EXHIBIT (g)

                     ASSET PURCHASE AGREEMENT


     TTHIS ASSET PURCHASE  AGREEMENT (this "Agreement") is dated as of September
6, 1996 by and among  LOETITIA  ADAM ST.  JAMES  and  CHRIS L. ST.  JAMES  ("St.
James"),  TWB GOURMET FOODS, INC., a Virginia  corporation  ("TWB") CP SPECIALTY
FOODS,   INC.  ("CP   Specialty   Foods")  and  DOUGHTIE'S   FOODS,   INC.  (the
"Doughtie's").


                         R E C I T A L S

         A. Capitalized  terms used in the Recitals to this Agreement shall have
the meanings assigned in Article I.

         B. CP Specialty Foods desires to purchase certain assets of TWB and TWB
desires to sell certain assets of TWB to CP Specialty Foods.

         C. St.  James has  agreed to  release  TWB of any  liability  under the
Employment Contract or license agreement.

         D.  St.  James,  Doughtie's  and TWB have  agreed  to  execute  general
releases, releasing each other from any and all obligations unless expressly set
forth herein to the contrary.


                        A G R E E M E N T

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                            ARTICLE I
                           DEFINITIONS

     Section 1.1 Defined Terms. As used in this  Agreement,  the following terms
have the following meanings:

     "Accounts  Receivable"  shall mean  indebtedness owed to TWB arising out of
the ordinary  course of business  which are more  accurately  listed in Schedule
3.6.

     "Agreement"  shall  mean  this  Asset  Purchase   Agreement,   as  amended,
supplemented or otherwise modified from time to time.

     "Closing Date" shall mean September 6, 1996.



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     "Collateral"  shall mean Equipment,  the License  Agreement,  Inventory and
Accounts Receivable.

     "Contract Date" shall mean the date set forth on page 1 of the Agreement.

     "Contractual  Obligation" shall mean as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of its property is bound.

     "Employment  Contract" shall refer to the employment agreements between St.
James  and TWB  dated  September  5,  1994 as the same may  have  been  amended,
supplemented or otherwise modified from time to time.

     "Financing  Statements" shall refer to the documents filed to perfect TWB's
lien in the Collateral.

     "GAAP" shall mean  generally  accepted  accounting  principles as in effect
from time to time.

     "General  Release"  shall mean the General Mutual Release to be executed by
St.  James,  TWB,  CP  Specialty  Foods  and  Doughtie's  at  closing  in a form
acceptable to all parties and their counsel.

     "Guarantors"  shall refer to St. James.

     "Indebtedness" as to any Person, at a particular time, (a) all Indebtedness
for borrowed money or for the deferred purchase price of property or services in
respect of which such Person is liable,  contingently or otherwise,  as obligor,
guarantor or otherwise,  or in respect of which such Person otherwise  assures a
creditor against loss, including, without limitation,  accounts payable, accrued
expenses and other current liabilities,  and inter-company accounts, and (b) all
liabilities secured by any Lien on any property owned by such Person even though
such Person has not assumed or otherwise become liable for the payment thereof.

     "Inventory"  shall mean good and useable raw material,  finished  goods and
supplies of CP Specialty Foods.

     "Lease  Agreement"  shall mean the Industrial  Lease Agreement dated August
17, 1994 by and between Wendall's Machine & Welding, Inc. and TWB.

     "License  Agreement" shall mean the License Agreement between St. James and
CP Specialty Foods dated April 24, 1996.

     "Lien" shall mean any mortgage, pledge, hypothecation,  assignment, deposit
arrangement,  encumbrance, lien (statutory or other), or preference, priority or
other  security  agreement  or  preferential  arrangement  of any kind or nature
whatsoever (including,  without limitation,  any conditional sale or other title
retention agreement, any financing lease having


<PAGE>



substantially  the same economic effect as any of the foregoing,  and the filing
of any financing  statement under the Uniform  Commercial Code or comparable law
of any jurisdiction).

