FIRST AMENDMENT TO
                   FOURTH AMENDED AND RESTATED LOAN AGREEMENT

         This FIRST  AMENDMENT  TO FOURTH  AMENDED AND RESTATED  LOAN  AGREEMENT
(this "First  Amendment")  is made as of August 14, 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 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
Statewide (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 (the "Loan
Agreement"), by and among Fine Host, all of its Subsidiaries, the Banks, and the
Agents, shall have the meanings given to such terms in the Loan Agreement.

                             PRELIMINARY STATEMENTS

         WHEREAS,  Fine  Host  desires  to  enter  into  a  certain  Concessions
Management  Agreement (the "Ravens  Facility  Agreement")  with Baltimore Ravens
Limited  Partnership,   a  Maryland  limited  partnership   (together  with  its
successors and assigns, the "Ravens")  contemporaneously  herewith,  pursuant to
which,  the Ravens  shall  grant to Fine Host,  for a term of  twenty-five  (25)
years,  the exclusive  right to provide  certain food,  beverage and merchandise
services,  for and on  behalf of the  Ravens,  at the  Ravens'  new  stadium  in
Baltimore, Maryland in exchange for, among other things, the following:

                  (a) An  investment  in  Project  Costs by Fine Host  under the
         Ravens  Facility  Agreement of up to Twenty  Million and 00/100 Dollars
         ($20,000,000.00)(the "Ravens Investment"),  to be advanced by Fine Host
         to the Maryland  Stadium  Authority  (together  with its successors and
         assigns, "MSA") over the term of the Ravens Facility Agreement; and

                  (b) One or more standby letters of credit to be issued for the
         benefit of MSA,  in the  aggregate  amount of up to Twenty  Million and
         00/100 Dollars  ($20,000,000.00)  to secure the full and prompt payment
         by Fine Host to MSA of the Ravens Investment; and

         WHEREAS,  in connection  with  transactions  contemplated by the Ravens
Facility Agreement, the Borrowers request that:

                  (a) Subject to the provisions of subsections  2.2.2 and 4.2 of
         the Loan  Agreement,  the Banks make available to Fine Host one or more
         Guidance  Loans  in the  aggregate  principal  amount  of up to  Twenty
         Million and 00/100 Dollars ($20,000,000.00), the proceeds of which will
         be used by Fine Host to fund the Ravens Investment;

                  (b) The Banks consent to the Twenty Million and 00/100 Dollars
         ($20,000,000.00)  of the  Project  Costs  associated  with  the  Ravens
         Investment, which sum exceeds the limitation on Project Costs set forth
         in subsection 7.5 of the Loan Agreement; and

                  (c) The Banks and the Agents amend the Loan Agreement in order
         to increase the aggregate amount of the L/C Commitment from Ten Million
         and 00/100 Dollars  ($10,000,000.00)  to Twenty-Five Million and 00/100
         Dollars   ($25,000,000.00)   and  provide   certain   other   financial
         accommodations to and for the benefit of the Borrowers, all as provided
         for herein; and

         WHEREAS,  subject to the terms and  conditions  contained  herein,  the
Banks are  willing to make such  Guidance  Loans  available  to Fine Host and to
consent to such  Project  Costs,  and the Agents and the Banks are willing to so
amend the Loan Agreement, all in the manner provided for herein; and

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

         1.       Ravens Facility Agreement - Guidance Loans and Project Costs.

                  1.1 Subject to the provisions of subsections  2.2.2 and 4.2 of
         the Loan Agreement,  the Banks agree to make available to Fine Host one
         or more  Guidance  Loans in the  aggregate  principal  amount  of up to
         Twenty  Million and 00/100  Dollars  ($20,000,000.00),  the proceeds of
         which shall be used by Fine Host to fund the Project  Costs  associated
         with the Ravens Investment  pursuant to the Ravens Facility  Agreement.
         The Banks  acknowledge  that, with respect to these requested  Guidance
         Loans, the conditions precedent set forth in subsection 4.3 of the Loan
         Agreement have been satisfied.


                  1.2 The Banks consent to the Project Costs associated with the
         Ravens  Investment  so long as the total amount of such  Project  Costs
         does  not,  at any time,  exceed  Twenty  Million  and  00/100  Dollars
         ($20,000,000.00) in the aggregate.

         2.       Amendments To Loan Agreement.

                  2.1 Amendment to Subsection  1.1.  Subsection  1.1 of the Loan
         Agreement is amended as follows:

                           (a)  The  words  "Ten  Million  and  00/100   Dollars
                  ($10,000,000.00)"   contained  in  the   definition   of  "L/C
                  Commitment"  in  subsection  1.1 of  the  Loan  Agreement  are
                  deleted,  and replaced with the following words:  "Twenty-Five
                  Million and 00/100 Dollars ($25,000,000.00)".

