FOURTH AMENDED AND RESTATED LOAN AGREEMENT

                            Dated as of July 30, 1997

                                      Among

                              FINE HOST CORPORATION
                           AND ALL OF ITS SUBSIDIARIES
                        (collectively, the "Borrowers"),

                                BANKBOSTON, N.A.
                      AS ADMINISTRATIVE AGENT FOR THE BANKS
                          (the "Administrative Agent"),

                                     USTRUST
                      AS DOCUMENTATION AGENT FOR THE BANKS
                          (the "Documentation Agent"),

                                       and

                 CERTAIN BANKS AND OTHER FINANCIAL INSTITUTIONS
                                  (the "Banks")




<PAGE>
                                TABLE OF CONTENTS

Item                                                                    Page No.

1.DEFINITIONS

  1.1  General Terms...........................................................2
  1.2  Accounting Terms.......................................................24
  1.3  Other Terms Defined in the UCC.........................................24
  1.4  Construction...........................................................24

2.LOANS AND LETTERS OF CREDIT

  2.1  Working Capital Loans..................................................24

       2.1.1   Working Capital Commitment.....................................24
       2.1.2   Procedure for Working Capital Borrowing .......................25
       2.1.3   Use of Working Capital Proceeds ...............................26
       2.1.4   Commitment Fee ................................................26
       2.1.5   Termination or Reduction of Commitments .......................26
       2.1.6   Repayment of Working Capital Loans; Evidence of Debt ..........27
       2.1.7   Swing Line Commitment .........................................27
       2.1.8   Repayment of Swing Line Loans; Evidence of Debt ...............28
       2.1.9   Procedure for Borrowing Swing Line Loans ......................29
       2.1.10  Swing Line Loan Participants...................................29
       2.1.11  Letter of Credit Commitment ...................................30
       2.1.12  Procedure for Issuance of Letter of Credit ....................31
       2.1.13  Fees, Commissions and Other Charges ...........................32
       2.1.14  L/C Participations ............................................32
       2.1.15  Reimbursement Obligation of the Borrowers .....................33
       2.1.16  Obligations Absolute ..........................................34
       2.1.17  Letter of Credit Payments .....................................34
       2.1.18  Application ...................................................35
       2.1.19  Quarterly Reports .............................................35

  2.2  Guidance Loans.........................................................35

       2.2.1  Guidance Loan Commitment .......................................35
       2.2.2  Procedure for Guidance Loan Borrowing ..........................35
       2.2.3  Use of Guidance Loan Proceeds ..................................36
       2.2.4  Commitment Fee .................................................36
       2.2.5  Conversion of Guidance Loans ...................................37
       2.2.6  Termination or Reduction of Commitments ........................37
       2.2.7  Repayment of Guidance Loans; Evidence of Debt ..................37

3.GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF
  CREDIT

  3.1   Optional and Mandatory Prepayments....................................38
  3.2   Conversion Options....................................................40
  3.3   Minimum Amounts and Maximum Number of Loans...........................41
  3.4   Interest Rates and Payment Dates......................................41
  3.5   Computation of Interest and Fees......................................42
  3.6   Inability to Determine Interest Rate..................................42
  3.7   Pro Rata Treatment and Payments.......................................42
  3.8   Illegality............................................................43
  3.9   Requirements of Law...................................................44
  3.10  Taxes.................................................................45
  3.11  Indemnity.............................................................48
  3.12  Change of Lending Office; Filing of Certificates or Documents.........49
  3.13  Replacement Banks.....................................................49
  3.14  Subordination of Intercompany Loans...................................49
  3.15  Fees..................................................................51

4.CONDITIONS PRECEDENT

  4.1   Conditions to Effectiveness and Initial Extensions of Credit..........51
  4.2   Conditions to Each Extension of Credit................................54
  4.3   Add. Conditions Precedent for Each Guidance Loan of $1MM or More......55

5.REPRESENTATIONS, WARRANTIES AND COVENANTS

  5.1   Legal Existence; Compliance with Law..................................56
  5.2   Power; Authorization; Enforceable Obligations.........................57
  5.3   Financial Data........................................................57
  5.4   Tangible Assets.......................................................58
  5.5   Title to Collateral...................................................58
  5.6   Real Property; Leases.................................................58
  5.7   Solvency..............................................................59
  5.8   Tax Liabilities.......................................................59
  5.9   Loans.................................................................59
  5.10  Margin Securities.....................................................60
  5.11  Subsidiaries..........................................................60
  5.12  No Material Litigation................................................61
  5.13  SEC Filings...........................................................61
  5.14  Material Agreements...................................................61
  5.15  Employee Controversies and Employment and Labor Agreements............62
  5.16  Material Licenses.....................................................63
  5.17  Intellectual Property Rights..........................................64
  5.18  Pension Related Matters...............................................64
  5.19  Environmental Matters.................................................64
  5.20  Broker's Fee..........................................................65
  5.21  Securities Matters....................................................65
  5.22  Disclosure............................................................65
  5.23  Facility Agreements...................................................65
  5.24  Security Documents ...................................................66
  5.25  Subordinated Debt ....................................................66

6.CERTAIN AFFIRMATIVE COVENANTS

  6.1   Financial Statements .................................................66
  6.2   Inspection............................................................69
  6.3   Conduct of Business...................................................70
  6.4   Claims and Taxes......................................................70
  6.5   Costs and Expenses of Agents and Banks as Additional Liabilities......70
  6.6   Insurance.............................................................71
  6.7   Pension Plans.........................................................73
  6.8   Notice of Suit........................................................73
  6.9   Environmental Notices.................................................74
  6.10  Use of Proceeds.......................................................74
  6.11  Maintenance of Liens of Security Documents............................74
  6.12  Pledge of After Acquired Property; Additional Subsidiaries............74

7.CERTAIN NEGATIVE COVENANTS

  7.1   Financial Covenants...................................................76
  7.2   Encumbrances..........................................................76
  7.3   Indebtedness..........................................................77
  7.4   Mergers and Consolidations............................................77
  7.5   Acquisitions..........................................................77
  7.6   Disposal of Property..................................................78
  7.7   Investments or Loans..................................................79
  7.8   Guaranties............................................................79
  7.9   Capital Expenditure Limitations.......................................79
  7.10  Limitations on Project Costs..........................................79
  7.11  Distributions.........................................................80
  7.12  Compensation..........................................................80
  7.13  Transactions with Affiliates..........................................81
  7.14  Prepayment of Other Liabilities.......................................81
  7.15  Amendment of Charter..................................................81
  7.16  ERISA Termination Event...............................................81

8.DEFAULT, RIGHTS AND REMEDIES OF THE ADMINISTRATIVE
  AGENT

  8.1   Event of Default......................................................81
  8.2   Termination of Obligation to Make Loans and Acceleration..............83
  8.3   Rights and Remedies Generally.........................................83
  8.4   Entry Upon Premises and Access to Information.........................84
  8.5   Sale or Other Disposition of Collateral by the Admin. Agent...........84
  8.6   Waiver of Demand......................................................85
  8.7   Waiver of Notice......................................................85
  8.8   Advice of Counsel.....................................................85

9.THE ADMINISTRATIVE AGENT

  9.1      Appointment........................................................85
  9.2      Delegation of Duties...............................................85
  9.3      Exculpatory Provisions. ...........................................85
  9.4      Reliance by Administrative Agent...................................86
  9.5      Notice of Default. ................................................86
  9.6      Non-Reliance on Administrative Agent and Other Banks...............87
  9.7      Indemnification....................................................87
  9.8      Administrative Agent in Its Individual Capacity....................88
  9.9      Successor Administrative Agent.....................................88
  9.10     Removal of Administrative Agent....................................88
  9.11     Issuing Bank; Swing Line Bank......................................88

10MISCELLANEOUS

  10.1  Amendments and Waivers................................................89
  10.2  Attorneys' Fees and Expenses..........................................90
  10.3  Expenditures by the Administrative Agent..............................90
  10.4  Custody and Preservation of Collateral................................90
  10.5  Reliance by the Banks.................................................90
  10.6  Counterparts..........................................................90
  10.7  Submission to Jurisdiction; Jury Trial Waiver; Waiver of Bond.........91
  10.8  Application of Payments...............................................91
  10.9  Adjustments; Set Off..................................................91
  10.10 Section Titles........................................................92
  10.11 Continuing Effect.....................................................92
  10.12 Notices...............................................................92
  10.13 Equitable Relief......................................................94
  10.14 Entire Agreement......................................................94
  10.15 Successors and Assigns; Participations and Assignments................94

        10.15.1     Successors and Assigns....................................94
        10.15.2     Participations............................................94
        10.15.3     Assignments ..............................................94
        10.15.4     Register..................................................95
        10.15.5     Processing Fee............................................96

  10.16 Changes in Accounting Principles......................................96
  10.17 Indemnity.............................................................96
  10.18 Representations and Warranties .......................................97
  10.19 Treatment of Certain Information......................................97
  10.20 Independence of Covenants.............................................97
  10.21 Time of the Essence...................................................97
  10.22 Limitation on Liabilities - Joint Venture Subsidiary Borrowers........97
  10.23 Joint and Several Liability...........................................98
  10.24 Documentation Agent...................................................99
  10.25 Borrower Agent........................................................99
  10.26 Applicable Law; Severability..........................................99

  ANNEXES

  Annex A  Pricing Grid
  Annex B  Commitments, Lending Offices and Addresses
  Annex C  Form of Assignment and Assumption
  Annex D  Form of Subordination

  EXHIBITS

  Exhibit A  Form of First Amended and Restated Working Capital Note
  Exhibit B  Form of Swing Line Note
  Exhibit C  Form of First Amended and Restated Guidance Note
  Exhibit D  Form of Second Amended and Restated
                     Security Agreement (for Fine Host Corporation)
  Exhibit E  Form of [Second] Amended and Restated
                     Security Agreement (for [Name of Joint Venture Subsidiary
                     Borrower])
  Exhibit F  Form of [Second] Amended and Restated
                     Security Agreement (for [Name of Subsidiary Borrower])
  Exhibit G  Form of Second Amended and Restated
                     Assignment of Receivables and Proceeds (for Fine Host
                     Corporation)
  Exhibit H  Form of [Second]Amended and Restated
                     Assignment of Receivables and Proceeds
                     (for [Name of Joint Venture Subsidiary Borrower])
  Exhibit I  Form of [Second] Amended and Restated
                      Assignment of Receivables and Proceeds
                      (for [Name of Subsidiary Borrower])
  Exhibit J  Form of Amended and Restated Pledge Agreement - Joint Venture
                      Interest
  Exhibit K  Form of Amended and Restated Pledge Agreement - Membership Interest
  Exhibit L  Form of Amended and Restated Pledge Agreement - Stock
  Exhibit M  Form of Kentucky Mortgage
  Exhibit N  Form of Kentucky Conditional Assignment of Rentals
  Exhibit O  Form of Borrowing Certificate
  Exhibit P  Form of Opinion of Willkie Farr & Gallagher

  SCHEDULES

  Schedule 4.1(c)  Lien Searches
  Schedule 5.4     Tangible Assets
  Schedule 5.5     Title to Collateral
  Schedule 5.6     Real Property; Leases
  Schedule 5.9     Loans
  Schedule 5.11(a) Corporate Subsidiary Borrowers
  Schedule 5.11(b) Joint Venture Subsidiary Borrowers
  Schedule 5.11(c) LLC Subsidiary Borrowers
  Schedule 5.12    No Material Litigation
  Schedule 5.14    Material Agreements
  Schedule 5.15    Employment Controversies and Employment and Labor Agreements
  Schedule 5.16(a) Material Licenses
  Schedule 5.16(b) License Violations
  Schedule 5.19    Environmental Matters
  Schedule 5.25    Subordinated Debt
  Schedule 7.2     Permitted Liens
  Schedule 7.3     Permitted Indebtedness
  Schedule 7.7     Ongoing Investments
  Schedule 7.8     Guaranties
  Schedule 7.12    Compensation
  Schedule 7.13    Transactions with Affiliates




<PAGE>

         This FOURTH AMENDED AND RESTATED LOAN AGREEMENT  (this  "Agreement") is
made as of July 30,  1997,  by and among (a) FINE HOST  CORPORATION,  a Delaware
corporation,  for  itself  and as agent  for all of the  Borrowers  (hereinafter
referred as "Fine Host" when acting for itself and as the "Borrower  Agent" when
acting as agent for all of the Borrowers  (including Fine Host)), (b) all of the
Subsidiaries  of Fine Host (said  Subsidiaries,  together with Fine Host and any
and all other Subsidiaries which may hereafter become parties to this Agreement,
are hereinafter  sometimes  referred to collectively as the "Borrowers" and each
singly as a  "Borrower"),  (c) VARIOUS  BANKS AND OTHER  FINANCIAL  INSTITUTIONS
which are, or may become,  parties hereto (hereinafter  referred to collectively
as the "Banks" and each singly as a "Bank"),  (d)  BANKBOSTON,  N.A., a national
banking association  ("BankBoston"),  as administrative  agent for the Banks (in
such capacity,  the  "Administrative  Agent"),  and (e) USTRUST, a Massachusetts
trust  company  ("USTrust"),  as  documentation  agent  for the  Banks  (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents").  All of the  obligations  and liabilities of the Borrowers under this
Agreement and all of the other Loan Documents are joint and several.

                                               PRELIMINARY STATEMENTS

         WHEREAS,  Fine Host and certain of its Subsidiaries are parties to that
certain Third Amended and Restated Loan Agreement, dated as of June 25, 1996, by
and among  Fine  Host,  certain  of its  Subsidiaries,  certain  Banks and other
financial  institutions  named therein (the  "Existing  Banks"),  and USTrust as
Lender and Agent for the  Existing  Banks,  as  amended  by (a) a certain  First
Amendment  thereto,  dated as of May 9, 1997 and (b) a certain Second  Amendment
thereto,  dated as of June 30, 1997,  pursuant to which, among other things, the
Existing  Banks have made and agreed to make certain loans to Fine Host,  all as
more  particularly  described  therein  (such Third  Amended and  Restated  Loan
Agreement,  as so amended,  is  hereinafter  referred to as the  "Existing  Loan
Agreement"); and

         WHEREAS,  the Borrowers have requested that the Existing Loan Agreement
be amended, restated and superseded in its entirety as provided for herein; and

         WHEREAS, the Existing Banks are willing,  upon the terms and conditions
hereof,  to amend,  restate and  supersede in its  entirety  the  Existing  Loan
Agreement in the manner provided for herein; and

          WHEREAS,  the Agents and all of the Banks which are not Existing Banks
wish to become parties to this Agreement;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained  herein,  and other  good and value  consideration,  the  receipt  and
sufficient of which are hereby  acknowledged,  the parties hereto agree that the
Existing  Loan  Agreement  is hereby  amended,  restated and  superseded  in its
entirety to read as follows:





1.       DEFINITIONS

          1.1  General  Terms.  When used  herein,  the  following   capitalized
terms shall have the following meanings:

                  "ABR" shall  mean,  for any day, a rate per annum equal to the
         higher of: (a) the Base Rate,  and (b)  one-half of one percent  (1/2%)
         percent above the Federal Funds Rate in effect on such day.

                  "ABR Loans"  shall mean Loans the rate of interest  applicable
         to which is based upon the ABR.

                  "Acceptable  Supplement"  shall have the meaning given to that
         term in subsection 5.5.

                  "Accumulated   Funding   Deficiency"   shall  mean  a  funding
         deficiency described in Section 302 of ERISA.

                  "Adjusted  Consolidated  EBITDA"  means,  for any period,  the
         Consolidated  EBITDA  of  the  Borrowers  for  such  period,  plus  the
         aggregate  unadjusted  historical  Consolidated EBITDA of each acquired
         business  or target  company in every  Permitted  Acquisition  which is
         consummated in such period for the four (4) fiscal quarters immediately
         preceding the date of acquisition  of such acquired  business or target
         company.

                  "Adjustment  Date"  means the  tenth  Business  Day  following
         receipt  by  the  Administrative   Agent  of  both  (i)  the  financial
         statements  required to be delivered  pursuant to subsection  6.1(a) or
         (b), as the case may be, for the most recently  completed fiscal period
         specified  therein and (ii) the  certificate  required to be  delivered
         pursuant to subsection 6.1(e) with respect to such fiscal period.

                  "Administrative  Agent"  shall have the meaning  given to that
         term in the first paragraph of this Agreement.

                  "Affiliate"  means, as applied to any Person, any other Person
         (other than the Borrowers) (a) that directly or indirectly, through one
         or more  intermediaries,  controls  or is  controlled  by,  or is under
         common  control with, any Borrower,  (b) that directly or  beneficially
         owns or holds  ten  percent  (10%) or more of any  class of the  voting
         stock  (or in the case of a  Person  which  is not a  corporation,  ten
         percent  (10%) or more of the equity  interest)  of any Borrower or (c)
         ten percent  (10%) or more of whose  voting  stock (or in the case of a
         Person  which is not a  corporation,  ten percent  (10%) or more of the
         equity  interest)  is owned  directly  or  beneficially  or held by any
         Borrower.

                  "Agents"  shall  have the  meaning  given to that  term in the
         first paragraph of this Agreement.

                  "Agreement"  means  this  Fourth  Amended  and  Restated  Loan
         Agreement, together with all annexes, exhibits and schedules hereto, as
         amended,  modified,  supplemented,  restated or  extended  from time to
         time.

                  "Aggregate Working Capital  Outstandings" means as to any Bank
         at any time, an amount equal to the sum of (a) the aggregate  principal
         amount of all Working Capital Loans made by such Bank then outstanding,
         plus (b) such  Bank's  Working  Capital  Commitment  Percentage  of L/C
         Obligations  then  outstanding,  plus (c) such Bank's  Working  Capital
         Commitment  Percentage of the aggregate  principal  amount of the Swing
         Line Loans then outstanding.

                  "Applicable   Margin"  means,   for  each  LIBOR  Loan,  .75%;
         provided,  however,  that,  from and  after  September  24,  1997,  the
         Applicable  Margin  for  all  LIBOR  Loans  will be  adjusted,  on each
         Adjustment Date based upon the ratio of  Consolidated  Debt at the last
         day of  the  12  month  period  ended  on  the  date  of the  financial
         statements   relating  to  such   Adjustment   Date  to  the   Adjusted
         Consolidated  EBITDA for such period as determined  from such financial
         statements,  to the  Applicable  Margin  set forth on Annex A  attached
         hereto opposite the level for which the ratio of  Consolidated  Debt to
         Adjusted   Consolidated   EBITDA  as  so   determined   satisfies   the
         corresponding   criteria   set  forth  under  the  heading   "Ratio  of
         Consolidated Debt to Adjusted Consolidated EBITDA."

                  "Application"  means  an  application,  in  such  form  as the
         Issuing  Bank may  specify  from time to time,  requesting  the Issuing
         Bank, to issue a Letter of Credit.

                  "Approval"   means   each   approval,   consent,   filing   or
         registration  by  or  with  any  Federal,  state  or  other  regulatory
         authority  necessary to authorize or permit the execution,  delivery or
         performance of this Agreement or the Loan Documents or for the validity
         or  enforceability  hereof  or  thereof  by  the  Borrowers  and  their
         Affiliates.

                  "Asset  Sale"  means  as to any  Person,  any  sale  or  other
         disposition  subsequent  to the  Closing  Date of any  property of such
         Person  (other than (a) sales of inventory  in the  ordinary  course of
         business  and (b)  sales  of  property  by any  Borrower  to any  other
         Borrower).

                  "Assignee"  shall  have the  meaning  set forth in  subsection
         10.15.3.

                  "Assignments of Receivables  and Proceeds" means  collectively
         the Assignment of Receivables  and Proceeds Fine Host, the  Assignments
         of Receivables and Proceeds - Joint Venture Subsidiary Borrower and the
         Assignments of Receivables and Proceeds - Subsidiary Borrower.

                  "Assignment of Receivables and Proceeds - Fine Host" means the
         Amended and Restated  Assignment of  Receivables  and  Proceeds,  to be
         executed and delivered by Fine Host, substantially in the form attached
         hereto  as   Exhibit  G,  as  the  same  may  be   amended,   modified,
         supplemented, or restated, from time to time.

                  "Assignments  of  Receivables  and  Proceeds  - Joint  Venture
         Subsidiary  Borrower"  means the Amended  and  Restated  Assignment  of
         Receivables  and  Proceeds,  to be executed and delivered by each Joint
         Venture Subsidiary Borrower,  substantially in the form attached hereto
         as Exhibit H, as the same may be amended,  modified,  supplemented,  or
         restated, from time to time.

                  "Assignments   of   Receivables   and  Proceeds  -  Subsidiary
         Borrower" means the Amended and Restated  Assignment of Receivables and
         Proceeds,  to be executed  and  delivered by each  Subsidiary  Borrower
         (other  than  each  Subsidiary   Borrower  which  is  a  Joint  Venture
         Subsidiary  Borrower),  substantially  in the form  attached  hereto as
         Exhibit  I, as the  same may be  amended,  modified,  supplemented,  or
         restated, from time to time.

                  "Available Working Capital Commitment" means as to any Bank at
         any time,  an amount equal to the excess,  if any, of (a) the amount of
         such  Bank's  Working  Capital  Commitment  at such  time over (b) such
         Bank's   Aggregate   Working   Capital   Outstandings   at  such  time;
         collectively,  as to all the  Banks,  the  "Available  Working  Capital
         Commitments".

                  "Banks" means the banks and other financial institutions which
         are  parties to this  Agreement,  including  each Person who becomes an
         Assignee in accordance with the provisions of subsection 10.15.3.

                  "Base Rate" means the variable  rate of  interest,  per annum,
         most recently  announced by BankBoston at its  headquarters  in Boston,
         Massachusetts,   as  its  "base  rate,"  with  the  understanding  that
         BankBoston's  "base rate" is one of its interest  rates and serves as a
         basis upon which  effective  rates of interest are calculated for loans
         making  reference  thereto  and may not be the  lowest of  BankBoston's
         interest  rates.  Any change in the Base Rate shall be  effective as of
         the  effective  date stated in the  announcement  by BankBoston of such
         change.

                  "Benefited  Bank" shall have the meaning given to that term in
         subsection 10.9(a).

                  "Board  of  Governors"  means the  Board of  Governors  of the
         Federal Reserve System and any Governmental Authority which succeeds to
         the powers and functions thereof.

                  "Borrower  Agent" shall have the meaning given to that term in
         the first paragraph of this Agreement.

                  "Borrowing  Date" means any Business Day specified in a notice
         pursuant  to  subsection  2.1.2,  2.1.9 or 2.2.2 as a date on which the
         Borrower Agent requests the Banks to make Loans hereunder.

                  "Business  Day" means any day other than a  Saturday,  Sunday,
         public holiday under the laws of the  Commonwealth of  Massachusetts or
         any other  day on which  banking  institutions  are  authorized  or are
         required to be closed in Boston, Massachusetts.

                  "Capital  Expenditure"  shall mean, for any period, the sum of
         (a) the aggregate amount of all expenditures of the Borrowers for fixed
         or capital  assets made during such period which,  in  accordance  with
         GAAP,  would  be  classified  as  capital  expenditures,  and  (b)  the
         aggregate amount of all Capitalized Lease  Obligations  incurred during
         such period.

                  "Capitalized  Lease  Obligations"  means, for any period,  all
         obligations of any Borrower under any lease of property (real, personal
         or mixed) or other  periodic  payment  arrangement  which  have been or
         should  be  capitalized  on  the  consolidated  balance  sheet  of  the
         Borrowers  in  accordance  with GAAP,  in each case taken at the amount
         thereof  accounted  for  as  indebtedness,  net  of  interest  expense,
         determined in accordance  with GAAP, the stated maturity of which shall
         be the date of the last payment of any amount  thereunder  prior to the
         first  date  upon  which  such  arrangement  may be  terminated  by any
         Borrower without payment of any penalty.

                  "Cash  Equivalents"  means, at any time: (i) securities issued
         or directly  and fully  guaranteed  or insured by the United  States of
         America or any agency or  instrumentality  thereof  (provided  that the
         full  faith and  credit of the  United  States of America is pledged in
         support  thereof) having  maturities of not more than one year from the
         date of  acquisition,  (ii) time deposits and  certificates  of deposit
         with  maturities of not more than 90 days from the date of acquisition,
         of (x) any  commercial  banking  institution  that is a  member  of the
         Federal  Reserve  System  having  capital  and  surplus  in  excess  of
         $500,000,000,  whose  debt  has a  rating  at  the  time  of  any  such
         investment  of at least "A-2" or the  equivalent  thereof by Standard &
         Poor's or at least  "P-2" or the  equivalent  thereof by Moody's or (y)
         any Bank, (iii) fully secured repurchase obligations with a term of not
         more than seven days for underlying  securities of the types  described
         in  clause  (i)  entered  into with  BankBoston  or  USTrust,  and (iv)
         commercial paper issued by (x) the parent corporation of any commercial
         banking  institution  that is a member of the  Federal  Reserve  System
         having  capital and surplus in excess of  $500,000,000  and  commercial
         paper  or  master  notes  of  issuers,  rated  at the  time of any such
         investment  at least  "A-2" or the  equivalent  thereof  by  Standard &
         Poor's or at least  "P-2" or the  equivalent  thereof by Moody's or (y)
         any Bank,  and in each case maturing  within 270 days after the date of
         acquisition.

                  "Capital   Stock"   means  any  and  all  shares,   interests,
         participations  or other  equivalents  (however  designated) of capital
         stock of a corporation, any and all equivalent ownership interests in a
         Person (other than a  corporation)  and any and all warrants or options
         to purchase any of the foregoing.

                  "Change in Control"  shall mean that a
         majority   of  the  members  of  the  Board  of
         Directors  of  Fine  Host  are  not  Continuing
         Directors.

                  "Closing Date" means the date hereof.

                  "Closing  Fee"  shall have the  meaning  given to that term in
         subsection 3.15(a).

                  "Collateral"  means all assets of the Borrowers,  now owned or
         hereinafter  acquired,  upon which a Lien is purported to be created by
         any Security Document.

                  "Commercial  Letter of Credit" shall have the meaning given to
         that term in subsection 2.1.11(b).

                  "Commitment"  means with respect to any Bank,  the  collective
         reference to such Bank's  Working  Capital  Commitment,  Guidance  Loan
         Commitment, and L/C Commitment;  collectively,  as to all of the Banks,
         the   "Commitments."  The  maximum  principal  amount  of  all  of  the
         Commitments  shall not,  at any time,  exceed Two  Hundred  Million and
         00/100 Dollars ($200,000,000.00).

                  "Commitment  Percentage" means as to any Bank at any time, the
         percentage which (i) the sum of (a) such Bank's then Available  Working
         Capital  Commitment  and other unused  Commitments  (other than Working
         Capital  Commitments) plus (b) such Bank's Loans (other than Swing Line
         Loans) then  outstanding  plus (c) the  product of such Bank's  Working
         Capital Commitment Percentage times the sum of (I) the Swing Line Loans
         then  outstanding and (II) the L/C Obligations  then  outstanding  then
         constitutes  of (ii)  the sum of (w) the  aggregate  Available  Working
         Capital  Commitments  of the Banks and the other unused  Commitments of
         all of the Banks (other than Working Capital  Commitments) plus (x) the
         aggregate   principal  amount  of  Loans  of  all  of  the  Banks  then
         outstanding  plus (y) the aggregate L/C Obligations of all of the Banks
         then outstanding.

                  "Consolidated  Cash Interest  Expense" means,  with respect to
         any Person for any period,  the  Consolidated  Interest Expense of such
         Person  for  such  period,   less  all  non-cash   items   included  in
         Consolidated  Interest Expense during such period  (including,  without
         limitation,  amortization of debt discounts and payments of interest on
         Indebtedness  through the issuance of Indebtedness and all fees paid or
         payable to the Banks in connection with the  transactions  contemplated
         by  the  Existing  Agreement  and  this  Agreement  (including  without
         limitation, the Closing Fee)).

                  "Consolidated  Debt" means at any date of  determination,  all
         Indebtedness  of  the  Borrowers  at  such  date  of  determination  as
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated  EBITDA" means for any period,  the Consolidated
         Net Income or Consolidated  Net Loss,  whichever is applicable,  of the
         Borrowers  or of the  acquired  business  or the  target  company  in a
         Permitted  Acquisition,  as the case may be, for such period,  plus, to
         the extent  deducted in  determining  such  Consolidated  Net Income or
         Consolidated  Net  Loss,  whichever  is  applicable,  (i)  Consolidated
         Interest  Expense,  of the Borrowers or of the acquired business or the
         target  company in a  Permitted  Acquisition,  as the case may be, (ii)
         depreciation,  (iii) amortization,  (iv) all Federal,  state, local and
         foreign income taxes and (v) all other non-cash expenses, minus, to the
         extent  added  in   determining   such   Consolidated   Net  Income  or
         Consolidated Net Loss, whichever is applicable,  any non-cash income or
         non-cash gains, all as determined on a consolidated basis in accordance
         with GAAP.

                  "Consolidated  Interest Expense" means for any period, the net
         interest  expense of the  Borrowers or of the acquired  business or the
         target company in a Permitted Acquisition, as the case may be, for such
         period as determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means for any period, the net income
         of the Borrowers or of the acquired business or the target company in a
         Permitted  Acquisition,  as  the  case  may  be,  for  such  period  as
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Loss" means for any period,  the net loss of
         the  Borrowers or of the acquired  business or the target  company in a
         Permitted  Acquisition,  as  the  case  may  be,  for  such  period  as
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated  Net Worth" means at any date of  determination,
         all items which  would,  in  accordance  with GAAP,  be included  under
         shareholders'  equity on a consolidated  balance sheet of the Borrowers
         at such  date of  determination  (including,  without  limitation,  all
         amounts  received by any Borrower  upon the issuance of any  additional
         Capital Stock of any of such Borrower).

                  "Continuing Director" means and includes a member of the Board
         of  Directors  of Fine  Host  who  was (i) a  member  of the  Board  of
         Directors on the date hereof or (ii)  nominated for election or elected
         to the Board of the  Directors  with the  affirmative  vote of at least
         two-thirds  of (x) members  described  in clause (i) or (y) members who
         were in turn so nominated or so elected by members  described in clause
         (i) or clause (ii)(x).

                  "Converted  Guidance  Amount"  shall have the meaning given to
         that term in subsection 2.2.5.

                  "Corporate Subsidiary Borrower" means any Subsidiary which  is
         a corporation.

                  "Default" means any event which through the passage of time or
         the service of notice or both would (assuming no action is taken by any
         Borrower to cure the same) mature into an Event of Default.

                  "Dollar", "Dollars" and "$" mean lawful money of  the  United
         States of America.

                  "Employment and Labor Agreements" shall have the meaning given
         to that term in subsection 5.15(b).

                  "Environmental Laws" mean all Laws relating to health,  safety
         and  environmental  matters,  including  without  limitation  all  Laws
         relating  to the  release,  disposal,  handling,  storage,  production,
         removal,  processing or transporting of Hazardous Substances. Such Laws
         include but are not limited to the Resource  Conservation  and Recovery
         Act ("RCRA"),  42 U.S.C.  ss.6901 et seq as amended;  the Comprehensive
         Environmental Response,  Compensation and Liability Act ("CERCLA"),  42
         U.S.C.  ss.9601 et seq, as amended;  the Toxic Substance Act, 15 U.S.C.
         ss.2601 et seq , as amended,  the Clean Water Act, 33 U.S.C.  ss.466 et
         seq,  as  amended;  the Clear Air Act,  42 U.S.C.  ss.7401  et seq,  as
         amended;  state  and  federal  superlien  and  environmental  laws  and
         regulations,  including cleanup programs;  and United States Department
         of Transportation regulations.

                  "Environmental Notice" means any summons, citation, directive,
         information  request,  notice of  potential  responsibility,  notice of
         violation  or  deficiency,  order,  claim,  complaint,   investigation,
         proceeding,  judgment, letter or other communication,  written or oral,
         actual or threatened,  from the United States Environmental  Protection
         Agency or other  federal,  state or local agency or  authority,  or any
         other  entity or  individual,  public or  private,  concerning  (i) any
         intentional or unintentional act or omission which involves  Management
         of Hazardous  Substances  either on or off any property owned or leased
         by any  Borrower;  (ii) the  imposition  of any Lien on such  property,
         including but not limited to Liens  asserted by government  entities in
         connection  with  Responses  to the  presence  or Release of  Hazardous
         Substances;  and (iii) any alleged violation of or responsibility under
         Environmental Laws.

                  "Equipment"  means all of the rights,  title, and interests of
         the  Borrowers in and to equipment  (as defined in the UCC),  including
         without  limitation  machinery,  furniture,  vehicles  and fixtures and
         other  tangible  personal  property  (other  than  Inventory),  whether
         located on premises  owned,  leased or occupied by any of  Borrowers or
         located  elsewhere,  together  with any and all  accessions,  parts and
         appurtenances  thereto,  whether now owned or  hereafter  acquired  and
         owned by any of the Borrowers (including all right, title, and interest
         of the  Borrowers to any Equipment  used in connection  with or under a
         Facility Agreement).

                  "ERISA" means the Employee  Retirement  Income Security Act of
         1974, as amended,  and any  successor  statute of similar  import,  and
         regulations and rulings thereunder, in each case as in effect from time
         to time. References to sections of ERISA shall be construed to refer to
         any successor sections.

                  "ERISA Affiliate" means each trade or business, including each
         Borrower,  whether incorporated or not, which,  together with each such
         Borrower,  would be treated as a single  employer under Section 4001 of
         ERISA.

                  "ERISA  Termination  Event"  means  (a)  the  occurrence  of a
         Reportable  Event or a  Prohibited  Transaction,  (b) the  complete  or
         partial  withdrawal  (as defined in Sections 4203 and 4205 of ERISA) by
         any Borrower or any ERISA Affiliate from a  Multiemployer  Plan, or the
         receipt by any  Borrower  or any ERISA  Affiliate  of a demand from any
         Multiemployer Plan for withdrawal liability, (c) the filing of a notice
         of intent to terminate any Plan or the treatment of a plan amendment as
         a termination of any such Plan under Section 4041 of ERISA, (d) as soon
         as any  Borrower or any ERISA  Affiliate  has  knowledge  thereof,  any
         action  causing  termination  under  Section  4041A  of  ERISA  of  any
         Multiemployer  Plan, (e) as soon as any Borrower or any ERISA Affiliate
         has knowledge thereof,  the institution of proceedings to terminate any
         Plan or Multiemployer  Plan by the PBGC under Section 4042 of ERISA, or
         (f)  the  occurrence  of any  other  event  or  condition  which  might
         constitute  grounds  under  Sections  4041A  or 4042 of  ERISA  for the
         termination  of, or the  appointment  of a trustee to  administer,  any
         Plan.

                  "Event of Default"  shall have the meaning  given to that term
         in subsection 8.1 hereof.

                  "Existing  Bank" shall have the meaning given that term in the
         first paragraph of Preliminary Statements of this Agreement.

                  "Existing  Guidance  Notes" means all of the guidance notes of
         Fine Host,  issued  pursuant to  subsection  2.2 of the  Existing  Loan
         Agreement.

                  "Existing  Loan  Agreement"  shall have the meaning given that
         term  in  the  first  paragraph  of  Preliminary   Statements  of  this
         Agreement.

                  "Existing  Working Capital Notes" means the all of the working
         capital notes of Fine Host,  issued  pursuant to subsection  2.1 of the
         Existing Loan Agreement.

                  "Extension of Credit" means with respect to any Bank,  (a) the
         making  of a Loan by such  Bank,  and (b) the  issuance  of a Letter of
         Credit.

                  "Facility   Agreements"  means  all  concession,   license  or
         management  agreements  to which any Borrower is currently or hereafter
         becomes a party,  and pursuant to which such Borrower has agreed (a) to
         provide food, beverage and complementary services at certain facilities
         described therein,  (b) to operate and otherwise use food, beverage and
         liquor licenses at such facilities, or (c) to manage certain concession
         and food service areas at such  facilities  whether such  facilities or
         locations are owned by such Borrower, any Affiliate of the Borrower, or
         any other Person.

                  "Federal Funds Rate" means,  for any day, the weighted average
         of the rates on overnight  Federal funds  transactions with the members
         of the Federal  Reserve System  arranged by Federal funds  brokers,  as
         published  for such day (or if such day is not a Business  Day, for the
         immediately  preceding  Business  Day) by the Federal  Reserve  Bank of
         Boston,  or if such  rate is not so  published  for any day  which is a
         Business  Day,  the  average  of  quotations   for  such  day  on  such
         transactions  received by the  Administrative  Agent from three Federal
         funds brokers of  recognized  standing  selected by the  Administrative
         Agent.

                  "Fee  Letter"  means the fee  letter,  dated as of the Closing
         Date,  from  Fine  Host  to  both  the  Administrative  Agent  and  the
         Documentation Agent.

                  "Fine Host"  shall have the meaning  given to that term in the
         first paragraph of this Agreement.

                  "GAAP" means  generally  accepted  accounting  principles,  as
         promulgated  by the  Financial  Accounting  Standards  Board  or  other
         successor governing body, as in effect from time to time,  consistently
         applied except as
         otherwise required by the SEC.

                  "Governmental  Authority" means any nation or government,  any
         state of other political  subdivision thereof and any entity exercising
         executive,   legislative,   judicial,   regulatory  or   administrative
         functions of or pertaining to government.

                  "Guidance  Loan   Commitment"   means  as  to  any  Bank,  its
         obligation to make a Guidance  Loan to the Borrower  Agent in an amount
         equal to the  amount set forth  opposite  such  Bank's  name in Annex B
         under the heading  "Guidance Loan  Commitment," as such amount is to be
         reduced  following the Guidance Loan Conversion Date in accordance with
         the provisions of subsection 2.2.5; collectively,  as to all the Banks,
         the "Guidance Loan Commitments". The maximum principal amount of all of
         the  Guidance  Loan  Commitments  shall  not,  at any time,  exceed One
         Hundred Fifty Million and 00/100 Dollars ($150,000,000.00)

                  "Guidance Loan Commitment  Percentage" means as to any Bank at
         any time,  the  percentage  which (i) the sum of (a) such  Bank's  then
         unused  Guidance Loan  Commitment  plus (b)such Bank's  Guidance Loans
         then  outstanding then constitutes of (ii) the sum of (y) the aggregate
         outstanding  then unused Guidance Loan  Commitments of all of the Banks
         plus (z) the aggregate principal amount of Guidance Loans of all of the
         Banks then outstanding.

                  "Guidance  Loan  Commitment  Period" means the period from and
         after the Closing Date to and including  the Guidance  Loan  Conversion
         Date or such earlier date on which the Guidance Loan Commitments  shall
         terminate
         as provided herein.

                   "Guidance Loan Conversion  Date" means the third  anniversary
          of the Closing Date.

                   "Guidance Loan Maturity Date" means the sixth  anniversary of
          the Closing Date.

                   "Guidance Loans" shall have the meaning given to that term in
          subsection 2.2.1(a).

                   "Guidance  Note" shall have the meaning given to that term in
          subsection 2.2.7(e).

                  "Hazardous  Substances" means hazardous substances,  hazardous
         wastes, hazardous waste constituents,  hazardous materials, pesticides,
         oil and  other  petroleum  products,  and toxic  substances,  including
         asbestos and PCBS, as those terms are defined pursuant to Environmental
         Laws.

                  "Impermissible  Qualification"  means, relative to the opinion
         or  certification  of  any  independent  public  accountant  as to  any
         financial statement of any Borrower,  any qualification or exception to
         such  opinion or  certification  (a) which is of a "going  concern"  or
         similar  nature;  (b) which relates to the limited scope of examination
         of matters relevant to such financial  statement;  or (c) which relates
         to the  treatment  or  classification  of any  item in  such  financial
         statement  and which,  as a condition to its removal,  would require an
         adjustment  to such  item the  effect  of which  would be to cause  any
         Borrower to be in default of any of its  obligations  under  subsection
         7.1.

                  "Indebtedness" means without duplication,  with respect to any
         Person:   (a)  all  obligations  of  such  Person  for  borrowed  money
         (including   all  notes  payable  and  drafts   accepted   representing
         extensions  of  credit)  and  all   obligations   evidenced  by  bonds,
         debentures,  notes  or other  similar  instruments  on  which  interest
         charges  are  customarily  paid;  (b) all  obligations,  contingent  or
         otherwise,  relative  to the face  amount  of all  letters  of  credit,
         whether or not drawn, and banker's  acceptances  issued for the account
         of such Person; (c) all other items (i) which, in accordance with GAAP,
         would be included as  liabilities  on the liability side of the balance
         sheet of such  Person  (including  any  leasing or similar  arrangement
         which is  classified  as a  capitalized  lease) as of the date at which
         Indebtedness  is to be  determined,  and (ii) which are  incurred  as a
         financing,  whether  or not in the  ordinary  course of  business;  (d)
         whether or not so included as liabilities in accordance  with GAAP, (i)
         all  obligations  of such Person to pay the deferred  purchase price of
         property or  services  and  indebtedness  (excluding  prepaid  interest
         thereon) secured by a Lien on property owned or being purchased by such
         Person (including indebtedness arising under conditional sales or other
         title retention  agreements),  whether or not such  indebtedness  shall
         have been assumed by such Person or is limited in  recourse;  provided,
         however,   that,  for  purposes  of  determining   the  amount  of  any
         Indebtedness  of the type  described in this clause,  if recourse  with
         respect to such Indebtedness is limited to such property, the amount of
         such  Indebtedness  shall be limited to the fair  market  value of such
         property;  and (ii) all  guaranties  made by such  Person;  and (e) net
         obligations under interest rate swap, exchange or cap agreements.

                   "Initial  Financial  Statements" shall have the meaning given
          to that term in subsection 5.3 hereof.

                  "Insolvent" or "Insolvency" means, with respect to any Person,
         when any of the following events shall have occurred in respect of such
         Person:   admission  in  writing  of  its  inability,  or  its  general
         inability,   to  pay  its  debts  as  they  become  due,   dissolution,
         termination  of  existence,  cessation  of normal  business  operations
         (other than a temporary  cessation due to fire or other casualty,  acts
         of God,  strike or other  similar  event not within the control of such
         Person), insolvency, appointment of a receiver for any material part of
         the property of, legal or equitable assignment,  conveyance or transfer
         of,  all or  substantially  all of the  property  for  the  benefit  of
         creditors by, or a commencement of any proceedings under any bankruptcy
         or  insolvency  Laws or any Laws  relating  to the  relief of  debtors,
         readjustment of Indebtedness,  reorganization, composition or extension
         by or against such Person, but shall not include transactions permitted
         under subsection 7.4.

                  "Intercompany  Loan"  means  any  advance  or  loan  from  any
         Borrower to any other  Borrower,  whether or not using the  proceeds of
         any of the Loans.

                  "Interest  Payment  Date" means (a) as to ABR Loans,  the last
         day of each  fiscal  quarter  of Fine  Host,  (b) as to any LIBOR  Loan
         having an Interest Period of three months or less, the last day of such
         Interest  Period and (c) as to any LIBOR Loan having an Interest Period
         longer than three months, (i) each day which is three months or a whole
         multiple of three months,  after the first day of such Interest Period,
         and (ii) the last day of such Interest Period.

