EXHIBIT (c)(5)
This Is A Credit Line Deed Of Trust

This  Credit Line Deed of Trust,  made and  entered  into this 14th day of June,
1996,  by and among  DOUGHTIE'S  FOODS,  INC., a Virginia  corporation  (herein,
whether  one or more,  referred to as  "Grantor"),  DAVID A.  DURHAM,  and DAVID
SINGLETON,  who reside in the City of Virginia  Beach,  and the City of Virginia
Beach,  Virginia,  respectively  (either of whom may act and who are referred to
herein as "Trustee"); and Crestar Bank (herein "Lender"),  provides: The name of
the noteholder secured hereby is Crestar Bank.  Communications to the noteholder
pursuant to Va.  Code  55-58.2  are to be mailed or  delivered  to 500 East Main
Street, Norfolk, Virginia 23510, Attention: Bruce W. Nave. The maximum aggregate
amount  of  principal  to be  secured  hereby  at any one time is Three  Million
Twenty-Five Thousand Dollars ($3,025,000).
     For and in consideration  of the indebtedness  herein recited and the trust
herein created, Grantor hereby grants, bargains,  mortgages,  assigns, sells and
conveys unto Trustee,  in trust, with power of sale and with general warranty of
title, all of Grantor's  present and future right,  title and interest in and to
certain  real  estate  located  in the City of  Portsmouth,  Virginia,  and more
particularly described as follows:

                          SEE EXHIBIT A ATTACHED

which has the address of 2410 and 2415 Wesley Street, and 149 Chautauqua Avenue,
Portsmouth,  Virginia  23707,  together  with  all  easement  and  appurtenances
thereto,  all of the  rights  of  Grantor  in and to the  streets,  alleys,  and
rights-of-way  appurtenant to and adjoining or adjacent to the land  hereinabove
described; and together with any and all right, title and interest of Grantor in
and to  the  improvements,  which  shall  include  any  and  all  buildings  and
structures  now or at any time hereafter  erected,  constructed or situated upon
said land or any part thereof, together with all fixtures, machinery, apparatus,
fittings and equipment now or hereafter  located in or upon the premises and now
owned or which  may  hereafter  be owned by  Grantor,  in and upon said land and
premises, or which may hereafter be placed thereon,  including,  but not limited
to, any equity which may be acquired by Grantor in such property and as a result
of the  making of  instalment  payments  on  account  of the  purchase  thereof,
including but not limited to elevators,  escalators,  boilers, engines, heating,
ventilating  and air  conditioning  systems,  sprinkler  or  fire  extinguishing
systems,  plumbing,  partitions,  wiring, storm doors and windows, wire screens,
awnings,  carpeting,   drapes,  window  shades,   switchboards,   communications
apparatus,   floor  tiling,   linoleum,   attached  cabinets,  wall  panels  and
decorations


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attached to walls and ceilings, gas and electrical fixtures,  chattels, attached
appliances,  and material used and to be used in the  buildings and  structures.
Reference  in this Deed of Trust to  "Property"  shall be deemed to include,  in
addition to the described land,  improvements  now or hereafter  located thereon
and rights appurtenant thereto, all the equipment, furnishings,  fixtures, goods
and chattels,  above-mentioned  and  conveyed,  all of which are deemed part and
parcel of the real  estate and  appropriated  to the use of the real estate and,
whether  affixed or not,  shall for the purposes of this Deed of Trust be deemed
conclusively to be real estate and conveyed  hereby,  together with the proceeds
of all the  foregoing.  In Trust (a) to secure  the  prompt  payment  of Secured
Indebtedness (as hereinafter defined),  payable to Lender at the address set out
above; and (b) to secure  performance and observance of the terms and conditions
of this Deed of Trust,  any Note (as  hereinafter  defined) or any Agreement (as
hereinafter  defined).  Lender has extended credit,  or may in the future extend
credit to Grantor  (herein,  whether  one or more,  "Debtor",  and which as used
herein  shall  include  any  one or  more  and any  combination  of the  parties
constituting Debtor). The term "Secured  Indebtedness" as used herein shall mean
all  indebtedness  of Debtor to Lender,  whether  now  existing  or  hereinafter
arising, direct or indirect, fixed or contingent, due or to become due, joint or
several, for whatever purpose whether or not related to the Notes or Agreements,
as defined below, irrespective of how such indebtedness is evidenced, whether by
notes, bonds,  letters of credit,  advances,  overdrafts,  accounting entries or
otherwise,  or by the  endorsement  or guaranty by Debtor of the  obligations of
another;  provided,  however, that the aggregate outstanding principal amount of
the Secured Indebtedness secured by this Deed of Trust shall not at any one time
exceed the maximum  aggregate  amount of principal  stated above,  plus interest
thereon  (at the rate or rates  set forth in the  Noted or  Agreements  or other
evidences of such indebtedness), fees due with respect to any such indebtedness,
and, to the extent  permitted by applicable  law, all costs of  collection  with
respect thereto,  including without limitation,  any costs and expenses incurred
by Trustee or Lender in connection with the enforcement of this Deed of Trust or
as otherwise provided herein.  Secured  indebtedness  shall include,  but not be
limited to, the principal of,  interest on and all other amounts due under or in
connection  with the note from Grantor to the Lender dated June 14, 1996, in the
amount of  $1,750,000,  the note from Grantor to the Lender dated June 14, 1996,
in the amount of $7,500,000,  and any  modifications,  extensions or renewals of
such notes, agreements or loans.
     As used herein the term  "Note"  shall mean each note from Debtor to Lender
and  specifically  referred to above, and any and all other notes or obligations
executed and  delivered by Debtor to Lender,  whether  joint or several or joint
and several,  to repay the Secured  Indebtedness  or any part thereof.  The term
"Agreement" as used herein shall mean any and each agreement  between Debtor and
Lender  specifically  referred  to above,  and any and all other  agreements  of
whatever  nature  executed and delivered by Debtor to Lender in connection  with
any Note or the


