January 15, 1999



Via Federal Express

Mr. Randall K. Ziegler
10 Cooper Kettle Road
Trumbull, CT  06611

Re:      Separation and Consulting Agreement

Dear Randy:

                  This letter shall  constitute  the  Separation  and Consulting
Agreement  (the  "Agreement")   between  you  and  Fine  Host  Corporation  (the
"Company").  Upon your  execution of this Agreement and failure to revoke within
the  seven-day  period  described in Section B.7 hereof,  this  Agreement  shall
replace any and all prior employment or separation arrangements you may have had
with the Company.  The effective date of this  Agreement  shall be the latter of
January 15, 1999 or the eighth day following  your  execution of this  Agreement
(the  "Effective  Date"),  provided you have not revoked this Agreement prior to
such date.

                  A.  In consideration of your execution of this Agreement, on
and as of the Effective Date:

1. (a) The Company  agrees to retain you to provide  consulting  services to the
Company for a term commencing on the Effective Date and terminating  nine months
thereafter (the "Consulting Term"). During the Consulting Term, you shall, only,
as and when  reasonably  requested by the Company's Group President - Recreation
and Leisure,  from time to time, act as a consultant  and render  assistance and
participation, giving at all times the full benefit of your knowledge, expertise
and  background,  in all matters  involved in or relating to the business of the
Company  and its  subsidiaries.  During  the  Consulting  Term  you  shall  work
exclusively  for the Company unless the Company's  Group  President - Recreation
and Leisure otherwise  agrees.  You shall report directly to the Company's Group
President-  Recreation  and Leisure.  It is expected  that you will perform your
services out of your home except for such times as the Company's Group President
reasonably requires you to travel or be present at the Company's offices. The

Company  understands  and agrees  that during the  Consulting  Term you may seek
employment  outside the  Company and  therefore  may be  unavailable  to perform
hereunder if you need to interview for employment.

                  In consideration for your consulting services  hereunder,  you
shall  continue to receive  your salary of  $13,750.00  per month for each month
during the  Consulting  Term,  payable in accordance  with the Company's  normal
payroll practices.

                  In  addition,  you shall  receive the  additional  bonuses set
forth below if the  following  accounts  are  awarded to the Company  during the
Consulting  Period and you use  reasonable  best  efforts,  if  requested by the
Company, in helping the Company be awarded those accounts:

                           Portland (group of accounts)                $25,000

                           Albuquerque Convention Center               $ 5,000

                           Tulsa Convention Center                     $10,000

                           Wisconsin Center                            $10,000

                  Such payments,  if any, shall be made within fifteen (15) days
of the Company's receipt of written notification of such awards.

                  You shall be reimbursed for reasonable  out-of-pocket expenses
incurred by you in  connection  with  consulting  services;  provided  that such
expenses  shall not  exceed  $250  without  the prior  written  approval  of the
Company.  Such expenses shall be reimbursed  promptly  following  receipt by the
Company of expense reports with accompanying supporting  documentation in detail
reasonably acceptable to the Company.

2. The Company  also agrees to pay you  severance  for the nine (9) month period
following  the  Consulting  Term  (the  "Severance  Period")  in the  amount  of
$13,750.00  per month for each month  during  the  Severance  Period  either (i)
payable in accordance  with the Company's  payroll  practices or (ii) payable in
lump sum upon the expiration of the Consulting  Term (the "Lump Sum  Severance")
as you elect by sending written notice to the Company prior to the expiration of
the Consulting Term.

3. During the  Consulting  Term you shall continue to receive the Company health
and welfare benefits in accordance with Company policy. Also, vacation time will
accrue during the Consulting Term in accordance  with Company policy.  You shall
also be entitled to unused carryover vacation periods in accordance with Company
policy.

4. During the  Severance  Period,  the Company shall pay all premiums that would
otherwise  be required of you to obtain the same  medical  coverage as in effect
for  you  and  your  dependents  immediately  prior  to the  Effective  Date  in
accordance with the federal  Consolidated  Omnibus Budget  Reconciliation Act of
1985,  as amended  ("COBRA"),  subject only to your timely  election to continue
medical  coverage  through  COBRA;  provided,  that the  Company  shall  have no
obligation to pay such premiums  beyond the expiration of the Severance  Period;
and  provided  further,  that the  Company  shall  not be  required  to pay such
premiums in the event you accept employment with any corporation or other entity
during the Consulting Term or the Severance Period and such corporation or other
entity provides you with medical coverage on terms substantially  similar to the
benefits provided to you by the Company.

5.  During  the  Consulting  Term and the  Severance  Period the  Company  shall
continue  to provide  you the vehicle you  currently  drive in  accordance  with
Company policy,  provided however, that the Company shall not be required to pay
such  allowance  (i) once  you  commence  full-time  employment  with any  other
corporation or entity during the  Consulting  Term or the Severance  Period,  or
(ii) after you elect to be paid the Lump Sum  Severance  as set forth in Section
A2 above.

