EXHIBIT (a)(3)

                                SECOND AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


      THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, made as of
the 1st day of July, 1997 (the "Second Amendment"),  by and between DOUGHTIE'S'S
FOODS,  INC.,  a Virginia  corporation  (the  "Borrower),  and CRESTAR  BANK,  a
Virginia Banking corporation (the "Bank"), provides as follows:

      1. Recitals. The Borrower and the Bank are parties to that certain Amended
and Restated  Credit  Agreement dated as of June 14, 1996, as amended by a First
Amendment to Amended and Restated  Credit  Agreement  dated as of September  30,
1996 (as so  amended,  the  "Agreement").  The  Borrower  and the Bank desire to
further amend the Agreement as hereinafter set forth.  Capitalized terms used in
this Second Amendment shall have the meanings  specified in the Agreement unless
otherwise defined herein.

      2.      Amendments.

            (a)      Annex I to the Agreement is hereby amended as follows:

                  (i) The  following  defined  term is hereby  added to Annex I:
                  "Contingent Facility" - Section 2.3.

                  (ii) The following defined terms are hereby deleted from Annex
                  I: "Debt Service" and "EBITD".

                  (iii)  The  definition  of  "Termination  Date"  in Annex I is
                  hereby amended to read, in its entirety, as follows:

                                    "Termination Date" shall mean July 31, 2000,
                         or such earlier date as the Commitment  shall terminate
                         as provided in the  Agreement or such later date as may
                         hereafter be agreed to by the Bank in writing.

            (b) The first  sentence  of Section 2.1 of the  Agreement  is hereby
amended to read as follows:

                                    The Bank has made and,  subject to the terms
                  and conditions  herein set forth,  shall make revolving credit
                  loans (the "Revolving Credit Loans") to the Borrower from time
                  to time during the Commitment Period in amounts not to exceed,
                  in the aggregate  outstanding  at any one time,  the lesser of
                  (i) the Borrowing Base, or (ii) 54,000,000, as such amount may
                  be increased  from time to time pursuant to Section 2.3 of the
                  Agreement (the "Revolving Credit Commitment").

            (c) The Agreement is hereby amended by the addition of the following
Section 2.3:

                                    2.3  Contingent  Facility.  There is  hereby
                  established a revolving credit facility  pursuant to which the
                  Borrower  may  request  and  the  Bank  may  make   additional
                  revolving  credit  loam to the  Borrower  in  amounts,  not to
                  exceed,  in  the  aggregate   outstanding  at  any  one  time,
                  $3,300,000,  on the terms and conditions set forth herein with
                  respect to Revolving Credit Loans (the "Contingent Facility").
                  No amount of the  Contingent  Facility  shall be available for
                  borrowing except as specified  herein.  The Borrower may, from
                  time to time during the  Commitment  Period,  by not less than
                  ten (10) Business  Days' written  notice to the Bank,  request
                  that the Contingent  Facility (or a portion thereof in minimum
                  increments of $1,000,000) be converted to and become a part of
                  the Revolving  Credit  Commitment.  Upon such request and upon
                  (i) the payment by the  Borrower to the Bank of an  activation
                  fee of 1/8%  (0.125%)  of the amount to be so  converted,  and
                  (11) the delivery to the Bank, in form reasonably satisfactory
                  to  the  Bank,  of  (A)  an  amended   Revolving  Credit  Note
                  evidencing the increase in the amount of the Revolving  Credit
                  Commitment, (B)such other documentation related thereto as the
                  Bank shall reasonably require, the Contingent Facility or such
                  portion  thereof  specified by the Borrower shall be converted
                  into and become a part of the Revolving Credit  Commitment and
                  the  Revolving  Credit  Commitment  shall be  increased by the
                  amount of the Contingent Facility so converted.

            (d) Section 6.1 of the  Agreement is hereby  amended by the deletion
of paragraph (d) thereof.

