EXHIBIT 10.46

                       FOOD PREPARATION AGREEMENT
                                 BETWEEN
                        LIFESTREAM SERVICES, INC.
                                   AND
                   LINDLEY FOOD SERVICE CORPORATATION
         (A wholly owned subsidiary of HOST AMERICA CORPORATION)


THIS AGREEMENT, made this 1st day of July, 2002, by and between
LifeStream Services, Inc. 1701 Pilgrim Boulevard, P.O. Box 308, Yorktown,
Indiana  47396-0308 (hereinafter referred to as LIFESTREAM), and Lindley
Food Service Corporation, a wholly owned subsidiary of HOST AMERICA
CORPORATION, 201 Wallace Street, New Haven, Connecticut   06511
(hereinafter referred to as LINDLEY) for the provision of food service to
individuals in Blackford, Delaware, Grant, Henry, Jay, Madison, and
Randolph Counties in the State of Indiana.  Food service shall include
the preparation and packaging for distribution of home delivered meals
and congregate meals as outlined in this Contract and as indicated in
Exhibit 1.

                          W I T N E S S E T H:
                          --------------------

In consideration of the covenants herein and intending to be legally
bound hereby, the parties mutually agree as follows:

     1.   TERM:  This Agreement shall become effective on or about July
          1, 2002 and shall continue until the 30th day of June, 2004.
          Unless terminated in the manner hereinafter set forth, this
          Agreement shall automatically renew for successive one (1) year
          terms beginning July 1, 2004.

     2.   TERMINATION:  Either party may give notice of termination,
          without cause, by giving such notice in writing, by registered
          mail, directed to the other party at least ninety (90) days
          prior to the intended termination date.  LIFESTREAM may
          terminate this Agreement for any material breach by LINDLEY of
          its obligations hereunder by providing written notice of
          termination to LINDLEY.  If LINDLEY fails to cure the breach
          within thirty- (30) days from the date of such notification,
          this Agreement shall terminate upon the expiration of such
          thirty- (30) day period.

     3.   NOTICE:  Any notice required or permitted to be given shall be
          in writing and shall be mailed by registered mail or personal
          delivery, with notice being deemed to be given three (3) days
          after it is mailed or upon receipt if personally delivered.
          Any notice to be given hereunder shall, if to LINDLEY, be sent
          to Gil Rossomando, President, Lindley Food Service Corporation,
          201 Wallace Street, New Haven, CT  06511.  Any notice to be
          given hereunder shall, if to LIFESTREAM, be sent to William H.
          Boothe, President/CEO, LifeStream Services, Inc., P O Box 308,
          1701 Pilgrim Boulevard, Yorktown, IN  47396-0308.  If the name
          of the person to be

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          notified shall change, the notice of change of person shall be
          provided as set forth in this paragraph.

     4.   EXCLUSIVE RIGHTS:  LINDLEY shall have the exclusive rights and
          privileges to operate as an independent contractor in the
          provision of nutritious quality food services for the
          Congregate and Home Delivered Nutrition Program according to
          the requirements as described in the Bid Specifications (See
          Exhibit 1).

     5.   INCORPORATION OF BID SPECIFICATIONS:  Except as provided
          specifically elsewhere in this Agreement, LINDLEY agrees to
          comply with the terms of the "BID SPECIFICATIONS", which BID
          SPECIFICATIONS are attached hereto, made a part hereof, and
          marked "Exhibit 1."  If the terms of the BID SPECIFICATIONS and
          of this Agreement shall conflict, then the terms of this
          Agreement outside of the BID SPECIFICATIONS shall govern.

     6.   EQUIPMENT LOCATION:  LINDLEY's food preparation as required by
          the terms of this Agreement shall take place at the existing
          central kitchen located at 2100 North Granville Avenue, Muncie,
          Indiana.  LIFESTREAM has equipment located at the central
          kitchen, which equipment shall be available for usage by
          LINDLEY at no charge.  If other equipment is needed by LINDLEY
          to perform its responsibilities under the terms of this
          Agreement, LINDLEY shall provide the additional equipment at no
          charge to LIFESTREAM.

