April 3, 1997


PERSONAL AND CONFIDENTIAL

Via Hand Delivery

Mr. Christopher P. Elliott

Dear Chris:

      This  letter confirms the terms of the agreement which
you  and  I  have reached concerning your employment  status
following  discussions that you and I  just  completed,  and
covers  the  change in your employment status with  Morrison
Fresh Cooking, Inc. (the "Company").

      The  Company's offer that is described in this  letter
will be open and effective for twenty-one (21) days from the
date  shown  as the "Effective Date" of the agreement.   You
may  elect to accept or reject this offer within the twenty-
one  (21)  day period.  Obviously, it is important that  you
understand the terms of our offer so that if you  sign,  you
do  so knowingly and voluntarily.  To enable you to do that,
we  suggest  that  you consult with an  attorney  about  the
Company's offer and your rights before signing it.  You will
not, however, waive or give up any rights or claims you  may
have  against the Company that may arise after the date that
you  accept the Company's offer.  If you accept this  offer,
both of us will acknowledge our agreement with the terms and
conditions  outlined in the offer and Waiver of Rights  (the
"Waiver")  set  forth in this letter (the offer  and  Waiver
collectively referred to herein as the "Agreement").

      If  you  decide to sign the Agreement and  waive  your
rights  against  the Company, you will have seven  (7)  days
following the signing of the Agreement and the return of the
signed  Agreement  to  change  your  mind  and  revoke   the
Agreement.   In other words, the Agreement will  not  be  in
effect  until  seven  (7) days have  passed  following  your
signing.

The  key  elements  of the Company's offer  to  you  are  as
follows:

1.    Effective as of April 4, 1997, which we will refer  to
  as the "Termination Date," you no longer will be required to
  perform services for the Company, your employment with the
  Company will be officially terminated, you shall relinquish
  all titles and offices held with the Company and resign from
  the Company's Board of Directors, and the Change of Control
  Agreement between you and the Company dated as of March 2,
  1996 shall be terminated.

2.    You  will  receive what we will refer to as additional
  compensation (the "Additional Compensation") which will be
  paid to you as follows:

       (a) You will receive biweekly payments at your current
       base compensation rate through the close of business on
       April 4, 1997.
     
       (b)   You  will be entitled to receive on a  prorated
       basis  any  bonus earned under the formula for  which
       you  are  accountable for the Company's  Fiscal  Year
       1997,  prorated through April 4, 1997.  You will  not
       be  eligible  for any future bonuses other  than  the
       bonus referenced in this Section 2(b).
     
       (c)   You  have the option of purchasing your Company
       automobile   at  its  present  net  book   value   of
       $7,507.67.  If  you  elect to buy the  automobile  at
       present  net book value, the difference between  such
       value and the actual value of the automobile will  be
       considered  income and you will receive a  Form  1099
       or W-2 reflecting such income.
     
       (d)   The  Company  currently has  no  severance  pay
       policy.   However, you will receive six  (6)  monthly
       payments each in the gross amount of $14,466.67.   In
       the  event  that  you  have obtained  new  employment
       prior  to  the end of such six (6) month period,  you
       will  have  the  option of receiving the  balance  of
       such monthly payments in a single lump sum.

3.    The  Company  will,  subject to the  approval  of  the
  Compensation  and Stock Option Committee of the  Board  of
  Directors  of the Company at its next regularly  scheduled
  meeting, waive any restrictions on your sale of the 37,419
  shares  of common stock of the Company which you purchased
  pursuant  to the Company's one-time 1996 Management  Stock
  Option Program.  The timing of such sale by you will be so
  as  to  be  in  compliance with all laws  and  regulations
  affecting  the  trading of Company stock. Thereafter,  the
  Company shall pay to you based on your sale of such shares
  between July 1, 1997 and December 31, 1997, for each of such
  shares  the difference between the actual per share market
  price  on  the date of sale of such shares and  $7.75  per
  share.

4.    The  Company will arrange to provide at the  Company's
  expense the outplacement services of a reputable corporate
  outplacement firm selected by the Company to assist you in
  locating other suitable employment.

5.    If you elect COBRA, the Company will reimburse you for
  that  portion of your COBRA cost equal to what the Company
  contributes for the same type of employee coverage  for  a
  period equal to the lesser of six (6) months or the duration
  of your COBRA continuation period. We agree to provide you
  with information covering your health insurance entitlements
  under COBRA and other employee benefits at termination. You
  will  hear directly from the Company's Benefits Department
  explaining these matters.  If this written information does
  not  adequately answer your questions, please let us  know
  right away.