     "Loan Documents" shall mean the collective reference to this Agreement, the
Note, the Security  Documents,  and all other documents and agreements  executed
and delivered in connection with this Agreement  and/or the Loans, as any of the
same may be amended, supplemented, replaced, restated or otherwise modified from
time to time.

     "Note" shall mean that certain  Promissory  Note dated  September __, 1996,
made by CP Specialty  Foods to TWB for $20,000.00 as set forth in Section 4.1(A)
of this Agreement.

     "Obligors"  shall refer to CP Specialty Foods under the
Note.

     "Person" an individual, a partnership,  a corporation,  a business trust, a
joint stock company, a trust, an unincorporated  association, a joint venture, a
Governmental Authority or any other entity of whatever nature.

     "Requirements  of Law"  shall mean as to any  Person,  the  certificate  of
incorporation and bylaws or other  organizational or governing documents of such
Person,  and  any  law,  treaty,  rule or  regulation,  or  determination  of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of it  properties  or to which such Person
or any of its property is subject.

     "Security  Agreement"  shall refer to the  agreement  between CP  Specialty
Foods and TWB which provides TWB with a Lien on the Collateral.

     "Security  Documents"  shall mean the collective  reference to the Security
Agreement  and  Financing  Statements  and all other  documents  and  agreements
securing  the  Loan,  in whole or in  part,  as any of the same may be  amended,
supplemented, replaced, restated or otherwise modified from time to time.

     Section 1.2 Other Definitional  Provisions.  Except as otherwise  specified
herein,  all references herein (I) to any Person shall be deemed to include such
Person's  successors,  transferees  and  assignees,  but  only,  in the  case of
transferees  and assignees of the parties to this  Agreement,  to the extent the
applicable   transfer  or  assignment  complies  with  the  provisions  of  this
Agreement, and (ii) to any applicable law defined or referred to herein shall be
deemed  references  to such  applicable  law as the same may have been or may be
amended or supplemented from time to time.

          a. When used in this  Agreement,  the words  "herein",  "hereof",  and
     "hereunder"  and words of similar import shall refer to this Agreement as a
     whole and not to any provision


<PAGE>



     of this Agreement, and the words "section",  "schedule" and "exhibit" shall
     refer to Sections of and  Schedules and Exhibits to this  Agreement  unless
     otherwise specified.

          b.  Whenever the context so requires,  each gender  includes the other
     genders, and the singular number includes the plural, and vice versa.

          c. All  terms  defined  in this  Agreement  shall  have  such  defined
     meanings  when used in the Loan  Documents  except as  otherwise  expressly
     stated therein.

          d. When used in this Agreement in conjunction  with a reference to the
     Loan or any Loan Documents, the terms "related" and "relate to" shall refer
     to events,  circumstances  or  conditions  directly  affecting  or directly
     applying to the particular maker, endorser, guarantor or grantor or pledgor
     of collateral with respect to the Loan, as the case may be.

     Section 1.3 Captions.  Article and Section  captions in this  Agreement are
included for  convenience  of reference  only and shall not constitute a part of
this Agreement for any other purpose.


                            ARTICLE II
                         RELEASE OF LIEN

     Doughtie's  hereby agrees to release its lien against the Collateral and to
authorize the sale of TWB's assets upon the agreement of St. James, CP Specialty
Foods and TWB to the terms set forth in this Asset Purchase Agreement.


                           ARTICLE III
                          SALE OF ASSETS

     Section 3.1 Purchase and Sale of Assets. At the Closing Date, TWB agrees to
sell and  transfer to CP  Specialty  Foods,  and CP  Specialty  Foods  agrees to
purchase and acquire from TWB,  the assets set forth in Schedule  3.1,  which is
attached hereto and made a part hereof by reference (the "Purchased Assets").

