THIRD AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              FINE HOST CORPORATION
                          NORTHWEST FOOD SERVICE, INC.
                                       AND
                                ROBERT F. BARNEY



         This Amendment to Employment Agreement is entered as of this 28th day
of May 1998,  by and among Fine Host  Corporation  ("Fine  Host"),  Northwest
Food Service, Inc. (the "Company"), and Robert F. Barney (the "Executive").

         WHEREAS,  Fine Host, the Company, and the Executive are parties to that
certain  Employment  Agreement  made as of June 30, 1995,  as amended on July 1,
1996 and  further  amended  on March  17,  1997  (collectively  the  "Employment
Agreement"); and

         WHEREAS,  capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Employment Agreement; and

         WHEREAS, the parties wish to modify and amend certain provisions of the
Agreement.

         NOW,  THEREFORE,  the parties  intending to be legally  bound  thereby,
mutually agree as follows:

         1.       Section 1.  Employment.  Add the following:

                  Notwithstanding the foregoing,  as of July 1, 1998,  Executive
                  shall be required to devote  one-half of his business  time to
                  Company  affairs,  reporting  directly to Mark Simkiss - Group
                  President   Education  and  Business   Dining  of  Fine  Host.
                  Accordingly,  Executive hereby relinquishes his title as Group
                  President - Education and Business Dining. As of July 1, 1998,
                  Executive  shall not be  required  to work from the  Company's
                  Greenwich,  Connecticut office although Executive  understands
                  and  agrees  that  he may be  required  to  travel  there  and
                  elsewhere from time to time for business  reasons.  Executives
                  principal  offices shall be located in Saratoga  Springs,  New
                  York and Ketchum, Idaho as of July 1, 1998.


<PAGE>



         2.       Section 3(a) shall be deleted and the following shall be
                  substituted therefor:
                           "(a)  As  compensation  for  the  performance  of the
                           Executive's services hereunder, the Company shall pay
                           to the  Executive a base salary of $100,000 per annum
                           commencing  as of  July  1,  1998.  The  Salary  (the
                           "Salary")  shall be  payable in  accordance  with the
                           payroll  practices  of the  Company as the same shall
                           exist from time to time.  Provided that  Executive is
                           ready,  willing and able to perform  his  obligations
                           and is otherwise in compliance with the terms hereof,
                           Company  acknowledges  that it has no right to reduce
                           or  eliminate  the Salary even if the Company  elects
                           not to utilize  Executive's  services during the term
                           hereof."

         3.       Section 4.  Exclusivity shall be deleted and the following
                  substituted therefor:
                           "During the  Employment  Term,  the  Executive  shall
                           devote   himself  to  the  business  of  the  Company
                           half-time,  shall faithfully serve the Company, shall
                           in all respects conform to and comply with the lawful
                           and reasonable  directions and instructions  given to
                           him by the Board of Directors in accordance  with the
                           terms of this  Agreement,  shall use his best efforts
                           to promote and serve the interests of the Company and
                           shall  not  engage in any  other  business  activity,
                           whether or not such activity  shall be engaged in for
                           pecuniary  profit for more than half-time except that
                           the Executive may (i)  participate  in the activities
                           of professional  trade  organizations  related to the
                           business  of the  Company and (ii) engage in personal
                           investing  activities,  provided that  activities set
                           forth in these clauses (i) and (ii), either singly or
                           in the  aggregate,  do not  interfere in any material
                           respect  with  the  services  to be  provided  by the
                           Executive hereunder."

         4.       Section 5.  Reimbursement for Expenses.  The last sentence of
                  Section 5 shall be deleted, and the following shall
                  be substituted therefor:
                           "The Executive shall receive an aggregate of 
                           $35,000.00 for relocation expenses payable as
                           follows: $15,000.00 in July, 1998 and $20,000 on
                           June 30, 1999."

         5.       Section 6(f) Payments.  Delete the last two sentences of
                  Section 6(f) related to relocation and consulting services.

         6.       Section 17 Expiration.  Delete Section 17.

         7.       Confirmation and Integration.  Except as expressly  amended by
                  this  Amendment,  the  parties  hereby  confirm and ratify the
                  Employment   Agreement  in  its   entirety.   The   Employment
                  Agreement,  as  amended  by this  Amendment,  constitutes  the
                  entire  agreement  among  Fine  Host,  the  Company,  and  the
                  Executive  pertaining to the subject  matter of the Employment
                  Agreement,  as  so  amended,  and  supersedes  all  prior  and
                  contemporaneous  agreements and  understandings  of Fine Host,
                  the company, and the Executive in connection therewith.

         8.       Governing Law.  This Amendment shall be governed by and
                  construed in accordance with the laws of the State of Idaho
                  without regard to its conflicts of laws provisions.

         9.       Counterparts.  This Amendment may be executed in any number
                  of counterparts, each of which shall constitute an
                  original and all of which together shall constitute but one
                  and the same original document.

         10.      Headings.  The section headings herein are for convenience
                  only and do not define, limit or construe the contents
                  of such sections.


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first stated above.




NORTHWEST FOOD SERVICE, INC.                FINE HOST CORPORATION



By: /s/ Gerald P. Buccino                   By: /s/ Gerald P. Buccino
    ---------------------                       ---------------------
Name:   Gerald P. Buccino                   Name:   Gerald P. Buccino
Title:  President and CEO                   Title:  President and CEO




Robert F. Barney