            (e)  Section  6 of the  Agreement  is  hereby  amended  to add a new
Section 6.17, to read, in its entirety, as follows:

                                    6.17 Pay to the Bank,  within ten (10) days'
                  after receipt of an invoice by the Bank therefor,  a quarterly
                  fee  equal  to  1/4%  (0.25%)  of the  unused  portion  of the
                  Revolving  Credit  Commitment  during the  preceding  calendar
                  quarter, computed on a dally basis.

            (f) Section 7.9 of the  Agreement is hereby  amended to read, in its
entirety, as follows:

                                    7.9 Tangible Net Worth.  Permit Tangible Net
                  Worth to be at any time less than $7,500,000.

            (g) The  Agreement  is hereby  amended by the  deletion  of Sections
7.12, 7.13 and 7.15 thereof.

            (h) Exhibit A to the  Agreement  is hereby  amended to read,  in its
entirety, as set forth on Exhibit A attached hereto.

            (i) Exhibit B to the  Agreement  is hereby  amended to read,  in its
entirety, as set forth on Exhibit B attached hereto.

      3.  Representations  and Warranties.  The Borrower  hereby  represents and
warrants as follows:

            (a)  The   representations   and  warranties  of  the  Borrower  and
Dutterer's set forth in the Loan Documents are true and correct on and as of the
date  hereof  as  though  made on and as of such  date  except  insofar  as such
representations and warranties relate expressly to an earlier date;

            (b) After  giving  effect to the Second  Amendment,  there exists no
Event of Default and no condition, act or event which, with the giving of notice
or lapse of time or both, would constitute an Event of Default.

      4.  Conditions  Precedent to the Second  Amendment.  The Second  Amendment
shall not become  effective  unless and until the Bank shall have  received  the
Second  Amendment  and the  Notes,  in the form  specified  in  Exhibits A and B
hereto, duly executed by the Borrower.

      5.  Miscellaneous.  Except as expressly  amended hereby,  the Agreement is
hereby ratified and confirmed as in full force and effect.

      IN WITNESS  WHEREOF,  the  Borrower  and the Bank have  caused this Second
Amendment to be duly executed and delivered by their  respective duly authorized
officers as of the date first above written.

                                    DOUGHTIE'S FOODS, INC.

                                    By:    /s/ Marion S. Whitfield, Jr.
                                       ----------------------------
                                          Marion S. Whitfield, Jr.
                                          Senior Vice President


                                    CRESTAR BANK

                                    By: /s/ Bruce W. Nave
                                       ----------------------------
                                          Bruce W. Nave
                                          Vice President


                                      EXHIBIT A

Commercial Note                                                          CRESTAR

Borrower:            Doughtie's Foods, Inc.
Loan Amount:         Four Million Dollars and no cents ($4,000,000.00)
Borrower's Address:  Attn: Mike Larock
                     P.O. Box 7229
                     Portsmouth, VA 23707-0229


Officer:             Bruce W. Nave (initials) /s/ BWN  Date:         July 1,1997
                                            ----------
Account No:   04300033425154        Note No: 2001       Note Type:  Renewal Loan

For Value Received,  the undersigned (whether one or more) jointly and severally
promise to pay to the order of Crestar  Bank (the "Bank") at any of its offices,
or at such place as the Bank may  designate  in writing,  without  offset and in
immediately  available  funds,  the Loan Amount shown  above,  including or plus
interest, and any other amounts due, upon the terms specified below.

Loan Type And Repayment Terms

Loan Type:                Revolving Master Borrowing Line

                              This is an open end revolving line of credit.  You
may borrow an  aggregate  principal  amount up to the Loan  Amount  shown  above
outstanding at any one time.

Repayment Terms:  Principal on demand, plus interest,  but the undersigned shall
be  liable  for only so much of the Loan  Amount  as shall be equal to the total
advanced  to or for the  undersigned,  or any of them,  by the Bank from time to
time,  less all payments made by or for the  undersigned and applied by the Bank
to principal,  plus interest on each such advance, and any other amounts due all
as shown on the Bank's books and records, which shall be prima facie evidence of
the amount owed.