     7.   EQUIPMENT OWNERSHIP:  It is understood and agreed that any
          equipment purchased by LINDLEY in order to perform the services
          required under the terms of this Agreement shall remain
          LINDLEY's property at all times.  LIFESTREAM will take
          reasonable precautions to protect said machines and equipment
          from damage and will permit LINDLEY to remove them upon
          termination of this Agreement.  LIFESTREAM will furnish to
          LINDLEY, without charge, food preparation equipment, owned by
          LIFESTREAM, and to be used in connection with the food service.
          LINDLEY will arrange for installation and ongoing payment for
          all rent, utilities (including refrigeration, freezer space,
          heat, light, water, and electricity), and phone costs
          associated with operating the Central Kitchen.

     8.   MAINTENANCE, OPERATION, AND EQUIPMENT:  LINDLEY shall prepare
          meals for LIFESTREAM to distribute to the following locations:

               *    Serving Sites

               *    Homebound clients and/or dispersion sites

          The division of responsibility between LIFESTREAM and LINDLEY
          is hereafter provided:

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          LIFESTREAM will be responsible for:

          a)   Providing daily meal counts to LINDLEY for both Congregate
               and Homebound deliveries Monday through Friday, by 1:00
               p.m. of the previous day.
          b)   Furnishing maintenance services on all LIFESTREAM owned
               equipment.  When maintenance is insufficient to have the
               equipment in proper working condition, LIFESTREAM shall
               replace the equipment with comparable equipment which will
               be in working condition.  If LINDLEY employees cause
               damage to LIFESTREAM owned equipment through their own
               negligence, then LINDLEY shall be responsible for
               replacement of the damaged equipment.

          c)   Delivering all Congregate and Home Delivered meals to
               their destination.

          LINDLEY will be responsible for:

          a)   Preparation of meals, including:

               i)   Performing all buying and record keeping functions.

               ii)  Employing and training food service employees
                    including the employing of a registered dietician.

               iii) Furnishing sufficient supervisory personnel to
                    establish and maintain the operation at a high
                    standard.

               iv)  Instituting reliable food cost control methods.

          b)   Keeping the kitchen equipment, including all of the
               LIFESTREAM owned equipment as listed in Exhibit 1, in
               accordance with recognized standards for such equipment
               and in accordance with all laws, ordinances, regulations,
               and rules of Federal, State, and Local authorities.

          c)   Routine cleaning of the kitchen, storage areas, offices,
               and the loading dock in accordance with HACCP standards to
               assure sanitation conditions are met as stated in Exhibit
               1.

          d)   Posting all Congregate and Home Delivered menus, for
               distribution to LIFESTREAM and LIFESTREAM consumers, with
               said menus being nutritionally acceptable according to the
               standards set forth in Exhibit 1.  Menus will be prepared
               in a four (4) week cycle.  Menus will be reviewed and
               approved by LIFESTREAM's Nutrition Program staff.  All
               menus will be approved and signed by LINDLEY's dietician.

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          e)   Having the meal products, either in individual format,
               packed, and/or bulk prepared and ready for a Home Delivery
               Driver upon their arrival at the central kitchen, to pick
               up said products within a five (5) minute time frame.

          f)   Assisting Home Delivery Drivers with packing their
               vehicles to expedite the time-in-process for the meal
               products.

          g)   Assisting Home Delivery Drivers with closing out the day's
               work with that assistance including unloading from the
               Home Delivery vehicles all equipment and unused meal
               product, and preparing the vehicle for next day's
               delivery.

          h)   Assuring appropriate inventory controls for all products
               that leave the kitchen.

     9.   LICENSES AND PERMITS:  LINDLEY shall obtain, as a cost of
          operation prior to commencing operations at LINDLEY's premises
          at the central kitchen as described above, all necessary
          permits, licenses, and other approvals required by law, and as
          outlined in Exhibit 1, for its operation as identified in this
          Agreement.

