Fine Host Corporation



                                  $175,000,000

                   5% Convertible Subordinated Notes Due 2004

                               Purchase Agreement

                                October 21, 1997





                          Donaldson, Lufkin & Jenrette
                             Securities Corporation

                             NationsBanc Montgomery
                                Securities, Inc.

                                Smith Barney Inc.

                               Piper Jaffray Inc.


<PAGE>

                                  $175,000,000



                   5% Convertible Subordinated Notes due 2004

                            of Fine Host Corporation

                               PURCHASE AGREEMENT


                                                                October 21, 1997


Donaldson, Lufkin & Jenrette Securities Corporation
NationsBanc Montgomery Securities, Inc.
Smith Barney Inc.
Piper Jaffray Inc.
         c/o Donaldson, Lufkin & Jenrette
           Securities Corporation
         277 Park Avenue
         New York, New York  10005

Dear Sirs:

                  Fine Host Corporation, a Delaware corporation (the "Company"),
proposes  to  issue  and  sell  to  Donaldson,   Lufkin  &  Jenrette  Securities
Corporation ("DLJ"), NationsBanc Montgomery Securities, Inc., Smith Barney Inc.,
and Piper Jaffray Inc. (each,  an "Initial  Purchaser"  and,  collectively,  the
"Initial Purchasers") an aggregate of $175,000,000 in principal amount of its 5%
Convertible  Subordinated  Notes due 2004 (the "Initial Notes"),  subject to the
terms and  conditions  set forth herein.  The Company also proposes to issue and
sell to the Initial Purchasers not more than an additional aggregate $25,000,000
in  principal  amount  of its 5%  Convertible  Subordinated  Notes due 2004 (the
"Additional  Notes" and, together with the Initial Notes, the "Notes"),  subject
to the  terms  and  conditions  set  forth  herein.  The  Notes are to be issued
pursuant to the provisions of an indenture (the "Indenture"),  to be dated as of
the  Closing  Date (as defined  below),  between the Company and The Bank of New
York, as trustee (the  "Trustee").  The Notes will be convertible into shares of
the common stock, par value $0.01 per share, of the Company (the "Common Stock")
at an  initial  conversion  rate,  subject  to  adjustment,  set  forth  in  the
Indenture. Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Indenture.

                    The Notes will be offered and sold to the Initial Purchasers
pursuant to one or more exemptions from the registration  requirements under the
Securities  Act of 1933,  as amended  (the  "Act").  The Company has  prepared a
preliminary  offering  memorandum,  dated  October  10,  1997 (the  "Preliminary
Offering  Memorandum") and a final offering  memorandum,  dated October 21, 1997
(the "Offering Memorandum"), relating to the Notes.

                  Upon  original  issuance  thereof,  and until such time as the
same is no  longer  required  pursuant  to the  Indenture,  the  Notes  (and all
securities  issued  in  exchange  therefor,  in  substitution  thereof  or  upon
conversion thereof) shall bear the following legend:

                  "THIS NOTE (OR ITS  PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
         THE U.S.  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
         AND,  ACCORDINGLY,  MAY NOT BE  OFFERED,  SOLD,  PLEDGED  OR  OTHERWISE
         TRANSFERRED  WITHIN  THE  UNITED  STATES OR TO, OR FOR THE  ACCOUNT  OR
         BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
         HEREOF OR OF A BENEFICIAL  INTEREST  HEREIN,  THE HOLDER (1) REPRESENTS
         THAT (A) IT IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE
         144A UNDER THE SECURITIES ACT)(A "QIB"),  (B) IT IS ACQUIRING THIS NOTE
         IN AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH  REGULATION S UNDER THE
         SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL  "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE  501(A)(1),  (2), (3) OR (7) OF  REGULATION D UNDER THE
         SECURITIES  ACT (AN  "IAI"),  (2)  AGREES  THAT IT WILL NOT  RESELL  OR
         OTHERWISE  TRANSFER  THIS NOTE  EXCEPT (A) TO THE COMPANY OR ANY OF ITS
         SUBSIDIARIES,  (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
         QIB  PURCHASING  FOR ITS OWN  ACCOUNT OR FOR THE  ACCOUNT OF A QIB IN A
         TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
         TRANSACTION  MEETING  THE  REQUIREMENTS  OF  RULE  903  OR  904  OF THE
         SECURITIES ACT, (D) IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE
         144  UNDER  THE  SECURITIES  ACT,  (E) TO AN IAI  THAT,  PRIOR  TO SUCH
         TRANSFER,  FURNISHES  THE TRUSTEE A SIGNED  LETTER  CONTAINING  CERTAIN
         REPRESENTATIONS  AND  AGREEMENTS  RELATING TO THE TRANSFER OF THIS NOTE
         (THE FORM OF WHICH  CAN BE  OBTAINED  FROM THE  TRUSTEE)  AND,  IF SUCH
         TRANSFER IS IN RESPECT OF AN AGGREGATE  PRINCIPAL  AMOUNT OF NOTES LESS
         THAN  $250,000,  AN OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY THAT
         SUCH  TRANSFER  IS IN  COMPLIANCE  WITH  THE  SECURITIES  ACT,  (F)  IN
         ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL  ACCEPTABLE TO
         THE  COMPANY) OR (G) PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT
         AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
         (3) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
         INTEREST HEREIN IS TRANSFERRED A NOTICE  SUBSTANTIALLY TO THE EFFECT OF
         THIS  LEGEND.  AS USED HEREIN,  THE TERMS  "OFFSHORE  TRANSACTION"  AND
         "UNITED  STATES"  HAVE  THE  MEANINGS  GIVEN  TO THEM  BY  RULE  902 OF
         REGULATION  S UNDER  THE  SECURITIES  ACT.  THE  INDENTURE  CONTAINS  A
         PROVISION  REQUIRING  THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
         THIS NOTE IN VIOLATION OF THE FOREGOING."

                    (a) On the  basis  of the  representations,  warranties  and
covenants  contained in this Agreement,  and subject to the terms and conditions
contained  herein,  the  Company  agrees  to  issue  and  sell  to  the  Initial
Purchasers,  and the Initial  Purchasers  agree,  severally and not jointly,  to
purchase  from the Company,  the  principal  amounts of Initial  Notes set forth
opposite the name of such  Initial  Purchaser on Schedule A hereto at a purchase
price equal to 97% of the principal amount thereof (the "Purchase  Price").  The
Purchase  Price shall not include  interest  accrued on the Initial Notes during
the  period,  if any,  from the date of  original  issuance  of the Notes to and
including the Closing Date.

                    (b) On the  basis  of the  representations,  warranties  and
covenants in this Agreement,  and subject to the terms and conditions  contained
herein,  the  Company  hereby  grants  to the  Initial  Purchasers  the right to
purchase at the Initial  Purchasers'  election  on the Option  Closing  Date (as
defined  below) up to $25,000,000  in aggregate  principal  amount of Additional
Notes.  Additional Notes may be purchased by the Initial  Purchasers  solely for
the purpose of covering  over-allotments made in connection with the sale of the
Initial  Notes.  The Initial  Purchasers  may  exercise  their right to purchase
Additional  Notes in whole or in part from time to time by giving written notice
thereof (each,  an "Exercise  Notice") to the Company at any time on one or more
occasions  within 30 days after the date of this  Agreement.  DLJ shall give any
such Exercise  Notice on behalf of the Initial  Purchasers and such notice shall
specify the  aggregate  principal  amount of  Additional  Notes to be  purchased
pursuant to such  exercise  and the date for payment and delivery  thereof.  The
date  specified  in any such  notice  (the  "Option  Closing  Date")  shall be a
business  day (i) no  earlier  than the  Closing  Date,  (ii) no later  than ten
business  days  after such  notice has been given and (iii) no earlier  than two
business days after such notice has been given.  If any Additional  Notes are to
be  purchased,  each Initial  Purchaser,  severally  and not jointly,  agrees to
purchase  from the Company the number of  Additional  Notes which bears the same
proportion  to the total number of  Additional  Notes to be  purchased  from the
Company  as the  number of  Initial  Notes set forth  opposite  the name of such
Initial  Purchaser in Schedule A bears to the total  number of Initial  Notes at
the  purchase  price set forth in Section 2(a)  hereof.  The purchase  price for
Additional  Notes shall not include  interest  accrued on the  Additional  Notes
during the period from the date of original  issuance of Notes to and  including
the Option Closing Date.
                    The Initial  Purchasers  have  advised the Company  that the
Initial  Purchasers  will  make  offers  (the  "Exempt  Resales")  of the  Notes
purchased  hereunder  on the  terms  set forth in the  Offering  Memorandum,  as
amended or  supplemented,  solely to (i)  persons  whom the  Initial  Purchasers
reasonably  believe to be  "qualified  institutional  buyers" as defined in Rule
144A  under  the Act  ("QIBs"),  (ii) not  more  than  ten  other  institutional
"accredited investors," as defined in Rule 501(a) (1), (2), (3) or (7) under the
Act, that make certain  representations  and agreements to the Company (each, an
"Accredited Institution"),  and (iii) to persons permitted to purchase the Notes
in offshore  transactions  in reliance upon  Regulation S under the Act (each, a
"Regulation S Purchaser") (such persons specified in clauses (i), (ii) and (iii)
being referred to herein as the "Eligible  Purchasers").  The Initial Purchasers
will offer the Notes to Eligible  Purchasers  initially at a price equal to 100%
of the principal  amount thereof.  Such price may be changed at any time without
notice.

                  Holders (including  subsequent  transferees) of the Notes will
have the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement"), to be dated the Closing Date, in substantially
the form of  Exhibit A hereto,  for so long as such Notes  constitute  "Transfer
Restricted  Securities"  (as  defined  in the  Registration  Rights  Agreement).
Pursuant to the Registration  Rights  Agreement,  the Company will agree to file
with  the  Securities  and  Exchange   Commission  (the  "Commission")  a  shelf
registration  statement  pursuant  to Rule 415 under the Act (the  "Registration
Statement")  relating  to the resale by certain  holders of the Notes and to use
its best efforts to cause such Registration  Statement to be declared and remain
effective  and usable  for the  periods  specified  in the  Registration  Rights
Agreement.  This Agreement, the Indenture, the Notes and the Registration Rights
Agreement are hereinafter  sometimes  referred to collectively as the "Operative
Documents."

                  4.       Delivery and Payment.

                    (a) Delivery of, and payment of the Purchase  Price for, the
Initial  Notes  shall be made at the  offices  of Latham & Watkins or such other
location as may be mutually acceptable.  Such delivery and payment shall be made
at 9:00 a.m.  New York City time,  on October  27, 1997 or at such other time as
shall be agreed upon by the Initial  Purchasers  and the  Company.  The time and
date of such delivery and the payment are herein called the "Closing Date."


