EXHIBIT (a)(2)

                        ARTICLES OF MERGER
           MERGING DUTTERER'S OF MANCHESTER CORPORATION
                               INTO
                     TWB GOURMET FOODS, INC.


     THESE ARTICLES OF MERGER,  dated the 23rd day of August,  1996, pursuant to
Section 3-109 of the Corporations and Associations Article of the Annotated Code
of Maryland,  as amended  (hereinafter  referred to as the "Code"),  are entered
into by and between the  corporations  named in Article  THIRD below,  which are
hereinafter collectively referred to as the "Constituent Corporations".

     FIRST: Each of the Constituent  Corporations has agreed to effect a merger,
and the terms and conditions of the merger, the manner of carrying the same into
effect,  and the  manner and basis of  converting  or  exchanging  the shares of
issued stock of each of the  Constituent  Corporations  into different  stock or
other consideration  pursuant to Section 3-103 of the Code shall be as set forth
herein.

     SECOND:  TWB Gourmet  Foods,  Inc.,  a Virginia  corporation,  shall be the
surviving  corporation  (hereinafter  sometimes  referred  to as the  "Surviving
Corporation") in the merger.

     THIRD: The parties to these Articles of Merger are TWB Gourmet Foods,  Inc.
, a corporation  organized under the general corporation law of the Commonwealth
of  Virginia  on August 3, 1994 and  Dutterer's  of  Manchester  Corporation,  a
Maryland corporation  (hereinafter  referred to as "Dutterer's").  The Surviving
Corporation is not qualified or registered to do business in Maryland.

     FOURTH:  As part of the merger,  the Charter of the  Surviving  Corporation
shall be amended to increase  the  authorized  capitalization  of the  Surviving
Corporation from 5,000 shares of common stock divided into 3,500 shares of Class
A Common  Stock,  with no par value,  and 1,500 shares of Class B Common  Stock,
also with no par value,  to 25,000  shares of common  stock  divided into 23,500
shares of Class A Common Stock,  with no par value,  and 1,500 shares of Class B
Common Stock, also with no par value. Other than the amendment  described in the
previous  sentence,  there shall be no amendment to the Charter of the Surviving
Corporation effected as part of the merger.




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     FIFTH:  Dutterer's has an authorized  capitalization of 100,000 shares of a
single  class of common  stock,  par value of One Dollar  ($1.00) per share,  of
which shares 25,000 are issued and  outstanding;  the aggregate par value of all
shares of all classes which  Dutterer's has authority to issue being One Hundred
Thousand Dollars ($100,000).

          The Surviving  Corporation has an authorized  capitalization  of 5,000
shares of common stock divided into 3,500 shares of Class A Common  Stock,  with
no par value, and 1,500 shares of Class B Common Stock,  also with no par value;
3,500 of Class A Common  Stock  and  1,500  shares  of Class B Common  Stock are
issued and outstanding.

     SIXTH: The manner and basis of converting or exchanging the issued stock of
each of the Constituent Corporations into different stock or other consideration
pursuant to Section 3-103 of the Code shall be as follows:

          (a) Each share of capital stock of the Surviving  Corporation which is
issued and  outstanding  on the Effective  Date (as defined in Article  ELEVENTH
herein) shall remain  outstanding as one share of capital stock of the Surviving
Corporation.

          (b)  Each  share  of  the  capital  stock  of  Dutterer's  issued  and
outstanding  immediately  prior to the Effective Date, as a result of the merger
and without any action on the part of the holder thereof,  shall be canceled and
converted  into  4/5ths  of a share  of Class A  Common  Stock in the  Surviving
Corporation.

          (c) After the merger  transaction  described  above  shall have become
effective, each holder of an outstanding certificate or certificates theretofore
representing  capital  stock  of  Dutterer's  shall  surrender  the  same to the
Surviving  Corporation  and each such  holder  thereupon  shall be  entitled  to
receive in exchange  therefor a certificate  or  certificates  representing  the
number of shares of Class A Common Stock of the Surviving Corporation into which
the capital stock of Dutterer's  represented by the  certificate or certificates
so surrendered shall have been converted or exchanged by the provisions  hereof.
Until  such  surrender,  capital  stock of  Dutterer's  shall be deemed  for all
corporate purposes,  other than the payment of dividends,  to evidence ownership
of the  number  of  full  shares  of  Class  A  Common  Stock  of the  Surviving
Corporation to be delivered with respect to such shares of such capital stock.

     SEVENTH:  The  principal  office of  Dutterer's in the State of Maryland is
located  in  Baltimore  City.  Dutterer's  owns an  interest  in land in located
Carroll County, Maryland.

     EIGHTH:  The principal office of the Surviving  Corporation in its state of
organization is 2410 Wesley Street,  Portsmouth,  Virginia  23707.  The name and
address in  Maryland  of the  Resident  Agent of the  Surviving  Corporation  is
Michael L. Jennings,  One North Charles Street, Suite 1300, Baltimore,  Maryland
21201.


