EXHIBIT (g)

                            AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time,
the "Agreement") is made as of May 5, 1999, among SYSCO CORPORATION,  a Delaware
corporation  ("SYSCO"),  SYSCO FOOD SERVICES OF EASTERN VIRGINIA,  INC. ("Merger
Sub"),  a Delaware  corporation  and a  wholly-owned  subsidiary  of SYSCO,  and
DOUGHTIE'S FOODS, INC., a Virginia corporation ("DFI").

RECITALS

A. The  respective  Boards of Directors  of SYSCO,  Merger Sub and DFI have each
approved  the merger of DFI with and into  Merger Sub (the  "Merger"),  upon the
terms and subject to the  conditions set forth in this  Agreement,  whereby each
issued and outstanding  share of common stock, par value $1.00 per share, of DFI
("DFI Common  Stock"),  other than any shares owned by SYSCO,  will be converted
into the right to receive the Merger Consideration (as defined in Section 1.01).

B. The  respective  Boards of Directors  of SYSCO,  Merger Sub and DFI have each
determined that the Merger and the other  transactions  contemplated  hereby are
consistent with, and in furtherance of, their respective business strategies and
goals and are in the best interests of their respective stockholders.

C. For federal income tax purposes,  it is intended that the Merger will qualify
as a  reorganization  under the  provisions  of Section  368(a) of the  Internal
Revenue Code of 1986, as amended (the "Code").

D. For  financial  accounting  purposes,  it is intended that the Merger will be
accounted for under the purchase method of accounting.

E. SYSCO, Merger Sub and DFI desire to make certain representations, warranties,
covenants and  agreements  in  connection  with the Merger and also to prescribe
various conditions to the Merger.

NOW, THEREFORE, in consideration of the representations,  warranties,  covenants
and agreements contained in this Agreement, the parties agree as follows:



Article I The Merger


         Section 1.01  The Merger.
Upon the terms and subject to the conditions set forth in this Agreement, and in
accordance  with the  Delaware  General  Corporation  Law (the  "DGCL")  and the
Virginia Stock  Corporation Act (the "VSCA"),  DFI shall be merged with and into
Merger Sub at the  Effective  Time (as defined in Section  1.03).  Following the
Effective Time, the separate  corporate  existence of DFI shall cease and Merger
Sub shall be the surviving  corporation (the "Surviving  Corporation") and shall
succeed to and assume all the rights and  obligations of DFI in accordance  with
the DGCL and VSCA.
                  (i)  Pursuant  to the Merger and the terms of this  Agreement:
(A)  all  holders  of DFI  Common  Stock,  in  exchange  for the  surrender  and
cancellation of the DFI Common Stock, shall be entitled to receive consideration
in the form of shares of SYSCO  Common  Stock  and/or cash as a result of a Cash
Election  (Section  2.01(f)) and any cash in lieu of fractional  shares of SYSCO
Common Stock (Section  2.02(e)),  and (B) all holders of Options (as hereinafter
defined) shall be entitled to receive cash in accordance with Section 2.01(e).
                    (ii) The consideration to be delivered to each holder of DFI
Common Stock or Option Shares (as  hereinafter  defined)  pursuant to clause (i)
above is  referred  to  hereinafter  as the  "Merger  Consideration."  The total
consideration  payable by SYSCO hereunder to all holders of DFI Common Stock and
Option   Shares  is   referred  to   hereinafter   as  the   "Aggregate   Merger
Consideration."  The dollar value of the  Aggregate  Merger  Consideration  (the
"Merger Price") is equal to (A) the number of issued and  outstanding  shares of
DFI Common  Stock  times the  Average  SYSCO  Price  (defined  below)  times the
Exchange  Ratio  (as  defined  in  Section  2.01(b)  plus (B) the  Option  Share
Consideration  (as defined in Section  2.01(e)) times the total number of Option
Shares.  "Average  SYSCO Price"  means the average of the closing  prices of the
SYSCO Common Stock as reported on the NYSE Composite Reporting Tape (as reported
in The Wall Street Journal, or, if not reported therein, any other authoritative
source)  during the ten (10)  trading  days ending two (2) trading days prior to
the Closing  Date (but in no event  greater  than $31 per share of SYSCO  Common
Stock or less than $21 per share of SYSCO Common Stock).

         Section 1.02  Closing.
The closing of the Merger  (the  "Closing")  will take place at 10:00 a.m.,  New
York City time, on a date to be specified by the parties (the  "Closing  Date"),
which  shall be no later  than the second  business  day after  satisfaction  or
waiver of the conditions set forth in Article VI, unless another time or date is
agreed to by the  parties  hereto.  The  Closing  will be held at the offices of
McGuire,  Woods,  Battle & Boothe,  LLP,  in  Norfolk,  Virginia,  or such other
location as may be agreed to by the parties hereto.

         Section 1.03  Effective Time.
Subject to the  provisions  of this  Agreement,  as soon as  practicable  on the
Closing Date,  the parties shall cause the Merger to be  consummated by filing a
certificate  of merger or other  appropriate  documents  (in any such case,  the
"Certificate of Merger") executed in accordance with the relevant  provisions of
the DGCL and the VSCA and shall make all other  filings or  recordings  required
under the DGCL and the VSCA.  The Merger shall become  effective at such time as
the  Certificate of Merger is duly filed with the Secretary of State of Delaware
and is declared  effective by the Virginia State Corporation  Commission,  or at
such  subsequent  date or time as SYSCO and DFI shall  agree and  specify in the
Certificate of Merger (the time the Merger becomes  effective being  hereinafter
referred to as the "Effective Time").

         Section 1.04  Statutory Effects of the Merger.
The Merger  shall  have the  effects  set forth in  Section  259 of the DGCL and
Section 13.1-721 of the VSCA.

         Section 1.05  Certificate of Incorporation and Bylaws.
                  (i) At the Effective Time, the Certificate of Incorporation of
Merger Sub, as in effect  immediately  prior to the Effective Time, shall be the
Certificate  of  Incorporation  of the Surviving  Corporation  until  thereafter
amended in accordance with applicable law; provided, however, that Article First
of the  Certificate  of  Incorporation  of the  Surviving  Corporation  shall be
amended to read as follows:
         "The name of the Corporation  (which is hereinafter  referred to as the
"Corporation") is Doughtie's SYSCO Food Services, Inc."
                  (ii)  At the  Effective  Time,  the  bylaws  of the  Surviving
Corporation shall be amended as set forth in Exhibit A and, as so amended,  such
bylaws shall be the bylaws of the Surviving Corporation until thereafter changed
or amended as provided therein or by applicable law.

         Section 1.06  Directors and Officers.
The directors and officers of Merger Sub immediately prior to the Effective Time
shall be the initial directors and officers of the Surviving  Corporation,  each
to hold office in accordance with the Certificate of Incorporation and bylaws of
the Surviving Corporation.

         Section 1.07  Reservation of Right to Revise Transaction.
If each of DFI and SYSCO agree, the parties hereto,  prior to the receipt of the
DFI Stockholder Approval (as defined herein), may change the method of effecting
the business  combination  between SYSCO and DFI, and each party shall cooperate
in such  efforts,  including  to provide for a merger of DFI with and into SYSCO
with SYSCO being the  surviving  corporation,  provided,  however,  that no such
change shall (i) alter or change the amount or kind of the Merger Consideration,
(ii)  adversely  affect  the tax  treatment  to SYSCO,  DFI or their  respective
stockholders  as a result  of  receipt  of the  Merger  Consideration,  or (iii)
materially  delay receipt of any approval  referred to in Section 6.01(c) or the
consummation of the transactions contemplated by this Agreement.

         Section 1.08  Closing Deliveries.

            (a)   DFI Deliveries
At  Closing,  DFI shall  deliver to SYSCO and Merger Sub each of the  following,
together with any additional items which SYSCO may reasonably  request to effect
the transactions contemplated herein:
                  (i) a certified copy of the corporate resolutions of the Board
of Directors of DFI and of the stockholders of DFI authorizing and approving the
Merger and the execution,  delivery and performance of this Agreement,  together
with an  incumbency  certificate  with  respect  to  officers  of DFI  executing
documents or instruments on behalf of DFI;
                  (ii) a certificate  of the  President of DFI  certifying as to
the  matters  set  forth  in  Sections  6.01  and  6.02  hereof  and  as to  the
satisfaction of all other conditions set forth in this Agreement;
                  (iii) the Escrow  Agreement  duly executed by the  Stockholder
Representative  on behalf of the DFI  Stockholders,  the DFI  Optionholders  and
Escrow Agent;
                  (iv) the  Non-competition  Agreements  referred  to in Section
5.18 hereof duly  executed  by Steven C. Houfek  ("Houfek")  and Vernon W. Mules
("Mules");
                  (v) written consents from all persons, entities and regulatory
bodies whose consent to the Merger is required;
                  (vi) the  corporate  minute  books,  seals and stock  transfer
books of DFI and each subsidiary certified by the corporate secretary thereof as
true, correct and complete;
                  (vii) an  opinion  of  McGuire  Woods  Battle &  Boothe,  LLP,
counsel to DFI, substantially in the form of Exhibit B attached hereto;
                  (viii)  the Certificate of Merger executed by DFI;
                  (ix) Tax  Opinion  of  McGuire  Woods  Battle &  Boothe,  LLP,
pursuant  to  Section  6.01(g);  and  (x)  any  other  documents  or  agreements
contemplated   hereby  and/or   necessary  or   appropriate  to  consummate  the
transactions contemplated hereby.

         (b)       SYSCO and Merger Sub Deliveries
At  Closing,  SYSCO and Merger Sub shall  deliver to DFI each of the  following,
together with any additional  items which DFI may  reasonably  request to effect
the transactions contemplated herein:
                  (i) written  confirmation  from  SYSCO's  transfer  agent that
stock  certificates  evidencing the shares of SYSCO Common Stock to be issued in
the Merger (including the Escrow Shares) have been issued;
                  (ii) the Escrow  Agreement  duly  executed by SYSCO and Merger
Sub;
                  (iii)  certified  copies of the corporate  resolutions  of the
Board of Directors of SYSCO and of the Board of Directors  and sole  stockholder
of Merger Sub authorizing  and approving the Merger and the execution,  delivery
and  performance  of this  Agreement  by SYSCO and  Merger  Sub,  together  with
incumbency  certificates  with respect to the  respective  officers of SYSCO and
Merger Sub executing documents or instruments on behalf of SYSCO and Merger Sub;
                  (iv) a  certificate  of an  authorized  officer  of SYSCO  and
Merger Sub  certifying  as to the matters  set forth in  Sections  6.01 and 6.03
hereof and as to the satisfaction of all other conditions set forth herein;
                  (v)          the Certificate of Merger executed by Merger Sub;
                  (vi)  Opinion  of Arnall  Golden &  Gregory,  LLP,  counsel to
SYSCO,  substantially in the form of Exhibit B-2 attached hereto and the opinion
of Clark & Stant,  P.C.,  special  counsel to SYSCO, as provided for in the last
paragraph of Exhibit B-2; ;
                  (vii) Tax Opinion of Arnall Golden & Gregory, LLP, pursuant to
Section  6.01(g);  and (viii) any other  documents  or  agreements  contemplated
hereby  and/or   necessary  or  appropriate   to  consummate  the   transactions
contemplated hereby.


Article II
 Effect of the Merger on Capital Stock; Exchange of Certificates and Cash


         Section 2.01  Effect on Capital Stock.
As of the Effective  Time, by virtue of the Merger and without any action on the
part of Merger Sub, DFI or the holder of any shares of the following securities:

         (a)       Cancellation of Stock Owned by SYSCO.
Each  share of DFI  Common  Stock  that is owned by  Merger  Sub or SYSCO  shall
automatically  be  cancelled  and  retired  and  shall  cease to  exist,  and no
consideration  shall be delivered in exchange  therefor.  Except for purposes of
using the total number of shares of issued and  outstanding  DFI Common Stock in
calculations,  the term "DFI Common Stock" in this Agreement  shall be deemed to
exclude any shares owned by Merger Sub or SYSCO.

         (b)      Conversion of DFI Common Stock.
Subject to Section  2.01(f) and  Section  2.02(e),  each issued and  outstanding
share of DFI Common  Stock  shall be  converted  into the right to receive  that
number of validly issued, fully paid and non-assessable  shares of common stock,
par value $1.00 per share of SYSCO ("SYSCO  Common Stock") equal to the Exchange
Ratio.  "Exchange  Ratio" means the quotient  resulting from dividing (A) $17.00
less  the  Net  Worth  Adjustment  by (B) the  Average  SYSCO  Price.  As of the
Effective  Time, the DFI Common Stock shall no longer be  outstanding  and shall
automatically be cancelled and retired and shall cease to exist, and each holder
of  a  certificate   representing  any  shares  of  DFI  Common  Stock  (a  "DFI
Stockholder")  shall cease to have any rights with respect  thereto,  except the
right to receive the Merger Consideration.

         (c)      Conversion of Merger Sub Common Stock.
Each share of common stock,  par value $1.00 per share, of Merger Sub issued and
outstanding  immediately prior to the Effective Time shall remain outstanding as
a validly  issued,  fully paid and  non-assessable  share of common stock of the
Surviving Corporation.

         (d)      SYSCO Common Stock.
At and after the  Effective  Time,  each share of SYSCO  Common Stock issued and
outstanding  immediately  prior to the Effective Time shall remain an issued and
outstanding  share of common  stock of SYSCO and  shall not be  affected  by the
Merger.

         (e)      DFI Options.
                  (i) In accordance  with action duly taken by the  Compensation
Committee  of the board of  directors  of DFI  pursuant to Section  13(b) of the
Doughtie's  Foods,  Inc. 1998 Stock Incentive Plan (the "DFI Option Plan"),  all
options  granted  under the DFI  Option  Plan and any other DFI  Employee  Stock
Options,  as defined in Section  3.01(c),  outstanding  as of the Effective Time
(collectively, the "Options") shall, effective upon Closing, become fully vested
and  exercisable  notwithstanding  any other provision of the DFI Option Plan or
any grant agreement to the contrary and shall be deemed  exercised in full. Each
share deemed to be issued  pursuant to such exercise is referred to herein as an
"Option  Share"  and is not  included  for any  purposes  of this  Agreement  in
calculating the number of issued and outstanding shares of DFI Common Stock.
                  (ii) Each Option Share shall,  as of the  Effective  Time,  be
converted  into the right to receive cash equal to $17.00 less (A) the Net Worth
Adjustment, less (B) the per share exercise price of the underlying Option, less
(C) any amounts required for Tax withholding (the "Option Share Consideration").
Each  holder  of  an  Option  Share  is  referred  to   hereinafter  as  a  "DFI
Optionholder").

         (f)      Cash Election.
                  (i)  Each DFI  Stockholder  shall  have the  right to elect to
receive,  in cash,  $17.00 less the Net Worth Adjustment per share of DFI Common
Stock designated by such holder to be converted/ to cash (the "Cash  Election"),
provided,  however,  that if DFI Stockholders  elect in the aggregate to receive
more than 49% of the Merger Price in cash (counting the aggregate  amount of the
Option  Share  Consideration  and  cash  paid in lieu of  fractional  shares  as
equivalent to Cash  Elections for purposes of this  calculation),  then each DFI
Stockholder  shall be  deemed to have made a Cash  Election  for that  number of
shares of DFI Common  Stock  equal to the product of (A) the number of shares of
DFI  Common  Stock  actually  designated  for the  Cash  Election  by  such  DFI
Stockholder  times (B) a fraction,  the  numerator of which is 49% of the Merger
Price  divided by $17 (less the Net Worth  Adjustment)  and the  denominator  of
which is the total  number of shares of DFI  Common  Stock  designated  for Cash
Election by all of the DFI  Stockholders.  The  percentage  of the Merger  Price
elected  in the  aggregate  to be  received  by the  DFI  Stockholders  in  cash
including  Option Share  Consideration  and  fractional  share  payments  (after
adjustment,  if any, as provided herein) shall be referred to hereinafter as the
"Cash Election Percentage."
                  (ii) DFI  Stockholders  shall  effect  their  respective  Cash
Elections  through an election  mechanism to be provided in connection  with the
solicitation of proxies in respect of the DFI Stockholders Meeting.

         (g)      Closing Balance Sheet; Net Worth Adjustment.
              (i) As of a date  not  more  than 15  days  prior  to the  Closing
Date(the  "Pre-Closing  Balance Sheet Date"),  DFI, in consultation  with SYSCO,
shall prepare an unaudited  consolidated  balance sheet of DFI (the "Pre-Closing
Balance  Sheet")  prepared from the books and records of DFI in accordance  with
GAAP (as  defined in Section  3.01(j))  applied on a basis  consistent  with the
balance  sheet for the fiscal  year ended  December  26,  1998  included  in the
Financial  Statements (as defined in Section 3.01(j)).  The Pre-Closing  Balance
Sheet shall be reviewed by  PricewaterhouseCoopers in accordance with Statements
on Standards for Accounting and Review Services  issued by the AICPA  Accounting
and Review  Services  Committee and, after any necessary  adjustments,  shall be
delivered to SYSCO. In addition,  DFI shall prepare a calculation of Pre-Closing
Adjusted Net Worth.  "Pre-Closing  Adjusted Net Worth" means Net Worth as of the
Pre-Closing  Balance Sheet Date calculated  exclusive of (A) the proceeds of any
sale by DFI of the Facility (as defined in Section 5.19), the Annex Property (as
defined in Section 5.21) or the Maryland Property (as defined in Section 6.02(f)
prior to Closing  (in each case in excess of the book  values  thereof)  and any
other non-recurring event (in connection with this Agreement or otherwise),  (B)
the tax  benefit of any  deduction  in respect of payments to holders of Options
pursuant hereto and (C) a reserve which includes a reasonable  estimate of DFI's
maximum transaction costs relating to the Merger not to exceed $750,000.
              (ii)  During  the  period  between  the date when the  Pre-Closing
Balance  Sheet is delivered to SYSCO and the Closing  Date,  SYSCO and DFI shall
jointly  monitor the business and  financial  performance  of DFI and agree upon
such  adjustments to the  Pre-Closing  Adjusted Net Worth as are  appropriate to
determine  the  projected  adjusted Net Worth of DFI as of the Closing Date (the
"Closing Adjusted Net Worth") in accordance with the accounting  principles used
to prepare  the  Pre-Closing  Balance  Sheet and to  calculate  the  Pre-Closing
Adjusted Net Worth.
              (iii) At all times during the period from the  preparation  of the
Pre-Closing  Balance  Sheet to the  determination  of the Closing  Adjusted  Net
Worth, SYSCO's designated financial officers and representatives  shall have the
opportunity  to be  physically  present at DFI's  Facility  and to review all of
DFI's  financial  books and records as  appropriate  for SYSCO's  monitoring and
participation  in the  determination  of the Closing  Adjusted  Net Worth as set
forth herein.
              (iv) If the Closing Adjusted Net Worth is equal to or greater than
the Net Worth  reflected on the December 26, 1998 balance sheet  included in the
Financial  Statements (the "1998 Net Worth"),  then the Net Worth Adjustment for
all purposes under this Agreement shall be zero.
              (v) If the  Closing  Adjusted  Net Worth is less than the 1998 Net
Worth in violation of the representation and warranty in Section 3.01(gg),  then
SYSCO shall have, as its sole remedy in connection with such breach,  the option
to either  (A)  terminate  this  Agreement  or (B)  proceed  to  closing  of the
transaction  with the Merger Price  adjusted by the Net Worth  Adjustment.  "Net
Worth  Adjustment"  shall mean the amount (rounded to the nearest cent) equal to
(x) the 1998 Net Worth  minus the  Closing  Adjusted  Net Worth  divided  by (y)
1,520,927 (i.e.  1,495,023 (the number of issued and  outstanding  shares of DFI
Common  Stock)  plus  25,904  (the total  number of Options  (42,100)  times the
quotient of 17.00 less 6.54 (the weighted average exercise price of the Options)
divided by 17.00)).
                  For purposes hereof, "Net Worth" shall mean total consolidated
assets  of  DFI  less  total  consolidated  liabilities  of  DFI  determined  in
accordance with GAAP, applied as expressly provided for herein.

         Section 2.02  Exchange of Certificates.

         (a)      Exchange Agent.
As of the  Effective  Time,  SYSCO shall enter into an  agreement  with  SYSCO's
transfer agent or such other bank or trust company as may be designated by SYSCO
and reasonably  satisfactory  to DFI (the "Exchange  Agent") which shall provide
that SYSCO shall deposit with the Exchange  Agent as of the Effective  Time, for
the  benefit of the DFI  Stockholders,  for  exchange  in  accordance  with this
Article II through the Exchange Agent,  certificates  representing the shares of
SYSCO Common Stock to be issued in the Merger,  equal to the number of shares of
DFI Common  Stock times the Exchange  Ratio (such shares of SYSCO Common  Stock,
together with any dividends or distributions  with respect thereto with a record
date after the Effective  Time as well as cash payable in lieu of any fractional
shares  of SYSCO  Common  Stock or  payable  as a result  of any Cash  Election,
(collectively,  the "Exchange Fund"), less the Escrow Cash and the Escrow Shares
constituting  the  Escrow  Fund (as  defined  in Section  2.04)  which  shall be
delivered to the Escrow Agent.