                  "Interest  Period" means,  with respect to any LIBOR Loan: (i)
         initially,  the period  commencing on the borrowing or conversion date,
         as the case may be,  with  respect to such  LIBOR Loan and ending  one,
         two, three or six months thereafter,  as selected by the Borrower Agent
         in its notice of borrowing or notice of conversion,  as the case may be
         given with respect thereto; and (ii) thereafter, each period commencing
         on the last day of the next  preceding  Interest  Period  applicable to
         such LIBOR Loan and ending one, two, three or six months thereafter, as
         selected  by  the  Borrower   Agent  by   irrevocable   notice  to  the
         Administrative  Agent not less than  three  Business  Days prior to the
         last day of the then  current  Interest  Period with  respect  thereto;
         provided,  however,  that, all of the foregoing  provisions relating to
         Interest  Periods are  subject to the  following:  (1) if any  Interest
         Period  pertaining to a LIBOR Loan would otherwise end on a day that is
         not a Business Day, such Interest  Period shall be extended to the next
         succeeding Business Day unless the result of such extension would be to
         carry such Interest  Period into another  calendar month in which event
         such Interest  Period shall end on the immediately  preceding  Business
         Day;  (2) the Borrower  Agent shall not select any Interest  Period for
         any Working Capital Loan that would otherwise extend beyond the Working
         Capital  Maturity  Date;  (3) the  Borrower  Agent shall not select any
         Interest  Period  for any  Guidance  Loan that would  otherwise  extend
         beyond  the  Guidance  Loan  Maturity  Date;  (4) any  Interest  Period
         pertaining  to a LIBOR Loan that begins on the last  Business  Day of a
         calendar  month  (or  on a  day  for  which  there  is  no  numerically
         corresponding  day in the  calendar  month at the end of such  Interest
         Period ) shall end on the last  Business Day of a calendar  month;  and
         (5) the  Borrower  Agent  shall  select  Interest  Periods so as not to
         require a payment or  prepayment  of any LIBOR Loan  during an Interest
         Period for such LIBOR Loan.

                  "Inventory" means all of the right, title, and interest of the
         Borrowers  in and to any and all  inventory  (as  defined  in the UCC),
         including without limitation,  goods in transit,  wheresoever  located,
         whether  now owned or  hereafter  acquired  and owned by any  Borrower,
         which  are held for sale or lease,  furnished  under  any  contract  of
         service or held as raw materials,  work-in-process or supplies, and all
         materials  used or consumed in the business of any Borrower,  and shall
         include such property the sale or other  disposition of which has given
         rise to  accounts  receivable  and  which  has  been  returned  to,  or
         repossessed or stopped in transit by, any Borrower.

                  "Investment"  means  relative to any  Person,  (a) any loan or
         advance made by such Person to any other Person (excluding  commission,
         travel and  similar  advances  to officers  and  employees  made in the
         ordinary  course of  business);  (b) any payment made with respect to a
         Facility  Agreement  that is required to be capitalized or is otherwise
         capitalized  as a contract  right pursuant to GAAP; (c) any guaranty of
         such Person;  and (d) any  ownership or similar  interest  held by such
         Person in any other Person.  The amount of any Investment  shall be the
         original  principal  or  capital  amount  thereof  less all  returns of
         principal or equity  thereon (and without  adjustment  by reason of the
         financial  condition  of such other  Person) and shall,  if made by the
         transfer or exchange  of  property  other than cash,  be deemed to have
         been made in an original  principal or capital amount equal to the fair
         market value of such property at the time of transfer.

                   "Issuing  Bank" shall have the meaning  given to that term in
         subsection 2.1.11(a).

                  "Joint Venture  Collateral"  means (i) the Collateral (as that
         term is defined in the  Security  Agreement  Joint  Venture  Subsidiary
         Borrower),  (ii)  the  Receivables  (as  that  term is  defined  in the
         Security  Agreement - Joint  Venture  Subsidiary  Borrower),  (iii) the
         Financed Receivables (as that term is defined in the Security Agreement
         Joint Venture Subsidiary Borrower),  (iv) the Proceeds (as that term is
         defined in the Security Agreement - Joint Venture Subsidiary Borrower),
         and (v) the Net  Proceeds  (as that  term is  defined  in the  Security
         Agreement - Joint Venture Subsidiary Borrower).

                  "Joint  Venture  Interest"  means any  interests  in any joint
         venture,  partnership or trust which are, at the time,  either directly
         or  indirectly,  owned by any  Borrower,  and which are more than fifty
         percent  (50%)  of all of  the  outstanding  interests  of  such  joint
         venture, partnership or trust.

                   "Joint Venture  Subsidiary  Borrower" means any joint venture
         or partnership which is a Subsidiary.

                   "Joint Venturer" shall have the meaning given to that term in
         subsection 10.22(b).

                  "Kentucky   Conditional   Assignment  of  Rentals"  means  the
         Conditional  Assignment of Rentals,  Profits and Income, to be executed
         and delivered by Fine Host,  substantially  in the form attached hereto
         as Exhibit N, as the same may be amended,  modified,  supplemented,  or
         restated, from time to time.

                  "Kentucky Mortgage" means the Mortgage, Security Agreement and
         Financing  Statement,  to be  executed  and  delivered  by  Fine  Host,
         substantially in the form attached hereto as Exhibit M, as the same may
         be amended, modified, supplemented, or restated, from time to time.

                  "Kentucky  Property"  means the real  property  and all of the
         buildings and improvements located thereon, which are commonly known as
         the Palace  Theatre,  located at Fourth Street,  Louisville,  Jefferson
         County,  Kentucky,  all as more particularly  described in the Kentucky
         Mortgage.

                  "Law"  means any law  (including  common  law),  constitution,
         statute, treaty, regulation,  rule, ordinance, order, injunction, writ,
         decree, judgment or award of any governmental body (including,  without
         limitation, any court or any administrative or regulatory agency).

                  "L/C   Commitment"   means  Ten  Million  and  00/100  Dollars
         ($10,000,000.00).

                  "L/C Fee  Payment  Date"  means  the  last day of each  fiscal
         quarter of Fine Host and the Working Capital Maturity Date.

                  "L/C  Obligations"  means at any time,  an amount equal to the
         sum of (a) the aggregate then undrawn and unexpired  amount of the then
         outstanding  Letters of Credit and (b) the aggregate amount of drawings
         under  Letters of Credit  which have not been  reimbursed  pursuant  to
         subsection 2.1.15.

                   "Letters of Credit" means collectively  Commercial Letters of
         Credit and Standby Letters of Credit.

                  "Liabilities" means all of the liabilities,  obligations,  and
         indebtedness  of any of the  Borrowers or the Borrower  Agent to any of
         the Agents,  the Banks or the Affiliates of the Banks, of any and every
         kind and nature,  whether heretofore,  now or hereafter owing, arising,
         due or payable and howsoever evidenced, created, incurred, or acquired,
         whether primary, secondary, direct or indirect, absolute or contingent,
         fixed or otherwise (including  obligations of performance under and the
         requirement  to  reimburse  draws on  Letters of  Credit)  and  whether
         arising or existing under written agreement or by operation of Law as a
         result of the  Indebtedness  and obligations of any of the Borrowers or
         the  Borrower  Agent  to any of the  Agents  or the  Banks  under  this
         Agreement  or any of the  other  Loan  Documents,  as the  same  may be
         amended,  modified,  supplemented,  restated or extended,  from time to
         time.

                  "LIBOR Base Rate"  means with  respect to each day during each
         Interest Period pertaining to a LIBOR Loan, the rate per annum equal to
         the average rate at which  BankBoston is offered Dollar  deposits at or
         about 10:00 A.M.,  Boston,  Massachusetts  time,  two (2) Business Days
         prior to the  beginning of such  Interest  Period by prime banks in the
         London interbank market where foreign currency and exchange  operations
         in respect of its LIBOR Loans are then being  conducted for delivery on
         the first day of such  Interest  Period for a period  comparable to the
         number of days  comprised  therein and in an amount  comparable  to the
         amount of its LIBOR Loan to be outstanding during such Interest Period.

                   "LIBOR Loans" means Loans the rate of interest  applicable to
         which is based upon the LIBOR Rate.

                  "LIBOR  Rate"  means  with  respect  to each day  during  each
         Interest Period pertaining to a LIBOR Loan, a rate per annum determined
         for such day in accordance with the following  formula  (rounded upward
         to the nearest 0.0005%):

                                 LIBOR Base Rate
                        1.00 - LIBOR Reserve Requirements

                  "LIBOR Reserve Requirements" means for any day as applied to a
         LIBOR Loan, the aggregate (without duplication) of the rates (expressed
         as a decimal to the fourth digit) of reserve  requirements in effect on
         such day (including, without limitation, basic, supplemental,  marginal
         and emergency  reserves under any regulations of the Board of Governors
         or other  Governmental  Authority  having  jurisdiction  with  respect,
         thereto)  prescribed for London  interbank  market  funding  (currently
         referred  to as "LIBOR  Liabilities"  in  Regulation  D of the Board of
         Governors)  maintained by a member bank of the Federal  Reserve  System
         and applicable with respect to such LIBOR Loan.

                   "License"  shall  have  the  meaning  given  to that  term in
         subsection 5.16(a).

                  "Lien"  means  any  mortgage,  deed of  trust,  pledge,  lien,
         security interest, charge or encumbrance or security arrangement of any
         nature whatsoever, whether arising by written agreement or by operation
         of Law,  including  but not  limited to any  conditional  sale or title
         retention arrangement, and any assignment, deposit arrangement or lease
         intended as, or having the effect of, security.

                  "LLC Subsidiary Borrower" shall mean any Subsidiary which is a
         limited liability company or limited liability partnership.

                   "Loan"  means any  Working  Capital  Loan,  Swing  Line Loan,
         Guidance  Loan or the  Letters  of Credit  (whether  drawn or  undrawn)
         issued pursuant to Section 2.1.11(a).

                  "Loan Documents" means this Agreement,  the Notes, the Letters
         of Credit,  the Security  Documents  and any and all other  agreements,
         guaranties, instruments, documents, certificates, financing statements,
         powers of attorney,  consents and filings, whether heretofore,  now, or
         hereafter  executed by or on behalf of any  Borrower,  any Affiliate of
         any Borrower or any other Person and  delivered to any of the Agents or
         the  Banks  in  connection  with  the  Loans,  all as  may be  amended,
         modified, supplemented, restated or extended from time to time.

                   "Loan  Participants"  shall  have the  meaning  set  forth in
         subsection 10.15.2.

                  "Manage"   or   "Management"   means  to   generate,   handle,
         manufacture,  process,  treat,  store,  use, re-use,  refine,  recycle,
         reclaim,  blend or burn for  energy  recovery,  incinerate,  accumulate
         speculatively,  transport,  transfer,  dispose of, Release, threaten to
         Release or abandon Hazardous Substances.

                  "Material Adverse Change" or "Material Adverse Effect" means a
         material  adverse effect on (a) the business,  operations,  property or
         condition (financial or otherwise) of the Borrowers taken as a whole or
         (b) the  validity or  enforceability  of this  Agreement  or any of the
         other Loan  Documents or the rights or remedies of any of the Agents or
         the Banks hereunder or thereunder.

                  "Membership  Interests" means any membership  interests in any
         limited  liability  company which are, at the time,  either directly or
         indirectly,  owned by any  Borrower,  and  which  are more  than  fifty
         percent (50%) of all of the  outstanding  membership  interests of such
         limited liability company.

                   "Moody's" means Moody's Investors Service,  Inc. or any other
         entity succeeding to any or all of its functions.

                  "Multiemployer Plan" means any "multiemployer plan" within the
         meaning  of  Section  3(37) of ERISA and to which any  Borrower  or any
         ERISA Affiliate has or had any obligation to contribute.

                   "NASDAQ" means the Nasdaq National Market or any other entity
         succeeding to any or all of its functions.

                  "Net  Contract  Proceeds"  means,  with  respect  to the sale,
         cancellation,  termination  or other  discontinuation  of any  Facility
         Agreement  with any  Person at any  time,  the sum of (a) (i) the gross
         cash  proceeds  received  by the  Borrowers  from or on account of such
         Person as a result thereof and, without duplication,  (ii) all payments
         received by the  Borrowers on account of  Indebtedness  owing to any of
         them from such Person (including payments on Notes Receivable) less (b)
         (i) all reasonable legal, accounting and other professional fees, costs
         and expenses incurred in connection therewith,  (ii) all taxes actually
         paid or  estimated  by the  Borrowers  (in good faith) to be payable in
         connection  therewith and (iii) all payments made at such time (and not
         at any earlier  time) by the Borrowers to such Person in order to repay
         or  otherwise  retire  Indebtedness  incurred in  connection  with such
         Facility Agreement.

                  "Net  Proceeds"  means with  respect to any  Person,  (a) with
         respect to any Asset Sale by such Person, the cash proceeds  (including
         any cash  payments  received  by way of deferred  payment of  principal
         pursuant  to  a  note  or  installment  receivable  or  purchase  price
         adjustment  receivable or otherwise,  but only as and when received) of
         such  Asset  Sale  net  of  (i)  attorneys'  fees,  accountants'  fees,
         investment  banking fees, survey costs, title insurance  premiums,  and
         related search and recording charges,  transfer taxes, deed or mortgage
         recording taxes,  required debt payments (other than pursuant  hereto),
         other  customary  expenses,  amounts  required  to be  applied  to  the
         repayment of obligations  secured by a Lien permitted  hereunder on any
         asset  which is the  subject of such Asset Sale (other than any Lien in
         favor of the Administrative Agent for the ratable benefit of the Banks)
         and brokerage, consultant and other customary fees actually incurred in
         connection therewith and (ii) taxes paid or payable as a result thereof
         and (b) with  respect  to any  issuance  of  equity  securities  or the
         incurrence of any Indebtedness by such Person subsequent to the Closing
         Date,  the cash proceeds  received from such issuance or incurrence net
         of investment banking fees, legal fees, accountants' fees, underwriting
         discounts and  commissions  and other  customary  fees and expenses and
         other  reasonable  costs and expenses  actually  incurred in connection
         therewith.

                  "New Project" shall mean any of the following:  (a) a facility
         not previously serviced by a Borrower,  (b) a material expansion of the
         size of a facility or scope of service for a facility  under a Facility
         Agreement,  (c) the  extension  of any  Facility  Agreement  then being
         serviced by a Borrower, or (d) any existing facility Agreement which is
         put out for bid by the other  parties  thereto and for which a Borrower
         bids successfully at the end of its term.

                  "New Lending Office" shall have the meaning given to that term
         in subsection 3.10(b).

                  "Non-Excluded Taxes" shall have the meaning given to that term
         in subsection 3.10(a).

                   "Notes" means the Working Capital Notes,  the Swing Line Note
         and the Guidance Notes.

                  "Notes  Receivable" means any promissory note (or related bond
         or letter of credit), or similar agreement or arrangement by any Person
         to pay money to any Borrower under the terms of or in connection with a
         Facility Agreement.

                   "Ongoing  Investments"  shall have the meaning  given to that
         term in subsection 7.7.

                  "PBGC"  means  the  Pension   Benefit   Guaranty   Corporation
         established under Title IV of ERISA or any other  governmental  agency,
         department  or  instrumentality  succeeding  to the  functions  of said
         corporation.

                  "Permitted  Acquisition"  shall  mean the  acquisition  of any
         concession,   license,   management   or  other   food,   beverage   or
         complementary  services  agreement by a Borrower directly or indirectly
         through the purchase of stock (or other ownership  interests) or assets
         of another Person.

                  "Person"   means   any   individual,    sole   proprietorship,
         partnership,   limited  liability   company,   joint  venture,   trust,
         unincorporated  organization,  association,  corporation,  institution,
         entity,  party,  or  government  (whether  national,   federal,  state,
         provincial,  county,  city,  municipal or otherwise,  including without
         limitation any  instrumentality,  division,  agency, body or department
         thereof).

                  "Pledge  Agreement - Joint Venture Interest" means the Amended
         and Restated Pledge Agreement - Joint Venture Interest,  to be executed
         and delivered by Fine Host,  substantially  in the form attached hereto
         as Exhibit J, as the same may be amended,  modified,  supplemented,  or
         restated, from time to time.

                  "Pledge Agreement - Membership Interest" means the Amended and
         Restated  Pledge  Agreement - Membership  Interest,  to be executed and
         delivered by Fine Host,  substantially  in the form attached  hereto as
         Exhibit  K, as the  same may be  amended,  modified,  supplemented,  or
         restated, from time to time.

                  "Pledge  Agreement  - Stock"  means an  Amended  and  Restated
         Pledge Agreement - Stock, to be executed and delivered by each Borrower
         which, either directly or indirectly,  is the legal and record owner of
         Capital Stock in any other Borrower, substantially in the form attached
         hereto  as   Exhibit  L,  as  the  same  may  be   amended,   modified,
         supplemented, or restated, from time to time.

                  "Pledge Agreements" means collectively the Pledge Agreements -
         Stock,  the Pledge  Agreements - Joint Venture  Interest and the Pledge
         Agreements - Membership Interest.

                  "Plan" means any employee  pension or benefit plan (other than
         a Multiemployer Plan) to which Section 4021(a) of ERISA applies and (a)
         which is  maintained  for employees of any Borrower or any of its ERISA
         Affiliates; or (b) to which any Borrower or any of its ERISA Affiliates
         made,  or was  required to make,  contributions  at any time within the
         preceding five years.

                   "Prepayment  Account"  shall have the  meaning  given to that
         term in subsection 3.1(c).

                  "Prohibited  Transaction"  means with  respect to any Plan any
         transaction  described  in Section  406 of ERISA which is not exempt by
         reason of Section 408 of ERISA or the  transitional  rules set forth in
         Section  414(c)  of ERISA  and any  transaction  described  in  Section
         4975(c)(1)  of the Tax Code  which is not  exempt by reason of  Section
         4975(c)(2)  or  Section  4975(d) of the Tax Code,  or the  transitional
         rules of Section 2003(c) of ERISA.

                  "Project  Costs"  means,  with  respect to any New  Project or
         Permitted  Acquisition,  the sum (without duplication) of the following
         items:  (a) Capital  Expenditures,  (b) costs  capitalized  as contract
         rights pursuant to GAAP, (c) Notes Receivable,  (d) debt or obligations
         of the  acquired  business  or the  target  company  in such  Permitted
         Acquisition  being paid by any of the Borrowers in connection  with the
         closing of such Permitted Acquisition,  (e) amounts treated as goodwill
         in accordance  with GAAP, (f)  Subordinated  Debt, if any,  incurred in
         connection  with  such  New  Project  or  Permitted  Acquisition,   (g)
         unsecured guaranties permitted under subsection 7.3(e) and (h) the fair
         market  value of all  consideration  paid or  payable  to the seller or
         sellers  of  a  target  company  in a  Permitted  Acquisition  and  not
         otherwise  included in Project  Costs under  clauses (a), (b), (c), (d)
         (e), (f) and (g) above.

                   "Register"  shall have the  meaning  set forth in  subsection
         10.15.4.

                  "Reimbursement   Obligation"   means  the  obligation  of  the
         Borrowers  to  reimburse   the  Issuing  Bank  pursuant  to  subsection
         2.1.15(a) for amounts drawn under Letters of Credit.

                  "Release"  means any actual or threatened  spilling,  leaking,
         pumping, pouring, emitting, emptying, discharging, injection, escaping,
         leaching,  dumping  or  disposing  of  Hazardous  Substances  into  the
         environment, as the term 'environment' is defined in CERCLA.

                  "Reportable  Event" means (a) a reportable  event described in
         Section  4043 of  ERISA  and  regulations  thereunder,  for  which  the
         obligation  to give  notice to the PBGC has not been waived by the PBGC
         in  accordance  with  applicable  regulations,  (b) a  withdrawal  by a
         substantial  employer from a  single-employer  plan which is a Plan and
         which has two or more  contributing  sponsors at least two of which are
         not under common  control,  as referred to in Section 4063(b) of ERISA,
         or (c) a cessation of operations at a facility causing more than twenty
         percent  of plan  participants  to be  separated  from  employment,  as
         referred to in Section 4068(f) of ERISA.

                  "Required  Banks"  means at any time,  Banks  with  Commitment
         Percentages which aggregate Fifty-One Percent (51%) or more.

                  "Requirement of Law" means any law, treaty, rule or regulation
         or  determination  of an  arbitrator  or a court or other  Governmental
         Authority,  in each case  applicable  to or binding upon such Person or
         any of its  property or to which such Person or any of its  property is
         subject.

                  "Respond" or  "Response"  means any action  taken  pursuant to
         Environmental Laws to correct,  remove,  remediate,  clean up, prevent,
         mitigate,  monitor,  evaluate,  investigate  or assess the Release of a
         Hazardous Substance.

                  "SEC"  means  the  United  States   Securities   and  Exchange
         Commission or any other federal governmental agency which may hereafter
         perform its functions.

                   "Securities  Laws" shall have the meaning  given to that term
         in subsection 5.21.

                  "Security  Agreement  -  Fine  Host"  means  the  Amended  and
         Restated Security Agreement All Property,  to be executed and delivered
         by Fine Host,  substantially  in the form attached hereto as Exhibit D,
         as the same may be amended, modified,  supplemented,  or restated, from
         time to time.

                  "Security Agreement - Joint Venture Subsidiary Borrower" means
         the  Amended  and  Restated  Security  Agreement  All  Property,  to be
         executed  and  delivered  by each Joint  Venture  Subsidiary  Borrower,
         substantially in the form attached hereto as Exhibit E, as the same may
         be amended, modified, supplemented, or restated, from time to time.

                  "Security  Agreement - Subsidiary  Borrower" means the Amended
         and  Restated  Security  Agreement - All  Property,  to be executed and
         delivered  by each  Subsidiary  Borrower  (other  than each  Subsidiary
         Borrower which is a Joint Venture Subsidiary  Borrower),  substantially
         in the form  attached  hereto as Exhibit F, as the same may be amended,
         modified, supplemented, or restated, from time to time.

                   "Security  Agreements"  means the  Security  Agreement - Fine
         Host, the Security  Agreements - Joint Venture Subsidiary  Borrower and
         the Security Agreements - Subsidiary Borrower.

                  "Security   Documents"   means   collectively,   the  Security
         Agreements,  the  Assignments of Receivables  and Proceeds,  the Pledge
         Agreements,  the Kentucky Mortgage, the Kentucky Conditional Assignment
         of Rentals and all other security documents  hereafter delivered to the
         Administrative  Agent  granting  a Lien on any  asset or  assets of any
         Person to secure the  Liabilities,  including  without  limitation such
         documents delivered pursuant to subsection 6.12.

                  "Special Texas Corporations"  means (a) Convention  Beverages,
         Inc.,  a Texas  corporation,  (b) Fine  Host of  Texas,  Inc.,  a Texas
         corporation,  and (c) each other company incorporated under the laws of
         the State of Texas in which Fine Host  enters into an  arrangement,  on
         terms  reasonably   satisfactory  to  the  Administrative   Agent,  for
         substantially   the  same  purpose  that  it  has  entered  into  Texas
         Management  Agreements with the corporations referred to in clauses (a)
         and (b) of this definition.

                  "Standard & Poor's" means Standard & Poor's Corporation or any
         other entity succeeding to any or all of its functions.

                   "Standby  Letter of Credit"  shall have the meaning  given to
         that term in subsection 2.1.11(b).

                  "Subordinated Debt" means liabilities, if any, of any Borrower
         which  are   subordinated  to  the  Liabilities  upon  such  terms  and
         conditions  as are  satisfactory  to the  Required  Banks in their sole
         discretion  (it  being   acknowledged  and  agreed  that  subordination
         provisions substantially on the terms and conditions set forth in Annex
         D shall  satisfy this  requirement),  and which arise or are  otherwise
         incurred in connection with any Permitted Acquisition, such liabilities
         to include, without limitation,  all such Indebtedness of the Borrowers
         described in Schedule 5.25, as supplemented  quarterly by an Acceptable
         Supplement, in accordance with the provisions of subsection 5.25.

                   "Subordinated Debt Documents" means all documents evidencing,
         securing, or related to the Subordinated Debt.

                  "Subsidiary"  means,  at any time, any corporation of which at
         least fifty percent (50%) of the issued and  outstanding  capital stock
         having  ordinary  voting  power to  elect a  majority  of the  board of
         directors or other governing body of such corporation  (irrespective of
         whether  at the  time  stock of any  other  class  or  classes  of such
         corporation  shall  have or might  have  voting  power by reason of the
         happening of any  contingency) is at the time,  directly or indirectly,
         owned by Fine Host, or any limited liability company, limited liability
         partnership,  joint venture or similar  entity of which more than fifty
         percent  (50%) of the  outstanding  equity  interests  is at the  time,
         directly or indirectly, owned by Fine Host.

                  "Subsidiary Borrower" means any Borrower that is a Subsidiary.

                   "Swing Line Bank"  shall have the meaning  given to that term
         in subsection 2.1.7.

                  "Swing Line Commitment" means the obligation of the Swing Line
         Bank to make  Swing  Line  Loans  pursuant  to  subsection  2.1.7 in an
         aggregate amount at any one time outstanding not to exceed Five Million
         and 00/100 Dollars ($5,000,000.00).

                   "Swing Line Loans" shall have the meaning  given to that term
         in subsection 2.1.7.

                   "Swing Line Note"  shall have the meaning  given to that term
         in subsection 2.1.8(e).

                   "Swing  Line  Participation  Amount"  shall have the  meaning
         given to that term in subsection 2.1.10(b).

                  "Tax  Code"  means  the  Internal  Revenue  Code of  1986,  as
         amended,  and any successor  statute of similar  import,  and rules and
         regulations  thereunder,  in each case as in effect  from time to time.
         References  to sections of the Tax Code shall be  construed to refer to
         any successor sections as well.

                  "Texas  Management   Agreements"  means,   collectively,   the
         Management Services  Agreement,  dated May 20, 1992, between Convention
         Beverages,  Inc. and Fine Host and the Management  Services  Agreement,
         dated January 31, 1991, between Fine Host of Texas, Inc. and Fine Host,
         and each other management services agreement,  reasonably  satisfactory
         to the Administrative Agent, entered into with any corporation referred
         to in clause (c) of the  definition of Special Texas  Corporations,  as
         each  of  such  agreements  may  be  amended,  modified,  supplemented,
         restated or extended from time to time.

                  "Transferee" means any Loan Participant or Assignee.

                   "Type"  means as to any Loan,  its nature as an ABR Loan or a
         LIBOR Loan.

                  "UCC" means the Uniform Commercial Code of the Commonwealth of
         Massachusetts  (or with respect to  Collateral in which a Lien may only
         be perfected pursuant to the laws of any other state or the District of
         Columbia,  the Uniform Commercial Code of such state or of the District
         of Columbia),  as amended,  and any successor statute of similar import
         as in effect from time to time.

                   "Uniform  Customs" means the Uniform Customs and Practice for
         Documentary Credits (1993 Revision),  International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "Working  Capital  Commitment"  means  as  to  any  Bank,  its
         obligation to make a Working  Capital Loan to the Borrower  Agent in an
         amount equal to the amount set forth opposite such Bank's name in Annex
         B under the heading "Working  Capital  Commitment ", as such amount may
         be  reduced   from  time  to  time   pursuant  to   subsection   2.1.5;
         collectively,  as to all the Banks, the "Working Capital  Commitments".
         The maximum principal amount of all of the Working Capital  Commitments
         shall  not,  at any time,  exceed  Fifty  Million  and  00/100  Dollars
         ($50,000,000.00).

                  "Working Capital  Commitment  Percentage" means as to any Bank
         at any time, the  percentage  which (i) the sum of (a) such Bank's then
         unused Working Capital  Commitment plus (b) such Bank's Working Capital
         Loans then  outstanding  plus (c) the product of the  percentage of the
         Working  Capital  Commitments  of all of the Banks then  constituted by
         such Bank's Working Capital  Commitments times the sum of (I) the Swing
         Line  Loans  then   outstanding  and  (II)  the  L/C  Obligations  then
         outstanding  then  constitutes  of (ii)  the  sum of (w) the  aggregate
         outstanding then unused Working Capital Commitments of all of the Banks
         plus (x) the aggregate principal amount of Working Capital Loans of all
         of the Banks then  outstanding  plus (y) the aggregate L/C  Obligations
         then outstanding  plus (z) the aggregate  principal amount of the Swing
         Line Loans then outstanding.

                  "Working Capital  Commitment Period" means the period from and
         after the Closing Date to and  including the Working  Capital  Maturity
         Date or such  earlier  date on which the  Working  Capital  Commitments
         shall terminate as
         provided herein.

                   "Working  Capital Fee Rate"  shall have the meaning  given to
         that term in subsection 2.1.13(a).

                   "Working  Capital Loans" shall have the meaning given to that
         term in subsection 2.1.1(a).

                   "Working Capital  Maturity Date" means the fifth  anniversary
         of the Closing Date.

                   "Working  Capital Notes" shall have the meaning given to that
         term in subsection 2.1.6(e).

         1.2 Accounting TermsAccounting Terms. Any accounting terms used in this
Agreement  which are not  specifically  defined  herein  shall have the meanings
customarily given to such terms in accordance with GAAP.

         1.3 Other Terms  Defined in the UCCOther  Terms Defined in the UCC. All
terms  contained in this  Agreement  (and which are not  otherwise  specifically
defined  herein)  shall have the meanings  provided by the UCC to the extent the
same are used or defined therein.

         1.4  ConstructionConstruction.  Unless the  context  of this  Agreement
otherwise  clearly  requires,  references  to the plural  include the  singular,
references  to the  singular  include the plural,  the term  "including"  is not
limiting,  and the term "or" has the inclusive meaning represented by the phrase
"and/or".  The terms "hereof,"  "herein,"  "hereunder" and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement. Section, subsection,  clause, exhibit and schedule references
are to this Agreement unless otherwise specified.

         2.       LOANS AND LETTERS OF CREDITLOANS AND LETTERS OF CREDIT.

         2.1      Working Capital LoansWorking Capital Loans.

                  2.1.1    Working Capital CommitmentWorking Capital Commitment.

                  (a)  Subject  to the terms and  conditions  hereof,  each Bank
         severally  agrees  to make  revolving  credit  loans  (such  loans  are
         hereinafter  sometimes referred to collectively as the "Working Capital
         Loans" and each singly as a "Working  Capital  Loan" and do not include
         any of the Swing Line  Loans) to the  Borrower  Agent from time to time
         during the Working Capital Commitment Period in an aggregate  principal
         amount at any one time  outstanding  which,  when added to such  Bank's
         Working Capital Commitment Percentage of (i) the then outstanding Swing
         Line  Loans and (ii) the then  outstanding  L/C  Obligations,  does not
         exceed the amount of such Bank's Working Capital Commitment. During the
         Working  Capital  Commitment  Period,  the  Borrower  Agent may use the
         Working Capital Commitments by borrowing, prepaying the Working Capital
         Loans in whole or in part, and reborrowing,  all in accordance with the
         terms and conditions hereof. Notwithstanding any provision contained in
         this Agreement or any of the other Loan Documents to the contrary,  the
         entire  outstanding  balance  of  all  of  the  Working  Capital  Loans
         (including without  limitation,  all unpaid principal,  all accrued but
         unpaid interest and all unpaid fees, charges, costs and expenses) shall
         be due and payable in full on the Working Capital Maturity Date.

                  (b) The  Working  Capital  Loans  may from time to time be (i)
         LIBOR  Loans,  (ii)  ABR  Loans  or  (iii) a  combination  thereof,  as
         determined  by the Borrower  Agent and  notified to the  Administrative
         Agent in accordance with subsections 2.1.2 and 3.2; provided,  however,
         that during the first three (3)  Business  Days  following  the Closing
         Date,  no Working  Capital  Loan  shall be a LIBOR  Loan;  and  further
         provided,  that, no Working  Capital Loan shall be made as a LIBOR Loan
         after  the day  that is one (1)  month  prior  to the  Working  Capital
         Maturity Date.

                   2.1.2 Procedure for Working Capital  Borrowing.  The Borrower
          Agent may borrow  under the  Working  Capital  Commitments  during the
          Working  Capital  Commitment  Period on any  Business  Day;  provided,
          however,  that the  Borrower  Agent  shall,  upon the  request  of the
          Administrative Agent, give the Administrative Agent irrevocable notice
          (which  notice must be received by the  Administrative  Agent prior to
          12:00 Noon,  Boston,  Massachusetts  time, (a) three (3) Business Days
          prior  to the  requested  Borrowing  Date,  if all or any  part of the
          requested  Working  Capital Loans are to be initially  LIBOR Loans, or
          (b) prior to 12:00 Noon, Boston,  Massachusetts time, one (1) Business
          Day  prior to the  requested  Borrowing  Date,  if all of the  Working
          Capital Loans to be made on such date are to be ABR Loans), specifying
          (i) the  amount  to be  borrowed  and (ii) if the  borrowing  is to be
          entirely or partly of LIBOR Loans, the respective amounts of each Type
          of Loan and the lengths of the initial  Interest Periods for each such
          LIBOR loan. Each borrowing under the Working Capital Commitments shall
          be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a
          whole  multiple  of  $500,000  in  excess  thereof  (or,  if the  then
          available Working Capital  Commitments are less than $1,000,000,  such
          lesser  amount) and (y) in the case of LIBOR  Loans,  $1,000,000  or a
          whole multiple of $500,000 in excess thereof. Upon receipt of any such
          notice  from  the  Borrower  Agent,  the  Administrative  Agent  shall
          promptly  notify each Bank thereof.  Each Bank will make the amount of
          its pro rata share of each borrowing  available to the  Administrative
          Agent  for the  account  of the  Borrower  Agent at the  office of the
          Administrative  Agent  specified  in  subsection  10.12 prior to 12:00
          Noon, Boston,  Massachusetts  time, on the Borrowing Date requested by
          the   Borrower   Agent  in   funds   immediately   available   to  the
          Administrative  Agent.  Such  borrowing will then be made available to
          the Borrower Agent by the  Administrative  Agent crediting the account
          of the Borrower  Agent on the books of such office prior to 1:00 P.M.,
          Boston,  Massachusetts time, on such Borrowing Date with the aggregate
          of the amounts made available to the Administrative Agent by the Banks
          and in like funds as received by the Administrative Agent.

                   2.1.3 Use of Working  Capital  Proceeds.  The proceeds of the
          Working Capital Loans shall be made available by the Borrower Agent to
          one or more of the Borrowers,  as determined by the Borrower Agent, to
          be used solely for the general corporate  purposes of the Borrowers in
          the  ordinary  course of their  business,  but in no event  shall such
          proceeds  be used for the  payment  of any of the  following:  (i) the
          payment of principal on any loan (other than the  reimbursement of any
          Letter of Credit under subsection 2.1.15), whether to the Banks or any
          other Person;  (ii) Project Costs funded by the proceeds of a Guidance
          Loan;  or (iii)  distributions  or payments  which are  prohibited  or
          restricted  (including  payments  which require the Banks to authorize
          such payments and which have not been  authorized)  under the terms of
          this Agreement.

                   2.1.4  Commitment  Fee.  The  Borrowers  agree  to pay to the
          Administrative Agent for the account of each Bank a commitment fee for
          the period from and  including  the first day of the  Working  Capital
          Commitment  Period to the Working Capital  Maturity Date,  computed at
          the rate of .225% per annum on the average  daily amount of the unused
          Working   Capital   Commitment  of  such  Bank   (including,   without
          limitation,  that portion of the unused Working Capital  Commitment of
          such Bank that is  available  to the  Borrower  for Swing Line  Loans)
          during the period for which  payment  is made,  payable  quarterly  in
          arrears on the  fifteenth  day of the month  following the end of each
          fiscal  quarter  ending  after the  Closing  Date,  and on the Working
          Capital  Maturity  Date or such  earlier  date as the Working  Capital
          Commitments  shall  terminate as provided  herein,  commencing  on the
          first of such dates to occur after the date hereof; provided, however,
          that,  from and after  September 24, 1997,  the commitment fee will be
          adjusted, on each Adjustment Date based upon the ratio of Consolidated
          Debt at the last day of the 12 month  period  ended on the date of the
          financial  statements relating to such Adjustment Date to the Adjusted
          Consolidated  EBITDA for such period as determined from such financial
          statements, to the commitment fee set forth on Annex A attached hereto
          opposite  the  level  for  which  the  ratio of  Consolidated  Debt to
          Adjusted   Consolidated   EBITDA  as  so   determined   satisfies  the
          corresponding   criteria  set  forth  under  the  heading   "Ratio  of
          Consolidated Debt to Adjusted Consolidated EBITDA."

                   2.1.5  Termination or Reduction of Commitments.  The Borrower
          Agent shall have the right, upon not less than ten (10) Business Days'
          prior notice to the  Administrative  Agent,  to terminate  the Working
          Capital Commitments or, from time to time, to reduce the amount of the
          Working  Capital  Commitments,  provided that no such  termination  or
          reduction  shall be permitted if, after giving  effect  thereto and to
          any  prepayments  of the Working  Capital  Loans made on the effective
          date thereof,  the aggregate  principal  amount of the Working Capital
          Loans  then  outstanding,  when  added  to the  then  outstanding  L/C
          Obligations  and Swing Line Loans,  would  exceed the Working  Capital
          Commitments  then in effect.  Any such reduction shall be in an amount
          equal to $1,000,000 or a whole  multiple of $500,000 in excess thereof
          and shall reduce  permanently the Working Capital  Commitments then in
          effect.

                   2.1.6 Repayment of Working Capital Loans; Evidence of Debt.al
          Loans; Evidence of Debt

                  (a) The Borrowers hereby unconditionally promise to pay to the
         Administrative  Agent  for the  account  of each  Bank the then  unpaid
         principal  amount  of each  Working  Capital  Loan of such  Bank on the
         Working  Capital  Maturity  Date (or  such  earlier  date on which  the
         Working Capital Loans become due and payable  pursuant to Section 8.1).
         The  Borrowers  hereby  further  agree to pay  interest  on the  unpaid
         principal  amount  of the  Working  Capital  Loans  from  time  to time
         outstanding  from the date hereof until  payment in full thereof at the
         rates per annum, and on the dates, set forth in subsection 3.4.

                  (b) The  Administrative  Agent shall  record in the  Register,
         with separate  subaccounts  for each Bank, (i) the amount and Borrowing
         Date of each Working Capital Loan made hereunder,  the Type thereof and
         each  Interest  Period  applicable  thereto,  (ii)  the  amount  of any
         principal or interest due and payable or to become due and payable from
         the  Borrowers to each Bank  hereunder and (iii) both the amount of any
         sum received by the  Administrative  Agent hereunder from the Borrowers
         and each Bank's share thereof.

                  (c) The entries  made in the Register  pursuant to  subsection
         2.1.6(b)  shall,  to the extent  permitted by applicable  law, be prima
         facie  evidence of the existence and amounts of the  obligations of the
         Borrowers therein recorded;  provided, however, that the failure of the
         Administrative  Agent to maintain the Register,  or any error  therein,
         shall not in any manner affect the obligation of the Borrowers to repay
         (with applicable  interest) the Working Capital Loans made by each Bank
         in accordance with the terms of this Agreement.

                  (d) On the  Closing  Date,  the  Borrowers  will  execute  and
         deliver to the Administrative Agent certain Working Capital Notes, each
         dated as of the  Closing  Date,  from  the  Borrowers,  evidencing  the
         Working Capital Loans of each Bank, each  substantially  in the form of
         Exhibit A, with  appropriate  insertions  as to the name and address of
         such Bank, the date and principal  amount (a "Working  Capital  Note").
         Each Bank is hereby  authorized  to record  the date and amount of each
         Working  Capital Loan made by such Bank and the date and amount of each
         payment or prepayment of principal  thereof on the schedule  annexed to
         and  constituting  a part of the  Working  Capital  Note,  and any such
         recordation   shall,  to  the  extent   permitted  by  applicable  law,
         constitute  prima facie evidence of the accuracy of the  information so
         recorded;  provided,  however,  that  the  failure  to  make  any  such
         recordation  (or any error  therein) shall not affect the obligation of
         the Borrowers to repay (with  applicable  interest) the Working Capital
         Loans made by such Bank in accordance with the terms of this Agreement.

                   2.1.7  Swing  Line  Commitment.  Subject  to  the  terms  and
          conditions  hereof,  BankBoston  (in such  capacity,  the "Swing  Line
          Bank")  agrees to make a portion of the  Working  Capital  Commitments
          available to the Borrower Agent during the Working Capital  Commitment
          Period  by  making  swing  line  loans  (such  loans  are  hereinafter
          sometimes  referred to collectively as the "Swing Line Loans" and each
          singly as a "Swing  Line Loan" and do not  include  any of the Working
          Capital Loans) to the Borrower Agent in an aggregate  principal amount
          not to exceed at any one time  outstanding the Swing Line  Commitment;
          provided  however,  that (a) the aggregate  principal  amount of Swing
          Line  Loans  outstanding  at any time  shall not exceed the Swing Line
          Commitment  then in  effect  and  (b) the  Borrower  Agent  shall  not
          request,  and the Swing Line Bank shall not make,  any Swing Line Loan
          if,  after  giving  effect to the making of such Swing Line Loan,  the
          Aggregate  Working  Capital  Outstandings  of all of the  Banks  would
          exceed  the  Working  Capital  Commitments  at such  time.  During the
          Working  Capital  Commitment  Period,  the Borrower  Agent may use the
          Swing Line  Commitment by borrowing,  repaying and  reborrowing  Swing
          Line Loans,  all in accordance  with the terms and conditions  hereof.
          Swing Line Loans may be ABR Loans  only.  To the extent not  otherwise
          prohibited  under this  Agreement,  the Borrower Agent may convert any
          Swing  Line Loan to a Working  Capital  Loan by  delivering  a written
          notice thereof to the Swing Line Bank.

                   2.1.8  Repayment  of Swing Line  Loans;  Evidence  of Debt.ne
          Loans; Evidence of Debt

                  (a) The Borrowers hereby unconditionally promise to pay to the
         Administrative  Agent for the  account  of the Swing Line Bank the then
         unpaid  principal amount of the Swing Line Loans on the Working Capital
         Maturity  Date (or such  earlier  date on which  the Swing  Line  Loans
         become due and payable  pursuant to Section 8.1). The Borrowers  hereby
         further  agree to pay to the Swing  Line Bank  interest  on the  unpaid
         principal  amount of the Swing Line Loans from time to time outstanding
         from the date  hereof  until  payment in full  thereof at the rates per
         annum,  and on the dates,  set forth in subsection  3.4. No Bank (other
         than the Swing Line Bank)  shall have any right to receive  payments of
         interest on the Swing Line Loan.

                  (b) The Swing Line Bank shall maintain in accordance  with its
         usual practice an account or accounts  evidencing  indebtedness  of the
         Borrowers  to the Swing Line Bank  resulting  from the Swing Line Loans
         made by the Swing Line Bank from time to time, including the amounts of
         principal  and  interest  payable  and paid to the Swing Line Bank from
         time to time under this Agreement.

