EXHIBIT (e)(3)

                           TRADEMARK LICENSE AGREEMENT

         THIS  LICENSE  AGREEMENT  ("Agreement")  is made as of the  28th day of
February,  1997, by and between DOUGHTIES'S FOODS, INC., a Virginia  corporation
with offices located in Portsmouth, Virginia (the "Licensor") and SMITHFIELD HAM
AND PRODUCTS COMPANY, INCORPORATED (the "Licensee").


                                               W I T N E S S E T H T H A T:


     WHEREAS,  Licensor is the owner of the federally  registered  (Registration
No. 1053389) trademark DOUGHTIE'S; and,

     WHEREAS,  Licensee  wishes  to  produce,  market  and sell  Doughtie's  BBQ
products, Chili Products, Sauces, Soups, and Stews, under the Trademark; and

     WHEREAS,  Licensor  is willing  to grant to  Licensee  licenses  to use the
trademark on the Goods  pursuant to the terms of this  Agreement,  and to pursue
the registration of the said Trademark with the United States Patent Office.

     NOW,  THEREFORE,  for good and valuable  consideration  and the exchange of
obligations and promises contained herein, the parties hereby agree as follows:

         1. Definitions. For the purposes of this Agreement, the terms below are
defined as follows:

         "Goods" means the items shown on Exhibit A.

         "Territory" means the United States, its territories and protectorates.

         "Trademark" means the trademark "DOUGHTIE'S" as federally registered.

         2. Grant of Licenses. Licensor hereby grants to Licensee:

                  a. an exclusive paid-up license (the "Retail License"), to the
exclusion  of Licensor as well as third  parties,  for the use of the  trademark
DOUGHTIE'S  to produce,  market,  and sell the Goods in the  Territory to retail
groceries,  including,  without  limitation,  Sam's Club and  similar  wholesale
clubs, mass merchandisers, military commissaries, convenience stores and vending
machines,  and all other retail  outlets that sell to the general public without
repackaging; and

                  b.  a  non-exclusive   paid-up  license  (the   "Institutional
License") for the use of the trademark DOUGHTIE'S,  to produce, market, and sell
the Goods in the Territory to the institutional food service distributors listed
on Exhibit B attached hereto and made a part hereof; and




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                  c. Licensee  agrees that it shall not use the Trademark or any
form of the  DOUGHTIE'S  name except as expressly  permitted by this  Agreement.
Licensee may add BBQ products,  cili products,  and BBQ or chile sauces (but not
other products) to its "DOUGHTIE'S" product line without the consent of Licensor
provided that each such added  product meets the quality  standards of Section 7
herein.  Each such added product shall be subject to the terms and conditions of
this Agreement.

         3.       Term.

                  a. The term of the  Retail  License  shall be for a period  of
five (5) years from the date  hereof,  automatically  renewable  for  successive
twenty (20) year terms,  unless sooner  terminated  under the provisions of this
Agreement.

                  b. The term of the Institutional  License shall be for two (2)
years from the date hereof,  unless sooner  terminated  under the  provisions of
this Agreement.

         4.  Ownership of the  Trademark.  It is expressly  agreed that Licensor
retains  ownership of the Trademark and that any and all use of the Trademark by
Licensee  will inure to the benefit of the Licensor and that the Licensor  shall
continue  during the term hereof and  thereafter  to use the  Trademark  for all
products  other  than the  Goods.  Licensee  shall  not  contest  the  validity,
ownership or title of Licensor to any of the  Trademark  and Licensee  shall not
apply  for nor  assist  or aid  others  in  applying  for  registrations  of the
Trademark or any other tradename or trademark which could be confusingly similar
to the Trademark in any state, country or other political  jurisdiction anywhere
in the world. In the event the Licensee  desires to make use of the Trademark in
a country other than the United States,  the Licensee  shall so notify  Licensor
and advise  Licensor of the  country or other  political  jurisdiction  in which
Licensee desires to use the Trademark and, at the expense of and for the account
of Licensee,  Licensor shall  forthwith  apply for a registration in the name of
the  Licensor  for  the  name  of  the  Trademarks.   Any  applications  for  or
registrations  of the Trademark shall issue and be maintained in the name of the
Licensor and the new applications  and/or  registrations shall be included under
the terms of this Agreement.

