EXHIBIT (c)(6)

  Indemnity Deed Of Trust

       This  Indemnity  Deed of Trust is made and entered  into this 12th day of
June,  1996,  by and among  DUTTERER'S  OF  MANCHESTER  CORPORATION,  a Maryland
corporation (herein  "Grantor");  DAVID A. DURHAM (a resident of Virginia Beach,
Virginia) and DAVID SINGLETON (a resident of Virginia Beach,  Virginia)  (either
of whom may act and who are referred to herein as  "Trustee");  and CRESTAR BANK
(herein "Lender").

                                 RECITALS

       The  Lender  has  made  loans  to  Doughtie's  Foods,  Inc.,  a  Virginia
corporation  (herein "Debtor"),  in the aggregate  principal sum of Nine Million
Two Hundred and Fifty Thousand and no/100 Dollars ($9,250,000.00),  as evidenced
by the Note, as defined below.

       The Grantor has guaranteed the "Secured  Indebtedness" (as defined below)
and has agreed to secure the Secured  Indebtedness of the Debtor,  including the
Note, by conveying,  in trust, the hereinafter described property of the Grantor
to the Trustee;  provided,  however, that the total outstanding principal amount
of the Secured Indebtedness secured hereby shall not exceed $1,200,000.00.

       THE OBLIGATIONS OF THE GRANTOR  HEREUNDER  REPRESENT A FUTURE  CONTINGENT
LIABILITY AND NOT A PRESENT LIABILITY.

       For and in consideration of the indebtedness herein recited and the trust
herein created, Grantor hereby grants, bargains,  mortgages,  assigns, sells and
conveys unto Trustee,  in trust with power of sale and with general  warranty of
title,  all of  Grantor's  present and future right title and interest in and to
certain  real estate  located in the State of  Maryland,  and more  particularly
described on Exhibit A, together with all easements and  appurtenances  thereto,
all of the rights of Grantor in and to the streets,  alleys,  and  rights-of-way
appurtenant to and adjoining or adjacent to the land hereinabove described;  and
together  with any and all right,  title and  interest  of Grantor in and to the
improvements  which shall include any and all buildings and structures now or at
any time  hereafter  erected,  constructed  or situated upon the premises or any
part thereof,  together with all fixtures,  machinery,  apparatus,  fittings and
equipment  now or  hereafter  located in or upon the  premises  and now owned or
which may hereafter be owned by Grantor, in and upon said land and premises,  or
which may hereafter be placed thereon, including but


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not limited to, any equity which may be acquired by Grantor in such  property as
a result  of the  making of  instalment  payments  on  account  of the  purchase
thereof, including but not limited to elevators,  escalators,  boilers, engines,
heating,   ventilating  and  air   conditioning   systems,   sprinkler  or  fire
extinguishing systems,  plumbing,  partitions,  wiring, storm doors and windows,
wire  screens,  awnings,   carpeting,   drapes,  window  shades,   switchboards,
communications apparatus, floor tiling, linoleum, attached cabinets, wall panels
and  decorations  attached to walls and ceilings,  gas and electrical  fixtures,
chattels, attached appliances, and material used and to be used in the buildings
and structures. Reference in this Deed of Trust to "Property" shall be deemed to
include,  in addition  to the  described  land,  improvements  now or  hereafter
located thereon and rights appurtenant thereto, all the equipment,  furnishings,
fixtures,  goods and chattels,  above-mentioned  and conveyed,  all of which are
deemed  part and parcel of the real  estate and  appropriated  to the use of the
real estate and,  whether  affixed or not shall for the purposes of this Deed of
Trust be deemed  conclusively  to be real estate and conveyed  hereby,  together
with the proceeds of all the foregoing.

       TO HAVE  AND TO HOLD  the  Property  to the  Trustee,  and the  Trustee's
successors and assigns in fee simple forever.

       In Trust (a) to secure the prompt  payment  of Secured  Indebtedness  (as
hereinafter  defined),  payable to  Lender,  and (b) to secure  performance  and
observance  of the terms  and  conditions  of this  Deed of Trust,  any Note (as
hereinafter  defined)  or any  Agreement  (as  hereinafter  defined);  provided,
however,  that if all of the Secured  Indebtedness  is paid and all of the terms
and conditions  under this Deed of Trust, the Note, any Agreement are performed,
completed and satisfied, then all interests of the Trustee in the Property shall
cease and be void and the Trustee shall release and reconvey the Property to the
Grantor  and  terminate  this Deed of Trust at the sole cost and  expense of the
Grantor.

       Lender has extended  credit,  or may in the future  extend  credit to the
Debtor.  The  term  "Secured   Indebtedness"  as  used  herein  shall  mean  all
indebtedness of Debtor to Lender,  whether now existing or hereinafter  arising,
direct or indirect, fixed or contingent, due or to become due, joint or several,
for  whatever  purpose  whether  or  not  related  to  the  Note  or  Agreement,
irrespective  of how such  indebtedness is evidenced,  whether by notes,  bonds,
letters of credit, advances, overdrafts,  accounting entries or otherwise, or by
the endorsement or guaranty by Debtor of the  obligations of another;  provided,
however, that the aggregate outstanding amount of the Secured Indebtedness shall
not at any one time exceed the total outstanding  principal amount stated above,
plus  interest  thereon (at the rate or rates set forth in the Note or Agreement
or other  evidences  of such  indebtedness),  fees due with  respect to any such
indebtedness,  and, to the extent  permitted  by  applicable  law,  all costs of
collection with respect thereto, including without limitation,


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any costs and  expenses  incurred  by Trustee or Lender in  connection  with the
enforcement  of this  Deed of Trust or as  otherwise  provided  herein.  Secured
Indebtedness  shall include,  but not limited to, the principal of,  interest on
and all other  amounts  due under or in  connection  with a note from  Debtor to
Lender dated June 14, 1996, in the amount of $1,750,000,  and a note from Debtor
to Lender dated June 14, 1996, in the amount of $7,500,000.

