LICENSE AGREEMENT
     
     THIS LICENSE AGREEMENT (the "Agreement") is made and entered
into as of ________June 19, 1997, by and between FOOD LION, INC.,
a  corporation organized and existing under the laws of the State
of North Carolina, United States of America, having its principal
offices at Harrison Road, Salisbury, North Carolina ("Food Lion")
and  Kash  n'  Karry, Inc., a corporation organized and  existing
under  the  laws of the State of Delaware, having  its  principal
offices  at  6422 Harney Road, Tampa, Florida ("Kash  n'  Karry")
(hereinafter  referred  to  as "Licensors"),  and  ETABLISSEMENTS
DELHAIZE  FRERES  ET CIE "LE LION" S.A., a corporation  organized
under  the  laws of Belgium, having its principal office  at  rue
Osseghem 53, 1080 Brussels, Belgium (hereinafter referred  to  as
"Licensee").
     
                            RECITALS

     WHEREAS, Licensors are engaged primarily in the operation of
supermarkets in the United States of America;

     WHEREAS,  Licensee, through itself and its subsidiaries,  is
engaged primarily in the operation of supermarkets throughout the
world;
     
     WHEREAS,  Food  Lion,  Inc. is the sole  proprietor  of  the
trademark "Food Lion," registered in the United States of America
under   Registration   Nos.  1,864,491,   1,560,829,   1,555,907,
1,562,117, 1,554,929, 1,552,177, 1,554,968, 1,534,561, 1,534,160,
1,532,732, 1,533,907, 1,557,579, 1,557,558, 1,558,705, 1,427,887,
together  with  the  goodwill associated  therewith  (hereinafter
collectively referred to as the "Trademark");
     
     WHEREAS,  Kash  n'  Karry, Inc. is an indirect  wholly-owned
subsidiary of Food Lion, Inc. and is the company under which  the
Trademark is registered in Thailand;
     
     WHEREAS,  Licensee  desires  to obtain  from  Licensors  and
Licensors  desire to grant to Licensee the right in  Thailand  to
import, manufacture, use and sell goods bearing the Trademark, to
use the Trademark in Thailand in displays, signs, advertising and
promotion   of  goods  bearing  the  Trademark,   and   to   have
manufactured  for it goods bearing the Trademark to  be  used  or
sold in Thailand; and

     WHEREAS,  Licensee further desires to obtain from  Licensors
and  Licensors further desire to grant to Licensee, the right  to
grant  sublicenses to third parties to import,  manufacture,  use
and  sell  goods in Thailand bearing the Trademark,  to  use  the
Trademark in displays, signs, advertising and promotion of  goods
bearing  the  Trademark  and to have manufactured  for  it  goods
bearing  the  Trademark to be used or sold  in  Thailand  and  to
provide services in connection with the Trademark in Thailand.
     
           NOW, THEREFORE, in consideration of and subject to the
premises  and the mutual agreements, terms and conditions  herein
contained,  the benefits to be derived therefrom,  including  the
expansion  of  the  goodwill associated with the  Trademark,  the
mutual cooperation and assistance between the parties, as well as
Licensee's agreement to allow Food Lion to assign to an  indirect
wholly-owned  subsidiary Food Lion's rights  under  that  certain
License Agreement between the parties having an effective date of
January  1, 1983, and other good and valuable consideration,  the
receipt  and  the  sufficiency of which are hereby  acknowledged,
Licensors and Licensee agree as follows:

                            ARTICLE I
                                
                          THE TRADEMARK
                                
     1.1  Registration.  In order to protect the rights of the
Licensors in the Trademark  the parties agree that Kash n' Karry
alone shall have the right to register the Trademark in Thailand.

     1.2  Goods and Services. The goods and services identified
in the application or applications to register the Trademark in
Thailand may include, but are not limited to, those goods and
services recited in United States Trademark Registration Nos.
1,864,491, 1,560,829, 1,555,907, 1,562,117, 1,554,929, 1,552,177,
1,554,968, 1,534,561, 1,534,160, 1,532,732, 1,533,907, 1,557,579,
1,557,558, 1,558,705, 1,427,887 for the Trademark.