                  (c) The Administrative  Agent shall record in the Register (i)
         the amount and Borrowing  Date of each Swing Line Loan made  hereunder,
         (ii) the amount of any  principal  or  interest  due and  payable or to
         become  due and  payable  from the  Borrowers  to the  Swing  Line Bank
         hereunder   and  (iii)  the   amount  of  any  sum   received   by  the
         Administrative Agent hereunder in respect of Swing Line Loans.

                  (d) The entries  made in the Register  pursuant to  subsection
         2.1.8(c)  shall,  to the extent  permitted by applicable  law, be prima
         facie  evidence of the existence and amounts of the  obligations of the
         Borrowers therein recorded;  provided, however, that the failure of the
         Swing Line Bank or the  Administrative  Agent to maintain the Register,
         or any error therein,  shall not in any manner affect the obligation of
         the Borrowers to repay (with applicable  interest) the Swing Line Loans
         made by the  Swing  Line  Bank in  accordance  with  the  terms of this
         Agreement.

                  (e) On the  Closing  Date,  the  Borrowers  shall  execute and
         deliver to the Swing Line Bank a certain  Swing Line Note,  dated as of
         the Closing Date,  from the Borrowers,  evidencing each Swing Line Loan
         of the Swing  Line Bank,  substantially  in the form of Exhibit B, with
         appropriate  insertion as to date (a "Swing Line Note"). The Swing Line
         Bank is hereby  authorized  to record the date and amount of each Swing
         Line Loan made by the Swing  Line Bank and the date and  amount of each
         payment or prepayment of principal  thereof on the schedule  annexed to
         and  constituting  a  part  of  the  Swing  Line  Note,  and  any  such
         recordation   shall,  to  the  extent   permitted  by  applicable  law,
         constitute  prima facie evidence of the accuracy of the  information so
         recorded;  provided,  however,  that  the  failure  to  make  any  such
         recordation  (or any error  therein) shall not affect the obligation of
         the Borrowers to repay (with applicable  interest) the Swing Line Loans
         made by the  Swing  Line  Bank in  accordance  with  the  terms of this
         Agreement.

                   2.1.9  Procedurefor  Borrowing Swing Line Loans. Whenever the
          Borrower  Agent  desires the Swing Line Bank to make a Swing Line Loan
          under subsection  2.1.7, it shall,  upon the request of the Swing Line
          Bank, give the Swing Line Bank irrevocable telephonic notice confirmed
          promptly in writing (which  telephonic  notice must be received by the
          Swing Line Bank not later that than 12:00 Noon, Boston,  Massachusetts
          time, on the proposed Borrowing Date), specifying (i) the amount to be
          borrowed  and (ii) the  requested  Borrowing  Date  (which  shall be a
          Business Day during the Working Capital Commitment Period).  Not later
          than 1:00 p.m.  Boston,  Massachusetts  time,  on the  Borrowing  Date
          specified  in a notice  requesting  a Swing Line Loan,  the Swing Line
          Bank shall make available to the Administrative  Agent for the account
          of the  Borrower  Agent  at the  office  of the  Administrative  Agent
          specified in subsection 10.12 an amount in immediately available funds
          equal to the  amount  of the  Swing  Line Loan to be made by the Swing
          Line Bank.  The  Administrative  Agent shall make the proceeds of such
          Swing Line Loan  available to the  Borrower  Agent not later than 2:00
          p.m., Boston,  Massachusetts time, on such Borrowing Date by crediting
          the account of the Borrower Agent,  on the books of such office,  with
          such proceeds in immediately available funds.

                  2.1.10   Swing Line Loan Participants.

                  (a) Notwithstanding anything herein to the contrary, the Swing
         Line Bank  shall not be  obligated  to make any Swing  Line  Loans if a
         Default or an Event of Default shall have occurred and be continuing on
         the Borrowing Date specified in a notice  requesting a Swing Line Loan.
         The Swing Line Bank shall  notify the  Borrower  Agent of its  election
         under this subsection 2.1.10 not to make any Swing Line Loans.

                  (b)  Each  Bank  shall  purchase  an  undivided  participating
         interest in an amount equal to such Bank's Working  Capital  Commitment
         Percentage of the aggregate  principal  amount of Swing Line Loans then
         outstanding (the "Swing Line  Participation  Amount") on the earlier of
         the following  dates:  (i) the date on which any Event of Default shall
         have  occurred,  or (ii) the date on which the Swing Line Bank delivers
         to such Bank a written notice requesting such purchase.  On the date of
         such  purchase,  each Bank shall  deliver  to the Swing  Line Bank,  in
         immediate available funds, such Swing Line Loan Participation Amount.

                  (c)  Whenever,  at any time  after  the  Swing  Line  Bank has
         received from any Bank such Bank's Swing Line Participation Amount, the
         Swing  Line Bank  receives  any  payment  on  account of the Swing Line
         Loans,  the Swing Line Bank will  distribute  to such Bank its pro rata
         share of such payment (appropriately  adjusted, in the case of interest
         payments,  to reflect  the  period of time  during  which  such  Bank's
         participating interest was outstanding and funded); provided,  however,
         that in the event that such payment  received by the Swing Line Bank is
         required to be  returned,  such Bank will return to the Swing Line Bank
         any  portion  thereof  previously  distributed  to it by the Swing Line
         Bank.

                  (d) Each Bank's obligation to purchase participating interests
         pursuant to subsection  2.1.10(b)  shall be absolute and  unconditional
         and shall  not be  affected  by any  circumstance,  including,  without
         limitation, (i) any set-off, counterclaim, recoupment, defense or other
         right  which such Bank or any of the  Borrowers  may have  against  the
         Swing  Line  Bank,  any of the  Borrowers  or any other  Person for any
         reason  whatsoever;  (ii) the occurrence or continuance of a Default or
         an  Event  of  Default;  (iii)  any  adverse  change  in the  condition
         (financial  or  otherwise)  of the  Borrowers;  (iv) any breach of this
         Agreement  or any other Loan  Document  by any other  Bank;  or (v) any
         other  circumstance,  happening  or event  whatsoever,  whether  or not
         similar to any of the foregoing.

                   2.1.11 Letter of Credit Commitment. tter of Credit Commitment

                  (a) Subject to the terms and conditions hereof, BankBoston (in
         such capacity,  the "Issuing  Bank"),  in reliance on the agreements of
         the  other  Banks set forth in  subsection  2.1.14(a),  agrees to issue
         Letters of Credit for the account of the Borrower Agent on any Business
         Day during the Working Capital Commitment Period in such form as may be
         approved from time to time by the Issuing Bank; provided however,  that
         the Issuing Bank shall have no obligation  to, and shall not, issue any
         Letter of Credit if, after giving effect to such issuance,  (i) the L/C
         Obligations  would  exceed  the L/C  Commitment  or (ii) the  Available
         Working Capital  Commitments would be less than zero. Letters of Credit
         issued under the Existing  Credit  Agreement and  outstanding as of the
         Closing Date shall be deemed to be issued  under this  Agreement on the
         Closing Date by the Issuing Bank and shall be Letters of Credit for all
         purposes of this Agreement.

                  (b) Each Letter of Credit shall: (i) be denominated in Dollars
         and shall be either  (x) a standby  letter of credit  issued to support
         obligations  of any of  the  Borrowers,  contingent  or  otherwise,  in
         connection  with its  working  capital and  business  needs (a "Standby
         Letter of  Credit")  or (y) a  commercial  letter  of credit  issued in
         respect of the purchase of goods or services by any of the Borrowers in
         the ordinary course of business (a "Commercial Letter of Credit");  and
         (ii)  expire no later  than  thirty  (30)  calendar  days  prior to the
         Working Capital Maturity Date.  Notwithstanding any provision contained
         herein to the  contrary,  the proceeds of draws on any Letter of Credit
         shall not be used,  directly or  indirectly,  for any of the  following
         purposes:  (i) the payment of  principal,  interest,  or charges on any
         loan,  whether to the Banks or any other Person;  (ii) for repayment of
         the Working Capital Loans or the Guidance Loans; or (iii) distributions
         or payments  which are  prohibited  or restricted  (including  payments
         which require the Banks to authorize such payments)  under the terms of
         this Agreement.

                  (c) Each  Letter of Credit  shall be  subject  to the  Uniform
         Customs and, to the extent not inconsistent therewith,  the laws of The
         Commonwealth of Massachusetts.

                  (d) The  Issuing  Bank shall not at any time be  obligated  to
         issue any Letter of Credit  hereunder if such issuance  would  conflict
         with,  or cause  the  Issuing  Bank or any Bank to  exceed  any  limits
         imposed by, any applicable law.

                   2.1.12  Procedurefor   Issuance  of  Letter  of  Credit.  The
          Borrower  Agent may from time to time  request  that the Issuing  Bank
          issue a Letter of  Credit by  delivering  to the  Issuing  Bank at its
          address for  notices  specified  in  subsection  10.12 an  Application
          therefor,  completed to the satisfaction of the Issuing Bank, and such
          other certificates,  documents and other papers and information as the
          Issuing Bank may reasonably request. The Issuing Bank shall notify the
          Banks  promptly  of  the  receipt  of  any  request  pursuant  to  the
          immediately preceding sentence.  Upon receipt of any Application,  the
          Issuing  Bank will  process  such  Application  and the  certificates,
          documents  and  other  papers  and  information  delivered  to  it  in
          connection  therewith in accordance with its customary  procedures and
          shall promptly issue the Letter of Credit requested thereby by issuing
          the original of such Letter of Credit to the beneficiary thereof or as
          otherwise  may be agreed  between  the Issuing  Bank and the  Borrower
          Agent.  The Issuing Bank shall furnish a copy of such Letter of Credit
          to the Administrative  Agent and the Borrower Agent promptly following
          the issuance thereof.

                   2.1.13 Fees, Commissions and Other Charges.missions and Other
          Charges

                  (a) On each L/C Fee Payment Date, the Borrower Agent shall pay
         to the Administrative  Agent, for the account of the Banks, a letter of
         credit fee with  respect to each  Letter of  Credit,  computed  for the
         period  from the date of  issuance  of such  Letter  of  Credit  or the
         immediately  preceding L/C Fee Payment Date, as the case may be, at the
         rate of .75% per annum (the "Working Capital Fee Rate"),  calculated on
         the basis of a 360-day  year for actual days  elapsed,  on the weighted
         average amount available to be drawn under such Letter of Credit during
         the relevant period, to be shared ratably among the Banks in accordance
         with their respective Working Capital Commitment Percentages; provided,
         however,  that from and after  September 24, 1997, the Working  Capital
         Fee Rate shall be equal to the  Applicable  Margin  for LIBOR  Loans in
         effect from time to time. Such fees shall be payable in arrears on each
         L/C Fee  Payment  Date after the  issuance of such Letter of Credit and
         shall be nonrefundable.

                  (b) The Borrowers shall also pay to the Administrative  Agent,
         for the account of the Issuing  Bank,  a fronting  fee with  respect to
         each Letter of Credit  equal to 0.125% of the face amount  available to
         be drawn under such Letter of Credit.  Such  fronting  fee shall be due
         and  payable on the date of issuance of such Letter of Credit and shall
         be nonrefundable.

                  (c) In addition to the foregoing  fees,  Borrower shall pay or
         reimburse  the Issuing Bank for such  reasonable,  normal and customary
         costs and  expenses as are  incurred or charged by the Issuing  Bank to
         issue,  effect payment under, amend or otherwise  administer any Letter
         of Credit.

                  (d) The  Administrative  Agent shall,  promptly  following its
         receipt thereof,  distribute to the Issuing Bank and the Banks all fees
         and  commissions   received  by  the  Administrative  Agent  for  their
         respective accounts pursuant to this subsection 2.1.13.

                   2.1.14 L/C Participations..1.14 L/C Participations.

                  (a) The Issuing  Bank  irrevocably  agrees to grant and hereby
         grants to each Bank, and to induce the Issuing Bank to issue Letters of
         Credit hereunder,  each Bank irrevocably  agrees to accept and purchase
         and hereby  accepts and  purchases  from the Issuing Bank, on the terms
         and conditions hereinafter stated, for such Bank's own account and risk
         an undivided  interest equal to such Bank's Working Capital  Commitment
         Percentage  in the Issuing  Bank's  obligations  and rights  under each
         Letter of Credit issued  hereunder and the amount of each draft paid by
         the Issuing Bank under such Letter of Credit. Each Bank unconditionally
         and  irrevocably  agrees with the Issuing Bank that, if a draft is paid
         under any Letter of Credit for which the Issuing Bank is not reimbursed
         in  full  by the  Borrowers  in  accordance  with  the  terms  of  this
         Agreement,  such Bank shall pay to the Issuing  Bank upon demand at the
         Issuing  Bank's  address for notices  specified in subsection  10.12 an
         amount equal to such Bank's Working  Capital  Commitment  Percentage of
         the  amount  of  such  draft,  or any  part  thereof,  which  is not so
         reimbursed.

                  (b)  Whenever,  at any time  after the  Issuing  Bank has made
         payment  under any Letter of Credit and has received  from any Bank its
         pro rata share of such payment in accordance with subsection 2.1.14(a),
         the Issuing Bank receives any payment  related to such Letter of Credit
         (whether directly from the Borrowers or otherwise,  including  proceeds
         of Collateral  applied  thereto by the Issuing Bank), or any payment of
         interest on account  thereof,  the Issuing Bank will distribute to such
         Bank its pro rata share thereof;  provided,  however,  that if any such
         payment  received by the Issuing  Bank shall be required to be returned
         by the Issuing  Bank,  each Bank shall  return to the Issuing  Bank the
         portion  thereof  previously  distributed  by the Issuing  Bank to such
         Bank.

                   2.1.15 Reimbursement Obligation of the Borrowers. ligation of
          the Borrowers

                  (a) The Issuing Bank shall notify the Borrower  Agent promptly
         of each draft presented  under a Letter of Credit.  The Borrowers agree
         to  reimburse  the Issuing  Bank on each date on which the Issuing Bank
         notifies the Borrower Agent of the date and amount of a draft presented
         under any Letter of Credit and paid by the Issuing  Bank for the amount
         of (i) such draft so paid and (ii) any taxes,  fees,  charges and other
         reasonable  costs  and  expenses   incurred  by  the  Issuing  Bank  in
         connection  with such  payment.  Each such payment shall be made to the
         Issuing Bank at its address for notices  specified in subsection  10.12
         in Dollars in immediately available funds.

                  (b) Interest shall be payable on any and all amounts remaining
         unpaid by the Borrowers under this subsection 2.1.15, (i) from the date
         the draft  presented under the relevant Letter of Credit is paid to the
         date on which the Borrowers  are required to pay such amounts  pursuant
         to  subsection  2.1.15(a)  at the rate  which  would then be payable on
         Working Capital Loans that are ABR Loans and (ii) thereafter if payment
         is not timely made by the Borrowers,  until payment in full at the rate
         which would be payable on overdue  Working  Capital  Loans that are ABR
         Loans.

                  (c) Each draft under any Letter of Credit  shall  constitute a
         request  by the  Borrower  Agent  to  the  Administrative  Agent  for a
         borrowing  pursuant to  subsection  2.1.2 of ABR Loans in the amount of
         such draft (but without any  requirement  for compliance with the prior
         notice provisions of subsection 2.1.2). The Borrowing Date with respect
         to such  borrowing  shall be the date of such draft and each Bank shall
         make  its  Working  Capital  Commitment  Percentage  of such  borrowing
         available to the Administrative  Agent on such date to be used to repay
         for the  account of the  Borrower  Agent the  Reimbursement  Obligation
         created by such draft. The Issuing Bank shall notify the Banks promptly
         of each draft  under a Letter of Credit to be  reimbursed  pursuant  to
         this subsection 2.1.15(c).

                   2.1.16 Obligations Absolute

                  (a) The  obligations  of the Borrowers  under this Section 2.1
         shall be absolute and unconditional under any and all circumstances and
         irrespective  of any set-off,  counterclaim or defense to payment which
         any of the Borrowers may have or have had against the Issuing Bank, any
         Bank or any beneficiary of a Letter of Credit.

                  (b) The  Borrowers  acknowledge  that neither the Issuing Bank
         nor  any  Bank  shall  be  responsible   for,  and  the   Reimbursement
         Obligations  shall not be  affected  by,  among other  things,  (i) the
         validity or  genuineness of documents or of any  endorsements  thereof,
         even  though  such  documents  shall  in  fact  prove  to  be  invalid,
         fraudulent  or forged,  (ii) any dispute  between or among any Borrower
         and any beneficiary of any Letter of Credit or any other party to which
         such  Letter of Credit  may be  transferred  or (iii) any claims of any
         Borrower  against any  beneficiary of such Letter of Credit or any such
         transferee.

                  (c) The  Issuing  Bank  shall  not be  liable  for any  error,
         omission,  interruption or delay in transmission,  dispatch or delivery
         of any message or advice,  however transmitted,  in connection with any
         Letter of Credit, except for errors, omissions, interruptions or delays
         caused by the Issuing Bank's gross negligence or willful misconduct.

                  (d)  Each  Borrower  acknowledges  that  any  action  taken or
         omitted by the Issuing Bank under or in  connection  with any Letter of
         Credit or the  related  drafts or  documents  (including  any action or
         matter referred to in clause (b) or (c) above),  if done in the absence
         of gross  negligence or willful  misconduct and in accordance  with the
         standards of care specified in the Uniform  Customs,  and to the extent
         not  inconsistent  therewith,  the UCC,  shall be  binding on each such
         Borrower,  and shall not result in any liability of the Issuing Bank to
         any Borrower.

                   2.1.17  Letter of  Credit  Payments.  If any  draft  shall be
          presented  for payment  under any Letter of Credit,  the Issuing  Bank
          shall, within a reasonable time after its receipt thereof, examine all
          documents  purporting  to  represent a demand for  payment  under such
          Letter of Credit to ascertain that the same appear on their face to be
          in conformity  with the terms and conditions of such Letter of Credit.
          The Issuing Bank shall also promptly  notify the Borrower Agent of the
          date and amount of such draft. The  responsibility of the Issuing Bank
          to the  Borrower  Agent in  connection  with any draft  presented  for
          payment under any Letter of Credit  shall,  in addition to any payment
          obligation expressly provided for in such Letter of Credit, be limited
          to determining  that the documents  (including  such draft)  delivered
          under such Letter of Credit in connection with such presentment are in
          conformity with such Letter of Credit.

                   2.1.18  Application.  To the extent that any provision of any
          Application  related to any Letter of Credit is inconsistent  with the
          provisions  of this Section 2.1,  the  provisions  of this Section 2.1
          shall apply.

                   2.1.19  QuarterlyReports.  The Issuing Bank shall  furnish to
          each Bank a quarterly  report with respect to Letters of Credit issued
          or outstanding during such quarter and any drawings thereunder.


          2.2 Guidance Loans

                   2.2.1 Guidance Loan Commitment

                  (a)  Subject  to the terms and  conditions  hereof,  each Bank
         severally agrees to make revolving  credit loans ("Guidance  Loans") to
         the  Borrower  Agent  from  time  to  time  during  the  Guidance  Loan
         Commitment  Period  in an  aggregate  principal  amount at any one time
         outstanding  which does not exceed the amount of such  Bank's  Guidance
         Loan  Commitment.  During the  Guidance  Loan  Commitment  Period,  the
         Borrower  Agent may use the Guidance Loan  Commitments by borrowing and
         prepaying  the  Guidance  Loans in whole or in part,  and  reborrowing,
         until the Guidance Loan  Conversion  Date,  all in accordance  with the
         terms and conditions hereof. Notwithstanding any provision contained in
         this Agreement or any of the other Loan Documents to the contrary,  the
         entire  outstanding  balance of all of the  Guidance  Loans  (including
         without  limitation,  all  unpaid  principal,  all  accrued  but unpaid
         interest and all unpaid fees, charges, costs and expenses) shall be due
         and payable in full on the Guidance Loan Maturity Date.

                  (b) The  Guidance  Loans  may from  time to time be (i)  LIBOR
         Loans,  (ii) ABR Loans or (iii) a  combination  of LIBOR  Loans and ABR
         Loans,  as  determined  by  the  Borrower  Agent  and  notified  to the
         Administrative  Agent in  accordance  with  subsections  2.2.2 and 3.2;
         provided,  however,  that  during  the first  three (3)  Business  Days
         following the Closing Date, no Guidance Loan shall be a LIBOR Loan; and
         further  provided,  that no Guidance Loan shall be made as a LIBOR Loan
         after the day that is one (1) month prior to the Guidance Loan Maturity
         Date.

                   2.2.2  Procedurefor  Guidance  Loan  Borrowing.  The Borrower
          Agent may  borrow  under the  Guidance  Loan  Commitments  during  the
          Guidance  Loan  Commitment  Period  on  any  Business  Day;  provided,
          however,  that the  Borrower  Agent  shall,  upon the  request  of the
          Administrative Agent, give the Administrative Agent irrevocable notice
          (which  notice  must be  received  by the  Administrative  Agent prior
          before 12:00 Noon, Boston, Massachusetts time, three (3) Business Days
          prior  to the  requested  Borrowing  Date,  if all or any  part of the
          requested  Guidance Loans are to be LIBOR Loans, or before 12:00 Noon,
          Boston,  Massachusetts  time,  one  (1)  Business  Day  prior  to  the
          requested  Borrowing  Date if all of the Guidance  Loans to be made on
          such date are to be ABR Loans), specifying in each case (i) the amount
          to be borrowed,  and (ii) if the borrowing is to be entirely or partly
          of LIBOR Loans, the amount of each Type of Loan and the lengths of the
          initial Interest Period for each such LIBOR Loan. Each borrowing under
          the Guidance  Loan  Commitments  shall be in an amount equal to (x) in
          the case of ABR Loans,  Two Hundred Fifty  Thousand and 00/100 Dollars
          ($250,000.00)  or a whole multiple of One Hundred  Thousand and 00/100
          Dollars  ($100,000.00)  in excess  thereof (or, if the then  available
          Guidance Loan Commitments are less than One Million and 00/100 Dollars
          ($1,000,000.00), the entire such lesser amount) and (y) in the case of
          LIBOR Loans, One Million and 00/100 Dollars ($1,000,000.00) or a whole
          multiple of Five Hundred Thousand and 00/100 Dollars  ($500,000.00) in
          excess  thereof.  Upon  receipt of any such notice  from the  Borrower
          Agent,  the  Administrative  Agent  shall  promptly  notify  each Bank
          thereof.  Each Bank will make the amount of its pro rata share of each
          borrowing available to the Administrative Agent for the account of the
          Borrower Agent at the office of the Administrative  Agent specified in
          subsection 10.12 prior to 12:00 Noon, Boston,  Massachusetts  time, on
          the  Borrowing   Date   requested  by  the  Borrower  Agent  in  funds
          immediately available to the Administrative Agent. Such borrowing will
          then be made  available  to the Borrower  Agent by the  Administrative
          Agent  crediting the account of the Borrower Agent on the books of the
          Administrative  Agent  at such  office  prior  to 1:00  P.M.,  Boston,
          Massachusetts  time, on such  Borrowing Date in an amount equal to the
          aggregate of the amounts made available to the Administrative Agent by
          the Banks and in like funds as received by the Administrative Agent.

                   2.2.3 Use of  Guidance  Loan  Proceeds.  The  proceeds of any
          Guidance Loan shall be made  available by the Borrower Agent to one or
          more of the Borrowers, as determined by the Borrower Agent, to be used
          by the Borrowers solely for the payment of Project Costs to the extent
          permitted under this Agreement, but in no event shall such proceeds be
          used for the  payment  of any of the  following:  (i) the  payment  of
          principal,  interest,  or charges on any loan, whether to the Banks or
          any other  Person;  (ii) payment of Working  Capital  Loans;  or (iii)
          distributions   or  payments   which  are   prohibited  or  restricted
          (including payments which require the Banks to authorize such payments
          and which have not been authorized) under the terms of this Agreement.

                   2.2.4  Commitment  Fee.  The  Borrowers  agree  to pay to the
          Administrative Agent for the account of each Bank a commitment fee for
          the  period  from and  including  the first day of the  Guidance  Loan
          Commitment Period to the Guidance Loan Maturity Date,  computed at the
          rate of .225%  per annum on the  average  daily  amount of the  unused
          Guidance  Loan  Commitment  of such Bank  during  the period for which
          payment is made,  payable quarterly in arrears on the fifteenth day of
          the month  following the end of each fiscal  quarter  ending after the
          Closing Date and on the Guidance  Loan  Maturity  Date or such earlier
          date as the  Guidance  Loan  Commitments  shall  terminate as provided
          herein  commencing  on the first of such dates to occur after the date
          of this Agreement;  provided,  however, that, from and after September
          24, 1997, the commitment fee will be adjusted, on each Adjustment Date
          based  upon the ratio of  Consolidated  Debt at the last day of the 12
          month period ended on the date of the financial statements relating to
          such  Adjustment  Date to the  Adjusted  Consolidated  EBITDA for such
          period as determined from such financial statements, to the commitment
          fee set forth on Annex A attached  hereto opposite the level for which
          the ratio of Consolidated Debt to Adjusted  Consolidated  EBITDA as so
          determined  satisfies the  corresponding  criteria set forth under the
          heading "Ratio of Consolidated Debt to Adjusted Consolidated EBITDA."

                   2.2.5  Conversion  of Guidance  Loans.  On the Guidance  Loan
          Conversion   Date,   the  principal   amount  of  each  Guidance  Loan
          outstanding on such date shall be converted into a Loan having a fixed
          repayment  schedule as  provided  below  (each a  "Converted  Guidance
          Amount"),  and may no longer be reborrowed  hereunder,  and the entire
          Guidance Loan Commitment shall thereupon be reduced to an amount equal
          to the aggregate sum of all Converted Guidance Amounts. From and after
          the Guidance Loan  Conversion  Date,  the then  outstanding  principal
          amount of each Guidance Note evidencing  each such Converted  Guidance
          Amount  shall be due and  payable  in  twelve  (12)  equal,  quarterly
          installments,  commencing  on the last day of the first full  calendar
          quarter  following the Guidance Loan  Conversion  Date. From and after
          the Guidance Loan Conversion Date,  interest (computed on the basis of
          the actual  number of days elapsed over a 360-day  year) on the unpaid
          Converted  Guidance  Amount  shall  accrue at rate(s)  selected by the
          Borrower  Agent,  in  accordance  with the  provisions  of  subsection
          2.2.1(b).

                   2.2.6  Termination or Reduction of Commitments.  The Borrower
          Agent shall have the right, upon not less than ten (10) Business Days'
          prior notice to the  Administrative  Agent,  to terminate the Guidance
          Loan  Commitments  or, from time to time,  to reduce the amount of the
          Guidance  Loan  Commitments,  provided  that  no such  termination  or
          reduction  shall be permitted if, after giving  effect  thereto and to
          any  prepayments  of the  Guidance  Loans made on the  effective  date
          thereof,  the aggregate  principal  amount of the Guidance  Loans then
          outstanding would exceed the Guidance Loan Commitments then in effect.
          Any such  reduction  shall be in an amount  equal to  $1,000,000  or a
          whole  multiple  of  $500,000  in  excess  thereof  and  shall  reduce
          permanently the Guidance Loan Commitments then in effect.

                   2.2.7 Repayment of Guidance Loans; Evidence of Debt.ce Loans;
          Evidence of Debt

                  (a)  The  Borrowers  unconditionally  promise  to  pay  to the
         Administrative  Agent  for the  account  of each  Bank the then  unpaid
         principal  amount of each  Guidance  Loan of such Bank on the  Guidance
         Loan  Maturity  Date (or such earlier date on which the Guidance  Loans
         become due and payable  pursuant to Section 8.1).  The Borrowers  shall
         pay interest on the unpaid  principal amount of the Guidance Loans from
         time to time  outstanding from the date of this Agreement until payment
         in full thereof at the rates per annum,  and on the dates, set forth in
         subsection 3.4.

                  (b) The  Administrative  Agent shall  record in the  Register,
         with separate  subaccounts  for each Bank, (i) the amount and Borrowing
         Date of each  Guidance Loan made  hereunder,  the Type thereof and each
         Interest Period applicable thereto, (ii) the amount of any principal or
         interest  due and  payable  or to  become  due  and  payable  from  the
         Borrowers to each Bank on such  Guidance Loan and (iii) both the amount
         of any sum  received by the  Administrative  Agent  hereunder  from the
         Borrowers and each Bank's share thereof.

                  (c) The entries  made in the Register  pursuant to  subsection
         2.2.7(b)  shall,  to the extent  permitted by applicable  law, be prima
         facie  evidence of the existence and amounts of the  obligations of the
         Borrowers therein recorded;  provided, however, that the failure of the
         Administrative  Agent to maintain the Register,  or any error  therein,
         shall not in any manner affect the obligation of the Borrowers to repay
         (with  applicable  interest)  the  Guidance  Loans made by each Bank in
         accordance with the terms of this Agreement.

                  (d) On the  Closing  Date,  the  Borrowers  will  execute  and
         deliver to the Administrative  Agent certain Guidance Notes, each dated
         as of the Closing Date,  from the  Borrowers,  evidencing  the Guidance
         Loans of each Bank, each  substantially  in the form of Exhibit C, with
         appropriate  insertions  as to the name and  address of such Bank,  the
         date and  principal  amount (a  "Guidance  Note").  Each Bank is hereby
         authorized  to record the date and amount of each Guidance Loan made by
         such Bank and the date and  amount of each  payment  or  prepayment  of
         principal thereof on the schedule annexed to and constituting a part of
         the  Guidance  Note,  and any such  recordation  shall,  to the  extent
         permitted by applicable  law,  constitute  prima facie  evidence of the
         accuracy of the information so recorded;  provided,  however,  that the
         failure to make any such  recordation  (or any error therein) shall not
         affect  the  obligation  of the  Borrowers  to repay  (with  applicable
         interest) the Guidance  Loans made by such Bank in accordance  with the
         terms of this Agreement.

 .        3.       GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

         3.1 Optional and Mandatory Prepayments.

          (a) Any  Borrower  may at any time and from  time to time  prepay  the
Loans, in whole or in part, without premium or penalty,  upon irrevocable notice
to the Administrative Agent prior to 11:00 a.m., Boston, Massachusetts time, one
(1) Business  Day prior to such  prepayment,  specifying  the date and amount of
prepayment  and  whether  the  prepayment  is of  LIBOR  Loans,  ABR  Loans or a
combination  thereof,  and, if of a combination thereof, the amount allocable to
each. Upon receipt of any such notice the Administrative Agent shall notify each
affected Bank thereof on the date of receipt of such notice.  If any such notice
is given,  the amount  specified  in such notice shall be due and payable on the
date specified therein, together with any amounts payable pursuant to subsection
3.11.  Amounts  prepaid on account of the Guidance  Loans may not be  reborrowed
after the Guidance Loan Conversion  Date.  Partial  prepayments  shall be in the
aggregate  principal  amount of  $1,000,000  or a whole  multiple of $500,000 in
excess thereof.

         (b) The Guidance  Loans shall be prepaid,  and after the Guidance Loans
shall have been prepaid in full, any outstanding  Working Capital Loans shall be
prepaid,  with  100%  (or such  lesser  amount  as is  equal to the  outstanding
Guidance Loans or Working Capital Loans) of (i) the Net Proceeds of the issuance
of Capital  Stock or other  equity  (other than the  exercise  of stock  options
issued to officers,  directors or employees)  by any Borrower  subsequent to the
Closing Date (other than the issuance of  additional  shares of Capital Stock or
other  equity by any  Borrower  to Fine Host or any  other  Borrower;  provided,
however,  that such shares of Capital  Stock are  pledged to the  Administrative
Agent, for the ratable benefit of the Banks, pursuant to the Pledge Agreements);
(ii)  the  Net  Proceeds  of any  Subordinated  Debt  incurred  by any  Borrower
subsequent  to the Closing  Date;  (iii) Net Contract  Proceeds in excess of Two
Million Five Hundred  Thousand and 00/100  Dollars  ($2,500,000.00)  during each
fiscal year of the Borrowers, commencing with the fiscal year ended December 31,
1997,  and (iv) Net Proceeds of any Asset Sale by any Borrower  permitted  under
subsection 7.6, where the Net Proceeds  realized from such Asset Sale (or series
of related  Asset Sales)  exceed Two Million  Five  Hundred  Thousand and 00/100
Dollars  ($2,500,000.00).  The Borrowers shall be entitled to retain and utilize
in their discretion (y) Net Contract  Proceeds that are Two Million Five Hundred
Thousand and 00/100 Dollars  ($2,500,000.00) or less and (z) Net Proceeds of any
Asset  Sale by any  Borrower  permitted  under  subsection  7.6,  where  the Net
Proceeds  realized  from any such Asset Sale (or series of related  Asset Sales)
are Two Million Five  Hundred  Thousand and 00/100  Dollars  ($2,500,000.00)  or
less.  Each prepayment  pursuant to this subsection  3.1(b) shall be made on the
tenth  Business  Day  following  receipt of such Net  Proceeds  or Net  Contract
Proceeds,  as the case may be. Except as otherwise provided in subsection 2.2.5,
no prepayment pursuant to this subsection 3.1(b) shall reduce the amounts of the
Commitments.

         (c)  Prepayments of  outstanding  Guidance Loans pursuant to subsection
3.1(b) shall be applied to the prepayment of such Guidance Loans pro rata to the
Banks.  Prepayments of outstanding  Working Capital Loans pursuant to subsection
3.1(b) shall be applied to the prepayment of such Working Capital Loans pro rata
to the Banks.  Amounts to be applied  pursuant to this subsection  3.1(c) to the
prepayment  of Loans  shall be  applied,  as  applicable,  first to  reduce  the
outstanding Guidance Loans and/or Working Capital Loans which are ABR Loans. Any
amounts  remaining  after  each such  application  shall,  at the  option of the
Borrower Agent, be applied to prepay Guidance Loans and/or Working Capital Loans
which are LIBOR Loans  immediately  and/or shall be deposited in the  Prepayment
Account  (as  defined  below).  The  Administrative  Agent  shall apply any cash
deposited in the  Prepayment  Account (i) allocable to Guidance  Loans to prepay
Guidance Loans which are LIBOR Loans and (ii) allocable to Working Capital Loans
to prepay Working  Capital Loans which are LIBOR Loans, in each case on the last
day of the  respective  Interest  Periods  therefor (or, at the direction of the
Borrower Agent, on any earlier date) until all outstanding Guidance Loans and/or
Working  Capital Loans which are LIBOR Loans have been prepaid or until all cash
on  deposit  in the  Prepayment  Account  with  respect  to such  Loans has been
exhausted.  For purposes of this Agreement,  the term "Prepayment Account" shall
mean  an  account  established  by the  Borrower  Agent,  on the  behalf  of the
Borrowers, with the Administrative Agent and over which the Administrative Agent
shall have exclusive dominion and control, including the right of withdrawal for
application in accordance with this subsection 3.1(c). The Administrative  Agent
will,  at the request of the Borrower  Agent,  invest  amounts on deposit in the
Prepayment  Account in Cash Equivalents that mature prior to the last day of the
applicable Interest Periods of the LIBOR Loans to be prepaid; provided, however,
that the Administrative Agent shall not be required to make any investment that,
in its sole judgment,  would require or cause the Administrative Agent to be in,
or  would  result  in any,  violation  of any  Requirement  of Law and  (ii) the
Administrative  Agent shall have no obligation  to invest  amounts on deposit in
the Prepayment  Account if a Default or Event of Default shall have occurred and
be continuing.  The Borrowers shall indemnify the  Administrative  Agent for any
losses relating to the investments so that the amount  available to prepay LIBOR
Loans on the last day of the applicable  Interest  Periods  therefor is not less
than the amount that would have been  available  had no  investments  been made.
Other than any interest earned on such investments, the Prepayment Account shall
not bear interest.  Interest or profits,  if any, on such  investments  shall be
deposited and  reinvested and disbursed as described  above.  If the maturity of
the Loans has been accelerated pursuant to Section 8.1, the Administrative Agent
shall first apply all amounts on deposit in the Prepayment Account to prepay the
outstanding  Guidance  Loans  pro rata to the Banks  and,  then,  to prepay  any
outstanding  Working  Capital  Loans  pro rata to the  Banks.  On  behalf of the
Borrowers, the Borrower Agent hereby grants to the Administrative Agent, for its
benefit  and the  ratable  benefit of the  Banks,  a  security  interest  in the
Prepayment  Account  to  secure  the  Liabilities.   Subject  to  the  foregoing
provisions of this subsection 3.1, all prepayments  hereunder shall be allocated
among the  Guidance  Loans and the  Working  Capital  Loans,  as directed by the
Borrower Agent.

         3.2 Conversion Options

         (a) The  Borrower  Agent may elect from time to time to  convert  LIBOR
Loans to ABR  Loans by giving  the  Administrative  Agent at least one  Business
Day's  prior  irrevocable  notice  of such  election,  provided  that  any  such
conversion of LIBOR Loans may only be made on the last day of an Interest Period
with respect thereto (or on any other day if on the date of such conversion, the
Borrowers  pay to the  Administrative  Agent for the  account of the  applicable
Banks  accrued  interest  on such  LIBOR  Loans to the  date of such  conversion
together with all amounts payable under subsection 3.11). The Borrower Agent may
elect  from  time to time to  convert  ABR Loans to LIBOR  Loans by  giving  the
Administrative  Agent at least three Business Days' prior irrevocable  notice of
such  election.  Any such notice of  conversion to LIBOR Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon receipt
of any such notice the Administrative  Agent shall promptly notify each affected
Bank thereof.  All or any part of  outstanding  LIBOR Loans and ABR Loans may be
converted as provided herein,  provided that (i) no Loan may be converted into a
LIBOR Loan when any Default or Event of Default has occurred  and is  continuing
and (ii) no Loan may be  converted  into a LIBOR Loan after the date that is one
month prior to the Working Capital  Maturity Date (in the case of conversions of
Working  Capital  Loans)  or the  Guidance  Loan  Maturity  Date (in the case of
conversions of Guidance Loans).

         (b) Any LIBOR Loans may be continued as such upon the expiration of the
then current  Interest  Period with respect thereto by the Borrower Agent giving
notice to the Administrative  Agent of the length of the next Interest Period to
be  applicable  to such  Loans;  provided,  however,  that no LIBOR  Loan may be
continued  as such (i) when any Default or Event of Default has  occurred and is
continuing or (ii) after the date that is one month prior to the Working Capital
Maturity Date (in the case of  continuations  of Working  Capital  Loans) or the
Guidance Loan Maturity Date (in the case of continuations of Guidance Loans) and
provided,  further,  however, that if the Borrower Agent shall fail to give such
notice  or  if  such   continuation   is  not  permitted  such  Loans  shall  be
automatically  converted  to ABR  Loans on the last  day of such  then  expiring
Interest Period.

          3.3  Minimum  Amounts  and Maximum  Number of Loans.  All  borrowings,
conversions and  continuations of Loans hereunder and all selections of Interest
Periods  hereunder  shall  be in  such  amounts  and be  made  pursuant  to such
elections so that, after giving effect thereto,  the aggregate  principal amount
of the Loans  comprising each LIBOR Loan shall be equal to $1,000,000 or a whole
multiple  of $500,000  in excess  thereof.  In no event shall there be more than
twelve (12) LIBOR Loans outstanding at any time.

          3.4 Interest Rates and Payment Dates.and Payment Dates

         (a) Each  LIBOR  Loan shall  bear  interest  for each day  during  each
Interest Period with respect thereto at a rate per annum equal to the LIBOR Rate
determined for such day plus the Applicable Margin.

          (b) Each ABR Loan shall bear interest at a rate per annum equal to the
ABR.

         (c) If all or a portion of (i) the principal  amount of any Loan,  (ii)
any interest payable thereon or (iii) any commitment fee or other amount payable
hereunder  shall  not be paid  when due  (whether  at the  stated  maturity,  by
acceleration or otherwise,  but taking into account any applicable  grace period
under subsection 8.1(a)),  such overdue amount shall bear interest at a rate per
annum  which is (x) in the  case of  overdue  principal,  the  rate  that  would
otherwise be applicable  thereto  pursuant to the  foregoing  provisions of this
subsection  plus  Two  Percent  (2%)  or (y) in the  case of  overdue  interest,
commitment  fees or other amounts due and payable  hereunder,  the rate equal to
the ABR plus Two Percent  (2%),  in each case from the date of such  non-payment
until such amount is paid in full (after as well as before judgment).

         (d) Interest shall be payable in arrears on each Interest Payment Date;
provided, however, that interest accruing pursuant to subsection 3.4(c) shall be
payable from time to time on demand.

Computation of Interest and Fees.Interest and Fees

         (a) Commitment  fees and interest shall be calculated on the basis of a
360-day year for the actual days elapsed. The Administrative Agent shall use its
best  efforts to notify the  Borrower  Agent and the  affected  Banks as soon as
practicable  of each  determination  of a LIBOR Rate. Any change in the interest
rate  on a  Loan  resulting  from a  change  in the  ABR  or the  LIBOR  Reserve
Requirement  shall become  effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall use its best
efforts  to  notify  the  Borrower  Agent  and  the  affected  Banks  as soon as
practicable of the effective date and the amount of each such change in interest
rate.

         (b) Each determination of an interest rate by the Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the Borrowers and the Banks in the absence of manifest error. The Administrative
Agent shall, at the request of the Borrower Agent, deliver to the Borrower Agent
a  statement  showing  the  quotations  used  by  the  Administrative  Agent  in
determining any interest rate pursuant to subsection 3.4(a).

         3.6 Inability to Determine Interest RateInability to Determine Interest
Rate. If prior to the first day of any Interest Period:  (i) the  Administrative
Agent shall have determined (which determination shall be conclusive and binding
upon the  Borrowers)  that,  by reason of  circumstances  affecting the relevant
market,  adequate and reasonable  means do not exist for  ascertaining the LIBOR
Rate for such  Interest  Period,  or (ii) the  Administrative  Agent  shall have
received  notice from the Required Banks that the LIBOR Rate determined or to be
determined  for such Interest  Period will not adequately and fairly reflect the
cost to such  Banks  (as  conclusively  certified  by such  Banks)  of making or
maintaining their affected Loans during such Interest Period, the Administrative
Agent shall give telecopy or telephonic notice thereof to the Borrower Agent and
the affected  Banks as soon as practicable  thereafter.  If such notice is given
(a) any LIBOR  Loans  requested  to be made on the  first  day of such  Interest
Period  shall be made as ABR  Loans,  and (b) any  Loans  that were to have been
converted  on the first day of such  Interest  Period  to LIBOR  Loans  shall be
converted to or continued as ABR Loans.  Until such notice has been withdrawn by
the  Administrative  Agent, no further LIBOR Loans shall be made or continued as
such,  nor shall the Borrower Agent have the right to convert ABR Loans to LIBOR
Loans.

