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

     THIS SECOND AMENDMENT is made on this 28th day of
February, 1997, 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 desires to amend the Plan
primarily to allow participation by highly compensated
employees and to reflect the changes required by the Small
Business Job Protection Act of 1996;

     NOW, THEREFORE, the Primary Sponsor does hereby amend
the Plan, effective as of January 1, 1997, except as
otherwise provided herein, as follows:

     1.    By substituting the phrase"Supplemental Contribution 
Account" for the phrase"Supplemental Matching Account" each time
the latter phrase appears in the Plan and by deleting the existing 
Subsections (e) and (g) of Section 1.1 and substituting therefor the
following:

     "(e) `Pre-Spinoff Matching Account' which shall reflect a Member's
     interest in matching contributions made under the Plan through the
     date of the first Acquisition Loan.

     (g)  `Supplemental Contributions Account' which
     shall reflect a Member's interest in supplemental
     allocations under Plan Section 4.2(b)(3)."

     2.    By adding new Subsections (j) and (k) to Section 1.1, as follows:

           "(j) `Qualified Contributions Account' which shall
     reflect a Member's interest in `Qualified Nonelective
     Contributions' and `Qualified Matching Contributions', as
     those terms are defined in Section 1 of Appendix A as well
     as supplemental allocations under Plan Sections 4.2(b)(1)
     and (2).

           (k)  `Unallocated Contributions and Dividends
     Account' which shall consist of any Company Stock and cash a
     Plan Sponsor contributes during a Plan Year and cash
     dividends paid on shares of Company Stock held in the Loan
     Suspense Account during a Plan Year until allocated for that
     Plan Year pursuant to Plan Section 4."

     3.    By deleting Subsection (b) of Section 1.5 in its entirety 
and substituting therefor the
following:

           "(b) [Reserved];"

     4.    By deleting, effective April 1, 1997, Section 1.19 in its 
entirety and substituting therefor the following:

           "1.19     `Eligible Employee' means any Employee
     of a Plan Sponsor other than an Employee who is (a) an
     Employee covered by a collective bargaining agreement
     between a union and a Plan Sponsor, provided that retirement
     benefits were the subject to good faith bargaining, unless
     the bargaining agreement provides for participation in the
     Plan; or (b) a leased employee within the meaning of Code
     Section 414(n)(2), or deemed to be an Employee of a Plan
     Sponsor pursuant to regulations under Code Section 414(o)."

     5.    By deleting the last sentence of Section 1.25 and 
substituting therefor the following:

     "The ESOP shall consist of the Supplemental
     Contributions Accounts, Company Matching Accounts, Qualified
     Contributions Accounts, the Loan Suspense Account, the
     Suspense Account and the Unallocated Contributions and
     Dividends Account."

     6.    By replacing the existing Section 1.31 with new Section 
           1.31, as follows:
  
           "1.31     `Highly Compensated Employee' shall
     mean, with respect to a Plan Year, each Employee who:

               (a)  was at any time during the Plan Year or
           the immediately preceding Plan Year an owner of more than
           five percent (5%) of the outstanding stock of a Plan Sponsor
           or Affiliate or more than five percent (5%) of the total
           combined voting power of all stock of a Plan Sponsor or
           Affiliate; or

               (b)  received Annual Compensation in excess
           of $80,000 (as adjusted for changes in the cost of living
           from time to time by the Secretary of the Treasury) during
           the immediately preceding Plan Year.

           For purposes of this Section, (1) Annual
     Compensation shall include amounts paid by Affiliates and
     shall be determined without regard to Annual Compensation
     Limit; (2) a former Employee shall be treated as a Highly
     Compensated Employee if the former Employee was a Highly
     Compensated Employee at the time the former Employee
     separated from service with the Plan Sponsor or Affiliate or
     the former Employee was a Highly Compensated Employee at any
     time after the former Employee attained age 55; and (3)
     Employees who are nonresident aliens and who receive no
     earned income from a Plan Sponsor or Affiliate from sources
     within the United States shall not be treated as Employees.

