Exhibit 10(h)(1)


         ASSET PURCHASE  AGREEMENT (this "Agreement") made as of March 18, 1997,
by and between DOUGHTIE'S FOODS, INC., a Virginia corporation ("Seller"),  BRUCE
R.  BIDDLE and LEVIS E.  COTHRAN,  or their  assigns ( "Buyer"),  VERNON  MULES,
individually ("Mules"), and STEVE HOUFEK, individually ("Houfek").

                                 R E C I T A L S

         A.  Seller   desires  to  sell  certain  of  its  assets  used  in  the
manufacturing  division of Seller's  business for the production and sale of the
Products set forth on the attached Exhibit A which is incorporated in and made a
part of this Agreement (the "Products").

         B. Buyer desires to purchase said assets used in Seller's manufacturing
division for the  production  and sale of the Products (the  "Business") as more
fully set forth in this Agreement.

         C. Mules and  Houfek  are  entering  into this  Agreement  for the sole
purpose of contractually  obligating themselves to the execution and delivery of
the Noncompete Agreements described herein, which said Noncompete Agreements are
an integral part of the transaction provided for in this Agreement.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants and  agreements,  and upon the terms,  and subject to the
conditions hereinafter set forth, the parties hereby agree as follows:


I.  PURCHASE OF ASSETS

                  1.  Purchase and Sale.  Seller shall sell,  convey,  transfer,
assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, at
the Closing  (as that term is defined in Section  4.1),  all of Seller's  right,
title and  interest  in and to the assets  listed on  Schedule  1.1A (the assets
being  purchased  hereunder from Seller are hereinafter  sometimes  collectively
referred to as the "Purchased  Assets"),  free and clear of any and all options,
pledges,  mortgages,  security  interests,  liens,  charges,  burdens  and other
encumbrances  whatsoever.  The Purchased  Assets shall not include cash and cash
equivalents,  prepaid expenses,  notes  receivable,  accounts  receivable,  rent
receivable, and all other assets,  properties,  rights, claims and contracts set
forth on Schedule 1.1B (hereinafter and hereinabove referred to as the "Excluded
Assets").  Notwithstanding the foregoing,  the transfer of title,  delivery, and
payment for Seller's inventory of finished goods, raw materials, seasonings, and
packaging materials shall be as provided in Section 2.3 hereunder.

                  2. Non-Assumption and Assumption of Certain Obligations. Buyer
shall  not be  obligated  to hire any of  Seller's  employees  nor  assume or be
obligated,  except to the extent any applicable law imposes such obligation upon
Buyer, to observe or perform any collective bargaining  agreement,  or recognize
any bargaining  representative of Seller's employees.  Buyer shall not assume or
be liable for the payment,  performance  or discharge of any of Seller's  debts,
contracts,  agreements,  liabilities,  obligations,  commitments,  restrictions,
disabilities  or  duties,  whether  direct or  indirect,  fixed,  contingent  or
otherwise,  except that Buyer shall assume the vendor and customer contracts and
purchase orders related to the Purchased Assets, entered into by Seller prior to
the date of the Closing in the ordinary course of Business, provided such vendor
and customer contracts and purchase orders are set forth on Schedule 1.2 or have
been entered into between the execution hereof and the Closing Date (hereinafter
defined) and have been approved by Buyer, in writing, prior to Closing. Schedule
1.2 shall be  updated  on the  Closing  Date to show each  vendor  and  customer
contract  and  purchase  order  that  Buyer  will  assume  at  Closing.  Buyer's
assumption of obligations  hereunder shall be limited to those obligations which
accrue on and after the Closing Date.


II.  PURCHASE PRICE; INVENTORY

                  1.       Purchase Price.  The Purchase Price for the Purchased
Assets  shall  consist of the Base Price plus the  Inventory  Price,  as defined
below.

                  2.       Base  Price.  The Base Price  shall be Three  Hundred
Thousand Dollars ($300,000.00), payable as follows:

                  3.  Fifty   Thousand   Dollars   ($50,000.00)   in  cash  (the
Non-Refundable  Deposit  paid by Buyer in  connection  with  the  execution  and
delivery  of the  letter of intent  for this  transaction  and  governed  by the
provisions of Section 11.3 hereunder).

                  4. One Hundred Fifty Thousand Dollars ($150,000.00) in cash at
Closing.

                  5. One Hundred Thousand Dollars ($100,000.00) payable one year
from  the  date of  Closing  and  evidenced  by a  promissory  note  from  Buyer
substantially  in the form of Exhibit B attached  hereto and made a part  hereof
(the "Promissory Note").

                  6.       Inventory.

                  7.  Physical  Inventory.  At 5:00 P.M. on March  ______,  1997
Seller shall  cease/terminate the manufacture and processing of the Products. An
inventory shall be taken on  ____________,  1997, of all raw materials (meat and
ingredients,  the "Raw  Materials")  of the Business,  all  packaging  materials
(excluding labels, the "Packaging  Materials") of the Business, and all finished
goods and products (the  "Finished  Goods") of the Business  (collectively,  the
"Inventory").

                  8. Inventory Price. For purposes of determining the "Inventory
Price," all good and usable Raw Materials and Packaging Materials will be valued
at the lower of cost or current market value as of the Closing Date; the salable
Finished  Goods  will be valued at  Seller's  manufacturing  division  wholesale
prices,  as listed on Schedule  2.3,  less 25%.  The phrase "good and usable Raw
Materials  and Packaging  Materials"  means  materials in quantities  reasonably
required for the conduct of the Business and  sufficiently  fresh for use in the
production  of the  Products by Buyer  following  the Closing  Date.  The phrase
"salable  Finished  Goods"  means  goods  that  are of  sufficient  quality  and
freshness for sale to Seller by Buyer following the Closing Date under the terms
of the Product Supply Agreement  attached hereto as Exhibit D. Raw Materials and
Packaging  Materials  which are not good and usable,  if any, and Finished Goods
which are not  salable,  if any,  shall be  identified  during  the  pre-Closing
inventory and shall be retained by Seller.

                  9.       Payment and Delivery.

                           a.       The salable Finished Goods shall be paid for
in cash and delivered at Closing.

                           b.       The  good  and  usable  Packaging  Materials
shall be delivered at Closing and paid for by Buyer in cash in four  consecutive
equal monthly installments.  The first payment for the Packaging Materials shall
be due 30 days from the Closing  Date,  the second  payment shall be due 30 days
thereafter, and the remaining payments shall be due accordingly.

                           c.       The good and usable Raw  Materials  shall be
purchased by Buyer on an as-needed  basis during a four-month  period  following
the Closing Date.  Payment for any Raw Materials  items will be due in cash upon
delivery  of such  items,  and title to such items will  transfer  to Buyer upon
payment and delivery. The balance of the Raw Materials, if any, remaining in the
possession  of  Seller  at the  expiration  of the  four-month  period  shall be
delivered  immediately  to Buyer,  and payment  therefor shall be due in full at
that time.

                  10.  Guaranty.  Payment of any due and  unpaid  portion of the
Promissory  Note and the  deferred  payment  obligations  set forth in Paragraph
2.3.c will be  personally  guaranteed  by Bruce R. Biddle and Levis E.  Cothran,
pursuant to a guaranty  substantially  in the form of Exhibit C, attached hereto
and made a part hereof (the "Guaranty").

                  11.  Allocation of Base Price. The Base Price for the Purchase
Assets shall be allocated as follows:

                  12.      Machinery, Equipment, and Furniture          $

                  13.      Contracts, Customer and Supplier Lists,
                   Recipes and Formulas, Prepaid Expenses               $

                  14.      Noncompete Seller                            $   1.00

                  15.      Noncompete Mules                             $   1.00

                  16.      Noncompete Houfek                            $   1.00

III.     CLOSING

                  1. Date and  Place of  Closing.  Subject  to  satisfaction  or
waiver of the  conditions to the  obligations  of the parties,  the purchase and
sale of the Purchased  Assets pursuant to this Agreement shall be consummated at
a closing (the "Closing") to be held in the offices of McGuire,  Woods, Battle &
Boothe,  L.L.P. in Norfolk,  Virginia, or such other place as mutually agreed on
by the parties,  at 10:00 A.M. on March _____,  1997,  or such other date as the
parties  may  mutually  agree upon (the  "Closing  Date").  Except as  otherwise
provided herein with respect to the Raw Materials, title to the Purchased Assets
shall pass from Seller to Buyer at the Closing.

