FRESH FOODS INC, SC 13D/A, 2000-03-20

FRESH FOODS INC
SC 13D/A, 2000-03-20
BAKERY PRODUCTS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(AMENDMENT NO. 20)

FRESH FOODS, INC., formerly known as WSMP, INC.
(Name of the Issuer)

Common Stock
(Title of Class of Securities)

929330 10 8
(CUSIP Number)

James C. Richardson, Jr.
Fresh Foods, Inc.
361 Second Street, NW
Hickory, NC 28603
(828) 304-2304
(Name, address and Telephone Number of Person
Authorized to Receive Notice and Communications)

February 18, 2000
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.

The total number of shares reported herein is 2,899,926 shares, which
constitutes approximately 49.2% of the total number of shares outstanding. All
ownership percentages set forth herein are based upon 5,848,649 shares of Common
Stock issued and outstanding as of January 1, 2000. When calculating the number
of shares reported herein and the number of shares outstanding, 50,000 shares
issuable pursuant to currently exercisable options belonging to one of the
individual signatories (the "Reporting Persons") are accounted for by
aggregating the optioned shares with the shares that are beneficially owned by
the Reporting Persons and dividing the sum by the number of shares outstanding
plus the number of currently exercisable options belonging to the Reporting
Persons.

[Page 1 of 9]

<PAGE> 2

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 2 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES CLAUDE RICHARDSON, JR.
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 1,345,881 (1)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,274,034 (2)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
918,505 (3)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,701,410 (4)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,619,915
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 3

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 3 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID R. CLARK
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 3,480 (6)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,274,034 (2)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
3,480 (6)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,274,034 (2)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,514
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 4

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 4 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES M. TEMPLETON
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 88,617 (7)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,333,235 (8)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
88,617 (7)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,333,235 (8)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,421,852
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 5

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 5 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GREGORY ALBION EDGELL
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 137,500 (9)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,241,149 (10)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
137,500 (9)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,241,149 (10)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,378,649
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 6

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 6 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HERTH MANAGEMENT, INC. 56-1645597
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER (11)
BENEFICIALLY OWNED BY 1,227,235 (12)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
0
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER (11)
1,227,235 (12)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,227,235
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 7

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 7 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COLUMBIA HILL, LLC 56-2016827
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER (13)
BENEFICIALLY OWNED BY 46,799 (14)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,227,235 (15)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER (13)
46,799 (14)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,227,235 (15)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,034
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 8

- --------------------------- ----------------------------
CUSIP No. 929330 10 8 13D Page 8 of 9 Pages
- --------------------------- ----------------------------

- ------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LARRY D. HEFNER
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY

- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- ------- ------------------------------------------------------------------------
- -------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 10,000 (16)
EACH REPORTING PERSON
WITH
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
1,274,034 (2)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
10,000 (16)
- -------------------------- ----- -----------------------------------------------
- -------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,274,034 (2)
- -------------------------- ----- -----------------------------------------------
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,284,034
- ------- ------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]

<PAGE> 9

----------------------------
Page 9 of 9 Pages
----------------------------

(1) Consists of 1,345,881 shares owned of record (including 1,084 shares
owned through the Company's Employee Stock Purchase Plan as of December
31, 1999).

(2) Consists of (i) 1,227,235 shares owned beneficially through HERTH
Management, Inc. and (ii) 46,799 shares owned beneficially through Columbia
Hill, LLC.

(3) Includes 1,345,881 shares owned of record and excludes 427,376 shares of
record over which the Reporting Person shares dispositive power.

(4) Includes (i) 1,227,235 shares owned beneficially through HERTH Management,
Inc., (ii) 46,799 shares owned beneficially through Columbia Hill, LLC and
(iii) 427,376 shares of record over which the Reporting Person shares
dispositive power.

(5) Calculated by taking the aggregate amount beneficially owned by the
individual reporting person and dividing by the number of shares
outstanding (5,848,649).

(6) Consists of 3,480 shares owned of record (including 2,230 shares owned
through the Company's Employee Stock Purchase Plan as of December 31,
1999).

(7) Consists of (i) 38,617 shares owned of record (including 1,280 shares owned
through the Company's Employee Stock Purchase Plan as of December 31, 1999)
and (ii) 50,000 shares subject to currently exercisable call options.

(8) Consists of (i) 1,227,235 shares owned beneficially through HERTH
Management, Inc. and (ii) 106,000 shares owned beneficially through S&D
Land Company, LLC.

(9) Consists of 137,500 shares owned of record.

(10) Consists of (i) 1,227,235 shares beneficially owned through HERTH
Management, Inc. and (ii) 13,914 shares beneficially owned through Capital
Factors, Inc.

(11) Power is exercised by a majority vote of the shareholders of HERTH
Management, Inc.

(12) Consists of 1,227,235 shares owned of record and does not include other
shares beneficially owned by the shareholders of HERTH Management, Inc.

(13) Power is exercised by a majority vote of the members of Columbia Hill, LLC.

(14) Consists of 46,799 shares owned of record and does not include other shares
beneficially owned by the members of Columbia Hill, LLC.

(15) Consists of 1,227,235 shares beneficially owned through HERTH Management,
Inc.

(16) Consists of 10,000 shares owned of record.

<PAGE> 10

ITEM 1. SECURITY AND ISSUER

Item 1 is amended and restated in its entirety as set forth below:

Pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby amend their Schedule 13D most
recently amended January 18, 2000, relating to the common stock, no par value
(the "Common Stock"), of Fresh Foods, Inc., formerly known as WSMP, Inc. (the
"Company"), and whose principal executive offices are located at 9990 Princeton
Road, Cincinnati, Ohio 45246.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is not amended.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is further amended to add the following paragraphs to the end of Item 3:

As of February 1, 2000, Mr. Richardson entered into a stock purchase
agreement with Ulyssess Grisette providing for the purchase of 15,108 shares of
Common Stock by Mr. Richardson at a price of $8.00 per share. The agreement
provides for the payment of $60,432 in cash and the delivery by Mr. Richardson
of a three-year promissory note bearing interest at 8% annum for the remaining
$60,432.

As of February 9, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with C. Kenneth Wilcox providing for the purchase of 43,341 shares of
Common Stock by Mr. Richardson at a price of $8.00 per share. The Stock Purchase
Agreement provides for the payment of $173,364 in cash and the delivery by Mr.
Richardson of a three-year promissory note bearing interest at 8% per annum for
the remaining $173,364.

As of February 9, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with Gary Abernethy providing for the purchase of 31,533 shares of
Common Stock by Mr. Richardson at a price of $8.00 per share. The Stock Purchase
Agreement provides for the payment of $126,132 in cash and the delivery by Mr.
Richardson of a three-year promissory note bearing interest at 8% annum for the
remaining $126,132.

As of February 11, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with John H. Elmore, Jr. providing for the purchase of 10,731 shares
of Common Stock by Mr. Richardson at a price of $8.00 per share. The Stock
Purchase Agreement provides for the payment of $42,924 in cash and the delivery
by Mr. Richardson of a three-year promissory note bearing interest at 8% annum
for the remaining $42,924.

ITEM 4. PURPOSE OF THE TRANSACTION

Item 4 is not amended.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of Schedule 13D is amended and restated in its entirety as set forth
below:

(a) As of the close of business on February 18, 2000, the Reporting
Persons, as a group, beneficially owned, as that term is defined in Rule 13d-3
under the Act, 2,899,926 shares of Common Stock, constituting 49.2% of the
outstanding shares. This amount includes the shares Mr. Richardson purchased
from Messrs. Grisette, Wilcox, Abernethy and Elmore. See Item 6. The total
number of shares of Common Stock outstanding was 5,848,649.

<PAGE> 11

As of the close of business on February 18, 2000, the Reporting Persons
beneficially owned, as that term is defined in Rule 13d-3 under the Act, the
following shares of Common Stock:

<TABLE>
<CAPTION>
Percentage of
Name of Reporting Person Number of Shares Held Outstanding Shares (1)
- ---------------------------------------- ------------------------- --------------------------
<S> <C> <C>
James C. Richardson, Jr. 2,619,915 44.8%
David R. Clark 1,277,514 21.8
James M. Templeton 1,421,852 24.1
Gregory A. Edgell 1,378,649 23.6
HERTH Management, Inc. 1,227,235 21.0
Columbia Hill, LLC 1,274,034 21.8
Larry D. Hefner 1,284,034 22.0
</TABLE>

(1) Calculated by taking the aggregate amount beneficially owned by the
Reporting Person and dividing by the sum of the number of shares
outstanding (5,848,649), plus the number of presently exercisable call
options belonging to the Reporting Person.

Of the shares beneficially owned by the Reporting Persons, the
following shares of Common Stock are held pursuant to currently exercisable
options under the Company's 1997 Special Stock Option Plan.