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Secured Indebtedness or any part thereof.
     It is understood and agreed that the Secured  Indebtedness will be advanced
from time to time by Lender in accordance with the provisions of any Note or any
Agreement,  each of which is  incorporated  herein  and  made a part  hereof  by
reference  to the same  extent as if fully set forth  herein,  and it is further
understood  and agreed  that,  from time to time,  repayments  on account of the
Secured  Indebtedness  may be made and Lender  may  thereafter  make  additional
advances  including  re-advances of sums previously  repaid,  as provided in any
Note or any  Agreement,  it being  understood  and  agreed  that  each and every
advance  made at the  present or  hereafter  to Debtor or on behalf of Debtor or
Grantor  shall  be  deemed  to be an  advance  made on  account  of the  Secured
Indebtedness  and secured hereby unless otherwise  specifically  provided in the
Note, Agreement or other documents evidencing such advance.  Repayment to Lender
of all of the Secured  Indebtedness  by Debtor shall not  terminate  the lien of
this Deed of Trust  unless it is released by Lender upon  receipt of the written
request  of  Grantor,  payment  of  all  outstanding  Secured  Indebtedness  and
termination of all applicable Notes and Agreements; otherwise it shall remain in
force to secure future advances and indebtedness, irrespective of any additional
security that may be taken as to the Secured Indebtedness. Upon authorization of
Lender,  Trustee  and/or Lender shall release and  discharge,  at the expense of
Grantor or  Debtor,  this Deed of Trust and the liens,  security  interests  and
assignments created hereby. Grantor represents,  warrants,  covenants and agrees
as follows:

1. Payment and  Performance.  Grantor  shall perform its  obligations  under and
comply with the  provisions of this Deed of Trust and any Note and any Agreement
to which it is a party.

2. Covenants;  Warranty of Title; Payment of Taxes and Assessments;  Prior Deeds
of Trust or  Mortgages.  Grantor  makes the  covenants  and  agrees to the other
provisions  set  forth  in  Section  55-59 of the Code of  Virginia  (1950),  as
amended.  Grantor is lawfully  seized of the Property in fee simple  absolute or
the  leasehold  estate if this Credit Line Deed of Trust is on a leasehold,  and
has the right to convey the same. At the time of recordation, this Deed of Trust
shall be a First lien and encumbrance on the Property. Grantor will execute such
further assurances as Trustee or Lender deems necessary or desirable in order to
more  fully  vest  title  in  Trustee.  So  long  as any  part  of  the  Secured
Indebtedness  shall be unpaid,  Grantor will protect the title and possession of
the Property and will pay when the same become due all taxes and assessments now
existing or  hereafter  levied or  assessed  upon the  Property or the  interest
therein created by this Deed of Trust, or which by the laws of the  jurisdiction
where the Property is located may be levied or assessed  against  Trustee or its
successors,  or Lender, for or on account of the Secured  Indebtedness upon this
Deed of Trust or the interest in the Property thereby created, together with all
sums now or hereafter  owing on any senior deeds of trust or mortgages.  Grantor
will provide Lender with evidence of any such


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payments which from time to time may be required by Lender. Grantor will, at its
expense,  take such other  action and execute such other  instruments  as may be
necessary or desirable in the sole  discretion of Lender to preserve and protect
the lien and priority of this Deed of Trust and all other instruments evidencing
or securing payment of the sums secured hereby.

