CREDIT AGREEMENT


      THIS  CREDIT  AGREEMENT dated as of June  19,  1997  ("this
Agreement")  is entered into by MORRISON FRESH COOKING,  INC.,  a
Georgia corporation (the "Borrower") and AMSOUTH BANK OF ALABAMA,
an Alabama banking corporation (the "Lender").


                            Recitals

      A.   The Borrower has applied to the Lender for a revolving
credit facility in an aggregate principal amount outstanding  not
to  exceed $30,000,000 (the "Revolving Facility") the proceeds of
which are to be used by the Borrower for working capital, general
corporate  purposes and letters of credit issued in the  ordinary
course of business.

      B.    The  Lender is willing to make the Revolving Facility
available  to  the  Borrower only if,  among  other  things,  the
Borrower  enters into this Agreement and the other Loan Documents
(as hereinafter defined).


                           Agreement

      NOW, THEREFORE, in consideration of the foregoing Recitals,
and   to  induce  the  Lender  to  make  the  Revolving  Facility
available, the Borrower and the Lender agree as follows:


                           ARTICLE 1

                   RULES OF CONSTRUCTION AND
                          DEFINITIONS

      SECTION 1.1  For the purposes of this Agreement, except  as
otherwise  expressly  provided or unless  the  context  otherwise
requires:

           All accounting terms not otherwise defined herein have
     the  meanings assigned to them, and all computations  herein
     provided  or  shall  be made, in accordance  with  generally
     accepted  accounting  principles  applied  on  a  consistent
     basis.    All  references  herein  to  "generally   accepted
     accounting  principles"  refer to such  principles  as  they
     exist at the date of application thereof; provided, however,
     that   if   any  change  in  generally  accepted  accounting
     principles  after the Closing Date could, in the  reasonable
     judgment  of  the Lender, affect adversely the interests  of
     the  Lender  in  the  interpretation or calculation  of  the
     financial covenants or other provisions of this Agreement or
     the other Loan Documents, such change shall not be effective
     for  purposes of this Agreement or the other Loan  Documents
     unless  and until the provisions of this Agreement  and  the
     other  Loan  Documents that could be adversely  affected  by
     such change have been amended by the mutual agreement of the
     Borrower  and the Lender so as to insure that the  interests
     of the Lender will not be adversely affected by such change.

            All   references  in  this  Agreement  to  designated
     "Articles", "Sections" and other subdivisions or to lettered
     Exhibits   or  numbered  Schedules  are  to  the  designated
     Articles,  Sections and other subdivisions  hereof  and  the
     lettered  Exhibits  and  numbered Schedules  annexed  hereto
     unless   the  context  otherwise  clearly  indicates.    All
     Article,  Section,  other subdivision and  Exhibit  captions
     herein  are used for reference only and in no way  limit  or
     describe the scope or intent of, or in any way affect,  this
     Agreement.

           The terms "herein", "hereof" and "hereunder" and other
     words  of similar import refer to this Agreement as a  whole
     and   not  to  any  particular  Article,  Section  or  other
     subdivision.

           The  terms  "include," "including" and  similar  terms
     shall  be  construed as if followed by the  phrase  "without
     being limited to."

           The  terms  defined in this article have the  meanings
     attributed  to them in this article.  Singular  terms  shall
     include the plural as well as the singular, and vice  versa.
     Words of masculine, feminine or neuter gender shall mean and
     include the correlative words of other genders.

           All  recitals set forth in this Agreement  are  hereby
     incorporated in the operative provisions of this Agreement.

           No inference in favor of or against any party shall be
     drawn  from  the  fact that such party or  its  counsel  has
     drafted any portion hereof.

           All references herein to a separate instrument are  to
     such  separate  instrument as the same  may  be  amended  or
     supplemented  from time to time pursuant to  the  applicable
     provisions thereof.

           If the Borrower now or hereafter has any Subsidiaries,
     all  computations required in connection with the  covenants
     contained  in  Article  7 and all references  to  events  or
     conditions  having  a  "material  adverse  effect"  on   the
     Borrower shall be made for the Borrower and its Subsidiaries
     on  a  combined or consolidated basis, after elimination  of
     intercompany  items,  and all financial statements,  reports
     and certificates required hereunder shall be prepared on the
     same basis.

           Actual/360  Basis  shall mean a  method  of  computing
     interest  or  other charges hereunder on  the  basis  of  an
     assumed  year of 360 days for actual number of days elapsed,
     meaning that interest or other charges accrued for each  day
     will  be computed by multiplying the rate applicable on that
     day  by the unpaid principal balance (or other relevant sum)
     on that day and dividing the result by 360.

           Advance  shall  mean a borrowing under  the  Revolving
     Facility pursuant to Section 0.

          Affiliate of any specified person shall mean any person
     directly or indirectly controlling or controlled by or under
     direct  or  indirect  common  control  with  such  specified
     person.  For purposes of this definition "control" when used
     with  respect  to any specified person means  the  power  to
     direct  the management and policies of such person, directly
     or  indirectly,  whether  through the  ownership  of  voting
     securities,  by  contract  or  otherwise;  and   the   terms
     "controlling" and "controlled" have meanings correlative  to
     the foregoing.

            Agreement  shall  mean,  on  any  date,  this  Credit
     Agreement, as originally in effect on the Closing  Date  and
     as  thereafter  from  time  to time  amended,  supplemented,
     restated or otherwise modified and in effect on such date.

           Application shall have the meaning attributed to  that
     term in Section 0.

           Authorized  Representative shall mean the  officer  or
     officers of the Borrower that are duly authorized to act for
     the  Borrower in the specified capacity under the  Governing
     Documents of the Borrower or applicable law.

           Borrower  shall mean Morrison Fresh Cooking,  Inc.,  a
     Georgia corporation.

          Business Day shall mean (a) any day on which commercial
     banks are not authorized or required to close in Birmingham,
     Alabama and (b) if such day relates to the giving of notices
     or quotes in connection with a LIBOR Quote or to a borrowing
     of,  a payment or prepayment of principal of or interest on,
     or  an Interest Period for, a LIBOR-Based Rate Segment or  a
     notice  by  the Borrower with respect to any such borrowing,
     payment,  prepayment or Interest Period, any  day  on  which
     dealings  in Dollar deposits are carried out in  the  London
     interbank market.

           Capital  Expenditures shall mean any  expenditure  for
     fixed  assets  or  that  is properly chargeable  to  capital
     account  in  accordance with generally  accepted  accounting
     principles.

          Closing Date shall mean the date of this Agreement.

           Credit  Obligations shall mean the Revolving  Facility
     Obligations, the Letter of Credit Obligations and all  other
     obligations and debts owing to the Lender, and arising under
     the  terms of this Agreement, the Note, the Applications and
     the other Loan Documents, whether now or hereafter incurred,
     existing or arising, including the principal amount  of  all
     Advances,   all   Letter  of  Credit  Borrowings   and   all
     Reimbursement Obligations, any sums expended by  the  Lender
     in  exercising the rights and remedies described in  Section
     0,  all  accrued  interest  on  Advances  and  Reimbursement
     Obligations,  and  all  costs, fees,  charges  and  expenses
     incurred and payable in connection therewith, including fees
     payable  under  the  terms of, or in connection  with,  this
     Agreement,  all  other obligations and debts  owing  to  the
     Lender  arising  in  connection with, ancillary  to,  or  in
     support of Advances and Letter of Credit Borrowings, and all
     renewals, extensions, modifications and amendments of any of
     the  foregoing,  whether  or  not  any  renewal,  extension,
     modification   or  amendment  agreement   is   executed   in
     connection therewith.

           Debt  shall  mean (i) the Credit Obligations  and  all
     other  indebtedness,  whether or not represented  by  bonds,
     debentures, notes or other securities, for the repayment  of
     borrowed  money  or  for reimbursement of  drafts  drawn  or
     available  to be drawn under letters of credit and  banker's
     acceptances issued for the account of such person, (ii)  all
     indebtedness deferred for the payment of the purchase  price
     of property or assets purchased, (iii) all capitalized lease
     obligations,  (iv) all indebtedness secured by any  mortgage
     or  pledge of, or Lien on, property of such person,  whether
     or  not  the  indebtedness secured thereby shall  have  been
     assumed,  (v)  Guaranteed Obligations, (vi) all  obligations
     with  respect  to  any conditional sale  contract  or  title
     retention agreement, and (vii) all obligations with  respect
     to interest rate swap agreements.

          Default shall mean an Event of Default or an event that
     with  notice or lapse of time or both would become an  Event
     of Default.

            Dollars   and   the  symbol  $  shall  mean   dollars
     constituting  legal  tender for the payment  of  public  and
     private debts in the United States of America.

          EBITDA for any period shall mean Net Income (or the net
     deficit,  if expenses and charges exceed revenues and  other
     proper  income  credits) after taxes for such  period,  plus
     amounts  that have been deducted for (i) depreciation,  (ii)
     amortization,  (iii) Interest Expense and  (iv)  income  and
     profit taxes in determining Net Income for such period.

           EBITDAR for any period shall mean Net Income  (or  the
     net  deficit,  if expenses and charges exceed  revenues  and
     other  proper  income credits) after taxes for such  period,
     plus  amounts  that  have  been deducted  for  (i)  Interest
     Expense,  (ii) Operating Lease Payments, (iii) depreciation,
     (iv)  amortization  and  (v)  income  and  profit  taxes  in
     determining Net Income for such period.

            ERISA  shall  mean  the  Employee  Retirement  Income
     Security Act of 1974, as amended from time to time, and  the
     regulations promulgated and rulings issued thereunder.

           ERISA  Affiliate  shall mean,  as  of  any  date,  any
     corporation, partnership or other trade or business (whether
     or  not incorporated) under common control with the Borrower
     within  the  meaning of Sections 414(b), (c) or (m)  of  the
     Internal Revenue Code, as amended.

           Event  of  Default shall have the meaning assigned  to
     such term in Article 0 hereof.

           Fixed Charge Coverage Ratio shall mean as of the  last
     day of any fiscal quarter, beginning with the fiscal quarter
     ending August 31, 1997, the ratio of:

                      (i)   the  sum  of  (y)  EBITDAR  for   the
          applicable  period  then  ending  minus  (z)  dividends
          actually paid during such period; to

                     (ii) the aggregate (without duplication)  of
          the   following,  all  determined  in  accordance  with
          generally  accepted  accounting  principles   for   the
          applicable period then ending: (a) Interest Expense for
          such  period,  (b)  Operating Lease Payments  for  such
          period,  (c)  Principal Maturities (not  including  the
          Loans)  for  the  next succeeding four fiscal  quarters
          following the date of determination, and (d) 20% of the
          outstanding Loans during such period.

           Funded Debt shall mean all Debt maturing by its  terms
     more  than  one  year  after,  or  which  is  renewable   or
     extendible at the option of the obligor to a date more  than
     one  year  after, the date as of which Funded Debt is  being
     determined.

           Governing  Documents of the Borrower  shall  mean  all
     organizational  and  governing documents applicable  thereto
     including its articles of incorporation and bylaws, and  all
     applicable resolutions or other directions of the directors,
     shareholders,   officers,   or   other   relevant    persons
     comprising, owning, managing or operating the Borrower.

            Governmental  Authority  shall  mean  any   national,
     federal,   state,   county,  municipal  or   other   agency,
     authority, department, commission, bureau, board,  court  or
     instrumentality thereof.

           Governmental Requirements shall mean all laws,  rules,
     regulations,  requirements, ordinances, judgments,  decrees,
     codes and orders of any Governmental Authority applicable to
     the Borrower.

           Guaranteed  Obligations of any person shall  mean  all
     guaranties   (including   guaranties   of   guaranties   and
     guaranties  of  dividends and other  monetary  obligations),
     endorsement,  assumptions and other  contingent  obligations
     with respect to, or to purchase or otherwise pay or acquire,
     Debt of others.

           Hazardous  Material  shall mean (a)  any  asbestos  or
     insulation  or  other  material composed  of  or  containing
     asbestos  and  (b) any hazardous, toxic or dangerous  waste,
     substance  or  material defined as such in (or for  purposes
     of)  the  Comprehensive Environmental Response, Compensation
     and  Liability Act, any so-called "Superfund" or "Superlien"
     law,  or  any  other  Governmental  Requirement  regulating,
     relating  to, or imposing liability or standards of  conduct
     concerning,   any  hazardous,  toxic  or  dangerous   waste,
     substance or material as at the Closing Date or at any  time
     thereafter in effect.  This definition refers to the amounts
     of such waste, substance or material present at a particular
     facility  in excess of the reportable quantity or  threshold
     planning  quantity, if applicable, for such waste, substance
     or  material  as  may be listed in such act,  law  or  other
     Governmental   Requirement  described   in   the   foregoing
     sentence,  as at the Closing Date or at any time  thereafter
     in effect.

           Interest  Expense shall mean all interest incurred  on
     Debt (including obligations payable under capitalized leases
     attributable to interest) during the period in question.

           Interest  Period shall mean each period commencing  on
     the  date  a LIBOR Loan is made or the last day of the  next
     preceding Interest Period for such LIBOR Loan and ending  on
     the  numerically  corresponding day in  the  first,  second,
     third,  or sixth calendar month thereafter, as the  Borrower
     may select as provided in Section 0 hereof, except that each
     Interest Period that commences on the last Business Day of a
     calendar  month  (or  on  any day  for  which  there  is  no
     numerically corresponding day in the appropriate  subsequent
     calendar  month) shall end on the last Business Day  of  the
     appropriate subsequent calendar month.

     Notwithstanding  the foregoing: (i) if any  Interest  Period
     for any LIBOR Loan would otherwise end after the Termination
     Date,  such  Interest Period shall end  on  the  Termination
     Date; (ii) each Interest Period that would otherwise end  on
     a  day  which  is not a Business Day shall end on  the  next
     succeeding   Business  Day  (or,  if  such  next  succeeding
     Business Day falls in the next succeeding calendar month, on
     the  next preceding Business Day); and (iii) notwithstanding
     clauses (i) and (ii) above, no Interest Period for any LIBOR
     Loan  shall have a duration of less than one month  and,  if
     the Interest Period for any LIBOR Loan would otherwise be  a
     shorter  period,  such  LIBOR Loan shall  not  be  available
     hereunder for such period.

           Letter of Credit Borrowings shall mean as of any  date
     the  maximum  aggregate  amount that  the  Lender  could  be
     required  to pay under drafts that could be, or  have  been,
     properly  drawn in compliance with the terms of all  Letters
     of  Credit outstanding on such date, other than drafts  that
     have been drawn and paid.

           Letter of Credit Obligations shall mean (a) the Letter
     of  Credit  Borrowings and (b) the Reimbursement Obligations
     and  the  Borrower's other obligations under this  Agreement
     and  the  Applications with respect to Letters of Credit  or
     drawings made thereunder, including obligations with respect
     to  all  principal, interest, fees and other charges related
     thereto.

           Letters  of  Credit shall mean all letters  of  credit
     issued  on or after the Closing Date by the Lender  for  the
     account of the Borrower under this Agreement.

           Liabilities  shall mean all Debt and all  other  items
     (including  taxes accrued as estimated) that, in  accordance
     with  generally  accepted accounting  principles,  would  be
     included  in determining total liabilities as shown  on  the
     liabilities side of a balance sheet.

           LIBOR-Based Rate shall mean a rate per annum equal  to
     the LIBOR Quote plus the applicable Margin.

           LIBOR-Based Rate Segment shall mean a Segment to which
     the LIBOR-Based Rate is (or is proposed to be) applicable.

           LIBOR  Loans shall mean Loans on which interest  rates
     are determined on the basis of LIBOR-Based Rates.

           LIBOR  Quote shall mean, with respect to any  time  at
     which the LIBOR-Based Rate is to be determined, the rate  of
     interest determined by the Lender by reference to the Knight-
     Ridder  Money  Center reporting service or other  comparable
     financial information reporting service at the time employed
     by  the  Lender as of 10:00 a.m. (Birmingham, Alabama  time)
     two  (2)  Business  Days prior to the  commencement  of  the
     Interest  Period,  of  the cost of funds  available  to  the
     Lender  from the purchase on the London interbank market  of
     funds  in  the  form  of time deposits  in  Dollars  in  the
     approximate  amount of the Segment that is to bear  interest
     at the LIBOR-Based Rate, having a maturity comparable to the
     Interest Period during which the LIBOR-Based Rate is  to  be
     in effect, it being expressly understood that (1) the Lender
     may  not actually purchase any such time deposits and obtain
     such funds and (2) the LIBOR Quote will be an estimate,  and
     for   a   variety  of  reasons,  including  changing  market
     conditions, the actual cost of funds to the Lender  (if  the
     Lender elects to purchase funds in the form of time deposits
     on such date) might vary from the LIBOR Quote.

           LIBOR  Reserve  Requirement shall mean the  percentage
     (expressed  as  a  decimal)  prescribed  by  the  Board   of
     Governors  of the Federal Reserve System (or any successor),
     on the date on which the LIBOR-Based Rate is determined, for
     determining   the  reserve  requirements   of   the   Lender
     (including any marginal, emergency, supplemental, special or
     other reserves) with respect to liabilities relating to time
     deposits  purchased in the London interbank market having  a
     maturity  equal  to the period during which the  LIBOR-Based
     Rate will be in effect and in an amount equal to the Segment
     involved,  without any benefit or credit for any  proration,
     exemptions  or offsets under any now or hereafter applicable
     regulations.

           Lien  shall  mean  any mortgage,  pledge,  assignment,
     charge,  encumbrance, lien, security interest  or  financing
     lease.