6. The Company shall also pay you the balance of your 1997 Incentive Bonus equal
to thirty-five thousand ($35,000.00) dollars in lump sum at such time as Company
employees are paid such bonuses in 1999.

                  7. The Company shall pay, at your  request,  up to $20,000 for
outplacement services upon presentation of appropriate documentation therefor.

                  8. You  shall  have the right to keep the  Company's  computer
hardware and peripherals and non proprietary software applications,  fax machine
and cellular telephone you currently utilize for your personal use.

                  9. The Company hereby releases and discharges you, your heirs,
successors, assigns, agents, and counsel (collectively, the "Ziegler Releasees")
of and from all actions,  causes of action, claims, demands, costs, and expenses
for  damages,  known or  unknown,  which the Company had or now have or may have
against you or the Ziegler  Releasees,  arising at any time up to and  including
the date of this release and waiver,  other than specific  claims to enforce the
terms of this Agreement.

                  B.  In  consideration  of the  above-referenced  payments  and
benefits, you agree as follows:

                  1. Not later than the  Effective  Date,  you shall execute and
deliver  to the  Company a letter  of  resignation  pursuant  to which you shall
resign as Executive Vice President of the Company,  substantially in the form of
Exhibit A hereto.

2. It is  understood  that  during the course of your  employment  you have been
exposed to material and information  which is  confidential to the Company.  All
such material and information,  whether tangible or intangible,  made available,
disclosed or otherwise known to you by reason of your prior  employment with the
Company shall be considered  the sole property of the Company,  shall be used by
you only for the  benefit of the Company  and shall not be  disclosed  to others
except with the Company's prior  approval.  Notwithstanding  the foregoing,  the
Company  acknowledges  that you may call upon  clients of the Company  after the
Consulting Term, provided that you do not violate the terms of this Agreement by
disclosing the Company's confidential  information or disparaging the Company or
acting in a way which would constitute  tortitious behavior or otherwise violate
the law. This  obligation of  confidentiality  shall survive the  termination of
this Agreement.  Upon the termination of the Consulting Term, you shall promptly
return  all  material  data  and  documents  which  you  may  then  have in your
possession  as a result of your  services  to the  Company,  except for data and
documents relating to your service as a member of the Board of Directors,  which
you may maintain.

3. During the  Consulting  Term,  except with the prior  written  consent of the
Company,  you shall not  (whether  as an  officer,  director,  owner,  employee,
consultant,  partner  or other  direct or  indirect  participant)  engage in any
Competitive  Business.  "Competitive  Business"  shall  mean  the  provision  of
contract food  services.  For the nine (9) month period  following the Effective
Date,  you shall also not  interfere  with,  disrupt  or attempt to disrupt  the
relationship,  contractual  or  otherwise,  between  the  Company and any of its
subsidiaries and any account,  customer,  supplier or employee of the Company or
any of its subsidiaries.

                  4. During the nine (9) month period  following  the  Effective
Date,  except  with the prior  written  consent  of the  Company,  you will not,
directly or indirectly,  employ, solicit for employment,  or advise or recommend
to any other  person  that they  employ or solicit  for  employment,  any person
employed at the time by the Company or any of its subsidiaries.

                  5. You shall be entitled to terminate the Consulting  Services
at any time upon 14 days'  written  notice to the  Company.  Effective as of the
date of such  termination,  you shall no longer be obligated  under  Section B.3
hereof,  but shall continue to receive payments from the Company  throughout the
balance of the Consulting Term as well as the Severance Period.