                    (b)  Notes  sold  by the  Initial  Purchasers  to  QIBs  and
pursuant to Regulations S will be represented by one or more Notes in definitive
global form,  registered in the name of Cede & Co., as nominee of the Depository
Trust Company ("DTC"), having an aggregate principal amount corresponding to the
aggregate  principal  amount of the  Notes  sold to such  QIBs and  pursuant  to
Regulations  S  (collectively,  the "Global  Notes").  Notes sold by the Initial
Purchasers to Accredited  Institutions  will be represented by one or more Notes
in  definitive  form,  registered in the name of such  Accredited  Institutions,
having an aggregate  principal amount  corresponding to the aggregate  principal
amount of the Notes  sold to such  Accredited  Institutions  (collectively,  the
"Accredited Institution Notes"). The Global Notes and the Accredited Institution
Notes shall be  delivered  by the Company to the Initial  Purchasers  (or as the
Initial  Purchasers  direct) in each case with any transfer  taxes  thereon duly
paid by the Company  against  payment by the Initial  Purchasers of the Purchase
Price  thereof by wire  transfer in same day funds to the order of the  Company.
The Global Notes and the Accredited Institution Notes shall be made available to
the Initial  Purchasers  for  inspection not later than 9:30 a.m., New York City
time, on the business day immediately preceding the Closing Date.

                    (c) On any Option Closing Date, the Company shall deliver to
the  Initial  Purchasers,  and the  obligations  of the  Initial  Purchasers  to
purchase the Additional Notes shall be conditioned upon receipt of, supplemental
opinions,  certificates  and letters  confirming  as of such date the  opinions,
certificates  and letters  delivered on the Closing  Date  pursuant to Section 9
hereof.

                   The Company  hereby  agrees with the  Initial  Purchasers  as
follows:

                    (a) To  advise  the  Initial  Purchasers  promptly  and,  if
requested by the Initial Purchasers,  confirm such advice in writing, (i) of the
issuance by any state  securities  commission of any stop order  suspending  the
qualification or exemption from  qualification of any Notes for offering or sale
in any  jurisdiction  designated by the Initial  Purchasers  pursuant to Section
5(e)  hereof,  or the  initiation  of any  proceeding  by any  state  securities
commission or any other federal or state  regulatory  authority for such purpose
and (ii) of the happening of any event during the period  referred to in Section
5(c) below that would  result in the  Offering  Memorandum  including  an untrue
statement of a material fact or omitting to state a material  fact  necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  The Company  shall use its best  efforts to prevent the
issuance of any stop order or order suspending the qualification or exemption of
any Notes  under any state  securities  or Blue Sky laws and, if at any time any
state securities commission or other federal or state regulatory authority shall
issue an order suspending the  qualification or exemption of any Notes under any
state  securities  or Blue Sky laws,  the Company  shall use its best efforts to
obtain the withdrawal or lifting of such order at the earliest possible time.

                    (b) To furnish  the  Initial  Purchasers  and those  persons
identified  by the  Initial  Purchasers  to the  Company  as many  copies of the
Preliminary Offering Memorandum and the Offering Memorandum,  and any amendments
or supplements thereto, as the Initial Purchasers may reasonably request for the
time  period  specified  in Section  5(c).  Subject to the  Initial  Purchasers'
compliance with its  representations  and warranties and agreements set forth in
Section 7 hereof,  the Company  consents to the use of the Preliminary  Offering
Memorandum  and the Offering  Memorandum,  and any  amendments  and  supplements
thereto required pursuant hereto,  by the Initial  Purchasers in connection with
Exempt Resales.

                    (c) During  such period as in the opinion of counsel for the
Initial Purchasers an Offering  Memorandum is required by law to be delivered in
connection with Exempt Resales by the Initial  Purchasers and in connection with
market-making  activities of the Initial Purchasers for so long as any Notes are
outstanding,  (i)  not to make  any  amendment  or  supplement  to the  Offering
Memorandum  of which  the  Initial  Purchasers  shall not  previously  have been
advised or to which the Initial  Purchasers shall reasonably  object after being
so  advised  (except  to the extent any  amendment  or  supplement  to which the
Initial Purchasers shall have objected is necessary in the opinion of counsel to
the Company to make the statements  therein not  misleading) and (ii) to prepare
promptly  upon the Initial  Purchasers'  reasonable  request,  any  amendment or
supplement  to the  Offering  Memorandum  which may be necessary or advisable in
connection with such Exempt Resales or such market-making  activities (except to
the extent any  amendment or  supplement  would in the opinion of counsel to the
Company make the statements therein misleading).

                    (d) If, during the period referred to in Section 5(c) above,
any event shall  occur or  condition  shall  exist as a result of which,  in the
opinion of counsel to the Initial  Purchasers,  it becomes necessary to amend or
supplement the Offering  Memorandum in order to make the statements  therein, in
the light of the circumstances when such Offering  Memorandum is delivered to an
Eligible  Purchaser,  not  misleading,  or if, in the  opinion of counsel to the
Initial  Purchasers,  it is  necessary  to  amend  or  supplement  the  Offering
Memorandum  to  comply  with  any  applicable  law,   forthwith  to  prepare  an
appropriate  amendment or  supplement  to such  Offering  Memorandum so that the
statements therein, as so amended or supplemented, will not, in the light of the
circumstances  when it is so  delivered,  be misleading or so that such Offering
Memorandum  will comply with  applicable  law (except in each case to the extent
any amendment or supplement  would in the opinion of counsel to the Company make
the statements therein misleading), and to furnish to the Initial Purchasers and
such other persons as the Initial Purchasers may designate such number of copies
thereof as the Initial Purchasers may reasonably request.

                    (e)  Prior  to the  sale of all  Notes  pursuant  to  Exempt
Resales as  contemplated  hereby,  to cooperate with the Initial  Purchasers and
counsel  to the  Initial  Purchasers  in  connection  with the  registration  or
qualification  of the Notes for offer  and sale to the  Initial  Purchasers  and
pursuant  to  Exempt  Resales  under  the  securities  or Blue  Sky laws of such
jurisdictions  as the  Initial  Purchasers  may  request  and to  continue  such
registration or  qualification  in effect so long as required for Exempt Resales
and to file such  consents  to service of process or other  documents  as may be
necessary  in order to effect  such  registration  or  qualification;  provided,
however,  that the  Company  shall not be required in  connection  therewith  to
qualify as a foreign  corporation in any  jurisdiction in which it is not now so
qualified  or to take any  action  that would  subject it to general  consent to
service of process or  taxation  in any  jurisdiction  in which it is not now so
subject.

                    (f) So long as the  Notes are  outstanding,  (i) to mail and
make  generally  available as soon as  practicable  after the end of each fiscal
year to the record  holders of the Notes a  financial  report of the Company and
its subsidiaries on a consolidated  basis (and a similar financial report of all
unconsolidated  subsidiaries,  if any), all such financial  reports to include a
consolidated   balance  sheet,  a  consolidated   statement  of  operations,   a
consolidated   statement  of  cash  flows  and  a   consolidated   statement  of
shareholders'  equity as of the end of and for such fiscal year,  together  with
comparable information as of the end of and for the preceding year, certified by
the Company's independent public accountants and (ii) to mail and make generally
available as soon as practicable  after the end of each quarterly period (except
for the  last  quarterly  period  of  each  fiscal  year)  to  such  holders,  a
consolidated  balance  sheet,  a  consolidated  statement  of  operations  and a
consolidated  statement  of cash flows  (and  similar  financial  reports of all
unconsolidated  subsidiaries,  if any) as of the end of and for such period, and
for the period from the  beginning  of such year to the close of such  quarterly
period,  together with comparable  information for the corresponding  periods of
the preceding year.

                    (g) So long as the Notes are outstanding,  to furnish to the
Initial  Purchasers  as  soon  as  available  copies  of all  reports  or  other
communications  furnished by the Company to its security holders or furnished to
or filed with the  Commission or any national  securities  exchange on which any
class of securities of the Company is listed and such other  publicly  available
information  concerning  the  Company  and/or its  subsidiaries  as the  Initial
Purchasers may reasonably request.

                    (h) So  long  as any of the  Notes  remain  outstanding  and
during any period in which the  Company is not subject to Section 13 or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  to make
available  to any holder of Notes in  connection  with any sale  thereof and any
prospective  purchaser of such Notes from such holder,  the  information  ("Rule
144A Information") required by Rule 144A(d)(4) under the Act.

                    (i)  Whether or not the  transactions  contemplated  in this
Agreement are consummated or this Agreement is terminated, to pay or cause to be
paid all expenses  incident to the performance of the obligations of the Company
under this Agreement,  including:  (i) the fees,  disbursements  and expenses of
counsel to the Company and  accountants  of the Company in  connection  with the
sale and delivery of the Notes to the Initial  Purchasers and pursuant to Exempt
Resales,  and all other fees and expenses in  connection  with the  preparation,
printing,  filing and distribution of the Preliminary Offering  Memorandum,  the
Offering  Memorandum and all amendments and  supplements to any of the foregoing
(including financial statements), including the mailing and delivering of copies
thereof to the Initial Purchasers and persons designated by it in the quantities
specified  herein,  (ii) all costs and  expenses  related  to the  transfer  and
delivery of the Notes to the Initial  Purchasers and pursuant to Exempt Resales,
including  any  transfer  or other  taxes  payable  thereon,  (iii) all costs of
printing or producing  this  Agreement,  the other  Operative  Documents and any
other agreements or documents in connection with the offering, purchase, sale or
delivery of the Notes,  (iv) all expenses in connection with the registration or
qualification  of the Notes for offer and sale under the  securities or Blue Sky
laws  of the  several  states  and  all  costs  of  printing  or  producing  any
preliminary  and  supplemental  Blue  Sky  memoranda  in  connection   therewith
(including the filing fees and fees and disbursements of counsel for the Initial
Purchasers in connection with such  registration or qualification  and memoranda
relating  thereto),  (v) all expenses and listing  fees in  connection  with the
application for quotation of the Notes in the National Association of Securities
Dealers, Inc. ("NASD") Automated Quotation System - PORTAL ("PORTAL"),  (vi) the
fees and expenses of the Trustee and the Trustee's  counsel in  connection  with
the Indenture and the Notes,  (vii) the costs and charges of any transfer agent,
registrar and/or  depository  (including DTC), (viii) any fees charged by rating
agencies  for the  rating  of the  Notes,  (ix) all costs  and  expenses  of the
Registration  Statement as set forth in the Registration  Rights Agreement,  and
(x)  and all  other  costs  and  expenses  incident  to the  performance  of the
obligations of the Company  hereunder for which  provision is not otherwise made
in this Section,  it being  understood  that the fees and expenses of counsel to
the Initial Purchasers (other than Blue Sky fees and expenses) shall be borne by
the Initial Purchasers.

                    (j) To use its best  efforts to effect the  inclusion of the
Notes in PORTAL and to  maintain  the listing of the Notes on PORTAL for so long
as any Notes outstanding are not registered under the Act.

                    (k) To obtain the approval of DTC for "book-entry"  transfer
of the Notes, and to comply in all material  respects with all of its agreements
set forth in the  representation  letters of the Company to DTC  relating to the
approval of the Notes by DTC for "book-entry" transfer.

