1


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE


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In re                                                :
                                                             Chapter 11 Case No.
FINE HOST CORPORATION,     :                         99 - 20 (PJW)

                                                     :
                           Debtor.
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                      SECOND AMENDED PLAN OF REORGANIZATION
                        FOR DEBTOR PURSUANT TO CHAPTER 11
                      OF THE UNITED STATES BANKRUPTCY CODE





















WEIL, GOTSHAL & MANGES LLP                    RICHARDS, LAYTON & FINGER, P.A.
767 Fifth Avenue                              One Rodney Square
New York, New York  10153                     Wilmington, Delaware  19899
(212) 310-8000                                (302) 658-6541
Attorneys for Debtor and                      Attorneys for Debtor and
   Debtor in Possession                           Debtor in Possession



<PAGE>


                                                           2

                  Fine Host  Corporation  hereby  proposes the following plan of
reorganization  pursuant to sections  1121(a) and (c) and 1123 of the Bankruptcy
Code.

Article I

                                   DEFINITIONS

                  As used in the  Plan,  the  following  terms  shall  have  the
respective  meanings  specified below and be equally  applicable to the singular
and plural of terms defined:

1.1 Acquisition Debt Claim:  Any Claim of a holder of a General  Unsecured Claim
for indebtedness  arising from or related to the acquisition by the Debtor or an
Affiliate of the capital stock, assets or business operations of an Entity.

1.2 Ad Hoc Committee:  The informal  committee of holders of  Subordinated  Note
Claims formed prior to the Petition Date in connection  with the negotiation and
preparation of the Plan.

1.3  Administrative  Expense Claim: Any Claim  constituting a cost or expense of
administration  of the  Chapter 11 Case  asserted  under  section  503(b) of the
Bankruptcy Code, including,  without limitation,  any actual and necessary costs
and expenses of  preserving  the estate of the Debtor,  any actual and necessary
costs and expenses of operating the businesses of the Debtor in Possession,  any
indebtedness  or obligations  incurred or assumed by the Debtor in Possession in
connection with the conduct of its businesses or for the acquisition or lease of
property or the procurement or rendition of services,  any costs and expenses of
the Debtor in Possession for the management, maintenance,  preservation, sale or
other disposition of any assets,  the  administration  and implementation of the
Plan,  the  administration,  prosecution  or defense of Claims by or against the
Debtor and for  distributions  under the Plan, any Claims for  compensation  and
reimbursement  of expenses arising during the period from and after the Petition
Date  and  prior to the  Effective  Date or  otherwise  in  accordance  with the
provisions  of the Plan,  fees and expenses of the  Subordinated  Notes  Trustee
arising  during the  period  from and after the  Petition  Date and prior to the
Effective  Date, and any fees or charges  assessed  against the Debtor's  estate
under section 1930, chapter 123, Title 28, United States Code.

1.4      Affiliate:  Any Entity that is an "affiliate" of the Debtor within the
meaning of section 101(2) of the Bankruptcy Code.

1.5      Allowed Administrative Expense Claim:  An Administrative Expense Claim,
to the extent it is or has become an Allowed Claim.

1.6 Allowed Claim/Allowed Equity Interest:  Any Claim against or Equity Interest
in the Debtor, (a) (i) proof of which was filed on or before the date designated
by the  Bankruptcy  Court as the last date for filing proofs of claim against or
equity interests in the Debtor, (ii) if no proof of Claim or Equity Interest has
been timely  filed,  which has been or  hereafter is listed by the Debtor in its
Schedules as  liquidated  in amount and not disputed or  contingent or (iii) any
Equity Interest  registered in the stock register  maintained by or on behalf of
the Debtor as of the Record Date and, in each such case in clauses (i), (ii) and
(iii)  above,  a Claim  or  Equity  Interest  as to which  no  objection  to the
allowance thereof has been interposed within the applicable period of limitation
fixed by the Plan, the Bankruptcy  Code, the Bankruptcy  Rules or a Final Order,
or as to which  an  objection  has been  interposed  and  such  Claim or  Equity
Interest  has been  allowed  in whole or in part by a Final  Order or (b) in the
case of Subordinated  Note Claims,  allowed pursuant to the terms of Section 6.1
hereof.  For purposes of  determining  the amount of an "Allowed  Claim",  there
shall be deducted therefrom an amount equal to the amount of any claim which the
Debtor may hold against the holder thereof,  to the extent such claim may be set
off pursuant to section 553 of the Bankruptcy Code.

1.7 Allowed Debenture  Rescission  Claim: A Debenture  Rescission Claim, to
the extent it is or has become an Allowed Claim.

1.8 Allowed Fine Host Equity Interest: A Fine Host Equity Interest,  to the
extent it is or has become an Allowed Equity Interest.

     1.9 Allowed  General  Unsecured  Claim: A General  Unsecured  Claim, to the
extent it is or has become an Allowed Claim.

     1.10 Allowed  Priority  Non-Tax  Claim: A Priority  Non-Tax  Claim,  to the
extent it is or has become an Allowed Claim.

     1.11 Allowed  Priority Tax Claim: A Priority Tax Claim, to the extent it is
or has become an Allowed Claim.

     1.12 Allowed  Secured Claim:  A Secured  Claim,  to the extent it is or has
become an Allowed Claim.
         
     1.13 Allowed  Statutorily  Subordinated  Claim: A Statutorily  Subordinated
Claim, to the extent it is or has become an Allowed Claim.

     1.14 Allowed  Subordinated  Note Claim: A Subordinated  Note Claim,  to the
extent it is or has become an Allowed Claim.

     1.15 Allowed  Unsecured  Claim: An Unsecured  Claim, to the extent it is or
has become an Allowed Claim. 

1.16 Amended Bylaws of Reorganized  Fine Host: The amended bylaws of Reorganized
Fine Host, which amended bylaws shall be in  substantially  the form included in
the Plan Supplement.

1.17 Amended and Restated Certificate of Incorporation of Reorganized Fine Host:
The Certificate of  Incorporation  of Reorganized  Fine Host, as amended,  which
certificate of incorporation  shall be in substantially the form included in the
Plan Supplement.

1.18  Available  Cash:  An amount equal to the Debtor's  actual Cash on hand and
Cash Equivalents on the Effective Date minus (a) the amount of Cash necessary to
satisfy,  whether on the  Effective  Date or  thereafter,  (i) the amount of all
Allowed  Administrative  Expense Claims, (ii) the amount of all Allowed Priority
Tax Claims not otherwise  extended in accordance with section  1129(a)(9)(C)  of
the Bankruptcy  Code,  (iii) the amount of all Allowed  Priority Non-Tax Claims,
(iv) the amount of all Allowed  Secured Claims to be satisfied in Cash under the
Plan and (v) the amount of all  Allowed  General  Unsecured  Claims,  other than
Allowed General  Unsecured  Claims relating to that portion of Acquisition  Debt
Claims which become due and payable in the ordinary  course after the  Effective
Date,  and  (b) One  Million  Dollars  ($1,000,000.00)  necessary  to  fund  the
Litigation  Trust. In determining the exact amount of Available Cash, the Debtor
shall, on the Effective Date,  reasonably and in good faith estimate the amounts
necessary to satisfy the Claims set forth in clauses (i), (ii),  (iii), (iv) and
(v) above.

1.19  Bankruptcy  Code:  The Bankruptcy  Reform Act of 1978, as amended,  and as
codified in Title 11, United States Code, as applicable to the Chapter 11 Case.

1.20 Bankruptcy  Court:  The United States  Bankruptcy Court for the District of
Delaware or such other court having jurisdiction over the Chapter 11 Case.

1.21 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as promulgated
by the United States  Supreme Court under section 2075 of Title 28 of the United
States Code, and any Local Rules of the Bankruptcy Court, as amended.

1.22  Business  Day: A day other than a  Saturday,  a Sunday or any other day on
which commercial  banks in Greenwich,  Connecticut are required or authorized to
close.

1.23     Cash:  Lawful currency of the United States of America.

1.24 Cash  Equivalents:  Equivalents  of Cash in the form of readily  marketable
securities  or  instruments  issued  by a person  other  than the  Debtor  or an
Affiliate,  including, without limitation, readily marketable direct obligations
of, or obligations guaranteed by, the United States of America, commercial paper
of  domestic  corporations  carrying  a  Moody's  Rating  of "A" or  better,  or
equivalent  rating  of  any  other  nationally  recognized  rating  service,  or
interest-bearing  certificates  of  deposit  or  other  similar  obligations  of
domestic banks or other financial  institutions having a shareholders' equity or
equivalent capital of not less than Two Hundred Million Dollars  ($200,000,000),
having  maturities  of not more  than one (1) year,  at the then best  generally
available rates of interest for like amounts and like periods.

1.25     Chapter 11 Case:  The case commenced under chapter 11 of the Bankruptcy
Code by the Debtor on the
         
Petition Date.

1.26 Claim:  Any right to payment from the Debtor,  whether or not such right is
reduced to  judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,
unmatured,  disputed, undisputed, legal, equitable, secured, or unsecured, known
or unknown;  or any right to an equitable  remedy for breach of  performance  if
such breach  gives rise to a right of payment  from the  Debtor,  whether or not
such right to an  equitable  remedy is reduced to judgment,  fixed,  contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured.

1.27  Class:  A category  of holders of Claims or Equity  Interests  as set
forth in Article IV of the Plan.
         

1.28   Class   Action:   The   litigation,   styled   In  re:   Fine   Host
Corporation,Securities  Litigation,  pending  before the United States  District
Court for the District of Connecticut, Civil Action No. 3:97-CV-2619 (JCH).

1.29  Collateral:  Any  property  or  interest  in property of the estate of the
Debtor  that  is  subject  to an  unavoidable  Lien to  secure  the  payment  or
performance of a Claim.

1.30 Confirmation  Hearing: The hearing to consider  confirmation of the Plan in
accordance  with  section  1129  of the  Bankruptcy  Code,  as the  same  may be
adjourned from time to time.

1.31     Confirmation Date:  The date upon which the Clerk of the Bankruptcy
Court enters the Confirmation Order.
        
1.32  Confirmation  Order: The order of the Bankruptcy Court confirming the Plan
in accordance with the provisions of chapter 11 of the Bankruptcy Code.

1.33  Creditor:  Any person that has a Claim against the Debtor that arose or is
deemed  to have  arisen on or  before  the  Petition  Date,  including,  without
limitation,  a Claim against the Debtor's estate of a kind specified in sections
502(g), 502(h) or 502(i) of the Bankruptcy Code.

1.34 Creditor  Cash:  The amount of Fine Host's Cash equal to the sum of (a) the
first Forty-Five Million Dollars  ($45,000,000.00)  of Available Cash, (b) fifty
percent (50%) of the amount of Available Cash in excess of Sixty Million Dollars
($60,000,000.00) but less than Seventy Million Dollars ($70,000,000.00), and (c)
one hundred percent (100%) of the amount of Available Cash, if any, in excess of
Seventy Million Dollars ($70,000,000.00).

1.35     Debtor:  Fine Host Corporation, a Delaware corporation.

1.36     Debtor in Possession:  The Debtor as a debtor in possession pursuant to
sections 1107(a) and 1108 of the
         
Bankruptcy Code.

1.37  Debenture  Rescission  Claim:  Any Claim of a holder or former holder of a
Subordinated  Note for  rescission,  damages  or  diminution  in value,  if any,
including,  without  limitation,  any claims by any such holder  arising from or
relating to the  disclosure of the Debtor's  alleged  accounting  irregularities
and, to the extent not assumed in accordance with the provisions of Section 17.4
of the Plan, any Claim of any other Entity for  reimbursement,  contribution  or
indemnification in connection with any of the foregoing.

1.38  Disclosure  Statement:  The disclosure  statement  related to the Plan and
approved  by the  Bankruptcy  Court  in  accordance  with  section  1125  of the
Bankruptcy Code.

1.39  Disputed  Claim;  Disputed  Equity  Interest:  Any Claim against or Equity
Interest in the Debtor, to the extent the allowance of which is the subject of a
timely  objection or request for  estimation  in accordance  with the Plan,  the
Bankruptcy Code, the Bankruptcy Rules or the Confirmation Order, or is otherwise
disputed by the Debtor in  accordance  with  applicable  law,  which  objection,
request for  estimation  or dispute has not been  withdrawn or  determined  by a
Final Order.

1.40 Disputed Claim Amount:  The lesser of (a) the amount of a Disputed Claim as
filed with the Bankruptcy  Court and (b) if the  Bankruptcy  Court has estimated
such Disputed  Claim  pursuant to section  502(c) of the  Bankruptcy  Code,  the
amount of a Disputed  Claim as  estimated  by the  Bankruptcy  Court;  provided,
however,  that nothing  contained in the Plan is intended to or shall affect any
Person's or Entity's rights under section 502(j) of the Bankruptcy Code.

1.41 Effective  Date: The first Business Day following the  satisfaction  of the
conditions  precedent  specified in Section 18.1 of the Plan,  unless  otherwise
waived as provided in Section 18.2 of the Plan.

1.42 Entity:  An individual,  a corporation,  a general  partnership,  a limited
partnership,  a limited liability company, a limited liability  partnership,  an
association,  a joint stock company,  a joint venture,  an estate,  a trust,  an
unincorporated  organization,  a government  or any  subdivision  thereof or any
other entity.

1.43 Equity  Interest:  Any equity  interest in the Debtor  represented  by duly
authorized,  validly issued and  outstanding  shares of stock or any interest or
right to convert  into such an equity  interest or acquire  any equity  interest
which  was in  existence  immediately  prior to the  Petition  Date,  including,
without limitation, any Fine Host Equity Interest.

1.44 Equity Interest  Percentage:  Forty percent (40%),  the percentage that the
assumed value of Allowed Equity  Interests bears to the sum of the assumed value
of Allowed  Equity  Interests  plus the  assumed  value of  Allowed  Statutorily
Subordinated  Claims in Class 6, or such other  percentage as may be established
by the Bankruptcy Court at the Confirmation Hearing.

1.45 Final  Distribution  Date: A date selected by Reorganized Fine Host, in its
sole and  absolute  discretion,  which date shall be (i) on or after the Initial
Distribution  Date and  following the  resolution of all Disputed  Claims and/or
Disputed  Equity  Interests with respect to an applicable  Class by Final Order;
provided,  however,  that in no event, shall such date be later than thirty (30)
days  following  entry of such  Final  Order,  or (ii)  such  later  date as the
Bankruptcy Court may establish, upon request by Reorganized Fine Host, for cause
shown.

1.46  Final  Order:  An order of the  Bankruptcy  Court as to which  the time to
appeal,  petition for certiorari or move for reargument or rehearing has expired
and as to which no appeal,  petition for  certiorari  or other  proceedings  for
reargument  or  rehearing  shall  then be  pending;  and if an  appeal,  writ of
certiorari,  reargument or rehearing  thereof has been sought,  such order shall
have been  affirmed by the highest  court to which such order was  appealed,  or
certiorari  shall have been denied or  reargument  or rehearing  shall have been
denied or resulted in no  modification  of such order,  and the time to take any
further  appeal,  petition for  certiorari  or move for  reargument or rehearing
shall have expired; provided,  however, that the possibility that a motion under
Rule 59 or Rule 60 of the Federal Rules of Civil Procedure or any analogous rule
under the Bankruptcy  Rules,  may be but has not then been filed with respect to
such order, shall not cause such order not to be a Final Order.

1.47  Fine  Host  Equity  Interest:  A  common  Equity  Interest  in the  Debtor
represented by (i) one of the 9,047,970 issued and outstanding  shares of common
stock of the Debtor and (ii) any Stock  Option or other  right  arising  from or
related to the Stock Option Plans.

1.48     General Unsecured Claim:  An Unsecured Claim, other than a Subordinated
Note Claim, a Debenture Rescission Claim or a Statutorily Subordinated Claim.

1.49 Initial  Distribution  Date:  A date on or after an Effective  Date that is
selected by Reorganized  Fine Host in its sole and absolute  discretion  but, in
any event,  is within ten (10) days after the Effective Date, or such later date
as the Bankruptcy  Court may establish,  upon request by Reorganized  Fine Host,
for cause shown.

1.50 IRC: The Internal Revenue Code of 1986, as amended from time to time.

1.51     IRS:  The Internal Revenue Service, an agency of the United States
Department of Treasury.

1.52 Lien:  Any charge  against or interest  in property to secure  payment of a
debt or performance of an obligation.

1.53  Litigation  Trust:  The  trust  to be  created  on the  Effective  Date in
accordance  with the provisions of Article XVI hereof and the  Litigation  Trust
Agreement  for the benefit of holders of Allowed  Debenture  Rescission  Claims,
Allowed  Statutorily  Subordinated  Claims  and  Allowed  Equity  Interests,  in
connection with the Litigation Trust Claims.

1.54  Litigation  Trustee:  The Entity to be appointed by the  Litigation  Trust
Board to  administer  the  Litigation  Trust in  accordance  with the  terms and
provisions of Article XVI hereof and the Litigation Trust Agreement.

1.55 Litigation Trust Agreement: The Trust Agreement,  substantially in the form
included in the Plan Supplement,  pursuant to which the Litigation Trustee shall
pursue the Litigation Trust Claims and distribute the proceeds thereof, if any.

1.56 Litigation Trust Board: The three Persons  appointed prior to the Effective
Date by the Bankruptcy  Court,  upon nomination by the Ad Hoc Committee,  or any
replacements  thereafter  selected  in  accordance  with the  provisions  of the
Litigation  Trust  Agreement,   who  shall  determine  in  accordance  with  the
Litigation  Trust  Agreement  whether  to  prosecute,  compromise  and settle or
discontinue any Litigation Trust Claims.

1.57  Litigation  Trust Claims:  Those claims and causes of action of the Debtor
arising  from  or  related  to  the  alleged  accounting   irregularities  which
necessitated a restatement of the Debtor's financial statements for fiscal years
1994 through 1997; provided, however, that , under no circumstances,  shall such
claims and causes of action include any claims waived and released in accordance
with the provisions of Section 19.6 of the Plan.

1.58 Litigation  Trust Interests:  Those beneficial  interests in the Litigation
Trust to be deemed to be distributed to holders of Allowed Debenture  Rescission
Claims,  Allowed  Statutorily  Subordinated  Claims and Allowed Equity Interests
pursuant to the terms and  conditions  of Sections  8.1, 8.3, 9.2 and 9.3 of the
Plan.

1.59  Management  Options:  The  options to be issued to  Reorganized  Fine Host
Senior Managers to purchase up to thirteen percent (13%) of the Reorganized Fine
Host Common Stock on a fully diluted basis, all in accordance with the terms and
conditions set forth on Exhibit "A" hereto.

1.60     New Securities:  Reorganized Fine Host Common Stock and New Warrants.

1.61 New  Warrants:  The  warrants to be issued to holders of Allowed  Debenture
Rescission Claims,  Allowed  Statutorily  Subordinated Claims and Allowed Equity
Interests to purchase an aggregate One Million (1,000,000) shares of Reorganized
Fine Host  Common  Stock,  subject to  dilution  on  account  of the  Management
Options,  all in accordance with the terms and conditions  summarized on Exhibit
"B" hereto, and as provided in the New Warrant Agreement.

1.62 New Warrant Agreement: The New Warrant Agreement, substantially in the form
included in the Plan Supplement,  governing the issuance and exercise of the New
Warrants.

1.63     Person:  An individual or Entity.

1.64  Petition  Date:  January  7,  1999,  the date on which Fine Host filed its
voluntary petition for relief commencing the Chapter 11 Case.

1.65 Plan:  This Second Amended Plan of  Reorganization  for Debtor  Pursuant to
Chapter 11 of the United States Bankruptcy Code, including,  without limitation,
the exhibits and schedules hereto and the Plan Supplement, either in its present
form or as the same may be amended,  modified or supplemented  from time to time
in accordance with the terms and provisions hereof.

1.66 Plan  Supplement:  A  separate  volume,  to be filed  with the Clerk of the
Bankruptcy Court, containing, among other things, forms of the Amended Bylaws of
Reorganized  Fine Host,  Amended and Restated  Certificate of  Incorporation  of
Reorganized Fine Host,  Reorganized Fine Host Credit Agreement,  the New Warrant
Agreement,  the Litigation Trust Agreement and the definitive  documentation for
the Management Options, all in form and substance reasonably satisfactory to the
Debtor and the Ad Hoc Committee. The Plan Supplement (containing drafts or final
versions  of the  foregoing  documents)  shall  be filed  with the  Clerk of the
Bankruptcy  Court as early as  practicable  (but in no event later than ten (10)
days) prior to the  commencement of the hearing to consider  confirmation of the
Plan, or on such other date as the Bankruptcy Court may establish.

1.67  Priority  Non-Tax  Claim:  Any Claim  against  the  Debtor,  other than an
Administrative  Expense  Claim or a Priority Tax Claim,  entitled to priority in
payment  under section  507(a) of the  Bankruptcy  Code,  but only to the extent
entitled to such priority.

1.68     Priority Tax Claim:  Any Claim against the Debtor entitled to priority
in payment under section 507(a)(8) of the Bankruptcy Code.

1.69 Pro Rata Share: With respect to Allowed Claims and Allowed Equity Interests
within the same Class or  sub-Class,  the  proportion  that an Allowed  Claim or
Allowed  Equity  Interest  bears  to the sum of (a) all  Allowed  Claims  and/or
Allowed  Equity  Interests,  as the case may be, within such Class or sub-Class,
and (b) all Disputed Claim Amounts and/or Disputed Equity Interest  Amounts,  as
the case may be, within such Class or sub-Class.

1.70 Record Date:  The date to be  established  by the  Bankruptcy  Court in the
Confirmation  Order for the purpose of determining the holders of Allowed Claims
and Allowed Equity Interests to receive distributions pursuant to the Plan.

1.71     Reorganized Fine Host:  The Debtor, from and after the Effective Date.

1.72  Reorganized  Fine Host Common Stock:  The common stock of Reorganized Fine
Host from and after the Effective Date, having a par value of $.05 per share, of
which Twenty  Million  (20,000,000)  shares shall be authorized and of which Ten
Million  (10,000,000)  shares  shall be issued to holders of Allowed  Claims and
Allowed Equity Interests pursuant to the terms of the Plan.

1.73  Reorganized  Fine Host Credit  Agreement:  The Credit  Agreement,  if any,
between   Reorganized   Fine  Host  and  the   Reorganized   Fine  Host  Lender,
substantially in the form included in the Plan Supplement, pursuant to which the
Reorganized  Fine  Host  Lender  shall  have  agreed  to  provide  financing  to
Reorganized Fine Host on terms and conditions satisfactory to the Debtor.

1.74     Reorganized Fine Host Lender:  One or more financial institutions
acceptable to the Debtor.

1.75     Reorganized Fine Host Senior Managers:  The employees of Reorganized 
Fine Host listed on Exhibit "A" hereto.

1.76  Schedules:  The  respective  schedules of assets and  liabilities  and the
statements  of financial  affairs  filed by the Debtor under  section 521 of the
Bankruptcy  Code and the Official  Bankruptcy  Forms of the Bankruptcy  Rules as
such schedules and statements have been or may be supplemented or amended.

1.77  Secured  Claim:  A Claim  against  the Debtor that is secured by a Lien on
Collateral  or that is subject to setoff  under  section  553 of the  Bankruptcy
Code,  to the  extent of the  value of the  Collateral  or to the  extent of the
amount  subject to setoff,  as  applicable,  as determined  in  accordance  with
section 506(a) of the Bankruptcy Code.

1.78     Securities Act:  The Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

1.79  Statutorily  Subordinated  Claim  Percentage:  Sixty  percent  (60%),  the
percentage  that the assumed value of Allowed  Statutorily  Subordinated  Claims
bears to the sum of the assumed value of Allowed Statutorily Subordinated Claims
plus the assumed  value of Allowed  Equity  Interests  in Class 6, or such other
percentage as may be  established by the  Bankruptcy  Court at the  Confirmation
Hearing.

1.80 Statutorily Subordinated Claims: Any Claim that is subject to subordination
under section 510(b) of the Bankruptcy Code, including,  without limitation, any
and all Claims of a holder or former holder of an equity  interest in the Debtor
for  rescission,  damages,  or  diminution  in value,  if any,  arising  from or
relating to the  disclosure of the Debtor's  alleged  accounting  irregularities
(including any and all Claims asserted or which could have been asserted against
the Debtor in the Class  Action)  and  including,  to the extent not  assumed in
accordance  with the  provisions  of Section 17.4 of the Plan,  any Claim of any
Entity for  reimbursement,  indemnity or  contribution in connection with any of
the  foregoing;   provided,   however,  that,   notwithstanding  the  foregoing,
Statutorily Subordinated Claims shall not include Debenture Rescission Claims.

1.81 Stock Option: An option to purchase Fine Host Equity Interests or any other
interest granted pursuant to the Stock Option Plans.

1.82 Stock Option Plans:  The Stock Option Plans,  dated as of November 1, 1994,
and March 26, 1996, each as amended and restated,  established by the Debtor for
the benefit of the Debtor's employees and non-employee directors, respectively.

1.83   Subordinated  Note  Claim:  Any  Claim  based  upon  or  evidenced  by  a
Subordinated  Note;  provided,  however,  that Subordinated Note Claim shall not
include any Debenture Rescission Claims.

1.84 Subordinated Notes: The 5% Convertible Subordinated Notes due 2004 executed
and delivered by the Debtor pursuant to the Subordinated  Notes Indenture in the
aggregate original principal amount of One Hundred  Seventy-Five Million Dollars
($175,000,000.00).

1.85 Subordinated Notes Indenture:  That certain Indenture,  dated as of October
27, 1997,  between the Debtor,  as Issuer,  and Subordinated  Notes Trustee,  as
Trustee, pursuant to which the Subordinated Notes were issued.

1.86     Subordinated Notes Trustee:  Marine Midland Bank, as Successor Trustee
under the Subordinated Notes Indenture, or its successor in interest.

1.87     Unsecured Claim:  Any Claim against the Debtor, other than an
Administrative Expense Claim, a Priority Non-Tax Claim, a Priority Tax Claim,
or a Secured Claim.

1.88 Other Definitions:  Unless the context otherwise requires,  any capitalized
term used and not defined herein or elsewhere in the Plan but that is defined in
the  Bankruptcy  Code  shall  have  the  meaning  assigned  to that  term in the
Bankruptcy Code. Unless otherwise  specified,  all section,  schedule or exhibit
references in the Plan are to the respective section in, article of, or schedule
or exhibit to, the Plan,  as the same may be amended,  waived,  or modified from
time to time. The words "herein,"  "hereof,"  "hereto,"  "hereunder,"  and other
words of similar  import refer to the Plan as a whole and not to any  particular
section, subsection, or clause contained in the Plan.

Article II

PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

2.1  Administrative  Expense Claims:  On the later to occur of (a) the Effective
Date and (b) the date on which such an Administrative Expense Claim shall become
an  Allowed  Claim,  Reorganized  Fine Host  shall (i) pay to each  holder of an
Allowed  Administrative  Expense Claim, in Cash, the full amount of such Allowed
Administrative  Expense  Claim,  or (ii)  satisfy  and  discharge  such  Allowed
Administrative  Expense  Claim in  accordance  with such  other  terms as may be
agreed upon by and between the holder thereof and the Debtor or Reorganized Fine
Host, as the case may be; provided, however, that Allowed Administrative Expense
Claims representing liabilities or obligations incurred or assumed by the Debtor
in Possession in the ordinary  course of business or  liabilities  arising under
loans made or  advances  extended  to the Debtor in  Possession,  whether or not
incurred  in the  ordinary  course of  business,  shall be  assumed  and paid by
Reorganized  Fine  Host in  accordance  with the  terms  and  conditions  of the
particular transaction and any agreements relating thereto.

2.2  Compensation  and  Reimbursement  Claims:  All Persons or Entities that are
awarded  compensation or  reimbursement  of expenses by the Bankruptcy  Court in
accordance  with  section 330 or 331 of the  Bankruptcy  Code or entitled to the
priorities  established pursuant to section 503(b)(2),  503(b)(3),  503(b)(4) or
503(b)(5) of the  Bankruptcy  Code,  shall be paid in full, in Cash, the amounts
allowed  by the  Bankruptcy  Court (a) on or as soon as  reasonably  practicable
following  the later to occur of (i) the  Effective  Date and (ii) the date upon
which the  Bankruptcy  Court order  allowing such Claim becomes a Final Order or
(b) upon such other terms as may be mutually  agreed upon between such holder of
an Allowed Administrative Expense Claim and the Debtor.

2.3 Payment of Priority Tax Claims: Each holder of an Allowed Priority Tax Claim
shall be paid the full amount of such Allowed  Priority  Tax Claim.  At the sole
option and discretion of Reorganized  Fine Host, which option shall be exercised
on or prior to the  Effective  Date,  such payment shall be made (a) in full, in
Cash, on the Effective Date, (b) in accordance with section 1129(a)(9)(c) of the
Bankruptcy  Code, in full, in Cash, in up to  twenty-four  (24) equal  quarterly
installments,  commencing on the first (1st)  Business Day following the date of
assessment of such Allowed  Priority Tax Claim,  together with interest  accrued
thereon at a rate to be determined  by the  Bankruptcy  Court,  or (c) by mutual
agreement of the holder of such Allowed  Priority Tax Claim and Reorganized Fine
Host.

Article III

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

                  Claims and Equity Interests are classified as follows:

3.1      Class 1 - Priority Non-Tax Claims

3.2      Class 2 - Secured Claims

3.3      Class 3 - Subordinated Note Claims

3.4      Class 4 - General Unsecured Claims

3.5      Class 5 - Debenture Rescission Claims

3.6      Class 6 - 6A - Statutorily Subordinated Claims
                                    - 6B - Equity Interests

Article IV

         PROVISIONS FOR TREATMENT OF PRIORITY NON-TAX CLAIMS (CLASS 1)

4.1  Treatment  of Allowed  Priority  Non-Tax  Claims:  On the  Effective  Date,
Reorganized  Fine Host shall pay to each holder of an Allowed  Priority  Non-Tax
Claim, in Cash, the full amount of such Allowed Priority  Non-Tax Claim,  unless
the holder of such Allowed  Priority  Non-Tax  Claim and  Reorganized  Fine Host
agree to a different treatment thereof.

Article V

              PROVISIONS FOR TREATMENT OF SECURED CLAIMS (CLASS 2)

5.1  Treatment  of Secured  Claims:  On the  Effective  Date,  each holder of an
Allowed Secured Claim shall receive one of the following distributions:  (a) the
payment of such holder's Allowed Secured Claim in full, in Cash; (b) the sale or
disposition  proceeds of the property  securing any Allowed Secured Claim to the
extent of the value of their  respective  interests  in such  property;  (c) the
surrender to the holder or holders of any Allowed  Secured Claim of the property
securing such Claim;  or (d) such other  distributions  as shall be necessary to
satisfy the  requirements  of chapter 11 of the Bankruptcy  Code. The manner and
treatment of each Allowed  Secured Claim shall be  determined by the Debtor,  in
its sole and absolute  discretion,  on or before the Confirmation Date, and upon
notice to each Secured Creditor.

Article VI

  PROVISIONS FOR ALLOWANCE AND TREATMENT OF SUBORDINATED NOTE CLAIMS (CLASS 3)

6.1  Allowance  of  Subordinated   Note  Claims:  On  the  Effective  Date,  the
Subordinated  Note Claims shall be deemed allowed in the aggregate amount of One
Hundred Seventy-Five Million Dollars  ($175,000,000.00)  plus accrued and unpaid
interest relating to the period up to but not including the Petition Date.

6.2 Treatment of Subordinated  Note Claims:  On the Initial  Distribution  Date,
each holder of an Allowed  Subordinated  Note Claim shall be entitled to receive
such holder's Pro Rata Share of:

(a)      the Creditor Cash; and

(b)      9,600,000 shares of Reorganized Fine Host Common Stock.

6.3 Cancellation of Subordinated Notes: As of the Initial Distribution Date, all
notes, agreements, and other documents evidencing the Subordinated Notes and the
rights of the holders thereof,  including,  without limitation, the Subordinated
Notes and the Subordinated  Notes Indenture,  shall be cancelled and deemed null
and void and of no further force and effect,  and the holders thereof shall have
no rights,  and such instruments  shall evidence no rights,  except the right to
receive the distributions provided herein.  Notwithstanding the foregoing,  such
cancellation shall not impair the rights and duties under the Subordinated Notes
Indenture as between the Subordinated Notes Trustee and the beneficiaries of the
trust  created  thereby or as between  the  Debtor  and the  Subordinated  Notes
Trustee with respect to fees and expenses  incurred pursuant to the Subordinated
Notes Indenture.

6.4 Record  Date for  Subordinated  Notes:  As at the close of  business  on the
Record Date, the transfer  ledgers for the  Subordinated  Notes shall be closed,
and there shall be no further changes in the record holders of any  Subordinated
Notes. Distributions with respect to the Subordinated Notes shall be made to the
Subordinated Notes Trustee for payment to the record holders of any Subordinated
Notes as reflected on the transfer ledgers for the Subordinated  Notes as at the
close of business on the Record Date.  The Debtor or  Reorganized  Fine Host, as
the case may be, and the Subordinated  Notes Trustee shall have no obligation to
recognize  any  transfer of the  Subordinated  Notes that is not recorded on the
transfer ledgers for the  Subordinated  Notes as of the close of business on the
Record Date. The Debtor and  Reorganized  Fine Host, as the case may be, and the
Subordinated Notes Trustee shall be entitled instead to recognize and deal with,
for all purposes  hereunder,  only those record  holders  stated on the transfer
ledgers of the  Subordinated  Notes  Trustee as of the close of  business on the
Record Date.

6.5  Unclaimed  Distributions:  On or about the  second  (2nd)  and third  (3rd)
anniversaries  of the Effective  Date,  Reorganized  Fine Host shall file a list
with the  Bankruptcy  Court setting forth the names of those Entities which have
not claimed  distributions  held by the  Subordinated  Notes  Trustee for and on
their behalf as of such date.  On the first (1st)  Business Day after the fourth
(4th)  anniversary of the Effective  Date, all monies or other property held for
distribution by the Subordinated  Notes Trustee shall be returned to Reorganized
Fine  Host by the  Subordinated  Notes  Trustee,  free and clear of any claim or
interest of any nature whatsoever, including, without limitation, escheat rights
of any governmental unit under applicable law.

6.6  Compensation of the  Subordinated  Notes Trustee:  The  Subordinated  Notes
Trustee shall be  compensated  by  Reorganized  Fine Host for services  rendered
during the period up to and including the Initial  Distribution Date,  including
the reasonable compensation, disbursements, and expenses of the agents and legal
counsel of the Subordinated  Notes Trustee in connection with the performance of
its duties  under this Article VI upon  presentation  of invoices to the Debtor,
and shall be indemnified by Reorganized  Fine Host for any loss,  liability,  or
expense  incurred  by the  Subordinated  Notes  Trustee in  connection  with the
performance of such duties to the same extent and in the same manner as provided
in the  Subordinated  Notes  Indenture.  Upon payment,  in full, of the fees and
expenses of the Subordinated Notes Trustee,  the liens of the Subordinated Notes
Trustee on the  distributions  to holders of Allowed  Subordinated  Note  Claims
shall be released and extinguished.

6.7 Allocation of Distributions:  Any  distributions  received by a holder of an
Allowed  Subordinated  Note  Claim  shall be  allocated  first to the  principal
portion of such Claim to the extent thereof,  and thereafter,  to the portion of
such Claim, if any, representing accrued interest.

6.8 Change of Control Provision: Notwithstanding anything contained herein or in
the  Subordinated  Notes  Indenture  to the  contrary,  the  transactions  to be
consummated in accordance with Article VI of the Plan shall not create, nor deem
to  create,  any claim on the part of a holder of an Allowed  Subordinated  Note
Claim in accordance with Article XI of the Subordinated Notes Indenture.

Article VII

         PROVISIONS FOR TREATMENT OF GENERAL UNSECURED CLAIMS (CLASS 4)

7.1 Treatment of Allowed General  Unsecured  Claims: On the Effective Date, each
holder of an Allowed General  Unsecured Claim,  including,  without  limitation,
General  Unsecured Claims arising from or relating to trade/vendor  indebtedness
and  acquisition  debt claims  shall,  at the sole  election of the Debtor,  (a)
receive  distributions,  in Cash,  in the full  amount of such  Allowed  General
Unsecured  Claim,  (b) have such  Allowed  General  Unsecured  Claim  treated in
accordance with its terms in the ordinary course of business or (c) receive such
treatment to otherwise render such Allowed General Unsecured Claim unimpaired.

Article VIII

        PROVISIONS FOR TREATMENT OF DEBENTURE RESCISSION CLAIMS (CLASS 5)

8.1      Treatment of Allowed Debenture Rescission Claims.

(a)  Initial  Distribution:  On the  Initial  Distribution  Date,  and  provided
acceptance of the Plan by holders within Class 3 of the Plan,  each holder of an
Allowed  Debenture  Rescission  Claim shall be entitled to receive such holder's
Pro Rata Share of Litigation Trust Interests,  representing seventy-five percent
(75%) of the Litigation Trust, in accordance with Section 16.4 of the Plan.

(b) Final Distribution:  On the Final Distribution Date, and provided acceptance
of the Plan by holders  within  Class 3 of the Plan,  each  holder of an Allowed
Debenture  Rescission  Claim shall be entitled to receive such holder's Pro Rata
Share of:

(i)      300,000 shares of Reorganized Fine Host Common Stock; and

(ii) New Warrants to purchase  750,000  shares of  Reorganized  Fine Host Common
Stock, subject to dilution on account of the Management Options.

8.2 Limitation on Recovery:  Notwithstanding  anything  contained  herein to the
contrary,  including,  without  limitation,  the  distributions  to be  made  in
accordance  with Section 8.1 hereof,  in the event that the sum of (a) the value
attributable to the  Reorganized  Fine Host Common Stock and the New Warrants to
be  distributed  to each holder of an Allowed  Debenture  Rescission  Claim,  as
provided  in  the  Disclosure  Statement  or  as  otherwise  determined  by  the
Bankruptcy  Court, and (b) the  distributions  from the Litigation Trust to such
holder  are  equal  to one  hundred  percent  (100%)  of such  holder's  Allowed
Debenture Rescission Claim, then, the Litigation Trust Interests attributable to
such  holder  shall be deemed  redistributed  to holders of Allowed  Statutorily
Subordinated  Claims and Allowed Equity Interests in Class 6 on the same ratable
basis as the distributions are allocated between Classes 6A and 6B in accordance
with the provisions of Article IX of the Plan.

8.3 Subordinated Note Claim Distributions:  Notwithstanding the distributions to
be made pursuant to Section 6.2 hereof,  each holder of an Allowed  Subordinated
Note  Claim  which  also  holds  an  Allowed  Debenture   Rescission  Claim  may
participate in the distributions to be made pursuant to Section 8.1 hereof based
upon a Claim equal to the total  amount of such  holder's  Allowed  Subordinated
Note  Claim  less the value of the  consideration  received  on  account of such
Allowed  Subordinated  Note Claim  pursuant to Article VI of the Plan,  with the
shares of Reorganized Fine Host Common Stock distributed  pursuant to Article VI
to be valued as provided in the Disclosure  Statement or as otherwise determined
by the Bankruptcy Court.

8.4 No  Distribution:  Notwithstanding  anything  contained  in the  Plan to the
contrary, in the event that Class 3 does not accept the Plan, no distribution of
any kind shall be made to holders of Allowed  Debenture  Rescission  Claims and,
consistent therewith, the Litigation Trust shall not be created.

Article IX

              PROVISIONS FOR TREATMENT OF STATUTORILY SUBORDINATED
                CLAIMS (CLASS 6A) AND EQUITY INTERESTS (CLASS 6B)

9.1 Cancellation of Existing Equity Interests: On the Effective Date, all Equity
Interests  shall be  deemed  extinguished  and the  certificates  and all  other
documents  representing such Equity Interests,  including,  without  limitation,
Fine Host Equity  Interests and Stock Options,  shall be deemed cancelled and of
no force and effect.

9.2      Treatment of Allowed Statutorily Subordinated Claims (Class 6A):

(a)  Initial  Distribution:  On the  Initial  Distribution  Date,  and  provided
acceptance  of the Plan by  holders  within  Classes 3 and 5 of the  Plan,  each
holder of an Allowed Statutorily Subordinated Claim shall be entitled to receive
a  distribution  equal  to such  holder's  Pro  Rata  Share  of the  Statutorily
Subordinated  Claim  Percentage of (i) Litigation  Trust Interests  representing
twenty-five  percent  (25%) of the  Litigation  Trust and (ii)  such  additional
Litigation Trust Interests, if any, as provided in Section 8.2 of the Plan.

(b) Final Distribution:  On the Final Distribution Date, and provided acceptance
of the Plan by holders  within  Classes 3 and 5 of the Plan,  each  holder of an
Allowed   Statutorily   Subordinated  Claim  shall  be  entitled  to  receive  a
distribution   equal  to  such  holder's  Pro  Rata  Share  of  the  Statutorily
Subordinated Claim Percentage of:

(i)      100,000 shares of Reorganized Fine Host Common Stock; and

(ii) New Warrants to purchase  250,000  shares of  Reorganized  Fine Host Common
Stock, subject to dilution on account of the Management Options.

9.3      Treatment of Allowed Equity Interests (Class 6B):

(a)  Initial  Distribution:  On the  Initial  Distribution  Date,  and  provided
acceptance  of the Plan by  holders  within  Classes 3 and 5 of the  Plan,  each
holder of an Allowed Equity Interest shall be entitled to receive a distribution
equal to such holder's Pro Rata Share of the Equity  Interest  Percentage of (i)
Litigation  Trust  Interests  representing  twenty-five  percent  (25%)  of  the
Litigation Trust and (ii) such additional Litigation Trust Interests, if any, as
provided in Section 8.2 of the Plan.

(b) Final Distribution:  On the Final Distribution Date, and provided acceptance
of the Plan by holders  within  Classes 3 and 5 of the Plan,  each  holder of an
Allowed Equity  Interest  shall be entitled to receive a  distribution  equal to
such holder's Pro Rata Share of the Equity Interest Percentage of:

(i)      100,000 shares of Reorganized Fine Host Common Stock; and

(ii) New Warrants to purchase  250,000  shares of  Reorganized  Fine Host Common
Stock, subject to dilution on account of the Management Options.

9.4 No  Distribution:  Notwithstanding  anything  contained  in the  Plan to the
contrary,  in the event that either Class 3 or Class 5 does not accept the Plan,
no  distribution  of any kind shall be made to  holders  of Allowed  Statutorily
Subordinated  Claims or Allowed  Equity  Interests  and the amount of Litigation
Trust  Interests,  if any,  to be  distributed  to holders of Allowed  Debenture
Rescission Claims pursuant to Article VIII of the Plan shall be increased to one
hundred percent (100%).

Article X

           PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS UNDER THE PLAN

10.1  Objections  to  Claims;  Prosecution  of  Disputed  Claims:  The Debtor or
Reorganized  Fine  Host  shall  object  to the  allowance  of  Claims  or Equity
Interests  filed with the  Bankruptcy  Court with  respect to which it  disputes
liability or allowance in whole or in part. All objections shall be litigated to
Final  Order;  provided,  however,  that  Reorganized  Fine  Host  (within  such
parameters as may be established  by the Board of Directors of Reorganized  Fine
Host) shall have the  authority  to file,  settle,  compromise  or withdraw  any
objections to Claims or Equity  Interests,  without  approval of the  Bankruptcy
Court.  Unless  otherwise  ordered  by  the  Bankruptcy  Court,  the  Debtor  or
Reorganized  Fine Host shall file and serve all  objections  to Claims or Equity
Interests as soon as practicable,  but in no event later than the Effective Date
or  such  later  date  as  may  be  approved  by  the  Bankruptcy  Court  in the
Confirmation Order.

10.2 Estimation of Claims:  The Debtor or Reorganized  Fine Host may at any time
request that the  Bankruptcy  Court  estimate any  contingent or Disputed  Claim
pursuant to section  502(c) of the  Bankruptcy  Code  regardless  of whether the
Debtor or Reorganized Fine Host previously has objected to such Claim or whether
the Bankruptcy  Court has ruled on any such objection,  and the Bankruptcy Court
will retain  jurisdiction  to estimate  any Claim at any time during  litigation
concerning any objection to any Claim, including, without limitation, during the
pendency of any appeal relating to any such objection. Subject to the provisions
of section 502(j) of the Bankruptcy Code, in the event that the Bankruptcy Court
estimates  any  contingent  or Disputed  Claim,  the amount so  estimated  shall
constitute the allowed amount of such Claim. If the estimated amount constitutes
a maximum limitation on the amount of such Claim, the Debtor or Reorganized Fine
Host may pursue  supplementary  proceedings  to object to the  allowance of such
Claim. All of the aforementioned objection, estimation and resolution procedures
are  intended to be  cumulative  and not  necessarily  exclusive of one another.
Claims may be estimated  and  subsequently  compromised,  settled,  withdrawn or
resolved by any mechanism approved by the Bankruptcy Court.

10.3  Payments  and   Distributions  on  Disputed  Claims  and  Disputed  Equity
Interests: At such time as a Disputed Claim or Disputed Equity Interest becomes,
in whole or in part, an Allowed Claim or an Allowed Equity Interest, Reorganized
Fine Host shall distribute to the holder thereof the  distributions,  if any, to
which such holder is then entitled under the Plan.  Such  distribution,  if any,
shall be made as soon as  practicable  after the date that the order or judgment
of the Bankruptcy Court allowing such Disputed Claim or Disputed Equity Interest
becomes a Final Order but in no event more than thirty (30) days thereafter.  No
interest  shall be paid on Disputed  Claims or Disputed  Equity  Interests  that
later become Allowed or with respect to any distribution to such holder.  In the
event that dividend distributions have been made with respect to the Reorganized
Fine Host Common Stock distributable to a holder of a Disputed Claim or Disputed
Equity  Interest  that later becomes  Allowed,  such holder shall be entitled to
receive such previously distributed dividends, without any interest with respect
thereto. No distribution shall be made with respect to all or any portion of any
Disputed Claim or Disputed Equity Interest pending the entire resolution thereof
in the  manner  prescribed  in  Section  10.1  hereof.  Distributions  from  the
Litigation  Trust with respect to Disputed Claims or Disputed  Equity  Interests
that later become  Allowed  shall be made in accordance  with the  provisions of
Section 16.14 of the Plan.

Article XI

                                RIGHTS OF ACTION

11.1 Rights of Action:  Any rights,  claims, or causes of action accruing to the
Debtor or Debtor in Possession  pursuant to the  Bankruptcy  Code or pursuant to
any statute or legal theory,  including,  without express or implied limitation,
any avoidance or recovery  actions under  sections 544, 545, 548, 549, 550, 551,
and 553 of the Bankruptcy  Code and any rights to,  claims,  or causes of action
for recovery  under any  policies of insurance  issued to or on behalf of any of
the Debtor or Debtor in Possession  shall remain  assets of the Debtor's  estate
and, on the Effective  Date,  shall be  transferred  to  Reorganized  Fine Host.
Reorganized Fine Host shall be deemed the appointed  representative to, and may,
pursue,  litigate,  and compromise and settle any such rights, claims, or causes
of action,  as appropriate,  in accordance with what is in the best interests of
and for the benefit of Reorganized  Fine Host. The foregoing  shall not apply to
the Litigation Trust Claims.

11.2  Preference  Actions:  On the Effective Date, the Debtor shall be deemed to
waive the right to  prosecute  any  recovery  action  under  section  547 of the
Bankruptcy Code that belongs to the Debtor or Debtor in Possession.

Article XII

           ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE
                            OR MORE CLASSES OF CLAIMS

12.1 Impaired Classes to Vote: Each holder of a Claim in an impaired Class shall
be entitled to vote separately to accept or reject the Plan.

12.2 Acceptance by Class of Creditors: An impaired Class of Creditors shall have
accepted the Plan if the Plan is accepted by at least two-thirds (2/3) in dollar
amount  and more than  one-half  (1/2) in number of the  Allowed  Claims of such
Class that have voted to accept or reject the Plan.

12.3 Deemed  Rejection by Class 6: Class 6 shall be deemed to have  rejected the
Plan in accordance with section 1126 of the Bankruptcy Code.

12.4  Cramdown:  In the  event  that any  impaired  Class of  Claims  or  Equity
Interests  shall fail to accept the Plan in accordance  with section  1129(a) of
the  Bankruptcy  Code,  the  Debtor  reserves  the  right  to  request  that the
Bankruptcy  Court  confirm the Plan in  accordance  with section  1129(b) of the
Bankruptcy Code or amend the Plan.

Article XIII

             IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS IMPAIRED
                          AND NOT IMPAIRED BY THE PLAN

13.1 Impaired and Unimpaired  Classes:  Claims in Classes 1, 2 and 4 of the Plan
are not impaired under the Plan. Claims and Equity Interests in Classes 3, 5, 6A
and 6B are impaired under the Plan.

13.2 Impaired Classes to Vote on Plan: The Claims included in Classes 3 and 5 of
the Plan are impaired and are therefore entitled to vote to accept or reject the
Plan.  Sub-Classes  6A and 6B shall not vote with respect to  acceptance  of the
Plan and shall be deemed to have  rejected the Plan in  accordance  with section
1126 of the Bankruptcy Code.

13.3  Controversy  Concerning  Impairment:  In the event of a controversy  as to
whether any Class of Claims or Equity  Interests is impaired under the Plan, the
Bankruptcy Court shall, after notice and a hearing, determine such controversy.

Article XIV

                       PROVISIONS REGARDING DISTRIBUTIONS

14.1  Timeliness of Payments:  Any payments or  distributions  to be made by the
Debtor  pursuant  to the Plan shall be deemed to be timely  made if made  within
twenty  (20)  days  after  the  dates  specified  in  the  Plan.   Whenever  any
distribution  to be made  under  this Plan  shall be due on a day  other  than a
Business Day, such distribution shall instead be made, without interest,  on the
immediately  succeeding  Business  Day, but shall be deemed to have been made on
the date due. A  distribution  will be  allocated to the  principal  amount of a
Claim  first and then,  to the extent the  distribution  exceeds  the  principal
amount of the Claim, to any portion of the Claim representing accrued but unpaid
interest.

14.2   Distributions   by  Reorganized   Fine  Host:   Except  with  respect  to
distributions  to be made by the  Litigation  Trustee  pursuant to Section  16.8
hereof and the Litigation  Trust  Agreement,  all  distributions  under the Plan
shall be made by Reorganized Fine Host.

14.3  Manner of Payment  under the Plan:  Unless the Entity  receiving a payment
agrees  otherwise,  any payment in cash to be made by the Debtor or  Reorganized
Fine Host shall be made, at the election of the Debtor or the  Reorganized  Fine
Host (as the case may be), by check drawn on a domestic bank or by wire transfer
from a domestic bank.

14.4 Fractional Securities: No fractional shares of Reorganized Fine Host Common
Stock or New Warrants to purchase fractional shares shall be issued.  Fractional
shares of  Reorganized  Fine Host Common Stock and fractional New Warrants shall
be rounded to the next greater or next lower number of shares in accordance with
the  following  method:  (a)  fractions  of one-half  (1/2) or greater  shall be
rounded to the next higher whole number, and (b) fractions of less than one-half
(1/2)  shall be rounded  to the next lower  whole  number.  The total  number of
shares or interests of Reorganized Fine Host Common Stock and/or New Warrants to
be  distributed to a Class  hereunder  shall be adjusted as necessary to account
for the  rounding  provided for in this Section  14.4.  In the event that,  as a
result of such rounding,  a holder of a Claim or Equity  Interests would receive
no distribution  pursuant to the Plan, such holder shall receive Cash in lieu of
the fractional  shares of Reorganized  Fine Host Common Stock or New Warrants to
purchase fractional shares such holder was entitled to receive.

14.5  Delivery of  Distributions:  Except as provided in Article VI of the Plan,
and  subject  to  the  provisions  of  Rule  9010  of  the   Bankruptcy   Rules,
distributions  and  deliveries to holders of Allowed Claims shall be made at the
address  of each  such  holder  as set  forth on the  Schedules  filed  with the
Bankruptcy  Court unless  superseded by the address set forth on proofs of claim
filed by such holders, or at the last known address of such a holder if no proof
of claim is filed or if the Debtor has been  notified  in writing of a change of
address.  Distribution  to holders of Allowed Equity  Interests shall be made at
the addresses set forth on the transfer  ledger for Fine Host common stock as of
the Record Date.

14.6     Undeliverable Distributions:

(a) Holding of Undeliverable Distributions: If any distribution to any holder is
returned to Reorganized  Fine Host as  undeliverable,  no further  distributions
shall be made to such holder unless and until Reorganized Fine Host is notified,
in writing, of such holder's then-current address.  Undeliverable  distributions
shall remain in the  possession  of  Reorganized  Fine Host until such time as a
distribution becomes deliverable. All Persons ultimately receiving undeliverable
Cash,  or dividends  distributed  with respect to  Reorganized  Fine Host Common
Stock  shall not be  entitled  to any  interest  or other  accruals of any kind.
Nothing contained in the Plan shall require  Reorganized Fine Host to attempt to
locate any holder of an Allowed Claim or an Allowed Equity Interest.