             Principal shall be payable on the  Termination  Date, as defined in
the "Agreement,' as hereinafter defined.

Additional Terms And Conditions:

This Note is governed  by  additional  terms and  conditions  contained  in a(n)
Amended and Restated  Revolving Credit Agreement between the undersigned and the
Bank  dated  June  14,1995,  and  any  modifications,  renewals,  extensions  or
replacements  thereof (the  "Agreement"),  which is incorporated in this Note by
reference. In the event of a conflict between any term or condition contained in
this Note and in the  Agreement,  such term or condition of the Agreement  shall
control.

Interest

Accrued interest will be payable on the last day of each month beginning on July
31,1997.

Interest will accrue daily on an actual 360 basis (that is, on the actual number
of days elapsed over a year of 360 days).

Each  scheduled  payment  made on this Note will be applied to accrued  interest
before it is applied to  principal.  Interest  will accrue from the date of this
Note on the unpaid balance and will continue to accrue after  maturity,  whether
by acceleration or otherwise, until this Note is paid in full.

Subject to the above,  interest per annum payable on this Note (the "Rate") will
be 1.500% plus the 30-day British Bankers  Association LIBOR Rate, as determined
by the Bank,  for an amount  equal to the Loan  Amount.  The Rate is a reference
rate only and does not necessarily represent the lowest rate of interest charged
for such borrowings.  Adjustments to the Rate shall be effective as of the first
business day of each calendar month.

This Note  represents a renewal and refinance of the balance owed on note number
3425154-  2001  dated  June  14,  1995,  in the  original  principal  amount  of
$7,500,000.00.

Collateral

Any collateral  pledged to the Bank to secure any of the undersigned's  existing
or  future  liabilities  to the Bank  shall  secure  this  Note.  To the  extent
permitted by law, each of the undersigned grants to the Bank a security interest
in and a lien upon all deposits or  investments  maintained  by the  undersigned
with,  and all  indebtedness  owed to the  undersigned by the Bank or any of its
affiliates.

This Note is also secured by the following collateral and proceeds thereof:

Collateral as described on Schedule A attached hereto and incorporated herein.

All of this  security is  referred  to  collectively  as the  "Collateral."  The
Collateral  is  security  for the  payment of this Note and any other  liability
(including  overdrafts  and future  advances)  of the  undersigned  to the Bank,
however  evidenced,  now existing or hereafter  incurred,  matured or unmatured,
direct  or  indirect,  absolute  or  contingent,  several,  joint,  or joint and
several,  including any extensions,  modifications or renewals.  The proceeds of
any Collateral may be applied  against the liabilities of the undersigned to the
Bank in any order at the option of the Bank.

Loan Purpose And Updated Financial Information Required

The  undersigned  warrant and represent  that the loan evidenced by this Note is
being made  solely for the  purpose of  acquiring  or  carrying  on a  business,
professional or commercial activity or acquiring real or personal property as an
investment  (other than a personal  investment) or for carrying on an investment
activity (other than a personal investment  activity).  The undersigned agree to
provide to the Bank updated financial  information,  including,  but not limited
to, tax returns,  current financial statements in form satisfactory to the Bank,
as  well  as  additional   information,   reports  or  schedules  (financial  or
otherwise), all as the Bank may from time to time request.

Default, Acceleration And Setoff

Upon the occurrence of an Event of Default,  as defined in the Agreement,  or in
the event of  non-payment  of this Note in full at maturity,  the entire  unpaid
balance of this Note will, at the option of the Bank, become immediately due and
payable,  without notice or demand.  Upon the occurrence of an event of default,
the Bank will be entitled  to interest on the unpaid  balance at the stated Rate
plus 2.00% (the "Default Rate"), unless otherwise required by law, until paid in
full. To the extent permitted by law, upon default, the Bank will have the right
in addition to all other  remedies  permitted  by law, to set off the amount due
under this Note or due under any other  obligation  to the Bank  against any and
all accounts, whether checking or savings or otherwise,  credits, money, stocks,
bonds or other security or property of any nature on deposit with, held by, owed
by, or in the  possession of, the Bank or any of its affiliates to the credit of
or for the account of any Party,  without notice to or consent by any Party. The
remedies  provided in this Note and any other agreement between the Bank and any
Party are cumulative and not exclusive of any remedies provided by law.

