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                                                                   Exhibit 10.28

                          CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT between Fresh Foods, Inc., a North Carolina corporation
(the "Company"), and Norbert E. Woodhams (the "Employee") is dated as of June
9, 1998 (the "Effective Date").

                                  WITNESSETH:

         WHEREAS, the Employee is a key employee of the Company, serving in an
executive capacity at the Company, having acquired an intimate knowledge of the
business and affairs of the Company's restaurants and having clearly
demonstrated the ability to perform valuable services for the Company; and

         WHEREAS, the Company considers it to be in the best interests of its
shareholders to encourage the continued employment of key employees of the
Company in that the continuity of management is essential to protecting and
enhancing the best interests of the Company and its shareholders; and

         WHEREAS, the Company believes that the possibility of the occurrence
of a Change in Control of the Company (as defined below) may result in the
termination of the Employee's employment by the Company or in the distraction
of the Employee from the performance of his duties to the Company, in either
case to the detriment of the Company and its shareholders; and

         WHEREAS, the Company recognizes that the Employee could suffer adverse
financial and professional consequences if a Change in Control of the Company
were to occur; and

         WHEREAS, the Company wishes to enter into this Agreement to protect
the Employee in the event that a Change in Control of the Company were to
occur, thereby encouraging the Employee to remain with the Company and not be
distracted from the performance of his duties to the Company;

         NOW, THEREFORE, the parties agree as follows:

         Section 1. Construction; Definitions. (a) In the event of the
enactment of any successor provision to any statute or rule cited in this
Agreement, references in this Agreement to such statute or rule shall be to
such successor provision. The headings of Sections of this Agreement shall not
control the meaning or interpretation of this Agreement. References in this
Agreement to any Section are to the corresponding Section of this Agreement
unless the context otherwise indicates.

         (b)      As used in this Agreement, the following terms shall have the
meanings indicated:

                  (i)      "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Exchange Act, as in effect on the date hereof.

                  (ii)     "Acquiring Person" shall mean any Person who or
         which, together with all Affiliates and Associates of such Person,
         shall be the Beneficial Owner of securities of the Company
         constituting a Substantial Block, but shall not include (A) the
         Company, any Subsidiary of the Company, any employee benefit plan of
         the Company or of any Subsidiary of the Company or
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         any Person organized, appointed or established by the Company or such
         Subsidiary as a fiduciary pursuant to the terms of any such employee
         benefit plan, (B) any Person consisting of or including any or all of
         Messrs. James C. Richardson, Jr., David R. Clark, James M. Templeton,
         and L. Dent Miller, but only if and so long as such Person consists of
         or includes at least one full-time employee of the Company, and (C)
         any Person who or which, together with all Affiliates and Associates
         of such Person, becomes the Beneficial Owner of a Substantial Block
         solely as a result of a change in the aggregate number of shares of
         Voting Stock or other voting securities of the Company outstanding
         since the last date on which such Person acquired Beneficial Ownership
         of any securities of the Company included in such Substantial Block.

                  (iii)    "After-Tax Payments" means payments to or for the
         benefit of the Employee under this Agreement after reduction for any
         and all federal, state and local income tax and excise tax liabilities
         of the Employee resulting therefrom.

                  (iv)     "Agreement" means this Change of Control Agreement as
         it may be amended from time to time in accordance with Section 10.

                  (v)      A Person shall be deemed the "Beneficial Owner" of
         and shall be deemed to "beneficially own" any securities:

                           (A)      that such Person or any of such Person's
                  Affiliates or Associates, directly or indirectly, has (1) the
                  right or obligation to acquire (whether such right or
                  obligation is exercisable or effective immediately or
                  otherwise) pursuant to any agreement, arrangement or
                  understanding (whether or not in writing) or upon the
                  exercise of conversion rights, exchange rights, rights,
                  warrants or options, or otherwise or (2) the right to vote or
                  dispose of or has "beneficial ownership" of (as determined
                  pursuant to Rule 13d-3 of the General Rules and Regulations
                  under the Exchange Act), including pursuant to any agreement,
                  arrangement or understanding (whether or not in writing);
                  provided, however, that a Person shall not be deemed the
                  "Beneficial Owner" of or to "beneficially own" any security
                  under this clause (2) if the agreement, arrangement or
                  understanding to vote such security (x) arises solely from a
                  revocable proxy given in response to a public proxy or
                  consent solicitation made pursuant to, and in accordance
                  with, the applicable provisions of the General Rules and
                  Regulations of the Exchange Act and (y) is not also then
                  reportable by such Person on Schedule 13D under the Exchange
                  Act (or any comparable or successor report); or

                           (B)      that are beneficially owned, directly or
                  indirectly, by any other Person (or any Affiliate or
                  Associate thereof) with which such Person or any of such
                  Person's Affiliates or Associates has any agreement,
                  arrangement or understanding (whether or not in writing), for
                  the purpose of acquiring, holding, voting (except pursuant to
                  a revocable proxy as described in clause (2) of subparagraph
                  (A) of this paragraph (v)) or disposing of any voting
                  securities of the Company.

