SECOND AMENDMENT TO
                   FOURTH AMENDED AND RESTATED LOAN AGREEMENT

         This SECOND  AMENDMENT TO FOURTH  AMENDED AND RESTATED  LOAN  AGREEMENT
(this "Second  Amendment")  is executed and effective  (subject to the condition
set forth in Section 7.6 below) on October 21, 1997,  by and among (a) FINE HOST
CORPORATION,  a  Delaware  corporation,  for  itself and as agent for all of the
Borrowers (as defined below)(hereinafter  referred to as "Fine Host" when acting
for  itself  and as the  "Borrower  Agent"  when  acting as agent for all of the
Borrowers  (including  Fine  Host)),  (b) all of the  Subsidiaries  of Fine Host
(other than the New Subsidiaries (as defined below))(said Subsidiaries, together
with Fine Host and any and all other  Subsidiaries  which may  hereafter  become
parties to the Loan  Agreement  (as  defined  below) are  hereinafter  sometimes
referred to  collectively  as the  "Borrowers" and each singly as a "Borrower"),
(c) VARIOUS BANKS AND OTHER FINANCIAL INSTITUTIONS which are parties to the Loan
Agreement  (hereinafter  referred to collectively as the "Banks" and each singly
as  a  "Bank"),   (d)   BANKBOSTON,   N.A.,  a  national   banking   association
("BankBoston"),  as  administrative  agent for the Banks (in such capacity,  the
"Administrative   Agent"),  and  (e)  USTRUST,  a  Massachusetts  trust  company
("USTrust"),  as  documentation  agent  for the  Banks  (in such  capacity,  the
"Documentation  Agent")(the Administrative Agent and the Documentation Agent are
hereinafter sometimes referred to collectively as the "Agents").

         All  capitalized  terms not defined  herein but defined in that certain
Fourth  Amended and Restated Loan  Agreement,  dated as of July 30, 1997, by and
among Fine Host, all of the Subsidiaries,  the Banks, and the Agents, as amended
by a certain First Amendment to Loan Agreement,  dated as of August 14, 1997, by
and among Fine Host, all of the  Subsidiaries,  the Banks,  and the Agents (said
Fourth  Amended and  Restated  Loan  Agreement,  as so amended,  is  hereinafter
referred to as the "Loan Agreement") shall have the meanings given to such terms
in the Loan Agreement.

                             PRELIMINARY STATEMENTS

         WHEREAS,  Fine  Host  intends  to offer and sell  certain  Subordinated
Convertible  Notes  due 2004,  in the  aggregate  principal  amount of up to Two
Hundred   Million  and  00/100   Dollars   ($200,000,000.00)(the   "Subordinated
Convertible  Notes"), and to use a portion of the Net Proceeds therefrom to pay,
on the Offering Completion Date, all of the outstanding Liabilities, all as more
particularly described below; and

         WHEREAS,  the Borrowers request that the Banks and the Agents amend the
Loan Agreement to permit Fine Host to issue the Subordinated  Convertible Notes;
and

         WHEREAS,  subject to the terms and  conditions  contained  herein,  the
Banks and the Agents are willing to so amend the Loan Agreement;


         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficient  of which  are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.       Amendments To Loan Agreement.

                  1.1 Amendment to Subsection 1.1. The following definitions are
                  inserted  in  subsection  1.1 of  the  Loan  Agreement  in the
                  appropriate alphabetical order:

                           "'Consolidated  Senior  Debt'  means  at any  date of
                  determination,  the sum of all of the outstanding  Liabilities
                  plus  any  other  outstanding   Indebtedness  that  is  Senior
                  Indebtedness  (as such term is defined in the Indenture),  all
                  as  determined  as of such  date on a  consolidated  basis  in
                  accordance with GAAP.

                           'Subordinated   Convertible   Notes'  means   certain
                  Subordinated  Convertible Notes due 2004, of Fine Host, in the
                  aggregate  principal  amount  of not  more  than  Two  Hundred
                  Million and 00/100 Dollars ($200,000,000.00)."

