Indemnity Deed Of Trust

 Indemnity Deed Of Trust

       This Indemnity Deed of Trust is made and entered into this
12th day of June, 1996, by and among DUTTERER'S OF MANCHESTER
CORPORATION, a Maryland corporation (herein "Grantor"); DAVID A.
DURHAM (a resident of Virginia Beach, Virginia) and DAVID
SINGLETON (a resident of Virginia Beach, Virginia) (either of
whom may act and who are referred to herein as "Trustee"); and
CRESTAR BANK (herein "Lender").

                                 RECITALS

       The Lender has made loans to Doughtie's Foods, Inc., a
Virginia corporation (herein "Debtor"), in the aggregate
principal sum of Nine Million Two Hundred and Fifty Thousand and
no/100 Dollars ($9,250,000.00), as evidenced by the Note, as
defined below.

       The Grantor has guaranteed the "Secured Indebtedness" (as
defined below) and has agreed to secure the Secured Indebtedness
of the Debtor, including the Note, by conveying, in trust, the
hereinafter described property of the Grantor to the Trustee;
provided, however, that the total outstanding principal amount of
the Secured Indebtedness secured hereby shall not exceed
$1,200,000.00.

       THE OBLIGATIONS OF THE GRANTOR HEREUNDER REPRESENT A
FUTURE CONTINGENT LIABILITY AND NOT A PRESENT LIABILITY.

       For and in consideration of the indebtedness herein
recited and the trust herein created, Grantor hereby grants,
bargains, mortgages, assigns, sells and conveys unto Trustee, in
trust with power of sale and with general warranty of title, all
of Grantor's present and future right title and interest in and
to certain real estate located in the State of Maryland, and more
particularly described on Exhibit A, together with all easements
and appurtenances thereto, all of the rights of Grantor in and to
the streets, alleys, and rights-of-way appurtenant to and
adjoining or adjacent to the land hereinabove described; and
together with any and all right, title and interest of Grantor in
and to the improvements which shall include any and all buildings
and structures now or at any time hereafter erected, constructed
or situated upon the premises or any part thereof, together with
all fixtures, machinery, apparatus, fittings and equipment now or
hereafter located in or upon the premises and now owned or which
may hereafter be owned by Grantor, in and upon said land and
premises, or which may hereafter be placed thereon, including but
not limited to, any equity which may be acquired by Grantor in
such property as a result of the making of instalment payments on
account of the purchase thereof, including but not limited to
elevators, escalators, boilers, engines, heating, ventilating and
air conditioning systems, sprinkler or fire extinguishing
systems, plumbing, partitions, wiring, storm doors and windows,
wire screens, awnings, carpeting, drapes, window shades,
switchboards, communications apparatus, floor tiling, linoleum,
attached cabinets, wall panels and decorations attached to walls
and ceilings, gas and electrical fixtures, chattels, attached
appliances, and material used and to be used in the buildings and
structures.  Reference in this Deed of Trust to "Property" shall
be deemed to include, in addition to the described land,
improvements now or hereafter located thereon and rights
appurtenant thereto, all the equipment, furnishings, fixtures,
goods and chattels, above-mentioned and conveyed, all of which
are deemed part and parcel of the real estate and appropriated to
the use of the real estate and, whether affixed or not shall for
the purposes of this Deed of Trust be deemed conclusively to be
real estate and conveyed hereby, together with the proceeds of
all the foregoing.

       TO HAVE AND TO HOLD the Property to the Trustee, and the
Trustee's successors and assigns in fee simple forever.

       In Trust (a) to secure the prompt payment of Secured
Indebtedness (as hereinafter defined), payable to Lender, and (b)
to secure performance and observance of the terms and conditions
of this Deed of Trust, any Note (as hereinafter defined) or any
Agreement (as hereinafter defined); provided, however, that if
all of the Secured Indebtedness is paid and all of the terms and
conditions under this Deed of Trust, the Note, any Agreement are
performed, completed and satisfied, then all interests of the
Trustee in the Property shall cease and be void and the Trustee
shall release and reconvey the Property to the Grantor and
terminate this Deed of Trust at the sole cost and expense of the
Grantor.  

       Lender has extended credit, or may in the future extend
credit to the Debtor.  The term "Secured Indebtedness" as used
herein shall mean all indebtedness of Debtor to Lender, whether
now existing or hereinafter arising, direct or indirect, fixed or
contingent, due or to become due, joint or several, for whatever
purpose whether or not related to the Note or Agreement,
irrespective of how such indebtedness is evidenced, whether by
notes, bonds, letters of credit, advances, overdrafts, accounting
entries or otherwise, or by the endorsement or guaranty by Debtor
of the obligations of another; provided, however, that the
aggregate outstanding amount of the Secured Indebtedness shall
not at any one time exceed the total outstanding principal amount
stated above, plus interest thereon (at the rate or rates set
forth in the Note or Agreement or other evidences of such
indebtedness), fees due with respect to any such indebtedness,
and, to the extent permitted by applicable law, all costs of
collection with respect thereto, including without limitation,
any costs and expenses incurred by Trustee or Lender in
connection with the enforcement of this Deed of Trust or as
otherwise provided herein.  Secured Indebtedness shall include,
but not limited to, the principal of, interest on and all other
amounts due under or in connection with a note from Debtor to
Lender dated June 14, 1996, in the amount of $1,750,000, and a
note from Debtor to Lender dated June 14, 1996, in the amount of
$7,500,000.  

       As used herein the term "Note" shall mean each note from
Debtor to Lender and specifically referred to above and any and
all other notes or obligations executed and delivered by Debtor
to Lender, whether joint or several or joint and several to repay
the Secured Indebtedness or any part thereof and any renewals,
amendments, extensions, modifications or replacements thereof. 
The term "Agreement" used herein shall mean any and each
agreement between Debtor and Lender specifically referred to
above and any and all other agreements of whatever nature
executed and delivered by Debtor to Lender in connection with any
Note or the Secured Indebtedness or any part thereof.