         (b)      Exchange Procedures.
                  (i) As soon as  reasonably  practicable  after  the  Effective
Time,  the  Exchange  Agent shall mail to each DFI  Stockholder  (A) a letter of
transmittal  (which shall specify that delivery  shall be effected,  and risk of
loss and title to the DFI Common  Stock  shall pass,  only upon  delivery of the
Certificates representing the shares of DFI Common Stock (the "Certificates") to
the Exchange Agent,  and shall be in such form and have such other provisions as
SYSCO  and  DFI  may  reasonably  specify)  and  (B)  instructions  for  use  in
surrendering the Certificates in exchange for the Merger Consideration.
                  (ii) Upon surrender of a Certificate  for  cancellation to the
Exchange  Agent,  together with such letter of transmittal,  duly executed,  and
such other  documents as may reasonably be required by the Exchange  Agent,  the
holder of such Certificate  shall be entitled to receive in exchange  therefor a
certificate representing that number of whole shares of SYSCO Common Stock which
such holder has the right to receive  pursuant to the provisions of this Article
II, certain dividends or other distributions in accordance with Section 2.02(c),
cash payable as a result of any Cash Election and cash in lieu of any fractional
share  of SYSCO  Common  Stock  in  accordance  with  Section  2.02(e),  and the
Certificate so surrendered shall forthwith be cancelled.
                  (iii) If a surrendered  Certificate  is not  registered in the
transfer  records  of DFI  under  the  name  of  the  person  surrendering  such
Certificate,  Merger  Consideration may be delivered to the surrendering  person
only if such  Certificate  has  been  properly  endorsed  for  transfer  and the
surrendering person pays any applicable transfer or other taxes.
                  (iv) Until  surrendered as  contemplated by this Section 2.02,
each  Certificate  shall be  deemed  at any time  after  the  Effective  Time to
represent   only  the  right  to  receive   upon  such   surrender   the  Merger
Consideration.  No interest,  dividends or  distributions  shall be paid or will
accrue  on  any  Merger  Consideration   payable  to  holders  of  unsurrendered
Certificates pursuant to the provisions of this Article II.

          (c)     Distributions with Respect to Unexchanged Shares.
With respect to any unsurrendered Certificate,  any interest, dividends or other
distributions  otherwise payable to the holder therefor shall be included in the
Exchange  Fund,  in  each  case  until  the  surrender  of such  Certificate  in
accordance with this Article II. Subject to the effect of applicable  escheat or
similar laws, following surrender of any such Certificate there shall be paid to
the holder of the Certificate:  (i) a certificate  representing  whole shares of
SYSCO  Common  Stock  issued  in  exchange  therefor,  (ii) at the  time of such
surrender, the amount of dividends or other distributions without interest, with
a record date after the  Effective  Time  theretofore  paid with respect to such
whole shares of SYSCO Common Stock,  and (iii) the amount of any cash payable as
a result of any Cash Election and cash payable in lieu of a fractional  share of
SYSCO Common Stock to which such holder is entitled pursuant to Section 2.02(e).

          (d)     Further Ownership Rights in DFI Common Stock.
All shares of SYSCO  Common Stock  issued and cash paid upon the  surrender  for
exchange of  Certificates  in accordance with the terms of this Article II shall
be deemed in full  satisfaction  of all rights  pertaining  to the shares of DFI
Common Stock theretofore represented by such Certificates, and there shall be no
further  registration  of transfers on the stock transfer books of the Surviving
Corporation  of any shares of DFI Common Stock.  If, after the  Effective  Time,
Certificates are presented to SYSCO,  the Surviving  Corporation or the Exchange
Agent for any reason,  they shall be cancelled and exchanged as provided in this
Article II, except as otherwise provided by law.

          (e)     No Fractional Shares.
No certificates or scrip  representing  fractional  shares of SYSCO Common Stock
shall be issued upon the surrender for exchange of Certificates,  no dividend or
distribution of SYSCO shall relate to such  fractional  share interests and such
fractional  share interests will not entitle the owner thereof to vote or to any
rights of a  stockholder  of SYSCO.  In lieu of the issuance of such  fractional
shares,  SYSCO shall deliver to the Exchange Agent, and the Exchange Agent shall
distribute  to each  former  DFI  Stockholder,  an amount  in cash  equal to the
product  obtained by multiplying (A) the fractional share interest to which such
former holder would otherwise be entitled times (B) the Average SYSCO Price.

          (f)     Termination of Exchange Fund.
Any portion of the Exchange Fund which remains  undistributed  to the holders of
the  Certificates  for six months after the Effective Time shall be delivered to
SYSCO, upon demand, and any holders of the Certificates who have not theretofore
complied with this Article II shall thereafter look only to SYSCO for payment of
their claim for Merger Consideration.

          (g)     No Liability; Escheat.
None of SYSCO,  DFI, the Surviving  Corporation  or the Exchange  Agent shall be
liable to any  person  in  respect  of any  shares of SYSCO  Common  Stock,  any
dividends or distributions with respect thereto, any cash payable as a result of
any Cash Election,  any cash in lieu of fractional  shares of SYSCO Common Stock
or any other cash from the  Exchange  Fund,  in each case  delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.

         (h)       Investment of Exchange Fund.
The Exchange  Agent shall  invest any cash  included in the  Exchange  Fund,  as
directed by SYSCO,  on a daily basis.  Any  interest and other income  resulting
from such investments shall be paid to SYSCO.

         (i)      Lost Certificates.
If any Certificate shall have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person  claiming such  Certificate  to be lost,
stolen or destroyed and, if required by the Surviving  Corporation,  the posting
by such person of a bond in such reasonable amount as the Surviving  Corporation
may  direct as  indemnity  against  any claim  that may be made  against it with
respect to such  Certificate,  the  Exchange  Agent  shall issue and pay to such
person in exchange for such lost, stolen or destroyed Certificate the applicable
Merger Consideration.

         Section 2.03 Certain Adjustments.

          (a)     Pre-Closing Adjustments.
If between the date hereof and the Effective Time, the outstanding shares of DFI
Common Stock or of SYSCO  Common Stock shall be changed into a different  number
of  shares  by  reason  of  any  reclassification,  recapitalization,  split-up,
combination  or exchange of shares,  or any  dividend  payable in stock or other
securities shall be declared thereon with a record date within such period,  the
Exchange  Ratio shall be adjusted  accordingly  to provide to the holders of DFI
Common Stock the same economic effect as contemplated by this Agreement prior to
such  reclassification,  recapitalization,  split-up,  combination,  exchange or
dividend.

          (b)      Post-Closing Adjustments.
Following  Closing,  to the extent  provided in Section  2.04,  there shall be a
reduction (collectively,  the "Post-Closing Adjustments") of the Merger Price in
the amount of:
                  (i)  all  claims,  liabilities,   losses,  costs,  damages  or
expenses (including, without limitation, reasonable attorneys' fees and expenses
incurred in litigation or otherwise,  but net of any  identifiable  tax savings)
arising out of and  sustained by SYSCO or the  Surviving  Corporation  due to or
relating to any  misrepresentation  or breach of any  representation,  warranty,
covenant or agreement  of DFI  contained in this  Agreement  (including  without
limitation  Section 4.01(a)  hereof) or in any document or instrument  delivered
pursuant hereto; and
                  (ii) any  adjustment  effected  pursuant to  Sections  5.19 or
5.21.

         Section 2.04  Escrow at Closing

          (a)     Escrow Fund
At Closing,  in order to give effect to the Post-Closing  Adjustments in Section
2.03(b)(i)  in the manner  described  herein and in the escrow  agreement in the
form of Exhibit C attached  hereto (the  "Escrow  Agreement"),  a portion of the
Aggregate Merger  Consideration  consisting of shares of SYSCO Common Stock (the
"Escrow  Shares")  and cash equal to a value of $3 million ( the "Escrow  Fund")
shall be  delivered to Crestar  Bank (the  "Escrow  Agent").  The portion of the
Escrow Fund to be in cash (the  "Escrow  Cash") shall be equal to the product of
$3 million  times the Cash  Election  Percentage.  The  number of Escrow  Shares
constituting  the balance of the Escrow  Fund shall be equal to the  quotient of
(A) $3 million  less the Escrow  Cash  divided by (B) the Average  SYSCO  Price.
Escrow Shares and the Escrow Cash  deposited in the Escrow Fund equal to (i) ten
percent  (10%) of the Escrow  Shares and Escrow Cash plus (ii) Escrow Shares and
Escrow Cash equal to 110% of the aggregate amount of the outstanding  balance of
all of the Closing  Accounts  Receivable (as hereinafter  defined) at the second
anniversary of the Closing Date shall be referred to hereinafter as the "Tax and
Receivables Escrow Fund."

          (b)     Facility Escrow Fund and Annex Escrow Fund
To the extent, if any, that additional shares of SYSCO Common Stock and cash are
deposited in the Escrow Fund  pursuant to the  provisions of Section 5.19 and/or
Section  5.21,  such  shares and cash shall be referred  to  hereinafter  as the
"Facility Escrow Fund" and the "Annex Escrow Fund," respectively.  Claims on the
Facility  Escrow Fund and the Annex  Escrow Fund shall be made only  pursuant to
Sections 5.19 and 5.21 of this Agreement, respectively; the Facility Escrow Fund
and the Annex  Escrow  Fund shall not be subject  to claims in  connection  with
Post-Closing Adjustments under Section 2.03(b)(i).

          (c)     Interest and Dividends
The Escrow  Cash and cash  dividends,  if any,  on the Escrow  Shares,  shall be
deposited in a federally insured interest-bearing account selected by the Escrow
Agent and approved by the Stockholder  Representative and SYSCO. Earnings on the
Escrow Cash and  interest  accrued  thereon is referred  to  hereinafter  as the
"Escrow Cash Interest." The cash dividends on the Escrow Shares and any earnings
thereon  are  referred  to  hereinafter  as  collectively,  the  "Escrow  Shares
Dividends."  Any stock  dividends or other  non-cash  earnings or  distributions
attributable  to the  Escrow  Shares  shall be added to and  become  part of the
Escrow Shares.

          (d)     Voting and Other Rights of Beneficial Owners of Escrow Shares
All voting and other rights of the beneficial  owners of the Escrow Shares shall
be determined in accordance with the provisions of the Escrow Agreement.

          (e)     Notice of Claims
If SYSCO or the Surviving  Corporation (an "Indemnified Party") believes that it
has suffered or incurred any liabilities  under Section  2.03(b)(i) for which it
is entitled to claim against the Escrow Fund,  such  Indemnified  Party shall so
notify the Stockholder  Representative with reasonable promptness and reasonable
particularity in light of the circumstances then existing,  and with a statement
in reasonable detail of the factual basis of such claim. If any action at law or
suit in equity is  instituted  by or against a third party with respect to which
any  Indemnified  Party  intends  to claim any  Post-Closing  Adjustments,  such
Indemnified  Party shall promptly notify the Stockholder  Representative of such
action or suit.

          (f)     Defense of Third Party Claims
                   (i) With respect to a particular third party claim, including
Tax claims,  action or suit,  and without  limiting any adjustment to the Merger
Consideration pursuant to Section 2.03(b), the Stockholder  Representative shall
have the right to defend the  Indemnified  Party  against  the third party claim
with counsel of the Stockholder  Representative's choice reasonably satisfactory
to the Indemnified Party so long as (A) the Stockholder  Representative notifies
the Indemnified  Party in writing within 15 days after the Indemnified Party has
given notice of the third party claim that the Stockholder  Representative  will
indemnify the Indemnified  Party from and against any  Post-Closing  Adjustments
the Indemnified Party may suffer resulting from,  arising out of, relating to or
caused by the third party  claim,  (B) the Escrow Fund is  sufficient  to defend
against the third party claim and pay any  Post-Closing  Adjustments  hereunder,
(C) the third  party  claim  involves  only money  damages  and does not seek an
injunction or other equitable relief,  (D) settlement of, or an adverse judgment
with respect to, the third party claim is not, in the good faith judgment of the
Indemnified  Party,  likely  to  establish  a  precedent,   custom  or  practice
materially  adverse to the  continuing  business  interests  of the  Indemnified
Party, and (E) the Stockholder  Representative conducts the defense of the third
party claim actively and diligently.
                   (ii) So long as the Stockholder  Representative is conducting
the defense of the third party claim in accordance with Section 2.04(f)(i),  (A)
the  Indemnified  Party  may  retain  separate  co-counsel  at its sole cost and
expense  and  participate  in the  defense  of the third  party  claim,  (B) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the third party claim without the prior written
consent of the Stockholder Representative (not to be withheld unreasonably), and
(C) the Stockholder Representative will not consent to the entry of any judgment
or enter into any  settlement  with respect to the third party claim without the
prior   written   consent  of  the   Indemnified   Party  (not  to  be  withheld
unreasonably).
                  (iii) In the event and during such period that the Stockholder
Representative is defending the Indemnified Party against any third party claim,
SYSCO shall retransfer to the Stockholder Representative all defenses, causes of
action,  choses in action,  rights of  recovery,  rights of setoff and rights of
recoupment to the extent  necessary  solely for the purpose of such defense (and
subject to retransfer to SYSCO in the event the Stockholder  Representative does
not defend) and all original books, records and documents relating to such third
party claim to the extent required for evidentiary purposes.
                  (iv) If any of the conditions in Section  2.04(f)(i)  above is
or becomes unsatisfied,  or if the Stockholder  Representative does not elect to
defend,  then the Indemnified  Party shall use its reasonable good faith efforts
to  minimize  any claim  against the Escrow  Fund,  but subject to such duty may
defend  against,  and  consent  to the entry of any  judgment  or enter into any
settlement  with  respect to, the third party claim in any manner it  reasonably
may deem appropriate and the Stockholder Representative shall provide reasonable
cooperation in  facilitating  the transition of such defense to the  Indemnified
Party.

          (g)     Release From Escrow
Except as provided in Section 5.19 with respect to the Facility  Escrow Fund and
Section 5.21 with respect to the Annex  Escrow Fund,  claims  timely made by the
Indemnified Party against the Escrow Fund with reasonable particularity and with
statements in reasonable  detail of the factual  basis  therefor,  and which are
undisputed  by the  Stockholder  Representative  or  resolved as provided in the
Escrow  Agreement,  shall be paid to the Indemnified Party (and release of funds
to the  Stockholder  Representative  shall  be  made)  in  accordance  with  the
principles and procedures set forth in Section 2.04(h) and as follows:
                   (i)  Prior to the  second  anniversary  of the  Closing,  the
Indemnified  party may make  claims  for  Post-Closing  Adjustment  pursuant  to
Sections  2.03(b)(i)  and  2.04(e)  (except  for claims  related to  breaches of
Sections 3.01(l) (Taxes) and 3.01(aa)  (Accounts  Receivable)) from time to time
and may receive a return of Merger  Consideration  in respect  thereof as and to
the  extent  provided  in  the  Escrow  Agreement.  Promptly  after  the  second
anniversary of Closing,  the Indemnified Party shall be entitled to receive from
the Escrow  Fund a return of Merger  Consideration  equal in value to the sum of
(A) all valid claims for Post-Closing Adjustments pursuant to Section 2.03(b)(i)
to which the  Indemnified  Party has not previously  received a return of Merger
Consideration,  (except  for claims  related to  breaches  of  Sections  3.01(l)
(Taxes) and 3.01(aa) (Accounts Receivable)),  less (B) the amount of the General
Basket  (hereinafter  defined),  less (C) the amount of any claims in dispute at
the second  anniversary of Closing (to be disbursed upon and in accordance  with
the resolution of such disputed claims).
                   (ii) From and after the  second  anniversary  of the  Closing
until the third  anniversary  of the  Closing,  the  Indemnified  Party may make
claims for Post-Closing  Adjustment  pursuant to Sections 2.03(b)(i) and 2.04(e)
with respect to breaches of Section  3.01(l) from time to time and may receive a
return of Merger  Consideration in respect thereof as and to the extent provided
in the Escrow Agreement.  Promptly after the third  anniversary of Closing,  the
Indemnified  Party shall be entitled to receive from the Escrow Fund a return of
Merger  Consideration  equal  in value to the sum of (A) all  valid  claims  for
Post-Closing Adjustments pursuant to Section 2.03(b)(i) with respect to breaches
of  Sections  3.01(l)  as to which  the  Indemnified  Party  has not  previously
received a return of Merger Consideration and breaches of Section 3.01(aa), less
(B) the excess of the Tax and Receivables  Basket over the amount of any DFI Tax
liabilities  paid by the Surviving  Corporation  from Closing  through the third
anniversary  thereof,  less (C) any amount remaining in the General Basket after
performance of the  calculation  set forth in Section  2.04(g)(i),  less (D) the
amount of any claims in dispute at the third  anniversary  of Closing,  with the
remainder of the Escrow Fund to be disbursed  following  the  resolution of such
dispute as provided in the Escrow  Agreement.  The "Tax and Receivables  Basket"
(as defined  below)  means the sum of the  reserves  for Taxes and for bad debts
shown on the  balance  sheet  prepared  pursuant  to  Section  2.01(g)(ii)  less
$100,000  (which the parties  acknowledge  equaled  $780,000 as of February  22,
1999).
                   (iii) With respect to any amounts  payable to the Indemnified
Party for claims under Section  2.03(b)(i),  the Indemnified Party shall also be
entitled  to a  "Claims  Fee" in an  amount  equal to the sum of (A) the  Claims
Percentage  times the total funds  constituting  the Escrow Cash Interest at the
time  of  payment  plus  (B)  the  Claims   Percentage  times  the  total  funds
constituting  the  Escrow  Shares  Dividends.   "Claims  Percentage"  means  the
percentage  resulting  from  dividing the total amount of claims  payable to the
Indemnified Party under clause (i) or (ii) above, as applicable, by the combined
dollar value of the Escrow  Shares and the Escrow Cash in the Escrow Fund at the
time of payment.
                   (iv) Immediately after the second anniversary  payment to the
Indemnified Party as provided in the preceding clauses (i) and (iii), the Escrow
Agent shall release to the Stockholder  Representative the balance of the Escrow
Fund except for the Facility Escrow Fund, if any, the Annex Escrow Fund, if any,
the Tax and  Receivables  Escrow Fund,  and Escrow Cash Interest and Escrow Cash
Dividends  attributable  to the Facility  Escrow Fund, the Annex Escrow Fund and
the Tax and Receivables Escrow Fund.
                  (v) Upon the completion of the third anniversary  payment,  if
any,  from the Escrow Fund to the  Indemnified  Party  pursuant to the preceding
clauses (ii) and (iii),  the balance of the Escrow Fund shall be released by the
Escrow Agent to the  Stockholder  Representative,  subject to the  provisions of
Section 5.19.

          (h)     Distribution Principles and Procedures.
Payments and releases from the Escrow Fund shall be made in accordance  with the
following principles and procedures:
                  (i) The amount of the claims payable to the Indemnified  Party
from Escrow Cash shall be equal to the product of the claims amount and the Cash
Election Percentage.  The balance of the claims amount shall be paid by delivery
to the  Indemnified  Party of the number of Escrow Shares equal to the amount of
the balance of the claims amount divided by the average of the closing prices of
the SYSCO  Common  Stock as reported on the NYSE  Composite  Recording  Tape (as
reported in The Wall Street  Journal,  or, if not  reported  therein,  any other
authoritative  source)  during the ten (10)  trading days ending two (2) trading
days prior to the applicable payment date.
                  (ii) Escrow Cash (plus Escrow Cash Interest) and Escrow Shares
(plus  Escrow  Shares   Dividends)  shall  be  distributed  by  the  Stockholder
Representative  to each  former  DFI  Stockholder  in  accordance  with any Cash
Election made by each such former DFI Stockholder.

          (i)     Basket.
Notwithstanding  any other  provision of this Agreement,  the Indemnified  Party
shall have no right to receive  proceeds  from the Escrow Fund for  Post-Closing
Adjustments under Section 2.03(b)(i) unless the aggregate amount of valid claims
for such Post-Closing  Adjustments exceeds $100,000 (the "General Basket"),  and
then  only  to the  extent  that  the  aggregate  amount  of  such  Post-Closing
Adjustments exceeds $100,000.

         Section 2.05  Exclusive Remedy
Except as provided in Section  7.05 for  termination  expenses,  SYSCO's and the
Surviving  Corporation's  sole and  exclusive  right to  monetary  damages  with
respect to breaches of this Agreement shall be claims against the Escrow Fund as
set out in this Section 2.04.


Article III
 Representations and Warranties


         Section 3.01 Representations and Warranties of DFI.
Except as disclosed  in the  Disclosure  Schedule  delivered by DFI to SYSCO and
attached  hereto prior to the execution of this  Agreement as  supplemented  and
amended (the "DFI Disclosure Schedule"), DFI represents and warrants to SYSCO as
follows:

         (a)        Organization, Standing and Corporate Power.
                  (i) Each of DFI and its  subsidiaries  (as  defined in Section
8.03) is a corporation or other legal entity duly  organized,  validly  existing
and (with  respect  to  jurisdictions  which  recognize  such  concept)  in good
standing under the laws of the  jurisdiction  in which it is organized,  has the
requisite  corporate or other power,  as the case may be, and authority to carry
on its business as now being conducted and is duly qualified to do business as a
foreign  corporation  or other legal  entity in each  jurisdiction  in which the
character  of  its   activities  or  ownership  of  its  assets   requires  such
qualification,  except  for  those  jurisdictions  where  the  failure  to be so
organized,  existing,  in good  standing  or  qualified  individually  or in the
aggregate would not have a material  adverse effect (as defined in Section 8.03)
on DFI.
                  (ii) DFI has delivered to SYSCO prior to the execution of this
Agreement  complete  and correct  copies of any  amendments  to its  articles of
incorporation (the "DFI Certificate") and bylaws not filed as of the date hereof
with the DFI Filed SEC Documents (as defined in Section 3.01(g)(v)) below.