3.  Preservation  and Maintenance of Property;  Environmental  Requirements.  No
building  or  other  improvement  shall be  substantially  altered,  removed  or
demolished,  except for changes which enhance its value,  nor shall any fixtures
or  attached  appliances  on, in or about  said  buildings  or  improvements  be
severed,  removed, sold or mortgaged without the prior written consent of Lender
(provided,  however,  that minor  non-structural  changes  costing not more than
$10,000 may be undertaken  without such consent,  and that  replacement  of such
appliances  or fixtures  of  equivalent  value and  function  may be  undertaken
without such consent).  Grantor will not commit or suffer any waste,  nor permit
or suffer any impairment or deterioration of the Property,  or any part thereof.
Grantor  will at all times keep and maintain the Property and every part thereof
in good  condition,  fit and proper for the  respective  purposes for which they
were  originally  erected or  installed.  Grantor  will  comply in all  material
respects  with all statutes,  orders,  requirements  or decrees  relating to the
Property,  whether under federal, state, county or municipal authority, and will
observe and comply with all  conditions and  requirements  necessary to preserve
and extend any and all rights, licenses, permits (including, but not limited to,
zoning  variances,  special  exceptions  and  nonconforming  uses),  privileges,
franchises  and  concessions  which are applicable to the Property or which have
been granted to or contracted for by Grantor in connection  with any existing or
presently contemplated use of Property. Grantor will permit Lender or its agents
to enter upon and inspect the Property at all reasonable  times and Lender shall
have the right to obtain such  appraisals,  reappraisals,  appraisal  updates or
environmental inspections as Lender, in its sole discretion,  may deem necessary
from time to time.
     Grantor represents and warrants that the Property never has been, and never
will  be so long  as  this  Deed  of  Trust  remains  in  effect,  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 seq.  ("CERCLA"),  Superfund Amendments and
Reauthorization  Act ("SARA"),  applicable  state laws, or  regulations  adopted
pursuant to either of the foregoing.  Grantor 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").  Grantor agrees to indemnify
and hold Lender harmless  against any and all claims and losses and expenses and
costs resulting from a breach of this


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paragraph  and Grantor will pay or  reimburse  Lender for all costs and expenses
for expert  opinions,  inspections  or  investigations  required or requested by
Lender which, in Lender's sole  discretion,  are necessary to ensure  compliance
with this  paragraph.  This obligation to indemnify shall survive the payment of
the Secured Indebtedness and the release of this Deed of Trust.

4.  Insurance.  Grantor  will keep the  Property  and the  improvements  thereon
insured  against  loss by fire,  casualty  and other  hazards  (including  flood
damage,  if the  improvements are located in a special flood hazard area) as may
from time to time be required by Lender for the benefit of Lender.  If permitted
by applicable  law,  Grantor will  maintain such public  liability and indemnity
insurance  as may  from  time to time  be  required  by  Lender.  To the  extent
permitted  by  applicable  law,  all such  insurance  shall be written in forms,
amounts and by companies  satisfactory to Lender and losses  thereunder shall be
payable to Lender  pursuant to a standard  noncontributing  mortgagee's  clause.
Certificates  or other  proof of  insurance  shall be  delivered  to Lender  and
Grantor  shall  provide  Lender with such evidence of payment of premiums due on
account of such  insurance  as from time to time may be required by Lender.  All
such policies  shall provide for at least thirty (30) days' prior written notice
to  Lender  of any  cancellation  or  modification  thereof,  including  without
limitation,  cancellation  for nonpayment of premium.  Grantor shall give Lender
prompt  notice of any loss covered by such  insurance  and Lender shall have the
right to join Grantor in adjusting any loss.  Grantor hereby authorizes  Lender,
at Lender's option, to collect,  adjust and compromise any losses under any such
insurance  policies  herein  referred to. Any funds  received as payment for any
loss under any such insurance shall be paid over to Lender and shall be applied,
after deducting the costs of collection,  at the option of Lender, either to the
prepayment of the Secured  Indebtedness or to the  reimbursement  of Grantor for
expenses  actually  incurred by Grantor in the  restoration  or  replacement  of
Property, or any part thereof. In the event of foreclosure of this Deed of Trust
or other transfer of title to the Property conveyed hereby, all right, title and
interest of Grantor,  in and to any insurance policies then in force, shall pass
to the purchaser or grantee, which may be, but shall not be limited to, Lender.

5.  Lender's  Right to Remedy  Defaults.  In the event  Grantor shall neglect or
refuse  (a) to keep  the  Property  in good  repair  and  condition;  (b) to pay
promptly  when due all taxes and  assessments  as  aforesaid;  (c) to remove any
statutory  liens on the Property;  (d) to keep the buildings,  improvements  and
chattels insured as aforesaid; (e) to deliver certificates or other proof of the
policies or policy of insurance or the renewals  thereof to Lender as aforesaid;
(f) or if all amounts owed under any Note, Agreement or other obligation secured
by this Deed of Trust or any other deed of trust or other  lien on the  Property
are not paid promptly when due or all  obligations,  covenants,  conditions  and
agreements under such deed of trust or


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other lien are not observed,  then Lender may, if it shall so elect, in addition
to any other rights it may have under this Deed of Trust, take possession of the
Property,  make repairs as it deems  necessary,  pay such taxes and  assessments
with the accrued penalties and/or interest,  pay any necessary expenses,  redeem
the  Property  which may have been sold or  forfeited  for taxes or  assessments
thereon,  purchase  any  tax  title  thereon,  remove  any  statutory  liens  or
encumbrances and prosecute or defend any suit in relation thereto, or insure and
keep insured said buildings,  improvements and chattels as provided  herein,  or
make any payments as may be necessary to cure any default.  Any sums  including,
without limitation, costs, expenses and attorneys' fees which may be expended by
Lender or Trustee in so doing or otherwise for the protection or preservation of
the  Property  hereby  or the lien of this  Deed of Trust  thereon,  shall  bear
interest from the dates of such  payments at the highest rate of interest  being
paid on any Secured  Indebtedness (but in no event higher than the rate or rates
permitted under applicable law(, shall be paid by Grantor to Lender upon demand,
shall become a part of the Secured Indebtedness and shall be recoverable as such
in all respects.  Any such liens, claims,  taxes,  expenses,  assessments or tax
titles so purchased,  paid or redeemed by Lender  shall,  as between the parties
hereto and their  successors in interest,  be deemed valid,  so that in no event
shall the necessity or validity of any such payment be disputed.  The occurrence
of an "Event of Default" as defined in the Amended and Restated Credit Agreement
of even date herewith by and between the Grantor and the Lender shall constitute
a default under this Deed of Trust.

