EXHIBIT 10.2


                              ADDENDUM NO 3 TO THE
                      PROTOCOL OF CEREAL PARTNERS WORLDWIDE

                                 ASEAN AGREEMENT

The following sets forth the understanding of General Mills, Inc. ("GMI") and
Nestle S.A. ("Nestle") with respect to the entry of Cereal Partners Worldwide
("CPW") into the breakfast cereal market in the ASEAN countries in accordance
with the document headed "CPW activities in Asia - ASEAN Project". It is
effective as of March 15, 1993:

1)    In view of the requirements of the overall Asean Industrial Joint Venture
      Agreements to which Nestle is a party and which govern a significant part
      of its food activities in that region, the issued and paid-up capital of
      Nestle Asean Philippines Inc. ("NAJPHIL"), the company established in the
      Philippines for the manufacture and sale of breakfast cereals, is
      currently held in the ratio of 40% by several Asean-based investors
      ("Investors") and of 60% by Nestle. Nestle acknowledges that it holds half
      of its 60% interest in trust for GMI, and that GMI is therefore currently
      the beneficial owner of a 30% interest in NAJPHIL. Nestle further
      acknowledges that GMI has to that effect transferred the US$ equivalent of
      Ph. P. 36 million to Nestle for its portion of the initial capital of
      NAJPHIL.

      Nestle and GMI agree that the basic principle regarding the equity in
      NAJPHIL is that Nestle's formal holding in the company, whatever it may
      be, will at all times be held as to 50% on trust for GMI.

      It follows that in the event of Nestle being forced (by law or contractual
      obligations which have been acknowledged and approved by the Supervisory
      Board of CPW) to reduce the ratio of its holding in NAJPHIL, or if the
      issued and paid-up capital of NAJPHIL needs to be increased above its
      present level, or if the ratio of Nestle's holding in NAJPHIL increases at
      any time above 60%, GMI undertakes to surrender such of its shares in
      NAJPHIL, or to make such further contributions to Nestle, as the case may
      be, as will enable GMI to maintain a beneficial interest in 50% of
      Nestle's then shareholding in NAJPHIL.

2)    In regard to the overall Nestle ASEAN breakfast cereal activities,
      involving NAJPHIL as well as the Nestle breakfast cereal selling
      operations in the Philippines, Malaysia, Singapore and Thailand, Nestle
      acknowledges and agrees that GMI shall (to the extent that the relevant
      company pays taxes) be entitled to (responsible for) 50% of the total
      profits (losses) attributable to such activities in the respective Nestle
      companies, provided that such entitlement shall be on a net effective
      after-tax basis and shall take into account all minority shareholders and
      correlative commitments therewith, if any. In the event that any of the
      respective Nestle companies does not receive a current tax benefit for
      losses realized from its breakfast cereal operations, the distribution of
      profits by Nestle to GMI or the contribution for losses by GMI to Nestle
      for the year in which any such loss is utilized for tax purposes on a
      carryforward or carryback basis, shall be adjusted to reflect the tax
      benefit from such loss received by any of the respective Nestle companies.





      To that effect GMI shall, within 30 days of receipt of a summary of the
      annual Profit and Loss statements for all companies concerned in the Asean
      breakfast cereal activities, pay to Nestle its 50% share of any aggregate
      fiscal year loss incurred in the immediately preceding fiscal year.
      Conversely, but to the extent that the same can actually be transferred to
      Switzerland, Nestle shall within the same period remit to GMI 50% of any
      aggregate fiscal year profits. If some or all of such profits can not be
      transferred to Switzerland due to reasons beyond the reasonable control of
      Nestle, they shall be accounted for the credit of General Mills and bear
      interest at the prime borrowing rate in the respective countries, after
      deduction of taxes and minority interests; such interest shall accrue once
      a year. Such profits, or any eligible portion thereof, which are withheld
      from transfer to Switzerland, will be remitted to Switzerland as soon as
      legally possible.

3)    Nestle undertakes regularly to provide GMI with all financial and other
      data regarding NAJPHIL, as well as an Auditor's certificate covering the
      year-end Profit & Loss situation relating to the breakfast cereal
      activities in each of the companies concerned, together with such
      supporting documentation as GMI may reasonably require for its US tax
      return or other mandatory purpose, including in particular an annual tax
      accounting report. Such additional supporting documentation shall be for
      GMI's account.

4)    The CPW-ASEAN understanding shall also include the terms of a technology
      license agreement from Societe des Produits Nestle S.A. ("SPN") to NAJPHIL
      and a letter agreement between SPN and CPW S.A. ("CPW") regarding the
      payment of royalties to CPW.

This understanding shall be deemed Supplementary to the Protocol of Cereal
Partners Worldwide, as amended.



                                       NESTLE S.A

                                       By:     /s/ M. Garrett
                                          ------------------------------------


                                       GENERAL MILLS, INC.

                                       By:     /s/ M. H. Willes
                                          ------------------------------------


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