EXHIBIT (a)(1)

                                 AGREEMENT

THIS AGREEMENT is made this ____ day of _________________,  1996, by and between
DOUGHTIE'S  FOODS,  INC.,  hereinafter  referred to as "COMPANY" and the BAKERY,
CONFECTIONERY,   AND  TOBACCO  WORKER'S   INTERNATIONAL  UNION,  Local  No.  66,
affiliated with the BAKERY,  CONFECTIONERY  AND TOBACCO  WORKER'S  INTERNATIONAL
UNION, AFL-CIO hereinafter referred to as "UNION".

                                 WITNESSETH

That for the  purpose of mutual  understanding  and in order  that a  harmonious
relationship  may  exist  between  the  Company  and the  Union  to the end that
continuous and efficient service will be rendered to and by both parties for the
benefit of both, it is hereby agreed that:

Article I.                   RECOGNITIONS & UNION SECURITY

Section 1. - Recognition

     The Company  recognizes the Union as the exclusive  representative  for the
purpose  of  collective  bargaining  with  respect  to  rates  of pay,  hours of
employment  of  the  employees  and  other   conditions  of  employment  in  the
classifications   listed  in  Appendix  A,  attached  hereto,   located  in  its
Portsmouth, Virginia plant.

Section 2. - Discrimination

     Both of the parties to this Agreement agree that they will not discriminate
against any  employee  or  prospective  employee  because of his/her  age,  sex,
religion, national origin or Union affiliation.

Section 3. - Plant  Visitations

     The business  representative  of the Union,  bearing  credentials  from the
Union,  shall be  allowed  in the  plant for the  purpose  of  conducting  Union
business during working hours at such reasonable  times as are determined by the
plant superintendent provided that there shall be no interference with work.

Section 4. - Union Initiation Fees and Dues

     The  Company  will  deduct  from the pay of the  employees  covered by this
agreement,  who  authorize it to do so, Union  initiation  fees and monthly dues
during the time of this agreement,  and any extension thereof,  unless and until
any such  authority is revoked,  in writing,  by the employee who has authorized
such  deduction.  It is further agreed that, in the event Union ceases to be the
representative of the employees, all authorization for the said deductions shall
be considered  revoked,  canceled and ineffective for any and all purposes.  The
Company  shall be required to deduct Union fees and dues which it is  authorized
to deduct, as hereinabove


<PAGE>



provided,  only on the first pay day of each month and the company  shall not be
required  to deduct dues in excess of the current  monthly  dues and  delinquent
dues for two  months.  The  Company  agrees to remit  once each  month the total
amount of fees and dues  collected as  hereinabove  provided to such official as
Union  may  designate.   The  Company  shall  not  be  required  to  accept  any
authorization for such deductions unless such  authorization is in the following
form:

                             "ASSIGNMENT OF UNION DUES"

                                           Date

     I,  _________________________,  an employee  of  __________________________
hereby  authorize said Company to deduct from my wages the sum of  $____________
for  initiation  fee and  each  month  thereafter  my Union  membership  dues in
accordance with the by-laws of the Bakery,  Confectionery,  and Tobacco Worker's
International  Union,  Local No. 66, AFL-CIO,  of which I am a member. I further
authorize  the amount so deducted to be turned over each month to the  Financial
Secretary of said Union.

     This  authorization and assignment shall be effective until the anniversary
date of the current Labor  Agreement  between the Company and the Union,  or for
one year from the date hereof,  whichever period shall be shorter.  Upon failure
to give the Bakery,  Confectionery  and Tobacco  Worker's  International  Union,
Local No. 66, and my  employer  written  notice  within ten (10) days before the
anniversary  date,  that I do not  want to  renew  this  assignment,  then  this
agreement shall continue in force and effect and automatically  renew itself for
a period  of one year and from year to year  thereafter,  until  such  notice is
given.

Given under my hand and seal this ____ day of _______________, ________.

                                                                 (SEAL)

Section 5. - Shop Steward

     The  union  may  appoint  or  elect  members  of this  local to act as shop
stewards,  whose  duty it shall be to see that this  agreement  is not broken by
either the Company or the Union.

     The shop steward or business representative of the Union will at all times,
upon request,  have the right to take up any questions with management,  with or
without the employee  involved.  This will be done at a time mutually  agreed by
both parties.

Section 6. - Joint Literacy Clause

     The Company and the Union shall appoint a joint committee, which shall meet
over the life of the  agreement to develop joint  approaches to promoting  "work
place  literacy."  The committee  shall attempt to determine the extent to which
the employees need to improve their reading and written communication skills and
the extent to which instruction in the English language is needed. The committee
shall also compile an estimate of what  resources  are needed to establish  this
program which will meet the needs of the employees and the company.




<PAGE>


     If the parties agree to establish such programs it is understood that the
program will be funded by the company,  and will include union  participation in
course design and content.

     If an employee is taken off the job to participate in planning meetings, it
is  further  agreed  that the  Company  will pay the union  members of the joint
committee at their regular straight time spent at the meeting.

Section 7. - Technology Clause

     The Company  agrees to provide the training and  retraining  necessary  for
present  employees  to  acquire  the  necessary  skills to  perform  work on new
equipment,  including  any newly created jobs, or to perform other work to which
they might be reassigned or transferred.  The Company will notify the department
shop steward of these changes or job openings as they occur.

Section 8. - Orientation Clause

     Upon hiring new employees,  the Company agrees to introduce new employee to
department union steward.

 Article II.                 MANAGEMENT RIGHTS

     Union recognizes that, subject to the express provisions of this agreement,
the supervision,  management and control of the Company's  business  operations,
working  forces and premises  are  exclusively  vested in the  Company.  Without
limiting the generality of the foregoing,  Union recognizes that, subject to the
express   provisions  of  this  Agreement,   the  following  rights  are  vested
exclusively in management:  to plan, direct and control the Company's  business,
operation  location,  methods  and  working  force;  to hire,  suspend,  assign,
promote,  demote,  transfer or lay-off  employees and to discipline or discharge
employees for just cause; to determine reasonable  standards of performance;  to
introduce or discontinue any operation;  and to require employees to observe the
Company's rules and regulations not inconsistent with this Agreement.