     10.  RECORDS:  LINDLEY will at all times maintain an accurate record
          including a daily lunch count of all LIFESTREAM participants
          and include it in a monthly report to LIFESTREAM.  LINDLEY will
          also keep inventories of all merchandise and sales in
          connection with the operation of the food service.  LINDLEY
          shall keep all such records on file for at least a period of
          three (3) years, and LINDLEY shall give LIFESTREAM and its
          agents the privilege, at any time, of auditing its records.
          All sales, for the purpose of this Agreement, are defined as
          cash collections less applicable Federal, State, and Local
          taxes for which LINDLEY has the sole responsibility to collect,
          report, and pay to the taxing authorities.

     11.  INSURANCE:  During the term of this Agreement, LINDLEY will
          provide and maintain, with an insurance carrier licensed to do
          business in the State of Indiana, not less than two million
          dollars ($2,000,000.00) worth of general liability, automobile,
          and excess liability insurance.  LINDLEY will also provide a
          ten million dollar ($10,000,000.00) umbrella policy in excess
          of the two million dollar ($2,000,000.00) policy.
          Additionally, LINDLEY will provide LIFESTREAM performance and
          dishonesty insurance equal to one-quarter (1/4) of the value of
          this Contract as stated in the BID SPECIFICATIONS at the
          350,000 annually served meal amount.  Said insurance will be in
          lieu of a performance bond.  LIFESTREAM will be a named insured
          under each such policy as indicated in Exhibit 1.  Further,
          LIFESTREAM will receive not less than thirty- (30) days notice
          of any termination or modification of such policies directly
          from the provider.

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          LINDLEY will provide LIFESTREAM with documentation evidencing
          its compliance (and continued compliance with this Section)
          upon request by LIFESTREAM.  LINDLEY will indemnify and hold
          LIFESTREAM, its employees, guests, visitors, clients, and
          tenants, their employees, guests, visitors, customers, and
          clients harmless from any and all loss, damage, or liability
          arising directly or indirectly out of LINDLEY's operation under
          this Agreement.  This includes the operation of the equipment,
          and acts of omission or negligence of LINDLEY's employees,
          contractors, or agents when engaged in operations under this
          Agreement.

     12.  PERSONNEL POLICIES:  All food service employees will be on
          LINDLEY's payroll and shall be the employees of LINDLEY.  No
          employee of LINDLEY shall be deemed an employee of LIFESTREAM,
          and no employee of LIFFESTREAM shall be deemed an employee of
          LINDLEY.  All persons employed by LINDLEY at the central
          kitchen shall appear to be clean and shall, while on duty, be
          clothed in presentable uniforms that are also clean and
          sanitary.  LINDLEY employees shall comply with its rules and
          regulations at any time promulgated by LINDLEY for the safe,
          orderly, and efficient conduct of all activities being carried
          out while on its premises.  LINDLEY shall not retain at the
          premises, any employee deemed not acceptable for any reason.
          LINDLEY, in performing work by this Agreement, shall not
          discriminate against any employee or applicant for employment
          because of race, color, creed, national origin, age, sex, or
          disability.  LINDLEY's employment practices will meet the
          requirements of the Fair Labor Standards Act, as well as all
          other regulations required by the United States Department of
          Labor.  LINDLEY will identify itself as an equal opportunity
          employer and will be bound by all other business practices as
          stated in Exhibit 1.

     13.  EMPLOYEE OPPORTUNITY/ACCOMODATION:  It will be the practice of
          LINDLEY to give first-preference of employment to those
          individuals (of the seven county service area of LIFESTREAM)
          that were employed by the previous provider of the LIFESTREAM
          Nutrition Program.  Further, should LIFESTREAM choose to do so,
          LINDLEY agrees to permit LIFESTREAM to provide suitable office
          space for a Home Delivery Manager, to be employed by
          LIFESTREAM, out of the Central Kitchen at no cost to
          LIFESTREAM.

     14.  BILLING:  Billing by LINDLEY will be made to LIFESTREAM on a
          weekly cycle.  Billing will include the number and type of meal
          ordered, served, and billed per site, route, and total number
          of meals ordered, served, and billed for that week.  LIFESTREAM
          will render payment to LINDLEY within thirty (30) days after
          receipt of billing, provided contract funds have been received
          by LIFESTREAM from appropriate funding sources.

