EXHIBIT 10.35

                           ASSET PURCHASE AGREEMENT

      This Asset Purchase  Agreement (the  "Agreement")  is made this 20th day
of March,  1998, by Morrison  Health Care,  Inc., a Georgia  corporation  (the
"Buyer") and Spectra Services, Inc., a Delaware corporation (the "Company").

                                   RECITALS

      The  Company   desires  to  sell,   and  Buyer   desires  to   purchase,
substantially  all of the assets of the  Company  and the  business as a going
concern  (collectively,  the  "Business"),  for the  consideration  and on the
terms set forth in this Agreement.

                                  AGREEMENT

      The parties, intending to be legally bound, agree as follows:

                                1. DEFINITIONS

      For purposes of this  Agreement,  the following  terms have the meanings
specified or referred to in this Article 1:

      "Accounts Receivable" - as defined in Section 3.6.

      "Affiliate"  - with respect to an  individual,  any family  member,  any
Person that is directly or indirectly  controlled  by such  individual or such
individual's  family  members,  or any  Person  with  respect  to  which  such
individual,  or a member of such  individual's  family,  serves as a director,
officer, partner,  executor, or trustee (or similar capacity, and with respect
to any  Person  other  than  an  individual,  any  person  that  controls,  is
controlled by or under common  control with such Person,  and each Person that
serves as a  director,  officer,  partner,  executor  or trustee  (or  similar
capacity) of such Person.

      "Agreement" - as defined in the Preamble.

      "Applicable  Contract" - any  Contract  (a) under which the Business has
or may  acquire any rights,  (b) under  which the  Business  has or may become
subject to any  obligation or  liability,  or (c) by which the Business or any
of the Assets is or may become bound.

      "Assets"  - shall  mean all of the  assets  of the  Business  including,
without limitation,

            (a)   The  Company's   leasehold   interests  in  any   buildings,
facilities and other  structures or improvements  located at or related to the
Business;

            (b)   All  machinery,   equipment,  office  furniture  and  tools,
leasehold  improvements  and other  tangible  personal  property  owned by the
Company;

            (c)   All   franchises,    licenses,    permits,    consents   and
certificates of any regulatory,  administrative,  or other governmental agency
or body issued to or held by the Company related to the Business;

            (d)   All contracts, agreements, understandings,  contract rights,
license agreements,  purchase and sales orders and other executory commitments
of the Company,  including,  without  limitation,  all  management  or service
agreements.

            (e)   All  inventories  and supplies  located at or related to the
Business;

            (f)   All customer  lists,  vendor  lists,  distributor  or agency
agreements, catalogues, and advertising materials owned by the Company;

            (g)   The Company's books and records related to the Business;

            (h)   All prepaid  items  related to the Business that will accrue
to the Company's benefit;

            (i)   All accounts,  notes,  and other  receivables of the Company
or prepaid  accounts  or notes,  but only to the extent  such  receivables  or
payments  relate to services to be provided by the Business from and after the
Effective Date;

            (j)   The name "Spectra Services;" and

            (k)   All goodwill relating to the Business;

      provided,  however,  that Assets shall not include any  Excluded  Assets
held by the Company or any Company Plans.

      "Assumed  Liabilities" - the  liabilities and obligations of the Company
arising from and after the Effective Date under the Applicable Contracts,  and
such other liabilities as are set forth in Part 2.2 of the Disclosure Letter.

      "Balance Sheet" - as defined in Section 3.3.

      "Bill of Sale" - as defined in Section 2.5(a)(i).

      "Business" - as defined in the Recitals.

      "Buyer" - as defined in the Preamble.

      "Buyer's Closing Documents" - as defined in Section 4.2(a).

      "Closing" - as defined in Section 2.4.

      "Closing  Date" - the date and time as of  which  the  Closing  actually
takes place.

      "Company" - as defined in the Preamble.

      "Company  Plans"  -  any  (a)  "employee   welfare  benefit  plans"  and
"employee  pension  benefit  plans" as  defined  in  Section  3(1) and 3(2) of
ERISA;  or  (b)  any  other  pension,  profit  sharing,  retirement,  deferred
compensation,  stock  purchase,  stock  option,  incentive,  bonus,  vacation,
severance, disability, health, hospitalization,  automobile, fringe benefit or
other  employee  benefit plan or  arrangement,  whether  written or unwritten,
formal or  informal,  which the Company  maintains or to which the Company has
any  outstanding  present  or  future  obligation  to  contribute  or to  make
payments under.

      "Company's Closing Documents" - as defined in Section 3.2(a).

      "Competing Business" - as defined in Section 3.24.

      "Contemplated  Transactions" - all of the  transactions  contemplated by
this  Agreement,  including:  (a) the  sale of the  Business by the Company to
Buyer;  (b) the  execution,   delivery,  and  performance  of  the  Employment
Agreements,  the Noncompetition Agreements, the Earnout Agreement and the Bill
of Sale;  (c) the  performance  by Buyer and the  Company of their  respective
covenants and obligations  under this Agreement;  and (d) Buyer's  acquisition
and ownership of the Business.

      "Contract"  -  any  agreement,   contract,   obligation,   promise,   or
undertaking  (whether  written or oral and whether express or implied) that is
legally binding.

      "Copyrights" - as defined in Section 3.20(a)(ii).

      "CPR" - as defined in Section 11.2(b).

      "Damages" - as defined in Section 10.2.

      "Disclosure  Letter" - the disclosure letter delivered by the Company to
Buyer concurrently with the execution and delivery of this Agreement.

      "Dispute" - as defined in Section 11.1.

      "Earnout Agreement" - as defined in Section 2.5(a)(v).

      "Effective  Date" - March 1, 1998,  which shall be the effective date of
the Closing.

      "Employment Agreements" - as defined in Section 2.5(a)(ii).

      "Encumbrance"  -  any  charge,   claim,   community  property  interest,
condition,  equitable interest, lien, option, pledge, security interest, right
of first refusal,  or restriction  of any kind,  including any  restriction on
use, voting,  transfer,  receipt of income, or exercise of any other attribute
of ownership.

      "Environment" - soil, land surface or subsurface strata,  surface waters
(including navigable waters, ocean waters,  streams,  ponds,  drainage basins,
and wetlands), groundwaters,  drinking water supply, stream sediments, ambient
air   (including   indoor  air),   plant  and  animal  life,   and  any  other
environmental medium or natural resource.

      "Environmental,  Health,  and Safety  Liabilities" - any cost,  damages,
expense, liability,  obligation, or other responsibility arising from or under
Environmental  Law or  Occupational  Safety and Health  Law  including  fines,
penalties,  financial  responsibility  for cleanup costs,  corrective  action,
removal,  remedial  actions and response  actions,  and any other  compliance,
corrective,   investigative   or   remedial   measures   required   under  any
Environmental   Law  or   Occupational   Safety  and  Health  Law.  The  terms
"removal,"  "remedial," and "response action," include the types of activities
covered   by  the  United   States   Comprehensive   Environmental   Response,
Compensation,  and  Liability  Act,  42   U.S.C.  Section  9601  et seq.,   as 
amended ("CERCLA").

      "Environmental  Law" - any Legal Requirement that requires or relates to
releases of  pollutants or hazardous  substances  or materials,  violations of
discharge limits, or other prohibitions that relate to the Environment.

      "ERISA" - the  Employee  Retirement  Income  Security Act of 1974 or any
successor law, and  regulations  and rules issued  pursuant to that Act or any
successor law.

      "Excluded  Assets" - (a) all cash and  accounts  receivable  held by the
Company  related to services  rendered  prior to the Effective  Date,  (b) all
Company Plans, (c) the microwave,  (d) the refrigerator,  and (e) pictures and
other personal  effects  located at the Company's  principal place of business
in Naperville, Illinois.

      "Facilities"  -  any  real  property,  leaseholds,  or  other  interests
currently  or formerly  owned or  operated  by the Company and any  buildings,
plants,  structures,  or equipment  (including  motor  vehicles)  currently or
formerly owned or operated by the Company.

      "GAAP"  -  generally  accepted  United  States  accounting   principles,
applied  on a basis  consistent  with the basis  which the  Balance  Sheet and
other financial statements referred to in Section 3.3 were prepared.

      "Governmental  Authorization" - any approval,  consent, license, permit,
waiver,  or other  authorization  issued,  granted,  given,  or otherwise made
available by or under the  authority of any  Governmental  Body or pursuant to
any Legal Requirement.

      "Governmental Body" - any federal, state, local, municipal,  foreign, or
other  government;  or  governmental  or  quasi-governmental  authority of any
nature (including any governmental agency,  branch,  department,  official, or
entity and any court or other tribunal).

      "Hazardous  Materials"  - any waste or other  substance  that is listed,
defined,  designated,  or  classified  as,  or  otherwise  determined  to  be,
hazardous,  radioactive,  or toxic or a pollutant  or a  contaminant  under or
pursuant  to any  Environmental  Law,  including  any  admixture  or  solution
thereof,  and specifically  including petroleum and all derivatives thereof or
synthetic substitutes therefor and asbestos or asbestos-containing materials.

      "Initial Purchase Price" - as defined in Section 2.3.

      "Intellectual Property Assets" - as defined in Section 3.20(a).

      "Interest" - shall be the highest  one-year  rate  available at Citibank
for a cash or  certificate  of deposit  account as of the  Closing  Date to be
applied to the Conditional  Sales Price from the Closing Date through the date
that the Conditional Sales Price is paid to the Company.

      "IRC" - the  Internal  Revenue  Code of 1986 or any  successor  law, and
regulations  issued by the IRS  pursuant to the  Internal  Revenue Code or any
successor law.

      "IRS" - the United  States  Internal  Revenue  Service or any  successor
agency,  and, to the extent  relevant,  the United  States  Department  of the
Treasury.

      "Knowledge"  - an  individual  will be deemed to have  "Knowledge"  of a
particular  fact or other matter if: (a) such  individual is actually aware of
such fact or other matter;  or (b) with respect to an officer or director of a
Person,  a prudent  individual  acting in such  capacity  could  reasonably be
expected to discover or  otherwise  become  aware of such fact or other matter
in the ordinary  course of conducting his duties as an officer or director.  A
Person  (other than an  individual)  will be deemed to have  "Knowledge"  of a
particular  fact or other matter if any individual who is serving,  or who has
at any time served, as a director,  officer, partner,  executor, or trustee of
such Person (or in any similar  capacity)  has, or at any time had,  Knowledge
of such fact or other matter.

      "Legal  Requirement" - any federal,  state, local,  municipal,  foreign,
international,  multinational,  or other administrative  order,  constitution,
law, ordinance, principle of common law, regulation, statute, or treaty.

      "Marks" - as defined in Section 3.20(a)(i).

      "Mary Hospital Account" - the Little Company of Mary Hospital
(Evergreen Park, Illinois) account.

      "Mediation Request" - as defined in Section 11.2(b).

      "Noncompetition Agreements" - as defined in Section 2.5(a)(iii).

      "Occupational  Safety and Health Law" - any Legal  Requirement  designed
to provide safe and healthful  working  conditions and to reduce  occupational
safety and health hazards.

      "Order" - any award,  decision,  injunction,  judgment,  order,  ruling,
subpoena,  or  verdict  entered,  issued,  made,  or  rendered  by any  court,
administrative agency, or other Governmental Body or by any arbitrator.

      "Ordinary  Course of  Business"  - an action  taken by a Person  will be
deemed to have been taken in the  "Ordinary  Course of Business"  only if such
action is  consistent  with the past  practices of such Person and is taken in
the ordinary course of the normal day-to-day operations of such Person.

      "Organizational   Documents"   -   the   articles  or   certificate   of
incorporation  and the bylaws of a corporation and any amendment to any of the
foregoing.

      "Person"  -  any  individual,   corporation  (including  any  non-profit
corporation),  general  or limited  partnership,  limited  liability  company,
joint venture,  estate,  trust,  association,  organization,  labor union,  or
other entity or Governmental Body.

      "Proceeding" - any action, arbitration,  audit, hearing,  investigation,
litigation, or suit (whether civil, criminal,  administrative,  investigative,
or  informal)  commenced,  brought,  conducted,  or  heard  by or  before,  or
otherwise involving, any Governmental Body or arbitrator.

      "Purchase Price" - as defined in Section 2.3.

      "Release" - any spilling,  leaking, emitting,  discharging,  depositing,
escaping, leaching, dumping, or other releasing into the Environment,  whether
intentional or unintentional.

      "Replacement" - as defined in Section 11.9.

      "Representative"  - with respect to a particular  Person,  any director,
officer,  employee,  agent,  consultant,  advisor, or other  representative of
such Person, including legal counsel, accountants, and financial advisors.

      "Stock Option" - an option to purchase a designated  number of shares of
common  stock of the  Buyer,  $.01 par value per share.  All Stock  Options in
favor of any  employee  will vest and become  fully  exercisable  on the third
anniversary  of the date of grant  (provided that the option holder remains an
employee  of Buyer at that time) and expire on the  earlier of (i) ninety (90)
days following  termination of  employment,  or (ii) the tenth  anniversary of
the date of grant.  All Stock  Options  shall have an exercise  price equal to
the  closing  price of  Buyer's  common  stock on the day  before  the date of
grant;  provided  that if the day  before  the date of grant is not a  trading
day, the exercise  price shall be the closing price of Buyer's common stock on
the last previous trading day prior to the grant.