Article III.                 SENIORITY

Section 1. - Probationary Period

     During the first  forty-five (45) days of employment,  a new employee shall
be on a trial basis,  shall not acquire seniority rights,  and may be discharged
at the discretion of the Company.  Probationary  employees will be supplied with
temporary foot covering during this period in processing areas only.

Section 2. - Application of Seniority

     In the matter of filling a job vacancy or in making lay-offs,  and recalls,
the ordinary rules of seniority and fitness for the work shall apply.

     All employees have seniority rights in all departments.

     Any employee's seniority shall be broken if he:

     1.  Quits.
     2.  Is discharged.
     3.  Is absent on any three (3) days without notice or excuse mutually


<PAGE>



   agreeable to employer and employee.
     4.  Fails to report after a lay-off within seven (7) calendar days after
   the Company sends to the last address known to the Company a written
notification to return to work.
     5.  Has been out of employment by the Company for a period of six (6)
   months.
     6.  Has been out of bargaining unit for 91 days.
     7. When two (2) or more  employees  are hired on the same day,  the Company
   shall determine their relative seniority.

Section 3. - Job Vacancies

     When new jobs are created or vacancies occur, notice of the availability of
such job  shall be posted  for a period of  seventy-two  (72)  hours  (excluding
Saturday and Sunday hours) for bids. In the event that an eligible  bidder is on
vacation  during  such  seventy-two  (72) hour  period and the job is awarded to
another employee,  the vacationing  employee shall have the right to bid on such
jobs within  forty-eight (48) hours of his/her  returning from vacation.  If the
employee  returning from vacation is the ultimately  successful  candidate,  the
previously  selected  employee shall be returned to his/her previous position at
his/her prior rate of pay for such previous position.

     The Company will move the  transferred  employee to the new position within
30  calendar  days  with  the  exception  of  special  circumstances.  Under  no
circumstances  will the move not be made within 90 days without mutual agreement
between the Company and the employee.  The employee  chosen for the job shall be
given a fifteen (15)  working day training  period at the end of which if he/she
has not done the work  satisfactorily,  which determination shall be made solely
by the Company,  he shall be returned to his/her old job at his/her  former rate
of  pay.  If  the  training  employee's  job  performance   jeopardizes  safety,
equipment,  or business the employee shall be  immediately  removed from the new
position and returned to their old job.

     In the event of a vacancy  occurring for a truck driver job, the successful
bidder must have a Department of Motor Vehicle driving record  acceptable by the
Company,  must pass a written examination for drivers,  and also successfully be
certified  in a road test as  possessing  sufficient  driving  skill to  operate
safely the type of commercial motor vehicle used by the Company. (No unqualified
employees will be required to operate a motor  vehicle.).  All other  provisions
set forth in the previous paragraph shall be applicable. Truck drivers must have
a Department of Motor  Vehicles  driving record  acceptable by the Company,  and
have a Commercial Drivers License.

Section 4. - Job Transfers

     Job transfers between any classification will be authorized.  Employees may
not transfer  into another  department  until after they have been  employed one
year. Employees with a disciplinary  suspension on file within the last 180 days
on the job will not be  permitted to transfer.  When an employee  does  transfer
from one department to another, they will not be permitted to transfer again for
one year unless management initiates the transfer. If the senior person that has
signed the job posting is disqualified for reasons above, the next senior person
will be selected. If none of the employees signing the job posting is qualified,
the position  will be posted one  additional  time before the Company hires from
outside the Company.


<PAGE>



Section  5. - Extra Work (Does not apply to the  continuation  of regular  shift
work).

     Extra  work  shall  go to the  employee  with  the  most  seniority  in the
employee's  respective division  (manufacturing or distribution) as long as this
employee is qualified to perform the necessary job (which  qualification will be
determined by  management).  If no senior  employee  desires the extra work, the
least  senior  employee  is  required  to  work.  This  does  not  apply  to the
continuation of regular shift work.

Section 6. - Lay-off

     Lay-offs; with the exception of drivers, will be accomplished by seniority.
Probationary  employees  shall  be  laid  off  first.  If  further  layoffs  are
necessary,  the last  person  hired shall be the first laid off. In the event of
recall,  employees  shall be recalled in the reverse order of layoff  subject to
the same condition.

     Truck  Driver  lay-offs;  The driver with the least  seniority  will be the
driver who will be laid off.  If this  driver has the  lowest  seniority  in the
Division,  he will be on lay-off status. If this driver is not the lowest senior
employee, this driver will be transferred to the lowest senior employee's job in
their  division.  At that  point the  lowest  senior  person  will go on lay-off
status.

Article IV.                  HOURS OF WORK & OVERTIME

Section 1. - Workweek

A. The regular  workweek  shall  begin at 12:01 a.m.  on Sunday and  conclude at
12:00  p.m.  midnight  Friday  and  employees  must  report  to work at any time
requested  by the Company and any  employee  required to work in excess of eight
(8) hours in any day or forty (40) hours in any workweek  shall be paid overtime
as provided in this  Agreement.  All work performed on Saturday shall be paid at
the rate of time and one- half (1 1/2).

B. It is agreed that six (6) minutes per day is a  reasonable  time for clocking
in  before  and  after  work  which  is to be  paid  to  each  employee  in  the
manufacturing  plant at their  regular  hourly  rate and that such time is to be
considered as work time for all purposes under this agreement.

Section 2. - Posting of Work Schedule

     Schedules  should be posted on  Wednesday of each week and in no case later
than Thursday, showing the work days and hours of each employee for the workweek
Sunday through  Saturday.  Every effort shall be made to adhere to this schedule
as closely as possible but both parties should understand that some variable may
occur due to the nature of the business.

Section 3. - Daily Guarantee and Call In

A. Each regular employee who reports for work upon request by management,  shall
be guaranteed  not less than  thirty-six  (36) hours per week,  provided they do
whatever  work is assigned to him or her.  When a holiday  occurs in a workweek,
each employee shall be guaranteed not less than twenty-eight (28) hours work per
week.


<PAGE>



     Such guarantee is contingent upon there being no emergency condition beyond
the Company's control, which prevents or interferes with the normal operation of
the business.