Currently Options Not
Name of Reporting Person Exercisable Options Currently Exercisable
- ----------------------------------------- --------------------------- -----------------------------
<S> <C> <C>
David R. Clark -- --
James C. Richardson, Jr. -- --
James M. Templeton 50,000 --
Gregory A. Edgell -- --
Larry D. Hefner -- --
</TABLE>

On February 18, 2000, Messrs. Clark, Richardson and Edgell cancelled
all options to purchase Common Stock that had been issued and were then
outstanding to them, including options not yet exercisable as well as options
exercisable as of the date of cancellation. On February 18, 2000, Mr. Templeton
cancelled 15,000 of the 65,000 options to purchase Common Stock that had been
issued and were then outstanding to Mr. Templeton, including options not yet
exercisable as well as options exercisable as of the date of cancellation. No
value was, nor will be, received by any of the Reporting Persons in connection
with the cancellation of their options.
<PAGE> 12

(b) The ownership of each non-individual Reporting Person is as
follows:

REPORTING PERSON PERCENT OWNERSHIP SHARES OF STOCK
---------------- ----------------- --------------
HERTH 1,227,235
Columbia 45% 552,256
Richardson 22 269,992
Edgell 22 269,992
Templeton 11 134,996
-------------------- -----------------
100% 1,227,235

COLUMBIA 46,799
Clark 45% 21,060
Richardson 40 18,720
Hefner 15 7,020
-------------------- -----------------
100% 46,799

The direct and indirect Common Stock ownership of each Reporting
Person, and the power to vote and dispose of the Common Stock, is as follows:

<TABLE>
<CAPTION>
Shares Held Shares Held
Shares Held Indirectly through Indirectly through
Name Directly (1) HERTH (4) Columbia (5) Total Shares
- -------------------- --------------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
HERTH 1,227,235 -- -- 1,227,235
- -------------------- --------------- ---------------------- ---------------------- -----------------
Columbia 46,799 552,256 -- 599,055
- -------------------- --------------- ---------------------- ---------------------- -----------------
Richardson 1,345,881 (2) 269,992 239,622
1,855,495
- -------------------- --------------- ---------------------- ---------------------- -----------------
Clark 3,480 -- 269,575
273,055
- -------------------- --------------- ---------------------- ---------------------- -----------------
Templeton 38,617 134,996 --
50,000 (3) 250,113 (6)
- -------------------- --------------- ---------------------- ---------------------- -----------------
Hefner 10,000 -- 89,858 99,858
- -------------------- --------------- ---------------------- ---------------------- -----------------
Edgell 137,500 269,992 --
421,406 (7)
- -------------------- --------------- ---------------------- ---------------------- -----------------
Total 2,899,926 (8) 1,227,236 599,055
- -------------------- --------------- ---------------------- ---------------------- -----------------
</TABLE>

(1) Each Reporting Person has the sole power to vote and dispose
of the shares, unless otherwise indicated.

(2) The Reporting Person has sole voting power over 1,345,881
shares of record. The Reporting Person has sole dispositive
power over 918,505 shares of record and joint dispositive
power over 427,376 shares of record.

(3) Represents shares that the Reporting Person has the option to
acquire pursuant to currently exercisable stock options
granted under the Company's 1997 Special Stock Option Plan.

(4) Voting or disposition of HERTH's shares may be done only by
the consent of the holders of a majority of its outstanding
shares. Beneficial ownership of other than a pro-rata interest
in the shares has been disclaimed by each of the shareholders
of HERTH.

(5) Voting or disposition of Columbia's shares may be done only by
the consent of the holders of a majority of its membership
interest. Beneficial ownership of other than a pro-rata
interest in the shares has been disclaimed by each of the
members of Columbia.

<PAGE> 13
(6) Mr. Templeton may be deemed the beneficial owner of 26,500
shares through his 25% ownership of S&D Land Company, LLC,
which owns 106,000 shares of the Company.

(7) Mr. Edgell may be deemed the beneficial owner of 13,914 shares
through his 100% ownership of Capital Factors, Inc., which
owns 13,914 shares of the Company.

(8) Total includes the 26,500 shares owned by Mr. Templeton
through S&D Land Company, LLC and the 13,914 shares owned by
Mr. Edgell through Capital Factors, Inc.

(c) See Item 6 as it relates to the Stock Purchase Agreements between
Mr. Richardson and Ulyssess Grisette, C. Kenneth Wilcox, Gary Abernethy
and John H. Elmore, Jr., respectively.

From January 4, 2000 to February 10, 2000, Mr. Templeton
purchased 2100 shares of Common Stock in five market transactions at a
price of $4.31 per share.

From January 7, 2000 to February 3, 2000, S&D Land Company,
LLC purchased 75,000 shares of Common Stock in 57 market transactions,
at prices ranging from $4.50 to $4.938 per share. Mr. Templeton holds a
25% interest in S&D Land Company, LLC.

On January 20, 2000, Capital Factors, Inc. purchased 4,000
shares of Common Stock in a private transaction for $7.50 per share. On
January 26, 2000, Capital Factors, Inc. purchased 9,914 shares of
Common Stock in a private transaction for $9.50 per share. Mr. Edgell
holds a 100% interest in Capital Factors, Inc.

On February 17, 2000, Mr. Edgell purchased 5,000 shares of
Common Stock in a private transaction for $7.50 per share.

(d) Under the Pledge Agreement dated January 31, 2000 between Mr.
Richardson and Mr. Grisette, all dividends and other amounts received
by Mr. Richardson as a result of his record ownership of the 7,554
pledged shares shall be applied by him to the payment of the principal
and interest on the promissory note to Mr. Grisette.

Under the Pledge Agreement dated January 31, 2000 between Mr.
Richardson and Mr. Connor, Mr. Connor has the right to receive or the
power to direct proceeds from the sale of the 422,011 pledged shares.

Under the Stock Purchase Agreement dated February 11, 2000
between Mr. Richardson and Mr. Elmore, Mr. Elmore has the right to
receive or the power to direct proceeds from the sale of 5,365 of the
purchased shares.

(e) Not applicable.

Pursuant to Rule 13d-4 of the Exchange Act Rules, the Reporting Persons
expressly declare that the filing of this statement shall not be construed as an
admission that the Reporting Persons are, for the purposes of Section 13(d) of
the Act, the beneficial owner(s) of any securities covered by this statement.

<PAGE> 14

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

Item 6 is amended to add the following at the end of Item 6:

As of December 22, 1999, Mr. Richardson entered into a Stock Purchase
Agreement with Charles F. Connor, Jr. whereby he agreed to purchase all shares
of Common Stock beneficially owned by Mr. Connor at a price of $8.25 per share
on or before January 31, 2000. A copy of the Stock Purchase Agreement was
included as Exhibit 99.3 to Amendment No. 18 to the Schedule 13D of Mr.
Richardson filed with the Commission on January 4, 2000 and, pursuant to Rule
12b-32 under the Act, is incorporated herein by this reference thereto.

As of January 31, 2000, Mr. Richardson, Mr. Connor, Mr. Connor's wife
and children and County-Wide Insurance Agency, Inc. entered into an Amendment
to the Stock Purchase Agreement to correct, clarify and modify certain terms of
the Stock Purchase Agreement dated December 22, 1999 and to provide for the
joinder therein of those other shareholders. On February 1, 2000, the
transactions contemplated by the Stock Purchase Agreement, as amended, were
closed and all of the Common Stock beneficially owned by Mr. Connor was sold to
Mr. Richardson. A copy of the Amendment to the Stock Purchase Agreement is
filed as Exhibit 99.5 to this Amendment No. 20 to the Schedule 13D and is
incorporated herein by this reference thereto.

As of January 31, 2000, Mr. Richardson and Mr. Connor also entered
into a Pledge Agreement by which, in order to secure his obligation to Mr.
Connor under the Stock Purchase Agreement, Mr. Richardson pledged to Mr. Connor
422,011 of the shares Mr. Richardson purchased from him on December 22,
1999. A copy of the Pledge Agreement is filed as Exhibit 99.6 to this Amendment
No. 20 to the Schedule 13D and is incorporated herein by this reference hereto.

On February 1, 2000, Mr. Richardson entered into a stock purchase
agreement with Ulyssess Grisette providing for the purchase of 15,108 shares of
Common Stock by Mr. Richardson at $8.00 per share on or before February 1, 2000.
Under the agreement, $60,432 of the purchase price was paid in cash and the
balance is payable under a three-year note, with a portion of the purchased
shares being held in escrow pending payment of the note.

In connection with the stock purchase agreement between Mr. Richardson
and Mr. Grisette, the parties signed a Promissory Note dated January 31, 2000
under which Mr. Richardson agreed to pay Mr. Grisette 60,432 in exchange for
7,554 shares of Common Stock. A copy of the Promissory Note is filed as Exhibit
99.7 to this Amendment No. 20 to Schedule 13D and is incorporated herein by this
reference thereto.

Also in connection with the stock purchase agreement between Mr.
Richardson and Mr. Grisette, the parties entered into a Pledge Agreement dated
January 31, 2000 under which Mr. Richardson agreed to pledge 7,554 shares of
Common Stock as security for the repayment of the Promissory Note to Mr.
Grisette. A copy of the Pledge Agreement is filed as Exhibit 99.8 to this
Amendment No. 20 to Schedule 13D and is incorporated herein by this reference
thereto.

On February 9, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with C. Kenneth Wilcox providing for the purchase of 43,341 shares of
Common Stock by Mr. Richardson at $8.00 per share on or before February 9, 2000.
Under the Stock Purchase Agreement, $173,364 of the purchase price was paid in
cash and the balance is payable under a three-year note, with a portion of the
purchased shares being held in escrow pending payment of the note. A copy of the
Stock Purchase Agreement is filed as Exhibit 99.9 to this Amendment No. 20 to
the Schedule 13D and is incorporated herein by this reference hereto.

On February 9, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with Gary Abernethy providing for the purchase of 31,533 shares of
Common Stock by Mr. Richardson at $8.00 per share on or before February 9, 2000.
Under the Stock Purchase Agreement, $126,132 of the purchase price was paid in
cash and the balance is payable under a three-year note, with a portion of the
purchased shares being held in escrow pending payment of the note. A copy of the
Stock Purchase Agreement is filed as Exhibit 99.10 to this Amendment No. 20 to
the Schedule 13D and is incorporated herein by this reference hereto.

On February 11, 2000, Mr. Richardson entered into a Stock Purchase
Agreement with John H. Elmore, Jr. providing for the purchase of 10,731 shares
of Common Stock by Mr. Richardson at $8.00 per share on or before February 11,
2000. Under the Stock Purchase Agreement, $42,924 of the purchase price was paid
in cash and the balance is payable under a three-year note, with a portion of
the purchased shares being held in escrow pending payment of the note. A copy of
the Stock Purchase Agreement is filed as Exhibit 99.11 to this Amendment No. 20
to the Schedule 13D and is incorporated herein by this reference hereto.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is amended to add the following exhibits:

Exhibit 99.3. Stock Purchase Agreement between Mr. Richardson and Mr.
Connor dated as of December 22, 1999 (included as Exhibit 99.3 to Amendment No.
18 to the Schedule 13D of Mr. Richardson filed with the Commission on January
4, 2000 and, pursuant to Rule 12b-32 under the Act, incorporated herein by this
reference thereto).