Capital Adequacy

Should the Bank, after the date of this Note, determine that the adoption of any
law  or  regulation   regarding   capital   adequacy,   or  any  change  in  its
interpretation or  administration,  has or would have the effect of reducing the
Bank's rate of return under this Note to a level below that which the Bank could
have  achieved  but for the  adoption  or  change,  by an amount  which the Bank
considers to be material,  then, from time to time, 30 days after written demand
by the Bank, the undersigned  shall pay to the Bank such  additional  amounts as
will compensate the Bank for the reduction. Each demand by the Bank will be made
in good faith and accompanied by a certificate claiming  compensation under this
paragraph  and  stating  the  amounts  to be paid to it and  the  basis  for the
payment.

Late Charges And Other Authorized Charges

If any portion of a payment is at least ten (10) days past due, the  undersigned
agree to pay a late  charge of 5.00% of the  amount  which is past  due.  Unless
prohibited by applicable law, the  undersigned  agree to pay the fee established
by the Bank from time to time for  returned  checks if a payment is made on this
Note with a check and the check is  dishonored  for any reason  after the second
presentment.  In addition, as permitted by applicable law, the undersigned agree
to pay the following: (1) all expenses, including, without limitation, all court
or collection costs, and reasonable  attorneys' fees and expenses,  whether suit
be brought or not,  incurred in collecting  this Note; (2) all costs incurred in
evaluating,  preserving or disposing of any  Collateral  granted as security for
the  payment  of  this  Note,  including  the  cost of any  audits,  appraisals,
appraisal updates, reappraisals or environmental inspections which the Bank from
time to time in its sole  discretion  may deem  necessary:  (3) any premiums for
property  insurance  purchased on behalf of the  undersigned or on behalf of the
owner(s) of the Collateral  pursuant to any security  instrument relating to the
Collateral;  (4) any expenses or costs  incurred in defending  any claim arising
out of the  execution  of this Note or the  obligation  which it  evidences,  or
otherwise involving the employment by the Bank of attorneys with respect to this
Note and the  obligations it evidences;  and (5) any other charges  permitted by
applicable law. The undersigned agree to pay these authorized  charges on demand
or, at the Banks option,  the charges may be added to the unpaid  balance of the
Note and will accrue  interest at the stated  Rate.  Upon the  occurrence  of an
event of default, interest will accrue at the Default Rate.

Waivers

The undersigned and each other Party waive presentment,  demand, protest, notice
of protest and notice of dishonor and waive all exemptions, whether homestead or
otherwise,  as to the  obligations  evidenced by this Note. The  undersigned and
each other  Party  waive any rights to require  the Bank to proceed  against any
other  Party  or  person  or  any  Collateral  before  proceeding   against  the
undersigned or any of them, or any other Party, and agree that without notice to
any Party and without affecting any Party's liability,  the Bank, at any time or
times, may grant extensions of the time for payment or other  indulgences to any
Party or permit  the  renewal  or  modification  of this  Note,  or  permit  the
substitution, exchange or release of any Collateral for this Note and may add or
release any Party  primarily or secondarily  liable.  The  undersigned  and each
other Party agree that the Bank may apply all monies made  available  to it from
any part of the proceeds of the  disposition of any Collateral or by exercise of
the right of setoff  either to the  obligations  under this Note or to any other
obligations  of any Party to the Bank,  as the Bank may elect from time to time.
The  undersigned  also waive any rights  afforded to them by Sections  49-25 and
49-25 of the Code of Virginia of 1950 as amended.

