Exhibit 10(h)(2)


         THIS PRODUCT SUPPLY AGREEMENT (the "Agreement") is made as of April 14,
1997,  by and  between  CODDLE  ROASTED  MEATS,  INC.,  a  Virginia  corporation
(hereinafter  referred to as "Coddle");  and DOUGHTIE'S FOODS,  INC., a Virginia
corporation (hereinafter referred to as "Doughtie's").

                                    RECITALS

         A. Pursuant to the Asset Purchase  Agreement dated as of March 18, 1997
(the "Purchase  Agreement"),  by and between  Doughtie's and Coddle,  Coddle has
agreed to buy  certain  of the  assets of  Doughtie's  Manufacturing  Processing
Division (the "Transaction").

         B.  Following  the  Closing  of the  Purchase  Agreement,  Coddle  will
manufacture  and sell to Doughtie's the Coddle  Products  (hereinafter  defined)
under the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         A. Purchase and Sale of Products.  Subject to the terms and  conditions
of this Agreement, Coddle agrees to sell to Doughtie's, and Doughtie's agrees to
purchase  from Coddle at the  Purchase  Price (as  hereinafter  defined)  all of
Doughtie's requirements for the products identified on Exhibit A attached hereto
and made a part hereof (the "Coddle Products").

         With  respect  to the  products  listed on  Exhibit A, it is agreed and
understood that the term "Coddle  Products" as used herein is to be construed to
mean the identical products listed on Exhibit A, produced and manufactured under
the same formulas used by Doughtie's  during its  manufacture  of such products,
which  formulas  are being sold to Coddle  pursuant to the terms of the Purchase
Agreement.  Doughtie's shall be under no obligation hereunder to purchase Coddle
Products which are produced with different formulas or recipes.

         B.  Multi-Unit  and Large End User  Accounts.  Doughtie's  shall not be
obligated to purchase Coddle Products hereunder for sale to (i) any account with
over  five  (5)  affiliated  locations  (a  "Multi-Unit  Account"),  or (ii) any
end-user account with aggregate annual  purchases  exceeding  $500,000 (a "Large
End-User  Account") to the extent that such account requires  Doughtie's,  after
the closing of the  Transaction,  to sell to such accounts  products  other than
those produced or sold by Coddle ("Competing Products"), and such requirement is
not  solicited  or  recommended  by  Doughtie's.  Multi-Unit  Accounts and Large
End-User  Accounts  are  sometimes  referred  to  hereinafter  as  collectively,
"Excluded Accounts."

         C.  Except  as  otherwise   provided  in  paragraph  2b  below,   as  a
precondition  to Doughtie's  ability to sell  Competing  Products to an Excluded
Account  under this  Agreement,  Doughtie's  must provide  Coddle with a written
notice from the Excluded  Account  requiring  Doughtie's to offer such Competing
Products.

         D. Ten (10) business days prior to a sale by Doughtie's to any Excluded
Account  hereunder,  Doughtie's  shall give Coddle  notice of its intent to sell
Competing  Products to such  Excluded  Account and shall  specify the  Competing
Product.  Upon  receipt of such  notice,  Coddle shall have the right to call on
such  Excluded   Account  with   Doughtie's   assistance  to  try  to  sell  the
corresponding  Coddle Products to such Excluded Account instead of the requested
Competing Products as specified in the notice.

         E.  Except  as  provided  in  subparagraph  2.d  hereunder,   under  no
condition,  during the term of this Agreement  shall  Doughtie's  "general list"
Competing Products,  i.e., with respect to the products which are the subject of
this Agreement,  Doughtie's shall not offer its customers a general product line
other than the Coddle Products.

         F. Attached hereto and made a part hereof as Exhibit B is (i) a list of
products which  Doughtie's  purchases from other vendors and "general lists" and
(ii) a list of the customers to which Doughtie's  currently sells such products.
There shall be no restriction  hereunder against  Doughtie's ability to continue
to "general  list" the listed  products  and to sell the listed  products to the
customers  set forth on Exhibit  B. In the event that  Coddle is able to produce
products which are of equivalent kind,  quality and value to the products listed
on Exhibit B,  Doughtie's  shall  cooperate  with Coddle in  marketing  Coddle's
products to the listed customers.

         G. Coddle's Audit of Excluded Accounts.  Coddle shall have the right to
audit  Doughtie's  records to confirm  the  existence  of any  Excluded  Account
claimed by Doughtie's.  In the event such audit reveals that a customer does not
qualify as an Excluded  Account  under the terms of this  Agreement,  Doughtie's
shall bear the cost of such audit and shall immediately cease sales of Competing
Products to such  account.  If the audit reveals that the customer is a properly
designated Excluded Account, Coddle shall bear the cost of such audit, including
all costs incurred by Doughtie's in accommodating such audit.