      "Tax" - all tax  (including  income tax,  capital gains tax, value added
tax,  sales tax,  property  tax,  gift tax or estate tax),  levy,  assessment,
tariff,  duty,  deficiency  or other  fee and any  related  charge  or  amount
(including fine,  penalty and interest)  imposed,  assessed or collected by or
under the authority of any Governmental Body.

      "Tax Return" - any return  (including any information  return),  report,
statement,  schedule,  notice,  form, or other document or  information  filed
with or  submitted  to, or  required  to be filed  with or  submitted  to, any
Governmental   Body  in  connection   with  the   determination,   assessment,
collection,  or payment of any Tax or in connection  with the  administration,
implementation,  or  enforcement of or compliance  with any Legal  Requirement
relating to any Tax.

      "Threatened" - a claim,  Proceeding,  dispute,  action,  or other matter
will be deemed to have been  "Threatened"  if any demand or statement has been
made  (orally  or in  writing)  or any  notice  has been  given  (orally or in
writing),  or if any other  event  has  occurred  or any  other  circumstances
exist,  that would lead a prudent Person acting in the capacity of such Person
to conclude that such a claim,  Proceeding,  dispute,  action, or other matter
is reasonably  likely to be asserted,  commenced,  taken, or otherwise pursued
in the future.

      "Trade Secrets" - as defined in Section 3.20(a)(iii).

            2. TRANSFER OF ASSETS AND ASSUMED LIABILITIES; CLOSING

      2.1   Agreement  to Sell and Purchase  Assets.  Subject to the terms and
conditions  of  this  Agreement,  at the  Closing,  the  Company  shall  sell,
transfer,  convey,  assign and  deliver to Buyer the  Assets,  and Buyer shall
purchase, acquire and accept from the Company the Assets.

      2.2   Assumed  Liabilities.  Subject to the terms and conditions of this
Agreement,  the  Company  shall  transfer  and  assign  to Buyer  the  Assumed
Liabilities  and Buyer  shall  assume  the  Assumed  Liabilities  and only the
Assumed Liabilities.

      2.3   Purchase Price. The purchase price (the "Purchase  Price") for the
Assets will be (a) $1,100,000  (the "Initial  Purchase  Price") payable at the
Closing;  plus (b) $400,000 on the terms and  conditions  set forth in Section
2.7 below (the  "Conditional  Purchase  Price");  plus (c) any and all amounts
payable  to the  Company  under  the  Earnout  Agreement;  plus or  minus  (d)
prorations  for Assets,  Assumed  Liabilities,  income and  expenses as of the
Effective Date.

      2.4   Closing.  The  purchase and sale (the  "Closing")  provided for in
this Agreement will take place at the offices of Nagle & Higgins,  P.C.,  1755
Park Street,  Suite 360,  Naperville,  Illinois at 10:00 a.m.  (local time) on
March 20,  1998,  or at such  other  time and place as the  parties  may agree
effective as of the Effective Date. Subject to the  provisions  of  Article 9,
failure to consummate the purchase and sale provided for in this Agreement on 
the date and time and at the place  determined  pursuant to this Section 2.4 
will not result in the termination of  this Agreement and will not relieve any
party of any obligation under this Agreement.

      2.5   Closing Obligations.  At the Closing:

            (a)   The Company will deliver to Buyer:

                  (i)   a bill of sale,  assignment and  assumption  agreement
            with  respect  to the Assets and the  Assumed  Liabilities  in the
            form of Exhibit  2.5(a)(i)  (the "Bill of Sale")  executed  by the
            Company;

                  (ii)  employment   agreements   in  the   form  of   Exhibit
            2.5(a)(ii),  executed  by James  W.  Hemphill  and  Mark  De Iorio
            (collectively, the "Employment Agreements");

                  (iii) noncompetition  agreements  in  the  form  of  Exhibit
            2.5(a)(iii),  executed  by James  W.  Hemphill  and Mark  De Iorio
            (collectively, the "Noncompetition Agreements");

                  (iv)  a  certificate  executed  by the Company to the effect
            that:  (A) each of the Company's  representations  and  warranties
            in this  Agreement  was accurate in all respects as of the date of
            this  Agreement  and is accurate in all respects as of the Closing
            Date  as if  made  on  the  Closing  Date;  and  (B)  each  of the
            covenants and  agreements of the Company to be performed  prior to
            the Closing Date has been duly  performed or complied  with by the
            Company;

                  (v)   the   earnout   agreement   in  the  form  of  Exhibit
            2.5(a)(v), executed by the Company (the "Earnout Agreement"); and

                  (vi)  the documents  contemplated by Section 7.5 hereof; and

            (b)   Buyer will deliver to the Company:

                  (i)   the  Initial  Purchase  Price,   plus  or  minus  such
            prorations  of Assets,  Assumed  Liabilities,  income and expenses
            from the Effective  Date to the Closing Date as may  reasonably be
            determined  and  agreed  to by the  parties  prior to the  Closing
            Date, by bank cashier's  check or by wire transfer to the accounts
            specified by the Company;

                  (ii)  a  certificate  executed by Buyer to the effect  that:
            (A)  each  of  Buyer's  representations  and  warranties  in  this
            Agreement  was  accurate  in all  respects  as of the date of this
            Agreement  and is accurate in all  respects as of the Closing Date
            as if made on the Closing Date;  and (B) each of the covenants and
            agreements of Buyer to be performed  prior to the Closing Date has
            been duly performed and complied with by Buyer;

                  (iii) the Bill of Sale, executed by Buyer;

                  (iv)  the Employment Agreements, executed by Buyer;

                  (v)   the Earnout Agreement, executed by Buyer; and

                  (vi)  the documents contemplated by Section 8.4 hereof.

      2.6   Post-Closing  Purchase  Price  Adjustment.  As soon as practicable
following  the  Closing  Date,  but in no event  later than  thirty  (30) days
following  the Closing  Date,  Buyer and the Company  shall  re-determine  all
prorations  of  Assets,  Assumed  Liabilities,  income and  expenses  from the
Effective  Date to the Closing  Date,  and shall settle any upward or downward
adjustments in the Purchase Price  required by such  re-determination.  If the
parties  cannot  reach  agreement  within such  thirty  (30) day  period,  the
dispute shall be settled pursuant to the provisions of Article 11 hereof.

      2.7   Conditional  Purchase Price Payment.  The Conditional Sales Price,
plus  Interest  thereon,  shall be paid by cashiers  check or wire transfer to
the Company as follows:

            (a)   If Little Company Mary Hospital ("Mary  Hospital")  rescinds
its  termination  of the Mary  Hospital  Account on or before  June 30,  1998,
within seven (7) days of receipt by the Company of such notice of  rescission;
or

            (b)   If Mary  Hospital  enters into a new  contract for a minimum
term of one (1) year with the  Company  on or  before  March 1,  1999,  within
seven (7) days of execution of such contract.

      If neither of the foregoing events occur,  then the Company shall not be
entitled to receive the Conditional Purchase Price.

               3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company represents and warrants to Buyer as follows:

      3.1   Organization and Good Standing.

            (a)   The  Company  is  a  corporation  duly  organized,   validly
existing,  and in good standing under the laws of the State of Delaware,  with
full corporate  power and authority to conduct its business as it is now being
conducted,  to own or use the properties and assets that it purports to own or
use, and to perform all its obligations  under the Applicable  Contracts.  The
Company is duly  qualified to do business as a foreign  corporation  and is in
good  standing  under the laws of each  state or other  jurisdiction  in which
either  the  ownership  or  use  of  its  properties,  or  the  nature  of the
activities  conducted by it, requires such qualification,  which jurisdictions
are set forth on Part 3.1 of the Disclosure Letter.

            (b)   The  Company   has   delivered   to  Buyer   copies  of  the
Organizational Documents of the Company, as currently in effect.

            (c)   The Company has no  subsidiaries  and no ownership  interest
      in any Person.

      3.2   Authority; No Conflict.

            (a)   The  Agreement  constitutes  the  legal,  valid and  binding
obligation of the Company,  enforceable against the Company in accordance with
its  terms,  and  upon  the  execution  and  delivery  by the  Company  of the
Employment  Agreements,  the  Earnout  Agreement,  the  Bill of  Sale  and the
Noncompetition Agreements  (collectively,  the "Company's Closing Documents"),
the Company's Closing Documents will constitute the legal,  valid, and binding
obligations of the Company,  enforceable  against it in accordance  with their
respective terms. The Company has the absolute and unrestricted  right, power,
authority,  and  capacity  to  execute  and  deliver  this  Agreement  and the
Company's  Closing  Documents  and  to  perform  its  obligations  under  this
Agreement and the Company's Closing Documents.

            (b)   Except  as  set  forth  in  Part 3.2(b)  of  the  Disclosure
Letter,  neither  the  execution  and  delivery  of  this  Agreement  nor  the
consummation  or performance  of any of the  Contemplated  Transactions  will,
directly or indirectly (with or without notice or lapse of time):

                  (i)   contravene,  conflict  with,  or result in a violation
            of:  (A) any  provision  of the  Organizational  Documents  of the
            Company;  or (B) any  resolution adopted by the board of directors
            or the stockholders of the Company;

                  (ii)  contravene,  conflict  with,  or result in a violation
            of, or give any  Governmental  Body or other  Person  the right to
            challenge any of the Contemplated  Transactions or to exercise any
            remedy or obtain any  relief  under any Legal  Requirement  or any
            Order to which the  Company or any of the  Assets may be  subject,
            the breach of which would result in Damages to Buyer;

                  (iii) contravene,  conflict  with,  or result in a violation
            of any of the terms or requirements  of, or give any  Governmental
            Body the right to revoke, withdraw,  suspend,  cancel,  terminate,
            or  modify,  any  Governmental  Authorization  that is held by the
            Business or that otherwise relates to any of the Assets;

                  (iv)  cause Buyer or the  Business to become  subject to, or
            to become  liable for the payment of, any Tax imposed with respect
            to the  transfer  of  the  Assets,  or  otherwise  imposed  on the
            Company;

                  (v)   contravene,  conflict  with,  or result in a violation
            or breach of any  provision  of, or give any  Person  the right to
            declare a default or exercise any remedy  under,  or to accelerate
            the  maturity  or  performance  of, or to  cancel,  terminate,  or
            modify, any Applicable Contract; or

                  (vi)  result  in  the   imposition   or   creation   of  any
            Encumbrance  upon or with  respect  to any of the  Assets  arising
            from any  mortgage,  lease,  contract or other  agreement to which
            the Company or any of its stockholders is a party.

      Except  as set  forth  in  Part 3.2(b)  of the  Disclosure  Letter,  the
Company  is not or will not be  required  to give any  notice to or obtain any
consent from any Person in connection  with the execution and delivery of this
Agreement  or the  consummation  or  performance  of  any of the  Contemplated
Transactions.

      3.3   Financial   Statements.   The  Company  has  delivered  to  Buyer:
unaudited  balance  sheets of the  Business  as at  December 31 in each of the
years 1995, 1996 and 1997 and the related  unaudited  statements of income and
changes  in  stockholders'  equity for each of the  fiscal  years then  ended,
including a balance  sheet of the Business as at December 31, 1997  (including
the notes  thereto,  the  "Balance  Sheet"),  and the  related  statements  of
income,  changes  in  stockholders'  equity  and cash  flow for the year  then
ended.  Such  financial  statements  and notes  fairly  present the  financial
condition and the results of operations,  changes in stockholders'  equity and
cash flow of the  Company as at the  respective  dates of and for the  periods
referred to in such financial  statements,  all in accordance  with GAAP, with
the following  exceptions:  (a) there are no notes;  (b) there are no accounts
receivable  reflected;   (c)  there  is  no  accrued  vacation reflected;  and
(d) depreciation  is  determined  on a tax  basis.  The  financial  statements
referred  to in  this  Section 3.3 reflect the consistent  application of such
accounting  principles  throughout the periods involved.

      3.4   Title to  Properties;  Encumbrances.  Part 3.4  of the  Disclosure
Letter  contains a  complete  and  accurate  list of all  leaseholds  or other
interests  therein  owned by the  Company.  The  Company  does not own and has
never  owned any real  property.  The  Company  owns all the  Assets  (whether
tangible or intangible)  including all of the properties and assets  reflected
in the  Balance  Sheet  (except  for  Assets  held  under  capitalized  leases
disclosed  or not  required to be  disclosed  in  Part 3.4  of the  Disclosure
Letter and personal  property  sold since the date of the Balance Sheet in the
Ordinary Course of Business),  and all of the properties and assets  purchased
or  otherwise  acquired by the Company  since the date of the Interim  Balance
Sheet  (except for personal  property  acquired and sold since the date of the
Balance  Sheet in the  Ordinary  Course of Business and  consistent  with past
practice).  All properties and assets  reflected in the Balance Sheet are free
and clear of all Encumbrances except for liens for current taxes not yet due.