TO THE EXTENT LEGALLY  PERMISSIBLE,  THE UNDERSIGNED WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY  LITIGATION  RELATING  TO  TRANSACTIONS  UNDER  THIS  NOTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Severability, Amendments And No Waiver By Bank

Any  provision  of this  Note  which  is  prohibited  or  unenforceable  will be
ineffective  to  the  extent  of the  prohibition  or  unenforceability  without
invalidating the remaining provisions of this Note. No amendment,  modification,
termination  or  waiver  of any  provision  of this  Note,  nor  consent  to any
departure by the  undersigned  from any term of this Note,  will in any event be
effective  unless it is in writing and signed by an  authorized  employee of the
Bank,  and then the waiver or consent  will be  effective  only in the  specific
instance and for the specific  purpose for which given.  If the interest Rate is
tied to an external index and the index becomes  unavailable  during the term of
this  loan,  the Bank may  designate  a  substitute  index  with  notice  to the
Borrower.  No  failure or delay on the part of the Bank to  exercise  any right,
power or remedy  under  this Note may be  construed  as a waiver of the right to
exercise the same or any other right at any time.

Liability, Successors And Assigns And Choice of Law

Each of the undersigned  shall be jointly and severally  obligated and liable on
this Note.  This Note shall apply to and bind each of the  undersigned's  heirs,
personal representatives,  successors and assigns and shall inure to the benefit
of the Bank,  its  successors and assigns.  The  undersigned  agree that certain
material  events  and  occurrences  relating  to  this  Note  bear a  reasonable
relationship to the Commonwealth of Virginia. The validity,  terms,  performance
and enforcement of this Note shall be governed by applicable federal law and the
internal laws of the Commonwealth of Virginia which are applicable to agreements
which  are  negotiated,   executed,   delivered  and  performed  solely  in  the
Commonwealth of Virginia.

By  signing  below,  the  undersigned  agree  to the  terms  of  this  Note  and
acknowledge receipt of a loan in the Loan Amount shown above.


                                    Doughtie's Foods, Inc.


              By: ------------------------------------------(Seal)
                   Marion S. Whitfield, Senior Vice President





                                    SCHEDULE A
                                       TO
                      COMMERCIAL NOTE DATED JULY 1, 1997 MADE
                                       BY
                             DOUGHTIE'S FOODS, INC.



1. Credit line deed of trust dated June 14,1995,  from  Doughtie's  Foods,  Inc.
("Borrower') to David A. Durham and David Singleton,  trustees ("Trustees"),  on
real estate and improvements located in Portsmouth, Virginia.

2.  Guaranty   dated  June  14,1996,   from   Dutterer's  of  Manchester   Corp.
("Dutterer").

3. Credit line deed of trust dated June 14,1996, from Dutterer's to Trustees, on
real estate and improvements located in Manchester, Maryland.

4. Security Agreement from Borrower dated June 14, 1996, on Accounts, Inventory,
Equipment and General Intangibles.

5. Security  Agreement from Dutterer's dated June 14,1996,  on a promissory note
dated September 3,1995, made by Value Added Food Services,  Inc., and payable to
Dutterer's in the original principal amount of $1,038,755.

5. Borrower's  Assignment  dated June 14,1996,  pursuant to Assignment of Claims
Act, of its right to receive  monies due and to become due to Borrower  pursuant
to its contract with the United States of America (Defense Logistics Agency) for
the supply of foods to military facilities in southern Virginia.


DOUGHTIE'S FOODS, INC., a Virginia corporation


By:-------------------------------------------
Its:------------------------------------------





<PAGE>



                                    EXHIBIT B



Commercial Note      CRESTAR
Borrower:            Doughtie's Foods, Inc.
Loan Amount:         One Million Three Hundred Fifty Thousand Dollars and no 
                     cents ($1,350,000.00)
Borrower's Address:  Attn: Mike Larock
                     P.O. Box 7229
                     Portsmouth, VA 23707 022
Officer:             Bruce W. Nave            (initials)      Date:  July 1,1997
Account No:      04300033425154      Note No: 2001      Note Type:  Renewal Loan

For Value Received,  the undersigned (whether one or more) jointly and severally
promise to pay to the order of Crestar  Bank (the "Bank") at any of its offices,
or at such place as the Bank may  designate  in writing,  without  offset and in
immediately  available  funds,  the Loan Amount shown  above,  including or plus
interest, and any other amounts due, upon the terms specified below.

