EXHIBIT (a)(1)

                                    AGREEMENT
                                     between
                           BAKERY, CONFECTIONERY, AND
                                TOBACCO WORKER'S
                              INTERNATIONAL UNION,
                              AFL-CIO, LOCAL NO. 66
                                       and
                             DOUGHTIE'S FOODS, INC.



                                 For the period:

                    November 2, 1998 through November 9, 2001

[Index omitted]

THIS AGREEMENT is made this 2nd day of November, 1998, by and between DOUGHTIE'S
FOODS, INC., hereinafter referred to as "COMPANY" and the BAKERY, CONFECTIONERY,
AND TOBACCO  WORKER'S  INTERNATIONAL  UNION,  Local No. 66,  affiliated with the
BAKERY,   CONFECTIONERY  AND  TOBACCO  WORKER'S   INTERNATIONAL  UNION,  AFL-CIO
hereinafter referred to as "UNION".

WITNESSETH

That for the  purpose of mutual  understanding  and in order  that a  harmonious
relationship  may  exist  between  the  Company  and the  Union  to the end that
continuous and efficient service will be rendered to and by both parties for the
benefit of both, it is hereby agreed that:


 ARTICLE I.                RECOGNITIONS & UNION SECURITY

Section 1. - Recognition

The Company recognizes the Union as the exclusive representative for the purpose
of collective  bargaining  with respect to rates of pay,  hours of employment of
the employees and other conditions of employment in the  classifications  listed
in Appendix A, attached  hereto,  located in its Portsmouth,  Virginia plant and
it's leased annex facility in Norfolk,  Virginia.  This  recognition will not be
extended to any new types of  businesses  the  Company  may develop  unless that
business is performed in the Portsmouth,  Virginia plant or the currently leased
annex  facility in Norfolk,  Virginia.  Should  Doughtie's  Foods  relocate  its
current facilities within the Hampton Roads area, the recognition criteria above
would be extended to those new facilities.

Section 2. - Discrimination

Both of the  parties to this  Agreement  agree  that they will not  discriminate
against any  employee  or  prospective  employee  because of his/her  age,  sex,
religion, national origin or Union affiliation.

Section 3. - Plant  Visitations

The business  representative of the Union,  bearing  credentials from the Union,
shall be  allowed  in the plant for the  purpose of  conducting  Union  business
during  working  hours at  reasonable  times  provided  that  there  shall be no
interference with work. Union  representative will provide advance notice to the
company and will check in with management upon arrival.

Section 4. - Union Initiation Fees and Dues

The Company will deduct from the pay of the employees covered by this agreement,
who  authorize  it to do so, Union  initiation  fees and monthly dues during the
time of this  agreement,  and any extension  thereof,  unless and until any such
authority  is revoked,  in writing,  by the  employee  who has  authorized  such
deduction.  It is  further  agreed  that,  in the event  Union  ceases to be the
representative of the employees, all authorization for the said deductions shall
be considered  revoked,  canceled and ineffective for any and all purposes.  The
Company  shall be required to deduct Union fees and dues which it is  authorized
to  deduct,  as herein  above  provided,  weekly in the  amount of $4.84 and the
company  shall not be required  to deduct  dues in excess of the current  weekly
dues and  delinquent  dues for two weeks.  The Company agrees to remit once each
month the total  amount of fees and dues  collected as  hereinabove  provided to
such official as Union may designate.

The  Company  shall  not be  required  to  accept  any  authorization  for  such
deductions unless such authorization is in the following form:

"ASSIGNMENT OF UNION DUES"

Date___________________________________

I,   ___________________________,   an  employee   of___________________  hereby
authorize  said  Company to deduct  from my wages the sum of $  _____________for
initiation fee and each week  thereafter my Union  membership dues in accordance
with  the  by-laws  of  the   Bakery,   Confectionery,   and  Tobacco   Worker's
International  Union,  Local No. 66, AFL-CIO,  of which I am a member. I further
authorize  the amount so deducted to be turned over each month to the  Financial
Secretary of said Union.

This  authorization and assignment shall be effective until the anniversary date
of the current  Labor  Agreement  between the Company and the Union,  or for one
year from the date hereof,  whichever  period shall be shorter.  Upon failure to
give the Bakery,  Confectionery and Tobacco Worker's  International Union, Local
No.  66,  and my  employer  written  notice  within  ten (10)  days  before  the
anniversary  date,  that I do not  want to  renew  this  assignment,  then  this
agreement shall continue in force and effect and automatically  renew itself for
a period  of one year and from year to year  thereafter,  until  such  notice is
given.

Given under my hand and seal this ______________ day of  _____________________ ,
 .

                        _________________________ (SEAL)


Section 5. - Shop Steward

The union may  appoint or elect  members of this local to act as shop  stewards,
whose  duty it shall be to see that this  agreement  is not broken by either the
Company or the Union.

The shop steward or business representative of the Union will at all times, upon
request,  have  the  right to take up any  questions  with  management,  with or
without the employee  involved.  This will be done at a time mutually  agreed by
both parties.

Section 6. - Joint Literacy Clause

The Company and the Union shall appoint a joint committee, which shall meet over
the life of the agreement to develop joint  approaches to promoting  "work place
literacy."  The  committee  shall  attempt to determine  the extent to which the
employees need to improve their reading and written communication skills and the
extent to which  instruction  in the English  language is needed.  The committee
shall also compile an estimate of what  resources  are needed to establish  this
program which will meet the needs of the employees and the company.

If the  parties  agree to  establish  such  programs it is  understood  that the
program will be funded by the company,  and will include union  participation in
course design and content.

If an employee is taken off the job to participate in planning  meetings,  it is
further  agreed  that  the  Company  will pay the  union  members  of the  joint
committee at their regular straight time spent at the meeting.

Section 7. - Technology Clause

The Company agrees to provide the training and retraining  necessary for present
employees  to acquire the  necessary  skills to perform  work on new  equipment,
including  any newly  created jobs, or to perform other work to which they might
be  reassigned  or  transferred.  The Company  will notify the  department  shop
steward and the business agent or chief steward of these changes or job openings
as they occur.