         5. Registration of Trademark.  Licensor shall, at its expense, maintain
the federal  registration for the Trademark  "DOUGHTIE'S" with the United States
Patent and Trademark Office for the Goods in the Territory, and shall not permit
the registration to become  abandoned.  The failure to maintain the registration
of the  Trademark  shall not  diminish  Licensee's  rights to the use of same as
provided herein.

         6.       Use of the Trademark.

                  a. Licensee shall affix the Trademark to the Goods in a manner
consistent with the labels that are used by the Licensor on its products bearing
the same  Trademark or as  otherwise  specified in writing by Licensor and shall
display the Trademark on all written  materials  utilizing  the  Trademark  with
prominence  achieved at a minimum,  by  capitalizing  the initial  letter of the
Trademark.  The Licensee shall display the circle  registration symbol (a) after
the  Trademark on the Goods and at least once in the written  materials  and the
Goods, and written materials shall bear the following ownership notice:

         DOUGHTIE'S is a trademark of Doughtie's Foods, Inc.




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                  b. Licensee shall provide reasonable assistance to Licensor in
executing  documents for the Licensor to obtain whatever  additional  protection
Licensor  deems  reasonably  necessary  to protect  Licensor's  interest  in the
Trademarks.

         7.       Quality Control.

                  a. All Goods marketed and sold by Licensee under the Trademark
shall not be of a quality  less than the  quality  of such  Goods now being sold
under the  Trademark by Licensor,  and Licensee  shall  consistently  apply good
manufacturing  practices in all phases of production,  packaging,  storage,  and
shipment of the Goods. For the purpose of ensuring such quality, Licensor may at
any  reasonable  time during  regular  business  hours  inspect  the  processing
facilities of Licensee, inspect the Goods at the places where they are processed
or stored and take reasonable samples thereof.

                  b. At least once per calendar  year upon receipt of Licensor's
written  request,  Licensee shall furnish to Licensor two (2) cases of Goods and
representative  samples of labels,  packaging and advertising  materials bearing
the Trademarks.

                  c. Licensee shall comply with all applicable federal and state
laws and  regulations  regarding the processing and packaging of the Goods,  and
its failure to do so will be deemed a material breach of this Agreement.

                  d.  Licensee  acknowledges  that  Licensor  has an  overriding
interest in protecting  the  reputation  of Licensor and of  DOUGHTIE'S  branded
products.  Accordingly,  Licensee shall,  immediately upon notice thereof, fully
inform Licensor as to any actual or proposed action, by any governmental agency,
consumer or environmental  group,  media or other  organization  directed toward
removing  any quantity of any of the Goods from the market in all or any portion
of the Territory,  based on alleged injury or death, alleged  unwholesomeness or
potential  for harm,  alleged  contamination,  tampering  or similar  act and/or
alleged  violation of law in connection with  production,  labeling,  packaging,
storage, shipment,  advertising and/or sale. Except for the removal of the Goods
from the  inventories of third parties in the ordinary  course of normal quality
maintenance  as  established  by  industry  norms based on the shelf life of the
Goods,  Licensee shall likewise  immediately  and full inform Licensor as to any
proposal on Licensee's  part to remove any quantity of any of the Goods from the
market  in all or in any  portion  of the  Territory  on  account  of  suspected
nonconformity  with  the  specifications,  improper  labeling,  unwholesomeness,
possibility  of consumer  harm and/or  violation of any law(s).  Licensee  shall
closely  coordinate with Licensor in respect to any proposed  actions and public
statements in respect to the foregoing,  and shall  carefully  consider,  and if
reasonable  to do so,  follow all  requests  of  Licensor  in  respect  thereto.
Licensee  shall not issue any public  statement  implying  that Licensor has any
responsibility for the manufacture,  packaging,  labeling, shipping, advertising
or any  other  activity  related  to the  sale  of the  Goods.  All  information
pertaining  to the  matters  dealt  with in this  Section  7.d  shall be held in
absolute  confidence,  except only as between  Licensee  and  Licensor and their
respective  attorney(s)  or as  ordered  by any  court or  agency  of  competent
jurisdiction.  Any violation of Licensee's obligations described in this Section
7.d shall be grounds for immediate termination of this Agreement.


