EXHIBIT (c)(1)
Security Agreement

This  Security   Agreement  is  made  by  DOUGHTIE'S  FOODS,  INC.,  a  Virginia
corporation (the Owner) for the use and benefit of Crestar Bank (the Bank).

1. Security  Agreement.  In order to induce the Bank from time to time to extend
or continue to extend credit to DOUGHTIE'S FOODS, INC. (the Borrower), the Owner
(which may include the Borrower)  hereby  grants the Bank,  its  successors  and
assigns, a security interest in the collateral and all proceeds, products, rents
and profits  thereof and all revenues  from the right to use the  collateral  as
described below (the Collateral) to secure the payment of all present and future
indebtedness of every kind and description,  however evidenced,  of the Borrower
to the  Bank,  whether  such  indebtedness  is  direct  or  indirect,  fixed  or
contingent, liquidated or unliquidated,  including any extensions, modifications
or renewals  thereof (the  Indebtedness)  and to secure the  performance  by the
Owner of the agreements and warranties contained in this Security Agreement.

2.  Collateral.  As used in this  Security  Agreement,  the  term  "Collateral,"
whether  now  existing  or  hereafter  acquired,  shall mean a blanket  security
interest  in all  accounts  ("Accounts"),  inventory  ("Inventory"),  furniture,
fixtures   and   equipment   ("Equipment"),    general   intangibles   ("General
Intangibles"),instruments,  documents  and  chattel  paper,  including,  without
limitation, all goods represented thereby and all goods that may be reclaimed or
repossessed  from or returned by account  debtors  and all  proceeds,  products,
rents  and  profits  thereof  (as all such  terms  are  defined  in the  Uniform
Commercial Code).

All or a portion  of the  Collateral  will be  attached  as a fixture  to realty
located at 2410 and 2415 Wesley Street and 800-840 Florida  Avenue,  Portsmouth,
Virginia.

The Owner also  grants the Bank a  security  interest  in all rights to which an
owner of the  Collateral is now or may become  entitled by virtue of owning such
Collateral  including,  without  limitation,  interest,  cash  dividends,  stock
dividends and stock rights, all of which shall, when received,  and upon request
by the Bank, be delivered to the Bank with written  authority to sell,  transfer
or rehypothecate the same.

If the Collateral includes all rights, title and interest in an Estate or Trust,
the security  interest shall not apply to any shares of capital stock of Crestar
Financial Corporation or any of its affiliates, or to any units of participation
in the Bank's


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Common  Trust Fund held by the Estate or Trust,  but shall apply to any proceeds
from the sale of such stocks and units or cash dividends thereof.

3. Accounts.  If the Collateral  includes  Accounts:  a) The Owner warrants that
each and every Account, now owned or hereafter acquired, is a bona fide existing
obligation,  valid and enforceable against the account debtor, for goods sold or
leased and delivered or services rendered in the ordinary course of business; it
is subject  to no  dispute,  defense or offset;  the Owner has good title to the
Account  and has full right and power to grant the Bank a security  interest  in
the Collateral;  b) The Owner will immediately notify the Bank of any Account to
which the above  warranties are or become untrue;  c) The Owner will prepare and
deliver to the Bank, at the Bank's request,  a listing and aging of all Accounts
and any further schedules or information that the Bank may require.  d) The Bank
shall  have the  right at any time to notify  account  debtors  of its  security
interest in the Accounts and require  payments to be made  directly to the Bank.
The Owner hereby  appoints the Bank and any officer or employee of the Bank,  as
the Bank may  from  time to time  designate,  as its  attorneys-in-fact  for the
Owner,  to sign and endorse in the name of the Owner, to give notice in the name
of the Owner,  and to perform all other  actions  necessary  or desirable at the
reasonable  discretion of the Bank to effect these  provisions and carry out the
intent  hereof,  all at the cost and  expense  of the  Owner.  The Owner  hereby
ratifies and approves  all acts of such  attorneys-in-fact  and neither the Bank
nor any other such  attorneys-in-fact  will be liable for any acts of commission
or omission nor for any error of judgment or mistake of fact or law.  This power
being coupled with an interest is  irrevocable so long as any Account or General
Intangible  assigned  to the  Bank  remains  unpaid  and  the  Borrower  has any
Indebtedness  to the  Bank.  The  costs  of  such  collection  and  enforcement,
including attorneys' fees and out-of-pocket  expenses,  shall be borne solely by
the Owner  whether  the same are  incurred  by the Bank or the Owner;  e) At the
option of the Bank, all payments on the Accounts  received by the Owner shall be
remitted to the Bank in their  original  form on the day of receipt;  all notes,
checks,  drafts and other  instruments so received shall be duly endorsed to the
order of the Bank. At the Bank's election,  the payments shall be deposited into
a special deposit account ("Special Account") maintained with the Bank. The Bank
may designate with each such deposit the  particular  Account upon which payment
was made.  The Special  Account  shall be held by the Bank as  security  for the
Indebtedness.  Prior to  depositing  payments on the  Accounts  into the Special
Account,  the Owner agrees that it will not commingle  such payments with any of
the Owner's  funds or  property,  but will hold them  separate  and apart and in
trust for the Bank.  The Bank will have the power to  withdraw  from the Special
Account. The Bank may at any time and from time to time, in its sole discretion,
apply any part of the funds in the Special Account to the  Indebtedness  whether
or not the same is due.  Upon full and final  satisfaction  of the  Indebtedness
plus termination of any


