UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)
     X Annual Report Pursuant to Section 13 or 15(d) of The
Securities  Exchange Act of 1934 (No Fee Required)

For the fiscal year ended May 31, 1998

                                            OR

     Transition  Report  Pursuant  to  Section  13 or  15(d)
of The  Securities Exchange Act of 1934 (No Fee Required)

For the transition period from                 to

                              Commission file number 1-14194

                           MORRISON HEALTH CARE, INC.
               (Exact name of Registrant as specified in charter)


  GEORGIA                                       63-1155966
 (State or other jurisdiction of     (I.R.S. Employer identification No.)
  incorporation or organization)

  1955 Lake Park Drive, Suite 400, Smyrna, GA                     30080-8855
   (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:           (770) 437-3300

Securities Registered Pursuant to Section 12(b) of The Act:

                                                    Name of each exchange
 Title of each class                                on which registered
 -------------------                                -------------------

  $0.01 par value Common Stock                      New YorkStock Exchange


Rights to Purchase Series A Participative           New York Stock Exchange
 Preferred  Stock

Securities Registered Pursuant to Section 12(g) of The Act:

                                      None
                               (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the  preceding 12 months (or for such  shorter  
period that the  Registrant  was required  to file  such  reports),  and  (2)
has  been subject  to such  filing requirements for the past 90 days. YES X NO

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ X ]

The  aggregate  market value of the voting stock held by non-affiliates  of the
Registrant, based upon the closing sale price of Common Stock on August 14, 1998
as  reported on the New York Stock  Exchange,  was approximately  $215,874,329.
Shares of Common Stock held by each  executive  officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded in
that  such  persons  may be  deemed  to be  affiliates.
This  determination  of affiliate  status  is not  necessarily  a  conclusive
determination  for  other purposes.

The number of shares of the Registrant's  common stock
outstanding at August 14, 1998 was 12,084,408.

Portions of the  Registrant's  Annual Report to Shareholders for the fiscal year
ended May 31, 1998 are incorporated by reference into Parts I and II.

Portions of the  Registrant's  definitive  proxy statement dated August 31, 1998
are incorporated by reference into Part III.


                                         INDEX

                                    PART I

Page
Number
Item 1. Business..............................................  3-6

Item 2. Properties............................................   6

Item 3. Legal Proceedings.....................................   6

Item 4. Submission of Matters to a Vote of Security Holders...   7

        Executive Officers of the Company.....................  7-8

                                   PART II

Item 5.         Market for the Registrant's Common Equity and
                Related Shareholder Matters...................   9

Item 6.         Selected Financial Data.......................   9

Item 7.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........   9

Item 7A.        Quantitative and Qualitative Disclosures About
                Market Risk...................................   9

Item 8.         Financial Statements and Supplementary Data...   9

Item 9.         Changes in and Disagreements with Accountants on
                Accounting and Financial  Disclosure..........   9

                                   PART III

Item 10.        Directors and Executive Officers of the Company. 10

Item 11.        Executive Compensation........................   10

Item 12.        Security Ownership of Certain Beneficial Owners 
                and Management................................   10

Item 13.        Certain Relationships and Related Transactions........   10

                                   PART IV

Item 14.        Exhibits, Financial Statement Schedules, and Reports
                on Form 8-K.......................................... 11-14

PART I
ITEM 1.     BUSINESS.


General

Morrison  Health Care,  Inc., a Georgia  corporation  (the"Company" or "MHCI"),
became an  independent,  publicly owned company in March 1996 as a result of the
distribution  (the  "Distribution")  by Morrison Restaurants  Inc.,  a Delaware
corporation  ("MRI"),  to its  shareholders  of all the issued  and  outstanding
shares of common stock of the Company.  As a result of the Distribution,  MRI's
shareholders  received one share of Company  common stock for every three shares
of MRI held.

MHCI is the largest  independent  company focused exclusively on providing food
and nutrition services to health care facilities. Its clients include acute care
hospitals,   health  systems,  nursing  homes  and retirement  facilities.  The
Company's  mission is to be the leading provider of food and nutrition  services
to the health care industry,  fully committed to maximizing quality and value in
everything  the  Company  does for its  clients,  customers, team  members  and
shareowners. With contracts in 33 states and Washington D.C., MHCI is one of the
leading  providers of food and nutrition  services to hospitals,  senior living
facilities and other health care facilities across North America.

The Company's health care foodservice  operations originated in the early 1950s.
The  Company  has  expanded  through  its own  marketing and sales force and by
acquiring other foodservice businesses. In August 1994, the Company sold certain
of its education,  business and industry ("B&I") contracts and assets and closed
the remaining B&I accounts.  This  divestiture left the Company with only health
care contracts and allowed the Company to concentrate its capital and management
team in the health care and senior living industry,  which Management  believes
have a better opportunity for growth and profitability.


The Company believes the senior living market is the fastest growing segment of
the health care industry, due to changing demographics and lifestyles and the
number of retirement facilities being constructed.  The Company has emphasized
its commitment to provide food and nutrition services to the senior living
market by acquiring two companies in the field:  Drake Management Services, Inc.
in January 1998 which services the Southwest and Spectra Services, Inc. in March
1998 which services the Mid-west.  Believeing that this market is
under-penetrated and rapidly expanding, the Company plans for future growth in
the senior living market to result from acquisitions and internal deveopment.

Operations

The Company  operates the food and nutrition  services departments of hospitals
and other health care facilities.  These  departments typically  include retail
outlets for staff and  visitors and patient food and nutrition  services.  MHCI
health  care  accounts  range  in size  from  100  bed specialty  hospitals  to
facilities  with over 2,100 beds.  Senior living accounts range in size from 100
residents  to 750  residents.  The  Company  has  operations in 33  states  and
Washington,  D.C. Approximately 68% of the accounts are in hospitals, while over
24% of the accounts are in senior living facilities.

The  Company  provides  its clients  with the  flexibility to adjust  programs,
staffing and service plans to meet the changing needs of the industry.  MHCI has
capitalized  on  its  retail  heritage  of  operating restaurants  to  bring  a
retail-oriented  mentality to health care and senior living clients. MHCI offers
its clients programs  designed to reduce costs and increasecustomer  (patients
and staff)  satisfaction.  To better  serve its clients  and provide  them with
specialized expertise,  MHCI's staff is organized into regional teams. Teams may
include a regional vice  president,  regional  director of operations,  regional
director of nutrition services,  regional director of culinary,  human resources
director,  support services coordinator and a director of business  development,
each of whom is dedicated to sharing the best industry practices and performance
improvement  ideas.  The regional teams are supported by a corporate  staff that
includes nutrition services,  marketing, sales, vending, human resources, legal,
finance, layout and design and culinary services.

MHCI offers its services  pursuant to two general types of contracts:(i)  profit
and loss (or guaranteed cost)  contracts,  where MHCI assumes the risk of profit
or loss for the foodservice  operation and (ii) management fee contracts,  where
the client reimburses MHCI for all or nearly all costs incurred in providing the
services  contracted  plus a  negotiated  management  fee for  supervising  the
client's food and nutrition services  operations.  In addition,  some management
fee contracts include  incentives and penalties,  pursuant to which MHCI manages
the client's food and nutrition  operations on a management fee basis,  with the
amount of the management  fee determined in whole or in part by the  achievement
of  predetermined  goals.  Approximately  69% of MHCI's accounts  are  operated
pursuant to management fee contracts.  Management fee contracts with  incentives
and penalties are becoming more popular.  The majority of MHCI's  contracts were
awarded through bidding processes.

In addition,  MHCI operates "branded concept" restaurants such as Pizza Hutr and
Taco Bellr on client  premises.  These  branded  concepts accounts are operated
pursuant  to  license  arrangements  with the  appropriate restaurant  company.
Currently,  MHCI has 13 license  arrangements  with nationally  and  regionally
recognized restaurant companies.

The Company has created a new program to develop  advanced food  preparation and
delivery systems.  These systems are designed to increase customer  satisfaction
by  enhancing  production   consistencies  while  generating significant  cost
reductions and providing quality services for health care facilities nationwide.

MHCI markets its services nationwide through its business development directors.
Each business  development  director focuses on potential clients in a specific
territory  pursuant to a marketing  plan.  The business development  directors,
along with a vice president of sales and marketing,  also market MHCI's services
to large national health care accounts.  In addition,  MHCI personnel  market to
existing clients to expand its foodservice  responsibilities and increase sales
of existing services to complement the facility's foodservices  department.  The
Company is planning to continue  its  expansion  into the senior  living  market
through internal growth and development as well as through key acquisitions.

Research and Development

The Company does not engage in any material research and development activities.
Numerous  studies are made,  however,  on a continuing basis, to improve menus,
equipment and methods of operations.

Raw Materials

Raw materials  essential to the operation of the Company's business are obtained
principally  through  national food  distributors.  The Company uses  short-term
purchase  commitment  contracts to stabilize the potentially  volatile  pricing
associated  with certain  commodities.  Because of the relatively  short storage
life of inventories,  limited storage facilities at customer locations,  MHCI's
requirements  for freshness and the numerous  sources of goods, a minimum amount
of inventory is maintained at customer  locations.  If necessary,  all essential
food,  beverage and operational  products are available and can be obtained from
alternative suppliers in all cities where the Company operates.  The Company has
entered into a purchasing arrangement with Ruby Tuesday, Inc. ("RTI"), successor
to MRI's casual dining business and Morrison Fresh Cooking, Inc. ("MFCI"), which
held the family dining  assets of MRI and was spun off, along with the Company,
in the  Distribution,  to maintain  the volume  purchasing bargaining  position
enjoyed by the Company prior to the Distribution.

Trademarks of the Company

The Company has registered  certain trademarks and service
marks with the United States Patent and Trademark Office including the
Pro-Health Dining  trademark.The Company  believes  that this and other  related
marks are  important to its business.  Registrations of the Company's 
trademarks expire from 2000 to 2009, unless renewed.

Seasonality

The Company's revenues are not seasonal to any significant
degree.

Working Capital Practices

Cash provided by operations, along with borrowings under the Company's revolving
lines of credit,  are used to pay  dividends,  invest in new units and  renovate
existing units.

Additional  information  concerning  the  working  capital
of  the  Company  is incorporated herein by reference to information  presented
within the "Liquidity and Capital  Resources"  section of  "Management's
Discussion  and  Analysis of Financial  Condition and Results of  Operations" of
the Company's  1998 Annual Report to Shareholders.

Customer Dependence

No  material  part of the  business of the  Company is dependent  upon a single
customer,  or a very few  customers,  the loss of any one of which  would have a
material adverse effect on the Company.

Government Contracts

There is no  material  portion  of the  Company's  business
that is  subject to renegotiation  of profits or  termination of contracts or
sub-contracts  at the election of the Government.

Competition

The health care food and nutrition services business is highly competitive.  The
Company  competes with national and regional food contract companies that offer
the same type of services as the Company.  Management believes that competition
in health  care food and  nutrition  services  is based on pricing,  quality of
services and reputation. Management believes that it compares favorably with its
competition in these areas.

Government Compliance

The Company is subject to various regulations at both the state and local levels
for items such as sanitation,  health and fire safety, all of which could affect
the operation of existing  accounts.  The Company's business is also subject to
various other  regulations at the federal level such as fair labor standards and
occupational  safety and health  regulations.  Compliance with these regulations
has not had,  and is not  expected  to have,  a material adverse  effect on the
Company's operations.

Environmental Compliance

Compliance with federal,  state and local laws and regulations  which have been
enacted or adopted  regulating the discharge of materials into the  environment,
or otherwise  relating to the protection of the environment, is not expected to
have a material  effect upon the capital  expenditures, earnings or competitive
position of the Company.

Personnel

The Company employs  approximately 4,300 full-time and part-time employees.  The
Company believes that working conditions are favorable and employee compensation
is comparable with its competition.


ITEM 2.  PROPERTIES.

MHCI professionally manages foodservice  departments on client-owned  properties
and,  therefore,  does not own any  significant  amounts  of property.  Vending
services on client-owned  facilities  complement the foodservice program.  Under
the terms of certain  contracts,  MHCI is required to make rent  payments to its
clients.

The corporate  headquarters are located in approximately 15,000 square feet of a
leased building in a suburb of Atlanta,  Georgia.  The headquarters'  lease term
ends in 2001 with  remaining  average  annual  lease payments of  approximately
$278,000.  The Company also has  administrative  offices in a leased building in
Mobile,  Alabama.  This  office has a lease term  ending in 2001 with  remaining
average annual lease payments of approximately $108,000. In addition,  there are
nine regional offices across the United States,  each of which is generally less
than 1,500 square feet,  with total average  annual lease payments of less than
$145,000.

During the fiscal  year,  MHCI  constructed  of two advanced  food  preparation
facilities.  The first facility,  located in Tampa, Florida, provides for about
5,000 square feet of light industrial space with a lease term ending in 2002 and
average annual lease payments of about $29,000. The second facility,  located in
Baltimore,   Maryland,  includes  approximately  15,000 square  feet  of  light
industrial  and regional  office space and has average annual lease payments of
about $98,000.

Facilities and equipment are repaired and  maintained to assure their  adequacy,
productive  capacity and utilization.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is presently,  and from time to time,  subject to pending claims and
suits  arising  in the  ordinary  course  of its  business. In the  opinion  of
Management,  the ultimate resolution of these pending legal proceedings will not
have a material  adverse  effect on the  Company's operations  or  consolidated
financial position.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


Executive Officers of the Company

Executive  officers of the Company are appointed by and
serve at the  discretion of the  Company's  Board  of  Directors.  Information
regarding  the  Company's executive officers as of August 14, 1998 is provided 
below.


Name                   Age       Position with the Company


G. A. Davenport         44    President, Chief Executive Officer and Director
K. W. Engwall           50    Senior Vice President, Finance and Assistant
                                Secretary
J. E. Fountain          47    Vice President, General Counsel and Secretary
J. D. Underhill         53    Senior Vice President, Operations
G.    L. Gaddy          45    Senior Vice President, Sales and Marketing
F. G. Michels           60    Senior Vice President, Support Services
R. C. Roberson          54    Divisional Vice President



Glenn A. Davenport has been President and Chief Executive Officer of the Company
since the  Distribution  in March  1996.  He was  President
of the Health  Care Division of MRI's  Morrison Group from November 1993 until
the  Distribution  in March 1996. Prior thereto, he served as Senior Vice
President, Hospitality Group of MRI from February 1990 through  November 1993
and in various other capacities since joining MRI in November 1973.

K. Wyatt Engwall has been Senior Vice President, Finance and
Assistant Secretary of the Company since the Distribution in March 1996. Prior
thereto,  he was Vice President,  Controller of MRI's Ruby Tuesday Group from
January 1994 until March 1996. He served as Vice President of Financial Planning
of MRI from January 1993 through  January 1994,  Vice President and  Controller
of MRI's Contract  Dining Division  from  October 1991 through  January  1993 
and as Controller  of MRI's former Morrison's  Management  Services  (Contract 
Dining) Division from October 1986 through October 1991. Mr. Engwall joined MRI 
in 1983 as a Financial Systems Analyst.

John E. Fountain has been Vice  President,  General Counsel and Secretary of the
Company since the  Distribution in March 1996. He was Vice President,  Legal of
MRI's  Morrison  Group from August  1994 until  March 1996. He served as Senior
Attorney of MRI from December 1991 through August 1994. Prior thereto, he served
as Staff Attorney of MRI from October 1978 through December 1991.

Jerry D.  Underhill  has been Senior Vice  President, Operations of the Company
since the  Distribution  in March 1996.  He was Senior Vice President of Retail
Development  of the Health Care Division of MRI's  Morrison Group from September
1995  until  March  1996.  Prior  thereto,  he  was  Senior Vice  President  of
Development  of the Family Dining  Division of MRI's Morrison  Group from March
1993 to September 1995. Mr. Underhill was President of Mid-Continent Restaurants
(currently known as Bravo Restaurants) from July 1988 to
March 1993.

Gary L. Gaddy has been Senior Vice President, Sales and Marketing of the Company
since March 1998. Prior thereto, he was Vice President of Health Systems for the
Company since July 1997. Mr. Gaddy was Vice President of Sales and Marketing for
EmCare,  Inc., an emergency  medicine contract  management company from January
1995 to July 1997. He was Vice President/General Manager of Business Development
for HMSS Management, Inc., a home infusion company, from August 1990 to December
1994.  Mr.  Gaddy has over 20 years of sales  and  marketingexperience  in the
healthcare industry.

Frances G.  Michels  has been  Senior Vice  President, Support  Services of the
Company since the  Distribution  in March 1996. She was Senior Vice President of
Support  Services  of the Health  Care  Division  of MRI's Morrison  Group from
January  1996 until March 1996.  Prior  thereto,  she served MRI's  Health Care
Division  in  various  capacities,  including  as Vice President  of  Nutrition
Services from December 1984 through  January 1996,  Area Manager for  Operations
and  Nutrition  Services  from January 1982 through December  1984,  Consulting
Dietitian  for the Health Care  Division  from June 1974 through  January  1982,
Foodservice  Director  from July 1973 through June 1974, and Chief  Therapeutic
Dietitian from June 1970 through July 1973.

Richard C.  Roberson has been a Division  Vice  President of the Company  since
October  1997.  He was a  Regional  Vice  President  of the Company  since  the
Distribution in March 1996. Prior thereto,  he served MRI's Health Care Division
in various capacities,  including as a Regional Vice President, District Manager
and Foodservice Director.

PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED
         SHAREHOLDER MATTERS.

Certain information required by this item is incorporated herein by reference to
information  contained  under  the  caption  "Common  Stock Market  Prices  and
Dividends" of the Registrant's Annual Report to Shareholders for the fiscal year
ended May 31,  1998.  The Company  intends to continue to pay  dividends  in the
future.


ITEM 6.  SELECTED FINANCIAL DATA.

The  information  contained under the caption  "Selected Financial Data" of the
Registrant's  Annual  Report to  Shareholders  for the fiscal year ended May 31,
1998 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

The  information  contained  under  the  caption "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" of the  Registrant's
Annual  Report  to  Shareholders  for the  fiscal  year ended  May 31,  1998 is
incorporated herein by reference. 


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following  consolidated  financial  statements and the related report of the
Company's  independent  auditors contained in the Registrant's  Annual Report to
Shareholders for the fiscal year ended May 31, 1998, are incorporated  herein by
reference:

     Consolidated Statements of Income - Fiscal years ended
     May 31, 1998, May 31, 1997 and June 1, 1996.

     Consolidated Balance Sheets - As of May 31, 1998 and
     May 31, 1997.

     Consolidated Statements of Stockholders' Equity -
     Fiscal years ended  May 31, 1998, May 31, 1997 and June 1, 1996.

     Consolidated Statements of Cash Flows - Fiscal years ended
     May 31, 1998, May 31, 1997 and June 1, 1996.

     Notes to Consolidated Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

(a) The information regarding directors of the Company is incorporated herein by
reference to the  information  set forth in the table captioned  "Director  and
Director  Nominee  Information"  under "Election of Directors" in the definitive
proxy  statement  of the  Registrant  dated  August 31, 1998,  relating  to the
Registrant's annual meeting of shareholders to be held on September 29, 1998.

(b) Pursuant to Form 10-K General  Instruction  G(3), the information  regarding
executive  officers of the  Company  has been  included in Part I of this Report
under the caption "Executive Officers of the Company."

ITEM 11.  EXECUTIVE COMPENSATION.

The information  required by this Item 11 is incorporated herein by reference to
the  information  set forth  under the  captions  "Executive Compensation"  and
"Election of Directors - Directors' Fees and Attendance" in the definitive proxy
statement of the Registrant  dated August 31, 1998 relating to the  Registrant`s
annual meeting of shareholders to be held on September 29, 1998.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information  required by this Item 12 is incorporated herein by reference to
the information set forth in the table captioned "Beneficial Ownership of Common
Stock" under  "Election of Directors" in the definitive proxy  statement of the
Registrant dated August 31, 1998, relating to the Registrant's annual meeting of
shareholders to be held on September 29, 1998.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.

 (a)  The following documents are incorporated by reference
into or are filed as
part of this report:

     1.  Financial Statements:

          The following  consolidated  financial  statements and the independent
          auditors' report thereon,  included in the Registrant's  Annual Report
          to  Shareholders  for the fiscal  year ended May 31,  1998,  a copy of
          which is contained in the  exhibits to this report,  are  incorporated
          herein by reference:

                                                    Page Reference
                                                    in paper version
                                                    of Annual Report
                                                    to Shareholders
         Consolidated Statements of Income for
         the fiscal years ended May 31, 1998,
         May 31, 1997 and June 1, 1996...................18

         Consolidated Balance Sheets as of
         May 31, 1998 and May 31, 1997...................19

         Consolidated Statements of Stockholders' Equity
         for the fiscal years ended May 31, 1998,
         May 31, 1997 and June 1, 1996...................21

         Consolidated Statements of Cash Flows
         for the fiscal years ended May 31, 1998,
         May 31, 1997 and June 1, 1996...................20

         Notes to Consolidated Financial Statements......22 - 31

         Report of Independent Auditors..................32

                                                       Page Reference
                                                         in Form 10-K
     2.  Financial statement schedules:

         Schedule II - Valuation and Qualifying
         Accounts for the fiscal years ended
         May 31, 1998 and May 31, 1997......................17

               Financial  statement  schedules  other than
               those shown above are
               omitted  because  they are either not
               required  or the  required
               information  is  shown  in  the  financial
               statements  or  notes
               thereto.

3.     Exhibits

         The following exhibits are filed as part of this report:



                                  MORRISON HEALTH CARE, INC.
                                       LIST OF EXHIBITS

Exhibit
Number                                   Description

3.1       Amended and Restated Articles of Incorporation of Morrison Health
          Care, Inc.*

3.2       Bylaws, as amended, of Morrison Health Care, Inc.**

4.1       Specimen Common Stock Certificate.+

4.2       Amended and Restated Articles of Incorporation of Morrison Health
          Care, Inc. (see Exhibit 3.1 hereto).

4.3       Bylaws, as amended, of Morrison Health Care, Inc. (see Exhibit
          3.2 hereto).

4.4       Form of Rights Agreement between Morrison Health Care, Inc. and
          AmSouth Bank of Alabama, as Rights Agent.+

4.5       Form of Rights Certificate (attached as Exhibit B to the Rights
          Agreement filed as Exhibit 4.4 hereto).

4.6       Form of First Amendment to Rights Agreement

10.1      Form of Distribution Agreement among Morrison Restaurants Inc.,
          Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.*

10.2      Form of Amended and Restated Tax Allocation and
          Indemnification Agreement among Morrison
          Restaurants Inc., Custom  Management Corporation  of  Pennsylvania,
          Custom   Management Corporation,   John  C.  Metz  &   Associates,
          Inc.,   Morrison International,  Inc.,  Morrison Custom Management
          Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby
          Tuesday, Inc., a Delaware  corporation,  Ruby Tuesday  (Georgia),
          Inc., a Georgia  corporation,  Galaxy Management, Inc., Manask Food
          Service, Inc.,  Morrison of New Jersey,  Inc.,  Tias,  Inc. and
          Morrison  Health  Care, Inc.*

10.3      Form of Agreement Respecting Employee BenefitMatters among
          Morrison  Restaurants  Inc.,  Morrison  Fresh Cooking,  Inc. and
          Morrison Health Care, Inc.+

10.4      Form of License Agreement between Morrison Fresh Cooking, Inc.
          and Morrison Health Care, Inc.*

10.5      Form of License Agreement between Ruby Tuesday, Inc. and Morrison
          Health Care, Inc.*

10.6      Form of Amended and Restated Operating Agreement of MRT
          Purchasing,  LLC among Morrison  Restaurants Inc., Ruby Tuesday,
          Inc.,  Morrison  Fresh  Cooking,  Inc. and Morrison  Health Care,
          Inc.*

10.7***   Form of Morrison Health Care, Inc. 1996 Stock Incentive Plan.+

10.8***   Form of Morrison Health Care, Inc. Stock Incentive and Deferred
          Compensation Plan for Directors.+

10.9***   Form of 1996 Non-Executive Stock Incentive Plan.+

10.10***  Form of Morrison Health Care, Inc. Executive Supplemental Pension
          Plan.+

10.11***  Form of Morrison Health Care, Inc. Management Retirement Plan.+

10.12***  Form of Morrison  Health Care,  Inc. Salary Deferral Plan together
          with related form of Trust Agreement.+

10.13***  Form of Morrison Health Care, Inc. Deferred Compensation Plan and
          related form of Trust Agreement.+

10.14***  Form of Morrison Health Care, Inc. Executive Group Life and Executive
          Accidental Death and Dismemberment Plan.+

10.15***  Form of Morrison Health Care, Inc. Executive Life Insurance Plan.+

10.16     Form of Indemnification Agreement to be entered into with executive
          officers and directors.*

10.17***  Form of Change of Control Agreement to be entered into with executive
          officers.+

10.18     Non-Qualified Stock Option Agreement between Morrison Restaurants
          Inc.and Eugene E. Bishop.+

10.19     Non-Qualified Stock Option Agreement between Morrison Restaurants
          Inc. and Samuel E. Beall, III.+

10.20     Form of Second Amendment to Credit Agreement dated June 14, 1997.++

10.21**   Form of First Amendment to the Morrison Health Care, Inc.
          Executive Supplemental Pension Plan.++

10.22***  Form of First Amendment to the Morrison Health Care,Inc.
          Management Retirement Plan.++

10.23***  Form of First Amendment to the Morrison Health Care, Inc.Salary
          Deferral Plan.++


10.24***  Form of Second Amendment to the Morrison Health Care, Inc.
          Salary Deferral Plan.++

10.25***  Form of First Amendment to the Morrison Health Care, Inc.
          Deferred Compensation Plan.++

10.26***  Form of Second Amendment to the Morrison Health Care, Inc.
          Deferred Compensation Plan.++

10.27***  Form of Morrison Health Care, Inc. Salary Deferral Plan together with
          related form of Amended Trust Agreement.+

10.28***  Form of Morrison Health Care, Inc. Deferred Compensation Plan and
          related form of Amended Trust Agreement.+

10.29***  Form of First Amendment to the 1996 Executive Stock Incentive Plan.

10.30***  Form of First Amendment to the 1996 Non-Executive Stock Incentive
          Plan.

10.31***  Form of Second Amendment to the 1996 Executive Stock Incentive Plan.

10.32***  Form of Second Amendment to the 199  Non-Executive Stock Incentive
          Plan.

10.33***  Form of Third Amendment to the. Morrison Health Care, Inc. Salary
          Deferral Plan.

10.34     Stock Purchase Agreement of Drake Management Services, Inc.

10.35     Asset Purchase Agreement of Spectra Services, Inc.

10.36     Form of Amended and Restated Credit Agreement

11        Statement regarding computation of per share earnings.

13        Annual Report to Shareholders  for the fiscal year ended May 31, 1998
          (Only portions  specifically  incorporated  by reference  in the
           Form  10K  are incorporated herewith.)

21.1      List of subsidiaries of Morrison Health Care, Inc.

23        Consent of Independent Auditors.

27        Financial Data Schedule.


*    Incorporated by reference to Exhibit of the same number in the Registrant's
     Registration  Statement on Form 10 filed with the Commission on February 8,
     1996.

**   Incorporated by reference to Exhibit of the same number in the Registrant's
     Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.

***  Denotes a management contract or compensatory plan or arrangement.

+    Incorporated by reference to Exhibit of the same number in the Registrant's
     amendment to Registration  Statement on Form 10/A filed with the Commission
     on February 29, 1996.

++   Incorporated by reference to Exhibit of the same number in the Registrant's
     Annual report on Form 10-K for the fiscal year ended May 31, 1997.

(b)   Reports on Form 8-K

      There were no reports filed on Form 8-K during the most recent fiscal
      quarter.



                                        SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
         Exchange Act of 1934, the Registrant has duly caused this report to be
         signed on its behalf by the undersigned, thereunto duly authorized.


                                      MORRISON HEALTH CARE, INC.


         Date 08/28/98            By:/s/ Glenn A. Davenport
                                     Glenn A. Davenport
                                     President, Chief Executive Officer
                                     and  Director



         Pursuant to the requirements of the Securities Exchange Act of 1934,
         this report has been signed below by the following persons on behalf of
         the Registrant and in the capacities and on the dates indicated:


         Date 08/28/98            By:/s/ Glenn A. Davenport
                                     Glenn A. Davenport
                                     President, Chief Executive Officer and
                                     Director


         Date 08/28/98            By:/s/ K. Wyatt Engwall
                                     K. Wyatt Engwall
                                     Senior Vice President, Finance and
                                     Assistant Secretary
                                     (Principal Accounting Officer)


         Date 08/28/98            By:/s/ John. B. McKinnon
                                     John B. McKinnon
                                     Chairman of the Board


         Date 08/28/98            By:/s/ Claire L. Arnold
                                     Claire L. Arnold
                                     Director


         Date 08/28/98            By:/s/ E. Eugene Bishop
                                     E. Eugene Bishop
                                     Director


         Date 08/28/98            By:/s/ Fred L. Brown
                                     Fred L. Brown
                                     Director


         Date 08/28/98            By:/s/ Arthur R. Outlaw, Jr.
                                     Arthur R. Outlaw, Jr.
                                     Director


         Date 08/28/98            By:/s/ Dr. Benjamin F. Payton
                                     Dr. Benjamin F. Payton
                                     Director



<TABLE>
Morrison Health Care, Inc.
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
For the Periods Ended May 31, 1998 and May 31, 1997
(Dollars in Thousands)

Column A                Column B         Column C        Column D (A)  Column E
                                                Additions
                        Balance at     Charged to         Charged                     Balance at
                        Beginning      Costs and          to other                    End of
                        of Period      Expenses           Accounts    Deductions      Period
<CAPTION>
<S>                       <C>         <C>                 <C>         <C>             <C>

Year ended May 31, 1998:
Trade receivables:
   Allowance for 
     doubtful accounts    $ 744       $   0               $ 196         $  53         $  887


Year ended May 31, 1997:
Trade receivables:
   Allowance for
     doubtful accounts    $1,122      $   0                $  0         $ 378         $  744

Year ended June 1, 1996:
Trade receivables:
   Allowance for
     doubtful accounts    $1,641     $    0                $  0         $519          $ 1,122
  



</TABLE>






Notes: (A) Write-off of trade receivables determined to be
uncollectible against
the allowance for doubtful accounts.





EXHIBIT 4.6


                                  AMENDMENT NUMBER 1 TO
                                     RIGHTS AGREEMENT



     This  Amendment,  made this 29th day of May, 1998
between  Morrison Health
Care, Inc., a Georgia  corporation (the "Company"),  and
SunTrust Bank,  Atlanta
("SunTrust"),  amends  that  certain  Rights  Agreement
between the Company and
AmSouth  Bank of  Alabama  ("AmSouth"),  dated as of March
2, 1996 (the  "Rights
Agreement").

                                   W I T N E S S E T H

     WHEREAS,  pursuant to Section 21 of the Rights
Agreement,  the Company has
removed AmSouth as Rights Agent under the Rights Agreement,
effective as of June
1, 1998 (the "Effective Date"); and

     WHEREAS,  the Company desires to appoint SunTrust,  and
SunTrust desires to
serve as, Successor Rights Agent under the Rights Agreement,
effective as of the
Effective Date.

     NOW,  THEREFORE,  in consideration of the premises
contained  herein,  and
other good and valuable consideration,  the receipt and
sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Appointment  of Successor  Rights Agent.  The
Company  hereby  appoints
SunTrust to serve as the Successor Rights Agent under the
Rights  Agreement,  to
be  effective  as of the  Effective  Date,  and  SunTrust
hereby  accepts  such
appointment.

     2. Amendment of Rights  Agreement.  The Rights
Agreement is hereby amended
effective  as of the  Effective  Date such that all
references  to the  "Rights
Agent" under the Rights Agreement shall refer to SunTrust
rather than AmSouth.

     3.  Undertakings.  Each of the  parties  hereto  agrees
to take any and all
actions  necessary  to cause  SunTrust to serve as Rights
Agent under the Rights
Agreement,  including,  without limitation, the Company
sending notice, prior to
the Effective  Date, to AmSouth and each transfer  agent of
the Company's  stock
that  SunTrust  has been  appointed  Successor  Rights
Agent  under the  Rights
Agreement.

     4.  Continuation of Rights Agreement.  Except as
explicitly  amended above,
the Rights Agreement shall continue in full force and
effect.



     IN WITNESS  WHEREOF,  the  undersigned  have  executed
and  delivered  this
Amendment as of the date first above writen.

                                          MORRISON HEALTH
                                          CARE, INC.



                                          By:/s/John E. Fountain

                                          Title:Vice President and General
                                                Counsel

                                          SUNTRUST BANK, ATLANTA



                                          By:/s/ Sue Hampton

                                          Title:Assistant Vice President



EXHIBIT 10.27

                          MORRISON HEALTH CARE, INC.
                             SALARY DEFERRAL PLAN
                               TRUST AGREEMENT


     THIS  AGREEMENT  has  been  made as of the  30th  day
of  September,  1997,
between Morrison  Health  Care,  Inc.  (the "Company")  and
Merrill  Lynch Trust
Company of  (Florida)(the  "Trustee")  with  respect  to a
trust  (the  "Trust")
forming  part of the  Morrison  Health  Care,  Inc.  Salary
Deferral  Plan (the
"Plan").

     WHEREAS,  the Plan qualifies  both as an "employee
stock  ownership  plan"
("ESOP") within the meaning of section  4975(e)(7) of the
Internal  Revenue Code
of 1986  (the  "Code")  and as a cash or  deferred  profit
sharing  plan  under
sections 401(a) and 401(k) of the Code; and

     WHEREAS,  in order to  effectuate  the  purposes  of
the Plan,  the Company
hereby establishes this Trust,  designed to meet the
applicable  requirements of
the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"); and

     WHEREAS,  it is a principal  purpose of the Trust to
maintain assets in the
form of and  invest in stock of the  Company  ("Company
Stock")  qualifying  as
"employer  securities"  within the  meaning  of  section
409(1) of the Code and
section 407(d)(5) of ERISA;

     NOW,  THEREFORE,  in  consideration  of the  premises
and  of  the  mutual
covenants herein  contained,  the Company and the Trustee do
hereby covenant and
agree as follows:

                                  SECTION I
                                  THE TRUST

     1.1  Establishment  of the Trust.  The Company hereby
establishes with the
Trustee the Trust, which shall be known as the Morrison
Health Care, Inc. Salary
Deferral  Plan Trust,  for the purposes of holding and
administering  the Trust
Fund in accordance  with this  Agreement.  Except as
provided in section 4.4 and
4.5 below,  nothing  contained in the Plan,  either
expressly or by implication,
shall impose any additional powers, duties or
responsibilities upon the Trustee.
The Trustee shall not be  responsible  for the
administration  of the Plan. The
"Trust  Fund" shall at any time mean all property of every
kind then held by the
Trustee pursuant to this Trust Agreement, including the
contributions of cash or
Company Stock made to the Trust by the Company or any
employer  participating in
the Plan (an "Employer"),  any property into which such
contributions  may from
time to time be converted,  and any appreciation  therein or
income thereon less
any  depreciation  therein,  any losses thereon and any
distributions  payments
therefrom. Except as otherwise provided herein, title to the
assets of the Trust
Fund  shall at all times be vested in the  Trustee,  subject
to the right of the
Trustee to hold title in


bearer  form or in the name of a  nominee,  and the
interests  of others in the
Trust Fund shall only be the right to have such assets
received, held, invested,
administered and distributed in accordance with the
provisions of the Trust.

     1.2  Appointment  of Trustee.  The Company  represents
that all  necessary
action has been taken for the appointment of the Trustee as
trustee of the Trust
and that the Trust Agreement  constitutes a legal,  valid
and binding obligation
of the Company. The Trustee accepts its appointment as
trustee of the Trust.

     1.3 Status of Trust.  The Trust is intended  to be a
qualified  trust under
section  401(a) of the Code and exempt from taxation
pursuant to section 501(a)
of the Code.

     1.4  Exclusive  Purpose.  Notwithstanding  anything to
the contrary in this
Agreement,  or in any  amendment  thereto,  except as
otherwise  provided  under
ERISA, the Named  Fiduciaries (as defined in Section 2.1)
and the Trustee,  as a
directed  trustee shall  discharge their  respective  duties
with respect to the
Trust Fund for,  and the Trust Fund  shall be used  solely
for and not  diverted
from,  the exclusive  purpose of providing  benefits for
Plan  participants  and
their beneficiaries and defraying reasonable expenses of
administering the Plan.
Notwithstanding the preceding sentence,  however,
contributions may be returned
by the Trustee at the  direction  of a Named  Fiduciary  if
the Named  Fiduciary
certifies  in  writing  to the  Trustee  that  one  or  more
of  the  following
circumstances exist.

     (a)  if a contribution  is made by the  Company  by
reason of a mistake  of
fact, the contribution or the value thereof, if less, may be
returned within one
year after it was paid to the Trustee;

     (b)  if a contribution is conditioned upon its
deductibility  under section
404 of the Code,  to the extent the  deduction  is
disallowed  by the  Internal
Revenue Service, the contribution or the value thereof, if
less, may be returned
to the Company within one year after the disallowance; or

     (c)  if a contribution is  conditioned  upon initial
qualification  of the
Plan,  as amended,  under  sections  401, 409 and
4975(e)(7)  of the Code,  the
contribution  or the value  thereof,  if less,  may be
returned  to the Company
within one year after such qualification has been denied.

     1.5  Receipt of  Contributions and  Transfers of
Assets.  The Trustee shall
receive in cash or Company Stock all contributions paid or
delivered to it which
are  allocable  under  the  Plan  and to the  Trust  and all
transfers  paid or
delivered  under the Plan to the Trust  from a  predecessor
trustee  or another
trust  (including a trust forming part of another plan
qualified  under section
401(a) of the Code), provided that the Trustee shall not be
obligated to receive
any such contribution or transfer unless prior thereto or
coincident  therewith,
as the  Trustee may  specify,  the Trustee  has  received
such  reconciliation,
allocation, investment or other information concerning, or
such direction,

instruction or  representation  with respect to, the
contribution or transfer or
the source thereof as the Trustee may reasonably require.
The Trustee shall have
no duty or  authority to (a) require any  contributions  or
transfers to be made
under the Plan or to the Trustee,  (b) compute any amount to
be  contributed  or
transferred  under the Plan to the Trustee,  or (c)
determine  whether  amounts
received by the Trustee comply with the Plan.

     1.6  Directed  Trustee.  The  Trustee  shall hold the
Trust  Fund,  without
distinction between principal and income, as a
nondiscretionary trustee pursuant
to the terms of this Trust Agreement.  Assets of the Trust
may, absent direction
from the Named Investment Fiduciary (as defined in Section
2.1) to the contrary,
be held in an account  maintained  with an affiliate  of the
Trustee.  Except as
required by ERISA,  the Trustee  shall  invest the Trust
Fund as directed by the
Named Investment Fiduciary, as defined herein, an Investment
Manager, as defined
herein,  or a Plan  participant  or  beneficiary,  as the
case  may be,  and the
Trustee  shall have no  discretionary  control  over,  nor
any other  discretion
regarding, the investment or reinvestment of any asset of
the Trust Fund.

                                  SECTION II
                              NAMED FIDUCIARIES

     2.1  Named Administrative and Investment Fiduciaries.
For purposes of this
Trust Agreement, the term "Named Administrative  Fiduciary"
refers to the person
or  persons  named  or  provided  for  under  the  Plan as
responsible  for the
administration  and  operation  of the  Plan,  and the  term
"Named  Investment
Fiduciary"  refers  to the  person  or  persons  provided
for under the Plan as
responsible  for the  investment  and  management  of Plan
assets to the extent
provided for in this Trust Agreement (together,  the "Named
Fiduciaries").  The
Named  Administrative  Fiduciary and the Named  Investment
Fiduciary may be the
same  person or persons.  If no such person or persons is
named or provided  for
under the Plan, or if so named or provided for but not then
serving, the Company
shall be the Named Administrative Fiduciary or the Named
Investment Fiduciary or
both, as the case may be.

     2.2  Identification  of  Named   Fiduciaries  and
Designees.   The  Named
Administrative Fiduciary and the Named Investment Fiduciary
under the Plan shall
each be  identified  to the  Trustee  in writing by the
Company,  and  specimen
signatures of each, or of each member thereof, as
appropriate, shall be provided
to the Trustee by the Company. The Company shall promptly
give written notice to
the  Trustee  of a change in the  identity  either  of the
Named  Administrative
Fiduciary  or  the  Named  Investment  Fiduciary,  or  any
member  thereof,  as
appropriate, and until such notice is received by the
Trustee, the Trustee shall
be fully  protected in assuming  that the  identity of the
Named  Administrative
Fiduciary  or  Named  Investment   Fiduciary,   and  the
members  thereof,   as
appropriate, is unchanged. Each person authorized in
accordance with the Plan to
give a direction to the Trustee on behalf of the Named
Administrative  Fiduciary
or the Named Investment  Fiduciary shall be identified to
the Trustee by written
notice  from the  Company  or the Named  Administrative
Fiduciary  or the Named
Investment  Fiduciary,  as the case may be,  and such
notice  shall  contain  a
specimen of the signature. The Trustee shall be entitled to

rely upon each such written  notice as evidence of the
identity and authority of
the persons  appointed until a written  cancellation of the
appointment,  or the
written appointment of a successor, is received by the
Trustee from the Company,
the Named  Administrative  Fiduciary or the Named Investment
Fiduciary,  as the
case may be.

     2.3  Named  Fiduciary's Directions.  Directions  from
or on  behalf of  the
Named Fiduciaries or their designees shall be communicated
to the Trustee or the
Trustee's designee only in accordance with procedures
acceptable to the Trustee
and the Named  Administrative  Fiduciary.  Neither the
Trustee nor the Trustee's
designee  shall  be  empowered  to  implement  any  such
directions  except  in
accordance   with   procedures   acceptable   to  the
Trustee  and  the  Named
Administrative  Fiduciary. The Trustee shall have no
liability for following any
such  directions  or failing to act in the absence of any
such  directions.  The
Trustee  shall have no liability  for the acts or omissions
of any person making
or failing to make any direction  under the Plan or this
Trust Agreement nor any
duty or obligation to review any such direction, act or
omission, SECTION III
POWERS OF TRUSTEE

     3.1  Nondiscretionary  Investment  Powers.  At the
direction  of the Named
Administrative  Fiduciary or the Named Investment Fiduciary
or such other person
authorized hereunder to direct such action, and in
accordance with the direction
of such person,  the Trustee,  or the Trustee's  designee or
a broker/dealer  as
referred to in section 4.3, is authorized and empowered:

     (a)  to  invest and  reinvest  the Trust  Fund,
together  with the  income
therefrom, in common stock, preferred stock, convertible
preferred stock, bonds,
debentures, convertible debentures and bonds, mortgages,
notes, commercial paper
and other  evidences of  indebtedness  (including  those
issued by the Trustee),
shares of mutual funds (which funds may be  sponsored,
managed or offered by an
affiliate of the Trustee),  guaranteed  investment
contracts,  bank  investment
contracts,  other  securities,  polices of life  insurance,
annuity  contracts,
options,  options  to buy or sell  securities  or other
assets,  and all  other
property of any type (personal, real or mixed, and tangible
or intangible);

     (b)  to  deposit  or invest  all or any part of the
assets of the Trust in
savings  accounts  or  certificates  of deposit or other
deposits  in a bank or
savings and loan  association  or other  depository
institution,  including the
Trustee or any of its  affiliates;  provided that, with
respect to such deposits
with the Trustee or an affiliate, the deposits bear a
reasonable interest rate;

     (c)  to hold, manage,  improve,  repair and control all
property,  real or
personal,  forming part of the Trust Fund; to sell, convey,
transfer,  exchange,
partition, lease for any term, even extending beyond the
duration of this Trust,
and otherwise dispose of the same from time to time;

     (d)  to have, subject to sections 4.4 and 4.5 below,
respecting securities,
all the rights,  powers and privileges of an owner,
including the power to give
proxies,  pay assessments and other sums deemed by the
Trustee necessary for the
protection  of the Trust Fund;  to vote,  subject to
sections 4.4 and 4,5 below,
any  corporate  stock  either in person or by proxy,  with
or  without  power of
substitution,  for  any  purpose;  to  participate  in
voting  trusts,  pooling
agreements,   foreclosures,   reorganizations,
consolidations,   mergers   and
liquidations, and in connection therewith to deposit
securities with or transfer
title  to  any  protective  or  other  committee;  to
exercise  or  sell  stock
subscriptions or conversion rights; and, regardless of any
limitation  elsewhere
in this  instrument  relative to Investments by the Trustee
to accept and retain
as an investment any securities or other property  received
through the exercise
of any of the foregoing powers;

     (e)  to hold in cash such portion of the Trust Fund
which it is directed to
so hold pending  investments,  or payment of expenses,  or
the  distribution  of
benefits;

     (f)  to take such actions as may be  necessary  or
desirable to protect the
Trust from loss due to the default on mortgages held in the
Trust, including the
appointment  of agents  or  trustees  in such  other
jurisdictions  as may seem
desirable,  to transfer  property to such agents or
trustees,  to grant to such
agents such powers as are  necessary or desirable to protect
the Trust Fund,  to
direct such agent or trustee, or to delegate such power to
direct, and to remove
such agent or trustee;

     (g)  to settle, compromise or abandon all claims and
demands in favor of or
against the Trust Fund;

     (h)  to invest in any  common or collective  trust fund
maintained  by the
Trustee or its affiliate;

     (i)  to exercise all of the further rights, powers,
options and privileges
granted,  provided  for, or vested in trustees  generally
under the laws of the
state in which the Trustee is  incorporated,  so that the
powers  conferred upon
the Trustee herein shall not be in limitation of any
authority conferred by law,
but shall be in addition thereto;

     (j)  to borrow money  from any  source  and to  execute
promissory  notes,
mortgages  or other  obligations  and to pledge or mortgage
any trust assets as
security, subject to applicable requirements of the Code and
ERISA;

     (k)  to compromise, compound, and settle any debt or
obligation owing to or
from it as Trustee;  to reduce or increase  the rate of
interest  on,  extend or
otherwise  modify,  foreclose  upon  default,  or  otherwise
enforce  any  such
obligation; and

     (l)  to maintain accounts at, execute transactions
through, and lend on an
adequately secured basis stocks,  bonds or other securities
to, any brokerage or
other firm, including any firm which is an affiliate of the
Trustee; and


     (m) subject to Section 5, to borrow from any lender
(including the Company
or any  shareholder  of the  Company)  to  acquire  shares
of  Company  Stock as
authorized by this Agreement.

     3.2  Additional  Powers of Trustee. To  the  extent
necessary or which  it
deems  appropriate  to implement  its powers  under  Section
3.1 or otherwise to
fulfill any of its duties and responsibilities as trustee of
the Trust Fund, the
Trustee shall have the following additional powers and
authority:

     (a)  to register securities,  or any other property,
in its name or in the
name of any  nominee,  including  the name of any  affiliate
or the nominee name
designated by any affiliate, with or without indication of
the capacity in which
property shall be held, or to hold  securities in bearer
form and to deposit any
securities or other property in a depository or clearing
corporation;

     (b)  to designate  and engage the  services of and to
delegate  powers and
responsibilities  to,  such  agents,  representatives,
advisers,  counsel  and
accountants as the Trustee considers  necessary or
appropriate,  any of whom may
be an  affiliate  of the  Trustee or a person who  renders
services  to such an
affiliate,  and, as a part of its expenses  under this Trust
Agreement,  to pay
their reasonable expenses and compensation;

     (c)  to make, execute and deliver, as Trustee,  any and
all deeds,  leases,
mortgages,  conveyances,  waivers,  releases  or other
instruments  in  writing
necessary or for the  accomplishment  of any of the powers
listed in this Trust
Agreement;

     (d)  to determine the market value of any securities or
other property held
by the Trustee in the Trust Fund. and where any securities
or other property are
determined  by the Trustee not to be  marketable,  to
determine  their value in
accordance  with sound  practice and standards  for
evaluating  such  property,
including  valuation by an independent  appraiser  selected
by the Trustee,  for
whose services the Company shall be obligated to pay the
fees and expenses;

     (e)  to  employ legal  counsel,  brokers  and  other
advisors,  agents  or
employees to perform services for the Trust Fund or to
advise it with respect to
its duties and  obligations  under this  Agreement  and in
connection  with the
Trust, and to pay from the Trust Fund such compensation as
it deems appropriate;
and

     (f)  generally  to do all other acts which the Trustee
deems  necessary or
appropriate for the protection of the Trust Fund.

                            SECTION IV
                            INVESTMENTS

     4.1  Investment in Company Stock. The assets of the
ESOP Fund (as defined
in the Plan) shall be invested  primarily in Company Stock,
although up to 100%
of the

assets of the Trust Fund may be  invested in Company  Stock.
To the extent that
Company contributions are made in Company Stock, the Trustee
will be expected to
retain such Company Stock. To the extent Company
contributions or dividends are
made in cash and are not used to pay  principal  or interest
on an ESOP Loan (as
defined in Section 5) or to pay expenses of the Fund,  the
Trustee  will, at the
direction of the Named Investment  Fiduciary,  acquire
Company Stock either from
other  shareholders or directly from the Company.  The
Trustee will pay adequate
consideration for all Company Stock it acquires (other than
a contribution). If,
at the  time  of any  purchase,  Company  Stock  is not
actively  traded  on an
established  securities  market,  the  amount  of  such
consideration  will  be
determined  by the Named  Fiduciary,  however,  the  Trustee
may also make such
determination  or may  retain,  on the  Company's  behalf
and at the  Company's
expense, an independent fiduciary to make such a
determination,  in either case,
on the basis of the advice provided by an independent
appraiser selected by the
Trustee or  independent  fiduciary,  as  applicable,  and
the  Company  shall be
obligated to pay the fees and expenses of such independent
appraiser.

     If at  the  time  Company  Stock  is  to  be
purchased,  the  Company  has
outstanding more than one class of Stock,  the Named
Investment  Fiduciary shall
direct the Trustee as to which class of Stock shall be
purchased  (which  class
shall satisfy Code section 409(e)).

     To the extent  consistent  with the foregoing,  at the
direction of a Named
Fiduciary, the Fund may hold temporary investments other
than Company Stock, may
hold such portion of the Fund in such  investments  as may
be required under the
investment  diversification provisions of the Plan, may hold
such portion of the
Fund uninvested as a Named Fiduciary directs for making,
distributions under the
Plan,  may  invest  assets  of the  Fund in  short-term
investments  bearing  a
reasonable  rate of  interest,  including,  without
limitation,  any  common or
collective  investment  trust (including one established at
the institution that
serves as Trustee  hereunder or any of its  affiliates)
which  provides for the
pooling of assets of plans  described  in section  401(a) of
the Code and exempt
from tax under section 501(a) of the Code,  the terms of
which are  incorporated
by reference,

     4.2  Investment Management. The Named Investment
Fiduciary shall manage the
investment  of the  Trust  Fund  except  insofar  as (a)
the  Named  Investment
Fiduciary appoints a person (an "Investment Manager") who
meets the requirements
of section 3(38) of ERISA to manage Trust assets,  or (b)
the Plan provides for,
and the Named  Administrative  Fiduciary  elects to allow,
Plan  participant or
beneficiary  direction of the investment of assets
allocable  under the Plan to
the accounts of such participants and beneficiaries.

     In situation (a) above, the Company or the Named
Investment  Fiduciary may
appoint one or more Investment Managers, who may be
affiliate(s) of the Trustee,
to direct the Trustee in the  investment  of all or a
specified  portion of the
assets of the Trust. The Named Investment  Fiduciary shall
notify the Trustee in
writing  before  the  effective  date  of  the  appointment
or  removal  of any
Investment  Manager.  If  there  is  more  than  one
Investment  Manager  whose
appointment is effective under the Plan at any one time, the

Trustee  shall,  upon  written  instructions  from  the
Company  or  the  Named
Investment  Fiduciary,  establish  separate  funds  for
control  by  each  such
Investment Manager.  The funds shall consist of those Trust
assets designated by
the Company or the Named Investment Fiduciary.

     In situation (b) above, a list of the  participants and
beneficiaries  and
such information concerning them as the Trustee may specify
shall be provided by
the Company or the Named  Administrative  Fiduciary  to the
Trustee  and/or such
other  person(s) as are necessary for the  implementation
of the  participants'
directions in accordance  with procedures  reasonably
acceptable to the Trustee
and the Named Administrative Fiduciary.

     4.3  Investment Directions. Directions for the
investment or reinvestment
of Trust Fund assets from the Named Investment Fiduciary,
an Investment Manager
or a Plan participant or beneficiary, as the case may be,
shall, in a manner and
in accordance with procedures reasonably acceptable to the
Trustee and the Named
Administrative Fiduciary, be communicated to and implemented
by, as the case may
be, the Trustee,  the  Trustee's  designee or, with the
Trustee's  consent,  the
broker/dealer  designated for the purpose by the Company or
the Named Investment
Fiduciary.   Communication   of  any  such  direction  to
such  a  designee  or
broker/dealer  shall  conclusively be deemed an
authorization to the designee or
broker/dealer  to implement the direction even though coming
from a person other
than the Trustee.

     If the Trustee does not receive written directions with
respect to any part
of the Trust  Fund  subject  to the  Named  Fiduciaries'
direction  (including,
without limitation, income, sale proceeds, or
contributions), the Trustee shall,
pending receipt of such directions,  be deemed to be
directed to hold and invest
such amount in short-term  securities or other such short-
term  investments that
the Trustee deems appropriate.

     Except as required by ERISA, the Trustee shall have no
duty to determine or
inquire into  whether any  directions  received  from the
Named  Fiduciaries  in
accordance  with  the  terms  of this  Agreement  represent
proper  and  lawful
decisions  or result in  prohibited  transactions  as
defined in section  406 of
ERISA.  The Trustee shall have no duty to review any
investment to be acquired,
held or disposed of pursuant to such  instructions  from the
Named  Fiduciaries.
Except as required by ERISA,  the Trustee  shall have no
liability for following
or any other person's following such directions or failing
to act in the absence
of any such  directions.  The Trustee  shall have no
liability  for the acts or
omissions of any person  directing the investment or
reinvestment of Trust Fund
assets or making or failing to make any  direction  referred
to in section  4.4.
Neither  shall  the  Trustee  have any duty or  obligation
to  review  any such
investment  or other  direction,  act or omission  or,
except upon receipt of a
proper direction,  to invest or otherwise manage any asset
of the Trust which is
subject to the  control of any such  person or to  exercise
any voting or other
right referred to in Section 4.4.

      4.4   Voting Rights

     (a)  With respect to Company Stock, each  participant
(or  beneficiary) is,
for  purposes of this Section  4.4(a),  hereby  designated
a "named  fiduciary"
(within the meaning of section 403(a)(l) of ERISA) with
respect to the shares of
Company  Stock  allocated  to his account and shall have the
right to direct the
Trustee with respect to the vote of the shares of Company
Stock allocated to his
or her account on each matter brought before any meeting of
the  stockholders of
the Company.  Upon timely receipt of such directions  from
each  participant (or
beneficiary),  the  Trustee  shall on each such  matter
vote as directed by the
participant (or beneficiary) the number of shares (including
fractional shares)
of Company Stock allocated to each participant's (or
beneficiary's) account, and
except as otherwise  required by ERISA,  the Trustee shall
have no discretion in
the matter

     (b)  With respect to all Trust Fund assets not
described in section  4.4(a)
above,  including  shares of Company  Stock not  allocated
to the  accounts  of
participants  or  beneficiaries,  and,  with respect to
shares of Company  Stock
where the Company (or any Employer) does not have a
"registration-type  class of
securities"  (as described in Section  409(e)(4) of the
Code),  for matters that
the Plan does not pass through to participants  (or
beneficiaries),  the voting
and other rights in Company  Stock,  securities or other
assets held a the Trust
shall be  exercised  by the Trustee  solely as directed by
the Named  Investment
Fiduciary,  Investment  Manager or other person who at the
time has the right to
direct the investment or  reinvestment  of the Company
Stock,  security or other
asset involved.

     (c)  The Company  or  Named  Administrative  Fiduciary
shall  establish  a
procedure  reasonably  acceptable to the Trustee for the
timely dissemination to
each person entitled to direct the Trustee or its designee
as to voting or other
decision  called  for  thereby  or  referred  to  therein of
all proxy and other
materials hearing on the decision and a form requesting
confidential directions
to the Trustee as to how the Trustee  should vote or
otherwise  decide.  In the
case of Company Stock, at such time as proxy or other
materials  bearing thereon
are  disseminated  generally  to  owners of  Company  Stock
in  accordance  with
applicable  law, the Company shall cause a copy of such
proxy or other materials
to be delivered directly to the Trustee and, thereafter,
shall promptly deliver
to the Trustee such number of additional  copies of the
proxy or other materials
as the Trustee may request.

     (d)  In  the  event  a  Plan participant or beneficiary
or  an  Investment
Manager with the right to direct a voting or other  decision
with respect to any
security or other asset held in the Trust does not
communicate  any decision on
the matter to the Trustee or the  Trustee's  designee by the
time  prescribed by
the  Trustee or the  Trustee's  designee  for that  purpose,
or if the  Trustee
notifies  the Named  Investment  Fiduciary  either that it
does not have precise
information  as to the  securities  or other  assets
involved  allocated on the
applicable record date to the accounts of all participants
and beneficiaries, or
that  time  constraints  make  it  unlikely  that
participant,  beneficiary  or
Investment

Manager  direction,  as the case may be, can be received on
a timely basis,  the
decision shall be the responsibility of the Named Investment
Fiduciary and shall
be  communicated  to the  Trustee  on a timelv  basis.  In
the  event  the Named
Investment  Fiduciary  with  any  right  or  responsibility
under  the  Plan or
hereunder to direct a voting or other  decision  with
respect to any security or
other asset held in the Trust does not, or is unable in
accordance  with ERISA,
communicate any decision on the matter to the Trustee or the
Trustee's  designee
by the time  prescribed  by the  Trustee  for that  purpose
or to the extent the
Trustee determines that the Trustee must exercise discretion
with respect to any
decision,  the Trustee  may retain an  independent
fiduciary,  on behalf of the
Company,  to direct it as to the voting of Company  Stock or
other assets of the
Trust Fund,  and the Company  shall be obligated to pay the
fees and expenses of
such  fiduciary,  including  fees of any advisor to the
independent  fiduciary.
Except as required by ERISA, the Trustee shall follow all
directions referred to
above in this section and shall have no duty to exercise
voting or other rights
relating to any such Company Stock, security or other asset.

     4.5  Tender and Exchange  Offers. The  provisions of
this section 4.5 shall
apply in the event of a tender or exchange offer including,
but not limited to,
a tender offer or exchange offer within the meaning of the
Securities  Exchange
Act of 1934, as from time to time amended and in effect,
(hereinafter, a "tender
offer") for Company Stock is commenced by a person or
persons.

     The Trustee  shall have no  discretion  or authority
to sell,  exchange or
transfer any of such shares  pursuant to such tender offer
except to the extent,
and  only to the  extent,  provided  in this  Agreement.
Each  participant  (or
beneficiary)  is hereby  designated  a named  fiduciary
within  the  meaning of
section 403(a)(l) of ERISA with respect to the shares of
Company Stock allocated
to his account.  and shall have the right,  to the extent of
the number of whole
shares of Company  Stock  allocated to his account,  to
direct the Trustee as to
the  manner in which to  respond  to a tender  offer  with
respect to shares of
Company Stock.

     The Company shall use its best efforts to timely
distribute or cause to be
distributed to each  participant (or  beneficiary)  such
information as will be
distributed to  stockholders  of the Company in connection
with any such tender
offer.  The Trustee  shall  solicit  confidentially  from
each  participant  (or
beneficiary)  the directions  described in this section as
to whether shares are
to be tendered.  The Trustee shall respond as instructed by
each participant (or
beneficiary)  with  respect to such shares of Company
Stock.  The  instructions
received by the Trustee from  participants (or
beneficiaries)  shall be held by
the Trustee in  confidence  and shall not be divulged or
released to any person,
including  the Named  Administrative  Fiduciary  or officers
or employees of the
Company or any affiliated company.

     With respect to (1) any shares of Company Stock
allocated to a participant
or  beneficiary's  account  for  which  the  Trustee  has
not  received  timely
instructions  from the participant (or beneficiary) as to
the manner in which to
respond to such a tender offer. (2) unallocated shares of
Company Stock, and (3)
fractional shares of Company Stock


allocated to participants' (or  beneficiaries')  accounts,
such shares shall be
tendered  or  exchanged  by the  Trustee  as  directed  by
the Named  Investment
Fiduciary.  If the Named Investment  Fiduciary fails, or is
unable in accordance
with ERISA, to give such direction, or to the extent the
Trustee determines that
the Trustee must exercise  discretion with respect to any
decision,  the Trustee
may  retain an  independent  fiduciary  to direct it as to
whether to tender or
exchange  Company Stock,  and the Company shall be obligated
to pay the fees and
expenses of such fiduciary, including fees of any advisor to
the fiduciary.

                             SECTION V
                  LEVERAGED ACQUISITIONS OF STOCK

     The Named  Fiduciary  may from time to time  direct
the  Trustee  to incur
indebtedness  (including  indebtedness to the company) to
purchase Company Stock
(an "ESOP  Loan") on such  terms and  conditions  as the
Named  Fiduciary  shall
determine.  Any such ESOP Loan shall meet all of the
requirements  necessary to
constitute an "exempt loan" within the meaning of section
4975(d)(3) of the code
and Treasury Regulation section 54.4975-7(b)(1)(iii) and
shall be used primarily
for the benefit of the Plan participants and their
beneficiaries.

     Payments of  principal  and interest on any such ESOP
Loan shall be made by
the  Trustee  (as  directed  by  a  Named   Fiduciary)  only
from  (1)  Company
contributions  made under the Plan for the purpose of
satisfying  such ESOP Loan
obligation,  earnings  on such  contributions  and  earnings
on shares of Stock
acquired  with the proceeds of such ESOP Loan,  (2) the
proceeds of a subsequent
ESOP Loan made to repay a prior ESOP Loan,  and/or (3) the
proceeds of the sale
of  collateralized  shares of Company  Stock  acquired with
the proceeds of such
ESOP Loan.

     In the event of a default  under an ESOP  Loan,  the
value of Trust  assets
transferred  to the lender shall not exceed the amount of
the default,  provided
further that if the lender is a "party in interest"  within
the meaning of ERISA
section  3(14),  a transfer of Trust assets upon default
shall be made only if;
and to the extent  of,  the  Trust's  failure  to meet the
ESOP  Loan's  payment
schedule.

     To the extent that the Trustee  determines  that the
Trustee must  exercise
discretion with respect to acts  contemplated by this
Section V, the Trustee may
retain an independent  fiduciary,  on behalf of the Company,
to direct it as to
those acts,  and the Company  shall be obligated to pay the
fees and expenses of
such fiduciary, including fees of any advisor to the
fiduciary.


                             SECTION VI
    PAYMENT OF BENEFITS, TRUSTEE'S COMPENSATION AND EXPENSES

     6.1  Payments by Trustee. The  Trustee shall  pay
benefits unde  the Plan
only when it receives (and in accordance with) written
instructions of the Named

Administrative Fiduciary,  indicating the amount of the
payment and the name and
address of the recipient. The Trustee shall have no duty to
inquire into whether
any  payment  the  Named  Administrative  Fiduciary
instructs  it  to  make  is
consistent with the terms of the Plan or applicable law or
otherwise  proper. If
the Named Administrative Fiduciary advises the Trustee that
benefits have become
payable  respecting a  participant's  (or  beneficiary's)
interest in the Trust
Fund, but does not instruct the Trustee as to the manner of
payment, the Trustee
shall hold the participant's (or  beneficiary's)  interest
in the Trust until it
receives written instructions from the Named Administrative
Fiduciary as to the
manner of  payment.  The  Trustee  shall not pay  benefits
from the Trust  Fund
without such  instructions,  even though it may be informed
from other  sources,
including, without limitation, a participant (or
beneficiary), that benefits are
payable under the Plan.  The Trustee shall have no
responsibility  to determine
when, to whom, or in what amounts benefits are payable under
the Plan,

     The  Trustee  may pay any  benefit  or  expense  under
the Plan by  mailing
certificates  representing shares of Company Stock and/or
its check, as the case
may  be,  for  the  amount  thereof  to  the  person
designated  by  the  Named
Administrative  Fiduciary as entitled to receive such
payment to such address as
may  have  last  been  furnished  to the  Trustee  by the
Named  Administrative
Fiduciary. If no such address has been so furnished,
benefits or expenses may be
mailed by the Trustee to such person in care of the Company.

     The Trustee is authorized  to make any payments
directed by court order in
any action in which the Trustee is a party or pursuant to a
"qualified  domestic
relations  order" under section  414(p) of the Code or
pursuant to a court order
pertaining  to the  enforcement  of a federal tax levy or
the  collection by the
United  States on a  judgment  resulting  from an  unpaid
tax  assessment.  The
determination  of  whether  a court  order  constitutes  a
"qualified  domestic
relations order" shall be determined by the Named
Administrative  Fiduciary and
the Trustee shall have no authority to make such a
determination.  Except as may
otherwise be required by ERISA,  the Trustee is not
obligated to defend  actions
in  which  the  Trustee  is  named  but  shall   notify  the
Company  or  Named
Administrative Fiduciary of any such action and may tender
defense of the action
to the  Company,  the  Named  Administrative  Fiduciary  or
the  participant  or
beneficiary whose interest is affected. The Trustee may in
its discretion defend
any action in which the Trustee is named and any expenses,
including reasonable
attorneys'  fees,  incurred by the Trustee in that
connection  shall be paid or
reimbursed from the Trust Fund to the extent permitted under
ERISA.

     6.2  Disputed  Payment.  If a  dispute  arises  over
the  propriety  of the
Trustee's  making any payment from the Trust Fund,  the
Trustee may withhold the
payment until the dispute has been resolved by a court of
competent jurisdiction
or settled by the parties to the dispute.  The Trustee may
consult legal counsel
and rely upon the advice of counsel.

     6.3  Trustee's Compensation and Expenses. Except to the
extent specifically
provided  otherwise  herein,  the Trustee's  compensation
for its services under
this Trust Agreement shall be paid in accordance with the
Trustee's fee schedule
currently in effect.

Without the written  consent of the Company,  the Trustee's
fee schedule may not
be modified more than once every twelve  months.  Any
compensation  or expenses
incurred by the Trustee in connection with or relating to
the performance of its
duties under this Trust Agreement or its status as Trustee,
including reasonable
attorneys' fees shall be paid from the Trust Fund,  unless
the Company elects to
pay any of such  compensation  and  expenses.  If the
Company does not so elect,
such  compensation  and expenses shall be charged against
and withdrawn from the
Trust Fund as provided below.

     The Trustee is  authorized  to charge the Trust Fund
for and withdraw  from
the Trust Fund, without direction from the Named
Administrative Fiduciary or any
other person, the amount of any such fees or expenses 30
days after presentation
of a statement for such amount to the Company,  except to
the extent the Company
pays such  amounts  before such date.  Trust Fund assets
shall be applied to pay
such fees and expenses in the following priority by asset
category to the extent
thereof held at the time of  withdrawal  in the Trust Fund
subfund or account to
which the fee or expense is allocated: (i) uninvested cash
balances; (ii) shares
of any money  market fund or funds held in the Trust  Fund;
and (iii) any other
Trust Fund assets.  The Trustee is  authorized to allocate
its fees and expenses
among these  subfunds or accounts to which the fees or
expenses  pertain in such
manner as the Trustee deems appropriate under the
circumstances  unless prior to
such allocation the Company or the Named Administrative
Fiduciary specifies the
manner in which the allocation is to be made. The Trustee is
also authorized but
not required to sell any shares or other assets  referred to
above to the extent
necessary for the purpose.

     By signing this Trust Agreement,  the Company
authorizes the Trustee and/or
its affiliates to receive payments from certain mutual funds
(and/or  collective
trusts) for which no  affiliate  of the Trustee  acts as
investment  manager or
adviser (or from the principal  distributors  and/or
advisors of those funds or
trusts), in connection with the performance of reasonable
and necessary services
(including recordkeeping, subaccounting, account
maintenance. administrative and
other  shareholder  services);  provided  such  payments
are  properly  made in
accordance with applicable law.  Because  different  mutual
funds (or collective
trusts) may be subject to different fee arrangements, the
Company should contact
the  Trustee or its  designee  to obtain  further  details
on any  specific  fee
arrangements  that may be  applicable  to  investments
under the Plan,  and the
Trustee or its designee shall provide such information upon
request.

     6.4  Other Expenses.The Trustee is authorized upon
direction from the Named
Administrative  Fiduciary or any other  person,  to withdraw
from the Trust Fund
and pay any federal,  state or local taxes,  charges or
assessments of any kind
levied or assessed  against the Trust or assets thereof.
Until paid, such taxes
shall be a lien  against  the Trust Fund.  The Trustee
shall give notice to the
Named  Administrative  Fiduciary  of its receipt of a demand
for any such taxes,
charges or assessments.  The Trustee shall not be personally
liable for any such
taxes, charges or assessments.

     Expenses incurred by the Company, the Named
Administrative  Fiduciary,  the
Named Investment Fiduciary, any Investment Manager or any
other persons

designated to act on behalf of the Company, the Named
Administrative  Fiduciary
or the Named Investment Fiduciary, including reimbursement
for expenses incurred
in the performance of their respective  duties,  may be paid
from the Trust Fund
upon the written direction to the Trustee by the Named
Administrative Fiduciary.

                            SECTION VII
                      LIABILITY AND INDEMNITY

     7.1  Trustee's  Reliance.  Unless the Trustee has
actual  knowledge  to the
contrary,  the Trustee shall have no duty to inquire
whether  directions by the
Company, the Named Administrative  Fiduciary,  the Named
Investment Fiduciary or
any other person conform to the Plan,  and the Trustee shall
be fully  protected
in relying on any such  direction,  communicated  in
accordance  with procedures
acceptable  to the  Trustee  and the Named  Administrative
Fiduciary,  from any
person who is a proper person to give the direction.  The
Trustee shall be fully
protected in acting upon any instrument,  certificate, or
paper delivered by the
Company,  the Named  Administrative  Fiduciary,  any
participant or beneficiary
(acting as a named  fiduciary)  and  reasonably  believed
by the  Trustee to be
genuine and to be signed or presented by the proper  person
or persons,  and the
Trustee  shall be  under  no duty to make  investigation  or
inquiry  as to any
statement  contained in any such writing,  but may accept
the same as conclusive
evidence of the truth and accuracy of the statements therein
contained.

     The Trustee shall have no liability to any participant,
any beneficiary or
any other  person  for  payments  made,  any  failure to
make  payments,  or any
discontinuance of payments, on direction of the Named
Administrative  Fiduciary,
the Named  Investment  Fiduciary  or any  designee  of
either of them or for any
failure  to  make  payments  in  the  absence  of
directions   from  the  Named
Administrative  Fiduciary  or any person  responsible  for
or  purporting  to be
responsible for directing the investment of Trust assets.
The Trustee shall have
no  obligation to request  proper  directions  from any
person.  The Trustee may
request  instructions  from the  Named  Administrative
Fiduciary  or the  Named
Investment  Fiduciary  and shall have no duty to act or
liability for failure to
act if  such  instructions  are  not  forthcoming.  The
Trustee  shall  have no
responsibility  to determine  whether the Trust Fund is
sufficient  to meet the
liabilities  under the  Plan,  and shall  not be  liable
for  payments  or Plan
liabilities in excess of the Trust Fund.  The Trustee in its
corporate  capacity
shall not be liable for claims of any persons arising under
the Plan.

     7.2  Advice of Counsel The  Trustee may  consult  with
legal  counsel  with
respect to the meaning and construction of this Agreement or
its powers,  duties
and conduct hereunder.

     Notwithstanding  any other provision of this
Agreement,  the Trustee shall
not be  required  to take any action or  refrain  from
taking  any action  that
violates ERISA, and for this purpose,  the  determination of
whether such action
or inaction  violates  ERISA  shall be  determined  by (a) a
written  opinion or
advice of counsel based upon such

counsel's  interpretation of any statute or final
regulation,  or (b) an opinion
or order of a court of competent jurisdiction issued to the
Plan, the Company or
the Trustee.

     7.3  Other Fiduciaries.  Each  fiduciary of the Plan
and the Trust shall be
solely responsible for its own acts or omissions. The
Trustee shall have no duty
to question any other Plan fiduciary's performance of
fiduciary duties allocated
to  such  other  fiduciary  pursuant  to the  Plan.  The
Trustee  shall  not be
responsible for the breach of  responsibility by any other
Plan fiduciary except
as provided under ERISA.

     7.4  Indemnification.  The Company hereby  indemnifies
the Trustee against,
and shall hold the Trustee harmless from, any and all loss,
claims,  liability,
and expense,  including reasonable  attorneys' fees, imposed
upon the Trustee or
incurred  by the  Trustee as a result of any acts taken in
accordance  with the
directions from the Named Administrative Fiduciary,  Named
Investment Fiduciary,
Investment  Manager or any other person specified herein, or
any designee of any
such  person,  or by the  failure  to act due to a lack of
direction  from such
parties or by reason of the  Trustee's  execution  of its
duties with respect to
the Trust,  including,  but not  limited to, its holding of
assets of the Trust,
the Company's  obligations in the foregoing  regard to be
satisfied  promptly on
request by the Trustee,  unless the loss,  claim,  liability
or expense involved
resulted from the negligence or willful misconduct of the
Trustee.

     7.5  Protection of Designees.To the extent that any
designee of the Trustee
is performing a function of the Trustee under this Trust
Agreement, the designee
shall have the benefit of all of the applicable  limitations
on the scope of the
Trustee's  duties and  liabilities,  all  applicable  rights
of  indemnification
granted  hereunder to the Trustee and all other  applicable
protections  of any
nature afforded to the Trustee, except as provided under
ERISA.

                            SECTION VIII
                           ADMINISTRATION

     8.1  Records. The Trustee shall  maintain books of
account and records with
respect to the Trust Fund.  Except to the extent required by
applicable law, the
Trustee shall not be required to maintain any separate
records or accounts with
respect  to  any  participant,  and  any  records  or
accounts  required  to be
maintained  pursuant  to  the  Plan  or  to  comply  with
ERISA  shall  be  the
responsibility of the Named Administrative Fiduciary or its
designee.

     8.2  Accounting.  Within 90 days following the close of
each fiscal year of
the Plan or the effective date of the removal or resignation
of the Trustee, the
Trustee shall file with the Named Administrative  Fiduciary
a written accounting
setting forth all  transactions  since the end of the period
covered by the last
previous accounting. The accounting shall include a listing
of the assets of the
Trust showing the value of such assets at the close of the
period covered by the
accounting.   On  direction  of  the  Named  Administrative
Fiduciary,  and  if
previously agreed to by the Trustee, the Trustee shall

submit to the Named Administrative Fiduciary interim
valuations reports or other
information pertaining to the Trust.

     The Named  Administrative  Fiduciary may approve the
accounting by written
approval  delivered  to the  Trustee.  Any such  affirmative
approval  shall be
binding on the Company, the Named Administrative Fiduciary,
the Named Investment
Fiduciary and, to the extent  permitted by ERISA,  all other
persons,  and such
approval  shall  release  and  discharge  the  Trustee  from
any  liability  or
accountability  to the  Company  and the  Named
Administrative  Fiduciary  with
respect to the transactions shown or reflected on the
account.

     8.3  Valuation.   The  assets  of the Trust  shall be
valued  a   of  each
valuation  date under the Plan at fair market value as
determined by the Trustee
based upon such sources of information as it may deem
reliable,  including,  but
not  limited to,  stock  market  quotations,  statistical
evaluation  services,
newspapers  of  general  circulation,   financial
publications,   advice  from
investment  counselors or brokerage  firms, or any
combination of sources.  The
Trustee may retain,  on the Company's  behalf and at the
Company's  expense,  an
independent fiduciary to make such a determination, in
either case, on the basis
of the advice  provided by an  Independent  Appraiser"  (as
described in section
401(a)(28)(C) of the Code) selected by the Trustee or the
independent fiduciary,
as applicable,  and the reasonable costs incurred in
establishing  values of the
Trust Fund shall be a charge against the Trust Fund, unless
paid by the Company.
If there is no generally  recognized market (as described in
section 3(l8)(A) of
ERISA) for shares of Company  Stock,  all  valuations of
shares of company stock
shall be made by an Independent Appraiser in accordance with
section 3(l8)(B) of
ERISA. If the Department of Labor issues final regulations
under ERISA regarding
the valuation of securities or other assets for purposes of
the reports required
by ERISA, the Trustee shall use such valuation methods.


                             SECTION IX
                 RESIGNATION AND REMOVAL OF TRUSTEE

     9.1  Manner of Resignation  or  Removal.  The Trustee
may resign as Trustee
under this Agreement at any time by a written statement
delivered to the Company
giving  notice of such  resignation,  which  shall be
effective  60 days  after
receipt or at such other time as is agreed by the Company
and the  Trustee.  The
Trustee  may be removed at any time by the Company by an
instrument  in writing
and delivered to the Trustee,  which shall be effective 60
days after receipt or
at such other time as is agreed between the Company and the
Trustee.

     9.2  Appointment of Successor. Upon  resignation or
removal of the Trustee,
the Company shall  appoint a successor  trustee and shall
deliver to the Trustee
copies of (a) a written  instrument  executed  by the
Company  appointing  such
successor,  and (b) a written  instrument  executed by the
successor in which it
accepts such appointment. Such instruments shall indicate
their effective date.

     9.3  Settlement of Account. Upon resignation or removal
of the Trustee, the
Trustee  shall have the right to a settlement of its
account,  which  settlement
shall be made,  at the  Trustee's  option,  either by an
agreement of settlement
between the Trustee  and the  Company or by a judicial
settlement  in an action
instituted by the Trustee.  The Trustee shall not be
obligated to transfer Trust
assets until the Trustee is provided  written  assurance by
the Company that all
fees and expenses reasonably anticipated will be paid.

     9.4  Termination of  Responsibility  and Liability.
Upon settlement of the
account and transfer of the Trust Fund to the successor
trustee,  all rights and
privileges  under this Trust Agreement  shall vest in the
successor  trustee and
all  responsibility  and  liability of the Trustee with
respect to the Trust and
assets thereof shall,  except as otherwise required by
ERISA,  terminate subject
only to the  requirement  that the Trustee  execute all
necessary  documents to
transfer the Trust assets to the successor trustee.

                             SECTION X
                 AMENDMENT AND TERMINATION OF TRUST

     10.1 Amendment.   The  Company  reserves  the  right
to amend  this  Trust
Agreement,  provided that no amendment of this Trust
Agreement or the Plan shall
be effective  which would (a) cause any assets of the Trust
Fund to be used for,
or diverted to, purposes other than the exclusive  benefit
of Plan  participants
or their  beneficiaries  other than an amendment
permissible under the Code and
ERISA,  or (b)  affect  the  rights  duties,
responsibilities,  obligations  or
liabilities of the Trustee without notice to the Trustee and
the Trustee's prior
written  consent.  Subject to approval by the legal counsel
of the Company,  the
Company shall amend this Trust  Agreement as requested by
the Trustee to reflect
changes in law which  counsel for the Trustee  advises the
Trustee  require such
changes. Amendments to the Trust Agreement or a certified
copy of the amendments
shall be delivered to the Trustee  promptly after  adoption,
and if practicable
under the  circumstances,  any proposed  amendment  under
consideration  by the
Company shall be communicated to the Trustee to permit the
Trustee to review and
comment thereon in due course before the Company acts on the
proposed amendment.

     10.2 Termination.  The Trust may be terminated by the
Company in accordance
with the Plan. Upon such termination, the Trust Fund shall
be distributed by the
Named Administrative Fiduciary in accordance with the terms
of the Plan.

                             SECTION XI
                           MISCELLANEOUS

     11.1 Restriction on Alienation.  Except as provided in
section 6.1 or under
section  401(a)(13)  of the  Code,  the  interest  of any
Plan  participant  or
beneficiary  in the  Trust  Fund  shall  not be  subject  to
the  claims of such
person's  creditors  and may not be assigned,  sold,
transferred,  alienated or
encumbered.  Any attempt to do so shall be void; and the
Trustee shall disregard
any attempt. Trust assets shall not in any manner be liable

for or subject to debts, contracts, liabilities,  engagement
or tons of any Plan
participant or beneficiary, and benefits shall not be
considered an asset of any
such a person in the event of the person's insolvency or
bankruptcy.

     11.2 Successors and Assigns.  This Agreement shall be
binding upon, and the
powers granted to the Company and the Trustee, respectively,
shall be exercised
by the  respective  successors  and assigns of the Company
and the Trustee.  Any
corporation which shall, by merger, consolidate,  purchase
or otherwise, succeed
to  substantially  all the  trust  business  of the  Trustee
shall,  upon  such
succession and without any  appointment  or other action by
the Company,  be and
become successor trustee hereunder, upon notification to the
Company.

     11.3 Governing Law  and  Construction.  This Trust
Agreement and the Trust
shall be construed,  administered  and governed under ERISA
and other  pertinent
federal law, and to the extent that federal law is
inapplicable,  under the laws
of the state in which the  Trustee is  incorporated.  If any
provision  of this
Trust   Agreement  is   susceptible  to  more  than  one
interpretation,   the
interpretation  to be given is that which is  consistent
with the Trust being a
qualified trust under section 401(a) of the Code. If any
provision of this Trust
Agreement  is  held  by a court  of  competent  jurisdiction
to be  invalid  or
unenforceable,  the remaining provisions shall continue to
be fully effective to
the extent possible under the circumstances.

     11.4 Equity  Interest.  Neither   the  creation  of the
Trust nor  anything
contained  in the Trust  shall be  considered  as giving
any  person any equity
interest in the assets,  business or affairs or the Company
except to the extent
that the Trust Fund is invested in Company Stock.

     11.5 Refunds to Company.  The Trustee shall,  upon the
written direction of
the Named Administrative Fiduciary which shall include a
certification that such
action is proper  under the Plan,  ERISA and the Code
specifying  any  relevant
sections  thereof,  return to the  Company  any  amount
referred  to in section
403(c)(2) of ERISA.

     11.6 Authorized  Action.  Any action to be taken under
this Trust Agreement
by a company or other person which is: (a) a  corporation
shall be taken by the
board of directors of the corporation or any person or
persons duly empowered by
the board of directors to take the action involved,  (b) a
partnership  shall be
taken  by an  authorized  general  partner  of the
partnership,  and (c) a sole
proprietorship by the sole proprietor.

     11.7 Text of Plan. The Company  represents  that, prior
to the execution of
this Trust Agreement by both parties, it delivered to the
Trustee's designee the
text of the  Plan as in  effect  as of the  date of this
Trust  Agreement.  The
Company shall deliver to the Trustee promptly after adoption
thereof a certified
copy of any amendment of the Plan.

     11.8 Conflict with Plan. The rights, duties,
responsibilities,  obligations
and liabilities of the Trustee are as set forth in this
Trust Agreement,  and no
provision of the

Plan or any  other  document  shall be deemed to  affect
such  rights,  duties,
responsibilities,  obligations  and  liabilities,  except as
otherwise  provided
herein.  If there is a conflict  between  provisions  of the
Plan and this Trust
Agreement with respect to any subject  involving the
Trustee,  including but not
limited  to  the  responsibility,  authority  or  powers  of
the  Trustee,  the
provisions of this Trust  Agreement  shall be  controlling,
except as otherwise
provided herein.

     11.9 Failure to Maintain Qualification.  If the Trust
fails to qualify as a
qualified  trust under section 401(a) of the Code, or loses
its status as such a
qualified  trust, the Company shall  immediately so notify
the Trustee,  and the
Trustee shall, without further notice or direction, remove
the Trust assets from
any common or collective  trust fund  maintained by the
Trustee or its affiliate
for investments by qualified trusts.

    11.10 Gender.  As used in this Trust Agreement,  the
masculine gender  shall
include the feminine and the neuter  genders and the
singular  shall include the
plural and the plural the singular, as the context requires.

    11.11 Headings.  Headings and  subheadings in  this
Trust Agreement are  for
convenience of reference  only and are not to be considered
in the  construction
of the provisions of the Trust Agreement.

    11.12 Counterparts.  This  Trust  Agreement  may  be
executed  in   several
counterparts,  each of which shall be deemed an original,
and these counterparts
shall constitute one and the same instrument which may be
sufficiently evidenced
by any one counterpart.

     IN WITNESS  WHEREOF,  the Company and the Trustee have
executed this Trust
Agreement each by action of a duly authorized person.


MERRILL LYNCH TRUST                   MORRISON HEALTH CARE,
INC.
COMPANY (FLORIDA)

By:   /s/ Melanie Madeira              By:  /s/ K. W.
Engwall
-------------------------                -------------------
-----
Name:    Melanie Madeira               Name:  K. W. Engwall
Title:   New Account Trust Officer     Title:  Senior Vice
President, Finance






EXHIBIT 10.28

                                TRUST AGREEMENT
                                   FOR THE
                          MORRISON HEALTH CARE, INC.
                          DEFERRED COMPENSATION PLAN


      THIS  TRUST  AGREEMENT  is made this 2nd day of
October,  1997,  by and
among MORRISON  HEALTH CARE,  INC., a corporation  organized
under the laws of
the State of Georgia (the  "Primary  Sponsor"),  each
related  corporation  or
business  executing this Trust Agreement (the Primary
Sponsor and each related
corporation or business  being  sometimes  hereinafter
referred to as a "Plan
Sponsor"); and MERRILL LYNCH TRUST COMPANY (FLORIDA) (the
"Trustee").

                             W I T N E S S E T H:

      WHEREAS,  the Primary  Sponsor  maintains the Morrison
Health Care, Inc.
Deferred  Compensation  Plan (the "Plan"),  which was
established by indenture
dated March 7, 1996, to provide benefits in the form of
deferred  compensation
to a  select  group of  management  or  highly  compensated
employees  of the
Primary Sponsor or any of its related corporations or
businesses; and

      WHEREAS,   the  Primary  Sponsor,  by  agreement
dated  March  7,  1996
established an irrevocable grantor trust (the "Trust"),
within the meaning of
Section 671 of the Internal  Revenue Code of 1986,  as
amended (the "Code") to
assist it and any of its related  corporations  or
businesses  in meeting its
obligations under the Plan; and

      WHEREAS,  the Primary  Sponsor desires to amend and
restate the existing
trust agreement  originally executed by and between Morrison
Health Care, Inc.
and AmSouth  Bank of  Alabama,  which  agreement,  as
amended,  contains  the
existing terms of the Trust (the "Prior Trust Agreement");
and

      WHEREAS,  the Board of Directors of the Primary
Sponsor has  authorized
the amendment and  restatement of the Prior Trust Agreement
as embodied herein
(the "Trust Agreement");

      NOW,   THEREFORE,   the  Primary  Sponsor  hereby
restates  the  Trust,
effective as of October 1, 1997, as follows:

                                  SECTION 1.
                             GOVERNING INSTRUMENT

      The rights,  duties,  responsibilities,  obligations
and liabilities of
the Trustee are as set forth in this Trust Agreement,  and
no provision of the
Plan   or   any   other   document   shall   affect   such
rights,   duties,
responsibilities,  obligations  and  liabilities.  In the
event of a  conflict
between  the terms and  provisions  of the  Trust  Agreement
and those of the
Plan, the terms and provisions of the Trust Agreement  shall
govern.  However,
nothing  contained  in the Trust  Agreement is intended to
diminish the amount
of benefits  required to be paid for the benefit of any
participant  under the
terms of the Plan.