Loan Type And Repayment Terms

Loan Type:      Term-Variable Payment

Repayment  Terms:  The Loan Amount shall be payable in 13 consecutive  quarterly
installments  of principal of $100,000.00  each,  plus interest,  payable on the
first day of each  calendar  quarter,  beginning  October 1,  1997,  and a final
payment of $50,000.00  plus  interest and other amounts owed,  due on January 1,
2001.

Additional Terms And Conditions:

This Note is governed  by  additional  terms and  conditions  contained  in a(n)
Amended and Restated  Revolving Credit Agreement between the undersigned and the
Bank  dated  June  14,1996,  and  any  modifications,  renewals,  extensions  or
replacements  thereof (the  "Agreement"),  which is incorporated in this Note by
reference. In the event of a conflict between any term or condition contained in
this Note and in the  Agreement,  such term or condition of the Agreement  shall
control.

Interest

Accrued  interest will be payable on the first day of each quarter  beginning on
October 1,1997.

Interest will accrue daily on an actual 36O basis (that is, on the actual number
of days elapsed over a year of 360 days).

Each  scheduled  payment  made on this Note will be applied to accrued  interest
before it is applied to  principal.  Interest  will accrue from the date of this
Note on the unpaid balance and will continue to accrue after  maturity,  whether
by acceleration or otherwise, until this Note is paid in full.

Subject to the above,  interest per annum payable on this Note (the "Rate") will
be 1.500% plus the 30-day British Bankers  Association LIBOR Rate, as determined
by the Bank,  for an amount  equal to the Loan  Amount.  The Rate is a reference
rate only and does not necessarily represent the lowest rate of interest charged
for such borrowings.  Adjustments to the Rate shall be effective as of the first
business day of each calendar month.

This Note  represents a renewal and refinance of the balance owed on note number
3426154-  9012  dated  June  14,  1996,  in the  original  principal  amount  of
$1,750,000.00.

Collateral

Any collateral  pledged to the Bank to secure any of the undersigned's  existing
or  future  liabilities  to the Bank  shall  secure  this  Note.  To the  extent
permitted by law, each of the undersigned grants to the Bank a security interest
in and a lien upon all deposits or  investments  maintained  by the  undersigned
with, and all  indebtedness  owed to the  undersigned by, the Bank or any of its
affiliates.

This Note is also secured by the following collateral and proceeds thereof

Collateral as described on Schedule A attached hereto and incorporated herein.

All of this  security is  referred  to  collectively  as the  'Collateral."  The
Collateral  is  security  for the  payment of this Note and any other  liability
(including  overdrafts  and future  advances)  of the  undersigned  to the Bank,
however  evidenced,  now existing or hereafter  incurred,  matured or unmatured,
direct  or  indirect,  absolute  or  contingent,  several,  joint,  or joint and
several,  including any extensions,  modifications or renewals.  The proceeds of
any Collateral may be applied  against the liabilities of the undersigned to the
Bank in any order at the option of the Bank.

Loan Purpose And Updated Financial Information Required

The  undersigned  warrant and represent  that the loan evidenced by this Note is
being made  solely for the  purpose of  acquiring  or  carrying  on a  business,
professional or commercial activity or acquiring real or personal property as an
investment  (other than a personal  investment) or for carrying on an investment
activity (other than a personal investment  activity).  The undersigned agree to
provide to the Bank updated financial  information,  including,  but not limited
to, tax returns,  current financial statements in form satisfactory to the Bank,
as  well  as  additional   information,   reports  or  schedules  (financial  or
otherwise), all as the Bank may from time to time request.