          Loan Documents shall mean this Agreement, the Note, the
     Applications  and  all  other  agreements,  instruments  and
     documents  executed or delivered at any time  in  connection
     with the Credit Obligations, or to evidence or secure any of
     the Credit Obligations.

           Loans  shall mean the aggregate outstanding amount  of
     all  Advances, Letter of Credit Borrowings and Reimbursement
     Obligations, and all extensions and renewals thereof.

           Margin  shall  mean that percent per annum  set  forth
     below,  which  shall  be the Margin set forth  opposite  the
     Fixed Charge Coverage Ratio at the time of each such Advance
     as  determined based on the most recent financial statements
     furnished  to the Lender pursuant to Section 5.3 or  Section
     7.3 hereof:

                 Fixed                          Applicable
         Charge Coverage Ratio                   Margin  *

         >2.0:1                                   1.00%

         <2.0:1   31.55:1                         1.25%

         <1.55:1  31.35:1                         1.625%

         <1.35:1  31.15:1                        2.00%


           *   An additional 25 basis points will be added to the
     applicable  Margin if the ratio calculated with  respect  to
     the  financial covenant set forth in Section 7.8(2)  exceeds
     3.75  to  1.0 at any time; provided, however, if  the  ratio
     calculated  with respect to such financial covenant  exceeds
     3.75  to  1.0  at  any time after the fiscal quarter  ending
     August  31,  1998,  the default interest rate  described  in
     Section  3.5  shall  apply in lieu of  the  25  basis  point
     increase provided hereunder.

           Margin Stock shall have the meaning attributed to that
     term  in  Regulation  U  of the Federal  Reserve  Board,  as
     amended.

          Maximum Credit Amount shall mean the lesser of (a) 2.25
     times   Operating  Cash  Flow  of  the  Borrower   for   the
     immediately    preceding   four    fiscal    quarters    and
     (b) $30,000,000 or such lesser amount to which the Revolving
     Facility may have been reduced under Section 2.6 hereof.

          Multiemployer Plan shall mean a "multiemployer plan" as
     defined in Section 4001(a)(3) of ERISA.

           Net Income shall mean, for any period, net income  (or
     loss)  for  the  Borrower  for such  period,  determined  in
     accordance with generally accepted accounting principles.

          Net Worth shall mean, at any time, the net worth of the
     Borrower  at  such  time,  determined  in  accordance   with
     generally accepted accounting principles.

           Note  shall have the meaning assigned to such term  in
     Section 0 hereof.

           Operating  Cash Flow shall mean, for any  period,  the
     aggregate  of (a) Net Income, after taxes, for such  period,
     plus  (b) the sum of Interest Expense, federal, state, local
     and  other  income  taxes,  depreciation,  amortization   of
     intangible  assets,  and  extraordinary  losses  and   other
     noncash expenses or charges reducing income for such period,
     all  to the extent taken into account in the calculation  of
     Net  Income  for  such period, minus the  sum  of  dividends
     actually paid during such period and extraordinary gains and
     other noncash credits increasing income for such period, all
     to  the extent taken into account in the calculation of  Net
     Income for such period.

          Operating Lease Payments shall mean all amounts payable
     under  any lease or rental agreement (other than obligations
     under  capital  leases) during the period in  question  (but
     excluding, in any event, amounts paid in respect  of  taxes,
     utilities, insurance, common area maintenance and other like
     charges  associated with the lease and rental  of  real  and
     personal property).

            PBGC   shall   mean  the  Pension  Benefit   Guaranty
     Corporation and any successor thereto.

          Permitted Encumbrances shall mean:

           (1)  taxes, assessments and other governmental charges
     that  are not delinquent or that are being contested in good
     faith by appropriate proceedings duly pursued, and for which
     adequate  reserves  have  been  established  and  are  being
     maintained;

             (2)     mechanics',   materialmen's,   contractors',
     landlords'  or other similar liens arising in  the  ordinary
     course  of  business,  securing  obligations  that  are  not
     delinquent  or  that are being contested in  good  faith  by
     appropriate  action  or proceedings duly  pursued,  and  for
     which  adequate reserves have been established and are being
     maintained  to  the  extent required by  generally  accepted
     accounting principles;

          (3)  restrictions, exceptions, reservations, easements,
     conditions,  limitations and other matters of  record  other
     than Liens that do not materially adversely affect the value
     or  utility of the property affected thereby or the  use  to
     which such property is being put;

          (4)  Liens and other matters approved in writing by the
     Lender;

           (5)   Purchase money Liens, not exceeding the purchase
     price of the property securing the Lien and any refinancings
     of such amounts; and

          (6)  the existing Liens described in Exhibit A hereto.

               Permitted Investments shall mean:

           (1)  direct obligations of, or obligations the payment
     of  which is guaranteed by, the United States of America  or
     an interest in any trust or fund that invests solely in such
     obligations or repurchase agreements, properly secured, with
     respect to such obligations;

             (2)     direct    obligations   of    agencies    or
     instrumentalities of the United States of America  having  a
     rating of A or higher by Standard & Poor's Ratings Group  or
     A2 or higher by Moody's Investors Service, Inc.;

           (3)   a  certificate of deposit issued  by,  or  other
     interest-bearing  deposits  with,  a  financial  institution
     having  its principal place of business in the United States
     of  America  and  having equity capital  of  not  less  than
     $250,000,000;

           (4)   certificates  of deposit  issued  by,  or  other
     interest-bearing   deposits  with,   any   other   financial
     institution organized under the laws of the United States of
     America or any state thereof, provided that such deposit  is
     either   (i)  insured  by  the  Federal  Deposit   Insurance
     Corporation  or  (ii)  properly secured  by  such  financial
     institution  by pledging direct obligations  of  the  United
     States  of America having a market value not less  than  the
     face amount of such deposits;

          (5)  prime commercial paper maturing within 270 days of
     the  acquisition  thereof and, at the time  of  acquisition,
     having  a  rating  of  A-1 or higher by  Standard  &  Poor's
     Ratings  Group,  or  P-1  or  higher  by  Moody's  Investors
     Service, Inc.;

            (6)    eligible   banker's  acceptances,   repurchase
     agreements and tax-exempt municipal bonds having a  maturity
     of  less than one year, in each case having a rating of,  or
     that  is  the  full recourse obligation of  a  person  whose
     senior  debt  is  rated, A or higher by  Standard  &  Poor's
     Ratings  Group or A2 or higher by Moody's Investors Service,
     Inc.;

           (7)   any  other investment having a rating  of  A  or
     higher  or A-1 or higher by Standard & Poor's Ratings  Group
     or  A2  or  higher  or  P-1 or higher by  Moody's  Investors
     Service, Inc;

           (8)   other  investments made with the  express  prior
     written approval of the Lender;

           (9)   investments  in Subsidiaries or  resulting  from
     acquisitions permitted by Section 7.8(15) below;

           (10)  investments received in satisfaction of disputed
trade accounts; and

           (11)  other investments not to exceed $250,000 in  the
aggregate.

           person  (whether  or  not capitalized)  shall  include
     natural persons, sole proprietorships, corporations, trusts,
     unincorporated   organizations,   associations,   companies,
     institutions,   entities,   joint  ventures,   partnerships,
     limited liability companies and Governmental Authorities.

           Plan shall mean any "employee benefit plan" maintained
     by  or  on behalf of the Borrower or any ERISA Affiliate  as
     defined  in  Section  3(3) of ERISA, including  any  defined
     benefit  pension plan, profit sharing plan,  money  purchase
     pension  plan,  savings or thrift plan,  stock  bonus  plan,
     employee  stock ownership plan, Multiemployer  Plan  or  any
     plan,  fund, program, arrangement or practice providing  for
     medical       (including      post-retirement      medical),
     hospitalization,  accident,  sickness,  disability  or  life
     insurance benefits.

          Principal Maturities means principal maturing or coming
     due on Debt during the period in question.

          Principal Office shall mean the principal office of the
     Lender  located  at AmSouth-Sonat Tower, 1900  Fifth  Avenue
     North, Birmingham, Alabama 35203, or such other location  in
     Jefferson County, Alabama designated by the Lender by notice
     to the Borrower.

            Quarterly   Payment  Date  shall  have  the   meaning
     attributed to that term in Section 0.

          Quoted Cost of Funds Rate shall mean the per annum rate
     of  interest (rounded upwards, if necessary, to the  nearest
     1/100  of 1%) equal to the weighted average of the rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers  on
     such day, as published for such day (or, if such day is  not
     a  Business Day, for the immediately preceding Business Day)
     by  the Federal Reserve Bank of Atlanta, or, if such rate is
     not  so  published for any day that is a Business  Day,  the
     average  of  the  quotations  at  approximately  10:00  a.m.
     (Birmingham,  Alabama time) on such day on such transactions
     received  by the Lender from three Federal funds brokers  of
     recognized  standing  selected by the  Lender  in  its  sole
     discretion, plus the applicable Margin.

           Reimbursement Obligation shall mean at  any  time  the
     obligation  of  the Borrower with respect to any  Letter  of
     Credit to reimburse the Lender for amounts theretofore  paid
     by  the  Lender pursuant to a drawing under such  Letter  of
     Credit.

           Request for LIBOR Loan or Interest Rate Election shall
     have the meaning attributed to that term in Section 0.

           Revolving Facility shall mean the credit facility made
     available to the Borrower by the Lender under the  terms  of
     Article  0  in  an aggregate amount of up to $30,000,000  as
     reduced by the Borrower pursuant to Section 0 hereof.

            Revolving   Facility  Obligations  shall   mean   the
     outstanding  principal amount of all Advances, all  interest
     accrued  thereon,  all  costs, charges,  fees  and  expenses
     payable  in  connection  therewith and  all  extensions  and
     renewals thereof.

           Segment shall mean a portion of the Advances  (or  all
     thereof) with respect to which a particular interest rate is
     (or is proposed to be) applicable.  The aggregate amount  of
     all  Advances that bear interest at the Quoted Cost of Funds
     Rate  shall  be deemed to constitute a single Segment.   The
     aggregate amount of all Advances that bear interest  at  the
     same LIBOR-Based Rate and for the same Interest Period shall
     be deemed to constitute a single Segment.

           Solvent  shall mean, as to any person, on a particular
     date,  that such person has capital sufficient to  carry  on
     its   business   and  transactions  and  all  business   and
     transactions in which it is about to engage, is able to  pay
     its debts as they mature, owns property having a value, both
     at  fair  valuation  and  at present  fair  saleable  value,
     greater  than  the  amount  required  to  pay  its  probable
     liability on existing debts as they become mature (including
     known reasonable contingencies and contingencies that should
     be  included in notes of such person's financial  statements
     pursuant  to generally accepted accounting principles),  and
     does not intend to, and does not believe that it will, incur
     debts or probable liabilities beyond its ability to pay such
     debts or liabilities as they mature.

          Subsidiary shall mean (1) any corporation more than 50%
     of  whose shares of stock having general voting power  under
     ordinary  circumstances to elect a majority of the board  of
     directors,   managers  or  trustees  of   such   corporation
     (irrespective  of whether or not at the time  stock  of  any
     other  class  or classes has or might have voting  power  by
     reason  of the happening of any contingency), are  owned  or
     controlled  directly  or  indirectly  by  the  Borrower,  or
     (2)  any  partnership or limited liability company,  50%  or
     more of the partnership or membership interests in which are
     owned   or  controlled,  directly  or  indirectly,  by   the
     Borrower,  and  includes  entities  currently  or  hereafter
     falling within the categories described above.

            Technology  Leases  shall  mean  leases  relating  to
     hardware,  software and related programming and  information
     services.

           Termination Date shall mean the maturity date  of  the
     Credit  Obligations (which is initially June 19,  2000),  as
     such  date  may  be extended from time to time  pursuant  to
     Section 2.8 or accelerated pursuant to Section 8.1.


                           ARTICLE 2

                    REVOLVING FACILITY TERMS

     SECTION 2.1  Loans.

      (a)  From and after the Closing Date to (but not including)
the  Termination Date, on the terms and subject to the conditions
set  forth  in this Agreement, the Lender agrees to lend  to  the
Borrower,  and  the Borrower may borrow, repay and  reborrow,  an
amount  not  exceeding  the difference between  (i)  the  Maximum
Credit  Amount in effect from time to time, and (ii) the  sum  of
the  then  outstanding  (x)  Letter  of  Credit  Borrowings,  (y)
Reimbursement  Obligations and (z) overdrafts that  the  Borrower
may have with respect to any operating account established by the
Borrower  with the Lender; provided, however, in no  event  shall
the  amount  available under the Revolving Facility for  Advances
exceed  $25,000,000  minus the aggregate  outstanding  amount  of
Letter  of  Credit  Borrowings and Reimbursement  Obligations  in
excess  of  $5,000,000.  All Advances made by the Lender  to  the
Borrower  under  this  Agreement with respect  to  the  Revolving
Facility  shall be evidenced by a promissory note for the  Lender
dated  the Closing Date payable to the order of the Lender,  duly
executed  by the Borrower, and in the aggregate maximum principal
amount  of $30,000,000 (the "Note").  The date, amount,  interest
rate  and  duration  of Interest Period (if applicable)  of  each
Advance made by the Lender to the Borrower, and each payment made
on  account  of the principal thereof, shall be recorded  by  the
Lender  on its books; provided that the failure of the Lender  to
make,  or any error by the Lender in making, any such recordation
shall  not  affect  the obligations of the  Borrower  to  make  a
payment when due of any amount owing hereunder or under the  Note
with  respect to the Advances to be evidenced by the  Note.   The
Advances shall bear interest as provided in Article 0 below.

      (b)  If a draft drawn under any Letter of Credit is paid by
the  Lender,  and the Borrower fails or refuses to reimburse  the
Lender  for such payment, as required by Section 0, on or  before
the  close  of business on the next Business Day after demand  is
made  by  the Lender on the Borrower for such reimbursement,  the
Borrower hereby authorizes the Lender, without the requirement of
notice  to  the Borrower, to satisfy the Reimbursement Obligation
created  by  the payment of such draft by requesting Advances  by
the  Lender  under the Revolving Facility with  interest  at  the
Quoted Cost of Funds Rate.  Such Advances shall not be subject to
the provisions of Section 0.

      SECTION 2.2  Advances.  Each Advance that is not designated
by the Borrower as a LIBOR Loan shall bear interest at the Quoted
Cost  of  Funds Rate.  All such Advances shall be made  not  more
frequently  than once each Business Day and shall be made  either
on  telephone request by the Borrower to the Bank not later  than
noon  (Birmingham, Alabama time) on the day on which the  Advance
is  to  be  made  or  in accordance with the  provisions  of  the
automated Control Account-Credit Line Service Agreement  executed
by  the  Borrower  in  favor  of the  Lender  (the  "Disbursement
Agreement").  Each LIBOR Loan shall be in an amount not less than
$1,000,000 and shall be in a multiple of $500,000.  Each  request
for  a  LIBOR Loan must be in writing (which may be by facsimile)
and  must  be  received by the Lender not later than 10:00  a.m.,
Birmingham, Alabama time, at least three Business Days  prior  to
the  date of any LIBOR Loan.  Each request for a LIBOR Loan shall
be  in  the form attached hereto as Exhibit B ("Request for LIBOR
Loan or Interest Rate Election") and shall specify the amount  of
the LIBOR Loan requested, the date as of which the LIBOR Loan  is
to be made and shall provide the interest rate information called
for  in Section 0.  All LIBOR Loans requested in a single Request
for  LIBOR Loan or Interest Rate Election shall be subject to the
same  interest rate terms.  Not later than 2:00 P.M.  Birmingham,
Alabama  time,  on  the  date  specified  for  each  LIBOR   Loan
hereunder,  the  Lender shall make available the  amount  of  the
LIBOR  Loan  to  be made by it on such date to  the  Borrower  by
depositing  the proceeds thereof into an account with the  Lender
in  the  name of the Borrower.  The Lender's obligation  to  make
Advances  shall terminate, if not sooner terminated  pursuant  to
other provisions of this Agreement, on the Termination Date.  The
Lender shall have no obligation to make Advances if a Default  or
Event  of  Default has occurred and is continuing.  Each  Request
for LIBOR Loan or Interest Rate Election, whether submitted under
this Section 0 in connection with a requested LIBOR Loan or under
Section 0 in connection with an interest rate election, shall  be
signed by an Authorized Representative of the Borrower designated
as  authorized  to  sign and submit Request  for  LIBOR  Loan  or
Interest  Rate Election forms in the documents submitted  to  the
Lender  pursuant to Section 6.4.  The Borrower may, from time  to
time, by written notice to the Lender, terminate the authority of
any Authorized Representative to submit Request for LIBOR Loan or
Interest  Rate Election forms, such termination of  authority  to
become effective upon actual receipt by the Lender of such notice
of  termination.   The Borrower may from time to  time  authorize
other  Authorized Representatives to sign and submit Request  for
LIBOR  Loan or Interest Rate Election forms by delivering to  the
Lender  a certificate of the Secretary or Assistant Secretary  of
the Borrower certifying the incumbency and specimen signature  of
each  such  Authorized  Representative.   The  Lender  shall   be
entitled  to  rely  conclusively  upon  the  authority   of   any
Authorized  Representative so designated by  the  Borrower.   The
Lender  may, at its option, without any request by the  Borrower,
make  Advances  (with interest calculated at the Quoted  Cost  of
Funds  Rate) to itself for the purpose of paying overdrafts  that
the  Borrower  may  have from time to time with  respect  to  any
operating account established by the Borrower with the Lender and
promptly shall notify Borrower in each such event.