                           ARTICLE II
                                
                          LICENSE GRANT
                                
                                
      2.1   Grant.  Licensors grant to Licensee the non-exclusive
right,  license and privilege in Thailand to import, manufacture,
use,  sell, distribute and advertise goods bearing the Trademark,
use  the  Trademark in displays, signs, advertising and promotion
of goods to be used or sold in Thailand, and to have manufactured
for it goods bearing the Trademark to be used or sold in Thailand
and  to  provide  services in connection with  the  Trademark  in
Thailand, subject to the terms of this License Agreement.

      2.2  Sublicenses. Licensor grants to Licensee the right  to
grant  one or more sublicenses to joint venture entities in which
Licensee  has  at least a direct or indirect 20% equity  interest
(hereinafter referred to as "Sublicensees") organized  under  the
laws of Thailand to:

     (a)    import,   manufacture,  use,  sell,  distribute   and
advertise in Thailand goods bearing the Trademark;

     (b)   use the Trademark in displays, signs, advertising  and
promotion of goods to be used or sold in Thailand;

      (c)   have goods manufactured for the Sublicensees  bearing
the Trademark; and

     (d)   provide  services in connection with the Trademark  in
Thailand.

All sublicenses pursuant to this section 2.2 shall be subject  to
the  terms  of  a License Agreement between the Sublicensees  and
Licensee pursuant to which the Sublicensees agree to maintain the
quality  standards set forth in this Agreement  for  goods  used,
sold,  distributed or advertised by the Sublicensees in  Thailand
bearing  the  Trademark and for services provided  in  connection
with the Trademark.

     2.3  Ownership and Goodwill.  It is the intent of Licensors
and Licensee that nothing contained in this License Agreement
shall be deemed in any way to confer on Licensee any proprietary
interest in the Trademark.  Licensee acknowledges and agrees that
Licensors retain full and exclusive ownership of the Trademark
and that neither Licensee nor any of its Sublicensees shall
acquire any rights in the Trademark other than those rights
expressly granted by the Licensors pursuant to and during the
term of this Agreement, and that use of the Trademark by Licensee
and its Sublicensees inures to the benefit of Licensors.
Licensee further acknowledges Licensors' exclusive ownership of,
the validity of, and Licensors' exclusive right to use the
Trademark.  Licensee agrees to cooperate fully with Licensors in
securing, registering,  maintaining and evidencing the Trademark,
and to execute and deliver any and all agreements, instruments
and other documents necessary or appropriate to secure, register,
maintain and evidence such Trademark.  Further, Licensee agrees
not to contest, impugn, dispute or challenge, or to assist in any
challenge during the term of this License Agreement, including
any extension thereof, or at any time thereafter, Licensors'
exclusive ownership of, validity of and Licensors' exclusive
right (subject to Licensees rights hereunder) to use the
Trademark.

     2.4  Similar Trademark.  Licensee agrees that neither during
the  term  of  this  Agreement nor at any time  thereafter  shall
Licensee  ever  use  or register or cause or permit  any  of  its
Sublicensees  to  use or register any trademark or  service  mark
that  is  identical  or  confusingly  similar  to  the  Trademark
(including  its phonetic equivalents) without the  prior  written
consent of Licensors.


                           ARTICLE III
                                
                         QUALITY CONTROL

     3.1   Quality.   Licensee acknowledges  that  Licensors,  by
reason of their maintenance of high standards of quality of goods
and services at supermarkets and retail food outlets operated  by
it, have established over a period of years a reputation which is
of great importance to Licensors.  Accordingly, in the event that
Licensee  shall  not  maintain and operate  its  supermarkets  in
Thailand in accordance with Licensors' standards or maintain  the
quality  of goods bearing the Trademark, Licensors may  terminate
this  License Agreement as hereinafter provided.  Licensee agrees
that  all advertising, publicity, and promotion of goods  bearing
the  Trademark shall be in good taste and comport with  the  high
standards established by Licensors.  Licensee further agrees that
it  will cause to appear whenever proper or necessary and in  the
correct manner and position or place, notices of registration  in
connection with any and all uses of the Trademark.
     