                    (l) Not to  issue,  sell,  contract  to  sell  or  otherwise
dispose of any Common Stock or any securities  convertible  into or exchangeable
or exercisable  for Common Stock,  for a period of 90 days following the date of
this  Agreement,  without  the  prior  written  consent  of DLJ on behalf of the
Initial  Purchasers;  provided  that the Company may issue Common Stock upon the
exercise of (i) the Notes,  (ii) outstanding  stock options or warrants or (iii)
stock  options  issued  pursuant to existing  stock  option  plans and  employee
benefit plans.

                    (m) Not to sell,  offer for sale or solicit offers to buy or
otherwise  negotiate  in respect of any  security  (as  defined in the Act) that
would be  integrated  with the sale of the Notes to the  Initial  Purchasers  or
pursuant to Exempt  Resales in a manner that would require the  registration  of
any such sale of the Notes under the Act.

                    (n) Not to  voluntarily  claim,  and to actively  resist any
attempts  to claim,  the  benefit of any usury laws  against  the holders of any
Notes.

                    (o)  To use  its  best  efforts  to do  and  perform  in all
material  respects all things  required or  necessary  to be done and  performed
under  this  Agreement  by it prior to the  Closing  Date and to  satisfy in all
material respects all conditions precedent to the delivery of the Notes.

                    6.   Representations,   Warranties  and  Agreements  of  the
Company.  As of the date  hereof,  the Company  represents  and warrants to, and
agrees with, the Initial Purchasers that:

                    (a) The Offering  Memorandum does not, and any supplement or
amendment  thereto will not,  contain any untrue statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading,  except  that the  representations  and  warranties
contained in this  paragraph  (a) shall not apply to  statements in or omissions
from the Offering Memorandum (or any supplement or amendment thereto) based upon
information  relating  to the  Initial  Purchasers  furnished  to the Company in
writing by the  Initial  Purchasers  expressly  for use  therein.  No stop order
preventing  the  use of the  Preliminary  Offering  Memorandum  or the  Offering
Memorandum,  or any amendment or supplement thereto, or any order asserting that
any of the  transactions  contemplated  by this  Agreement  are  subject  to the
registration requirements of the Act, has been issued.

                    (b) The Company's Significant Subsidiaries, as defined under
Rule 1-02 of  Regulation  S-X (the  "Significant  Subsidiaries")  are  listed in
Schedule  B hereto.  The  Company  and each of its  subsidiaries  have been duly
incorporated and are validly existing as corporations in good standing under the
laws of their  respective  jurisdictions of  incorporation,  with full power and
authority  (corporate  and other) to own and lease their  properties and conduct
their respective  businesses as described in the Offering Memorandum,  except as
would not have a material adverse effect on the business,  prospects,  financial
condition or results of operations of the Company and its subsidiaries  taken as
a whole (a "Material Adverse  Effect");  the Company owns all of the outstanding
capital stock of its subsidiaries free and clear of all claims,  liens,  charges
and encumbrances;  the Company and each of its subsidiaries are in possession of
and  operating  in  compliance  with  all  authorizations,   licenses,  permits,
consents,  certificates  and orders material to the conduct of their  respective
businesses, all of which are valid and in full force and effect except where the
failure to possess  or be  operating  in  compliance  with such  authorizations,
licenses,  permits,  consents,  certificates or orders would not have a Material
Adverse Effect;  the Company and each of its  subsidiaries are duly qualified to
do business and in good standing as foreign corporations in each jurisdiction in
which the ownership or leasing of properties or the conduct of their  respective
businesses  requires such  qualification,  except for jurisdictions in which the
failure to so qualify  would not have a Material  Adverse  Effect;  and,  to the
knowledge  of the  Company,  no  proceeding  has  been  instituted  in any  such
jurisdiction,  revoking,  limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification.

                    (c) The Company has an authorized  and  outstanding  capital
stock  as  set  forth  under  the  heading   "Capitalization"  in  the  Offering
Memorandum;  the issued and  outstanding  shares of Common  Stock of the Company
have been duly authorized and validly issued,  are fully paid and nonassessable,
have been issued in compliance with all federal and state  securities laws, were
not be issued in violation of any preemptive rights or other rights to subscribe
for or purchase  securities  or subject to any such  rights,  and conform in all
material  respects  to  the  description   thereof  contained  in  the  Offering
Memorandum.  All  issued  and  outstanding  shares  of  capital  stock  of  each
subsidiary  have been duly  authorized and validly issued and are fully paid and
nonassessable. Except as disclosed in or contemplated by the Offering Memorandum
and the  financial  statements of the Company,  and the related  notes  thereto,
included in the Offering Memorandum,  neither the Company nor any subsidiary has
outstanding any options to purchase, or any preemptive rights or other rights to
subscribe for or to purchase, any securities or obligations convertible into, or
any contracts or  commitments  to issue or sell,  shares of its capital stock or
any such options, rights, convertible securities or obligations. The description
of  the  Company's   stock  option,   stock  bonus  and  other  stock  plans  or
arrangements,  and the options or other rights granted and exercised thereunder,
set  forth  in the  Offering  Memorandum  accurately  and  fairly  presents  the
information  required  to be shown  with  respect to such  plans,  arrangements,
options and rights.

                    (d) This  Agreement has been duly  authorized,  executed and
delivered by the Company.

                    (e) The  Indenture  has been duly  authorized by the Company
and, on the Closing Date,  will have been validly  executed and delivered by the
Company.  Assuming the due  authorization,  valid  execution and delivery by the
Trustee, when the Indenture has been duly executed and delivered by the Company,
the Indenture will be a valid and binding agreement of the Company,  enforceable
against  the  Company  in   accordance   with  its  terms   except  as  (i)  the
enforceability thereof may be limited by bankruptcy,  insolvency or similar laws
affecting  creditors'  rights  generally and (ii) rights of acceleration and the
availability  of equitable  remedies may be limited by equitable  principles  of
general  applicability.  On the Closing Date,  the Indenture will conform in all
material  respects to the  requirements  of the Trust  Indenture Act of 1939, as
amended (the "TIA" or "Trust  Indenture  Act"), and the rules and regulations of
the Commission  applicable to an indenture which is qualified  thereunder except
that the Indenture will not be so qualified.

                    (f) The Notes have been duly  authorized and, on the Closing
Date,  will have been validly  executed and  delivered by the Company.  When the
Notes have been  issued,  executed  and  authenticated  in  accordance  with the
provisions  of the  Indenture  and  delivered  to and  paid  for by the  Initial
Purchasers in accordance with the terms of this Agreement and the Indenture, the
Notes will be entitled to the  benefits of the  Indenture  and will be valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance  with their  terms  except as (i) the  enforceability  thereof may be
limited by bankruptcy,  insolvency or similar laws affecting  creditors'  rights
generally  and (ii) rights of  acceleration  and the  availability  of equitable
remedies may be limited by equitable principles of general applicability. On the
Closing Date, the Notes will conform in all material respects to the description
thereof contained in the Offering Memorandum.

                    (g)  The   Registration   Rights  Agreement  has  been  duly
authorized by the Company and, on the Closing Date, will have been duly executed
and delivered by the Company.  Assuming the due  authorization,  valid execution
and delivery by each of the Initial  Purchasers,  when the  Registration  Rights
Agreement has been duly executed and delivered by the Company,  the Registration
Rights  Agreement  will  be a  valid  and  binding  agreement  of  the  Company,
enforceable  against the Company in accordance  with its terms except as (i) the
enforceability thereof may be limited by bankruptcy,  insolvency or similar laws
affecting  creditors'  rights  generally and (ii) rights of acceleration and the
availability  of equitable  remedies may be limited by equitable  principles  of
general  applicability.  On the Closing Date, the Registration  Rights Agreement
will conform in all material respects to the description thereof in the Offering
Memorandum.

                    (h) The shares of Common Stock initially to be issued by the
Company upon  conversion of the Notes have been duly authorized and reserved for
issuance upon such conversion and, when issued, delivered and paid for upon such
conversion in the manner set forth in the  Indenture,  will be duly  authorized,
validly issued,  fully paid and nonassessable,  and will conform in all material
respects to the description  thereof  contained in the Offering  Memorandum.  No
preemptive  rights or other rights to subscribe  for or purchase any security of
the Company  exist with  respect to the issuance and sale of the Common Stock by
the Company pursuant to the Indenture (other than those which have been waived).
No  stockholder  of the Company has any right to require the Company to register
the sale of any  shares  owned by such  stockholder  under  the Act in the shelf
registration  statement  contemplated by the Registration  Rights Agreement that
will not have been  irrevocably  waived prior to such  registration.  No further
approval or  authority  of the  stockholders  or the Board of  Directors  of the
Company  will be required  for the  issuance  and sale of the Common  Stock upon
conversion of the Notes as contemplated in the Indenture.

                    (i) The making and  performance  of this  Agreement  and the
other Operative Documents by the Company, compliance by the Company with all the
provisions   hereof  and  thereof  and  the  consummation  of  the  transactions
contemplated   herein  and  therein  will  not  violate  any  provision  of  the
certificate of incorporation or bylaws, or other  organizational  documents,  of
the Company or any of its  subsidiaries,  and will not conflict with,  result in
the breach or violation  of, or  constitute,  either by itself or upon notice or
the passage of time or both, a default under any  agreement,  mortgage,  deed of
trust, lease, franchise, license, indenture, permit or other instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any
of its  subsidiaries  or  any  of its  respective  properties  may be  bound  or
affected,  any statute or any authorization,  judgment,  decree,  order, rule or
regulation of any court or any regulatory body,  administrative  agency or other
governmental body applicable to the Company or any of its subsidiaries or any of
their respective properties except for such conflicts, breaches or violations or
defaults which would not have a Material Adverse Effect.  No consent,  approval,
authorization  or other  order of any  court,  regulatory  body,  administrative
agency or other  governmental body is required for the execution and delivery of
this Agreement or the  consummation  of the  transactions  contemplated  by this
Agreement,  except  for  compliance  with  (i) the Act and  the  Blue  Sky  laws
applicable to the private  offering of the Notes by the Initial  Purchasers  and
(ii)  the  Exchange  Act and the TIA as  applicable  to the  shelf  registration
statement filed pursuant to the Registration Rights Agreement.

                    (j) Except as  disclosed  in the  Offering  Memorandum,  and
except  as to  defaults  which  individually  or in the  aggregate  would not be
material  to the  Company  and its  subsidiaries  taken as a whole,  neither the
Company nor any of its  subsidiaries is in violation or default of any provision
of  its  certificate  of  incorporation  or  bylaws,  or  other   organizational
documents,  or is in breach of or default with  respect to any  provision of any
agreement,  judgment,  decree, order, mortgage, deed of trust, lease, franchise,
license,  indenture,  permit  or other  instrument  to which it is a party or by
which it or any of its properties are bound;  and there does not exist any state
of facts which constitutes an event of default on the part of the Company or any
such  subsidiary as defined in such documents or which,  with notice or lapse of
time or both, would constitute such an event of default,  which event of default
would result in a Material Adverse Effect.

