Exhibit 10.28

                    NON-COMPETITION, NON-SOLICITATION
                        AND EMPLOYMENT AGREEMENT


     This NON-COMPETITION, NON-SOLICITATION AND EMPLOYMENT AGREEMENT is
made and entered into as of May 21, 2001 by and between Lindley Food
Service Corporation, a Connecticut corporation (the "Company") and James
Hairston (the "Employee").

     WHEREAS, Host America Corporation, a Colorado corporation and the
parent corporation of the Company ("Host") has purchased certain assets of
Contra-Pak Inc. and transferred such assets to the Company and Employee is
the former owner of Contra-Pak Inc.

     WHEREAS, the Company desires to employ the Employee, and the Employee
desires to accept such employment, on the terms and conditions set forth
herein.

     In partial consideration of the Asset Purchase Agreement between the
Host and Contra-Pak as well as the conditions and covenants contained
herein, the parties agree as follows.

     1.   DEFINITIONS. The following terms shall have the indicated
          meanings when used in this Agreement, unless the context requires
          otherwise:

          a.   "Effective Date" shall be immediately upon the execution of
               this Agreement by both parties.

          b.   "Benefit Plan" shall mean each vacation pay, sick pay,
               retirement, welfare, medical, dental, disability, life
               insurance or other employee benefit plan, program or
               arrangement.

          c.   "Cause" shall mean (i) the conviction of Employee of a
               felony, with the exception of any such conviction which may
               result from the charges against Employee in case no. F01-
               47488, currently pending in Dallas County, (ii) the
               admission by Employee of an act of fraud or embezzlement
               involving assets of the Company or its customers, suppliers
               or affiliates, (iii) the reasonable determination by the
               Company communicated by written notice to the Employee that
               there has been a material breach by the Employee of any of
               his material obligations under this Agreement which results
               in a material adverse effect on the Company or (iv) the
               rescission of the Asset Purchase Agreement by and between
               Contra-Pak and Host dated August 30, 2001, pursuant to
               Section 14 thereof; provided that if such conduct is of a
               nature subject to cure the Company will have given the
               Employee prior written notice of

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               such conduct and its intention to terminate his employment
               and afforded the Employee a reasonable opportunity to cure
               his conduct.

          d.   "Date of Termination" shall mean (A) if termination of
               employment occurs by reason of death, the date of Employees'
               death or (B) if termination of employment occurs for any
               other reason, the date on which a Notice of Termination is
               delivered to the other party.

          e.   "Notice of Termination" shall mean a written notice, which
               shall set forth in reasonable detail the facts, and
               circumstances that provided the basis for such termination.

     2.   EMPLOYMENT.  The Company hereby employs Employee, and Employee
          hereby accepts employment with the Company, on the terms and
          subject to the conditions set forth herein.

     The Company hereby agrees to employ and engage the services of the
Employee to act in the capacity of, Director of Sales and Operations
Director of Dallas.  Mr. Hairston primary responsibility will be to achieve
sales growth through shelf stable meals.  Until the time that a decision is
made upon the production location of meals, Mr. Hairston will also be
responsible for managing the Dallas production facility in an efficient
manner.  To aid in the administration functions Lindley Food Service will
assist in the general bookkeeping of the company.  As an Executive, the
Employee's duties and authorities will be consistent with such position and
Employee shall be subject to the direction and control of the President of
Lindley Food Service. Employee's authorization levels are attached to this
Agreement as Attachment A. The Employee agrees, during his employment, to
devote substantially his full business time to the business and affairs of
the Company (except for (a) services on Corporate, civic, or charitable
boards or committees, which do not significantly interfere with the
performance of his responsibilities hereunder, (b) such reasonable time as
shall be required for the investment of the Employee's assets, which do not
significantly interfere with the performance of his responsibilities
hereunder, and (c) periods of vacation, personal days and sick leave to
which he is entitled) and to use his best efforts to promote the interests
of the Company and to perform faithfully and efficiently the
responsibilities of an Executive.

     3.   TERM.  This Agreement and Employee's employment will continue for
          a term of three (3) years from the date of this Agreement, unless
          and until terminated by either party in accordance with the terms
          of this agreement.

     4.   TERMINATION OF SERVICE.

          a.   TERMINATION UPON DEATH.  Employee's employment hereunder
               shall terminate upon his death, in which event the Company
               shall pay to Employee's estate an amount equal to three
               months of salary plus commissions due until termination of
               Employment, amounts due under Benefit Plans and any other
               benefits through Date of Termination.