     3.2  Inspection.    Licensee shall permit Licensors or their
authorized representatives to inspect the goods and monitor the
services in conjunction with which the Trademark is used and the
methods of manufacturing the goods upon the premises of Licensee
or of any person, firm, or corporation manufacturing any of the
goods for Licensee, at all reasonable times to ensure that the
required quality of the goods and services is maintained.  In the
event that Licensors shall be of the opinion that the quality of
the goods bearing the Trademark or the services provided in
connection with the Trademark fail to meet the quality standards
set forth in the prior sentence, Licensors shall notify Licensee
in writing (hereinafter referred to as the "notification"), and
the notification shall specify the basis for such opinion in
sufficient detail so as to enable Licensee to determine the
objectionable practice or practices.  Upon receiving the
notification, Licensee shall forthwith make such changes in its
methods of operation and the promotion of its affairs as shall be
necessary to remedy the matters specified in the notification..
If Licensee shall fail to remedy the matters specified in the
notification within thirty 30 days following the date of the
notification, then this License Agreement shall be terminated.
     
     3.3  Sublicensee Quality Control.  Licensee agrees to ensure
that the Sublicensees maintain the quality of the goods bearing
the Trademark and the services provided in connection with the
Trademark.  If any one or more of the Sublicensees' goods or
services fail to meet the quality standards set forth in Sections
3.1 or 3.2, Licensee agrees to send such Sublicensees with the
notification provided for in Section 3.2 so that such
Sublicensees can remedy the failure to meet the quality
standards. Such Sublicensees shall forthwith make such changes in
its methods of operation and the promotion of its affairs as
shall be necessary to remedy the matters specified in the
notification.  If such Sublicensees shall fail to remedy the
matters specified in the notification within thirty 30 days
following the date of the notification, then the Licensee agrees
to terminate such Sublicensees' sublicenses as appropriate.

     3.4  Samples of Goods.   From time to time at Licensors'
reasonable request, Licensee agrees to submit to Licensors
samples of the goods in conjunction with which the Trademark is
used in Thailand by Licensee and the Sublicensees.

     3.5  Advertising, Promotional or Other Materials.  Licensors
may from time to time require that Licensee furnish Licensors
with samples of advertising, promotional or other materials
including the Trademark that are to be used or being used by
Licensee and any of its Sublicensees in connection with the
advertising, promotion and sale of goods bearing the Trademark in
Thailand.  Licensee agrees that it and its Sublicensees will use
the Trademark in a reasonable manner required by Licensors in
order to identify Licensor's rights in the Trademark.  .


                           ARTICLE IV
                                
                      TERM AND TERMINATION

     4.1  Term.     The term of this License Agreement shall be
ten (10) years from the date hereof and shall be automatically
extended for successive additional terms of five (5) years each,
unless terminated pursuant to Section 4.2 hereof.

     4.2  Termination.  This Agreement may be terminated by the
parties hereto:

     (a)  By mutual written consent of Licensors and Licensee;

     (b)   By Licensors or Licensee if any Governmental Authority
shall  have  issued  an  injunction or  other  order  permanently
restraining,  enjoining  or otherwise prohibiting  Licensee  from
performing according to the terms of this Agreement;
     
     (c)   By  Licensors,  in  their sole  discretion,  effective
thirty (30) days after giving written notice to Licensee to  such
effect,  whenever Licensee shall do anything, or permit  anything
to  be  done,  whether  by action or inaction,  contrary  to  any
covenant or agreement required to be performed by Licensee  under
the  terms  of this License Agreement and shall fail within  said
thirty  (30)  days after written notice by Licensors to  Licensee
specifying the same to remedy the same; or

      (d)   By  Licensors, at their sole discretion,  immediately
upon  written  notice  to Licensee, if: Licensee  is  adjudicated
bankrupt  or  insolvent, or enters into a compromise  arrangement
with its creditors, or if a receiver or sequestrator is appointed
to manage the affairs of Licensee.

      4.3   Sublicense  Termination.  All  sublicense  agreements
granted   by  Licensee  pursuant  to  this  Agreement  shall   be
automatically  terminated upon the expiration or  termination  of
this Agreement.
     
     4.4  Cessation of Rights.  Upon expiration or termination of
this  Agreement  for any reason, all rights granted  to  Licensee
hereunder shall cease, and Licensee shall immediately:
     
     (1)   Discontinue  all  use of the Trademark  and  any  term
confusingly similar thereto;
     
     (2)   Cooperate  with Licensors to apply to the  appropriate
authorities  to  cancel  recording of  this  Agreement  from  all
government records;
     
     (3)  Take down all signs displaying the Trademark; and
     
     (4)   Destroy  or return to Licensors all printed  materials
bearing   the  Trademark  and  any  other  materials  containing,
displaying or using the Trademark.
     
