FINE HOST CORPORATION
                             3 Greenwich Office Park
                          Greenwich, Connecticut 06831


                                                              September 15, 1998

Ms. Catherine B. James
2 Oakwood Lane
Greenwich, CT  06830

Re:      Separation Agreement

Dear Cathy:

     This letter shall  constitute  the Separation  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.10 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 September  30, 1998 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. The Company  agrees to pay you  severance  in the amount of  $270,000.00
(the "Severance") on the Effective Date.

     2. During the twelve (12) month period  following the  Effective  Date (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 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.

     3. The Company  shall  continue  to  indemnify  you to the  fullest  extent
permitted under Section 145 of the Delaware General Corporation Law (the "DGCL")
and shall advance  expenses to you in  accordance  with  subsection  (e) thereof
subject to Section B.3 hereof.

     4. Upon the Effective  Date, the Company shall execute and deliver to you a
letter of  recommendation  substantially  in the form of  Exhibit  A hereto.  In
addition, the Company shall issue a press release regarding, among other things,
your resignation at such time and in such form as the parties may agree.

     5. The Company hereby releases and discharges you, your heirs,  successors,
assigns,  agents, and counsel (collectively,  the "James 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 James  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.  The Company also agrees to indemnify  and hold  harmless you and the
James Releasees  against any and all claims brought by or against a third party,
including  without  limitation  any  damages  awarded and any  attorneys'  fees,
litigation expenses, and costs incurred, in which you or the James Releasees are
a party, a witness,  or a potential  witness because of your employment with the
Company in any  capacity,  or because of  James's  service as  Director,  all in
accordance with Section 145 of the Delaware General Corporation Law (the "DGCL")
subject to Section B.3 below.

     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 and Chief Financial  Officer and a director of the Company and as
an officer and/or director of any subsidiaries of the Company,  substantially in
the form of Exhibit B 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.  This  obligation of  confidentiality
shall survive the  termination of this  Agreement.  Upon the Effective Date, 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.

     3.  You  agree  to repay  the  Severance  Payment  made to you  under  this
Agreement and that the Company's  obligations  under this  Agreement,  including
without  limitation  the provision of benefits,  shall  immediately  cease if it
shall  ultimately be determined  that you are not entitled to be  indemnified by
the Company as authorized in Section 145 of the DGCL. In addition,  you agree to
repay any amounts  advanced to you or on your behalf  pursuant to Section A.5 or
pursuant to the Company's  Restated  Certificate  Incorporation  or Bylaws if it
shall  ultimately be determined  that you are not entitled to be  indemnified by
the Company in accordance with Section 145 of the DGCL.

     4. 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 and
Chief Financial Officer, or your resignation as Director,  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.

     5. 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.

     6. This  Agreement  shall be binding on the  successors  and assigns of the
parties hereto.

     7. 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.

     8. 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.

     9. This  Agreement  shall be  governed by the laws of the State of New York
without regard to conflict of laws principles.





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

Very truly yours,




/s/ Gerald P. Buccino                                 
--------------------- 
Gerald P. Buccino
President and Chief Executive Officer
Fine Host Corporation




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 NEW YORK. THE COMPANY HAS
ADVISED ME TO CONSULT  WITH AN  ATTORNEY,  AND I HAVE DONE SO,  PRIOR TO SIGNING
THIS AGREEMENT.



SIGNATURE:   /s/ Catherine B. James                  DATE: September 15, 1998
             ----------------------
             CATHERINE B. JAMES





                                    EXHIBIT B

                                   Resignation



     I hereby resign as (i) a director of Fine Host Corporation (the "Company"),
(ii) a member of any  committee  of the Board of  Directors  of the  Company and
(iii) an officer or director of the Company and any  subsidiary  of the Company,
in each case effective September 30 , 1998.





                                                      ------------------
                                                      Catherine B. James