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          Decisions and adjustments concerning shortages and errors will
          be addressed by LIFESTREAM.  If all or part of a meal is
          delivered substandard for any reason, LIFESTREAM will not be
          invoiced for that meal.  If an entre item is omitted, and not
          replaced before serving time, the full cost of the meal will be
          deducted from the billing.  If the beverage, bread, butter, or
          other condiments or items are omitted, the actual cost of the
          item will be deducted.  In the event LINDLEY's product, in the
          opinion of LIFESTREAM, does not meet specifications as outlined
          in Exhibit 1 up to and including delivery to the meal consumer,
          LINDLEY will be responsible for all costs associated with the
          replacement meal or meal item.  LINDLEY will be notified of the
          shortage or replacement, and the replacement will be deducted
          from LINDLEY's invoice.

     15.  CHARGES AND COMMISSIONS:  LIFESTREAM agrees to compensate
          LINDLEY in accordance with the Financial Addendum A attached
          hereto, made a part hereof, and marked "Financial Addendum A."
          Reimbursement to LIFESTREAM in the form of commission for meals
          produced for customers other than those of LIFESTREAM, will be
          in the amount of seventeen cents ($.17) per meal. Said meal
          rates and commission rates are negotiable between LIFESTREAM
          and LINDLEY for the period of this Agreement through a mutual
          agreement between LIFESTREAM and LINDLEY of meal rates and
          commission rates other than those stated above.

          LINDLEY shall be responsible for all costs of operation of the
          food services described herein, and wages, salaries, and
          benefits of its employees engaged to provide such services.  In
          addition, LINDLEY shall charge any applicable sales tax to all
          that purchase food from LINDLEY, and LINDLEY shall be
          responsible for remittance of such taxes to the proper
          authorities.

     16.  BILLING ADJUSTMENTS:  LINDLEY shall not be permitted to adjust
          the per-meal cost or the commission amount for the first year
          of this Agreement as an assurance of performance abilities, and
          to assure that the LIFESTREAM nutrition program operates within
          benchmarked revenue and expense.  LINDLEY may be permitted to
          adjust the meal cost and commission rate after June 30, 2003 by
          written request, and by mutual agreement of LIFESTREAM and
          LINDLEY.  Effective July 1, 2003, adjustment of said rates
          and/or amounts shall be made in the event of material cost
          changes (whether taxes, labor, merchandise, or equipment).  It
          is understood that commensurate adjustments in selling prices
          or other financial arrangements between LIFESTREAM and LINDLEY
          shall be agreed upon and effected by appropriate officials of
          the parties.  Accompanying any request for changes in selling
          prices or financial arrangements, LINDLEY shall provide
          LIFESTREAM with written documentation of said material cost
          changes necessitating the change.  All obligations hereunder
          are subject

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          to Federal, State, and Local regulations.  In the event the
          building in which LINDLEY's machines are located, are partially
          or completely damaged by fire, the public enemy, or any such
          riots, labor troubles or disturbances, the same shall not be
          considered as a default under the provisions of the Agreement.

     17.  ALTERNATE VENDOR PROCEDURES:  In the event of a meal shortage
          where LINDLEY prepared a meal that was unwholesome, fails to
          meet specifications, or has been substituted without prior
          approval from LIFESTREAM, LIFESTREAM shall note all
          discrepancies on a mutually agreed upon form.  When
          discrepancies exist, and when the service still must be
          delivered, LIFESTREAM shall procure the necessary items from an
          alternate vendor.  LINDLEY will be responsible for establishing
          appropriate alternate vendors in the LIFESTREAM seven-county
          service area.  All meals or portions of meals procured from
          alternate vendors must meet the one-third (1/3) Recommended
          Dietary Allowance necessary for all meals delivered under this
          agreement, and as stated in Exhibit 1.

     18.  TAX EXEMPTION:  It is mutually understood and agreed upon that
          LIFESTREAM is a 501-C3, not-for-profit institution and shall
          provide certification of such tax exemption to LINDLEY.  The
          aforementioned exemption in no way absolves LINDLEY from the
          payment of Federal or State income taxes.