     SECTION 2.3  Letter of Credit Borrowings.

     (a)  From and after the Closing Date to and including thirty
(30)  Business  Days prior to the Termination  Date,  the  Lender
shall,  upon  the  terms and subject to the  conditions  of  this
Agreement,  issue Letters of Credit from time  to  time  for  the
account  of  the Borrower in such amounts as may be requested  by
the  Borrower,  up  to a maximum aggregate amount  of  Letter  of
Credit Borrowings at any one time outstanding that, when added to
(i)  the then outstanding Reimbursement Obligations plus (ii) the
then  outstanding Advances, would not exceed the  Maximum  Credit
Amount  then  in  effect; provided, however, that  no  Letter  of
Credit  shall be issued if the issuance thereof would  cause  the
aggregate  outstanding amount of Letter of Credit Borrowings  and
Reimbursement Obligations to exceed the lesser of (y)  $6,000,000
and  (z)  the  difference between $30,000,000 and the outstanding
amount of Advances under the Revolving Facility.

      (b)   Each  request by the Borrower for the issuance  of  a
Letter  of  Credit (an "Application") shall be submitted  to  the
Lender by the Borrower at least three (3) Business Days prior  to
the  date the Letter of Credit is to be issued, shall be  on  the
Lender's  then standard application form for letters  of  credit,
shall obligate the Borrower to reimburse the Lender on demand for
any amounts drawn under a Letter of Credit and such other sums as
may  be  provided  for  therein, and  shall  be  executed  by  an
Authorized Representative of the Borrower.  In the event  of  any
conflict  between  the  provisions of  any  Application  and  the
provisions  of  this Agreement, the provisions of this  Agreement
shall govern.

      (c)   Each Letter of Credit shall (i) be a letter of credit
issued  in  the ordinary course of the business of the  Borrower;
(ii)  expire  by its terms on a date not later than  thirty  (30)
Business  Days  prior to the Termination Date;  (iii)  be  in  an
amount  that complies with paragraph (a) of this Section  0;  and
(iv)  contain  such  further provisions  and  conditions  as  are
standard  and  reasonable  for ordinary  irrevocable  letters  of
credit  and  as may be requested by the Borrower, and  reasonably
satisfactory to the Lender.

     (d)  The Borrower shall pay to the Lender a letter of credit
fee  on  the  aggregate  amount of Letter of  Credit  Obligations
outstanding on the date of determination at the rate equal to the
applicable Margin on LIBOR Loans on a per annum basis as follows:

          (1)  On the Closing Date a fee shall be payable for the
     period  beginning on such Closing Date and ending on  August
     31, 1997.

           (2)  On each Quarterly Payment Date in each year a fee
     shall  be payable for the period beginning on such date  and
     ending three months later.

Such  fees shall be calculated on the assumption that the  Letter
of  Credit  Obligations  on  the date of  determination  will  be
available  for the entire period for which such fee  is  payable.
At  the end of such period the fee shall be recalculated based on
the  actual daily average of the Letter of Credit Obligations for
such  period, and the difference, if any, shall be  added  to  or
subtracted  from, as the case may be, the commission payable  for
the  next  ensuing period or paid or credited as  appropriate  if
there is no ensuing period.

      The  Borrower acknowledges that the Lender will be required
by  applicable rules and regulations of the Federal Reserve Board
to  maintain  reserves  for its liability  to  honor  draws  made
pursuant to a Letter of Credit.  The Borrower agrees to reimburse
the  Lender  promptly  for  all  additional  costs  that  it  may
hereafter incur solely by reason of its acting as issuer  of  the
Letters  of  Credit and its being required to  reserve  for  such
liability,  it  being  understood  by  the  Borrower  that  other
interest  and  fees payable under this Agreement do  not  include
compensation  of the Lender for such reserves.  The Lender  shall
furnish to the Borrower, at the time of its demand for payment of
such  additional costs, the computation of such additional  cost,
which  shall  be conclusive absent manifest error, provided  that
such computations are made on a reasonable basis.

      The  Borrower  shall pay to the Lender  administrative  and
other  fees, if any, in connection with the Letters of Credit  in
such  amounts  and at such times as the Lender and  the  Borrower
shall agree from time to time.

      (e)   This  Agreement shall not terminate so  long  as  any
Letter  of Credit is in effect; provided, however, no Letters  of
Credit shall be issued under this Agreement after the Termination
Date.

      SECTION  2.4  Payments.  All interest accrued  on  Advances
subject to the Quoted Cost of Funds Rate shall be payable on  the
first  day of each successive March, June, September and December
(each,  a  "Quarterly Payment Date"), commencing on September  1,
1997.  All interest accrued on each LIBOR Loan having an Interest
Period  of three months or less, shall be payable at the  end  of
the  applicable  Interest Period then in  effect.   All  interest
accrued  on each LIBOR Loan having an Interest Period of  greater
than  three months, shall be payable (a) the date that  is  three
months  after the initial date of the Interest Period  applicable
to  such  LIBOR Loan and (b) the last day of the Interest  Period
applicable  to such LIBOR Loan.  The principal amount  of  Loans,
together  with  accrued interest thereon, shall  be  due  on  the
Termination Date.

     SECTION 2.5  Prepayment.

      (a)  The Borrower may at any time prepay all or any part of
the Advances, without premium or penalty; provided, however, that
(1)  unless  the  Borrower pays the amounts, if  any,  due  under
Section 4.2, no LIBOR-Based Rate Segment may be prepaid during an
Interest Period, and (2) any partial prepayment shall be  in  the
amount  of $100,000 or more unless prepayments are made  pursuant
to  the terms of the Disbursement Agreement.  The Borrower  shall
pay,  on the date of prepayment, all interest accrued to the date
of  prepayment  on  any  amount prepaid in  connection  with  the
prepayment  in full of the Credit Obligations and the  concurrent
termination  of  this  Agreement.  The  Borrower  shall  pay  all
interest accrued to the date of prepayment on the amount prepaid.

      (b)   If  at any time the principal amount of the Advances,
together  with the sum of the then outstanding Letter  of  Credit
Borrowings  and  Reimbursement Obligations, is greater  than  the
Maximum  Credit  Amount  then  in  effect,  the  Borrower   shall
immediately make a prepayment (notwithstanding the provisions  of
clause  (a)  of  this section, but subject to the  provisions  of
Section 4.2) on the Advances equal to the difference between said
aggregate  principal amount of the Advances plus the sum  of  the
then  outstanding  Letter of Credit Borrowings and  Reimbursement
Obligations and the Maximum Credit Amount.

      SECTION 2.6  Reduction in Revolving Facility.  The Borrower
shall  have the right from time to time on each Quarterly Payment
Date,  upon not less than five (5) Business Days' written  notice
to  the  Lender, to reduce the amount of the Revolving  Facility.
Each such reduction shall be in the aggregate principal amount of
$5,000,000 or a larger integral multiple of $1,000,000, and shall
permanently reduce the Maximum Credit Amount.  No such  reduction
shall result in payment of a LIBOR-Based Rate Segment other  than
on  the  last  day  of  the  respective  Interest  Period.   Each
reduction  of  the  Revolving Facility shall  be  accompanied  by
payment  of  the Loans to the extent that the Credit  Obligations
exceed  the  Revolving  Facility  after  giving  effect  to  such
reductions  together  with accrued and  unpaid  interest  on  the
amounts prepaid.

     SECTION 2.7  Fees.

      (a)   The  Borrower shall pay to the Lender on the  Closing
Date  a  closing fee equal to $60,000.  This fee shall  be  fully
earned and nonrefundable as of the Closing Date.

      (b)   The  Borrower shall pay to the Lender an availability
fee (the "Availability Fee") that begins to accrue on the Closing
Date  and shall be computed at the rate of thirty-five hundredths
of   one  percent  (.35%)  per  annum  times  the  daily  average
difference   between  (1)  $25,000,000  and  (2)  the   aggregate
outstanding principal amount of the Advances made by the  Lender.
The  Availability  Fee  shall  be  payable  in  arrears  on  each
Quarterly Payment Date and on the Termination Date, commencing on
September  1, 1997.  The Availability Fee shall not be refundable
under  any circumstances and shall be calculated on an Actual/360
Basis.

      SECTION  2.8  Extension of Termination Date.  The  Borrower
and  the  Lender  may from time to time extend  the  then-current
Termination  Date to any subsequent termination date  upon  which
the  Borrower  and  the Lender may agree by executing  a  written
extension  agreement.  Upon the execution of  such  an  extension
agreement  by the Borrower and the Lender, the maturity  date  of
the  Credit  Obligations  shall be extended  to  the  agreed-upon
termination  date,  and  the agreed-upon termination  date  shall
become the new "Termination Date" for purposes of this Agreement.

     SECTION 2.9  Place and Time of Payments.

      (a)   All payments by the Borrower to the Lender under this
Agreement  and the other Loan Documents shall be made  in  lawful
currency of the United States and in immediately available  funds
to  the  Lender at its Principal Office or at such other  address
within the continental United States as shall be specified by the
Lender  by notice to the Borrower.  Any payment received  by  the
Lender  after 2:00 p.m. (Birmingham, Alabama time) on a  Business
Day (or at any time on a day that is not a Business Day) shall be
deemed  made by the Borrower and received by the Lender prior  to
2:00 p.m. on the following Business Day.

     (b)  All amounts payable by the Borrower to the Lender under
this  Agreement or any of the other Loan Documents  for  which  a
payment  date is expressly set forth herein or therein  shall  be
payable on the specified due date without notice or demand by the
Lender  except  as  otherwise  expressly  provided  herein.   All
amounts  payable  by  the  Borrower  to  the  Lender  under  this
Agreement  or the other Loan Documents for which no payment  date
is  expressly  set forth herein or therein shall be  payable  ten
days  after  written demand by the Lender to the  Borrower.   The
Lender  may, at its option, send written notice or demand to  the
Borrower  of amounts payable on a specified due date pursuant  to
this  Agreement or the other Loan Documents, but the  failure  to
send  such  notice  shall  not affect or  excuse  the  Borrower's
obligation  to  make payment of the amounts due on the  specified
due date except as otherwise expressly provided herein.

      (c)   Payments that are due on a day that is not a Business
Day shall be payable on the next succeeding Business Day, and any
interest payable thereon shall be payable for such extended  time
at the specified rate.

      (d)  Except as otherwise required by law, payments received
by  the  Lender  shall  be applied first to  expenses,  fees  and
charges, then to interest and finally to principal.

      (e)  The Borrower agrees to pay to the Lender, on demand, a
late  charge  computed  as  follows to cover  the  extra  expense
involved  in  handling late payments:  The late  charge  will  be
equal  to  five percent (5.0%) of any payment that  is  not  paid
within  twelve (12) days after it is due.  The late charge  shall
never  be less than $10.00 on each payment.  This provision shall
not  be deemed to excuse a late payment or be deemed a waiver  of
any  other  right  the Lender may have, including  the  right  to
declare the entire unpaid principal and interest immediately  due
and payable.

                           ARTICLE 3

                            INTEREST

      SECTION 3.1  Applicable Interest Rates.  The Borrower shall
have the option to elect to have any Segment bear interest at the
LIBOR-Based  Rate.  For any period of time and  for  any  Segment
with respect to which the Borrower does not elect the LIBOR-Based
Rate,  such  Segment shall bear interest at the  Quoted  Cost  of
Funds Rate.  The Borrower's right to elect a LIBOR-Based Rate for
a  Segment  shall  be  subject  to  the  following  requirements:
(a) each Segment shall be in the amount of $1,000,000 or more and
in  an integral multiple of $500,000, (b) each such Segment shall
have  a  maturity selected by the Borrower of one, two, three  or
six  months and (c) no more than five Segments may be outstanding
at any time; provided, however, that no such Segment shall have a
maturity date later than the Termination Date.

      SECTION 3.2  Procedure for Exercising the LIBOR-Based Rate.
The  Borrower may elect to have the LIBOR-Based Rate apply  to  a
Segment  by  notifying the Lender in writing  (which  may  be  by
facsimile  transmission) not later than 10:00  a.m.,  Birmingham,
Alabama time, three (3) Business Days prior to the effective date
on  which  any  LIBOR-Based Rate is to  become  applicable.   Any
notice  of  interest rate election hereunder shall be irrevocable
and  shall be in the form attached hereto as Exhibit B and  shall
set  forth the following: (a) the amount of the LIBOR-Based  Rate
Segment to which the requested interest rate will apply, (b)  the
date  on which the selected interest rate will become applicable,
and  (c) the maturity selected for the Interest Period.   On  the
day  that the Lender receives a notice hereunder requesting  that
the  requested LIBOR-Based Rate be applicable, the  Lender  shall
use  its best efforts to notify the Borrower by telephone  or  by
facsimile  transmission  of the applicable  LIBOR-Based  Rate  as
early on that day or the next Business Day as may be practical in
the circumstances.  The Lender shall not be required to provide a
LIBOR-Based  Rate  on any day on which dealings  in  deposits  in
Dollars  are not transacted in the London interbank  market.   If
the  Borrower  does not immediately accept the  LIBOR-Based  Rate
quoted  by the Lender, the Lender may, in view of changing market
conditions, revise the quoted LIBOR-Based Rate at any time.

      SECTION  3.3   Quoted  Cost of Funds  Rate.   Each  Segment
subject to the Quoted Cost of Funds Rate shall bear interest from
the date the Quoted Cost of Funds Rate becomes applicable thereto
until payment in full, or until a LIBOR-Based Rate is selected by
the  Borrower  and  becomes applicable  thereto,  on  the  unpaid
principal  balance  of such Segment on an Actual/360  Basis.  Any
change in the Quoted Cost of Funds Rate shall take effect on  the
effective  date of such change in the Quoted Cost of  Funds  Rate
designated  by  the Lender, without notice to  the  Borrower  and
without  any  further action by the Lender.  Notwithstanding  the
foregoing,  for  the  purpose  of enabling  the  Lender  to  send
periodic  billing statements in advance of each interest  payment
date  reflecting the amount of interest payable on such  interest
payment  date,  at the option of the Lender, the Quoted  Cost  of
Funds Rate, in effect 15 days prior to each interest payment date
shall  be  deemed  to  be  the Quoted  Cost  of  Funds  Rate,  as
continuing  in  effect  until the date  prior  to  such  interest
payment  date  for purposes of computing the amount  of  interest
payable  on such interest payment date.  If the Lender elects  to
use  the  Quoted Cost of Funds Rate 15 days prior to the interest
payment  date  for billing purposes, and if the  Quoted  Cost  of
Funds  Rate  changes  during such 15-day period,  the  difference
between  the amount of interest that in fact accrues during  such
period and the amount of interest actually paid will be added  to
or  subtracted  from, as the case may be, the interest  otherwise
payable in preparing the periodic billing statement for the  next
succeeding interest payment date.  In determining the  amount  of
interest  payable at the Termination Date or upon full prepayment
of  the  Credit  Obligations, all changes in the Quoted  Cost  of
Funds  Rate,  occurring  on  or  prior  to  the  day  before  the
Termination  Date  or the date of such full prepayment  shall  be
taken into account.

      SECTION  3.4   LIBOR-Based  Rate.   Each  LIBOR-Based  Rate
Segment  shall  bear interest from the date the LIBOR-Based  Rate
becomes  applicable  thereto until  the  end  of  the  applicable
Interest  Period on the unpaid principal balance of  such  LIBOR-
Based  Rate Segment at the LIBOR-Based Rate on an Actual/360  Day
Basis.

      SECTION  3.5  Post Maturity Interest.  Upon and  after  the
occurrence  of  any  Event of Default, the outstanding  principal
amount  of  all Loans and, to the extent permitted by  applicable
law, any interest payments thereon not paid when due and any fees
and   other  amounts  then  due  and  payable  hereunder,   shall
thereafter bear interest (including post-petition interest in any
proceeding under applicable bankruptcy laws) payable upon  demand
at  a  rate  that is 2.00% per annum (calculated on an Actual/360
Basis)  in  excess of the interest rate otherwise  payable  under
this  Agreement with respect to the applicable Loans (or, in  the
case  of any such fees and other amounts, at a rate that is 2.00%
per  annum in excess of the interest rate otherwise payable under
this  Agreement for Advances bearing interest at the Quoted  Cost
of  Funds Rate); provided that, in the case of LIBOR Loans,  upon
the  expiration of the Interest Period in effect at the time  any
such  increase  in interest rate is effective, such  LIBOR  Loans
shall  thereupon bear interest at the Quoted Cost of  Funds  Rate
and  thereafter bear interest payable upon demand at a rate  that
is  2.00% per annum (calculated on an Actual/360 Basis) in excess
of  the interest rate otherwise payable under this Agreement  for
Segments bearing interest at the Quoted Cost of Funds Rate.   The
payment  or  acceptance of the increased rate  provided  by  this
Section  0 shall not constitute a waiver of any Event of  Default
or an amendment to this Agreement or otherwise prejudice or limit
any  rights  or remedies of the Lender.  Interest  on  all  Loans
shall be calculated on an Actual/360 Basis.

      SECTION  3.6  Changes in Margin.  Any change in the  LIBOR-
Based  Rate or Quoted Cost of Funds Rate because of a  change  in
the  applicable Margin shall become effective as of the first day
of the fiscal quarter next following the receipt by the Lender of
the  Compliance  Certificate furnished by  the  Borrower  to  the
Lender  pursuant  to Section 7.3(4) hereof,  stating  that  as  a
result of a change in the Fixed Charges Coverage Ratio there  has
been a change in the Margin.  Any such change in the Margin shall
be  effective  without  notice to the Borrower  and  without  any
further  action by the Lender.  From the Closing Date  until  the
first day of the first fiscal quarter after receipt by the Lender
of  the financial statements for the fiscal quarter ending August
31,  1997  pursuant  to Section 7.3 below, the applicable  Margin
shall be 1.625%.