       It is understood and agreed that the Secured Indebtedness
will be advanced from time to time by Lender in accordance with
the provisions of any Note or any Agreement, each of which is
incorporated herein and made a part hereof by reference to the
same extent as if fully set forth herein, and it is further
understood and agreed that, from time to time repayments on
account of the Secured Indebtedness may be made and Lender may
thereafter make additional advances including re-advances of sums
previously repaid, as provided in any Note or any Agreement, it
being understood and agreed that each and every advance made at
the present or hereafter to Debtor on behalf of Debtor or Grantor
shall be deemed to be an advance made on account of the Secured
Indebtedness and secured hereby unless otherwise specifically
provided in the Note, Agreement or other documents evidencing
such advance.

       Grantor represents, warrants, covenants and agrees as
follows:

A.         Payment and Performance.  Grantor shall perform its
obligations under and comply with the provisions of this Deed of
Trust and any Note and any Agreement to which it is a party.      
                                                                  
 B.         Warranty of Title; Payment of Taxes and Assessments;
Prior Deeds of Trust or Mortgages.  Grantor is lawfully seized of
the Property in fee simple absolute or the leasehold estate if
this Deed of Trust is on a leasehold and has the right to convey
the same.  The Trustee hereunder shall quietly enjoy the
property.  At the time of recordation, this Deed of Trust shall
be a first priority lien and encumbrance on the Property. 
Grantor will execute such further assurances as Trustee or Lender
deems necessary or desirable in order to more fully vest title in
Trustee.  So long as any part of the Secured Indebtedness shall
be unpaid, Grantor will protect the title and possession of the
Property and will pay when the same become due all taxes and
assessments now existing or hereafter levied or assessed upon the
Property or the interest therein created by this Deed of Trust,
or which by the laws of the jurisdiction where the Property is
located may be levied or assessed against Trustee or its
successors, or Lender, for or on account of the Secured
Indebtedness upon this Deed of Trust or the interest in the
Property thereby created, together with all sums now or hereafter
owing on any senior deeds of trust or mortgages.  Grantor will
provide Lender with evidence of any such payments which from time
to time may be required by Lender.  Grantor will, at its expense,
take such other action and execute such other instruments as may
be necessary or desirable in the sole discretion of Lender to
preserve and protect the lien and priority of this Deed of Trust
and all other instruments evidencing or securing payment of the
sums secured hereby.                                              
                            C.         Preservation and
Maintenance of Property; Environmental Requirements.  No building
or other improvement shall be substantially altered, removed a
demolished, except for changes which enhance its value, nor shall
any fixtures or attached appliances on, in or about said
buildings or improvements be severed, removed, sold or mortgaged
without the prior written consent of Lender (provided, however,
that minor non-structural changes costing not more than $10,000
may be undertaken without such consent, and that replacement of
such appliances or fixtures of equivalent value and function may
be undertaken without such consent).  Grantor will not commit or
suffer any waste, nor permit or suffer any impairment or
deterioration of the Property, or any part thereof.  Grantor will
at all times keep and maintain the Property and every part
thereof in good condition, fit and proper for the respective
purposes for which they were originally erected or installed. 
Grantor will comply in all material respects with all statutes,
orders, requirements or degrees relating to the Property, whether
under federal, state, county or municipal authority, and will
observe and comply in all material respects with all conditions
and requirements necessary to preserve and extend any and all
rights, licenses, permits (including, but not limited to, zoning
variances, special exceptions and nonconforming uses),
privileges, franchises and concessions which are applicable to
the Property or which have been granted to or contracted for by
Grantor in connection with any existing or presently contemplated
use of Property.  Grantor will permit Lender or its agents to
enter upon and inspect the Property at all reasonable times.  Grantor
represents and
warrants that the Property never has been, and never will be so
long as this Deed of Trust remains in effect, used for the
generation, collection, manufacture, storage, treatment,
disposal, release or threatened release of any hazardous
substance, as those terms are defined in 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 any of the foregoing. 
Grantor 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").  Grantor agrees to indemnify and hold Lender
harmless against any and all claims and losses and expenses
resulting from a breach of this paragraph and Grantor will pay or
reimburse Lender for all costs and expenses for expert opinions,
inspections or investigations required or requested by Lender
which, in Lender's sole discretion, are necessary to ensure
compliance with this paragraph.  This obligation to indemnify
shall survive the payment of the Secured Indebtedness and the
release of this Deed of Trust.                                    
                                      D.         Insurance. 
Grantor will keep the Property and the improvements thereon
insured against loss by fire, casualty and other hazard
(including flood damage, if the improvements are located in a
special flood hazard area) as may from time to time be required
by Lender for the benefit of Lender.  If permitted by applicable
law, Grantor will maintain such public liability and indemnity
insurance as may from time to time be required by Lender.  To the
extent permitted by applicable law, all such insurance shall be
written in forms, amounts and by companies satisfactory to Lender
and losses thereunder shall be payable to Lender pursuant to a
standard noncontributing mortgagee's clause.  Certificates or
other proof of insurance shall be delivered to Lender and Grantor
shall provide Lender with such evidence of payment of premiums
due on account of such insurance as from time to time may be
required by Lender.  All such policies shall provide for at least
thirty (30) days' prior written notice to Lender of any
cancellation or modification thereof, including without
limitation, cancellation for nonpayment of premium.  Grantor
shall give Lender prompt notice of any loss covered by such
insurance and Lender shall have the right to join Grantor in
adjusting any loss.  Grantor hereby authorizes Lender, at
Lender's option to collect, adjust and compromise any losses
under any such insurance policies herein referred to.  Any funds
received as payment for any loss under any such insurance shall
be paid over to Lender and shall be applied, after deducting the
costs of collection, at the option of Lender, either to the
prepayment of the Secured Indebtedness or to the reimbursement of