B.  Whenever  any truck driver is scheduled to report to work and does report at
the time  specified,  such  employee  shall be  guaranteed  two (2)  hours  pay,
provided that said employee remains on the job until released by the dispatcher.
This two (2) hour pay will include the time while  waiting for the  dispatcher's
release.

     Drivers  with  higher  seniority  who come to work and find their route has
been cut, can bump the driver with less seniority, only if the senior driver can
perform the route within 1 1/2 hours of Roadnet time.

Section 4. - Overtime

A. Rate of Pay. Each employee  shall be paid for all work performed in excess of
eight (8) hours a day or forty (40) hours in a regular  workweek  at the rate of
one and one-half (1 1/2) times his regular straight time hourly rate,  whichever
is greater but not both.

B. No  Pyramiding  of  Overtime.  Time and one-half (1 1/2) shall be paid on the
weekly or daily  basis,  whichever  is  greater,  but in no case both.  In other
words,  any hours for which  overtime  is payable on a daily  basis shall be set
aside or excluded in determining the amount of overtime on a weekly basis.

C. Rest Period Overtime. Each employee is entitled to an unbroken rest period of
at least twelve (12) hours between  shifts,  and any employee,  except for truck
drivers,  requested to work during his/her twelve (12) hour rest period shall be
paid  for  such  work at the rate of one and  one-  half (1 1/2)  times  his/her
regular  straight time hourly rate provided they do whatever work is assigned to
them.  Truck drivers  should have at least an eight (8) hour rest period between
shifts. No disciplinary action may be taken against a truck driver unless he/she
has had his or her eight (8) hours rest period.

D.  Offsetting of Overtime.  No employee shall be given time off for the purpose
of offsetting overtime.

Section 5. - Incentive Programs

     The Union has agreed to allow the Company to initiate,  install and operate
incentive  programs which will allow  employees to earn extra dollars over their
regular pay.

Article V.                  REST AND LUNCH PERIODS

Section 1. - Rest Periods
A. Each  employee  shall be given a fifteen (15) minute paid rest period  during
the third (3rd) hour of work and a fifteen  (15) minute paid rest period  during
the seventh  (7th) hour of work.  An unpaid  lunch period of thirty (30) minutes
shall be given after the fourth  (4th) hour of work and be  completed by the end
of five and one-half (5 1/2) hours of work. If any


<PAGE>



employee is  required  to work ten (10) or more hours in one day, an  additional
fifteen  (15) minute  period of rest shall be given such  employee at the end of
the tenth (10th) hour.

B. When a driver is required to work in excess of ten (10) hours in any one day,
the Company  shall  provide a $3.75 supper  allowance to said  employee.  In the
event of an  emergency  arising due to  mechanical  or tire  failure  beyond the
driver's control which necessitates a delay beyond twelve (12) hours, the driver
affected shall receive an additional $1.25 supper allowance.

Section 2. - Physical Relief

     Necessary   physical   relief  will  be  granted   within  reason   without
discrimination  of any  source.  Physical  relief  is  defined  as  bladder,  or
intestinal  relief.  Freezer and Seafood Department workers will be permitted to
come out of the freezer/cooler to get warm.

Section 3. - Drinking Water

     Cool  drinking  water is to be available at all times for the  employees in
their working areas.

Section 4. - Lunch Periods

     A thirty (30) minute  period  shall be allowed for lunch each day, and such
lunch period shall be excluded from the working  hours.  In an emergency,  which
shall be determined solely by the Company, the Company may schedule a sixty (60)
minute lunch period all of which time shall be excluded from working hours.

     All employees,  with the exception of drivers on the road, will be required
to punch out and in for their lunch period.

 Article VI.                 WAGES & CLASSIFICATIONS

     The  classifications  and rate of pay are set forth in Appendix A, which is
attached hereto and made a part hereof.

Article VII.                 HOLIDAY

Section 1. - Holidays

Each employee shall receive the following holidays with eight (8) hours pay:

     New Years Day            Thanksgiving Day
     Memorial Day             Christmas Eve *
     July 4th                 Christmas Day
     Labor Day                Martin Luther King's Birthday

     Those  employees who work on a holiday shall observe a work holiday  within
ninety (90) days of such holiday. The exact day shall be mutually agreed upon by
the Company and employee. If an employee is denied the day off that is requested
to be taken as a result  of  having  worked  a  holiday,  they  will be given an
additional  30 day period to take the day off.  The employee  must  complete and
turn in to their  supervisor  a written  extension  request  form  which will be
provided by Management.



<PAGE>



     * All hours worked Christmas Eve shall be paid at the regular straight time
rates pursuant to Paragraph A, Section 4, Article IV.

     In addition to the above  holidays an employee  shall  receive one personal
holiday of his/her  choosing  as long as  fourteen  (14) days notice is given to
management.  This  holiday  cannot  conflict  with another  employee's  personal
holiday  or the  three  holiday  weeks  set  aside  as "no  vacation  weeks"  by
management.

     The  company  reserves  the right to declare by  department  (Manufacturing
Department,  or  Distribution  Department) a holiday and close the department to
celebrate the "personal holiday."

Section 2. - Qualifications of Holiday Pay

A. In order to receive pay for any such holiday,  the employee must have been in
the employ of the  Company  for at least  thirty  (30) days and  worked  his/her
regular scheduled work day preceding and his her regular scheduled work day next
following  such  holiday.  In the event that an  employee  is unable to complete
his/her regular scheduled work day preceding,  immediately following, or the day
of the holiday,  he/she shall receive a pro-rata amount of holiday pay in direct
proportion  to the hours worked on either day,  provided  that such  employee is
excused by his/her supervisor.

B. If an employee is required to work on a holiday,  except  Christmas  Eve Day,
he/she shall  receive one and one-half (1 1/2) times  his/her  regular  straight
time  hourly  rate for all hours  worked on such  holiday in addition to his/her
holiday  pay. An employee  who is  scheduled to work on any holiday and does not
work shall receive no pay for such holiday.

C. If an  employee  is absent on any such  regular  scheduled  work day due to a
bona-fide  excuse or sickness that can be  legitimately  documented  prior to or
after a holiday,  or on the actual  holiday  that said  employee is scheduled to
work,  they shall receive their  holiday pay provided they have  performed  work
within the two (2) week period  prior to the holiday  week or during the holiday
work week  itself.  In the event that a dispute  arises over the  legitimacy  of
documentation,  the Company and the Union agree that it shall be resolved by use
of the first two (2) steps of the grievance procedures.