     Section  3.2  Excluded  Assets.  The  following  are  not  included  in the
Purchased Assets and for emphasis are expressly excluded,  namely (I) cash, cash
equivalents,  Merchandise Credits and securities,  (ii) any accounts receivables
due from orders  filled by TWB prior to April 24,  1996,  (iii) the licenses and
permits which are not  assignable  and (iv) all Equipment not listed on Schedule
3.1.

     Section 3.3 Assumed  Liabilities.  At the Closing,  CP Specialty Foods will
not assume any of the  liabilities  and obligations of TWB except for making the
September rental payment


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of the Lease Agreement and any claim asserted by the ABC chain. Doughtie's shall
no longer have any implied or express obligation to guaranty  obligations due by
TWB which obligations arose subsequent to April 24, 1996 .

     Section 3.4 Purchase Price. CP Specialty Foods agrees to pay TWB a purchase
price equal to One Hundred Seventy-Five Thousand Four Hundred Sixteen and 00/100
Dollars ($175,416.00).  The price consists of the following; (I) Thirty Thousand
and 00/100  Dollars  ($30,000.00)  in cash at closing;  ; (ii) an  assignment of
$20,000 in current accounts  receivable within 45 days after closing and (iii) a
trade credit (without  interest) to Doughtie's Foods, Inc. of $125,416 which can
be used over six (6) years but not  exceeding  $5,000 in any month  without  the
consent of CP Specialty Foods. St. James agrees to unconditionally guarantee the
deferred  portion  of the  purchase  price and the trade  credit.  The  personal
guaranty as it relates to the trade credit shall be in a dollar  amount equal to
the unused  balance of the trade credit,  which shall be due and owing within 45
days  after  CP  fails  to  satisfy  all or part of any  reasonable  request  by
Doughtie's Foods to provide product pursuant to the trade credit or immediately,
without  further  notice,  in the  event  CP  files  for  protection  under  the
Bankruptcy Code. CP shall not impose any minimum  quantities except as set forth
in Schedule 3.4.

     Section 3.5 Security Agreement. The security agreement for the trade credit
and deferred portion of the Purchase Price shall be in the form of Schedule 3.5.

     Section  3.6  Application  of  Accounts  Receivables,   Cash  and  Returned
Merchandise  Credit.  On April 24, 1996 , TWB agreed to transfer  and assign its
Accounts  Receivables,  cash and Returned Merchandise Credit to Doughtie's to be
applied, at its face value amount to the obligations between Doughtie's and TWB.
TWB,  St.  James and CP  Specialty  Foods  agree to  reasonably  cooperate  with
Doughtie's  in any efforts  initiated to collect the Accounts  Receivables.  TWB
certifies  that the Accounts  Receivables  set forth on Schedule  3.6,  which is
attached hereto is an accurate listing of the Accounts  Receivables  assigned to
Doughtie's on April 24, 1996.


                                   ARTICLE IV
                               RELATED AGREEMENTS

     Section 4.1 Other  Agreements  At the Closing  Date,  TWB,  St.  James,  CP
Specialty  Foods and Doughtie's  will enter into certain  additional  agreements
(the  "Related  Agreements")  as follows:  (A) Mutual  Rescission of License and
Escrow  Agreement  between  TWB and St.  James and the return of formulas in the
possession  of  TWB  or  its  agents  which  shall  be in a  separate  agreement
acceptable  to all  parties  and their  counsel  and which  shall be executed at
closing; (B) Mutual release of liabilities  executed by Doughtie's,  TWB and St.
James which shall be in a