Section 8. - Orientation Clause

Upon hiring new  employees,  the Company  agrees to  introduce  new  employee to
department union steward.

 Article II.                        MANAGEMENT RIGHTS

Union recognizes that, subject to the express provisions of this agreement,  the
supervision,  management  and  control  of the  Company's  business  operations,
working  forces and premises  are  exclusively  vested in the  Company.  Without
limiting the generality of the foregoing,  Union recognizes that, subject to the
express   provisions  of  this  Agreement,   the  following  rights  are  vested
exclusively in management:  to plan, direct and control the Company's  business,
operation  location,  methods  and  working  force;  to hire,  suspend,  assign,
promote,  demote,  transfer or lay-off  employees and to discipline or discharge
employees for just cause; to determine reasonable  standards of performance;  to
introduce or discontinue any operation;  and to require employees to observe the
Company's rules and regulations not inconsistent with this Agreement.


 Article III.                               SENIORITY


Section 1. - Probationary Period

During the first sixty (60) calendar days of employment, a new employee shall be
on a trial basis,  shall not acquire seniority rights,  and may be discharged at
the  discretion  of the Company.  Probationary  employees  will be supplied with
temporary foot covering during this period in processing areas only.


Section 2. - Application of Seniority

In the matter of filling a job vacancy or in making lay-offs,  and recalls,  the
ordinary rules of seniority and fitness for the work shall apply.

All employees have seniority rights in all departments.

Drivers  with five (5) years of more  seniority  will not be used as extras more
than once each week  unless  on the day they are  extra,  they end up  running a
route on the day they are an extra.  Anytime during the week they are an "extra"
and end up  running a route will not count  towards  the  "once-per-week"  extra
assignment  rule.  Additionally,  Drivers with five (5) or more years  seniority
will not be considered  for "extra" driver  assignment on Saturdays  without the
Driver's permission.

Any employee's seniority shall be broken if he:

1. Quits.
2. Is discharged.
3. Is absent on any three (3) days without notice or excuse  mutually  agreeable
to employer and  employee.  4. Fails to report after a lay-off  within seven (7)
calendar days after the Company sends to the last address known to the Company a
written  notification  to return to work.  5. Has been out of  employment by the
Company for a period of six (6) months.  6. Has been out of bargaining  unit for
91 days.  7.  When two (2) or more  employees  are  hired on the same  day,  the
Company shall determine their relative seniority.

Section 3. - Job Vacancies

When new jobs are created or vacancies occur, notice of the availability of such
job shall be posted for a period of seventy-two (72) hours  (excluding  Saturday
and Sunday hours) for bids. In the event that an eligible  bidder is on vacation
during  such  seventy-two  (72) hour  period  and the job is  awarded to another
employee,  the  vacationing  employee  shall  have the right to bid on such jobs
within  forty-eight  (48)  hours of  his/her  returning  from  vacation.  If the
employee  returning from vacation is the ultimately  successful  candidate,  the
previously  selected  employee shall be returned to his/her previous position at
his/her prior rate of pay for such previous position.

The Company will move the  transferred  employee to the new  position  within 30
calendar   days  with  the   exception  of  special   circumstances.   Under  no
circumstances  will the move not be made within 90 days without mutual agreement
between the Company and the employee.  The employee  chosen for the job shall be
given a fifteen (15) working day training period.  The Company will evaluate the
employee's  performance  with the employee  within the fifteen (15) day training
period if the employee's performance is unsatisfactory.  An additional period of
up to five (5) working  days will be allowed,  if required to allow the employee
at least five working days to correct unsatisfactory  performance. At the end of
the training period of which he/she has not done the work satisfactorily,  which
determination  shall be made solely by the Company,  he/she shall be returned to
his/her old job at his/her  former rate of pay. If the training  employee's  job
performance  jeopardizes safety,  equipment,  or business, the employee shall be
immediately removed from the new position and returned to their old job.

In the event of a vacancy  occurring  for a truck  driver  job,  the  successful
bidder must have a Department of Motor Vehicle driving record  acceptable by the
Company,  must pass a written examination for drivers,  and also successfully be
certified  in a road test as  possessing  sufficient  driving  skill to  operate
safely the type of commercial motor vehicle used by the Company. (No unqualified
employees will be required to operate a motor  vehicle.).  All other  provisions
set forth in the previous paragraph shall be applicable. Truck drivers must have
a Department of Motor  Vehicles  driving record  acceptable by the Company,  and
have a Commercial Drivers License.

Section 4. - Job Transfers

Job transfers between any classification  will be authorized.  Employees may not
transfer  into another  position  until after they have been  employed one year.
Employees with less than one year will be authorized to sign postings;  but will
not be eligible for transfer  unless  management  authorizes.  Employees  with a
disciplinary  suspension on file within the last 180 days on the job will not be
permitted  to  transfer.  When an employee  does  transfer  from one position to
another, they will not be permitted to transfer

again for one year  unless  management  initiates  the  transfer.  If the senior
person that has signed the job posting is  disqualified  for reasons above,  the
next senior person will be selected.  If none of the  employees  signing the job
posting is qualified, the position will be posted one additional time before the
Company hires from outside the Company.

Section  5. - Extra Work (Does not apply to the  continuation  of regular  shift
work).

Extra work shall go to the employee  with the most  seniority in the  employee's
respective division  (manufacturing or distribution) as long as this employee is
qualified to perform the necessary job (which  qualification  will be determined
by management).  If no senior employee  desires the extra work, the least senior
employee is required to work. This does not apply to the continuation of regular
shift work.

Section 6. - Lay-off

Lay-offs;  with the  exception of drivers,  will be  accomplished  by seniority.
Probationary  employees  shall  be  laid  off  first.  If  further  layoffs  are
necessary,  the last  person  hired shall be the first laid off. In the event of
recall,  employees  shall be recalled in the reverse order of layoff  subject to
the same condition.

