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 1:

      "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 3.4.

      "Buyer"-- as defined in the Preamble.

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

      "Closing"-- as defined in Section 2.3.

      "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 10.2.

      "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 2.4(a)(iii).

      "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.   Section 9601  et seq.,  as 
amended("CERCLA").

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

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

      "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   

      "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 2.4(a)(iv).

      "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

      "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, failure to consummate
the purchase and sale provided for in this Agreement on the date and time and at
the  place  determined  pursuant  to this  Section  2.3  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  3.4   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
Company  Qualified  Plans  have been  administered  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   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  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 or of the  occurrence of any event that may make the
satisfaction of the conditions in Article 7 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  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,  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 2.4(b)(i).

      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, 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  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, all  further obligations of the parties  under this  Agreement
will  terminate,  except that  the obligations  in Sections 12.1 and 12.3 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 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. 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
Liabilitie    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  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  10.6  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  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
10.7 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, 10.4, or (to the extent provided in the last sentence of Section
10.3) Section 10.3 of  notice  of  the commencement of any Proceeding  against
it, such indemnified  party  will,  if  a  claim  is to  be  made  against  an
indemnifying  party under such  Section, give notice to the indemnifying party
of the  commencement of such claim, but the failure to notify the indemnifying
party will not  relieve the  indemnifying  party of any liability  that it may 
have to any  indemnified  party,  except to the extent  that the  indemnifying 
party  demonstrates that  the  defense  of  such action  is  prejudiced by the 
indemnifying party's failure to give such notice.

            (b)   If any Proceeding  referred to in Section 10.8(a) is brought
against an indemnified  party  and it  gives  notice to the indemnifying party
of  the  commencement  of  such  Proceeding,  the   indemnifying  party  will,
unless  the  claim  involves  Taxes,  be   entitled  to  participate  in  such
Proceeding  and,  to  the extent  that it wishes (unless (i) the  indemnifying
party is also a party to such  Proceeding and the indemnified party determines
in good faith that joint  representation  would be inappropriate,  or (ii) the
indemnifying party fails  to  provide reasonable  assurance to the indemnified
party  of  its  financial  capacity  to  defend  such  Proceeding  and provide  
indemnification with  respect to  such  Proceeding),  to assume the defense of 
such  Proceeding  with  counsel  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 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 Company  may  initiate  mediation  as
provided in Section 11.2(b) of this Agreement. If a negotiator  intends to  be 
accompanied at a meeting by legal counsel, the other negotiator shall be given
at least three (3) business days' notice of  such intention  and  may  also be 
accompanied by legal counsel.

            (b)   If the Dispute is not resolved by  negotiations  pursuant to
Section 11.2(a), the parties  shall  attempt in good faith to resolve any such
Dispute by  nonbinding   mediation.  Either  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 11.2(a) of this Agreement  or by mediation pursuant to Section 11.2(b) 
of this Agreement within 70 calendar days after initiation of the  negotiation
process  pursuant  to  Section 11.2(a),  such  Dispute and  any  other  claims
arising out of or relating to this  Agreement  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 11.2(a) and 11.2(b) of this Agreement, a party may seek 
preliminary injunction or other provisional judicial relief if in its judgement
such action is necessary to avoid irreparable damage or to preserve the status 
quo. Despite such action, the parties will continue to participate in good faith
in the procedures specified in Section 11.2(a) and 11.2(b).

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

      11.5  Performance  to  Continue.  Each party  shall  continue to perform
its or his obligations  under this Agreement  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 11.2(c).

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