     4.5  Cessation of Sublicensee's Rights.  Upon expiration  or
termination  of  any sublicense granted by Licensee  pursuant  to
this  Agreement  for  any  reason,  all  rights  granted  to  the
Sublicensee shall cease twelve (12) months from the date of  such
expiration  or termination, and Licensee shall ensure  that  such
Sublicensee shall by the end of such twelve (12) month period:
     
     (1)   Discontinue  all  use of the Trademark  and  any  term
confusingly similar thereto;
     
     (2)   Cooperate  with Licensee to apply to  the  appropriate
authorities  to  cancel the recording of the relevant  Sublicense
Agreement from all government records;
     
     (3)  Take down all signs displaying the Trademark; and
     
     (4)   Destroy  or  return to Licensee all printed  materials
bearing   the  Trademark  and  any  other  materials  containing,
displaying or using the Trademark.
     
                            ARTICLE V
                                
                         INDEMNIFICATION
                                
     5.1  Licensee's Agreement to Indemnify.  Licensee agrees
that it is wholly responsible for all goods and services offered
or sold by it, and that Licensors shall have no liability for or
in connection with any goods or services offered, sold or
otherwise provided by Licensee in connection with the Trademark.
Subject to the terms of this Agreement, Licensee shall indemnify,
defend and hold harmless Licensors, their subsidiaries and their
respective officers, directors, shareholders, employees and
agents, from and against any and all claims, demands, losses,
assessments, fines, penalties, liabilities, damages, reasonable
expenses of investigations, reasonable fees of experts,
reasonable disbursements and other reasonable costs (including
reasonable attorneys' fees) (collectively referred to herein as
"Damages") asserted against, resulting to, imposed upon or
incurred by any of them, which arise from and to the extent they
are attributable to, the use by Licensee or its Sublicensees of
the Trademark in Thailand, the offer, sale or provision of any
goods or services in connection with the Trademark in Thailand, a
claim of defects in the materials, manufacture, production,
bottling or packaging of any of the goods manufactured, produced,
bottled, packaged, sold or distributed by or for Licensee or its
Sublicensees under the Trademark in Thailand, including without
limitation, claims or actions for negligence, breach of contract,
strict liability and patent, trademark or copyright infringement.
Licensor will give Licensee immediate notice of any such action,
suit or proceeding and afford Licensee the opportunity to defend
the same at Licensee's expense.
     
     5.2   Limitation on Damages. LICENSORS SHALL NOT  BE  LIABLE
FOR  ANY CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR  OTHER
DAMAGE  OR  EXPENSE  ASSOCIATED WITH THE  TRADEMARK  LICENSED  TO
LICENSEE PURSUANT TO THIS AGREEMENT FOR ANY REASON WHATSOEVER.


                           ARTICLE VI

                          INFRINGEMENT

     6.1  Third Party Infringement.     Licensee agrees, promptly
upon learning thereof, to notify Licensor in writing of the name,
address, and to furnish such other pertinent information as may
be available, of any third party who may be infringing or
otherwise violating any of the Licensors' rights in and to the
Trademark, or of any third party who makes a claim that use of
the Trademark infringes upon or otherwise violates any property
or rights of any nature of said third party.  Licensee agrees to
cooperate in all necessary respects as required by Licensors in
any action which Licensors deem advisable or necessary to protect
Licensors' rights in the Trademark or to contest a claim by a
third party that use of the Trademark infringes upon or otherwise
violates any property or rights of any nature of said third
party.  However, Licensors shall be under no obligation to
prosecute infringers of the Trademark.  In any case in which
Licensors determine not to do so, Licensee may do so with the
prior written permission of and on behalf of Licensors but at
Licensee's own expense and subject to whatever conditions
Licensors may impose.

      6.2  Reimbursement.  Licensee shall reimburse Licensors for
any  expenses  incurred by Licensors in defending any  claims  of
third parties concerning the use of the Trademark by Licensee  or
Sublicensees, goods manufactured, assembled or sold  by  Licensee
or   Sublicensees  or  the  services  provided  by  Licensee   or
Sublicensees and for any liability paid by Licensors under  order
of  any court or in good faith, in consultation with Licensee, to
third  parties with respect to goods manufactured,  assembled  or
sold by Licensee or Sublicensees or services provided by Licensee
or Sublicensees. 