Truck Driver  lay-offs;  The driver with the least  seniority will be the driver
who will be laid off. If this driver has the lowest  seniority in the  Division,
he will be on lay-off status.  If this driver is not the lowest senior employee,
this driver will be  transferred  to the lowest senior  employee's  job in their
division. At that point the lowest senior person will go on lay-off status.


 Article IV.               HOURS OF WORK & OVERTIME

Section 1. - Workweek

A. The regular  workweek  shall  begin at 12:01 a.m.  on Sunday and  conclude at
12:00 p.m.  midnight  Friday and employees  must report to work at any scheduled
time except in the case of a bona fide emergency.  An emergency shall be defined
as a natural disaster,  fire, any other act of God or a customer service related
emergency.  Employee must report to work when  requested by their  supervisor in
the case of a bona fide  emergency.  Any employee  required to work in excess of
eight (8) hours in any day or forty  (40)  hours in any  workweek  shall be paid
overtime as provided in this Agreement.  All work performed on Saturday shall be
paid at the rate of time and one-half (1 1/2).

B. It is agreed that six (6) minutes per day is a  reasonable  time for clocking
in after the scheduled start time before any employee is considered tardy. If an
employee  punches in after the scheduled start time more than twice in any week,
the six (6) minute grace period will be waived and the third late  incident in a
week will be considered a tardy for reporting purposes.

C. The day will begin at the posted  scheduled  time and end when the supervisor
authorizes the employee to leave.

Section 2. - Posting of Work Schedule

Schedules  should be posted on  Wednesday of each week and in no case later than
Thursday,  showing  the work days and hours of each  employee  for the  workweek
Sunday through  Saturday.  Every effort shall be made to adhere to this schedule
as closely as possible but both parties should understand that some variable may
occur due to the nature of the business.

Section 3. - Daily Guarantee and Call In

A. Each regular employee who reports for work upon request by management,  shall
be guaranteed  not less than  thirty-six  (36) hours per week,  provided they do
whatever  work is assigned to him or her.  When a holiday  occurs in a workweek,
each employee shall be guaranteed not less than twenty-eight (28) hours work per
week.

Such guarantee is contingent upon there being no emergency  condition beyond the
Company's control, which prevents or interferes with the normal operation of the
business.


B.  Whenever  any truck driver is scheduled to report to work and does report at
the time  specified,  such  employee  shall be  guaranteed  two (2)  hours  pay,
provided  that said  employee  remains  on the job until  released  by the night
dispatcher. The night dispatcher has permission to retain any driver if required
by management.  The two (2) hour pay will include the time while waiting for the
dispatcher's release.

Drivers  with  higher  seniority  who come to work and find their route has been
cut,  can bump the driver  with less  seniority,  only if the senior  driver can
perform the route within 1 1/2 hours of Roadnet time.  Any driver who reports to
work and then tells  management that they cannot work for any reason will not be
guaranteed two hours pay.

Section 4. - Overtime

A. Rate of Pay. Each employee  shall be paid for all work performed in excess of
eight (8) hours a day or forty (40) hours in a regular  workweek  at the rate of
one and one-half (1 1/2) times his regular straight time hourly rate,  whichever
is greater but not both.

B. No  Pyramiding  of  Overtime.  Time and one-half (1 1/2) shall be paid on the
weekly or daily  basis,  whichever  is  greater,  but in no case both.  In other
words,  any hours for which  overtime  is payable on a daily  basis shall be set
aside or excluded in determining the amount of overtime on a weekly basis.

C. Rest Period Overtime. Each employee is entitled to an unbroken rest period of
at least twelve (12) hours between  shifts,  and any employee,  except for truck
drivers,  requested to work during his/her twelve (12) hour rest period shall be
paid for such work at the rate of one and one-half (1 1/2) times his/her regular
straight  time hourly rate  provided  they do whatever work is assigned to them.
Truck drivers should have at least an eight (8) hour rest period between shifts.
No disciplinary action may be taken against a truck driver unless he/she has had
his or her eight (8) hours rest period.

D.  Offsetting of Overtime.  No employee shall be given time off for the purpose
of offsetting overtime.

Section 5. - Incentive Programs

The Union has  agreed to allow the  Company to  initiate,  install  and  operate
incentive programs,  which will allow employees to earn extra dollars over their
regular pay.


 Article V.                         REST AND LUNCH PERIODS

Section 1. - Rest Periods

A. Each  employee  shall be given a fifteen (15) minute paid rest period  during
the third (3rd) hour of work and a fifteen  (15) minute paid rest period  during
the seventh  (7th) hour of work.  An unpaid  lunch period of thirty (30) minutes
shall be given after the fourth  (4th) hour of work and be  completed by the end
of five and one-half (5 1/2) hours of work.  If any employee is required to work
ten (10) or more hours in one day, an  additional  fifteen (15) minute period of
rest shall be given such employee at the end of the tenth (10th) hour.

B. When a driver is required to work in excess of ten (10) hours in any one day,
the Company  shall  provide a $3.75 supper  allowance to said  employee.  In the
event of an  emergency  arising due to  mechanical  or tire  failure  beyond the
driver's control which necessitates a delay beyond twelve (12) hours, the driver
affected shall receive an additional $1.25 supper allowance.

Section 2. - Physical Relief

Necessary  physical relief will be granted within reason without  discrimination
of any source.  Physical  relief is defined as bladder,  or  intestinal  relief.
Freezer and Seafood  Department  workers  will be  permitted  to come out of the
freezer  for five (5) minutes to get warm after any  continuous  exposure in the
freezer of ninety (90) minutes.

Section 3. - Drinking Water

Cool  drinking  water is to be available at all times for the employees in their
working areas.

Section 4. - Lunch Periods

A thirty (30) minute  period shall be allowed for lunch each day, and such lunch
period shall be excluded from the working hours. In an emergency, which shall be
determined  solely by the Company,  the Company may schedule a sixty (60) minute
lunch period all of which time shall be excluded from working hours.