                    (k) There are no contracts or other documents required to be
described in the Offering Memorandum which have not been described or filed. The
contracts so described  in Offering  Memorandum  are in full force and effect on
the date hereof, except as would not have a Material Adverse Effect; and neither
the  Company  nor any of its  subsidiaries,  nor to the  best  of the  Company's
knowledge,  any  other  party  is in  breach  of or  default  under  any of such
contracts, except as would not have a Material Adverse Effect.

                    (l) Except as disclosed in the  Offering  Memorandum,  there
are no legal or governmental  actions,  suits or proceedings  pending or, to the
best of the Company's  knowledge,  threatened to which the Company or any of its
subsidiaries  is or may be a party or of which  property  owned or leased by the
Company  or any of its  subsidiaries  is or may be the  subject,  or  related to
environmental or  discrimination  matters,  which actions,  suits or proceedings
might,  individually  or in the  aggregate,  prevent  or  adversely  affect  the
Company's ability to consummate the transactions  contemplated by this Agreement
or  result  in a  Material  Adverse  Effect;  and no  labor  disturbance  by the
employees of the Company or any of its subsidiaries  exists or, to the Company's
knowledge,  is imminent which might be expected to result in a Material  Adverse
Effect. Neither the Company nor any of its subsidiaries is a party or subject to
the  provisions  of any material  injunction,  judgment,  decree or order of any
court, regulatory body, administrative agency or other governmental body.

                    (m) The Company or the  applicable  subsidiary  has good and
marketable  title to all the  properties  and assets  reflected  as owned in the
financial statements described herein (or elsewhere in the Offering Memorandum),
subject to no lien, mortgage,  pledge,  charge or encumbrance of any kind except
(i) those, if any,  reflected in such financial  statements (or elsewhere in the
Offering Memorandum),  or (ii) those which are not material in amount and do not
materially  adversely  affect  the  use  made  and  proposed  to be made of such
property  by the  Company and its  subsidiaries.  The Company or the  applicable
subsidiary holds its leased properties under valid and binding leases, with such
exceptions as are not materially  significant in relation to the business of the
Company.  Except as disclosed in the  Offering  Memorandum,  the Company owns or
leases all such properties as are necessary to its operations as now conducted.

                    (n) Since the  respective  dates as of which  information is
given  in the  Offering  Memorandum  other  than as set  forth  in the  Offering
Memorandum (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement):  (i) the Company and its subsidiaries have not incurred
any material  liabilities or  obligations,  indirect,  direct or contingent,  or
entered into any material  agreement  or other  transaction  which is not in the
ordinary course of business or which could result in a material reduction in the
future  earnings of the Company and its  subsidiaries;  (ii) the Company and its
subsidiaries  have not sustained any material  loss or  interference  with their
respective  businesses or properties from fire,  flood,  windstorm,  accident or
other calamity,  whether or not covered by insurance;  (iii) the Company has not
paid or  declared  any  dividends  or other  distributions  with  respect to its
capital  stock and the  Company and its  subsidiaries  are not in default in the
payment of principal or interest on any outstanding debt obligations; (iv) there
has not been any change in the  capital  stock or  indebtedness  material to the
Company and its subsidiaries  (other than in the ordinary course of business and
as otherwise  contemplated  by this  Agreement);  and (v) there has not been any
material  adverse change in the condition  (financial or  otherwise),  business,
properties,   results  of  operations  or  prospects  of  the  Company  and  its
subsidiaries taken as a whole.

                    (o) Except as disclosed in or  specifically  contemplated by
the  Offering  Memorandum,  the Company  and its  subsidiaries  have  sufficient
trademarks,  trade  names,  patent  rights,  mask works,  copyrights,  licenses,
approvals and  governmental  authorizations  to conduct their  businesses as now
conducted;  except for "Fine Host" and the Company's pear symbol, the expiration
of any trademarks, trade names, patent rights, mask works, copyrights, licenses,
approvals  or  governmental  authorizations  would not have a  material  adverse
effect  on  the  condition  (financial  or  otherwise),   business,  results  of
operations  or prospects of the Company and its  subsidiaries  taken as a whole;
and the Company  has no  knowledge  of any  material  infringement  by it or its
subsidiaries  of  trademark,  trade name  rights,  patent  rights,  mask  works,
copyrights,  licenses,  trade secret or other similar rights of others,  and the
Company  has no  knowledge  of any claim  being made  against the Company or its
subsidiaries  regarding  trademark,  trade name, patent,  mask work,  copyright,
license,  trade secret or other infringement which could have a material adverse
effect  on  the  condition  (financial  or  otherwise),   business,  results  of
operations or prospects of the Company and its subsidiaries taken as a whole.

                    (p) The Company has not been  advised,  and has no reason to
believe, that either it or any of its subsidiaries is not conducting business in
compliance with all applicable laws, rules and regulations of the  jurisdictions
in  which  it  is  conducting  business,   including,  without  limitation,  all
applicable local, state and federal  environmental laws and regulations;  except
where  failure to be so in  compliance  would not  result in a Material  Adverse
Effect.

                    (q) The Company and its subsidiaries have filed all federal,
state and foreign income and franchise tax returns required to be filed and have
paid all taxes shown as due thereon  other than those  being  contested  in good
faith and as to which adequate reserves have been  established;  and the Company
has no  knowledge of any tax  deficiency  which has been or might be asserted or
threatened  against the  Company or its  subsidiaries  which  could  result in a
Material Adverse Effect.

                    (r) The Company has not  distributed and will not distribute
prior to the Closing Date any offering  material in connection with the offering
and sale of the Notes  other  than the  Preliminary  Offering  Memorandum  dated
October 10, 1997, and the Offering Memorandum.

                    (s)  Each  of the  Company  and its  subsidiaries  maintains
insurance of the types and in amounts which the Company  believes to be adequate
for its business,  including,  but not limited to,  insurance  covering real and
personal  property owned or leased by the Company and its  subsidiaries  against
theft,  damage,  destruction,  acts of vandalism and all other risks customarily
insured against, all of which insurance is in full force and effect except where
the failure to maintain such insurance would not have a Material Adverse Effect.

                    (t) Neither the Company nor any of its  subsidiaries  has at
any time during the last five years (i) made any  unlawful  contribution  to any
candidate for foreign  office,  or failed to disclose fully any  contribution in
violation of law, or (ii) made any payment to any federal or state  governmental
officer or official, or other person charged with similar public or quasi-public
duties,  other than  payments  required or  permitted  by the laws of the United
States of any jurisdiction thereof.

                    (u) The Company has not taken and will not take, directly or
indirectly, any action designed to or that might be reasonably expected to cause
or  result in  stabilization  or  manipulation  of the price of the Notes or the
Common Stock underlying the Notes to facilitate the sale or resale of the Notes.

                    (v)  Neither the  Company  nor any of its  subsidiaries  has
violated any foreign,  federal, state or local law or regulation relating to the
protection  of human health and safety,  the  environment  or hazardous or toxic
substances or wastes,  pollutants or contaminants  ("Environmental Laws") or any
provisions of the Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA"), or the rules and regulations promulgated thereunder,  except for such
violations which, singly or in the aggregate,  would not have a Material Adverse
Effect.

                    (w)  There  are no  costs  or  liabilities  associated  with
Environmental  Laws  (including,  without  limitation,  any capital or operating
expenditures  required for clean-up,  closure of  properties or compliance  with
Environmental  Laws or any Authorization,  any related  constraints on operating
activities and any potential  liabilities to third parties) which would,  singly
or in the aggregate, have a Material Adverse Effect.

                    (x)  Each of the  Company  and  its  subsidiaries  has  such
permits, licenses, consents,  exemptions,  franchises,  authorizations and other
approvals  (each,  an  "Authorization")  of, and has made all  filings  with and
notices to, all  governmental  or  regulatory  authorities  and  self-regulatory
organizations and all courts and other tribunals,  including without limitation,
under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business,  except where
the failure to have any such  Authorization or to make any such filing or notice
would not, singly or in the aggregate, have a Material Adverse Effect. Each such
Authorization  is valid and in full force and effect and each of the Company and
its  subsidiaries  is in compliance in all material  respects with all the terms
and conditions thereof and with the rules and regulations of the authorities and
governing  bodies having  jurisdiction  with respect  thereto;  and no event has
occurred  (including,  without  limitation,  the  receipt of any notice from any
authority or  governing  body) which allows or, after notice or lapse of time or
both,   would  allow,   revocation,   suspension  or  termination  of  any  such
Authorization or results or, after notice or lapse of time or both, would result
in any other  impairment of the rights of the holder of any such  Authorization;
and such  Authorizations  contain no restrictions  that are unduly burdensome to
the Company or any of its  subsidiaries;  except  where such failure to be valid
and in full force and effect or to be in compliance,  the occurrence of any such
event or the  presence  of any such  restriction  would  not,  singly  or in the
aggregate, have a Material Adverse Effect.

                    (y) The  accountants,  Deloitte  &  Touche  LLP,  that  have
certified the financial  statements  and  supporting  schedules  included in the
Preliminary  Offering  Memorandum and the Offering  Memorandum  are  independent
public  accountants with respect to the Company,  as required by the Act and the
Exchange  Act.  The  historical  financial  statements,  together  with  related
schedules and notes,  set forth in the Preliminary  Offering  Memorandum and the
Offering  Memorandum  comply  as to  form  in all  material  respects  with  the
requirements applicable to registration statements on Form S-3 under the Act.

                    (z)  The  historical  financial  statements,  together  with
related  schedules  and notes forming part of the Offering  Memorandum  (and any
amendment or supplement  thereto),  present  fairly the  consolidated  financial
position, results of operations and changes in financial position of the Company
and its  subsidiaries  on the basis  stated in the  Offering  Memorandum  at the
respective  dates or for the  respective  periods  to  which  they  apply;  such
statements and related schedules and notes have been prepared in accordance with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved,  except as disclosed  therein;  and the other  financial  and
statistical  information and data set forth in the Offering  Memorandum (and any
amendment  or  supplement  thereto)  are, in all material  respects,  accurately
presented and prepared on a basis consistent with such financial  statements and
the books and records of the Company.

                    (aa) The  Company  is not and,  after  giving  effect to the
offering and sale of the Notes and the  application of the net proceeds  thereof
as described in the Offering Memorandum,  will not be, an "investment  company,"
as such term is defined in the Investment Company Act of 1940, as amended.

                    (bb) Neither the Company nor any of its subsidiaries nor any
agent  thereof  acting on the  behalf of them has  taken,  and none of them will
take,  any action that might cause this Agreement or the issuance or sale of the
Notes to violate Regulation G (12 C.F.R. Part 207), Regulation T (12 C.F.R. Part
220),  Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of
the Board of Governors of the Federal Reserve System.

