EXHIBIT (c)(2)

Security Agreement

This  Security  Agreement is made by DUTTERER'S  OF  MANCHESTER  CORPORATION,  a
Maryland  corporation  (the Owner) for the use and benefit of Crestar  Bank (the
Bank).

1. Security  Agreement.  In order to induce the Bank from time to time to extend
or continue to extend credit to DOUGHTIE'S FOODS, INC. (the Borrower), the Owner
(which may include the Borrower)  hereby  grants the Bank,  its  successors  and
assigns, a security interest in the collateral and all proceeds, products, rents
and profits  thereof and all revenues  from the right to use the  collateral  as
described below (the Collateral) to secure the payment of all present and future
indebtedness of every kind and description,  however evidenced,  of the Borrower
to the  Bank,  whether  such  indebtedness  is  direct  or  indirect,  fixed  or
contingent, liquidated or unliquidated,  including any extensions, modifications
or renewals  thereof (the  Indebtedness)  and to secure the  performance  by the
Owner of the agreements and warranties contained in this Security Agreement.

2.  Collateral.  As used in this  Security  Agreement,  the  term  "Collateral,"
whether now existing or hereafter acquired, shall mean the following securities,
instruments,  including  unsecured  notes and notes secured by deeds of trust or
otherwise,  certificates of deposit,  documents,  including  documents of title,
documentary  drafts,  accounts,   letters  of  credit,  chattel  paper,  general
intangibles,  including  interest  in estates  and  trusts,  and other  property
described as:  Promissory note dated September 3, 1995, made by Value Added Food
Services,  Inc.,  and payable to the Owner in the original  principal  amount of
$1,038,756,  together with any and all documents  which  evidence  and/or secure
such note.

The Owner also  grants the Bank a  security  interest  in all rights to which an
owner of the  Collateral is now or may become  entitled by virtue of owning such
Collateral  including,  without  limitation,  interest,  cash  dividends,  stock
dividends and stock rights, all of which shall, when received,  and upon request
by the Bank, be delivered to the Bank with written  authority to sell,  transfer
or rehypothecate the same.

If the Collateral includes all rights, title and interest in an Estate or Trust,
the security  interest shall not apply to any shares of capital stock of Crestar
Financial Corporation or any of its affiliates, or to any units of participation
in the Bank's Common Trust Fund held by the Estate or Trust,  but shall apply to
any proceeds from the sale of such stocks and units or cash dividends thereof.


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3. Accounts.  If the Collateral  includes  Accounts:  a) The Owner warrants that
each and every Account, now owned or hereafter acquired, is a bona fide existing
obligation,  valid and enforceable against the account debtor, for goods sold or
leased and delivered or services rendered in the ordinary course of business; it
is subject  to no  dispute,  defense or offset;  the Owner has good title to the
Account  and has full right and power to grant the Bank a security  interest  in
the Collateral;  b) The Owner will immediately notify the Bank of any Account to
which the above  warranties are or become untrue;  c) The Owner will prepare and
deliver to the Bank, at the Bank's request,  a listing and aging of all Accounts
and any further schedules or information that the Bank may require.  d) The Bank
shall  have the  right at any time to notify  account  debtors  of its  security
interest in the Accounts and require  payments to be made  directly to the Bank.
The Owner hereby  appoints the Bank and any officer or employee of the Bank,  as
the Bank may  from  time to time  designate,  as its  attorneys-in-fact  for the
Owner,  to sign and endorse in the name of the Owner, to give notice in the name
of the Owner,  and to perform all other  actions  necessary  or desirable at the
reasonable  discretion of the Bank to effect these  provisions and carry out the
intent  hereof,  all at the cost and  expense  of the  Owner.  The Owner  hereby
ratifies and approves  all acts of such  attorneys-in-fact  and neither the Bank
nor any other such  attorneys-in-fact  will be liable for any acts of commission
or omission nor for any error of judgment or mistake of fact or law.  This power
being coupled with an interest is  irrevocable so long as any Account or General
Intangible  assigned  to the  Bank  remains  unpaid  and  the  Borrower  has any
Indebtedness  to the  Bank.  The  costs  of  such  collection  and  enforcement,
including attorneys' fees and out-of-pocket  expenses,  shall be borne solely by
the Owner  whether  the same are  incurred  by the Bank or the Owner;  e) At the
option of the Bank, all payments on the Accounts  received by the Owner shall be
remitted to the Bank in their  original  form on the day of receipt;  all notes,
checks,  drafts and other  instruments so received shall be duly endorsed to the
order of the Bank. At the Bank's election,  the payments shall be deposited into
a special deposit account ("Special Account") maintained with the Bank. The Bank
may designate with each such deposit the  particular  Account upon which payment
was made.  The Special  Account  shall be held by the Bank as  security  for the
Indebtedness.  Prior to  depositing  payments on the  Accounts  into the Special
Account,  the Owner agrees that it will not commingle  such payments with any of
the Owner's  funds or  property,  but will hold them  separate  and apart and in
trust for the Bank.  The Bank will have the power to  withdraw  from the Special
Account. The Bank may at any time and from time to time, in its sole discretion,
apply any part of the funds in the Special Account to the  Indebtedness  whether
or not the same is due.  Upon full and final  satisfaction  of the  Indebtedness
plus termination of any commitment to extend additional funds, the Bank will pay
to the Owner any excess funds, whether received by the Bank as a deposit