       As used herein the term "Note" shall mean each note from Debtor to Lender
and  specifically  referred to above and any and all other notes or  obligations
executed and  delivered by Debtor to Lender,  whether  joint or several or joint
and  several  to repay the  Secured  Indebtedness  or any part  thereof  and any
renewals,  amendments,  extensions,  modifications or replacements  thereof. The
term  "Agreement"  used herein shall mean any and each agreement  between Debtor
and Lender  specifically  referred to above and any and all other  agreements of
whatever  nature  executed and delivered by Debtor to Lender in connection  with
any Note or the Secured Indebtedness or any part thereof.

       It is  understood  and  agreed  that  the  Secured  Indebtedness  will be
advanced  from time to time by Lender in accordance  with the  provisions of any
Note or any  Agreement,  each of which is  incorporated  herein  and made a part
hereof by reference to the same extent as if fully set forth  herein,  and it is
further  understood and agreed that,  from time to time repayments on account of
the Secured  Indebtedness  may be made and Lender may thereafter make additional
advances  including  re-advances of sums previously  repaid,  as provided in any
Note or any  Agreement,  it being  understood  and  agreed  that  each and every
advance  made at the  present  or  hereafter  to  Debtor  on behalf of Debtor or
Grantor  shall  be  deemed  to be an  advance  made on  account  of the  Secured
Indebtedness  and secured hereby unless otherwise  specifically  provided in the
Note, Agreement or other documents evidencing such advance.

       Grantor represents, warrants, covenants and agrees as follows:

         A. Payment and Performance. Grantor shall perform its obligations under
and  comply  with the  provisions  of this  Deed of  Trust  and any Note and any
Agreement to which it is a party.

         B. Warranty of Title; Payment of Taxes and Assessments;  Prior Deeds of
Trust or  Mortgages.  Grantor is lawfully  seized of the  Property in fee simple
absolute or the leasehold estate if this Deed of Trust is on a leasehold and has
the right to convey the same.  The Trustee  hereunder  shall  quietly  enjoy the
property.  At the  time of  recordation,  this  Deed of  Trust  shall be a first
priority lien and encumbrance on the Property. Grantor will execute such further
assurances  as Trustee or Lender  deems  necessary or desirable in order to more
fully vest title in  Trustee.  So long as any part of the  Secured  Indebtedness
shall be unpaid, Grantor will protect the title and possession of the


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Property  and will pay when the same  become due all taxes and  assessments  now
existing or  hereafter  levied or  assessed  upon the  Property or the  interest
therein created by this Deed of Trust, or which by the laws of the  jurisdiction
where the Property is located may be levied or assessed  against  Trustee or its
successors,  or Lender, for or on account of the Secured  Indebtedness upon this
Deed of Trust or the interest in the Property thereby created, together with all
sums now or hereafter  owing on any senior deeds of trust or mortgages.  Grantor
will provide  Lender with evidence of any such payments  which from time to time
may be required by Lender.  Grantor will, at its expense, take such other action
and execute such other  instruments as may be necessary or desirable in the sole
discretion  of Lender to preserve and protect the lien and priority of this Deed
of Trust and all other  instruments  evidencing or securing  payment of the sums
secured hereby.

         C.   Preservation   and   Maintenance   of   Property;    Environmental
Requirements.  No building or other improvement shall be substantially  altered,
removed a demolished,  except for changes which enhance its value, nor shall any
fixtures or attached  appliances on, in or about said buildings or  improvements
be severed,  removed,  sold or mortgaged  without the prior  written  consent of
Lender (provided,  however,  that minor non-structural  changes costing not more
than $10,000 may be undertaken  without such consent,  and that  replacement  of
such  appliances or fixtures of equivalent  value and function may be undertaken
without such consent).  Grantor will not commit or suffer any waste,  nor permit
or suffer any impairment or deterioration of the Property,  or any part thereof.
Grantor  will at all times keep and maintain the Property and every part thereof
in good  condition,  fit and proper for the  respective  purposes for which they
were  originally  erected or  installed.  Grantor  will  comply in all  material
respects  with all statutes,  orders,  requirements  or degrees  relating to the
Property,  whether under federal, state, county or municipal authority, and will
observe and comply in all material respects with all conditions and requirements
necessary  to  preserve  and  extend  any  and  all  rights,  licenses,  permits
(including,  but not  limited  to,  zoning  variances,  special  exceptions  and
nonconforming uses), privileges, franchises and concessions which are applicable
to the  Property or which have been granted to or  contracted  for by Grantor in
connection with any existing or presently contemplated use of Property.  Grantor
will permit  Lender or its agents to enter upon and inspect the  Property at all
reasonable  times.  Grantor  represents and warrants that the Property never has
been,  and never will be so long as this Deed of Trust  remains in effect,  used
for the  generation,  collection,  manufacture,  storage,  treatment,  disposal,
release or  threatened  release of any hazardous  substance,  as those terms are
defined in the Comprehensive Environmental Response,  Compensation and Liability
Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.  ("CERCLA"),  Superfund
Amendments  and  Reauthorization   Act  ("SARA"),   applicable  state  laws,  or
regulations  adopted pursuant to any of the foregoing.  Grantor agrees to comply
with any federal, state or local law,


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statute,  ordinance or regulation,  court or  administrative  order or decree or
private  agreement   regarding  materials  which  require  special  handling  in
collection,  storage,  treatment  or  disposal  because  of their  impact on the
environment ("Environmental Requirements"). Grantor agrees to indemnify and hold
Lender  harmless  against any and all claims and losses and  expenses  resulting
from a breach of this paragraph and Grantor will pay or reimburse Lender for all
costs and expenses for expert opinions,  inspections or investigations  required
or requested by Lender  which,  in Lender's  sole  discretion,  are necessary to
ensure  compliance  with this  paragraph.  This  obligation  to indemnify  shall
survive the payment of the Secured  Indebtedness and the release of this Deed of
Trust.