         (b)      Subsidiaries.
Exhibit  21 to DFI's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 26, 1998 includes all the  subsidiaries  of DFI which as of the date of
this  Agreement  are  Significant  Subsidiaries  (as  defined  in  Rule  1-02 of
Regulation S-X of the SEC). Section 3.01(b) of the DFI Disclosure Schedule lists
all  subsidiaries  of DFI not listed on said  Exhibit  21.  All the  outstanding
shares of capital stock of, or other equity  interests in, each such Significant
Subsidiary  have been validly issued and are fully paid and  non-assessable  and
are owned directly or indirectly by DFI, free and clear of all pledges,  claims,
liens,  charges,  encumbrances  and  security  interests  of any kind or  nature
whatsoever (collectively,  "Liens") and free of any other restriction (including
any restriction on the right to vote, sell or otherwise  dispose of such capital
stock or other ownership  interests),  other than Liens and restrictions imposed
by DFI's debt agreements included as exhibits to the DFI Filed SEC Documents.

         (c)      Capital Structure.
                  (i) The authorized  capital stock of DFI consists of 4,000,000
shares of DFI  Common  Stock,  (A)  1,495,023  shares of which  are  issued  and
outstanding;  and (B) 112,500 shares of which are reserved for issuance pursuant
to all  stock  option,  restricted  stock  or  other  stock-based  compensation,
benefits or savings plans, agreements or arrangements in which current or former
employees  or directors of DFI or its  subsidiaries  participate  as of the date
hereof (including,  without limitation, the DFI Option Plan) (collectively,  the
"DFI Stock Plans"). Section 3.01(c) of the DFI Disclosure Schedule lists all DFI
Stock Plans, if any, other than the DFI Option Plan.  Section 3.01(c) of the DFI
Disclosure  Schedule  sets forth a complete  and  correct  list of the number of
shares of DFI Common Stock subject to employee  stock options or other rights to
purchase  or  receive  DFI  Common  Stock  granted  under  the DFI  Stock  Plans
(collectively,  "DFI Employee Stock  Options"),  the dates of grant and exercise
prices thereof.
                  (ii) All  outstanding  shares of capital stock of DFI are, and
all shares which may be issued will be, when issued,  duly  authorized,  validly
issued,  fully paid and  non-assessable  and not subject to  preemptive  rights.
Except as set forth in this Section 3.01(c), (x) there are not issued,  reserved
for  issuance or  outstanding  (A) any shares of capital  stock or other  voting
securities of DFI, (B) any securities of DFI or any DFI  subsidiary  convertible
into or  exchangeable  or  exercisable  for  shares of  capital  stock or voting
securities of DFI, (C) any warrants,  calls,  options or other rights to acquire
from DFI or any DFI subsidiary,  and any obligation of DFI or any DFI subsidiary
to issue, any capital stock, voting securities or securities convertible into or
exchangeable or exercisable  for capital stock or voting  securities of DFI, and
(y)  there  are no  outstanding  obligations  of DFI or any  DFI  subsidiary  to
repurchase, redeem or otherwise acquire any such securities or to issue, deliver
or sell, or cause to be issued,  delivered or sold, any such  securities.  There
are no outstanding (A) securities of DFI or any DFI subsidiary  convertible into
or  exchangeable  or  exercisable  for shares of capital  stock or other  voting
securities or ownership  interests in any DFI subsidiary,  (B) warrants,  calls,
options  or other  rights to  acquire  from DFI or any DFI  subsidiary,  and any
obligation of DFI or any DFI  subsidiary  to issue,  any capital  stock,  voting
securities or other ownership  interests in, or any securities  convertible into
or  exchangeable  or  exercisable  for any capital stock,  voting  securities or
ownership  interests in, any DFI subsidiary or (C) obligations of DFI or any DFI
subsidiary  to  repurchase,  redeem or  otherwise  acquire any such  outstanding
securities  of DFI  subsidiaries  or to issue,  deliver or sell,  or cause to be
issued, delivered or sold, any such securities.
                  (iii)  Except  as  described  in  Section  3.01(b)  of the DFI
Disclosure  Schedule,  neither  DFI  nor any DFI  subsidiary  is a party  to any
agreement  restricting  the purchase or transfer of,  relating to the voting of,
requiring  registration of, or granting any preemptive or, except as provided by
the terms of the DFI Employee Stock Options,  anti-dilutive  rights with respect
to, any securities of the type referred to in the two preceding sentences. Other
than the DFI subsidiaries,  DFI does not directly or indirectly beneficially own
any securities or other beneficial ownership interests in any other entity.

         (d)      Authority; Non-contravention.
                  (i) DFI has all  requisite  corporate  power and  authority to
enter into this  Agreement  and,  subject to the DFI  Stockholder  Approval  (as
defined in Section 3.01(m)), to consummate the transactions contemplated hereby.
                  (ii) The  execution  and  delivery of this  Agreement  and the
consummation  by DFI of the  transactions  contemplated  hereby  have  been duly
authorized by all necessary  corporate action on the part of DFI, subject to the
DFI Stockholder Approval. This Agreement has been duly executed and delivered by
DFI and,  assuming the due  authorization,  execution  and  delivery  thereof by
SYSCO, constitutes (or will constitute, as the case may be) the legal, valid and
binding obligation of DFI, enforceable against DFI in accordance with its terms.
                  (iii) The execution and delivery of this  Agreement  does not,
and the consummation of the transactions contemplated hereby and compliance with
the provisions of this Agreement will not, give rise to any termination or other
right under,  conflict  with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under,  (A) the DFI Certificate or the
bylaws  of  DFI  or  the  comparable  organizational  documents  of  any  of its
subsidiaries,(B) any loan or credit agreement, note, bond, mortgage,  indenture,
trust  document,  lease  or  other  contract,  agreement,   instrument,  permit,
concession, franchise, license or similar authorization applicable to DFI or any
of its subsidiaries or their  respective  properties or assets or (C) subject to
the  governmental  filings  and  other  matters  referred  to in  the  following
sentence,  any  judgment,  order,  decree,  statute,  law,  ordinance,  rule  or
regulation  applicable  to DFI or any of its  subsidiaries  or their  respective
properties or assets.
                  (iv) No consent,  approval,  order or authorization of, action
by or in respect of, or  registration,  declaration or filing with, any federal,
state, local or foreign  government,  any court,  administrative,  regulatory or
other  governmental  agency,  commission  or authority  or any  non-governmental
self-regulatory  agency,  commission or authority (a  "Governmental  Entity") is
required by or with respect to DFI or any of its subsidiaries in connection with
the execution and delivery of this Agreement by DFI or the  consummation  by DFI
of the transactions contemplated hereby, except for:
                       1) the  filing of a  pre-merger  notification  and report
         form by DFI under the Hart-Scott-Rodino  Antitrust  Improvements Act of
         1976, as amended (the "HSR Act");
                       2) the  filing  with  the  SEC of (A) a  proxy  statement
         relating  to the  DFI  Stockholders  Meeting  (as  defined  in  Section
         5.01(b)) (such proxy statement, as amended or supplemented from time to
         time, the "Proxy Statement"), and (B) such reports under Section 13(a),
         13(d),  15(d)  or16(a)  of the  Exchange  Act,  as may be  required  in
         connection  with  this  Agreement  and  the  transactions  contemplated
         hereby;
                       3) the  filing  of the  Certificate  of  Merger  with the
         Secretary  of State of  Delaware  and the  Virginia  State  Corporation
         Commission,  and appropriate documents with the relevant authorities of
         other  states in which DFI is qualified to do business and such filings
         with  Governmental  Entities to satisfy the applicable  requirements of
         state securities or "blue sky" laws; and
                       4) such consents, approvals, orders or authorizations the
         failure  of  which  to be  made  or  obtained  individually  or in  the
         aggregate  would not (x) have a material  adverse  effect on DFI or (y)
         reasonably  be  expected  to impair the  ability of DFI to perform  its
         obligations under this Agreement.

         (e)       SEC Documents; Undisclosed Liabilities.
DFI has filed all DFI SEC  Documents  (as defined in Section  8.03) with the SEC
since  December 31, 1996. As of their  respective  dates,  the DFI SEC Documents
complied in all material  respects with the  requirements of the Securities Act,
or the Exchange  Act, as the case may be, and the rules and  regulations  of the
SEC promulgated thereunder applicable to such DFI SEC Documents, and none of the
DFI SEC Documents when filed  contained any untrue  statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading.  The financial  statements of DFI included
in the DFI SEC  Documents  comply as to form,  as of their  respective  dates of
filing  with  the SEC,  in all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,  have been  prepared in accordance  with GAAP  (except,  in the case of
unaudited  statements,  as  permitted  by Form  10-Q of the  SEC)  applied  on a
consistent  basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present the consolidated financial position of DFI and
its  consolidated  subsidiaries  as of the dates  thereof  and the  consolidated
results of their  operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments).  DFI
has not treated as restructuring charges any significant expenses that DFI would
otherwise  have  expensed  against  operating  income in the ordinary  course of
business.  Except (i) as reflected in such financial  statements or in the notes
thereto or (ii) for  liabilities  incurred in connection  with this Agreement or
the  transactions  expressly  contemplated  hereby,  neither  DFI nor any of its
subsidiaries  has any liabilities or obligations  which,  individually or in the
aggregate, would have a material adverse effect on DFI.

         (f)      Information Supplied.
None of the  information  supplied  or to be supplied  by DFI  specifically  for
inclusion or  incorporation  by reference in (i) the  registration  statement on
Form S-4 (as  defined in Section  8.03)  will,  at the time the Form S-4 becomes
effective under the Securities Act,  contain any untrue  statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein  not  misleading  or (ii) the  Proxy
Statement  will, at the date it is first mailed to DFI's  stockholders or at the
time of the DFI Stockholders Meeting, contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading. The Proxy Statement will comply as to
form in all material  respects with the requirements of the Exchange Act and the
rules and regulations  thereunder,  except that no representation or warranty is
made by DFI with respect to statements made or incorporated by reference therein
based on information  supplied by SYSCO, if any,  specifically  for inclusion or
incorporation by reference in the Proxy Statement.

         (g)      Absence of Certain Changes or Events.
Except  for  liabilities  incurred  in  connection  with this  Agreement  or the
transactions  expressly  contemplated hereby, and except as permitted by Section
4.01(a),  since December 26, 1998, DFI and its subsidiaries have conducted their
business  only in the  ordinary  course  consistent  with  past  practice  or as
disclosed  in any DFI SEC  Document  filed since such date and prior to the date
hereof, and there has not been
                  (i) any material  adverse  change (as defined in Section 8.03)
in DFI,
                   (ii)  any  declaration,  setting  aside  or  payment  of  any
dividend or other distribution (whether in cash, stock or property) with respect
to any of DFI's capital stock,
                   (iii) any split,  combination or  reclassification  of any of
DFI's capital stock or any issuance or the  authorization of any issuance of any
other  securities  in respect  of, in lieu of or in  substitution  for shares of
DFI's capital  stock,  except for issuances of DFI Common Stock upon exercise or
conversion of DFI Employee Stock Options, in each case awarded prior to the date
hereof in accordance with their present terms,
                  (iv) (A) any granting by DFI or any of its subsidiaries to any
current or former  director,  executive  officer or other key employee of DFI or
its  subsidiaries  of any  increase in  compensation,  bonus or other  benefits,
except for normal increases as a result of promotions,  normal increases of base
pay in the ordinary  course of business or as was required  under any employment
agreements in effect as of December 26, 1998 or disclosed in Section  3.01(i) of
the DFI Disclosure Schedule,  (B) any granting by DFI or any of its subsidiaries
to any such current or former director, executive officer or key employee of any
increase in severance or termination  pay, or (C) any entry by DFI or any of its
subsidiaries into, or any amendment of, any employment,  deferred  compensation,
consulting,  severance,  termination or indemnification  agreement with any such
current or former director, executive officer or key employee,
                   (v) any change in accounting methods, principles or practices
by DFI materially  affecting its assets,  liabilities or business except insofar
as may have been  disclosed in DFI SEC  Documents  filed and publicly  available
prior to the date of this Agreement or required by a change in GAAP,
                   (vi) any tax election that  individually  or in the aggregate
would have a material  adverse effect on DFI or any of its tax attributes or any
settlement or compromise of any material income tax liability  except insofar as
may have been disclosed in the DFI SEC Documents, or
                   (vii) any action taken by DFI or any of the DFI  subsidiaries
during the period  from  December  26, 1998  through the date of this  Agreement
that,  if taken  during the period from the date of this  Agreement  through the
Effective Time, would constitute a breach of Section 4.01(a).

         (h)      Compliance with Applicable Laws; Litigation.
                    (i) DFI, its  subsidiaries  and employees  hold all permits,
licenses,  variances,  exemptions,  orders,  registrations  and approvals of all
Governmental  Entities which are required for the operation of the businesses of
DFI and its subsidiaries  (the "DFI Permits"),  except where the failure to have
any such DFI Permits  individually or in the aggregate would not have a material
adverse effect on DFI. Section 3.01(h) of the DFI Disclosure  Schedule lists all
of the Permits. DFI and its subsidiaries are in compliance with the terms of the
DFI  Permits  and  all  applicable  statutes,   laws,   ordinances,   rules  and
regulations,  except  where  the  failure  so to comply  individually  or in the
aggregate  would not have a material  adverse  effect on DFI.  As of the date of
this Agreement, except as disclosed in the DFI SEC Documents, no action, demand,
requirement or investigation by any Governmental  Entity and no suit,  action or
proceeding  by any  person,  in  each  case  with  respect  to DFI or any of its
subsidiaries  or any of their  respective  properties,  is  pending  or,  to the
knowledge (as defined in Section 8.03) of DFI,  threatened,  other than, in each
case, those the outcome of which  individually or in the aggregate would not (A)
have a material  adverse  effect on DFI or (B)  reasonably be expected to impair
the ability of DFI to perform its obligations under this Agreement or prevent or
materially  delay  the  consummation  of any of  the  transactions  contemplated
hereby.
                  (ii)  Neither  DFI nor any DFI  subsidiary  is  subject to any
outstanding  order,  injunction  or decree  which has had or,  insofar as can be
reasonably  foreseen,  individually  or in the  aggregate  will have, a material
adverse effect on DFI.

         (i)      Absence of Changes in Benefit Plans.
                  (i) DFI has delivered to SYSCO true and complete copies of (A)
all  severance  and  employment  agreements  of DFI  with  directors,  executive
officers or key  employees,  (B) all severance  programs and policies of each of
DFI and each DFI  subsidiary,  and (C) all plans or arrangements of DFI and each
DFI  subsidiary  relating  to its  employees  which  contain  change in  control
provisions,  in each case  which has not been  filed as an  exhibit to a DFI SEC
Document.  DFI has also  delivered  (in each case which has not been filed as an
exhibit  to DFI SEC  Document)  to SYSCO  true and  complete  copies  of (x) any
"employee  benefit plan (as defined by Section  3(3) of the Employee  Retirement
Income  Security Act of 1974, as amended  ("ERISA"),  and (y) any other material
bonus, pension,  profit sharing,  deferred compensation,  commission,  incentive
compensation,  stock  ownership,  stock purchase,  stock option,  phantom stock,
retirement,  retention,  vacation, fringe benefit, severance,  disability, death
benefit,  hospitalization,  sick  leave,  medical  or other  plan,  trust  fund,
arrangement  or  understanding  providing  benefits  to any  current  or  former
employee,  officer or director of DFI or any of its wholly owned subsidiaries or
any  beneficiary  thereof  (each such  plan,  agreement,  policy,  trust fund or
arrangement, together with the agreements and policies described in clauses (A),
(B) and (C) of the preceding sentence,  are referred to herein as a "DFI Benefit
Plan", and collectively, the "DFI Benefit Plans").
                  (ii) Since December 26, 1998,  there has not been any adoption
or amendment in any material  respect by DFI or any of its  subsidiaries  of any
collective  bargaining agreement,  employment  agreement,  consulting agreement,
severance  agreement,  or DFI  Benefit  Plan,  or  any  material  change  in any
actuarial or other assumption used to calculate funding obligations with respect
to any DFI Benefit Plan which is an `employee  pension benefit plan' (as defined
by Section 3(2) of ERISA) (a "DFI Pension Plan"),  or any material change in the
manner in which  contributions to any DFI Pension Plans are made or the basis on
which such  contributions are determined.  Since December 26, 1998,  neither DFI
nor any DFI  subsidiary  has amended any DFI Employee  Stock  Options or any DFI
Stock Plans to  accelerate  the vesting of, or release  restrictions  on, awards
thereunder,  or to  provide  for such  acceleration  in the event of a change in
control.

         (j)      Financial Statements.
The  financial  statements  included in DFI's Annual Report on Form 10-K for the
fiscal year ended December 26, 1998 and such other  periodic  reports filed with
the SEC under the  Exchange  Act since such date  (collectively,  together  with
DFI's  Annual  Report on Form 10-K for the fiscal year ended  December 26, 1998,
the  "Financial  Statements")  have been prepared in accordance  with  generally
accepted accounting  principles applied on a consistent basis during the periods
involved ("GAAP") (except, in the case of unaudited statements,  as permitted by
Form 10-Q of the SEC and except as may be  indicated  in the notes  thereto) and
fairly present the consolidated  financial  position of DFI and its subsidiaries
as of the dates thereof and the  consolidated  results of their  operations  and
cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements, to year-end audit adjustments).

         (k)      ERISA Compliance.
                  (i) DFI has  delivered  to  SYSCO,  with  respect  to each DFI
Benefit  Plan,  true and  complete  copies of (A) the  documents  embodying  and
relating to the plan, including,  without limitation, the current plan documents
and documents  creating any trust maintained  pursuant thereto,  all amendments,
investment  management  agreements,   administrative  service  contracts,  group
annuity contracts,  insurance contracts,  collective bargaining agreements,  the
most recent summary plan description with each summary of material modification,
if any, and employee handbooks,  (B) annual reports including but not limited to
Forms  5500,  990 and 1041 for the last  three  (3)  years  for the plan and any
related trust, (C) actuarial valuation reports and financial  statements for the
last  three (3)  years,  and (D) each  communication  involving  the plan or any
related trust received  since December 31, 1995 to or from the Internal  Revenue
Service  ("IRS"),   Department  of  Labor  ("DOL"),   Pension  Benefit  Guaranty
Corporation  ("PBGC") or any other  governmental  authority  including,  without
limitation,   the  most  recent  determination  letter  received  from  the  IRS
pertaining to any DFI Benefit Plan intended to qualify under Sections  401(a) or
501(c)(9) of the Code.
                  (ii)  DFI  has  no  obligation  to  contribute  to or  provide
benefits  pursuant  to, and has no other  liability of any kind with respect to,
(A) a "multiple  employer  welfare  arrangement"  (within the meaning of Section
3(40) of ERISA),  or (B) a "plan  maintained by more than one employer"  (within
the meaning of Section 413(c) of the Code).
                  (iii)  Each  DFI  Benefit  Plan  has  been   administered   in
accordance  with its terms,  except for any  failures so to  administer  any DFI
Benefit Plan that  individually  or in the  aggregate  would not have a material
adverse  effect on DFI.  DFI,  its  subsidiaries,  any ERISA  Affiliate  (hereby
defined to include any trade or  business,  whether or not  incorporated,  other
than DFI, which has employees who are or have been at any date of  determination
occurring  within the  preceding  six (6)  years,  treated  pursuant  to Section
4001(a)(14)  of ERISA  and/or  Section 414 of the Code as  employees of a single
employer  which  includes DFI) and all the DFI Benefit Plans have been operated,
and are in compliance with the applicable  provisions of ERISA, the Code and all
other  applicable  laws and the terms of all  applicable  collective  bargaining
agreements,  except for any failures to be in such compliance that  individually
or in the aggregate would not have a material  adverse effect on DFI. No fact or
event has occurred since the date of any determination  letter from the IRS that
is reasonably  likely to affect  adversely the qualified  status of any such DFI
Benefit Plan or the exempt status of any such trust, except for the enactment of
legislation  that requires changes in any DFI Benefit Plan the date for adoption
of which has not yet passed.
                  (iv) No DFI Benefit Plan has incurred an "accumulated  funding
deficiency"  (within  the  meaning of Section 302 of ERISA or Section 412 of the
Code) whether or not waived. There are not any facts or circumstances that would
materially  adversely change the funded status of any DFI Benefit Plan that is a
"defined  benefit" plan (as defined in Section 3(35) of ERISA) since the date of
the most recent actuarial report for such plan.
                  (v)  With   respect  to  any  DFI  Benefit   Plan  that  is  a
"multiemployer plan" (as defined in Section 3(37) of ERISA), (A) neither DFI nor
any of its  subsidiaries  has any  contingent  liability  under  Section 4204 of
ERISA,  and no  circumstances  exist that present a material  risk that any such
plan will go into reorganization,  and (B) the aggregate withdrawal liability of
DFI and its subsidiaries, computed as if a complete withdrawal by DFI and any of
its  subsidiaries  had  occurred  under each such DFI  Benefit  Plan on the date
hereof, would not be material.
                  (vi) No  employee  of DFI  will be  entitled  to any  material
payment,  additional  benefits  or any  acceleration  of the time of  payment or
vesting  of  any  benefits  under  any  DFI  Benefit  Plan  as a  result  of the
transactions contemplated by this Agreement (either alone or in conjunction with
any other event such as a termination of employment),  except that substantially
all DFI Employee Stock Options will vest as of the date on which DFI Stockholder
Approval is obtained.
                  (vii) All  payments  required  by any DFI  Benefit  Plan,  any
collective   bargaining  agreement  or  by  law  (including  all  contributions,
insurance premiums,  premiums due the PBGC or intercompany charges) with respect
to all periods through the date hereof have been made.
                  (viii)  Other than  ordinary  claims for  benefits,  no claim,
lawsuit,  arbitration  or  other  action  has been  asserted  or  instituted  or
threatened in writing  against any DFI Benefit Plan,  any trustee or fiduciaries
thereof, DFI or any ERISA Affiliate, any director,  officer or employee thereof,
or any of the assets of a DFI Benefit Plan or any related trust.
                  (ix) No DFI Benefit  Plan is under audit or  investigation  by
the IRS or the DOL or any other  governmental  authority  and no such  completed
audit, if any, has resulted in the imposition of any tax, interest or penalty.
                  (x) If a DFI Benefit Plan purports to be a voluntary employees
beneficiary  association  ("VEBA"), a request for a determination letter for the
VEBA has been  submitted to and approved by the IRS that the VEBA is exempt from
federal income tax under Section 501(c)(9) of the Code, and nothing has occurred
or  is  expected  to  occur  that  caused  or  could  cause  the  loss  of  such
qualification  or exemption or the  imposition  of any tax,  interest or penalty
with respect thereto.
                  (xi)  No  DFI   Benefit   Plan  has  been   terminated   under
circumstances which would result in liability to the PBGC.
                  (xii) In the case of a DFI  Benefit  Plan that is  subject  to
Title IV of ERISA,  no  proceeding  has been or is expected to be  initiated  to
terminate the plan.
                  (xiii) DFI is not  subject  to any liens,  and excise or other
taxes under ERISA,  the Code or other applicable law relating to any DFI Benefit
Plan;  has not ceased  operations  at a facility so as to become  subject to the
provisions  of Section  4062(e) of ERISA;  has not  withdrawn  as a  substantial
employer so as to become subject to the provisions of Section 4063 of ERISA; and
has not ceased making  contributions  to any DFI Benefit Plan subject to 4064(a)
of ERISA to which  DFI or any ERISA  Affiliate  made  contributions  at any time
during the six (6) years prior to the date hereof.
                  (xiv) No amounts  payable  under any DFI  Benefit  Plan or any
agreements  with DFI employees will fail to be deductible for federal income tax
purposes by virtue of Section 280G of the Code;
                  (xv) No DFI Benefit  Plan in any way provides for any benefits
of any kind whatsoever  (other than under COBRA, the Federal Social Security Act
or any DFI Benefit Plan  qualified  under Section 401(a) of the Code) to any DFI
Employee who, at the time the benefit is to be provided, is a former director or
employee of, or other  provider of services to, DFI or an ERISA  Affiliate (or a
beneficiary  of any such  person),  nor have  any  representations,  agreements,
covenants or commitments  been made to provide such benefits.  Neither SYSCO nor
the Surviving  Corporation will have any liability with respect to such benefits
or as a result of any representations,  agreements,  covenants or commitments to
provide such benefits offered or made by or on behalf of DFI.
                  (xvi)  Any  contribution,   insurance  premium,   excise  tax,
interest charge or other liability or charge imposed or required with respect to
any DFI Benefit Plan which is  attributable  to any period or any portion of any
period  prior to the Closing  shall be  reflected  as a liability on the Closing
Balance  Sheet,  including,  without  limitation (A) any portion of the matching
contribution  required with respect to the  Doughtie's  Foods,  Inc.  Retirement
Savings  and 401(k) Plan for the plan year  ending  after the  Closing  which is
attributable to elective  contributions  made by participants in such plan prior
to the Closing and assuming that all  participants are employed by DFI as of the
end of such plan  year,  and (B) an amount  equal to a pro rata  portion  of the
quarterly contribution  requirement with respect to any DFI pension plan for the
quarter beginning immediately prior to the Closing,  based on the number of days
that will have elapsed from such date through the Closing.