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commitment to extend additional funds, the Bank will pay to the Owner any excess
funds,  whether received by the Bank as a deposit in the Special Account or as a
direct  payment on any of the  Indebtedness;  f) If any of the Owner's  Accounts
arise out of contracts  with the United  States or any  department,  agency,  or
instrumentality  thereof,  the Owner will immediately notify the Bank in writing
and execute  any  instruments  and take any steps  required by the Bank in order
that all monies due and to become due under such contracts  shall be assigned to
the Bank and in order that proper  notice be given under the Federal  Assignment
of Claims  Act;  g) The Bank  shall not be  liable  and shall  suffer no loss on
account of loss or  deprivation  of any account due to acts or  omissions of the
Bank unless the Bank's conduct is willful and malicious, and the Bank shall have
no duty to take any action to preserve the Collateral or collect Accounts.

4.  Inventory.  If the  Collateral  includes  Inventory:  a) The Owner agrees to
maintain books and records pertaining to the Inventory in such detail,  form and
scope as the Bank shall require. The Owner shall promptly advise the Bank of any
substantial  changes relating to the type,  quality or quantity of the Inventory
or any event which would have a material effect on the value of the Inventory or
on the security  interest  granted to the Bank.  Upon  reasonable  notice by the
Bank,  the Owner shall  assemble and make readily  available for  inspection and
examination  all of the  Inventory  and all books and records  pertaining to the
Inventory at any time; b) If the Inventory  remains in the possession or control
of any of the Owner's agents or  processors,  the Owner shall notify such agents
or processors of the Bank's security interest,  and upon request,  instruct them
to hold  such  Inventory  for the  Bank's  account  and  subject  to the  Bank's
instructions;  c) The Owner will prepare and deliver to the Bank,  at the Bank's
request,  listing of all Inventory and such information  regarding the Inventory
as the Bank may require.

5. Securities,  Instruments,  Certificates of Deposit, Documents,  Chattel Paper
and General  Intangibles.  If the Collateral includes  securities,  instruments,
certificates of deposit, documents, chattel paper or general intangibles: a) The
Owner represents and warrants, as may be applicable, that (i) The Owner has good
and marketable title to the Collateral.  The Collateral is valid and genuine and
represents a bona fide,  binding,  legal  obligation  of the maker,  issuer,  or
grantor,  and all signatures  are genuine;  (ii) The Collateral is in full force
and effect and is not in default and no  prepayments  have been made;  (iii) The
Collateral is not  represented  by a judgment or any other document not provided
to the Bank; (iv) The Collateral is not subject to any assignment,  claim, lien,
right of setoff or security  interest of any other party;  (v) Unless  otherwise
stated,  the face amount on the  Collateral is the correct  amount  actually and
unconditionally  due or to become due according to the terms of the  Collateral,
and such amount is not disputed or subject to any setoff, credit,  deduction, or
counterclaim;