6.    You  will  not  be  eligible  to  participate  in  the
  Executive Stock Option Program or Management Stock  Option
  Program after April 4, 1997.

7.    All  compensation payments to you will be  subject  to
  applicable deductions.

8.    As  of  the Termination Date, under the terms  of  the
  Company's   Management  Retirement  Plan   and   Executive
  Supplemental  Pension  Plan,  you  are  not  eligible   to
  participate in those plans.  Therefore, you have no benefits
  that are due you under those plans.

9.   Exhibit "A " to this letter contains a complete list of
  your  Company-granted stock options.  You are not eligible
  for any future grants of options to acquire Company stock.
  Except  as  modified by the terms of this paragraph,  your
  rights under the Company-granted stock options (the "Stock
  Options")  that you currently hold are controlled  by  the
  terms  of  the  applicable written stock option  award  or
  agreement.

       (a) Each Stock Option which by its terms would otherwise
       expire upon the termination or change of your employment
       status with the Company will, subject to the approval of
       the Compensation and Stock Option Committee of the Board
       of Directors of the Company, remain exercisable for a
       period equal to the lesser of two (2) years from the date
       of termination of your employment with the Company or the
       expiration of the original option period and  may  be
       exercised  by  you  when such  Stock  Option  becomes
       exercisable under its terms.  Stock Options not exercised
       within  such  two (2) year period will  automatically
       terminate.  You will be subject to exercising the Stock
       Options  as if you had remained an employee with  the
       Company and were still fully subject to all of the terms
       and conditions of such plans which are not in conflict
       with this two (2) year exercise period.  The Company will
       request the respective Chief Executive Officers of Ruby
       Tuesday, Inc. and Morrison Health Care, Inc. to extend
       the period during which stock options of those companies
       which  you may possess will remain exercisable for  a
       period equal to the lesser of two (2) years from the date
       of termination of your employment with the Company or
       until the stock options would expire other than due to
       your termination of employment with the Company and may
       be exercised by you if and when such stock options become
       exercisable by their terms within such period.

10.    If  you  are  currently  a  member  of  the  Morrison
  Employees'  Federal  Credit Union,  you  may  continue  to
  participate in that program, subject only to observing the
  rules and qualifications governing participation.

11.  If you participated in the Morrison Fresh Cooking, Inc.
  Salary  Deferral 401(k) Plan or the Deferred  Compensation
  Plan,  as  amended, you, of course, may receive monies  in
  accordance with the terms of those plans, but you will not
  be  allowed  to make any contributions or receive  Company
  matching  contributions under these  plans  following  the
  Termination Date.

12.   Aside from the amounts to which you are entitled under
  the terms of this Agreement, you acknowledge that you have
  received any and all compensation and remuneration of  any
  kind and character, including, but not limited to, salary,
  bonuses, commissions, vacation, stock options, and severance
  pay, which you may be entitled to receive from the Company
  at any time now or in the future.  It is understood that the
  Company's  Agreement  with you is in  lieu  of  any  other
  severance pay.

13.  You agree to keep confidential information disclosed to
  you  or  known by you as a consequence of or through  your
  employment  by  the  Company,  concerning  the   business,
  financial affairs, products, suppliers, processes, services,
  customers,  employees, or employees' compensation  of  the
  Company,  including information related to menus, recipes,
  purchasing, bargaining, customer lists, manuals (all types),
  sales  and marketing techniques, territorial sales  plans,
  account  records, personnel records, pricing  information,
  advertising, promotion, accounting, recordkeeping, and any
  other   information  treated  by  the  Company  as   being
  confidential  or  which is labeled "Confidential"  by  the
  Company or which is otherwise designated as confidential or
  proprietary by the Company.  Confidential information does
  not include:  (a) information already known to you prior to
  your  employment  by  the Company  in  any  capacity,  (b)
  information  lawfully disclosed to you from a third  party
  outside the Company who had a right to so disclose it, and
  (c)  information  which  has become  a  matter  of  public
  knowledge through no fault or omission of yourself.