          (l)     Taxes.
For purposes of this  Agreement,  "Income  Tax" shall mean any  federal,  state,
local,  or foreign  income tax,  including  any interest,  penalty,  or addition
thereto,  whether  disputed or not;  "Income Tax Return"  shall mean any return,
declaration,  report,  claim for  refund,  or  information  return or  statement
relating to Income  Taxes,  including any schedule or  attachment  thereto,  and
including any amendment thereof. "Tax" shall mean all Income Taxes and any other
franchise,  capital stock, property,  personal property,  tangible,  intangible,
withholding, FICA, unemployment compensation,  disability, transfer, sales, use,
excise, registration, license, occupation, environmental,  alternative or add-on
minimum,  estimated  and all  other  Taxes  (including  interest,  penalties  or
additions  associated  therewith),  for which DFI or any of its subsidiaries may
have any liability imposed by the United States or any State,  county,  city, or
municipality or other governmental subdivision thereof, whether disputed or not.
Except as disclosed in Section 3.01(1) of the DFI Disclosure Schedule:
                  (i) all Income Tax Returns,  including  estimated  returns and
reports of every material kind which are due to have been filed by DFI or any of
its subsidiaries in accordance with applicable law, have been duly filed and are
true, correct and complete in all respects;
                  (ii) all Taxes  paid on or before  the date  hereof,  together
with any amounts accrued as liabilities for Taxes (whether  accrued as currently
payable or deferred) on the books of DFI or its  subsidiaries  and  reflected in
the Closing  Balance Sheet will be adequate to satisfy all liabilities for Taxes
of DFI or any of its  subsidiaries in any jurisdiction for all periods ending on
or  before  the  Closing  Date  (excluding,  however,  any  liability  for Taxes
attributable to the transactions contemplated by this Agreement);
                  (iii) no Income Tax  claims  have been  asserted,  or to DFI's
knowledge  proposed or threatened  against DFI or any of its  subsidiaries,  and
(other  than  the  pending  audit  identified  in  Section  3.01(1)  of the  DFI
Disclosure  Schedule) no audit or investigation of any return or report of Taxes
is currently underway, pending or, to DFI's knowledge, threatened;
                  (iv) there are no outstanding  waivers or agreements by DFI or
any of its  subsidiaries  for an  extension  of time for the  assessment  of any
Income Taxes or deficiencies  thereof, nor are there any requests for Income Tax
rulings,  outstanding subpoenas,  requests for information,  or any other matter
pending between DFI or any of its subsidiaries and any Income Tax authority;
                  (v) neither DFI nor any of its  subsidiaries is a party to any
Income Tax allocation or sharing  agreement,  except for agreements which relate
exclusively to DFI and its subsidiaries;
                  (vi) neither DFI nor any of its subsidiaries has any liability
for the Income Taxes of any Person  (other than DFI or any of its  subsidiaries)
under Treasury Regulation  ss.1.1502-6 (or any similar provision of State, local
or foreign law);

         (m)      Voting Requirements.
The  affirmative  vote at the  DFI  Stockholders  Meeting  of the  holders  of a
two-thirds  majority of all outstanding shares of DFI Common Stock to adopt this
Agreement  (the "DFI  Stockholder  Approval") is the only vote of the holders of
any class or series of DFI's capital  stock  necessary to approve and adopt this
Agreement and the transactions contemplated hereby, including the Merger.

         (n)     State Takeover Statutes; Certain Provisions of DFI Certificate.
The Board of Directors of DFI has adopted a resolution or resolutions  approving
this  Agreement  and the  transactions  contemplated  hereby and,  assuming  the
accuracy of SYSCO's  representation  and warranty  contained in Section 3.02(g),
such  approval  constitutes  approval  of the Merger and the other  transactions
contemplated  hereby  by the DFI Board of  Directors  under  the  provisions  of
Article 14, to the extent  applicable,  of the VSCA such that  Article 14 of the
VSCA does not apply to this Agreement and the transactions  contemplated hereby.
To the  knowledge  of DFI,  except for  Article  14 of the VSCA  (which has been
rendered inapplicable), no state takeover statute is applicable to the Merger or
the other transactions contemplated hereby.

         (o)      Brokers.
No broker, investment banker, financial advisor or other person other than Mann,
Armistead & Epperson,  Ltd., the fees and expenses of which will be paid by DFI,
is entitled to any broker's,  finder's, financial advisor's or other similar fee
or commission in connection with the transactions contemplated by this Agreement
based upon  arrangements made by or on behalf of DFI. DFI has furnished to SYSCO
true and complete copies of all agreements under which any such fees or expenses
are  payable  and  all  indemnification  and  other  agreements  related  to the
engagement of the persons to whom such fees are payable.

         (p)      Opinion of Financial Advisors.
DFI has received the opinion of Mann, Armistead & Epperson, Ltd., dated the date
of this  Agreement,  to the effect that, as of such date, the Exchange Ratio for
the  conversion  of DFI  Common  Stock into  SYSCO  Common  Stock is fair from a
financial  point of view to holders of shares of DFI Common  Stock  (other  than
SYSCO and its affiliates), signed copies of which opinion have been delivered to
SYSCO on or before the date of this Agreement, it being understood and agreed by
SYSCO that such  opinion is for the benefit of the Board of Directors of DFI and
may not be relied upon by SYSCO or its affiliates.

         (q)      Intellectual Property.
DFI and its subsidiaries own or have a valid license to use, and Section 3.01(q)
of the DFI Disclosure  Schedule  lists,  all  trademarks,  service marks,  trade
names,  patents and copyrights  (including any registrations or applications for
registration  of any of the  foregoing)  (collectively,  the  "DFI  Intellectual
Property")  necessary  to  carry  on its  business  substantially  as  currently
conducted except for such DFI Intellectual  Property the failure of which to own
or validly  license  individually  or in the aggregate would not have a material
adverse  effect on DFI.  Neither DFI nor any such  subsidiary  has  received any
notice of infringement of or conflict with, and, to DFI's  knowledge,  there are
no  infringements  of or conflicts (i) with the rights of others with respect to
the use of, or (ii) by others  with  respect to, any DFI  Intellectual  Property
that  individually  or in the  aggregate,  in either  such  case,  would  have a
material adverse effect on DFI.

         (r)      Certain Contracts.
                  (i)  Except  as set  forth  in  Section  3.01(r)  of  the  DFI
Disclosure  Schedule,  neither DFI nor any of its  subsidiaries is a party to or
bound by (A) any "material contract" (as such term is defined in Item 601(b)(10)
of Regulation  S-K of the SEC), (B) any  non-competition  agreement or any other
agreement or  obligation  which  purports to limit in any  material  respect the
manner in which, or the localities in which,  all or any material portion of the
business  of DFI  and  its  subsidiaries,  taken  as a  whole,  is or  would  be
conducted,  (C) any  exclusive  supply or purchase  contracts  or any  exclusive
requirements  contracts  or (D) any  contract  or other  agreement  which  would
prohibit  or  materially  delay  the  consummation  of the  Merger or any of the
transactions contemplated by this Agreement (all contracts of the type described
in  clauses  (A)  through  (D)  being   referred  to  herein  as  "DFI  Material
Contracts").
                  (ii) Section 3.01(r) of the DFI Disclosure Schedule sets forth
a list of the contracts  dealing with current or future rights or obligations of
DFI and meeting any of the criteria set forth in clauses 1)
through 13) below and denotes which of those are DFI Material Contracts.
                       1) Any single  contract  or  purchase  order  (other than
         purchase  orders for  inventory  in the  ordinary  course of  business)
         providing for an expenditure by DFI in excess of $5,000.
                       2) Any contract  providing for an  expenditure by DFI for
         the purchase of real property.
                       3) any  contract  with  respect  to any DFI  Intellectual
         Property  (other  than  licenses  for widely  available,  off-the-shelf
         software).
                       4) Any  contract  pursuant  to which DFI is the lessee or
         sublessee  of any real or  personal  property  (other  than  leases  of
         personal property leased in the ordinary course of business with annual
         lease payments no greater than $5,000).
                       5) Any  contract  pursuant  to which DFI is the lessor or
         sublessor of any real or personal property.
                       6)  Any  loan  agreement,   indenture,  promissory  note,
         conditional  sales  agreement,  security  agreement,  letter  of credit
         arrangement,  guarantee,  indemnity, surety, foreign exchange contract,
         accommodation or other similar type of agreement.
                       7)  Any  written  sales  agency,  sales   representation,
         distributorship or franchise agreement.
                       8) Any contract  providing for the payment of any cash or
         other  benefits  upon  the  sale  or  change  of  control  of  DFI or a
         substantial portion of its assets.
                       9) Any joint  venture,  partnership  and  other  contract
         (however  named)  involving  a sharing  of  profits,  losses,  costs or
         liabilities by any of DFI or its subsidiaries  with any other person or
         entity.
                       10) Any contract  containing  covenants that restrict the
         business  activity  of any of DFI or  its  subsidiaries  or  limit  the
         freedom  of any of DFI or its  subsidiaries  to  engage  in any line of
         business.
                       11) Any power of attorney that is currently effective and
         outstanding.
                       12) Any contract with any director, officer, shareholder,
         employee,  or affiliates of any of the foregoing entered into by any of
         DFI or its subsidiaries.
                       13) any other  written  or  unwritten  agreement  that is
         Material to the business of any of DFI or its subsidiaries.
                  (iii) DFI has  delivered to SYSCO,  prior to the  execution of
this  Agreement,  complete and correct copies of all DFI Material  Contracts not
filed as exhibits to the DFI Filed SEC Documents.  Each DFI Material Contract is
valid and binding on DFI (or, to the extent a DFI  subsidiary  is a party,  such
subsidiary)  and is in full force and  effect,  and DFI and each DFI  subsidiary
have in all material respects performed all obligations required to be performed
by  them  to  date  under  each  DFI  Material   Contract,   except  where  such
noncompliance,  individually  or in the  aggregate,  would  not have a  material
adverse  effect  on DFI.  Neither  DFI nor any DFI  subsidiary  knows of, or has
received  notice of, any  violation or default  under (nor,  to the knowledge of
DFI, does there exist any condition which with the passage of time or the giving
of notice or both would  result in such a  violation  or default  under) any DFI
Material Contract.

         (s)      Environmental Liability.
                  (i)  To DFI's knowledge after due investigation:
                                    1) All of the  real  property  currently  or
                  formerly owned or leased by DFI or its subsidiaries along with
                  any  other  property  at which  DFI or its  subsidiaries  have
                  operated  (the  "Property")  is (or, as to  Property  formerly
                  owned or leased,  was during the period of such  ownership  or
                  lease,  and  currently  is) free of Hazardous  Substances  (as
                  defined below) or underground storage tanks.
                                    2) The  Property  is not and  never has been
                  subject  to  a  release,   emission,   spill,  dislocation  or
                  discharge of any Hazardous Substances.
                                    3)  Section  3.01(s)  of the DFI  Disclosure
                  Schedule lists any  environmental  site assessments or similar
                  reports pertaining to the Property  commissioned or controlled
                  by DFI or in its  possession,  and  copies  of same  have been
                  provided to SYSCO.
                                    4) DFI has not caused or  permitted,  nor is
                  it aware  that any  predecessor  in  interest  has  caused  or
                  permitted the  generation,  treatment,  handling,  production,
                  storage, disposal, release, refinement,  dumping or burying of
                  any  Hazardous  Substances,  disposal  in,  on,  or under  the
                  Property,  nor has DFI  caused  any of  such  materials  to be
                  delivered to any other  property  for dumping,  burying or any
                  other   purpose   which  was  not  in   accordance   with  the
                  Environmental  Laws (as defined  below) in such a manner or to
                  such a  location  that  has or will  cause  DFI,  SYSCO or the
                  Surviving   Corporation  to  incur  any  liability  under  the
                  Environmental  Laws,  including with regard to the handling of
                  Hazardous Substances,  and is not a "notifier" under CERCLA or
                  "generator" under RCRA.
                                    5) Except as set forth in Section 3.01(s) of
                  the DFI Disclosure  Schedule,  any underground storage tank on
                  the Property  currently or formerly used in the  operations of
                  DFI complies with all Environmental Laws.
                                    6) The  information  which DFI has  provided
                  SYSCO pertaining to the environmental  history of the Property
                  for the period  during  which the  Property  has been owned or
                  used by DFI is true,  correct  and  complete  in all  material
                  respects.
                       (ii)  There  are  no  agreements   between  DFI  and  any
governmental  agency or any private party concerning the  Environmental  Laws or
relating to Hazardous Substances.
                       (iii) There are no  Environmental  Laws applicable to DFI
or the  Property  that would  require  DFI to obtain the  approval of or provide
notice to any governmental  authority which has not been obtained or provided as
a  condition  to the  consummation  of the  transactions  contemplated  by  this
Agreement.
                       (iv) DFI has not given, nor, to DFI's knowledge after due
investigation,  is it required to give,  notice of the  presence or detection of
Hazardous  Substances  pursuant  to any of the  Environmental  Laws,  except  as
required  generally by such laws, nor has DFI received  notice that any property
currently  or formerly  owned or operated by DFI is on any state or federal list
of "Superfund" sites, or any list of inactive hazardous substance sites.
                       (v) There is no pending or, to DFI's  knowledge after due
investigation,  threatened  claim,  litigation or proceeding before any court or
any  governmental or  administrative  body in which any person or entity alleges
the presence,  disposal,  transportation,  arranging  for  disposal,  discharge,
spill,  release, or threat of release of any Hazardous Substances at or from the
Property which, if determined  adversely,  could create liability on the part of
DFI,  SYSCO or the  Surviving  Corporation,  nor is DFI  aware  of any  facts or
circumstances  that  would  reasonably  lead it to  believe  that any  person or
governmental authority may allege any of the foregoing. To DFI's knowledge after
due investigation, the Property and the business of DFI and its subsidiaries are
and have been in material  compliance with all  Environmental  Laws, and neither
DFI, its subsidiaries nor the Property has incurred any liability thereunder.
                       (vi)  For  the  purposes  of this  Agreement,  "Hazardous
Substances" shall mean petroleum  products,  flammable  explosives,  radioactive
materials,  asbestos or any material containing polychlorinated biphenyls and/or
any  hazardous,  toxic or  dangerous  waste,  substance  or any similar  item so
defined  by and as  regulated  under  Environmental  Laws.  Excepted  from  such
definition are those building materials within, or on or a part of structures on
the Property in compliance with the Environmental Laws and Hazardous  Substances
typically used in a business such as DFI's,  but only to the extent that of such
quantities  normally  used in such a business,  and only to the extent that such
Hazardous  Substances have been used,  stored and disposed of in accordance with
all Environmental Laws.
                       (vii) For the purposes of this Agreement,  "Environmental
Laws" shall mean all applicable federal,  state and local rules, laws, statutes,
ordinances  and  regulations  that govern  health,  safety and the  environment,
including  without  limitation,  the Resource  Conservation  and Recovery Act of
1976, as amended (42 U.S.C.A.  ss.ss. 6901 et seq.) ("RCRA"),  the Comprehensive
Environmental Response,  Compensation and Liability Act, as amended (42 U.S.C.A.
ss.ss.   9601  et   seq.)("CERCLA"),   the  Emergency   Planning  and  Community
Right-to-Know Act of 1986 (42 U.S.C.A. ss.ss. 11001 et seq.), the Clean Air Act,
as amended (42 U.S.C.A.  ss.ss.  7401), the Federal Water Pollution Control Act,
as amended (33 U.S.C.A.  ss.ss. 1251 et seq.), the Toxic Substances  Control Act
and the Occupational Health & Safety Act of 1970, as amended (29 U.S.C.A. ss.ss.
651 et seq.).
                       (viii) For the  purposes  of this  Section  3.01(s),  "to
DFI's  knowledge  after  due  investigation"  means  that  officers  of DFI have
reviewed  or caused the review of internal  files  regarding  the  environmental
condition and compliance with Environmental Laws of the Property or DFI and have
interviewed  employees of DFI who are known to such  officers to have  knowledge
regarding the environmental  condition and compliance with Environmental Laws of
the Property or DFI.

         (t)      Inventory.
The inventory of DFI and its subsidiaries, net of reasonable (in accordance with
past  practices of DFI and  industry  standards)  reserves,  consists of Salable
inventory  of a  quality  and  quantity  generally  maintained  and  sold in the
ordinary course of business. For purposes hereof, inventory is "Salable" only if
it  (including  its  packaging)  is in the  physical  condition  to be  sold  to
customers in the ordinary  course of business and in  accordance  with  industry
standards  and  applicable  government  regulations;   provided,  however,  that
"Salable" inventory does not include
                  (i) any item whose supplier notifies either SYSCO,  Merger Sub
or DFI prior to the Closing  that such item may not be  distributed  by SYSCO or
the Surviving Corporation following Closing,
                  (ii) any items which are private label  products for customers
who immediately prior to the Closing are no longer customers of DFI,
                  (iii)  items which are,  pursuant  to  industry or  government
standards, including, without limitations,  U.S.D.A. standards,  out-of-date (or
perishable  product in excess,  in days supply, of the normal shelf life of such
product) or
                  (iv) items of obsolete inventory.

         (u)      Collective Bargaining Agreements.
Section  3.01(u) of the DFI  Disclosure  Schedule sets forth a true and complete
list of all labor union contracts  covering any current  employees of DFI or its
subsidiaries.

         (v)      Title to and Condition of Assets.
                  (i) DFI and its subsidiaries have good and marketable title to
all  assets  used or held for use in its  respective  business  (and a valid and
enforceable leasehold interest in all assets subject to leases, if any) free and
clear of all  encumbrances,  claims,  security  interests,  liens,  charges,  or
restrictions  of any kind (including  those,  if any,  arising in respect of the
Perishable Agricultural Commodities Act).
                  (ii) All items of  tangible  personal  property of DFI and its
subsidiaries,  including each item of equipment, used in the day-to-day business
of DFI and its  subsidiaries  are in good working  condition,  ordinary wear and
tear excepted.
                  (iii) Section 3.01(v) of the DFI Disclosure  Schedule contains
a true and correct listing of all items of machinery, trucks, tractors, trailers
and other vehicles, personal and laptop computers, refrigeration units and other
warehouse and materials  handling equipment owned or leased (as denoted thereon)
by DFI or its subsidiaries.