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in the Special Account or as a direct payment on any of the Indebtedness;  f) If
any of the Owner's Accounts arise out of contracts with the United States or any
department,  agency,  or  instrumentality  thereof,  the Owner will  immediately
notify  the Bank in  writing  and  execute  any  instruments  and take any steps
required  by the Bank in order  that all monies due and to become due under such
contracts shall be assigned to the Bank and in order that proper notice be given
under the Federal  Assignment of Claims Act; g) The Bank shall not be liable and
shall  suffer no loss on account of loss or  deprivation  of any  account due to
acts or  omissions  of the  Bank  unless  the  Bank's  conduct  is  willful  and
malicious,  and the Bank shall have no duty to take any action to  preserve  the
Collateral or collect Accounts.

4.  Inventory.  If the  Collateral  includes  Inventory:  a) The Owner agrees to
maintain books and records pertaining to the Inventory in such detail,  form and
scope as the Bank shall require. The Owner shall promptly advise the Bank of any
substantial  changes relating to the type,  quality or quantity of the Inventory
or any event which would have a material effect on the value of the Inventory or
on the security  interest  granted to the Bank.  Upon  reasonable  notice by the
Bank,  the Owner shall  assemble and make readily  available for  inspection and
examination  all of the  Inventory  and all books and records  pertaining to the
Inventory at any time; b) If the Inventory  remains in the possession or control
of any of the Owner's agents or  processors,  the Owner shall notify such agents
or processors of the Bank's security interest,  and upon request,  instruct them
to hold  such  Inventory  for the  Bank's  account  and  subject  to the  Bank's
instructions;  c) The Owner will prepare and deliver to the Bank,  at the Bank's
request,  listing of all Inventory and such information  regarding the Inventory
as the Bank may require.

5. Securities,  Instruments,  Certificates of Deposit, Documents,  Chattel Paper
and General  Intangibles.  If the Collateral includes  securities,  instruments,
certificates of deposit, documents, chattel paper or general intangibles: a) The
Owner represents and warrants, as may be applicable, that (i) The Owner has good
and marketable title to the Collateral.  The Collateral is valid and genuine and
represents a bona fide,  binding,  legal  obligation  of the maker,  issuer,  or
grantor,  and all signatures  are genuine;  (ii) The Collateral is in full force
and effect and is not in default and no  prepayments  have been made;  (iii) The
Collateral is not  represented  by a judgment or any other document not provided
to the Bank; (iv) The Collateral is not subject to any assignment,  claim, lien,
right of setoff or security  interest of any other party;  (v) Unless  otherwise
stated,  the face amount on the  Collateral is the correct  amount  actually and
unconditionally  due or to become due according to the terms of the  Collateral,
and such amount is not disputed or subject to any setoff, credit,  deduction, or
counterclaim;  (vi) With respect to the security on the Collateral,  the lien or
security interest represented thereby is not subject to prior


