Exhibit 10(h)(3)



                  THIS TRADEMARK  LICENSE AGREEMENT (the "Agreement") is made as
of April 14, 1997, by and between DOUGHTIE'S FOODS, INC., a Virginia corporation
("Licensor")   and  CODDLE   ROASTED   MEATS,   INC.,  a  Virginia   corporation
("Licensee").

         Licensor and Licensee  have  entered into an Asset  Purchase  Agreement
dated as of  March  18,  1997  (the  "Purchase  Agreement"),  pursuant  to which
Licensor  has agreed to sell  certain  assets of its  manufacturing  division to
Licensee.  Licensee  wishes to  produce,  market  and sell the  items  listed on
Exhibit A (the  "Goods"),  attached  hereto  and made a part  hereof,  under the
Licensor's   federally   registered   (Registration   No.   1053389)   trademark
"DOUGHTIE'S" (the  "Trademark"),  and Licensor is willing to grant to Licensee a
license to use the Trademark pursuant to the terms of this Agreement.

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

                  1. Grant of  License.  Licensor  hereby  grants to Licensee an
exclusive  (except as to Licensor),  paid-up license (the "License") for the use
of the trademark DOUGHTIE'S to produce, market, and sell the Goods in the United
States of America,  including its territories and  protectorates,  provided that
such  sales are  limited  to  Licensor  and to the  institutional  food  service
distributors  listed  on  Exhibit  B  attached  hereto  and made a part  hereof.
Licensee  agrees  that  it  shall  not  use  the  Trademark  or any  form of the
Doughtie's  name except as expressly  permitted by this  Agreement and shall not
use the Trademark in connection  with (i) any products except the Goods and (ii)
any sales to  customers  other  than  Licensor  and those  listed on  Exhibit B.
Nothing herein shall prohibit Licensor's use of the Trademark in connection with
the Goods or otherwise.

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

                  3.  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  Licensor  and that the
Licensor  shall  continue  during  the term  hereof  and  thereafter  to use the
Trademark without restriction under the terms of this Agreement.  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  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.

                  4. 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.

                  5. 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  ((R)) 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.

                           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.

                  6. 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.

                  7. Infringement. Licensee shall immediately notify Licensor of
any use of the Trademark by third parties which infringes the License during the
term  of  this  Agreement.   Licensor  shall  have  the  option  to  pursue  any
infringement  of  the  Trademark  at  Licensor's  expense.  Licensee  agrees  to
reasonably  cooperate with Licensor in pursuing  infringements of the Trademark,
and  Licensor  agrees to pay  Licensee  any  expenses  incurred  by  Licensee in
connection  with the action.  In the event Licensor files suit and is successful
in  obtaining a decision of  infringement,  any  monetary  award of the court in
Licensor's  favor  shall be for  Licensor's  sole  account.  In the  event  that
Licensor takes no action against an infringer of the Trademark,  Licensee may do
so at Licensee's  expense and may join Licensor as a party.  Licensor  agrees to
reasonably cooperate with Licensee for the prosecution of the case, and Licensee
agrees to pay Licensor for any expenses  incurred by Licensor in connection with
the action.  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.  Licensee shall not enter into any settlement agreement
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.

                  8. 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.

                  9.   Termination.   In  addition  to  any  other   termination
provisions in this Agreement, Licensor may immediately terminate this Agreement:

                           a. after providing written notice to Licensee for any
material breach by Licensee of any of its obligations hereunder, and such breach
has not been cured within sixty (60) days from receipt of such notice; or

                           b. if Licensee becomes insolvent,  ceases sale of the
Goods  bearing  the  Trademark  for a  period  of one  year,  and/or  files  for
bankruptcy under the provisions of Chapter 7 of the Bankruptcy Code.

                  10.  Notices.  All notices,  requests or other  communications
hereunder  shall be in  writing,  addressed  to  Licensor  or  Licensee,  at the
following addresses:

(i)  If to Licensor:

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 Licensee:

Mr. Bruce R. Biddle
824 Oldham Road
Virginia Beach, VA   23464

Telephone:   (757) 487-5215


with copy to:

Charles E. Payne, Esquire
Payne, Gates, Farthing & Radd, P.C.
Attorneys and Counsellors at Law
Fifteenth Floor, Dominion Tower
999 Waterside Drive
Norfolk, VA 23510

Telephone:        (757) 640-1500
Telecopier:       (757) 627-6583

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 Stated 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 closed of business,  local time of the recipient,  on the
third day after it is so placed in the mail.

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

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

                  13.  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.

                  14. Indemnification.

                           a. By  Licensee.  Licensee  shall be  liable  for and
hereby agrees promptly,  competently,  completely and at no 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, except
for any  cause of action  for  infringement  by  reason of use of the  Trademark
licensed hereunder.

                           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 attorneys'  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: /s/ Marion S. Whitfield

                           Its: Senior Vice President


                           CODDLE ROASTED MEATS, INC.

                                         By: /s/ Bruce R. Biddle

                                         Its: Secretary


EXHIBIT A:        GOODS
EXHIBIT B:        INSTITUTIONAL FOOD SERVICE DISTRIBUTORS