         H. Purchase Price.

         I.  Coddle  shall  sell the Coddle  Products  to  Doughtie's  at prices
reasonably   equivalent  to  prices  Coddle  charges  to  other  purchasers  and
distributors of the Coddle Products buying in comparable volumes and shall offer
to Doughtie's the same rebate,  growth,  or marketing  programs  offered for the
same Coddle  Products,  except that Coddle may price Coddle  Products at special
rates lower than those sold to Doughtie's in the case of bids or proposals  made
directly by Coddle to school or  governmental  entities  and for unique  pricing
promotions for major end users (excluding other distributors).

         J. Upon three days notice to Coddle, Doughtie's shall have the right to
audit  Coddle's  records to confirm the  "Purchase  Price"  compliance  with the
provisions  of this  paragraph  4. In the  event  such  audit  reveals  that the
Doughtie's invoice price for a Coddle Product,  over a rolling six-month period,
exceeds the price for the same Coddle Product to other distribution customers of
Coddle,  buying  in  comparable  volumes,  then  Coddle  shall  promptly  pay to
Doughtie's any "over-charge" so determined. If the audit reveals that Coddle has
complied with the "Purchase  Price"  provisions  of this  Agreement,  Doughtie's
shall bear the cost of such  audit,  including  all costs  incurred by Coddle in
accommodating such audit.

         K.  Coddle  covenants  that it will  maintain  pricing  for the  Coddle
Products which is reasonably  comparable to corresponding  Competing Products of
similar quality sold in similar quantities in Doughtie's markets,  such that the
Coddle Products remain marketable by Doughtie's when sold at customary  industry
margins. Doughtie's shall provide written notice to Coddle of any alleged breach
of this covenant, and Coddle shall have 15 days thereafter to adjust its pricing
so that it complies with the provisions of this paragraph.

         L. Term. The term of this Agreement shall be Five (5) years  commencing
on the date hereof.

         M. Orders.  Coddle  Products  must be ordered from Coddle not less than
seven (7) days prior to delivery  date.  Coddle may accept,  in its  discretion,
orders for delivery in less than seven (7) days.

         N. Quality.  Coddle  warrants  that the quality of the Coddle  Products
sold will be reasonably  equal to the standards of quality  existing at the time
of the Closing of the Transaction.

         O. Customer  Satisfaction.  If, on a case-by-case basis, any Doughtie's
customer  requests that Doughtie's offer one or more Competing  Products because
such  customer  is  dissatisfied  with the quality of the  corresponding  Coddle
Products,  Doughtie's  shall  give  Coddle  prompt  notice of the  nature of the
complaint  and  shall  cooperate  with  Coddle in  attempting  to  address  such
customer's concerns.  If Coddle is unable to cure the problem to such customer's
satisfaction within 30 days after Coddle receives notice of the complaint,  then
Doughtie's shall thereafter have the option of selling  corresponding  Competing
Products to such customer.  Nothing herein shall affect  Doughtie's  obligations
under this  Agreement  with  respect to other  customers  or with respect to any
Coddle Product which is not specifically subject to such complaint.

         P.  Payments.  Coddle shall render its invoices  covering  shipments as
soon as practicable after each shipment. Terms of payment are net seven (7) days
after date of invoice and other terms set forth on Coddle's standard invoice,  a
copy of which is attached  hereto as Exhibit C and made a part hereof,  provided
that if  Doughtie's  fails to make timely  payment of such invoices or if Coddle
shall  have  any  reasonable  doubt  at  any  time  as to  Doughtie's  financial
responsibility,  Coddle may decline to make further shipments hereunder,  except
upon  payment in cash at the time of  delivery.  All  payments  shall be made at
Coddle's  principal  place of business or the place specified for payment on the
applicable Coddle invoice.

         Q. Maintenance and Cooperation. Doughtie's agrees that its distribution
division will maintain the same selling  practices and procedures,  and customer
service  relating to the Coddle Products to the extent practical during the term
of this  Agreement.  The parties  hereto agree to  cooperate  with each other to
market and sell the Coddle Products through Seller's distribution business.

         R.       Force Majeure.

         S. In the event of an Act of God, explosion,  accident,  fire, drought,
flood, earthquake, tornado, hurricane, strike, labor disturbance,  insurrection,
riot,  war, act of a public enemy,  the acts or orders of a  governmental  unit,
freight embargo,  transportation,  power,  utility,  labor or material shortage,
delay in  transportation  or  default  of  supplier  or any other  cause  beyond
Coddle's   reasonable   control,   interfering  with  the  production,   supply,
transportation,  or consumption of the Coddle Products or with the supply of raw
materials or utilities used in connection  therewith (a "Force Majeure  Event"),
the obligation of Coddle to supply Coddle  Products  hereunder  shall be held in
abeyance  for the  duration  of the  Force  Majeure  Event  and the term of this
Agreement shall be extended for a period equal thereto. If a Force Majeure Event
results in or may  reasonably be expected to result in an inability of Coddle to
ship Coddle Products for more than seven (7) days past their scheduled  shipping
dates, then Doughtie's may purchase the Coddle Products covered by any orders so
affected by the Force  Majeure Event from other  suppliers.  CODDLE SHALL NOT BE
LIABLE FOR ANY  DAMAGES,  DIRECT OR  CONSEQUENTIAL,  ARISING OUT OF ANY DELAY IN
DELIVERY OR FAILURE TO DELIVER ANY OF THE CODDLE PRODUCTS SOLD HEREUNDER IF SUCH
DELAY OR FAILURE TO DELIVER IS DUE TO A FORCE MAJEURE EVENT.