6. Default,  Acceleration  of Payments;  Trustee's Sale or Lease;  Advertisement
Required.  Upon the  occurrence  of any event of default  regardless  of whether
Lender shall have cured such event of default on behalf of Grantor in accordance
with the terms of this Deed of Trust, Lender may elect, without notice, to cause
all the  Secured  Indebtedness  to be at once due and  payable in full,  and the
Trustee,  or its  successor in trust,  as soon as reasonably  practicable  after
requested to do so by Lender (i) may take  possession of the Property,  may make
any repairs or  replacements  to the  Property  deemed  necessary  by Trustee or
Lender and/or sell (and in case of default of any purchaser, resell) in whole or
in part the  Property  at  public  auction  at such time and place and upon such
terms and conditions as Trustee may deem appropriate or as otherwise required by
applicable law or rule of the court following public  advertisement for the time
and in the manner  prescribed by applicable law and in accordance with paragraph
16a, and in case of any sale, Trustee may require a bidder's deposit of not more
than ten percent  (10%) of the  outstanding  amount  secured,  but not less than
$1,000,  and shall (the terms of sale having been complied  with) execute a deed
or deeds,  assignment  and transfer of title to the  Property to the  purchaser,
with  such  purchaser  being  discharged  from  all  liability  to  see  to  the
application  of the purchase  money;  at any such sale Lender may bid and become
the purchaser of the Property;  or (ii) may take  possession of the Property and
may


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lease  the  Property  either  pending  sale or until the  amount of the  Secured
Indebtedness  is paid and deduct from rents  received  all costs of  collection,
repair, replacement and administration and apply the net proceeds to the Secured
Indebtedness.  The Trustee is hereby  empowered to bring in its name,  or in the
name of the Grantor,  any suit or action it deems  advisable for the enforcement
of the provisions of this clause,  but the Trustee and the Lender shall be in no
way  personally  liable  under any of the  provisions  of such  lease or of this
clause,  and shall  not be  personally  liable to any  person by virtue of their
possession of the Property or by virtue of their acting under any  provisions of
this clause,  except to the extent of accounting for rents actually  received by
them.  The proceeds of any sale of the  Property by Trustee  shall be applied by
Trustee:  First, to pay all proper costs and charges,  including but not limited
to court costs, advertising expenses,  auctioneers' allowances, the expenses, if
any,  required to correct any  irregularity in the title,  premium for Trustee's
bond, auditors' fees, attorneys' fees, cost of repairs or replacements,  and all
other  expenses of sale  incurred in and about the  protection  and execution of
this Deed of Trust, and all moneys advanced for taxes,  assessments,  insurance,
and with  interest  thereon at the highest  rate of  interest  being paid on any
Secured  Indebtedness  (but in no event higher than the rate or rates  permitted
under  applicable  law),  and all taxes and  assessments  due upon said land and
premises at time of sale, and to retain as  compensation a trustee's  commission
of not more than five  percent (5%) on the amount of said sale or sales unless a
larger percentage or amount is agreed upon in writing by Lender,  and attorneys'
fees and expenses of any litigation  which may arise on account of the execution
and enforcement of this Deed of Trust or any Note or Agreement;  second,  to pay
and satisfy all Secured  Indebtedness,  interest  and all other  charges  hereby
secured then remaining unpaid, and interest thereon to date of payment,  whether
the same shall be due or not, it being understood and agreed by Grantor that the
amounts due under any Note or Agreement shall,  upon such sale being made before
the maturity thereof,  be and become immediately due and payable at the election
of Lender; and Third, to pay the remainder of said proceeds, if any, to Grantor,
its heirs,  personal  representatives,  successors  or assigns,  or to any other
person  lawfully  entitled  thereto,  upon the  delivery  and  surrender  to the
purchaser,  his, her or their heirs and assigns,  of  possession of the Property
and  premises,  less costs and  expenses of  obtaining  possession.  If after so
applying such  proceeds,  any portion of the Secured  Indebtedness  shall remain
unpaid, such balances shall continue to be due and payable, and shall be subject
to collection by Lender by suit or otherwise. In the event the Property shall be
advertised  for sale as above  provided  but be  withdrawn  from sale or for any
other  reason  not sold,  Trustee  shall be  entitled  to a  reasonable  fee and
accruals, and any fees of attorneys or auctioneers, and any other expenses shall
be  charged  to and paid by  Grantor.  In  addition,  in the  event  of  default
hereunder, Lender shall have all rights and remedies permitted by law and by any
document evidencing, governing, or securing the obligations secured hereby.