                           (b)  The  following   definitions   are  inserted  in
                  subsection  1.1  of the  Loan  Agreement  in  the  appropriate
                  alphabetical order:

                                    "'MSA' means the Maryland Stadium Authority,
                           together with its successors and assigns.

                                    'Ravens'  means  Baltimore   Ravens  Limited
                           Partnership, a Maryland limited partnership, together
                           with its successors and assigns.

                                    'Ravens Facility  Agreement' means a certain
                           Concessions Management Agreement,  dated as of August
                           14, 1997, by and between Fine Host and the Ravens, as
                           the  same  may  be  amended,  modified,  substituted,
                           extended or restated, from time to time.

                                    'Ravens  Investment'  means an investment in
                           Project  Costs by Fine Host of up to  Twenty  Million
                           and 00/100 Dollars  ($20,000,000.00) under the Ravens
                           Facility Agreement.

                                    'Ravens Standby Letters of Credit' means one
                           or more  Standby  Letters  of  Credit,  issued by the
                           Issuing Bank,  for the account of Fine Host,  for the
                           benefit  of MSA,  in the  aggregate  amount  of up to
                           Twenty Million and 00/100  Dollars  ($20,000,000.00),
                           to secure the full and prompt payment by Fine Host of
                           the Ravens Investment."

                  2.2  Amendments  to  Subsections  2.1.3  and  2.1.11(b).   The
         following  sentence is inserted at the end of each of subsections 2.1.3
         and 2.1.11(b) of the Loan Agreement:

                  "Notwithstanding any provision contained in this subsection to
                  the contrary, any Ravens Standby Letters of Credit may be used
                  to secure and  otherwise  support the payment of Project Costs
                  associated with the Ravens Investment."

                  2.3 Amendments to Subsections 2.1.14(a),  2.1.15(a), 2.1.15(b)
         and  2.1.15(c).  The words  "Subject to the  provisions  of  subsection
         2.1.15A," are inserted (i) at the  beginning of the second  sentence of
         each of subsections 2.1.14(a) and 2.1.15(a) of the Loan Agreement,  and
         (ii) at the  beginning  of the first  sentence  of each of  subsections
         2.1.15(b) and 2.1.15(c) of the Loan Agreement.

                  2.4 New Subsection 2.1.15A.  The following  subsection 2.1.15A
         is  inserted  between   subsections  2.1.15  and  2.1.16  of  the  Loan
         Agreement:

                           "2.1.15A  Reimbursement of Drafts Presented Under Any
                  Ravens Standby  Letter of Credit.  Subject to the provisons of
                  subsection  4.2,  and   notwithstanding  any  other  provision
                  contained  in this  Agreement  to the  contrary,  the  parties
                  hereto agree that:

                                    (a) Any  draft  which  is  presented  to the
                           Issuing  Bank for  payment  under any Ravens  Standby
                           Letter of Credit  and for which the  Issuing  Bank is
                           not  immediately  reimbursed in full by the Borrowers
                           shall  automatically  constitute  a  request  by  the
                           Borrower  Agent  to the  Administrative  Agent  under
                           subsection  2.2  (but  without  any  requirement  for
                           compliance  with  the  prior  notice   provisions  or
                           minimum amount  provisions of subsection 2.2.2) for a
                           Guidance  Loan,  in the amount of such draft,  or any
                           part  thereof,  which  is  not  so  reimbursed.   The
                           Administrative  Agent shall promptly notify the Banks
                           of such request.  The Borrowing  Date with respect to
                           such  requested  Guidance  Loan  shall be the date on
                           which such draft is presented to the Issuing Bank for
                           payment.  Each  Bank  shall  make  available  to  the
                           Administrative  Agent  on  such  Borrowing  Date  its
                           Guidance Loan Commitment Percentage of such requested
                           Guidance Loan to be used by the Administrative  Agent
                           to fund  such  requested  Guidance  Loan.  All of the
                           proceeds from such  requested  Guidance Loan shall be
                           advanced by the Administrative  Agent directly to the
                           Issuing  Bank to be used  solely  to pay in full  the
                           amount of the  draft,  or any part  thereof,  of such
                           Ravens Standby Letter of Credit for which the Issuing
                           Bank  was  not so  reimbursed,  whereupon  all of the
                           Reimbursement   Obligations  of  the  Borrowers  with
                           respect  to  such   draft   shall  be  deemed  to  be
                           satisfied.