      3.5   Condition  and  Sufficiency  of Assets.  Except  for the  vehicles
which  are  being  conveyed  in  their  "as is"  condition,  to the  Company's
Knowledge,  the Assets are in good  operating  condition  and repair,  and are
adequate  for the uses to which they are being put, and none of such Assets is
in need of  maintenance or repairs  except for ordinary,  routine  maintenance
and repairs  that are not  material in nature or cost.  The Assets  constitute
every thing that the Company used to conduct the Business.

      3.6   Accounts  Receivable.  All accounts  receivable  of the Company to
be conveyed  herein,  if any, relate to services to be provided from and after
the Effective Date.

      3.7   Inventory.  The only  inventory  of the  Company is  miscellaneous
office supplies.

      3.8   No  Undisclosed  Liabilities.  Except  as set forth in Part 3.8 of
the  Disclosure  Letter,  to  the  Company's  Knowledge,  the  Company  has no
liabilities  or  obligations  of any  nature  (whether  known or  unknown  and
whether absolute,  accrued,  contingent,  or otherwise) except for liabilities
or obligations  reflected or reserved against in the Balance Sheet and current
liabilities  incurred  in the  Ordinary  Course  of  Business  since  the date
thereof.

      3.9   Taxes.

            (a)   The  Company  has  elected and is, and has at all times been
fully  eligible to be taxed in accordance  with the provisions of subchapter S
of the IRC.
            (b)   The  Company  has filed or  caused to be filed,  on a timely
basis,  all Tax  Returns  that  are or were  required  to be  filed by or with
respect to it, either  separately  or as a member of a group of  corporations,
pursuant to  applicable  Legal  Requirements  (all of which returns were true,
correct and complete in all material  respects),  the failure of which to file
would  result in Damages to Buyer.  The Company has  delivered to Buyer copies
of, and Part 3.9 of the  Disclosure  Letter  contains a complete  and accurate
list of, all such Tax  Returns  filed for the past three  years.  The  Company
has paid,  or made  provision  for the  payment of, all Taxes that have or may
have become due  pursuant to those Tax  Returns or  otherwise,  or pursuant to
any assessment received by the Company.

            (c)   Except as  described in Part 3.9 of the  Disclosure  Letter,
the Company has not given or been  requested to give waivers or extensions (or
is or would be subject to a waiver or extension  given by any other Person) of
any statute of limitations  relating to the payment of Taxes of the Company or
for which the Business may be liable.

            (d)   There exists no proposed tax assessment  against the Company
except as  disclosed  in the Balance  Sheet or in  Part 3.9 of the  Disclosure
Letter.  No consent to the  application  of  Section 341(f)(2)  of the IRC has
been filed with  respect to any property or assets  held,  acquired,  or to be
acquired  by the  Company.  All Taxes that the  Company is or was  required by
Legal  Requirements  to  withhold  or  collect  have  been  duly  withheld  or
collected  and,  to  the  extent  required,  have  been  paid  to  the  proper
Governmental  Body or other  Person,  the  breach  of which  would  result  in
Damages to Buyer.

      3.10  No Material  Adverse Change.  Since the date of the Balance Sheet,
there has not been any material  adverse  change in the Business,  operations,
properties,  Assets,  or  condition  of the  Company,  and  to  the  Company's
Knowledge,  no event has occurred or  circumstance  exists with respect to the
Contracts or vendor  relationships that is reasonably likely to result in such
a material  adverse  change  other than those  events  which effect the health
care or food service industry as a whole.

      3.11  Employee Benefits.

            (a)   Part 3.11 of the Disclosure  Letter contains an accurate and
complete  description  of, and sets forth the annual amount  payable  pursuant
to, each Company Plan,  whether formal or informal,  relating to the Business.
The Company has no commitment,  whether formal or informal and whether legally
binding or not, to create any additional such plan or arrangement.

            (b)   The  Assets are not,  and the  Company  does not  reasonably
expect  them to become,  subject to a lien  imposed  under IRC  Section 412 or
ERISA Section 4068.

            (c)   Neither the Company nor any entity which  together  with the
Company is required to be treated as a single  employer  under IRC Section 414
has ever had and neither  currently  has any  obligation  to contribute to any
Multi-Employer Plan (as defined in ERISA Section 3(37).

            (d)   Neither the Company nor any entity which  together  with the
Company is required to be treated as a single  employer  under IRC Section 414
has ever maintained and does not currently  maintain any Company Plan which is
or was subject to Title IV of ERISA.

            (e)   The Company and each entity which  together with the Company
is  required  to be treated as a single  employer  under IRC  Section 414 have
complied with the continuation  coverage requirements of IRC Section 4980B and
ERISA  Sections  601  through  608  and  with  the  portability,   access  and
renewability  provisions of Subtitle K, Chapter 100 of the IRC and Section 701
et seq. of ERISA.

            (f)   No assets of the Company,  including the Assets,  have been,
and the Company does not  reasonably  expect them to be,  provided as security
to any Company Plan pursuant to IRC Section 401(a)(29).

            (g)   The  Company  has not  received  any notice of any  actions,
audits, or claims pending or to the Company's  Knowledge,  threatened  against
the Assets or the  Business  with  respect to the  maintenance  of any Company
Plans.

      3.12  Compliance with Legal Requirements; Governmental Authorizations.

            (a)   Except as set forth in Part 3.12 of the Disclosure Letter:

                  (i)   the   Company   is,   and  at  all  times   since  its
            incorporation  has  been,  in  full  compliance  with  each  Legal
            Requirement  that is or was  applicable to it or to the conduct or
            operation  of its  Business or the  ownership or use of any of the
            Assets, the breach of which would result in Damages to Buyer;

                  (ii)  no event has  occurred  or  circumstance  exists  that
            (with or without  notice or lapse of time) (A) may  constitute  or
            result in a violation  by the Company of, or a failure on the part
            of the Company to comply with, any Legal  Requirement,  or (B) may
            give  rise  to any  obligation  on the  part  of  the  Company  to
            undertake,  or to bear all or any  portion  of the  cost  of,  any
            remedial  action of any nature,  the breach of which would  result
            in Damages to Buyer; and

                  (iii) the  Company has not  received,  at any time since its
            incorporation,  any notice or other communication (whether oral or
            written) from any Governmental  Body or any other Person regarding
            (A) any actual,  alleged,  possible, or potential violation of, or
            failure to comply with, any Legal Requirement,  or (B) any actual,
            alleged,  possible,  or  potential  obligation  on the part of the
            Company to  undertake,  or to bear all or any  portion of the cost
            of, any remedial action of any nature.

            (b)   Part 3.12 of the Disclosure  Letter  contains a complete and
accurate list of each Governmental  Authorization  that is held by the Company
or  that   otherwise   relates  to  the  Business  or  to  the  Assets.   Each
Governmental  Authorization  listed or  required  to be listed in Part 3.12 of
the  Disclosure  Letter is valid and in full force and  effect.  Except as set
forth in Part 3.12 of the Disclosure Letter:

                  (i)   the   Company   is,   and  at  all  times   since  its
            incorporation  has been, in full  compliance with all of the terms
            and requirements of each Governmental  Authorization identified or
            required to be identified in Part 3.12 of the  Disclosure  Letter,
            the breach of which would result in Damages to Buyer;

                  (ii)  no event has occurred or circumstance  exists that may
            (with or  without  notice  or lapse of  time)  (A)  constitute  or
            result  directly or  indirectly  in a violation of or a failure to
            comply  with  any  term  or   requirement   of  any   Governmental
            Authorization  listed or required to be listed in Part 3.12 of the
            Disclosure  Letter,  or (B) result  directly or  indirectly in the
            revocation, withdrawal,  suspension,  cancellation, or termination
            of, or any modification to, any Governmental  Authorization listed
            or  required to be listed in Part 3.12 of the  Disclosure  Letter,
            the breach of which would result in Damages to Buyer;

                  (iii) the  Company has not  received,  at any time since its
            incorporation,  any notice or other communication (whether oral or
            written) from any Governmental  Body or any other Person regarding
            (A) any actual,  alleged,  possible,  or potential violation of or
            failure   to  comply   with  any  term  or   requirement   of  any
            Governmental   Authorization,   or  (B)  any   actual,   proposed,
            possible,   or  potential  revocation,   withdrawal,   suspension,
            cancellation,  termination of, or modification to any Governmental
            Authorization; and

                  (iv)  all  applications  required to have been filed for the
            renewal of the Governmental  Authorizations  listed or required to
            be listed in  Part 3.12  of the  Disclosure  Letter have been duly
            filed on a timely basis with the appropriate  Governmental Bodies,
            and all other  filings  required to have been made with respect to
            such Governmental  Authorizations  have been duly made on a timely
            basis  with the  appropriate  Governmental  Bodies,  the breach of
            which would result in Damages to Buyer.

      The  Governmental  Authorizations  listed in Part 3.12 of the Disclosure
Letter  collectively   constitute  all  of  the  Governmental   Authorizations
necessary  to permit the Company to lawfully  conduct and operate the Business
in the manner it  currently  conducts  and operates the Business and to permit
the  Company  to own and use the  Assets in the  manner in which it  currently
owns and uses such Assets.

      3.13  Legal Proceedings; Orders.

            (a)   Except as set forth in Part 3.13 of the  Disclosure  Letter,
the Company has not received any notice of any pending Proceeding:

                  (i)   that has been  commenced  by or against the Company or
            that  otherwise  relates  to or may  affect  the  Business  or the
            Assets; or

                  (ii)  that  challenges,  or that  may  have  the  effect  of
            preventing,  delaying,  making illegal,  or otherwise  interfering
            with, any of the Contemplated Transactions.

      To the Company's Knowledge,  (1) no such Proceeding has been Threatened,
and (2) no event has occurred or circumstance  exists that may give rise to or
serve as a basis for the commencement of any such Proceeding.  The Company has
delivered  to  Buyer  copies  of  all  pleadings,  correspondence,  and  other
documents  relating to each  Proceeding  listed in Part 3.13 of the Disclosure
Letter.  The  Proceedings  listed or required to be listed in Part 3.13 of the
Disclosure  Letter will not have a material  adverse  effect on the  business,
operations, assets, or condition, of the Company, the Business or the Assets.

            (b)   Except as set forth in Part 3.13 of the Disclosure Letter:

                  (i)   No  Order  has  been  received  by  the  Company  that
            relates to the Business or any of the Assets; and

                  (ii)  to the  Company's  Knowledge,  no  officer,  director,
            agent,  or  employee  of the  Company is subject to any Order that
            prohibits  such  officer,   director,   agent,  or  employee  from
            engaging  in or  continuing  any  conduct,  activity,  or practice
            relating to the Business.

      3.14  Absence  of Certain  Changes  and  Events.  Except as set forth in
Part 3.14 of the Disclosure  Letter,  since the date of the Balance Sheet, the
Company has  conducted  its business  only in the Ordinary  Course of Business
and there has not been any:

            (a)   amendment to the Organizational Documents of the Company;

            (b)   payment  or  increase   by  the  Company  of  any   bonuses,
salaries,  or other  compensation to any stockholder,  director,  officer,  or
(except  in the  Ordinary  Course  of  Business)  employee  or entry  into any
employment,  severance,  or similar  Contract with any director,  officer,  or
employee;

            (c)   adoption  of, or  increase  in the  payments  to or benefits
under, any Company Plan;
            (d)   damage to or  destruction  or loss of any personal  property
of the Company, whether or not covered by insurance,  materially and adversely
affecting the  properties,  Assets,  Business,  or financial  condition of the
Company;

            (e)   entry  into,   termination  of,  or  receipt  of  notice  of
termination   of   (i)   any   license,    distributorship,    dealer,   sales
representative,  joint  venture,  credit,  or similar  agreement,  or (ii) any
Contract or transaction  involving a total  remaining  commitment by or to the
Company of at least $5,000;

            (f)   sale,  lease, or other  disposition of any asset or property
of the  Company  or  mortgage,  pledge,  or  imposition  of any  lien or other
encumbrance on any asset or property of the Company;

            (g)   cancellation  or waiver of any claims or rights with a value
to the Company in excess of $5,000;

            (h)   change in the accounting methods used by the Company; or

            (i)   agreement,  whether  oral or  written,  by the Company to do
any of the foregoing.

