EMPLOYMENT AGREEMENT


                  EMPLOYMENT  AGREEMENT,  dated as of this 14th day of December,
1998, between Fine Host Corporation, a Delaware corporation (the "Company"), and
William D. Forrest (the "Executive").


                                R E C I T A L S:


                  WHEREAS,  the Company  desires to employ the Executive and the
Executive has indicated his  willingness to provide his services to the Company,
on the terms and conditions set forth herein;

                  NOW, THEREFORE,  on the basis of the foregoing premises and in
consideration  of the mutual  covenants and  agreements  contained  herein,  the
parties hereto agree as follows:

                  SECTION 1. Employment. The Company hereby agrees to employ the
Executive and the Executive hereby accepts  employment with the Company,  on the
terms and subject to the conditions  hereinafter set forth. The Executive shall,
as of the date hereof, serve as the President and Chief Operating Officer of the
Company. Effective as of January 1, 1999, the Executive shall serve as the Chief
Executive  Officer of the  Company,  and shall also be  appointed  to serve as a
member of the Company's  Board of Directors  (the "Board of  Directors").  As an
executive  officer of the Company,  the Executive  shall have such duties as are
typically  performed by an executive  officer of a corporation with such titles,
together with such additional duties, commensurate with the Executive's position
with the Company,  as may be assigned to the Executive  from time to time by the
Board of Directors.  The principal location of the Executive's  employment shall
be  at  the  Company's   principal   executive   office  located  in  Greenwich,
Connecticut,  although  the  Executive  understands  and  agrees  that he may be
required to travel from time to time for Company business reasons.

     SECTION 2. Term. Subject to the provisions and conditions of this Agreement
(including  Section 6), the Executive's  employment  hereunder shall commence on
the date hereof and shall  continue  during the period ending on the earlier of:
(i) the effective date of a plan of reorganization of the Company which has been
confirmed in the case of the Company under Chapter 11 of the Bankruptcy Code, 11
U.S.C.  ss.ss. 101 et. seq. (the "Effective Date") or (ii) the first anniversary
of the date hereof.  The term of the  Executive's  employment  by the Company is
referred to herein as the "Employment Term."

                  SECTION 3.  Compensation.

                  (a)  Salary.  As  compensation  for  the  performance  of  the
Executive's services hereunder,  the Company shall pay to the Executive a salary
(the "Salary") of $400,000 per annum with increases,  if any, as may be approved
in writing by the Board of Directors.  The Salary shall be payable in accordance
with  the  payroll  practices  of the  Company  (including  the  withholding  of
applicable  employment  and income  taxes) as the same shall  exist from time to
time. In no event shall the Salary be decreased during the Employment Term.

                  (b) Bonus  Plan.  The  Executive  shall  receive a cash  bonus
("Bonus"),  subject to withholding of applicable employment and income taxes, as
follows:

                  (i) The Company shall pay a Bonus of $300,000 if the Effective
Date occurs on or before May 5, 1999.

                  (ii)  The  Company  shall  pay a  Bonus  of  $200,000  if  the
Effective Date occurs after May 5, 1999 but on or before June 5, 1999.

                  (iii)  The  Company  shall  pay a  Bonus  of  $150,000  if the
Effective Date occurs after June 5, 1999 but prior to January 5, 2000.

                  (c) Signing  Bonus.  Upon  execution  of this  Agreement,  the
Executive, or his designee, shall be paid a cash signing bonus of $60,000 by the
Company, subject to withholding of any applicable employment or income taxes.

                  (d)  Benefits.  In  addition  to the  Salary  and  Bonus,  the
Executive  shall be  entitled  to  participate  in health,  insurance,  pension,
automobile and other benefits provided to other senior executives of the Company
on terms no less favorable than those available to such senior executives of the
Company.  The  Executive  shall also be  entitled to the same number of vacation
days,  holidays,  sick days and other benefits as are generally allowed to other
senior executives of the Company in accordance with the Company policy in effect
from time to time.