(b) Failure to Claim Undeliverable  Distributions:  On or about the second (2nd)
and third (3rd) anniversaries of the Effective Date, Reorganized Fine Host shall
file a list with the Bankruptcy  Court setting forth the names of those Entities
for which  distributions  have been made  hereunder  and have been  returned  as
undeliverable  as of the date  thereof.  Any  holder of an  Allowed  Claim or an
Allowed Equity  Interest that does not assert its rights pursuant to the Plan to
receive a  distribution  within four (4) years from and after the Effective Date
shall  have its Claim or Equity  Interest  for such  undeliverable  distribution
discharged  and shall be forever  barred from asserting any such Claim or Equity
Interest  against  Reorganized  Fine Host or its  property.  In such  case,  any
consideration  held for distribution on account of such Claim or Equity Interest
shall revert to Reorganized Fine Host.

14.7 Compliance with Tax  Requirements:  To the extent  applicable,  Reorganized
Fine Host shall  comply  with all tax  withholding  and  reporting  requirements
imposed on it by any governmental  unit, and all  distributions  pursuant to the
Plan shall be subject to such withholding and reporting requirements.

14.8  Time Bar to Cash  Payments:  Checks  issued  by  Reorganized  Fine Host on
account of Allowed Claims shall be null and void if not negotiated within ninety
(90) days from and after the date of issuance  thereof.  Requests for reissuance
of any check shall be made  directly to  Reorganized  Fine Host by the holder of
the Allowed Claim with respect to which such check  originally  was issued.  Any
claim in respect of such a voided  check shall be made on or before the later of
(a) the second (2nd)  anniversary  of the Effective Date or (b) ninety (90) days
after the date of  issuance  of such  check,  if such check  represents  a final
distribution  hereunder on account of such Claim. After such date, all Claims in
respect of voided checks shall be discharged and forever barred and  Reorganized
Fine Host shall retain all moneys related thereto.

14.9 Distributions After Effective Date:  Distributions made after the Effective
Date to holders of Claims and Equity  Interests  that are not Allowed  Claims or
Allowed Equity Interests as of the Effective Date but which later become Allowed
Claims shall be deemed to have been made on the Effective Date.

14.10  Set-Offs:  Reorganized  Fine Host may,  pursuant  to  section  553 of the
Bankruptcy  Code or  applicable  nonbankruptcy  law, set off against any Allowed
Claim or Allowed Equity  Interest and the  distributions  to be made pursuant to
the Plan on account thereof (before any  distribution is made on account of such
Claim), the claims, rights and causes of action of any nature that the Debtor or
Reorganized  Fine Host may hold  against  the  holder of such  Allowed  Claim or
Allowed Equity Interest;  provided,  however, that neither the failure to effect
such a set-off nor the allowance of any Claim or Equity Interest hereunder shall
constitute  a waiver or release by the  Debtor or  Reorganized  Fine Host of any
such  claims,  rights and causes of action that the Debtor or  Reorganized  Fine
Host may possess  against  such holder;  and,  provided,  further,  that nothing
contained herein is intended to limit the rights of any Creditor or holder of an
Equity Interest to effectuate a setoff prior to the Effective Date in accordance
with the provisions of sections 362 and 553 of the Bankruptcy Code.

14.11 Surrender and Cancellation of Instruments: Except as Reorganized Fine Host
otherwise may agree,  (a) each holder of a promissory  note or other  instrument
evidencing a Claim,  including,  without limitation,  a Subordinated Note, shall
surrender such  promissory  note or instrument to Reorganized  Fine Host, (b) no
distribution  hereunder  shall be made to or on behalf  of any  holder of such a
Claim unless and until such  promissory  note or  instrument  is received or the
unavailability  of such note or  instrument  is  reasonably  established  to the
satisfaction of Reorganized Fine Host and (c) in accordance with section 1143 of
the Bankruptcy Code, any such holder of such a Claim that fails to (i) surrender
or cause to be surrendered  such promissory note or instrument or to execute and
deliver  an  affidavit  of  loss  and  indemnity   reasonably   satisfactory  to
Reorganized Fine Host and (ii) in the event that Reorganized Fine Host requests,
furnish a bond in form and substance (including amount) reasonably  satisfactory
to Reorganized Fine Host, within two (2) years from and after the Effective Date
shall be deemed to have forfeited all rights, claims and interests and shall not
participate in any distribution hereunder.  Surrender of the global certificates
held by the  Depository  Trust  Company in the name of Cede & Co.,  Inc.  to the
Subordinated  Notes  Trustee  shall  constitute   surrender  of  the  instrument
evidencing the Subordinated Notes.

14.12  Termination of Subordination  Rights and Settlement of Related Claims and
Controversies: The classification and manner of satisfying all Claims and Equity
Interests  under the Plan take into  consideration  all  contractual,  legal and
equitable  subordination  rights,  whether  arising under general  principles of
equitable  subordination,  sections  510(b)  and (c) of the  Bankruptcy  Code or
otherwise,  that a holder of a Claim or Equity  Interest may have against  other
Claim or Equity Interest holders with respect to any distribution  made pursuant
to the  Plan.  On the  Effective  Date,  all  contractual,  legal  or  equitable
subordination  rights that a holder of a Claim or Equity  Interest may have with
respect to any  distribution to be made pursuant to the Plan shall be discharged
and terminated, and all actions related to the enforcement of such subordination
rights  shall be  permanently  enjoined and  distributions  pursuant to the Plan
shall  not  be  subject  to  payment  to  a  beneficiary   of  such   terminated
subordination rights, or to levy, garnishment, attachment or other legal process
by  any  beneficiary  of  such  terminated  subordination  rights.  Pursuant  to
Bankruptcy  Rule  9019 and in  consideration  for the  distributions  and  other
benefits  provided  under the Plan,  the  provisions of this Section 14.12 shall
constitute a good faith compromise and settlement of all claims or controversies
relating  to  the   termination   of  all   contractual,   legal  and  equitable
subordination  rights that a holder of a Claim or Equity  Interest may have with
respect to any Allowed Claim or Allowed Equity Interest,  or any distribution to
be made on account of an Allowed Claim or an Allowed Equity Interest.  The entry
of the Confirmation  Order shall  constitute the Bankruptcy  Court's approval of
the  compromise  or  settlement  of all such  claims  or  controversies  and the
Bankruptcy  Court's  finding that such  compromise  or settlement is in the best
interests of the Debtor,  Reorganized Fine Host, and their  respective  property
and  holders  of  Claims  and  Equity  Interests  and  is  fair,  equitable  and
reasonable.

Article XV

                                   COMMITTEES

15.1 Creditors' Committee Composition and Term: From the Confirmation Date up to
and including the Effective  Date, the members of the Creditors'  Committee,  if
any,  appointed  pursuant to section 1102 of the Bankruptcy Code, and their duly
appointed  successors,  shall continue to serve.  Upon the disallowance by Final
Order  of the  Claim  held by a  Creditor  that is a  member  of the  Creditors'
Committee,   such  membership  shall  terminate  and  no  replacement  shall  be
appointed.  Upon  the  resignation,  death  or  disability  of a  member  of the
Creditors'  Committee,  the Creditor having appointed such member shall have the
right to  designate  a  replacement.  In the event such  Creditor  shall fail to
designate a replacement, no other replacement may be appointed to the Creditors'
Committee.  Members of the Creditors' Committee shall serve without compensation
but  shall  be  entitled  to  reimbursement  of their  reasonable  out-of-pocket
expenses  which are  attributable  to their  attendance at Creditors'  Committee
meetings. The Creditors' Committee shall be entitled to retain legal counsel and
such other  professionals as may be authorized by the Bankruptcy Court, the fees
and  expenses of which shall be  entitled to payment as  Administrative  Expense
Claims.  On the Effective Date, the Creditors'  Committee shall be dissolved and
the members thereof and the professionals  retained by the Creditors'  Committee
in  accordance  with section 1103 of the  Bankruptcy  Code shall be released and
discharged from their respective fiduciary obligations.

15.2 Ad Hoc Committee Term and Fees: In the event not otherwise  disbanded prior
to the  Effective  Date, on the Effective  Date,  the Ad Hoc Committee  shall be
dissolved.  On the later to occur of (i) the Effective Date and (ii) entry of an
order of the Bankruptcy  Court  allowing and  authorizing  the payment  thereof,
Reorganized  Fine Host shall pay the reasonable  fees and expenses of the Ad Hoc
Committee's professionals incurred from and after the Petition Date.

Article XVI

                              THE LITIGATION TRUST

16.1  Establishment of the Trust: On the Effective Date, the Debtor,  on its own
behalf and on behalf of holders of Allowed Claims and Allowed  Equity  Interests
in Classes 5, 6A and 6B shall execute the Litigation  Trust  Agreement and shall
take all other  steps  necessary  to  establish  the  Litigation  Trust.  On the
Effective Date, and in accordance with and pursuant to the terms of Section 16.4
of the Plan, the Debtor shall transfer to the Litigation Trust all of its right,
title,  and interest in the  Litigation  Trust Claims.  In  connection  with the
above-described  rights  and causes of action,  any  attorney-client  privilege,
work-product  privilege,  or  other  privilege  or  immunity  attaching  to  any
documents  or  communications  (whether  written  or  oral)  transferred  to the
Litigation Trust shall vest in the Litigation  Trustee and its  representatives,
and the Debtor and the  Litigation  Trustee are authorized to take all necessary
actions to effectuate the transfer of such privileges.

16.2 Purpose of the Litigation  Trust: The Litigation Trust shall be established
for the sole purpose of  liquidating  its assets,  in  accordance  with Treasury
Regulation Section 301.7701-4(d), with no objective to continue or engage in the
conduct of a trade or business.

16.3 Funding Expenses of the Litigation Trust: In accordance with the Litigation
Trust Agreement and any agreements entered into in connection therewith,  on the
Effective Date, the Debtor shall transfer One Million Dollars ($1,000,000.00) to
the Litigation Trust. The Debtor and Reorganized Fine Host shall have no further
obligation to provide any funding with respect to the Litigation Trust.

16.4     Transfer of Assets:

(a) The transfer of the Litigation Trust Claims to the Litigation Trust shall be
made, as provided  herein,  for the benefit of the holders of Allowed Claims and
Allowed  Equity  Interests  in Classes  5, 6A and 6B, in each case,  only to the
extent such  holders in such  Classes are  entitled to  distributions  under the
Plan.  In this regard,  in partial  satisfaction  of Allowed  Claims and Allowed
Equity  Interests in Classes 5, 6A and 6B, the  Litigation  Trust Claims will be
transferred to such holders of Allowed Claims and Allowed Equity  Interests,  to
be held by the Debtor on their behalf.  Immediately thereafter, on behalf of the
holders of Allowed Claims and Allowed Equity  Interests in Classes 5, 6A and 6B,
respectively,  the Debtor shall  transfer  such  Litigation  Trust Claims to the
Litigation  Trust in exchange for Litigation  Trust Interests for the benefit of
holders of Allowed Claims and Allowed Equity  Interests in Classes 5, 6A and 6B,
respectively,  in accordance  with the Plan. Upon the transfer of the Litigation
Trust  Claims,  the Debtor  shall  have no  interest  in or with  respect to the
Litigation Trust Claims or the Litigation Trust.

(b) For all  federal  income  tax  purposes,  all  parties  (including,  without
limitation,  the Debtor,  the Litigation  Trustee and the  beneficiaries  of the
Litigation  Trust) shall treat the transfer of assets to the Litigation Trust in
accordance  with the terms of the Plan,  as a transfer to the holders of Allowed
Claims and  Allowed  Equity  Interests  in  Classes 5, 6A and 6B,  respectively,
followed  by a  transfer  by  such  holders  to the  Litigation  Trust  and  the
beneficiaries  of the  Litigation  Trust  shall be treated as the  grantors  and
owners thereof.

16.5 Valuation of Assets:  As soon as possible after the Effective  Date, but in
no event later than  thirty (30) days  thereafter,  the  Litigation  Trust Board
shall  inform,  in writing,  the  Litigation  Trustee of the value of the assets
transferred to the Litigation  Trust,  based on the good faith  determination of
the  Litigation  Trust Board,  and the  Litigation  Trustee  shall  apprise,  in
writing,  the  beneficiaries  of the  Litigation  Trust of such  valuation.  The
valuation shall be used consistently by all parties  (including the Debtor,  the
Litigation  Trustee  and the  beneficiaries  of the  Litigation  Trust)  for all
federal income tax purposes.

16.6     Liquidation of Assets; Responsibilities of Litigation Trustee:

(a) The Litigation Trustee, upon direction by the Litigation Trust Board and the
exercise  of  their  collective  reasonable  business  judgment,  shall,  in  an
expeditious but orderly manner,  liquidate and convert to Cash the assets of the
Litigation Trust, make timely  distributions and not unduly prolong the duration
of the Litigation  Trust.  The liquidation of the Litigation Trust Claims may be
accomplished   either  through  the  prosecution,   compromise  and  settlement,
abandonment  or dismissal of any or all claims,  rights or causes of action,  or
otherwise. The Litigation Trustee, upon direction by the Litigation Trust Board,
shall have the  absolute  right to pursue or not to pursue  any and all  claims,
rights,  or causes of action,  as it determines is in the best  interests of the
beneficiaries of the Litigation Trust,  including,  without  limitation,  taking
into account the  indemnification  and  contribution  obligations of Reorganized
Fine Host and the diminution in value of  Reorganized  Fine Host, and consistent
with the purposes of the Litigation  Trust,  and shall have no liability for the
outcome of its decision.  The  Litigation  Trustee may incur any  reasonable and
necessary expenses in liquidating and converting the assets to Cash.

(b) The Litigation  Trustee shall be named in the  Confirmation  Order or in the
Litigation  Trust  Agreement  and shall have the power (i) to prosecute  for the
benefit  of the  Litigation  Trust  all  claims,  rights  and  causes  of action
transferred to the Litigation  Trust (whether such suits are brought in the name
of the  Litigation  Trust or  otherwise),  and  (ii) to  otherwise  perform  the
functions and take the actions  provided for or permitted herein or in any other
agreement  executed by the Litigation  Trustee pursuant to the Plan. Any and all
proceeds  generated from such claims,  rights, and causes of action shall be the
property of the Litigation Trust.

16.7 Investment  Powers: The right and power of the Litigation Trustee to invest
assets transferred to the Litigation Trust, the proceeds thereof,  or any income
earned  by the  Litigation  Trust,  shall be  limited  to the right and power to
invest such assets (pending  periodic  distributions  in accordance with Section
16.8 of the Plan) in Cash Equivalents;  provided, however, that (a) the scope of
any such  permissible  investments  shall  be  limited  to  include  only  those
investments,  or shall be expanded to include any additional investments, as the
case may be, that a liquidating trust, within the meaning of Treasury Regulation
Section  301.7701-4(d)  may be  permitted  to  hold,  pursuant  to the  Treasury
Regulations, or any modification in the IRS guidelines, whether set forth in IRS
rulings,  other IRS pronouncements or otherwise,  and (b) the Litigation Trustee
may expend the assets of the  Litigation  Trust (i) as  reasonably  necessary to
meet  contingent  liabilities  and to  maintain  the value of the  assets of the
Litigation  Trust  during  liquidation,  (ii) to pay  reasonable  administrative
expenses  (including,  but not limited to, any taxes  imposed on the  Litigation
Trust or fees and expenses in connection with litigation),  and (iii) to satisfy
other  liabilities  incurred or assumed by the Litigation Trust (or to which the
assets are  otherwise  subject) in  accordance  with the Plan or the  Litigation
Trust Agreement; and provided, further, that, under no circumstances,  shall the
Litigation  Trust  segregate the assets of the Litigation  Trust on the basis of
classification  of the holders of Litigation  Trust  Interests,  other than with
respect to  distributions  to be made on account of Disputed Claims and Disputed
Equity Interests in accordance with the provisions hereof.

16.8 Annual Distribution;  Withholding:  The Litigation Trustee shall distribute
at least  annually to the holders of  Litigation  Trust  Interests  all net cash
income plus all net cash proceeds from the  liquidation of assets  (including as
Cash for  this  purpose,  all Cash  Equivalents);  provided,  however,  that the
Litigation Trust may retain such amounts (i) as are reasonably necessary to meet
contingent liabilities and to maintain the value of the assets of the Litigation
Trust  during  liquidation,  (ii)  to  pay  reasonable  administrative  expenses
(including any taxes imposed on the Litigation Trust or in respect of the assets
of the Litigation  Trust or the escrow created in accordance  with Section 16.14
hereof),  and (iii) to  satisfy  other  liabilities  incurred  or assumed by the
Litigation  Trust (or to which the assets are  otherwise  subject) in accordance
with the Plan or the Litigation Trust Agreement. All such distributions shall be
pro rata  based on the number of  Litigation  Trust  Interests  held by a holder
compared with the aggregate  number of Litigation  Trust Interests  outstanding,
subject to the terms of the Plan and the Litigation Trust  Agreement;  provided,
further,  that of the net amount  distributable,  the  Litigation  Trustee shall
transfer to an escrow, in accordance with Section 16.14 hereof,  such amounts as
would be  distributable  in  respect of  Disputed  Claims  and  Disputed  Equity
Interests  (treating such Claims and Equity Interests,  for this purpose,  as if
they were  Allowed  Claims and Equity  Interests).  The  Litigation  Trustee may
withhold  from  amounts  distributable  to  any  Person  any  and  all  amounts,
determined  in  the  Litigation  Trustee's  reasonable  sole  discretion,  to be
required by any law, regulation,  rule, ruling,  directive or other governmental
requirement.

16.9     Reporting Duties:

(a) Federal Income Tax:  Subject to definitive  guidance from the IRS or a court
of  competent  jurisdiction  to  the  contrary  (including  the  receipt  by the
Litigation  Trustee  of a private  letter  ruling if the  Litigation  Trustee so
requests one, or the receipt of an adverse  determination  by the IRS upon audit
if not contested by the Litigation  Trustee),  and except as provided in Section
16.9(d)  hereof,  the  Litigation  Trustee shall file returns for the Litigation
Trust as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a). The
Litigation Trustee shall also annually send to each holder of a Litigation Trust
Interest a  separate  statement  setting  forth the  holder's  share of items of
income,  gain,  loss,  deduction or credit and will instruct all such holders to
report such items on their federal income tax returns.

(b) Allocations of Litigation Trust Taxable Income: Subject to the provisions of
Section 16.9(d) hereof,  allocations of Litigation Trust taxable income shall be
determined  by  reference to the manner in which an amount of cash equal to such
taxable  income would be  distributed  (without  regard to any  restrictions  on
distributions   described   herein)  if,   immediately   prior  to  such  deemed
distribution,  the  Litigation  Trust had  distributed  all of its other  assets
(valued  for  this  purpose  at their  tax book  value)  to the  holders  of the
Litigation  Trust  Interests  (treating  any  holder  of a  Disputed  Claim or a
Disputed Equity Interest,  for this purpose, as a current holder of a Litigation
Trust  Interest  entitled to  distributions),  taking into account all prior and
concurrent  distributions from the Litigation Trust (including all distributions
held in escrow  pending the  resolution of Disputed  Claims and Disputed  Equity
Interests). Similarly, taxable loss of the Litigation Trust will be allocated by
reference  to the manner in which an  economic  loss would be borne  immediately
after a liquidating  distribution of the remaining Liquidation Trust Claims. The
tax book value of the Litigation Trust Claims for this purpose shall equal their
fair market value on the Effective Date or, if later,  the date such assets were
acquired by the Litigation Trust, adjusted in either case in accordance with tax
accounting   principles  prescribed  by  the  IRC,  the  regulations  and  other
applicable administrative and judicial authorities and pronouncements.

(c) Other:  The  Litigation  Trustee shall file (or cause to be filed) any other
statements,  returns or disclosures relating to the Litigation Trust, including,
without  limitation,  all statements,  returns and  disclosures  relating to the
escrow to be established  pursuant to Section 16.14 hereof, that are required by
any governmental unit.

(d)  Alternative  Tax Reporting If No Distribution to Class 6. In the event that
all Litigation Trust Interests are distributable to holders of Allowed Debenture
Rescission Claims, and notwithstanding anything contained in this Article XVI to
the contrary,  the Litigation  Trust  (inclusive of the escrow to be established
pursuant to Section 16.14  hereof)  shall be treated as a "qualified  settlement
fund" within the meaning of Treasury  Regulation  Section 1.468B-1 (and shall be
governed by the Treasury  Regulations  relating thereto),  subject to definitive
guidance from the IRS or a court of competent  jurisdiction to the contrary. If,
in such instance,  the  Litigation  Trust is determined by the IRS or a court of
competent   jurisdiction  not  be  a  "qualified  settlement  fund",  the  other
provisions  of  this  Section  16.9  shall  apply  unaffected  by the  preceding
sentence,  and the  Litigation  Trustee  shall so notify in writing all relevant
parties (including, without limitation, Reorganized Fine Host and all holders of
Allowed Debenture Rescission Claims).

16.10 Trust Implementation:  On the Effective Date, the Litigation Trust will be
established  and become  effective for the benefit of Allowed Claims and Allowed
Equity  Interests in Classes 5, 6A and 6B. The Litigation  Trust Agreement shall
be filed in the Plan Supplement and shall contain provisions  customary to trust
agreements utilized in comparable circumstances,  including, but not limited to,
any and all  provisions  necessary  to ensure  the  continued  treatment  of the
Litigation Trust as a grantor trust for federal income tax purposes. All parties
(including the Debtor,  the Litigation Trustee and holders of Allowed Claims and
Allowed Equity Interests in Classes 5, 6A and 6B) shall execute any documents or
other  instruments  as necessary to cause title to the  applicable  assets to be
transferred to the Litigation Trust.

16.11 Registry of Beneficial Interests:  The Litigation Trustee shall maintain a
registry of the holders of Litigation Trust Interests.

16.12  Termination:  The Litigation Trust will terminate no later than the fifth
(5th) anniversary of the Effective Date; provided, however, that, on or prior to
the date six (6) months prior to such  termination,  the Bankruptcy  Court, upon
motion by a party in interest, may extend the term of the Litigation Trust if it
is necessary to the liquidation of the Litigation Trust Claims.  Notwithstanding
the foregoing,  multiple  extensions can be obtained so long as Bankruptcy Court
approval  is obtained at least six (6) months  prior to the  expiration  of each
extended  term;  provided,  however,  that the aggregate of all such  extensions
shall not exceed  three (3)  years,  unless the  Litigation  Trustee  receives a
favorable  ruling from the IRS that any further  extension  would not  adversely
affect the status of the Litigation  Trust as a grantor trust for federal income
tax purposes.

16.13    Net Litigation Trust Recovery/Affirmative Obligations:

(a) Net Judgment:  Notwithstanding anything contained herein to the contrary, in
the event that a defendant in a litigation brought by the Litigation Trustee for
and on behalf  of the  Litigation  Trust is  required  by a Final  Order to make
payment to the Litigation Trust (the "Judgment Amount") or has a right of setoff
under section 553 of the Bankruptcy Code or applicable non-bankruptcy law, has a
claim for  contribution or reimbursement or has incurred costs and expenses (the
"Defense  Costs",  and together  with the  Judgment  Amount,  the  "Indemnified/
Contribution Amount") which would give rise to an enforceable claim against Fine
Host or Reorganized  Fine Host, as the case may be, (i) such defendant  shall be
obligated to pay only the excess,  if any, of the amount of the Judgment  Amount
over the Indemnified/Contribution Amount, (ii) none of the Litigation Trust, the
holders or  beneficiaries of the Litigation Trust Interests shall be entitled to
assert a claim against the Debtor or  Reorganized  Fine Host with respect to the
Indemnified/Contribution  Amount, and (iii) the Debtor and Reorganized Fine Host
shall have no liability with respect to such Indemnified/Contribution Amount.

(b) Affirmative  Obligations:  Notwithstanding  anything contained herein to the
contrary,  in  the  event  that  a  defendant  in a  litigation  brought  by the
Litigation  Trustee for and on behalf of the Litigation Trust (1) has a right of
setoff under section 553 of the  Bankruptcy  Code or  applicable  non-bankruptcy
law, has a claim for contribution or reimbursement or has incurred Defense Costs
which would give rise to an  enforceable  claim against Fine Host or Reorganized
Fine Host,  as the case may be, and (2) the amount of the  Defense  Costs are in
excess of the Judgment  Amount,  if any, (i) the Judgment Amount shall be offset
against the Defense Costs and shall not be paid to the Litigation  Trust by such
defendant,  (ii) the  Litigation  Trust shall  reimburse  Reorganized  Fine Host
immediately for the payment of the difference  between the Defense Costs and any
Judgment  Amount,   (iii),   none  of  the  Litigation  Trust,  the  holders  or
beneficiaries  of the Litigation  Trust  Interests shall be entitled to assert a
claim  against  the  Debtor  or  Reorganized  Fine  Host  with  respect  to  the
Indemnified/Contribution  Amount,  and (iv) the Debtor and Reorganized Fine Host
shall have no liability with respect to such Indemnified/Contribution Amount.

16.14    Escrow on Account of Disputed Claims and Disputed Equity Interests:

(a) General:  The  Litigation  Trustee shall  maintain,  in accordance  with the
Litigation Trustee's powers and responsibilities  under this Article XVI and the
Litigation Trust Agreement,  an escrow of any distributable  amounts required to
be set aside on  account  of  Disputed  Claims  and  Disputed  Equity  Interests
pursuant to Section  16.8.  Such amounts  (net of any  expenses,  including  any
taxes, of the escrow relating thereto) shall be distributed, as provided herein,
as such  Disputed  Claims or Disputed  Equity  Interests  are  resolved by Final
Order,  and shall be distributable in respect of such Litigation Trust Interests
as such  amounts  would  have  been  distributable  had the  Disputed  Claims or
Disputed  Equity  Interests been Allowed  Claims and Equity  Interests as of the
Effective  Date.  There shall be distributed  together with such amounts any net
earnings of the escrow related thereto.  Distributions  from the escrow shall be
made at least annually  concurrent with other  distributions from the Litigation
Trust.

(b) Taxable Income of Litigation Trust Allocable to Disputed Claims and Disputed
Equity Interests:  As more fully set forth in Section 16.14(c), the escrow shall
be responsible  for payment of certain taxes  attributable to the taxable income
of the Litigation Trust allocable to Litigation Trust Interests relating to such
Disputed Claims and Disputed Equity  Interests.  In the event, and to the extent
the  escrow  has  insufficient  funds to pay such  taxes (or no escrow  has been
established  at such  time  due to the  absence  of any  distributable  proceeds
pursuant to Section 16.8), such taxes shall be borne by the Litigation Trust and
either (i) reimbursed by the escrow from any subsequent  amounts  transferred by
the Litigation  Trustee to the escrow pursuant to Section 16.8 hereof in respect
of such Disputed Claims and Disputed Equity Interests or (ii) to the extent such
Claims and Equity  Interests have  subsequently  been resolved,  may be deducted
from any increased amounts  distributable by the Litigation Trust as a result of
the  resolutions  of such Claims and Equity  Interests  on a fair and  equitable
basis.

(c) Tax Treatment of Escrow:  Subject to  definitive  guidance from the IRS or a
court of competent  jurisdiction  to the contrary  (including the receipt by the
Litigation  Trustee  of a private  letter  ruling if the  Litigation  Trustee so
requests one, or the receipt of an adverse  determination  by the IRS upon audit
if not contested by the Litigation Trustee), and except as otherwise provided in
Section 16.9(d) hereof,  the Litigation  Trustee shall (i) treat the escrow as a
discreet  trust for federal  income tax  purposes,  consisting  of separate  and
independent  shares to be  established  in  respect  of each  Disputed  Claim or
Disputed Equity  Interest,  in accordance  with the trust  provisions of the IRC
(Sections 641 et seq.),  (ii) treat as taxable income or loss of the escrow with
respect to any given  taxable year the portion of the taxable  income or loss of
the  Litigation  Trust that would have been allocated to the holders of Disputed
Claims and Disputed Equity  Interests had such Claims and Equity  Interests been
Allowed on the Effective Date (but only for the portion of the taxable year with
respect to which such Claims or Equity Interests are unresolved), (iii) treat as
a  distribution  from  the  escrow  any  increased  amounts  distributed  by the
Litigation Trust as a result of any Disputed Claims or Disputed Equity Interests
resolved earlier in the taxable year, to the extent such distributions relate to
taxable  income  or  loss  of the  escrow  determined  in  accordance  with  the
provisions  hereof,  and (iv) to the extent  permitted by applicable  law, shall
report  consistent  with the  foregoing for state and local income tax purposes.
All holders of Allowed Claims and Allowed Equity  Interests in Classes 5, 6A and
6B shall report, for tax purposes, consistent with the foregoing.

16.15 Non-Transferability: Upon issuance thereof, the Litigation Trust Interests
shall be non-transferable.

Article XVII

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

17.1  Assumption  of Executory  Contracts and  Unexpired  Leases:  Any executory
contracts  or  unexpired  leases which have not expired by their own terms on or
prior to the  Effective  Date,  which  have not been  assumed  and  assigned  or
rejected with the approval of the Bankruptcy Court, or which are not the subject
of a motion to reject the same pending as of the  Effective  Date or the subject
of Section 17.3 hereof shall be deemed  assumed by the Debtor in  Possession  on
the Effective  Date and the entry of the  Confirmation  Order by the  Bankruptcy
Court shall constitute approval of such assumptions  pursuant to sections 365(a)
and 1123 of the Bankruptcy Code.

17.2 Cure of Defaults for Assumed Executory  Contracts and Unexpired Leases: Any
monetary  amounts  required as cure  payments  on each  executory  contract  and
unexpired lease to be assumed pursuant to the Plan shall be satisfied,  pursuant
to section  365(b)(1) of the  Bankruptcy  Code, by payment of the cure amount in
Cash on the Effective  Date or upon such other terms and dates as the parties to
such executory  contracts or unexpired  leases otherwise may agree. In the event
of a dispute  regarding (a) the amount of any cure  payment,  (b) the ability of
the Debtor or any assignee to provide "adequate assurance of future performance"
(within the meaning of section 365 of the Bankruptcy Code) under the contract or
lease to be assumed or (c) any other matter  pertaining to assumption,  the cure
payments  required by section  365(b)(1)  of the  Bankruptcy  Code shall be made
following the entry of a Final Order resolving such dispute.

17.3  Rejection  Damage  Claims:  Not  later  than  ten (10)  days  prior to the
Confirmation  Date,  the Debtor shall file with the  Bankruptcy  Court a list of
executory  contracts and unexpired  leases to be rejected by the Debtor pursuant
to the Plan as of the Effective Date, and such executory contracts and unexpired
leases shall be deemed rejected as of the Effective Date. If the rejection of an
executory  contract or unexpired  lease by the Debtor  results in damages to the
other party or parties to such contract or lease, any claim for such damages, if
not heretofore  evidenced by a filed proof of claim, shall be forever barred and
shall not be  enforceable  against  the  Debtor,  or its  properties  or agents,
successors,  or  assigns,  unless a proof of claim is filed with the  Bankruptcy
Court and served  upon  counsel  for the Debtor on or before  fifteen  (15) days
after  the  later of (a) the  Confirmation  Date and (b) the date of entry of an
order by the Bankruptcy Court  authorizing  rejection of a particular  executory
contract or lease.  Unless otherwise ordered by the Bankruptcy Court or provided
in the Plan,  all such Claims for which proofs of claim are timely filed will be
treated as General Unsecured Claims subject to the provisions of the Plan.

17.4  Indemnification and Reimbursement  Obligations:  For purposes of the Plan,
the  obligations  of the Debtor to  indemnify  and  reimburse  its  directors or
officers  that were  directors  or  officers,  respectively,  on or  before  the
Petition  Date or who became  directors  or  officers  after the  Petition  Date
against and for any obligations pursuant to articles of incorporation,  codes of
regulations,  bylaws,  applicable  state  law,  or  specific  agreement,  or any
combination of the foregoing,  shall survive  confirmation  of the Plan,  remain
unaffected thereby, and not be discharged in accordance with section 1141 of the
Bankruptcy  Code,  irrespective of whether  indemnification  or reimbursement is
owed in connection  with an event  occurring  before,  on, or after the Petition
Date; provided,  however, that,  notwithstanding the foregoing, such obligations
shall not be extended to any  directors  or officers  (a) whose term in all such
capacities  expired or was  terminated  prior to the Petition  Date or (b) whose
reimbursement  or  indemnity  request  relates to a claim which is not waived or
released by reason of clauses  (iii),  (iv) and (v) of the proviso  contained in
Section 19.6 hereof.

17.5 Compensation and Benefit Programs:  All employment  agreements,  employment
and severance  policies and all  compensation  and benefit  plans,  policies and
programs of the Debtor applicable to its present and former employees, officers,
and directors,  including,  without express or implied  limitation,  all savings
plans,  retirement plans, health care plans, disability plans, severance benefit
plans, incentive plans, and life, accidental death, and dismemberment  insurance
plans, shall be deemed to be, and shall be treated as though they are, executory
contracts that are deemed  assumed under the Plan, and the Debtor's  obligations
under such plans,  policies,  and programs shall be deemed  assumed  pursuant to
section 365(a) of the Bankruptcy Code, survive  confirmation of the Plan, remain
unaffected thereby, and not be discharged in accordance with section 1141 of the
Bankruptcy Code. Any defaults  existing under any of such plans,  policies,  and
programs  shall  be cured  promptly  after  they  become  known  by the  Debtor.
Notwithstanding the foregoing,  on the Effective Date, as provided in Article IX
of the Plan, the Stock Option Plans will be deemed terminated, cancelled, and of
no further  force and  effect,  and the  participants  thereunder  shall have no
further rights thereunder.

Article XVIII

               CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN

18.1 Conditions  Precedent to Effective Date of the Plan: The "effective date of
the plan," as used in section 1129 of the Bankruptcy  Code, shall not occur, and
the Plan  shall  be of no force  and  effect,  until  the  Effective  Date.  The
occurrence of the  Effective  Date is subject to  satisfaction  of the following
conditions precedent:

(a) Entry of the  Confirmation  Order:  The Clerk of the Bankruptcy  Court shall
have entered the Confirmation  Order, in form and substance  satisfactory to the
Debtor and the Ad Hoc Committee,  and the Confirmation Order shall have become a
Final Order and be in full force and effect.

(b)  Execution of  Documents;  Other  Actions:  All other  actions and documents
necessary to implement the Plan shall have been effected or executed.

(c)      Available Cash:  The amount of Available Cash shall be equal to or
greater than Sixty Million Dollars ($60,000,000.00)

18.2 Waiver of Conditions Precedent: Each of the conditions precedent in Section
18.1, may be waived, in whole or in part, by the Debtor and the Ad Hoc Committee
in their  sole  discretion.  Any such  waiver of a  condition  precedent  may be
effected at any time,  without notice or leave or order of the Bankruptcy  Court
and without any formal action.

Article XIX

                             EFFECT OF CONFIRMATION

19.1     Reorganized Fine Host Authority:

(a) General  Authority:  During the period from the Confirmation  Date up to but
not including the Effective Date, the Bankruptcy  Court shall retain custody and
jurisdiction of the Debtor,  its property and its  operations.  On the Effective
Date,  Reorganized  Fine Host, its property and its operations shall be released
from the custody and jurisdiction of the Bankruptcy Court.

(b) Compromise and Settlement of Certain Class of Controversies:  From and after
the Confirmation Date, all controversies pending before any court other than the
Bankruptcy Court shall constitute a class of controversies under Rule 9019(b) of
the  Bankruptcy  Rules and  Reorganized  Fine Host may  compromise or settle any
controversy in such class without further approval by the Bankruptcy Court.

19.2 Title to Assets; Discharge of Liabilities:  Except as otherwise provided by
the Plan, on the Effective Date, title to all assets and properties  encompassed
by the Plan shall vest in Reorganized  Fine Host in accordance with section 1141
of  the  Bankruptcy  Code,  and  the  Confirmation  Order  shall  be a  judicial
determination of discharge of the Debtor's liabilities except as provided in the
Plan.

19.3 Discharge of Debtor:  The rights  afforded in the Plan and the treatment of
all holders of Claims or Equity Interests herein shall be in exchange for and in
complete satisfaction,  discharge and release of all Claims and Equity Interests
of any nature  whatsoever,  known or unknown,  including any interest accrued or
expenses  incurred  thereon from and after the Petition  Date against the Debtor
and  Debtor  in  Possession,  or any of  their  estate,  properties,  assets  or
interests in property.  Except as otherwise provided herein,  upon the Effective
Date,  all  Claims  against  and  Equity  Interests  in the Debtor and Debtor in
Possession, shall be satisfied, discharged and released in full. All Persons and
Entities  shall be  precluded  from  asserting  against  the  Debtor,  Debtor-in
Possession,   their  successors  or  assigns,  including,   without  limitation,
Reorganized  Fine Host, their agents and employees,  or their respective  assets
properties or interests in property,  any other or further Claims based upon any
act or  omission,  transaction  or other  activity  of any kind or  nature  that
occurred prior to the Confirmation Date, whether or not the facts or legal bases
therefor were known or existed prior to the Confirmation Date.

19.4 Injunction: Except as otherwise expressly provided in the Plan, all Persons
or  Entities  who have held,  hold or may hold  Claims or Equity  Interests  are
permanently enjoined,  from and after the Effective Date, from (a) commencing or
continuing in any manner any action or other  proceeding of any kind on any such
Claim or Equity  Interest  against the Debtor or Reorganized  Fine Host, (b) the
enforcement,  attachment,  collection  or recovery by any manner or means of any
judgment,  award,  decree or order against the Debtor or Reorganized  Fine Host,
(c) creating,  perfecting,  or enforcing any encumbrance of any kind against the
Debtor or Reorganized Fine Host or against the property or interests in property
of the Debtor or  Reorganized  Fine Host, and (d) asserting any right of setoff,
subrogation or recoupment of any kind against any obligation due from the Debtor
or Reorganized Fine Host or against the property or interests in property of the
Debtor or  Reorganized  Fine  Host,  with  respect  to any such  Claim or Equity
Interest;  provided, however, that such injunction shall not preclude the United
States of America of any of its police or  regulatory  agencies  from  enforcing
their police or regulatory  powers;  and,  provided,  further,  that,  except in
connection with a properly filed proof of claim, the foregoing  proviso does not
permit the United States of America or any of its police or regulatory  agencies
from obtaining any monetary  recovery from Fine Host or Reorganized Fine Host or
their  respective  property or  interests  in property  with respect to any such
Claim or Equity Interest,  including,  without limitation, any monetary claim or
penalty in furtherance of a police or regulatory  power. The Confirmation  Order
shall contain an injunctive provision similar to this Section 19.4.

19.5 Term of Existing  Injunctions  or Stays:  Unless  otherwise  provided,  all
injunctions  or stays  provided for in the Chapter 11 Case  pursuant to sections
105 or 362 of  the  Bankruptcy  Code,  or  otherwise,  and in  existence  on the
Confirmation  Date,  shall remain in full force and effect  until the  Effective
Date.

19.6 Limited Release of Directors,  Officers and Employees:  As of the Effective
Date,  the Debtor  shall be deemed to have waived and  released  its present and
former  directors,   officers,  employees,   consultants  and  agents  who  were
directors, officers, employees, consultants or agents, respectively, at any time
during the Chapter 11 Case and on or before the Petition Date,  from any and all
claims of the Debtor, including, without limitation,  claims which the Debtor or
Debtor in Possession  otherwise has legal power to assert,  compromise or settle
in  connection  with the Chapter 11 Case,  arising on or prior to the  Effective
Date;  provided,  however,  that this provision shall not operate as a waiver or
release of any claim (i) with respect to any loan, advance or similar payment by
the Debtor to any such person,  (ii) with respect to any contractual  obligation
owed by such person to the Debtor,  (iii)  relating  to such  person's  fraud or
gross  negligence,  (iv) to the extent based upon or attributable to such person
gaining in fact a personal profit to which such person was not legally entitled,
including, without limitation,  profits made from the purchase or sale of equity
securities of the Debtor which are recoverable by the Debtor pursuant to section
16(b) of the  Securities  Exchange Act of 1934,  as amended,  or (v) relating to
such person's  breach of fiduciary  duty,  other than those claims against which
such  directors,  officers and employees were or are protected by the provisions
of the (a) Restated By-Laws of Fine Host Corporation,  (b) Restated  Certificate
of Incorporation of Fine Host Corporation or (c) applicable law.

19.7  Exculpation:  Neither the Debtor,  Reorganized  Fine Host,  the Litigation
Trustee,  the Litigation  Trustee Board, the Ad Hoc Committee,  the Subordinated
Notes  Trustee,  nor any of their  respective  directors,  officers,  employees,
members, attorneys,  consultants, advisors and agents (acting in such capacity),
shall have or incur any  liability to any Entity for any act taken or omitted to
be  taken  in  the  formulation,  preparation,  dissemination,   implementation,
confirmation or approval of the Plan, the Disclosure  Statement  related thereto
or any contract, instrument, release or other agreement or document provided for
or  contemplated in connection with the  consummation  of the  transactions  set
forth in the Plan;  provided,  however,  that the  foregoing  provisions of this
Section 19.7 shall not affect the liability of any Entity that  otherwise  would
result  from any such act or omission to the extent that such act or omission is
determined  in a Final  Order  to have  constituted  gross  negligence,  willful
misconduct  or breach of fiduciary  duty.  Any of the  foregoing  parties in all
respects  shall be entitled to rely upon the advice of counsel  with  respect to
their duties and responsibilities under the Plan.

19.8  Injunction:  Except as provided in the Plan, as of the Effective Date, all
non-Debtor  entities are  permanently  enjoined from commencing or continuing in
any manner, any action or proceeding, whether directly, derivatively, on account
of or  respecting  any  claim,  debt,  right or cause of action of the Debtor or
Reorganized Fine Host which the Debtor or Reorganized Fine Host, as the case may
be,  retain sole and exclusive  authority to pursue in  accordance  with Section
11.1 of the Plan or which has been released pursuant to the Plan.

Article XX

                            RETENTION OF JURISDICTION

20.1  Retention  of  Jurisdiction:  The  Bankruptcy  Court shall retain and have
exclusive  jurisdiction  over any matter (a) arising under the Bankruptcy  Code,
(b)  arising  in or  related  to the  Chapter  11 Case or the Plan,  or (c) that
relates to the following:

(a) to resolve any matters related to the assumption,  assumption and assignment
or rejection of any executory contract or unexpired lease to which the Debtor is
a party or with respect to which the Debtor may be liable and to hear, determine
and, if necessary,  liquidate,  any Claims arising  therefrom,  including  those
matters  related to the amendment after the Effective Date of the Plan (pursuant
to Section 21.1 of the Plan), to add any executory contracts or unexpired leases
to the list of executory contracts and unexpired leases to be rejected;

(b) to enter such orders as may be  necessary  or  appropriate  to  implement or
consummate the provisions of the Plan and all contracts, instruments,  releases,
and other agreements or documents created in connection with the Plan;

(c) to determine any and all motions,  adversary  proceedings,  applications and
contested or  litigated  matters  that may be pending on the  Effective  Date or
that, pursuant to the Plan, may be instituted by Reorganized Fine Host after the
Effective Date;

(d) to ensure that distributions to holders of Allowed Claims and Allowed Equity
Interests are accomplished as provided herein;

(e) to hear and determine any timely objections to Administrative Expense Claims
or to proofs of Claim and  Equity  Interests  filed,  both  before and after the
Confirmation  Date,  including any objections to the classification of any Claim
or Equity Interest,  and to allow,  disallow,  determine,  liquidate,  classify,
estimate or  establish  the  priority of or secured or  unsecured  status of any
Claim, in whole or in part;

(f) to enter and implement  such orders as may be  appropriate  in the event the
Confirmation  Order is for any reason  stayed,  revoked,  modified,  reversed or
vacated;

(g) to issue  such  orders  in aide of  execution  of the  Plan,  to the  extent
authorized  by  section  1142  of  the  Bankruptcy  Code,   including,   without
limitation, any order in accordance with Section 16.12 hereof;

(h) to consider any  modifications  of the Plan, to cure any defect or omission,
or reconcile any inconsistency in any order of the Bankruptcy  Court,  including
the Confirmation Order;

(i) to hear and  determine  all  applications  for  awards of  compensation  for
services  rendered and reimbursement of expenses incurred prior to the Effective
Date;

(j) to hear and determine disputes arising in connection with or relating to the
Plan or the  interpretation,  implementation,  or enforcement of the Plan or the
extent of any Entity's obligations incurred in connection with or released under
the Plan;

(k) to issue  injunctions,  enter and implement  other orders or take such other
actions as may be  necessary  or  appropriate  to restrain  interference  by any
Entity with consummation or enforcement of the Plan;

(l) to  determine  any other  matters that may arise in  connection  with or are
related to the Plan, the Disclosure  Statement,  the  Confirmation  Order or any
contract,  instrument,  release  or  other  agreement  or  document  created  in
connection with the Plan or the Disclosure Statement;

(m) to hear and determine matters  concerning state,  local and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

(n) to hear any other matter or for any purpose  specified  in the  Confirmation
Order that is not inconsistent with the Bankruptcy Code; and

(o) to enter a final decree closing the Chapter 11 Case.

Article XXI

               MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

21.1  Modification of Plan: Fine Host reserves the right, in accordance with the
Bankruptcy  Code and the  Bankruptcy  Rules,  to amend or modify the Plan at any
time  prior to the  entry of the  Confirmation  Order.  After  the  entry of the
Confirmation  Order, Fine Host may, upon order of the Bankruptcy Court, amend or
modify the Plan, in accordance with section  1127(b) of the Bankruptcy  Code, or
remedy any defect or omission or reconcile any inconsistency in the Plan in such
manner as may be  necessary  to carry out the purpose and intent of the Plan.  A
holder of a Claim or Equity  Interest that has accepted the Plan shall be deemed
to have  accepted  the Plan as modified if the  proposed  modification  does not
materially and adversely change the treatment of the Claim or Equity Interest of
such holder.

21.2     Revocation or Withdrawal:

(a) The Plan may be revoked or withdrawn prior to the Confirmation  Date by Fine
Host.

(b) If the Plan is revoked or withdrawn prior to the Confirmation Date, then the
Plan shall be deemed null and void.  In such  event,  nothing  contained  herein
shall be deemed to constitute a waiver or release of any claims by the Debtor or
any other  Entity or to  prejudice in any manner the rights of the Debtor or any
other Entity in any further proceedings involving the Debtor.

Article XXII

                     PROVISIONS FOR MANAGEMENT AND FINANCING

22.1 Directors: As of the Effective Date, the directors of Reorganized Fine Host
shall be such Persons as the Ad Hoc Committee shall designate on or prior to the
Confirmation  Date.  Thereafter,  the  terms  and  manner  of  selection  of the
directors  of  Reorganized  Fine Host shall be as  provided  in the  Amended and
Restated  Certificate of  Incorporation of Reorganized Fine Host and the Amended
Bylaws of Reorganized Fine Host, as the same may be amended.

22.2 Employment  Contracts:  On or before the Effective Date,  Reorganized  Fine
Host shall enter into  employment  contracts with those  individuals  having the
principal term set forth in Exhibit "A" hereto,  and upon such terms as to which
the  Debtor  and  the Ad Hoc  Committee  (or,  after  the  Effective  Date,  the
Reorganized  Fine Host Board of  Directors)  may  agree.  Such  contracts  shall
automatically become effective on the Effective Date.

22.3 Reorganized Fine Host Stock Options: On the Effective Date, the Reorganized
Fine Host Senior  Managers set forth on Exhibit "A" hereto  shall  automatically
receive  Management  Options to purchase eight percent (8%) of Reorganized  Fine
Host Common Stock (on a  fully-diluted  basis)  having the  principal  terms set
forth on Exhibit  "A"  hereto.  On the  Effective  Date,  Management  Options to
purchase  five  percent  (5%) of  Reorganized  Fine Host  Common  Stock shall be
reserved for future grants by the Reorganized Fine Host Board of Directors.  The
definitive  documentation  for the  Management  Options will be set forth in the
Plan Supplement.

22.4 Reorganized Fine Host Credit  Agreement:  On the Effective Date, and solely
to  the  extent  determined  by  the  Debtor  to be in  the  best  interests  of
Reorganized Fine Host,  Reorganized Fine Host shall be authorized to execute and
deliver the Reorganized Fine Host Credit Agreement, without any further order of
the Bankruptcy Court.

Article XXIII

      ARTICLES OF INCORPORATION AND BY-LAWS OF THE DEBTOR; CORPORATE ACTION

23.1  Amendment  of Articles  of  Incorporation  and  By-Laws:  The  articles of
incorporation  and  by-laws of the Debtor  shall be amended as of the  Effective
Date to read substantially as set forth in the Amended and Restated  Certificate
of Incorporation of Reorganized Fine Host and Amended Bylaws of Reorganized Fine
Host.

23.2 Corporate  Action:  On the Effective  Date, the adoption of the Amended and
Restated  Certificate  of  Incorporation  of  Reorganized  Fine Host and Amended
Bylaws  of  Reorganized  Fine  Host  shall be  authorized  and  approved  in all
respects,  in each case without further action under applicable law, regulation,
order, or rule, including, without limitation, any action by the stockholders of
the Debtor or Reorganized  Fine Host. On the Effective Date, the cancellation of
all Fine Host Equity Interests, the issuance of the Reorganized Fine Host Common
Stock, the issuance of the New Warrants,  the approval and  effectiveness of the
Management Options,  employment agreements,  severance,  and other benefits, and
other matters  provided  under the Plan  involving  the  corporate  structure of
Reorganized  Fine Host or  corporate  action by  Reorganized  Fine Host shall be
deemed to have occurred,  be  authorized,  and shall be in effect from and after
the  Effective  Date without  requiring  further  action under  applicable  law,
regulation,  order, or rule,  including,  without limitation,  any action by the
stockholders of the Debtor or Reorganized Fine Host.

Article XXIV

                            MISCELLANEOUS PROVISIONS

24.1 Payment of  Statutory  Fees:  All fees payable  pursuant to section 1930 of
title 28 of the United States Code, as determined by the Bankruptcy Court at the
Confirmation Hearing, shall be paid on the Effective Date.

24.2 Retiree  Benefits:  From and after the Effective Date,  pursuant to section
1129(a)(13) of the Bankruptcy Code,  Reorganized Fine Host shall continue to pay
all  retiree  benefits  (within the  meaning of section  1114 of the  Bankruptcy
Code), at the level  established in accordance with subsection  (e)(1)(B) or (g)
of section 1114 of the  Bankruptcy  Code, at any time prior to the  Confirmation
Date,  and for the duration of the period  during which the Debtor has obligated
itself to provide such benefits.

24.3 Post-Effective  Date Fees and Expenses:  From and after the Effective Date,
Reorganized  Fine Host shall, in the ordinary course of business and without the
necessity  for  any  approval  by  the  Bankruptcy  Court,  pay  the  reasonable
professional  fees and  expenses  incurred by  Reorganized  Fine Host related to
implementation and consummation of the Plan.

24.4 Severability:  If, prior to the Confirmation Date, any term or provision of
the Plan is held by the Bankruptcy Court to be invalid,  void or  unenforceable,
the Bankruptcy  Court shall,  with the consent of the Debtor,  have the power to
alter and interpret  such term or provision to make it valid or  enforceable  to
the maximum extent practicable, consistent with the original purpose of the term
or  provision  held to be  invalid,  void or  unenforceable,  and  such  term or
provision  shall then be applicable as altered or  interpreted.  Notwithstanding
any such holding,  alteration or interpretation,  the remainder of the terms and
provisions of the Plan shall remain in full force and effect and shall in no way
be  affected,   impaired  or   invalidated   by  such  holding,   alteration  or
interpretation. The Confirmation Order shall constitute a judicial determination
and shall  provide that each term and provision of the Plan, as it may have been
altered  or  interpreted  in  accordance  with  the  foregoing,   is  valid  and
enforceable pursuant to its terms.

24.5  Governing  Law:  Except to the extent  that the  Bankruptcy  Code or other
federal law is  applicable,  or to the extent that an Exhibit hereto or document
contained in the Plan  Supplement  provides  otherwise,  the rights,  duties and
obligations  arising  under this Plan shall be governed  by, and  construed  and
enforced  in  accordance  with,  the  Bankruptcy  Code and,  to the  extent  not
inconsistent therewith, the laws of the State of Delaware, without giving effect
to principles of conflicts of laws.

