Exhibit 10.1





                             FINE HOST CORPORATION
                               STOCK OPTION PLAN
                  (Amended and Restated as of March 17, 1997)


                                   ARTICLE I.

                                    Purpose


         This Stock Option Plan (the "Plan") is intended as an incentive  and to
encourage  stock  ownership by officers and certain  other key employees of Fine
Host Corporation (the "Company") in order to increase their proprietary interest
in the  Company's  success and to encourage  them to remain in the employ of the
Company.

         The term "Company," when used in the Plan with reference to eligibility
and  employment,  shall  include  the  Company  and its  subsidiaries.  The word
"subsidiary,"  when used in the Plan,  shall mean any  subsidiary of the Company
within the meaning of Section  424(f) of the Internal  Revenue Code of 1986,  as
amended (the "Code").

         It is  intended  that  certain  options  granted  under  this Plan will
qualify as "incentive stock options" under Section 422 of the Code.

                                   ARTICLE II.

                                 Administration

         The Plan shall be  administered  by the full Board of  Directors of the
Company (the "Board") or a Stock Option Committee (the "Stock Option Committee")
(the  Board  and the  Stock  Option  Committee  hereinafter  referred  to as the
"Committee")  appointed  by the Board which  shall  consist of not less than two
members.  Each  member of the Stock  Option  Committee  must be a  "Non-Employee
Director" within the meaning of the rules promulgated under Section 16(b).




Subject to the provisions of the Plan, the Committee  shall have sole authority,
in its absolute discretion:  (a) to determine which of the eligible employees of
the Company  shall be granted  options;  (b) to  authorize  the granting of both
incentive  stock options and  nonqualified  options;  (c) to determine the times
when options  shall be granted and the number of shares to be  optioned;  (d) to
determine  the option price of the shares  subject to each  option,  which price
shall be not less than the minimum  specified in ARTICLE V; (e) to determine the
time or times when each option becomes exercisable, the duration of the exercise
period and any other  restrictions on the exercise of options issued  hereunder;
(f) to  prescribe  the form or forms of the  option  agreements  under  the Plan
(which  forms  shall be  consistent  with the  terms of the Plan but need not be
identical);  (g) to adopt,  amend and rescind such rules and  regulations as, in
its  opinion,  may be advisable in the  administration  of the Plan;  and (h) to
construe  and  interpret  the Plan,  the rules and  regulations  and the  option
agreements under the Plan and to make all other determinations  deemed necessary
or advisable for the  administration of the Plan. All decisions,  determinations
and  interpretations  of  the  Committee  shall  be  final  and  binding  on all
optionees.

                                  ARTICLE III.

                                     Stock

         The stock to be optioned  under the Plan shall be shares of  authorized
but  unissued  Common  Stock  of the  Company,  par  value  $.01 per  share,  or
previously  issued  shares  of  Common  Stock  reacquired  by the  Company  (the
"Stock").  Under the  Plan,  the  total  number of shares of Stock  which may be
purchased  pursuant  to  options  granted  hereunder  shall not  exceed,  in the
aggregate,  1,569,000 shares,  except as such number of shares shall be adjusted
in accordance with the provisions of ARTICLE X hereof.

         The number of shares of Stock  available for grant of options under the
Plan shall be decreased by the sum of the number of shares with respect to which
options  have been  issued  and are then  outstanding  and the  number of shares
issued upon exercise of options.  In the event that any outstanding option under
the Plan for any reason  expires,  is terminated or is canceled prior to the end
of the period  during which  options may be granted,  the shares of Stock called
for by the unexercised  portion of such option may again be subject to an option
under the Plan.

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                                  ARTICLE IV.

                          Eligibility of Participants

         Subject to ARTICLE VII in the case of incentive stock options, officers
and other key employees of the Company  (excluding any person who is a member of
the Committee) shall be eligible to receive options under the Plan. In addition,
options which are not incentive  stock options may be granted to  consultants or
other key persons  (excluding  any person who is a member of the  Committee) who
the Committee  determines  shall  receive  options under the Plan. No person may
receive options for more than 250,000 shares of Stock in any one year.

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                                   ARTICLE V.

