EXHIBIT (b)(1)

Commercial Note - Crestar Bank CRESTAR DOUGHTIE'S FOODS, INC.
        June 14, 1996           Borrower
            Date

Seven Million Five Hundred Thousand------------------------------
----------------------------Dollars Loan Amount

($7,500,000.00)  Bruce W. Nave
                ---------------
                     Officer
           __ Original        _x_ Renewal Loan


For Value Received,  the undersigned (whether one or more) jointly and severally
promise to pay to the order of Crestar  Bank (the "Bank") at any of its offices,
or at such place as the Bank may in  writing  designate,  without  offset and in
immediately  available  funds,  the Loan Amount shown  above,  including or plus
interest, and any other amounts due, upon the terms specified below.

                             IMPORTANT NOTICE

THIS INSTRUMENT  CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF  IMPORTANT  RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Repayment Terms


Master    Borrowing Note

This is an open and  revolving  line of  credit;  you may  borrow  an  aggregate
principal amount up to the Loan Amount outstanding at any one time.

    * Principal on demand,  plus interest,  but the undersigned  shall be liable
for only so much of the Loan  Amount  shown above as shall be equal to the total
advanced  to or for the  undersigned,  or any of them,  by the Bank from time to
time,  less all payments made by or for the  undersigned and applied by the Bank
to principal,  plus interest on each such advance, and any other amounts due all
as shown on the Bank's books and records, which shall be prima facie evidence of
the amount owed. *SEE ADDENDUM.



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     This Master  Borrowing  arrangement will terminate upon written notice from
the  Bank  to  the  undersigned,   or  if  such  notice  is  not  sooner  given,
_________________ from the date of this Note, unless an alternative  termination
date is indicated in the Agreement, as defined below.

Additional Terms And Conditions

This Note is governed by additional terms and conditions contained in an Amended
and Restated  Credit  Agreement  between the undersigned and the Bank dated June
14, 1996, and any modifications,  renewals,  extensions or replacements  thereof
(the "Agreement"),  which is incorporated herein by reference. In the event of a
conflict  between  any  term or  condition  contained  in this  Note  and in the
Agreement, such term or condition of the Agreement shall control.

If this Note is  payable  on  demand,  the Bank  shall  have the right to demand
payment at any time even if an event of default (as  identified  herein) has not
occurred.

Interest


 Accrued  interest  will be payable on the last day of each month,  beginning on
July 1, 1996.  Interest on a Term-Fixed  Payment Loan with a fixed interest rate
or an  Instalment-Simple  Interest  Loan will accrue on a 30/360  basis.  On all
other loan types, interest will accrue daily on an actual/360 basis (that is, on
the actual  number of days  elapsed  over a year of 360 days)  unless  otherwise
stated here:  _________________________ Each scheduled payment made on this Note
shall be applied to accrued interest before it is applied to principal. Interest
shall accrue from the date of this Note on the unpaid balance and shall continue
to accrue after maturity,  whether by acceleration or otherwise, until this Note
is paid in full.  If the stated  Rate (as  defined  below) is based on the Prime
Rate of Crestar  Bank,  the interest  rate is subject to increase or decrease at
the sole option of the Bank.

Subject to the above, interest per annum payable on this Note (the "Rate") shall
be Prime Rate.

   The "Prime Rate" shall be the rate  established  from time to time by Crestar
Bank. as a reference for fixing the lending rate for commercial loans. The Prime
Rate is a reference rate only and does not necessarily represent the lowest rate
of interest charged for commercial borrowings.

Adjustments  to interest  rates  subject to change  shall be effective as of the
date the Prime Rate changes.






<PAGE>

Collateral

Any collateral  pledged to the Bank to secure any of the undersigned's  existing
or  future  liabilities  to the Bank  shall  secure  this  Note.  To the  extent
permitted by law, each of the undersigned grants to the Bank a security interest
in and a lien upon all deposits or  investments  maintained  by the  undersigned
with, and all  indebtedness  owed to the  undersigned by, the Bank or any of its
affiliates.

This Note is also secured by the following collateral and
proceeds thereof: SEE SCHEDULE A, ATTACHED.