         T. Any  suspension or reduction of deliveries of Coddle  Products under
this  Agreement  due to the  occurrence  of any Force  Majeure  Event  shall not
invalidate  or be a basis  for  termination  of this  Agreement,  and,  upon the
removal  or  termination  of the Force  Majeure  Event  during  the term of this
Agreement,  delivery  shall  be made  and  taken,  as the  case  may be,  on the
specified terms in effect immediately prior to such suspension or reduction.

         U. If in consequence of any Force Majeure Event, Coddle's production is
partially curtailed, Coddle may allocate its available supply of Coddle Products
among its then  present  customers  on such  basis as  Coddle  may deem fair and
practical, and in making such allocation,  Coddle shall, as near as practicable,
limit its  reduction of shipments to such  customers to the same  percentage  in
each case.

         V. The  provisions  of this  Paragraph 11 shall not be available to any
party  hereto  which  shall  fail to use  reasonable  diligence  to  remedy  the
situation  and to remove  the Force  Majeure  Event  affecting  its  performance
hereunder with all reasonable  dispatch.  The requirement that any Force Majeure
Event be remedied with all reasonable dispatch shall not require the settlement
of strikes or labor  controversies  by acceding  to the demands of the  opposing
party or parties.

I. Assignment.  This Agreement shall be binding upon and inure to the benefit of
the successors of the parties hereto but shall not be assignable by either party
without the written  consent of the other  party,  except in  connection  with a
merger  of such  party or the sale of  substantially  all of the  assets of such
party.

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

(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 Coddle:

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.

         A.       Termination.

         B. Except as  otherwise  provided in the  paragraph  dealing with Force
Majeure,  in the event  either of the  parties  hereto  fails to  perform in any
material  respect any of the terms or  conditions  of this  Agreement,  and such
failure continues for a period of 30 days after written notice and demand by the
other party,  then the  non-breaching  party shall  thereupon have the option to
terminate this Agreement.

         C.  In  the  event  of  any   voluntary  or   involuntary   bankruptcy,
receivership, insolvency or reorganization proceedings involving either party or
its property,  or the assignment of all, or substantially  all, of the assets of
either party for the benefit of creditors,  or a receiver is appointed for it or
any  substantial  part of its  property,  the other  party  may,  to the  extent
permissible under applicable law, terminate its obligations  hereunder by giving
written notice of such termination, which shall become effective upon the giving
of such notice.

         D. The parties' right of  termination  shall be in addition to, and not
in lieu of, any other rights or remedies available to the non-breaching party.

         E. The parties hereto  acknowledge  that damages may not be an adequate
remedy in the event of the breach of this  Agreement  and,  in such case,  agree
that an  injured  party  may be  entitled  to the  specific  performance  of the
provisions of this Agreement.

         F. Non-Waiver. The failure of either party to insist in any one or more
instances upon strict  performance of any of the provisions of this Agreement or
to take  advantage  of any of its rights  hereunder  shall not be construed as a
waiver of any such provisions or the  relinquishment of any such rights, but the
same shall continue and remain in full force and effect.

         G. Entire  Agreement.  This Agreement  sets forth the entire  agreement
between the parties with respect to the subject matter  hereof,  and the parties
shall not be bound by any  representations or agreements which are not expressly
set forth in this Agreement.

         H. Amendments. No modification, amendment or waiver of any provision of
this  Agreement  shall be effective  unless in writing  signed by an  authorized
officer of each of the parties hereto.

         I.  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of which shall for all  purposes be deemed to be an original
and all of which together shall constitute one and the same instrument.

         J. Captions.  The captions of the various  paragraphs of this Agreement
are for convenience of reference only and shall not affect the interpretation of
the provisions hereof.

         K. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Virginia (other than its choice of law
principles).

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed by the respective officers as of the date first written above.


                           CODDLE ROASTED MEATS, INC.

                                         By:/s/ Levis E. Cothran

                                         Its: President


                                         DOUGHTIE'S FOODS, INC.

                        By: /s/ Marion S. Whitfield, Jr.

                           Its: Senior Vice President








Exhibits

A = Coddle Products
B = Customers Buying Competing Products
C = Form of Coddle Invoice


<PAGE>

                      EXHIBIT A TO PRODUCT SUPPLY AGREEMENT





"Coddle  Products"  means  cooked roast beef,  cooked and raw corn beef,  cooked
pastrami,  cooked pot roast, cooked Philly shave steak, cooked meat loaf, cooked
pork and beef  marinated  products,  and sweet  pickle  corned  beef,  including
without limitation,  the products listed on the attached Manufacturing Inventory
Value Report Count.