         3.7      Pro Rata Treatment and Payments.

         (a) All payments  (including  prepayments)  to be made by the Borrowers
hereunder,  whether on account of principal,  interest, fees or otherwise, shall
be made without set off or  counterclaim  and shall be made prior to 12:30 P.M.,
Boston, Massachusetts time, on the due date thereof to the Administrative Agent,
for the account of the Banks at the  Administrative  Agent's office specified in
subsection  10.12,  in Dollars  and in  immediately  available  funds.  Payments
received  by the  Administrative  Agent  after such time shall be deemed to have
been  received  on  the  next  Business  Day.  The  Administrative  Agent  shall
distribute such payments to the Banks entitled to receive the same promptly upon
receipt in like funds as received. If any payment hereunder (other than payments
on the LIBOR Loans)  becomes due and payable on a day other than a Business Day,
such payment  shall be extended to the next  succeeding  Business Day, and, with
respect to payments of principal,  interest thereon shall be payable at the then
applicable  rate during such  extension.  If any payment on a LIBOR Loan becomes
due and payable on a day other than a Business  Day, the maturity  thereof shall
be extended to the next  succeeding  Business Day (and, with respect to payments
of principal,  interest  shall be payable  thereon at the then  applicable  rate
during such  extension)  unless the result of such extension  would be to extend
such payment into another  calendar  month, in which event such payment shall be
made on the immediately  preceding  Business Day. If, and to the extent that, on
any  Business Day the  Administrative  Agent  receives any payment  hereunder or
under the other  Loan  Documents  (including  any such  payment  representing  a
realization upon the  Collateral),  and such payment is not sufficient to pay in
full all  principal,  interest  and fees  then due and  payable  hereunder,  the
Administrative  Agent shall apply such payment  ratably to all such amounts then
due and payable.

         (b) Unless the Administrative Agent shall have been notified in writing
by any Bank prior to a  borrowing  that such Bank will not make the amount  that
would constitute its portion of such borrowing  available to the  Administrative
Agent, the Administrative  Agent may assume that such Bank is making such amount
available to the  Administrative  Agent,  and the  Administrative  Agent may, in
reliance  upon  such  assumption,   make  available  to  the  Borrower  Agent  a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date  therefor,  such Bank shall pay
to the Administrative  Agent, on demand,  such amount with interest thereon at a
rate equal to the daily  average  Federal  Funds Rate for the period  until such
Bank makes such amount  immediately  available to the  Administrative  Agent.  A
certificate of the  Administrative  Agent  submitted to any Bank with respect to
any amounts  owing under this  subsection  shall be conclusive in the absence of
manifest  error.  If such Bank's portion of such borrowing is not made available
to the Administrative  Agent by such Bank within three (3) Business Days of such
Borrowing Date, the Administrative  Agent shall also be entitled to recover such
amount  with  interest  thereon  at the rate per annum  applicable  to ABR Loans
hereunder,  on demand,  from the  Borrowers,  without  prejudice to any right or
claim which any of the Borrowers may have against such Bank.

         (c) Each  borrowing  by the  Borrower  Agent of Loans (other than Swing
Line Loans)  shall be made  ratably  from the Banks,  in  accordance  with their
respective  Commitment  Percentages.  Any reduction of the Commitments  shall be
made ratably among the Banks,  in accordance  with their  respective  Commitment
Percentages.

         3.8  IllegalityIllegality.  Notwithstanding any other provision herein,
if  the  adoption  of or  any  change  in  any  Requirement  of  Law  or in  the
interpretation  or  application  thereof  shall make it unlawful for any Bank to
make  or  maintain  LIBOR  Loans  as  contemplated  by this  Agreement,  (a) the
commitment of such Bank  hereunder to make LIBOR Loans,  continue LIBOR Loans as
such and convert ABR Loans to LIBOR Loans shall  forthwith  be  suspended  until
such time as it shall no longer be  unlawful  for such Bank to make or  maintain
LIBOR Loans as  contemplated  by this  Agreement  and (b) such Bank's Loans then
outstanding  as LIBOR Loans,  if any,  shall be converted  automatically  to ABR
Loans on the  respective  last days of the then  current  Interest  Periods with
respect to such Loans or within such  earlier  period as required by law. If any
such conversion of a LIBOR Loan occurs on a day which is not the last day of the
then current  Interest Period with respect  thereto,  the Borrowers shall pay to
such Bank such amounts, if any, as may be required pursuant to subsection 3.11.

         3.9      Requirements of Law.

         (a) If the  adoption of or any change in any  Requirement  of Law or in
the  interpretation  or  application  thereof or compliance by any Bank with any
request or  directive  (whether or not having the force of law) from any central
bank or other Governmental  Authority,  in each case made subsequent to the date
hereof:  (i)  shall  subject  any  Bank to any tax of any kind  whatsoever  with
respect to this  Agreement,  any Note, any Letter of Credit,  any Application or
any LIBOR Loan made by it, or change the basis of  taxation  of payments to such
Bank in respect thereof (except for Non-Excluded  Taxes as defined in subsection
3.10,  changes  in the rate of tax on the  overall  net  income of such Bank and
taxes imposed as a result of any future,  present or former  connection  between
the Bank and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such  connection  arising  solely from the Bank having  executed,  delivered  or
performed  its  obligations  or  received a payment  under,  or  enforced,  this
Agreement  or any  Note));  (ii) shall  impose,  modify or hold  applicable  any
reserve, special deposit,  compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances, loans
or other  extensions  of credit  by, or any other  acquisition  of funds by, any
office of such Bank which is not otherwise  included in the determination of the
LIBOR Rate  hereunder;  or (iii) shall impose on such Bank any other  condition;
and the result of any of the  foregoing is to increase the cost to such Bank, by
an amount  which such Bank deems to be  material,  of making,  converting  into,
continuing or maintaining  LIBOR Loans or issuing or participating in Letters of
Credit or to reduce any amount receivable hereunder in respect thereof, then, in
any such case, the Borrowers shall,  within ten (10) Business Days after receipt
by the  Borrower  Agent  of  such  Bank's  written  demand  (with  a copy to the
Administrative  Agent),  pay such Bank such additional amount or amounts as will
compensate  such Bank for such increased cost or reduced amount  receivable.  If
any Bank has demanded  compensation under this subsection 3.9(a) with respect to
any LIBOR Loan, the Borrower Agent shall have the option to convert  immediately
such  LIBOR Loan into an ABR Loan until the  circumstances  giving  rise to such
demand for  compensation no longer apply;  provided,  however,  that (i) no such
conversion  shall affect the obligation of the Borrowers to pay  compensation as
provided herein which is due with respect to the period prior to such conversion
and  (ii)  on the  date  of  such  conversion  the  Borrowers  shall  pay to the
Administrative  Agent for the benefit of the relevant  Bank accrued  interest on
such LIBOR Loan to the date of  conversion,  together  with any amounts  payable
pursuant to subsection 3.11.

         (b) If any Bank  shall  have  determined  that the  adoption  of or any
change  in  any  Requirement  of  Law  regarding  capital  adequacy  or  in  the
interpretation  or  application  thereof  or  compliance  by  such  Bank  or any
corporation  controlling  such  Bank with any  request  or  directive  regarding
capital adequacy  (whether or not having the force of law) from any Governmental
Authority,  in each case made  subsequent  to the date  hereof,  shall  have the
effect  of  reducing  the rate of return  on such  Bank's or such  corporation's
capital as a  consequence  of its  obligations  hereunder or under any Letter of
Credit to a level  below  that which  such Bank or such  corporation  could have
achieved but for such adoption,  change or compliance (taking into consideration
such Bank's or such corporation's  policies with respect to capital adequacy) by
an amount deemed by such Bank to be material, then from time to time, within ten
(10) Business Days after  receipt by the Borrower  Agent of such Bank's  written
demand (with a copy to the  Administrative  Agent),  the Borrowers  shall pay to
such Bank such  additional  amount or amounts as will  compensate  such Bank for
such  reduction.  The  determination  by such  Bank of the  amount  of any  such
increased costs incurred by it, if done in good faith,  and the  allocation,  if
any,  of  such  costs  among  the  Borrowers  and  other  customers  which  have
arrangements,  directly  or  indirectly,  with  such Bank  similar  to the LIBOR
option,  if made on an equitable basis, in the absence of manifest error,  shall
be conclusive.

         (c) If any Bank  becomes  entitled  to  claim  any  additional  amounts
pursuant to  subsection  3.9(a) or (b), it shall  promptly  notify the  Borrower
Agent (with a copy to the Administrative  Agent) of the event by reason of which
it has become so entitled.  A certificate as to any additional  amounts  payable
pursuant to this subsection submitted by such Bank to the Borrower Agent (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest
error.  The Borrowers  shall not be obligated to compensate any Bank pursuant to
this subsection 3.9 for amounts for any period in respect of which such Bank did
not  comply  with  its  obligation  set  forth  in the  first  sentence  of this
subsection;  provided,  however,  that the notice  provided for in such sentence
need not include a computation of amounts in respect thereof.  The agreements in
this subsection  shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

         3.10     Taxes.

         (a) All payments  made by the  Borrowers  under this  Agreement and any
Notes shall be made free and clear of, and without  deduction or withholding for
or on account of, any present or future  income,  stamp or other taxes,  levies,
imposts,  duties,  charges,  fees, deductions or withholdings,  now or hereafter
imposed, levied, collected,  withheld or assessed by any Governmental Authority,
excluding  net income taxes and franchise  taxes  (imposed in lieu of net income
taxes)  imposed on the  Administrative  Agent or any Bank (or  Transferee)  as a
result of any future,  present or former connection  between the  Administrative
Agent or such Bank (or  Transferee)  and the  jurisdiction  of the  Governmental
Authority  imposing such tax or any political  subdivision  or taxing  authority
thereof or therein  (other  than any such  connection  arising  solely  from the
Administrative Agent or such Bank (or Transferee) having executed,  delivered or
performed  its  obligations  or  received  a payment  under,  or  enforced  this
Agreement  or any Note or any other  Loan  Document).  If any such  non-excluded
taxes,  levies,  imposts,  duties,  charges,  fees  deductions  or  withholdings
("Non-Excluded  Taxes") are required to be withheld from any amounts  payable to
the  Administrative  Agent or any Bank (or  Transferee)  hereunder  or under any
Note,  the  amounts  so  payable  to the  Administrative  Agent or such Bank (or
Transferee) shall be increased  ("increased amounts") to the extent necessary to
yield to the Administrative Agent or such Bank (or Transferee) (after payment of
all Non-Excluded  Taxes) interest or any such other amounts payable hereunder at
the  rates  or  in  the  amounts  specified  in  this  Agreement.  Whenever  any
Non-Excluded  Taxes are  payable by the  Borrowers,  the  Borrower  Agent  shall
promptly send to the Administrative Agent for its own account or for the account
of such  Bank  (or  Transferee),  as the case  may be,  a  certified  copy of an
original   official  receipt  showing  payment  thereof  or  other  evidence  of
remittance of Non-Excluded  Taxes  reasonably  acceptable to the  Administrative
Agent.  If the  Borrowers  fail to pay any  Non-Excluded  Taxes  when due to the
appropriate  taxing authority or fail to remit to the  Administrative  Agent the
required receipts or other reasonably  acceptable evidence,  the Borrowers shall
indemnify  the  Administrative  Agent and the Banks for any  incremental  taxes,
interest or penalties that may become payable to the Administrative Agent or any
Bank as a result of any such failure. The Borrowers will indemnify each Bank (or
Transferee) and the  Administrative  Agent for the amount of Non-Excluded  Taxes
paid by such Bank (or Transferee) or the  Administrative  Agent, as the case may
be, and any  liability  (including  penalties,  interest and  expenses)  arising
therefrom or with respect thereto.  The agreements in this subsection 3.10 shall
survive the termination of this Agreement and payment of the Loans and all other
amounts payable thereunder.

         (b)  Each  Bank  (and  each  Transferee)  that is not  incorporated  or
organized  under the laws of the United  States of  America  or a state  thereof
shall:

                  (i)      in the case of a Bank or a Transferee that is a
         "bank" under Section 881(c)(3)(A) of the Tax Code:

                           (A) on or before  the date it becomes a party to this
                  Agreement (or, in the case of a Loan Participant, on or before
                  the date such  Loan  Participant  becomes  a Loan  Participant
                  hereunder)  and on or before the date,  if any,  such Bank (or
                  Transferee)   changes  its   applicable   lending   office  by
                  designating  a  different   lending  office  (a  "New  Lending
                  Office") deliver to the Borrower Agent and the  Administrative
                  Agent (y) two properly  completed and duly executed  copies of
                  United States  Internal  Revenue Service Form 1001 or 4224, or
                  successor  applicable  form,  as the case  may be,  and (z) an
                  Internal  Revenue  Service Form W-8, or  successor  applicable
                  form, as the case may be;

                           (B)   deliver   to  the   Borrower   Agent   and  the
                  Administrative  Agent two further properly  completed and duly
                  executed copies of any such form or certification on or before
                  the date  that  any  such  form or  certification  expires  or
                  becomes  obsolete or invalid and after the  occurrence  of any
                  event  requiring a change in the most  recent form  previously
                  delivered by it to the  Borrower  Agent or upon the request of
                  the Borrower Agent or the Administrative Agent; and

                            (C) obtain  such  extensions  of time for filing and
                   completing such forms or  certifications as may reasonably be
                   requested by the Borrower Agent;

                  (ii)     in the case of a Bank or a Transferee that is not a
         "bank" under Section 881(c)(3)(A) of the Tax Code:

                           (A) on or before  the date it becomes a party to this
                  Agreement (or, in the case of a Loan Participant, on or before
                  the date such  Loan  Participant  becomes  a Loan  Participant
                  hereunder)   deliver   to   the   Borrower   Agent   and   the
                  Administrative  Agent  (I)  a  statement  under  penalties  of
                  perjury  that  such  Bank  (x) is not a "bank"  under  Section
                  881(c)(3)(A)  of the Tax Code, is not subject to regulatory or
                  other legal  requirements as a bank in any  jurisdiction,  and
                  has not  been  treated  as a bank  for  purposes  of any  tax,
                  securities  law or  other  filing  or  submission  made to any
                  Governmental  Authority,  any  application  made  to a  rating
                  agency or qualification for any exemption from tax, securities
                  law or  other  legal  requirements,  (y)  is not a  10-percent
                  shareholder within the meaning of Section  871(h)(3)(B) of the
                  Tax  Code  and  (z) is not a  controlled  foreign  corporation
                  receiving interest from a related person within the meaning of
                  Section  864(d)(4)  of  the  Tax  Code  and  (II)  a  properly
                  completed and duly executed  Internal Revenue Service Form W-8
                  or applicable successor form;

                           (B)   deliver   to  the   Borrower   Agent   and  the
                  Administrative  Agent two further properly  completed and duly
                  executed copies of said Form W-8, or any successor  applicable
                  form on or before  the date that any such Form W-8  expires or
                  becomes  obsolete or invalid and after the  occurrence  of any
                  event  requiring a change in the most  recent form  previously
                  delivered by it to the  Borrower  Agent or upon the request of
                  the Borrower Agent; and

                           (C)  obtain  such  extensions  of time for filing and
                  completing  such forms or  certification  as may be reasonably
                  requested by the Borrower Agent or the Administrative Agent;

         Each such Bank (and each Transferee) shall certify (i) in the case of a
         Form 1001 or 4224,  that it is entitled to receive  payments under this
         Agreement without deduction or withholding of any United States federal
         income taxes and (ii) in the case of a Form W-8  delivered  pursuant to
         subsection 3.10(b)(ii), that it is entitled to an exemption from United
         States withholding tax.

                  (c) The Borrowers  shall not be required to indemnify any Bank
         (or  Transferee),  or to pay any  increased  amounts  to any  Bank  (or
         Transferee)  in  respect  of any  Non-Excluded  Tax,  pursuant  to this
         subsection  3.10 or otherwise to the extent that (i) any  obligation to
         withhold or deduct amounts with respect to tax existed on the date such
         Bank (or Transferee)  became a party to this Agreement (or, in the case
         of a  Transferee  that is a Loan  Participant,  on the date  such  Loan
         Participant  became a Loan  Participant  hereunder) or, with respect to
         payments to a New Lending  Office,  the date such Bank (or  Transferee)
         designated  such New Lending  Office with respect to a Loan;  provided,
         however,  that this clause shall not apply to (i) any Transferee or New
         Lending  Office that  becomes a Transferee  or New Lending  Office as a
         result of an assignment, participation, transfer or designation made at
         the  written  request  of the  Borrower  Agent,  or (ii)  any  Bank (or
         Transferee)  that  fails  to  comply  in full  with the  provisions  of
         subsection 3.10(b) hereof.

                  (d) If a Bank  (of  Transferee)  or the  Administrative  Agent
         shall  become  aware  that it is  entitled  to  claim a  refund  from a
         Governmental  Authority in respect of Non-Excluded Taxes as to which it
         has been  indemnified  by the  Borrowers,  or with respect to which the
         Borrowers have paid increased  amounts,  pursuant to this section 3.10,
         it shall promptly notify the Borrower Agent of the availability of such
         refund claim and shall make the appropriate  claim to such Governmental
         Authority  for  such  refund.   If  a  Bank  (or   Transferee)  or  the
         Administrative  Agent receives a refund (including  pursuant to a claim
         for refund made pursuant to the  preceding  sentence) in respect of any
         Non-Excluded  Tax as to which it has been indemnified by the Borrowers,
         or with respect to which the  Borrowers  have paid  increased  amounts,
         pursuant to this subsection 3.10, it shall within 30 days from the date
         of such receipt pay over such refund to the Borrower Agent,  net of all
         out-of-pocket  third-party expenses of such Bank (or Transferee) or the
         Administrative Agent.

                   3.11  Indemnity.  The Borrowers  agree to indemnify each Bank
          and to hold each Bank  harmless  from any loss or expense  (other than
          the loss of any payments in respect of the  Applicable  Margin)  which
          such Bank may sustain or incur as a consequence  of (a) default by the
          Borrower  Agent  in  making  a  borrowing  of,   conversion   into  or
          continuation  of LIBOR  Loans  after  the  Borrower  Agent has given a
          notice  requesting the same in accordance  with the provisions of this
          Agreement, (b) default by the Borrowers in making any prepayment after
          the Borrower Agent has given a notice  thereof in accordance  with the
          provisions  of this  Agreement  or (c) the making of a  prepayment  of
          LIBOR Loans or converting  any LIBOR Loans to ABR Loans on a day which
          is not the last day of an Interest Period with respect  thereto.  Such
          indemnification  may include an amount equal to the excess, if any, of
          (i) the amount of interest  which would have  accrued on the amount so
          prepaid or converted, or not so borrowed,  converted or continued, for
          the period from the date of such  prepayment  or conversion or of such
          failure  to  borrow,  convert  or  continue  to the  last  day of such
          Interest  Period (or,  in the case of a failure to borrow,  convert or
          continue, the Interest Period that would have commenced on the date of
          such failure) in each case at the applicable rate of interest for such
          Loans provided for herein (excluding,  however,  the Applicable Margin
          included  therein,  if any)  over  (ii) the  amount  of  interest  (as
          reasonably  determined  by such Bank) which would have accrued to such
          Bank on such amount by placing such amount on deposit for a comparable
          period with leading  banks in the London  interbank  market (a written
          notice as to the  additional  amounts  owed to such Bank,  showing the
          basis for the calculation thereof,  submitted to the Borrower Agent by
          such Bank shall,  absent  manifest  error, be final and conclusive and
          binding upon all parties  hereto).  This  covenant  shall  survive the
          termination  of this  Agreement  and the  payment of the Loans and all
          other amounts payable hereunder.

                   3.12  Change of Lending  Office;  Filing of  Certificates  or
          Documents.  Each Bank agrees that if it makes any demand for  payment,
          or becomes  entitled to any increased  amounts,  under subsection 3.8,
          3.10 or 3.11(a) or if any adoption or change of the type  described in
          subsection  3.9 shall occur with respect to it, it will use reasonable
          efforts  (consistent with its internal policy and legal and regulatory
          restrictions and so long as such efforts would not be  disadvantageous
          to it, as determined in its sole  discretion) to designate a different
          lending  office  or  file  any  certificate  or  document   reasonably
          requested in writing by the Borrower Agent if such action would reduce
          or  obviate  the  need  for  the  Borrowers  to  make  payments  under
          subsection  3.8,  3.10 or  3.11(a)  or would  eliminate  or reduce the
          effect of any adoption or change described in subsection 3.9.

                   3.13  Replacement  Banks.  In the  event  that the  Borrowers
          become obligated to pay additional amounts or increased amounts to, or
          receives notice from, any Bank pursuant to subsection 3.8, 3.9 or 3.10
          then, unless such Bank has theretofore removed or cured the conditions
          which  result in the  obligation  to pay such  additional  amounts  or
          increased amounts, the Borrowers may, on ten (10) Business Days' prior
          written notice from the Borrower Agent to the Administrative Agent and
          such Bank, cause such Bank to (and such Bank shall) assign pursuant to
          subsection  10.15  all  of  its  rights  and  obligations  under  this
          Agreement to another bank or financial institution which is willing to
          become a Bank (or is a Bank) and is acceptable (which acceptance shall
          not be  unreasonably  withheld)  to the  Administrative  Agent,  for a
          purchase price equal to the outstanding  principal amount of the Loans
          payable  to such Bank plus any  accrued  but unpaid  interest  on such
          Loans,  any  accrued  but  unpaid  commitment  fees in respect of such
          Bank's  Commitment  and any other  amounts  payable to such Bank under
          this Agreement (including,  without limitation,  amounts payable under
          subsection 3.11).

                   3.14 Subordination of Intercompany Loans.

                           (a) The  Borrowers  acknowledge  and  agree  that the
                  payment of all principal,  interest and all other charges with
                  respect to the Intercompany  Loans is expressly  subordinated,
                  in  all  respects,   to  the  right  of  the  holders  of  the
                  Liabilities to the prior payment and  satisfaction  in full in
                  cash of all of the Liabilities.

                           (b) Upon the occurrence and during continuance of any
                  Default or Event of Default, all payments owed by any Borrower
                  with respect to the Intercompany  Loans shall be made directly
                  to the  Administrative  Agent,  for the ratable benefit of the
                  Banks, to retire amounts owed on the  Liabilities,  and if any
                  such  payments are made by or on behalf of any Borrower to the
                  Administrative  Agent,  then  the  balance  of the  principal,
                  interest,  fees and other charges  outstanding with respect to
                  the  Intercompany  Loans shall be reduced by the amount of all
                  such payments.

                           (c) In the event of any  Insolvency  or other similar
                  proceeding initiated by or against any Borrower, all claims of
                  the holders of the Intercompany Loans in such proceeding shall
                  be deemed to be assigned to the Administrative  Agent, for the
                  ratable benefit of the Banks.  The holders of the Intercompany
                  Loans  hereby  agree  to  execute  all   documents   that  the
                  Administrative  Agent  requests  in order to  effectuate  such
                  assignment;  provided,  however,  that such  assignment  shall
                  terminate  upon  the  earlier  of (i)  the  discharge  of such
                  Borrower from such Insolvency or other similar proceedings and
                  (ii)  payment  in full of all of the  Liabilities.  While such
                  assignment is in effect, and with the prior written consent of
                  the Required Banks,  the  Administrative  Agent shall have the
                  exclusive  right to exercise  all of the rights of the holders
                  of the Intercompany Loans arising from their claims under such
                  proceedings (including, but not limited to, rights to vote and
                  to accept  or  reject a  proposed  plan of  reorganization  or
                  composition).

                           (d) Upon payment or distribution of any assets of any
                  Borrower  in  any  Insolvency  or  other  similar   proceeding
                  initiated by or against such  Borrower,  whether  voluntary or
                  involuntary,  all of the  Liabilities  shall  first be paid in
                  full  before  the  holders  of the  Intercompany  Loans  shall
                  receive or retain any assets so paid or distributed in respect
                  of any  obligation  of such  Borrower  to the  holders  of the
                  Intercompany Loans for the Intercompany  Loans. Any payment or
                  distribution  of assets of such  Borrower to which the holders
                  of the  Intercompany  Loans would be entitled shall be paid by
                  such Borrower or by the holders of the Intercompany Loans, any
                  receiver, trustee, assignee for benefit of creditors, agent or
                  other  person  making  such  payment  of  distribution  to the
                  Administrative Agent, for the ratable benefit of the Banks, in
                  full prior to any  payment or  distribution  to the holders of
                  the Intercompany Loans.

                           (e) The  holders of the  Intercompany  Loans shall be
                  entitled to the right of subrogation  with respect to payments
                  to the Banks made hereunder, but only if the Liabilities shall
                  have been first paid in full in cash and discharged.

 .                 3.15     Fees

                           (a) Closing Fee. On the Closing  Date,  the Borrowers
                  shall pay to the Administrative Agent, on behalf of the Banks,
                  a  closing  fee (the  "Closing  Fee") in the  amount  of Three
                  Hundred    Seventy-Five    Thousand    and   00/100    Dollars
                  ($375,000.00),    to   be   promptly    distributed   by   the
                  Administrative  Agent to the  Banks,  in  accordance  with the
                  provisions of Annex B.

                            (b) Other Fees.  In addition to the Closing Fee, the
                   Borrowers shall pay to the Administrative Agent, on behalf of
                   both the Documentation  Agent and the  Administrative  Agent,
                   the other fees in the amounts and manner specified in the Fee
                   Letter.

          4. CONDITIONS PRECEDENTCONDITIONS PRECEDENT.

          4.1 Conditions to Effectiveness and Initial  Extensions of Credit. The
effectiveness  of this  Agreement  and the  agreement  of each  Bank to make the
initial  Extension  of  Credit  requested  to be  made by it is  subject  to the
satisfaction,  immediately  prior to or  concurrently  with the  making  of such
Extension of Credit on the Closing Date, of the following conditions precedent:

                  (a)  Loan  Documents.  The  Administrative  Agent  shall  have
         received  (i)  this  Agreement,   executed  and  delivered  by  a  duly
         authorized  officer or agent of each Borrower,  with a counterpart  for
         the  Administrative  Agent and each Bank,  (ii) for the account of each
         Bank, a Working  Capital Note and a Guidance Note,  each  conforming to
         the  requirements  hereof and executed by a duly authorized  officer or
         agent of each Borrower, (iii) for the account of the Swing Line Bank, a
         Swing Line Note conforming to the requirements hereof and executed by a
         duly  authorized  officer  or agent of each  Borrower,  (iv) the Pledge
         Agreements, each executed and delivered by a duly authorized officer or
         agent of each Borrower which is a party thereto, with a counterpart for
         the  Administrative  Agent and a conformed  copy for each Bank, (v) the
         Security  Agreements,  each executed and delivered by a duly authorized
         officer  or agent of each  Borrower  which is a party  thereto,  with a
         counterpart for the Administrative  Agent and a conformed copy for each
         Bank; (vi) each of the  Assignments of Receivables  and Proceeds,  each
         executed and  delivered by a duly  authorized  officer or agent of each
         Borrower  which  is  a  party  thereto,  with  a  counterpart  for  the
         Administrative  Agent and a  conformed  copy for each  Bank;  (vii) the
         Kentucky Mortgage,  executed and delivered by a duly authorized officer
         of Fine Host, with a counterpart for the Administrative  Agent and each
         Bank;  and (viii)  the  Kentucky  Conditional  Assignment  of  Rentals,
         executed and delivered by a duly authorized  officer of Fine Host, with
         a counterpart for the Administrative Agent and each Bank.


                  (b) Actions to Perfect Liens. The  Administrative  Agent shall
         have received evidence in form and substance reasonably satisfactory to
         it that all  filings,  recordings,  registrations  and  other  actions,
         including,  without  limitation,  the filing of duly executed financing
         statements  on  form  UCC-1,  necessary  or,  in  the  opinion  of  the
         Administrative  Agent,  desirable  to perfect the Liens  created by the
         Security  Documents  shall have been  completed (or, to the extent that
         any such filings, recordings, registrations and other actions shall not
         have been completed,  arrangements  satisfactory to the  Administrative
         Agent for the completion thereof shall have been made).

                  (c)  Lien  Searches.   The  Administrative  Agent  shall  have
         received the results of a recent search by a Person satisfactory to the
         Administrative  Agent, of the UCC,  judgment and tax lien filings which
         may have been filed with respect to personal  property of each Borrower
         in the jurisdictions  set forth in Schedule 4.1(c),  and the results of
         such search shall be satisfactory to the Administrative Agent.

                  (d) Pledged  Stock;  Stock Powers.  The  Administrative  Agent
         shall have received the  certificates  representing  the shares pledged
         pursuant  to each of the  Pledge  Agreements  Stock,  together  with an
         undated  stock power for each such  certificate  executed in blank by a
         duly authorized officer of the pledgor.

                  (e) Authorization Proceedings of Fine Host. The Administrative
         Agent shall have received,  with a counterpart for each Bank, a copy of
         the   resolutions,   in  form  and   substance   satisfactory   to  the
         Administrative  Agent,  of the Board of  Directors of Fine Host (and if
         necessary,  its shareholders)  authorizing (i) the execution,  delivery
         and performance of this Agreement and the other Loan Documents to which
         it is a party, (ii) the Extensions of Credit contemplated hereunder and
         (iii) the granting by it of the Liens created  pursuant to the Security
         Documents to which it is a party,  as certified by the  Secretary or an
         Assistant  Secretary  of  Fine  Host  as of  the  Closing  Date,  which
         certificate shall be in form and substance  reasonably  satisfactory to
         the Administrative  Agent and shall state that the resolutions  thereby
         certified have not been amended, modified, revoked or rescinded.

                  (f) Incumbency  Certificate for Fine Host. The  Administrative
         Agent  shall  have  received,  with a  counterpart  for  each  Bank,  a
         certificate,  dated as of the Closing  Date, as to the  incumbency  and
         signature of the  officers of Fine Host  executing  any Loan  Document,
         reasonably  satisfactory  in form and  substance to the  Administrative
         Agent,  and  executed by the  President or any Vice  President  and the
         Secretary or any Assistant Secretary of Fine Host.

                  (g) Charter Documents for Fine Host;  Certificate of Corporate
         Good  Standing.  The  Administrative  Agent  shall  have  received  the
         following:  (i) the charter or other  incorporation  documents for Fine
         Host,  as in  effect  on  the  Closing  Date  and as  certified  by the
         secretary of state of the state of its incorporation,  (ii) the by-laws
         for Fine Host as in effect on the Closing  Date, as certified by a duly
         authorized  officer of Fine Host;  and (iii) a certificate of corporate
         good standing for Fine Host, as issued by the secretary of state of the
         state of its incorporation.

                  (h)   Authorization   Proceedings  of  Other  Borrowers.   The
         Administrative  Agent shall have received,  with a counterpart for each
         Bank,  a copy of the  resolutions,  in form  and  substance  reasonably
         satisfactory  to the  Administrative  Agent,  of the Board of Directors
         (and if necessary, its shareholders), the Governing Council or Members,
         whichever  is  applicable,  of each  Borrower  (other  than Fine  Host)
         authorizing  (i) the  execution,  delivery and  performance of the Loan
         Documents  to which it is a party  and (ii) the  granting  by it of the
         Liens  created  pursuant  to the  Security  Documents  to which it is a
         party, as certified by the Secretary or an Assistant  Secretary of each
         such  Borrower  (other  than Fine Host) as of the Closing  Date,  which
         certificate shall be in form and substance  reasonably  satisfactory to
         the Administrative  Agent and shall state that the resolutions  thereby
         certified have not been amended, modified, revoked or rescinded.

                  (i)  Incumbency   Certificates   for  Other   Borrowers.   The
         Administrative  Agent shall have received,  with a counterpart for each
         Bank, a certificate from each Borrower (other than Fine Host), dated as
         of the Closing Date, as to the incumbency and signature of the officers
         or members,  whichever is applicable, of each such Borrower (other than
         Fine  Host),  reasonably  satisfactory  in form  and  substance  to the
         Administrative  Agent,  and  executed by a duly  authorized  officer or
         member, whichever is applicable, of each such Borrower (other than Fine
         Host).

                  (j) Charter  Documents for Other  Borrowers;  Certificates  of
         Good  Standing.  The  Administrative  Agent  shall  have  received  the
         following:  (i) the charter or other organizational  documents for each
         Borrower  (other than Fine Host),  as in effect on the Closing Date and
         as  certified   by  the   secretary  of  state  of  the  state  of  its
         incorporation or organization, (ii) the by-laws or operating agreement,
         whichever is applicable, for each Borrower (other than Fine Host) as in
         effect on the Closing Date, as certified by a duly  authorized  officer
         or member,  whichever is applicable,  of such Borrower (other than Fine
         Host),  and  (iii) to the  extent  applicable,  a  certificate  of good
         standing  for each  Borrower  (other than Fine Host),  as issued by the
         secretary of state of the state of its incorporation or organization.

                  (k) Insurance.  The  Administrative  Agent shall have received
         evidence  in form  and  substance  satisfactory  to it that  all of the
         requirements  of  subsection  6.7 and those  sections  of the  Security
         Documents  requiring  the  maintenance  of  insurance  shall  have been
         satisfied.

                  (l)  Title   Insurance   Policy  -  Kentucky   Mortgage.   The
         Administrative  Agent shall have  received with respect to the Kentucky
         Property   a   mortgagee's   title   insurance   policy  or  marked  up
         unconditional  binder for such insurance  dated as of the Closing Date.
         Such policy shall (i) be in an amount  reasonably  satisfactory  to the
         Administrative  Agent;  (ii) be issued at ordinary rates;  (iii) insure
         that the Kentucky  Mortgage  creates a valid first Lien on the Kentucky
         Property free and clear of all defects and encumbrances, except such as
         may be approved by the Administrative  Agent or as otherwise  permitted
         by this Agreement;  (iv) name the Administrative  Agent for the ratable
         benefit of the Banks as the insured  thereunder;  (v) be in the form of
         ALTA Loan Policy - 1970, if available;  (vi) contain such  endorsements
         and  affirmative  coverage as the  Administrative  Agent may reasonably
         request and are customary in  transactions of this nature and available
         without  excessive  premium  and  (vii) be  issued  by a title  company
         satisfactory to the  Administrative  Agent.  The  Administrative  Agent
         shall have received  evidence  satisfactory  to it that all premiums in
         respect of such policy,  and all charges for mortgage recording tax, if
         any, have been paid.


                  (m)  Recorded   Copies  of  Kentucky   Mortgage  and  Kentucky
         Conditional  Assignment of Rentals. The Administrative Agent shall have
         received a date stamped copy of the Kentucky  Mortgage and the Kentucky
         Conditional  Assignment  of Rentals,  each as properly  recorded at the
         Office of the Clerk of Jefferson County, Kentucky.

                  (n) Borrowing Certificate. The Administrative Agent shall have
         received, with a counterpart for each Bank, a certificate,  dated as of
         the Closing Date, from the Borrower Agent, substantially in the form of
         Exhibit O, with appropriate insertions and attachments, satisfactory in
         form  and  substance  to  the  Administrative  Agent,  executed  by the
         President, Treasurer or any Vice President of the Borrower Agent.

                  (o)  Legal  Opinions.  The  Administrative  Agent  shall  have
         received,  with a counterpart  for each Bank,  the  following  executed
         legal  opinions:  (i) the  executed  legal  opinion of  Willkie  Farr &
         Gallagher, outside counsel to the Borrowers,  substantially in the form
         of Exhibit P; and (ii) the executed legal opinion of Ellen Keats, Esq.,
         General Counsel to the Borrowers,  substantially in the form of Exhibit
         Q. Each such legal opinion  shall cover such other matters  incident to
         the transactions  contemplated by this Agreement as the  Administrative
         Agent may reasonably require.

                   (p) Fees.  The  Administrative  Agent shall have received the
         fees to be received on the Closing Date referred to in subsection 3.15.

          4.2 Conditions to Each Extension of Credit. The agreement of each Bank
to  make  any  Extension  of  Credit  requested  to be  made  by it on any  date
(including,  without  limitation,  its  initial  Extension  of  Credit  and  any
subsequent Extensions of Credit requested thereafter),  and the agreement of the
Issuing  Bank to  issue  any  Letter  of  Credit  for  which an  Application  is
presented, is subject to the satisfaction of the following conditions precedent:

                  (a)    Representations    and   Warranties.    Each   of   the
         representations  and warranties made by the Borrowers in or pursuant to
         the Loan Documents  shall be true and correct in all material  respects
         on and as of such date,  as if made on and as of such  date,  except to
         the extent such  representations and warranties  expressly relate to an
         earlier date in which case such representations and warranties shall be
         true and correct in all material respects as of such earlier date.

                   (b) No  Default.  No Default  or Event of Default  shall have
         occurred and be  continuing  on such date or after giving effect to the
         Extension of Credit requested to be made on such date.


                   (c) Financial  Condition.  No Material  Adverse  Change shall
         have  occurred  at any time or  times  subsequent  to the  most  recent
         financial  statements of the Borrowers delivered in accordance with the
         provisions of this Agreement.

                  (d)  Senior  Priority  of  Liabilities  and  Collateral.   The
         Liabilities  shall be  senior  indebtedness  of the  Borrowers  for all
         purposes;  and the  Administrative  Agent shall  have,  for the ratable
         benefit of the Banks, a first priority  perfected  security interest in
         all of the Collateral, subject to such Liens as are otherwise permitted
         by subsection 7.1 of this Agreement.

                  (e)  Reimbursement of Costs. The Borrowers shall have paid all
         costs  of the  Administrative  Agent  and the  Documentation  Agent  in
         connection with the making and closing of the Loans and the issuance of
         the  Letters  of Credit  (including  but not  limited  to, the fees and
         expenses  of  the  counsel  for  the   Administrative   Agent  and  the
         Documentation Agent and as set forth in subsection 6.5).

                   (f)  Approvals.   The  Borrowers   shall  have  received  all
         Approvals and the same shall continue to be in full force and effect as
         of the Closing Date.

                  (g) Other  Requirements.  The Administrative  Agent shall have
         received,  in  form  and  substance  reasonably   satisfactory  to  the
         Administrative  Agent  and  its  counsel,  all  certificates,   orders,
         authorities,  consents, affidavits,  schedules,  instruments,  security
         agreements,  financing statements,  mortgages and other documents which
         are  provided for  hereunder or under any of the other Loan  Documents,
         and  all  other  information  relating  to the  transaction  reasonably
         requested by the Administrative Agent.

Each  borrowing by and Letter of Credit  issued on behalf of the Borrower  Agent
hereunder shall constitute a representation  and warranty by the Borrowers as of
the date thereof that the conditions  contained in this subsection 4.2 have been
satisfied.

          4.3  Additional   Conditions  Precedent  for  Each  Guidance  Loan  of
$1,000,000  or  More.  The  agreement  of each  Bank to make any  Guidance  Loan
requested  to be made by it on any  date  (including,  without  limitation,  its
initial Guidance Loan) in the principal amount of One Million and 00/100 Dollars
($1,000,000.00)  or more is also subject to the  satisfaction  of the  following
conditions precedent:

                  (a) The  Borrower  Agent  shall  submit to the  Administrative
         Agent  either at the time such  Guidance  Loan is requested or prior to
         consummation  of  each  New  Project  or  Permitted  Acquisition,   the
         following:  (i) a detailed itemization of the Project Costs of such New
         Project or Permitted  Acquisition,  including a separate itemization of
         the use of all the proceeds of such Guidance  Loan,  (ii) a certificate
         of the Chief Executive Officer, Chief Financial Officer or Treasurer of
         the Borrower Agent, certifying (x) as accurate the detailed itemization
         of the Project Costs of such New Project or Permitted  Acquisition  and
         identifying  the  capitalization  period  for such  Project  Costs,  if
         applicable, and (iii) as to pro forma compliance with the provisions of
         clause  (b) of this  subsection  4.3  after  giving  effect to such New
         Project or Permitted Acquisition.

                  (b) The Borrowers  shall be in  compliance  with the financial
         covenants set forth in subsections  7.1, 7.7, 7.9 and 7.10 after giving
         effect to the requested  Guidance  Loan;  provided that for purposes of
         determining such compliance,  the Adjusted  Consolidated EBITDA will be
         deemed  to be the  sum of the  pro  forma  Consolidated  EBITDA  of the
         combined  companies,  plus the aggregate amount of all compensation not
         in the  ordinary  course of business  paid to the owners of such target
         company in such 12-month  period (as set forth in a certificate  of the
         Chief Executive  Officer,  Chief Financial Officer or Treasurer of Fine
         Host).

                  (c) The historical  trailing 12-month  Consolidated  EBITDA of
         the  acquired  business or target  company in a Permitted  Acquisition,
         plus the  aggregate  amount  of all  compensation  not in the  ordinary
         course of business  paid to the owners of such  target  company in such
         12-month  period (as set forth in a certificate of the Chief  Executive
         Officer, Chief Financial Officer or Treasurer of Fine Host), shall be a
         positive number at the time of acquisition.

                  (d) The  acquired  business  or target  company in a Permitted
         Acquisition shall be substantially in the same or complementary line of
         business as one or more of the Borrowers.

                  (e) Any  Indebtedness  incurred in connection with a Permitted
         Acquisition (other than Loans or Letters of Credit) be incurred payable
         to the order of the  seller  in such  Permitted  Acquisition  and shall
         constitute
         Subordinated Debt.

         5.       REPRESENTATIONS, WARRANTIES AND COVENANTS.

         In order to induce the Banks to enter into this  Agreement  and to make
the Loans and in order to  induce  the  Issuing  Bank to issue  the  Letters  of
Credit,  the  Borrowers  jointly and severally  represent,  warrant and covenant
that:

          5.1 Legal  Existence;  Compliance  with Law. Each Borrower (a) is duly
organized,  validly  existing  and  (except  for each Joint  Venture  Subsidiary
Borrower)  in  good  standing  under  the  laws  of  the   jurisdiction  of  its
organization,  (b) has the power and  authority to own and operate its property,
to lease the property it operates as lessee and to conduct the business in which
it is currently  engaged,  (c) is duly qualified or licensed to do business as a
foreign  corporation or  organization,  as the case may be, and (except for each
Joint  Venture  Subsidiary  Borrower)  in good  standing  under the laws of each
jurisdiction where its ownership,  lease or operation of property or the conduct
of its business  requires such  qualification  except where the failure to be so
qualified  and/or in good  standing,  in the aggregate  could not  reasonably be
expected to have a Material  Adverse  Effect and (d) is in  compliance  with all
Requirements  of Law except to the extent that the  failure to comply  therewith
could not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect.

         Within one hundred twenty (120) days  following the Closing Date,  each
Borrower (other than the Joint Venture  Subsidiary  Borrowers)  shall deliver to
the  Administrative  Agent  certificates  of  foreign  qualification  from  each
jurisdiction in which such Borrower does business as a foreign  corporation or a
limited  liability  company,  whichever is applicable or, in lieu thereof,  such
other  documents  or  information  in  respect  of any such  matter  as shall be
acceptable to the Administrative Agent.

          5.2 Power; Authorization;  Enforceable Obligations.  Each Borrower has
the power and authority,  and the legal right, to make,  deliver and perform the
Loan Documents to which it is a party and to borrow hereunder. Each Borrower has
taken all necessary  action to authorize  the  Extensions of Credit on the terms
and  conditions of this  Agreement and any Notes and to authorize the execution,
delivery and  performance by it of the Loan Documents to which it is a party. No
consent or  authorization  of, filing (other than those filings of UCC financing
statements  to be made by the  Borrowers  in  connection  with the  transactions
contemplated by this Agreement,  and any and all routine filings to be made from
time to time  thereafter  in order to  maintain  the  effectiveness  of such UCC
financing  statements),  notice  to  or  other  act  by or in  respect  of,  any
Governmental Authority or any other Person is required to be obtained or made by
any Borrower in connection  with the Extensions of Credit  hereunder or with the
execution,  delivery  or  performance  by  each  Borrower  or  the  validity  or
enforceability  with respect to or against any Borrower of the Loan Documents to
which it is a party.  This Agreement has been, and each other Loan Document will
be, duly  executed  and  delivered  on behalf of each  Borrower  that is a party
thereto. This Agreement constitutes,  and each other Loan Document when executed
and delivered will  constitute,  a legal,  valid and binding  obligation of each
Borrower that is a party thereto enforceable against such Borrower in accordance
with  its  terms,   except  as  enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general  equitable  principles
(whether enforcement is sought by proceedings in equity or at law).