                           ARTICLE 4

      TERMINATION OF LIBOR-BASED RATE AND YIELD PROTECTION

      SECTION  4.1  Termination of LIBOR-Based Rate; Increase  in
LIBOR-Based Rate; Reduction of Return.

      (a)   If  at any time the Lender shall reasonably determine
(which  determination, if reasonable, shall be final,  conclusive
and binding upon all parties) that:

           (1)   by  reason of any changes arising after  Closing
     Date affecting the London interbank market or affecting  the
     position  of  the Lender in such market, adequate  and  fair
     means do not exist for ascertaining the LIBOR-Based Rate  by
     reference  to the LIBOR Quote with respect to a  LIBOR-Based
     Rate Segment; or

          (2)  the continuation by the Lender of LIBOR-Based Rate
     Segments  at the LIBOR-Based Rate or the funding thereof  in
     the  London interbank market would be unlawful by reason  of
     any law, governmental rule, regulation, guidelines or order;
     or

          (3)  the continuation by the Lender of LIBOR-Based Rate
     Segments  at the LIBOR-Based Rate or the funding thereof  in
     the  London  interbank market would be  impracticable  as  a
     result  of  a  contingency occurring after the Closing  Date
     that  materially and adversely affects the London  interbank
     market;

then,  and in any such event, the Lender shall on such date  give
notice (by telephone and confirmed in writing) to the Borrower of
such  determination.  The obligation of the  Lender  to  make  or
maintain  LIBOR-Based  Rate Segments so  affected  or  to  permit
interest to be computed thereon at the LIBOR-Based Rate,  as  the
case  may  be, shall be terminated, and interest shall thereafter
be  computed  on  the affected LIBOR-Based Rate  Segment  at  the
Quoted Cost of Funds Rate.

      (b)   It  is the intention of the parties hereto  that  the
LIBOR-Based Rate shall accurately reflect the cost to the  Lender
of maintaining any LIBOR-Based Rate Segment during the applicable
Interest  Period  assuming the Lender  purchases  any  such  time
deposits  and obtains such funds comprising any LIBOR-Based  Rate
Segment.   Accordingly,  if by reason of  any  change  after  the
Closing  Date in any applicable Governmental Requirement (or  any
interpretation thereof and including the introduction of any  new
Governmental  Requirement), including any  change  in  the  LIBOR
Reserve  Requirement, the cost to the Lender of  maintaining  any
LIBOR-Based Rate Segment or funding the same by means of a London
interbank  market  time  deposit,  as  the  case  may  be,  shall
increase,  the  LIBOR-Based Rate applicable to  such  LIBOR-Based
Rate  Segment  shall  be adjusted as necessary  to  reflect  such
change  in cost to the Lender, effective as of the date on  which
such  change  in any applicable Governmental Requirement  becomes
effective.  Any amounts due under this Section 0 as a result of a
change in the LIBOR Reserve Requirement shall only be payable  by
the  Borrower  to  the  extent  the Lender  incurs  actual  costs
associated with any such change.

      (c)   If the Lender shall have determined that the adoption
after  the Closing Date of any Governmental Requirement regarding
capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing  by  any
Governmental Authority, central bank or comparable agency charged
with  the interpretation or administration thereof, or compliance
by  the  Lender  (or  any lending office of the  Lender)  or  the
Lender's  holding company with any request or directive regarding
capital adequacy (whether or not having the force of law) of  any
such  Governmental Authority, central bank or comparable  agency,
has  or  would have the effect of reducing the rate of return  on
the  Lender's  capital or on the capital of the Lender's  holding
company, as a consequence of the Lender's obligations under  this
Agreement or the Advances made by the Lender pursuant hereto to a
level below that which the Lender or the Lender's holding company
could  have  achieved but for such adoption, change or compliance
(taking  into consideration the Lender's guidelines with  respect
to  capital  adequacy) by an amount deemed by the  Lender  to  be
material,  then from time to time the Borrower shall pay  to  the
Lender  such additional amount or amounts as will compensate  the
Lender  or  the  Lender's holding company for any such  reduction
suffered.

      SECTION  4.2  Compensation.  The Borrower shall  compensate
the  Lender  for all reasonable losses, expenses and  liabilities
(including  any interest paid by the Lender to lenders  on  funds
borrowed  by  the  Lender to make or carry any  LIBOR-Based  Rate
Segment  and any loss sustained by the Lender in connection  with
the  re-employment of such funds), that the Lender  may  sustain:
(a)  if  for  any  reason (other than a default  by  the  Lender)
following agreement between the Borrower and the Lender as to the
LIBOR-Based  Rate applicable to the LIBOR-Based Rate Segment  the
Borrower fails to accept such LIBOR-Based Rate Segment, (b) as  a
consequence  of any unauthorized action taken or default  by  the
Borrower  in  the repayment of any LIBOR-Based Rate Segment  when
required  by  the terms of this Agreement or (c) as a consequence
of  the  prepayment of any LIBOR-Based Rate Segment  pursuant  to
Section  2.5.   A certificate as to the amount of any  additional
amounts payable pursuant to this section or Section 4.1(b) or (c)
(setting forth in reasonable detail the basis for requesting such
amounts)  submitted  by  the Lender  to  the  Borrower  shall  be
conclusive, in the absence of manifest error.  The Borrower shall
pay to the Lender the amount shown as due on any such certificate
delivered  by  the  Lender within 30 days  after  the  Borrower's
receipt of the same.


                           ARTICLE 5

                 REPRESENTATIONS AND WARRANTIES

      The  Borrower  represents and warrants  to  the  Lender  as
follows:

      SECTION 5.1  Organization Powers, Existence, etc.  (a)  The
Borrower is duly organized, validly existing and in good standing
under the laws of the state in which it is incorporated, (b)  the
Borrower  has  the power and authority to own its properties  and
assets  and to carry on its business as now being conducted,  (c)
the  Borrower has the power to execute, deliver and  perform  the
Loan  Documents to which it is a party, (d) the Borrower is  duly
qualified to do business in each state with respect to which  the
failure  to be so qualified would have a material adverse  effect
on  its  properties or business and (e) except as  set  forth  in
Schedule  5.1(e)  hereto, has not done business under  any  other
name,  trade  name or otherwise within the five years immediately
preceding the Closing Date.

       SECTION   5.2   Authorization  of  Borrowing,  etc.    The
execution,  delivery and performance of the  Loan  Documents  (a)
have  been duly authorized by all requisite action and  (b)  will
not  violate  any  Governmental  Requirement,  the  articles   of
incorporation  or  bylaws  of  the Borrower,  or  any  indenture,
agreement or other instrument to which the Borrower is  a  party,
or  by which the Borrower or any of its properties are bound,  or
be  in  conflict with, result in a breach of or constitute  (with
due  notice or lapse of time or both) a default under,  any  such
indenture, agreement or other instrument, or result in a material
adverse change, when taken as a whole.

     SECTION 5.3  Liabilities.  The Borrower has furnished to the
Lender a copy of the audited balance sheet of the Borrower  dated
as  of  June  1, 1996 and a statement of changes in shareholders'
equity and the related statements of income and cash flow  as  of
the  end  of fiscal year 1996 and the unaudited balance sheet  of
the  Borrower  dated  as  of  March  1,  1997,  and  the  related
statements  of  income and cash flow for the fiscal  period  then
ended.   Such  financial statements were prepared  in  conformity
with   generally  accepted  accounting  principles   consistently
applied  throughout the period involved, are in  accordance  with
the  books and records of the Borrower, are correct and  complete
and present fairly the financial condition of the Borrower as  of
the  date  of such financial statements, and, since the  date  of
such  financial  statements, no material adverse  change  in  the
financial  condition, business or operations of the Borrower  has
occurred.    The   Borrower   has  no   Liabilities,   Guaranteed
Obligations  or  other  obligations  or  liabilities,  direct  or
contingent,   that  are  material  in  amount  other   than   the
Liabilities  reflected  in  such  balance  sheet  and  the  notes
thereto.

      SECTION  5.4   Taxes.  Except as set forth in Schedule  5.4
hereto, the Borrower has filed or caused to be filed all federal,
state  and  local tax returns that are required to be filed,  and
has  paid all taxes as shown on said returns or on any assessment
received  by  the  Borrower to the extent that  such  taxes  have
become  due  giving effect to all extensions then obtained.   The
Borrower has reserves which are believed by the officers  of  the
Borrower  to be adequate for the payment of additional taxes  for
years  which  have  not  been  audited  by  the  respective   tax
authorities.

      SECTION  5.5  Litigation.  Except as disclosed is  Schedule
5.5  attached hereto, there are no actions, suits or  proceedings
pending  or,  to  the best knowledge of the Borrower,  threatened
against  or affecting the Borrower, by or before any Governmental
Authority  that  involve any of the transactions contemplated  in
this  Agreement or the possibility of any judgment  or  liability
that  may  reasonably be likely to result in a  material  adverse
change  in the operations or financial condition of the  Borrower
taken as a whole; and the Borrower is not in default with respect
to  any  material  Governmental Requirement which  default  could
reasonably be likely to have a material adverse effect  upon  the
operations  or  financial condition of the Borrower  taken  as  a
whole.

     SECTION 5.6  Agreements.  The Borrower is not a party to any
agreement  or  instrument, or subject to  any  charter  or  other
corporate  or restriction, that materially and adversely  affects
its  business,  properties  or assets, operations  or  condition,
financial  or  otherwise, or is in default  in  the  performance,
observance or fulfillment of any of the obligations contained  in
any agreement or instrument to which it is a party, which default
could reasonably be likely to have a material adverse effect upon
the operations or financial condition of the Borrower.

      SECTION 5.7  Use of Proceeds.  The Borrower does not intend
to  use  any part of the proceeds of Advances for the purpose  of
purchasing  or  carrying any Margin Stock or  retiring  any  debt
incurred  to purchase or carry any Margin Stock or for any  other
purpose that is not expressly authorized by this Agreement.

     SECTION 5.8  ERISA.

           (a)  Identification of Plans.  Except as disclosed  in
     Schedule  5.8(a) attached hereto, neither the  Borrower  nor
     any  ERISA  Affiliate maintains or contributes  to,  or  has
     maintained  or  contributed to, any  Plan  that  is  a  Plan
     subject to Title IV of ERISA.

           (b)   Liabilities.   Except as disclosed  in  Schedule
     5.8(b)  attached  hereto, the Borrower is not  currently  or
     will not become subject to any liability (other than routine
     Plan  expenses  or contributions, if timely  paid),  tax  or
     penalty   whatsoever   to  any  person   whomsoever,   which
     liability, tax or penalty is directly or indirectly  related
     to  any  Plan including, but not limited to, any penalty  or
     liability  arising under Title I or Title IV of  ERISA,  any
     tax  or  penalty  resulting from a loss of  deduction  under
     Sections 404 or 419 of the Code, or any tax or penalty under
     Chapter  43 of the Code, except such liabilities, taxes,  or
     penalties  (when  taken  as a whole)  as  will  not  have  a
     material  adverse  effect  on  the  Borrower,  or  upon  its
     financial    condition,   assets,   business,    operations,
     liabilities or prospects; and

           (c)   Funding.  Except as disclosed in Schedule 5.8(c)
     attached  hereto, the Borrower and each ERISA Affiliate  has
     made full and timely payment of all amounts (i) required  to
     be  contributed under the terms of each Plan and  applicable
     law  and (ii) required to be paid as expenses of each  Plan.
     No   Plan   would  have  an  "amount  of  unfunded   benefit
     liabilities" (as defined in Section 4001(a)(18) of ERISA) if
     such  Plan  were  terminated as of the date  on  which  this
     representation and warranty is made.

       SECTION   5.9    Subsidiaries.   The   Borrower   has   no
Subsidiaries.

      SECTION  5.10  Principal Place of Business.  The  principal
place  of business and chief executive office of the Borrower  is
at  its  address shown in Section 0 and will not be changed  from
such  address  unless, prior to such change, the  Borrower  shall
have notified the Lender of the proposed change.

     SECTION 5.11  Environmental Laws.

      (a)   To the best knowledge of the Borrower, all properties
owned or used by the Borrower, while under the custody, care  and
control  of  the Borrower, have been maintained in compliance  in
all   material  respects  with  all  federal,  state  and   local
environmental  protection, occupational,  health  and  safety  or
similar  laws, including the Federal Water Pollution Control  Act
(33  U.S.C.  1251 et seq.), Resource Conservation & Recovery  Act
(42  U.S.C.   6901 et seq.), Safe Water Drinking Act  (42  U.S.C.
  3000(f) et seq.), Toxic Substances Control Act (15 U.S.C.   261
et   seq.),  Clean  Air  Act  (42  U.S.C.   7401  et  seq.)   and
Comprehensive   Environmental  Response   of   Compensation   and
Liability Act (42 U.S.C.  6901 et seq.) ("CERCLA").

      (b)  The Borrower has not received any written notification
from any Governmental Authority with respect to current, existing
violations of any of the laws enumerated in clause (a) above,  or
pursuant  to any of their respective implementing regulations  or
state analogues to such laws or regulations.

      (c)   There has not been, at any location owned or used  by
the Borrower, any "Release" by the Borrower, or anyone within the
Borrower's  control, or to the best of the Borrower's  knowledge,
any other person, of any Hazardous Materials.

     (d)  To the best knowledge of the Borrower, the Borrower has
not  sent  or  arranged  for the transportation  or  disposal  of
Hazardous Materials or wastes to a site which, pursuant to CERCLA
or  any similar state law (i) has been placed, or is proposed (by
the  Environmental Protection Agency or relevant state authority)
to  be  placed,  on the "National Priorities List"  of  hazardous
waste  sites  or its state equivalent, or (ii) is  subject  to  a
claim, an administrative order or other request to take "removal"
or  "remedial" action (in each case as defined in CERCLA) by  any
person.

      (e)   The  Borrower has not used and does not  use  storage
tanks  located on any property owned or presently leased  by  the
Borrower.

     SECTION 5.12  Disclosure.  No financial statement, document,
certificate  or  other  written communication  furnished  to  the
Lender  by  or on behalf of the Borrower in connection  with  any
Loan  Document  contains any untrue statement of a material  fact
after  giving effect to all other statements so delivered to  the
Lender.

      SECTION  5.13   Licenses.  All material licenses,  permits,
accreditations   and  approvals  required  by  all   Governmental
Authorities necessary in order for each restaurant to be operated
for its intended purpose have been obtained and are in full force
and effect.

      SECTION  5.14  Title to Properties.  The Borrower has  good
and  marketable title to all its properties and assets  reflected
on  the  balance sheet referred to in Section 0 except for  those
matters  shown  on  such  balance  sheet  and  except  for   such
properties and assets as have been disposed of since the date  of
said balance sheet as no longer used or useful in the conduct  of
its  business or as have been disposed of in the ordinary  course
of  the  business.  All such properties and assets are  free  and
clear of all Liens, except as otherwise permitted or required  by
the provisions of the Loan Documents.

      SECTION 5.15  Enforceability.  This Agreement and  each  of
the other Loan Documents, when duly executed and delivered by the
Borrower  in  accordance with the provisions of  this  Agreement,
will  constitute the legal, valid and binding, joint and several,
obligations of the Borrower, enforceable in accordance with their
respective   terms,   subject  to  the  effect   of   bankruptcy,
insolvency, reorganization, receivership, moratorium and  similar
laws affecting the rights and remedies of creditors generally.

      SECTION 5.16  Consents, Registrations, Approvals, etc.   No
registration with or consent or approval of, or other action  by,
any   Governmental  Authority  is  required  for  the  execution,
delivery  and  performance of this Agreement or  the  other  Loan
Documents,  or  the  borrowings  under  this  Agreement,  by  the
Borrower.

      SECTION 5.17  Solvency.  The Borrower is Solvent,  and  the
Borrower  will not, as a result of the transactions provided  for
herein  (i)  become  not Solvent, (ii) be left with  unreasonably
small  capital, (iii) incur debts beyond its ability to pay  them
as  they  mature  or (iv) have Liabilities (including  reasonable
contingencies)  in  excess  of the fair  saleable  value  of  its
assets.

      SECTION  5.18  Patents, Trademarks.  The Borrower owns,  or
possesses the right to use, all the patents, trademarks,  service
marks,    trade   names,   copyrights,   franchises,    consents,
authorizations  and  licenses and  rights  with  respect  to  the
foregoing,  necessary  for the conduct of  its  business  as  now
conducted  and  proposed  to  be  conducted,  without  any  known
conflict with the rights of others.


                           ARTICLE 6

                 GENERAL CONDITIONS OF LENDING

      The  Lender's obligation to make each Advance and to  issue
each  Letter  of  Credit hereunder is subject  to  the  following
conditions precedent:

     SECTION 6.1  Representations and Warranties.  On the Closing
Date  and  the date of each Advance or issuance of  a  Letter  of
Credit  hereunder and on the date the Borrower  presents  to  the
Lender a Request for LIBOR Loan or Interest Rate Election form or
Application, the representations and warranties set forth in this
Agreement  and  in  all other Loan Documents shall  be  true  and
correct on and as of such date in all material respects with  the
same  effect  as  though such representations and warranties  had
been made on the date of the Advance or issuance of the Letter of
Credit  or  on  the date the Borrower presents to  the  Lender  a
Request  for  LIBOR  Loan  or  Interest  Rate  Election  form  or
Application,  as  the case may be (or in the  case  of  any  such
representation and warranty made as of a particular date,  as  of
such  particular  date).  Each such warranty  and  representation
shall  be  deemed  to be continuing in effect  so  long  as  this
Agreement remains in effect unless updated by the Borrower  in  a
written notice to the Lender given prior to the presentation of a
Request  for LIBOR Loan or Interest Rate Election or Application.
The  presentation by the Borrower of each Request for LIBOR  Loan
or  Interest  Rate  Election or Application  shall  constitute  a
representation and warranty by the Borrower to the Lender that no
material  adverse  change  in  the  financial  condition  of  the
Borrower,  as reflected in the financial statements delivered  to
the  Lender pursuant to Section 0 has occurred since the date  of
such financial statements.