All  employees,  with the exception of drivers on the road,  will be required to
punch out and in for their lunch period.

 Article VI.                     WAGES & CLASSIFICATIONS

The  classifications  and rate of pay are set  forth  in  Appendix  A,  which is
attached hereto and made a part hereof.


 Article VII.                               HOLIDAYS/SICK LEAVE

Section 1. - Holidays

Each employee shall receive the following holidays with eight (8) hours pay:

New Years Day                       Thanksgiving Day
Memorial Day                        July 4th
Christmas Day                       Labor Day

Those employees who work on a holiday shall observe a work holiday within ninety
(90) days of such  holiday.  The exact day shall be mutually  agreed upon by the
Company and employee.  If an employee is denied the day off that is requested to
be  taken  as a  result  of  having  worked  a  holiday,  they  will be given an
additional  30 day period to take the day off.  The employee  must  complete and
turn in to their  supervisor  a written  extension  request  form  which will be
provided by Management.

In  addition  to the above  holidays,  an employee  shall  receive one  personal
holiday per  calendar  year of his/her  choosing  as long as fourteen  (14) days
notice  is given to  management.  This  holiday  cannot  conflict  with  another
employee's  personal  holiday,  or the three holiday weeks, or for Day Warehouse
Shift  employees,  the week  before  the Food  Show , which are set aside as "no
vacation weeks" by management.

Section 2. - Qualifications of Holiday Pay

A. In order to receive pay for any such holiday,  the employee must have been in
the employ of the Company  for at least  thirty  (30)  calendar  days and worked
his/her regular  scheduled work day preceding and his her regular scheduled work
day next  following  such  holiday.  In the event that an  employee is unable to
complete his/her regular scheduled work day preceding, immediately following, or
the day of the holiday, he/she shall receive a pro-rata amount of holiday pay in
direct proportion to the hours worked on either day, provided that such employee
is excused by his/her supervisor.

B. If an employee is required to work on a holiday, he/she shall receive one and
one-half (1 1/2) times his/her  regular  straight time hourly rate for all hours
worked on such  holiday in addition to his/her  holiday  pay. An employee who is
scheduled to work on any holiday and does not work shall receive no pay for such
holiday.

C. If an  employee  is absent on any such  regular  scheduled  work day due to a
bona-fide  excuse or sickness that can be  legitimately  documented  prior to or
after a holiday,  or on the actual  holiday  that said  employee is scheduled to
work,  they shall receive their  holiday pay provided they have  performed  work
within the two (2) week period  prior to the holiday  week or during the holiday
work week  itself.  In the event that a dispute  arises over the  legitimacy  of
documentation,  the Company and the Union agree that it shall be resolved by the
use of the grievance procedure, short of arbitration.

D. If an employee works on a holiday, the hourly rate of the holiday shall equal
the pay of the job the employee is doing on that day.

Section 3.  Sick Leave

         Effective  January 1, 1999,  Employees will be entitled to two (2) paid
sick days per calendar  year.  Any sick day paid will not be counted as a day of
absence against the employee's attendance record.


 Article VIII.                              VACATIONS

Section 1.

Regular  employees who work not less than 1600 hours in their  anniversary  year
shall be entitled to vacation with pay, as follows:

One week................................... after one year of employment
Two weeks................................. after three years of employment
Three weeks.............................. after eight years of employment
Four weeks................................ after twelve years of employment
Five weeks................................ after eighteen years of employment

Regular part-time  employees are employees  regularly scheduled to work at least
three (3) six (6) hour work days a week. The yearly minimum work  requirement of
a part-time  employee for vacation  shall be 750 hours and after one (1) year of
employment,  part-time employees who qualify shall be given a pro-rated vacation
based on the above schedule for regular employees.

No employee, either regular or part-time,  shall be entitled to a vacation until
he/she has been on the active payroll for period of one (1) year.

A regular employee or a regular part-time employee, who due to illness,  injury,
or  pregnancy  leave,  works less than the time above  required  for a vacation,
shall be entitled to a pro-rated  vacation and pay therefore,  based upon actual
number of hours  worked  during  the above  required  length  of  service  for a
vacation.

Section 2.

Vacation  pay for  regular  employees  shall be forty (40) times the  employee's
regular straight time hourly rate for each week of vacation.

In order to receive  such  vacation  pay,  an  employee  must leave work for the
applicable vacation period.

Section 3.

If an  employee  has  earned a two (2) or more weeks  vacation,  he/she may take
his/her weeks  consecutively.  The vacation  period shall be between January 1st
and December  31st.  The vacation  schedule for the ensuing year shall be posted
during the entire  month of December  and each  employee  shall  select  his/her
vacation time therefrom for the ensuing year in accordance with their seniority:
employees  with  eight (8) years or more  seniority  will make  their  selection
during the first week; employees with five (5) years or more seniority will make
their selection  during the second week;  employees with three (3) years or more
seniority will make their  selection  during the third week and the remainder of
the workforce will make their selection during the fourth week. A seniority list
will be posted  beside  the  vacation  schedule  so there  will be no  questions
regarding seniority. When the vacation list has been approved by the Company, no
changes will be made,  except by mutual agreement and under no circumstances may
a more senior employee "bump" a lesser senior employee.

Whenever a holiday listed in Article VIII, Section 1, falls within an employee's
vacation  period,  the employee  shall receive an extra day's pay in addition to
his/her  vacation  pay if its is mutually  agreeable to both the Company and the
Union.

Because of peak demand in our  business,  the week before each of the  following
holidays  will not be available to  employees.  These holiday weeks are Memorial
Day, 4th of July and Labor Day. The week that the holiday is celebrated  will be
available.  The week  before the Food Show will not be  available  for Day Shift
Warehouse employees.

Section 4.

Each employee  shall receive  his/her  vacation pay  immediately  before his/her
vacation starts.

Section 5.