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7. Substitute Trustee.  Lender has the irrevocable right and power to substitute
without  cause or notice a trustee or trustees in the place of any Trustee named
under this Deed of Trust.  Such power of  appointment  and  substitution  may be
exercised at any time  hereafter and as many times as Lender,  its successors or
assigns,  may desire.  Such substitute  Trustee(s) shall be vested with the same
titles and powers as are granted herein to the original Trustee.  Nothing herein
contained  shall deprive  Lender of its right to apply for an receive any relief
regarding  the  Trustee  hereunder  which is now,  or which  may  hereafter  be,
provided for by the internal laws of the  jurisdiction  in which the Property is
located or applicable federal law.

8. Condemnation.  Grantor hereby irrevocably grants, assigns,  transfers and set
over unto Lender all right, title and interest of Grantor in and to any award or
payment  made (not to exceed the  outstanding  Secured  Indebtedness  including,
without limitation, accrued interest, and costs, expenses, reasonable attorneys'
fees, and disbursements incurred by Lender in connection with collection of such
award and  payment)  in respect of (a) any  taking of the  Property  or any part
thereof  as a result  of, or by  agreement  in  anticipation  or in lieu of, any
exercise of the power of eminent domain or condemnation; and (b) any such taking
of any appurtenances to the Property;  and (c) any damage to the Property or any
part thereof due to governmental action affecting, but not resulting in a taking
of, the Property, including, by way of example and not by way of limitation, the
changing of the grade of a street adjacent or proximate to the Property provided
that if no  Event  of  Default  has  occurred  which  remains  uncured  and such
condemnation  does not  affect  more  than 25% of the fair  market  value of the
improvements and Land  constituting a portion of the Property,  Lender agrees to
allow  Grantor to use such  condemnation  proceeds  to  rebuild  or restore  the
Property.  Grantor agrees to promptly  notify Lender of the  commencement of any
condemnation or eminent domain proceeding. Grantor further agrees, upon request,
to make, execute and deliver any assignments or other instruments  necessary for
the purpose of assigning or transferring any such award or awards to Lender free
and clear of any encumbrances  whatsoever.  The excess amount of such award over
and above sums due Lender on account of the Secured  Indebtedness,  interest and
other charges, shall be paid to Grantor, its successors and assigns.

9.  Restrictions  on Transfer of Property;  No Secondary  Financing;  Mechanics'
Liens.  NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS
THEREOF BEING  MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY.  (a)
If all or any part of the Property is sold, transferred,  conveyed or encumbered
without  Lender's  prior  written  consent,  Lender may, at its option,  require
immediate payment in full of all sums secured by this Deed of Trust and exercise
all  remedies  provided in this Deed of Trust in the event of default.  However,
this  option  shall not be  exercised  by Lender if exercise  is  prohibited  by
federal law as of the date of this Deed of Trust.  Lender  reserves the absolute
option and right, if permitted by


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applicable  law,  among other things,  to:  require the agreement by Grantor and
Grantor's  transferee to any terms and  conditions  that Lender may require upon
transfer,  increase the rate of interest upon transfer, and charge an assumption
fee.  (b)  To  the  extent  permitted  by  applicable  law,  Grantor  shall  not
voluntarily  or otherwise  permit to be created or filed  against the  Property,
without the prior written consent of Lender in each instance,  any other deed of
trust or mortgage or other lien or liens or superior to the lien of this Deed of
Trust.  c)  Grantor  will keep and  maintain  the  Property  free from all liens
arising by virtue of all persons supplying labor or materials  performed thereon
or  incorporated  therein,  notwithstanding  by whom such labor or materials may
have been contracted, and if any liens in respect to any such labor or materials
are filed  against  the  Property,  Grantor  shall cause the same to be released
completely  of record  either by  payment  and  discharge  or by the  posting of
substitute collateral therefore in accordance with applicable laws within twenty
(20) days of the filing thereof, and Grantor will make all payments on all liens
permitted herein (if any), when due.

10.  Assignment of Rents.  Grantor hereby assigns unto Lender the rents,  issues
and profits  accrued and to accrue from all tenants of the  Property or any part
thereof,  during the term of this Deed of Trust, or any extensions  thereof,  it
being understood that as long as there is no event of default  hereunder Grantor
shall have the privilege of  collecting  and  receiving  all rents,  issue,  and
profits  (but no more than one (1) month in advance)  accruing  under  leases or
contacts of tenancy for the Property or any part thereof. Upon the occurrence of
an event of default,  Lender may  immediately  collect  such  rents,  issues and
profits as they  become due and apply the same,  less the costs and  expenses of
collection  thereof,  toward  the  payment of any of the  Secured  Indebtedness.
Grantor will not execute any  assignment  of the rents,  issues and profits from
the Property or any part thereof unless such assignment shall provide that it is
subordinate  to the  assignment of rents set forth in this Deed of Trust and any
other assignments executed pursuant hereto or in conjunction herewith.