<PAGE>



separate  agreement  acceptable to all parties and their counsel and which shall
be executed at closing; Separate Corporate resolutions from TWB, Doughtie's and,
CP Specialty  Foods  authorizing  the  execution of all  documents  contemplated
hereunder;  (D) CP Specialty  Foods' agrees to hold prices charged to Doughtie's
Foods,  Inc. at CP Specialty  Foods' current  published rates, as of the date of
this agreement, a copy of which is attached as Schedule 4.1(d) for products sold
to Doughtie's by CP Specialty Foods for 18 months after the Closing Date; (E) CP
Specialty Foods will satisfy the claim for close-dated product shipped by TWB to
the ABC chain which is  demanding  compensation  and agrees to hold TWB harmless
from such claim; (F) The parties acknowledge that CP Specialty Foods has already
returned  the  unusable  inventory;  (G) If the  $20,000  in  assigned  accounts
receivable have not been paid to Doughtie's  Foods within 60 days after closing,
CP Specialty  Foods and St. James shall jointly and severally be liable for this
$20,000 pursuant to the Note attached hereto as Schedule 4.1(g), which Note will
be secured by the security  agreement  attached  hereto as Schedule  3.5; (H) CP
Specialty  Foods agrees that during the period while there is an unused  balance
on the trade credit, if Doughtie's Foods is providing CP Specialty Foods product
to any of its  customers,  CP  Specialty  Foods will not sell its product to the
customers  listed  on the  attached  Schedule  4.1(h);  nor will it  direct  any
distributor  to do so, it being  understood,  however,  that CP Specialty  Foods
cannot control  distributor  sales; (I) St. James shall at closing authorize Ron
Gates as escrow agent to deliver their 1500 shares of stock in TWB to TWB or its
designee.


                                    ARTICLE V
                      REPRESENTATIONS AND WARRANTIES OF TWB

     TWB represents and warrants to CP Specialty Foods the following:

     5.1 Non-Contravention.  The execution and delivery by TWB of this Agreement
and the Related  Agreements  do not, and the  consummation  of the  transactions
contemplated hereby and thereby,  will not (I) result in a default, or give rise
to any right of termination,  cancellation or acceleration  (whether immediately
or after the giving of notice or the passage of time, or both), under the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
agreement, lease or other instrument or obligation to which TWB is a party or by
which TWB or any of the  purchased  assets  may be bound by a Person  other than
Doughtie's,  or (ii) violate any order, writ, injunction,  decree, statute, rule
or regulation  applicable to TWB, any of the purchased assets or the business of
the TWB.

     5.2 Litigation.  There are no actions,  suits,  claims,  investigations  or
proceedings (legal, administrative or arbitrative) pending or threatened against
TWB, whether at law or in equity and whether civil or criminal in nature, before
any


<PAGE>



court,   arbitrator,    governmental   department,    commission,    agency   or
instrumentality, which, if adversely determined, could reasonably be expected to
affect the  purchased  assets.  Furthermore,  there are no  existing  judgments,
orders  or  decrees  of any such  court,  arbitrator,  governmental  department,
commission,  agency or other  instrumentality  which have, or can  reasonably be
expected to have, the effect described in the preceding sentence.

     5.3 Title to Properties.  TWB will deliver good and marketable title to all
of the  purchased  assets,  free and  clear of any  liens,  mortgages,  charges,
security  interests  or  other  encumbrances  and has paid  all  sales  taxes in
connection  with the  purchased  assets,  except for the  security  interest  in
Collateral to secure Notes (collectively the "Encumbrances").  Doughtie's, also,
agrees to release its existing lien on the Purchase Assets.

     5.4 Material Contracts.  TWB has not breached any material contract,  lease
or other  agreement  to which it is a party and has no  knowledge of a breach by
any other party to any such material contract,  lease or other agreement,  which
affects or can reasonably be expected to affect the purchased assets.