Grantor for expenses actually incurred by Grantor in the
restoration or replacement of Property, or any part thereof.  In
the event of foreclosure of this Deed of Trust or other transfer
of title to the Property conveyed hereby, all right title and
interest of Grantor, in and to any insurance policies then in
force, shall pass to the  purchaser or grantee, which may be, but
shall not be limited to, Lender.                                  
                                        E.         Lender's Right
to Remedy Defaults.  In the event Grantor shall neglect or refuse
(a) to keep the Property in good repair and condition; (b) to pay
promptly when due all taxes and assessments as aforesaid; (c) to
remove any statutory liens on the Property; (d) to keep the
buildings, improvements and chattels insured as aforesaid; (e) to
deliver certificates or other proof of the policies or policy of
insurance or the renewals thereof to Lender as aforesaid; (f) or
if all amounts owed under any Note, Agreement or other obligation
secured by this Deed of Trust or any other deed of trust or other
lien on the Property are not paid promptly when due or all
obligations, covenants, conditions and agreements under such deed
of trust or other lien are not observed, then Lender may, if it
shall so elect in addition to any other rights it may have under
this Deed of Trust, take possession of the Property, make such
repairs, pay such taxes and assessments with the accrued
penalties and/or interest, pay any necessary expenses, redeem the
Property which may have been sold or forfeited for taxes or
assessments thereon, purchase any tax title thereon, remove any
statutory liens or encumbrances and prosecute or defend any suit
in relation thereto, or insure and keep insured said buildings,
improvements and chattels as provided herein, or make any
payments as may be necessary to cure any default.  Any sums
including, without limitation, costs, expenses and attorneys'
fees which may be expended by Lender or Trustee in so doing or
otherwise for the protection or preservation of the Property
hereby or the lien of this Deed of Trust thereon, shall bear
interest from the dates of such payments at the highest rate of
interest being paid on any Secured Indebtedness (but in no event
higher than the rate or rates permitted under applicable law)
shall be paid by Grantor to Lender upon demand, shall become a
part of the Secured Indebtedness and shall be recoverable as such
in all respects.  Any such liens, claims, taxes, expenses,
assessments or tax titles so purchased, paid or redeemed by
Lender shall, as between the parties hereto and their successors
in interest be deemed valid, so that in no event shall the
necessity or                                 validity of any such
payment be disputed.                                              
                            F.         Default, Acceleration of
Payments; Trustee's Sale or Lease; Advertisement Required.  The
occurrence of an "Event of Default" as defined in the Amended and
Restated Credit Agreement of even date herewith between the
Debtor and the Lender shall constitute an event of default under
this Deed of Trust.  Upon the occurrence of any event of default
regardless of whether Lender shall have cured such event of
default on behalf of Grantor in accordance with the terms of this
Deed of Trust, Lender may elect without notice, to cause all the
Secured Indebtedness to be at once due and payable in full, and
the Trustee, or its successor in trust, as soon as reasonably
practicable after requested to do so by Lender (i) may make any
repairs or replacements to the Property deemed necessary by
Trustee or Lender, and/or elect to institute foreclosure
proceedings, and the Grantor hereby expressly assents to the
passage of a decree for the sale of the Property, and any such
sale of the Property, whether by way of the assent to decree or
power of sale, and whether (in the Trustee's discretion) of the
whole or any part of the Property, shall be made in accordance
with the provisions of Section 7-105, Real Property Article,
Annotated Code of Maryland, as amended, and Rules W70 and W77 of
the Maryland Rules of Procedure, as amended, or other applicable
general or local laws of the State of Maryland or judicial rules
of procedure relating to the foreclosure of deeds of trust, with
the terms of the sale being cash upon settlement of the sale or
such other and additional terms as the Trustee deems necessary,
proper or convenient, except as specifically limited by
applicable law or court rule; or (ii) may lease the Property
either pending sale or until the amount of the Secured
Indebtedness is paid and deduct from rents received all costs of
collection, repair, replacement and administration and apply the
net proceeds to the Secured Indebtedness.  The Trustee is hereby
empowered to bring in its name, or in the name of the Grantor,
any suit or action it deems advisable for the enforcement of the
provisions of this clause, but the Trustee and the Lender shall
be in no way personally liable under any of the provisions of
such lease or of this clause, and shall not be personally liable
to any person by virtue of their possession of the Property or by
virtue of their acting under any provisions of this clause,
except to the extent of accounting for                            
             rents actually received by them.                     
                                                            The
proceeds of any sale of the Property by Trustee shall be applied
by Trustee:  First, to pay all proper costs and charges,
including but not limited to court costs, advertising expenses,
auctioneers' allowances, the expenses, if any, required to
correct any irregularity in the title, premium for Trustee's
bond, auditors' fees, attorneys' fees, cost of repairs or
replacements, and all other expenses of sale incurred in and
about the protection and execution of this Deed of Trust and all
moneys advanced for taxes, assessments, insurance, and with
interest thereon at the highest rate of interest being paid on
any Secured Indebtedness (but in no event higher than the rate or
rates permitted under applicable law), and all taxes and
assessments due upon said land and premises at time of sale, and
to retain as compensation a trustee's commission of five percent
(5%) on the amount of said sale or sales unless a larger
percentage or amount is agreed upon in writing by Lender, but in
no event more than the commission allowed to the for making sales
of property by virtue of a decree of a court of equity in the
State of Maryland, and attorneys' fees and expenses of any
litigation which may arise on account of the execution and
enforcement of this Deed of Trust or any Note or Agreement;
Second, to pay and satisfy all Secured Indebtedness, interest and
all other charges hereby secured then remaining unpaid, and
interest thereon to date of payment, whether the same shall be
due or not, it being understood and agreed by Grantor that the
amounts due under any Note or Agreement shall, upon such sale
being made before the maturity thereof, be and become immediately
due and payable at the election of Lender, and Third, to pay the
remainder of said proceeds, if any, to Grantor, its heirs,
personal representatives, successors or assigns or any other