D.   If an employee works on a holiday, the hourly rate of the holiday shall
equal the pay of the job the employee is doing on that day.

Article VIII.                VACATIONS
Section 1.
     Regular  employees  who work not less than 1600 hours in their  anniversary
year shall be entitled to vacation with pay, as follows:

     One week................................ after one year of employment
     Two weeks............................... after three years of employment
     Three weeks............................. after eight years of employment


<PAGE>



     Four weeks.............................. after twelve years of employment
     Five weeks.............................. after eighteen years of employment

     Regular part-time  employees are employees  regularly  scheduled to work at
least  three  (3)  six (6)  hour  work  days a week.  The  yearly  minimum  work
requirement  of a part-time  employee for vacation  shall be 750 hours and after
one (1) year of  employment,  part-time  employees  who qualify shall be given a
pro-rated vacation based on the above schedule for regular employees.

     No employee,  either regular or part-time,  shall be entitled to a vacation
until he/she has been on the active payroll for period of one (1) year.

     A regular  employee or a regular  part-time  employee,  who due to illness,
injury,  or  pregnancy  leave,  works  less than the time above  required  for a
vacation,  shall be entitled to a pro-rated  vacation and pay  therefore,  based
upon actual number of hours worked during the above  required  length of service
for a vacation.

Section 2.

     Vacation pay for regular employees shall be forty (40) times the employee's
regular straight time hourly rate for each week of vacation.

     In order to receive such  vacation pay, an employee must leave work for the
applicable vacation period.

Section 3.

     If an employee has earned a two (2) or more weeks vacation, he/she may take
his/her weeks  consecutively.  The vacation  period shall be between January 1st
and December  31st.  The vacation  schedule for the ensuing year shall be posted
during the entire  month of  January  and each  employee  shall  select  his/her
vacation time therefrom for the ensuing year in accordance with their seniority.
The highest seniority  employees must select during the first fifteen days so as
to allow the lesser seniority  employee ample opportunity to plan their vacation
schedules.  When the vacation list has been approved by the Company,  no changes
will be made,  except  by mutual  agreement  and  under no  circumstances  may a
seniority employee "bump" a lesser senior employee.

     Whenever a holiday  listed in  Article  VIII,  Section  1, falls  within an
employee's  vacation  period,  the employee  shall receive an extra day's pay in
addition  to  his/her  vacation  pay if its is  mutually  agreeable  to both the
Company and the Union.

     Because  of peak  demand  in our  business,  the  week  before  each of the
following  holidays  will  not  be  available  to  employees  who  work  in  the
Distribution  positions.  These  holiday weeks are Memorial Day, 4th of July and
Labor Day. The week that the holiday is celebrated will be availabe.

Section 4.

     Each employee shall receive his/her vacation pay immediately before his/her
vacation starts.


<PAGE>



Section 5.

     Any employee  whose  service is  terminated  after  his/her  first  service
anniversary shall,  unless he/she was discharged for dishonesty,  be entitled to
vacation pay in accordance with the following schedule:

     Completed Months of Service
     Since Last Service Anniversary                Vacation Pay

     Less than six (6) months.............................................None
     Six (6) months...................................................... 6/12
     Seven (7) months.................................................... 7/12
     Eight (8) months.................................................... 8/12
     Nine (9) months..................................................... 9/12
     Ten (10) months.................................................... 10/12
     Twelve (12)months...................................................11/12

     If an  employee  has  been  granted  a  vacation  prior  to the  end of the
anniversary  year which  entitled him to such vacation and fails to complete the
year of service required for such vacation,  he/she shall refund the Company the
difference  between the vacation pay he/she  received and the  pro-rated  amount
he/she would have been paid by reason of his/her service having terminated prior
to the end of his/her anniversary year.

Article IX.                  LEAVES OF ABSENCE

Section 1. - Military Leaves

     Company and Union agree to abide by the terms of the Selective  Service and
Training Acts, as amended from time to time, or any other applicable law.

Section 2. - Family and Medical Leave

     The Company agrees to comply with all federal regulations pertaining to the
1978  Amendments  to the Civil  Rights Act of 1964 with  reference  to pregnancy
discrimination and as well as the Family and Medical Leave Act.

Section 3. - Union Business Leave

     The Company agrees, if reasonably  possible,  to give time off without pay,
to any official of the Union who may have any Union business to which he/she has
to attend at that time.  Additionally,  in the event that Union shall  select an
employee as Business Representative, the Company agrees to let him/her leave its
employ  with the  understanding  that he/she may return to work at any time with
standing  and  seniority  comparable  to that which  he/she  enjoyed at the time
he/she left.

Section 4. - Funeral Leave

     It is agreed, in the event of a death in the immediate family, the employee
shall be granted three (3) days to attend the funeral. If any of these three (3)
days  are  working  days,  the  employee  shall  suffer  no  loss  in  pay.  The
requirements  for the funeral  leave period shall begin on the first full day of
absence following death and end on the day of the funeral.  If in the opinion of
management, travel considerations in attending a funeral are involved, up to two
(2) calendar days


<PAGE>



immediately  following  the funeral may be  considered as part the funeral leave
period. The term "immediate family" shall mean: Father,  Mother,  Son, Daughter,
Brother, Sister, Husband, Wife, Father-in-law,  Mother-in-law,  Daughter-in-law,
Sonin-law,  Grandparents, and Grandchildren.  Proof of death and relationship of
deceased is necessary before funeral leave will be paid.

Section 5. - Jury Duty

     Any full  time  employee  who has been in the  continuous  employee  of the
Company  for three (3) months or more,  and who is  required to serve as a juror
shall be paid eight (8) hours daily at his or her regular  straight  time hourly
rate (excluding  premiums or overtime) less such amount of compensation  allowed
by the courts for his or her service, subject to the following conditions:

A. If on the day the employees serve on the jury they also work for the Company,
they shall receive no extra compensation:  if they work their regular gang time.
In no event shall such difference  payments exceed fifteen (15) work days in one
(1) year because of required jury duty.