         (w)      Internet Presence.
Section 3.01(w) of the DFI Disclosure  Schedule describes DFI's public,  private
or  reserved  presence  on the world  wide web,  multi-party  extranet,  virtual
private network,  or similar internet based,  linked system, if any,  ("Internet
Presence").  DFI's domain  name(s),  if any, are currently  registered  with the
currently  authorized  Internet  Domain Name Registrar and are in good standing.
DFI  warrants  that  its  Internet  Presence,  if any,  is  wholly  passive  and
informational in nature and involves no interactivity  between third parties and
DFI  including  purchases,   sales,  leases  or  other  commercial  transactions
conducted in any degree by or through the Internet Presence.

         (x)      Year 2000 Compliance.
For the purposes of this Section 3.01(x),  "Computer Systems" means all computer
software,  hardware,  related  systems  and  equipment,  and all  other  devices
containing or utilizing  embedded  computer chips,  which are owned,  leased, or
used by DFI or its  subsidiaries  and which  are  reasonably  necessary  for the
performance  of  the  business   obligations  and  operations  of  DFI  and  its
subsidiaries.  Section  3.01(x) of the DFI  Disclosure  Schedule  summarizes the
actions taken and to be taken by DFI (collectively, the "Y2K Actions") to ensure
that the Computer Systems will function normally before,  during,  and after the
change  from the year 1999 to the year 2000.  Subject to the  uncertainties  set
forth in Section 3.01(x) of the Disclosure Schedule,  upon completion of the Y2K
Actions,  the Computer  Systems  will,  to DFI's  knowledge,  process data which
includes  date  values  from,  into and  between  the  twentieth  (20th) and the
twenty-first  (21st)  centuries  and all uses in any manner of such date  values
("Calendar  Related  Data")  with  such  accuracy  so as not to have a  material
adverse effect on the day to day operation of DFI's business taken as a whole or
the servicing of its customers in the ordinary course of its business.

         (y)      Immigration Matters.
                  (i) With  respect  to all  employees  (as  defined  in Section
274a.1(g) of Title 8, Code of Federal  Regulations) of DFI and its subsidiaries,
DFI and its subsidiaries  have complied with the Immigration  Reform and Control
Act of 1986, as amended,  and all regulations  promulgated  thereunder  ("IRCA")
with respect to the completion,  maintenance and other documentary  requirements
of Forms I-9  (Employment  Eligibility  Verification  Forms) for all current and
former employees and the  reverification of the employment status of any and all
employees whose employment authorization documents indicated a limited period of
employment authorization.
                  (ii) Section 3.01(y) of the DFI Disclosure Schedule contains a
true and  complete  list of all  employees  of DFI who are not  citizens  of the
United  States of  America  and who are not  permanent  residents  of the United
States of America, together with a true and complete list of the visa status and
visa expiration dates of such employee.
                  (iii) DFI has employed only individuals  authorized to work in
the United States,  DFI has not received any written notice of any inspection or
investigation  relating to its alleged  noncompliance with or violation of IRCA,
nor has it been warned,  fined, or otherwise  penalized by reason of any failure
to comply with IRCA.
                  (iv) The consummation of the transactions contemplated by this
Agreement  will not, (i) give rise to any  liability for the failure to properly
complete  and  update  Forms  I-9,  (ii)  give  rise  to any  liability  for the
employment of individuals  not authorized to work in the United States and (iii)
or cause any  current  employee  to become  unauthorized  to work in the  United
States.

         (z) Books and Records; Copies of Documents.  
                  (i) DFI has provided SYSCO with reasonable access to its books
and records.  DFI has maintained all books and records in the ordinary course of
its business and has not  disposed of or destroyed  any books and records  other
than in the ordinary course of its business.
                  (ii) DFI has  delivered  or made  available  to SYSCO true and
correct copies of each agreement or other document  listed or referred to herein
or in the DFI Disclosure  Schedule not previously filed as an exhibit to the DFI
Filed SEC Documents.

         (aa)     Accounts Receivable.
                       (i) All of DFI's accounts  receivable  outstanding at the
date  hereof  and those  arising  from and after  the date  hereof  prior to the
Effective Time (collectively, the "Closing Accounts Receivable") are and will be
bona fide, and arose or will arise in the ordinary course of business. No person
has any liens on such Closing Accounts  Receivable,  or any part thereof, and no
agreement  for  deduction  or  discount  has been made with  respect to any such
accounts  receivable which is not reflected in the outstanding  balance thereof.
Section  3.01(aa) of the DFI Disclosure  Schedule sets forth all  receivables of
DFI as of March 31,  1999 and at  Closing  will set forth all  Closing  Accounts
Receivable,  showing the face amount of each and  denoting  which such  accounts
are, by their terms,  past due (the "Past Due Accounts").  All Closing  Accounts
Receivable are fully collectible within three years from the Closing Date.
                   (ii) For  purposes of  measuring  DFI's  compliance  with the
representation  and  warranty  set forth in clause (i): (A) the measure of DFI's
non-compliance  with  clause (i) above shall equal the excess of the face amount
of the Closing  Accounts  Receivable as of the Closing Date over the collections
received by the Surviving  Corporation on the Closing  Accounts  Receivable from
the Closing Date through the third  anniversary  thereof and applied as provided
in  clause  (B)  immediately  following;  (B) all  collections  received  by the
Surviving  Corporation  on Past Due  Accounts  shall be  applied  to the  latest
invoice of the respective  payor account  debtor except to the extent  otherwise
expressly  directed  in  writing  by such  account  debtor  and all  collections
received by the Surviving  Corporation on the Closing Accounts  Receivable which
are not Past Due Accounts shall be applied in accordance with the past practices
of DFI; and (C) SYSCO and the Surviving  Corporation  shall use their  customary
accounts  receivable  collection  practices  in respect of the Closing  Accounts
Receivable  and shall be entitled to make all decisions as to  credit-worthiness
of Closing Accounts Receivable account debtors in their sole discretion.
              (iii) Following  Closing,  SYSCO shall control  collections of the
Closing  Accounts  Receivable  until the first  anniversary of the Closing Date,
from  and  after  which  time  SYSCO  shall,  upon  request  of the  Stockholder
Representative,  transfer  responsibility  for such  collections  to Stockholder
Representative  provided that Stockholder  Representative  agrees at the time of
such  request to continue  any legal  proceedings  that may have been  initiated
prior thereto in connection  with such  collections.  At any time from and after
the first anniversary of the Closing Date, the Stockholder  Representative shall
have the right to buy from SYSCO or the Surviving Corporation any one or more of
the Closing Accounts  Receivable for the face amount of its outstanding  balance
at the time of such  purchase and a Claims Fee as provided in an  undisputed  or
resolved  claim  to  SYSCO  or the  Surviving  Corporation.  Funds  for any such
purchase before the second anniversary of the Closing shall be provided from the
Representative's  Fund or such other funding  arrangements as may be arranged by
and at the  discretion  of the  Stockholder  Representative;  funds for any such
purchase after the second anniversary of the Closing Date shall be provided from
the Tax and Receivables Escrow Fund.
              (iv) SYSCO and the Stockholder  Representative  shall provide each
other with  periodic  (no less often than  quarterly)  reports of the status and
results of the collection activities of each of them with respect to the Closing
Accounts  Receivable under their respective  control as well as the then-current
outstanding balance of each of such accounts.

         (bb)     Insurance.
         Section 3.01(bb) of the DFI Disclosure  Schedule contains a list of all
current   policies  of  insurance,   including   without   limitation,   workers
compensation,  vehicular,  general  liability,  casualty,  medical,  dental  and
disability,  maintained by DFI or any of its subsidiaries. None of such policies
provides for a retroactive adjustment based on DFI's claims experience. True and
complete  copies of all such  policies  have been  delivered  to SYSCO.  Section
3.01(bb) of the DFI  Disclosure  Schedule  includes a list of the policies,  the
name of the insurer, the nature of the insurance coverage, the policy limits and
the deductible,  all of which policies are in full force and effect and there is
no delinquency in the payment of all applicable premiums thereon.

         (cc)     Liabilities as Guarantor.
Neither DFI nor any subsidiary is directly or indirectly (i) liable by guaranty,
indemnity,  surety or similar obligation upon or with respect to, (ii) obligated
in any way to make  investments in or loans to, or (iii)  obligated to guarantee
or assume any debt,  liability or other obligation of, any person,  corporation,
association, partnership or other entity.

         (dd)     Bank Accounts; Powers of Attorney.
Section  3.01 (dd) of the DFI  Disclosure  Schedule  sets forth a  complete  and
accurate list of: (i) the name of each  financial  institution  in which DFI has
any account or safe deposit  box;  (ii) the names in which the accounts or boxes
are held; (iii) the type of account;  (iv) the name of each person authorized to
draw  thereon  or  having  access  thereto;  and  (v) the  name of each  person,
corporation, firm or other entity holding a general or special power of attorney
from DFI and a description of the terms of such power.

         (ee)     Unlawful Payments
Neither DFI nor to the knowledge of DFI any director,  officer, agent, employee,
or other  person  associated  with or acting on behalf of DFI has,  directly  or
indirectly
                  (i) used  any  corporate  funds  for  unlawful  contributions,
gifts, entertainment, or other unlawful expenses relating to political activity;
                  (ii)  made  any  unlawful   payment  to  domestic  or  foreign
government  officials or employees,  or to domestic or foreign political parties
or campaigns, from corporate funds;
                  (iii) violated any provision of the Foreign Corrupt  Practices
Act of 1977,  as  amended;  (iv)  established  or  maintained  any  unlawful  or
unrecorded fund of corporate monies or other assets;
                  (v) made any false or fictitious entry on the books or records
of DFI;
                  (vi)  made  any  bribe,  rebate,  payoff,  influence  payment,
kickback, or other unlawful payment;
                  (vii)  given any  favor or gift  which is not  deductible  for
federal income tax purposes; or
                  (viii) made any bribe,  kickback or other payment of a similar
or comparable nature, whether lawful or not, to any person or entity, private or
public,  regardless of form, whether in money,  property, or services, to obtain
favorable treatment in securing business or to obtain special concessions, or to
pay for  favorable  treatment  for business  secured or for special  concessions
already obtained.

         (ff)     Labor and Employment Matters
                  (i) DFI has been and is in compliance with all applicable laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment  and wages and  hours,  including  without  limitation  any such laws
respecting employment discrimination,  workers' compensation, family and medical
leave,  the  non-compliance  with which would have a material adverse effect and
occupational safety and health  requirements,  and has not and is not engaged in
any unfair labor practice that would have a material adverse effect;
                  (ii) there is not now,  nor  within  the past three  years has
there been, any unfair labor practice complaint against DFI pending, or to DFI's
knowledge  threatened,  before the National Labor  Relations  Board or any other
comparable authority;
                  (iii)  there is not now,  nor  within the past three (3) years
has there been, any labor strike,  slowdown or stoppage actually pending,  or to
DFI's knowledge threatened, against or directly affecting DFI;
                  (iv) to DFI's knowledge, no labor representation  organization
effort exists nor has there been any such activity  within the past three years;
and
                  (v) no grievance or arbitration  proceeding  arising out of or
under collective  bargaining  agreements is pending and, to DFI's knowledge,  no
claims therefor exist or have been threatened.

         (gg)     Closing Adjusted Net Worth.
         The  Closing  Adjusted  Net Worth of DFI,  determined  as  provided  in
Section  2.01(g)(ii),  will equal or exceed the Net Worth of DFI as reflected on
the audited consolidated balance sheet of DFI as of December 26, 1998, contained
in the Financial Statements.

         (hh)     No Dissenters' Rights.
Neither  the  execution  and  delivery  hereof  by the  parties  hereto  nor the
consummation  of the  transactions  contemplated  hereby  will  give rise to any
dissenters' rights under the VSCA.

         Section 3.02  Representations  and  Warranties of SYSCO and Merger Sub.
SYSCO and Merger Sub  jointly  and  severally  represent  and  warrant to DFI as
follows:

          (a)     Organization, Standing and Corporate Power.
                  (i) Each of SYSCO and its  subsidiaries  is a  corporation  or
other  legal  entity  duly  organized,  validly  existing  and (with  respect to
jurisdictions  which  recognize such concept) in good standing under the laws of
the  jurisdiction  in which it is organized and has the  requisite  corporate or
other power,  as the case maybe,  and  authority to carry on its business as now
being conducted,  except, as to subsidiaries,  for those jurisdictions where the
failure to be so organized,  existing or in good standing individually or in the
aggregate would not have a material adverse effect on SYSCO.
                  (ii) SYSCO has delivered to DFI prior to the execution of this
Agreement  complete and correct copies of any  amendments to its  certificate of
incorporation  (the  "SYSCO  Certificate")  and  bylaws not filed as of the date
hereof with the SYSCO SEC Documents.

          (b)     Capital Structure.
The authorized  capital stock of SYSCO  consists of 500,000,000  shares of SYSCO
Common Stock and 1,500,000  shares of preferred stock, par value $1.00 per share
("SYSCO  Preferred  Stock"),  and  shares  of  SYSCO  Common  Stock  issued  and
outstanding  (including  shares of  restricted  SYSCO Common  Stock) and held by
SYSCO in its treasury are as disclosed in the  appropriate  SYSCO SEC Documents;
no shares of SYSCO  Preferred Stock are issued and  outstanding.  Other than the
SYSCO subsidiaries,  SYSCO does not directly or indirectly  beneficially own any
securities or other  beneficial  ownership  interests in any other entity except
for  non-controlling  investments  made in the  ordinary  course of  business in
entities which are not  individually  or in the aggregate  material to SYSCO and
its subsidiaries as a whole.

          (c)     Authority; Non-contravention
Each of SYSCO and Merger Sub has all requisite  corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement by each of SYSCO and Merger
Sub  and  the   consummation  by  SYSCO  and  Merger  Sub  of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of SYSCO and Merger Sub.  This  Agreement has been duly executed and
delivered by SYSCO and Merger Sub and, assuming the due authorization, execution
and delivery thereof by DFI, constitute (or will constitute, as the case may be)
the legal,  valid and  binding  obligation  of SYSCO and Merger Sub  enforceable
against  SYSCO and Merger Sub in  accordance  with its terms.  The execution and
delivery of this Agreement does not, and the  consummation  of the  transactions
contemplated  hereby and  compliance  with the provisions of this Agreement will
not,  conflict  with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, (i) the SYSCO Certificate or the bylaws
of SYSCO or the comparable  organizational documents of any of its subsidiaries,
(ii) any loan or  credit  agreement,  note,  bond,  mortgage,  indenture,  trust
document, lease or other agreement,  instrument, permit, concession,  franchise,
license or similar authorization  applicable to SYSCO or any of its subsidiaries
or their  respective  properties or assets or (iii) subject to the  governmental
filings and other matters referred to in the following  sentence,  any judgment,
order, decree,  statute, law, ordinance,  rule or regulation applicable to SYSCO
or any of its subsidiaries or their respective properties or assets. No consent,
approval,   order  or  authorization  of,  action  by,  or  in  respect  of,  or
registration, declaration or filing with, any Governmental Entity is required by
or with  respect  to SYSCO or any of its  subsidiaries  in  connection  with the
execution  and  delivery  of this  Agreement  by  SYSCO  and  Merger  Sub or the
consummation  by SYSCO or Merger Sub of the  transactions  contemplated  hereby,
except for (1) the filing of a pre-merger  notification and report form by SYSCO
under the HSR Act;  (2) the filing with the SEC of (A) the Form S-4 and (B) such
reports under Section13(a),  13(d), 15(d) or 16(a) of the Exchange Act as may be
required in connection  with this  Agreement and the  transactions  contemplated
hereby;  (3) the filing of the Certificate of Merger with the Secretary of State
of Delaware  and the  Virginia  State  Corporation  Commission  and  appropriate
documents  with the  relevant  authorities  of other  states  in which  SYSCO is
qualified to do business and such filings with Governmental  Entities to satisfy
the  applicable  requirements  of state  securities or "blue sky" laws; (4) such
filings  with and  approvals  of the NYSE to permit the  shares of SYSCO  Common
Stock that are to be issued in the Merger to be listed on the NYSE; and (5) such
consents, approvals, orders or authorizations the failure of which to be made or
obtained  individually or in the aggregate would not (x) have a material adverse
effect on SYSCO or (y)  reasonably be expected to impair the ability of SYSCO or
Merger Sub to perform its obligations under this Agreement.

          (d)     SEC Documents; Undisclosed Liabilities.
SYSCO has filed all registration statements,  prospectuses,  reports, schedules,
forms,  statements  and  other  documents  (including  exhibits  and  all  other
information  incorporated  therein)  required  to be filed  with  the SEC  since
December 31, 1996 (the "SYSCO SEC Documents"). As of their respective dates, the
SYSCO SEC Documents  complied in all material  respects with the requirements of
the  Securities  Act or the Exchange  Act, as the case may be, and the rules and
regulations  of the SEC  promulgated  thereunder  applicable  to such  SYSCO SEC
Documents,  and none of the SYSCO SEC Documents when filed  contained any untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

          (e)     Information Supplied.
None of the  information  supplied or to be supplied by SYSCO  specifically  for
inclusion or  incorporation  by reference in (i) the Form S-4 will,  at the time
the Form S-4 becomes  effective  under the  Securities  Act,  contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary to make the  statements  therein not  misleading or
(ii)  the  Proxy  Statement  will,  at the  date it is  first  mailed  to  DFI's
stockholders or at the time of the DFI Stockholders Meeting,  contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances  under which they are made, not misleading.  The Form S-4 will
comply  as to  form  in all  material  respects  with  the  requirements  of the
Securities  Act  and  the  rules  and  regulations  thereunder,  except  that no
representation  or warranty is made by SYSCO with respect to statements  made or
incorporated  by  reference  therein  based  on  information   supplied  by  DFI
specifically for inclusion or incorporation by reference in the Form S-4.

          (f)     Brokers.
No broker,  investment  banker,  financial advisor or other person, the fees and
expenses of which will be paid by SYSCO, is entitled to any broker's,  finder's,
financial  advisor's or other similar fee or  commission in connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of SYSCO.

         (g)      Continuity of Business.
SYSCO will continue at least one significant historic business line of DFI, will
use at least a  significant  portion  of DFI's  historic  business  assets  in a
business,  and will  otherwise  satisfy the  continuity  of business  enterprise
requirement set forth within Treasury Regulations ss.1.368-1(d).


Article IV          Covenants Relating to Conduct of Business


         Section 4.01  Conduct of Business.

         (a)      Conduct of Business by DFI.
                        (i) Except (A) as otherwise  expressly  contemplated  by
this  Agreement or the  transactions  contemplated  hereby,  or (B) as expressly
consented to by SYSCO in writing,  such consent not to be unreasonably  withheld
or delayed,  during the period from the date of this  Agreement to the Effective
Time,
                       1) DFI shall,  and shall cause its subsidiaries to, carry
         on their respective  businesses in the ordinary course  consistent with
         past  practice  and in  compliance  in all material  respects  with all
         applicable  laws  and  regulations,   and,  to  the  extent  consistent
         therewith,  use good faith reasonable  efforts to preserve intact their
         current business organizations,
                       2) except as may be required by law or any plan, program,
         contract or arrangement in effect on the date of this Agreement, during
         the period from the date of this  Agreement to the Effective  Time, DFI
         shall not, and shall not permit any of its  subsidiaries  to, (A) grant
         to any current or former director, officer, any regional vice president
         or president of any division of DFI or its subsidiaries any increase in
         compensation, bonus or other benefits, except as required by employment
         agreements  in  effect  as of the date  hereof;  (B)  grant to any such
         current or former  director,  officer,  any regional vice  president or
         president of any division any increase in severance or termination pay;
         or (C) enter into, or amend,  any  employment,  deferred  compensation,
         consulting,  severance,  termination or indemnification  agreement with
         any such current or former director,  officer,  regional vice president
         or president of any division, or
                       3) except as may be required by law or any plan, program,
         contract or arrangement in effect on the date of this Agreement, during
         the period from the date hereof  through the Effective  Time, DFI shall
         not,  and shall not  permit any of its  subsidiaries  to adopt or amend
         (and to DFI's  knowledge  since  December 26, 1998, DFI has not and has
         not  permitted  any  of  its  subsidiaries  to,  adopt  or  amend)  any
         collective bargaining agreement (other than renegotiations  required by
         any such collective bargaining agreement),  or other DFI Benefit Plans,
         in any  manner.  Anything  in  this  Section  4.01(a)  to the  contrary
         notwithstanding,  DFI and any DFI  subsidiary  shall  not be  deemed in
         violation  of this  Section  4.01(a) if such  violation is cured to the
         satisfaction of SYSCO prior to the Effective Time.
                        (ii) Without  limiting the  generality  of the foregoing
(but subject to the above  exceptions),  during the period from the date of this
Agreement to the Effective  Time, DFI shall not, and shall not permit any of its
subsidiaries to:
                       1) other than dividends and  distributions  declared by a
         direct or indirect  wholly owned  subsidiary  of DFI to its parent,  or
         declared by a subsidiary  that is partially  owned by DFI or any of its
         subsidiaries,  provided that DFI or any such subsidiary  receives or is
         to receive  its  proportionate  share  thereof,  or  regular  quarterly
         dividends not to exceed $.03 per share,  (x) declare,  set aside or pay
         any dividends on, make any other  distributions in respect of, or enter
         into any  agreement  with  respect to the voting of, any of its capital
         stock,  (y) split,  combine or  reclassify  any of its capital stock or
         issue or authorize the issuance of any other  securities in respect of,
         in lieu of or in substitution  for shares of its capital stock,  except
         for  issuances  of DFI Common  Stock upon the  exercise of DFI Employee
         Stock  Options,  outstanding  as of the date hereof in accordance  with
         their  present  terms  (including  cashless  exercise) or (z) purchase,
         redeem or otherwise  acquire any shares of capital  stock of DFI or any
         of its  subsidiaries  or any other  securities  thereof or any  rights,
         warrants  or  options to acquire  any such  shares or other  securities
         (except, in the case of clause (z), for the deemed acceptance of shares
         upon cashless exercise of DFI Employee Stock Options outstanding on the
         date hereof,  or in connection with  withholding  obligations  relating
         thereto);
                       2) issue, deliver,  sell, pledge or otherwise encumber or
         subject to any Lien any shares of its capital  stock,  any other voting
         securities or any securities convertible into, or any rights,  warrants
         or  options  to  acquire,   any  such  shares,   voting  securities  or
         convertible securities.
                       3) amend its articles of incorporation,  by-laws or other
         comparable organizational documents;
                       4)   acquire   or  agree  to   acquire   by   merging  or
         consolidating  with,  or by  purchasing  a  substantial  portion of the
         assets of, or by any other  manner,  any  business or any  person,  or,
         except for  transactions in the ordinary course of business  consistent
         with past practice  pursuant to contracts or agreements in force at the
         date of this  Agreement  or  pursuant  to  DFI's  current  capital  and
         operating budgets (in each case, as previously provided to SYSCO), make
         any investment either by purchase of stock or securities, contributions
         to capital,  property transfers,  or purchase of any property or assets
         of any other  individual,  corporation  or other  entity  other  than a
         subsidiary of DFI;
                       5) sell, lease,  license,  mortgage or otherwise encumber
         or subject to any Lien or otherwise dispose of any of its properties or
         assets (including  securitizations),  other than in the ordinary course
         of business consistent with past practice;
                       6) make  any tax  election  that  individually  or in the
         aggregate would have a material adverse effect on DFI or any of its tax
         attributes or settle or compromise any income tax liability;
                       7) incur any indebtedness for borrowed money or issue any
         debt  securities  or assume,  guarantee or endorse,  or otherwise as an
         accommodation  become responsible for the obligations of any person for
         borrowed money,  other than pursuant to a revolving  credit facility or
         receivables  facility in effect as of the date hereof,  in the ordinary
         course of business consistent with past practice;
                       8) settle any claim, action or proceeding involving money
         damages in excess of $10,000,  except with the prior written consent of
         SYSCO, which shall not be unreasonably withheld;
                       9) enter  into or  terminate  any  material  contract  or
         agreement,  or  make  any  change  in  any of its  material  leases  or
         contracts,  other than  amendments  or renewals of contracts and leases
         without material adverse changes of terms; or
                       10)  authorize,  or commit  or agree to take,  any of the
         foregoing actions;
                       11)  provided  that  the  limitations  set  forth in this
         Section  4.01(a)(ii)  (other  than  clause  3))  shall not apply to any
         transaction  between DFI and any wholly owned subsidiary or between any
         wholly owned subsidiaries of DFI.