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claim,  lien, or security  interest of any other party,  unless otherwise stated
herein, or in the document  evidencing such security;  (vii) With respect to the
security on the  Collateral,  it has been  properly  perfected  by the filing or
recording  of all  necessary  financing  statements,  deeds  of  trust  or other
documents  and the payment of all  recording,  transfer and other taxes and fees
made in the appropriate  public offices.  b) At any time, and from time to time,
whether  before or after  default,  without  notice,  and at the  expense of the
Owner, the Bank in its name or in the name of its nominee or of the Owner,  may,
but shall not be obligated to: (i) Notify the obligors on any Collateral to make
payment to the Bank of any or all dividends,  interest,  principal  payments and
other sums now or hereafter  payable upon or on account of the  Collateral,  may
collect the same by legal proceedings or otherwise, and may perform any contract
or endorse in the name of the Owner any checks,  drafts,  notes,  instruments or
other documents which constitute the collateral;  (ii) Enter into any extension,
reorganization,  deposit,  merger or consolidation agreement or any agreement in
any way relating to or affecting the Collateral and in connection  therewith may
deposit or  surrender  control  of the  Collateral,  accept  other  property  in
exchange  for the  Collateral  and do and perform such acts and things as it may
deem proper,  and any money or property  received in exchange for the Collateral
may be either applied to any Indebtedness or may be held by the Bank pursuant to
the  provisions  of this  Security  Agreement;  (iii)  Make  any  compromise  or
settlement it deems desirable or proper with reference to the  Collateral;  (iv)
Insure,  process and preserve the  Collateral;  (v) Cause the  Collateral  to be
transferred  to its name or the name of its  nominee;  (vi)  Exercise  as to the
Collateral all the rights, powers and remedies of an owner.

6. Representations and Warranties. The Owner represents and warrants to the Bank
as follows:  a) The Owner is and will  continue to be the absolute  owner of the
Collateral and that there are no other liens or security interests affecting the
Collateral other than the security  interest granted in this Security  Agreement
except those  previously  disclosed to the Bank in writing by the Owner;  if the
Owner is acting in the  capacity  of  trustee,  administrator  or executor of an
estate,  such fact shall be disclosed and evidence of capacity shall be provided
to the Bank;  b) The Owner will  defend the  Collateral  against  the claims and
demands of all parties. The Owner will not, without prior written consent of the
Bank,  grant any security  interest in the Collateral and will keep it free from
any lien, encumbrance or security interest; c) The Owner represents and warrants
that the Collateral  never has been, and never will be so long as this Agreement
remains  a  lien  on the  Collateral,  used  for  the  generation,  collection,,
manufacture,  storage, treatment, disposal, release or threatened release of any
hazardous   substance,   as  those  terms  are  defined  in  the   Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et


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seq.   ("CERCLA"),   Superfund  Amendments  and  Reauthorization  Act  ("SARA"),
applicable  state  laws,  or  regulations  adopted  pursuant  to  either  of the
foregoing.  The Owner  agrees to comply  with any  federal,  state or local law,
statute,  ordinance or regulation,  court or  administrative  order or decree or
private  agreement   regarding  materials  which  require  special  handling  in
collection,  storage,  treatment  or  disposal  because  of their  impact on the
environment  ("Environmental  Requirements").  The Owner agrees to indemnify and
hold the Bank harmless against any and all claims, losses and expenses resulting
from a breach of this  provision  of this  Agreement  and the Owner  will pay or
reimburse  the  Bank  for  all  costs  and  expenses  for  expert   opinions  or
investigations  required  or  requested  by the Bank  which,  in the Bank's sole
discretion,  are  necessary  to ensure  compliance  with this  provision of this
Agreement.  This  obligation  to  indemnify  shall  survive  the  payment of the
indebtedness  and the  satisfaction  of the Agreement;  d) The Collateral is and
will be used or bought for use primarily for the following purpose: business; e)
The Owner  warrants and  represents  that all  Collateral  has been  produced in
compliance  with the Fair  Labor  Standards  Act or  other  applicable  wage and
employee  law,  rule,  regulation  or  order,  and that no  existing  or  future
liability shall occur as a result thereof. The Owner may contest, in good faith,
the  applicability  of any  such  law,  rule,  regulation  or  order,  including
prosecuting any appeals,  so long as the Bank's  interest in the Collateral,  in
the  opinion  of the Bank,  is not  jeopardized  thereby;  f) The  Owner,  if an
individual,  is above the age of  majority  and has the legal  capacity to enter
into this Security Agreement;  g) If an individual,  the Owner's home address is
____________________________;  h) The Owner, if a corporation, is duly organized
and existing under the laws of Maryland;  is duly qualified and in good standing
as a foreign  corporation  in every  jurisdiction  where such  qualification  is
necessary;  the execution and  performance of this Security  Agreement have been
duly  authorized  by  action  of  its  Board  of  Directors,  no  action  of its
shareholders  being  necessary;  the execution and  performance of this Security
Agreement  will not violate or contravene any provisions of law or regulation or
its  Articles  of  Incorporation,   Shareholder  Agreement,   By-Laws  or  other
agreements  to which it is a party or by which it is bound;  and that no consent
or approval of any  governmental  agency or  authority  is required in making or
performing the  obligations  under this Security  Agreement;  i) The Owner, if a
partnership,  is duly  qualified  and in good  standing  to do business in every
jurisdiction   where  such   qualification  is  necessary;   the  execution  and
performance  of  this  Security  Agreement  have  been  duly  authorized  by its
partners,  no further  actions of its partners is  necessary;  the execution and
performance  of this  Security  Agreement  will not  violate or  contravene  any
provisions of law or regulation or its Partnership Agreement or other agreements
to which it is a party or by which it is bound;  and that no consent or approval
of any governmental  agency or authority is required in making or performing the
obligations under this Security Agreement;  j) If a corporation,  partnership or
proprietorship,  the  location  of the  Owner's  principal  place of business in
_________(jurisdiction) is