14.  There are no other promises, agreements, or
understandings between you and the Company, and it is the
intent of this Agreement that it embody any and all
promises, agreements, and understandings between yourself
and the Company. No changes or modifications may be made in
the terms stated in this Agreement unless made in writing
  and signed by yourself or your authorized representative and
  an authorized representative of the Company.  This Agreement
  will  inure to the benefit of, and will be binding on both
  parties,   and  their  personal  representatives,   heirs,
  successors, and assigns.

15.   It  is understood and agreed that if any provision  or
  part  of  this  Agreement is found  to  be  unenforceable,
  illegal,  or inoperable, such provision or part  shall  be
  severed,  and all remaining provisions and parts  of  this
  Agreement shall remain fully valid and enforceable.

16.  Furthermore, you agree to perform the following:

       (a)  Return all Company-owned property and  equipment
       including, but not limited to, laptop, discs, software
       and credit cards, to the corporate office within seven
       (7) days of your execution of this letter.
     
       (b)  Return all records, manuals and materials  which
       came  into your possession because of your employment
       with  the  Company and which represent or  relate  to
       the  Company's business records, including,  but  not
       limited to, those materials referenced in Section  13
       above,  and  copies thereof made while the  materials
       were  in  your possession and/or under your  control,
       to  the  corporate office within seven  (7)  days  of
       your  execution of this letter.  You agree  that  you
       will  not  retain any records, manuals and materials,
       or  copies of records, manuals and materials  as  set
       forth herein.

      The  Company's offer under this Agreement will be left
open  until  April 24, 1997.  If you have not executed  this
Agreement  on or before the close of business on  April  24,
1997, then the Company's offer is withdrawn.  Note that your
execution or non-execution of this Agreement does not change
the  Company's decision regarding your employment  and  that
you  are hereby terminated from the Company's payroll as  an
employee  effective April 4, 1997, and we will  provide  you
with the required information covering your health insurance
entitlement under COBRA.

      By signing this Agreement on behalf of the Company,  I
am  indicating  the Company's intent, and  my  authority  in
behalf of the Company, to make you this offer.  If there are
any  questions which need clarification, please let me  know
immediately  in order that we can discuss and resolve  them.
If  you  are  in  agreement and accept the Company's  offer,
please  return to me a fully executed copy of this Agreement
and Waiver.

                                   Sincerely,



                                   /s/ Ronnie L. Tatum
                                   Ronnie L. Tatum
                                   Chief Executive Officer


AGREEMENT ACKNOWLEDGED AND ACCEPTED.
I HEREBY TENDER MY RESIGNATION FROM  THE  BOARD OF DIRECTORS
                                   OF
MORRISON FRESH COOKING, INC. EFFECTIVE AS OF APRIL 4, 1997.



/s/ Christopher P. Elliott
Christopher P. Elliott

Date:  April 24, 1997

The "Effective Date" of this Agreement
is  April 3, 1997.



                                       PER SHARE  TOTAL
                             NUMBER OF  OPTION    OPTION EXERCISABLE EXPIRATION
            PLAN             OPTIONS    PRICE     PRICE     DATE       DATE
<TABLE>
<S>                          <C>        <C>       <C>          <C>      <C>
                                                                              