          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."

     7.    By adding, effective April 1, 1997, a new final sentence 
     to Section 2.2 as follows:

     "Notwithstanding the foregoing, a Highly Compensated Employee
     shall become a Member as of the later of the date
     described in the immediately preceding sentence or April 1, 1997."

     8.    By deleting the second sentence of the second paragraph of 
Section 3.1(a) and substituting therefor the following:

     "The Plan Administrator may adjust, on a prospective
     basis, the percentage of Annual Compensation that may be
     made as Deferral Amounts by Highly Compensated Employees,
     either as a group, any subgrouping or individually, but in
     no event shall the aggregate percentage for any Plan Year
     exceed ten percent (10%) of Annual Compensation."

     9.    By deleting the last sentence of Section 3.2 and substituting
therefor the following:

     "Any Member who is or becomes a Highly Compensated
     Employee shall be ineligible to make further Voluntary
     Contributions."

     10.   By deleting the second to last sentence of Section 3.3 
     and by adding a new second paragraph thereto, as follows:

           "A cash contribution by a Plan Sponsor pursuant to
     this Section shall be used first to make any scheduled or
     accelerated amortization payments, or prepayments, on an
     Acquisition Loan and then, to the extent of any excess,
     shall be used to acquire additional shares of Company Stock,
     to the extent practicable."

     11.   By adding the phrase "and, if applicable, Plan Section 4.4(d)" 
immediately after the cross-reference to Section 4.4(b) and by substituting, 
effective as of the Effective Date, Section 4.2(a)(2) as the cross-
reference in place of Section 4.2(b) in Section 3.4.

     12.   By adding new Sections 3.4A and 3.4B, as follows:

           "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
     supplemental 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(k)(3)(A)(ii) and Code Section 401(m)(2)(A).

           3.4B Contributions Respecting Qualified Military
     Service.  Notwithstanding any other provision of the Plan to
     the contrary, effective December 12, 1994, contributions,
     benefits and service credit with respect to qualified
     military service will be provided in accordance with Code
     Section 414(u)."

     13.   By adding the following head language to Section 4.2:

     "Plan Sponsor contributions and dividends paid on
     shares of Company Stock allocated to the Loan Suspense
     Account during a Plan Year shall be credited initially to
     the Unallocated Contributions and Dividends Account until such 
     amounts are further allocated pursuant to this Section 4."

     14.   By deleting Clause (iv) of Section 4.2(a)(1) in its entirety 
and substituting therefor the following:

     "(iv)     notwithstanding any provision to the contrary
     in this Section 4.2(a)(1), in the case of a Member who is a
     Highly Compensated Employee for the Plan Year, twenty
     percent (20%) of the Member's Annual Compensation deferred
     by the Member pursuant to Plan Section 3.1, regardless of
     the Member's Years of Service."

     15.   By deleting Subsection (b) of Section 4.2 in its entirety 
and substituting therefor the following:

          "(b) Supplemental Allocations.  As of each
     Valuation Date, if the Fair Market Value of Company Stock
     released from the Loan Suspense Account in accordance with
     Plan Section 4.4(b) exceeds the value of matching
     allocations provided for in Plan Section 4.2(a), the excess
     shares of Company Stock so released and any contributions
     described in Plan Section 3.4A shall be allocated as
     follows:

               (1)  if the Primary Sponsor so elects, to the
     Qualified Contributions Account of each Member who is not a
     Highly Compensated Employee who is employed by a Plan
     Sponsor on the last day of the Plan Year in an amount,
     expressed as a percentage of Annual Compensation which, when
     combined with contributions made on behalf of the Member
     pursuant to Plan Section 3.1, equals the maximum amount that
     the Member could have elected to defer under Plan Section
     3.1, but only to those Members who are not Highly
     Compensated Employees in ascending order of their respective
     Annual Compensation amounts for that Plan Year, beginning
     with the individual receiving the least Annual Compensation,
     until the testing requirements of Code Section 401(k)(3)(A)(ii)
     are satisfied;