person lawfully entitled thereto upon the delivery and surrender
to the purchaser, his, her or their heirs and assigns, of
possession of the Property and premises, less costs and expenses
of obtaining possession.  If after so applying such proceeds, any
portion of the Secured Indebtedness shall remain unpaid, such
balances shall continue to be due and payable, and shall be
subject to collection by Lender by suit or otherwise.  In the
event the Secured Indebtedness shall be paid after the filing of
a foreclosure proceeding with the appropriate court, but before
sale of the Property, the Grantor shall also be required to pay
all of the expenses of any advertisement or notice, all court
costs, and all other expenses incident to or resulting from the
foreclosure proceedings under this Deed of Trust and a commission
on the total amount of the Secured Indebtedness owed at such
time, both principal and interest, remaining unpaid, equal to
one-half (1/2) of the percentage allowed as commission to
trustees making a sale under a decree of a court of equity in
Maryland and a counsel fee of Five Thousand Dollars ($5,000.00),
but if legal services are rendered to the Trustee or the Lender
in connection with any contested matter with respect to the
foreclosure proceeding, the status or priority of the lien and
security interest of this Deed of Trust or otherwise, then such
reasonable and necessary counsel fees and expenses as the Trustee
or the Lender may have incurred, even if greater than the
aforementioned amount; provided, however, that the sale may be
proceeded with unless, prior to the date on which the sale is
scheduled, payment is made by the Grantor of the Secured
Indebtedness then due (including payment of all costs, expenses,
commissions and fees, as                                          
              provided herein).                                   
                                              Upon any sale made
under or by virtue of this Deed of Trust, whether made under the
power of sale herein granted or under or by virtue of judicial
proceedings or a judgment or decree of foreclosure and sale, the
Lender may bid for and acquire the Property or any part thereof
and, in lieu of paying cash therefor may make settlement for the
purchase price by crediting the Secured Indebtedness against the
net sales price after deducting therefrom the expenses and costs
of the sale and any other sums which the Lender is authorized to
deduct under this Deed of                                         
                          Trust.                                  
                                               In the event of a
sale of the Property under either the power of sale or assent to
decree, such sale may be made, at the option of the Lender
subject to one or more of the tenancies entered into subsequent
to the recording of this Deed of Trust, in accordance with the
provisions of Section 7-105(f)(2), Real Property Article,
Annotated                                             Code of
Maryland, as amended.                                             
                                    The Trustee in any
foreclosure proceedings under the provisions of this Deed of
Trust shall be entitled, without regard to the adequacy or
inadequacy of any security for the Secured Indebtedness, to the
appointment of a receiver to collect the rents and account
therefor as the court may direct and to take possession of the
Property                                                     and
operate the same.                                                 
                                In addition, in the event of
default hereunder, Lender shall have all rights and remedies
permitted by law and by any document evidencing, governing, or
securing the obligations secured hereby.                          
                                                G.        
Substitute Trustee.  Lender has the irrevocable right and power
to substitute without cause or notice a trustee or trustees in
the place of any Trustee named under this Deed of Trust by filing
for record among the land records where this Deed of Trust is
recorded a deed of appointment, and upon the filing of a deed of
appointment all of the title and estate, powers, rights, and
duties of the Trustee or the Trustees thus superseded shall
terminate and shall be vested in the successor trustee or
trustees.  Such power of appointment and substitution may be
exercised at any time hereafter and as many times as Lender, its
successors or assigns, may desire.  The Grantor, the Lender and
the Trustee, their substitutes and successors, expressly waive
notice of the exercise of this power, the giving of bond by any
Trustee, and any requirement for application to any court for
removal, substitution or appointment of a Trustee hereunder.  In
addition, the act of any one (1) Trustee, whether such Trustee is
a sole acting Trustee or whether there is more than one (1)
acting Trustee, shall be sufficient and effective for all
purposes set forth herein and any person may rely upon any
document or instrument executed and delivered by one (1) Trustee
to the same extent as though the document had been executed by
all of the Trustees.  Nothing herein contained shall deprive
Lender of its right to apply for and receive any relief regarding
the Trustee hereunder which is now, or which may hereafter be,
provided for by the internal laws of the jurisdiction where the   
                        Property is located or applicable federal
law.                                                              
            H.         Condemnation.  Grantor hereby irrevocably
grants, assigns, transfers and sets over unto Lender all right,
title and interest of Grantor in and to any award or payment made
(not to exceed the outstanding Secured Indebtedness including,
without limitation, accrued interest, and costs, expenses,
reasonable attorneys' fees, and disbursements incurred by Lender
in connection with collection of such award and payment) in
respect of (a) any taking of the Property or any part thereof as
a result of, or by agreement in anticipation or in lieu of, any
exercise of the power of eminent domain or condemnation; and (b)
any such taking of any appurtenances to the Property; and (c) any
damage to the Property or any part thereof due to governmental
action affecting, but not resulting in a taking of, the Property,
including, by way of example and not by way of limitation, the
changing of the grade of a street adjacent or proximate to the
Property.  Grantor agrees to promptly notify Lender of the
commencement of any condemnation or eminent domain proceeding. 
Grantor further agrees, upon request, to make, execute and
delivery any assignments or other instruments necessary for the
purpose of assigning or transferring any such award or awards to
Lender free and clear of any encumbrances whatsoever.  The excess
amount of such award over and above sums due Lender on account of
the Secured Indebtedness, interest and other charges, shall be
paid                                   to Grantor, its successors
and assigns.                                                      
                    I.         Restrictions on Transfer of
Property; No Secondary Financing; Mechanics' Liens.               
                                                                 
NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR
THE TERMS THEREOF BEING MODIFIED IN THE EVENT                     
              OF SALE OR CONVEYANCE OF THE PROPERTY.              
                                                                  
       (1)       If all or any part of the Property is sold,
transferred, conveyed or encumbered without Lender's prior
written consent, Lender may, at its option, require immediate
payment in full of all sums secured by this Deed of Trust and
exercise all remedies provided in this Deed of Trust in the event
of default.  However, this option shall not be exercised by
Lender if exercise is prohibited by federal law as of the date of
this Deed of Trust.  Lender reserves the absolute option and
right, if permitted by applicable law, among other things, to: 
require the agreement by Grantor and Grantor's transferee to any
terms and conditions that Lender may require upon transfer,
increase the rate of interest upon transfer, and charge an
assumption fee.                                                   
                                     (2)       To the extent
permitted by applicable law, Grantor shall not voluntarily or
otherwise permit to be created or filed against the Property,
without the prior written consent of Lender in each instance, any
other deed of trust or mortgage or other lien or liens inferior
or superior to the lien of this Deed of Trust.                    
                                                                  
 (3)       Grantor will keep and maintain the Property free from
all liens arising by virtue of all persons supplying labor or
materials performed thereon or incorporated therein,
notwithstanding by whom such labor or materials may have been
contracted, and if any liens in respect to any such labor or
materials are filed against the Property, Grantor shall cause the
same to be released completely of record  either by payment and
discharge or by the posting of substitute collateral therefore in
accordance with applicable laws within twenty (20) days of the
filing thereof, and Grantor will make all payments on all liens
permitted herein (if any), when due.                              
                                            J.         Assignment
of Rents.  Grantor hereby assigns unto Lender or its successors,
the rents, issues and profits accrued and to accrue from all
tenants of the Property or any part thereof during the term of
this Deed of Trust, or any extensions thereof, it being
understood that as long as there is no event of default hereunder
Grantor shall have the privilege of collecting and receiving all
rents, issue, and profits (but no more than one (1) month in
advance) accruing under leases or contracts of tenancy for the
Property or any part thereof.  Upon the occurrence of an event of
default, Lender may immediately collect such rents, issues and
profits as they become due and apply the same, less the costs and
expenses of collection thereof, toward the payment of any of the
Secured Indebtedness.  Grantor will not execute any assignment of
the rents issues and profits from the Property or any part
thereof unless such assignment shall provide that it is
subordinate to the assignment of rents set forth in this Deed of
Trust and any other assignments executed pursuant hereto or in
conjunction herewith.                                             
                             K.         Notice of Adverse Claim
of Lien.  If Grantor shall receive any notice or other instrument
which might materially adversely affect the Property or the lien
of this Deed of Trust thereon, Grantor will furnish, within three
(3) days following such receipt, by certified mail, a copy of
such notice or other instrument to Lender.  The notices referred
to herein shall include, but not be limited to, notices from any
tenant or lessee claiming a default by Grantor under any lease or
occupancy agreement; any notice by any public authority
concerning any tax or special assessment; and any notice of any
alleged violation of any building, zoning, fire or other law      
                              or regulation affecting the
Property.                                                         
                 L.         Remedies Cumulative; Forbearance by
Lender/Trustee Not a Waiver.  All remedies available to Lender or
the Trustee with respect to this Deed of Trust or under any
instrument evidencing, governing, or securing the Secured
Indebtedness, including, but not limited to, any other deeds
conveying other property in trust to secure payment of the
obligations secured hereunder, or provided by law or in equity or
by any statute, otherwise, shall be cumulative and may be pursued
concurrently or successively.  Grantor, for itself and all who
claim under it, waives to the extent that it lawfully may, all
right to have the Property marshalled upon any sale or
foreclosure hereunder.  No delay or omission of Trustee or Lender
to exercise any right, power or remedy shall impair any such
right, power or remedy,, or shall be construed to be a waiver of
any default or any acquiescence therein.  No delay or omission on
the part of Lender to exercise any option granted for
acceleration of the maturity of the Secured Indebtedness or for
foreclosure following any default or any other option granted to
Lender hereunder in any one or more instances, or tender to
and/or acceptance by Lender of any partial payment on account of
Grantor's or Debtor's obligations shall constitute a waiver of
any such default or operate to rescind any such acceleration and  
   each such option shall remain continuously in full force and
effect.                                                           
               M.         Covenants Running with the Land.  All
covenants hereof shall run with and be binding on the land and
improvements conveyed hereby until this Deed of Trust shall be
released of record.                                               
                           N.         Hold Harmless.  Grantor
shall save Lender and Trustee harmless from all costs and
expenses, including reasonable attorneys' fees and costs incurred
by reason of any action, suit, proceeding, hearing, motion or
application before any court or administrative body in and to
which Lender and/or Trustee may be or become party by reason of
this Deed of Trust, including but not limited to, condemnation,
bankruptcy, probate and administration proceedings, as well as
any of the foregoing wherein proof of claim is by law required to
be filed or in which it becomes necessary to defend or uphold the
terms or priority of this Deed of Trust, and all money paid or
expended by Lender or Trustee in that regard, shall be
immediately and without notice due and payable by Grantor and
shall become a part of the Secured Indebtedness and shall bear
interest from the date of payment at the highest rate of interest
being charged on any Secured Indebtedness but in no event higher
than the rate or rates permitted by                               
                           applicable law.                        
                                                  O.        
Trustee's Authority.  Trustee or any person acting in its stead
shall have, at its discretion, authority to employ all proper
agents and attorneys in the execution of this Deed of Trust and
pay for such services rendered out of the proceeds of the sale of
the Property conveyed hereby, should any be realized; and if no
sale be made, then Grantor hereby undertakes and agrees to pay to
Trustee the cost of such services rendered.  If from time to time
more than one Trustee or Substitute Trustee shall have been
appointed hereunder, then any one Trustee or Substitute Trustee
may act for all such Trustees and/or Substitute Trustee(s).       
                                                                  