                  2.   Seller's   Obligations   at  Closing.   At  the  Closing,
concurrently with performance by Buyer of its obligations to be performed at the
Closing, Seller shall:

                  3. Documents of Conveyance.  Execute and deliver to Buyer,  in
form and substance  acceptable to Buyer, (i) warranty bills of sale conveying to
Buyer all tangible  personal  property and other tangible assets owned by it and
included among the Purchased Assets, (ii) an assignment  agreement,  the form of
which is attached hereto as Exhibit I (the "Assignment  Agreement") conveying to
Buyer all of Seller's claims,  rights and benefits,  to and under the vendor and
customer  contracts  and  purchase  orders to be  assumed by Buyer  pursuant  to
Section  1.2,   (iii)  all   transferable   licenses,   permits,   certificates,
manufacturer  equipment  warranties,   and  authorizations   pertaining  to  the
Purchased Assets,  and (iv) all other conveyances,  bills of sale,  assignments,
endorsements and instruments of transfer as shall be necessary or appropriate to
carry out the intent of this  Agreement,  and as shall be  sufficient to vest in
Buyer title to all of the Purchased Assets and all right,  title and interest of
Sellers  thereto.  If  requested  by Buyer,  such  documents  shall be in a form
suitable for recording.

                  4. Records.  Deliver to Buyer all customer and supplier lists,
sales  contracts,  sales  lists,  licenses,  and  business  files  and  records,
formulas,  recipes,  seasoning  recipes,  processing  procedures,  research  and
development records, and advertising  materials relating to the Products.  Buyer
acknowledges  that Bruce R. Biddle has  previously  obtained  possession  of the
contracts set forth on Schedule 1.2 hereof.

                  5. Certificates and Opinions. Execute and deliver to Buyer the
certificates  referred  to in  Sections  8.3 and 8.4 and  deliver  to Buyer  the
opinion of counsel referred to in Section 8.8.

                  6. Supply  Agreement.  Execute and deliver the Product  Supply
Agreement  between  Seller and Buyer,  the form of which is  attached  hereto as
Exhibit D (the "Supply Agreement").

                  7.  License   Agreement.   Execute  and  deliver  the  License
Agreement  between  Seller and Buyer,  the form of which is  attached  hereto as
Exhibit E (the "License Agreement").

                  8.  Noncompete  Agreement.  Execute and deliver the Noncompete
Agreement  between  Seller and Buyer,  the form of which is  attached  hereto as
Exhibit F (the "Noncompete Agreement").

                  9. Lease  Agreement.  Execute and deliver the Lease  Agreement
between Seller and Buyer, the form of which is attached hereto as Exhibit G (the
"Lease Agreement").

                  10. Assignment  Agreement.  Execute and deliver the Assignment
Agreement between Buyer and Seller..

                  11.  Other  Action.  Take  all  such  other  steps  as  may be
necessary  or  appropriate  to put Buyer in actual and  complete  ownership  and
possession of the Purchased Assets.

                  12. Buyer's Performance. At the Closing, concurrently with the
performance by Seller of its  obligations to be performed at the Closing,  Buyer
shall:

                  13.  Purchase  Price.  Deliver  to  Seller  the cash  payments
specified in Sections 2.2.b and 2.3.c(1).

                  14.  Promissory  Note.  Execute  and  deliver  to  Seller  the
promissory note described in Section 2.2.c.

                  15. Supply Agreement. Execute and deliver to Seller the Supply
Agreement.

                  16.  Assumption  Agreement.  Execute  and deliver to Seller an
agreement to assume the vendor and customer  contracts and purchase orders Buyer
has agreed to assume pursuant to Section 1.2 (the "Assumption  Agreement"),  the
form of which is attached hereto as Exhibit H.

                  17.  Certificates and Opinions.  Execute and deliver to Seller
the certificates referred to in Sections 9.3 and 9.4 and deliver the opinions of
counsel referred to in Section 9.7.

                  18.  License  Agreement.  Execute  and  deliver  to Seller the
License Agreement.

                  19.  Noncompete  Agreement.  Execute and deliver to Seller the
Noncompete Agreement.

                  20. Lease  Agreement.  Execute and deliver to Seller the Lease
Agreement.

                  21. Guaranty. Deliver to Seller the duly executed Guaranty.

                  22. Assignment  Agreement.  Execute and deliver the Assignment
Agreement.

                  23. Further  Action by Parties.  In addition to the foregoing,
the parties agree as follows:

                  24.  Further  Action by  Seller.  At any time and from time to
time, at or after the Closing,  upon request of Buyer, Seller shall do, execute,
acknowledge and deliver or shall cause to be done,  executed,  acknowledged  and
delivered, all such further acts, assignments, transfers, conveyances, powers of
attorney and  assurances  as may  reasonably be required in order to vest in and
confirm to Buyer full and complete title to and, possession of, and the right to
use and enjoy, the Purchased Assets.

                  25.  Further  Action  by  Buyer.  At any time and from time to
time, at or after the Closing,  upon request of Seller, Buyer shall do, execute,
acknowledge and deliver or shall cause to be done,  executed,  acknowledged  and
delivered all such further acts and  assurances as may reasonably be required to
complete the assumption by Buyer of its obligations assumed by Buyer pursuant to
this Agreement including without limitation the Assumption Agreement.


IV.      REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

                  1. Due Organization and Qualification. Seller is a corporation
duly organized, validly existing, qualified to do business, and in good standing
under the laws of the Commonwealth of Virginia.

                  2. Corporate  Power and  Authority.  The Board of Directors of
Seller have duly  approved  this  Agreement  and the  transactions  contemplated
hereby.  The execution and delivery of this  Agreement  and the  performance  by
Seller of its  obligations  hereunder have been duly authorized by all requisite
corporate  action,  and no further  action or  approval  is required in order to
permit Seller to consummate the  transactions  contemplated  by this  Agreement.
Seller has full power,  authority  and legal right to enter into this  Agreement
and  to  consummate  the  transactions   contemplated  hereby.  The  making  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby in  accordance  with the terms hereof will not (a) conflict
with the Certificate or Articles of Incorporation  or the Bylaws of Seller,  (b)
result in any  breach or  termination  of, or  constitute  a default  under,  or
constitute an event that with notice or lapse of time,  or both,  would become a
default  under,  or  result  in the  creation  of any  Encumbrance  (hereinafter
defined) upon any of the Purchased  Assets, or create any rights of termination,
cancellation,  or  acceleration  in any  person  under any  vendor  or  customer
purchase  order  assumed  by  Buyer  hereunder,  or  violate  any  order,  writ,
injunction or decree by which any of the Purchased  Assets,  or the Business may
be bound or affected or under which any of the Purchased Assets, or the Business
receive benefits, (c) result in the loss or adverse modification of any material
license,  permit or other  authorization  granted to or otherwise held by Seller
and related to the Purchased Assets, or the Business,  (d) violate any provision
of any law, ordinance,  regulation,  rule, requirement or order to which Seller,
the Purchased Assets, or the Business, are subject,  except for violations that,
in the  aggregate,  would not have a material  adverse affect upon the business,
operations, condition (financial or otherwise), results of operations, value or
prospects  of the  Purchased  Assets,  or the  Business,  (a  "Material  Adverse
Effect").

                  3.  Title.  Seller  has  and  upon  conveyance,  transfer  and
assignment  of the  Purchased  Assets to Buyer by Seller at the  Closing  and as
provided in Section 2.3, Buyer will acquire and hold, good and marketable  title
in fee simple to all of the Purchased  Assets,  in each case,  free and clear of
any and all options,  rights,  pledges,  mortgages,  security interests,  liens,
charges, burdens, servitudes and other encumbrances whatsoever (herein sometimes
collectively  referred to as  "Encumbrances").  Neither Seller, any affiliate or
subsidiary of Seller owns or holds under lease any assets of any kind, character
or  description  that are  utilized  in a material  way to the  Business  or the
Purchased  Assets and are not being conveyed  hereunder,  except as set forth on
Schedule 4.3.

                  4. Inventory.  The Seller's Inventory to be conveyed hereunder
consists  of  current  items  of a  quality  and  quantity  that are  usable  or
marketable in the ordinary  course of the  Business,  and items not so usable or
marketable  in the Business  have been  written  down in value to estimated  net
realizable market values.  Since March 1, 1997 the Inventory has been maintained
at a level  consistent  with the operation of the Business in its normal course,
and no change has occurred in such Inventory that materially  adversely  affects
or will  materially  adversely  affect its usability or  salability.  Orders for
inventory  items have not been  given for  amounts  materially  in excess of the
amounts necessary to maintain the Inventory of Seller for the Business at normal
levels based on past practice.