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     NINTH: The board of directors of Dutterer's,  by unanimous  written consent
of the  entire  Board of  Directors  dated  August  __,  1996,  duly  adopted  a
resolution  declaring that a merger  substantially upon the terms and conditions
set forth in these  Articles  of Merger was  advisable  and  directing  that the
Articles of Merger be submitted to Dutterer's sole stockholder for its approval.
The  Articles of Merger were duly  submitted  to and  approved by the  unanimous
written consent of Dutterer's sole stockholder.

          The board of  directors  of the  Surviving  Corporation,  by unanimous
written consent dated August __, 1996, duly adopted a resolution  declaring that
a merger substantially upon the terms and conditions set forth in these Articles
of Merger was advisable  and directing  that a Plan and Agreement of Merger (the
"Plan")  setting  forth such terms and  conditions be submitted to the Surviving
Corporation's  stockholders  for their approval.  The Plan was duly submitted to
and approved by the unanimous  written  consent of the  Surviving  Corporation's
stockholders.

     TENTH: These Articles of Merger were duly advised,  authorized and approved
in  the  manner  and by the  vote  required  by  the  Charter  of the  Surviving
Corporation  and by the laws of the  Commonwealth of Virginia and by the Charter
of Dutterer's and the laws of the State of Maryland.

     ELEVENTH: Upon the Effective Date:

          (a) the assets and liabilities of Dutterer's  shall be taken up on the
books of the  Surviving  Corporation  at the  amount at which they shall at that
time be carried on the books of Dutterer's, subject to such adjustments, if any,
as  may be  necessary  to  conform  to the  Surviving  Corporation's  accounting
procedures; and

          (b) all of the rights,  privileges,  immunities,  powers, purposes and
franchises of Dutterer's  and all property,  real,  personal and mixed,  and all
debts due to  Dutterer's  on whichever  account shall be vested in the Surviving
Corporation, and all property rights, privileges,  immunities,  powers, purposes
and  franchises,  and all and  every  other  interest  shall  be  thereafter  as
effectually  the  property  of  the  Surviving   Corporation  as  they  were  of
Dutterer's,  and all debts,  liabilities,  obligations  and duties of Dutterer's
shall  thenceforth  attach  to the  Surviving  Corporation  and may be  enforced
against it to the same extent as if said  debts,  liabilities,  obligations  and
duties had been incurred or contracted by it.

     The merger provided for by these Articles of Merger shall become  effective
(the "Effective Date") and the separate existence of Dutterer's,  except insofar
as  continued by statute,  shall cease on the date which  Articles of Merger are
approved, executed and acknowledged by Dutterer's and the Surviving Corporation,
as required by the laws of the Commonwealth of


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Virginia,  and are filed with the State Corporation  Commission of Virginia, and
these Articles of Merger, duly advised, approved, signed,  acknowledged,  sealed
and verified by  Dutterer's  and the Surviving  Corporation,  as required by the
laws of the State of Maryland, are filed for record with the State Department of
Assessments  and Taxation of  Maryland,  as required by the laws of the State of
Maryland.

     IN WITNESS  WHEREOF,  Dutterer's of Manchester  Corporation and TWB Gourmet
Foods,  Inc.,  have  caused  these  Articles  of  Merger  to be  signed in their
respective corporate names and on their behalf by the respective  Presidents and
witnessed or attested by their respective  Secretaries or Assistant  Secretaries
as of the 23rd day of August, 1996.


ATTEST:                            DUTTERER'S OF MANCHESTER
                                   CORPORATION

/s/ George D. Spicer, III          By: /s/ Vernon W. Mules
--------------------------         --------------------------
George D. Spicer, III,             Vernon W. Mules, President
Asst. Secretary


ATTEST:                            TWB GOURMET FOODS, INC.


/s/ Loetitia Adam St. James        By: /s/ Chris L. St. James
---------------------------        ---------------------------
Loetitia Adam St. James,           Chris L. St. James, President
Secretary



     THE  UNDERSIGNED,  President of DUTTERER'S OF MANCHESTER  CORPORATION,  who
executed on behalf of said  corporation  the  foregoing  Articles of Merger,  of
which this certificate is made a part, hereby  acknowledges,  in the name and on
behalf  of  said  corporation,  the  foregoing  Articles  of  Merger,  to be the
corporate act of said corporation and further certifies that, to the best of his
knowledge, information and belief, tile matters and facts set forth therein with
respect to the  approval  thereof are true in all material  respects,  under the
penalties of perjury.


                                   /s/ Vernon W. Mules
                                   ----------------------------
                                   Vernon W. Mules


     THE  UNDERSIGNED,  President of TWB GOURMET  FOODS,  INC.,  who executed on
behalf of said corporation the foregoing Articles of


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Merger,  of which this certificate is made a part, hereby  acknowledges,  in the
name and on behalf of said corporation,  the foregoing  Articles of Merger to be
the corporate act of said corporation and further certifies that, to the best of
his knowledge,  information and belief,  the matters and facts set forth therein
with respect to the approval  thereof are true in all material  respects,  under
the penalties of perjury.


                                   /s/ Chris L. St. James
                                   -----------------------------
                                   Chris L. St. James