11.  Notice of Adverse  Claim of Lien.  If Grantor  shall  receive any notice or
other  instrument  which might  materially  adversely affect the Property or the
lien of this Deed of Trust thereon,  Grantor will furnish, within three (3) days
following  such  receipt,  by  certified  mail,  a copy of such  notice or other
instrument to Lender.  The notices referred to herein shall include,  but not be
limited  to,  notices  from any  tenant or lessee  claiming a default by Grantor
under any lease or  occupancy  agreement,  any  notice by any  public  authority
concerning  any  tax or  special  assessment,  and  any  notice  of any  alleged
violation of any building, zoning, fire or other law or regulation affecting the
Property.

12.  Remedies  Cumulative;  Forbearance  by  Lender/Trustee  Not a  Waiver.  All
remedies available to Lender or the Trustee with


<PAGE>



respect to this Deed of Trust or under any instrument evidencing,  governing, or
securing  the  Secured  Indebtedness,  including,  but not limited to, any other
deeds  conveying  other property in trust to secure  payment of the  obligations
secured  hereunder,  or  provided  by law or in  equity  or by any  statute,  or
otherwise,  shall be cumulative and may be pursued concurrently or successively.
Grantor,  for itself and all who claim  under it,  waives to the extent  that it
lawfully  may,  all  right  to have  the  Property  marshaled  upon  any sale or
foreclosure hereunder. No delay or omission of Trustee or Lender to exercise any
right, power or remedy shall impair any such right, power or remedy, or shall be
construed to be a waiver of any default or any acquiescence therein. No delay or
omission on the part of Lender to exercise any option  granted for  acceleration
of the maturity of the Secured  Indebtedness  or for  foreclosure  following any
default  or any other  option  granted  to Lender  hereunder  in any one or more
instances,  or tender to and/or  acceptance by Lender of any partial  payment on
account of Grantor's or Debtor's  obligations  shall  constitute a waiver of any
such  default or operate to rescind any such  acceleration  and each such option
shall remain continuously in full force and effect.

13.   Covenants Running with the Land.  All covenants hereof
shall run with and be binding on the land and improvements
conveyed hereby until this Deed of Trust shall be released of
record.

14. Hold Harmless. Grantor shall save Lender and Trustee harmless from all costs
and expenses,  including reasonable attorneys' fees and costs incurred by reason
of any action, suit, proceeding, hearing, motion or application before any court
or administrative  body in and to which Lender and/or Trustee may be or become a
party  by  reason  of this  Deed  of  Trust,  including,  but  not  limited  to,
condemnation, bankruptcy, probate and administration proceedings, as well as any
of the  foregoing  wherein  proof of claim is by law  required to be filed or in
which it becomes  necessary  to defend or uphold the terms or  priority  of this
Deed of Trust,  and all money  paid or  expended  by Lender or  Trustee  in that
regard,  together with interest thereon from date of such payment at the highest
rate of  interest  being  charged on any Secured  Indebtedness  (but in no event
higher  than  the  rate or  rates  permitted  under  applicable  law),  shall be
immediately  and without notice due and payable by Grantor,  shall become a part
of the Secured Indebtedness and shall be recoverable as such in all respects.

15. Trustee's  Authority.  Trustee or any person acting in its stead shall have,
at its  discretion,  authority to employ all proper  agents and attorneys in the
execution of this Deed of Trust,  and pay for such services  rendered out of the
proceeds of the sale of the Property  conveyed  hereby,  should any be realized;
and if no sale be made,  then  Grantor  hereby  undertakes  and agrees to pay to
Trustee the cost of such services  rendered.  If from time to time more than one
Trustee or Substitute Trustee shall have been appointed hereunder,  then any one
Trustee or Substitute  Trustee may act for all such Trustees  and/or  Substitute
Trustee(s).

<PAGE>





16. Governing Law. This Deed of Trust, without regard for the place of contract,
advance of funds or payment, shall be governed, construed and enforced according
to the laws of the Commonwealth of Virginia, with reference to Articles 2 and 3,
Chapter  Four,  Title 55 of the Code of Virginia of 1950,  as amended,  and with
such further  understandings  in short form as provided  therein,  including the
following  provisions:  (a) Advertisement  Required:  Advertisement of the time,
place and terms of sale once a week for two weeks in a newspaper  having general
circulation  in the city or county  where the  Property or some part  thereof is
located, after the giving of prior notice as prescribed by law.
   (b)  Exemptions waived.
   (c)  Subject to all upon default.
   (d)  Renewal, extensions or reinstatement permitted.
   (e)  Fire and extended coverage insurance required: $full replacement value.
   (f)  Substitution of Trustee permitted with or without cause.    
   (g)  Any Trustee may act.

17.  Severability of Provisions.  In the event any one or more of the provisions
hereof or of any Note or  Agreement  shall for any reason be held to be invalid,
illegal,  or  unenforceable,  in whole or in part or in any  respect,  or in the
event  any one or more of the  provisions  hereof  or of any  Note or  Agreement
operate or would  prospectively  operate to invalidate this Deed of Trust,  then
and in any  of  those  events,  at the  option  of  Lender,  such  provision  or
provisions shall be severable and shall not affect any other provision hereof or
of the Note or Agreement shall remain operative and in full force and effect and
shall in no way be affected, prejudiced, or disturbed thereby.