         8. Infringement.  Licensee shall immediately notify Licensor of any use
of the Trademark by third parties which


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infringes  the  Retail  License  or  the  Institutional   License  during  their
respective terms. Licensor shall have the obligation to pursue any infringements
of the Trademark at Licensor's  expense;  provided  however that Licensor may at
its  option,  in lieu of such  defense,  transfer  and convey the  Trademark  to
Licensee  for use on and in  connection  with  the  Goods  and any  other  items
Licensor  may have  approved  under  Section 2 hereof  If  Licensor  makes  such
transfer, Licensee shall grant to Licensor a perpetual,  paid-up license for all
uses not then covered by Licensee's  license,  on terms  comparable to those set
out herein  excluding the provisions  herein dealing with the duty to defend the
Trademark.  In the event  Licensor  files suit and is  successful in obtaining a
decision of  infringement,  any monetary award of the court in Licensor shall be
for  Licensor's  sole  account.  Licensor  shall not enter  into any  settlement
agreements with any infringers that permits the continuing use of the infringing
mark unless  Licensee has been advised of all of the terms of the settlement and
has agreed in writing  to the  Licensor's  acceptance  of such  terms.  Licensee
agrees to reasonably  cooperate with Licensor in pursuing  infringements  of the
Trademark.  In the event that Licensor  takes no action  against an infringer of
the Trademark, Licensee may do so at Licensor's expense and may join Licensor as
a party,  and Licensor shall provide all reasonable  cooperation to Licensee for
the  prosecution  of the case.  In the event the  Licensee is awarded a monetary
judgment for the successful prosecution of the infringement,  the award shall be
for the sole  account of the  Licensee,  subject to a credit to the Licensor for
its obligation to bear the expense of the action.  Licensee shall not enter into
any settlement agreements with any infringers that permits the continuing use of
the  infringing  mark unless  Licensor  has been advised of all the terms of the
settlement and has agreed in writing to Licensor's acceptance of such terms.

         9.       Assignability.

                  a. This Agreement shall be assignable by Licensee upon written
approval of Licensor,  which approval shall not be unreasonably withheld. It is,
however, understood and agreed that it shall not be unreasonable for Licensor to
withhold its approval of such an assignment to a direct competitor of Licensor.

                  b. Licensor shall have the  unrestricted  right to assign this
Agreement.

         10. Termination. Licensor may terminate this Agreement as follows:

                  a. Upon sixty (60) days  written  notice to  Licensee  for any
breach by  Licensee of any of its  obligations  hereunder.  Licensee  shall have
sixty  (60) days from  receipt  of the notice to remedy or make a good faith and
expeditious effort toward remedy of such breach.

                  b. If  Licensee  becomes  insolvent,  ceases sale of the Goods
bearing the Trademark  (that are then covered by this Agreement) for a period of
one year and/or files for  bankruptcy  under the  provisions of Chapter 7 of the
Bankruptcy Code, Licensor may immediately terminate this Agreement.