                           'Indenture'   means  that  certain  Indenture  to  be
                  entered  into  between  Fine  Host and The Bank of New York as
                  trustee,  providing  for  the  issuance  of  the  Subordinated
                  Convertible  Notes on substantially  the terms set forth under
                  the  caption   "Description   of  Notes"   contained   in  the
                  Preliminary  Offering  Memorandum,  dated  October 10, 1997 of
                  Fine  Host  relating  thereto,  a copy  of  which  Preliminary
                  Offering  Memorandum  (the  'Offering  Memorandum')  has  been
                  delivered to each of the Banks and the  Administrative  Agent,
                  as such  Indenture  may be  amended,  modified,  supplemented,
                  extended or restated,  from time to time, in  accordance  with
                  the provisions of subsection 7.14."

                  1.2 Amendment to Subsection  4.3(b). The following sentence is
                  inserted  at the end of clause  (b) of  subsection  4.3 of the
                  Loan Agreement:

                  "As used herein,  the term "combined  companies" means (i) all
                  of the Borrowers (including without limitation, any Subsidiary
                  which pursuant to the provisions of Subsection  6.12(b) below,
                  is  required  to become a  Subsidiary  Borrower)  and (ii) the
                  acquired business or target company, whichever is applicable."

                  1.3 Amendment to Subsection  7.1.  Subsection  7.1 of the Loan
                  Agreement is hereby amended as follows:

                  (a) Subsection  7.1(a) of the Loan Agreement is hereby amended
                  and restated as follows:

                                    "(a) Ratio of Consolidated  Debt to Adjusted
                           Consolidated  EBITDA.  Permit  for any period of four
                           consecutive  fiscal  quarters (to be tested as of the
                           last day of each fiscal quarter,  commencing with the
                           fiscal quarter ending December 31, 1997) the ratio of
                           their  Consolidated  Debt  for such  period  to their
                           Adjusted  Consolidated  EBITDA for such  period to be
                           more than:

                                            (i) 5.0 to 1.00 as of the  last  day
                                    of the fiscal  quarters  ending December 31,
                                    1997 and April 1, 1998  (provided,  however,
                                    that the failure of the  Borrowers to comply
                                    with such ratio during such period shall not
                                    constitute an Event of Default  hereunder so
                                    long as during each such  period,  (x) there
                                    are no Guidance Loans  outstanding,  and (y)
                                    such ratio is not more than 5.4 to 1.00);

                                            (ii)  4.5 to 1.00 as of the last day
                                    of each of the fiscal  quarters  ending July
                                    1, 1998 and September 30, 1998; and

                                            (iii) 4.0 to 1.00 as of the last day
                                    of the fiscal  quarter  ending  December 30,
                                    1998 and at the end of each  fiscal  quarter
                                    thereafter."

                  (b) The following new Subsection  7.1(e) and the following new
                  paragraph  are  inserted at the end of  subsection  7.1 of the
                  Loan Agreement:

                                    "(e) Ratio of  Consolidated  Senior  Debt to
                           Adjusted  Consolidated EBITDA.  Permit for any period
                           of four consecutive  fiscal quarters (to be tested as
                           of the last day of each  fiscal  quarter,  commencing
                           with the fiscal quarter ending December 31, 1997) the
                           ratio  of  their  Consolidated  Senior  Debt for such
                           period to their Adjusted Consolidated EBITDA for such
                           period to be more than:

                                            (i)  2.75 to 1.00 as of the last day
                                    of  each  of  the  fiscal   quarters  ending
                                    December 31, 1997 and April 1, 1998;

                                            (ii) 2.50 to 1.00 as of the last day
                                    of each of the fiscal  quarters  ending July
                                    1, 1998 and September 30, 1998; and

                                            (iii)  2.25 to  1.00 as of the  last
                                    day of the fiscal  quarter  ending  December
                                    30,  1998  and at the  end  of  each  fiscal
                                    quarter thereafter.

                           All financial ratios and covenants in this subsection
                  7.1 which  are  tested as of the last day or at the end of any
                  fiscal  quarter  shall be  applicable  at all times during the
                  relevant period."