                             Option Exercise Price

         Subject to ARTICLE VII in the case of incentive  stock options,  (i) in
the case of each option  granted under the Plan which is not an incentive  stock
option, the option exercise price shall be not less than 85% of the "Fair Market
Value" of the Stock at the time the option was  granted  and (ii) in the case of
each option  granted  under the Plan which is an  incentive  stock  option,  the
option  exercise  price shall not be less than the Fair Market Value of stock at
the time the option is granted.  For purposes of the Plan, the Fair Market Value
on a given  date  means  (i) if the Stock is  listed  on a  national  securities
exchange,  the closing  sale price  reported  as having  occurred on the primary
exchange  with  which the 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  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 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 Stock  accurately
and computed in accordance with applicable  regulations of the Internal  Revenue
Service;  or (iv)  notwithstanding  clauses (i) - (iii)  above,  with respect to
Options granted as of the consummation of the Company's  initial public offering
of Stock through an effective  registration  statement (the "IPO"), the price at
which Stock is sold to the public in the IPO.

                                   ARTICLE VI.

                          Exercise and Terms of Options

         Subject to this ARTICLE VI, the  Committee  shall  determine  the dates
after  which  options  may be  exercised,  in whole or in part.  If an option is
exercisable  in  installments,   installments  or  portions  thereof  which  are
exercisable and not exercised shall remain exercisable.

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         Any other  provision of the Plan to the contrary  notwithstanding,  but
subject to ARTICLE VII in the case of incentive  stock options,  no option shall
be exercised after the date ten years from the date of grant of such option (the
"Termination Date").

         If  prior  to the  Termination  Date,  an  optionee  shall  cease to be
employed  by the  Company  by reason of a  disability,  as  defined  in  Section
22(e)(3) of the Code, the option shall remain  exercisable  until the earlier of
the  Termination  Date or one year after the date of cessation of  employment to
the extent the option was exercisable at the time of cessation of employment.

         In the event of the death of an optionee prior to the Termination  Date
and while  employed  by the  Company,  or while  entitled  to exercise an option
pursuant to the  preceding  paragraph  or the final  sentence of the  subsequent
paragraph,  the  option  shall  remain  exercisable  until  the  earlier  of the
Termination  Date or one year after the date of death,  by the person or persons
to whom the  optionee's  rights under the option pass by will or the  applicable
laws of descent and  distribution,  to the extent that the optionee was entitled
to exercise it on the date of death.

         If an optionee voluntarily  terminates  employment with the Company for
reasons  other  than  death,  disability  or  retirement  on or after the normal
retirement age set forth in the Company's policies (a "Voluntary  Termination"),
or if an  optionee's  employment  with the Company is terminated  for Cause,  as
hereinafter  defined,  unless otherwise  provided by the Committee,  all options
previously  granted to such optionee which have not been exercised prior to such
termination shall lapse and be canceled. If the Company terminates an optionee's
employment without Cause, as hereinafter  defined,  unless otherwise provided by
the  Committee,  all  options  previously  granted to such  optionee  which were
exercisable   immediately  prior  to  such  termination  shall  continue  to  be
exercisable  for a period not  extending  beyond  three months after the date of
such termination.

         For purposes of the Plan,  the Company  shall have "Cause" to terminate
an optionee's  employment  if the Company has cause to terminate the  optionee's
employment under any existing employment agreement between the optionee and the

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Company or, in the absence of an employment  agreement  between the optionee and
the Company,  upon (A) the  determination by the Committee that the optionee has
ceased to  perform  his  duties to the  Company  (other  than as a result of his
incapacity due to physical or mental illness or injury),  which failure  amounts
to an  intentional  and extended  neglect of his duties to the Company,  (B) the
Committee's determination that the optionee has engaged or is about to engage in
conduct  materially  injurious to the Company,  or (C) the optionee  having been
convicted of a felony.

         For  purposes  of the Plan,  in the case of an  optionee  who is not an
employee of the  Company,  references  to  employment  herein shall be deemed to
refer to such person's relationship to the Company.

         Notwithstanding  anything  in the Plan or any option  agreement  to the
contrary,  if at the time any  option  is  exercised,  in whole or in part,  the
Company or an affiliate has not yet completed its first firm  commitment  public
offering of securities,  it shall be a condition precedent to such exercise that
any optionee  execute a written  shareholders'  agreement in such form as may be
designated by the Committee.

         Notwithstanding  the  foregoing  provisions  of this  ARTICLE VI or the
terms  of any  option  agreement,  the  Committee  may in  its  sole  discretion
accelerate  the  exercisability  of  any  option  granted  hereunder.  Any  such
acceleration  shall not affect the terms and conditions of any such option other
than with respect to exercisability.

                                  ARTICLE VII.