All of the foregoing  security is referred to collectively as the  "Collateral".
The Collateral is security for the payment of this Note and any other  liability
(including  overdrafts  and future  advances)  of the  undersigned  to the Bank,
however  evidenced,  now existing or hereafter  incurred,  matured or unmatured,
direct  or  indirect,  absolute  or  contingent,  several,  joint,  or joint and
several,  including any extensions,  modifications or renewals.  The proceeds of
any Collateral may be applied  against the liabilities of the undersigned to the
Bank in such order as the Bank deems proper.

Loan Purpose And Updated Financial Information Required
                             The undersigned warrant and represent
that the loan  evidenced  by this Note is being made  solely for the  purpose of
acquiring  or carrying on a business,  professional  or  commercial  activity or
acquiring  real or  personal  property as an  investment  (other than a personal
investment)  or for carrying on an  investment  activity  (other than a personal
investment  activity).  The  undersigned  agree to provide  to the Bank  updated
financial  information,  including,  but not  limited to, tax  returns,  current
financial  statements  in form  satisfactory  to the Bank, as well as additional
information,  reports or schedules (financial or otherwise), all as the Bank may
from time to time request.

Default, Acceleration And Setoff
                                          *Any one of the
following shall constitute an event of default under the terms of this Note: (1)
the  failure  to make  when due any  instalment  or other  payment,  whether  of
principal,  interest,  late charges or other  authorized  charges due under this
Note,  or the  failure  to pay the amount  demanded  by the Bank if this Note is
payable  on   demand;   (2)  the  death,   dissolution,   merger,   acquisition,
consolidation or termination of existence of the  undersigned,  any guarantor of
the  indebtedness  of any of the  undersigned to the Bank, any endorser,  or any
other party to this Note (collectively called a "Party");  (3) the insolvency or
inability to pay debts as they mature of any Party,  or the  application for the
appointment  of a receiver  for any Party or the filing of a petition  under any
provision of the Bankruptcy Code or other  insolvency law, statute or proceeding
by or against any Party or any  assignment  for the benefit of  creditors  by or
against any Party; (4) the entry of a judgment against any Party or the


<PAGE>



issuance or service of any attachment,  levy or garnishment against any Party or
the  property of any Party,  or the  repossession  or seizure of property of any
Party;  (5) a determination  by the Bank that it deems itself insecure or that a
material  adverse  change in the financial  condition of any Party or decline or
depreciation  in the value or market value of any  Collateral has occurred since
the date of this Note or is reasonably anticipated; (6) the failure of any Party
to perform any other  obligation  to the Bank under this Note or under any other
agreement  with the Bank; (7) the occurrence of an event of default with respect
to any  existing  or future  indebtedness  of any Party to the Bank or any other
creditor  of the  Party;  (8) a  material  change in the  ownership,  control or
management of any Party that is an entity, unless such change is approved by the
Bank  in its  sole  discretion;  (9) if  any  Party  gives  notice  to the  Bank
purporting to terminate such Party's  obligations  under or with respect to this
Note; (10) the sale or transfer by a Party of all or  substantially  all of such
Party's assets other than in the ordinary course of business;  or (11) any Party
commits  fraud or makes a material  misrepresentation  at any time in connection
with this Note. If an event of default occurs, or in the event of non-payment of
this Note in full at maturity,  the entire unpaid balance of this Note shall, at
the option of the Bank,  become  immediately due and payable,  without notice or
demand.  Upon the occurrence of an event of default,  the Bank shall be entitled
to  interest on the unpaid  balance at the stated Rate plus 2.00% (the  "Default
Rate"),  unless  otherwise  required by law,  until paid in full.  To the extent
permitted by law, upon default, the Bank will have the right, in addition to all
other  remedies  permitted  by law, to set off the amount due under this Note or
due under any other obligation to the Bank against any and all accounts, whether
checking  or  savings  or  otherwise,  credits,  money,  stocks,  bonds or other
security or property of any nature whatsoever on deposit with, held by, owed by,
or in the  possession  of, the Bank or any of its affiliates to the credit of or
for the  account of any Party,  without  notice to or consent by any Party.  The
remedies  provided in this Note and any other agreement between the Bank and any
Party are  cumulative  and not  exclusive of any remedies  provided by law. *SEE
ADDENDUM.