         Notwithstanding the foregoing, Buyer acknowledges and agrees that, from
the date of the execution of this Agreement  until Closing,  Seller intends only
with Buyer's  permission to be rendered on a weekly basis,  to reduce  Inventory
below historically  normal levels based on past practice.  Seller agrees to keep
Buyer  informed  of its  running  estimate  as to  the  expected  levels  of the
Inventory at Closing.  In addition,  Seller will cooperate with and assist Buyer
during the pre-Closing  period to prepare for Buyer's production of the Products
as soon as practicable  after Closing,  provided that such assistance  shall not
require additional  out-of-pocket  expenses.  In the event that Closing does not
occur,  (i)  Buyer  agrees  that it will  promptly  return  to  Seller  and keep
confidential all formulas,  recipes,  and materials  provided by Seller and (ii)
Seller  agrees to purchase all Products that Buyer may have  produced,  provided
said  Products  are of  reasonable  quality and were  produced  according to the
formulas  and  recipes  provided  to Buyer by  Seller,  the price for same to be
calculated  in  accordance  with the  valuation  method of Seller's  compensable
product items under the provisions of Section 2.3.

                  5.  Purchased  Assets.  Schedule 1.1A includes an accurate and
complete  listing of all  tangible  personal  property  and other  tangible  and
intangible  assets owned or leased by Seller and used primarily in the Business,
other than Excluded Assets,  Inventory and other similar assets used or consumed
in the ordinary course of business between the date hereof and the Closing Date.
All  equipment and machinery  included  among the Purchased  Assets are sold "as
is." Seller enjoys peaceful  possession of the Purchased  Assets.  In making the
foregoing representation and warranty, Seller is relying in part on the accuracy
of Schedule  1.1A(1),  which was  prepared  by Bruce R.  Biddle  pursuant to his
physical inventory of the applicable machinery and equipment.

                  6. Contracts.  Schedule 4.6 sets forth a brief  description of
all material contracts,  consulting  agreements,  contract packaging agreements,
private label  agreements,  employment  agreements,  other  agreements,  leases,
arrangements  and  commitments  (whether  oral or written) to which  Seller is a
party and by which any of the Purchased  Assets, or the Business are affected or
are bound,  except vendor and customer  contracts and purchase orders assumed by
Buyer under this Agreement and set forth on Schedule 1.2.

                  7. Contract Defaults.  To the best of Seller's  knowledge,  no
other  party  thereto  is in default in any  material  respect  under any of the
contracts,  agreements,  leases, arrangements and commitments listed on Schedule
4.6 or the  contracts  described in Section 1.2 to be assigned to and assumed by
Buyer. To the best of Seller's  knowledge,  (a) there has not occurred any event
which, with the lapse of time or giving of notice or both, would constitute such
a material default; (b) such contracts,  agreements,  leases, arrangements,  and
commitments are legal,  valid, and binding obligations of the respective parties
thereto in accordance  with their terms and,  except to the extent  reflected in
Schedules 4.6 and 1.2, have not been amended;  and (c) no defenses,  offsets, or
counterclaims  thereto have been  asserted,  or to the best knowledge of Seller,
may validly be made, by any party thereto other than Seller.

                  8.  Litigation.  Schedule 4.8 sets forth all  actions,  suits,
proceedings,  investigations,  or grievances  pending against Seller to the best
knowledge of Seller,  threatened  against  Seller,  and  affecting the Purchased
Assets,  or the Business,  or involving  products  manufactured by Seller in its
manufacturing  division,  at law,  in equity or in  admiralty,  before or by any
court  or any  federal,  state,  municipal  or  other  governmental  department,
commission,  board,  bureau,  agency or  instrumentality,  domestic  or  foreign
(hereinafter  sometimes  collectively  referred to as  "Agencies").  None of the
actions, suits, proceedings or investigations listed on Schedule 4.8, either (a)
has  resulted  in, or would,  if  adversely  determined,  result  in, a Material
Adverse Effect, or (b) has affected,  affects or would, if adversely determined,
affect the right or ability of Seller to carry on the Business  substantially as
now  conducted.  To  Seller's  knowledge,  Seller is  neither  subject to nor in
default of any  continuing  court or Agency order,  writ,  injunction or decree,
applicable to the Purchased Assets or the Business.

                  9. Compliance  with Laws.  Except as listed on Schedule 4.9A.,
to the best of Seller's knowledge, (a) each of Seller, the Purchased Assets, and
the premises to be leased by Buyer pursuant to the Lease  Agreement has complied
with and is in compliance with, all federal,  state, county, and municipal laws,
ordinances,  regulations,  rules,  requirements  and  orders  applicable  to the
Purchased Assets, the Business, the premises to be leased by Buyer, or operation
of the Business,  the breach or violation of which could have a Material Adverse
Effect,  (b) Seller has filed with the proper  authorities  all  statements  and
reports  required by all laws,  ordinances,  regulations,  rules,  licensing and
other  requirements  and orders to which the Purchased Assets or the Business is
subject the failure to file which could have a Material Adverse Effect, and none
of such statements and reports  contains  untrue  statements of material fact or
omits any  statement  of material  fact  necessary to make such  statements  and
reports not misleading, and (c) Seller has obtained and maintained all licenses,
permits and governmental  authorizations necessary for the present ownership and
use of the Purchased Assets and for the conduct of the Business in the manner in
which and in the  jurisdictions  and places where the Business is now conducted,
the failure to have which could have a Material  Adverse Effect.  Seller has not
received written notice of any violation of, or any pending investigation under,
any  of  such  laws,  ordinances,   regulations,   rules,  licensing  and  other
requirements and orders during the last three (3) years related to the Business.
Schedule 4.9B  correctly  lists all material  licenses,  permits,  certificates,
approvals,   memberships  and   authorizations,   and  all   registrations   and
applications  pending  before any agency or  authority  for the  issuance of any
licenses, permits, certificates, approvals, memberships or authorizations or the
renewal  thereof related to the Business.  Seller has no franchises  relating to
its Business, and none are presently required for the conduct thereof.

                  10.   Attachments   and  Other   Proceedings.   There  are  no
attachments,   executions,   assignments   for   the   benefit   of   creditors,
receiverships,  conservatorships  or voluntary  or  involuntary  proceedings  in
bankruptcy or pursuant to any debtor relief laws contemplated or filed by Seller
or pending against Seller.

                  11.  Taxes.  Seller  has  duly  filed,  or has  duly  obtained
effective extensions for filing, all U.S. federal, foreign, state, county, local
and other excise, franchise,  property, payroll, income, profits, capital stock,
sales and use,  and other tax returns  which are  required to be filed,  and all
such  returns are true and correct in all  material  respects.  Seller has paid,
collected or withheld and remitted to the  appropriate  governmental  agency all
taxes  which  have  become due or have been  assessed  against it and all taxes,
penalties and interest which any taxing authority has proposed or asserted to be
due and owing.  All tax  liabilities  to which the  Purchased  Assets  have been
subjected have been discharged and there are no liens for taxes on the Purchased
Assets except for property taxes assessed but not yet payable or as described in
Schedule  4.11.  Except  as  described  in  Schedule  4.11,  there  are  no  tax
deficiencies or claims  presently  being  asserted,  or, to the best of Seller's
knowledge,  threatened,  against Seller and Seller has no knowledge of any basis
for such claims or  deficiencies.  Seller has not granted any  extension  to any
taxing authority of the limitation  period during which any tax liability may be
asserted.

                  12.  Consents.  Except  as set  forth  on  Schedule  4.12,  no
consent,  approval,  authorization  or order of any  court,  Agency or any other
person is required  under any law,  ordinance,  regulation,  rule,  requirement,
order, writ, judgment, decree, contract,  agreement, lease, commitment,  charter
or bylaw  applicable  to or  binding  upon  Seller in order to permit  Seller to
consummate the  transactions  contemplated  by this Agreement and to perform its
obligations hereunder and under the Supply Agreement, and the License Agreement.

                  13.  Patents,  Trademarks,  Etc. Seller neither has contracted
for,  nor has  licenses  or  agreements  to use  any  trade  secrets,  know-how,
processes,   formulae,   royalties,   inventions,   discoveries,   improvements,
proprietary or technical information, proprietary rights, joint venture or joint
operating interests, copyrights, patents, trade names, trademarks, service marks
and applications for copyright,  patent,  trade name, trademark and service mark
registration  (hereinafter  sometimes  collectively  referred to as  "Intangible
Rights") for use at, or in connection with, the operation of the Business except
for its  rights to the  "Doughtie's"  trade  name and mark,  and the  Intangible
Rights among the Purchased Assets. None of the Purchased Assets or activities or
operations  of the Business  infringe or involve or have  resulted  within three
years prior to the date hereof in (a) the  infringement  of, or (b) any claim of
infringement of, any Intangible Right of any other person,  firm or corporation;
and no proceedings have been instituted,  are pending,  or are threatened,  that
challenge  the rights of Seller in respect  thereof.  To the best  knowledge  of
Seller,  the  "Doughtie's"  tradename is not being  infringed  by the  products,
activities,  operations,  patents,  trade names,  trademarks,  service  marks or
copyrights of any other person or persons and is not subject to any  outstanding
order, judgment, decree, stipulation or agreement restricting the use thereof.