                         Special Provisions Applicable
                        to Incentive Stock Options Only

         To the extent the  aggregate  fair market value  (determined  as of the
time the  option is  granted)  of the Stock with  respect  to which any  options
granted  hereunder  which are  intended  to be  incentive  stock  options may be
exercisable  for the first time by the optionee in any calendar year (under this
Plan or any other stock  option plan of the Company or any parent or  subsidiary
thereof) exceeds $100,000,  such options shall not be considered incentive stock
options.

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         No incentive  stock option may be granted to an individual  who, at the
time the option is granted,  owns directly,  or indirectly within the meaning of
Section 424(d) of the Code,  stock  possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or of any parent or
subsidiary  thereof,  unless such option (i) has an option price of at least 110
percent of the fair  market  value of the Stock on the date of the grant of such
option;  and (ii) cannot be exercised  more than five years after the date it is
granted.

         Each  optionee  who  receives an  incentive  stock option must agree to
notify  the  Company  in  writing   immediately   after  the  optionee  makes  a
disqualifying  disposition of any Stock acquired  pursuant to the exercise of an
incentive  stock  option.   A  disqualifying   disposition  is  any  disposition
(including  any sale) of such Stock  before the later of (a) two years after the
date the optionee was granted the  incentive  stock option or (b) one year after
the date the optionee acquired Stock by exercising the incentive stock option.

                                  ARTICLE VIII.

                               Payment for Shares

         Payment for shares of Stock purchased under an option granted hereunder
shall  be made  in full  upon  exercise  of the  option,  by  certified  or bank
cashier's  check  payable  to the order of the  Company  or by any  other  means
acceptable  to the  Company.  The Stock  purchased  shall  thereupon be promptly
delivered;  provided, however, that the Company may, in its discretion,  require
that an optionee pay to the Company, at the time of exercise, such amount as the
Company deems necessary to satisfy its obligation to withhold Federal,  state or
local  income or other taxes  incurred by reason of the exercise or the transfer
of shares thereupon.

                                  ARTICLE IX.

                       Non-Transferability of Option Rights

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         No option shall be  transferable  except by will or the laws of descent
and  distribution.  During the  lifetime of the  optionee,  the option  shall be
exercisable  only by him. The Committee may,  however,  in its sole  discretion,
allow for transfer of options  which are not  incentive  stock  options to other
persons  or  entities,  subject  to such  conditions  or  limitations  as it may
establish.

                                  ARTICLE X.

                  Adjustment for Recapitalization, Merger, etc.

         The aggregate number of shares of Stock which may be purchased pursuant
to options  granted  hereunder,  the  number of shares of Stock  covered by each
outstanding  option and the price per share thereof in each such option shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares  of  stock  resulting  from  a  stock  split  or  other   subdivision  or
consolidation of shares of Stock or for other capital adjustments or payments of
stock  dividends  or  distributions  or  other  increases  or  decreases  in the
outstanding shares of Stock without receipt of consideration by the Company. Any
adjustment shall be conclusively determined by the Committee.

         In the event of any change in the outstanding shares of Stock by reason
of  any  recapitalization,   merger,  consolidation,  spin-off,  combination  or
exchange of shares or other corporate  change,  or any  distributions  to common
shareholders   other  than  cash  dividends,   the  Committee  shall  make  such
substitution  or  adjustment,  if any,  as it deems to be  equitable,  as to the
number or kind of shares of Stock or other  securities  issued or  reserved  for
issuance  pursuant  to the  Plan,  and the  number or kind of shares of Stock or
other securities covered by outstanding  options,  and the option price thereof.
In  instances  where  another  corporation  or other  business  entity  is being
acquired by the Company, and the Company has assumed outstanding employee option
grants and/or the  obligation  to make future or potential  grants under a prior
existing plan of the acquired entity,  similar  adjustments are permitted at the
discretion  of the  Committee.  The  Committee  shall  notify  optionees  of any
intended  sale of all or  substantially  all of the  Company's  assets  within a
reasonable time prior to such sale.


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         The  foregoing  adjustments  and  the  manner  of  application  of  the
foregoing   provisions  shall  be  determined  by  the  Committee  in  its  sole
discretion.  Any  such  adjustment  may  provide  for  the  elimination  of  any
fractional share which might otherwise become subject to an option.

                                    ARTICLE XI.

                           Effect of Change in Control

         (a) Except to the extent reflected in a particular  option agreement in
the event of a "Change in Control,"  notwithstanding  any vesting  schedule with
respect to any options,  such option shall become  immediately  exercisable with
respect to 100 percent of the shares subject to such option.