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___________(city) and it does __ does not __ have a place of
business in another city or county in that jurisdiction (list
other jurisdiction if applicable):____________________; k)  The
Collateral  will  be  located  at the  Bank;  l) The  Owner  will  maintain  the
Collateral in the above  locations.  The Collateral  shall not be moved from the
above  locations  without the prior written  consent of the Bank. The Owner must
notify  the Bank in  writing  at least 30 days  prior to any change of its name,
corporate structure or identity; m) The Owner maintains its books of account and
records only at ____________; n) All information supplied and statements made to
the Bank in any financial or credit statement or application are true,  correct,
complete, valid and genuine in all material respects.

7.  Covenants.
a) The Owner shall maintain  complete and accurate books of account and records,
and its principal books of account and records, including all records concerning
Accounts  and contract  rights,  shall be kept and  maintained  at the place (s)
specified  above.  The Owner  shall not move such books of account  and  records
without  giving the Bank at least 30 days prior written notice and executing and
delivering to the Bank financing  statements  satisfactory  to the Bank prior to
any such move. All  accounting  records and financial  reports  furnished to the
Bank shall be maintained  and prepared in  accordance  with  generally  accepted
accounting  principles  consistently applied. It is specifically agreed that the
bank shall have and the Owner hereby  grants to the Bank a security  interest in
all books of account  and  records of the Owner and shall have access to them at
any time for inspection, verification, examination and audit; b) The Owner shall
furnish to the Bank such financial and business  information and reports in form
and content  satisfactory to the Bank as and when the Bank may from time to time
require; c) The Owner, if a corporation,  shall maintain its corporate existence
in good standing and shall not consolidate or merge with or acquire the stock of
any other  corporation  without the prior  written  consent of the Bank.  If the
Owner is a corporation,  the Owner shall, at the request of the Bank, qualify as
a foreign  corporation  and obtain all  requisite  licenses  and permits in each
jurisdiction  where the Owner does  business.  The Owner  shall not  discontinue
business,  liquidate,  sell, transfer, assign or otherwise dispose of any of its
assets, except with the prior written permission of the Bank, provided, however,
that it may sell in the ordinary course of business and for a full consideration
in money or money's  worth,  any  product,  merchandise  or service  produced or
marketed by it. The Bank's security interest shall attach to all proceeds of all
sales or dispositions of the Collateral;  d) The Owner shall maintain all of the
Collateral  in good  condition  and  repair.  The Bank  shall  have the right to
inspect the Collateral at any reasonable time and shall have the right to obtain
such appraisals, reappraisals, appraisal updates or environmental inspections as
the Bank, in its sole  discretion,  may deem necessary from time to time. e) The
Owner shall at all times keep insurable Collateral