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          b.   TERMINATION UPON DISABILITY.  If, as a result of a complete
               mental or physical disability, Employee shall have been
               absent from his duties hereunder on a full-time basis for
               three (3) consecutive months, ("Disability") and, within 30
               days after the Company notifies Employee in writing that it
               intends to replace him, Employee shall not have returned to
               the performance of his duties on a full-time basis, the
               Company shall be entitled to terminate Employee's
               employment. In addition, Employee shall, upon his
               Disability, have the right to terminate his employment with
               the Company. If such employment is terminated (whether by
               the Company or by Employee as a result of Employee's
               Disability, the following shall apply:

          c.   The Company shall continue to pay Employee the Base Salary
               to which he would otherwise be entitled through the
               remainder of the calendar month during which such
               termination is effective.

          d.   TERMINATION FOR CAUSE.  The Company shall be entitled to
               terminate Employee's employment for Cause, in which event
               the Company shall continue to pay Employee the Base Salary
               and Commissions earned to which he would otherwise be
               entitled through the Date of Termination.

          e.   TERMINATION BY EMPLOYEE. Any termination of employee's
               employment by the Company shall be communicated by a Notice
               of Termination to the Employee.

     In the event of a termination of this agreement by Employee resulting
from a breach described in Section 4.d. above, the provisions of Section 9
of this Agreement shall also be terminated as the date of termination of
this Agreement.

          f.   NOTICE OF TERMINATION.  A Notice of Termination to the other
               Party shall communicate any termination of Employee's
               employment by the Company or Employee.

     5.   COMPENSATION AND OTHER BENEFITS.

          a.   BASE SALARY. During each Contract Year of the term hereof,
               the Company will pay to the Employee for services rendered
               by him to the Company compensation at a rate of $90,000.00
               per year (the "Base Salary") to be paid weekly.  If the
               sales of shelf stable meals fall below $800,000.00 or the
               Net Income Before Taxes fall below ten (10) per cent, the
               company will have the right to re-negotiate the salary.  So
               long as the Employee remains employed by the Company, the
               compensation rate shall be increased annually by five (5)
               percent.

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          b.   COMMISSIONS:  The company shall provide an incentive to the
               Employee to be compensated for achieving new sales growth.
                Once sales reach a minimum of $1,000,000 and up to and
               including $1,499,999.00, the Employee will receive 30% of
               the profits.  Once sales reach $1,500,000.00 and up to and
               including $1,999,999.00, the Employee will receive 25% of
               the profits.  Once sales reach a minimum of $2,000,000.00
               and above the Employee will receive 20% of the profits.  See
               the attached Exhibit B.

          c.   EXPENSES. The Company shall continue to provide Employee
               with a corporate credit card to be utilized by the Employee
               for business expenses incurred by him in the performance of
               his duties hereunder. Employee shall be entitled to keep and
               utilize all membership rewards awarded in connection with
               Employee's use of the corporate credit card. Further,
               Employee shall be entitled to receive prompt reimbursement
               for all documented business expenses incurred by him in the
               performance of his duties hereunder, provided that Employee
               properly accounts therefore in accordance with the Company's
               reimbursement policy; provided, however, that the amounts
               available for such travel or other expenses may be fixed in
               advance by the Company.

          d.   BENEFIT PLANS. Employee shall be entitled to participate in
               and receive benefits under all of the Company's Benefit
               Plans or programs generally available to senior management
               of the Company, including, any 401 K Plan, retirement,
               disability insurance plans and all other plans or programs.
               Nothing paid to Employee under any Benefit Plan presently in
               effect or made available in the future shall be deemed to be
               in lieu of compensation payable to Employee hereunder. The
               Company shall pay the full premium applicable to any such
               benefits for the Employee and his dependents.

               (i)  VACATIONS. During the term hereof, Employee shall be
                    entitled to up to five (5) days of sick leave, up to
                    five (5) paid personal days and up to three (3) weeks
                    paid vacation during each Contract Year as Employee
                    deems reasonable. Any vacation time that is not taken
                    in a given Contract Year shall be carried forward to
                    the following Contract Year or Contract Years, as the
                    case may be but in no event more than two (2) weeks, on
                    a cumulative basis.

     6.   COMPANY AUTOMOBILE. The Company will reimburse the Employee
          exactly $700.00 dollars per month for automobile expenses.

     7.   DEDUCTIONS. The Employee authorizes the Company to make such
          deductions and withholdings from his compensation as are required
          by law or as reasonable

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          directed by the Company for its Employees generally, which
          deduction will include, without limitation, deductions for
          federal and state income taxes and Social Security.