B. No  difference  payments for jury duty shall be paid to employees who fail to
report  for work and work the  hours on any  scheduled  work day on which  their
service is not required in court.

C. Employees who have received an official summons to serve as jurors shall give
notice and proof of such summons to their  foreman a reasonable  time in advance
of the date on which they are to serve.

D. At the end of the employee's service as juror, the employee shall obtain from
the Clerk of the Court statements showing the time served and the amount paid to
them as compensation for their services as jurors and shall promptly submit such
statements to the Time Office.

Article X.                   HEALTH AND WELFARE

Section 1. - General

     The Company  agrees to maintain the following  Group  Insurance Plan during
the term of this agreement.  This does not cover any work related accidents that
are covered by Workers Compensation.

Schedule of Benefits:
A.   Death Benefit...................................................$5,000.00
     Accidental Death and Dismemberment..............................$5,000.00
     Weekly Accident and Sickness Benefit........................up to $150.00
     (Maximum of thirteen (13) weeks)
     a.  Equal to 66 2/3 percent of an employees straight time hourly wages
   with maximum of $150.00 per week.
     b.  Benefits shall begin on the first day of an accident and the fourth
   day of an illness.

B. Hospital/medical, dental and prescription drug coverage shall be available to
employees at their option as provided under the terms and  conditions  stated in
Trigon Group Policy Number 41436A.  Premiums for employee and dependent coverage
shall be paid by employees as provided in the attached  Schedule A. Premiums for
dependent and employee  coverage  shall be increased to cover the increased cost
over and above the present coverage.

<PAGE>





Section 2. - Employee Compliance

     Employees  shall  comply  with all  regulations  of the  Company  insurance
carrier in regard to all benefits provided in this article.

Section 3. - Employee Qualification

     The Company agrees to reopen negotiations if a new hospitalization  program
is adopted by the Company.

     Any new employee  shall qualify for such  benefits  upon the  completion of
ninety (90) days continuous full-time service.

Article XI.                  GENERAL PROVISIONS

Section 1. - Bulletin Boards

     Enclosed  bulletin  boards  shall be provided  by the Company for  official
business.  Other bulletin boards will be available for social notices.  A signed
copy of this agreement shall be posted on such.

Section 2. - Medical Examinations

     The  Company  agrees  to pay  for any  doctor's  examination  which  may be
necessary obtain employment in the plant.

Section 3. - Uniforms

     The Company agrees to furnish all uniforms,  coats,  aprons,  hats and hair
nets necessary for the employee's use, without charge. It is specifically agreed
that the  Company  will  launder  all  uniforms,  coats,  and aprons used in the
Manufacturing  Plant. It is understood  that the truck drivers shall  contribute
$2.50 per week to the laundering  fee for the uniforms  provided by the Company.
The Company  further agrees to furnish boots to production  employees whose jobs
necessitate wearing them.

Section 4. - Back Safety Support
     The union has requested  that back safety belts be worn by union  employees
when performing tasks that involve  lifting.  The company has agreed to purchase
safety belts and split cost 50% with any employee wishing to wear such belt. The
employee will initiate such request to obtain a belt with their supervisor.

    The employee who receives such belt must adhere to the following procedures:
     a.  The belt must be brought to work daily.
     b.  The belt must be worn during the lifting portion  of the job.
     c.  Employees who fail to wear the safety belt will be written a "warning
   letter."  On the third such  "warning  letter"  the belt will become the sole
property of the employee  and 50% of the cost of the belt will be deducted  from
employee's  payroll.  The  employee  will at  that  time be  released  from  the
mandatory wearing of the belt.
     d.  The manufacturers's warranty will determine the frequency of Company
   participation.
     e.  Management may deny continued participation in the program if it


<PAGE>



   determines that the belts create a health or safety problem.

Section 5. - Work by Supervisory Employees

     No Supervisor  shall perform any of the duties of any employee coming under
the  jurisdiction  of this Agreement  except in the case of an emergency.  It is
agreed that without limitation to other emergencies that may occur the following
conditions shall be deemed to be emergencies when:

     1)  A scheduled employee fails to report to, or perform his/her work.
     2)  It is necessary for the supervisor to instruct an employee in how to
   perform his/her work.
     3) During  his/her  scheduled  work  hours an  employee  becomes  unable to
   perform his/her work by reason of physical disability.

Section 6. - Sickness

     When an employee is sick, they must call in daily as soon as possible or at
least by 30 minutes  prior to the scheduled  work hour.  Any employee who is out
sick for a period  not  exceeding  two (2) days may  return  to work  without  a
doctor's permit. If such em-ployee is out sick three (3) days or more a doctor's
permit will be required before he/she can return to work.

Section 7. - Rules and Regulations

     Both the Company and Union agree to the  necessity of Rules and  Regulation
governing the day-to-day operations of the business.  Such rules and regulations
have been in effect since May 28,  1973.  A Copy of these rules and  regulations
are attached to this Agreement and are so noted as Exhibit A.

Article XII.                 NO STRIKE, NO LOCKOUT

Section 1. - General

     The Company and the Union agree on the need of their  service to the public
with out interruption. Both recognize the objective as necessary to the security
of the Company and its people. Both,  therefore,  specifically pledge themselves
to help assure that  security by using the  procedures  agreed upon between them
for the  adjustment  of disputes and  grievances in all cases where there is any
difference of opinion concerning the rights of either party under this contract,
or the interpretation or application of any provision of it.

Section 2. - No Strike, No Lockout

     The  Union  agrees  that  there  will be no  strike,  slow  down,  or other
interference  with work by any or all of the  employees  during the life of this
Agreement.  The  company  agrees  that  no  lockout  against  any  or all of the
employees shall take place during the life of this Agreement.

Section 3. - Discipline and Union Duties.

     In the event of a walkout in violation of the above provision, any employee
found guilty of instigating, fomenting, actively supporting or condoning such
illegitimate strike shall be subject to discipline, including discharge.  Union


<PAGE>



agrees that all possible steps will be taken to preclude or to terminate as soon
as possible all strikes or contemplated strikes in violation of this Agreement.

Article XIII.                GRIEVANCE AND ARBITRATION

Section 1.