                                  SECTION 2.
                           ESTABLISHMENT OF THE FUND

      The  Primary  Sponsor  has  established  a fund  with
the  Trustee  (the
"Fund") to be held and  administered in accordance  with
this Trust.  The Fund
shall  consist  of all  assets as may be  delivered  by a
Plan  Sponsor to the
Trustee and  reasonably  accepted by the  Trustee,  and
shall also include all
income  accruing  thereon,   except  as  otherwise
provided  in  this  Trust
Agreement.  The Trustee  shall not be obligated  to receive
any assets  unless
prior  thereto  the  Trustee  has  agreed  that  such
assets  are  reasonably
acceptable   to  it  and  the  Trustee  has  received   such
reconciliation,
allocation,  investment or other information  concerning,
or  representations
with respect to, such assets as the Trustee may reasonably
require.

                                  SECTION 3.
                            INVESTMENT OF THE FUND

      (a)   Subject to the  provisions  of  Subsections  (b)
and (c) below and
Section 4 hereof,  the Trustees  shall invest the  principal
and income of the
Fund without  distinction  between  principal  and income in
securities or in
property,  real or personal and wherever  situated,  as the
Trustee shall deem
advisable,  in its  sole  discretion.  Without  limiting
the  foregoing,  the
Trustee may purchase,  acquire,  retain,  sell,  transfer,
pledge or encumber
common or  preferred  stocks,  including  stock of the
Primary  Sponsor or any
affiliate,  shares  of  mutual  funds,  including  mutual
funds for which the
Trustee  is an  advisor,  trust  and  participation
certificates,  bonds  and
mortgages,  other evidences of indebtedness  or ownership,
annuity  contracts
and ordinary and term life insurance  contracts of life
insurance  companies,
savings accounts or plans,  including savings accounts or
plans established or
to be  established by the Trustee,  and group trusts or
collective  investment
funds  including group trusts or collective  investment
funds operated by the
Trustee.

      (b)   The Fund shall be  invested  by the  Trustee
consistent  with the
overall  investment  objectives  of the  Trust as
identified  by the  Primary
Sponsor and  communicated  to the Trustee in writing  from
time to time and in
the  absence  of  such   communication,   consistent  with
the  objective  of
preservation of capital (the "Investment  Goals").  The
Trustee shall incur no
liability  merely  for a  failure  to  achieve  the
Investment  Goals for any
period;  provided  that  during  any such  period  the Fund
was  invested  in
accordance  with  applicable  fiduciary  standards  and
with a  view  towards
achieving the Investment Goals.


      (c)   The Primary  Sponsor may appoint one or more
investment  managers
(the  "Investment  Managers")  which  shall  be  banks,
investment  advisers
registered under the Investment Advisers Act of 1940, or
insurance  companies,
to direct  the  Trustee as to the  investment  of all or a
portion of the Fund
for  the  exclusive  benefit  of  the  participants  of  the
Plan  and  their
beneficiaries.  Notwithstanding the foregoing, the Primary
Sponsor may appoint
the  Trustee  (or any of its  affiliates)  as an  Investment
Manager,  if the
Trustee  (or its  affiliate)  agrees  to  such  appointment
and is  otherwise
qualified to serve as an Investment Manager and in such
instance,  the Trustee
(or its  affiliate)  shall have  discretion  over the
investment of the Fund,
subject to the provisions of Subsection (b) above.

      The Primary  Sponsor shall notify the Trustee of the
appointment of any
Investment   Manager  (other  than  the  Trustee)  under
this  Subsection  by
delivering to the Trustee (i) an executed  copy of an
instrument  under which
the  Investment  Manager was  appointed to act hereunder and
setting forth the
investment  powers of the  Investment  Manager  and (ii) a
written  instrument
executed  by the  Investment  Manager  in  which it
acknowledges  that it has
agreed  to  act  as  such  and  accepts  fiduciary   status.
Any  notice  of
appointment  pursuant to this Subsection shall constitute a
representation and
warranty by the  Primary  Sponsor  that the  Investment
Manager is  qualified
under  and has  been  appointed  in  accordance  with the
provisions  hereof.
Notwithstanding anything herein contained to the contrary,
during the term of
its  appointment,  the Investment  Manager shall have the
sole  responsibility
for the  investment and  reinvestment  of the portion of the
Fund for which it
was  appointed  to act,  and,  subject  to the  limitations
on the  types  of
appropriate  investments  set forth in Subsection (b)
hereof,  shall have full
power and  responsibility in its discretion to direct the
Trustee with respect
to the  exercise  by it of its  investment  powers,
including  the  voting of
shares  (except as  otherwise  provided  by  Section  13(d)
hereof).  Pending
receipt of instructions  from any Investment  Manager with
respect thereto and
subject to any  investment  guidelines  agreed to in writing
from time to time
pursuant to Subsection (b) hereof,  any cash received by the
Trustee from time
to time  shall be  invested  by the  Trustee  in a money
market  mutual  fund
designated by the Primary Sponsor or the Investment Manager.

      The Primary  Sponsor may  terminate  its  appointment
of an  Investment
Manager  at any  time  and  shall  in  writing  notify  the
Trustee  of  such
termination,  and may thereafter appoint a successor
Investment Manager in the
same manner as provided  above in this  Subsection.  Any
successor  Investment
Manager shall  thereafter,  until its appointment is
terminated,  be deemed to
be an  "Investment  Manager"  for all  purposes  of this
Agreement.  If there
shall be more  than one  Investment  Manager,  the  portion
of the Fund to be
invested by each  Investment  Manager shall be held in a
separate  account and
the powers and  authority of each  Investment  Manager shall
be divided as set
forth in the instruments appointing such Investment
Managers.

      So long as an Investment  Manager  (other than the
Trustee or one of its
affiliates)  is  serving  as  such,  the  Trustee  shall  be
under no duty or
obligation to review the assets  comprising any portion of
the Fund managed by
the  Investment  Manager,  to make any  recommendations
with  respect  to the
investment  or  reinvestment  thereof,  or to determine
whether any direction
received  from any  Investment  Manager  is proper or within
the terms of this
Trust Agreement or to monitor the activities of any
Investment Manager.


      (d)   The  Trustee  shall have no  liability  or
responsibility  to the
Primary  Sponsor or any persons  claiming  any interest in
the Fund for acting
without  question on the direction of, or for failing to act
in the absence of
any direction from, any Investment  Manager,  unless the
Trustee  participated
knowingly  in, or knowingly  undertook  to conceal,  an act
or omission of any
Investment  Manager  constituting  a breach of its duties
hereunder,  knowing
such act or omission was a breach of such duties; provided,
however, that the
Trustee  shall  not be  deemed  to  have  "participated"  in
a  breach  by any
Investment  Manager for the purposes of this undertaking
solely as a result of
the  performance  by the Trustee or its  officers,
employees or agents of any
custodial,  reporting,  recording,  and bookkeeping
functions with respect to
any  assets  of the Fund  managed  by any  Investment
Manager  or solely as a
result of settling purchase and sale transactions  entered
into or directed by
any Investment  Manager, or to have "knowledge" of any such
breach solely as a
result of the information  received by the Trustee or its
officers,  employees
or agents in the normal course in performing  such
functions or settling such
transactions.  If the Trustee has actual  knowledge  of a
breach  committed by
any  Investment  Manager,  it shall  promptly  notify the
Primary  Sponsor in
writing thereof, and the Trustee,  except as required by
applicable law, shall
thereafter have no responsibility to remedy such breach.

      (e)   In accordance  with Section 5 below,  the
Primary Sponsor may from
time to time direct the Trustee in writing as to the
specific  investments  of
the Fund and the Trustee  shall invest and reinvest the
principal  and income
of the Fund in  accordance  with such  directions.  The
Trustee  shall have no
liability  or  responsibility  to the  Primary  Sponsor  or
any  other  person
claiming an interest in the Fund for  actions  taken in
accordance  with such
directions of the Primary Sponsor.

                                  SECTION 4.
                             POWERS OF THE TRUSTEE

      In the  administration  of the  Trust,  in  addition
to any  powers  or
authority of the Trustee  under this Trust or which the
Trustee may have under
applicable  law, the Trustee is authorized  and empowered to
do the following,
without advertisement,  without order of court and without
having to post bond
or make any returns or report of its doings to any court:

      (a)   To  purchase  or  subscribe   for  any
securities   or  property
including, without limitation,  securities of a Plan Sponsor
and real property
leased to or used by a Plan Sponsor;

      (b)   To sell, exchange,  convey,  transfer, or
otherwise dispose of any
securities or property held by it, by private  contract or
at public  auction,
with or without  advertising,  and no person dealing with
the Trustee shall be
bound to see to the  application  of the purchase money or
to inquire into the
validity, expediency or propriety of any disposition;

      (c)    Except as provided in Section 13(d)  hereof,
to vote any stocks,
bonds or other securities,  including  securities of the
Plan Sponsor; to give
general or  special  proxies or powers of  attorney  with or
without  power of
substitution;  to exercise any conversion  privileges,
subscription rights or
other  options,  and to make  any  payments  incidental
thereto;  to  oppose,
consent to, or otherwise  participate  in corporate
reorganizations  or other
changes affecting corporate securities, to
delegate  discretionary  powers,  and to pay any
assessments  or  charges  in
connection therewith;  and generally to exercise any of the
powers of an owner
with respect to securities or other property held as part of
the Fund;

      (d)   To  register  any  investment  in its own name
or in the name of a
nominee,  and-to hold any investment in bearer form or
through or by a central
clearing  corporation  maintained  by  institutions  active
in  the  national
securities  markets,  but the records of the  Trustee  shall
at all times show
that all the investments are part of the Trust;

      (e)   To  employ  and  act   through   suitable
agents,   accountants,
appraisers,  actuaries and attorneys  (who may be counsel
for the Trustee) and
to pay their  reasonable  expenses and  compensation,  to
consult with counsel
(who,  without  limitation,  may be  counsel  to  the
Trustee).and  shall  be
protected  to the extent the law  permits in acting upon the
advice of counsel
in regard to legal questions,  and the Trustee shall
periodically  review the
performance of the persons to whom these duties have been
delegated,  but the
Trustee  shall not be liable for relying upon the advice and
expertise of any
such person to the extent permitted by law,  provided the
Trustee's  decisions
in selecting and retaining such person were prudently made;

      (f)   To borrow or raise  moneys  for the  purposes
of the Trust in the
amounts,  and upon the terms and conditions,  as the Trustee
in its discretion
may deem advisable;  and for any sums borrowed to issue its
promissory note as
Trustee,  and to secure the  repayment  thereof by pledging
all or any part of
the Trust;  and no person  lending  money to the Trustee
shall be bound to see
to the  application  of the  money  lent  or to  inquire
into  the  validity,
expediency or propriety of any borrowing;

      (g)   To  make,  execute,  acknowledge  and  deliver
any  documents  of
transfer and  conveyance and any other  instruments or
agreements  that may be
necessary  or  appropriate  to carry out the powers of the
Trustee  under the
Trust or incidental thereto;

      (h)   To settle,  compromise or submit to arbitration
any claims,  debts
or damages due or owing to or from the Trust,  to commence
or defend any suits
or legal or administrative  proceedings  arising,  necessary
or appropriate in
connection with the Trust,  the  administration  and
operation  thereof or the
powers or  authority  of the Trustee  under the Trust,  and
to  represent  the
Trust in all suits and legal and administrative proceedings;

      (i)   To keep  portions  of the  Trust in cash or cash
balances  as the
Trustee may deem to be in the best interest of the Trust;

      (j)   To  register  any  investment  in its own name
or in the name of a
nominee,  and to hold any investment in bearer form or
through or by a central
clearing  corporation  maintained  by  institutions  active
in  the  national
securities  markets,  but the records of the  Trustee  shall
at all times show
that all the investments are part of the Trust; and

      (k)   Generally,  to  do  all  acts  and  to  execute
and  deliver  all
instruments  as in the  judgment of the Trustee may be
necessary or desirable
to carry out any powers or authority of the
Trustee.

                                  SECTION 5.
                               INVESTMENT FUNDS

      (a)   The  assets  of  the  Fund  shall  be  invested
in  mutual  funds
selected,  from time to time,  by the  Primary  Sponsor  and
communicated  in
writing to the Trustee and in a fund investing  primarily in
securities of the
Primary  Sponsor  as  directed  by the  Primary  Sponsor
(each  of  which  is
sometimes  hereinafter  referred to as an "Investment
Fund"), which Investment
Funds shall have varying investment  objectives,  as the
Primary Sponsor shall
determine and  communicate in writing to the Trustee.  The
Primary  Sponsor by
written  direction  to the  Trustee  may  eliminate  the
availability  of any
Investment  Fund;  provided  that  on  and  after  a  Change
of  Control,  no
Investment  Fund in place  immediately  prior to the Change
of Control  may be
eliminated  although the Primary Sponsor may designate
additional  Investment
Funds.

      (b)   Contributions  shall be paid to the  Trustee
within a  reasonable
period of time after the date that salary  deferrals  under
the Plan otherwise
would  have been paid to  participants  in an  amount  equal
to said  deferral
amounts and any corresponding  matching  contributions under
the Plan shall be
paid to the Trustee at the same time.

      (c)   The Trustee shall be responsible for assets
actually  received by
it as Trustee  and shall have no duty or  authority  to
compute  amounts to be
contributed  or to  review  the  computation  of  amounts
to  be  contributed
pursuant to this Section.

                                  SECTION 6.
                             DUTIES OF THE TRUSTEE

      (a)   Except  for  records   dealing  solely  with
the  Trust  and  its
investments and disbursements,  which shall be maintained by
the Trustee,  the
Primary  Sponsor  shall  maintain all records  contemplated
by the Plan.  The
Trustee  shall  have  no  responsibility  to  determine
whether  the  Fund is
sufficient  to meet  liabilities  under the Plan,  and shall
not be liable for
payments or Plan liabilities in excess of the assets held in
the Fund.

      (b)   The  Primary  Sponsor  shall  furnish  to the
Trustee,  in a form
reasonably  acceptable  to the  Trustee,  all  the
information  necessary  to
determine the benefits  payable to or with respect to each
participant in the
Plan,  including  any  benefits  payable  after  a
participant's  death.  The
Primary Sponsor shall from time to time, and at least
annually,  and promptly
upon the request of the Trustee  furnish  updated
information to the Trustee.
In the event the  Primary  Sponsor  refuses or neglects to
provide any updated
information  as  contemplated  herein,  the  Trustee  shall
rely upon the most
recent information furnished to it by the Primary Sponsor;
provided,  however,
that on or after a Change of Control,  where the Trustee
does not have updated
information  or in the event the  Trustee  is aware of a
dispute  between  the
Primary  Sponsor and any participant or beneficiary as to
the amount or timing
of benefits payable to the participant or beneficiary,  the
Trustee shall rely
upon a direction  from the  Designated  Accounting  Firm (as
defined below) to
resolve the dispute.  For  purposes of this  Agreement,  the
term  "Designated
Accounting Firm" shall mean Ernst & Young
LLP or any other accounting firm  subsequently  communicated
in writing to the
Trustee;  provided,  however, that no subsequent
designation of an accounting
firm shall be given effect by the Trustee if the designation
occurs after the
effective date of a Change of Control.  The Trustee has no
responsibility  to
verify  information  provided to it by the Primary  Sponsor
or the  Designated
Accounting Firm.

      (c)   When,  in  the  opinion  of  the  Primary
Sponsor  or  Designated
Accounting Firm, as applicable,  a participant's  benefits
under the Plan have
become  payable,  the Trustee shall be notified by the
Primary  Sponsor or the
Designated  Accounting  Firm,  as  applicable.  Such notice
shall  include the
amount  of such  benefits,  the  terms of  payment,  the
amount  of any taxes
required to be withheld  from such  amount,  and the name,
address and social
security  number of the  recipient.  Upon the receipt of a
notification,  the
Trustee shall commence  distributions from the Fund in
accordance therewith to
the person or persons so  indicated  and shall  forward a
check to the Primary
Sponsor in the amount of the applicable withholdings.

      (d)   The  Primary  Sponsor  shall  have  full
responsibility  for  the
payment of all taxes of any nature levied,  assessed or
imposed upon the Fund,
including  the  payment of all  withholding  taxes to the
appropriate  taxing
authority and shall provide the Trustee with such
information as necessary to
allow it to furnish each  participant or beneficiary  with
the appropriate tax
information form evidencing such payment and the amount
thereof.

      (e)   Prior  to  a  Change  of  Control,   the
Trustee  shall  have  no
responsibility  for  determining  whether any  participant
or beneficiary  has
died or whether a  participant's  rights under the terms of
the Plan have been
forfeited  and  shall be  entitled  to rely  upon
information  and  direction
received  from the  Primary  Sponsor;  provided,  that on or
after a Change of
Control,  in the event of a dispute or lack of information,
the Trustee shall
rely on directions received from the Designated  Accounting
Firm in accordance
with Subsection (b) hereof.

      (f)   Nothing  provided  in  this  Trust  Agreement
shall  relieve  the
Primary  Sponsor or any Plan  Sponsor of its  liabilities
to pay the benefits
provided  under the Plan  except to the  extent  such
liabilities  are met by
application of Fund assets.

      (g)   Arbitration  is final and  binding  on the
parties.  The  parties
waive  their  right to seek  remedies  in court,  including
the right to jury
trial.  In  that  regard,   the  parties   acknowledge   the
following:   (i)
pre-arbitration  discovery is generally  more limited than
and different  from
court  proceedings;  (ii) the  arbitrators'  award is not
required to include
factual  findings or legal  reasoning  and any party's right
to appeal or seek
modification of rulings by the arbitrators is strictly
limited;  and (iii) the
panel of  arbitrators  will typically  include a minority of
arbitrators  who
were or are affiliated with the securities industry.

      The  Primary  Sponsor  agrees  that all  controversies
which  may arise
between  it and  the  Trustee  (or  any of its  affiliates)
with  respect  to
obligations arising under the Trust Agreement,  including,
but not limited to,
those involving any transactions, or the construction,
performance, or breach
of this Agreement  shall be determined by arbitration.  Any
arbitration  under
this  Agreement  shall be conducted  only before the New
York Stock  Exchange,
Inc., the American Stock Exchange,
Inc.,  or  arbitration  facility  provided by any other
exchange of which any
affiliate of the Trustee is a member,  the National
Association of Securities
Dealers,  Inc, or the Municipal Securities Rulemaking Board,
and in accordance
with the  arbitration  rules then in force.  The Primary
Sponsor may elect in
the first instance whether  arbitration shall be conducted
before the New York
Stock  Exchange,  Inc., the American Stock Exchange,  Inc.,
other exchange of
which any affiliate of the Trustee is a member,  the
National  Association  of
Securities Dealers,  Inc. or the Municipal Securities
Rulemaking Board, but if
the Primary  Sponsor  fails to make such  election,  by
registered  letter or
telegram  addressed to Merrill Lynch Trust  Companies,
Employee Benefit Trust
Operations,  P.O. Box 30532, New Brunswick, New Jersey 08989-
0532,  before the
expiration  of five days after  receipt of a written
request from the Trustee
to make such  election,  then the  Trustee  may make such
election.  Judgment
upon the award of arbitrators  may be entered in any court,
state or federal,
having  jurisdiction.  No person  shall  bring a putative or
certified  class
action  to  arbitration,  nor  seek to  enforce  any  pre-
dispute  arbitration
agreement  against  any person  who has  initiated  in court
a putative  class
action,  who is a member  of the  putative  class who has
not opted out of the
class with  respect to any claims  encompassed  by the
putative  class action
until: (i) the class  certification is denied;  (ii) the
class is decertified;
or  (iii)  the  customer  is  excluded  from  the  class  by
the  court.  Such
forebearance  to enforce an  agreement  to  arbitrate  shall
not  constitute a
waiver of any rights under this Agreement except to the
extent stated herein.

                                  SECTION 7.
                          DISTRIBUTIONS FROM THE FUND

      (a)   Consistent  with the  provisions of Section 9
hereof,  the Trustee
is  authorized  to pay from  the  Fund  reasonable  expenses
of the  Trustee,
including  fees  of  accountants  and  legal  counsel  to
the  Trust,  and the
Trustee's compensation.

      (b)   The Trustee shall make any distribution
required pursuant to this
Trust  Agreement  by mailing  its check or other  evidence
of  payment  (less
applicable  withholdings)  to the person to whom such
distribution or payment
is to be made at such  address as was last  furnished  to
the  Trustee  or, if
agreeable to the Trustee and the Primary Sponsor and the
affected  participant
and so directed in a written  notice to the Trustee by the
Primary  Sponsor or
affected  participants,  by  crediting  the  account  of
such  person  or  by
transferring  funds to such  person's  account by bank or
wire  transfer.  The
Trustee  shall not be  required to make any  investigation
to  determine  the
whereabouts  or  mailing  address  of any  person.  If the
person to receive a
distribution  can not be found, the Trustee shall hold
payment or deposit same
in a bank  (including  the Trustee,  if a financial
institution is serving as
such) for the credit of that person  without  liability for
interest  thereon.
If a check or other  evidence  of payment of the  benefit
hereunder  has been
mailed  to the  last  address  of the  person  furnished
the  Trustee  and is
returned  unclaimed,  the Trustee  shall notify the Primary
Sponsor and shall
discontinue further payments to the payee until it receives
instructions from
the Primary Sponsor.

      (c)   The Trustee  shall not be bound by any
instruction,  direction or
notice  unless and until it has been  received  in writing
by the  Trustee and
may rely upon any  instruction,  direction  or notice of a
continuing  nature
until  the  Trustee  receives  a  writing  which  revokes
that   instruction,
direction or notice.  The Trustee may without liability
assume that any such
      instruction,  direction  or  notice  is  genuine
unless  it has  actual
knowledge  or,  after  receiving  notification  of a
problem,  has  reasonably
determined that the instruction, direction or notice is not
genuine.

      (d)   The Trustee shall not be  responsible  for the
application of any
assets  held as part of the Fund which have been
distributed  pursuant to the
Plan and the Trust Agreement.

                                  SECTION 8.
                              CLAIMS OF CREDITORS

      (a)   The Fund  assets  shall be treated  as general
assets of the Plan
Sponsor and shall  remain  subject to claims of the general
creditors  of the
Plan Sponsor  under  applicable  state and federal  law.
Nothing in the Trust
Agreement  shall affect the rights of any  participant as
general  creditor of
the Plan  Sponsor.  No  participant  shall  have a
preferred  claim on or any
beneficial  ownership  in the Fund prior to the time for
distribution  to the
participant  under the terms of a Plan or the terms of this
Trust  Agreement.
In the  event  that  the  Plan  Sponsor  becomes  insolvent
as  described  in
Subsection (c) below,  each participant  shall be deemed to
waive any priority
the  participant  may have under law as an employee  with
respect to any claim
against  the Plan  Sponsor  and the Trust  beyond the
rights the  participant
would have as a general creditor of the Plan Sponsor.

      (b)   Except as otherwise  provided by Subsection (c)
below,  no benefit
which shall be payable  under the Trust to any person  shall
be subject in any
manner  to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge,
encumbrance  or  charge,  and  any  attempt  to  anticipate,
alienate,  sell,
transfer,  assign, pledge,  encumber,  charge or otherwise
dispose of the same
shall be void.  No  benefit  shall in any  manner  be
subject  to the  debts,
contracts,  liabilities,  engagements or torts of any
person,  nor shall it be
subject to attachment  or legal  process for or against any
person,  except to
the extent  provided by Subsection C below and as may
otherwise be required by
law.

      (c)   The board of directors of a Plan Sponsor shall
immediately  notify
the Trustee in writing of the insolvency of the Plan
Sponsor.  For purposes of
this  Subsection  (c), the term  "insolvency"  shall mean
the inability of the
Plan  Sponsor to pay its debts as they  become due in the
usual  course of its
business  or that the  liabilities  of the Plan  Sponsor
are in excess of its
assets or the Plan Sponsor  becomes  subject to a proceeding
as a debtor under
the United States  Bankruptcy  Code. Upon receipt of the
written  notice,  the
Trustee  shall  suspend  all  further   payments  to
participants  or  their
beneficiaries  and shall hold the  assets of the Trust for
the  benefit of the
creditors of the Plan  Sponsor in the manner  directed by a
court of competent
jurisdiction.  If the Trustee  should  receive any written
allegation  of the
insolvency  of the  Plan  Sponsor,  the  Trustee  shall
suspend  payments  to
participants  and  hold  the  assets  of the  Trust  for
the  benefit  of the
creditors of the Plan  Sponsor  and,  within a period of
sixty (60) days after
the receipt of the written  allegation,  determine whether
the Plan Sponsor is
insolvent.  If the Trustee  determines  that the Plan
Sponsor is solvent,  it
shall   immediately   resume   payments   to   the
participants   or   their
beneficiaries.  In the event  that the  Trustee  has actual
knowledge  of the
insolvency  of the Plan  Sponsor,  the  Trustee  shall  hold
the assets of the
Trust for the  benefit  of the  creditors  of the Plan
Sponsor  in the manner
directed  by a court of  competent  jurisdiction.  Unless
the  Trustee (i) has
been  notified in writing by the board of  directors  of a
Plan Sponsor of the
insolvency of a Plan Sponsor, (ii) has
received any written  allegation of the  insolvency of a
Plan Sponsor or (iii)
has actual  knowledge of the  insolvency of a Plan Sponsor,
the Trustee shall
have no duty to inquire whether a Plan Sponsor is insolvent.

                                  SECTION 9.
                               FEES AND EXPENSES

      The  compensation  and  expenses of the  Trustee
shall be paid from the
assets of the Fund.  Expenses of the  Trustee  shall
include  the  reasonable
expenses and  compensation of third parties  employed by the
Trustee  pursuant
to  Section  4(f)  hereof.  However,  the  expenses  and
compensation  of the
Designated Accounting Firm shall not be payable from the
Fund.

                                  SECTION 10.
                                   ACCOUNTS

      (a)   The  Trustee  shall  keep such  records as the
Trustee  considers
necessary  for the  management of the Trust.  The Trustee's
books and records
of the Fund shall be open to inspection by the Primary
Sponsor and Designated
Accounting Firm during regular business hours of the
Trustee.

      (b)   The  Plan  Sponsors  shall  maintain  or  cause
to be  maintained
accounting  records for the Plan sufficient to allow the
determination of the
portion  of the  Fund  which  is  allocable  to  each  of
the  Plan  Sponsors.
Irrespective  of the  commingling  of assets of the Plan for
investment in the
Fund,  no  portion  of the  Fund  which  is  allocable  to
any one of the Plan
Sponsors   shall  be  used  to  pay  benefits  or  discharge
liabilities  or
obligations  specifically  allocable  or  attributable,
respectively,  to any
other Plan or any other Plan Sponsor.

      (c)   Within  ninety  (90) days after the close of
each  calendar  year,
the date of the removal or resignation of the Trustee,  or
the  termination of
the Trust,  the Trustee shall render to the Primary  Sponsor
a written account
and report of its  management  of the Fund  covering  the
period (or  relevant
portion  thereof if the written  account and report  becomes
due on account of
the removal or  resignation  of the Trustee)  since the
previous  such written
account and  report.  The written  approval of that
accounting  and report by
the  Primary  Sponsor  or the  failure  of the  Primary
Sponsor to notify the
Trustee of its  disapproval  of such  accounting  within ten
(10) months after
the end of the relevant  period shall be final and binding
as to the Trustee's
administration  of the Trust for the period upon the
Primary  Sponsor and all
persons who have or may  thereafter  have an interest in the
Fund. The Trustee
may satisfy its  obligation  under this  Subsection  (c) by
rendering  to the
Primary Sponsor monthly statements  setting forth the
information  required by
this Subsection separately for the month covered by the
statement.


                                  SECTION 11.
                      RESIGNATION, REMOVAL AND SUCCESSION

      (a)   The Trustee  may resign at any time upon  giving
sixty (60) days'
prior written notice to the Primary Sponsor.

      (b)   The  Trustee  may be  removed by the  Primary
Sponsor at any time
upon giving sixty (60) days' prior  written  notice to the
Trustee;  provided,
however,  that in the event of a Change of Control, the
Trustee may thereafter
be removed  only  after  securing  the  written  consent of
a majority  of the
participants  of  the  Plan  and  the  designated
beneficiaries  of  deceased
participants.

      (c)   Upon the removal or  resignation  of the
Trustee,  any  successor
appointed  shall have the same powers and duties as those
conferred  upon the
Trustee under this Trust.  Prior to a Change of Control,
the  appointment  of
any  successor  Trustee  shall  be in  the  sole  discretion
of  the  Primary
Sponsor.  On or after a Change of Control,  any  successor
Trustee shall be a
bank or trust company having assets under management
(including  assets under
management by  affiliates)  of not less than
$1,000,000,000.  Upon receipt by
the  Trustee  of a written  acceptance  of the  appointment
by the  successor
Trustee,  the  Trustee  shall  transfer  to the  successor
Trustee the assets
constituting the Trust;  provided,  however, the Trustee
shall not be required
to pay  over  assets  to a  successor  Trustee  unless  the
Trustee  shall be
discharged  from all liability for any taxes which may be
due and owing by the
Trust,  or  unless  the  successor  Trustee,  who  must be
acceptable  to the
Trustee,  indemnifies  the  Trustee  and the  Trustee  in
its sole  discretion
agrees to accept  indemnification.  In the event that within
ninety (90) days
after the removal or  resignation  of the Trustee  the
Primary  Sponsor  shall
have  failed to  appoint a  successor  Trustee or the
Trustee  shall not have
received a written acceptance from a successor  Trustee,
then the Trustee may
file an appropriate  action in a court of competent
jurisdiction and transfer
to the custody of the court the assets  then held by the
Trustee  constituting
the Trust.  Upon transfer to a successor  Trustee or to the
court, as the case
may be, the Trustee  shall be relieved  of all  further
responsibilities  and
liabilities  in  connection  with  the  Trust.   The
Trustee  is  authorized,
however,  to reserve therefrom any assets as it may deem
advisable for payment
of its fees and expenses in connection  with the  settlement
of its account or
otherwise,  and any balance of the reserve  remaining after
the payment of the
Trustee's fees and expenses shall be paid over to the
successor  Trustee or to
the court.

                                  SECTION 12.
                           AMENDMENT AND TERMINATION

      (a)   Prior to a Change of Control,  the Trust
Agreement may be amended
any time and to any extent by a written  instrument
executed  by the  Primary
Sponsor,  provided,  however, that no such amendment shall
be effective to the
extent that it purports to make the Trust  revocable.  On or
after a Change of
Control,  this Trust  Agreement may be amended any time and
to any extent by a
written  instrument  executed by the Primary Sponsor,
provided,  however,  no
such  amendment  shall  diminish the  authority of the
Designated  Accounting
Firm,  diminish the  obligation of the Trustee to follow the
directions of the
Designated  Accounting  Firm or provide for the  elimination
of any Investment
Fund.  In  addition,  whether  before  or after a Change of
Control,  no such
amendment shall have the effect of reducing  benefits
accrued by participants
under the Plan,  delaying the times at which  distributions
are made from the
Fund to  participants  and their  beneficiaries  or allowing
a Plan Sponsor or
any other person to receive  distributions  of the assets of
the Fund not then
permitted under the terms of the Trust  Agreement.  No
amendment that purports
to  increase  the  duties  or  responsibilities  of the
Trustee  or to  alter
materially  the manner in which the  Trustee is to
discharge  any  continuing
duties or  responsibilities  shall be given effect  without
the consent of the
Trustee and no other  amendment  shall be given effect
without first providing
notice of same to the Trustee.  The Trustee and Primary
Sponsor may amend the
Trust  Agreement in any manner not  otherwise  specifically
precluded by this
Subsection,  including  any  amendment  regarding  the
removal of an existing
Trustee or the appointment of a successor Trustee.

      (b)   Notwithstanding  any other  provisions  of the
Trust  Agreement to
the  contrary,  the  Trust  shall  terminate  and all  Fund
assets  shall  be
distributed  (i) on the complete  distribution  of the Fund
in accordance with
the terms and  provisions  of the Plan;  (ii) upon the
delivery to the Trustee
of a  writing  terminating  the  Trust  signed  by the
Primary  Sponsor,  all
participants  of  the  Plan  and  the  designated
beneficiaries  of  deceased
participants;  or (iii) in the  event the  Internal  Revenue
Service  makes a
final  determination  that  the  assets  of the Fund
constitute  compensation
currently  taxable  as income to  participants.  Any assets
remaining  in the
Fund after  satisfaction  of all liabilities and expenses of
the Plan shall be
returned to the Plan Sponsors.

                                  SECTION 13.
                                 MISCELLANEOUS

      (a)   The Trustee shall under no  circumstances be
required to recognize
any conveyance,  transfer, assignment,  mortgage, pledge or
encumbrance by any
participant  or any person  entitled to receive  benefits
under the Plan, any
part of it,  or any  interest  in it, or to pay any money or
thing of value to
any  creditor  or  assignee  of  any  participant  or
person  for  any  cause
whatsoever;  provided,  however,  this  Subsection  (a)
does not  affect  the
provisions of Section 8 of the Trust Agreement.

      (b)   The Primary  Sponsor  hereby agrees to indemnify
and hold harmless
the  Trustee   from  and  against  any  and  all  losses,
claims,   damages,
liabilities,  costs and expenses,  including but not limited
to, liability for
any  judgments  or  settlements  consented  to in writing by
the  Trustee,  as
applicable,  which consents will not be unreasonably
withheld, and reasonable
attorneys' fees arising
out  of or in  connection  with  or as a  direct  or
indirect  result  of its
serving,  respectively,  as the  trustee  (including  but
not  limited  to the
Trustee's  acts or  omissions  with  respect to (i) the
voting of any share of
stock  held  as  part  of  the  assets  of the  Trust;  (ii)
establishing  or
maintaining  investment funds or effecting  investments
therein in accordance
with the terms and  provisions of the Trust;  or (iii) the
determinations  by
the  Trustee  of  insolvency  or of a Change  of  Control
(including  acts or
omissions in accordance  with the terms and provisions of
the Trust  following
any determination of insolvency or a Change of Control);
except those losses,
claims,  damages,  liabilities,  costs and expenses, if any,
arising out of or
in connection  with or as a direct or indirect  result of
the Trustee's  gross
negligence  or willful  misconduct.  The  Trustee  shall
promptly  notify the
Primary  Sponsor  of any  claim,  action or  proceeding  for
which it may seek
indemnity.  This indemnity is a continuing  obligation and
shall be binding on
the Primary  Sponsor and its successors,  whether by merger
or otherwise,  and
assigns.  In  addition,  this  indemnity  shall  survive
the  resignation  or
removal of the Trustee,  the  liquidation  of the Trust,  or
both events.  For
purposes of this  Subsection  (b),  all  references  to the
Trustee  shall be
deemed  to  include a  reference  to all  affiliates  of the
Trustee  and any
officer, director or employee of the Trustee or any of its
affiliates.

      (c)   As used in this Trust  Agreement,  the term
"Change  of  Control"
means any event that pursuant to the  requirements of
Article X of the Primary
Sponsor's  Certificate  of  Incorporation,  as  amended
from  time  to  time,
requires the  affirmative  vote of the holders of not less
than eighty percent
(80%) of the Voting Stock (as defined  therein);  provided,
however,  that no
event  shall  constitute  a Change  of  Control  if
approved  by the Board of
Directors of the Primary  Sponsor a majority of whom are
"present  directors"
and  "new  directors."  For  purposes  of  the  preceding
sentence,  "present
directors"  shall mean  individuals who as of the date of
this Trust Agreement
were  members  of the  Board of  Directors  of the  Primary
Sponsor  and "new
directors"  shall mean any director  whose  election by the
Board of Directors
of the  Primary  Sponsor (in the event of  vacancy)  or
whose  nomination  for
election by the Primary  Sponsor's  stockholders  was
approved by a vote of at
least  three-fourths  of the  directors  then still in
office who are  present
directors and new directors;  provided that any director
elected to the Board
of Directors of the Primary  Sponsor  solely to settle a
threatened  or actual
proxy contest  shall in no event be deemed to be a new
director.  The board of
directors of the Primary Sponsor shall  immediately  notify
the Trustee of the
occurrence of a Change of Control.  Upon receipt of such
written  notice or in
the event the  Trustee  has  actual  knowledge  that a
Change of  Control  has
occurred,  the Trustee shall take no action nor  facilitate
the taking of any
action  contemplated  by the Trust  Agreement as being taken
prior to a Change
of  Control  if (i)  an  alternative  procedure  for  taking
such  action  is
prescribed  on or after a Change of  Control,  or (ii) any
action of the type
described  is  expressly  limited to the period  prior to a
Change of Control.
If the Trustee  should  receive any  written  allegation  to
the effect that a
Change  of  Control  has  occurred,  the  Trustee  shall
take no  action  nor
facilitate the taking of any action  described:  in the
immediately  preceding
sentence until making an independent  determination  as to
whether a Change of
Control has  occurred.  The  Trustee  shall make this
determination  within a
period  of thirty  (30) days  after the  receipt  of the
written  allegation.
Following the determination,  the Trustee shall discharge
its duties under the
Trust Agreement in a manner consistent with that
determination.

      (d)   The authority and responsibility  with regard to
the voting of and
control  over any  securities  of a Plan  Sponsor  held in
the Trust  shall be
exercised by the Trustee pursuant to
directions in writing  provided by the Primary Sponsor or
Investment  Manager.
All other decisions affecting such securities,  including,
without limitation,
decisions  to  oppose  or  consent  to tender  or  exchange
offers,  shall be
similarly  directed  by the Primary  Sponsor or the
Investment  Manager.  The
Trustee shall take such steps as may be necessary or
appropriate to carry out
the directions of the Primary  Sponsor or Investment
Manager,  as applicable,
given pursuant to this Subsection.

      (e)   Whenever the context requires,  words of the
masculine gender used
herein shall  include the  feminine and the neuter,  and the
words used in the
singular shall include the plural.

      (f)   Each  provision of the Trust  Agreement  is
severable  and if any
provision  is found to be void as  against  public  policy
it shall not affect
the validity of any other provision hereof.

      (g)   The Trust  Agreement  shall be  binding  upon
the  successors  and
assigns of each Plan Sponsor and the Trustee.

      (h)   The  provisions  of the Trust shall be construed
according to the
laws of the State of Florida and, to the extent  applicable,
according to the
laws of the United States.



                 [REMAINDER OF PAGE LEFT INTENTIONALLY
BLANK]


      IN WITNESS WHEREOF,  the parties have hereunto set
their hands and seals
the day and year first above written.


                                    PRIMARY SPONSOR:

                                    MORRISON HEALTH CARE,
INC.

                                    By:  /s/ John E.
Fountain
                                    ------------------------
-
                                    Title:V.P.,  Secretary
and General Counsel

ATTEST:

By:    /s/ Henry Page
      ---------------------
Title: Director of Finance

            [CORPORATE SEAL]


                                    TRUSTEE:

                                    MERRILL LYNCH COMPANY
(FLORIDA)

                                    By:  /s/ Melanie Madeira
                                       ---------------------
--------
                                    Title: New Account Trust
Officer

ATTEST:

By:   _____________________________

Title:_____________________________

            [SEAL]

E
Exhibit 10.29

                          FIRST AMENDMENT TO THE
           MORRISON HEALTH CARE, INC. 1996 STOCK INCENTIVE
PLAN

      THIS  FIRST  AMENDMENT  is made  this  26th  day of
June,  1996,  by
Morrison  Health Care,  Inc., a  corporation  duly
organized and existing
under  the  laws  of  the  State  of  Georgia   (hereinafter
called  the
"Company").

                           W I T N E S S E T H:

      WHEREAS,  the Company  maintains the Morrison Health
Care, Inc. 1996
Stock  Incentive Plan under an indenture  which was adopted
as of February
23, 1996 (the "Plan"); and

      WHEREAS,   the  Company   desires  to  amend  the
Plan  to  reflect
increases in the number of shares  authorized for issuance
thereunder and
to  increase  the limit on the number of shares that may be
the subject of
awards  granted to certain  executives  during any single
fiscal  year of
the Company; and

      WHEREAS,  the Board of  Directors  of the Company has
duly  approved
and authorized these amendments to the Plan;


      NOW, THEREFORE, the Company does hereby amend the Plan
as follows:


1.    By  deleting,  effective  March  26,  1996,  the first
sentence  of
Section 2.2 in its entirety and by substituting therefor the
following:

      "Subject  to  adjustment  in  accordance   with
Section  5.2,
      750,000  shares  of Stock  (the  `Maximum  Plan
Shares')  are
      hereby  reserved  exclusively  for issuance  pursuant
to Stock
      Incentives."

2.    By  deleting,  effective  June  26,  1996,  the  first
sentence  of
Section 2.2 in its entirety and by substituting therefor the
following:

      "Subject  to  adjustment  in  accordance   with
Section  5.2,
      850,000  shares  of Stock  (the  `Maximum  Plan
Shares')  are
      hereby  reserved  exclusively  for issuance  pursuant
to Stock
      Incentives."

3.    By deleting,  effective  March 26, 1996, the number
"100,000" where
it  appears  in the  last  sentence  of  Section  2.4 and by
substituting
therefor the number "300,000".

4.    Except as  specifically  amended  hereby,  the Plan
shall  remain in
full force and effect as prior to the adoption of this First
Amendment.

5.    Notwithstanding   the   foregoing,   the   adoption
of  this  First
Amendment  is subject to the approval of the  stockholders
of the Company
and in the event  that the  stockholders  of the  Company
fail to approve
such  adoption  within  twelve  months of March 26, 1996,
the adoption of
this First Amendment shall be null and void.

      IN WITNESS  WHEREOF,  the Company has caused this
First Amendment to
be executed on the day and year first above written.


                                    MORRISON HEALTH CARE,
INC.

                                    By:  /s/Glenn Davenport

                                    Title: President and
Chief Executive Officer


ATTEST:

By: /s/John E. Fountain

Title:  Secretary


      (CORPORATE SEAL)



EXHIBIT 10.30
            FIRST AMENDMENT TO THE MORRISON HEALTH CARE,
INC.
                 1996 NON-EXECUTIVE STOCK INCENTIVE PLAN

      THIS FIRST  AMENDMENT is made as of this 26th day of
June,  1996, by
Morrison Health Care, Inc., a Georgia corporation (the
"Company").

                           W I T N E S S E T H:

      WHEREAS,  the Company  maintains the Morrison Health
Care, Inc. 1996
Non-Executive  Stock  Incentive Plan under an indenture
which was adopted
as of February 23, 1996 (the "Plan"); and

      WHEREAS,   the  Company   desires  to  amend  the
Plan  to  reflect
increases in the number of shares authorized for issuance
thereunder; and

      WHEREAS,  the Board of  Directors  of the Company has
duly  approved
and authorized these amendments to the Plan;

      NOW,  THEREFORE,  the Company does hereby amend the
Plan,  effective
as of the date first set forth above,  by deleting  the
first  sentence of
Section 2.2 in its entirety and by substituting therefor the
following:

      "Subject  to  adjustment  in  accordance  with
Section  5.2  below,
      2,250,000  shares of Stock (the  `Maximum  Plan
Shares') are hereby
      reserved exclusively for issuance pursuant to Stock
Incentives."

      Except as  specifically  amended  hereby,  the Plan
shall  remain in
full force and effect as prior to the adoption of this First
Amendment.

      IN WITNESS  WHEREOF,  the Company has caused this
First Amendment to
be executed on the day and year first above written.

                                    MORRISON HEALTH CARE,
INC.

                                    By: /s/ Glenn Davenport
      [CORPORATE SEAL]
                                    Title:President and
Chief Executive Officer
ATTEST:

By:  /s/John E. Fountain

Title:  Secretary





EXHIBIT 10.31

                           SECOND AMENDMENT TO THE
             MORRISON HEALTH CARE, INC. 1996 STOCK INCENTIVE
PLAN


      THIS  SECOND  AMENDMENT  is made as of this 26th day
of June,  1997,  by
Morrison  Health Care,  Inc., a corporation  duly organized
and existing under
the laws of the State of Georgia (hereinafter called the
"Company").


                             W I T N E S S E T H:


      WHEREAS,  the Company  maintains  the Morrison  Health
Care,  Inc.  1996
Stock  Incentive Plan under an indenture  which was adopted
as of February 23,
1996 (the "Plan");

      WHEREAS,  the  Company  desires to amend the Plan to
reflect an increase
in the number of shares authorized for issuance thereunder;
and

      WHEREAS,  the Board of  Directors  of the Company has
duly  approved and
authorized this amendment to the Plan;


      NOW, THEREFORE,  the Company does hereby amend the
Plan, effective as of
the date first set forth above, as follows:


1.    By deleting  the first  sentence of Section 2.2 in its
entirety  and by
substituting therefor the following:

      "Subject to adjustment in accordance  with Section
5.2,  1,750,000
      shares of Stock (the `Maximum  Plan  Shares') are
hereby  reserved
      exclusively for issuance pursuant to Stock
Incentives."

2.    Except as  specifically  amended  hereby,  the Plan
shall remain in full
force and effect as prior to the adoption of this Second
Amendment.

3.    Notwithstanding the foregoing,  the adoption of this
Second Amendment is
subject to the  approval of the  stockholders  of the
Company and in the event
that the  stockholders  of the Company  fail to approve such
adoption  within
twelve  months  from the date  first set forth  above,  the
adoption  of this
Second Amendment shall be null and void.


      IN WITNESS  WHEREOF,  the Company has caused this
Second Amendment to be
executed on the day and year first above written.


                                    MORRISON HEALTH CARE,
INC.


                                    By: /s/ Glenn Davenport
                                    -----------------------
                                    Title:President and CEO


ATTEST:

By:  /s/John E. Fountain

Title:  Secretary



      (CORPORATE SEAL)








EXHIBIT 10.32

            SECOND AMENDMENT TO THE MORRISON HEALTH CARE,
INC.
                 1996 NON-EXECUTIVE STOCK INCENTIVE PLAN


      THIS  SECOND  AMENDMENT  is made as of this 26th day
of June,  1997,
by Morrison Health Care,  Inc., a corporation  duly
organized and existing
under  the  laws  of  the  State  of  Georgia   (hereinafter
called  the
"Company").


                           W I T N E S S E T H:


      WHEREAS,  the Company  maintains the Morrison Health
Care, Inc. 1996
Non-Executive  Stock  Incentive Plan under an indenture
which was adopted
as of February 23, 1996 (the "Plan");

      WHEREAS,  the  Company  desires  to  amend  the  Plan
to  reflect  a
decrease in the number of shares authorized for issuance
thereunder; and

      WHEREAS,  the Board of  Directors  of the Company has
duly  approved
and authorized this amendment to the Plan;


      NOW,  THEREFORE,  the Company does hereby amend the
Plan,  effective
as of the date first set forth above, as follows:


1.    By deleting  the first  sentence of Section 2.2 in its
entirety and
by substituting therefor the following:

      "Subject  to  adjustment  in  accordance   with
Section  5.2,
      1,350,000  shares of Stock (the  `Maximum  Plan
Shares')  are
      hereby  reserved  exclusively  for issuance  pursuant
to Stock
      Incentives."

2.    Except as  specifically  amended  hereby,  the Plan
shall  remain in
full force and effect as prior to the adoption of this
Second Amendment.



               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

      IN WITNESS  WHEREOF,  the Company  has caused this
Second  Amendment
to be executed on the day and year first above written.


                                    MORRISON HEALTH CARE,
INC.


                                    By: /s/ Glenn Davenport
                                    -----------------------
                                    Title:President and CEO


ATTEST:

By:  /s/John E. Fountain

Title:  Secretary



      (CORPORATE SEAL)




Exhibit 10.33

                            THIRD AMENDMENT TO THE
                          MORRISON HEALTH CARE, INC.
                             SALARY DEFERRAL PLAN


      THIS  THIRD  AMENDMENT  is made on this  9th day of
January,  1998,  by
MORRISON  HEALTH CARE,  INC., a corporation  duly organized
and existing under
the laws of the State of Georgia (the "Primary Sponsor").


                             W I T N E S S E T H:

      WHEREAS,  the Primary  Sponsor  established by
indenture  dated March 7,
1996, the Morrison Health Care, Inc. Salary Deferral Plan
(the "Plan"); and

      WHEREAS,  the Primary Sponsor requested a
determination  letter from the
Internal  Revenue  Service  as to the  qualified  status of
the Plan which has
resulted in some necessary changes to the Plan;

      NOW,  THEREFORE,  the  Primary  Sponsor  does  hereby
amend  the  Plan,
effective as of March 7, 1996, as follows:

1.    By substituting the following  language for the last
sentence of Section
      1.31 of the Plan:

            "Notwithstanding  the foregoing,  the Primary
Sponsor may elect to
      determine  each Highly  Compensated  Employee  using
the snapshot day of
      December 31, in a manner  consistent with Section 4 of
Revenue Procedure
      93-42;  provided that, for those Plan Years following
December 31, 1996,
      the Plan Sponsor shall follow the  procedures
published by the Internal
      Revenue Service pursuant to Notice 97-45, Section
III(1)."

2.    By substituting the following language for Section
3.4A of the Plan:

            "3.4A  Qualified  Contributions.  At the  sole
discretion  of the
      Primary  Sponsor,  each Plan Sponsor shall make
`Qualified  Nonelective
      Contributions'  and/or  `Qualified  Matching
Contributions,'  as  those
      terms are  defined in  Section 1 of  Appendix  A, in
an amount  together
      with any supplement  allocations under Plan Sections
4.2(b)(1) or (2) as
      determined  by  the  Primary  Sponsor  are  necessary
to  satisfy,   as
      applicable, the testing requirements of Code Section
401(m)(2)(A)."

3.    By deleting  Paragraph (1) of Section 4.1(b) of the
Plan in its entirety
      and redesignating  existing Paragraphs (2) and (3) as
new Paragraphs (1)
      and (2), respectively.


4.    By substituting the following language for Plan
Section 4.2(b)(3):

            "(3)  any remaining  excess,  to the
Supplemental  Account of each
      Member  who is  employed  by a Plan  Sponsor on the
last day of the Plan
      Year in the proportion  that the Member's Annual
Compensation  bears to
      the  Annual  Compensation  of  all  Members  entitled
to an  allocation
      pursuant to this Section 4.2(b)(3)."

5.    By substituting the following language for Section
4.4(b) of the Plan:

            "(b)  Any  shares of Company  Stock  which are
released  from the
      Loan  Suspense  Account  that  are  attributable  (1)
to  Plan  Sponsor
      contributions  under  Plan  Section  3.3  and
forfeitures;  (2) to cash
      dividends  paid  on  shares  of  Company  Stock
allocated  to the  Loan
      Suspense  Account that are used to make a payment on
an Acquisition Loan
      and (3) to proceeds  on the sale of shares of Company
Stock held in the
      Loan Suspense  Account that are used to make a payment
on an Acquisition
      Loan (to the extent such proceeds are to be treated as
annual  additions
      for  purposes of Appendix B in  accordance  with
Section  4.4(e)  below)
      shall be allocated to Company Matching  Accounts in
accordance with Plan
      Section  4.2(a).  Proceeds  on the sale of shares of
Company  Stock held
      in the Loan Suspense  Account may be used to repay an
Acquisition  Loan
      if  the   transaction,   based  on  all  the
surrounding   facts   and
      circumstances,   satisfies  the  requirements  of
Treasury  Regulations
      Section 54.4975-7(b)(3)."

6.    By adding a new final sentence to Section 5.1(c) as
follows:

      "Payments made with respect to an  Acquisition  Loan
must be made solely
      from ESOP assets."

7.    By substituting the following language for Section 8.4
of the Plan:

            "8.4  Payment of the  Member's  Accrued  Benefit
shall be made as
      soon  as   administratively   feasible   after  the
Member   terminates
      employment,  but in no event  later  than,  unless the
Member  otherwise
      elects,  the 60th day after the  latest of the close
of the Plan Year in
      which  the  Member   terminates  his  service  with
the  Plan  Sponsor;
      provided,  however,  if the Member's  Accrued  Benefit
exceeds $3,500 it
      will not be distributed before the Member's  'required
beginning date,'
      within  the  meaning  of Plan  Section  11.3(c),
without  the  Member's
      consent."

8.    By substituting the following language for Section 9.3
of the Plan:

            "9.3  Payment of the  Member's  Accrued  Benefit
shall be made as
      soon  as   administratively   feasible   after  the
Member   terminates
      employment,  but in no event  later  than,  unless the
Member  otherwise
      elects,  the 60th day after the  latest of the close
of the Plan Year in
      which  the  Member   terminates  his  service  with
the  Plan  Sponsor;
      provided,  however,  if the Member's  Accrued  Benefit
exceeds $3,500 it
      will not be distributed before the Member's  'required
beginning date,'
      within  the  meaning  of Plan  Section  11.3(c),
without  the  Member's
      consent."

9.    By substituting the following for Appendix A to the
Plan


                                    "APPENDIX A
                       SPECIAL NONDISCRIMINATION RULES


                                  SECTION 1

      As used in this Appendix, the following words shall
have the following
meanings:

            (a)   'Eligible  Member' means a Member who is
an Employee  during
      any particular Plan Year.

            (b)   'Highly  Compensated  Eligible  Member'
means any  Eligible
      Member who is a Highly Compensated Employee.

            (c)   'Matching  Contribution'  means any
contribution  made by a
      Plan Sponsor to a Company  Matching  Account and any
other  contribution
      made  to a plan  by a Plan  Sponsor  or an  Affiliate
on  behalf  of an
      Employee on account of a contribution  made by an
Employee or on account
      of an Elective Deferral.

            (d)   'Qualified    Matching    Contributions'
means   Matching
      Contributions which are immediately  nonforfeitable
when made, and which
      would  be  nonforfeitable,  regardless  of  the  age
or  service  of the
      Employee or whether the  Employee  is  employed on a
certain  date,  and
      which may not be  distributed,  except upon one of the
events  described
      under Code Section 401(k)(2)(B) and the regulations
thereunder.

            (e)   'Qualified  Nonelective  Contributions'
means contributions
      of the Plan Sponsor or an Affiliate,  other than
Matching  Contributions
      or Elective  Deferrals,  which are  nonforfeitable
when made, and which
      would  be  nonforfeitable  regardless  of  the  age
or  service  of the
      Employee or whether the  Employee  is  employed on a
certain  date,  and
      which may not be  distributed,  except upon one of the
events  described
      under Code Section 401(k)(2)(B) and the regulations
thereunder.


                                  SECTION 2

      In addition  to any other  limitations  set forth in
the Plan,  for each
Plan Year one of the following  tests must be satisfied for
the Profit Sharing
Plan:

            (a)   the actual  deferral  percentage for the
Highly  Compensated
      Eligible  Members  for the Plan Year  must not be more
than the  actual
      deferral  percentage  of all other  Eligible  Members
for the  preceding
      Plan Year multiplied by 1.25; or

            (b)   the excess of the actual deferral
percentage for the Highly
      Compensated  Eligible  Members  for the Plan Year over
that of all other
      Eligible  Members for the preceding  Plan Year must
not be more than two
      (2)  percentage  points,  and the  actual  deferral
percentage  for the
      Highly  Compensated  Eligible Members for the Plan
Year must not be more
      than the actual  deferral  percentage of all other
Eligible  Members for
      the preceding Plan Year multiplied by two (2).

      Notwithstanding  the foregoing,  the Plan
Administrator may utilize any
transition  rule  permitted  by Internal  Revenue  Service
97-2 or  otherwise
regarding  the use of  current  year  data  for  calculating
actual  deferral
percentages.

      The 'actual  deferral  percentage' for the Highly
Compensated  Eligible
Members and all other Eligible  Members for a Plan Year is
the average in each
group of the ratios,  calculated separately for each
Employee, of the Deferral
Amounts  contributed by the Plan Sponsor on behalf of an
Employee for the Plan
Year  to  the  Annual  Compensation  of the  Employee  in
the  Plan  Year.  In
addition,  for purposes of  calculating  the 'actual
deferral  percentage' as
described above,  Deferral Amounts of Employees who are not
Highly Compensated
Employees which are prohibited by Code Section  401(a)(30)
shall not be taken
into consideration.


                                  SECTION 3

      If the Deferral Amounts  contributed on behalf of any
Highly Compensated
Eligible  Member  exceeds  the amount  permitted  under the
'actual  deferral
percentage'  test described in Section 2 of this Appendix A
for any given Plan
Year,  then before the end of the Plan Year  following the
Plan Year for which
the Excess  Deferral  Amount  was  contributed,  (a) the
amount of the Excess
Deferral  Amount for the Plan Year,  as adjusted to reflect
income,  gain, or
loss  attributable  to it  through  the date the  Excess
Deferral  Amount  is
distributed  to the Member and  reduced by any excess
Elective  Deferrals  as
determined  pursuant to Plan Section 3.1 previously
distributed to the Member
for the  Member's  taxable  year ending  with or within the
Plan Year,  may be
distributed  to the Highly  Compensated  Eligible  Member or
(b) to the extent
provided in  regulations  issued by the  Secretary of the
Treasury,  the Plan
Administrator  may, in its  discretion,  allow each affected
Member to elect,
within two and  one-half  months  after the end of the Plan
Year for which the
Excess Deferral Amount was  contributed,  to treat the
Excess Deferral Amount,
unadjusted for earnings,  gains, and losses,  but as so
reduced,  as an amount
distributed to the Member and then  contributed  as an after-
tax  contribution
by the Member to the Plan  ('recharacterized  amounts').
The income allocable
to such Excess  Deferral  Amount shall be  determined  in a
similar  manner as
described in Plan Section  4.3(a).  The portion of the
Matching  Contributions
on which such Excess  Deferral  Amount was based shall be
forfeited  upon the
distribution  of such Excess  Deferral  Amount.  The Excess
Deferral Amount to
be  distributed  or  recharacterized  shall be  reduced  by
Deferral  Amounts
previously  distributed or recharacterized  for the taxable
year ending in the
same Plan  Year,  and shall also be reduced  by  Deferral
Amounts  previously
distributed  or  recharacterized  for the Plan Year
beginning in such taxable
year.  For all other  purposes  under the Plan  other  than
this  Appendix  A,
recharacterized  amounts shall continue to be treated as
Deferral Amounts.  In
the event the multiple use of limitations  contained in
Sections 2(b) and 5(b)
of this  Appendix,  pursuant  to Treasury  Regulations
Section  1.40(m)-2  as
promulgated   by  the  Secretary  of  the  Treasury,
requires  a  corrective
distribution,  such distribution shall be made pursuant to
this Section 3, and
not  Section 6 of Appendix A. The  portion of the  Matching
Contributions  on
which such  Excess  Deferral  Amount  was based  shall be
forfeited  upon the
distribution  or  recharacterization,  as the  case  may be,
of  such  Excess
Deferral Amount.

For purposes of this Section 3, 'Excess Deferral  Amount'
means,  with respect
to a Plan Year, the excess of:

            (a)   the aggregate  amount of Deferral  Amounts
contributed by a
      Plan Sponsor on behalf of Highly  Compensated
Eligible  Members for the
      Plan Year, over

            (b)   the  maximum  amount of  Deferral  Amounts
permitted  under
      Section  2 of  this  Appendix  A for  the  Plan  Year,
which  shall  be
      determined  by reducing the Deferral  Amounts
contributed  on behalf of
      Highly  Compensated  Eligible Members in order of the
amount of Deferral
      Amounts beginning with the greatest of such amounts.

Distribution  of the Excess  Deferral  Amounts for any Plan
Year shall be made
to the Highly  Compensated  Eligible  Members  on the basis
of the  respective
portions  of  the  Excess   Deferral   Amount   attributable
to  each  Highly
Compensated  Eligible  Member.  As to any Highly
Compensated  Employee who is
subject to the family  aggregation rules of Subsection (b)
of the Plan Section
containing  the  definition  of the term 'Highly
Compensated  Employee,'  any
distribution of such Highly  Compensated  Employee's
allocable portion of the
Excess  Deferral  Amount for a Plan Year shall be  allocated
among the family
members of such Highly Compensated  Employee who are
combined to determine the
actual  deferral  percentage in proportion to the Deferral
Amounts taken into
account under this Section 3.


                                  SECTION 4

      The Plan  Administrator  shall have the responsibility
of monitoring the
Plan's  compliance  with the limitations of this Appendix A
and shall have the
power  to  take  all  steps  it  deems  necessary  or
appropriate  to  ensure
compliance,  including,  without  limitation,  restricting
the  amount  which
Highly Compensated  Eligible Members can elect to have
contributed pursuant to
Plan  Section  3.1. Any actions  taken by the Plan
Administrator  pursuant to
this   Section  4  shall  be   pursuant   to   non-
discriminatory   procedures
consistently applied.



                                  SECTION 5

      In addition  to any other  limitations  set forth in
the Plan,  Matching
Contributions  under  the  Plan  and  the  amount  of
nondeductible  employee
contributions  under  the  Plan,  for each Plan  Year,  must
each  separately
satisfy one of the following tests:

            (a)   The  contribution  percentage  for  the
Highly  Compensated
      Eligible  Members  for  the  Plan  Year  must  not
exceed  125%  of the
      contribution   percentage  for  all  other  Eligible
Members  for  the
      preceding Plan Year; or

            (b)   The contribution  percentage for Highly
Compensated Eligible
      Members  for the Plan Year must not exceed the lesser
of (1) 200% of the
      contribution   percentage  for  all  other  Eligible
Members  for  the
      preceding Plan Year, and (2) the  contribution
percentage for all other
      Eligible  Members for the  preceding  Plan Year plus
two (2)  percentage
      points.

Notwithstanding  the  foregoing,   the  Plan  Administrator
may  utilize  any
transition  rule  permitted  by Internal  Revenue  Service
97-2 or  otherwise
regarding  the use of current year data for  calculating
actual  contribution
percentages.

Notwithstanding  the  foregoing,  for  purposes  of this
Section 5, the terms
Highly  Compensated  Eligible  Member or Eligible Member
shall not include any
Member  who is not  eligible  to  receive a  Matching
Contribution  under the
provisions  of the Plan,  other  than as a result  of the
Member  failing  to
contribute to the Plan or failing to have an Elective
Deferral  contributed to
the Plan on the  Member's  behalf.  In  applying  the  above
tests,  the Plan
Administrator  shall comply with any regulations
promulgated by the Secretary
of the Treasury  which  prevent or restrict  the use of the
test  contained in
Section  2(b) of this  Appendix A and the test  contained
in Section  5(b) of
this  Appendix  A.  The  'contribution   percentage'  for
Highly  Compensated
Eligible  Members and for all other Eligible  Members for a
Plan Year shall be
the average of the ratios,  calculated  separately for each
Member,  of (A) to
(B),  where  (A) is,  as the  case  may be,  either  the
amount  of  Matching
Contributions under the Plan (excluding Matching
Contributions which are used
to satisfy  the minimum  required  contributions  to the
Accounts of Eligible
Members who are not Key  Employees  pursuant to Section 1 of
Appendix C to the
Plan) or  nondeductible  employee  contributions  made
under the Plan for the
Eligible  Member for the Plan Year,  and where (B) is the
Annual  Compensation
of the  Eligible  Member  for the Plan Year.  Except to the
extent  limited by
Treasury  Regulation  Section   1.401(m)-1(b)(5)   and  any
other  applicable
regulations  promulgated by the Secretary of the Treasury,
a Plan Sponsor may
elect to treat Qualified  Nonelective  Contributions and/or
Qualified Matching
Contributions  as  Matching  Contributions  for  purpose  of
determining  the
'contribution percentage.'


                                  SECTION 6

      If either (a) the  Matching  Contributions  and,  if
taken into  account
under Section 5 of this Appendix A, the  Qualified
Nonelective  Contributions
and  Qualified  Matching  Contributions  made on behalf of
Highly  Compensated
Eligible Members or (b) nondeductible  employee
contributions  made by Highly
Compensated   Eligible   Employees  exceed  the  amount
permitted  under  the
`contribution  percentage  test' for any given  Plan  Year,
then,  before the
close of the Plan Year following the Plan Year for which the
excess  aggregate
contributions  were made,  the amount of the  excess
aggregate  contributions
attributable  to the Plan for the Plan Year under either
Section 6(a) or 6(b),
or both, as adjusted to reflect any income,  gain or loss
attributable to such
contributions  through  the  date  the  excess  aggregate
contributions  are
distributed,   shall   be   distributed.   The   income
allocable   to  such
contributions  shall be  determined  in a similar  manner as
described in Plan
Section  4.3.  As between the Plan and any other plan or
plans  maintained  by
the Plan Sponsor in which excess aggregate  contributions
for a Plan Year are
held,  each such plan  shall  distribute  a  pro-rata  share
of each  class of
contribution  based on the respective  amounts of a class of
contribution made
to each plan  during  the Plan  Year.  The  payment  of the
excess  aggregate
contributions  shall be made  without  regard  to any other
provision  in the
Plan.  In the event the  multiple  use of  limitations
contained  in Sections
2(b)  and 5(b) of this  Appendix,  pursuant  to  Treasury
Regulation  Section
1.401(m)-2  as  promulgated  by the  Secretary  of the
Treasury,  requires  a
corrective  distribution,  such distribution shall be made
pursuant to Section
3 of Appendix A, and not this Section 6.

      For purposes of this  Section 6, with respect to any
Plan Year,  'excess
aggregate contributions' means the excess of:

            (a)   the aggregate  amount of either (i)
Matching  Contributions,
      Qualified    Nonelective    Contributions    and
Qualified    Matching
      Contributions  or (ii)  nondeductible  employee
contributions  actually
      made by or on behalf  of Highly  Compensated  Eligible
Members  for the
      Plan Year, over

            (b)   the maximum amount of the contributions
permitted under the
      limitations  of Section 5 of this  Appendix  A,
determined  by reducing
      contributions  made on  behalf of Highly  Compensated
Eligible  Members
      beginning with the greatest of such amounts.

Distribution   of   nondeductible    employee
contributions   or   Matching
Contributions  in the amount of the  excess  aggregate
contributions  for any
Plan Year shall be made with  respect to Highly  Compensated
Employees on the
basis  of  the  respective   portions  of  each  class  of
excess   aggregate
contributions  attributable  to each Highly  Compensated
Employee.  As to any
Highly Compensated  Employee who is subject to the family
aggregation rules of
Subsection  (b) of the Plan  Section  containing  the
definition  of the term
'Highly  Compensated  Employee,' any  distribution of such
Highly  Compensated
Employee's allocable portion of the excess aggregate
contributions for a Plan
Year shall be allocated  among the family  members of such
Highly  Compensated
Employee  which are  combined to  determine  the
contribution  percentage  in
proportion to the contributions taken into account under
this Section 6.


                                  SECTION 7

      Except to the extent  limited by rules  promulgated
by the Secretary of
the Treasury,  if a Highly Compensated Eligible Member is a
participant in any
other  plan of the Plan  Sponsor  or any  Affiliate  which
includes  Matching
Contributions,  deferrals  under a cash or  deferred
arrangement  pursuant to
Code  Section   401(k),   or   nondeductible   employee
contributions,   any
contributions  made by or on behalf of the  Member to the
other  plan shall be
allocated with the same class of contributions  under the
Plan for purposes of
determining the 'actual  deferral  percentage' and
'contribution  percentage'
under  the  Plan;  provided,  however,  contributions  that
are made  under an
'employee   stock   ownership  plan'  (within  the  meaning
of  Code  Section
4975(e)(7)) shall not be combined with  contributions  under
any plan which is
not an employee  stock  ownership  plan  (within  the
meaning of Code  Section
4975(e)(7)).

      Except to the extent  limited by rules  promulgated
by the Secretary of
the  Treasury,  if the  Plan  and  any  other  plans  which
include  Matching
Contributions,  deferrals  under a cash or  deferred
arrangement  pursuant to
Code Section 401(k),  or nondeductible  employee
contributions are considered
as one  plan  for  purposes  of Code  Section  401(a)(4)
and  410(b)(1),  any
contributions  under the other plans shall be allocated with
the same class of
contributions  under the Plan for purposes of  determining
the  'contribution
percentage'  and  'actual  deferral  percentage'  under  the
Plan;  provided,
however,  contributions that are made under an 'employee
stock ownership plan'
(within the meaning of Code  Section  4975(e)(7))  shall not
be combined  with
contributions  under any plan which is not an employee
stock  ownership  plan
(within the meaning of Code Section 4975(e)(7))."

1.    By adding the  following  language to the end of
Section 4 of Appendix B
      of the Plan:

      "For purposes of applying the  limitations set forth
in this Appendix B,
      the  term  `Plan  Sponsor'  shall  mean a Plan
Sponsor  and  any  other
      corporations   which  are  members  of  the  same
controlled  group  of
      corporations  (as  described in Section  414(b) of the
Code, as modified
      by Code  Section  415(b))  as is a Plan  Sponsor,  any
other  trades or
      businesses  (whether  or not  incorporated)  under
common  control  (as
      described in Code  Section  414(c),  as modified by
Code Section  415(h)
      with a Plan  Sponsor,  any other  corporations,
partnerships,  or other
      organizations  which are  members  of an  affiliated
service  group (as
      described in Section  414(m) of the Code) with a Plan
Sponsor,  and any
      other entity required to be aggregated  with a Plan
Sponsor  pursuant to
      regulations under Code Section 414(o)."

2.    By deleting  the last  sentence of Section  1(b)(1) of
Appendix C in its
      entirety.

3.    By substituting the following  language for the last
sentence of Section
      1(d)(3)(B) of Appendix C of the Plan:

      "The actuarial  assumptions utilized in calculating
the present value of
      the accrued  benefit for any  participant in a defined
benefit plan for
      purposes  of this  Subsection  (b)  shall  be
established  by the  Plan
      Administrator  after  consultation  with the actuary
for the Plan,  and
      shall  be  reasonable  in the  aggregate  and  shall
comport  with  the
      requirements  set forth by the Internal  Revenue
Service in Q&A T-26 and
      T-27 of Regulation  Section 1.416-1;  provided that,
the accrued benefit
      for any  participant  (other than a Key  Employee) in
a defined  benefit
      plan shall be determined in accordance with Code
Section 416(g)(4)(F)."

4.    By  substituting  the following  language for Section
2(a) of Appendix C
      of the Plan:

            "(a)  Notwithstanding  anything  contained  in
the  Plan  to  the
      contrary,  except  as  otherwise  provided  in
Subsection  (b) of  this
      Section,   in  any  Plan  Year  during  which  the
Plan  is  Top-Heavy,
      allocations  of Plan  Sponsor  contributions  for the
Plan  Year for the
      Account  of each  Member  which  is not a Key
Employee  and who has not
      separated  from service  with the Plan  Sponsor  prior
to the end of the
      Plan Year  shall not be less than  three  (3)  percent
of the  Member's
      Annual  Compensation.  The Plan Sponsor shall make
such  allocations  to
      each Member who is not a Key Employee  regardless of
whether such Member
      has declined to make a  contribution  to the Plan.
For purposes of this
      Subsection,  an allocation to a Member's Account
resulting from any Plan
      Sponsor  contribution  attributable  to a salary
reduction  or  similar
      arrangement shall not be taken into account."

5.    By deleting Section 4 of Appendix C of the Plan in its
entirety.

      Except as specifically  provided  herein,  the Plan
shall remain in full
force and effect as prior to this Third Amendment.

      IN  WITNESS   WHEREOF,   the  parties  hereto  have
caused  this  Third
Amendment to be executed as the day and year first above
written.

                                    MORRISON HEALTH CARE,
INC.

                                    By:  /s/ Glenn Davenport

                                    Title:President and
Chief Executive Officer

ATTEST:

By:  /s/John E. Fountain

Title:  Secretary

      [CORPORATE SEAL]










EXHIBIT 10.34


                           STOCK PURCHASE AGREEMENT



      This  Stock  Purchase  Agreement  ("Agreement")  is
made this 9th day of
January,   1998,  by  Morrison  Health  Care,  Inc.,  a
Georgia   corporation
("Buyer"),  the Drake Family Revocable Trust, Richard or
Dianne Drake Trustees
under agreement (the "Trust Agreement") dated  September 17,
1991 (the "Drake
Trust"),  Richard Drake,  an individual  resident of the
State of Arizona ("R.
Drake"), Dianne  Drake,  an  individual  resident of the
State of Arizona ("D.
Drake"),  and  Philippe  Michelin,  an  individual  resident
of the  State of
Arizona  ("Michelin" and,  collectively  with the Drake
Trust, R. Drake and D.
Drake, "Sellers") and Drake Management Services,  Inc., an
Arizona corporation
(the "Company").

                                   RECITALS

      Sellers  desire  to sell,  and Buyer  desires  to
purchase,  all of the
issued and outstanding  shares (the "Shares") of capital
stock of the Company,
for the consideration and on the terms set forth in this
Agreement.

                                   AGREEMENT

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



                                1. DEFINITIONS

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

      "AAA"-- as defined in Section 11.2(c).

      "Adjustment  Amount"-- the principal and interest due
on the  Promissory
Note on the Closing Date.

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

      "Agreement"-- as defined in the Preamble.

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

      "Balance Sheet"-- as defined in Section 0.

      "Buyer"-- as defined in the Preamble.

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

      "Closing"-- as defined in Section 0.

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

      "COBRA Rights" - as defined in Section 3.13(k)

      "Company"-- as defined in the Preamble.

      "Company Plans"-- as defined in Section 3.13(b).

      "Company Qualified Plans"-- as defined in Section
3.13(c).

      "Competing Business"-- as defined in Section 3.25.

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

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

      "Copyrights"-- as defined in Section 3.22(a)(ii).

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

      "D. Drake"-- as defined in the Preamble.

      "Damages"-- as defined in Section 0.

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

      "Dispute" -- as defined in Section 11.1.

      "Drake Trust" - as defined in the Preamble.

      "Efron  Assignment"  - assignment of a limited
partnership  interest in
Efron Apartment Investors,  an Indiana limited  partnership,
as payment for a
debt to the Company.

      "Earnout Agreement" -- as defined in Section
2.4(a)(vii).

      "Employment Agreements"-- as defined in Section (iii)
employment
agreements  in the form of  Exhibit  2.4(a)(iii),  executed
by R.  Drake  and
Michelin (collectively, the "Employment Agreements");.

      "Employees" -- as defined in Section 3.13(b).

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

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

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

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

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

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

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

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

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

      "Indemnified Persons" -- as defined in Section 10.2.

      "Initial Purchase Price"-- as defined in Section 2.2.

      "Intellectual Property Assets" -- as defined in
Section 3.22
Intellectual Property..

      "Interim Balance Sheet"-- as defined in Section 3.4
Financial
Statements.Sellers  have delivered to Buyer:  (a) unaudited
balance sheets of
the  Company as at  December 31  in each of the years  1995
and 1996,  and the
related unaudited statements of income,  changes in
stockholders'equity,  and
cash flow for each of the fiscal years then ended,  (b) an
unaudited  balance
sheet of the Company as at  September 30,  1997  (including
the notes thereto,
the  "Balance  Sheet"),  and the  related  statements  of
income,  changes in
stockholders'equity,  and cash flow for the fiscal year then
ended, and (c) an
unaudited balance sheet of the Company as at September 30,
1997 (the "Interim
Balance  Sheet") and the related  unaudited  statements of
income,  changes in
stockholders'equity,  and cash flow for the nine (9) months
then  ended.  Such
financial  statements and notes fairly present the financial
condition and the
results of operations,  changes in  stockholders'equity,
and cash flow of the
Company as at the respective  dates of and for the periods
referred to in such
financial  statements,  all in accordance  with TBA,
subject,  in the case of
interim financial  statements,  to normal recurring year-end
adjustments (the
effect of which will not,  individually  or in the
aggregate,  be  materially
adverse);  the financial  statements  referred to in this
Section Error! Not a
valid  bookmark  self-reference.  reflect the  consistent
application  of TBA
accounting principles throughout the periods involved..

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

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

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

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

      "Marks"-- as defined in Section 3.22(a)(i).

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

      "Michelin"-- as defined in the Preamble.

      "Noncompetition Agreements"-- as defined in Section
(iv)
noncompetition  agreements in the form of Exhibit
2.4(a)(iv),  executed by R.
Drake and Michelin (collectively, the "Noncompetition
Agreements"); .

      "Occupational  Safety and Health Law"-- any Legal
Requirement  designed
to provide safe and healthful  working  conditions and to
reduce  occupational
safety and health hazards,  and any program,  whether
governmental or private
(including  those  promulgated  or  sponsored  by  industry
associations  and
insurance   companies),   designed  to  provide  safe  and
healthful  working
conditions.

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

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

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

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

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

      "Promissory Note"-- as defined in Section 6.2.

      "R. Drake"-- as defined in the Preamble.



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

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

      "Sellers"-- as defined in the Preamble.

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

      "Sellers' Releases"-- as defined in Section 2.4
Closing   Obligations.At
the Closing:.

      "Shares"-- as defined in the Preamble.

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

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

      "TBA"  -- tax  basis  of  accounting  required  for
the  preparation  of
Federal Tax  Returns,  applied on a basis  consistent  with
the basis on which
the Balance Sheet and the other  financial  statements
referred to in Section
3.4 hereof were prepared.

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

      "Trade Secrets" -- as defined in Section 3.22(a)(iii).

      "Trust Agreement" -- as defined in the Preamble.



                   2. SALE AND TRANSFER OF SHARES; CLOSING

      2.1   Shares.  Subject to the terms and  conditions
of this  Agreement,
at the Closing,  Sellers will sell and transfer the Shares
to Buyer, and Buyer
will  purchase  the  Shares  from  Sellers  free  and  clear
of any  and  all
Encumbrances.

      2.2   Purchase  Price.  The  purchase  price  for  the
Shares  will  be
(i) $5,000,000  minus the  Adjustment  Amount (the "Initial
Purchase  Price")
plus (ii) any and all amounts payable to Sellers under the
Earnout Agreement.



      2.3   Closing.  The  purchase and sale (the
"Closing")  provided for in
this Agreement will take place at the offices of Powell,
Goldstein,  Frazer &
Murphy LLP, Sixteenth Floor, 191 Peachtree St., N.E.,
Atlanta,  Georgia, 30303
at 10:00  a.m.  (local  time) on January  [5],  1998 or at
such other time and
place as the parties may agree. Subject to the provisions of
Article 9.
TERMINATION,  failure to consummate the purchase and sale
provided for in this
Agreement  on the date and time and at the place  determined
pursuant to this
Section  Error!  Not a valid bookmark  self-reference.  will
not result in the
termination  of  this  Agreement  and  will  not  relieve
any  party  of  any
obligation under this Agreement.

      2.4   Closing Obligations.  At the Closing:

            (a)   Sellers will deliver to Buyer:

                  (i)   certificates  representing  the
Shares  accompanied by
            duly executed stock powers;

                  (ii)  releases  in the form of Exhibit
2.4(a)(ii)  executed
            by D. Drake,  R. Drake and Michelin
(collectively,  the "Sellers'
            Releases");

                  (iii) employment   agreements   in  the
form  of   Exhibit
            2.4(a)(iii),  executed by R. Drake and Michelin
(collectively, the
            "Employment Agreements");

                  (iv)  noncompetition  agreements  in  the
form  of  Exhibit
            2.4(a)(iv),  executed by R. Drake and Michelin
(collectively,  the
            "Noncompetition Agreements");

                  (v)   resignations  from all current
officers and directors
            of the Company  other than R. Drake who shall
remain  President of
            the Company and Michelin  who shall  remain Vice
President of the
            Company;

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

                  (vii) a  certificate  from  the  Secretary
of  the  Company
            attaching  and  certifying  to  (a) the
Company's  Organizational
            Documents  and  (b) resolutions  of the board of
directors of the
            Company approving the Contemplated Transactions;

                  (viii)      the  earnout  agreement  in
the form of  Exhibit
            2.4(a)(vii), execute by Sellers (the "Earnout
Agreement"); and

                  (ix)  the documents  contemplated by
Section 7.3 hereof.

            (b)   Buyer will deliver to Sellers:

                  (i)   the Initial  Purchase Price by bank
cashier's check or
            by wire  transfer to the  accounts  specified
by  Sellers,  to be
            allocated  among the Sellers  pursuant to the
allocation  schedule
            set forth on Part 2.4 of the Disclosure Letter;

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

                  (iii) a certificate  from the  Secretary
of Buyer  attaching
            and  certifying to (a) the  Buyer's
Organizational  Documents and
            (b) resolutions  of the board of  directors  of
Buyer  authorizing
            the Contemplated Transactions;

                  (iv)  the  Employment  Agreements,
executed  by the Company
            and Buyer;

                  (v)   the Noncompetition Agreements,
executed by Buyer;

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

                  (vii) the documents contemplated by
Section 8.3 hereof.



                 3. REPRESENTATIONS AND WARRANTIES OF
SELLERS

      Sellers,  jointly  and  severally,  represent  and
warrant  to Buyer as
follows:

      3.1   Organization and Good Standing.

            (a)   Part 3.1 of the  Disclosure  Letter
contains a complete and
accurate list of the Company's name, its jurisdiction of
incorporation,  other
jurisdictions   in  which  it  is   authorized   to  do
business,   and  its
capitalization  (including the identity of each stockholder
of the Company and
the  number of  shares  held by  each).  The  Company  is a
corporation  duly
organized,  validly  existing,  and in good  standing  under
the  laws of its
jurisdiction  of  incorporation,  with full  corporate
power and authority to
conduct  its  business  as it is now  being  conducted,  to
own  or  use  the
properties  and assets that it purports to own or use,  and
to perform all its
obligations  under Applicable  Contracts.  The Company is
duly qualified to do
business as a foreign  corporation  and is in good standing
under the laws of
each state or other  jurisdiction  in which either the
ownership or use of the
properties  owned or used by it, or the nature of the
activities  conducted by
it,  requires such  qualification.  The Drake Trust is a
trust duly  organized
and validly existing under the laws of the state in which it
was formed.

            (b)   Sellers   have    delivered   to   Buyer
copies   of   the
Organizational  Documents of the Company and the Trust
Agreement, as currently
in effect.

            (c)   The Company has no  subsidiaries  and no
ownership  interest
in any  Person,  except  as may be  deemed  to exist as a
result  of the Efron
Assignment.

      3.2   Authority; No Conflict.

            (a)   The  Agreement  constitutes  the  legal,
valid and  binding
obligation  of the Company and the  Sellers,  enforceable
against the Company
and Sellers in accordance with its terms,  and upon the
execution and delivery
by Sellers of the Employment  Agreements,  the Sellers'
Releases,  the Earnout
Agreement,  the  Promissory  Note and the  Noncompetition
Agreements to which
each such Seller is a party (collectively,  the "Sellers'
Closing Documents"),
Sellers'  Closing  Documents  will  constitute the legal,
valid,  and binding
obligations of each Seller party thereto and the Company,
enforceable against
such Seller  and/or the Company in  accordance  with their
respective  terms.
Sellers and the Company  have the  absolute  and
unrestricted  right,  power,
authority,  and  capacity  to  execute  and  deliver  this
Agreement  and the
Sellers'  Closing  Documents  to  which  it is  party  and
to  perform  their
obligations under this Agreement and the Sellers' Closing
Documents.

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

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

                  (ii)  in any material  respect,
contravene,  conflict with,
            or result in a  violation  of,  or give any
Governmental  Body or
            other  Person  the  right  to  challenge  any of
the  Contemplated
            Transactions  or to  exercise  any  remedy  or
obtain  any  relief
            under, any Legal  Requirement or any Order to
which the Company or
            any  Seller,  or any of the assets  owned or
used by the  Company,
            may be subject;

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

                  (iv)  cause  Buyer or the  Company to
become  subject to, or
            to  become  liable  for the  payment  of,  any
Tax  except  as the
            Company or Buyer  would  otherwise  be subject
to in the  Ordinary
            Course of Business;

                  (v)   in any  material  respect,  cause
any  of the  assets
            owned the  Company  to be  reassessed  or
revalued  by any taxing
            authority or other Governmental Body;

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

                  (vii) in any material  respect,  result in
the imposition or
            creation  of any  Encumbrance  upon or with
respect to any of the
            assets owned or used by the Company.

      Except as set forth in Part 3.2 of the Disclosure
Letter, no Seller nor
the  Company  is or will be  required  to give any  notice
to or  obtain  any
consent from any Person in connection  with the execution
and delivery of this
Agreement  or the  consummation  or  performance  of  any of
the  Contemplated
Transactions.

      3.3   Capitalization.  The authorized  equity
securities of the Company
consist of 1,000,000  shares of common  stock,  par value
$1.00 per share,  of
which 3,157  shares are issued and  outstanding,  and
100,000  shares of eight
percent (8%)  convertible,  cumulative  preferred stock, par
value $100.00 per
share,  none  of  which  is  issued  and  outstanding,   and
all  issued  and
outstanding  shares as set forth above constitute the
Shares.  Sellers are and
will be on the Closing  Date the record and  beneficial
owners and holders of
the Shares,  free and clear of all  Encumbrances,  in the
amounts set forth on
Part  3.3 of the  Disclosure  Letter.  No  legend  or other
reference  to any
purported   Encumbrance   appears  or  will   appear   upon
any   certificate
representing  the Shares  except as otherwise set forth in
Section 4.3. All of
the Shares have been duly  authorized  and  validly  issued
and are fully paid
and nonassessable.  There are no Contracts relating to the
issuance,  sale, or
transfer  of the  Shares  or  other  securities  of the
Company.  None of the
outstanding  equity  securities or other  securities of the
Company was issued
in  violation  of the  Securities  Act or any  other  Legal
Requirement.  The
Company does not own, or have any Contract to acquire,  any
equity  securities
or other  securities  of any  Person  or any  direct  or
indirect  equity  or
ownership interest in any other business.

      3.4   Financial   Statements.   Sellers   have
delivered   to   Buyer:
(a) unaudited  balance  sheets of the Company as at
December 31 in each of the
years 1995 and 1996, and the related unaudited  statements
of income,  changes
in  stockholders'  equity,  and cash flow for each of the
fiscal  years  then
ended, (b) an unaudited balance sheet of the Company as at
September 30,  1997
(including  the  notes  thereto,   the  "Balance  Sheet"),
and  the  related
statements of income,  changes in stockholders'  equity, and
cash flow for the
fiscal year then ended, and (c) an  unaudited  balance sheet
of the Company as
at September 30,  1997 (the "Interim Balance Sheet") and the
related unaudited
statements of income,  changes in stockholders'  equity, and
cash flow for the
nine (9)  months  then  ended.  Such  financial  statements
and notes  fairly
present the  financial  condition  and the results of
operations,  changes in
stockholders'  equity, and cash flow of the Company as at
the respective dates
of and for  the  periods  referred  to in such  financial
statements,  all in
accordance with TBA, subject, in the case of interim
financial statements,  to
normal  recurring  year-end   adjustments  (the  effect  of
which  will  not,
individually  or in the  aggregate,  be  materially
adverse);  the  financial
statements   referred  to  in  this  Section  Error!   Not
a  valid  bookmark
self-reference.   reflect  the   consistent   application
of  TBA  accounting
principles  throughout the periods involved.  Each of the
supporting documents
listed  on Part  3.4 of the  Disclosure  Letter  is true
and  correct  in all
material respects.

      3.5   Books and  Records.  The books of  account,
minute  books,  stock
record books,  and other  records of the Company,  all of
which have been made
available  to Buyer,  are  complete  and correct and have
been  maintained  in
accordance  with sound  business  practices,  including the
maintenance of an
adequate  system of  internal  controls  for a company the
size of the Company
with the number of  employees  as the  Company  has.  The
minute  books of the
Company  contains  accurate and complete  records of all
meetings held of, and
corporate  action taken by, the  stockholders,  the Boards
of  Directors,  and
committees of the Boards of Directors of the Company.  At
the Closing,  all of
those books and records will be in the possession of the
Company.