STOCK INCENTIVE PLAN, 1995     2,500   $10.0095   $25,023.75   1/3/98   1/3/00
ESOP GRANT                                                                     
                                                                           
STOCK INCENTIVE PLAN, 1996   120,000   $ 7.7500  $930,000.00   3/26/99  3/26/01
ESOP GRANT                                                                    
                                                                         
1996 MSOP, 3RD QUARTER GRANT 112,257   $ 7.7500  $869,991.75   3/26/98  3/26/01
                                      
</TABLE>
                                                                       


                      WAIVER OF RIGHTS

      I,  Christopher P. Elliott, knowingly and voluntarily,
agree to waive, settle, release and discharge Morrison Fresh
Cooking,  Inc.  (the  "Company") from any  and  all  claims,
demands, damages, actions or causes of action, including any
claims for attorneys' fees which I have against the Company,
its  predecessors,  subsidiaries, and  affiliates,  and  the
officers,  directors, employees and agents of each  of  them
arising  out  of  or  relating to  my  employment  with  the
Company,  my  service  on  the Board  of  Directors  of  the
Company, my resignation from the Board of Directors  of  the
Company,  the termination of the Change of Control Agreement
between the Company and me dated as of March 2, 1996, or the
termination or other change of status of my employment  with
the  Company  under the terms of the Agreement  executed  by
myself and containing an Effective Date of April 3, 1997.  I
understand this Waiver of Rights includes any claims  I  may
have  arising  under  any  Federal,  state  or  local  laws,
ordinances  or regulations pertaining to wrongful  discharge
or   discrimination  on  the  basis  of  sex,  race,  color,
religion, creed, national origin, age or handicap status and
particularly  any  rights I may have  pursuant  to  the  Age
Discrimination in Employment Act, the Older Workers  Benefit
Protection  Act, the Americans with Disabilities Act,  Title
VII of the Civil Rights Act of 1964, as amended, or relating
to  my  employment with the Company, my service on the Board
of  Directors of the Company, my resignation from the  Board
of  Directors of the Company, the termination of the  Change
of  Control Agreement between the Company and me dated as of
March  2,  1996,  or termination of my employment  with  the
Company under terms of the Agreement executed by myself  and
containing an Effective Date of April 3, 1997.

      I  acknowledge and understand that I waive my right to
file  suit for any claim I may have under the laws  and  the
statutes  named in the paragraph above.  I further waive  my
right  to claim or receive damages as a result of any charge
of  discrimination which may be filed by me or anyone acting
on my behalf.

      I  UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE  TERMS  OF
THIS AGREEMENT, THIS 24 DAY OF April, 1997.



/s/Christopher P. Elliott
Christopher P. Elliott





PERSONAL AND CONFIDENTIAL

Via Hand Delivery

April 24,1997

Mr. Christopher P. Elliott
3687 Westbrooke Circle
Atlanta, GA  30319

Dear Chris:

In  my letter to you dated April 3, 1997 ( the "Agreement"),
the  Company  offered  you a severance  package.   You  have
raised  a  number  of  questions  regarding  changes  and/or
clarifications to the Agreement.

We  have reviewed each of these matters and will respond  as
follows:

     1.   Section 2(d) of the Agreement is amended by adding the
       following at the end thereof:  "In the event that you have
       not obtained new employment prior to the end of such six (6)
       month period, the Company will, provided that you have
       exercised all due diligence in seeking new employment as
       determined by the Company in its sole discretion, pay to you
       up to three (3) additional monthly payments each in the
       gross amount of $14,466.67.  The Company's obligation to pay
       such additional monthly payments shall cease during the
       first month in which you commence such new employment.  All
       payments to be made pursuant to this Section 2(d) shall be
       made upon the 1st day of the month, beginning May 1, 1997."
     
     2.   Section 3 of the Agreement is amended by deleting the
       last sentence thereof and replacing it with the following:
       "Thereafter, the Company shall pay to you within seven (7)
       days of the Company's receipt of acceptable proof of such
       sale, but in no event prior to July 1, 1997, based on your
       sale of such shares between April 24, 1997 and December 31,
       1997, for each of such shares the difference between the
       actual per share closing price on the date of sale of such
       shares and $7.75 per share."

     3.   Section 9 of the Agreement is amended to provide that
       there shall be no extension of the period during which such
       Stock Options shall remain exercisable shall apply to any
       Stock Options issued to you during the fourth quarter of the
       Company's fiscal 1996 under the Executive Stock Option
       Program and the Management Stock Option Program.
     
     4.   Please note that the Compensation and Stock Option
       Committee of the Board of Directors of the Company is
       scheduled to meet on April 23, 1997, to consider those
       matters addressed in Sections 3 and 9 of the Agreement which
       require the approval of such Committee.
     
All of the terms and conditions stated in the April 3, 1997,
Agreement which are not in conflict with the changes in this
letter  will  remain in full force and effect.   This  means
that  the twenty-one (21) day acceptance period during which
the  Company's  offer  remains open  and  effective  in  the
Agreement  is  still in effect, and you  are  to  accept  or
reject the Company's offer within that time period.

Please let me know if you have any questions.

                         Sincerely,



                         /s/ Ronnie L. Tatum
                         Ronnie L. Tatum
                         Chief Executive Officer



THE AGREEMENT, AS MODIFIED HEREBY,
IS ACKNOWLEDGED AND ACCEPTED.



/s/ Christopher P. Elliott
Christopher P. Elliott

Date:  April 24, 1997



                              
         
April 3, 1997


PERSONAL AND CONFIDENTIAL

Via Hand Delivery

Mr. Scears Lee, III

Dear Scears:

      This  letter confirms the terms of the agreement which
you  and  I  have reached concerning your employment  status
following  discussions that you and I  just  completed,  and
covers  the  change in your employment status with  Morrison
Fresh Cooking, Inc. (the "Company").