                  14.  Product  Warranties.  No  shipment  or other  delivery of
Products  made or to be made by Seller on or prior to the Closing Date was or as
of the Closing Date will be, and no food or food ingredients in the Inventory on
the Closing Date will be as of the Closing Date:  (i)  adulterated or misbranded
within the meaning of the Federal Food, Drug and Cosmetic Act, as amended;  (ii)
an article which may not under the  provisions of ss. 404 or ss. 505 of such Act
be introduced  into  interstate  commerce;  or (iii)  adulterated  or misbranded
within the meaning of any pure food laws or  ordinances  of any state or city to
which such articles are shipped or to be shipped.  All such  Inventory will meet
the Seller's reasonable standards of quality and sanitation and all requirements
of the  laws  and  regulations  enforced  by the  United  States  Department  of
Agriculture.  All products  processed as of the Closing Date shall be labeled in
accordance with the requirements of the National Labeling and Education Act.

                  15. Brokerage Commissions.  There are no claims for, or rights
to, brokerage  commissions or agent's or finder's fees resulting from any action
taken by  Seller  in  connection  with  the  transactions  contemplated  by this
Agreement.

                  16.  Hart-Scott-Rodino.   Neither  Seller  nor  any  "ultimate
parent" of Seller have sales or assets of $100,000,000.00 or more.

                  17. No  Affiliates.  Seller has no  affiliates  or  affiliated
business  entities that have a material  effect on the Business or the Purchased
Assets except those set forth on Schedule 4.17.

                  18. Full Disclosure.  No  representation or warranty of Seller
made in this  Agreement,  nor any written  statement,  schedule  or  certificate
heretofore  furnished to Buyer by Seller pursuant hereto,  or in connection with
the  transactions  contemplated  hereby,  contains,  or will  contain any untrue
statement of a material  fact,  or omits,  or will omit to state a material fact
necessary  to make the  statement  or facts  contained  herein  or  therein  not
misleading.  Seller has not withheld and will not withhold from Buyer  knowledge
of any events,  conditions or facts,  of which Seller has knowledge,  that could
have a Material Adverse Effect.


V.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

         It is the  intent of Bruce R.  Biddle  and Levis E.  Cothran  to assign
their rights under this Agreement to a  yet-to-be-formed  a corporation.  To the
extent that the following  representations,  warranties,  and covenants apply to
such corporate  entity,  they  contemplate  that such corporation will have been
formed  and  will be the  Buyer  at  Closing.  Buyer  represents,  warrants  and
covenants to Seller that:

                  1. Due Organization and Qualification. At Closing, Buyer shall
be a  corporation  duly  organized,  validly  existing,  in  good  standing  and
qualified to do business under the laws of the Commonwealth of Virginia.

                  2. Corporate Power and Authority. Before Closing, the Board of
Directors of Buyer shall have duly approved this Agreement and the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
performance  by  Buyer  of  its  obligations  hereunder  shall  have  been  duly
authorized by all requisite  corporate action, and no further action or approval
shall be  required  in order to  permit  Buyer to  consummate  the  transactions
contemplated by this Agreement. Buyer shall have full power, authority and legal
right  to  assume  the  obligations  of this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  The  assumption  and  performance  of  this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  in
accordance  with the terms  hereof will not (a)  conflict  with the  Articles of
Incorporation  or the Bylaws of Buyer or (b) violate any  provision  of any law,
ordinance,   regulation,  rule,  requirement,  order,  writ,  judgment,  decree,
contract,  agreement, lease, arrangement or commitment to which Buyer is subject
or is a party  that,  individually  or in the  aggregate,  would have a Material
Adverse  Effect upon the ability of Buyer to perform its  obligations  hereunder
and under the Supply Agreement or the License Agreement.

                  3.  Actions,   Suits,  Etc..  There  are  no  actions,  suits,
proceedings or investigations  pending, or to the knowledge of Buyer, threatened
against or  affecting  Buyer at law or in equity or before any  federal,  state,
municipal or other instrumentality in which it is sought to restrain or prohibit
or obtain damages in respect of the consummation of the purchase and sale of the
Purchased Assets or the other transactions  contemplated hereby. Moreover, Buyer
is, to the best  knowledge  of Buyer,  not in default with respect to any order,
writ,  injunction  or  decree  of any  court,  or  Agency  with  respect  to the
consummation  of the  purchase  and sale of the  Purchased  Assets  or the other
transactions contemplated hereby.

                  4. Consents. No consent,  approval,  authorization or order of
any court,  Agency or any other  person is  required  under any law,  ordinance,
regulation,   rule,  requirement,   order,  writ,  judgment,  decree,  contract,
agreement,  lease,  commitment,  charter or bylaw  applicable to or binding upon
Buyer in order to permit Buyer to consummate the  transactions  contemplated  by
this  Agreement  and to perform its  obligations  hereunder and under the Supply
Agreement or the License Agreement.

                  5. Brokerage  Commissions.  There are no claims for, or rights
to, brokerage  commissions or agent's or finder's fees resulting from any action
taken  by  Buyer  in  connection  with  the  transactions  contemplated  by this
Agreement.

                  6. Hart-Scott-Rodino.  Neither Buyer nor any "ultimate parent"
of Buyer have sales or assets of $100,000,000.00 or more.

                  7. Sophisticated Purchaser.  The transactions  contemplated in
this Agreement are for the Buyer's own account for the purposes of operating the
Business as a going concern and not with a view towards resale or  distribution.
The Buyer  acknowledges  that, in reliance on the  foregoing,  the  transactions
contemplated  hereby  have  not  been  registered  under  any  federal  or state
securities laws.


VI.      COVENANTS OF SELLER

                  1. Negative Covenants Regarding Conduct of Business. Except as
may be  otherwise  expressly  provided  herein,  from and after the date of this
Agreement and until the Closing Date,  with respect to the Purchased  Assets and
the Business,  without the consent of Buyer, Seller covenants and agrees that it
will not in respect of the Business or the Purchased Assets:

                  2. Creation of Obligations. Incur any obligation or liability,
absolute or contingent,  except current  liabilities  incurred,  and obligations
under contracts entered into, in the ordinary course of business consistent with
past practice.

                  3.  Encumbrances.   Execute,   grant,  create  or  suffer  any
Encumbrance upon the Purchased Assets.

                  4.   Disposition  of  Assets.   Effect  any  sale,   transfer,
Encumbrance or other  disposition of assets and properties  that would otherwise
be included in the  Purchased  Assets,  except for sales of  Inventories  in the
ordinary  course of business,  except for  machinery,  equipment,  furniture and
fixtures  replaced  with items of equivalent  or greater  value,  and except for
supplies and other  similar  assets used or consumed in the  ordinary  course of
business.

                  5. Contracts,  Licenses, Etc. Amend, modify, assign, transfer,
grant or terminate any contract,  agreement,  lease,  arrangement  or commitment
listed in Schedule 4.6. and Schedule 1.2.

                  6.  Rights.  Waive,  modify or release  any rights of material
value to the Business or the Purchased Assets.

                  7. Affirmative  Covenants Regarding Conduct of Business.  From
and  after  the date of this  Agreement  and  until  the  Closing  Date,  Seller
covenants and agrees that it will:

                  8.  Ordinary  Course of Business.  Carry on the  operations of
Business only in the usual,  regular and ordinary  course  consistent  with good
business practices and with prior practices.

                  9.  Maintenance  of  Relationships.  Use its best  efforts  to
maintain and  preserve  the  Business and to maintain its present  relationships
with customers, suppliers and others having business dealings with the Business.

                  10.   Maintenance  of  the  Purchased  Assets.   Maintain  the
Purchased  Assets in good operating  repair and condition and maintain the level
of Inventories in accordance with past practices,  except as otherwise  provided
in this Agreement.

                  11.  Payment  of  Obligations  in  Ordinary  Course.  Pay  and
discharge  all costs and expenses of carrying on the  operations of the Business
and of maintaining and operating the Purchased Assets as they become due and pay
and  discharge any such costs and expenses that at the date hereof are past due,
unless contested in good faith.

                  12.  Representations  and Warranties.  Use its best efforts to
prevent  the  occurrence  of any change or event that would  prevent  any of the
representations and warranties of Seller contained herein from being true in all
material  respects at and as of the Closing  Date with the same effect as though
such  representations  and warranties  (in the exact language  contained in this
Agreement with appropriate  modification of tense in the case of representations
and  warranties  relating to statements  of fact as of specific  dates) had been
made at and as of the Closing Date.