      3.6   Title to  Properties;  Encumbrances.  Part 3.6
of the  Disclosure
Letter  contains a  complete  and  accurate  list of all
leaseholds  or other
interests  therein  owned  by the  Company.  Sellers  have
delivered  or made
available to Buyer copies of the deeds and other
instruments (as recorded) by
which the Company  acquired  such real property and
interests,  and copies of
all  title  insurance  policies,  opinions,  abstracts,  and
surveys  in  the
possession  of  Sellers  or the  Company  and  relating  to
such  property  or
interests.  The Company  owns all the  properties  and
assets  (whether  real,
personal,  or mixed and whether  tangible or intangible)
that they purport to
own located in the  facilities  owned or operated by the
Company or  reflected
as owned  in the  books  and  records  of the  Company,
including  all of the
properties  and assets  reflected  in the Interim  Balance
Sheet  (except for
assets  held  under  capitalized  leases  disclosed  or  not
required  to  be
disclosed  in Part 3.6 of the  Disclosure  Letter and
personal  property  sold
since  the  date of the  Interim  Balance  Sheet  in the
Ordinary  Course  of
Business),  and  all of the  properties  and  assets
purchased  or  otherwise
acquired by the Company  since the date of the Interim
Balance  Sheet (except
for personal  property  acquired and sold since the date of
the Balance  Sheet
in the Ordinary  Course of Business and consistent  with
past  practice).  All
properties and assets  reflected in the Balance Sheet and
the Interim  Balance
Sheet are free and clear of all Encumbrances except
(a) mortgages or security
interests  shown on the Balance Sheet or the Interim Balance
Sheet as securing
specified  liabilities  or  obligations,  with respect to
which no default (or
event that, with notice or lapse of time or both,  would
constitute a default)
exists,  (b) mortgages or security  interests  incurred in
connection with the
purchase  of property or assets  after the date of the
Interim  Balance  Sheet
(such  mortgages  and  security  interests  being  limited
to the  property or
assets so  acquired),  with  respect to which no default (or
event that,  with
notice or lapse of time or both,  would  constitute  a
default)  exists,  and
(c) liens for current  taxes not yet due. The Company does
not currently  own,
and has never owned, any real property.

      3.7   Condition and  Sufficiency  of Assets.  In all
material  respects,
the  buildings,  structures,  and  equipment  of the Company
are  structurally
sound,  are in good operating  condition and repair,  and
are adequate for the
uses to which they are being put, and none of such
buildings,  structures,  or
equipment is in need of maintenance  or repairs  except for
ordinary,  routine
maintenance  and  repairs  that  are not  material  in
nature  or  cost.  The
building,  structures,  and  equipment of the Company are
sufficient  for the
continued   conduct  of  the  Company's   businesses   after
the  Closing  in
substantially the same manner as conducted prior to the
Closing.

      3.8   Accounts  Receivable.  All accounts receivable
of the Company that
are  reflected on the Interim  Balance Sheet or on the
accounting  records of
the Company as of the Closing Date (collectively,  the
"Accounts  Receivable")
represent or will  represent  valid  obligations  arising
from sales  actually
made or  services  actually  performed  in the  Ordinary
Course of  Business.
Unless paid prior to the Closing Date, the Accounts
Receivable are or will be
as of the  Closing  Date  current  and,  to the  Company's
and  the  Seller's
Knowledge,  collectible (other than those accounts in
bankruptcy which are set
forth on Part 3.8 of the Disclosure  Letter).  There is no
contest,  claim, or
right  of  set-off  under  any  Contract  with  any  obligor
of  an  Accounts
Receivable  relating to the amount or validity  of such
Accounts  Receivable.
Part 3.8 of the  Disclosure  Letter  contains a complete and
accurate  list of
all Accounts  Receivable as of the date of the Interim
Balance  Sheet,  which
list sets forth the aging of such Accounts Receivable.

      3.9   Inventory.   All   inventory  of  the  Company,
whether  or  not
reflected in the Balance  Sheet or the Interim  Balance
Sheet,  consists of a
quality and quantity  usable and salable in the  Ordinary
Course of Business,
except for obsolete items and items of  below-standard
quality,  all of which
have been written off or written down to net  realizable
value in the Balance
Sheet  or the  Interim  Balance  Sheet  or on the
accounting  records  of the
Company  as of the  Closing  Date,  as the case may be.  All
inventories  not
written off have been priced at cost on a first in, first
out basis.

The   quantities   of  each  item  of  inventory   (whether
raw   materials,
work-in-process,  or finished goods) are not excessive,  but
are reasonable in
the present circumstances of the Company.

      3.10  No  Undisclosed  Liabilities.  Except as set
forth in Part 3.10 of
the Disclosure Letter, the Company has no material
liabilities or obligations
of any  nature  (whether  known or  unknown  and  whether
absolute,  accrued,
contingent,  or otherwise) except for liabilities or
obligations  reflected or
reserved   against  in  the  Balance  Sheet  or  the
Interim  Balance  Sheet,
liabilities  associated  with  the  Promissory  Note and
current  liabilities
incurred  in the  Ordinary  Course of  Business  since the
date of the Interim
Balance Sheet and the  respective dates thereof.

      3.11  Taxes.

            (a)   The  Company  has filed or  caused to be
filed,  on a timely
basis,  all Tax  Returns  that  are or were  required  to be
filed by or with
respect to it, either  separately  or as a member of a group
of  corporations,
pursuant to applicable  Legal  Requirements.  Sellers have
delivered to Buyer
copies of, and  Part 3.11  of the  Disclosure  Letter
contains a complete and
accurate  list of, all such Tax  Returns  filed for 1994,
1995 and 1996.  The
Company has paid,  or made  provision  for the payment of,
all Taxes that have
or may have  become  due  pursuant  to those  Tax  Returns
or  otherwise,  or
pursuant to any  assessment  received by Sellers or the
Company,  except such
Taxes,  if any, as are listed in  Part 3.11 of the
Disclosure  Letter and are
being  contested  in good  faith  and as to which  adequate
reserves,  if any
(determined  in  accordance  with TBA) have been provided in
the Balance Sheet
and the Interim Balance Sheet.

            (b)   Except as described in Part 3.11 of the
Disclosure  Letter,
no Seller  nor the  Company  has given or been  requested
to give  waivers or
extensions  (or is or would be subject to a waiver or
extension  given by any
other Person) of any statute of  limitations  relating to
the payment of Taxes
of the Company or for which the Company may be liable.

            (c)   The charges,  accruals,  and reserves
with respect to Taxes
on the respective books of the Company are adequate
(determined in accordance
with TBA).  There  exists no  proposed  tax  assessment
against  the  Company
except as  disclosed in the Balance  Sheet or in  Part 3.11
of the  Disclosure
Letter.  No consent to the  application  of
Section 341(f)(2)  of the IRC has
been filed with  respect to any property or assets  held,
acquired,  or to be
acquired  by the  Company.  All Taxes that the  Company is
or was  required by
Legal  Requirements  to  withhold  or  collect  have  been
duly  withheld  or
collected  and,  to  the  extent  required,  have  been
paid  to  the  proper
Governmental Body or other Person.

            (d)   All Tax Returns filed by (or that include
on a  consolidated
basis) the Company are true,  correct,  and complete in all
material respects.
There is no tax  sharing  agreement  that  will  require
any  payment  by the
Company after the date of this Agreement.

      3.12  No Material  Adverse Change.  Since the date of
the Balance Sheet,
there has not been any material  adverse  change in the
business,  operations,
properties,  prospects,  assets, or condition of the
Company, and no event has
occurred or  circumstance  exists  that may result in such a
material  adverse
change.

      3.13  Employee Benefits

            (a)   Except as disclosed on Part 3.13 of the
Disclosure  Letter,
no other  corporation,  trade,  business,  or  other
entity,  other  than the
Company,  together  with the  Company  would now or in the
past  constitute  a
single  employer  within the  meaning of Section  414 of the
IRC.  The Company
and any other  entities that now or in the past  constitute
a single  employer
within the meaning of IRC Section 414 are  hereinafter
collectively  referred
to as the "Company Group."

            (b)   Part 3.13(b) of the  Disclosure  Letter
contains a true and
complete list of all the following  agreements or plans
which are presently in
effect or which have  previously  been in effect and which
cover  employees of
any member of the Company Group  ("Employees"),  and
indicating,  with respect
to each,  the plans  for which the  Company  maintains  or
contributes  to on
behalf of their employees:

                  (i)   Any  employee  benefit plan as
defined in Section 3(3)
            of  ERISA  and  any  trust  or  other   funding
agency   created
            thereunder,  or under which any member of the
Company Group,  with
            respect to  Employees,  has any  outstanding,
present,  or future
            obligation  or  liability,  or under which any
Employee or former
            Employee  has any present or future  right to
benefits  which are
            covered by ERISA; or

                  (ii)  Any  other  pension,   profit
sharing,   retirement,
            deferred compensation,  stock purchase,  stock
option,  incentive,
            bonus, vacation, severance, disability,
hospitalization,  medical,
            life insurance or other employee  benefit plan,
program,  policy,
            or arrangement,  whether written or unwritten,
formal or informal,
            which any member of the Company  Group
maintains  or to which any
            member  of the  Company  Group  has any
outstanding,  present  or
            future  obligations to contribute or make
payments under,  whether
            voluntary, contingent or otherwise.

            The  plans,  programs,  policies,  or
arrangements  described  in
subparagraph  (i) or (ii) above are  hereinafter
collectively  referred to as
the  "Company  Plans."  Sellers  have  delivered  to Buyer
true and  complete
copies of all written plan  documents  and  contracts
evidencing  the Company
Plans,  as they may have been  amended to the date hereof,
together  with (A)
all  documents,  including  without  limitation,  Forms
5500,  relating to any
Company  Plans  required  to have been  filed  prior to the
date  hereof  with
governmental  authorities  for each of the three most
recently  completed plan
years;  (B) attorney's  response to any auditor's  request
for information for
each of the three  most  recently  completed  plan  years;
and  (C) financial
statements and actuarial reports,  if any, for each Company
Plan for the three
most recently completed plan years.

            (c)   Except as to those plans  identified  on
Part 3.13(c) of the
Disclosure  Letter as  tax-qualified  Company  Plans (the
"Company  Qualified
Plans"),  no member of the Company Group maintains or
previously  maintained a
Company  Plan which  meets or was  intended  to meet the
requirements  of IRC
Section  401(a).  Except  as set  forth  on  Part  3.13(c)
of the  Disclosure
Letter, the IRS has issued favorable  determination letters
to the effect that
each Company  Qualified Plan  qualifies  under IRC Section
401(a) and that any
related  trust is exempt  from  taxation  under IRC Section
501(a),  and such
determination  letters  remain in effect and have not been
revoked or, in the
alternative,  the members of the Company  Group  currently
maintain  only one
Company  Qualified Plan and such Company Qualified Plan is a
standardized form
plan,  within the  meaning of  Revenue  Procedure  97-6,
Section  8.05,  with
respect to which the IRS has issued a favorable
determination letter and such
determination  letter  remains in effect and has not been
revoked.  Copies of
the most recent  determination  letters  and any
outstanding  requests  for a
determination  letter with  respect to each Company
Qualified  Plan have been
delivered to Buyer.  Except as  disclosed  on Part  3.13(c)
of the  Disclosure
Letter,  no Company Qualified Plan has been amended since
the issuance of each
respective   determination  letter.  The  Company  Qualified
Plans  currently
comply in form with the  requirements  under IRC  Section
401(a),  other than
changes  required by statutes,  regulations  and rulings for
which  amendments
are not yet required.  To the  Knowledge of Sellers and the
Company,  no issue
concerning  qualification of the Company  Qualified Plans is
pending before or
is  threatened  by the IRS. To the  Knowledge of Sellers and
the Company,  the according  to their  terms
(except for those terms which are  inconsistent  with the
changes  required by
statutes,  regulations,  and rulings for which changes are
not yet required to
be made, in which case the Company  Qualified Plans have
been  administered in
accordance  with the provisions of those  statutes,
regulations  and rulings)
and in accordance with the  requirements  of IRC Section
401(a).  No member of
the Company  Group or any  fiduciary  of any Company
Qualified  Plan has done
anything  that would  adversely  affect the  qualified
status of the  Company
Qualified  Plans or the related  trusts.  Any Company
Qualified Plan which is
required to satisfy IRC Section  401(k)(3)  and  401(m)(2)
has been tested for
compliance with, and has satisfied the requirements of, IRC
Section  401(k)(3)
and 401(m)(2) for each plan year ending prior to the Closing
Date.

            (d)   Each member of the Company Group is in
compliance  with the
requirements  prescribed by any and all statutes,  orders,
governmental rules
and  regulations   applicable  to  the  Company  Plans  and
all  reports  and
disclosures  relating  to the  Company  Plans  required  to
be  filed  with or
furnished to any governmental  entity,  participants or
beneficiaries prior to
the Closing Date have been or will be filed or  furnished
in a timely  manner
and in accordance with applicable law.

            (e)   Except  as  expressly  identified  on
Part  3.13(e)  of the
Disclosure  Letter,  no  termination  or partial
termination  of any  Company
Qualified  Plan has  occurred  nor has a notice  of intent
to  terminate  any
Company Qualified Plan been issued by a member of the
Company Group.

            (f)   No member of the Company Group  maintains
or has  maintained
an "employee  benefit  pension  plan" within the meaning of
ERISA Section 3(2)
that is or was subject to Title IV of ERISA.

            (g)   Except as listed in Part 3.13(g) of the
Disclosure  Letter,
any Company  Plan can be  terminated  on or prior to the
Closing  Date without
liability  to any  member of the  Company  Group or Buyer,
including  without
limitation,  any additional  contributions,  penalties,
premiums, fees or any
other  charges as a result of the  termination,  except to
the extent of funds
set aside for such  purpose or  reflected  as reserved for
such purpose on the
Balance Sheet.

            (h)   Each  member of the  Company  Group has
made full and timely
payment of, or has accrued pending full and timely payment,
all amounts which
are required  under the terms of each of the Company  Plans
and in  accordance
with  applicable laws to be paid as a contribution to each
Company Plan and no
excise  taxes  are  assessable  as a  result  of any  non-
deductible  or other
contributions  made or not made to a Company  Plan.  The
assets of all Company
Plans  which are  required  under  applicable  laws to be
held in trust are in
fact held in trust and the  assets of each  Company  Plan
equal or exceed the
liabilities  of each such  Company  Plan.  The assets of
each Company Plan are
reported at their fair market value on the books and records
of each plan.

            (i)   No member of the  Company  Group  has any
past,  present  or
future  obligation  or  liability  to  contribute  or has
contributed  to any
multiemployer plan as defined in ERISA Section 3(37).

            (j)   No member of the Company  Group nor any
other  "disqualified
person"  or "party in  interest"  (as  defined in IRC
Section  4975 and ERISA
Section 3(14),  respectively)  with respect to the Company
Plans,  has engaged
in any  "prohibited  transaction"  (as  defined in IRC
Section  4975 or ERISA
Section  406).  All members of the  Company  Group and all
"fiduciaries"  (as
defined in ERISA Section 3(21)) with respect to the Company
Plans,  including
any members of the Company Group which are  fiduciaries  as
to a Company Plan,
have complied in all respects with the  requirements  of
ERISA Section 404. No
member of the Company  Group and no party in interest or
disqualified  person
with respect to the Company  Plans has taken or omitted any
action which could
lead to the imposition of an excise tax under the IRC or a
fine under ERISA.

            (k)   Each  member  of the  Company  Group has
complied  with the
continuation  coverage  requirements  of  Section  1001  of
the  Consolidated
Omnibus Budget  Reconciliation Act of 1985, as amended, and
ERISA Sections 601
through 608  (collectively,  "COBRA Rights") and with the
portability,  access
and renewability  provisions of Subtitle K, Chapter 100 of
the IRC and Section
701 et. seq. of ERISA.

            (l)   Except  as  disclosed  on  Part  3.13(l)
of the  Disclosure
Letter,  no member of the Company  Group has made or is
obligated to make any
nondeductible contributions to any Company Plan.

            (m)   Except  as set  forth  in  Part  3.13(m)
of the  Disclosure
Letter,  no  member  of  the  Company  Group  is  obligated,
continently  or
otherwise,  under any  agreement to pay any amount which
would be treated as a
"parachute  payment," as defined in IRC Section  280G(b)
(determined  without
regard to IRC Section 280G(b)(2)(A)(ii)).

            (n)   Other than routine claims for benefits,
to the Knowledge of
Sellers and the Company, there are no actions, audits,
investigations,  suits
or claims pending,  or threatened against any Company Plan,
any trust or other
funding  agency  created  thereunder,  or against any
fiduciary of any Company
Plan or against the assets of any Company Plan.

            (o)   The  consummation of the  transactions
contemplated  hereby
will not  accelerate or increase any liability  under any
Company Plan because
of an  acceleration  or  increase  of any of the rights or
benefits  to which
Employees may be entitled thereunder.

            (p)   No member of the  Company  Group has any
obligation  to any
retired  or former  employee  or any  current  employee  of
the  Company  upon
retirement or  termination  of employment  under any Company
Plan,  other than
COBRA Rights.

            (q)   Except  as set  forth  in  Part  3.13(q)
of the  Disclosure
Letter or otherwise  provided in this  Agreement,  since the
last date through
which the Interim Balance Sheet reflects financial
information,  no member of
the Company Group has  (i) increased  the rate of
compensation  payable or to
become  payable  to any of the  employees  of the  Company,
other than in the
normal  course of business and  consistent  with past
practice;  (ii) has not
made any  commitment  and has not incurred  any  liability
to any labor union;
(iii) has  not paid or agreed to pay any bonuses or
severance  pay;  (iv) has
not increased  any benefits or rights under any Company
Plan;  and (v) has not
adopted any new plan, program,  policy or arrangement,
which if it existed as
of the Closing Date, would constitute a Company Plan.

      3.14  Compliance with Legal Requirements; Governmental
Authorizations.

            (a)   Except as set forth in Part 3.14 of the
Disclosure Letter:

                  (i)   the Company  is, and at all times
since  September 30,
            1997 has been, in full  compliance  in all
material  respects with
            each Legal  Requirement  that is or was
applicable to it or to the
            conduct or operation  of its  business or the
ownership or use of
            any of its assets;

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

                  (iii) the  Company  has  not  received,
at any  time  since
            September 30,  1997,  any notice or other
communication  (whether
            oral or written)  from any  Governmental  Body
or any other Person
            regarding  (A)  any  actual,   alleged,
possible,  or  potential
            violation  of, or failure to comply with,  any
Legal  Requirement,
            (B) any actual, alleged,  possible, or potential
obligation on the
            part of the  Company to  undertake,  or to bear
all or any portion
            of the cost of, any remedial  action of any
nature,  or (C) either
            to revoke,  withdraw or suspend any license to
operate the Company
            or any of its assets,  or to  terminate  or
decertify  or exclude
            from any  participation  of the  Company  in
Medicare,  Medicaid,
            CHAMPUS or other governmental health care
programs.

            (b)   Part 3.14 of the Disclosure  Letter
contains a complete and
accurate list of each Governmental  Authorization  that is
held by the Company
or that  otherwise  relates to the  business of, or to any
of the assets owned
or used by, the Company.  Each Governmental  Authorization
listed or required
to be listed in Part 3.14 of the Disclosure  Letter is valid
and in full force
and effect. Except as set forth in Part 3.14 of the
Disclosure Letter:

                  (i)   the  Company  is,  and at all times
since  January 1,
            1994 has been, in full  compliance  in all
material  respects with
            all  of  the  terms   and   requirements   of
each   Governmental
            Authorization  identified  or  required to be
identified  in Part
            3.14 of the Disclosure Letter;

                  (ii)  no event has occurred or
circumstance  exists that may
            (with or  without  notice  or lapse of  time)
(A)  constitute  or
            result  directly or  indirectly  in a material
violation  of or a
            material  failure to comply  with any term or
requirement  of any
            Governmental  Authorization  listed  or
required  to be listed in
            Part 3.14 of the  Disclosure  Letter,  or (B)
result  directly  or
            indirectly   in   the    revocation,
withdrawal,    suspension,
            cancellation, or termination of, or any
modification to,

            any Governmental  Authorization listed or
required to be listed in
            Part 3.14 of the Disclosure Letter;

                  (iii) the  Company  has  not  received,
at any  time  since
            January 1, 1994, any notice or other
communication  (whether oral
            or  written)  from  any  Governmental  Body  or
any  other  Person
            regarding  (A)  any  actual,   alleged,
possible,  or  potential
            violation of or failure to comply with any term
or  requirement of
            any  Governmental  Authorization,  or (B)  any
actual,  proposed,
            possible,   or  potential  revocation,
withdrawal,   suspension,
            cancellation,  termination of, or modification
to any Governmental
            Authorization; and

                  (iv)  all  applications  required to have
been filed for the
            renewal of the Governmental  Authorizations
listed or required to
            be  listed in Part 3.14 of the  Disclosure
Letter  have been duly
            filed on a timely basis with the appropriate
Governmental Bodies,
            and all other  filings  required to have been
made with respect to
            such Governmental  Authorizations  have been
duly made on a timely
            basis with the appropriate Governmental Bodies.

      The  Governmental  Authorizations  listed in Part 3.14
of the Disclosure
Letter  collectively   constitute  all  of  the
Governmental   Authorizations
necessary  to permit  the  Company  to  lawfully  conduct
and  operate  their
businesses in the manner they  currently  conduct and
operate such  businesses
and to permit the  Company to own and use its assets in the
manner in which it
currently owns and uses such assets.

      3.15  Legal Proceedings; Orders.

            (a)   Except as set forth in Part 3.15 of the
Disclosure  Letter,
there is no pending Proceeding:

                  (i)   that has been  commenced  by or
against the Company or
            that  otherwise  relates to or may affect the
business of, or any
            of the assets owned or used by, the Company; or

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

      To the Knowledge of Sellers and the Company,  (1) no
such Proceeding has
been  Threatened,  and (2) no event has occurred or
circumstance  exists that
may  give  rise to or  serve  as a  basis  for the
commencement  of any  such
Proceeding.   Sellers  have  delivered  to  Buyer  copies
of  all  pleadings,
correspondence,  and other  documents  relating to each
Proceeding  listed in
Part 3.15 of the Disclosure  Letter.  The  Proceedings
listed in Part 3.15 of
the  Disclosure  Letter  will  not  have  a  material
adverse  effect  on the
business, operations, assets, condition, or prospects of the
Company.

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

                  (i)   there is no Order to which the
Company,  or any of the
            assets owned or used by the Company, is subject;

                  (ii)  no Seller is subject to any Order
that  relates to the
            business  of, or any of the assets  owned or
used by, the Company;
            and

                  (iii)  to the  Knowledge  of  Sellers  and
the  Company,  no
            officer,  director,  agent,  or employee of the
Company is subject
            to any Order that  prohibits  such officer,
director,  agent,  or
            employee from engaging in or continuing any
conduct,  activity, or
            practice relating to the business of the
Company.

      3.16  Absence  of Certain  Changes  and  Events.
Except as set forth in
Part 3.16 of the  Disclosure  Letter,  since the date of the
Interim  Balance
Sheet,  the Company has conducted its businesses  only in
the Ordinary  Course
of Business and there has not been any:

            (a)   change in the Company's  authorized or
issued capital stock;
grant of any stock option or right to purchase  shares of
capital stock of the
Company;  issuance of any security  convertible into such
capital stock; grant
of  any  registration  rights;  purchase,  redemption,
retirement,  or  other
acquisition  by the  Company  of any  shares  of any such
capital  stock;  or
declaration  or payment of any  dividend or other
distribution  or payment in
respect of shares of capital stock;

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

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

            (d)   adoption  of, or  increase  in the
payments  to or benefits
under, any Company Plans;

            (e)   damage to or  destruction  or loss of any
asset or  property
of the Company, whether or not covered by insurance,
materially and adversely
affecting the properties,  assets, business, financial
condition, or prospects
of the Company;

            (f)   entry  into,   termination  of,  or
receipt  of  notice  of
termination   of   (i)   any   license,    distributorship,
dealer,   sales
representative,  joint  venture,  credit,  or similar
agreement,  or (ii) any
Contract or transaction  involving a total  remaining
commitment by or to the
Company of at least $25,000;

            (g)   sale (other than sales of inventory  in
the Ordinary  Course
of  Business),  lease,  or other  disposition  of any asset
or property of the
Company or mortgage,  pledge,  or imposition of any lien or
other  encumbrance
on any material asset or property of the Company;

            (h)   cancellation  or waiver of any claims or
rights with a value
to the Company in excess of $25,000;

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

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

      3.17  Contracts; No Defaults.

            (a)   Part 3.17(a) of the  Disclosure  Letter
contains a complete
and  accurate  list,  and Sellers  have  delivered  to Buyer
true and complete
copies, of:

                  (i)   each Applicable Contract that
involves  performance of
            services or delivery  of goods or  materials  by
the Company of an
            amount or value in excess of $25,000;

                  (ii)  each Applicable Contract that
involves  performance of
            services or delivery  of goods or  materials  to
the Company of an
            amount or value in excess of $25,000;

                  (iii) each Applicable  Contract that was
not entered into in
            the Ordinary Course of Business and that
involves  expenditures or
            receipts of the Company in excess of $25,000;

                  (iv)  each lease,  rental or occupancy
agreement,  license,
            installment and conditional  sale agreement,
and other Applicable
            Contract  affecting the  ownership  of,  leasing
of, title to, use
            of, or any  leasehold  or other  interest in,
any real or personal
            property  (except  personal  property  leases
and  installment and
            conditional  sales agreements having a value per
item or aggregate
            payments  of less  than  $10,000  and with
terms of less than one
            year);

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

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

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

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

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

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

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

                  (xii) each Applicable  Contract for
capital  expenditures in
            excess of $25,000;

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

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

            (b)   Except  as set  forth  in  Part  3.17(b)
of the  Disclosure
Letter,  each Contract identified or required to be
identified in Part 3.17(a)
of the  Disclosure  Letter  is in full  force  and  effect
and is  valid  and
enforceable in accordance with its terms.

            (c)   Except  as set  forth  in  Part  3.17(c)
of the  Disclosure
Letter:

                  (i)   the Company  is, and at all times
since  September 30,
            1997 has been, in full  compliance  with all
applicable  material
            terms and  requirements of each Contract under
which it has or had
            any  obligation  or  liability or by which it or
any of the assets
            owned or used by it is or was bound;

                  (ii)  to Sellers'  Knowledge,  each other
Person that has or
            had any  obligation  or liability  under any
Contract  under which
            the  Company  has or had any  rights  is,  and
at all times  since
            September 30,   1997  has  been,  in  full
compliance  with  all
            applicable terms and requirements of such
Contract;

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

                  (iv)  the  Company  has not  given to or
received  from any
            other Person, at any time since September 30,
1997, any notice or
            other  communication  (whether  oral  or
written)  regarding  any
            actual,  alleged,  possible,  or potential
violation or breach of,
            or default under, any Contract.

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

      3.18  Insurance.

            (a)   Sellers have delivered to Buyer:

                  (i)   true and complete  copies of all
policies of insurance
            to which the  Company is a party or under  which
the  Company,  or
            any director of the Company, is currently
covered; and

                  (ii)  true and complete  copies of all
pending  applications
            for policies of insurance.

            (b)   Part 3.18(b) of the Disclosure Letter
describes:

                  (i)   any  self-insurance  arrangement  by
or affecting  the
            Company, including any reserves established
thereunder;

                  (ii)  any  contract or  arrangement,
other than a policy of
            insurance,  for  the  transfer  or  sharing  of
any  risk  by the
            Company; and

                  (iii) all  obligations  of the Company to
third parties with
            respect to insurance  (including such
obligations under leases and
            service  agreements)  and  identifies  the
policy under which such
            coverage is provided.

            (c)   Part 3.18(c) of the Disclosure  Letter
sets forth,  by year,
for the current policy year:

                  (i)   a summary of the loss experience
under each policy;

                  (ii)  a statement  describing  each claim
under an insurance
            policy for an amount  in excess of $10,000,
which sets forth:

                        (A)   the name of the claimant;

                        (B)   a description of the policy by
insurer,  type of
                  insurance, and period of coverage; and

                        (C)   the  amount  and  a  brief
description  of  the
                  claim; and

                  (iii) a statement  describing  the loss
experience  for all
            claims that were self-insured,  including the
number and aggregate
            cost of such claims.

            (d)   Except  as set  forth  on  Part  3.18(d)
of the  Disclosure
Letter:

                  (i)   All  policies  to which the Company
is a party or that
            provide  coverage to any Seller,  the Company,
or any director or
            officer  of  the  Company:   (A) are   valid,
outstanding,   and
            enforceable;  (B) are  sufficient  for
compliance  with all Legal
            Requirements  and  Contracts to which the
Company is a party or by
            which it is bound;  (C) will  continue  in full
force and  effect
            following the  consummation  of the
Contemplated  Transactions or
            Sellers  will exert  their  best,  good faith
efforts to continue
            such  policies  and, to Sellers'  Knowledge,
such  policies  will
            continue in full force and effect;  and (D) do
not provide for any
            retrospective   premium  adjustment  or  other
experienced-based
            liability  on the part of the Company,  except
that the  Company's
            general   liability   insurance   issued  by
Hartford  is  priced
            according to the level of the Company's  sales
and adjustments may
            be made based upon a sales  audit,  although
any such  adjustment
            will not be of a material dollar amount.

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

                  (iii) The  Company  has  paid  all
premiums  due,  and  has
            otherwise  performed its  obligations,  under
each policy to which
            it is a  party  or  that  provides  coverage  to
the  Company  or
            director  thereof,  except for an  adjustment
as noted in Section
            3.18(d)(i) hereof.

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

                  (v)   For the five-year  period prior to
the effective  date
                  of all  current  policies  listed  on
Part  3.18(c)  of the
                  Disclosure  Letter,  the Company has had
in effect  coverage
                  at least equivalent to all current
coverages.

      3.19  Environmental  Matters.  Except  as set  forth
in part 3.19 of the
Disclosure Letter:

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

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

            (c)   No Seller nor the Company  has  received
or has any basis to
expect any citation,  directive,  inquiry, notice, Order,
summons, warning, or
other  communication  that  relates to  Hazardous
Materials,  or any alleged,
actual,  or potential  violation  or failure to comply with
any  Environmental
Law, or of any alleged,  actual, or potential  obligation to
undertake or bear
the cost of any Environmental,  Health, and Safety
Liabilities with respect to
any of the  Facilities or any other  properties or assets
used by the Company,
or with  respect to any  property  or facility  to which
Hazardous  Materials
generated,  manufactured,  refined, transferred,  imported,
used, or processed
by Sellers,  the Company,  or any other  Person for whose
conduct they are or
may be held responsible,  have been  transported,  treated,
stored,  handled,
transferred, disposed, recycled, or received.

            (d)   Neither   Seller   nor  the   Company
has   any   material
Environmental, Health, and Safety Liabilities with respect
to the Facilities.

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

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

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

      3.20  Employees.

            (a)   Part 3.20 of the Disclosure  Letter
contains (i) a complete
and accurate list of the following  information  for each
employee or director
of the Company,  including each employee on leave of absence
or layoff status:
employer;  name;  job title;  current  compensation  paid or
payable  and any
change  in  compensation  since  September 30,  1997;  and
(ii) a list of all
written contracts of employment with the Company.

            (b)   No  director  or  officer,  or to the
Knowledge  of Seller,
employee  of the  Company,  is a party  to,  or is
otherwise  bound  by,  any
agreement  or   arrangement,   including  any   employment,
confidentiality,
noncompetition,  or  proprietary  rights  agreement,
between such employee or
director and any other Person  ("Proprietary  Rights
Agreement")  that in any
way adversely  affects or will affect (i) the  performance
of his duties as an
employee  or director  of the  Company,  or (ii) the ability
of the Company to
conduct its business,  including any Proprietary Rights
Agreement with Sellers
or the Company by any such  employee or director.  To
Sellers'  Knowledge,  no
director,  officer,  or other key employee of the Company
intends to terminate
his employment with the Company.

            (c)   There are no retired  employees  or
directors of the Company
or dependants who are receiving  benefits or are scheduled
to receive benefits
in the future,  except for Company  Plan  benefits  set
forth in Section  3.13
which are properly accrued on the Financial Statements.

      3.21  Labor  Relations;   Compliance.  Since
September 30,   1997,  the
Company has not been and is not a party to any collective
bargaining or other
labor Contract.  Since  September 30,  1997,  there has not
been, there is not
presently  pending or existing,  and to Sellers' and the
Company's  Knowledge
there is not Threatened,  (a) any strike, slowdown,
picketing, work stoppage,
or employee  grievance  process,  (b) any Proceeding
against or affecting the
Company relating to the alleged violation of any Legal
Requirement  pertaining
to labor  relations or employment  matters,  including any
charge or complaint
filed by an employee or union with the National  Labor
Relations  Board,  the
Equal Employment Opportunity Commission,  or any comparable
Governmental Body,
organizational  activity,  or other  labor or  employment
dispute  against or
affecting  the  Company  or  its  premises,   or  (c)  any
application   for
certification of a collective  bargaining agent. To Sellers'
and the Company's
Knowledge,  no event has occurred or  circumstance  exists
that could  provide
the basis for any work  stoppage or other labor  dispute.
There is no lockout
of any  employees by the Company,  and no such action is
contemplated  by the
Company.  The Company has  complied in all  material
respects  with all Legal
Requirements   relating   to   employment,   equal
employment   opportunity,
nondiscrimination,    immigration,    wages,   hours,
benefits,   collective
bargaining,  the payment of social  security and similar
taxes,  occupational
safety  and  health,  and plant  closing.  The  Company  is
not liable for the
payment  of any  compensation,  damages,  taxes,  fines,
penalties,  or other
amounts,  however designated,  for failure to comply with
any of the foregoing
Legal Requirements.

      3.22  Intellectual Property.

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

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

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

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

            (b)   Agreements.  Part 3.22(b) of the
Disclosure  Letter contains
a complete and accurate list and summary description,
including any royalties
paid  or  received  by  the  Company,   of  all  Contracts
relating  to  the
Intellectual  Property  Assets  to which  Company  is a
party or by which  any
Company  is  bound.  There  are  no  outstanding  and,  to
Sellers'  and  the
Company's  Knowledge,  no Threatened disputes or
disagreements with respect to
any such agreement.

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

            (d)   Patents.  The Company owns no patents.

            (e)   Trademarks.

                  (i)   Part 3.22(e) of Disclosure  Letter
contains a complete
            and  accurate  list and  summary  description
of all  Marks.  The
            Company is the owner of all right,  title and
interest  in and to
            each  of  the  Marks,  free  and  clear  of  all
liens,  security
            interests,  charges,  encumbrances,  equities,
and other  adverse
            claims.

                  (ii)  No  Mark   has  been  or  is  now
involved   in  any
            opposition,  invalidation,  or  cancellation
and, to Sellers' and
            the Company's  Knowledge,  no such action is
Threatened  with the
            respect to any of the Marks.

                  (iii) To Sellers' and the Company's
Knowledge,  there is no
            potentially  interfering trademark or trademark
application of any
            third party.

                  (iv)  No  Mark  is   infringed   or,  to
Sellers'  and  the
            Company's  Knowledge,  has been  challenged  or
threatened in any
            way.  None  of the  Marks  used  by the  Company
infringes  or is
            alleged to infringe any trade name, trademark,
or service mark of
            any third party.

            (f)   Copyrights.

                  (i)   Part  3.22(f)  of the  Disclosure
Letter  contains  a
            complete  and  accurate  list  and  summary
description  of  all
            registered  Copyrights.  The  Company  is the
owner of all  right,
            title and  interest in and to each of the
registered  Copyrights,
            free  and  clear  of  all  liens,  security
interests,   charges,
            encumbrances, equities, and other adverse
claims.

                  (ii)  No  Copyright  is  infringed  or, to
Sellers'  and the
            Company's  Knowledge,  has been  challenged  or
threatened in any
            way.  None  of  the  subject  matter  of  any
of  the  registered
            Copyrights  infringes or is alleged to infringe
any  copyright of
            any third  party or is a  derivative  work
based on the work of a
            third party.

                  (iii) All works  encompassed  by the
registered  Copyrights
            have been marked with the proper copyright
notice.

            (g)   Trade Secrets.

                  (i)   With respect to each Trade Secret,
the  documentation
            relating  to  such  Trade   Secret  is  current,
accurate,   and
            sufficient  in detail and content to  identify
and explain it and
            to  allow  its  full  and  proper  use  without
reliance  on  the
            knowledge or memory of any individual.

                  (ii)  Sellers  and the  Company  have
taken all  reasonable
            precautions to protect the secrecy,
confidentiality,  and value of
            their Trade Secrets.

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

      3.23  Certain Payments.  Since January 1,  1994,
neither the Company nor
any director,  officer, agent, or employee of the Company,
or any other Person
associated  with or acting for or on behalf of the  Company,
has  directly or
indirectly (a) made,  directly or indirectly,  any
contribution,  gift, bribe,
rebate, payoff,  influence payment,  kickback, or other
payment to any Person,
private  or  public,  regardless  of form,  whether  in
money,  property,  or
services (i) to obtain favorable  treatment in securing
business,  (ii) to pay
for  favorable  treatment  for  business  secured,  (iii)
to  obtain  special
concessions or for special concessions already obtained,
for or in respect of
the Company or any  Affiliate  of the  Company,  or (iv) in
violation  of any
Legal  Requirement,   (b)  received,  directly  or
indirectly,  any  rebates,
payments,  commissions,  promotional allowances or any other
economic benefits
from any vendor,  governmental  employee or other Person
with whom the Company
has done business, directly or indirectly,  which would
reasonably be expected
to subject  the  Company to any  damage or penalty in any
civil,  criminal  or
governmental  litigation or proceeding,  or (c)  established
or maintained any
fund or asset  that has not been  recorded  in the  books
and  records  of the
Company.

      3.24  Fraud and Abuse; Financial Relationships. The
Company   does  not
have any  government  contracts,  and the  Company  has no
claims  relating to
Medicare, Medicaid CHAMPUS or other governmental
reimbursements.

      3.25  Relationships  with Related  Persons.  No Seller
or any  Affiliate
of Sellers or of the  Company  has,  or since  January 1,
1994,  has had,  any
interest  in any  property  (whether  real,  personal,  or
mixed  and  whether
tangible or  intangible),  used in or pertaining to the
Company's  businesses.
No  Seller  or any  Affiliate  of  Sellers  or of the
Company  is,  or  since
January 1,  1994 has owned  (of  record  or as a  beneficial
owner) an equity
interest or any other  financial or profit  interest in, a
Person that has (i)
had  business  dealings or a material  financial  interest
in any  transaction
with the  Company,  or (ii)  engaged  in  competition  with
the  Company  with
respect to any line of the  products or services of the
Company (a  "Competing
Business") in any market  presently served by the Company
except for less than
five percent (5%) of the outstanding  capital stock of any
Competing  Business
that is publicly traded on any recognized exchange or in the
over-the-counter
market.  Except as set forth in Part 3.25 of the Disclosure
Letter, no Seller
nor any  Affiliate  of  Sellers or of the  Company is a
party to any  Contract
with, or has any claim or right against, the Company.

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

      3.27  Disclosure.

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

            (b)   No notice given pursuant to Section 5.5
Notification.
Between  the date of this  Agreement  and the Closing  Date,
each Seller will
promptly  notify Buyer in writing if such Seller or the
Company  becomes aware
of any fact or  condition  that  causes  or  constitutes  a
Breach  of any of
Sellers'representations  and warranties as of the date of
this  Agreement,  or
if such Seller or the Company  becomes aware of the
occurrence  after the date
of this  Agreement  of any fact or condition  that would
(except as expressly
contemplated  by this  Agreement)  cause or  constitute  a
Breach  of any such
representation  or warranty had such  representation  or
warranty been made as
of the time of occurrence  or discovery of such fact or
condition.  During the
same period,  each Seller will promptly  notify Buyer of the
occurrence of any
Breach of any covenant of Sellers in this Article 5.
COVENANTS   OF   SELLERS
or of the  occurrence  of any  event  that may make  the
satisfaction  of the
conditions in Article 7.      CONDITIONS  PRECEDENT TO
BUYER'S  OBLIGATION  TO
CLOSE  impossible  or unlikely.  will contain any untrue
statement or omit to
state a material  fact  necessary  to make the  statements
therein or in this
Agreement,  in light  of the  circumstances  in  which  they
were  made,  not
misleading.

            (c)   There is no fact  known  to any  Seller
that  has  specific
application  to any Seller or the  Company  (other  than
general  economic or
industry  conditions)  and  that  materially  adversely
affects  the  assets,
business,  prospects,  financial  condition,  or results of
operations of the
Company  (on a  consolidated  basis)  that  has not  been
set  forth  in this
Agreement or the Disclosure Letter.



                  4. REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Sellers as follows:

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

      4.2   Authority; No Conflict.

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

            (b)   Except  as set forth in Part 4.2 of the
Disclosure  Letter,
neither  the  execution  and  delivery  of this  Agreement
by  Buyer  nor the
consummation or performance of any of the  Contemplated
Transactions by Buyer
will not  materially  breach  and/or  give any  Person  the
right to  prevent,
delay,  or  otherwise  interfere  with  any of the
Contemplated  Transactions
pursuant to:

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

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

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

                  (iv)  any Governmental  Authorization that
is held by Buyer;
            or

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

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

      4.3   Investment  Intent.  Buyer is  acquiring  the
Shares  for its own
account  and not with a view to  their  distribution  within
the  meaning  of
Section 2(11) of the  Securities  Act of 1933, as amended.
Buyer  understands
that  any  resale  of  the  shares  must  be  made  in
compliance   with  the
registration  requirements  of the  Securities  Act of 1933,
as  amended,  or
pursuant to an exemption  therefrom.  Buyer  understands
that the certificate
representing the Shares shall be endorsed with the following
legend:

            THE SHARES  REPRESENTED BY THIS  CERTIFICATE
(A) HAVE
            BEEN  ACQUIRED  FOR   INVESTMENT  AND  HAVE  NOT
BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF
1933,  AS
            AMENDED,  AND  (B) MAY NOT BE SOLD OR
TRANSFERRED  IN
            THE  ABSENCE  OF SUCH  REGISTRATION  OR ANY
EXEMPTION
            THEREFROM UNDER SAID ACT.

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

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

      4.6   Disclosure.

            (a)   No  representation  or warranty  of Buyer
in this  Agreement
omits to state a material fact  necessary to make the
statements  herein,  in
light of the circumstances in which they were made, not
misleading.

            (b)   No notice  given  pursuant to Section  6.4
will  contain any
untrue  statement  or omit to  state a  material  fact
necessary  to make the
statements  therein or in this  Agreement,  in light of the
circumstances  in
which they were made, not misleading.

            (c)   There  is  no  fact  known  to  Buyer
that  has   specific
application to Buyer (other than general economic or
industry  conditions) and
that materially adversely affects the assets, business,
prospects,  financial
condition,  or results of operations of Buyer (on a
consolidated  basis) that
has not been set forth in this Agreement.

                           5. COVENANTS OF SELLERS

      5.1   Access and  Investigation.  Between the date of
this Agreement and
the  Closing  Date,   Sellers  will,  and  will  cause  the
Company  and  its
Representatives  to, (a) afford  Buyer and its
Representatives  full and free
access  to  the  Company's   offices,   facilities,
properties,   equipment,
inventories,  books,  contracts,   commitments,  records
and  other  relevant
information   of  the  business  and  shall  furnish  such
persons  with  all
information  concerning  the business,  assets and financial
condition of the
Company as Buyer and its Representatives  shall reasonably
request;  provided,
however,  that no direct contact with Company  customers
shall be made without
the consent of R. Drake and such access  shall occur in a
manner that does not
disrupt Company employees or business.

      5.2   Operation of the  Businesses  of the Company.
Between the date of
this Agreement and the Closing Date,  Sellers will, and will
cause the Company
to:

            (a)   conduct the  business of the  Company
only in the  Ordinary
Course of Business consistent with past practices;

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

            (c)   not  make  any  material  change  in  the
operation  of the
business;

            (d)   not enter into any material  agreement or
incur any material
liabilities;

            (e)   make all payments to vendors when due;

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

            (g)   otherwise  report   periodically  to
Buyer  concerning  the
status of the business, operations, and finances of the
Company.

      5.3   Negative  Covenant.  Except as  otherwise
expressly  permitted by
this  Agreement,  between the date of this  Agreement  and
the  Closing  Date,
Sellers  will  not,  and will  cause the  Company  not to,
without  the prior
consent of Buyer, take any affirmative  action, or fail to
take any reasonable
action  within their or its  control,  as a result of which
any of the changes
or events listed in Section 3.16    Absence of  Certain
Changes  and  Events.
Except as set forth in Part 3.16 of the Disclosure  Letter,
since the date of
the Interim  Balance Sheet,  the Company has conducted its
businesses  only in
the  Ordinary  Course of  Business  and  there has not been
any:  is likely to
occur.

      5.4   Required  Approvals.  As promptly as practicable
after the date of
this Agreement,  Sellers will, and will cause the Company
to, make all filings
required by Legal  Requirements  to be made by them in order
to consummate the
Contemplated  Transactions.  Between  the  date  of  this
Agreement  and  the
Closing Date,  Sellers will, and will cause the Company to,
(a) cooperate with
Buyer with  respect to all filings that Buyer elects to make
or is required by
Legal  Requirements to make in connection with the
Contemplated  Transactions,
and (b) cooperate with Buyer in obtaining all consents
identified in Part 4.2
of the Disclosure Letter.

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

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

      5.7   No  Negotiation.  Sellers agree that until the
earlier of March 5,
1998 or such date upon which Buyer  notifies  Seller that it
has abandoned the
Contemplated  Transactions,  the Company and  Sellers  shall
deal  exclusively
with Buyer with respect to the  Contemplated  Transactions
and the Company and
Sellers will not, and will direct the  Company's
Representatives  not to, (i)
solicit the submission of proposals or offers from any
person  relating to any
acquisition  or purchase  of all or a material  part of the
assets or stock of
the Company or any merger, consolidation,  or similar
transaction with respect
to  the  Company;   (ii)   participate  in  any  discussions
or  negotiations
regarding,  or furnish any  information  to any other
person other than Buyer
with  respect  to any  such  possible  transaction;  or
(iii)  enter  into any
agreement or  understanding,  whether oral or in writing,
that would  prevent
the consummation of the Contemplated  Transactions.  If,
notwithstanding  the
foregoing,  the Company or the Sellers should receive any
such proposal from a
third party or any inquiry  regarding  any such  proposal,
the Company  shall
promptly inform Buyer thereof.

      5.8   Satisfaction of Obligations.  On or before
December 31,  1997, the
Company shall pay in full all amounts owed to Graeme
Crothall and R. Drake.

      5.9   Payment of 1997  Profits.  Prior to the
Closing,  the Company may
pay out to its employees  and  shareholders  as bonuses or
other  compensation
such amounts as the Company deems  appropriate,  not to
exceed $447,445 in the
aggregate,  provided that (i) there is  sufficient  cash in
the Company to pay
such bonuses and all related payroll taxes;  (ii) if the
Villa DeAnza accounts
receivable is not collected at the time of such payment,
such receivable must
be written off and there shall be a  dollar-for-dollar
reduction in the total
amount  paid  as  bonuses  hereunder;  and  (iii)  all  year-
end  adjustments,
including  without  limitation  expensing  fixed assets
purchased  during the
year, must be booked prior to the payment of such bonuses.



      5.10  Termination  of Company  Qualified  Plan.  The
Company  shall take
all  appropriate  corporate  action no later than the day
before the  Closing
Date to terminate the sole Company  Qualified Plan
maintained by the Company,
effective  no  later  than  the  day  before  the  Closing
Date.  Unless  the
provisions of the Company  Qualified Plan  expressly
provide to the contrary,
appropriate  corporate  action shall mean duly authorized
action by the Board
of Directors of the Company.

                            6. COVENANTS OF BUYER

      6.1   Approvals  of  Governmental  Bodies.  As
promptly  as  practicable
after the date of this  Agreement,  Buyer  will,  and will
cause  each of its
Affiliate to, make all filings  required by Legal
Requirements  to be made by
them to consummate  the  Contemplated  Transactions.
Between the date of this
Agreement and the Closing Date,  Buyer will, and will cause
each Affiliate to,
(a) cooperate  with  Sellers  with  respect to all  filings
that  Sellers are
required by Legal  Requirements  to make in connection  with
the  Contemplated
Transactions,  and (b)  cooperate  with  Sellers  in
obtaining  all  consents
identified in Part 3.2 of the Disclosure Letter;  provided
that this Agreement
will not require  Buyer to dispose of or make any change in
any portion of its
business  or  to  suffer  any  other  material  adverse
effect  to  obtain  a
Governmental Authorization.

      6.2   Loan to the Company.  On or before  December 31,
1997, subject to
customary  conditions,  Buyer  shall  lend the  Company
sufficient  funds (or
arrange  for  financing)  to pay off the  obligations  of
the  Company  due to
Graeme  Crothall  and  R.  Drake  in the  aggregate  amount
of  approximately
$289,750.06  as of December 31, 1997.  The Company  shall
execute and deliver
to Buyer a  promissory  note  (the  "Promissory  Note")  in
the form  attached
hereto as Exhibit  6.2.  The Note shall be secured by a
security  interest  in
all accounts receivable of the Company and the proceeds
thereof.

      6.3   Notification.  Between the date of this
Agreement and the Closing
Date,  Buyer will promptly  notify Seller in writing if
Buyer becomes aware of
any fact or condition  that causes or  constitutes  a Breach
of any of Buyer's
representations  and warranties as of the date of this
Agreement,  or if Buyer
becomes aware of the  occurrence  after the date of this
Agreement of any fact
or condition that would (except as expressly  contemplated
by this Agreement)
cause or constitute a Breach of any such  representation  or
warranty had such
representation  or  warranty  been  made  as of  the  time
or  occurrence  of
discovery  of such fact or  condition.  During  the same
period,  Buyer  will
promptly  notify  Seller of the  occurrence  of any Breach
of any  covenant of
Buyer in this  Article 6 or of the  occurrence  of any event
that may make the
satisfaction of the conditions in Article 8 impossible or
unlikely.

      6.4   Employment Matters.

            (a)   After  the  Closing,  the  Company  will
maintain  a  bonus
program  comparable to the existing  bonus program of the
Company for a period
of two years  following  the Closing,  and all  employees of
the Company other
than Mr. Drake will be entitled to participate in such
program.

            (b)   David Hershberger,  Julius Sacco, Joel
Strandgard,  Ken Wohl
and Janet  Keating  shall be  guaranteed  employment  with
the Company for one
year  following the Closing,  except that such  individuals
may be terminated
for cause.

            (c)   Any  employee  of  the  Company  who is
employed  as of the
Closing Date and who is subsequently  terminated
involuntarily by the Company
without cause during the one-year  period  following the
Closing shall receive
no less than three  months of base  salary as  severance
pay,  provided  such
employee continues to work for the Company until the
termination date.

            (d)   Upon the Closing,  Michelin  shall
receive 5,000 options to
purchase shares of Buyer's common stock,  $.01 par value,
pursuant to Buyer's
standard stock option agreement, and each of David
Hershberger,  Julius Sacco,
Joel  Strandgard,  Ken Wohl and Janet  Keating  shall
receive 3,000 options to
purchase shares of Buyer's Common Stock,  $.01 par value,
pursuant to Buyer's
standard stock option agreement.



            (e)   The Buyer shall  provide  credit for an
employee's  service
            with the Company  prior to the Closing  Date
with respect to those
            employees  of the  Company  who remain  employed
with the Company
            immediately  after the Closing  Date for the
following  purposes:
            (i) for purposes of  determining  both
eligibility to participate
            and vesting under the Morrison  Health Care,
Inc. Salary Deferral
            Plan  (the  "SDP"),   the  Morrison  Health
Care,  Inc.  Deferred
            Compensation  Plan (the  "DCP"),  the Morrison
Health Care,  Inc.
            Management  Retirement  Plan (the "MRP") and the
Morrison  Health
            Care, Inc. Executive  Supplemental  Pension Plan
(the "ESP"); (ii)
            for purposes of  determining  the level of
matching  contributions
            under the SDP and DCP; and (iii) for purposes of
determining  the
            accrual  of  benefits  under the MRP and ESP;
provided,  however,
            that for purposes of crediting  service  under
this clause  (iii),
            only one year of service  credit shall be given
for every two full
            years of service  with the Company  prior to the
Closing  Date and
            no more  than a total of five  years of  service
credit  shall be
            granted to any Company  employee  for service
performed  prior to
            the Closing Date.



            7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO
CLOSE

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

      7.1   Accuracy of Representations.

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

            (b)   Each of Sellers'  representations and
warranties in Sections
3.3,  3.4,  3.12,  and 3.24 must have been  accurate in all
respects as of the
date  of this  Agreement,  and  must be  accurate  in all
respects  as of the
Closing Date as if made on the Closing Date.

      7.2   Sellers' Performance.

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

            (b)   Each   document   required  to  be
delivered   pursuant  to
Section 2.4       Closing  Obligations.   At  the  Closing:
must  have  been
delivered.

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

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

      7.5   Termination  of  Agreements.  Each  of (a)  the
Shareholders  and
Voting  Agreement  dated  June 6,  1997,  (b) the  Stock
Cross  Purchase  and
Redemption  Agreement  dated June 6, 1997,  and (c) the
Stock  Retirement  and
Subscription   Agreement  dated  February  8,  1996,  as
amended,   shall  be
terminated.

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

            (a)   an opinion  of Bonn,  Luscher,  Padden &
Wilkins,  dated the
Closing Date, in the form of Exhibit 7.6(a);

            (b)   an  certificate  executed on behalf of the
Sellers  dated as
of the Closing Date, in the form of Exhibit 7.6(b);

            (c)   a UCC-3  termination  statement  shall be
filed with respect
to all  obligations of the Company  previously owed to
Graeme Crothall and Mr.
Drake and any collateral held by such individuals shall be
released; and

            (d)   such other  documents  as Buyer may
reasonably  request for
the purpose of (i) enabling its counsel to provide the
opinion  referred to in
Section 8.4       Additional  Documents.  Buyer must have
caused the following
documents to be delivered to Sellers:(a),  (ii) evidencing
the accuracy of any
of Sellers'  representations and warranties,
(iii) evidencing the performance
by either Seller of, or the  compliance by either Seller
with, any covenant or
obligation  required  to  be  performed  or  complied  with
by  such  Seller,
(iv) evidencing  the  satisfaction  of  any  condition
referred  to  in  this
Section 7.        CONDITIONS  PRECEDENT  TO BUYER'S
OBLIGATION  TO CLOSE,  or
(v) otherwise  facilitating  the  consummation  or
performance  of any of the
Contemplated Transactions.

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

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

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

      7.10  Board Approval.  The contemplated  transaction
must be approved by
the Board of Directors of Buyer.



           8. CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO
CLOSE

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

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

      8.2   Buyer's Performance.

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

            (b)   Buyer must have delivered each of the
documents  required to
be delivered by Buyer pursuant to Section 2.4   Closing
Obligations.  At  the
Closing:  and must have made the cash  payments  required
to be made by Buyer
pursuant to Section (i) the Initial  Purchase Price by bank
cashier's check or
by wire transfer to the accounts  specified by Sellers,  to
be allocated among
the Sellers pursuant to .

      8.3   Consents.  Each of the  consents  identified  in
Part 4.2  of the
Disclosure  Letter  must  have  been  obtained  and must be
in full  force and
effect.

      8.4   Additional  Documents.   Buyer  must  have
caused  the  following
documents to be delivered to Sellers:

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

            (b)   such other  documents as Sellers may
reasonably  request for
the purpose of (i) enabling  their counsel to provide the
opinion  referred to
in Section (a)    an opinion  of Bonn,  Luscher,  Padden &
Wilkins,  dated the
Closing Date, in the form of Exhibit 7.6(a);,
(ii) evidencing the accuracy of
any representation or warranty of Buyer,  (iii) evidencing
the performance by
Buyer  of,  or the  compliance  by Buyer  with,  any
covenant  or  obligation
required  to be  performed  or  complied  with by Buyer,
(ii) evidencing  the
satisfaction of any condition referred to in this Section 8.
CONDITIONS
PRECEDENT TO  SELLERS'OBLIGATION  TO CLOSE, or (v) otherwise
facilitating the
consummation of any of the Contemplated Transactions.

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

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



                                9. TERMINATION

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

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

            (b)    (i)  by Buyer if any of the conditions in
Section 7.
CONDITIONS  PRECEDENT TO BUYER'S OBLIGATION TO CLOSE has not
been satisfied as
of the  Closing  Date or if  satisfaction  of such a
condition  is or becomes
impossible  (other  than  through  the  failure  of Buyer to
comply  with its
obligations  under this  Agreement) and Buyer has not waived
such condition on
or before the Closing  Date; or (ii) by Sellers,  if any of
the  conditions in
Section 8.        CONDITIONS PRECEDENT TO
SELLERS'OBLIGATION TO CLOSE has not
been satisfied as of the Closing Date or if  satisfaction
of such a condition
is or becomes  impossible (other than through the failure of
Sellers to comply
with their  obligations under this Agreement) and Sellers
have not waived such
condition on or before the Closing Date;

            (c)   by mutual consent of Buyer and Sellers; or

            (d)   by either  Buyer or Sellers if the Closing
has not  occurred
(other  than  through  the  failure  of any party  seeking
to  terminate  this
Agreement to comply fully with its  obligations  under this
Agreement)  on or
before January 31, 1998, or such later date as the parties
may agree upon.

      9.2   Effect of  Termination.  Each party's right of
termination  under
Section 9.1 Termination  Events.  This Agreement may, by
notice given prior to
or at the Closing,  be  terminated:  is in addition to any
other rights it may
have  under  this  Agreement  or  otherwise,  and the
exercise  of a right of
termination  will  not be an  election  of  remedies.  If
this  Agreement  is
terminated pursuant to Section 9.1  Termination  Events.
This  Agreement may,
by notice  given  prior to or at the  Closing,  be
terminated:,  all  further
obligations of the parties under this Agreement  will
terminate,  except that
the obligations in Sections 12.1    Expenses.  Except as
otherwise  expressly
provided  in this  Agreement,  each  party  to this
Agreement  will  bear its
respective  expenses  incurred in connection with the
preparation,  execution,
and  performance  of  this  Agreement  and  the
Contemplated   Transactions,
including  all fees and  expenses  of agents,
representatives,  counsel,  and
accountants. and 12.3   Confidentiality.  Between  the date
of this  Agreement
and the Closing Date, Buyer and Sellers will maintain in
confidence,  and will
cause the directors,  officers,  employees,  agents, and
advisors of Buyer and
the  Company  to  maintain  in  confidence,   any  written,
oral,  or  other
information  obtained in  confidence,  any written oral, or
other  information
obtained in confidence  from another  party or the Company
in connection  with
this Agreement or the Contemplated  Transactions,  unless
(a) such information
is  already  known  to  such  party  or to  others  not
bound  by a  duty  of
confidentiality  or such  information  becomes publicly
available  through no
fault  of  such  party,  (b)  the  use of such  information
is  necessary  or
appropriate  in making  any  filing  or  obtaining  any
consent  or  approval
required for the  consummation of the  Contemplated
Transactions,  or (c) the
furnishing  or  use  of  such  information  is  required  by
or  necessary  or
appropriate  in connection  with legal  proceedings.  will
survive;  provided,
however,  that if this  Agreement  is  terminated  by a
party  because  of the
Breach of the  Agreement  by the  other  party or  because
one or more of the
conditions to the terminating  party's obligations under
this Agreement is not
satisfied  as a  result  of the  other  party's  failure  to
comply  with its
obligations under this Agreement,  the terminating party's
right to pursue all
legal remedies will survive such termination unimpaired.



                        10. INDEMNIFICATION; REMEDIES

      10.1  Survival;  Right to  Indemnification  Not
Affected by  Knowledge.
All   representations,   warranties,   covenants,   and
obligations  in  this
Agreement,  the  Disclosure  Letter,  and any other
certificate  or  document
delivered  pursuant to this Agreement  will survive the
Closing.  The right to
indemnification,   payment  of  Damages   or  other   remedy
based  on  such
representations,  warranties,  covenants, and obligations
will not be affected
by any investigation  conducted with respect to, or any
Knowledge acquired (or
capable of being acquired) at any time,  whether before or
after the execution
and  delivery of this  Agreement  or the  Closing  Date,
with  respect to the
accuracy  or  inaccuracy  of or  compliance  with,  any
such  representation,
warranty,  covenant,  or obligation.  The waiver of any
condition based on the
accuracy  of any  representation  or  warranty,  or on the
performance  of or
compliance  with any  covenant  or  obligation,  will not
affect the right to
indemnification,   payment  of  Damages,   or  other
remedy  based  on  such
representations, warranties, covenants, and obligations.

      10.2  Indemnification  and  Payment  of  Damages  by
Sellers.  Sellers,
jointly and severally,  will indemnify and hold harmless
Buyer,  the Company,
and their respective Representatives,  stockholders,
controlling persons, and
Affiliates (collectively,  the "Indemnified Persons") for,
and will pay to the
Indemnified  Persons  the  amount  of,  any  loss,
liability,  claim,  damage
(including incidental and consequential damages),  expense
(including costs of
investigation  and defense and  reasonable  attorneys'
fees) or diminution of
value,   whether  or  not   involving  a  third-party
claim   (collectively,
"Damages"), arising, directly or indirectly, from or in
connection with:

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

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

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

            (d)   any  product  shipped or  manufactured
by, or any  services
provided by, any the Company prior to the Closing Date;

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

      The remedies provided in this Section 10.2
Indemnification   and
Payment  of  Damages  by  Sellers.   Sellers,  jointly  and
severally,   will
indemnify  and  hold  harmless  Buyer,  the  Company,   and
their  respective
Representatives,    stockholders,    controlling   persons,
and   Affiliates
(collectively,   the   "Indemnified   Persons")  for,  and
will  pay  to  the
Indemnified  Persons  the  amount  of,  any  loss,
liability,  claim,  damage
(including incidental and consequential damages),  expense
(including costs of
investigation  and defense and  reasonable  attorneys'fees)
or  diminution of
value,   whether  or  not   involving  a  third-party
claim   (collectively,
"Damages"),  arising, directly or indirectly, from or in
connection with: will
not be  exclusive  of or limit any other  remedies  that may
be  available  to
Buyer or the other Indemnified Persons.

      10.3  Indemnification   and   Payment   of   Damages
by  Sellers  --
Environmental Matters.  In addition to the provisions of
Section 10.2
Indemnification  and  Payment of  Damages by  Sellers.
Sellers,  jointly  and
severally,  will  indemnify and hold harmless  Buyer,  the
Company,  and their
respective Representatives,  stockholders, controlling
persons, and Affiliates
(collectively,   the   "Indemnified   Persons")  for,  and
will  pay  to  the
Indemnified  Persons  the  amount  of,  any  loss,
liability,  claim,  damage
(including incidental and consequential damages),  expense
(including costs of
investigation  and defense and  reasonable  attorneys'fees)
or  diminution of
value,   whether  or  not   involving  a  third-party
claim   (collectively,
"Damages"),  arising,  directly or  indirectly,  from or in
connection  with:,
Sellers,  jointly and severally,  will indemnify and hold
harmless Buyer,  the
Company,  and the other  Indemnified  Persons for, and will
pay to Buyer,  the
Company,  and the  other  Indemnified  Persons  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly or indirectly, from or in connection with any
Environmental,  Health,
and Safety  Liabilities  arising out of or relating to: (i)
(A) the ownership,
operation,  or  condition  at any time on or prior to the
Closing  Date of the
Facilities  or any other  properties  and assets used by the
Company,  or any
Hazardous  Materials or other contaminants that were present
on the Facilities
or such other  properties  and  assets at any time on or
prior to the  Closing
Date;  or  (ii)  any  Hazardous  Materials  or  other
contaminants,  wherever
located,  that  were,  or  were  allegedly,  generated,
transported,  stored,
treated,  Released,  or otherwise  handled by Sellers or the
Company or by any
other  Person for whose  conduct  they are or may be held
responsible  at any
time on or prior to the Closing Date.

      10.4  Indemnification  and  Payment  of  Damages  by
Buyer.  Buyer  will
indemnify  and hold  harmless  Sellers,  and will pay to
Sellers the amount of
any Damages  arising,  directly or indirectly,  from or in
connection with (a)
any Breach of any  representation  or warranty made by Buyer
in this Agreement
or in any certificate  delivered by Buyer pursuant to this
Agreement,  (b) any
Breach by Buyer of any covenant or obligation of Buyer in
this  Agreement,  or
(c) any claim by any Person for brokerage or finder's fees
or  commissions  or
similar  payments  based upon any agreement or
understanding  alleged to have
been made by such  Person  with Buyer (or any Person  acting
on its behalf) in
connection  with any of the  Contemplated  Transactions.
Notwithstanding  the
foregoing,  in the case of any  Damages  arising  out of a
third  party  claim
brought  against  Parent  based on the conduct of its
business as a whole (as
opposed  to just the  business  of  Drake),  Parent  will
pay any  reasonable
defense  costs  related  thereto.  The remedies  provided in
this Section 10.4
will not be exclusive of or limit any other  remedies that
may be available to
Sellers.

      10.5  Time  Limitations.  If the Closing  occurs,
Sellers  will have no
liability   (for   indemnification   or   otherwise)   with
respect  to  any
representation  or warranty,  or covenant or  obligation  to
be performed  and
complied  with prior to the Closing  Date,  other than those
in Sections  3.3,
3.11,  3.13  (with  respect to matters  other than Tax),
3.19,  3.23 and 3.24
unless on or before the second  anniversary of the Closing
Date Buyer notifies
Sellers of a claim  specifying  the factual  basis of that
claim in reasonable
detail to the  extent  then known by Buyer;  a claim  with
respect to Section
3.11,  3.13,  3.23 or 3.24  shall be made  within  the
applicable  statute of
limitations;  a claim  with  respect  to  Sections  3.3 or
3.19 or a claim for
indemnification  or reimbursement  based upon any covenant
or obligation to be
performed and complied  with after the Closing Date,  may be
made at any time.
If the Closing occurs,  Buyer will have no liability (for
indemnification  or
otherwise)  with respect to any  representation  or
warranty,  or covenant or
obligation  to be  performed  and  complied  with prior to
the  Closing  Date,
unless on or before the second  anniversary  from the
Closing  Date,  Sellers
notify  Buyer  of a claim  specifying  the  factual  basis
of that  claim  in
reasonable  detail  to  the  extent  then  known  by
Sellers;   a  claim  for
indemnification  or reimbursement  based upon any covenant
or obligation to be
performed  or complied  with after the  Closing  Date may be
made at any time.
Notwithstanding  the  foregoing,  no party hereto  shall
waive any  applicable
statute of limitations with respect to any third party
claim.

      10.6  Limitations  on Amount -- Sellers.  Sellers will
have no liability
(for  indemnification  or otherwise) with respect to the
matters  described in
Section 10.2      Indemnification   and   Payment  of
Damages  by   Sellers.
Sellers,  jointly and severally,  will indemnify and hold
harmless Buyer,  the
Company,  and  their  respective  Representatives,
stockholders,  controlling
persons,  and Affiliates  (collectively,  the "Indemnified
Persons") for, and
will pay to the  Indemnified  Persons  the  amount  of,  any
loss,  liability,
claim,  damage  (including  incidental  and  consequential
damages),  expense
(including costs of investigation  and defense and
reasonable  attorneys'fees)
or  diminution  of  value,  whether  or  not  involving  a
third-party  claim
(collectively,  "Damages"),  arising,  directly  or
indirectly,  from  or  in
connection  with:  until the total of all Damages with
respect to such matters
exceeds  $25,000,  and once such threshold is met, Sellers
shall be liable for
all Damages,  including,  without  limitation,  such
$25,000.  However,  this
Section  Error!  Not a valid  bookmark  self-reference.
will not apply to any
intentional Breach by any Seller of any representation,
warranty, covenant or
obligation,  and Sellers will be jointly and severally
liable for all Damages
with respect to such Breaches.

      10.7  Limitations  on Amount --  Buyers.  Buyer  will
have no  liability
(for  indemnification  or otherwise) with respect to the
matters  described in
Section 10.4      Indemnification  and  Payment  of  Damages
by Buyer.  Buyer
will indemnify and hold harmless  Sellers,  and will pay to
Sellers the amount
of any Damages  arising,  directly or indirectly,  from or
in connection  with
(a) any  Breach  of any  representation  or  warranty  made
by  Buyer  in this
Agreement  or  in  any  certificate   delivered  by  Buyer
pursuant  to  this
Agreement,  (b) any Breach by Buyer of any covenant or
obligation of Buyer in
this Agreement,  or (c) any claim by any Person for
brokerage or finder's fees
or commissions or similar  payments based upon any agreement
or  understanding
alleged to have been made by such Person  with Buyer (or any
Person  acting on
its behalf) in connection  with any of the  Contemplated
Transactions.  until
the total of all Damages  with respect to such matters
exceeds  $25,000,  and
once such threshold is met, Buyer shall be liable for all
Damages,  including,
without  limitation,  such $25,000.  However,  this Section
Error! Not a valid
bookmark self-reference.  will not apply to any intentional
Breach by Buyer of
any  representation,  warranty,  covenant  or  obligation,
and Buyer  will be
liable for all Damages with respect to such Breaches.

      10.8  Procedure For Indemnification -- Third Party
Claims.

            (a)   Promptly  after  receipt  by  an
indemnified   party  under
Section 10.2      Indemnification   and   Payment  of
Damages  by   Sellers.
Sellers,  jointly and severally,  will indemnify and hold
harmless Buyer,  the
Company,  and  their  respective  Representatives,
stockholders,  controlling
persons,  and Affiliates  (collectively,  the "Indemnified
Persons") for, and
will pay to the  Indemnified  Persons  the  amount  of,  any
loss,  liability,
claim,  damage  (including  incidental  and  consequential
damages),  expense
(including costs of investigation  and defense and
reasonable  attorneys'fees)
or  diminution  of  value,  whether  or  not  involving  a
third-party  claim
(collectively,  "Damages"),  arising,  directly  or
indirectly,  from  or  in
connection with:, 10.4  Indemnification  and  Payment  of
Damages  by  Buyer.
Buyer will  indemnify and hold harmless  Sellers,  and will
pay to Sellers the
amount of any Damages arising,  directly or indirectly,
from or in connection
with (a) any Breach of any  representation  or warranty
made by Buyer in this
Agreement  or  in  any  certificate   delivered  by  Buyer
pursuant  to  this
Agreement,  (b) any Breach by Buyer of any covenant or
obligation of Buyer in
this Agreement,  or (c) any claim by any Person for
brokerage or finder's fees
or commissions or similar  payments based upon any agreement
or  understanding
alleged to have been made by such Person  with Buyer (or any
Person  acting on
its behalf) in connection with any of the Contemplated
Transactions.,  or (to
the extent provided in the last sentence of Section 10.3
Indemnification
and  Payment of Damages by Sellers --  Environmental
Matters.  In addition to
the provisions of Section 10.2      Indemnification and
Payment of Damages by
Sellers.  Sellers,  jointly and  severally,  will  indemnify
and hold harmless
Buyer,  the  Company,  and  their  respective
Representatives,  stockholders,
controlling persons, and Affiliates (collectively,  the
"Indemnified Persons")
for,  and will  pay to the  Indemnified  Persons  the
amount  of,  any  loss,
liability,  claim,  damage (including  incidental and
consequential  damages),
expense   (including  costs  of  investigation   and
defense  and  reasonable
attorneys'fees)   or  diminution   of  value,   whether  or
not  involving  a
third-party claim (collectively,  "Damages"), arising,
directly or indirectly,
from or in connection with:,  Sellers,  jointly and
severally,  will indemnify
and hold harmless Buyer, the Company,  and the other
Indemnified  Persons for,
and will pay to Buyer,  the  Company,  and the other
Indemnified  Persons the
amount of, any  Damages  (including  costs of cleanup,
containment,  or other
remediation)  arising,  directly or  indirectly,  from or in
connection  with)
Section 10.3      Indemnification  and  Payment  of  Damages
by  Sellers  --
Environmental Matters.  In addition to the provisions of
Section 10.2
Indemnification  and  Payment of  Damages by  Sellers.
Sellers,  jointly  and
severally,  will  indemnify and hold harmless  Buyer,  the
Company,  and their
respective Representatives,  stockholders, controlling
persons, and Affiliates
(collectively,   the   "Indemnified   Persons")  for,  and
will  pay  to  the
Indemnified  Persons  the  amount  of,  any  loss,
liability,  claim,  damage
(including incidental and consequential damages),  expense
(including costs of
investigation  and defense and  reasonable  attorneys'fees)
or  diminution of
value,   whether  or  not   involving  a  third-party
claim   (collectively,
"Damages"),  arising,  directly or  indirectly,  from or in
connection  with:,
Sellers,  jointly and severally,  will indemnify and hold
harmless Buyer,  the
Company,  and the other  Indemnified  Persons for, and will
pay to Buyer,  the
Company,  and the  other  Indemnified  Persons  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly  or  indirectly,  from  or  in  connection  with
of  notice  of  the
commencement of any Proceeding  against it, such indemnified
party will, if a
claim is to be made against an  indemnifying  party under
such  Section,  give
notice to the  indemnifying  party of the  commencement of
such claim, but the
failure to notify the  indemnifying  party will not relieve
the  indemnifying
party of any liability that it may have to any  indemnified
party,  except to
the extent that the indemnifying  party  demonstrates that
the defense of such
action is prejudiced by the indemnifying party's failure to
give such notice.

            (b)   If any Proceeding referred to in Section
(a)    Promptly
after receipt by an indemnified party under Section 10.2
Indemnification
and  Payment of Damages by  Sellers.  Sellers,  jointly  and
severally,  will
indemnify  and  hold  harmless  Buyer,  the  Company,   and
their  respective
Representatives,    stockholders,    controlling   persons,
and   Affiliates
(collectively,   the   "Indemnified   Persons")  for,  and
will  pay  to  the
Indemnified  Persons  the  amount  of,  any  loss,
liability,  claim,  damage
(including incidental and consequential damages),  expense
(including costs of
investigation  and defense and  reasonable  attorneys'fees)
or  diminution of
value,   whether  or  not   involving  a  third-party
claim   (collectively,
"Damages"), arising, directly or indirectly, from or in
connection      , 10.4
with:Indemnification  and  Payment of Damages by Buyer.
Buyer will  indemnify
and hold harmless  Sellers,  and will pay to Sellers the
amount of any Damages
arising, directly or indirectly,  from or in connection with
(a) any Breach of
any  representation  or  warranty  made by Buyer in this
Agreement  or in any
certificate  delivered by Buyer pursuant to this Agreement,
(b) any Breach by
Buyer of any covenant or  obligation  of Buyer in this
Agreement,  or (c) any
claim by any Person for brokerage or finder's fees or
commissions  or similar
payments based upon any agreement or  understanding  alleged
to have been made
by such Person with Buyer (or any Person  acting on its
behalf) in  connection
with any of the Contemplated Transactions.,  or (to the
extent provided in the
last sentence of Section 10.3 Indemnification  and  Payment
of  Damages  by
Sellers --  Environmental  Matters.  In addition to the
provisions of Section
10.2              Indemnification   and   Payment  of
Damages  by   Sellers.
Sellers,  jointly and severally,  will indemnify and hold
harmless Buyer,  the
Company,  and  their  respective  Representatives,
stockholders,  controlling
persons,  and Affiliates  (collectively,  the "Indemnified
Persons") for, and
will pay to the  Indemnified  Persons  the  amount  of,  any
loss,  liability,
claim,  damage  (including  incidental  and  consequential
damages),  expense
(including costs of investigation  and defense and
reasonable  attorneys'fees)
or  diminution  of  value,  whether  or  not  involving  a
third-party  claim
(collectively,  "Damages"),  arising,  directly  or
indirectly,  from  or  in
connection  with:,  Sellers,  jointly and  severally,  will
indemnify and hold
harmless Buyer, the Company,  and the other Indemnified
Persons for, and will
pay to Buyer, the Company,  and the other  Indemnified
Persons the amount of,
any Damages  (including costs of cleanup,  containment,  or
other remediation)
arising, directly or indirectly, from or in connection with)
Section 10.3
Indemnification  and Payment of Damages by Sellers --
Environmental  Matters.
In addition to the provisions of Section 10.2
Indemnification  and  Payment
of Damages by Sellers.  Sellers,  jointly and  severally,
will  indemnify and
hold  harmless  Buyer,  the  Company,  and their  respective
Representatives,
stockholders,   controlling   persons,  and  Affiliates
(collectively,   the
"Indemnified  Persons")  for,  and will  pay to the
Indemnified  Persons  the
amount  of, any loss,  liability,  claim,  damage
(including  incidental  and
consequential damages),  expense (including costs of
investigation and defense
and  reasonable  attorneys'fees)  or  diminution  of  value,
whether  or  not
involving a third-party claim (collectively,  "Damages"),
arising, directly or
indirectly,  from or in connection with:, Sellers, jointly
and severally, will
indemnify  and hold harmless  Buyer,  the Company,  and the
other  Indemnified
Persons for, and will pay to Buyer,  the  Company,  and the
other  Indemnified
Persons the amount of, any Damages  (including costs of
cleanup,  containment,
or other remediation) arising,  directly or indirectly,
from or in connection
with  of  notice  of the  commencement  of any  Proceeding
against  it,  such
indemnified  party  will,  if a claim is to be made  against
an  indemnifying
party  under  such  Section,  give  notice  to the
indemnifying  party of the
commencement of such claim, but the failure to notify the
indemnifying  party
will not relieve the  indemnifying  party of any liability
that it may have to
any  indemnified  party,  except to the  extent  that the
indemnifying  party
demonstrates   that  the  defense  of  such  action  is
prejudiced   by  the
indemnifying  party's  failure  to give such  notice.  is
brought  against an
indemnified  party  and it  gives  notice  to the
indemnifying  party  of the
commencement  of such  Proceeding,  the  indemnifying  party
will,  unless the
claim involves  Taxes,  be entitled to participate in such
Proceeding and, to
the extent that it wishes (unless (i) the  indemnifying
party is also a party
to such  Proceeding and the  indemnified  party  determines
in good faith that
joint  representation  would be inappropriate,  or (ii) the
indemnifying party
fails  to  provide  reasonable  assurance  to  the
indemnified  party  of its
financial capacity to defend such Proceeding and provide
indemnification with
respect to such  Proceeding),  to assume the defense of such
Proceeding  with
counsel  reasonably  satisfactory to the  indemnified  party
and, after notice
from the  indemnifying  party to the  indemnified  party  of
its  election  to
assume the defense of such  Proceeding,  the  indemnifying
party will not, as
long as it  diligently  conducts such  defense,  be liable
to the  indemnified
party under this Section 10.  INDEMNIFICATION;  REMEDIES for
any fees of other
counsel or any other expenses with respect to the defense of
such  Proceeding,
in each case  subsequently  incurred by the  indemnified
party in  connection
with  the  defense  of  such  Proceeding,   other  than
reasonable  costs  of
investigation.  If the indemnifying party assumes the
defense of a Proceeding,
(i) it will be  conclusively  established  for purposes of
this Agreement that
the claims  made in that  Proceeding  are  within the scope
of and  subject to
indemnification;  (ii) no  compromise  or  settlement  of
such  claims  may be
effected by the  indemnifying  party without the
indemnified  party's consent
unless  (A)  there  is no  finding  or  admission  of any
violation  of Legal
Requirements  or any  violation  of the  rights of any
Person and no effect on
any other claims that may be made against the indemnified
party,  and (B) the
sole  relief  provided  is  monetary  damages  that  are
paid  in full by the
indemnifying  party;  and (iii) the  indemnified  party will
have no liability
with respect to any compromise or settlement of such claims
effected  without
its consent.  If notice is given to an indemnifying  party
of the commencement
of any Proceeding and the  indemnifying  party does not,
within ten days after
the indemnified  party's notice is given, give notice to the
indemnified party
of its  election to assume the defense of such  Proceeding,
the  indemnifying
party  will be  bound  by any  determination  made in such
Proceeding  or any
compromise  or  settlement  effected by the  indemnified
party,  absent gross
negligence  or  willful  misconduct  on the  part  of the
indemnified  party.
Notwithstanding  the foregoing,  the indemnified party in
such cases shall use
its  reasonable  best  efforts to  provide  notice of
material  events in any
Proceeding and attempt to obtain the consent of the
indemnifying  party to any
compromise or settlement.

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

            (d)   Sellers  and  Buyer  hereby  consent  to
the  non-exclusive
jurisdiction  of any  court in  which a  Proceeding  is
brought  against  any
Indemnified  Person for purposes of any claim that an
Indemnified  Person may
have under this  Agreement  with  respect to such
Proceeding  or the  matters
alleged  therein,  and agree  that  process  may be served
on Sellers or Buyer
with respect to such a claim anywhere in the world.

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

      10.10 Insurance  Coverages.  Notwithstanding  any of
the  foregoing,  an
indemnifying  party shall not be liable for the amount of
damages recovered by
the indemnified  party from any insurance  policies unless
otherwise agreed to
by  the  parties,  and  this  indemnification  shall  not
be  interpreted  or
construed,  and the  parties  do not  intend  it,  to negate
or limit any such
coverages.







                            11. Dispute Resolution

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

      11.2  Dispute Resolution Procedures.

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

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

                  (i)   if the  parties  have not  agreed
within 15  calendar
            days of the  Mediation  Request  on the
selection  of a  mediator
            willing  to serve,  CPR,  upon the  request of
either the Buyer or
            the Sellers,  shall appoint a member of the CPR
Panels of Neutrals
            as the mediator, and

                  (ii)  efforts to reach a settlement  will
continue until the
            conclusion  of the  proceedings,  which  shall
be  deemed to occur
            upon the earliest of the date that:  (A) a
written  settlement  is
            reached,  or (B) the mediator concludes and
informs the parties in
            writing  that  further  efforts  would not be
useful,  or (C) the
            parties agree in writing that an impasse has
been reached,  or (D)
            a period  of 30  calendar  days has  passed
since  the  Mediation
            Request and none of the events specified in the
foregoing  clauses
            (A), (B) or (C) has  occurred.  No party may
withdraw  before the
            conclusion of the proceeding.

            (c)   If a Dispute is not  resolved  by
negotiation  pursuant  to
Section (a)       If  a  Dispute   arises,   the  parties
shall  follow  the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve  any such  Dispute by  nonbinding  mediation.
Either the Buyer or the
Sellers  may  initiate  a  nonbinding  mediation  proceeding
by a request  in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.  of this  Agreement
or by  mediation
pursuant to Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve  any such  Dispute by  nonbinding  mediation.
Either the Buyer or the
Sellers  may  initiate  a  nonbinding  mediation  proceeding
by a request  in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  the parties
shall  attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement  within 70 calendar days after initiation
of the negotiation
process pursuant to Section (a)     If a Dispute  arises,
the  parties  shall
follow  the  procedures  specified  in this  Article  11.
The  parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations  pursuant to Section  11.2(a),  the parties
shall attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  such  Dispute and
any other  claims
arising out of or relating to this  Agreement  may be heard,
adjudicated  and
determined by arbitration before a single arbitrator
pursuant to the rules of
the American  Arbitration  Association  ("AAA").
Arbitration may be commenced
at any time by any party hereto giving  written  notice to
each other party to
a dispute  that such a dispute  has been  referred to
arbitration  under this
Section 11.2. The arbitrator  shall be selected by the joint
agreement of the
parties,  but if they do not so agree  within  20 days
after  the date of the
notice  referred to in the preceding  sentence,  the
selection  shall be made
pursuant to the rules from the panels of  arbitrators
maintained  by the AAA.
Any award rendered by the arbitrator  shall be conclusive
and binding upon the
parties hereto;  provided,  however,  that any such award
shall be accompanied
by a written  opinion  of the  arbitrator  giving the
reasons  for the award.
This  provision  for  arbitration  shall be  specifically
enforceable  by the
parties,  and the decision of the  arbitrator in accordance
herewith shall be
final and  binding  and there  shall be no right of appeal
therefrom.  Unless
otherwise  designated by the arbitrator as a result of
fault, each party shall
pay its own expenses of arbitration  and the expenses of the
arbitrator  shall
be equally shared.

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

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

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

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

      11.7  Enforcement.  The parties  regard the
obligations in this Article
11 to  constitute  an essential  provision of this
Agreement  and one that is
legally  binding on them.  In case of a violation of the
obligations  in this
Article 11 by either the Buyer or the  Sellers,  the other
party may bring an
action to seek  enforcement of such  obligations in any
state or federal court
specified in Section (c)      If a  Dispute  is not
resolved  by  negotiation
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve  any such  Dispute by  nonbinding  mediation.
Either the Buyer or the
Sellers  may  initiate  a  nonbinding  mediation  proceeding
by a request  in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.  of this  Agreement
or by  mediation
pursuant to Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve  any such  Dispute by  nonbinding  mediation.
Either the Buyer or the
Sellers  may  initiate  a  nonbinding  mediation  proceeding
by a request  in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  the parties
shall  attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement  within 70 calendar days after initiation
of the negotiation
process pursuant to Section (a)     If a Dispute  arises,
the  parties  shall
follow  the  procedures  specified  in this  Article  11.
The  parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either the Buyer or the  Sellers may give the other  party
written  notice of
any Dispute not resolved in the normal  course of business.
The parties shall
meet at a mutually  acceptable  time and place  within 15
calendar  days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the  Dispute  has not been  resolved  by the
parties  within  30
calendar days of the disputing  party's notice, or if the
parties fail to meet
within such 15  calendar  days,  either the Buyer or the
Sellers may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations  pursuant to Section  11.2(a),  the parties
shall attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  such  Dispute and
any other  claims
arising out of or relating to this  Agreement  may be heard,
adjudicated  and
determined by arbitration .

      11.8  Costs.  The parties shall pay their own costs,
fees, and expenses
incurred in connection with the application of the
provisions of Sections (a)
If a Dispute  arises,  the parties  shall follow the
procedures  specified in
this Article 11. The parties shall promptly  attempt to
resolve any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not resolved by negotiations pursuant to Section
(a)   If         a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not resolved by negotiations pursuant to Section
(a)   If         a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not  resolved  by  negotiations  pursuant to
Section  11.2(a),  the
parties  shall attempt in good faith to resolve any such
Dispute by nonbinding
mediation.  Either  the  Buyer  or  the  Sellers  may
initiate  a  nonbinding
mediation  proceeding  by a  request  in  writing  to  the
other  party  (the
"Mediation  Request"),  and both parties will then be
obligated to engage in a
mediation.  The  proceeding  will be  conducted  in
accordance  with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  the parties
shall  attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such  intention and may also be  accompanied
by legal counsel.
and (b)  If the Dispute is not  resolved by  negotiations
pursuant to Section
(a)      If  a  Dispute  arises,  the  parties  shall
follow  the  procedures
specified in this Article 11. The parties  shall  promptly
attempt to resolve
any  Dispute  by  negotiations  between  themselves.  Either
the Buyer or the
Sellers may give the other party  written  notice of any
Dispute not  resolved
in the  normal  course of  business.  The  parties  shall
meet at a  mutually
acceptable  time and place  within 15  calendar  days after
delivery  of such
notice,  and  thereafter  as  often  as they  reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by negotiations  between  themselves.
Either the Buyer
or the  Sellers  may give the other  party  written  notice
of any Dispute not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within 15 calendar days
after delivery of
such notice,  and thereafter as often as they reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been  resolved by the parties  within 30
calendar  days of the
disputing  party's  notice,  or if the  parties  fail to
meet  within  such 15
calendar  days,  either the Buyer or the Sellers  may
initiate  mediation  as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve  any such  Dispute by  nonbinding  mediation.
Either the Buyer or the
Sellers  may  initiate  a  nonbinding  mediation  proceeding
by a request  in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  the parties
shall  attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  In addition, the fees and expenses of
CPR and the mediator
in connection with the application of the provisions of
Section (b)     If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not resolved by negotiations pursuant to Section
(a)   If         a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not resolved by negotiations pursuant to Section
(a)   If         a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations between themselves.  Either the Buyer or the
Sellers may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within 15 calendar  days after  delivery of such  notice,
and  thereafter  as
often as they reasonably deem necessary,  to exchange
relevant information and
to attempt to resolve the  Dispute.  If the  Dispute has not
been  resolved by
the parties  within 30 calendar days of the disputing
party's  notice,  or if
the parties  fail to meet within  such 15 calendar  days,
either the Buyer or
the Sellers may initiate mediation as provided in Section
(b)     If       the
Dispute is not  resolved  by  negotiations  pursuant to
Section  11.2(a),  the
parties  shall attempt in good faith to resolve any such
Dispute by nonbinding
mediation.  Either  the  Buyer  or  the  Sellers  may
initiate  a  nonbinding
mediation  proceeding  by a  request  in  writing  to  the
other  party  (the
"Mediation  Request"),  and both parties will then be
obligated to engage in a
mediation.  The  proceeding  will be  conducted  in
accordance  with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be  given  at least  three  business
days'  notice  of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either  the  Buyer  or  the  Sellers  may  initiate  a
nonbinding   mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three  business days' notice of such
intention and may
also be  accompanied  by legal  counsel.,  the parties
shall  attempt in good
faith to resolve any such Dispute by  nonbinding  mediation.
Either the Buyer
or the Sellers may initiate a nonbinding  mediation
proceeding by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the other  negotiator  shall be given at
least three business
days' notice of such intention and may also be accompanied
by legal  counsel.,
the  parties  shall  attempt  in good  faith to  resolve
any such  Dispute by
nonbinding  mediation.  Either  the  Buyer  or  the  Sellers
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business Disputes,  with the following exceptions:  of this
Agreement shall be
borne 50% by the Buyer and 50% by the Sellers.