                    (cc)   no   "nationally    recognized   statistical   rating
organization"  as such term is defined for purposes of Rule 436(g)(2)  under the
Act  (i) has  imposed  (or  has  informed  the  Company  that it is  considering
imposing) any condition  (financial or otherwise) on the Company's retaining any
rating  assigned  to the  Company or any  securities  of the Company or (ii) has
indicated to the Company that it is considering (a) the downgrading, suspension,
or withdrawal of, or any review for a possible change that does not indicate the
direction of the possible change in, any rating so assigned or (b) any change in
the outlook for any rating of the Company or any securities of the Company.

                    (dd) Each of the  Preliminary  Offering  Memorandum  and the
Offering Memorandum,  as of its date, contains all the information specified in,
and meeting the requirements of, Rule 144A(d)(4) under the Act.

                    (ee) When the Notes are issued  and  delivered  pursuant  to
this  Agreement,  the Notes will not be of the same class (within the meaning of
Rule 144A  under the Act) as any  security  of the  Company  that is listed on a
national  securities  exchange registered under Section 6 of the Exchange Act or
that is quoted in a United States automated inter-dealer quotation system.

                    (ff) No form of general  solicitation or general advertising
(as defined in Regulation D under the Act) was used by the Company or any of its
representatives (other than the Initial Purchasers, as to whom the Company makes
no  representation)  in  connection  with  the  offer  and  sale  of  the  Notes
contemplated hereby,  including, but not limited to, articles,  notices or other
communications  published  in any  newspaper,  magazine,  or  similar  medium or
broadcast over  television or radio,  or any seminar or meeting whose  attendees
have been  invited  by any  general  solicitation  or  general  advertising.  No
securities  of the same  class as the  Notes  have been  issued  and sold by the
Company within the six-month period immediately prior to the date hereof.

                    (gg) None of the  Company nor any of its  affiliates  or any
person acting on its or their behalf (other than the Initial  Purchasers,  as to
whom the  Company  makes no  representation)  has  engaged or will engage in any
directed  selling  efforts  within  the  meaning of  Regulation  S under the Act
("Regulation S") with respect to the Notes.

                    (hh) The Notes  offered and sold in reliance on Regulation S
have been and will be offered and sold only in offshore transactions.

                    (ii) The sale of the Notes  pursuant to  Regulation S is not
part of a plan or scheme to evade the registration provisions of the Act.

                    (jj) The Company and its  affiliates  and all persons acting
on its behalf (other than the Initial  Purchasers,  as to whom the Company makes
no  representation)  have  complied  with and  will  comply  with  the  offering
restrictions requirements of Regulation S in connection with the offering of the
Notes  outside the United  States and, in  connection  therewith,  the  Offering
Memorandum will contain the disclosure required by Rule 902(h).

                    (kk) The Company is a "reporting issuer", as defined in Rule
902 under the Act.

                    (ll) No registration  under the Act of the Notes is required
for the sale of the Notes to the Initial  Purchasers as  contemplated  hereby or
for the Exempt  Resales  assuming  the  accuracy of (i) the Initial  Purchasers'
representations  and warranties and agreements set forth in Section 7 hereof and
(ii) as to any Accredited  Institution,  the  representations and warranties and
agreements set forth in the Accredited  Investor  Letter  attached as Annex A to
the Offering Memorandum.

                    (mm) Each  certificate  signed by any officer of the Company
and delivered to the Initial  Purchasers  or counsel for the Initial  Purchasers
shall be  deemed to be a  representation  and  warranty  by the  Company  to the
Initial Purchasers as to the matters covered thereby.

                    The Company  acknowledges  that the Initial  Purchasers and,
for purposes of the opinions to be delivered to the Initial Purchasers  pursuant
to  Section  9  hereof,  counsel  to the  Company  and  counsel  to the  Initial
Purchasers   will  rely   upon  the   accuracy   and  truth  of  the   foregoing
representations and hereby consents to such reliance.

                    7. Initial Purchasers'  Representations and Warranties. Each
of the Initial Purchasers, severally and not jointly, represents and warrants to
the Company, and agrees that:

                    (a) Such Initial  Purchaser is either a QIB or an Accredited
Institution, in either case, with such knowledge and experience in financial and
business matters as is necessary in order to evaluate the merits and risks of an
investment in the Notes.

                    (b) Such Initial  Purchaser  (A) is not  acquiring the Notes
with a view  to any  distribution  thereof  or with  any  present  intention  of
offering or selling any of the Notes in a transaction that would violate the Act
or the securities laws of any state of the United States or any other applicable
jurisdiction and (B) will be reoffering and reselling the Notes only to (x) QIBs
in reliance  on the  exemption  from the  registration  requirements  of the Act
provided  by Rule  144A,  (y) not more  than ten  Accredited  Institutions  that
execute and deliver a letter containing certain  representations  and agreements
in the form attached as Annex A to the Offering  Memorandum  and (z) in offshore
transactions in reliance upon Regulation S under the Act.

                    (c) Such  Initial  Purchaser  agrees that no form of general
solicitation  or general  advertising  (within the meaning of Regulation D under
the  Act)  has  been or will be  used by such  Initial  Purchaser  or any of its
representatives  in  connection  with the offer  and sale of the Notes  pursuant
hereto, including, but not limited to, articles, notices or other communications
published  in any  newspaper,  magazine  or  similar  medium or  broadcast  over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising.

                    (d) Such Initial  Purchaser  agrees that, in connection with
Exempt Resales, such Initial Purchaser will solicit offers to buy the Notes only
from,  and will  offer to sell the  Notes  only to,  Eligible  Purchasers.  Each
Initial  Purchaser  further agrees that it will offer to sell the Notes only to,
and will solicit offers to buy the Notes only from (A) Eligible  Purchasers that
the Initial Purchasers reasonably believe are QIBs, (B) Accredited  Institutions
who make the representations contained in, and execute and return to the Initial
Purchasers,  a  certificate  in the form of  Annex A  attached  to the  Offering
Memorandum  and (C) Regulation S Purchasers,  in each case,  that agree that (x)
the Notes  purchased  by them may be resold,  pledged or  otherwise  transferred
within the time period  referred to under Rule 144(k)  (taking  into account the
provisions  of Rule 144(d)  under the Act, if  applicable)  under the Act, as in
effect on the date of the transfer of such Notes, only (I) to the Company or any
of its subsidiaries,  (II) to a person whom the seller reasonably  believes is a
QIB  purchasing for its own account or for the account of a QIB in a transaction
meeting  the  requirements  of Rule  144A  under the Act,  (III) in an  offshore
transaction  (as defined in Rule 902 under the Act) meeting the  requirements of
Rule 904 of the Act, (IV) in a transaction  meeting the requirements of Rule 144
under the Act, (V) to an Accredited  Institution  that,  prior to such transfer,
furnishes the Trustee a signed letter  containing  certain  representations  and
agreements  relating to the  registration  of transfer of such Note (the form of
which is substantially  the same as Annex A to the Offering  Memorandum) and, if
such transfer is in respect of an aggregate  principal amount of Notes less than
$250,000,  an opinion of counsel acceptable to the Company that such transfer is
in compliance with the Act, (VI) in accordance  with another  exemption from the
registration  requirements  of the Act (and  based  upon an  opinion  of counsel
acceptable  to the  Company)  or (VII)  pursuant  to an  effective  registration
statement and, in each case, in accordance  with the applicable  securities laws
of any state of the United States or any other  applicable  jurisdiction and (y)
they will  deliver to each person to whom such Notes or an  interest  therein is
transferred a notice substantially to the effect of the foregoing.

                    (e) None of such Initial Purchaser nor any of its affiliates
or any person  acting on its or their  behalf has  engaged or will engage in any
directed  selling efforts within the meaning of Regulation S with respect to the
Notes.

                    (f) The Notes  offered  and sold by such  Initial  Purchaser
pursuant  hereto in reliance on  Regulation  S have been and will be offered and
sold only in offshore transactions.

                    (g) The sale of the Notes  offered and sold by such  Initial
Purchaser  pursuant  hereto in reliance on Regulation S is not part of a plan or
scheme to evade the registration provisions of the Act.

                    (h) Such Initial Purchaser agrees that it has not offered or
sold and will not offer or sell the Notes in the United States or to, or for the
benefit or account of, a U.S. Person (other than a  distributor),  in each case,
as defined in Rule 902 under the Act (i) as part of its distribution at any time
and (ii)  otherwise  until 40 days  after the later of the  commencement  of the
offering  of the Notes  pursuant  hereto  and the  Closing  Date,  other than in
accordance  with  Regulation  S  of  the  Act  or  another  exemption  from  the
registration requirements of the Act. Such Initial Purchaser agrees that, during
such 40-day restricted  period, it will not cause any advertisement with respect
to the Notes  (including any "tombstone"  advertisement)  to be published in any
newspaper  or  periodical  or posted in any public  place and will not issue any
circular relating to the Notes,  except such  advertisements as are permitted by
and include the statements required by Regulation S.

                    (i)  Such  Initial  Purchaser  agrees  that,  at or prior to
confirmation  of a sale of  Notes by it to any  distributor,  dealer  or  person
receiving  a selling  concession,  fee or other  remuneration  during the 40-day
restricted  period  referred to in Rule 903(c)(2) under the Act, it will send to
such distributor,  dealer or person receiving a selling concession, fee or other
remuneration a confirmation or notice to substantially the following effect:

         "The  Notes  covered  hereby  have not been  registered  under the U.S.
         Securities Act of 1933, as amended (the "Securities  Act"), and may not
         be offered and sold within the United  States or to, or for the account
         or benefit of, U.S.  persons  (i) as part of your  distribution  at any
         time  or  (ii)  otherwise   until  40  days  after  the  later  of  the
         commencement  of the  Offering and the Closing  Date,  except in either
         case in accordance  with Regulation S under the Securities Act (or Rule
         144A or to Accredited Institutions in transactions that are exempt from
         the registration requirements of the Securities Act), and in connection
         with any subsequent sale by you of the Notes covered hereby in reliance
         on Regulation S during the period referred to above to any distributor,
         dealer  or  person  receiving  a  selling  concession,   fee  or  other
         remuneration,  you must deliver a notice to substantially the foregoing
         effect.  Terms  used  above  have  the  meanings  assigned  to  them in
         Regulation S."

                    (j) Such Initial  Purchaser  further  represents  and agrees
that (1) it has not  offered  or sold and  will not  offer or sell any  Notes to
persons  in the  United  Kingdom  prior to the  expiration  of the period of six
months  from the issue  date of the  Notes,  except to  persons  whose  ordinary
activities  involve  them  in  acquiring,  holding,  managing  or  disposing  of
investments  (as  principal  or agent) for the  purposes  of their  business  or
otherwise  in  circumstances  which have not  resulted and will not result in an
offer to the  public in the  United  Kingdom  within  the  meaning of the Public
Offers of Securities Regulations 1995, (ii) it has complied and will comply with
all  applicable  provisions of the  Financial  Services Act 1986 with respect to
anything done by it in relation to the Notes in, from or otherwise involving the
United  Kingdom and (iii) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with the
issuance of the Notes to a person who is of a kind described in Article 11(3) of
the  Financial  Services Act of 1986  (Investment  Advertisements)  (Exemptions)
Order 1996 or is a person to whom the document may otherwise  lawfully be issued
or passed on.

