Exhibit 10.33

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


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


                             W I T N E S S E T H:

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


                                    "APPENDIX A
                       SPECIAL NONDISCRIMINATION RULES


                                  SECTION 1

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

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

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

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

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

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


                                  SECTION 2

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

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

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

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

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


                                  SECTION 3

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

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

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

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

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


                                  SECTION 4

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



                                  SECTION 5

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

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

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

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

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


                                  SECTION 6

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

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

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

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

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


                                  SECTION 7

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

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

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

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

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

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

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

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

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

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

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

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

                                    MORRISON HEALTH CARE, INC.

                             By: /s/ Glenn Davenport

                                    Title:President and Chief Executive Officer

ATTEST:

By:  /s/John E. Fountain

Title:  Secretary

      [CORPORATE SEAL]