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

      11.10 Injunctive Relief Notwithstanding  any
provision  to the contrary
      contained  in this Article II, in the event a remedy
at law for a breach
      of any provision would be inadequate,  the non-
breaching  party shall be
      entitled to seek temporary or permanent injunctive
relief.



                            12. GENERAL PROVISIONS

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

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

      12.3  Confidentiality.  Between  the  date  of  this
Agreement  and the
Closing Date,  Buyer and Sellers will maintain in
confidence,  and will cause
the  directors,  officers,  employees,  agents,  and
advisors of Buyer and the
Company to maintain in  confidence,  any written,  oral, or
other  information
obtained in  confidence,  any written oral, or other
information  obtained in
confidence  from  another  party  or  the  Company  in
connection  with  this
Agreement or the  Contemplated  Transactions,  unless (a)
such  information is
already   known  to  such   party  or  to  others  not
bound  by  a  duty  of
confidentiality  or such  information  becomes publicly
available  through no
fault  of  such  party,  (b)  the  use of such  information
is  necessary  or
appropriate  in making  any  filing  or  obtaining  any
consent  or  approval
required for the  consummation of the  Contemplated
Transactions,  or (c) the
furnishing  or  use  of  such  information  is  required  by
or  necessary  or
appropriate in connection with legal proceedings.

      If the Contemplated  Transactions  are not
consummated,  each party will
return or destroy as much of such written  information  as
the other party may
reasonably request.

      12.4  Notices.    All   notices,    consents,
waivers,    and   other
communications  under this  Agreement must be in writing and
will be deemed to
have been duly given when (a) delivered by hand (with
written  confirmation of
receipt),  (b) sent by  telecopier  (with  written
confirmation  of receipt),
provided that a copy is mailed by registered mail,  return
receipt  requested,
or (c) when  received by the  addressee,  if sent by a
nationally  recognized
overnight  delivery  service  (receipt   requested),   in
each  case  to  the
appropriate  addresses  and  telecopier  numbers  set forth
below (or to such
other  addresses and telecopier  numbers as a party may
designate by notice to
the other parties):







                              The Company or Sellers:
                              Drake Management Services,
Inc.
                              6263 North Scottsdale Road
                              Suite 210
                              Scotsdale, Arizona  85250
                              Facsimile:  (602) 951-9372



                               with a copy to:
                              Bonn, Luscher, Padden &
Wilkins
                              805 North Second Street
                              Phoenix, Arizona  85004
                              Attn:  Jon D. Ehlinger
                              Facsimile:  (602) 254-0656



                              Buyer:

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


                              with a copy to:

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

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

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

      12.7  Entire Agreement and Modification.  This
Agreement  supersedes all
prior  agreements  between the  parties  with  respect to
its  subject  matter
(including  the Letter of Intent  between Buyer and Sellers
dated  December 5,
1997)  and  constitutes   (along  with  the  documents
referred  to  in  this
Agreement) a complete and  exclusive  statement of the terms
of the  agreement
between the parties with respect to its subject  matter.
This  Agreement  may
not be  amended  except by a  written  agreement  executed
by the party to be
charged with the amendment.

      12.8  Disclosure Letter.

            (a)   The  disclosures in the  Disclosure
Letter must relate only
to the  representations  and  warranties  in the Section of
the  Agreement  to
which they expressly  relate and not to any other
representation  or warranty
in this Agreement.

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

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

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

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

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

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

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



       [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY
LEFT BLANK.]


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



                                      BUYER:

                                      MORRISON HEALTH CARE,
INC.



                                      By:       /s/ Glenn Davenport
                                         ------------------------
                                      Name:     Glenn Davenport
                                      Title:    President & CEO



                                      THE COMPANY:

                                      DRAKE MANAGEMENT
SERVICES, INC.



                                      By:       /s/ Richard
Drake
                                          ------------------
--------
                                      Name:     Richard
Drake
                                      Title:    President



                                      SELLERS:



                                                Richard
Drake
                                                ------------
-------------------

                                      Drake Family
Revocable  Trust,  Richard
                                      or Dianne Drake
Trustee under  agreement
                                      dated September 17,
1991

                                      By:  Richard Drake,
Trustee





                                                /s/ Richard
Drake
                                                ------------
------------------
                                                RICHARD
DRAKE





                                                /s/  Dianne
L. Drake
                                                ------------
------------------
                                                DIANNE DRAKE





                                                /s/
Philippe Michelin
                                                ------------
------------------
                                                PHILIPPE
MICHELIN









EXHIBIT 10.35

                           ASSET PURCHASE AGREEMENT

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

                                   RECITALS

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

                                  AGREEMENT

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

                                1. DEFINITIONS

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

      "Accounts Receivable" - as defined in Section 3.6.

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

      "Agreement" - as defined in the Preamble.

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

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

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

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

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

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

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

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

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

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

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

            (j)   The name "Spectra Services;" and

            (k)   All goodwill relating to the Business;

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

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

      "Balance Sheet" - as defined in Section 0.

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

      "Business" - as defined in the Recitals.

      "Buyer" - as defined in the Preamble.

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

      "Closing" - as defined in Section 0.

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

      "Company" - as defined in the Preamble.

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

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

      "Competing Business" - as defined in Section 3.24.

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

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

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

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

      "Damages" - as defined in Section 0.

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

      "Dispute" - as defined in Section 11.1.

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

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

      "Employment Agreements" - as defined in Section (ii)
employment
agreements  in  the  form  of  Exhibit   2.5(a)(ii),
executed  by  James  W.
HemphillandMark De Iorio (collectively, the "Employment
Agreements");.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "Purchase Price" - as defined in Section 2.3.

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

      "Replacement" - as defined in Section 11.9.

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

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

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

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

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

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

            2. TRANSFER OF ASSETS AND ASSUMED LIABILITIES;
CLOSING

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

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

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

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

      2.5   Closing Obligations.  At the Closing:

            (a)   The Company will deliver to Buyer:

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

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

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

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

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

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

            (b)   Buyer will deliver to the Company:

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

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

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

                  (iv)  the Employment Agreements, executed
by Buyer;

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

                  (vi)  the documents contemplated by
Section 8.4 hereof.

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

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

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

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

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

               3. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

      The Company represents and warrants to Buyer as
follows:

      3.1   Organization and Good Standing.

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

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

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

      3.2   Authority; No Conflict.

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

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

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

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

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

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

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

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

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

      3.3   Financial   Statements.   The  Company  has
delivered  to  Buyer:
unaudited  balance  sheets of the  Business  as at  December
31 in each of the
years 1995, 1996 and 1997 and the related  unaudited
statements of income and
changes  in  stockholders'  equity for each of the  fiscal
years then  ended,
including a balance  sheet of the Business as at December
31, 1997  (including
the notes  thereto,  the  "Balance  Sheet"),  and the
related  statements  of
income,  changes  in  stockholders'  equity  and cash  flow
for the year  then
ended.  Such  financial  statements  and notes  fairly
present the  financial
condition and the results of operations,  changes in
stockholders'  equity and
cash flow of the  Company as at the  respective  dates of
and for the  periods
referred to in such financial  statements,  all in
accordance  with GAAP, with
the following  exceptions:  (a) there are no notes;
(b) there are no accounts
receivable  reflected;   (c)  there  is  no  accrued
vaction  reflected;  and
(d) depreciation  is  determined  on a tax  basis.  The
financial  statements
referred  to in  this  Section Error!  Not a  valid
bookmark  self-reference.
reflect the consistent  application of such accounting
principles  throughout
the periods involved.

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

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

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

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

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

      3.9   Taxes.

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

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

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

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

      3.11  Employee Benefits.

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

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

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

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

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

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

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

      3.12  Compliance with Legal Requirements; Governmental
Authorizations.

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

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

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

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

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

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

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

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

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

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

      3.13  Legal Proceedings; Orders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      3.15  Contracts; No Defaults.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      3.18  Employees.

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

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

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

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

      3.20  Intellectual Property.

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

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

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

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

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

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

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

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

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

            (g)   Trade Secrets.

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

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

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

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

      3.23  Disclosure.

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

            (b)   No notice given pursuant to Section 5.6
Notification.Between  the date of this  Agreement  and the
Closing  Date,  the
Company will promptly  notify Buyer in writing if it becomes
aware of any fact
or  condition  that  causes or  constitutes  a Breach of any
of the  Company's
representations  and  warranties as of the date of this
Agreement,  or if the
Company  becomes aware of the  occurrence  after the date of
this Agreement of
any fact or condition  that would  (except as expressly
contemplated  by this
Agreement)  cause  or  constitute  a  Breach  of any  such
representation  or
warranty  had such  representation  or  warranty  been  made
as of the time of
occurrence  or  discovery of such fact or  condition.
During the same period,
the Company will promptly  notify Buyer of the occurrence of
any Breach of any
covenant of the Company in this Article 5.      COVENANTS
OF THE  COMPANY  or
of the  occurrence  of  any  event  that  may  make  the
satisfaction  of the
conditions in Article 7.      CONDITIONS  PRECEDENT TO
BUYER'S  OBLIGATION  TO
CLOSE  impossible  or unlikely.  will contain any untrue
statement or omit to
state a material  fact  necessary  to make the  statements
therein or in this
Agreement,  in light  of the  circumstances  in  which  they
were  made,  not
misleading.

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

      3.24  Relationships  with  Related  Persons.  Except
for the  microwave,
refrigerator,  pictures and other  personal  effects
located at the principal
office of the  Company,  neither the Company nor any
Affiliate of the Company
has,  or in the past three (3) years has had,  any  interest
in any  property
(whether real,  personal,  or mixed and whether tangible or
intangible),  used
in or  pertaining  to the  Business.  Neither the Company
nor any Affiliate of
the  Company  owns,  or in the past  three  years has owned
(of record or as a
beneficial  owner)  an  equity  interest  or any  other
financial  or  profit
interest  in,  a Person  that  has (i) had  business
dealings  or a  material
financial  interest in any  transaction  with the Company,
or (ii) engaged in
competition  with the  Company  with  respect to any line of
the  products  or
services  of the  Company (a  "Competing  Business")  in any
market  presently
served by the  Company  except for less than one  percent
of the  outstanding
capital  stock  of any  Competing  Business  that is
publicly  traded  on any
recognized exchange or in the over-the-counter  market.
Except as set forth in
Part 3.23 of the Disclosure  Letter,  neither the Company
nor any Affiliate of
the  Company  is a party  to any  Contract  with,  or has
any  claim  or right
against, the Company.
      3.25  Brokers or  Finders.  The  Company  and its
Representatives  have
incurred no obligation or  liability,  contingent or
otherwise,  for brokerage
or  finders'  fees  or  agents'   commissions  or  other
similar  payment  in
connection with the Contemplated Transactions.

                  4. REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to the Company as
follows:

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

      4.2   Authority; No Conflict.

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

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

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

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

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

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

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

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

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

                         5. COVENANTS OF THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

                            6. COVENANTS OF BUYER

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

      6.2   Employment Matters.

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

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

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

            7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO
CLOSE

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

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

      7.2   The Company's Performance.

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

            (b)   Each   document   required  to  be
delivered   pursuant  to
SectioClosing Obligations.At the Closing:(a) must have been
delivered.

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

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

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

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

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

            (c)   such other  documents  as Buyer may
reasonably  request for
the purpose of (i) enabling  its counsel to provide the
opinion referred to in
Section 8.4 Additional   Documents.Buyer   must  have
caused  the   following
documents to be delivered to the Company;(a),  (ii)
evidencing the accuracy of
any of the Company's  representations  and  warranties,
(iii) evidencing  the
performance  by the Company of, or the  compliance by either
the Company with,
any covenant or  obligation  required to be performed or
complied  with by it,
(iv) evidencing  the  satisfaction  of  any  condition
referred  to  in  this
SectioCONDITIONS  PRECEDENT TO BUYER'S  OBLIGATION TO CLOSE,
or  (v) otherwise
facilitating  the  consummation  or  performance  of any  of
the  Contemplated
Transactions.

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

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

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

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

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

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

      8.2   Buyer's Performance.

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

            (b)   Buyer must have delivered each of the
documents  required to
be delivered by Buyer pursuant to Section 2.5   Closing
Obligations.At   the
Closing:(b) and must have made the cash payments  required
to be made by Buyer
pursuant to Section (i) the  Initial  Purchase  Price,
plus  or  minus  such
prorations  of  Assets,  Assumed  Liabilities,  income and
expenses  from the
Effective  Date to the Closing Date as may reasonably be
determined and agreed
to by the parties  prior to the Closing Date,  by bank
cashier's  check or by
wire transfer to the accounts specified by the Company;.

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

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

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

            (b)   stock  option  agreements  executed  by
Buyer in the form of
Exhibit Error! Not a valid bookmark self-reference.  with
all employees of the
Company (other than Mr. De Iorio and Mr. Hemphill) who
accept  employment with
Buyer; and

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

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

                                9. TERMINATION

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

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

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

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

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

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

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

                        10. INDEMNIFICATION; REMEDIES

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

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

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

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

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

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

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

      10.3  Indemnification   and  Payment  of  Damages  by
the  Company  -
Environmental Matters.  In addition to the provisions of
Section 10.2
Indemnification  and  Payment  of  Damages  by the
Company.The  Company  will
indemnify  and hold  harmless  Buyer for, and will pay to
the Buyer the amount
of,  any loss,  liability,  claim,  damage,  or  expense
(including  costs of
investigation  and  defense  and  reasonable
attorneys'fees),  whether or not
involving a third-party claim (collectively,  "Damages"),
arising, directly or
indirectly,  from or in connection  with:, the Company will
indemnify and hold
harmless  Buyer  for,  and  will pay to  Buyer  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly or indirectly, from or in connection with any
Environmental,  Health,
and Safety  Liabilities  arising out of or relating to: (i)
(A) the ownership,
operation,  or  condition  at any time on or prior to the
Closing  Date of any
properties  and assets used by the  Company,  or any
Hazardous  Materials  or
other  contaminants  that were  present on such  properties
and assets at any
time on or prior to the  Closing  Date;  or (ii) any
Hazardous  Materials  or
other   contaminants,   wherever  located,   that  were,  or
were  allegedly,
generated,  transported,  stored,  treated,  Released, or
otherwise handled by
the Company or by any other  Person for whose  conduct they
are or may be held
responsible at any time on or prior to the Closing Date.

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

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

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

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

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

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

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

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

            (g)   the Assumed Liabilities.

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

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

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

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

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

      10.8  Limitations on Amount - the Company.

            (a)   The Company will have no liability (for
indemnification  or
otherwise)  with  respect  to the  matters  described  in
clause  (a),  clause
(b) or,  to the extent  relating to any failure to perform
or comply  prior to
the Closing Date, clause (c) of Section 10.2
Indemnification  and  Payment
of Damages by the  Company.The  Company will indemnify and
hold harmless Buyer
for,  and will pay to the Buyer the  amount of,  any loss,
liability,  claim,
damage,  or  expense   (including  costs  of  investigation
and  defense  and
reasonable  attorneys'fees),  whether or not  involving  a
third-party  claim
(collectively,  "Damages"),  arising,  directly  or
indirectly,  from  or  in
connection with: and Section 10.3   Indemnification and
Payment of Damages by
the Company  -Environmental  Matters. In addition to the
provisions of Section
10.2  Indemnification  and Payment of Damages by the
Company.The  Company will
indemnify  and hold  harmless  Buyer for, and will pay to
the Buyer the amount
of,  any loss,  liability,  claim,  damage,  or  expense
(including  costs of
investigation  and  defense  and  reasonable
attorneys'fees),  whether or not
involving a third-party claim (collectively,  "Damages"),
arising, directly or
indirectly,  from or in connection  with:, the Company will
indemnify and hold
harmless  Buyer  for,  and  will pay to  Buyer  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly or indirectly, from or in connection with any
Environmental,  Health,
and Safety  Liabilities  arising out of or relating to: (i)
(A) the ownership,
operation,  or  condition  at any time on or prior to the
Closing  Date of any
properties  and assets used by the  Company,  or any
Hazardous  Materials  or
other  contaminants  that were  present on such  properties
and assets at any
time on or prior to the  Closing  Date;  or (ii) any
Hazardous  Materials  or
other   contaminants,   wherever  located,   that  were,  or
were  allegedly,
generated,  transported,  stored,  treated,  Released, or
otherwise handled by
the Company or by any other  Person for whose  conduct they
are or may be held
responsible  at any time on or prior to the Closing  Date.
until the total of
all Damages with respect to such matters  exceeds  $15,000,
and then only for
the  amount by which  such  Damages  exceed  $15,000.
However,  this  Section
Error!  Not  a  valid  bookmark  self-reference.Error!  Not
a  valid  bookmark
self-reference.  will not apply to any  intentional  Breach
by the  Company of
any  representation,  warranty,  covenant  or  obligation
contained  in  this
Agreement,  and the  Company  will be liable for all Damages
with  respect to
such Breaches.

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

      10.9  Limitations  on Amount -  Buyers.  Buyer  will
have no  liability
(for  indemnification  or otherwise) with respect to the
matters  described in
clause  (a) or (b) or, to the  extent  relating  to any
failure to perform or
comply prior to the Closing Date, cluase (c) of Section 10.5
Indemnification  and Payment of Damages by Buyer.Buyer will
indemnify and hold
harmless  the  Company,  and will pay to the Company the
amount of any Damages
arising, directly or indirectly, from or in connection with:

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

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

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

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

      (e)   any  claim  by any  Person  for  brokerage  or
finder's  fees  or
commissions  or similar  payments  based upon any  agreement
or  understanding
alleged to have been made by such Person  with Buyer (or any
Person  acting on
its behalf) in connection with any of the Contemplated
Transactions until the
total of all Damages with respect to such matters  exceeds
$15,000,  and then
only for the  amount by which  such  Damages  exceed
$15,000.  However,  this
Section  Error!  Not a valid  bookmark  self-reference.
will not apply to any
intentional  Breach  by Buyer of any  representation,
warranty,  covenant  or
obligation  contained  in this  Agreement,  and Buyer  will
be liable  for all
Damages with respect to such Breaches.

      10.10 Procedure For Indemnification - Third Party
Claims.

            (a)   Promptly  after  receipt  by  an
indemnified   party  under
Section 10.2   Indemnification  and  Payment  of  Damages
by the  Company.The
Company will  indemnify and hold harmless Buyer for, and
will pay to the Buyer
the amount of,  any loss,  liability,  claim,  damage,  or
expense  (including
costs of investigation and defense and reasonable
attorneys'fees),  whether or
not  involving  a  third-party  claim  (collectively,
"Damages"),   arising,
directly or indirectly, from or in connection with:, 10.4
Indemnification
and  Payment of Damages by the  Company  -Liabilities  which
are not  Assumed
Liabilities.Notwithstanding   anything  to  the  contrary
contained  herein,
(a) the  Company  will  indemnify  and hold  harmless  Buyer
for, and will pay
Buyer the amount of, any Damages  arising from  liabilities
or obligations of
the Company which are not Assumed  Liabilities,  and
(b) such  indemnification
shall not be limited in time or amount or subject to any
deductible  or cap.,
10.5           Indemnification  and  Payment of Damages  by
Buyer.Buyer  will
indemnify  and hold  harmless  the  Company,  and will pay
to the  Company the
amount of any Damages arising,  directly or indirectly,
from or in connection
with:

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

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

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

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

            (e)   any claim by any Person for  brokerage  or
finder's  fees or
commissions  or similar  payments  based upon any  agreement
or  understanding
alleged to have been made by such Person  with Buyer (or any
Person  acting on
its behalf) in connection with any of the  Contemplated
Transactions,  or (to
the extent provided in the last sentence of Section 10.3
Indemnification
and Payment of Damages by the Company  -Environmental
Matters.In  addition to
the provisions of Section 10.2      Indemnification and
Payment of Damages by
the  Company.The  Company will indemnify and hold harmless
Buyer for, and will
pay to the  Buyer the  amount  of,  any loss,  liability,
claim,  damage,  or
expense   (including  costs  of  investigation   and
defense  and  reasonable
attorneys'fees),  whether or not involving a third-party
claim  (collectively,
"Damages"),  arising, directly or indirectly, from or in
connection with:, the
Company will  indemnify and hold harmless Buyer for, and
will pay to Buyer the
amount of, any  Damages  (including  costs of cleanup,
containment,  or other
remediation)  arising,  directly or  indirectly,  from or in
connection  with)
Section 10.3      Indemnification  and  Payment  of  Damages
by the  Company
-Environmental Matters.In addition to the provisions of
Section 10.2
Indemnification  and  Payment  of  Damages  by the
Company.The  Company  will
indemnify  and hold  harmless  Buyer for, and will pay to
the Buyer the amount
of,  any loss,  liability,  claim,  damage,  or  expense
(including  costs of
investigation  and  defense  and  reasonable
attorneys'fees),  whether or not
involving a third-party claim (collectively,  "Damages"),
arising, directly or
indirectly,  from or in connection  with:, the Company will
indemnify and hold
harmless  Buyer  for,  and  will pay to  Buyer  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly  or  indirectly,  from  or  in  connection  with
of  notice  of  the
commencement of any Proceeding  against it, such indemnified
party will, if a
claim is to be made against an  indemnifying  party under
such  Section,  give
notice to the  indemnifying  party of the  commencement of
such claim, but the
failure to notify the  indemnifying  party will not relieve
the  indemnifying
party of any liability that it may have to any  indemnified
party,  except to
the extent that the indemnifying  party  demonstrates that
the defense of such
action is prejudiced by the indemnifying party's failure to
give such notice.

            (b)   If any Proceeding referred to in Section
(a)    Promptly
after receipt by an indemnified party under Section 10.2
Indemnification
and Payment of Damages by the  Company.The  Company  will
indemnify  and hold
harmless  Buyer  for,  and will pay to the  Buyer  the
amount  of,  any loss,
liability,  claim,  damage,  or expense  (including costs of
investigation and
defense  and   reasonable   attorneys'fees),   whether  or
not   involving  a
third-party claim (collectively,  "Damages"), arising,
directly or indirectly,
from or in connection with:, 10.4   Indemnification and
Payment of Damages by
the Company  -Liabilities  which are not  Assumed
Liabilities.Notwithstanding
anything to the contrary contained herein,  (a) the Company
will indemnify and
hold  harmless  Buyer  for,  and will pay Buyer the  amount
of,  any  Damages
arising from  liabilities  or obligations of the Company
which are not Assumed
Liabilities,  and  (b) such  indemnification  shall not be
limited in time or
amount or subject to any deductible or cap., 10.5
Indemnification   and
Payment  of  Damages by  Buyer.Buyer  will  indemnify  and
hold  harmless  the
Company,  and will pay to the  Company  the  amount  of any
Damages  arising,
directly or indirectly, from or in connection with:

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

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

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

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

            (e)   any claim by any Person for  brokerage  or
finder's  fees or
commissions  or similar  payments  based upon any  agreement
or  understanding
alleged to have been made by such Person  with Buyer (or any
Person  acting on
its behalf) in connection with any of the  Contemplated
Transactions,  or (to
the extent provided in the last sentence of Section 10.3
Indemnification
and Payment of Damages by the Company  -Environmental
Matters.In  addition to
the provisions of Section 10.2      Indemnification and
Payment of Damages by
the  Company.The  Company will indemnify and hold harmless
Buyer for, and will
pay to the  Buyer the  amount  of,  any loss,  liability,
claim,  damage,  or
expense   (including  costs  of  investigation   and
defense  and  reasonable
attorneys'fees),  whether or not involving a third-party
claim  (collectively,
"Damages"),  arising, directly or indirectly, from or in
connection with:, the
Company will  indemnify and hold harmless Buyer for, and
will pay to Buyer the
amount of, any  Damages  (including  costs of cleanup,
containment,  or other
remediation)  arising,  directly or  indirectly,  from or in
connection  with)
Section 10.3      Indemnification  and  Payment  of  Damages
by the  Company
-Environmental Matters.In addition to the provisions of
Section 10.2
Indemnification  and  Payment  of  Damages  by the
Company.The  Company  will
indemnify  and hold  harmless  Buyer for, and will pay to
the Buyer the amount
of,  any loss,  liability,  claim,  damage,  or  expense
(including  costs of
investigation  and  defense  and  reasonable
attorneys'fees),  whether or not
involving a third-party claim (collectively,  "Damages"),
arising, directly or
indirectly,  from or in connection  with:, the Company will
indemnify and hold
harmless  Buyer  for,  and  will pay to  Buyer  the  amount
of,  any  Damages
(including  costs of  cleanup,  containment,  or other
remediation)  arising,
directly  or  indirectly,  from  or  in  connection  with
of  notice  of  the
commencement of any Proceeding  against it, such indemnified
party will, if a
claim is to be made against an  indemnifying  party under
such  Section,  give
notice to the  indemnifying  party of the  commencement of
such claim, but the
failure to notify the  indemnifying  party will not relieve
the  indemnifying
party of any liability that it may have to any  indemnified
party,  except to
the extent that the indemnifying  party  demonstrates that
the defense of such
action is prejudiced by the indemnifying  party's failure to
give such notice.
is  brought  against  an  indemnified   party  and  it
gives  notice  to  the
indemnifying  party of the commencement of such  Proceeding,
the indemnifying
party will,  unless the claim  involves  Taxes,  be entitled
to participate in
such   Proceeding   and,  to  the  extent  that  it  wishes
(unless  (i)  the
indemnifying  party is also a party  to such  Proceeding
and the  indemnified
party   determines   in  good  faith  that  joint
representation   would  be
inappropriate,  or (ii) the  indemnifying  party  fails to
provide  reasonable
assurance to the  indemnified  party of its financial
capacity to defend such
Proceeding and provide  indemnification  with respect to
such Proceeding),  to
assume  the  defense  of such  Proceeding  with  counsel
satisfactory  to the
indemnified  party  and,  after  notice  from  the
indemnifying  party to the
indemnified  party of its  election to assume the defense of
such  Proceeding,
the  indemnifying  party  will not,  as long as it
diligently  conducts  such
defense, be liable to the indemnified party under this
Section 10.
INDEMNIFICATION;  REMEDIES for any fees of other counsel or
any other expenses
with  respect to the  defense of such  Proceeding,  in each
case  subsequently
incurred  by the  indemnified  party in  connection  with
the  defense of such
Proceeding, other than reasonable costs of investigation.
If the indemnifying
party  assumes  the  defense  of a  Proceeding,  (i) it will
be  conclusively
established  for  purposes  of this  Agreement  that the
claims  made in that
Proceeding  are within the scope of and  subject to
indemnification;  (ii) no
compromise or  settlement  of such claims may be effected by
the  indemnifying
party without the  indemnified  party's consent unless (A)
there is no finding
or admission of any  violation of Legal  Requirements  or
any violation of the
rights  of any  Person  and no effect  on any  other  claims
that may be made
against the  indemnified  party,  and (B) the sole relief
provided is monetary
damages  that  are  paid in full by the  indemnifying
party;  and  (iii)  the
indemnified  party will have no liability  with respect to
any  compromise  or
settlement of such claims effected without its consent.  If
notice is given to
an  indemnifying   party  of  the  commencement  of  any
Proceeding  and  the
indemnifying  party does not,  within ten days after the
indemnified  party's
notice is given,  give  notice to the  indemnified  party of
its  election  to
assume the defense of such Proceeding,  the  indemnifying
party will be bound
by any  determination  made in such Proceeding or any
compromise or settlement
effected by the indemnified party.

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

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

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

                            11. DISPUTE RESOLUTION

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



      11.2  Dispute Resolution Procedures.

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

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

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

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

            (c)   If a Dispute is not  resolved  by
negotiation  pursuant  to
Section (a) If a Dispute  arises,  the  parties  shall
follow the  procedures
specified in this Article 11. The parties  shall  promptly
attempt to resolve
any Dispute by negotiations  between  themselves.  Either
Buyer or the Company
may give the other party  written  notice of any  Dispute
not  resolved in the
normal  course of business.  The parties  shall meet at a
mutually  acceptable
time and place  within  fifteen  (15)  calendar  days after
delivery  of such
notice,  and  thereafter  as  often  as they  reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been resolved by the parties  within thirty
(30) calendar days
of the disputing  party's  notice,  or if the parties fail
to meet within such
fifteen  (15)  calendar  days,  either  Buyer  or  the
Company  may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either  Buyer or the Company may give the other  party
written  notice of any
Dispute not resolved in the normal course of business.  The
parties shall meet
at a mutually  acceptable  time and place within  fifteen
(15)  calendar  days
after  delivery of such notice,  and  thereafter  as often
as they  reasonably
deem  necessary,  to exchange  relevant  information and to
attempt to resolve
the  Dispute.  If the  Dispute has not been  resolved  by
the  parties  within
thirty (30) calendar days of the disputing  party's notice,
or if the parties
fail to meet within such  fifteen  (15)  calendar  days,
either  Buyer or the
Company may initiate mediation as provided in Section (b)
If the  Dispute is
not resolved by negotiations pursuant to Section (a)  If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by  negotiations  pursuant  to Section  11.2(a),
the  parties  shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel. of this Agreement or by mediation pursuant to
Section (b)      If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by  negotiations  pursuant  to Section  11.2(a),
the  parties  shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement within
one  hundred (100)  calendar days after initiation of the
negotiation  process
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations  pursuant to
Section 11.2(a),  the
parties  shall attempt in good faith to resolve any such
Dispute by nonbinding
mediation.  Either Buyer or the Company may  initiate a
nonbinding  mediation
proceeding  by a  request  in  writing  to the  other  party
(the  "Mediation
Request"),  and both  parties will then be obligated to
engage in a mediation.
The  proceeding  will be conducted in accordance  with the
then current Center
for Public  Resources  ("CPR")  Model  Procedure  for
Mediation  of  Business
Disputes,  with the following exceptions:  of this
Agreement.  If a negotiator
intends to be accompanied at a meeting by legal counsel,
the other negotiator
shall be given at least three (3) business  days' notice of
such intention and
may also be accompanied by legal  counsel.,  the parties
shall attempt in good
faith to resolve any such  Dispute by  nonbinding
mediation.  Either Buyer or
the Company may initiate a  nonbinding  mediation
proceeding  by a request in
writing to the other party (the  "Mediation  Request"),  and
both parties will
then be obligated to engage in a mediation.  The proceeding
will be conducted
in accordance with the then current Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  such  Dispute  and any other  claims  arising out
of or relating to
this Agreement shall be resolved pursuant to Section
12.2(d).

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

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

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

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

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

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

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

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

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

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

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

      11.8  Costs.  The parties shall pay their own costs,
fees, and expenses
incurred in connection with the application of the
provisions of Sections (a)
If a Dispute  arises,  the parties  shall follow the
procedures  specified in
this Article 11. The parties shall promptly  attempt to
resolve any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may  initiate mediation as provided in
Section (b)   If
the Dispute is not resolved by negotiations  pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by  negotiations  pursuant  to Section  11.2(a),
the  parties  shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel. and (b)  If the Dispute is not resolved by
negotiations  pursuant to
Section (a) If a Dispute  arises,  the  parties  shall
follow the  procedures
specified in this Article 11. The parties  shall  promptly
attempt to resolve
any Dispute by negotiations  between  themselves.  Either
Buyer or the Company
may give the other party  written  notice of any  Dispute
not  resolved in the
normal  course of business.  The parties  shall meet at a
mutually  acceptable
time and place  within  fifteen  (15)  calendar  days after
delivery  of such
notice,  and  thereafter  as  often  as they  reasonably
deem  necessary,  to
exchange  relevant  information and to attempt to resolve
the Dispute.  If the
Dispute has not been resolved by the parties  within thirty
(30) calendar days
of the disputing  party's  notice,  or if the parties fail
to meet within such
fifteen  (15)  calendar  days,  either  Buyer  or  the
Company  may  initiate
mediation as provided in Section (b)      If the  Dispute is
not  resolved  by
negotiations pursuant to Section (a)      If a  Dispute
arises,  the  parties
shall follow the  procedures  specified in this Article 11.
The parties  shall
promptly  attempt to resolve any Dispute by negotiations
between  themselves.
Either  Buyer or the Company may give the other  party
written  notice of any
Dispute not resolved in the normal course of business.  The
parties shall meet
at a mutually  acceptable  time and place within  fifteen
(15)  calendar  days
after  delivery of such notice,  and  thereafter  as often
as they  reasonably
deem  necessary,  to exchange  relevant  information and to
attempt to resolve
the  Dispute.  If the  Dispute has not been  resolved  by
the  parties  within
thirty (30) calendar days of the disputing  party's notice,
or if the parties
fail to meet within such  fifteen  (15)  calendar  days,
either  Buyer or the
Company may initiate mediation as provided in Section (b)
If the  Dispute is
not resolved by negotiations pursuant to Section (a)  If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by  negotiations  pursuant  to Section  11.2(a),
the  parties  shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the  following  exceptions:  of
this  Agreement.  In
addition,  the fees and  expenses of CPR and the mediator in
connection  with
the application of the provisions of Section (b)      If
the  Dispute  is not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following exceptions:  of this Agreement shall be borne
fifty percent (50%) by
Buyer and fifty percent (50%) by the Company.

      11.9  Replacement.  If CPR is no  longer  in  business
or is  unable or
refuses or declines to act or to continue to act under
Section (b)      If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by  negotiations  pursuant  to Section  11.2(a),
the  parties  shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business Disputes,  with the following  exceptions:  of this
Agreement for any
reason, then the functions specified in Section (b)   If
the  Dispute  is not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  to be  performed  by CPR shall be
performed by another
Person engaged in a business  equivalent to that conducted
by CPR as is agreed
to by the parties  (the  "Replacement").  If the parties
cannot  agree on the
identity of the Replacement  within  ten (10),  calendar
days after a Request,
the  Replacement  shall be selected  by the Chief  Judge of
the United  States
District  Court for the Northern  District of Georgia upon
application.  If a
Replacement is selected by either means, Section (b)  If
the  Dispute  is not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant to Section (a) If a Dispute  arises,  the  parties
shall  follow the
procedures  specified in this Article 11. The parties shall
promptly  attempt
to resolve any Dispute by  negotiations  between
themselves.  Either Buyer or
the  Company  may give the  other  party  written  notice of
any  Dispute  not
resolved  in the  normal  course of  business.  The  parties
shall  meet at a
mutually  acceptable  time and place within  fifteen (15)
calendar days after
delivery of such  notice,  and  thereafter  as often as they
reasonably  deem
necessary,  to  exchange  relevant  information  and to
attempt to resolve the
Dispute.  If the Dispute has not been  resolved by the
parties  within  thirty
(30) calendar days of the disputing  party's notice, or if
the parties fail to
meet within such fifteen (15) calendar  days,  either Buyer
or the Company may
initiate mediation as provided in Section (b)   If   the
Dispute   is   not
resolved by negotiations pursuant to Section (a)      If  a
Dispute   arises,
the parties  shall  follow the  procedures  specified  in
this Article 11. The
parties shall promptly attempt to resolve any Dispute by
negotiations  between
themselves.  Either  Buyer or the  Company  may give the
other  party  written
notice of any  Dispute  not  resolved in the normal  course
of  business.  The
parties  shall meet at a mutually  acceptable  time and
place  within  fifteen
(15) calendar days after  delivery of such notice,  and
thereafter as often as
they  reasonably  deem  necessary,  to exchange  relevant
information  and to
attempt to resolve the  Dispute.  If the Dispute has not
been  resolved by the
parties within thirty (30) calendar days of the disputing
party's notice,  or
if the parties  fail to meet within such fifteen (15)
calendar  days,  either
Buyer or the Company may initiate mediation as provided in
Section (b)  If
the Dispute is not resolved by negotiations pursuant to
Section (a)     If a
Dispute  arises,  the parties  shall follow the  procedures
specified in this
Article  11. The  parties  shall  promptly  attempt to
resolve  any Dispute by
negotiations  between  themselves.  Either  Buyer or the
Company may give the
other party  written  notice of any Dispute not resolved in
the normal  course
of business.  The parties shall meet at a mutually
acceptable  time and place
within  fifteen  (15)  calendar  days  after  delivery  of
such  notice,  and
thereafter as often as they reasonably deem  necessary,  to
exchange  relevant
information  and to attempt to resolve  the  Dispute.  If
the  Dispute has not
been  resolved  by  the  parties  within  thirty  (30)
calendar  days  of the
disputing  party's notice,  or if the parties fail to meet
within such fifteen
(15)  calendar  days,  either Buyer or the Company may
initiate  mediation as
provided in Section (b) If  the  Dispute  is  not  resolved
by   negotiations
pursuant  to  Section  11.2(a),  the  parties  shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  of  this  Agreement.  If a
negotiator  intends  to be
accompanied  at a meeting  by legal  counsel,  the other
negotiator  shall be
given at least three (3) business  days' notice of such
intention and may also
be accompanied by legal  counsel.,  the parties shall
attempt in good faith to
resolve any such Dispute by nonbinding mediation.  Either
Buyer or the Company
may initiate a nonbinding  mediation proceeding by a request
in writing to the
other  party  (the  "Mediation  Request"),  and  both
parties  will  then  be
obligated  to engage in a  mediation.  The  proceeding  will
be  conducted  in
accordance  with the then current  Center for Public
Resources  ("CPR") Model
Procedure for Mediation of Business Disputes,  with the
following  exceptions:
of this Agreement.  If a negotiator  intends to be
accompanied at a meeting by
legal  counsel,  the  other  negotiator  shall be given  at
least  three  (3)
business  days' notice of such  intention and may also be
accompanied by legal
counsel.,  the parties shall attempt in good faith to
resolve any such Dispute
by  nonbinding  mediation.   Either  Buyer  or  the  Company
may  initiate  a
nonbinding  mediation  proceeding  by a request in writing
to the other  party
(the "Mediation  Request"),  and both parties will then be
obligated to engage
in a mediation.  The proceeding  will be conducted in
accordance with the then
current Center for Public  Resources  ("CPR") Model
Procedure for Mediation of
Business  Disputes,  with the following  exceptions:  of
this Agreement.  If a
negotiator intends to be accompanied at a meeting by legal
counsel,  the other
negotiator  shall be given at least three (3)  business
days'  notice of such
intention and may also be  accompanied  by legal  counsel.,
the parties shall
attempt in good faith to resolve  any such  Dispute by
nonbinding  mediation.
Either Buyer or the Company may initiate a nonbinding
mediation proceeding by
a request in writing to the other party (the  "Mediation
Request"),  and both
parties will then be obligated to engage in a mediation.
The proceeding  will
be conducted in accordance  with the then current Center for
Public  Resources
("CPR")  Model  Procedure  for  Mediation  of  Business
Disputes,   with  the
following  exceptions:  shall be deemed appropriately
amended to refer to such
Replacement.

                            12. GENERAL PROVISIONS

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

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

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

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

            (a)   when personally delivered;

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

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

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

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

      Notice to the Buyer shall be sufficient if given to:

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

      with a copy to:

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

      Notice to the Company shall be sufficient if given to:

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

      with a copy to:

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

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

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

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

      12.8  Disclosure Letter.

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

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

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

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

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

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

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

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


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

                                    BUYER:

                                    MORRISON HEALTH CARE,
INC.

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

                                    THE COMPANY:

                                    SPECTRA SERVICES, INC.

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



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


                                    /s/ James W. Hemphill
                                    James W. Hemphill




/s/ Jarrett Franklin
Jarrett Franklin
WITNESS


EXHIBIT 10.36



EXECUTION COUNTERPART







============================================================
======

                             AMENDED AND RESTATED
                               CREDIT AGREEMENT


                           dated as of July 2, 1998


                                     among


                          MORRISON HEALTH CARE, INC.,


                          THE LENDERS LISTED HEREIN,

                   SUNTRUST BANK, ATLANTA, as Issuing Bank,

                     SUNTRUST BANK, ATLANTA, as Agent, and

                       WACHOVIA BANK, N.A., as Co-Agent

                     for the Issuing Bank and the Lenders

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======







                               TABLE OF CONTENTS



Page

ARTICLE I.  DEFINITIONS; CONSTRUCTION
 ........................................1
      Section 1.01
Definitions...............................................1
      Section 1.02  Accounting Terms and
Determination...................... 16
      Section 1.03  Other Definitional
Terms.................................16
      Section 1.04  Exhibits and
Schedules...................................16

ARTICLE II.  LOANS AND LETTERS OF
CREDIT.....................................17
      Section 2.01  Commitments; Use of
Proceeds.............................17
      Section 2.02  Swing Line
Subfacility...................................18
      Section 2.03  Letter of Credit
Subfacility.............................20
      Section 2.04  Notes; Repayment of
Principal............................23
      Section 2.05  Voluntary Reduction of
Commitments.......................23
      Section 2.06  Increase of the
Commitments..............................24

ARTICLE III.  GENERAL LOAN
TERMS.............................................25
      Section 3.01  Funding
Notices..........................................25
      Section 3.02  Disbursement of
Funds....................................26
      Section 3.03
Interest.................................................28
      Section 3.04  Interest
Periods.........................................29
      Section 3.05
Fees.....................................................29
      Section 3.06  Voluntary Prepayments of
Borrowings......................30
      Section 3.07  Payments,
etc............................................31
      Section 3.08  Interest Rate Not Ascertainable,
etc.....................34
      Section 3.09
Illegality...............................................34
      Section 3.10  Increased
Costs..........................................35
      Section 3.11  Lending
Offices..........................................36
      Section 3.12  Funding
Losses...........................................37
      Section 3.13  Assumptions Concerning Funding of
Eurodollar Advances....37
      Section 3.14  Apportionment of
Payments................................37
      Section 3.15  Termination of
Commitments...............................38
      Section 3.16  Sharing of Payments,
Etc.................................38
      Section 3.17  Capital
Adequacy.........................................38
      Section 3.18  Letter of Credit Obligations
Absolute....................39

ARTICLE IV.  CONDITIONS TO
BORROWINGS........................................40
      Section 4.01  Conditions Precedent to Initial
Loans....................40
      Section 4.02  Conditions to Each
Loan..................................42

ARTICLE V.  REPRESENTATIONS AND
WARRANTIES...................................43
      Section 5.01  Corporate Existence; Compliance with
Law.................43
      Section 5.02  Corporate Power;
Authorization...........................43
      Section 5.03  Possession of Franchises, Licenses,
Etc..................43
      Section 5.04  Enforceable
Obligations..................................44
      Section 5.05  No Legal
Bar.............................................44
      Section 5.06  No Material
Litigation...................................44
      Section 5.07  Investment Company Act,
Etc..............................44
      Section 5.08  Margin
Regulations.......................................44
      Section 5.09  Compliance With Environmental
Laws.......................44
      Section 5.10
Insurance................................................45
      Section 5.11  No
Default...............................................45
      Section 5.12  No Burdensome
Restrictions...............................46
      Section 5.13
Taxes....................................................46
      Section 5.14
Subsidiaries.............................................46
      Section 5.15  Financial
Statements.....................................46
      Section 5.16
ERISA....................................................47
      Section 5.17  Patents, Trademarks, Licenses,
Etc.......................48
      Section 5.18  Ownership of
Property....................................48
      Section 5.19
Indebtedness.............................................48
      Section 5.20  Financial
Condition......................................48
      Section 5.21  Labor
Matters............................................49
      Section 5.22  Payment or Dividend
Restriction..........................49
      Section 5.23  Sharing
Agreements.......................................49
      Section 5.24
Disclosure...............................................49
      Section 5.25. Year 2000
Compliant......................................50

ARTICLE VI.  AFFIRMATIVE COVENANTS
 ..........................................50
      Section 6.01  Corporate Existence,
Etc.................................50
      Section 6.02  Compliance with Laws,
Etc................................50
      Section 6.03  Payment of Taxes and Claims,
Etc.........................50
      Section 6.04  Keeping of
Books.........................................50
      Section 6.05  Visitation, Inspection,
Etc..............................50
      Section 6.06  Insurance; Maintenance of
Properties.....................51
      Section 6.07  Reporting
Covenants......................................51
      Section 6.08  Financial
Covenants......................................55
      Section 6.09  Notices Under Certain Other
Indebtedness.................55
      Section 6.10  Additional Credit Parties and
Collateral.................55

ARTICLE VII.  NEGATIVE
COVENANTS.............................................56
      Section 7.01
Indebtedness.............................................56
      Section 7.02
Liens....................................................57
      Section 7.03  Mergers, Sales,
Acquisitions.............................58
      Section 7.04  Investments, Loans,
Etc..................................59
      Section 7.05  Letters of
Credit........................................60
      Section 7.06  Sale and Leaseback
Transactions..........................61
      Section 7.07  Transactions with
Affiliates.............................61
      Section 7.08  Changes in
Business......................................61
      Section 7.09
ERISA....................................................61
      Section 7.10. Limitation on Payment Restrictions
Affecting Consolidated

Companies................................................62
      Section 7.11  Actions Under Certain
Documents..........................62
      Section 7.12  Additional Negative
Pledges..............................62
      Section 7.13  Changes in Fiscal
Year...................................62
      Section 7.14  Issuance of Stock by
Subsidiaries........................62
      Section 7.15
Dividends................................................62

ARTICLE VIII.  EVENTS OF
DEFAULT.............................................63
      Section 8.01
Payments.................................................63
      Section 8.02  Covenants Without
Notice.................................63
      Section 8.03  Other
Covenants..........................................63
      Section 8.04
Representations..........................................63
      Section 8.05  Non-Payments of Other
Indebtedness.......................63
      Section 8.06. Defaults Under Other Agreements; Change
In Control

Provisions...............................................63
      Section 8.07
Bankruptcy...............................................64
      Section 8.08
ERISA....................................................64
      Section 8.09
Judgments................................................65
      Section 8.10  Ownership of Credit
Parties..............................65
      Section 8.11  Change in Control of
Borrower............................65
      Section 8.12  Default Under Other Credit Documents;
Sharing Agreements.66

ARTICLE IX.  THE
AGENT.......................................................
66
      Section 9.01  Appointment of
Agent.....................................66
      Section 9.02  Authorization of Agent with Respect to
the Security

Documents................................................67
      Section 9.03  Nature of Duties of
Agent................................67
      Section 9.04  Lack of Reliance on the
Agent............................67
      Section 9.05  Certain Rights of the
Agent..............................68
      Section 9.06  Reliance by
Agent........................................68
      Section 9.07  Indemnification of
Agent.................................68
      Section 9.08  The Agent in its Individual
Capacity.....................69
      Section 9.09  Holders of
Notes.........................................69
      Section 9.10  Successor
Agent..........................................69

ARTICLE X.
MISCELLANEOUS...............................................
 .....70
      Section 10.01
Notices.................................................70
      Section 10.02  Amendments,
Etc.........................................70
      Section 10.03  No Waiver; Remedies
Cumulative..........................71
      Section 10.04  Payment of Expenses,
Etc................................71
      Section 10.05  Right of
Setoff.........................................73
      Section 10.06  Benefit of Agreement; Assignments;
Participations.......73
      Section 10.07  Governing Law; Submission to
Jurisdiction...............75
      Section 10.08  Independent Nature of Lenders'
Rights...................76
      Section 10.09
Counterparts............................................76
      Section 10.10  Effectiveness; Termination of
Commitments; Survival.....77
      Section 10.11
Severability............................................77
      Section 10.12  Independence of
Covenants...............................77
      Section 10.13  Change in Accounting Principles, Fiscal
Year or Tax

Laws....................................................77
      Section 10.14  Headings Descriptive; Entire
Agreement..................78






                                   SCHEDULES


Schedule 5.01           Organization and Ownership of
                           Subsidiaries
Schedule 5.05           Certain Pending and Threatened
                           Litigation
Schedule 5.09(a)        Environmental Compliance
Schedule 5.09(b)        Environmental Notices
Schedule 5.09(c)        Environmental Permits
Schedule 5.11           No Defaults
Schedule 5.12           Burdensome Restrictions
Schedule 5.13           Tax Filings and Payments
Schedule 5.14           Material Subsidiaries
Schedule 5.16           Employee Benefit Matters
Schedule 5.17           Patent, Trademark, License, and
                           Other Intellectual Property
                           Matters
Schedule 5.18           Ownership of Properties
Schedule 5.19           Labor and Employment Matters

Schedule 5.22           Dividend Restrictions
Schedule 5.23           Disclosure
Schedule 7.01           Existing Indebtedness
Schedule 7.02           Existing Liens


                                   EXHIBITS

Exhibit A         -     Form of Amended and Restated
Revolving Credit Note
Exhibit B         -     Form of Amended and Restated Swing
Line Note
Exhibit C         -     Subsidiary Guaranty Agreement
Exhibit D         -     Form of Closing Certificate
Exhibit E         -     Form of Opinion of Powell,
Goldstein,
                          Frazer & Murphy, LLP
Exhibit F         -     Form of Assignment and Acceptance
Exhibit G         -     Form of Letter of Credit Application
Exhibit H         -     Form of Compliance Certificate




                                    Exhibit A

                     AMENDED AND RESTATED CREDIT AGREEMENT


            THIS CREDIT AGREEMENT (this  "Agreement") made
and entered into as
of  July  2,  1998,  by and  among  MORRISON  HEALTH  CARE,
INC.,  a  Georgia
corporation (the "Borrower"),  SUNTRUST BANK,  ATLANTA, a
banking  corporation
organized  under  the laws of the  State of  Georgia
("SunTrust"),  the other
banks and lending  institutions  listed on the signature
pages hereof, and any
assignees  of  SunTrust,  or such other banks and lending
institutions  which
become  "Lenders" as provided herein  (SunTrust and such
other banks,  lending
institutions,   and  assignees   referred  to   collectively
herein  as  the
"Lenders"),  SUNTRUST BANK, ATLANTA, as the issuing bank
(the "Issuing Bank"),
SUNTRUST  BANK,  ATLANTA,  as Agent (the "Agent") for the
Issuing Bank and the
Lenders,  and  WACHOVIA  BANK,  N.A.,  as Co-Agent  (the
"Co-Agent")  for the
Issuing Bank and the Lenders;


                             W I T N E S S E T H:


            WHEREAS,  on  March  6,  1996,  Borrower
entered  into  a  Credit
Agreement  by and  among  Borrower,  SunTrust,  the other
banks  and  lending
institutions  listed  on the  signature  pages  thereof,
and  SunTrust  Bank,
Atlanta in its capacity as agent for such banks and lending
institutions (the
"Original Credit Agreement");

            WHEREAS,  in  connection  with  this  Agreement,
Borrower,   the
Lenders,  and  the  Agent  wish to  amend  and  restate  the
Original  Credit
Agreement to increase the revolving  credit  facility
thereunder  and provide
for a letter of credit subfacility, all as more particularly
evidenced herein;

            NOW,  THEREFORE,  in  consideration of the
premises and the mutual
covenants  herein  contained,  Borrower,  the Lenders,  the
Issuing Bank,  the
Agent and the  Co-Agent  agree,  upon the terms and subject
to the  conditions
set forth herein as follows:

                                  ARTICLE I.

                           DEFINITIONS; CONSTRUCTION

            Section I.1.   Definitions.   In   addition  to
the  other  terms
defined  herein,  the  following  terms used  herein  shall
have the  meanings
herein  specified  (to be equally  applicable  to both the
singular and plural
forms of the terms defined):

            "Account  Party" shall mean the Borrower or any
Guarantor in whose
account a Letter of Credit is to be or has been issued.

            "Advance"  shall mean any principal  amount
advanced and remaining
outstanding  at any time as (i) the Revolving  Loans,  which
Advances shall be
made or outstanding as Base Rate Advances or Eurodollar
Advances,  as the case
may  be,  or  (ii) a  Swing  Line  Loan,  which  Advances
shall  be  made  or
outstanding as Swing Rate Advances.






            "Affiliate"  of any  Person  means any other
Person  directly  or
indirectly  controlling,  controlled  by, or under common
control with,  such
Person,  whether  through the ownership of voting
securities,  by contract or
otherwise.  For  purposes  of  this  definition,   "control"
(including  with
correlative  meanings,  the terms  "controlling",
"controlled by", and "under
common  control  with")  as  applied  to any  Person,  means
the  possession,
directly or  indirectly,  of the power to direct or cause
the direction of the
management and policies of that Person.

            "Agent" shall mean,  SunTrust  Bank,  Atlanta,
a Georgia  banking
corporation,  as  Agent  for the  Lenders  and the  Issuing
Bank  under  this
Agreement  and the other Loan  Documents  and any  successor
agent  appointed
pursuant to Section 9.10 hereto.

            "Agreement"  shall  mean  this  Credit
Agreement,   as  hereafter
amended, restated, supplemented or otherwise modified from
time to time.

            "Applicable  Margin" shall mean the  percentage
designated  below
based  on  the  Leverage  Ratio  of  the  Consolidated
Companies,   measured
quarterly,  effective in the next fiscal  quarter
immediately  following  the
date of delivery of the Compliance Certificate to the Agent:

                   -----------------------------------------
-

                                          Applicable Margin
                       Leverage Ratio      (LIBOR Advance)
                   =========================================-


                   Less than 1.00:1.00                 0.50%
                   -----------------------------------------
-

                   Greater than or equal
                   to 1.00:1.00 and less
                   than 2.00:1.00                     0.625%
                   -----------------------------------------
-

                   Greater than or equal
                   to 2.00:1.00 and less
                   than 2.50:1.00                      0.75%
                   -----------------------------------------
-

                   Greater than or equal
                   to 2.50:1.00 and less
                   than 3.00:1.00                      1.00%
                   -----------------------------------------
-

      For  purposes  of the  foregoing,  (i) the  Applicable
Margin as of the
Closing Date is 1.00% and shall remain 1.00% through and
including  August 31,
1998 (by way of example,  as of the first day of the second
fiscal  quarter of
the  Borrower  the  Applicable  Margin  shall  be
calculated  based  upon the
Leverage Ratio of the  Consolidated  Companies in the
Compliance  Certificate
delivered  by the Borrower  for the first  fiscal  quarter
of such year);  and
(ii) if the Borrower fails to provide the Compliance
Certificate  and related
financial  statements  required  under Section  6.07(c)
within the applicable
time period set forth  therein,  the  Applicable  Margin
shall be adjusted to
1.00% on the first day of the following  fiscal quarter
until such  Compliance
Certificate and related financial statements are delivered.

            "Assignment   and   Acceptance"   shall  mean
an  assignment  and
acceptance  entered  into by the  Issuing  Bank or a  Lender
and an  Eligible
Assignee in accordance with the terms of this Agreement and
substantially  in
the form of Exhibit F.

            "Bankruptcy  Code"  shall  mean The  Bankruptcy
Code of 1978,  as
amended and in effect from time to time (11 U.S.C. 101 et
seq.).

            "Base  Rate"  shall  mean  (with any change in
the Base Rate to be
effective  as of the date of  change of either  of the
following  rates)  the
higher of (i) the rate which the Agent  publicly  announces
from time to time
as its  prime  lending  rate,  as in effect  from  time to
time,  and (ii) the
Federal  Funds  Rate,  as in effect  from time to time,
plus  one-half of one
percent  (0.50%) per annum.  The  Agent's  prime  lending
rate is a reference
rate and does not  necessarily  represent  the  lowest or
best  rate  actually
charged to customers;  the Agent may make  commercial  loans
or other loans at
rates of interest at, above or below the Agent's prime
lending rate.

            "Base Rate Advance"  shall mean an Advance made
or  outstanding as
a Revolving Loan bearing interest based on the Base Rate.

            "Base Rate Borrowing"  shall mean a Borrowing
made up of Base Rate
Advances.

            "Borrower"  shall  mean  Morrison  Health  Care,
Inc.,  a Georgia
corporation, its successors and permitted assigns.

            "Borrowing"  shall  mean the  incurrence  by
Borrower  under  the
Commitments  of Advances  of one Type  concurrently  having
the same  Interest
Period  or  the  continuation  or  conversion  of  an
existing  Borrowing  or
Borrowings in whole or in part.

            "Business Day" shall mean any day excluding
Saturday,  Sunday and
any other day on which banks are required or  authorized  to
close in Atlanta,
Georgia and, if the  applicable  Business Day relates to
Eurodollar  Advances,
any day on which  trading is not carried on by and  between
banks in deposits
of the applicable currency in the applicable interbank
Eurocurrency market.

            "Capital  Lease" shall mean,  as applied to any
Person,  any lease
of any  property  (whether  real,  personal or mixed) by
such Person as lessee
which  would,  in  accordance  with GAAP,  be  required to
be  classified  and
accounted  for as a capital  lease on a balance  sheet of
such  Person,  other
than,  in the case of  Borrower  or any of its
Subsidiaries,  any such  lease
under which Borrower or a wholly-owned Subsidiary of
Borrower is the lessor.


            "Capital  Lease  Obligation"  shall  mean,  with
respect  to  any
Capital  Lease,  the amount of the obligation of the lessee
thereunder  which
would,  in accordance  with GAAP,  appear on a balance sheet
of such lessee in
respect of such Capital Lease.

            "Change in  Control  Provision"  shall mean any
term or  provision
contained in any indenture,  debenture,  note, or other
agreement or document
evidencing  or  governing  Indebtedness  of  Borrower
evidencing  debt  or  a
commitment  to extend  loans in  excess  of  $500,000.00
which  requires,  or
permits the  holder(s) of such  Indebtedness  of Borrower to
require that such
Indebtedness  of  Borrower  be  redeemed,  repurchased,
defeased,  prepaid or
repaid,  either in whole or in part, or the maturity of such
Indebtedness  of
Borrower  to be  accelerated  in any  respect,  as a  result
of a  change  in
ownership  of the  capital  stock of Borrower  or voting
rights with  respect
thereto.

            "Closing  Certificate"  shall mean that
certificate of an officer
of the Borrower substantially in the form of Exhibit D
attached hereto.

            "Closing  Date"  shall  mean  July 2, 1998 or
such  later  date on
which the  conditions to the initial loans set forth in
Sections 4.01 and 4.02
are satisfied.

            "Co-Agent"  shall mean,  Wachovia Bank,  N.A., a
national  banking
association,  as Co-Agent  for the  Lenders  and the
Issuing  Bank under this
Agreement and the other Loan Documents.

            "Commitment"   shall  mean,  for  any  Lender
at  any  time,  the
revolving  credit  facility  severally  established by such
Lender pursuant to
Section 2.01,  including,  without  duplication,  such
Lender's Pro Rata Share
of the Letter of Credit  Subfacility  and, in the case of
SunTrust,  the Swing
Line  Subfacility,  as the same may be decreased from time
to time as a result
of any reduction  thereof  pursuant to Section 2.05, or
increased from time to
time as a result  of any  increase  thereof  pursuant  to
Section  2.06,  any
assignment  thereof  pursuant  to  Section  10.06,  or any
amendment  thereof
pursuant to Section 10.02.

            "Commitment Fee" shall have the meaning ascribed
to it in Section
3.05(a).

            "Compliance  Certificate" shall mean the
certificate  delivered by
the  Borrower  to the Agent  substantially  in the form of
Exhibit H attached
hereto.

            "Consolidated  Companies" shall mean,
collectively,  Borrower and
all of its Subsidiaries.


            "Consolidated  EBITDA" shall mean for any
period,  an amount equal
to the sum for the trailing four fiscal  quarter  period of
Consolidated  Net
Income (Loss),  plus, to the extent  deducted  therefrom in
determining  such
Consolidated Net Income (Loss),  the sum of (i) taxes based
on income (whether
paid or deferred),  (ii) Consolidated  Interest Expense,
(iii) depreciation of
assets, and (iv) amortization.

            "Consolidated  EBITR"  shall mean for any
period,  an amount equal
to the sum for the trailing four fiscal  quarter  period of
Consolidated  Net
Income (Loss) of the  Consolidated  Companies,  plus,  to
the extent  deducted
therefrom  in  determining  Consolidated  Net  Income
(Loss),  the sum of (i)
Consolidated  Interest  Expense,  (ii) taxes based on income
(whether paid or
deferred), and (iii) Rental Obligations for such period.

            "Consolidated   Funded  Debt"  shall  mean,  as
of  any  date  of
determination, the Funded Debt of the Consolidated
Companies.

            "Consolidated  Interest Expense" shall mean, for
any period, total
interest expense of the Consolidated  Companies (including
without limitation,
interest  expense  attributable to Capital Leases,  all
capitalized  interest,
all  commissions,  discounts  and other fees and charges
owed with respect to
bankers  acceptance  financing,  net costs (i.e.,  costs
minus benefits) under
Interest  Rate  Contracts,  and  total  interest  expense
(whether  shown  as
interest  expense or as loss and  expenses  on sales of
receivables)  under a
receivables   purchase  facility)   determined  on  a
consolidated  basis  in
accordance with GAAP.

            "Consolidated  Net Income  (Loss)" shall mean,
with  reference to
any period,  the net income (or  deficit) of the
Consolidated  Companies  for
such period  (taken as a cumulative  whole),  after
deducting  all  operating
expenses,  provisions  for all  taxes and  reserves
(including  reserves  for
deferred  income  taxes) and all other proper  deductions,
all  determined in
accordance  with  GAAP  on  a  consolidated   basis,   after
eliminating  all
intercompany  transactions  and after  deducting  portions
of income  properly
attributable  to minority  interests,  if any, in the stock
and surplus of the
Subsidiaries of the Borrower.

            "Consolidated  Net Worth" shall mean the
shareholders'  equity of
the Borrower calculated in accordance with GAAP, less
treasury stock.

            "Contractual  Obligation"  of any Person shall
mean any  provision
of any  security  issued by such  Person or of any
agreement,  instrument  or
undertaking  under which such Person is obligated or by
which it or any of the
property owned by it is bound.

            "Credit Documents" shall mean,  collectively,
this Agreement, the
Notes,  the  Guaranty  Agreement,  all Letter of Credit
Applications  and all
other instruments,  documents, certificates,  agreements and
writings executed
in connection herewith, each as amended,  restated,
supplemented or otherwise
modified from time to time.

            "Credit  Parties" shall mean,  collectively,
each of the Borrower
and the Guarantor.

            "Default" shall mean any condition or event
which,  with notice or
lapse of time or both, would constitute an Event of Default.

            "Dollar"  and "U.S.  Dollar"  and the sign "$"
shall  mean  lawful
money of the United States of America.

            "Eligible  Assignee"  shall mean (i) a
commercial  bank organized
under the laws of the United States or any state  thereof
having total assets
in  excess of  $1,000,000,000.00  or any  commercial
finance  or  asset-based
lending Affiliate of any such commercial bank and (ii) any
Lender.

            "Environmental  Laws"  shall mean all  federal,
state,  local and
foreign  statutes  and  codes  or  regulations,  rules or
ordinances  issued,
promulgated,  or approved  thereunder,  now or hereafter in
effect (including,
without  limitation,  those with  respect to asbestos  or
asbestos  containing
material or exposure to asbestos or asbestos  containing
material),  relating
to pollution or  protection of the  environment  and
relating to public health
and safety,  relating to (i)  emissions,  discharges,
releases or  threatened
releases  of  pollutants,  contaminants,  chemicals  or
industrial  toxic  or
hazardous  constituents,  substances or wastes,  including
without limitation,
any  Hazardous  Substance,  petroleum  including  crude  oil
or  any  fraction
thereof,  any  petroleum  product  or other  waste,
chemicals  or  substances
regulated by any  Environmental Law into the environment
(including,  without
limitation,  ambient  air,  surface  water,  ground  water,
land  surface  or
subsurface strata), or (ii) the manufacture,  processing,
distribution,  use,
generation,  treatment,  storage,  disposal,  transport  or
handling  of  any
Hazardous  Substance,  petroleum  including crude oil or any
fraction thereof,
any petroleum  product or other waste,  chemicals or
substances  regulated by
any  Environmental  Law,  and (iii)  underground  storage
tanks  and  related
piping,  and  emissions,   discharges  and  releases  or
threatened  releases
therefrom,  such  Environmental  Laws to include,  without
limitation (a) the
Clean Air Act (42 U.S.C.   7401 et seq.),  (b) the Clean
Water Act (33 U.S.C.
 1251 et seq.),  (c) the  Resource  Conservation  and
Recovery Act (42 U.S.C.
 6901 et seq.),  (d) the Toxic  Substances  Control Act (15
U.S.C.   2601 et
seq.),  (e)  the  Comprehensive   Environmental   Response
Compensation  and
Liability Act, as amended by the Superfund  Amendments and
Reauthorization Act
(42 U.S.C.   9601 et seq.), and (f) all applicable national
and local laws or
regulations with respect to environmental control.

            "ERISA" shall mean the Employee  Retirement
Income Security Act of
1974, as amended and in effect from time to time.

            "ERISA  Affiliate"  shall mean,  with respect to
any Person,  each
trade or business (whether or not  incorporated)  which is a
member of a group
of which that Person is a member and which is under common
control within the
meaning of the regulations promulgated under Section 414 of
the Tax Code.

            "Eurodollar  Advance" shall mean an Advance made
or outstanding as
a Revolving Loan bearing  interest  equal to LIBOR plus the
Applicable  Margin
for such Advance.

            "Eurodollar   Borrowing"   shall  mean  a
Borrowing  made  up  of
Eurodollar Advances.

            "Event of  Default"  shall have the  meaning
provided  in Article
VIII.

            "Executive  Officer"  shall mean with  respect
to any Person,  the
President, Vice Presidents, Chief Financial Officer,
Treasurer,  Secretary and
any Person holding comparable offices or duties.

            "Federal  Funds  Rate" shall mean for any
period,  a  fluctuating
interest  rate per annum equal for each day during such
period to the weighted
average of the rates on  overnight  Federal  funds
transactions  with  member
banks of the Federal  Reserve  System  arranged by Federal
funds  brokers,  as
published  for such day (or, if such day is not a Business
Day,  for the next
preceding  Business Day) by the Federal  Reserve Bank of
Atlanta,  or, if such
rate is not so published  for any day which is a Business
Day, the average of
the  quotations for such day on such  transactions  received
by the Agent from
three Federal funds brokers of recognized standing selected
by the Agent.

            "Fiscal Year" shall mean any twelve  calendar
month period ending
on  May  31  of  any  year;   references  to  a  Fiscal
Year  with  a  number
corresponding  to any  calendar  year (e.g.,  "Fiscal Year
1996") refer to the
Fiscal Year ending on the first Saturday occurring after May
30 of that year.

            "Fiscal Year End" shall mean the last day of any
Fiscal Year.

            "Fixed  Charge  Coverage  Ratio" shall mean,
for any period,  the
ratio of (i) Consolidated EBITR to (ii) Fixed Charges for
such period.

            "Fixed   Charges"  shall  mean,  with  reference
to  any  period,
determined in accordance  with GAAP on a  consolidated
basis,  the sum of the
following for the Consolidated  Companies,  after
eliminating all intercompany
items:

      (a)   Consolidated Interest Expense for such period;
and

      (b)   all  Rental  Obligations  payable  as lessee
under any  operating
            lease properly  charged or chargeable to income
during such period
            in accordance with GAAP;

provided  that any  interest  charges or rentals paid or
accrued by any Person
acquired  by the  Borrower  or any of its  Subsidiaries
during  such  period,
through  purchase,  merger,  consolidation or otherwise,
shall be included in
"Fixed  Charges"  only to the  extent  that the  earnings
of such  Person are
taken into account in determining EBITR for such period.


            "Funded  Debt"  shall  mean,   as  applied  to
any  Person,   all
Indebtedness  of  such  Person  which  by its  terms  or by
the  terms  of any
instrument  or  agreement  relating  thereto  matures,  or
which is  otherwise
payable  or  unpaid,  one year or more  from,  or is
directly  or  indirectly
renewable  or  extendable  at the  option of the  debtor to
a date one year or
more  (including  an option of the debtor under a revolving
credit or similar
agreement  obligating  the lender or lenders to extend
credit over a period of
one year or  more)  from,  the date of the  creation
thereof,  provided  that
Funded Debt shall  include,  as at any date of
determination,  any portion of
such  Indebtedness  outstanding on such date which matures
on demand or within
one year from such date (whether by sinking fund,  other
required  prepayment,
or final payment at maturity) and shall also include all
Indebtedness of such
Person for borrowed money outstanding  under a line of
credit,  guidance line,
revolving  credit,  bankers  acceptance  facility or similar
arrangement  for
borrowed  money,  including,  without  limitation,  all
unpaid  drawings under
letters  of  credit  and  unreimbursed  amounts  pursuant
to letter of credit
reimbursement agreements, regardless of the maturity date
thereof.

            "GAAP" shall mean  generally  accepted
accounting  principles set
forth in the opinions and  pronouncements  of the Accounting
Principles Board
of the American  Institute of Certified Public  Accountants
and statements and
pronouncements  of the  Financial  Accounting  Standards
Board or, if no such
statements are  promulgated,  then such other  statements by
such other entity
as may be  approved by a  significant  segment of the
accounting  profession,
which are applicable to the circumstances as of the date of
determination.

            "Guarantors"  shall mean,  (i) Culinary
Solutions,  Inc. and (ii)
all  other  Material  Subsidiaries  of  the  Borrower,  and
their  respective
successors and permitted assigns.

            "Guaranty"  shall mean any contractual
obligation,  contingent or
otherwise  (other  than  letters of credit),  of a Person
with  respect to any
Indebtedness  or other  obligation or liability of another
Person,  including
without  limitation,  any such Indebtedness,  obligation or
liability directly
or  indirectly  guaranteed,  endorsed,  co-made  or
discounted  or sold  with
recourse  by that  Person,  or in respect of which  that
Person is  otherwise
directly or indirectly liable,  including contractual
obligations (contingent
or  otherwise)  arising  through any  agreement  to
purchase,  repurchase,  or
otherwise acquire such  Indebtedness,  obligation or
liability or any security
therefor,  or any  agreement  to provide  funds for the
payment or  discharge
thereof  (whether in the form of loans,  advances,  stock
purchases,  capital
contributions  or  otherwise),  or to  maintain  solvency,
assets,  level  of
income,  or other financial  condition,  or to make any
payment other than for
value  received.  The amount of any  Guaranty  shall be
deemed to be an amount
equal to the  stated or  determinable  amount  of the
primary  obligation  in
respect of which  guaranty is made or, if not so stated or
determinable,  the
maximum  reasonably  anticipated  liability in respect
thereof  (assuming such
Person is  required to perform  thereunder)  as  determined
by such Person in
good faith.

            "Guaranty  Agreement" shall mean the Subsidiary
Guaranty Agreement
executed initially by Culinary  Solutions,  Inc. and
thereafter by any and all
Material  Subsidiaries  of the Borrower in favor of the
Lenders,  the Issuing
Bank and the Agent,  substantially in the form of Exhibit C
as the same may be
amended, restated or supplemented from time to time.

            "Hazardous  Substances"  shall have the  meaning
assigned to that
term in the Comprehensive  Environmental  Response
Compensation and Liability
Act of 1980, as amended by the Superfund  Amendments and
Reauthorization  Acts
of 1986.

            "Hostile  Acquisition"  shall  mean any
Investment  resulting  in
control of a Person  involving a tender  offer or proxy
contest  that has not
been  recommended  or approved by the board of directors of
the Person that is
the  subject  of the  Investment  prior to the first  public
announcement  or
disclosure relating to such Investment.

            "Indebtedness" of any Person shall mean,
without  duplication (i)
all  obligations  of such Person which in accordance  with
GAAP would be shown
on the  balance  sheet  of such  Person  as a  liability
(including,  without
limitation,  obligations  for  borrowed  money and for the
deferred  purchase
price  of  property  or  services,   and   obligations
evidenced  by  bonds,
debentures,  notes or other  similar  instruments);  (ii)
all  Capital  Lease
Obligations;  (iii) all Guaranties of such Person; (iv)
Indebtedness of others
secured  by any Lien  upon  property  owned  by such
Person,  whether  or not
assumed;  and (v) obligations or other liabilities  under
currency  contracts,
Interest  Rate  Contracts,  or similar  agreements  or
combinations  thereof.
Notwithstanding the foregoing,  in determining the
Indebtedness of any Person,
there  shall be  included  all  obligations  of such  Person
of the  character
referred to in clauses (i) through (v) above deemed to be
extinguished  under
GAAP but for which such Person  remains  legally  liable
except to the extent
that such  obligations  (x) have been defeased in accordance
with the terms of
the applicable  instruments  governing such  obligations
and (y) the accounts
or other  assets  dedicated to such  defeasance  are not
included as assets on
the balance sheet of such Person.

            "Interest  Period" shall mean (i) as to any
Eurodollar  Advances,
the  interest  period  selected by the  Borrower  pursuant
to Section  3.04(a)
hereof, and (ii) as to any Swing Rate Advances,  the
interest period requested
by the  Borrower  and agreed to by the Swing Line Lender
pursuant to Section
3.01(a)(ii) hereof.

            "Interest  Rate  Contract"  shall  mean  all
interest  rate  swap
agreements,  interest rate cap  agreements,  interest rate
collar  agreements,
interest rate  insurance and other  agreements  and
arrangements  designed to
provide  protection  against  fluctuations  in interest
rates, in each case as
the same may be from time to time amended, restated,
renewed,  supplemented or
otherwise modified.


            "Investment"  shall  mean,  when used with
respect to any Person,
any direct or indirect advance,  loan or other extension of
credit (other than
the creation of  receivables  in the  ordinary  course of
business) or capital
contribution  by such Person (by means of  transfers  of
property to others or
payments  for  property  or  services  for the  account or
use of  others,  or
otherwise)  to any  Person,  or any  direct  or  indirect
purchase  or  other
acquisition by such Person of, or of a beneficial  interest
in, capital stock,
partnership interests,  bonds, notes, debentures or other
securities issued by
any other Person.

            "Issuing  Bank"  shall mean  SunTrust  Bank,
Atlanta or any other
Lender who  hereafter  may be  designated  as an Issuing
Bank  pursuant to an
Assignment and Acceptance Agreement or otherwise.

            "Lender" or  "Lenders"  shall mean  SunTrust,
the other banks and
lending  institutions  listed on the signature pages hereof,
and each assignee
thereof, if any, pursuant to Section 10.06(c).

            "Lending  Office"  shall mean for each  Lender,
the  office  such
Lender may  designate  in writing  from time to time to
Borrower and the Agent
with respect to each Type of Loan.

            "Letter  of Credit  Application"  shall mean an
"Application  and
Agreement  for Standby  Letter of Credit" duly  executed and
delivered by the
Borrower  or any of its  Subsidiaries  substantially  in the
form of Exhibit G
attached hereto.

            "Letter  of  Credit  Obligations"  shall  mean,
with  respect  to
Letters  of  Credit,  as at any  date  of  determination,
the  sum of (a) the
maximum  aggregate  amount which at such date of
determination is available to
be drawn by the  beneficiaries  thereof  (assuming the
conditions for drawing
thereunder  have been met) under all Letters of Credit
outstanding,  plus (b)
the aggregate  amount of all drawings  under Letters of
Credit  honored by the
Agent not theretofore reimbursed by the Borrower.

            "Letter of Credit  Subfacility"  shall mean the
$5,000,000  letter
of credit  facility  established by the Lenders  pursuant to
which the Issuing
Bank will  issue  Letters  of  Credit  for the  account  of
an  Account  Party
pursuant to Section 2.03 hereof.

            "Letters  of  Credit"  shall  mean all  letters
of credit  issued
pursuant to Article II hereof  after the Closing  Date by
the Issuing Bank for
the account of the Borrower pursuant to the Commitments.

            "Leverage  Ratio"  shall  mean for any  period
the  ration of (i)
Total Funded Debt to (ii) EBITDA.


            "LIBOR"  shall mean,  for any  Interest  Period,
with  respect to
Eurodollar  Advances  the offered  rate for  deposits in
U.S.  Dollars,  for a
period  comparable to the Interest  Period and in an amount
comparable to the
Agent's  portion of such Advances,  appearing on the
Telerate Screen Page 3750
as of  11:00  A.M.  (London,  England  time)  on the day
that  is two  London
Business  Days prior to the first day of the Interest
Period.  If two or more
of such  rates  appear on the  Reuters  Screen  LIBO  Page,
the rate for that
Interest  Period shall be the arithmetic  mean of such
rates. If the foregoing
rate is  unavailable  from the  Telerate  Page for any
reason,  then such rate
shall be  determined  by the Agent from  Reuters  Screen
LIBO Page or, if such
rate is also  unavailable  on such  service,  then on any
other  interest rate
reporting  service of recognized  standing  designated in
writing by the Agent
to Borrower and the other Lenders; in any such case rounded,
if necessary,  to
the next higher 1/16 of 1.0%, if the rate is not such a
multiple.

            "Lien" shall mean any mortgage,  pledge,
security interest,  lien,
charge,  hypothecation,  assignment,  deposit  arrangement,
title  retention,
preferential  property right,  trust or other arrangement
having the practical
effect of the  foregoing  and shall include the interest of
a vendor or lessor
under  any  conditional  sale  agreement,  capitalized
lease or  other  title
retention agreement.

            "Loans"  shall mean,  collectively,  the
Revolving  Loans and the
Swing Line Loans.

            "Margin  Regulations"  shall  mean  Regulation
G,  Regulation  T,
Regulation  U and  Regulation  X of the  Board  of
Governors  of the  Federal
Reserve System, as the same may be in effect from time to
time.

            "Material  Subsidiary" shall mean (i) each
Credit Party other than
the Borrower,  and (ii) each other Subsidiary of the
Borrower, now existing or
hereafter  established  or  acquired,  that at any time
prior to the  Maturity
Date,  has or  acquires  total  assets  in excess  of
$1,000,000.00,  or that
accounted for or produced more than 5% of the  Consolidated
Net Income (Loss)
of the Borrower on a consolidated  basis during any of the
three most recently
completed Fiscal Years of the Borrower,  or that is
otherwise  material to the
operations or business of the Borrower or another Material
Subsidiary.

            "Materially  Adverse  Effect"  shall mean any
materially  adverse
change  in (i) the  business,  results  of  operations,
financial  condition,
assets or prospects of the Consolidated Companies,  taken as
a whole, (ii) the
ability of Borrower to perform its obligations under this
Agreement,  or (iii)
the ability of the other Credit  Parties  (taken as a whole)
to perform  their
respective obligations under the Credit Documents.

            "Maturity  Date" shall mean the  earlier of (i)
July 2, 2003,  and
(ii) the date on which all amounts  outstanding under this
Agreement have been
declared  or  have  automatically  become  due  and  payable
pursuant  to the
provisions of Article VIII.

            "MFCI" shall mean Morrison  Fresh  Cooking,
Inc., a  wholly-owned
subsidiary of Morrison.

            "Morrison"  shall  mean  Morrison  Restaurants,
Inc.,  a Delaware
corporation.

            "Moody's" shall mean Moody's Investors Service,
Inc.


            "Multiemployer  Plan"  shall have the meaning
set forth in Section
4001(a)(3) of ERISA.

            "Net Proceeds"  shall mean, with respect to any
equity offering or
issuance of  Subordinated  Debt,  (i) all cash received with
respect  thereto,
whether  by  way  of  deferred  payment  pursuant  to  a
promissory  note,  a
receivable or otherwise (and interest paid  thereon),  plus
(ii) the higher of
the book value or the fair market  value of any assets
(including  any stock)
received with respect  thereto,  in each case, net of
reasonable and customary
sale expenses,  fees and commissions incurred and taxes paid
or expected to be
payable within the next twelve months in connection
therewith.

            "Notes" shall mean,  collectively,  the
Revolving Credit Notes and
the Swing Line Note.

            "Notice of Borrowing"  shall have the meaning
provided in Section
3.01(a)(i).

            "Notice  of   Conversion/Continuation"   shall
have  the  meaning
provided in Section 3.01(b)(i).

            "Notice of Swing Line Loan"  shall have the
meaning  provided  in
Section 3.01(b)(ii).

            "Obligations"  shall  mean all  amounts  owing
to the  Agent,  the
Co-Agent,  the  Issuing  Bank or any  Lender  pursuant  to
the  terms  of this
Agreement or any other Credit Document,  including,  without
limitation,  all
Loans (including all principal and interest  payments due
thereunder),  Letter
of Credit  Obligations,  fees,  expenses,  indemnification
and  reimbursement
payments,  indebtedness,  liabilities,  and obligations of
the Credit Parties,
direct or indirect,  absolute or contingent,  liquidated or
unliquidated,  now
existing  or  hereafter  arising,  together  with  all
renewals,  extensions,
modifications or refinancings thereof.

            "Payment   Office"   shall  mean  with   respect
to  payments  of
principal,  interest,  fees or other amounts  relating to
the Revolving Loans,
the Swing Line Loans,  Letter of Credit Obligations and all
other Obligations,
the office  specified as the "Payment  Office" for the Agent
on the  signature
page of the Agent,  or such other  location  as to which the
Agent  shall have
given written notice to the Borrower.

            "PBGC" shall mean the Pension  Benefit  Guaranty
Corporation,  or
any successor thereto.

            "Permitted  Liens" shall mean those Liens
expressly  permitted by
Section 7.02.

            "Person"   shall   mean   any   individual,
partnership,   firm,
corporation,  association,  joint  venture,  trust  or
other  entity,  or any
government or political  subdivision or agency,  department
or instrumentality
thereof.

            "Plan"  shall  mean any  "employee  benefit
plan" (as  defined in
Section  3(3) of ERISA),  including,  but not limited to,
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.

            "Pro  Rata  Share"  shall  mean,  with  respect
to  each  of  the
Commitments  of each  Lender,  each  Revolving  Loan to be
made  by,  and each
payment (including,  without limitation, any payment of
principal, interest or
fees) to be made to each  Lender  with  respect to the
Revolving  Loans,  the
percentage  designated  as such  Lender's Pro Rata Share of
such  Commitments,
such Loans or such  payments,  as  applicable,  set forth in
Section  2.01, in
each case as such Pro Rata Share may  change  from time to
time as a result of
assignments or amendments made pursuant to this Agreement.

            "Regulation  D" shall mean  Regulation D of the
Board of Governors
of the Federal Reserve System, as the same may be in effect
from time to time.

            "Rental  Obligations"  shall mean,  with
reference to any period,
the  aggregate  amount of all rental  obligations  for which
the  Consolidated
Companies  are  directly or  indirectly  liable (as lessee
or as  guarantor or
other surety but without  duplication)  under all leases in
effect at any time
during  such  period  (other  than  operating   leases  for
motor   vehicles,
computers,  office  equipment  and other  similar  items
used in the  ordinary
course of business of the Consolidated Companies),
including all such amounts
for which any  Person was liable  during the period
immediately  prior to the
date such Person  became a  Subsidiary  of the  Borrower or
was merged into or
consolidated with the Borrower or a Subsidiary of the
Borrower,  as determined
in accordance with GAAP.

            "Requested  Commitment Amount" shall have the
meaning set forth in
Section 2.06(a).

            "Required  Lenders" shall mean at any time, the
Lenders holding at
least 66 2/3% of the  committed  funds under the
Commitments,  whether or not
advanced,  or,  following  the  termination  of all of  the
Commitments,  the
Lenders  holding at least 66 2/3% of the  aggregate
outstanding  Advances  at
such time.

            "Requirement  of Law" for any person  shall mean
the  articles  or
certificate of incorporation  and bylaws or other
organizational or governing
documents  of such  Person,  and any  law,  treaty,  rule
or  regulation,  or
determination of an arbitrator or a court or other
governmental  authority, in
each case  applicable to or binding upon such Person or any
of its property or
to which such Person or any of its property is subject.


            "Reuters  Screen"  shall mean,  when used in
connection  with any
designated  page and LIBOR,  the  display  page so
designated  on the Reuters
Monitor  Money Rates  Service (or such other page as may
replace  that page on
that service for the purpose of displaying rates comparable
to LIBOR).

            "Revolving  Credit  Notes" shall mean,
collectively,  the amended
and restated  promissory  notes  evidencing  the  Revolving
Loans in the form
attached  hereto as Exhibit A, either as  originally
executed or as hereafter
amended, modified or supplemented.

            "Revolving  Loans" shall mean,  collectively,
the revolving loans
made to the Borrower by the Lenders pursuant to Section
2.01.

            "RTI" shall mean Ruby Tuesday, Inc., a Georgia
corporation.

            "Security  Documents"  shall  mean,
collectively,   the  Guaranty
Agreement  and  each  other  guaranty  agreement,  mortgage,
deed  of  trust,
security  agreement,   pledge  agreement,  or  other
security  or  collateral
document guaranteeing or securing the Obligations,  now or
hereafter executed,
as the same may be amended, restated,  supplemented or
otherwise modified from
time to time.

            "Sharing  Agreements" shall mean,  collectively,
(i) that certain
Distribution Agreement,  dated as of March 2, 1996 by and
among Morrison, MFCI
and  Borrower,  as amended (ii) that certain  License
Agreement,  dated as of
March 2,  1996,  by and  between  MFCI and  Borrower,  as
amended  (iii) that
certain  License  Agreement,  dated  as of  March  2,  1996,
by  and  between
Borrower  and RTI,  as amended  (iv) that  certain  Amended
and  Restated  Tax
Allocation and  Indemnification  Agreement,  dated as of
March 2, 1996, by and
among Morrison,  Borrower, MFCI and certain other
subsidiaries of Morrison, as
amended and (v) that certain  Agreement  Respecting
Employee Benefit Matters,
dated as of March 2,  1996,  by and  among  Morrison,  MFCI
and  Borrower,  as
amended.

            "Subordinated  Debt"  shall  mean  all
Indebtedness  of  Borrower
subordinated  to all obligations of Borrower or any other
Credit Party arising
under  this  Agreement,  the  Notes,  and  the  Guaranty
Agreement,  created,
incurred or assumed on terms and  conditions  satisfactory
in all respects to
the Agent,  the Issuing Bank and the Lenders,  including
without  limitation,
with  respect to  interest  rates,  payment  terms,
maturities,  amortization
schedules,  covenants,  defaults,  remedies, and
subordination  provisions, as
evidenced  by the  written  approval of the Agent,  the
Issuing  Bank and the
Lenders.


            "Subsidiary"   shall  mean,  with  respect  to
any  Person,   any
corporation  or other entity  (including,  without
limitation,  partnerships,
joint  ventures,   and   associations)   regardless  of  its
jurisdiction  of
organization  or formation,  at least a majority of the
total combined  voting
power of all classes of voting  stock or other  ownership
interests  of which
shall,  at the time as of which any  determination  is being
made, be owned by
such  Person,  either  directly  or  indirectly  through
one  or  more  other
Subsidiaries.

            "Swing Line Lender"  shall mean  SunTrust and
its  successors  and
assigns.

            "Swing Line Note" shall mean the amended and
restated  promissory
note of the  Borrower  payable  to the  order of the  Swing
Line  Lender,  in
substantially  the form of Exhibit B hereto,  evidencing the
maximum aggregate
principal  indebtedness  of the Borrower to the Swing Line
Lender with respect
to outstanding  Swing Line Loans made by the Swing Line
Lender pursuant to the
Swing Line  Subfacility,  either as  originally  executed or
as it may be from
time to time supplemented, modified, amended, renewed or
extended.