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(vi) With  respect  to the  security  on the  Collateral,  the lien or  security
interest  represented  thereby is not subject to prior claim,  lien, or security
interest of any other party,  unless otherwise stated herein, or in the document
evidencing such security;  (vii) With respect to the security on the Collateral,
it has been  properly  perfected  by the filing or  recording  of all  necessary
financing  statements,  deeds of trust or other documents and the payment of all
recording,  transfer  and other  taxes and fees made in the  appropriate  public
offices. b) At any time, and from time to time, whether before or after default,
without notice,  and at the expense of the Owner, the Bank in its name or in the
name of its nominee or of the Owner,  may,  but shall not be  obligated  to: (i)
Notify the obligors on any  Collateral to make payment to the Bank of any or all
dividends,  interest, principal payments and other sums now or hereafter payable
upon or on account of the Collateral,  may collect the same by legal proceedings
or  otherwise,  and may perform any contract or endorse in the name of the Owner
any checks,  drafts, notes,  instruments or other documents which constitute the
collateral;  (ii) Enter into any extension,  reorganization,  deposit, merger or
consolidation agreement or any agreement in any way relating to or affecting the
Collateral and in connection  therewith may deposit or surrender  control of the
Collateral,  accept  other  property in exchange for the  Collateral  and do and
perform  such acts and things as it may deem  proper,  and any money or property
received  in  exchange  for  the   Collateral  may  be  either  applied  to  any
Indebtedness  or may be held by the  Bank  pursuant  to the  provisions  of this
Security  Agreement;  (iii) Make any compromise or settlement it deems desirable
or proper with reference to the  Collateral;  (iv) Insure,  process and preserve
the  Collateral;  (v) Cause the  Collateral to be transferred to its name or the
name of its nominee;  (vi) Exercise as to the Collateral all the rights,  powers
and remedies of an owner.

6. Representations and Warranties. The Owner represents and warrants to the Bank
as follows:  a) The Owner is and will  continue to be the absolute  owner of the
Collateral and that there are no other liens or security interests affecting the
Collateral other than the security  interest granted in this Security  Agreement
except those  previously  disclosed to the Bank in writing by the Owner;  if the
Owner is acting in the  capacity  of  trustee,  administrator  or executor of an
estate,  such fact shall be disclosed and evidence of capacity shall be provided
to the Bank;  b) The Owner will  defend the  Collateral  against  the claims and
demands of all parties. The Owner will not, without prior written consent of the
Bank,  grant any security  interest in the Collateral and will keep it free from
any lien, encumbrance or security interest; c) The Owner represents and warrants
that the Collateral  never has been, and never will be so long as this Agreement
remains  a  lien  on the  Collateral,  used  for  the  generation,  collection,,
manufacture,  storage, treatment, disposal, release or threatened release of any
hazardous substance, as those terms are defined in


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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.  The Owner 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").  The
Owner agrees to indemnify and hold the Bank harmless against any and all claims,
losses and expenses  resulting from a breach of this provision of this Agreement
and the Owner  will pay or  reimburse  the Bank for all costs and  expenses  for
expert  opinions or  investigations  required or requested by the Bank which, in
the  Bank's  sole  discretion,  are  necessary  to ensure  compliance  with this
provision of this  Agreement.  This  obligation  to indemnify  shall survive the
payment  of the  indebtedness  and the  satisfaction  of the  Agreement;  d) The
Collateral  is and will be used or bought for use  primarily  for the  following
purpose:  business; e) The Owner warrants and represents that all Collateral has
been  produced  in  compliance  with  the  Fair  Labor  Standards  Act or  other
applicable  wage and  employee  law,  rule,  regulation  or  order,  and that no
existing  or future  liability  shall occur as a result  thereof.  The Owner may
contest,  in good faith, the applicability of any such law, rule,  regulation or
order,  including prosecuting any appeals, so long as the Bank's interest in the
Collateral,  in the  opinion of the Bank,  is not  jeopardized  thereby;  f) The
Owner, if an individual, is above the age of majority and has the legal capacity
to enter into this Security  Agreement;  g) If an  individual,  the Owner's home
address is ____________________________; h) The Owner, if a corporation, is duly
organized and existing under the laws of Virginia; is duly qualified and in good
standing as a foreign corporation in every jurisdiction where such qualification
is necessary; the execution and performance of this Security Agreement have been
duly  authorized  by  action  of  its  Board  of  Directors,  no  action  of its
shareholders  being  necessary;  the execution and  performance of this Security
Agreement  will not violate or contravene any provisions of law or regulation or
its  Articles  of  Incorporation,   Shareholder  Agreement,   By-Laws  or  other
agreements  to which it is a party or by which it is bound;  and that no consent
or approval of any  governmental  agency or  authority  is required in making or
performing the  obligations  under this Security  Agreement;  i) The Owner, if a
partnership,  is duly  qualified  and in good  standing  to do business in every
jurisdiction   where  such   qualification  is  necessary;   the  execution  and
performance  of  this  Security  Agreement  have  been  duly  authorized  by its
partners,  no further  actions of its partners is  necessary;  the execution and
performance  of this  Security  Agreement  will not  violate or  contravene  any
provisions of law or regulation or its Partnership Agreement or other agreements
to which it is a party or by which it is bound;  and that no consent or approval
of any governmental  agency or authority is required in making or performing the
obligations under this Security Agreement; j) If a corporation,