Exhibit 99.5. Amendment to Stock Purchase Agreement, dated as of
January 31, 2000 among Mr. Richardson, Mr. Connor and certain other
shareholders.

Exhibit 99.6. Pledge Agreement, dated as of January 31, 2000, between
Mr. Richardson and Mr. Connor.

Exhibit 99.7. Promissory Note, dated as of January 31, 2000, between
Mr. Richardson and Mr. Grisette.

Exhibit 99.8. Pledge Agreement, dated as of January 31, 2000, between
Mr. Richardson and Mr. Grisette.

Exhibit 99.9. Stock Purchase Agreement, dated as of February 9, 2000,
between Mr. Richardson and Mr. Wilcox.

Exhibit 99.10. Stock Purchase Agreement, dated as of February 9, 2000,
between Mr. Richardson and Mr. Abernethy.

Exhibit 99.11. Stock Purchase Agreement, dated as of February 11,
2000, between Mr. Richardson and Mr. Elmore.

<PAGE> 15

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

/s/ James C. Richardson, Jr.
- -------------------------------- March 20, 2000
James C. Richardson, Jr.

/s/ David R. Clark
- -------------------------------- March 20, 2000
David R. Clark

/s/ Gregory A. Edgell
- -------------------------------- March 20, 2000
Gregory A. Edgell

/s/ James M. Templeton
- -------------------------------- March 20, 2000
James M. Templeton

/s/ Larry D. Hefner
- -------------------------------- March 20, 2000
Larry D. Hefner

COLUMBIA HILL, LLC

By: /s/ David R. Clark March 20, 2000
----------------------------------
David R. Clark, Member

HERTH MANAGEMENT, INC.

By: /s/ James M. Templeton March 20, 2000
----------------------------------
James M. Templeton, Vice President

<PAGE> 1
EXHIBIT 99.5

PLEDGE AGREEMENT

January 31, 2000

Charles F. Connor, Jr.
3238 West Main Street
Claremont, NC 28610

Dear Charles:

In connection with my purchase from you today of your shares of the
common stock of Fresh Foods, Inc. (the "Company") pursuant to a Stock Purchase
Agreement dated December 22, 1999 between us, as amended as of the date hereof
(as so amended, the "Stock Purchase Agreement"), and my payment of a portion of
the purchase price for such shares by my delivery to you of my promissory note
of even date herewith in the principal amount of $3,598,910.06 (the "Note), this
is to confirm the terms of my pledge to you of 422,011 of the shares of the
Company's common stock so purchased from you (the "Shares") to secure my
obligations to you hereunder and under the Note (the "Secured Obligations"),
pursuant to the terms of this Pledge Agreement (this "Agreement"). In connection
with this Agreement, Wachovia Securities, Inc. ("WSI"), you and I are
contemporaneously entering into a Securities Account Control Agreement in the
form attached hereto as Exhibit A (the "Securities Account Control Agreement"),
providing for the Shares to be held in a controlled account with WSI under my
name, designated as the James H. Richardson, Jr. Pledge Account, to perfect your
security interest in the Shares and any other Collateral described herein.

PLEDGE; TERMINATION OF PLEDGE. To secure the Secured Obligations, I hereby
pledge and grant to you a security interest in the Collateral, as defined
herein, subject to the terms of this Agreement. Such pledge and security
interest shall constitute a first priority lien upon the Collateral and shall
continue in full force and effect until all of the Secured Obligations shall
have been fully and finally paid. Upon the full and final payment of all of the
Secured Obligations, the pledge and security interest created hereby shall
terminate, you shall have no further interest in the Account or the other
Collateral, and you shall take any and all such actions as I reasonably request
to evidence your release of the pledge and security interest created hereby and
to terminate your interest in the Account.

COLLATERAL. The "Collateral" consists of:

(a) the Shares and, except as otherwise provided herein, all dividends
and distributions on or with respect to, and all securities, cash or other
property issued in exchange or substitution for (whether pursuant to merger,
consolidation, recapitalization, stock split or otherwise) the Shares or any of
the foregoing;

(b) all of my interests in the Account and the cash, securities and
other property held therein; and

<PAGE> 2

MAINTENANCE OF COLLATERAL. While the Collateral is subject to this Agreement,
(a) I shall not, and shall not have or exercise any authority to, sell,
exchange, pledge, hypothecate or otherwise dispose of any the Collateral or any
interest therein without your prior written consent, (b) I shall not, and shall
not have or exercise any authority to, have any certificates for the Shares or
any other Collateral consisting of securities transferred out of the Account or
to me or in my name, and (c) the Collateral shall be and remain free and clear
of any and all liens, encumbrances and adverse claims (including any
restrictions on transfer other than restrictions imposed by applicable
securities laws) other than the pledge and security interest hereunder. In the
event that any of the Collateral should come into my hands outside the Account,
I will promptly deposit the same into the Account. In the event that, due to
circumstances reasonably beyond your control, WSI fails or refuses to hold any
of the Collateral in the Account, such Collateral may be held directly by you
pursuant to and subject to the terms of this Pledge Agreement until such time as
I establish another account similar to the Account and reasonably acceptable to
you to hold such Collateral, which other account will then become the Account
hereunder. While held in the Account, the Collateral shall be deemed held for
your benefit to the extent of your security interest therein, and WSI or any
other person having custody of the Collateral in such Account shall be deemed
your agent for purposes of perfecting such security interest.

RIGHTS PRIOR TO DEFAULT. For so long as no Event of Default (defined herein) has
occurred and is continuing, I shall be entitled to (a) have and exercise all
voting and consensual rights and powers pertaining to the Shares or any other
securities included in the Collateral, (b) receive any and all Ordinary
Dividends with respect to the Shares free and clear of this pledge, and (c)
direct that any other cash held in the Account be applied to payment of the
Secured Obligations. "Ordinary Dividend" means any regular periodic dividend
paid on the Shares or other securities included in the Collateral that, together
with all other such dividends paid within the then-preceding 12 months, does not
exceed 6% of the then fair market value of the securities on which such dividend
is paid. If necessary and I so request, you shall issue appropriate instructions
to WSI as to my voting and consensual rights and rights to receive Ordinary
Dividends and apply payments to the Secured Obligations as provided in this
paragraph. Upon the occurrence and during the continuation of any Event of
Default, the foregoing rights shall terminate, and you shall be entitled to have
and exercise all such voting and consensual rights and to retain all such
Ordinary Dividends as part of the Collateral hereunder.

EVENTS OF DEFAULT. The occurrence of any one or more of the following shall
constitute an "Event of Default" hereunder and under the Note:

(a) My failure to make any payment or prepayment of principal of or interest on
the Note after the same becomes due, unless such failure is cured within
ten (10) days from the due date; or

(b) My failure to maintain life insurance on my life in an amount at least
equal to the outstanding principal balance of the Note with an appropriate
collateral assignment of such policy and the proceeds thereof reasonably
satisfactory to you to secure payment of the Note, subject to no other
liens, encumbrances or adverse claims (the "Collateral Assignment");
provided that until March 1, 2000 such failure shall not constitute an
Event of Default so long as I am diligently pursuing obtaining such life
insurance and providing such Collateral Assignment as soon as practicable
and by no later than March 1, 2000; or

2
<PAGE> 3

(c) My failure to perform any other obligations under this Agreement, the Note,
the Securities Account Control Agreement or the Collateral Assignment,
unless such failure is cured within fifteen (15) days after notice thereof
is given to me; or

(d) My failure to perform any of my obligations under my Guaranty Agreement of
even date herewith in favor of you (the "Guaranty Agreement"), unless such
failure is cured within fifteen (15) days after notice thereof is given to
me.

(e) The commencement of any proceedings by or against me, and with respect to
me as debtor, under any applicable bankruptcy, insolvency or similar laws
for the relief of debtors, other than an involuntary proceeding against me
that is dismissed within 60 days after commencement, or any general
assignment by me for the benefit of creditors, or any other action taken by
me or my creditors resulting in the marshalling of my assets and
liabilities to pay creditors.

REMEDIES UPON DEFAULT. In addition to any and all other rights and remedies you
may have under applicable law, or under the terms of the Note, the Guaranty
Agreement, the Securities Account Control Agreement, the Collateral Assignment
or any other instrument evidencing or securing the Secured Obligations, or
provided elsewhere in this Agreement, upon the occurrence and during the
continuation of an Event of Default you shall have, with respect to the
Collateral, all of the rights and remedies of a secured party under the North
Carolina Uniform Commercial Code. Without limiting the generality of the
foregoing, upon the occurrence and during the continuation of an Event of
Default, (a) you may assume exclusive control over the Account in accordance
with the terms of the Securities Account Control Agreement (provided that you
shall send to me a copy of any "Notice of Exclusive Control" given under the
Securities Account Control Agreement at the time it is sent to WSI), (b) you may
take possession of all or any part of the Collateral for purposes of exercising
your rights and remedies with respect thereto, (c) you may apply any portion of
the Collateral that consists of cash to the Secured Obligations, and (d) you may
sell any or all of the Collateral at public or private sale in such commercially
reasonable manner as you may determine and apply the proceeds of such sale first
to your reasonable costs and expenses of retaking, holding, preparing for
disposition, processing and disposing of the Collateral (including reasonable
attorneys' fees and legal expenses) and then to satisfaction of the Secured
Obligations in such order as you may determine, with any surplus to be paid to
me or to such other person as is legally entitled thereto. In the event that
such proceeds are insufficient to satisfy the Secured Obligations in full, I
shall remain liable for any deficiency. Any such sale may be conducted in any
commercially reasonable manner, and you shall not be liable for any diminution
in value of the Collateral pending such sale or pending your exercise of your
rights and remedies hereunder. You shall give me at least fifteen (15) days
notice prior to any such sale, and I agree that such notice shall be deemed
commercially reasonable. If any of the Collateral consisting of securities may
not be publicly sold due to restrictions imposed by applicable securities laws,
or because the applicable public securities markets will not absorb the volume
represented by such sale, it shall be commercially reasonable for you to sell
such Collateral in one or more private sales conducted in a commercially
reasonable manner, even though at a price per share or other unit less than the
price prevailing in the public securities markets.