      The  Company's offer that is described in this  letter
will be open and effective for twenty-one (21) days from the
date  shown  as the "Effective Date" of the agreement.   You
may  elect to accept or reject this offer within the twenty-
one  (21)  day period.  Obviously, it is important that  you
understand the terms of our offer so that if you  sign,  you
do  so knowingly and voluntarily.  To enable you to do that,
we  suggest  that  you consult with an  attorney  about  the
Company's offer and your rights before signing it.  You will
not, however, waive or give up any rights or claims you  may
have  against the Company that may arise after the date that
you  accept the Company's offer.  If you accept this  offer,
both of us will acknowledge our agreement with the terms and
conditions  outlined in the offer and Waiver of Rights  (the
"Waiver")  set  forth in this letter (the offer  and  Waiver
collectively referred to herein as the "Agreement").

      If  you  decide to sign the Agreement and  waive  your
rights  against  the Company, you will have seven  (7)  days
following the signing of the Agreement and the return of the
signed  Agreement  to  change  your  mind  and  revoke   the
Agreement.   In other words, the Agreement will  not  be  in
effect  until  seven  (7) days have  passed  following  your
signing.

The  key  elements  of the Company's offer  to  you  are  as
follows:

1.    Effective as of April 4, 1997, which we will refer  to
  as the "Termination Date," you no longer will be required to
  perform services for the Company and your employment  with
  the  Company  will  be  officially terminated,  you  shall
  relinquish all titles and offices held with the Company, and
  the Change of Control Agreement between you and the Company
  dated as of March 2, 1996, shall be terminated.

2.    You  will  receive what we will refer to as additional
  compensation (the "Additional Compensation") which will be
  paid to you as follows:

       (a) You will receive biweekly payments at your current
       base compensation rate through the close of business on
       April 4, 1997.
     
       (b)   You  will be entitled to receive on a  prorated
       basis  any  bonus earned under the formula for  which
       you  are  accountable for the Company's  Fiscal  Year
       1997,  prorated through April 4, 1997.  You will  not
       be  eligible  for any future bonuses other  than  the
       bonus referenced in this Section 2(b).
     
       (c)   The  Company  currently has  no  severance  pay
       policy.   However,  you  will  receive  twelve   (12)
       monthly   payments  each  in  the  gross  amount   of
       $9,091.67.   In the event that you have obtained  new
       employment  prior  to  the end of  such  twelve  (12)
       month  period, you will have the option of  receiving
       the  balance  of such monthly payments  in  a  single
       lump sum.

3.    The  Company  will,  subject to the  approval  of  the
  Compensation  and Stock Option Committee of the  Board  of
  Directors  of the Company at its next regularly  scheduled
  meeting, waive any restrictions on your sale of the  3,116
  shares  of common stock of the Company which you purchased
  pursuant  to the Company's one-time 1996 Management  Stock
  Option Program.  The timing of such sale by you will be so
  as  to  be  in  compliance with all laws  and  regulations
  affecting  the  trading of Company stock. Thereafter,  the
  Company shall pay to you based on your sale of such shares
  between July 1, 1997 and December 31, 1997, for each of such
  shares  the difference between the actual per share market
  price  on  the date of sale of such shares and  $7.75  per
  share.

4.    The  Company will arrange to provide at the  Company's
  expense the outplacement services of a reputable corporate
  outplacement firm selected by the Company to assist you in
  locating other suitable employment.

5.    You  will  not  be  eligible  to  participate  in  the
  Executive Stock Option Program or Management Stock  Option
  Program after April 4, 1997.

6.    You agree to cooperate with and assist the Company  in
  any  and  all  matters relating to claims  or  charges  of
  discrimination of any kind or sexual harassment which claims
  or  charges relate to a time when your worked in the Human
  Resources  Department of the Company or its  predecessors.
  Such cooperation and assistance shall include, but not  be
  limited to, your appearing as a witness during depositions,
  hearings,  trials,  mediations,  and  arbitrations.    The
  provisions of this paragraph shall survive the termination
  of this Agreement.