         (b)      Other Actions.
Except as required by law,  DFI and SYSCO shall not, and shall not permit any of
their  respective  subsidiaries  to,  voluntarily take any action that would, or
that could  reasonably be expected to,  result in(i) any of the  representations
and  warranties of such party set forth in this  Agreement that are qualified as
to  materiality  becoming  untrue  at the  Effective  Time,  (ii)  any  of  such
representations  and warranties that are not so qualified becoming untrue in any
material  respect at the Effective  Time, or (iii) any of the  conditions to the
Merger set forth in Article VI not being satisfied.

         (c)      Advice of Changes  .
DFI and SYSCO shall promptly advise the other party orally and in writing to the
extent  it has  knowledge  of (i)  any  representation  or  warranty  made by it
contained in this Agreement that is qualified as to materiality  becoming untrue
or inaccurate in any respect or any such  representation or warranty that is not
so qualified  becoming  untrue or inaccurate in any material  respect,  (ii) the
failure by it to comply in any material  respect with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied by
it under this Agreement and (iii) any change or event having, or which,  insofar
as can reasonably be foreseen,  could  reasonably be expected to have a material
adverse effect on such party or on the truth of such party's representations and
warranties  or the  ability  of the  conditions  set forth in  Article  VI to be
satisfied;  provided,  however,  that  no such  notification  shall  affect  the
representations, warranties, covenants or agreements of the parties (or remedies
with respect  thereto) or the conditions to the obligations of the parties under
this Agreement.

         Section 4.02  No Solicitation or Negotiations.
DFI shall not, directly or indirectly, solicit or encourage (including by way of
furnishing  information),  or authorize  any  individual,  corporation  or other
entity to solicit or encourage  (including  by way of  furnishing  information),
from any  third  party any  inquiries  or  proposals  relating  to,  or  conduct
negotiations  or  discussions  with any third party with respect to, or take any
other action to  facilitate  any  inquiries  or the making of any proposal  that
constitutes,  or that may  reasonably  be expected  to lead to, any  proposal or
offer relating to the disposition of its business or assets,  or the acquisition
of its voting  securities,  or the merger or  consolidation  of it or any of its
subsidiaries with or into any corporation or other entity other than as provided
in this Agreement  (and DFI shall  promptly  notify SYSCO of all of the relevant
details relating to all inquiries and proposals which it may receive relating to
any such matters).  Nothing contained in this Section 4.02 or Section 5.01 shall
prohibit  DFI  from  taking  and  disclosing  to  its  stockholders  a  position
contemplated by Rule 14e-2(a) promulgated under the Exchange Act.



Article V
 Additional Agreements


         Section 5.01  S-4 and Proxy Statement
As soon as practicable  following the date of this Agreement,  DFI shall prepare
and file with the SEC the Proxy Statement, and SYSCO shall prepare and file with
the SEC the Form  S-4,  in which  the  Proxy  Statement  will be  included  as a
prospectus.  Each of DFI and SYSCO shall use  reasonable  good faith  efforts to
have the Form S-4 declared  effective  under the  Securities  Act as promptly as
practicable  after  such  filing.  DFI will use best  efforts to cause the Proxy
Statement to be mailed to DFI's  stockholders  as promptly as practicable  after
the Form S-4 is declared  effective  under the Securities  Act. SYSCO shall also
take any action  (other than  qualifying to do business in any  jurisdiction  in
which it is not now so  qualified  or to file a general  consent  to  service of
process)  required to be taken under any  applicable  state  securities  laws in
connection  with the  issuance of SYSCO Common Stock in the Merger and DFI shall
furnish all  information  concerning  DFI and the holders of DFI Common Stock as
may be reasonably requested in connection with any such action. No filing of, or
amendment or  supplement  to, the Form S-4 will be made by SYSCO  without  DFI's
prior consent (which shall not be unreasonably  withheld or delayed) and without
providing DFI the opportunity to review and comment  thereon.  SYSCO will advise
DFI,  promptly after it receives notice  thereof,  of the time when the Form S-4
has become effective or any supplement or amendment has been filed, the issuance
of any stop order, the suspension of the qualification of the SYSCO Common Stock
issuable in connection with the Merger for offering or sale in any jurisdiction,
or any request by the SEC for amendment of the Form S-4 or comments  thereon and
responses thereto or requests by the SEC for additional  information.  If at any
time prior to the Effective Time any  information  relating to DFI or SYSCO,  or
any of their respective affiliates,  officers or directors, should be discovered
by DFI or SYSCO  which  should be set forth in an  amendment  or  supplement  to
either the Form S-4 or the Proxy  Statement,  so that  either of such  documents
would not  include  any  misstatement  of a  material  fact or omit to state any
material  fact  necessary  to make  the  statements  therein,  in  light  of the
circumstances  under  which  they were made,  not  misleading,  the party  which
discovers such information shall promptly notify the other parties hereto and an
appropriate  amendment  or  supplement  describing  such  information  shall  be
promptly filed with the SEC and, to the extent required by law,  disseminated to
the stockholders of DFI.

         Section 5.02   DFI Stockholders Meeting.
DFI shall, as promptly as practicable  after the Form S-4 is declared  effective
under the Securities  Act, duly call, give notice of, convene and hold a meeting
of its stockholders (the "DFI Stockholders Meeting") in accordance with the VSCA
for the purpose of obtaining the DFI Stockholder Approval and shall, through its
Board of Directors,  recommend to its  stockholders the approval and adoption of
this Agreement,  the Merger and the other transactions  contemplated hereby. DFI
will use reasonable good faith efforts to hold the DFI  Stockholders  Meeting as
soon as reasonably practicable after the date hereof.

         Section 5.03 Letters of DFI's Accountants.
DFI shall use  reasonable  good faith  efforts to cause to be delivered to SYSCO
two  letters  from DFI's  independent  accountants,  one dated a date within two
business  days before the date on which the Form S-4 shall become  effective and
one dated a date  within  two  business  days  before  the  Closing  Date,  each
addressed to SYSCO, in form and substance  reasonably  satisfactory to SYSCO and
customary in scope and substance for comfort  letters  delivered by  independent
public  accountants in connection with  registration  statements  similar to the
Form S-4.

         Section 5.04 Letters of SYSCO's Accountants.
SYSCO shall use best  efforts to cause to be  delivered  to DFI two letters from
SYSCO's  independent  accountants,  one dated a date  within two  business  days
before  the date on which the Form S-4 shall  become  effective  and one dated a
date within two business days before the Closing Date, each addressed to DFI, in
form and  substance  reasonably  satisfactory  to DFI and customary in scope and
substance for comfort  letters  delivered by independent  public  accountants in
connection with registration statements similar to the Form S-4.

         Section 5.05  Access to Information; Confidentiality.
From and after the date hereof  through the earlier of the Effective Time or the
date of  termination  hereof,  SYSCO and its officers,  employees,  accountants,
counsel and other  representatives may perform a continuing due diligence review
of DFI and its subsidiaries,  which review may include full Phase I and Phase II
environmental  investigations  by an independent  environmental  engineering and
consulting  firm.  Subject to the  Confidentiality  Agreement dated November 17,
1998 between  SYSCO and DFI (the  "Confidentiality  Agreement"),  and subject to
applicable law, DFI shall,  and shall cause each of its  subsidiaries to, afford
to  SYSCO  and to  the  officers,  employees,  accountants,  counsel,  financial
advisors and other  representatives  of SYSCO,  reasonable  access during normal
business  hours  during  the  period  prior to the  Effective  Time to all their
respective  properties,  books,  contracts,  commitments,  personnel and records
(provided  that such access shall not interfere  with the business or operations
of such party) and, during such period,  DFI shall,  and shall cause each of its
subsidiaries to, furnish promptly to SYSCO (a) a copy of each report,  schedule,
registration  statement  and  other  document  filed by it  during  such  period
pursuant to the  requirements  of federal or state  securities  laws and (b) all
other  information  concerning  its business,  properties  and personnel as such
other party may  reasonably  request.  No review  pursuant to this  Section 5.05
shall affect any  representation  or warranty given by DFI. SYSCO will hold, and
will cause its officers, employees, accountants, counsel, financial advisors and
other  representatives  and  affiliates to hold,  any nonpublic  information  in
accordance with the terms of the Confidentiality Agreement.

         Section 5.06  Reasonable Good Faith Efforts
                  (i) Upon the terms and subject to the  conditions set forth in
this Agreement,  each of the parties agrees to use reasonable good faith efforts
to take, or cause to be taken, all actions,  and to do, or cause to be done, and
to assist and cooperate with the other parties in doing,  all things  necessary,
proper or advisable to consummate and make  effective,  in the most  expeditious
manner practicable,  the Merger and the other transactions  contemplated by this
Agreement,  including (A) the obtaining of all necessary actions or non-actions,
waivers, consents and approvals from Governmental Entities and the making of all
necessary  registrations  and  filings  and the  taking  of all  steps as may be
necessary  to  obtain  an  approval  or  waiver  from,  or to avoid an action or
proceeding  by, any  Governmental  Entity,  (B) the  obtaining of all  necessary
consents,  approvals  or waivers,  and any  necessary or  appropriate  financing
arrangements,  from third  parties,  (C) the  defending of any lawsuits or other
legal  proceedings,   whether  judicial  or  administrative,   challenging  this
Agreement  or  the  consummation  of  the  transactions   contemplated  by  this
Agreement,  including  seeking to have any stay or temporary  restraining  order
entered by any court or other Governmental  Entity vacated or reversed,  and (D)
the execution and delivery of any additional instruments necessary to consummate
the  transactions  contemplated by, and to fully carry out the purposes of, this
Agreement.
                  (ii) In connection  with and without  limiting the  foregoing,
DFI and  SYSCO  shall (A) take all  action  necessary  to  ensure  that no state
takeover  statute or similar  statute or regulation is or becomes  applicable to
this  Agreement or any of the  transactions  contemplated  hereby and (B) if any
state takeover  statute or similar statute or regulation  becomes  applicable to
such agreements or  transactions,  take all action necessary to ensure that such
transactions  may be  consummated  as  promptly  as  practicable  on  the  terms
contemplated  by this  Agreement  and  otherwise  to minimize the effect of such
statute or regulation on the Merger and the other  transactions  contemplated by
this Agreement.

         Section 5.07  Employment Arrangements and Benefits.
For the  purpose of any DFI  Benefit  Plan or other  agreement  that  contains a
provision  relating to a change in control of DFI and that is  disclosed as such
on Section 5.07 of the DFI  Disclosure  Schedule,  SYSCO  acknowledges  that the
consummation of the Merger  constitutes such a change in control.  DFI and SYSCO
will  cooperate on and after the date of this  Agreement to develop  appropriate
employee  benefit  arrangements,  including,  but not limited to,  executive and
incentive  compensation,  stock  option and  supplemental  executive  retirement
plans,  for  employees  and  directors  of the  Surviving  Corporation  and  its
subsidiaries  from and after the  Effective  Time.  Nothing in this Section 5.07
shall be  interpreted  as preventing  the Surviving  Corporation  from amending,
modifying  or   terminating   any  DFI  Benefit  Plans,   or  other   contracts,
arrangements,  commitments or understandings, in accordance with their terms and
applicable law, or be deemed to constitute an employment  contract between SYSCO
or the Surviving  Corporation and any individual,  or a waiver of SYSCO's or the
Surviving  Corporation's  right to discharge  any employee at any time,  with or
without cause.  Any employees of DFI as of Closing shall be given credit,  under
and in  accordance  with  applicable  employee  benefit  plans of SYSCO,  toward
eligibility  and vesting but not benefit accrual for the period of time prior to
Closing  during which such persons were  employees of DFI if such period of time
would otherwise  qualify for eligibility and vesting under SYSCO's plans.  SYSCO
will not waive  pre-existing  conditions  limitations  in any of its  applicable
employee  welfare  benefit  plans for  employees  of DFI as of Closing  but will
recognize service with DFI in meeting the pre-existing conditions limitations of
SYSCO's employee welfare benefit plans.

         Section 5.08  Director and Officer  Indemnification,  Exculpation,  and
Insurance.
                     (i) SYSCO agrees to maintain in effect in  accordance  with
their terms all rights to  indemnification  and exculpation from liabilities for
acts or omissions occurring at or prior to the Effective Time existing as of the
date of this  Agreement in favor of the current or former  directors or officers
of DFI and its subsidiaries.  The certificate of incorporation and bylaws of the
Surviving   Corporation   shall  contain  the  provisions   (and  the  Surviving
Corporation's  Certification  of  Incorporation  and  bylaws  may be  amended to
incorporate such provisions) with respect to indemnification  that are set forth
in the articles of incorporation and bylaws of DFI (in each case in effect as of
the  Effective  Time  and as  provided  to  SYSCO  prior  to such  date),  which
provisions  shall not be amended,  repealed  or  otherwise  modified,  except as
required by law, for a period of six years from the Effective Time in any manner
that would affect  adversely the rights  thereunder of individuals who at (or at
any time prior to) the Effective  Time were  directors or officers of DFI or its
subsidiaries  (or any of its  predecessors).  In  addition,  from and  after the
Effective Time,  directors and officers of DFI, if any, who become  directors or
officers of SYSCO will be entitled to the same indemnity rights and protections,
and directors' and officers' liability  insurance,  as are afforded from time to
time to other directors and officers of SYSCO.
                     (ii) In the event that SYSCO, the Surviving  Corporation or
any of their respective  successors or assigns (A)  consolidates  with or merges
into any other  person and is not the  continuing  or surviving  corporation  or
entity of such  consolidation  or  merger or (B)  transfers  or  conveys  all or
substantially all of its properties and assets to any person,  then, and in each
such case,  proper  provision will be made so that the successors and assigns of
SYSCO or the Surviving  Corporation  (as the case may be) assume the obligations
set forth in this Section 5.08.
                     (iii) SYSCO shall use its reasonable  good faith efforts to
provide  to DFI's  current  directors  and  officers,  for six  years  after the
Effective Time,  liability  insurance covering acts or omissions occurring prior
to the Effective Time with respect to those persons who are currently covered by
DFI's directors' and officers'  liability insurance policy on terms with respect
to such  coverage  and amount no less  favorable  than  those of such  policy in
effect on the date hereof,  provided that in no event shall SYSCO be required to
expend more than 200% of the  current  amount  expended by DFI to maintain  such
coverage.
                     (iv) The provisions of this Section 5.08 are intended to be
for the benefit of, and will be enforceable by, each  indemnified  party, his or
her heirs and his or her  representatives  and are in  addition  to,  and not in
substitution for, any other rights to  indemnification  or contribution that any
such person may have by contract or otherwise.
                     (v) Without  limiting the generality of the foregoing,  the
provisions  of this Section 5.08 shall apply to any  litigation,  action,  suit,
claim, investigation or proceeding described in the DFI Disclosure Schedule.

         Section 5.09  Fees and Expenses.
All fees and expenses  incurred in connection  with the Merger,  this Agreement,
and the  transactions  contemplated by this Agreement shall be paid by the party
incurring  such fees or  expenses,  whether  or not the  Merger is  consummated,
except (x) to the extent set forth in Section  7.05  hereof and (y) that each of
SYSCO and DFI shall bear and pay one- half of the costs and expenses incurred in
connection  with (1) the  filing,  printing  and mailing of the Form S-4 and the
Proxy  Statement  (including  SEC  filing  fees)  and  (2)  the  filings  of the
pre-merger  notification  and report forms under the HSR Act  (including  filing
fees).

         Section 5.10  Public Announcements.
SYSCO and DFI will  consult  with each other  before  issuing,  and provide each
other  the  opportunity  to  review,  comment  upon  and  concur  with,  and use
reasonable  efforts to agree on, any press  release or other  public  statements
with respect to the transactions  contemplated by this Agreement,  including the
Merger,  and  shall not issue any such  press  release  or make any such  public
statement  prior to such  consultation,  except as either party may determine is
required by  applicable  law,  court process or by  obligations  pursuant to any
listing  agreement with any national  securities  exchange or stock market.  The
parties  agree  that the  initial  press  release  issued  with  respect  to the
transactions contemplated by this Agreement was in the form heretofore agreed to
by the parties.

         Section 5.11  Affiliates.
As soon as  practicable  after the date  hereof,  DFI shall  deliver  to SYSCO a
letter  identifying  all  persons  who may be  deemed  to be,  at the time  this
Agreement is submitted for adoption by the stockholders of DFI,  "affiliates" of
DFI for  purposes of Rule 145 under the  Securities  Act, and such list shall be
updated as  necessary to reflect  changes  from the date  hereof.  DFI shall use
reasonable  good faith  efforts to cause each person  identified on such list to
deliver to SYSCO not less than 30 days prior to the  Effective  Time,  a written
agreement substantially in the form attached as Exhibit D hereto.

         Section 5.12 NYSE Listing.
SYSCO shall use best  efforts to cause the SYSCO  Common  Stock  issuable  under
Article II to be approved for listing on the NYSE, subject to official notice of
issuance,  as promptly as  practicable  after the date hereof,  and in any event
prior to the Closing Date.

         Section 5.13  Tax Treatment.
Each of SYSCO and DFI shall  use  reasonable  good  faith  efforts  to cause the
Merger to qualify as a reorganization under the provisions of Section 368 of the
Code and to obtain the opinions of counsel referred to in Section  6.01(g).  The
parties will  characterize the Merger as such a  reorganization  for purposes of
all tax returns and other filings.

         Section 5.14  Standstill Agreements; Confidentiality Agreements.
During the period from the date of this  Agreement  through the Effective  Time,
except  as  SYSCO  and  DFI  otherwise  mutually  agree  pursuant  to a  written
instrument, DFI shall not terminate, amend, modify or waive any provision of any
confidentiality  or standstill  agreement to which it or any of its subsidiaries
is a party.  Except as SYSCO and DFI  otherwise  mutually  agree  pursuant  to a
written instrument, during such period, DFI shall enforce, to the fullest extent
permitted under applicable law, the provisions of any such agreement,  including
by  obtaining  injunctions  to prevent any  breaches of such  agreements  and to
enforce specifically the terms and provisions thereof in any court of the United
States of America or of any state having jurisdiction.

         Section 5.15  Conveyance Taxes.
SYSCO and DFI shall  cooperate in the  preparation,  execution and filing of all
returns,  questionnaires,  applications  or other  documents  regarding any real
property transfer or gains,  sales, use,  transfer,  value added, stock transfer
and stamp taxes,  any transfer,  recording,  registration  and other fees or any
similar  taxes  which  become  payable  in  connection  with  the   transactions
contemplated  by this Agreement that are required or permitted to be filed on or
before the Effective Time.

         Section 5.16  Certain Tax Matters.

