Exhibit 4.4

         AGREEMENT  OF  RESIGNATION,  APPOINTMENT  AND  ACCEPTANCE,  dated as of
January 1, 1998 by and among Fine Host Corporation, a corporation duly organized
and existing  under the laws of the State of Delaware  and having its  principal
office at 3 Greenwich Office Park, Greenwich, CT 06831 (the "Company"), The Bank
of New York, a banking corporation duly organized and existing under the laws of
the State of New York and having its  principal  corporate  trust  office at 101
Barclay Street, New York, NY 10286 (the "Resigning  Trustee") and Marine Midland
Bank, a banking  corporation  duly  organized and existing under the laws of the
State of New  York and  having  its  principal  corporate  trust  office  at 140
Broadway, New York, NY 10005-1180 (the "Successor Trustee").

                                    RECITALS:

         WHEREAS,  there  was  originally  authorized  and  issued  $175,000,000
aggregate  principal amount of the Company's 5% Convertible  Subordinated  Notes
due 2004 under an  Indenture  dated as of October  27,  1997 by and  between the
Company and the  Resigning  Trustee (said Notes are  hereinafter  referred to as
"Securities" and said Indenture is hereinafter referred to as the "Indenture");
         WHEREAS,  Section 7.8 of the Indenture provides that the Trustee may at
any time resign by giving  written  notice of such  resignation  to the Company,
effective  upon the  acceptance by a successor  Trustee of its  appointment as a
successor Trustee;
         WHEREAS,  Section 7.8 of the  Indenture  provides  that, if the Trustee
shall resign, the Company shall promptly appoint a successor Trustee;
         WHEREAS,  Section  7.8 of the  Indenture  provides  that any  successor
Trustee  appointed in accord ance with the Indenture shall execute,  acknowledge
and  deliver  to the  Company  and  to its  predecessor  Trustee  an  instrument
accepting such appointment under the Indenture, and thereupon the resignation of
the  predecessor  Trustee  shall become  effective and such  successor  Trustee,
without  any further  act,  deed or  conveyance,  shall  become  vested with all
rights, powers, duties and obligations of the predecessor Trustee;
         WHEREAS, the Resigning Trustee was appointed Registrar and Paying Agent
by the  Company;
         WHEREAS,  the Company  desires to appoint Successor Trustee as Trustee,
Registrar and Paying Agent to succeed Resigning Trustee under the Indenture; and
         WHEREAS,  Successor  Trustee is willing to accept such  appointment  as
successor Trustee, Registrar and Paying Agent under the Indenture;
         NOW, THEREFORE,  the Company,  Resigning Trustee and Successor Trustee,
for  and in  consideration  of the  premises  and of  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
hereby consent and agree as follows:

                                   ARTICLE ONE
                              THE RESIGNING TRUSTEE
         SECTION I. Pursuant to Section 7.8 of the Indenture,  Resigning Trustee
hereby  notifies  the Company  that  Resigning  Trustee is hereby  resigning  as
Trustee, Registrar and Paying Agent under the Indenture.
         SECTION II.  Resigning  Trustee  hereby  represents  and  warrants  to 
Successor Trustee that:
         (a)      No covenant or condition  contained in the Indenture  has been
                  waived by Resigning Trustee or, to
                  the  best of the  knowledge  of the  Responsible  Officers  of
                  Resigning  Trustee's  Corporate Trust Group, by the Holders of
                  the percentage in aggregate principal amount of the Securities
                  required by the Indenture to effect any such waiver.
         (b)      There is no action, suit or proceeding pending or, to the best
                  of the  knowledge  of the  Responsible  Officers  assigned  to
                  Resigning Trustee's Corporate Trust Group,  threatened against
                  Resigning   Trustee  before  any  court  or  any  governmental
                  authority  arising out of any action or omission by  Resigning
                  Trustee as Trustee under the Indenture.
         (c)      As of the effective date of this Agreement, Resigning  Trustee
                  will hold no property under the Indenture.
         (d)      Pursuant to Section 2.2 of the  Indenture,  Resigning  Trustee
                  duly  authenticated  and  delivered,   on  October  27,  1997,
                  $175,000,000 aggregate principal amount of Securities,  all of
                  which are outstanding as of the effective date hereof.
         (e)      Each  person  who so  authenticated  the  Securities  was duly
                  elected,  qualified  and  acting as an  officer  of  Resigning
                  Trustee and empowered to  authenticate  the  Securities at the
                  respective times of such  authentication  and the signature of
                  such person or persons  appearing on such  Securities  is each
                  such person's genuine signature.
         (f)      This  Agreement  has  been  duly   authorized,   executed  and
                  delivered on behalf of Resigning  Trustee and  constitutes its
                  legal, valid and binding obligation.
         (g)      To the best of the  knowledge of the  responsible  Officers of
                  the Resigning  Trustee's  Corporate  Trust Group, no event has
                  occurred and is continuing  which is, or after notice or lapse
                  of time would become, an Event of Default under Section 6.1 of
                  the Indenture.
         SECTION III. Resigning Trustee hereby assigns, transfers,  delivers and
confirms to Successor Trustee all right, title and interest of Resigning Trustee
in and to the trust under the Indenture and all the rights, powers and trusts of
the Trustee  under the  Indenture.  Resigning  Trustee shall execute and deliver
such further instruments and shall do such other things as Successor Trustee may
reasonably  require  so as to more  fully  and  certainly  vest and  confirm  in
Successor   Trustee  all  the  rights,   trusts  and  powers  hereby   assigned,
transferred,  delivered  and confirmed to Successor  Trustee as Trustee,  Paying
Agent and Registrar.
         SECTION IV. Resigning Trustee shall deliver to Successor Trustee, as of
or immediately  after the effective date hereof,  all of the documents listed on
Exhibit A hereto.


                                   ARTICLE TWO
                                   THE COMPANY

         SECTION V. The Company  hereby  accepts the  resignation  of  Resigning
Trustee as Trustee, Registrar and Paying Agent under the Indenture.
         SECTION VI.  [Reserved]
         SECTION VII. The Company hereby appoints  Successor Trustee as Trustee,
Registrar  and Paying Agent under the  Indenture to succeed to, and hereby vests
Successor  Trustee  with,  all the rights,  powers,  duties and  obligations  of
Resigning Trustee under the Indenture with like effect as if originally named as
Trustee in the Indenture.
         SECTION VIII. Promptly after the effective date of this Agreement,  the
Successor  Trustee shall cause a notice,  substantially in the form of Exhibit B
annexed  hereto,  to be sent to each Holder of the Securities in accordance with
the provisions of Section 7.8 of the Indenture.
         SECTION IX. The Company  hereby  represents  and  warrants to Resigning
Trustee and Successor Trustee that:

         (a)      The Company is a corporation duly and  validly  organized  and
                  existing pursuant to the laws of the State of Delaware.
         (b)      This  Agreement  has  been  duly   authorized,   executed  and
                  delivered  on behalf of  Company  and  constitutes  its legal,
                  valid and binding obligation.
         (c)      All conditions precedent relating to the appointment of Marine
                  Midland Bank as successor  Trustee  under the  Indenture  have
                  been complied with by the Company.


<PAGE>


                                  ARTICLE THREE
                              THE SUCCESSOR TRUSTEE

         SECTION  X.  Successor   Trustee  hereby  represents  and  warrants  to
Resigning Trustee and to the Company that:
         (a)      Successor Trustee is not disqualified under the provisions of 
                  Section 7.10 and is eligible under the provisions of Section 
                  7.10 of the Indenture to act as Trustee under the Indenture.
         (b)      This Agreement has been duly authorized,executed and delivered
                  on behalf of Successor Trustee and constitutes its legal,valid
                  and binding obligation.
         SECTION  XI.  Successor  Trustee  hereby  accepts  its  appointment  as
successor  Trustee,  Registrar  and Paying Agent under the Indenture and accepts
the rights, powers, duties and obligations of Resigning Trustee as Trustee under
the Indenture, upon the terms and conditions set forth therein, with like effect
as if originally named as Trustee under the Indenture.
         SECTION XII. References in the Indenture to "Corporate Trust Office" or
other similar  terms shall be deemed to refer to the  Corporate  Trust Office of
Successor  Trustee at 140 Broadway,  New York, NY 10005-1180 or any other office
of Successor  Trustee at which,  at any  particular  time,  its corporate  trust
business shall be administered.