P.         Governing Law.  This Deed of Trust, without regard for
the place of contact, advance of funds or payment, shall be
governed, construed and enforced according to the laws of the
jurisdiction in which the Property                                
                              is located.                         
                                                 Q.        
Severability of Provisions.  In the event any one or more of the
provisions hereof or of any Note or Agreement shall for any
reason be held to be invalid, illegal, or unenforceable, in whole
or in part or in any respect, or in the event any one or more of
the provisions hereof or of any Note or Agreement operate or
would prospectively operate to invalidate this Deed of Trust,
then and in any of those events, at the option of Lender, such
provision or provisions shall be severable and shall not affect
any other provision hereof or of such Note or Agreement or the
validity of Grantor's or Debtor's other obligations and the
remaining provisions hereof or of the Note or Agreement shall
remain operative and in full force and effect and shall in no way
be affected, prejudiced,                                          
          or disturbed thereby.                                   
                                       R.         Waiver of
Notice of Future Advances and Consent to Extensions,
Modifications and Release.  If Grantor (or any one or more of the
parties constituting Grantor) is not the Debtor, then Grantor
expressly (a) waives notice of any and all loans and/or advances
made from time to time during the continuance of this Deed of
Trust by the Lender to Debtor (or any one or more of the parties
constituting Debtor); (b) agrees that modifications of the terms
of any Note or Agreement, including without limitation,
modifications extending the term for payment or adjusting the
interest rate applicable to any Secured Indebtedness, may be made
from time to time between Lender and Debtor without notice to or
consent of Grantor (c) agrees that Lender, without notice to or
further consent of Grantor, may grant extension of time and other
indulgences to and renew any of the obligations of Debtor without
regard to the number and length of such extensions, renewals or
other indulgences.  Grantor further agrees that Lender without
notice to or further consent of Grantor, may release or discharge
any persons who are or may be liable for the payment of any Note
or Agreement or release or discharge any collateral for payment
of the Secured Indebtedness and that any such release or
discharge shall not alter, modify, release or limit the liability
of Grantor (or any one or more of the parties constituting
Grantor) or the validity or the enforceability of this Deed of
Trust, and (d) agrees that Lender may exercise its rights under
this Deed of Trust prior to taking                                
           any action against the Debtor.                         
                                                 S.         Time
is of the Essence.  Time shall be of the essence for each and
every provision of any Note, any Agreement, this Deed of Trust
and all other documents, agreements and contracts evidencing,
securing, or                                 governing the
obligations secured hereby.                                       
                                   T.         References;
Applicability.  All references in the foregoing covenants to
Lender shall apply equally        to any subsequent holder or
assignee of any Note or any Agreement.                            
                                              U.         Titles. 
The paragraph titles contained in this Deed of Trust are for
reference purposes only and     shall not affect the meaning or
interpretation of this Deed of Trust.                             
                                             V.        
Designations.  In any designation hereunder, the use of one
gender shall include any other gender wherever same may be
appropriate, and the plural shall be substituted for the singular
or the singular substituted for the plural in any place herein in
which the context may require such substitution.                  
                                                        W.        
Riders to this Deed of Trust.  If a rider is executed by Grantor
and recorded together with this Deed of Trust, the covenants and
agreements of such rider shall be incorporated into and shall
amend and supplement the covenants and agreements of this Deed of
Trust as if the rider is a part of this Deed of Trust.  [] If
checked,                    a Condominium Rider is attached to
this Deed of Trust.                                               
                                  IN WITNESS WHEREOF, Grantor on
the year and day first written above, has caused this Deed of
Trust to be                                             signed,
sealed and delivered.                                             
                                                                  
                               DUTTERER'S OF MANCHESTER CORPORATION
            
                               By: Mary Beth Balog
                                   ------------------- 
                                   (Signature)
                                   Secretary/Treasurer                  
                                                                  
                                                                  
State of Maryland,            To Wit:
City/County of Baltimore,                                                     
                            I, Susan M. Ruppert, a Notary Public
in and for the aforesaid jurisdiction, do hereby certify that
Mary Beth Balog, who is personally well known to me as the
Secty/Treasurer of Dutterer's of Manchester Corporation, a
Maryland corporation, named in the foregoing Deed of Trust
bearing date as of the 12 day of June, 1996, and hereunto
annexed, personally appeared before me in said jurisdiction, and
as Secty/Treasurer of Dutterer's of Manchester Corporation, a
Maryland corporation, as aforesaid, acknowledged the same to be
the act and deed of said corporation.                             
                                                                
Given under my hand and seal this 12 day of June, 1996.           
My Commission Expires: August 1, 1998              Susan M. Ruppert
                                                   ------------------
                                                   (Signature)
                                                   Notary Public

(Notary Seal)              

                              EXHIBIT A

All that certain land situate in Town of Manchester, County of
Carroll, State of Maryland, and more particularly described as
follows:

PARCEL 1 (ORIGINALLY DESCRIBED IN DEED RECORDED IN LIBER 522, AT
FOLIO 568, AS THE FOURTH PARCEL.):

TRACT ONE (1):

All that lot or parcel of land containing 18 square perches of
land, more or less, being all and the same land secondly
described in an Assignment from George W. Steger and wife, to
Clarence F. Renoll and wife, dated April 27, 1945, and recorded
in Liber E.A.S. No. 186, Folio 325, the reversion in which was
conveyed unto Clarence R. Renoll and wife, by Deed of Harold C.
Frankforter, unmarried, dated April 22, 1953, and recorded among
said land records in Liber E.A.S. No. 219, Folio 240.

TRACT TWO (2):

All that parcel of land containing 2 acres, 1 rood and 7 perches
of land, more or less, being all and the same land thirdly
described in an Assignment from George W. Steger and wife, to
Clarence F. Renoll and wife, dated April 27, 1945, and recorded
in Liber E.A.S. No. 186, Folio 325.

SAVING AND EXCEPTING therefrom, all that piece of the above
parcel conveyed unto John A. Myers and wife, by Clarence F.
Renoll and wife, in a Deed of Exchange, dated May 15, 1947 and
recorded among the said land records in Liber E.A.S. No. 194,
Folio 433, and granting and conveying unto the Grantors therein
said piece of parcel on the north side of the line described
therein, conveyed by the said John A. Myers and wife, to the said
Clarence F. Renoll and wife.