          5.3 Financial Data. The Borrowers have furnished to the Administrative
Agent  the  audited  consolidated  financial  statements,  of Fine  Host and its
Subsidiaries  as of  December  25,  1996 and for the  fiscal  year  then  ended,
including  the report and  opinion of Deloitte & Touche  LLP,  relating  thereto
(collectively,   the  "Initial  Financial  Statements").  All  of  the  material
liabilities  (actual and contingent) of each Borrower are fully,  accurately and
completely disclosed in the Initial Financial Statements.  The Initial Financial
Statements have been and all financial  statements to be furnished in accordance
with subsection 6.1 will be prepared in accordance with the books and records of
the Borrowers and fairly  present or will fairly  present,  as  applicable,  the
financial condition of the Borrowers, taken as a whole, at the dates thereof and
the results of operations  for the periods  indicated  (subject,  in the case of
unaudited financial statements,  to normal year-end  adjustments,  none of which
are expected to be material).  The Initial  Financial  Statements have been, and
all financial  statements to be furnished in accordance with subsection 6.1 will
be prepared in conformity with GAAP.

         All  information,  reports and other papers and data furnished or to be
furnished to the Administrative  Agent by any Borrower have been and will be, at
the time the same are so furnished  to the  Administrative  Agent,  accurate and
correct in all material  respects and complete  insofar as  completeness  may be
necessary to give the Administrative  Agent a true and accurate knowledge of the
subject  matter  thereof.  Since the date of the Initial  Financial  Statements,
there has been no Material Adverse Change.

          5.4 Tangible Assets.  Attached as Schedule 5.4 hereto is a list of all
of the right, title, and interest of the Borrowers in and to tangible assets, by
location and category,  as of April 30, 1997, to be supplemented  annually by an
Acceptable  Supplement,  with respect to items not  previously  listed,  with an
individual book value or estimated fair market value of Twenty-Five Thousand and
00/100 Dollars ($25,000.00) or more.

          5.5 Title to  Collateral.  Except as  disclosed  on  Schedule  5.5 and
except as  contemplated  in  subsection  7.2, all of the  Collateral is free and
clear of all Liens.  Each Borrower has good and valid title to all of the assets
reflected  on its  respective  books  and  records  as being  owned  by it.  All
Collateral is and shall be kept only at the locations specified on Schedule 5.5,
as such Schedule may be  supplemented,  in writing by the Borrowers from time to
time as may be  necessary  to maintain  the  accuracy  and  completeness  of the
information  required  to  be  disclosed  therein,  which  supplement  shall  be
acceptable to the Administrative Agent unless the supplement reflects a Material
Adverse  Change  (any such  supplement  to any  Schedule to this  Agreement  not
indicating a Material  Adverse  Change or which is otherwise  acceptable  to the
Administrative  Agent being  referred  to as an  "Acceptable  Supplement").  The
Administrative  Agent's  security  interests  in, pledge of and mortgages in the
Collateral  covered  by the Loan  Documents  have been duly  perfected  and,  as
necessary,  recorded and no security interests, pledges or mortgages shall exist
on the Closing  Date with  respect to such  Collateral,  other than the security
interests,  pledges and mortgages granted to the Administrative  Agent under the
Loan Documents or Liens permitted by this Agreement.

          5.6  Real  Property;  Leases.  All real  property  owned,  leased,  or
occupied by the Borrowers, and all leases with respect thereto, are disclosed on
Schedule 5.6 attached hereto, as such Schedule may be supplemented in writing by
an Acceptable  Supplement.  Except as set forth in Schedule 5.6 or an Acceptable
Supplement,  each Borrower enjoys  peaceful and  undisturbed  possession of such
property  subject to all leases,  licenses  for  occupancy,  or occupancy or use
agreements of real property,  and all such leases,  licenses for  occupancy,  or
occupancy or use agreements are valid and subsisting,  in full force and effect;
to the best knowledge of Borrowers,  no material default exists thereunder;  and
all leases,  licenses for use, or  agreements  for use of personal  property are
valid and subsisting,  in full force and effect,  and no material default exists
thereunder.

          5.7  Solvency.  The  Borrowers,  taken as a whole,  and Fine Host when
examined  separately,  will be able to pay their or its Indebtedness as the same
becomes  due  (including  without  limitation,  all  of the  Liabilities).  Each
Borrower (other than Fine Host), when examined separately, to the extent that it
receives  proceeds of Extensions of Credit and has other  Indebtedness,  will be
able  to  pay  its  Indebtedness   (including  without  limitation  all  of  the
Liabilities) as the same becomes due; provided,  however, that for this purpose,
its Indebtedness shall include Liabilities only to the extent of the proceeds of
Extensions of Credit received by such Borrower. The Borrowers, taken as a whole,
and each  Borrower,  when examined  separately,  (1) will have funds and capital
sufficient  to carry on its business as now conducted or as  contemplated  to be
conducted;  (2) owns  property  having  a value  both at fair  valuation  and at
present fair saleable value greater than the amount required to pay its debts as
they become due, including without limitation,  all of the Liabilities  (subject
in the case of each Borrower (other than Fine Host), to the foregoing  proviso);
and (3) is not Insolvent  and (subject in the case of each Borrower  (other than
Fine  Host),  to the  foregoing  proviso)  will  not be  rendered  Insolvent  as
determined by the Uniform  Fraudulent  Transfer Act, as adopted and in effect in
the  Commonwealth of  Massachusetts  or any other applicable law. The Borrowers,
taken as a whole:  (1)(A) are not Insolvent on the date hereof;  and (B) are not
engaged in business or a transaction,  or are not about to engage in business or
a transaction,  for which,  taking into account any property  remaining with the
Borrowers,  they would, taken as a whole, have an unreasonably small capital; or
(C) do not intend to incur, or believe that they would incur,  Indebtedness that
would be beyond the ability of the Borrowers,  taken as a whole,  to pay as such
Indebtedness  matures;  or (2) are not transferring an interest in any Borrower,
or incurring an  obligation  which,  under  Section 548 of the  Bankruptcy  Code
(Title 11 of the United States Code), may be avoided.  None of the Borrowers (a)
is considering the filing of a petition by it under any Insolvency  Laws, or the
liquidation of all or a major portion of its respective  properties;  or (b) has
any knowledge of any Person  contemplating the filing against any of them of any
such petition.

          5.8 Tax  Liabilities.  Each Borrower has filed all Federal,  state and
local tax reports and returns required by any Law to be filed thereby except for
extensions  duly  obtained,  and has  paid  all  taxes,  assessments  and  other
governmental  charges levied upon each of their respective  properties,  assets,
income or  franchises,  other  than  those not yet  delinquent  and  those,  not
substantial in aggregate amount,  reserved against,  or those being contested as
permitted by subsection 6.4. The charges,  accruals and reserves on the books of
each  Borrower  in  respect  of its taxes are  adequate  in the  opinion of such
Borrower,  and each  Borrower  is not  subject  to any  unpaid  assessments  for
additional  taxes (other than any such  assessments  for amounts which would not
have a Material Adverse Effect) and do not know of any basis therefor.

         5.9  Loans.  Except as  disclosed  on and set forth in the Initial
Financial  Statements  or on  Schedule  5.9  attached  hereto  or an  Acceptable
Supplement,  and except for trade payables and accrued  expenses  arising in the
ordinary  course of the business of the Borrowers  since the date of the Initial
Financial  Statements,  none of the Borrowers is obligated on any loans or other
Indebtedness  for borrowed money as of the Closing Date (other than as permitted
under subsection 7.3).

          5.10  Margin  Securities.  None  of  the  Borrowers  owns  any  margin
securities and none of the Loans advanced hereunder will be used for the purpose
of purchasing  or carrying any margin  securities or for the purpose of reducing
or retiring  any  Indebtedness  which was  originally  incurred to purchase  any
margin securities or for any other purpose not permitted by Regulation G or U of
the Board of Governors.  If requested by the Administrative Agent, the Borrowers
will furnish the  Administrative  Agent with a statement in conformity  with the
requirements of Federal Reserve Form G-1 or U-1 referred to in said  Regulation.
No part of the  proceeds of the Loans to be made  hereunder  will be used by any
Borrower for any purpose which  violates,  or which is  inconsistent  with,  the
provisions of Regulation X of the Board of Governors.

         5.11     Subsidiaries.

                  (a) Attached as Schedule  5.11(a)  hereto is a true,  complete
         and accurate list and  description of (i) the legal name and address of
         each  Corporate   Subsidiary   Borrower,   (ii)  the   jurisdiction  of
         incorporation  of each such Corporate  Subsidiary  Borrower,  (iii) the
         total  number  of  authorized  shares  of  Capital  Stock of each  such
         Corporate  Subsidiary  Borrower,  (iv) the total  number of issued  and
         outstanding  shares of Capital Stock of each such Corporate  Subsidiary
         Borrower  and the names of the  Persons to whom such  shares are issued
         and  outstanding.  Except as otherwise  described in Schedule  5.11(a),
         there  are  no  outstanding  options,  warrant  agreements,  conversion
         rights, preemptive rights or other rights to subscribe for, purchase or
         otherwise  acquire any unissued or treasury  shares of Capital Stock in
         any such Corporate Subsidiary Borrower.

                  (b) Attached as Schedule  5.11(b)  hereto is a true,  complete
         and accurate list and  description of (i) the legal name and address of
         each  Joint  Venture  Subsidiary  Borrower,  (ii) the  jurisdiction  of
         organization  of  each  such  Joint  Venture  Subsidiary  Borrower,  if
         applicable,  and (iii) the amount of Joint Venture  Interests  owned by
         each Borrower. Except as otherwise described in Schedule 5.11(b), there
         are no outstanding  options,  warrant  agreements,  conversion  rights,
         preemptive  rights or other  rights to which any Borrower is a party to
         subscribe  for,   purchase  or  otherwise  acquire  any  Joint  Venture
         Interests in any such Joint Venture Subsidiary Borrower.

                  (c) Attached as Schedule  5.11(c)  hereto is a true,  complete
         and accurate list and  description of (i) the legal name and address of
         each LLC Subsidiary Borrower,  (ii) the jurisdiction of organization of
         each such LLC Subsidiary  Borrower,  and (iii) the amount of Membership
         Interests  owned by each  Borrower.  Except as  otherwise  described in
         Schedule 5.11(c), there are no outstanding options, warrant agreements,
         conversion  rights,  preemptive  rights  or other  rights  to which any
         Borrower is a party to subscribe for, purchase or otherwise acquire any
         Membership Interests in any such LLC Subsidiary Borrower.

         There are no  Subsidiaries  other  than  those  Subsidiaries  described
herein or in an Acceptable Supplement. Except as set forth on Schedules 5.11(a),
5.11(b) and 5.11(c) none of the Borrowers owns or holds, directly or indirectly,
any capital stock or equity  security of, or any equity  interest in, any Person
other  than  as  disclosed  herein,  as so  supplemented.  The  Borrowers  shall
supplement Schedule 5.11(a),  Schedule 5.11(b), and Schedule 5.11(c),  from time
to time as required by Acceptable Supplements.

          5.12 No Material Litigation.  Except as disclosed on Schedule 5.12, no
judgments are  outstanding  against any Borrower nor is there now pending or, to
the knowledge of any Borrower,  threatened, any litigation,  contested claim, or
federal, state or municipal  governmental  proceeding by or against any Borrower
or,  to the  best of each of  their  knowledge  after  due  inquiry,  any  basis
therefor, which litigation,  claim or proceeding could reasonably be expected to
result in a  Material  Adverse  Effect.  The  Borrowers  shall  supplement  such
schedule with an Acceptable Supplement from time to time which schedule shall be
deemed an Acceptable Supplement if all material threatened or pending litigation
and proceedings (including but not limited to all material threatened or pending
litigation and proceedings  between any Borrower and another party to a Facility
Agreement) are accurately described therein.

         5.13     SEC Filings.

         (a) None of the registration statements or reports (including,  without
limitation,  reports  on Form  10-K,  Form 10-Q and Form 8-K) filed by Fine Host
with the SEC, as amended, modified or supplemented, from time to time, contained
as of the date  thereof any untrue  statement  of a material  fact or omitted to
state any material fact  necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

         (b) No representation or warranty made by any Borrower herein or in any
other certificate  furnished from time to time in connection herewith,  contains
or will contain any  misrepresentation  of a material fact or omits or will omit
to state any material fact  necessary to make the  statements  herein or therein
(taken as a whole in conjunction  with all such  documents) not misleading  when
made. To the best of each Borrower's  knowledge,  there is no condition specific
to the business of the Borrowers which adversely affects,  or which would in the
future  adversely  affect,  the  business,  operations,  property  or  financial
condition of the Borrowers in a manner which would  materially  adversely affect
the  Collateral  or the  ability  of  the  Borrowers  to  perform  all of  their
obligations under this Agreement and the other Loan Documents.

          5.14 Material Agreements.  Attached as Schedule 5.14 hereto is a true,
complete and accurate  list of all  material  agreements  as of the Closing Date
(including all amendments  thereto),  oral or written,  involving the payment or
expenditure  of One Hundred  Thousand and 00/100 Dollars  ($100,000.00)  or more
(other than sales or purchase  orders  entered  into in the  ordinary  course of
business of any  Borrower)  (i) to which any Borrower is a party,  (ii) by which
any assets of any Borrower are bound,  or (iii) to which any director,  officer,
shareholder  or Affiliate of any of the  foregoing is a party or which any agent
of any of the  foregoing  has entered  into,  in any such case, on behalf of any
Borrower, including without limitation, all leases and management,  maintenance,
brokerage,  supply and service  contracts and any  contract,  agreement or other
arrangement  providing for the employment  of,  furnishing of services to or by,
any Borrower, any director,  officer or shareholder thereof, or any Affiliate of
any of the foregoing. A true, correct and complete copy of all of the agreements
(including all amendments  thereto) as set forth on Schedule 5.14 has previously
been furnished to the Administrative  Agent. As of the Closing Date, neither any
Borrower nor any officer, director,  shareholder or Affiliate of any Borrower is
in default under any such material  agreement which could reasonably be expected
to have a Material  Adverse  Effect.  The  execution  and  delivery  of the Loan
Documents was not and is not a default under of any of the agreements  listed on
Schedule 5.14. As of the date hereof, the Borrowers know of no dispute regarding
any contract,  lease, or commitment  which would have a Material  Adverse Effect
or, to the best of their knowledge, after due inquiry, any basis therefor.

         5.15     Employee Controversies and Employment and Labor Agreements.

         (a) There are no controversies pending or, to the best of the knowledge
of the Borrowers after due inquiry, threatened,  between any Borrower and any of
its employees,  other than employee grievances arising in the ordinary course of
business which are not, in the aggregate,  material to the financial  condition,
results of  operation  or  business  of the  Borrowers,  taken as a whole.  Each
Borrower is in compliance with all federal and state laws respecting  employment
and employment terms,  conditions and practices the failure to comply with which
could  have  a  Material  Adverse  Effect.  None  of  the  Borrowers  has  union
representation  questions,  grievances,  discrimination or unfair labor practice
complaints pending or threatened against it before any state or federal board or
agency respecting employment and employment terms,  conditions and practices the
failure to comply  with which  could have a Material  Adverse  Effect or, to the
best of their knowledge,  after due inquiry,  any basis therefor,  except as set
forth on Schedule 5.15 or on an Acceptable Supplement.

         (b) Except as set forth in Schedule  5.15, (i) none of the Borrowers is
a party as of the  Closing  Date to any  outstanding  employment  agreements  or
contracts  with officers or employees  that are not  terminable at will, or that
provide for the payment of any bonus or commission; (ii) as of the Closing Date,
none of the  Borrowers  is a party to any  agreement,  policy or  practice  that
requires it to pay  termination  or  severance  pay to salaried,  non-exempt  or
hourly employees (other than as required by law); (iii) none of the Borrowers is
a party to any  collective  bargaining  agreement or other labor union  contract
applicable  to persons  employed by the  Borrowers nor does any Borrower know of
any activities or proceedings of any labor union to organize any such employees,
except in any such case as may be set forth on an  Acceptable  Supplement.  Each
Borrower  has  furnished to the Agent  complete  and correct  copies of all such
agreements  ("Employment  and  Labor  Agreements").  None of the  Borrowers  has
breached  or  otherwise  failed  to  comply  in any  material  respect  with any
provisions  of any  Employment  and Labor  Agreement,  and there are no material
grievances outstanding  thereunder,  except in any such case as may be set forth
on an Acceptable Supplement.

         5.16     Material Licenses.

         (a)  Schedule  5.16(a)  attached  hereto sets forth,  as of the Closing
Date, a true and complete list of all material licenses and permits  (including,
but not limited to, any license relating to alcoholic  beverages,  beer, wine or
liquor (but excluding motor vehicle registrations and licenses or permits (other
than liquor licenses) relating to food or tobacco or related services (including
those required by health  authorities),  safety (such as those required for fire
protection)  or other normal  operating  matters if such licenses or permits are
generally  obtainable  or renewable  by any Borrower in the ordinary  course and
without material difficulty), franchises, authorizations and approvals issued or
granted to each Borrower by the United  States,  any state or local  government,
any foreign  national or local  government,  or any department,  agency,  board,
commission, bureau of instrumentality of any of the foregoing (each a "License",
and, collectively,  the "Licenses"), and all pending applications therefor. Such
list contains a summary  description of each such License and, where applicable,
specifies the date issued,  granted or applied for, the expiration  date and the
current status thereof. Except as set forth in Schedule 5.16(a) attached hereto,
each  License has been issued to, and duly  obtained  and fully paid for by, the
holder  thereof and is valid,  in full force and effect,  and not subject to any
pending or threatened  administrative or judicial proceeding to suspend, revoke,
cancel or declare  such  License  invalid in any respect.  The  Borrowers  shall
supplement  Schedule  5.16(a) with an Acceptable  Supplement  provided with each
financial statement required under subsection 6.1(a).

         (b) Each  Borrower has all  Licenses  required,  and such  Licenses are
sufficient and adequate in all respects,  to permit the continued lawful conduct
of business of each such Borrower in the manner now conducted and the ownership,
occupancy and operation of its real property for its present use.  Except as set
forth  in  Schedule  5.16(b),  attached  hereto  or as may be  set  forth  in an
Acceptable  Supplement:  (i) none of the Borrowers is in violation of any of the
Licenses;  (ii) none of the  operations of any Borrower is being  conducted in a
manner that violates any of the terms or conditions  under which any License was
granted;  (iii) none of the  Licenses  of any  Borrower  relating  to  alcoholic
beverages,  beer, wine or liquor has ever been  suspended,  revoked or otherwise
terminated,  or subject to judicial  or  administrative  review,  for any reason
other than the  renewal or  expiration  thereof nor has any  application  by any
Borrower of any of such Licenses  ever been denied;  and (iv) no License will in
any way be affected  by, or  terminate  or lapse by reason of, the  transactions
contemplated by the Loan Documents or the  Subordinated  Debt Documents,  if, in
any case referred to in clause (i), (ii), (iii) or (iv) above, such matter would
result in a Material Adverse Effect.

          5.17 Intellectual  Property Rights.  Each Borrower  possesses and will
possess adequate assets,  licenses,  patents,  patent applications,  copyrights,
service marks, trademarks, trademark applications, tradestyles and tradenames to
continue to conduct  its  business as  heretofore  conducted  by it. None of the
Borrowers has been charged or, to each of their  knowledge,  has been threatened
to be charged with, any  infringement  of, nor has any of them infringed on, any
unexpired  trademark,  trademark  registration,  tradename,  patent,  copyright,
copyright  registration,  or other proprietary right of any other Person,  which
infringement could have a Material Adverse Effect.

          5.18 Pension Related Matters.  Each Plan maintained by any Borrower or
any ERISA Affiliate  complies,  and has been administered in accordance with its
terms and all material applicable  requirements of ERISA and of the Tax Code and
with all material applicable rulings and regulations issued under the provisions
of ERISA and the Tax Code setting forth those requirements. No Reportable Event,
Prohibited  Transaction or withdrawal from a Multiemployer Plan has occurred and
no  Accumulated  Funding   Deficiencies  exist  with  respect  to  any  Plan  or
Multiemployer Plan which could have a Material Adverse Effect. The Borrowers and
each ERISA Affiliate have satisfied all of the funding  standards  applicable to
such Plans and Multiemployer Plans under Section 302 of ERISA and Section 412 of
the Tax Code and the PBGC has not instituted any  proceedings,  and there exists
no event or condition  which would  constitute  grounds for the  institution  of
proceedings  by the PBGC,  to  terminate  any Plan or  Multiemployer  Plan under
Section 4042 of ERISA which could have a Material  Adverse  Effect.  Neither the
Borrowers  nor any ERISA  Affiliate  has taken any steps to terminate  any Plan,
which  termination  could have a Material Adverse Effect.  Neither the Borrowers
nor any ERISA  Affiliate has taken any steps to terminate its  participation  in
any Multiemployer  Plan or withdraw from any  Multiemployer  Plan. The Borrowers
and each  ERISA  Affiliate  have  made all  contributions  to each Plan and each
Multiemployer  Plan to which it has become  obligated to  contribute as to which
the failure to make  contributions  could have a Material  Adverse  Effect.  The
Borrowers are not aware of any assessments or assertions of withdrawal liability
against them or any ERISA  Affiliate  with respect to any Plan or  Multiemployer
Plan. The aggregate potential withdrawal liability under all Multiemployer Plans
to which the Borrowers  and each ERISA  Affiliate are obligated to contribute is
less than an amount which, if all such liabilities  were incurred,  could have a
Material Adverse Effect.

          5.19 Environmental  Matters.  Except as disclosed on Schedule 5.19, as
supplemented by any Acceptable Supplement: (a) each Borrower has complied in all
material respects with  Environmental Laws regarding  transfer,  construction on
and  operation  of the  business  and  property,  including  but not  limited to
notifying authorities, observing restrictions on use, transferring, modifying or
obtaining  permits,  licenses,  approvals  and  registrations,  making  required
notices,  certifications  and  submissions,  complying with financial  liability
requirements,  Managing Hazardous Substances,  and Responding to the presence or
Release of  Hazardous  Substances  connected  with  operation of its business or
property;  (b) none of the Borrowers has any material contingent  liability with
respect to the  Management  of any Hazardous  Substance;  (c) during the term of
this  Agreement,  none of the  Borrowers  shall,  nor shall any Borrower  permit
others to,  manage,  whether on or off the property of any  Borrower,  Hazardous
Substances except in full compliance with Environmental  Laws; (d) each Borrower
shall take prompt action in full compliance with  Environmental  Laws to Respond
to the  on-site or  off-site  Release of  Hazardous  Substances  connected  with
operation of its business or property;  (e) none of the  Borrowers  has received
any Environmental Notice; and (f) to the best of the knowledge of the Borrowers,
no conditions exist on property owned or leased,  or previously owned or leased,
by any Borrower which would result in issuance of an Environmental Notice to any
Borrower.  Any  supplemental  Schedule  5.19  filed  shall  be  deemed  to be an
Acceptable  Supplement with respect to Environmental  Notices if it reflects all
Environmental  Notices which would result in a Material  Adverse  Effect and any
Environmental Notice from any governmental agency or authority.

          5.20  Broker's  Fee.  None of the Borrowers is in any way obligated to
any Person in respect of any finder's or broker's fee or similar  commission  in
connection with the  transactions  contemplated  by this Agreement.  Each of the
Borrowers  agrees to indemnify  the Agents and the Banks and hold the Agents and
the Banks harmless from and against any claims for any such fee or commission by
any such Person.

          5.21  Securities  Matters.  The  making  of the Loans  hereunder,  the
application  of the  proceeds and  repayment  thereof by the  Borrowers  and the
consummation  of the  transactions  contemplated  by this Agreement have not and
will not violate any  provision  of any  federal or state  securities  statutes,
rules or regulations, or any order issued by the SEC (collectively,  "Securities
Laws").  None of the  Borrowers  has issued any  securities  in violation of any
Securities  Law.  Promptly upon the filing  thereof,  each such  Borrower  shall
deliver to the Administrative  Agent a true and complete copy of each statement,
document and report,  periodic or otherwise,  filed  pursuant to any  Securities
Law.  The  Borrowers  agree to  indemnify  the Agents and the Banks and hold the
Agents  and the Banks  harmless  from and  against  the  claims of any Person in
connection  with the  violation  or alleged  violation  by any  Borrower  of any
Securities Laws.

          5.22 Disclosure. No written information provided or statements made by
any of the Borrowers,  or any other Affiliate of any Borrower in connection with
this  transaction,  or any of the  representations  and  warranties to the Banks
herein  or in any of the Loan  Documents  contains  any  untrue  statement  of a
material fact or omits to state a material fact necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading. The Borrowers have disclosed to the Administrative Agent in writing,
every  fact of which  they are aware  (other  than  those  relating  to  general
economic matters or matters of public knowledge) which, insofar as the Borrowers
can  reasonably  foresee,  might  materially  and adversely  affect the business
prospects,  operations or financial  condition of the Borrowers taken as a whole
or the ability of each of the Borrowers to perform their respective  obligations
hereunder or under any other Loan Documents.

         5.23. Facility AgreementsFacility  Agreements. The Borrower Agent shall
submit to the Administrative Agent within 10 days after the date of consummation
of each New Project or Permitted Acquisition,  as the case may be, (i) a copy of
the  related  Facility  Agreement  if it exists,  or, if it does not exist,  the
proposed  form of the  Facility  Agreement  which  will be in  effect  upon  the
commencement  of its term,  and (ii)  copies of all  market  studies,  pro forma
financial  statements and business plans and studies prepared in connection with
such New Project or Permitted Acquisition.



         5.24  Security  DocumentsSecurity  Documents.  The  provisions  of  the
Security  Documents  executed or to be executed by each Borrower in favor of the
Administrative  Agent shall,  upon the due  execution  and  delivery  thereof in
accordance  herewith,  together with the making of all filings and recordings in
locations  required by  subsection  4.1(b) and the taking of  possession  of the
Collateral  in accordance  with the  provisions  of the Security  Documents,  be
effective  to create,  in favor of the  Administrative  Agent,  for the  ratable
benefit of the Banks,  a valid and perfected  first  priority Lien in all right,
title and interest of each such  Borrower in and to the  Collateral,  subject to
such Liens which are  otherwise  permitted by this  Agreement and the other Loan
Documents.


         5.25  Subordinated  DebtSubordinated  Debt.  Attached as Schedule  5.25
hereto is a true,  correct and complete  description of all of the  Subordinated
Debt,  as of the Closing  Date,  to be  supplemented  quarterly by an Acceptable
Supplement.  Each of the Borrowers hereby covenants to perform,  comply with and
be  bound by for the  ratable  benefit  of the  Banks  at all  times  all of its
agreements,  covenants, and obligations in the Subordinated Debt Documents. Each
of the Borrowers will not, without the consent of the Required Banks, permit any
modification or waiver of or change in any subordination provisions contained in
any of the Subordinated Debt Documents.

         6.       CERTAIN AFFIRMATIVE COVENANTS.

The  Borrowers  jointly  and  severally  covenant  and  agree,  so  long  as the
Commitments  remain  in  effect  or  any  amount  is  owing  to  any  Bank,  the
Administrative  Agent or the  Documentation  Agent  hereunder or under any other
Loan Document or any Letter of Credit remains outstanding, that:

          6.1 Financial  Statements.  Each  Borrower  shall keep proper books of
record and account in which full and true  entries  will be made of all dealings
or  transactions  of or in  relation  to the  business  and affairs of each such
Borrower,  in  accordance  with GAAP,  and the Borrower  Agent shall cause to be
furnished to the  Administrative  Agent,  and upon receipt,  the  Administrative
Agent shall  promptly  furnish to the Banks as soon as  reasonably  practicable,
copies of the following financial  statements,  reports and information,  all in
accordance with the notice provisions of subsection 10.12:

         (a) as soon as they become available and are filed with the SEC, but in
any event within fifty (50) days after the close of each fiscal  quarter  (other
than the last fiscal quarter) of the Borrowers,  consolidated  balance sheets at
the  close of such  fiscal  quarter,  and  consolidated  statements  of  income,
stockholders'  equity and cash flows for such fiscal  quarter and for the period
commencing at the close of the previous fiscal year and ending with the close of
such fiscal quarter of the Borrowers (with  comparable  information at the close
of and for the corresponding fiscal quarter of the prior fiscal year and for the
corresponding  portion  of such  prior  fiscal  year),  certified  by the  Chief
Executive  Officer,  Chief Financial  Officer or Treasurer of the Borrower Agent
(provided that the requirements of this clause (a) for any fiscal quarter may be
satisfied by delivery of a copy of Fine Host's Quarterly Report on Form 10-Q for
such quarter);

         (b) as soon as they become available and are filed with the SEC, but in
any event  within  ninety-five  (95) days after the close of each fiscal year of
the Borrowers, consolidated balance sheets at the close of such fiscal year, and
consolidated statements of income,  stockholders' equity and cash flows for such
fiscal year (with  comparable  information  for the prior fiscal year),  in each
case  as  audited  (without  any  Impermissible  Qualification)  by  a  firm  of
independent public accountants of nationally  recognized  standing acceptable to
the  Administrative  Agent  (provided  that the  requirements  of the  foregoing
provisions  of this clause (b) for any fiscal year may be  satisfied by delivery
of a copy of Fine Host's  Annual  Report on Form 10-K for such  year),  together
with a  certificate  from such  accountants  to the effect  that,  in making the
examination necessary for the signing of such annual report by such accountants,
they have not become  aware of any Default or Event of Default that has occurred
and is  continuing,  or, if they have become  aware of such  Default or Event of
Default, describing such Default or Event of Default;

         (c)  as  soon  as  it  becomes  available,  but  in  any  event  within
thirty-five (35) days after the close of each fiscal month of the Borrowers,  an
Operating  Results and Comparison  Schedule as to contract and venue performance
for such fiscal month, in substantially the form delivered by the Borrower Agent
to the Administrative Agent prior to the Closing Date;

         (d) as soon as it becomes available, but in any event within fifty (50)
days after the close of each fiscal year of the Borrowers, a budget for the next
succeeding  fiscal year of the  Borrowers,  which  budget shall be prepared on a
fiscal month basis and shall contain a projected  consolidated balance sheet and
statements  of  earnings  and cash flows of the  Borrowers  for such  succeeding
fiscal year,  certified by the Chief Executive Officer,  Chief Financial Officer
or Treasurer of the Borrower Agent;

         (e) concurrently with the delivery of the financial statements referred
to in  subsections  6.1(a)  and (b),  a  certificate  from the  Chief  Executive
Officer, Chief Financial Officer or Treasurer of the Borrower Agent, (i) stating
that, to the best of such officer's  knowledge,  and except as specified in such
certificate,  no Default or Event of Default has occurred and is continuing, and
there  does not now  exist any  circumstance  or set of  facts,  which  with the
passage of time or the giving of notice or both, would constitute or result in a
Default or an Event of Default,  and (ii) setting forth in reasonable detail the
calculations required to determine compliance with subsection 7.1;

         (f) promptly,  but in any event within five (5) days after any Borrower
obtains  knowledge of any of the following,  a statement of the Chief  Executive
Officer,  Chief  Financial  Officer or Treasurer of the Borrower  Agent  setting
forth in reasonable detail the nature thereof and the action which the Borrowers
have taken and propose to take with respect  thereto:  (i) the occurrence of any
litigation,   arbitration  or  governmental   investigation  or  proceeding  not
previously  disclosed by the Borrowers pursuant hereto which has been instituted
or, to the knowledge of any Borrower,  is threatened against, any Borrower or to
which any of its  properties,  assets or revenues is subject which, if adversely
determined,  might have a Material  Adverse  Effect;  (ii) the occurrence of any
circumstance  which has a  reasonable  likelihood  of having a Material  Adverse
Effect;  (iii)  any  material  adverse  development  which  shall  occur  in any
litigation,  arbitration or governmental  investigation or proceeding previously
disclosed by any  Borrower;  (iv) the  occurrence  of any  Default;  and (v) the
occurrence of a Reportable Event (as defined in ERISA) under, or the institution
of steps by the Borrower or any of its  Subsidiaries  to withdraw  from,  or the
institution  by the PBGC or  otherwise of any steps to  terminate,  any employee
benefit plan covered by Title IV of such Act;

         (g) promptly upon the receipt  thereof and in any event within ten (10)
Business  Days,  copies of all  detailed  management  reports  submitted  to any
Borrower by its independent public accountants;

         (h) as soon as it becomes  available,  but in any event within  fifteen
(15) days of delivery to any Borrower,  a copy of any management or other letter
issued by a public accounting firm or other management  consultants with respect
to the financial or accounting systems or controls of the Borrowers;

         (i) the  response of any Borrower to any of the matters  referenced  in
any letter issued by a public  accounting firm or other  management  consultants
with respect to the financial or accounting systems or controls of such Borrower
at  such  time  as  such  Borrower  delivers  such  response  to  such  firm  or
consultants,  and upon  receipt by such  Borrower of any reply  thereto,  a copy
thereof to the Administrative Agent;

         (j) as soon as they become available,  but in any event, within fifteen
(15)  days  after  the  issuance  thereof,   Fine  Host  shall  furnish  to  the
Administrative Agent copies of such other financial  statements,  proxy material
and reports as it shall send or make available to its stockholders, and promptly
upon the filing thereof,  copies of all reports and materials which any Borrower
files with any governmental commission (including, without limitation, the SEC),
department or agency or with any domestic or foreign stock  exchange or with the
NASDAQ, including without limitation, copies of (i) any registration statements,
prospectuses  and any amendments and  supplements  thereto,  and any regular and
periodic reports (including, without limitation, reports on Form 10-K, Form 10-Q
and Form 8-K)  filed by any  Borrower  with the SEC or any  domestic  or foreign
stock  exchange  or with  the  NASDAQ;  and  (ii)  any  letters  of  comment  or
correspondence  with  respect  to  filings  or  compliance  matters  sent to any
Borrower by any such governmental commission (including without limitation,  the
SEC), department or agency or any such domestic or foreign stock exchange or the
NASDAQ;  provided  that the  foregoing  provisions  shall not apply to  reports,
materials,  letters or  correspondence  (other than those filed with or received
from the SEC)  filed or  received  by any  Borrower  in the  ordinary  course of
business  or which  otherwise  do not  involve  matters  that could  result in a
Material Adverse Effect; and

         (k) such other  information  with respect to the  financial  condition,
business,  property,  assets,  revenues  and  operations  of any Borrower as the
Administrative Agent may from time to time reasonably request.

         All financial statements delivered to the Administrative Agent pursuant
to the  requirements of this  subsection  6.1(except  where otherwise  expressly
indicated)  shall be prepared in accordance  with GAAP on a consolidated  basis.
The Administrative Agent and the Banks acknowledge that Fine Host is a reporting
company  under the  Securities  Exchange Act of 1934,  as amended,  and that its
common  stock is publicly  traded,  and agree to keep all  information  acquired
pursuant  to this  subsection  6.1 or  under  any  other  provision  of the Loan
Documents,  or as a  result  of any  inspection  conducted  in  accordance  with
subsection 6.2 below,  confidential;  provided that the Banks may, in their sole
discretion, communicate such information (t) to any holder of Subordinated Debt,
(u) with  the  prior  consent  of the  Borrower  Agent  (not to be  unreasonably
withheld),  to any  other  Person in  accordance  with its  customary  practices
relating to routine trade  inquiries,  (v) to any court or regulatory  authority
having jurisdiction over the Banks or any of them or as required by law or legal
process,  (w) to any other  Person in  connection  with the  Banks'  sale of any
interests  or  participations  in the  Liabilities,  (x) to any other  Person in
connection  with any  litigation  involving  any Borrower  and any Bank,  (y) to
counsel, auditors or other professional advisors and to affiliates of any of the
Banks  or (z) to any  other  Person  in  connection  with  the  exercise  of the
Administrative  Agent's or the Banks' rights hereunder or under any of the other
Loan Documents, it being the intent of this sentence not to create rights in and
to such  documents  to any Person  other than the  Administrative  Agent and the
Banks;  provided  that  the  foregoing  restrictions  shall  not  apply  to  any
information that Fine Host has made publicly available.  The Borrowers authorize
the  Administrative  Agent to discuss the  financial  condition of the Borrowers
with the independent  certified  public  accountants for the Borrowers and agree
that  such  discussion  or  communication  shall  be  without  liability  to the
Administrative Agent or the Banks. Upon the Administrative Agent's review of any
management  or  other  letter  issued  by a  public  accounting  firm  or  other
management  consultants,  the Borrowers agree to address, in a manner reasonably
satisfactory  to the  Administrative  Agent,  any  matter  addressed  therein or
explain, to the Administrative Agent's reasonable satisfaction, the positions of
the Borrowers with respect thereto why such matter will not be addressed.

     6.2 Inspection.  The  Administrative  Agent and/or the Banks shall have the
right,  from  time to time  hereafter  upon  reasonable  notice,  to call at any
Borrower's  place of business  (or any other place where the  Collateral  or any
information relating thereto is kept or located) during ordinary business hours,
and,  without  hindrance or delay (except to the extent that the rights of third
parties  would be violated  or unless an order from a competent  court is issued
allowing  enforcement of the  Administrative  Agent's rights despite the alleged
violation of the rights of such third parties), (a) to inspect, audit, check and
make  copies of and  extracts  from any  Borrower's  books,  records,  journals,
orders,  receipts  and  any  correspondence  and  other  data  relating  to  any
Borrower's  business or to any transactions  between the parties hereto,  (b) to
make such verification concerning the Collateral as the Administrative Agent may
consider  reasonable  under the  circumstances,  and (c) to discuss the affairs,
finances and business of any Borrower with any officers,  employees or directors
of the Borrower.

     6.3 Conduct of Business.  Except as provided  herein,  each Borrower  shall
maintain  its legal  existence,  shall  maintain  in full  force and  effect all
licenses,   permits,   authorizations,   bonds,  franchises,   leases,  patents,
contracts,  and other rights necessary or desirable to the profitable conduct of
its respective  business,  shall continue in, and shall limit its operations to,
the same or complementary general lines of business as those currently conducted
(which is providing catering or concession  services at recreational and leisure
facilities,  convention  centers,  schools and institutions) and comply with all
applicable  Laws,  except for such Laws the violation of which would not, in the
aggregate,  have a Material  Adverse Effect.  None of the Borrowers shall permit
any  default by any  Borrower  to occur  under any  mortgage  or other Lien that
encumbers  any  real  property  leased  by any  Borrower.  Each  Borrower  shall
maintain,  preserve and protect all trade names,  trade  marks,  copyrights  and
patents  and  all  other  property  necessary  to the  conduct  of  each  of its
businesses  and keep all  tangible  property in good repair,  working  order and
condition, ordinary wear and tear excepted.

     6.4  Claims and  Taxes.  Each  Borrower  agrees to  indemnify  and hold the
Administrative Agent and the Banks harmless from and against any and all claims,
demands, liabilities, losses, damages, penalties, costs, and expenses (including
reasonable attorneys' and other professionals' fees and disbursements)  relating
to or in any way arising out of the possession, use, operation or control of the
assets  of any  Borrower  (other  than any such  claims,  demands,  liabilities,
losses,  damages,  penalties,  costs  or  expenses  attributable  to  the  gross
negligence or wilful misconduct of the Administrative  Agent or the Banks or any
of their respective  officers,  directors,  employees or agents).  The Borrowers
shall pay or cause to be paid all license  fees,  bonding  premiums  and related
taxes  and  charges,  and pay or cause  to be paid all of the real and  personal
property taxes of any Borrower, all assessments and charges of any Borrower, and
all franchise, income, unemployment,  use, excise, old age benefit, withholding,
sales  and other  taxes and other  governmental  charges  assessed  against  any
Borrower,  or payable by any  Borrower,  at such times and in such  manner as to
prevent any penalty from  accruing or any Lien from  attaching to its  property;
provided  however  that the  Borrowers  shall  have the right to contest in good
faith, by an appropriate proceeding promptly initiated and diligently conducted,
the validity,  amount or imposition of any such tax,  assessment or charge,  and
upon such good faith  contest,  to delay or refuse payment  thereof,  if (a) the
applicable Borrower establishes  adequate reserves,  in accordance with GAAP, to
cover such contested  taxes,  assessments or charges,  and (b) such contest does
not have a Material Adverse Effect, or a material adverse effect on the priority
or value of the Administrative Agent's Lien on the Collateral.

     6.5 Costs and Expenses of Agents and Banks as Additional  Liabilities.  The
Borrowers shall  reimburse the Agents for all reasonable  expenses and fees paid
or incurred by the Agents in connection with (a) the documentation,  negotiation
and  closing  of the Loans and other  transactions  described  herein and in the
other Loan  Documents,  and (b) any  amendment,  waiver or consent  executed  in
connection with this Agreement or any of the other Loan Documents. The Borrowers
shall  also  reimburse  each of the  Agents  and the  Banks  for all  reasonable
expenses  and fees paid or  incurred  by the Banks and the Agents in  connection
with the  enforcement or  preservation of the rights of any of the Agents or the
Banks  under  this  Agreement  and any of the other  Loan  Documents  (including
without limitation  appraisal,  stamp,  document,  transfer filing and recording
fees and the  reasonable  fees  and  expenses  of the  auditors,  attorneys  and
paralegals of the Agents and the Banks). All such costs and expenses incurred by
the  Agents  and the  Banks  with  respect  to the  documentation,  negotiation,
enforcement,  collection and  protection of the interests of the  Administrative
Agent in the Collateral (including without limitation the cost of such equipment
and real estate appraisals and environmental update inspections as may hereafter
be  reasonably  required  by the  Administrative  Agent),  shall  be  additional
Liabilities,  payable on demand or  otherwise  repaid as  provided  herein,  and
secured by the  Collateral.  The  agreements  in this  subsection  shall survive
repayment of the Loans and all other amounts payable hereunder.

