Settlement Agreement

     THIS  AGREEMENT is entered into as of this 14th day of December,  1998,  by
and among Gerald P. Buccino, individually ("Mr. Buccino"), Buccino & Associates,
Inc.  ("Buccino Firm" and collectively with Mr. Buccino,  the "Buccino Parties")
and Fine Host Corporation ("Company").
                                    Recitals

     WHEREAS,  pursuant  to a  retention  agreement,  dated  December  16,  1997
("Retention  Agreement"),  the Company  retained  the Buccino Firm to act as its
crisis manager;

     WHEREAS,  pursuant  to an  employment  letter,  dated  March 1,  1998  (the
"Employment Agreement"),  the Company retained Mr. Buccino to serve as President
and Chief Executive Officer of the Company;

     WHEREAS,  Mr. Buccino's term of employment  under the Employment  Agreement
expires December 31, 1998;

     WHEREAS, Mr. Buccino also serves as a director of the Company;

     WHEREAS,  Messrs. William Forrest (through his company) and Frank Musso are
Buccino  Firm  personnel  who have been  working at the Company  pursuant to the
Retention Agreement;

     WHEREAS,  Paragraph 5 of the Retention Agreement contains an agreement that
Fine Host  shall not  employ  Buccino  Firm  personnel  during the period of the
Retention  Agreement and for a period of one year after  termination of the same
unless the Buccino Firm consents in writing;

     WHEREAS,  Messrs. Forrest and Musso are each party to engagement agreements
with the Buccino Firm which contain trade secret and  nondisclosure  protections
and also  provide  that they  agree not to seek or accept  employment  with,  or
contract  to provide  services to the Company at any time during the term of his
agreement with the Buccino Firm, or within 12 months  following the  termination
of the applicable agreement;

     WHEREAS,  there is a substantial  dispute about the amount of severance and
incentive compensation and other payments and benefits due Mr. Buccino under his
Employment Agreement;

     WHEREAS, the Company and the Buccino Parties wish to resolve various actual
and potential disputes between them; and

     WHEREAS,  the  Company  wishes to engage  Messrs.  Forrest and Musso as its
employees;

     NOW,  WHEREFORE,  for  good  and  valuable  consideration,   including  the
consideration  set forth  above and the  compromise  of claims and  exchange  of
mutual releases set forth below, the parties hereby agree as follows:

         1. Payment.  The Company shall pay Mr. Buccino on behalf of the Buccino
Parties  the sum of  $500,000,  with (i)  $200,000  of this amount to be paid in
immediately  available funds by wire transfer on the date hereof,  (ii) $200,000
of this  amount  to be paid by wire  transfer  two  business  days  prior to any
bankruptcy filing (or if no bankruptcy has been filed by February 26, 1999, then
on  February  26,  1999) and (iii)  provided  that Mr.  Buccino  has  materially
performed his obligations  hereunder,  the remaining $100,000 to be paid by wire
transfer as a success fee within five business  days of the effective  date of a
confirmed Chapter 11 plan for the Company (or if no bankruptcy has been filed by
April 30, 1999,  then on April 30,  1999).  Each wire  transfer  will be made in
accordance with the wire transfer instructions to be furnished to the Company by
Mr. Buccino or Sonnenschein Nath & Rosenthal on his behalf. These payments shall
be  treated  as a lump sum  settlement  payment  and  shall  not be  subject  to
withholding or similar taxes.  Mr. Buccino shall be responsible for any personal
income  or other  personal  taxes  which  he may owe in  connection  with  these
payments.

         The  Buccino  Firm will pay all  previously  unpaid  fees and  expenses
incurred  through the date hereof from the $75,000  retainer held by the Buccino
Firm;  provided,  that no fee shall be incurred by the Buccino Firm for services
rendered  by Mr.  Buccino  after the date  hereof.  To the extent  such fees and
expenses exceed such retainer, the Company shall pay any invoice for such excess
within five business  days of receipt of such invoice.  To the extent that there
is any retainer on February 12, 1999 in excess of fees and expenses  invoiced to
such date,  the excess  portion of the retainer shall be returned to the Company
by the Buccino Firm.  The Company has paid  $114,711.89  to the Buccino Firm for
sales tax on  consulting  services  rendered to the Company by the Buccino  Firm
through  September 30, 1998. The Buccino Firm holds these funds in trust for the
State of  Connecticut,  is completing  the necessary  forms,  and will remit the
funds to the State of  Connecticut.  The Company has also paid the Buccino  Firm
for  Connecticut  sales tax on  consulting  services  rendered to the Company by
Buccino from October 1, 1998 through December 4, 1998 and the Buccino Firm holds
those  payments  in  trust  for the  State of  Connecticut,  is  completing  the
necessary  forms,  and will  remit the funds to the  State of  Connecticut.  The
Company will pay,  either  directly to the State of  Connecticut  or through the
Buccino Firm,  all sales taxes relating to consulting  services  rendered to the
Company by the Buccino Firm since December 4, 1997 through the date hereof which
have not previously been paid to date.