24.6  Notices:  All  notices,  requests,  and  demands  to or upon the Debtor or
Reorganized  Fine  Host  to be  effective  shall  be in  writing,  including  by
facsimile  transmission,  and, unless otherwise expressly provided herein, shall
be deemed to have been duly  given or made when  actually  delivered  or, in the
case of notice by  facsimile  transmission,  when  received  and  telephonically
confirmed, addressed as follows:

                           Fine Host Corporation
                           3 Greenwich Office Park
                           Greenwich, CT  06831
                           Attention:   General Counsel
                           Telecopier:  (203) 629-5089
                           Telephonic Confirmation:  (203) 629-4320

                           With a copy to:



<PAGE>


                           Weil, Gotshal & Manges LLP
                           767 Fifth Avenue
                           New York, New York  10153
                           Attention:   Stephen Karotkin, Esq.
                                        Brian S. Rosen, Esq.
                           Telecopier:  (212) 310-8007
                           Telephonic Confirmation:  (212) 310-8888

                                        -and-

                           Richards, Layton & Finger, P.A.
                           One Rodney Square
                           Wilmington, Delaware  19899
                           Attention:   Thomas L. Ambro, Esq.
                                        Mark D. Collins, Esq.
                           Telecopier:  (302) 658-6548
                           Telephonic Confirmation:  (302) 658-6541

                                        -and-

                           c/o Kasowitz, Benson, Torres & Friedman LLP
                           1301 Avenue of the Americas
                           New York, New York  10019
                           Attention:  David M. Friedman, Esq.
                           Telecopier:  (212) 506-1800
                           Telephonic Confirmation:  (212) 506-1740

24.7  Closing  of Case:  Reorganized  Fine Host  shall,  promptly  upon the full
administration  of the  Chapter  11 Case,  file  with the  Bankruptcy  Court all
documents  required  by  Bankruptcy  Rule 3022 and any  applicable  order of the
Bankruptcy Court.

24.8  Section  Headings:  The section  headings  contained  in this Plan are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of the Plan.

24.9  Exemption  from  Transfer  Taxes:  Pursuant  to  section  1146(c)  of  the
Bankruptcy  Code,  the  issuance,  transfer  or  exchange  of  notes  or  equity
securities under the Plan, the creation of any mortgage, deed of trust, or other
security  interest,  the making or assignment  of any lease or sublease,  or the
making  or  delivery  of any deed or other  instrument  of  transfer  under,  in
furtherance  of, or in  connection  with the Plan,  shall not be  subject to any
stamp, real estate transfer, mortgage recording or other similar tax.

24.10 Effectuating  Documents and Further Transactions:  Each of the officers of
the Debtor and  Reorganized  Fine Host is authorized,  in accordance with his or
her  authority  under the  resolutions  of the Board of  Directors,  to execute,
deliver, file, or record such contracts, instruments,  releases, indentures, and
other  agreements  or  documents  and take such  actions as may be  necessary or
appropriate to effectuate  and further  evidence the terms and conditions of the
Plan.

Dated:   Greenwich, Connecticut
         March 17, 1999
                                                     FINE HOST CORPORATION


                                       By:               /s/ William D. Forrest 
                                                        -----------------------
                                                    Name:    William D. Forrest
                                                    Title:   President and Chief
                                                             Executive Officer

<PAGE>


                          EXHIBIT A - Management Issues



A.   List of Reorganized Fine Host Senior Managers - Such individuals who may be
     designated by the Debtor on or prior to the Confirmation Date.

B.       The Management Options shall vest in four (4) tranches on each of the
     Effective Date and the first three
     (3) anniversaries thereof, as follows:

                  Effective Date -                            3 1/3 %
                  First Anniversary -                         3 1/3 %
                  Second Anniversary -                        3 1/3 %
                  Third Anniversary -                         3 %

C.   The Management Options shall be exercisable for a period of seven (7) years
     from the date of vesting for each and carry a strike price equal to (a) for
     the first tranche,  Ten Dollars ($10.00) per share of Reorganized Fine Host
     Common Stock, (b) for the second tranche, Eleven Dollars ($11.00) per share
     of Reorganized  Fine Host Common Stock,  (c) for the third tranche,  Twelve
     Dollars  ($12.00) per share of Reorganized  Fine Host Common Stock, and (d)
     for the fourth tranche,  Thirteen Dollars ($13.00) per share of Reorganized
     Fine Host Common Stock.

D.     Notwithstanding the provisions of the Plan and paragraphs B and C above,
(i) Management  Options to purchase up to eight percent (8%) of Reorganized Fine
Host  Common  Stock shall be  distributed  to the  Reorganized  Fine Host Senior
Managers set forth above on the Effective  Date and  allocated  prior thereto in
accordance  with the sole  and  absolute  discretion  of the  Debtor's  Board of
Directors  and (ii)  Management  Options to purchase up to five  percent (5%) of
Reorganized Fine Host Common Stock shall be reserved for future distribution to,
among others,  Reorganized Fine Host's President and Chief Executive Officer and
be granted and allocated in the sole and absolute discretion of Reorganized Fine
Host's  Board of  Directors.  Notwithstanding  the timing of  distribution,  the
Management  Options to be  distributed  by the Debtor's  Board of Directors  and
Reorganized Fine Host's Board of Directors, respectively, shall be allocated, on
a pro rata basis, across each of the four (4) tranches set forth above.



<PAGE>


                            EXHIBIT B - new warrants

A.       Warrants to purchase up to 1,000,000  shares of  Reorganized  Fine Host
         Common  Stock,  subject to  dilution  for the  Management  Options  and
         post-Effective Date chief executive officer compensation.

B.       The New  Warrants  shall be  exercisable  for a period of two (2) years
         from  the  Effective  Date,  at an  exercise  price  equal  to (a)  the
         outstanding  principal amount of the Subordinated  Notes (together with
         all  accrued and unpaid  interest  relating to the period up to but not
         including  the Petition  Date) minus the  aggregate  amount of Creditor
         Cash  distributed to the holders of Allowed  Subordinated  Note Claims,
         divided by (b) the  number of shares of  Reorganized  Fine Host  Common
         Stock issued on the Effective Date pursuant to the Plan.



<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                                

                                       vii

                                TABLE OF CONTENTS

                                                                                
<TABLE>
<CAPTION>
                                                                                                               Page
                                        i
<S>     <C>      <C>                                                                                          <C>    

Article I             DEFINITIONS................................................................................1

         1.1      Acquisition Debt Claim.........................................................................1

         1.2      Ad Hoc Committee...............................................................................1

         1.3      Administrative Expense Claim...................................................................1

         1.4      Affiliate......................................................................................1

         1.5      Allowed Administrative Expense Claim...........................................................1

         1.6      Allowed Claim/Allowed Equity Interest..........................................................1

         1.7      Allowed Debenture Rescission Claim.............................................................1

         1.8      Allowed Fine Host Equity Interest..............................................................2

         1.9      Allowed General Unsecured Claim................................................................2

         1.10     Allowed Priority Non-Tax Claim.................................................................2

         1.11     Allowed Priority Tax Claim.....................................................................2

         1.12     Allowed Secured Claim..........................................................................2

         1.13     Allowed Statutorily Subordinated Claim.........................................................2

         1.14     Allowed Subordinated Note Claim................................................................2

         1.15     Allowed Unsecured Claim........................................................................2

         1.16     Amended Bylaws of Reorganized Fine Host........................................................2

         1.17     Amended and Restated Certificate of Incorporation of Reorganized Fine Host.....................2

         1.18     Available Cash.................................................................................2

         1.19     Bankruptcy Code................................................................................2

         1.20     Bankruptcy Court...............................................................................2

         1.21     Bankruptcy Rules...............................................................................2

         1.22     Business Day...................................................................................2

         1.23     Cash...........................................................................................3

         1.24     Cash Equivalents...............................................................................3

         1.25     Chapter 11 Case................................................................................3

         1.26     Claim..........................................................................................3

         1.27     Class..........................................................................................3

         1.28     Class Action...................................................................................3

         1.29     Collateral.....................................................................................3

         1.30     Confirmation Hearing...........................................................................3

         1.31     Confirmation Date..............................................................................3

         1.32     Confirmation Order.............................................................................3

         1.33     Creditor.......................................................................................3

         1.34     Creditor Cash..................................................................................3

         1.35     Debtor.........................................................................................3

         1.36     Debtor in Possession...........................................................................3

         1.37     Debenture Rescission Claim.....................................................................4

         1.38     Disclosure Statement...........................................................................4

         1.39     Disputed Claim; Disputed Equity Interest.......................................................4

         1.40     Disputed Claim Amount..........................................................................4

         1.41     Effective Date.................................................................................4

         1.42     Entity.........................................................................................4

         1.43     Equity Interest................................................................................4

         1.44     Equity Interest Percentage.....................................................................4

         1.45     Final Distribution Date........................................................................4

         1.46     Final Order....................................................................................4

         1.47     Fine Host Equity Interest......................................................................5

         1.48     General Unsecured Claim........................................................................5

         1.49     Initial Distribution Date......................................................................5

         1.50     IRC............................................................................................5

         1.51     IRS............................................................................................5

         1.52     Lien...........................................................................................5

         1.53     Litigation Trust...............................................................................5

         1.54     Litigation Trustee.............................................................................5

         1.55     Litigation Trust Agreement.....................................................................5

         1.56     Litigation Trust Board.........................................................................5

         1.57     Litigation Trust Claims........................................................................5

         1.58     Litigation Trust Interests.....................................................................5

         1.59     Management Options.............................................................................5

         1.60     New Securities.................................................................................5

         1.61     New Warrants...................................................................................5

         1.62     New Warrant Agreement..........................................................................6

         1.63     Person.........................................................................................6

         1.64     Petition Date..................................................................................6

         1.65     Plan...........................................................................................6

         1.66     Plan Supplement................................................................................6

         1.67     Priority Non-Tax Claim.........................................................................6

         1.68     Priority Tax Claim.............................................................................6

         1.69     Pro Rata Share.................................................................................6

         1.70     Record Date....................................................................................6

         1.71     Reorganized Fine Host..........................................................................6

         1.72     Reorganized Fine Host Common Stock.............................................................6

         1.73     Reorganized Fine Host Credit Agreement.........................................................6

         1.74     Reorganized Fine Host Lender...................................................................7

         1.75     Reorganized Fine Host Senior Managers..........................................................7

         1.76     Schedules......................................................................................7

         1.77     Secured Claim..................................................................................7

         1.78     Securities Act.................................................................................7

         1.79     Statutorily Subordinated Claim Percentage......................................................7

         1.80     Statutorily Subordinated Claims................................................................7

         1.81     Stock Option...................................................................................7

         1.82     Stock Option Plans.............................................................................7

         1.83     Subordinated Note Claim........................................................................7

         1.84     Subordinated Notes.............................................................................7

         1.85     Subordinated Notes Indenture...................................................................7

         1.86     Subordinated Notes Trustee.....................................................................7

         1.87     Unsecured Claim................................................................................7

         1.88     Other Definitions..............................................................................8

Article II            PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS............8

         2.1      Administrative Expense Claims..................................................................8

         2.2      Compensation and Reimbursement Claims..........................................................8

         2.3      Payment of Priority Tax Claims.................................................................8

Article III           CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS..............................................8

Article IV            PROVISIONS FOR TREATMENT OF PRIORITY NON-TAX CLAIMS (CLASS1)...............................9

         4.1      Treatment of Allowed Priority Non-Tax Claims...................................................9

Article V             PROVISIONS FOR TREATMENT OF SECURED CLAIMS (CLASS 2).......................................9

         5.1      Treatment of Secured Claims....................................................................9

Article VI            PROVISIONS FOR ALLOWANCE AND TREATMENT OF SUBORDINATED NOTE CLAIMS (CLASS 3)...............9

         6.1      Allowance of Subordinated Note Claims..........................................................9

         6.2      Treatment of Subordinated Note Claims..........................................................9

         6.3      Cancellation of Subordinated Notes.............................................................9

         6.4      Record Date for Subordinated Notes.............................................................9

         6.5      Unclaimed Distributions.......................................................................10

         6.6      Compensation of the Subordinated Notes Trustee................................................10

         6.7      Allocation of Distributions...................................................................10

         6.8      Change of Control Provision...................................................................10

Article VII           PROVISIONS FOR TREATMENT OF GENERAL UNSECURED CLAIMS (CLASS4).............................10

         7.1      Treatment of Allowed General Unsecured Claims.................................................10

Article VIII          PROVISIONS FOR TREATMENT OF DEBENTURE RESCISSION CLAIMS (CLASS5)..........................10

         8.1      Treatment of Allowed Debenture Rescission Claims..............................................10

         8.2      Limitation on Recovery........................................................................11

         8.3      Subordinated Note Claim Distributions.........................................................11

         8.4      No Distribution...............................................................................11

Article IX            PROVISIONS FOR TREATMENT OF STATUTORILY SUBORDINATED CLAIMS (CLASS 6A) AND EQUITY
                      INTERESTS (CLASS 6B)......................................................................11

         9.1      Cancellation of Existing Equity Interests.....................................................11

         9.2      Treatment of Allowed Statutorily Subordinated Claims (Class6A)................................11

         9.3      Treatment of Allowed Equity Interests (Class 6B)..............................................12

         9.4      No Distribution...............................................................................12

Article X             PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS UNDER THE PLAN................................12

         10.1     Objections to Claims; Prosecution of Disputed Claims..........................................12

         10.2     Estimation of Claims..........................................................................12

         10.3     Payments and Distributions on Disputed Claims and Disputed Equity Interests...................12

Article XI            RIGHTS OF ACTION..........................................................................13

         11.1     Rights of Action..............................................................................13

         11.2     Preference Actions............................................................................13



<PAGE>


Article XII           ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF
                      CLAIMS....................................................................................13

         12.1     Impaired Classes to Vote......................................................................13

         12.2     Acceptance by Class of Creditors..............................................................13

         12.3     Deemed Rejection by Class 6...................................................................13

         12.4     Cramdown......................................................................................13

Article XIII          IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN.......14

         13.1     Impaired and Unimpaired Classes...............................................................14

         13.2     Impaired Classes to Vote on Plan..............................................................14

         13.3     Controversy Concerning Impairment.............................................................14

Article XIV           PROVISIONS REGARDING DISTRIBUTIONS........................................................14

         14.1     Timeliness of Payments........................................................................14

         14.2     Distributions by Reorganized Fine Host........................................................14

         14.3     Manner of Payment under the Plan..............................................................14

         14.4     Fractional Securities.........................................................................14

         14.5     Delivery of Distributions.....................................................................14

         14.6     Undeliverable Distributions...................................................................15

         14.7     Compliance with Tax Requirements..............................................................15

         14.8     Time Bar to Cash Payments.....................................................................15

         14.9     Distributions After Effective Date............................................................15

         14.10    Set-Offs......................................................................................15

         14.11    Surrender and Cancellation of Instruments.....................................................15

         14.12    Termination of Subordination Rights and Settlement of Related Claims and Controversies........16

Article XV            COMMITTEES................................................................................16

         15.1     Creditors' Committee Composition and Term.....................................................16

         15.2     Ad Hoc Committee Term and Fees................................................................16

Article XVI           THE LITIGATION TRUST......................................................................17

         16.1     Establishment of the Trust....................................................................17

         16.2     Purpose of the Litigation Trust...............................................................17

         16.3     Funding Expenses of the Litigation Trust......................................................17

         16.4     Transfer of Assets............................................................................17

         16.5     Valuation of Assets...........................................................................17

         16.6     Liquidation of Assets; Responsibilities of Litigation Trustee.................................17

         16.7     Investment Powers.............................................................................18

         16.8     Annual Distribution; Withholding..............................................................18

         16.9     Reporting Duties..............................................................................18

         16.10    Trust Implementation..........................................................................19

         16.11    Registry of Beneficial Interests..............................................................19

         16.12    Termination...................................................................................19

         16.13    Net Litigation Trust Recovery/Affirmative Obligations.........................................20

         16.14    Escrow on Account of Disputed Claims and Disputed Equity Interests............................20

         16.15    Non-Transferability...........................................................................21

Article XVII          EXECUTORY CONTRACTS AND UNEXPIRED LEASES..................................................21

         17.1     Assumption of Executory Contracts and Unexpired Leases........................................21

         17.2     Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.........................21

         17.3     Rejection Damage Claims.......................................................................21

         17.4     Indemnification and Reimbursement Obligations.................................................21

         17.5     Compensation and Benefit Programs.............................................................22

Article XVIII         CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN........................................22

         18.1     Conditions Precedent to Effective Date of the Plan............................................22

         18.2     Waiver of Conditions Precedent................................................................22

Article XIX           EFFECT OF CONFIRMATION....................................................................22

         19.1     Reorganized Fine Host Authority...............................................................22

         19.2     Title to Assets; Discharge of Liabilities.....................................................23

         19.3     Discharge of Debtor...........................................................................23

         19.4     Injunction....................................................................................23

         19.5     Term of Existing Injunctions or Stays.........................................................23

         19.6     Limited Release of Directors, Officers and Employees..........................................23

         19.7     Exculpation...................................................................................23

         19.8     Injunction....................................................................................24

Article XX            RETENTION OF JURISDICTION.................................................................24

         20.1     Retention of Jurisdiction.....................................................................24

Article XXI           MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN.......................................25

         21.1     Modification of Plan..........................................................................25

         21.2     Revocation or Withdrawal......................................................................25



<PAGE>


Article XXII          PROVISIONS FOR MANAGEMENT AND FINANCING...................................................25

         22.1     Directors.....................................................................................25

         22.2     Employment Contracts..........................................................................26

         22.3     Reorganized Fine Host Stock Options...........................................................26

         22.4     Reorganized Fine Host Credit Agreement........................................................26

Article XXIII         ARTICLES OF INCORPORATION AND BY-LAWS OF THE DEBTOR; CORPORATE ACTION.....................26

         23.1     Amendment of Articles of Incorporation and By-Laws............................................26

         23.2     Corporate Action..............................................................................26

Article XXIV          MISCELLANEOUS PROVISIONS..................................................................26

         24.1     Payment of Statutory Fees.....................................................................26

         24.2     Retiree Benefits..............................................................................26

         24.3     Post-Effective Date Fees and Expenses.........................................................26

         24.4     Severability..................................................................................27

         24.5     Governing Law.................................................................................27

         24.6     Notices.......................................................................................27

         24.7     Closing of Case...............................................................................28

         24.8     Section Headings..............................................................................28

         24.9     Exemption from Transfer Taxes.................................................................28

         24.10    Effectuating Documents and Further Transactions...............................................28

EXHIBIT A - Management Issues....................................................................................1

EXHIBIT B - new warrants.........................................................................................2
</TABLE>

                                        1
I.

                                  INTRODUCTION

A.       General

     Fine Host  Corporation,  as debtor and debtor in possession ("Fine Host" or
the "Debtor"), submits this Second Amended Disclosure Statement, dated March 17,
1999 (the  "Disclosure  Statement"),  in  connection  with the  solicitation  of
acceptances   and  rejections  with  respect  to  the  Second  Amended  Plan  of
Reorganization for Debtor Pursuant to Chapter 11 of the United States Bankruptcy
Code,  dated March 17, 1999 (the "Plan"),  a copy of which is annexed  hereto as
Exhibit "A".  Unless  otherwise  defined herein,  capitalized  terms used herein
shall have the same meanings ascribed to them in the Plan.

     The purpose of this  Disclosure  Statement is to set forth  information (1)
regarding  the history of Fine Host,  its business and the Chapter 11 Case,  (2)
concerning the Plan and alternatives to the Plan, (3) advising Creditors and the
holders  of Equity  Interests  of their  rights  under the Plan,  (4)  assisting
Creditors in making an informed  judgment  regarding whether they should vote to
accept or reject the Plan, and (5) assisting the Bankruptcy Court in determining
whether the Plan  complies with the  provisions of Chapter 11 of the  Bankruptcy
Code and should be confirmed.

     By order,  dated March __, 1999 (the "Disclosure  Order"),  a copy of which
(without  exhibits)  is annexed  hereto as Exhibit  "B",  the  Bankruptcy  Court
approved this  Disclosure  Statement as  containing  "adequate  information"  in
accordance  with section 1125 of the Bankruptcy  Code, to enable a hypothetical,
reasonable  investor  typical of holders of Claims  against Fine Host to make an
informed judgment as to whether to accept or reject the Plan, and authorized its
use in  connection  with the  solicitation  of votes  with  respect to the Plan.
APPROVAL  OF  THIS  DISCLOSURE   STATEMENT  DOES  NOT,  HOWEVER,   CONSTITUTE  A
DETERMINATION  BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE PLAN.
No  solicitation  of  votes  may be made  except  pursuant  to  this  Disclosure
Statement  and  section  1125 of the  Bankruptcy  Code.  In  voting on the Plan,
Creditors  should  not rely on any  information  relating  to Fine  Host and its
business,  other than that contained in this Disclosure Statement,  the Plan and
all exhibits hereto and thereto.

     THIS  DISCLOSURE  STATEMENT IS NOT INTENDED TO REPLACE CAREFUL AND DETAILED
REVIEW AND ANALYSIS OF THE PLAN BY EACH HOLDER OF A CLAIM OR EQUITY INTEREST. IT
IS INTENDED TO AID AND SUPPLEMENT THAT REVIEW.  THE DESCRIPTION OF THE PLAN IS A
SUMMARY  ONLY.  CREDITORS,  HOLDERS  OF EQUITY  INTERESTS  AND OTHER  PARTIES IN
INTEREST ARE CAUTIONED TO REVIEW THE PLAN AND ANY RELATED ATTACHMENTS FOR A FULL
UNDERSTANDING OF THE PLAN'S PROVISIONS.  THIS DISCLOSURE  STATEMENT IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE PLAN.

     THIS  DISCLOSURE  STATEMENT  HAS NOT BEEN  APPROVED OR  DISAPPROVED  BY THE
SECURITIES  AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  UPON THE
ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

     Pursuant to the provisions of the Bankruptcy  Code,  only classes of claims
or equity  interests  which are (i) "impaired" by a plan of  reorganization  and
(ii) entitled to receive a  distribution  under such a plan are entitled to vote
on the plan.  Only  Classes 3 and 5 are  impaired  by and  entitled to receive a
distribution  under the Plan, and the holders of Claims in those Classes are the
only Entities entitled to vote to accept or reject the Plan. Class 6 is impaired
and is deemed to have rejected the Plan in  accordance  with section 1126 of the
Bankruptcy  Code.  Classes 1, 2 and 4 are unimpaired by the Plan and the holders
thereof are conclusively presumed to have accepted the Plan.

     HOLDERS OF CLAIMS IN CLASS 5 WILL NOT  RECEIVE ANY  DISTRIBUTION  UNDER THE
PLAN  UNLESS THE  REQUISITE  MAJORITIES  OF HOLDERS OF CLAIMS IN CLASS 3 VOTE TO
ACCEPT THE PLAN.  HOLDERS OF CLAIMS  AND  EQUITY  INTERESTS  IN CLASS 6 WILL NOT
RECEIVE ANY  DISTRIBUTION  UNDER THE PLAN  UNLESS THE  REQUISITE  MAJORITIES  OF
HOLDERS OF CLAIMS IN BOTH CLASS 3 AND CLASS 5 VOTE TO ACCEPT THE PLAN.

     THE RECORD DATE FOR  DETERMINING  THE HOLDERS OF CERTAIN  CLAIMS AND EQUITY
INTERESTS  THAT MAY  VOTE ON THE PLAN IS MARCH  17,  1999  (the  "Voting  Record
Date").
                  In certain instances,  accompanying this Disclosure  Statement
are a ballot ("Ballot") for casting your vote(s) on the Plan and a pre-addressed
envelope for the return of the Ballot.  BALLOTS FOR  ACCEPTANCE  OR REJECTION OF
THE PLAN ARE BEING PROVIDED ONLY TO HOLDERS OF CLAIMS IN CLASSES 3 AND 5 BECAUSE
THEY ARE THE ONLY  HOLDERS OF CLAIMS THAT MAY VOTE TO ACCEPT OR REJECT THE PLAN.
If you are the  holder  of a Claim  in  Classes  3 and 5 and did not  receive  a
Ballot,  received a damaged or illegible  Ballot, or lost your Ballot, or if you
are a party in  interest  and  have  any  questions  concerning  the  Disclosure
Statement,  any of the Exhibits  hereto,  the Plan or the voting  procedures  in
respect thereof, please call:

                           Weil, Gotshal & Manges LLP
                           767 Fifth Avenue
                           New York, New York  10153
                           Attention:  Ms. Kathleen Lee

                  The  terms of the Plan have been  developed  in the  course of
negotiations with an informal committee of Holders of Fine Host's 5% Convertible
Subordinated  Notes due 2004 (the "Ad Hoc  Committee").  See Section V.A. below,
"The Plan of Reorganization -- Introduction."  The Ad Hoc Committee  consists of
Angelo,  Gordon & Co. LLP, Salomon  Brothers Asset  Management,  Inc.,  Franklin
Mutual Advisers, Inc., Oaktree Capital Management and Bear, Stearns & Co., Inc.,
which entities  collectively hold or manage  approximately $161 million, or 92%,
of the $175  million in total  principal  amount  outstanding  of Fine Host's 5%
Convertible  Subordinated  Notes due 2004 (the  "Subordinated  Notes")  and have
agreed  to vote or use  reasonable  best  efforts  to  cause  to be  voted  such
Subordinated Notes to accept the Plan.

                  THE BOARD OF DIRECTORS OF FINE HOST HAS  UNANIMOUSLY  APPROVED
THE TERMS OF THE PLAN AND RECOMMENDS THAT THE HOLDERS OF CLAIMS IN ALL SOLICITED
CLASSES VOTE TO ACCEPT THE PLAN.

                  THE MEMBERS OF THE AD HOC COMMITTEE HAVE UNANIMOUSLY  APPROVED
THE PLAN AND HAVE AGREED TO VOTE TO ACCEPT THE PLAN AND RECOMMEND THAT THE OTHER
HOLDERS OF SUBORDINATED NOTES VOTE TO ACCEPT THE PLAN.

                  After carefully  reviewing this  Disclosure  Statement and the
Exhibits attached hereto,  please indicate your vote with respect to the Plan on
the enclosed Ballot and return it in the envelope  provided.  Voting  procedures
and  requirements  are explained in greater detail  elsewhere in this Disclosure
Statement.
PLEASE VOTE AND RETURN YOUR BALLOT TO:

                           PricewaterhouseCoopers LLP
                           P.O. Box 958, Times Square Station
                           New York, New York  10108

IN ORDER TO BE COUNTED,  BALLOTS  MUST BE  RECEIVED BY 5:00 P.M.  (NEW YORK CITY
TIME) ON MAY 7, 1999. ANY EXECUTED  BALLOTS WHICH ARE TIMELY  RECEIVED BUT WHICH
DO NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN SHALL BE DEEMED TO
CONSTITUTE AN ACCEPTANCE OF THE PLAN.

                  Fine Host believes that prompt confirmation and implementation
of the Plan is in the best  interests of Fine Host, all Creditors and holders of
Equity Interests and Fine Host's chapter 11 estate.

                  In accordance  with the  Disclosure  Order and section 1128 of
the Bankruptcy  Code, the Bankruptcy  Court has fixed May 18, 1999, at 9:30 a.m.
(New York City Time), in the United States Court House,  Sixth Floor,  Courtroom
of Chief Bankruptcy  Judge Peter J. Walsh, 824 North Market Street,  Wilmington,
Delaware  19801,  as the  date,  time  and  place  of the  hearing  to  consider
confirmation  of the  Plan,  and  May 7,  1999,  as the  last  date  for  filing
objections to  confirmation of the Plan. The hearing on confirmation of the Plan
may be  adjourned  from  time to time  without  further  notice  except  for the
announcement  of the adjourned date and time at the hearing on  confirmation  or
any adjournment thereof.

                  THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE
AS OF THE DATE HEREOF UNLESS  OTHERWISE  SPECIFIED  HEREIN,  AND THE DELIVERY OF
THIS  DISCLOSURE  STATEMENT  DOES NOT IMPLY THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN SINCE SUCH DATE. THIS DISCLOSURE STATEMENT HAS BEEN
PREPARED  BY FINE  HOST.  HOLDERS  OF CLAIMS  ENTITLED  TO VOTE  SHOULD  READ IT
CAREFULLY AND IN ITS ENTIRETY,  AND WHERE POSSIBLE,  CONSULT WITH COUNSEL, PRIOR
TO VOTING ON THE PLAN.

                  THIS  DISCLOSURE  STATEMENT  SUMMARIZES THE TERMS OF THE PLAN,
WHICH  SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
PLAN,  AND IF ANY  INCONSISTENCY  EXISTS BETWEEN THE TERMS AND PROVISIONS OF THE
PLAN AND THIS  DISCLOSURE  STATEMENT,  THE TERMS AND  PROVISIONS OF THE PLAN ARE
CONTROLLING.  CERTAIN OF THE STATEMENTS  CONTAINED IN THIS DISCLOSURE  STATEMENT
ARE FORWARD LOOKING PROJECTIONS AND FORECASTS,  BASED UPON CERTAIN ESTIMATES AND
ASSUMPTIONS.  THERE CAN BE NO ASSURANCE THAT SUCH  STATEMENTS WILL BE REFLECTIVE
OF  ACTUAL  OUTCOMES.1  ALL  HOLDERS  OF CLAIMS  ENTITLED  TO VOTE  SHOULD  READ
CAREFULLY AND CONSIDER FULLY ARTICLE VI BELOW,  ENTITLED  "CERTAIN FACTORS TO BE
CONSIDERED," BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

II.

                                                 OVERVIEW OF PLAN

                  The following is a brief  overview of the material  provisions
of the Plan and is  qualified  in its  entirety by reference to the full text of
the Plan.  For a more detailed  description  of the terms and  provisions of the
Plan,  see Article V below,  The Plan of  Reorganization.  The Plan is a plan of
reorganization  for Fine Host and not for any of its Subsidiaries or affiliates.
The Plan represents the product of negotiations between Fine Host and the Ad Hoc
Committee and is supported by the members of the Ad Hoc Committee.

                  The  Plan  will  pay in full or  reinstate  approximately  $11
million  of  General  Unsecured  Claims,2   distribute  the  Creditor  Cash  and
approximately   96%  of  Reorganized  Fine  Host  Common  Stock  to  holders  of
Subordinated  Note  Claims and  distribute,  inter alia,  Reorganized  Fine Host
Common  Stock and New  Warrants to  purchase  shares of such stock to holders of
certain  litigation  Claims and holders or deemed  holders of Equity  Interests.
PURSUANT TO THE PLAN, ALL EXISTING EQUITY  INTERESTS IN FINE HOST (INCLUDING ALL
ISSUED AND  OUTSTANDING  COMMON  STOCK OF FINE HOST)  WILL BE  EXTINGUISHED  AND
CANCELLED.

     Specifically,   Reorganized   Fine  Host  will  distribute  the  shares  of
Reorganized Fine Host Common Stock and New Warrants as follows:
                                       3
<TABLE>
<CAPTION>

                                                                  Percent of                New Warrants
                                                                 Outstanding                 to Purchase
                                                               Reorganized Fine           Reorganized Fine
                                                              Host Common Stock              Host Common
                                                                    to be                   Stock in the
Class of Claims or Equity Interests                          Distributed to Class        Following Percents
<S>                                           <C>                      <C>                       <C>    
Subordinated Note Claims                       (Class 3)                96%                         0%
Debenture Rescission Claims                    (Class 5)                 3%                       7.5%
Statutorily Subordinated Claims/               (Class 6)                 1%                       2.5%
Equity Interests
</TABLE>

The Plan also  provides for the  distribution  to holders of Allowed  Claims and
Allowed  Equity  Interests in Class 5 and Class 6 of  beneficial  interests in a
Litigation Trust to be established pursuant to the Plan.

                  No  distributions  will be made to  Class 5 under  the Plan if
Class 3 does not accept the Plan. No distributions will be made to Class 6 under
the Plan if either Class 3 or Class 5 does not accept the Plan.

                  For a discussion  of the  projected  financial  statements  of
Reorganized Fine Host, see Article IX below, Projections.

                  The Plan  provides  for the  classification  and  treatment of
Claims against and Equity  Interests in Fine Host. The Plan  designates five (5)
Classes  of Claims and one (1) Class of Equity  Interests,  which  classify  all
Claims  against  and Equity  Interests  in Fine Host.  These  classes  take into
account the  differing  nature and  priority  under the  Bankruptcy  Code of the
various Claims and Equity Interests. Please note that pursuant to the provisions
of section 510(b) of the Bankruptcy Code,  Statutorily  Subordinated  Claims are
treated the same as Equity Interests under the Plan.

                  The Plan also provides generally for payment in full, in Cash,
of all Allowed  Administrative  Expense Claims,  Allowed Priority Tax Claims and
Allowed Priority Non-Tax Claims.

A.       Summary of Classification and Treatment of Claims and Equity Interests
Under the Plan

                  The following  chart4  summarizes  distributions to holders of
Allowed Claims and Allowed Equity  Interests  under the Plan. The recoveries set
forth below are projected recoveries based upon assumptions described in Article
XI below, Reorganization Value. Values for recoveries under the Plan assume that
Reorganized  Fine Host Common  Stock that will be issued and  outstanding  after
giving effect to all distributions  under the Plan, but prior to the exercise of
Management  Options or the New  Warrants  discussed  below,  see Section  IV.E.2
below,  The Plan of  Reorganization  -- Securities to Be Issued  Pursuant to the
Plan  --  Reorganized  Fine  Host  Management  Stock  Options  and  The  Plan of
Reorganization  -- Securities to Be Issued Pursuant to the Plan -- New Warrants,
will have an aggregate  reorganization  value5  ranging from $95 million to $130
million. For purposes of illustrating the estimated percentage recovery for each
Class in the chart below, (a) the value of Reorganized Fine Host Common Stock to
be issued and outstanding,  after giving effect to all  distributions  under the
Plan and the  reinstatement  of debt claims of approximately  $5.5 million,  was
assumed to be $107 million, and (b) the value of the New Warrants was assumed to
be $2.94 million. It is anticipated that approximately  10,000,000 (ten million)
shares of  Reorganized  Fine Host  Common  Stock will be issued and  outstanding
after giving effect to all distributions  under the Plan. It also is anticipated
that New Warrants to purchase  1,000,000  shares of Reorganized Fine Host Common
Stock will be issued and  outstanding  after giving effect to all  distributions
under the Plan.

                  THERE CAN BE NO ASSURANCE THAT THE SHARES OF REORGANIZED  FINE
HOST COMMON STOCK TO BE ISSUED IN ACCORDANCE  WITH THE PLAN WILL ACTUALLY  TRADE
AT A PRICE PER SHARE WITHIN THESE  IMPUTED  ESTIMATED  RANGES OF  REORGANIZATION
VALUE OR THAT ANY TRADING  MARKET FOR  REORGANIZED  FINE HOST COMMON  STOCK WILL
DEVELOP  OR, IF  DEVELOPED,  THAT IT WOULD BE  SUSTAINED.  THERE  ALSO CAN BE NO
ASSURANCE THAT THE NEW WARRANTS WILL HAVE A VALUE CONSISTENT WITH THAT SET FORTH
ABOVE.  SEE SECTION VI.C.,  CERTAIN  FACTORS TO BE CONSIDERED -- LACK OF TRADING
MARKET.

                  THE ASSUMED RANGE OF THE REORGANIZATION VALUE AS OF AN ASSUMED
EFFECTIVE DATE OF APRIL 30, 1999,  REFLECTS WORK PERFORMED BY BT ALEX.  BROWN ON
THE BASIS OF  INFORMATION  IN  RESPECT OF THE  BUSINESS  AND ASSETS OF FINE HOST
AVAILABLE TO BT ALEX.  BROWN AS OF JANUARY 9, 1999.  NEITHER BT ALEX.  BROWN NOR
FINE HOST HAS UPDATED THE ESTIMATED RANGE OF THE REORGANIZATION VALUE TO REFLECT
INFORMATION  AVAILABLE TO FINE HOST OR BT ALEX.  BROWN  SUBSEQUENT TO JANUARY 9,
1999.  HOWEVER,   BT  ALEX.  BROWN  SUBSEQUENTLY   REVIEWED  THE  RANGE  OF  THE
REORGANIZATION VALUE BASED ON ADDITIONAL  INFORMATION IN RESPECT OF THE BUSINESS
AND ASSETS OF FINE HOST AVAILABLE TO BT ALEX. BROWN AS OF FEBRUARY 15, 1999, AND
DETERMINED THAT THE RANGE OF REORGANIZATION VALUE MAY IN FACT BE AT OR BELOW THE
MID-POINT VALUE OF THE RANGE.

     THE  ABOVE-REFERENCED  ASSUMED VALUE OF THE NEW WARRANTS AS OF FEBRUARY 15,
1999,  REFLECTS WORK PERFORMED BY BT ALEX.  BROWN ON THE BASIS OF INFORMATION IN
RESPECT OF THE BUSINESS AND ASSETS OF FINE HOST  AVAILABLE TO BT ALEX.  BROWN AS
OF  FEBRUARY  15,  1999.  NEITHER BT ALEX.  BROWN NOR FINE HOST HAS  UPDATED THE
ESTIMATED  VALUE OF THE NEW  WARRANTS TO REFLECT  INFORMATION  AVAILABLE TO FINE
HOST OR BT ALEX.  BROWN  SUBSEQUENT  TO  FEBRUARY  15,  1999.  SEE  ARTICLE  XI,
REORGANIZATION VALUE.



<PAGE>


<TABLE>
<CAPTION>


                                                                        Estimated Aggregate           Estimated
           Claim/                   Treatment of                             Amount of           --------------------
Class      Interest                 Claim/Interest                        Allowed Claims         Percentage Recovery
                                of Allowed Claims
<S>       <C>                      <C>                                 <C>                      <C>    

----------
           Administrative Expense   Payment (a) in full, in Cash, on    $14 million 6            100%
           Claims                   the later of the Effective Date
                                    and the date such  Claim  becomes an Allowed
                                    Claim,  or (b) on such other  terms to which
                                    the parties agree;  provided,  however, that
                                    Administrative  Expense  Claims  incurred in
                                    the ordinary course of business will be paid
                                    as such Claims become due and payable in the
                                    ordinary course of business.
           Priority Tax Claims      At Fine Host's or Reorganized       $545,000                 100%
                                    Fine Host's option, as
                                    applicable, payment (a) in full, in Cash, on
                                    the later of the Effective Date and the date
                                    such  Claim  is   Allowed,   (b)  in  up  to
                                    twenty-four    (24)equal    quarterly   Cash
                                    installments  commencing  on the first (1st)
                                    Business   Day   following   the   date   of
                                    assessment  of  such  Allowed  Priority  Tax
                                    Claim,  together with interest thereon at an
                                    annual  rate  to  be   established   by  the
                                    Bankruptcy   Court   at   the   Confirmation
                                    Hearing, or (c) upon such other terms as the
                                    parties agree.
1          Priority Non-Tax Claims  Unimpaired.  Payment (a) in full,   $0                       100%
                                    ----------
                                    in Cash, upon the later of the
                                    Effective Date and the date on
                                                   ---
                                    which such Claim becomes an
                                    Allowed Claim, or (b) upon such
                                    other terms to which the parties
                                    agree.
2          Secured Claims           Unimpaired.  At Fine Host's         $746,000                 100%
                                    ----------
                                    option, (a) payment in full, in
                                    Cash; (b) payment of the sale or disposition
                                    proceeds  of  the   property   securing  any
                                    Allowed  Secured  Claim to the extent of the
                                    value of the  respective  interests  in such
                                    property; (c) the surrender to the holder or
                                    holders of any Allowed  Secured Claim of the
                                    property  securing  such Claim;  or (d) such
                                    other distributions as shall be necessary to
                                    satisfy  the  requirements  of Chapter 11 of
                                    the Bankruptcy Code.
3          Subordinated Note        Impaired.  On the Initial           $175,000,000 7           84.4% 8
                                    --------                                                           
           Claims                   Distribution Date, each holder of
                                    an Allowed  Subordinated Note Claim shall be
                                    entitled to receive  such  holder's Pro Rata
                                    Share of:  (a) the  Creditor  Cash;  and (b)
                                    9,600,000  shares of  Reorganized  Fine Host
                                    Common Stock.
4          General Unsecured        Unimpaired.  At Fine Host's sole    $09                      100%
                                    ----------                             
           Claims                   election, (a) payment in Cash in
                                    the  full  amount  of such  Allowed  General
                                    Unsecured Claim, (b) treatment in accordance
                                    with  terms in the  ordinary  course of Fine
                                    Host's   business   or  (c)   treatment   to
                                    otherwise render such Claim unimpaired.
5          Debenture Rescission     Impaired.  (a) On the Initial       unknown10                unknown9
                                    --------                                                             
           Claims                   Distribution Date, and provided
                                    acceptance  of the  Plan by  holders  within
                                    Class  3 of  the  Plan,  each  holder  of an
                                    Allowed Debenture  Rescission Claim shall be
                                    entitled to receive  such  holder's Pro Rata
                                    Share   of   Litigation    Trust   Interests
                                    representing  seventy-five  percent (75%) of
                                    the  Litigation  Trust  in  accordance  with
                                    Article XVI of the Plan;
                                         (b) On the Final Distribution Date, and
                                    provided  acceptance  of the Plan by holders
                                    within  Class 3 of the Plan,  each holder of
                                    an Allowed Debenture  Rescission Claim shall
                                    be entitled  to receive  such  holder's  Pro
                                    Rata Share of:
                                             (i)  300,000 shares of
                                    Reorganized Fine Host Common
                                    Stock;
                                             (ii)  New   Warrants   to  purchase
                                    750,000  shares  of  Reorganized  Fine  Host
                                    Common Stock, subject to dilution on account
                                    of the Management Options.
6          6A  Statutorily          Impaired.  (a)  On the Initial      Not Applicable           unknown11
                                    --------                                                              
           Subordinated Claims      Distribution Date, and provided
                                    acceptance  of the  Plan by  holders  within
                                    Classes 3 and 5 of the Plan,  each holder of
                                    an Allowed  Statutorily  Subordinated  Claim
                                    shall be entitled to receive,  in accordance
                                    with   Section   16.4   of   the   Plan,   a
                                    distribution equal to such holder's Pro Rata
                                    Share   of  the   Statutorily   Subordinated
                                    Percentage  of  Litigation  Trust  Interests
                                    representing  twenty-five  percent  (25%) of
                                    the  Litigation  Trust  and such  additional
                                    Litigation  Trust  Interests,   if  any,  as
                                    provided in Section 8.2 of the Plan.
                                         (b) On the Final Distribution Date, and
                                    provided  acceptance  of the Plan by holders
                                    within  Classes  3 and 5 of the  Plan,  each
                                    holder    of    an    Allowed    Statutorily
                                    Subordinated  Claim  shall  be  entitled  to
                                    receive   a   distribution   equal  to  such
                                    holder's  Pro Rata Share of the  Statutorily
                                    Subordinated Percentage of:
                                             (i)  100,000 shares of
                                    Reorganized Fine Host Common
                                    Stock; and
                                             (ii)  New   Warrants   to  purchase
                                    250,000  shares  of  Reorganized  Fine  Host
                                    Common Stock, subject to dilution on account
                                    of the Management Options.
           6B  Equity Interests          (a) On the Initial             Not applicable           Unknown12
                                    Distribution Date, and provided
                                    acceptance of the Plan by holders
                                    within Classes 3 and 5 of the
                                    Plan, each holder of an Allowed
                                    Equity Interest shall be entitled
                                    to receive, in accordance with
                                    Section 16.4 of the Plan, a
                                    distribution equal to such
                                    holder's Pro Rata Share of the
                                    Equity Interest Percentage of
                                    Litigation Trust Interests
                                    representing twenty-five percent
                                    (25%) of the Litigation Trust and
                                    such additional Litigation Trust
                                    Interests, if any, as provided in
                                    Section 8.2 of the Plan.
                                         (b) On the Final Distribution Date, and
                                    provided  acceptance  of the Plan by holders
                                    within  Classes  3 and 5 of  the  Plan  each
                                    holder of an Allowed  Equity  Interest shall
                                    be entitled to receive a distribution  equal
                                    to  such  holder's  Pro  Rata  Share  of the
                                    Equity Interest Percentage of:
                                             (i)  100,000 shares of
                                    Reorganized Fine Host Common
                                    Stock; and
                                             (ii)  New   Warrants   to  purchase
                                    250,000  shares  of  Reorganized  Fine  Host
                                    Common Stock, subject to dilution on account
                                    of the Management Options.
</TABLE>

                  THE TREATMENT AND DISTRIBUTIONS PROVIDED TO HOLDERS OF ALLOWED
CLAIMS  AND  ALLOWED  EQUITY  INTERESTS  PURSUANT  TO THE  PLAN  ARE IN FULL AND
COMPLETE SATISFACTION OF THE ALLOWED CLAIMS AND ALLOWED EQUITY INTERESTS, AS THE
CASE MAY BE, ON ACCOUNT OF WHICH SUCH TREATMENT IS GIVEN AND  DISTRIBUTIONS  ARE
MADE.

III.

                                                GENERAL INFORMATION

A.       Fine Host's13 Business

                  Fine  Host is a  contract  food  service  management  company,
providing food and beverage concession, catering and other ancillary services at
approximately 900 facilities located in 43 states,  primarily through multi-year
contracts.  Beginning in 1993, a significant  portion of Fine Host's growth came
from  acquisitions.  From April 1993 through  October  1997,  Fine Host acquired
thirteen (13) companies,  with ten (10) of those acquisitions being completed in
1996 and 1997. Principally as a result of these acquisitions,  Fine Host's sales
volume  grew from  $39.4  million in 1992 to $260.7  million in 1997.  Fine Host
targets six distinct  markets  within the contract  food service  industry:  the
recreation and leisure market (arenas,  stadiums,  amphitheaters,  civic centers
and other recreational facilities);  the convention center market; the education
market  (colleges,  universities  and  elementary  and secondary  schools);  the
business dining market (corporate cafeterias, office complexes and manufacturing
plants); the healthcare market (long-term care facilities and hospitals) and the
corrections market (prisons and jails).  Fine Host provides a wide array of food
services,  ranging  from  food  and  beverage  concessions  such  as  hot  dogs,
sandwiches, soda and beer, to sophisticated catering and fine dining in a formal
setting. At its convention center locations, Fine Host routinely serves banquets
attended by thousands of persons.

                  Fine  Host is the  exclusive  provider  of food  and  beverage
services at substantially all of the facilities it serves and is responsible for
hiring, training and supervising food service personnel and ordering, receiving,
preparing  and  serving  all  items of food and  beverage  sold.  At  facilities
serviced  by Fine Host,  Fine  Host's  clients are  responsible  for  attracting
patrons on an  event-specific  basis at recreation  and leisure  facilities  and
convention  centers and on a continuing  basis at education and corporate dining
facilities.  As a result,  Fine Host does not incur the expense of  marketing to
the broader  public,  and is able to focus on operations,  client  satisfaction,
account  retention  and new account  development.  Fine Host has  developed  and
implemented various operating  strategies and systems to quickly and efficiently
provide food and beverages to a large number of people in a short period of time
and in a cost-effective manner.

B.       Organizational Structure of Fine Host

                  Fine Host is both an operating  company and a holding company.
Fine Host has twenty-three (23) direct and indirect wholly-owned subsidiaries in
corporate form. In addition,  Fine Host has less than a 100% ownership  interest
in four  (4)  joint  ventures.  Certain  of  Fine  Host's  subsidiaries  are not
operating businesses and may be either dissolved, liquidated or merged into Fine
Host in conjunction with the Plan.

                  The chart on the  following  page  illustrates  the  corporate
structure  of Fine  Host  and its  non-debtor  affiliates,  and  identifies  the
entities which are not operating  businesses  (denoted by |X|) as of the date of
this Disclosure Statement:



<PAGE>


                  Additional   information   concerning   Fine   Host   and  its
affiliates, and its business,  financial condition and results of operations, is
set forth in Fine Host  Corporation  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1997 (the "10-K"),  a copy of which is annexed hereto as
Exhibit "F", and in Fine Host Corporation  Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998 (the "10-Q"), a copy of which is annexed
hereto as Exhibit "G".

C.       Description of Business

1.       Fine Host's Business

                  The following is a brief  description  of the six (6) primary 
groups to which Fine Host provides contract food services.

                  Recreation and Leisure  Facilities.  Fine Host offers food and
beverage  concession and catering services to arenas,  stadiums,  amphitheaters,
civic centers and other  recreational  facilities.  These  facilities  typically
select a food service provider on the basis of its ability to generate increased
volume  from  concession  sales while  maintaining  high  quality  and  attendee
satisfaction.  Fine Host believes that, as a result of the growing popularity of
minor league sports,  significant  opportunities exist at stadiums and arenas at
which minor league baseball and hockey teams play. As of December 31, 1998, Fine
Host provided services to facilities hosting six minor league baseball teams and
ten minor  league  hockey  teams.  Fine Host  further  believes  that more major
college  athletic  programs will seek to outsource food and beverage  concession
operations at on-campus  stadiums and arenas.  Recreation and leisure facilities
served by the Company  presently  include Pro Player  Stadium in Miami,  Florida
(home of the Miami  Dolphins and Florida  Marlins);  Sun Devil Stadium in Tempe,
Arizona (home of the Arizona  Cardinals);  and the Concord  Pavilion in Concord,
California.  Fine Host also provides concession services at the new stadiums for
the Tampa Bay  Buccaneers  and the  Baltimore  Ravens.  Fine Host also  provides
concession  services to  recreation  and  leisure  facilities  at  colleges  and
universities including Arizona State University,  Boise State University and the
University of Minnesota.

                  Convention Centers. Food service offered in convention centers
consists  primarily of large scale  catering and banquet  functions  held in the
facility's  ballroom  and banquet  halls,  catering and  concession  services to
functions held in meeting rooms,  and concession  services offered to convention
and  trade  show  attendees.  Fine  Host  believes  that  its  ability  to renew
convention   center  contracts  is  particularly   significant   because  public
authorities  choosing the food service  provider put great emphasis on the level
of quality and service offered.  These aspects are viewed as critical factors in
the decision-making  process of convention  organizers and meeting planners when
making  site  selections.  Fine  Host  believes  it is well  positioned  to gain
incremental  sales at existing  convention  centers  which are  expanding  their
banquet and ballroom  capacities,  and to obtain  additional  contracts at newly
constructed  convention  centers.  Major  convention  center clients include the
Austin  Convention  Center in Austin,  Texas; the Lawrence  Convention Center in
Pittsburgh,  Pennsylvania; the Oregon Convention Center in Portland, Oregon; and
the Wisconsin Center in Milwaukee, Wisconsin.

                  Education. Fine Host provides food and beverage concession and
catering services to student  cafeterias,  food courts,  snack bars and clubs at
colleges,  universities  and elementary and secondary  schools.  College student
dining habits have changed  dramatically in recent years,  with students tending
to eat smaller  meals  throughout  the day and evening,  often paying with debit
cards in lieu of cash or traditional  board plans. In response to these changes,
Fine Host now offers increased quality and choices among food and beverage items
at  educational  facilities,  including  recognized  brand name foods  served in
educational  facilities by Fine Host's  employees.  The Company has  contractual
arrangements  with Subway  Corporation,  Pizza Hut,  Inc. and Taco Bell Corp. to
offer their  products at various dining  locations at educational  institutions.
Fine Host  presently  provides  dining  services to  students  at  colleges  and
universities  including  Alfred  University  in Alfred,  New York;  Morris Brown
College in Atlanta,  Georgia; Mt. Hood Community College in Gresham, Oregon; and
Xavier University in New Orleans,  Louisiana.  Fine Host currently provides food
services to secondary  schools such as the following school  districts:  Newark,
New Jersey; Bonneville, Iowa; and Marana, Arizona.

                  Business Dining. Fine Host provides food and beverage services
to business  dining rooms and  cafeterias,  office  complexes and  manufacturing
plants.  Business dining facilities are increasingly  offering upscale,  quality
food and beverage items and are often subsidized by employers seeking to shorten
employee meal breaks and increase productivity. Fine Host seeks to capitalize on
this trend by providing high quality food and beverage  service at its corporate
client dining  locations.  Fine Host serves a diversified mix of large corporate
clients,  focusing on more upscale office dining.  Clients include facilities of
Carnival Cruise Lines, Burger King and Becton Dickinson and Company.

                  Healthcare.  Fine Host provides  food and beverage  concession
and catering services to hospitals,  nursing homes and retirement communities. A
registered  dietitian provides guidance in meeting the diverse nutritional needs
at these facilities. Fine Host provides menu planning, recipe development,  diet
instructions  and  nutritional  care  planning  as part of its  healthcare  food
service  operations.  Healthcare  clients  include Alina Health  System,  Health
Dimensions, the Ebenezer Society and the State of South Dakota.

                  Corrections.  Fine Host provides food and beverage  concession
and  catering  services  to prisons,  jails and  residential  facilities.  These
facilities  range  from  minimum  security  correctional  facilities  to maximum
security state  penitentiaries.  They also include  children's  homes,  juvenile
detention centers and other residential  corrections  facilities.  Many of these
facilities are accredited by the American  Correctional  Association.  Fine Host
provides food and beverage  services at corrections  facilities for the State of
Minnesota,  the State of South Dakota and Corrections Corporation of America, as
well as numerous county jails.

2.       Food Service Contracts

                  Fine Host generally  enters into one of the following types of
contracts:  profit and loss  contracts  ("P&L"),  profit  sharing  contracts and
management fee contracts.