                    (k) Such  Initial  Purchaser  agrees that it will not offer,
sell or deliver any of the Notes in any  jurisdiction  outside the United States
except under  circumstances  that will result in compliance  with the applicable
laws  thereof,  and that it will  take at its own  expense  whatever  action  is
required to permit its purchase  and resale of the Notes in such  jurisdictions.
Such  Initial  Purchaser  understands  that no action has been taken to permit a
public offering in any jurisdiction outside the United States where action would
be required for such purpose.

                  The Initial  Purchasers  acknowledge that the Company and, for
purposes of the opinions to be delivered to each Initial  Purchaser  pursuant to
Section 9 hereof,  counsel to the Company and counsel to the Initial  Purchasers
will rely upon the accuracy and truth of the foregoing  representations  and the
Initial Purchasers hereby consent to such reliance.

                  8.       Indemnification.

                    (a) The Company  agrees to indemnify  and hold harmless each
Initial  Purchaser,  its  directors  and officers  and each person,  if any, who
controls such Initial  Purchaser  within the meaning of Section 15 of the Act or
Section 20 of the  Exchange  Act,  from and against any and all losses,  claims,
damages, liabilities and judgments (including,  without limitation, any legal or
other  expenses  incurred in  connection  with  investigating  or defending  any
matter,  including any action, that could give rise to any such losses,  claims,
damages,  liabilities  or judgments)  caused by any untrue  statement or alleged
untrue statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement  thereto),  the Preliminary  Offering  Memorandum or any
Rule 144A  Information  provided  by the  Company to any  holder or  prospective
purchaser of Notes pursuant to Section 5(h) or caused by any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not  misleading,  except  insofar as such losses,  claims,
damages,  liabilities  or judgments  are caused by any such untrue  statement or
omission or alleged untrue statement or omission based upon information relating
to the Initial  Purchaser  furnished  in writing to the Company by such  Initial
Purchaser.  The Company  acknowledges  that the  statements set forth in (i) the
last paragraph of the cover page, (ii) the first paragraph on page ii, (iii) the
fourth  and fifth  sentences  of the first  paragraph  under the  caption  "Risk
Factors--Absence  of  Existing  Market for  Notes"  and (iv) the  entire  fourth
paragraph,  the second  sentence of the fifth  paragraph and the entire eleventh
paragraph  under  the  caption  "Plan  of  Distribution"  in  each  case  in the
Preliminary Offering Memorandum and the Offering Memorandum  constitute the only
such information.  The foregoing indemnity shall not inure to the benefit of any
Initial  Purchaser on account of any losses,  claims,  damages,  liabilities  or
judgments  arising from the sale of the Notes by such  Initial  Purchaser to any
person if a copy of the Offering  Memorandum (as  supplemented or amended) shall
not have  been  delivered  or sent to such  person  at or  prior to the  written
confirmation  of the initial  resale of such Notes to such person and the untrue
statement or omission  contained in such  Preliminary  Offering  Memorandum  was
corrected in the Offering Memorandum (as supplemented or amended), provided that
the Company has delivered the Offering  Memorandum (as  supplemented or amended)
to the Initial Purchasers in requisite quantity on a timely basis to permit such
delivery or sending.

                    (b)  Each  Initial  Purchaser  agrees,   severally  and  not
jointly,  to indemnify  and hold  harmless the Company,  and its  directors  and
officers and each person, if any, who controls (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act) the Company, to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers but only with
reference to information relating to such Initial Purchaser furnished in writing
to the Company by such Initial  Purchaser  expressly for use in the  Preliminary
Offering Memorandum or the Offering Memorandum.

                    (c) In case any  action  shall be  commenced  involving  any
person in respect of which  indemnity may be sought  pursuant to Section 8(a) or
8(b) (the "indemnified  party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the  "indemnifying  party") in
writing  and the  indemnifying  party shall  assume the defense of such  action,
including the employment of counsel  reasonably  satisfactory to the indemnified
party and the  payment of all fees and  expenses  of such  counsel,  as incurred
(except  that in the case of any  action in respect  of which  indemnity  may be
sought pursuant to both Sections 8(a) and 8(b), the Initial Purchasers shall not
be required to assume the defense of such action  pursuant to this Section 8(c),
but may employ separate counsel and participate in the defense thereof,  but the
fees and expenses of such  counsel,  except as provided  below,  shall be at the
expense of the Initial  Purchasers).  Any indemnified party shall have the right
to employ  separate  counsel in any such action and  participate  in the defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
the indemnified  party unless (i) the employment of such counsel shall have been
specifically   authorized  in  writing  by  the  indemnifying  party,  (ii)  the
indemnifying  party  shall have  failed to assume the  defense of such action or
employ counsel  reasonably  satisfactory to the  indemnified  party or (iii) the
named parties to any such action (including any impleaded  parties) include both
the indemnified  party and the  indemnifying  party,  and the indemnified  party
shall  have been  advised  by such  counsel  that there may be one or more legal
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying  party (in which case the indemnifying party shall
not have the  right to  assume  the  defense  of such  action  on  behalf of the
indemnified  party).  In any such case,  the  indemnifying  party  shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstances,  be liable for the fees and  expenses  of more than one  separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses  shall be reimbursed  as they are incurred.  Such
firm shall be designated in writing by DLJ on behalf of the Initial  Purchasers,
in the case of the  parties  indemnified  pursuant to Section  8(a),  and by the
Company,  in the case of  parties  indemnified  pursuant  to Section  8(b).  The
indemnifying  party shall indemnify and hold harmless the indemnified party from
and against any and all losses,  claims,  damages,  liabilities and judgments by
reason of any settlement of any action (i) effected with the written  consent of
the  indemnifying  party or (ii)  effected  without the  written  consent of the
indemnifying  party if the settlement is entered into more than twenty  business
days  after the  indemnifying  party  shall  have  received  a request  from the
indemnified party for reimbursement for the fees and expenses of counsel (in any
case where such fees and expenses are at the expense of the indemnifying  party)
and, prior to the date of such  settlement,  the  indemnifying  party shall have
failed to comply with such reimbursement  request.  No indemnifying party shall,
without  the  prior  written  consent  of  the  indemnified  party,  effect  any
settlement  or  compromise  of, or consent to the entry of judgment with respect
to, any pending or threatened  action in respect of which the indemnified  party
is or could have been a party and indemnity or contribution may be or could have
been  sought  hereunder  by  the  indemnified  party,  unless  such  settlement,
compromise or judgment (i) includes an unconditional  release of the indemnified
party  from all  liability  on claims  that are or could  have been the  subject
matter  of such  action  and  (ii)  does not  include  a  statement  as to or an
admission  of fault,  culpability  or a failure  to act,  by or on behalf of the
indemnified party.

                    (d) To the extent the  indemnification  provided for in this
Section 8 is unavailable to an indemnified  party or  insufficient in respect of
any losses, claims, damages,  liabilities or judgments referred to therein, then
each indemnifying  party, in lieu of indemnifying such indemnified  party, shall
contribute to the amount paid or payable by such  indemnified  party as a result
of  such  losses,  claims,  damages,  liabilities  and  judgments  (i)  in  such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company,  on the one hand, and the Initial Purchasers on the other hand from the
offering of the Notes or (ii) if the allocation provided by clause 8(d)(i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits  referred to in clause 8(d)(i) above but
also the  relative  fault  of the  Company,  on the one  hand,  and the  Initial
Purchasers,  on the other hand, in connection  with the  statements or omissions
which resulted in such losses,  claims,  damages,  liabilities or judgments,  as
well as any other  relevant  equitable  considerations.  The  relative  benefits
received by the Company,  on the one hand,  and the Initial  Purchasers,  on the
other  hand,  shall be  deemed  to be in the same  proportion  as the  total net
proceeds from the offering of the Notes (before deducting  expenses) received by
the Company,  and the total  discounts and  commissions  received by the Initial
Purchasers  bear to the total price to investors  of the Notes,  in each case as
set  forth in the  table  on the  cover  page of the  Offering  Memorandum.  The
relative fault of the Company, on the one hand, and the Initial  Purchasers,  on
the other hand, shall be determined by reference to, among other things, whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company, on the one hand, or the Initial Purchasers,  on the other hand, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.

                    The Company and the Initial  Purchasers  agree that it would
not be just and  equitable  if  contribution  pursuant to this Section 8(d) were
determined by pro rata allocation  (even if the Initial  Purchasers were treated
as one entity for such purpose) or by any other method of allocation  which does
not take account of the equitable  considerations referred to in the immediately
preceding  paragraph.  The amount paid or payable by an  indemnified  party as a
result of the losses, claims,  damages,  liabilities or judgments referred to in
the immediately  preceding paragraph shall be deemed to include,  subject to the
limitations  set forth  above,  any  legal or other  expenses  incurred  by such
indemnified  party in  connection  with  investigating  or defending any matter,
including  any  action,  that  could have  given  rise to such  losses,  claims,
damages,  liabilities  or  judgments.  Notwithstanding  the  provisions  of this
Section 8, the Initial Purchasers shall not be required to contribute any amount
in excess of the amount by which the total discounts and commissions received by
such  Initial  Purchasers  exceeds the amount of any  damages  which the Initial
Purchasers  have  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.  The Initial Purchasers' obligations to contribute
pursuant  to this  Section  8(d) are  several in  proportion  to the  respective
principal amount of Notes purchased by each of the Initial Purchasers  hereunder
and not joint.

                    (e) The  remedies  provided  for in this  Section  8 are not
exclusive  and shall not limit any rights or  remedies  which may  otherwise  be
available to any indemnified party at law or in equity.

                    9.  Conditions  of  Initial  Purchasers'  Obligations.   The
obligations of the Initial Purchasers to purchase the Notes under this Agreement
are subject to the satisfaction of each of the following conditions:

                    (a) All the  representations  and  warranties of the Company
contained in this  Agreement  shall be true and correct on the Closing  Date, in
the  case of  Initial  Notes,  or on the  Option  Closing  Date,  in the case of
Additional  Notes, in each case with the same force and effect as if made on and
as of such date.

                    (b) On or after the date  hereof,  (i) there  shall not have
occurred any downgrading, suspension or withdrawal of, nor shall any notice have
been given of any  potential or intended  downgrading,  suspension or withdrawal
of, or of any review (or of any  potential  or  intended  review) for a possible
change that does not  indicate  the  direction  of the  possible  change in, any
rating of the  Company or any  securities  of the  Company  (including,  without
limitation,  the placing of any of the  foregoing  ratings on credit  watch with
negative or developing implications or under review with an uncertain direction)
by any "nationally  recognized  statistical rating organization" as such term is
defined for purposes of Rule 436(g)(2)  under the Act, (ii) there shall not have
occurred  any change,  nor shall any notice have been given of any  potential or
intended change,  in the outlook for any rating of the Company or any securities
of the  Company  by any  such  rating  organization  and  (iii)  no such  rating
organization  shall have given notice that it has  assigned  (or is  considering
assigning)  a lower  rating  to the Notes  than  that on which  the  Notes  were
marketed.