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insured against any and all risks, including, without limitation, fire, and such
other  insurance  as may be required by the Bank from time to time;  and in such
amounts  as may be  satisfactory  to the Bank.  The Bank  shall be named as Loss
Payee on any such insurance policies. Insurance may be purchased from an insurer
of the Owner's choice,  except as otherwise required by law. The Owner shall pay
and discharge all taxes, assessments and charges of every kind prior to the date
when such taxes,  assessments  or charges  shall become  delinquent  and provide
proof of such payments to the Bank, upon request.  However, nothing contained in
this  Security  Agreement  shall  require  the  Owner  to pay  any  such  taxes,
assessments  and charges so long as it shall  contest its validity in good faith
and shall post any bond or security  required by the Bank  against the  payment.
Upon the failure of the Owner to pay such  required  amounts,  the Bank,  at its
option, and at the Owner's expense, may obtain such insurance or pay such taxes,
assessments  or  charges  with  the  costs  or  premiums  becoming  part  of the
Indebtedness  at the option of the Bank,  such amounts may be payable on demand.
Any  insurance  obtained  by the  Bank,  at its  option,  may be  single or dual
interest,  protecting  its  rights,  rights  of the Owner or joint  rights.  Any
insurance  obtained by the Bank, at its option,  may be single or dual interest,
protecting  its  rights,  rights of the  Owner or joint  rights.  Any  insurance
obtained by the Bank may provide,  at its option,  that such  insurance will pay
the  lesser  of  the  unpaid  balance  of the  indebtedness  or  the  repair  or
replacement  value of the  Collateral.  The  Owner  authorizes  the Bank to give
effect to any of these options  without prior notice to Owner or further consent
from owner.  No matter which  insurance  coverage or repayment  options the Bank
chooses,  the collateral will secure payment of these amounts.  The Bank may use
the  proceeds  of any  insurance  obtained  by Owner or by the Bank to repair or
replace the  collateral or, if the Bank elects to do so, to repay part of all of
the  indebtedness,  and the  Borrowers  will still be  responsible  to repay any
remaining  unpaid  balance of the  indebtedness.  Owner  assigns to the Bank all
amounts payable under the insurance,  including unearned premiums, directing the
insurer to make payment to the Bank, and Owner appoints us  attorney-in=fact  to
endorse any draft.  f) The Owner will not pledge or grant any security  interest
in any of the  Collateral  to  anyone  except  the Bank,  or permit  any lien or
encumbrance  to attach to any of the  Collateral,  or any levy to be made on the
Collateral,  or any financing statement (except financing statements in favor of
the Bank) to be on file against the collateral;  g)The Owner agrees that it will
not permit any return of merchandise,  the sale of which gave rise to any of the
Accounts, except in the usual and regular course of business.

8. Default.  In addition to any right which the Bank may have to demand  payment
of the Indebtedness under any other agreement, upon the occurrence of any of the
following events of default,  the Bank, at its option, may declare any or all of
the Indebtedness immediately due and payable and may exercise any and all of the
rights and remedies of default of a secured  party under the Uniform  Commercial
Code and other applicable law and


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all rights provided herein,  all of which rights and remedies shall, to the full
extent permitted by law, be cumulative. The occurrence of an Event of Default as
defined in the Amended  and  Restated  Credit  Agreement  of even date  herewith
between the  Borrower  and the Bank.  The Bank may require the Owner to assemble
the  Collateral and make it available to the Bank at a place to be designated by
the Bank which is reasonably  convenient to the Bank and the Owner. The Bank may
take possession of the Collateral  without a court order. The Owner shall pay to
the Bank on demand all legal expenses and reasonable attorneys' fees if the Bank
refers this Security  Agreement to an attorney who is not a salaried employee of
the Bank,  appraisal  fees and all  expenses  incurred  or paid by the Bank,  in
protecting  and enforcing the rights of the Bank under this Security  Agreement,
including  the  Bank's  right  to  take  possession  of the  Collateral  and its
proceeds, and to hold, prepare for sale, sell and dispose of the Collateral. Any
required notice by the Bank of sale or other disposition on default, when placed
in the mail and  addressed  to or left upon the  premises  of the Owner,  at the
address  specified next to the Owner's  signature below or such other address of
the Owner as may from time to time be shown on the Bank's records,  at least ten
days prior to such action shall constitute reasonable notice to the Owner.

9. Term.  This  security  Agreement  shall be a continuing  agreement  and shall
remain  in full  force  and  effect  irrespective  of any  interruptions  in the
business relations of the Borrower with the Bank and shall apply to any ultimate
balance which shall remain due by the Borrower to the Bank;  provided,  however,
that the Owner may be written  notice  terminate  this Security  Agreement  with
respect to all  Indebtedness  of the  Borrower  incurred  or  contracted  by the
Borrower  or  acquired  by the  Bank  after  the date on which  such  notice  is
personally  delivered  to or mailed  via  registered  mail and  accepted  by the
Borrower's lending officer.