18. Waiver of Notice of Future Advances and Consent to Extensions, Modifications
and Release. If Grantor (or any one or more of the parties constituting Grantor)
is not the Debtor, then Grantor expressly (a) waives notice of any and all loans
and/or  advances made,  from time to time during the continuance of this Deed of
Trust by the  Lender to Debtor (or any one or more of the  parties  constituting
Debtor;  (b) agrees that  modifications  of the terms of any Note or  Agreement,
including without  limitation,  modifications  extending the term for payment or
adjusting the interest rate applicable to any Secured Indebtedness,  may be made
from time to time  between  Lender  and Debtor  without  notice to or consent of
Grantor;  (c)  agrees  that  Lender,  without  notice to or  further  consent of
Grantor,  may grant extension of time and other  indulgences to and renew any of
the  obligations  of Debtor  without  regard to the  number  and  length of such
extensions,  renewals or other  indulgences.  Grantor further agrees that Lender
without  notice to or further  consent of Grantor,  may release or discharge any
persons  who are or may be liable for the  payment of any Note or  Agreement  or
release or discharge any collateral for payment of the Secured  Indebtedness and
that any such release or discharge shall not alter, modify, release or limit the
liability


<PAGE>



of  Grantor  (or any one or more of the  parties  constituting  Grantor)  or the
validity or the enforceability of this Deed of Trust; and (d) agrees that Lender
may  exercise  its rights  under  this Deed of Trust  prior to taking any action
against the Debtor.

19.  Time is of the  Essence.  Time shall be of the  essence  for each and every
provision  of any  Note,  any  Agreement,  this  Deed of  Trust  and  all  other
documents,  agreements  and contacts  evidencing,  securing,  or  governing  the
obligations secured hereby.

20.  References;  Applicability.  All  references in the foregoing  covenants to
Lender shall apply equally to any  subsequent  holder or assignee of any Note or
any Agreement.

21.  Titles.  The  paragraph  titles  contained  in this  Deed of Trust  are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Deed of Trust.

22.  Designations.  In any  designation  hereunder,  the use of one gender shall
include any other gender wherever same may be appropriate,  and the plural shall
be substituted  for the singular or the singular  substituted  for the plural in
any place herein in which the context may require such substitution.

23. Riders to this Deed of Trust. If a rider is executed by Grantor and recorded
together  with this Deed of Trust,  the  covenants  and  agreements of the rider
shall be  incorporated  into and shall amend and  supplement  the  covenants and
agreements  of this Deed of Trust as if the  riders  were a part of this Deed of
Trust.

IN WITNESS WHEREOF,  Grantor on the year and day first written above, has caused
this Deed of Trust to be signed, sealed and delivered.

                                DOUGHTIE'S FOODS, INC.
                                By: Marion S. Whitfield, Jr.    (SEAL)
                                    ------------------------
                                      (Signature)
                                    Senior Vice President


[Acknowledgment for corporate Grantor]

Commonwealth of Virginia City of Norfolk, to wit:

[Illegible],  a Notary Public in and for the aforesaid jurisdiction,  do certify
that Marion S. Whitfield,  Jr., whose name is signed to the Deed of Trust above,
bearing date on the 14th day of June,  1996,  as Senior Vice Pres. of Doughtie's
Foods, Inc., a Virginia corporation, has acknowledged the same, before me in the
jurisdiction aforesaid. Given under my hand this 14th day of June, 1996.


<PAGE>



My commission expires: July 31, 1996      [Illegible] (SEAL)
                                           -------------
                                           (Signature)
                                           Notary Public




<PAGE>





EXHIBIT A TO CREDIT LINE DEED OF TRUST DATED JUNE 14, 1996, BY
AND AMONG DOUGHTIE'S FOODS, INC., a Virginia corporation, as
Grantor, DAVID A. DURHAM and DAVID SINGLETON, as Trustees, and
CRESTAR BANK

PARCEL ONE:

       THAT  certain  lot,  piece or  parcel  of land,  with the  buildings  and
improvements thereon, situate in the City of Portsmouth,  State of Virginia, and
is shown on a certain plat  entitled:  "Plat Showing  Property To Be Conveyed To
Doughtie's  Barbecue,  Portsmouth,  Virginia",  dated December 11, 1962, made by
Ball-Hassell  & Wilson,  and bounded  and  described  according  to said plat as
follows:

       BEGINNING  at a point at the  intersection  of the  north  side of Wesley
Street  and the west line of a right of way of  Norfolk &  Portsmouth  Belt Line
Railroad,  and running  thence  North 4 degrees 58' West along said right of way
585.00 feet to a point;  thence South 85 degrees 02' West 242.56 feet to a point
at the intersection of the south side of Arlington Street and the east side of a
twelve  foot (12) lane;  thence  South 4 degrees 58' East along said lane 585.00
feet to the north side of Wesley Street, and thence east along the north side of
Wesley Street, North 85 degrees (formerly erroneously  designated as 58 degrees)
02' East 242.56 feet to the point of beginning, and containing 3.258 acres;