                  1.4 Amendment to Subsection  7.3.  Subsection  7.3 of the Loan
                  Agreement is hereby amended as follows:

                           (a)  The  word  "and"  at the  end of  clause  (h) of
                  subsection 7.3 of the Loan Agreement is deleted.

                           (b) The period at the end of clause (i) of subsection
                  7.3 of the Loan  Agreement is deleted,  and replaced  with the
                  following:

                           "; and (j) the  Indebtedness  of Fine Host  under the
                  Subordinated Convertible Notes."

                           1.5 Amendment to Subsection 7.14.  Subsection 7.14 of
                  the Loan Agreement is hereby amended as follows:

                           (a)  The  words   "(including   but  not  limited  to
                  Subordinated  Debt)"  contained in subsection 7.14 of the Loan
                  Agreement are replaced with the following words:

                           "(including  without  limitation,   (a)  any  of  the
                           Indebtedness    evidenced    by   the    Subordinated
                           Convertible  Notes,  and (b) all of the  Subordinated
                           Debt)".

                           (b) The  following  sentences are inserted at the end
                  of subsection 7.14 of the Loan Agreement:

                           "The  foregoing  provisions  shall  not  apply to the
                           conversion  of  Subordinated  Convertible  Notes,  in
                           accordance  with  their  terms.  Fine Host  shall not
                           amend,  modify or change,  or consent or agree to any
                           amendment,  modification  or  change  to,  any of the
                           terms of the  Subordinated  Convertible  Notes or the
                           Indenture    (other   than   any   such    amendment,
                           modification,  change, consent or agreement which (i)
                           would extend the maturity or reduce the amount of any
                           payment of principal thereof or would reduce the rate
                           or extend the date for payment of interest thereon or
                           (ii) does not  adversely  affect the interests of the
                           Agents or the Banks hereunder or under the other Loan
                           Documents)."

                           1.6  New   Subsection   7.14A.   The   following  new
                  subsection 7.14A is hereby inserted  between  subsections 7.14
                  and 7.15 of the Loan Agreement:


                           "7.14A.  No Violation of Subordination  Provisions by
                  Subsidiary Borrowers.  No Subsidiary Borrower will directly or
                  indirectly make any payment, or do any act with respect to any
                  of the  Subordinated  Convertible  Notes  or the  Subordinated
                  Debt,  which payment or act if made or done by Fine Host would
                  violate or conflict with any of the  subordination  provisions
                  contained  in  any  of  the  agreements,   notes,   indentures
                  (including the  Indenture),  documents,  instruments and other
                  writings that evidence or otherwise relate to the Subordinated
                  Convertible Notes or the Subordinated Debt."

                           1.7 Amendment to Subsection  8.1.  Subsection  8.1 of
                  the Loan Agreement is hereby amended as follows:

                           (a)  The  word  "or"  at  the  end of  clause  (o) of
                  subsection 8.1 of the Loan Agreement is hereby deleted.

                           (b) The period at the end of clause (p) of subsection
                  8.1 of the Loan  Agreement is replaced  with a semicolon,  and
                  the following new clauses are inserted immediately thereafter:

                                    "(q) Any  default  shall  exist and  remains
                           unwaived  or  uncured  with  respect  to  any  of the
                           Subordinated  Convertible  Notes  if,  as a result of
                           such  default,  any  holder  of  such a  Subordinated
                           Convertible Note, or the trustee under the Indenture,
                           is   entitled   to  cause   any   such   Subordinated
                           Convertible  Note to become  due prior to its  stated
                           date  of  maturity,   or  any  of  the   Subordinated
                           Convertible  Notes shall not have been paid when due,
                           whether by acceleration  or otherwise,  or shall have
                           been  declared to be due and  payable  prior to their
                           stated maturity; or

                                    (r) The subordination  provisions  contained
                           in  the  Indenture   cease  to  be   enforceable   in
                           accordance with their terms."