         The Company will pay Mr.  Buccino those  expenses which he has incurred
on behalf of the  Company  to the date  hereof,  but which have not been paid to
this date, up to an aggregate not to exceed $4,500.

         Other than as specifically provided in this Agreement, Mr. Buccino will
not seek any other  compensation or benefits under his Employment  Agreement and
the Buccino  Firm will not seek any other  compensation  or  benefits  under its
Retention Agreement.

         2. Mr.  Buccino's  Status.  Mr. Buccino's tenure as President and as an
officer or director of any  subsidiary  of the Company  will expire upon signing
this Agreement.  Mr. Buccino's tenure as Chief Executive  Officer of the Company
will continue until the term of his employment agreement expires on December 31,
1998 and as of that date,  he will no longer be Chief  Executive  Officer of the
Company.  The Company has  informed  Mr.  Buccino that it intends to appoint Mr.
Forrest as President and Chief Operating  Officer of the Company  effective upon
entry into this Agreement.  Except as otherwise provided in this Agreement,  Mr.
Buccino will  continue to perform his duties as Chief  Executive  Officer of the
Company until December 31, 1998 for no additional compensation.

         3. Directorship. Mr. Buccino shall serve the Company as Chairman of the
Board of Directors until his successor is duly appointed or elected. Mr. Buccino
shall  be  entitled  to a fee per  meeting  equal  to the  amount  paid to other
directors  per  meeting  (whether  the  meeting  is in  person  or by  telephone
conference) plus  reimbursement  of reasonable  travel and related out of pocket
expenses.  Mr. Buccino shall be entitled to the same  indemnities  and liability
insurance benefits as the other directors for actions taken during the period he
continues to serve as a director.

         4. Further Services of Mr. Buccino. If requested by the Company,  which
request will be made through a member of the Company's board of directors or its
inside  general  counsel,  after  December 31, 1998 Mr. Buccino will continue to
provide  appropriate  services  requested upon reasonable  advance notice by the
Company,  including,  without limitation,  contacts with customers,  vendors and
performance bond companies, and, as provided below, shall be paid $5,000 per day
for such  services  after  December 31, 1998 plus  reimbursement  of  reasonable
travel  and  related  out of pocket  expenses.  To the extent  requested  by the
Company,  Mr.  Buccino will work each business day in the week leading up to and
the week of the Company's Chapter 11 filing, which is contemplated to occur on a
Friday,  but he will receive no per diem  compensation  for services during this
two week period. He will,  however,  receive  reimbursement of reasonable travel
and out of pocket  expenses  during this two week  period.  Notwithstanding  the
foregoing,  the Company  understands that Mr. Buccino will be out of the country
from  January 8 to January  15,  1999 and will not  expect  Mr.  Buccino to work
during that period.

         After  December 31, 1998,  Mr. Buccino shall be paid at the hourly rate
of $425 per hour for isolated phone calls or correspondence  totalling less than
four  hours'  duration  in a given  day  and  that  such  activities  shall  not
constitute a reimbursable day hereunder (but this agreement shall not affect the
obligation of the Company to pay meeting fees under  paragraph 3 for  telephonic
board of directors meetings of any duration).

         All amounts payable to Mr. Buccino under this paragraph 4 shall be paid
within five business days of his  presentation  of an invoice to the Company for
compensable services and reimburseable expenses permitted hereunder. Mr. Buccino
shall  not be  entitled  to any fees or  expenses  under  this  paragraph  4 for
services rendered as a director of the Company.

         5.  Consent to Forrest and Musso  Employment.  The Buccino  Firm hereby
consents to the employment of Messrs. Forrest (and/or Mr. Forrest's company) and
Musso by the Company without payment of any placement or similar fee;  provided,
however, that Messrs.  Forrest and Musso provide the Buccino Firm with a written
acknowledgement  that their  consulting  relationship  with the Buccino  Firm is
terminated and that the Buccino Firm has performed all  obligations  due to them
through  the date of this  Agreement.  The  obligation  of the  Buccino  Firm to
perform  further  services under the Retention  Agreement shall terminate on the
date hereof.

         6. Press  Release,  Employee and Other  Corporate  Communications.  The
Company shall prepare press and employee  releases to be issued not earlier than
the entry into this Agreement  announcing  the (i)  expiration of Mr.  Buccino's
serving as President of the Company  effective as of the date of this Agreement,
(ii)  continuation of Mr.  Buccino's term as Chief  Executive  Officer until his
contract  expires on December 31, 1998,  (iii)  continuation  of Mr.  Buccino as
Chairman of the Board of  Directors  and (iv)  election of a new  President  and
Chief Operating Officer. The Company shall provide a draft of all press releases
or employee or other  corporate  communications  relating to Mr.  Buccino or the
Buccino  Firm prior to its  issuance  to Mr.  Buccino  and his counsel for their
review and comment,  which  comments  shall be  reasonably  accommodated  by the
Company. Mr. Buccino acknowledges that the Company will be required to file this
Agreement with the Securities and Exchange Commission.