FURTHER ASSURANCES. As reasonably requested by you, I will from time to time
execute and deliver such financing statements, stock powers, and other
instruments as you may reasonably

3
<PAGE> 4

request in order to maintain, perfect or evidence the pledge and security
interest granted hereby and to enable you to exercise your rights and remedies
hereunder.

NOTICES. Any notice to be given to me in connection with this Agreement or the
Note shall be in writing and shall be directed to me at the address set forth
below my signature hereto, or such other address in North Carolina as I may
hereafter provide to you in writing (my "Notice Address"). Such notice will be
deemed effective upon the earlier of my actual receipt thereof or the actual
delivery thereof to my Notice Address, addressed to me, whether or not I accept
receipt. Any notice to be given to you in connection with this Agreement or the
Note shall be in writing and shall be directed to you at the address set forth
below your signature hereto, or such other address in North Carolina as you may
hereafter provide to me in writing (your "Notice Address"). Such notice will be
deemed effective upon the earlier of your actual receipt thereof or the actual
delivery thereof to your Notice Address, addressed to you, whether or not you
accept receipt.

No waiver by you of any of your rights under this Agreement at any time
shall constitute or evidence any waiver of any other rights or any waiver of
such rights at any other time. If any provision hereof shall be invalid or
unenforceable, such shall not impair the validity or enforceability of any other
provisions hereof.

This Agreement shall be governed by the laws of the State of North
Carolina, including the applicable provisions of the North Carolina Uniform
Commercial Code.

Please indicate your acceptance of this Agreement by signing a copy of
this letter in the space provided below, whereupon it will become my binding
obligation effective the date hereof.

Very truly yours,

/s/ James C. Richardson, Jr.
----------------------------------
James C. Richardson, Jr.

NOTICE ADDRESS:

361 Second Street, N.W.
Hickory, North Carolina 28601

ACCEPTED:

/s/ Charles F. Connor, Jr.
- --------------------------
Charles F. Connor, Jr.

NOTICE ADDRESS:

3238 West Main Street
Claremont, NC 28610

<PAGE> 1
EXHIBIT 99.6

AMENDMENT TO STOCK PURCHASE AGREEMENT

This Amendment (this "Amendment") is made and entered as of January 31,
2000 by and among Charles F. Connor, Jr. ("Connor"), the other shareholders of
Fresh Foods, Inc. listed on Exhibit A hereto (with Connor, the "Selling
Shareholders), and James C. Richardson, Jr. ("Buyer").

RECITALS

A. Connor, as "Seller," and Buyer have entered into a Stock Purchase
Agreement dated as of December 22, 1999 (the "Stock Purchase Agreement"),
providing for the sale of certain shares of the common stock (the "Stock") of
Fresh Foods, Inc. (the "Corporation") to Buyer.

B. Connor and Buyer have agreed to enter into this Amendment to
correct, clarify and modify certain of the terms of the Stock Purchase Agreement
and to provide for the joinder therein of the other Selling Shareholders.

C. The other Selling Shareholders have agreed to enter into this
Amendment to provide for their sale to Buyer of their shares of the Stock to
Buyer under the terms of the Stock Purchase Agreement, as amended hereby.

D. Capitalized terms used herein and not otherwise defined herein but
defined in the Stock Purchase Agreement shall have the meanings herein that are
ascribed to them in the Stock Purchase Agreement.

NOW, THEREFORE, the parties hereby agree that the Stock Purchase
Agreement be and hereby is amended as follows:

1. All references in the Stock Purchase Agreement to "Seller" shall refer
collectively to the Selling Shareholders. The numbers of shares of the
Stock to be sold by each of the respective Selling Shareholders is set
forth by their respective names on Exhibit A hereto. The total number of
shares of the Stock to be sold pursuant to the Stock Purchase Agreement
shall be 715,163, rather than the 716,063 shares originally stated therein.

2. The purchase price for the Stock to be purchased and sold under the Stock
Purchase Agreement shall be $8.528 per share, rather than the $8.25 per
share originally stated therein. The aggregate purchase price to be paid in
cash at the Closing shall be Two Million Five Hundred Thousand Dollars
($2,500,000.00), including the $100,000.00 held as the Earnest Money
Deposit under the Stock Purchase Agreement. Such aggregate purchase price
to be paid in cash at the Closing shall be paid for the accounts of the
respective Selling Shareholders in the respective amounts set forth on
Exhibit A hereto, against receipt of the shares so purchased, but shall be
remitted to Connor as agent for all such Selling Shareholders, to be
remitted by him to the other Selling Shareholders promptly upon his receipt
thereof from Buyer in accordance with the amounts to be paid to them as set
forth on Exhibit A. Each of the other Selling Shareholders hereby appoints
Connor as his, her or its agent to deliver his, her or its shares of the
Stock at the Closing and to receive payment of the cash purchase price
therefor for his, her, or its account and to promptly remit to him, her or
it

<PAGE> 2

the amount to which he, she or it is so entitled therefrom. The Selling
Shareholders agree that such remittance to Connor shall be a full
acquittance of Buyer for his obligation to make such payments at the
Closing.

3. As provided in the Stock Purchase Agreement and as indicated on Exhibit A
hereto, a portion of the purchase price due Connor will be paid by means of
a Promissory Note for the balance due Connor, which shall be in the
principal amount of $3,598,910.06. It is further agreed that such
Promissory Note will be secured by the pledge of 422,011 shares of the
Stock. Connor and Buyer have agreed to the form of such Promissory Note and
of a Pledge Agreement to effect such pledge, both of which are being
executed and delivered as of the date hereof. The Promissory Note and the
Pledge Agreement address the matters originally addressed in part in
Articles II, IV and V of the Stock Purchase Agreement; consequently, said
Articles II, IV and V shall be superseded thereby and are of no further
force or effect. The terms set forth in Articles VII and VIII of the Stock
Purchase Agreement are also amended to conform to the terms of the
Promissory Note and the Pledge Agreement and the terms of this Amendment.

4. It is agreed that, in the case of any shares of the Stock to be sold under
the Stock Purchase Agreement as amended hereby which are held by a broker
in "street name" for the account of the Seller Shareholder, delivery of
such shares may be made at the Closing by instructing the broker to
transfer such shares into an account held in the name of Buyer (with the
certificates for such shares to be subsequently delivered to Buyer if Buyer
so elects), except that any such shares that are to be subject to the
Pledge Agreement shall be delivered as provided in the Pledge Agreement.
Delivery of shares in such manner shall be subject to appropriate
confirmations reasonably satisfactory to Buyer that such delivery is
effective to transfer beneficial ownership to Buyer free and clear of all
liens, encumbrances, and adverse claims.

5. Article VI of the Stock Purchase Agreement is hereby amended in its
entirety to provide as follows:

(a) Each of the Selling Shareholders hereby represents and warrants to Buyer
that, at the Closing, Buyer will acquire the shares of the Stock being sold
by such Selling Shareholder as set forth on Exhibit A free and clear of all
liens, encumbrances and adverse claims, other than (1) in the case of the
shares subject thereto, the Pledge Agreement in favor of Connor and (2)
restrictions on transfer imposed by applicable securities laws. Each of the
Selling Shareholders further represents and warrants to Buyer that he, she
or it agrees not to make any further purchases of the Stock for a period of
five (5) years after the date hereof (or, in the case of Connor and any
person or entity controlled by him, during Connor's lifetime), other than
purchases of Stock held as security for the Note in the event it is sold
upon a default thereunder.

(b) Buyer hereby represents and warrants to each of the Selling Shareholders
that he is purchasing the shares of the Stock for investment purposes and
not with a view to or in connection with any public resale thereof, and
that he recognizes that Connor may be deemed to be an "affiliate" of the
Corporation and that, by reason thereof, some or all of the Stock being
purchased by him may be deemed to be "restricted securities" as defined in
Rule 144 under the federal Securities Act of 1933, may be subject to a
holding period prior to any

2
<PAGE> 3

public resale thereof pursuant to Rule 144, and may be required to be held
by him indefinitely, and that he will not dispose of such shares in
violation of the registration requirements of applicable federal or state
securities laws.

Except as expressly or by necessary implication amended hereby, the Stock
Purchase Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.

BUYER:

/s/ James C. Richardson, Jr.
------------------------------------------
James C. Richardson, Jr.

SELLING SHAREHOLDERS:

/s/ Charles F. Connor, Jr.
------------------------------------------
Charles F. Connor, Jr.

COUNTY-WIDE INSURANCE AGENCY, INC.

By /s/ Charles F. Connor, Jr.
------------------------------------------
Charles F. Connor, Jr., President

/s/ Charles F. Connor, III
------------------------------------------
Charles F. Connor, III

/s/ Jean Connor
------------------------------------------
Jean Connor

/s/ Eric Connor
------------------------------------------
Eric Connor

/s/ Tracy Connor
------------------------------------------
Tracy Connor

<PAGE> 1

Exhibit 99.7
PROMISSORY NOTE

$60,432.00 Hickory, NC
January 31, 2000

FOR VALUE RECEIVED the undersigned, jointly and severally, promise to
pay to ULYSSES GRISETTE, or order, the principal sum of SIXTY THOUSAND FOUR
HUNDRED THIRTY-TWO and No/100 Dollars ($60,432.00), with interest from even date
herewith, at the rate of Eight Percent (8%) per annum on the unpaid balance
until paid or until default, both principal and interest payable in lawful money
of the United States of America, at the office of ULYSSES GRISETTE, Valdese,
North Carolina, or at such place as the legal holder hereof may designate in
writing. It is understood and agreed that additional amounts may be advanced by
the holder hereof as provided in the instruments, if any, securing this Note and
such advances will be added to the principal of this Note and will accrue
interest at the above specified rate of interest from the date of advance until
paid. The principal and interest shall be due and payable as follows:

INTEREST PER YEAR FOR THREE (3) YEARS. THE FIRST PAYMENT DUE AND
PAYABLE ON JANUARY 31, 2001. A SECOND PAYMENT DUE ON JANUARY 31, 2002,
AND A THIRD AND FINAL PAYMENT OF ALL PRINCIPAL, ACCRUED INTEREST AND
OTHER CHARGES, IF ANY, ON OR BEFORE JANUARY 31, 2003.