                                   ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES OF ST. JAMES

     CP Specialty Foods represents and warrants to TWB the following:
          6.1  Organization;   Authority.  CP  Specialty  Foods  has  power  and
authority to execute and deliver this  Agreement and the Related  Agreements and
to consummate the transactions  contemplated  hereby and thereby.  The execution
and delivery of CP Specialty  Foods of this Agreement and the Related  Agreement
and the consummation by him of the transactions contemplated hereby and thereby,
have been duly authorized by CP Specialty Foods, and no other proceedings on the
part of CP Specialty  Foods are necessary with respect  thereto.  This Agreement
constitutes,  and the Related  Agreements  when  executed  and  delivered by the
parties will  constitute,  valid and binding  obligations of CP Specialty Foods,
enforceable  in  accordance  with  their  terms  except  as  limited  by (I) any
applicable  bankruptcy,  insolvency,  reorganization,  moratorium or similar law
affecting  creditors'  rights  generally or (ii) general  principles  of equity,
whether considered in a proceeding in equity or at law.

     6.2  Consents  and  Approvals.  There is no  requirement  applicable  to CP
Specialty Foods to make any filing with, or to obtain any consent or approval of
any  public  body,   business  entity  or  individual  as  a  condition  to  the
consummation of the transactions contemplated by this Agreement.

     6.3 Non-Contravention.  The execution and delivery by CP Specialty Foods of
this  Agreement  and the  Related  Agreements  does not and will not result in a
default, or give rise to any right of termination,  cancellation or acceleration
(whether immediately


<PAGE>



or after the giving of notice or the passage of time, or both), under the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
agreement,  lease or other  instrument or obligation to which CP Specialty Foods
is a party or by which CP  Specialty  Foods may be bound,  or violate any order,
writ, injunction, decree, statute, rule or regulation applicable to CP Specialty
Foods.


                                   ARTICLE VII
                              ADDITIONAL AGREEMENTS

     7.1 Collection of Receivables.  Doughtie's shall have the right to initiate
any  collection  actions  against  debtors who are  customers  of TWB to collect
Accounts  Receivables.  TWB shall  execute any and all  documents  necessary  to
properly transfer and assign any Accounts Receivables to Doughtie's.

     7.2 Expenses. Except as otherwise provided in this Agreement, all costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby will be paid by Doughtie's,  CP Specialty Foods or St. James
according to which of them incurred such costs and expenses.

     7.3 Public  Announcements.  The parties will consult with each other before
issuing any press releases or making any public  statements with respect to this
Agreement, and the transactions contemplated hereby, and will not issue any such
press  release or make any such  public  statement  without  the  consent of the
other.

     7.4  Subsequent  Events.  If any event  shall  occur after the date of this
Agreement and prior to the Closing which, had it occurred prior to the execution
of this  Agreement,  should have been disclosed by TWB or CP Specialty  Foods to
the other or Doughtie's  in a  representation  and warranty or otherwise,  then,
upon the  happening of such event,  the party which would have been  required to
disclose the  happening of such event prior to the  execution of this  Agreement
will promptly disclose it to the other party.

     7.5 Efforts to Consummate. Each of the parties agrees to use its reasonable
best  efforts to  consummate,  as  promptly  as  practicable,  the  transactions
contemplated  hereby.  Each party  agrees to  cooperate  fully with the other in
assisting it to comply with the provisions of this Section.

     7.6 Further  Assurances.  TWB will use reasonable  efforts to implement the
provisions  of this  Agreement,  and for  such  purpose,  at the  request  of CP
Specialty  Foods or  Doughtie's,  will at or after  the  Closing  Date,  without
further consideration, promptly execute and deliver such additional documents as
CP Specialty  Foods or Doughtie's may reasonably  deem necessary or desirable in
order to consummate more effectively the transactions contemplated hereby and to
vest in CP Specialty  Foods title to the purchased  assets free and clear of any
Encumbrances  and properly  document St.  James  obligations  under the Note and
Security Documents.


<PAGE>




     7.7 Labels.  Doughtie's  authorizes CP Specialty Foods to use the remaining
labels in TWB's  Inventory  which contain  Doughtie's UPC Header Code 78087.  CP
Specialty Foods,  however,  cannot reorder any additional labels with Doughtie's
UPC Header Code.  Furthermore,  CP Specialty  Foods agrees to indemnify and hold
Doughtie's  harmless  for  any  and all  losses  or  claims  filed  against  the
Doughtie's  which result from CP Specialty Foods' use of the remaining labels in
its Inventory.