(THE ABOVE TWO PARCELS OF LAND BEING INTENDED TO BE IN THE REAR
OF NOS. 115 AND 117 OF S. MAIN STREET, MANCHESTER.)

PARCEL 2 (ORIGINALLY DESCRIBED IN DEED RECORDED IN LIBER 522, AT
FOLIO 568 AS THE FIFTH PARCEL.):

All that lot or parcel containing 1 acre 1 rood and 14 square
perches of land, more or less, with an outlet along the south 48
half degrees west line to an alley leading to the original Church
Street; and being all and the same land that said granted and
assigned by Harvey H. Nott and wife, to Charles W. Schuckle, by
deed, dated April 22, 1955 and recorded among the land records of
Carroll County in Liber E.A.S. No. 245, folio 66.

PARCEL THREE (ORIGINALLY DESCRIBED IN DEED RECORDED IN LIBER 522,
AT FOLIO 568 AS PARCEL SEVEN.):

All that tract or parcel of land situate near the Town of
Manchester, and according to an unrecorded certificate of survey
made by J.H. Rife, Registered Surveyor, on April 11, 1962, is
more particularly described as follows:

BEGINNING for a corner at a steel pin at the end of line 3 in the
deed from Joseph M. Parks, et al., to Daniel Bowman, dated
January 7, 1882 and recorded among the land records of Carroll
County, Maryland in Liber F.T.S. No. 56, Folio 215, then with
said line reversely, (1) north 52 degrees 49 minutes 40 seconds
east 180.35 feet to a steel pin; then (2) north 39 degrees 43
minutes 10 seconds west 212.06 feet to a steel pin at a stone;
then (3) north 46 degrees 21 minutes 30 seconds east 395.35 feet
to a steel pin at the southwest corner of the portion of the
Daniel Riley parcel now to be conveyed to him; then binding on
the south line of said Daniel Riley parcel and a lot of John L.
Riley (4) south 48 degrees 19 minutes 05 seconds east 189.05 feet
to a steel pin; then binding on the east side of John L. Riley
lot and lands of Hamilton Singer; (5) north 44 degrees 25 minutes
30 seconds east 1000.10 feet to a marble stone corner on the
north side of a gravel and earth road, an extension of Locust
Street; thence binding on lands of the cemetery and Town of
Manchester (6) north 44 degrees 13 minutes 10 seconds east
1482.50 feet to a stone at a steel pin; then by lands of the Town
of Manchester; (7) south 70 degrees 51 minutes 25 seconds east
385.56 feet to a steel pin on the north side of a small stream;
then by lands of Engman the five following courses: (8) south 46
degrees 30 minutes 20 seconds west 1639.48 feet to a steel pin;
then (9) south 46 degrees 02 minutes 45 seconds west 352.64 feet
to a steel pin; then (10) south 24 degrees 43 minutes 05 seconds
west 175.32 feet to a steel pin; then (11) south 60 degrees 18
minutes 15 seconds east 505.16 feet to a steel pin; then (12)
south 30 degrees 32 minutes 05 seconds west 704.60 feet to a
stone at a steel pin at lands of Walter Brilhart; thence binding
on said Brilhart land the two following courses: (13) north 50
degrees 45 minutes 00 seconds west 386.60 feet to a 36 inch oak
tree; then (14) south 22 degrees 45 minutes 55 seconds west
640.79 feet to a steel pin at lands of Oscar Garrett; thence by
said Garrett land the following two courses: (15) north 40
degrees 03 minutes 45 seconds west 587.91 feet to a stone at a
steel pin; thence (16) north 38 degrees 31 minutes 20 seconds
west 276.63 feet to a steel pin, the place of beginning,
containing 38.7655 acres of land, more or less.

TOGETHER WITH a right of way for ingress, egress and regress to
and from said above described tract of land to York Street,
Manchester, Maryland, across the land reserved as a right of way
in a Deed from Martha L. Riley, et al., to Daniel C. Riley and
wife, dated April 28, 1955 and recorded among the land records
aforesaid in Liber E.A.S. No. 245, Folio 274.

PARCEL FOUR (ORIGINALLY DESCRIBED IN DEED RECORDED IN LIBER 522,
FOLIO 570 AS PARCEL EIGHT.):

All that certain piece or parcel of land, lying, situate and
being in the Town of Manchester, Carroll County, Maryland, and
being more particularly described as:

BEGINNING at the seventh, or south 76 degrees west 10.4 roods
line as described in a Deed, dated October 29, 1946 and recorded
among the land records of Carroll County in Liber E.A.S. No. 192,
Folio 443, was granted and conveyed by Harold C. Frankforter to
John A Myers and wife, at a point distant 50.02 feet from the end
thereof, said place of beginning being on the northeast side of
Monroe Street (now laid out 50 feet wide) and running thence (1)
north 67 degrees 54 minutes 21 seconds east binding reversely on
said seventh line 108.73 feet, thence running (2) south 82
degrees 21 minutes 52 seconds east 313.76 feet binding on the
line established in an Agreement between John A. Myers and wife
and Clarence F. Renoll and wife, dated May 15, 1947 and recorded
among the land records aforesaid in Liber E.A.S. No. 194, folio
433, to the end of the first line of the aforesaid Deed from
Frankforter to Myers, thence binding reversely on said first line
(3) south 38 degrees 38 minutes 01 second east 276.18 feet to a
steel pin set at the beginning thereof, thence running (4) south
40 degrees 04 minutes 59 seconds east binding in part reversely
on the fourth line of the second parcel of land in a Deed, dated
July 6, 1935 and recorded among the land records aforesaid in
Liber E.M.M. No. 162, folio 343, was granted and conveyed by Wm.
N. Gettier and wife to C. Robert Brillhart and wife, 184.44 feet,
thence running for a new line of division and in part binding on
the rear lines of Lots Nos. 1 and 2 Block C on the Plat of
Manchester South, an unrecorded plat prepared by J. H. Rife,
Surveyor, dated October 20, 1964, (5) south 66 degrees 27 minutes
10 seconds west 501.50 feet to the northeast side of the above
mentioned Monroe Street, thence binding on the east side of said
Street (6) north 23 degrees 32 minutes 50 seconds west 608.69
feet to the place of beginning, containing 5.3671 acres of land
(neat measure).  The above property is shown on a plat by J. H.
Rife, entitled "Town of Manchester Election District No. 6,
Carroll County, Maryland", recorded in Liber 423, Folio 267.