If not sooner paid, the entire remaining indebtedness shall be due and
payable on January 31, 2003, PROVIDED HOWEVER, if substantially all of the
assets of Fresh Foods, Inc., or substantially all of the voting stock of Fresh
Foods, Inc. are sold to a party unrelated to James C. Richardson, Jr., then the
entire amount due under the provisions of this Promissory Note shall become due
and payable as of the closing of the Fresh Foods sale.

If payable in installments, each such installment shall, unless
otherwise provided, be applied first to payment of interest then accrued and due
on the unpaid principal balance, with the remainder applied to the unpaid
principal.

Unless otherwise provided, this Note may be prepaid in full or in part
at any time without penalty or premium. Partial payments shall be applied to
installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal
or interest hereof as the same becomes due and such default is not cured within
ten (10)) days from the due date, or (b) default under the terms of any
instrument securing this Note, and such default is not cured within fifteen (15)
days after written notice to maker, then in either such event the holder may
without further notice, declare the remainder of the principal sum, together
with all interest accrued thereon at once due and payable. Failure to exercise
this option shall not constitute a waiver of the right to exercise the same at
any other time. The unpaid principal of this Note and any part thereof, accrued
interest and all other sums due under this Note and the Pledge Agreement, if
any, shall bear interest at the rate of Fifteen percent (15%) per annum after
default until paid.
<PAGE> 2

All parties to the Note, including maker and any sureties, endorsers,
or guarantors hereby waive protest , presentment notice of dishonor, and notice
of acceleration of maturity and agree to continue to remain bound for the
payment of principal, interest and all other sums due under this Note and the
Pledge Agreement notwithstanding any change of changes by way of release,
surrender, exchange, modification or substitution of any security for this Note
or by way of any extension or extensions of time for the payment of principal
and interest; and all such parties wave all and every kind of notice of such
change or changes and agree that the same may be made without notice or consent
of any of them.

Upon default the holder of this Note may employ an attorney to enforce the
holder's rights and remedies, and the maker, principal surety, guarantor and
endorsers of this Note hereby agree to pay to the holder reasonable attorney's
fees not exceeding a sum equal to fifteen percent (15%) of the outstanding
balance owing on said Note, plus all other reasonable expenses incurred by the
holder in exercising any of the holder's rights and remedies upon default. The
rights and remedies of the holder as provided in this Note and any instrument
securing this Note shall be cumulative and may be pursued singly, successively,
or together against the property described in the Pledge Agreement or any other
funds, property or security held by the holder for payment or security, in the
sole discretion of the holder. The failure to exercise any such right to remedy
shall not be waiver or release of such rights or remedies of the right to
exercise any of them at another time.

This Note is governed and construed in accordance with the laws of the
State of North Carolina.

This Note is given to secure the balance of a certain indebtedness by
the maker hereof, and is secured by Pledge Agreement of corporate stock.

The indebtedness evidenced by this Promissory Note may be assigned to
another debtor. If such assignment occurs, James C. Richardson, Jr. will remain
as a Guarantor of Payment and Performance.

IN TESTIMONY WHEREOF, each individual maker has hereunto set his hand
and adopted as his seal the word "SEAL" appearing beside his/her name, the day
and year first above written.

/s/ James C. Richardson, Jr. (SEAL)
James C. Richardson, Jr.

<PAGE> 1

Exhibit 99.8
PLEDGE AGREEMENT

STATE OF NORTH CAROLINA

COUNTY OF CATAWBA

THIS AGREEMENT, made this 31st day of January, 2000, between James C.
Richardson, Jr., of Hickory, Catawba County, North Carolina, hereinafter called
the "PLEDGOR' and Ulyssess Grisette, of Valdese, North Carolina, hereinafter
collectively the "PLEDGEE".

WHEREAS, a loan has been approved from the Pledgee to the Pledgor in
the amount of Sixty Thousand Four Hundred Thirty-Two and No/100 Dollars
($60,432.00); and

WHEREAS, to induce the Pledgee to make such loan, the Pledgor has
agreed to pledge certain stock to the Pledgee as security for the repayment of
such loan.

IT IS, THEREFORE, AGREED:

1. PLEDGE:

In consideration of the Pledgee agreeing to a loan to the Pledgor in
the amount of Sixty Thousand Four Hundred Thirty-Two and No/100 Dollars
($60,432.00), the Pledgor hereby grants a security interest to the Pledgee in
the following:
(a) Certificates representing 7,554 shares of the common
stock of Fresh Foods, Inc. In the event of default,
the Pledgor hereby appoints Richard F. Howard, to
arrange for the transfer of the pledge shares on the
books of the corporation to the name of the Pledgee.
Such certificates shall be held by Richard F. Howard
as security for the repayment of the loan made at the
time of the execution hereof, and he shall not
encumber or dispose of such shares except in
accordance with the provisions of this Agreement.

<PAGE> 2

2. DIVIDENDS:

During the term of this Pledge, all dividends and other amounts
received by the Pledgor as a result of her record ownership of the pledged
shares shall be applied by her to the payment of the principal and interest on
the loan. This provision shall not be construed to include any amount paid to
the Pledgor as a result of services rendered or to retirement plan presently
existing or created by the company.

3. VOTING RIGHTS:

During the term of this pledge, and so long as the Pledgor is not in
default in the performance of any of the terms of this Agreement or in the
payment of the principal or interest to the loan, pursuant to the provisions of
a Promissory Note dated the 31st day of January, 2000, the term and conditions
of the same being incorporated herein by reference, the Pledgor shall have the
right to vote the pledged shares on all corporate questions and matters.

4. REPRESENTATIONS:

The Pledgor warrants and represents that there are no restrictions upon
the transfer of any of the pledged shares, other than may appear on the face of
the certificates, and that the Pledgor has the right to transfer such shares
free of any encumbrances and without obtaining the consent of the other
shareholders in the corporation.

5. ADJUSTMENTS:

In the event that , during the term of this pledge, any share dividend,
reclassification, readjustment or other change is declared or made in the
capital structure of the corporation which has issued the pledged shares, all
new, substituted and additional shares, or other securities, issued by reason of
any such change shall be held

2
<PAGE> 3

by the Pledgee under the terms of this Agreement in the same manner as the
shares originally pledged hereunder.

6. PAYMENT OF LOAN:

Upon payment in full of the principal and interest of the loan, the
pledged shares shall be returned to the Pledgor.

7. DEFAULT:

In the event that the Pledgor defaults in the performance of any of the
terms of this Agreement (including the Promissory Note), or in the payment at
maturity of the principal or interest of the loan, the Pledgee shall have the
rights and remedies provided in the Uniform Commercial Code in force in the
State of North Carolina at the date of this Agreement and in this regard, the
Pledgee may, upon fifteen (15) days' notice to the Pledgor sent by registered
mail, and without liability or any diminution in price which may have occurred
sell all the pledged shares in such manner and for such price as the Pledgee may
determine. At any sale of the common stock that is subject to this Agreement,
the Pledgee or any stockholder in the corporation subject to this Agreement
shall be free to purchase all or any part of the pledged shares. Out of the
proceeds of any sale the Pledgee may retain an amount equal to the principal and
interest necessary to repay the loan in full, plus the amount of the expenses of
the sale (including reasonable attorneys' fees), and shall pay any balance of
such proceeds to the Pledgor. In the event that the proceeds of any sale are
insufficient to cover the principal and interest of the loan plus expenses of
the sale , the Pledgor shall remain liable to the Pledgee for any deficiency.

3
<PAGE> 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

PLEDGOR:

/s/ James C. Richardson, Jr. (SEAL)
James C. Richardson, Jr.

PLEDGEE:

/s/ Ulyssess Grisette (SEAL)
Ulyssess Grisette

<PAGE> 1

STATE OF NORTH CAROLINA Exhibit 99.9
CATAWBA COUNTY

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made and entered into as
of the 9th day of February, 2000, by and between C. Kenneth Wilcox, a citizen
and resident of Watauga County, North Carolina (hereinafter "Seller"); and James
C. Richardson, Jr., or his assigns, a citizen and resident of Catawba County,
North Carolina (hereinafter "Buyer").

RECITALS

A. Seller is the owner of 41,341 shares of common stock (the 'Stock")
of Fresh Foods, Inc., (hereinafter the "Corporation'), a corporation organized
and existing under the laws of the State of North Carolina, having its principal
place of business in Catawba County, North Carolina, and said stock is traded
over National Association of Security Dealers Automated Quotation System
(NASDAQ) having the symbol "FOOD".

B. Seller desires to sell all of his stock in the Corporation to Buyer,
and Buyer desires to purchase all of Seller's stock in the Corporation pursuant
to the terms and provisions hereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I
SALE OF STOCK

Seller hereby sells, assigns, transfers and sets over to Buyer 43,341
shares of common stock owned by the Seller in the Corporation. Buyer hereby
agrees to purchase the Stock and agrees to pay in consideration thereof the
purchase price of Eight Dollars ($8.00) per share, for a total of $346,728.00
(the "Purchase Price"), to be payable as follows:

1.1 Cash Payment at Closing. Buyer shall deliver the sum of One Hundred
Seventy-Three Thousand Three Hundred Sixty-Four Dollars ($173,364.00) to Seller
at the Closing of the subject transaction.