            "Swing Line Subfacility"  shall mean
$10,000,000,  as such amount
may be reduced  pursuant to Section  2.05 or amended or
modified  pursuant to
Section 10.02 hereof.

            "Swing Rate" shall mean,  as to any Swing Line
Loan,  the interest
rate per annum  agreed to by the  Borrower  and the Swing
Line Lender for such
Loan for the requested  Interest Period pursuant to the
procedure set forth in
Section 3.01(a)(ii).

            "Swing Rate Advance" shall mean any Advance
outstanding  hereunder
bearing interest based upon the Swing Rate.

            "Swing  Line Loan" shall mean a Loan made by the
Swing Line Lender
pursuant to Section 2.02 hereof.

            "Tax  Code"  shall  mean the  Internal  Revenue
Code of 1986,  as
amended and in effect from time to time.

            "Taxes" shall mean any present or future taxes,
levies,  imposts,
duties,  fees,  assessments,  deductions,  withholdings  or
other  charges  of
whatever nature,  including  without  limitation,  income,
receipts,  excise,
property, sales, transfer, license, payroll, withholding,
social security and
franchise  taxes now or hereafter  imposed or levied by the
United States,  or
any state, local or foreign  government or by any
department,  agency or other
political   subdivision  or  taxing  authority  thereof  or
therein  and  all
interest,  penalties,  additions to tax and similar
liabilities  with respect
thereto.

            "Telerate"   shall  mean,   when  used  in
connection   with  any
designated  page and LIBOR,  the display page so  designated
on the Dow Jones
Telerate  Service (or such other page as may replace that
page on that service
for the purpose of displaying rates comparable to LIBOR).


            "Total   Capitalization"   shall   mean,   as
of  any   date   of
determination,  the sum of (i) Total Funded Debt, plus (ii)
Consolidated  Net
Worth.

            "Total  Funded  Debt"  shall  mean,  for any
Person  Consolidated
Funded Debt plus the present  value of all minimum lease
commitments  to make
payments  with respect to operating  leases of such Person,
determined  based
upon a discount of ten percent (10%) in accordance  with the
Standard & Poor's
methodology.

            "Type" of  Borrowing  shall mean a  Borrowing
consisting  of Base
Rate Advances, Eurodollar Advances or Swing Rate Advances.

            "Voting Stock" shall mean securities of any
class or classes,  the
holders of which are  entitled  to elect all of the
corporate  directors  (or
Persons performing similar functions).

            "Year 2000 Compliant"  shall mean that neither
the performance nor
functionality  of the operating  systems for  Borrower's or
its  Subsidiaries'
computers,   all  software   applications  that  run  on
Borrower's  and  its
Subsidiaries'   computers,   and  all  of  Borrower's  and
its  Subsidiaries'
machinery and equipment,  is affected by dates prior to,
during,  spanning or
after  January  1,  2000,  and  shall  include,  but  not
be  limited  to (a)
accurately processing  (including,  but not limited to
calculating,  comparing
and sequencing)  date and time data from, into, and between
the years 1999 and
2000 and leap year calculations,  (b) functioning without
error,  interruption
or decreased  performance  relating to such date and time
data, (c) accurately
processing  such  date and time  data  when  used in
combination  with  other
technology,  if the other  technology  properly  exchanges
date and time data,
(d) accurate date and time data century  recognition,  (e)
calculations  that
accurately  use same  century  and  multi-century  formulas
and date and time
values,  (f) date and time data  interface  values  which
reflect the correct
century,  and (g) processing,  storing,  receiving and
outputting all date and
time data in a format that  accurately  indicates  the
century of the date and
time data.

            Section I.2.    Accounting   Terms   and
Determination.   Unless
otherwise  defined  or  specified  herein,   all  accounting
terms  shall  be
construed herein, all accounting  determinations  hereunder
shall be made, all
financial  statements  required to be delivered  hereunder
shall be prepared,
and all financial records shall be maintained in accordance
with, GAAP.

            Section I.3.   Other  Definitional   Terms.  The
words  "hereof",
"herein"  and  "hereunder"  and  words of  similar  import
when  used in this
Agreement  shall refer to this  Agreement as a whole and not
to any particular
provision of this Agreement, and Article, Section,
Schedule, Exhibit and like
references are to this Agreement unless otherwise specified.

            Section I.4.    Exhibits   and   Schedules.
All   Exhibits   and
Schedules attached hereto are by reference made a part
hereof.



                                  ARTICLE II.

                          LOANS AND LETTERS OF CREDIT

            Section II.1.   Commitments; Use of Proceeds.

            (a)   Commitments.  Subject  to and upon the
terms and  conditions
      herein set forth,  each  Lender  severally
establishes  in favor of the
      Borrower,  from on and after the Closing Date, but
prior to the Maturity
      Date, a revolving  credit facility in favor of the
Borrower in aggregate
      principal  at any one time  outstanding  not to exceed
the sum set forth
      opposite such Lender's  name below,  ("Commitment"),
as the same may be
      reduced from time to time pursuant to the terms
hereof:


ProRata Share of
                                          Commitments
Commitments

            SunTrust Bank, Atlanta        $25,000,000.00
33.3333%
            Wachovia Bank, N.A.           $20,000,000.00
26.6667%
            NationsBank, N.A.             $15,000,000.00
20.0000%
            First Union National Bank     $15,000,000.00
20.0000%
                                          --------------
---------
                  Total                   $75,000,000.00
100.0000%
                                          ==============
=========
      The  Lenders,  subject  to and upon the terms and
conditions  set forth
      herein,  from  time to  time,  agree to make to the
Borrower  Revolving
      Loans in an aggregate  principal  amount  outstanding
at any time not to
      exceed such  Lender's  Commitment.  Borrower  shall be
entitled to repay
      and reborrow  Revolving Loans in accordance with the
provisions  hereof.
      In addition to Revolving  Loans,  the Borrower may
request,  from on and
      after the Closing  Date but prior to the Maturity
Date,  that the Swing
      Line Lender extend to the Borrower  Swing Line Loans
subject to and upon
      the  terms  and  conditions  herein  set  forth.
Notwithstanding   any
      provision of this  Agreement to the  contrary,  within
the limits of the
      Commitments,  the  Borrower  may borrow,  repay and
reborrow  under the
      terms of this  Agreement,  provided  however,  that
(i) the Borrower may
      neither borrow nor reborrow  should there exist a
Default or an Event of
      Default,  (ii) the aggregate outstanding amount of
Advances after giving
      effect to each  Borrowing  plus the Letter of Credit
Obligations  shall
      not exceed the aggregate Commitments.


            (b)   Amount and Terms of Loans.  Each
Revolving  Loan shall,  at
      the option of  Borrower,  be made or continued  as, or
converted  into,
      part of one or more Borrowings that shall consist
entirely of Base Rate
      Advances or Eurodollar  Advances.  Each Swing Line
Loan shall consist of
      Swing Rate  Advances  made by the Swing Line Lender in
accordance  with
      the  procedure  described in Section  2.02.  Each
Eurodollar  Borrowing
      shall be in a principal  amount of not less than
$5,000,000 or a greater
      integral  multiple of $1,000,000,  and each Base Rate
Borrowing shall be
      in a principal  amount of not less than $1,000,000 or
a greater integral
      multiple  of  $100,000.  At  no  time  shall  the
aggregate  number  of
      Eurodollar Borrowings outstanding under this Article
II exceed six (6).

            (c)   Use of  Proceeds.  The proceeds of
Revolving  Loans,  Swing
      Line  Loans and  Letters  of Credit  shall be used
solely to  refinance
      Indebtedness  of  Borrower   existing  on  the
Closing  Date,  to  make
      Investments and finance  acquisitions  permitted by
the terms hereof, to
      fund  working  capital  needs  of the  Borrower  and
for  other  general
      corporate purposes of the Borrower.

            Section II.2.  Swing Line Subfacility.

            (a)   Swing  Line  Subfacility.  Subject to and
upon the terms and
      conditions   herein  set  forth,   the  Swing  Line
Lender   severally
      establishes  in favor of the  Borrower,  from on and
after  the  Closing
      Date, but prior to the Maturity Date, its Swing Line
Subfacility  within
      its   Commitment.   Sections  3.01  and  3.02  shall
apply  equally  to
      Borrowings  made  under  the  Swing  Line
Subfacility  and  Borrowings
      requested or made through  Section 2.01. The Swing
Line Lender,  subject
      to and upon the terms and  conditions  set  forth
herein,  from time to
      time,  agrees to make to the  Borrower  Swing Line
Loans in an aggregate
      principal  amount  outstanding  at any time not to
exceed the Swing Line
      Subfacility.  Borrower  shall be  entitled to repay
and  reborrow  Swing
      Line Loans in accordance  with the  provisions
hereof.  Notwithstanding
      any  provision  of this  Agreement to the  contrary,
the sum of (x) the
      aggregate  principal  amount  of  the  Revolving
Loans,  plus  (y)  the
      aggregate  principal  amount  of the  Swing  Line
Loans at any one time
      outstanding,  plus (z) the  Letter  of  Credit
Obligations,  shall  not
      exceed the aggregate Commitments.

            (b)   Amount and Terms of Swing Line  Loans.
Each Swing Line Loan
      shall be made as a Swing Rate  Advance from the Swing
Line Lender at the
      Swing Rate and  Interest  Period  established  by the
Borrower  and the
      Swing Line  Lender on the date of each  request for a
Swing Line Loan in
      accordance  with Section  3.01(a)(ii).  Each Swing
Line Loan shall be in
      a  principal  amount of not less  than  $100,000  or a
greater  integral
      multiple  of  $10,000.  At no time shall the
aggregate  number of Swing
      Line Loans outstanding under this Article II exceed
two.


            (c)   Repayment  by  Revolving  Loans.  If (i)
any Swing Line Loan
      shall be  outstanding  upon the  occurrence  of an
Event of Default,  or
      (ii)  after  giving  effect to any  request  for a
Swing  Line Loan or a
      Revolving Loan, the aggregate  principal  amount of
the Revolving Loans,
      Swing  Line Loans and Letter of Credit  Obligations
outstanding  to the
      Swing Line Lender would exceed the Swing Line Lender's
Commitment,  then
      each Lender hereby agrees,  upon request from the
Swing Line Lender,  to
      make a Revolving  Loan (which shall be  initially
funded as a Base Rate
      Borrowing)  in an amount  equal to such  Lender's  Pro
Rata Share of the
      outstanding  principal  amount of the Swing Line
Loans (the  "Refunded
      Swing Line Loans")  outstanding on the date such
notice is given.  On or
      before 11:00 a.m.  (local time for the Agent) on the
first  Business Day
      following  receipt by each Lender of a request to make
Revolving  Loans
      as provided in the preceding sentence,  each such
Lender (other than the
      Swing Line Lender)  shall  deposit in an account
specified by the Agent
      to the  Lenders  from time to time the amount so
requested  in same day
      funds,  whereupon such funds shall be immediately
delivered to the Swing
      Line Lender  (and not the  Borrower)  and applied to
repay the  Refunded
      Swing Line Loans.  On the day such  Revolving  Loans
are made, the Swing
      Line  Lender's Pro Rata Share of the Refunded  Swing
Line Loans shall be
      deemed to be paid with the proceeds of the  Revolving
Loans made by the
      Swing Line Lender.  Upon the making of any  Revolving
Loan  pursuant to
      this clause,  the amount so funded shall become due
under such  Lender's
      Revolving  Credit  Note and shall no longer be owed
under the Swing Line
      Note.  Each Lender's  obligation to make the Revolving
Loans referred to
      in this clause  shall be  absolute  and  unconditional
and shall not be
      affected by any circumstance,  including,  without
limitation,  (i) any
      setoff,  counterclaim,  recoupment,  defense or other
right  which such
      Lender may have  against  the Swing Line  Lender,  the
Borrower  or any
      other  Person  for  any  reason  whatsoever;   (ii)
the  occurrence  or
      continuance  of any  Default  or Event of  Default;
(iii)  any  adverse
      change in the condition  (financial or otherwise) of
the Borrower or any
      other Credit Party;  (iv) the  acceleration  or
maturity of any Loans or
      the  termination of the  Commitments  after the making
of any Swing Line
      Loan;  (v) any breach of this  Agreement  by the
Borrower  or any other
      Lender; or (vi) any other  circumstance,  happening or
event whatsoever,
      whether or not similar to any of the foregoing.


            (d)   Purchase  of  Participations.  In the
event  that  (i)  the
      Borrower or any  Subsidiary  is subject to any
bankruptcy or insolvency
      proceedings  as  provided  in  Section  8.07 or (ii)
if the  Swing  Line
      Lender  otherwise  requests,  each Lender shall
acquire without recourse
      or warranty an undivided  participation  interest
equal to such Lender's
      Pro Rata  Share of the  Commitments  of any Swing
Line  Loan  otherwise
      required to be repaid by such Lender  pursuant to the
preceding  clause
      by paying  to the Swing  Line  Lender on the date on
which  such  Lender
      would  otherwise  have been required to make a
Revolving Loan in respect
      of such Swing Line Loan  pursuant to the preceding
clause,  in same day
      funds,  an amount  equal to such  Lender's  Pro Rata
Share of such Swing
      Line Loan, and no Revolving  Loans shall be made by
such Lender pursuant
      to the  preceding  clause.  From and after the date on
which any  Lender
      purchases  an  undivided  participation  interest  in
a Swing  Line Loan
      pursuant to this clause,  the Swing Line Lender shall
distribute to such
      Lender  (appropriately  adjusted,  in the case of
interest payments,  to
      reflect  the period of time  during  which such
Lender's  participation
      interest is  outstanding  and funded) its ratable
amount of all payments
      of  principal  and  interest  in respect of such Swing
Line Loan in like
      funds as  received;  provided,  however,  that in the
event such payment
      received  by the Swing Line  Lender is  required  to
be  returned to the
      Borrower,  such Lender shall return to the Swing Line
Lender the portion
      of any  amounts  which  such  Lender  had  received
from the Swing Line
      Lender in like funds.

            (e)   Swing  Line  Loans  Following  Notice  of
Event of  Default.
      Notwithstanding  the  foregoing  provisions  of this
Section  2.02,  no
      Lender  shall be required to make a Revolving  Loan to
Borrower  for the
      purpose of  refunding  a Refunded  Swing Line Loan
pursuant to Section
      2.02(c)  above or to purchase a  participating
interest in a Swing Line
      Loan pursuant to Section  2.02(d) above if a Default
or Event of Default
      has occurred and is  continuing,  and,  prior to the
making by the Swing
      Line Lender of such Swing Line Loan,  the Swing Line
Lender had received
      written  notice  from the  Borrower or any Lender
specifying  that such
      Default  or  Event of  Default  had  occurred  and was
continuing  (and
      identifying the same as a Default or Event of Default
hereunder).

            Section II.3.  Letter of Credit Subfacility.

            (a)   Terms of  Issuance  of Letters of  Credit.
Subject  to, and
      upon the terms  and  conditions  set  forth  herein,
the  Borrower  may
      request,  in accordance with the provisions of this
Section 2.03 and the
      other terms of this  Agreement,  that on and after the
Closing  Date but
      prior to the  Maturity  Date,  that the Issuing  Bank,
on behalf of the
      Lenders,  and in  reliance  on the  agreements  of the
Lenders set forth
      below,  issue a Letter of Credit or Letters of Credit
for the account of
      the  Borrower  or any  Guarantor;  provided  that the
Borrower  or such
      Guarantor  executes  and  delivers to the Agent and
the  Issuing  Bank a
      Letter of Credit  Application,  provided  further that
(i) no  Letter of
      Credit shall have an  expiration  date that is later
than one year after
      the date of  issuance  thereof  (provided  that a
Letter of  Credit  may
      provide that it is extendible for  consecutive  one
year periods);  (ii)
      the  Borrower  shall not request  that the Issuing
Bank issue any Letter
      of Credit,  if, after  giving  effect to such
issuance,  the sum of the
      aggregate Letter of Credit  Obligations  plus the
aggregate  outstanding
      principal  amount of the Advances  would exceed the
aggregate  amount of
      the  Commitments;  and (iii) the  Borrower  shall not
request  that the
      Issuing Bank issue any Letter of Credit if after
giving  effect to such
      issuance,  the aggregate Letter of Credit  Obligations
would exceed the
      amount  of the  Letter  of  Credit  Subfacility.  To
the  extent  of any
      conflict  between the terms of this  Agreement  and
any Letter of Credit
      Application, this Agreement shall control.


            (b)   Notice  of  Issuance  of  Letter of
Credit;  Agreement  to
      Issue.  Whenever  the  Borrower  desires  the
issuance  of a Letter  of
      Credit,  it shall,  in addition  to any  application
and  documentation
      procedures  reasonably  required by the Agent and the
Issuing  Bank for
      the  issuance  of such  Letter of  Credit,  deliver to
the Agent and the
      Issuing  Bank a written  notice no later than  11:00
AM (local  time for
      the Agent) at least two (2)  Business  Days in
advance of the  proposed
      date of  issuance  and the Agent shall  promptly
forward a copy of such
      notice to each Lender.  Each such notice shall specify
(i) the  Account
      Party,  (ii) the  proposed  date of issuance  (which
shall be a Business
      Day);   (iii) the  face  amount  of  the  Letter  of
Credit;   (iv) the
      expiration  date of the Letter of Credit;  and (v) the
name and address
      of the  beneficiary  with  respect  to such  Letter of
Credit  and shall
      attach a precise  description of the  documentation
and a verbatim text
      of any  certificate to be presented by the beneficiary
of such Letter of
      Credit which would  require the Issuing  Bank to make
payment  under the
      Letter of Credit,  provided that the Issuing Bank may
require reasonable
      changes in any such documents and  certificates  in
accordance  with its
      customary  letter of credit  practices,  and provided
further,  that no
      Letter of Credit shall require payment against a
conforming  draft to be
      made  thereunder  on the same  Business Day that such
draft is presented
      if such  presentation  is made after 11:00 AM
(Atlanta,  Georgia  time).
      In determining  whether to pay any draft under any
Letter of Credit, the
      Issuing Bank shall be  responsible  only to determine
that the documents
      and  certificate  required  to be  delivered  under
its Letter of Credit
      have  been  delivered,  and that  they  comply  on
their  face  with the
      requirements  of the  Letter of Credit.  Promptly
after  receiving  the
      notice of  issuance of a Letter of Credit,  the Agent
shall  notify each
      Lender of such Lender's respective participation
therein,  determined in
      accordance with its respective Pro Rata Share of the
Commitments.

            (c)   Agreement  to Issue  Letters of  Credit.
The  Issuing  Bank
      agrees,   subject  to  the  terms  and  conditions
set  forth  in  this
      Agreement,  to issue for the account of such  Account
Party a Letter of
      Credit  in a face  amount  equal  to the  face  amount
requested  under
      paragraph (b)  above,  following  its  receipt of a
notice  required  by
      paragraph  (d) below.  Immediately  upon the  issuance
of each Letter of
      Credit,  each  Lender  shall be deemed to, and  hereby
agrees to,  have
      irrevocably  purchased  from the Issuing  Bank a
participation  in such
      Letter of Credit and any drawing  thereunder  in an
amount equal to such
      Lender's  Pro  Rata  Share  of the  Commitments
multiplied  by the face
      amount  of such  Letter  of  Credit.  Upon  issuance
and  amendment  or
      extension  of any Letter of Credit,  the  Issuing
Bank shall  provide a
      copy  of  each  such  Letter  of  Credit  issued,
amended  or  extended
      hereunder to the Agent and each Lender.

            (d)   Payment of Amounts  Drawn  Under  Letters
of Credit.  In the
      event of any  request  for a drawing  under any
Letter of Credit by the
      beneficiary  thereof,  the Issuing Bank shall notify
the  Borrower,  the
      Agent and the  Lenders on or before the date on which
the Agent  intends
      to honor such drawing,  and the Borrower and the
Account Party (if other
      than the Borrower)  jointly and severally agree to
reimburse the Issuing
      Bank on  the day on which  such  drawing  is  honored
in an amount,  in
      same day funds, equal to the amount of such drawing.


                  (i)   Notwithstanding  any  provision  of
this  Agreement to
            the  contrary,  to the extent that any Letter of
Credit or portion
            thereof  remains  outstanding on the Maturity
Date, for any reason
            whatsoever,  the Borrower,  each  Guarantor and
the Lenders hereby
            agree  that the  beneficiary  or  beneficiaries
thereof  shall be
            deemed  to  have  made a  drawing  under  the
Commitments  of all
            available amounts  outstanding  pursuant to such
Letters of Credit
            on the  Maturity  Date,  which amount shall be
held by the Issuing
            Bank as cash collateral for its remaining
obligations pursuant to
            such  Letters  of  Credit.  provided  however,
that  if any  such
            Letter   of   Credit   Outstanding   on  the
Maturity   Date  is
            (i) surrendered    for    cancellation    by
the    beneficiary,
            (ii) expires,  or (iii) is terminated for any
reason, prior to the
            Issuing  Bank  honoring a request for a drawing
under such Letter
            of  Credit  for less than the full  amount
available  under  such
            Letter of Credit,  the Issuing Bank shall
promptly  refund (x) the
            cash  collateral  to the  extent  of the
undrawn  amount  of each
            Letter  of Credit  plus  (y) the  amount of each
Letter of Credit
            honored by the  Issuing  Bank not  theretofore
reimbursed  by the
            Borrower.   The  immediately   preceding
sentence  will  survive
            termination of this Agreement.

                  (ii)  As between the  Borrower,  any
Account  Party and the
            Issuing Bank,  the Borrower and such Account
Party assume all risk
            of the acts and  omissions of, or misuse of, the
Letters of Credit
            issued by the Issuing Bank,  by the  respective
beneficiaries  of
            such  Letters of  Credit,  other than  losses
resulting  from the
            gross  negligence  or willful  misconduct  of
the Issuing Bank. In
            furtherance  and not in limitation of the
foregoing but subject to
            the exception for the Issuing  Bank's gross
negligence or willful
            misconduct  set  forth  above,  the  Issuing
Bank  shall  not  be
            responsible  (i) for the form,  validity,
sufficiency,  accuracy,
            genuineness  or legal  effect  of any  document
submitted  by any
            party in connection  with the application for
and issuance of such
            Letters  of  Credit,  even if it should in fact
prove to be in any
            or all respects insufficient,  inaccurate,
fraudulent or forged or
            otherwise  invalid;  (ii) for the validity or
sufficiency  of any
            instrument  transferring or assigning or
purporting to transfer or
            assign  any such  Letter  of  Credit  or the
rights  or  benefits
            thereunder  or  proceeds  thereof  in whole or
in part  which  may
            prove to be  invalid  or  ineffective  for any
reason;  (iii) for
            failure of the  beneficiary of any such Letter
of Credit to comply
            fully  with the  conditions  required  in order
to draw  upon such
            Letter of Credit;  (iv) for  errors,  omissions,
interruptions or
            delays in  transmission  or  delivery  of any
messages,  by mail,
            cable,  telegraph,  telex,  telecopy or
otherwise;  (v) for  good
            faith errors in  interpretation  of technical
terms;  (vi) for any
            loss or delay in the  transmission  or
otherwise  of any document
            required  in order to make a  drawing  under
any such  Letter  of
            Credit or the proceeds  thereof;  (vii) for the
misapplication by
            the  beneficiary of any such Letter of Credit;
and (viii) for any
            consequences  arising  from  causes  beyond  the
control  of  the
            Issuing Bank.


            (e)   Payment  of Letter of  Credit  Draws by
Banks.  In the event
      that the  Borrower or the  Account  Party  shall fail
to  reimburse  the
      Issuing Bank as provided in paragraph (d) above,  the
Issuing Bank shall
      promptly notify each Lender of the  unreimbursed
amount of such drawing
      and of such  Lender's  respective  participation
therein.  Each  Lender
      shall  make  available  to the  Issuing  Bank  an
amount  equal  to its
      respective participation,  in immediately available
funds, at the office
      of the Issuing Bank  specified  in such notice not
later than  1:00 P.M.
      (Atlanta,  Georgia  time) on the Business Day after
the date notified by
      the  Issuing  Bank and such  amount  shall be deemed
to be  outstanding
      hereunder  as an Advance.  Each Lender  shall be
obligated to make such
      Advance  hereunder  regardless  of whether the
conditions  precedent in
      Article IV   are  satisfied  and  regardless  of
whether  such  Advance
      complies  with the  minimum  borrowing  requirements
hereunder.  In the
      event that any such Lender  fails to make  available
to the Issuing Bank
      the amount of such Lender's  participation in such
Letter of Credit, the
      Issuing  Bank shall be  entitled  to recover  such
amount on demand from
      such Lender  together with interest.  The Issuing Bank
shall  distribute
      to  each  Lender  which  has  paid  all  amounts
payable   under  this
      Section with  respect to any Letter of Credit,  such
Lender's  Pro Rata
      Share of all  payments  received  by the  Issuing
Bank from the Account
      Party in  reimbursement  of drawings  honored by the
Issuing  Bank under
      such Letter of Credit when such payments are received.

            Section II.4.  Notes; Repayment of Principal.

            (a)   The  Borrower's  obligations  to pay the
principal  of, and
      interest  on, the  Revolving  Loans to each Lender
shall be evidenced by
      the  records of the Agent and such  Lender and by the
Revolving  Credit
      Note  payable to such  Lender (or the  assignor  of
such  Lender) in the
      amount of such Lender's  Commitment  completed in
conformity  with this
      Agreement.

            (b)   The  Borrower's  obligations  to pay the
principal  of, and
      interest  on, the Swing Line  Loans to the Swing  Line
Lender  shall be
      evidenced  by the  records of the Swing  Line  Lender
and the Swing Line
      Note payable to such Lender (or the  assignor of such
Lender)  completed
      in conformity with this Agreement.

            (c)   All  outstanding  Borrowings  outstanding
under  the  Notes
      shall be due and payable in full on the Maturity Date.

            Section II.5.  Voluntary  Reduction of
Commitments.  Upon at least
three (3)  Business  Days' prior  telephonic  notice
(promptly  confirmed  in
writing)  to the Agent,  Borrower  shall have the  right,
without  premium or
penalty,  to  terminate  the  unutilized  Commitments,  in
part  or in  whole,
provided  that (i) any such  termination  shall apply to
proportionately  and
permanently  reduce  the  Commitments  of each of the
Lenders,  and  (ii) any
partial termination  pursuant to this Section 2.05 shall be
in an amount of at
least  $5,000,000  and integral  multiples  of  $1,000,000.
Unless  otherwise
specified by the  Borrower in the  applicable  notice,  each
of the Swing Line
Subfacility and the Letter of Credit  Subfacility  shall not
be reduced by any
such reduction  unless and until the aggregate  Commitments
are reduced to an
amount  less  than the sum of the Swing  Line  Subfacility
and the  Letter of
Credit  Subfacility in which case each of the Swing Line
Subfacility  shall be
reduced as determined by the Borrower and the Agent.


            Section II.6.  Increase of the Commitments.

            (a)   Borrower  may,  at any time by  written
notice to the Agent
and the  Lenders,  request that the  Commitments  be
increased up to an amount
not  to  exceed  $100,000,000  in the  aggregate  (the
"Requested  Commitment
Amount") on a pro rata basis based on the Pro Rata Shares of
the  Lenders.  No
Lender (or any successor  thereto)  shall have any
obligation to increase its
Commitment or its other  obligations under this Agreement
and the other Credit
Documents,  and any decision by a Lender to increase its
Commitment  shall be
made in its sole discretion  independently from any other
Lender, the Agent or
the Co-Agent.  Within  fifteen (15)  Business Days from each
Lender's  receipt
of such  request  from the  Borrower,  each Lender  shall
notify the Agent in
writing  of whether or not it will agree to  increase  its
Commitment  and by
what  amount it will  agree to  increase  its  Commitment,
up to its Pro Rata
Share of the Requested  Commitment Amount.  Decisions to
increase a Commitment
must be affirmatively  communicated in writing and shall not
be presumed based
upon a failure to respond to Borrower's request.

            (b)   In the event that the aggregate  amount to
which the Lenders
are  willing  to  increase  their  Commitments  is  less
than  the  Requested
Commitment  Amount  based on the written  notices  delivered
by the Lenders to
the Agent,  the Agent  shall  first  offer to the  Lenders
who have agreed to
increase  their   Commitments  the  opportunity  to  further
increase  their
Commitments  up to an amount equal to the Requested
Commitment  Amount.  Such
Lenders  shall  promptly  respond in writing to the Agent of
whether or not it
will agree to  further  increase  its  Commitment  and by
what  amount it will
agree to further  increase  its  Commitment.  Within  five
(5)  Business  Days
after receipt of all responses  from such Lenders,  the
Agent shall inform the
Borrower  and all  Lenders in writing of the amount by which
each  Lender will
increase its Commitment.

            (c)   In the event that the aggregate  amount to
which the Lenders
are  willing  to  increase  their  Commitments  is  less
than  the  Requested
Commitment  Amount  based on the notice from the Agent to
the Borrower and all
Lenders,  the  Borrower  shall  have the right,  within
sixty days (60) after
receipt of such notice from the Agent, to obtain
commitments from one or more
new banks or  financial  institutions  in an  aggregate
amount  such that the
existing  Commitments,  plus the  aggregate  principal
amount  by  which  the
Lenders  are  willing  to  increase  their  Commitments,
plus  the  aggregate
principal  amount  of the  new  commitments  by the  new
banks  or  financial
institutions  does not  exceed  the  Requested  Commitment
Amount;  provided,
however,  that (1) the new banks or financial  institutions
must be acceptable
to the Agent and Required Lenders in their sole  discretion,
which acceptance
will  not be  unreasonably  withheld  or  delayed,  and (2)
the new  banks  or
financial  institutions  must become parties to this
Agreement  pursuant to a
joinder  agreement  in form and  substance  satisfactory  to
the Agent and the
Required  Lenders,  pursuant  to which (x) they  shall be
granted  all of the
rights that  existing  Lenders have under this  Agreement
and the other Credit
Documents,  (y) they shall assume the same  liabilities and
obligations  that
the existing  Lenders have under this Agreement and (z) the
existing  Lenders
and such new banks or financial  institutions  shall agree
to either  purchase
or sell  outstanding  Advances,  as the  case  may be such
that  each  Lender
(existing and new) shall have  outstanding  Advances in an
amount equal to its
Pro Rate Share of all Advances then outstanding.

                                 ARTICLE III.

                              GENERAL LOAN TERMS

            Section III.1. Funding Notices.

            (a)   (i)  Whenever  Borrower  desires  to make
a  Borrowing  with
      respect to the  Commitments  (other than one resulting
from a conversion
      or  continuation  pursuant  to  Section  3.01(b)(i)),
it shall give the
      Agent prior written notice (or telephonic  notice
promptly  confirmed in
      writing) of such  Borrowing  (a "Notice of
Borrowing"),  such Notice of
      Borrowing  to be given prior to 12:00 noon (local time
for the Agent) at
      the  Payment  Office  of the  Agent  (x) one  Business
Day prior to the
      requested date of such Borrowing in the case of Base
Rate Advances,  and
      (y) three  Business Days prior to the requested  date
of such  Borrowing
      in the case of Eurodollar  Advances.  Notices
received after 12:00 noon
      shall be  deemed  received  on the next  Business
Day.  Each  Notice of
      Borrowing   shall  be  irrevocable   and  shall
specify  the  aggregate
      principal  amount of the Borrowing,  the date of
Borrowing  (which shall
      be a Business  Day),  and  whether the  Borrowing  is
to consist of Base
      Rate  Advances or  Eurodollar  Advances  and (in the
case of  Eurodollar
      Advances) the Interest Period to be applicable
thereto.

            (ii)  Whenever  Borrower  desires to obtain a
Swing Line Loan,  it
      shall give the Swing Line Lender  prior  written
notice (or  telephonic
      notice  promptly  confirmed  in  writing)  of such
Swing  Line  Loan (a
      "Notice  of Swing  Line  Loan"),  such  Notice of
Swing  Line Loan to be
      given prior to 11:00 A.M.  (local time for Agent) at
the Payment  Office
      of the Swing  Line  Lender on the  Business  Day of
the such  Swing Line
      Loan.  Notices  received  after 11:00 A.M.  shall be
deemed  received on
      the next  Business  Day.  Each  Notice of Swing Line
Loan shall  specify
      the aggregate  principal  amount of the Swing Line
Loan, the date of the
      Swing  Line  Loan  (which  shall be a  Business  Day)
and the  requested
      Interest Period to be applicable thereto.  The Swing
Line Lender,  shall
      within two (2) hours of receipt of such notice,
provide to the Borrower
      telephonic  or  written  notice  of a  quote  of the
Swing  Rate  to be
      applicable  to such  Swing  Line Loan for the  amount
and the  Interest
      Period  requested  by the  Borrower.  Within  one (1)
hour of receipt of
      such quote,  the Borrower  shall notify the Swing Line
Lender whether or
      not it has  elected to accept the  offered  Swing Rate
and if  accepted,
      the Swing Line Lender shall confirm such Borrowing in
writing.


            (b)   (i)  Whenever  Borrower  desires to
convert all or a portion
      of an outstanding  Borrowing  under the  Commitments
consisting of Base
      Rate Advances into a Borrowing consisting of
Eurodollar Advances,  or to
      continue  outstanding a Borrowing  consisting of
Eurodollar Advances for
      a new Interest  Period,  it shall give the Agent at
least three Business
      Days' prior written notice (or telephonic  notice
promptly  confirmed in
      writing) of each such  Borrowing  to be  converted
into or continued as
      Eurodollar     Advances.     Such     notice    (a
"Notice    of
      Conversion/Continuation")  shall be given  prior  to
11:00  A.M.  (local
      time for the Agent) on the date  specified at the
Payment  Office of the
      Agent.   Each   such   Notice   of
Conversion/Continuation   shall  be
      irrevocable  and shall  specify the  aggregate
principal  amount of the
      Advances to be converted or  continued,  the date of
such  conversion or
      continuation  and the  Interest  Period to be
applicable  thereto.  If,
      upon the  expiration of any Interest  Period in
respect of any Borrowing
      consisting  of  Eurodollar  Advances,  Borrower  shall
have  failed  to
      deliver the Notice of Conversion/Continuation,
Borrower shall be deemed
      to have  elected to convert or continue  such
Borrowing  to a Borrowing
      consisting of Base Rate  Advances.  So long as any
Executive  Officer of
      Borrower has  knowledge  that any Default or Event of
Default shall have
      occurred  and be  continuing,  no  Borrowing  may be
converted  into or
      continued  as  (upon   expiration  of  the  current
Interest   Period)
      Eurodollar  Advances unless the Agent and each of the
Lenders shall have
      otherwise  consented  in writing.  No  conversion  of
any  Borrowing  of
      Eurodollar  Advances  shall be  permitted  except on
the last day of the
      Interest Period in respect thereof.

            (ii) Upon the  expiration of the applicable
Interest  Period with
      respect to any Swing  Line Loan,  the  Borrower  shall
repay such Swing
      Line  Loan to the Swing  Line  Lender,  and in the
event  that the other
      Lenders have purchased a participation  in such Swing
Line Loan pursuant
      to Section 2.02  hereof,  the Swing Line Lender  shall
distribute  such
      payments pro rata amongst the Lenders participating
therein.

            (c)   Without  in  any  way  limiting
Borrower's   obligation  to
      confirm in writing any telephonic  notice,  the Agent
and the Swing Line
      Lender may act without  liability  upon the basis of
telephonic  notice
      believed  by the Agent or the Swing Line Lender in
good faith to be from
      Borrower  prior to receipt of written  confirmation.
In each such case,
      Borrower  hereby  waives the right to dispute  the
Agent's or the Swing
      Line Lender's record of the terms of such telephonic
notice.

            (d)   The  Agent  shall   promptly  give  each
Lender  notice  by
      telephone  (confirmed  in  writing) or by telex,
telecopy or  facsimile
      transmission  of the matters  covered by the notices
given to the Agent
      pursuant to this Section 3.01 with respect to the
Commitments.

            Section III.2. Disbursement of Funds.


            (a)   No later than 12:00 noon  (local  time for
the Agent) on the
      date of each  Borrowing  pursuant  to the  Commitments
(other  than one
      resulting  from a  conversion  or  continuation
pursuant  to  Section
      3.01(b)(i)),  each Lender will make  available its Pro
Rata Share of the
      amount of such Borrowing in immediately  available
funds at the Payment
      Office of the  Agent.  The Agent will make  available
to  Borrower  the
      aggregate  of the amounts (if any) so made  available
by the Lenders to
      the Agent in a timely  manner by crediting  such
amounts to  Borrower's
      demand  deposit  account  maintained  with the  Agent
or at  Borrower's
      option,  by  effecting  a wire  transfer of such
amounts to  Borrower's
      account  specified  by the  Borrower,  by the close of
business on such
      Business  Day.  In the event that the  Lenders do not
make such  amounts
      available to the Agent by the time prescribed  above,
but such amount is
      received  later that day, such amount may be credited
to Borrower in the
      manner  described  in the  preceding  sentence on the
next  Business Day
      (with interest on such amount to begin  accruing
hereunder on such next
      Business Day).

            (b)   No later  than 3:00  p.m.  (local  time
for the  Swing  Line
      Lender) on the date of each Swing Line Loan  (other
than one  resulting
      from a continuation of a Swing Line Loan pursuant to
3.01(b)(ii)),  the
      Swing  Line  Lender  will make  available  the amount
of such Swing Line
      Loan in  immediately  available  funds by  crediting
such amount to the
      Borrower's demand deposit account  maintained with the
Swing Line Lender
      or, at Borrower's  option,  by effecting a wire
transfer of such amounts
      to Borrower's account specified by the Borrower.

            (c)   Unless  the Agent  shall  have been
notified  by any Lender
      prior to the date of a  Borrowing  that such  Lender
does not intend to
      make  available to the Agent such  Lender's  portion
of the Borrowing to
      be made on such  date,  the Agent may assume  that
such  Lender has made
      such amount  available  to the Agent on such date and
the Agent may make
      available  to Borrower a  corresponding  amount.  If
such  corresponding
      amount is not in fact made  available to the Agent by
such Lender on the
      date  of  Borrowing,  the  Agent  shall  be  entitled
to  recover  such
      corresponding  amount on demand from such Lender
together with interest
      at  the  Federal   Funds  Rate.   If  such  Lender
does  not  pay  such
      corresponding  amount  forthwith upon the Agent's
demand  therefor,  the
      Agent shall promptly  notify  Borrower,  and Borrower
shall  immediately
      pay such  corresponding  amount to the Agent  together
with interest at
      the rate  specified  for the Borrowing  which
includes such amount paid
      and  any  amounts  due  under  Section  3.12  hereof.
Nothing  in  this
      subsection  shall be deemed to relieve any Lender from
its obligation to
      fund  its  Commitments  or its  obligations  pursuant
to  Section  2.02
      hereunder  or to prejudice  any rights  which
Borrower may have against
      any Lender as a result of any default by such Lender
hereunder.

            (d)   All Borrowings under the Commitments
(other than Swing Line
      Loans)  shall be  loaned by the  Lenders  on the basis
of their Pro Rata
      Share  of the  Commitments.  No  Lender  shall  be
responsible  for any
      default  by any other  Lender  in its  obligations
hereunder,  and each
      Lender shall be  obligated  to make the Loans
provided to be made by it
      hereunder,  regardless  of the  failure of any other
Lender to fund its
      Commitments hereunder.


            Section III.3. Interest.

            (a)   Borrower  agrees to pay  interest  in
respect of all unpaid
      principal  amounts of the Revolving Loans from the
respective dates such
      principal  amounts were advanced to maturity  (whether
by  acceleration,
      notice of  prepayment  or  otherwise)  at rates  per
annum  equal to the
      applicable rates indicated below:

                  (i)   For Base Rate  Advances--The  Base
Rate in effect from
            time to time; and

                  (ii)  For  Eurodollar  Advances--LIBOR
plus the  Applicable
            Margin.

            (b)   Borrower  agrees to pay  interest  in
respect of all unpaid
      principal  amounts of the Swing Line  Loans  made to
Borrower  from the
      respective  dates such  principal  amounts  were
advanced  to  maturity
      (whether by  acceleration,  notice of  prepayment  or
otherwise) at the
      Swing Rate agreed to by the  Borrower and the Swing
Line Lender for each
      such Swing Line Loan.

            (c)   Overdue  principal  and,  to the  extent
not  prohibited  by
      applicable  law,  overdue  interest,  in respect  of
the Loans,  and all
      other  overdue  amounts owing  hereunder,  shall bear
interest from each
      date that such  amounts  are  overdue  at the
applicable  rate plus two
      percent  (2%)  per  annum,  provided  however  that
for any  Eurodollar
      Advance  or  Swing  Line  Loan,  at the end of the
applicable  Interest
      Period, interest shall accrue at the Base Rate plus
two percent (2%).

            (d)   Interest on each Loan shall  accrue from
and  including  the
      date of such Loan to but excluding  the date of any
repayment  thereof;
      provided  that,  if a Loan is  repaid  on the same day
made,  one day's
      interest shall be paid on such Loan.  Interest on all
outstanding  Base
      Rate Advances  shall be payable  quarterly in arrears
on the last day of
      each fiscal  quarter,  commencing  on August 31,
1998.  Interest on all
      outstanding  Eurodollar  Advances  shall be  payable
on the last day of
      each Interest Period applicable thereto,  and, in the
case of Eurodollar
      Advances  having an Interest  Period in excess of
three months,  on each
      three month  anniversary  of the initial date of such
Interest  Period.
      Interest  on all  outstanding  Swing  Rate  Advances
shall  be  payable
      monthly in arrears on the last day of each  fiscal
quarter,  commencing
      on August  31,  1998.  Interest  on all Loans  shall
be  payable  on any
      conversion  of any  Advances  comprising  such  Loans
into  Advances  of
      another Type,  prepayment (on the amount prepaid),  at
maturity (whether
      by   acceleration,   notice  of  prepayment  or
otherwise)  and,  after
      maturity, on demand.

            (e)   The Agent,  upon determining  LIBOR for
any Interest Period,
      shall promptly notify by telephone  (confirmed in
writing) or in writing
      Borrower and the other Lenders.  Any such
determination  shall,  absent
      manifest error, be final, conclusive and binding for
all purposes.


            Section III.4. Interest Periods.

            (a)   In  connection  with  the  making  or
continuation  of,  or
      conversion into, each Borrowing of Eurodollar
Advances,  Borrower shall
      select an Interest Period to be applicable to such
Eurodollar  Advances,
      which Interest Period shall be either a 1, 2, 3 or 6
month period.

            (b)   In connection  with the making or
continuation of each Swing
      Line Loan,  Borrower  shall request an Interest
Period to be applicable
      to such Swing  Line Loan for a period  equal to a
minimum of one (1) day
      and a maximum of thirty  (30) days which  request may
be accepted by the
      Swing Line Lender as provided herein.

            (c)   Notwithstanding paragraphs (a) and (b) of
this Section 3.04:

                  (i)   The  initial  Interest  Period  for
any  Borrowing  of
            Eurodollar  Advances  shall commence on the date
of such Borrowing
            (including the date of any conversion from a
Borrowing  consisting
            of  Base  Rate  Advances)  and  each  Interest
Period   occurring
            thereafter in respect of such Borrowing  shall
commence on the day
            on which the next preceding Interest Period
expires;

                  (ii)  If any  Interest  Period would
otherwise  expire on a
            day  which is not a  Business  Day,  such
Interest  Period  shall
            expire on the next succeeding  Business Day,
provided that if any
            Interest Period in respect of Eurodollar
Advances would otherwise
            expire  on a day  that is not a  Business  Day
but is a day of the
            month  after which no further  Business  Day
occurs in such month,
            such Interest  Period shall expire on the next
preceding  Business
            Day;

                  (iii) Any Interest Period in respect of
Eurodollar  Advances
            which  begins  on  a  day  for  which  there  is
no   numerically
            corresponding  day in  the  calendar  month  at
the  end of  such
            Interest  Period shall,  subject to part (v)
below,  expire on the
            last Business Day of such calendar month; and

                  (iv)  No  Interest  Period  with  respect
to the Loans shall
            extend beyond the Maturity Date.

            Section III.5. Fees.


            (a)   Commitment  Fee.  Borrower  shall pay to
the Agent,  for the
      ratable benefit of each Lender, a commitment fee (the
"Commitment  Fee")
      for the period  commencing  on the  Closing  Date to
and  including  the
      Maturity  Date,  payable  quarterly  in  arrears on
the last day of each
      fiscal  quarter,  commencing  on August 31,  1998,
and on the  Maturity
      Date,  equal to the percentage per annum  designated
below based on the
      Leverage Ratio of the Consolidated Companies,
multiplied by the average
      daily unused portion of the Commitment of each Lender:

             -----------------------------------------------
------

             Leverage Ratio              Commitment Fee

=====================================================

             Less than 2.00:1.00         0.20%
             -----------------------------------------------
------

             Greater than or equal to    0.25%
             2.00:1.00 and less than
             2.50:1.00
             -----------------------------------------------
------

             Greater than or equal to    0.30%
             2.50:1.00 and less than
             3.0:1.00
             -----------------------------------------------
------

      For the  purposes of  computing  the  Commitment  Fee,
(i)  outstanding
      Letter of Credit  Obligations shall not be usage of
the Commitment,  and
      (ii) in addition to the utilization by Revolving
Loans,  the Commitment
      of each  Lender  shall be deemed to be  utilized  by
the amount of Swing
      Line  Loans  extended  by such  Lender  (or in  which
such  Lender  has
      purchased a participation)  but in no event shall the
computation of any
      other  Lender's  Commitment  Fee be  affected  by the
Swing  Line  Loans
      extended by the Swing Line Lender  unless and until a
participation  in
      such Swing Line Loans is  purchased  by the other
Lenders  pursuant  to
      Section 2.02(d)  hereof,  and (iii) if the Borrower
fails to provide the
      Compliance  Certificate and related financial
statements required under
      Section  6.07(c)  within the  applicable  time period
set forth therein,
      the  Commitment  Fee shall be  adjusted to 0.30% on
the first day of the
      following  fiscal quarter until such Compliance
Certificate and related
      financial statements are delivered.

            (b)   Administrative  Fees.  The  Borrower
shall pay to the Agent
      an  administrative  fee in the amount and on the dates
previously agreed
      in writing by Borrower  with the Agent.  The Borrower
shall also pay to
      each  Issuing  Bank,  following  receipt of an
invoice,  in  reasonable
      detail  therefor,  any  customary  fees charged by
such Issuing Bank for
      issuance and  administration of its Letters of Credit,
which fees shall
      be fully earned when due, and non-refundable when
paid.

            Section III.6. Voluntary Prepayments of
Borrowings.


            (a)   Borrower may, at its option,  prepay
Borrowings  consisting
      of Base  Rate  Advances  at any time in  whole,  or
from time to time in
      part,  in  amounts  aggregating   $1,000,000  or  any
greater  integral
      multiple  of  $100,000,  by paying  the  principal
amount to be prepaid
      together  with  interest  accrued  and  unpaid
thereon  to the  date of
      prepayment.  Borrowings consisting of Swing Rate
Advances may be prepaid
      at any  time in  whole,  or  from  time to  time  in
part,  in  amounts
      aggregating  $100,000 or any greater  integral
multiple of $10,000,  by
      paying  the  principal  amount  to be  prepaid
together  with  interest
      accrued  and  unpaid  thereon  to the  date  of
prepayment.  Borrowings
      consisting of Eurodollar  Advances may be prepaid, at
Borrower's option,
      in  whole,  or  from  time  to  time in  part,  in
amounts  aggregating
      $5,000,000 or any greater  integral  multiple of
$1,000,000,  by paying
      the principal  amount to be prepaid,  together with
interest accrued and
      unpaid thereon to the date of prepayment,  and all
compensation payments
      pursuant  to  Section  3.12 if such  prepayment  is
made on a date other
      than the last day of an Interest Period  applicable
thereto.  Each such
      optional  prepayment shall be applied in accordance
with Section 3.06(c)
      below.

            (b)   Borrower  shall give written  notice (or
telephonic  notice
      confirmed  in writing) to the Agent of any  intended
prepayment  of the
      Revolving  Loans  not  less  than  three  Business
Days  prior  to  any
      prepayment of Base Rate Advances or Eurodollar
Advances.  Borrower shall
      give written notice (or telephonic  notice  confirmed
in writing) to the
      Agent of any intended  prepayment  of the Swing Line
Loans not less than
      one (1)  Business  Day  prior  to such  prepayment  of
such  Swing  Line
      Loans.  Such  notice,  once given,  shall be
irrevocable.  Upon receipt
      of such  notice of  prepayment  pursuant  to the first
sentence of this
      paragraph  (b),  the Agent  shall  promptly  notify
each  Lender of the
      contents  of such  notice  and of such  Lender's  Pro
Rata Share of such
      prepayment.  Upon  receipt of any notice of
prepayment  pursuant to the
      second  sentence of this paragraph (b), the Agent
shall promptly  notify
      each  Lender  participating  in such Swing Line Loan
of the  contents of
      such notice and of such Lender's Pro Rata Share of
such prepayment.

            (c)   Borrower,  when providing  notice of
prepayment  pursuant to
      Section  3.06(b),  may  designate the Types of
Advances and the specific
      Borrowing or  Borrowings  which are to be prepaid,
provided that (i) if
      any  prepayment  of  Eurodollar  Advances  made
pursuant  to  a  single
      Borrowing of the Revolving Loans shall reduce the
outstanding  Advances
      made pursuant to such Borrowing to an amount less than
$5,000,000,  such
      Borrowing  shall  immediately be converted into Base
Rate Advances;  and
      (ii)  each  prepayment  made  pursuant  to a single
Borrowing  shall be
      applied pro rata among the Advances  comprising such
Borrowing.  In the
      absence of a designation  by Borrower,  the Agent
shall,  subject to the
      foregoing,  make such designation in its discretion
but using reasonable
      efforts to avoid  funding  losses to the  Lenders
pursuant  to Section
      3.12.  All  voluntary  prepayments  shall be applied
to the  payment of
      interest before application to principal.

            Section III.7. Payments, etc.


            (a)   Except  as  otherwise   specifically
provided  herein,  all
      payments  under this Agreement and the other Credit
Documents  shall be
      made without  defense,  set-off or  counterclaim  to
the Agent not later
      than  11:00  A.M.  (local  time for the  Agent) on the
date when due and
      shall be made in Dollars in immediately  available
funds at its Payment
      Office.

            (b)   (i) All such  payments  shall be made
free and clear of and
      without  deduction  or  withholding  for any  Taxes in
respect  of this
      Agreement,  the Notes or other  Credit  Documents,  or
any  payments  of
      principal,   interest,  fees  or  other  amounts
payable  hereunder  or
      thereunder  (but  excluding,  except  as  provided  in
paragraph  (iii)
      hereof,  any Taxes  imposed on the  overall net income
of the Lenders or
      the Issuing Bank pursuant to the laws of the
jurisdiction  in which the
      principal  executive office or appropriate Lending
Office of such Lender
      or the  Issuing  Bank  is  located).  If any  Taxes
are  so  levied  or
      imposed,  Borrower agrees (A) to pay the full amount
of such Taxes,  and
      such  additional  amounts as may be  necessary so that
every net payment
      of all  amounts  due  hereunder  and under  the  Notes
and other  Credit
      Documents,  after withholding or deduction for or on
account of any such
      Taxes (including  additional sums payable under this
Section 3.07), will
      not be less  than  the  full  amount  provided  for
herein  had no such
      deduction or withholding been required,  (B) to make
such withholding or
      deduction  and (C) to pay  the  full  amount  deducted
to the  relevant
      authority in accordance with  applicable  law.
Borrower will furnish to
      the Agent, the Co-Agent and the Issuing Bank and each
Lender,  within 30
      days  after  the date  the  payment  of any  Taxes  is
due  pursuant  to
      applicable  law,  certified  copies  of  tax  receipts
evidencing  such
      payment by  Borrower.  Borrower  will  indemnify  and
hold  harmless the
      Agent, the Co-Agent,  the Issuing Bank and each Lender
and reimburse the
      Agent,  the  Co-Agent,  the Issuing  Bank and each
Lender upon  written
      request  for the  amount of any Taxes so levied or
imposed  and paid by
      the  Agent,  the  Co-Agent,  the  Issuing  Bank or
such  Lender  and any
      liability   (including   penalties,   interest  and
expenses)   arising
      therefrom  or with  respect  thereto,  whether  or not
such  Taxes  were
      correctly  or  illegally  asserted.  A  certificate
as to the amount of
      such  payment  by such  Lender,  the  Issuing  Bank,
the  Agent  or the
      Co-Agent absent manifest error,  shall be final,
conclusive and binding
      for all purposes  provided  that the Agent,  the  Co-
Agent,  the Issuing
      Bank and each Lender shall use  reasonable  efforts to
furnish  Borrower
      notice  of  the   imposition  of  any  Taxes  as  soon
as   practicable
      thereafter;  provided, however, that no delay or
failure to furnish such
      notice  shall  in any  event  release  or  discharge
Borrower  from its
      obligations to the Agent, the Co-Agent,  the Issuing
Bank or such Lender
      pursuant to Section 3.07(b) or otherwise  result in
any liability of the
      Agent,  the  Co-Agent,  the Issuing Bank or such
Lender;  provided  that
      such notice is provided to the Borrower  within  forty-
five (45) days of
      such Lender or the Issuing Bank obtaining  knowledge
of the  application
      of such Taxes to payments under this Agreement.


          (ii) Each Lender or Issuing Bank that is
organized  under the laws of
     any  jurisdiction  other  than the  United  States of
America or any State
     thereof  (including the District of Columbia) agrees to
furnish to Borrower
     and the  Agent,  prior to the time it  becomes  a
Lender  or  Issuing  Bank
     hereunder,  two copies of either U.S. Internal Revenue
Service Form 4224 or
     U.S.  Internal  Revenue  Service Form 1001 or any
successor  forms thereto
     (wherein  such Lender  claims  entitlement  to complete
exemption  from or
     reduced rate of U.S.  Federal  withholding tax on
interest paid by Borrower
     hereunder) and to provide to Borrower and the Agent a
new Form 4224 or Form
     1001 or any successor  forms thereto if any  previously
delivered  form is
     found to be  incomplete  or incorrect  in any material
respect or upon the
     obsolescence of any previously delivered form;
provided,  however,  that no
     Lender or  Issuing  Bank  shall be  required  to
furnish a form under this
     paragraph  (ii)  after the date that it  becomes a
Lender or  Issuing  Bank
     hereunder  if it is not  entitled to claim an
exemption  from or a reduced
     rate of withholding under applicable law.

            (iii)  Borrower  shall also  reimburse each
Lender and the Issuing
      Bank, upon written      request,   for  any  Taxes
imposed  (including,
      without  limitation,  Taxes  imposed on the  overall
net income of such
      Lender or Issuing Bank or its respective  Lending
Office pursuant to the
      laws of the jurisdiction in which the principal
executive office or the
      applicable  Lending  Office  of  such  Lender  or the
Issuing  Bank  is
      located) as such Lender or the Issuing Bank shall
determine are payable
      by such Lender or the Issuing  Bank in respect of
amounts  paid by or on
      behalf of Borrower  to or on behalf of such  Lender or
the Issuing  Bank
      pursuant to paragraph (i) hereof.

            (c)   Subject to Section  3.04(c)(ii),  whenever
any payment to be
      made  hereunder  or under  any Note  shall be  stated
to be due on a day
      which is not a Business  Day, the due date thereof
shall be extended to
      the next  succeeding  Business  Day and,  with
respect to  payments  of
      principal,  interest  thereon  shall be payable at the
applicable  rate
      during such extension.

            (d)   All  computations  of interest and fees
shall be made on the
      basis of a year of 360 days for the  actual  number
of days  (including
      the first day but  excluding  the last day)  occurring
in the period for
      which such  interest or fees are payable (to the
extent  computed on the
      basis  of  days  elapsed).  Interest  on Base  Rate
Advances  shall  be
      calculated  based on the Base Rate from and  including
the date of such
      Loan to but excluding  the date of the repayment or
conversion  thereof.
      Interest  on  Eurodollar  Advances  and  Swing  Rate
Advances  shall be
      calculated as to each  Interest  Period from and
including the first day
      thereof to but excluding  the last day thereof.  Each
determination  by
      the Agent of an  interest  rate or fee  hereunder
shall be made in good
      faith and,  except for manifest  error,  shall be
final,  conclusive and
      binding for all purposes.

            (e)   Payment by the Borrower to the Agent in
accordance  with the
      terms of this Agreement  shall, as to the Borrower,
constitute  payment
      to the Lenders under this Agreement.


            Section III.8. Interest  Rate  Not
Ascertainable,   etc.  In  the
event that the Agent shall have determined (which
determination shall be made
in good faith and,  absent  manifest  error,  shall be
final,  conclusive  and
binding  upon all  parties)  that on any date for
determining  LIBOR  for any
Interest  Period,  by reason  of any  changes  arising
after the date of this
Agreement  affecting the London interbank  market,  or the
Agent's position in
such  market,  adequate  and fair  means do not  exist  for
ascertaining  the
applicable  interest  rate on the  basis  provided  for in
the  definition  of
LIBOR,  then, and in any such event, the Agent shall
forthwith give notice (by
telephone  confirmed  in  writing)  to Borrower  and to the
Lenders,  of such
determination  and a summary  of the basis for such
determination.  Until the
Agent notifies Borrower that the  circumstances  giving rise
to the suspension
described  herein no longer exist,  the  obligations of the
Lenders to make or
permit  portions of the Revolving  Loans to remain
outstanding  past the last
day of the then  current  Interest  Periods as  Eurodollar
Advances  shall be
suspended,  and such  affected  Advances  shall bear the
same interest as Base
Rate Advances.

            Section III.9. Illegality.

            (a)   In the event that any Lender or the
Issuing  Bank shall have
      determined (which  determination shall be made in good
faith and, absent
      manifest  error,  shall  be  final,  conclusive  and
binding  upon  all
      parties) at any time that the making or  continuance
of any  Eurodollar
      Advance or Letter of Credit has become  unlawful by
compliance  by such
      Lender  or  Issuing  Bank  in  good  faith  with  any
applicable   law,
      governmental  rule,  regulation,  guideline  or  order
(whether  or not
      having the force of law and whether or not  failure to
comply  therewith
      would be unlawful),  then, in any such event, the
Lender or Issuing Bank
      shall  give  prompt  notice  (by  telephone  confirmed
in  writing)  to
      Borrower  and to the Agent of such  determination  and
a summary  of the
      basis for such  determination  (which  notice the
Agent  shall  promptly
      transmit to the other Lenders).

            (b)   Upon the giving of the  notice to
Borrower  referred  to in
      subsection (a) above,  (i) Borrower's right to request
and such Lender's
      obligation to make  Eurodollar  Advances or
participate in such Letters
      of  Credit,  as the case may be, or the  Issuing
Bank's  obligation  to
      issue Letters of Credit shall be immediately
suspended,  and such Lender
      shall make an Advance as part of the  requested
Borrowing of Eurodollar
      Advances as a Base Rate Advance,  which Base Rate
Advance shall, for all
      other purposes,  be considered  part of such
Borrowing,  and (ii) if the
      affected  Eurodollar Advance or Advances are then
outstanding,  Borrower
      shall  immediately,  or if  permitted by  applicable
law, no later than
      the date  permitted  thereby,  upon at least one
Business  Day's written
      notice to the Agent and the affected  Lender,  convert
each such Advance
      into a Base Rate  Advance or  Advances,  provided
that if more than one
      Lender  is  affected  at any time,  then all  affected
Lenders  must be
      treated the same pursuant to this Section 3.09(b).


            (c)   Notwithstanding   any  other  provision
contained  in  this
      Agreement,  the Issuing  Bank shall not be obligated
to issue any Letter
      of  Credit,   nor  shall  any  Lender  be   obligated
to  purchase  its
      participation  in any  Letter of Credit to be issued
hereunder,  if the
      issuance  of such  Letter of Credit or  purchase  of
such  participation
      shall have become  unlawful or  prohibited  by
compliance by the Issuing
      Bank or such  Lender  in good  faith  with any law,
governmental  rule,
      guideline,  request, order,  injunction,  judgment or
decree (whether or
      not  having  the  force  of  law);  provided  that  in
the  case  of the
      obligation  of a Lender to  purchase  such
participation,  such  Lender
      shall have  notified  the Issuing Bank to such effect
at least three (3)
      Business Days' prior to the issuance  thereof by the
Issuing Bank, which
      notice shall  relieve the Issuing Bank of its
obligation  to issue such
      Letter of Credit pursuant to Section 2.03 hereof.

            Section III.10.   Increased Costs.

            (a)   If,  by  reason   of  (x)   after  the
date   hereof,   the
      introduction  of or  any  change  (including,  without
limitation,  any
      change by way of imposition or increase of reserve
requirements)  in or
      in the  interpretation  of any law or regulation,  or
(y) the compliance
      with  any   guideline   or  request  from  any
central  bank  or  other
      governmental   authority  or  quasi-governmental
authority  exercising
      control over banks or financial  institutions
generally  made after the
      date hereof (whether or not having the force of law):

                  (i)   any Lender (or its  applicable
Lending  Office) shall
            be subject to any tax,  duty or other  charge
with  respect to its
            Eurodollar  Advances or its obligation to make
Eurodollar Advances
            or  the  basis  of  taxation  of  payments  to
any  Lender  of the
            principal  of or  interest  on  its  Eurodollar
Advances  or  its
            obligation to make Eurodollar  Advances shall
have changed (except
            for  changes in the tax on the  overall  net
income of such Lender
            or its applicable  Lending Office imposed by the
jurisdiction  in
            which  such  Lender's  principal  executive
office or  applicable
            Lending Office is located); or

                  (ii)  any  reserve  (including,   without
limitation,   any
            imposed by the Board of Governors of the Federal
Reserve  System),
            special  deposit  or  similar   requirement
against  assets  of,
            deposits  with or for the account of, or credit
extended  by, any
            Lender's  applicable  Lending  Office  shall be
imposed or deemed
            applicable  or  any  other  condition
affecting  its  Eurodollar
            Advances or its  obligation to make  Eurodollar
Advances shall be
            imposed  on any  Lender or its  applicable
Lending  Office or the
            London interbank market;


and as a  result  thereof  there  shall  be any  increase
in the cost to such
Lender of  agreeing  to make or  making,  funding  or
maintaining  Eurodollar
Advances  (except to the extent already  included in the
determination of the
applicable  interest rate for  Eurodollar  Advances) or its
obligation to make
Eurodollar  Advances,  or there shall be a reduction in the
amount received or
receivable  by such Lender or its  applicable  Lending
Office,  then Borrower
shall  from  time to time  (subject,  in the  case of
certain  Taxes,  to the
applicable  provisions  of Section  3.07(b)),  upon  written
notice  from and
demand by such  Lender on  Borrower  (with a copy of such
notice and demand to
the  Agent),  pay to the Agent for the  account  of such
Lender  within  five
Business  Days after the date of such  notice and demand,
additional  amounts
sufficient  to  indemnify  such  Lender   against  such
increased   cost.  A
certificate  as to the amount of such  increased  cost,
submitted to Borrower
and the Agent by such  Lender in good  faith and
accompanied  by a  statement
prepared  by such Lender  describing  in  reasonable  detail
the basis for and
calculation of such  increased  cost,  shall,  except for
manifest  error,  be
final, conclusive and binding for all purposes.

            (b)   If any  Lender  shall  advise  the  Agent
that at any time,
      because of the circumstances described in clauses (x)
or (y) in Section
      3.10(a)  or any other  circumstances  beyond  such
Lender's  reasonable
      control  arising after the date of this Agreement
affecting such Lender
      or the  London  interbank  market  or  such  Lender's
position  in such
      market,  LIBOR as determined by the Agent will not
adequately and fairly
      reflect  the cost to such  Lender of funding  its
Eurodollar  Advances,
      then, and in any such event:

                  (i)   the Agent shall  forthwith  give
notice (by  telephone
            confirmed  in  writing) to  Borrower  and to the
other  Lenders of
            such advice;

                  (ii)  Borrower's   right  to  request
and  such   Lender's
            obligation  to make or  permit  portions  of the
Loans to  remain
            outstanding  past  the  last  day of  the  then
current  Interest
            Periods as Eurodollar Advances shall be
immediately suspended; and

                  (iii) such  Lender   shall  make  a  Loan
as  part  of  the
            requested   Borrowing  of  Eurodollar  Advances
as  a  Base  Rate
            Advance,  which  such  Base  Rate  Advance
shall,  for all  other
            purposes, be considered part of such Borrowing.

            Section III.11.   Lending Offices.

            (a)   Each Lender agrees that,  if requested by
Borrower,  it will
      use  reasonable  efforts  (subject to overall policy
considerations  of
      such Lender) to designate  an alternate  Lending
Office with respect to
      any of its Eurodollar  Advances affected by the
matters or circumstances
      described  in  Sections  3.07(b),  3.08,  3.09  or
3.10  to  reduce  the
      liability of Borrower or avoid the results provided
thereunder,  so long
      as such designation is not  disadvantageous to such
Lender as reasonably
      determined by such Lender,  which  determination shall
be conclusive and
      binding  on all  parties  hereto.  Nothing  in this
Section  3.11 shall
      affect or postpone  any of the  obligations  of
Borrower or any right of
      any Lender provided hereunder.


            (b)   If the Issuing  Bank or any Lender that is
organized  under
      the laws of any jurisdiction  other than the United
States of America or
      any State thereof  (including the District of
Columbia)  issues a public
      announcement  with respect to the closing of its
lending  offices in the
      United States such that any  withholdings  or
deductions  and additional
      payments  with  respect to Taxes may be  required to
be made by Borrower
      thereafter pursuant to Section 3.07(b),  such Lender
or the Issuing Bnak
      shall use reasonable  efforts to furnish Borrower
notice thereof as soon
      as practicable thereafter;  provided,  however, that
no delay or failure
      to furnish such notice shall in any event release or
discharge  Borrower
      from its  obligations  to such  Lender or the Issuing
Bank  pursuant to
      Section  3.07(b) or otherwise  result in any liability
of such Lender or
      the Issuing Bank;  provided that such notice is
provided to the Borrower
      within  forty-five  (45)  days  of  such  Lender  or
the  Issuing  Bank
      obtaining  knowledge of the  application of such Taxes
to payments under
      this Agreement.

            Section III.12.   Funding Losses.  Borrower
shall  compensate each
Lender,  upon its written  request to Borrower  (which
request shall set forth
the basis for requesting  such amounts in reasonable  detail
and which request
shall be made in good  faith  and,  absent  manifest  error,
shall be  final,
conclusive  and  binding  upon all of the  parties  hereto),
for all  losses,
expenses and liabilities (including,  without limitation,
any interest paid by
such  Lender  to  lenders  of  funds  borrowed  by it to
make  or  carry  its
Eurodollar  Advances to the extent not  recovered by such
Lender in connection
with  the  re-employment  of such  funds  and  including
loss of  anticipated
profits),  which the Lender may sustain:  (i) if for any
reason  (other than a
default by such Lender) a borrowing of, or conversion to or
continuation  of,
Eurodollar  Advances to Borrower does not occur on the date
specified therefor
in a Notice of Borrowing, a Notice of
Conversion/Continuation  (whether or not
withdrawn),  (ii) if any repayment  (including  mandatory
prepayments and any
conversions  pursuant  to  Section  3.09(b))  of any
Eurodollar  Advances  to
Borrower  occurs  on a date  which is not the last day of an
Interest  Period
applicable  thereto,  or (iii), if, for any reason,
Borrower  defaults in its
obligation  to repay its  Eurodollar  Advances  when
required by the terms of
this Agreement.

            Section III.13.   Assumptions  Concerning
Funding of  Eurodollar
Advances.  Calculation  of all amounts  payable to a Lender
under this Article
IV shall be made as though  that  Lender  had  actually
funded  its  relevant
Eurodollar  Advances  through the purchase of deposits in
the relevant  market
bearing  interest at the rate  applicable  to such
Eurodollar  Advances in an
amount  equal to the amount of the  Eurodollar  Advances and
having a maturity
comparable  to the relevant  Interest  Period and through
the transfer of such
Eurodollar  Advances  from an  offshore  office of that
Lender to a  domestic
office of that  Lender in the United  States of  America;
provided,  however,
that each  Lender may fund each of its  Eurodollar  Advances
in any manner it
sees fit and the foregoing  assumption  shall be used only
for  calculation of
amounts payable under this Article IV.


            Section III.14.   Apportionment of Payments.
Aggregate  principal
and interest  payments in respect of Revolving Loans and
Commitment Fees shall
be apportioned among all outstanding  Commitments and
Revolving Loans to which
such payments  relate,  proportionately  to the Lenders'
respective  Pro Rata
Share of such  Commitments and outstanding  Revolving
Loans.  Each payment of
principal  and interest of any Swing Line Loan shall be
payable  solely to the
Swing Line  Lender  except as  provided  in Section
2.02(d).  The Agent shall
promptly  distribute to each Lender at its payment office
set forth beside its
name on the  appropriate  signature  page hereof or such
other  address as any
Lender may request its share of all such payments received
by the Agent.

            Section III.15.   Termination    of
Commitments    The   unpaid
principal  balance and all  accrued  and unpaid  interest on
the Notes will be
due and payable upon the first of the following dates or
events to occur:  (i)
acceleration  of the  maturity  of any Note in  accordance
with the  remedies
contained in Article VIII of this  Agreement,  or (ii) upon
the  expiration of
the Commitments.

            Section III.16.   Sharing of  Payments,  Etc. If
any Lender or the
Issuing  Bank  shall  obtain  any  payment or  reduction
(including,  without
limitation,  any amounts received as adequate  protection of
a deposit treated
as cash  collateral  under the Bankruptcy  Code) of the
Obligations  (whether
voluntary,  involuntary,  through the  exercise  of any
right of  set-off,  or
otherwise)  in excess  of its Pro Rata  Share of  payments
or  reductions  on
account of such  obligations  obtained by all the Lenders
(other than payments
of  principal,  interest  and fees with  respect to the
Swing Line Loans which
are payable solely to the Swing Line Lender or Lenders
participating  therein
pursuant to Section 2.02(d)),  such Lender or the Issuing
Bank shall forthwith
(i)  notify  each of the  other  Lenders,  the  Issuing
Bank,  Agent  and the
Co-Agent of such  receipt,  and (ii)  purchase  from the
other  Lenders or the
Issuing  Bank such  participations  in the  affected
obligations  as shall be
necessary  to cause such  purchasing  Lender or the Issuing
Bank to share the
excess payment or reduction,  net of costs  incurred in
connection  therewith,
ratably with each of them,  provided that if all or any
portion of such excess
payment or reduction is thereafter  recovered from such
purchasing  Lender or
the Issuing Bank or  additional  costs are  incurred,  the
purchase  shall be
rescinded  and the purchase  price  restored to the extent
of such recovery or
such additional  costs,  but without interest unless the
Lender or the Issuing
Bank is  obligated  to return such funds is  required to pay
interest on such
funds.  Borrower  agrees that any Lender or the Issuing
Bank so  purchasing a
participation  from  another  Lender  or the  Issuing  Bank
pursuant  to this
Section 3.16 may, to the fullest  extent  permitted  by law,
exercise all its
rights of  payment  (including  the right of  set-off)  with
respect  to such
participation  as fully as if such Lender or the Issuing
Bank were the direct
creditor of Borrower in the amount of such participation.


            Section III.17.   Capital  Adequacy.  Without
limiting  any other
provision of this Agreement,  in the event that any Lender
or the Issuing Bank
shall   have   determined   that   any   law,    treaty,
governmental   (or
quasi-governmental)  rule,  regulation,  guideline or order
regarding  capital
adequacy not  currently in effect or fully  applicable as of
the Closing Date,
or any change  therein or in the  interpretation  or
application  thereof,  or
compliance  by such  Lender or  Issuing  Bank with any
request  or  directive
regarding  capital  adequacy not currently in effect or
fully applicable as of
the  Closing  Date  (whether or not having the force of law
and whether or not
failure  to  comply  therewith  would  be  unlawful)  from a
central  bank or
governmental  authority  or body having  jurisdiction,  does
or shall have the
effect of  reducing  the rate of return on such  Lender's
or  Issuing  Bank's
capital as a consequence  of its  obligations  hereunder to
a level below that
which such  Lender or  Issuing  Bank  could  have  achieved
but for such law,
treaty,  rule,  regulation,  guideline or order,  or such
change or compliance
(taking into  consideration  such  Lender's or Issuing
Bank's  policies  with
respect to capital  adequacy)  by an amount  deemed by such
Lender or Issuing
Bank to be material,  then within ten (10) Business Days
after written  notice
and demand by such Lender or Issuing Bank (with copies
thereof to the Agent),
Borrower  shall  from  time  to  time  pay to  such  Lender
or  Issuing  Bank
additional  amounts  sufficient to compensate  such Lender
or Issuing Bank for
such reduction  (but, in the case of outstanding  Base Rate
Advances,  without
duplication  of any amounts  already  recovered by such
Lender or Issuing Bank
by reason of an adjustment in the applicable Base Rate).
Each  certificate as
to the amount  payable  under this Section 3.17 (which
certificate  shall set
forth the basis for requesting such amounts in reasonable
detail),  submitted
to  Borrower  by any  Lender or  Issuing  Bank in good
faith,  shall,  absent
manifest error, be final, conclusive and binding for all
purposes.

            Section III.18.   Letter  of  Credit
Obligations  Absolute.   The
obligation  of each Account  Party to reimburse  the Issuing
Bank for drawings
made under  Letters of Credit  issued for the account of the
Account Party and
the Lenders' obligation to honor their participations
purchased therein shall
be  unconditional  and  irrevocable  and shall be paid
strictly in accordance
with the terms of this Agreement under all  circumstances,
including  without
limitation, the following circumstances:

            (a)   Any lack of  validity  or  enforceability
of any  Letter of
Credit;

            (b)   The existence of any claim, set-off,
defense or other right
which the Borrower or any  Subsidiary or Affiliate of the
Borrower may have at
any time against a beneficiary  or any  transferee of any
Letter of Credit (or
any Persons or entities for whom any such  beneficiary  or
transferee  may be
acting),  any  Lender or any other  Person,  whether in
connection  with this
Agreement,  the transactions  contemplated herein or any
unrelated transaction
(including without limitation any underlying  transaction
between the Borrower
or any of its  Subsidiaries  and Affiliates and the
beneficiary for which such
Letter of Credit was procured);

            (c)   Any  draft,  demand,   certificate  or
any  other  document
presented  under any  Letter of Credit  proving to be
forged,  fraudulent  or
invalid in any respect or any statement  therein being
untrue or inaccurate in
any respect;

            (d)   Payment  by the  Issuing  Bank  under  any
Letter of Credit
against  presentation  of a demand,  draft or  certificate
or other  document
which does not comply with the terms of such Letter of
Credit;

            (e)   Any other  circumstance  or  happening
whatsoever  which is
similar to any of the foregoing; or

            (f)   the fact that a Default  or an Event of
Default  shall have
occurred and be continuing.

Nothing in this Section 3.17  shall prevent an action
against the Issuing Bank
for its gross  negligence or willful  misconduct in honoring
drafts under the
Letters of Credit.

                                  ARTICLE IV.

                           CONDITIONS TO BORROWINGS

            The  obligations  of each  Lender  to make
Advances  to  Borrower
hereunder is subject to the satisfaction of the following
conditions:

            Section IV.1.  Conditions  Precedent  to
Initial  Loans.  At  the
time of the making of the initial  Loans  hereunder on the
Closing  Date,  all
obligations  of Borrower  hereunder  incurred  prior to the
initial  Loans and
prior to the  obligation  of the Issuing  Bank to issue the
initial  Letter of
Credit (including,  without  limitation,  Borrower's
obligations to reimburse
fees and expenses  payable to the Agent as previously
agreed with  Borrower),
shall  have  been  paid in  full,  and  the  Agent  shall
have  received  the
following,  in form and substance  reasonably  satisfactory
in all respects to
the Agent:

            (a)   the duly executed counterparts of this
Agreement;

            (b)   the duly  executed  Revolving  Credit
Notes  evidencing  the
      Revolving  Credit  Commitments  and the duly  executed
Swing  Line Note
      evidencing the Swing Line Subfacility;

            (c)   the duly executed Guaranty Agreement;

            (d)   the duly executed Closing Certificate;

            (e)   certificates of the Secretaries or
Assistant  Secretaries of
      the Credit Parties  attaching and certifying  copies
of the  resolutions
      of  the  board  of  directors  of the  Credit
Parties,  authorizing  as
      applicable  the  execution,  delivery  and
performance  of  the  Credit
      Documents by the Credit Parties party thereto;

            (f)   certificates  of the  Secretaries or an
Assistant  Secretary
      of the Credit Parties  certifying (i) the name, title
and true signature
      of each officer of the Credit  Parties  executing the
Credit  Documents,
      and (ii) the bylaws of the Credit Parties;


            (g)   certified   copies  of  the  articles  or
certificate   of
      incorporation  of the Credit  Parties  certified by
the  Secretaries  of
      State and by the  Secretaries  or  Assistant
Secretaries  of the Credit
      Parties,  together with  certificates of good standing
or existence,  as
      may be available from the  Secretaries of State of the
jurisdiction  of
      incorporation  or  organization  of the  Credit
Parties  and each other
      jurisdiction  where the Credit  Parties  ownership  of
property  or the
      conduct of its  business  require  it to be
qualified,  except  where a
      failure to be so qualified would not have a Materially
Adverse Effect;

            (h)   acknowledgments  from CSC  Corporation as
to its appointment
      as agent for service of process for the Credit
Parties;

            (i)   the  favorable  opinion  of  Powell,
Goldstein,   Frazer  &
      Murphy,  LLP,  counsel  to  the  Borrower  in the
form  of  Exhibit  E,
      addressed to the Agent, the Co-Agent and each of the
Lenders.

            (j)   copies  of all  documents  and
instruments,  including  all
      consents,  authorizations  and filings,  required or
advisable under any
      Requirement  of Law or by any  material  Contractual
Obligation  of the
      Credit   Parties,   in   connection   with  the
execution,   delivery,
      performance,  validity and  enforceability  of the
Credit  Documents and
      the other  documents to be executed and  delivered
hereunder,  and such
      consents, authorizations,  filings and orders shall be
in full force and
      effect and all applicable waiting periods shall have
expired;

            (k)   certificates,  reports  and other
information  as the Agent
      may  reasonably  request  from  any  Consolidated
Company  in  order to
      satisfy  the Lenders as to the absence of any
material  liabilities  or
      obligations   arising  from   matters   relating  to
employees  of  the
      Consolidated   Companies,   including  employee
relations,   collective
      bargaining  agreements,   Plans  and  other
compensation  and  employee
      benefit plans;

            (l)   [Reserved]

            (m)   certified copies of the Sharing
Agreements;

            (n)   certificate of insurance issued by the
Borrower's  insurers,
describing in reasonable detail the insurance maintained by
the Borrower.

            (o)   the Agent  shall have  received,  for its
own  account,  all
costs and expenses  incurred  which have been  invoiced and
are payable on the
date hereof,  including  without  limitation,  all costs and
expenses actually
incurred  associated with the execution and delivery of this
Agreement and the
other  documents  contemplated  hereby.  The Agent shall
have received for the
account of King & Spalding,  counsel to the Agent,  all
reasonable  costs and
expenses  actually  incurred  which have been invoiced and
are due and payable
as of the date  hereof.


            (p)   certificates,  reports  and other
information  as the Agent
may  reasonably  request  from any  Consolidated  Company
in order to satisfy
the  Lenders as to the  absence of any  material
liabilities  or  obligations
arising from litigation (including without limitation,
products liability and
patent  infringement  claims) pending or threatened  against
the  Consolidated
Companies; and

            (q)   evidence  assuring  the Agent,  the Co-
Agent and the Lenders
that all corporate  proceedings and all other legal matters
in connection with
the  authorization,  legality,  validity  and
enforceability  of  the  Credit
Documents and the  Transaction  are in form and substance
satisfactory to the
Lenders.

            Section IV.2.  Conditions  to  Each  Loan.  At
the  time  of  the
making of each Loan (but not including the  continuation  or
conversion of any
Revolving Loan or in the same principal  amount or any
Revolving Loan pursuant
to Section  2.02(c)),  including the initial Loans
hereunder,  (before as well
as  immediately  after giving  effect to such Loans and to
the proposed use of
the proceeds thereof),  the following  conditions shall have
been satisfied or
shall exist:

            (a)   there  shall  exist no Default  or Event
of  Default  and no
      Default or Event of Default  shall result  after
giving  effect to such
      Loan;

            (b)   all  representations  and  warranties by
Borrower  contained
      herein shall be true and correct in all material
respects with the same
      effect as though such  representations  and
warranties had been made on
      and as of the date of such Loans;

            (c)   the Loans to be made and the use of
proceeds  thereof  shall
      not  contravene,  violate or conflict  with,  or
involve the Agent,  the
      Co-Agent or any Lender in a violation of, any law,
rule, injunction,  or
      regulation,  or determination of any court of law or
other  governmental
      authority applicable to Borrower;

            (d)   since the date of the most recent
financial  statements  of
      the  Consolidated  Companies  described  in Section
5.15 or delivered to
      the Agent  pursuant  to Section  6.07,  there  shall
have been no change
      which  has had or could  reasonably  be  expected  to
have a  Materially
      Adverse Effect; and

            (e)   the Agent shall have received such other
documents or legal
      opinions as the Agent or any Lender may reasonably
request,  all in form
      and substance reasonably satisfactory to the Agent.

            Each  request  for a  Borrowing  or a  Swing
Line  Loan  and  the
acceptance   by  Borrower  of  the  proceeds   thereof
shall   constitute  a
representation  and  warranty  by  Borrower,  as of  the
date  of  the  Loans
comprising  such  Borrowing,  that  the  applicable
conditions  specified  in
Sections 4.01 and 4.02 have been satisfied.



                                  ARTICLE V.

                        REPRESENTATIONS AND WARRANTIES

            Borrower  (as to  itself  and all  other
Consolidated  Companies)
represents and warrants as follows.

            Section V.1.   Corporate  Existence;  Compliance
with Law. Each of
the Consolidated Companies is a corporation duly organized,
validly existing,
and in good standing under the laws of the jurisdiction of
its  incorporation,
and each of the  Consolidated  Companies has the corporate
power and authority
and the  legal  right to own and  operate  its  property
and to  conduct  its
business.  Each of the Consolidated  Companies (i) has the
corporate power and
authority  and the legal right to own and operate its
property and to conduct
its  business,  (ii) is duly  qualified as a foreign
corporation  and in good
standing under the laws of each  jurisdiction  where its
ownership of property
or the conduct of its business  requires such
qualification,  and (iii) is in
compliance  with all  Requirements  of Law, where (a) the
failure to have such
power,  authority  and legal right as set forth in clause
(i), (b) the failure
to be so  qualified or in good  standing as set forth in
clause  (ii),  or (c)
the failure to comply with  Requirements  of Law as set
forth in clause (iii),
would reasonably be expected,  in the aggregate,  to have a
Materially Adverse
Effect.  The jurisdiction of incorporation or organization,
and the ownership
of all issued and  outstanding  capital stock,  for each
Subsidiary as of the
date of this Agreement is accurately described on Schedule
5.01.

            Section V.2.   Corporate   Power;
Authorization.   Each  of  the
Credit  Parties has the  corporate  power and  authority to
make,  deliver and
perform  the  Credit  Documents  to  which  it is a party
and has  taken  all
necessary   corporate   action  to  authorize  the
execution,   delivery  and
performance  of such  Credit  Documents.  No consent or
authorization  of, or
filing with,  any Person  (including,  without  limitation,
any  governmental
authority),  is  required  in  connection  with  the
execution,  delivery  or
performance  by any Credit Party,  or the validity or
enforceability  against
any  Credit  Party,  of  the  Credit  Documents,  other
than  such  consents,
authorizations or filings which have been made or obtained.

            Section V.3.   Possession of  Franchises,
Licenses,  Etc.  Except
as set  forth on  Schedule  5.03 or as  otherwise  wuld  not
have a  Material
Adverse  Effect,  (a) each of the Credit  Parties  possesses
all  franchises,
certificates,  licenses,  permits and other  authorizations
from governmental
political  subdivisions  or regulatory  authorities  that
are necessary in any
material  respect  for  the  ownership,   maintenance  and
operation  of  its
properties and assets,  and (b) no Credit Party is in
violation of any thereof
in any material respect.


            Section V.4.   Enforceable  Obligations.  This
Agreement has been
duly  executed  and  delivered,  and each other Credit
Document  will be duly
executed and delivered,  by the respective Credit Parties,
and this Agreement
constitutes,  and each other Credit  Document when executed
and delivered will
constitute,  legal,  valid and  binding  obligations  of the
Credit  Parties,
respectively,  enforceable against the Credit Parties in
accordance with their
respective  terms,  except  as  may  be  limited  by
applicable   bankruptcy,
insolvency,   reorganization,   moratorium,  or  similar
laws  affecting  the
enforcement  of  creditors'  rights  generally  and by
general  principles  of
equity.

            Section V.5.   No  Legal  Bar.   The
execution,   delivery   and
performance  by the Credit  Parties of the Credit  Documents
will not violate
any  Requirement  of Law or  cause a  breach  or  default
under  any of their
respective material Contractual Obligations.

            Section V.6.   No  Material  Litigation.  Except
as set  forth on
Schedule  5.06 or in any notice  furnished to the Lenders
and the Issuing Bank
pursuant  to  Section  6.07(e)  at  or  prior  to  the
respective  times  the
representations  and  warranties  set forth in this  Section
5.06 are made or
deemed to be made hereunder,  no litigation,  investigations
or proceedings of
or before any courts,  tribunals,  arbitrators or
governmental authorities are
pending or, to the knowledge of Borrower,  threatened by or
against any of the
Consolidated  Companies,  or against  any of their
respective  properties  or
revenues,  which, if adversely determined would reasonably
be expected to have
a Material Adverse Effect.

            Section V.7.    Investment  Company Act,  Etc.
None of the Credit
Parties  is  an  "investment   company"  or  a  company
"controlled"  by  an
"investment  company"  (as each of the quoted  terms is
defined or used in the
Investment  Company Act of 1940,  as amended).  None of the
Credit  Parties is
subject to regulation  under the Public Utility  Holding
Company Act of 1935,
the Federal Power Act, or any foreign,  federal or local
statute or regulation
limiting its ability to incur indebtedness for money
borrowed,  guarantee such
indebtedness,   or  pledge  its  assets  to  secure  such
indebtedness,   as
contemplated hereby or by any other Credit Document.

            Section V.8.   Margin  Regulations.  No  part of
the  proceeds  of
any of the Loans will be used for any purpose which
violates,  or which would
be  inconsistent  or not in compliance  with, the provisions
of the applicable
Margin Regulations.

            Section V.9.   Compliance With Environmental
Laws.


            (a)   The  Consolidated  Companies  have
received  no  notices of
      claims or potential  liability  under,  and are in
compliance  with, all
      applicable  Environmental Laws, where such claims and
liabilities under,
      and  failures  to  comply  with,  such  statutes,
regulations,  rules,
      ordinances,  laws or licenses, would reasonably be
expected to result in
      penalties,  fines,  claims  or  other  liabilities  to
the  Consolidated
      Companies in amounts in excess of $2,500,000,  either
individually or in
      the  aggregate   (including  any  such  penalties,
fines,  claims,  or
      liabilities  relating to the  matters  set forth on
Schedule  5.09(a)),
      except as set forth on Schedule  5.09(a) or in any
notice  furnished  to
      the  Lenders  and the Issuing  Bank  pursuant  to
Section  6.07(f) at or
      prior to the  respective  times the  representations
and warranties set
      forth in this Section 5.09(a) are made or deemed to be
made hereunder.