         D.  Insurance.  Grantor  will keep the  Property  and the  improvements
thereon insured against loss by fire, casualty and other hazard (including flood
damage,  if the  improvements are located in a special flood hazard area) as may
from time to time be required by Lender for the benefit of Lender.  If permitted
by applicable  law,  Grantor will  maintain such public  liability and indemnity
insurance  as may  from  time to time  be  required  by  Lender.  To the  extent
permitted  by  applicable  law,  all such  insurance  shall be written in forms,
amounts and by companies  satisfactory to Lender and losses  thereunder shall be
payable to Lender  pursuant to a standard  noncontributing  mortgagee's  clause.
Certificates  or other  proof of  insurance  shall be  delivered  to Lender  and
Grantor  shall  provide  Lender with such evidence of payment of premiums due on
account of such  insurance  as from time to time may be required by Lender.  All
such policies  shall provide for at least thirty (30) days' prior written notice
to  Lender  of any  cancellation  or  modification  thereof,  including  without
limitation,  cancellation  for nonpayment of premium.  Grantor shall give Lender
prompt  notice of any loss covered by such  insurance  and Lender shall have the
right to join Grantor in adjusting any loss.  Grantor hereby authorizes  Lender,
at Lender's  option to collect,  adjust and compromise any losses under any such
insurance  policies  herein  referred to. Any funds  received as payment for any
loss under any such insurance shall be paid over to Lender and shall be applied,
after deducting the costs of collection,  at the option of Lender, either to the
prepayment of the Secured  Indebtedness or to the  reimbursement  of Grantor for
expenses  actually  incurred by Grantor in the  restoration  or  replacement  of
Property, or any part thereof. In the event of foreclosure of this Deed of Trust
or other transfer of title to the Property conveyed hereby,  all right title and
interest of Grantor,  in and to any insurance policies then in force, shall pass
to the purchaser or grantee, which may be, but shall not be limited to, Lender.

         E.  Lender's  Right to  Remedy  Defaults.  In the event  Grantor  shall
neglect or refuse (a) to keep the Property in good repair and condition;  (b) to
pay promptly when due all taxes and assessments as aforesaid;  (c) to remove any
statutory  liens on the Property;  (d) to keep the buildings,  improvements  and
chattels insured as aforesaid; (e) to deliver certificates or other proof of the
policies or policy of


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insurance or the renewals thereof to Lender as aforesaid;  (f) or if all amounts
owed under any Note, Agreement or other obligation secured by this Deed of Trust
or any other deed of trust or other lien on the Property  are not paid  promptly
when due or all  obligations,  covenants,  conditions and agreements  under such
deed of trust or other lien are not  observed,  then  Lender may, if it shall so
elect in addition to any other rights it may have under this Deed of Trust, take
possession of the Property,  make such repairs,  pay such taxes and  assessments
with the accrued penalties and/or interest,  pay any necessary expenses,  redeem
the  Property  which may have been sold or  forfeited  for taxes or  assessments
thereon,  purchase  any  tax  title  thereon,  remove  any  statutory  liens  or
encumbrances and prosecute or defend any suit in relation thereto, or insure and
keep insured said buildings,  improvements and chattels as provided  herein,  or
make any payments as may be necessary to cure any default.  Any sums  including,
without limitation, costs, expenses and attorneys' fees which may be expended by
Lender or Trustee in so doing or otherwise for the protection or preservation of
the  Property  hereby  or the lien of this  Deed of Trust  thereon,  shall  bear
interest from the dates of such  payments at the highest rate of interest  being
paid on any Secured  Indebtedness (but in no event higher than the rate or rates
permitted under  applicable law) shall be paid by Grantor to Lender upon demand,
shall become a part of the Secured Indebtedness and shall be recoverable as such
in all respects.  Any such liens, claims,  taxes,  expenses,  assessments or tax
titles so purchased,  paid or redeemed by Lender  shall,  as between the parties
hereto and their  successors  in interest be deemed  valid,  so that in no event
shall the necessity or validity of any such payment be disputed.

         F.  Default,   Acceleration  of  Payments;  Trustee's  Sale  or  Lease;
Advertisement  Required.  The  occurrence of an "Event of Default" as defined in
the Amended and  Restated  Credit  Agreement of even date  herewith  between the
Debtor and the Lender shall  constitute  an event of default  under this Deed of
Trust. Upon the occurrence of any event of default  regardless of whether Lender
shall have cured such event of default on behalf of Grantor in  accordance  with
the terms of this Deed of Trust,  Lender may elect without notice,  to cause all
the Secured Indebtedness to be at once due and payable in full, and the Trustee,
or its successor in trust, as soon as reasonably  practicable after requested to
do so by Lender (i) may make any repairs or  replacements to the Property deemed
necessary  by  Trustee  or  Lender,   and/or  elect  to  institute   foreclosure
proceedings, and the Grantor hereby expressly assents to the passage of a decree
for the sale of the Property, and any such sale of the Property,  whether by way
of the  assent  to  decree  or power  of sale,  and  whether  (in the  Trustee's
discretion)  of the  whole  or any  part  of the  Property,  shall  be  made  in
accordance  with  the  provisions  of  Section  7-105,  Real  Property  Article,
Annotated  Code of Maryland,  as amended,  and Rules W70 and W77 of the Maryland
Rules of Procedure, as amended, or other applicable general or local laws of the
State of Maryland or judicial rules of procedure  relating to the foreclosure of
deeds of trust, with


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the terms of the sale being cash upon  settlement  of the sale or such other and
additional terms as the Trustee deems necessary, proper or convenient, except as
specifically  limited by  applicable  law or court  rule;  or (ii) may lease the
Property either pending sale or until the amount of the Secured  Indebtedness is
paid and deduct from rents received all costs of collection, repair, replacement
and administration and apply the net proceeds to the Secured  Indebtedness.  The
Trustee is hereby empowered to bring in its name, or in the name of the Grantor,
any suit or action it deems  advisable for the  enforcement of the provisions of
this clause, but the Trustee and the Lender shall be in no way personally liable
under any of the  provisions  of such lease or of this clause,  and shall not be
personally liable to any person by virtue of their possession of the Property or
by virtue of their acting  under any  provisions  of this clause,  except to the
extent of accounting for rents actually received by them.