               (2)  if the Primary Sponsor so elects, to the
     Qualified Contributions Account of each Member who is not a
     Highly Compensated Employee who is employed by a Plan
     Sponsor on the last day of the Plan Year in an amount,
     expressed as a percentage of Annual Compensation which, when
     combined with allocations made on behalf of the Member
     pursuant to Plan Section 4.2(a), equals the maximum amount,
     expressed as a percentage of Annual Compensation, that the
     Member could have received under Plan Section 4.2(a) had the
     Member elected to have deferred on his behalf the maximum
     percentage of Annual Compensation permitted under Plan
     Section 3.1, but only to those Members who are not Highly
     Compensated Employees in ascending order of their respective
     Annual Compensation amounts for that Plan Year, beginning
     with the individual receiving the least Annual Compensation,
     until the testing requirements of Code Section 401(m)(2)(A)
     are satisfied; and

               (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); provided,
     however, if and to the extent necessary to satisfy with
     respect to the Plan Year the minimum coverage requirements
     prescribed in Code Section 410(b) or the minimum
     participation requirements under Code Section 401(a)(26) and
     the Treasury regulations issued thereunder, Members who are
     not Highly compensated Employees who completed more than 500
     Hours of Service during the Plan Year, but who terminated
     employment before the last day of the Plan Year, shall be
     entitled to share in the allocation described in Plan
     Section 4.2(b)(3), beginning with the individual receiving
     the least Annual Compensation for the Plan Year."

     16.   By deleting the existing head language of Section 4.3(b) 
and substituting therefor the following:

     "As of each Valuation Date, the Trustee shall allocate
     to each Account under the ESOP (other than the Unallocated
     Contributions and Dividends Account) its share of the net
     income or net loss of the ESOP Fund as hereinafter set
     forth:".

     17.   By deleting clause (1) from Section 5.1(b) and substituting 
therefor the following:

     "(1) the Acquisition Loan provides for payments of
     principal and interest no less frequently than annually at a
     cumulative rate that is not less rapid at any time than
     level annual payments of those amounts for ten years,".

     18.   By deleting the first sentence of Section 5.1(c) in its entirety 
and substituting therefor the following:

     "No person entitled to payment under an Acquisition
     Loan shall have any right to Fund assets other than (1)
     collateral given for the Acquisition Loan; (2) contributions
     (other than contributions of Company Stock) that are made to
     the ESOP under Plan Section 3.3; and (3) earnings
     attributable to such collateral and such contributions."

     19.   By replacing the term "Plan" with the term "ESOP" the first time 
the former appears in Section 7.1.

     20.   By deleting the second sentence of Sections 8.3 and 9.2 in their
entireties and substituting therefor the following:

     "If the Member's interest in Company Stock under the
     Plan equals or exceeds the value of one hundred (100) shares
     of Company Stock, that interest may be distributed in the
     form of whole shares of Company Stock if the Member so
     elects in such form as the Plan Administrator may
     prescribe."

     21.   By deleting Subsection (c) of Section 11.3 in its entirety and 
by substituting therefor the following:

           "(c) For purposes of this Plan Section, the term
     `required beginning date' means April 1 of the calendar year
     following the later of the calendar year in which the Member
     attains age 70.5 or the calendar year in which the Member
     retires, except that, in the case of a person described in
     Section 1(b)(3) of Appendix C, the `required beginning date'
     shall be April 1 of the calendar following the calendar year
     in which the Member attains age 70.5."