            (b)   Except as set forth on  Schedule  5.09(b)
or in any  notice
      furnished  to the  Lenders  and the  Issuing  Bank
pursuant to Section
      6.07(f)  at or prior to the  respective  times the
representations  and
      warranties  set forth in this  Section  5.09(b) are
made or deemed to be
      made  hereunder,  none of the  Consolidated  Companies
has received any
      notice of  violation,  or  notice  of any  action,
either  judicial  or
      administrative,  from any governmental  authority
(whether United States
      or  foreign)  relating  to  the  actual  or  alleged
violation  of  any
      Environmental  Law,  including,  without  limitation,
any notice of any
      actual  or  alleged  spill,  leak,  or other  release
of any  Hazardous
      Substance,  waste or hazardous waste by any
Consolidated  Company or its
      employees or agents,  or as to the existence of any
contamination on any
      properties owned by any Consolidated Company,  where
any such violation,
      spill,  leak,  release or contamination  would
reasonably be expected to
      result  in  penalties,   fines,  claims  or  other
liabilities  to  the
      Consolidated  Companies  in  amounts  in  excess of
$2,500,000,  either
      individually or in the aggregate.

            (c)   Except as set forth on Schedule  5.09(c),
the  Consolidated
      Companies  have obtained all necessary  governmental
permits,  licenses
      and approvals  which are material to the  operations
conducted on their
      respective  properties,   including  without
limitation,  all  required
      material  permits,  licenses and  approvals  for (i)
the emission of air
      pollutants  or  contaminants,  (ii) the  treatment or
pretreatment  and
      discharge of waste water or storm water,  (iii) the
treatment,  storage,
      disposal or  generation of hazardous  wastes,  (iv)
the  withdrawal  and
      usage of ground  water or surface  water,  and (v) the
disposal of solid
      wastes.

            Section V.10.  Insurance.  The  Consolidated
Companies  currently
maintain   insurance   with  respect  to  their   respective
properties  and
businesses,  with financially sound and reputable  insurers,
having coverages
against  losses  or  damages  of the  kinds  customarily
insured  against  by
reputable  companies in the same or similar  businesses,
such insurance being
in amounts no less than those amounts  which are customary
for such  companies
under  similar  circumstances.   The  Consolidated
Companies  have  paid  all
material  amounts of  insurance  premiums  now due and owing
with  respect to
such insurance policies and coverages,  and such policies
and coverages are in
full force and effect.

            Section V.11.  No Default.  Except as set forth
on Schedule  5.11,
none of the Consolidated  Companies is in default under or
with respect to any
Contractual  Obligation  in any respect  which  default or
defaults  would be
reasonably expected in the aggregate to have a Materially
Adverse Effect.


            Section V.12.   No  Burdensome  Restrictions.
Except as set forth
on  Schedule  5.12 or in any notice  furnished  to the
Lenders and the Issuing
Bank  pursuant  to  Section  6.07(k) at or prior to the
respective  times the
representations  and  warranties  set forth in this  Section
5.12 are made or
deemed to be made hereunder,  none of the Consolidated
Companies is a party to
or bound by any Contractual  Obligation or Requirement of
Law which has had or
would reasonably be expected to have a Materially Adverse
Effect.

            Section V.13.  Taxes.  Except as set forth on
Schedule 5.13,  each
of  the  Consolidated   Companies  have  filed  or  caused
to  be  filed  all
declarations,  reports and tax returns  which are required
to have been filed,
and  has  paid  all  taxes,  custom  duties,   levies,
charges  and  similar
contributions  ("taxes" in this  Section  5.13) shown to be
due and payable on
said returns or on any assessments made against it or its
properties,  and all
other taxes,  fees or other charges  imposed on it or any of
its properties by
any  governmental  authority (other than those the amount or
validity of which
is currently  being  contested in good faith by  appropriate
proceedings  and
with respect to which  reserves in conformity  with GAAP
have been provided in
its  books);  and no tax liens  have  been  filed  and,  to
the  knowledge  of
Borrower,  no claims are being  asserted with respect to any
such taxes,  fees
or other charges.

            Section V.14.  Subsidiaries.  Except  as
disclosed  on  Schedule
5.01, on the date of this Agreement,  Borrower has no
Subsidiaries and neither
Borrower nor any Subsidiary is a joint venture  partner or
general  partner in
any  partnership.  Except  as  disclosed  on  Schedule  5.14
or in any  notice
furnished to the Lenders and the Issuing Bank  pursuant to
Section  6.07(l) at
or prior to the respective times the  representations and
warranties set forth
in this Section 5.14 are made or deemed to be made
hereunder,  Borrower has no
Material Subsidiaries.

            Section V.15.  Financial  Statements.  Borrower
has  furnished to
the Agent, the Co-Agent, the Issuing Bank and the Lenders:

            (a)   Audited Reports.  The audited
consolidated balance sheet as
      of  May  31,  1997  of  the  Consolidated   Companies
and  the  related
      consolidated  statements of income,  shareholders'
equity and cash flows
      for the Fiscal  Years then  ended,  including  in each
case the  related
      schedules and notes,  setting forth in each case in
comparative form the
      figures  for the  previous  Fiscal Year of the
Consolidated  Companies.
      The  foregoing  financial  statements  fairly  present
in all  material
      respects  the  consolidated  financial  condition  of
the  Consolidated
      Companies  as at the dates  thereof and results of
operations  for such
      periods in conformity with GAAP consistently applied;

            (b)   No  Material   Adverse   Change.   Since
the  date  of  the
      preparation  of the  financial  statements  set forth
above,  there have
      been no changes with  respect to the  Consolidated
Companies  which has
      had or  would  reasonably  be  expected  to  have a
Materially  Adverse
      Effect.


            Section V.16.  ERISA.  Except as disclosed on
Schedule  5.16 or in
any notice  furnished to the Lenders and the Issuing Bank
pursuant to Section
6.07(g)  at  or  prior  to  the  respective  times  the
representations  and
warranties  set  forth in this  Section  5.16 are  made or
deemed  to be made
hereunder:

            (1)   Identification   of   Plans.   None   of
the   Consolidated
Companies  nor  any  of  their  respective   ERISA
Affiliates   maintains  or
contributes  to, or has during the past seven years
maintained or contributed
to, any Plan that is subject to Title IV of ERISA;

            (2)   Compliance.   Each  Plan  maintained  by
the   Consolidated
Companies have at all times been maintained,  by their terms
and in operation,
in compliance  with all applicable  laws, and the
Consolidated  Companies are
subject to no tax or  penalty  with  respect to any Plan of
such  Consolidated
Company or any ERISA Affiliate thereof,  including without
limitation, any tax
or penalty  under Title I or Title IV of ERISA or under
Chapter 43 of the Tax
Code, or any tax or penalty  resulting from a loss of
deduction under Sections
162, 404, or 419 of the Tax Code,  where the failure to
comply with such laws,
and such taxes and penalties,  together with all other
liabilities referred to
in this  Section  5.16  (taken  as a  whole),  would in the
aggregate  have a
Materially Adverse Effect;

            (3)   Liabilities.  The  Consolidated  Companies
are subject to no
liabilities  (including  withdrawal  liabilities) with
respect to any Plans of
such  Consolidated  Companies  or any of  their  ERISA
Affiliates,  including
without  limitation,  any  liabilities  arising  from Titles
I or IV of ERISA,
other than  obligations  to fund  benefits  under an
ongoing  Plan and to pay
current  contributions,  expenses  and  premiums  with
respect to such Plans,
where such  liabilities,  together with all other
liabilities  referred to in
this  Section  6.15  (taken  as a  whole),  would  in  the
aggregate  have  a
Materially Adverse Effect;


            (4)   Funding.  The  Consolidated  Companies
and, with respect to
any Plan  which is  subject  to Title IV of  ERISA,  each of
their  respective
ERISA  Affiliates,  have made  full and  timely  payment  of
all  amounts  (A)
required to be contributed  under the terms of each Plan and
applicable  law,
and (B) required to be paid as expenses  (including PBGC or
other premiums) of
each Plan,  where the  failure  to pay such  amounts  (when
taken as a whole,
including any penalties  attributable to such amounts) would
have a Materially
Adverse  Effect.  No  Plan  subject  to  Title  IV  of
ERISA  (other  than  a
Multiemployer  Plan) has an  "amount  of  unfunded  benefit
liabilities"  (as
defined  in  Section  4001(a)(18)  of  ERISA),  determined
as  if  such  Plan
terminated  on any date on which this  representation  and
warranty is deemed
made, in any amount which,  together with all other
liabilities referred to in
this Section 5.16 (taken as a whole),  would have a
Materially  Adverse Effect
if such amount were then due and payable.  None of the
Consolidated  Companies
would be subject to  withdrawal  liability  with respect to
any  Multiemployer
Plan,  determined  as if the  event  resulting  in such
withdrawal  liability
occurred  on any date on which  this  representation  is
made or  deemed to be
made based on the most  recent  actuarial  valuation  data
made  available  to
employers  participating  in the  Multiemployer  Plan,  in
any  amount  which,
together  with all other  liabilities  referred to in this
Section 5.16 (taken
as a whole),  would have a Materially Adverse Effect if such
amounts were then
due and payable.  The  Consolidated  Companies  are subject
to no  liabilities
with  respect  to  post-retirement  medical  benefits  in
any  amounts  which,
together  with all other  liabilities  referred to in this
Section 5.16 (taken
as a whole),  would have a Materially Adverse Effect if such
amounts were then
due and payable.

            Section V.17.   Patents,  Trademarks,  Licenses,
Etc.  Except  as
set forth on Schedule 5.17, (i) the  Consolidated  Companies
have obtained and
hold in full  force and  effect  all  material  patents,
trademarks,  service
marks,  trade names,  copyrights,  licenses  and other such
rights,  free from
material  burdensome  restrictions,  which are  necessary
for the operation of
their respective  businesses as presently  conducted,  and
(ii) to the best of
Borrower's  knowledge,  no  product,  process,  method,
service or other item
presently sold by or employed by any  Consolidated  Company
in connection with
such business  infringes  any patents,  trademark,  service
mark,  trade name,
copyright,  license or other right owned by any other
person and there is not
presently pending, or to the knowledge of Borrower,
threatened,  any claim or
litigation  against or affecting  any  Consolidated  Company
contesting  such
Person's right to sell or use any such product,  process,
method, substance or
other item where the result of such  failure to obtain and
hold such  benefits
or such infringement would have a Materially Adverse Effect.

            Section V.18.  Ownership  of  Property.  Except
as set  forth  on
Schedule 5.18,  each  Consolidated  Company has good and
marketable fee simple
title to or a valid  leasehold  interest in all of its real
property and good
title to, or a valid  leasehold  interest  in, all of its
other  property,  as
such  properties  are  reflected in the  financial
statements  referred to in
Section 5.15(a),  other than properties  disposed of in the
ordinary course of
business  since  such  date or as  otherwise  permitted  by
the  terms of this
Agreement,  subject to no Lien or title defect of any kind,
except  Permitted
Liens.  The Consolidated  Companies enjoy peaceful and
undisturbed  possession
under all of their respective material leases.

            Section V.19.  Indebtedness.  As of the Closing
Date,  except for
the  Indebtedness  set  forth  on  Schedule  7.01,  none  of
the  Consolidated
Companies is an obligor in respect of any  Indebtedness  for
borrowed money or
any commitment to create or incur any Indebtedness for
borrowed money.


            Section V.20.   Financial   Condition.   On  the
Closing   Date,
including  without  limitation,  the  use of the  proceeds
of  the  Loans  as
provided  in  Section  2.01,  (i) the  assets  of each
Credit  Party  at fair
valuation and based on their present fair saleable value
(including,  without
limitation,  the fair and realistic  value of any
contribution or subrogation
rights in respect of any Guaranty  Agreement  given by such
Credit Party) will
exceed such Credit Party's debts,  including  contingent
liabilities (as such
liabilities  may be limited under the express terms of any
Guaranty  Agreement
of such Credit  Party),  (ii) the remaining  capital of such
Credit Party will
not be unreasonably  small to conduct the Credit Party's
business,  and (iii)
such Credit  Party will not have  incurred  debts,  or have
intended to incur
debts,  beyond the Credit  Party's  ability to pay such
debts as they  mature.
For purposes of this Section 5.20,  "debt" means any
liability on a claim, and
"claim"  means (a) the right to payment,  whether or not
such right is reduced
to judgment, liquidated,  unliquidated, fixed, contingent,
matured, unmatured,
disputed,  undisputed,  legal,  equitable,  secured or
unsecured,  or (b) the
right to an equitable  remedy for breach of  performance  if
such breach gives
rise to a right to payment,  whether or not such right to an
equitable  remedy
is reduced to  judgment,  fixed,  contingent,  matured,
unmatured,  disputed,
undisputed, secured or unsecured.

            Section V.21.  Labor  Matters.  Except as set
forth in  Schedule
5.21 or in any notice  furnished to the Lenders and the
Issuing Bank  pursuant
to Section  6.07(k) at or prior to the  respective  times
the  representations
and  warranties  set forth in this  Section 5.21 are made or
deemed to be made
hereunder,  the  Consolidated  Companies have  experienced
no strikes,  labor
disputes,  slow downs or work stoppages due to labor
disagreements which have
had, or would  reasonably  be expected to have, a Materially
Adverse  Effect,
and, to the best knowledge of Borrower,  there are no such
strikes,  disputes,
slow downs or work  stoppages  threatened  against any
Consolidated  Company.
The hours worked and payment made to employees of the
Consolidated  Companies
have  not  been  in  violation  in any  material  respect
of the  Fair  Labor
Standards  Act or any other  applicable  law dealing  with
such  matters.  All
payments due from the  Consolidated  Companies,  or for
which any claim may be
made  against the  Consolidated  Companies,  on account of
wages and  employee
health and welfare  insurance and other  benefits have been
paid or accrued as
liabilities on the books of the  Consolidated  Companies
where the failure to
pay or  accrue  such  liabilities  would  reasonably  be
expected  to  have a
Materially Adverse Effect.

            Section V.22.  Payment  or   Dividend
Restrictions.   Except  as
described on Schedule 5.22, none of the Consolidated
Companies is party to or
subject to any agreement or understanding  restricting or
limiting the payment
of any dividends or other distributions by any such
Consolidated Company.

            Section V.23.  Sharing    Agreements.    Each
of   the   Sharing
Agreements  is in  full  force  and  effect  and no
material  default  exists
thereunder.

            Section V.24.  Disclosure.    No
representation   or   warranty
contained in this Agreement  (including the Schedules
attached  hereto) or in
any other  document  furnished from time to time pursuant to
the terms of this
Agreement,  contains or will contain any untrue  statement
of a material  fact
or omits  or will  omit to  state  any  material  fact
necessary  to make the
statements  herein or therein not misleading in any material
respect as of the
date made or deemed to be made.  Except as may be set forth
herein  (including
the Schedules  attached hereto),  there is no fact known to
Borrower which has
had, or is reasonably expected to have, a Materially Adverse
Effect.


            Section V.25.    Year   2000    Compliant.
Borrower   and   its
Subsidiaries  shall be Year 2000 Compliant by December 31,
1999,  except where
a failure to be Year 2000 Compliant will not have a
Materially Adverse Effect.


                                  ARTICLE VI.

                             AFFIRMATIVE COVENANTS

            So long as any Commitment  remains in effect
hereunder or any Note
shall remain unpaid, Borrower will:

            Section VI.1.  Corporate  Existence,  Etc.
Preserve and maintain,
and cause each of its  Material  Subsidiaries  to preserve
and  maintain,  its
corporate existence,  its material rights,  franchises,  and
licenses, and its
material  patents  and  copyrights  (for  the  scheduled
duration  thereof),
trademarks,  trade  names,  and service  marks,  necessary
or desirable in the
normal  conduct of its  business,  and its  qualification
to do business as a
foreign  corporation in all jurisdictions  where it conducts
business or other
activities  making such  qualification  necessary,  where
the failure to be so
qualified would reasonably be expected to have a Materially
Adverse Effect.

            Section VI.2.  Compliance with Laws, Etc.
Comply,  and cause each
of its  Subsidiaries  to  comply  with  all  Requirements
of Law  (including,
without limitation,  the Environmental Laws subject to the
exception set forth
in Section 5.09 where the  penalties,  claims,  fines,  and
other  liabilities
resulting  from  noncompliance  with such  Environmental
Laws do not  involve
amounts in excess of $2,500,000 in the aggregate) and
Contractual  Obligations
applicable  to or binding on any of them where the failure
to comply with such
Requirements of Law and Contractual  Obligations  would
reasonably be expected
to have a Materially Adverse Effect.

            Section VI.3.  Payment of Taxes and Claims,
Etc.  Pay,  and cause
each of its  Subsidiaries to pay, (i) all taxes,
assessments and governmental
charges imposed upon it or upon its property,  and (ii) all
claims (including,
without limitation,  claims for labor, materials,  supplies
or services) which
might, if unpaid,  become a Lien upon its property,  unless,
in each case, the
validity or amount  thereof is being  contested  in good
faith by  appropriate
proceedings and adequate reserves are maintained with
respect thereto.

            Section VI.4.  Keeping  of  Books.  Keep,  and
cause  each of its
Subsidiaries to keep, proper books of record and account,
containing complete
and  accurate  entries  of  all  their   respective
financial  and  business
transactions.


            Section VI.5.  Visitation,  Inspection,  Etc.
Permit,  and  cause
each of its  Subsidiaries  to permit,  any  representative
of the Agent,  the
Co-Agent,  the  Issuing  Bank or any  Lender to visit and
inspect  any of its
property,  to  examine  its  books and  records  and to make
copies  and take
extracts  therefrom,  and to discuss its affairs,  finances
and accounts  with
its  officers,  all at such  reasonable  times and as often
as the Agent,  the
Co-Agent, the Issuing Bank or such Lender may reasonably
request.

            Section VI.6.  Insurance; Maintenance of
Properties.

            (a)   Maintain or cause to be maintained  with
financially  sound
      and reputable  insurers,  insurance  with respect to
its  properties and
      business,  and the properties and business of its
Subsidiaries,  against
      loss or damage of the kinds  customarily  insured
against by  reputable
      companies  in the same or similar  businesses,  such
insurance to be of
      such types and in such amounts as is customary for
such companies  under
      similar  circumstances;  provided,  however,  that in
any event Borrower
      shall  use its best  efforts  to  maintain,  or cause
to be  maintained,
      insurance in amounts and with  coverages not
materially  less favorable
      to any Consolidated Company as in effect on the date
of this Agreement.

            (b)   Cause,  and  cause  each of the
Consolidated  Companies  to
      cause,  all properties  used or useful in the conduct
of its business to
      be maintained and kept in good  condition,  repair and
working order and
      supplied  with all  necessary  equipment  and will
cause to be made all
      necessary repairs, renewals, replacements,
settlements and improvements
      thereof,  all as in the  judgment of Borrower  may be
necessary so that
      the  business  carried on in  connection  therewith
may be properly and
      advantageously conducted at all times.

            Section VI.7.  Reporting  Covenants.  Furnish
to each  Lender and
the Issuing Bank:

            (a)   Annual  Financial  Statements.  As soon as
available  and in
      any  event  within  90 days  after  each  Fiscal  Year
End of  Borrower,
      balance  sheets  of the  Consolidated  Companies  as
at the  end of such
      year,  presented on a consolidated  basis, and the
related statements of
      income,  shareholders'  equity,  and  cash  flows  of
the  Consolidated
      Companies  for such Fiscal  Year,  presented  on a
consolidated  basis,
      setting  forth in each  case in  comparative  form the
figures  for the
      previous  Fiscal Year,  all in reasonable  detail and
accompanied  by a
      report  thereon of Ernst & Young,  L.L.P.  or other
independent  public
      accountants  of  comparable  recognized  national
standing,  which such
      report shall be  unqualified  as to going concern and
scope of audit and
      shall  state  that  such  financial  statements
present  fairly  in all
      material  respects the financial  condition as at the
end of such Fiscal
      Year  on a  consolidated  basis,  and  the  results
of  operations  and
      statements of cash flows of the  Consolidated
Companies for such Fiscal
      Year  in  accordance   with  GAAP  and  that  the
examination  by  such
      accountants in connection with such  consolidated
financial  statements
      has been made in accordance with generally accepted
auditing standards;


            (b)   Quarterly  Financial  Statements.  As soon
as available  and
      in any event  within 45 days  after the end of each
fiscal  quarter  of
      Borrower (other than the fourth fiscal  quarter),
balance sheets of the
      Consolidated  Companies  as at the end of such
quarter  presented  on a
      consolidated basis and the related  statements of
income,  shareholders'
      equity,  and cash flows of the  Consolidated
Companies  for such fiscal
      quarter and for the portion of  Borrower's  Fiscal
Year ended at the end
      of such  quarter,  presented on a  consolidated  basis
setting forth in
      each case in comparative form the figures for the
corresponding  quarter
      and the  corresponding  portion of Borrower's
previous Fiscal Year, all
      in  reasonable  detail and certified by the chief
financial  officer or
      principal   accounting   officer  of   Borrower   that
such   financial
      statements  fairly  present  in  all  material
respects  the  financial
      condition  of the  Consolidated  Companies  as at the
end of such fiscal
      quarter on a  consolidated  basis,  and the  results
of  operations  and
      statements of cash flows of the  Consolidated
Companies for such fiscal
      quarter and such portion of Borrower's  Fiscal Year,
in accordance  with
      GAAP consistently  applied (subject to normal year-end
audit adjustments
      and the absence of certain footnotes);

            (c)   No   Default/Compliance   Certificate.
Together  with  the
      financial  statements  required  pursuant  to
subsections  (a)  and (b)
      above,  a  certificate  of the treasurer or chief
financial  officer of
      Borrower (i) to the effect that,  based upon a review
of the  activities
      of the Consolidated  Companies and such financial
statements during the
      period covered thereby,  there exists no Event of
Default and no Default
      under  this  Agreement,  or if there  exists  an Event
of  Default  or a
      Default  hereunder,  specifying  the  nature  thereof
and the  proposed
      response   thereto,   and  (ii)   demonstrating  in
reasonable   detail
      compliance  as at the end of such  Fiscal  Year or
such  fiscal  quarter
      with Section 6.08 and Sections 7.01 through 7.05;

            (d)   Notice of Default.  Promptly after any
Executive  Officer of
      Borrower  has  notice  or  knowledge  of the
occurrence  of an Event of
      Default or a Default,  a certificate of the chief
financial  officer or
      principal  accounting officer of Borrower  specifying
the nature thereof
      and the proposed response thereto;

            (e)   Litigation.  Promptly  after  (i)  the
occurrence  thereof,
      notice of the institution of or any material adverse
development in any
      material action,  suit or proceeding or any
governmental  investigation
      or any  arbitration,  before any court or arbitrator
or any governmental
      or  administrative  body,  agency or official,
against any Consolidated
      Company,  or any material  property of any thereof
seeking money damages
      in excess  of  $2,500,000  or  which,  if  adversely
determined,  would
      otherwise  reasonably be expected to have a Materially
Adverse  Effect,
      or (ii)  actual  knowledge  thereof,  notice  of the
threat of any such
      action, suit, proceeding, investigation or
arbitration;


            (f)   Environmental  Notices.   Promptly  after
receipt  thereof,
      notice of any  actual or  alleged  violation,  or
notice of any  action,
      claim or request for  information,  either  judicial
or  administrative,
      from any  governmental  authority  relating  to any
actual  or  alleged
      claim,  notice of  potential  responsibility  under or
violation of any
      Environmental  Law, or any actual or alleged  spill,
leak,  disposal or
      other release of any waste,  petroleum  product,  or
hazardous  waste or
      Hazardous  Substance by any  Consolidated  Company
which could result in
      penalties,  fines,  claims  or  other  liabilities  to
any  Consolidated
      Company in amounts in excess of $2,500,000;

            (g)   ERISA.  (i)  Promptly  after  the
occurrence  thereof  with
      respect to any Plan of any  Consolidated  Company or
any ERISA Affiliate
      thereof,  or  any  trust  established   thereunder,
notice  of  (A)  a
      "reportable   event"   described  in  Section  4043
of  ERISA  and  the
      regulations   issued  from  time  to  time  thereunder
(other  than  a
      "reportable  event" not subject to the  provisions
for 30-day notice to
      the PBGC under such  regulations),  or (B) any other
event  which could
      subject  any  Consolidated  Company  to any tax,
penalty  or  liability
      under  Title I or Title IV of ERISA or  Chapter  43 of
the Tax Code,  or
      any tax or penalty  resulting  from a loss of
deduction  under  Sections
      162,  404 or 419 of the Tax Code,  where any such
taxes,  penalties  or
      liabilities exceed or could exceed $2,500,000 in the
aggregate;

                  (ii)  Promptly  after such  notice  must
be  provided to the
      PBGC, or to a Plan  participant,  beneficiary or
alternative  payee, any
      notice   required   under   Section   101(d),
302(f)(4),   303,   307,
      4041(b)(1)(A) or  4041(c)(1)(A) of ERISA or under
Section  401(a)(29) or
      412 of the  Tax  Code  with  respect  to any  Plan  of
any  Consolidated
      Company or any ERISA Affiliate thereof;

                  (iii) Promptly  after  receipt,  any
notice  received by any
      Consolidated  Company  or any ERISA  Affiliate
thereof  concerning  the
      intent of the PBGC or any other  governmental
authority  to terminate a
      Plan of such  Company  or ERISA  Affiliate  thereof
which is subject to
      Title IV of ERISA,  to impose  any  liability  on such
Company or ERISA
      Affiliate under Title IV of ERISA or Chapter 43 of the
Tax Code;

                  (iv)  Upon  the  request  of the  Agent,
promptly  upon the
      filing  thereof  with  the  Internal  Revenue  Service
("IRS")  or  the
      Department  of Labor  ("DOL"),  a copy of IRS Form
5500 or annual report
      for each Plan of any  Consolidated  Company or ERISA
Affiliate  thereof
      which is subject to Title IV of ERISA;

                  (v)   Upon the request of the Agent,  (A)
true and  complete
      copies  of  any  and  all   documents,   government
reports   and  IRS
      determination  or  opinion  letters  or  rulings  for
any  Plan  of any
      Consolidated  Company from the IRS,  PBGC or DOL, (B)
any reports  filed
      with the IRS,  PBGC or DOL with  respect  to a Plan of
the  Consolidated
      Companies or any ERISA Affiliate thereof,  or (C) a
current statement of
      withdrawal  liability for each  Multiemployer  Plan of
any  Consolidated
      Company or any ERISA Affiliate thereof;


            (h)   Liens.  Promptly  upon  any  Consolidated
Company  becoming
      aware thereof,  notice of the filing of any federal
statutory Lien, tax
      or other  state or local  government  Lien or any
other  Lien  affecting
      their respective properties, other than Permitted
Liens;

            (i)   Public  Filings,  Etc.  Promptly upon the
filing  thereof or
      otherwise  becoming  available,  copies  of  all
financial  statements,
      annual,  quarterly and special  reports,  proxy
statements  and notices
      sent or made  available  generally  by Borrower  to
its public  security
      holders,  of all  regular  and  periodic  reports  and
all  registration
      statements  and  prospectuses,  if any,  filed  by any
of them  with any
      securities  exchange,  and of all press  releases  and
other  statements
      made available generally to the public containing
material  developments
      in the  business  or  financial  condition  of
Borrower  and the  other
      Consolidated Companies;

            (j)   Accountants'   Reports.   Promptly  upon
receipt   thereof,
      copies of all  financial  statements  of, and all
reports  submitted by,
      independent  public  accountants  to  Borrower in
connection  with each
      annual,  interim, or special audit of Borrower's
financial  statements,
      including  without  limitation,  the comment  letter
submitted  by such
      accountants to management in connection with their
annual audit;

            (k)   Burdensome  Restrictions,  Etc.  Promptly
upon the existence
      or occurrence thereof,  notice of the existence or
occurrence of (i) any
      Contractual  Obligation or Requirement of Law
described in Section 5.12,
      (ii)  failure  of any  Consolidated  Company  to hold
in full  force and
      effect those material trademarks,  service marks,
patents,  trade names,
      copyrights,  licenses and similar rights necessary in
the normal conduct
      of its business,  and (iii) any strike, labor dispute,
slow down or work
      stoppage as described in Section 5.21;

            (l)   New  Material   Subsidiaries.   Within  30
days  after  the
      formation or acquisition of any Material Subsidiary,
or any other event
      resulting in the creation of a new  Material
Subsidiary,  notice of the
      formation  or   acquisition   of  such   Material
Subsidiary  or  such
      occurrence,  including a description  of the assets of
such entity,  the
      activities in which it will be engaged,  and such
other  information  as
      the Agent,  the  Co-Agent,  the Issuing  Bank and any
of the Lenders may
      request;

            (m)   Intercompany  Asset Transfers.  Promptly
upon the occurrence
      thereof,  notice of the  transfer of any assets from
any Credit Party to
      any  other  Consolidated  Company  that  is not a
Credit  Party  in any
      transaction  or series of related  transactions,
where  either the book
      value  or  the  fair  market  value  of  such  assets
is  greater  than
      $2,500,000  (excluding  sales  or  other  transfers
of  assets  in  the
      ordinary course of business); and

            (n)   Other Information.  With reasonable
promptness,  such other
      information   about  the  Consolidated   Companies  as
the  Agent,  the
      Co-Agent,  the Issuing  Bank or any Lender may
reasonably  request from
      time to time.


            Section VI.8.   Financial Covenants.

            (a)   Fixed  Charge  Coverage.  Maintain a Fixed
Charge  Coverage
      Ratio at all times greater than  3.00:1.00,  measured
as of the last day
      of each fiscal  quarter of the  Borrower,  commencing
on the last day of
      the  fiscal  quarter  ending on August  31,  1998,
for the  immediately
      preceding four quarters ending on such date.

            (b)   Leverage  Ratio.  Maintain a Leverage
Ratio at all times of
      not more  than  3.00:1.0,  measured  as of the  last
day of each  fiscal
      quarter  of the  Borrower,  commencing  on the  last
day of the  fiscal
      quarter  ending on August 31, 1998, for the
immediately  preceding four
      quarters ending on such date.

            Section VI.9.  Notices   Under    Certain
Other    Indebtedness.
Immediately upon its receipt thereof,  Borrower shall
furnish the Agent a copy
of any  notice  received  by it or any  other  Consolidated
Company  from the
holder(s) of  Indebtedness  referred to in Section  7.01(b),
(c), (f), (g) or
(i) (or from any trustee,  agent, attorney, or other party
acting on behalf of
such  holder(s)) in an amount which,  in the  aggregate,
exceeds  $2,500,000,
where such notice  states or claims (i) the  existence  or
occurrence  of any
default or event of default with respect to such
Indebtedness  under the terms
of any  indenture,  loan  or  credit  agreement,  debenture,
note,  or  other
document  evidencing or governing such Indebtedness,  or
(ii) the existence or
occurrence of any event or condition  which  requires or
permits  holder(s) of
any Indebtedness to exercise rights under any Change in
Control Provision.

            Section VI.10. Additional    Credit   Parties
and    Collateral.
Promptly  after (i) the formation or  acquisition  of any
Material  Subsidiary
not listed on Schedule 5.14,  (ii) the transfer of assets to
any  Consolidated
Company if notice thereof is required to be given pursuant
to Section  6.07(m)
and as a result  thereof  the  recipient  of such  assets
becomes a  Material
Subsidiary,  or  (iii)  the  occurrence  of any  other
event  creating  a new
Material  Subsidiary,  Borrower  shall  cause to be executed
and  delivered a
Supplement  to  Subsidiary   Guaranty   Agreement   from
each  such  Material
Subsidiary,   together  with  related   corporate
authorization   documents,
organizational  documents,  secretary's certificates and
opinions, all in form
and substance satisfactory to the Agent and the Required
Lenders.



                                 ARTICLE VII.

                              NEGATIVE COVENANTS

            So long as any Commitment  remains in effect
hereunder or any Note
shall remain unpaid, Borrower will not and will not permit
any Subsidiary to:

            Section VII.1. Indebtedness.  Create,  incur,
assume,  guarantee,
suffer to exist or otherwise  become liable on or with
respect to, directly or
indirectly, any Indebtedness, other than:

            (a)   Indebtedness  of the Borrower  under this
Agreement  and of
      the Material Subsidiary of Borrower pursuant to the
Guaranty Agreement;

            (b)   Indebtedness  outstanding  or incurred  on
the Closing  Date
      and described on Schedule 7.01

            (c)   purchase money  Indebtedness to the extent
secured by a Lien
      permitted  by Section  7.02(b) in an aggregate
principal  amount at any
      time outstanding not to exceed $5,000,000;

            (d)   unsecured  current  liabilities  (other
than liabilities for
      borrowed money or liabilities  evidenced by promissory
notes,  bonds or
      similar  instruments)  incurred in the  ordinary
course of business and
      either  (i) not more than 30 days past due,  or (ii)
being  disputed  in
      good faith by  appropriate  proceedings  with reserves
for such disputed
      liability maintained in conformity with GAAP;

            (e)   Indebtedness  of Borrower or any of its
Subsidiaries  under
      Interest Rate Contracts;

            (f)   Subordinated  Debt of the Borrower (but
not  Subsidiaries of
      the Borrower) expressly approved in writing by the
Lenders;

            (g)   Guarantees  of  advances to officers  and
employees  in the
      ordinary course of business,  or Guarantees  otherwise
disclosed to and
      approved in writing by the Agent and the Required
Lenders;

            (h)   Endorsements  of  instruments  for deposit
or  collection in
      the ordinary course of business;

            (i)   Unsecured  Indebtedness  of the  Borrower
pursuant to short
      term lines of credit in an  aggregate  principal
amount at any one time
      outstanding not to exceed $5,000,000;


            (j)   Indebtedness  with respect to letters of
credit permitted by
      Section 7.05;

            (k)   Up to  $25,000,000  of additional
Indebtedness  at any time
      outstanding  for the  purpose of issuing  variable  or
fixed rate demand
      notes or bonds for the benefit of  Borrower  or any of
its  Subsidiaries
      to finance one or more advanced culinary center.

            Section VII.2. Liens.  Create,  incur,  assume
or suffer to exist
any Lien on any of its property now owned or hereafter
acquired to secure any
Indebtedness other than:

            (a)   Liens   existing  on  the  Closing  Date
and  disclosed  on
      Schedule 7.02;

            (b)   any  Lien on any  property  and  proceeds
thereof  securing
      Indebtedness  permitted by Section  7.01(c) or 7.01(k)
above incurred or
      assumed  for the  purpose  of  financing  all or any
part of the cost of
      acquiring,  developing,  constructing,   installing
or  equipping  such
      property and any refinancing  thereof,  provided that
such Lien does not
      extend to any other property (other than the proceeds
of such property);

            (c)   Liens for  taxes  not yet due,  and Liens
for taxes or Liens
      imposed by ERISA which are being  contested in good
faith by appropriate
      proceedings  and with  respect  to which  adequate
reserves  are  being
      maintained in accordance with GAAP;

            (d)    statutory   Liens  of  landlords  and
Liens  of  carriers,
      warehousemen,  mechanics, materialmen and other Liens
imposed by law and
      created in the  ordinary  course of business  for
amounts not yet due or
      which are being  contested in good faith by
appropriate  proceedings and
      with  respect  to  which  adequate  reserves  are
being  maintained  in
      accordance with GAAP;

            (e)   Liens  incurred or deposits  made in the
ordinary  course of
      business  in  connection   with  workers'
compensation,   unemployment
      insurance  and  other  types  of  social  security,
or  to  secure  the
      performance of tenders, statutory obligations,  surety
and appeal bonds,
      bids,  leases,  government  contracts,  performance
and  return-of-money
      bonds and other similar  obligations  (exclusive of
obligations  for the
      payment of borrowed money);

            (f)   zoning,  easements  and  restrictions  on
the  use  of  real
      property which do not materially impair the use of
such property; and

            (g)   rights in property  reserved  or vested in
any  governmental
      authority which do not materially impair the use of
such property.



            Section VII.3. Mergers, Sales, Acquisitions.

            (a)   Merge or  consolidate  with any other
Person,  except  that
      this Section 7.03 shall not apply to:

                  (i)   any  merger  or  consolidation  of
Borrower  with any
            other  Person   provided   that  the  Borrower
is  the  surviving
            corporation after such merger or consolidation,

                  (ii)  any merger or  consolidation  of any
of the Borrower's
            Subsidiaries   with  any  other  Person
provided  that  any  such
            Subsidiary  shall be the surviving  corporation
after such merger
            or consolidation, or

                  (iii) any merger between Subsidiaries of
Borrower; or

            (b)    sell,   lease,   transfer  or  otherwise
dispose  of  its
      accounts,  property  or other  assets  (including
capital  stock of any
      Subsidiary of  Borrower),  except that this Section
7.03 shall not apply
      to:

                  (i)   any sale,  lease,  transfer  or
other  disposition  of
            assets of any  Subsidiary  of the  Borrower to
the Borrower or any
            of its Material Subsidiaries,

                  (ii)  sales of inventory in the ordinary
course of business
            of the Borrower and its Subsidiaries,

                  (iii) disposition  of equipment or
inventory  determined  in
            good faith to be  obsolete  or  unusable  by the
Borrower  or its
            Subsidiaries, or

                  (iv)  any other  sale of the  Borrower's
assets  during the
            term of this  Agreement;  provided  that,  such
assets (x) have an
            aggregate book value,  which when  aggregated
with all other such
            sales since the Closing  Date,  do not exceed
seven and  one-half
            percent  (7.5%)  of  the  aggregate  book  value
of  all  of  the
            Borrower's  assets  on the  date of such
transfer,  and (y)  when
            aggregated  with all other  assets of  Borrower
sold  during such
            Fiscal Year,  did not produce or  otherwise
account for more than
            ten percent  (10%) of  Consolidated  EBITDA
during the  preceding
            Fiscal  Year (or in the case of the first year
of this  Agreement,
            any of the four preceding fiscal quarters of the
Borrower);

            (c)   purchase,  lease or  otherwise  acquire
for cash,  stock or
      other  consideration,  the stock of any Person or all
or any substantial
      portion of the assets of any Person,  unless such
stock, assets or other
      considerations  have fair market value in any one
transaction  less than
      $10,000,000,  or less than $20,000,000 in the
aggregate per Fiscal Year,
      and the Borrower provides to the Lenders the following
information:


                  (i)   a  description  in  reasonable
detail  of the  assets
            proposed to be purchased in the transaction; and

                  (ii)  a certificate  by the Chief
Financial  Officer of the
            Borrower   stating   that  (1)  after   giving
effect  any  such
            transaction  in this Section  7.03(c) the
covenants  described in
            Section  6.08  have been met and (2) that no
Default  or Event of
            Default will exist as a result of the
transaction;

provided,  however, that no transaction pursuant to clause
(a), clause (b)(i),
clause  (b)(iv) or clause (c) above shall be permitted if
any Default or Event
of Default  exists at the time of such  transaction or would
exist as a result
of such transaction.

            Section VII.4. Investments,  Loans,  Etc. Make,
permit or hold any
Investments  in any Person,  or  otherwise  acquire or hold
any  Subsidiaries,
other than:

            (a)   Investments in  (i) Subsidiaries  of
Borrower existing as of
      the Closing Date,  (ii) Material  Subsidiaries with
respect to which the
      Borrower has complied with Section 6.10,  and (iii)
Subsidiaries created
      or acquired  thereafter in connection with any
acquisition  permitted by
      Section 7.03(c)  to the extent  permitted by
Section 7.03 in any Fiscal
      Year.

            (b)   Investments  in the  stock  or  other
assets  of any  other
      Person that is engaged in a business  permitted  by
Section  7.08 hereof
      that, as a result of such Investment,  becomes a
wholly-owned Subsidiary
      of Borrower (other than Hostile Acquisitions);
provided,  however, that
      the aggregate  amount of  Investments  made pursuant
to this  subsection
      (b) shall not exceed,  (x) in the case of the
acquisition  of the stock
      or assets of any  Person or  related  Persons,  an
aggregate  amount of
      $1,500,000,  and (y) an aggregate amount of $5,000,000
during any Fiscal
      Year of the Borrower;

            (c)   marketable  direct  obligations  of the
United States or any
      agency  thereof,  or obligations  guaranteed by the
United States or any
      agency  thereof,  in each case supported by the full
faith and credit of
      the  United  States  and  maturing  within  one  year
from  the date of
      creation thereof;

            (d)   Investments  received in settlement of
Indebtedness  created
      in the ordinary course of business;


            (e)   marketable  direct  obligations  issued
by any state of the
      United States of America or any political  subdivision
of any such state
      or any  public  instrumentality  thereof,  the
interest  from  which is
      exempt from  Federal  income  taxes,  maturing  within
one year from the
      date  of  acquisition  thereof  and  either  having
as at any  date  of
      determination the one of the two highest ratings
obtainable from either
      Standard & Poor's or Moody's;

            (f)   unsecured  commercial  paper,  the
interest  from  which is
      exempt from Federal  income  taxes,  maturing no more
than 270 days from
      the date of creation and having as at any date of
determination  either
      the highest rating obtainable from either Standard &
Poor's or Moody's;

            (g)   commercial paper issued by  corporations,
each of which has
      a consolidated net worth of not less than
$500,000,000,  and conducts a
      substantial  portion of its  business  in the United
States of America,
      maturing no more than 365 days from the date of
acquisition  thereof and
      having as at any date of  determination  the highest
rating  obtainable
      from either Standard & Poor's or Moody's; and

            (h)   money market or similar  depository
accounts,  certificates
      of deposit or bankers  acceptances,  in each case
redeemable upon demand
      or  maturing  within  one year  from the  date of
acquisition  thereof,
      issued by  commercial  banks  incorporated  under the
laws of the United
      States of America  or any state  thereof or the
District  of  Columbia,
      provided  (x) each such bank has at any date of
determination  combined
      capital and surplus of not less than  $1,000,000,000
and a rating of its
      long-term  debt of at  least A by  Standard  &  Poor's
or at least A by
      Moody's or a long-term  deposit  rating of at least A
issued by Standard
      & Poor's or at least A issued by Moody's,  (y) the
aggregate  amount of
      all such  certificates  of deposit issued by such bank
are fully insured
      at all times by the Federal Deposit Insurance Company;

provided  however,   notwithstanding  the  foregoing,  the
Borrower  and  any
Subsidiary  may continue to own any  Investment  which (A)
complied  with the
provisions  of clauses  (f), (g) or (h) at the time such
Investment  was made
and (B) at any date of  determination  does not so comply
solely  because (x)
such  Investment  no longer has the rating  required from
Standard & Poor's or
Moody's  or (y) the bank  having  the money  market or
depository  account or
issuing the  certificate of deposit or bankers  acceptance
ceases to have the
required  level of capital  and  surplus or to have a rating
of its  long-term
debt of at least A by  Standard & Poor's or at least A by
Moody's or to have a
long-term  deposit  rating of at least A by Standard &
Poor's or at least A by
Moody's,  if, and for so long as, in the good faith
judgment of the  relevant
Executive  Officer,  no loss of the principal  amount of
such Investment would
occur as the result of the Borrower or such Subsidiary
continuing to own such
Investment to maturity.  Nothing  contained in the foregoing
proviso shall be
deemed to be  applicable  to any new or  renewed  Investment
at the time such
Investment is made or renewed.


            Section VII.5. Letters of Credit.  Create,
incur, issue,  assume,
guarantee,  suffer to exist or otherwise  become liable on
or with respect to,
directly or indirectly,  letters of credit other than
Letters of Credit issued
pursuant to this  Agreement and letters of credit issued to
provide  credit or
liquidity  support,  or both in  connection  with
Indebtedness  permitted  by
Section 7.01(k),  where the  maximum  amount  available  to
be drawn under all
such letters of credit would exceed, at any one time
outstanding,  $20,000,000
in the aggregate.

            Section VII.6. Sale and Leaseback  Transactions.
Sell or transfer
any property,  real or personal,  whether now owned or
hereafter acquired, and
thereafter   rent  or  lease  such  property  or  other
property  which  any
Consolidated  Company  intends to use for  substantially
the same  purpose or
purposes as the property being sold or transferred.

            Section VII.7. Transactions with Affiliates.

            (a)   Enter   into  any   transaction   or
series   of   related
      transactions  which in the aggregate  would be
material,  whether or not
      in  the  ordinary  course  of  business,   with  any
Affiliate  of  any
      Consolidated  Company  (but  excluding  any  Affiliate
which  is also a
      wholly-owned  Subsidiary  of Borrower and any
compensation  arrangement
      with an officer or  director of the  Borrower or any
other  Consolidated
      Company entered into in the ordinary course of
business),  other than on
      terms and  conditions  substantially  as favorable to
such  Consolidated
      Company as would be  obtained by such  Consolidated
Company at the time
      in a  comparable  arm's-length  transaction  with a
Person other than an
      Affiliate.

            (b)   Convey or transfer to any other Person
(including any other
      Consolidated Company) any real property,  buildings,
or fixtures used in
      the manufacturing or production  operations of any
Consolidated Company,
      or  convey  or  transfer  to any other  Consolidated
Company  any other
      assets  (excluding  conveyances  or transfers in the
ordinary  course of
      business) if at the time of such  conveyance  or
transfer any Default or
      Event of Default  exists or would  exist as a result
of such  conveyance
      or transfer.

            Section VII.8.  Changes in  Business.  Enter
into or engage in any
business which is substantially  different from the business
engaged in by the
Borrower and its Subsidiaries on the Closing Date.

            Section VII.9. ERISA.  Take  or  fail  to  take
any  action  with
respect to any Plan of any Consolidated  Company or, with
respect to its ERISA
Affiliates,  any  Plans  which  are  subject  to  Title  IV
of  ERISA  or  to
continuation  health care  requirements  for group  health
plans under the Tax
Code,  including  without  limitation  (i)  establishing
any such Plan,  (ii)
amending any such Plan (except where required to comply with
applicable  law),
(iii)  terminating  or  withdrawing  from any such Plan, or
(iv)  incurring an
amount of unfunded benefit  liabilities,  as defined in
Section 4001(a)(18) of
ERISA,  or any  withdrawal  liability  under Title IV of
ERISA with respect to
any such Plan,  which  together with any other action or
omission  referred to
in this  Section  7.09  (taken as a whole)  would  have a
Materially  Adverse
Effect, without first obtaining the written approval of the
Required Lenders.


            Section VII.10.   Limitation  on Payment
Restrictions  Affecting
Consolidated  Companies.  Create  or  otherwise  cause or
suffer  to exist or
become effective,  any consensual encumbrance or restriction
on the ability of
any Consolidated  Company to (i) pay dividends or make any
other distributions
on any stock of a Subsidiary  of the  Borrower,  or (ii) pay
any  intercompany
debt owed to Borrower or any other  Consolidated  Company,
or (iii)  transfer
any of its property or assets to Borrower or any other
Consolidated  Company,
except any consensual  encumbrance  or restriction  existing
as of the Closing
Date.

            Section VII.11.   Actions  Under  Certain
Documents.  Without the
prior written  consent of the Required  Lenders (i) modify,
amend,  cancel or
rescind any agreements or documents evidencing or governing
Subordinated Debt
or  intercompany  debt,  (ii) make any payment  with
respect to  Subordinated
Debt,  except that current  interest accrued on such
Subordinated  Debt as of
the date of this  Agreement  and all interest  subsequently
accruing  thereon
(whether  or not paid  currently)  may be paid  unless a
Default  or Event of
Default has occurred and is continuing,  (iii) voluntarily
prepay any portion
of  intercompany  debt, or (iv) amend or modify any of the
Sharing  Agreements
to materially  increase the  obligations or  liabilities  of
the  Consolidated
Companies thereunder.

            Section VII.12.   Additional    Negative
Pledges.    Create   or
otherwise  cause  or  suffer  to  exist  or  become
effective,   directly  or
indirectly,  any  prohibition  or  restriction on the
creation or existence of
any Lien upon any asset of any  Consolidated  Company,
other than pursuant to
(i)  Section  7.02,  (ii) the  terms  of any  agreement,
instrument  or other
document  pursuant to which any Indebtedness  permitted by
Sections 7.01(k) or
7.02(b) is incurred by any Consolidated  Company,  so long
as such prohibition
or  restriction   (in  the  case  of   Indebtedness
permitted   pursuant  to
Section 7.02(b))  applies only to the property or asset
being financed by such
Indebtedness,  and (iii) any  requirement  of applicable law
or any regulatory
authority having jurisdiction over any of the Consolidated
Companies.

            Section VII.13.   Changes in Fiscal Year.
Change the  calculation
of the Fiscal Year of the Borrower.

            Section VII.14.   Issuance  of Stock by
Subsidiaries.  Permit any
Subsidiary  (either  directly  or  indirectly  by the
issuance  of  rights or
options for, or  securities  convertible  into such shares)
to issue,  sell or
dispose  of any  shares  of its  stock of any  class  (other
than  directors'
qualifying shares, if any) except to the Borrower or another
Subsidiary.

            Section VII.15.   Dividends.  In  any  Fiscal
Year  the  Borrower
shall not pay or declare  dividends in an aggregate amount
in excess of twenty
percent (20%) of its Consolidated Net Income.


                                 ARTICLE VIII.

                               EVENTS OF DEFAULT

            Upon the  occurrence  and  during  the
continuance  of any of the
following specified events (each an "Event of Default"):

            Section VIII.1.    Payments.   Borrower   shall
fail   to   make
promptly when due (including,  without  limitation,  by
mandatory  prepayment)
any  principal  payment with respect to the Loans,  or
Borrower  shall fail to
make any payment of interest,  fee or other amount  payable
hereunder  within
five (5) days of its due date;

            Section VIII.2.   Covenants  Without  Notice.
Borrower shall fail
to observe or perform any  covenant or agreement  contained
in Sections  6.01,
6.05, 6.07, 6.08, 6.09 or Article VII;

            Section VIII.3.   Other   Covenants.   Borrower
shall   fail  to
observe or perform any  covenant or  agreement  contained
in this  Agreement,
other than those  referred  to in Sections  8.01 and 8.02,
and, if capable of
being  remedied,  such failure shall remain  unremedied  for
30 days after the
earlier of (i) Borrower's  obtaining knowledge thereof, or
(ii) written notice
thereof shall have been given to Borrower by Agent, the Co-
Agent,  the Issuing
Bank or any Lender;

            Section VIII.4.    Representations.    Any
representation    or
warranty  made or deemed to be made by Borrower or any other
Credit  Party or
by any of its  officers  under this  Agreement  or any other
Credit  Document
(including  the  Schedules  attached  thereto),  or any
certificate  or other
document  submitted  to the  Agent,  the  Co-Agent,  the
Issuing  Bank or the
Lenders by any such  Person  pursuant  to the terms of this
Agreement  or any
other Credit  Document,  shall be incorrect in any material
respect when made
or deemed to be made or submitted;

            Section VIII.5.   Non-Payments   of   Other
Indebtedness.    Any
Consolidated  Company shall fail to make when due (whether
at stated maturity,
by  acceleration,  on demand or  otherwise,  and  after
giving  effect to any
applicable  grace  period)  any  payment of  principal  of
or  interest on any
Indebtedness (other than the Obligations)  exceeding
$2,500,000  individually
or in the aggregate;


            Section VIII.6.   Defaults  Under  Other
Agreements;  Change  In
Control  Provisions.  (a) Any  Consolidated  Company  shall
fail to observe or
perform any covenants or agreements  (whether or not waived)
contained in any
agreements  or  instruments  relating  to any of  its
Indebtedness  exceeding
$500,000  individually or in the aggregate,  or any other
event shall occur if
the effect of such failure or other event is to accelerate,
or with notice or
passage  of time or both,  to permit the  holder of such
Indebtedness  or any
other Person to  accelerate,  the maturity of such
Indebtedness;  or any such
Indebtedness  shall be  required  to be  prepaid  (other
than by a  regularly
scheduled  required  prepayment)  in  whole  or in part
prior  to its  stated
maturity;  or (b) any event or condition shall occur or
exist which,  pursuant
to the terms of any  Change in Control  Provision,  requires
or  permits  the
holder(s) of the Indebtedness  subject to such Change in
Control  Provision to
require that such Indebtedness be redeemed, repurchased,
defeased, prepaid or
repaid,  in whole or in  part,  or the  maturity  of such
Indebtedness  to be
accelerated;

            Section VIII.7.   Bankruptcy.   The   Borrower
or  any   Material
Subsidiary  shall  commence  a  voluntary  case  concerning
itself  under the
Bankruptcy Code or applicable  foreign bankruptcy laws; or
an involuntary case
for bankruptcy is commenced  against  Borrower or any
Material  Subsidiary and
the petition is not  controverted  within 10 days, or is not
dismissed  within
60 days,  after  commencement  of the case;  or a custodian
(as defined in the
Bankruptcy Code) or similar official under applicable
foreign bankruptcy laws
is  appointed  for,  or takes  charge of, all or any
substantial  part of the
property of the  Borrower or any Material  Subsidiary;  or
the Borrower or any
Material  Subsidiary  commences  proceedings  of its own
bankruptcy  or to be
granted  a  suspension  of  payments  or  any  other
proceeding   under  any
reorganization,   arrangement,   adjustment   of  debt,
relief  of  debtors,
dissolution,  insolvency or  liquidation  or similar law of
any  jurisdiction,
whether now or hereafter  in effect,  relating to the
Borrower or any Material
Subsidiary  or  there  is  commenced  against  the  Borrower
or any  Material
Subsidiary any such  proceeding  which remains  undismissed
for a period of 60
days; or the Borrower or any Material  Subsidiary is
adjudicated  insolvent or
bankrupt;  or any order of relief or other  order  approving
any such case or
proceeding is entered;  or the Borrower or any Material
Subsidiary suffers any
appointment  of any  custodian or the like for it or any
substantial  part of
its property to continue  undischarged or unstayed for a
period of 60 days; or
the Borrower or any Material  Subsidiary  makes a general
assignment  for the
benefit of creditors;  or the Borrower or any Material
Subsidiary  shall fail
to pay,  or shall  state that it is unable to pay,  or shall
be unable to pay,
its debts  generally  as they  become due;  or the  Borrower
or any  Material
Subsidiary  shall call a meeting of its  creditors  with a
view to arranging a
composition  or  adjustment  of its debts;  or the  Borrower
or any  Material
Subsidiary  shall  by any act or  failure  to act  indicate
its  consent  to,
approval of or acquiescence in any of the foregoing;  or any
corporate  action
is taken  by the  Borrower  or any  Material  Subsidiary
for the  purpose  of
effecting any of the foregoing;

            Section VIII.8.   ERISA. A Plan of either a
Consolidated  Company
or of any of its ERISA Affiliates which is subject to Title
IV of ERISA:

         (i)      shall  fail to be  funded  in  accordance
with the  minimum
                  funding  standard  required by applicable
law, the terms of
                  such Plan,  Section  412 of the Tax Code
or  Section  302 of
                  ERISA  for any plan  year or a waiver  of
such  standard  is
                  sought  or   granted   with   respect  to
such  Plan  under
                  applicable  law,  the terms of such Plan
or  Section  412 of
                  the Tax Code or Section 303 of ERISA; or


        (ii)      is  being,  or  has  been,  terminated  or
the  subject  of
                  termination  proceedings  under
applicable law or the terms
                  of such Plan; or

       (iii)      shall  require a  Consolidated  Company to
provide  security
                  under  applicable  law, the terms of such
Plan,  Section 401
                  or 412 of the Tax Code or Section 306 or
307 of ERISA; or

        (iv)      results  in a  liability  to a
Consolidated  Company  under
                  applicable  law,  the  terms  of such
Plan,  or Title IV of
                  ERISA;

and there shall result from any such  failure,  waiver,
termination  or other
event  described  in clauses (i) through (iv) above a
liability to the PBGC or
a Plan that would have a Materially Adverse Effect;

            Section VIII.9.   Judgments.  Judgments  or
orders for the payment
of  money  in  excess  of  $2,500,000  individually  or in
the  aggregate  or
otherwise  having  a  Materially  Adverse  Effect  shall be
rendered  against
Borrower or any other  Consolidated  Company and such
judgment or order shall
continue  unsatisfied  (in the case of a money  judgment)
and in effect for a
period of 30 days during which  execution  shall not be
effectively  stayed or
deferred (whether by action of a court, by agreement or
otherwise);

            Section VIII.10.  Ownership of Credit  Parties.
If Borrower shall
at any  time  fail to own and  control  the  shares  of
Voting  Stock  of any
Guarantor  which it owned or  controlled at the time such
Guarantor  became a
Credit  Party  hereunder  other than due to sale of the
Voting  Stock of such
Guarantor permitted pursuant to Section 7.03 hereof;

            Section VIII.11.  Change  in  Control  of
Borrower.  (x) With the
exception of Morrison  prior to the Closing Date,  any
person or group (within
the meaning of Rule 13d-5 of the  Securities  and  Exchange
Commission  as in
effect on the date hereof) shall become the owner,
beneficially or of record,
of shares  representing  more than twenty-five  percent
(25%) of the aggregate
ordinary voting power represented by the issued and
outstanding  capital stock
of the  Borrower,  or (y) a change in the board of
directors  of the Borrower
shall occur such that the  individuals  who constituted the
board of directors
of the Borrower at the beginning of the two-year period
immediately  preceding
such change  (together  with any other director whose
election by the board of
directors   of  the  Borrower  or  whose   nomination   for
election  by  the
shareholders  of the Borrower was approved by a vote of at
least a majority of
the  directors  then in office who either were  directors at
the  beginning of
such period or whose  election or  nomination  for election
was  previously so
approved)  cease for any reason to constitute a majority of
the directors then
in office; or


            Section VIII.12.  Default Under Other Credit
Documents;  Sharing
Agreements.  (x)  There  shall  exist or  occur  any  "Event
of  Default"  as
provided under the terms of any other Credit Document,  or
any Credit Document
ceases  to be in full  force  and  effect or the  validity
or  enforceability
thereof is  disaffirmed by or on behalf of Borrower or any
other Credit Party,
or at any time it is or becomes  unlawful  for  Borrower  or
any other  Credit
Party to  perform or comply  with its  material  obligations
under any Credit
Document,  or the material  obligations  of Borrower or any
other Credit Party
under any Credit  Document are not or cease to be legal,
valid and binding on
Borrower or any such Credit Party; or (y) any party to the
Sharing  Agreements
shall default with respect to its covenants or  obligations
thereunder  where
such  default  results in a  Materially  Adverse  Effect
with  respect to the
Credit Parties;

then,  and in any such  event,  and at any  time  thereafter
if any  Event of
Default  shall  then be  continuing,  the Agent may,  and
upon the  written or
telex  request  of  the  Required  Lenders,  shall,  take
any  or  all of the
following  actions,  without  prejudice  to  the  rights  of
the  Agent,  the
Co-Agent,  the Issuing  Bank,  any Lender or the holder of
any Note to enforce
its claims  against  Borrower  or any other  Credit  Party:
(i)  declare  all
Commitments  terminated,  whereupon  the  Commitments  of
each  Lender  shall
terminate  immediately and any commitment fee shall
forthwith  become due and
payable  without any other notice of any kind;  (ii) declare
the  principal of
and any  accrued  interest  on the  Loans,  and all  other
Obligations  owing
hereunder to be,  whereupon the same shall  become,
forthwith due and payable
without  presentment,  demand,  protest  or other  notice of
any kind,  all of
which  are  hereby  waived by the  Borrower;  provided,
that,  if an Event of
Default  specified in Section  8.07 shall occur,  the result
which would occur
upon the  giving  of  notice by the Agent to any  Credit
Party,  shall  occur
automatically  without the giving of any such  notice,  and
(iii) may exercise
any other rights or remedies  available under the Credit
Documents,  at law or
in equity.

                                  ARTICLE IX.

                                   THE AGENT

            Section IX.1.  Appointment  of Agent.  The
Issuing  Bank and each
Lender  hereby  designates   SunTrust  as  Agent  to
administer  all  matters
concerning  the Loans and  Letters of Credit  and to act as
herein  specified.
The  Issuing  Bank and each Lender  hereby  irrevocably
authorizes,  and each
holder of any Note by the acceptance of a Note shall be
deemed  irrevocably to
authorize,  the Agent to take such actions on its behalf
under the  provisions
of this Agreement,  the other Credit Documents,  and all
other instruments and
agreements  referred to herein or therein,  and to exercise
such powers and to
perform such duties hereunder and thereunder as are
specifically  delegated to
or  required  of the Agent by the terms  hereof  and
thereof  and such  other
powers as are  reasonably  incidental  thereto.  The Agent
may  perform any of
its duties hereunder by or through their agents or
employees.


            Section IX.2.  Authorization   of  Agent  with
Respect  to  the
Security  Documents.  (a) The Issuing Bank and each Lender
hereby  authorizes
the Agent to enter into each of the Security  Documents
substantially  in the
form  attached  hereto,  and to take  all  action
contemplated  thereby.  All
rights and  remedies  under the  Security  Documents  may be
exercised by the
Agent for the benefit of the Agent,  the Issuing  Bank and
the Lenders and the
other beneficiaries  thereof upon the terms thereof.  The
Issuing Bank and the
Lenders  further  agree that the Agent may  assign its
rights and  obligations
under any of the Security  Documents  to any  affiliate of
the Agent or to any
trustee,  if necessary or appropriate  under applicable law,
which assignee in
each  such  case  shall  (subject  to  compliance  with  any
requirements  of
applicable  law  governing  the  assignment  of such
Security  Documents)  be
entitled  to all the  rights  of the  Agent  under  and
with  respect  to the
applicable Security Document.

            (b)   In each  circumstance  where,  under  any
provision  of any
Security  Document,  the Agent shall have the right to grant
or  withhold  any
consent,  exercise any remedy,  make any determination or
direct any action by
the Agent  under such  Security  Document,  the Agent  shall
act in respect of
such consent,  exercise of remedies,  determination or
action, as the case may
be,  with  the  consent  of and  at the  direction  of the
Required  Lenders;
provided,  however,  that no such  consent of the  Required
Lenders  shall be
required with respect to any consent,  determination  or
other matter that is,
in the Agent's  judgment,  ministerial or  administrative
in nature.  In each
circumstance  where any consent of or direction  from the
Required  Lenders is
required,  the Agent shall send to the  Issuing  Bank and
the Lenders a notice
setting  forth a description  in  reasonable  detail of the
matter as to which
consent or direction is requested  and the Agent's  proposed
course of action
with  respect  thereto.  In the  event the Agent  shall  not
have  received  a
response  from any Lender or the Issuing  Bank within five
(5)  Business  Days
after such Lender's or the Issuing Bank's receipt of such
notice,  such Lender
or the  Issuing  Bank  shall be deemed to have  agreed to
the course of action
proposed by the Agent.

            Section IX.3.  Nature of Duties of  Agent.  The
Agent  shall  have
no  duties  or  responsibilities  except  those  expressly
set  forth in this
Agreement  and the other  Credit  Documents.  None of the
Agent nor any of its
respective  officers,  directors,  employees or agents shall
be liable for any
action  taken or omitted by it as such  hereunder or in
connection  herewith,
unless  caused by its or their gross  negligence  or willful
misconduct.  The
duties of the Agent shall be ministerial  and
administrative  in nature;  the
Agent shall not have by reason of this Agreement a fiduciary
relationship  in
respect of any Lender or the  Issuing  Bank;  and  nothing
in this  Agreement,
express or implied,  is intended to or shall be so construed
as to impose upon
the Agent any  obligations  in respect of this  Agreement
or the other Credit
Documents except as expressly set forth herein.

            Section IX.4.  Lack of Reliance on the Agent.


            (a)   Independently  and  without  reliance
upon the Agent,  each
      Lender and the Issuing Bank, to the extent each deems
appropriate,  has
      made and shall  continue to make (i) its own
independent  investigation
      of the  financial  condition  and  affairs  of  the
Credit  Parties  in
      connection  with the taking or not  taking of any
action in  connection
      herewith,  and (ii) its own  appraisal  of the
creditworthiness  of the
      Credit  Parties,  and,  except as expressly  provided
in this Agreement,
      the Agent shall have no duty or  responsibility,
either initially or on
      a continuing  basis,  to provide any Lender or the
Issuing Bank with any
      credit or other  information with respect  thereto,
whether coming into
      its  possession  before the making of the Loans or the
issuance  of the
      Letters of Credit or at any time or times thereafter.

            (b)   The Agent  shall  not be  responsible  to
any  Lender or the
      Issuing Bank for any recitals, statements,
information,  representations
      or warranties  herein or in any document,  certificate
or other writing
      delivered in connection  herewith or for the
execution,  effectiveness,
      genuineness,  validity,  enforceability,
collectibility,  priority  or
      sufficiency of this Agreement,  the Notes, the
Guaranty Agreement or any
      other  documents  contemplated  hereby  or  thereby,
or  the  financial
      condition  of the Credit  Parties,  or be  required
to make any inquiry
      concerning  either the  performance  or  observance of
any of the terms,
      provisions  or  conditions of this  Agreement,  the
Notes,  the Guaranty
      Agreement or the other documents  contemplated hereby
or thereby, or the
      financial  condition of the Credit Parties, or the
existence or possible
      existence of any Default or Event of Default.

            Section IX.5.  Certain  Rights of the  Agent.
If the Agent  shall
request  instructions  from the Required Lenders with
respect to any action or
actions (including the failure to act) in connection with
this Agreement,  the
Agent shall be entitled  to refrain  from such act or taking
such act,  unless
and  until  the Agent  shall  have  received  instructions
from the  Required
Lenders;  and the Agent shall not incur  liability  in any
Person by reason of
so refraining.  Without limiting the foregoing,  no Lender
or the Issuing Bank
shall  have any right of action  whatsoever  against  the
Agent as a result of
the Agent acting or refraining  from acting  hereunder in
accordance  with the
instructions of the Required Lenders.

            Section IX.6.  Reliance  by Agent.  The Agent
shall be entitled to
rely,  and  shall be fully  protected  in  relying,  upon
any  note,  writing,
resolution,  notice,  statement,  certificate,  telex,
teletype or telecopier
message, cable gram, radiogram,  order or other documentary,
teletransmission
or  telephone  message  believed  by it to be genuine  and
correct and to have
been  signed,  sent or made by the proper  Person.  The
Agent may consult with
legal counsel  (including  counsel for any Credit Party),
independent  public
accountants  and other experts  selected by it and shall not
be liable for any
action  taken or omitted to be taken by it in good  faith in
accordance  with
the advice of such counsel, accountants or experts.


            Section IX.7.  Indemnification  of Agent.  To
the extent the Agent
is not reimbursed  and  indemnified  by the Credit  Parties,
each Lender will
reimburse  and  indemnify  the  Agent,  ratably  according
to the  respective
amounts of the Loans  outstanding  under all Commitments (or
if no amounts are
outstanding,  ratably in accordance with the Commitments),
in either case, for
and against any and all liabilities,  obligations, losses,
damages, penalties,
actions,  judgments,  suits,  costs,  expenses  (including
counsel  fees  and
disbursements)  or disbursements of any kind or nature
whatsoever which may be
imposed  on,  incurred  by or asserted  against  the Agent
in  performing  its
duties  hereunder,  in any way relating to or arising out of
this Agreement or
the other Credit Documents;  provided that no Lender or the
Issuing Bank shall
be  liable  to the Agent for any  portion  of such
liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,
costs, expenses or
disbursements   resulting  from  the  Agent's  gross
negligence  or  willful
misconduct.

            Section IX.8.  The  Agent  in  its   Individual
Capacity.   With
respect to its obligation to lend under this  Agreement,
the Loans made by it
and the Notes  issued to it, the Agent  shall have the same
rights and powers
hereunder  as any other  Lender or holder of a Note and may
exercise the same
as though it were not performing the duties  specified
herein;  and the terms
"Lenders",  "Required  Lenders",  "holders  of Notes",  or
any  similar  terms
shall,  unless the context clearly otherwise  indicates,
include the Agent in
its individual  capacity.  The Agent may accept  deposits
from, lend money to,
and  generally  engage in any kind of banking,  trust,
financial  advisory or
other  business  with  the  Consolidated  Companies  or any
affiliate  of the
Consolidated  Companies  as if it were not  performing  the
duties  specified
herein,  and may accept  fees and other  consideration  from
the  Consolidated
Companies  for  services  in  connection  with this
Agreement  and  otherwise
without having to account for the same to the Lenders or the
Issuing Bank.

            Section IX.9.  Holders  of  Notes.  The  Agent
may deem and treat
the payee of any Note as the owner thereof for all purposes
hereof unless and
until a written notice of the  assignment or transfer
thereof shall have been
filed with the Agent.  Any  request,  authority  or consent
of any Person who,
at the time of making such  request or giving such
authority  or consent,  is
the  holder of any Note shall be  conclusive  and  binding
on any  subsequent
holder,  transferee or assignee of such Note or of any Note
or Notes issued in
exchange therefor.

            Section IX.10. Successor Agent.


            (a)   The Agent may  resign at any time by
giving  written  notice
      thereof  to the  Lenders,  the  Issuing  Bank  and
Borrower  and may be
      removed  at any time  with or  without  cause by the
Required  Lenders;
      provided,  however,  the Agent  may not  resign  or be
removed  until a
      successor  Agent  has  been  appointed  and  shall
have  accepted  such
      appointment.   Upon  any  such  resignation  or
removal,  the  Required
      Lenders  shall have the right to appoint a  successor
Agent  subject to
      Borrower's  prior  written  approval.  If no successor
Agent shall have
      been so appointed by the Required Lenders,  and shall
have accepted such
      appointment,  within 30 days after the retiring
Agent's giving of notice
      of resignation or the Required  Lenders'  removal of
the retiring Agent,
      then the  retiring  Agent  may,  on  behalf  of the
Lenders,  appoint a
      successor  Agent subject to Borrower's  prior  written
approval,  which
      shall be a bank which  maintains  an office in the
United  States,  or a
      commercial  bank  organized  under  the  laws of the
United  States  of
      America or any State  thereof,  or any Affiliate of
such bank,  having a
      combined capital and surplus of at least
$1,000,000,000.

            (b)   Upon  the  acceptance  of  any
appointment  as  the  Agent
      hereunder by a successor  Agent,  such successor
Agent shall  thereupon
      succeed to and become  vested  with all the rights,
powers,  privileges
      and  duties of the  retiring  Agent,  and the
retiring  Agent  shall be
      discharged from its duties and obligations  under this
Agreement.  After
      any retiring  Agent's  resignation  or removal
hereunder as Agent,  the
      provisions  of this  Article  IX shall  inure to its
benefit  as to any
      actions  taken or omitted to be taken by it while it
was an Agent  under
      this Agreement.

                                  ARTICLE X.

                                 MISCELLANEOUS

            Section X.1.   Notices.   All   notices,
requests   and   other
communications  to any party  hereunder  shall be in writing
(including  bank
wire,  telex,  telecopy or similar  teletransmission  or
writing) and shall be
given to such party at its address or applicable
teletransmission  number set
forth on the  signature  pages  hereof,  or such other
address or  applicable
teletransmission  number as such party may hereafter
specify by notice to the
Agent and Borrower.  Each such notice,  request or other
communication  shall
be  effective  (i) if given by telex,  when such telex is
transmitted  to the
telex  number  specified  in this Section and the
appropriate  answerback  is
received,  (ii) if  given  by  mail,  72 hours  after  such
communication  is
deposited  in the  mails  with  first  class  postage
prepaid,  addressed  as
aforesaid,  (iii) if given by telecopy,  when such telecopy
is  transmitted to
the  telecopy   number   specified   in  this  Section  and
the   appropriate
confirmation  is  received,  or (iv) if given by any other
means  (including,
without  limitation,  by air  courier),  when  delivered  or
received  at the
address  specified in this  Section;  provided that notices
to the Agent shall
not be effective until received.


            Section X.2.   Amendments,  Etc.  No  amendment
or  waiver of any
provision of this Agreement or the other Credit Documents,
nor consent to any
departure  by any  Credit  Party  therefrom,  shall in any
event be  effective
unless the same shall be in writing and signed by the
Required  Lenders  (and
in the case of any  amendment,  the applicable  Credit
Party),  and then such
waiver or consent  shall be effective  only in the  specific
instance and for
the specific  purpose for which given;  provided that no
amendment,  waiver or
consent  shall,  unless  in  writing  and  signed by all the
Lenders  and the
Issuing  Bank to do any of the  following:  (i)  waive  any
of the  conditions
specified  in  Section  4.01  or  4.02,   (ii)  increase
the  Commitments  or
contractual  obligations  of the Lenders or the Issuing Bank
to Borrower under
this  Agreement,  (iii) reduce the  principal of, or
interest on, the Notes or
any fees  hereunder,  (iv)  postpone any date fixed for the
payment in respect
of principal of, or interest on, the Notes or any fees
hereunder,  (v) change
the percentage of the Commitments or of the aggregate
unpaid principal amount
of the Notes,  or the number or  identity  of Lenders  which
shall be required
for the  Lenders  or any of them to take any action
hereunder,  (vi) agree to
release any  Guarantor  from its  obligations  under any
Guaranty  Agreement,
(vii)  modify the  definition  of "Required  Lenders,"  or
(viii)  modify this
Section  10.02.   Notwithstanding  the  foregoing,  no
amendment,  waiver  or
consent shall, unless in writing and signed by the Agent and
the Co-Agent,  in
addition  to the Lenders and the Issuing  Bank  required
hereinabove  to take
such action,  affect the rights or duties of the Agent under
this Agreement or
under any other Credit Document.

            Section X.3.   No  Waiver;  Remedies
Cumulative.  No  failure  or
delay on the part of the Agent, the Co-Agent,  any Lender,
the Issuing Bank or
any holder of a Note in exercising any right or remedy
hereunder or under any
other Credit  Document,  and no course of dealing between
any Credit Party and
the  Agent,  any  Lender,  the  Issuing  Bank or the  holder
of any Note shall
operate as a waiver thereof,  nor shall any single or
partial  exercise of any
right or remedy  hereunder  or under any other  Credit
Document  preclude any
other or  further  exercise  thereof  or the  exercise  of
any other  right or
remedy  hereunder  or  thereunder.  The rights and remedies
herein  expressly
provided are  cumulative and not exclusive of any rights or
remedies which the
Agent,  the Co-Agent,  any Lender,  the Issuing Bank or the
holder of any Note
would  otherwise  have.  No  notice  to or  demand  on any
Credit  Party  not
required  hereunder  or under  any other  Credit  Document
in any case  shall
entitle any Credit  Party to any other or further  notice or
demand in similar
or other  circumstances or constitute a waiver of the rights
of the Agent, the
Co-Agent,  the  Lenders,  the  Issuing  Bank or the  holder
of any Note to any
other or further action in any circumstances without notice
or demand.

            Section X.4.   Payment of Expenses, Etc.
Borrower shall:

                  (i)   whether or not the  transactions
hereby  contemplated
               are consummated,  pay all reasonable,  out-of-
pocket  costs and
               expenses of the Agent in the  administration
(both  before and
               after the execution  hereof and including
reasonable  expenses
               actually  incurred  relating  to  advice of
counsel  as to the
               rights and duties of the Agent, the Co-Agent,
the Issuing Bank
               and the Lenders  with respect  thereto)  of,
and in  connection
               with the preparation,  execution and delivery
of,  preservation
               of rights under,  enforcement of, and, after
a Default or Event
               of Default,  refinancing,  renegotiation or
restructuring  of,
               this   Agreement  and  the  other  Credit
Documents  and  the
               documents  and  instruments   referred  to
therein,   and  any
               amendment,  waiver  or  consent  relating
thereto  (including,
               without  limitation,  the reasonable fees
actually incurred and
               disbursements  of counsel  for the  Agent),
and in the case of
               enforcement of this  Agreement or any Credit
Document after an
               Event of Default, all such reasonable,  out-
of-pocket costs and
               expenses  (including,  without limitation,
the reasonable fees
               actually  incurred and reasonable
disbursements and changes of
               counsel), for any of the Lenders or the
Issuing Bank;


                  (ii)  subject,   in  the  case  of
certain  Taxes,  to  the
               applicable  provisions of Section 3.07(b),
pay and hold each of
               the Lenders and the Issuing Bank  harmless
from and against any
               and all  present  and  future  stamp,
documentary,  and  other
               similar  Taxes with  respect to this
Agreement,  the Notes and
               any other Credit Documents,  any collateral
described therein,
               or any payments due  thereunder,  and save
the Issuing Bank and
               each Lender  harmless from and against any
and all  liabilities
               with respect to or resulting  from any delay
or omission to pay
               such Taxes; and

                  (iii) indemnify the Agent,  the  Co-Agent,
the Issuing Bank
               and each  Lender,  and their  respective
officers,  directors,
               employees,  representatives  and agents from,
and hold each of
               them harmless against, any and all costs,
losses,  liabilities,
               claims,  damages or expenses  incurred by any
of them  (whether
               or  not  any  of  them  is  designated  a
party  thereto)  (an
               "Indemnitee")   arising   out   of  or   by
reason   of   any
               investigation,  litigation or other
proceeding  related to any
               actual or proposed  use of the  proceeds of
any of the Loans or
               any  Credit  Party's   entering  into  and
performing  of  the
               Agreement,   the  Notes,   or  the  other
Credit   Documents,
               including,  without  limitation,  the
reasonable  fees actually
               incurred and  disbursements  of counsel
incurred in connection
               with any such  investigation,  litigation or
other  proceeding;
               provided,   however,   Borrower   shall  not
be  obligated  to
               indemnify any Indemnitee  for any of the
foregoing  arising out
               of such Indemnitee's gross negligence or
willful misconduct;

                  (iv)  without   limiting  the
indemnities   set  forth  in
               subsection  (iii) above,  indemnify each
Indemnitee for any and
               all  expenses   and  costs   (including
without   limitation,
               remedial,     removal,    response,
abatement,     cleanup,
               investigative,  closure and monitoring
costs),  losses,  claims
               (including  claims for  contribution or
indemnity and including
               the cost of  investigating  or defending  any
claim and whether
               or not such claim is  ultimately  defeated,
and  whether  such
               claim  arose  before,   during  or  after
any  Credit  Party's
               ownership,  operation,  possession  or
control of its business,
               property  or  facilities  or  before,  on  or
after  the  date
               hereof,  and including also any amounts paid
incidental to any
               compromise or settlement by the  Indemnitee
or  Indemnitees  to
               the  holders  of  any  such  claim),
lawsuits,   liabilities,
               obligations,    actions,   judgments,
suits,   disbursements,
               encumbrances,  liens,  damages  (including
without  limitation
               damages   for   contamination   or
destruction   of   natural
               resources),   penalties   and  fines  of  any
kind  or  nature
               whatsoever  (including  without  limitation
in all  cases  the
               reasonable   fees   actually   incurred,
other   charges  and
               disbursements  of counsel in  connection
therewith)  incurred,
               suffered or sustained by that  Indemnitee
based upon,  arising
               under or relating to  Environmental  Laws
based on, arising out
               of or  relating  to in  whole  or in  part,
the  existence  or
               exercise  of any rights or  remedies  by any
Indemnitee  under
               this  Agreement,  any  other  Credit
Document  or any  related
               documents.


      If and to the  extent  that  the  obligations  of
Borrower  under  this
      Section 10.04 are unenforceable  for any reason,
Borrower hereby agrees
      to make the maximum  contribution  to the payment  and
satisfaction  of
      such obligations which is permissible under applicable
law.

            Section X.5.   Right  of  Setoff.   In  addition
to  and  not  in
limitation of all rights of offset that any Lender,  the
Issuing Bank or other
holder of a Note may have under  applicable law, each
Lender,  Issuing Bank or
other holder of a Note shall,  upon the occurrence of any
Event of Default and
whether or not such  Lender,  Issuing  Bank or such holder
has made any demand
or any Credit Party's obligations have matured,  have the
right to appropriate
and apply to the  payment  of any Credit  Party's
obligations  hereunder  and
under the other Credit  Documents,  all deposits of any
Credit Party  (general
or special,  time or demand,  provisional or final) then or
thereafter held by
and other  indebtedness  or property then or thereafter
owing by such Lender,
the Issuing Bank or other holder to any Credit  Party,
whether or not related
to this Agreement or any transaction hereunder.

            Section X.6.   Benefit of Agreement;
Assignments; Participations.

            (a)   This  Agreement  shall  be  binding  upon
and  inure to the
      benefit of and be enforceable  by the respective
successors and assigns
      of the  parties  hereto,  provided  that  Borrower
may  not  assign  or
      transfer  any  of its  interest  hereunder  without
the  prior  written
      consent of the Lenders and the Issuing Bank.

            (b)   Any Lender may make,  carry or transfer
Loans at, to or for
      the account of, any of its branch  offices or the
office of an Affiliate
      of such Lender.


            (c)    Each  Lender  and  may  assign  all  or a
portion  of  its
      interests,  rights and obligations  under this
Agreement  (including all
      or a portion of any of its  Commitments  and the Loans
at the time owing
      to it and the  Notes  held by it) to any  Eligible
Assignee;  provided,
      however,  that (i) the  Borrower  and the Agent each
must give its prior
      written  consent  to  such  assignment   (which
consent  shall  not  be
      unreasonably   withheld  or  delayed)   unless  such
assignment  is  an
      Affiliate of the  assigning  Lender or unless (in the
case of Borrower's
      consent) an Event of Default has occurred and is
continuing  hereunder,
      (ii) the amount of the  Commitments  of the assigning
Lender subject to
      each   assignment   (determined  as  of  the  date
the  assignment  and
      acceptance  with respect to such  assignment  is
delivered to the Agent)
      shall  not be less  than an  amount  equal  to
$10,000,000  or  greater
      integral  multiplies  of  $1,000,000  unless  such
assignment  is to an
      Affiliate  of the  assigning  Lender  or such  Lender
is  assigning  it
      commitment  in its entirety,  (iii) the parties to
each such  assignment
      shall  execute and deliver to the Agent an  Assignment
and  Acceptance,
      together with a Note or Notes  subject to such
assignment  and,  unless
      such  assignment  is to an Affiliate of such  Lender,
a processing  and
      recordation  fee of $3,000.  Borrower shall not be
responsible  for such
      processing and recordation fee or any costs or
expenses  incurred by any
      Lender or the Agent in connection with such
assignment.  From and after
      the effective date specified in each  Assignment and
Acceptance,  which
      effective  date  shall be at least  five (5)  Business
Days  after  the
      execution thereof,  the assignee  thereunder shall be
a party hereto and
      to  the  extent  of  the  interest   assigned  by
such  Assignment  and
      Acceptance,  have the  rights  and  obligations  of a
Lender  under this
      Agreement.  Within five (5)  Business  Days after
receipt of the notice
      and the  Assignment and  Acceptance,  Borrower shall
execute and deliver
      to the Agent, in exchange for the surrendered  Note or
Notes, a new Note
      or Notes to the order of such  assignee in a principal
amount  equal to
      the  applicable  Commitments  assumed by it pursuant
to such  Assignment
      and  Acceptance  and new Note or Notes to the
assigning  Lender  in the
      amount  of its  retained  Commitment  or  Commitments.
Such new Note or
      Notes shall be in an aggregate  principal  amount
equal to the aggregate
      principal amount of such  surrendered Note or Notes,
shall be dated the
      date of the  surrendered  Note or Notes  which they
replace,  and shall
      otherwise be in substantially the form attached
hereto.

            (d)   Each  Lender  may,  without  the  consent
of Borrower or the
      Agent,  sell  participations  to one or more banks or
other  entities in
      all or a portion  of its  rights and  obligations
under this  Agreement
      (including all or a portion of its  Commitments in the
Loans owing to it
      and the Notes held by it),  provided,  however,  that
(i) such  Lender's
      obligations  under this  Agreement  shall  remain
unchanged,  (ii) such
      Lender shall remain solely  responsible  to the other
parties hereto for
      the performance of such  obligations,  (iii) the
participating  bank or
      other  entity shall not be entitled to the benefit
(except  through its
      selling Lender) of the cost protection  provisions
contained in Article
      III of this  Agreement,  and  (iv)  Borrower  and the
Agent  and  other
      Lenders  shall  continue to deal solely and directly
with each Lender in
      connection  with  such  Lender's  rights  and
obligations   under  this
      Agreement and the other Credit  Documents,  and such
Lender shall retain
      the sole right to enforce the  obligations  of
Borrower  relating to the
      Loans  and to  approve  any  amendment,  modification
or  waiver of any
      provisions  of this  Agreement.  Each Lender  shall
promptly  notify in
      writing  the  Agent  and the  Borrower  of any  sale
of a  participation
      hereunder.


            (e)   Any  Lender  or  participant  may,  in
connection  with the
      assignment or  participation  or proposed  assignment
or  participation,
      pursuant to this  Section,  disclose to the assignee
or  participant  or
      proposed  assignee or participant any  information
relating to Borrower
      or the other  Consolidated  Companies  furnished to
such Lender by or on
      behalf of Borrower or any other  Consolidated
Company.  With respect to
      any disclosure of  confidential,  non-public,
proprietary  information,
      such  proposed   assignee  or   participant   shall
agree  to  use  the
      information  only  for  the  purpose  of  making  any
necessary  credit
      judgments  with  respect  to  this  credit  facility
and not to use the
      information  in any  manner  prohibited  by any law,
including  without
      limitation,  the  securities  laws of the United
States.  The  proposed
      participant  or  assignee  shall  agree  not to
disclose  any  of  such
      information except (i) to directors,  employees,
auditors or counsel to
      whom it is  necessary  to show such  information,
each of whom shall be
      informed  of the  confidential  nature of the
information,  (ii) in any
      statement  or  testimony  pursuant  to a subpoena or
order by any court,
      governmental  body or other  agency  asserting
jurisdiction  over  such
      entity, or as otherwise  required by law (provided
prior notice is given
      to Borrower and the Agent unless  otherwise
prohibited by the subpoena,
      order or law),  and (iii) upon the  request or demand
of any  regulatory
      agency or authority with proper  jurisdiction.  The
proposed participant
      or  assignee  shall  further  agree to  return  all
documents  or other
      written  material  and copies  thereof  received  from
any  Lender,  the
      Agent,   the  Co-Agent  or  Borrower   relating  to
such   confidential
      information unless otherwise properly disposed of by
such entity.

            (f)   Any Lender may at any time  assign all or
any portion of its
      rights  in  this  Agreement  and the  Notes  issued
to it to a  Federal
      Reserve Bank;  provided that no such assignment shall
release the Lender
      from any of its obligations hereunder.

            (g)   If (i) any Taxes  referred to in Section
3.07(b)  have been
      levied or imposed so as to require  withholdings  and
reductions by the
      Borrower  and  payment  by the  Borrower  of
additional  amounts to any
      Lender as a result  thereof or any Lender  shall make
demand for payment
      of any material  additional  amounts as compensation
for increased cost
      pursuant to Section 3.10, then and in such event,
upon request from the
      Borrower  delivered  to  such  Lender,  such  Lender
shall  assign,  in
      accordance  with the provisions of Section  10.06(c),
all of its rights
      and obligations  under this Agreement and the other
Credit  Documents to
      an Eligible  Assignee  selected by the Borrower and
consented to by the
      Agent in  consideration  for the payment by such
assignee to the Lender
      of the  principal of and interest on the  outstanding
Loans  accrued to
      the  date  of  such   assignment,   the   assumption
of  such  Lender's
      Commitments hereunder,  together with any and all
other amounts owing to
      such Lender under any  provisions of this  Agreement
or the other Credit
      Documents accrued to the date of such assignment.

            Section X.7.   Governing Law; Submission to
Jurisdiction.

            (a)   THIS  AGREEMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF  THE
PARTIES  HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN
ACCORDANCE  WITH
AND BE  GOVERNED  BY THE LAW  (WITHOUT  GIVING  EFFECT TO
THE  CONFLICT OF LAW
PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.