       BEING the same  property  conveyed by Portsmouth  Industrial  Foundation,
Incorporated to Robert Realty Corporation by deed dated July 13, 1964,  recorded
in the Office of the Clerk of the Circuit Court of Portsmouth,  Virginia in Deed
Book 430,  page 39;  the said  Robert  Realty  Corporation  having  merged  into
Doughtie's  Barbecue,  Inc. on March 7, 1972, and the said Doughtie's  Barbecue,
Inc. having merged into Doughtie's Foods, Inc. on March 7, 1972, as described in
a Certificate of the Clerk of the Virginia State Corporation Commission recorded
in the Office of the Clerk of the Circuit Court of Portsmouth,  Virginia in Deed
Book 918, page 129.

PARCEL TWO:

       All that  certain  piece or parcel of  property,  with the  appurtenances
thereunto  belonging,  situate in the City of Portsmouth,  Virginia,  containing
approximately 4.36 acres, and bounded and described as follows:

       Beginning at a point on the east side of Chautauqua Avenue 160 feet north
from the  northeast  intersection  of Chautauqua  Avenue and Adriatic  (formerly
Arlington)  Street,  and from thence running N 4 degrees 58' W along  Chautauqua
Avenue 349.65 feet; thence N 85 degrees 02' E 394.56 feet to the right-of-way of
the Norfolk and Portsmouth  Belt Line  Railroad;  thence S 4 degrees 58' E along
said right-of-way 559.65 feet; thence S 85 degrees 02' W 242.56 feet to the


<PAGE>



eastern end of Adriatic  Street;  thence N 4 degrees 58' W along the eastern end
of Adriatic Street 50 feet; thence S 85 degrees 02' W along the northern side of
Adriatic  Street 6 feet;  thence N 4  degrees  58' W 160 feet;  and  thence S 85
degrees 02' W 146 feet to the point of beginning;

       BEING  the same  property  conveyed  by  Portsmouth  Port and  Industrial
Commission to Doughtie's  Foods,  Inc. by deed dated June 28, 1984,  recorded in
the Office of the Clerk of the  Circuit  Court of  Portsmouth,  Virginia in Deed
Book 889, page 819.

PARCEL THREE:

       All those ten certain lots of land,  with the buildings and  improvements
thereon, situate, in the City of Portsmouth,  Virginia, and known and designated
as Lots Numbers  2279,  2280,  252, 253, 254, 255, 256, 257, 258, and 259 on the
plat of the Port Norfolk  Land  Company,  recorded in the Clerk's  Office of the
Circuit Court of the City of Chesapeake (formerly Norfolk County),  Virginia, in
Map Book 4, pages 70 and 71;  the said lots taken  together  being  bounded  and
described as follows:

       Beginning at the  southwest  intersection  of Virginia  Avenue and Wesley
Street,  and thence running southerly along the west side of Virginia Avenue 400
feet to a point  200 feet  north of the north  side of  Detroit  Street;  thence
westerly  and at right  angles to Virginia  Avenue 140 feet to an alley;  thence
northerly along said alley 400 feet to Wesley Street;  and thence easterly along
the south side of Wesley Street 140 feet to the point of beginning.

       Being a portion of the same property acquired by Doughtie's Foods,  Inc.,
a Virginia  corporation,  by deed from Raymond B. Smith and Ann T. Smith,  dated
July 14, 1980,  and recorded in the Clerk's  Office of the Circuit  Court of the
City of Portsmouth, Virginia, in Deed Book 786, at page 321.

PARCEL FOUR:

       All  that  certain  piece or  parcel  of land,  with  the  buildings  and
improvements  thereon,  situate,  lying  and  being in the  City of  Portsmouth,
Virginia, and being more particularly bounded and described as follows:

       A parcel of land 35 feet in width  and 400 feet in length  lying in front
and east of the aforesaid  lots [Parcel  Three],  being the western  one-half of
Virginia Avenue, as shown on the plat of the Port Norfolk Land Company, recorded
in the Clerk's  Office of the Circuit Court of the City of Chesapeake  (formerly
Norfolk  County),  Virginia,  in Map Book 4,  pages 70 and 71;  said  portion of
Virginia  Avenue  having  been  closed  and  vacated  as a public  street  by an
ordinance  adopted by the City Council of the City of Portsmouth on November 23,
1965, a copy of which ordinance is recorded in the Clerk's Office of the Circuit
Court of the City of Portsmouth, in Deed Book 574, at page 263.


<PAGE>



       IT BEING the same property conveyed to DOUGHTIE'S FOODS
INC. by deed from W. Eugene White, General Receiver for The Port
Norfolk Land Co., dated May 27, 1981, recorded in Deed Book 807,
page 686; and

       IT BEING part of the same property  conveyed to DOUGHTIE'S  FOODS INC. by
deed from  Raymond B. Smith and Ann T.  Smith,  his wife,  dated July 14,  1980,
recorded in Deed Book 786, page 321.