          (a)     Tax Returns.
SYSCO  will  cause to be  prepared  and  filed all Tax  returns  for DFI and its
subsidiaries  (the "DFI  Group").  The Tax returns shall be prepared in a manner
consistent with the Tax returns  previously  filed by the DFI Group and shall be
filed by the due date of such returns (taking into account any extensions).  All
Taxes  due  and  payable  by the  DFI  Group  shall  be  paid  by the  Surviving
Corporation,  and  SYSCO  shall  allow  the  Stockholder  Representative  or his
designee  a  reasonable  period of time to review  and  comment on each such Tax
return prior to filing.  SYSCO shall make such  revisions to such Tax returns as
are reasonably requested by the Stockholder  Representative or its designee that
are consistent  with DFI's past practice and that in the reasonable  judgment of
counsel to SYSCO will not result in the imposition of any penalty as a result of
taking such position.  If the amount of Taxes paid by the Surviving  Corporation
exceeds the amounts  specifically  accrued as such on the Closing Balance Sheet,
the amount of such  excess  shall be  released  from the Escrow Fund and paid to
SYSCO as provided in the Escrow Agreement,  subject, however, to the limitations
provided in Section 2.04 of this Agreement.

         (b)      Tax Audits.
Tax  audits  for any  period  ending on or prior to the  Closing  Date  shall be
treated as third party claims  pursuant to Section  2.04(f)  provided  that with
respect to any audits of DFI for income Taxes,  including the federal income Tax
audit currently pending, the Stockholder Representative will keep SYSCO informed
on a current basis of all  communications  from the Internal Revenue Service and
of any meetings and  communications  with the Internal  Revenue  Service so that
SYSCO will have a full  opportunity to  participate  in the process  through its
counsel as provided in Section 2.04(f)(ii).

         Section 5.17  Stockholder Representative.
         (a)      Appointment; Authority
If the Merger is approved by the DFI Stockholders,  the DFI Stockholders and the
DFI  Optionholders  shall,  without  any  further  action on the part of any DFI
Stockholders,  be deemed to have consented to the appointment of Vernon W. Mules
(or at his  election,  a limited  liability  company  formed and which  shall be
wholly-owned  by  him  during  the  term  of  the  Escrow  Agreement)  as  their
representative (the "Stockholders' Representative"), as the attorney-in-fact for
and on  behalf of each DFI  Stockholder,  and the  Stockholders'  Representative
shall be  authorized  thereby to take any and all actions and make any decisions
required  or  permitted  to be taken by him under this  Agreement  or the Escrow
Agreement in connection with the consummation of the  transactions  contemplated
herein and therein, including,  without limitation, the exercise of the power to
(i) execute the Escrow  Agreement,  (ii) receive or give any notice on behalf of
DFI  Stockholders  pursuant to this  Agreement  or the Escrow  Agreement,  (iii)
authorize delivery to SYSCO or the Surviving  Corporation of the Escrow Fund, or
any portion  thereof,  in satisfaction of claims as provided in Section 2.04 and
Section  5.19 of this  Agreement  and  the  Escrow  Agreement,  (iv)  agree  to,
negotiate, enter into settlements and compromises of, and demand arbitration and
comply  with  orders of courts and awards of  arbitrators  with  respect to such
claims, (v) to vote the Escrow Shares as provided in the Escrow Agreement,  (vi)
resolve any claims and (vii) take all actions  necessary  in the judgment of the
Stockholders'  Representative for the accomplishment of the foregoing and all of
the other terms,  conditions  and  limitations  of this Agreement and the Escrow
Agreement.  Each of the DFI Stockholders and the DFI Optionholders will be bound
by all actions taken by the Stockholders' Representative in connection with this
Agreement and the Escrow  Agreement;  SYSCO,  the Surviving  Corporation and the
Escrow  Agent  shall  be  entitled  to rely on any  action  or  decision  of the
Stockholders'  Representative  evidenced by a written  document  executed by the
Stockholders'  Representative  as the  action  or  decision  of  each of the DFI
Stockholders and the DFI Optionholders  and SYSCO and the Surviving  Corporation
shall be held harmless from and  indemnified  out of the Escrow Fund against any
claim of any DFI Stockholder in respect of this Section 5.17.
         (b)      No Liability; Indemnification
                     (i) The  Stockholders'  Representative  (in his capacity as
Stockholders'  Representative  and not as DFI  Stockholder)  shall not be liable
with respect to any action taken or suffered by him in reliance upon any notice,
direction,  instruction, consent, statement or other document believed by him to
be  genuine  and to have been  signed by the  proper  person  (and shall have no
responsibility to determine the authenticity  thereof), nor for any other action
or  inaction,  except his own willful  misconduct  or gross  negligence.  In all
questions   arising  under  this   Agreement  or  the  Escrow   Agreement,   the
Stockholders' Representative may rely on the advice of counsel, and for anything
done,  omitted or  suffered  in good faith by the  Stockholders'  Representative
based on such advice,  the Stockholders'  Representative  shall not be liable to
anyone.
                     (ii) By approval of the Merger,  the DFI  Stockholders  and
DFI  Optionholders  shall be deemed to have agreed,  jointly and  severally,  to
indemnify  the  Stockholders'  Representative  (but only to the extent funds are
available in the Escrow Fund after  satisfaction  of all claims made by SYSCO or
the  Surviving   Corporation)   from  and  against  any  and  all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on, incurred by, or asserted against the  Stockholders'  Representative by SYSCO
or the Surviving Corporation, DFI, other DFI Stockholders,  DFI Optionholders or
any other person in connection with this Agreement or the Escrow Agreement.
         (c)      Appointment of Successors.
The  Stockholders'  Representative  may be changed by the DFI Stockholders  from
time to time upon not less than 30 days'  prior  written  notice to SYSCO or the
Surviving  Corporation  and the  Escrow  Agent,  if the  holders  of at  least a
majority  in  interest  of the  Escrow  Fund  agree to such  removal  and to the
identity  of  the  substituted  agent.  In  the  event  that  the  Stockholders'
Representative  dies,  becomes  unable to  perform  his or her  responsibilities
hereunder or resigns from such position,  the DFI Stockholders holding, prior to
Closing,  a majority  in  interest  of the  Escrow  Fund  shall  select  another
representative to fill such vacancy and such substituted representative shall be
deemed to be the Stockholders' Representative for all purposes of this Agreement
and the documents  delivered  pursuant  hereto.  No provision of this  Agreement
shall   restrict  in  any  way  the  ability  or  right  of  the   Stockholders'
Representative  to  voluntarily  resign from such position at any time,  and any
such  resignation  shall  be  done  without  any  liability  on the  part of the
Stockholders' Representative.
         (d)      Representative's Fund.
Approval  of the  Merger  by the DFI  Stockholders  shall  also be  deemed to be
approval  of  the  establishment  of a fund  (the  "Representative's  Fund")  to
compensate the Stockholders'  Representative  for his services  hereunder and to
pay  all  expenses  and  fees  incurred  by or on  behalf  of the  Stockholders'
Representative  in  connection  with the  performance  of his duties  hereunder,
including without  limitation,  the cost of suitable  insurance coverage for the
Stockholders'  Representative  and the fees and  costs of  attorneys,  financial
consultants,  and other experts  consulted by the  Stockholders'  Representative
pursuant to his duties hereunder. The Representative's Fund shall be funded from
the Merger Consideration by reducing the Merger Consideration  otherwise payable
to each DFI Stockholder  and DFI  Optionholder by twenty cents ($ .20) per share
of DFI Common Stock exchanged  pursuant to the Merger and transfer at Closing of
the  Representative's  Fund to, or as directed  in writing  by, the  Stockholder
Representative.   Upon  the  completion  of  the  duties  of  the  Stockholders'
Representative  hereunder  and  satisfaction  or final  resolution of all claims
against the Escrow Fund and satisfaction of all  compensation,  fees,  expenses,
and other  obligations  to be paid out of the  Representative's  Fund, any funds
remaining  in  the  Representative's  Fund  shall  be  distributed  to  the  DFI
Stockholders  and the DFI  Optionholders  in the same  proportion  as  initially
withheld.
         (e)      Compensation; Fees and Expenses.
                  (i) No fidelity  bond shall be  required of the  Stockholders'
Representative,  and the Stockholders' Representative shall receive compensation
for his or her services in the amount of $50,000 per annum, payable monthly.
                  (ii) All  fees  and  expenses  incurred  by the  Stockholders'
Representative  in carrying out his functions under this Agreement shall be paid
(A) from the  Representative's  Fund, and if the  Representative's  Fund becomes
exhausted, (B) from amounts,  remaining in the Escrow Fund after satisfaction of
all claims of SYSCO or the Surviving  Corporation  against the Escrow Fund. Upon
application by the  Stockholders'  Representative  to the Escrow Agent and SYSCO
prior to the  satisfaction  of all claims of SYSCO or the Surviving  Corporation
against the Escrow Fund, SYSCO may in its sole and absolute discretion authorize
the Escrow  Agent to release a portion of the Escrow  Fund to the  Stockholders'
Representative  in  reimbursement  of fees and expenses  incurred  prior to such
time.  It is the intent of the parties  hereto that such funds be released  only
if,  and  only  to the  extent  that,  at the  time  of the  application  by the
Stockholders'  Representative,   SYSCO  determines  in  its  sole  and  absolute
discretion  that the Escrow Fund is more than  adequate to provide such funds to
the  Stockholder  Representative  after full  payment  of all claims  then made,
pending, or threatened against the Escrow Fund.
                  (iii) If the  Representative's  Fund has  been  exhausted  and
immediate  funds are not  available  from the  Escrow  Fund,  the  Stockholder's
Representative  shall not be required to take any further  action  hereunder but
shall be permitted,  in his discretion,  to borrow from any person or commercial
lender of his choice, and on terms as negotiated by and at the discretion of the
Stockholder  Representative,   funds  in  an  amount  sufficient  to  cover  the
anticipated expenses associated with any necessary or appropriate act hereunder.
The repayment of any such loans from the Escrow Fund shall be at the  discretion
of SYSCO  until  the final  disbursement  of the  Escrow  Fund has  occurred  as
provided in the Escrow  Agreement,  shall be  subordinate to claims of SYSCO and
the Surviving  Corporation  against the Escrow Fund and shall have priority over
any  distributions  to the DFI  Stockholders  and the  DFI  Optionholders  under
Section 2.04.
         (f)      Reports; Audits
                     (i) The Stockholders'  Representative  shall issue periodic
reports to the DFI  Stockholders no less than once every twelve months beginning
fourteen   months   after  the  Closing   Date,   in  which  the   Stockholders'
Representative  shall  summarize the status of the Escrow Fund, any claims filed
against the Escrow Fund,  disbursements from the Representative's  Fund, and any
other matters deemed by the  Stockholders'  Representative to be material to the
DFI Stockholders in connection with the Escrow Fund.
                     (ii) Upon the  written  request of holders of more than ten
percent  (10%) in  interest of the former DFI  Stockholders,  the  accounts  and
records  of the  Stockholders'  Representative  with  respect  to his duties and
performance hereunder shall be audited at the expense of the DFI Stockholders by
PricewaterhouseCoopers  for an evaluation  of compliance  with the terms of this
Agreement and the Escrow Agreement.
         (g)      Acceptance
The Stockholder Representative has executed this Agreement as acknowledgment and
acceptance of the provisions of this Section 5.17.

         Section 5.18  Non-Competition Agreements.
DFI shall use its  reasonable  good faith  efforts to cause Mules to execute and
deliver at Closing a three (3) year (from the  Effective  Time)  covenant not to
compete  substantially  in the form of  Exhibit E  attached  hereto and to cause
Houfek to execute  and  deliver  at  Closing a two (2) year (from the  Effective
Time) covenant not to compete  substantially in the form of Exhibit E-2 attached
hereto (which Exhibit E-2 provides that the restrictions contained therein shall
lapse in the event that during such two-year period Houfek's employment with the
Surviving  Corporation is terminated by the Surviving Corporation other than for
cause as provided therein)

         Section 5.19  Sale/Leaseback.
                     (i) DFI shall use its  reasonable  good faith efforts prior
to Closing,  and the  Stockholder  Representative  shall use his reasonable good
faith efforts  following  Closing (with the reasonable  cooperation of SYSCO) to
bring about a sale of the warehouse and associated  realty (other than the Annex
Property (as hereinafter defined)) currently owned by DFI located in Portsmouth,
Virginia (the  "Facility"),  and the lease of the Facility back to the Surviving
Corporation  substantially  in  accordance  with  the  terms  contained  in  the
sale/leaseback  agreement attached hereto as Exhibit F as modified by such other
terms  (including  completion  of  the  blanks  in  such  agreement)  as  may be
commercially reasonable in the area of Portsmouth, Virginia (the "Sale/Leaseback
Agreement") which provides for a purchase price of not less than $2.91 million.
                  (ii) In the  event  that  (a) a  contract  for  such  sale and
leaseback substantially in accordance with the Sale/Leaseback  Agreement has not
been  fully  executed  at or  prior to the  Closing  or (b) as of  Closing  such
contract has been executed but (A) the purchaser  named therein has the right to
terminate the contract  without  forfeiture of any monetary deposit or (B) SYSCO
does not have the right to  specifically  enforce such  contract,  an additional
number of shares of SYSCO  Common Stock (and cash payable in lieu thereof in the
same proportion as the Cash Election Percentage)  otherwise  constituting Merger
Consideration  equal in value to $1.13 million (the "Facility Escrow Fund") will
be placed in the Escrow Fund at Closing for a period of up to three (3) years as
provided in Section 2.04.
                  (iii) If the transactions  contemplated by the  Sale/Leaseback
Agreement  are  consummated  on or before the end of such  period,  the Facility
Escrow Fund and interest thereon will be released from escrow to the Stockholder
Representative for distribution to the former DFI stockholders.
                  (iv) If such transaction is not consummated  (through no fault
of  SYSCO or  failure  by SYSCO to  reasonably  cooperate  with the  Stockholder
Representative)  on or before the end of such period (or is so  effected  but on
terms (other than purchase price) which are not substantially in accordance with
those  contained in the  Sale/Leaseback  Agreement) the Facility Escrow Fund and
interest thereon shall be forfeited and returned to SYSCO.
                  (v) If such transaction is timely consummated at a price lower
than that specified in the Sale/Leaseback  Agreement but otherwise substantially
in accordance with the terms and provisions of the Sale/Leaseback  Agreement,  a
portion of the Facility  Escrow Fund equal to the amount of such  deficiency and
interest thereon will be forfeited and returned to SYSCO, and the balance of the
Facility  Escrow Fund and interest  thereon will be released to the  Stockholder
Representative for distribution to the former DFI Stockholders.
                  (vi) All  payments  and  distributions  made  pursuant to this
Section 5.19 shall be in accordance with the principles and procedures set forth
in Section 2.04(h).
                  (vii)   Notwithstanding   the   foregoing,   the   Stockholder
Representative shall be entitled,  with the cooperation of SYSCO, to bring about
the  sale  of the  Facility  on such  terms  and  conditions  as it  shall  deem
appropriate  (generally in accordance with the Sale/Leaseback  Agreement) if the
terms of such sale are such that SYSCO may occupy  the  Facility  until at least
ninety (90) days after the second anniversary of the Closing Date.

         Section 5.20  Underground Storage Tank or Portsmouth Facility
Prior to Closing DFI shall cause the  underground  storage  tank  located at the
Facility to be removed in compliance  with  applicable law and (i) SYSCO and DFI
shall share  equally the cost of such tank  removal and (ii) DFI shall be solely
responsible  for all costs of remediation  arising in connection  with said tank
and/or such removal.

         Section 5.21  Sale of Annex Property
                  (i) DFI shall use its  reasonable  good faith efforts prior to
Closing, and the Stockholder  Representative shall use his reasonable good faith
efforts  following  Closing (with the reasonable  cooperation of SYSCO) to bring
about a sale of the annex property and  improvements  currently owned by DFI and
commonly  identified as 2413 and 2415 Wesley Street,  Portsmouth,  Virginia (the
"Annex  Property"),  substantially in accordance with the terms contained in the
sale  agreement  attached  hereto as  Exhibit  G (the  "Sale  Agreement")  which
provides for a purchase price of not less than $190,000.00.
                  (ii)  In  the  event  that  (a)  a  contract   for  such  sale
substantially  in accordance with the Sale Agreement has not been fully executed
at or prior to the Closing or (b) as of Closing such  contract has been executed
but (A) the  purchaser  named  therein has the right to  terminate  the contract
without  forfeiture of any monetary deposit or (B) SYSCO does not have the right
to specifically  enforce such contract,  an additional number of shares of SYSCO
Common  Stock (and cash payable in lieu  thereof in the same  proportion  as the
Cash Election Percentage)  otherwise  constituting Merger Consideration equal in
value to $70,000 (the "Annex  Escrow Fund") will be placed in the Escrow Fund at
Closing for a period of up to three (3) years as provided in Section 2.04.
                  (iii) If the  transactions  contemplated by the Sale Agreement
are  consummated on or before the end of such period,  the Annex Escrow Fund and
interest thereon will be released from escrow to the Stockholder  Representative
for distribution to the former DFI stockholders.
                  (iv) If such transaction is not consummated  (through no fault
of  SYSCO or  failure  by SYSCO to  reasonably  cooperate  with the  Stockholder
Representative)  on or before the end of such period (or is so  effected  but on
terms (other than purchase price) which are not substantially in accordance with
those  contained  in the Sale  Agreement)  the Annex  Escrow  Fund and  interest
thereon shall be forfeited and returned to SYSCO.
                  (v) If such transaction is timely consummated at a price lower
than  that  specified  in the Sale  Agreement  but  otherwise  substantially  in
accordance with the terms and provisions of the Sale Agreement, a portion of the
Annex Escrow Fund equal to such deficiency and interest thereon will be released
to  the  Stockholder   Representative   for   distribution  to  the  former  DFI
Stockholders.
                  (vi) All  payments  and  distributions  made  pursuant to this
Section 5.22 shall be in accordance with the principles and procedures set forth
in Section 2.04(h).


Article VI
 Conditions Precedent


         Section  6.01  Conditions  to All  Parties'  Obligation  to Effect  the
Merger. The respective  obligation of each party to effect the Merger is subject
to the  satisfaction  or waiver on or prior to the Closing Date of the following
conditions:

         (a)       Stockholder Approval.
The DFI Stockholder Approval shall have been obtained.

         (b)      HSR Act.
The waiting  period (and any extension  thereof)  applicable to the Merger under
the HSR Act shall have been terminated or shall have expired.

         (c)      Governmental and Regulatory Approvals.
Other than the filing  provided for under  Section 1.03 and filings  pursuant to
the HSR Act (which are addressed in Section  6.01(b)),  all consents,  approvals
and actions of, filings with and notices to any Governmental  Entity required of
DFI, SYSCO or any of their  subsidiaries  to consummate the Merger and the other
transactions  contemplated  hereby  (together with the matters  contemplated  by
Section 6.01(b), the "Requisite Regulatory Approvals") shall have been obtained.

         (d)      No Injunctions or Restraints.
No  judgment,  order,  decree,  statute,  law,  ordinance,  rule or  regulation,
entered,  enacted,  promulgated,  enforced  or  issued  by any  court  or  other
Governmental  Entity of  competent  jurisdiction  or other  legal  restraint  or
prohibition  (collectively,  "Restraints")  shall be in  effect  preventing  the
consummation of the Merger;  provided,  however, that each of the parties hereto
shall have used its  reasonable  good faith  efforts to prevent the entry of any
such  Restraints and to appeal as promptly as possible any such  Restraints that
may be entered.

         (e)      Form S-4.
The Form S-4 shall have become  effective  under the Securities Act prior to the
mailing of the Proxy Statement by DFI to its  stockholders  and no stop order or
proceedings  seeking a stop order shall be  threatened  by the SEC or shall have
been initiated by the SEC.

         (f)      NYSE Listing.
The shares of SYSCO Common Stock issuable to DFI's  stockholders as contemplated
by Article  II shall  have been  approved  for  listing  on the NYSE  subject to
official notice of issuance.

         (g)      Tax Opinions.
SYSCO shall have received from Arnall Golden & Gregory,  LLP,  counsel to SYSCO,
and DFI shall have received from McGuire, Woods, Battle & Boothe LLP, counsel to
DFI, an opinion,  dated the Closing Date,  substantially to the effect that: (i)
the Merger  will  constitute  a  "reorganization"  within the meaning of Section
368(a)  of  the  Code,  and  SYSCO  and  DFI  will  each  be  a  party  to  such
reorganization  within the meaning of Section 368(b)of the Code; (ii) no gain or
loss will be recognized by SYSCO or DFI as a result of the Merger; (iii) no gain
or loss will be recognized by the stockholders of DFI upon the exchange of their
shares of DFI Common  Stock for shares of SYSCO  Common  Stock  pursuant  to the
Merger,  except with respect to any cash, if any,  received in the Merger;  (iv)
the aggregate tax basis of the shares of SYSCO Common Stock  received  solely in
exchange  for  shares of DFI Common  Stock  pursuant  to the  Merger  (including
fractional  shares of SYSCO Common Stock for which cash is received) will be the
same as the  aggregate  tax basis of the  shares of DFI Common  Stock  exchanged
therefor  increased by any gain  recognized  and decreased by any cash received;
and (v) the holding period for shares of SYSCO Common Stock received in exchange
for shares of DFI Common  Stock  pursuant to the Merger will include the holding
period of the shares of DFI  Common  Stock  exchanged  therefor,  provided  such
shares of DFI Common Stock were held as capital assets by the stockholder at the
Effective  Time. In rendering such  opinions,  each of counsel for SYSCO and DFI
shall be entitled to receive and rely upon  representations of fact contained in
certificates  of  officers  of  SYSCO,   DFI  and  stockholders  of  DFI,  which
representations shall be in form and substance satisfactory to such counsel.