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partnership or  proprietorship,  the location of the Owner's  principal place of
business in Virginia (Jurisdiction) is Portsmouth (City) and it does __ does not
__ have a place of business in another city or county in that jurisdiction (list
other jurisdiction if  applicable):____________________;  k) The Collateral will
be located at the locations  specified on the Schedule  attached hereto;  l) The
Owner will maintain the Collateral in the above locations.  The Collateral shall
not be moved from the above  locations  without the prior written consent of the
Bank.  The Owner  must  notify the Bank in writing at least 30 days prior to any
change of its name, corporate structure or identity;  m) The Owner maintains its
books of account and records only at 2410 Wesley Street,  Portsmouth,  Virginia;
n) All information  supplied and statements made to the Bank in any financial or
credit statement or application are true, correct,  complete,  valid and genuine
in all material respects.

7.  Covenants.
a) The Owner shall maintain  complete and accurate books of account and records,
and its principal books of account and records, including all records concerning
Accounts  and contract  rights,  shall be kept and  maintained  at the place (s)
specified  above.  The Owner  shall not move such books of account  and  records
without  giving the Bank at least 30 days prior written notice and executing and
delivering to the Bank financing  statements  satisfactory  to the Bank prior to
any such move. All  accounting  records and financial  reports  furnished to the
Bank shall be maintained  and prepared in  accordance  with  generally  accepted
accounting  principles  consistently applied. It is specifically agreed that the
bank shall have and the Owner hereby  grants to the Bank a security  interest in
all books of account  and  records of the Owner and shall have access to them at
any time for inspection, verification, examination and audit; b) The Owner shall
furnish to the Bank such financial and business  information and reports in form
and content  satisfactory to the Bank as and when the Bank may from time to time
require; c) The Owner, if a corporation,  shall maintain its corporate existence
in good standing and shall not consolidate or merge with or acquire the stock of
any other  corporation  without the prior  written  consent of the Bank.  If the
Owner is a corporation,  the Owner shall, at the request of the Bank, qualify as
a foreign  corporation  and obtain all  requisite  licenses  and permits in each
jurisdiction  where the Owner does  business.  The Owner  shall not  discontinue
business,  liquidate,  sell, transfer, assign or otherwise dispose of any of its
assets, except with the prior written permission of the Bank, provided, however,
that it may sell in the ordinary course of business and for a full consideration
in money or money's  worth,  any  product,  merchandise  or service  produced or
marketed by it. The Bank's security interest shall attach to all proceeds of all
sales or dispositions of the Collateral;  d) The Owner shall maintain all of the
Collateral  in good  condition  and  repair.  The Bank  shall  have the right to
inspect the Collateral at any reasonable time and shall have the right to obtain
such appraisals, reappraisals, appraisal updates or environmental inspections as
the Bank, in