                  13. Maintenance of Records.  Maintain its books, accounts, and
records relating to the Business and the Purchased Assets in the usual,  regular
and customary manner on a basis consistently applied.

                  14. Access to and Updating of Information.  During  reasonable
business  hours,  afford  to the  officers,  attorneys,  accountants,  and other
authorized  representatives  of Buyer,  free and full  access  to the  Purchased
Assets and the Business, in order that Buyer may have full opportunity to make a
reasonable investigation with respect to the Purchased Assets, the Business, the
contracts,  leases,  arrangements and commitments listed in Schedule 4.6 hereto,
the books and records of the Business and their operations,  including,  without
limitation,  fixed asset records, sales records relating to the customers of the
Business,  purchase records, and inventory records. Seller will furnish to Buyer
all such further information concerning the Purchased Assets and the Business as
Buyer may reasonably request. Seller will update by amendment or supplement each
of the Schedules referred to herein and any other disclosures made in writing to
Buyer  forthwith upon any material  change in the  information set forth in said
Schedules or other  disclosure,  and Seller  represents  and warrants  that such
Schedules and such written disclosures, as so amended or supplemented,  shall be
true,  correct and complete in all material  respects as of the date or dates of
such amendments or  supplements;  provided,  however,  that the inclusion of any
information in any such  amendment or  supplement,  not included in the original
Schedule  at or prior to the date of this  Agreement,  shall not limit or impair
any rights that Buyer might  otherwise have  respecting the  representations  or
warranties of Seller contained in this Agreement.


VII.     AGREEMENTS OF SELLER AND BUYER

                  1. Public  Disclosures.  Seller and Buyer shall cooperate with
each  other  and give  each  other  advance  notice  in  respect  of any  public
announcements  or disclosures  pertaining to the transaction  described  herein.
Buyer shall draft the form of public  announcement  or disclosure  pertaining to
this   transaction   which  shall  be  approved  by  Seller  prior  to  release.
Notwithstanding the foregoing, nothing in the Section will preclude either party
from making any  disclosures  required by law or  regulation  or  necessary  and
proper in conjunction with the compliance with all applicable  federal and state
securities  laws and the filing of any tax return or other document  required to
be filed with any federal,  state, or local  governmental  body,  authority,  or
agency.

                  2.  Promotion/Damaged  Goods  Allowances.  In the  event  that
customers  of the  Business  bill  Buyer  or  make  deductions  against  Buyer's
otherwise  valid invoices for  promotional  pricing  allowances or damaged goods
applicable  to  sales  of  Products  produced  or sold  by  Seller,  which  said
bill-backs or deductions  shall be the liability of Seller,  Buyer will promptly
forward  such bill to Seller and Seller  will,  in turn,  promptly  pay all such
bills or compensate  Buyer for any bill-back or deduction  made by such customer
and Seller shall resolve  directly any dispute over such  bill-back or deduction
directly with its customer.

                  3. Return of Inventories and Damaged Goods. From and after the
Closing Date, Buyer shall settle in good faith any claims for returns or damaged
goods  relating  to  Products  shipped  prior  to the  Closing  Date and made by
customers  of the Business to Buyer on or after the Closing  Date.  Seller shall
reimburse  Buyer for all costs  incurred  by Buyer as a result of such  returned
Products. Buyer's costs shall include the invoice price for any Products shipped
to a customer in place and stead of the returned  Product,  plus any  reasonable
and customary transportation and handling costs incurred by Buyer.

                  4. Consumer Claims and Complaints. The parties shall cooperate
and assist each other to assure the expeditious  handling of customer claims and
complaints.  All customer  claims and  complaints  made with respect to Products
sold by Seller  prior to the  Closing  Date or  Products  acquired by Buyer from
Seller at the Closing shall be the responsibility of the Seller.

                  5.  Due  Diligence  Investigation.  Buyer  may,  prior  to the
Closing Date,  make or cause to be made such  investigation  of the Business and
properties  of the Business and of its  financial  and legal  condition as Buyer
deems necessary or advisable. Seller will permit Buyer and its authorized agents
or representatives,  including its independent accountants,  to have full access
to the  properties,  books,  and records of the Business at reasonable  hours to
review  information  and  documentation  relative  to  the  properties,   books,
contracts, commitments, and other records of the Business and Assets. If for any
reason the  transactions  contemplated  by this  Agreement are not  consummated,
Buyer and its  representatives  will promptly return to Seller all materials and
documents provided by Seller and all copies thereof, and will hold in confidence
all  confidential  information  obtained  from  Seller,  its  officers,  agents,
representatives, or employees.

                  6.  Assignment  to  Incorporated  Entity.  It is the intent of
Bruce R.  Biddle  and Levis E.  Cothran  to form  prior to  Closing  a  Virginia
corporation  to be known as Coddle  Roasted  Meats,  Inc., or such other name as
designated  by  them  (the  "Corporation"),  and  to  assign  their  rights  and
obligations  under this Agreement and the Transaction  Documents (except for the
Guaranty) to the Corporation to buy and hold the Purchased Assets in the name of
the  Corporation.  Upon  the due and  proper  formation  of the  Corporation  in
accordance  with law, Seller hereby consents to such assignment and upon due and
proper  execution of resolutions of the Corporation in form reasonably  approved
by Seller,  Seller will  release  Bruce R. Biddle and Levis E.  Cothran from any
individual  liability to Seller under this  Agreement and the other  Transaction
Documents  (except for the Guaranty),  provided that nothing herein shall affect
Seller's rights to retain the Nonrefundable Deposit as provided in Section 11.3.


VIII.    CONDITIONS TO OBLIGATIONS OF BUYER

         The  obligations  of Buyer  under  this  Agreement  are  subject to the
satisfaction,  or  the  written  waiver  thereof  by  Buyer,  of  the  following
conditions on or prior to the Closing Date:

                  1.  Representations  and  Warranties  of  Seller.  All  of the
representations  and warranties of Seller contained in this Agreement shall have
been true and correct  when made,  and shall be true and correct in all material
respects on and as of the Closing Date,  except to the extent that changes shall
have been approved in writing by Buyer.

                  2.  Covenants of Seller.  All of the covenants and  agreements
herein on the part of Seller to be complied  with or  performed on or before the
Closing Date, shall have been fully complied with and performed.

                  3. Seller's Certificates.  There shall be delivered to Buyer a
certificate  dated as of the Closing Date and signed by Seller to the effect set
forth in Sections 8.1 and 8.2 as they relate to Seller,  which certificate shall
have the effect of a representation and warranty made by Seller on and as of the
Closing Date.

                  4.  Certificates  of  Authorities;   Corporate  Authorization.
Seller shall have furnished to Buyer (a) a certificate of the State  Corporation
Commission  dated as of a date not more than  twenty  days prior to the  Closing
Date, attesting to the organization and good standing of Seller, and (b) a copy,
certified by the Secretary or Assistant  Secretary of Seller,  of resolutions or
minutes duly adopted by the Board of Directors of Seller duly  authorizing  this
Agreement, the Supply Agreement, and the transactions contemplated hereby.

                  5. No Material Adverse Changes.  There shall not have occurred
any change in the Business,  or the Purchased  Assets that could have a Material
Adverse  Effect,  and Seller shall not have  suffered  any loss  (whether or not
insured) by reason of physical damage caused by fire,  earthquake,  flood, wind,
accident  or other  calamity,  or by reason of any taking by  eminent  domain or
condemnation, which could have a Material Adverse Effect.

                  6. Litigation. At the Closing Date, there shall not be pending
or threatened any  litigation in any court or any  proceeding  before any Agency
(a) in which it is sought to restrain  or prohibit or obtain  damages in respect
of the  consummation  of the  purchase and sale of the  Purchased  Assets or the
other transactions contemplated hereby, (b) that could, if adversely determined,
result in a Material  Adverse Effect,  (c) that could, if adversely  determined,
affect the right or ability to carry on the Business as now conducted, or (d) as
a result of which, in the reasonable  judgment of Buyer, Buyer could be deprived
of the material benefits of its ownership of the Purchased Assets.

                  7. Satisfactory to Buyer's Counsel. All actions,  proceedings,
instruments  and  documents  required to carry out this  Agreement or incidental
thereto,  and all other related  matters shall have been  satisfactory to Payne,
Gates, Farthing & Radd, P.C., counsel for Buyer.