      3.15  Contracts; No Defaults.

            (a)   Part 3.15(a) of the  Disclosure  Letter  contains a complete
and accurate  list,  and the Company have delivered to Buyer true and complete
copies, of:

                  (i)   each Applicable Contract that involves  performance of
            services or delivery of goods or  materials  by the Business of an
            amount or value in excess of $5,000;

                  (ii)  each Applicable Contract that involves  performance of
            services or delivery of goods or  materials  to the Business of an
            amount or value in excess of $5,000;

                  (iii) each Applicable  Contract that was not entered into in
            the Ordinary Course of Business and that involves  expenditures or
            receipts of the Business in excess of $5,000;

                  (iv)  each lease,  rental or occupancy  agreement,  license,
            installment and conditional  sale agreement,  and other Applicable
            Contract  affecting the  ownership  of,  leasing of, title to, use
            of, or any  leasehold  or other  interest in, any real or personal
            property  (except  personal  property  leases and  installment and
            conditional  sales agreements having a value per item or aggregate
            payments  of less  than  $5,000  and with  terms of less  than one
            year);

                  (v)   each licensing  agreement or other Applicable Contract
            with  respect  to  patents,   trademarks,   copyrights,  or  other
            intellectual  property,   including  agreements  with  current  or
            former  employees,   consultants,  or  contractors  regarding  the
            appropriation  or the  non-disclosure  of any of the  Intellectual
            Property Assets;

                  (vi)  each   collective   bargaining   agreement  and  other
            Applicable  Contract to or with any labor union or other  employee
            representative of a group of employees;

                  (vii) each joint venture,  partnership, and other Applicable
            Contract  (however named) involving a sharing of profits,  losses,
            costs, or liabilities by the Company with any other Person;

                  (viii)      each Applicable  Contract  containing  covenants
            that in any way purport to restrict the  business  activity of the
            Business  or limit the  freedom of the  Business  to engage in any
            line of business or to compete with any Person;

                  (ix)  each Applicable  Contract providing for payments to or
            by any Person based on sales,  purchases,  or profits,  other than
            direct payments for goods;

                  (x)   each power of  attorney  that is  currently  effective
            and outstanding;

                  (xi)  each  Applicable  Contract  entered into other than in
            the Ordinary  Course of Business  that contains or provides for an
            express   undertaking  by  the  Business  to  be  responsible  for
            consequential damages;

                  (xii) each Applicable  Contract for capital  expenditures in
            excess of $5,000;

                  (xiii)      each written  warranty,  guaranty,  and or other
            similar  undertaking  with  respect  to  contractual   performance
            extended  by the  Company  other  than in the  Ordinary  Course of
            Business; and

                  (xiv) each amendment,  supplement, and modification (whether
            oral or written) in respect of any of the foregoing.

            (b)   Except  as set  forth  in  Part  3.15(b)  of the  Disclosure
Letter,  each Contract identified or required to be identified in Part 3.15(a)
of the  Disclosure  Letter  is in full  force  and  effect  and is  valid  and
enforceable in accordance with its terms.

            (c)   Except  as set  forth  in  Part  3.15(c)  of the  Disclosure
Letter:

                  (i)   the  Company  is,  and  at  all  times  has  been,  in
            material  compliance with all applicable terms and requirements of
            each  Contract  under  which  it  has  or had  any  obligation  or
            liability  or by which it or any of the assets owned or used by it
            is or was bound, and any material non-compliance has been cured;

                  (ii)  each other  Person that has or had any  obligation  or
            liability  under any  Contract  under which the Company has or had
            any rights is, and at all times has been,  in material  compliance
            with all applicable terms and  requirements of such Contract,  and
            any previous non-compliance has been cured;

                  (iii) no event has  occurred  or  circumstance  exists  that
            (with  or  without  notice  or  lapse  of  time)  may  contravene,
            conflict  with, or result in a violation or breach of, or give the
            Company  or  other  Person  the  right to  declare  a  default  or
            exercise  any remedy  under,  or to  accelerate  the  maturity  or
            performance  of,  or  to  cancel,   terminate,   or  modify,   any
            Applicable  Contract; and

                  (iv)  the  Company  has not  given to or  received  from any
            other  Person,  at any time,  any  notice  or other  communication
            (whether  oral  or  written)   regarding   any  actual,   alleged,
            possible,  or potential  violation or breach of, or default under,
            any Contract.

            (d)   There are no renegotiations of, attempts to renegotiate,  or
outstanding  rights to renegotiate any material amounts paid or payable to the
Company  under  current or  completed  Contracts  with any Person  and, to the
Knowledge  of the  Company,  no such Person has made  written  demand for such
renegotiation.

      3.16  Insurance.  Except  as set  forth on Part  3.16 of the  Disclosure
Letter:

            (a)   All  policies  to  which  the  Company  is a  party  or that
provide coverage to the Company:  (i) are, to the Company's Knowledge,  valid,
outstanding, and enforceable;  (ii) are, to the Company's Knowledge, issued by
an insurer that is  financially  sound and  reputable;  (iii) to the Company's
Knowledge,  provide  adequate  insurance  coverage  for  the  Assets  and  the
Business  of the Company for all risks  normally  insured  against by a Person
carrying  on  the  same  business  as the  Company;  (iv) are  sufficient  for
compliance with all Legal  Requirements  and Contracts to which the Company is
a party or by which it is bound,  the breach of which would  result in Damages
to Buyer; and (v) do not provide for any retrospective  premium  adjustment or
other experienced-based liability on the part of the Company.

            (b)   The Company has not  received (i) any refusal of coverage or
any notice that a defense  will be afforded  with  reservation  of rights,  or
(ii) any notice of  cancellation  or any other  indication  that any insurance
policy  is no longer in full  force or effect or will not be  renewed  or that
the issuer of any policy is not  willing  or able to perform  its  obligations
thereunder.

            (c)   The Company has paid all premiums  due, and to the Company's
Knowledge has otherwise performed its obligations,  under each policy to which
it is a party or that provides coverage to the Company.

            (d)   The  Company  has given  notice to the  insurer of all known
claims that may be insured thereby.

      3.17  Environmental  Matters.  Except  as set  forth in part 3.17 of the
Disclosure Letter:

            (a)   The  Company  is,  and  at  all  times  has  been,  in  full
compliance  with, and has not been and is not in violation of or liable under,
any Environmental  Law. The Company has no basis to expect,  nor has it or any
other  Person  for  whose  conduct  they are or may be held to be  responsible
received,  any actual or Threatened order, notice, or other communication from
(i) any  Governmental  Body or private citizen acting in the public  interest,
or (ii) the  current or prior  owner or  operator  of any  Facilities,  of any
actual or  potential  violation  or failure to comply  with any  Environmental
Law, or of any actual or  Threatened  obligation to undertake or bear the cost
of any  Environmental,  Health,  and Safety Liabilities with respect to any of
the Facilities or any other properties or assets used by the Company.

            (b)   There  are  no  pending  or,  to  the  Company's  Knowledge,
Threatened  claims,  Encumbrances,   or  other  restrictions  of  any  nature,
resulting from any  Environmental,  Health,  and Safety Liabilities or arising
under or pursuant to any  Environmental  Law, with respect to or affecting any
of the Facilities or any other properties and assets used by the Company.

            (c)   The  Company has not  received  nor has any basis to expect,
any citation,  directive,  inquiry, notice, Order, summons,  warning, or other
communication that relates to Hazardous Materials, or any alleged,  actual, or
potential  violation  or failure to comply with any  Environmental  Law, or of
any alleged,  actual, or potential obligation to undertake or bear the cost of
any  Environmental,  Health, and Safety Liabilities with respect to any of the
Facilities  or any other  properties  or assets used by the  Company,  or with
respect to any property or facility to which  Hazardous  Materials  generated,
manufactured,  refined,  transferred,  imported,  used,  or  processed  by the
Company,  or any  other  Person  for  whose  conduct  they  are or may be held
responsible,  have been transported,  treated,  stored, handled,  transferred,
disposed, recycled, or received.

            (d)   The  Company  has  no  Environmental,   Health,  and  Safety
Liabilities with respect to the Facilities.

            (e)   There  are  no  Hazardous  Materials  present  on or in  the
Environment at the Facilities  except in full  compliance  with all applicable
Environmental Laws.

            (f)   There  has  been no  Release  or,  to the  Knowledge  of the
Company,  threat  of  Release,  of any  Hazardous  Materials  at or  from  the
Facilities  or at any other  locations  where  any  Hazardous  Materials  were
generated,  manufactured,  refined, transferred,  produced, imported, used, or
processed from or by the  Facilities,  or from or by any other  properties and
assets used by the Company.

            (g)   The Company has delivered to Buyer true and complete  copies
and results of any reports, studies,  analyses, tests, or monitoring possessed
or  initiated by the Company  pertaining  to  Hazardous  Materials  in, on, or
under the Facilities, or concerning compliance by the Company.

      3.18  Employees.

            (a)   Part  3.18  of  the  Disclosure   Letter  contains:   (i)  a
complete and accurate list of the following  information  for each employee or
director  of the  Company,  including  each  employee  on leave of  absence or
layoff status:  employer name; job title; current compensation paid or payable
and any change in  compensation  since January 1, 1996; and (ii) a list of all
written contracts of employment with the Company.

            (b)   To the Company's  Knowledge,  no employee or director of the
Company  is  a  party  to,  or  is  otherwise   bound  by,  any  agreement  or
arrangement,  including any employment,  confidentiality,  noncompetition,  or
proprietary rights agreement,  between such employee or director and any other
Person  ("Proprietary  Rights Agreement") that in any way adversely affects or
will  affect (i) the  performance  of his duties as an employee or director of
the  Company,  or (ii) the  ability of the  Company to conduct  its  business,
including  any  Proprietary  Rights  Agreement  with the  Company  by any such
employee or director.  To the Company's Knowledge,  no account managers of the
Business nor James  Hemphill,  Mark De Iorio or Elizabeth  Kolkman intends not
to accept employment with the Buyer following the Closing.

            (c)   There are no retired employees or directors of the Company.

      3.19  Labor  Relations;  Compliance.  The  Company  has not  been in the
past  and is not now a party  to any  collective  bargaining  or  other  labor
Contract.  There has not been,  there is not  presently  pending or  existing,
and to the  Company's  Knowledge  there  is not  Threatened,  (a) any  strike,
slowdown,  picketing,  work stoppage,  or employee grievance process,  (b) any
Proceeding  against or affecting the Company relating to the alleged violation
of any Legal Requirement  pertaining to labor relations or employment matters,
including  any  charge or  complaint  filed by an  employee  or union with the
National Labor Relations Board, the Equal Employment  Opportunity  Commission,
or any comparable Governmental Body,  organizational  activity, or other labor
or employment  dispute  against or affecting the Company or its premises,  the
breach of which would result in Damages to Buyer,  or (c) any  application for
certification of a collective  bargaining  agent. To the Company's  Knowledge,
no event has occurred or circumstance  exists that could provide the basis for
any  work  stoppage  or  other  labor  dispute.  There  is no  lockout  of any
employees by the Company,  and no such action is  contemplated by the Company.
The Company has complied in all respects with all Legal Requirements  relating
to employment, equal employment opportunity,  nondiscrimination,  immigration,
wages, hours, benefits,  collective bargaining, the payment of social security
and similar  taxes,  occupational  safety and health,  and plant closing where
the  failure of such  compliance  would  have an adverse  effect on the Buyer.
The  Company  is not  liable for the  payment  of any  compensation,  damages,
taxes, fines, penalties, or other amounts, however designated,  for failure to
comply with any of the foregoing Legal  Requirements where the failure of such
compliance would result in Damages to Buyer.

      3.20  Intellectual Property.

            (a)   Intellectual   Property  Assets.   The  term   "Intellectual
Property Assets" includes:

                  (i)   the  name  "Spectra  Services,  Inc.",  all  fictional
            business  names,   trading  names,   registered  and  unregistered
            trademarks,   service  marks,  and   applications   (collectively,
            "Marks");

                  (ii)  all   copyrights   in   both   published   works   and
            unpublished works (collectively, "Copyrights"); and

                  (iii) all    know-how,    trade    secrets,     confidential
            information,   customer  lists,   software,   recipes,   technical
            information,  data, process technology,  plans, drawings, and blue
            prints  (collectively,  the  "Trade  Secrets");  owned,  used,  or
            licensed by the Company as licensee or licensor.

            (b)   Agreements.  Part 3.20(b) of the Disclosure  Letter contains
a complete and accurate list and summary description,  including any royalties
paid  or  received  by  the  Company,   of  all  Contracts   relating  to  the
Intellectual  Property  Assets  to which  Company  is a party or by which  any
Company is bound,  except for any license implied by the sale of a product and
perpetual,  paid-up licenses for commonly  available  software programs with a
value of less than $5,000 under which the Company is the  licensee.  There are
no  outstanding  and, to the Company's  Knowledge,  no Threatened  disputes or
disagreements with respect to any such agreement.

            (c)   Know-How  Necessary  for  the  Business.   The  Intellectual
Property  Assets are all those used in the  operation of the Business as it is
currently  conducted.  The  Company  is the  owner of all  right,  title,  and
interest in and to each of the Intellectual  Property  Assets,  free and clear
of all liens, security interests, charges,  encumbrances,  equities, and other
adverse claims,  and has the right to use without payment to a third party all
of the Intellectual Property Assets.

            (d)   Patents.  The Company does not own any patents.

            (e)   Trademarks.  Other than a  common-law  trademark in the name
"Spectra Services," the Company does not own any trademarks.

            (f)   Copyrights.  The Company does not own any Copyrights.

            (g)   Trade Secrets.

                  (i)   The  Company  has  taken  reasonable   precautions  to
            protect  the  secrecy,  confidentiality  and  value  of its  Trade
            Secrets.

                  (ii)  To the  Company's  Knowledge,  the  Company  has  good
            title and an absolute  (but not  necessarily  exclusive)  right to
            use the  Trade  Secrets.  To the  Company's  Knowledge,  the Trade
            Secrets are not part of the public  knowledge or literature,  and,
            to the  Company's  Knowledge,  have not been  used,  divulged,  or
            appropriated  either  for  the  benefit  of any  Person  or to the
            detriment of the Company.  To the  Company's  Knowledge,  no Trade
            Secret is subject to any adverse  claim or has been  challenged or
            threatened in any way.