     8.   NON-DISCLOSURE OF CONFIDENTIAL, PROPRIETARY AND TRADE SECRET
          INFORMATION.

          a.   "Confidential, Proprietary and Trade Secret Information"
               shall mean any secret or information of a secret,
               proprietary, or confidential nature relating to the Company
               and/or any client which is known to the Employee as a result
               of his employment with the Company or originated by the
               Employee, including, without limitation, all methods,
               processes, products, techniques, know-how, marketing
               strategies and plans, data, financial statements and
               projections, business plans, inventions, improvements, or
               discoveries (whether or not patenable or copyrightable),
               price lists, forecasts, customer lists, customer files, and
               customer requirements, unless such information is in the
               public domain to such an extent as to be readily available
               to competitors.

          b.   The Employee acknowledges that the Confidential, Proprietary
               and Trade Secret Information constitutes a valuable and
               unique asset of the Company with independent economic value.
               The Employee agrees that he will not, directly or
               indirectly, use, communicate, disclose, disseminate, or put
               in the public domain, any Confidential, Proprietary and
               Trade Secret Information or any other information of a
               secret, proprietary, confidential, or generally undisclosed
               nature relating to the business of the Company. The Employee
               hereby assigns any rights he may otherwise possess in any
               Confidential, Proprietary and Trade Secret Information to
               the Company.

          c.   This section shall survive the termination of the Employee's
               employment.

          d.   Nothing in this Agreement is intended to limit the Company's
               rights under an applicable trade secrets statute.

          e.   Employee understands that a violation of this Agreement may
               result in disciplinary action, including possible
               termination, and/or legal action.

     9.   NON-SOLICITATION AND COVENANT NOT TO COMPETE.  In consideration
          of the Employee's employment by the Company as an Executive and
          because the Employee shall have access to Confidential,
          Proprietary and Trade Secret Information, the Employee hereby
          covenants as follows:

     For a period of four (4) years from the Effective Date or one (1) year
from the termination of Employee's employment, whichever is longer, the
Employee agrees that, within the territory defined below, he shall not
directly or indirectly, personally, by agency, as an

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employee, through a corporation, partnership, limited liability company, or
by any other artifice or device, provide or attempt:

          a.   to provide any services in the food service industry (other
               than in connection with a restaurant, private catering
               business, fast food business or a company providing produce,
               seafood or beverages).

          b.   to provide any services in the food service industry (other
               than in connection with a restaurant, private catering
               business, fast food business or a company providing produce,
               seafood or beverages) to any of the Company's clients to
               which, within one year prior to the termination of this
               Agreement, the Employee has provided services in any
               capacity on behalf of the Company, or the Employee has been
               introduced or about which the Employee has received
               information through the Company or through any Client for
               which the Employee has performed services in any capacity on
               behalf of the Company.

          c.   to retain or attempt to retain for himself or any other
               party, the services of any person, including any of the
               Company's employees or consultants, who have provided
               services to or on behalf of the Company within one year
               prior to the termination of the Employee's employment, and
               to whom the Employee has been introduced or about whom the
               Employee has received information through the Company or
               through any Client for which the Employee has performed
               services in any capacity on behalf of the Company.

          d.   to utilize Confidential, Proprietary or Trade Secret
               Information to solicit any suppliers or customers of the
               Company or in any way induce them not to continue in their
               relationship with the Company. Furthermore, Employee
               covenants and agrees not to disrupt, damage, impair or
               interfere with the business or operations of the Company,
               including by way of disrupting its relationships with
               customers, agents, representatives, vendors, or otherwise.

     The term "territory" means the geographic area within a one hundred
(100) mile radius of a facility or location of the Company's operations and
any account that the Company/Contra-Pak provided services or solicited.

     The Employee acknowledges that irreparable harm to the Company will
result from the breach of the Covenant Not to Compete. Notwithstanding
anything to the contrary herein contained, in the event of a material
breach by the Company of its obligations under this Agreement, which breach
is continuing and remains uncured for a period of ninety (90) days and so
long as the Employee is not in material breach of his obligations under
this Agreement, then the provisions of this section 9 shall be
unenforceable.

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     10.  RIGHTS AND BENEFITS PERSONAL. Except as herein otherwise
          specifically provided, the rights and benefits of the Employee
          under this Agreement are personal to him and no such rights or
          benefits will be subject to voluntary or involuntary alienation,
          assignment, or transfer.

     11.  NON-ALIENATION. The Employee shall not have any right to pledge,
          hypothecate, anticipate, or in any way create a lien or security
          interest upon any amounts provided under this Agreement; and no
          benefits payable hereunder shall be assignable in anticipation of
          payment either by voluntary or involuntary acts, or by operation
          of law, except by will or the laws of descent and distribution.