     In the event that a dispute arises at any time over wages,  hours,  working
conditions or any other aspect of this Agreement,  such dispute shall be handled
first by the employee  with the complaint  and the shop steward  presenting  the
grievance to the shift supervisor within five (5) working days of the occurrence
upon  which the  grievance  is  based,  and they  shall  attempt  to settle  the
grievance within five (5) working days of its presentation.

Section 2.

     In the event that the grievance is not settled within five (5) working days
of its  presentation  in Step One,  within five (5) working days  following such
five (5) day period of Step One, the employee and the shop steward shall present
the grievance to the shift  supervisor and a member of management and they shall
attempt  to  settle  the   grievance   within  five  (5)  working  days  of  its
presentation.

Section 3.

     If the  grievance  is not  settled  within  five  (5)  working  days of its
presentation  in Step Two,  within five (5) working days following such five (5)
day period in Step Two, the Union shall reduce the  grievance to writing and the
local union business agent shall present the same to the plant manager who shall
meet and attempt to settle the grievance within fifteen (15) working days of its
presentation.

Section 4.
     If the  parties  in Step Three are  unable to arrive at a  settlement  of a
grievance  within  fifteen (15) working days of its  presentation,  either party
thereto may, as a final  resort,  submit the matters to an  arbitrator  selected
pursuant  to the  rules  of the  Federal  Mediation  and  Conciliation  Service,
provided  notice of such intention is given in writing by the  initiating  party
within fifteen (15) working days after receiving the answer in Step Three.

Section 5.

     If the  parties  are unable to agree upon the  selection  of an  arbitrator
within ten (10) days of the notice  required in Step Four above,  then the party
shall  alternately  strike two (2) names from such  list,  with the  complaining
party having the  privilege to make the first  strike,  and the  remaining  name
shall be the arbitrator.

Section 6.

     It is expressly agreed and understood that no employee shall have the right
to compel the  arbitration of his grievance  without the written  consent of the
Union.





<PAGE>

Section 7.

     The decision or award for the arbitrator shall be final and binding of both
parties.

Section 8.

     The  Company  and the Union  shall  each pay their  own costs  incurred  in
connection with the arbitration. The expense of the neutral arbitration shall be
shared equally between them.

Article XIV.                 SCOPE & APPLICATION OF THIS AGREEMENT

Section 1. - General

     This  agreement  incorporates  the full and complete  understanding  of the
parties pertaining to the regulation of minimum wages and hours of employment of
all the production and maintenance  employees of the Company who come within its
terms and are not excluded from its operation. This Agreement shall constitute a
complete  accord and adjustment of all matters between the parties hereto and no
complaint shall be filed or considered on account of anything which has occurred
prior to the execution hereof.

Section 2. - Severability

     Any  provision  of this  Agreement  which may be in  violation  of State or
Federal  Acts,  statutes,  regulations  or  orders,  or  revision  thereof,  now
effective or which become effective during the term of this Agreement,  shall be
considered void. In the event that any provision of this Agreement is thus void,
the balance of the Agreement and its  provisions  shall remain in effect for the
term of this Agreement.

Article XV.                  PENSION

     It is hereby agreed to provide pension and retirement benefits as follows:

A. The  Company  hereby  agrees  to be bound  as a party  by all the  terms  and
provisions of the Agreement and  Declaration of Trust dated  September 11, 1955,
as amended,  established  the Bakery and  Tobacco  Workers  Unions and  Industry
International  Pension Fund (hereby  called the Fund) and said Agreement is made
part hereof by reference.

B.  Commencing  with the last  day of June  1977,  the  Company  agrees  to make
payments to the Fund for each employee working in job classifications covered by
the said Collective Bargaining Agreements.

     Effective October 24, 1997, for each hour or portion thereof,  for which an
employee  subject to the  Collective  Bargaining  Agreements,  receives pay, the
Company shall make a contribution of sixty (60) cents to the above named pension
fund, up to a maximum of forty (40) hours in any week.

     For the purpose of this Article,  it is understood that contributions shall
be payable on behalf of employees from the first day of employment, whether said
employees  are  permanent,   temporary  or  seasonal,   full-time  or  part-time
employees, and regardless of whether or not they are members of the union.



<PAGE>



C. The payment made in accordance  with "B" above shall be allocated as follows:
sixty (60) cents per hour to provide for a normal,  reduced early retirement and
disability pension (Plan A).

D. It is agreed  that the  pension  plan  adopted  by the  Trustees  of the said
pension fund shall be such as will qualify for approval by the Internal  Revenue
Service of the United States Treasury Department, so as to enable the Company to
treat contributions to the pension fund as a deduction for income purposes.

E.   It is hereby agreed to provide pension and retirement benefits as
follows:

     1. The  Company  hereby  agrees to be bound as a party by all the terms and
provisions of the Agreement and  Declaration of Trust dated  September 11, 1995,
as  amended,  establishing  the Bakery  and  Confectionery  Unions and  Industry
International  Pension Fund (herein after called the Fund) and said Agreement is
made part hereof by reference.

     2. Commencing with the 1st day of  ____________________  19___, the Company
agrees to make payments to the Bakery and Confectionery  Union and International
Pension Fund for each  employee  working in job  classifications  covered by the
said Collective Bargaining Agreement as follows:

     a. For each day or portion  thereof,  for which an employee  subject to the
Collective  Bargaining  Agreement,  receives  pay,  the  Company  shall  make  a
contribution of $ __________ to the above named Pension Fund, up to a maximum of
forty (40) hours in any week. For the purpose of this Article,  it is understood
that contributions shall be payable on behalf of employees from the first day of
employment,  whether said employees are permanent,  temporary,  or seasonal,  or
full-time  or part-time  employees,  and  regardless  of whether or not they are
members of the  Union.  The term  "Employee"  does not  include a  self-employed
person, corporate officer, owner or partner.