                    (c) Since the  respective  dates as of which  information is
given  in the  Offering  Memorandum  other  than as set  forth  in the  Offering
Memorandum (exclusive of any amendments or supplements thereto subsequent to the
date of this  Agreement),  (i) there shall not have  occurred  any change or any
development  involving  a  prospective  change in the  condition,  financial  or
otherwise,  or the earnings,  business,  management or operations of the Company
and its  subsidiaries,  taken as a whole,  (ii)  there  shall  not have been any
change or any development involving a prospective change in the capital stock or
in the  long-term  debt of the  Company  or any of its  subsidiaries  and  (iii)
neither  the  Company  nor  any of its  subsidiaries  shall  have  incurred  any
liability or obligation,  direct or contingent, the effect of which, in any such
case  described in clause  9(c)(i),  9(c)(ii) or 9(c)(iii),  in your  reasonable
judgment,  is material and adverse and, in your  reasonable  judgment,  makes it
impracticable to market the Notes on the terms and in the manner contemplated in
the Offering Memorandum.

                    (d) You shall have received on the Closing Date, in the case
of Initial  Notes,  or on the Option  Closing  Date,  in the case of  Additional
Notes,  a  certificate  dated as of such date,  signed by the  President and the
Chief  Financial  Officer of the  Company,  confirming  the matters set forth in
Sections 9(a) and 9(b) and stating that the Company has complied in all material
respects with all the agreements  and satisfied in all material  respects all of
the conditions herein contained and required to be complied with or satisfied on
or prior to the Closing Date or the Option Closing Date, as the case may be.

                    (e) You shall have received on the Closing Date, in the case
of Initial  Notes,  and on the Option  Closing  Date,  in the case of Additional
Notes, an opinion  (satisfactory to you and counsel for the Initial Purchasers),
dated as of such date, of Willkie Farr & Gallagher,  counsel for the Company, to
the effect that:

                                    (i) the Company has been duly  incorporated,
                  is validly  existing as a corporation  in good standing  under
                  the  laws of its  jurisdiction  of  incorporation  and has the
                  corporate  power and  authority  to carry on its  business  as
                  described in the  Offering  Memorandum  and to own,  lease and
                  operate its properties;

                                    (ii) each of the Company and its Significant
                  Subsidiaries  is duly  qualified  and is in good standing as a
                  foreign   corporation   authorized  to  do  business  in  each
                  jurisdiction  in  which  the  nature  of its  business  or its
                  ownership or leasing of property requires such  qualification,
                  except where the failure to be so  qualified  would not have a
                  Material Adverse Effect;

                                    (iii) all the outstanding  shares of capital
                  stock of the  Company  have been duly  authorized  and validly
                  issued and are fully paid,  non-assessable  and not subject to
                  any preemptive or similar rights;

                                    (iv)  all  of  the  outstanding   shares  of
                  capital   stock   of   each  of  the   Company's   Significant
                  Subsidiaries  have been duly authorized and validly issued and
                  are  fully  paid  and  non-assessable,  and are  owned  by the
                  Company, free and clear of any Lien;

                                    (v) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                                    (vi) the Indenture has been duly authorized,
                  executed and  delivered  by the Company and,  assuming the due
                  authorization, valid execution and delivery by the Trustee, is
                  a valid and  binding  agreement  of the  Company,  enforceable
                  against the Company in accordance with its terms except as (x)
                  the  enforceability  thereof  may be  limited  by  bankruptcy,
                  insolvency  or  similar  laws  affecting   creditors'   rights
                  generally,  (y) rights of acceleration and the availability of
                  equitable  remedies may be limited by equitable  principles of
                  general  applicability  and  (z)  to  provisions  relating  to
                  indemnities or contribution,  as to each of which such counsel
                  need express no opinion;

                                    (vii)  the Notes  have been duly  authorized
                  and, when executed and  authenticated  in accordance  with the
                  provisions  of the  Indenture and delivered to and paid for by
                  the Initial  Purchasers in  accordance  with the terms of this
                  Agreement and the Indenture,  will be entitled to the benefits
                  of the Indenture and will be valid and binding  obligations of
                  the  Company,  enforceable  against the Company in  accordance
                  with their terms except as (x) the enforceability  thereof may
                  be limited by bankruptcy, insolvency or similar laws affecting
                  creditors' rights generally and (y) rights of acceleration and
                  the  availability  of  equitable  remedies  may be  limited by
                  equitable principles of general  applicability,  as to each of
                  which such counsel need express no opinion;

                                    (viii) the Registration Rights Agreement has
                  been duly  authorized,  executed and  delivered by the Company
                  and,  assuming  the due  authorization,  valid  execution  and
                  delivery  by each of the  Initial  Purchasers,  is a valid and
                  binding  agreement  of the  Company,  enforceable  against the
                  Company  in  accordance  with  its  terms  except  as (x)  the
                  enforceability   thereof   may  be  limited   by   bankruptcy,
                  insolvency  or  similar  laws  affecting   creditors'   rights
                  generally,  (y) rights of acceleration and the availability of
                  equitable  remedies may be limited by equitable  principles of
                  general  applicability  and  (z)  to  provisions  relating  to
                  indemnities or contribution,  as to each of which such counsel
                  need express no opinion;

                                    (ix) the  shares of Common  Stock  initially
                  issuable upon  conversion of the Notes in accordance  with the
                  Indenture have been duly  authorized and reserved for issuance
                  upon such  conversion  and, when issued upon such  conversion,
                  will  be  validly  issued  by  the  Company,  fully  paid  and
                  nonassessable;  and the  stockholders  of the Company  have no
                  preemptive   rights  under  the   Company's   certificate   of
                  incorporation  with  respect  to the  Notes or the  shares  of
                  Common Stock issuable upon conversion of the Notes;

                                    (x)  the   statements   under  the  captions
                  "Description of Credit Facility" and "Description of Notes" in
                  the Offering Memorandum, insofar as such statements constitute
                  a  summary  of the legal  matters,  documents  or  proceedings
                  referred to therein,  fairly present in all material  respects
                  such legal matters, documents and proceedings;

                                    (xi) the execution, delivery and performance
                  of this  Agreement  and the other  Operative  Documents by the
                  Company,  the  compliance  by the Company with all  provisions
                  hereof and thereof and the  consummation  of the  transactions
                  contemplated  hereby  and  thereby  will not (i)  require  any
                  consent,  approval,   authorization  or  other  order  of,  or
                  qualification  with, any court or governmental  body or agency
                  (except such as may be required  under the  securities or Blue
                  Sky  laws of the  various  states  and,  with  respect  to the
                  Registration   Statement,  as  required  under  the  Act,  the
                  Exchange Act and the TIA),  (ii) conflict with or constitute a
                  breach  of any of the  terms or  provisions  of,  or a default
                  under, (a) the charter or by-laws of the Company or any of its
                  Significant Subsidiaries or (b) any indenture, loan agreement,
                  mortgage,  lease  or other  agreement  or  instrument  that is
                  material  to the  Company  and its  subsidiaries,  taken  as a
                  whole,  to which the Company or any of its  subsidiaries  is a
                  party or by which the  Company or any of its  subsidiaries  or
                  their respective  property is bound, (iii) violate or conflict
                  with any  applicable  law or any rule,  regulation,  judgment,
                  order  or  decree  of any  court or any  governmental  body or
                  agency  having  jurisdiction  over  the  Company,  any  of its
                  Significant Subsidiaries or their respective property, or (iv)
                  result in the  imposition or creation of (or the obligation to
                  create or impose) a Lien under, any agreement or instrument to
                  which the Company or any of its Significant  Subsidiaries is a
                  party  or by  which  the  Company  or any  of its  Significant
                  Subsidiaries or their  respective  property is bound,  except,
                  with  respect to clauses  (i),  (ii) (b),  (iii) and (iv),  as
                  would not result in a Material Adverse Effect;

                                    (xii)   to  the   best  of  such   counsel's
                  knowledge,  neither  the  Company  nor any of its  Significant
                  Subsidiaries  is in  violation  of its  respective  charter or
                  by-laws;

                                    (xiii)  such  counsel  does  not know of any
                  legal or  governmental  proceedings  pending or  threatened to
                  which the Company or any of its Significant Subsidiaries is or
                  could be a party or to which any of their respective  property
                  is or could be subject,  which is reasonably likely to result,
                  singly or in the aggregate, in a Material Adverse Effect;

                                    (xiv) the Company is not and,  after  giving
                  effect  to  the  offering  and  sale  of  the  Notes  and  the
                  application  of the net  proceeds  thereof as described in the
                  Offering  Memorandum,  will not be, an "investment company" as
                  such term is defined in the Investment Company Act of 1940, as
                  amended;

                                    (xv) to the best of such counsel's knowledge
                  except as disclosed in the Offering  Memorandum,  there are no
                  contracts,  agreements or  understandings  between the Company
                  and any person  granting  such person the right to require the
                  Company to file a  registration  statement  under the Act with
                  respect to any  securities  of the  Company or to require  the
                  Company to include such securities  with the Notes  registered
                  pursuant to any Registration Statement;

                                    (xvi) the  Indenture  complies as to form in
                  all material  respects with the  requirements  of the TIA, and
                  the rules and  regulations of the Commission  applicable to an
                  indenture  which  is  qualified  thereunder  except  that  the
                  Indenture  will not be so  qualified.  It is not  necessary in
                  connection  with the offer,  sale and delivery of the Notes to
                  the  Initial  Purchasers  in the manner  contemplated  by this
                  Agreement or in connection  with the Exempt Resales to qualify
                  the Indenture under the TIA;

                                    (xvii) no registration  under the Act of the
                  Notes is  required  for the sale of the  Notes to the  Initial
                  Purchasers as contemplated by this Agreement or for the Exempt
                  Resales assuming that (i) each Initial  Purchaser is a QIB, an
                  Accredited  Institution or a Regulation S Purchaser,  (ii) the
                  accuracy  of, and  compliance  with,  the Initial  Purchasers'
                  representations and agreements  contained in Section 7 of this
                  Agreement,  (iii) the  compliance  with,  and accuracy of, the
                  agreements  and  representations  of the  Company set forth in
                  Sections 5(h) and (m) and 6(ee),  (ff), (gg), (hh), (ii), (jj)
                  and (kk) of this Agreement and (iv) with respect to Accredited
                  Institutions, the accuracy of the representations made by each
                  such  Accredited  Institution  as set  forth in the  letter of
                  representation  executed by such Accredited Institution in the
                  form of Annex A to the Offering Memorandum.