         The proceeds of any sale of the Property by Trustee shall be applied by
Trustee:  First, to pay all proper costs and charges,  including but not limited
to court costs, advertising expenses,  auctioneers' allowances, the expenses, if
any,  required to correct any  irregularity in the title,  premium for Trustee's
bond, auditors' fees, attorneys' fees, cost of repairs or replacements,  and all
other  expenses of sale  incurred in and about the  protection  and execution of
this Deed of Trust and all moneys  advanced for taxes,  assessments,  insurance,
and with  interest  thereon at the highest  rate of  interest  being paid on any
Secured  Indebtedness  (but in no event higher than the rate or rates  permitted
under  applicable  law),  and all taxes and  assessments  due upon said land and
premises at time of sale, and to retain as  compensation a trustee's  commission
of five  percent  (5%) on the  amount  of said  sale or  sales  unless  a larger
percentage  or amount is agreed upon in writing by Lender,  but in no event more
than the  commission  allowed to the for making sales of property by virtue of a
decree of a court of equity in the State of Maryland,  and  attorneys'  fees and
expenses  of any  litigation  which may arise on  account of the  execution  and
enforcement of this Deed of Trust or any Note or Agreement;  Second,  to pay and
satisfy all Secured Indebtedness,  interest and all other charges hereby secured
then remaining unpaid, and interest thereon to date of payment, whether the same
shall be due or not, it being  understood and agreed by Grantor that the amounts
due under any Note or  Agreement  shall,  upon such sale being  made  before the
maturity thereof,  be and become  immediately due and payable at the election of
Lender,  and Third,  to pay the remainder of said proceeds,  if any, to Grantor,
its heirs, personal  representatives,  successors or assigns or any other person
lawfully entitled thereto upon the delivery and surrender to the purchaser, his,
her or their heirs and assigns, of possession of the Property and premises, less
costs and expenses of obtaining possession.  If after so applying such proceeds,
any portion of the Secured Indebtedness shall remain unpaid, such balances shall
continue to be due and payable,  and shall be subject to collection by Lender by
suit or otherwise. In the


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event the Secured  Indebtedness  shall be paid after the filing of a foreclosure
proceeding  with the  appropriate  court,  but before sale of the Property,  the
Grantor  shall also be required to pay all of the expenses of any  advertisement
or notice, all court costs, and all other expenses incident to or resulting from
the  foreclosure  proceedings  under this Deed of Trust and a commission  on the
total amount of the Secured  Indebtedness  owed at such time, both principal and
interest, remaining unpaid, equal to one-half (1/2) of the percentage allowed as
commission  to  trustees  making a sale  under a decree  of a court of equity in
Maryland and a counsel fee of Five Thousand  Dollars  ($5,000.00),  but if legal
services  are  rendered  to the  Trustee  or the Lender in  connection  with any
contested  matter  with  respect to the  foreclosure  proceeding,  the status or
priority of the lien and security  interest of this Deed of Trust or  otherwise,
then such  reasonable and necessary  counsel fees and expenses as the Trustee or
the Lender may have incurred,  even if greater than the  aforementioned  amount;
provided, however, that the sale may be proceeded with unless, prior to the date
on which the sale is  scheduled,  payment is made by the  Grantor of the Secured
Indebtedness then due (including payment of all costs, expenses, commissions and
fees, as provided herein).

         Upon any sale made  under or by  virtue of this Deed of Trust,  whether
made under the power of sale  herein  granted or under or by virtue of  judicial
proceedings or a judgment or decree of foreclosure  and sale, the Lender may bid
for and acquire the  Property  or any part  thereof  and, in lieu of paying cash
therefor may make  settlement  for the purchase  price by crediting  the Secured
Indebtedness  against the net sales price after deducting therefrom the expenses
and  costs of the sale and any other  sums  which the  Lender is  authorized  to
deduct under this Deed of Trust.
      
         In the event of a sale of the  Property  under either the power of sale
or assent to decree,  such sale may be made, at the option of the Lender subject
to one or more of the tenancies entered into subsequent to the recording of this
Deed of Trust,  in accordance with the provisions of Section  7-105(f)(2),  Real
Property Article, Annotated Code of Maryland, as amended.

         The Trustee in any foreclosure proceedings under the provisions of this
Deed of Trust shall be entitled, without regard to the adequacy or inadequacy of
any security for the Secured  Indebtedness,  to the appointment of a receiver to
collect  the rents and  account  therefor  as the court may  direct  and to take
possession of the Property and operate the same.

         In addition,  in the event of default hereunder,  Lender shall have all
rights and remedies permitted by law and by any document evidencing,  governing,
or securing the obligations secured hereby.

 


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         G. Substitute  Trustee.  Lender has the irrevocable  right and power to
substitute  without  cause or notice a trustee or  trustees  in the place of any
Trustee  named  under  this Deed of Trust by filing  for  record  among the land
records where this Deed of Trust is recorded a deed of appointment, and upon the
filing of a deed of appointment all of the title and estate, powers, rights, and
duties of the Trustee or the Trustees thus superseded  shall terminate and shall
be vested in the successor  trustee or trustees.  Such power of appointment  and
substitution may be exercised at any time hereafter and as many times as Lender,
its successors or assigns,  may desire. The Grantor, the Lender and the Trustee,
their substitutes and successors, expressly waive notice of the exercise of this
power, the giving of bond by any Trustee, and any requirement for application to
any court for removal,  substitution or appointment of a Trustee  hereunder.  In
addition, the act of any one (1) Trustee,  whether such Trustee is a sole acting
Trustee  or  whether  there  is more  than  one (1)  acting  Trustee,  shall  be
sufficient  and  effective  for all purposes set forth herein and any person may
rely upon any document or  instrument  executed and delivered by one (1) Trustee
to the same  extent as  though  the  document  had been  executed  by all of the
Trustees.  Nothing herein  contained  shall deprive Lender of its right to apply
for and receive any relief  regarding  the  Trustee  hereunder  which is now, or
which may  hereafter be,  provided for by the internal laws of the  jurisdiction
where the Property is located or applicable federal law.