     3.  The payment made in accordance with "2" above shall be allocated as
follows:

     _______ per (day) (hour) to provide coverage for a Normal,  Reduced,  early
         Retirement and Disability Pension (Plan A)
     _______ per (day) (hour) to provide  coverage for Vested  Deferred  Pension
         (Plan B)
     _______ per (day) (hour) to provide coverage for an Age and Service Pension
         (Golden Ninety Plan C)
     _______   per (day) (hour) to provide coverage for an Age and Service
         Pension in the event of loss of covered employment due to a
   permanent reduction in force (Plan CC)
     _______ per (day) (hour) to provide coverage for an Age and Service Pension
         (Golden Plan G)
     _______   per (day) (hour) to provide coverage for Supplemental Pension
         (Plan D______)
     _______ per (day)  (hour) to provide  Health  Benefits  for  Pensioners  in
         accordance with Plan W ______ of said Fund
     _______   per (day) (hour) to provide Health Benefits for Pensioners in
         accordance with Plan P _______ of said Fund

<PAGE>





     4. It is agreed  that the  Pension  Plan  adopted by the  Trustees  of said
Pension Fund shall be such as will qualify for approval by the Internal  Revenue
Service of the United States Treasury Department, so as to enable the Company to
treat contributions to the Pension Fund as a deduction for income tax purposes.

     5.  Contributions  provided  for herein  shall be paid monthly and shall be
accompanied by a completed remittance report. Both payment and report are due on
the tenth (10th) day of the month following the month covered by the report.  In
the event the Company fails  promptly to pay the amounts owed, the Company shall
pay such collection costs, including court costs, and reasonable attorneys fees,
as the Pension  Fund shall  incur,  and shall pay interest at such a rate as the
Trustees shall fix from time to time.

     6.  The  payments  so  made to the  Fund  shall  be  used by it to  provide
retirement  benefits for eligible  employees in accordance with the Pension Plan
for said Fund,  as determined by the Trustees of said Fund, to be applied to the
eligible employees based on the amount of employer contribution.

     7. This clause encompasses the sole and total agreement between the Company
and the Union with respect to pensions or retirement.

     8. This clause is subject in all  respects to the  provisions  of the Labor
Management Relations Act of 1947, as amended and to any other applicable laws.

Company _______________________           Bakery, Confectionery and Tobacco
                                    Workers International Local Union
                         No. _____

By_____________________________           By________________________________

Date___________________________           Date______________________________

F.  Notwithstanding  any  provisions,  if any, to the contrary  contained in the
Collectible  Bargaining  Agreement  between the Company and the Union, the Union
shall  have the right to strikes by giving  the  Company  written  notice of its
intention  to do so not less  than  forty-eight  (48)  hours in  advance  if the
Company shall fail to make payment of the  contribution  due to the Fund for any
month on or before the 10th day of the third calendar month  following the month
for  which  such be taken by the  Union  unless  and  until  the  Administrative
Director of the Fund shall have certified in writing,  to the Company and to the
Union,  that the  Company  has so failed to pay such  contribution.  Any  strike
pursuant to this provision  shall be terminated as soon as the Company shall pay
the delinquent  contribution  or shall make  arrangements  for the payment of it
which meets with the approval of the Administrative Director of the Fund.

G.  The  payments  so made the Fund  shall be used by it to  provide  retirement
benefits for  eligible  employees  in  accordance  with the Pension Plan of said
Fund,  as  determined  by the  Trustees  of said Fund,  applied to the  eligible
employees  based on the amount of  employer  contribution.  The  Company  hereby
affirms that he/she has no arrangement for the compulsory  retirement of his/her
employees except set forth herein.



<PAGE>



H.   This clause encompasses the sole and total agreement between the Company
and the Union with respect to pensions or retirement.

I.   This clause is subject in all respects to the provisions of the Labor
Management Relations Act of 1947, as amended and to any other applicable
laws.

 Article XVI.                SUCCESSOR CLAUSE

     This Agreement shall be binding upon the parties hereto,  their successors,
administrators, executors and assigns.

Article XVII.                EFFECTIVE DATE & DURATION FOR AGREEMENT

     This Agreement  shall become  effective as of 12:01 a.m. on April 28, 1996,
and shall  continue  to be in full force and effect  until  October  23, 1998 at
midnight  and  thereafter  from year to year,  unless  either party hereto shall
notify the other by registered letter or certified letter,  mailed not less than
sixty (60) days prior to October 23, 1998, or any anniversary  date thereof,  of
desire to modify or terminate same,  provided,  however, in the event and change
is of pay or in the  present  requirement  for pay at time and one half (1` 1/2)
the regular hourly rate of pay for hours worked in excess of forty (40) hours in
any work week,  which change requires an adjustment of the wages and/or hours of
an employee  covered by this  Agreement.  Either  party may elect to reopen this
Agreement as of the effective date of any such law,  governmental  regulation or
ruling, for the sole purpose of renegotiating the wage schedule or work week and
overtime  provision in the said  contract or both,  depending on which items are
affected by such laws,  rulings or  regulations,  by  notifying  the other party
subsequent to the effective date of such law, governmental regulation or ruling.

     IN WITNESS  WHEREOF,  the  parties  have on this 11th day of  October  1996
caused  their  names to be  subscribed  by their duly  authorized  officers  and
representatives.


Doughtie's Foods, Incorporated            Bakery, Confectionery and Tobacco
                                          Workers International Union, Local
                                          Union. 66

By:  Steven C. Houfek                     By:  Donnie L. Block
       (Signature)                               (Signature)
     President                                 Union President

Witness                                   Witness
By:  Sharon Stevens                       By:  Vivian Garris
       (Signature)                               (signature)
     Dir. of Human Resources


<PAGE>



                             Appendix "A"

                      WAGES AND CLASSIFICATIONS
                            Rate Effective:

Classifications        Apr. 28, 1996        Oct. 24, 1996        Oct. 24, 1997
Packer                     8.25                 8.60                 8.90
Cook                       8.35                 8.70                 9.00
Grinder                    8.65                 9.00                 9.30
Tractor-Trailer Driver     8.80                 9.15                 9.45
Truck Driver               8.70                 9.05                 9.35
Shipping and Receiving     8.30                 8.65                 8.95
Prod./Whse. Worker         8.25                 8.60                 8.95
Cleaner                    8.25                 8.60                 8.95
Freezer Selector           8.35                 8.70                 9.00
Slicer/Operator            8.40                 8.75                 9.05
Checker                    8.30                 8.65                 8.95
Fork Lift Operator         8.65                 9.00                 9.30
Sauce Cooker               8.25                 8.60                 8.90
Patty Machine Operator     8.30                 8.65                 8.95
Band Saw Operator          8.40                 8.75                 9.05
Spice Room Operator        8.25                 8.60                 8.90
Meat Trimmer               8.40                 8.75                 9.05
Packaging Machine Opr.     8.25                 8.60                 8.90
Injection Machine Opr.     8.35                 8.70                 9.00
Truck Spotter              8.25                 8.60                 8.90
Fish Cutter                8.30                 8.65                 8.95
Loader                     8.30                 8.65                 8.95

B. The rate of pay for new employees  will be less $1.00 per hour from scheduled
classification  pay.  After  180  days  the  employee  will be at the  scheduled
classification pay rate.