      SECTION 6.2  No Default.  On the Closing Date and the  date
of each Advance hereunder and on the date of the issuance of each
Letter  of  Credit,  the Borrower shall be in compliance  in  all
material respects with all the terms and conditions set forth  in
this  Agreement on its part to be observed or performed,  and  no
Default  or  Event  of  Default  shall  have  occurred   and   be
continuing.  The presentation by the Borrower of each Request for
LIBOR  Loan  or  Interest  Rate Election  and  Application  shall
constitute a representation and warranty by the Borrower  to  the
Lender  that no Default or Event of Default has occurred  and  is
continuing.

      SECTION 6.3  Required Items.  On and as of the Closing Date
and  on  and as of the date of each Advance and on the  date  the
Borrower  presents to the Lender each Request for LIBOR Loan  and
Interest  Rate Election form, the Lender must have  received  all
financial  statements (if any), reports and other items  required
as of that date under Article 2 and Article 7 of this Agreement.

     SECTION 6.4  Authorized Representative Certificates.  On and
as  of the Closing Date, the Borrower must have delivered to  the
Lender  the  following certificates executed by  the  appropriate
Authorized  Representatives  of  the  Borrower,  each  of   which
certificates  must be of a current date and must be  satisfactory
in form and substance to the Lender: (a) a certificate confirming
compliance  by  the  Borrower with the conditions  precedent  set
forth in Sections 6.1 and 6.2; (b) a certificate certifying as in
full  force  and effect resolutions of its directors  authorizing
the   transactions  contemplated  by  the  Loan   Documents   and
authorizing certain Authorized Representatives of the Borrower to
execute the Loan Documents on behalf of the Borrower and  to  act
on  behalf  of  the Borrower with respect to the Loan  Documents,
including the authority to request disbursements of the  proceeds
of  the  Advances and to direct the disposition of such  proceeds
(including  Request  for  LIBOR Loan and Interest  Rate  Election
forms); and (c) a certificate certifying as true and correct,  as
amended, attached copies of the organizational documents  of  the
Borrower  and  the  incumbency and signature of  each  Authorized
Representative  of  the Borrower specified in  said  resolutions.
The  Lender  may  conclusively rely on the certified  resolutions
described  in Section 6.4(b) as to all actions on behalf  of  the
Borrower  by  the  Authorized Representatives  specified  therein
until  the  Lender  receives  further  duly  adopted  resolutions
cancelling or amending the prior resolutions.

      SECTION  6.5  Other Supporting Documents.  The Lender  must
receive  on  or  before the Closing Date the following,  each  of
which  must  be satisfactory to the Lender in form  and  content,
(a)   such   opinions  of  counsel,  certificates,   proceedings,
instruments and other documents as the Lender or its counsel  may
reasonably request to evidence (1) compliance by the Borrower and
all  other parties to the Loan Documents with legal requirements,
(2)  the  truth  and  accuracy as of  the  Closing  Date  of  the
respective   representations  thereof  contained  in   the   Loan
Documents,  and (3) the due performance or satisfaction  by  such
parties  at  or prior to the Closing Date of all agreements  then
required to be performed and all conditions then required  to  be
satisfied  by them pursuant to the Loan Documents, and  (b)  such
additional supporting documents as the Lender or its counsel  may
reasonably request.


                           ARTICLE 7

               GENERAL COVENANTS OF THE BORROWER

      From  the Closing Date until payment in full of the  Credit
Obligations, the Borrower covenants and agrees that:

     SECTION 7.1  Existence, Properties, etc.  The Borrower shall
(a)  do or cause to be done all things necessary to preserve  and
keep  in full force and effect its existence, all material rights
and  franchises  and  comply in all material  respects  with  all
Governmental Requirements applicable to it and (b) at  all  times
maintain, preserve and protect all necessary franchises and trade
names   and  preserve  such  of  its  property  as  the  Borrower
reasonably determines at any date of determination to  be  useful
in  the conduct of its business and keep the same in good repair,
working order and condition, and from time to time make, or cause
to  be  made,  all  needful  and  proper  repairs,  renewals  and
replacements, betterments and improvements thereto, so  that  the
business  carried on in connection therewith may be properly  and
advantageously  conducted at all times, and  the  failure  to  do
which  would have a material adverse effect on the Borrower;  and
at all times keep its insurable properties adequately insured and
maintain, and pay all premiums and costs of, (i) insurance on its
properties to such extent and against such risks, including fire,
as is customary with companies in the same or a similar business,
(ii)  necessary workmen's compensation insurance and  (iii)  such
other  insurance  (including  liability  insurance)  as  may   be
required by law or as may otherwise be customarily maintained  by
companies in the same or a similar business.

      SECTION  7.2   Payment of Indebtedness,  Taxes,  etc.   The
Borrower  shall  (a)  pay  its indebtedness  and  obligations  in
accordance with normal terms and (b) pay and discharge  or  cause
to  be  paid  and discharged promptly all taxes, assessments  and
other charges or levies of Governmental Authorities imposed  upon
it  or  upon its income and profits or upon any of its properties
before  the  same shall become in default, as well as all  lawful
claims for labor, materials and supplies or otherwise, which,  if
unpaid,  might  reasonably be likely to become a Lien  upon  such
properties  or  any  part thereof; provided,  however,  that  the
Borrower  shall not be required to pay and discharge or cause  to
be  paid  and discharged any such indebtedness, obligation,  tax,
assessment, charge, levy or claim so long as the validity thereof
shall  be duly pursued and contested in good faith by appropriate
action  or  proceedings and the Borrower shall  maintain  to  the
extent  required under generally accepted accounting  principles,
adequate  reserves  for  such  taxes, indebtedness,  obligations,
assessments, charges, levies or claims during such proceedings.

      SECTION  7.3   Financial  Statements,  Reports,  etc.   The
Borrower shall deliver or cause to be delivered to the Lender:

           (1)   Not  later than 60 days after the  end  of  each
     first,  second  and  third fiscal quarter,  a  copy  of  the
     Borrower's  10-Q as filed with the Securities  and  Exchange
     Commission  or  if  such  filing is no  longer  required,  a
     balance  sheet and a statement of revenues and  expenses  of
     the  Borrower  and a statement of cash flow of the  Borrower
     for  such fiscal quarter and for the period beginning on the
     first  day of the fiscal year and ending on the last day  of
     such  fiscal  quarter (in sufficient detail to indicate  the
     Borrower's compliance with the financial covenants set forth
     in  this Article 0), together with statements in comparative
     form  for the corresponding periods in the preceding  fiscal
     year,   and  certified  by  the  chief  executive   officer,
     president  or chief financial officer of the Borrower;  each
     certificate provided pursuant to this clause (1) shall state
     that,  except as disclosed in such certificate  (a)  on  the
     date  of such certificate the representations and warranties
     set forth in this Agreement and all the other Loan Documents
     are  true and correct in all material respects on and as  of
     such   date   with   the   same  effect   as   though   such
     representations and warranties had been made on  such  date,
     and  (b) no Default or Event of Default has occurred and  is
     continuing as of such date or, if such certificate discloses
     that  a  Default  or Event of Default has  occurred  and  is
     continuing as of such date, such certificate shall  describe
     such  Default or Event of Default in reasonable  detail  and
     state  what  action,  if  any, the Borrower  are  taking  or
     propose to take with respect thereto.

           (2)   Not  later than 105 days after the end  of  each
     fiscal year, a copy of the Borrower's 10-K as filed with the
     Securities and Exchange Commission or if such filing  is  no
     longer  required, financial statements (including a  balance
     sheet, a statement of revenues and expenses, a statement  of
     changes  in  shareholders' equity and a  statement  of  cash
     flow)  of  the Borrower for such fiscal year (in  sufficient
     detail  to  indicate  the  Borrower's  compliance  with  the
     financial  covenants set forth in this Article 0),  together
     with statements in comparative form for the preceding fiscal
     year,  and  accompanied by an opinion  of  certified  public
     accountants  acceptable to the Lender, which  opinion  shall
     state  in  effect  that such financial statements  (A)  were
     audited  using  generally accepted auditing  standards,  (B)
     were   prepared   in  accordance  with  generally   accepted
     accounting principles applied on a consistent basis, and (C)
     present  fairly  the  financial  condition  and  results  of
     operations of the Borrower for the periods covered.

           (3)   With  the  financial statements submitted  under
     Section 7.3(1) and 7.3(2), a certificate signed by the party
     certifying  said statement to the effect that  no  Event  of
     Default, nor any event that, upon notice or lapse of time or
     both,  would constitute an Event of Default, exists  or,  if
     any  such  Event of Default or event exists, specifying  the
     nature and extent thereof.

          (4)  Together with the financial statements required by
     paragraphs (1) and (2) above, a compliance certificate  duly
     executed  by  an Authorized Representative of  the  Borrower
     substantially  in  the  form of Exhibit  C  attached  hereto
     evidencing  compliance  with  the  covenants  set  forth  in
     Section 7.8 (a "Compliance Certificate").

           (5)   Contemporaneously with the distributions thereof
     to  the  Borrower's stockholders or the filing thereof  with
     the  Securities and Exchange Commission, as the case may be,
     copies  of  all  statements, reports,  notices  and  filings
     distributed  by  the Borrower to its stockholders  or  filed
     with the Securities and Exchange Commission.

          (6)  Promptly upon receipt thereof, copies of all other
     reports, management letters and other documents submitted to
     it  by independent accountants in connection with any annual
     or interim audit of its books made by such accountants.

          (7)  Promptly after the Borrower knows or has reason to
     know  of  the  occurrence  of any "reportable  event"  under
     Section  4043 of ERISA applicable to the Borrower  or  other
     ERISA  Affiliate,  a  certificate  of  the  chief  executive
     officer,  president  or  chief  financial  officer  of   the
     Borrower  setting  forth the details as to such  "reportable
     event"  and  the  action that the Borrower  or  other  ERISA
     Affiliate  has taken or will take with respect thereto,  and
     promptly  after the filing or receiving thereof,  copies  of
     all  reports  and notices that any Borrower or  other  ERISA
     Affiliate  files  under  ERISA  with  the  Internal  Revenue
     Service  or  the  PBGC  or the United States  Department  of
     Labor.

           (8)   As  soon as practicable, such other  information
     regarding  the  business  affairs,  financial  condition  or
     operations  of  the Borrower as the Lender shall  reasonably
     request from time to time or at any time.

       SECTION  7.4   Litigation  Notice.   The  Borrower  shall,
promptly after the same shall have become known to any officer of
the Borrower, notify the Lender in writing of any action, suit or
proceeding  at law or in equity or by or before any  Governmental
Authority  that,  if  adversely determined, might  reasonably  be
likely  to  impair  the ability of the Borrower  to  perform  its
obligations  under this Agreement or any other Loan  Document  or
might  materially and adversely affect the business or condition,
financial or other, of the Borrower.

      SECTION  7.5  Default Notice.  The Borrower shall  promptly
give notice in writing to the Lender of the occurrence of (a) any
Default or Event of Default, and (b) any event of default or  any
event which upon notice or lapse of time or both would constitute
such an event of default under any other document or agreement to
which  the  Borrower  is  a party with entities  other  than  the
Lender, which default would have a material and adverse effect on
the  continued business operations of the Borrower,  taken  as  a
whole.

      SECTION 7.6  Further Assurances.  The Borrower shall at its
cost  and  expense, upon the request of the Lender, duly  execute
and  deliver, or cause to be duly executed and delivered, to  the
Lender such further instruments and do and cause to be done  such
further  acts  as may be reasonably necessary or  proper  in  the
opinion  of  the  Lender  or  its  counsel  to  carry  out   more
effectively the provisions and purposes of the Loan Documents.

     SECTION 7.7  Insurance.  [Intentionally omitted].

      SECTION 7.8  Covenants Regarding Financial Condition.   The
Borrower covenants and agrees that:

           (1)   Fixed Charges Coverage Ratio.  The Fixed  Charge
     Coverage  Ratio  for  any four consecutive  fiscal  quarters
     immediately preceding the date of determination shall not be
     less  than  (x) 1.15 to 1.0 at any time during  fiscal  year
     1998,  (y)  1.25 to 1.0 at any time during fiscal year  1999
     and (z) 1.35 to 1.0 at any time during fiscal year 2000.

          (2)  Debt to EBITDAR Ratio.  The ratio of Debt plus six
     times  Operating  Lease Payments for  any  four  consecutive
     fiscal  quarters  to EBITDAR for such period  shall  not  be
     greater than (x) 4.0 to 1.0 at the end of any fiscal quarter
     during  fiscal year 1998, (y) 3.75 to 1.0 at the end of  any
     fiscal quarter during fiscal year 1999 and (z) 3.5 to 1.0 at
     the end of any fiscal quarter during fiscal year 2000.

           (3)  Capital Expenditures.  The Borrower will not make
     in  the  aggregate in any consecutive four  fiscal  quarters
     Capital Expenditures that exceed $20,000,000.

           (4)  Net Worth.  The Borrower will not permit its  Net
     Worth to be at any time less than the sum of (i) $37,250,000
     plus  (ii) 100% of cumulative Net Income, if positive, after
     taxes  for the period from June 1, 1996 through the date  of
     determination,  less  dividends actually  paid  during  such
     period,  determined on a quarterly basis; provided, however,
     the  amount  of  dividends paid cannot exceed  125%  of  Net
     Income  for fiscal year ending 1998, 110% of Net Income  for
     fiscal year ending 1999 and 100% of Net Income thereafter.

           (5)   Investment  and Loans.  The Borrower  will  not,
     directly  or  indirectly, purchase or otherwise acquire  any
     stock, security, obligation or evidence of indebtedness  of,
     make  any  capital contribution to, own any equity  interest
     in,  or  make  any  loan or advance to,  any  other  person;
     provided, however, that it may acquire and continue to  hold
     Permitted Investments.

           (6)   Disposition  of Assets.  The Borrower  will  not
     without the consent of the Lender, sell, lease, transfer  or
     otherwise  dispose of any substantial part of its properties
     and assets.

           (7)   Consolidation or Merger.  The Borrower will  not
     consolidate  with  or merge with or into another  person  or
     permit  any other person to merge into it other than  (x)  a
     merger  or  consolidation  in  which  the  Borrower  is  the
     surviving  entity and no Default or Event of  Default  shall
     occur as a result thereof and (y) any merger of Subsidiaries
     with the Borrower or each other.

           (8)  Liens.  The Borrower will not, nor (except to the
     extent  required  in connection with the terms  of  purchase
     money  Debt or performance or surety bond obligations or  as
     required  by  law  or  any  Governmental  Authority   having
     jurisdiction  over  the Borrower) covenant  with  any  other
     person not to, incur, create, assume or permit to exist  any
     Lien  upon any of its accounts receivable, contract  rights,
     chattel  paper,  inventory, equipment, instruments,  general
     intangibles  or  other  personal or  real  property  of  any
     character,  whether now owned or hereafter  acquired,  other
     than Liens that constitute Permitted Encumbrances.

           (9)  Sale of Receivables.  The Borrower will not sell,
     assign  or discount, or grant or permit any Lien on, any  of
     its  accounts receivable or any promissory note held by  it,
     with  or  without recourse, other than the discount of  such
     notes in the ordinary course of business for collection.

           (10)  Lease Obligations.  The Borrower will not incur,
     create, permit to exist or assume any commitment to make any
     direct or indirect payment, as rent, under any lease, rental
     or  other  arrangement for the use of property of any  other
     person,  if  immediately thereafter the  aggregate  of  such
     payments   to   be  made  by  it  would  exceed  $15,000,000
     (exclusive  of  Technology Leases) plus up to $3,000,000  of
     payments   with   respect  to  Technology  Leases   in   any
     consecutive four fiscal quarters.

           (11)  Indebtedness.   The  Borrower  will  not  incur,
     create,  assume  or  permit to exist any  Debt,  except  the
     indebtedness  evidenced  by the  Note,  other  Debt  to  the
     Lender,  purchase  money obligations  in  respect  of  Liens
     allowed  under  Section 7.8(8), Debt set forth  in  Schedule
     7.8(11)  attached hereto existing on the date  hereof,  Debt
     not  exceeding  $500,000  in the aggregate  and  capitalized
     lease obligations.

           (12)  Guaranties.   The Borrower will  not  guarantee,
     endorse, become surety for or otherwise in any way become or
     be   responsible   for  the  indebtedness,  liabilities   or
     obligations  of  any other person, whether by  agreement  to
     purchase  the  indebtedness  or  obligations  of  any  other
     person,  or  agreement for the furnishing of  funds  to  any
     other  person (directly or indirectly, through the  purchase
     of  goods, supplies or services or by way of stock purchase,
     capital contribution, working capital maintenance agreement,
     advance or loan) or for the purpose of paying or discharging
     the  indebtedness  or obligations of any  other  person,  or
     otherwise,   except  for  the  endorsement   of   negotiable
     instruments   in  the  ordinary  course  of   business   for
     collection.