7.    All  compensation payments to you will be  subject  to
  applicable deductions.

8.    If you elect COBRA, the Company will reimburse you for
  that  portion of your COBRA cost equal to what the Company
  contributes for the same type of employee coverage  for  a
  period equal to the lesser of six (6) months or the duration
  of your COBRA continuation period.  We agree to provide you
  with information covering your health insurance entitlements
  under COBRA and other employee benefits at termination. You
  will  hear directly from the Company's Benefits Department
  explaining these matters.  If this written information does
  not  adequately answer your questions, please let us  know
  right away.

9.   Exhibit "A " to this letter contains a complete list of
  your  Company-granted stock options.  You are not eligible
  for any future grants of options to acquire Company stock.
  Except  as  modified by the terms of this paragraph,  your
  rights under the Company-granted stock options (the "Stock
  Options")  that you currently hold are controlled  by  the
  terms  of  the  applicable written stock option  award  or
  agreement.

       (a) Each Stock Option which by its terms would otherwise
       expire upon the termination or change of your employment
       status with the Company will, subject to the approval of
       the Compensation and Stock Option Committee of the Board
       of Directors of the Company, remain exercisable for a
       period equal to the lesser of three (3) years from the
       date of termination of your employment with the Company
       or the expiration of the original option period and may
       be  exercised  by you when such Stock Option  becomes
       exercisable under its terms.  Stock Options not exercised
       within  such three (3) year period will automatically
       terminate.  You will be subject to exercising the Stock
       Options  as if you had remained an employee with  the
       Company and were still fully subject to all of the terms
       and conditions of such plans which are not in conflict
       with this three (3) year exercise period.  The Company
       will request the respective Chief Executive Officers of
       Ruby Tuesday, Inc. and Morrison Health Care, Inc.  to
       extend the period during which stock options of those
       companies which you may possess will remain exercisable
       for a period equal to the lesser of three (3) years from
       the  date of termination of your employment with  the
       Company or until the stock options would expire other
       than  due to your termination of employment with  the
       Company and may be exercised by you if and when  such
       stock options become exercisable by their terms within
       such period.

10.    If  you  are  currently  a  member  of  the  Morrison
  Employees'  Federal  Credit Union,  you  may  continue  to
  participate in that program, subject only to observing the
  rules and qualifications governing participation.

11.  If you participated in the Morrison Fresh Cooking, Inc.
  Salary  Deferral 401(k) Plan or the Deferred  Compensation
  Plan,  as  amended, you, of course, may receive monies  in
  accordance with the terms of those plans, but you will not
  be  allowed  to make any contributions or receive  Company
  matching  contributions under these  plans  following  the
  Termination Date.

12.   Aside from the amounts to which you are entitled under
  the terms of this Agreement, you acknowledge that you have
  received any and all compensation and remuneration of  any
  kind and character, including, but not limited to, salary,
  bonuses, commissions, vacation, stock options, and severance
  pay, which you may be entitled to receive from the Company
  at any time now or in the future.  It is understood that the
  Company's  Agreement  with you is in  lieu  of  any  other
  severance pay.

13.  You agree to keep confidential information disclosed to
  you  or  known by you as a consequence of or through  your
  employment  by  the  Company,  concerning  the   business,
  financial affairs, products, suppliers, processes, services,
  customers,  employees, or employees' compensation  of  the
  Company,  including information related to menus, recipes,
  purchasing, bargaining, customer lists, manuals (all types),
  sales  and marketing techniques, territorial sales  plans,
  account  records, personnel records, pricing  information,
  advertising, promotion, accounting, recordkeeping, and any
  other   information  treated  by  the  Company  as   being
  confidential  or  which is labeled "Confidential"  by  the
  Company or which is otherwise designated as confidential or
  proprietary by the Company.  Confidential information does
  not include:  (a) information already known to you prior to
  your  employment  by  the Company  in  any  capacity,  (b)
  information  lawfully disclosed to you from a third  party
  outside the Company who had a right to so disclose it, and
  (c)  information  which  has become  a  matter  of  public
  knowledge through no fault or omission of yourself.

14.    There   are   no   other  promises,  agreements,   or
  understandings between you and the Company, and it is  the
  intent  of  this  Agreement that it  embody  any  and  all
  promises, agreements, and understandings between  yourself
  and the Company. No changes or modifications may be made in
  the  terms stated in this Agreement unless made in writing
  and signed by yourself or your authorized representative and
  an authorized representative of the Company.  This Agreement
  will  inure to the benefit of, and will be binding on both
  parties,   and  their  personal  representatives,   heirs,
  successors, and assigns.