                  SECTION  4.  Exclusivity.  During  the  Employment  Term,  the
Executive  shall  devote his full time to the  business  of the  Company,  shall
faithfully  serve the Company,  shall in all respects conform to and comply with
the lawful and reasonable  directions and instructions given to him by the Board
of Directors in accordance with the terms of this Agreement,  shall use his best
efforts to promote and serve the  interests  of the Company and shall not engage
in any other business activity, whether or not such activity shall be engaged in
for pecuniary  profit,  including but not limited to the Executive's  consulting
practice,  except that the Executive may (i)  participate  in the  activities of
professional trade organizations related to the business of the Company and (ii)
engage in personal investing  activities,  provided that activities set forth in
these clauses (i) and (ii), either singly or in the aggregate,  do not interfere
in any  material  respect  with the  services to be  provided  by the  Executive
hereunder.  Upon the execution of this  Agreement,  or at such later time as the
Company shall  request,  the Executive  shall provide the Company with a written
acknowledgment of the complete  termination of his prior business  relationship,
including the  relationship of Forrest Advisory  Services,  Inc., with Buccino &
Associates,  Inc. Subject to the prior satisfaction of all amounts due and owing
from Buccino & Associates,  Inc., the Executive  shall,  and shall cause Forrest
Advisory Services,  Inc. to, provide a written release of all outstanding claims
against Buccino & Associates, Inc.

                  SECTION 5.  Reimbursement and Indemnification.

                  (a) Business  Expenses.  The  Executive is authorized to incur
reasonable expenses in the discharge of the services to be performed  hereunder,
including  expenses  for travel,  entertainment,  lodging  and similar  items in
accordance with the Company's expense  reimbursement  policy, as the same may be
modified  by the  Board of  Directors  from  time to  time.  The  Company  shall
reimburse the Executive for all such proper  expenses upon  presentation  by the
Executive  of itemized  accounts of such  expenditures  in  accordance  with the
financial policy of the Company, as in effect from time to time.

                  (b) Personal Expenses. During the Employment Term, the Company
shall  reimburse  the  Executive for personal  living  expenses  incurred by the
Executive  for  meals  and  lodging  relating  to the  Executive's  presence  in
Greenwich,  Connecticut  and for  transportation  to and  from  the  Executive's
personal  residence  in  Kennebunkport,  Maine  and  his  office  in  Greenwich,
Connecticut, in the amount of $1,000 per week. The Executive need not account to
the Company for such  expenditures.  In addition to the above personal expenses,
the Company  shall  reimburse the  Executive  for  attorney's  fees of $3,250.00
incurred by the Executive in negotiating and preparing this Agreement.

                  (c) Indemnification.  The Company shall indemnify Executive to
the  fullest  extent  permitted  under  Section  145  of  the  Delaware  General
Corporation  Law (the  "DGCL").  In addition,  the Company  shall  indemnify the
Executive against all claims of Gerald P. Buccino and Buccino & Associates, Inc.
relating to the Executive's employment by the Company. The Company shall advance
reasonable  expenses  to  Executive  relating to the  Company's  indemnification
hereunder in accordance with Section 145(e) of the DGCL.

                  SECTION 6.  Termination and Default.

                  (a) Death. This Agreement shall  automatically  terminate upon
the death of the Executive and upon such event, the Executive's  estate shall be
entitled to receive the amounts specified in Section 6(e) below.

                  (b)  Disability.  If the  Executive  is unable to perform  the
duties required of him under this Agreement because of illness,  incapacity,  or
physical or mental  disability,  this  Agreement  shall remain in full force and
effect and the  Company  shall pay all  compensation  required to be paid to the
Executive  hereunder,  unless  the  Executive  is unable to  perform  the duties
required of him under this Agreement for 60 consecutive  days during the term of
this Agreement,  in which event this Agreement  (other than Sections 6(e), 7, 8,
9, and 12 hereof),  including,  but not limited to, the Company's obligations to
pay any  Salary  or to  provide  any  privileges  under  this  Agreement,  shall
terminate.