      3.21  Certain  Payments.  Except  as  set  forth  in  Part  3.21  of the
Disclosure Letter, since the Company's incorporation,  neither the Company nor
any director,  officer, agent, or employee of the Company, or any other Person
associated  with or acting for or on behalf of the  Company,  has  directly or
indirectly (a) made,  directly or indirectly,  any contribution,  gift, bribe,
rebate, payoff,  influence payment,  kickback, or other payment to any Person,
private  or  public,  regardless  of form,  whether  in  money,  property,  or
services,  in  violation of any Legal  Requirement  with respect to federal or
state laws,  rules or regulations  relating to payments to or from health care
providers or financial  reporting or  accounting  requirements  in  connection
therewith including without limitation  applicable medicare and medicaid laws,
rules and  regulations,  the breach of which would result in Damages to Buyer,
(b) received,  directly or  indirectly,  any rebates,  payments,  commissions,
promotional  allowances  or any  other  economic  benefits  from  any  vendor,
governmental  employee  or  other  Person  with  whom  the  Company  has  done
business,  directly  or  indirectly,  which  would  reasonably  be expected to
subject  the  Company  to any damage or  penalty  in any  civil,  criminal  or
governmental  litigation or proceeding,  or (c)  established or maintained any
fund or asset  that has not been  recorded  in the  books and  records  of the
Company.

      3.22  Fraud and Abuse;  Financial  Relationships.  The Company  does not
have  any  government  contract,  and the  Company  has not  made  any  claims
relating to Medicare, Medicaid CHAMPUS or other governmental reimbursements.

      3.23  Disclosure.

            (a)   To the Company's  Knowledge,  no  representation or warranty
of the Company in this  Agreement  and no statement in the  Disclosure  Letter
omits to state a material  fact  necessary  to make the  statements  herein or
therein,  in  light  of  the  circumstances  in  which  they  were  made,  not
misleading.

            (b)   No notice given  pursuant  to Section  5.6 will contain  any 
untrue  statement or omit to state a  material  fact  necessary  to  make  the  
statements  therein or in this Agreement,  in light  of the  circumstances  in
which  they  were  made,  not misleading.

            (c)   To the  Company's  Knowledge,  there  is no  fact  that  has
specific  application to the Company (other than general  economic or industry
conditions) that materially adversely affects the Assets, Business,  financial
condition,  or results of operations of the Company (on a consolidated  basis)
that has not been set forth in this Agreement or the Disclosure Letter.

      3.24  Relationships  with  Related  Persons.  Except for the  microwave,
refrigerator,  pictures and other  personal  effects  located at the principal
office of the  Company,  neither the Company nor any  Affiliate of the Company
has,  or in the past three (3) years has had,  any  interest  in any  property
(whether real,  personal,  or mixed and whether tangible or intangible),  used
in or  pertaining  to the  Business.  Neither the Company nor any Affiliate of
the  Company  owns,  or in the past  three  years has owned (of record or as a
beneficial  owner)  an  equity  interest  or any  other  financial  or  profit
interest  in,  a Person  that  has (i) had  business  dealings  or a  material
financial  interest in any  transaction  with the Company,  or (ii) engaged in
competition  with the  Company  with  respect to any line of the  products  or
services  of the  Company (a  "Competing  Business")  in any market  presently
served by the  Company  except for less than one  percent  of the  outstanding
capital  stock  of any  Competing  Business  that is  publicly  traded  on any
recognized exchange or in the over-the-counter  market. Except as set forth in
Part 3.23 of the Disclosure  Letter,  neither the Company nor any Affiliate of
the  Company  is a party  to any  Contract  with,  or has any  claim  or right
against, the Company.

      3.25  Brokers or  Finders.  The  Company  and its  Representatives  have
incurred no obligation or  liability,  contingent or otherwise,  for brokerage
or  finders'  fees  or  agents'   commissions  or  other  similar  payment  in
connection with the Contemplated Transactions.

                  4. REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to the Company as follows:

      4.1   Organization  and  Good  Standing.  Buyer  is a  corporation  duly
organized,  validly existing, and in good standing under the laws of the State
of Georgia.

      4.2   Authority; No Conflict.

            (a)   This Agreement  constitutes  the legal,  valid,  and binding
obligation of Buyer,  enforceable  against Buyer in accordance with its terms.
Upon  the  execution  and  delivery  by Buyer of the  Earnout  Agreement,  the
Employment  Agreements,  the  Bill of Sale and the  Noncompetition  Agreements
(collectively,   the  "Buyer's  Closing   Documents"),   the  Buyer's  Closing
Documents will constitute the legal,  valid, and binding obligations of Buyer,
enforceable  against Buyer in accordance with their  respective  terms.  Buyer
has the absolute and unrestricted  right,  power, and authority to execute and
deliver this  Agreement and the Buyer's  Closing  Documents and to perform its
obligations under this Agreement and the Buyer's Closing Documents.

            (b)   Except  as set forth in Part 4.2 of the  Disclosure  Letter,
neither  the  execution  and  delivery  of this  Agreement  by  Buyer  nor the
consummation or performance of any of the  Contemplated  Transactions by Buyer
will give any Person the right to prevent,  delay, or otherwise interfere with
any of the Contemplated Transactions pursuant to:

                  (i)   any provision of Buyer's Organizational Documents;

                  (ii)  any  resolution  adopted by the board of  directors or
            the shareholders of Buyer;

                  (iii) any Legal  Requirement  or Order to which Buyer may be
            subject; or

                  (iv)  any  Contract  to  which  Buyer is a party or by which
            Buyer may be bound.

      Except as set forth in Part 4.2 of the Disclosure  Letter,  Buyer is not
and will not be required to obtain any consent  from any Person in  connection
with the  execution  and  delivery of this  Agreement or the  consummation  or
performance of any of the Contemplated Transactions.

      4.3   Certain  Proceedings.  There  is no  pending  Proceeding  that has
been commenced  against Buyer and that  challenges,  or may have the effect of
preventing,  delaying,  making illegal, or otherwise  interfering with, any of
the Contemplated  Transactions.  To Buyer's Knowledge,  no such Proceeding has
been Threatened.

      4.4   Brokers  or  Finders.  Buyer  and  its  agents  have  incurred  no
obligation  or liability,  contingent or otherwise,  for brokerage or finders'
fees or agents'  commissions or other similar  payment in connection  with the
Contemplated Transactions.

                         5. COVENANTS OF THE COMPANY

      5.1   Access and  Investigation.  Between the date of this Agreement and
the Closing Date,  the Company will,  and will cause its  Representatives  to,
(a)  afford  Buyer  and  its  Representatives  full  and  free  access  to the
Company's  properties,  contracts,  books and records, and other documents and
data at the Company's  principal office in Naperville,  Illinois,  (b) furnish
Buyer and it  Representatives  with  copies of all such  contracts,  books and
records,  and  other  existing  documents  and  data as Buyer  may  reasonably
request,  and (c) furnish Buyer and its  Representatives  with such additional
financial,  operating,  and other data and information as Buyer may reasonably
request.

      5.2   Operation  of  the   Businesses   of  the  Company.   Between  the
Effective Date and the Closing Date, the Company will:

            (a)   conduct  the  Business  only  in  the  Ordinary   Course  of
Business;

            (b)   use its good faith  efforts to  preserve  intact the current
business  organization  of the  Company,  keep  available  the services of the
current  officers,  employees,  and agents of the  Company,  and  maintain the
relations  and good  will with  suppliers,  customers,  landlords,  creditors,
employees, agents, and others having business relationships with the Company;

            (c)   confer  with  Buyer  concerning  operational  matters  of  a
material nature; and

            (d)   upon  request  of  Buyer,  report  to Buyer  concerning  the
status of the business, operations, and finances of the Company.

      5.3   No  Distributions.  Prior to the  Closing,  the Company  shall not
make or declare any dividend or  distribution to any of its  stockholders,  or
grant or declare any raises or bonuses to any employee of the Company,  except
in the Ordinary Course of Business,  and except for any  distributions  to Mr.
Hemphill of cash (which cash would otherwise  constitute an Excluded Asset) in
the form of salary or dividends.  Following the Closing,  the Company may make
distributions of the Purchase Price,  provided,  however,  that if the Company
distributes  some  or all of  the  Purchase  Price  to  its  shareholder,  the
shareholder  shall reimburse the Company for the amount of said  distributions
as may be  necessary  in order for the Company to pay any amounts due to Buyer
pursuant to this Agreement.

      5.4   Negative  Covenant.  Except as  otherwise  expressly  permitted by
this  Agreement,  between the date of this Agreement and the Closing Date, the
Company will not,  without the prior  consent of Buyer,  take any  affirmative
action, or fail to take any reasonable action within its control,  as a result
of which any of the  changes  or events  listed in  Section  3.12 is likely to
occur.

      5.5   Required  Approvals.  As promptly as practicable after the date of
this  Agreement,   the  Company  will  make  all  filings  required  by  Legal
Requirements  to be  made  by it  in  order  to  consummate  the  Contemplated
Transactions.  Between the date of this  Agreement and the Closing  Date,  the
Company will (a)  cooperate  with Buyer with respect to all filings that Buyer
elects to make or is  required  by Legal  Requirements  to make in  connection
with the Contemplated Transactions,  and (b) cooperate with Buyer in obtaining
all consents  identified in Part 4.2 of the Disclosure  Letter;  provided that
this  Agreement  will not require the Company to dispose of or make any change
in any  portion  of its  business  or to incur  any  other  burden to obtain a
Governmental Authorization.

      5.6   Notification.  Between the date of this  Agreement and the Closing
Date,  the Company will  promptly  notify Buyer in writing if it becomes aware
of any fact or  condition  that causes or  constitutes  a Breach of any of the
Company's  representations and warranties as of the date of this Agreement, or
if the  Company  becomes  aware  of the  occurrence  after  the  date  of this
Agreement  of  any  fact  or  condition   that  would   (except  as  expressly
contemplated  by this  Agreement)  cause or  constitute  a Breach  of any such
representation  or warranty had such  representation  or warranty been made as
of the time of occurrence  or discovery of such fact or condition.  During the
same period,  the Company will promptly  notify Buyer of the occurrence of any
Breach of  any  covenant of the Company in this Article 5 or of the occurrence 
of  any  event that may make the  satisfaction  of the conditions in Article 7
impossible or unlikely.

      5.7   Payment of  Indebtedness by Related  Persons.  Except as expressly
provided in this Agreement,  the Company will cause all  indebtedness  owed to
the Company by the Company or any  Affiliate of the Company to be paid in full
prior to its due date.

      5.8   Name  Change.  As soon as  reasonable  practicable  following  the
Closing,  the Company shall change its name to a name not  containing the word
"Spectra"  or any  word  or  phrase  substantially  similar  to  "Spectra"  or
"Spectra Services."

      5.9   No  Negotiation.  Until the earlier of April 15, 1998 or such date
on which Buyer  notifies the Company that it has  abandoned  the  Contemplated
Transactions,  the Company shall deal  exclusively  with Buyer with respect to
the  Contemplated  Transactions  and the Company will not, and will direct its
representatives  not to, (a) solicit the  submission  of  proposals  or offers
from  any  person  relating  to  any  acquisition  or  purchase  of all or any
material  part  of  the  assets  or  stock  of  the  Company  or  any  merger,
consolidation   or  similar   transaction   with   respect  to  the   Company;
(b) participate in any discussions or negotiations  regarding,  or furnish any
information  to any other  person  other than the Company with respect to such
possible  transaction,  or (c)  enter  into any  agreement  or  understanding,
whether  oral or in  writing,  that  would  prevent  the  consummation  of the
Contemplated  Transactions.  If,  notwithstanding  the foregoing,  the Company
should  receive any such proposal from a third party or any inquiry  regarding
any such proposal, the Company shall promptly inform Buyer thereof.

                            6. COVENANTS OF BUYER

      6.1   Required  Approvals.  As promptly as practicable after the date of
this Agreement,  Buyer will make all filings required by Legal Requirements to
be made by it to consummate the  Contemplated  Transactions.  Between the date
of this  Agreement and the Closing Date,  Buyer will,  (a) cooperate  with the
Company  with  respect to all  filings  that the  Company is required by Legal
Requirements to make in connection  with the  Contemplated  Transactions,  and
(b) cooperate  with the Company in obtaining  all consents  identified in Part
3.2 of the  Disclosure  Letter;  provided that this Agreement will not require
Buyer to dispose of or make any change in any  portion of its  business  or to
incur any other burden to obtain a Governmental Authorization.

      6.2   Employment Matters.

            (a)   All  employees  of the Company who accept  Buyer's  offer of
employment  shall be eligible for  participation  in Buyer's  employee benefit
programs on the same terms and  conditions as similarly  situated  persons and
will  receive  credit for service  with the  Company  prior to the Closing for
participation  and vesting  purposes under Buyer's  employee  benefit programs
and  for  purposes  of   determining   paid-time  off  benefits  and  matching
contributions  under the Morrison  Health Care,  Inc. Salary Deferral Plan and
the Morrison Health Care, Inc. Deferred Compensation Plan.