6.  You  hereby  release  and  discharge  forever  the  Company,  and all of its
predecessors,   successors,   and  assigns,  all  of  the  Company's  divisions,
subsidiaries,  facilities,  parents,  related or affiliated entities, and all of
its current and former officers, directors,  shareholders,  employees, insureds,
agents,  and counsel,  including,  without  limitation,  any and all current and
former  management  and  supervisory  employees  (collectively,   the  "Released
Parties") of and from all actions, causes of action, claims, demands, costs, and
expenses  for  damages,  known or unknown,  which you had or now has or may have
against the Company or any of the other  Released  Parties,  arising at any time
prior to the date of this release and waiver. This release includes,  but is not
limited  to,  (a) any  claim of  discrimination  or  retaliation  on any  basis,
including, without limitation, age, sex, race, color, national origin, religion,
handicap or disability, pension qualification, marital status, sexual preference
or orientation,  political affiliation, or appearance, under any federal, state,
city or local statute,  ordinance,  order, or law,  including but not limited to
Title VII of the Civil  Rights Act of 1964,  the Civil  Rights Act of 1866,  the
Civil  Rights  Act of  1991,  the  Americans  With  Disabilities  Act,  the  Age
Discrimination  in Employment Act, the Older Worker's Benefit  Protection Act of
1990, the Equal Pay Act, the Pregnancy  Discrimination Act of 1978, the Employee
Retirement  Income  Security Act of 1974,  the Worker  Adjustment and Retraining
Notification Act, as all may have been from time-to-time  amended; (b) any claim
related to your  resignation from your employment as Executive Vice President of
the Company or any  subsidiary of the Company  and/or any refusal by the Company
to reemploy  you, and any other claim by you against the Released  Parties under
any federal, state, or local statute, law, or ordinance; and (d) any claim under
any  contract,  tort, or any other state,  local or federal  statutory or common
law,  including but not limited to any claim that the Released Parties,  jointly
or severally, breached any contract or promises, express or implied, or any term
or  condition  of your  employment,  and any claim for  promissory  estoppel  or
wrongful  or  constructive  discharge  arising out of your  employment  with the
Company  or any of the  Released  Parties  and/or  your  resignation  from  such
employment.  This  Agreement  is intended  to cover all  possible  legal  and/or
equitable relief, including, without limitation,  reinstatement, future right to
reemployment,  wages, backpay,  frontpay,  benefits,  perquisites,  compensatory
damages, punitive damages for loss of consortium,  and attorneys' fees. However,
this  release and waiver shall not apply to claims by you against the Company or
the Released  Parties to enforce the terms of this Agreement.  Further,  you are
not  giving up your right to file for  unemployment  insurance  benefits  at the
appropriate  time if you so choose,  and your  signing of this  release will not
affect your rights, if any, to coverage by worker's compensation insurance.

                  7.  You  will  have  twenty-one  (21)  days  from the date you
receive this Agreement  (including the release contained herein) to consider and
sign.  If you do not sign and return this  Agreement  within such 21 day period,
the Company  will  consider  your action a refusal to sign,  and you will not be
entitled to the consideration  described above. If you do sign this document, it
will not be effective for a period of seven days  thereafter,  during which time
you can change your mind and revoke your  signature.  To revoke your  signature,
you must notify the Company in writing  within seven days of the date you signed
it. In the event you  revoke  your  signature  you will not be  entitled  to the
consideration described above.

                  8. This Agreement  shall be binding on, and for the benefit of
your heirs,  the  successors  and assigns of the parties  hereto.  The  benefits
payable hereunder shall survive your death or disability.

                  9.  Unless   disclosure  is  required  by  applicable  law  or
regulation,  you  and  the  Company  will  keep  the  terms  of  this  Agreement
confidential.  Neither  party will take any action that is intended to, or would
reasonably  be expected  to, harm either you or the  Released  Parties or impair
their reputations or lead to unwarranted or unfavorably  publicity regarding you
or the Released Parties.

                  10. If any provision of this Agreement is declared  invalid or
unenforceable,  the remaining  portions of the  Agreement  shall not be affected
thereby and shall be enforced.
                  11. This Agreement  shall be governed by the laws of the State
of Connecticut without regard to conflict of laws principles.

                  12. The Company agrees to pay reasonable  legal fees you incur
in connection  with the  negotiation  and  execution of this  Agreement of up to
$4,000.00.

                  13. You shall receive the benefits set forth in Paragraphs A1,
A2 and B5  whether or not you are  employed  by any other  corporation  or other
entity.

                  14.  This will  confirm  that the  Company  will  continue  to
indemnify you to the fullest extent  permitted under Section 145 of the Delaware
General Corporation Law.



                  Please  acknowledge your understanding of and agreement to the
provisions of this Agreement by signing and dating the statement below.

Very truly yours,





Ellen Keats
Senior Vice President
Fine Host Corporation





<PAGE>




MY SIGNATURE BELOW ACKNOWLEDGES THAT I HAVE READ THE ABOVE, UNDERSTAND WHAT I AM
SIGNING AND AM ACTING OF MY OWN FREE WILL. I UNDERSTAND THAT IF ANY PROVISION OF
THIS AGREEMENT IS FOUND TO BE INVALID OR  UNENFORCEABLE,  IT WILL NOT AFFECT THE
VALIDITY  OR  ENFORCEABILITY  OF ANY OTHER  PROVISION.  I  UNDERSTAND  THAT THIS
AGREEMENT  AND  ITS  TERMS   REPLACE  IN  ALL  RESPECTS  ANY  PRIOR   EMPLOYMENT
ARRANGEMENTS  I MAY HAVE HAD  WITH  THE  COMPANY.  I  FURTHER  AGREE  THAT  THIS
AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT.  THE COMPANY
HAS ADVISED ME TO CONSULT WITH AN ATTORNEY, AND I HAVE DONE SO, PRIOR TO SIGNING
THIS AGREEMENT.



SIGNATURE:                                              DATE: JANUARY_____, 1999
                     Randall K. Ziegler









<PAGE>



                                                                       EXHIBIT B

                                   Resignation



         I hereby resign as Executive  Vice  President of Fine Host  Corporation
and as director and officer of all its subsidiaries  effective as of January 15,
1999.






                                                              Randall K. Ziegler