                  Under P&Ls,  Fine Host receives all the revenues and bears all
the expenses of the operation. These operations include rent paid to the client,
typically calculated as a fixed percentage of various categories of sales. While
Fine Host often benefits from greater upside  potential with a P&L contract,  it
is  responsible  for all  costs  of  running  the  food  service  operation  and
consequently  bears  greater risk than with a management  fee or profit  sharing
contract.  Under profit  sharing  contracts,  Fine Host receives a percentage of
profits  earned at the facility  plus a fixed fee or  percentage  of sales as an
administrative  fee.  Revenues  derived under a limited number of management fee
contracts are based upon a fixed minimum fee. Fine Host is reimbursed for all of
its on-site expenses  incurred in providing food and beverage services under all
management  fee  contracts.  A number of Fine Host's  management  fee  contracts
provide for an  additional  incentive  fee based on a percentage of sales over a
base threshold level.

                  Fine Host often  provides a capital  commitment  in its bid to
win a new facility  contract.  This commitment most frequently takes the form of
an  investment  in food service  equipment  and  leasehold  improvements,  which
upgrade the  facility  itself and can increase the returns to both Fine Host and
the facility owner by generating increased sales. Occasionally,  Fine Host makes
loans or advances to the client,  the  proceeds of which are  generally  used to
improve an existing facility or to complete a new facility. When Fine Host makes
an  investment,  loan or advance to a facility  under either a management fee or
profit  sharing  contract,  ordinarily the amount of the commitment is repaid to
Fine  Host out of the  revenues  generated  by the  food  service  operation  in
accordance  with  an  amortization  schedule  set  forth  in the  contract.  P&L
contracts  ordinarily do not require the  repayment of invested  capital to Fine
Host during the contract term. Most of Fine Host's contracts  require the client
to reimburse Fine Host for any unamortized  invested capital in the event of the
expiration  or  termination  of the  contract  for any  reason,  and  Fine  Host
generally keeps title to the subject assets until such payment is made. Invested
capital  that is repaid is usually  amortized  over a period of time equal to or
greater than the term of the contract.  Fine Host believes that its  willingness
to make  selective  investments  can provide it with a competitive  advantage in
bidding for new  contracts.  There can be no assurance,  however,  that any such
investments will enhance returns and not result in losses for Fine Host.

                  The  length  of  contracts  varies  depending  on the  type of
facility,  type of contract and financial  investment.  Contracts for recreation
and leisure facilities  typically include the largest capital investment by Fine
Host and generally  have a term of three to ten years.  Contracts for convention
centers generally have a term of three to five years. Education market contracts
generally  have a term of one to five years.  Business  dining  accounts,  which
generally require the smallest capital investment by Fine Host, typically have a
shorter term than those in the  recreation  and leisure,  convention  center and
education  areas,  and generally  contain a provision  allowing  either party to
terminate for convenience after a short notice period, typically ranging from 30
to 80 days. Fine Host's remaining contracts including healthcare and corrections
markets  generally  have a fixed term and in any  fiscal  year a number of these
contracts either expire or come up for renewal.

D.       Fine Host Common Stock

                  Starting in 1996, Fine Host's common stock had been listed for
trading  on the Nasdaq  National  Market  ("Nasdaq")  under the  trading  symbol
"FINE." However,  since July 9, 1998, the common stock has no longer been listed
on the Nasdaq  National Market and has been traded on the OTC Bulletin Board. On
January 4, 1999,  the closing  price of Fine Host common  stock was $.93.  As of
December 31, 1998,  approximately  9,047,970  shares of Fine Host's common stock
were  issued and  outstanding  and held by  approximately  127  stockholders  of
record.

E.       Employees

                  As of December 31,  1998,  Fine Host had  approximately  3,250
full-time  employees and approximately  11,000 employees hired on a part-time or
on an event-by-event  basis at its corporate  headquarters,  outside offices and
various facilities.  Approximately 5% of Fine Host's total employees  (including
full and part-time) are subject to collective bargaining agreements.

F.       Leases

                  Fine Host  currently  leases  its  corporate  headquarters  in
Greenwich,  Connecticut  (two  locations)  pursuant to two leases,  one of which
expires in June, 2004 and the other in August, 2008.

                  Fine Host also  maintains  accounting  processing  centers  in
Roseville,  Minnesota;  Miami, Florida; and Nutley, New Jersey. Fine Host leases
the space for each of these facilities.

G.       Fine Host's Significant Debt

                  The  significant  debt  of Fine  Host  generally  consists  of
obligations  under or pursuant to (i) the Subordinated  Notes, (ii) intercompany
indebtedness, and (iii) acquisition debt.

1.       The Subordinated Notes

                  On October  27,  1997,  Fine Host  issued  $175  million of 5%
Convertible  Subordinated  Notes due 2004 in a private placement under Rule 144A
of the Securities Act of 1933. The Subordinated Notes are unsecured  obligations
of Fine Host and are  convertible  into common  stock at a  conversion  price of
$44.50 per share. The net proceeds of $169.1 million,  after deducting discounts
and  certain  expenses,  were  used to  repay  approximately  $50.0  million  in
outstanding  obligations under a then-existing $200 million credit facility. The
remaining  proceeds were invested in short-term  investments in accordance  with
Fine Host's  investment  policy. In connection with Fine Host's private offering
of the  Subordinated  Notes,  Fine Host had agreed to file a shelf  Registration
Statement which would cause the Subordinated  Notes to be freely tradable.  Fine
Host has not  registered  the  Subordinated  Notes  but has  made  all  interest
payments with respect  thereto  prior to the Petition  Date. It has been alleged
that the failure of Fine Host to register the  Subordinated  Notes  entitles the
holders of the Subordinated  Notes to liquidated  damages against Fine Host. All
of the Subordinated Notes are outstanding.

2.       Intercompany Indebtedness

                  Fine  Host  and  its  consolidated   subsidiaries  maintain  a
consolidated  cash management  system under which,  among other things,  cash is
transferred among the various companies, and records are maintained with respect
to these  transfers.  As a result,  at any  given  time,  there is  intercompany
indebtedness  owing within the consolidated  group.  Pursuant to an order of the
Bankruptcy  Court,  Fine Host was  authorized  to continue  its cash  management
system  in the same  manner  as prior to the  Petition  Date.  The  intercompany
indebtedness  associated with this system will not be affected by the Chapter 11
Case or the Plan.

3.       Acquisition Debt

                  Prior to the Petition Date, Fine Host incurred various payment
obligations  to the sellers of certain  subsidiaries  which it  acquired.  These
obligations  are unsecured and  aggregate  approximately  $4.6 million as at the
Petition  Date.  Pursuant  to an order of the  Bankruptcy  Court,  Fine Host was
authorized to continue to pay these obligations in accordance with their terms.

IV.

                                            FINE HOST'S CHAPTER 11 CASE

A.       Events Preceding the Filing of the Chapter 11

                  As outlined below,  certain  accounting  irregularities  which
occurred prior to the Petition Date had certain  consequences which necessitated
the implementation of a financial restructuring for Fine Host. This precipitated
negotiations  between Fine Host and the Ad Hoc Committee  which  culminated in a
restructuring proposal, the filing for relief under Chapter 11 of the Bankruptcy
Code, and the Plan.

1.       The Accounting Irregularities and Commencement of the Audit Committee
Investigation

                  On  December  12,  1997,  Fine  Host  issued  a press  release
announcing  that the Audit  Committee  of its  Board of  Directors  (the  "Audit
Committee")  had  instructed  Fine Host's  auditors  to conduct an inquiry  into
certain accounting practices,  including the capitalization of certain expenses,
and that the auditors  advised the Audit  Committee on December 12, 1997,  based
upon their preliminary inquiry,  that certain expenses incurred during 1997 were
incorrectly  capitalized  rather than  expensed in the period in which they were
incurred.  Fine Host stated that it believed  the amounts  would be material and
that  earnings  for each of the first  three  quarters  of 1997 would need to be
restated.

                  On  December  15,  1997,  Fine  Host  issued  a press  release
announcing that preliminary  indications were that the accounting  problems were
not limited to the  incorrect  capitalization  of the  expenses and that periods
prior to 1997 would also need to be  restated.  Fine Host also  stated  that the
outside  directors of Fine Host's Board of Directors  (the "Outside  Directors")
had terminated  the  employment of Richard E. Kerley,  Chairman of the Board and
Chief  Executive  Officer,  and Nelson A.  Barber,  Senior  Vice  President  and
Treasurer.

                  On December 16, 1997, Fine Host retained Buccino & Associates,
Inc.  ("Buccino"),  a management consulting firm. On that same date, the Outside
Directors  retained Price  Waterhouse  LLP to conduct a forensic  review of Fine
Host's accounting practices and Schulte Roth & Zabel to conduct an investigation
and issue a report with respect to the accounting problems.

                  On December  19, 1997,  the Board of Directors  held a special
meeting and appointed a Special Committee (the "Special Committee") comprised of
the  Outside  Directors.  The Special  Committee  was  authorized  to conduct an
inquiry with respect to all  financial,  transactional  and other  matters as it
deemed  necessary  or  appropriate,  to retain  professionals  and to  otherwise
exercise all of the powers of the Board of Directors  in the  management  of the
business and affairs of Fine Host. On January 21, 1998, Mr. Kerley resigned as a
director of Fine Host.

                  On  February  6,  1998,   Fine  Host  restated  its  financial
statements  for fiscal  years 1994 through  1996,  and for the nine months ended
September 24, 1997 (the  "Restatement").  The Restatement was necessitated  when
Fine Host's  management  determined that (i) certain overhead  expenses had been
improperly  capitalized;  (ii)  insufficient  reserves  and  accruals  had  been
recorded;  (iii) inappropriate charges to acquisition liabilities had been made;
(iv)  certain  non-performing  assets had not been  written  off;  (v)  improper
revenue  recognition  had  been  used  with  regard  to  certain  contracts  and
agreements;  and (vi)  adjustments  for the  settlement  of  certain  terminated
contracts were not recorded. As a result of the Restatement,  Fine Host reported
pre-tax losses of  approximately  $1.6 million for 1994,  $4.3 million for 1995,
and $6.3  million for 1996 after the  Restatement,  compared  with net income of
approximately $1.6 million for 1994, $1.3 million for 1995, and $2.5 million for
1996,  prior to the  Restatement.  Fine  Host  announced  that  the  Restatement
included a  cumulative  negative  adjustment  of $2.5 million for years prior to
1994. In addition, for the nine months ended September 24, 1997, the Restatement
reflected an $11.7 million pre-tax loss.

                  As  a   result   of  the   announcement   of  the   accounting
irregularities,  investigations of Fine Host and other persons were commenced by
the Securities and Exchange Commission.  Subsequent to these developments,  Fine
Host and various  officers and  directors  were named as  defendants in numerous
shareholder and other lawsuits.  See Section IV.C.  below,  Debtor's  Chapter 11
Case -- Pending Litigation and Other Legal Proceedings.

                  On or about May 1, 1998, the Special Committee, by and through
its counsel, Schulte, Roth & Zabel LLP, completed its investigation and prepared
a report in connection therewith. Such report was shared with, among others, the
Lead Plaintiffs in the Class Action,  as defined below.  Based upon, among other
things,  such  information,  certain  officers  and  directors of Fine Host were
dismissed, without prejudice, from the Class Action.

                  In  view  of  the  losses  and  the  extent  of  the   pending
litigation,  it became  apparent  to Fine Host that it was not in a position  to
service its debt  obligations  and address the  litigation on an ongoing  basis.
Accordingly,   Fine  Host  determined  that  a  restructuring  was  critical  to
maintaining the value of its business as a going concern.

2.       Negotiation of the Restructuring and the Plan

                  In furtherance of the foregoing,  in the Spring of 1998,  Fine
Host  commenced  negotiations  with the Ad Hoc  Committee  with  respect  to the
principal  terms and  provisions of a  restructuring.  The members of the Ad Hoc
Committee are:  Angelo,  Gordon & Co. LLP,  Salomon  Brothers Asset  Management,
Inc.,  Franklin Mutual  Advisers,  Inc.,  Oaktree  Capital  Management and Bear,
Stearns & Co., Inc. The Ad Hoc Committee  retained  Kasowitz,  Benson,  Torres &
Friedman,  LLP, as its  attorney,  and Chanin,  Kirkland,  Messina,  LLC, as its
financial advisor,  in connection with the restructuring.  Prior to the Petition
Date,  the  fees  and  expenses  of  the  retained  professionals  of the Ad Hoc
Committee were paid by Fine Host.

                  Fine Host and the Ad Hoc Committee  engaged in several  months
of negotiations with respect to a restructuring.  These negotiations  culminated
in a proposed restructuring,  which has been embodied in the Plan. In connection
therewith,  Fine Host and the Board of Directors of Fine Host did not consider a
sale of Fine Host or its assets to be in the best  interests  of  creditors  and
Fine Host's  shareholders  and, thus,  did not actively  engage in marketing the
company or its  assets.  Similarly,  as of the date  hereof,  none of the Ad Hoc
Committee  or its  members has made any effort to market Fine Host or its assets
or is party to any  understanding  or  agreement to market and sell Fine Host or
its assets subsequent to the Effective Date.

                  In  connection  with  the  Plan,  the  members  of  the Ad Hoc
Committee  and Fine Host entered into that certain  Agreement  Concerning  Vote,
dated as of January 6, 1999,  which agreement  provides for, among other things,
the  support  by the  members  of such  committee  for the  Plan.  A copy of the
Agreement Concerning Vote is annexed hereto as Exhibit "I".

3.       Management

                  On December 14, 1998, pursuant to an Employment Agreement (the
"Employment  Agreement"),  dated as of December 14, 1999,  between Fine Host and
William D.  Forrest,  the Fine Host Board of  Directors  appointed  Mr.  Forrest
President and Chief Operating  Officer of Fine Host and a member of the Board of
Directors. In connection therewith,  Gerald P. Buccino was appointed as Chairman
of the Board.  Mr.  Forrest,  who had been actively  involved with Fine Host for
about a year as part of Buccino &  Associates,  assumed  the  position  of Chief
Executive  Officer on January 1, 1999,  when Mr.  Buccino's term as CEO expired.
The Employment  Agreement  provides that Mr. Forrest shall be compensated  based
upon a salary of $400,000 per annum and the term of such employment shall expire
on the earlier to occur of the Effective Date of the Plan and December 14, 1999.
The  agreement  also  provides  that  Mr.  Forrest  shall  receive  supplemental
compensation as follows: (i) $300,000, if the Effective Date occurs on or before
May 5, 1999;  (ii) $200,000,  if the Effective Date occurs after May 5, 1999 but
on or before June 5, 1999;  and (iii)  $150,000,  if the  Effective  Date occurs
after June 5, 1999 but prior to January 5, 2000.

B.       Events During the Chapter 11 Case

1.       Administration of the Chapter 11 Case

                  On the Petition  Date, the  Bankruptcy  Court entered  certain
orders  designed to minimize any disruption of Fine Host's  business  operations
and to  facilitate  its  reorganization.  Certain of these Orders are  described
below.

oPayment of Debt  Incurred in the Ordinary  Course of Business and Certain Other
 Prepetition  Obligations.  The principal objective of the Chapter 11 Case is to
 restructure the outstanding  indebtedness to holders of the Subordinated  Notes
 and to address the  litigation  and  contingent  obligations  arising  from the
 accounting  irregularities  referred to above.  It is essential to the value of
 Fine Host's business enterprise that relationships with trade vendors and other
 holders  of  obligations  incurred  in the  ordinary  course of  business,  and
 relationships  with  employees  and business  consultants,  not be disrupted or
 impaired.  In that  connection,  the  Bankruptcy  Court entered  certain orders
 authorizing  Fine Host to pay, in its discretion,  all undisputed  indebtedness
 and obligations  (other than the  indebtedness or liabilities that are impaired
 and to be  restructured  under the Plan)  incurred  in the  ordinary  course of
 business in accordance with their terms, and to pay salaries,  wages,  benefits
 and other amounts owed to or with respect to employees and  consultants.  These
 include obligations that were, or may have been, incurred prior to the Petition
 Date and include obligations incurred by Fine Host and its affiliates.

oCash Management.  The Bankruptcy  Court also entered an order  authorizing Fine
 Host to continue its current cash  management  system.  Such relief allows Fine
 Host  to  continue  to  fund  certain  of the  day to  day  obligations  of its
 subsidiaries  and  affiliates,  such as  payroll,  vendor  obligations,  taxes,
 employee  benefits  and  insurance,  and to  allocate  and such costs among the
 various subsidiaries.

2.       Creditors' Committee/Equity Committee

                  Pursuant to section 1102 of the  Bankruptcy  Code,  the United
States Trustee may appoint a committee of Creditors holding unsecured claims. In
light of the  pre-negotiated  restructuring  embodied in the Plan, the existence
and likely continued  functioning of the Ad Hoc Committee,  and the entry of the
an order referred to above authorizing Fine Host to pay prepetition  liabilities
(with certain  exceptions),  it is possible  that the United States  Trustee may
elect, in the exercise of its discretion,  not to appoint a statutory  committee
of unsecured creditors.  As of the date hereof, no creditors' committee has been
appointed in this Chapter 11 Case.

                  By  letter,   dated  February  11,  1999,   counsel  for  Joel
Kirschbaum,  Anthony L. Di Cesare and Stephen C. Perry,  affiliates  of Kirkland
Investors   LLC  and  alleged   holders  of  Equity   Interests   in  Fine  Host
(collectively,  "Kirkland"),  requested that the United States Trustee appoint a
committee of holders of Equity  Interests.  Based upon the overwhelming  lack of
shareholder equity in Fine Host's chapter 11 estate, by separate correspondence,
counsel for Fine Host and the Ad Hoc Committee expressed their position that the
appointment of such a committee was  inappropriate and without merit. By letter,
dated March 1, 1999, the United States Trustee denied  Kirkland's  request.14 On
March 5, 1999,  Kirkland  requested that the Bankruptcy  Court direct the United
States Trustee to appoint a committee of holders of Equity Interests. In support
therefor,  Kirkland challenges the negotiation process and the confirmability of
the Plan in accordance with section 1129 of the Bankruptcy Code. Such motion and
the relief requested therein has been objected to by Fine Host and the matter is
currently being considered by the Bankruptcy Court.

3.       Bar Date

                  In accordance  with the provisions of the Bankruptcy  Code and
Bankruptcy  Rules,  Fine Host requested that the Bankruptcy Court enter an order
(the "Bar Date  Order")  establishing  the last date and time by which proofs of
claims  (other  than  Claims  already  paid  pursuant  to orders  entered by the
Bankruptcy  Court,  Claims of governmental  authorities and Claims for principal
and  interest  with respect to the  Subordinate  Notes)  against,  and proofs of
equity  interests (other than equity interests of holders of record of Fine Host
common  stock) in, Fine Host must be filed (the "Bar Date").  The Bar Date Order
was entered by the Bankruptcy  Court and set February 16, 1999, as the Bar Date.
The Bar Date Order provides  that,  unless  otherwise  ordered by the Bankruptcy
Court,  claims  arising from the rejection of executory  contracts and unexpired
leases subsequent to the Bar Date are to be filed no later than thirty (30) days
after the  latest to occur of (a)  notice  of entry of an order  approving  such
rejection or (b) notice of entry of the  Confirmation  Order.  Notice of the Bar
Date was published in each of The Wall Street Journal (National Edition) and The
New York Times (National Edition) on January 15, 1999.

                  In response  to  questions  concerning  the  requirement  that
certain  entities  file proofs of claim on account of  Statutorily  Subordinated
Claims,   upon  application  of  Fine  Host,  the  Bankruptcy  Court  entered  a
Supplemental  Order,  dated  January  29,  1999,  approving  the  mailing  of  a
supplemental  notice of the Bar Date clarifying the requirement  that holders of
Statutorily  Subordinated Claims file such Claims on or before the Bar Date (the
"Supplemental  Notice").  The  Supplemental  Notice was  transmitted to entities
known to Fine Host which may hold Statutorily Subordinated Claims.  Supplemental
Notice  of the  Bar  Date  was  published  in each of The  Wall  Street  Journal
(National  Edition)  and The New York Times  (National  Edition)  on February 3,
1999.

C.       Pending Litigation and Other Legal Proceedings

1.       Class Actions

                  Between  December  15, 1997 and March 25,  1998,  13 purported
class action  lawsuits  were filed in the United States  District  Court for the
District of Connecticut  ("District Court") against Fine Host and certain of its
officers  and/or  directors.  The complaints  assert various claims against Fine
Host,  including claims alleging  violations of Sections 10(b) of the Securities
Act of  1934  (the  "Exchange  Act")  and/or  violations  of  Section  11 of the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and various rules
promulgated  thereunder,  as well as fraud and negligent  misrepresentation.  On
February  13,  1998,   the   plaintiffs  in  the  actions  filed  a  Motion  for
Consolidation  and for  Appointment  as Lead  Plaintiffs  and for  Approval of A
Selection  of Lead  Counsel.  On March 25, 1998,  the motion was  granted.  Lead
Plaintiffs  filed a Consolidated  Amended  Complaint on May 14, 1998 (the "Class
Action")15. On June 29, 1998, Fine Host and certain of the individual defendants
moved to dismiss the claim asserted under Section 11 of the Securities  Act. The
other individual  defendants moved to dismiss the complaint in its entirety.  On
October 22, 1998,  the Court granted the motion to dismiss the entire  complaint
as to certain individual defendants and denied Fine Host's motion to dismiss the
claim asserted under Section 11 of the Securities  Act. On December 9, 1998, the
plaintiffs  amended the  complaint to add  Deloitte & Touche as a defendant.  On
March 10, 1999, the plaintiffs further amended the complaint.  Fine Host has not
yet answered such amended complaint and by reason of the automatic stay provided
in section 362 of the  Bankruptcy  Code,  the Class  Action is stayed as against
Fine Host. As of the date hereof,  the District  Court has not certified a class
in the Class Action in accordance  with Rule 23(b) of the Federal Rules of Civil
Procedure.

                  The Plan neither is, nor  contains,  a settlement of the Class
Action.  Rather,  the Plan merely  resolves  Fine Host's  liability in the Class
Action through the treatment of the Claims in Sub-Class 6A. Under the Plan, Fine
Host will receive a discharge  pursuant to section 1141 of the  Bankruptcy  Code
and have no further or continuing  liability in the Class Action.  However,  the
Class Action will continue as to all of the other defendants.

2.       Subordinated Note Action

                  On or  about  January  30,  1998,  Fine  Host  was  named as a
defendant  in an action  arising out of the issuance and sale in October 1997 of
the Subordinated  Notes (the  "Subordinated  Note Action," and together with the
Class Action, the "Pending  Litigations").  The plaintiffs  allegedly  purchased
Subordinated  Notes in the  aggregate  principal  amount  of $7.5  million.  The
complaint alleges,  among other things, that the Offering Memorandum prepared by
Fine  Host  in  connection  with  the  offering   contained   materially   false
information.  The complaint asserts various claims against Fine Host,  including
claims  alleging  violations of Sections 10(b) and 18(a) of the Exchange Act and
various  rules   promulgated   thereunder,   as  well  as  fraud  and  negligent
misrepresentation.  The relief sought by plaintiffs includes damages,  including
the alleged difference in the value of the Subordinated Notes when purchased and
their  actual  value,  or  alternatively  rescission  of their  purchase  of the
Subordinated Notes, plus interest, costs and disbursements,  attorneys' fees and
punitive damages. On July 10, 1998, Plaintiffs filed a Second Amended Complaint.
On July 29,  1998,  the Company  moved to dismiss the Section  10(b),  fraud and
negligent  misrepresentation,  counts of the  complaint.  The  other  individual
defendants  moved to dismiss the complaint in its  entirety.  On August 7, 1998,
the Judicial Panel on  Multidistrict  Litigation  ordered that the  Subordinated
Note  Litigation be  transferred  to the District of  Connecticut  and, with the
consent of that court, be assigned to the judge presiding over the Class Action.
On October 22, 1998,  the court in the  District of  Connecticut  dismissed  the
negligent  misrepresentation  count of the complaint,  and otherwise  denied the
defendants'  motions to  dismiss  the  complaint.  On  November  30,  1998,  the
defendants  answered the  complaint.  This action also is stayed as against Fine
Host by reason of the automatic  stay provided in section 362 of the  Bankruptcy
Code.

3.       Other Legal Proceedings and Investigations

(a) In January 1996,  Fine Host was served with a complaint  naming it as one of
five  defendants  in a lawsuit  brought by multiple  plaintiffs  in the New York
State Supreme Court  alleging  damages  arising out of the Woodstock II Festival
held in August,  1994 in  Saugerties,  New York. The promoter of the festival is
also a defendant.  According to the complaint, the plaintiffs were hired by Fine
Host (which had a concession  agreement  with the  promoter of the  festival) as
subcontractors of food, beverage and/or merchandise.  In their complaint,  which
seeks  approximately  $5.9  million,   the  plaintiffs  allege  damages  arising
primarily from the failure to provide adequate  security and to prevent festival
attendees from bringing food and beverages into the festival.  Fine Host and the
promoter have made  cross-demands for  indemnification  against each other under
applicable provisions of their concession agreement. On April 4, 1996, the other
defendants  named in the suit answered the  complaint and asserted  cross-claims
for contribution and indemnification  against Fine Host.  Thereafter,  Fine Host
answered the complaint and asserted a cross-claim  for  indemnification  against
the  promoter  and  a   cross-claim   for   contribution   against  all  of  its
co-defendants.

(b) On February 19, 1998, the Securities and Exchange Commission issued a formal
order of investigation  into the events relating to the December 12 and December
15, 1997 announcements referred to above.

(c) On or about  February  12,  1993,  Fine  Host  sued a former  client  in the
Jefferson Circuit Court of the Commonwealth of Kentucky for certain amounts owed
by the former client under the food service  contract  between the parties.  The
former  client has filed a  counterclaim  against Fine Host seeking  unspecified
damages  for  alleged  tortious  interference  with  a  prospective  contractual
relationship with another food service provider.

(d) On May 7, 1997, a former employee of Sun West Services, Inc. ("Sun West"), a
subsidiary  of Fine Host,  filed a case under the Federal  False  Claims Act, 21
U.S.C. ss 3729-33 against Sun West, Fine Host and certain individual defendants.
The employee,  on behalf of the Federal government,  alleges that the defendants
submitted  false  invoices in connection  with two school lunch  programs in New
Mexico  operated  by Sun West  during the  1995-1996  school  year.  The case is
currently stayed pending the  investigation  by the United States  Department of
Agriculture ("USDA") of the merits of the claim and the determination whether to
intervene  and  effectively  assume  the  prosecution  of the  case.  While  the
investigation  being conducted by the USDA proceeds,  the United States District
Court for the  District of New Mexico,  where the action is pending,  has sealed
the file on this matter.  Fine Host obtained a court order on December 30, 1998,
authorizing it to disclose the pendency of this matter to the extent required by
the  Bankruptcy  Code.  The  complaint  does not  specify  the amount of damages
claimed.  Rather,  the former  employee seeks an award of all damages  permitted
under the Federal False Claims Act, including treble damages, a civil penalty of
between $5,000 and $10,000 for each violation of the Act, and attorney's fees.

(e) In September,  1997, Fine Host and its  wholly-owned  subsidiary,  Serv-Rite
Corporation, were named as defendants in a lawsuit brought by a competitor which
Fine Host had been  negotiating  to  acquire.  The  complaint  alleges  tortious
interference  with contract,  breach of contract,  misrepresentation  and fraud,
misappropriation  of trade secrets and RICO  violations.  The plaintiff  alleges
that Fine  Host  breached  the  confidentiality  agreement  it  entered  into by
allegedly using plaintiff's  proprietary information about one of its clients to
bid  against  the   plaintiff  in  order  to  obtain  the  client.   After  Fine
Host/Serv-Rite was awarded the account,  plaintiff  commenced the action seeking
$2.5 million in  compensatory  damages,  punitive  damages,  treble  damages and
attorneys' fees.

(f) In July, 1998 an action was commenced against Fine Host in the United States
District  Court,  Southern  District  of New York  alleging  breach of  contract
arising out of the  Woodstock  II  Festival.  The  plaintiff in the action seeks
$200,000 in compensatory damages, punitive damages and attorneys' fees.

(g) In July,  1998, a former employee of Statewide  Catering,  Inc., a Fine Host
subsidiary,  and her  spouse  sued Fine  Host and an  individual  defendant  for
religious  discrimination.  The  complaint  seeks  $1  million  in  compensatory
damages, $1 million in punitive damages and $100,000 for loss of services.  Fine
Host's employer  practices  liability insurer has disclaimed  coverage (but will
defend) for the claim of the employee's spouse.

(h) In August,  1998, a former owner of Republic  Management  of  Massachusetts,
Inc.  ("Republic"),  a Fine Host  subsidiary,  instituted an action in the Trial
Court of  Massachusetts  against  Fine Host,  Republic  and  certain  individual
defendants alleging breach of contract,  fraudulent inducement, and violation of
Massachusetts wage statutes. The complaint alleges that the defendants failed to
pay plaintiff certain consulting fees, car allowance and other expenses relating
to the consulting agreement he had entered into with Republic.

(i) Fine Host is also involved in certain other legal proceedings  incidental to
the normal  conduct of its  business,  including  wrongful  termination  claims,
claims before the Equal Employment Opportunity  Commission,  and insured claims.
Fine Host does not  believe  that any  liabilities  relating to such other legal
proceedings to which it is a party or the matters described in this subsection 3
are likely to be, individually or in the aggregate, material to its consolidated
financial position or its ability to meet its obligations under the Plan.

                  Each of the foregoing  actions has been stayed as against Fine
Host by reason of the automatic  stay provided in section 362 of the  Bankruptcy
Code.

4.       Insurance

                  Fine Host is the owner of a Directors  and Officers  Liability
Insurance  Policy  Including  Company  Reimbursement,  issued by Executive  Risk
Specialty  Insurance  Company,  covering  claims  in  the  aggregate  amount  of
$10,000,000  and relating to the period from October 1, 1997 through  October 1,
1998, the period covered by the Pending Litigation.  The policy,  subject to its
terms, conditions and exclusions,  provides certain coverage to the officers and
directors of Fine Host and provides for certain  reimbursement  to Fine Host for
indemnification  of directors  and  officers  for claims  relating to the period
covered.  As of the date hereof, Fine Host and officers and directors covered by
the policy have incurred,  and have submitted  requests for reimbursement  under
the  policy  for,  defense  costs  in  the  aggregate  amount  of  approximately
$1,300,000.

V.

                                            THE PLAN OF REORGANIZATION

A.       Introduction

                  Fine Host  believes  that (a)  through  the Plan,  holders  of
Allowed   Unsecured   Claims  and  Allowed   Equity   Interests  will  obtain  a
substantially  greater  recovery  from Fine  Host's  Chapter 11 estate  than the
recovery  which  otherwise  would be  obtained  if the  assets of Fine Host were
liquidated  under Chapter 7 of the Bankruptcy Code, (b) the Plan will dispose of
all potential  liabilities attendant to the Pending Litigations and (c) the Plan
will give  Reorganized  Fine Host the  opportunity  and ability to continue Fine
Host's primary businesses as a viable ongoing enterprise.

                  Only  Allowed  Claims,  that  is  Claims  which  are  not  (a)
contingent,  (b)  unliquidated  in  amount,  or  (c)  subject  to  objection  or
estimation,  and, under certain  circumstances,  Allowed Equity  Interests,  are
entitled to receive distributions under the Plan.

                  THE PLAN IS ANNEXED  HERETO AS EXHIBIT  "A" AND IS AN INTEGRAL
PART OF THIS  DISCLOSURE  STATEMENT.  THE SUMMARY OF THE PLAN SET FORTH BELOW IS
QUALIFIED  IN ITS  ENTIRETY BY  REFERENCE  TO THE FULL TEXT OF THE PLAN.  IN THE
EVENT OF ANY  INCONSISTENCY  BETWEEN THE  PROVISIONS OF THE PLAN AND THE SUMMARY
CONTAINED HEREIN, THE TERMS OF THE PLAN SHALL GOVERN.

B.       Classification and Treatment of Claims and Equity Interests Under the
Plan

1.       Classification

     The Plan divides the Claims  against,  and Equity  Interests  in, Fine Host
into the following classes:

          Unclassified           -          Administrative Expense Claims
          Unclassified           -          Priority Tax Claims
          Class 1                -          Priority Non-Tax Claims
          Class 2                -          Secured Claims
          Class 3                -          Subordinated Note Claims
          Class 4                -          General Unsecured Claims
          Class 5                -          Debenture Rescission Claims
          Class 6                -          6A - Statutorily Subordinated Claims
                                               6B - Equity Interests
2.       Administrative Expense Claims

                  Administrative   Expense  Claims  are  costs  or  expenses  of
administration  of Fine Host's  Chapter 11 Case incurred  prior to the Effective
Date and Allowed under  sections  503(b) and 507(a)(1) of the  Bankruptcy  Code,
including any actual and necessary  costs and expenses of preserving Fine Host's
estate or operating Fine Host's business,  indebtedness or obligations  incurred
or  assumed  by Fine Host  during the  Chapter  11 Case in  connection  with the
conduct  of its  business,  allowances  of  compensation  and  reimbursement  of
expenses to the extent  Allowed by Final Orders  under  section 330 or 503(b) of
the Bankruptcy Code, fees of the Subordinated  Notes Trustee and fees or charges
assessed  against Fine Host's estate under section 1930,  chapter 123, title 28,
United States Code.

                  Fine Host estimates that the Allowed amount of  Administrative
Expense Claims as of the Effective Date will aggregate approximately $11 million
(excluding  professional  fees and expenses referred to below).  Generally,  the
Plan provides that Allowed  Administrative  Expense Claims will be paid in full,
in Cash,  on the  later of the  Effective  Date or the date on which  each  such
Administrative  Expense Claim is Allowed.  Allowed Administrative Expense Claims
representing  liabilities  incurred in the  ordinary  course of business by Fine
Host since the Petition  Date will be paid in full,  in Cash, as they become due
and payable or performed  by  Reorganized  Fine Host in the  ordinary  course of
business  in  accordance  with  the  terms  and  conditions  of  the  particular
transaction and any agreements  relating thereto,  unless otherwise agreed to by
both  parties to each such  transaction.  The $11  million  estimated  amount of
Administrative  Expense  Claims  as  of  the  Effective  Date  is  comprised  of
liabilities  incurred in the ordinary  course of business by Fine Host since the
Petition Date and may include amounts owed by affiliates of Fine Host.

                  All  interim  and  final   payments   to   professionals   for
compensation  and  reimbursement  of  expenses  and all  payments  to  reimburse
expenses  of  members  of the  Creditors'  Committee,  if  any,  will be made in
accordance  with  the  procedures   established  by  the  Bankruptcy  Code,  the
Bankruptcy  Rules and any order of the Bankruptcy  Court.  The Bankruptcy  Court
will review and determine all requests for  compensation  and  reimbursement  of
expenses.

                  Section  503(b)  of the  Bankruptcy  Code  also  provides  for
payment of  compensation to creditors and certain other persons and entities who
have  made  a  "substantial  contribution"  to a  reorganization  case,  and  to
attorneys  and  accountants   for  such  persons  and  entities.   Requests  for
compensation,  including requests under section 503(b),  must be approved by the
Bankruptcy  Court after a hearing on notice at which Fine Host and other parties
in interest may participate and, if appropriate,  object. As of the date of this
Disclosure  Statement,  Fine Host has not been apprised of any party's intention
to make a request under section 503(b) of the Bankruptcy Code.

                  Fine Host estimates that the aggregate  amount of compensation
and  reimbursement of expenses of professionals  that ultimately will be allowed
by the Bankruptcy  Court in the Chapter 11 Case (other than any compensation for
substantial contribution pursuant to section 503(b) of the Bankruptcy Code) will
approximate $3 million.

3.       Priority Tax Claims

                  Priority Tax Claims are Allowed Claims of a governmental  unit
against Fine Host that are entitled to a certain priority in payment pursuant to
section  507(a)(7) of the  Bankruptcy  Code. The Plan provides that each Allowed
Priority Tax Claim,  at the option and  discretion  of Fine Host or  Reorganized
Fine Host,  as the case may be, will be paid (a) in full, in Cash, on or as soon
as reasonably  practicable  after the later of the  Effective  Date and the date
such Claim becomes  Allowed;  (b) on such terms as Fine Host or Reorganized Fine
Host and the holder of such Allowed Claim may agree; or (c) in up to twenty-four
(24) equal  quarterly  installments  commencing on the first (1st)  Business Day
following the date of assessment  of such Allowed  Priority Tax Claim,  together
with interest on the unpaid balance of such Allowed Priority Tax Claim at a rate
to be fixed or approved by the Bankruptcy Court at the Confirmation Hearing.

                  Fine Host  estimates  that  Allowed  Priority  Tax Claims will
aggregate approximately $545,000.

4.       Priority Non-Tax Claims (Class 1) -- Unimpaired

                  Priority  Non-Tax  Claims  are  Unsecured  Claims,  other than
Administrative Expense Claims and Priority Tax Claims, entitled to a priority in
payment pursuant to section 507 of the Bankruptcy Code.

                  Class 1 is unimpaired  under the Plan, and pursuant to section
1126(f) of the Bankruptcy Code, each holder of an Allowed Priority Non-Tax Claim
is conclusively presumed to have accepted the Plan and may not vote with respect
thereto.

                  Treatment.  Each Allowed  Priority  Non-Tax Claim will be paid
either (a) in full,  in Cash,  on the later of the  Effective  Date and the date
such Claim becomes Allowed, or (b) on such other terms as to which Fine Host and
the  holder of such  Allowed  Priority  Non-Tax  Claim may agree.  Any  Priority
Non-Tax  Claim not Allowed as of the  Effective  Date shall be paid in full,  in
Cash,  as soon as  practicable  after the date upon which the  Bankruptcy  Court
order allowing such Claim becomes a Final Order.

                  Fine  Host  estimates  that  there  will  not be  any  Allowed
Priority Non-Tax Claims as of the Effective Date.

5.       Secured Claims (Class 2) - Unimpaired

                  A Secured  Claim is a Claim  against Fine Host that is secured
by a Lien on  Collateral  or that is subject to setoff under  section 553 of the
Bankruptcy  Code, to the extent of the value of the  Collateral or to the extent
of the amount subject to setoff, as applicable, as determined in accordance with
section 506(a) of the Bankruptcy Code.

                  Class 2 is unimpaired  under the Plan, and pursuant to section
1126(f) of the  Bankruptcy  Code,  each  holder of an Allowed  Secured  Claim is
conclusively  presumed to have  accepted  the Plan and may not vote with respect
thereto.

                  Treatment.  On the Effective  Date,  each holder of an Allowed
Secured  Claim will receive one of the following  distributions:  (a) payment of
such  holder's  Allowed  Secured  Claim  in  full,  in  Cash;  (b)  the  sale or
disposition  proceeds of the property  securing any Allowed Secured Claim to the
extent of the value of their  respective  interests  in such  property;  (c) the
surrender to the holder or holders of any Allowed  Secured Claim of the property
securing such Claim;  or (d) such other  distributions  as shall be necessary to
satisfy the requirements of Chapter 11 of the Bankruptcy Code.

                  The manner and  treatment of each Allowed  Secured Claim shall
be determined by Fine Host,  in its sole and absolute  discretion,  on or before
the Confirmation Date, and upon notice to each Secured Creditor.

                  Fine  Host  believes  that  there  are  Secured  Claims in the
approximate aggregate of $746,000.

6.       Subordinated Note Claims (Class 3) -- Impaired

                  Subordinated  Note  Claims  are  Claims  for  the  payment  of
principal and interest with respect to the Subordinated  Notes. On the Effective
Date,  the  Subordinated  Note  Claims will be deemed  allowed in the  aggregate
amount of One Hundred Seventy-Five Million Dollars  ($175,000,000.00),  plus all
accrued and unpaid  interest  thereon to, but not including,  the Petition Date.
The  Subordinated  Note  Claims  include  any  Claims  by  the  holders  of  the
Subordinated Notes for liquidated damages in connection with the alleged failure
of Fine Host to register the Subordinated Notes.

                  Subordinated  Note  Claims are  impaired  under the Plan,  and
pursuant to section 1126(a) of the Bankruptcy  Code, are entitled to vote on the
Plan.

                  Treatment. On the Initial Distribution Date, each holder of an
Allowed  Subordinated  Note Claim shall be entitled to receive such holder's Pro
Rata Share of:

(a) the Creditor Cash,  which is the amount of Fine Host's Cash equal to the sum
of (1) the first Forty-Five Million Dollars  ($45,000,000.00) of Available Cash,
(2)  fifty  percent  (50%) of the  amount of  Available  Cash in excess of Sixty
Million  Dollars  ($60,000,000.00)  and (3) one  hundred  percent  (100%) of the
amount  of  Available  Cash,  if any,  in  excess  of  Seventy  Million  Dollars
($70,000,000.00); and

(b)      9,600,000 shares of Reorganized Fine Host Common Stock.

Assuming an  Effective  Date of April 30,  1999,  Fine Host  estimates  that the
amount of Creditor Cash will be approximately $45 million.

                  Cancellation of Subordinated  Notes: As of the Effective Date,
all notes, agreements, and other documents evidencing the Subordinated Notes and
the  rights  of  the  holders  thereof,   including,   without  limitation,  the
Subordinated Notes and the Subordinated  Notes Indenture,  will be cancelled and
deemed null and void and of no further force and effect, and the holders thereof
shall have no rights, and such instruments shall evidence no rights,  except the
right to receive the distributions provided under the Plan.  Notwithstanding the
foregoing,  such  cancellation  will not impair the rights and duties  under the
Subordinated  Notes Indenture as between the Subordinated  Notes Trustee and the
beneficiaries  of the trust  created  thereby  or as  between  Fine Host and the
Subordinated Notes Trustee.

                  Record  Date  for  Subordinated  Notes:  As at  the  close  of
business on the Record Date,  the transfer  ledgers for the  Subordinated  Notes
will be closed,  and there will be no further  changes in the record  holders of
any Subordinated  Notes.  Distributions  with respect to the Subordinated  Notes
will be made to the Subordinated Notes Trustee for payment to the record holders
of  any  Subordinated  Notes  as  reflected  on the  transfer  ledgers  for  the
Subordinated  Notes as at the close of business on the Record Date. Fine Host or
Reorganized  Fine Host, as the case may be, and the  Subordinated  Notes Trustee
shall have no  obligation to recognize  any transfer of the  Subordinated  Notes
that is not recorded on the transfer  ledgers for the  Subordinated  Notes as of
the close of business on the Record Date. Fine Host and  Reorganized  Fine Host,
as the case may be, and the Subordinated  Notes Trustee will be entitled instead
to  recognize  and deal with,  for all  purposes  hereunder,  only those  record
holders stated on the transfer ledgers of the  Subordinated  Notes Trustee as of
the close of business on the Record Date.

                  Unclaimed Distributions: Within thirty (30) days of the second
and third  anniversaries of the Effective Date,  Reorganized Fine Host will file
with the Bankruptcy Court a list of known holders of unclaimed distributions. On
the first Business Day after the fourth  anniversary of the Effective  Date, all
monies or other property still held for distribution by the  Subordinated  Notes
Trustee  will be returned to  Reorganized  Fine Host by the  Subordinated  Notes
Trustee,  free and  clear of any claim or  interest  of any  nature  whatsoever,
including,  without  limitation,  escheat rights of any governmental  unit under
applicable law.

                  Compensation   of  the   Subordinated   Notes   Trustee:   The
Subordinated  Notes Trustee will be  compensated  by  Reorganized  Fine Host for
services rendered during the period up to and including the Initial Distribution
Date, including the reasonable compensation,  disbursements, and expenses of the
agents and legal counsel of the  Subordinated  Notes Trustee in connection  with
the performance of its duties described herein upon the presentation of invoices
and shall be indemnified by Reorganized  Fine Host for any loss,  liability,  or
expense  incurred by it in connection with the performance of such duties to the
same  extent  and in the same  manner  as  provided  in the  Subordinated  Notes
Indenture. Upon the payment in full of the fees and expenses of the Subordinated
Notes Trustee,  the Subordinated Notes Trustee's lien on the distribution to the
holders of the Subordinated Notes shall be released and extinguished.

                  Allocation of Distributions:  Any distributions  received by a
holder of an Allowed  Subordinated  Note Claim shall be  allocated  first to the
principal  portion of such Claim to the extent thereof,  and thereafter,  to the
portion of such Claim, if any, representing accrued interest.

7.       General Unsecured Claims (Class 4) -- Unimpaired

                  General  Unsecured  Claims are  Unsecured  Claims other than a
Subordinated  Note  Claim,  a  Debenture   Rescission  Claim  or  a  Statutorily
Subordinated Claim.

                  Class 4 is unimpaired  under the Plan, and pursuant to section
1126(f) of the  Bankruptcy  Code,  each holder of an Allowed  General  Unsecured
Claim is  conclusively  presumed to have accepted the Plan and may not vote with
respect thereto.

                  Treatment.  On the Effective  Date,  each holder of an Allowed
General Unsecured Claim, including, without limitation, General Unsecured Claims
arising  from or relating to  trade/vendor  indebtedness  and  acquisition  debt
claims shall, at the sole election of Fine Host and to the extent not previously
paid pursuant to an Order of the Bankruptcy Court, (a) receive distributions, in
Cash, in the full amount of such Allowed General  Unsecured Claim, (b) have such
Allowed  General  Unsecured  Claim treated in  accordance  with its terms in the
ordinary  course of business or (c) receive such  treatment to otherwise  render
such Allowed General Unsecured Claim unimpaired.

                  Fine Host estimates that Allowed General  Unsecured  Claims as
of the Petition Date were in the approximate  aggregate amount of $11 million.16
Pursuant to an order of the Bankruptcy Court, dated January 7, 1999, all of such
Claims were or are being paid in accordance with their terms during the pendency
of the Chapter 11 Case.

8.       Debenture Rescission Claims (Class 5) -- Impaired

                  Debenture  Rescission  Claims  are any  Claims  of a holder or
former holder of a Subordinated  Note for  rescission,  damages or diminution in
value, if any,  including any Claims by any such Entity arising from or relating
to the disclosure of Fine Host's alleged accounting irregularities,  and, to the
extent not assumed in  accordance  with the  provisions  of Section  17.4 of the
Plan, any Claim of any Entity for reimbursement, contribution or indemnification
in connection with any of the foregoing.

                  Debenture  Rescission  Claims are impaired under the Plan, and
pursuant to section 1126(a) of the Bankruptcy  Code, are entitled to vote on the
Plan.

                  Treatment.

(a) On the Initial  Distribution  Date,  and provided  acceptance of the Plan by
holders  within  Class  3 of the  Plan,  each  holder  of an  Allowed  Debenture
Rescission  Claim shall be entitled to receive  such  holder's Pro Rata Share of
Litigation  Trust  Interests,  representing  seventy-five  percent  (75%) of the
Litigation Trust, in accordance with Article XVI of the Plan. FINE HOST MAKES NO
REPRESENTATION  AS TO THE VALUE OF THE LITIGATION  TRUST CLAIMS OR WHETHER THERE
WILL BE ANY DISTRIBUTIONS MADE TO HOLDERS OF LITIGATION TRUST INTERESTS.

(b) On the  Final  Distribution  Date  and  provided  acceptance  of the Plan by
holders  within  Class  3 of the  Plan,  each  holder  of an  Allowed  Debenture
Rescission Claim shall be entitled to receive such holder's Pro Rata Share of:

(i)      300,000 shares of Reorganized Fine Host Common Stock; and

(ii)                                New Warrants to purchase  750,000  shares of
                                    Reorganized Fine Host Common Stock,  subject
                                    to  dilution  on account  of the  Management
                                    Options.

                  Limitation on Recovery.  Notwithstanding anything contained in
the  Plan  to the  contrary,  in the  event  that  the  sum  of  (a)  the  value
attributable  to  Reorganized  Fine Host Common Stock and the New Warrants to be
distributed to each holder of an Allowed Debenture Rescission Claim, as provided
in the Disclosure  Statement or as otherwise determined by the Bankruptcy Court,
and (b) the distributions  from the Litigation Trust to such holder are equal to
one hundred percent (100%) of such holder's Allowed Debenture  Rescission Claim,
then the Litigation  Trust Interests  attributable to such holder will be deemed
redistributed to holders of Allowed Statutorily  Subordinated Claims and Allowed
Equity Interests in Class 6 on the same ratable basis as the  distributions  are
allocated  between  Sub-Classes  6A and 6B in accordance  with the provisions of
Article IX of the Plan.

                  Subordinated  Note Claim  Distributions:  Notwithstanding  the
distributions  to be made  pursuant  to  Article  VI of the Plan to  holders  of
Allowed  Subordinated Note Claims,  each holder of an Allowed  Subordinated Note
Claim which also holds an Allowed Debenture  Rescission Claim may participate in
the distributions to be made to holders of Allowed  Debenture  Rescission Claims
pursuant to Section 8.1 of the Plan based upon a Claim equal to the total amount
of  such  holder's  Allowed  Subordinated  Note  Claim  less  the  value  of the
consideration  received  on  account  of such  Allowed  Subordinated  Note Claim
pursuant  to Article VI of the Plan,  with the shares of  Reorganized  Fine Host
Common  Stock  distributed  pursuant  to  Article VI of the Plan to be valued as
provided  in  the  Disclosure  Statement  or  as  otherwise  determined  by  the
Bankruptcy Court.

                  No Right to Distributions.  Notwithstanding anything contained
in the Plan to the  contrary,  in the  event  that  Class 3  (Subordinated  Note
Claims) does not accept the Plan,  no  distribution  of any kind will be made to
holders of Allowed Debenture  Rescission Claims, and consistent  therewith,  the
Litigation Trust will not be created.

                  As of the Bar Date,  Debenture  Recission  Claims in excess of
$175,000,000 were filed with the Bankruptcy  Court. As requested,  Fine Host has
provided a copy of each  proof of claim  filed  with  respect  to the  Debenture
Recission Claims to the plaintiffs in the Subordinated Note Action.  Without the
commencement of a claims reconciliation process, including,  without limitation,
determining  whether Debenture Recission Claims were validly assigned to holders
of  Subordinated  Note Claims,  Fine Host is unable to estimate  what may be the
aggregate amount of Allowed Debenture Rescission Claims.

9.       Class 6 - Statutorily Subordinated Claims (Sub-Class 6A) and Equity 
Interests (Sub-Class 6B)-- Impaired
----------------------------------------------------------------------------

                  Statutorily  Subordinated  Claims  are  any  Claims  that  are
subject to subordination under section 510(b) of the Bankruptcy Code, including,
without limitation, any and all Claims of a holder or former holder of an equity
interest in Fine Host for  rescission,  damages or diminution in value,  if any,
arising from or relating to the  disclosure  of Fine Host's  alleged  accounting
irregularities  (including any and all Claims  asserted or which could have been
asserted against Fine Host in the Class Action) and including, to the extent not
assumed in accordance with the provisions of Section 17.4 of the Plan, any Claim
of any Entity for  reimbursement,  indemnity or  contribution in connection with
any of the foregoing;  provided,  however, that Statutorily  Subordinated Claims
shall not include Debenture Rescission Claims.

                  Equity Interests are interests in Fine Host represented by (i)
one of the 9,047,970 issued and outstanding shares of common stock of Fine Host,
(ii) any Stock Option or other right arising from or related to the Stock Option
Plans or (iii) any other equity interest in Fine Host.

                  To the  extent  that a holder  of a  Statutorily  Subordinated
Claim is a holder of an Equity Interest,  such holder will receive distributions
under Sub-Class 6A and Sub-Class 6B. Such distributions shall be based upon such
holder's pro rata share within each sub-class.

                  Statutorily  Subordinated  Claims  and  Equity  Interests  are
impaired under the Plan and,  pursuant to section 1126 of the  Bankruptcy  Code,
are deemed to have rejected the Plan.

            Treatment of Allowed Statutorily Subordinated Claims (Sub-Class 6A):

(a) On the Initial  Distribution  Date,  and provided  acceptance of the Plan by
holders  within  Classes  3  and 5 of  the  Plan,  each  holder  of  an  Allowed
Statutorily  Subordinated Claim shall be entitled to receive, in accordance with
Section 16.4 of the Plan, a  distribution  equal to such holder's Pro Rata Share
of  the  Statutorily  Subordinated  Claim  Percentage  of (i)  Litigation  Trust
Interests  representing  twenty-five  percent (25%) of the Litigation  Trust and
(ii) such additional Litigation Trust Interests,  if any, as provided in Section
8.2 of the  Plan.  FINE  HOST  MAKES NO  REPRESENTATION  AS TO THE  VALUE OF THE
LITIGATION  TRUST  CLAIMS OR  WHETHER  THERE WILL BE ANY  DISTRIBUTIONS  MADE TO
HOLDERS OF LITIGATION TRUST INTERESTS.

(b) On the Final  Distribution  Date,  and  provided  acceptance  of the Plan by
holders  within  Classes  3  and 5 of  the  Plan,  each  holder  of  an  Allowed
Statutorily Subordinated Claim shall be entitled to receive a distribution equal
to such holder's Pro Rata Share of the Statutorily Subordinated Percentage of:

(i)      100,000 shares of Reorganized Fine Host Common Stock; and

(ii)                                New Warrants to purchase  250,000  shares of
                                    Reorganized Fine Host Common Stock,  subject
                                    to  dilution  on account  of the  Management
                                    Options.