Any employee whose service is terminated after his/her first service anniversary
shall, unless he/she was discharged for dishonesty,  be entitled to vacation pay
in accordance with the following schedule:

Completed Months of Service
Since Last Service Anniversary                          Vacation Pay
------------------------------                          ------------

Less than six (6) months.....................................None
Six (6) months.............................................. 6/12
Seven (7) months...........................................  7/12
Eight (8) months...........................................  8/12
Nine (9) months............................................  9/12
Ten (10) months.............................................10/12
Twelve (12) months..........................................11/12

If an employee has been granted a vacation  prior to the end of the  anniversary
year which  entitled  him to such  vacation  and fails to  complete  the year of
service  required  for such  vacation,  he/she  shall  refund  the  Company  the
difference  between the vacation pay he/she  received and the  pro-rated  amount
he/she would have been paid by reason of his/her service having terminated prior
to the end of his/her anniversary year.


 Article IX.                        LEAVES OF ABSENCE

Section 1. - Military Leaves

Company  and Union  agree to abide by the  terms of the  Selective  Service  and
Training Acts, as amended from time to time, or any other applicable law.

Section 2. - Family and Medical Leave

The Company agrees to comply with all federal regulations pertaining to the 1978
Amendments  to the  Civil  Rights  Act  of  1964  with  reference  to  pregnancy
discrimination and as well as the Family and Medical Leave Act.


Section 3. - Union Business Leave

The Company agrees, if reasonably possible, to give time off without pay, to any
official  of the Union who may have any Union  business  to which  he/she has to
attend at that time.  The union  official  must notify the company in advance of
schedule posting in writing of foreseen absences for union business. The Company
will make  reasonable  exceptions  for  justifiable  unforeseen  union  business
reasons.  The Company will notify the union  official that  permission  has been
granted or that they are requested to meet with the company to discuss the issue
further as soon as reasonably  possible.  No more than two  employees  from each
department shall be off at the same time to conduct union business.  Any request
for an exception to that number shall be submitted in advance to management  who
will not unreasonably withhold approval.  Additionally,  in the event that Union
shall select an employee as Business  Representative,  the Company agrees to let
him/her leave its employ with the  understanding  that he/she may return to work
at any time with standing and seniority  comparable to that which he/she enjoyed
at the time he/she left.

Section 4. - Funeral Leave

It is agreed,  in the event of a death in the  immediate  family,  the  employee
shall be granted three (3) days to attend the funeral. If any of these three (3)
days  are  working  days,  the  employee  shall  suffer  no  loss  in  pay.  The
requirements  for the funeral  leave period shall begin on the first full day of
absence following death and end on the day of the funeral.  If in the opinion of
management, travel considerations in attending a funeral are involved, up to two
(2) calendar  days  immediately  following the funeral may be considered as part
the funeral  leave  period.  The term  "immediate  family"  shall mean:  Father,
Mother,  Son,  Daughter,   Brother,   Sister,   Husband,  Wife,   Father-in-law,
Mother-in-law,  Daughter-in-law,  Son-in-law,  Grandparents,  and Grandchildren.
Proof of death and  relationship  of deceased is necessary  before funeral leave
will be paid.


Section 5. - Jury Duty

Any full time  employee who has been in the  continuous  employee of the Company
for three (3) months or more,  and who is  required to serve as a juror shall be
paid eight (8) hours  daily at his or her  regular  straight  time  hourly  rate
(excluding premiums or overtime) less such amount of compensation allowed by the
courts for his or her service, subject to the following conditions:

A. If on the day the employees serve on the jury they also work for the Company,
they shall receive no extra compensation:  if they work their regular gang time.
In no event shall such difference  payments exceed fifteen (15) work days in one
(1) year because of required jury duty.

B. No  difference  payments for jury duty shall be paid to employees who fail to
report  for work and work the  hours on any  scheduled  work day on which  their
service is not required in court.

C. Employees who have received an official summons to serve as jurors shall give
notice and proof of such summons to their  foreman a reasonable  time in advance
of the date on which they are to serve.

D. At the end of the employee's service as juror, the employee shall obtain from
the Clerk of the Court statements showing the time served and the amount paid to
them as compensation for their services as jurors and shall promptly submit such
statements to the Time Office.

Section 6.  Court Summons/Appearances

The Company  agrees to allow unpaid time off for court dates  provided  proof is
shown to the employee's supervisor in writing before the court date. The Company
will determine the validity of the documentation.



 Article X.                         HEALTH AND WELFARE

Section 1. - General

The Company  agrees to maintain the following  Group  Insurance  Plan during the
term of this agreement.  This does not cover any work related accidents that are
covered by Workers Compensation.

Schedule of Benefits:

A.       Death Benefit ......................................$10,000.00
         Accidental Death and Dismemberment................. $10,000.00
         Weekly Accident and Sickness Benefit.................up to $175.00
         (Maximum of thirteen (13) weeks)
         a. Equal to 66 2/3 percent of an employees  straight  time hourly wages
         with maximum of $175.00 per week. b. Benefits  shall begin on the first
         day of an accident and the fourth day of an illness.

B. Hospital/medical, dental and prescription drug coverage shall be available to
employees at their option as provided under the terms and  conditions  stated in
the current  negotiated  insurance  policy . Premiums for employee and dependent
coverage  shall be paid by  employees  as provided in the  attached  Schedule A.
Premiums for  dependent  and employee  coverage  shall be increased to cover the
increased cost over and above the present coverage. The Company agrees to reopen
negotiations on the hospital plan if a new hospitalization program is adopted by
the Company if the new insurance  carrier proposes to implement any changes that
might affect contractually negotiated benefits.

Section 2. - Employee Compliance

Employees shall comply with all regulations of the Company  insurance carrier in
regard to all benefits provided in this article.

Section 3. - Employee Qualification

Any new employee  shall qualify for such benefits upon the  completion of ninety
(90) days continuous full-time service.