     22.   By redesignating Section 22 as Section 23 and by adding new 
Section 22 as follows:

                             "SECTION 22
                              PLAN LOANS"

            22.1 Subject to the provisions of the Plan and the
     Trust, on and after the date the provisions of this Section
     are activated by express written action of the Plan
     Administrator, each Member who is an Employee shall have the
     right, subject to prior approval by the Plan Administrator,
     to borrow from the Fund an amount equal to the lesser of the
     value of the Member's accounts under the Profit Sharing Plan
     or fifty percent (50%) of the value of the Member's vested
     Account.  In addition, each "party in interest," as defined
     in ERISA Section 3(14), who is (a) a Member but no longer an
     Employee, (b) the Beneficiary of a deceased Member, or
     (c) an alternate payee of a Member pursuant to the
     provisions of a "qualified domestic relations order," as
     defined in Code Section 414(p), shall also have the right,
     subject to prior approval by the Plan Administrator, to
     borrow from the Fund; provided, however, that loans to such
     parties in interest may not discriminate in favor of Highly
     Compensated Employees.

            22.2 In order to apply for a loan, a borrower must
     complete and submit to the Plan Administrator documents
     provided by the Plan Administrator for this purpose.

            22.3 Loans shall be available to all eligible
     borrowers on a reasonably equivalent basis which may take
     into account the borrower's creditworthiness, ability to
     repay, and ability to provide adequate security.  Loans
     shall not be made available to Highly Compensated Employees,
     officers or shareholders of a Plan Sponsor in an amount
     greater than the amount made available to other borrowers.
     This provision shall be deemed to be satisfied if all
     borrowers have the right to borrow the same percentage of
     their interest in the Member's vested Account, notwith
     standing that the dollar amount of such loans may differ as
     a result of differing values of Members' vested Accounts.

            22.4 Each loan shall bear a `reasonable rate of
     interest' and provide that the loan be amortized in
     substantially level payments, made no less frequently than
     quarterly, over a specified period of time.  A `reasonable
     rate of interest' shall be that rate that provides the Plan
     with a return commensurate with the interest rates charged
     by persons in the business of lending money for loans which
     would be made under similar circumstances.

            22.5 Each loan shall be adequately secured, with
     the security for the outstanding balance of all loans to the
     borrower to consist of one-half (1/2) of the borrower's
     interest in the Member's vested Account, or such other
     security as the Plan Administrator deems acceptable.  No
     portion of the Member's Employee Deferral Account shall be
     used as security for any loan hereunder unless and until
     such time as the loan amount exceeds the value of the
     borrower's interest in the Member's vested Account in all
     other Accounts.

            22.6 Each loan, when added to the outstanding
     balance of all other loans to the borrower from all
     retirement plans of the Plan Sponsor and its Affiliates
     which are qualified under Section 401 of the Code, shall not
     exceed the lesser of:

            (a)  $50,000, reduced by the excess, if any, of

               (1)  the highest outstanding balance of loans
            made to the borrower from all retirement plans qualified
            under Code Section 401 of the Plan Sponsor and its
            Affiliates during the one (1) year period immediately
            preceding the day prior to the date on which such loan was
            made, over

               (2)  the outstanding balance of loans made to
            the borrower from all retirement plans qualified under Code
            Section 401 of the Plan Sponsor and its Affiliates on the
            date on which such loan was made, or

            (b)  one-half (1/2) of the value of the borrower's
            interest in the vested Account attributable to the Member's
            Account.

     For purposes of this Section, the value of the vested
     Account attributable to a Member's Account shall be
     established as of the latest preceding Valuation Date, or
     any later date on which an available valuation was made, and
     shall be adjusted for any distributions or contributions
     made through the date of the origination of the loan.

            22.7 Each loan, by its terms, shall be repaid
     within five (5) years, except that any loan which is used to
     acquire any dwelling unit which within a reasonable time is
     to be used (determined at the time the loan is made) as the
     principal residence of the borrower may, by its terms, be
     repaid within a longer period of time.

            22.8 The Plan Administrator may establish limits
     on the number of loans outstanding in favor of any single
     borrower at any one time and, for any such loan, a minimum
     loan amount, which limitations shall be applied in a uniform
     and nondiscriminatory manner.