     6.6  Insurance.   Each  Borrower  shall,  at  its  expense,  maintain  with
reputable,  financially sound insurance companies, insurance with respect to its
properties and business against such liabilities and  contingencies  and of such
types and in such amounts as is customary in  accordance  with prudent  business
practice  in the  case of  similar  businesses  in  similar  locations,  and are
reasonably acceptable to the Administrative Agent (including without limitation,
public  liability  insurance,  third party property damage  insurance and liquor
liability  insurance).  All  such  policies  of  insurance  shall be in form and
substance  reasonably  satisfactory to the  Administrative  Agent and shall have
deductibles not exceeding  Twenty-Five Thousand and 00/100 Dollars ($25,000.00).
The Borrower Agent shall deliver to the Administrative  Agent the original (or a
certified  copy) of each policy of insurance  for each  Borrower and evidence of
payment of all premiums therefor. All of the policies of insurance pertaining to
each such Borrower's assets shall contain an endorsement,  in form and substance
reasonably  satisfactory to the Administrative Agent, showing all losses payable
to the Administrative  Agent as provided below in this subsection 6.6; provided,
that such policies may show loss payees in addition to the Administrative  Agent
in connection  with the lease or purchase  money  financing of equipment or real
estate by each such  Borrower  and if such other loss payees have no interest in
the  proceeds of any loss  relating to the  Collateral,  other than the specific
assets  that are the  subject of such lease or purchase  money  financing.  Such
endorsement, or an independent instrument furnished to the Administrative Agent,
shall provide that such insurance company will give the Administrative  Agent at
least thirty (30) days' prior written  notice before any such policy or policies
of  insurance  shall be altered or  cancelled  and that no act or default of any
Borrower  shall affect the right of the  Administrative  Agent to recover  under
such policy or policies of  insurance in case of loss or damage.  All  insurance
policies referred to in this subsection 6.6 shall name the Administrative  Agent
as an  additional  loss  payee  with  respect  to  all  claims  relating  to the
Collateral  resulting  in payments of Five Hundred  Thousand and 00/100  Dollars
($500,000.00) or less, and as additional  insured and sole loss payee in respect
of each claim relating to the  Collateral  resulting in a payment under any such
insurance   policy   exceeding   Five  Hundred   Thousand  and  00/100   Dollars
($500,000.00).  Provided  that no Default or Event of Default then  exists,  the
Administrative  Agent agrees promptly upon its receipt  thereof,  to pay over to
the  Borrower  Agent the  proceeds of such  payment to enable the  Borrowers  to
repair,  restore, or replace the Collateral subject to such claim. To the extent
that the Borrowers elect not to repair, restore or replace such Collateral,  any
such   proceeds  in  excess  of  Five  Hundred   Thousand  and  00/100   Dollars
($500,000.00)  shall be deposited with the  Administrative  Agent, which deposit
shall be invested by the  Administrative  Agent in Cash Equivalents and shall be
held by the Administrative  Agent as additional  Collateral for the Liabilities.
If the Borrower Agent certify to the Administrative Agent, on or prior to thirty
(30) days after  receipt by any  Borrower of such  insurance  proceeds  that the
Borrowers  intend  to use  such  insurance  proceeds  to  construct  replacement
property or repair the damaged  property  within three hundred  sixty-one  (361)
days after the receipt of such  insurance  proceeds,  the  Administrative  Agent
shall,  if no  Default  has  occurred  and is then  continuing,  release  to the
Borrower  Agent  that  part  of  the  insurance  proceeds  to be  used  for  the
aforementioned  purposes. To the extent that the Borrower Agent does not provide
such  certification,  all of  such  insurance  proceeds  shall  be  used  by the
Administrative Agent to prepay in full to the extent possible the Guidance Loans
for the  facility to which such  insurance  proceeds  are  applicable,  with any
remaining  proceeds to be used to prepay other Guidance Loans in accordance with
subsection  3.1(b).  In addition,  if any of the insurance  proceeds  previously
released are not in fact applied in the manner specified in such  certification,
the Borrowers shall pay to the Administrative  Agent, on which the date which is
three hundred sixty-one (361) days after the receipt of such insurance  proceeds
by any  Borrower,  an amount  equal to the  insurance  proceeds  released by the
Administrative  Agent to the  Borrowers  pursuant to this  subsection  6.6 (less
amounts  actually spent for the purposes  specified in such  certification)  and
such  amount  shall  be  applied  to the  prepayment  of the  Guidance  Loans in
accordance with subsection  3.1(b).  All such proceeds otherwise on deposit with
the Administrative Agent on the date which is three hundred sixty-one (361) days
after receipt of such  insurance  proceeds by any Borrower shall also be used by
the  Administrative  Agent to prepay in full to the extent possible the Guidance
Loans for the facility to which such insurance proceeds are applicable, with any
remaining  proceeds to be used to prepay other Guidance Loans in accordance with
subsection  3.1(b).  In  addition,  such  proceeds  may  also  be  used,  in the
Administrative Agent's sole discretion,  to meet the obligation of the Borrowers
to reimburse  the Banks as a result of any draw under any Letter of Credit.  The
Administrative  Agent shall apply any such proceeds not so used first to amounts
due under the Guidance Loans, and if any proceeds should remain  thereafter,  to
the  reduction of the  Liabilities  in such manner as the  Administrative  Agent
shall determine.  If a Default or an Event of Default exists, the Administrative
Agent shall (a) hold the proceeds of such payment as additional  Collateral  for
the Loans until such Default or Event of Default shall no longer exist and then,
subject to the foregoing provisions of this subsection 6.6, pay over the same to
the Borrower Agent for the repair, restoration, or replacement of the Collateral
subject to such claim.  The  Borrowers  hereby  direct all  insurers  under such
policies of insurance to pay all proceeds of insurance  policies directly to the
Administrative  Agent  as and to the  extent  set  forth  above.  The  Borrowers
irrevocably  make,  constitute  and  appoint the  Administrative  Agent (and all
officers,  employees or agents  designated by the  Administrative  Agent) as the
true and lawful  attorney-in-fact  of each such Borrower for the purpose,  after
and  during the  continuance  of a Default  or an Event of  Default,  of making,
settling and adjusting  claims under all such  policies of insurance,  endorsing
the name of any  Borrower  on any  check,  draft,  instrument  or other  item of
payment  received by any Borrower or the  Administrative  Agent  pursuant to any
such policies of insurance  and making all  determinations  and  decisions  with
respect to such  policies of insurance.  If any  Borrower,  at any time or times
hereafter,  shall fail to obtain or maintain  any of the  policies of  insurance
required above or to pay any premium in whole or in part relating thereto,  then
the Administrative Agent, without waiving or releasing any obligation or default
by any Borrower  hereunder,  may at any time or times  thereafter  (but shall be
under no obligation to do so) obtain and maintain such policies of insurance and
pay such  premiums  and take any other  action with  respect  thereto  which the
Administrative Agent deems advisable, and the amount so expended,  together with
interest thereon at the rate applicable to the Guidance Loans,  shall be part of
the  Liabilities,  payable on demand or otherwise  repaid as provided herein and
secured by the  Collateral.  Notwithstanding  anything in this subsection 6.6 to
the contrary, in the event insurance proceeds result from a casualty to property
used in connection with a Facility Agreement,  and such Facility Agreement is no
longer in force as of the date of payment of  insurance  proceeds by the insurer
or before such  proceeds are used to repair,  replace or restore such  property,
then the full  amount  of such  proceeds  (up to the  outstanding  amount of any
Guidance  Loan  related  to  such  Facility  Agreement),  shall  be  paid to the
Administrative Agent to retire such Guidance Loan, before the application of the
other provisions of this subsection 6.6.

     6.7 Pension Plans. Each Borrower shall, and shall (to the extent within the
control of any Borrower) cause each ERISA  Affiliate to, (a) make  contributions
to all of the Plans (including any  Multiemployer  Plans) in a timely manner and
in a sufficient amount to comply with the requirements of ERISA; (b) comply with
all material  requirements  of ERISA and the Tax Code which relate to such Plans
and Multiemployer Plans, the failure to comply with which would if applicable to
such Borrower or any ERISA Affiliate, have a Material Adverse Effect; (c) notify
the Administrative Agent immediately upon receipt by such Borrower of any notice
of the  institution  of any  proceeding  or other action which may result in the
termination of any Plans or Multiemployer  Plans; and (d) immediately notify the
Administrative  Agent of the occurrence of an ERISA  Termination  Event. None of
the Borrowers shall fail to make any payments to any Multiemployer Plan that any
Borrower or any ERISA  Affiliate of any Borrower  under ERISA may be required to
make  under  any  agreement  relating  to any  Multiemployer  Plan  or  any  Law
pertaining  thereto  except  any  payments  being  contested  in good faith with
respect to which any such Borrower has established adequate reserves.

     6.8 Notice of Suit. The Borrower Agent shall,  as soon as possible,  and in
any event within five (5) Business Days after the Borrower Agent learns thereof,
give  written  notice to the  Administrative  Agent of any  proceeding(s)  being
instituted  or  threatened  to be  instituted  by or against any Borrower in any
federal,  state,  local or foreign court or before any  arbitration or mediation
panel,  commission or other regulatory body (federal,  state, local or foreign);
provided,  that  the  Borrower  Agent  shall  not  be  required  to  notify  the
Administrative  Agent of any such  proceeding  instituted  or  threatened  to be
instituted unless such proceeding could,  individually,  or when aggregated with
other outstanding proceedings,  if adversely determined, have a Material Adverse
Effect.

     6.9 Environmental  Notices. The Borrowers shall promptly notify and furnish
the Administrative Agent with a copy of any and all Environmental  Notices which
would result in a Material Adverse Effect and any Environmental  Notice from any
Governmental  Authority  which is received by any Borrower.  The Borrowers shall
take prompt and appropriate action in response to any and all such Environmental
Notices and shall promptly furnish the  Administrative  Agent with a description
of the Borrowers' response thereto.

     6.10 Use of  Proceeds.  Proceeds  of the Loans shall be used solely for the
business purposes of the Borrowers,  in accordance with the terms and provisions
of this Agreement and the other Loan Documents.

     6.11  Maintenance  of Liens  of  Security  Documents.  The  Borrowers  will
promptly,  upon the reasonable request of the Administrative  Agent, at the sole
expense  of the  Borrowers,  execute,  acknowledge  and  deliver,  or cause  the
execution,  acknowledgement  and delivery of, and thereafter  register,  file or
record,  or  cause  to be  registered,  filed  or  recorded,  in an  appropriate
governmental office, any document or instrument  supplemental to or confirmatory
of the Security  Documents or otherwise  reasonably deemed by the Administrative
Agent necessary or desirable for the continued validity, perfection and priority
of the Liens on the Collateral covered thereby.

     6.12  Pledge  of After  Acquired  Property;  Additional  Subsidiaries.  nal
Subsidiaries

         (a) If at any time  following  the Closing  Date,  any  Borrower  shall
acquire  property  of any  nature  whatsoever  having a value in  excess  of One
Hundred Thousand and 00/100 Dollars ($100,000.00) which is intended by the terms
of the  applicable  Security  Document  to be, but is not,  subject to the Liens
created by the Security Documents,  such Borrower shall, as soon as possible and
in no event later than thirty (30) days after the relevant acquisition date and,
to the extent permitted by applicable law, grant to the Administrative Agent for
the ratable  benefit of the Banks a first priority  (subject to Liens  permitted
under  subsection  7.2) Lien (to the extent that such Borrower is then permitted
to  grant  such a  Lien)  on  such  property  as  collateral  security  for  the
Liabilities  pursuant  to  documentation  reasonably  satisfactory  in form  and
substance to the  Administrative  Agent.  The  Borrowers,  at their own expense,
shall execute, acknowledge and deliver, or cause the execution,  acknowledgement
and  delivery  of, and  thereafter  register,  file or record in an  appropriate
governmental office, any document or instrument (including legal opinions, title
insurance,   consents  and  corporate  documents)  and  take  all  such  actions
reasonably  deemed by the  Administrative  Agent to be necessary or desirable to
ensure the creation, priority and perfection of such Lien.

         (b) The Borrowers  shall,  at the expense of the Borrowers,  cause each
new  Subsidiary  created or  acquired  after the  Closing  Date,  to execute and
deliver to the Administrative  Agent, within ninety (90) days after the creation
or acquisition of such new Subsidiary,  the following  agreements and documents,
all in form and substance reasonably satisfactory to the Administrative Agent:

                  (i) a certain joinder and assumption  agreement by and between
         each such new Subsidiary,  the Banks, the Administrative  Agent and the
         Documentation  Agent,  pursuant to which, among other things, each such
         new  Subsidiary  shall (A) join in this  Agreement and all of the Notes
         and assume all of the  Liabilities  hereunder  and  thereunder,  all as
         fully and completely as though each such new Subsidiary was an original
         Borrower  hereunder;  (B) make, to the Banks, the Administrative  Agent
         and the Documentation Agent, all of the representations, warranties and
         covenants  described  in this  Agreement  and the Notes which have made
         hereunder and thereunder by the Borrowers; and (C) agree to be bound by
         and to observe all of the terms and  conditions  of this  Agreement and
         the Notes, jointly and severally with all of the Borrowers;

                  (ii) a certain security  agreement,  pursuant to which,  among
         other things,  such new  Subsidiary  shall grant to the  Administrative
         Agent, for the ratable benefit of the Banks, a security interest in all
         of its assets, together with any and all UCC financing statements which
         the  Administrative  Agent deems  necessary and appropriate in order to
         perfect its security interests in such assets;

                  (iii)  a  certain  assignment  of  receivables  and  proceeds,
         pursuant to which, among other things, such new Subsidiary shall assign
         to the  Administrative  Agent,  for the ratable benefit of the Banks as
         additional  collateral  all of its rights,  title and  interests in Net
         Contract Proceeds; and

                  (iv) such other agreements,  documents,  financing statements,
         instruments,  opinions and  certificates  and  completion of such other
         matters,  as the Administrative  Agent may reasonably deem necessary or
         appropriate.

         Each  Borrower  which holds an equity  interest in such new  Subsidiary
shall promptly execute and deliver, a pledge agreement, providing for the pledge
of One  Hundred  Percent  (100%) of such equity  interest to the  Administrative
Agent for the ratable benefit of the Banks.

         7.   CERTAIN NEGATIVE COVENANTS.

         The Borrowers jointly and severally  covenant and agree, so long as the
Commitments  remain  in  effect  or  any  amount  is  owing  to  any  Bank,  the
Administrative  Agent or the  Documentation  Agent  hereunder or under any other
Loan Document or any Letter of Credit remains outstanding, that:

          7.1 Financial  Covenants.  Unless the Required  Banks shall  otherwise
agree in writing, the Borrowers shall not:

         (a) Ratio of Consolidated Debt to Adjusted  Consolidated EBITDA. Permit
for any period of four consecutive  fiscal quarters (to be tested as of the last
day of each fiscal quarter,  commencing with the fiscal quarter ending September
24, 1997) the ratio of their Consolidated Debt for such period to their Adjusted
Consolidated EBITDA for such period to be more than 2.75 to 1.00.

         (b) Ratio of Consolidated  EBITDA of the Borrowers to Consolidated Cash
Interest  Expense of the  Borrowers.  Permit for any period of four  consecutive
fiscal  quarters  (to be  tested  as of the  last  day of each  fiscal  quarter,
commencing  with the fiscal quarter ending  September 24, 1997) the ratio of the
Consolidated  EBITDA of the Borrowers for such period to the  Consolidated  Cash
Interest Expense of the Borrowers for such period to be less than 4.00 to 1.00.

         (c)  Minimum   Consolidated   EBITDA  of  the  Borrowers.   Permit  the
Consolidated  EBITDA  of the  Borrowers  at  the  end  of  any  fiscal  quarter,
commencing  with the fiscal quarter  ending  September 24, 1997, to be less than
Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00).

         (d) Maintenance of Net Worth.  Permit Consolidated Net Worth at the end
of any fiscal quarter ending after March 26, 1997 to be less than the sum of (i)
One Hundred Seven Million and 00/100  Dollars  ($107,000,000.00),  plus (ii) all
Net Proceeds received by any Borrower upon the issuance, after the Closing Date,
of any  additional  Capital  Stock of such  Borrower,  plus  (iii)  Seventy-Five
Percent (75%) of the aggregate  Consolidated  Net Income for each fiscal quarter
ending after the Closing Date.

          7.2  Encumbrances.  Each Borrower shall not create,  incur,  assume or
suffer to exist, any Lien or other  encumbrance of any nature  whatsoever on any
of its assets,  including  without  limitation the  Collateral,  other than: (a)
Liens securing the payment of taxes, either not yet due or the validity of which
is being contested in good faith by appropriate proceedings, and as to which the
applicable  Borrower  shall,  if appropriate  under GAAP,  have set aside on its
books and records adequate reserves;  provided that such contest does not have a
Material Adverse Effect; (b) deposits under worker's compensation,  unemployment
insurance,  social security and other similar Laws, or to secure the performance
of bids,  tenders or contracts  (other than for the repayment of borrowed money)
or to secure  indemnity,  performance or other similar bonds for the performance
of bids,  tenders or contracts  (other than for the repayment of borrowed money)
or to secure  statutory  obligations  or surety  or appeal  bonds,  or to secure
indemnity,  performance  or  other  similar  bonds  in the  ordinary  course  of
business,  and Liens  securing  judgments  that have not resulted in an Event of
Default  under  clause (d) of  subsection  8.1 hereof;  (c)  statutory  Liens of
landlords, carriers, warehousemen,  mechanics, materialmen or suppliers incurred
in the  ordinary  course of business for sums not yet  delinquent;  (d) Liens in
favor of the  Administrative  Agent and the Banks;  (e) purchase  money security
interests arising in connection with Equipment or real estate purchases or lease
financings  made as permitted by this  Agreement,  not to exceed an aggregate of
Five Million and 00/100  Dollars  ($5,000,000.00)  outstanding  at any time; (f)
Liens  described on Schedule  7.2;  and (g) Liens other than those  permitted in
subsections 7.2(a) through (f), inclusive,  securing obligations in an aggregate
outstanding amount of no more than Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00).

          7.3  Indebtedness.  Each  Borrower  shall not incur,  create,  assume,
become or be liable  in any  manner  with  respect  to, or permit to exist,  any
Indebtedness,  except:  (a) the  Liabilities;  (b) trade  obligations and normal
accruals in the ordinary  course of business  not yet due and  payable,  or with
respect to which the applicable  Borrower is contesting in good faith the amount
or validity thereof by appropriate proceedings, and then only to the extent that
the applicable  Borrower has set aside on its books adequate reserves  therefor,
in accordance with GAAP; (c) purchase money Indebtedness incurred to finance the
purchase or lease of  Equipment  or real  estate,  not to exceed an aggregate of
Five Million and 00/100  Dollars  ($5,000,000.00)  outstanding  at any time, (d)
Indebtedness  of any Borrower to any other  Borrower;  (e) unsecured  guaranties
made by any Borrower in connection with a New Project or Permitted  Acquisition;
provided,  however,  that the total amount of such  guaranties  shall not exceed
Five Million and 00/100  Dollars  ($5,000,000.00)  in the  aggregate at any time
outstanding;  (f) Indebtedness of any Borrower in respect of performance, bid or
similar  bonds  related to Facility  Agreements,  in a  principal  amount not to
exceed Twenty  Million and 00/100 Dollars  ($20,000,000.00)  in the aggregate at
any time;  (g)  Subordinated  Debt;  (h) other  Indebtedness  incurred after the
Closing Date in an aggregate  principal  amount  outstanding  at any time not to
exceed Two  Million and 00/100  Dollars  ($2,000,000.00);  and (i)  Indebtedness
existing on the Closing Date and reflected on Schedule 7.3.


          7.4 Mergers and  Consolidations.  Except as allowed  under  subsection
7.5,  each  Borrower  shall  not  enter  into  any   transaction  of  merger  or
consolidation,  or liquidate,  wind up or dissolve (or suffer any liquidation or
dissolution),  or convey, sell, lease,  transfer or otherwise dispose of, in one
transaction  or a  series  of  transactions,  all  or  substantially  all of its
business,  property  or  tangible  or  intangible  assets,  whether now owned or
hereafter  acquired,  except that any Borrower may merge or consolidate with, or
convey,  sell,  lease,  transfer or dispose of assets to, any other Borrower and
thereafter  dissolve  (provided  that in the case of a merger  or  consolidation
involving Fine Host,  Fine Host is the surviving  corporation);  and except that
any Borrower may merge or consolidate with any other Person with which Fine Host
is  permitted  to merge or  consolidate  (provided  that  such  Borrower  is the
surviving corporation).

          7.5  Acquisitions.  Each  Borrower  shall not acquire any stock of any
corporation  or  ownership  interest  in any other  entity,  or  acquire  all or
substantially  all of the assets  of, or such of the assets as would  permit the
transferee  to continue any one or more  integral  business  operations  of, any
Person. Notwithstanding the preceding sentence to the contrary,

                  (a) any Borrower may acquire  Capital Stock or other ownership
         interests of any entity which, as a result of such acquisition, becomes
         a  Subsidiary;  provided,  however,  that all of the Borrowers and such
         entity comply with all of the applicable  provisions  contained  herein
         (including, without limitation, the provisions of subsection 6.12(b));

                  (b) any  Borrower  may  acquire  assets  of any  entity  which
         assets,  as a result of such  acquisition,  are owned by a  Subsidiary;
         provided,  however,  that all of the  Borrowers  and such entity comply
         with all of the  applicable  provisions  contained  herein  (including,
         without  limitation,  the provisions of subsections 4.3 and 6.12(b), to
         the extent applicable); and


                  (c) any Borrower may acquire  Capital Stock or other ownership
         interests of any entity that does not thereby  become a  Subsidiary  if
         such acquisition complies with subsection 7.7(e); and


further,  provided,  however,  that  notwithstanding  anything contained in this
sentence to the contrary,  after the Closing  Date,  no Borrower  shall incur or
assume,  without the prior written consent of the Required Banks,  Project Costs
of more than Ten Million and 00/100 Dollars ($10,000,000.00) for any New Project
or  Thirty  Million  and  00/100  Dollars  ($30,000,000.00)  for  any  Permitted
Acquisition.

     7.6 Disposal of Property.  Each Borrower shall not sell, lease, transfer or
otherwise  dispose  of any of its  properties,  assets  and rights to any Person
(other  than to any  other  Borrower)  except:  (a)  sales of  Inventory  in the
ordinary  course  of  business;  (b) sales of  property  being  replaced  in the
ordinary  course of business by other property with a fair market value equal to
or  greater  than the  property  being so  replaced;  (c) sales or  disposal  of
Equipment  having a value of less than One  Hundred  Seventy-Five  Thousand  and
00/100 Dollars  ($175,000.00)  per fiscal year of the Borrowers;  (d) subject to
subsection 3.1(b),  sales or transfers pursuant to the termination of a Facility
Agreement which will not result in any extraordinary gains or losses pursuant to
GAAP  (including  the  prepayment  of any Note  Receivable or receipt of any Net
Contract  Proceeds,  subject to the terms of an  Assignment of  Receivables  and
Proceeds executed and delivered to the Administrative Agent); or (e) other sales
or disposal of Equipment  having a net book value as of such sale or disposition
aggregating  not  more  than  Two  Million  Five  Hundred  Thousand  and  00/100
($2,500,000.00)  since  the  Closing  Date.  If any of the  Equipment  is  sold,
transferred or otherwise disposed of as herein provided, and such sale, transfer
or  disposition  is made in  connection  with the  purchase  by any  Borrower of
replacement  Equipment,  such  Borrower  shall use the  proceeds  of such  sale,
transfer or disposition  solely to finance the purchase by such Borrower of such
replacement  Equipment  and shall  deliver to the  Administrative  Agent written
evidence of the use of the proceeds for such purchase. All replacement Equipment
purchased by any Borrower shall be free and clear of all Liens, except for those
of the  Administrative  Agent and except for purchase money  security  interests
arising out of such purchases to the extent permitted under subsection 7.2.

     7.7 Investments or Loans.  Each Borrower shall not make,  incur,  assume or
suffer to exist any  Investment in any other  Person,  except:  (a)  Investments
existing  on  the  Closing  Date  and   identified  in  Schedule  7.7  ("Ongoing
Investments");  (b) Cash Equivalents;  (c) without duplication,  (i) Investments
permitted as Indebtedness pursuant to subsection 7.3, (ii) acquisitions pursuant
to subsection  7.5, (iii)  guaranties  pursuant to subsection  7.8, (iv) Capital
Expenditures  pursuant  to  subsection  7.9 and (v)  Project  Costs  pursuant to
subsection  7.10;  (d) in the ordinary  course of business,  Investments  by any
Borrower in any other Borrower,  by way of  contributions to capital or loans or
advances  and (e) other  Investments  not to exceed Five  Hundred  Thousand  and
00/100 Dollars ($500,000.00) at any time outstanding;  provided however, that no
Investment  otherwise  permitted by this subsection 7.7 shall be permitted to be
made if, immediately before or after giving effect thereto, any Default or Event
of Default shall have occurred and be continuing.


     7.8 Guaranties. None of the Borrowers shall guarantee, endorse or otherwise
in any  way  become  or be  responsible  for  obligations  of any  other  Person
(including without limitation any officer, director,  employee or stockholder of
any Borrower (but  excluding the  Borrowers)),  whether by agreement to purchase
the Indebtedness of any other Person or through the purchase of goods,  supplies
or services,  or maintenance of working capital or other balance sheet covenants
or conditions,  or by way of stock purchase,  capital  contribution,  advance or
loan for the purpose of paying or discharging any  Indebtedness or obligation of
such  other  Person  or  otherwise,   except  (a)   endorsements  of  negotiable
instruments  for deposit or collection in the ordinary  course of business,  (b)
guaranties  permitted under subsection  7.3(e),  (c) performance  bonds given in
connection  with the entry by any  Borrower  into a  Facility  Agreement,  bonds
necessary  to  submit  bids  for a  Facility  Agreement,  or  similar  bonds  or
agreements,  and (d) guaranties or bonds by any Borrower  required by any Person
other  than  Fine  Host  or  any  Affiliate  in  connection  with  obtaining  or
maintaining a License necessary for a Facility Agreement. All guaranties,  bonds
and  agreements  encompassed  under  clauses (b),  (c) and (d) of the  preceding
sentence  as of the date  hereof are  listed on  Schedule  7.8.  Nothing in this
subsection 7.8 is intended to limit the exceptions to Indebtedness,  Investments
or Loans which are permitted under subsections 7.3 and 7.7.

     7.9 Capital Expenditure Limitations. Each Borrower will not make, or commit
to make,  Capital  Expenditures  in any fiscal year of the Borrowers;  provided,
however,  that the  Borrowers  may make (i)  Capital  Expenditures  which do not
constitute Project Costs in an aggregate amount of not more than Two Million and
00/100 Dollars  ($2,000,000.00)  in each fiscal year of the Borrowers,  and (ii)
without  duplication,  Capital  Expenditures as permitted under subsections 7.5,
7.7 and 7.10.

     7.10 Limitations on Project Costs. The Borrowers shall not incur or assume,
after the Closing  Date,  Project  Costs for all New Projects and all  Permitted
Acquisitions, in excess of, in the aggregate, the following amounts:


================================================================= ==============
                                                                  Maximum Amount
Applicable Period
================================================================= ==============
After the Closing Date to and including the                        $60,000,000
first anniversary of the Closing Date
================================================================= ==============
After the first anniversary of the Closing                         $65,000,000
Date to and including the second anniversary of the Closing Date
================================================================= ==============
After the second anniversary of the Closing Date to and including  $75,000,000
the third anniversary of the Closing Date
----------------------------------------------------------------- ==============
After the third anniversary of the Closing Date                         $0
----------------------------------------------------------------- ==============

provided, however, that: (A) acquisitions,  Investments and Capital Expenditures
made pursuant to subsections 7.5, 7.7(c)(ii), 7.7(c)(iv)-(v) and 7.9 (other than
clause (i) of  subsection  7.9) shall  reduce,  dollar-for-dollar  (but  without
duplication),  any Investments  permitted to be made pursuant to this subsection
7.10; and (B) the amount of Capital  Expenditures and Project Costs permitted to
be made as provided  above in this  subsection  7.10 shall not be reduced by the
amount of any Net Contract  Proceeds  which the Borrower  Agent has notified the
Administrative  Agent in writing  prior to the  application  thereof,  are being
applied pursuant to this subsection 7.10.

          7.11  Distributions.  No Borrower shall pay any dividends  (other than
stock  dividends,  provided that stock dividends paid with respect to any of its
Capital Stock which is subject to Pledge Agreements to the Administrative  Agent
shall be subject to the terms of such Pledge Agreement) or distributions, either
in cash or in kind, on any class of its Capital Stock, nor make any distribution
on account of its Capital  Stock,  nor redeem,  purchase or  otherwise  acquire,
directly or indirectly,  any of its Capital Stock; provided,  however, that Fine
Host shall be permitted,  at any time,  to (a) pay cash  dividends in respect of
any of its shares of Capital Stock or (b) redeem, purchase or otherwise acquire,
during each fiscal year of Fine Host,  up to an aggregate  amount of Two Hundred
Fifty Thousand and 00/100 Dollars  ($250,000.00) of its shares of Capital Stock,
if after giving effect to either of such transactions,  it remains in compliance
with the  financial  covenants  set  forth  in  subsections  7.1 and  7.7,  and,
provided,  further,  however,  that  any  Borrower  shall be  permitted  to make
distributions or pay dividends to its immediate parent.

          7.12  Compensation.  No Borrower shall pay  compensation,  directly or
indirectly,  whether in cash or in  property  (including  fringe  benefits,  and
whether in respect of stock  ownership,  consulting or other services or for any
other reason  whatsoever),  to any Affiliate of any Borrower except as set forth
in  Schedule  7.12 or as  disclosed  in any  registration  statement  or  report
(including,  without  limitation,  reports on Form 10-K, Form 10-Q and Form 8-K)
filed by Fine Host with the SEC, as amended, modified or supplemented, from time
to time and except that the provisions of this  subsection  7.12 shall not apply
to reasonable payments or employee benefits made to employees or officers of any
Borrower, as determined in good faith by the Board of Directors of such Borrower
or,  in  the  case  of  directors,   to  reasonable  and  customary   directors'
compensation, in each case in the ordinary course of business.

          7.13 Transactions with Affiliates. Other than as set forth on Schedule
7.13,  and  except  as  disclosed  in  any  registration   statement  or  report
(including,  without  limitation,  reports on Form 10-K, Form 10-Q and Form 8-K)
filed by Fine Host with the SEC, as amended, modified or supplemented, from time
to time, no Borrower  shall loan,  contribute or otherwise  transfer any cash or
property  to any  Affiliate  of any  Borrower  or enter  into  any  transaction,
including without  limitation the purchase,  sale or exchange of property or the
rendering  of  any  service  to  any  Affiliate  of any  Borrower,  except  that
transactions with Affiliates of any Borrower which are at arm's length,  are for
fair  value  and  are in  the  ordinary  course  of  such  Borrower's  and  such
Affiliate's business shall be permitted.

          7.14 Prepayment of Other Liabilities.  Each of the Borrowers shall not
directly or indirectly prepay, purchase, redeem, retire or otherwise acquire, or
make any optional  payment on account of any  principal of or any interest on or
premium  payable  in  connection  with the  optional  repayment,  redemption  or
retirement  of,  any  of  its   Indebtedness   (including  but  not  limited  to
Subordinated Debt) except for (i) the Liabilities;  (ii) any obligations related
to a  Facility  Agreement  which  results  in  the  prepayment  in  full  of the
corresponding  and related  Guidance Loan; and (iii)  mandatory  prepayments and
other scheduled payments required under any Indebtedness that is permitted under
this Agreement.

          7.15  Amendment  of Charter.  No  Borrower  shall amend its charter or
by-laws, change its fiscal year-end, or adopt or alter any preferred stock terms
or preferences if such amendment,  adoption,  or alteration  would (i) adversely
affect the ability of the Borrowers, taken as a whole, to repay the Liabilities;
or (ii) result in a Material Adverse Change.

          7.16 ERISA  Termination  Event.  No  Borrower  shall  permit any ERISA
Termination  Event to occur, or suffer any ERISA Termination Event to exist, if,
in either  case,  such ERISA  Termination  Event  could have a Material  Adverse
Effect.

     8.  DEFAULT,  RIGHTS AND REMEDIES OF THE  ADMINISTRATIVETHE  ADMINISTRATIVE
AGENT.

     8.1 "Event of Default" shall mean the occurrence or existence of any one or
more of the following events:

         (a)  any  Borrower  fails  to  pay  any of the  Liabilities  when  such
Liabilities  are  due or are  declared  due,  whether  at  stated  maturity,  by
acceleration or otherwise, within five (5) days of the date due;

         (b) any Borrower  fails or neglects to perform,  keep or observe any of
the covenants, conditions, promises or agreements contained in this Agreement or
in any of the other Loan Documents within ten (10) days after the date of notice
by the  Administrative  Agent of the failure to perform,  keep,  or observe such
covenant, condition, promise, or agreement (provided that there shall be no such
ten (10) day  grace  period  for  failure  to comply  with any of the  covenants
contained in Section 7 hereof, or if any of the Loan Documents are unenforceable
in whole or in part in accordance with their terms);

         (c)  any  warranty  or  representation  now or  hereafter  made  by any
Borrower  pursuant  to this  Agreement  or any of the other  Loan  Documents  is
untrue,  incorrect or  incomplete  in any  material  respect,  or any  schedule,
certificate,  statement, report, financial data, notice, or writing furnished at
any time by any Borrower to any Bank pursuant to or in connection with the Loans
is untrue,  incorrect or incomplete in any material  respect,  on the date as of
which the facts set forth  therein  are  stated  or  certified  or  restated  or
recertified;

         (d) judgments or orders requiring  aggregate  payments in excess of One
Million  and  00/100  Dollars  ($1,000,000.00)  shall be  rendered  against  any
Borrower,  and such judgments or orders shall remain unsatisfied or undischarged
and in effect for sixty (60)  consecutive  days without a stay of enforcement or
execution,  provided that this clause (d) shall not apply to the extent that any
judgment for which the  applicable  Borrower is insured in full (less  customary
deductibles);

         (e) a notice of Lien,  levy or  assessment  is filed or  recorded  with
respect to all or a material part of the Collateral by the United States, or any
department,  agency  or  instrumentality  thereof,  or  by  any  state,  county,
municipality or other  governmental  agency,  or any taxes or debts owing at any
time or times  hereafter to any one or more of them become a Lien, upon all or a
material part of the  Collateral,  provided that this clause (e) shall not apply
to any Liens,  levies,  or assessments  which are being  contested in good faith
(provided the Borrowers have complied with the provisions of clauses (a) and (b)
of subsection 6.4);

         (f) all or any material  part of the  Collateral  is attached,  seized,
subjected to a writ or distress warrant,  or is levied upon, or comes within the
possession of any judgment creditor,  receiver,  trustee,  custodian or assignee
for the benefit of creditors;

         (g) a proceeding under any Insolvency Law is filed against any Borrower
and such  proceeding is not dismissed  within sixty (60) days of the date of its
filing,  or a proceeding  under any Insolvency Law is filed by any Borrower,  or
any Borrower  files an answer  admitting the material  allegations of a petition
filed  against  it, or any  Borrower  makes an  assignment  for the  benefit  of
creditors,  or any Borrower takes any corporate or other action to authorize any
of the foregoing;

         (h) any Borrower voluntarily or involuntarily dissolves or is dissolved
except as permitted by subsection 7.4, or terminates or is terminated;

         (i) any Borrower becomes Insolvent, or admits in writing its inability,
or fails generally, to pay its debts as they become due;

         (j) any Borrower is enjoined,  restrained, or in any way prevented from
conducting all or any material part of its business affairs;

         (k) a material  default by any Borrower shall occur (and any applicable
cure  period  shall  have  expired)  under any  Facility  Agreement  or  related
agreement, document or instrument, whether heretofore, now or hereafter existing
between any Borrower or any other Person  unless,  within five (5) Business Days
of such  default,  the Borrower  Agent  provides to the  Administrative  Agent a
certificate  (together  with any  other  documents  reasonably  required  by the
Administrative Agent) from the Chief Executive Officer,  Chief Financial Officer
or  Treasurer  of the  Borrower  Agent  that  the  Borrowers,  taken as a whole,
notwithstanding  termination  of such Facility  Agreement or related  agreement,
document,  or instrument,  shall continue to meet, and shall in the  foreseeable
future continue to meet, the financial covenants in subsection 7.1;

         (l) any Borrower shall default in making any payment when due,  whether
at stated maturity, by acceleration or otherwise, on any obligation for borrowed
money in an  aggregate  amount in excess of Seven  Hundred  Fifty  Thousand  and
00/100 Dollars  ($750,000.00)  or the holder of any such obligation shall become
entitled  to cause such  obligation  to become  due prior to its stated  date of
maturity;

         (m) there shall be a Change in Control of Fine Host;

         (n)  there  shall  occur  a  Material   Adverse  Change  affecting  the
Borrowers,  which could reasonably be expected to have a Material Adverse Effect
on the value of the Collateral,  or the Administrative  Agent's Lien thereon, or
the ability of the Borrowers to repay the Liabilities;

         (o) any Borrower  shall be convicted of any crime for which  forfeiture
of a material amount of its property,  or payment of a material penalty, will be
required, or for which a license may be revoked,  terminated,  or suspended, and
such revocation,  termination,  or suspension would result in a Material Adverse
Effect; or

         (p) any Security  Document  shall at any time after its  execution  and
delivery and for any reason  cease:  (A) to create a valid and  perfected  first
priority  security  interest  in and to a  material  portion  of the  Collateral
covered  by such  Security  Agreement;  or (B) to be in full force and effect or
shall be declared null and void.

         8.2 Termination of Obligation to Make Loans and Acceleration.  Upon the
occurrence of an Event of Default referred to in subsection  8.1(g),  all of the
Liabilities shall automatically,  without notice of any kind, be immediately due
and  payable  and the Banks  shall  have no  further  obligation  to make  Loans
hereunder.  Upon the  occurrence of any other Event of Default,  the Banks shall
have  no  further  obligation  to  make  Loans  hereunder  and any or all of the
Liabilities may, at the option of the Administrative Agent, acting in accordance
with the  provisions  of  subsections  9.2 and 10.1,  and  without  presentment,
demand,  protest or notice of any kind, be declared, and thereupon shall become,
immediately due and payable,  provided that the Administrative  Agent shall give
notice of such acceleration to the Borrowers.

         8.3 Rights and Remedies  Generally.  Upon the occurrence of an Event of
Default,  the  Administrative  Agent shall have, in addition to any other rights
and remedies  contained in this Agreement or in any of the other Loan Documents,
all of the  rights  and  remedies  of a  secured  party  under  the UCC or other
applicable  Laws,  all of which  rights and  remedies  shall be  cumulative  and
non-exclusive,  to the extent permitted by Law. The  Administrative  Agent shall
further  have as a matter of right and without  notice to any  Borrower,  unless
otherwise  required by  applicable  law,  and without  regard to the adequacy or
inadequacy of any Collateral as security for the  Liabilities or the interest of
any Borrower therein, the right to apply to any court of competent  jurisdiction
to appoint a receiver or  receivers of any Borrower of all or any portion of the
property of any Borrower  comprising the Collateral and to have such receiver or
receivers  appointed,  and each of the Borrowers hereby irrevocably  consents to
such appointment and waives notice of any application therefor (except as may be
required by Law). Any such receiver or receivers shall have all the usual powers
and duties of receivers  in like or similar  cases and all the powers and duties
of the  Administrative  Agent  provided  in this  Agreement  and the other  Loan
Documents including,  without limitation and to the extent permitted by Law, and
by such documents, the right to operate under existing licenses,  franchises and
permits  granted or issued to any Borrower and the right to enter into licenses,
sublicenses,  leases and  subleases of all or any part of the  Collateral to the
extent that any Borrower  possessed such rights,  and shall continue as such and
exercise  all  such  powers  until  the  date  of  confirmation  of  sale of the
Collateral unless such receivership is sooner terminated.

         8.4 Entry Upon Premises and Access to Information.  Upon the occurrence
and during the  continuance  of an Event of Default,  the  Administrative  Agent
shall have the right, to the extent permitted by Law, to enter upon the premises
of each of the Borrowers  where the  Collateral is located (or is believed to be
located)  without any obligation to pay rent to any Borrower,  or, except to the
extent that the rights of third parties would be violated,  until an appropriate
order from a  competent  court is issued,  any other  place or places  where the
Collateral  is  believed  to be located  and kept,  and  remove  the  Collateral
therefrom  to the  premises of the  Administrative  Agent,  for such time as the
Administrative  Agent may desire,  in order  effectively to collect or liquidate
the Collateral, or the Administrative Agent may require any Borrower to assemble
the Collateral and make it available to the  Administrative  Agent at a place or
places to be designated by the  Administrative  Agent.  Upon the  occurrence and
during the continuance of an Event of Default,  the  Administrative  Agent shall
have the  right to  obtain  access to the data  processing  equipment,  computer
hardware and software of any Borrower  relating to the Collateral and to use all
of the  foregoing  and the  information  contained  therein  in any  manner  the
Administrative Agent deems appropriate for the purposes of protecting the rights
of the Administrative Agent hereunder and its rights to the Collateral;  and the
Administrative  Agent shall have the right to notify post office  authorities to
change the  address  for  delivery  of the mail of the  Borrowers  to an address
designated by the Administrative Agent and to receive, open and process all mail
addressed to any of the Borrowers.

         8.5 Sale or  Other  Disposition  of  Collateral  by the  Administrative
Agent. The net proceeds realized by the Administrative  Agent upon any such sale
or other  disposition,  after  deduction  for the expense of retaking,  holding,
preparing  for  sale,  selling  or the like and the  reasonable  attorneys'  and
paralegals'  fees and legal  expenses  incurred by the  Administrative  Agent in
connection therewith, shall be applied as provided herein toward satisfaction of
the Liabilities. The Administrative Agent shall account to each of the Borrowers
for any surplus  realized upon such sale or other  disposition,  and each of the
Borrowers  shall  remain  liable for any  deficiency.  The  commencement  of any
action,  legal or equitable,  or the rendering of any judgment or decree for any
deficiency, shall not affect the Administrative Agent's security interest in the
Collateral  until the Liabilities  are fully paid. Each of the Borrowers  agrees
that the  Administrative  Agent  has no  obligation  to  preserve  rights to the
Collateral against any other parties.

         8.6  Waiver of  Demand.  Demand,  presentment,  protest  and  notice of
nonpayment are hereby waived by each of the Borrowers.  To the extent  permitted
by Law,  each  of the  Borrowers  also  waives  the  benefit  of all  valuation,
appraisal and exemption laws.

         8.7 Waiver of Notice. UPON THE OCCURRENCE AND CONTINUANCE OF A DEFAULT,
EACH OF THE BORROWERS HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND
PRIOR TO THE EXERCISE BY THE  ADMINISTRATIVE  AGENT OR THE BANKS OF ITS OR THEIR
RIGHTS TO  REPOSSESS  THE  COLLATERAL  WITHOUT  JUDICIAL  PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON THE  COLLATERAL  WITHOUT  PRIOR  NOTICE OR  HEARING,  TO THE
EXTENT PERMITTED IN THE JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED.

         8.8 Advice of Counsel.  Each of the Borrowers hereby  acknowledges that
each of  them  has  received  advice  from  its  counsel  with  respect  to this
transaction  and  this  Agreement,  including  without  limitation  any  waivers
contained herein.