         7. Disparagement. The parties shall not (nor shall they encourage their
officers,  directors,  employees,  agents,  affiliates  or  representatives  to)
disparage  each other in any way or except to the extent  required by law, shall
not disclose the substance of these negotiations.

         8.  Letter of  Commendation.  On the date  hereof,  the  Company  shall
provide  a  letter  of  commendation  for  Mr.  Buccino  and the  Buccino  Firm,
recognizing the substantial contributions by the Buccino Parties to the improved
financial  position of the  Company.  A draft of such  letter  shall be provided
prior to its issuance to the Buccino  Parties and their counsel for their review
and  comment,  which  comments  shall be  reasonably  accommodated.  The Company
consents to the Buccino  Parties  referring to this engagement and the letter of
commendation in their marketing and advertising efforts.

         9.  Chapter 11  Documents.  The  Company  shall  provide a draft of the
Company's  proposed Chapter 11 plan and any other documents which may affect Mr.
Buccino or the Buccino Firm to the Buccino Parties and their counsel as promptly
as practicable prior to such document being filed with the bankruptcy court. The
Company will reasonably  accommodate the comments of the Buccino Parties related
to provisions describing or which affect either of the Buccino Parties.  Without
limiting  the  foregoing,  the Company  agrees that it shall use its  reasonable
efforts  to  assure  that its  Chapter  11 plan  provide  that  (i) the  Buccino
Releasing Parties (as hereinafter  defined) shall receive as broad and favorable
a release (and be entitled to the  protections  of related  injunctive and other
protections)  as is being received by any other Company related person under the
Chapter 11 plan, the confirmation order and similar releasing documents and (ii)
all  continuing  indemnification,  director  and officer  insurance  and similar
protections  during  the  Chapter  11 case or after  confirmation  shall also be
extended  to Mr.  Buccino to the same  extent  they are being  provided  to then
current directors and executive  officers of the Company.  The Company will seek
to assume this Agreement as part of its Chapter 11 plan.

         10.  Release  from  Company.  The  Company (on behalf of itself and its
agents,  affiliates,   officers,  directors,   employees,  partners,  attorneys,
creditors,  shareholders,  successors and assigns (collectively,  the "Fine Host
Parties"))  hereby  forever  releases and acquits the Buccino  Parties and their
respective agents, affiliates, shareholders, officers, employees, successors and
assigns from all actions, causes of action, suits, debts, accounts,  reckonings,
sums of money, bills, covenants, contracts, controversies, agreements, promises,
damages, claims,  judgments and demands whatsoever,  known or unknown, in law or
equity,  relating in any way to their relationship to date,  including,  without
limitation,  under the Employment Agreement or the Retention Agreement.  Nothing
herein  shall  release the Buccino  Parties  from their  obligations  under this
Agreement.

         The  Company  expressly  warrants  and  represents  that the Fine  Host
Parties have not sold,  granted,  transferred  or assigned or caused to be sold,
granted,  transferred or assigned to any other person,  firm or corporation  any
portion of the claims being released hereby.

         11.  Release from Buccino  Parties.  The Buccino  Parties (on behalf of
themselves  and  their  agents,  affiliates,   officers,  directors,  employees,
partners,   attorneys,   creditors,   shareholders,   successors   and   assigns
(collectively,  the "Buccino  Releasing  Parties"))  hereby forever  release and
acquit  the  Fine  Host  Parties  and  their  respective   agents,   affiliates,
shareholders,  officers,  employees,  successors  and assigns  from all actions,
causes of action,  suits,  debts,  accounts,  reckonings,  sums of money, bills,
covenants,  contracts,  controversies,  agreements,  promises,  damages, claims,
judgments and demands whatsoever,  known or unknown, in law or equity,  relating
in any way to their relationship to date, including,  without limitation,  under
the  Employment  Agreement  or the  Retention  Agreement.  Nothing  herein shall
release the Fine Host Parties or any insurer from (i) the Company's  obligations
under this Agreement,  (ii) the indemnity  obligations under paragraph 10 of the
Employment  Agreement,  paragraph 6 of the  Retention  Agreement,  the Company's
certificate  of  incorporation   and  bylaws  or  other  applicable  law,  (iii)
solicitation  or  employment of any  personnel  (other than Messrs.  Forrest and
Musso) in violation of paragraph 4 of the Retention Agreement (provided that the
employment  of any party with the Buccino  Firm's  written  consent  such as the
parties set forth in  Paragraph  5 hereof and  Jennifer  Buccino  shall not be a
violation of such  paragraph)  or (iv) the  obligation  to provide  director and
officer liability insurance to Mr.
Buccino pursuant to paragraph 7 of his Employment Agreement.