Default, Acceleration And Setoff

Upon the occurrence of an Event of Default,  as defined in the Agreement,  or in
the event of  non-payment  of this Note in full at maturity,  the entire  unpaid
balance of this Note will, at the option of the Bank, become immediately due and
payable,  without notice or demand.  Upon the occurrence of an event of default,
the Bank will be entitled  to interest on the unpaid  balance at the stated Rate
plus 2.00% (the "Default Rate"), unless otherwise required by law, until paid in
full. To the extent permitted by law, upon default, the Bank will have the right
in addition to all other  remedies  permitted  by law, to set off the amount due
under this Note or due under any other  obligation  to the Bank  against any and
all accounts, whether checking or savings or otherwise,  credits, money, stocks,
bonds or other security or property of any nature on deposit with, held by, owed
by, or in the  possession of, the Bank or any of its affiliates to the credit of
or for the account of any Party,  without notice to or consent by any Party. The
remedies  provided in this Note and any other agreement between the Bank and any
Party are cumulative and not exclusive of any remedies provided by law.

Capital Adequacy

Should the Bank, after the date of this Note, determine that the adoption of any
law  or  regulation   regarding   capital   adequacy,   or  any  change  in  its
interpretation or  administration,  has or would have the effect of reducing the
Bank's rate of return under this Note to a level below that which the Bank could
have  achieved  but for the  adoption  or  change,  by an amount  which the Bank
considers to be material,  then, from time to time, 30 days after written demand
by the Bank, the undersigned  shall pay to the Bank such  additional  amounts as
will compensate the Bank for the reduction. Each demand by the Bank will be made
in good faith and accompanied by a certificate claiming  compensation under this
paragraph  and  stating  the  amounts  to be paid to it and  the  basis  for the
payment.

Late Charges And Other Authorized Charges

If any portion of a payment is at least ten (10) days past due, the  undersigned
agree to pay a late  charge of 5.00% of the  amount  which is past  due.  Unless
prohibited by applicable law, the  undersigned  agree to pay the fee established
by the Bank from time to time for  returned  checks if a payment is made on this
Note with a check and the check is  dishonored  for any reason  after the second
presentment.  In addition, as permitted by applicable law, the undersigned agree
to pay the following: (1) all expenses, including, without limitation, all court
or collection costs, and reasonable  attorneys' fees and expenses,  whether suit
be brought or not,  incurred in collecting  this Note; (2) all costs incurred in
evaluating,  preserving or disposing of any  Collateral  granted as security for
the  payment  of  this  Note,  including  the  cost of any  audits,  appraisals,
appraisal updates, reappraisals or environmental inspections which the Bank from
time to time in its sole  discretion  may deem  necessary;  (3) any premiums for
property  insurance  purchased on behalf of the  undersigned or on behalf of the
owner(s) of the Collateral  pursuant to any security  instrument relating to the
Collateral; (4) any expenses or costs incurred in defending any

claim  arising  out of the  execution  of this Note or the  obligation  which it
evidences,  or otherwise  involving the employment by the Bank of attorneys with
respect to this Note and the obligations it evidences; and (5) any other charges
permitted by  applicable  law.  The  undersigned  agree to pay these  authorized
charges on demand  or, at the Bank's  option,  the  charges  may be added to the
unpaid balance of the Note and will accrue interest at the stated Rate. Upon the
occurrence of an event of default, interest will accrue at the Default Rate.

Waivers

The undersigned and each other Party waive presentment,  demand, protest, notice
of protest and notice of dishonor and waive all exemptions, whether homestead or
otherwise,  as to the  obligations  evidenced by this Note. The  undersigned and
each other  Party  waive any rights to require  the Bank to proceed  against any
other  Party  or  person  or  any  Collateral  before  proceeding   against  the
undersigned or any of them, or any other Party, and agree that without notice to
any Party and without affecting any Party's liability,  the Bank, at any time or
times, may grant extensions of the time for payment or other  indulgences to any
Party or permit  the  renewal  or  modification  of this  Note,  or  permit  the
substitution, exchange or release of any Collateral for this Note and may add or
release any Party  primarily or secondarily  liable.  The  undersigned  and each
other Party agree that the Bank may apply all monies made  available  to it from
any part of the proceeds of the  disposition of any Collateral or by exercise of
the right of setoff  either to the  obligations  under this Note or to any other
obligations  of any Party to the Bank,  as the Bank may elect from time to time.
The  undersigned  also waive any rights  afforded to them by Sections  49-25 and
49-26 of the Code of Virginia of 1950 as amended.