<PAGE>


                                  ARTICLE FOUR
                                  MISCELLANEOUS
         SECTION XIII. Except as otherwise  expressly  provided herein or unless
the context otherwise  requires,  all terms used herein which are defined in the
Indenture shall have the meaning assigned to them in the Indenture.
         SECTION  XIV.  This  Agreement  and the  resignation,  appointment  and
acceptance  effected  hereby shall be effective as of the opening of business on
January , 1998.
         SECTION XV. Resigning Trustee hereby acknowledges  payment or provision
for payment in full by the Company of compensation for all services  rendered by
Resigning  Trustee under Section 7.7 of the Indenture and  reimbursement in full
by the Company of the expenses,  disbursements  and advances incurred or made by
Resigning Trustee in accordance with the provisions of the Indenture.  Resigning
Trustee acknowledges that it relinquishes any lien it may have upon all property
or funds held or  collected  by it to secure any  amounts due it pursuant to the
provisions  of  Section  7.7 of the  Indenture.  The  Company  acknowledges  its
obligation  set forth in Section 7.7 of the  Indenture  to  indemnify  Resigning
Trustee for, and to hold Resigning Trustee harmless against, any loss, liability
and  expense  incurred  without  negligence  or bad  faith  on the  part  of the
Resigning  Trustee and arising out of or in  connection  with the  acceptance or
administration  of the trust evidenced by the Indenture (which  obligation shall
survive the execution hereof).
         SECTION  XVI.  This  Agreement  shall be governed by and  construed  in
accordance with the laws of the State of New York.
         SECTION  XVII.  This  Agreement  may  be  executed  in  any  number  of
counterparts  each of which shall be an original,  but such  counterparts  shall
together constitute but one and the same instrument.

         SECTION XVIII.  The Company,  Resigning  Trustee and Successor  Trustee
hereby acknowledge receipt of an executed  counterpart of this Agreement and the
effectiveness thereof.


<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereby have caused this Agreement of
Resignation,  Appointment  and Acceptance to be duly executed and as of the date
first written above.


                                                      Fine Host Corporation

                                        By:________________________
                                        Name:
                                        Title:



                                        The Bank of New York
                                        Resigning Trustee

                                        By:___________________________
                                        Name:
                                        Title:


                                        Marine Midland Bank
                                        Successor Trustee

                                        By:________________________
                                        Name:
                                        Title:






<PAGE>



                                    EXHIBIT A




                 Documents to be delivered to Successor Trustee

1.       Executed copy of Indenture dated as of October 27, 1997


2.       File of Closing Documents

3.       Copies of the most recent of each of the  SEC reports delivered by the 
Company pursuant to Section  4.7 of the Indenture, if any.

4.       A copy of the most recent Compliance  Certificate delivered pursuant to
Section 4.6 of   the Indenture, if any.

5.       Copies of any official notices sent  by the  Trustee to all the Holders
of the  Notes  pursuant to the  terms of the  Indenture during the  past twelve 
months and a copy of the most recent Trustee's Annual Report to Holders, if any.



<PAGE>


                                    EXHIBIT B

                                [MMB LETTERHEAD]

                                     NOTICE

To the Holders of
Fine Host Corporation
5% Convertible Subordinated Notes due 2004


NOTICE IS HEREBY  GIVEN,  pursuant to Section 7.8 of the  Indenture  dated as of
October 27, 1997 by and between Fine Host  Corporation  (the  "Company") and The
Bank of New York, as Trustee,  that The Bank of New York has resigned as Trustee
under the Indenture.

Pursuant to Section 7.8 of the  Indenture,  Marine  Midland  Bank, a corporation
duly  organized  and  existing  under  the laws of the  State of New  York,  has
accepted  appointment  as  Trustee  under  the  Indenture.  The  address  of the
Corporate  Trust Office of Marine  Midland Bank is 140  Broadway,  New York,  NY
10005-1180.

The Bank of New York  resignation as Trustee and Marine Midland Bank appointment
as successor  Trustee were  effective as of the opening of business on January ,
1998.



Dated:  New York, New York

          January   ___, 1998


                                                    Very truly yours,


                                                    Marine Midland Bank


                                                    By:______________________
                                                       Name:
                                                       Title: