Exhibit 10(g)

            THIRD AMENDMENT TO THE MORRISON FRESH COOKING, INC.
                        MANAGEMENT RETIREMENT PLAN


          WHEREAS,  Morrison  Fresh  Cooking, Inc. ("Employer") established
the Morrison Fresh Cooking, Inc. Management  Retirement  Plan  ("Plan")  on
March 7, 1996; and

          WHEREAS,  pursuant  to  the  provisions  of Paragraph 12.1 of the
Plan, the Employer has the right to amend the Plan, in whole or in part, at
any time and from time to time; and

          WHEREAS, the Employer deems it desirable to  amend  the  Plan  to
freeze  participation to those individuals who currently participate in the
Plan or meet the Compensation requirement for participation in the Plan.

          NOW, THEREFORE, in exercise of the power so reserved, the Plan is
hereby amended as follows:


     1.   The  first  sentence  of  Paragraph  2.1 is hereby deleted in its
entirety,  effective December 31, 1999, and the following  three  sentences
substituted in lieu thereof:

          2.1  All persons who were Participants in the Plan as of December
     31, 1999  shall  continue  to participate in the Plan as of January 1,
     2000.  All other persons who  are  employed  by  the  Plan  Sponsor on
     December  31,  1999,  other  than  a  Pre-Spinoff  Employee, and whose
     average  annual  Compensation (determined without regard  to  the  One
     Hundred Thousand Dollar  ($100,000.00) limit) for a consecutive three-
     calendar-year  period  equals   or   exceeds  Forty  Thousand  Dollars
     ($40,000.00) (as may be adjusted from  time  to  time hereafter by the
     Company)  shall  become a participant on January 1,  2000.   No  other
     persons shall become eligible to participate in the Plan.

     2.  The following  new  Paragraph  2.3  is  hereby added at the end of
Article II:

          2.3  The benefits of all persons who became  Participants  before
     January  1,  2000  shall  be  One  Hundred Percent ("100%) vested. The
     benefits of all persons who become Participants  as of January 1, 2000
     shall vest in accordance with the following schedule:

               YEARS OF CREDITED SERVICE                VESTED PERCENTAGE
               -------------------------                -----------------
               1 - 14 Years of Credited Service               0%
               15 or More Years of Credited Service           100%

     3.  The Plan, as amended is hereby reaffirmed and readopted.



     IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed by its duly appointed officer, effective December 31, 1999.



                              MORRISON FRESH COOKING, INC.



                              By:__________________________________

                              Title:_________________________________




ATTEST:

By:  ___________________________



     [CORPORATE SEAL]