         11. Notices. All notices,  requests or other  communications  hereunder
shall be in writing,  addressed to  Doughtie's  or  Americana,  at the following
addresses:



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         (i)      If to Doughtie's:

                  Mr. Vernon Mules, Chairman
                  Doughtie's Foods, Inc.
                  P.O. Box 7229
                  115 Chautauqua Avenue
                  Portsmouth, VA   23707

                  Telephone:  (757) 399-6007

                  with copy to:

                  William R. Waddell, Esquire
                  McGuire, Woods, Battle and Boothe, L.L.P.
                  World Trade Center - Suite 9000
                  101 West Main Street
                  Norfolk, VA   23510-1655

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

         (ii)     If to Smithfield:

                  Mr. Peter D. Pruden, III, President
            The Smithfield Ham & Products Company, Incorporated
                  P. O. Box 487
                  Smithfield, VA   23430

                  Telephone:  (757) 357-2121
            Telecopier: (757) 357-5407

                  with copy to:

                  Bernard C. Baldwin, III, Esquire
            Edmunds & Williams, P.C.
            801 Main Street (24504)
            P. O. Box 958 (24505)
            Lynchburg, VA

                  Telephone:  (757) 357-2121
            Telecopier: (757) 357-5407


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

         12.  Captions.  The captions used in connection with the paragraphs and
subparagraphs of this Agreement are inserted only for the purpose of reference.


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Such captioning shall not be deemed to govern,  limit,  modify, or in any manner
affect the scope,  meaning or intent of the  provisions of this Agreement or any
part thereof; nor shall such captions otherwise be given any legal effect.

         13. Governing Law. This Agreement shall be construed in accordance with
the law of the State of Virginia and the United States of America.

         14.  Entire  Understanding.   This  Agreement  constitutes  the  entire
understanding  of the parties  with  respect to the subject  matter  hereof.  No
alterations,  changes or  amendments  hereto shall be  effective  unless made in
writing signed by both parties.

         15.      Indemnification.

                  a. By Licensee. Licensee shall be liable for and hereby agrees
promptly,  competently,  completely  and at not  cost to  Licensor,  to  defend,
release, discharge, fully indemnify and hold Licensor and each of its directors,
officers,  employees  and agents  harmless  from and against any and all claims,
demands, damage,  liability,  actions, causes of action, loss, cost and expenses
of any nature  whatsoever  (including with limitation,  investigation  costs and
expenses and  accountant's  fees and expenses and  attorneys'  fees and expenses
incident thereto) by reason of any actual or alleged injury,  including death of
any person whomsoever,  or any actual or alleged financial loss to any person or
other entity,.  whomsoever or whatsoever,  or any actual or alleged loss, damage
or  destruction  of property of every class and  description  owned by or in the
possession  of any person or other  entity,  whomsoever  or  whatsoever,  in any
manner and  however  arising  out of or  attributed  to  Licensee's  production,
manufacture, marketing, or sale of the Goods pursuant to this Agreement.

                  b. By Licensor. Licensor shall be liable for and hereby agrees
promptly,  competently,  completely  and at no  cost  to  Licensee,  to  defend,
release, discharge, fully indemnify and hold Licensee and each of its directors,
officers,  employees  and agents  harmless  from and against any and all claims,
demands, damage,  liability,  actions, causes of action, loss, cost and expenses
of any nature  whatsoever  (including with limitation,  investigation  costs and
expenses and  accountant's  fees and expenses and  attorney's  fees and expenses
incident  thereto)  arising  by  reason  of  Licensor's  breach  of  any  of its
representations, warranties, or covenants contained in this Agreement.


                           IN WITNESS  WHEREOF,  the  parties  hereto have cause
this Agreement to be executed by their duly authorized officers the day and year
first above written.


                             DOUGHTIE'S FOODS, INC.

                             By: Marion S. Whitfield, Jr.
                                 (Signature)
                                 Senior Vice President


                             SMITHFIELD HAM AND PRODUCTS
                               COMPANY, INCORPORATED

                             By: Peter D. Pruden, III
                                 (Signature)
                                 President