     19.  PROPRIETARY INFORMATION:  During the term of this Agreement,
          LIFESTREAM acknowledges that it may acquire or obtain access to
          proprietary information or materials (the "Proprietary Items")
          of LINDLEY and HOST AMERICA CORPORATION.  Proprietary Items are
          defined as confidential information or materials related to the
          business of LINDLEY which include, but are not limited to,
          trade secrets, signage, trademarks, logo, trade dress, symbols,
          slogan emblem, computer software, recipes, diet manuals,
          videotapes, technical and non-technical data related to the
          operations, methods, techniques, processes, finances, existing
          and future products, procedure and/or personnel manuals, and
          any information which has been disclosed to LINDLEY by a third
          party which LINDLEY is obligated to treat as confidential.

          All Proprietary Items are confidential to and are and will
          remain the sole and exclusive property of LINDLEY.  In the
          event LIFESTREAM receives, obtains access, or otherwise is
          exposed to any Proprietary Items, LIFESTREAM will cause its
          officers, employees, and agents to:

          a)   Hold the Proprietary Items in trust and in strictest
               confidence

          b)   Not produce, use, distribute, or otherwise disseminate the
               Proprietary Items except to the extent necessary to aid
               the performance of the services provided by LINDLEY under
               this Agreement, and

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          c)   Otherwise protect the Proprietary Items from disclosure.

          LIFESTREAM will not photocopy or otherwise duplicate any such
          materials without LINDLEY's written consent.  All confidential
          information will remain LINDLEY's exclusive property and will
          be returned to LINDLEY immediately upon termination of this
          Agreement.

          Likewise, LINDLEY will protect, in the same fashion as covered
          above, Proprietary information that belongs to LIFESTREAM, and
          also ensure that all LINDLEY's employees treat LIFESTREAM's
          service recipient's information as confidential.

     20.  ASSIGNMENT:  This Agreement shall be binding upon, and shall
          inure to the benefit of, the parties hereto and their
          respective successors and permitted assigns.  In the event that
          a third party acquires LINDLEY or LIFESTREAM, this Agreement
          may not be automatically assigned to the third party without
          the prior written consent of either party.

     21.  MARKETING:  LINDLEY will assist LIFESTREAM in marketing the
          Home Delivered and Congregate Meal products to the public as
          indicated in the Bid Proposal.  LINDLEY will provide to
          LIFESTREAM a check upon the signing of this contract for five
          thousand dollars ($5,000.00) to assist in transition and
          marketing of the LINDLEY product to the LIFESTREAM service
          area.

     22.  FURTHER OBLIGATIONS OF LINDLEY:  LINDLEY will provide
          box/picnic lunches, frozen meals, hot home delivered meals, hot
          congregate meals, freshly prepared meals and/or shelf stable
          meals as requested.  LINDLEY will assure that the food product
          reaches the customer as follows:

          a)   Hot foods will be at or above 140 degrees F

          b)   Freshly prepared foods will be at or below 45 degrees F

          c)   Frozen foods will be at or below 10 degrees F

          d)   Neutral foods will be at room temperature

          LINDLEY will provide the following:

               a)   Food serving utensils and equipment
               b)   Alcohol swabs (2 per day per serving site)
               c)   Aluminum trays
               d)   Bleach
               e)   Brown Bags

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               f)   Coffee (ground)
               g)   Coffee cups
               h)   Coffee packets (Regular)
               i)   Comet
               j)   Creamer packets (box)
               k)   Dish soap
               l)   Ice tea mix
               m)   Napkins
               n)   Non-stick coating
               o)   Oven cleaner
               p)   Paper towels
               q)   Pepper (box)
               r)   Pine Cleaner
               s)   Placemats
               t)   Plastic utensils
               u)   Salt (box)
               v)   Sandwich bags
               w)   Scratcher
               x)   Serving gloves
               y)   Serving trays
               z)   Solo cups (P550)
               aa)  Solo cup lids (PL5)
               bb)  SOS pads
               cc)  Soup bowls
               dd)  Squat cups (SD5)
               ee)  Squat cup lids (662)
               ff)  Straws
               gg)  Sugar (5# bag)
               hh)  Sweet-n-low packets
               ii)  Tea bags (box)
               jj)  Tea cups (large)
               kk)  Thank you bags
               ll)  Toilet Cleanser
               mm)  Toilet tissue
               nn)  Trash bags

          At each congregate site, LINDLEY will serve a holiday/special
          events menu on such days as determined by mutual agreement
          between LINDLEY and LIFESTREAM.