     7.8  Restricted Authority.  Chris St. James shall have no
authority to negotiate checks made payable to TWB, to dispose of
any of the Purchased Assets except as provided herein, or to
negotiate or modify the amount of the existing Accounts
Receivables.  TWB and Doughtie's will not negotiate checks made
payable to CP Specialty Foods.


                           ARTICLE VIII
                  DOCUMENTS DELIVERED AT CLOSING

     8.1  Deliveries  by TWB.  At the  Closing  or sooner in some case TWB shall
deliver the following:

          (a) a Bill of Sale and Assignment  and such other  documents as may be
necessary to transfer to CP Specialty Foods the Purchased  Assets,  all of which
shall be in form satisfactory to CP Specialty Foods; and

         (b)  an  executed  Mutual  Release  of  License  Agreement  and  Escrow
Agreement and formula held in escrow; and

         an  executed   corporate   resolution   necessary  to   authorize   the
transactions contemplated hereunder; and

         (d) cash on hand and a proper  assignment  of Accounts  Receivables  to
Doughtie's; and

         (e) an executed General Mutual Release Note to Doughtie's; and

         (f) such  additional  documents as CP Specialty Foods or Doughtie's may
reasonably request.

     8.2  Deliveries by CP Specialty  Foods.  At the Closing CP Specialty  Foods
shall deliver the following:

         (a) settlement funds due TWB required under this Agreement; and

         (b) The executed Note and Security Documents; and

         (c) Such other additional documents as CP Specialty Foods or Doughtie's
may reasonably request; and

<PAGE>





          (d)     Mutual release of liabilities; and

          (e)     Mutual rescission of license.

     8.3 Delivery by St. James. An  unconditional  guarantee to pay the Note and
trade credit, if necessary, and a mutual release.

     8.4 Closing Documents. All documents required under this Agreement shall be
in such form as provided in the  Exhibits or if not  attached as an Exhibit in a
form acceptable to all parties and their counsel.


                                   ARTICLE IX
                 CONDITIONS TO OBLIGATION OF CP SPECIALTY FOODS

     The  obligation  of CP  Specialty  Foods  to  consummate  the  transactions
contemplated  by this  Agreement  is subject,  to the extent not waived,  to the
following conditions.

     9.1  Representations  and  Warranties.  Each  of  the  representations  and
warranties of TWB contained in this  Agreement  shall be true and correct in all
respects as of the date of this Agreement and as of the Closing.

     9.2 Performance of this Agreement.  TWB and Doughtie's  shall have complied
with all of their obligations under this Agreement.

     9.3 Consents and  Approvals.  All  consents and  approvals of  governmental
bodies,  business  entities or individuals which TWB must obtain to transfer the
purchased assets.


                                    ARTICLE X
                         CONDITIONS TO OBLIGATION OF TWB

     The obligation of TWB to consummate the  transactions  contemplated by this
Agreement is subject, to the extent not waived, to the following conditions.

     10.1  Representations  and  Warranties.  Each  of the  representations  and
warranties of CP Specialty  Foods  contained in this Agreement shall be true and
correct in all respects as of the date of this Agreement and as of the Closing.

     10.2 Performance of this Agreement. CP Specialty Foods and Doughtie's shall
have complied with all of its obligations under this Agreement.

     10.3  Corporate  Authorization.  All  action  required  to be  taken  by CP
Specialty Foods in connection with the transactions


<PAGE>



contemplated  by this Agreement  shall have been taken,  all documents  incident
thereto  shall  be  reasonably  satisfactory  in  substance  and form to TWB and
Doughtie's and TWB and  Doughtie's  shall have received such originals or copies
of such documents as it may reasonably request.