            (b)   Each  full  time   employee   of  the  Company  who  accepts
employment  with Buyer (other than Mr. DeIorio and Mr.  Hemphill)  shall enter
into an  employment  agreement  with  Buyer  pursuant  to which,  among  other
things,  such individuals shall receive a Stock Option to purchase two hundred
(200) shares of Buyer's  Common  Stock upon the Closing.  Mr. De Iorio and Mr.
Hemphill  shall  receive  Stock  Options to purchase  that number of shares of
Buyer's Common Stock as set forth in their respective Employment Agreements.

      6.3   Post  Closing  Covenants.  Buyer  agrees  to  assume  all  of  the
Assumed Liabilities from and after the Closing Date.

            7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

      Buyer's  obligation  to  purchase  the  Business  and to take the  other
actions  required  to be  taken  by Buyer at the  Closing  is  subject  to the
satisfaction,  at or prior to the Closing, of each of the following conditions
(any of which may be waived by Buyer, in whole or in part):

      7.1   Accuracy    of    Representations.    All   of    the    Company's
representations  and warranties in this Agreement  (considered  collectively),
and each of these  representations and warranties  (considered  individually),
must  have  been  accurate  in all  material  respects  as of the date of this
Agreement,  and must be  accurate in all  material  respects as of the Closing
Date as if made on the Closing Date.

      7.2   The Company's Performance.

            (a)   All of the  covenants  and  obligations  that the Company is
required to perform or to comply with  pursuant to this  Agreement at or prior
to the Closing  (considered  collectively),  and each of these  covenants  and
obligations  (considered  individually),  must have been  duly  performed  and
complied with in all material respects.

            (b)   Each   document   required  to  be  delivered   pursuant  to
Section 2.5(a) must have been delivered.

      7.3   Due  Diligence.  Buyer  shall  have  completed  its due  diligence
inquiry into the business, affairs and financial condition of the Company.

      7.4   Consents.  Each of the  consents  identified  in  Part 3.2  of the
Disclosure  Letter,  and each consent identified in Part 4.2 of the Disclosure
Letter, must have been obtained and must be in full force and effect.

      7.5   Additional  Documents.  Each of the following  documents must have
been delivered to Buyer:

            (a)   an  opinion  of Nagle &  Higgins,  P.C.,  dated the  Closing
Date, in the form of Exhibit 7.4(a);

            (b)   estoppel  certificates  executed  on behalf of the  landlord
dated as of a date not more than twenty  (20) days prior to the Closing  Date,
in the form of Exhibit 7.4(b);

            (c)   such other  documents  as Buyer may  reasonably  request for
the purpose of (i) enabling  its counsel to provide the opinion referred to in
Section   8.4   (ii)   evidencing  the  accuracy  of  any  of  the   Company's 
representations  and  warranties,  (iii) evidencing   the performance  by  the
Company of, or   the  compliance by either  the Company  with, any covenant or  
obligation  required to be performed or complied  with by it, (iv)  evidencing 
the  satisfaction  of  any  condition  referred  to  in  this Section 7, or (v)
otherwise facilitating  the  consummation  or  performance  of any  of the  
Contemplated Transactions.

      7.6   No Proceedings.  Since the date of this Agreement,  there must not
have been  commenced  or  Threatened  against  Buyer,  or  against  any Person
affiliated  with Buyer,  any  Proceeding  (a) involving  any  challenge to, or
seeking  damages or other relief in connection  with, any of the  Contemplated
Transactions, or (b) that may have the effect of preventing,  delaying, making
illegal, or otherwise interfering with any of the Contemplated Transactions.

      7.7   No Claim Regarding  Stock  Ownership or Sale Proceeds.  There must
not have been made or Threatened by any Person any claim  asserting  that such
Person  (a) is  the  holder  or the  beneficial  owner of, or has the right to
acquire  or to  obtain  beneficial  ownership  of,  any stock of, or any other
voting,  equity, or ownership interest in, the Company,  or (b) is entitled to
all or any portion of the Initial Purchase Price payable for the Business.

      7.8   No Prohibition.  Neither the  consummation  nor the performance of
any of the  Contemplated  Transactions  will,  directly or indirectly (with or
without notice or lapse of time), materially contravene,  or conflict with, or
result in a material  violation  of, or cause  Buyer or any Person  affiliated
with  Buyer  to  suffer  any  material  adverse  consequence  under,   (a) any
applicable Legal  Requirement or Order, or (b) any Legal  Requirement or Order
that has been  published,  introduced,  or otherwise  formally  proposed by or
before any Governmental Body.

         8. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATION TO CLOSE

      The Company's  obligation to sell the Assets of the Business and to take
the other  actions  required  to be taken by the  Company  at the  Closing  is
subject  to the  satisfaction,  at or  prior  to the  Closing,  of each of the
following  conditions (any of which may be waived by the Company,  in whole or
in part):

      8.1   Accuracy of  Representations.  All of Buyer's  representations and
warranties  in this  Agreement  (considered  collectively),  and each of these
representations  and  warranties  (considered  individually),  must  have been
accurate in all material  respects as of the date of this  Agreement  and must
be accurate in all material  respects as of the Closing Date as if made on the
Closing Date.

      8.2   Buyer's Performance.

            (a)   All of the covenants and obligations  that Buyer is required
to perform or to comply  with  pursuant to this  Agreement  at or prior to the
Closing   (considered   collectively),   and  each  of  these   covenants  and
obligations (considered  individually),  must have been performed and complied
with in all material respects.

            (b)   Buyer must have delivered each of the documents  required to
be delivered by Buyer pursuant  to Section  2.5(b) and must have made the cash 
payments  required to be made by Buyer pursuant to Section 2.5(b)(i).

      8.3   Consents.  Each of the  consents  identified  in  Part  3.2 of the
Disclosure  Letter  must  have  been  obtained  and must be in full  force and
effect.

      8.4   Additional  Documents.   Buyer  must  have  caused  the  following
documents to be delivered to the Company;

            (a)   an opinion of Powell,  Goldstein,  Frazer & Murphy LLP dated
the Closing Date, in the form of Exhibit 8.4(a);

            (b)   stock  option  agreements  executed  by Buyer in the form of
Exhibit 8.4(b) with all employees of the  Company (other than Mr. De Iorio and 
Mr. Hemphill) who accept  employment with Buyer; and

            (c)   such other  documents as the Company may reasonably  request
for the purpose of (i) enabling their counsel to provide the opinion  referred
to in  Section 7.5(a),  (ii) evidencing  the accuracy of any representation or
warranty  of  Buyer,  (iii)  evidencing  the  performance  by Buyer of, or the
compliance by Buyer with, any covenant or obligation  required to be performed
or complied with by Buyer,  (iv) evidencing the  satisfaction of any condition
referred to in this Section,  or (v) otherwise  facilitating  the consummation
of any of the Contemplated Transactions.

      8.5   No Injunction.  There must not be in effect any Legal  Requirement
or any injunction or other Order that  (a) prohibits  the sale of the Business
by the Company to Buyer, and (b) has been adopted or issued,  or has otherwise
become effective, since the date of this Agreement.

                                9. TERMINATION

      9.1   Termination  Events.  This Agreement may, by notice given prior to
or at the Closing, be terminated:

            (a)   by either  Buyer or the Company if a material  Breach of any
provision  of this  Agreement  has been  committed by the other party and such
Breach has not been waived;

            (b)   by Buyer if any of the conditions in Section 7. CONDITIONS
PRECEDENT  TO BUYER'S  OBLIGATION  TO CLOSE has not been  satisfied  as of the
Closing Date or if satisfaction  of such a condition is or becomes  impossible
(other than through the failure of Buyer to comply with its obligations  under
this  Agreement)  and Buyer has not  waived  such  condition  on or before the
Closing Date;

            (c)    by the Company, if any of the conditions in Section 8.
CONDITIONS  PRECEDENT  TO THE  COMPANY'S  OBLIGATION  TO  CLOSE  has not  been
satisfied  of the Closing  Date or if  satisfaction  of such a condition is or
becomes  impossible  (other than  through the failure of the Company to comply
with its  obligations  under this  Agreement)  and the  Company has not waived
such condition on or before the Closing Date;

            (d)   by mutual consent of Buyer and the Company; or

            (e)   by  either  Buyer  or the  Company  if the  Closing  has not
occurred  (other than  through the failure of any party  seeking to  terminate
this Agreement to comply fully with its  obligations  under this Agreement) on
or before April 30, 1998, or such later date as the parties may agree upon.

      9.2   Effect of  Termination.  Each party's right of  termination  under
Section 9.1 Termination  Events. This Agreement  may, by notice given prior to
or at the Closing,  be  terminated:  is in addition to any other rights it may
have  under  this  Agreement  or  otherwise,  and the  exercise  of a right of
termination  will  not be an  election  of  remedies.  If  this  Agreement  is
terminated pursuant to Section 9.1  Termination Events. This Agreement may, by
notice  given  prior  to  or at  the  Closing,  be  terminated:,  all  further
obligations of the parties under this Agreement  will  terminate,  except that
the  obligations  in Sections 12.1 and 12.2 will survive;  provided,  however,
that if this  Agreement is  terminated by a party because of the Breach of the
Agreement by the other party or because one or more of the  conditions  to the
terminating  party's  obligations  under this  Agreement is not satisfied as a
result of the other party's failure to comply with its obligations  under this
Agreement,  the  terminating  party's right to pursue all legal  remedies will
survive such termination unimpaired.

                        10. INDEMNIFICATION; REMEDIES

      10.1  Survival;    Right   to   Indemnification   Not   Affected   by   
Investigation.  All representations,  warranties,  covenants,  and obligations
in this  Agreement,  the  Disclosure  Letter,  and any  other  certificate  or
document  delivered  pursuant to this Agreement will survive the Closing.  The
right to  indemnification,  payment of Damages or other  remedy  based on such
representations,  warranties,  covenants, and obligations will not be affected
by any  investigation  conducted with respect to the accuracy or inaccuracy of
or  compliance  with,  any  such  representation,   warranty,   covenant,   or
obligation.  The  waiver  of  any  condition  based  on  the  accuracy  of any
representation  or warranty,  or on the  performance of or compliance with any
covenant or obligation, will not affect the right to indemnification,  payment
of Damages, or other remedy if such  representations or warranties prove to be
inaccurate, or if such covenants and obligations prove to be nonfulfilled.

      10.2  Indemnification  and  Payment  of  Damages  by  the  Company.  The
Company will  indemnify and hold harmless Buyer for, and will pay to the Buyer
the amount of,  any loss,  liability,  claim,  damage,  or expense  (including
costs of investigation and defense and reasonable  attorneys'  fees),  whether
or not  involving a  third-party  claim  (collectively,  "Damages"),  arising,
directly or indirectly, from or in connection with:

            (a)   any Breach of any  representation  or  warranty  made by the
Company in this  Agreement,  the  Disclosure  Letter,  the  supplements to the
Disclosure  Letter,  or any other  certificate  or document  delivered  by the
Company pursuant to this Agreement;

            (b)   any Breach of any  representation  or  warranty  made by the
Company in this Agreement as if such  representation  or warranty were made on
and as of the Closing Date;

            (c)   any Breach by the Company of any covenant or  obligation  of
the Company in this Agreement;

            (d)   any  services  provided by the Company  prior to the Closing
Date; or

            (e)   any claim by any Person for  brokerage  or finder's  fees or
commissions  or similar  payments  based upon any  agreement or  understanding
alleged to have been made by any such  Person  with the Company (or any Person
acting on its behalf) in connection with any of the Contemplated Transactions.

      10.3  Indemnification   and  Payment   of  Damages  by  the  Company  -  
Environmental  Matters.   In addition  to  the provisions of Section 10.2, the 
Company will indemnify and hold  harmless  Buyer  for, and  will pay to  Buyer
the  amount  of,  any  Damages (including  costs of  cleanup, containment,  or
other remediation) arising, directly or indirectly, from or in connection with
any Environmental, Health, and Safety  Liabilities  arising out of or relating
to: (i) (A) the ownership, operation,  or  condition  at any time on or  prior
to the Closing  Date of any properties and assets used by the  Company, or any
Hazardous Materials or other contaminants that were present on such properties
and assets at any time on or prior to the Closing Date; or (ii) any  Hazardous
Materials  or other   contaminants,  wherever located,   that  were,  or  were
allegedly, generated,  transported,  stored,  treated,  Released, or otherwise
handled  by  the Company or by any  other Person for whose conduct they are or 
may be held responsible at any time on or prior to the Closing Date.

      10.4  Indemnification   and  Payment  of  Damages  by  the  Company  -  
Liabilities  which are not Assumed  Liabilities.  Notwithstanding  anything to
the  contrary  contained  herein,  (a) the  Company  will  indemnify  and hold
harmless  Buyer for,  and will pay Buyer the amount  of, any  Damages  arising
from  liabilities  or  obligations  of  the  Company  which  are  not  Assumed
Liabilities,  and  (b) such  indemnification  shall not be  limited in time or
amount or subject to any deductible or cap.