           (13)  Take  or Pay Contracts.  The Borrower  will  not
     enter into or be a party to any contract for the purchase of
     merchandise, materials, supplies or other property  if  such
     contract   provides  that  payment  for  such   merchandise,
     materials,  supplies  or  other  property  shall   be   made
     regardless   of   whether  delivery  of  such   merchandise,
     materials,  supplies  or  other property  is  ever  made  or
     tendered.

           (14) Sale-Leaseback.  The Borrower will not enter into
     any  arrangement, directly or indirectly,  with  any  person
     whereby  it sells or transfers any property, real,  personal
     or  mixed,  and used or useful in its business, whether  now
     owned  or hereafter acquired, and thereafter rents or leases
     such  property or other property that it intends to use  for
     substantially the same purpose or purposes as  the  property
     sold  or transferred, unless (A) such transaction is entered
     into  on  commercially reasonable terms on  an  arms'-length
     basis;  (B) the Borrower notifies the Lender of any proposed
     lease   transaction  subject  to  the  provisions  of   this
     clause  and  advises  the Lender as to  the  terms  thereof,
     within  30  days prior to the effective date of such  lease;
     and (C) the net cash proceeds (if any) to the Borrower, from
     such  transaction  are  immediately applied  to  reduce  the
     Credit Obligations.

           (15)  Permitted Acquisitions.  The Borrower shall  not
     make  in any given fiscal year any acquisition having a cost
     in  excess of $5,000,000, if, on the date of the acquisition
     a  Default  or Event of Default would occur or would  result
     from  such  acquisition  without the express  prior  written
     consent of the Lender.

           (16)  Solvency.   The  Borrower will  continue  to  be
     Solvent.

     SECTION 7.9  Continuation of Current Business.  The Borrower
will  not  engage  in  any  business other  than  the  restaurant
business and substantially related businesses.

      SECTION  7.10  Cooperation; Inspection of Properties.   The
Borrower  shall  permit  the Lender and  its  representatives  to
inspect  the  Borrower's  properties and  assets  (including  all
Stores),  and  to inspect, review and audit the Borrower's  books
and  records from time to time and at any time, after  reasonable
notice and at reasonable times all with minimal disruption.

      SECTION 7.11  Use of Proceeds.  The Borrower shall use  the
proceeds  exclusively for general corporate  purposes  and  other
capital  needs including expenditures involving the  construction
of  new Borrower-owned restaurants and/or renovations of existing
cafeterias.

      SECTION  7.12  Transactions with Affiliates.  The  Borrower
will  not, directly or indirectly, enter into any lease or  other
transaction  with any Affiliate on terms that are less  favorable
to  the  Borrower  entering into such lease or other  transaction
than  those that are typical of those obtained at the  time  from
persons who are not Affiliates of the Borrower.

      SECTION  7.13   Change in Management.   The  Borrower  will
promptly  notify  the Lender of any change with  respect  to  the
members  of the Board of Directors of the Borrower or any  change
in the senior executive officers of the Borrower.

      SECTION  7.14   Continuation of Current Business,  Offices,
Name,  etc.  The Borrower will not (a) remove its principal place
of  business  or  business records from Clayton County,  Georgia,
unless  the  removal  is pursuant to a merger,  consolidation  or
transfer  of  assets  approved by  the  Lender;  or  (b)  without
providing the Lender with prior written notice, change  its  name
or conduct its business in any name other than its current names;
or  (c)  enter  into  (1) any agreement whereby  the  management,
supervision or control of its business is delegated to or  placed
in  any  person  other than its governing body  and  officers  or
(2)  any  contract  or  agreement whereby any  of  its  principal
functions  are delegated to or placed in any agent or independent
contractor.

      SECTION 7.15  Creation or Acquisition of Subsidiaries.  The
Borrower may from time to time create or acquire new Subsidiaries
in  connection with permitted acquisitions allowed under  Section
7.8(15)  or otherwise in accordance with this Agreement, provided
that  promptly  (and  in any event within fifteen  (15)  Business
Days) after the creation or direct or indirect acquisition by the
Borrower  of  any  such new Subsidiary, such new Subsidiary  will
execute  and  deliver to the Lender a Guaranty Agreement  in  the
form  customarily used by the Lender in similar transactions  and
all  such  other documents necessary to cause it to guaranty  all
the Credit Obligations.


                           ARTICLE 8

                 EVENTS OF DEFAULT AND REMEDIES

      SECTION  8.1   Events  of  Default.   The  following  shall
constitute Events of Default under this Agreement:

           (a)   default  in the due payment of any principal  or
     interest  payable under the terms of any Note or  any  other
     amount  payable  under this Agreement or any  other  of  the
     Credit  Obligations or any other amount owed to  the  Lender
     under  or in connection with any of the Loan Documents  and,
     if  such default is with respect to a payment other  than  a
     principal  payment, such nonpayment continues for  five  (5)
     days after such due date; or

           (b)   the Borrower shall default in the observance  or
     performance  of  any provision in Sections 7.3,  7.8,  7.11,
     7.12, 7.14 and 7.15; or

           (c)  the Borrower shall default in the performance  or
     observance of any provision of this Agreement, except  those
     covered  by  clauses (a) and (b) above, and shall  not  cure
     such default within 30 days after the first to occur of  (i)
     the  date  the Lender gives written or telephonic notice  of
     the  default to the Borrower or (ii) the date an  Authorized
     Representative of the Borrower otherwise has  actual  notice
     thereof; or

           (d)   the  Lender shall determine that any  statement,
     certification, representation or warranty contained  herein,
     or  in  any  of the other Loan Documents or in  any  report,
     financial   statement,  certificate  or   other   instrument
     delivered to the Lender by or on behalf of the Borrower, was
     misleading or untrue in any material respect at the time  it
     was made; or

           (e)   default shall be made with respect to  any  Debt
     (other than the Credit Obligations) of the Borrower when due
     or  the  performance  of  any other obligation  incurred  in
     connection with any Debt of the Borrower, if the  effect  of
     such  default is to accelerate the maturity of such Debt  or
     to  permit  the holder thereof to cause such Debt to  become
     due prior to its stated maturity, or any such Debt shall not
     be  paid when due, if the aggregate amount of all such  Debt
     involved exceeds $1,000,000; or

          (f)  the Borrower shall (i) apply for or consent to the
     appointment  of  a  receiver, trustee, liquidator  or  other
     custodian  of  it  or  any  of  its  properties  or  assets,
     (ii) fail or admit in writing its inability to pay its debts
     generally   as  they  become  due,  (iii)  make  a   general
     assignment  for  the benefit of creditors,  (iv)  suffer  or
     permit  an order for relief to be entered against it in  any
     proceeding under the federal Bankruptcy Code, or (v) file  a
     voluntary petition in bankruptcy, or a petition or an answer
     seeking  an  arrangement with creditors or seeking  to  take
     advantage  of  any  bankruptcy, reorganization,  insolvency,
     readjustment  of  debt, dissolution or  liquidation  law  or
     statute, or an answer admitting the material allegations  of
     a petition filed against it in any proceeding under any such
     law  or statute, or if corporate or partnership action shall
     be taken by the Borrower for the purpose of effecting any of
     the foregoing; or

            (g)    a   petition  shall  be  filed,  without   the
     application, approval or consent of any of the Borrower,  in
     any  court  of  competent jurisdiction, seeking  bankruptcy,
     reorganization, rearrangement, dissolution or liquidation of
     the  Borrower  or  of  all  or a  substantial  part  of  the
     properties or assets of the Borrower, or seeking  any  other
     relief under any law or statute of the type referred  to  in
     clause  (v) of paragraph (f) above against the Borrower,  or
     the  appointment of a receiver, trustee, liquidator or other
     custodian of the Borrower or of all or a substantial part of
     the  properties or assets of the Borrower, and such petition
     shall  not  have  been dismissed within 60  days  after  the
     filing thereof; or

           (h)   there  shall occur the insolvency,  dissolution,
     liquidation or suspension of business of the Borrower or the
     issuance  of  a writ of execution, attachment or garnishment
     against  the  assets  of  the Borrower,  and  such  writ  of
     execution, attachment or garnishment shall not be dismissed,
     discharged or quashed within 30 days of issuance; or

           (i)   the  Borrower shall default under any  agreement
     material  to  the operation of its business as conducted  on
     the  Closing Date or proposed to be conducted which  default
     shall have a material adverse effect on the Borrower; or

           (j)   final  judgment or judgments for the payment  of
     money  in  excess of an aggregate of $500,000 (in excess  of
     insurance  coverages) shall be rendered against any  of  the
     Borrower and the same shall remain undischarged for a period
     of  30  days during which execution shall not be effectively
     stayed; or

           (k)   any  event  with respect to a  Plan  shall  have
     occurred  that would result in termination of such  Plan  (a
     "Termination  Event") and, 30 days after  the  Borrower  has
     notice  thereof,  (i) such "Termination Event"  shall  still
     exist  and  (ii)  the sum (determined  as  of  the  date  of
     occurrence   of   such   "Termination   Event")    of    the
     "Insufficiency"  of such Plan attributable to  the  Borrower
     and   the  "Insufficiency"  of  any  and  all  other   Plans
     attributable  to  the  Borrower  with  respect  to  which  a
     "Termination  Event" shall have occurred and then  exist  is
     equal to or greater than $1,000,000; or

           (l)   the  Borrower or any ERISA Affiliate shall  have
     been notified by the sponsor of a Multiemployer Plan that it
     has  incurred  "Withdrawal Liability" to such  Multiemployer
     Plan  in  an  amount  attributable to Borrower  which,  when
     aggregated  with all other amounts required to  be  paid  to
     Multiemployer   Plans   in   connection   with   "Withdrawal
     Liability" (determined as of the date of such notification),
     exceeds  $1,000,000 or requires payments exceeding  $250,000
     per annum; or

           (m)   the  Borrower or any ERISA Affiliate shall  have
     been  notified by the sponsor of a Multiemployer  Plan  that
     such  Multiemployer Plan is in reorganization  or  is  being
     terminated,  within the meaning of Title  IV  of  ERISA,  if
     solely as a result of such reorganization or termination the
     aggregate annual contributions attributable to Borrower  and
     its  ERISA  Affiliates to all Multiemployer Plans which  are
     then in reorganization or being terminated have been or will
     be   increased   over  the  amounts  contributed   to   such
     Multiemployer  Plans  for the respective  plan  years  which
     include the date hereof by an amount exceeding $250,000; or

          (n)  this Agreement shall cease to be in full force and
     effect  or the Borrower shall take any action to claim  that
     this Agreement is not in full force and effect;


then,  and in any such event and at any time thereafter, if  such
Event of Default shall then be continuing,

           (A)   either or both of the following actions  may  be
     taken:  (i)  the  Lender may declare any obligation  of  the
     Lender  to make further Advances or issue Letters of  Credit
     terminated, whereupon the obligation of the Lender  to  make
     further Advances or issue Letters of Credit, hereunder shall
     terminate immediately, and (ii) the Lender shall declare  by
     notice  to the Borrower any or all of the Credit Obligations
     to  be  immediately due and payable, and the same, including
     all  interest  accrued thereon and all other obligations  of
     the   Borrower   to  the  Lender,  shall  forthwith   become
     immediately  due  and  payable without presentment,  demand,
     protest, notice or other formality of any kind, all of which
     are hereby expressly waived, anything contained herein or in
     any  instrument  evidencing the Credit  Obligations  to  the
     contrary    notwithstanding;   provided,    however,    that
     notwithstanding the above, if there shall occur an Event  of
     Default  under clauses (f) or (g) above, then the obligation
     of   the   Lender  to  lend  hereunder  shall  automatically
     terminate and any and all of the Credit Obligations shall be
     immediately  due  and payable without the necessity  of  any
     action by the Lender or notice to the Borrower;

           (B)  the Lender may treat all then outstanding Letters
     of  Credit as if drafts in the full amount available  to  be
     drawn thereunder had been properly drawn thereunder and paid
     by  the  Lender  and the Borrower had failed or  refused  to
     reimburse the Lender for the amount so paid within the  time
     permitted under Section 0;

           (C)   the Borrower shall, promptly upon demand of  the
     Lender,  deposit in cash with the Lender an amount equal  to
     the   amount  of  all  Letter  of  Credit  Obligations  then
     outstanding,  as  collateral  security  for  the   repayment
     thereof, which deposit shall be held by the Lender under the
     provisions of Section 0; and

           (D)  the Lender shall exercise any and all rights  and
     remedies  available to the Lender under the  Loan  Documents
     and applicable law.

      SECTION 8.2  Cumulative Rights.  No right or remedy  herein
conferred  upon  the Lender is intended to be  exclusive  of  any
other  rights or remedies contained herein or in any  other  Loan
Document, and every such right or remedy shall be cumulative  and
shall  be  in  addition  to  every other  such  right  or  remedy
contained herein and therein or now or hereafter existing at  law
or in equity or by statute, or otherwise.

      SECTION  8.3  No Waiver.  No course of dealing between  the
Borrower  and the Lender or any failure or delay on the  part  of
the  Lender in exercising any rights or remedies hereunder  shall
operate  as a waiver of any rights or remedies hereunder  and  no
single  or  partial exercise of any rights or remedies  hereunder
shall  operate as a waiver or preclude the exercise of any  other
rights or remedies hereunder or of the same right or remedy on  a
future occasion.


                           ARTICLE 9

                         MISCELLANEOUS

      SECTION  9.1  Participations.  The Borrower and the  Lender
understand that the Lender may grant a participation in the Note,
Loans  and  interest  in  the Credit  Obligations  and  the  Loan
Documents  to any Affiliate of the Lender, and all communications
with  the Lender and the Borrower shall be solely with the Lender
and  not  with  any participant.  The Borrower  agrees  that  any
participant or subparticipant may exercise any and all rights  of
banker's  lien or set-off with respect to the Borrower, as  fully
as if such participant or subparticipant had made a loan directly
to   the   Borrower  in  the  amount  of  the  participation   or
subparticipation  given to such participant or subparticipant  in
the  Credit Obligations and the Loan Documents.  For purposes  of
this  Section 0 only, the Borrower shall be deemed to be directly
obligated to each participant or subparticipant in the amount  of
its participating interest in the amount of the principal of, and
interest on, the Credit Obligations.  Nothing contained  in  this
section  shall  affect  the  Lender's  right  of  set-off  (under
Section 0 or applicable law) with respect to the entire amount of
the Credit Obligations, notwithstanding any such participation or
subparticipation.  The Lender may divulge to any  participant  or
subparticipant  all  information, reports, financial  statements,
certificates  and  documents obtained  by  the  Lender  from  the
Borrower  or  any  other  person under  any  provisions  of  this
Agreement or the other Loan Documents or otherwise.

     SECTION 9.2  Notices.

      (a)  Any request, demand, authorization, direction, notice,
consent, waiver or other document provided or permitted  by  this
Agreement or the other Loan Documents to be made upon,  given  or
furnished  to,  or filed with, the Borrower or  the  Lender  must
(except as otherwise provided in this Agreement or the other Loan
Documents) be in writing and be delivered by one of the following
means:   (1)  by  personal delivery at the hand delivery  address
specified  below,  (2)  by first-class, registered  or  certified
mail, postage prepaid and addressed as specified below, or (3) if
facsimile  transmission facilities for such party are  identified
below  or pursuant to a separate notice from such party, sent  by
facsimile transmission to the number specified below or  in  such
notice.

      (b)   The  hand delivery address, mailing address  and  (if
applicable) facsimile transmission number for receipt  of  notice
or  other  documents by such parties are as set forth  below  the
signatures  of  the  Borrower  and the  Lender  on  the  attached
signature  pages.  Any of such parties may change its address  or
facsimile  transmission number for receiving any such  notice  or
other  document  by  giving notice of the  change  to  the  other
parties referred to in this Section 0.

      (c)   Any  such  notice or other document shall  be  deemed
delivered when actually received by an officer, director, partner
or  other  legal representative of the party) at the  address  or
number specified pursuant to this Section 0, or, if sent by  mail
and  not earlier received, three Business Days after such  notice
or  document is deposited in the United States mail, addressed as
provided above.

      (d)   Five  (5)  Business Days' notice to the  Borrower  as
provided  above shall constitute reasonable notification  to  the
Borrower when notification is required by law; provided, however,
that  nothing  contained in the foregoing shall be  construed  as
requiring five (5) Business Days' notice if, under applicable law
and  the  circumstances then existing, a shorter period  of  time
would constitute reasonable notice.

      SECTION 9.3  No Waiver.  No failure or delay on the part of
the Lender or the Borrower in the exercise of any right, power or
privilege hereunder shall operate as a waiver of any such  right,
power  or  privilege nor shall any such failure or delay preclude
any  other or further exercise thereof.  The rights and  remedies
herein provided are cumulative and not exclusive of any rights or
remedies provided by law.

      SECTION  9.4  Setoff.  Upon the occurrence and  during  the
continuance  of  any  Event  of  Default  the  Lender  is  hereby
authorized at any time and from time to time, without  notice  to
the  Borrower  (any  such notice being expressly  waived  by  the
Borrower), to set off and apply any and all deposits (general  or
special,  time or demand, provisional or final) at any time  held
and other indebtedness at any time owing by the Lender (including
any  branches,  agencies or Affiliates of  the  Lender,  wherever
located)  to  or  for the credit or the account of  the  Borrower
against  any  and all of the obligations of the Borrower  now  or
hereafter  existing under any of the Loan Documents, irrespective
of  whether or not any demand shall have been made under the Loan
Documents  and  although such obligations may be unmatured.   The
Lender  agrees  promptly to notify the Borrower  after  any  such
set-off  and application, provided that the failure to give  such
notice  shall  not  affect  the  validity  of  such  set-off  and
application or impose any liability on the Lender.  The rights of
the  Lender  under this Section 0 are in addition  to  all  other
rights  and  remedies  (including  other  rights  of  set-off  or
pursuant to any banker's lien) that the Lender may have.