     10.4 Merger.  Dutterers of Manchester  Corporation,  a Maryland corporation
shall have merged into TWB.


                                   ARTICLE XI
                     CONDITIONS TO OBLIGATIONS OF Doughtie's

     The obligations of Doughtie's to consummate the  transactions  contemplated
by this  Agreement is subject,  to the extent not waived of legally  binding the
transfer of St.  James'  interest in TWB to TWB or its assigns at no  additional
cost to Doughtie's.


                                   ARTICLE XII
                               GENERAL PROVISIONS

          12.1  Notices.  All  notices and other  communications  required to be
given to the  parties  hereto  shall be in  writing  and shall be (I)  delivered
personally,  (ii)  transmitted  by  telefax  or (iii)  mailed by  registered  or
certified mail (return receipt requested and postage prepaid) as follows:


               If to St. James, to:

               Loetitia Adam St. James and Chris L. St. James
               9304 Willow Terrace
               Norfolk, Virginia
               Telefax No.:531-9440

               with a copy to:

               Ronald M. Gates, Esquire
               Payne, Gates, Farthing & Radd, P.C.
               15th Floor, Dominion Tower
               999 Waterside Drive
               Norfolk, Virginia  23510
               Telefax No.:627-6583

               If to Doughtie's, to:

               Vernon Mules
               c/o Doughtie's Foods, Inc.
               2700 Lord Baltimore Drive
               Baltimore, Maryland  21244

               with a copy to:

               William R. Waddell, Esquire
               9000 World Trade Center
               Norfolk, Virginia  23510
               (804) 640-3722

               If to TWB, to:

               Doughtie's Foods, Inc.
               2410 Wesley Street
               Portsmouth, Virginia  23707
               and
               Loetitia Adam St. James and Chris L. St. James
               9304 Willow Terrace
               Norfolk, Virginia
               Telefax No.: 531-9440

or to such other business entities, individuals, addresses or telefax numbers as
the parties entitled thereto shall specify from time to time by notice. If given
personally or transmitted by telefax, a notice or other  communication  shall be
deemed to have been given  when it is  received.  If given by mail,  it shall be
deemed to have been given on the third  business day  following the day on which
it was posted.

     12.2  Interpretation.  The  headings  contained in this  Agreement  are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

     12.3 Schedules. The information contained in any schedule which is referred
to in a  representation  or warranty  shall be deemed to have been  disclosed in
connection  with, and be a part of, that particular  representation  or warranty
only, and shall not be deemed a part of any other representation or warranty.

     12.4  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     12.5 Miscellaneous. This Agreement (I) constitutes the entire agreement and
supersedes any prior agreements or understandings,  written or oral, between the
parties with respect to the subject matter hereof;  (ii) is not intended to, and
shall not confer upon any other person or business entity other than the parties
hereto, any rights or remedies with respect to the subject matter hereof;  (iii)
shall not be  assigned  by  operation  of law or  otherwise;  and (iv)  shall be
governed in all  respects by the laws of the  Commonwealth  of Virginia  without
regard to its choice of law rules.

     IN WITNESS  WHEREOF the parties  hereto  have caused this  Agreement  to be
executed and their  corporate  seals to be hereto  affixed and attested by their
duly authorized officers.

                              TWB GOURMET FOODS, INC.



<PAGE>



                              By: /s/ Marion S. Whitfield, Jr.
                                 -----------------------------
                              Its:      Authorized Agent
                                  ----------------------------


                               /s/ Loetitia Adam St. James
                              --------------------------------
                              LOETITIA ADAM ST. JAMES



                               /s/ Chris L. St. James
                              --------------------------------
                              CHRIS L. ST. JAMES


                              DOUGHTIE'S FOODS, INC.

                              By: /s/ Marion S. Whitfield, Jr.
                                 -----------------------------
                              Its:  Senior Vice President
                                  ----------------------------


                              CP SPECIALTY FOODS, INC.

                              By: /s/ Andrew J. Feldman
                                 -----------------------------
                              Its:    President
                                  ----------------------------