         The Buccino  Parties  expressly  warrant and represent that the Buccino
Releasing Parties have not sold,  granted,  transferred or assigned or caused to
be  sold,  granted,  transferred  or  assigned  to any  other  person,  firm  or
corporation any portion of the claims being released hereby.

         12. Expenses of Buccino  Parties.  Promptly after the Buccino  Parties'
submission  to the  Company of  invoices  therefore,  the  Company  shall pay or
reimburse the Buccino  Parties for the  reasonable  attorneys  fees and expenses
incurred  by  the  Buccino  Parties  in  connection  with  (a)  negotiation  and
documentation  of  this  Agreement,  (b)  enforcement  of  this  Agreement,  (c)
preparation  of any proofs of claim for the Buccino  Parties or their counsel in
the Chapter 11 case or (d) indemnification  expenses (including advances of fees
and  costs   where   applicable)   within  the  scope  of  caveat  (ii)  of  the
indemnification  obligations set forth in paragraph 11 hereof.  The Company will
pay $20,000 in immediately  available  funds to  Sonnenschein  Nath & Rosenthal,
counsel to the Buccino  Parties,  by wire transfer in  accordance  with the wire
transfer  instructions  provided by Sonnenschein to the Company, to be held as a
retainer and applied to  reimbursable  expenses  simultaneously  with  providing
copies of the invoices to the Company; provided, however, any unapplied retainer
in excess of amounts due under this paragraph 12 will be returned to the Company
on the first anniversary of the effective date of the Company's chapter 11 plan.
The  Company's  obligation  to  reimburse  for expenses in  connection  with the
negotiation and documentation of this Agreement and the preparation of proofs of
claim is capped at $20,000;  but this cap shall not apply to  reimbursement  for
expenses  related to  enforcement  by the Buccino  Parties of this  Agreement or
indemnification expenses.

         13.  Headings.  The headings of the  paragraphs  of this  Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

         14. Entire Agreement; Modification and Waiver. This Agreement (together
with the documents cross referenced herein) contains the entire understanding of
the  parties  with  respect to the  relationship  of the Company and the Buccino
Parties.  No waiver,  supplement,  modification  or amendment of this  Agreement
shall be binding unless  executed in writing by each of the parties  hereto.  No
waiver  of any of the  provisions  of this  Agreement  shall be  deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar).

         15. Notices.  All notices,  requests,  demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall have been  directed,  or (ii) sent by reputable  guaranteed
overnight  courier,  on the next  business  day after the date on which it is so
sent:

                                    If to either of the Buccino Parties:

                                    58 Malibu Court
                                    Burr Ridge, Illinois  60521
                                    Attention:  Mr. Gerald P. Buccino

                                    with a copy to:

                                    Sonnenschein Nath & Rosenthal
                                    8000 Sears Tower
                                    Chicago, Illinois 60606
                                    Attention:  Paul J. Miller, Esq.

                                    If to Company:

                                    3 Greenwich Office Park
                                    Greenwich, CT 06831
                                    Attention: Ellen Keats, Esq.

                                    with a copy to:

                                    Willkie Farr & Gallagher
                                    787 Seventh Avenue
                                    New York, New York 10019
                                    Attention:  Steven J. Gartner, Esq.

or to such other address as may be furnished by the party to receive notice to
the other.

         16.  Governing  Law.  This  Agreement is governed by, and  construed in
accordance  with,  the laws of the State of New York with  respect to  contracts
made and to be performed  entirely therein,  and without regard to choice of law
or principles thereof.

         17.  Survival.  The  provisions  of this  Agreement  shall  survive any
termination of the services of either of the Buccino  Parties by the Company and
shall be binding upon the  successors and assigns of the Company and shall issue
to the  benefit  of the  successors,  assigns,  heirs,  devisees,  and  personal
representatives of the Buccino Parties.

         18.  Identical  Counterparts.  This Agreement may be executed in one or
more  counterparts,  each of which  shall  for all  purposes  be deemed to be an
original but all of which together shall  constitute one and the same Agreement.
Only one such  counterpart  signed by the party against whom  enforceability  is
sought needs to be produced to evidence the existence of this Agreement.


         AGREED as of the date set forth above.

                                                FINE HOST CORPORATION


                                                By:____________________________



                                                  -----------------------------
                                                     Gerald P. Buccino
                                  Individually


                                                  BUCCINO & ASSOCIATES, INC.


                                                  By: _______________________
                                                          Gerald P. Buccino
                                                              President