                  Treatment of Allowed Equity Interests (Sub-Class 6B):

(a) On the Initial  Distribution  Date,  and provided  acceptance of the Plan by
holders  within  Classes 3 and 5 of the Plan,  each holder of an Allowed  Equity
Interest  shall be entitled to receive,  in accordance  with Section 16.4 of the
Plan,  a  distribution  equal  to such  holder's  Pro Rata  Share of the  Equity
Interest Percentage of (i) Litigation Trust Interests  representing  twenty-five
percent (25%) of the Litigation Trust and (ii) such additional  Litigation Trust
Interests,  if any, as  provided in Section 8.2 of the Plan.  FINE HOST MAKES NO
REPRESENTATION  AS TO THE VALUE OF THE LITIGATION  TRUST CLAIMS OR WHETHER THERE
WILL BE ANY DISTRIBUTIONS MADE TO HOLDERS OF LITIGATION TRUST INTERESTS.

(b) On the Final  Distribution  Date,  and  provided  acceptance  of the Plan by
holders  within  Classes 3 and 5 of the Plan,  each holder of an Allowed  Equity
Interest shall be entitled to receive a distribution  equal to such holder's Pro
Rata Share of the Equity Interest Percentage of:

              (i)     100,000 shares of Reorganized Fine Host Common Stock; and

             (ii)     New Warrants to purchase  250,000  shares of
                      Reorganized Fine Host Common Stock,  subject
                      to  dilution  on account  of the  Management
                      Options.

                  The  "Statutorily   Subordinated  Claim  Percentage"  and  the
"Equity  Interest  Percentage"  are  allocations  the  Debtor  has  made  in its
reasonable  judgment to reflect a fair  allocation  as between  Sub-Class 6A and
Sub-Class 6B of the aggregate consideration,  if any, to be distributed to Class
6 under the Plan. The Statutorily Subordinated Claim Percentage allocates 60% of
such aggregate  consideration to Sub-Class 6A and the Equity Interest Percentage
allocates 40% of such  aggregate  consideration  to Sub-Class 6B. The Debtor has
not attempted to precisely quantify this allocation but believes that it is fair
and reasonable to attribute a slightly  higher  allocation to Sub-Class 6A based
upon the nature of the claims within such Sub-Class.

                  Impact of Plan on Holders of Less Than 115 Shares of Fine Host
Common Stock:  If an Entity owns less than 115 shares of Fine Host common stock,
pursuant  to the  operation  of Section  14.4 of the Plan,  such Entity will not
receive any distribution under the Plan on account of such shares.

                  Cancellation  of Existing Equity  Interests:  On the Effective
Date, all Equity  Interests will be deemed  extinguished and the certificates or
other  documents   representing  such  Equity  Interests,   including,   without
limitation, Stock Options, will be cancelled and of no force and effect.

                  No Right to Distributions.  Notwithstanding anything contained
in the Plan to the contrary, in the event that either Class 3 (Subordinated Note
Claims) or Class 5 (Debenture  Rescission  Claims) does not accept the Plan,  no
distribution  of any  kind  will be  made  to  holders  of  Allowed  Statutorily
Subordinated  Claims and Allowed Equity Interests,  and the amount of Litigation
Trust  Interests,  if any,  to be  distributed  to holders of Allowed  Debenture
Rescission  Claims  pursuant to Article  VIII of the Plan shall be  increased to
100%.

C.       Merger of Corporate Entities

                  In connection with the consummation of the Plan, Fine Host and
certain of its subsidiaries  and/or  affiliates may merge. Any such mergers will
not  have a  material  impact  on  Reorganized  Fine  Host's  operations  or the
implementation and execution of the Plan.

D.       Reorganized Fine Host Matters

1.       Governance and Management of Reorganized Fine Host

                  On the Effective Date, the  management,  control and operation
of Reorganized Fine Host will become the general  responsibility of the Board of
Directors of Reorganized Fine Host.

2.       Board of Directors of Reorganized Fine Host

                  As  of  the  Effective   Date,   the  Board  of  Directors  of
Reorganized Fine Host shall be such persons as shall be designated by the Ad Hoc
Committee.  Thereafter,  the terms and manner of selection  of the  directors of
Reorganized  Fine  Host  will  be  as  provided  in  the  Amended  and  Restated
Certificate of  Incorporation of Reorganized Fine Host and the Amended Bylaws of
Reorganized  Fine Host, as the same may be amended.  The identity of the initial
members of the Board of Directors of Reorganized  Fine Host and the compensation
to be paid to the non-management  members of the initial Board of Directors will
be disclosed at, or immediately prior to, the Confirmation Hearing.

3.       Management

                  As of the date hereof, the following  individuals serve as the
senior officers and managers of Fine Host and at the listed levels of annualized
compensation:
                                       
<TABLE>
<CAPTION>

         Name                             Title                      Compensation        Start of Service
<S>                     <C>                                          <C>                     <C>    

William Forrest          President,                                   $400,000.00             12/98 (17)       
                         Chief Executive Officer,
                         Chief Operating Officer
Richard Hall             Senior Vice President,                       $200,000.00              9/98
                         Chief Accounting Officer,
                         Treasurer
Mark Simkess             Group President - Education and              $185,000.00              3/97
                         Business Restaurants Division
Chris Verros             Group President - Recreation                 $170,000.00              7/93
                         and Leisure Division
Perry Rynders            Group President - Health and                 $160,000.00              8/97
                         Corrections Division
</TABLE>

(17) In addition, Mr. Forrest provided services to Fine Host for approximately
one year prior to his appointment as an independent consultant retained by
Buccino & Associates.

                While  Fine  Host does not  anticipate  that  there  will be a
change in the above-listed management personnel,  there can be no assurance that
such personnel will not be replaced or removed after the Effective Date.

4.       Employment Contracts

                  On or before the Effective Date,  Reorganized  Fine Host shall
enter into employment  contracts with the those individuals set forth in Exhibit
"A" to the Plan  and  upon  such  terms  as to  which  Fine  Host and the Ad Hoc
Committee  (or,  after the Effective  Date) the  Reorganized  Fine Host Board of
Directors may agree. Such contracts shall automatically  become effective on the
Effective Date.

5.       Management Options

                  APPROVAL   OF  THE  PLAN  WILL  BE  DEEMED  AN   APPROVAL   OR
RATIFICATION,  AS THE CASE MAY BE, OF A STOCK OPTION PLAN,  SUBSTANTIALLY IN THE
FORM INCLUDED IN THE PLAN SUPPLEMENT (THE "MANAGEMENT OPTION PLAN"), PURSUANT TO
WHICH  THE  MANAGEMENT  OPTIONS  WILL BE  GRANTED.  The  principal  terms of the
Management Options were negotiated by the Ad Hoc Committee, Fine Host and Gerald
Buccino,  as then President and Chief Executive Officer,  on behalf of the Board
of  Directors  of Fine Host and are set forth in  Exhibit  "A" to the Plan.  The
Management  Option Plan is intended to provide  incentives  that will retain and
motivate key employees of Reorganized Fine Host. The Management Option Plan will
be adopted prior to the  Effective  Date by the Board of Directors of Fine Host,
although no options will be granted until the  Effective  Date.  The  Management
Option Plan automatically shall become effective on the Effective Date. Up to an
aggregate of thirteen  percent (13%) of the  outstanding  shares of  Reorganized
Fine Host Common Stock on a  fully-diluted  basis  (including  the New Warrants)
will be granted under the Management Option Plan.

                  The Management Options shall vest in four (4) tranches on each
of the Effective Date and the first three anniversaries thereof as follows:

                           Effective Date            -  3 1/3%
                           First Anniversary         -  3 1/3%
                           Second Anniversary        -  3 1/3%
                           Fourth Anniversary        -  3%

The Management Options shall be exercisable for a period of seven (7) years from
the date of vesting for each and carry a strike price equal to (a) for the first
tranche,  Ten Dollars  ($10.00) per share of Reorganized Fine Host Common Stock,
(b) for the second  tranche,  Eleven  Dollars  ($11.00) per share of Reorganized
Fine Host Common Stock,  (c) for the third tranche,  Twelve Dollars ($12.00) per
share of  Reorganized  Fine Host Common Stock,  and (d) for the fourth  tranche,
Thirteen Dollars ($13.00) per share of Reorganized Fine Host Common Stock.

                  Management  Options to purchase up to 8% of  Reorganized  Fine
Host  Common  Stock shall be  distributed  to the  Reorganized  Fine Host Senior
Managers  named on Exhibit "A" to the Plan on the  Effective  Date and allocated
prior  thereto  in  accordance  with  the sole and  absolute  discretion  of the
Debtor's Board of Directors. As of the date hereof, no decision has been made as
to the method or amount of  allocations.  Unless  Mr.  Forrest  is  retained  by
Reorganized Fine Host and receives  Management Options, no current member of the
Board of  Directors  of Fine Host will receive  Management  Options.  Management
Options to purchase  up to 5% of  Reorganized  Fine Host  Common  Stock shall be
reserved for future  distribution  to,  among  others,  Reorganized  Fine Host's
President and Chief  Executive  Officer and be granted and allocated in the sole
and  absolute   discretion  of  Reorganized  Fine  Host's  Board  of  Directors.
Notwithstanding  the  timing  of  distribution,  the  Management  Options  to be
distributed by the Debtor's Board of Directors and Reorganized Fine Host's Board
of Directors, respectively, shall be allocated, on a pro rata basis, across each
of the four (4) tranches set forth above.

                  As detailed below, see Reorganization Value below, Fine Host's
financial  advisor  assumes that the impact on the equity  value of  Reorganized
Fine Host from the issuance of the  Management  Options  would be minimal.  This
assumption  is based on,  among  other  reasons,  the fact that there is minimal
economic  dilution given that the strike price of 75% of the Management  Options
is higher than the midpoint  value of $10.70 per share (the remaining 25% of the
Management Options have a $10.00 strike price) assumed for Reorganized Fine Host
Common Stock.

                  Fine  Host  is  not   relying  on  the   exemption   from  the
registration  requirements  of the federal  securities laws set forth in section
1145 of the  Bankruptcy  Code for the offering  and  issuance of the  Management
Options and the shares of  Reorganized  Fine Host common stock  issued  pursuant
thereto.  As a result,  the offering and issuance of the Management  Options and
the shares of Reorganized Fine Host common stock issued pursuant thereto will be
made by Reorganized Fine Host in compliance with federal securities laws.

                  Federal Tax Consequences of Management Options

                  THE  STATEMENTS IN THE  FOLLOWING  PARAGRAPHS OF THE PRINCIPAL
FEDERAL INCOME TAX  CONSEQUENCES OF OPTIONS GRANTED UNDER THE MANAGEMENT  OPTION
PLAN  ARE  BASED  ON  STATUTORY   AUTHORITY  AND  JUDICIAL  AND   ADMINISTRATIVE
INTERPRETATIONS,  AS OF THE DATE OF THIS DISCLOSURE STATEMENT, WHICH ARE SUBJECT
TO CHANGE AT ANY TIME (POSSIBLY WITH RETROACTIVE  EFFECT).  THE LAW IS TECHNICAL
AND COMPLEX AND THE DISCUSSION BELOW REPRESENTS ONLY A GENERAL SUMMARY.

                  The Management  Options  granted under the  Management  Option
Plan will be either "incentive stock options" under Section 422(b) of the IRC or
non-  qualified  stock  options.  In this  regard,  a vote in favor  the Plan is
intended to be treated as a vote by the holders of Reorganized  Fine Host Common
Stock in favor of the  Management  Option Plan for purposes of Section 422(b) of
the IRC. There is no assurance,  however,  that such vote would be so respected,
in which event none of the Management  Options would qualify as incentive  stock
options.  In  addition,  among  other  requirements  necessary  to qualify as an
incentive  stock option,  a stock option must have an exercise price that is not
less than the fair market value of the underlying stock at the time of grant.

(1)      Incentive Stock Options

                  A deduction  will not be allowed to  Reorganized  Fine Host or
any of its  subsidiaries  for federal  income tax  purposes  with respect to the
grant or exercise of a Management Option qualifying as an incentive stock option
or the  disposition,  after the expiration of the applicable  holding period (as
specified  in Section 422 of the IRC),  of the shares of  Reorganized  Fine Host
Common Stock acquired upon exercise of such Management Option. In the event of a
disposition  of such shares prior to the  expiration of the  applicable  holding
period (a "disqualifying  disposition"),  a federal income tax deduction will be
allowed  to  Reorganized  Fine Host in an amount  equal to the  ordinary  income
included in gross income by the optionee,  provided that such amount constitutes
an ordinary  and  necessary  business  expense to  Reorganized  Fine Host and is
reasonable and the limitations of Sections 162(m) and 280G of the IRC (discussed
below) do not apply.

                  An employee who exercises a Management Option qualifying as an
incentive stock option by delivering shares previously  acquired pursuant to the
exercise of a Management  Option that qualified as an incentive  stock option is
treated as making a  disqualifying  disposition  of such shares if the  employee
delivers such shares before the expiration of the applicable holding period with
respect to such shares. Upon the exercise of a Management Option with previously
acquired shares as to which no disqualifying disposition occurs, it would appear
that  the  employee  would  not  recognize  gain or loss  with  respect  to such
previously acquired shares.

(2)      Non-Qualified Stock Options ("NQSO")

                  A NQSO is an option  that does not  qualify  as an  "incentive
stock option" under Section 422(b) of the IRC. An individual who receives a NQSO
will not  recognize any taxable  income upon the grant of such NQSO.  Generally,
upon  exercise  of a NQSO,  an  individual  will be treated  as having  received
ordinary income in an amount equal to the excess of the fair market value of the
shares of stock at the time of exercise over the exercise price.

                  The ordinary income recognized with respect to the transfer of
shares of  Reorganized  Fine Host Common Stock upon exercise of a NQSO under the
Management  Option Plan will be subject to both wage  withholding and employment
taxes.  In addition to the customary  methods of satisfying the  withholding tax
liabilities that arise upon the exercise of a NQSO, if an individual may satisfy
the liability in whole or in part by tendering other shares of Reorganized  Fine
Host Stock  owned by the  individual,  such  shares will be valued at their fair
market value as of the date the tax obligation arises.

                  A deduction for federal income tax purposes will be allowed to
Reorganized Fine Host or a subsidiary thereof in an amount equal to the ordinary
income  included  in gross  income  by the  individual  in  connection  with the
exercise of such option,  provided that such amount  constitutes an ordinary and
necessary  business  expense and is reasonable  and the  limitations of Sections
162(m) and 280G of the IRC do not apply.

(3)      Change in Control

                  Upon a "change in control" of Reorganized  Fine Host, the then
outstanding  options  under  the  Management  Option  Plan  shall  become  fully
exercisable.  In general,  if the total amount of payments to optionees that are
contingent  upon a "change of control" of  Reorganized  Fine Host (as determined
for purposes of Section 280G of the IRC),  including  payments upon the exercise
of  options  under the  Management  Option  Plan  that  vest  upon a "change  of
control,"   equals  or  exceeds  three  times  the  recipient's   "base  amount"
(generally,  such  recipient's  average annual  compensation  for the five years
preceding  the change in  control),  then,  subject to certain  exceptions,  the
payments may be treated as "parachute  payments"  under the IRC, in which case a
portion of such payments would be nondeductible to Reorganized Fine Host and the
recipient  would be subject to a 20% excise tax on such portion of the payments.
No  assurance  can be given  that  the  Management  Options  granted  under  the
Management Option Plan will not be subject to Section 280G of the IRC.

(4)      Certain Limitations on Deductibility of Executive Compensation

                  With certain  exceptions,  Section  162(m) of the IRC denies a
deduction  to  publicly  held  corporations  for  compensation  paid to  certain
executive  officers  in excess of $1 million  per  executive  per  taxable  year
(including,  in some cases, any deduction with respect to the exercise of a NQSO
or the  disqualifying  disposition of stock  purchased  pursuant to a Management
Option).  One such  exception  to Section  162(m) of the IRC  applies to certain
performance-based compensation. It is unclear whether compensation payable under
the  Management  Option Plan will qualify for an exception to the Section 162(m)
limitations.

6.       Reorganized Fine Host Credit Agreement

                  On the Effective Date, and solely to the extent  determined by
Fine Host to be in the best interests of Reorganized Fine Host, Reorganized Fine
Host will be authorized to execute and deliver the Reorganized  Fine Host Credit
Agreement,  without  any further  order of the  Bankruptcy  Court.  Fine Host is
currently  in  negotiations  with  several  prospective  Reorganized  Fine  Host
Lenders.  However,  as of the date hereof,  Fine Host does not have an agreement
with any lender as to the terms of a Reorganized Fine Host Credit Agreement. The
execution of a Reorganized  Fine Host Credit  Agreement and the advance of funds
thereunder  is  not  necessary  for  the   consummation   of  the   transactions
contemplated by the Plan.

E.       Securities to Be Issued Pursuant to Plan

1.       Reorganized Fine Host Common Stock

                  Pursuant to the Plan, on the Effective Date, 20 million shares
of Reorganized Fine Host Common Stock will be authorized under  Reorganized Fine
Host's  Certificate of Incorporation.  Of such authorized  shares, (a) 9,600,000
shares,  representing  approximately 96% of the issued and outstanding shares of
Reorganized  Fine Host Common  Stock will be  distributed  to holders of Allowed
Claims in Class 3; (b) if Creditors in Class 3 vote to accept the Plan,  300,000
shares,  representing  approximately 3% of the issued and outstanding  shares of
Reorganized  Fine Host Common  Stock will be  distributed  to holders of Allowed
Claims in Class 5; and (c) if  Creditors  in both Classes 3 and 5 vote to accept
the Plan,  100,000  shares,  representing  approximately  1% of the  issued  and
outstanding  shares of Reorganized Fine Host Common Stock will be distributed to
holders of Allowed Claims and Allowed Equity Interests in Class 6. Each share of
Reorganized  Fine Host  Common  Stock  will  entitle  its holder to one vote and
holders of such stock will have the right to participate  proportionately in any
dividends  distributed  by  Reorganized  Fine Host.  All of such shares shall be
subject to dilution  by the  Management  Options and by the  exercise of the New
Warrants.

2.       New Warrants

                  Pursuant to the Plan,  Reorganized Fine Host will issue (a) if
Creditors  in Class 3 vote to accept the Plan,  to holders of Allowed  Claims in
Class 5, New Warrants to purchase 750,000 shares of Reorganized Fine Host Common
Stock, representing  approximately 6.82% of the issued and outstanding shares of
Reorganized  Fine Host Common Stock  before  dilution,  at a per share  exercise
price (the  "Exercise  Price")  equal to the  quotient of (i) $175  million plus
accrued  interest minus the Creditor Cash,  divided by (ii) the aggregate number
of shares of  Reorganized  Fine Host  Common  Stock to be issued to  holders  of
Allowed  Claims and Allowed  Equity  Interests  pursuant to the Plan; and (b) if
Creditors in both Classes 3 and 5 vote to accept the Plan, to holders of Allowed
Claims and Allowed Equity Interests in Class 6, New Warrants to purchase 250,000
shares of Reorganized Fine Host Common Stock,  representing  approximately 2.27%
of the issued and  outstanding  shares of  Reorganized  Fine Host  Common  Stock
before dilution,  at a per share exercise price equal to the Exercise Price. The
New Warrants will expire on the second  anniversary  of the  Effective  Date and
will be governed by a Warrant  Agreement  contained in the Plan Supplement.  The
shares which may be  purchased  pursuant to the exercise of the New Warrants are
subject to dilution by the Management Options.

                  Based upon the assumed value of  Reorganized  Fine Host Common
Stock of $10.70, the New Warrants will have no intrinsic value until Reorganized
Fine  Host  Common  Stock  appreciates  to a per  share  price  of  $13.19.  The
likelihood of such appreciation  cannot be determined at this time and there can
be no assurance that it will occur.

3.       Securities Law Matters

                  In  reliance   upon  an   exemption   from  the   registration
requirements of the Securities Act and equivalent state securities laws afforded
by section 1145 of the Bankruptcy  Code,  Reorganized Fine Host Common Stock and
New  Warrants  to be issued on the  Effective  Date as  provided in the Plan and
Reorganized  Fine  Host  Common  Stock to be  issued  upon  exercise  of the New
Warrants will be exempt from the registration requirements of the Securities Act
and  equivalent  state  securities  laws.  Section 1145 of the  Bankruptcy  Code
generally  exempts  from  such  registration  the  offer  or sale of a  debtor's
securities  or an affiliate  of, or a successor to, Fine Host under a chapter 11
plan if such securities are offered or sold in exchange for a claim against,  or
interest in, or an administrative expense claim against, such debtor.

                  Fine Host believes that the exchange of Reorganized  Fine Host
Common Stock and New Warrants for Claims against or interests in Fine Host under
the circumstances provided in the Plan would satisfy the requirements of section
1145(a).  Thus,  the shares of  Reorganized  Fine Host Common  Stock and the New
Warrants  issued  pursuant to the Plan on the Effective  Date would be deemed to
have been issued in a registered  public  offering under the Securities Act and,
therefore,  could be resold by any holder thereof without registration under the
Securities  Act  pursuant to the  exemption  provided by Section  4(1)  thereof,
unless the holder is an "underwriter"  with respect to such securities,  as that
term is defined in  section  1145(b)(1)  of the  Bankruptcy  Code (a  "statutory
underwriter").  In addition,  such  securities  generally could be resold by the
recipients  thereof without  registration  under state  securities or "blue sky"
laws  pursuant  to various  exemptions  provided by the  respective  laws of the
several  states.  However,  recipients of  securities  issued under the Plan are
advised to consult  with their own  counsel as to the  availability  of any such
exemption from  registration  under state  securities laws in any given instance
and as to any applicable requirements or conditions to the availability thereof.

                  With respect to the Litigation  Trust, Fine Host believes that
(i) the  Litigation  Trust is a  "successor"  to Fine Host within the meaning of
section  1145(a)(1)  of the  Bankruptcy  Code and (ii) the offer and sale of the
Litigation  Trust  Interests in the  Litigation  Trust  otherwise  satisfies the
requirements   of  such  section  (to  the  extent  such  interests   constitute
"securities" within the meaning of the Securities Act). In connection with prior
cases  under the  Bankruptcy  Code,  the  staff of the SEC has  taken  no-action
positions  with  respect  to the  nonregistration  under the  Securities  Act of
interests  issued  under a plan of  reorganization  by a  liquidating  entity to
former holders of claims or interests in a debtor,  where such entity is subject
to the jurisdiction of a bankruptcy court and is organized to liquidate,  within
a reasonable period of time, certain assets of such debtor and to distribute the
proceeds  thereof to the holders of such interests.  Various  theories have been
advanced to justify the related no-action requests, including the view that such
a  liquidating  entity  constitutes  a  "successor"  to the debtor under section
1145(a)(1) of the Bankruptcy Code and that the securities  issued by such entity
are exempt from registration under the Securities Act by virtue of such section.
Fine  Host  believes  that the  organization  of the  Litigation  Trust  and the
issuance of the Litigation  Trust  Interests  pursuant to the Plan is consistent
with the relevant facts set forth in such no-action requests.

                  In connection with prior cases under the Bankruptcy  Code, the
SEC also has taken no-action  positions with respect to the nonregistration of a
liquidating  entity under the  Investment  Company Act of 1940,  as amended (the
"Investment  Company Act"),  where certain  conditions  were met,  including (i)
where such liquidating  entity (a) existed solely to liquidate its assets and to
distribute the proceeds  thereof to its  beneficiaries,  (b) was prohibited from
conducting  a trade or  business  and from  making any  investments,  except for
temporary   investments   pending   distribution  of  liquidation   proceeds  to
beneficiaries,  (c) did not hold  itself out to be an  investment  company,  but
rather,  a liquidating  entity in the process of liquidation,  (d) was under the
continuing  jurisdiction of a bankruptcy  court, and (e) terminated on or before
the third anniversary of its effective date, unless extended by of its effective
date, unless extended by the bankruptcy court, and (ii) to the extent beneficial
interests in such entity were  transferable,  (a) such interests were not listed
on any national  securities  exchange or the Nasdaq National Market, (b) neither
such entity nor its management  engaged the services of any active market maker,
facilitated the development of an active trading market or encouraged  others to
do so, placed any  advertisements  in the media  promoting  investments  in such
entity,  or  collected  or  published  information  about  prices at which  such
interest  might be  transferred,  (c) an active trading market in such interests
was unlikely to develop,  and (d) such entity complied with the registration and
reporting  requirements  of the Exchange Act. The  Litigation  Trust will comply
with the registration  and reporting  requirements of the Exchange Act, and Fine
Host  believes  that each of the  foregoing  conditions  will be satisfied  with
respect to the Litigation Trust.

                  Section 1145(b) of the Bankruptcy  Code defines  "underwriter"
for purposes of the  Securities Act as one who (a) purchases a claim with a view
to distribution of any security to be received in exchange for the claim, or (b)
offers  to  sell  securities  issued  under  a plan  for  the  holders  of  such
securities,  or (c) offers to buy  securities  issued  under a plan from persons
receiving  such  securities,  if  the  offer  to  buy is  made  with  a view  to
distribution of such securities,  or (d) is an issuer (in this case, Reorganized
Fine  Host)  of the  securities  within  the  meaning  of  Section  2(11) of the
Securities Act.

                  The term "issuer" is defined in Section 2(4) of the Securities
Act;  however,  the  reference  (contained  in  section   1145(b)(1)(D)  of  the
Bankruptcy  Code) to Section 2(11) of the  Securities Act purports to include as
statutory  underwriters all persons who, directly or indirectly,  through one or
more  intermediaries,  control,  are  controlled by, or are under common control
with,  an issuer of  securities.  "Control"  (as  defined  in Rule 405 under the
Securities Act) means the possession, direct or indirect, of the power to direct
or cause  the  direction  of the  policies  of a  person,  whether  through  the
ownership of voting  securities,  by contract,  or  otherwise.  Accordingly,  an
officer or director of a reorganized  debtor or its  successor,  under a plan of
reorganization  (i.e.,  Reorganized  Fine  Host) may be deemed to be a  "control
person" of such debtor or successor,  particularly if the management position or
directorship  is coupled  with  ownership  of a  significant  percentage  of the
reorganized  debtor's  or  its  successor's  voting  securities.  Moreover,  the
legislative  history of section  1145 of the  Bankruptcy  Code  suggests  that a
creditor who owns at least ten (10%) of the  securities of a reorganized  debtor
is a presumptive "control person" of Fine Host.

                  To the extent that persons deemed to be "underwriters" receive
Reorganized Fine Host Common Stock or New Warrants pursuant to the Plan, resales
by such  persons  would not be exempted by section 1145 of the  Bankruptcy  Code
from  registration  under the Securities Act or other  applicable law.  Entities
deemed  to be  statutory  underwriters  for  purposes  of  section  1145  of the
Bankruptcy Code may, however,  be able to sell securities  without  registration
pursuant to the resale  provisions  of Rule 144A and the resale  limitations  of
Rule 144  under  the  Securities  Act.  Each of these  provisions  as  hereafter
described  permit  the resale of  securities  received  pursuant  to the Plan by
statutory underwriters subject to applicable holding period requirements, volume
limitations,   notice  and  manner  of  sale   requirements  and  certain  other
conditions.

                  Rule 144A provides a non-exclusive  safe harbor exemption from
the  registration  requirements  of the  Securities  Act for  resales to certain
"qualified institutional buyers" of securities which are "restricted securities"
within the meaning of the Securities Act,  irrespective of whether the seller of
such  securities  purchased its  securities  with a view towards  reselling such
securities.  Under Rule 144A,  a "qualified  institutional  buyer" is defined to
include,  among other persons  (e.g.,  "dealers"  registered as such pursuant to
Section 15 of the 1934 Act), an entity which  purchases  securities  for its own
account or for the account of another  qualified  institutional  buyer and which
(in the  aggregate)  owns and  invests  on a  discretionary  basis at least $100
million  in  the  securities  of  unaffiliated   issuers.   Subject  to  certain
qualifications, Rule 144A does not exempt the offer or sale of securities which,
at the time of their  issuance,  were securities of the same class of securities
then listed on a national  securities  exchange  (registered as such pursuant to
Section  6 of the  Exchange  Act) or  quoted  in a U.S.  automated  inter-dealer
quotation  system.  Because  Reorganized Fine Host Common Stock will not, at the
time of issuance under the Plan, be securities then so listed or quoted, holders
of such  securities  who are  deemed  to be  statutory  underwriters  under  the
Bankruptcy  Code or who otherwise may be deemed to be  "affiliates"  or "control
persons"  of  Reorganized  Fine Host  within  the  meaning of Rule 405 under the
Securities Act should,  assuming that all other conditions of Rule 144A are met,
be entitled to avail themselves of the safe harbor resale provisions thereof.

                  If Rule 144A is  unavailable,  such holders may, under certain
circumstances,  be  entitled  to resell  their  securities  pursuant to the more
limited safe harbor  resale  provisions  of Rule 144 under the  Securities  Act.
Generally,  Rule 144 provides that if certain  conditions are met (e.g.,  volume
limitations,  manner of sale,  availability  of  current  information  about the
issuer,  etc.),  specified  persons who resell  "restricted  securities"  or who
resell  securities  which are not  restricted  but who are  "affiliates"  of the
issuer  of  the  securities  sought  to be  resold,  will  not be  deemed  to be
"underwriters"  as defined in Section 2(11) of the  Securities  Act.  Under Rule
144, the aforementioned  conditions to resale will no longer apply to restricted
securities  sold for the  account  of a holder  who is not an  affiliate  of the
company  at the time of such  resale  and was not an  affiliate  of the  company
during the three (3) month period preceding such sale, so long as a period of at
least three years have  elapsed  since the later of (i) the  Effective  Date and
(ii)  the date on which  such  holder  acquired  his or its  securities  from an
affiliate of the company.

                  Because,  as discussed below,  Reorganized Fine Host will not,
on the Effective  Date, be subject to the periodic  reporting and  informational
requirements  of sections 13 and 15(d) of the Exchange Act, it will undertake in
connection with any proposed resale by a holder of Reorganized  Fine Host Common
Stock under Rule 144A, to provide such holder and any prospective  purchaser (or
his or its  authorized  representative)  with  current  business  and  financial
information prescribed by paragraph (d)(4) of Rule 144A. Similarly,  Reorganized
Fine Host will undertake in connection  with any proposed  resale under Rule 144
(other than pursuant to paragraph (k) of Rule 144) to make available the current
information required by paragraph (c)(2) of Rule 144.

                  Whether or not any particular  person would be deemed to be an
"underwriter" of Reorganized Fine Host Common Stock to be issued pursuant to the
Plan, or an  "affiliate"  of  Reorganized  Fine Host,  would depend upon various
facts  and  circumstances  applicable  to that  person.  Accordingly,  Fine Host
expresses no view as to whether any person would be such an  "underwriter" or an
"affiliate".

                  IN VIEW OF THE COMPLEX,  SUBJECTIVE  NATURE OF THE QUESTION OF
WHETHER A PARTICULAR PERSON MAY BE AN UNDERWRITER OR AN AFFILIATE OF REORGANIZED
FINE HOST, FINE HOST MAKES NO REPRESENTATIONS OR AGREEMENTS CONCERNING THE RIGHT
OF ANY PERSON TO TRADE IN  REORGANIZED  FINE HOST COMMON STOCK TO BE DISTRIBUTED
PURSUANT  TO  THE  PLAN.  ACCORDINGLY,   FINE  HOST  RECOMMENDS  THAT  POTENTIAL
RECIPIENTS OF SECURITIES  CONSULT THEIR OWN COUNSEL  CONCERNING WHETHER THEY MAY
FREELY TRADE SUCH SECURITIES.

                  Pursuant  to  the  Plan,  certificates  evidencing  shares  of
Reorganized  Fine Host Common Stock  received by holders of five percent (5%) or
more of the  outstanding  Reorganized  Fine Host Common Stock or by holders that
request  legended  certificates  and who  certify  that they may be deemed to be
underwriters  within the meaning of section 1145 of the  Bankruptcy  Code,  will
bear a legend substantially in the form below:

                  THE [SHARES OF COMMON  STOCK]  EVIDENCED  BY THIS  CERTIFICATE
                  [HAVE] [HAS] NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR
                  OTHER  JURISDICTION  AND MAY NOT BE SOLD,  OFFERED FOR SALE OR
                  OTHERWISE  TRANSFERRED  UNLESS  REGISTERED OR QUALIFIED  UNDER
                  SAID ACT AND APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY
                  TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

                  Any Entity that would receive legended  securities as provided
above may instead receive certificates  evidencing  Reorganized Fine Host Common
Stock without such legend if, prior to the Effective  Date, such Entity delivers
to Reorganized  Fine Host (i) an opinion of counsel  reasonably  satisfactory to
Reorganized  Fine Host, to the effect that the shares of  Reorganized  Fine Host
Common  Stock to be received by such Entity are not subject to the  restrictions
applicable to  "underwriters"  under section 1145 of the Bankruptcy Code and may
be sold without registration under the Securities Act, (ii) a certification that
it is not an "underwriter"  within the meaning of section 1145 of the Bankruptcy
Code, and (iii), if a registrations rights agreement acceptable to Fine Host has
been or will be executed  and  delivered  on or prior to the  Effective  Date, a
waiver  of  the  registration  rights  contained  in  such  registration  rights
agreement.

                  Any holder of a certificate  evidencing  shares of Reorganized
Fine Host Common Stock bearing such legend may present such  certificate  to the
transfer agent for the shares of Reorganized Fine Host Common Stock for exchange
for one or more new  certificates  not bearing  such legend or for transfer to a
new holder without such legend at such time as (a) such shares are sold pursuant
to an effective  registration  statement  under the  Securities  Act or (b) such
holder  delivers  to  Reorganized  Fine Host an opinion  of  counsel  reasonably
satisfactory  to  Reorganized  Fine Host to the effect  that such  shares are no
longer subject to the restrictions  applicable to  "underwriters"  under section
1145 of the  Bankruptcy  Code and may be sold  without  registration  under  the
Securities  Act or to the effect that such transfer is exempt from  registration
under  the  Securities  Act,  in  which  event  the  certificate  issued  to the
transferee  shall not bear  such  legend,  unless  otherwise  specified  in such
opinion.

                  As discussed  above,  Fine Host's common stock was delisted on
July 9,  1998  and,  as of  December  31,  1998,  Fine  Host had  less  than 300
stockholders  of record for such common  stock.  If, as of the  Effective  Date,
Reorganized Fine Host also has less than 300 stockholders of record with respect
to  Reorganized  Fine Host  common  stock,  Reorganized  Fine Host will not be a
reporting company and intends to file a Form 15 with the Securities and Exchange
Commission with respect thereto.

F.       Summary of Other Provisions of the Plan

1.       Conditions Precedent to the Effective Date of the Plan

                  The  "effective  date of the plan," as used in section 1129 of
the  Bankruptcy  Code,  shall not  occur,  and the Plan shall be of no force and
effect,  until the Effective  Date.  The  occurrence  of the  Effective  Date is
subject to satisfaction of the following conditions precedent:

                           (i) Entry of the Confirmation Order: The Clerk of the
         Bankruptcy Court shall have entered the Confirmation Order, in form and
         substance  satisfactory to Fine Host and the Ad Hoc Committee,  and the
         Confirmation Order shall have become a Final Order and shall be in full
         force and effect.

                           (ii) Execution of Documents, Other Actions: All other
         actions and  documents  necessary to implement the Plan shall have been
         effected or executed.

                           (iii)    Available  Cash:  The  amount of  Available
  Cash  shall be equal to or greater than $60,000,000.

                  Each of the foregoing conditions may be waived, in whole or in
part,  by both Fine Host and the Ad Hoc  Committee  in their  sole and  absolute
discretion.  Any such  waiver of a  condition  precedent  may be effected at any
time,  without notice or leave or order of the Bankruptcy  Court and without any
formal action.

2.       Executory Contracts and Unexpired Leases

(a)      Assumed if not Rejected:

                  The  Bankruptcy  Code  authorizes  Fine  Host,  subject to the
approval  of the  Bankruptcy  Court,  to  assume,  assign  or  reject  executory
contracts and unexpired leases. Such assumption,  assignment or rejection may be
effected during the Chapter 11 Case or pursuant to a plan of reorganization. All
executory  contracts and unexpired leases,  other than those executory contracts
and  unexpired  leases  which (a) have expired by their own terms on or prior to
the Effective  Date, (b) have been assumed and assigned or rejected  pursuant to
prior orders of the Bankruptcy  Court, or (c) are not the subject of a motion to
reject same that is pending before the Bankruptcy  Court on the Effective  Date,
will be deemed  assumed by Fine Host on the Effective  Date and the entry of the
Confirmation  Order by the  Bankruptcy  Court will  constitute  approval of such
assumptions pursuant to sections 365(a) and 1123 of the Bankruptcy Code.
                  Any monetary  amounts owed ("Cure  Amounts") on the  executory
contracts  and unexpired  leases to be assumed  under the Plan shall  constitute
Administrative  Expense  Claims which shall be paid (a) in full, in Cash, on the
later of the  Effective  Date or the date on which such  Administrative  Expense
Claim is Allowed, or (b) as otherwise agreed to by the parties. Any objection to
such Cure Amounts or to such assumption must be filed with the Bankruptcy  Court
no later than ten (10) days after the Confirmation  Date, or such objection will
be forever barred from  assertion.  In the event of a timely  objection to (a) a
Cure Amount,  (b) the ability of Fine Host or any assignee to provide  "adequate
assurance  of future  performance"  (within  the  meaning of section  365 of the
Bankruptcy  Code)  under the  contract  or lease to be  assumed or (c) any other
matter  pertaining to assumption,  the Cure Amount required by section 365(b)(1)
of the  Bankruptcy  Code  will be paid  following  the  entry  of a Final  Order
resolving such dispute.

(b)      Compensation and Benefit Programs:

                  All employment agreements,  employment and severance practices
and policies and all  compensation  and benefit plans,  policies and programs of
Fine Host applicable to its present and former directors, officers or employees,
including,  without limitation, all savings plans, retirement plans, health care
plans,  disability plans,  severance  benefit policies and practices,  incentive
plans, and life,  accidental death and  dismemberment  insurance plans,  will be
deemed to be, and will be treated as though they are,  executory  contracts that
are  assumed  under the Plan,  and Fine  Host's  obligations  under such  plans,
policies and  programs  shall be deemed  assumed  pursuant to section 365 of the
Bankruptcy Code, survive confirmation of the Plan, remain unaffected thereby and
not be discharged in accordance  with section 1141 of the  Bankruptcy  Code. Any
defaults  existing  under any such plans,  policies and programs  shall be cured
promptly after they become known by Fine Host. Notwithstanding the foregoing, on
the Effective Date, the Stock Option Plans will be deemed terminated, cancelled,
and of no further force and effect.

(c)      Indemnification and Reimbursement Obligations:

                  For  purposes  of the Plan,  the  obligations  of Fine Host to
indemnify  and  reimburse  its  directors  or officers  that were  directors  or
officers,  respectively,  on or before the Petition Date or who became directors
or officers after the Petition Date against and for any obligations  pursuant to
articles of incorporation,  codes of regulations,  bylaws, applicable state law,
or  specific  agreement,  or any  combination  of  the  foregoing  will  survive
confirmation of the Plan,  remain unaffected  thereby,  and not be discharged in
accordance  with section 1141 of the Bankruptcy  Code,  irrespective  of whether
indemnification  or reimbursement is owned in connection with an event occurring
before, on, or after the Petition Date; provided, however, that, notwithstanding
the  foregoing,  such  obligations  shall not be  extended to any  directors  or
officers (a) whose term in all such capacities  expired or was terminated  prior
to the Petition Date or (b) whose  reimbursement or indemnity request relates to
a claim which is not waived or released by reason of clauses (iii), (iv) and (v)
of the proviso contained in Section 19.6 of the Plan.

3.       Provisions Governing Distributions

(a)      Requirement for Allowance of Claims or Equity Interests:

                  No payments or other  distributions will be made on account of
any Claim or Equity Interest that is not "Allowed."

                  "Allowed  Claim/Equity  Interest"  means any Claim  against or
Equity  Interest in Fine Host, (a) (i) proof of which was filed on or before the
date  designated by the  Bankruptcy  Court as the last date for filing proofs of
claim  against or equity  interests  in Fine Host,  (ii) if no proof of Claim or
Equity Interest has been timely filed,  which has been or hereafter is listed by
Fine  Host  in its  Schedules  as  liquidated  in  amount  and not  disputed  or
contingent  or (iii)  any  Equity  Interest  registered  in the  stock  register
maintained  by or on behalf of Fine Host as of the Record Date and, in each such
case in (i),  (ii) and (iii)  above,  a Claim or Equity  Interest as to which no
objection to the allowance  thereof has been  interposed  within the  applicable
period of limitation  fixed by the Plan,  the  Bankruptcy  Code,  the Bankruptcy
Rules or a Final Order, or as to which an objection has been interposed and such
Claim or Equity  Interest  has been allowed in whole or in part by a Final Order
or (b) in the case of Senior  Subordinated Note Claims,  allowed pursuant to the
terms of Section 6.1 of the Plan. For purposes of  determining  the amount of an
"Allowed Claim", there shall be deducted therefrom an amount equal to the amount
of any claim which Fine Host may hold against the holder thereof,  to the extent
such claim may be set off pursuant to section 553 of the Bankruptcy Code. Unless
otherwise  specified in the Plan or by order of the Bankruptcy  Court,  "Allowed
Claim" shall not for purposes of  computation of  distributions  under the Plan,
include  interest on such Claim from the  Petition  Date,  except as provided in
section 506(b) of the Bankruptcy Code.

(b)      Time and Method of Distributions:

                  Payments  and  Distributions  to be Made by  Reorganized  Fine
Host: Except with respect to distributions to be made by the Litigation  Trustee
pursuant to Section 16.8 of the Plan and the  Litigation  Trust  Agreement,  all
payments and distributions under the Plan will be made by Reorganized Fine Host.
Any payments or  distributions  to be made by Reorganized  Fine Host pursuant to
the Plan will be deemed  timely made if made  within  twenty (20) days after the
dates specified in the Plan. Whenever any distribution to be made under the Plan
is due on a day other than a Business  Day,  such  distribution  will instead be
made, without interest, on the immediately succeeding Business Day, but shall be
deemed to have been made on the date due. A  distribution  will be  allocated to
the principal  amount of a Claim first and then, to the extent the  distribution
exceeds  the  principal  amount  of the  Claim,  to  any  portion  of the  Claim
representing accrued but unpaid interest.

                  Except  as  provided  in  Article  VI of the  Plan,  all  such
distributions  and  deliveries to holders of Allowed Claims shall be made at the
address of each such  holder set forth on Fine Host's  Schedules  filed with the
Bankruptcy  Court unless  superseded by the address set forth on proofs of claim
filed by such holders, or at the last known addresses of such holder if no proof
of claim is filed or if Fine Host has been  notified  in  writing of a change of
address.  Distributions  and deliveries to holders of Allowed  Equity  Interests
shall be made at the  addresses  set forth in the transfer  ledger for Fine Host
common stock as of the Record Date.

                  Distributions  Made from Litigation  Trust:  Distributions
to be made from the Litigation  Trust are described in Section F.6. below.

(c)      Fractional Securities:

                  No fractional  shares of Reorganized Fine Host Common Stock or
New Warrants to purchase fractional shares will be issued.  Fractional shares of
Reorganized  Fine Host Common Stock and  fractional New Warrants will be rounded
to the next  greater  or next  lower  number of shares  in  accordance  with the
following method:  (a) fractions of one-half (1/2) or greater will be rounded to
the next higher whole number, and (b) fractions of less than one-half (1/2) will
be  rounded  to the next  lower  whole  number.  The  total  number of shares or
interests  of  Reorganized  Fine Host  Common  Stock  and/or New  Warrants to be
distributed  to a Class  hereunder  will be adjusted as necessary to account for
such rounding.  Accordingly,  if necessary,  Reorganized Fine Host will issue to
the Subordinated  Notes Trustee such additional  shares of Reorganized Fine Host
Common  Stock as will be necessary to make any  "rounding"  distribution  to the
holders  of the  Subordinated  Notes.  In the  event  that,  as a result of such
rounding,  a holder of a Claim or Equity Interests would receive no distribution
pursuant to the Plan,  such holder shall receive Cash in lieu of the  fractional
shares of  Reorganized  Fine  Host  Common  Stock or New  Warrants  to  purchase
fractional shares such holder was entitled to receive.

(d)      Termination of Subordination Rights and Settlement of
                           Related Claims and Controversies:

                  The  classification  and manner of  satisfying  all Claims and
Equity Interests under the Plan take into  consideration all contractual,  legal
and equitable  subordination rights, whether arising under general principles of
equitable  subordination,  sections  510(b)  and (c) of the  Bankruptcy  Code or
otherwise,  that a holder of a Claim or Equity  Interest may have against  other
Claim or Equity Interest holders with respect to any distribution  made pursuant
to the  Plan.  On the  Effective  Date,  all  contractual,  legal  or  equitable
subordination  rights that a holder of a Claim or Equity  Interest may have with
respect to any  distribution to be made pursuant to the Plan shall be discharged
and terminated, and all actions related to the enforcement of such subordination
rights  shall be  permanently  enjoined and  distributions  pursuant to the Plan
shall  not  be  subject  to  payment  to  a  beneficiary   of  such   terminated
subordination rights, or to levy, garnishment, attachment or other legal process
by  any  beneficiary  of  such  terminated  subordination  rights.  Pursuant  to
Bankruptcy  Rule  9019 and in  consideration  for the  distributions  and  other
benefits  provided  under the Plan,  the provisions of Section 14.12 of the Plan
will  constitute  a good  faith  compromise  and  settlement  of all  claims  or
controversies  relating  to  the  termination  of  all  contractual,  legal  and
equitable  subordination  rights that a holder of a Claim or Equity Interest may
have with  respect to any  Allowed  Claim or  Allowed  Equity  Interest,  or any
distribution  to be made on  account of an  Allowed  Claim or an Allowed  Equity
Interest.  The entry of the  Confirmation  Order will  constitute the Bankruptcy
Court's  approval  of the  compromise  and  settlement  of all  such  claims  or
controversies  and the  Bankruptcy  Court's  finding  that such  compromise  and
settlement is in the best  interests of Fine Host,  Reorganized  Fine Host,  and
their  respective  property  and holders of Claims and Equity  Interests  and is
fair, equitable and reasonable.

(e)      Undeliverable Distributions:

                  Holding of Undeliverable Distributions: If any distribution to
any holder is returned to  Reorganized  Fine Host as  undeliverable,  no further
distributions will be made to such holder unless and until Reorganized Fine Host
is notified, in writing, of such holder's  then-current  address.  Undeliverable
distributions  will remain in the possession of Reorganized Fine Host until such
time as a distribution  becomes  deliverable.  All Persons ultimately  receiving
undeliverable  Cash, or dividends  distributed  with respect to Reorganized Fine
Host Common Stock will not be entitled to any interest or other  accruals of any
kind. Nothing contained in the Plan requires Reorganized Fine Host to attempt to
locate any holder of an Allowed Claim or an Allowed Equity Interest.

                  Failure to Claim  Undeliverable  Distributions:  Within thirty
(30)  days  of  the  second  and  third  anniversaries  of the  Effective  Date,
Reorganized  Fine  Host  will  file  with the  Bankruptcy  Court a list of known
holders of unclaimed distributions. Any holder of an Allowed Claim or an Allowed
Equity  Interest that does not assert its rights pursuant to the Plan to receive
a distribution within four (4) years from and after the Effective Date will have
its Claim or Equity Interest for such undeliverable  distribution discharged and
will be forever barred from asserting any such Claim or Equity Interest  against
Reorganized Fine Host or its property.  In such case, any consideration held for
distribution  on  account  of such  Claim or  Equity  Interest  will  revert  to
Reorganized Fine Host.

(f)      Compliance with Tax Requirements:

                  To the extent  applicable,  Reorganized  Fine Host will comply
with  all  tax  withholding  and  reporting  requirements  imposed  on it by any
governmental unit, and all distributions pursuant to the Plan will be subject to
such withholding and reporting requirements.

(g)      Time Bar to Cash Payments:

                  Checks  issued by Fine Host or  Reorganized  Fine Host, as the
case may be, on account of Allowed  Claims  under the Plan will be null and void
if not  negotiated  within ninety (90) days after the date of issuance  thereof.
Requests  for  reissuance  of any check  will be made  directly  to Fine Host or
Reorganized  Fine Host,  as the case may be, by the holder of the Allowed  Claim
with respect to which such check originally was issued.  Any claim in respect of
such a voided check must be made before the later of (a) the second  anniversary
of the Effective Date or (b) ninety (90) days after the date of issuance of such
check, if such check represents a final  distribution  under the Plan on account
of such  Claim.  After such date,  all claims in respect of void  checks and the
underlying  distributions will be discharged and forever barred and Fine Host or
Reorganized  Fine  Host,  as the case may be,  may  retain  all  moneys  related
thereto.

(h)      Distributions After Effective Date:

                  Distributions  made  after the  Effective  Date to  holders of
Claims and  Equity  Interests  that are not  Allowed  Claims or  Allowed  Equity
Interests as of the Effective Date but which later become Allowed Claims will be
deemed to have been made on the Effective Date.

(i)      Set-Offs:

                  Reorganized  Fine Host may,  pursuant  to  section  553 of the
Bankruptcy  Code or  applicable  nonbankruptcy  law, set off against any Allowed
Claim or Allowed Equity  Interest and the  distributions  to be made pursuant to
the  Plan on  account  thereof  (before  any  distribution  is  made on  account
thereof),  the claims,  rights and causes of action of any nature that Fine Host
or  Reorganized  Fine Host may hold against the holder of such Allowed  Claim or
Allowed Equity Interest;  provided,  however, that neither the failure to effect
such a set-off nor the allowance of any Claim or Equity  Interest under the Plan
will constitute a waiver or release by Fine Host or Reorganized Fine Host of any
such claims, rights and causes of action that Fine Host or Reorganized Fine Host
may possess against such holder; and, provided,  further, that nothing contained
in the Plan is  intended  to limit the  rights of any  Creditor  or holder of an
Equity Interest to effectuate a setoff prior to the Effective Date in accordance
with the provisions of sections 362 and 553 of the Bankruptcy Code.

(j)      Surrender and Cancellation of Instruments:

                  The  Plan  provides   that,  on  the   Effective   Date,   the
Subordinated Notes, (and all related documents) will be cancelled. The Plan also
provides  that,  except as Fine Host  otherwise may agree,  (a) each holder of a
note  or  other  instrument  evidencing  a Claim  must  surrender  such  note or
instrument  to Fine Host or  Reorganized  Fine Host,  as the case may be, (b) no
distribution under the Plan will be made to or on behalf of any holder of such a
Claim unless and until such note or instrument is received or the unavailability
of such note or instrument is reasonably established to the satisfaction of Fine
Host or  Reorganized  Fine Host, as the case may be, and (c) in accordance  with
section  1143 of the  Bankruptcy  Code,  any  holder  of a Claim  that  fails to
surrender such note or instrument or to execute and deliver an affidavit of loss
and/or indemnity reasonably  satisfactory to Fine Host or Reorganized Fine Host,
as the case may be, and in the event that such entity requests,  any such holder
who fails to furnish a bond in form and substance  (including amount) reasonably
satisfactory  to Fine Host or Reorganized  Fine Host, as the case may be, within
two (2)  years  from and  after  the  Effective  Date,  will be  deemed  to have
forfeited  all rights,  claims and  interests  and will not  participate  in any
distribution  under the Plan.  Surrender of the restricted  global  certificates
held  by  The  Depository  Trust  Company  in the  name  of  Cede  & Co.  to the
Subordinated Notes Trustee shall constitute surrender of the Subordinated Notes.

4.       Treatment of Disputed Claims or Disputed Equity Interests

                  "Disputed  Claim" or "Disputed  Equity Interest" means a Claim
against or Equity Interest in Fine Host, to the extent the allowance of which is
the subject of a timely  objection or request for estimation in accordance  with
the Plan, the Bankruptcy Code, the Bankruptcy  Rules or the Confirmation  Order,
or is otherwise  disputed by Fine Host in accordance  with applicable law, which
objection,  request  for  estimation  or  dispute  has  not  been  withdrawn  or
determined by a Final Order.

                  Fine Host or Reorganized Fine Host may object to the allowance
of Claims or Equity  Interests  filed with the Bankruptcy  Court with respect to
which it disputes  liability or allowance  in whole or in part.  All  objections
shall be litigated to Final Order; provided, however, that Reorganized Fine Host
(within  such  parameters  as may be  established  by the Board of  Directors of
Reorganized  Fine Host) will have the authority to file,  settle,  compromise or
withdraw any objections to Claims or Equity  Interests,  without approval of the
Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, Fine Host or
Reorganized  Fine Host will file and serve all  objections  to Claims and Equity
Interests as soon as practicable,  but in no event later than the Effective Date
or such later date as may be approved by the Bankruptcy Court.