                  8. Opinion of Seller's  Counsel.  Buyer shall have received an
opinion of McGuire, Woods, Battle, and Boothe, L.L.P., counsel for Seller, dated
the  Closing  Date,  to the  effect  that:  (a)  Seller  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth of Virginia, (b) each of Seller, Mules, and Houfek has full power,
authority and legal right to enter into this Agreement,  the License  Agreement,
the  Lease  Agreement,  the  Supply  Agreement,  the  Guaranty,  the  Noncompete
Agreements,   the   Assignment   Agreement,   and   the   Assumption   Agreement
(collectively,  the "Transaction Documents") to which it or he is a party and to
consummate the transactions  contemplated hereby and thereby;  (c) all corporate
actions required to be taken by Seller to approve the "Transaction Documents" to
which it is a party, and the transactions contemplated hereby and thereby and to
authorize  execution and delivery of the Transaction  Documents to which it is a
party and the performance by Seller of its obligations hereunder and thereunder,
have been duly and properly taken, and no further action or approval is required
in order to permit Seller to consummate  the  transactions  contemplated  by the
Transaction Documents; (d) the Transaction Documents have been duly executed and
delivered by Seller,  Mules, and Houfek,  as applicable,  and constitute  legal,
valid and binding  obligations  of Seller,  Mules,  and Houfek,  as  applicable,
enforceable in accordance  with their terms (subject to the  availability of the
discretionary remedy of specific performance and, as to enforcement of remedies,
to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and similar
laws from time to time in effect but excluding any presently pending proceedings
and  the  exercise  by a  court  of its  general  powers  of  equity);  (e)  the
instruments  of transfer of the Purchased  Assets from Seller to Buyer have been
duly  authorized,  executed  and  delivered,  and are legal,  valid and  binding
instruments   enforceable  in  accordance  with  their  terms  (subject  to  the
availability  of the  discretionary  remedy of specific  performance  and, as to
enforcement of remedies, to applicable bankruptcy,  insolvency,  reorganization,
moratorium  and  similar  laws  from time to time in effect  but  excluding  any
presently pending  proceedings and the exercise by a court of its general powers
of equity);  (f) the  execution  and  delivery of the  Transaction  Documents by
Seller,  Mules,  and  Houfek  and the  performance  by  each  of  them of  their
obligations  thereunder  do not  constitute  a violation  of or a default  under
Seller's  certificate  or articles  of  incorporation  or bylaws,  or any writs,
orders,  judgments  or  decrees  by which it is bound and of which  counsel  has
actual  knowledge;  and (g) such counsel has no  knowledge of any action,  suit,
proceeding or  investigation  that would be required by the terms of Section 4.8
to be listed in Schedule 4.8 that is not listed in Schedule 4.8. In the event of
any dispute between the parties  arising from the  Transaction  Documents or the
transactions  contemplated therein,  counsel to Seller shall not be disqualified
from  representing  the  Seller,  Mules  or  Houfek  in any  dispute  resolution
proceeding by virtue of having rendered the referenced opinion letter.

                  9.  Transaction  Documents.  Seller  shall have  executed  and
delivered to Buyer each of the Transaction Documents.

                  10. Individual Noncompete Agreements. Each of Vernon Mules and
Steve Houfek shall have executed and  delivered to Buyer a Noncompete  Agreement
in the form attached hereto as Exhibits F-1 and F-2.

                  11. Release of Encumbrances. All Encumbrances on the Purchased
Assets (other than any imposed or permitted by lenders to Buyer) shall have been
released.

                  12.  Due  Diligence  Investigation.  The  results  of any  due
diligence investigations by Buyer of the Business and the Purchased Assets shall
be satisfactory to Buyer in its reasonable discretion.

                  13.  Financing.  Buyer's  financiers  shall have  approved all
necessary  documents  and  given  their  respective  authorization  to close and
advance the funding.

                  14. Union Matters.  Buyer shall be satisfied that there are no
material unresolved disputes or issues between Seller and the union representing
Seller's employees in connection with effecting the transactions contemplated by
this Agreement.


IX.      CONDITIONS TO OBLIGATIONS OF SELLER

         The  obligations  of Seller  under this  Agreement  are  subject to the
satisfaction,  or the  written  waiver  thereof  by  Seller,  of  the  following
conditions on or prior to the Closing Date:

                  1.  Representations  and  Warranties  of  Buyer.  All  of  the
representations  and warranties of Buyer  contained in this Agreement shall have
been true and correct  when made,  and shall be true and correct in all material
respects on and as of the Closing Date,  except to the extent that changes shall
have been approved in writing by Seller.

                  2.  Covenants of Buyer.  All of the covenants  and  agreements
herein on the part of the Buyer to be complied  with or  performed  on or before
the Closing Date shall have been fully complied with and performed.

                  3. Buyer's Certificates.  There shall be delivered to Seller a
certificate dated as of the Closing Date and signed by the President of Buyer to
the  effect set forth in  Sections  9.1 and 9.2 as they  relate to Buyer,  which
certificate shall have the effect of a representation and warranty made by Buyer
on and as of the Closing Date.

                  4. Certificates of Authorities.  Buyer shall have furnished to
Seller (a) a certificate  of the State  Corporation  Commission  dated as of not
more than twenty days prior to the Closing Date,  attesting to the  organization
and good  standing of Buyer,  and (b) a copy,  certified by the  Secretary or an
Assistant  Secretary  of Buyer,  of  resolutions  duly  adopted  by the Board of
Directors of Buyer duly authorizing this Agreement, the Supply Agreement and the
transactions contemplated hereby and thereby.

                  5.  Injunctions.  At the Closing  Date,  there shall not be in
effect any  injunctions or  restraining  orders  restraining or prohibiting  the
consummation  of the  purchase  and sale of the  Purchased  Assets  or the other
transactions contemplated hereby.

                  6. Satisfactory to Seller's Counsel. All actions, proceedings,
instruments  and  documents  required to carry out this  Agreement or incidental
thereto and all other  related legal  matters  shall have been  satisfactory  to
McGuire, Woods, Battle & Boothe, L.L.P.

                  7. Opinion of Counsel to Buyer.  Seller shall have received an
opinion from Payne,  Gates,  Farthing & Radd, P.C.,  counsel for Buyer, Bruce R.
Biddle ("Biddle"), and Levis E. Cothran ("Cothran"),  dated the Closing Date, to
the effect that (a) Buyer is a corporation duly organized,  validly existing and
in good standing under the laws of the  Commonwealth of Virginia;  (b) Buyer has
full power,  authority and legal right to enter into the  Transaction  Documents
and to consummate  the  transactions  contemplated  hereby and thereby;  (c) the
execution and delivery of the  Transaction  Documents,  and the  performance  by
Buyer of its obligations hereunder and thereunder,  have been duly authorized by
all requisite corporate action, and no further action or approval is required in
order to  permit  Buyer  to  consummate  the  transactions  contemplated  by the
Transaction Documents;  (d) the Transaction Documents have been duly executed by
Buyer and constitute  valid and binding  obligations of Buyer,  and the Guaranty
has been  duly  executed  by Bruce  R.  Biddle  and  Levis E.  Cothran,  and the
Transaction  Documents and the Guaranty are enforceable in accordance with their
terms  (subject  to the  availability  of the  discretionary  remedy of specific
performance  and, as to the enforcement of remedies,  to applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and similar  laws from time to time in
effect but  excluding any presently  pending  proceedings  and the exercise by a
court of its general  powers of equity);  and (e) the  execution and delivery of
the  Transaction  Documents  by  Buyer  and  the  performance  by  Buyer  of its
obligations thereunder do not constitute a violation of or a default under their
respective  certificates or articles of incorporation  or bylaws,  or any writs,
orders,  judgments  or  decrees  by which it is bound and of which  counsel  has
actual  knowledge.  In the event of any dispute between the parties arising from
the Transaction Documents or the transactions  contemplated therein,  counsel to
Buyer shall not be disqualified  from representing  Buyer,  Biddle or Cothran in
any dispute  resolution  proceeding by virtue of having  rendered the referenced
opinion letter.

                  8.  Transaction  Documents.  Buyer  shall  have  executed  and
delivered to Seller each of the Transaction Documents.

                  9.  Guaranty.  Bruce R. Biddle and Levis E. Cothran shall have
executed and delivered to Seller the Guaranty.

                  10.  Financing.  Buyer's  financiers  shall have  approved all
necessary  documents  and  given  their  respective  authorization  to close and
advance the funding.

                  11.  Union  Matters.  Seller shall be  satisfied,  in its sole
discretion,  that there are no material  unresolved  disputes or issues  between
Seller  and  the  union  representing  Seller's  employees  in  connection  with
effecting the transactions contemplated by this Agreement.