         H. Condemnation.  Grantor hereby irrevocably grants, assigns, transfers
and sets over unto Lender all right, title and interest of Grantor in and to any
award or  payment  made  (not to exceed  the  outstanding  Secured  Indebtedness
including, without limitation, accrued interest, and costs, expenses, reasonable
attorneys'  fees,  and  disbursements  incurred  by  Lender in  connection  with
collection  of such  award and  payment)  in  respect  of (a) any  taking of the
Property or any part thereof as a result of, or by agreement in  anticipation or
in lieu of, any exercise of the power of eminent domain or condemnation; and (b)
any such taking of any appurtenances to the Property;  and (c) any damage to the
Property  or any part  thereof due to  governmental  action  affecting,  but not
resulting in a taking of, the Property,  including, by way of example and not by
way of limitation,  the changing of the grade of a street  adjacent or proximate
to the Property. Grantor agrees to promptly notify Lender of the commencement of
any  condemnation or eminent domain  proceeding.  Grantor  further agrees,  upon
request,  to make,  execute and delivery any  assignments  or other  instruments
necessary for the purpose of assigning or transferring  any such award or awards
to Lender free and clear of any  encumbrances  whatsoever.  The excess amount of
such  award  over  and  above  sums  due  Lender  on  account  of  the   Secured
Indebtedness,  interest  and  other  charges,  shall  be  paid to  Grantor,  its
successors and assigns.




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         I.  Restrictions  on  Transfer of  Property;  No  Secondary  Financing;
Mechanics' Liens.
NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS THEREOF
BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY.

       (1) If all or any part of the Property is sold, transferred,  conveyed or
encumbered  without Lender's prior written  consent,  Lender may, at its option,
require  immediate payment in full of all sums secured by this Deed of Trust and
exercise  all  remedies  provided in this Deed of Trust in the event of default.
However,  this option shall not be exercised by Lender if exercise is prohibited
by  federal  law as of the  date of this  Deed of  Trust.  Lender  reserves  the
absolute  option and right,  if permitted by applicable law, among other things,
to:  require the agreement by Grantor and Grantor's  transferee to any terms and
conditions that Lender may require upon transfer,  increase the rate of interest
upon transfer, and charge an assumption fee.

         (2) To the  extent  permitted  by  applicable  law,  Grantor  shall not
voluntarily  or otherwise  permit to be created or filed  against the  Property,
without the prior written consent of Lender in each instance,  any other deed of
trust or  mortgage  or other lien or liens  inferior  or superior to the lien of
this Deed of Trust.

         (3) Grantor will keep and  maintain  the  Property  free from all liens
arising by virtue of all persons supplying labor or materials  performed thereon
or  incorporated  therein,  notwithstanding  by whom such labor or materials may
have been contracted, and if any liens in respect to any such labor or materials
are filed  against  the  Property,  Grantor  shall cause the same to be released
completely  of record  either by  payment  and  discharge  or by the  posting of
substitute collateral therefore in accordance with applicable laws within twenty
(20) days of the filing thereof, and Grantor will make all payments on all liens
permitted herein (if any), when due.

         J.  Assignment  of Rents.  Grantor  hereby  assigns  unto Lender or its
successors, the rents, issues and profits accrued and to accrue from all tenants
of the  Property or any part thereof  during the term of this Deed of Trust,  or
any extensions thereof, it being understood that as long as there is no event of
default  hereunder  Grantor shall have the privilege of collecting and receiving
all  rents,  issue,  and  profits  (but no more than one (1)  month in  advance)
accruing  under  leases or  contracts  of tenancy  for the  Property or any part
thereof.  Upon the  occurrence  of an event of default,  Lender may  immediately
collect  such  rents,  issues and profits as they become due and apply the same,
less the costs and expenses of collection thereof,  toward the payment of any of
the Secured  Indebtedness.  Grantor will not execute any assignment of the rents
issues and profits from the Property or any part thereof unless such  assignment
shall  provide that it is  subordinate  to the  assignment of rents set forth in
this Deed of Trust  and any other  assignments  executed  pursuant  hereto or in
conjunction herewith.



<PAGE>


         K. Notice of Adverse Claim of Lien. If Grantor shall receive any notice
or other instrument which might materially  adversely affect the Property or the
lien of this Deed of Trust thereon,  Grantor will furnish, within three (3) days
following  such  receipt,  by  certified  mail,  a copy of such  notice or other
instrument to Lender.  The notices referred to herein shall include,  but not be
limited  to,  notices  from any  tenant or lessee  claiming a default by Grantor
under any lease or  occupancy  agreement;  any  notice by any  public  authority
concerning  any  tax or  special  assessment;  and  any  notice  of any  alleged
violation of any building, zoning, fire or other law or regulation affecting the
Property.

         L. Remedies Cumulative; Forbearance by Lender/Trustee Not a Waiver. All
remedies  available  to Lender or the Trustee with respect to this Deed of Trust
or  under  any  instrument  evidencing,   governing,  or  securing  the  Secured
Indebtedness,  including,  but not limited to, any other deeds  conveying  other
property in trust to secure payment of the  obligations  secured  hereunder,  or
provided by law or in equity or by any statute,  otherwise,  shall be cumulative
and may be pursued concurrently or successively. Grantor, for itself and all who
claim under it, waives to the extent that it lawfully may, all right to have the
Property marshalled upon any sale or foreclosure hereunder. No delay or omission
of Trustee or Lender to exercise  any right,  power or remedy  shall  impair any
such  right,  power or  remedy,,  or shall be  construed  to be a waiver  of any
default or any acquiescence  therein. No delay or omission on the part of Lender
to exercise any option granted for  acceleration  of the maturity of the Secured
Indebtedness  or for  foreclosure  following  any  default  or any other  option
granted to Lender  hereunder in any one or more  instances,  or tender to and/or
acceptance by Lender of any partial  payment on account of Grantor's or Debtor's
obligations  shall constitute a waiver of any such default or operate to rescind
any such  acceleration  and each such option shall remain  continuously  in full
force and effect.