                          ARTICLE VII

                GOVERNMENTAL APPROVALS AND LAWS

      7.1   Compliance  With Laws.  The parties  expressly  agree
that, in carrying out the terms of this Agreement, they shall not
take or cause or present any of their respective subsidiaries  to
take  any act inconsistent with the requirements of any  Laws  in
Thailand or of any other applicable jurisdiction as the same  may
be in effect from time to time.

     7.2    Governmental   Approval.   Licensee   and   Licensors
acknowledge  that this Agreement may be required to  be  approved
and  registered  by  the  Trademark  Office  of  Thailand  to  be
effective.   The  parties agree to cooperate fully  in  obtaining
such   approval  and  registration  of  this  Agreement  and   in
demonstrating   to   the  Trademark  Office   of   Thailand   the
satisfaction of any conditions required to maintain the  approval
and   registration  of  this  Agreement.   Neither  Licensee  nor
Licensors  shall  submit  anything to  the  Trademark  Office  of
Thailand  or  any Governmental Authority of any other  applicable
jurisdiction in connection with the approval process without  the
express  consent  of  the  other party.   Any  and  all  expenses
associated with obtaining the approval and registration  of  this
Agreement shall be paid directly by Licensee.


                          ARTICLE VIII
                                
                          MISCELLANEOUS

     8.1   Notices.  All reports, approvals, and notices required
or  permitted  by this Agreement to be given to a party  (each  a
"Notice")  shall  be  given  in writing,  by  personal  delivery,
telecopy  or  overnight courier, to the party  concerned  at  its
address  as set forth below (or at such other address as a  party
may specify by written notice pursuant to this Section 8.1 to the
other parties).

     If to Licensors:    FOOD LION, INC.
                    KASH n' KARRY, INC.
                    Harrison Road
                    Salisbury, North Carolina
                    Fax:  704/637-8803
                    Attn:  R. William McCanless
  with a copy to:   Akin, Gump, Strauss,  Hauer  &  Feld, L.L.P.
                    1333 New Hampshire Avenue, N.W.
                    Washington, D.C.  20036
                    Fax:  202/887-4288
                    Attn:  Bruce S. Mendelsohn
     
 If to Licensee:    Pierre-Oliver Beckers
                    ETABLISSEMENTS DELHAIZE FRERES
                    ET CIE "LE LION" S.A
                    rue Osseghem 53, 1080 Brussels, Belgium
     
     
All  Notices  shall be deemed effective, delivered  and  received
(i)  if  given by personal delivery, when actually delivered  and
signed  for,  (ii)  if given by telecopy, when such  telecopy  is
transmitted  to the telecopy number specified above  and  receipt
thereof is confirmed; or (iii) if given by overnight courier,  on
the  second Business Day immediately following the day  on  which
such  Notice  is  delivered  to  a  reputable  overnight  courier
service.

     8.2  Assignment.  This Agreement may be assigned by
Licensors, however, except as otherwise set forth in this
Agreement, neither this Agreement nor the rights granted
hereunder may be assigned or transferred by Licensee (by
operation of law or otherwise) without the prior written consent
of Licensors and any attempted assignment, delegation or transfer
in Violation hereof, shall be void and of no force and effect.
     

     8.3  Entire Agreement.  This Agreement contains the entire
understanding and agreement between the parties with respect to
the subject matter thereof and supersedes all prior oral and
written understandings and agreements as well as all prior
negotiations, representations, and proposals relating thereto.
Any alteration in the provisions of this Agreement will only be
valid between the parties upon written confirmation by both
parties stating the commencement date for such alteration.

     8.4   Expenses.  All expenses incurred by a party or on  its
behalf  in  connection  with this Agreement  or  related  to  the
preparation,  negotiation,  execution  and  performance  of  this
Agreement, shall be borne by the party incurring such expenses.

     8.5   Waivers;  Amendments.  Any waiver by any  party  of  a
breach of any provision of this Agreement shall not operate as or
be construed to be a waiver of any other breach of such provision
or  of  any breach of any other provision of this Agreement.  The
failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a
waiver  or  deprive that party of the right thereafter to  insist
upon  strict  adherence to that term or any other  term  of  this
Agreement.  Any  waiver must be in writing by the waiving  party.
This  Agreement may only be amended with the written  consent  of
Licensors and Licensee.

     8.6  Reformation and Severability.  Whenever possible, each
provision of this Agreement will be interpreted in such a manner
as to be effective and valid under applicable Law, but if any
provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future Laws effective during the
term hereof, then (i) in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a
part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable, and (ii) the legality,
validity and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby
provided that such invalidity of any clause does not
substantially adversely affect the interest of either party.