         No part of this definition shall cause a Person ordinarily engaged in
         business as an underwriter of securities to be the "Beneficial Owner"
         of or to "beneficially own" any securities acquired in a bona fide
         firm commitment underwriting pursuant to an underwriting agreement
         with the Company until the expiration of forty days after the date of
         such acquisition.


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                  (vi)     "Benefit Plans" means all of the Company's employee
         benefit plans, including life insurance and medical, dental, health,
         accident and disability plans, in which the Employee was a participant
         on the Change in Control Date.

                  (vii)    "Board of Directors" means the entire Board of
         Directors of the Company.

                  (viii)   A "Business Combination" shall occur when

                           (A)      any Person (other than a Subsidiary of the
                  Company) combines or consolidates with, or merges with and
                  into, the Company, and the Company shall be the continuing or
                  surviving corporation of such combination, consolidation or
                  merger and, in connection with such combination,
                  consolidation or merger, all or part of the shares of Voting
                  Stock shall be changed into or exchanged for other securities
                  of any Person or cash or any other property;

                           (B)      the Company combines or consolidates with,
                  or merges with and into, any other Person (other than a
                  Subsidiary of the Company), and the Company shall not be the
                  continuing or surviving corporation of such combination,
                  consolidation or merger; or

                           (C)      the Company sells or otherwise transfers (or
                  one or more of its Subsidiaries sells or otherwise
                  transfers), in one or more transactions, assets, cash flow or
                  earning power aggregating more than 50 percent of the assets,
                  cash flow or earning power of the Company and its
                  Subsidiaries (taken as a whole and calculated on the basis of
                  the Company's most recent regularly prepared financial
                  statements) to any other Person or Persons (other than the
                  Company or any Subsidiary of the Company).

                  (ix)     A "Change in Control of the Company" shall have
         occurred if, after the Effective Date,

                           (A)      individuals who, as of the date hereof,
                  constitute the Board of Directors (the "Incumbent Board")
                  cease for any reason to constitute at least a majority of the
                  Board of Directors; provided, however, that any individual
                  becoming a director subsequent to the date hereof whose
                  election or nomination for election by the Company's
                  shareholders was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board shall be
                  considered a member of the Incumbent Board;

                           (B)      any Person, alone or together with its
                  Affiliates and Associates, at any time after the Effective
                  Date, shall become an Acquiring Person;

                           (C)      a Business Combination shall be consummated,
                  unless, immediately following such Business Combination, (1)
                  all or substantially all the Persons who were the beneficial
                  owners of the Voting Stock immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 50 percent of the shares of Voting Stock and the
                  combined voting power of the voting securities of the
                  outstanding voting securities entitled to vote generally in
                  the election of directors of


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                  the corporation resulting from such Business Combination in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination, of the Voting
                  Stock, (2) no Person (excluding any corporation resulting
                  from such Business Combination or any employee benefit plan
                  of the Company or any corporation resulting from such
                  Business Combination) beneficially owns, directly or
                  indirectly, 15 percent or more of the Voting Stock of the
                  corporation resulting from such Business Combination or the
                  combined voting power of the voting securities then
                  outstanding of such corporation, and (3) at least one-half of
                  the members of the board of directors after such Business
                  Combination were members of the Incumbent Board at the time
                  of the approval of such Business Combination; or

                           (D)      the Company is liquidated or dissolved.

                  (x)      "Change in Control Date" means the date of occurrence
         of a Change in Control of the Company.

                  (xi)     "Company" has the meaning assigned to such term in
         the recitals to this Agreement and shall include any Person with or
         into which such Person shall have been merged or consolidated or to
         which such Person shall have transferred all or substantially all of
         its assets.

                  (xii)    "Exchange Act" means the Securities Exchange Act of
         1934, as amended.

                  (xiii)   "Expiration Date" means the end of the ten-year
         period beginning on the Effective Date.