            (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH
RESPECT  TO  THIS
AGREEMENT,  THE NOTES OR ANY  OTHER  CREDIT  DOCUMENT  MAY
BE  BROUGHT  IN THE
SUPERIOR COURT OF FULTON COUNTY,  GEORGIA,  OR ANY OTHER
COURT OF THE STATE OF
GEORGIA  OR OF THE UNITED  STATES OF  AMERICA  FOR THE
NORTHERN  DISTRICT  OF
GEORGIA,  AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,
BORROWER  HEREBY
ACCEPTS   FOR  ITSELF  AND  IN  RESPECT  OF  ITS   PROPERTY,
GENERALLY   AND
UNCONDITIONALLY,  THE  JURISDICTION  OF  THE  AFORESAID
COURTS.  THE  PARTIES
HERETO  HEREBY   IRREVOCABLY   WAIVE  TRIAL  BY  JURY,  AND
BORROWER   HEREBY
IRREVOCABLY  WAIVES  ANY  OBJECTION,   INCLUDING,   WITHOUT
LIMITATION,   ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR BASED  ON THE
GROUNDS  OF FORUM  NON
CONVENIENS,  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

            (c)   BORROWER  HEREBY  IRREVOCABLY   DESIGNATES
CSC  CORPORATION
SERVICES,  ATLANTA,  GEORGIA,  AS ITS  DESIGNEE,  APPOINTEE
AND LOCAL AGENT TO
RECEIVE, FOR AND ON BEHALF OF BORROWER,  SERVICE OF PROCESS
IN SUCH RESPECTIVE
JURISDICTIONS  IN  ANY  LEGAL  ACTION  OR  PROCEEDING  WITH
RESPECT  TO  THIS
AGREEMENT  OR THE NOTES OR ANY  DOCUMENT  RELATED  THERETO.
IT IS  UNDERSTOOD
THAT A COPY OF SUCH  PROCESS  SERVED  ON SUCH  LOCAL  AGENT
WILL BE  PROMPTLY
FORWARDED  BY SUCH LOCAL  AGENT AND BY THE  SERVER OF SUCH
PROCESS BY MAIL TO
BORROWER  AT ITS ADDRESS  SET FORTH  OPPOSITE  ITS
SIGNATURE  BELOW,  BUT THE
FAILURE  OF  BORROWER  TO  RECEIVE  SUCH COPY  SHALL NOT
AFFECT IN ANY WAY THE
SERVICE  OF  SUCH  PROCESS.  BORROWER  FURTHER  IRREVOCABLY
CONSENTS  TO  THE
SERVICE OF PROCESS OF ANY OF THE  AFOREMENTIONED  COURTS IN
ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES  THEREOF BY REGISTERED
OR CERTIFIED  MAIL,
POSTAGE  PREPAID,  TO BORROWER  AT ITS SAID  ADDRESS,  SUCH
SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.

            (d)   Nothing  herein  shall  affect the right
of the  Agent,  the
Co-Agent,  the  Issuing  Bank any  Lender,  any holder of a
Note or any Credit
Party to serve  process in any other  manner  permitted  by
law or to commence
legal   proceedings  or  otherwise  proceed  against
Borrower  in  any  other
jurisdiction.

            Section X.8.   Independent   Nature  of
Lenders'   Rights.   The
amounts  payable at any time  hereunder to each Lender shall
be a separate and
independent  debt,  and each  Lender  shall be entitled to
protect and enforce
its rights  pursuant  to this  Agreement  and its  Notes,
and it shall not be
necessary  for any other  Lender to be  joined as an
additional  party in any
proceeding for such purpose.

            Section X.9.   Counterparts.  This  Agreement
may be  executed in
any number of  counterparts  and by the different  parties
hereto on separate
counterparts,  each of  which  when so  executed  and
delivered  shall  be an
original,  but all of  which  shall  together  constitute
one  and  the  same
instrument.


            Section X.10.  Effectiveness;   Termination   of
Commitments;
Survival.

            (a)   This Agreement  shall become  effective on
the date on which
      all of the parties  hereto shall have signed a copy
hereof  (whether the
      same or  different  copies)  and shall  have
delivered  the same to the
      Agent or, in the case of the  Lenders or the  Issuing
Bank,  shall have
      given to the Agent written or telex notice (actually
received) that the
      same has been  signed and mailed to them;  provided
that,  the  Lenders
      have  no  obligation  to  make  a  Loan  and  the
Issuing  Bank  has no
      obligation  is issue  Letters  of Credit  hereunder
until  the  Closing
      Date.  In the  event  that the  Closing  Date does not
occur by July 2,
      1998 , the Commitments and this Agreement  shall
terminate,  subject to
      the survival of the Sections referenced below.

            (b)   The  obligations of Borrower under
Sections  3.07(b),  3.10,
      3.12,  3.13,  3.16 and 10.04 hereof shall survive the
payment in full of
      the Notes after the Maturity  Date. All
representations  and warranties
      made herein, in the certificates,  reports, notices,
and other documents
      delivered  pursuant to this  Agreement  shall  survive
the execution and
      delivery of this Agreement,  the other Credit
Documents,  and such other
      agreements and  documents,  the making of the Loans
hereunder,  and the
      execution and delivery of the Notes.

            Section X.11.   Severability.   In  case  any
provision   in  or
obligation  under  this  Agreement  or the  other  Credit
Documents  shall be
invalid,  illegal or unenforceable,  in whole or in part, in
any jurisdiction,
the  validity,  legality and  enforceability  of the
remaining  provisions or
obligations,  or of such  provision or obligation  in any
other  jurisdiction,
shall not in any way be affected or impaired thereby.

            Section X.12.   Independence    of   Covenants.
All   covenants
hereunder shall be given independent  effect so that if a
particular action or
condition is not  permitted by any of such  covenants,  the
fact that it would
be permitted by an exception  to, or be otherwise  within
the  limitation  of,
another  covenant,  shall not avoid the occurrence of a
Default or an Event of
Default if such action is taken or condition exists.


            Section X.13.  Change in  Accounting
Principles,  Fiscal Year or
Tax Laws. If (i) any  preparation of the financial
statements  referred to in
Section 6.07 hereafter  occasioned by the promulgation of
rules,  regulations,
pronouncements  and  opinions  by or  required  by  the
Financial  Accounting
Standards  Board or the American  Institute of Certified
Public  Accounts (or
successors  thereto or agencies with similar  functions)
result in a material
change in the method of  calculation  of  financial
covenants,  standards  or
terms found in this Agreement,  (ii) there is any change in
Borrower's  fiscal
quarter or Fiscal  Year,  or (iii)  there is a material
change in federal tax
laws which materially  affects any of the Consolidated
Companies'  ability to
comply  with  the  financial  covenants,  standards  or
terms  found  in this
Agreement,  Borrower and the Required Lenders agree to enter
into negotiations
in order to amend such  provisions  so as to  equitably
reflect  such changes
with  the  desired  result  that  the  criteria  for
evaluating  any  of  the
Consolidated  Companies'  financial  condition  shall be the
same  after  such
changes  as if  such  changes  had  not  been  made.  Unless
and  until  such
provisions  have been so  amended,  the  provisions  of this
Agreement  shall
govern.

            Section X.14.  Headings   Descriptive;   Entire
Agreement.   The
headings  of the  several  sections  and  subsections  of
this  Agreement  are
inserted for  convenience  only and shall not in any way
affect the meaning or
construction  of any provision of this Agreement.  This
Agreement,  the other
Credit  Documents,  and the agreements and documents
required to be delivered
pursuant to the terms of this Agreement  constitute the
entire agreement among
the  parties  hereto and thereto  regarding  the  subject
matters  hereof and
thereof   and   supersede   all   prior   agreements,
representations   and
understandings related to such subject matters.

            IN WITNESS WHEREOF,  the parties hereto have
caused this Agreement
to be  duly  executed  and  delivered  in  Atlanta,
Georgia,  by  their  duly
authorized officers as of the day and year first above
written.


Address for Notices:                      MORRISON HEALTH
CARE, INC.

1955 Lake Park Drive
Atlanta, Georgia 30080-8855               By:/s/ K.
W.Engwall
Attn: K. Wyatt Engwall                    Name:  K. Wyatt
Engwall
Senior Vice President, Finance and        Title: Senior Vice
President, Finance
Assistant Secretary                              and
Assistant Secretary

Telecopy: (770) 437-3349


                                                [CORPORATE
SEAL]














           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]


Address for Notices:                      SUNTRUST BANK,
ATLANTA,
                                          As Agent
25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303                   By:/s/ Daniel S.
Komitor
Attention: Dan Komitor                    Name:  Daniel S.
Komitor
                                          Title: Vice
President

Telecopy No.:     (404) 588-8833
                                          By:/s/ R.Michael
Dunlap
                                          Name:  R. Michael
Dunlap
                                          Title: Vice
President

Payment Office:

25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303
















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]

Address for Notices:
                                    WACHOVIA BANK, N.A., as
Co-Agent
191 Peachtree Street, N.E.
29th Floor
Atlanta, Georgia 30303
                                    By:/s/ John C. Canty
                                    Name:  John C. Canty
                                    Title: Banking Officer


Attention: Mr. John Canty

Telecopy:   (404) 332-5016


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]


Address for Notices:                      SUNTRUST BANK,
ATLANTA

25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303                   By:/s/ Daniel S.
Komitor
Attention: Dan Komitor                    Name:  Daniel S.
Komitor
                                          Title: Vice
President

Telecopy No.: (404)588-8833
                                          By:/s/R. Michael
Dunlap
                                          Name: R. Michael
Dunlap
                                          Title:Vice
President

















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]




Address for Notices:
                                          NATIONSBANK, N.A.
600 Peachtree Street, N.E.
19th Floor
Atlanta, Georgia    30308                 By:/s/Melinda M.
Bergbom
                                          Name: Melinda M.
Bergbom
                                          Title:Senior Vice
President
Attention: Melinda Bergbom
Telecopy: (404) 407-6343


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]




Address for Notices:
                                    WACHOVIA BANK, N.A.
191 Peachtree Street, N.E.
29th Floor
Atlanta, Georgia 30303
                                    By:/s/ John C.Canty
                                    Name:  John C. Canty
                                    Title: Banking Officer


Attention: Mr. John Canty

Telecopy:   (404) 332-5016


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]

Address for Notices:
                                    FIRST UNION NATIONAL
BANK
First Union National Bank
999 Peachtree Street
12th Floor
Atlanta, Georgia 30309
                                    By:/s/ Kimberly Daniel
                                    Name:  Kimberly Daniel
                                    Title: Corporate Banking
Officer
                                           Assistant
Secretary



Attention: Ms. Kimberly Daniel

Telecopy:


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT
AGREEMENT]






MHCI SCHEDULES






MHCI SCHEDULES


                                 Schedule 5.01

                  Organization and Ownership of Subsidiaries


1.    The following corporations are wholly-owned
subsidiaries of Borrower:


State of
      Corporation
Incorporation
      ------------------------------------------------------
----------------

      Custom Management Corporation
Pennsylvania
      John C. Metz & Associates, Inc.
Pennsylvania
      Culinary Solutions, Inc.
Georgia
      Drake Management Services, Inc.
Arizona


2.    The following are wholly-owned subsidiaries of Custom
Management
      Corporation:


Place of
      Corporation
Incorporation
      ------------------------------------------------------
----------------
      Custom Management Corporation of
Pennsylvania
            Pennsylvania
      Morrison Custom Management Corporation
Pennsylvania
            of Pennsylvania

3.    Borrower owns a 49% interest in Marcorp Diversified,
Inc., a joint
      venture between the Borrower and Harry Miller, who
beneficially owns
      the remaining 51% interest.

                                 Schedule 5.05

                   Certain Pending and Threatened Litigation


A.    Borrower has assumed the liability for the following
claims from
Morrison Restaurants Inc. and has indemnified Morrison
Restaurants Inc. with
respect to the following claims pursuant to the Sharing
Agreements:

      1.    The EEOC charge brought by Karol Suskey alleges
sex harassment by
            the CEO of Jackson Memorial Hospital and alleges
that Morrison
            failed to take appropriate steps to prevent the
harassment.

      2.    A claim of race discrimination has been brought
by five employees
            of Fort Sanders Regional Medical Center in
Knoxville, Tennessee.


B.    Please see the attached schedule of pending or
threatened litigation,
claims and assessments against the Borrower.

  PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS
AGAINST MORRISON
                              HEALTH CARE, INC.

A.    Suskey, Karol v. Morrison Restaurants Inc. et al.  A
lawsuit was filed
   by an employee, Karol Suskey, against both the Company
and our client,
   Jackson Memorial Hospital and its CEO, alleging sexual
harassment against
   our client and alleging further that Morrison failed to
take appropriate
   steps to prevent the harassment and retaliated against
plaintiff.  The
   Company has investigated the matter and believes the
claims are not
   valid.  Plaintiff has filed an amended complaint.
Defendants filed
   motions to dismiss which were denied.  Discovery will be
suspended pending
   appeal of co-defendants to the denial of motions to
dismiss.  The Company
   intends to vigorously defend itself against these claims.

B.    Burems, Cozart, Dupree, Robinson & Stepherson v.
Morrison Restaurants
   Inc.  A claim of race discrimination and retaliation was
made to the State
   of Tennessee Human Rights Commission by five employees of
Fort Sanders
   Regional Medical Center in Knoxville, Tennessee.  The
Commission dismissed
   the claims and issued Right to Sue letters.  Suit has
been filed and an
   answer by the Company has been made.  Discovery is in
progress.
   Plaintiffs were deposed on July 2, 1997.  Plaintiffs have
offered to
   settle for $20,000.  Discovery is continuing.  The
Company intends to
   vigorously defend this claim.

C.    Bines, Melvin v. Realty South Investors, Inc. and
Morrison Health
   Care.  This suit was filed in U.S. District Court,
Southern District of
   Florida and Morrison first received notice of its
existence on April 23,
   1997 (the suit was originally filed in December, 1996
with misnamed
   defendants that were never properly served).  An answer
has been filed.
   Discovery is continuing.  The plaintiff was formerly
employed by
   Fountainview Retirement Center, West Palm Beach, Florida,
a former account
   of Morrison, and alleges race discrimination by
Fountainview and Morrison
   under federal and Florida law.  The Company has retained
outside counsel.
   The Company does not believe the claim has any merit and
intends to
   vigorously defend itself against it.

D.    Marcillac v. Morrison Restaurants, Inc.  - A
management employee filed
   a disability discrimination charge with the California
Fair Employment and
   Housing Commission, San Francisco, California related to
a worker's
   compensation injury.  The Company believes there is no
merit to this
   claim.  It filed a position statement with the Commission
on May 28,
   1996.  The California Commission closed its investigation
and case on
   March 3, 1997.  Marcillac filed an EEOC charge on March
21, 1997, but then
   filed a lawsuit on June 27, 1997 (served July 9, 1997)
alleging
   disability, discrimination and contract breach.  On May
6, 1998, the Court
   granted the Company's Motion for Summary Judgment.
Absent appeal, this
   matter will be concluded.

E.    Morrison Health Care, Inc. v. Efthymios Hristopoulos.
Morrison filed
   suit in Circuit Court, Pinellas County, Florida, for
recovery of unpaid
   rent and right to possession against Efthymios
Hristopoulos ("EH"), a
   tenant of Morrison's leased property located in St.
Petersburg, Florida.
   On May 6, 1997, EH submitted an Answer and counter-
claimed against
   Morrison, alleging breach of contract and intentional
interference with a
   business relationship.  At this time, the Company
believes that its claims
   against EH have merit, that EH's counter-claims are
without merit, and
   intends to vigorously protect and pursue its interests in
this matter.
   The parties shortly may enter into an agreement whereby
EH will purchase
   the property which will effectively resolve these
matters.

F.    Kramer, William L. v. Morrison Health Care, Inc.  A
former employee was
   terminated in August, 1997.  An EEOC Charge was filed and
a Right to Sue
   Letter requested on December 22, 1997.  On June 4, 1998,
the Company
   received a suit alleging wrongful discharge, breach of
implied contract,
   breach of implied covenant of good faith and fair
dealing, age
   discrimination and tortious termination in violation of
public policy.
   The suit is in its early stages, but the Company believes
this claim is
   without merit and intends to vigorously defend these
claims.

G.    State of Tennessee Tax Assessment.  Morrison received
an audit report
   from the State of Tennessee Department of Revenue issuing
a estimated
   sales tax assessment in the original amount of
approximately $3.29
   million, based primarily upon Morrison's use of client-
provided capital
   assets and supply expenses.  The sales tax application to
client-provided
   capital assets and expenses has not been applied to
Morrison in the past.
   Morrison believes at this time that the estimated
assessment amount for
   client-provided assets and expenses is arbitrary and for
the most part
   based upon estimates of the value of capital assets and
expenses of an
   unrelated hospital audit.  Further, the Company believes
that the language
   in most, if not all, of the contracts for the applicable
accounts provides
   that the clients are responsible for a material portion
of any tax which
   may ultimately be paid as a result of this assessment.
The State thus far
   has reduced the assessment amount to $995,983.  In order
to protect its
   interest, the Company filed suit contesting the
assessment in January,
   1998.  Morrison intends to vigorously defend itself
against this claim and
   has engaged outside counsel.

H.    State of Florida Tax Assessment.  The Company received
on August 18,
   1997, an assessment from the State of Florida in the
amount of $109, 000.
   The Company intends to vigorously protect its interest in
this matter.
   Outside counsel has filed the appropriate protest.

I.    Trannon, Comminita v. Morrison's Cafeterias, et al.,
Circuit Court,
   Jefferson County, Alabama.  A workers' compensation
benefit complaint was
   forwarded to GAB for handling.  An amended complaint was
filed alleging
   wrongful termination.  The workers' compensation claim
was subsequently
   settled.  The Plaintiff was granted a partial summary
judgment related to
   a defense by the Company related to issues resolved in a
hearing held by
   the State of Alabama Department of Industrial Relations.
Plaintiff's
   counsel has stated he is unwilling to reconvene mediation
unless the
   Company is willing to come to the table with at least
$50,000.  The
   Company believes the claim to be without merit and
intends to vigorously
   defend itself.

J.    Crawley v. Morrison's Health Care, Inc.    A former
management employee
   filed a race and sex discrimination charge with the EEOC
on April 25,
   1996, arising out of removal from her assignment at
Metropolitan Hospital,
   Richmond, Virginia.  The Company has no reason to believe
that the charge
   has any merit, and intends to vigorously defend the
claim.  A response was
   sent to the EEOC on April 28, 1998.

K.    Theodore, Pierre v. Morrison Health Care, Inc.  A
former employee was
   terminated in November, 1997.  A charge was filed for age
and disability
   discrimination with the Ohio Civil Rights Commission and
the EEOC on
   December 23, 1997 and a Notice of Right to Sue issued on
March 31, 1998.
   An Amended Complaint (original complaint never served)
was filed May 12,
   1998.  The Company believes this claim is without merit
and intends to
   vigorously defend itself.

L.    Johnson, Robert v. Morrison Health Care, Inc.  The
Company received
   notice of this disability discrimination charge on June
18, 1997.  It was
   filed with the EEOC and the South Carolina Human Affairs
Commission on
   June 10, 1997 by an employee in Columbia, South Carolina.
The Company
   responded to this allegation and a Determination Letter
of No Reasonable
   Cause Found was issued in our favor on February 2, 1998.

M.    Metts, Calvin v. Morrison Health Care.  This is an age
discrimination
   charge filed on May 23, 1997, with the Jacksonville,
Florida office of the
   Equal Employment Opportunity Commission (EEOC).  Metts'
employment as an
   Assistant Manager terminated in April, 1997, pursuant to
a reduction in
   personnel at Methodist Hospital, Jacksonville, Florida.
The Company has
   no reason to believe that the charge has merit, and
intends to vigorously
   defend the charge.

N.    Patterson, Uhra v. Morrison Health Care, Inc.  This is
a charge of
   disability discrimination filed in April, 1997 with the
EEOC and the City
   of St. Louis Civil Rights Enforcement Agency (SLCREA) in
St. Louis,
   Missouri.  The Company received notice of
investigation/processing by the
   SLCREA on May 5, 1997.  Patterson is a former cashier
whose employment
   terminated in January, 1997.  At present, Company does
not believe this
   claim has merit and intends to vigorously defend against
it.  The
   Company's response to the claim was filed on December 24,
1997.

O.    Odom, Christopher v. Covenant Medical Center, Morrison
Restaurants Inc.
   and Morrison-Crothall.  A Notice of Substantial Evidence
& Initiation of
   Conciliation was very recently received by the Company in
December, 1996
   from the Illinois Human Rights Commission.  This involves
a claim by
   another employer's former employee alleging race
discrimination by
   Covenant Medical Center, Morrison and the employer
company.  Morrison
   intends to vigorously defend this claim.

P.    Winston, Keith L. v. Morrison's Health Care, Inc.
This is a race
   discrimination charge filed on May 6, 1997 with the
Tennessee Human Rights
   Commission.  The Company received notice of this charge
on June 30, 1997
   via letter dated June 27, 1997.  It was filed by a former
assistant
   manager of Morrison at Methodist Medical Center,  Oak
Ridge, TN.  The
   Company has begun its investigation of the claim, is not
aware of any
   reason to suggest that the claim has merit, and intends
vigorously defend
   against it.

Q.    Robinson, Sherrie v. Morrison Health Care, Inc.  The
Company received
   in November, 1997 a copy of a charge previously filed in
November, 1995,
   alleging race, sex and color discrimination.  Since the
allegations may
   reference circumstances in the Burems, et al. suit
referenced above, this
   claim has been sent to outside counsel in the Burems suit
for handling.
   The Company intends to vigorously defend itself against
these claims.

R.    Petillo, Michael O. v. Morrison Health Care, Inc.  The
Company received
   notice of a complaint being referred to the EEOC on
January 6, 1998
   alleging sex and national origin discrimination.  The
Company's
   investigation was begun.  On April 24, 1998, the Company
received a Notice
   of Right to Sue.  The Complainant has ninety (90) days
from receipt of the
   Right to Sue to file suit.  The Company believes the
claims to be without
   merit and intends to vigorously defend itself against
these claims.

S.    Cole, Arthur v. Morrison Health Care, Inc.  The
Company received on
   March 6, 1998 a complaint with the Ohio Civil Rights
Commissions alleging
   race and age discrimination.  The Company's investigation
is in the early
   stages but the Company believes the claims are without
merit and it
   intends to vigorously defend itself against these claims.

T.    Conner, Demetruis J. v. Morrison Health Care, Inc.  In
April, 1998, the
   Company received a charge of discrimination filed with
the EEOC alleging
   sex discrimination.  The Company has investigated the
matter and believes
   the allegations are without merit.  A response to the
charge was sent by
   the Company on May 22, 1998.  The Company intends to
vigorously defend
   itself against this claim.

U.    Onyeberechi, Francisca v. Morrison Health Care, Inc.
This is a
   national origin discrimination charge filed in May, 1997
with the EEOC in
   Washington, D.C.  Onyeberechi was an assistant manager at
Stoddard Baptist
   Nursing Home in Washington, D.C. whose employment was
terminated effective
   December, 1997.  The Company submitted a response to the
EEOC on December
   8, 1997, and has not been notified of further action.
The Company does
   not believe that the charge has merit and intends to
continue to
   vigorously defend against it.

V.    McIntosh, Carrie Ann v. Morrison Health Care, Inc.
This is a race
   discrimination complaint filed in December, 1996, with
the New York State
   Division of Human Rights (through the Suffolk County
Human Rights
   Commission).  McIntosh was an assistant manager at
University Hospital
   (SUNY), Stony Brook, New York, who was terminated in May,
1996.  The
   Company has begun investigation of this claim, retained
outside counsel to
   assist in its response and defense, and has informed the
Commission of
   this.  At this early stage of the investigation, it is
too early to
   determine the merit or value of the claim, but the
Company intends to
   vigorously defend against it.

W.    Ladson, Avemaria v. Morrison Health Care, Inc.  This
is a sex and
   disability discrimination complaint filed with the
District of Columbia
   Department of Human Rights and Minority Business
Development in July, 1997
   and received by the Company in September, 1997.  Ladson
was an hourly
   employee at Lisner Louise Nursing Home, Washington, D.C.,
and her claims
   relate to an alleged on the job slip and fall type
injury.  The Company
   has begun investigating the claim, believes it is without
merit and
   intends to vigorously defend its interests.  A mediation
meeting took
   place on March 13, 1998, and the Company may attempt to
settle for
   nuisance value.

X.    Hall, Barbara v. Morrison Health Care, Inc.  This is a
claim of sex
   discrimination and retaliation for a complaint of
discrimination filed
   with the New York State Division of Human Rights in
March, 1998, by a
   former employee at University Hospital (SUNY), Stony
Brook, New York.  The
   Company has begun investigating this claim and has
enlisted the assistance
   of outside counsel.  The Company cannot yet determine
with certainty as to
   any potential merit of value, but it intends to
vigorously defend against
   it.

Y.    Shaw, Harold v. Morrison Heathcare Services.  This is
a race and sex
   discrimination claim filed in March, 1997 with the EEOC
in Atlanta,
   Georgia.  Shaw was an applicant from a placement agency
that was not
   selected for a clerk position in the corporate
headquarters in Smyrna,
   Georgia.  The Company has conducted its initial
investigation and does not
   believe the claim has merit.  The Company plans to submit
a response to
   the EEOC before the end of June, 1998, and intends to
vigorously defend
   itself.

Z.    Pla, Rosa Maria v. Morrison Health Service. The
Company received notice
   of this age and national origin discrimination charge on
June 1, 1998.  It
   was filed with the City of Tampa Department of Community
Affairs, Office
   of Human Rights/ Community Services (and EEOC) in May,
1998 by an employee
   in Tampa, Florida.  The Company has begun investigating,
intends to
   respond to this allegation and vigorously protect its
interests, but at
   this time cannot determine the merits or potential
liability of the claims
   since all relevant facts are not yet known.














                                Section 5.09(a)

                           Environmental Compliance


                                     NONE




                                Section 5.09(b)

                             Environmental Notices


                                     NONE




                               Schedule 5.09(c)

                             Environmental Permits


                                     NONE




                                 Schedule 5.11

                                  No Default


      None, other than alleged defaults which are the
subject of pending or
threatened litigation disclosed in Schedule 5.05.




                                 Schedule 5.12

                            Burdensome Restrictions

                                     NONE




                                 Schedule 5.13

                           Tax Filings and Payments


1.    Borrower periodically receives notices of assessment
from the IRS and
other taxing authorities, the aggregate amount of which at
any time is
immaterial.  These notices generally relate to
misunderstandings regarding
Borrower's tax situation, payments which have crossed in the
mail with
notices, and disputes which have been or are in the process
of being resolved.

2.    The Borrower owes the state of Arkansas $350.42 for
franchise taxes due
for years 1997 and 1998.

3.    See also Schedule 5.05 - Certain Pending and
Threatened Litigation.


                                 Section 5.14

                             Material Subsidiaries

                                     None



                                 Section 5.16

                           Employee Benefit Matters



1.    Title IV Plans. The Consolidated Companies and its
ERISA Affiliates
      maintain or contribute to the following Plans subject
to Title IV of
      ERISA:

      a.    Morrison Restaurants Inc. Retirement Plan

      b.    Local 1115 District Council Pension Fund

2.    Funding.

      a.    The Morrison Inc. Retirement Plan (the
"Retirement Plan"), if
            terminated as of June 6, 1998, would have had an
amount of
            unfunded benefit liabilities equal to
approximately
            $____________, projected using a ___% interest
rate and the
            GATT-required mortality tables.

      b.    As of June 6, 1998, Morrison Health Care has
accrued $1,051,246
            with respect to post-retirement medical
expenses.





                                 Section 5.17

                      Patents, Trademarks, Licenses, and
                      Other Intellectual Property Matters


The National Livestock and Meat Board, a/k/a The Meat Board,
The American
Meat Institute and the Food Marketing Institute opposed
Borrower's
application for federal registration of the mark NUTRI-
FACTS, which Borrower
uses for certain computer software programs.  Morrison
entered into a license
agreement with those parties under which Borrower may
continue to use the
mark NUTRI-FACTS, and Morrison has filed an abandonment of
the subject
trademark application.



22682295.W51

                                 Section 5.18

                            Ownership of Properties


                                     NONE




                                 Section 5.19

                         Labor and Employment Matters


                                     NONE




                                 Section 5.22

                             Dividend Restrictions


                                     NONE




                                 Schedule 7.01

                             Existing Indebtedness

As of May 31, 1998
                                                       (In
thousands)

      Revolving Credit Loans under
      Original Credit Facility                        $
5,000/1

      Term Loans under Original
      Credit Facility
31,000/1
                                                      ------
----------
                                                      $
36,000

================



     The  Borrower  has entered  into the Sharing
Agreements  with MFCI and RTI
     providing for the assumptions of liabilities and cross-
indemnities designed
     to   allocate,   generally,   among   these  three
companies,   financial
     responsibility  for  liabilities  arising  out  of  or
in  connection  with
     business activities prior to Distribution.



/1To be refinanced by initial borrowing under this Agreement
on the Closing
      Date.


                                 Schedule 7.02

                                Existing Liens


                                     NONE





                                   EXHIBIT A


                  AMENDED AND RESTATED REVOLVING CREDIT NOTE

July 2, 1998
$15,000,000.00

Atlanta, Georgia

            FOR VALUE RECEIVED,  the undersigned,  MORRISON
HEALTH CARE, INC.,
a  Georgia  corporation  ("Borrower"),  promises  to pay to
the order of FIRST
UNION  NATIONAL  BANK,  a  national  banking  association
("Lender")  at  the
principal office of the Agent at 25 Park Place, Atlanta,
Georgia 30303, or at
such other place as the holder hereof may designate in
immediately  available
funds in lawful money of the United  States,  the principal
sum of (i) FIFTEEN
MILLION  AND  NO/100  DOLLARS  ($15,000,000.00)  or (ii) so
much as shall have
been  advanced  hereunder  as  Eurodollar  Advances  and
Base  Rate  Advances
pursuant to Article II of the Credit  Agreement and
remaining  outstanding  as
shown on the records of the Agent and the Lender,  plus all
accrued and unpaid
interest  thereon as set forth in that  certain  Amended and
Restated  Credit
Agreement  dated  as of  July  2,  1998  among  the
Borrower,  the  financial
institutions  from  time to time a party  thereto  (the
"Lenders"),  SunTrust
Bank,  Atlanta,  as the issuing  bank (the  "Issuing
Bank"),  SunTrust  Bank,
Atlanta,  as Agent for the Issuing  Bank and the Lenders
(the  "Agent"),  and
Wachovia  Bank,  N.A. as Co-Agent  for the Issuing  Bank and
the Lenders  (the
"Co-Agent")  (as the same may  hereafter  be  amended,
modified,  extended or
supplemented from time to time, the  "Agreement").  Interest
shall accrue from
the  date  hereof  up to and  through  the  date on which
all  principal  and
interest  hereunder is paid in full,  shall be computed on
the basis of actual
days elapsed in a 360-day year,  and shall be  calculated
on the  outstanding
principal  balance  hereunder at the interest rates
specified in Section 3.03
of the Agreement.

            Principal  and  interest  hereunder  shall  be
paid  on the  dates
specified  in the  Agreement  and  shall  be due  and
payable  in full on the
Maturity  Date (as defined in the  Agreement).  Any
installment  of principal
and,  to the extent  permitted  by law,  interest  due under
this  Amended and
Restated  Revolving  Credit Note (the "Note") that is not
paid on the due date
therefor  whether on the Maturity Date, or resulting from
the  acceleration of
maturity  upon the  occurrence  of an  Event of  Default
(as  defined  in the
Agreement),  shall bear  interest  from the date due until
payment in full at
the default rate specified in Section 3.03(c) of the
Agreement.

            This Note is one of the Notes defined in, and
evidences  Advances
incurred  pursuant to, the Agreement,  to which Agreement
reference is hereby
made  for a full  and  complete  description  of such  terms
and  conditions,
including,  without  limitation,   provisions  for  the
acceleration  of  the
maturity  hereof upon the  existence or  occurrence  of
certain  conditions or
events,  and the terms of any permitted  prepayments
hereof.  All capitalized
terms  used in this  Note  shall  have the same  meanings
as set forth in the
Agreement.


            Upon the  existence  or  occurrence  of any
Event of Default,  the
principal and all accrued interest hereof shall
automatically  become, or may
be  declared,  due and  payable in the manner and with the
effect  provided in
the Agreement.

            Lender  shall at all times  have a right of  set-
off  against  any
deposit  balances  of  Borrower in the  possession  of
Lender,  and Lender may
apply the same  against  payment  of this Note or any  other
indebtedness  of
Borrower  to Lender  arising  under the Credit  Documents.
The payment of any
indebtedness  evidenced  by this Note shall not affect the
enforceability  of
this  Note  as to  any  future,  different  or  other
indebtedness  evidenced
hereby.  In the event the indebtedness  evidenced by this
Note is collected by
legal  action  or  through  an  attorney-at-law,  or in
bankruptcy  or  other
judicial  proceedings,  Lender shall be entitled to recover
from  Borrower all
costs of collection,  including,  without  limitation,
reasonable  attorneys'
fees actually incurred.

            Failure or forbearance of Lender to exercise any
right  hereunder,
or otherwise  granted by the Agreement or by law,  shall not
affect or release
the  liability  of Borrower  hereunder,  and shall not
constitute a waiver of
such right  unless so stated by Lender in  writing.  This
Note shall be deemed
to be made under,  and shall be construed in accordance
with and governed by,
the laws of the State of Georgia  (without  giving  effect
to the  conflict of
laws provisions thereof).

            DEMAND,  PRESENTMENT  FOR PAYMENT,  NOTICE OF
DISHONOR AND PROTEST
ARE HEREBY WAIVED.

            Time is of the essence hereunder.

            EXECUTED  AND  DELIVERED  under  seal  of
Borrower  by  its  duly
authorized  officers  as of the day and year first  above
written in Atlanta,
Georgia.


                                    MORRISON HEALTH CARE,
INC.


[CORPORATE SEAL]                    By:    /s/   K. W.
Engwall
                                    Name:  K. Wyatt Engwall
                                    Title: Senior Vice
President


                                    Attest: /s/  John E.
Fountain
                                           Name: John E.
Fountain
                                           Title: Secretary


                                   EXHIBIT B

                 FORM OF AMENDED AND RESTATED SWING LINE
NOTE

July 2, 1998
$10,000,000.00

Atlanta, Georgia

            FOR VALUE RECEIVED,  the undersigned,  MORRISON
HEALTH CARE, INC.,
a Georgia corporation  ("Borrower"),  promises to pay to the
order of SUNTRUST
BANK,  ATLANTA,  a Georgia  banking  corporation  ("Swing
Line Lender") at its
principal  office at 25 Park Place,  Atlanta,  Georgia
30303, or at such other
place as the holder hereof may  designate in  immediately
available  funds in
lawful money of the United  States,  the  principal sum of
(i) TEN MILLION AND
NO/100  DOLLARS  ($10,000,000.00)  or (ii) so much as shall
have been advanced
hereunder  as  Swing  Rate  Advance  pursuant  to  Article
II of  the  Credit
Agreement and remaining  outstanding as shown on the records
of the Swing Line
Lender,  plus all  accrued  and unpaid  interest  thereon as
set forth in that
certain Amended and Restated  Credit  Agreement dated as of
July 2, 1998 among
the Borrower,  SunTrust Bank, Atlanta, a banking
corporation  organized under
the laws of the State of Georgia,  the other  banks and
lending  institutions
from time to time a party thereto (the "Lenders"),  SunTrust
Bank, Atlanta, as
the issuing bank (the "Issuing Bank"),  and SunTrust Bank,
Atlanta,  as Agent
(the "Agent") for the Issuing Bank and the Lenders,  and
Wachovia  Bank,  N.A.
as Co-Agent  (the  "Co-Agent")  for the  Issuing  Bank and
the Lenders (as the
same may hereafter be amended,  modified,  extended or
supplemented  from time
to time,  the  "Agreement").  Interest shall accrue from the
date hereof up to
and through the date on which all principal and interest
hereunder is paid in
full,  shall be  computed  on the basis of actual  days
elapsed  in a 360-day
year, and shall be calculated on the outstanding  principal
balance hereunder
at the interest rates specified in Section 3.03 of the
Agreement.

            Principal  and  interest  hereunder  shall  be
paid  on the  dates
specified  in the  Agreement  and  shall  be due  and
payable  in full on the
Maturity  Date (as defined in the  Agreement).  Any
installment  of principal
and,  to the extent  permitted  by law,  interest  due under
this  Amended and
Restated  Swing  Line  Note  (the  "Note")  that is not
paid on the due  date
therefor  whether on the maturity date, or resulting from
the  acceleration of
maturity  upon the  occurrence  of an  Event of  Default
(as  defined  in the
Agreement),  shall bear  interest  from the date due until
payment in full at
the default rate specified in Section 3.03(c) of the
Agreement.


            This Note  evidences  the Swing Line Loans  made
pursuant  to the
terms and conditions of the Agreement,  to which Agreement
reference is hereby
made  for a full  and  complete  description  of such  terms
and  conditions,
including,  without  limitation,   provisions  for  the
acceleration  of  the
maturity  hereof upon the  existence or  occurrence  of
certain  conditions or
events, and the terms of any permitted  prepayments hereof.
This Note is being
delivered by the Borrower and accepted by the Borrower as a
substitution  for
that  certain  Swing Line Note,  dated as of March 6, 1996
by the  Borrower in
favor of the Swing Line Lender,  but not as payment of such
indebtedness or as
a novation  with  respect  thereto.  All  capitalized  terms
used in this Note
shall have the same meanings as set forth in the Agreement.

            Upon the  existence  or  occurrence  of any
Event of Default,  the
principal and all accrued interest hereof shall
automatically  become, or may
be  declared,  due and  payable in the manner and with the
effect  provided in
the Agreement.

            Swing  Line  Lender  shall at all  times  have a
right of  set-off
against any deposit  balances  of  Borrower  in the
possession  of Swing Line
Lender,  and Swing Line Lender may apply the same against
payment of this Note
or any other  indebtedness  of Borrower to Swing Line Lender
arising under the
Credit  Documents.  The  payment of any  indebtedness
evidenced  by this Note
shall not affect the  enforceability of this Note as to any
future,  different
or  other  indebtedness  evidenced  hereby.  In  the  event
the  indebtedness
evidenced   by  this  Note  is   collected  by  legal
action  or  through  an
attorney-at-law,  or in bankruptcy or other judicial
proceedings,  Swing Line
Lender  shall be entitled to recover from  Borrower  all
costs of  collection,
including, without limitation, reasonable attorneys' fees
actually incurred.

            Failure or  forbearance of Swing Line Lender to
exercise any right
hereunder,  or otherwise  granted by the Agreement or by
law, shall not affect
or release the  liability of Borrower  hereunder,  and shall
not  constitute a
waiver of such right  unless so stated by Lender in
writing.  This Note shall
be deemed to be made under,  and shall be  construed  in
accordance  with and
governed by, the laws of the State of Georgia.

            DEMAND,  PRESENTMENT  FOR PAYMENT,  NOTICE OF
DISHONOR AND PROTEST
ARE HEREBY WAIVED.

            Time is of the essence hereunder.

            EXECUTED  AND  DELIVERED  under  seal  of
Borrower  by  its  duly
authorized  officers  as of the day and year first  above
written in Atlanta,
Georgia.

                                       MORRISON HEALTH CARE,
INC.


[CORPORATE SEAL]                       By:    /s/ K. W.
Engwall
                                       Name:  K. Wyatt
Engwall
                                       Title: Senior Vice
President


                                       Attest:/s/ John E.
Fountain
                                           Name:  John E.
Fountain
                                           Title: Secretary



                                   EXHIBIT C

                         SUBSIDIARY GUARANTY AGREEMENT


            This SUBSIDIARY GUARANTY AGREEMENT (this
"Guaranty"),  dated as of
July 2, 1998 is made by CULINARY SOLUTIONS,  INC., a
corporation organized and
existing  under  the  laws of  Georgia  (hereinafter,
collectively  with  all
Additional Guarantors hereafter becoming a party hereto, the
"Guarantor"),  in
favor of SUNTRUST BANK, ATLANTA, a Georgia banking
corporation,  as Agent (the
"Agent"),  and  WACHOVIA  BANK,  N.A.,  a  national  banking
association,  as
Co-Agent (the "Co-Agent) for the banks and other lending
institutions parties
to the Credit  Agreement (as  hereinafter  defined) and each
assignee  thereof
becoming a "Lender" as provided  therein (the  "Lenders"),
and SUNTRUST BANK,
ATLANTA,  in its capacity as Issuing Bank (the  "Issuing
Bank") (the Lenders,
the Issuing Bank,  the Agent and the Co-Agent being
collectively  referred to
herein as the "Guaranteed Parties");


                             W I T N E S S E T H:


            WHEREAS,  MORRISON HEALTH CARE, INC., a
corporation  organized and
existing  under  the  laws of the  State  of  Georgia  (the
"Borrower"),  the
Lenders,  the Issuing Bank,  the Agent and the Co-Agent have
entered into that
certain  Amended and Restated  Credit  Agreement  dated as
of July 2, 1998 (as
the same  may  hereafter  be  amended,  restated,
supplemented  or  otherwise
modified  from  time  to  time,  and  including  all
schedules,  riders,  and
supplements  thereto,  the "Credit  Agreement";  terms
defined therein and not
otherwise defined herein being used herein as therein
defined);

            WHEREAS,  the  Borrower  owns,  directly or
indirectly,  all or a
majority of the outstanding capital stock of the Guarantor;

            WHEREAS,  the  Borrower  and the  Guarantor
share an  identity of
interest  as  members  of  a  consolidated   group  of
companies  engaged  in
substantially   similar   businesses  with  the  Borrower
providing  certain
centralized financial, accounting and management services to
the Guarantor;

            WHEREAS,  consummation of the transactions
pursuant to the Credit
Agreement  will  facilitate   expansion  and  enhance  the
overall  financial
strength and stability of the Borrower's  entire  corporate
group,  including
the Guarantor; and

            WHEREAS,  it is a condition  precedent to the
Lenders' and Issuing
Bank's  obligations to enter into the Credit  Agreement and
to make extensions
of credit  thereunder  that the Guarantor  execute and
deliver this  Guaranty,
and the  Guarantor  desires to execute  and deliver  this
Guaranty to satisfy
such condition precedent;






            NOW,  THEREFORE,  in consideration of the
premises and in order to
induce  the  Issuing  Bank and the  Lenders to enter  into
and  perform  their
obligations  under  the  Credit  Agreement,  the  Guarantor
hereby  agrees as
follows:

      SECTION 1.  Guaranty.    The   Guarantor    hereby,
irrevocably   and
unconditionally,  guarantees the punctual  payment when due,
whether at stated
maturity,  by  acceleration  or  otherwise,  of all  Loans,
Letter  of Credit
Obligations  and all other  Obligations  owing by the
Borrower to the Lenders,
the Issuing Bank, the Agent or the Co-Agent,  or any of
them, under the Credit
Agreement,  the Notes,  any Letter of Credit and the other
Credit  Documents,
including all renewals,  extensions,  modifications and
refinancings  thereof,
now or hereafter owing,  whether for principal,  interest,
fees,  expenses or
otherwise,  and any  and  all  reasonable  out-of-pocket
expenses  (including
reasonable  attorneys'  fees actually  incurred and
expenses)  incurred by the
Agent  in  enforcing  any  rights  under  this  Guaranty
(collectively,   the
"Guaranteed  Obligations"),  including without limitation,
all interest which,
but for the filing of a petition in  bankruptcy  with
respect to the Borrower,
would accrue on any principal portion of the Guaranteed
Obligations.  Any and
all payments by the  Guarantor  hereunder  shall be made
free and clear of and
without  deduction for any set-off,  counterclaim,  or
withholding so that, in
each case,  each  Guaranteed  Party will  receive,  after
giving effect to any
Taxes (as such term is defined in the Credit  Agreement,
but excluding  Taxes
imposed on overall  net income of the  Guaranteed  Party to
the same extent as
excluded  pursuant  to the Credit  Agreement),  the full
amount that it would
otherwise be entitled to receive with  respect to the
Guaranteed  Obligations
(but  without  duplication  of  amounts  for  Taxes  already
included  in the
Guaranteed  Obligations).  The Guarantor  acknowledges and
agrees that this is
a  guarantee  of  payment  when  due,  and not of
collection,  and that  this
Guaranty may be enforced up to the full amount of the
Guaranteed  Obligations
without  proceeding  against  the  Borrower,  against  any
security  for  the
Guaranteed  Obligations  or under any other  guaranty
covering any portion of
the Guaranteed Obligations.

      SECTION 2.  Guaranty  Absolute.   The  Guarantor
guarantees  that  the
Guaranteed  Obligations  will be paid strictly in accordance
with the terms of
the  Credit  Documents,  regardless  of any law,  regulation
or order  now or
hereafter  in effect in any  jurisdiction  affecting  any of
such terms or the
rights of any  Guaranteed  Party with respect  thereto.  The
liability of the
Guarantor  under  this  Guaranty  shall  be  absolute  and
unconditional  in
accordance  with its terms and shall  remain in full force
and effect  without
regard to, and shall not be released,  suspended,
discharged,  terminated  or
otherwise affected by, any circumstance or occurrence
whatsoever,  including,
without  limitation,  the  following  (whether or not the
Guarantor  consents
thereto or has notice thereof):


            (a)   any change in the time,  place or manner
of  payment  of, or
      in any other  term of,  all or any of the  Guaranteed
Obligations,  any
      waiver, indulgence,  renewal, extension, amendment or
modification of or
      addition,  consent or supplement to or deletion from
or any other action
      or  inaction  under or in  respect of the  Credit
Agreement,  the other
      Credit  Documents,  or any other  documents,
instruments  or agreements
      relating  to the  Guaranteed  Obligations  or any
other  instrument  or
      agreement  referred  to therein or any  assignment  or
transfer  of any
      thereof;

            (b)   any  lack  of  validity  or
enforceability  of  the  Credit
      Agreement,   the  other  Credit   Documents,   or  any
other  document,
      instrument  or  agreement  referred  to  therein  or
any  assignment  or
      transfer of any thereof;

            (c)   any furnishing to the  Guaranteed  Parties
of any additional
      security for the Guaranteed Obligations,  or any sale,
exchange, release
      or surrender  of, or  realization  on, any  security
for the  Guaranteed
      Obligations;

            (d)   any  settlement  or  compromise  of any
of  the  Guaranteed
      Obligations,  any security therefor, or any liability
of any other party
      with respect to the Guaranteed Obligations,  or any
subordination of the
      payment  of the  Guaranteed  Obligations  to the
payment  of any  other
      liability of the Borrower;

            (e)   any  bankruptcy,  insolvency,
reorganization,  composition,
      adjustment,  dissolution,  liquidation or other like
proceeding relating
      to the  Guarantor or the  Borrower,  or any action
taken with respect to
      this Guaranty by any trustee or receiver,  or by any
court,  in any such
      proceeding;

            (f)   any  nonperfection  of any security
interest or lien on any
      collateral,  or any amendment or waiver of or consent
to departure  from
      any guaranty or security, for all or any of the
Guaranteed Obligations;

            (g)   any  application  of sums paid by the
Borrower or any other
      Person  with  respect  to  the   liabilities  of  the
Borrower  to  the
      Guaranteed  Parties,  regardless  of what  liabilities
of the  Borrower
      remain unpaid;

            (h)   any act or failure to act by any
Guaranteed  Party which may
      adversely  affect the Guarantor's  subrogation
rights,  if any, against
      the Borrower to recover payments made under this
Guaranty; and

            (i)   any other  circumstance  which might
otherwise  constitute a
      defense available to, or a discharge of, the
Guarantor.


If claim is ever made upon any  Guaranteed  Party for
repayment or recovery of
any  amount  or  amounts  received  in  payment  or on
account  of any of the
Guaranteed  Obligations,  and any Guaranteed  Party repays
all or part of said
amount  by  reason  of (a) any  judgment,  decree  or  order
of any  court or
administrative  body having  jurisdiction  over the
Guaranteed Party or any of
its property,  or (b) any  settlement or compromise of any
such claim effected
by the  Guaranteed  Party with any such claimant  (including
the Borrower or a
trustee in bankruptcy for the Borrower),  then and in such
event the Guarantor
agrees that any such judgment,  decree, order,  settlement
or compromise shall
be binding on it,  notwithstanding  any revocation  hereof
or the cancellation
of the Credit Agreement,  the other Credit Documents,  or
any other instrument
evidencing  any  liability of the  Borrower,  and the
Guarantor  shall be and
remain liable to the  Guaranteed  Party for the amounts so
repaid or recovered
to the same  extent as if such  amount had never  originally
been paid to the
Guaranteed Party.

      SECTION 3.  Waiver.  The  Guarantor  hereby  waives
notice of acceptance
of this Guaranty,  notice of any liability to which it may
apply,  and further
waives  presentment,  demand  of  payment,  protest,  notice
of  dishonor  or
nonpayment  of any such  liabilities,  suit or taking  of
other  action by the
Guaranteed  Parties  against,  and any other  notice to, the
Borrower  or any
other party liable with respect to the Guaranteed
Obligations  (including the
Guarantor or any other Person  executing a guaranty of the
obligations of the
Borrower).

      SECTION 4.  Waiver   of   Subrogation;   Rights  of
Contribution.   No
Guarantor  will exercise any rights  against the Borrower
which it may acquire
by way of  subrogation  or  contribution,  by any payment
made  hereunder  or
otherwise  and each  Guarantor  hereby  expressly  waives
any claim,  right or
remedy  which such  Guarantor  may now have or hereafter
acquire  against the
Borrower that arises  hereunder  and/or from the
performance by the Guarantor
hereunder,  including,  without limitation,  any claim,
right or remedy of any
Guaranteed  Party  against the Borrower or any security
which any  Guaranteed
Party now has or  hereafter  acquires,  whether  or not such
claim,  right or
remedy arises in equity,  under  contract,  by statute,
under color of law or
otherwise unless and until the Guaranteed  Obligations have
been  indefeasibly
paid in full.


            The  following  provisions of this Section 4
shall be effective at
all times when there are multiple  guarantors party hereto.
In the event that
any  Guarantor  (the "Funding  Guarantor")  shall make any
payment or payments
under this  Guaranty or shall  suffer any loss as a result
of any  realization
upon any collateral  granted by it to secure its obligations
hereunder,  each
other  Guarantor   (each,  a  "Contributing   Guarantor")
hereby  agrees  to
contribute  to the  Funding  Guarantor  an amount  equal to
such  Contributing
Guarantor's  pro rata  share of such  payment  or  payments
made,  or  losses
suffered,  by such Funding  Guarantor  determined by
reference to the ratio of
(a) the dollar amount of the percentage of each such
Contributing  Guarantor's
Net Assets (without giving effect to any right to receive
any  contribution or
subrogation or obligation to make any contribution
hereunder),  to (b) the sum
of the  Net  Assets  of  all  Guarantors  (including  the
Funding  Guarantor)
hereunder  (without  giving  effect to any right to  receive
contribution  or
subrogation  hereunder or any obligation to make any
contribution  hereunder);
provided,  that the Contributing  Guarantor shall not be
obligated to make any
such  payment to the Funding  Guarantor if the  Contributing
Guarantor is not
solvent  at the time of such  contribution  or if the
Contributing  Guarantor
would be rendered  not solvent as a result  thereof.
Nothing in this  Section
shall affect each Guarantor's  several  liability for the
entire amount of the
Guaranteed  Obligations,   subject  only  to  the
limitations  set  forth  in
Section 14.  For the  purposes of this  Section 4, (x) the
"Net Assets" of any
Guarantor  shall mean the highest  amount,  as of any
Determination  Date, by
which (A) the  aggregate  present  fair  saleable  value of
the assets of such
Guarantor  exceeds  (B) the  amount of all the debts and
liabilities  of such
Guarantor  (including  contingent,  subordinated,  unmatured
and  unliquidated
liabilities,  but excluding the obligations of such
Guarantor hereunder),  and
(y)  "Determination  Date"  shall mean each of (1) the
Closing  Date,  (2) the
date of  commencement of a case under the Bankruptcy Code in
which a Guarantor
is a debtor,  and (3) the date  enforcement  hereunder  is
sought with respect
to such  Guarantor.  Each  Funding  Guarantor  covenants
and agrees  that its
right to receive any contribution  from any Contributing
Guarantor  hereunder
shall be  subordinated  and  junior in right of  payment in
full of all of the
Guaranteed Obligations.

      SECTION 5.  Severability.  Any  provision  of  this
Guaranty  which  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, and
any  such  prohibition  or  unenforceability  in any
jurisdiction  shall  not
invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 6.   Amendments,  Etc. No amendment  or waiver
of any  provision
of this  Guaranty  nor consent to any  departure  by the
Guarantor  therefrom
shall in any event be effective  unless the same shall be in
writing  executed
by the Agent.

      SECTION 7.  Notices. All notices and other
communications  provided for
hereunder shall be given in the manner  specified in the
Credit  Agreement (i)
in the  case of the  Agent,  at the  address  specified  for
the  Agent in the
Credit  Agreement,  and (ii) in the case of the  Guarantor,
at the  addresses
specified  for the  Guarantor in this  Guaranty or the
applicable  supplement
hereto.

      SECTION 8.  No  Waiver;  Remedies.  No  failure on the
part of the Agent
or other  Guaranteed  Parties to  exercise,  and no delay in
exercising,  any
right  hereunder  shall operate as a waiver  thereof;  nor
shall any single or
partial  exercise  of any  right  hereunder  preclude  any
other  or  further
exercise  thereof or the exercise of any other  right.  No
notice to or demand
on the  Guarantor in any case shall entitle the Guarantor to
any other further
notice or demand in any similar or other  circumstances or
constitute a waiver
of the  rights  of the  Agent  or other  Guaranteed  Parties
to any  other or
further action in any  circumstances  without  notice or
demand.  The remedies
herein  provided are cumulative and not exclusive of any
remedies  provided by
law.


      SECTION 9.  Right Of Set Off. In addition  to and not
in  limitation  of
all  rights of  offset  that the Agent or other  Guaranteed
Parties  may have
under  applicable law, the Agent or other Guaranteed
Parties shall,  upon the
occurrence  of any  Event of  Default  and  whether  or not
the Agent or other
Guaranteed  Parties  have made any demand or the  Guaranteed
Obligations  are
matured,  have the  right to  appropriate  and  apply  to
the  payment  of the
Guaranteed  Obligations,  all deposits of the  Guarantor
(general or special,
time or demand,  provisional  or final) then or  thereafter
held by and other
indebtedness  or  property  then or  thereafter  owing  by
the  Agent or other
Guaranteed  Parties to the Guarantor,  whether or not
related to this Guaranty
or any  transaction  hereunder.  The Guaranteed  Parties
shall promptly notify
the Guarantor of any offset hereunder.

      SECTION 10. Continuing   Guaranty;   Transfer   Of
Obligations.   This
Guaranty  is a  continuing  guaranty  and shall (i)  remain
in full  force and
effect  until  payment  in full of the  Guaranteed
Obligations  and all other
amounts  payable under this Guaranty and the  termination of
the  Commitments,
(ii) be binding upon the  Guarantor,  its  successors  and
assigns,  and (iii)
inure to the  benefit  of and be  enforceable  by the Agent,
its  successors,
transferees and assigns, for the benefit of the Guaranteed
Parties.

      SECTION 11. Governing Law;  Appointment Of Agent For
Service Of Process;
Submission To Jurisdiction; Waiver of Jury Trial.

            (a)   THIS GUARANTY AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES
      HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND
BE GOVERNED BY THE
      LAWS OF THE STATE OF GEORGIA  (WITHOUT  GIVING EFFECT
TO THE CONFLICT OF
      LAW PRINCIPLES THEREOF).


            (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH
RESPECT  TO  THIS
      GUARANTY  OR  OTHERWISE  RELATED  HERETO MAY BE
BROUGHT IN THE  SUPERIOR
      COURT OF FULTON  COUNTY OF THE STATE OF GEORGIA OR OF
THE UNITED  STATES
      OF AMERICA FOR THE NORTHERN  DISTRICT OF GEORGIA,
AND, BY EXECUTION AND
      DELIVERY OF THIS GUARANTY,  THE GUARANTOR  HEREBY
CONSENTS,  FOR ITSELF
      AND IN RESPECT OF ITS  PROPERTY,  TO THE  JURISDICTION
OF THE AFORESAID
      COURTS SOLELY FOR THE PURPOSE OF  ADJUDICATING  ITS
RIGHTS OR THE RIGHTS
      OF THE AGENT AND OTHER GUARANTEED  PARTIES WITH
RESPECT TO THIS GUARANTY
      OR  ANY  DOCUMENT  RELATED  HERETO.  THE  GUARANTOR
HEREBY  IRREVOCABLY
      DESIGNATES  PRENTICE  HALL  CORPORATION  OF  ATLANTA,
GEORGIA,  AS  THE
      DESIGNEE,  APPOINTEE AND AGENT OF THE  GUARANTOR TO
RECEIVE,  FOR AND ON
      BEHALF OF THE GUARANTOR,  SERVICE OF PROCESS IN SUCH
JURISDICTION IN ANY
      LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS
GUARANTY  OR ANY
      DOCUMENT  RELATED  HERETO  AND SUCH  SERVICE  SHALL BE
DEEMED  COMPLETED
      THIRTY DAYS AFTER MAILING  THEREOF TO SAID AGENT.  IT
IS UNDERSTOOD THAT
      A COPY OF SUCH PROCESS  SERVED ON SUCH AGENT WILL BE
PROMPTLY  FORWARDED
      BY  SUCH  LOCAL  AGENT  AND BY THE  SERVER  OF
PROCESS  BY  MAIL TO THE
      GUARANTOR  AT ITS  ADDRESS  SET FORTH  HEREIN,  BUT
THE  FAILURE  OF THE
      GUARANTOR  TO RECEIVE  SUCH COPY SHALL NOT, TO THE
EXTENT  PERMITTED  BY
      APPLICABLE  LAW,  AFFECT IN ANY WAY THE  SERVICE  OF
SUCH  PROCESS.  THE
      GUARANTOR HEREBY  IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING,  WITHOUT
      LIMITATION,  ANY  OBJECTION  TO THE  LAYING  OF  VENUE
OR  BASED ON THE
      GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR
HEREAFTER HAVE TO
      THE   BRINGING  OF  ANY  ACTION  OR   PROCEEDING   IN
SUCH   RESPECTIVE
      JURISDICTIONS  IN  RESPECT  OF THIS  GUARANTY  OR ANY
DOCUMENT  RELATED
      THERETO.  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF
THE AGENT TO SERVE
      PROCESS  IN ANY  OTHER  MANNER  PERMITTED  BY LAW OR
TO  COMMENCE  LEGAL
      PROCEEDINGS  OR  OTHERWISE  PROCEED  AGAINST THE
GUARANTOR IN ANY OTHER
      JURISDICTION.

            (c)   TO THE EXTENT  PERMITTED BY  APPLICABLE
LAW, THE  GUARANTOR
      HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT OF TRIAL BY
JURY IN ANY  ACTION,
      PROCEEDING OR  COUNTERCLAIM  ARISING OUT OF OR IN
CONNECTION  WITH THIS
      GUARANTY  OR  ANY  OTHER  CREDIT  DOCUMENT  OR  ANY
MATTER  ARISING  IN
      CONNECTION HEREUNDER OR THEREUNDER.

      SECTION 12. Subordination   Of  the  Borrower's
Obligations  To  the
Guarantor.   As  an  independent  covenant,  the  Guarantor
hereby  expressly
covenants  and  agrees  for the  benefit  of the Agent  and
other  Guaranteed
Parties  that  all   obligations  and  liabilities  of  the
Borrower  to  the
Guarantor  of  whatsoever  description  including,   without
limitation,  all
intercompany  receivables of the Guarantor from the Borrower
("Junior Claims")
shall be subordinate  and junior in right of payment to all
obligations of the
Borrower  to the  Agent and other  Guaranteed  Parties
under the terms of the
Credit Agreement and the other Credit Documents ("Senior
Claims").

            If an Event of Default  shall occur,  then,
unless and until such
Event of  Default  shall have been  cured,  waived,  or
shall  have  ceased to
exist, no direct or indirect payment (in cash, property,
securities by setoff
or otherwise)  shall be made by the Borrower to the
Guarantor on account of or
in any  manner in  respect  of any  Junior  Claim  except
such  payments  and
distributions  the proceeds of which shall be applied to the
payment of Senior
Claims.


            In the event of a Proceeding (as hereinafter
defined),  all Senior
Claims  shall first be paid in full  before any direct or
indirect  payment or
distribution (in cash,  property,  securities by setoff or
otherwise) shall be
made to any  Guarantor on account of or in any manner in
respect of any Junior
Claim except such  payments and  distributions  the proceeds
of which shall be
applied to the payment of Senior  Claims.  For the  purposes
of the  previous
sentence,  "Proceeding"  means the Borrower or the Guarantor
shall commence a
voluntary  case  concerning  itself  under  the  Bankruptcy
Code or any other
applicable  bankruptcy laws; or any involuntary case is
commenced  against the
Borrower or the Guarantor;  or a custodian (as defined in
the Bankruptcy  Code
or any other  applicable  bankruptcy  laws) is appointed
for, or takes charge
of,  all or any  substantial  part  of the  property  of the
Borrower  or the
Guarantor,  or the Borrower or the Guarantor  commences any
other  proceedings
under any  reorganization  arrangement,  adjustment of debt,
relief of debtor,
dissolution,  insolvency  or  liquidation  or similar law of
any  jurisdiction
whether now or hereafter in effect  relating to the Borrower
or the Guarantor,
or any such proceeding is commenced against the Borrower or
the Guarantor,  or
the Borrower or the  Guarantor is  adjudicated  insolvent or
bankrupt;  or any
order of relief  or other  order  approving  any such  case
or  proceeding  is
entered;  or the  Borrower or the  Guarantor  suffers any
appointment  of any
custodian or the like for it or any substantial  part of its
property;  or the
Borrower  or the  Guarantor  makes a general  assignment
for the  benefit  of
creditors;  or the Borrower or the Guarantor shall fail to
pay, or shall state
that it is unable to pay, or shall be unable to pay,  its
debts  generally  as
they become due; or the Borrower or the Guarantor  shall
call a meeting of its
creditors  with a view to arranging a composition  or
adjustment of its debts;
or the Borrower or the  Guarantor  shall by any act or
failure to act indicate
its consent to, approval of or  acquiescence  in any of the
foregoing;  or any
corporate  action  shall be taken by the  Borrower  or the
Guarantor  for the
purpose of effecting any of the foregoing.

            In the event any direct or  indirect  payment or
distribution  is
made to the  Guarantor  in  contravention  of this Section
12, such payment or
distribution  shall be deemed  received  in trust for the
benefit of the Agent
and other  Guaranteed  Parties and shall be immediately paid
over to the Agent
for  application  against the Guaranteed  Obligations  in
accordance  with the
terms of the Credit Agreement.

            The Guarantor  agrees to execute such additional
documents as the
Agent may  reasonably  request to evidence the
subordination  provided for in
this Section 12.

      SECTION 13. Automatic   Acceleration   in  Certain
Events.   Upon  the
occurrence  of an Event of Default  specified  in  Section
8.07 of the Credit
Agreement,  all Guaranteed  Obligations shall automatically
become immediately
due and payable by the  Guarantor,  without notice or other
action on the part
of the Agent or other  Guaranteed  Parties,  and regardless
of whether payment
of the Guaranteed  Obligations by the Borrower has then been
accelerated.  In
addition,  if any event of the types  described  in Section
8.07 of the Credit
Agreement  should occur with  respect to the  Guarantor,
then the  Guaranteed
Obligations  shall  automatically  become  immediately  due
and payable by the
Guarantor,  without  notice or other  action on the part of
the Agent or other
Guaranteed  Parties,  and  regardless  of whether  payment
of the  Guaranteed
Obligations by the Borrower has then been accelerated.

      SECTION 14. Savings  Clause.  (a) It is the intent of
the  Guarantor and
the Guaranteed  Parties that the  Guarantor's  maximum
obligations  hereunder
shall be, but not in excess of:


                    (i) in a case or  proceeding  commenced
by or against the
            Guarantor  under the  Bankruptcy  Code on or
within  one year from
            the date on which any of the Guaranteed
Obligations are incurred,
            the maximum amount which would not otherwise
cause the Guaranteed
            Obligations  (or any other  obligations  of the
Guarantor  to the
            Guaranteed  Parties) to be avoidable or
unenforceable  against the
            Guarantor  under (A) Section 548 of the
Bankruptcy Code or (B) any
            state fraudulent transfer or fraudulent
conveyance act or statute
            applied in such case or  proceeding  by virtue
of  Section  544 of
            the Bankruptcy Code; or

                  (ii) in a case or  proceeding  commenced
by or against  the
            Guarantor  under the Bankruptcy  Code
subsequent to one year from
            the date on which any of the Guaranteed
Obligations are incurred,
            the  maximum   amount   which  would  not
otherwise   cause  the
            Guaranteed  Obligations (or any other
obligations of the Guarantor
            to  the  Guaranteed  Parties)  to be  avoidable
or  unenforceable
            against  the  Guarantor  under any state
fraudulent  transfer  or
            fraudulent  conveyance act or statute  applied
in any such case or
            proceeding by virtue of Section 544 of the
Bankruptcy Code; or

                  (iii) in a case or  proceeding  commenced
by or against the
            Guarantor  under any law,  statute  or
regulation  other than the
            Bankruptcy  Code  (including,   without
limitation,   any  other
            bankruptcy, reorganization,  arrangement,
moratorium, readjustment
            of debt, dissolution,  liquidation or similar
debtor relief laws),
            the maximum amount which would not otherwise
cause the Guaranteed
            Obligations  (or any other  obligations  of the
Guarantor  to the
            Guaranteed  Parties) to be avoidable or
unenforceable  against the
            Guarantor  under  such  law,  statute  or
regulation   including,
            without  limitation,  any state fraudulent
transfer or fraudulent
            conveyance act or statute applied in any such
case or proceeding.

(The substantive laws under which the possible  avoidance or
unenforceability
of the Guaranteed  Obligations  (or any other  obligations
of the Guarantor to
the  Guaranteed  Parties)  shall be  determined in any such
case or proceeding
shall hereinafter be referred to as the "Avoidance
Provisions").


            (b)   To the end set  forth  in  Section  14(a),
but  only to the
      extent that the  Guaranteed  Obligations  would
otherwise be subject to
      avoidance under the Avoidance  Provisions if the
Guarantor is not deemed
      to have  received  valuable  consideration,  fair
value  or  reasonably
      equivalent  value for the Guaranteed  Obligations,  or
if the Guaranteed
      Obligations  would  render  the  Guarantor
insolvent,   or  leave  the
      Guarantor  with an  unreasonably  small capital to
conduct its business,
      or cause the  Guarantor to have  incurred  debts (or
to have intended to
      have  incurred  debts)  beyond  its  ability  to pay
such  debts as they
      mature,  in each case as of the time any of the
Guaranteed  Obligations
      are deemed to have been  incurred  under the
Avoidance  Provisions  and
      after giving effect to the  contribution  by the
Guarantor,  the maximum
      Guaranteed   Obligations   for  which  the  Guarantor
shall  be  liable
      hereunder  shall be reduced to that amount  which,
after giving  effect
      thereto,  would  not  cause  the  Guaranteed
Obligations  (or any other
      obligations of the Guarantor to the Guaranteed
Parties),  as so reduced,
      to  be  subject  to  avoidance  under  the  Avoidance
Provisions.  This
      Section  14(b)  is  intended  solely  to  preserve
the  rights  of  the
      Guaranteed  Parties hereunder to the maximum extent
that would not cause
      the  Guaranteed  Obligations of the Guarantor to be
subject to avoidance
      under the  Avoidance  Provisions,  and  neither  the
Guarantor  nor any
      other  Person  shall have any right or claim  under
this  Section 14 as
      against the Guaranteed  Parties that would not
otherwise be available to
      such Person under the Avoidance Provisions.

            (c)   None of the  provisions  of this  Section
14 are intended in
      any manner to alter the obligations of any holder of
Subordinated  Debt
      or the rights of the  holders of "senior
indebtedness"  as  provided by
      the terms of the  Subordinated  Debt.  Accordingly,
it is the intent of
      the  Guarantor  that, in the event that any payment or
distribution  is
      made with respect to the Subordinated  Debt prior to
the payment in full
      of the  Guaranteed  Obligations  by  virtue  of the
provisions  of this
      Section 14, in any case or proceeding of the kinds
described in clauses
      (i)-(iii) of Section 14(a), the holders of the
Subordinated  Debt shall
      be obligated to pay or deliver  such payment or
distribution  to or for
      the benefit of the Guaranteed  Parties.  Furthermore,
in respect of the
      Avoidance  Provisions,  it is the  intent  of  the
Guarantor  that  the
      subrogation  rights of the holders of Subordinated
Debt with respect to
      the obligations of the Guarantor under this Guaranty,
be subject in all
      respects to the provisions of Section 14(b).

      SECTION 15. Information.  The Guarantor assumes all
responsibility  for
being and keeping itself  informed of the Borrower's
financial  condition and
assets, and of all other circumstances  bearing upon the
risk of nonpayment of
the Guaranteed  Obligations and the nature, scope and extent
of the risks that
the  Guarantor  assumes  and incurs  hereunder,  and  agrees
that none of the
Guaranteed  Parties will have any duty to advise the
Guarantor of  information
known to it or any of them regarding such circumstances or
risks.

      SECTION 16. Representations  and  Warranties.  The
Guarantor  represents
and warrants as to itself that all  representations and
warranties relating to
it contained in Sections  6.01 through 6.06 of the Credit
Agreement  are true
and correct.

      SECTION 17. Survival of Agreement.  All agreements,
representations and
warranties  made herein  shall  survive  the  execution  and
delivery of this
Guaranty and the Credit  Agreement,  the making of the
Loans,  the issuance of
the Letters of Credit,  and the  execution  and  delivery of
the Notes and the
other Credit Documents.

      SECTION 18. Counterparts.  This  Guaranty and any
amendments,  waivers,
consents or supplements may be executed in any number of
counterparts  and by
different  parties  hereto in  separate  counterparts,  each
of which  when so
executed  and   delivered   shall  be  deemed  an
original,   but  all  such
counterparts together shall constitute but one and the same
instrument.


      SECTION 19. Additional  Guarantors.  Upon  execution
and delivery by any
Subsidiary  of the  Borrower  of an  instrument  in the form
of Annex 1,  such
Subsidiary of the Borrower  shall become a Guarantor
hereunder  with the same
force  and  effect  as  if  originally  named  a  Guarantor
herein  (each  an
"Additional  Guarantor")  and its  obligations  hereunder
shall be joint  and
several  with  the   Guarantor.   The  execution  and
delivery  of  any  such
instrument  shall not require the  consent of any other
Guarantor  hereunder.
The rights and  obligations  of the Guarantor  hereunder
shall remain in full
force and effect  notwithstanding the addition of any
Additional  Guarantor as
a party to this Guaranty.


            IN WITNESS  WHEREOF,  the Guarantor and the
Agent have caused this
Guaranty  to  be  duly  executed  and  delivered  by  their
respective  duly
authorized officers as of the date first above written in
Atlanta, Georgia.

Address for Notices:                CULINARY SOLUTIONS, INC.

1955 Lake Park Dr., S.E.
Suite 400
Smyrna, Georgia  30080

                                    By:/s/  K. W.Engwall
                                    Name:   K. Wyatt Engwall
Attn: Wyatt Engwall                 Title:  Senior Vice
President, Finance

Telecopy: (770) 437-3349
                                   Attest:/s/     John E.
Fountain
                                           Name:  John E.
Fountain
                                           Title: Secretary


[CORPORATE SEAL]


STATE OF GEORGIA
COUNTY OF COBB


Signed, sealed and delivered
in the presence of:

NICOLE DORNBUSCH
Notary Public

Date Executed by Notary:
July 1, 1998


My commission expires:
November 11, 2000


[NOTARIAL SEAL]


                                    SUNTRUST BANK, ATLANTA
                                    ("Agent")


                                    By:/s/  Daniel S.
Komitor
                                          Name:  Daniel S.
Komitor
                                          Title: Vice
President


                                    By:/s/ R. Michael Dunlap
                                          Name: R. Michael
Dunlap
                                          Title:Vice
President

                                    WACHOVIA BANK, N.A.
                                    ("Co-Agent")


                                    By:/s/   John C. Canty
                                          Name: John C.
Canty
                                          Title:Banking
Officer


                                    By:
                                          Name:
                                                Title:

SECTION 12 OF THE
FOREGOING GUARANTY
ACKNOWLEDGED AND
AGREED TO:


MORRISON HEALTH CARE, INC.


By:/s/ K. W. Engwall
   Name: K. Wyatt Engwall
   Title:Senior Vice President, Finance
         and Assistant Secretary



                                  SUPPLEMENT
                                      TO
                         SUBSIDIARY GUARANTY AGREEMENT


            THIS   SUPPLEMENT   TO   SUBSIDIARY   GUARANTY
AGREEMENT   (this
"Supplement to Guaranty Agreement"),  dated as of
___________,  _____, made by
______________________,  a ________ corporation (the
"Additional  Guarantor"),
in favor of SUNTRUST BANK,  ATLANTA, a Georgia banking
corporation,  as Agent
(the  "Agent")  and  WACHOVIA  BANK,  N.A., a national  bank
association,  as
Co-Agent  (the  "Co-Agent")  for the  banks  and  other
lending  institutions
parties to the Credit  Agreement  (as  hereinafter  defined)
and each assignee
thereof becoming a "Lender" as provided therein (the
"Lenders"),  and SUNTRUST
BANK ATLANTA,  as Issuing Bank (the "Issuing Bank"), the
Lenders,  the Issuing
Bank, the Agent and the Co-Agent being collectively
referred to herein as the
"Guaranteed Parties").


                             W I T N E S S E T H:


            WHEREAS,   MORRISON  HEALTH  CARE,  INC.  (the
"Borrower"),   the
Lenders,  the  Issuing  Bank,  the Agent and the  Co-Agent
are  parties to an
Amended and Restated Credit  Agreement,  dated as of July 2,
1998 (as the same
may hereafter be amended,  restated,  supplemented or
otherwise  modified from
time to time, the "Credit Agreement")  pursuant to which the
Lenders have made
commitments  to make loans and the Issuing Bank has
committed to issue Letters
of Credit to the Borrower;

            WHEREAS, Culinary Solutions,  Inc., a Subsidiary
of the Borrower (
the "Subsidiary  Guarantor") has executed and delivered a
Subsidiary  Guaranty
Agreement  dated as of July 2, 1998 (the  "Subsidiary
Guaranty")  pursuant to
which the Subsidiary  Guarantor has agreed to guarantee all
of the obligations
of the Borrower under the Credit  Agreement and the other
Credit Documents (as
defined in the Credit Agreement);

            WHEREAS,   the  Borrower,   the   Subsidiary
Guarantor  and  the
Additional   Guarantor  share  an  identity  of  interests
as  members  of  a
consolidated group of companies engaged in substantially
similar  businesses;
the  Borrower   provides  certain   centralized   financial,
accounting  and
management services to the Additional  Guarantor;  and the
making of the loans
will  facilitate  expansion  and enhance the overall
financial  strength  and
stability  of  the  Borrower's  corporate  group,
including  the  Additional
Guarantor;


            WHEREAS,  it is a condition  subsequent to the
Lenders' obligation
to make loans to the  Borrower  and the  Issuing  Bank's
obligation  to issue
letters of credit on behalf of the Borrower  under the
Credit  Agreement  that
the Additional  Guarantor  execute and deliver to the Agent
this Supplement to
Guaranty  Agreement,  and the  Additional  Guarantor
desires to  execute  and
deliver  this  Supplement  to Guaranty  Agreement  to
satisfy  such  condition
subsequent;

            NOW,  THEREFORE,  in consideration of the
premises and in order to
induce the Lenders to make the loans to the  Borrower  and
the Issuing Bank to
issue letters of credit on behalf of the Borrower under the
Credit  Agreement,
the Additional Guarantor hereby agrees as follows:

1.    Defined  Terms.  Capitalized  terms not otherwise
defined  herein which
are  used in the  Subsidiary  Guaranty  are  used  herein
with  the  meanings
specified for such terms in the Subsidiary Guaranty.

2.    Additional  Guarantor.  The Additional Guarantor
agrees that it shall be
and become a Guarantor for all purposes of the  Subsidiary
Guaranty and shall
be fully  liable,  jointly  and  severally  thereunder  to
the Agent and other
Guaranteed  Parties to the same  extent and with the same
effect as though the
Additional  Guarantor had been a Guarantor originally
executing and delivering
the  Subsidiary  Guaranty.  Without  limiting the
foregoing,  the  Additional
Guarantor  hereby jointly and severally  (with respect to
the guaranties  made
by the Subsidiary  Guarantor under the Subsidiary
Guaranty),  irrevocably and
unconditionally,  guarantees the punctual  payment when due,
whether at stated
maturity  by  acceleration  of  otherwise,  of the
Borrowings  and all  other
Obligations (as defined in the Credit  Agreement,  and
including all renewals,
extensions,   modifications  and  refinancings   thereof,
now  or  hereafter
existing,  whether for principal,  interest,  fees, expenses
or otherwise, and
any and all expenses (including  reasonable  attorneys' fees
actually incurred
and  reasonable  out-of-pocket  expenses)  incurred  by the
Agent  and  other
Guaranteed  Parties in enforcing any rights under the
Subsidiary  Guaranty (as
supplemented hereby),  subject, however, to the limitations
expressly provided
in the  Subsidiary  Guaranty in  Section 14  thereof.  All
references  in the
Subsidiary  Guaranty  to the  "Guarantor"  shall be deemed
to  include  and to
refer to the Additional Guarantor.

3.    Governing Law; Appointment of Agent for Service of
Process;
      Submission to Jurisdiction; Waiver of Jury Trial.

            (a)   THIS  SUPPLEMENT  TO GUARANTY  AGREEMENT
AND THE RIGHTS AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE CONSTRUED
IN ACCORDANCE  WITH
AND BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF).


            (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH
RESPECT  TO  THIS
SUPPLEMENT  TO  GUARANTY  AGREEMENT  RELATED  HERETO  MAY
BE  BROUGHT  IN THE
SUPERIOR  COURT OF  FULTON  COUNTY OF THE STATE OF  GEORGIA
OR OF THE  UNITED
STATES OF AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA,
AND, BY EXECUTION AND
DELIVERY OF THIS SUPPLEMENT TO GUARANTY  AGREEMENT,  THE
ADDITIONAL  GUARANTOR
HEREBY  CONSENTS,   FOR  ITSELF  AND  IN  RESPECT  OF  ITS
PROPERTY,  TO  THE
JURISDICTION  OF THE AFORESAID  COURTS SOLELY FOR THE
PURPOSE OF  ADJUDICATING
ITS  RIGHTS  OR THE  RIGHTS  OF THE  AGENT OR OTHER
GUARANTEED  PARTIES  WITH
RESPECT TO THIS  SUPPLEMENT  TO GUARANTY  AGREEMENT  OR ANY
DOCUMENT  RELATED
HERETO.   THE  ADDITIONAL   GUARANTOR   HEREBY   IRREVOCABLY
DESIGNATES  CSC
CORPORATION  SERVICES OF ATLANTA,  GEORGIA,  AS THE
DESIGNEE,  APPOINTEE  AND
AGENT  OF THE  ADDITIONAL  GUARANTOR  TO  RECEIVE,  FOR AND
ON  BEHALF  OF THE
ADDITIONAL  GUARANTOR,  SERVICE OF PROCESS IN SUCH
JURISDICTION  IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT TO
GUARANTY  AGREEMENT OR
ANY DOCUMENT  RELATED HERETO AND SUCH SERVICE SHALL BE
DEEMED COMPLETED THIRTY
(30) DAYS AFTER MAILING  THEREOF TO SAID AGENT.  IT IS
UNDERSTOOD  THAT A COPY
OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY
FORWARDED BY SUCH LOCAL
AGENT AND BY THE SERVER OF PROCESS BY MAIL TO THE ADDITIONAL
GUARANTOR AT ITS
ADDRESS SET FORTH  HEREIN,  BUT THE  FAILURE OF THE
ADDITIONAL  GUARANTOR  TO
RECEIVE  SUCH COPY  SHALL NOT,  TO THE EXTENT  PERMITTED  BY
APPLICABLE  LAW,
AFFECT  IN ANY WAY THE  SERVICE  OF SUCH  PROCESS.  THE
ADDITIONAL  GUARANTOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING,
WITHOUT LIMITATION,  ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR BASED  ON THE
GROUNDS  OF FORUM  NON
CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE
BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH RESPECTIVE  JURISDICTIONS  IN RESPECT
OF THIS SUPPLEMENT
TO GUARANTY  AGREEMENT OR ANY DOCUMENT RELATED  THERETO.
NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE AGENT TO SERVE  PROCESS IN ANY OTHER
MANNER  PERMITTED
BY LAW OR TO COMMENCE  LEGAL  PROCEEDINGS  OR  OTHERWISE
PROCEED  AGAINST THE
ADDITIONAL GUARANTOR IN ANY OTHER JURISDICTION.

            (c)   TO THE EXTENT  PERMITTED BY APPLICABLE
LAW, THE  ADDITIONAL
GUARANTOR HEREBY  IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY
JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM  ARISING  OUT  OF  OR  IN
CONNECTION  WITH  THIS
SUPPLEMENT  TO GUARANTY  AGREEMENT OR ANY OTHER CREDIT
DOCUMENT OR ANY MATTER
ARISING IN CONNECTION HEREUNDER OR THEREUNDER.


            IN WITNESS  WHEREOF,  the  Additional  Guarantor
has caused  this
Supplement  to Guaranty to be duly  executed and  delivered
under seal by its
duly authorized officers as of the date first above written.

Address for Notices:                      ADDITIONAL
GUARANTOR:



                                    By:
                                         Title:


                                    Attest:
                                              Title:


[CORPORATE SEAL]





                                  EXHIBIT D

                             CLOSING CERTIFICATE

      The undersigned, being the ______________ of MORRISON
HEALTH CARE,
INC., a Georgia corporation (the "Borrower"), hereby gives
this certificate
to induce SUNTRUST BANK, ATLANTA, a Georgia banking
corporation, and the
other Lenders party to the Credit Agreement described below
(referred to
collectively as the "Lenders"), SUNTRUST BANK, ATLANTA, as
the issuing bank
(the "Issuing Bank"), and SUNTRUST BANK, ATLANTA, as Agent
(the "Agent") for
the Issuing Bank and the Lender, and  WACHOVIA BANK, N.A. as
Co-Agent (the
"Co-Agent") for the Issuing Bank and the Lender, to
consummate certain
financial accommodations with the Borrower pursuant to the
terms of the
Amended and Restated Credit Agreement dated as of July 2,
1998 by and among
the Borrower, Lenders, the Issuing Bank, the Agent and the
Co-Agent (the
"Credit Agreement").  Capitalized terms used herein and not
defined herein
have the same meanings assigned to them in the Credit
Agreement:

      The undersigned hereby certifies to the Agent, the Co-
Agent, the
Issuing Bank and the Lenders that:

1.    In his aforesaid capacity as the
______________________ of the
Borrower, he has knowledge of the business and financial
affairs of the
Borrower sufficient to issue this certificate and is
authorized and empowered
to issue this certificate for and on behalf of the Borrower.

2.    All representations and warranties contained in
Article V of the Credit
Agreement are true and correct in all material respects on
and as of the date
hereof.

3.    After giving effect to the initial Loans to be made
to, or initial
Letters of Credit to be issued on behalf of, the Borrower
pursuant to the
Credit Agreement on the Closing Date, no Default or Event of
Default has
occurred and is continuing.

4.    Since the date of the unaudited proforma financial
statements of the
Consolidated Companies described in Section 5.15 of the
Credit Agreement,
there has been no change which has had or could reasonably
be expected to
have a Materially Adverse Effect.

5.    The Advances to be made or Letters of Credit issued on
the date hereof
are being used solely for the purposes provided in the
Credit Agreement, and
such Advances and Letters of Credit and use of proceeds
thereof will not
contravene, violate or conflict with, or involve the Agent,
the Issuing Bank
or any Lender in a violation of, any law, rule, injunction,
or regulation, or
determination of any court of law or other governmental
authority, applicable
to the Borrower.
1.



6.    The conditions precedent set forth in Sections 4.01
and 4.02 of the
Credit Agreement have been or will be satisfied (or have
been waived pursuant
to the terms of the Credit Agreement) prior to or
concurrently with the
making of the initial Loans or issuance of initial Letters
of Credit under
the Credit Agreement.

7.    The execution, delivery and performance by the Credit
Parties of the
Credit Documents will not violate any Requirement of Law or
cause a breach or
default under any of their respective Contractual
Obligations.

8.    Each of the Credit Parties has the corporate power and
authority to
make, deliver and perform the Credit Documents to which it
is a party and has
taken all necessary corporate action to authorize the
execution, delivery and
performance of such Credit Documents.  No consents or
authorization of, or
filing with, any Person (including, without limitation, any
governmental
authority), is required in connection with the execution,
delivery or
performance by any Credit Party, or the validity or
enforceability against
any Credit Party, of the Credit Documents, other than such
consents,
authorizations or filings which have been made or obtained.

      IN WITNESS WHEREOF, the undersigned has executed this
certificate in
his aforesaid capacity as of this 2nd day of July, 1998.



                                    By:
                                    Title:




                                   EXHIBI E
                                   --------




                                 July 2, 1998


To:   Each of the Lenders who are parties to the Credit
Agreement referenced
      below and each assignee thereof that becomes a
"Lender" as provided
      therein, SunTrust Bank, Atlanta, as Swing Line Lender,
Issuing Bank and
      Agent, and Wachovia Bank, N.A., as Co-Agent

      Re:   Amended and Restated Credit Agreement dated as
of July 2, 1998
            (the "Credit Agreement"), among Morrison Health
Care, Inc., each
            of the Lenders listed on the signature pages
thereto, SunTrust
            Bank, Atlanta, as Swing Line Lender , Issuing
Bank and Agent, and
            Wachovia Bank, N.A., as Co-Agent

Ladies and Gentlemen:

      This opinion is furnished pursuant to Section 4.01(i)
of the Credit
Agreement.  Terms used herein which are defined in the
Credit Agreement shall
have the respective meanings set forth or referred to in the
Credit
Agreement, unless otherwise defined herein.

      We have acted as counsel for Morrison Health Care,
Inc., a Georgia
corporation (the "Borrower"), and Culinary Solutions, Inc.,
a Georgia
corporation (the "Guarantor"; and together with the
Borrower, the "Credit
Parties"), in connection with the preparation, negotiation,
execution and
delivery of the following documents (the "Credit
Documents"):

            1.    The Credit Agreement;

            2.    The Revolving Credit Notes;

            3.    The Swing Line Note; and

            4.    The Guaranty Agreement.

      In connection with our opinion we have examined the
Credit Documents
and the corporate proceedings of the Boards of Directors of
the Credit
Parties.  We have also examined originals or copies,
certified or otherwise
identified to our satisfaction, of such documents, corporate
records,
certificates of public officials and other instruments and
have conducted
such other investigations of fact and law as we have deemed
necessary or
advisable for purposes of this opinion.

      This opinion letter is limited by, and is rendered in
accordance with,
the January 1, 1992 edition of the Interpretive Standards
applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted
by the Legal
Opinion Committee of the Corporate and Banking Law Section
of the State Bar
of Georgia ("Interpretive Standards"), which Interpretative
Standards are
incorporated in this opinion letter by this reference.

      We have assumed the genuineness of all signatures
(other than those on
behalf of the Credit Parties) on, and authenticity of, all
documents
submitted to as originals and the conformity to original
documents of all
documents submitted to us as copies.