(a)      Estimation of Claims:

                  Fine Host or  Reorganized  Fine  Host may at any time  request
that the Bankruptcy  Court estimate any contingent or Disputed Claim pursuant to
section  502(c)  of the  Bankruptcy  Code  regardless  of  whether  Fine Host or
Reorganized  Fine Host  previously  has  objected  to such Claim or whether  the
Bankruptcy Court has ruled on any such objection,  and the Bankruptcy Court will
retain  jurisdiction  to  estimate  any  Claim  at any  time  during  litigation
concerning any objection to any Claim, including, without limitation, during the
pendency of any appeal relating to any such objection. Subject to the provisions
of section 502(j) of the Bankruptcy Code, in the event that the Bankruptcy Court
estimates  any  contingent  or Disputed  Claim,  the amount so  estimated  shall
constitute the allowed amount of such Claim. If the estimated amount constitutes
a maximum  limitation on the amount of such Claim, Fine Host or Reorganized Fine
Host may pursue  supplementary  proceedings  to object to the  allowance of such
Claim. All of the aforementioned objection, estimation and resolution procedures
are  intended to be  cumulative  and not  necessarily  exclusive of one another.
Claims may be estimated  and  subsequently  compromised,  settled,  withdrawn or
resolved by any mechanism approved by the Bankruptcy Court.

(b)      Payments and Distributions on Disputed Claims and Equity Interests:

                  At such time as a Disputed Claim or Disputed  Equity  Interest
becomes,  in whole or in part, an Allowed Claim or an Allowed  Equity  Interest,
Reorganized Fine Host, will distribute to the holder thereof the  distributions,
if any, to which such holder is then entitled under the Plan. Such distribution,
if any,  will be made as soon as  practicable  after  the date that the order or
judgment of the Bankruptcy Court allowing such Disputed Claim or Disputed Equity
Interest  becomes a Final  Order  but in no event  more  than  thirty  (30) days
thereafter.  No  interest  will be paid on Disputed  Claims or  Disputed  Equity
Interests that later become Allowed or with respect to any  distribution to such
holder. In the event dividend  distributions  have been made with respect to the
Reorganized  Fine Host Stock  distributable  to a holder of a Disputed  Claim or
Disputed  Equity  Interest  that later  becomes  Allowed,  such holder  shall be
entitled to receive such previously distributed dividends,  without any interest
with respect thereto.  No distributions  will be made with respect to all or any
portion of any Disputed  Claim or Disputed  Equity  Interest  pending the entire
resolution  thereof.  Distributions  from the  Litigation  Trust with respect to
Disputed Claims or Disputed Equity  Interests that later become Allowed shall be
made in accordance  with the  provisions of Section 16.14 of the Plan.  See "The
Litigation Trust," below.

(c)      Rights of Action:

                  Any rights, claims, or causes of action accruing to Fine Host,
as debtor or debtor in possession pursuant to the Bankruptcy Code or pursuant to
any statute or legal theory,  including,  without express or implied limitation,
any avoidance or recovery  actions under  sections 544, 545, 548, 549, 550, 551,
and 553 of the Bankruptcy  Code and any rights to,  claims,  or causes of action
for recovery  under any  policies of insurance  issued to or on behalf of any of
the debtor or debtor in possession will remain assets of Fine Host's estate and,
on the Effective Date, will be transferred to Reorganized Fine Host. Reorganized
Fine Host will be deemed  the  appointed  representative  to,  and may,  pursue,
litigate,  and  compromise  and settle  any such  rights,  claims,  or causes of
action, as appropriate,  in accordance with what is in the best interests of and
for the benefit of  Reorganized  Fine Host.  The foregoing will not apply to the
Litigation Trust Claims.

                  On  the  Effective  Date,  and  because  all  Allowed  General
Unsecured  Claims have been paid pursuant to an order of the  Bankruptcy  Court,
dated January 7, 1999,  Fine Host will be deemed to waive the right to prosecute
any recovery  action under  section 547 of the  Bankruptcy  Code that belongs to
Fine Host, as debtor or debtor in possession.

5.       Committees

(a)      Creditors' Committee Composition and Term:

                  From the  Confirmation  Date up to and including the Effective
Date, the members of the Creditors'  Committee,  if any,  appointed  pursuant to
section 1102 of the Bankruptcy Code, and their duly appointed  successors,  will
continue to serve.  Upon the  disallowance by Final Order of the Claim held by a
Creditor that is a member of the Creditors'  Committee,  such  membership  shall
terminate and no replacement will be appointed.  Upon the resignation,  death or
disability  of a  member  of  the  Creditors'  Committee,  the  Creditor  having
appointed  such member will have the right to  designate a  replacement.  In the
event such Creditor shall fail to designate a replacement,  no other replacement
may be  appointed  to  the  Creditors'  Committee.  Members  of  the  Creditors'
Committee will serve without compensation but shall be entitled to reimbursement
of their  reasonable  out-of-pocket  expenses  which are  attributable  to their
attendance at Creditors'  Committee meetings.  The Creditors'  Committee will be
entitled  to  retain  legal  counsel  and  such  other  professionals  as may be
authorized  by the  Bankruptcy  Court,  the fees and  expenses of which shall be
entitled to payment as Administrative Expense Claims. On the Effective Date, the
Creditors'  Committee  will  be  dissolved  and  the  members  thereof  and  the
professionals  retained by the Creditors'  Committee in accordance  with section
1103  of the  Bankruptcy  Code  will  be  released  and  discharged  from  their
respective fiduciary obligations.

(b)      Ad Hoc Committee Term and Fees:

                  In the event not  otherwise  disbanded  prior to the Effective
Date, on the Effective  Date,  the Ad Hoc  Committee  will be dissolved.  On the
later  to  occur of (i) the  Effective  Date  and (ii)  entry of an order of the
Bankruptcy Court allowing and authorizing the payment thereof,  Reorganized Fine
Host  will  pay the  reasonable  fees  and  expenses  of the Ad Hoc  Committee's
professionals  incurred from and after the Petition Date. The Ad Hoc Committee's
financial  advisor has advised Fine Host that it may seek allowance of a success
fee. In such event, the financial advisor will advise Fine Host of the amount of
any such request prior to the hearing to consider confirmation of the Plan. Such
amount will be deducted in determining Available Cash.

(c)      Equity Committee:

                  By motion,  dated March 5, 1999,  Kirkland has requested  that
the  Bankruptcy  Court enter an order  directing  the United  States  Trustee to
appoint a committee of holders of Equity Interests. On March 15, 1999, Fine Host
objected to the motion and the relief requested therein.  As of the date hereof,
the matter is under consideration by the Bankruptcy Court.

6.       The Litigation Trust

(a)      Establishment of the Trust:

                  On the  Effective  Date,  Fine Host,  on its own behalf and on
behalf of holders of Allowed Claims and Allowed  Equity  Interests in Classes 5,
6A and 6B will execute the Litigation Trust Agreement, substantially in the form
annexed  hereto as  Exhibit  "C",  and will take all other  steps  necessary  to
establish the Litigation  Trust.  On the Effective  Date, and in accordance with
and pursuant to the terms of Section 16.4 of the Plan,  Fine Host will  transfer
to the Litigation Trust all of its right,  title, and interest in the Litigation
Trust. In connection with the  above-described  rights and causes of action, any
attorney-client  privilege,   work-product  privilege,  or  other  privilege  or
immunity attaching to any documents or communications  (whether written or oral)
transferred to the Litigation Trust will vest in the Litigation  Trustee and its
representatives, and Fine Host and the Litigation Trustee are authorized to take
all necessary actions to effectuate the transfer of such privileges.

                  Notwithstanding  the foregoing,  the Litigation Trust will not
be established unless Class 3 votes to accept the Plan. In addition, Sub-Classes
6A and 6B will have no interest in the  Litigation  Trust  unless both Classes 3
and 5 vote to accept the Plan.

(b)      Purpose of the Litigation Trust:

                  The Litigation  Trust will be established for the sole purpose
of  liquidating  its assets,  in  accordance  with Treasury  Regulation  Section
301.7701-4(d), with no objective to continue or engage in the conduct of a trade
or business.

(c)      Funding Expenses of the Litigation Trust:

                  In  accordance  with the  Litigation  Trust  Agreement and any
agreements  entered into in connection  therewith,  on the Effective  Date, Fine
Host will transfer One Million Dollars  ($1,000,000.00) to the Litigation Trust.
The Debtor and Reorganized Fine Host shall have no further obligation to provide
any funding with respect to the Litigation Trust.

(d)      Valuation of Assets:

                  As soon as possible after the Effective  Date, but in no event
later than thirty (30) days thereafter,  the Litigation Trust Board will inform,
in writing, the Litigation Trustee of the value of the assets transferred to the
Litigation Trust, based on the good faith  determination of the Litigation Trust
Board, and the Litigation Trustee shall apprise,  in writing,  the beneficiaries
of the Litigation Trust of such valuation.  FINE HOST MAKES NO REPRESENTATION AS
TO THE  VALUE OF THE  LITIGATION  TRUST  CLAIMS  OR  WHETHER  THERE  WILL BE ANY
DISTRIBUTIONS  MADE TO  HOLDERS  OF  LITIGATION  TRUST  INTERESTS.  All  parties
(including  Fine Host,  the  Litigation  Trustee  and the  beneficiaries  of the
Litigation  Trust)  are  required  to use such  valuation  consistently  for all
federal income tax purposes.

(e)      Liquidation of Assets; Responsibilities of Litigation Trustee:

                           (1) The  Litigation  Trustee,  upon  direction by the
     Litigation  Trust Board,  and the exercise of their  collective  reasonable
     business judgment,  shall, in an expeditious but orderly manner,  liquidate
     and  convert  to Cash the  assets  of the  Litigation  Trust,  make  timely
     distributions  and not unduly prolong the duration of the Litigation Trust.
     The liquidation of the Litigation  Trust Claims may be accomplished  either
     through  the  prosecution,   compromise  and  settlement,   abandonment  or
     dismissal of any or all claims,  rights or causes of action,  or otherwise.
     The Litigation Trustee,  upon direction by the Litigation Trust Board, will
     have absolute right to pursue or not to pursue any and all claims,  rights,
     or causes of  action,  as it  determines  is in the best  interests  of the
     beneficiaries of the Litigation Trust, including without limitation, taking
     into  account  the   indemnification   and   contribution   obligations  of
     Reorganized Fine Host and the diminution in value of Reorganized Fine Host,
     and consistent with the purposes of the Litigation  Trust, and will have no
     liability for the outcome of its decision. The Litigation Trustee may incur
     any  reasonable and necessary  expenses in  liquidating  and converting the
     assets to Cash.

                           (2) The  Litigation  Trustee  will have the power (i
     to prosecute for the benefit of the Litigation Trust all claims, rights and
     causes of action  transferred to the  Litigation  Trust (whether such suits
     are brought in the name of the Litigation Trust or otherwise),  and (ii) to
     otherwise  perform  the  functions  and take the  actions  provided  for or
     permitted in the Plan or in any other agreement  executed by the Litigation
     Trustee  pursuant to the Plan.  Any and all  proceeds  generated  from such
     claims, rights, and causes of action will be the property of the Litigation
     Trust.

(f)      Investment Powers:

                  The right and power of the Litigation Trustee to invest assets
transferred to the Litigation Trust, the proceeds thereof,  or any income earned
by the Litigation  Trust,  will be limited to the right and power to invest such
assets (pending  periodic  distributions  in accordance with Section 16.8 of the
Plan) in Cash  Equivalents;  provided,  however,  that (a) the scope of any such
permissible  investments shall be limited to include only those investments,  or
will be expanded to include any additional investments, as the case may be, that
a  liquidating  trust,   within  the  meaning  of  Treasury  Regulation  Section
301.7701-4(d) may be permitted to hold, pursuant to the Treasury Regulations, or
any modification in the IRS guidelines,  whether set forth in IRS rulings, other
IRS  pronouncements  or otherwise and (b) the Litigation  Trustee may expend the
assets of the Litigation  Trust (i) as reasonably  necessary to meet  contingent
liabilities  and to  maintain  the value of the assets of the  Litigation  Trust
during liquidation,  (ii) to pay reasonable  administrative expenses (including,
but not  limited  to,  any taxes  imposed  on the  Litigation  Trust or fees and
expenses in connection with litigation),  and (iii) to satisfy other liabilities
incurred  or  assumed  by the  Litigation  Trust  (or to which  the  assets  are
otherwise  subject)  in  accordance  with  the  Plan  or  the  Litigation  Trust
Agreement.

(g)      Annual Distribution; Withholding:

                  The Litigation  Trust will distribute at least annually to the
holders of  Litigation  Trust  Interests  all net cash  income plus all net cash
proceeds from the liquidation of assets (including as Cash for this purpose, all
Cash Equivalents);  provided, however, that the Litigation Trust may retain such
amounts (i) as are reasonably  necessary to meet  contingent  liabilities and to
maintain the value of the assets of the  Litigation  Trust  during  liquidation,
(ii) to pay reasonable  administrative  expenses (including any taxes imposed on
the Litigation  Trust or in respect of the assets of the Litigation Trust or any
escrow created in connection  with the Litigation  Trust),  and (iii) to satisfy
other  liabilities  incurred or assumed by the Litigation Trust (or to which the
assets are  otherwise  subject) in  accordance  with the Plan or the  Litigation
Trust Agreement.  All such distributions will be pro rata based on the number of
Litigation  Trust Interests held by a holder compared with the aggregate  number
of Litigation Trust Interests outstanding,  subject to the terms of the Plan and
the  Litigation  Trust  Agreement;  provided,  further,  that of the net  amount
distributable,  the Litigation Trustee shall transfer to an escrow, such amounts
as would be  distributable  in respect of Disputed  Claims and  Disputed  Equity
Interests  (treating such Claims and Equity Interests,  for this purpose,  as if
they were  Allowed  Claims and Equity  Interests).  The  Litigation  Trustee may
withhold  from  amounts  distributable  to  any  Person  any  and  all  amounts,
determined  in  the  Litigation  Trustee's  reasonable  sole  discretion,  to be
required by any law, regulation,  rule, ruling,  directive or other governmental
requirement.

(h)      Reporting Duties:

     Federal Income Tax: Subject to definitive  guidance from the IRS or a court
of  competent  jurisdiction  to  the  contrary  (including  the  receipt  by the
Litigation  Trustee  of a private  letter  ruling if the  Litigation  Trustee so
requests one, or the receipt of an adverse  determination  by the IRS upon audit
if not contested by the Litigation Trustee), and except as provided below in the
subparagraph entitled "Alternative Tax Reporting if no Distribution to Class 6,"
the Litigation  Trustee will file returns for the Litigation  Trust as a grantor
trust pursuant to Treasury Regulation Section 1.671-4(a). The Litigation Trustee
will also annually send to each holder of a Litigation Trust Interest a separate
statement  setting  forth the  holder's  share of items of income,  gain,  loss,
deduction  or credit and will  instruct all such holders to report such items on
their  federal  income tax returns.  The  Litigation  Trustee will also file (or
cause to be filed) any other statements,  returns or disclosures relating to the
Litigation Trust that are required by any governmental unit.

     Allocations of Litigation  Trust Taxable  Income:  Subject to the following
paragraph, allocations of Litigation Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable  income
would be  distributed  (without  regard  to any  restrictions  on  distributions
described  herein)  if,  immediately  prior  to such  deemed  distribution,  the
Litigation  Trust had  distributed  all of its  other  assets  (valued  for this
purpose  at  their  tax book  value)  to the  holders  of the  Litigation  Trust
Interests  (treating  any  holder  of a  Disputed  Claim  or a  Disputed  Equity
Interest,  for this purpose,  as a current holder of a Litigation Trust Interest
entitled  to  distributions),  taking  into  account  all prior  and  concurrent
distributions  from the Litigation  Trust (including all  distributions  held in
escrow pending the resolution of Disputed Claims and Disputed Equity Interests).
Similarly,  taxable loss of the Litigation  Trust will be allocated by reference
to the  manner in which an  economic  loss  would be borne  immediately  after a
liquidating distribution of the remaining Liquidation Trust Claims. The tax book
value of the  Litigation  Trust Claims for this  purpose  shall equal their fair
market  value on the  Effective  Date or, if later,  the date such  assets  were
acquired by the Litigation Trust, adjusted in either case in accordance with tax
accounting   principles  prescribed  by  the  IRC,  the  regulations  and  other
applicable administrative and judicial authorities and pronouncements.

     Alternative  Tax Reporting If No Distribution to Class 6. In the event that
all  Litigation  Trust  Interests  are   distributable  to  holders  of  Allowed
Rescission  Claims, and  notwithstanding  anything in Article XVI of the Plan to
the contrary,  the Litigation  Trust  (inclusive of the escrow to be established
pursuant  to  Section  16.14 of the  Plan)  shall  be  treated  as a  "qualified
settlement fund" within the meaning of Treasury Regulation Section 1.468B-1 (and
shall be governed by the  Treasury  Regulations  relating  thereto),  subject to
definitive  guidance  from the IRS or a court of competent  jurisdiction  to the
contrary. If, in such instance, the Litigation Trust is determined by the IRS or
a court of competent  jurisdiction not to be a "qualified  settlement fund", the
other  provisions  of Section  16.9 of the Plan shall  apply  unaffected  by the
preceding  sentence,  and the Litigation  Trustee shall so notify in writing all
relevant parties (including,  without limitation,  Reorganized Fine Host and all
holders of Allowed Rescission Claims).

(i)      Trust Implementation:

     The Litigation  Trust  Agreement  will be filed in the Plan  Supplement and
will contain  provisions  customary to trust  agreements  utilized in comparable
circumstances including, but not limited to, any and all provisions necessary to
ensure the continued  treatment of the  Litigation  Trust as a grantor trust for
federal income tax purposes.  All parties  (including  Fine Host, the Litigation
Trustee and holders of Allowed Claims and Allowed Equity  Interests in Classes 5
and 6) will  execute any  documents or other  instruments  as necessary to cause
title to the applicable assets to be transferred to the Litigation Trust.

                  THERE  IS  NO  ASSURANCE  THAT  HOLDERS  OF  LITIGATION  TRUST
INTERESTS WILL RECEIVE ANY DISTRIBUTIONS FROM THE LITIGATION TRUST. ACCORDINGLY,
EACH  HOLDER  OF  A  LITIGATION   TRUST  INTEREST  IS  ADVISED  TO  DISCUSS  THE
RAMIFICATIONS OF THE AFOREMENTIONED  REPORTING OBLIGATIONS WITH THEIR RESPECTIVE
TAX ADVISORS.

(j)      Registry of Beneficial Interests:

                  The Litigation Trustee will maintain a registry of the holders
of Litigation Trust Interests.

(k)      Termination:

                  The  Litigation  Trust will  terminate no later than the fifth
(5th) anniversary of the Effective Date; provided, however, that, on or prior to
the date six (6) months prior to such  termination,  the Bankruptcy  Court, upon
motion by a party in interest, may extend the term of the Litigation Trust if it
is necessary to the liquidation of the Litigation Trust Claims.  Notwithstanding
the foregoing,  multiple  extensions can be obtained so long as Bankruptcy Court
approval  is obtained at least six (6) months  prior to the  expiration  of each
extended  term;  provided,  however,  that the aggregate of all such  extensions
shall not exceed  three (3)  years,  unless the  Litigation  Trustee  receives a
favorable  ruling from the IRS that any further  extension  would not  adversely
affect the status of the Litigation  Trust as a grantor trust for federal income
tax purposes.

(l)      Net Litigation Trust Recovery:

                  Notwithstanding   anything   contained  in  the  Plan  to  the
contrary,  in  the  event  that  a  defendant  in a  litigation  brought  by the
Litigation  Trustee for and on behalf of the  Litigation  Trust is required by a
Final Order to make payment to the Litigation  Trust (the "Judgment  Amount") or
has a right of setoff under  section 553 of the  Bankruptcy  Code or  applicable
non-bankruptcy  law,  has a  claim  for  contribution  or  reimbursement  or has
incurred costs and expenses (the "Defense Costs", and together with the Judgment
Amount,  the  "Indemnified/Contribution  Amount")  which  would  give rise to an
enforceable  Claim against Fine Host or  Reorganized  Fine Host, as the case may
be, (i) such defendant shall be obligated to pay only the excess, if any, of the
amount of the Judgment  Amount over the  Indemnified/Contribution  Amount,  (ii)
none of the Litigation  Trust,  the holders or  beneficiaries  of the Litigation
Trust  Interests  shall be  entitled  to assert a claim  against  the  Debtor or
Reorganized Fine Host with respect to the  Indemnified/Contribution  Amount, and
(iii) the Debtor and Reorganized  Fine Host shall have no liability with respect
to such Indemnified/Contribution Amount.

                  Notwithstanding  anything contained herein to the contrary, in
the event that a defendant in a litigation brought by the Litigation Trustee for
and on behalf of the  Litigation  Trust (i) has a right of setoff under  section
553 of the  Bankruptcy  Code or applicable  non-bankruptcy  law, has a claim for
contribution  or  reimbursement  or has incurred  Defense Costs which would give
rise to an enforceable  claim against Fine Host or Reorganized Fine Host, as the
case may be,  and (ii) the  amount  of the  Defense  Costs  are in excess of the
Judgment  Amount,  if any, (a) the Judgment  Amount shall be offset  against the
Defense Costs and shall not be paid to the Litigation  Trust by such  defendant,
(b) the Litigation  Trust shall reimburse  Reorganized Fine Host immediately for
the payment of the difference between the Defense Costs and any Judgment Amount,
(c) none of the Litigation Trust, the holders or beneficiaries of the Litigation
Trust  Interests  shall be  entitled  to assert a claim  against  the  Debtor or
Reorganized Fine Host with respect to the  Indemnified/Contribution  Amount, and
(d) the Debtor and Reorganized Fine Host shall have no liability with respect to
such Indemnified/Contribution Amount.

(m)      Escrow on Account of Disputed Claims and Disputed Equity Interests:

                  The Litigation Trustee shall maintain,  in accordance with the
Litigation  Trustee's  powers  and  responsibilities  under  the  Plan  and  the
Litigation Trust Agreement,  an escrow of any distributable  amounts required to
be set aside on  account  of  Disputed  Claims  and  Disputed  Equity  Interests
pursuant to the Plan. Such amounts (net of any expenses, including any taxes, of
the escrow relating  thereto) shall be distributed,  as provided in the Plan, as
such Disputed Claims or Disputed  Equity  Interests are resolved by Final Order,
and shall be distributable in respect of such Litigation Trust Interests as such
amounts would have been distributable had the Disputed Claims or Disputed Equity
Interests  been Allowed  Claims and Equity  Interests as of the Effective  Date.
There shall be  distributed  together  with such amounts any net earnings of the
escrow  related  thereto.  Distributions  from the escrow shall be made at least
annually concurrent with other distributions from the Litigation Trust.

                  As more fully set forth below, the escrow shall be responsible
for  payment  of  certain  taxes  attributable  to  the  taxable  income  of the
Litigation  Trust  allocable  to  Litigation  Trust  Interests  relating to such
Disputed Claims and Disputed Equity  Interests.  In the event, and to the extent
the  escrow  has  insufficient  funds to pay such  taxes (or no escrow  has been
established at such time due to the absence of any distributable proceeds), such
taxes shall be borne by the  Litigation  Trust and either (i)  reimbursed by the
escrow from any subsequent amounts  transferred by the Litigation Trustee to the
escrow in respect of such Disputed Claims and Disputed Equity  Interests or (ii)
to the extent such Claims and Equity Interests have  subsequently been resolved,
may be deducted from any increased amounts distributable by the Litigation Trust
as a result of the resolutions of such Claims and Equity Interests on a fair and
equitable basis.

                  Subject  to  definitive  guidance  from  the IRS or a court of
competent  jurisdiction to the contrary (including the receipt by the Litigation
Trustee of a private letter ruling if the Litigation Trustee so requests one, or
the receipt of an adverse  determination  by the IRS upon audit if not contested
by the Litigation Trustee),  and except as otherwise provided in Section 16.9(d)
of the Plan (see "The Litigation Trust-Reporting Duties," above), the Litigation
Trustee  shall (i) treat the escrow as a discreet  trust for federal  income tax
purposes,  consisting of separate and  independent  shares to be  established in
respect of each Disputed Claim or Disputed Equity  Interest,  in accordance with
the trust  provisions of the IRC  (Sections 641 et seq.),  (ii) treat as taxable
income or loss of the escrow with respect to any given  taxable year the portion
of the  taxable  income or loss of the  Litigation  Trust  that  would have been
allocated to the holders of Disputed  Claims and Disputed  Equity  Interests had
such Claims and Equity  Interests  been Allowed on the Effective  Date (but only
for the portion of the taxable  year with respect to which such Claims or Equity
Interests are  unresolved),  (iii) treat as a  distribution  from the escrow any
increased  amounts  distributed  by the  Litigation  Trust  as a  result  of any
Disputed Claims or Disputed  Equity  Interests  resolved  earlier in the taxable
year, to the extent such  distributions  relate to taxable income or loss of the
escrow  determined in accordance  with the  provisions  hereof,  and (iv) to the
extent  permitted by applicable law, shall report  consistent with the foregoing
for state and local  income tax  purposes.  All  holders  of Allowed  Claims and
Allowed Equity Interests in Classes 5, 6A and 6B shall report, for tax purposes,
consistent with the foregoing.

7.       Effect of Confirmation

(a)      Discharge of Fine Host; Injunction:

                  The  rights  afforded  in the  Plan and the  treatment  of all
holders of Claims or Equity Interests in the Plan will be in exchange for and in
complete satisfaction,  discharge and release of all Claims and Equity Interests
of any nature  whatsoever,  known or unknown,  including any interest accrued or
expenses  incurred thereon from and after the Petition Date,  against Fine Host,
as debtor and debtor in  possession,  or its estate,  properties or interests in
property.  Except as otherwise  provided in the Plan, on the Effective Date, all
Claims  against,  and Equity  Interests  in, Fine Host,  as debtor and debtor in
possession, shall be satisfied, discharged and released in full. All persons and
entities  will be precluded  from  asserting  against  Fine Host,  as debtor and
debtor in possession, its successor or assigns, including Reorganized Fine Host,
or its assets,  properties or interests in property, any other Claims based upon
any act or omission,  transaction  or other  activity of any kind or nature that
occurred prior to the Confirmation Date, whether or not the facts or legal bases
therefor were known or existed prior to the Confirmation  Date. The Confirmation
Order will be a judicial  determination  of discharge of all liabilities of Fine
Host.

                  Except  as  otherwise  expressly  provided  in the  Plan,  all
persons and  entities who have held,  hold or may hold Claims  against or Equity
Interests  in Fine Host are  permanently  enjoined,  on and after the  Effective
Date,  from (a)  commencing  or  continuing  in any  manner  any action or other
proceeding of any kind with respect to any such Claim or Equity Interest against
Fine Host or Reorganized Fine Host, (b) the enforcement,  attachment, collection
or  recovery  by any  manner or means of any  judgment,  award,  decree or order
against  Fine  Host or  Reorganized  Fine  Host,  (c)  creating,  perfecting  or
enforcing any  encumbrance  of any kind against Fine Host, or  Reorganized  Fine
Host  or  against  the  property  or  interests  in  property  of  Fine  Host or
Reorganized Fine Host, with respect to any such Claims or Equity Interests,  and
(d)  asserting  any right of  setoff,  subrogation,  or  recoupment  of any kind
against any obligation  due from Fine Host or  Reorganized  Fine Host or against
the  property or interests  in property of Fine Host or  Reorganized  Fine Host,
with respect to any such Claim or Equity Interest;  provided, however, that such
injunction  shall not preclude the United States of America or any of its police
or regulatory  agencies from enforcing their police or regulatory  powers;  and,
provided,  further,  that,  except in connection  with a properly filed proof of
claim, the foregoing proviso does not permit the United States of America or any
of its police or regulatory  agencies from obtaining any monetary  recovery from
Fine Host or Reorganized Fine Host or their respective  property or interests in
property with respect to any such Claim or Equity Interest,  including , without
limitation,  any  monetary  claim or  penalty  in  furtherance  of a  police  or
regulatory  power.  Upon confirmation of the Plan, its provisions will bind Fine
Host and its Creditors and Equity Interest  holders,  whether or not they accept
the Plan.

(b)      Vesting and Liens; Discharge of Liabilities:

                  Except as  otherwise  provided by the Plan,  on the  Effective
Date,  title to all assets and  properties  encompassed by the Plan will vest in
Reorganized  Fine Host in accordance  with section 1141 of the Bankruptcy  Code,
and the Confirmation Order will be a judicial determination of discharge of Fine
Host's liabilities, except as provided in the Plan.

(c)      Limited Release of Directors, Officers and Employees by Fine Host:

                  As of the  Effective  Date,  Fine  Host will be deemed to have
waived and  released  its present  and former  directors,  officers,  employees,
consultants and agents who were directors,  officers, employees,  consultants or
agents,  respectively,  both at any time  during  the  Chapter 11 Case and on or
before the  Petition  Date,  from any and all  claims of Fine  Host,  including,
without  limitation,  claims which Fine Host, as debtor or debtor in possession,
otherwise has legal power to assert, compromise or settle in connection with the
Chapter 11 Case, arising on or prior to the Effective Date;  provided,  however,
that this  provision  will not  operate  as a waiver or release of any claim (i)
with  respect to any loan,  advance or similar  payment by Fine Host to any such
person,  (ii) with respect to any contractual  obligation owed by such person to
Fine Host,  (iii) relating to such person's fraud or gross  negligence,  (iv) to
the extent based upon or  attributable to such person gaining in fact a personal
profit  to which  such  person  was not  legally  entitled,  including,  without
limitation,  profits made from the purchase or sale of equity securities of Fine
Host  which  are  recoverable  by Fine Host  pursuant  to  section  16(b) of the
Exchange Act, or (v) relating to such person's breach of fiduciary  duty,  other
than those claims against which such  directors,  officers and employees were or
are protected by the provisions of (a) the By-Laws of Fine Host Corporation, (b)
the  Amended  Certificate  of  Incorporation  of Fine  Host  Corporation  or (c)
applicable  law. As such, the Plan's limited  release is not a release of claims
of third parties and is not effective in any way with respect to  commissions of
fraud or gross negligence, or breaches of fiduciary duty not otherwise protected
by Fine Host's by-laws or certificate of incorporation, or applicable law.

8.       Modification; Revocation or Withdrawal of Plan

                  Fine  Host  reserves  the  right,   in  accordance   with  the
Bankruptcy  Code and the  Bankruptcy  Rules,  to amend or modify the Plan at any
time  prior to the  entry of the  Confirmation  Order.  After  the  entry of the
Confirmation  Order, Fine Host may, upon order of the Bankruptcy Court, amend or
modify the Plan, in accordance with section  1127(b) of the Bankruptcy  Code, or
remedy any defect or omission or reconcile any inconsistency in the Plan in such
manner as may be  necessary  to carry out the purpose and intent of the Plan.  A
holder of a Claim or Equity  Interest that has accepted the Plan shall be deemed
to have  accepted  the Plan as modified if the  proposed  modification  does not
materially and adversely change the treatment of the Claim or Equity Interest of
such holder.

                  The Plan may be  revoked or  withdrawn  prior to the date that
the Bankruptcy Court enters the Confirmation Order (the "Confirmation  Date") by
Fine Host. If the Plan is revoked or withdrawn prior to the  Confirmation  Date,
then the Plan shall be deemed null and void. In such event, nothing contained in
the Plan shall be deemed to constitute a waiver or release of any claims by Fine
Host or any other  Entity or to  prejudice in any manner the rights of Fine Host
or any other Entity in any further proceedings involving Fine Host.

9.       Exculpation/Limitation of Liability in Connection with the Plan,
                  Disclosure Statement and Related Documents

                  None of Fine  Host,  Reorganized  Fine  Host,  the  Litigation
Trustee,  the Litigation Trust Board,  the members of the Ad Hoc Committee,  the
Subordinated  Notes  Trustee,  nor any of their  respective  present  and former
directors,  officers,  employees,  consultants,  advisors and agents (including,
without  limitation,   attorneys,  financial  advisors,  accountants  and  other
professionals)  (acting in such  capacity),  will have or incur any liability to
any  Entity  for any act  taken or  omitted  to be taken in  connection  with or
related  to  the  formulation,   preparation,   dissemination,   implementation,
confirmation,  consummation  or  administration  of  the  Plan,  the  Disclosure
Statement or any contract,  instrument,  release or other  agreement or document
created  or  entered  into in  connection  with the  Plan,  the  property  to be
distributed  under the Plan or any other  act  taken or  omitted  to be taken in
connection with the Plan; provided, however, that the provisions of Section 19.7
of the Plan will  have no  effect on the  liability  of any  Entity  that  would
otherwise  result  from any such act or  omission to the extent that such act or
omission is determined by a Final Order to have  constituted  gross  negligence,
willful  misconduct or breach of fiduciary duty. Any of the foregoing parties in
all  respects  shall be entitled to rely upon the advice of counsel with respect
to their duties and responsibilities under the Plan.

10.      Supplemental Documents

                  Forms of the Amended Bylaws of Reorganized Fine Host,  Amended
and Restated Certificate of Incorporation of Reorganized Fine Host,  Reorganized
Fine Host Credit Agreement, and the definitive documentation with respect to the
Warrant Agreement,  the Management Options and the Employment Contracts,  all in
form  and  substance  reasonably  satisfactory  to  Fine  Host  and  the  Ad Hoc
Committee,  will be contained in the Plan  Supplement and will be filed with the
Bankruptcy Court at least ten (10) days prior to the Confirmation Hearing, or on
such other date as the Bankruptcy  Court may establish.  The Plan Supplement may
be  inspected  in the office of the Clerk of the  Bankruptcy  Court during hours
established  therefor.  In addition,  holders of Claims and Equity Interests may
obtain a copy of the Plan Supplement from Fine Host by contacting Weil,  Gotshal
& Manges LLP, counsel to Fine Host, 767 Fifth Avenue,  New York, New York 10153,
Attention: Ms. Kathleen Lee.

G.       Articles of Incorporation and By-Laws of Fine Host; Corporate Action

1.       Amendment of Articles of Incorporation and By-Laws

                  The articles of incorporation and by-laws of Fine Host will be
amended  as of the  Effective  Date to read  substantially  as set  forth in the
Amended and Restated  Certificate of  Incorporation of Reorganized Fine Host and
Amended Bylaws of Reorganized  Fine Host. In accordance with section  1123(a)(6)
of the Bankruptcy Code, the Amended and Restated Certificate of Incorporation of
Reorganized  Host will contain a  prohibition  against the issuance of nonvoting
equity securities.

2.       Corporate Action

                  On  the  Effective  Date,  the  adoption  of the  Amended  and
Restated  Certificate  of  Incorporation  of  Reorganized  Fine Host and Amended
Bylaws of Reorganized Fine Host will be authorized and approved in all respects,
in each case without further action under applicable law, regulation,  order, or
rule, including, without limitation, any action by the stockholders of Fine Host
or Reorganized  Fine Host. On the Effective Date, the cancellation of all Equity
Interests,  the issuance of the Reorganized Fine Host Common Stock, the issuance
of the New Warrants,  the approval and effectiveness of the Management  Options,
employment agreements,  severance, and other benefits described in the Plan, and
all other matters  provided under the Plan involving the corporate  structure of
Reorganized  Fine  Host or  corporate  action by  Reorganized  Fine Host will be
deemed to have occurred, be authorized, and will be in effect from and after the
Effective  Date  without   requiring   further  action  under   applicable  law,
regulation,  order, or rule,  including,  without limitation,  any action by the
stockholders of Fine Host or Reorganized Fine Host.

VI.

                                         CERTAIN FACTORS TO BE CONSIDERED

IMPAIRED  CREDITORS  AND HOLDERS OF EQUITY  INTERESTS  SHOULD READ AND  CONSIDER
CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS OTHER INFORMATION SET FORTH IN
THIS DISCLOSURE  STATEMENT AND THE DOCUMENTS  DELIVERED TOGETHER HEREWITH AND/OR
INCORPORATED BY REFERENCE HEREIN, PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN.

A.       Variances from Projections

                  A fundamental  premise of the Plan is the  implementation  and
realization of Reorganized  Fine Host's proposed  business plan, as reflected in
the Projections and the assumptions underlying such Projections. The Projections
reflect numerous  assumptions  concerning the anticipated  future performance of
Reorganized  Fine  Host and with  respect  to  prevailing  market  and  economic
conditions,  which are beyond the control of Reorganized Fine Host and which may
not  materialize.  The  Projections  include,  among  other  items,  assumptions
concerning  the  general  economy,   the  ability  to  make  necessary   capital
expenditures,  the ability to establish  market  strength,  consumer  purchasing
trends and  preferences,  and the ability to increase  gross  margin and control
future operating expenses  (including labor costs, bad debts and other operating
costs).  Fine Host believes that the assumptions  underlying the Projections are
reasonable. However, unanticipated events and circumstances occurring subsequent
to the preparation of the Projections may affect the actual financial results of
Reorganized Fine Host.  Therefore,  the actual results  achieved  throughout the
periods  covered by the  Projections  necessarily  will vary from the  projected
results, which variations may be material and adverse.

B.       Significant Holders

                  Pursuant to the Plan,  certain  holders of Allowed  Claims may
receive   distributions   of  shares  of  Reorganized  Fine  Host  Common  Stock
representing in excess of five percent of the outstanding  shares of Reorganized
Fine  Host  Common  Stock.  If  holders  of  significant  numbers  of  shares of
Reorganized  Fine Host Common Stock were to act as a group,  such holders may be
in a position to control the outcome of actions requiring  shareholder approval,
including  the election of  directors.  This  concentration  of ownership  could
facilitate or hinder the negotiated  change of control of Reorganized  Fine Host
and, consequently, impact the value of the Reorganized Fine Host Common Stock.

                  Further,  the  possibility  that one or more of the holders of
significant  numbers  of  shares  of  Reorganized  Fine  Host  Common  Stock may
determine  to sell all or a large  portion of their  shares in a short period of
time may  adversely  affect the market  price of  Reorganized  Fine Host  Common
Stock.

C.       Lack of Trading Market

                  Reorganized  Fine Host  currently has no intention to seek the
listing of  Reorganized  Fine Host Common  Stock.  Accordingly,  there can be no
assurance  that an active  trading  market for such stock will  develop,  or, if
developed,  that it will continue. In addition,  there can be no assurance as to
the degree of price  volatility in any market for  Reorganized  Fine Host Common
Stock that does develop. Accordingly, no assurance can be given that a holder of
Reorganized  Fine Host Common Stock will be able to sell such  securities in the
future or as to the price at which any such sale may occur. If such markets were
to exist,  such securities  could trade at prices higher or lower than the value
ascribed  to such  securities  herein  depending  upon many  factors,  including
prevailing interest rates, markets for similar securities,  general economic and
industry  conditions,  and the  performance of, and investor  expectations  for,
Reorganized Fine Host.

                  In addition, holders of Reorganized Fine Host Common Stock who
are deemed to be  statutory  underwriters  pursuant  to  section  1145(b) of the
Bankruptcy  Code or who  otherwise  are deemed to be  "affiliates"  or  "control
persons" of Reorganized Fine Host within the meaning of the Securities Act, will
be unable to freely transfer or sell their  securities after the Effective Date,
except pursuant to an available exemption from registration under the Securities
Act and under equivalent state securities or "blue sky" laws. See Section V.E.3.
below, The Plan of Reorganization - Securities to Be Issued Pursuant to the Plan
- Securities Law Matters.

D.       Competitive Conditions

                  Fine   Host   and   its   subsidiaries   (collectively,    the
"Enterprise")  encounter  significant  competition  in each area of the contract
food service  market in which it operates.  Food service  companies  compete for
clients on the basis of quality and service standards,  innovative approaches to
food service  facilities  design and  maximization of sales and price (including
capital  expenditures).  Competition may result in price  reductions,  decreased
gross margins and loss of market share. Certain of the Enterprise's  competitors
compete with the Enterprise on both a national and international  basis and have
greater financial and other resources than the Enterprise. In addition, existing
or potential clients may elect to "self operate" their food service, eliminating
the opportunity  for the Enterprise to compete for the account.  There can be no
assurance that the Enterprise will be able to compete successfully in the future
or that  competition will not have a material adverse effect on the Enterprise's
business, financial condition or results of operations.

E.       Dividend Policies

                  Reorganized Fine Host presently intends to retain earnings for
working  capital  and to fund  capital  expenditure  requirements,  if any  and,
therefore,  does not anticipate paying any cash dividends on its common stock in
the  foreseeable  future.  Certain  institutional  investors  may only invest in
dividend-paying  or similar current income  producing  equity  securities or may
operate under other regulatory or contractual restrictions which may prohibit or
limit  their  ability  to invest in  Reorganized  Fine Host  Common  Stock  and,
therefore, impact adversely the market and/or market price for such stock.

F.       Health and Other Governmental Regulations

                  The Enterprise's  business is subject to various  governmental
regulations incidental to its operations, such as environmental,  employment and
health and  safety  regulations.  Since it serves  alcoholic  beverages  at many
convention  centers and recreation and leisure  facilities,  the Enterprise also
holds liquor  licenses  incidental to its contract food service  business and is
subject to the  liquor  license  requirements  of the states in which it holds a
liquor license.  As of December 31, 1998, the Enterprise held liquor licenses in
22  states.  While the  application  procedures  and  requirements  for a liquor
license vary by state, the Enterprise has received an alcoholic beverage license
with  respect  to  each  application  it has  submitted,  and has  never  had an
alcoholic beverage license revoked or suspended.

                  Typically, liquor licenses must be renewed annually and may be
revoked  or  suspended  for  cause  at  any  time.  Alcoholic  beverage  control
regulations relate to numerous aspects of the Enterprise's operations, including
minimum age of patrons and employees, hours of operation, advertising, wholesale
purchasing,  inventory  control and  handling,  and storage  and  dispensing  of
alcoholic  beverages.  The Enterprise has not encountered any material  problems
relating  to  alcoholic  beverage  licenses  to date.  The failure to receive or
retain a liquor  license in a particular  location  could  adversely  affect the
Enterprise's ability to obtain such a license elsewhere.

                  The  Enterprise  is subject  to  "dram-shop"  statutes  in the
states in which its facilities are located.  These statutes  generally provide a
person  injured by an  intoxicated  person the right to recover  damages from an
establishment  which wrongfully  served  alcoholic  beverages to the intoxicated
individual.  The  Enterprise  carries liquor  liability  coverage as part of its
existing   comprehensive  general  liability  insurance  which  it  believes  is
adequate.  While  the  Enterprise  maintains  such  insurance,  there  can be no
assurance that such insurance will be adequate to cover any potential  liability
or that such insurance will continue to be available on commercially  acceptable
terms.

                  In  addition,   various  federal  and  state  agencies  impose
nutritional  guidelines and other  requirements  on the Enterprise at certain of
the education,  healthcare and corrections facilities it serves. The cost of the
Enterprise's  compliance  with  governmental  regulations has not been material.
However, there can be no assurance that additional federal or state legislation,
or changes in regulatory  implementation,  would not limit the activities of the
Enterprise  in the  future  or  significantly  increase  the cost of  regulatory
compliance.

G.       Certain Tax Matters

                  For a summary of the federal  income tax  consequences  of the
Plan to holders of Certain Claims and holders of Equity  Interests,  and to Fine
Host, see Article XIII below,  Certain  Federal Income Tax  Consequences  of the
Plan.

VII.

                                        VOTING PROCEDURES AND REQUIREMENTS

A.       Holders of Claims

                  IT IS IMPORTANT THAT HOLDERS OF CLAIMS EXERCISE THEIR RIGHT TO
VOTE TO ACCEPT OR REJECT THE PLAN. All known holders of Claims  entitled to vote
on the Plan have been sent a Ballot  together  with this  Disclosure  Statement.
Such  holders  should  read the Ballot  carefully  and  follow the  instructions
contained therein. Please use only the Ballot (or Ballots) that accompanies this
Disclosure Statement.

                  FOR YOUR VOTE TO COUNT,  YOUR  BALLOT  MUST BE RECEIVED BY THE
BALLOT AGENT (AS DEFINED BELOW), NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON
MAY 7, 1999. IF YOU MUST RETURN YOUR BALLOT TO YOUR BANK OR BROKER, OR THE AGENT
OF EITHER,  YOU MUST RETURN YOUR BALLOT TO THEM IN  SUFFICIENT  TIME FOR THEM TO
PROCESS IT AND RETURN IT TO THE BALLOT AGENT, BY THE VOTING DEADLINE.

                  ANY BALLOT  WHICH IS EXECUTED  AND RETURNED BUT WHICH DOES NOT
INDICATE AN  ACCEPTANCE OR REJECTION OF THE PLAN WILL BE DEEMED AN ACCEPTANCE OF
THE PLAN. IF YOU HAVE ANY QUESTIONS  CONCERNING VOTING PROCEDURES OR IF A BALLOT
IS DAMAGED OR LOST, YOU MAY CONTACT THE BALLOTING AGENT AT THE ADDRESS SPECIFIED
BELOW OR BY TELEPHONING:

                           PRICEWATERHOUSECOOPERS LLP
                           P.O. BOX 958, TIMES SQUARE STATION
                           NEW YORK, NEW YORK 10108
                           ATTENTION:  MR. RONALD ZAZWORSKY
                           PHONE:  (212) 597-3182

                  Additional  copies of this Disclosure  Statement are available
upon written request to:

                           Weil, Gotshal & Manges LLP
                           767 Fifth Avenue
                           New York, New York  10153
                           Attention:  Ms. Kathleen Lee


B.       Parties in Interest Entitled to Vote

                  Subject to the provisions of the Disclosure  Order, any holder
of a Claim  against  Fine Host as of March 17,  1999,  which  Claim has not been
disallowed by order of the Bankruptcy  Court, and is not disputed is entitled to
vote to accept or reject the Plan if (a) such Claim is  impaired  under the Plan
and is not of a class  that is  deemed to have  accepted  or  rejected  the Plan
pursuant to section  1126(f) and 1126(g) of the  Bankruptcy  Code and (b) either
(i) such holder's  Claim has been  scheduled by Fine Host (and such Claim is not
scheduled  as disputed,  contingent  or  unliquidated),  or (ii) such holder has
filed a proof of claim on or before the Bar Date of February  16,  1999.  Unless
otherwise  permitted  in the  Plan,  the  holder  of any  Disputed  Claim is not
entitled to vote with  respect to such  Disputed  Claim,  unless the  Bankruptcy
Court, upon application by such holder,  temporarily  allows such Disputed Claim
for the  limited  purpose  of voting to  accept  or  reject  the Plan.  Any such
application  must be heard and determined by the  Bankruptcy  Court on or before
fifteen (15) days prior to the Confirmation  Hearing.  A vote on the Plan may be
disregarded if the Bankruptcy Court determines, after notice and a hearing, that
such vote was not solicited or procured in good faith or in accordance  with the
provisions of the Bankruptcy Code.

C.       Classes Impaired and Entitled to Vote Under the Plan

                  Claims  in  Classes  3   (Subordinated   Note  Claims)  and  5
(Debenture  Rescission  Claims) are  impaired  under the Plan and the holders of
such Claims are entitled to vote to accept or reject the Plan. Claims and Equity
Interests in Sub-Class 6A and Sub-Class 6B (Statutorily  Subordinated Claims and
Equity  Interests)  are impaired  under the Plan and are deemed to have rejected
the Plan in accordance with section 1126 of the Bankruptcy Code.

D.       Vote Required for Acceptance by Class of Claims

                  The Bankruptcy Code defines acceptance of a plan by a class of
claims as acceptance by holders of at least two-thirds in dollar amount and more
than one-half in number of the claims of that class which  actually cast ballots
for acceptance or rejection of the plan.  Thus,  acceptance by a class of Claims
occurs only if at least  two-thirds in dollar amount and a majority in number of
the holders of Claims voting cast their Ballots in favor of  acceptance.  A vote
may be  disregarded  if the  Bankruptcy  Court  determines,  after  notice and a
hearing, that such acceptance or rejection was not solicited or procured in good
faith or in accordance with the provisions of the Bankruptcy Code.

                  CREDITORS  AND OTHER  PARTIES IN  INTEREST  ARE  CAUTIONED  TO
REVIEW THE DISCLOSURE  ORDER FOR A FULL  UNDERSTANDING  OF VOTING  REQUIREMENTS,
INCLUDING,  WITHOUT LIMITATION,  USE OF BALLOTS AND MASTER BALLOTS IN CONNECTION
WITH THE VOTING OF SUBORDINATED NOTE CLAIMS.

VIII.

                                             CONFIRMATION OF THE PLAN

                  Under the Bankruptcy  Code, the following  steps must be taken
to confirm the Plan.

A.       Confirmation Hearing

                  Section 1128(a) of the Bankruptcy Code requires the Bankruptcy
Court,  after notice,  to hold a hearing on  confirmation of a plan. By order of
the Bankruptcy  Court, the  Confirmation  Hearing has been scheduled for May 18,
1999,  at 9:30 a.m.,  New York City Time,  Courtroom of Chief  Bankruptcy  Judge
Peter J. Walsh,  Sixth Floor of the United States Court House,  824 North Market
Street,  Wilmington,  Delaware 19801. The Confirmation  Hearing may be adjourned
from time to time by the Bankruptcy  Court without  further notice except for an
announcement made at the Confirmation Hearing or any adjournment thereof.

                  Section 1128(b) of the Bankruptcy Code provides that any party
in interest may object to  confirmation of a plan. Any objection to confirmation
of the Plan must be in  writing,  conform  to the  Federal  Rules of  Bankruptcy
Procedure and the Local Rules of the Bankruptcy Court, set forth the name of the
objectant, the nature and amount of Claim or Equity Interest held or asserted by
the  objectant  against  Fine  Host's  estate  or  property,  the  basis for the
objection and the specific  grounds  therefor,  and be filed with the Bankruptcy
Court,  with a copy to chambers,  together  with proof of service  thereof,  and
served upon (i) Weil,  Gotshal & Manges  LLP,  Co-Attorneys  for Fine Host,  767
Fifth Avenue,  New York, New York 10153,  Attention:  Brian S. Rosen, Esq.; (ii)
Richards,  Layton & Finger, P.A., Co-Attorneys for Fine Host, One Rodney Square,
Wilmington,  Delaware 19899,  Attention:  Thomas L. Ambro, Esq., (iii) Kasowitz,
Benson, Torres & Friedman, LLP, Attorneys for the Ad Hoc Committee,  1301 Avenue
of the Americas, New York, New York, 10019,  Attention:  David M. Friedman, Esq.
and (iv) The United  States  Trustee for the  District of  Delaware,  601 Walnut
Street,  Curtis  Center,  Suite  950  West,  Philadelphia,  Pennsylvania  19106,
Attention:  Maria  Gianaraikis,  Esq.,  so as to be  received no later than 4:00
P.M., New York City Time, on May 7, 1999.

                  Objections to confirmation of the Plan are governed by Federal
Rule of Bankruptcy Procedure 9014. UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY
SERVED AND FILED, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

B.       Requirements for Confirmation of the Plan

                  At the Confirmation Hearing, the Bankruptcy Court will confirm
the Plan only if all of the  requirements of section 1129 of the Bankruptcy Code
are  met.  Among  the  requirements  for  confirmation  are that the Plan (a) is
accepted by all impaired  Classes of Claims and Equity Interests or, if rejected
by an impaired  Class,  that the Plan "does not  discriminate  unfairly"  and is
"fair and equitable" as to such Class, (b) is feasible,  and (c) is in the "best
interests" of holders of Claims and Equity Interests impaired under the Plan.

1.       Acceptance

                  Claims in Classes 3 and 5 are  impaired  under and entitled to
vote on the Plan  and,  therefore,  must  accept  the Plan in order for it to be
confirmed without application of the "fair and equitable test," described below,
to such Classes. As stated above, Classes 3 and 5 will have accepted the Plan if
the Plan is accepted by at least  two-thirds  in dollar amount and a majority in
number of the Claims of each such Class of such  creditors  (other than any such
creditor  designated  under section  1126(e) of the  Bankruptcy  Code) that have
voted to accept or reject the Plan.  Claims and Equity Interests in Sub-Class 6A
and Sub-Class 6B, respectively, are impaired and are deemed to have rejected the
Plan in accordance with section 1126 of the Bankruptcy Code.

2.       Fair and Equitable Test

                  Fine Host may seek to  confirm  the Plan  notwithstanding  the
nonacceptance  of the Plan by any impaired Class of Claims or Equity  Interests.
To obtain such  confirmation,  it must be demonstrated  to the Bankruptcy  Court
that the Plan "does not discriminate  unfairly" and is "fair and equitable" with
respect to such dissenting impaired Class. A plan does not discriminate unfairly
if the legal  rights of a  dissenting  class are treated in a manner  consistent
with the treatment of other classes whose legal rights are substantially similar
to those  of the  dissenting  class  and if no class  receives  more  than it is
entitled to for its claims or equity interests. Fine Host believes that the Plan
satisfies this requirement.