         M. Covenants Running with the Land. All covenants hereof shall run with
and be binding on the land and  improvements  conveyed hereby until this Deed of
Trust shall be released of record.

         N. Hold Harmless.  Grantor shall save Lender and Trustee  harmless from
all costs and expenses,  including reasonable attorneys' fees and costs incurred
by reason of any action, suit, proceeding, hearing, motion or application before
any court or administrative body in and to which Lender and/or Trustee may be or
become  party by reason of this Deed of Trust,  including  but not  limited  to,
condemnation, bankruptcy, probate and administration proceedings, as well as any
of the  foregoing  wherein  proof of claim is by law  required to be filed or in
which it becomes  necessary  to defend or uphold the terms or  priority  of this
Deed of Trust,  and all money  paid or  expended  by Lender or  Trustee  in that
regard,  shall be immediately  and without notice due and payable by Grantor and
shall become a part of the Secured Indebtedness and shall bear interest from the
date of payment at the  highest  rate of interest  being  charged on any Secured
Indebtedness  but in no  event  higher  than  the  rate or  rates  permitted  by
applicable law.


<PAGE>



         O. Trustee's Authority. Trustee or any person acting in its stead shall
have, at its discretion,  authority to employ all proper agents and attorneys in
the  execution of this Deed of Trust and pay for such  services  rendered out of
the  proceeds  of the  sale  of the  Property  conveyed  hereby,  should  any be
realized;  and if no sale be made, then Grantor hereby  undertakes and agrees to
pay to Trustee  the cost of such  services  rendered.  If from time to time more
than one Trustee or Substitute Trustee shall have been appointed hereunder, then
any one  Trustee or  Substitute  Trustee  may act for all such  Trustees  and/or
Substitute Trustee(s).

         P. Governing  Law. This Deed of Trust,  without regard for the place of
contact, advance of funds or payment, shall be governed,  construed and enforced
according to the laws of the jurisdiction in which the Property is located.

         Q.  Severability  of  Provisions.  In the  event any one or more of the
provisions hereof or of any Note or Agreement shall for any reason be held to be
invalid, illegal, or unenforceable, in whole or in part or in any respect, or in
the event any one or more of the  provisions  hereof or of any Note or Agreement
operate or would  prospectively  operate to invalidate this Deed of Trust,  then
and in any  of  those  events,  at the  option  of  Lender,  such  provision  or
provisions shall be severable and shall not affect any other provision hereof or
of such Note or  Agreement  or the  validity  of  Grantor's  or  Debtor's  other
obligations  and the  remaining  provisions  hereof or of the Note or  Agreement
shall  remain  operative  and in full  force and  effect  and shall in no way be
affected, prejudiced, or disturbed thereby.

         R.  Waiver of Notice of Future  Advances  and  Consent  to  Extensions,
Modifications  and  Release.  If  Grantor  (or any  one or  more of the  parties
constituting  Grantor)  is not the Debtor,  then  Grantor  expressly  (a) waives
notice of any and all loans  and/or  advances  made from time to time during the
continuance of this Deed of Trust by the Lender to Debtor (or any one or more of
the parties constituting  Debtor); (b) agrees that modifications of the terms of
any Note or Agreement, including without limitation, modifications extending the
term for  payment or  adjusting  the  interest  rate  applicable  to any Secured
Indebtedness,  may be made from time to time between  Lender and Debtor  without
notice to or consent of Grantor (c) agrees  that  Lender,  without  notice to or
further consent of Grantor, may grant extension of time and other indulgences to
and renew any of the  obligations  of Debtor  without  regard to the  number and
length of such extensions, renewals or other indulgences. Grantor further agrees
that Lender  without  notice to or further  consent of  Grantor,  may release or
discharge  any  persons  who are or may be liable for the payment of any Note or
Agreement or release or discharge any collateral for payment


<PAGE>



of the Secured  Indebtedness  and that any such release or  discharge  shall not
alter, modify,  release or limit the liability of Grantor (or any one or more of
the parties constituting  Grantor) or the validity or the enforceability of this
Deed of Trust,  and (d) agrees that Lender may  exercise  its rights  under this
Deed of Trust prior to taking any action against the Debtor.

         S. Time is of the  Essence.  Time shall be of the  essence for each and
every  provision of any Note,  any  Agreement,  this Deed of Trust and all other
documents,  agreements  and  contracts  evidencing,  securing,  or governing the
obligations secured hereby.

         T. References; Applicability. All references in the foregoing covenants
to Lender shall apply equally to any  subsequent  holder or assignee of any Note
or any Agreement.

         U. Titles. The paragraph titles contained in this Deed of Trust are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Deed of Trust.

         V. Designations.  In any designation  hereunder,  the use of one gender
shall include any other gender wherever same may be appropriate,  and the plural
shall be substituted for the singular or the singular substituted for the plural
in any place herein in which the context may require such substitution.

         W. Riders to this Deed of Trust.  If a rider is executed by Grantor and
recorded  together with this Deed of Trust, the covenants and agreements of such
rider shall be  incorporated  into and shall amend and  supplement the covenants
and  agreements  of this Deed of Trust as if the rider is a part of this Deed of
Trust. [] If checked, a Condominium Rider is attached to this Deed of Trust.

         IN WITNESS  WHEREOF,  Grantor on the year and day first written  above,
has caused this Deed of Trust to be signed, sealed and delivered.

                               DUTTERER'S OF MANCHESTER CORPORATION

                               By: Mary Beth Balog
                                   -------------------
                                   (Signature)
                                   Secretary/Treasurer


         State of  Maryland,  To Wit:  City/County  of  Baltimore,  I,  Susan M.
Ruppert,  a Notary  Public  in and for the  aforesaid  jurisdiction,  do  hereby
certify  that  Mary  Beth  Balog,  who is  personally  well  known  to me as the
Secty/Treasurer of Dutterer's of Manchester Corporation, a Maryland corporation,
named in the foregoing Deed of Trust


<PAGE>



bearing date as of the 12 day of June,  1996, and hereunto  annexed,  personally
appeared before me in said jurisdiction, and as Secty/Treasurer of Dutterer's of
Manchester Corporation, a Maryland corporation,  as aforesaid,  acknowledged the
same to be the act and deed of said corporation.

