EXHIBIT 2 (a)(1)


                        ARTICLES OF MERGER
                             merging
              DUTTERER'S OF MANCHESTER CORPORATION
                    (a Maryland corporation)
                               and
                     TWB GOURMET FOODS, INC.
                    (a Virginia corporation)

         1. The Plan and Agreement of Merger (the "Plan") is attached  hereto as
Exhibit A. The Board of  Directors of each  corporation  which is a party to the
merger adopted the Plan and recommended its approval to its shareholders.

         2.    Subsequent to its adoption by each party's Board
of Directors:

               a.    The Plan was adopted by the unanimous
written consent of the shareholders of Dutterer's of Manchester
Corporation, a Maryland corporation.

               b.    The Plan was adopted by the unanimous
written consent of the shareholders of TWB Gourmet Foods, Inc., a
Virginia corporation.

         3.    The surviving corporation is TWB Gourmet Foods,
Inc., a Virginia corporation.

         DATED:        August 23, 1996
                       ---------------


                        DUTTERER'S OF MANCHESTER CORPORATION
                        By: /s/ Vernon W. Mules
                            ---------------------
                         Its: President
                             --------------------

                        TWB GOURMET FOODS, INC.

                         By: /s/ Chris L. St. James
                            ---------------------
                         Its: President
                             --------------------



                         PLAN OF MERGER


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                            Merging
   DUTTERER'S OF MANCHESTER CORPORATION, a Maryland Corporation
                             Into
          TWB GOURMET FOODS, INC., a Virginia Corporation

          1. Parties to the Merger; Effective Date. Pursuant to the provision of
the  Virginia  Stock  Corporation  Act,  Dutterer's  of  Manchester  Corporation
("Dutterer's"),  a Maryland  corporation shall be merged into TWB Gourmet Foods,
Inc. ("TWB"), a Virginia corporation. TWB will be the surviving corporation. The
merger (the "Merger") shall become effective on the date (the "Effective  Date")
that the State Corporation Commission of Virginia issues a certificate of merger
(the "Certificate of Merger").

          2. Capitalization of Merging  Corporations.  a. The authorized capital
stock of  Dutterer's  is  100,000  shares of common  stock  ("Dutterer's  Common
Stock"),  par value  $1.00,  25,000  of which  shares  are  validly  issued  and
outstanding,  fully  paid  and  non-assessable  and all of  which  are  owned by
Doughtie's Foods, Inc., a Virginia corporation ("Doughties").

          b. The  authorized  capital  stock of TWB is 23,500  shares of Class A
common stock and 1500 shares of Class B Common Stock,  with no par value ("TWB's
Common  Stock"),  of which  3,500  shares of the Class A Common  Stock and 1,500
shares of the Class B Common  Stock are validly  issued and  outstanding,  fully
paid and non-assessable.

          3.  Effect of the  Merger.  From and after the  Effective  Date i. TWB
shall  continue  its  corporate  existence  as a  Virginia  corporation  and the
separate  existence of Dutterer's shall cease; ii. the Articles of Incorporation
and  Bylaws of TWB in  effect  immediately  prior to the  Effective  Date  shall
continue  to be its  Articles  of  Incorporation  and  Bylaws  until  amended or
repealed in a manner provided by law; iii. each of the officers and directors of
TWB in office  immediately prior to the Effective Date shall remain its officers
and directors,  if they have not resigned as of the Effective Date,  until their
respective  successors are duly elected or appointed;  iv. the former holders of
the shares of TWB's  Common  Stock and  Dutterer's  Common  Stock  shall only be
entitled  to the  rights  provided  in this Plan of  Merger;  and,  v. TWB shall
succeed to all of Dutterer's assets and liabilities.

          4.  Conversion  of  Securities;   Fractional  Shares.  Each  share  of
Dutterer's  Common  Stock  issued  and  outstanding  immediately  prior  to  the
Effective  Date, as a result of the Merger and without any action on the part of
the holder  thereof,  shall be cancelled  and  converted  into 4/5 of a share of
Class A Common Stock in TWB.