                  (c) Just  Cause.  The  Company may  terminate  this  Agreement
(other  than  Sections  6(e),  7,  8,  9 and 12  hereof)  at  any  time.  If the
Executive's  employment  is  terminated  pursuant  to  this  Section  6(c),  the
Executive  shall be entitled to receive the amounts  specified  in Section  6(e)
below. In the event of termination pursuant to this Section 6(c) for Just Cause,
the Company  shall  deliver to the Executive  written  notice  setting forth the
basis for such termination, which notice shall specifically set forth the nature
of the Just Cause which is the reason for such  termination.  Termination of the
Executive's employment hereunder shall be effective upon delivery of such notice
of termination. For purposes of this Agreement, "Just Cause" shall mean: (i) the
Executive's failure (except where due to a disability contemplated by subsection
(b) hereof),  neglect or refusal to perform his duties  hereunder which failure,
neglect or refusal shall not have been corrected by the Executive within 30 days
of receipt by the Executive of written  notice from the Company of such failure,
neglect or refusal, which notice shall specifically set forth the nature of said
failure,  neglect  or  refusal,  (ii)  any  willful  or  intentional  act of the
Executive  that has the effect of  injuring  the  reputation  or business of the
Company or its  affiliates  in any  material  respect;  (iii) any  continued  or
repeated  absence  from the  Company,  unless  such  absence is (A)  approved or
excused  by the  Board of  Directors  or (B) is the  result  of the  Executive's
illness, disability or incapacity (in which event the provisions of Section 6(b)
hereof shall  control);  (iv) use of illegal  drugs by the Executive or repeated
drunkenness;  (v) conviction of the Executive for the commission of a felony; or
(vi) the commission by the Executive of an act of fraud or embezzlement  against
the Company.

                  (d)   Resignation.   The   Executive   shall  have  the  right
immediately to terminate  this Agreement  (other than Sections 6(e), 7, 8, 9 and
12) by giving  notice  of the  Executive's  resignation.  Upon  receipt  of such
notice,  this  Agreement,  other  than  Sections  6(e),  7, 8, 9 and  12,  shall
terminate immediately.

                  (e)  Payments.   In  the  event  the  Executive's   employment
hereunder  terminates for any reason, the Company shall pay to the Executive all
amounts accrued but unpaid hereunder  through the date of termination in respect
of Salary or  unreimbursed  expenses.  In the event the  Executive's  employment
hereunder  is  terminated  by  the  Company  without  Just  Cause  prior  to the
Executive's  entitlement  to the Bonus  payments  under Section 3(b) hereof,  in
addition to the amounts specified in the foregoing sentence, the Executive shall
be paid  the  following  termination  fee in lieu  of any  and  all  such  Bonus
payments:

                  (i) If the Executive's  termination is prior to the expiration
                  of 120 days after the Filing Date, the  termination  fee shall
                  be $300,000;

                  (ii) If the Executive's  termination is more than 120 but less
                  than 151 days after the Filing Date, the termination fee shall
                  be $200,000; and

                  (iii) If the  Executive's  termination  is more  than 150 days
                  after the Filing Date, the termination fee shall be $150,000.

In  addition,  the  Executive  shall  continue  to receive  any group  health or
insurance  benefits  provided to him as of the date of such  termination for the
remainder of the Employment Term, provided such benefits are then made available
to other employees of the Company. In the event the Executive is receiving group
health or insurance  benefits  described in the  preceding  sentence and accepts
other  employment  prior to the last date of the Employment  Term, the Executive
shall  forthwith  notify  the  Company  and the  Company  shall be  entitled  to
discontinue  any group health or insurance  benefits then being  provided to the
Executive  under this Section 6(e) to the extent the  Executive is then entitled
to substantially  similar benefits from such other  employment.  Notwithstanding
the foregoing  provisions of this Section 6(e), the Company's obligation to make
any payments or provide any benefits  hereunder  shall be reduced by any amounts
then  owed  by the  Executive  to the  Company.  Upon  any  termination  of this
Agreement,  all of the rights,  privileges and duties of the Executive hereunder
shall cease,  except for his rights under this Section 6(e) and his  obligations
under Sections 7, 8, 9, and 12 hereunder.