         2. Use of Proceeds. The Net Proceeds from the Subordinated  Convertible
Notes shall be used by Fine Host as follows:  (a) first,  to prepay in full,  on
the Offering  Completion  Date,  the entire  outstanding  balances of all of the
Loans,  all in accordance  with the  provisions  of  subsection  3.1 of the Loan
Agreement,  (b) second, to pay in full, on the Offering Completion Date, any and
all  other  outstanding  Liabilities  (other  than  Liabilities  in  respect  of
outstanding Letters of Credit that have not been drawn), and (c) thereafter, for
working capital, acquisitions and general corporate purposes of Fine Host.

         3. New  Acquisitions.  The Borrowers  represent and warrant that, since
the  Closing  Date,  Fine Host has  acquired  all of the issued and  outstanding
shares  of  capital  stock of the  following  corporations  (collectively,  "New
Subsidiaries"): (a) Statewide Industrial Catering, Inc., a New York corporation,
(b) Best, Inc., a Minnesota corporation, (c) Total Food Service Direction, Inc.,
a  Florida  corporation,   and  (d)  Global  Food  Services,   Inc.,  a  Florida
corporation.  The Borrowers  will cause each of the New  Subsidiaries  to comply
timely  and  fully  with the  requirements  of  subsection  6.12(b)  of the Loan
Agreement. The Borrowers hereby further represent and warrant that if, effective
as of the date hereof,  each of the New  Subsidiaries  were to become a party to
the Loan  Agreement  and all of the other Loan  Documents to which the Borrowers
are parties,  there would be no breach by any of the New  Subsidiaries of any of
its representations and warranties contained therein which would have a Material
Adverse  Effect,  and there  would be no  events,  circumstances  or  conditions
(financial or  otherwise)  relating to any of the New  Subsidiaries  which would
materially and adversely  impair the ability of each of the New  Subsidiaries to
perform or observe all of its  obligations  thereunder  in  accordance  with the
terms thereof.

         4. Compliance with Subsection 4.2. Each of the Borrowers represents and
warrants  that,  except as otherwise  described  in Section 3 above,  all of the
conditions  contained in subsection 4.2 of the Loan Agreement would be satisfied
as of the date  hereof,  if an  Extension  of Credit were being made on the date
hereof.

         5. Ratification of Loan Documents.  Subject to the amendments expressly
set forth in this Second  Amendment,  each of the Borrowers  hereby ratifies and
reaffirms all of the terms and provisions of the Loan Documents to which it is a
party or by which it or its property is bound, and hereby expressly acknowledges
and confirms that the terms and provisions of each thereof,  as amended  hereby,
shall and do remain in full force and effect. Without limiting the generality of
the foregoing, each of the Borrowers hereby acknowledges and agrees that each of
the Notes has,  at all  times,  been and  continues  to remain in full force and
effect, notwithstanding that a portion of the Net Proceeds from the Subordinated
Convertible Notes will be used by Fine Host to pay the outstanding  Liabilities,
as provided herein.

         6. Conditions Precedent.  The effectiveness of this Second Amendment is
subject  to the  satisfaction  on the  date  hereof  of  each  of the  following
conditions  precedent,  all of  which  shall  be in form,  scope  and  substance
satisfactory to the Administrative Agent and its counsel:

                  (a) Second  Amendment.  The  Administrative  Agent  shall have
         received  this  Second  Amendment,  as  executed  by a duly  authorized
         officer or agent of each Borrower and the Required Banks;

                  (b) Authorization. All corporate or other action necessary for
         the valid execution,  delivery and performance by the Borrowers of this
         Second  Amendment  shall  have been  duly and  effectively  taken,  and
         evidence thereof  satisfactory to the  Administrative  Agent shall have
         been provided to the Administrative Agent;

                  (c) Offering  Memorandum.  The Administrative Agent shall have
         received a true,  correct and complete copy of the Offering  Memorandum
         of Fine Host for the issuance of the  Subordinated  Convertible  Notes;
         and

                  (d)  Opinion  Letters.  The  Administrative  Agent  shall have
         received opinion letters from Willkie Farr & Gallagher, special counsel
         for the Borrowers, and Ellen Keats, General Counsel for the Borrowers.