      With respect to any element of mutuality which may be
required in order
to support the enforceability of the Credit Documents, we
have assumed that
all parties thereto other than the Credit Parties (the
"Other Parties") have
all requisite power and authority to enter into and perform
their respective
obligations under the Credit Agreement and the other Credit
Documents to
which they are parties, that the Credit Agreement and such
other Credit
Documents have been duly authorized, executed and delivered
by the Other
Parties, and that the Credit Agreement and such other Credit
Documents
constitute the legal, valid and binding obligations of the
Other Parties.

      Based on the foregoing, and subject to the
qualifications hereunder set
forth, we are of the opinion that:

            1.    Each of the Credit Parties is a
corporation duly organized,
validly existing and in good standing under the laws of the
state of its
incorporation.

            2.    Each of the Credit Parties has the
corporate power to own
and operate its property and to conduct its business as now
conducted and to
make, deliver and perform the Credit Documents to which it
is a party and has
taken all necessary corporate action to authorize the
execution, delivery and
performance of such Credit Documents.  Each of the Credit
Parties has duly
authorized, executed and delivered each Credit Document to
which it is a
party.

            3.    No consent, approval or authorization of,
or registration,
declaration or filing with any governmental authority of the
United States of
America or the State of Georgia is required in connection
with the execution,
delivery, performance, validity or enforceability of the
Credit Documents.

            4. (a)      The execution, delivery and
performance by each of
the Credit Parties of the Credit Documents to which it is a
party do not and
will not violate (i) the articles of incorporation of such
Credit Party,
(ii) any existing Requirement of Law (other than any
determination of an
arbitrator or a court or other governmental authority) of
the United States
of America or the State of Georgia applicable to such Credit
Party, or
(iii) insofar as known to us, any determination of an
arbitrator or a court
or other governmental authority applicable to such Credit
Party.

      (b)   The execution, delivery and performance by the
Borrower of the
Credit Documents to which it is a party do not and will not
result in a
breach of or default under any material written agreements
or the creation or
imposition of a contractual lien or security interest in, on
or against any
of its properties under any material written agreements.
With your
permission we have assumed the term "material written
agreements" as used in
the preceding sentence includes only the Sharing Agreements.

            5.    Each of the Credit Documents constitutes
the legal, valid
and binding obligation of each of the Credit Parties that is
a party thereto,
enforceable against each such Credit Party in accordance
with its terms.  The
provisions of the Credit Documents with respect to payment
of interest, fees,
costs and other charges for the use of money deemed to be
interest under
Georgia law (collectively "Interest Charges") do no violate
the interest and
usury laws as in effect in the State of Georgia.

            6.    None of the Credit Parties is an
"investment company" or a
company "controlled" by an "investment company" within the
meaning of the
Investment Company Act of 1940, as amended, or a "subsidiary
company" of a
"holding company" or an "affiliate" of a "holding company"
or of a
"subsidiary company" of a "holding company" within the
meaning of the Public
Utility Holding Company Act of 1935, as amended.

            7.    The making of any Loans and the
application of the proceeds
thereof as provided in the Credit Agreement do not violate
Regulation G, T, U
or X of the Board of Governors of the Federal Reserve
System.

            Our opinions set forth above are subject to the
following
qualifications:

      A.    Our opinions are limited to the laws of the
United States of
America and the State of Georgia.

      B.    With respect to the opinions contained in
paragraph 1 above, we
have not obtained tax clearance certificates from the taxing
authorities of
the relevant jurisdictions.

      C.    With respect to the opinion expressed in
paragraph 5 above, we
have assumed that:

            i)    the Interest Charges have been or will be
applied for the
purposes described in the Credit Documents; and

           ii)    all such Interest Charges have been or
will be applied for
purposes described in the Credit Documents;

          iii)    interest will not be charged on overdue
interest, in
violation of O.C.G.A. 7-4-17; and

           iv)    the Interest Charges shall not exceed five
percent (5%) per
month in violation of O.C.G.A. 7-4-18;

      Based upon the limitations and qualifications set
forth above, we
confirm to you that:

            i)    Except for the claims described in
Schedule 5.05 to the
Credit Agreement, to our knowledge (but without independent
investigation),
no litigation, investigation or proceeding of or before any
court, tribunal,
arbitrator or governmental authority is pending or overtly
threatened by a
written communication by or against any of the Credit
Parties or against any
of their respective properties or revenues or with respect
to the Credit
Documents or any of the transactions contemplated thereby
which would have a
Materially Adverse Effect.

           ii)    Each of the Credit Parties is qualified to
transact
business as a foreign corporation in the states set forth in
Exhibit A
hereto, except as noted to the contrary hereinbelow.  The
foregoing statement
is based solely upon certificates provided by agencies of
those states,
copies of which Borrower has delivered to you on the date
hereof, and is
limited to the meaning ascribed to such certificates by each
applicable state
agency.  In this connection, we draw to your attention that
we were unable to
obtain certificates of authority for the Borrower from the
District of
Columbia and Arkansas, due to the apparent failure of the
Borrower to file
its annual reports and/or pay any applicable franchise taxes
in those
jurisdictions.  We have been advised that curative measures
are being taken
by the Borrower to bring itself into good standing in those
two jurisdictions.


      This opinion has been delivered solely for the benefit
of the Lenders,
the Issuing Bank, the Agent and the Co-Agent, and their
permitted successors
and assigns under the Credit Agreement, and may not be
relied upon by any
other person or entity or for any other purpose without the
express written
permission of the undersigned.

                              Very truly yours,



                  POWELL, GOLDSTEIN, FRAZER & MURPHY LLP








                                  EXHIBIT A


Morrison Health Care, Inc. (GA)

      Foreign Qualifications:

            Alabama
            Arizona
            Arkansas*
            California
            Colorado
            Connecticut
            Delaware
            District of Columbia*
            Florida
            Illinois
            Indiana
            Iowa
            Kentucky
            Louisiana
            Maine
            Maryland
            Massachusetts
            Michigan
            Mississippi
            Missouri
            New Hampshire
            New Jersey
            New York
            North Carolina
            Ohio (d/b/a Morrison Food and Nutrition
Services)
            Oklahoma
            Pennsylvania
            South Carolina
            Tennessee
            Texas
            Vermont
            Virginia
            West Virginia

Culinary Solutions, Inc. (GA)

      Foreign Qualifications:

            Maryland


* Not in good standing.








                                   EXHIBIT_F

                  FORM OF ASSIGNMENT AND ACCEPTANCE
AGREEMENT


            ASSIGNMENT AND ACCEPTANCE  AGREEMENT (the
"Assignment  Agreement")
dated         as        of         _____________,
19__         between
______________________________________________
("Assignor")        and
__________________________________  ("Assignee").  All
capitalized  terms used
herein and not otherwise  defined shall have the respective
meanings provided
such terms in the Credit Agreement referred to below.

                             W I T N E S S E T H:

            WHEREAS,  Assignor  is a party to an Amended and
Restated  Credit
Agreement,  dated as of July 2,  1998 (as  amended  to the
date  hereof,  the
"Credit  Agreement"),  among Morrison Health Care, Inc. (the
"Borrower"),  the
financial  institutions from time to time party thereto
(including  Assignor,
the  "Lenders")  SunTrust  Bank,  Atlanta,  as the Issuing
Bank (the  "Issuing
Bank"),  SunTrust Bank,  Atlanta,  as Agent (the "Agent")
for the Issuing Bank
and the Lenders,  and Wachovia Bank,  N.A., as Co-Agent
("Co-Agent")  for the
Issuing Bank and Lenders (the "Co-Agent");

            WHEREAS,  Assignor has a Revolving Loan
Commitment of $___________
under the Credit Agreement pursuant to which it has made
outstanding  Advances
of $_____________;  and

            WHEREAS,   Assignor  and  Assignee  wish
Assignor  to  assign  to
Assignee  its  rights  under the  Credit  Agreement  with
respect to all or a
portion of its Commitment and its outstanding Advances;

            WHEREAS,  Assignor  and  Assignee  wish
Assignee  to  assume  the
obligations  of  Assignor  under the  Credit  Agreement  to
the  extent of the
rights so assigned;

            NOW THEREFORE,  in consideration of the mutual
agreements  herein
contained, the parties hereto agree as follows:






            1.    Assignment.  Assignor  hereby  assigns to
Assignee,  without
recourse,  or  representation  or  warranty  (other  than
expressly  provided
herein) and subject to Section 4(b)  hereof,  ___% as the
"Assignee's  Share"
("Assignee's  Share") of all of Assignor's rights,  title
and interest arising
under the Credit Agreement relating to Assignor's
Commitment,  including with
respect to Assignee's  Share of the Advances  heretofore
made by the Assignor
under  the  Credit  Agreement.  The  dollar  amount  of
Assignee's  Share  of
Assignor's  Commitment is $__________,  the dollar amount of
Assignee's  Share
of Assignor's outstanding Advances pursuant thereto is
$__________.

            2.    Assumption.  Assignee  hereby  assumes
from  Assignor all of
Assignor's   obligations  arising  under  the  Credit
Agreement  relating  to
Assignee's  Share of  Assignor's  Commitment  and of the
Advances.  It is the
intent of the parties  hereto that Assignor  shall be
released from all of its
obligations under the Credit Agreement relating to
Assignee's Share.

            3.    Assignments;  Participations.  Assignee
may not  assign all
or any  part of the  rights  granted  to it  hereunder.
Assignee  may sell or
grant  participations in all or any part of the rights
granted to it hereunder
in accordance with the provisions of Section 10.06 of the
Credit Agreement.

            4.    Payment of Interest and Fees to Assignee.

                  (a) As  of  the  date  hereof  interest
is  payable  by the
Borrower in respect of Assignee's  Share of the Eurodollar
Advances at a rate
equal to ___% per annum above LIBOR for Revolving  Loans and
a Commitment  Fee
equal to ___% per annum on the  Assignee's  Share of the
average  daily unused
portion of the Commitments.

                  (b)   Notwithstanding  anything to the
contrary contained in
this  Assignment  Agreement,  if and when  Assignor
receives or collects  any
payment of interest on any Advance  attributable  to
Assignee's  Share or any
payment of the Commitment Fee  attributable to Assignee's
Share which, in any
such case,  are required to be paid to Assignee  pursuant to
clause (a) above,
Assignor  shall  distribute  to Assignee  such  payment but
only to the extent
such  interest  or  fee  accrued  after  the  Assignment
Effective  Date  (as
hereinafter defined).

                  (c)   Notwithstanding  anything to the
contrary contained in
this  Assignment  Agreement,  if and when  Assignee
receives or collects  any
payment of  interest  on any  Advance or any  payment  of
the  Commitment  Fee
which,  in any such case,  is  required  to be paid to
Assignor  pursuant  to
clause (a) above, Assignee shall distribute to Assignor such
payment.

            5.    Payments on Assignment  Effective Date. In
consideration of
the  assignment  by Assignor to Assignee  of  Assignee's
Share of  Assignor's
Revolving  Loan  Commitment,  Term  Loan  and  Advances  as
set  forth  above,
Assignee  agrees to pay to  Assignor on or prior to the
Assignment  Effective
Date an amount  specified by Assignor in writing on or prior
to the Assignment
Effective Date which  represents  Assignee's  Share of the
principal amount of
the respective  Advances made by Assignor pursuant to the
Credit Agreement and
outstanding on the Assignment Effective Date.


            6.    Effectiveness.  (a) This  Assignment
Agreement shall become
effective on the date (the  "Assignment  Effective  Date")
(which is at least
five days after the date  hereof) on which  (i) Assignor
and  Assignee  shall
have signed a copy hereof  (whether the same or different
copies) and, in the
case  of  Assignee,  shall  have  delivered  the  same to
Assignor,  (ii) the
Borrower  shall have  consented  hereto,  (iii) a  copy of
the fully  executed
Assignment,  a fee of  $2,500  and the  Note  evidencing
the  Commitment  and
assigned  hereby  shall have been  delivered to the Agent,
and  (iv) Assignee
shall have paid to Assignor the amount set forth in Section
5.

                  (b)   It  is  agreed  that  all   interest
on  any  Advance
attributable  to Assignee's  Share and all  Commitment  Fees
attributable  to
Assignee's  Share,  which,  in each case,  accrues on and
after the Assignment
Effective  Date shall be paid directly to the Assignee in
accordance  with the
Credit Agreement.

            7.    Amendment of Credit Agreement.  On the
Assignment  Effective
Date the  Credit  Agreement  shall be  amended by  deeming
the  signature  of
Assignee  herein as a signature to the Credit  Agreement.
The Assignee  shall
be deemed a "Lender" for all purposes under the Credit
Agreement and shall be
subject  to and shall  benefit  from all of the rights  and
obligations  of a
Lender  under the Credit  Agreement.  The address of the
Assignee  for notice
purposes  shall be as set  forth  below,  and the  Credit
Agreement  shall be
amended by deeming  such  signature  page and address to be
included  thereon.
Without  limiting the  generality of the  foregoing,
Assignee  agrees that it
will  perform  its  obligations  as a Lender  under the
Credit  Agreement  as
required by the terms thereof and Assignee  appoints and
authorizes the Agent
to take such  actions as Agent on its behalf and  exercise
such powers  under
the Credit  Agreement  and the other loan  documents  as are
delegated to the
Agent by the terms of the Credit  Agreement  and the other
credit  documents,
together with such powers as are reasonably incidental
thereto.

            8.    Representations  and  Warranties.  Each of
the  Assignor and
the Assignee represents and warrants to the other party as
follows:

                  (a)   it has full  power  and  authority,
and has taken all
action  necessary,  to execute and deliver this  Assignment
Agreement  and to
fulfill  its   obligations   under,   and  to  consummate
the   transactions
contemplated by, this Assignment Agreement;

                  (b)   the making and  performance  by it
of this  Assignment
Agreement  and all  documents  required to be  executed  and
delivered  by it
hereunder  do  not  and  will  not  violate  any  law  or
regulation  of  the
jurisdiction of its  incorporation  or any other law or
regulation  applicable
to it;

                  (c)   this  Assignment  Agreement has been
duly executed and
delivered  by it and  constitutes  its legal,  valid and
binding  obligation,
enforceable in accordance with its terms; and


                  (d)   all  consents,  licenses,
approvals,  authorizations,
exemptions,  registrations,  filings,  opinions and
declarations  from or with
any agency,  department,  administrative  authority,
statutory corporation or
judicial  entity  necessary  for  the  validity  or
enforceability   of  its
obligations  under  this  Assignment  Agreement  have  been
obtained,  and no
governmental  authorizations  other than any already
obtained are required in
connection  with its execution,  delivery and  performance
of this  Assignment
Agreement.

            9.    Expenses.  The  Assignor  and the
Assignee  agree that each
party  shall bear its own  expenses in  connection  with the
preparation  and
execution of this Assignment Agreement.

            10.   Miscellaneous.  (a) Assignor  shall  not
be  responsible  to
Assignee  for  the  execution   (by  any  party  other  than
the   Assignor),
effectiveness,   genuineness,  validity,  enforceability,
collectibility  or
sufficiency  of the Credit  Agreement,  the Note or the
Guaranty  Agreement or
for any  representations,  warranties,  recitals or
statements made therein or
in any written or oral  statement  or in any  financial  or
other  statements,
instruments,  reports,  certificates  or any other documents
made or furnished
or made  available  by Assignor to Assignee or by or on
behalf of the Borrower
or any  Guarantor  to  Assignor  or  Assignee  in
connection  with the Credit
Agreement,   the  Note  or  the  Guaranty   Agreement  and
the   transactions
contemplated  thereby.  Assignor shall not be required to
ascertain or inquire
as to  the  performance  or  observance  of  any  of  the
terms,  conditions,
provisions,  covenants or agreements  contained in the
Credit  Agreement,  the
Note  or the  Guaranty  Agreement  or as to the  use  of the
proceeds  of the
Advances  or as to the  existence  or  possible  existence
of any event which
constitutes  an Event of  Default  or which  with the
giving of notice or the
passage of time or both would constitute an Event of
Default.

                  (b)   Assignee  represents and warrants
that it has made its
own independent  investigation  of the financial  condition
and affairs of the
Borrower and each Guarantor in connection  with the making
of the Advances and
the  assignment  of  Assignee's   Share  of  Assignor's
Commitments  and  of
Assignor's  Advances to Assignee  hereunder and has made and
shall continue to
make  its own  appraisal  of the  creditworthiness  of the
Borrower  and each
Guarantor.  Assignor shall have no duty or responsibility
either initially or
on a continuing basis to make any such  investigation or any
such appraisal on
behalf  of  Assignee  or  to  provide   Assignee  with  any
credit  or  other
information  with respect thereto,  whether coming into its
possession  before
the  making  of the  Advances  or at any time or times
thereafter  and  shall
further  have no  responsibility  with  respect  to the
accuracy  of,  or the
completeness of, any information provided to Assignee,
whether by Assignor or
by or on behalf of either the Borrower or any Guarantor.

                  (c)   THE VALIDITY,  CONSTRUCTION AND
ENFORCEABILITY OF THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF GEORGIA.

                  (d)   No term or provision of this
Assignment  Agreement may
be  changed,  waived,   discharged  or  terminated  orally,
but  only  by  an
instrument in writing signed by both parties.


                  (e)   This  Assignment  Agreement  may be
executed in one or
more counterparts,  each of which shall be an original but
all of which, taken
together, shall constitute one and the same instrument.

                  (f)   The  Assignor  may at any  time or
from  time to time
grant to  others  assignments  or  participations  in its
Commitments  or the
Advances  but not in the  portions  thereof  assigned to
Assignee  pursuant to
this Assignment  Agreement.  The Assignor  represents and
warrants that it has
not at any time prior to the Assignment  Effective Date
encumbered or assigned
the portion of its Commitments or Advances being assigned
hereunder.

                  (g)   All  payments  hereunder  or  in
connection  herewith
shall be made in Dollars and in  immediately  available
funds,  if payable to
the  Assignor,  to the account of the Assignor at its
address as designated in
the Credit Agreement,  and, if payable to the Assignee,  to
the account of the
Assignee's address, as designated on the signature page
hereof.

                  (h)   This  Assignment  Agreement  shall
be binding upon and
inure to the benefit of the  parties  hereto and their
respective  successors
and assigns.  Neither of the parties  hereto may assign or
transfer any of its
rights or  obligations  under  this  Assignment  Agreement
without  the prior
consent of the other party.

                  (i)   All  representations  and
warranties  made herein and
indemnities  provided  for  herein  shall  survive  the
consummation  of  the
transaction contemplated hereby.

                  (j)   The  Assignee  acknowledges  receipt
of copies of the
documents  received in connection  with the  transactions
contemplated by the
Credit Agreement, the Guaranty Agreement and this Assignment
Agreement.


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

                                    [NAME OF ASSIGNOR]


                                    By:
                                         Title:


Assignee's Share of                 [NAME OF ASSIGNEE]
Revolving Loan Commitment:

$                                   By:
                                       Title:



Address:





Tel. No:
Fax No:

CONSENTED TO AS OF THE
DATE SET FORTH ABOVE:

MORRISON HEALTH CARE, INC.


By:
   Title:




MORRISON HEALTH CARE, INC.

EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE
EARNINGS
(Amounts in thousands, except per share data)



                                                  Year ended

                                      May 31, 1998
May 31, 1997
                                     ----------------     --
---------------

Basic
Average shares
outstanding..........................      11,938
11,785

Net
income...............................     $11,552
$10,286
                                     ================
=================

Per share
amount...............................      $ 0.97
$ 0.87
                                     ================
=================

Diluted
Average shares
outstanding..........................      11,938
11,785
Net effect of dilutive stock
options-based on the treasury stock
method using average market
price.................................        254
56
                                     ----------------     --
---------------

Total................................      12,192
11,841
                                     ================
=================

Net
income..............................      $11,552
$10,286
                                     ================
=================

Per share
amount..............................      $ 0.95
$ 0.87
                                     ================
=================


EXHIBIT 13


Morrison Financials



1998 Financial Review
Morrison Health Care, Inc. and Subsidiaries



Selected Financial Data
14

Management's Discussion and Analysis of
Financial Condition and Results of Operations
15

Consolidated financial Statements
18

Notes to Consolidated Financial Statements
22

Report of Independent Auditors
32

Directors and Officers
33

Shareowner Information
33



Selected Financial Data
Morrison Health Care, Inc. and Subsidiaries

The following table summarizes certain selected financial
information with
respect to Morrison Health Care, Inc. (the Company or MHCI)
and is derived
from the Financial Statements of MHCI. The Selected
Financial Data of MHCI is
presented as if MHCI had been a separate entity for fiscal
years 1996, 1995
and 1994. The financial information presented below for
1996, 1995 and 1994,
may not be indicative of MHCI's future performance as an
independent company.
The information set forth below should be read in
conjunction with
"Management's Discussion and Analysis of Financial Condition
and Results of
Operations," the Financial Statements of MHCI and notes
thereto, and the
Unaudited Pro Forma Financial Information of MHCI included
in Note 2 of the
Notes to Consolidated Financial Statements. Weighted average
shares for 1996
were determined as if the shares issued in connection with
the Distribution
were outstanding from the beginning of the year. Earnings
per share and
dividend data have not been presented for fiscal years 1995
and 1994 as MHCI
was not a separate publicly held company prior to March
1996.


Net income for fiscal year 1994 includes the results of
education, business
and industry ("B&I") operations which were sold in fiscal
year 1995. Net
income for fiscal year 1995 includes an after-tax gain of
$25.8 million from
the sale of certain B&I contracts and assets to Gardner
Merchant Services,
Inc. for a cash payment of $100 million. The remaining B&I
accounts were
closed.


                                                    For the
fiscal year+

(in thousands, except per share data)             1998
1997       1996        1995       1994
Consolidated statements of income data:
  Managed volume (estimated and unaudited)    $504,400
$464,800   $435,600    $408,300          *
  Revenues                                    $250,371
$221,011   $219,995    $225,392   $461,780
  Income before provision for income taxes    $ 19,065   $
17,576   $ 16,011    $ 65,295   $ 21,588
  Provision for federal and state income taxes   7,513
7,290      6,731      28,469      8,351
  Net income                                  $ 11,552   $
10,286   $  9,280    $ 36,826** $ 13,237

  Earnings per share - Basic                  $   0.97   $
0.87   $   0.79
  Earnings per share - Diluted                $   0.95   $
0.87   $   0.79

  Weighted average common shares - Basic        11,938
11,785     11,673
  Net dilutive effect of stock options and
    nonvested stock awards                         254
56         51
  Weighted average common shares - Diluted      12,192
11,841     11,724


   + Fiscal year 1998 is a 12-month year. Fiscal years 1997,
1996, 1995 and
1994 are composed of 52 weeks.
   * Fiscal year 1994 information is not presented because
it included B&I
information.
** Includes an after-tax gain of $25.8 million from the sale
of the B&I
operations.

Other Financial Data:
      Total assets                            $  84,374   $
60,203 $  61,101   $  69,028   $105,964
      Long-term debt                          $  31,690   $
15,022 $  20,034   $  19,245   $  3,128
      Stockholders' equity                    $   8,372   $
5,628 $   4,716   $   9,015   $ 51,164
      Cash dividends per share of common stock$    0.82   $
0.82 $   0.205***        -          -
      Working capital                         $   7,344   $
3,891 $   8,677   $  13,318   $  9,239
      Current ratio                               1.2:1
1.1:1     1.3:1       1.5:1      1.2:1

***Dividends were not paid prior to the fourth quarter of
fiscal year 1996.



Management's Discussion and Analysis of Financial Condition
and Results of
Operations


Morrison Health Care, Inc. and Subsidiaries

This discussion should be read in conjunction with the
Financial Statements
and related notes found on pages 18 to 31.

RESULTS OF OPERATIONS
Effects of Distribution on Results of Operations
Effective March 9, 1996, Morrison Health Care, Inc. (the
Company or MHCI) was
spun-off (the Distribution) from Morrison Restaurants Inc.
(MRI), becoming an
independent corporation trading under the symbol MHI on the
New York Stock
Exchange. Management believes that the Distribution (see
Note 2 of the Notes
to Consolidated Financial Statements) has had a material
impact on the
results of operations due to the added separate company
costs that are
incurred by MHCI. The estimated effect of the Distribution
on the results of
operations of MHCI for the fiscal year ended June 1, 1996,
is presented in
the Unaudited Pro Forma Financial Information on pages 23 to
24. Such pro
forma financial information is presented as if the
Distribution had been
effective as of June 3, 1995.

1998 Compared To 1997

Overview
In MHCI's second full year as an independent company, fiscal
year 1998 again
demonstrated strong financial results, with increases in
managed volume,
revenue, operating profit and net income. The
accomplishments are due to
continued focus on cost reductions in all accounts, growth
in existing
accounts, strong new account sales, and the acquisitions of
Drake Management
Services, Inc. (January 1998) and Spectra Services, Inc.
(March 1998) in the
senior living market. (See Note 3 of the Notes to
Consolidated Financial
Statements for more information.)
      MHCI is the only national, publicly held company which
specializes exclusively in health care food and nutrition
services.
MHCI's client base includes some of the largest and most
prestigious
hospitals in the United States.

Managed Volume/Revenue
The Company performs its services pursuant to one of two
types of contracts,
either management fee or profit and loss. While actual
services performed are
the same, revenue recognition varies by type of contract. In
a management fee
account, MHCI manages the services and facilities, but the
client is
responsible for all or nearly all the costs. Revenues and
fees are recognized
for the amount of the contractually agreed-upon management
fee plus any
earned incentives plus the amount of any expenses or
employee payroll costs
paid by the Company and charged back to the client. In a
profit and loss
account, MHCI assumes the risk of profit or loss for the
foodservice
operation. For such accounts, the amount of revenue reported
is the actual
revenue generated from meals served to patients, client
employees and
visitors. Because of the difference between the amount of
revenue that is
reported for the fee account (net management fees plus
reimbursed expenses)
and the profit and loss account (gross revenues of meal
sales), Management
uses the concept of managed volume to evaluate the Company's
true growth.
Managed volume is defined by MHCI as the total cost of
operating the
foodservices, regardless of which type of contract exists
with the client.
Management believes managed volume is a better indicator of
performance
because it measures total activity from all client accounts
and provides an
indication of what gross revenues would be if the Company
performed all
services pursuant to profit and loss contracts.
      Managed volume increased $39.6 million or 8.5% in
fiscal year 1998 when
compared to fiscal year 1997. Revenue increased $29.4
million or 13.3% in
1998 as compared to 1997. The primary sources of these
increases were growth
at existing accounts, including adding vending operations
and increasing
employee payrolls, opening more accounts and larger accounts
than accounts
which were closed, and key acquisitions.

Gross Profit
Gross profit, defined as revenue less operating expenses,
increased $3.3
million or 8.4% for 1998. Growth of existing account
business, continued
emphasis on food and labor cost reductions, and acquisitions
all contributed
to the favorable results.

Selling, General and Administrative
Although selling, general and administrative expenses
increased compared to
the prior year, they decreased as a percentage of managed
volume and revenue.
The expenses were 4.5% of managed volume in fiscal year 1998
and were 4.6% of
managed volume in fiscal year 1997. In fiscal year 1998,
these expenses were
9.2% of revenues versus 9.7% in fiscal year 1997. Compared
to fiscal year
1997, the expenses increased $1.5 million or 7.1%, versus
the revenue
increase of 13.3% for the same period.

Interest Expense, Net
Interest expense increased 39.0% compared to the prior year
due
to higher debt levels associated with the Company's
acquisitions
and increased capital expenditures for both the Advanced
Culinary
CentersT and improvements to the management information
systems.

Federal and State Income Taxes
The combined federal and state effective tax rate decreased
to 39.4% in 1998
from 41.5% in 1997. The higher effective income tax rate in
fiscal 1997 as
compared to fiscal 1998 is primarily due to higher non-
deductible expenses in
fiscal 1997.

1997 COMPARED TO UNAUDITED PRO FORMA 1996

Overview
In MHCI's first full year as an independent company, fiscal
year 1997
showed strong financial results with increases in managed
volume,
revenue, operating profit and net income. These achievements
were
due to continued focus on cost reduction in accounts and
growth
in existing accounts.

Managed Volume/Revenue
Managed volume is the Company's method of measuring total
growth by
determining the total amount of foodservices that the
Company manages. In
fiscal year 1997, managed volume increased $29.2 million or
6.7% when
compared to fiscal year 1996. This increase was due to
growth at existing
accounts and to opening accounts with larger managed volumes
than at accounts
which were closed.
      Revenue increased $1.0 million or 0.5% in fiscal year
1997 when
compared to fiscal year 1996. The increase was due to the
increases in
revenues at existing accounts, attributable primarily to
adding vending
operations and employee payroll at those accounts.

Gross Profit
Gross profit, defined as revenue less operating expenses,
increased $0.4
million or 1% for 1997. The continuing emphasis on food and
labor cost
reductions combined with the general business growth at
numerous existing
accounts generated the improvements in gross profit.

Selling, General and Administrative
Selling, general and administrative expenses decreased
slightly as
a percentage of managed volume and revenue due to improved
control of expenses.

Interest Expense, Net
Interest expense decreased 47% as the Company funded most of
its activities with internally-generated funds, resulting in
lower
debt levels in fiscal year 1997.

Federal and State Income Taxes
The combined federal and state effective tax rate decreased
to
41.5% in 1997 from 42.1% in 1996.

IMPACT OF YEAR 2000

Currently, there is significant uncertainty within the
software industry and
among software users regarding the impact of installed
software that has been
programmed to accept only two-digit entries in the date code
fields and use
such two-digit entries in the software's calculation and
report generation
formats. Current versions of the Company's products have
been and are being
assessed to determine the impact of becoming "Year 2000"
compliant.
Similarly, as part of its continuing review and improvement
of systems and
operations, the Company is in the process of modifying or
replacing certain
software programs to avoid any detrimental effects in its
installed software
programs while upgrading and enhancing the overall
effectiveness of its
information management systems. The project is expected to
be completed well
in advance of December 31, 1999. While this project includes
both Year 2000
issues and general improvements, the estimate of the costs
to address both
issues is less than $5 million, most of which has already
been spent. The
Company does not expect this project to pose significant
operational problems
for the Company. However, the Company cannot make any
assurances that the
Company will
not be exposed to any potential claims resulting from the
system problems
associated with the century change. See "Special Note
Regarding
Forward-Looking Information."

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow, Capital Expenditures and Financing
Due to the nature of its contract foodservice business, MHCI
is able to
maintain a relatively steady cash flow. Cash flow from
operations has
historically financed MHCI's capital investments. MHCI plans
for controlled
expansion over the next several years and anticipates that
cash flow from
operations plus utilization of the existing lines of credit
will be
sufficient to provide for this expansion. See "Special Note
Regarding
Forward-Looking Information."
      To partially finance its activities in fiscal 1998,
MHCI used a $50
million, five-year credit facility from various financial
institutions. Of
the total facility, $30 million was revolving lines of
credit. The Company
had $17.5 million outstanding under the terms of these lines
of credit at May
31, 1998. The remaining $20 million of the credit facility
was a five-year
term note which was being repaid in quarterly installments
of $1.25 million
since June 30, 1997. The credit facility contained
restrictions on incurring
additional indebtedness and certain funded debt, net worth
and fixed charge
coverage requirements.
      The Company managed the interest costs of the term
note through an
interest rate swap agreement. This swap agreement
effectively fixed the
interest rate for the period of the term note at 6.7%.
      For day-to-day operating activities, additional lines
of credit allow
borrowing up to $5 million. The Company had $4.2 million
under this agreement
at May 31, 1998.
      On May 31, 1998, MHCI had $36.7 million outstanding in
total debt, an
increase of $16.7 million from the prior year.
      Subsequent to May 31, 1998, the Company replaced its
$50 million credit
facility with a $75 million revolving credit line from four
financial
institutions. Concurrent with this transaction, the Company
cancelled the
related interest rate swap agreement that had effectively
fixed the interest
rate for the term portion of that facility. The new credit
line has a
variable interest rate based upon LIBOR and variable
interest payment
requirements. The principal is due no later than June 30,
2003. The initial
amount borrowed was $35.4 million, all of which was used to
repay the balance
due on the $50 million and $5 million credit facilities.
      Also in June 1998, the Company entered into two
interest rate swap
agreements to reduce the impact of changes in the interest
rates on its
floating rate debt and to exchange floating rate for fixed
rate payments at
certain dates. These swap agreements expire in June 2003 and
June 2008 and
effectively convert $20 million of variable rate borrowings
to fixed.
      Trade accounts receivable make up the majority of
MHCI's total current
assets. Historically, the average days outstanding in trade
accounts
receivable is less than one month and bad debt expense has
been minimal.
      MHCI requires capital principally for acquisitions,
new accounts,
equipment replacement and remodeling of existing accounts
and the
construction of Advanced Culinary Centers,T a food
preparation and delivery
system that was initiated in fiscal 1998. Cash provided by
operating
activities approximated $10.3 million for fiscal year 1998.
Capital
expenditures were approximately $8.9 million, an increase of
$4.1 million or
83% compared to the prior year period. Capital expenditures
are anticipated
to total $12 million to
$15 million in fiscal year 1999. MHCI plans to finance this
amount primarily through internally generated funds. See
"Special Note
Regarding Forward-Looking Information."

Working Capital
As of May 31, 1998, working capital was $7.3 million while
the current ratio
was 1.2:1. Working capital increased $3.5 million and the
current ratio
increased 0.1 when compared to the prior year.

Dividends
MHCI paid approximately $9.9 million in cash dividends to
stockholders during
fiscal year 1998. The Company plans to pay annual dividends
of approximately
$1.9 million in the next fiscal year. See "Special Note
Regarding
Forward-Looking Information."

Deferred Tax Assets
The recognition of deferred tax assets depends on the
anticipated existence
of taxable income in future periods in amounts sufficient to
realize the
assets. A valuation allowance must be provided for the
deferred tax asset if
such future income is not likely to be generated. Management
believes that
future taxable income should be sufficient to realize all of
MHCI's deferred
tax assets based on historical earnings of MHCI; therefore,
a valuation
allowance has not been established.

KNOWN EVENTS, UNCERTAINTIES AND TRENDS

Impact of Inflation
In the past, MHCI has been able to recover inflationary cost
increases
through contract inflation adjustments, increased
productivity and menu
changes. There have been and there may be in the future,
delays in contract
inflation adjustments and competitive pressures which limit
MHCI's ability to
recover such cost increases in their entirety. Historically,
the effects of
inflation on MHCI's net income have not been materially
adverse. See "Special
Note Regarding Forward-Looking Information."


Management's Outlook
In fiscal year 1997, Management began an extensive program
of expanding,
restructuring and training of the sales team. Management
anticipates that its
continued focus on the sales team will facilitate increases
in the number and
economic value of accounts sold in fiscal year 1999 and
beyond. Management
believes that growth will also occur through expanding
services at existing
accounts and the Advanced Culinary Centers,T a food
preparation and delivery
system that was initiated in fiscal 1998. In addition,
Management believes
the acquisition of companies that complement its core
competencies will allow
the Company to increase its presence in the senior living
market while
providing quality services for health care facilities
nationwide.
      Several MHCI accounts are among the largest acute care
and teaching
hospitals in the United States. The Company strives to
maintain its long-term
partnerships with these facilities while continuing to
increase quality and
lower costs. MHCI believes that ongoing investments in
people and programs
designed to enhance its aggressive sales drive will add new
clients while
building stronger relationships with current accounts. By
focusing on its
primary market of hospitals and expanding into the senior
living market, the
Company believes that it is strategically positioned to
maintain its steady
growth. See "Special Note Regarding Forward-Looking
Information."

Special Note Regarding Forward-Looking Information
The foregoing section contains various "forward-looking
statements" which
represent the Company's expectations or beliefs concerning
future events,
including the following: statements regarding account
growth, impact of the
Year 2000, future capital expenditures and borrowings, the
payment of
dividends, the impact of inflation and the effects of
Management's strategies
for growth. The Company cautions that a number of important
factors could,
individually or in the aggregate, cause actual results to
differ materially
from those included in the forward-looking statements,
including, without
limitation, the following: health care spending trends; the
growth of systems
and group purchasing organizations; changes in health care
regulations;
increased competition in the health care food and nutrition
market;
customers' acceptance of the Company's cost saving programs;
and laws and
regulations affecting labor and employee benefit costs.



Consolidated Statements of Income
Morrison Health Care, Inc. and Subsidiaries

                                              For the Fiscal
Year Ended
(In thousands, except per share data)           May 31, 1998
May 31, 1997  June 1, 1996

Revenues                                        $250,371
$221,011      $219,995
Operating costs and expenses:
      Operating expenses                         207,265
181,233       180,607
      Selling, general and administrative         22,919
21,395        20,670
Restructuring costs                                    0
0         1,398
Asset impairment                                       0
0           193
Interest expense, net of interest
      income of $406 in 1998, $687
      in 1997 and $428 in 1996                     1,122
807         1,116
      Total costs and expenses                   231,306
203,435       203,984

Income before provision for income taxes          19,065
17,576        16,011
Provision for federal and state income taxes       7,513
7,290         6,731
Net income                                      $ 11,552
$ 10,286      $  9,280
Earnings per share - Basic                      $   0.97
$   0.87      $   0.79
Earnings per share - Diluted                    $   0.95
$   0.87      $   0.79

Weighted average common shares - Basic            11,938
11,785        11,673
Net dilutive effect of stock options
 and non-vested stock awards                         254
56            51
Weighted average common shares - Diluted          12,192
11,841        11,724

The accompanying notes are an integral part of the financial
statements.



Consolidated Balance Sheets
Morrison Health Care, Inc. and Subsidiaries


(In thousands)                                May 31, 1998
May 31, 1997
Assets
Current assets:
      Cash and short-term investments             $  5,720
$  6,347
      Receivables:
            Trade, less allowance for
            doubtful accounts of $887 at
            May 31, 1998 and $744 at
            May 31, 1997                            21,381
16,387
            Other                                    6,372
4,884
      Inventories                                    2,936
2,686
      Prepaid expenses                               1,262
1,006
      Deferred income tax benefits                   1,949
1,929
                  Total current assets              39,620
33,239
Property and equipment - at cost:
      Buildings and improvements                     3,425
2,326
      Equipment                                     16,037
13,251
      Construction in progress                       4,729
766
                                                    24,191
16,343
      Less accumulated depreciation                 10,232
8,471
                                                    13,959
7,872
Deferred income tax benefits                         2,503
1,610
Cost in excess of net assets acquired, net          12,097
4,582
Notes receivable, less current portion               3,729
3,817
Deferred charges                                     4,083
2,830
Other assets                                         8,383
6,253
                  Total assets                     $84,374
$60,203

Liabilities and Stockholders' Equity
Current liabilities:
      Accounts payable                             $14,545
$12,977
      Accrued liabilities:
            Taxes, other than income taxes           1,818
1,546
            Payroll and related costs                6,395
4,133
            Insurance                                2,289
3,436
            Other                                    2,207
2,245
      Current portion of long-term debt              5,022
5,011
                  Total current liabilities         32,276
29,348
Long-term debt                                      31,690
15,022
Other liabilities                                   12,036
10,205
Stockholders' equity:
      Common stock, $0.01 par value
      (authorized 100,000 shares;
      issued: 1998 - 12,379 shares,
      1997 - 12,165 shares)                            124
122
      Capital in excess of par value                12,859
9,717
      Unearned ESOP shares                          (3,195)
(3,517)
      Retained earnings                              2,322
647
                                                    12,110
6,969
      Less cost of treasury stock                    3,738
1,341
                  Total stockholders' equity         8,372
5,628
                  Total liabilities and
                   stockholders' equity             $84,374
$60,203

The accompanying notes are an integral part of the financial
statements.



Consolidated Statements of Cash Flows
Morrison Health Care, Inc. and Subsidiaries


For the Fiscal Year Ended
(In thousands)                                           May
31, 1998      May 31, 1997      June 1, 1996
Operating activities:
Net income
$ 11,552          $ 10,286       $    9,280
Adjustments to reconcile net income to net
 cash provided by operating activities:
      Depreciation and amortization
2,538             1,992            2,330
      Amortization of intangibles
377               153              152
      Other, net
0             1,066            1,172
      Deferred income taxes
(811)              514            4,927
      (Gain)/Loss on disposition of assets
(19)               29              170
      Changes in operating assets and liabilities:
            (Increase)/Decrease in receivables
(6,359)            2,486            1,345
            (Increase)/Decrease in inventories
(246)              (24)             218
            (Increase)/Decrease in prepaid and other
               assets
(675)              631           (2,005)
            Increase/(Decrease) in accounts payable,
               accrued and other   liabilities
3,936             6,046          (12,112)
            Increase/(Decrease) in income taxes payable
0              (935)           6,928
Net cash provided by operating activities
10,293            22,244           12,405
Investing activities:
Purchases of property and equipment
(8,850)           (4,843)          (2,170)
Proceeds from disposal of assets
268               459              387
Acquisition of businesses, net of cash acquired
(7,464)                0                0
Other, net
(2,745)           (1,456)             764
Net cash used by investing activities
(18,791)           (5,840)          (1,019)
Financing activities:
Net proceeds from long-term debt
21,690                 0              800
Principal payments on long-term debt
(5,011)              (11)             (11)
Net change in short-term borrowings
0            (6,760)           6,760
Proceeds from exercise of stock options and issuance
  of stock, net of income tax benefits
3,054               679            1,544
Dividends paid
(9,877)           (9,725)          (2,403)
Payments to acquire Treasury Stock
(1,891)                0                0
(Increase)/Decrease in Treasury Stock held by Deferred
  Compensation Plan
(506)             (412)              29
ESOP shares released
412                84                0
Net transfers to Morrison Restaurants Inc.
0                 0          (12,749)
Net cash provided/(used) by financing activities
7,871           (16,145)          (6,030)
(Decrease)/Increase in cash and short-term investments
(627)              259            5,356
Cash and short-term investments at the beginning of the year
6,347             6,088              732
Cash and short-term investments at the end of the year
$  5,720          $  6,347       $    6,088
Supplemental disclosure of cash flow information -
  cash paid for:
      Interest
1,696             1,190            1,533
      Income taxes
7,933             8,000           18,586

The accompanying notes are an integral part of the financial
statements.



Consolidated Statements of Stockholders' Equity
Morrison Health Care, Inc. and Subsidiaries


For the Fiscal Year Ended
(In Thousands except per share data)               May 31,
1998            May 31, 1997            June 1, 1996
                                             Shares
Amounts     Shares      Amounts     Shares       Amounts
Common Stock
Beginning balance                            12,165      $
122     11,791      $   118          0       $     0
Shares issued pursuant to spin-off from
 Morrison Restaurants Inc.                        0
0          0            0     11,678           117
Shares issued to ESOP                             0
0        255            3          0             0
Shares issued under Stock Incentive Plans       214
2        119            1        113             1
            Ending balance                   12,379
124     12,165          122     11,791           118

Capital in Excess of Par Value
Beginning balance
9,717                   5,441                        0
Shares issued to ESOP
0                   3,592                        0
Shares issued under Stock Incentive Plans,
      net of income tax benefits
3,052                     678                    1,543
Shares released from ESOP
90                       6                        0
Distribution of Morrison Restaurants
   Inc.'s investment in the Company
   to Morrison Restaurants Inc. stockholders
0                       0                    3,898
            Ending balance
12,859                   9,717                    5,441

Morrison Restaurants Inc. Equity Investment
Beginning balance
0                       0                    9,015
Net income
0                       0                    6,791
Cash transfers to Morrison Restaurants Inc.
0                       0                  (12,749)
Distribution of Morrison Restaurants Inc.'s
   investment in the Company to Morrison
   Restaurants Inc. stockholders
0                       0                   (3,057)
            Ending balance
0                       0                        0

Unearned ESOP Shares
Beginning balance                              (249)
(3,517)       (255)     (3,595)                       0
Shares issued to ESOP                             0
0           0           0                        0
Shares released from ESOP                        23
322           6          78                        0
            Ending balance                     (226)
(3,195)       (249)     (3,517)                       0

Retained Earnings
Beginning balance
647                      86                        0
Net income
11,552                  10,286                    2,489
Cash dividends of $0.82 per share in fiscal
  1998 and 1997 and $0.205 per share in
  fiscal 1996
(9,877)                 (9,725)                  (2,403)
            Ending balance
2,322                     647                       86

Treasury Stock
Beginning balance
(1,341)                   (929)                       0
Distribution of Morrison Restaurants
  Inc.'s investment in the Company to
  Morrison Restaurants Inc. stockholders
0                       0                     (958)
Purchase of Treasury Stock
(1,891)                      0                        0
(Purchase)/Sale of Treasury Stock -
      held by Deferred Compensation Plan
(506)                   (412)                      29
            Ending balance
(3,738)                 (1,341)                    (929)
Total Stockholders' Equity                              $
8,372                $  5,628                   $4,716
The accompanying notes are an integral part of the financial
statements.



NOTE 1         Summary of Significant Accounting Policies

Basis of Presentation
On March 9, 1996, Morrison Health Care, Inc. and
Subsidiaries (the "Company"
or "MHCI") was spun off ("the Distribution") from Morrison
Restaurants Inc.
("MRI"). Prior to the Distribution, MHCI was a wholly owned
health care
contract food and nutrition business of MRI.
      The accompanying financial statements for fiscal 1998
and 1997 reflect
MHCI as a stand-alone entity. The financial statements for
fiscal 1996 have
been prepared as if MRI's health care contract food and
nutrition business
had operated as a stand-alone entity for fiscal year 1996.
The fiscal 1996
statements include the assets, liabilities, revenues and
expenses that are
directly related to the Company's operations. They also
include an allocation
of certain assets, liabilities and general corporate
expenses of MRI, such as
executive payroll, legal, data processing and interest,
which are related to
the Company. Amounts were allocated on a specific
identification method where
appropriate and on a pro rata basis otherwise. Management
believes the
allocation methods used are reasonable.

Use of estimates
The preparation of financial statements in accordance with
generally accepted
accounting principles requires Management to make estimates
and assumptions
that affect the reported amounts of assets and liabilities
at the date of the
financial statements, and the reported amounts of revenues
and expenses
during the reporting period. Actual results could differ
from those estimates.

Concentration of Credit Risk
The Company primarily competes in the health care food and
nutrition services
industry, and encounters significant competition in the
market in which it
operates. The length of contract varies by customer.
Concentration of credit
risk with respect to accounts receivable are limited due to
the large number
of customers that make up the Company's customer base, thus
spreading trade
credit risk. The Company maintains reserves for potential
uncollectible
amounts which, in the aggregate, have not exceeded
Management's expectations.

Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of
MHCI and its wholly owned subsidiaries. All significant
intercompany accounts
and transactions have been eliminated.

Fiscal Year
Effective with the fiscal year ended in 1998, the Company's
fiscal year ends
on May 31. The fiscal years ended May 31, 1997 and June 1,
1996 were each
comprised of 52 weeks. Starting with fiscal year 1998, the
Company changed
from a 52-53 week fiscal year to a 12-month fiscal year
ending May 31 each
year.

Cash and Short-Term Investments
The Company's cash management program provides for the
investment of excess
cash balances in short-term money market instruments. Short-
term investments
are stated at cost, which approximates market. The Company
considers
marketable securities with a maturity of three months or
less when purchased
to be short-term investments.

Inventories
Inventories consist of materials, food supplies, china and
silver and are
stated at the lower of cost (first in-first out) or market.

Property and Equipment and Depreciation
Property and equipment are stated at cost and are being
depreciated for
financial reporting purposes using the straight-line method
over the
estimated useful lives of the assets. Annual rates of
depreciation range from
3% to 5% for buildings and from 8% to 34% for kitchen and
other equipment.
Costs incurred in connection with the construction at major
facilities or of
Advanced Culinary CentersT are capitalized as construction
in progress until
such facilities or centers become operational. Interest is
capitalized in
connection with these capitalized construction costs. The
capitalized
interest is recorded as part of the asset to which it
relates and is
amortized over the asset's estimated useful life. In fiscal
1998, $127,000 of
interest cost was capitalized. No interest was capitalized
in fiscal 1997 and
1996.
      Property and equipment are periodically reviewed for
impairment based
on an assessment of future operations. The Company records
impairment losses
on long-lived assets used in operations when indicators of
impairment are
present and the undiscounted cash flows estimated to be
generated by those
assets are less than the assets' carrying amount.

Intangible Assets
Excess of costs over the fair value of net assets acquired
with purchased
businesses generally is amortized on a straight-line basis
over periods
ranging from 10 to 40 years. At May 31, 1998, May 31, 1997
and June 1, 1996,
the accumulated amortization for costs in excess of net
assets acquired was
$1.9 million, $1.6 million and $1.4 million, respectively.
      The carrying value of goodwill and other intangibles
is evaluated
periodically in relation to the operating performance and
future undiscounted
cash flows of each operating business acquired. Adjustments
are made if the
sum of expected future net cash flows is less than net book
value. The
Company believes that the remaining amounts of these assets
have continuing
value.

Revenue Recognition
Revenue is recognized upon performance of services. The
Company performs its
services pursuant to one of two types of contracts, either
management fee or
profit and loss. While actual services performed are the
same, revenue
recognition varies by type of contract. In a management fee
account, MHCI
manages the services and facilities, but the client is
responsible for all or
nearly all the costs. Revenues and fees are recognized for
the amount of the
contractually agreed-upon management fee plus any earned
incentives plus the
amount of any expenses or employee payroll costs paid by the
Company and charged
back to the client. In a profit and loss account, MHCI
assumes the risk of
profit or loss for the foodservice operation. For such
accounts, the amount of
revenue reported is the actual revenue generated from meals
served to
patients, client employees and visitors.

Income Taxes
For the first three quarters of 1996, the 1996 statement of
income reflects
an income tax expense representing the Company's allocated
share of MRI's tax
expense, which approximates the tax expense of the Company
on a stand-alone
basis. Beginning with the fourth quarter of fiscal year
1996, the
accompanying statements of income reflect the Company's
actual tax expenses.
      Deferred income taxes are determined utilizing a
liability approach.
This method gives consideration to the future tax
consequences associated
with differences between financial accounting and tax bases
of assets and
liabilities.

Stock-Based Compensation
Stock options are recorded in accordance with Accounting
Principles Board
Opinion ("APB") No. 25, with pro forma disclosures of net
income and earnings
per share as if Statement of Financial Accounting Standards
("SFAS") No. 123
had been applied.

Earnings Per Share
The Company has adopted Statement of Financial Accounting
Standards No.
128, "Earnings Per Share" (SFAS No. 128), and has restated
earnings per share
amounts reported in prior periods in accordance with SFAS
No. 128. Basic
earnings per share is based on the weighted average number
of shares
outstanding during each quarter. Diluted earnings per share
is based on the
weighted average number of shares outstanding during each
quarter plus the
effect of outstanding stock options using the treasury stock
method.

New Accounting Standards
In 1997, the Financial Accounting Standards Board issued
Statements of
Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" and
No. 131, "Disclosures about Segments of an Enterprise and
Related
Information." In 1998, the Financial Accounting Standards
Board issued
Statements of Financial  Accounting Standards No. 132,
"Employer's
Disclosures about Pensions and other Postretirement
Benefits." These
statements, which are effective for fiscal years beginning
after December 15,
1997, expand or modify disclosures and will have no impact
on the Company's
consolidated financial position, results of operations or
cash flow.  In June
1998, the Financial Accounting Standards Board issued
Statement No. 133,
"Accounting for Derivative Instruments and Hedging
Activities," which
establishes accounting and reporting standards for
derivative instruments.
The statement is effective for all fiscal quarters of fiscal
years beginning
after June 15, 1999 and will be adopted by the Company in
fiscal year 2001.
Based upon the Company's current limited use of derivative
instruments and
hedging activities, Management does not believe the
statement will have a
material impact on the Company's consolidated financial
position, results of
operations or cash flows.

Pre-Opening Expenses
Pre-opening costs, such as salaries, personnel training
costs and other
expenses of opening a new account, are often reimbursed by
the client. In
circumstances when they are not reimbursed, these costs are
charged to
expense as incurred.

Financial Instruments
The Company's financial instruments at May 31, 1998, May 31,
1997 and June 1,
1996 consisted of cash and short-term investments, accounts
and notes
receivable, long-term debt and interest rate swap
agreements. The fair value
of these financial instruments approximated the carrying
amounts reported in
the balance sheets. Cash is deposited in financial
institutions which carry
FDIC insurance. From time to time, the cash balances at
these institutions
exceed the insured amount. Management does not believe that
this is a
significant risk to the Company.
      Although substantially all of the Company's trade
accounts receivable
are from health care institutions, Management believes that
concentrations of
credit risk are limited due to the geographic diversity of
the Company's
customer base. The Company performs periodic credit
evaluations of its
customers' financial condition and generally does not
require collateral.
Historically, the Company has not experienced significant
losses related to
trade accounts receivable from individual customers or from
groups of
customers in any geographic area.

Reclassification
Certain prior year amounts and balances have been
reclassified to conform to
the current year presentation.

NOTE 2         DISTRIBUTION
On March 7, 1996, the stockholders of MRI approved the
Distribution by MRI of
all the outstanding shares of common stock of MHCI,
a wholly owned subsidiary of MRI. The Board of Directors of
MRI believed that
the Distribution was in the best interests of MRI and its
stockholders
because the separation of MRI's three lines of business,
among other things,
(i) allowed management of each of the three companies to
concentrate its full
attention on its business and allowed each company to reward
management and
employees based on the performance of its business; (ii)
allowed each company
to access the capital markets directly to raise capital;
(iii) established a
value for each company that is independent of the other
businesses and
provided investors and securities analysts a clearer basis
on which to
understand and analyze the three businesses; and (iv)
allowed each company to
establish equity-based benefit plans which can hold its own
common stock.
      The following Unaudited Pro Forma Consolidated
Statement of Income has
been prepared to illustrate certain estimated effects of the
Distribution.
This statement includes adjustments for the effect of costs
and expenses
which might have been incurred had the Distribution occurred
June 3, 1995.
Adjustments are based on the assumptions set forth below the
statement.

(In thousands, except per share data)
For the fiscal year ended                              June
1, 1996
                                                UNAUDITED
PRO FORMA    UNAUDITED
                                    HISTORICAL
ADJUSTMENTS    PRO FORMA
Revenues                              $219,995          $
0     $219,995
Operating costs and expenses:
      Operating expenses               180,607
0      180,607
      Selling, general and
        administrative                  20,670
1,420(a)    22,090
      Restructuring cost                 1,398
0        1,398
      Asset impairment                     193
0          193
      Interest expense, net              1,116
400(b)     1,516
                                       203,984
1,820      205,804
Income before provision for
   income taxes                         16,011
(1,820)      14,191
Provision for federal and state
   income taxes                          6,731
(760)(c)    5,971
Net income                            $  9,280          $
(1,060)     $8,220
Earnings per common and common
   equivalent share
$ 0.70
Weighted average common and common equivalent shares
11,811(d)


The pro forma adjustments to the accompanying historical
statements of income
for the fiscal year ended June 1, 1996 are described below:

(a) To record the increase in selling and general and
administrative expenses
which presumably would have been incurred by MHCI had MHCI
been a separate
and stand-alone entity.

(b) To record the increase in interest expense which would
have been incurred
by MHCI had MHCI been a separate and stand-alone entity.

(c) To record the estimated income tax benefit associated
with pro forma
adjustments (a) and (b) at an assumed combined state and
federal effective
income tax rate of 41.8% for the year ended June 1, 1996.
The assumed effective
income tax rate is comprised of a 35% statutory federal
income tax rate plus
applicable state income taxes and permanent differences,
less applicable tax
credits.

(d) The number of equivalent shares for periods prior to the
spin-off is
based on the number of MRI's common and common equivalent
shares adjusted for
the 1 for 3 distribution ratio.


NOTE 3         ACQUISITIONS
In January 1998, the Company acquired all of the outstanding
common stock of
Phoenix-based Drake Management Services, Inc. In March 1998,
the Company
acquired substantially all of the assets of Chicago-based
Spectra Services,
Inc. Both companies, which provide nutrition services in the
senior living
market, were acquired for cash, with a total acquisition
price of $6.1
million. Additional contingent payments of $950,000 (of
which $400,000 was
paid during June 1998) may be earned by the sellers in
fiscal year 1999. The
acquisitions were accounted for using the purchase method.
The resulting
goodwill of $6.7 million is being amortized over 20 years
using the
straight-line method. The operating results of these
companies have been
included from their respective acquisition dates. Pro forma
results are not
presented for these acquisitions as they are not significant
during the
periods presented.

NOTE 4         NOTES PAYABLE
Notes payable consists of the following:

(In thousands)                                Fiscal Year
Ended
                                         May 31, 1998
May 31, 1997
Variable rate revolving credit facility
      due in full 3/11/01                    $17,500     $
0
Variable rate demand lines of credit           4,190
0
Term note due in equal quarterly
      installments of $1,250 from
       1998-2001                              15,000
20,000
Other notes and mortgages                         22
33
                                              36,712
20,033
Less current maturities                        5,022
5,011
                                             $31,690
$15,022

      Aggregate maturities of long-term borrowings over the
next
five years are as follows: 1999 - $5,022; 2000 - $5,000; and
2001 - $26,690.

      In March 1996, the Company entered into a five-year
$50 million
unsecured credit facility with various banks. The credit
facility includes a
$30 million revolving line of credit which allows the
Company to borrow under
various interest rate options. Commitment fees of 0.25% per
annum are payable
on the unused portion of the credit facility. At May 31,
1998, the Company
had $17.5 million in borrowings under the revolver, with a
weighted average
variable rate of approximately 6.6%.
      The balance of the $50 million credit facility, $20
million, is a term
note which will be repaid in quarterly installments of $1.25
million
commencing June 30, 1997. At May 31, 1998, the balance on
the term note was
$15 million. In order to control the interest cost on the
term note, the
Company entered into an interest rate swap agreement. This
swap agreement
effectively fixes the interest rate on the outstanding term
note balance at
6.7% per annum for the period of the term note.
      In addition, the Company had uncommitted demand lines
of credit
amounting to $5 million. At May 31, 1998, the Company had
$4.2 million
outstanding under these lines, at a rate of 6.4%.
      The credit facility contains certain restrictions on
incurring
additional indebtedness and certain funded debt, net worth
and fixed charge
coverage requirements.
      See Note 11 regarding Subsequent Events.

NOTE 5         INCOME TAXES
The components of income tax expense are as follows:

(In thousands)                  For the Fiscal Year Ended
                      May 31, 1998      May 31, 1997
June 1, 1996
Current:
Federal                    $6,875            $5,960
$1,479
State                       1,449               816
325
                            8,324             6,776
1,804
Deferred:
Federal                      (670)              440
4,127
State                        (141)               74
800
                             (811)              514
4,927
                           $7,513            $7,290
$6,731


Deferred tax assets and liabilities are comprised of the
following:

(In thousands)                                 Fiscal Year
Ended
                                         May 31, 1998
May 31, 1997
Deferred tax assets:
Employee benefits                             $4,346
$3,547
Insurance reserves                             1,366
1,841
Bad debt reserve                                 349
293
Other                                            487
438
Total deferred tax assets                      6,548
6,119

Deferred tax liabilities:
Depreciation                                     282
254
Retirement plans                                 479
452
Prepaid deductions                               131
133
Other                                          1,204
1,741
Total deferred tax liabilities                 2,096
2,580
Net deferred tax asset                        $4,452
$3,539

      SFAS 109 specifies that deferred tax assets are to be
reduced by a
valuation allowance if it is more likely than not that some
portion of the
deferred tax assets will not be realized. Management
believes that future
taxable income will be sufficient to realize all of the
Company's deferred
tax assets based on historical earnings of the Company and,
therefore, a
valuation allowance has not been established.
      A reconciliation from the statutory federal income tax
expense to the
reported income tax expense is shown below:

(In thousands)                             For the Fiscal
Year Ended
                              May 31, 1998      May 31, 1997
June 1, 1996
Statutory federal income taxes      $6,673            $6,152
$5,604
State income taxes, net of
      federal income tax benefit       853               804
732
Other, net                             (13)              334
395
                                    $7,513            $7,290
$6,731

      The effective income tax rate was 39.4%, 41.5% and
42.0% in 1998, 1997
and 1996, respectively. The higher effective income tax
rates in fiscal years
1997 and 1996 were due to the nondeductibility of certain
expenses.
      In connection with the Distribution, the Company
entered into a tax
allocation agreement with Morrison Fresh Cooking, Inc.
("MFC") and Ruby
Tuesday, Inc. ("RTI"). This agreement provides that the
Company will pay its
share of RTI's consolidated tax liability for the periods in
which the
Company was included in MRI's consolidated federal income
tax return. It also
provides for sharing, where appropriate, of state, local and
foreign taxes
attributable to periods prior to the date of Distribution.
Management does
not believe this agreement will have a material effect on
the Company.


NOTE 6         Employee Benefit Plans
Salary Deferral Plan
Under the Morrison Health Care, Inc. Salary Deferral Plan,
each eligible
employee may elect to make pre-tax contributions to a trust
fund in amounts
ranging from 2% to 10% of their annual earnings. Employees
contributing a
pre-tax contribution of at least 2% may elect to make after-
tax contributions
not in excess of 10% of annual earnings. The Company's
contribution to the
Plan is based on the employee's pre-tax contribution and
years of service.
After three years of service (including service with MRI
prior to the
Distribution), the Company contributes 20% of the employee's
pre-tax
contribution, 30% after ten years of service and 40% after
20 years of
service. Normally, the full amount of each participant's
interest in the
trust fund will be paid upon retirement or total disability.
However, the
Plan allows participants to make early withdrawals of pre-
tax and after-tax
contributions, subject to certain restrictions. Under the
provisions of the
plan, highly compensated employees, as defined by the
Internal Revenue Code,
are limited to contributions of 3% and receive a maximum of
a 20% match. The
Company's contributions to the trust fund approximated
$414,000, $257,000
and $244,000 for 1998, 1997 and 1996, respectively.
      During fiscal year 1997, the Company began sponsorship
of an employee
stock ownership feature ("ESOP") covering participants in
the Salary Deferral
Plan. The Company loaned the Plan $3.6 million (with
outstanding balances of
$3.2 million and $3.5 million at May 31, 1998 and May 31,
1997, respectively)
to purchase approximately 255,000 shares of common stock, at
an interest rate
of 5.47%. The loan is payable in 120 monthly installments of
principal and
interest. The Company makes monthly contributions sufficient
to cover
principal and interest on the loan made to the Plan. Shares
are released and
allocated to participant accounts monthly as loan repayments
are made.
      The Company adopted the provisions of AICPA Statement
of Position No.
93-6 which requires that compensation expense be measured
based on the fair
value of the shares over the period the shares are earned.
Dividends paid on
unallocated shares held by the Plan are used to make
principal and interest
payments and are not charged to retained earnings, and
shares not yet
committed to be released are not considered outstanding in
the calculation of
earnings per share. The fair value of unearned shares at May
31, 1998 and May
31, 1997 was approximately $3,874,000 and $4,046,000,
respectively.

Deferred Compensation Plan
The Company maintains the Morrison Health Care, Inc.
Deferred Compensation
Plan for certain selected employees. The provisions of this
Plan are similar
to those of the Salary Deferral Plan. Differences include
which employees are
eligible to participate and the limitations on the amount of
deferrals that
may be elected by participants. The Company's contributions
under the Plan
approximated $104,000, $125,000 and $137,000, for 1998, 1997
and 1996,
respectively. Assets of the Plan are held by a rabbi trust.
Under current
accounting rules, assets and liabilities of a rabbi trust
must be accounted
for as if they are assets and liabilities of the Company.
Therefore, all
earnings and expenses of the rabbi trust are recorded in the
Company's
financial statements. Assets  and liabilities of the Plan
approximated
$6,043,000 and $4,667,000 at May 31, 1998 and 1997,
respectively, and include
$1,848,000 and $1,341,000, respectively, of MHCI common
stock, which is
accounted for as treasury stock at cost.

Retirement Plan
The Retirement Plan was frozen by RTI (formerly Morrison
Restaurants Inc.) on
December 31, 1987. The Company is a joint sponsor of the
Retirement Plan. No
additional benefits accrued and no new participants entered
the Plan after
that date. The Company will continue to share in future
expenses of the Plan.
Participants will receive benefits based upon salary and
length of service.
The Plan's assets include common stock, fixed income
securities, short-term
investments and cash. There were no contributions made to
the Plan in 1998,
1997 or 1996.

Executive Supplemental Pension Plan
Under the Morrison Health Care, Inc. Executive Supplemental
Pension Plan,
employees with average compensation of at least $100,000 for
five consecutive
years (including service with MRI prior to the Distribution)
in a qualifying
position become eligible to earn supplemental retirement
payments based upon
salary and length of service (including service as part of
MRI prior to the
Distribution), reduced by Social Security benefits and
amounts otherwise
receivable under the Retirement Plan.

Management Retirement Plan
Under the Morrison Health Care, Inc. Management Retirement
Plan, individuals
who have 15 years of credited service (including service
with MRI prior to
the Distribution) and earn an average annual compensation of
at least $40,000
for the immediately preceding three years become
participants. Participants
receive benefits based upon salary and length of service
(including service
with MRI prior to the Distribution), reduced by social
security benefits and
benefits payable under the Retirement Plan and Executive
Supplemental Pension
Plan.
      To provide a funding source for the payment of
benefits under the
Executive Supplemental Pension Plan and the Management
Retirement Plan, the
Company owns various life insurance contracts on some of the
participants.
The cash value of these policies, net of loans, was
$1,897,000 at May 31,
1998, and $1,256,000 at May 31, 1997. The policies have been
placed in a
rabbi trust which will hold the policies and death benefits
as they are
received.
      The following table presents the components of pension
expense, the
funded status and amounts recognized in the Company's
financial statements
for the Retirement Plan, the Executive Supplemental Pension
Plan and the
Management Retirement Plan.


Accumulated Benefits Exceed Assets -
                                Assets Exceed Accumulated
Benefits -        Executive Supplemental Pension Plan
(IN THOUSANDS)                           Retirement Plan
and Management ReTirement Plan

For the Fiscal Year Ended     May 31,      May 31,      June
1,           May 31,      May 31,   June 1,
                                1998         1997
1996              1998         1997      1996
Components of pension
  (income)/expense:
      Service cost            $    0       $    0       $
0            $  108       $   81    $   63
      Interest cost              347          341
354               270          230       251
Actual return on plan assets  (1,046)        (700)
(833)                0            0          0
Amortization and deferral        629          341
526               149          122       122
                             $   (70)      $  (18)      $
47            $  527       $  433    $  436
Plan assets at fair value    $ 4,425       $4,859
$4,766            $    0       $    0    $     0
Actuarial present value of
  projected benefit
   obligations:
      Accumulated benefit
        obligations:
            Vested             3,895        4,210
4,691            2,615        1,950      1,606
            Nonvested              0            0
0              274            0          0
Provision for future salary
  increases                        0            0
0            1,429        1,296      1,116
Total projected benefit
   obligations                 3,895        4,210
4,691            4,318        3,246      2,722
Excess (deficit) of plan
  assets over projected
      benefit obligations        530          649
75           (4,318)      (3,246)    (2,722)
Unrecognized net loss (gain)     407          150
642              913          258        216
Unrecognized prior service cost    0            0
0              276          289        351
Unrecognized net transition
  obligations                    280          348
412              516          576        541
Additional minimum liability       0            0
0             (658)        (452)      (376)
Prepaid (accrued)
  pension cost               $ 1,217       $1,147
$1,129            (3,271)     $(2,575)   $(1,990)


The weighted average discount rate for all three plans was
7.5%, 8.25% and
7.75% for 1998, 1997 and 1996, respectively. The rate of
increase in
compensation levels for the Executive Supplemental Pension
Plan and
Management Retirement Plan was 4% for all three years
presented. The expected
long-term rate of return on Plan assets for the Retirement
Plan was 10% for
all three years.

NOTE 7         Postretirement Benefits Other Than Pensions
The Company provides health care benefits and life insurance
benefits to
eligible retirees. Benefits are funded as medical claims and
life insurance
premiums are incurred. Retirees become eligible for
retirement benefits if
they have met certain service and minimum age requirements
at date of
retirement. The Company accrues expenses related to
postretirement health
care and life insurance benefits during the years an
employee provides
services.
      The actuarial present value of accumulated
postretirement
benefit obligations and the amounts recognized in the
Company's
balance sheet are as follows:

(In thousands)                                  Fiscal Year
Ended
                                         May 31, 1998
May 31, 1997
Retirees                                      $1,504
$1,609
Fully eligible active plan participants          245
202
Other active plan participants                   170
123
Accumulated postretirement
      benefit obligation                       1,919
1,934
Unrecognized net loss                           (366)
(328)
Accrued postretirement benefit cost           $1,553
$1,606

The postretirement benefit cost is as follows:

(In thousands)                               For the Fiscal
Year Ended
                          May 31, 1998      May 31, 1997
June 1, 1996
Service cost              $     7           $     7
$     8
Interest cost                 147               140
155
Amortization of
  unrecognized net loss         4                23
28
Postretirement benefit
   cost                   $   158           $   170
$   191


      The assumed health care cost trend rate used in
measuring the
accumulated postretirement benefit obligation was 0% because
the Company has
frozen current and future contribution levels. Increases in
health care cost
due to factors such as inflation, changes in health care
utilization or
delivery patterns, technological advances and changes in the
health status of
Plan participants will be borne by the participants.
Measurement of the
accumulated postretirement benefit obligation was based on
an assumed 7.50%,
8.25% and 7.75% discount rate for fiscal years 1998, 1997
and 1996,
respectively.

NOTE 8         Preferred Stock
Under its Certificate of Incorporation, the Company is
authorized to issue
preferred stock with a par value of $0.01 in an amount not
to exceed 250,000
shares which may be divided into and issued in designated
series, with
dividend rates, rights of conversion, redemption,
liquidation prices and
other terms or conditions as determined by the Board of
Directors. No
preferred shares have been issued as of May 31, 1998. The
Board of Directors
has designated 50,000 of such shares as Series A Junior
Participating
Preferred Stock and has issued rights to acquire such
shares, upon certain
events, with an exercise price to be determined, but
substantially above the
expected trading price. The rights will expire ten years
after the date such
rights are issued, and may be redeemed prior to ten days
after the
acquisition of 20% or more of the Company's common stock.

NOTE 9         Stock Incentive Plans
Under the Company's stock incentive plans, incentive and non-
qualified stock
options may be granted to Management, key employees and
outside directors to
purchase shares of Company stock. The Morrison Health Care,
Inc. 1996 Stock
Incentive Plan and the Morrison Health Care, Inc. 1996 Non-
Executive Stock
Incentive Plan (the "Plans") are administered by a
Committee, appointed by
the Board, which has complete discretion to determine
participants and the
terms and provisions of stock incentives, subject to the
Plans. The Plans
permit the Committee to make awards of a variety of stock
incentives,
including (but not limited to) dividend equivalent rights,
incentive stock
options, non-qualified stock options, performance unit
awards, phantom
shares, stock appreciation rights and stock awards. These
discretionary
awards may be made on an individual basis or pursuant to a
program approved
by the Committee for the benefit of a group of eligible
persons. All options
awarded under the Plans have been at the prevailing market
value at the time
of issue or grant. All options granted have five- or ten-
year terms and
become exercisable at the end of two or three years of
continued employment.
At May 31, 1998 and 1997, the Company had reserved a total
of 1,704,376 and
804,376 shares, respectively, of common stock under the
Company's 1996 Stock
Incentive Plan.

      In March 1997, the Board of Directors approved a
resolution to offer
the Company's non-executive employees the opportunity to
reprice certain
options which were originally granted under the Company's
1996 Non-Executive
Stock Incentive Plan. The repricing occurred on March 25,
1997, and resulted
in the cancellation of approximately 290,000 options and the
granting of
approximately 174,000 new options with an exercise price
equal to $13.125,
the closing price on March 24, 1997. The canceled options
were replaced with
fewer new options in accordance with a formula to result in
economic
equivalence between the old and new options. The new options
were granted
with two-year vesting periods and ten-year terms. At May 31,
1998 and 1997,
the Company had reserved a total of 1,464,820 and 2,582,127
shares,
respectively, of common stock for this Plan.
      The Morrison Health Care, Inc. Stock Incentive and
Deferred
Compensation Plan for Directors provides nonmanagement
directors with
opportunities to defer the receipt of their retainer fees or
to allocate
their retainer fees to purchase shares of the Company. In
general, the Plan
sets a target ownership level for nonmanagement directors.
To facilitate
attaining the target ownership level, the Plan provides that
the directors
must use at least 60% of their retainer to purchase shares
of the Company
until they reach the target ownership level. Each director
purchasing stock
receives additional shares equal to 15% of the shares
purchased and three
times the total shares in options, which vest after six
months and become
exercisable for five years from the grant date. All options
awarded under the
Plan have been at the prevailing market value at the time of
grant. Pursuant
to this Plan, a one-time restricted stock award totaling
5,000 shares was
made in fiscal year 1997 to a nonmanagement director. A
Committee, appointed
by the Board, administers the Plan on behalf of the Company.
At May 31, 1998
and 1997, the Company had reserved 81,917 and 85,251 shares,
respectively, of
common stock for this Plan.

      Under the terms of the Distribution, holders of MRI
stock options
received adjusted, substitute options in MHCI, MFC and RTI
which, in the
aggregate, preserved the economic value as well as the
material terms, such
as option period, vesting provisions and payment terms, the
optionee had in
the original MRI options prior to the Distribution. For SFAS
No. 123
disclosure purposes, these options, if granted in fiscal
year 1996, were
valued as of the original grant date.

      The Company applies APB No. 25 and related
interpretations in
accounting for its stock incentive plans. Under APB No. 25,
because the
exercise price of the Company's employee stock options
equals the market
price of the stock on the date of grant, no compensation
expense is
recognized.
      Pro forma information regarding net income and
earnings per share has
been determined as if the Company had accounted for its
employee stock
options under the fair value method of SFAS No. 123. The
fair value for these
options was estimated at the date of grant using a Black-
Scholes option
pricing model with the following weighted average
assumptions for 1998, 1997
and 1996, respectively: risk-free interest rates of 5.7%,
6.6% and 6.0%;
volatility factors of .24, .19 and .22; dividend yields of
0.9%, 4.3% and
4.7%; and weighted average expected lives of 7.5, 7.6 and
4.8 years.
      For purposes of pro forma disclosures, the estimated
fair value of the
options is amortized to expense over the options' vesting
period. The
Company's pro forma information follows (in thousands,
except earnings per
share amounts):

                                                 For the
Fiscal Year Ended
                                          May 31, 1998
May 31, 1997      June 1, 1996
Pro forma net income                      $10,771
$9,618            $9,157
Pro forma earnings per share - Basic      $  0.90
$ 0.82            $ 0.78
Pro forma earnings per share - Diluted    $  0.89
$ 0.82            $ 0.78

The effects of applying SFAS No. 123 in this pro forma
disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to
awards made
prior to fiscal year 1996, and additional awards are
anticipated.
      A summary of the Company's stock option activity and
related
information for the years ended May, 31, 1998, May 31, 1997
and June 1, 1996
follows:

                               May 31, 1998            May
31, 1997            June 1, 1996
                                           Weighted
Weighted                Weighted
                                           Average
Average                 Average
                               Options     Exercise
Options     Exercise    Option      Exercise
                               (000)       Price       (000)
Price       (000)       Price
Outstanding -
   Beginning of year           2,307       $15.82      2,368
$15.97          0        $ 0.00
Converted MRI options              0         0.00          0
0.00      1,493         15.55
Granted                          357        17.76        493
13.21        950         16.50
Exercised                       (274)       12.05
(200)        9.69        (57)        11.38
Forfeited                       (144)       15.55
(354)       16.78        (18)        24.44
Outstanding - End of year       2,246      $16.45      2,307
$15.82      2,368        $15.97
Exercisable at end of year      1,110      $17.09      1,068
$15.95      1,056        $14.52

Weighted average fair value of options
      granted during the year              $ 6.66
$ 1.89                   $ 2.70

The following table summarizes information about stock
options outstanding at
the end of:

                                           May 31, 1998
                    Options Outstanding             Options
Exercisable

                                                    Weighted
Average
Range of            Number        Weighted Average
Remaining                Number      Weighted Average
Exercise Prices     Outstanding   Exercise Price
Contractual Life         Exercisable  Exercise  Price
$ 8.98 -  $14.38      567           $12.77              5.70
187          $11.93
$14.50 -  $16.38      469           $14.78              1.83
432          $14.68
$16.50 -  $16.50      578           $16.50              3.11
110          $16.50
$16.56 -  $31.59      632           $20.94              4.48
381          $22.51
                    2,246           $16.45              3.88
1,110          $17.09


                                           May 31, 1997
                   Options Outstanding              Options
Exercisable

                                                    Weighted
Average
Range of            Number        Weighted Average
Remaining                Number      Weighted Average
Exercise Prices     Outstanding   Exercise Price
Contractual Life         Exercisable Exercise  Price
$ 8.98 -  $13.13      676           $12.16              5.96
317         $11.15
$13.50 -  $15.75      596           $14.56              2.70
475         $14.62
$16.50 -  $16.50      622           $16.50              3.84
0         $ 0.00
$17.03 -  $31.59      413           $22.61              2.40
276         $23.72
                    2,307           $15.82              3.91
1,068         $15.95



NOTE 10        Contingencies

At May 31, 1998, the Company was contingently liable for
approximately $4.6 million in letters of credit, issued
primarily
in connection with its Workers' Compensation and Casualty
insurance programs.
      The Company is presently, and from time to time,
subject to pending
claims and lawsuits arising in the ordinary course of its
business. In the
opinion of Management, the ultimate resolution of these
pending legal
proceedings will not have a material adverse effect on the
Company's
operations or financial position.
      Prior to the Distribution, the Company entered into an
agreement with
MFC and RTI providing for assumptions of liabilities and
cross-indemnities.
The agreements are designed to allocate generally, among the
three companies,
effective as of the Distribution date, financial
responsibility for
liabilities arising out of or in connection with business
activities prior to
the Distribution. No significant amounts were incurred under
this agreement
during fiscal year
1998 or 1997.

NOTE 11        Subsequent Events
Subsequent to May 31, 1998,  the Company replaced its $50
million credit
facility with a $75 million revolving credit line from four
financial
institutions. Concurrent with this transaction, the Company
cancelled the
related interest rate swap agreement that had effectively
fixed the interest
rate for the term portion of that facility. The new credit
line has a
variable interest rate based upon LIBOR and variable
interest payment
requirements. The principal is due no later than June 30,
2003. The initial
amount borrowed was $35.4 million, all of which was used to
repay the balance
due on the $50 million and $5 million credit facilities.
      Also in June 1998, the Company entered into two
interest rate swap
agreements to reduce the impact of changes in the interest
rates on its
floating rate debt and to exchange floating rate for fixed
rate payments at
certain dates. These swap agreements expire in June 2003 and
June 2008 and
effectively convert $20,000,000 of variable rate borrowings
to fixed.

NOTE 12        Supplemental Quarterly Financial Data
(Unaudited)
Quarterly financial results for the years ended May 31, 1998
and May 31, 1997
are summarized below. For the year ended May 31, 1998,
all quarters are composed of three months. For the year
ended May 31, 1997,
all quarters are composed of 13 weeks.

                                            First
Second       Third        Fourth
(Amounts presented are in thousands)      Quarter
Quarter     Quarter       Quarter      Total
For the year ended May 31, 1998
Revenues                                  $57,754
$60,646     $63,337       $68,634      $250,371
Gross profit*                             $10,027
$10,688     $10,541       $11,850      $ 43,106
Income before income taxes                $ 4,674       $
5,035     $ 4,292       $ 5,064      $ 19,065
Provision for federal and state
   income taxes                             1,846
1,989       1,695         1,983         7,513
Net income                                $ 2,828       $
3,046     $ 2,597       $ 3,081      $  11,552
Earnings per share:
      Basic                               $  0.24       $
0.25     $  0.22       $  0.26      $   0.97
      Diluted                             $  0.24       $
0.25     $  0.21       $  0.25      $   0.95

For the year ended May 31, 1997
Revenues                                  $52,658
$54,355     $57,483       $56,515      $221,011
Gross profit*                             $ 9,634
$10,291     $ 9,416       $10,437      $  39,778
Income before income taxes                $ 4,619       $
4,648     $ 3,695       $ 4,614      $  17,576
Provision for federal and state
  income taxes                              1,923
1,922       1,533         1,912          7,290
Net income                                $ 2,696       $
2,726     $ 2,162       $ 2,702      $  10,286
Earnings per share:
      Basic                               $  0.23       $
0.23     $  0.18       $  0.23      $   0.87
      Diluted                             $  0.23       $
0.23     $  0.18       $  0.23      $   0.87


*The Company defines gross profit as revenue less operating
expenses.

Common Stock Market Prices and Dividends
Morrison Health Care, Inc. common stock is publicly traded
on the New York
Stock Exchange (NYSE) under the ticker symbol MHI. The
following table sets
forth the reported high and low prices on the NYSE or the
high and low bid
prices for each quarter during fiscal years 1998 and 1997.

                            First      Second       Third
Fourth
                          Quarter     Quarter     Quarter
Quarter

1998 market price per share:

      High                $17.250     $19.750     $20.188
$22.875
      Low                 $15.375     $15.750     $17.063
$16.250

1997 market price per share:
      High                $15.000     $14.375     $14.875
$16.500
      Low                 $11.125     $10.750     $13.250
$13.000

      Cash dividends on the common stock of Morrison Health
Care, Inc. were
paid during each quarter of fiscal years 1998 and 1997 as
follows:

                            First      Second      Third
Fourth
                          Quarter     Quarter     Quarter
Quarter     Total
1998 cash dividends
   per share              $0.205      $0.205      $0.205
$0.205      $0.820
1997 cash dividends
  per share               $0.205      $0.205      $0.205
$0.205      $0.820

      On July 1, 1998, the Company's Board of Directors
declared a quarterly
dividend of $0.04 per share, payable July 31, 1998, to 5,525
shareowners of
record on July 13, 1998.



Report of Independent Auditors
Morrison Health Care, Inc. and Subsidiaries

Stockholders and Board of Directors
Morrison Health Care, Inc. and Subsidiaries

     We have audited the  accompanying  consolidated
balance sheets of Morrison
Health Care, Inc. and  Subsidiaries as of May 31, 1998 and
1997, and the related
consolidated  statements of income,  shareowners' equity and
cash flows for each
of the three  fiscal years in the period  ended May 31,
1998.  These  financial
statements   are  the   responsibility   of  the   Company's
Management.   Our
responsibility  is to express an opinion on these financial
statements based on
our audits.

     We conducted  our audits in accordance  with  generally
accepted  auditing
standards.  Those standards require that we plan and perform
the audit to obtain
reasonable assurance about whether the financial statements
are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes
assessing the  accounting  principles  used and  significant
estimates  made by
Management,  as well as evaluating the overall financial
statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion,  the financial statements referred to
above present fairly,
in all material respects, the consolidated financial
position of Morrison Health
Care,  Inc.  and  Subsidiaries  at May 31, 1998 and 1997,
and the  consolidated
results of their  operations  and their cash flows for each
of the three  fiscal
years in the period ended May 31, 1998, in conformity  with
generally  accepted
accounting principles.

Atlanta, Georgia
June 23, 1998



   MORRISON HEALTH CARE, INC.

   EXHIBIT 21.1          List of Subsidiaries


   State of Incorporation - Arizona
             Drake Management Services, Inc.

   State of Incorporation - Georgia
             Culinary Solutions, Inc.

   State of Incorporation - Tennessee
             Culinary Concepts, Inc.

   State of Incorporation - Pennsylvania
             Custom Management Corporation
             Custom Management Corporation of Pennsylvania
             Morrison Custom Management Corporation of
Pennsylvania
             John C. Metz & Associates, Inc.

   State of Incorporation - Texas
             Morrison's Health Care of Texas, Inc.




   MORRISON HEALTH CARE, INC.

   EXHIBIT 23            Consent of Independent Auditors


     We consent to the  incorporation  by reference in this
Annual  Report (Form 10-K) of Morrison  Health Care,  Inc. and  Subsidiaries
of our report dated June 23,  1998,  included  in the 1998  Annual  Report
to  Stockholders  of  Morrison Health Care, Inc. and Subsidiaries.

     Our audits  also  included  the  financial  statement
schedule of Morrison Health Care, Inc. and Subsidiaries  listed in Item
14(a).  This schedule is the  responsibility of the Company's  management.  Our
responsibility is to  express an opinion  based on our  audits.  In our
opinion,  the  financial    statement  schedule  referred to above,  when
considered in relation to the     basic  financial  statements  taken  as a 
whole, presents  fairly  in all     material respects the information set forth 
therein.
     We also  consent to the  incorporation  by  reference
in the  Registration    Statements of Morrison Health Care, Inc. and
Subsidiaries  listed below of   our report dated June 23, 1998, with respect to 
the consolidated financial statements incorporated herein by reference, and
our report included in the      preceding  paragraph  with  respect  to the 
financial statement  schedule included in this Annual  Report (Form 10-K)
of Morrison Health Care,  Inc. and Subsidiaries for the year ended May 31, 1998.


      -Registration  Statement No. 333-2098 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-2100 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-2102 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-2104 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-2106 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-2108 on Form S-8
dated March 8, 1996
        and related Prospectus
      -Registration  Statement No. 333-4504 on Form S-8
dated May 3, 1996
        and related Prospectus
      -Registration  Statement No. 333-4508 on Form S-8
dated May 3, 1996
        and related Prospectus
      -Registration  Statement No. 333-20197 on Form S-8
dated January 22, 1997
        and related Prospectus
      -Registration  Statement No. 333-40177 on Form S-8
dated November 13, 1997
        and related Prospectus



   /s/ Ernst & Young LLP



 Atlanta, Georgia
 August 28, 1998



MORRISON HEALTH CARE INC.
EXHIBIT 27
                                 FINANCIAL DATA SCHEDULE
                         (in thousands except per share
amounts)


     This schedule  contains summary  financial  information
extracted from the
     consolidated balance sheets and consolidated
statements of income on pages
     18 through 19 of the Company's  1998 Annual Report to
Stockholders  and is
     qualified in its entirety by reference to such
financial statements.


  Item Number               Item Description
Year End 1998
------------------------------------------------------------
-------------
5-02(1)         Cash and cash items
$5,720
5-02(2)         Marketable securities
0
5-02(3)(a)(1)   Notes and accounts receivable - trade
22,268
5-02(4)         Allowances for doubtful accounts
887
5-02(6)         Inventory
2,936
5-02(9)         Total current assets
39,620
5-02(13)        Property, plant and equipment
24,191
5-02(14)        Accumulated depreciation
10,232
5-02(18)        Total assets
84,374
5-02(21)        Total current liabilities
32,276
5-02(22)        Bonds, mortgages and similar debt
31,690
5-02(28)        Preferred stock - mandatory redemption
0
5-02(29)        Preferred stock - no mandatory redemption
0
5-02(30)        Common stock
124
5-02(31)        Other stockholders' equity
8,248
5-02(32)        Total liabilities and stockholders'
84,374
                equity

  Item Number               Item Description              52
Weeks 1998
------------------------------------------------------------
-------------
5-03(b)1(a)     Net sales of tangible products
$250,371
5-03(b)1        Total revenues
250,371
5-03(b)2(a)     Cost of tangible goods sold
207,265
5-03(b )2       Total costs and expenses applicable to
207,265
                sales and revenues
5-03(b)3        Other costs and expenses
0
5-03(b)5        Provision for doubtful accounts and notes
0
5-03(b)(8)      Interest and amortization of debt
1,528
                discount
5-03(b)(10)     Income before taxes and other items
19,065
5-03(b)(11)     Income tax expense
7,513
5-03(b)(14)     Income/loss continuing operations
11,552
5-03(b)(15)     Discontinued operations
0
5-03(b)(17)     Extraordinary items
0
5-03(b)(18)     Cumulative effect - changes in
0
                accounting principles
5-03(b)(19)     Net income or loss
11,552
5-03(b)(20)     Earnings per share - primary
0.97
5-03(b)(20)     Earnings per share - fully diluted
0.95