          LINDLEY will provide a birthday cake at least once a month for
          each congregate site on the date designated by LIFESTREAM.

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     23.  ACTIONS BETWEEN PARTIES:

          a)   Jurisdiction:  Any and all actions brought by either party
               in connection with or arising out of this Agreement shall
               be brought only in a court of appropriate jurisdiction in
               Delaware County, Indiana, or in the United States District
               Court for the Southern District of Indiana.  LINDLEY
               hereby submits itself to the jurisdiction of any and all
               such courts for the purposes of any litigation between the
               parties in connection with or arising out of this
               Agreement.

          b)   Service of Process:  Any and all service of process upon
               LINDLEY may be given by mailing the documents to be served
               by certified or registered mail, return receipt requested,
               with postage fully paid, to LINDLEY at the following
               address:
               Gil Rossomando, President, Lindley Food Service
               Corporation, 201 Wallace Street, New Haven, CT  06511.
               Service shall then be deemed to occur on the date of
               receipt of LINDLEY of said mailing.

          c)   Litigation Expense:  In the event legal action is
               necessary to enforce the terms of this Agreement, the
               party successful in that legal action shall be entitled to
               the recovery of its attorneys' fees and court costs from
               the party which is unsuccessful in that litigation.

     24.  GOVERNING LAW:  This Agreement shall be governed by,
          interpreted under, construed and enforced according to the laws
          of the State of Indiana.

     25.  HEADINGS AND CAPTIONS:  All headings and captions appearing in
          this Agreement are inserted for purposes of convenience and
          reference only, and shall not be used to construe or interpret
          any provision hereof.

     26.  SEVERABILITY:  If any term, covenant, or condition of this
          Agreement or the application thereof to any person or
          circumstance shall be invalid or unenforceable, the remainder
          of this Agreement and the application of any term or provision
          to persons or circumstances other than those as to which it is
          held invalid or unenforceable shall not be affected thereby,
          and all other terms shall be valid and enforceable to the
          fullest extent permitted by the law.

     27.  WAIVER OF CONTRACTUAL RIGHT:  The failure of either party to
          enforce any provision of this Agreement shall not be construed
          as a waiver or limitation of that party's right to subsequently
          enforce and compel strict compliance with every provision of
          this Agreement.

     28.  ENTIRE AGREEMENT; MODIFICATION:  It is mutually agreed that
          this Agreement sets forth the entire agreement of the parties
          with respect to the subject matter hereof, and supersedes all
          existing agreements between the parties concerning such subject
          matter.  It is further agreed that no alterations

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          or amendments shall be made to this Agreement unless they be in
          writing and approved by both parties.

     29.  AUTHORITY:  LIFESTREAM and LINDLEY each represent that the
          person executing this Agreement on their behalf has been duly
          and validly authorized to execute this Agreement on their
          behalf and that they have full power and authority under all
          applicable laws and their respective articles of incorporation,
          bylaws or governing instrument to enter into this Agreement and
          to perform their obligations hereunder.

LIFESTREAM SERVICES, INC.               LINDLEY FOOD SERVICE

By: /s/ WILLIAM H. BOOTHE               By: /s/ GIL ROSSOMANDO
   -----------------------------           -----------------------------
   William H. Boothe, M P H                Gil Rossomando

Title:    President/CEO                 Title:    President
      --------------------------              --------------------------
          Duly authorized                         Duly authorized

Date:                                   Date:
     ---------------------------             ---------------------------

Attest:                                 Attest:

By:                                     By:
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