         7.       Miscellaneous.

                  7.1 No Other Amendments;  No Waiver. Except for the amendments
         expressly set forth in this Second Amendment,  nothing contained herein
         shall be construed to modify, amend or otherwise alter any of the terms
         or provisions of any of the Loan Documents;  nothing  contained  herein
         shall constitute a waiver of or bar to any rights or remedies available
         to any of the Agents or the Banks,  or a waiver of any Event of Default
         on any occasion,  other than as expressly set forth herein; and nothing
         contained  herein shall constitute an agreement by any of the Agents or
         the Banks or obligate any of the Agents or the Banks to take or refrain
         from taking any action.

                  7.2  Execution;  Counterparts.  This Second  Amendment  may be
         executed in any number of  counterparts,  each of which shall be deemed
         to be an original as against any party whose signature  appears hereon,
         and all of which shall together constitute one and the same instrument.
         This  Second   Amendment   shall  become   binding  when  one  or  more
         counterparts  hereof,  individually or taken  together,  shall bear the
         signatures of the Borrowers and the Required Banks.

                  7.3 Successors  and Assigns.  This Second  Amendment  shall be
         binding upon and inure to the benefit of the parties hereto,  and their
         respective representatives, successors and assigns.

                  7.4 Joint and Several  Liability.  All of the  obligations and
         liabilities of the Borrowers under this Second  Amendment and under all
         of the other Loan Documents are joint and several.

                  7.5  Governing  Law.  This Second  Amendment and all questions
         relating to its validity,  interpretation,  performance and enforcement
         shall be governed by and construed in  accordance  with the laws of The
         Commonwealth  of  Massachusetts,  notwithstanding  any  conflict-of-law
         provisions to the contrary.

                  7.6 Offering  Completion Date. The date on which Fine Host has
         completed the initial issuance of the Subordinated Convertible Notes is
         herein referred to as the "Offering  Completion Date".  Notwithstanding
         any of the other  provisions  contained in this Second Amendment to the
         contrary,  this Second Amendment shall  automatically  terminate and be
         null and void,  and  shall  have no  further  force or  effect,  if the
         Offering  Completion  Date does not occur on or prior to  November  30,
         1997.


         IN WITNESS WHEREOF,  this Second Amendment has been duly executed as an
instrument  under  seal by the  duly  authorized  representative  of each  party
hereto, as of the day and year first above written.

BANKBOSTON, N.A. AS                                  USTRUST AS
ADMINISTRATIVE AGENT                        DOCUMENTATION AGENT


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


BANKBOSTON, N.A. AS LENDER                  USTRUST AS LENDER


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


STATE STREET BANK AND TRUST                 THE SUMITOMO BANK, LIMITED
COMPANY


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

                                            By:______________________________
                                            Title:_____________________________


MELLON BANK, N.A.                           THE BANK OF NEW YORK


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


KEYBANK, N.A.                               FIRST UNION BANK OF CONNECTICUT


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


BANK OF SCOTLAND                            THE BANK OF NOVA SCOTIA


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


GLEACHER NATWEST                            BANK LEUMI TRUST COMPANY
                                            OF NEW YORK


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST CORPORATION                       FINE HOST SERVICES CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST OF VERMONT, INC.                  FANFARE, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


GLOBAL FANFARE, INC.                        FINE HOST INTERNATIONAL
CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


CREATIVE FOOD MANAGEMENT                    NORTHWEST FOOD SERVICE, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


TARRANT COUNTY                              SUN WEST SERVICES, INC.
CONCESSIONS, L.L.C.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


REPUBLIC MANAGEMENT CORP.                   VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERV-RITE CORPORATION                       IDEAL MANAGEMENT SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERVICE DYNAMICS CORP.                      PCS HOLDING CORP. (f/k/a HCS
                                            Management Corp.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


PCS MANAGEMENT CORP.                        HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                    (f/k/a Hospital Coffee Shoppes, Inc.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


THE ENVIRONMENTAL GROUP,                    CREATIVE DATA SYSTEMS, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

                                                         10

FINE HOST/R&N/A CUP ABOVE JOINT
VENTURE, a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________


FINE HOST/S. BROOKS &
ASSOCIATES JOINT VENTURE, a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________


WISCONSIN CENTER JOINT VENTURE,
a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________


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