EXHIBIT (c)(3)


                        GUARANTY AGREEMENT

       GUARANTY  AGREEMENT,  made and  entered  into as of the 14th day of June,
1996, by DUTTERER'S OF MANCHESTER CORP., a Maryland corporation ("Guarantor")
 for the benefit of CRESTAR BANK ("Bank").

       As an  inducement  for the Bank to enter  into an  Amended  and  Restated
Credit Agreement of even date herewith (such Revolving Credit Agreement,  as now
or  hereafter  amended,  being  herein  referred  to as  the  "Agreement")  with
Doughtie's Foods,  Inc., a Virginia  corporation  ("Doughtie's"),  Guarantor has
agreed to guarantee  unconditionally  the indebtedness and other  obligations to
the Bank of Doughtie's  under or pursuant to the Agreement,  including,  but not
limited to,  Doughtie's  obligations to pay the principal of and interest on the
Notes (as defined in the  Agreement).  Such  indebtedness  and  obligations  are
hereinafter collectively referred to as the "Guaranteed Obligations."

1. Guarantor  unconditionally  guarantees to the Bank the payment,  when due, by
acceleration,  extension or otherwise, of the Guaranteed Obligations and the due
and  punctual  observance  or  performance  of each and every other  covenant or
agreement of Doughtie's thereunder.

2. Guarantor  agrees that the whole or any part of any security now or hereafter
held for the Guaranteed  Obligations may be exchanged,  comprised or surrendered
from  time to  time;  that  the  time or  place  of  payment  of The  Guaranteed
Obligations  may be changed or extended,  in whole or in part, to a time certain
or otherwise,  and may be renewed or accelerated,  in whole or in part; that the
obligors under the Guaranteed  Obligations may be granted indulgences generally;
that any of the  provisions  of the  Agreement,  any  note or  other  instrument
evidencing the Guaranteed  Obligations or any security therefor may be modified,
amended or waived;  that any part liable for the payment thereof  (including but
not limited to any other guarantor of the Guaranteed Obligations) may be granted
indulgences  or released,  all without notice to or further assent by Guarantor,
who shall remain bound thereon,  notwithstanding any such exchange,  compromise,
surrender, change, extension, renewal, acceleration,  indulgence,  modification,
amendment, waiver or release.

3. Guarantor  expressly waives:  (a) notice of acceptance of this Guaranty;  (b)
presentment  and demand for payment of any of the  Guaranteed  Obligations;  (c)
protest and notice of dishonor or of default to  Guarantor or to any other party
with  respect to the  Guaranteed  Obligations  or with  respect to any  security
therefor;  (d) all other notices to which Guarantor might otherwise be entitled;
(e) demand for payment under this Guaranty;  and (f) any right to assert against
the Bank, any defense (legal or equitable), set-off, counterclaim or claim which
it may now or hereafter have against Doughtie's.



<PAGE>



4. This is a  guaranty  of  payment  and not of  collection.  The  liability  of
Guarantor on this Guaranty shall be direct and immediate and not  conditioned or
contingent  upon the pursuit of any  remedies  against  Doughtie's  or any other
person,  nor against  securities or liens available to the Bank, its successors,
assigns or  agents.  Guarantor  waives  any right to  require  that an action be
brought  against  Doughtie's or any other person or guarantor or to require that
resort be had to any security. If the Guaranteed  Obligations are partially paid
through the election of the Bank to pursue any of the remedies mentioned in this
paragraph,  or if the  Guaranteed  Obligations  are  otherwise  partially  paid,
guarantor shall remain liable for any balance thereof.

5. If at any time or times hereafter the Bank employs  counsel to intervene,  or
to file a petition,  answer,  motion or other pleading in any suit or proceeding
relating to the Guaranty,  then in such event, all of the reasonable  attorneys'
fees relating thereto shall be an additional liability of Guarantor to the Bank,
payable on demand.

6. As security for its obligations  hereunder,  the Guarantor agrees that (a) in
the event it fails to pay its  obligations  hereunder when due and payable under
this Guaranty,  any of Guarantor's  assets of any kind, nature or description in
the possession, control or custody of the Bank, may, without notice to Guarantor
be reduced to cash or the like and applied to the Bank in  reduction  or payment
of Guarantor's  obligations hereunder;  (b) all indebtedness and liabilities now
and at any time or times  hereafter  owing by Doughtie's to Guarantor are hereby
subordinated  to the  Guaranteed  Obligations;  and (c) all security  interests,
liens and  encumbrances  which  Guarantor now has or from time to time hereafter
may have upon any of the assets of  Doughtie's  are hereby  subordinated  to the
Guaranteed Obligations.

7. This Guaranty  shall  continue in full force and effect until the  Guaranteed
Obligations  are fully paid,  performed and  discharged.  This Guaranty shall be
binding upon and inure to the benefit of the Bank, its successors and assigns.

8.  Guarantor  represents  to the Bank that it has  knowledge  of the  financial
condition and affairs of Doughtie's  and represents and agrees that it will keep
informed of such financial  condition and affairs so long as this Guaranty is in
force.  Guarantor  further  agrees  that the Bank  will  have no  obligation  to
investigate such financial condition or affairs for the benefit of Guarantor nor
to advise  Guarantor of any fact  respecting,  or any change in, such  financial
condition or affairs  which might come to the knowledge of the Bank at any time,
whether or not the Bank knows or believes or has reason to know or believe  that
any such fact or change is unknown to  Guarantor  or might (or does)  materially
increase the risk of Guarantor as guarantor of the Guaranteed Obligations.

9. This  Guaranty  shall be  deemed to be a  contract  made  under,  and for all
purposes  shall be construed in accordance  with, the internal laws and judicial
decisions of the Commonwealth of Virginia.

       IN WITNESS  WHEREOF,  Guarantor  has executed this Guaranty as of the day
and year first above written.

                                        DUTTERER'S OF MANCHESTER CORP.



<PAGE>



                                          By: Mary Beth Balog
                                          -------------------
                                            (Signature)
                                          Title: Secretary/Treasurer