         9. THE ADMINISTRATIVE AGENTSTRATIVE AGENT

         9.1 Appointment.  Each Bank hereby irrevocably  designates and appoints
the Administrative  Agent as the agent of such Bank under this Agreement and the
other  Loan   Documents,   and  each  such  Bank   irrevocably   authorizes  the
Administrative  Agent, in such capacity, to take such action on its behalf under
the  provisions of this  Agreement and the other Loan  Documents and to exercise
such  powers  and  perform  such  duties  as  are  expressly  delegated  to  the
Administrative  Agent  by the  terms  of  this  Agreement  and  the  other  Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding  any provision to the contrary elsewhere in this Agreement,  the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary  relationship with any Bank, and no
implied   covenants,   functions,   responsibilities,   duties,   obligation  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Administrative Agent.

         9.2 Delegation of Duties. The  Administrative  Agent may execute any of
its duties  under this  Agreement  and the other  Loan  Documents  by or through
agents  or  attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not  be  responsible   for  the  negligence  or  misconduct  of  any  agents  or
attorneys-in-fact selected by it with reasonable care.

         9.3 Exculpatory Provisions. Neither the Administrative Agent nor any of
its officers,  directors,  employees,  agents,  attorneys-in-fact  or Affiliates
shall be (i) liable for any action  lawfully  taken or omitted to be taken by it
or such Person  under or in  connection  with this  Agreement  or any other Loan
Document  (except  for its or such  Person's  own gross  negligence  or  willful
misconduct)  or (ii)  responsible  in any  manner  to any of the  Banks  for any
recitals, statements,  representations or warranties made by any Borrower or any
officer or agent thereof  contained in this Agreement or any other Loan Document
or in any  certificate,  report,  statement  or other  document  referred  to or
provided for in, or received by the Administrative  Agent under or in connection
with,  this  Agreement  or any other Loan  Document or for the value,  validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan  Document  or for any  failure  of any  Borrower  to perform  its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any  obligation  to any Bank to ascertain or to inquire as to the  observance or
performance  of any of the  agreements  contained  in, or  conditions  of,  this
Agreement or any other Loan  Document,  or to inspect the  properties,  books or
records of the Borrowers.

         9.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any Note,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telex or teletype  message,  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including,   without  limitation,   counsel  to  the  Borrowers),   independent
accountants and other experts selected by the Administrative  Agent.  Subject to
the provisions of subsection 10.15, the Administrative  Agent may deem and treat
the payee of any Note as the owner thereof for all purposes.  The Administrative
Agent shall be fully  justified  in failing or refusing to take any action under
this  Agreement or any other Loan  Document  unless it shall first  receive such
advice or concurrence of the Required Banks as it deems  appropriate or it shall
first be  indemnified  to its  satisfaction  by the  Banks  against  any and all
liability  and  expense  which  may be  incurred  by it by  reason  of taking or
continuing to take any such action. The Administrative  Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance  with a request of the Required Banks
(except as  otherwise  provided  in  subsection  10.1) and such  request and any
action  taken or failure to act pursuant  thereto  shall be binding upon all the
Banks and all future holders of the Loans.

         9.5 Notice of Default.  The Administrative Agent shall not be deemed to
have  knowledge or notice of the  occurrence  of any Default or Event of Default
hereunder  (other than the  non-payment of principal or interest on the Loans to
the extent that the same is required to be paid to the Administrative  Agent for
the account of the Banks) unless the  Administrative  Agent has received  notice
from a Bank or the  Borrowers  referring  to  this  Agreement,  describing  such
Default  or Event of  Default  and  stating  that such  notice  is a "notice  of
default". In the event that the Administrative Agent receives such a notice, the
Administrative  Agent shall give notice thereof to the Banks. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably  directed by the Required  Banks;  provided,  however,  that
unless and until the  Administrative  Agent shall have received such directions,
the  Administrative  Agent may (but shall not be obligated to) take such action,
or refrain  from taking such  action,  with  respect to such Default or Event of
Default as it shall deem  advisable in the best  interests of the Banks.

         9.6   Non-Reliance  on   Adminstrative   Agent.   Each  Bank  expressly
acknowledges  that  neither the  Administrative  Agent nor any of its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations or warranties to it and that no act by the Administrative  Agent
hereinafter taken,  including any review of the affairs of the Borrowers,  shall
be deemed to constitute  any  representation  or warranty by the  Administrative
Agent to any Bank. Each Bank represents to the Administrative Agent that it has,
independently  and without reliance upon the  Administrative  Agent or any other
Bank, and based on such documents and information as it has deemed  appropriate,
made its own appraisal or investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrowers and made its
own decision to make its Loans  hereunder  and enter into this  Agreement.  Each
Bank also represents that it will,  independently  and without reliance upon the
Administrative  Agent  or any  other  Bank,  and  based  on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  analysis,  appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and will make such investigation as
it deems  necessary to inform itself as to the business,  operations,  property,
financial and other condition and creditworthiness of the Borrowers.  Except for
notices,  reports and other documents  expressly required to be furnished to the
Banks by the Administrative Agent hereunder,  the Administrative Agent shall not
have any duty or  responsibility  to  provide  any Bank with any credit or other
information concerning the business, operations,  property, condition (financial
or otherwise),  prospects or  creditworthiness  of the Borrowers  which may come
into  the  possession  of the  Administrative  Agent  or  any  of its  officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

         9.7  Indemnification.  The Banks agree to indemnify the  Administrative
Agent in its capacity as such (to the extent not reimbursed by the Borrowers and
without limiting the obligation of the Borrowers to do so), ratably according to
their  respective  Commitment  Percentages  in  effect  on  the  date  on  which
indemnification  is sought (or, if indemnification is sought after the date upon
which the  Commitments  shall have terminated and the Loans shall have been paid
in full,  ratably in accordance with their  Commitment  Percentages  immediately
prior to such  date),  from and against  any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind whatsoever  which may at any time (including,  without
limitation  at any time  following  the  payment of the  Loans) be  imposed  on,
incurred by or asserted against the Administrative  Agent in any way relating to
or  arising  out of,  the  Commitments,  this  Agreement,  any of the other Loan
Documents or any documents  contemplated  by or referred to herein or therein or
the transactions  contemplated  hereby or thereby or any action taken or omitted
by the  Administrative  Agent under or in connection  with any of the foregoing;
provided,  however,  that no Bank shall be liable for the payment of any portion
of  such  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,   suits,  costs,   expenses  or  disbursements   resulting  from  the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this  subsection  shall  survive the payment of the Loans and all other  amounts
payable hereunder.

         9.8 Administrative Agent in Its Individual Capacity. The Administrative
Agent and its Affiliates  may make loans to, accept  deposits from and generally
engage in any kind of business with the  Borrowers as though the  Administrative
Agent  were not the  Administrative  Agent  hereunder  and under the other  Loan
Documents.  With  respect to the Loans made by it and with respect to any Letter
of Credit issued or participated in by it, the  Administrative  Agent shall have
the same rights and powers under this  Agreement and the other Loan Documents as
any Bank and may  exercise  the same as  though  it were not the  Administrative
Agent, and the terms "Bank" and "Banks" shall include the  Administrative  Agent
in its individual capacity.

         9.9 Successor Administrative Agent. The Administrative Agent may resign
as Administrative Agent upon ten (10) days' notice to the Banks and the Borrower
Agent. If the  Administrative  Agent shall resign as Administrative  Agent under
this  Agreement  and the other Loan  Documents,  then the  Required  Banks shall
appoint from among the Banks a successor  agent for the Banks,  which  successor
agent shall be subject to the  approval of the Borrower  Agent  (which  approval
shall not be  unreasonably  withheld),  whereupon  such  successor  agent  shall
succeed to the rights,  powers and duties of the  Administrative  Agent, and the
term "Administrative  Agent" shall mean such successor agent effective upon such
appointment and approval,  and the former Administrative  Agent's rights, powers
and  duties as  Administrative  Agent  shall be  terminated,  without  any other
further  act or deed on the part of such former  Administrative  Agent or any of
the parties to this  Agreement  or any holders of the Loans.  After any retiring
Administrative  Agent's  resignation as Administrative  Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions  taken or omitted to
be taken by it while it was  Administrative  Agent under this  Agreement and the
other Loan Documents.

         In the event that the Administrative Agent or its assets are taken over
by any state or federal agency having jurisdiction over the Administrative Agent
or its assets,  the Required Banks may appoint  another Bank as successor to the
Administrative  Agent, which successor agent shall be subject to the approval of
the Borrower Agent (which  approval shall not be unreasonably witheld).

         9.10 Removal of Administrative  Agent. The Required Banks may, upon ten
(10) days' notice to the Banks and the Borrower Agent, remove the Administrative
Agent and appoint another Bank as successor to the  Administrative  Agent, which
successor  agent shall be subject to the approval of the  Borrower  Agent (which
approval shall not be unreasonably withheld).

         9.11 Issuing Bank;  Swing Line Bank.  The  provisions of this Section 9
(other than  subsection  9.9) shall apply to the Issuing Bank and the Swing Line
Bank to the same extent as such provisions apply to the Administrative Agent.


         10. MISCELLANEOUS

         10.1 Amendments and Waivers.  Neither this Agreement nor any other Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in  accordance  with the  provisions  of this  subsection.  The
Administrative  Agent may, from time to time,  with the prior written consent of
the Required  Banks,  (a) enter into with each Borrower  which is a party to the
relevant Loan Documents written amendments,  supplements or modifications hereto
and to the other Loan Documents for the purpose of adding any provisions to this
Agreement  or the other Loan  Documents  or changing in any manner the rights of
the  Banks  or  of  the  Borrowers  hereunder  or  thereunder,  (b)  declare  an
acceleration  of the  Loans  upon the  occurrence  of an Event of  Default,  (c)
commence  collateral  enforcement or foreclosure  proceedings,  or (d) waive, on
such terms and conditions as the Required Banks or the Administrative  Agent, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences;  provided,  however,  that no such  waiver or consent  and no such
amendment,  supplement or modification shall,  without the prior written consent
of all of the Banks and the  Administrative  Agent,  (i)  reduce  the  amount or
extend the  scheduled  date of  maturity  of any Loan made by any Bank or of any
installment thereof, or reduce the stated rate of any interest thereon or reduce
the fee  payable  hereunder  to any Bank or  extend  the  scheduled  date of any
payment  thereof or increase the aggregate  amount or extend the expiration date
of any  Bank's  Commitments,  in each  case  without  the  consent  of such Bank
directly  affected  thereby,  (ii) amend,  modify or waive any provision of this
subsection  or reduce the  percentage  specified in the  definition  of Required
Banks or consent to the  assignment or transfer by the Borrowers of any of their
rights and obligations under this Agreement and the other Loan Documents,  (iii)
release any  Collateral  (except  that (x) no consent of any Bank is required to
permit the release of a Lien in  connection  with the sale of any  Collateral at
the  levels  permitted  under  subsection  7.6 of this  Agreement  or any  other
transaction  permitted  under such  subsection,  and (y)  consents of all of the
Banks  shall  not be  required  in  respect  of a  release  of any or all of the
property or assets subject to the Kentucky Mortgage or the Kentucky  Conditional
Assignment  of Rentals if the  Required  Banks shall have  approved  the sale or
transfer of such  property or assets or shall have  consented to an amendment to
subsection  7.6 of this  Agreement  that  permits such sale or  transfer),  (iv)
amend,  modify or waive any provision of Section 3 (other than subsection 3.14),
(v)  release  any  Borrower,  or (vi) amend,  modify or waive any  provision  of
Section 9. Any such waiver and any such  amendment,  supplement or  modification
shall  apply  equally  to each of the  Banks  and  shall  be  binding  upon  the
Borrowers,  the Banks,  the  Administrative  Agent and all future holders of the
Loans.  In  the  case  of  any  waiver,   the  Borrowers,   the  Banks  and  the
Administrative  Agent  shall be restored to their  former  positions  and rights
hereunder  and under the  other  Loan  Documents,  and any  Default  or Event of
Default  waived shall be deemed to be cured and not  continuing;  no such waiver
shall extend to any  subsequent  or other  Default or Event of Default or impair
any right consequent thereon.

         10.2  Attorneys'  Fees and Expenses.  If at any time or times hereafter
the  Administrative  Agent  employs  counsel in  connection  with  protecting or
perfecting the Administrative  Agent's security interest in the Collateral or in
connection  with any matters  contemplated  by or arising out of this Agreement,
whether (a) to commence,  defend,  or intervene in any  litigation  or to file a
petition,  complaint,  answer, motion or other pleadings,  (b) to take any other
action in or with respect to any suit or proceeding  (Insolvency  or otherwise),
(c) to  consult  with  officers  of  the  Administrative  Agent  to  advise  the
Administrative Agent, (d) to protect,  collect, lease, sell, take possession of,
or liquidate any of the  Collateral,  or (e) to attempt to enforce or to enforce
any Lien on any of the  Collateral  or to attempt  to enforce or to enforce  any
rights of the  Administrative  Agent to collect any of the Liabilities,  then in
any of such  events,  all of the  attorneys'  and  paralegals'  reasonable  fees
arising  from such  services,  and any  reasonable  expenses,  costs and charges
relating  thereto,  together with interest at the rate prescribed herein for the
Guidance Loans, shall be part of the Liabilities,  payable on demand and secured
by the Collateral.

         10.3  Expenditures  by the  Administrative  Agent.  Except as permitted
herein,  in the event that any of the Borrowers  fails to pay taxes,  insurance,
assessments,  costs or expenses which any Borrower is, under any of the terms of
this Agreement or of any of the other Loan Documents,  required to pay, or fails
to keep the Collateral  free from Liens, or fails to perform under any agreement
related  to or for which a Letter of Credit has been  issued or a Guidance  Loan
has  been  made,  the  Administrative  Agent  may,  in  its  sole  and  absolute
discretion, make expenditures for any or all of such purposes, and the amount so
expended,  together with interest thereon at the rate prescribed  herein for the
Guidance Loans, shall be part of the Liabilities,  payable on demand and secured
by the Collateral.

         10.4 Custody and Preservation of Collateral.  The Administrative  Agent
and each Bank shall be deemed to have exercised  reasonable  care in the custody
and  preservation  of any of the  Collateral in its  possession if it takes such
action  for that  purpose  as the  Administrative  Agent or such Bank would with
respect to similar property held in such Bank's name.

         10.5 Reliance by the Banks.  Each of the Borrowers hereby  acknowledges
that the Banks,  in entering into this  Agreement  and  agreeing,  to the extent
provided  herein,  to make Loans and  otherwise  extend  credit to the Borrowers
hereunder,  have  relied  upon  the  accuracy  of  the  covenants,   agreements,
representations  and  warranties  made herein by each of the  Borrowers  and the
information  delivered  by each of the  Borrowers  to the  Banks  in  connection
herewith (including without limitation, the Initial Financial Statements).

         10.6 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
facsimile  transmission),  and all of said counterparts  taken together shall be
deemed to constitute  one and the same  instrument.  A set of the copies of this
Agreement  signed by all the parties shall be lodged with the Borrower Agent and
the Administrative Agent.

         10.7  Submission to  Jurisdiction;  Jury Trial Waiver;  Waiver of Bond.
EACH OF THE BORROWERS HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL  COURT  LOCATED  WITHIN  SUFFOLK  COUNTY,  MASSACHUSETTS  AND WAIVES ANY
OBJECTION  WHICH ANY  BORROWER  MAY HAVE  BASED ON  IMPROPER  VENUE OR FORUM NON
CONVENIENS  TO THE CONDUCT OF ANY  PROCEEDING  IN ANY SUCH COURT AND EACH OF THE
BORROWERS  CONSENTS  THAT ALL SERVICE OF PROCESS  UPON IT BE MADE BY  REGISTERED
MAIL OR MESSENGER  DIRECTED TO IT AT THE ADDRESS SET FORTH IN  SUBSECTION  10.12
AND THAT  SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  UPON THE  EARLIER OF
ACTUAL  RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN  POSTED TO SUCH
BORROWER'S  ADDRESS.  EACH OF THE BORROWERS AND THE BANKS HEREBY WAIVES,  TO THE
EXTENT PERMITTED BY LAW, TRIAL BY JURY, IN ANY LEGAL PROCEEDINGS  ARISING OUT OF
OR RELATING TO THIS  AGREEMENT,  ANY OF THE OTHER LOAN  DOCUMENTS  OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. EACH OF THE BORROWERS HEREBY WAIVES
ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT,  BUT FOR THIS WAIVER,
BE REQUIRED OF THE ADMINISTRATIVE  AGENT, THE BANKS OR ANY OF THEM, AND LIKEWISE
WAIVES,  TO THE  EXTENT  PERMITTED  BY LAW,  ANY BOND OR SURETY  WHICH  MIGHT BE
REQUIRED  OF THE  ADMINISTRATIVE  AGENT,  THE  BANKS OR ANY OF THEM IN ANY LEGAL
PROCEEDING.  NOTHING CONTAINED IN THIS SUBSECTION 10.7 SHALL AFFECT THE RIGHT OF
EACH BANK TO SERVE LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT
THE RIGHT OF EACH BANK TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR
ITS PROPERTY IN THE COURTS OF ANY OTHER PROPER JURISDICTION.

         10.8  Application  of  Payments.  After the  occurrence  and during the
continuance  of an Event of Default,  any contrary  provision  contained in this
Agreement or the other Loan Documents notwithstanding,  the Administrative Agent
shall  have the  continuing  exclusive  right to apply and  reapply  any and all
payments  received at any time or times  hereafter,  whether with respect to the
Collateral  or  otherwise,  against  the  Liabilities  in  such  manner  as  the
Administrative  Agent may deem advisable,  any entry by the Administrative Agent
upon its books and records  notwithstanding,  and each of the  Borrowers  hereby
irrevocably  waives the right to direct the  application of any and all payments
at any time or times  hereafter  received by the  Administrative  Agent from any
Borrower or with respect to any of the Collateral in such circumstances.

         10.9 Adjustments; Set Off. stments; Set Off

         (a) If any Bank (a  "Benefited  Bank")  shall at any time  receive  any
payment of all or part of its Loans or the  Reimbursement  Obligations  owing to
it, or interest  thereon,  or receive any Collateral in respect thereof (whether
voluntarily or involuntarily,  by set-off,  pursuant to events or proceedings of
the nature referred to in section 8.1(g), or otherwise), in a greater proportion
than any such payment to or  Collateral  received by any other Bank,  if any, in
respect of such other Bank's Loans or the Reimbursement Obligations owing to it,
or interest thereon,  such Benefited Bank shall purchase for cash from the other
Banks a participating interest in such portion of each such other Bank's Loan or
the  Reimbursement  Obligations  owing to it, or shall  provide such other Banks
with the benefits of any such Collateral,  or the proceeds thereof,  as shall be
necessary to cause such  Benefited  Bank to share the excess payment or benefits
of such  Collateral  or  proceeds  ratably  with  each of the  Banks;  provided,
however,  that if all or any  portion  of such  excess  payment or  benefits  is
thereafter recovered from such Benefited Bank, such purchase shall be rescinded,
and the purchase  price and benefits  returned,  to the extent of such recovery,
but without interest.

         (b) In  addition to any rights and  remedies  of the Banks  provided by
law, each Bank shall have the right,  without prior notice to any Borrower,  any
such notice being expressly waived by each such Borrower to the extent permitted
by  applicable  law,  upon any  amount  becoming  due and  payable  by each such
Borrower  hereunder  (whether  at  the  stated  maturity,   by  acceleration  or
otherwise) to set-off and  appropriate and apply against such amount any and all
deposits  (general or special,  time or demand,  provisional  or final),  in any
currency,  and any other credits,  indebtedness or claims,  in any currency,  in
each case  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured,  at any time  held or  owing by such  Bank or any  branch  or  agency
thereof to or for the credit or the  account  of each such  Borrower.  Each Bank
agrees promptly to notify the Borrower Agent and the Administrative  Agent after
any such set-off and application made by such Bank, provided that the failure to
give such notice shall not affect the validity of such set-off and application.

         10.10 Section Titles.  The section and subsection  titles  contained in
this Agreement are for reference purposes only and shall be without  substantive
meaning or content of any kind  whatsoever  and are not a part of the  agreement
between the parties.

         10.11 Continuing Effect.  This Agreement,  the  Administrative  Agent's
Liens on the  Collateral,  and all of the other Loan Documents shall continue in
full force and effect so long as any Liabilities shall be owed to the Banks, and
(even if there shall be no  Liabilities  outstanding)  so long as this Agreement
has not been terminated as provided herein.

         10.12  Notices.  Except as otherwise  expressly  provided  herein,  any
notice required or desired to be served,  given or delivered  hereunder shall be
in writing,  and shall be deemed to have been validly served, given or delivered
upon the earlier of (a) personal delivery to the address set forth below, (b) in
the case of mailed  notice,  three (3) days after  deposit in the United  States
mails,  with proper  postage  for  certified  mail,  return  receipt  requested,
prepaid,  (c), in the case of telecopy notice,  when received or (d) in the case
of notice by Federal Express or other reputable  overnight courier service,  one
(1) Business Day after delivery to such courier service, addressed as follows in
the case of the  Borrowers  and the  Agents,  and as set forth in Annex B in the
case of all of the other  Banks,  or to such other  address as may be  hereafter
notified by the respective parties hereto:

         (i)      If to the Administrative Agent, at:


                  BankBoston, N.A.
                  100 Federal Street
                  Boston, MA  02110
                  Attention:  Daniel P. Corcoran, Jr., Director
                  Mail Code:  01-07-05
                  Telecopier No. 617-434-1279

                  with a copy to:

                  Peabody & Arnold
                  50 Rowes Wharf
                  Boston, MA  02110
                  Attention:  Anil Khosla, Esq.
                  Telecopier No. 617-951-2125

         (ii)     If to the Documentation Agent, at:

                  USTrust
                  30 Court Street
                  Boston, MA  02108
                  Attention:  Michael D. O'Neill, Senior Vice President
                  Telecopier No. 617-695-5250

                  with a copy to:

                  Peabody & Arnold
                  50 Rowes Wharf
                  Boston, MA  02110
                  Attention:  Anil Khosla, Esq.
                  Telecopier No. 617-951-2125

         (iii)    If to any Borrower, at:

                  Fine Host Corporation
                  3 Greenwich Office Park
                  Greenwich, CT  06831
                  Attention:  Richard E. Kerley, Chairman and CEO
                  Telecopier No. 203-629-5089

                  with a copy to:

                  Willkie Farr & Gallagher
                  One Citicorp Center
                  153 East 53rd Street
                  New York, NY  10022
                  Attention:  Cornelius T. Finnegan, III, Esq.
                  Telecopier No. 212-821-8111


Notices sent by or to any Borrower shall be deemed to include the other
Borrowers for all purposes under this Agreement.

         10.13 Equitable Relief.  Each of the Borrowers  recognizes that, in the
event  that the  Borrowers  fail to  perform,  observe or  discharge  any of the
Liabilities  under this Agreement,  any remedy at law may prove to be inadequate
relief to the Banks. Therefore, the Borrowers agree that the Banks, if the Banks
so request,  shall be entitled to temporary and permanent  injunctive  relief in
any such case without the necessity of proving actual damages.

         10.14  Entire  Agreement.  This  Agreement,   together  with  the  Loan
Documents  executed in  connection  herewith,  and all  exhibits  and  schedules
attached hereto or thereto,  constitutes the entire  Agreement among the parties
with respect to the subject matter hereof, and supersedes all prior written oral
understandings with respect thereto.

         10.15  Successors and Assigns;  Participations  and  Assignments.

              10.15.1  Successors and Assigns.  This Agreement  shall be binding
         upon  and  inure  to the  benefit  of the  Borrowers,  the  Banks,  the
         Administrative  Agent  and their  respective  successors  and  assigns,
         except that none of the  Borrowers  may assign or  transfer  any of its
         rights or obligations  under this  Agreement  without the prior written
         consent of each Bank and any  assignment or transfer by any Bank of its
         rights or obligations under this Agreement or any Loan Document must be
         made in compliance with this subsection 10.15 (any purported assignment
         in violation of this subsection shall be null and void).

              10.15.2 Participations.  Any Bank may, at any time, sell to one or
         more financial  institutions  or other entities  ("Loan  Participants")
         participating  interests in any Loan owing to such Bank, any commitment
         of such Bank or any other interest of such Bank hereunder and under the
         other Loan  Documents;  provided,  however,  that such Bank obtains the
         prior written consent of the Administrative  Agent, which consent shall
         not be unreasonably  withheld or delayed. In the event of any such sale
         by a Bank of a participating  interest to a Loan Participant,  (i) such
         Bank's  obligations  under this  Agreement to the other parties to this
         Agreement  shall remain  unchanged,  (ii) such Bank shall remain solely
         responsible for the performance  thereof,  (iii) such Bank shall remain
         the holder of any such Loan for all purposes  under this  Agreement and
         the  other   Loan   Documents,   (iv)  the   Borrower   Agent  and  the
         Administrative  Agent shall  continue to deal solely and directly  with
         such Bank in connection with such Bank's rights and  obligations  under
         this  Agreement  and  the  other  Loan  Documents,   and  (v)  no  Loan
         Participant under any participation shall have any right to approve any
         amendment or waiver of any provision of any Loan Document.

              10.15.3  Assignments.  Any Bank may, at any time, with the written
         consent of the Borrower  Agent and the  Administrative  Agent (which in
         each case shall not be unreasonably  withheld or delayed) assign to any
         other  Bank  or any  affiliate  thereof  or to an  additional  bank  or
         financial institution (an "Assignee") all or any part of its rights and
         obligations under this Agreement and the other Loan Documents  pursuant
         to an Assignment and Assumption,  substantially in the form of Annex C,
         executed by such Assignee and such  assigning  Bank (and in the case of
         an Assignee  that is not then a Bank or an  affiliate  thereof,  by the
         Borrower  Agent and the  Administrative  Agent)  and  delivered  to the
         Administrative  Agent for its acceptance and recording in the Register;
         provided,  however,  that in the  case  of any  such  assignment  to an
         additional bank or financial institution, if such assignment is of less
         than all of the rights and  obligations of the assigning Bank, then (a)
         the  sum  of the  aggregate  principal  amount  of the  Loans  and  the
         aggregate  amount of the unused  Commitments  being assigned to such an
         additional  bank or  financial  institution  must not be less than Five
         Million  and  00/100  Dollars  ($5,000,000.00);  and (b) the sum of the
         aggregate principal amount of the Loans and the aggregate amount of the
         unused  Commitments  remaining with the assigning Bank must not be less
         than  Five  Million  and  00/100  Dollars  ($5,000,000.00).  Upon  such
         execution,  delivery,  acceptance  and  recording,  from and  after the
         effective date  determined  pursuant to such Assignment and Assumption,
         (i) the Assignee  thereunder shall be a party hereto and, to the extent
         provided  in such  Assignment  and  Assumption,  have  the  rights  and
         obligations of a Bank hereunder with a Commitment as set forth therein,
         and (ii) the assigning Bank thereunder shall, to the extent provided in
         such Assignment and Assumption,  be released from its obligations under
         this  Agreement  (and,  in the  case of an  Assignment  and  Assumption
         covering all or the remaining portion of an assigning Bank's rights and
         obligations under this Agreement, such assigning Bank shall cease to be
         a party hereto).  In addition to the  assignments  permitted under this
         subsection  10.15.3,  any Bank may assign and pledge all or any portion
         of its pro rata  share  in the  Loans to any  Federal  Reserve  Bank as
         collateral  security pursuant to Regulation A of the Board of Governors
         and any Operating  Circular issued by the Federal Reserve Bank. No such
         assignment  shall  release  the  assigning  Bank  from its  obligations
         hereunder.

              10.15.4 Register.The Administrative Agent shall maintain a copy of
         each  Assignment  and  Assumption  delivered to it and a register  (the
         "Register") for the recordation of the names and addresses of the Banks
         and the  Commitments  of, and principal  amounts of the Loans owing to,
         each Bank from  time to time.  The  entries  in the  Register  shall be
         conclusive,  in the absence of manifest error,  and the Borrowers,  the
         Administrative  Agent and the Banks shall treat each Person  whose name
         is recorded in the Register as the owner of a Loan or other  obligation
         hereunder as the owner  thereof for all purposes of this  Agreement and
         the other Loan Documents,  notwithstanding  any notice to the contrary.
         Any assignment of any Loan or other  obligation  hereunder  (whether or
         not  evidenced  by a Note)  shall be  effective  only upon  appropriate
         entries with respect  thereto being made in the Register.  The Register
         shall be available  for  inspection by the Borrowers or any Bank at any
         reasonable time and from time to time upon reasonable prior notice.

              10.15.5  Processing  Fee.  Upon its receipt of an  Assignment  and
         Assumption  executed by an assigning  Bank and an Assignee (and, in the
         case of an Assignee that is not then a Bank or an affiliate thereof, by
         the Borrower Agent and the Administrative Agent), together with, in the
         case of an Assignee  that is not then a Bank or an  affiliate  thereof,
         payment  to the  Administrative  Agent  of a  processing  fee of  Three
         Thousand and 00/100 Dollars ($3,000.00), the Administrative Agent shall
         (i) promptly  accept such  Assignment  and  Assumption  and (ii) on the
         effective  date  determined  pursuant  thereto  record the  information
         contained  therein in the Register  and give notice of such  acceptance
         and recordation to the Banks and the Borrower Agent.

         10.16  Changes  in  Accounting  Principles.   (a)  If  any  changes  in
accounting  principles  from  those  used  in the  preparation  of  the  Initial
Financial  Statements  are hereafter  occasioned by the  promulgation  of rules,
regulations,  pronouncements,  or  opinions  of, or required  by, the  Financial
Accounting  Standards  Board  or the  American  Institute  of  Certified  Public
Accountants (or successors thereto or agencies with similar functions), or there
shall occur any change in any Borrower's fiscal or tax years and, as a result of
any such changes,  there shall result a change in the method of calculating  any
of the financial  covenants,  negative covenants,  standards,  or other terms or
conditions found in this Agreement or any of the other Loan Documents, or (b) if
any Borrower,  for  reasonable  business  purposes,  shall desire to change such
accounting  principles  or  the  application  thereof  (which  change  shall  be
consistent  with  accounting  principles  then  in  effect  pursuant  to  rules,
regulations,  pronouncements,  or opinions of the Financial Accounting Standards
Board or the  American  Institute  of  Certified  Public  Accountants)  and such
desired change would result in a change in the method of calculating  any of the
financial  covenants,  negative covenants or other terms and conditions found in
this Agreement or any of the other Loan Documents, then the parties hereto agree
to enter into  negotiations in order to amend such provisions and the definition
of GAAP set forth in subsection 1.1 so as to reflect equitably such changes with
the desired result that the criteria for evaluating the financial  condition and
performance  of the  Borrowers  shall be the same after such  changes as if such
changes had not been made.

         10.17 Indemnity. Each of the Borrowers agrees to indemnify and hold the
Administrative  Agent and each Bank and the officers,  directors,  employees and
Affiliates of the  Administrative  Agent and such Bank harmless from and against
any claims, demands, losses, damages, penalties, costs and expenses to which the
Administrative  Agent,  such  Bank,  its  subsidiaries  or any such  Persons  or
Affiliates may become subject, insofar as such claims, demands, losses, damages,
penalties,  costs and expenses  arise out of or by reason of any  investigation,
litigation or other proceedings related to the transactions contemplated by this
Agreement,  any of the other Loan Documents, and to reimburse the Administrative
Agent, each Bank and each such Person and Affiliate,  upon demand, for any legal
or other expenses  incurred in connection  with  investigating  or defending any
such claims, demands, losses, damages, penalties, costs and expenses;  provided,
however,  that each of the  Borrowers  shall not be liable for any such  claims,
demands, losses, damages,  penalties, costs and expenses arising out of any such
action taken by the  Administrative  Agent or by the Banks or any such Person or
Affiliate  to the  extent  that  the  same  shall  be  determined  by a court of
competent   jurisdiction  to  have  constituted   gross  negligence  or  willful
misconduct of the party to be indemnified.  Without limiting the foregoing,  the
Borrowers shall indemnify and hold harmless the Administrative  Agent's and each
Bank's audit officers, directors,  employees and Affiliates from and against any
claims,  demands,  penalties,  costs and expenses  associated with Environmental
Laws, Hazardous  Substances,  and any covenants,  representations and warranties
relating  thereto  contained in this Agreement,  no matter how arising,  and all
matters listed in Schedule 5.19. The  obligations of each of the Borrowers under
this subsection  10.17 shall survive  repayment of the Liabilities and the other
Loan Documents.

         10.18   Representations  and  Warranties.   Anything  to  the  contrary
contained herein notwithstanding, (i) each representation and warranty contained
in this Agreement or any of the other Loan Documents shall survive the execution
and delivery of this  Agreement  and the other Loan  Documents and the making of
the  Loans  and  the  repayment  of  the   Liabilities   hereunder,   (ii)  each
representation and warranty contained in this Agreement and, except as otherwise
provided  herein,  each other Loan Document  shall be remade on the date of each
Loan made  hereunder,  and (iii)  each  representation  and  warranty  and other
covenant or obligation of the Borrowers contained in this Agreement or any other
Loan Document is made jointly and severally by the Borrowers.

         10.19 Treatment of Certain InformationTreatment of Certain Information.
Each of the Borrowers (a) acknowledges  that services may be offered or provided
to it (in connection with this Agreement or otherwise) by each Bank or by one or
more of their respective  subsidiaries or affiliates and (b)  acknowledges  that
information delivered to each Bank by the Borrowers may be provided to each such
subsidiary and affiliate.

         10.21 Time of the Essence. Time and punctuality shall be of the essence
with respect to this  Agreement,  but no delay or failure of the  Administrative
Agent or any Bank to  enforce  any of the  provisions  herein  contained  and no
conduct or  statement  of the  Administrative  Agent or any Bank shall  waive or
affect any of the Administrative Agent's or any Bank's rights hereunder.

         10.22   Limitation   on   Liabilities   -  Joint   Venture   Subsidiary
Borrowers.

         (a)  Notwithstanding  any term or provision contained in this Agreement
or in any of the  other  Loan  Documents  to the  contrary  (including,  without
limitation,  those relating to  indemnification,  costs and expenses),  the sole
recourse  of the Agents and the Banks  against  each  Joint  Venture  Subsidiary
Borrower under this Agreement and all of the other Loan Documents for payment of
the Liabilities and for all other payments due hereunder or thereunder  shall be
against the Joint Venture Collateral, and each Joint Venture Subsidiary Borrower
shall not be liable for any unpaid Liability or for any such other amount to the
extent that the proceeds of the sale or other  disposition  of the Joint Venture
Collateral  are  insufficient  to pay  such  amounts;  provided,  however,  that
notwithstanding  the  foregoing  to  the  contrary,   each  such  Joint  Venture
Subsidiary Borrower shall be liable in its individual capacity to the Agents and
the Banks for any loss,  expense,  claim or damage suffered by any of the Agents
or the Banks as a result of the breach by such Joint Venture Subsidiary Borrower
of any of its  representations,  warranties or covenants contained in any of the
Loan Documents (other than this Agreement);  provided further, however, that the
foregoing  provisions of this subsection (a) shall in no way be deemed to affect
(i) any of the liabilities  and obligations of any of the Borrowers  (other than
those  Borrowers  that  are  Joint  Venture  Subsidiary  Borrowers)  under  this
Agreement or any of the other Loan Documents; or (ii) the rights or interests of
the  Agents  and the Banks in and to the Joint  Venture  Collateral  or any part
thereof or any other  rights or remedies of any of the Agents or the Banks under
this  Agreement  or any of the other Loan  Documents  with  respect to the Joint
Venture Collateral or under any other document, agreement or instrument securing
the Liabilities.

         (b)  Notwithstanding  any term or provision contained in this Agreement
or any  of  the  other  Loan  Documents  to  the  contrary  (including,  without
limitation,  those relating to  indemnification,  costs and expenses),  the sole
recourse  of the Agents and the Banks  against  each  Joint  Venture  Subsidiary
Borrower under this Agreement and all of the other Loan Documents for payment of
the Liabilities and for all other payments due hereunder or thereunder  shall be
against  the  assets of such Joint  Venture  Subsidiary  Borrower  as and to the
extent  provided in the preceding  subsection  (a), and the Agents and the Banks
shall  have no other  recourse  for any such  payment  against  any of the joint
venturers of any Joint Venture Subsidiary  Borrower (each such joint venturer is
hereinafter  referred  to  as a  "Joint  Venturer")  or  any  of  their  assets,
notwithstanding   that  any  Joint  Venturer  might   otherwise  be  liable  for
obligations of such Joint Venture Subsidiary  Borrower under applicable law, the
organizational documents of such Joint Venture Subsidiary Borrower or otherwise;
provided, however, that the foregoing provisions of this subsection (b) shall in
no way be deemed to affect (i) any of the  liabilities and obligations of any of
the Borrowers  (other than those  Borrowers  that are Joint  Venture  Subsidiary
Borrowers) under this Agreement or any of the other Loan Documents;  or (ii) the
rights or  interests  of the  Agents  and the Banks in and to the Joint  Venture
Collateral  or any part  thereof or any other  rights or  remedies of any of the
Agents or the Banks under this Agreement or any of the other Loan Documents with
respect to the Joint Venture  Collateral or under any other document,  agreement
or  instrument  securing  the  Liabilities.  In the  event of any  inconsistency
between the  provisions of this  subsection (b) and the provisions of any of the
other Loan Documents  (including,  without  limitations,  provisions relating to
joint and several  liability or  liability on the part of any Person  comprising
part of another Person), the provisions of this subsection (b) shall control.

         10.23.  Joint  and  Several  Liability.  All  of  the  obligations  and
liabilities  of the  Borrowers  under this  Agreement  and all of the other Loan
Documents  (including without limitation,  all of the Liabilities) are joint and
several.

         10.24  Documentation  Agent. The Documentation  Agent shall,  unless it
otherwise  consents in writing,  have the sole authority and  responsibility  to
arrange  for and manage the  preparation,  execution  and  delivery  of the Loan
Documents   (including   without   limitation,   any  and  all   amendments  and
modifications thereto);  provided,  however, that the Administrative Agent shall
have the sole right to negotiate the terms and  conditions of the Loan Documents
(including without limitation, any and all amendments and modifications thereto)
with the  Borrowers,  for and on behalf of the  Banks,  subject to the terms and
conditions of this Agreement;  for such purposes,  the  Documentation  Agent may
engage such legal  counsel and other  advisers for the benefit of the Banks,  as
the  Documentation  Agent deems  necessary or advisable.  All of the  reasonable
fees, costs and expenses of such legal counsel and other advisers shall be borne
by the Borrowers.

         10.25  Borrower  Agent.  Each  Borrower  (other than Fine Host)  hereby
irrevocably  designates  and appoints  the  Borrower  Agent as the agent of such
Borrower  under  this  Agreement  and the other  Loan  Documents,  and each such
Borrower  irrevocably  authorizes the Borrower Agent, in such capacity,  to take
such action on its behalf under the  provisions of this  Agreement and the other
Loan  Documents  and to  exercise  such  powers and  perform  such duties as are
expressly delegated to the Borrower Agent by the terms of this Agreement and the
other  Loan  Documents,  together  with  such  other  powers  as are  reasonably
incidental  thereto.  Notwithstanding any provision to the contrary elsewhere in
this   Agreement,   the   Borrower   Agent   shall   not  have  any   duties  or
responsibilities,  except those  expressly  set forth  herein,  or any fiduciary
relationship   with  any  Borrower,   and  no  implied   covenants,   functions,
responsibilities,  duties,  obligation  or  liabilities  shall be read into this
Agreement  or any other Loan  Document or otherwise  exist  against the Borrower
Agent.

         10.26 Applicable Law;  Severability.  THIS AGREEMENT SHALL BE CONSTRUED
IN ALL RESPECTS IN ACCORDANCE  WITH,  AND GOVERNED BY, THE LAWS AND DECISIONS OF
THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under  applicable  law, but if any provision
of this Agreement  shall be prohibited by or invalid under  applicable law, such
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provisions  or the
remaining provisions of this Agreement.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

<PAGE>
         IN  WITNESS  WHEREOF,  this  Agreement  has been  duly  executed  as an
instrument  under  seal by the  duly  authorized  representative  of each  party
hereto, as of the day and year first above written.


