Preheat oven to 300 degrees. Spray large nonstick sheet with nonstick cooking spray. Combine popcorn and pecans in large bowl; mix lightly. Set aside. Combine brown sugar and honey in small saucepan. Cook over medium heat just until brown sugar is dissolved and mixture comes to a boil, stirring occasionally. Pour over popcorn mixture; toss lightly to coat evenly. Transfer to prepared baking sheet.

Bake 30 minutes, stirring after 15 minutes. Spray large sheet of waxed paper with nonstick cooking spray. Transfer popcorn to prepared waxed paper to cool. Store in airtight containers. Makes 12 servings.

Fat, 0mg Cholesterol, 4mg Sodium, 26g Total Carbohydrate, 1g Dietary Fiber, 1 g Protein

Exchanges: 1 Starch, 1/2 Fat, 1/2 Fruit (2 Carbohydrate Choices)

Mc editing by Pat Hanneman (Kitpath) < http://wizard. Ucr. Edu/~phannema >