AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of January 4, 1998, by and between FOOD LION, INC., a corporation organized and existing under the laws of the State of North Carolina, United States of America, having its...

                          AGREEMENT
                              
                              
     THIS AGREEMENT (the "Agreement") is made and entered
into as of January 4, 1998, by and between FOOD LION, INC.,
a corporation organized and existing under the laws of the
State of North Carolina, United States of America, having
its principle offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxx Xxxxxxxx ("Food Lion") and ETABLISSEMENTS DELHAIZE
FRERES ET CIE "LE LION" S.A., a corporation organized under
the laws of Belgium, having its principle office at rue
Xxxxxxxx 00, 0000 Xxxxxxxx, Xxxxxxx (hereinafter referred to
as Delhaize).

                             RECITALS

     WHEREAS, Food Lion is engaged primarily in the
operation of supermarkets in the United States of America;

     WHEREAS, Delhaize through itself and its subsidiaries,
is engaged primarily in the operation of supermarkets
throughout the world;

     WHEREAS, Food Lion and Delhaize entered into that
certain License Agreement dated as of January 1, 1983
hereinafter referred to as the "1983 License Agreement" by
which Delhaize granted Food Lion a license under a trademark
comprised of the name Delhaize and a lion logo, registered
in Belgium, the Netherlands and Luxembourg, Benelux Trade
Xxxx No. 086048 and registered in the United States of
America, No. 1132312, together with the goodwill associated
therewith, said trademark and lion logo being referred to in
the 1983 License Agreement and herein as the "Trademark";

     WHEREAS, Pursuant to the 1983 License Agreement,
Delhaize also granted to Food Lion the exclusive right  to
use the lion logo in conjunction with Food Lion's trademarks
and service marks "Food Town," "Save-Rite" and "Food Lion,"
said combination of the lion logo and the trademarks and
service marks "Food Town," "Save-Rite" and "Food Lion" being
referred to in the 1983 License Agreement and herein as the
"New Trademarks";

     WHEREAS, Food Lion and Delhaize entered into that
certain License Agreement dated as of June 19, 1997
hereinafter referred to as the "1997 License Agreement" by
which Delhaize agreed to allow Food Lion to assign its
rights under the 1983 License Agreement to an indirect
wholly-owned subsidiary;

     WHEREAS, Food Lion desires to assign its rights under
the 1983 License Agreement to FL Food Lion, Inc.
(hereinafter referred to as "FL Food Lion"), an indirect
wholly owned subsidiary of Food Lion, and to obtain a
sublicense from FL Food Lion of said rights under the 1983
License Agreement;

     NOW, THEREFORE, in consideration of and subject to the
premises and the mutual agreements, terms and conditions
herein contained, the benefits to be derived therefrom, the
mutual cooperation and assistance between the parties, and
other good and valuable consideration, the receipt and the
sufficiency of which are hereby acknowledged, Food Lion and
Delhaize agree as follows;

     1.   Pursuant to paragraph 21 of the 1983 License
Agreement, Delhaize hereby agrees that:

          A.   Food Lion is permitted to assign its rights
under the 1983 License Agreement to FL Food Lion; and

          B.   Following consummation of the assignment of
Food Lion's rights under the 1983 License Agreement to FL
Food Lion, FL Food Lion is permitted to sublicense its
rights under the 1983 License Agreement to Food Lion.

     2.   Pursuant to paragraph 21 of the 1983 License
Agreement, this Agreement shall constitute Delhaize's prior
written consent to the transactions noted in paragraph 1.

     3.   The remaining provisions of the 1983 License
Agreement shall remain in full force and effect as written.

     4.   Delhaize shall be entitled, in its sole discretion
and without liability, to withdraw its consent as granted
herein, upon a change in control of FL Food Lion.  In the
event of a change in control of FL Food Lion, and upon
Delhaize's election to withdraw its consent hereunder, Food
Lion's rights under the 1983 License Agreement shall revert
back to Food Lion and the assignment and sublicense shall be
void.  Food Lion's rights under the 1983 License Agreement
shall not be affected by such withdrawal of consent.

     5.   This Agreement constitutes Delhaize's consent to
FL Food Lion's sublicensure of Food Lion's rights under the
1983 License Agreement to Food Lion alone.  FL Food Lion
shall not grant any further sublicenses of Food Lion's
rights under the 1983 License Agreement without Delhaize's
prior written consent.

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

                                   FOOD LION, INC.


                                   By:
                                      X.xx Vaucleroy

                                   ETABLISSEMENTS DELHAIZE
                                   FRERES ET CIE "LE LION" S.A.


                                   By:
                                      P.O. Beckers