         (b) For purposes of the Plan, Change in Control shall, unless the Board
otherwise  directs by  resolution  adopted  prior  thereto  or, in the case of a
particular award, the particular option 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, as amended (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) the Company is merged,  consolidated or reorganized into or
with  another  corporation  or another  legal  entity  and,  as a result of such
merger,  consolidation or  reorganization,  less than 50% of the combined voting
power  of  the  then-outstanding   securities  of  such  corporation  or  entity
immediately  after such  transaction  is held in the aggregate by the holders of
the combined voting power of the securities of the Company entitled to generally
in  the  election  of  directors  of  the  Company  immediately  prior  to  such
transaction,  (iii) 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

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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 (iv) 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).

                                  ARTICLE XII.

                         No Obligation to Exercise Option

         Granting of an option shall impose no  obligation  on the  recipient to
exercise such option.

                                  ARTICLE XIII.

                                 Use of Proceeds

         The proceeds received from the sale of Stock pursuant to the Plan shall
be used for general corporate purposes.

                                   ARTICLE XIV.

                             Rights as a Stockholder

         An  optionee  or a  transferee  of an option  shall have no rights as a
stockholder  with respect to any share covered by his option until he shall have
become the holder of record of such  share,  and he shall not be entitled to any
dividends  or  distributions  or other rights in respect of such share for which
the record date is prior to the date on which he shall have become the holder of
record thereof.

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         Notwithstanding  anything herein to the contrary, the Committee, in its
sole discretion, may restrict the transferability of all or any number of shares
issued  under the Plan upon the  exercise  of an option by  legending  the stock
certificate as it deems appropriate.

                                   ARTICLE XV.

                                Employment Rights

         Nothing in the Plan or in any option granted  hereunder shall confer on
any  optionee  any right to  continue in the employ of the Company or any of its
subsidiaries, or to interfere in any way with the right of the Company or any of
its subsidiaries to terminate the optionee's employment at any time.


                                   ARTICLE XVI.

                             Compliance with the Law

         The Company is  relieved  from any  liability  for the  nonissuance  or
non-transfer or any delay in issuance or transfer of any shares of Stock subject
to options  under the Plan which  results  from the  inability of the Company to
obtain  or  in  any  delay  in  obtaining  from  any   regulatory   body  having
jurisdiction,  all requisite  authority to issue or transfer  shares of Stock of
the  Company  either upon  exercise  of the options  under the Plan or shares of
Stock issued as a result of such  exercise if counsel for the Company deems such
authority  necessary  for  lawful  issuance  or  transfer  of any  such  shares,
appropriate  legends may be placed on the stock  certificates  evidencing shares
issued upon exercise of options to reflect such transfer restrictions.

         Each option granted under the Plan is subject to the  requirement  that
if at any time the Committee  determines,  in its discretion,  that the listing,
registration  or  qualification  of shares of Stock  issuable  upon  exercise of
options is  required  by any  securities  exchange or under any state or Federal
law,  or that the consent or approval  of any  governmental  regulatory  body is
necessary or desirable as a condition of, or in connection with, the grant of

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options or the issuance of shares of Stock,  no shares of Stock shall be issued,
in whole or in part, unless such listing, registration,  qualification,  consent
or approval has been  effected or obtained  free of any  conditions or with such
conditions as are acceptable to the Committee.

                                   ARTICLE XVII.

                              Cancellation of Options

         The  Committee,  in  its  discretion,  may,  with  the  consent  of any
optionee, cancel any outstanding option hereunder.


                                   ARTICLE XVIII.

                      Effective Date and Expiration Date of Plan

         The Plan, as amended and  restated,  is effective as of March 17, 1997,
the date of adoption of the Plan by the Company's Board of Directors, subject to
approval by the stockholders of the Company in a manner which complies with both
Section  162(m) and Section  422(b)(1) of the Code and the Treasury  Regulations
thereunder.  The  expiration  date of the Plan,  after  which no  option  may be
granted hereunder, shall be November 1, 2004.

                                  ARTICLE XIX.

                      Amendment or Discontinuance of Plan

         The Board may,  without the consent of the  Company's  stockholders  or
optionees  under the Plan,  at any time  terminate  the Plan entirely and at any
time or from time to time amend or modify the Plan, provided that no such action
shall  adversely  affect  options  theretofore  granted  hereunder  without  the
optionee's  consent,  and  provided  further  that no such  action by the Board,
without  approval of the  stockholders,  may (a)  increase  the total  number of
shares of Stock which may be  purchased  pursuant to options  granted  under the
Plan,  except as contemplated in ARTICLE X, or (b) expand the class of employees
eligible to receive options under the Plan.