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its sole discretion, may deem necessary from time to time. e) The Owner shall at
all  times  keep  insurable  Collateral  insured  against  any  and  all  risks,
including, without limitation, fire, and such other insurance as may be required
by the Bank from time to time; and in such amounts as may be satisfactory to the
Bank.  The Bank  shall be named as Loss  Payee on any such  insurance  policies.
Insurance  may be  purchased  from an insurer of the Owner's  choice,  except as
otherwise  required  by law.  The  Owner  shall  pay and  discharge  all  taxes,
assessments  and  charges  of every  kind  prior to the date  when  such  taxes,
assessments  or  charges  shall  become  delinquent  and  provide  proof of such
payments to the Bank, upon request.  However, nothing contained in this Security
Agreement shall require the Owner to pay any such taxes, assessments and charges
so long as it shall  contest its  validity in good faith and shall post any bond
or security  required by the Bank against the  payment.  Upon the failure of the
Owner to pay such required amounts,  the Bank, at its option, and at the Owner's
expense,  may obtain such  insurance or pay such taxes,  assessments  or charges
with the costs or premiums  becoming part of the  Indebtedness  at the option of
the Bank, such amounts may be payable on demand.  Any insurance  obtained by the
Bank,  at its option,  may be single or dual  interest,  protecting  its rights,
rights of the Owner or joint rights.  Any insurance obtained by the Bank, at its
option,  may be single or dual interest,  protecting  its rights,  rights of the
Owner or joint rights.  Any insurance  obtained by the Bank may provide,  at its
option,  that such  insurance  will pay the lesser of the unpaid  balance of the
indebtedness  or the repair or replacement  value of the  Collateral.  The Owner
authorizes the Bank to give effect to any of these options  without prior notice
to Owner or further consent from owner.  No matter which  insurance  coverage or
repayment options the Bank chooses,  the collateral will secure payment of these
amounts.  The Bank may use the proceeds of any insurance obtained by Owner or by
the Bank to repair or replace the collateral or, if the Bank elects to do so, to
repay  part  of all  of the  indebtedness,  and  the  Borrowers  will  still  be
responsible  to repay any remaining  unpaid balance of the  indebtedness.  Owner
assigns to the Bank all amounts payable under the insurance,  including unearned
premiums,  directing the insurer to make payment to the Bank, and Owner appoints
us  attorney-in=fact to endorse any draft. f) The Owner will not pledge or grant
any security  interest in any of the  Collateral  to anyone  except the Bank, or
permit any lien or encumbrance to attach to any of the  Collateral,  or any levy
to be made on the  Collateral,  or any  financing  statement  (except  financing
statements  in favor of the Bank) to be on file  against the  collateral;  g)The
Owner  agrees  that it will not permit any  return of  merchandise,  the sale of
which gave rise to any of the Accounts,  except in the usual and regular  course
of business.

8. Default.  In addition to any right which the Bank may have to demand  payment
of the Indebtedness under any other agreement, upon the occurrence of any of the
following events of default,  the Bank, at its option, may declare any or all of
the Indebtedness immediately due and payable and may exercise any and


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all of the rights and  remedies of default of a secured  party under the Uniform
Commercial Code and other applicable law and all rights provided herein,  all of
which  rights and  remedies  shall,  to the full  extent  permitted  by law,  be
cumulative.  The occurrence of an Event of Default as defined in the Amended and
Restated  Credit  Agreement of even date  herewith  between the Borrower and the
Bank.  The Bank may  require the Owner to assemble  the  Collateral  and make it
available  to the  Bank  at a  place  to be  designated  by the  Bank  which  is
reasonably convenient to the Bank and the Owner. The Bank may take possession of
the Collateral  without a court order. The Owner shall pay to the Bank on demand
all legal  expenses  and  reasonable  attorneys'  fees if the Bank  refers  this
Security  Agreement to an attorney  who is not a salaried  employee of the Bank,
appraisal fees and all expenses  incurred or paid by the Bank, in protecting and
enforcing  the rights of the Bank under this Security  Agreement,  including the
Bank's right to take possession of the Collateral and its proceeds, and to hold,
prepare for sale, sell and dispose of the Collateral. Any required notice by the
Bank of sale or  other  disposition  on  default,  when  placed  in the mail and
addressed  to or left upon the premises of the Owner,  at the address  specified
next to the Owner's  signature  below or such other  address of the Owner as may
from time to time be shown on the  Bank's  records,  at least ten days  prior to
such action shall constitute reasonable notice to the Owner.

9. Term.  This  security  Agreement  shall be a continuing  agreement  and shall
remain  in full  force  and  effect  irrespective  of any  interruptions  in the
business relations of the Borrower with the Bank and shall apply to any ultimate
balance which shall remain due by the Borrower to the Bank;  provided,  however,
that the Owner may be written  notice  terminate  this Security  Agreement  with
respect to all  Indebtedness  of the  Borrower  incurred  or  contracted  by the
Borrower  or  acquired  by the  Bank  after  the date on which  such  notice  is
personally  delivered  to or mailed  via  registered  mail and  accepted  by the
Borrower's lending officer.