1.2 Payment of Balance of Purchase Price after Closing. At the Closing,
Buyer shall deliver a secured Promissory Note to the Seller in the principal
amount of the remaining balance of the Purchase Price. Said Promissory Note
shall bear interest at the rate of eight (8%) percent per annum. The Buyer shall
pay interest payments only on an annual basis on the twelfth (12th) month and
the twenty-fourth (24th) month following the Closing. The entire outstanding
principal balance and any interest accrued thereon shall be due and payable no
later than three (3) years from the date of the Closing. There shall be no
prepayment penalty for early payment of all or any part of the amount due.
However, if substantially all of the assets of Fresh Foods. Inc., or
substantially all of the

<PAGE> 2

voting stock of Fresh Foods, Inc., are sold to a party unrelated to James C.
Richardson, Jr., then the entire amount due under the provisions of the
Promissory Note shall become due and payable as of the closing of the Fresh
Foods sale.

ARTICLE II.
DELIVERY OF STOCK IN ESCROW

2.1 Stock Certificates to Escrow Agent. At the Closing, Seller shall
deliver to Charles R. Young, Sr., whose address is 400 Second Avenue NW,
Hickory, North Carolina 28601, as "Escrow Agent", free and clear of all
encumbrances and restrictions on transfer, all certificates for the shares of
Stock sold pursuant to this Agreement, duly endorsed for transfer to Buyer and
accompanied by all other documents necessary for an effective transfer.

2.2 Shares Transferred Directly to Buyer at Closing. At the Closing,
21,670 shares shall be conveyed directly to the Buyer.

2.3 Balance of Shares Delivered Upon Payment of Promissory Note. Upon
the payment of the balance of the Purchase Price under the terms of the subject
Promissory Note in the principal sum of $173,364.00, on or before the due date
as provided for in the said Promissory Note, the Escrow Agent shall deliver the
remaining balance of shares of Stock being sold hereunder, together with the
necessary stock transfer stamps duly affixed thereon, and all other documents
delivered to the Escrow Agent to effectively transfer such shares, to the Buyer.

2.4 Escrow Fees. The fees and all other expenses of the Escrow Agent
shall be paid by Buyer.

2.5 Escrow Agreement. At the Closing, the Seller, Buyer and Escrow
Agent shall enter into a formal Escrow Agreement containing standards terms and
provisions governing the duties and responsibilities of the Escrow Agent.

ARTICLE III.
CLOSING

The Closing of the transactions contemplated hereby shall occur on or
before February 9, 2000 (the "Closing") at 3:00 P.M. at the law offices of Tate,
Young, Morphis, Bach & Taylor, LLP, 400 Second Avenue NW, Hickory, North
Carolina. or at such other time and place as the parties may mutually agree
upon.

ARTICLE IV.
RIGHTS TO SELL STOCK OR ASSIGN DEBT

James C. Richardson, Jr., shall have the right to sell the subject
stock and assign the indebtedness evidenced by the Promissory Note set forth in
Paragraph 1.2 hereinabove, provided

2
<PAGE> 3

that James C. Richardson, Jr., remains as a guarantor of payment and performance
of the indebtedness and other conditions evidenced by the Promissory Note and
the provisions of Paragraph 1.2 are performed.

ARTICLE V.
DIVIDENDS DURING ESCROW

Any and all dividends paid on the Stock held by the Escrow Agent during
the term of the subject Promissory Note shall be the property of the Buyer.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

Seller represents and warrants as follows:

(a) Seller is the owner of, free and clear of any liens, encumbrances
and charges, and has full power to sell and transfer to Buyer the Stock.

(b) The sale of the Stock by Seller pursuant to this Agreement is an
isolated transaction by the Seller, who does not intend to make any other sales
and who has not made any sales or purchases of such stock within the past six
months.

ARTICLE VII.
DELIVERIES BY SELLER AT CLOSING

At the Closing, Seller shall deliver the following documents and
instruments:

(a) All stock certificates representing 43,341 shares of
common stock owned by Seller in the Corporation. Said
certificates shall be endorsed for transfer to Buyer,
thereby transferring the subject shares free and
clear of any and all liens and encumbrances;

(b) An Escrow Agreement containing standard terms and
provisions governing the duties and responsibilities
of the Escrow Agent and the parties with respect to
that portion of the Stock being held by the Escrow
Agent; and

(c) Such other documents as may be reasonably necessary
in the opinion of Buyer to effectuate the
transactions contemplated by this Agreement.

ARTICLE VIII.
DELIVERIES BY SELLER AT CLOSING

At the Closing, Buyer shall deliver the following

(a) The sum of One Hundred Seventy-Three Thousand Three
Hundred Sixty-Four Dollars ($173.364.00) in cash or certified funds as part of
the Purchase Price payable to the Seller;

3
<PAGE> 4

(b) The secured Promissory Note in favor of Seller containing
the terms and provisions set forth in Section 1.3 hereof, a provision permitting
the Buyer to assign the debt to another, provided the Buyer remains as a
guarantor, and other standard and customary terms of such a Promissory Note.

(c) A Pledge Agreement which pledges the 21,671 shares of
stock as collateral for repayment of the Promissory Note to Seller.

(d) An escrow agreement containing standard terms and
provisions governing the duties and responsibilities of the Escrow Agent and the
parties with respect to that portion of the Stock being held by the Escrow
Agent; and

(e) Such other documents as may be reasonably necessary in the
opinion of Seller to effectuate the transactions contemplated by this Agreement.

ARTICLE IX.
FILINGS AND REGISTRATION

Buyer agrees to perform and to pay for the costs and expenses required
in connection with any filings and registration with the Securities and Exchange
Commission, the Corporation, and any and all other entities or agencies required
in order to close this transaction.

ARTICLE X.
BROKERAGE

Buyer and Seller represent that there are no brokerage or other
commissions due relative to the sale and transfer of the Stock by Seller to
Buyer.

ARTICLE XI
RELEASES

(a) Release by Seller. For himself and his affiliates, related parties,
heirs, assigns, agents, servants and representatives ("Wilcox Group"), Seller
does hereby release and forever discharge and acquit the affiliates, related
parties, employees, officers, directors, shareholders, attorneys, accountants,
agents, servants, representatives, successors and assigns of Fresh Foods, Inc.
(the "Fresh Foods Entities"), Fresh Foods, Inc., and Buyer, his affiliates,
related parties, heirs, assigns, agents, servants and representatives, from any
and all claims, demands, actions, rights, causes of action, obligations and
liabilities, known and unknown (collectively "Claims") that he or the Wilcox
Group or any of them has, could or may have against Fresh Foods, Inc., Fresh
Foods Entities and/or Buyer. from the beginning of time to the date of this
Agreement. including any and all Claims that have arisen. may have arisen or
might arise at any time in the future from the status of any of them as a
Company shareholder. Seller represents and warrants to Fresh Foods, Inc. and
Buyer that he has not assigned, transferred or conveyed in any manner all or any
part of his Claims against Fresh Foods, Inc., any of the Fresh Foods Entities,
or Buyer. Seller further represents and warrants to Fresh Foods, Inc.. and Buyer
that this Agreement is the legal, valid and binding obligation of himself,
enforceable against him accordance with its terms.

4
<PAGE> 5

(b) Release by Fresh Foods, Inc. and Buyer. Fresh Foods, Inc. and Buyer
do hereby release and forever discharge Seller from any and all Claims that
Fresh Foods. Inc. and/or Buyer has or may have against Seller from the beginning
of time until the date of this Agreement. Fresh Foods, Inc. and Buyer represent
and warrant to Seller that neither Fresh Foods, Inc, the Fresh Foods Entities,
nor Buyer have assigned. transferred or conveyed in any manner all of any part
of any Claim against Seller. Fresh Foods. Inc., and Buyer further represent and
warrant to Seller that this Agreement is the legal, valid and binding obligation
of Fresh Foods, Inc., and Buyer, enforceable against Fresh Foods, Inc. and Buyer
in accordance with its terms.

(c) Fresh Foods, Inc. Securities. Seller represents and warrants to
Fresh Foods, Inc. and Buyer that, other than the shares of Fresh Foods, Inc.,
common stock that he has unconditionally contracted to sell to Buyer, he does
not own any shares of common stock or other securities issued by Fresh Foods,
Inc. Except in the event of default by Buyer. Seller covenants and agrees with
Fresh Foods, Inc. that he will not at any time hereafter purchase or otherwise
acquire (so as to beneficiarily own) any security issued by Fresh Foods, Inc.

(d) Fresh Foods a Beneficiary. Fresh Foods, Inc., is a third party
beneficiary of the provisions of this Article and Seller acknowledges that the
provisions herein in favor of Fresh Foods, Inc., were a material inducement to
Buyer entering into this Agreement and that the Seller has received adequate and
sufficient legal consideration therefor.

ARTICLE XII.
ENTIRE AGREEMENT

This Agreement sets forth and contains the entire agreement between the
Buyer and Seller with respect to the subject stock, and will not be modified or
terminated except by agreement in writing executed by both parties.

ARTICLE XIII
GOVERNING LAW

This Agreement shall be construed in accordance with and governed by
the laws of the State of North Carolina.

5
<PAGE> 6

IN WITNESS WHEREOF, the parties hereby have executed this Stock
Purchase Agreement by affixing their hands and seals hereto on the date first
above written.

SELLER:

/s/ C. Kenneth Wilcox (SEAL)
C. Kenneth Wilcox

BUYER:

/s/ James C. Richardson, Jr. (SEAL)
James C. Richardson, Jr.

FRESH FOODS, INC. (*)

By: /s/ David R. Clark
David R. Clark, Vice-Chairman

(*) Fresh Foods, Inc. is a party to this
agreement for purposes of Article XI and for
no other purpose.