C. When an  employee is  transferred  from a lower paid job to a higher paid job
for less than three (3) hours,  such employee shall continue to receive  his/her
regular rate of pay at the lower rate.  However,  if such transfer exceeds three
(3) hours in any work day, the employee shall receive the higher rate of pay for
all hours  worked on the higher paid job.  Company  shall not remove an employee
who is so transferred to a higher paid job from a lower paid job after less than
three (3) hours of work at the higher  paid job solely in order to avoid  paying
such employee the higher rate of pay.

D. Night Shift  Differential:  All  employees who work during the period of 6:00
p.m. to 6:00 a.m. shall receive a night shift  differential  in the amount of an
additional  hourly  rate of  twenty  (20)  cents  over the rate  listed  in this
Appendix for all hours worked during such period.

E. Group  leaders  will be given  additional  pay  depending on the scope of the
responsibility (determined exclusively by Management).  The minimum amount would
be .20/hr.

F. Wage classification adjustment of 25 cents per hour for all drivers effective
upon ratification, in addition to the general increase. The employer may further
increase the classification rate for drivers during the term of


<PAGE>



this agreement,  so long as such increase  applies equally to all drivers in the
same  classification.  The  Company  agrees  to  notify  the  Union  of any such
increase, amounts and those individuals affected.



<PAGE>



                             Exhibit "A"

                        Doughtie's Foods, Inc.

                     EMPLOYEES RULES AND POLICIES

Rules and regulations for the conduct of employees are necessary for the orderly
operation of any business  and for the benefit and safety of all  employees.  In
order to clarify what is expected of its  employees,  Doughtie's has adopted the
following regulations.  They are to guide us in our conduct and responsibilities
while at work.  Changes and additions will be made as appropriate  and employees
will be advised.  Supervisors will be responsible for  implementing  these rules
and regulations.

     Employees  who fail to follow  established  rules and  regulations  will be
subject to corrective action or discharge.  "Corrective Action" may range from a
simple or timely warning for minor offenses, to layoff without pay, for the more
serious or repeated failure to abide by the rules.

     Immediate  discharge  with  previous  warning  may result in cases of major
violations. Also, repeated or uncorrected conduct may result in discharge. Prior
to final  action,  an employee  may be suspended  by his  supervisor,  while the
proper  action  in  his  case  is  determined.   Suspension  in  itself  is  not
disciplinary  action,  it is the  pause in  active  employment  during  which an
investigation of an incident takes place.

     The  following  are  representative  causes which may justify  disciplinary
action including discharge:

               Rule                                Disciplinary Action

1.     Falsifying employment data............................................D
2.     Ringing another employee timecard or falsifying time
       records...............................................................D
3.     Taking company property, ingredients, on or off premises, whether
       damaged or undamaged..................................................D
4.     Theft.................................................................D
5.     Fighting, disorderly or immoral conduct...............................D
6.     Sleeping on the job...................................................D
7.     Disobeying orders.....................................................D
8.     Willful damage to company property....................................D
9.     Unauthorized strike action or slowdown-walking off the job............D
10.    Smoking in unauthorized areas, drinking or being under the
       influence of drugs and/or alcohol.....................................D
11.    Eating in unauthorized areas........................................W-D
12.    Loafing on the job..................................................W-D
13.    Unreported absence................................................W-S-D
14.    Violation of safety or sanitation  rules..........................W-S-D
15.    Carelessness......................................................W-S-D
16.    Horseplay-improper conduct on the job.............................W-S-D
17.    Chronic absence and/or tardiness..................................W-S-D
18.    Unsatisfactory job performance....................................W-W-D
19.    Improper dress or appearance......................................W-W-D
20.    Failure to report personal injury.................................W-W-D
21.    Carelessness which results in economic loss to the
       Company.............................................................S-D

<PAGE>




22.    Crimes off the premises.........................S-Pending Investigation
       .....................................................D-After Conviction
23.    All employees are required to wear a hair net or washable
       hat...............................................................W-W-D
24.    Chewing tobacco is forbidden........................................W-D
25.    Bringing any particles of glass into plant such as
       drinking glasses, bottles, etc., is forbidden.....................W-S-D
26.    All employees must change clothes before punching in,
       also they must punch out then change clothes......................W-S-D

W - Warning.     Written reprimand to employee.
S - Suspension.  Release from work for not more than one (1) week.
D - Discharge.

Disciplinary  warning letters shall have no force or effect after a period of 12
months from issuance with the exception of chargeable vehicular accidents, which
remain in effect for a period of 36 months.

Weekly work  schedule  will be posted;  kindly  check this  schedule  daily.  No
unauthorized  persons  such as  relatives  or friends are allowed in shipping or
production areas without permission first given by the foreman.

Disciplinary  action shall be taken within five (5) days of  infraction,  unless
more time is  needed  for  investigation  or unless  management's  awareness  of
incident occurs past this five (5) day limit.



<PAGE>




                             Schedule "A"

                        DOUGHTIE'S FOODS, INC.

                MEDICAL AND DENTAL INSURANCE RATES - 1997


Your premium paid through weekly payroll deduction:


COVERAGE TYPE               MEDICAL               DENTAL               BOTH

EMPLOYEE                    $  8.25              $  3.65              $ 11.90
EMPLOYEE/SPOUSE             $ 16.00              $  5.60              $ 21.60
EMPLOYEE/CHILD              $ 16.00              $  6.50              $ 22.50
FAMILY                      $ 16.50              $ 10.15              $ 26.65