                  (xiv)    "Person" means any individual, corporation,
         partnership, joint venture, association, joint-stock company, limited
         partnership, limited liability company, trust, unincorporated
         organization, government or agency or political subdivision of any
         government. When the context of this Agreement so indicates, such term
         also has the meaning assigned to it in Section 13(d) of the Exchange
         Act.

                  (xv)     "Relevant Period" means the life of the Employee and,
         following the death of the Employee, throughout the life of the
         Employee's spouse, if any.

                  (xvi)    "Subsidiary" means any corporation or other legal
         entity of which a majority of the voting power of the voting equity
         securities or voting interest is owned, directly or indirectly, by
         such Person, or which is otherwise controlled by such Person.

                  (xvii)   "Shares" means shares of capital stock of the
         Company.

                  (xviii)  "Substantial Block" shall mean a number of shares of
         the Voting Stock equal to or in excess of 15% of the number of shares
         of the Voting Stock then outstanding.

                  (xix)    "Voting Stock" means Shares the holders of which are
         entitled to vote for the election of directors of the Company, but
         excluding Shares entitled to vote only upon the occurrence of a
         contingency unless that contingency shall have occurred.

         Section 2. Term. If a Change in Control of the Company shall occur
before the expiration of the term of this Agreement, then, whether or not the
Employee's employment by the Company shall at any


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time be terminated, the Employee shall be entitled to receive the benefits
provided for in this Agreement. The term of this Agreement shall begin on the
Effective Date and, unless extended pursuant to the third sentence of this
Section or terminated pursuant to the fourth sentence of this Section, shall
expire at the Expiration Date. If the Company shall not have given written
notice to the Employee at least 45 days before the Expiration Date that the
term of this Agreement will expire on the Expiration Date, then the term of
this Agreement shall be extended automatically for successive one-year periods
(the first such period to begin on the day immediately following the Expiration
Date) unless and until the Company shall give written notice to the Employee at
least 45 days before the end of any one-year period for which the term of this
Agreement shall have been extended that such term will expire at the end of
such one-year period, whereupon the term of this Agreement shall expire at the
end of such one-year period. This Agreement shall in any event expire upon the
termination by the Employee or the Company of the Employee's employment by the
Company, unless there has been a Change in Control of the Company.

         Section 3. Benefits Payable Upon Change in Control. If a Change in
Control of the Company shall occur before the expiration of the term of this
Agreement, then the Employee shall be entitled to the following benefits:

                  (i)      The Company shall pay to the Employee, as a lump sum,
         an amount equal to the sum of:

                           (A)      three times the amount of the Employee's
                  annual base salary as in effect on the Change in Control
                  Date, plus

                           (B)      three times the amount of the largest annual
                  cash bonus paid or payable by the Company to the Employee for
                  services rendered during any one of the three most recent
                  fiscal years of the Company, regardless of when such bonus
                  may have been paid or payable, plus

                           (C)      the amount, if positive, equal to the
                  aggregate spread between the exercise prices of all
                  outstanding unexercised options to purchase Shares and other
                  rights whose value derives from the value of Shares
                  (including, without limitation, "cash-only" stock
                  appreciation rights), which options or rights had been issued
                  by the Company and are held by the Employee on the Change in
                  Control Date, whether or not enough time had elapsed from the
                  date of grant of such options or rights so as to make them
                  fully exercisable or vested on the Change in Control Date,
                  and the higher of

                                    (1)      the closing price of the Shares as
                           reported on the NASDAQ National Market System on the
                           Change in Control Date, or

                                    (2)      the highest price per Share
                           actually paid in connection with the Change in
                           Control of the Company, plus

                           (D)      an additional amount equal to the aggregate
                  of any and all federal, state and local income tax and excise
                  tax liabilities of the Employee resulting from the payments
                  due pursuant to clauses (A), (B), (C) and (D) hereof;
                  provided, however, that, if the total of all After-Tax
                  Payments would be increased by the limitation or elimination
                  of any payment under this Section 3, then amounts payable
                  under this Section 3 shall be reduced to the extent, and only
                  to the extent, necessary to maximize the After-Tax Payments.
                  The determination as to whether and to what extent payments
                  under this Section 3 are required to be reduced in accordance
                  with the preceding sentence shall be made at the Company's
                  expense by Deloitte & Touche LLP or such other nationally


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                  recognized certified public accounting firm as the Board of
                  Directors may designate as soon as practicable following a
                  Change in Control of the Company.