                  The Bankruptcy Code establishes different "fair and equitable"
tests for unsecured claims and equity interests, as follows:

(a)      Unsecured Claims.

                  Either (i) each holder of an impaired unsecured claim receives
         or retains  under the plan  property  of a value equal to the amount of
         its allowed claim or (ii) the holders of claims and interests  that are
         junior to the  claims of the  dissenting  class  will not  receive  any
         property under the plan.

(b)      Equity Interests.

                   Either (i) each equity interest holder will receive or retain
         under the plan  property  of a value  equal to the  greater  of (x) the
         fixed liquidation preference or redemption price, if any, of such stock
         or (y) the value of the stock,  or (ii) the holders of  interests  that
         are junior to the stock will not receive any property under the plan.

                  FINE  HOST  BELIEVES  THAT  THE  PLAN  MAY BE  CONFIRMED  ON A
NONCONSENSUAL  BASIS  (PROVIDED AT LEAST ONE  IMPAIRED  CLASS OF CLAIMS VOTES TO
ACCEPT THE PLAN).  ACCORDINGLY,  FINE HOST WILL  DEMONSTRATE AT THE CONFIRMATION
HEARING  THAT THE PLAN  SATISFIES  THE  REQUIREMENTS  OF SECTION  1129(b) OF THE
BANKRUPTCY CODE AS TO ANY NON-ACCEPTING CLASS.

3.       Feasibility

                  The Bankruptcy  Code requires that  confirmation  of a plan is
not likely to be followed by the  liquidation or the need for further  financial
reorganization of a debtor.  For purposes of determining  whether the Plan meets
this  requirement,  Fine Host has analyzed  its ability to meet its  obligations
under  the Plan and has  prepared  projections  for  Reorganized  Fine Host (the
"Projections")  for the  each of the four  fiscal  years  in the  period  ending
December 31, 2002. The  Projections,  and the  significant  assumptions on which
they are based, are annexed hereto as Exhibit "E". Based upon such  Projections,
Fine Host  believes it will have  sufficient  assets to satisfy its  obligations
under the Plan and that confirmation of the Plan is not likely to be followed by
liquidation or the need for further financial reorganization.

                  The Projections include:

                           (1)      Significant Assumptions;
                           (2) Projected Pro Forma Consolidated  Balance Sheets;
                           (3)  Projected Pro Forma  Consolidated  Statements of
                           Operations;  (4)  Projected  Pro  Forma  Consolidated
                           Statements of Cash Flows; and (5) Projected Pro Forma
                           Capitalization.

                  The Projections are based on the assumption that the Plan will
be confirmed by the  Bankruptcy  Court and, for  projection  purposes,  that the
Effective Date of the Plan will take place no later than April 30, 1999.

4.       "Best Interests" Test

                  With  respect  to each  impaired  Class of Claims  and  Equity
Interests,  confirmation  of the Plan  requires that each such holder either (a)
accepts the Plan or (b) receives or retains  under the Plan property of a value,
as of the  Effective  Date of the Plan,  that is not less  than the  value  such
holder would  receive or retain if Fine Host was  liquidated  under Chapter 7 of
the Bankruptcy Code.

                  This analysis  requires the Bankruptcy Court to determine what
the holders of Allowed  Claims and Allowed  Equity  Interests  in each  impaired
class would receive from the liquidation of Fine Host's assets and properties in
the context of a Chapter 7  liquidation  case.  The cash  amount  which would be
available for the  satisfaction of Unsecured Claims and Equity Interests of Fine
Host  would  consist  of the  proceeds  resulting  from the  disposition  of the
unencumbered  assets of Fine Host,  augmented by the  unencumbered  cash held by
Fine Host at the time of the  commencement  of the  liquidation  case. Such cash
amount would be reduced by the costs and expenses of the liquidation and by such
additional   administrative  and  priority  claims  that  may  result  from  the
termination of Fine Host's business and the use of Chapter 7 for the purposes of
liquidation.

                  Fine Host's costs of liquidation under Chapter 7 would include
the fees  payable  to a  trustee  in  bankruptcy,  as well as those  payable  to
attorneys  and other  professionals  that such a trustee  may  engage,  plus any
unpaid  expenses  incurred  by Fine Host  during the  Chapter  11 Case,  such as
compensation  for  attorneys,  financial  advisors,  accountants  and  costs and
expenses of members of any official committees that are allowed in the Chapter 7
case.  In  addition,  claims would arise by reason of the breach or rejection of
obligations  incurred and  executory  contracts  entered into or assumed by Fine
Host during the pendency of the Chapter 11 Case.

                  The foregoing  types of Claims and such other claims which may
arise in the  liquidation  case or result from the pending Chapter 11 Case would
be paid in full  from the  liquidation  proceeds  before  the  balance  of those
proceeds would be made available to pay prepetition Claims.

                  To  determine  if the  Plan is in the best  interests  of each
impaired class, the present value of the distributions  from the proceeds of the
liquidation of Fine Host's assets and properties (after  subtracting the amounts
attributable  to the  aforesaid  claims) is then compared with the present value
offered to such classes of Claims and Equity Interests under the Plan.

                  In applying the "best  interests"  test,  it is possible  that
Claims  and  Equity  Interests  in the  Chapter  7 case  may  not be  classified
according to the seniority of such Claims and Equity  Interests.  In the absence
of a  contrary  determination  by  the  Bankruptcy  Court,  all  pre-Chapter  11
Unsecured Claims which have the same rights upon liquidation would be treated as
one class for the purposes of  determining  the  potential  distribution  of the
liquidation  proceeds  resulting  from  the  Chapter  7 case of Fine  Host.  The
distributions  from the  liquidation  proceeds would be calculated on a pro rata
basis  according  to the amount of the Claim held by each  creditor.  Therefore,
creditors  who  claim  to  be  third-party   beneficiaries  of  any  contractual
subordination  provisions  might  have  to  seek  to  enforce  such  contractual
subordination  provisions  in the  Bankruptcy  Court  or  otherwise.  Fine  Host
believes that the most likely outcome of liquidation proceedings under Chapter 7
would be the  application  of the rule of absolute  priority  of  distributions.
Under that rule, no junior creditor  receives any distribution  until all senior
creditors  are paid in full  with  interest,  and no  stockholder  receives  any
distribution until all creditors are paid in full with  post-petition  interest.
Consequently,  Fine Host  believes  that  under  Chapter  7,  holders  of Equity
Interests would receive no distributions.

                  After   consideration   of  the  effects   that  a  Chapter  7
liquidation  would have on the ultimate  proceeds  available for distribution to
creditors  in the  Chapter  11 case,  including:  (a) the  increased  costs  and
expenses of a liquidation under Chapter 7 arising from fees payable to a trustee
in bankruptcy and  professional  advisors to such trustee;  (b) the  substantial
erosion in value of assets in a Chapter 7 case in the context of the expeditious
liquidation required under Chapter 7 and the "forced sale" atmosphere that would
prevail;  (c) the adverse  effects on the  salability of business  segments as a
result of the departure of key  employees,  the loss of customers and suppliers;
and (d) the  substantial  increases  in claims  which  would be  satisfied  on a
priority  basis or on parity with  creditors  in the Chapter 11 Case,  Fine Host
believes  that  confirmation  of the Plan will provide each holder of an Allowed
Claim or Allowed Equity  Interest with not less than the amount it would receive
pursuant to liquidation of Fine Host under Chapter 7 of the Bankruptcy Code.

                  Fine Host also  believes  that the value of any  distributions
from the  liquidation  proceeds  to each class of allowed  claims in a Chapter 7
case would be less than the value of  distributions  under the Plan because such
distributions  in a Chapter 7 case would not occur for a  substantial  period of
time. It is likely that distribution of the proceeds of the liquidation could be
delayed for at least a year or more after the completion of such  liquidation in
order to resolve  claims and  prepare  for  distributions.  In the likely  event
litigation  were necessary to resolve claims asserted in the Chapter 7 case, the
delay could be prolonged.

                  The  Debtor's  Liquidation  Analysis  is  attached  hereto  as
Exhibit "D". The  information set forth in Exhibit "D" provides a summary of the
liquidation  values of the Debtor's  assets  assuming a Chapter 7 liquidation in
which a trustee  appointed by the Bankruptcy Court would liquidate the assets of
the Debtor's estate.  Reference should be made to the Liquidation Analysis for a
complete   discussion  and  presentation  of  the  Liquidation   Analysis.   The
Liquidation Analysis was prepared by management of Fine Host with the assistance
of BT Alex. Brown.

                  Underlying the Liquidation  Analysis are a number of estimates
and  assumptions  that,   although   developed  and  considered   reasonable  by
management,  are  inherently  subject to  significant  economic and  competitive
uncertainties and contingencies  beyond the control of Fine Host and management.
The  Liquidation  Analysis  is  also  based  upon  assumptions  with  regard  to
liquidation  decisions  that are  subject  to  change.  Accordingly,  the values
reflected  may not be  realized  if Fine Host was,  in fact,  to undergo  such a
liquidation.  The Chapter 7 liquidation  period is assumed to be a period of six
to twelve months following the  discontinuance of operations.  This period would
allow for the collection of  receivables,  selling of assets  including  service
contracts, and the winding down of operations.

IX.

                                                    PROJECTIONS

A.       Introduction

1.       Purpose of the Projections

                  As a condition to  confirmation of a plan, the Bankruptcy Code
requires,   among  other  things,  that  the  Bankruptcy  Court  determine  that
confirmation  is not likely to be  followed by the  liquidation  or the need for
further  financial   reorganization  of  Fine  Host.  See  Section  VIII  above,
Confirmation  of the Plan --  Requirements  for  Confirmation  of the  Plan.  In
connection  with the  development  of the Plan,  and for purposes of determining
whether the Plan satisfies this feasibility standard, Fine Host's management has
analyzed  the ability of Fine Host to meet its  obligations  under the Plan.  In
this regard,  Fine Host developed  business  plans and  Projections of earnings,
cash  flows and  financial  position  for each of the four  fiscal  years in the
period ending  December 31, 2002.  See Section VIII above,  Confirmation  of the
Plan -- Requirements For Confirmation of the Plan -- Feasibility.

                  The Projections, annexed hereto as Exhibit "E", should be read
in conjunction with the assumptions, qualifications, and the footnotes to tables
containing  the  Projections  set forth  therein,  the  historical  consolidated
financial information  (including the notes and schedules thereto) and the other
information set forth in the Annual Report on Form 10-K and the Quarterly Report
on Form 10-Q  annexed  hereto as Exhibits  "F" and "G",  respectively,  the full
texts of which are incorporated herein by reference,  and the Selected Financial
Data appearing in Article X below, Financial  Information.  The Projections were
prepared in good faith based upon  assumptions  believed  to be  reasonable  and
applied in a manner consistent with past practice.

                  THE  PROJECTIONS  WERE NOT  PREPARED  WITH A VIEW TO COMPLYING
WITH THE  GUIDELINES  FOR  PROSPECTIVE  FINANCIAL  STATEMENTS  PUBLISHED  BY THE
AMERICAN  INSTITUTE OF CERTIFIED PUBLIC  ACCOUNTANTS  ("AICPA") OR THE FINANCIAL
ACCOUNTING  STANDARDS  BOARD  ("FASB").  FINE  HOST'S  INDEPENDENT  ACCOUNTANTS,
PRICEWATERHOUSECOOPERS  LLP, HAVE NEITHER COMPILED NOR EXAMINED THE ACCOMPANYING
PROSPECTIVE FINANCIAL  INFORMATION TO DETERMINE THE REASONABLENESS  THEREOF AND,
ACCORDINGLY,  HAVE NOT EXPRESSED ANY OPINION OR ANY OTHER FORM OF ASSURANCE WITH
RESPECT THERETO.

                  FINE  HOST  DOES  NOT,  AS A MATTER  OF  COURSE,  PUBLISH  ITS
BUSINESS  PLANS AND  STRATEGIES  OR  PROJECTIONS  OF ITS  ANTICIPATED  FINANCIAL
POSITION,  RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY,  FINE HOST DOES NOT
INTEND,  AND DISCLAIMS ANY OBLIGATION TO, (A) FURNISH UPDATED  BUSINESS PLANS OR
PROJECTIONS TO HOLDERS OF CLAIMS OR EQUITY INTERESTS PRIOR TO THE EFFECTIVE DATE
OR TO HOLDERS OF REORGANIZED FINE HOST COMMON STOCK OR ANY OTHER PARTY AFTER THE
EFFECTIVE DATE, (B) INCLUDE SUCH UPDATED  INFORMATION IN ANY DOCUMENTS WHICH MAY
BE  REQUIRED  TO BE FILED  WITH THE SEC,  OR (C)  OTHERWISE  MAKE  SUCH  UPDATED
INFORMATION PUBLICLY AVAILABLE.

                  THE PROJECTIONS PROVIDED IN THE DISCLOSURE STATEMENT HAVE BEEN
PREPARED BY FINE HOST'S  MANAGEMENT.  THESE  PROJECTIONS,  WHILE  PRESENTED WITH
NUMERICAL  SPECIFICITY,  NECESSARILY  ARE BASED UPON A VARIETY OF ESTIMATES  AND
ASSUMPTIONS,  WHICH,  THOUGH  CONSIDERED  REASONABLE BY  MANAGEMENT,  MAY NOT BE
REALIZED,  AND ARE  INHERENTLY  SUBJECT TO  SIGNIFICANT  BUSINESS,  ECONOMIC AND
COMPETITIVE  UNCERTAINTIES  AND  CONTINGENCIES,  MANY OF WHICH  ARE  BEYOND  THE
PARTIES' CONTROL.  FINE HOST CAUTIONS THAT NO REPRESENTATIONS  CAN BE MADE AS TO
THE ACCURACY OF THESE  FINANCIAL  PROJECTIONS  OR TO THE ABILITY OF  REORGANIZED
FINE HOST TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT
MATERIALIZE,  AND EVENTS AND CIRCUMSTANCES  OCCURRING  SUBSEQUENT TO THE DATE ON
WHICH THESE  PROJECTIONS  WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED,  OR
MAY BE  UNANTICIPATED  AND THUS MAY AFFECT  FINANCIAL  RESULTS IN A MATERIAL AND
POSSIBLY ADVERSE MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A
GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

X.

                                               FINANCIAL INFORMATION

A.       General

                  The audited  consolidated  balance sheets for the fiscal years
ended  December  25, 1996 and  December  31,  1997 and the related  consolidated
statements of operations, shareholders' equity (deficit) and cash flows for each
of the three years ended December 31, 1997,  December 25, 1996, and December 27,
1995 (unaudited),  of Fine Host and its subsidiaries are contained in the Annual
Report on Form 10-K,  a copy of which is annexed  hereto as Exhibit "F", and the
full  text of which is  incorporated  herein  by  reference.  In  addition,  the
unaudited consolidated balance sheets for the fiscal quarter ended September 30,
1998, and the related  consolidated  statements of operations and cash flows for
the fiscal  quarter ended  September 30, 1998 of Fine Host and its  subsidiaries
are contained in the  Quarterly  Report on Form 10-Q, a copy of which is annexed
hereto as  Exhibit  "G",  and the full text of which is  incorporated  herein by
reference.  The aforementioned  financial  information is provided to permit the
holders  of Claims  and  Equity  Interests  to  better  understand  Fine  Host's
historical business performance.

B.       Selected Financial Data

                  Reference  is made to "Item 6.  Selected  Financial  Data" set
forth in the Annual Report on Form 10-K and "Part I. Financial  Statements"  set
forth in the Quarterly Report on Form 10-Q, which are annexed hereto as Exhibits
"E" and "F",  respectively,  and the full texts of which are incorporated herein
by reference.

C.       Management's Discussion and Analysis of Financial Condition and Results
of Operations

                  For  a  detailed  discussion  by  management  of  Fine  Host's
financial  condition,  most recent results of operations,  liquidity and capital
resources,  reference  is made  to  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations" in the Annual Report on Form 10-K
and Quarterly  Report on Form 10-Q, which are annexed hereto as Exhibits "F" and
"G", and the full texts of which are incorporated herein by reference.

XI.

                                               REORGANIZATION VALUE

                  Fine Host has been advised by BT Alex.  Brown,  its  financial
advisor,  with respect to the reorganization value of Reorganized Fine Host on a
going concern  basis.  Solely for purposes of the Plan,  the estimated  range of
reorganization  values of Reorganized  Fine Host,  after  distributions  of cash
pursuant  to the Plan,  was  assumed  to be  approximately  $95  million to $130
million  (with a midpoint  value of $112.5  million) as of an assumed  Effective
Date of April 30, 1999.

                  THE  ASSUMED  RANGE  OF  THE  REORGANIZATION  VALUE,  AS OF AN
ASSUMED  EFFECTIVE  DATE OF APRIL 30, 1999,  REFLECTS WORK PERFORMED BY BT ALEX.
BROWN ON THE BASIS OF  INFORMATION IN RESPECT OF THE BUSINESS AND ASSETS OF FINE
HOST AVAILABLE TO BT ALEX.  BROWN AS OF JANUARY 9, 1999.  NEITHER BT ALEX. BROWN
NOR FINE HOST HAS UPDATED THE  ESTIMATED  RANGE OF THE  REORGANIZATION  VALUE TO
REFLECT  INFORMATION  AVAILABLE  TO FINE HOST OR BT ALEX.  BROWN  SUBSEQUENT  TO
JANUARY 9, 1999. HOWEVER, BT ALEX. BROWN SUBSEQUENTLY  REVIEWED THE RANGE OF THE
REORGANIZATION VALUE BASED ON ADDITIONAL  INFORMATION IN RESPECT OF THE BUSINESS
AND ASSETS OF FINE HOST AVAILABLE TO BT ALEX. BROWN AS OF FEBRUARY 15, 1999, AND
DETERMINED THAT THE RANGE OF REORGANIZATION VALUE MAY IN FACT BE AT OR BELOW THE
MID-POINT VALUE OF THE RANGE.

                  Based upon the assumed  range of the  reorganization  value of
Reorganized Fine Host of between $95.0 million and $130.0 million and an assumed
total debt (including  capital lease obligations) of approximately $5.5 million,
Fine Host has  employed  an imputed  estimate  of the range of equity  value for
Reorganized  Fine Host of  between  $89.5  million  and $124.5  million,  with a
midpoint value of $107.0 million.  Assuming a distribution of 10,000,000  shares
of Reorganized Fine Host Common Stock pursuant to the Plan, the imputed estimate
of the range of equity value on a per share basis for  Reorganized  Fine Host is
between $8.95 and $12.45 per share, with a midpoint value of $10.70 per share.

                  For purposes of  determining  reorganization  value,  BT Alex.
Brown assumed that the impact on the equity value of Reorganized  Fine Host from
the issuance of the New Warrants and the  Management  Options  would be minimal.
This assumption is based on among other reasons,  the fact that there is minimal
economic  dilution  given (i) the $13.19  exercise  price of the New Warrants is
higher than the midpoint value of $10.70 per share, and (ii) the strike price of
75% of the  Management  Options is higher than the midpoint  value of $10.70 per
share (the remaining 25% of the Management Options have a $10.00 strike price).

                  The  foregoing  estimates  of  the  reorganization   value  of
Reorganized  Fine  Host are  based  on a  number  of  assumptions,  including  a
successful  reorganization  of Fine  Host's  business  and  finances in a timely
manner,  the  implementation  of the Reorganized  Fine Host's business plan, the
achievement of the forecasts reflected in the Projections,  market conditions as
of February 15, 1999, continuing through the assumed Effective Date of April 30,
1999, and the Plan becoming effective in accordance with the estimates and other
assumptions discussed herein.

                  IN  ESTIMATING  THE  RANGE  OF  THE  REORGANIZATION  VALUE  OF
REORGANIZED FINE HOST, BT ALEX. BROWN: (I) REVIEWED CERTAIN HISTORICAL FINANCIAL
INFORMATION  OF FINE HOST FOR RECENT YEARS AND INTERIM  PERIODS;  (II)  REVIEWED
CERTAIN INTERNAL  FINANCIAL AND OPERATING DATA OF FINE HOST INCLUDING  FINANCIAL
PROJECTIONS,  PREPARED AND PROVIDED BY  MANAGEMENT  RELATING TO ITS BUSINESS AND
ITS PROSPECTS;  (III) MET WITH CERTAIN MEMBERS OF SENIOR MANAGEMENT OF FINE HOST
TO DISCUSS FINE HOST'S OPERATIONS AND FUTURE  PROSPECTS;  (IV) REVIEWED PUBLICLY
AVAILABLE  FINANCIAL DATA AND  CONSIDERED THE MARKET VALUES OF PUBLIC  COMPANIES
WHICH BT ALEX.  BROWN DEEMED GENERALLY  COMPARABLE TO THE OPERATING  BUSINESS OF
FINE HOST; (V) CONSIDERED CERTAIN ECONOMIC AND INDUSTRY  INFORMATION RELEVANT TO
THE OPERATING  BUSINESS;  AND (VI) REVIEWED CERTAIN  ANALYSES  PREPARED BY OTHER
FIRMS  RETAINED  BY  FINE  HOST  AND  CONDUCTED  SUCH  OTHER  STUDIES,  ANALYSES
INQUIRIES, AND INVESTIGATIONS AS IT DEEMED APPROPRIATE.  ALTHOUGH BT ALEX. BROWN
CONDUCTED A REVIEW AND ANALYSIS OF FINE HOST'S  BUSINESS,  OPERATING  ASSETS AND
LIABILITIES AND REORGANIZED FINE HOST'S BUSINESS PLANS, IT ASSUMED AND RELIED ON
THE  ACCURACY  AND  COMPLETENESS  OF ALL (I)  FINANCIAL  AND  OTHER  INFORMATION
FURNISHED TO IT BY FINE HOST AND BY OTHER FIRMS  RETAINED BY FINE HOST, AND (II)
PUBLICLY  AVAILABLE  INFORMATION,  INCLUDING  TO THE EXTENT  RELEVANT  PRECEDENT
TRANSACTIONS.  SEE EXHIBIT "H" HERETO FOR A DISCUSSION OF PRECEDENT TRANSACTIONS
AND THE APPROPRIATE  WEIGHT ACCORDED SUCH  TRANSACTIONS.  IN ADDITION,  BT ALEX.
BROWN DID NOT INDEPENDENTLY  VERIFY MANAGEMENT'S  PROJECTIONS IN CONNECTION WITH
SUCH ESTIMATES OF THE  REORGANIZATION  VALUE,  AND NO INDEPENDENT  VALUATIONS OR
APPRAISALS OF FINE HOST WERE SOUGHT OR OBTAINED IN CONNECTION HEREWITH.

                  ESTIMATES  OF THE  REORGANIZATION  VALUE DO NOT  PURPORT TO BE
APPRAISALS OR NECESSARILY REFLECT THE VALUES WHICH MAY BE REALIZED IF ASSETS ARE
SOLD AS A GOING CONCERN, IN LIQUIDATION, OR OTHERWISE.

                  IN THE CASE OF  REORGANIZED  FINE HOST,  THE  ESTIMATES OF THE
REORGANIZATION  VALUE  PREPARED BY BT ALEX.  BROWN  REPRESENT  THE  HYPOTHETICAL
REORGANIZATION  ENTERPRISE  VALUE OF REORGANIZED  FINE HOST. SUCH ESTIMATES WERE
DEVELOPED  SOLELY FOR PURPOSES OF THE  FORMULATION  AND NEGOTIATION OF A PLAN OF
REORGANIZATION  AND THE  ANALYSIS OF IMPLIED  RELATIVE  RECOVERIES  TO CREDITORS
THEREUNDER.  SUCH ESTIMATES  REFLECT  COMPUTATIONS OF THE RANGE OF THE ESTIMATED
REORGANIZATION ENTERPRISE VALUE OF REORGANIZED FINE HOST THROUGH THE APPLICATION
OF VARIOUS  VALUATION  TECHNIQUES  AND DO NOT  PURPORT TO REFLECT OR  CONSTITUTE
APPRAISALS,  LIQUIDATION VALUES OR ESTIMATES OF THE ACTUAL MARKET VALUE THAT MAY
BE REALIZED  THROUGH  THE SALE OF ANY  SECURITIES  TO BE ISSUED  PURSUANT TO THE
PLAN, WHICH MAY BE SIGNIFICANTLY DIFFERENT THAN THE AMOUNTS SET FORTH HEREIN.

                  THE VALUE OF AN  OPERATING  BUSINESS  IS SUBJECT  TO  NUMEROUS
UNCERTAINTIES  AND  CONTINGENCIES  WHICH  ARE  DIFFICULT  TO  PREDICT,  AND WILL
FLUCTUATE  WITH  CHANGES  IN  FACTORS  AFFECTING  THE  FINANCIAL  CONDITION  AND
PROSPECTS  OF SUCH A  BUSINESS.  AS A RESULT,  THE  ESTIMATE OF THE RANGE OF THE
REORGANIZATION ENTERPRISE VALUE OF REORGANIZED FINE HOST SET FORTH HEREIN IS NOT
NECESSARILY  INDICATIVE OF ACTUAL OUTCOMES,  WHICH MAY BE SIGNIFICANTLY  MORE OR
LESS  FAVORABLE  THAN  THOSE  SET  FORTH  HEREIN.  BECAUSE  SUCH  ESTIMATES  ARE
INHERENTLY SUBJECT TO UNCERTAINTIES,  NEITHER FINE HOST, BT ALEX. BROWN, NOR ANY
OTHER  PERSON  ASSUMES  RESPONSIBILITY  FOR THEIR  ACCURACY.  IN  ADDITION,  THE
VALUATION OF NEWLY-ISSUED SECURITIES IS SUBJECT TO ADDITIONAL  UNCERTAINTIES AND
CONTINGENCIES,  ALL OF WHICH ARE  DIFFICULT TO PREDICT.  ACTUAL MARKET PRICES OF
SUCH  SECURITIES  AT ISSUANCE WILL DEPEND UPON,  AMONG OTHER THINGS,  PREVAILING
INTEREST RATES,  CONDITIONS IN THE FINANCIAL  MARKETS,  THE ANTICIPATED  INITIAL
SECURITIES  HOLDINGS  OF  PREPETITION  CREDITORS,  SOME OF WHICH  MAY  PREFER TO
LIQUIDATE THEIR  INVESTMENT  RATHER THAN HOLD IT ON A LONG-TERM BASIS, AND OTHER
FACTORS WHICH GENERALLY INFLUENCE THE PRICES OF SECURITIES.

                  THE  ESTIMATES OF THE  REORGANIZATION  VALUE  DETERMINED BY BT
ALEX. BROWN REPRESENT ESTIMATED  REORGANIZATION VALUES AND DO NOT REFLECT VALUES
THAT COULD BE ATTAINABLE IN THE PUBLIC OR PRIVATE MARKETS.  THE IMPUTED ESTIMATE
OF THE  RANGE OF THE  REORGANIZATION  EQUITY  VALUE  OF  REORGANIZED  FINE  HOST
ASCRIBED  IN  THE   ANALYSIS   DOES  NOT  PURPORT  TO  BE  AN  ESTIMATE  OF  THE
POST-REORGANIZATION  MARKET  TRADING  VALUE.  ANY  SUCH  TRADING  VALUE  MAY  BE
MATERIALLY  DIFFERENT  FROM THE IMPUTED  ESTIMATE OF THE  REORGANIZATION  EQUITY
VALUE RANGE FOR REORGANIZED FINE HOST ASSOCIATED WITH BT ALEX. BROWN'S VALUATION
ANALYSIS.

                  Reorganized  Fine Host may,  in its  discretion,  seek to list
Reorganized  Fine Host  Common  Stock for  trading.  There can be no  assurance,
however,  that the stock will be so listed  and,  if so  listed,  that an active
trading market would develop.

XII.

                                   ALTERNATIVES TO CONFIRMATION AND CONSUMMATION
                                                    OF THE PLAN

                  Fine  Host has  evaluated  several  alternatives  to the Plan,
including the liquidation of Fine Host. After studying these alternatives,  Fine
Host has  concluded  that the Plan is the  best  alternative  and will  maximize
recoveries  by parties  in  interest,  assuming  confirmation  of the Plan.  The
following  discussion  provides a summary of Fine Host's analysis leading to its
conclusion that a liquidation or alternative  plan of  reorganization  would not
provide the highest value to parties in interest.

A.       Liquidation Under Chapter 7

                  If no plan of  reorganization  can be  confirmed,  Fine Host's
Chapter 11 Case may be  converted  to a case under  Chapter 7 of the  Bankruptcy
Code in which a trustee would be elected or appointed to liquidate the assets of
Fine Host for  distribution  to its creditors in accordance  with the priorities
established by the Bankruptcy  Code. A discussion of the effect that a Chapter 7
liquidation  would have on the recovery of holders of Allowed Claims and Allowed
Equity Interests is set forth in Section  VIII.B.4.,  Confirmation of the Plan -
Requirements  for  Confirmation  of the Plan - Best  Interests  Test.  Fine Host
believes  that  liquidation   under  Chapter  7  would  result  in  (1)  smaller
distributions  being made to creditors  than those provided for in the Plan, (2)
no distributions being made to holders of Equity Interests,  and (3) the failure
to realize the greater going concern value of the Debtor's assets.

B.       Alternative Plan of Reorganization

                  If the Plan is not confirmed,  Fine Host or any other party in
interest could attempt to formulate a different  plan. Such a plan might involve
either a  reorganization  and continuation of Fine Host's business or an orderly
liquidation  of its  assets.  Fine Host  believes  that the Plan,  as  described
herein,  enables holders of Claims and Equity  Interests to realize the greatest
recovery under the circumstances. In a liquidation under Chapter 11, Fine Host's
assets would be sold in an orderly  fashion over a more extended  period of time
than in a liquidation  under Chapter 7, probably  resulting in somewhat  greater
recoveries  then under  Chapter 7.  Further,  if a trustee  were not  appointed,
because one is not required in a Chapter 11 case, the expenses for  professional
fees would most likely be lower than in a Chapter 7 case. Although preferable to
a Chapter 7 liquidation,  Fine Host believes that a liquidation under Chapter 11
is a much less attractive  alternative to holders of Claims and Equity Interests
than the Plan  because  the return to  holders  of Claims  and Equity  Interests
provided  for in the Plan is  likely  to be  greater  than the  returns  under a
Chapter 11 liquidation.

XIII.

               CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

                  The following discussion summarizes certain federal income tax
consequences of the implementation of the Plan to the Debtor and certain holders
of Claims and Equity  Interests.  The  following  summary  does not  address the
federal  income  tax  consequences  to holders of claims  that are  entitled  to
payment in full under the Plan  (e.g.,  holders  of  Allowed  General  Unsecured
Claims,  holders  of  Allowed  Priority  Tax  Claims)  and to holders of Allowed
Secured Claims).

                  The   following   summary  is  based  on  the  IRC,   Treasury
regulations   promulgated  and  proposed  thereunder,   judicial  decisions  and
published  administrative  rules  and  pronouncements  of the  Internal  Revenue
Service  ("IRS") as in effect on the date  hereof.  Changes in such rules or new
interpretations  thereof  may have  retroactive  effect and could  significantly
affect the federal income tax consequences described below.

                  The federal  income tax  consequences  of the Plan are complex
and are subject to  significant  uncertainties.  The Debtor has not  requested a
ruling  from the IRS or an  opinion of  counsel  with  respect to any of the tax
aspects of the Plan.  Thus, no assurance  can be given as to the  interpretation
that the IRS will adopt.  In addition,  this  summary does not address  foreign,
state or local tax  consequences of the Plan, nor does it purport to address the
federal  income tax  consequences  of the Plan to special  classes of  taxpayers
(such as foreign  taxpayers,  broker-dealers,  banks,  mutual  funds,  insurance
companies,   financial   institutions,   small  business  investment  companies,
regulated  investment  companies,  tax-exempt  organizations,  and  investors in
pass-through entities).

                  ACCORDINGLY,  THE FOLLOWING  SUMMARY OF CERTAIN FEDERAL INCOME
TAX CONSEQUENCES IS FOR INFORMATIONAL  PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR
CAREFUL  TAX  PLANNING  AND  ADVICE  BASED  UPON  THE  INDIVIDUAL  CIRCUMSTANCES
PERTAINING TO A HOLDER OF A CLAIM OR EQUITY  INTEREST.  ALL HOLDERS OF CLAIMS OR
EQUITY  INTERESTS  ARE URGED TO CONSULT  THEIR OWN TAX ADVISORS FOR THE FEDERAL,
STATE,   LOCAL  AND  OTHER  TAX  CONSEQUENCES   APPLICABLE  UNDER  THE  PLAN  OF
REORGANIZATION.

A.       Consequences to the Debtor

                  The Debtor reported a consolidated  net operating loss ("NOL")
carryforward for federal income tax purposes of  approximately  $28.8 million as
of the end of its taxable year ended  December 31, 1997, and expects to report a
further loss for its taxable year ended December 31, 1998.  Additional  NOLs may
be recognized prior to the Effective Date. The amount of such NOL  carryforwards
and other losses remain subject to adjustment by the IRS. Moreover, as discussed
below, such NOL carryforwards  (and possibly certain other tax attributes of the
Debtor) may be reduced or subject to limitation upon the  implementation  of the
Plan.

1.       Cancellation of Debt

                  In general,  the IRC  provides  that a debtor in a  bankruptcy
case must reduce certain of its tax attributes -- such as its NOL  carryforwards
and current year NOLs, tax credits,  and tax basis in assets -- by the amount of
any  cancellation of debt ("COD").  COD is the amount by which the  indebtedness
discharged exceeds any consideration  given in exchange therefor.  Any reduction
in tax attributes  generally occurs on a separate company basis, even though the
Debtor  files a  consolidated  federal  income  tax  return.  As a result of the
satisfaction  and discharge of Claims  pursuant to the Plan (in  particular  the
Subordinated Note Claims),  the Debtor will suffer COD and attribute  reduction,
except to the extent that one or more statutory  exceptions to COD and attribute
reduction apply (such as where the payment of the Claim would have given rise to
a tax deduction).  The extent of such COD and resulting attribute reduction will
depend  primarily  on the  amount  of cash  and the  fair  market  value  of the
Reorganized   Fine  Host  Common  Stock   distributed  in  satisfaction  of  the
Subordinated  Note  Claims.  Based on the  midpoint  of the  range of  estimated
imputed equity values for the Reorganized Fine Host Common Stock (see Section V,
Reorganization Value, above) and approximately $45 million of Creditor Cash, the
Debtor  anticipates  that it will  incur  approximately  $24  million of COD and
resulting attribute reduction for federal income tax purposes.

2.       Limitations on NOL Carryforwards
                  and Other Tax Attributes

                  Following the  implementation  of the Plan,  any  consolidated
NOLs (and carryforwards  thereof) and certain other tax attributes of the Debtor
allocable  to  periods  prior  to the  Effective  Date  will be  subject  to the
limitations imposed by Section 382 of the IRC.

                  Under  Section 382, if a  corporation  undergoes an "ownership
change,"  the amount of its  pre-change  losses  that may be  utilized to offset
future  taxable  income is, in general,  subject to an annual  limitation.  Such
limitation  also may apply to certain losses or deductions  which are "built-in"
(i.e.,  economically  accrued but  unrecognized) as of the date of the ownership
change that are subsequently  recognized.  The issuance of Reorganized Fine Host
Common Stock  pursuant to the Plan will  constitute  an ownership  change of the
Debtor.

                  The amount of the annual  limitation to which the Debtor would
be  subject  generally  should be equal to the  product of (i) the lesser of the
value of the equity of  Reorganized  Fine Host  immediately  after the ownership
change or the value of the Debtor's consolidated gross assets immediately before
such change (with certain  adjustments) and (ii) the "long-term tax exempt rate"
in  effect  for the  month in which  the  ownership  change  occurs  (4.70%  for
ownership changes occurring in February 1999).  However,  if the Debtor does not
continue  its  historic  business or use a  significant  portion of its business
assets in a new business for two years after the  ownership  change,  the annual
limitation would be zero.

                  As  stated  above,  Section  382  also  can  operate  to limit
built-in losses recognized  subsequent to the date of the ownership change. If a
loss corporation has a net unrealized  built-in loss at the time of an ownership
change  (taking into account most assets and all items of "built-in"  income and
deductions), then any built-in losses recognized during the following five years
(up to the amount of the original net built-in  loss)  generally will be treated
as a pre-change  loss and  similarly  will be subject to the annual  limitation.
Conversely,  if the loss  corporation has a net unrealized  built-in gain at the
time of an ownership change,  any built-in gains recognized during the following
five years (up to the amount of the original net built-in  gain)  generally will
increase  the  annual  limitation  in the year  recognized,  such  that the loss
corporation  would  be  permitted  to use its  pre-change  losses  against  such
built-in gain income in addition to its regular annual allowance.  In general, a
loss  corporation's  net  unrealized  built-in gain or loss will be deemed to be
zero unless it is greater  than the lesser of (i) $10 million or (ii) 15% of the
fair market value of its assets (with certain  adjustments) before the ownership
change. It is not known whether the Debtor will be in a net unrealized  built-in
gain or a net unrealized built-in loss position on the Effective Date.

                  Although an exception to the foregoing annual limitation rules
generally applies where so-called "old and cold" creditors of the debtor receive
at least 50% of the vote and value of the stock of the reorganized  debtor,  due
to the significant accumulations of Subordinated Note Claims the Debtor does not
anticipate that it will qualify for this exception.

3.       Alternative Minimum Tax

                  In general, an alternative minimum tax ("AMT") is imposed on a
corporation's  alternative  minimum  taxable  income at a 20% rate to the extent
such tax exceeds the  corporation's  regular federal income tax. For purposes of
computing  taxable  income for AMT purposes,  certain tax  deductions  and other
beneficial allowances are modified or eliminated.  In particular,  even though a
corporation  otherwise  might be able to offset  all of its  taxable  income for
regular tax purposes by available NOL carryforwards, only 90% of a corporation's
taxable income for AMT purposes may be offset by available NOL carryforwards (as
recomputed for AMT purposes).

                  In addition,  if a corporation undergoes an "ownership change"
within the meaning of Section 382 of the IRC and is in a net unrealized built-in
loss  position (as  determined  for AMT  purposes) on the date of the  ownership
change, the corporation's aggregate tax basis in its assets would be reduced for
certain AMT  purposes to reflect the fair market  value of such assets as of the
change date.

                  Any AMT that a corporation pays generally will be allowed as a
nonrefundable  credit against its regular federal income tax liability in future
taxable years when the corporation is no longer subject to the AMT.

4.       Transfer of Litigation Trust Claims

                  Pursuant  to the Plan,  the  Litigation  Trust  Claims will be
treated as transferred to the holders of Claims and Equity  Interests in Classes
5 and 6 (and then, on their behalf,  to the  Litigation  Trust).  It is possible
that the transfer of the Litigation  Trust Claims will result in the recognition
of income by the Debtor based on the value of such Claims on the Effective Date.
Nevertheless, due to available NOL carryforwards, the Debtor does not anticipate
that a  significant  tax liability (if any) will be incurred as a result of such
transfer.

B.       Consequences to Certain Holders of Claims and Equity Interests

1.       Subordinated Note Claims

                  Pursuant  to the Plan,  holders of Allowed  Subordinated  Note
Claims  will  receive,  in  satisfaction  of  their  Claims,  Creditor  Cash and
Reorganized  Fine Host Common Stock.  Although  certain  holders of Subordinated
Note Claims may also hold Debenture  Rescission Claims, the following discussion
does not take into  account any amounts  that such holder may receive in respect
of its Debenture  Rescission Claims.  Holders of Subordinated Notes who are also
holders of Debenture  Rescission  Claims are urged to consult their tax advisors
concerning the consequences of the Plan to them.

                  The federal income tax consequences of the Plan to a holder of
an  Allowed  Subordinated  Note Claim  depends,  in part,  on whether  such note
constitutes "securities" for federal income tax purposes. The term "security" is
not defined in the IRC or in the Treasury regulations promulgated thereunder and
has not been clearly defined by judicial decisions. The determination of whether
a particular debt constitutes a "security" depends upon an overall evaluation of
the  nature of the  debt.  One of the most  significant  factors  considered  in
determining  whether a particular  debt is a security is its original  term.  In
general, debt obligations issued with a weighted average maturity at issuance of
five years or less (e.g.,  trade debt and revolving  credit  obligations) do not
constitute securities, whereas debt obligations with a weighted average maturity
at  issuance  of 10  years  or more  constitute  securities.  Each  holder  of a
Subordinated Note Claim is urged to consult its tax advisor regarding the status
of such notes.

(a)      Subordinated Notes Do Not Constitute "Securities"

                  In  general,  if the  Subordinated  Notes  do  not  constitute
"securities" for federal income tax purposes, each holder will recognize gain or
loss in an amount equal to the difference  between (i) the "amount  realized" by
the holder in satisfaction of its Allowed  Subordinated  Note Claims (other than
any Claim for accrued  interest) and (ii) the holder's adjusted tax basis in its
Subordinated Note Claims (other than any Claim for accrued but unpaid interest).
See "Distributions in Discharge of Accrued Interest", below. The amount realized
by a holder will equal the sum of the fair market value of any Reorganized  Fine
Host Common Stock and the amount of any Creditor Cash received by such holder.

                  Where gain or loss is recognized by a holder of a Subordinated
Note  Claim,  the  character  of such gain or loss as  long-term  or  short-term
capital  gain or loss or as  ordinary  income  or loss will be  determined  by a
number  of  factors,  including  the  tax  status  of the  holder,  whether  the
Subordinated Note constitutes a capital asset in the hands of the holder and how
long it has been held,  whether the  Subordinated  Note was acquired at a market
discount, and whether and to what extent the holder had previously claimed a bad
debt deduction.

                  A holder's  aggregate tax basis in any  Reorganized  Fine Host
Common Stock received in satisfaction  of  Subordinated  Note Claims that do not
constitute  "securities"  for federal  income tax  purposes  will equal the fair
market value of such stock and the holding period for such stock  generally will
begin the day following the issuance of such stock.

(b)      Subordinated Notes Constitute "Securities"

                  If the Subordinated Notes constitute  "securities" for federal
income tax purposes,  the receipt of the Reorganized  Fine Host Common Stock and
Creditor Cash in satisfaction of the Subordinated  Note Claims will constitute a
"recapitalization" for federal income tax purposes.  Accordingly, no holder will
generally be permitted to recognize a loss upon such exchange. However, a holder
generally  will be required to include in income any gain realized  (computed as
described  in the  preceding  section),  up to the amount of any  Creditor  Cash
received  by such  holder  (other  than on account of any Claim for  accrued but
unpaid interest).  See "Distributions in Discharge of Accrued Interest",  below.
The  character of such gain as capital gain or ordinary  income will depend on a
number of factors as described in the preceding section.

                  A holder's  aggregate tax basis in the  Reorganized  Fine Host
Common Stock received in satisfaction of its Subordinated Note Claims will equal
the holder's  aggregate  adjusted tax basis in its Subordinated Notes (including
any Claim for accrued but unpaid  interest),  increased  by any gain or interest
income  recognized in respect of its  Subordinated  Note Claims and decreased by
the amount of cash received and any  deduction  claimed in respect of any unpaid
previously  accrued  interest.  In general,  the holder's holding period for the
Reorganized  Fine Host Common Stock  received will include the holder's  holding
period for the  Subordinated  Notes,  except to the extent the Reorganized  Fine
Host  Common  Stock was  issued in  respect  of a Claim for  accrued  but unpaid
interest.

(c)      Distributions in Discharge of Accrued Interest

                  Pursuant  to the Plan,  all  distributions  in  respect of the
Subordinated  Notes  will be  allocated  first to the  principal  amount  of the
Subordinated  Notes,  with any  excess  allocated  to unpaid  accrued  interest.
However,  there is no assurance that such  allocation  would be respected by the
IRS for  federal  income  tax  purposes.  In  general,  to the extent any amount
received  (whether  stock,  cash or other  property)  by a  holder  of a debt is
received in  satisfaction of accrued  interest  during its holding period,  such
amount  will be  taxable  to the holder as  interest  income (if not  previously
included  in  the  holder's  gross  income).   Conversely,  a  holder  generally
recognizes  a  deductible  loss to the extent any accrued  interest  claimed was
previously  included in its gross income and is not paid in full. Each holder of
a Subordinated Note is urged to consult its tax advisor regarding the allocation
of consideration and the deductibility of unpaid interest for tax purposes.

(d)      Future Stock Gains

                  Any gain  recognized  by a holder  upon a  subsequent  taxable
disposition of Reorganized Fine Host Common Stock received  pursuant to the Plan
in satisfaction of its Subordinated  Note Claims (or any stock or other property
received for such common stock in a later tax-free  exchange) will be treated as
ordinary  income to the extent of (i) any bad debt deductions (or additions to a
bad debt reserve) claimed with respect to its  Subordinated  Note Claims and any
ordinary loss  deduction  incurred upon  satisfaction  of such Claims,  less any
income (other than interest income)  recognized by the holder upon  satisfaction
of such Claims, and (ii) with respect to a cash-basis  holder,  also any amounts
which would have been included in its gross income if the holder's  Subordinated
Note Claims had been  satisfied  in full but which was not included by reason of
the cash method of accounting.

                  In addition, the Treasury Department is expected to promulgate
regulations that will provide that any accrued "market  discount" not treated as
ordinary  income upon a tax-free  exchange of market  discount bonds would carry
over  to  the  nonrecognition   property  received  in  the  exchange.  If  such
regulations are  promulgated and applicable to the Plan and if the  Subordinated
Notes  constitute  "securities",  any  holder of a  Subordinated  Note which has
accrued market  discount  would carry over such accrued  market  discount to the
Reorganized Fine Host Common Stock received  pursuant to the Plan, such that any
gain recognized by the holder upon a subsequent  disposition of such Reorganized
Fine Host Common Stock also would be treated as ordinary income to the extent of
any accrued market  discount not previously  included in income.  In general,  a
Subordinated  Note will have accrued "market discount" if such note was acquired
after its original issuance at a discount to its adjusted issue price.

2.       Equity Interests

                  Pursuant to the Plan, holders of Allowed Equity Interests will
receive,  in  cancellation  of  their  interests,  Litigation  Trust  Interests,
Reorganized  Fine Host  Common  Stock and New  Warrants  (unless the Plan is not
accepted  by Class 3 or Class 5, in  which  event no  distributions  of any kind
shall be made to such holders).  The Reorganized  Fine Host Common Stock and the
New Warrants will not be distributed  until the Final  Distribution  Date.  Such
holders may be treated as receiving additional distributions of Litigation Trust
Interests as Disputed  Claims and Disputed  Equity  Interests in Classes 5 and 6
are resolved.

                  In general,  no holder of an Allowed  Equity  Interest will be
permitted to recognize any loss in respect of its Equity  Interest.  However,  a
holder  generally  will be  required  to  include  in income  any gain  realized
(computed  as  described  below) to the extent of the fair  market  value of its
interest  in the  Litigation  Trust  Claims  (other  than any amount  treated as
imputed interest as a result of the subsequent  receipt of additional  interests
in the Litigation  Trust Claims upon the  disallowance of any Disputed Claims or
Disputed  Equity  Interests).  In addition,  because the  Reorganized  Fine Host
Common Stock and New Warrants are not distributed  until delayed until the Final
Distribution  Date, the original issue discount and imputed interest  provisions
of the IRC may apply to treat a portion of such distribution as imputed interest
for federal  income tax  purposes.  Such  imputed  interest may accrue over time
using the constant interest method and holders of Equity Interests may be forced
to include such imputed interest in income as it accrues.

                  A holder will  realize  gain in an amount equal to the excess,
if any, of (i) the "amount realized" by the holder in cancellation of its Equity
Interests over (ii) the holder's adjusted tax basis in its Equity Interests. The
amount  realized by a holder will equal the  aggregate  fair market value of the
holder's  interest in the Litigation  Trust Claims and the Reorganized Fine Host
Common  Stock and New  Warrants  received  by such  holder  (other than any such
amounts characterized as imputed interest for federal income tax purposes).  The
character of any gain recognized as capital gain or ordinary  (dividend)  income
will be determined as described below.

                  In accordance with the Plan, all parties are required to treat
the transfer of Litigation  Trust Claims to the Litigation Trust for all federal
income tax  purposes  as a direct  transfer  to the holders of Claims and Equity
Interests  in Classes 5 and 6,  followed  by a transfer  by such  holders to the
Litigation Trust in exchange for Litigation Trust  Interests.  In addition,  for
all federal income tax purposes, the holders are required to use as the value of
such Litigation Trust Claims at the time of transfer the value determined by the
Board of  Directors of  Reorganized  Fine Host.  Holders  will be  apprised,  in
writing, of such valuation. See "Tax Treatment of the Litigation Trust," below.

                  A holder's  aggregate tax basis in the  Reorganized  Fine Host
Common Stock and New Warrants  received in cancellation of its Equity  Interests
will equal the holder's  aggregate  adjusted tax basis in its Equity  Interests,
increased by any gain or imputed  interest  income  recognized in respect of its
Equity  Interests and decreased by the amount of boot  received.  Such aggregate
adjusted tax basis will be allocated  between the  Reorganized  Fine Host Common
Stock and the New  Warrants  based on their  relative  fair  market  values.  In
general,  the holder's holding period for the Reorganized Fine Host Common Stock
and New  Warrants  received  will include the  holder's  holding  period for the
Equity Interests,  except to the extent the receipt of the Reorganized Fine Host
Common  Stock and New  Warrants  was  required  to be  characterized  as imputed
interest.

                  For a discussion  of the  consequences  of the  ownership  and
disposition  of the New Warrants that such holders will receive,  see "Ownership
and Disposition of New Warrants," below.

(a)      Potential Dividend Characterization

                  In general, any gain recognized by holders of Equity Interests
shall be treated as  dividend  income to the extent of the  Debtor's  current or
accumulated  earnings and profits (if any),  but as to each holder,  only if the
distributions received by such holder in respect of its Equity Interests are not
(i) "substantially  disproportionate" with respect to the shareholder within the
meaning of section 302(b)(2) of the IRC, or (ii) are "essentially  equivalent to
a  dividend"  with  respect to the  shareholder  within  the  meaning of section
302(b)(1)  of the IRC. In  determining  whether  either of these tests have been
met,  the  shareholder  must take into  account not only stock it actually  owns
(including   any  stock  acquired   pursuant  to  the  Plan),   but  also  stock
constructively owned within the meaning of section 318 of the IRC. Under section
318(a)(4),  if a person has an option to  acquire  stock,  such  stock  shall be
considered  as owned by such  person.  Warrants  are treated as options for this
purpose.  Also,  any other  purchases or sales of  Reorganized  Fine Host Common
Stock or New Warrants by a holder may,  under  certain  circumstances,  be taken
into account in determining the holder's post-distribution ownership.

                  A  distribution  to a  shareholder  will  not be  "essentially
equivalent  to a  dividend"  if it results in a  "meaningful  reduction"  in the
shareholders'  interest in the Debtor.  If, as a result of the  distribution,  a
shareholder of the Debtor whose relative stock interest in the Debtor is minimal
and who exercises no control over corporate  affairs  suffers a reduction in his
proportionate  interest in the Debtor,  that  shareholder  should be regarded as
having  suffered  a  meaningful   reduction  in  his  interest  in  the  Debtor.
Accordingly, the debtor anticipates that distributions to most holders of Equity
Interests will not be "essentially equivalent to a dividend."

                  Dividends received by corporate  shareholders will be eligible
for the 70% dividends-received  deduction, subject to certain holding period and
debt financing limitations under the IRC.  Furthermore,  section 1059 of the IRC
requires a corporate shareholder to reduce its basis (but not below zero) in any
New Common  Stock  owned  immediately  after the  exchange  (ignoring  any stock
constructively owned) by the "nontaxed portion" of any "extraordinary  dividend"
if the  holder has not held its stock for more than two years as of the date the
amount or  payment  of such  dividend  is  announced,  declared  or  agreed  to.
Generally,  the nontaxed portion of an  extraordinary  dividend is the amount of
the  dividends-received  deduction.  The extent  (if any) by which the  nontaxed
portion of an extraordinary dividend exceeds the holders' tax basis in its stock
is treated as current gain from the sale or exchange of such stock. Also, in the
case of any amounts which would not have been treated (in whole or in part) as a
dividend if any options had not been taken into account under section 318(a)(4),
such amounts will be treated as an extraordinary  dividend without regard to the
period the taxpayer held such stock.

                  Due to the highly  factual  nature of the  section  302 tests,
holders of Equity  Interests  should  consult  their tax  advisors as to the tax
consequences of the Plan to them.

(b)      Capital Gain Treatment

                  In general,  if any gain recognized is not treated as dividend
income,  such gain will be  considered  gain  from the sale or  exchange  of the
holder's Equity Interests. The character of such gain as long-term or short-term
capital gain or as ordinary  income will be  determined  by a number of factors,
including the tax status of the holder,  whether the Equity Interests constitute
a capital  asset in the hands of the holder,  and  whether the Equity  Interests
have been held for more than one year at the Effective Date.