 Article XI.                        GENERAL PROVISIONS

Section 1. - Bulletin Boards

Enclosed bulletin boards shall be provided by the Company for official business.
Other  bulletin  boards will be available for social  notices.  A signed copy of
this agreement shall be posted on such.

Section 2. - Medical Examinations

The Company agrees to pay for any doctor's examination which may be necessary to
obtain  employment in the plant. If an employee is required to undergo a medical
examination  or  drug/alcohol  screening,  the Company will pay the employee for
time  lost  up to two  hours  unless  the  drug/alcohol  screening  results  are
positive.

Section 3. - Uniforms

The Company agrees to furnish all clothing and equipment currently necessary for
the  employee to do the required job without  charge.  Any employee  leaving the
Company  must  return any issued  clothing or  equipment.  Failure to return any
issued  clothing  or  equipment  upon  leaving  the  Company  will result in the
replacement  value of the missing item being withheld from the employee's  final
paycheck.  It is understood  that the truck drivers shall  contribute  $2.50 per
week to the laundering fee for the uniforms provided by the Company. The Company
further agrees to furnish boots to production  employees whose jobs  necessitate
wearing them.

Section 4. - Back Safety Support

The union has requested  that back safety belts be worn by union  employees when
performing tasks that involve lifting. The company has agreed to purchase safety
belts and split  cost 50% with any  employee  wishing  to wear  such  belt.  The
employee will initiate such request to obtain a belt with their supervisor.

The employee who receives such belt must adhere to the following procedures:  a.
The belt must be  brought  to work  daily.  b. The belt must be worn  during the
lifting  portion of the job. c.  Employees who fail to wear the safety belt will
be written a "warning  letter." On the third such "warning letter" the belt will
become the sole property of the employee and 50% of the cost of the belt will be
deducted  from  employee's  payroll.  The employee will at that time be released
from the  mandatory  wearing of the belt.  d. The  manufacturer's  warranty will
determine  the  frequency  of  Company  participation.  e.  Management  may deny
continued  participation in the program if it determines that the belts create a
health or safety problem.

Section 5. - Work by Supervisory Employees

No Supervisor  shall perform any of the duties of any employee  coming under the
jurisdiction of this Agreement except in the case of an emergency.  It is agreed
that  without  limitation  to other  emergencies  that may occur  the  following
conditions shall be deemed to be emergencies when:

1) A scheduled  employee  fails to report to, or perform  his/her work. 2) It is
necessary for the  supervisor to instruct an employee in how to perform  his/her
work.  3) During  his/her  scheduled  work hours an employee  becomes  unable to
perform his/her work by reason of physical disability.

Section 6. - Sickness

When an  employee  is sick,  they must call in daily as soon as  possible  or at
least by 30 minutes  prior to the scheduled  work hour.  Any employee who is out
sick for a period  not  exceeding  two (2) days may  return  to work  without  a
doctor's permit.  If such employee is out sick three (3) days or more a doctor's
permit will be required before he/she can return to work.


Section 7. - Rules and Regulations

Both the  Company  and Union  agree to the  necessity  of Rules  and  Regulation
governing the day-to-day operations of the business.  Such rules and regulations
have been in effect since May 28,  1973.  A Copy of these rules and  regulations
are attached to this Agreement and are so noted as Exhibit A.


 Article XII.              NO STRIKE, NO LOCKOUT

Section 1. - General

The Company and the Union agree on the need of their  service to the public with
out  interruption.  Both recognize the objective as necessary to the security of
the Company and its people. Both,  therefore,  specifically pledge themselves to
help assure that security by using the  procedures  agreed upon between them for
the  adjustment  of  disputes  and  grievances  in all cases  where there is any
difference of opinion concerning the rights of either party under this contract,
or the interpretation or application of any provision of it.

Section 2. - No Strike, No Lockout

The Union agrees that there will be no strike,  slow down, or other interference
with work by any or all of the employees during the life of this Agreement.  The
company  agrees that no lockout  against any or all of the employees  shall take
place during the life of this Agreement.

Section 3. - Discipline and Union Duties.

In the event of a walkout in  violation  of the above  provision,  any  employee
found guilty of instigating,  fomenting,  actively  supporting or condoning such
illegitimate strike shall be subject to discipline,  including discharge.  Union
agrees that all possible steps will be taken to preclude or to terminate as soon
as possible all strikes or contemplated strikes in violation of this Agreement.


 Article XIII.             GRIEVANCE AND ARBITRATION

Section 1.

         In the event  that a  dispute  arises  at any time  over  wages,  hours
working conditions or any other aspect of this Agreement, such disputes shall be
handled with the following procedure.

Section 2.

The  procedure  for the  settlement or  disposition  of  grievances  shall be as
follows:

         Step 1: The matter will be  submitted in writing and first be discussed
between the aggrieved  employee,  the employee's  shift supervisor and the Union
Steward if requested by the employee. Such discussion shall take place not later
than ten (10) working days after the  occurrence of the event giving rise to the
grievance.  The  supervisor  shall  advise the  employee  and the Steward of his
decision in writing  within five (5) working days after the discussion has taken
place.

         Step 2: If the supervisor's decision is not acceptable to the Union, it
may,  within five (5) working  days after the  supervisor's  answer,  appeal the
supervisor's  decision by presenting the grievance in writing to the Director of
Human Resources which is to be dated and signed by the aggrieved employee and an
authorized Union representative.

         A  meeting  between  the  designated  Union   Representative   and  the
designated Company  representative shall be held to discuss the grievance within
five (5)  working  days after it has been  presented  to the  Director  of Human
Resources.  Within five (5) working days after this  meeting has been held,  the
Company shall in writing advise the employee and the Union of its decision.

         Step 3: If the Step 2 answer is not  acceptable  to the  Union,  it may
within five (5) working days after  receiving the Company's Step 2 answer appeal
the grievance to the Director of Human  Resources.  A meeting  between the Union
Representative, the Company's Representative and the Director of Human Resources
(or  designated  representative  for any of them)  shall be held to discuss  the
grievance  within  five (5)  working  days  after it has  been  appealed  to the
Director of Human Resources. Within five (5) working days after this meeting has
been held, the Company shall, in writing, advise the Union Representative of its
position.