Capital Adequacy


Should the Bank,  after the date hereof,  determine that the adoption of any law
or regulation regarding capital adequacy, or any change in the interpretation or
administration thereof, has or would have the effect of reducing the Bank's rate
of return hereunder to a level below that which the Bank could have achieved but
for such  adoption  or  change,  by an  amount  which the Bank  considers  to be
material, then, from time to time, 30 days after written demand by the Bank, the
undersigned shall pay to the Bank such additional amounts as will compensate the
Bank for such reduction. Each demand by the Bank shall be made in good faith and
shall be accompanied by a certificate claiming


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compensation  under this  paragraph  and  stating  the  amounts to be paid to it
hereunder and the basis therefor.

Late Charges And Other Authorized Charges
                                 *If this is an Instalment-Simple
Interest  loan, if any portion of a payment is at least seven (7) days past due,
the  undersigned  agree to pay a late  charge of 5% of the amount  which is past
due. On all other loan types,  the undersigned  agree to pay such late charge if
any portion of a payment is at least ten (10) days past due.  Unless  prohibited
by applicable law, the undersigned  agree to pay the fee established by the Bank
from time to time for  returned  checks if a payment is made on this Note with a
check and the check is dishonored  for any reason after the second  presentment.
In addition,  as permitted by applicable law, the  undersigned  agree to pay the
following: (1) all expenses, including, without limitation, any and all court or
collection costs, and attorneys' fees of 25% of the unpaid balance of this Note,
or actual  attorneys' fees if in excess of such amount,  whether suit be brought
or not,  incurred in collecting this Note; (2) all costs incurred in evaluating,
preserving or disposing of any Collateral granted as security for the payment of
this Note,  including  the cost of any audits,  appraisals,  appraisal  updates,
reappraisals or  environmental  inspections  which the Bank from time to time in
its sole discretion may deem necessary;  (3) any premiums for property insurance
purchased  on behalf of the  undersigned  or on  behalf of the  owner(s)  of the
Collateral pursuant to any security  instrument relating to the Collateral;  (4)
any  expenses  or costs  incurred  in  defending  any claim  arising  out of the
execution  of this  Note or the  obligation  which it  evidences,  or  otherwise
involving the  employment by the Bank of attorneys with respect to this Note and
the obligations it evidences;  and (5) any other charges permitted by applicable
law. The undersigned  agree to pay such authorized  charges on demand or, at the
Bank's  option,  such charges may be added to the unpaid balance of the Note and
shall accrue  interest at the stated Rate.  Upon the  occurrence  of an event of
default, interest shall accrue at the Default Rate.
*SEE ADDENDUM.

Waivers


The undersigned and each other Party waive presentment,  demand, protest, notice
of protest and notice of dishonor and waive all exemptions, whether homestead or
otherwise,  as to the  obligations  evidenced by this Note. The  undersigned and
each other  Party  waive any rights to require  the Bank to proceed  against any
other  Party  or  person  or  any  Collateral  before  proceeding   against  the
undersigned or any of them, or any other Party, and agree that without notice to
any Party and without affecting any Party's liability,  the Bank, at any time or
times, may grant extensions of the time for payment or other  indulgences to any
Party or permit  the  renewal  or  modification  of this  Note,  or  permit  the
substitution, exchange or release of any Collateral for this Note


<PAGE>



and  may  add  or  release  any  Party  primarily  or  secondarily  liable.  The
undersigned  and each other  Party agree that the Bank may apply all monies made
available  to it  from  any  part  of the  proceeds  of the  disposition  of any
Collateral or by exercise of the right of setoff either to the obligations under
this Note or to any other  obligations of any Party to the Bank, as the Bank may
elect from time to time. The undersigned  also waive any rights afforded to them
by Sections 49-25 and 49-26 of the Code of Virginia of 1950 as amended.