TO THE EXTENT LEGALLY  PERMISSIBLE,  THE UNDERSIGNED WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY  LITIGATION  RELATING  TO  TRANSACTIONS  UNDER  THIS  NOTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Severability, Amendments And No Waiver By Bank

Any  provision  of this  Note  which  is  prohibited  or  unenforceable  will be
ineffective  to  the  extent  of the  prohibition  or  unenforceability  without
invalidating the remaining provisions of this Note. No amendment,  modification,
termination  or  waiver  of any  provision  of this  Note,  nor  consent  to any
departure by the  undersigned  from any term of this Note,  will in any event be
effective  unless it is in writing and signed by an  authorized  employee of the
Bank,  and then the waiver or consent  will be  effective  only in the  specific
instance and for the specific  purpose for which given.  If the interest Rate is
tied to an external index and the index becomes  unavailable  during the term of
this  loan,  the Bank may  designate  a  substitute  index  with  notice  to the
Borrower.  No  failure or delay on the part of the Bank to  exercise  any right,
power or remedy  under  this Note may be  construed  as a waiver of the right to
exercise the same or any other right at any time.

Liability, Successors And Assigns And Choice of Law

Each of the undersigned  shall be jointly and severally  obligated and liable on
this Note.  This Note shall apply to and bind each of the  undersigned's  heirs,
personal representatives,  successors and assigns and shall inure to the benefit
of the Bank,  its  successors and assigns.  The  undersigned  agree that certain
material  events  and  occurrences  relating  to  this  Note  bear a  reasonable
relationship to the Commonwealth of Virginia. The validity,  terms,  performance
and enforcement of this Note shall be governed by applicable federal law and the
internal laws of the Commonwealth of Virginia which are applicable to agreements
which  are  negotiated,   executed,   delivered  and  performed  solely  in  the
Commonwealth of Virginia.

By  signing  below,  the  undersigned  agree  to the  terms  of  this  Note  and
acknowledge receipt of a loan in the Loan Amount shown above.

Doughtie's Foods, Inc.


By:
   -----------------------------------------(Seal)
    Marion S. Whitfield, Senior Vice President


                                        SCHEDULE A
                                           TO
                           COMMERCIAL NOTE DATED JULY 1,1997 MADE
                                           BY
                                  DOUGHTIE'S FOODS, INC.


1. Credit line deed of trust dated June 14,1996,  from  Doughtie's  Foods,  Inc.
("Borrower') to David A. Durham and David Singleton,  trustees ("Trustees'),  on
real estate and improvements located in Portsmouth, Virginia.

2.  Guaranty   dated  June  14,1996,   from   Dutterer's  of  Manchester   Corp.
("Dutterer').

3. Credit line deed of trust dated June 14,1996, from Dutterer's to Trustees, on
real estate and improvements located in Manchester, Maryland.

4. Security Agreement from Borrower dated June 14, 1996, on Accounts, Inventory,
Equipment and General Intangibles.

5. Security  Agreement from Dutterer's dated June 14,1996,  on a promissory note
dated September 3,1995, made by Value Added Food Services,  Inc., and payable to
Dutterer's in the original principal amount of $1,038,756.

6. Borrower's  Assignment  dated June 14,1996,  pursuant to Assignment of Claims
Act, of its right to receive  monies due and to become due to Borrower  pursuant
to its contract with the United States of America (Defense Logistics Agency) for
the supply of foods to military facilities in southern Virginia.


DOUGHTIE'S FOODS, INC., a Virginia corporation

By:---------------------------------------

Its:--------------------------------------