3.       Debenture Rescission Claims and Statutorily Subordinated Claims

                  Pursuant to the Plan, holders of Allowed Debenture  Rescission
Claims and Allowed Statutorily Subordinated Claims will receive, in satisfaction
of their claims, Litigation Trust Interests,  Reorganized Fine Host Common Stock
and New Warrants (unless the Plan is not accepted by Class 3, or, in the case of
holders  of  Statutorily  Subordinated  Claims,  by Class 3 or Class 5, in which
event  no  distributions  of any  kind  shall  be  made to  such  holders).  The
Reorganized  Fine Host Common Stock and the New Warrants will not be distributed
until  the  Final   Distribution  Date.  Such  holders  may  receive  additional
distributions  of Litigation Trust Interests as the Disputed Claims in Classes 5
and 6 are resolved.

                  The federal income tax  consequences of the Plan to holders of
Debenture  Rescission Claims and Statutorily  Subordinated Claims are uncertain,
particularly as to whether the receipt of all or part of the distributions would
be treated as a tax-free exchange,  and the timing,  amount and character of any
loss  incurred  or  gain  realized  with  respect  to  its  Claim.  Because  the
Reorganized Fine Host Common Stock and New Warrants is not distributed until the
Final  Distribution  Date,  the original  issue  discount  and imputed  interest
provisions  of the IRC may  apply to treat a  portion  of such  distribution  as
imputed  interest for federal  income tax  purposes.  Such imputed  interest may
accrue  over time  using the  constant  interest  method  and  holders of Equity
Interests  may be  forced  to  include  such  imputed  interest  in income as it
accrues.

                  In the case of the Litigation  Trust Interests to be received,
the Plan  provides  that all  parties  are  required  to treat the  transfer  of
Litigation  Trust  Claims to the  Litigation  Trust for all  federal  income tax
purposes as a transfer to the holders of Claims and Equity  Interests in Classes
5 and 6,  followed by a transfer by such  holders,  to the  Litigation  Trust in
exchange for Litigation Trust Interests. In addition, for all federal income tax
purposes,  the holders are required to use as the value of such Litigation Trust
Claims at the time of transfer the value determined by the Board of Directors of
Reorganized Fine Host. Holders will be apprised,  in writing, of such valuation.
However,  the tax treatment of the Litigation Trust, and the tax implications to
holders of Allowed  Debenture  Rescission  Claims,  may differ in the event that
such class  rejects the Plan and are  entitled  to receive  one hundred  percent
(100%) of the Litigation Trust  Interests.  See "Tax Treatment of the Litigation
Trust," below.

                  For a discussion  of the  consequences  of the  ownership  and
disposition  of the New Warrants that such holders will receive,  see "Ownership
and  Disposition  of New Warrants,"  below.  In the case of holders of Debenture
Rescission  Claims,  see also  "Subordinated Note Claims -- Future Stock Gains,"
above.

                  Holders of  Debenture  Rescission  Claims are urged to consult
their tax advisor regarding the tax implications of the Plan to them,  including
the tax treatment of the Litigation Trust.

4.       Ownership and Disposition of the New Warrants

                  A holder of a New Warrant will not recognize gain or loss upon
the exercise of the New Warrant.  The holder's tax basis in the Reorganized Fine
Host Common Stock  received upon exercise of a New Warrant would be equal to the
sum of the  holder's tax basis in the New Warrant and the  exercise  price.  The
holding period of the Reorganized  Fine Host Common Stock received upon exercise
of a New Warrant would commence on the date of the exercise of such New Warrant.
Upon the lapse or disposition of the New Warrant,  the holder  generally  should
recognize  gain or loss equal to the  difference  between  the  amount  received
(nothing in the case of a lapse) and its tax basis in the  warrant.  In general,
such gain or loss  should be a capital  gain or loss,  long-term  or  short-term
depending on whether the requisite holding period was satisfied.

5.       Tax Treatment of the Litigation Trust

                  Upon  the  Effective  Date,  the  Litigation  Trust  shall  be
established  for the  benefit  of all  holders  of  Allowed  Claims  and  Equity
interests  in  Classes 5 and 6  (including  any such  Claim or  Equity  Interest
allowed  after  the  Effective  Date).  Pursuant  to the  Plan,  and in  partial
satisfaction  of Claims and Equity  Interests in Classes 5 and 6, all Litigation
Trust Claims will be transferred to such holders of Claims and Equity  Interests
(to be  held  by the  debtor  on  their  behalf),  and  immediately  thereafter,
transferred on their behalf to the  Litigation  Trust in exchange for Litigation
Trust Interests.

(a)      Classification of Litigation Trust

                  Except as otherwise  discussed below (see "-- Tax Treatment In
the  Event of No  Distribution  to Class 6,"  below),  the  Litigation  Trust is
intended to qualify as a liquidating  trust for federal income tax purposes.  In
general,  a  liquidating  trust is not a separate  taxable  entity but rather is
treated  for  federal  income  tax  purposes  as  a  "grantor"  trust  (i.e.,  a
pass-through  entity).  However,  merely  establishing  a trust as a liquidating
trust does not ensure  that it will be  treated as a grantor  trust for  federal
income tax purposes. The IRS, in Rev. Proc. 94-45, 1994-28 I.R.B. 124, set forth
the general  criteria for obtaining an IRS ruling as to the grantor trust status
of a liquidating  trust under a chapter 11 plan. The  Litigation  Trust has been
structured  with the intention of complying with such  guidelines.  Accordingly,
except as otherwise discussed below, and absent definitive guidance from the IRS
or a court of competent jurisdiction to the contrary, the Plan provides that all
parties  (including  the  Debtor,  the  Litigation  Trustee  and the  holders of
Litigation  Trust  Interests)  are  required to treat,  for  federal  income tax
purposes,  the  Litigation  Trust as a  grantor  trust of which the  holders  of
Allowed  Class 5 and 6 Claims and Equity  Interests are the owners and grantors.
The following discussion therefore assumes that the Litigation Trust would be so
treated for federal income tax purposes except as otherwise  indicated.  See "--
Tax Treatment In the Event of No  Distribution to Class 6," below.  However,  no
ruling  has  been  requested  from  the IRS  concerning  the tax  status  of the
Litigation  Trust as a grantor trust.  Because of the uncertainty that exists in
this area of the tax law, there can be no assurance as to the federal income tax
classification of the Litigation Trust.

(b)      Tax Reporting

                  For all federal  income tax purposes,  all parties  (including
the  Debtor,  the  Litigation  Trustee  and  the  holders  of  Litigation  Trust
Interests)  must  treat  the  transfer  of the  Litigation  Trust  Claims to the
Litigation Trust, in accordance with the terms of the Plan, as a transfer of the
such Claims  directly to the holders of Allowed  Class 5 and 6 Claims and Equity
Interests  followed by the  transfer  of such  Litigation  Trust  Claims by such
holders to the Litigation Trust. Consistent with the treatment of the Litigation
Trust as a grantor trust of which such holders are the owners and grantors, each
such holder shall be treated as the direct  owners of an  undivided  interest in
the assets of the Litigation  Trust for all federal  income tax purposes  (which
assets will have a tax basis equal to their fair market  value on the  Effective
Date, as determined in accordance with the Plan). Accordingly,  each holder of a
Litigation  Trust  Interest will be required to report on its federal income tax
return(s) its allocable  share of any income,  gain,  loss,  deduction or credit
recognized  or incurred by the  Litigation  Trust.  See  "Allocation  of Taxable
Income and Loss" and "Escrow on Account of Disputed  Claims and Disputed  Equity
Interests," below. The character of items of income, deduction and credit to any
holder and the ability of such holder to benefit  from any  deduction  or losses
may depend on the particular situation of such holder.

                  The federal  income tax reporting  obligation of a holder of a
Litigation   Trust  Interest  is  not  dependent   upon  the  Litigation   Trust
distributing  any cash or other  proceeds.  Therefore,  a holder of a Litigation
Trust Interest may incur a federal  income tax liability  regardless of the fact
that the  Litigation  Trust has not made,  or will not make,  any  concurrent or
subsequent  distributions  to the  holder.  If a  holder  incurs a  federal  tax
liability  but does not  receive  distributions  commensurate  with the  taxable
income allocated to it, the holder may be entitled to a subsequent or offsetting
loss.

                  As soon as possible after the Effective  Date, but in no event
later than thirty (30) days  thereafter,  the Board of Directors of  Reorganized
Fine Host will inform,  in writing,  the Litigation  Trustee of the value of the
assets  transferred to the  Litigation  Trust,  and the Litigation  Trustee will
apprise,  in  writing,  the  holders  of  Litigation  Trust  Interests  of  such
valuation.  The valuation shall be used  consistently by all parties  (including
the  Debtor,  the  Litigation  Trustee  and  the  holders  of  Litigation  Trust
Interests) for all federal income tax purposes.

                  The Litigation  Trustee will file with the IRS returns for the
Litigation  Trust as a grantor  trust  pursuant to Treasury  Regulation  section
1.671-4(a). The Litigation Trustee will also send to each holder of a Litigation
Trust Interest a separate statement setting forth the holder's share of items of
income,  gain, loss,  deduction or credit and will instruct the holder to report
such items on its federal income tax return.  The Litigation  Trustee shall also
file all  appropriate  tax  returns  with  respect to the escrow  maintained  on
account of Disputed  Claims and  Disputed  Equity  Interests,  and supply to the
recipients of any distributions  from the escrow any information  required under
applicable law.

(c)      Allocation of Taxable Income and Loss

                  The Plan provides that allocations of Litigation Trust taxable
income shall be determined by reference to the manner in which an amount of cash
equal  to such  taxable  income  would be  distributed  (without  regard  to any
restrictions on distributions  described herein or in the Plan) if,  immediately
prior to such deemed  distribution,  the Litigation Trust had distributed all of
its other  assets  (valued  for this  purpose  at their  tax book  value) to the
holders of Litigation  Trust Interests  (treating any holder of a Disputed Claim
or a Disputed Equity Interest, for this purpose, as a current holder entitled to
distributions),  taking into account all prior and concurrent distributions from
the Litigation  Trust  (including all  distributions  held in escrow pending the
resolution of Disputed Claims and Equity Interests).  Similarly, taxable loss of
the  Litigation  Trust will be  allocated by reference to the manner in which an
economic loss would be borne immediately after a liquidating distribution of the
remaining  Litigation  Trust assets.  The tax book value of the Litigation Trust
assets for this  purpose  shall equal their fair market  value on the  Effective
Date or, if later, the date such assets were acquired by the Trust,  adjusted in
either case in accordance with tax accounting  principles prescribed by the IRC,
the regulations and other applicable administrative and judicial authorities and
pronouncements.

(d)      Escrow on Account of Disputed Claims and Disputed Equity Interests

                  Pursuant to the Plan, any  distributable  amounts  retained by
the Litigation Trustee pending resolution of Disputed Claims and Disputed Equity
Interests  shall be set aside in an escrow on  account  of  Disputed  Claims and
Disputed Equity Interests.

                  Under section 468B(g) of the IRC,  amounts earned by an escrow
account,  settlement  fund or  similar  fund must be  subject  to  current  tax.
Although  certain Treasury  Regulations have been issued under this section,  no
Treasury  Regulations  have as yet been promulgated to address the tax treatment
of accounts in a bankruptcy setting. Thus, depending on the facts, such accounts
possibly  could be treated as a separately  taxable  trust,  as a grantor  trust
treated as owned by the holders of Disputed Claims or Disputed equity  Interests
or by the Debtor,  or otherwise.  On February 1, 1999,  the IRS issued  proposed
Treasury  Regulations that would establish,  if finalized in their current form,
the tax  treatment  of escrows of the type here  involved  that are  established
after the date such Treasury Regulations become final. In general, such Treasury
Regulations would tax such an escrow (the assets of which include an interest in
non-passive  assets,  including  litigation  causes  of  action)  similar  to  a
corporation.  As to previously  established  escrows,  such Treasury Regulations
would  provide that the IRS would not  challenge  any  reasonably,  consistently
applied method of taxation for income earned by the escrow,  and any reasonable,
consistently applied method for reporting such income.

                  Absent  definitive  guidance  from  the  IRS  or  a  court  of
competent  jurisdiction  to the contrary  (including  the issuance of applicable
Treasury Regulations,  the receipt by the Litigation Trustee of a private letter
ruling if the  Litigation  Trustee so requests one, or the receipt of an adverse
determination by the IRS upon audit if not contested by the Litigation Trustee),
and except as otherwise  discussed  below (see "-- Tax Treatment In the Event of
No Distribution to Class 6," below), the Litigation Trustee shall:

(i)                treat the escrow as a discreet  trust for federal  income tax
                   purposes, consisting of separate and independent shares to be
                   established  in respect of each  Disputed  Claim or  Disputed
                   Equity  Interest,  in accordance with the trust provisions of
                   the IRC (Sections 641 et seq.),

(ii)               treat as taxable income or loss of the escrow with respect to
                   any given  taxable year the portion of the taxable  income or
                   loss of the  Litigation  Trust that would have been allocated
                   to the holders of such  Disputed  Claims and Disputed  Equity
                   Interests had such Claims and Equity  Interests  been Allowed
                   on the  Effective  Date  (but  only  for the  portion  of the
                   taxable  year with  respect  to which  such  Claims or Equity
                   Interests are unresolved),

(iii)              treat as a distribution from the escrow any increased amounts
                   distributed  by  the  Litigation  Trust  as a  result  of any
                   Disputed Claims or Disputed Equity Interests resolved earlier
                   in the taxable year, to the extent such distribution  relates
                   to  taxable  income  or  loss  of the  escrow  determined  in
                   accordance with the provisions hereof, and

(iv) to the extent  permitted by applicable law, report  consistently  for state
and local income tax purposes.

In addition,  pursuant to the Plan, all holders of Claims are required to report
consistently with such treatment. Accordingly, subject to issuance of definitive
guidance and except as discussed in the next  section,  the  Litigation  Trustee
will report on the basis that any  amounts  earned by the escrow and any taxable
income of the Litigation Trust allocable to the escrow are subject to a separate
entity level tax, except to the extent such earnings are distributed  during the
same taxable  year.  In such event,  any amounts  earned by the escrow,  and any
taxable  income  of the  Litigation  Trust  allocated  to the  escrow,  that  is
distributed  to a holder during the same taxable year will be includible in such
holder's gross income.

                  Distributions  from the escrow  will be made (1) to holders of
Disputed  Claims  or  Equity  Interests  to the  extent  such  Claims  or Equity
Interests  are  subsequently  Allowed and (2) to holders of  previously  Allowed
Claims and Allowed  Equity  Interests  (whether such Claims or Equity  Interests
were Allowed on or after the Effective  Date) to the extent any Disputed  Claims
or Disputed Equity Interests are disallowed. Accordingly, each holder of a Claim
or Equity Interest in Class 5 or 6 is urged to consult its tax advisor regarding
the potential tax treatment of such escrow and the resulting tax consequences to
such holder.

(e)      Alternative Tax Reporting If No Distribution to Class 6

                  In  the  event  that  all  Litigation   Trust   Interests  are
distributable to holders of Allowed Debenture  Rescission Claims, the Litigation
Trust  (inclusive  of the escrow to  described  in the  preceding  section  with
respect to Disputed Claims and Disputed Equity  Interests) shall be treated as a
"qualified  settlement fund" within the meaning of Treasury  Regulation  Section
1.468B-1,  absent  definitive  guidance  from  the IRS or a court  of  competent
jurisdiction to the contrary (including the receipt by the Litigation Trustee of
a private  letter  ruling if the  Litigation  Trustee so  requests  one,  or the
receipt of an adverse  determination  by the IRS upon audit if not  contested by
the Litigation  Trustee).  Accordingly,  the federal income tax treatment of the
Litigation  Trust would be governed by Treasury  Regulation  Section 1.468B-1 et
seq. Qualified settlement funds are subject to a separate entity level tax.

                  If  properly  treated  as a  qualified  settlement  fund,  the
holders of Allowed  Debenture  Rescission  Claims should not be  considered  for
federal  income  tax  purposes  as having a taxable  event on  account  of their
interest in the Litigation Trust except to the extent they receive distributions
from the Litigation Trust. Such distributions should be treated in such event as
additional  amounts  received by the holders in respect of their Allowed  Claims
(other than to the extent required to be treated as imputed interest for federal
income tax purposes).

                  In  the  event  that  the  Litigation  Trust  is  definitively
determined  by  the  IRS  or a  court  of  competent  jurisdiction  not  to be a
"qualified  settlement fund", the earlier described  treatment of the Litigation
Trust as a liquidating trust for federal income tax purposes shall apply (unless
similarly  determined to be  inapplicable)  and the Litigation  Trustee shall so
notify  in  writing  all  relevant  parties   (including,   without  limitation,
Reorganized Fine Host and all holders of Allowed Rescission Claims).

6.       Withholding

                  All  distributions to holders of Subordinated  Notes under the
Plan are subject to any  applicable  withholding.  Under federal income tax law,
interest,   dividends,   and  other  reportable   payments  may,  under  certain
circumstances,  be  subject  to  "backup  withholding"  at a  31%  rate.  Backup
withholding  generally  applies if the  holder  (a) fails to furnish  its social
security number or other taxpayer  identification  number ("TIN"), (b) furnishes
an incorrect  TIN, (c) fails  properly to report  interest or dividends,  or (d)
under  certain  circumstances,  fails to provide a certified  statement,  signed
under penalty of perjury,  that the TIN provided is its correct  number and that
it is not subject to backup withholding. Backup withholding is not an additional
tax but  merely an  advance  payment,  which may be  refunded  to the  extent it
results  in an  overpayment  of tax.  Certain  persons  are exempt  from  backup
withholding,  including,  in certain  circumstances,  corporations and financial
institutions.

     THE FOREGOING  SUMMARY HAS BEEN PROVIDED FOR  INFORMATIONAL  PURPOSES ONLY.
ALL  HOLDERS  OF CLAIMS  AND EQUITY  INTERESTS  ARE URGED TO  CONSULT  THEIR TAX
ADVISORS  CONCERNING  THE  FEDERAL,  STATE,  LOCAL,  AND OTHER TAX  CONSEQUENCES
APPLICABLE UNDER THE PLAN OF REORGANIZATION.
XIV.

                                           CONCLUSION AND RECOMMENDATION

                  Fine Host believes  that the Plan is in the best  interests of
all Creditors  and holders of Equity  Interest and urges the holders of impaired
Claims  in  Classes  3 and 5 to vote to  accept  the Plan and to  evidence  such
acceptance by returning their ballots so that they will be actually  received on
or before 5:00 p.m., New York City Time, on May 7, 1999.

Dated:        Greenwich, Connecticut
              March 17, 1999
                                                     Respectfully submitted,

                                                     FINE HOST CORPORATION



                                            By:                                 
                                            Name:       William D. Forrest
                                            Title:      President and Chief
                                                        Executive Officer

-----------------------------                           
Stephen Karotkin (SK  7357)                            Thomas L. Ambro (No. 677)
Brian S. Rosen (BR  0571)                              A Member of the Firm
Members of the Firm

WEIL, GOTSHAL & MANGES LLP                       RICHARDS, LAYTON & FINGER, P.A
767 Fifth Avenue                                 One Rodney Square
New York, New York  10153                        Wilmington, Delaware  19899
(212) 310-8000                                   (302) 658-6541

Attorneys for Debtor and Debtor in Possession           Attorneys for Debtor and
                                                            Debtor in Possession


<PAGE>


D-1











     THIS  IS NOT A  SOLICITATION  OF  ACCEPTANCE  OR  REJECTION  OF  THE  PLAN.
     ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT
     HAS BEEN APPROVED BY THE BANKRUPTCY  COURT.  THIS  DISCLOSURE  STATEMENT IS
     BEING  SUBMITTED FOR APPROVAL BUT HAS NOT BEEN  APPROVED BY THE  BANKRUPTCY
     COURT.

                                          UNITED STATES BANKRUPTCY COURT
                                               DISTRICT OF DELAWARE

-----------------------------------------------------
                                                    x

In re                                               :        Chapter 11 Case No.
                                                                   99 - 20 (PJW)
                                                    :
FINE HOST CORPORATION,
                                                    :
                                Debtor.
                                                    x
-----------------------------------------------------










                 SECOND AMENDED DISCLOSURE STATEMENT FOR PLAN OF
                      REORGANIZATION FOR DEBTOR PURSUANT TO
                 CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE


















    WEIL, GOTSHAL & MANGES LLP                  RICHARDS, LAYTON & FINGER, P.A.
    767 Fifth Avenue                                          One Rodney Square
    New York, New York  10153                       Wilmington, Delaware  19899
    (212) 310-8000                                               (302) 658-6541

    Attorneys for Debtor and                           Attorneys for Debtor and
      Debtor in Possession                                 Debtor in Possession



<PAGE>









                                       A-1
                                                     EXHIBIT A

                                              Plan of Reorganization






<PAGE>









                                       B-1
                                                     EXHIBIT B

                                             Form of Disclosure Order






<PAGE>



                                       C-1








                                       C-1
                                                     EXHIBIT C

                                        Form of Litigation Trust Agreement





<PAGE>


                                       D-1
                                                     EXHIBIT D

                                               Liquidation Analysis





<PAGE>


                                       D-1

                                       D-1
                                               FINE HOST CORPORATION
                                           Notes to Liquidation Analysis


     The Liquidation Analysis reflects Fine Host's estimate of the proceeds that
would be realized if Fine Host were to be liquidated in accordance  with Chapter
7 of the Bankruptcy  Code.  Underlying the Liquidation  Analysis are a number of
estimates and assumptions that, although developed and considered  reasonable by
management and BT Alex. Brown, are inherently  subject to significant  business,
economic and competitive  uncertainties and contingencies  beyond the control of
Fine  Host  and  its  management,  and  upon  assumptions  with  respect  to the
liquidation decisions which could be subject to change.  ACCORDINGLY,  THERE CAN
BE NO ASSURANCE THAT THE VALUES  REFLECTED IN THE LIQUIDATION  ANALYSIS WOULD BE
REALIZED IF FINE HOST WERE, IN FACT, TO UNDERGO SUCH A  LIQUIDATION,  AND ACTUAL
RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.

         The Liquidation  Analysis assumes a liquidation period of twelve months
during which a two-phase approach to the liquidation would occur.

         Phase I would  entail a six month  period in which  contracts,  leases,
inventory, property and equipment, and employees at all operating units would be
transferred  through sale or otherwise to other contract food service  providers
or liquidated and/or  terminated as appropriate.  Unit level operations would be
expected to  substantially  cease in any event within a six month  period.  This
time period would allow for an orderly  transfer of food service  operations and
could be expected to minimize litigation from customers for breach of contract.

         Phase II would entail a six month wrap-up period following cessation of
operations.  Fine Host's remaining assets  including  receivables,  property and
equipment,  and  miscellaneous  assets  would be  collected  and/or  liquidated.
Certain corporate personnel, such as those in Financial, Treasury and Management
Information  System  areas  would  be  retained  as  necessary  to  support  the
completion of the liquidation process.

         The following notes describe the significant  assumptions  reflected in
the Liquidation Analysis.

Note A - Book Values as of December 31, 1998

                  The book values used in this Liquidation Analysis are the book
values as of December 31,  1998,  and are assumed to be  representative  of Fine
Host's assets and liabilities as of the Effective Date.


Note B - Cash and Cash Equivalents

                  The Liquidation  Analysis  assumes that operations  during the
liquidation period would not generate additional cash available for distribution
except for net proceeds from the disposition of non-cash  assets.  It is assumed
that cash and cash  equivalents of  approximately  $65 million held in corporate
accounts would be 100% collectable. The remaining cash consisting of petty cash,
interest  funds,  and vending machine funds is assumed to be between 50% and 75%
collectable.  The discount  provides for likely  shortages in the collection and
deposit of these funds during the liquidation process.

Note C - Accounts Receivable

                  Trade   accounts   receivables   have   been   discounted   by
approximately 50% and a small amount of other non-trade accounts receivable have
been  discounted by  approximately  75% due to risks inherent in  collectibility
during a liquidation process.

Note D - Notes Receivable

                  Notes  Receivable  primarily  represents  funds loaned by Fine
Host to clients in connection  with the signing or renewing of contracts.  These
loans are often used by  clients to fund  construction  and/or  working  capital
needs.   Approximately  $19  million  represents  a  note  receivable  from  one
significant customer of Fine Host.

Note E - Inventory

                  Inventory   consist   primarily   of   food,   alcoholic   and
non-alcoholic beverages,  supplies and other miscellaneous inventory. Such items
generally have a short shelf life and are subject to spoilage and pilferage. The
liquidation  recovery as a percentage  of cost was assumed to be the  following:
food (25%), alcoholic and non-alcoholic  beverages (60%), and supplies and other
miscellaneous (25%).

Note F - Prepaid Expenses, Deposits, Goodwill and Other Assets

                  Prepaid  expenses,  deposits,  goodwill  and other assets have
been estimated to have no liquidation  recovery value.  The major items included
in other assets are capitalized deferred financing costs, non-compete covenants,
and capitalized organizational costs.

Note G - Contract Rights

                  Contract  rights are  comprised of two  categories:  advances,
grants and related  investments  in  primarily  recreation  and leisure  service
accounts,  and value  attributable to contracts acquired pursuant to Fine Host's
acquisition  of various  businesses.  Management  believes that a portion of the
advances,  grants,  and related  investments are covered by buy-back  protection
language  included  in  a  number  of  the  contracts  in  the  event  of  early
termination.

Note H - Fixed Assets, Net

                  Fixed  Assets  consist  primarily  of  furniture  &  fixtures,
vending  equipment,  office  equipment,   leasehold  improvements,   smallwares,
vehicles  and  software.  A  significant  portion of these assets are located at
various  client  locations  across the country.  It is assumed  that  customers,
competitors  (including  successor food service  providers),  equipment  brokers
would be the  principal  buyers for such  equipment  at  distressed  liquidation
values of between  10% and 20% of net book  value.  In many  cases,  the cost of
removal and relocation  would be prohibitive.  No liquidation  recovery has been
assumed for leasehold improvements and software.

Note I - Other Items Available for Distribution

                  The  Liquidation  Analysis  assumes  available  cash  would be
distributed to claimants at the end of Phase II. During the liquidation  period,
interest  income  would be  generated  on an  average  balance  of cash and cash
equivalents after liquidation expenses at a rate of 4% per annum.

Note J - Costs Associated with Liquidation

                  During Phase I,  contracts,  leases,  inventory,  property and
equipment,  and  employees  at all  operating  units  would  be  transferred  or
liquidated  through  sale or during the initial six month  period.  Although the
operations  have  generally  been operated  profitably at the unit  contribution
level (before corporate overhead),  it is assumed that the uncertainty caused by
the  liquidation   process  would  result  in  diminished  unit   profitability.
Management  estimates that unit operations  would be expected to generate a loss
of approximately $3.0 million during this six month period.

                  Corporate  payroll and operating costs during  liquidation are
based upon the assumption that corporate  functions would be required to oversee
the Phase I liquidation  process,  but would be significantly  toward the end of
Phase I. Any  remaining  corporate  functions  would phase out over the Phase II
wind-down.

                  Chapter 7 Trustee Fees include those fees  associated with the
appointment  of a  Chapter 7  trustee  in  accordance  with  Section  326 of the
Bankruptcy  Code.  Trustee fees are estimated based on historical  experience in
other similar cases and are calculated at 3% of the total cash generated  during
the liquidation and 1% of the cash on-hand as of the commencement of the Chapter
7.

                  Chapter 7 Professional  Fees include legal and accounting fees
incurred during the twelve month liquidation period.  Monthly  professional fees
are assumed to be $300,000 per month  during the  beginning of the Chapter 7 and
decline to $100,000 per month by the end of the case.

Note K - Secured Creditor Claims

                  For purposes of the Liquidation Analysis,  management believes
that  the  only  significant   secured  claims  are  related  to  capital  lease
obligations.

Note L - Administrative and Priority Claims

                  For  purposes of the  Liquidation  Analysis,  management  made
several assumptions with respect to estimating Administrative Expense Claims and
Priority  Claims.  Pursuant  to Fine  Host's  First Day Orders  approved  by the
Bankruptcy Court,  pre-petition  trade creditors and employees are being paid in
the normal  course of  business.  As of an assumed  Effective  Date of April 30,
1999,  management  believes that  significantly  all of the  pre-petition  trade
claims and  pre-petition  accrued  wages &  benefits  will have been paid in the
normal course of business.  As a result,  significantly all of Fine Host's trade
payables and accrued wages and benefits are assumed to represent  Administrative
Expense  Claims  of Fine  Host as of April 30,  1999.  Additionally,  management
estimates a limited amount of professional fees and Priority Tax Claims.

Note M - Pre-Petition Unsecured Claims

                  For  purposes  of the  Liquidation  Analysis,  management  has
assumed that  pre-petition  unsecured  claims will consist of Subordinated  Note
Claims, claims related to Acquisition Debt, and other accrued expense Claims.



<PAGE>



                                       E-1







                                       E-1
                                                     EXHIBIT E

                                          Projected Financial Information





<PAGE>


                                                     EXHIBIT E

                                                    PROJECTIONS


1.       Summary of Significant Assumptions

         (a)      Effective Date and Plan Terms

                  The  Projections  assume an Effective  Date of April 30, 1999,
with Allowed Claims and Allowed Equity Interests  treated in accordance with the
treatment  provided in the Plan with respect to such Allowed  Claims and Allowed
Equity Interests. The Projections consider the ongoing operations of Reorganized
Fine Host and its proposed strategies for managing its operations.  With respect
to the  expenses  incurred  as a result of the Chapter 11 Case,  management  has
assumed  that Fine Host will  confirm a Chapter  11 Plan of  Reorganization  and
emerge  from  bankruptcy  by April 30,  1999.  If Fine Host does not emerge from
Chapter 11 by April 30, 1999,  additional  bankruptcy  expenses will be incurred
until such time as a Plan of reorganization  is confirmed.  These expenses could
significantly impact Fine Host's results of operations and cash flows.

                  This projected financial  information was prepared to show the
estimated consolidated financial position, results of operations and cash flows,
and  capitalization  of  Reorganized  Fine Host  following  January 1, 1999. The
assumptions are based on the  assumptions  discussed below and should be read in
conjunction with the Disclosure Statement, including Article VI, Certain Factors
to be Considered.  Additionally,  all projections are based upon an evolutionary
review of Fine  Host's  operations,  including  an  analysis  of  infrastructure
defects and acquisition integration difficulties.  Furthermore,  the projections
take into account the loss of certain profitable  contracts during the preceding
calendar year and the discontinuance of certain unprofitable contracts.

                  The Projections included herein are:

1.                         Pro Forma  Consolidated  Balance Sheet of Reorganized
                           Fine  Host as of  December  31,  1998,  based  on the
                           unaudited  estimated balance sheet as of December 31,
                           1998,  updated to reflect  the  projected  accounting
                           effects  of the  Plan's  consummation  and of  "fresh
                           start"   accounting  as   promulgated  by  the  AICPA
                           Statement  of  Position  90-7   entitled   "Financial
                           Reporting  by  Entities in  Reorganization  Under the
                           Bankruptcy Code" (SOP 90-7).

2.                         Projected  Consolidated Balance Sheets of Reorganized
                           Fine Host as of  January  1,  1999;  January 1, 2000;
                           January 1, 2001; and January 1, 2002.

3.                         Projected    Consolidated    Income   Statements   of
                           Reorganized  Fine  Host for  each of the four  fiscal
                           years in the period from  January 1, 1999 to December
                           31, 2002.

4.                         Projected  Consolidated  Statements  of Cash Flows of
                           Reorganized  Fine  Host for  each of the four  fiscal
                           years in the period from  January 1, 1999 to December
                           31, 2002.

                  The  projections  have been prepared on the basis of generally
accepted accounting  principles consistent with those currently utilized by Fine
Host in the preparation of its consolidated financial statements except as noted
in the accompanying  assumptions.  The Projections should be read in conjunction
with the significant assumptions,  qualifications, and notes set forth below and
with the audited  annual  consolidated  financial  statement for the fiscal year
ended  December 31, 1997 and the quarterly  financial  statements for the fiscal
quarter ended September 30, 1998.

         (b)      Reorganized Fine Host's Business

                  Reorganized  Fine Host will  continue to operate as a contract
food service  management company serving six distinct markets and providing food
services at more than 900 facilities located in 41 states. Reorganized Fine Host
will have approximately  3,250 full-time employees and 11,000 employees hired on
a part-time or event-by-event  basis. All major management  decisions concerning
inventory purchases,  advertising, capital expenditures, human resource policies
and  other  matters  will be made  centrally  from  the  Reorganized  Fine  Host
executive offices in Greenwich, Connecticut. It is assumed that Reorganized Fine
Host will not acquire any contract food service management  companies or related
businesses for the foreseeable future.

         (c)      Operational Improvements

                  Key operational  improvements encompassed in these Projections
include:

o                     Fine  Host  will  continue  to  improve  and  develop  its
                      corporate  infrastructure in order to more effectively and
                      efficiently  "serve"  its  operating  units.   Inefficient
                      and/or  redundant  overhead  structures will be eliminated
                      with corresponding cost savings.

                  These corporate  infrastructure  improvements  will be focused
within  the  following  functional  areas:  Human  Resources,  Risk  Management,
Accounting, Information Technology, and Purchasing.

o                     Significant   improvements  to  the  Company's   financial
                      reporting  systems and processes  will result in a variety
                      of   operational   improvements   and  cost   efficiencies
                      primarily through improved management  decisions resulting
                      from timely and accurate financial information.

o Fine Host will continue its program to improve its purchasing  power resulting
in higher gross margins.

o                     Fine Host will  improve  its  control  over food  costs by
                      adopting uniform control practices at the unit level.


         (d)      Consolidation

                  The  Projections   include   Reorganized  Fine  Host  and  its
consolidated subsidiaries.

         (e)      Economic Assumptions

                  The overall economic assumptions with respect to expenses is a
3% annual inflation rate.

         (f)      Revenue Assumptions

                  Revenue growth has been developed by line of business.  Fiscal
year 1999  reflects  the Fine Host  Business  Plan and was  developed  through a
bottom-up  budgeting  approach.  Fiscal  years  2000,  2001 and 2002  have  been
projected  using Fiscal year 1999 as a base. The  Projections are based upon the
following key assumptions:

o                     No  new  service   contracts  are  obtained   through  the
                      acquisition  of  businesses  which operate in the contract
                      food service industry.

o                     No material loss of service contracts due to the Company's
                      current  financial  situation  and  resulting   bankruptcy
                      filing.

o                     Recreation  & Leisure  - The  Projections  do not  project
                      growth in FY 1999 but rather  focus on  contract  renewals
                      and  preservation  of the existing client base during this
                      period.  FY 1999  Revenues  are  projected to be 12% lower
                      than those of the  previous  year.  FY 2000  forecasts  no
                      future  growth for the Company,  while FY 2001 and FY 2002
                      contemplate perspective growth of 8% per annum.

o                     Education,  Business  & Industry  - FY 1999  revenues  are
                      projected to have a net decrease of 4%. The Projections in
                      FY 2000,  FY 2001 and FY 2002  contemplate  growth of 11%,
                      10%, and 10% per annum, respectively.

o                     Healthcare &  Corrections - The  Corrections  business has
                      been expanding and forecasts strong growth of 22% in 1999.
                      FY 2002 growth is forecasted at 35%,  while FY 2001 and FY
                      2002  growth  is  projected  to  be  20%.  The  Healthcare
                      business  has been  expanding at a slower rate with growth
                      estimates  of 13%,  25%, 15% and 15% in FY 1999 through FY
                      2002, respectively.

         (g)      Gross Margin

                  A significant  portion of the Company's growth in the past was
derived from  acquisitions.  From April 1993 through  October 1997,  the Company
acquired 12  companies.  As a result of this rapid growth and  expansion,  there
were numerous  management and  infrastructure  deficiencies  which resulted in a
reduced level of gross margin performance.  Over the past year,  management with
the  assistance of Buccino & Associates  has  implemented  numerous  operational
changes and centralized the purchasing function which have had a positive impact
on gross  margin  performance.  Gross  profit in FY 1998 was 7.5% with  expected
improvements in FY 1999 to 2002 to 9%, 11%, 12% and 13%, respectively.

                  Significant  programs  positively  impacting gross margin over
the projection period include (i) Improved purchasing power due to consolidation
of the  purchasing  function  at  the  corporate  level,  (ii)  Elimination  and
rationalization of districts and personnel  managing those districts;  and (iii)
Risk management programs to manage workers compensation,  unemployment and other
costs.

         (h)      Operating Expenses

                  Operating  expenses are expected to improve from 10.2% to 9.9%
in FY 1998,  and 1999,  respectively.  As Fine Host  undergoes  a  restructuring
process to  centralize  and improve  Human  Resources,  Accounting,  Information
Technology  and  other  corporate  functions,  cuts  in  overhead  expenses  and
rationalization  of processes will occur. Many of these  improvements will occur
and their associated costs will be incurred in 1999 for a slight  improvement in
operating  expenses.  The benefits of these  improvements  will be significantly
realized in FY 2000 and onwards with estimated  operating  expenses declining to
8% and 7.3% in FY 2002.

         (i)      Interest Expense

                  The  Projections  include  interest  expense of $0.47 million,
$1.02 million and $0.3 million in FY 1999, FY 2000 and FY 2001, respectively.

         (j)      Income Taxes

                  The projected provisions for income taxes have been calculated
in accordance with FASB Statement No. 109,  "Accounting for Income Taxes" ("SFAS
No. 109"). A combined  federal and state income tax rate of 40% has been assumed
in  calculating  the  income  taxes to be paid for each of the four years in the
period  ending  December  31,  2002.  Fine  Host  has Net  Operating  Losses  of
approximately  $40  million  at the end of FY 1998.  As a result  of  Change  of
Control and  extinguishing  debt,  the annual NOL limitation on Fine Host income
taxes is approximately $900,000.

         (k)      Capital Expenditures

                  The Projections assume aggregate capital expenditures of $13.9
million in FY 1999 and $10.8  million  thereafter  for the  fiscal  years in the
period ending December 31, 2002. These amounts are estimated to be sufficient to
finance  investment  requirements  under new service  contracts and maintain and
upgrade Fine Host's existing fixed assets.

         (l)      Accounts Payable

                  These   Projections   contemplate   trade   credit   terms  of
approximately  30 days  outstanding  with  respect to trade  payables  as of the
Effective Date.

2.       Significant Balance Sheet Adjustments

         A. The confirmation and consummation will be accomplished  according to
the terms of the Plan as described in the Disclosure Statement herein.

         B. "Fresh start"  accounting  adjustments have been made to reflect the
estimated  adjustments  necessary to adopt "fresh start" reporting in accordance
with SOP 90-7. "Fresh start" reporting requires that the reorganization value of
Reorganized  Fine Host be allocated to its assets in conformity  with Accounting
Principles  Bulletin  ("APB")  Opinion  No.  16,  "Business  Combinations,"  for
transactions  reported on the basis of the purchase method.  Any  reorganization
value less than the fair value of  specific  tangible or  identified  intangible
assets is to be allocated back to its non-current  tangible assets on a pro rata
basis after offsetting the intangible assets.  The reorganization  value used in
preparing the Pro Forma  Consolidated  Balance Sheet of Reorganized Fine Host as
of  January  9, 1999 was  assumed  to be in a range of $95.0  million  to $130.0
million, after cash distributions in the Plan. Based upon the assumed total debt
(including  capital lease  obligations) of $5.5 million,  the estimated  imputed
range of equity  value of  Reorganized  Fine Host is between  $89.5  million and
$124.5  million,  with a midpoint  value of  approximately  $107.0  million  for
purposes of "fresh start" reporting.

                  The  reorganization  value is subject to adjustment to reflect
any  fluctuation  in these  Projections  on which the  valuation  is based.  The
allocation of the  reorganization  value to individual assets and liabilities is
subject  to  change  after the  Effective  Date and  could  result  in  material
differences to the allocated values estimated in these Projections.

         C. The significant "fresh start" accounting  adjustments are summarized
as follows:

o                 Other  Assets  which  include  various   intangibles  such  as
                  Organizational Costs, Acquisition Costs and Deferred Financing
                  Costs are eliminated  through the application of "fresh start"
                  accounting.


o                 The fair  value of the  identifiable  assets  in excess of the
                  reorganization  value  ("negative  goodwill")  is allocated to
                  reduce  the fair  values  of  certain  non-current  assets  in
                  accordance with generally accepted accounting principles.

3.       Long-term Debt and Exit Financing

                  Pursuant to the Plan, it is contemplated that Reorganized Fine
Host  will  assume  existing   capital  leases  with  a  net  present  value  of
approximately  $750 thousand,  and will assume other existing  long-term debt of
approximately $4.7 million under  substantially the same terms and conditions as
are presently available.

                  Reorganized Fine Host, solely to the extent determined by Fine
Host to be in the best interests of Reorganized Fine Host (See Section V.D., The
Plan of  Reorganization  -  Reorganized  Fine Host  Matters),  will enter into a
working  capital  agreement  to provide  for  general  corporate  purposes.  For
purposes of the  Projections,  no borrowings  under the working capital facility
are assumed as of the Effective Date.



<PAGE>


                                       E-1







                                       F-1
                                                     EXHIBIT F

            Fine Host Corporation Annual Report on Form 10-K For the
                       Fiscal Year Ended December 31, 1997






<PAGE>









                                       G-1
                                                     EXHIBIT G

           Fine Host Corporation Quarterly Report on Form 10-Q For the
                     Fiscal Quarter Ended September 30, 1998









<PAGE>


                                       H-1
                                                     EXHIBIT H

                                          Precedent Transaction Analysis









<PAGE>









                                       I-1
                                                     EXHIBIT I

                Agreement Concerning Vote, dated January 6, 1999






<PAGE>


                                                 TABLE OF CONTENTS
                                                    (continued)
                                                                                

                                        i
                                                 TABLE OF CONTENTS

                                                                                

                                        i
<TABLE>
<CAPTION>
                                                                                                              Page
<S>     <C>                                                                                                    <C>    

I.       INTRODUCTION............................................................................................1

         A.       General........................................................................................1

II.      OVERVIEW OF PLAN........................................................................................3

         A.       Summary of Classification and Treatment of Claims and Equity Interests Under the Plan..........4

III.     GENERAL INFORMATION....................................................................................11

         A.       Fine Host's Business..........................................................................11

         B.       Organizational Structure of Fine Host.........................................................11

         C.       Description of Business.......................................................................12

                  1.       Fine Host's Business.................................................................12

                  2.       Food Service Contracts...............................................................13

         D.       Fine Host Common Stock........................................................................14

         E.       Employees.....................................................................................14

         F.       Leases........................................................................................14

         G.       Fine Host's Significant Debt..................................................................14

                  1.       The Subordinated Notes...............................................................14

                  2.       Intercompany Indebtedness............................................................14

                  3.       Acquisition Debt.....................................................................15

IV.      FINE HOST'S CHAPTER 11 CASE............................................................................15

         A.       Events Preceding the Filing of the Chapter 11.................................................15

                  1.       The Accounting Irregularities and Commencement of the Audit Committee
                           Investigation........................................................................15

                  2.       Negotiation of the Restructuring and the Plan........................................16

                  3.       Management...........................................................................16

         B.       Events During the Chapter 11 Case.............................................................17

                  1.       Administration of the Chapter 11 Case................................................17

                  2.       Creditors' Committee/Equity Committee................................................17

                  3.       Bar Date.............................................................................17

         C.       Pending Litigation and Other Legal Proceedings................................................18

                  1.       Class Actions........................................................................18

                  2.       Subordinated Note Action.............................................................18

                  3.       Other Legal Proceedings and Investigations...........................................19

                  4.       Insurance............................................................................20



<PAGE>


V.       THE PLAN OF REORGANIZATION.............................................................................20

         A.       Introduction..................................................................................20

         B.       Classification and Treatment of Claims and Equity Interests Under the Plan....................21

                  1.       Classification.......................................................................21

                  2.       Administrative Expense Claims........................................................21

                  3.       Priority Tax Claims..................................................................22

                  4.       Priority Non-Tax Claims (Class 1)-- Unimpaired.......................................22

                  5.       Secured Claims (Class 2) - Unimpaired................................................22

                  6.       Subordinated Note Claims (Class 3)-- Impaired........................................23

                  7.       General Unsecured Claims (Class 4)-- Unimpaired......................................24

                  8.       Debenture Rescission Claims (Class 5)-- Impaired.....................................24

                  9.       Class 6 - Statutorily Subordinated Claims (Sub-Class 6A) and Equity Interests
                           (Sub-Class 6B) -- Impaired...........................................................26

         C.       Merger of Corporate Entities..................................................................27

         D.       Reorganized Fine Host Matters.................................................................27

                  1.       Governance and Management of Reorganized Fine Host...................................27

                  2.       Board of Directors of Reorganized Fine Host..........................................27

                  3.       Management...........................................................................27

                  4.       Employment Contracts.................................................................28

                  5.       Management Options...................................................................28

                  6.       Reorganized Fine Host Credit Agreement...............................................31

         E.       Securities to Be Issued Pursuant to Plan......................................................31

                  1.       Reorganized Fine Host Common Stock...................................................31

                  2.       New Warrants.........................................................................31

                  3.       Securities Law Matters...............................................................31

         F.       Summary of Other Provisions of the Plan.......................................................35

                  1.       Conditions Precedent to the Effective Date of the Plan...............................35

                  2.       Executory Contracts and Unexpired Leases.............................................35

                  3.       Provisions Governing Distributions...................................................36

                  4.       Treatment of Disputed Claims or Disputed Equity Interests............................39

                  5.       Committees...........................................................................40

                  6.       The Litigation Trust.................................................................41

                  7.       Effect of Confirmation...............................................................45

                  8.       Modification; Revocation or Withdrawal of Plan.......................................46

                  9.       Exculpation/Limitation of Liability in Connection with the Plan, Disclosure
                           Statement and Related Documents......................................................46

                  10.      Supplemental Documents...............................................................46

         G.       Articles of Incorporation and By-Laws of Fine Host; Corporate Action..........................47

                  1.       Amendment of Articles of Incorporation and By-Laws...................................47

                  2.       Corporate Action.....................................................................47

VI.      CERTAIN FACTORS TO BE CONSIDERED.......................................................................47

         A.       Variances from Projections....................................................................47

         B.       Significant Holders...........................................................................48

         C.       Lack of Trading Market........................................................................48

         D.       Competitive Conditions........................................................................48

         E.       Dividend Policies.............................................................................48

         F.       Health and Other Governmental Regulations.....................................................49

         G.       Certain Tax Matters...........................................................................49

VII.     VOTING PROCEDURES AND REQUIREMENTS.....................................................................49

         A.       Holders of Claims.............................................................................49

         B.       Parties in Interest Entitled to Vote..........................................................50

         C.       Classes Impaired and Entitled to Vote Under the Plan..........................................50

         D.       Vote Required for Acceptance by Class of Claims...............................................50

VIII.    CONFIRMATION OF THE PLAN...............................................................................51

         A.       Confirmation Hearing..........................................................................51

         B.       Requirements for Confirmation of the Plan.....................................................51

                  1.       Acceptance...........................................................................51

                  2.       Fair and Equitable Test..............................................................52

                  3.       Feasibility..........................................................................52

                  4.       "Best Interests" Test................................................................53

IX.      PROJECTIONS............................................................................................54

         A.       Introduction..................................................................................54

                  1.       Purpose of the Projections...........................................................54

X.       FINANCIAL INFORMATION..................................................................................55

         A.       General.......................................................................................55

         B.       Selected Financial Data.......................................................................55

         C.       Management's Discussion and Analysis of Financial Condition and Results of Operations.........55

XI.      REORGANIZATION VALUE...................................................................................56

XII.     ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN..............................................58

         A.       Liquidation Under Chapter 7...................................................................58

         B.       Alternative Plan of Reorganization............................................................58

XIII.    CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN....................................................58

         A.       Consequences to the Debtor....................................................................59

                  1.       Cancellation of Debt.................................................................59

                  2.       Limitations on NOL Carryforwards and Other Tax Attributes............................59

                  3.       Alternative Minimum Tax..............................................................60

                  4.       Transfer of Litigation Trust Claims..................................................60

         B.       Consequences to Certain Holders of Claims and Equity Interests................................61

                  1.       Subordinated Note Claims.............................................................61

                  2.       Equity Interests.....................................................................62

                  3.       Debenture Rescission Claims and Statutorily Subordinated Claims......................64

                  4.       Ownership and Disposition of the New Warrants........................................65

                  5.       Tax Treatment of the Litigation Trust................................................65

                  6.       Withholding..........................................................................68

XIV.     CONCLUSION AND RECOMMENDATION..........................................................................68

EXHIBIT A      Plan of Reorganization..........................................................................A-1

EXHIBIT B      Form of Disclosure Order........................................................................B-1

EXHIBIT C      Form of Litigation Trust Agreement..............................................................C-1

EXHIBIT D      Liquidation Analysis............................................................................D-1

EXHIBIT E      Projected Financial Information.................................................................E-1

EXHIBIT F      Fine Host Corporation Annual Report on Form 10-K For the  Fiscal Year
               Ended December 31, 1997.........................................................................F-1

EXHIBIT G      Fine Host Corporation Quarterly Report on Form 10-Q For the  Fiscal Quarter
               Ended September 30, 1998........................................................................G-1

EXHIBIT H      Precedent Transaction Analysis..................................................................H-1

EXHIBIT I      Agreement Concerning Vote, dated January 6, 1999................................................I-1


</TABLE>




1 This  Disclosure  Statement  may not be  relied  upon by any  persons  for any
purpose other than by holders of Claims or Equity Interests entitled to vote for
the  purpose of  determining  whether to vote to accept or reject the Plan,  and
nothing  contained herein shall constitute an admission of any fact or liability
by any party,  or be admissible  in any  proceeding  involving  Fine Host or any
other party, or be deemed conclusive  evidence of the tax or other legal effects
of the reorganization on Fine Host or on holders of Claims or Equity Interests.

2 Many of such  Claims  already  have  been  paid  pursuant  to an  order of the
Bankruptcy Court, dated January 7, 1999.

3 The  allocation of Fine Host Common Stock is subject to dilution on account of
the  Management  Options and the  exercise of New  Warrants.  This  distribution
assumes that Classes 3 and 5 vote to accept the Plan.

4 This chart is only a summary of the classification and treatment of Claims and
Equity  Interests  under  the  Plan.  Reference  should  be made  to the  entire
Disclosure   Statement  and  the  Plan  for  a  complete   description   of  the
classification and treatment of Claims and Equity Interests.

5  "Reorganization  value" is a term of art imputing a value to the  reorganized
entity that may be achieved over time after the impact of the chapter 11 case on
the business and results of operations have been overcome, the business has been
stabilized  and the business  has  demonstrated  its ability to produce  results
consistent  with  projections.  "Reorganization  value" is not  intended to mean
trading value.

6  Inclusive of  projected  amounts of  compensation  and  reimbursement  of
   expenses of professionals to be awarded by the Bankruptcy Court.
  
7  Does not include  interest  accrued on the  Subordinated  Notes  through the
   Petition Date.
                                                                                
8  Assumes that Creditor Cash is approximately $45 million.

9  Assumes all of such Claims already have been paid pursuant to an order of the
   Bankruptcy Court, dated January 7, 1999.

10 As of February  16, 1999,  the bar date  established  by the  Bankruptcy
Court, Debenture Rescission Claims in excess of $175,000,000 were filed with the
Bankruptcy Court. Without the commencement of a claims  reconciliation  process,
including,  without  limitation,  determining whether Debenture Recission Claims
were  validly  assigned to holders of  Subordinated  Note  Claims,  Fine Host is
unable to estimate or  quantify  these  claims at this time,  and  therefore  is
unable to estimate the  percentage  recovery for these Claims.  In addition,  if
Class 3 does not vote to accept  the Plan,  the  Class of  Debenture  Rescission
Claims will receive no distribution under the Plan.

11 Fine Host is unable to estimate the percentage recovery for Sub-Class 6A
or Sub-Class 6B. In addition, if either Class 3 or Class 5 does not vote to
accept the Plan,  the Class of Statutorily  Subordinated  Claims and Equity
Interests will receive no distribution under the Plan.
                                                                                
12 Fine Host is unable to estimate the percentage recovery for Sub-Class 6A
   or Sub-Class 6B. In addition, if either Class 3 or Class 5 does not vote to
   accept the Plan,  the Class of Statutorily  Subordinated  Claims and Equity
   Interests will receive no distribution under the Plan.

13  References  to Fine  Host in this  Article  III  include  Fine  Host and its
subsidiaries and affiliates.

14 By separate  letter,  dated March 1, 1999, the United States Trustee denied a
similar  request  of Frank  Wood.  Fine Host was never  served  with Mr.  Wood's
request.

15 On or about May 1, 1998, the Special  Committee,  by and through its counsel,
Schulte,  Roth & Zabel LLP, completed its investigation and prepared a report in
connection  therewith.  Such  report was shared  with,  among  others,  the Lead
Plaintiffs  in  the  Class  Action.   Based  upon,  among  other  things,   such
information, certain officers and directors of Fine Host were dismissed, without
prejudice, from the Class Action.

16 This amount may include amounts owed by affiliates of Fine Host.