     8.7  Governing Law; Venue.  This Agreement shall be governed
by  and  construed in accordance with the internal  laws  of  the
State  of  North  Carolina, regardless of  the  laws  that  might
otherwise govern under applicable principles of conflicts of laws
thereof.   Subject  to Section 8.13, each of the  parties  hereto
irrevocably   and  unconditionally  submits  to   the   exclusive
jurisdiction  of  any  North  Carolina  Federal  court,  and  any
appellate  court  from any thereof, in any action  or  proceeding
arising  out  of  or  relating  to  this  Agreement,  and  hereby
irrevocably and unconditionally agrees that all claims in respect
of  such action or proceeding may be heard and determined in such
North Carolina State court or, to the extent permitted by law, in
such  North  Carolina Federal court.  Each of the parties  hereby
irrevocably and unconditionally waives, to the fullest extent  it
may  effectively do so, any defense of any inconvenient forum  or
improper venue to the maintenance of such action or proceeding in
any  such court and any right of jurisdiction on account  of  the
place  of residence or domicile.  Each of the parties irrevocably
and  unconditionally  consents to the  service  of  any  and  all
process  and  in  any  such action or proceeding  in  such  North
Carolina State or North Carolina Federal court by the sending  of
copies  of  such process to each of the parties in  Section  8.1.
Each  of  the parties agrees that the final judgment in any  such
action  or proceeding shall be conclusive and may be enforced  in
other  jurisdictions  by suit on the judgment  or  in  any  other
manner provided by law.
     
     8.8   Waiver of Immunity.  To the extent that a party hereto
or  any of its property is or becomes entitled at any time to any
immunity  on  the  grounds of sovereignty or otherwise  from  any
legal  action,  suit or proceeding, from set-off or counterclaim,
from  the jurisdiction and/or venue of any competent court,  from
service  of  process,  from attachment prior  to  judgment,  from
attachment  in  aid  of  execution, or from  execution  prior  to
judgment,   enforcement,   or  other   legal   process   in   any
jurisdiction,  such  party, for itself  and  its  property,  does
hereby  irrevocably and unconditionally waive, and agree  not  to
plead   or  claim,  any  such  immunity  with  respect   to   its
obligations, liabilities or any other matter under or arising out
of  or  in  connection with this Agreement or the subject  matter
hereof.   Such agreement shall be irrevocable and not subject  to
withdrawal in any and all jurisdictions.

     8.9   Counterparts.   This  Agreement  may  be  executed  in
counterparts, each of which shall be deemed an original, but  all
of which together shall constitute one and the same instrument.

     8.10  Headings.  The headings in this Agreement  are  solely
for  convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.

      8.11  Language of the Agreement.  This Agreement  is  being
executed in the English language, which will be controlling  over
any  translations into another language.  If any  translation  of
this  Agreement or such materials is required by any court having
jurisdiction  or  by  any other tribunal  or  arbitration  panel,
Licensee  will  pay  the costs and expenses connected  with  such
translation.

      8.12 Income Taxes.  Any tax, duty or impost imposed because
of this Agreement, shall be borne and discharged by Licensee.

     8.13 Arbitration.   All disputes arising in connection with
this Agreement shall be finally settled by arbitration pursuant
to the rules of arbitration of the International Chamber of
Commerce and judgment upon the award rendered may be entered in
any court having jurisdiction or application may be made to such
court for a judicial acceptance of the award and an order of
enforcement, as the case may be.



     IN WITNESS WHEREOF, the parties hereto have executed this
License Agreement as of the date and year first above written.

                              FOOD LION, INC.


                              By:  /s/ R. William McCanless
                                   R. William McCanless
                                   Senior Vice President
          
                              KASH n' KARRY, INC.
          

                              By:  /s/ R. William McCanless
                                   R. William McCanless
                                   Executive Vice President

                              ETABLISSEMENTS DELHAIZE FRERES
                                   ET CIE "LE LION" S.A.


                              By:  /s/ G. de Vaucleroy
                                   G. de Vaucleroy
                                   Chief Executive Officer

                                   /s/ P. O. Beckers
                                   P. O. Beckers
                                   Director
                                   Executive Vice President of the
                                   Excutive Committee
                                   President of the International Management
                                   Committee