          5. Exchange of Shares. a. Immediately prior to the Effective Date, TWB
will make available to McGuire, Woods, Battle


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& Boothe,  LLP (the  "Exchange  Agent"),  for exchange  pursuant to this Plan of
Merger,  certificates  representing  the number of shares of TWB's  Common Stock
which the  holders of shares of  Dutterer's  Common  Stock will be  entitled  to
receive as a result of the Merger.

          b. As soon as practicable  after the Effective Date the Exchange Agent
shall mail to each holder of record of Dutterer's Common Stock immediately prior
to the Effective Date a letter of transmittal  which shall contain  instructions
for  exchanging  shares of  Dutterer's  Common  Stock for shares of TWB's Common
Stock.  The letter of  transmittal  shall specify that title to any  certificate
which  formerly  represented  a share  or  shares  of  Dutterer's  Common  Stock
("Dutterer Stock Certificate") being submitted for exchange shall pass only upon
delivery  of such  certificate  to,  and  receipt  of such  certificate  by, the
Exchange  Agent.  Upon  receipt  by  the  Exchange  Agent  of a  Dutterer  Stock
Certificate,  together with a duly executed letter of transmittal,  the Dutterer
Stock Certificate shall be cancelled and the Exchange Agent shall deliver to the
former holder of such Dutterer Stock Certificate a certificate  representing the
number of shares of TWB Common Stock to which such  shareholder is entitled as a
result of the Merger.

          c.  Dutterer  and  TWB  are  empowered  to  adopt  further  rules  and
regulations,  not  inconsistent  with the  provisions  of this  Plan of  Merger,
regarding the  surrender  and exchange of the shares of Dutterer's  Common Stock
outstanding   immediately  prior  to  the  Effective  Date  including,   without
limitation,  rules and  regulations  for the exchange of shares  issued  without
certificates.

          6.  Transfer of Shares.  a. If any shares of TWB's Common Stock are to
be  issued  in a name  other  than that in which  the  Dutterer's  Common  Stock
surrendered in exchange therefor was registered,  it shall be a condition of the
issuance that the  certificate  or  certificates  representing  such  Dutterer's
Common Stock be in proper form for transfer,  and that the person requesting the
exchange shall i. pay to the Exchange Agent any transfer or other taxes required
by reason of the  issuance of shares of TWB's  Common Stock in a name other than
that of the registered  holder of the Dutterer's Common Stock surrendered or ii.
establish to the  satisfaction of the Exchange Agent that such tax has been paid
or that no such tax is payable.

          b. After the  Effective  Date there shall be no transfers on the stock
transfer  books of Dutterer of the shares of Dutterer's  Common Stock which were
issued and outstanding immediately prior to the Effective Date.

          7. Post Merger Matters. After the Effective Date the former holders of
shares of Dutterer's  Common Stock shall not be entitled to receive dividends or
other distributions or to vote or to exercise any rights as shareholders of TWB,
unless the


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shareholder  owned TWB shares prior to the Effective  Date until their shares of
Dutterer's  Common Stock are surrendered  for exchange  pursuant to this Plan of
Merger,  but,  upon  surrender of their shares of Dutterer's  Common Stock,  all
dividends  and other  distributions  not paid to them because of this  provision
shall be paid, without interest.  All dividends or other distributions  declared
after the Effective Date with respect to TWB's Common Stock,  and payable to the
holders of record thereof after the Effective Date,  which are payable to former
holders  of  Dutterer's  Common  Stock who have not  surrendered  such stock for
exchange  pursuant to this Plan of Merger,  shall be paid or delivered by TWB to
the Exchange Agent, in trust for the benefit of such holders.

          8.  Termination of Duties of Exchange  Agent.  All amounts held by the
Exchange  Agent for the  payment  of  dividends  or other  distributions  to the
holders of unexchanged  shares of Dutterer's Common Stock at the end of one year
from the Effective Date shall be delivered to TWB by the Exchange  Agent,  after
which time any former holders of Dutterer's  Common Stock who have not exchanged
their shares shall,  subject to  applicable  law, look only to TWB, as a general
creditor, for payment of such dividends or distributions, without interest.

          9. Termination of Merger.  The Boards of Directors of TWB and Dutterer
may  terminate  and abandon the Merger at any time prior to the  issuance of the
Certificate  of  Merger,  subject to any  contractual  rights,  without  further
shareholder  action,  in such  manner as shall be agreed  upon by such Boards of
Directors.


                                  TWB GOURMET FOODS, INC.

                                   By: /s/ Chris L. St. James
                                      --------------------
                                   Its: President
                                       -------------------

                                  DUTTERER'S OF MANCHESTER CORPORATION


                                   By: /s/ Vernon W. Mules
                                      ---------------------
                                   Its: President
                                       --------------------