                  (ii)     The Company (at its sole expense) shall take the
         following actions:

                           (A)      immediately following the Change in Control
                  Date and throughout the Relevant Period, the Company shall
                  maintain in effect, and not materially reduce the benefits
                  provided by, each of the Benefit Plans; and

                           (B)      the Company shall arrange for uninterrupted
                  participation in each of the Benefit Plans by the Employee
                  (and, following the death of the Employee, by the Employee's
                  spouse, even if such person was not the Employee's spouse or
                  was otherwise ineligible to participate in a Benefit Plan on
                  the Change in Control Date or at any other time), provided
                  that, if such participation in any Benefit Plan is not
                  permitted at any time during the Relevant Period by the terms
                  of such Benefit Plan, then the Company (at its sole expense)
                  shall thereupon provide to the Employee (and, following the
                  death of the Employee, shall provide to the Employee's
                  spouse) substantially the same benefits as were provided to
                  the Employee pursuant to such Benefit Plan on the Change in
                  Control Date.

Each payment required to be made to the Employee pursuant to the foregoing
provisions of this Section 3 shall be made by check drawn on an account of the
Company at a bank located in the United States of America and shall be paid not
more than 10 days after the Change in Control Date. Upon payment in full to the
Employee of all amounts due under subsection (i) of this Section 3, all of the
options and other rights referred to in clause (C) of such subsection as to
which payment has been made shall be automatically cancelled.

         Section 4. Notices. Notices required or permitted to be given by
either party pursuant to this Agreement shall be in writing and shall be deemed
to have been given when delivered personally to the other party or when
deposited with the United States Postal Service as registered mail with postage
prepaid and addressed:

                  (i)      if to the Employee, at the Employee's address last
         shown on the Company's records, and

                  (ii)     if to the Company, at 3437 East Main Street, P.O. Box
         399, Claremont, NC 28610, directed to the attention of the Corporate
         Secretary;

or, in either case, to such other address as the party to whom or to which such
notice is to be given shall have specified by notice given to the other party.

         Section 5. Withholding Taxes. The Company may withhold from all
payments to be paid to the Employee pursuant to this Agreement all taxes that,
by applicable federal, state or local law, the Company is required to so
withhold.

         Section 6. Expenses of Enforcement. Upon demand by the Employee made
to the Company, the Company shall reimburse the Employee for all reasonable
expenses (including legal fees and expenses) incurred by the Employee in
enforcing or seeking to enforce the payment of any amount or other benefit to
which the Employee shall become entitled pursuant to this Agreement.


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         Section 7. Employment by Subsidiary. If, at the Effective Date, the
Employee is an employee of a subsidiary of the Company, then references in this
Agreement to the Employee's employment by the Company shall be understood as
references to the Employee's employment by the subsidiary.

         Section 8. No Obligation to Mitigate. The Employee shall not be
required to mitigate the amount of any payment or other benefit required to be
paid to the Employee pursuant to this Agreement, whether by seeking other
employment or otherwise, nor shall the amount of any such payment or other
benefit be reduced on account of any compensation earned by the Employee as a
result of employment by another Person.

         Section 9. Confidential Information. From the Effective Date until the
expiration of the term of this Agreement, the Employee shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, that shall have been obtained by
the Employee during the Employee's employment by the Company or any of its
affiliated companies and that shall not have become public knowledge (other
than as a result of acts by the Employee in violation of this Section). The
Company, however, shall not withhold or reduce any amount or other benefit
payable to the Employee pursuant to the terms of this Agreement, or otherwise,
on the ground that the Employee has breached or threatened to breach the
foregoing provisions of this Section; the sole remedy of the Company for a
breach or anticipated breach of such provisions shall be injunctive relief.

         Section 10. Amendment and Waiver. This Agreement may be amended or
waived only by a written instrument signed by both parties. No waiver by either
party of any breach of this Agreement shall be considered a waiver of any other
or subsequent breach.

         Section 11. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of North Carolina.

         Section 12. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, all of which shall remain in full force
and effect.

         Section 13. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.

         Section 14. Assignment. This Agreement shall inure to the benefit of
and be enforceable by the Employee's legal representative. The Company shall
not assign any of its obligations under this Agreement, by operation of law or
otherwise, without the express prior written consent of the Employee; any
assignment supposedly effected absent such consent shall be void.


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         IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the Effective Date.

FRESH FOODS, INC.

By: /s/ David R. Clark
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        David R. Clark
        President

THE EMPLOYEE:


/s/  Norbert E. Woodhams     (L.S.)             11/18/98
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Norbert E. Woodhams