TO THE EXTENT LEGALLY  PERMISSIBLE,  THE UNDERSIGNED WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY  LITIGATION  RELATING  TO  TRANSACTIONS  UNDER  THIS  NOTE,  WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Severability, Amendments And No Waiver By Bank

                              Any provision of this Note which is
prohibited  or  unenforceable  shall  be  ineffective  to  the  extent  of  such
prohibition or unenforceability without invalidating the remaining provisions of
this Note. No amendment, modification, termination or waiver of any provision of
this Note, nor consent to any departure by the undersigned from any term of this
Note,  shall in any event be effective  unless it is in writing and signed by an
authorized  employee  of the Bank,  and then such  waiver  or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.  If the interest Rate is tied to an external  index and the index becomes
unavailable  during the term of this loan,  the Bank may  designate a substitute
index with notice to the  Borrower.  No failure or delay on the part of the Bank
to exercise  any right,  power or remedy under this Note shall be construed as a
waiver of the right to exercise the same or any other right at any time.

Liability, Successors And Assigns And Governing Law
                                Each of the undersigned shall be
jointly and severally  obligated and liable on this Note.  This Note shall apply
to  and  bind  each  of  the  undersigned's  heirs,  personal   representatives,
successors  and  assigns  and  shall  inure  to the  benefit  of the  Bank,  its
successors and assigns.  This Note shall be governed by the internal laws of the
Commonwealth of Virginia and applicable federal law.

By  signing  below,  the  undersigned  agree  to the  terms  of  this  Note  and
acknowledge receipt of a loan in the Loan Amount shown above.

                                   DOUGHTIE'S FOODS, INC.

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





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<PAGE>

                                SCHEDULE A
                            TO COMMERCIAL NOTE
                           DATED JUNE 14, 1996,
                      MADE BY DOUGHTIE'S FOODS, INC.



1.   Credit line deed of trust dated of even date, from Doughtie's  Foods,  Inc.
     ("Borrower") to David A. Durham and David Singleton, trustees ("Trustees"),
     on real estate and improvements located in Portsmouth, Virginia.

2.   Guaranty of even date, from Dutterer's of Manchester Corp. ("Dutterer").

3.   Credit line deed of trust dated of even date,  from Dutterer's to Trustees,
     on real estate and improvements located in Manchester, Maryland.

4.   Security   Agreement  from  Borrower  dated  of  even  date,  on  Accounts,
     Inventory, Equipment and General Intangibles.

5.   Security Agreement from Dutterer's dated of even date, on a promissory note
     dated  September  3, 1995,  made by Value Added Food  Services,  Inc.,  and
     payable to Dutterer's in the original principal amount of $1,038.756.

6.   Borrower's  Assignment  dated of even date  pursuant to the  Assignment  of
     Claims  Act,  of its  rights to  receive  monies  due and to become  due to
     Borrower  pursuant  to its  contract  with the  United  States  of  America
     (Defense  Logistics Agency) for the supply of foods to military  facilities
     in southern Virginia.


                              DOUGHTIE'S FOODS, INC.,
                              a Virginia corporation


                              By: Marion S. Whitfield, Jr.
                                       (Signature)

                              Its: Senior Vice President




<PAGE>




                                 ADDENDUM
                            TO COMMERCIAL NOTE
                           DATED JUNE 14, 1996,
                      MADE BY DOUGHTIE'S FOODS, INC.



     1.   Notwithstanding  the  provisions  of  this  Note  under  the  heading,
"Repayment  Terms,"  principal  shall be payable  on the  Termination  Date,  as
defined in the Agreement (as hereinafter defined in this Note).

     2. Notwithstanding the provisions of this Note under the heading, "Default,
Acceleration  and Setoff," the only event of default under this Note shall be an
Event of Default as defined in the Agreement.

     3.  Notwithstanding  the  provisions of this Note under the heading,  "Late
Charges And Other Authorized Charges," attorneys' fees payable to the Bank shall
be limited to reasonable fees and expenses of counsel to the Bank.


                              DOUGHTIE'S FOODS, INC.,
                              a Virginia corporation


                              By: Marion S. Whitfield, Jr.
                                  ------------------------
                                      (Signature)

                              Its: Senior Vice President