X.       INDEMNIFICATION

                  1. Buyer's  Losses.  Seller agrees to indemnify Buyer and save
and  hold it  harmless  from,  against  and in  respect  of any and all  damages
(including,  without  limitation,  amounts  paid  in  settlement  with  Seller's
consent),  losses,  obligations,  liabilities,  liens,  deficiencies,  costs and
expenses,  including,  without limitation,  reasonable attorney's fees and costs
incurred to comply with injunctions and other court and Agency orders, and other
costs  and  expenses  incident  to any  suit,  action,  investigation,  claim or
proceeding or to establish  Buyer's right to  indemnification  hereunder (herein
referred to collectively as the "Buyer's Losses") suffered,  sustained, incurred
or required to be paid by Buyer by reason of (a) the failure by Seller to comply
with applicable laws relating to bulk transfers,  including, without limitation,
the provisions of the Uniform  Commercial Code of the  Commonwealth of Virginia;
(b) any  representation  or  warranty  made by  Seller  in or  pursuant  to this
Agreement or the other  Transaction  Documents  being untrue or incorrect in any
respect;  (c) any failure by Seller,  Mules, or Houfek to observe or perform its
covenants and agreements  set forth in this  Agreement or the other  Transaction
Documents;  (d) any  liability  for product  warranties  or  defective  products
arising from sales of finished  goods  manufactured  and sold by Seller prior to
the  Closing  Date;  (e) any  failure by Seller to perform  its  obligations  in
connection with any of its Employee  Benefit Plans as defined in Section 3(3) of
ERISA;  or (f) any  failure by Seller to satisfy and  discharge  any other debt,
contract, agreement, liability, obligation, commitment,  restriction, disability
or duty,  whether  direct or  indirect,  fixed,  contingent  or  otherwise,  not
expressly  assumed  by  Buyer  pursuant  to this  Agreement  and the  Assumption
Agreement.

                  2. Sellers' Losses.  Buyer agrees to indemnify Seller and save
and hold it harmless  from,  against,  for and in respect of any and all damages
(including,   without  limitation,  amounts  paid  in  settlement  with  Buyer's
consent), losses,  obligations,  liabilities,  claims,  deficiencies,  costs and
expenses,  including,  without limitation,  reasonable attorneys' fees and costs
incurred to comply with injunctions and other court and Agency orders, and other
costs  and  expenses  incident  to any  suit,  action,  investigation,  claim or
proceeding or to establish Seller's right to  indemnification  hereunder (herein
referred to collectively as "Seller's Losses") suffered,  sustained, incurred or
required  to be paid by Seller by reason of (a) any  representation  or warranty
made  by  Buyer  in or  pursuant  to this  Agreement  or the  other  Transaction
Documents being untrue or incorrect in any respect,  (b) any failure by Buyer to
observe or perform its covenants and  agreements  set forth in this Agreement or
the other Transaction Documents,  or any failure by Biddle or Cothran to perform
his  covenants and  agreements  in the  Guaranty,  (c) any liability for product
warranties  or  defective   products   arising  from  sales  of  finished  goods
manufactured  or sold by Buyer  after the  Closing  Date,  or (d) any failure by
Buyer to satisfy and discharge any liability or obligation  expressly assumed by
Buyer pursuant to this Agreement and the Assumption Agreement.

                  3.   Notice   of   Loss;   Indemnified   Party's   Negligence.
Notwithstanding   anything  herein   contained,   the  Indemnifying   Party  (as
hereinafter  defined in Section  10.4)  shall not have any  liability  under the
indemnity  provisions  of this  Agreement  with respect to a  particular  matter
unless a notice  setting forth in reasonable  detail the breach that is asserted
has been given to the Indemnifying Party and, in addition, if such matter arises
out of a suit,  action,  investigation  or  proceeding,  such  notice  is  given
promptly after the Indemnified  Party (as  hereinafter  defined in Section 10.4)
shall  have  been  given  notice  of  the  commencement  of  the  suit,  action,
investigation or proceeding.  Notwithstanding the preceding sentence, failure of
the  Indemnified   Party  to  give  notice   hereunder  shall  not  release  the
Indemnifying  Party from its  obligations  under this  Article X,  except to the
extent the  Indemnified  Party is actually  prejudiced  by such  failure to give
notice.  With respect to Buyer's Losses (as defined below),  Seller shall be the
Indemnifying  Party and Buyer shall be the  Indemnified  Party.  With respect to
Seller's Losses,  Buyer shall be the Indemnifying  Party and Seller shall be the
Indemnified Party. An Indemnified  Party's failure to investigate or lack of due
diligence  occurring  for any  reason  whatsoever,  shall not (a)  constitute  a
defense to any action or proceeding  brought by the Indemnified Party to enforce
his  or  its  rights  under  this  Article  X,  (b)  excuse  performance  by the
Indemnifying  Party of its obligations  under this Article X, or (c) entitle the
Indemnifying  Party to any right of setoff or counterclaim  against amounts owed
under this Article X.

                  4.  Right to  Defend.  Upon  receipt  of  notice  of any suit,
action,  investigation,  claim or proceeding for which  indemnification might be
claimed by an  Indemnified  Party,  the  Indemnifying  Party  shall be  entitled
promptly to defend,  contest or otherwise protect against any such suit, action,
investigation,  claim or proceeding at its own cost and expense. The Indemnified
Party shall have the right,  but not the  obligation,  to participate at its own
expense  in  a  defense  thereof  by  counsel  of  its  own  choosing,  but  the
Indemnifying  Party  shall  be  entitled  to  control  the  defense  unless  the
Indemnified  Party has  relieved  the  Indemnifying  Party from  liability  with
respect to the particular  matter or the Indemnifying  Party fails to assume the
defense of the matter.  If the  Indemnifying  Party fails to defend,  contest or
otherwise   protect  in  a  timely  manner   against  any  such  suit,   action,
investigation,  claim or proceeding, the Indemnified Party shall have the right,
but not the  obligation,  to defend,  contest or otherwise  protect  against the
same, and make any compromise or settlement  thereof and recover the entire cost
thereof  from the  Indemnifying  Party  including  reasonable  attorneys'  fees,
disbursements  and  all  amounts  paid  as  a  result  of  such  suit,   action,
investigation,  claim or  proceeding or the  compromise  or settlement  thereof.
However,  if the Indemnifying Party undertakes the defense of such matters,  the
Indemnified Party shall not, so long as the Indemnifying  Party does not abandon
the defense  thereof,  be entitled to recover  from the  Indemnifying  Party any
legal  or other  expenses  subsequently  incurred  by the  Indemnified  Party in
connection  with  the  defense  thereof  other  than  the  reasonable  costs  of
investigation undertaken by the Indemnified Party with the prior written consent
of the Indemnifying Party.

                  5.   Cooperation.   Seller  and  Buyer,   and  each  of  their
affiliates,  successors  and  assigns  shall  cooperate  with each  other in the
defense of any suit, action, investigation, proceeding or claim by a third party
and, during normal business hours, shall afford each other access to their books
and  records  and  employees  relating  to  such  suit,  action,  investigation,
proceeding  or claim and shall  furnish each other all such further  information
that they have the right and power to furnish as may  reasonably be necessary to
defend such suit, action, investigation, proceeding or claim.


XI.      TERMINATION

                  1. Termination. This Agreement may be terminated and abandoned
at any time prior to or on the Closing Date:

                  2. Mutual  Consent.  By the mutual consent in writing of Buyer
and Seller.

                  3. By Buyer.  By Buyer in writing if any of the  conditions to
the obligations of Buyer  contained  herein shall not have been satisfied or, if
unsatisfied, waived as of the Closing Date.

                  4. By Seller. By Seller in writing if any of the conditions to
the obligations of Seller herein  contained shall not have been satisfied or, if
unsatisfied, waived as of the Closing Date.

                  5.  Closing  Delayed.  By Buyer or  Seller in  writing  if the
Closing shall not have occurred by April 15, 1997.

                  6. No Further Force or Effect. In the event of termination and
abandonment of this Agreement  pursuant to the provisions of Section 11.1,  this
Agreement  shall be of no further  force or effect,  except for  Sections  10.1,
10.2, 11.3, and the post-termination  provisions of Section 7.5, which shall not
be affected by termination of this Agreement.