Given under my hand and seal this 12 day of June, 1996.


My Commission Expires: August 1, 1998              Susan M. Ruppert
                                                   ------------------
                                                   (Signature)
                                                   Notary Public

(Notary Seal)






<PAGE>




                              EXHIBIT A



All that certain land situate in Town of Manchester, County of Carroll, State of
Maryland, and more particularly described as follows:

PARCEL 1  (ORIGINALLY  DESCRIBED IN DEED RECORDED IN LIBER 522, AT FOLIO 568, AS
THE FOURTH PARCEL.):

TRACT ONE (1):

All that lot or parcel of land  containing  18 square  perches of land,  more or
less,  being all and the same land  secondly  described  in an  Assignment  from
George W. Steger and wife, to Clarence F. Renoll and wife, dated April 27, 1945,
and recorded in Liber  E.A.S.  No. 186,  Folio 325,  the  reversion in which was
conveyed  unto  Clarence R. Renoll and wife,  by Deed of Harold C.  Frankforter,
unmarried,  dated April 22, 1953,  and recorded among said land records in Liber
E.A.S. No. 219, Folio 240.

TRACT TWO (2):

All that parcel of land  containing 2 acres, 1 rood and 7 perches of land,  more
or less,  being all and the same land thirdly  described in an  Assignment  from
George W. Steger and wife, to Clarence F. Renoll and wife, dated April 27, 1945,
and recorded in Liber E.A.S. No. 186, Folio 325.

SAVING AND EXCEPTING therefrom, all that piece of the above parcel conveyed unto
John A. Myers and wife,  by Clarence F. Renoll and wife,  in a Deed of Exchange,
dated May 15, 1947 and recorded among the said land records in Liber E.A.S.  No.
194, Folio 433, and granting and conveying unto the Grantors  therein said piece
of parcel on the north side of the line described therein,  conveyed by the said
John A. Myers and wife, to the said Clarence F. Renoll and wife.

(THE ABOVE TWO PARCELS OF LAND BEING  INTENDED TO BE IN THE REAR OF NOS. 115 AND
117 OF S. MAIN STREET, MANCHESTER.)

PARCEL 2  (ORIGINALLY  DESCRIBED IN DEED  RECORDED IN LIBER 522, AT FOLIO 568 AS
THE FIFTH PARCEL.):

All that lot or parcel  containing 1 acre 1 rood and 14 square  perches of land,
more or less,  with an outlet  along the south 48 half  degrees  west line to an
alley  leading to the original  Church  Street;  and being all and the same land
that said  granted  and  assigned  by Harvey H.  Nott and wife,  to  Charles  W.
Schuckle,  by deed,  dated April 22, 1955 and recorded among the land records of
Carroll County in Liber E.A.S. No. 245, folio 66.

PARCEL THREE (ORIGINALLY DESCRIBED IN DEED RECORDED IN LIBER 522,


<PAGE>



AT FOLIO 568 AS PARCEL SEVEN.):

All that  tract or  parcel  of land  situate  near the Town of  Manchester,  and
according to an unrecorded  certificate of survey made by J.H. Rife,  Registered
Surveyor, on April 11, 1962, is more particularly described as follows:

BEGINNING  for a corner  at a steel  pin at the end of line 3 in the  deed  from
Joseph M. Parks,  et al., to Daniel  Bowman,  dated January 7, 1882 and recorded
among the land records of Carroll County, Maryland in Liber F.T.S. No. 56, Folio
215, then with said line  reversely,  (1) north 52 degrees 49 minutes 40 seconds
east 180.35 feet to a steel pin; then (2) north 39 degrees 43 minutes 10 seconds
west 212.06 feet to a steel pin at a stone; then (3) north 46 degrees 21 minutes
30  seconds  east  395.35  feet to a steel  pin at the  southwest  corner of the
portion of the Daniel  Riley  parcel now to be conveyed to him;  then binding on
the south line of said Daniel  Riley parcel and a lot of John L. Riley (4) south
48 degrees 19 minutes 05 seconds  east 189.05 feet to a steel pin;  then binding
on the east side of John L. Riley lot and lands of Hamilton Singer; (5) north 44
degrees 25 minutes 30 seconds  east 1000.10 feet to a marble stone corner on the
north side of a gravel and earth road,  an  extension of Locust  Street;  thence
binding on lands of the cemetery and Town of Manchester  (6) north 44 degrees 13
minutes 10 seconds east 1482.50 feet to a stone at a steel pin; then by lands of
the Town of  Manchester;  (7) south 70 degrees 51 minutes 25 seconds east 385.56
feet to a steel pin on the north side of a small stream; then by lands of Engman
the five  following  courses:  (8) south 46 degrees  30 minutes 20 seconds  west
1639.48  feet to a steel  pin;  then (9) south 46  degrees 02 minutes 45 seconds
west  352.64  feet to a steel  pin;  then (10)  south 24  degrees  43 minutes 05
seconds  west 175.32 feet to a steel pin;  then (11) south 60 degrees 18 minutes
15  seconds  east  505.16  feet to a steel  pin;  then (12)  south 30 degrees 32
minutes 05 seconds west 704.60 feet to a stone at a steel pin at lands of Walter
Brilhart;  thence binding on said Brilhart land the two following courses:  (13)
north 50 degrees 45 minutes 00 seconds  west  386.60 feet to a 36 inch oak tree;
then (14) south 22 degrees 45 minutes 55 seconds west 640.79 feet to a steel pin
at lands  of Oscar  Garrett;  thence  by said  Garrett  land the  following  two
courses: (15) north 40 degrees 03 minutes 45 seconds west 587.91 feet to a stone
at a steel pin;  thence (16) north 38 degrees 31 minutes 20 seconds  west 276.63
feet to a steel pin, the place of beginning,  containing  38.7655 acres of land,
more or less.