     12.  ATTORNEYS' FEES. Employee acknowledges that his breach of any of
          the provisions of this Agreement could result in irreparable and
          unreasonable harm to the Company and that injunctive relief, as
          well as damages, would be appropriate for a breach of any of such
          provisions. If any action or proceeding is brought because of an
          alleged dispute or default in connection with this Agreement, the
          prevailing party shall be entitled to recover reasonable
          attorneys' fees and costs in connection with such action or
          proceeding in addition to all other recovery or relief.

     13.  SEVERABILITY.  Whenever there is any conflict between any
          provision of this Agreement and any statute, law, regulation, or
          judicial precedent, the latter will prevail, but in each such
          event, the provisions of this Agreement thus affected will be
          curtailed and limited only to the extent necessary to bring them
          within the requirement of law.  If any part, section, paragraph,
          or clause of this Agreement will be held by a court of proper
          jurisdiction to be indefinite, invalid, or otherwise
          unenforceable, the entire Agreement will not fail on account
          thereof, but the balance of this Agreement will continue in full
          force and effect unless such construction would be clearly
          contrary to the intention of the parties or would be
          unconscionable.

     14.  ENTIRE AGREEMENT; MODIFICATION; WAIVER.  This Agreement together
          constitutes the entire Agreement between the parties pertaining
          to the subject matter contained in it and supersedes all prior
          and contemporaneous agreements, representations, and
          understandings of the parties.  No supplement, modification, or
          amendment of this Agreement will be binding unless executed in
          writing by both parties. No waiver of any of the provisions of
          this Agreement will be deemed to or will constitute a waiver of
          any other provisions, whether or

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          not similar, nor will any waiver constitute a continuing waiver.
          No waiver will be binding unless executed in writing by the party
          making the waiver.

     15.  NOTICES. Any notices, requests, demands and other communications
          provided for by this Agreement shall be sufficient if in writing
          and if sent by registered or certified mail to the Employee at
          the last address he has filed in writing with the Company or, in
          the case of the Company, Attention: President, at its principal
          business offices.

     16.  SUCCESSOR TO THE COMPANY.  Except as may be otherwise provided
          herein, this Agreement shall be binding upon and inure to the
          benefit of the Company and any successor of the Company.

     17.  JURISDICTION AND VENUE. The parties acknowledge that the
          execution of, and substantial performance under, this Agreement
          has occurred or will occur in the State of Connecticut. Without
          limiting the right of the parties to pursue their rights and
          remedies under this Agreement (or under any judgment obtained in
          respect thereof) in any appropriate jurisdiction, the parties
          hereby irrevocably consent to the jurisdiction and venue of the
          courts of the State of Connecticut or any United States court of
          competent jurisdiction situated therein, to adjudicate any legal
          action commenced by a party and waive any objections they may at
          any time have to such jurisdiction and venue.

     18.  GOVERNING LAW. The provisions for this Agreement for all purposes
          will be construed in accordance with the laws of the State of
          Connecticut.




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     IN WITNESS WHEREOF, the following Agreement was executed as of the
date and year first above written.

                              LINDLEY FOOD SERVICE CORPORATION, a
                              Connecticut Corporation


                              By:   ____________________________
                                   ______________, President

                              EMPLOYEE:


                              __________________________________
                              James Hairston









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                                EXHIBIT A
                                ---------

                          Employee's Authority
                          --------------------


     Pursuant to the terms and conditions of the Employment Agreement to
which this Exhibit A is attached, Employee is hired to solicit shelf stable
meals and any other food service sales as directed by the Company.  The
Employee will have the authority to incur expenses and make commitments
within the guidance set forth below. The following actions require the
consent of the Company.

     1.   Incurring a single general operating expenses above $5,000 (Food
          purchase above $35,000).

     2.   Hiring or terminating employees with total annual compensation
          greater than $40,000.

     3.   Annual base salary increases for employees of 10% or greater and
          all bonus payments (subject to any bonus plans in existence or,
          in the future) for employees in excess of $10,000 per annum in
          the aggregate.

     4.   Hiring and compensation changes with related party employees.

     5.   Any capital expenditures.

     6.   New leases or modifications to existing leases where the
          aggregate lease commitment are above $10,000 including van/truck
          leases.

     7.   Engagement of any marketing, management or other business
          consultant.

     8.   Execution of consumer contracts where the expected total revenue
          is in excess of $10,000.

All expense reports are to be submitted in accordance with the Company's
policies as in place from time to time.



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