PARCEL FIVE (DESCRIBED IN DEED RECORDED IN LIBER 1159, FOLIO
855):

All that lot or parcel of land situate, lying and being on the
North side of Beaver Street, situated in the Town of Manchester,
Sixth Election District of Carroll County, State of Maryland, and
more particularly described in an unrecorded certificate of
survey prepared by BPR, Incorporated, dated May 10, 1989, as
follows:

BEGINNING for the same at an iron pin found on the northern
right-of-way line of Beaver Street (60 foot wide right-of-way),
said iron pin found also being at the end of the Second or South
23 degrees 32 minutes 50 seconds East, 153.34 foot line as
described in Lot Two of a conveyance from the Town of Manchester
to Dorothy G. Shaffer by deed dated June 15, 1967, and recorded
among the land records of Carroll County in Liber CCC 423, folio
220; thence leaving the north side of Beaver Street and running
reversely with and binding on the second line in said conveyance
to Dorothy G. Shaffer, as now surveyed by BPR, Incorporated,
bearings herein being referred to Magnetic North, dated April,
1977, (1) North 13 degrees 59 minutes 25 seconds West, 153.32
feet to an iron pin found on the fifth or South 66 degrees 27
minutes 10 seconds West, 501.50 foot line as described in a
conveyance from the Town of Manchester to Dutterer's of
Manchester, Inc., by deed dated June 28, 1967, and recorded among
the land records of Carroll County in Liber CCC 423, folio 263,
at a distance of 200.00 feet measured reversely along said line
from the end thereof; thence leaving the outline as described in
Lot No. Two of said conveyance to Dorothy G. Shaffer and running
reversely with and binding on a part of said fifth line as
described in said conveyance to Dutterer's of Manchester, Inc.,
(2) North 75 degrees 36 minutes 37 seconds East, 50.00 feet to a
rebar now set; thence leaving the outline as described in said
conveyance to Dutterer's of Manchester, Inc. and running for two
new lines of division through the lands as described in a
conveyance from Oscar W. Garrett and Cora E. Garrett, his wife,
and Charles C. Ruby and Hilda D. Ruby, his wife, to the Town of
Manchester by deed dated December 23, 1963, and recorded among
the land records of Carroll County in Liber CCC 368, folio 271,
which the land now being described is a part, (3) South 13
degrees 59 minutes 25 seconds East, 140.67 feet to a rebar now
set on the aforementioned northern right-of-way line of Beaver
Street (60 foot wide right-of-way); thence running with and
binding on the northern right-of-way line of Beaver Street, (4)
by a curve to the right, southwesterly, 51.81 feet, said curve
having a radius of 234.16 feet and a chord bearing and distance
of South 61 degrees 14 minutes 49 seconds West, 51.71 feet to the
place of beginning, containing 7,403.58 square feet or 0.16996
acres of land, more or less.

 

Basic Info X:

Name: Indemnity Deed Of Trust
Type: Deed of Trust
Date: Aug. 12, 1996
Company: DOUGHTIES FOODS INC
State: Virginia

Other info:

Date:

  • 12th day of June , 1996
  • June 14 , 1996
  • this 12 day of June , 1996
  • August 1 , 1998
  • April 22 , 1953
  • April 27 , 1945
  • April 22 , 1955
  • April 11 , 1962
  • January 7 , 1882
  • April 28 , 1955
  • October 29 , 1946
  • May 15 , 1947
  • July 6 , 1935
  • October 20 , 1964
  • May 10 , 1989
  • June 15 , 1967
  • April , 1977
  • June 28 , 1967
  • December 23 , 1963

Organization:

  • Trust This Indemnity Deed of Trust
  • Doughtie 's Foods , Inc.
  • C. Preservation and Maintenance of Property ; Environmental Requirements
  • Comprehensive Environmental Response
  • Maryland Rules of Procedure
  • G. Substitute Trustee
  • K. Notice of Adverse Claim of Lien
  • R. Waiver of Notice of Future Advances
  • County of Carroll , State of Maryland
  • Deed of Exchange
  • Plat of Manchester South
  • Manchester Election District No
  • Sixth Election District of Carroll County , State of Maryland
  • Manchester , Inc.
  • Town of Manchester

Location:

  • Virginia Beach
  • State of Maryland
  • Baltimore
  • Hamilton
  • Town of Manchester
  • Carroll County

Money:

  • $ 9,250,000.00
  • $ 1,200,000.00
  • $ 1,750,000
  • $ 7,500,000
  • $ 10,000
  • $ 5,000.00

Person:

  • DAVID A. DURHAM
  • DAVID SINGLETON
  • Susan M. Ruppert
  • Mary Beth Balog
  • Clarence R. Renoll
  • George W. Steger
  • Harvey H. Nott
  • Charles W. Schuckle
  • Joseph M. Parks
  • Daniel Bowman
  • Daniel Riley
  • John L. Riley
  • Engman
  • Walter Brilhart
  • Oscar Garrett
  • Martha L. Riley
  • Daniel C. Riley
  • Harold C. Frankforter
  • John A Myers
  • John A. Myers
  • Clarence F. Renoll
  • N. Gettier
  • C. Robert Brillhart
  • J. H. Rife
  • Dorothy G. Shaffer
  • Oscar W. Garrett
  • Cora E. Garrett
  • Charles C. Ruby
  • Hilda D. Ruby

Percent:

  • five percent
  • 5 %