EXHIBIT 10.18

                              ADDENDUM NO.2 TO THE
                     PROTOCOL OF CEREAL PARTNERS WORLDWIDE

         THIS ADDENDUM No.2 is to the Protocol of Cereal Partners Worldwide
between General Mills, Inc. and Nestle S.A. executed on the 21st day of
November, 1989. Upon execution hereof, this Addendum No.2 shall become an
integral part of the Protocol.

         Capitalized terms not defined herein shall have the meanings assigned
in the Protocol.

         SECTION 1. DEFINITIONS. The territory and field of the JV business as
defined in Sections 1 and 3 of the Protocol are hereby amended and the parties
adopt the following definitions:

        (a) The "Territory" of the JV, as used herein and in all other
agreements among the parties and/or CPW S.A. shall be defined as all countries
of the world with the exception of the United States of America, its military
installations, territories and possessions, the Commonwealth of Puerto Rico, the
Dominion of Canada and Iceland. This list of exceptions is exhaustive and any
amendment to it must be included in the Protocol.

        (b) The field of the JV business is Breakfast Cereals. "Breakfast
Cereals" as used herein and in all other JV agreements shall mean all family,
child and adult ready-to-eat, dry cereals. It shall not include, unless agreed
upon at a later date, grain-based products presented in the form of snack bars
and the like. Also excluded are products intended to be consumed as a drink and
grain-based products which when served are fairly homogenous with no distinct
cereal pieces, have a paste-like consistency and are normally prepared as paps
diluted in liquids.

        SECTION 2. NESTLE BREAKFAST CEREALS. Nestle companies presently have in
various countries where CPW is not present a Breakfast Cereal business using
Nestle's roller dryer technology and Nestle brands such as GOLD GRAIN or GRAIN
D'OR, all of which CPW has presently no intention to use for its own Breakfast
Cereal product range.

Notwithstanding the definitions of the Territory and of Breakfast Cereals in
this Addendum No. 2, the parties agree that the Nestle companies can, for their
own account, continue to manufacture and sell, and can introduce such roller
dryer Breakfast Cereals, under Nestle brands which are not used by CPW, subject
to CPW's instruction and right to request at any time the transfer of such
roller dryer Breakfast Cereal business to CPW.

        SECTION 3. GENERAL MILLS EXPORTS. General Mills presently exports to
various countries, where CPW is not present, Breakfast Cereals manufactured in
the United States. Notwithstanding the definition of the Territory in this
Addendum No.2, the parties agree that General Mills can, for its own account,
continue to export such Breakfast Cereals until December 31, 1994, subject to
CPW's instruction and right to request the transfer of such export business to
CPW. Accordingly, CPW shall plan the development of its operations with a
progressive takeover of these exports.

        SECTION 4. SUPERVISORY BOARD. Section 4 of the Protocol shall be amended
to provide that the Supervisory Board of the JV shall consist of an even number
of members, which shall not be less than six. All other provisions of Section 4
of



the Protocol, including the right of General Mills, Inc. and Nestle S.A. to each
elect one half of the members, remain unchanged.

Executed this 16th day of March 1993.

                                        NESTLE S.A.

                                        By         /s/ Ramon Masip

                                        Its  President and Chief
                                              Operating Officer - Food


                                        GENERAL MILLS, INC.

                                        By       /s/ Mark H. Willes

                                        Its  Vice Chairman