                  SECTION 7.  Disclosure and Solicitation.

                  (a) Non-disclosure of Confidential Information. The Executive,
except in connection  with his employment  hereunder,  shall not disclose to any
person  or entity  or use,  either  during  the  Employment  Term or at any time
thereafter,  any  information not in the public domain or generally known in the
industry,  in any form,  acquired by the Executive while employed by the Company
or any  predecessor  to the  Company's  business or, if acquired  following  the
Employment Term, such information which, to the Executive's knowledge,  has been
acquired,  directly  or  indirectly,  from any person or entity  owing a duty of
confidentiality  to  the  Company  or any of  its  subsidiaries  or  affiliates,
relating to the Company,  its  subsidiaries  or  affiliates,  including  but not
limited to information regarding customers,  vendors,  suppliers, trade secrets,
training  programs,  manuals or  materials,  technical  information,  contracts,
systems, procedures,  mailing lists, know-how, trade names, improvements,  price
lists,  financial  or other  data  (including  the  revenues,  costs or  profits
associated with any of the Company's products or services), business plans, code
books,  invoices and other financial  statements,  computer  programs,  software
systems,   databases,  discs  and  printouts,  plans  (business,   technical  or
otherwise),  customer  and industry  lists,  correspondence,  internal  reports,
personnel  files,  sales and advertising  material,  telephone  numbers,  names,
addresses or any other compilation of information,  written or unwritten,  which
is or was used in the business of the Company or any  subsidiaries or affiliates
thereof. The Executive agrees and acknowledges that all of such information,  in
any form,  and copies and  extracts  thereof,  are and shall remain the sole and
exclusive  property of the Company,  and upon termination of his employment with
the Company,  the  Executive  shall return to the Company the  originals and all
copies of any such  information  provided  to or acquired  by the  Executive  in
connection with the performance of his duties for the Company,  and shall return
to the Company all files,  correspondence and/or other communications  received,
maintained  and/or  originated  by  the  Executive  during  the  course  of  his
employment. The Executive's obligations hereunder shall not apply to information
acquired  by the  Executive  which (i) is in the  public  domain,  other than by
breach  of  the  Executive's  obligations  hereunder,  (ii)  is  already  in the
Executive's  possession and not subject to obligations of  confidentiality,  and
(iii) is made  available to the Executive  from sources not bound by obligations
of confidentiality.

                  (b) No Interference.  During the period commencing on the date
of this Agreement and ending on the first  anniversary of the termination of the
Executive's  employment hereunder (such period is hereinafter referred to as the
"Restricted  Period"),  the Executive shall not,  whether for his own account or
for the account of any other individual, partnership, firm, corporation or other
business organization (other than the Company),  directly or indirectly solicit,
endeavor to entice away from the Company,  its  affiliates or  subsidiaries,  or
otherwise  directly  interfere  with  the  relationship  of  the  Company,   its
affiliates  or  subsidiaries  with  any  person  who,  to the  knowledge  of the
Executive,  is  employed as a regular  salaried  employee  of the  Company,  its
affiliates or  subsidiaries.  The  placement of any general  classified or "help
wanted" advertisements and/or general solicitations to the public at large shall
not constitute a violation of this Section 7(b) unless the  Executive's  name is
contained in such advertisements or solicitations.

                    SECTION 8. Injunctive Relief. Without intending to limit the
remedies available to the Company,  the Executive  acknowledges that a breach of
any of the  covenants  contained  in  Section 7 hereof  may  result in  material
irreparable  injury to the Company or its  subsidiaries  or affiliates for which
there is no  adequate  remedy at law,  that it will not be  possible  to measure
damages for such  injuries  precisely and that, in the event of such a breach or
threat thereof, the Company shall be entitled to obtain a temporary  restraining
order and/or a  preliminary  or permanent  injunction,  without the necessity of
proving  irreparable  harm or injury as a result  of such  breach or  threatened
breach  of  Section  7  hereof,  restraining  the  Executive  from  engaging  in
activities  prohibited  by  Section  7 hereof  or such  other  relief  as may be
required specifically to enforce any of the covenants in Section 7 hereof.