Section 3.

         If a grievance  has not been  satisfactorily  settled by the  foregoing
procedure,  the Union, if it so desires,  may request  arbitration in accordance
with the following  Section by so advising the Company in writing within fifteen
(15) working days after receiving the Company's decision under the third step of
Section 2 of this Article.

Section 4.

When  arbitration is requested by the Union, the parties within ten (10) working
days after the request has been served upon the Company  shall  attempt to agree
on the appointment of an impartial Arbitrator and if no agreement is reached the
parties will jointly request the Federal  Mediation and Conciliation  Service to
supply both  parties  with a panel of seven (7)  impartial  arbitrators.  Either
party  shall  have the  right to  reject  one  entire  list and to  request  the
submission of another panel. The parties shall alternately strike names from the
list  and the  person  whose  name  last  appears  shall  be  designated  as the
Arbitrator  and  his  appointment  shall  be  binding  on both  parties  and the
employees.

Section 5.

Any decision or award of an Arbitrator  shall be final and binding on the Union,
the Company and the employees.

Section 6.

         In  the  event  a  discharge  or  suspension  case  is  referred  to an
Arbitrator  he shall  have  the  authority  to  modify  the  penalty  and  order
reinstatement  with full,  partial or no back pay. In the event a  discharge  or
suspension  grievance is taken to arbitration and a back pay award is determined
to be  appropriate  by the  Arbitrator,  any interim  earnings and  unemployment
compensation benefits received by the employee shall be deducted from the amount
due.

Section 7.

         The Company  and the Union  shall each pay their own costs  incurred in
connection with the arbitration.  The expense of the neutral arbitration and the
cost of the place for holding the hearing shall be shared equally between them.

Section 8.

         Unless the time limits set forth in this Article are extended or waived
in  writing,  failure  to  comply  therewith  will  constitute  a waiver  of the
grievance and the Company's  last  decision  shall be final and binding.  In the
event a Company  representative  does not answer a grievance  in any step within
the time limit for the answer therein specified,  the grievance may be presented
to the next  succeeding step within five (5) working days from the expiration of
such time limit for the Company's answer.

Section 9.

         It is expressly  agreed and understood  that no employee shall have the
right to compel the arbitration of his/her grievance without the written consent
of the Union.

Section 10.

         The term  "working  days" as used in this Article  means  calendar days
exclusive of Saturdays, Sundays and holidays.



 Article XIV.              SCOPE & APPLICATION OF THIS AGREEMENT

Section 1. - General

This agreement  incorporates the full and complete  understanding of the parties
pertaining to the regulation of minimum wages and hours of employment of all the
production  and  maintenance  employees of the Company who come within its terms
and are not excluded  from its  operation.  This  Agreement  shall  constitute a
complete  accord and adjustment of all matters between the parties hereto and no
complaint  shall be filed or  considered  on  account  of  anything,  which  has
occurred prior to the execution hereof.

Section 2. - Severability

Any  provision of this  Agreement  which may be in violation of State or Federal
Acts,  statutes,  regulations or orders, or revision  thereof,  now effective or
which become  effective  during the term of this Agreement,  shall be considered
void.  In the event that any  provision  of this  Agreement  is thus  void,  the
balance of the Agreement and its provisions  shall remain in effect for the term
of this Agreement.



 Article XV.                                PENSION

It is hereby agreed to provide pension and retirement benefits as follows:

A. The  Company  hereby  agrees  to be bound  as a party  by all the  terms  and
provisions of the Agreement and  Declaration of Trust dated  September 11, 1955,
as amended,  established  the Bakery and  Tobacco  Workers  Unions and  Industry
International  Pension Fund (hereby  called the Fund) and said Agreement is made
part hereof by reference.

B.  Commencing  with the last  day of June  1977,  the  Company  agrees  to make
payments to the Fund for each employee working in job classifications covered by
the said Collective Bargaining Agreements.

Effective  October  24,  1997,  for each hour or portion  thereof,  for which an
employee  subject to the  Collective  Bargaining  Agreements,  receives pay, the
Company shall make a contribution of sixty (60) cents to the above named pension
fund, up to a maximum of forty (40) hours in any week.

For the purpose of this Article,  it is understood that  contributions  shall be
payable on behalf of employees  from the first day of  employment,  whether said
employees  are  permanent,   temporary  or  seasonal,   full-time  or  part-time
employees, and regardless of whether or not they are members of the union.

C. The payment made in accordance  with "B" above shall be allocated as follows:
sixty (60) cents per hour to provide for a normal,  reduced early retirement and
disability pension (Plan A).

D. It is agreed  that the  pension  plan  adopted  by the  Trustees  of the said
pension fund shall be such as will qualify for approval by the Internal  Revenue
Service of the United States Treasury Department, so as to enable the Company to
treat contributions to the pension fund as a deduction for income purposes.

E. It is hereby agreed to provide pension and retirement benefits as follows:

1. The  Company  hereby  agrees  to be bound  as a party  by all the  terms  and
provisions of the Agreement and  Declaration of Trust dated  September 11, 1995,
as  amended,  establishing  the Bakery  and  Confectionery  Unions and  Industry
International  Pension Fund (herein after called the Fund) and said Agreement is
made part hereof by reference.

2.  Commencing  with the 1st day of  ____________________  19  ___________,  the
Company  agrees to make  payments  to the  Bakery  and  Confectionery  Union and
International  Pension  Fund for each  employee  working in job  classifications
covered by the said Collective Bargaining Agreement as follows:

a. For each day or  portion  thereof,  for  which  an  employee  subject  to the
Collective  Bargaining  Agreement,  receives  pay,  the  Company  shall  make  a
contribution of $ __________ to the above named Pension Fund, up to a maximum of
forty (40) hours in any week.