10.  Execution by More than One Party. The term "Owner" as used in this Security
Agreement  shall, if this instrument is signed by more than one Party,  mean the
"Owner and each of them" and each shall be jointly and  severally  obligated and
liable.  If any Party shall be a partnership,  the agreements and obligations on
the part of the Owner shall  remain in force and  applicable  regardless  of any
changes in the individuals  composing the partnership and the term "Owner" shall
include any altered or successive partnerships and the predecessor  partnerships
and their partners shall not be released from any obligation or liability.

11.  Waivers by the Owner.  The Owner hereby  waives (1) notice of acceptance of
this Security  Agreement and of any extensions or renewals of credit by the Bank
to the Borrower; (2) presentment and demand for payment of the Indebtedness; (3)
protest  and notice of  dishonor  or default to the Owner or to any other  party
with respect to the Indebtedness; (4) all other notices to which


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the Owner might  otherwise be entitled;  and (5) if for business  purposes,  the
benefit  of the  Homestead  Exemption.  The Owner  further  waives  any right to
require that any action be brought  against the Borrower or any other party,  to
require  that  resort be had to any  security  or to any  balance of any deposit
account or credit on the books of the Bank in favor of the Borrower or any other
party.  The Owner further  agrees that it shall not be  subrogated  and will not
enforce  on its part or  behalf  any  right of  action  which  the Bank may have
against  the  borrower  until every  Indebtedness  secured  under this  Security
Agreement is paid in full.

12.  No Obligations to Extend Credit.  This contract shall not be
construed to impose any obligation on the Bank to extend or
continue to extend any credit at any time.

13. Indemnity.  The Owner agrees to indemnify and hold harmless the Bank and its
subsidiaries,  affiliates, successors, parents, and assigns and their respective
agents,  directors,  employees,  and  officers  from  and  against  any  and all
complaints,   claims,  defenses,  demands,  actions,  bills,  causes  of  action
(including,  without limitation, costs and attorneys' fees), and losses of every
nature and kind  whatsoever,  which may be raised or sustained by any directors,
officers,  employees,   shareholders,   creditors,  regulators,   successors  in
interest,  or  receivers  of the  Borrower  or any third party as a result of or
arising out of, directly or indirectly,  the Bank extending  credit as evidenced
by the  Indebtedness to the Borrower,  and taking the Collateral as security for
the  Indebtedness,  and the Owner  further  agrees to be liable  for any and all
judgments which may be recovered in any such action, claim, proceeding, suit, or
bill,  including any  compromise or settlement  thereof,  and defray any and all
expenses,  including, without limitation, costs and attorneys' fees, that may be
incurred in or by reason of such actions, claims, proceedings, suits, or bills.

14.  Financing  Statements.  The Owner will deliver such  instruments of further
assignment  or  assurance as the Bank may from time to time request to carry out
the intent of this Security Agreement,  and will join with the Bank in executing
financing  statements and other  documents in form  satisfactory to the Bank and
pay the cost of filing the same,  including all recordation,  transfer and other
taxes and fees,  continuation  statements and any other  documents in any public
office  deemed   advisable  by  the  Bank.  The  Owner  agrees  that  a  carbon,
photographic  or other  reproduction  of a financing  statement or this Security
Agreement shall be sufficient as a financing statement.

15.  Successor In Interest.  This Security  Agreement  shall be binding upon the
Owner,  its successors and assigns,  and the benefits  hereof shall inure to the
Bank, its successors and assigns.




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16.  Waiver by the Bank.  The Bank may waive any  default or remedy any  default
without waiving the default  remedied or any other prior or subsequent  default.
The Bank's  failure to exercise any right or take any action under this Security
Agreement shall not constitute a waiver of that or any other right or action.

17. Waiver of Jury Trial.  To the extent legally  permissible,  the Owner waives
all right to trial by jury in any litigation relating to transactions under this
Security Agreement, whether sounding in contract, tort or otherwise.

18.  Governing  Law. The laws of the  jurisdiction  in which the Bank is located
shall govern the  construction  of this  Security  Agreement  and the rights and
duties of the Owner and Parties.

The undersigned have executed or caused this Security  Agreement to be executed,
under seal, as of this 14th day of June, 1996.


                                           DOUGHTIE'S FOODS, INC.,
                                           a Virginia corporation
                                           2410 Wesley Street
                                           Portsmouth, Virginia  23707

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



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