SECOND AMENDMENT TO THE
                  MORRISON FRESH COOKING, INC.
                      SALARY DEFERRAL PLAN

      THIS SECOND AMENDMENT is made on this 28th day of February,
1997,  by  MORRISON  FRESH  COOKING,  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 Fresh Cooking, Inc. Salary  Deferral
Plan (the "Plan"); and

      WHEREAS,  the  Primary Sponsor desires to  amend  the  Plan
primarily  to clarify certain employee stock ownership provisions
of  the  Plan  and to reflect the changes required by  the  Small
Business Job Protection Act of 1996;

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

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

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

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

      2.    By  adding  a new Subsection (j) to Section  1.1  and
deleting  the  last  sentence  of Section  1.1  and  substituting
therefor the following:

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

           Each  Account under the Plan may consist of a  Company
     Stock Subaccount and an Other Investment Subaccount."

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

          "(b) [Reserved];"

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

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

     5.   By replacing the existing Section 1.31 with new Section
1.31, as follows:

           "1.31      `Highly Compensated Employee'  shall  mean,
     with respect to a Plan Year, each Employee who:

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

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

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

           Notwithstanding the foregoing, the Primary Sponsor may
     elect  to  determine each Highly Compensated Employee  using
     the snapshot day of December 31, in a manner consistent with
     Section 4 of Revenue Procedure 93-42."

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

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

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

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

            "3.4A      Qualified  Contributions.   At  the   sole
     discretion  of the Primary Sponsor, each Plan Sponsor  shall
     make `Qualified Nonelective Contributions' and/or `Qualified
     Matching  Contributions',  as those  terms  are  defined  in
     Section  1  of  Appendix A, in an amount determined  by  the
     Primary Sponsor as necessary to satisfy, as applicable,  the
     testing  requirements  of Code Section 401(k)(3)(A)(ii)  and
     Code Section 401(m)(2)(A).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                          "SECTION 22
                           PLAN LOANS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     23.  By deleting the reference in Section 6(c) of Appendix B
to  Plan  Section 4.2(b)(3) and substituting therefor a reference
to Plan Section 4.2(b).

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

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

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

                    (A)  equals fifty (50) Employees; and

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

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

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

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

                                   MORRISON FRESH COOKING, INC.



                                   By:  /s/ Craig Nelson
                                          Craig Nelson
                                   Title:  SVP - Finance

ATTEST:



By:  /s/ Mitchell S. Block
      Mitchell S. Block
Title:  Secretary

     [CORPORATE SEAL]