10.  Execution by More than One Party. The term "Owner" as used in this Security
Agreement  shall, if this instrument is signed by more than one Party,  mean the
"Owner and each of them" and each shall be jointly and  severally  obligated and
liable.  If any Party shall be a partnership,  the agreements and obligations on
the part of the Owner shall  remain in force and  applicable  regardless  of any
changes in the individuals  composing the partnership and the term "Owner" shall
include any altered or successive partnerships and the predecessor  partnerships
and their partners shall not be released from any obligation or liability.

11.  Waivers by the Owner.  The Owner hereby  waives (1) notice of acceptance of
this Security  Agreement and of any extensions or renewals of credit by the Bank
to the Borrower; (2) presentment and demand for payment of the Indebtedness; (3)
protest  and notice of  dishonor  or default to the Owner or to any other  party
with respect to the Indebtedness; (4) all other notices to which the Owner might
otherwise be  entitled;  and (5) if for  business  purposes,  the benefit of the
Homestead Exemption. The Owner


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further  waives any right to require  that any  action be  brought  against  the
Borrower or any other party, to require that resort be had to any security or to
any balance of any  deposit  account or credit on the books of the Bank in favor
of the Borrower or any other party.  The Owner further  agrees that it shall not
be  subrogated  and will not  enforce  on its part or behalf any right of action
which the Bank may have against the borrower  until every  Indebtedness  secured
under this Security Agreement is paid in full.

12. No  Obligations  to Extend  Credit.  This contract shall not be construed to
impose any  obligation on the Bank to extend or continue to extend any credit at
any time.

13. Indemnity.  The Owner agrees to indemnify and hold harmless the Bank and its
subsidiaries,  affiliates, successors, parents, and assigns and their respective
agents,  directors,  employees,  and  officers  from  and  against  any  and all
complaints,   claims,  defenses,  demands,  actions,  bills,  causes  of  action
(including,  without limitation, costs and attorneys' fees), and losses of every
nature and kind  whatsoever,  which may be raised or sustained by any directors,
officers,  employees,   shareholders,   creditors,  regulators,   successors  in
interest,  or  receivers  of the  Borrower  or any third party as a result of or
arising out of, directly or indirectly,  the Bank extending  credit as evidenced
by the  Indebtedness to the Borrower,  and taking the Collateral as security for
the  Indebtedness,  and the Owner  further  agrees to be liable  for any and all
judgments which may be recovered in any such action, claim, proceeding, suit, or
bill,  including any  compromise or settlement  thereof,  and defray any and all
expenses,  including, without limitation, costs and attorneys' fees, that may be
incurred in or by reason of such actions, claims, proceedings, suits, or bills.

14.  Financing  Statements.  The Owner will deliver such  instruments of further
assignment  or  assurance as the Bank may from time to time request to carry out
the intent of this Security Agreement,  and will join with the Bank in executing
financing  statements and other  documents in form  satisfactory to the Bank and
pay the cost of filing the same,  including all recordation,  transfer and other
taxes and fees,  continuation  statements and any other  documents in any public
office  deemed   advisable  by  the  Bank.  The  Owner  agrees  that  a  carbon,
photographic  or other  reproduction  of a financing  statement or this Security
Agreement shall be sufficient as a financing statement.

15.  Successor In Interest.  This Security  Agreement  shall be binding upon the
Owner,  its successors and assigns,  and the benefits  hereof shall inure to the
Bank, its successors and assigns.

16.  Waiver by the Bank.  The Bank may waive any  default or remedy any  default
without waiving the default  remedied or any other prior or subsequent  default.
The Bank's failure to


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exercise any right or take any action under this  Security  Agreement  shall not
constitute a waiver of that or any other right or action.

17. Waiver of Jury Trial.  To the extent legally  permissible,  the Owner waives
all right to trial by jury in any litigation relating to transactions under this
Security Agreement, whether sounding in contract, tort or otherwise.

18.  Governing  Law. The laws of the  jurisdiction  in which the Bank is located
shall govern the  construction  of this  Security  Agreement  and the rights and
duties of the Owner and Parties.

The undersigned have executed or caused this Security  Agreement to be executed,
under seal, as of this 14th day of June, 1996.

                             DUTTERER'S OF MANCHESTER CORPORATION
                             a Maryland corporation
                             By: Mary Beth Bulog
                                 ------------------------
                                 (Signature)
                                 Secretary/Treasurer