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                                  ARTICLE XX.

                                 Miscellaneous

         (a) Options shall be evidenced by option  agreements (which need not be
identical) in such forms as the  Committee  may from time to time approve.  Such
agreements shall conform to the terms and conditions of the Plan and may provide
that the grant of any option under the Plan and Stock  acquired  pursuant to the
Plan shall also be subject to such other  conditions  (whether or not applicable
to the  option  or  Stock  received  by any  other  optionee)  as the  Committee
determines appropriate,  including, without limitation, provisions to assist the
optionee in  financing  the  purchase of Stock  through the exercise of options,
provisions  for  the  forfeiture  of,  or  restrictions   on,  resale  or  other
disposition of shares under the Plan, provisions giving the Company the right to
repurchase shares acquired under the Plan in the event the participant elects to
dispose  of such  shares,  and  provisions  to  comply  with  Federal  and state
securities laws and Federal and state income tax withholding requirements.

         (b) If the  Committee  shall find that any person to whom any amount is
payable  under the Plan is unable to care for his affairs  because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim  therefor has been made by a duly  appointed  legal
representative)  may, if the  Committee so directs the  Company,  be paid to his
spouse, child,  relative,  an institution  maintaining or having custody of such
person,  or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

         (c) No member of the Committee shall be personally  liable by reason of
any contract or other instrument executed by such member or on his behalf in his
capacity as a member of the  Committee  nor for any mistake of judgment  made in
good faith, and the Company shall indemnify and hold harmless each member of the
Committee  and each other  employee,  officer or director of the Company to whom
any duty or power relating to the  administration  or interpretation of the Plan
may be allocated or delegated,  against any cost or expense  (including  counsel
fees) or liability (including any sum paid in settlement of a claim)

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arising  out of any act or omission  to act in  connection  with the Plan unless
arising out of such  person's own fraud or bad faith;  provided,  however,  that
approval of the Company's  Board of Directors  shall be required for the payment
of any amount in settlement  of a claim  against any such person.  The foregoing
right  of  indemnification  shall  not be  exclusive  of  any  other  rights  of
indemnification  to which  such  persons  may be  entitled  under the  Company's
Certificate of  Incorporation or By-Laws,  as a matter of law, or otherwise,  or
any power that the Company may have to indemnify them or hold them harmless.

         (d) The Plan shall be governed by and construed in accordance  with the
internal laws of the State of Connecticut without reference to the principles of
conflicts of law thereof.

         (e) No provision of the Plan shall require the Company, for the purpose
of satisfying any  obligations  under the Plan, to purchase  assets or place any
assets in a trust or other entity to which  contributions  are made or otherwise
to segregate any assets,  nor shall the Company maintain separate bank accounts,
books,  records or other evidence of the existence of a segregated or separately
maintained  or  administered  fund for such  purposes.  Optionees  shall have no
rights under the Plan other than as unsecured  general creditors of the Company,
except that  insofar as they may have become  entitled to payment of  additional
compensation  by  performance  of  services,  they shall have the same rights as
other employees under general law.

         (f) Each member of the Committee and each member of the Company's Board
of Directors shall be fully justified in relaying, acting or failing to act, and
shall not be liable for having so relied,  acted or failed to act in good faith,
upon any report made by the  independent  public  accountant  of the Company and
upon any other  information  furnished in connection with the Plan by any person
or persons other than such member.

         (g) Except as  otherwise  specifically  provided in the  relevant  plan
document,  no payment under the Plan shall be taken into account in  determining
any benefits under any pension, retirement,  profit-sharing,  group insurance or
other benefit plan of the Company.

         (h)  The expenses of administering the Plan shall be borne by the
Company.

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         (i) Masculine  pronouns and other words of masculine gender shall refer
to both men and women.

         (j) The shares of Stock  reserved for issuance  under the Plan may also
be used to  satisfy  obligations  of the  Company  to  deliver  shares  of Stock
pursuant to the Company's Long Term Incentive Compensation Plan.

                                  *     *     *

As adopted by the Board of Directors of Fine Host  Corporation as of November 1,
1994 and as Amended and Restated as of June 18, 1996 and as further  Amended and
Restated as of March 17, 1997


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