<PAGE> 1
Exhibit 99.10
STATE OF NORTH CAROLINA
CATAWBA COUNTY

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made and entered into as
of the 9th day of February, 2000, by and between Gary Abernethy, a citizen and
resident of Catawba County, North Carolina (hereinafter "Seller"); and James C.
Richardson, Jr., or his assigns, a citizen and resident of Catawba County, North
Carolina (hereinafter "Buyer").

RECITALS

A. Seller is the owner of 31,533 shares of common stock (the "Stock")
of Fresh Foods, Inc., (hereinafter the "Corporation"), a corporation organized
and existing under the laws of the State of North Carolina, having its principal
place of business in Catawba County, North Carolina, and said stock is traded
over National Association of Security Dealers Automated Quotation System
(NASDAQ) having the symbol "FOOD".

B. Seller desires to sell all of his stock in the Corporation to Buyer,
and Buyer desires to purchase all of Seller's stock in the Corporation pursuant
to the terms and provisions hereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and for other a good, and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I
SALE OF STOCK

Seller hereby sells, assigns, transfers and sets over to Buyer 31,533
shares of common stock owned by the Seller in the Corporation. Buyer hereby
agrees to purchase the Stock and agrees to pay in consideration thereof the
purchase price of Eight Dollars ($8.00) per share, for a total of $252,264.00
(the "Purchase Price"), to be payable as follows:

1.1 Cash Payment at Closing. Buyer shall deliver the sum of One
Hundred Twenty-Six Thousand One Hundred Thirty-Two Dollars
($126,132.00) to Seller at the Closing of the subject
transaction.

1.2 Payment of Balance of Purchase Price after Closing. At the
Closing, Buyer shall deliver a Promissory Note to the Seller
in the principal amount of the remaining balance of the
Purchase Price. Said Promissory Note shall bear interest at
the rate of eight (8%) percent per annum. The Buyer shall pay
interest payments only on an annual basis on the twelfth
(12th) month and the twenty-fourth (24th) month following the
Closing. The entire outstanding principal balance and any
interest accrued thereon shall be due and payable no later
than three (3) years from the date of the Closing. There shall
be no prepayment penalty for early payment of all or any part
of the amount due. However, if substantially all of the assets
of Fresh Foods, Inc., or substantially all of

<PAGE> 2

the voting stock of Fresh Foods, Inc., are sold to a party
unrelated to James C. Richardson, Jr., then the entire amount
due under the provisions of the Promissory Note shall become
due and payable as of the closing of the Fresh Foods sale.

ARTICLE II.
DELIVERY OF STOCK IN ESCROW

2.2 Shares Transferred Directly to Buyer at Closing. At the Closing,
15,757 shares of the Stock shall be conveyed directly to the Buyer.

2.3 Balance of Shares Delivered Upon Payment of Promissory Note. Upon
the payment of the balance of the Purchase Price under the terms of the subject
Promissory Note in the principal sum of $126,132.00, on or before the. due date
as provided for in the said Promissory Note, the Escrow Agent shall deliver the
remaining balance of shares of Stock being sold hereunder, together with the
necessary stock transfer stamps duly affixed thereon, and all other documents
delivered to the Escrow Agent to effectively transfer such shares, to the Buyer.

2.4 Escrow Fees. The fees and all other expenses of the Escrow Agent
shall be paid by Buyer.

ARTICLE III.
CLOSING

The Closing, of the transactions contemplated hereby shall occur on or
before February 9, 2000 (the "Closing") at 3:00 P.M. at the law offices of Tate,
Young, Morphis, Bach & Taylor, LLP, 400 Second Avenue NW, Hickory, North
Carolina, or at such other time and place as the parties may mutually agree
upon.

ARTICLE IV.
RIGHTS TO SELL STOCK OR ASSIGN DEBT

James C. Richardson, Jr., shall have the right to sell the subject
stock and assign the indebtedness evidenced by the Promissory Note set forth in
Paragraph 1.2 hereinabove, provided

2
<PAGE> 3

that James C. Richardson, Jr., remains as a Guarantor of payment and performance
of the indebtedness and other conditions evidenced by the Promissory Note and
the provisions of Paragraph 1.2 are performed.

ARTICLE V.
DIVIDENDS DURING ESCROW

Any and all dividends paid on the Stock held by the Escrow Agent during
the term of the subject Promissory Note shall be the property of the Buyer.

ARTICLE VI.
REPRESENTATIONS AND WARRANTEES

Seller represents and warrants as follows:

(a) Seller is the owner of, free and clear of any liens, encumbrances
and charges, and has full power to sell and transfer to Buyer the Stock.

ARTICLE VII.
DELIVERIES BY SELLER AT CLOSING

At the Closing, Seller shall deliver the following documents and
instruments:

(a) All stock certificates representing 31,533 shares of common
stock owned by Seller in the Corporation. Said certificates
shall be endorsed for transfer to Buyer, thereby transferring
the subject shares free and clear of any and all liens and
encumbrances;

(b) An Escrow Agreement containing standard terms and provisions
governing the duties and responsibilities of the Escrow Agent
and the parties with respect to that portion of the Stock
being held by the Escrow Agent; and

(c) Such other documents as may be reasonably necessary in the
opinion of Buyer to effectuate the transactions contemplated
by this Agreement.

ARTICLE VII.
DELIVERIES BY BUYER AT CLOSING

At the Closing, Buyer shall deliver the following:

3
<PAGE> 4

(a) The sum of One Hundred Twenty-Six Thousand One Hundred
Thirty-Two Dollars ($126,132.00) in cash or certified funds as
part of the Purchase Price payable to the Seller;

(b) The Promissory Note in favor of Seller containing the terms
and provisions set forth in Section 1.2 hereof, a provision
permitting the Buyer to assign the debt to another, provided
the Buyer remains as a guarantor, and other standard and
customary terms of such a Promissory Note.

(c) An escrow agreement containing standard terms and provisions
governing the duties and responsibilities of the Escrow Agent
and the parties with respect to that portion of the Stock
being held by the Escrow Agent; and

(d) Such other documents as may be reasonably necessary in the
opinion of Seller to effectuate the transactions contemplated
by this Agreement.

ARTICLE IX.
FILINGS AND REGISTRATION

ARTICLE X.
BROKERAGE

Buyer and Seller represent that there are no brokerage or other
commissions due relative to the sale and transfer of the Stock by Seller to
Buyer.

ARTICLE XI.
RELEASES

(a) Release by Seller. For himself and his affiliates, related parties,
heirs, assigns, agents, servants and representatives (the "Abernethy Group"),
Seller does hereby release and forever discharge and acquit the affiliates,
related parties, employees, officers, directors, shareholders, attorneys,
accountants, agents, servants, representatives, successors and assigns of Fresh
Foods, Inc. (the "Fresh Foods Entities"), Fresh Foods, Inc., and Buyer, his
affiliates, related parties, heirs, assigns, agents, servants and
representatives, from any and all claims, demands, actions, rights, causes of
action, obligations and liabilities, known and unknown (collectively "Claims")
that he or the Abernethy Group or any of them has. could or may have against
Fresh Foods, Inc., Fresh Foods Entities and/or Buyer, from the beginning of time
to the date of this Agreement, including any and all Claims that have arisen,
may have arisen or might arise at any time in the future from the status of any
of them as a Company shareholder. Seller represents and warrants to Fresh Foods,
Inc. and Buyer that he has not assigned, transferred or

4
<PAGE> 5

conveyed in any manner all or any par[ of his Claims against Fresh Foods, Inc.,
any of the Fresh Foods Entities, or Buyer. Seller further represents and
warrants to Fresh Foods, Inc., and Buyer that this Agreement is the legal, valid
and binding obligation of himself, enforceable against him accordance with its
terms.

(b) Release by Fresh Foods, Inc. and Buyer. Fresh Foods, Inc. and Buyer
do hereby release and forever discharge Seller from any and all Claims that
Fresh Foods, Inc. and/or Buyer has or may have against Seller from the beginning
of time until the date of this Agreement. Fresh Foods, Inc. and Buyer represent
and warrant to Seller that neither Fresh Foods, Inc, the Fresh Foods Entities,
nor Buyer have assigned, transferred or conveyed in any manner all of any part
of any Claim against Seller. Fresh Foods, Inc., and Buyer further represent and
wan-ant to Seller that this Agreement is the legal, valid and binding obligation
of Fresh Foods, Inc., and Buyer, enforceable against Fresh Foods, Inc. and Buyer
in accordance with its terms.

(c) Fresh Foods, Inc. Securities. Seller represents and warrants to
Fresh Foods, Inc. and Buyer that, other than the shares of Fresh Foods, Inc.,
common stock that he has unconditionally contracted to sell to Buyer, he does
not own any shares of common stock or other securities issued by Fresh Foods,
Inc. Except in the event of default by Buyer, Seller covenants and agrees with
Fresh Foods, Inc. that he will not at any time hereafter purchase or otherwise
acquire (so as to beneficiarily own) any security issued by Fresh Foods, Inc.
The Seller's wife is the owner of over 500 shares of Fresh Foods, Inc. stock,
which is not being sold.

(d) Fresh Foods a Beneficiary. Fresh Foods, Inc. is a third party
beneficiary of the provisions of this Article and Seller acknowledges that the
provisions herein in favor of Fresh .Foods, Inc., were a material inducement to
Buyer entering into this Agreement and that the Seller has received adequate and
sufficient le-a] consideration therefor.

ARTICLE XII.
ENTIRE AGREEMENT

ARTICLE XIII.
GOVERNING LAW

This Agreement shall be construed in accordance with and governed by
the laws of the State of North Carolina.

5
<PAGE> 6

IN WITNESS WHEREOF, the parties hereby have executed this Stock
Purchase Agreement by affixing their hands and seals hereto on the date first
above written.

SELLER:

/s/ Gary Abernethy (SEAL)
-------------------------------------
Gary Abernethy

BUYER:

/s/ James C. Richardson, Jr. (SEAL)
-------------------------------------
James C. Richardson, Jr.