For the purpose of this Article,  it is understood that  contributions  shall be
payable on behalf of employees  from the first day of  employment,  whether said
employees  are  permanent,  temporary,  or  seasonal,  or full-time or part-time
employees,  and regardless of whether or not they are members of the Union.  The
term  "Employee"  does not include a self-employed  person,  corporate  officer,
owner or partner.

3. The payment made in accordance with "2" above shall be allocated as follows:

______  per (day)  (hour) to  provide  coverage  for a  Normal,  Reduced,  Early
Retirement  and  Disability  Pension (Plan A) ______ per (day) (hour) to provide
coverage  for  Vested  Deferred  Pension  (Plan B) _______  per (day)  (hour) to
provide  coverage for an Age and Service  Pension (Golden Ninety Plan C) _______
per (day) (hour) to provide coverage for an Age and Service Pension in the event
of loss of covered  employment  due to a permanent  reduction in force (Plan CC)
______  per (day)  (hour) to provide  coverage  for an Age and  Service  Pension
(Golden  Plan G) _______ per (day) (hour) to provide  coverage for  Supplemental
Pension (Plan D______)  _______ per (day) (hour) to provide Health  Benefits for
Pensioners  in  accordance  with Plan W ______ of said  Fund  _______  per (day)
(hour) to provide  Health  Benefits for  Pensioners  in  accordance  with Plan P
_______ of said Fund

4. It is agreed that the Pension  Plan  adopted by the  Trustees of said Pension
Fund shall be such as will qualify for approval by the Internal  Revenue Service
of the United States Treasury  Department,  so as to enable the Company to treat
contributions to the Pension Fund as a deduction for income tax purposes.

5.  Contributions  provided  for  herein  shall  be paid  monthly  and  shall be
accompanied by a completed remittance report. Both payment and report are due on
the tenth (10th) day of the month following the month covered by the report.  In
the event the Company fails  promptly to pay the amounts owed, the Company shall
pay such collection costs, including court costs, and reasonable attorneys fees,
as the Pension  Fund shall  incur,  and shall pay interest at such a rate as the
Trustees shall fix from time to time.

6. The  payments  so made to the Fund shall be used by it to provide  retirement
benefits for eligible  employees  in  accordance  with the Pension Plan for said
Fund,  as determined by the Trustees of said Fund, to be applied to the eligible
employees based on the amount of employer contribution.

7. This clause  encompasses the sole and total agreement between the Company and
the Union with respect to pensions or retirement.

8.  This  clause is  subject  in all  respects  to the  provisions  of the Labor
Management Relations Act of 1947, as amended and to any other applicable laws.


Company _______________________     Bakery, Confectionery and Tobacco
Workers International Local Union No. _____


By__________________________        By_______________________________

Date________________________        Date______________________________


F.  Notwithstanding  any  provisions,  if any, to the contrary  contained in the
Collectible  Bargaining  Agreement  between the Company and the Union, the Union
shall  have the right to strikes by giving  the  Company  written  notice of its
intention  to do so not less  than  forty-eight  (48)  hours in  advance  if the
Company shall fail to make payment of the  contribution  due to the Fund for any
month on or before the 10th day of the third calendar month  following the month
for  which  such be taken by the  Union  unless  and  until  the  Administrative
Director of the Fund shall have certified in writing,  to the Company and to the
Union,  that the  Company  has so failed to pay such  contribution.  Any  strike
pursuant to this provision  shall be terminated as soon as the Company shall pay
the delinquent  contribution or shall make  arrangements  for the payment of it,
which meets with the approval of the Administrative Director of the Fund.

G.  The  payments  so made the Fund  shall be used by it to  provide  retirement
benefits for  eligible  employees  in  accordance  with the Pension Plan of said
Fund,  as  determined  by the  Trustees  of said Fund,  applied to the  eligible
employees  based on the amount of  employer  contribution.  The  Company  hereby
affirms that he/she has no arrangement for the compulsory  retirement of his/her
employees except set forth herein.

H. This clause  encompasses the sole and total agreement between the Company and
the Union with respect to pensions or retirement.

I.  This  clause is  subject  in all  respects  to the  provisions  of the Labor
Management Relations Act of 1947, as amended and to any other applicable laws.


 Article XVI.                       SUCCESSOR CLAUSE

This  Agreement  shall be binding  upon the parties  hereto,  their  successors,
administrators, executors and assigns.

 Article XVII.             EFFECTIVE DATE & DURATION FOR AGREEMENT

This Agreement shall become  effective as of 12:01 a.m. on November 2, 1998, and
shall continue to be in full force and effect until November 9, 2001 at midnight
and  thereafter  from year to year,  unless either party hereto shall notify the
other by registered letter or certified letter,  mailed not less than sixty (60)
days prior to November 9, 2001, or any  anniversary  date thereof,  of desire to
modify or terminate same, provided,  however, in the event any change is made by
law,  governmental/ruling or regulation in minimum rate of pay or in the present
requirement for pay at time and one half (1` 1/2) the regular hourly rate of pay
for hours  worked in excess of forty (40) hours in any work week,  which  change
requires an adjustment of the wages and/or hours of an employee  covered by this
Agreement.  Either party may elect to reopen this  Agreement as of the effective
date of any such law, governmental regulation or ruling, for the sole purpose of
renegotiating the wage schedule or work week and overtime  provision in the said
contract or both, depending on which items are affected by such laws, rulings or
regulations, by notifying


Doughtie's Foods, Incorporated      Bakery, Confectionery and Tobacco
Workers International Local Union No. 66


By  /s/ W. G. Ratliff               By  /s/ Barry W. Baker
------------------------------      ----------------------------------

Vice President-Operations           BCTWIU International Representative
------------------------------      -----------------------------------
         (Title)                                (Title)

Witness                                     Witness

By  /s/ Sharon R. Stevens           By  Thomas C. Perry
------------------------------      -----------------------------------

Appendix "A"--[intentionally omitted]

Exhibit "A"--[intentionally omitted]

Schedule "A"--[intentionally omitted]