      SECTION  9.5  Survival.  All representations and warranties
made  under this Agreement shall be deemed to be made, and  shall
be  true  and  correct,  at and as of the Closing  Date  and,  as
updated  by  the  Borrower from time to time, the  date  of  each
Advance  or  of  issuance of a Letter of Credit.  All  covenants,
agreements, representations and warranties made in this Agreement
or  in  any  of  the other Loan Documents and in the certificates
delivered pursuant to any of the Loan Documents shall survive the
making  by the Lender of the Loans and the execution and delivery
to  the  Lender  of this Agreement, the Note and the  other  Loan
Documents and shall continue in full force and effect so long  as
any of the Credit Obligations remain outstanding.

      SECTION 9.6  Expenses.  The Borrower shall promptly pay all
reasonable  legal fees and expenses actually incurred  by  Lender
(including reasonable documented fees and expenses of counsel for
the  Lender), insurance premiums, recording, filing and  transfer
fees  and  taxes,  and other costs and expenses  related  to  the
Credit Obligations or required by any of the Loan Documents.   If
the  Borrower fails to pay any such cost or expense,  the  Lender
may,  but  shall  have no obligation to, pay the  same  from  the
Lender's funds or by making an Advance for such purpose,  without
notice  to the Borrower.  The Borrower shall reimburse the Lender
on  demand for, and shall indemnify and hold the Lender  harmless
from  and against, all such costs and expenses paid by the Lender
and  all  other  reasonable  costs and  expenses  (including  the
reasonable  fees  and disbursements of the Lender's  counsel)  of
every  kind  incurred by the Lender in connection  with  (i)  the
making  or  collection  of  the  Credit  Obligations,  (ii)   the
preparation and review of the Loan Documents (whether or not  the
transactions provided for in this Agreement shall be consummated)
and any other documents related thereto, (iii) the enforcement of
any  of  the Loan Documents and the defense of any claim,  cross-
claim or counterclaim asserted against the Lender by the Borrower
or any other person that relates to the Credit Obligations or the
Loan Documents and (iv) the transactions provided for in the Loan
Documents.  Any amount paid or advanced by the Lender under  this
section  or  the  other Loan Documents shall bear interest  until
paid  at a rate equal to two percent (2%) in excess of the Quoted
Cost  of  Funds Rate in effect from time to time, or the  highest
rate permitted by law, whichever is less.  The Borrower shall pay
all  costs  and  expenses  of  performing  and  satisfying  their
obligations  under  this  Agreement.  The Borrower's  obligations
under  this  Section 0 shall survive the payment in full  of  the
Credit Obligations and the termination of this Agreement.

      SECTION  9.7  Counterparts.  This Agreement may be executed
in any number of counterparts, each of which when so executed and
delivered  shall  be  deemed an original, and  it  shall  not  be
necessary in making proof of this Agreement to produce or account
for more than one such fully-executed counterpart.

      SECTION  9.8   Submission  to Jurisdiction.   The  Borrower
irrevocably (a) acknowledges that this Agreement will be accepted
by  the  Lender  and performed by the Borrower in  the  State  of
Alabama; (b) submits to the jurisdiction of each state or federal
court  sitting  in  Jefferson County, Alabama (collectively,  the
"Courts") over any suit, action or proceeding arising out  of  or
relating  to  this Agreement or any of the other  Loan  Documents
(individually, an "Agreement Action"); (c) waives, to the fullest
extent  permitted  by  law, any objection  or  defense  that  the
Borrower may now or hereafter have based on improper venue,  lack
of  personal jurisdiction, inconvenience of forum or any  similar
matter in any Agreement Action brought in any of the Courts;  (d)
agrees that non-applicable final judgment in any Agreement Action
brought in any of the Courts shall be conclusive and binding upon
the  Borrower  and  may be enforced in any  other  court  to  the
jurisdiction  of which the Borrower is subject, by  a  suit  upon
such  judgment;  (e) consents to the service of  process  on  the
Borrower in any Agreement Action by the mailing of a copy thereof
by registered or certified mail, postage prepaid, to the Borrower
at its address designated in or pursuant to Section 0; (f) agrees
that  service  in accordance with this Section 0 shall  in  every
respect  be  effective and binding on the Borrower  to  the  same
extent  as  though served on the Borrower in person by  a  person
duly  authorized to serve such process; and (g) AGREES  THAT  THE
PROVISIONS  OF  THIS SECTION, EVEN IF FOUND NOT  TO  BE  STRICTLY
ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE "FAIR WARNING" TO  THE
BORROWER  THAT  THE EXECUTION OF THIS AGREEMENT MAY  SUBJECT  THE
BORROWER  TO  THE  JURISDICTION OF EACH STATE  OR  FEDERAL  COURT
SITTING  IN  JEFFERSON  COUNTY,  ALABAMA  WITH  RESPECT  TO   ANY
AGREEMENT  ACTIONS, AND THAT IT IS FORESEEABLE  BY  THE  BORROWER
THAT  IT MAY BE SUBJECTED TO THE JURISDICTION OF SUCH COURTS  AND
MAY  BE  SUED  IN THE STATE OF ALABAMA IN ANY AGREEMENT  ACTIONS.
Nothing  in  this Section 0 shall limit or restrict the  Lender's
right to serve process or bring Agreement Actions in manners  and
in courts otherwise than as herein provided.

      SECTION 9.9  Termination. The termination of this Agreement
shall  not affect any rights of the Borrower, the Lender  or  any
obligation  of  the Borrower, the Lender, arising  prior  to  the
effective  date  of  such termination, and the provisions  hereof
shall  continue  to  be  fully operative until  all  transactions
entered  into or rights created or obligations incurred prior  to
such  termination  have  been fully  disposed  of,  concluded  or
liquidated and the Credit Obligations arising prior to  or  after
such  termination have been irrevocably paid in full.  The rights
granted to the Lender for the benefit of the Lender hereunder and
under  the other Loan Documents shall continue in full force  and
effect, notwithstanding the termination of this Agreement,  until
all  of  the Credit Obligations have been paid in full after  the
termination hereof or the Borrower have furnished the Lender with
an  indemnification  satisfactory  to  the  Lender  with  respect
thereto.  All representation, warranties, covenants, waivers  and
agreements  contained  herein shall  survive  termination  hereof
until  payment in full of the Credit Obligations unless otherwise
provided herein. Notwithstanding the foregoing, if after  receipt
of  any payment of all or any part of the Credit Obligations, the
Lender  is for any reason compelled to surrender such payment  to
any  Person  because such payment is determined  to  be  void  or
voidable  as  a preference, impermissible setoff, a diversion  of
trust  funds  or  for  any  other reason,  this  Agreement  shall
continue in full force and the Borrower shall be liable  to,  and
shall  indemnify and hold the Lender harmless for, the amount  of
such payment surrendered until the Lender shall have been finally
and  irrevocably  paid in full. The provisions of  the  foregoing
sentence  shall  be  and  remain  effective  notwithstanding  any
contrary  action  which  may have been taken  by  the  Lender  in
reliance upon such payment, and any such contrary action so taken
shall  be  without  prejudice to the Lender's rights  under  this
Agreement and shall be deemed to have been conditioned upon  such
payment  having become final and irrevocable.  If on any date  on
which  the Borrower wishes to pay the Credit Obligations in  full
and terminate this Agreement, there are any outstanding Letter of
Credit Borrowings, the Borrower shall, unless otherwise agreed by
the  Lender in its sole discretion, make a cash prepayment to the
Lender  on  such  date in an amount equal to the then-outstanding
Letter  of  Credit  Borrowings, and the Lender  shall  hold  such
prepayment in an interest-bearing cash collateral account in  the
name  and  under  the sole control of the Lender  (which  account
shall  bear interest at the Lender's then-current rate  for  such
accounts) as security for the Reimbursement Obligations and other
Letter  of Credit Obligations.  Such account shall not constitute
an  asset  of  the Borrower, subject to its rights therein  under
this  Section 0.  The Lender shall from time to time  debit  such
account  for  the payment of the Letter of Credit Obligations  as
the  same  become due and payable and shall promptly  refund  any
excess  funds  (including interest) held in said account  to  the
Borrower  if  and  when  no  Letter of Credit  Borrowings  remain
outstanding hereunder and all of the Credit Obligations have been
paid  in  full.  The Borrower shall remain liable for any  Credit
Obligations in excess of the amounts paid from such account.

       SECTION  9.10   Governing  Law.   All  documents  executed
pursuant to the transactions contemplated herein, including  this
Agreement  and each of the Loan Documents shall be deemed  to  be
contracts made under, and for all purposes shall be construed  in
accordance with, the internal laws and judicial decisions of  the
State of Alabama.

      SECTION  9.11   Indemnification.  In consideration  of  the
execution  and delivery of this Agreement by the Lender,  and  so
long  as the Lender has fulfilled its obligations hereunder,  the
Borrower hereby indemnifies, exonerates and holds the Lender  and
its   respective  officers,  directors,  employees   and   agents
(collectively, the "Indemnified Parties") free and harmless  from
and against any and all actions, causes of action, claims, suits,
losses, costs, liabilities and damages, and expenses incurred  in
connection   therewith  (irrespective   of   whether   any   such
Indemnified   Party  is  a  party  to  the   action   for   which
indemnification   hereunder  is  sought),  including   reasonable
documented  attorneys' fees and disbursements (collectively,  the
"Indemnified Liabilities"), actually incurred by the  Indemnified
Parties  or  any of them as a result of, or arising  out  of,  or
relating to any of the following:

           (a)   any  transaction financed or to be  financed  in
     whole  or in part, directly or indirectly, with the proceeds
     of any Loan;

            (b)   the  entering  into  and  performance  of  this
     Agreement  and  any  other  Loan  Document  by  any  of  the
     Indemnified Parties;

            (c)   any  investigation,  litigation  or  proceeding
     related  to any environmental cleanup, audit, compliance  or
     other  matter relating to the protection of the  environment
     with  respect to property owned or operated by the  Borrower
     or  to any action or inaction of the Borrower or the release
     by the Borrower of any Hazardous Materials; or

           (d)  the presence on or under, or the escape, seepage,
     leakage,  spillage,  discharge,  emission,  discharging   or
     releases  from, any real property owned or operated  by  the
     Borrower  thereof of any Hazardous Materials (including  any
     losses,  liabilities, damages, injuries, costs, expenses  or
     claims  asserted  or arising under any environmental  laws),
     regardless  of whether caused by, or within the control  of,
     the Borrower,

except  for  any  such Indemnified Liabilities  arising  for  the
account  of  a  particular Indemnified Party  by  reason  of  the
relevant   Indemnified  Party's  gross  negligence   or   willful
misconduct,  and  if  and  to  the  extent  that  the   foregoing
undertaking  may  be unenforceable for any reason,  the  Borrower
hereby agrees to make the maximum contribution to the payment and
satisfaction  of  each  of the Indemnified Liabilities  which  is
permissible under applicable law.

      SECTION  9.12  Agreement Controls.  In the event  that  any
term  of  any  of  the Loan Documents other than  this  Agreement
conflicts  with  any  term  of  this  Agreement,  the  terms  and
provisions of this Agreement shall control.

      SECTION 9.13  Successors and Assigns.  This Agreement shall
be  binding  upon and shall inure to the benefit of  the  parties
hereto  and  their  respective successors and assigns;  provided,
however,  that  the  Borrower may not assign  or  transfer  their
rights or obligations hereunder without the prior written consent
of  the  Lender.   The  Lender may not  assign  or  transfer  its
interest   hereunder  except  as  otherwise  provided   in   this
Agreement.

      SECTION  9.14  Severability.  Any provision of any  of  the
Loan  Documents  that  is  prohibited  or  unenforceable  in  any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the  extent  of  such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof  or  thereof  or
affecting the validity or enforceability of such provision in any
other jurisdiction.

      SECTION  9.15  Arbitration; Preservation and Limitation  of
Remedies.

      (a)   If  any dispute or controversy shall arise among  the
parties  hereto as to any matter arising out of or in  connection
with  the Loan Documents, the parties shall attempt in good faith
to resolve such controversy by mutual agreement.  If such dispute
or controversy cannot be so resolved, it shall be resolved solely
in accordance with the provisions of this Section 0.  Institution
of  a judicial proceeding by a party does not waive the right  of
that party to demand arbitration hereunder.

      (b)  Any dispute, controversy or claim between or among the
parties  hereto  (the  "Disputing Parties"), including  disputes,
controversies and claims arising out of or related  to  the  Loan
Documents, or the breach thereof, and the subject matter  hereof,
shall,  except  as provided in this Section 0, be  settled  by  a
single  arbitrator  by  arbitration  in  Birmingham,  Alabama  in
accordance with the Commercial Arbitration Rules of the  American
Arbitration  Association as amended from  time  to  time  and  as
modified by this Agreement.

      (c)   The  arbitrator shall be selected  by  the  Disputing
Parties within 15 days after demand for arbitration is made by  a
Disputing Party.  If the Disputing Parties are unable to agree on
an arbitrator within such period, then each Disputing Party shall
select  one arbitrator, and each such arbitrator shall  select  a
third  arbitrator and the dispute shall be settled by  the  panel
consisting  of such three arbitrators (such panel, or the  single
arbitrator agreed to by both parties, as the case may  be,  being
hereinafter referred to as the "Arbiter").  Each arbitrator shall
be  a licensed attorney in the State of Alabama and shall possess
substantive legal experience with respect to the principal issues
in dispute.

      (d)   Except as may otherwise be agreed in writing  by  the
Disputing  Parties or as ordered by the Arbiter upon  substantial
justification,  the  hearing of the dispute  shall  be  held  and
concluded  within  90  days  of  submission  of  the  dispute  to
arbitration.  The Arbiter shall render its final award within  30
days  following  conclusion of the hearing.   The  Arbiter  shall
state the factual and legal basis for the award.  The decision of
the  Arbiter shall be final and binding except as provided in the
Federal Arbitration Act, 9 U.S.C. Section 1 et. seq., and  except
for  errors of law based on findings of fact.  Final judgment may
be  entered  upon  such  an  award  in  any  court  of  competent
jurisdiction, but entry of such judgment shall not be required to
make such award effective.

      (e)   Nothing in this Section 0 shall limit any right  that
any  party  may  otherwise  have to seek  to  obtain  preliminary
injunctive relief in order to preserve the status quo pending the
disposition of any such arbitration proceeding.

      SECTION  9.16  Usury Laws.  Any provision of this Agreement
or   any   of   the   other  Loan  Documents  to   the   contrary
notwithstanding, the Borrower and the Lender agree that  they  do
not  intend for the interest or other consideration provided  for
in this Agreement and the other Loan Documents to be greater than
the  maximum  amount permitted by applicable law.  Regardless  of
any  provision  in  this  Agreement or  any  of  the  other  Loan
Documents,  the Lender shall not be entitled to receive,  collect
or  apply,  as interest on the Credit Obligations, any amount  in
excess  of  the maximum rate of interest permitted to be  charged
under  applicable law until such time, if any, as that  interest,
together  with all other interest then payable, falls within  the
then  applicable maximum lawful rate of interest.  If the  Lender
shall receive, collect or apply any amount in excess of the  then
maximum  rate  of  interest, the amount that would  be  excessive
interest shall be applied first to the reduction of the principal
amount  of the Credit Obligations then outstanding in the inverse
order  of maturity, and second, if such principal amount is  paid
in  full, any excess shall forthwith be returned to the Borrower.
In  determining  whether the interest paid or payable  under  any
specific  contingency  exceeds  the  highest  lawful  rate,   the
Borrower  and  the Lender shall, to the maximum extent  permitted
under  applicable law, (a) characterize any nonprincipal  payment
as   an   expense,  fee  or  premium  rather  than  as  interest,
(b)  exclude  voluntary  prepayments  and  the  effects  thereof,
(c) consider all the Credit Obligations as one general obligation
of  the  Borrower,  and  (d) "spread" the  total  amount  of  the
interest  throughout  the entire term of the  Note  so  that  the
interest rate is uniform throughout the entire term of the Note.

      SECTION 9.17  Confidentiality of Information.  The Borrower
may  from  time to time furnish to the Lender written information
which  is  identified when delivered as being  confidential  (the
"Confidential  Information").  The Lender  shall  use  reasonable
efforts  to apply to any Confidential Information such procedures
regarding confidentiality as it provides generally to information
of  that  nature; provided, however, that the Lender may disclose
any  Confidential  Information  delivered  by  the  Borrower   in
connection with or pursuant to this Agreement to (i) the Lender's
directors,   officers,   employees,   agents   and   professional
consultants; (ii) any person to which the Lender sells or  offers
to  sell  a participation as provided in Section 9.1 so  long  as
such   person  agrees  in  writing  prior  to  receipt   of   the
Confidential Information to comply with this Section 9.17;  (iii)
any  federal  or  state regulatory authority having  jurisdiction
over the Lender; and (iv) any other person to which such delivery
or  disclosure may be necessary or appropriate (a) in  compliance
with  any law, rule or regulation applicable to such person,  (b)
in  response  to  any  subpoena or other legal  process,  (c)  in
connection with any litigation to which the Lender is a party  or
(d) in order to protect the Lender's rights under this Agreement.
In  connection with disclosures by the Lender pursuant to  clause
(b) or (c) above, the Lender shall use its best efforts to notify
the   Borrower   prior  to  any  such  disclosure   unless   such
notification to Borrower is prohibited by court order or law.
      IN  WITNESS WHEREOF, the Borrower and the Lender has caused
this  Credit Agreement to be executed and delivered by  its  duly
authorized  corporate officer as of the day and year first  above
written.