         Section 6.02 Conditions to Obligations of SYSCO and Merger Sub.
The  obligation of SYSCO and Merger Sub to effect the Merger is further  subject
to satisfaction or waiver of the following conditions:

          (a)     Representations and Warranties.
The  representations  and  warranties  of DFI set forth herein shall be true and
correct both when made,  and at and as of the Closing Date, as if made at and as
of such time  (except to the extent  expressly  made as of an earlier  date,  in
which case such  representations  and warranties shall be true and correct as of
such date, except where the failure of such representations and warranties to be
so true and correct (without giving effect to any limitation to "materiality" or
"material adverse effect" set forth therein) does not have, and is not likely to
have, individually or in the aggregate, a material adverse effect on DFI.

          (b)     Performance of Obligations of DFI.
DFI shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date.

          (c)     Consents.
DFI shall have  obtained and  delivered to SYSCO and Merger Sub all consents and
approvals set forth in Section  3.01(d) of the DFI  Disclosure  Schedule  (other
than Requisite Regulatory Approvals),  each of which consent and approvals shall
be in full force and effect at and as of the Closing.

          (d)     Closing Deliveries.
All Closing  deliveries  required by Section 1.08(a) to be effected by DFI shall
have been effected.

          (e)     No Material Adverse Event.
There shall not have  occurred a material  adverse  change or an event  having a
material adverse effect (as such terms are defined in Section 8.03).
          (f) SYSCO shall be satisfied in its sole  discretion  with the results
of the environmental due diligence investigation,  and the financial, regulatory
and contractual  resolution of any issues which arise  therefrom,  in respect to
(i) any release  from the Annex  Property  relating to the  property's  use as a
petroleum  storage  facility  and any matter,  whether or not  related  thereto,
discovered  after  the date  hereof  and  prior to  Closing  as a result  of the
investigation of such presence or use, and (ii) any underground  storage tank or
other source of the releases discovered prior to the date hereof at the property
owned by DFI located at 3051 Monroe Street,  Manchester,  Maryland consisting of
approximately  48 acres (the  "Maryland  Property")  and any matters  discovered
after the date hereof and prior to Closing as a result of the  investigation  of
such tank or other source, whether or not related thereto.

         Section 6.03 Conditions to Obligations of DFI.
The obligation of DFI to effect the Merger is further subject to satisfaction or
waiver of the following conditions:

          (a)     Representations and Warranties.
The  representations  and warranties of SYSCO set forth herein shall be true and
correct both when made,  and at and as of the Closing Date, as if made at and as
of such time  (except to the extent  expressly  made as of an earlier  date,  in
which case such  representations  and warranties shall be true and correct as of
such date, except where the failure of such representations and warranties to be
so true and correct (without giving effect to any limitation to "materiality" or
"material adverse effect" set forth therein) does not have, and is not likely to
have, individually or in the aggregate, a material adverse effect on SYSCO.

          (b) Performance of Obligations of SYSCO and Merger Sub.
Each of SYSCO and Merger Sub shall have  performed in all material  respects all
obligations  required to be performed by it under this  Agreement at or prior to
the Closing Date.

          (c)     Closing Deliveries.
All Closing  deliveries  required by Section 1.08(b) to be effected by SYSCO and
Merger Sub shall have been effected.


Article VII
 Termination, Amendment and Waiver


         Section 7.01  Termination.
This  Agreement may be terminated at any time prior to the Effective  Time,  and
(except in the case of 7.01(b)(ii) or  7.01(c)(ii))  whether before or after the
DFI Stockholder Approval:

         (a)       By SYSCO and DFI Jointly
By mutual written consent of SYSCO and DFI, if the Board of Directors of each so
determines by a vote of a majority of its entire Board;

         (b)       By SYSCO or DFI
By either the Board of Directors of SYSCO or the Board of Directors of DFI:
                  (i) if the Merger shall not have been consummated by September
30, 1999; provided, however, that the right to terminate this Agreement pursuant
to this Section  7.01(b)(i) shall not be available to any party whose failure to
perform any of its  obligations  under this Agreement  results in the failure of
the Merger to be consummated by such time;
                  (ii) if the DFI  Stockholder  Approval  shall  not  have  been
obtained  at a DFI  Stockholders  Meeting  duly  convened  therefor  or  at  any
adjournment or postponement thereof;
                  (iii) if any Restraint  having any of the effects set forth in
Section   6.01(d)   shall  be  in  effect  and  shall  have  become   final  and
nonappealable,  or if any  Governmental  Entity  that  must  grant  a  Requisite
Regulatory Approval has denied approval of the Merger and such denial has become
final and  nonappealable;  provided,  that the party  seeking to terminate  this
Agreement pursuant to this Section  7.01(b)(iii) shall have used reasonable good
faith efforts to prevent the entry of and to remove such  Restraint or to obtain
such Requisite Regulatory Approval, as the case may be;

         (c) By SYSCO By the Board of Directors of SYSCO:
                     (i) (provided that SYSCO is not then in material  breach of
any representation,  warranty, covenant or other agreement contained herein), if
DFI shall have breached or failed to perform in any material  respect any of its
representations,  warranties,  covenants or other  agreements  contained in this
Agreement, or if DFI shall have breached or failed to perform in any respect its
covenants  and  agreements  set forth in Section  4.01(a)(ii),  which  breach or
failure to perform (A) would give rise to the  failure of a condition  set forth
in Section  6.02(a) or (b), and (B) is incapable of being cured by DFI or is not
cured within 45 days of written notice thereof;
                     (ii) at any time prior to the DFI Stockholders  Meeting, if
the DFI Board of Directors shall have (A) failed to make, no later than the date
of the  first  mailing  of the  Proxy  Statement  to the DFI  Stockholders,  its
recommendation referred to in Section 5.01(b), (B) withdrawn such recommendation
or (C)  modified  or  changed  such  recommendation  in a manner  adverse to the
interests of SYSCO; and
                     (iii) in the event that the  Closing  Net Worth as shown on
the Closing  Balance  Sheet is less than the 1998 Net Worth in breach of Section
3.01(gg).

         (d)       By DFI
By the Board of  Directors  of DFI  (provided  that DFI is not then in  material
breach of any  representation,  warranty,  covenant or other agreement contained
herein),  if SYSCO  shall have  breached  or failed to  perform in any  material
respect any of its  representations,  warranties,  covenants or other agreements
contained in this Agreement.

         Section 7.02  Effect of Termination.
In the event of termination of this Agreement by either DFI or SYSCO as provided
in Section 7.01, this Agreement shall forthwith  become void and have no effect,
without any liability or obligation on the part of SYSCO or DFI,  other than the
provisions  of the last sentence of Section  5.05,  Section  5.09,  this Section
7.02,  Section  7.05 and Article  VIII,  which  provisions  shall  survive  such
termination, and except that, notwithstanding anything to the contrary contained
in this Agreement,  neither SYSCO nor DFI shall be relieved or released from any
liabilities  or damages  arising out of its willful  breach of any  provision of
this Agreement.

         Section 7.03  Amendment.
Subject to compliance  with applicable law, this Agreement may be amended by the
parties  at any time  before or after the DFI  Stockholder  Approval;  provided,
however, that after such approval, there may not be, without further approval of
such by the  stockholders  of DFI, any amendment of this  Agreement that changes
the amount or the form of the  consideration  to be  delivered to the holders of
DFI Common  Stock  hereunder,  or which by law  otherwise  requires  the further
approval of such  stockholders.  This  Agreement may not be amended except by an
instrument  in writing  signed on behalf of each of the parties  hereto and duly
approved by the parties'  respective  Boards of  Directors or a duly  designated
committee thereof.

         Section 7.04  Extension; Waiver.
 At any time prior to the Effective Time, a party may, subject to the proviso of
Section 7.03, (a) extend the time for the  performance of any of the obligations
or  other  acts  of  the  other  parties,  (b)  waive  any  inaccuracies  in the
representations  and warranties of the other parties contained in this Agreement
or in any document  delivered pursuant to this Agreement or (c) waive compliance
by the other party with any of the  agreements or  conditions  contained in this
Agreement.  Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of
such party.  Any extension or waiver given in compliance  with this Section 7.04
or  failure  to  insist  on  strict  compliance  with an  obligation,  covenant,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure.

         Section 7.05  Termination Expenses.
                     (i) In the event of a termination of this Agreement and the
abandonment of the Merger at any time (A) by SYSCO  pursuant to Section  7.01(c)
or (B) by  SYSCO  or DFI  pursuant  to  Section  7.01(b)(ii),  and in  order  to
compensate  SYSCO  for the  expenses  associated  with the  negotiation  of this
Agreement  and the other  matters  contemplated  hereby,  DFI shall,  within one
business day  following  such  termination,  pay SYSCO a fee equal to the actual
cost of such reasonable and customary expenses, in immediately available funds.
                     (ii) In the event of a  termination  of this  Agreement and
the abandonment of the Merger at any time (i) by DFI pursuant to Section 7.01(d)
and in order to compensate DFI for the expenses  associated with the negotiation
of this Agreement and the other matters contemplated hereby, SYSCO shall, within
one business day following such  termination,  pay DFI a fee equal to the actual
cost of such reasonable and customary expenses, in immediately available funds.
                  (iii) A party's right to receive the fee  contemplated by this
Section 7.05, and its ability to enforce the provisions this Section 7.05, shall
not be subject to approval by the stockholders of DFI.


Article VIII
General Provisions


         Section 8.01  Survival of Agreements.
DFI's  representations,  warranties,  covenants,  other agreements and all other
obligations  in  this  Agreement  or in any  document,  disclosure  schedule  or
instrument attached to or delivered pursuant to this Agreement shall survive the
Effective  Time until the second (2nd)  anniversary  of the Closing,  except for
representation,  warranties,  covenants  and  obligations  with  respect  to tax
matters,  accounts  receivable,  and the  provisions of Section 5.19 and Section
5.21, which shall survive until the third (3rd)  anniversary of the Closing,  in
each case, at which time they shall expire and be of no further force or effect,
with the sole exception of claims  theretofore made against the Escrow Fund with
particularity and with a statement in reasonable detail of the factual basis for
such claim.  (See Section 2.04).  This Section 8.01 shall not limit any covenant
or agreement of the parties which  contemplates  performance after the Effective
Time.

         Section 8.02  Notices.
All  notices,  requests,  claims,  demands and other  communications  under this
Agreement shall be in writing and shall be deemed given if delivered personally,
telecopied  (which  is  confirmed  in  writing)  or  sent by  overnight  courier
(providing  proof of delivery) to the parties at the following  addresses (or at
such other address for a party as shall be specified by like notice):

         if to SYSCO, to:              SYSCO Corporation
                                       1390 Enclave Parkway
                                       Houston, Texas  77077-2099
                                       Attn:  General Counsel
                                       Facsimile:  (281) 584-2510

         with a copy to:               Robert P. Finch, Esq.
                                       Arnall Golden & Gregory, LLP
                                       1201 West Peachtree Street
                                       Atlanta, Georgia  30309-3450
                                       Facsimile:  (404) 873-8617

         if to DFI, to:                Doughtie's Foods, Inc.
                                       2410 Wesley Street
                                       Portsmouth, Virginia  23707
                                       Attn:  Steven C. Houfek
                                       Facsimile:  (757) 399-3558

         with a copy to:               William R. Waddell, Esq.
                                       McGuire, Woods, Battle & Boothe, LLP
                                       World Trade Center, Suite 9000
                                       101 West Main Street
                                       Norfolk, VA  23510-1655
                                       Facsimile:  (757) 640-3972


         Section 8.03  Definitions.
For purposes of this Agreement:
                  (i) except for purposes of Section 5.11, an "affiliate" of any
person means  another  person that directly or  indirectly,  through one or more
intermediaries,  controls,  is controlled  by, or is under common  control with,
such first person, where "control" means the possession, directly or indirectly,
of the power to direct or cause the  direction of the  management  policies of a
person,  whether  through the ownership of voting  securities,  by contract,  as
trustee or executor, or otherwise;
                  (ii) "material  adverse  change" or "material  adverse effect"
means any change,  effect, event,  occurrence or state of facts that is or could
reasonably  be  expected to be  materially  adverse to the  business,  financial
condition or results of operations of such party and its subsidiaries taken as a
whole;  provided,  however,  that it shall not be a "material adverse change" or
"material  adverse  effect" with respect to DFI in  connection  with any change,
effect, event, occurrence or state of facts relating to, or arising or resulting
from (A) any actions  taken or omitted to be taken by DFI with the prior written
approval of SYSCO in  anticipation  or  reliance  upon the  consummation  of the
Merger or the transactions  contemplated  thereby,  or (B) the loss, despite the
reasonable  good faith  efforts of DFI, of the services of up to twenty  percent
(20%) of the sales employees  employed by DFI, of the Chief  Executive  Officer,
Senior Vice President and Chief Financial  Officer of DFI or of up to 20% of the
other officers of DFI as of the date of this Agreement;
                  (iii) "person" means an individual, corporation,  partnership,
limited liability company,  joint venture,  association,  trust,  unincorporated
organization or other entity;
                  (iv) a  "subsidiary"  of any person means another  person,  an
amount of the voting  securities,  other voting ownership or voting  partnership
interests  of which is  sufficient  to elect at least a majority of its Board of
Directors or other  governing  body (or, if there are no such voting  interests,
50% or more of the equity interests of which) is owned directly or indirectly by
such first person;
                  (v)  "knowledge"  of any person means the actual  knowledge of
such person after reasonable inquiry;
                  (vi)  "Securities  Act" means the  Securities  Act of 1933, as
amended;
                  (vii)  "DFI  SEC  Documents"   means  all  required   reports,
schedules,  forms,  statements and other documents  (including  exhibits and all
other information incorporated therein) filed with the SEC by DFI since December
31, 1996, and the Form S-4 as filed prior to the date of this Agreement;
                  (viii)  "SYSCO  SEC  Documents"  means all  required  reports,
schedules,  forms,  statements and other documents  (including  exhibits and all
other  information  incorporated  therein)  filed  with the SEC by  SYSCO  since
December  31,  1996,  and  the  Form  S-4 as  filed  prior  to the  date of this
Agreement;
                  (ix) "To  DFI's  knowledge"  means  the  knowledge  of  Mules,
Houfek, and Michael S. LaRock;
                  (x) "To  SYSCO's  knowledge"  means the  knowledge  of John K.
Stubblefield and Robert G. Culak;
                  (xi) "Form S-4" means the  registration  statement on Form S-4
to be  filed  with the SEC by SYSCO in  connection  with the  issuance  of SYSCO
Common Stock in the Merger; and
                  (xii)  "Exchange  Act" means the  Securities  Exchange  Act of
1934, as amended.

         Section 8.04  Interpretation.
When a reference is made in this  Agreement  to an Article,  Section or Exhibit,
such  reference  shall be to an Article or Section  of, or an Exhibit  to,  this
Agreement unless otherwise indicated.  Whenever the words "include",  "includes"
or "including" are used in this  Agreement,  they shall be deemed to be followed
by the words "without limitation".  The words "hereof", "herein" and "hereunder"
and words of similar  import  when used in this  Agreement  shall  refer to this
Agreement as a whole and not to any particular provision of this Agreement.  All
terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.  The definitions  contained in this Agreement are applicable to
the singular as well as the plural  forms of such terms and to the  masculine as
well as to the  feminine  and  neuter  genders  of  such  term.  Any  agreement,
instrument  or statute  defined or  referred  to herein or in any  agreement  or
instrument  that is  referred  to herein  means such  agreement,  instrument  or
statute as from time to time amended,  modified or  supplemented,  including (in
the case of agreements or  instruments) by waiver or consent and (in the case of
statutes) by succession of comparable  successor  statutes and references to all
attachments thereto and instruments incorporated therein. References to a person
are also to its permitted successors and assigns.

         Section 8.05  Counterparts.
This Agreement may be executed in one or more  counterparts,  all of which shall
be considered one and the same agreement and shall become  effective when one or
more  counterparts  have been signed by each of the parties and delivered to the
other parties.

         Section 8.06  Entire Agreement; No Third-Party Beneficiaries.
This Agreement (including the documents and instruments referred to herein), the
Escrow  Agreement and the  Confidentiality  Agreement (a)  constitute the entire
agreement,  and supersede all prior agreements and understandings,  both written
and oral,  between  the  parties  with  respect  to the  subject  matter of this
Agreement and (b) except for the provisions of Section 5.07, are not intended to
confer upon any person other than the parties any rights or remedies.

         Section 8.07  Governing Law.
This Agreement shall be governed by, and construed in accordance  with, the laws
of the  Commonwealth  of Virginia,  regardless of the laws that might  otherwise
govern under applicable principles of conflict of laws thereof.

         Section 8.08  Assignment.
Neither this  Agreement nor any of the rights,  interests or  obligations  under
this  Agreement  shall be assigned,  in whole or in part, by operation of law or
otherwise by either of the parties hereto  without the prior written  consent of
the other party; provided,  however, that without the consent of DFI, Merger Sub
may assign all of its respective rights,  interests and obligations hereunder to
any other wholly owned  subsidiary of SYSCO.  Any assignment in violation of the
preceding sentence shall be void.  Subject to the preceding two sentences,  this
Agreement will be binding upon,  inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.

         Section 8.09  Consent to Jurisdiction.
Each of the  parties  hereto  (a)  consents  to submit  itself  to the  personal
jurisdiction of any federal court located in the Commonwealth of Virginia or any
Virginia  state court in the event any dispute  arises out of this  Agreement or
any of the transactions  contemplated by this Agreement, (b) agrees that it will
not  attempt to deny or defeat  such  personal  jurisdiction  by motion or other
request for leave from any such court, and (c) agrees that it will not bring any
action  relating to this Agreement or any of the  transactions  contemplated  by
this  Agreement  in  any  court  other  than  a  federal  court  sitting  in the
Commonwealth of Virginia or a Virginia state court.

         Section 8.10  Headings.
The headings and table of contents contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

         Section 8.11  Severability.
If any  term or  other  provision  of this  Agreement  is  invalid,  illegal  or
incapable  of being  enforced  by any rule of law or  public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force  and  effect,  insofar  as  the  foregoing  can  be  accomplished  without
materially  affecting the economic  benefits  anticipated by the parties to this
Agreement.  Upon such determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.

         Section 8.12  Dispute Resolution
Notwithstanding  any provision of this Agreement to the contrary,  all disputes,
controversies  or claims  arising out of or relating to this  Agreement  and the
transactions  contemplated  hereby  shall be  resolved  by  agreement  among the
parties,  or, if not so resolved within  forty-five (45) days following  written
notice of dispute  given by either  party  hereto to the  other,  and if written
notice of desire to  arbitrate  is given by either of the  parties  as  provided
below and the matter is not then otherwise  resolved by the parties  hereto,  by
resort to arbitration in accordance  with Title 9 of the United States Code (the
United States  Arbitration  Act),  the  Commercial  Arbitration  Rules,  and the
Optional Rules for Emergency Measures of Protection, all as amended from time to
time (the  "Rules") of the American  Arbitration  Association  and the following
provisions; provided, however, that the provisions of this Section shall prevail
in the event of any conflict with such Rules.  The parties agree that they shall
use their best  efforts to cause the matter to be  presented to a panel of three
arbitrators  (at least  one of whom  shall  have at least ten years of  industry
experience  relating to the subject  matter of the dispute)  within  thirty (30)
days after the  establishment of such panel. Such selection of arbitrators shall
be made in accordance with the Rules.  There shall be no discovery.  Pending the
arbitration  hearing,  any provisional remedy that would be available to a party
from a court of law shall be available from the arbitration  panel. The decision
of a majority of the arbitration  panel with respect to the matters  referred to
them pursuant hereto shall be final and binding upon the parties to the dispute,
and  confirmation  and enforcement  thereof may be rendered thereon by any court
having  jurisdiction  upon  application  of any  person  who is a  party  to the
arbitration  proceeding.  The costs and expenses  incurred in the course of such
arbitration  shall be borne by the  party or  parties  against  whose  favor the
decisions and  conclusions  of the  arbitration  panel are  rendered;  provided,
however,  that if the  arbitration  panel  determines that its decisions are not
rendered  wholly  against  the favor of one party or parties  or the other,  the
arbitration  panel shall be authorized  to apportion  such costs and expenses in
the manner that it deems fair and just in light of the merits of the dispute and
its  resolution.  The  arbitration  panel shall have no power or authority under
this  Agreement  or  otherwise  to award or provide for the award of punitive or
consequential damages against any party.

(Signatures on following page)

<PAGE>

IN WITNESS WHEREOF,  SYSCO,  Merger Sub and DFI have caused this Agreement to be
signed by their respective duly authorized officers as of the date first written
above.


SYSCO:
SYSCO CORPORATION:


By: /s/  Kent R. Berke
    ------------------------
    Assistant Vice President


MERGER SUB:
SYSCO FOOD SERVICES OF EASTERN VIRGINIA, INC.


By: /s/  Kent R. Berke
    ------------------------
    Vice President


DFI:
DOUGHTIE'S FOODS, INC.:


By: /s/  Steven C. Houfek
    ----------------------
    President and CEO


Exhibits
---------

         Exhibit A         Amended Bylaws of Surviving Corporation
         Exhibit B-1       Form of Opinion of Counsel to DFI
         Exhibit B-2       Form of Opinion of Counsel to SYSCO
         Exhibit C         Form of Escrow Agreement
         Exhibit D         Form of Affiliates Agreement
         Exhibit E         Form of Non-Competition Agreement
         Exhibit F         Form of Sale/Leaseback Agreement
         Exhibit G         Form of Sale Agreement (Annex)

  [Merger Agreement Exhibits and DFI Disclosure Schedule Intentionally Omitted]