                                    (b)  Unless  the  Administrative   Agent  is
                           otherwise  notified in accordance with the provisions
                           of subsections 2.2.1(b) and 2.2.2, each Guidance Loan
                           requested  pursuant to this subsection  2.1.15A shall
                           be an ABR Loan."


         3. Loan  Availability.  Each  Ravens  Standby  Letter of  Credit,  when
issued,  will reduce,  in accordance with the provisions of subsection  2.1.5 of
the Loan  Agreement,  as  amended  hereby,  the  amount of the  Working  Capital
Commitment by the amount outstanding under such Ravens Standby Letter of Credit,
and the amount of the L/C Commitment then remaining  available for issuance will
be reduced by the amount outstanding under such Ravens Standby Letter of Credit.
Any Guidance Loan requested under subsection  2.1.15A of the Loan Agreement,  as
amended  hereby,  will on the  Borrowing  Date with  respect  to such  requested
Guidance Loan  immediately  reduce (subject to the second sentence of subsection
2.2.1(a) of the Loan Agreement) the Guidance Loan  Commitments,  and the Working
Capital  Commitment  and the L/C Commitment  will thereupon be restored,  by the
amount of such requested Guidance Loan.

         4.  Statewide.  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 Statewide  Industrial  Catering,  Inc., a New York  corporation
("Statewide").  The  Borrowers  will cause  Statewide 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,
Statewide 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
Statewide 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 Statewide which
would  materially  and  adversely  impair the ability of Statewide to perform or
observe all of its obligations thereunder in accordance with the terms thereof.

         5. Compliance with Subsection 4.2. Each of the Borrowers represents and
warrants  that,  except as otherwise  described  in Section 4 above,  all of the
conditions contained in subsection 4.2 of the Loan Agreement have been satisfied
as of the date hereof.

         6. Ratification of Loan Documents.  Subject to the amendments expressly
set forth in this First  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.


         7.  Conditions  Precedent.  The obligations of the Banks and the Agents
hereunder are subject to the  satisfaction  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) First  Amendment.  The  Administrative  Agent  shall  have
         received this First Amendment, as executed by a duly authorized officer
         or agent of each Borrower.

                  (b) Authorization. All corporate or other action necessary for
         the valid execution,  delivery and performance by the Borrowers of this
         First  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)  Opinion  Letters.  The  Administrative  Agent  shall have
         received opinion letters from Willkie Farr & Gallagher,  counsel to the
         Borrowers, and Ellen Keats, General Counsel for the Borrowers; and

                  (d)  Other.   The  Borrowers   shall  have  delivered  to  the
         Administrative  Agent such other documents as the Administrative  Agent
         or its counsel may reasonably require.

         8.       Miscellaneous.

                  8.1 No Other Amendments;  No Waiver. Except for the amendments
         expressly set forth in the First  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
         under the Loan  Documents on any occasion,  other than as expressly set
         forth  herein;   and  nothing  contained  herein  shall  constitute  an
         agreement  by any of Agents or the Banks or obligate  any of the Agents
         or the Banks to take or refrain from taking any action.

                  8.2  Execution;  Counterparts.  This  First  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 First Amendment shall become binding when one or more counterparts
         hereof,  individually or taken  together,  shall bear the signatures of
         all of the parties reflected hereon as the signatories.

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

                  8.4 Joint and Several  Liability.  All of the  obligations and
         liabilities of the Borrowers  hereunder and under all of the other Loan
         Documents are joint and several.

                  8.5  Governing  Law.  This First  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.


<PAGE>
         IN WITNESS  WHEREOF,  this First 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:_____________________________


NATIONAL WESTMINSTER                        BANK LEUMI TRUST COMPANY
BANK P.L.C.                                          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:_____________________________


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:_____________________________

By: ____________________________________
      Tyrone W. Nabbie (together with Ronald O.
      Rogers, doing business as R&N Management
      Services), in his capacity as a joint venturer
      of aforesaid joint venture

By: ____________________________________
      Ronald O. Rogers (together with Tyrone W.
      Nabbie, doing business as R&N Management
      Services), in his capacity as a joint venturer
      of aforesaid joint venture

By:  ____________________________________
       Ellen Korbin (doing business as A Cup
       Above), in her capacity as a joint venturer
       of aforesaid joint venture


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:_____________________________

By:  S. Brooks & Associates, Inc., 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:_____________________________

By:  Five-Star Marketing, Inc., in its capacity
       as a joint venturer of aforesaid joint venture


       By:______________________________
       Title:_____________________________