      10.5  Indemnification  and  Payment  of  Damages  by Buyer.  Buyer  will
indemnify  and hold  harmless  the  Company,  and will pay to the  Company the
amount of any Damages arising,  directly or indirectly,  from or in connection
with:

            (a)   any Breach of any  representation  or warranty made by Buyer
in this  Agreement or in any  certificate  delivered by Buyer pursuant to this
Agreement;

            (b)   any Breach of any  representation  or  warranty  made by the
Company in the  Agreement as if such  representation  or warranty were made on
and as of the Closing Date;

            (c)   any Breach by Buyer of any covenant or  obligation  of Buyer
in this Agreement;

            (d)   any  services  provided  by the  Buyer  from and  after  the
Closing Date;

            (e)   any claim by any Person for  brokerage  or finder's  fees or
commissions  or similar  payments  based upon any  agreement or  understanding
alleged to have been made by such Person  with Buyer (or any Person  acting on
its behalf) in connection with any of the Contemplated Transactions;

            (f)   any liabilities or obligations of the Buyer; or

            (g)   the Assumed Liabilities.

      10.6  Limitations  on  Indemnification.  Notwithstanding  the provisions
of  Sections 10.2,  10.3, 10.4, and 10.5 hereof, a party shall not be entitled
to be indemnified to the extent:

            (a)   that such party  acted in bad faith with  respect to a claim
or failed to reasonably attempt to mitigate damages with respect to a claim;

            (b)   that such party  receives  indemnity  and  collects  for any
Damages under the terms of any insurance policy then in force; or

            (c)   of the net amount of any income tax  deduction  available to
such party in the year in which the claim is made or any previous year.

      10.7  Time  Limitations.  If the Closing  occurs,  the Company will have
no liability  (for  indemnification  or otherwise) for a claim with respect to
any representation or warranty,  or covenant or obligation to be performed and
complied  with prior to the Closing  Date,  other than those in Sections  3.4,
3.9, 3.11 (with  respect to  matters  other  than Tax), 3.17,  3.21  and  3.22
unless  on  or  before  the  third anniversary  of  the  Closing  Date   Buyer
notifies  the  Company  of a  claim specifying the factual basis of that claim
in reasonable  detail to the extent then known by Buyer; a claim with  respect 
to Sections 3.9 or 3.11, shall  be  made  within  the  applicable  statute  of 
limitation for Tax matters;  a claim with respect to Sections  3.21 or 3.22 
shall be made within the applicable statute of limitations, provided, however,
that in no event  may such a claim be brought after  the  seventh  anniversary
of the Closing  Date; a claim with respect to Sections 3.4,  3.17,  or a claim
for indemnification or reimbursement based  upon any covenant or obligation to
be performed and complied with after the Closing Date, may be made at any time.
If the Closing occurs,  Buyer will have no liability (for  indemnification  or
otherwise)  with respect to any  representation  or  warranty,  or covenant or
obligation  to be  performed  and  complied  with prior to the  Closing  Date,
unless on or before the third  anniversary  from the Closing Date, the Company
notifies  Buyer of a claim  specifying  the  factual  basis  of that  claim in
reasonable detail to the extent then known by the Company, provided,  however,
that a claim for  indemnification  under  Section  10.5(f) or (g) shall not be
limited in time or amount or subject to any deductible or cap.

      10.8  Limitations on Amount - the Company.

            (a)   The Company will have no liability (for  indemnification  or
otherwise)  with  respect  to the  matters  described  in clause  (a),  clause
(b) or,  to the extent  relating to any failure to perform or comply  prior to
the Closing Date, clause (c) of Section 10.2 and Section 10.3 until the  total 
of all Damages with respect to such matters exceeds $15,000, and then only for
the  amount by which  such  Damages  exceed  $15,000.  However,  this  Section
10.8(a)  will  not  apply  to  any  intentional  Breach by the  Company of any  
representation,   warranty,   covenant   or   obligation  contained  in   this 
Agreement,  and the  Company  will be liable for all Damages  with  respect to
such Breaches.

            (b)   The maximum  liability  the Company shall have under Section
10.2 shall be the $500,000;  provided,  however, that the foregoing limitation
shall  not  apply  to  any   intentional   Breach  by  the   Company   of  any
representation,  warranty, covenant or obligation contained in this Agreement,
and the Company will be liable for all Damages with respect to such Breaches.

      10.9  Limitations  on Amount -  Buyers.  Buyer  will  have no  liability
(for  indemnification  or otherwise) with respect to the matters  described in
clause  (a) or (b) or, to the  extent  relating  to any  failure to perform or
comply prior to the Closing  Date, clause (c) of Section 10.5  until the total
of all Damages with respect to such  matters  exceeds  $15,000,  and then only
for the  amount by which  such  Damages exceed $15,000.  However, this Section
10.9  will not apply to any intentional Breach by Buyer of any representation,
warranty,  covenant  or obligation contained in this Agreement, and Buyer will 
be liable  for all Damages with respect to such Breaches.

      10.10 Procedure For Indemnification - Third Party Claims.

            (a)   Promptly  after  receipt  by  an  indemnified   party  under
Section 10.2, 10.4, 10.5 of  notice  of  the commencement  of  any  Proceeding  
against it, such indemnified  party will, if a claim is to be made  against an
indemnifying  party under such  Section, give notice to the indemnifying party
of the  commencement of such claim, but the failure to notify the indemnifying
party will not relieve  the  indemnifying party  of any  liability that it may 
have to any  indemnified  party,  except to  the extent  that the indemnifying 
party  demonstrates that the defense of such  action  is   prejudiced  by  the 
indemnifying party's failure to give such notice.

            (b)   If any Proceeding referred to in Section 10.10(a) is brought
against  an  indemnified   party  and  it  gives  notice  to  the indemnifying
party of the commencement of such  Proceeding,  the  indemnifying  party will,  
unless the claim involves Taxes, be entitled to participate in such Proceeding
and,  to  the  extent  that  it  wishes  (unless  (i)  the indemnifying  party
is also a party  to such  Proceeding  and the  indemnified  party   determines 
in  good  faith  that joint representation would be inappropriate, or (ii) the
indemnifying party fails to provide   reasonable assurance to the  indemnified
party  of its financial  capacity  to   defend  such  Proceeding  and  provide  
indemnification  with respect to such Proceeding),  to assume  the  defense of
such  Proceeding  with  counsel  satisfactory  to the indemnified  party  and,
after  notice  from  the  indemnifying  party to the indemnified  party of its
election to assume the defense  of  such  Proceeding, the  indemnifying  party
will not,  as long as it  diligently  conducts  such defense, be liable to the
indemnified party under this Section  10 for  any fees of other counsel or any 
other expenses with  respect to the  defense of such Proceeding,  in each case
subsequently incurred by the indemnified party in connection with the  defense
of such Proceeding, other than  reasonable  costs  of  investigation.  If  the 
indemnifying  party  assumes  the  defense  of a  Proceeding,  (i) it will  be
conclusively  established for purposes of this Agreement that the  claims made 
in that Proceeding are within the scope of and subject to indemnification; ii)
no compromise or settlement of such claims may be effected by the indemnifying
party without the  indemnified  party's consent unless (A) there is no finding
or admission of any  violation of Legal  Requirements  or any violation of the
rights  of any  Person  and no effect  on any  other  claims  that may be made
against the  indemnified  party,  and (B) the sole relief provided is monetary
damages  that  are  paid in full by the  indemnifying  party;  and  (iii)  the
indemnified  party will have no liability  with respect to any  compromise  or
settlement of such claims effected without its consent.  If notice is given to
an  indemnifying   party  of  the  commencement  of  any  Proceeding  and  the
indemnifying  party does not,  within ten days after the  indemnified  party's
notice is given,  give  notice to the  indemnified  party of its  election  to
assume the defense of such Proceeding,  the  indemnifying  party will be bound
by any  determination  made in such Proceeding or any compromise or settlement
effected by the indemnified party.

            (c)   Notwithstanding  the  foregoing,  if  an  indemnified  party
determines  in good  faith  that  there  is a  reasonable  probability  that a
Proceeding may adversely  affect it or its  affiliates  other than as a result
of monetary  damages for which it would be entitled to  indemnification  under
this  Agreement,  the  indemnified  party may,  by notice to the  indemnifying
party,  assume the  exclusive  right to  defend,  compromise,  or settle  such
Proceeding,  but the indemnifying party will not be bound by any determination
of a Proceeding so defended or any compromise or settlement  effected  without
its consent (which may not be unreasonably withheld).

      10.11 Procedure  for   Indemnification  -  Other  Claims.  A  claim  for
indemnification  for any  matter  not  involving  a  third-party  claim may be
asserted by notice to the party from whom indemnification is sought.

      10.12 Exclusive  Remedy.  The remedies provided in this Article 10 shall
be exclusive of and limit any other  remedies  that may be available at law or
in equity.


                            11. DISPUTE RESOLUTION

      11.1  Dispute Defined.  As used in this Agreement,  "Dispute" shall mean
any dispute or disagreement  between the Buyer and the Company  concerning the
interpretation of this Agreement,  the validity of this Agreement,  any breach
or  alleged  breach by any party  under  this  Agreement  or any other  matter
relating in any way to this Agreement.



      11.2  Dispute Resolution Procedures.

            (a)   If  a  Dispute   arises,   the  parties   shall  follow  the
procedures  specified in this Article 11. The parties shall  promptly  attempt
to resolve any Dispute by  negotiations  between  themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of any  Dispute  not
resolved  in the  normal  course of  business.  The  parties  shall  meet at a
mutually  acceptable  time and place within  fifteen (15)  calendar days after
delivery of such  notice,  and  thereafter  as often as they  reasonably  deem
necessary,  to  exchange  relevant  information  and to attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the parties  within  thirty
(30) calendar days of the disputing  party's notice, or if the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer or the Company may
initiate mediation as provided in Section 11.2(b) of this Agreement.  If a 
negotiator intends to be accompanied at a meeting by legal counsel, the other
negotiator shall be given at least three (3) business days' notice of such 
intention and may also be accompanied by legal counsel.
        
            (b)   If the  Dispute is not  resolved by negotiations pursuant to
Section 11.2(a), the parties shall attempt in good faith to  resolve any  such 
Dispute by  nonbinding  mediation.   Either  Buyer or the Company may initiate
a nonbinding  mediation  proceeding by a request in writing to the other party
(the "Mediation  Request"),  and both parties will then be obligated to engage
in a mediation.  The proceeding  will be conducted in accordance with the then
current Center for Public  Resources  ("CPR") Model Procedure for Mediation of
Business Disputes, with the following exceptions:

                  (i)   if the  parties  have not agreed  within  thirty  (30)
            calendar  days of the  Mediation  Request  on the  selection  of a
            mediator  willing to serve,  CPR, upon the request of either Buyer
            or the  Company,  shall  appoint  a member  of the CPR  Panels  of
            Neutrals as the mediator, and

                  (ii)  efforts to reach a settlement  will continue until the
            conclusion  of the  proceedings,  which  shall be  deemed to occur
            upon the earliest of the date that:  (A) a written  settlement  is
            reached,  or (B) the mediator concludes and informs the parties in
            writing  that  further  efforts  would not be  useful,  or (C) the
            parties agree in writing that an impasse has been reached,  or (D)
            a  period  of  sixty  (60)  calendar  days has  passed  since  the
            Mediation  Request  and  none  of  the  events  specified  in  the
            foregoing  clauses  (A),  (B) or (C) has  occurred.  No party  may
            withdraw before the conclusion of the proceeding.

            (c)   If a Dispute is not  resolved  by  negotiation  pursuant  to
Section 11.2(a) of  this  Agreement or by mediation pursuant to Section 11.2(b)
of this Agreement  within  one hundred (100) calendar days after initiation of 
the negotiation process pursuant to Section 11.2(a), such Dispute and any other
claims arising out of or relating to this Agreement shall be resolved pursuant
to Section 12.2(d).

            (d)   The parties shall submit the dispute to binding  arbitration
in accordance with the following procedures:

                  (i)   Any  arbitration   proceeding   shall  take  place  in
            Nashville,  Tennessee,  and shall be conducted in accordance  with
            the then current  rules of the  Nashville  Chapter of the American
            Arbitration Association.

                  (ii)  The  parties  shall have ten (10) days after the first
            to occur of the events in Sections  11.2(b)(ii) (B), (C) or (D) or
            Section  11.2(c)  to agree  upon an  arbitrator  to  conduct  such
            proceeding.  If the parties  fail to so agree within such ten (10)
            day  period,  then  within five (5) days after the end of such ten
            (10) day  period,  each  party  shall  select an  arbitrator  and,
            within  ten (10) days  after the end of such five (5) day  period,
            such two (2)  arbitrators  shall select a third  arbitrator.  Each
            arbitrator  shall have  professional  experience  relating  to the
            business,  accounting  or  legal  aspects  of the  subject  of the
            arbitration. No arbitrators  shall have any material  interest in
            the result of the  arbitration  or be, or shall ever have been, an
            affiliate,   equity   holder  or  creditor  of,  or  an  attorney,
            accountant,   agent  or   consultant,   for  any   Party  to  such
            arbitration proceeding.

