EXHIBIT 10.1

                              FINE HOST CORPORATION
                              AMENDED AND RESTATED
                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN


1. Purpose. The Amended and Restated 1996 Non-Employee  Director Stock Plan (the
"Plan") is intended  to promote  the  interests  of Fine Host  Corporation  (the
"Company")  by providing  an  inducement  to  qualified  persons who are neither
employees  nor  officers of the Company or any  affiliate to serve as members of
the Board of Directors of the Company (the "Board") and to provide for a portion
of their annual  compensation to be tied directly to shareholder return. This is
accomplished  through the automatic annual grant of common stock of the Company,
par value  $0.01 per  share,  (the  "Common  Stock")  with  restrictions  on the
transferability for a period of time ("Restricted  Stock") (each annual grant of
Restricted Stock hereinafter referred to as an "Award").

2.  Available  Shares.  The total  number of shares of Common Stock which may be
granted pursuant to the Plan shall not exceed 50,000. Shares subject to the Plan
may be authorized but unissued shares or shares that were previously  issued and
subsequently  reacquired  by the Company.  If any shares of Common Stock granted
under the Plan are  surrendered  before the  restrictions  thereon  lapse,  such
shares revert to the Plan and continue to be available for grant under the Plan.

3.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee of the Board (the  "Committee").  The Committee shall,  subject to the
provisions  of the Plan,  have the power to construe the Plan,  to determine all
questions thereunder,  and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable.

4. Agreement. Each Award shall be evidenced by an Agreement, in such form as may
be approved by the Board,  which  Agreement shall be duly executed and delivered
on behalf of the Company and by the individual to whom such Restricted  Stock is
granted.  The Agreement shall contain such terms,  provisions,  restrictions and
conditions not inconsistent with the Plan as may be determined by the Committee.

5.  Eligibility.  Common Stock may be granted  pursuant to the Plan only to
members of the Board who are not employees of the Company or an affiliate at the
time of grant ("Non-Employee Directors").

6. Automatic Grant of Restricted  Stock.  Upon the consummation of the Company's
initial public offering of stock (the "IPO") each Non-Employee  Director at such
time shall be  automatically  granted without further action by the Board or the
Committee a number of shares of Restricted Stock equal to $15,000 divided by the
price  that one  share of  Common  Stock is  offered  to the  public in the IPO.
Thereafter,  for the  remainder  of the term of the Plan and  provided he or she
remains a  Non-Employee  Director,  on the date of each of the Company's  Annual
Meeting of Stockholders (the "Annual Meeting"), each Non-Employee Director shall
be automatically  granted without further action by the Board or the Committee a
number of shares of  Restricted  Stock  equal to  $15,000  divided  by the "Fair
Market Value" of one share of Common Stock on the date of grant. For purposes of
the Plan, the Fair Market Value of the Common Stock on a given date means (i) if
the Common Stock is listed on a national securities exchange,  the closing price
reported as having occurred on the primary  exchange with which the Common Stock
is listed and  traded on the date  prior to such  date,  or, if there is no such
sale on that  date,  then on the last  preceding  date on which  such a sale was
reported;  (ii) if the  Common  Stock is not listed on any  national  securities
exchange but is quoted in the National Market System of the National Association
of  Securities  Dealers  Automated  Quotation  System on a last sale basis,  the
average  between the high bid price and low ask price reported on the date prior
to such  date,  or,  if there  is no such  sale on that  date,  then on the last
preceding date on which a sale was reported; or (iii) if the Common Stock is not
listed on a  national  securities  exchange  nor quoted in the  National  Market
System of the National  Association of Securities  Dealers  Automated  Quotation
System on a last sale basis,  the amount  determined  by the Committee to be the
fair  market  value  based upon a good faith  attempt to value the Common  Stock
accurately  and  computed  in  accordance  with  applicable  regulations  of the
Internal Revenue Service.  Anything in the Plan to the contrary notwithstanding,
the  effectiveness of the Plan and of the grant of all Common Stock hereunder is
in all respects subject to, and the Plan and Common Stock granted under it shall
be of no force and  effect  unless and until,  the  approval  of the Plan by the
affirmative  vote of a majority of the Company's  shares present in person or by
proxy and  entitled  to vote at a meeting of  shareholders  at which the Plan is
presented for approval, or by written consent of shareholders  enforceable under
applicable state law.