                              MORRISON FRESH COOKING, INC.


                              By: /s/Ronnie L. Tatum
                                   Ronnie L. Tatum
                              Its  Chief Executive Officer


                              Hand Delivery and Mailing Address:

                              4893 Riverdale Road, Suite 260
                              Atlanta, Georgia  30337
                              FAX:  (205) 991-9125
                              Attention:  Chief Financial Officer


                              AMSOUTH BANK OF ALABAMA


                              By: /s/ Alan D. Lott
                                   Alan D. Lott
                              Its Vice President


                              Hand Delivery Address:

                              7th Floor, AmSouth-Sonat Tower
                              1900 Fifth Avenue North
                              Birmingham, Alabama 35203
                              FAX:  (205) 583-4436
                                  Attention:    Regional    Banking
Department

                              Mailing Address:

                              Post Office Box 11007
                              Birmingham, Alabama 35288
                              FAX:  (205) 583-4436
                              Attention: Regional Banking Department
                           EXHIBIT A

                         EXISTING LIENS


Debtor                Secured Party       Place of Filing       File
Number


1.   Morrison  Fresh      Orix  Credit          State  of   Florida
970000012651
   Cooking, Inc.      Alliance, Inc.

2. Morrison Fresh     AT&T Credit         Clayton County,  96-5203
   Cooking, Inc.      Corporation         Georgia

3. Morrison Fresh     Pitney Bowes Credit DeKalb County,        96-
9722
   Cooking, Inc.      Corporation         Georgia

4.   Morrison   Fresh      Orix  Credit          State   of   North
1406028
   Cooking, Inc.      Alliance, Inc.      Carolina

5.   Morrison   Fresh      Orix  Credit          State   of   North
1441827
   Cooking, Inc.      Alliance, Inc.      Carolina

6.   Morrison   Fresh      Orix  Credit          State   of   South
123326B
   Cooking, Inc.      Alliance, Inc.      Carolina

7. Morrison Fresh     Orix Credit         State of Tennessee    972-020879
   Cooking, Inc.      Alliance, Inc.



                           EXHIBIT B

                  MORRISON FRESH COOKING, INC.

        REQUEST FOR LIBOR LOAN OR INTEREST RATE ELECTION

      Under  the Credit Agreement dated as of June 19, 1997  (the
"Credit Agreement") entered into by MORRISON FRESH COOKING, INC.,
a  Georgia  corporation  (the "Borrower")  and  AMSOUTH  BANK  OF
ALABAMA, an Alabama banking corporation (the "Lender"):

                     Request for LIBOR Loan

      Pursuant  to  Section  2.2  of the  Credit  Agreement,  the
Borrower hereby requests an LIBOR Loan at the LIBOR-Based Rate as
follows:

                    (a)  Amount of LIBOR Loan -
               $_______________.

                    (b)  Date as of which the
               LIBOR Loan is to be made -
               _________________.

                    (c)  The maturity selected for
               the Interest Period is [one month]
               [two months] [three months] [six
               months] (circle one, if
               applicable).


                     Interest Rate Election

      Pursuant  to  Section  3.2  of the  Credit  Agreement,  the
Borrower makes the following interest rate election with  respect
to  the  Segment in the principal amount of $______________  that
matures on ____________________.

                    (a)  The amount of the Segment
               to  which  the  requested  interest
               rate will apply - $__________.

                     (b)   The  date on which  the
               selected interest rate will  become
               applicable - _______________.

                    (c)  The maturity selected for
               the  Interest Period is [one month]
               [two  months]  [three months]  [six
               months]     (circle     one,     if
               applicable).


      In accordance with Section 6.1 of the Credit Agreement, the
presentation  by the Borrower of this Request for LIBOR  Loan  or
Interest  Rate Election constitutes a representation and warranty
by  the Borrower to the Lender that no material adverse change in
the  financial  condition of the Borrower, as  reflected  in  the
financial  statements referred to in Section 5.3  of  the  Credit
Agreement,  has  occurred  since  the  date  of  such   financial
statements  and  that  the  representations  and  warranties   of
Borrower  contained in the Credit Agreement continue to  be  true
and  correct  (except  the financial statements  referred  to  in
Section 5.3 shall be deemed those most recently delivered to  the
Lender pursuant to Section 7.3).

     Dated ________________.

                              MORRISON FRESH COOKING, INC.


                              By:
                                  Its
                           EXHIBIT C

                            FORM OF
                     COMPLIANCE CERTIFICATE

      Reference is made to that certain Credit Agreement  between
MORRISON   FRESH  COOKING,  INC.,  a  Georgia  corporation   (the
"Borrower")  and  AMSOUTH  BANK OF ALABAMA,  an  Alabama  banking
corporation  (the  "Lender"), dated as  of  June  19,  1997  (the
"Credit  Agreement").  Capitalized terms used in this certificate
and  the  Schedule  attached  hereto,  unless  otherwise  defined
herein,  have  the  meanings  assigned  to  them  in  the  Credit
Agreement.

      The  undersigned  does  hereby certify  to  the  Lender  as
follows:

      1.   He  is  the  duly  elected and  serving  [Senior  Vice
President  - Finance or chief executive officer or president]  of
the  Borrower  and  is  authorized to execute  and  deliver  this
Certificate on behalf of the Borrower acting in that capacity.

      2.   He has reviewed the terms of the Credit Agreement  and
the  other Loan Documents and has made, or has caused to be  made
under   his  supervision,  a  review  of  the  transactions   and
conditions  of  the  Borrower through  the  date  on  which  this
certificate  is  delivered to the Lender.  To  the  best  of  his
knowledge,  no  Default  or  Event of Default  under  the  Credit
Agreement  has  occurred and is continuing as of  the  date  this
certificate  is  delivered  to the  Lender,  except  as  follows:
[Give detailed description or insert "none" if appropriate].

      3.   The  computations relating to the Borrower's financial
condition set forth on Schedule D-1 attached hereto were true and
correct  as of                , 199    (such date being the  last
day of the most recently ended fiscal calendar quarter) and there
has  been  no material adverse change in such amounts upon  which
such  computations  are  based through the  date  on  which  this
certificate is delivered to the Lender.



                                     ___________________ of
                                     MORRISON FRESH COOKING, INC.


Dated:                 , 199
                          SCHEDULE C-1

                 Financial Covenant Compliance


      The following financial covenants calculations are made  as
of ______________, 199__ (the "Determination Date"):

            1.     The  Fixed  Charge  Coverage  Ratio   at   the
     Determination  Date for the most recent four quarter  period
     was _______ to 1.00, calculated as follows:

          (a)  Net Income after taxes for the most recent-ended
               four fiscal quarters                  $___________
          (b)  Depreciation and amortization for the most
               recent-ended four fiscal quarters      ___________
          (c)  Interest Expense for the most recent-ended
               four fiscal quarters                   ___________
          (d)  Income and Profit Taxes for the most recent-ended
               four fiscal quarters                   ___________
          (e)  Operating Lease Payments for the most recent-ended
               four fiscal quarters                   ___________
          (f)  Sum of (a) through (e)                 ___________
          (g)  Dividends actually paid for the most recent-ended
               four fiscal quarters                   ___________
          (h)  (f) - (g)                              ___________
          (i)  Interest Expense for the most
               recent-ended four fiscal quarters      ___________
          (j)  Principal Maturities (not including
               the Loans) for the next succeeding four
               fiscal quarters following the Determination Date___________
          (k)  Operating Lease Payments for the most
               recent-ended four fiscal quarters      ___________
          (l)  Outstanding Loans on the Determination
               Date times 20%                         ___________
          (m)  Sum of (i) through (l)                 ___________
          (n)  (h) , (m)                              ___________

          Required:  Not less than 1.15 to 1.0 at any time during
     fiscal year 1998, 1.25 to 1.0 at any time during fiscal year
     1999 and 1.35 to 1.0 at any time during fiscal year 2000.



           2.    The ratio at the Determination Date of Debt plus
     six  times Operating Lease Payments to EBITDAR for the  most
     recent-ended  four  fiscal  quarters  was  ______  to  1.00,
     calculated as follows:

          (a)  Outstanding Debt on the Determination Date___________
          (b)  Operating Lease Payments for the most recent-ended
               four fiscal quarters                   ___________
          (c)  Line (b) multiplied by six             ___________
          (d)  Sum of (a) and (c)                     ___________
          (e)  Net Income after taxes for the most recent-ended
               four fiscal quarters                   ___________
          (f)  Income and Profit Taxes for the most recent-ended
               four fiscal quarters                   ___________
          (g)  Interest Expense for the most recent-ended
               four fiscal quarters                   ___________
          (h)  Depreciation and amortization for the most
               recent-ended four fiscal quarters      ___________
          (i)  Operating Lease Payments for the most
               recent-ended four fiscal quarters      ___________
          (j)  Sum of (e) through (i) (EBITDAR)       ___________
          (k)  (d) , (j)                              ___________

           Required:  Not greater than 4.0 to 1.0 at the  end  of
     any  fiscal quarter during fiscal year 1998, 3.75 to 1.0  at
     the  end  of any fiscal quarter during fiscal year 1999  and
     3.5  to  1.0 at the end of any fiscal quarter during  fiscal
     year 2000.


          3.   During the four fiscal quarter period ended on the
     Determination Date the Borrower incurred in the aggregate:

          Capital Expenditures of $_________.

               Required:  Not in excess of $20,000,000.


          4.   (a)  The amount of obligations for Operating Lease
     Payments  (exclusive  of Technology  Leases)  for  the  four
     fiscal  quarter period ended on the Determination  Date  was
     $__________.

          Required:  Not in excess of $15,000,000.

                (b)   The  amount of obligations  for  Technology
     Leases  for  the  four fiscal quarter period  ended  on  the
     Determination Date was $___________

          Required:  Not in excess of $3,000,000.

            5.     Net  Worth  at  the  Determination  Date   was
     $_________.

           Required:   Not  less than the sum of (i)  $37,250,000
     plus  (ii) 100% of cumulative Net Income, if positive, after
     taxes  for the period from June 1, 1996 through the date  of
     determination,  less  dividends actually  paid  during  such
     period,  determined on a quarterly basis; provided, however,
     the  amount  of  dividends paid cannot exceed  125%  of  Net
     Income  for fiscal year ending 1998, 110% of Net Income  for
     fiscal year ending 1999 and 100% of Net Income thereafter.


           6.   The Maximum Credit Amount was $______________  at
     the Determination Date, calculated as follows:

                (a)   Net Income after taxes for the most recent-
          ended
               four fiscal quarters                   ___________
          (b)  Interest Expense for the most recent-ended
               four fiscal quarters                   ___________
          (c)  Income and Profit Taxes for the most recent-ended
               four fiscal quarters                   ___________
          (d)  Depreciation and Amortization for the most recent-
ended
               four fiscal quarters                   ___________
          (e)  Extraordinary Losses/Noncash Charges for the most
               recent-ended four fiscal quarters      ___________
          (f)  Sum of (a) through (e)                 ___________
          (g)  Dividends actually paid for the most recent-ended
               four fiscal quarters                   ___________
          (h)  Extraordinary gains/Noncash Credits for the most
               recent-ended four fiscal quarters      ___________
          (i)  Sum of (g) and (h)                     ___________
          (j)  (f) minus (i)                          ___________
           (k)   Lesser  of  (j) and $30,000,000 (Maximum  Credit
Amount)   ___________




                                     ___________________ of
                                     MORRISON FRESH COOKING, INC.

Dated:                  , 199
                       TABLE OF CONTENTS

                                                             Page

     ARTICLE 1

                   RULES OF CONSTRUCTION AND
                          DEFINITIONS


          SECTION 1.1                                           1


     ARTICLE 2

                    REVOLVING FACILITY TERMS

          SECTION 2.1  Loans                                   13
          SECTION 2.2  Advances                                13
          SECTION 2.3  Letter of Credit Borrowings             14
          SECTION 2.4  Payments                                16
          SECTION 2.5  Prepayment                              16
          SECTION 2.6  Reduction in Revolving Facility         16
          SECTION 2.7  Fees                                    17
          SECTION 2.8  Extension of Termination Date           17
          SECTION 2.9  Place and Time of Payments              17


     ARTICLE 3

                            INTEREST

          SECTION 3.1  Applicable Interest Rates               18
          SECTION  3.2  Procedure for Exercising the  LIBOR-
          Based Rate                                           18
          SECTION 3.3  Quoted Cost of Funds Rate               18
          SECTION 3.4  LIBOR-Based Rate                        19
          SECTION 3.5  Post Maturity Interest                  19
          SECTION 3.6  Changes in Margin                       19


     ARTICLE 4

      TERMINATION OF LIBOR-BASED RATE AND YIELD PROTECTION

          SECTION  4.1   Termination  of  LIBOR-Based  Rate;
          Increase in
                    LIBOR-Based Rate; Reduction of Return      20
          SECTION 4.2  Compensation                            21

     ARTICLE 5

                 REPRESENTATIONS AND WARRANTIES

          SECTION 5.1   Organization Powers, Existence, etc    22
          SECTION 5.2   Authorization of Borrowing, etc        22
          SECTION 5.3   Liabilities                            22
          SECTION 5.4   Taxes                                  22
          SECTION 5.5   Litigation                             22
          SECTION 5.6   Agreements                             23
          SECTION 5.7   Use of Proceeds                        23
          SECTION 5.8   ERISA                                  23
          SECTION 5.9   Subsidiaries                           23
          SECTION 5.10  Principal Place of Business            23
          SECTION 5.11  Environmental Laws                     24
          SECTION 5.12  Disclosure                             24
          SECTION 5.13  Licenses                               24
          SECTION 5.14  Title to Properties                    24
          SECTION 5.15  Enforceability                         25
          SECTION  5.16  Consents, Registrations, Approvals,
          etc.                                                 25
          SECTION 5.17  Solvency                               25
          SECTION 5.18  Patents, Trademarks                    25


     ARTICLE 6

                 GENERAL CONDITIONS OF LENDING

          SECTION 6.1  Representations and Warranties          25
          SECTION 6.2  No Default                              26
          SECTION 6.3  Required Items                          26
          SECTION     6.4      Authorized     Representative
          Certificates                                         26
          SECTION 6.5  Other Supporting Documents              26


     ARTICLE 7

               GENERAL COVENANTS OF THE BORROWER

          SECTION 7.1   Existence, Properties, etc             27
          SECTION 7.2   Payment of Indebtedness, Taxes, etc    27
          SECTION 7.3   Financial Statements, Reports, etc     28
          SECTION 7.4   Litigation Notice                      29
          SECTION 7.5   Default Notice                         29
          SECTION 7.6   Further Assurances                     29
          SECTION 7.7   Insurance                              29
          SECTION   7.8     Covenants  Regarding   Financial
          Condition                                            30
          SECTION 7.9   Continuation of Current Business       32
          SECTION    7.10    Cooperation;   Inspection    of
          Properties                                           32
          SECTION 7.11  Use of Proceeds                        32
     SECTION 7.12  Transactions with Affiliates                32
          SECTION 7.13  Change in Management                   32
          SECTION  7.14  Continuation of  Current  Business,
          Offices,
                    Name, etc.                                 32
          SECTION   7.15    Creation   or   Acquisition   of
          Subsidiaries                                         32


     ARTICLE 8

                 EVENTS OF DEFAULT AND REMEDIES

          SECTION 8.1  Events of Default                       33
          SECTION 8.2  Cumulative Rights                       36
          SECTION 8.3  No Waiver                               36


     ARTICLE 9

                         MISCELLANEOUS

          SECTION 9.1   Participations                         36
          SECTION 9.2   Notices                                36
          SECTION 9.3   No Waiver                              37
          SECTION 9.4   Setoff                                 37
          SECTION 9.5   Survival                               37
          SECTION 9.6   Expenses                               38
          SECTION 9.7   Counterparts                           38
          SECTION 9.8   Submission to Jurisdiction             38
     SECTION 9.9   Termination                                 39
          SECTION 9.10  Governing Law                          40
          SECTION 9.11  Indemnification                        40
          SECTION 9.12  Agreement Controls                     41
          SECTION 9.13  Successors and Assigns                 41
          SECTION 9.14  Severability                           41
          SECTION   9.15    Arbitration;  Preservation   and
          Limitation
                    of Remedies                                41
          SECTION 9.16  Usury Laws                             42
          SECTION 9.17  Confidentiality of Information         42


EXHIBITS

      A        Existing Liens
      B        Request for LIBOR Loan or Interest Rate Election
      C        Form of Compliance Certificate
               Schedule C-1 - Financial Covenant Compliance

SCHEDULES

     5.1(e)    Tradenames
     5.4       Taxes
               5.5       Material Litigation
     5.8(a)    ERISA Plans
     5.8(b)    Plan Liabilities
     5.8(c)    Funding
     7.8(11)   Existing Indebtedness



                                                 [EXECUTION COPY]













                        CREDIT AGREEMENT


                   Dated as of June 19, 1997


                            Between


                  MORRISON FRESH COOKING, INC.

                              and

                    AMSOUTH BANK OF ALABAMA

                         Relating to a

                   $30,000,000 Revolving Loan