15.   It  is understood and agreed that if any provision  or
  part  of  this  Agreement is found  to  be  unenforceable,
  illegal,  or inoperable, such provision or part  shall  be
  severed,  and all remaining provisions and parts  of  this
  Agreement shall remain fully valid and enforceable.

16.  Furthermore, you agree to perform the following:

       (a)  Return all Company-owned property and  equipment
       including, but not limited to, laptop, discs, software
       and credit cards, to the corporate office within seven
       (7) days of your execution of this letter.
     
       (b)  Return all records, manuals and materials  which
       came  into your possession because of your employment
       with  the  Company and which represent or  relate  to
       the  Company's business records, including,  but  not
       limited to, those materials referenced in Section  13
       above,  and  copies thereof made while the  materials
       were  in  your possession and/or under your  control,
       to  the  corporate office within seven  (7)  days  of
       your  execution of this letter.  You agree  that  you
       will  not  retain any records, manuals and materials,
       or  copies of records, manuals and materials  as  set
       forth herein.

       The Company's offer under this Agreement will be left
open  until  April 24, 1997.  If you have not executed  this
Agreement  on or before the close of business on  April  24,
1997, then the Company's offer is withdrawn.  Note that your
execution or non-execution of this Agreement does not change
the  Company's decision regarding your employment  and  that
you  are hereby terminated from the Company's payroll as  an
employee  effective April 4, 1997, and we will  provide  you
with the required information covering your health insurance
entitlement under COBRA.

      By signing this Agreement on behalf of the Company,  I
am  indicating  the Company's intent, and  my  authority  in
behalf of the Company, to make you this offer.  If there are
any  questions which need clarification, please let me  know
immediately  in order that we can discuss and resolve  them.
If  you  are  in  agreement and accept the Company's  offer,
please  return to me a fully executed copy of this Agreement
and Waiver.

                                   Sincerely,



                                   /s/Ronnie L. Tatum
                                   Ronnie L. Tatum
                                   Chief Executive Officer



AGREEMENT ACKNOWLEDGED
AND ACCEPTED.



/s/ Scears Lee, III
Scears Lee, III

Date: 4/23, 1997

The "Effective Date" of this Agreement
is  April 3, 1997.



                                         PER                    
                               NUMBER   SHARE    TOTAL
                                 OF     OPTION   OPTION EXERCISABLE EXPIRATION
            PLAN               OPTIONS  PRICE    PRICE    DATE        DATE
                                                                      