                  7.  Non-Refundable   Deposit.  In  consideration  of  Seller's
execution of the Letter of Intent dated March 3, 1997,  and its Agreement to the
"No Shop"  Provision  as provided in  paragraph  13 therein,  Buyer has provided
Seller with a Non-Refundable Deposit of Fifty Thousand Dollars ($50,000.00). The
Non-Refundable  Deposit  shall be applied  against  payment of the Base Price as
provided in Section 2.2 of this Agreement. Buyer acknowledges and agrees that in
consideration  of  and in  reliance  upon  the  Non-Refundable  Deposit,  Seller
declined  the  opportunity  to  enter  into a  letter  of  intent  with  another
prospective purchaser,  and that whether or not the transaction  contemplated by
this Agreement  closes,  the  Non-Refundable  Deposit is, except in the event of
Seller's material breach, Act of God, or Material Adverse Change in the Business
or  the  Purchased   Assets  not   reasonably   foreseeable   by  Buyer,   fully
non-refundable  and shall be deemed to be liquidated damages in full payment for
Seller's costs, efforts, and lost business  opportunities in connection with the
Letter of Intent, this Agreement, and the transactions contemplated thereby.


XII.  MISCELLANEOUS

                  1.  Expenses.  Each party will bear its own legal,  accounting
and other costs incurred in connection with the transaction contemplated hereby.

                  2.  Notices.  All  notices,  requests or other  communications
hereunder  shall be in writing,  addressed to Seller or Buyer,  at the following
addresses:
<TABLE>
<S> <C>
(i)  If to Seller:                                         with copy to:

Mr.  Vernon Mules, Chairman                                William R. Waddell, Esquire
Doughtie's Foods, Inc.                                     McGuire, Woods, Battle and Boothe, L.L.P.
P.O. Box 7229                                              World Trade Center - Suite 9000
115 Chautauqua Avenue                                      101 West Main Street
Portsmouth, VA   23707                                     Norfolk, VA    23510-1655

Telephone (757) 399-6007                                   Telephone:    (757)  640-3700
                                                           Telecopier:   (757)  640-3701


(ii)  If to Buyer:                                         with copy to:

Mr. Bruce R. Biddle                                        Charles E. Payne, Esquire
824 Oldham Road                                            Payne, Gates, Farthing & Radd, P.C.
Virginia Beach, VA   23464                                 Attorneys and Counsellors at Law
                                                           Fifteenth Floor, Dominion Tower
Telephone:   (757) 487-5215                                999 Waterside Drive
                                                           Norfolk, VA 23510

                                                           Telephone:        (757) 640-1500
                                                           Telecopier:       (757) 627-6583
</TABLE>
The  address of either  party may be changed by giving  notice in writing at any
time to the other party.  Any notice to be given under this  Agreement  shall be
deemed  duly  given if (i)  delivered  personally,  (ii)  sent by  telecopy  and
acknowledged by recipient, (iii) delivered by overnight express, or (iv) sent by
United States registered or certified mail, postage prepaid.  Any notice that is
delivered  personally,  or sent by telecopy or  overnight  express in the manner
provided  herein shall be deemed to have been duly given to the party to whom it
is directed upon actual receipt (and, in the case of telecopy acknowledgment) by
such  party.  Any notice  that is  addressed  and mailed in the manner  provided
herein shall be  conclusively  presumed to have been given to the party to which
it is addressed at the close of business,  local time of the  recipient,  on the
third day after it is so placed in the mail.

                  3. Entire Agreement;  Modification and Waiver.  This Agreement
sets  forth  all  of  the  promises,  covenants,   agreements,   conditions  and
understandings   between  the  parties  hereto  and  supersedes  all  prior  and
contemporaneous  agreements  and  understandings,   inducements  or  conditions,
expressed or implied, oral or written. This Agreement may be amended,  modified,
superseded  or  canceled  and  any of  the  terms,  covenants,  representations,
warranties  or  conditions  hereof or any breach  thereof  may be waived only in
writing  signed by Sellers and Buyer,  or in the case of a waiver,  by the party
waiving  compliance.  No waiver by any party of any condition,  or the breach of
any term,  covenant,  representation  or warranty  contained in this  Agreement,
whether  by  conduct  or  otherwise,  in any one or  more  instances,  shall  be
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or of the  breach of any other  term,  covenant,
representation or warranty set forth in this Agreement.

                  4.  Governing  Law. This  Agreement  shall be governed by, and
construed  and enforced in  accordance  with,  the laws of the  Commonwealth  of
Virginia.

                  5. Captions. The captions of the various Articles and Sections
are for convenience of reference only and shall not affect the interpretation of
the provisions hereof.

                  6. Successors and Assigns.  This Agreement may not be assigned
by any party except with the prior written  consent of the other  parties.  This
Agreement,  and all of the terms,  covenants and representations,  or warranties
and  conditions  hereof,  shall be binding upon, and inure to the benefit and be
enforceable by, the parties hereto and their successors and assigns.  Nothing in
this Agreement,  express or implied,  is intended to confer or shall confer upon
any person other than the parties hereto, their successors and permitted assigns
any rights or remedies under or by reason of this Agreement.

                  7.  Survival.  All covenants and  agreements set forth in this
Agreement, or any agreement furnished pursuant hereto, shall survive the Closing
and  any  investigation   made  by  or  in  behalf  of  any  party  hereto.  All
representations  and warranties set forth in this Agreement,  or any schedule or
document  furnished   pursuant  hereto,   shall  survive  the  Closing  and  any
investigation  made by or in behalf of any party hereto for a period of one year
from  the  Closing  Date;  provided,   however,  that  the  representations  and
warranties  in the first  sentence  of Section 4.3 shall  survive  indefinitely,
Section 4.12 shall survive until the statutes of  limitations  applicable to the
matters covered by such Section have expired, running from the Closing Date.

                  8. Schedules and Certificates. All statements contained in any
disclosure  schedule,  certificate or other instrument delivered by or on behalf
of the parties  hereto,  or in  connection  with the  transactions  contemplated
hereby,   are  an  integral  part  of  this  Agreement,   and  shall  be  deemed
representations and warranties hereunder.

                  9. Facts "Known" to a Corporation.  Whenever a  representation
or  warranty  is made  herein  as  being  "to the  best of  knowledge,"  "to the
knowledge  of," or  "known" to a party,  it is  understood  and  agreed  that an
individual  will be deemed to have  "knowledge"  of a  particular  fact or other
matter if: (a) such  individual is actually  aware of such fact or other matter;
or (b) a prudent  individual  could be expected to discover or otherwise  become
aware of such fact or other  matter in the  course of  conducting  a  reasonably
comprehensive  investigation  concerning  the  existence  of such  fact or other
matter. A party,  person, or entity (other than an individual) will be deemed to
have  "knowledge" of a particular  fact or other matter if any individual who is
serving,  or who  has at any  time  served,  as a  director,  officer,  partner,
executor,  or  trustee  of such  party,  person,  or entity  (or in any  similar
capacity) has, or at any time had, knowledge of such fact or other matter.

                  10.  Severability.  If any  provision  or  provisions  of this
Agreement or any portion of any  provision  hereof,  shall be deemed  invalid or
unenforceable  pursuant  to a final  determination  of any  court  of  competent
jurisdiction or as a result of future legislative  action, such determination or
action shall be  construed  so as not to affect the  validity or  enforceability
hereof and shall not affect the validity or effect of any other portion hereof.

                  11. Bulk Transfer Laws.  Buyer  acknowledges  that Seller will
not comply with the provisions of any bulk transfer laws of any jurisdiction in
connection with the transactions contemplated by this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have duly  executed  or caused this
Agreement to be duly  executed by their  authorized  officials as of the day and
year first above written.

                                    DOUGHTIE'S FOODS, INC.

                                    By: /S/ Marion S. Whitfield
                                    ---------------------------

                                    Its: Senior Vice President


                                    /s/ Bruce R. Biddle
                                   ---------------------------


                                    /s/ Levis E. Cothran
                                   ---------------------------


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


                                    /s/ Steve Houfek
                                   ---------------------------







<PAGE>

SCHEDULES

1.1A     Purchased Assets
1.1B     Excluded Assets
1.2      Assumed Purchase Orders
2.3      Wholesale Prices for Finished Goods
4.3      Material Assets Not Conveyed
4.6      Contracts
4.8      Litigation
4.9A     Non-Compliance with Laws
4.9B     Material Permits
4.11     Taxes
4.12     Consents
4.17     Affiliates

EXHIBITS

A        Products
B        Promissory Note
C        Guaranty of Bruce Biddle
D        Product Supply Agreement
E        License Agreement
F        Doughtie's Noncompete Agreement
F1       Mules Noncompete Agreement
F2       Houfek Noncompete Agreement
G        Lease Agreement
H        Assumption Agreement
I        Assignment Agreement



<PAGE>

                      EXHIBIT A TO ASSET PURCHASE AGREEMENT



"Products" means cooked roast beef,  cooked and raw corn beef,  cooked pastrami,
cooked pot roast,  cooked Philly shave steak,  cooked meat loaf, cooked pork and
beef  marinated  products,  and sweet  pickle  corned  beef,  including  without
limitation,  the products listed on the attached  Manufacturing  Inventory Value
Report Count.