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:


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                                  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.


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      (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.


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      (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

<PAGE>


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

<PAGE>


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

<PAGE>


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,

<PAGE>


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

<PAGE>


      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

<PAGE>


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.


<PAGE>



                                  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

<PAGE>


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

<PAGE>


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]


<PAGE>



      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]