TOGETHER  WITH a right of way for  ingress,  egress and regress to and from said
above described tract of land to York Street,  Manchester,  Maryland, across the
land  reserved  as a right of way in a Deed from  Martha L.  Riley,  et al.,  to
Daniel C.  Riley and wife,  dated  April 28,  1955 and  recorded  among the land
records aforesaid in Liber E.A.S. No. 245, Folio 274.

PARCEL FOUR  (ORIGINALLY  DESCRIBED IN DEED RECORDED IN LIBER 522,  FOLIO 570 AS
PARCEL EIGHT.):


<PAGE>



All that certain piece or parcel of land,  lying,  situate and being in the Town
of Manchester,  Carroll County,  Maryland, and being more particularly described
as:

BEGINNING at the seventh,  or south 76 degrees west 10.4 roods line as described
in a Deed, dated October 29, 1946 and recorded among the land records of Carroll
County in Liber E.A.S. No. 192, Folio 443, was granted and conveyed by Harold C.
Frankforter to John A Myers and wife, at a point distant 50.02 feet from the end
thereof,  said place of beginning  being on the northeast  side of Monroe Street
(now laid out 50 feet wide) and  running  thence (1) north 67 degrees 54 minutes
21 seconds  east binding  reversely  on said  seventh  line 108.73 feet,  thence
running (2) south 82 degrees 21 minutes 52 seconds  east 313.76 feet  binding on
the line established in an Agreement between John A. Myers and wife and Clarence
F.  Renoll and wife,  dated May 15,  1947 and  recorded  among the land  records
aforesaid  in Liber E.A.S.  No. 194,  folio 433, to the end of the first line of
the aforesaid Deed from Frankforter to Myers,  thence binding  reversely on said
first line (3) south 38 degrees 38 minutes 01 second east 276.18 feet to a steel
pin set at the beginning thereof, thence running (4) south 40 degrees 04 minutes
59 seconds  east  binding  in part  reversely  on the fourth  line of the second
parcel of land in a Deed, dated July 6, 1935 and recorded among the land records
aforesaid in Liber E.M.M. No. 162, folio 343, was granted and conveyed by Wm. N.
Gettier and wife to C. Robert  Brillhart and wife,  184.44 feet,  thence running
for a new line of division  and in part binding on the rear lines of Lots Nos. 1
and 2 Block C on the Plat of Manchester South, an unrecorded plat prepared by J.
H. Rife,  Surveyor,  dated October 20, 1964,  (5) south 66 degrees 27 minutes 10
seconds west 501.50 feet to the  northeast  side of the above  mentioned  Monroe
Street,  thence  binding on the east side of said Street (6) north 23 degrees 32
minutes 50 seconds west 608.69 feet to the place of beginning, containing 5.3671
acres of land (neat  measure).  The above  property  is shown on a plat by J. H.
Rife,  entitled  "Town of Manchester  Election  District No. 6, Carroll  County,
Maryland", recorded in Liber 423, Folio 267.

PARCEL FIVE (DESCRIBED IN DEED RECORDED IN LIBER 1159, FOLIO 855):

All that lot or parcel  of land  situate,  lying and being on the North  side of
Beaver Street,  situated in the Town of Manchester,  Sixth Election  District of
Carroll  County,  State of  Maryland,  and  more  particularly  described  in an
unrecorded  certificate of survey prepared by BPR,  Incorporated,  dated May 10,
1989, as follows:

BEGINNING for the same at an iron pin found on the northern right-of-way line of
Beaver Street (60 foot wide right-of-way), said iron pin found also being at the
end of the Second or South 23 degrees 32 minutes 50 seconds  East,  153.34  foot
line as  described  in Lot Two of a conveyance  from the Town of  Manchester  to
Dorothy G.  Shaffer by deed dated June 15,  1967,  and  recorded  among the land
records of Carroll County in Liber CCC 423, folio


<PAGE>



220;  thence leaving the north side of Beaver Street and running  reversely with
and binding on the second line in said conveyance to Dorothy G. Shaffer,  as now
surveyed by BPR, Incorporated, bearings herein being referred to Magnetic North,
dated April,  1977, (1) North 13 degrees 59 minutes 25 seconds West, 153.32 feet
to an iron pin found on the fifth or South 66  degrees  27  minutes  10  seconds
West,  501.50 foot line as described in a conveyance from the Town of Manchester
to Dutterer's  of  Manchester,  Inc., by deed dated June 28, 1967,  and recorded
among the land  records of  Carroll  County in Liber CCC 423,  folio  263,  at a
distance of 200.00 feet measured reversely along said line from the end thereof;
thence  leaving the outline as  described in Lot No. Two of said  conveyance  to
Dorothy G.  Shaffer  and  running  reversely  with and binding on a part of said
fifth line as described in said  conveyance to Dutterer's of  Manchester,  Inc.,
(2) North 75 degrees 36 minutes 37 seconds East,  50.00 feet to a rebar now set;
thence  leaving the outline as described in said  conveyance  to  Dutterer's  of
Manchester,  Inc. and running for two new lines of division through the lands as
described in a conveyance  from Oscar W. Garrett and Cora E. Garrett,  his wife,
and Charles C. Ruby and Hilda D. Ruby,  his wife,  to the Town of  Manchester by
deed dated  December  23, 1963,  and recorded  among the land records of Carroll
County in Liber CCC 368,  folio  271,  which the land now being  described  is a
part,  (3) South 13 degrees 59 minutes 25 seconds  East,  140.67 feet to a rebar
now set on the  aforementioned  northern  right-of-way line of Beaver Street (60
foot  wide  right-of-way);  thence  running  with and  binding  on the  northern
right-of-way line of Beaver Street, (4) by a curve to the right,  southwesterly,
51.81 feet,  said curve  having a radius of 234.16 feet and a chord  bearing and
distance of South 61 degrees 14 minutes 49 seconds West, 51.71 feet to the place
of beginning,  containing 7,403.58 square feet or 0.16996 acres of land, more or
less.