7.       Restrictions.

(a) Common Stock granted  pursuant to the Plan shall be restricted  for a period
of time  from the date of grant  and shall  not be  assignable  or  transferable
during such period.  Unless otherwise  determined by the Board, the restrictions
with  respect to each Award shall lapse and the  Restricted  Stock shall  become
freely transferable on the date of the Annual Meeting immediately  following the
date of grant of the Award,  provided  the  Non-Employee  Director  remains as a
member of the Board on the date immediately preceding such Annual Meeting.


(b) The certificates  representing the shares of Restricted Stock acquired under
the Plan shall carry such  appropriate  legend,  and such  written  instructions
shall be given to the Company's  transfer agent,  as may be deemed  necessary or
advisable by counsel to the Company.

(c) In the event a Non-Employee  Director ceases to be a member of the Board for
any reason  other than death or  "Disability,"  any shares of  Restricted  Stock
acquired by him or her pursuant to the Plan whose  restrictions  have not lapsed
shall be forfeited back to the Company. For the purposes of the Plan, Disability
shall mean the permanent and total disability and incapacity of the Non-Employee
Director  such that he is unable  to  perform  his  duties  to the  Company,  as
certified by the Board.

(d) In the event that a Non-Employee Director ceases to be a member of the Board
by reason of his or her Disability or death,  the  restrictions  with respect to
all shares of Common  Stock  acquired  by him or her  pursuant to the Plan shall
immediately lapse and all such shares shall become  immediately  transferable by
the  Non-Employee  Director  (or  his or her  personal  representative,  heir or
legatee, in the event of death).

8.       Effect of Change in Control.

(a) In the event of a "Change in  Control,"  the  restrictions  on all shares of
Common Stock granted pursuant to the Plan shall  immediately  lapse and all such
shares shall become immediately transferable.

(b) Change in Control shall,  unless the Board  otherwise  directs by resolution
adopted  prior  thereto or, in the case of a  particular  Award,  the  Agreement
states  otherwise,  be deemed to occur if (i) any "person" (as that term is used
in  Sections  13 and  14(d)(2)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")) other than a Permitted Holder (as defined below) is or becomes
the  beneficial  owner (as that term is used in  Section  13(d) of the  Exchange
Act), directly or indirectly,  of [30%] or more of either the outstanding shares
of Common Stock or the combined  voting power of the Company's then  outstanding
voting  securities  entitled  to vote  generally,  (ii) during any period of two
consecutive  years  beginning  on the  date  of  the  consummation  of the  IPO,
individuals  who  constitute the Board at the beginning of such period cease for
any reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Company's  shareholders  of each new director was
approved by a vote of at least  three-quarters  of the  directors  then still in
office who were  directors  at the  beginning of the period or (iii) the Company
undergoes a liquidation or dissolution or a sale of all or substantially  all of
the assets of the  Company.  Neither  the IPO nor any merger,  consolidation  or
corporate reorganization in which the owners of the combined voting power of the
Company's then outstanding voting securities entitled to vote generally prior to
said combination,  own 50% or more of the resulting entity's  outstanding voting
securities shall, by itself, be considered a Change in Control.  As used herein,
"Permitted  Holder" means William R. Berkley or any of his  affiliates  (as such
term is defined in Rule 1-02 of Regulation S-X under the Securities Act).

(c) The  obligations  of the  Company  under the Plan shall be binding  upon any
successor corporation or organization  resulting from the merger,  consolidation
or other  reorganization  of the Company,  or upon any successor  corporation or
organization  succeeding to substantially  all of the assets and business of the
Company.  The Company  agrees that it will make  appropriate  provisions for the
preservation  of  Participant's  rights under the Plan in any  agreement or plan
which it may  enter  into or adopt to  effect  any such  merger,  consolidation,
reorganization or transfer of assets.

     9.  Approval of  Stockholders.  The  effectiveness  of this Plan and of the
grant of all Common Stock  hereunder  is in all respects  subject to approval by
the  Company's  shareholders  as more fully set forth in  Section 6 hereof. 

     10.  Termination and Amendment of Plan. The Board may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable. *
* *
As adopted by the Board of  Directors of Fine Host  Corporation  as of March 29,
1996 and as amended and restated as of March 17, 1997