            22.9 The entire unpaid principal sum and accrued
     interest shall, at the option of the Plan Administrator,
     become due and payable if (a) a borrower fails to make any
     loan payment when due, (b) a borrower ceases to be a `party
     in interest', as defined in ERISA Section 3(14), (c) the
     vested Account held as security under the Plan for the
     borrower will, as a result of an impending distribution or
     withdrawal, be reduced to an amount less than the amount of
     all unpaid principal and accrued interest then outstanding
     under the loan, or (d) a borrower makes any untrue
     representations or warranties in connection with the
     obtaining of the loan.  In that event, the Plan
     Administrator may take such steps as it deems necessary to
     preserve the assets of the Plan, including, but not limited
     to, the following:  (1) direct the Trustee to deduct the
     unpaid principal sum, accrued interest, and any other
     applicable charge under the note evidencing the loan from
     any benefits that may become payable out of the Plan to the
     borrower, (2) direct the Plan Sponsor to deduct and transfer
     to the Trustee the unpaid principal balance, accrued
     interest, and any other applicable charge under the note
     evidencing the loan from any amounts owed by the Plan
     Sponsor to the borrower, or (3) liquidate the security given
     by the borrower, other than amounts attributable to a
     Member's Employee Deferral Account, and deduct from the
     proceeds the unpaid principal balance, accrued interest, and
     any other applicable charge under the note evidencing the
     loan.  If any part of the indebtedness under the note
     evidencing the loan is collected by law or through an
     attorney, the borrower shall be liable for attorneys' fees
     in an amount equal to ten percent of the amount then due and
     all costs of collection.

            22.10     Each loan shall be treated as an
     investment of that borrower's Account and shall be made only
     in accordance with regulations and rulings of the Internal
     Revenue Service and the Department of Labor.  The Plan
     Administrator shall be authorized to administer the loan
     program of this Section and shall act in his sole discretion
     to ascertain whether the requirements of such regulations
     and rulings and this Section have been met."

     23.   By deleting the first sentence of Section 2 of Appendix A 
and substituting therefor the following:

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

                (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."

     24.   By deleting Subsection (b) of Section 3 of Appendix A in its 
entirety and substituting therefor the following:

           "(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
           contributed by such Eligible Members beginning with the
           greatest of such amounts."

     25.   By deleting the first sentence of Section 5 of Appendix A and 
substituting therefor the following:

           "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 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."

     26.   By deleting Subsection (b) of Section 6 of Appendix A in its 
entirety and substituting therefor the following:

           "(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."

     27.   By deleting the last sentence of the second paragraph of 
Section 6 of Appendix A.

     28.   By substituting Section 4.2(b)(3) as the cross-reference in 
place of Section 4.2(b) in Section 6(c) of Appendix B.

     29.   By deleting Section 1(b)(1) of Appendix C in its entirety and
substituting therefor the following:

           "(1) An officer of the Plan Sponsor or any
     Affiliate whose Annual Compensation was greater than fifty
     percent (50%) of the amount in effect under Code Section
     415(b)(1)(A) for the calendar year in which the Plan Year
     ends, where the term `officer' means an administrative
     executive in regular and continual service to the Plan
     Sponsor or Affiliate; provided, however, that in no event
     shall the number of officers exceed the lesser of Clause (A)
     or (B) of this Subparagraph (1), where:

               (A)  equals fifty (50) Employees; and

               (B)  equals the greater of (i) three (3)
     Employees or (ii) ten percent (10%) of the number of
     Employees during the Plan Year, with any non-integer being
     increased to the next higher integer.

     If for any Plan Year no officer of the Plan Sponsor
     meets the requirements of this Subparagraph (1), the highest
     paid officer of the Plan Sponsor for the Plan Year shall be
     considered an officer for purposes of this Subparagraph."

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

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

                                   MORRISON HEALTH CARE, INC.

                                   By:/s/ K. Wyatt Engwall
                                          K. Wyatt Engwall 
                                   Title: Senior Vice President, Finance

ATTEST:

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

     [CORPORATE SEAL]