FRESH FOODS, INC. (*)

By: /s/ David R. Clark
---------------------------------
David R. Clark, Vice-Chairman

(*) Fresh Foods, Inc. is a party to this agreement
for the purposes of Article XI and for no other
purpose.

<PAGE> 1
Exhibit 99.11
STATE OF NORTH CAROLINA
CATAWBA COUNTY

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is made and entered into as
of the 11th day of February, 2000, by and between John H. Elmore, Jr., a citizen
and resident of Catawba County, North Carolina (hereinafter "Seller"); and James
C. Richardson, Jr., or his assigns, a citizen and resident of Catawba County,
North Carolina (hereinafter "Buyer").

RECITALS

A. Seller is the owner of 10,731 shares of common stock (the "Stock")
of Fresh Foods, Inc., (hereinafter the 'Corporation"), a corporation organized
and existing, under the laws of the State of North Carolina, having its
principal place of business in Catawba County, North Carolina, and said stock is
traded over National Association of Security Dealers Automated Quotation System
(NASDAQ) having the symbol "FOOD".

B. Seller desires to sell all of his stock in the Corporation to Buyer,
and Buyer desires to purchase all of Seller's stock in the Corporation pursuant
to the terms and provisions hereof.

ARTICLE I
SALE OF STOCK

Seller hereby sells, assigns, transfers and sets over to Buyer 10,731
shares of common stock owned by the Seller in the Corporation. Buyer hereby
agrees to purchase the Stock and agrees to pay in consideration thereof the
purchase price of Eight Dollars ($8.00) per share, for a total of $85,848.00
(the "Purchase Price"), to be payable as follows:

1.1 Cash Payment at Closing. Buyer shall deliver the sum of
Forty-Two Thousand Nine Hundred Twenty-Four Dollars
($42,924.00) to Seller at the Closing of the subject
transaction.

1.2 Payment of Balance of Purchase Price after Closing. At the
Closing, Buyer shall deliver a Promissory Note to the Seller
in the principal amount of the remaining balance of the
Purchase Price. Said Promissory Note shall bear interest at
the rate of eight (8%) percent per annum. The entire
outstanding principal balance and any interest accrued thereon
shall be due and payable no later than two (2) years from the
date of the Closing, on or before January 31, 2002. There
shall be no prepayment penalty for early payment of all or any
part of the amount due. However, ii substantially all of the
assets of Fresh Foods, Inc., or substantially all of the
voting stock of Fresh Foods, Inc.. are sold to a party
unrelated to James

<PAGE> 2

C. Richardson, Jr., then the entire amount due under the
provisions of the Promissory Note shall become due and payable
as of the closing of the Fresh Foods sale.

ARTICLE II.
DELIVERY OF STOCK IN ESCROW

2.2 Shares Transferred Directly to Buyer at Closing. At the Closing,
5,366 shares shall be conveyed directly to the Buyer.

2.3 Balance of Shares Delivered Upon Payment of Promissory Note. Upon
the payment of the balance of the Purchase Price under the terms of the subject
Promissory Note in the principal sum of $42,924.00, on or before the due date as
provided for in the said Promissory Note, the Escrow Agent shall deliver the
remaining balance of shares of Stock being sold hereunder, together with the
necessary stock transfer stamps duly affixed thereon, and all other documents
delivered to the Escrow Agent to effectively transfer such shares, to the Buyer.

2.4 Escrow Fees. The fees and all other expenses of the Escrow Agent
shall be paid by Buyer.

ARTICLE III.
CLOSING

The Closing of the transactions contemplated hereby shall occur on or
before February 11, 2000 (the "Closing") at the law offices of Tate, Young,
Morphis, Bach & Taylor, LLP, 400 Second Avenue NW, Hickory, North Carolina, or
at such other time and place as the parties may mutually agree upon.

ARTICLE IV.
RIGHTS TO SELL STOCK OR ASSIGN DEBT

James C. Richardson, Jr., shall have the right to sell the stock that
is not subject to the Pledge Agreement and assign the indebtedness evidenced by
the Promissory Note set forth in Paragraph 1.2 hereinabove, provided that James
C. Richardson, Jr., remains as a Guarantor of

2
<PAGE> 3

payment and performance of the indebtedness and other conditions evidenced by
the Promissory Note and the provisions of Paragraph 1.2 are performed.

ARTICLE V.
DIVIDENDS DURING ESCROW

Any and all dividends paid on the Stock held by the Escrow Agent during
the term of the subject Promissory Note shall be the property of the Buyer.

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES

Seller represents and warrants as follows:

(a) Seller is the owner of, free and clear of any liens, encumbrances
and charges, and has full power to sell and transfer to Buyer the Stock.

ARTICLE VII.
DELIVERIES BY SELLER AT CLOSING

At the Closing, Seller shall deliver the following documents and
instruments:

(a) All stock certificates representing 10,731 shares of common
stock owned by Seller in the Corporation. Said certificates
shall be endorsed for transfer to Buyer, thereby transferring
the subject shares free and clear of any and all liens and
encumbrances;

(b) An Escrow Agreement containing standard terms and provisions
governing the duties and responsibilities of the Escrow Agent
and the parties with respect to that portion of the Stock
being held by the Escrow Agent; and

(c) Such other documents as may be reasonably necessary in the
opinion of Buyer to effectuate the transactions contemplated
by this Agreement.

ARTICLE VIII
DELIVERIES BY BUYER AT CLOSING

At the Closing, Buyer shall deliver the following:

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(a) The sum of Forty-Two Thousand Nine Hundred Twenty-Four Dollars
($42,924.00) in cash or certified funds as part of the
Purchase Price payable to the Seller;

(b) The Promissory Note in favor of Seller containing the terms
and provisions set forth in Section 1.3 hereof, a provision
permitting the Buyer to assign the debt to another, provided
the Buyer remains as a guarantor, and other standard and
customary terms of such a Promissory Note.

(d) Such other documents as may be reasonably necessary in the
opinion of Seller to effectuate the transactions contemplated
by this Agreement.

ARTICLE IX.
FILINGS AND REGISTRATION

Buyer agrees to perform and to pay for the costs and expenses required
in connection with any films and administration with the Securities and Exchange
Commission, the Corporation, and any and all other entities or agencies required
in order to close this transaction.

ARTICLE X.
BROKERAGE

Buyer and Seller represent that there are no brokerage or other
commissions due relative to the sale and transfer of the Stock by Seller to
Buyer.

ARTICLE XI.
RELEASES

(a) Release by Seller. For himself and his affiliates. related parties,
heirs, assigns, agents, servants and representatives (the "Elmore Group"),
Seller does hereby release and forever discharge and acquit the affiliates,
related parties, employees, officers, directors, shareholders, attorneys,
accountants. agents, servants, representatives, successors and assigns of Fresh
Foods, Inc. (the "Fresh Foods Entities"), Fresh Foods, Inc., and Buyer, his
affiliates, related parties, heirs, assigns, agents, servants and
representatives, from any and all claims, demands, actions, rights, causes of
action, obligations and liabilities, known and unknown (collectively "Claims")
that he or the Elmore Group or any of them has, could or may have against Fresh
Foods, Inc., Fresh Foods Entities and/or Buyer, from the beginning of time until
the date of this Agreement, including any and all Claims that have arisen, may
have arisen or might arise at any time in the future from the status of any of
them as a Company shareholder. Seller represents and warrants to Fresh Foods,
Inc. and Buyer that he has not assigned,

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transferred or conveyed in any manner all or any part of his Claims against
Fresh Foods, Inc., any of the Fresh Foods Entities, or Buyer. Seller further
represents and warrants to Fresh Foods, Inc., and Buyer that this Agreement is
the legal, valid and binding obligation of himself, enforceable against him
accordance with its terms.

(b) Release by Fresh Foods, Inc. and Buyer. Fresh Foods, Inc. and Buyer
do hereby release and forever discharge Seller from any and all Claims that
Fresh Foods, Inc. and/or Buyer has or may have against Seller from the beginning
of time until the date of this Agreement. Fresh Foods, Inc. and Buyer represent
and warrant to Seller that neither Fresh Foods, Inc, the Fresh Foods Entities,
nor Buyer have assigned, transferred or conveyed in any manner all of any part
of any Claim against Seller. Fresh Foods, Inc., and Buyer further represent and
warrant to Seller that this Agreement is the legal, valid and binding obligation
of Fresh Foods, Inc., and Buyer, enforceable against Fresh Foods, Inc. and Buyer
in accordance with its terms.

(c) Fresh Foods, Inc. Securities. Seller represents and wan-ants to
Fresh Foods, Inc. and Buyer that, other than the shares of Fresh Foods, Inc.,
common stock that he has unconditionally contracted to sell to Buyer, he does
not own any shares of common stock or other securities issued by Fresh Foods,
Inc. Except in the event of default by Buyer, Seller covenants and agrees with
Fresh Foods, Inc. that he will not at any time hereafter purchase or otherwise
acquire (so as to beneficiarily own) any security issued by Fresh Foods, Inc.

ARTICLE XII.
ENTIRE AGREEMENT

ARTICLE XIII.
GOVERNING LAW

This Agreement shall be consumed in accordance with and governed by the
laws of the State of North Carolina.

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IN WITNESS WHEREOF, the parties hereby have executed this Stock
Purchase Agreement by affixing their hands and seals hereto on the date first
above written.

SELLER:

/s/ John H. Elmore, Jr. (SEAL)
-------------------------------
John H. Elmore, Jr.

BUYER:

/s/ James C. Richardson, Jr. (SEAL)
-------------------------------
James C. Richardson, Jr.

FRESH FOODS, INC. (*)

By: /s/ David R. Clark
-------------------------------
David R. Clark, Vice-Chairman

(*) Fresh Foods, Inc. is a party to this
agreement for purpose of Article XI and for
no other purpose.