                    SECTION  9.   Successors   and   Assigns;   No   Third-Party
Beneficiaries.  This  Agreement  shall  inure to the  benefit of, and be binding
upon,  the  successors  and assigns of each of the parties,  including,  but not
limited  to,  the  Executive's  heirs and the  personal  representatives  of the
Executive's  estate;  provided,  however,  that  neither  party shall  assign or
delegate any of the obligations  created under this Agreement  without the prior
written consent of the other party.  Nothing in this Agreement shall confer upon
any person or entity not a party to this Agreement, or the legal representatives
of such  person  or  entity,  any  rights  or  remedies  of any  nature  or kind
whatsoever under or by reason of this Agreement.

                    SECTION 10. Waiver and Amendments.  Any waiver,  alteration,
amendment or  modification  of any of the terms of this Agreement shall be valid
only if made in writing and signed by the  parties  hereto;  provided,  however,
that any such waiver,  alteration,  amendment or modification is consented to on
the  Company's  behalf  by the  Board of  Directors.  No waiver by either of the
parties hereto of their rights  hereunder shall be deemed to constitute a waiver
with respect to any subsequent occurrences or transactions hereunder unless such
waiver specifically states that it is to be construed as a continuing waiver.

                    SECTION 11.  Severability  and Governing  Law. The Executive
acknowledges  and agrees  that the  covenants  set forth in Section 7 hereof are
reasonable  and  valid in  geographical  and  temporal  scope  and in all  other
respects.  If any of such  covenants or such other  provisions of this Agreement
are found to be invalid or unenforceable by a final  determination of a court of
competent  jurisdiction  (a) the remaining terms and provisions  hereof shall be
unimpaired  and (b) the  invalid or  unenforceable  term or  provision  shall be
deemed  replaced by a term or provision that is valid and  enforceable  and that
comes closest to expressing the intention of the invalid or  unenforceable  term
or provision.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CONNECTICUT APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE.

                    SECTION 12.  Notices.

                    (a) All  communications  under  this  Agreement  shall be in
writing  and shall be  delivered  by hand or mailed by  overnight  courier or by
registered or certified mail, postage prepaid:

                    (i) If to the Executive, at 131 Arundel Road, Kennebunkport,
           Maine  04046,  or at such  other  address as the  Executive  may have
           furnished the Company in writing;  with a copy to Frederick H. Grein,
           Jr.,  Esq.,  at  Hutchins,  Wheeler & Dittmar,  101  Federal  Street,
           Boston, Massachusetts 02110.

                    (ii)  If  to  the  Company,  at  3  Greenwich  Office  Park,
           Greenwich,  Connecticut  06831,  marked  for  the  attention  of  the
           Company's  General  Counsel,  or at such other address as it may have
           furnished in writing to the Executive.

                    (b) Any notice so addressed  shall be deemed to be given: if
delivered by hand, on the date of such  delivery;  if mailed by courier,  on the
first  business  day  following  the  date of such  mailing;  and if  mailed  by
registered or certified  mail, on the third  business day after the date of such
mailing.

                    SECTION 13. Section  Headings.  The headings of the sections
and  subsections of this Agreement are inserted for  convenience  only and shall
not be deemed to constitute a part thereof, affect the meaning or interpretation
of this Agreement or of any term or provision hereof.

                    SECTION 14. Entire Agreement. This Agreement constitutes the
entire   understanding  and  agreement  of  the  parties  hereto  regarding  the
employment of the Executive.  This Agreement  supersedes all prior negotiations,
discussions,  correspondence,   communications,  understandings  and  agreements
between the parties relating to the subject matter of this Agreement.

                    SECTION 15.  Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same agreement.

                    IN WITNESS  WHEREOF,  the parties  hereto have executed this
Agreement as of the date first above written.


                                                       FINE HOST CORPORATION



                                                       By:                      
                                                          Name:
                                                          Title:





                                                                     Executive

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