                    In  addition,  such  counsel  shall  state  that  they  have
participated  in  conferences  with  officers and other  representatives  of the
Company,  representatives of the independent certified public accountants of the
Company  and the Initial  Purchasers  at which the  contents of the  Preliminary
Offering  Memorandum and the Offering  Memorandum  and any amendment  thereof or
supplement thereto and related matters were discussed and, although such counsel
has not undertaken to investigate or verify  independently,  and does not assume
any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Preliminary  Offering Memorandum and the Offering Memorandum or
any  amendment  thereof or  supplement  thereto,  on the basis of the  foregoing
(relying as to  materiality  to the extent such  counsel has deemed  appropriate
upon the  opinions of officers and other  representatives  of the  Company),  no
facts have come to the attention of such counsel that would lead them to believe
that the Offering Memorandum as of its date or as of the date hereof,  contained
or  contains  any untrue  statement  of a material  fact or omitted to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading (it being understood that in each such case such counsel expresses no
belief or opinion with respect to the  financial  statements  and  schedules and
other financial or statistical data included therein).

                    The opinion of Willkie Farr & Gallagher described in Section
9(e) above  shall be  rendered to you at the request of the Company and shall so
state therein.

                    (f)  The  Initial  Purchasers  shall  have  received  on the
Closing Date, in the case of Initial  Notes,  or on the Option  Closing Date, in
the case of  Additional  Notes,  an opinion,  dated as of such date, of Latham &
Watkins,  counsel for the Initial Purchasers,  in form and substance  reasonably
satisfactory to the Initial Purchasers.

                    (g) The Initial Purchasers shall have received,  at the time
this  Agreement  is executed and at the Closing  Date and Option  Closing  Date,
letters dated the date hereof,  the Closing Date or the Option  Closing Date, as
the case may be, in form and substance  satisfactory  to the Initial  Purchasers
from  Deloitte & Touche LLP,  independent  public  accountants,  containing  the
information  and  statements  of the type  ordinarily  included in  accountants'
"comfort  letters"  to the  Initial  Purchasers  with  respect to the  financial
statements  and  certain  financial   information   contained  in  the  Offering
Memorandum.

                    (h) The  Notes  shall  have  been  approved  by the NASD for
trading and duly listed in PORTAL.

                    (i)  The   Initial   Purchasers   shall   have   received  a
counterpart,  conformed  as  executed,  of the  Indenture  which shall have been
entered into by the Company and the Trustee.

                    (j) The Company shall have executed the Registration  Rights
Agreement  and the Initial  Purchasers  shall have  received  an  original  copy
thereof, duly executed by the Company.

                    (k) The Company shall have received from  BankBoston,  N.A.,
and from each  lender  under the  Company's  Fourth  Amended and  Restated  Loan
Agreement  dated as of June 30, 1997, an irrevocable  consent to the offering of
the Notes and shall deliver a copy of such consent to the Initial Purchasers.

                    (l) The  Company  shall  not have  failed at or prior to the
Closing Date, in the case of Initial Notes, or at or prior to the Option Closing
Date,  in the case of  Additional  Notes,  to perform or comply in any  material
respect with any of the agreements herein contained and required to be performed
or complied  with by the  Company at or prior to the Closing  Date or the Option
Closing Date, as the case may be.

                    10.   Effectiveness  of  Agreement  and  Termination.   This
Agreement  shall  become  effective  upon the  execution  and  delivery  of this
Agreement by the parties hereto.

                  This  Agreement  may be  terminated at any time on or prior to
the Closing Date by the Initial  Purchasers by written  notice to the Company if
any of the following has occurred: (i) any outbreak or escalation of hostilities
or other  national  or  international  calamity  or crisis or change in economic
conditions or in the financial  markets of the United States or elsewhere  that,
in the Initial Purchasers' judgment, is material and adverse and, in the Initial
Purchasers'  judgment,  makes it  impracticable to market the Notes on the terms
and in the manner contemplated in the Offering  Memorandum,  (ii) the suspension
or material  limitation of trading in securities or other instruments on the New
York Stock Exchange,  the American Stock Exchange,  the Chicago Board of Options
Exchange,  the Chicago  Mercantile  Exchange,  the Chicago Board of Trade or the
Nasdaq  National  Market  or  limitation  on  prices  for  securities  or  other
instruments  on any such  exchange  or the  Nasdaq  National  Market,  (iii) the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter  market,  (iv)  the  enactment,  publication,  decree  or other
promulgation of any federal or state statute,  regulation,  rule or order of any
court or other  governmental  authority  which in your  opinion  materially  and
adversely  affects,  or will  materially  and  adversely  affect,  the business,
prospects,  financial  condition or results of operations of the Company and its
subsidiaries,  taken as a whole, (v) the declaration of a banking  moratorium by
either federal or New York State authorities or (vi) the taking of any action by
any federal,  state or local  government or agency in respect of its monetary or
fiscal  affairs  which in your  opinion  has a  material  adverse  effect on the
financial markets in the United States.

                  If on the  Closing  Date  any  one  or  more  of  the  Initial
Purchasers  shall  fail or refuse to  purchase  the Notes  which it or they have
agreed to purchase hereunder on such date and the aggregate  principal amount of
the Notes which such defaulting Initial Purchaser or Initial Purchasers,  as the
case may be, agreed but failed or refused to purchase is not more than one-tenth
of the aggregate  principal  amount of the Notes to be purchased on such date by
all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated
severally,  in the proportion  which the principal amount of the Notes set forth
opposite its name in Schedule B bears to the aggregate  principal  amount of the
Notes which all the non-defaulting Initial Purchasers,  as the case may be, have
agreed to purchase,  or in such other proportion as you may specify, to purchase
the Notes which such defaulting Initial Purchaser or Initial Purchasers,  as the
case may be,  agreed but failed or refused to  purchase  on such date;  provided
that in no event  shall the  aggregate  principal  amount of the Notes which any
Initial  Purchaser  has  agreed  to  purchase  pursuant  to  Section 2 hereof be
increased  pursuant to this  Section 10 by an amount in excess of  one-ninth  of
such principal  amount of the Notes without the written  consent of such Initial
Purchaser.  If on the Closing Date any Initial  Purchaser or Initial  Purchasers
shall fail or refuse to purchase the Notes and the aggregate principal amount of
the Notes with  respect to which such default  occurs is more than  one-tenth of
the  aggregate  principal  amount of the Notes to be  purchased  by all  Initial
Purchasers  and  arrangements  satisfactory  to the Initial  Purchasers  and the
Company  for  purchase of such the Notes are not made within 48 hours after such
default,  this  Agreement will  terminate  without  liability on the part of any
non-defaulting  Initial  Purchaser and the Company.  In any such case which does
not result in  termination  of this  Agreement,  either you or the Company shall
have the right to  postpone  the Closing  Date,  but in no event for longer than
seven  days,  in order  that  the  required  changes,  if any,  in the  Offering
Memorandum or any other  documents or arrangements  may be effected.  Any action
taken under this paragraph  shall not relieve any defaulting  Initial  Purchaser
from  liability  in respect of any default of any such Initial  Purchaser  under
this Agreement.

                    11.  Miscellaneous.  Notices given pursuant to any provision
of this Agreement shall be addressed as follows:  (i) if to the Company, to Fine
Host  Corporation,  3  Greenwich  Office  Park,  Greenwich,  Connecticut  06831,
Attention:  General  Counsel and (ii) if to the Initial  Purchasers,  Donaldson,
Lufkin & Jenrette  Securities  Corporation,  277 Park Avenue, New York, New York
10172, Attention:  Syndicate Department, or in any case to such other address as
the person to be notified may have requested in writing.

                  The   respective   indemnities,    contribution    agreements,
representations,  warranties and other statements of the Company and the Initial
Purchasers  set  forth  in or made  pursuant  to  this  Agreement  shall  remain
operative and in full force and effect, and will survive delivery of and payment
for the Notes,  regardless  of (i) any  investigation,  or  statement  as to the
results thereof, made by or on behalf of the Initial Purchasers, the officers or
directors  of  the  Initial  Purchasers,  any  person  controlling  the  Initial
Purchasers, the Company, the officers or directors of the Company, or any person
controlling  the  Company,  (ii)  acceptance  of the Notes and  payment for them
hereunder and (iii) termination of this Agreement.

                  If for any reason the Notes are not  delivered by or on behalf
of the Company as provided  herein (other than as a result of any termination of
this  Agreement  pursuant  to  Section 10 or any  material  breach by an Initial
Purchaser not  otherwise  cured  pursuant to Section 10), the Company  agrees to
reimburse the Initial  Purchasers  for all  out-of-pocket  expenses  incurred by
them.  Notwithstanding  any termination of this Agreement,  the Company shall be
liable for all  expenses  which it has agreed to pay  pursuant  to Section  5(i)
hereof.  The Company also agrees to  reimburse  the Initial  Purchasers  and its
officers,  directors and each person, if any, who controls any Initial Purchaser
within the  meaning of Section 15 of the Act or Section 20 of the  Exchange  Act
for any and all fees and expenses  (including  without  limitation  the fees and
expenses of counsel)  incurred by them in connection with enforcing their rights
under this Agreement (including without limitation its rights under this Section
11).

                  Except as otherwise  provided,  this Agreement has been and is
made  solely  for the  benefit  of and shall be binding  upon the  Company,  the
Initial  Purchasers,   the  Initial  Purchasers'  directors  and  officers,  any
controlling  persons referred to herein,  the directors of the Company and their
respective  successors  and assigns,  all as and to the extent  provided in this
Agreement,  and no other  person  shall  acquire  or have any right  under or by
virtue of this Agreement.  The term "successors and assigns" shall not include a
purchaser of any of the Notes from the Initial Purchasers merely because of such
purchase.

                  This  Agreement  shall be governed and construed in accordance
with the laws of the State of New York.

                  This  Agreement  may be signed in various  counterparts  which
together shall constitute one and the same instrument.



<PAGE>



                    Please  confirm that the foregoing  correctly sets forth the
agreement among the Company and the Initial Purchasers.


                                                          Very truly yours,

                                                          Fine Host Corporation



                                       By:__________________________
                                      Name:
                                     Title:

Donaldson, Lufkin & Jenrette
     Securities Corporation


By:__________________________
     Name:
     Title:


NationsBanc Montgomery
     Securities, Inc.


By:__________________________
     Name:
     Title:


Smith Barney Inc.


By:__________________________
     Name:
     Title:


Piper Jaffray Inc.


By:__________________________
     Name:
     Title:





<PAGE>


                                       S-2
                                   SCHEDULE A


                                         Principal Amount
Initial Purchaser .....................      of Notes

Donaldson, Lufkin & Jenrette
    Securities Corporation ............   $ 43,750,000
NationsBanc Montgomery Securities, Inc.   $ 43,750,000
Smith Barney Inc. .....................   $ 43,750,000
Piper Jaffray Inc. ....................   $ 43,750,000
                                           -----------
         Total ........................   $175,000,000
                                           ===========



<PAGE>


                                   SCHEDULE B

                            Significant Subsidiaries



1.       Best, Inc.



<PAGE>




                                    EXHIBIT A

                      Form of Registration Rights Agreement