                  (iii) Each  arbitration  proceeding  shall  start as soon as
            reasonably  practical  after the  selection of the  arbitrator(s).
            Specific timing,  including the setting of the dates for hearings,
            shall be subject to the mutual agreement of each party,  including
            the arbitrator(s);  provided, however, that if agreement cannot be
            reached  within a reasonable  time, the  arbitrator(s)  shall have
            the sole  authority to settle all timing  issues after taking into
            account  the  needs of each  party to  prepare  for,  resolve  and
            dispose of the matter as soon as reasonably practicable.

                  (iv)  The decision of the  arbitrator or, if there are three
            (3) arbitrators,  the decision of any two (2)  arbitrators,  shall
            be  final  and  binding  upon the  Parties,  and  judgment  may be
            entered upon any such decision in any court having jurisdiction.

                  (v)   Except as otherwise  specifically provided herein, all
            costs  incurred in  connection  with any  arbitration  proceeding,
            including  the  American   Arbitration   Association   fees,   the
            arbitrator(s)  fees,  the cost of  using  any  facilities  for the
            arbitration  hearings  and the  reasonable  fees and  expenses  of
            expert witnesses,  legal counsel and accountants of the prevailing
            party may be  included in whole or in part in the award to be paid
            by the non-prevailing party.

      11.3  Provisional   Remedies.   At  any  time   during  the   procedures
specified in Sections 11.2(a) and 11.2(b) of this Agreement, a party may seek a
preliminary injunction or other provisional judicial relief in its judgment such
action is necessary to avoid irreparable damage or to preserve the status quo.  
Despite such action, the parties will continue to participate in good faith in 
the procedures specified in Section 11.2(a) and 11.2(b).

      11.4  Tolling  Statute  of  Limitations.  All   applicable  statutes  of 
limitation and  defenses based upon the passage of time shall be tolled  while
the procedures  specified in Sections 11.2(a) and 11.2(b)of this Agreement are
pending.  The  parties  will  take  such  action,  if  any,  as is required to
effectuate such tolling.

      11.5  Performance  to  Continue.  Each party  shall  continue to perform
its or his obligations  under this Agreement and the Earnout Agreement pending
final resolution of any Dispute.

      11.6  Extension of Deadlines.  All  deadlines  specified in this Article
11 may be extended by mutual agreement between the parties.

      11.7  Enforcement.  The parties  regard the  obligations in this Article
11 to  constitute  an essential  provision of this  Agreement  and one that is
legally  binding on them.  In case of a violation of the  obligations  in this
Article  11 by  either  Buyer or the  Company,  the  other  party may bring an
action to seek  enforcement of such  obligations in the United States District
Court for the Middle District of Tennessee.

      11.8  Costs.  The parties shall pay their own costs,  fees, and expenses
incurred in connection with the  application  of  the  provisions  of sections 
11.2(a) and 11.2(b) of this  Agreement.  In addition, the fees and expenses of 
CPR  and the mediator in connection with the application of the provisions  of 
Section 11.2(b) of this Agreement  shall  be borne fifty percent (50%) by  the
Buyer and fifty percent (50%) by the Company.

      11.9  Replacement.  If CPR is no  longer  in  business  or is  unable or
refuses or declines to act or to continue to act under Section 11.2(b) of this
Agreement. for any reason, then the functions  specified in Section 11.2(b) to
be performed by CPR shall be performed by another Person engaged in a business
environment to that conducted by the CPR as is agreed upon by the Parties (the
"Replacement"). If the parties cannot agree on the identity of the Replacement
within  ten (10) calendar days,  after  a  Request, the  Replacement shall  be 
selected by the Chief  Judge of  the  United  States  District  Court for  the 
Northern District of Georgia upon  application.  If a Replacement is  selected 
by either means, Section 11.2(b) shall be deemed appropriately amended to refer
to such Replacement.

                            12. GENERAL PROVISIONS

      12.1  Expenses.   Except  as  otherwise   expressly   provided  in  this
Agreement,  each party to this  Agreement  will bear its  respective  expenses
incurred in connection  with the  preparation,  execution,  and performance of
this  Agreement  and the  Contemplated  Transactions,  including  all fees and
expenses of agents, representatives, counsel, and accountants.

      12.2  Public   Announcements.   Any  public   announcement   or  similar
publicity  with  respect to this  Agreement or the  Contemplated  Transactions
will be  issued,  if at  all,  at  such  time  and in  such  manner  as  Buyer
determines.  Unless  consented  to by Buyer  and the  Company  in  advance  or
required by Legal  Requirements,  prior to the Closing the parties  shall keep
this Agreement  strictly  confidential and may not make any disclosure of this
Agreement  to any Person  other than their  representatives.  The  Company and
Buyer  will  consult  with  each  other  concerning  the  means by  which  the
Company's employees,  customers, and suppliers and others having dealings with
the Company will be informed of the Contemplated Transactions,  and Buyer will
have the right to be present for any such communication.

      12.3  Confidentiality.  The Confidentiality  Agreement dated October 27,
1997,  executed  by Buyer shall  remain in full force and  effect,  and to the
extent the  following  does not  contradict  such  Confidentiality  Agreement,
between  the  date of this  Agreement  and the  Closing  Date,  Buyer  and the
Company will maintain in confidence,  and will cause the directors,  officers,
employees,  agents,  and  advisors  of Buyer and the  Company to  maintain  in
confidence,  any written  oral,  or other  information  obtained in confidence
from another  party or the Company in  connection  with this  Agreement or the
Contemplated  Transactions,  unless (a) such  information  is already known to
such  party  or to  others  not  bound  by a duty of  confidentiality  or such
information  becomes  publicly  available  through no fault of such party, (b)
the use of such  information  is necessary or appropriate in making any filing
or  obtaining  any consent or approval  required for the  consummation  of the
Contemplated  Transactions,  or (c) the furnishing or use of such  information
is  required  by  or  necessary  or  appropriate  in  connection   with  legal
proceedings.  If the  Contemplated  Transactions  are  not  consummated,  each
party will return or destroy as much of such written  information as the other
party may reasonably request.

      12.4  Notices.    All   notices,    consents,    waivers,    and   other
communications  under this  Agreement must be in writing and will be deemed to
have been duly given:

            (a)   when personally delivered;

            (b)   upon  delivery  by  United  States  Express  Mail  or  other
nationally  recognized  overnight  courier service which provides  evidence of
delivery when sent by such courier;

            (c)   five (5) days  after  posting  when  sent by  registered  or
certified mail, postage prepaid, return receipt requested; or

            (d)   upon   confirmation  of   transmission   when  delivered  by
facsimile  transmission,  provided a copy thereof is also delivered by regular
mail;

      in each case to the  appropriate  addresses  and  facsimile  numbers set
forth below (or to such other  addresses and facsimile  numbers as a party may
designate by notice to the other parties):

      Notice to the Buyer shall be sufficient if given to:

                  Morrison Health Care, Inc.
                  Suite 400
                  1955 Lake Park Drive, SE
                  Smyrna, Georgia  30080-3300
                  Attn:  General Counsel
                  Phone:  770-437-3300
                  Facsimile:  770-437-3342

      with a copy to:

                  Powell, Goldstein, Frazer & Murphy, LLP
                  191 Peachtree Street, N.E.
                  Sixteenth Floor
                  Atlanta, Georgia  30303
                  Attn.:  Thomas R. McNeill, Esq.
                  Phone:  404-572-6681
                  Facsimile:  404-572-6999

      Notice to the Company shall be sufficient if given to:

                  Spectra Systems, Inc.
                  300 East 5th Avenue
                  Suite 340
                  Naperville, Illinois  60563
                  Attn:  James W. Hemphill
                  Phone:  630-961-2555
                  Facsimile:  630-961-3785

      with a copy to:

                  Nagle & Higgins, P.C.
                  1755 Park Street
                  Suite 260
                  Naperville, Illinois  60563
                  Attn:  Brien J. Nagle
                  Phone  630-355-8100
                  Facsimile :  630-355-8185

      12.5  Further  Assurances.   The  parties  agree  (a)  to  furnish  upon
request to each other such further information,  (b) to execute and deliver to
each  other such other  documents,  and (c) to do such other acts and  things,
all as the other party may reasonably  request for the purpose of carrying out
the intent of this Agreement and the documents referred to in this Agreement.

      12.6  Waiver.  The rights and remedies of the parties to this  Agreement
are cumulative and not  alternative.  Neither the failure nor any delay by any
party in exercising  any right,  power,  or privilege  under this Agreement or
the documents  referred to in this  Agreement will operate as a waiver of such
right,  power,  or  privilege,  and no single or partial  exercise of any such
right,  power,  or privilege  will  preclude any other or further  exercise of
such right,  power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent permitted by applicable law, (a) no claim or
right  arising  out of this  Agreement  or the  documents  referred to in this
Agreement can be discharged by one party,  in whole or in part, by a waiver or
renunciation  of the  claim or right  unless  in  writing  signed by the other
party;  (b) no waiver that may be given by a party will be  applicable  except
in the  specific  instance  for which it is  given;  and  (c) no  notice to or
demand on one party  will be deemed to be a waiver of any  obligation  of such
party or of the  right of the  party  giving  such  notice  or  demand to take
further  action  without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.

      12.7  Entire Agreement and Modification.  This Agreement  supersedes all
prior  agreements  between the  parties  with  respect to its  subject  matter
(including the Letter of Intent between Buyer and the Company,  dated December
17, 1997, but excluding the Confidentiality  Agreement dated October 27, 1997)
and  constitutes  (along with the documents  referred to in this  Agreement) a
complete and  exclusive  statement of the terms of the  agreement  between the
parties with respect to its subject matter.  This Agreement may not be amended
except by a written  agreement  executed  by the party to be charged  with the
amendment.

      12.8  Disclosure Letter.

            (a)   The  disclosures in the  Disclosure  Letter must relate only
to the  representations  and  warranties  in the Section of the  Agreement  to
which they expressly  relate and not to any other  representation  or warranty
in this Agreement except that a disclosure may specifically  cross-reference a
duplicate disclosure.

            (b)   In the event of any inconsistency  between the statements in
the body of this Agreement and those in the  Disclosure  Letter (other than an
exception  expressly set forth as such in the  Disclosure  Letter with respect
to a specifically  identified  representation or warranty),  the statements in
the body of this Agreement will control.

      12.9  Assignments,   Successors,  and  No  Third-Party  Rights.  Neither
party may assign any of its rights  under  this  Agreement  without  the prior
consent of the other  parties  except  that Buyer may assign any of its rights
under this  Agreement to any  subsidiary  of Buyer.  Subject to the  preceding
sentence,  this  Agreement will apply to, be binding in all respects upon, and
inure to the benefit of the successors  and permitted  assigns of the parties.
Nothing  expressed or referred to in this  Agreement will be construed to give
any Person  other than the parties to this  Agreement  any legal or  equitable
right,  remedy,  or  claim  under or with  respect  to this  Agreement  or any
provision of this  Agreement.  This  Agreement and all of its  provisions  and
conditions  are for the sole and  exclusive  benefit  of the  parties  to this
Agreement and their successors and assigns.

      12.10 Severability.  If any provision of this  Agreement is held invalid
or unenforceable by any court of competent jurisdiction,  the other provisions
of this Agreement will remain in full force and effect.  Any provision of this
Agreement held invalid or unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      12.11 Section Headings,  Construction.  The headings of Sections in this
Agreement  are  provided  for  convenience   only  and  will  not  affect  its
construction  or  interpretation.  All  references  to "Section" or "Sections"
refer to the  corresponding  Section or Sections of this Agreement.  All words
used in this  Agreement  will be construed to be of such gender or number,  as
the  circumstances  require.  Unless otherwise  expressly  provided,  the work
"including" does not limit the preceding words or terms.

      12.12 Time of  Essence.  With  regard to all dates and time  periods set
forth or referred to in this Agreement, time is of the essence.

      12.13 Governing  Law.  This  Agreement  will be  governed by the laws of
the State of Illinois without regard to the laws of conflicts.

      12.14 Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which  will be  deemed to be an  original  copy of this
Agreement and all of which, when taken together,  will be deemed to constitute
one and the same agreement.


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

                                    BUYER:

                                    MORRISON HEALTH CARE, INC.

                                    By: /s/ John E. Fountain                  
                                    Name: John E. Fountain              
                                    Title: Vice President, General Counsel and
                                           Secretary

                                    THE COMPANY:

                                    SPECTRA SERVICES, INC.

                                    By: /s/ James W. Hemphill                 
                                    Name: James W. Hemphill             
                                    Title: President                          



      I, James W. Hemphill,  the sole shareholder of Spectra  Services,  Inc.,
hereby  agree  that in the event the  Company  distributes  some or all of the
Purchase  Price,  I shall  reimburse  the  Company  for  such  amount  of said
distributions  as may be necessary in order for the Company to pay any amounts
due to Buyer pursuant to the Agreement.


                                    /s/ James W. Hemphill               
                                    James W. Hemphill




/s/ Jarrett Franklin
Jarrett Franklin
WITNESS