STOCK INCENTIVE PLAN, 1993      1,200  $8.1029  $9,723.48     7/1/96  7/1/98
ESOP GRANT               
                                                                      
1994 MSOP, 1ST QUARTER GRANT      218  $8.9200  $1,944.56     9/4/95  9/4/98
                                                                      
1994 MSOP, 2ND QUARTER GRANT      227  $9.2946  $2,109.87    12/4/95 12/4/98
                                                                      
1994 MSOP, 4TH QUARTER GRANT       17  $9.6520  $  164.08     6/4/96  6/4/99
                                                                      
1995 MSOP, 1ST QUARTER GRANT      200 $10.5202  $2,104.04     9/3/96  9/3/99
                                                                      
STOCK INCENTIVE PLAN, 1996        200  $5.4133  $1,082.66    1/15/99 1/15/01
ESOP GRANT                      
                                                                      
STOCK INCENTIVE PLAN, 1996     15,000  $7.7500 $116,250.00   3/26/99 3/26/01
ESOP GRANT                    
                                                                      
1996 MSOP, 3RD QUARTER GRANT    9,348  $7.7500  $72,447.00   3/26/98 3/26/01
                                             


                        WAIVER OF RIGHTS


     I, Scears Lee, III, knowingly and voluntarily, agree to
waive, settle, release and discharge Morrison Fresh Cooking,
Inc.  (the  "Company")  from any and  all  claims,  demands,
damages,  actions or causes of action, including any  claims
for  attorneys' fees which I have against the  Company,  its
predecessors,   subsidiaries,  and   affiliates,   and   the
officers,  directors, employees and agents of each  of  them
arising  out  of  or  relating to  my  employment  with  the
Company,  the termination of the Change of Control Agreement
between the Company and me dated as of March 2, 1996, or the
termination or other change of status of my employment  with
the  Company  under the terms of the Agreement  executed  by
myself and containing an Effective Date of April 3, 1997.  I
understand this Waiver of Rights includes any claims  I  may
have  arising  under  any  Federal,  state  or  local  laws,
ordinances  or regulations pertaining to wrongful  discharge
or   discrimination  on  the  basis  of  sex,  race,  color,
religion, creed, national origin, age or handicap status and
particularly  any  rights I may have  pursuant  to  the  Age
Discrimination in Employment Act, the Older Workers  Benefit
Protection  Act, the Americans with Disabilities Act,  Title
VII of the Civil Rights Act of 1964, as amended, or relating
to  my  employment with the Company, the termination of  the
Change of Control Agreement between the Company and me dated
as  of  March 2, 1996, or termination of my employment  with
the  Company under terms of the Agreement executed by myself
and containing an Effective Date of April 3, 1997.

      I  acknowledge and understand that I waive my right to
file  suit for any claim I may have under the laws  and  the
statutes  named in the paragraph above.  I further waive  my
right  to claim or receive damages as a result of any charge
of  discrimination which may be filed by me or anyone acting
on my behalf.

      I  UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE  TERMS  OF
THIS AGREEMENT, THIS 23 DAY OF April, 1997.



                                      /s/Scears Lee, III
                                      Scears Lee, III



PERSONAL AND CONFIDENTIAL

Via Hand Delivery

April 23, 1997

Mr. Scears Lee, III

Dear Scears:

In  my letter to you dated April 3, 1997 ( the "Agreement"),
the  Company  offered  you a severance  package.   You  have
raised  a  number  of  questions  regarding  changes  and/or
clarifications to the Agreement.

We  have reviewed each of these matters and will respond  as
follows:

     1.   Section 2(c) of the Agreement is amended by adding the
       following at the end thereof:  "In the event that you have
       not obtained new employment prior to the end of such twelve
       (12) month period, the Company will pay to you up to three
       (3) additional monthly payments each in the gross amount of
       $9,091.67.  The Company's obligation to pay such additional
       monthly payments shall cease during the first month in which
       you commence such new employment.  All payments to be made
       pursuant to this Section 2(c) shall be made upon the 1st day
       of the month, beginning May 1, 1997."
     
     2.   Section 3 of the Agreement is amended by deleting the
       last sentence thereof and replacing it with the following:
       "Thereafter, the Company shall pay to you within seven (7)
       days of the Company's receipt of acceptable proof of such
       sale, but in no event prior to July 1, 1997, based on your
       sale of such shares between April 24, 1997 and December 31,
       1997, for each of such shares the difference between the
       actual per share closing price on the date of sale of such
       shares and $7.75 per share."
     
     3.   Section 9 of the Agreement is amended to provide that
       there shall be no extension of the period during which such
       Stock Options shall remain exercisable shall apply to any
       Stock Options issued to you during the fourth quarter of the
       Company's fiscal 1996 under the Executive Stock Option
       Program and the Management Stock Option Program.
     
     4.   Please note that the Compensation and Stock Option
       Committee of the Board of Directors of the Company is
       scheduled to meet on April 23, 1997, to consider those
       matters addressed in Sections 3 and 9 of the Agreement which
       require the approval of such Committee.
     
     5.   Section 6 of the Agreement is amended to provide that
       the Company will cause you to be served with a subpoena in
       conjunction with your appearing as a witness during any
       proceeding.
     
     6.   Section 8 of the Agreement is amended by deleting the
       first sentence thereof and replacing it with the following:
       "If you elect COBRA, the Company will reimburse you for that
       portion  of your COBRA cost equal to what the Company
       contributes for the same type of employee coverage for a
       period equal to the lesser of twelve (12) months or the
       duration of your COBRA continuation period."
     
All of the terms and conditions stated in the April 3, 1997,
Agreement which are not in conflict with the changes in this
letter  will  remain in full force and effect.   This  means
that  the twenty-one (21) day acceptance period during which
the  Company's  offer  remains open  and  effective  in  the
Agreement  is  still in effect, and you  are  to  accept  or
reject the Company's offer within that time period.

Please let me know if you have any questions.

                         Sincerely,



                         /s/ Ronnie L. Tatum
                         Ronnie L. Tatum
                         Chief Executive Officer


THE AGREEMENT, AS MODIFIED HEREBY,
IS ACKNOWLEDGED AND ACCEPTED.



/s/ Scears Lee, III
Scears Lee, III

Date:  April 23, 1997