BANKBOSTON, N.A.                            AS USTRUST AS
ADMINISTRATIVE AGENT                        DOCUMENTATION AGENT


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


BANKBOSTON, N.A. AS LENDER                  USTRUST AS LENDER


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


STATE STREET BANK AND TRUST                 THE SUMITOMO BANK, LIMITED
COMPANY


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

                                            By:______________________________
                                            Title:_____________________________


MELLON BANK, N.A.                           THE BANK OF NEW YORK


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


KEYBANK, N.A.                               FIRST UNION BANK OF CONNECTICUT


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________



BANK OF SCOTLAND                            THE BANK OF NOVA SCOTIA


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


NATIONAL WESTMINSTER                        BANK LEUMI TRUST COMPANY OF NEW YORK
BANK P.L.C.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST CORPORATION                       FINE HOST SERVICES CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST OF VERMONT, INC.                  FANFARE, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


GLOBAL FANFARE, INC.                        FINE HOST INTERNATIONAL
CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


CREATIVE FOOD MANAGEMENT                    NORTHWEST FOOD SERVICE, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


TARRANT COUNTY                              SUN WEST SERVICES, INC.
CONCESSIONS, L.L.C.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


REPUBLIC MANAGEMENT CORP.                   VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERV-RITE CORPORATION                       IDEAL MANAGEMENT SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERVICE DYNAMICS CORP.                      PCS HOLDING CORP. (f/k/a HCS
Management Corp.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


PCS MANAGEMENT CORP.                        HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                    (f/k/a Hospital Coffee Shoppes, Inc.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


THE ENVIRONMENTAL GROUP,                    CREATIVE DATA SYSTEMS, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST/R&N/A CUP ABOVE JOINT
VENTURE, a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________

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

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

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


FINE HOST/S. BROOKS &
ASSOCIATES JOINT VENTURE, a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________

By:  S. Brooks & Associates, Inc., in its capacity
       as a joint venturer of aforesaid joint venture


       By:______________________________
       Title:_____________________________


WISCONSIN CENTER JOINT VENTURE,
a joint venture

By:  Fine Host Corporation, in its capacity as a
        joint venturer of aforesaid joint venture


      By:______________________________
      Title:_____________________________

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


       By:______________________________
       Title:_____________________________



PABOS2:FSH:66648_8

<PAGE>



                                                                         ANNEX A


                                 PRICING GRID

============================ --------------------- =======================
 Ratio of Consolidated Debt  Applicable Margin for
           to                   LIBOR Loans         Unused Commitment Fee
Adjusted Consolidated EBITDA
============================ --------------------- =======================
  Greater than or equal to
        2.50 to 1                   1.50%                  0.325%
============================ --------------------- =======================
  Less than 2.50 to 1 
  Greater than or equal to 
        2.25 to 1                    1.25%                  0.275%
============================ --------------------- =======================
  Less than 2.25 to 1 
  Greater than or equal to 
       1.50 to 1                      1.00%                  0.275%
============================ ===================== =======================
 Less than 1.50 to 1                   .75%                   0.225%
============================ ===================== =======================





<PAGE>



                                                                         ANNEX B


                 COMMITMENTS, LENDING OFFICES AND ADDRESSES


================================================================================
BANKBOSTON, N.A.
                                                       Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment   To Be Received

$6,250,000.00               $18,750,000.00             $46,000.00


Domestic Lending Office:    LIBOR Lending Office:      Address for Notices:

BankBoston, N.A.            BankBoston, N.A.           BankBoston, N.A.
100 Federal Street          100 Federal Street         100 Federal Street
Boston, MA  02110           Boston, MA  02110          Boston, MA  02110
Attn: Daniel P. Corcoran    Attn: Daniel P. Corcoran   Attn: Daniel P. Corcoran
      Director                    Director                   Director
      Mail Code: 01-07-05         Mail Code: 01-07-05        Mail Code: 01-07-05
                                                         Telephone: 617-434-2251
                                                        Telecopier: 617-434-8102
================================================================================


================================================================================
USTRUST
                                                        Amount of Closing Fee
Working Capital Commitment   Guidance Loan Commitment   To Be Received

$5,000,000.00                $15,000,000.00             $27,000.00


Domestic Lending Office:     LIBOR Lending Office:      Address for Notices:

USTrust                      USTrust                    USTrust
30 Court Street              30 Court Street            30 Court Street
Boston, MA  02108            Boston, MA  02108          Boston, MA  02108
Attn: Michael D. O'Neill     Attn: Michael D. O'Neill   Attn: Michael D. O'Neill
      Senior V.P.                  Senior V.P.                Senior V.P.
                                                       Telephone:   617-726-7198
                                                       Telecopier:  617-695-5250
================================================================================


================================================================================
THE SUMITOMO BANK, LIMITED
                                                        Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment    To Be Received
$5,000,000.00               $15,000,000.00              $27,000.00


Domestic Lending Office:    LIBOR Lending Office:       Address for Notices:

The Sumitomo Bank, Ltd      The Sumitomo Bank, Ltd      The Sumitomo Bank, Ltd
Chicago Branch              Chicago Branch              450 Lexington Avenue
233 South Wacker Drive      233 South Wacker Drive      Suite 1700
Suite 50400                 Suite 50400                 New York, NY  10017
Chicago, IL  60606          Chicago, IL  60606          Attn: Ronald W. Gale
                                                              Vice President
                                                       Telephone:   212-808-2337
                                                       Telecopier:  212-818-8065
================================================================================


================================================================================
STATE STREET BANK AND TRUST COMPANY
                                                         Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment     To Be Received

$5,000,000.00               $15,000,000.00               $27,000.00


Domestic Lending Office:    LIBOR Lending Office:        Address for Notices:

State Street Bank and       State Street Bank and Trust  State Street Bank and
Trust Company               Trust Company                Trust Company
225 Franklin Street         225 Franklin Street          225 Franklin Street
Boston, MA  02110           Boston, MA  02110            Boston, MA  02110
Attn: Arlene M. Doherty     Attn: Arlene M. Doherty      Attn: Arlene M. Doherty
      Vice President              Vice President               Vice President
                                                         Telephone: 617-664-4473
                                                        Telecopier: 617-654-4176

================================================================================



================================================================================
MELLON BANK, N.A.
                                                      Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment  To Be Received

$5,000,000.00               $15,000,000.00            $34,000.00


Domestic Lending Office:    LIBOR Lending Office:     Address for Notices:

Mellon Bank, N.A.           Mellon Bank, N.A.         Mellon Bank, N.A.
c/o Mellon  Financial       c/o Mellon Financial      c/o Mellon Financial
Services                    Services                  Services
Raritan Plaza I             Raritan Plaza I           Raritan Plaza I
Raritan Center              Raritan Center            Raritan Center
Edison, NJ  08837           Edison, NJ  08837         Edison, NJ  08837
Attn: David W. Kaiser       Attn: David W. Kaiser     Attn: David W. Kaiser
      Vice President              Vice President            Vice President
                                                       Telephone:   908-225-4791
                                                       Telecopier:  908-225-4820
================================================================================


================================================================================
THE BANK OF NEW YORK
                                                       Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment   To Be Received

$5,000,000.00               $15,000,000.00             $34,000.00


Domestic Lending Office:    LIBOR Lending Office:      Address for Notices:

The Bank of New York        The Bank of New York       The Bank of New York
10 Mason Street, 3rd Fl     10 Mason Street, 3rd Fl    10 Mason Street, 3rd Fl
Greenwich, CT  06830        Greenwich, CT  06830       Greenwich, CT  06830
Attn: Margaret J. Nolan     Attn: Margaret J. Nolan    Attn: Margaret J. Nolan
      Asst. Treasurer             Asst. Treasurer            Asst. Treasurer
                                                       Telephone:   203-863-2680
                                                       Telecopier:  203-863-2610
================================================================================


================================================================================
KEYBANK, N.A.
                                                       Amount of Closing Fee
Working Capital Commitment   Guidance Loan Commitment  To Be Received

$3,125,000.00                $9,375,000.00             $30,000.00


Domestic Lending Office:     LIBOR Lending Office:     Address for Notices:

KeyBank, N.A.                KeyBank, N.A.             KeyBank, N.A.
One Canal Plaza              One Canal Plaza           One Canal Plaza
Portland, ME  04101          Portland, ME  04101       Portland, ME  04101
Attn: Jane A. Parker         Attn: Jane A. Parker      Attn: Jane A. Parker
      Vice President               Vice President      Vice President
      Structured Finance           Structured Finance  Structured Finance
                                                       Telephone:   207-874-7029
                                                       Telecopier:  207-874-7166
================================================================================


================================================================================
FIRST UNION BANK OF CONNECTICUT
                                                      Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment  To Be Received

$3,500,000.00               $10,500,000.00            $33,600.00

Domestic Lending Office:    LIBOR Lending Office:     Address for Notices:

First Union Bank of         First Union Bank of       First Union Bank of
Connecticut                 Connecticut               Connecticut
300 Main Street             300 Main Street           300 Main Street
Stamford, CT  06904-0700    Stamford, CT  06904-0700  Stamford, CT  06904-0700
Attn: Anne Wilson           Attn: Anne Wilson         Attn: Anne Wilson,
      Vice President              Vice President            Vice President
                                                          Telephone:203-406-6041
                                                        Telecopier: 203-964-8239
================================================================================


================================================================================
BANK OF SCOTLAND
                                                      Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment  To Be Received

$3,125,000.00               $9,375,000.00             $30,000.00


Domestic Lending Office:    LIBOR Lending Office:     Address for Notices:

Bank of Scotland            Bank of Scotland          Bank of Scotland
565 Fifth Avenue            565 Fifth Avenue          One Post Office Square
New York, NY  10017         New York, NY  10017       Suite 3750
Attn: Annie Chin Tat        Attn: Annie Chin Tat      Boston, MA  02109
      Vice President              Vice President      Attn: William Boland,
                                                            Director
                                                      Telephone: 617-426-1059
                                                      Telecopier: 617-426-1353

                                                      with copy to:

                                                      Bank of Scotland
                                                      565 Fifth Avenue
                                                      New York, NY  10017
                                                      Attn: Annie Chin Tat
                                                            Vice President
                                                      Telephone: 212-450-0871
                                                      Telecopier: 212-557-9460
================================================================================


================================================================================
THE BANK OF NOVA SCOTIA
                                                       Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment   To Be Received

$3,125,000.00               $9,375,000.00              $30,000.00


Domestic Lending Office:    LIBOR Lending Office:      Address for Notices:

The Bank of Nova Scotia     The Bank of Nova Scotia    The Bank of Nova Scotia
One Liberty Plaza           One Liberty Plaza          One Liberty Plaza
New York, NY  10006         New York, NY  10006        New York, NY  10006
Attn:  Kevin D. McCarthy,   Attn: Kevin D. McCarthy,   Attn: Kevin D. McCarthy,
       Relationship Mgr.          Relationship Mgr.          Relationship Mgr.
                                                       Telephone:  212-225-5074
                                                       Telecopier: 212-225-5090

================================================================================


================================================================================
NATIONAL WESTMINSTER BANK P.L.C.
                                                       Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment   To Be Received

$3,500,000.00               $10,500,000.00             $33,600.00


Domestic Lending Office:    LIBOR Lending Office:      Address for Notices:

National Westminster Bank   National Westminster Bank  National Westminster Bank
P.L.C.                      P.L.C.                     P.L.C.
175 Water Street, 26th Fl   175 Water Street, 26th Fl  175 Water Street, 26th Fl
New York, NY  10038         New York, NY  10038        New York, NY  10038
Attn: Wakefield Smith       Attn: Wakefield Smith      Attn: Wakefield Smith
      Vice President              Vice President             Vice President
                                                       Telephone:  212-602-8969
                                                       Telecopier:  212-602-4319

================================================================================


================================================================================
BANK LEUMI TRUST COMPANY OF NEW YORK
                                                        Amount of Closing Fee
Working Capital Commitment  Guidance Loan Commitment    To Be Received

$2,375,000.00               $7,125,000.00               $22,800.00


Domestic Lending Office:    LIBOR Lending Office:       Address for Notices:

Bank Leumi Trust Company of Bank Leumi Trust Company of Bank Leumi Trust Company
New York                    New York                    of New York
562 Fifth Avenue            562 Fifth Avenue            562 Fifth Avenue
New York, NY 10036          New York, NY 10036          New York, NY 10036
Attn:    Paul Tine          Attn:    Paul Tine          Attn: Paul Tine
                                                        Telephone:  212-626-1386
                                                       Telecopier:  212-626-1311

================================================================================

66648_8
<PAGE>
                                                                         ANNEX C

                       [FORM OF ASSIGNMENT AND ASSUMPTION]

                            ASSIGNMENT AND ASSUMPTION

         Reference  is  made to a  certain  Fourth  Amended  and  Restated  Loan
Agreement,  dated as of July __,  1997  (as the  same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated from time to time,  the
"Loan Agreement") by and among (a) Fine Host Corporation, a Delaware corporation
and  all  of its  Subsidiaries  (hereinafter  referred  to  collectively  as the
"Borrowers"  and each  singly  as a  "Borrower"),  (c)  various  banks and other
financial  institutions which are, or may become, parties thereto (collectively,
the "Banks"),  (d) BankBoston,  N.A. as  Administrative  Agent for the Banks (in
such capacity,  the  "Administrative  Agent"),  and (e) USTrust as Documentation
Agent for the Banks. All capitalized terms not defined herein but defined in the
Loan  Agreement  shall  have  the  meanings  given  to such  terms  in the  Loan
Agreement.

___________ (the "Assignor") and ____________ (the "Assignee") agree as follows:

         1. The Assignor  hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective  Date (as  defined  below) (but not prior to the  registration  of the
information  contained herein in the Register pursuant to subsection  10.15.5 of
the Loan  Agreement),  a ____% interest (the "Assigned  Interest") in and to the
Assignor's rights and obligations under the Loan Agreement with respect to those
credit facilities contained in the Loan Agreement as are set forth on Schedule 1
(hereinafter  referred to  collectively  as the "Assigned  Facilities"  and each
singly as an  "Assigned  Facility"),  in a  principal  amount for each  Assigned
Facility as set forth on Schedule 1.

         2. The Assignor (a) makes no  representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made  in or in  connection  with  the  Loan  Agreement  or with  respect  to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan  Agreement,  any other  Loan  Document  or any other  instrument  or
document  furnished  pursuant  thereto,  other  than that the  Assignor  has not
created any adverse claim upon the interest  being  assigned by it hereunder and
that such  interest is free and clear of any such  adverse  claim;  (b) makes no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition of any Borrower or any other obligor or the  performance or
observance  by any  Borrower  or any other  obligor  of any of their  respective
obligations  under the Loan  Agreement  or any other Loan  Document or any other
instrument  or  document  furnished  pursuant  hereto  or  thereto;  and (c) (i)
requests  that the  Administrative  Agent,  upon  request by the  Assignee,  (a)
exchange any attached  Notes for a new Note or Notes payable to the Assignee or,
(b) if the Assignor  does not hold any Notes,  issue a new Note or Notes payable
to the  Assignee  and (ii) if (A) the  Assignor has retained any interest in the
Assigned  Facility  and (B) the  Assignor  holds any  Notes,  requests  that the
Administrative Agent exchange the attached Notes for a new Note or Notes payable
to the Assignor, in each case in amounts which reflect the assignment being made
hereby  (and after  giving  effect to any other  assignments  which have  become
effective on the Effective Date).

         3.  The  Assignee  (a)  represents  and  warrants  that  it is  legally
authorized to enter into this  Assignment and  Assumption;  (b) confirms that it
has received a copy of the Loan Agreement, together with copies of the financial
statements delivered pursuant to subsection 6.1 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption;  (c) agrees that it will,
independently and without reliance upon the Assignor,  the Administrative  Agent
or any other Bank and based on such  documents and  information as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking  action  under the Loan  Agreement,  the other Loan  Documents or any
other instrument or document furnished pursuant hereto or thereto;  (d) appoints
and  authorizes  the  Administrative  Agent to take such  action as agent on its
behalf and to exercise such powers and discretion under the Loan Agreement,  the
other Loan  Documents or any other  instrument  or document  furnished  pursuant
hereto or  thereto as are  delegated  to the  Administrative  Agent by the terms
thereof,  together with such powers as are  incidental  thereto;  and (e) agrees
that it will be a party to and bound by the provisions of the Loan Agreement and
will perform in accordance with its terms all the obligations which by the terms
of the Loan Agreement are required to be performed by it as a Bank including, if
it is organized under the laws of a jurisdiction  outside the United States, its
obligations pursuant to subsection 3.10(b) of the Loan Agreement.

         4. The effective date of this Assignment and Assumption shall be ______
___, 1997 (the "Effective Date"). Following the execution of this Assignment and
Assumption,  it will be delivered to the Administrative  Agent for acceptance by
it and recording by the  Administrative  Agent  pursuant to the Loan  Agreement,
effective as of the Effective Date (which shall not, unless  otherwise agreed to
by the  Administrative  Agent, be earlier than five Business Days after the date
of such acceptance and recording by the Administrative Agent).

         5. Upon such  acceptance  and  recording,  from and after the Effective
Date,  the  Administrative  Agent  shall  make all  payments  in  respect of the
Assigned Interest  (including  payments of principal,  interest,  fees and other
amounts)  to the  Assignee  whether  such  amounts  have  accrued  prior  to the
Effective Date or accrue  subsequent to the Effective Date. The Assignor and the
Assignee   shall  make  all   appropriate   adjustments   in   payments  by  the
Administrative  Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

         6. From and after the Effective Date, (a) the Assignee shall be a party
to the Loan  Agreement  and,  to the  extent  provided  in this  Assignment  and
Assumption,  have the rights and  obligations of a Bank thereunder and under the
other Loan  Documents and shall be bound by the  provisions  thereof and (b) the
Assignor  shall,  to the extent  provided  in this  Assignment  and  Assumption,
relinquish  its  rights  and be  released  from its  obligations  under the Loan
Agreement.

         7. This Assignment and Assumption shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.

         8. This Agreement may be executed by one or more of the parties to this
Agreement  on any  number  of  separate  counterparts  (including  by  facsimile
transmission ), and all of said  counterparts  taken together shall be deemed to
constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have caused this Assignment and
Assumption to be executed by their respective duly authorized officers as of the
date first above written on Schedule 1 attached hereto.

[NAME OF ASSIGNOR]                                   [NAME OF ASSIGNEE]


By:________________________________         By:________________________________
    Name:                                                          Name:
    Title:                                                         Title:

ACCEPTED:                                                     CONSENTED TO:

BANKBOSTON, N.A., AS                                 FINE HOST CORPORATION AS
ADMINISTRATIVE AGENT                        BORROWER AGENT FOR THE BORROWERS



By:________________________________         By:________________________________
    Name:                                                          Name:
    Title:                                                         Title:


<PAGE>


                                   Schedule 1
                          to Assignment and Assumption

Re:      Assignment  and  Assumption  relating to a certain  Fourth  Amended and
         Restated Loan Agreement,  dated as of July __, 1997 (as the same may be
         hereafter further amended, modified, supplemented, extended or restated
         from  time to time,  the "Loan  Agreement")  by and among (a) Fine Host
         Corporation,  a  Delaware  corporation  and  all  of  its  Subsidiaries
         (hereinafter  referred  to  collectively  as the  "Borrowers"  and each
         singly  as  a  "Borrower"),  (c)  various  banks  and  other  financial
         institutions which are, or may become,  parties thereto  (collectively,
         the "Banks"),  (d)  BankBoston,  N.A. as  administrative  agent for the
         Banks (in such capacity,  the "Administrative  Agent"), and (e) USTrust
         as documentation agent for the Banks.
-----------------------------------------------------------------------------

Name of Assignor:
Name of Assignee:
Effective Date of Assignment:

          Credit              Principal        Commitment Percentage
     Facility Assigned     Amount Assigned          Assigned1/
                            $                             %
                            -----------           ---------

         The terms set forth above are hereby agreed to by:

[NAME OF ASSIGNOR]                                   [NAME OF ASSIGNEE]


By:________________________________         By:________________________________
Name:                                                Name:
Title:                                                        Title:

ACCEPTED:                                                     CONSENTED TO:

BANKBOSTON, N.A., AS                                 FINE HOST CORPORATION AS
ADMINISTRATIVE AGENT                        BORROWER AGENT FOR THE BORROWERS


By:________________________________         By:________________________________
Name:                                                Name:
Title:                                                        Title:

1/       Calculate  the  Commitment  Percentage  that is assigned to at least 15
         decimal places and show as a percentage of the aggregate commitments of
         all Banks.


<PAGE>


                                                                       ANNEX D


                                     FORM OF
                            SUBORDINATION PROVISIONS

     1.  Introduction.  Any and all  promissory  notes  or  other  evidences  of
Subordinated Debt shall have subordination provisions substantially as set forth
in Part 2 of this Annex D. As used in this Annex D, the  following  terms  shall
have the meanings set forth below:

         "Agreement"   means  the  agreement   pursuant  to  which  a  Permitted
Acquisition is effected or, if different, pursuant to which a Note is issued.

         "Maker" means the issuer of a Note.

         "Note" means any promissory note or other evidence of the  Subordinated
Debt issued in a Permitted Acquisition.

         "Payee" means the original obligor under a Note.

         2.       Subordination Provisions.

         _. The  Payee  and each  holder  from  time to time of this Note by its
acceptance  thereof  agrees that all payments on this Note shall be  subordinate
and subject in right of payment,  to the extent set forth in this  Paragraph __,
to the prior payment in full in cash of all Senior Debt (as defined below).  The
provisions  of this  Paragraph  __ are made for the  benefit of all  present and
future holders of Senior Debt and their successors and assigns  (irrespective of
whether such Senior Debt was created,  incurred or acquired  before or after the
effectiveness of this Note or the Agreement) and shall be enforceable by each of
them  directly  against  the Payee or any holder of this Note from time to time.
This Paragraph __ may not be amended  without the written consent of each holder
of Senior Debt (or by the holders of the  percentage of Senior Debt specified in
the applicable Senior Debt Agreement),  and any purported amendment without such
consent shall be void.

         _.1

                  (a) Upon any payment or  distribution  of assets or securities
         of the  Maker  or any  subsidiary  thereof  of any  kind  or  character
         (whether in cash, property or securities) upon any dissolution, winding
         up or total or  partial  liquidation  or  reorganization  of the Maker,
         whether  voluntary  or  involuntary  or  in a  bankruptcy,  insolvency,
         receivership or other  proceeding (an "Insolvency  Event"),  all Senior
         Debt shall first be paid in full in cash before the Payee or any holder
         of this Note shall be entitled to receive, directly or indirectly,  any
         payment of the  principal  of, or interest  on or any other  amount due
         with respect to this Note or to receive any  distribution of any assets
         or  securities  of the  Maker or any  subsidiary  thereof.  Before  any
         payment of the  principal  of, or interest  on or any other  amount due
         with respect to this Note upon any such Insolvency  Event,  any payment
         or  distribution of assets or securities of the Maker or any subsidiary
         thereof  of any  kind  or  character  (whether  in  cash,  property  or
         securities)  to which  the Payee or the  holder  of this Note  would be
         entitled but for the  provisions of this  Paragraph __ shall be made by
         the  Maker  or by any  receiver,  trustee  in  bankruptcy,  liquidating
         trustee,  agent or other person  making such  payment or  distribution,
         directly to the holders of Senior Debt to the extent  necessary  to pay
         the Senior Debt in full in cash after giving  effect to any  concurrent
         payment or distribution to the holders of Senior Debt.

                  (b) No direct or indirect payment by or on behalf of the Maker
         of the principal of or interest on or any other amount due with respect
         to this Note (whether upon acceleration or otherwise) shall be made if,
         at the time of such  payment,  there  exists  any  default  or event of
         default under any Senior Debt Agreement (a "Blocking Event").

                  (c)  The  Payee  shall  not  declare  this  Note to be due and
         payable, and this Note shall not otherwise become due and payable prior
         to its stated maturity upon the occurrence of any default  hereunder or
         under the Agreement,  unless and until there shall previously have been
         an acceleration of the Bank  Liabilities  and, if required by the terms
         of any other Senior Debt Agreement,  the Senior Debt issued pursuant to
         such Senior Debt Agreement,  in each case as a result of the occurrence
         of a default thereunder or with respect thereto.

         If,  notwithstanding the foregoing provisions  prohibiting such payment
or  distribution,  the Payee or any holder of this Note shall have  received any
payment on account of this Note at any time following the occurrence of an event
described in Paragraph __.1(a) above or following receipt by such party from any
holder of Senior Debt of written  notice to the effect that a Blocking Event has
occurred and is continuing,  and before all Senior Debt is paid in full in cash,
then such  payment or  distribution  shall be received and held in trust for the
holders of Senior  Debt and shall be paid over or  delivered  to the  holders of
Senior Debt remaining  unpaid to the extent  necessary to pay in full all Senior
Debt in cash.

         _.2 Upon the  occurrence  of any  Insolvency  Event,  all claims of the
holder of this Note in such  Insolvency  Event shall be deemed to be assigned to
the holders of Senior Debt. The holder of this Note hereby agrees to execute all
documents  that the holders of Senior Debt request in order to  effectuate  such
assignment; provided, however, that such assignment shall terminate upon receipt
by the  holders of Senior  Debt of  payment  in full of all of the Senior  Debt.
While such  assignment  is in effect,  the holders of Senior Debt shall have the
exclusive  right to exercise  all rights of the holder of this Note arising from
its claims under the Insolvency Event (including,  but not limited to, the right
to file  appropriate  proofs of claims in respect of this Note, and the right to
vote and to accept or reject a proposed plan of reorganization or composition).

         _.3  No  right  of  any  holder  of  Senior   Debt  to  enforce   these
subordination  provisions  shall  at any  time  or in any way be  prejudiced  or
impaired  by any  failure  to  act  by the  holders  of  Senior  Debt  or by any
noncompliance by the Maker with the terms and provisions and covenants herein or
in the  Agreement,  regardless of any knowledge  thereof that a holder of Senior
Debt may have or otherwise be charged with.  The provisions of this Paragraph __
are intended to be for the benefit of, and shall be enforceable directly by, any
present or future holder of Senior Debt.

         _.4 The Payee and each  holder of this Note by his  acceptance  thereof
agrees not to sell,  assign or  transfer  all or any part of this Note while any
Senior Debt  remains  unpaid  unless such sale,  assignment  or transfer is made
expressly subject to this Paragraph __.
         _.5 Upon the payment in full,  in cash,  of all Senior Debt,  the Payee
and or any other  holder of this Note shall be  subrogated  to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property or
securities  of the Maker  applicable  to Senior  Debt until this Note shall have
been paid in full.

         _.6 The Payee and each other  holder of this Note agree to forbear  and
not take any action the purpose or effect of which would give them a  preference
or priority over any Senior Debt.

         _.7 All payments  required to be made to the holders of the Senior Debt
by any person or entity pursuant to this Paragraph __, shall be first applied to
payment of the Bank  Liabilities and the other Senior Debt, pro rata, until paid
in full.

         _.8 For purposes of this  Paragraph __, the following  terms shall have
the meanings provided below:

                  "Bank  Agreement"  means the Fourth  Amended and Restated Loan
         Agreement,  dated as of July  __,  1997,  by and  among  (a) Fine  Host
         Corporation  and  all of its  subsidiaries,  (b)  BankBoston,  N.A.  as
         Administrative  Agent,  (c)  USTrust  as  Documentation  Agent  and (d)
         various banks and other financial  institutions which are or may become
         parties thereto, together with any and all agreements,  instruments and
         other documents executed in connection  therewith,  all as the same may
         be amended,  restated,  amended and restated,  modified,  supplemented,
         otherwise changed from time to time, renewed,  replaced,  refinanced or
         extended.

         "Bank Liabilities" means  "Liabilities" as that term is defined in the
           Bank Agreement.

                  "Senior  Debt"  means  (a) the  Bank  Liabilities,  (b) to the
         extent  permitted  by  subsection  7.3 of the Bank  Agreement,  (i) all
         obligations of the Maker in respect of any other indebtedness to banks,
         financial institutions or institutional lenders or investors including,
         without  limitation,  obligations  in  respect of  principal,  premium,
         interest, reimbursement obligations and fees and expenses, and (ii) all
         obligations  of  the  Maker  as  lessee  under  leases  required  to be
         capitalized on the balance sheet of the lessee under generally accepted
         accounting  principles and leases of property or assets made as part of
         any sale and leaseback  transaction to which the Maker is a party,  and
         (c) any and all renewals,  extensions,  increases or  rearrangements of
         any of the  foregoing,  in each case,  whether  existing on the date of
         this Note or hereafter created, incurred or acquired.  Without limiting
         or expanding the foregoing provisions of this definition,  this Note is
         not  intended  to be either  superior or subject in right of payment to
         any obligation of the Maker,  whether existing on the date of this Note
         or hereafter  created,  incurred or  acquired,  under any other note or
         instrument  given to any other seller or sellers in connection with the
         acquisition  of any business,  properties or assets by the Maker or any
         subsidiary thereof.

                  "Senior  Debt  Agreement"  means,  with  respect to any Senior
         Debt,  the agreement or  agreements  pursuant to which such Senior Debt
         was issued or the  instrument  or  instruments  evidencing  such Senior
         Debt, as applicable.

68936_3



                                                                      EXHIBIT A

                       [FORM OF FIRST AMENDED AND RESTATED
                              WORKING CAPITAL NOTE]

THIS  NOTE MAY NOT BE  TRANSFERRED  EXCEPT  IN  COMPLIANCE  WITH THE  TERMS  AND
PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW.  TRANSFERS OF THIS NOTE MUST
BE RECORDED IN THE REGISTER  MAINTAINED BY THE ADMINISTRATIVE  AGENT PURSUANT TO
THE TERMS OF SUCH LOAN AGREEMENT.

                 FIRST AMENDED AND RESTATED WORKING CAPITAL NOTE


$______________                                               [Closing Date]


         FOR VALUE RECEIVED, the undersigned,  Fine Host Corporation, a Delaware
corporation, and all of its Subsidiaries (collectively, the "Borrowers"), hereby
jointly  and  severally  and  unconditionally  promise  to pay to the  order  of
______________________________  (the "Bank") at the office of BankBoston,  N.A.,
located at 100 Federal Street,  Boston,  Massachusetts 02110, in lawful money of
the United States of America and in immediately  available funds, on the Working
Capital  Maturity  Date the  principal  amount of  ________________________  and
00/100  Dollars  ($______________________),  or, if less,  the aggregate  unpaid
principal  amount of all Working  Capital Loans made by the Bank to the Borrower
Agent pursuant to subsection 2.1 of the Loan Agreement (as defined  below).  The
Borrowers  further  agree to pay  interest  in like money at such  office on the
unpaid  principal  amount of Working Capital Loans made by the Bank from time to
time  outstanding  at the rates and on the dates  specified in subsection 3.4 of
the Loan Agreement.

         Reference  is hereby made to that certain  Fourth  Amended and Restated
Loan  Agreement,  dated of even  date  herewith  (as the  same may be  hereafter
further amended, modified, supplemented, extended or restated from time to time,
the  "Loan  Agreement")  by  and  among  the  Borrowers,   BankBoston,  N.A.  as
Administrative Agent, USTrust as Documentation Agent, the Bank and certain other
banks and financial  institutions  which are or may hereafter be parties thereto
from time to time. All  capitalized  terms not defined herein but defined in the
Loan  Agreement  shall  have  the  meanings  given  to such  terms  in the  Loan
Agreement.

         The holder of this Note is authorized to endorse on the Schedules A and
B annexed hereto and made a part hereof or on a continuation thereof which shall
be  attached  hereto and made a part  hereof  the date,  Type and amount of each
Working Capital Loan made by the Bank and the date and amount of each payment or
prepayment of principal thereof,  each conversion of all or a portion thereof to
another Type,  each  continuation  of all or a portion  thereof as the same Type
and,  in the case of LIBOR  Loans,  the length of each  Interest  Period and the
LIBOR Rate with respect thereto.  Each such  endorsement  shall constitute prima
facie evidence of the accuracy of the information endorsed;  provided,  however,
that the failure to make any such endorsement shall not affect the obligation of
the Borrowers to repay Working Capital Loans (with applicable interest) pursuant
to the Loan Agreement.

         This Note (a) is one of the Working  Capital  Notes  referred to in the
Loan  Agreement;  (b) is subject to the provisions of the Loan Agreement and (c)
is subject to optional and mandatory  prepayment in whole or in part as provided
in the Loan  Agreement.  This Note is secured as provided in the Loan Documents.
Reference  is  hereby  made  to the  Loan  Documents  for a  description  of the
properties and assets in which a security interest has been granted,  the nature
and extent of the  security,  the terms and  conditions  upon which the security
interests  were  granted  and the  rights of the  holder of this Note in respect
thereof.

         Upon the  occurrence  and during the  continuance of any one or more of
the Events of Default,  all  amounts  then  remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Loan Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

         All of the  obligations  and  liabilities  of the Borrowers  (including
without limitation,  the Joint Venture Subsidiary Borrowers) under this Note are
joint and several.

         Notwithstanding  any provision  contained in this Note to the contrary,
the liabilities and obligations of the Joint Venture Subsidiary  Borrowers under
this Note are  limited to the extent  provided in  subsection  10.22 of the Loan
Agreement.

         THIS NOTE  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

         This Note and all of the other Working Capital Notes referred to in the
Loan Agreement  amend and restate in their entirety all of the Existing  Working
Capital Notes. Upon the execution and delivery by the Borrowers of this Note and
all of the other Working  Capital Notes,  this Note and all of the other Working
Capital Notes shall  collectively  replace in their entirety all of the Existing
Working   Capital  Notes  and  shall   immediately   evidence  all   outstanding
indebtedness  under the Existing  Working  Capital Notes.  The Borrowers  hereby
agree that the  indebtedness  embodied in and  evidenced by this Note and all of
the  other  Working  Capital  Notes is the  same  indebtedness  embodied  in and
evidenced by the Existing  Working  Capital  Notes,  as increased as provided in
this Note and in the other Working Capital Notes, and that such  indebtedness is
a continuing obligation of the Borrowers, and has been and continues to be fully
enforceable, absolute and in existence.

         IN WITNESS WHEREOF,  the undersigned have executed this Note under seal
as of the date first written above.


FINE HOST CORPORATION                       FINE HOST SERVICES CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________






<PAGE>

FINE HOST OF VERMONT, INC.                   FANFARE, INC.

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


GLOBAL FANFARE, INC.                        FINE HOST INTERNATIONAL
                                                              CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


CREATIVE FOOD MANAGEMENT,                    NORTHWEST FOOD SERVICE, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


TARRANT COUNTY CONCESSIONS, L.L.C.          SUN WEST SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


REPUBLIC MANAGEMENT CORP.                   VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERV-RITE CORPORATION                       IDEAL MANAGEMENT SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

SERVICE DYNAMICS CORP.                      PCS HOLDING CORP.
                                            (f/k/a HCS Management Corp.)

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________





<PAGE>


PCS MANAGEMENT CORP.                       HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                   (f/k/a Hospital Coffee Shoppes, Inc.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


THE ENVIRONMENTAL GROUP, INC.               CREATIVE DATA SYSTEMS, INC.

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST/S. BROOKS & ASSOCIATES
JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________

By:      S. Brooks & Associates, Inc., in its capacity as a
          joint venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________


FINE HOST/R&N/A CUP ABOVE JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ________________________________
         Title: ______________________________

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

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

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




<PAGE>



WISCONSIN CENTER JOINT VENTURE

By:      Fine Host Corporation, in its capacity
         as a joint venturer of aforesaid Joint
    Venture

    By:______________________________
    Title:_____________________________

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

    By:______________________________
    Title:_____________________________


<PAGE>
<TABLE>
<CAPTION>

                                  Schedule A to
                 First Amended and Restated Working Capital Note


                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS
======--------------------------------------------------------------------------------------------===================
<S>     <C>              <C>                <C>                   <C>                 <C>            <C>

       Amount          Amount      Amount of Principal      Amount of ABR      Unpaid Principal
        of ABR        Converted        of ABR Loans         Loans Converted      Balance of ABR   Notation
Date     Loans       to ABR Loans         Repaid             to LIBOR Loans           Loans       Made By

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

======--------------------------------------------------------------------------------------------===================

=====================================================================================================================

=====================================================================================================================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                          Schedule B to
                        First Amended and
                        Restated Working
                          Capital Note



       LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF
                           LIBOR LOANS


======-------------------------------------------------------------------------------------------------------==================
<S>      <C>           <C>                   <C>                <C>               <C>              <C>            <C>

                     Amount            Interest Period                      Amount of LIBOR       Unpaid
                  Converted to or         and LIBOR          Amount of    Loans Converted      Principal
       Amount of  continued as LIBOR      Rate with         Principal of     to ABR Loans     Balance of
         LIBOR         Loans              Respect             LIBOR                           LIBOR Loans        Notation
Date     Loans                            Thereto          Loans Repaid                                          Made By

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

======-------------------------------------------------------------------------------------------------------==================

===============================================================================================================================

===============================================================================================================================
</TABLE>


PABOS2:FSH:61990_2

                                                                      EXHIBIT B

                            [FORM OF SWING LINE NOTE]

    THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST
 BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO
                       THE TERMS OF SUCH LOAN AGREEMENT.

                                 SWING LINE NOTE


$5,000,000.00                                                    [Closing Date]


         FOR VALUE RECEIVED, the undersigned,  Fine Host Corporation, a Delaware
corporation, and all of its Subsidiaries (collectively, the "Borrowers"), hereby
jointly  and  severally  and  unconditionally  promise  to pay to the  order  of
BankBoston,  N.A. (the "Swing Line Bank") at its office,  located at 100 Federal
Street,  Boston,  Massachusetts  02110,  in lawful money of the United States of
America and in immediately available funds, on the Working Capital Maturity Date
the principal amount of Five Million and 00/100 Dollars ($5,000,000.00),  or, if
less, the aggregate  unpaid principal amount of all Swing Line Loans made by the
Swing Line Bank to the Borrower Agent  pursuant to subsection  2.1.7 of the Loan
Agreement (as defined  below).  The  Borrowers  further agree to pay interest in
like  money at such  office on the unpaid  principal  amount of Swing Line Loans
made by the Swing  Line Bank from time to time  outstanding  at the rates and on
the dates specified in subsection 3.4 of the Loan Agreement.

         Reference  is hereby made to that certain  Fourth  Amended and Restated
Loan  Agreement,  dated of even  date  herewith  (as the  same may be  hereafter
further amended, modified, supplemented, extended or restated from time to time,
the  "Loan  Agreement")  by  and  among  the  Borrowers,   BankBoston,  N.A.  as
Administrative  Agent,  USTrust as Documentation  Agent, the Swing Line Bank and
certain  other banks and  financial  institutions  which are or may hereafter be
parties thereto from time to time. All capitalized  terms not defined herein but
defined in the Loan Agreement shall have the meanings given to such terms in the
Loan Agreement.

         The Swing Line Bank is authorized to endorse the date and the amount of
each  Swing Line Loan made by the Swing Line Bank to the  Borrower  pursuant  to
subsection  2.1.7 of the Loan  Agreement and the date and amount of each payment
or prepayment of principal  thereof on Schedule A annexed hereto and made a part
hereof and any such  recordation  shall  constitute  prima facie evidence of the
accuracy of the information so endorsed;  provided, however, that any failure by
the Swing Line Bank to make such endorsement  shall not affect the obligation of
the Borrowers to repay the Swing Line Loans (with applicable  interest) pursuant
to the Loan Agreement.


<PAGE>

         This Note (a) is one of the Swing  Line Notes  referred  to in the Loan
Agreement;  (b) is subject to the  provisions  of the Loan  Agreement and (c) is
subject to optional and mandatory  prepayment in whole or in part as provided in
the Loan  Agreement.  This Note is secured as  provided  in the Loan  Documents.
Reference  is  hereby  made  to the  Loan  Documents  for a  description  of the
properties and assets in which a security interest has been granted,  the nature
and extent of the  security,  the terms and  conditions  upon which the security
interests  were  granted  and the  rights of the  holder of this Note in respect
thereof.

         Upon the  occurrence  and during the  continuance of any one or more of
the Events of Default,  all  amounts  then  remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Loan Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

         All of the  obligations  and  liabilities  of the Borrowers  (including
without limitation,  the Joint Venture Subsidiary Borrowers) under this Note are
joint and several.

         Notwithstanding  any provision  contained in this Note to the contrary,
the liabilities and obligations of the Joint Venture Subsidiary  Borrowers under
this Note are  limited to the extent  provided in  subsection  10.22 of the Loan
Agreement.

         THIS NOTE  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

         IN WITNESS WHEREOF,  the undersigned have executed this Note under seal
as of the date first written above.


FINE HOST CORPORATION                       FINE HOST SERVICES CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST OF VERMONT, INC.          FANFARE, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________




<PAGE>
GLOBAL FANFARE, INC.                        FINE HOST INTERNATIONAL
                                                              CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


CREATIVE FOOD MANAGEMENT,                    NORTHWEST FOOD SERVICE, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


TARRANT COUNTY CONCESSIONS, L.L.C.            SUN WEST SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


REPUBLIC MANAGEMENT CORP.                    VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


<PAGE>



SERV-RITE CORPORATION                       IDEAL MANAGEMENT SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

SERVICE DYNAMICS CORP.                      PCS HOLDING CORP.
                                             (f/k/a HCS Management Corp.)

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


<PAGE>


PCS MANAGEMENT CORP.                       HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                   (f/k/a Hospital Coffee Shoppes, Inc.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


THE ENVIRONMENTAL GROUP, INC.               CREATIVE DATA SYSTEMS, INC.

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST/S. BROOKS & ASSOCIATES
JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________

By:      S. Brooks & Associates, Inc., in its capacity as a
          joint venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________


FINE HOST/R&N/A CUP ABOVE JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ________________________________
         Title: ______________________________

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

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

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


WISCONSIN CENTER JOINT VENTURE


By:      Fine Host Corporation, in its capacity
         as a joint venturer of aforesaid Joint
         Venture

    By:______________________________
    Title:_____________________________

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

    By:______________________________
    Title:_____________________________


<PAGE>



                                   Schedule A
                               To Swing Line Note

                              LOANS AND REPAYMENTS


=====------------------------------------------------------------------------

          Amount of            Amount of          Unpaid
       Swing Line Loans   Swing Line Loans   Principal Balance  Notation Made
Date        Made                Repaid           of Swing            By
                                                Line Loans
=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=====------------------------------------------------------------------------

=============================================================================

=============================================================================


PABOS2:FSH:65195_2
                                                                    EXHIBIT C

               [FORM OF FIRST AMENDED AND RESTATED GUIDANCE NOTE]

    THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE MUST
 BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO
                       THE TERMS OF SUCH LOAN AGREEMENT.

                    FIRST AMENDED AND RESTATED GUIDANCE NOTE


$_____________                                                 [Closing Date]


         FOR VALUE RECEIVED, the undersigned,  Fine Host Corporation, a Delaware
corporation, and all of its Subsidiaries (collectively, the "Borrowers"), hereby
jointly  and  severally  and  unconditionally  promise  to pay to the  order  of
__________________________________  (the  "Bank") at the  office of  BankBoston,
N.A.,  located at 100 Federal  Street,  Boston,  Massachusetts  02110, in lawful
money of the United States of America and in immediately available funds, on the
Guidance Loan Maturity Date the principal amount of ________________________ and
00/100  Dollars  ($______________________),  or, if less,  the aggregate  unpaid
principal  amount of all Guidance  Loans made by the Bank to the Borrower  Agent
pursuant  to  subsection  2.2 of the Loan  Agreement  (as  defined  below).  The
principal  amount of this  Note  shall be paid in the  amounts  and on the dates
specified in subsection 2.2.5 of the Loan Agreement. The Borrowers further agree
to pay interest in like money at such office on the unpaid  principal  amount of
Guidance  Loans made by the Bank from time to time  outstanding at the rates and
on the dates specified in subsection 3.4 of the Loan Agreement.

         Reference  is hereby made to that certain  Fourth  Amended and Restated
Loan  Agreement,  dated of even  date  herewith  (as the  same may be  hereafter
further amended, modified, supplemented, extended or restated from time to time,
the  "Loan  Agreement")  by  and  among  the  Borrowers,   BankBoston,  N.A.  as
Administrative Agent, USTrust as Documentation Agent, the Bank and certain other
banks and financial  institutions  which are or may hereafter be parties thereto
from time to time. All  capitalized  terms not defined herein but defined in the
Loan  Agreement  shall  have  the  meanings  given  to such  terms  in the  Loan
Agreement.

         The holder of this Note is authorized to endorse on the Schedules A and
B annexed hereto and made a part hereof or on a continuation thereof which shall
be  attached  hereto and made a part  hereof  the date,  Type and amount of each
Guidance  Loan  made by the  Bank and the date and  amount  of each  payment  or
prepayment of principal thereof,  each conversion of all or a portion thereof to
another Type,  each  continuation  of all or a portion  thereof as the same Type
and,  in the case of LIBOR  Loans,  the length of each  Interest  Period and the
LIBOR Rate with respect thereto.  Each such  endorsement  shall constitute prima
facie evidence of the accuracy of the information endorsed;  provided,  however,
that the failure to make any such endorsement shall not affect the obligation of
the Borrowers to repay Guidance Loans (with applicable interest) pursuant to the
Loan Agreement.

         This  Note (a) is one of the  Guidance  Notes  referred  to in the Loan
Agreement;  (b) is subject to the  provisions  of the Loan  Agreement and (c) is
subject  to  optional  and  mandatory  prepayment  in whole  or in part,  and to
conversion,  as provided in the Loan Agreement. This Note is secured as provided
in the Loan  Documents.  Reference  is hereby made to the Loan  Documents  for a
description of the  properties and assets in which a security  interest has been
granted,  the nature and extent of the security,  the terms and conditions  upon
which the security  interests  were granted and the rights of the holder of this
Note in respect thereof.

         Upon the  occurrence  and during the  continuance of any one or more of
the Events of Default,  all  amounts  then  remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Loan Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

         All of the  obligations  and  liabilities  of the Borrowers  (including
without limitation,  the Joint Venture Subsidiary Borrowers) under this Note are
joint and several.

         Notwithstanding  any provision  contained in this Note to the contrary,
the liabilities and obligations of the Joint Venture Subsidiary  Borrowers under
this Note are  limited to the extent  provided in  subsection  10.22 of the Loan
Agreement.

         THIS NOTE  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

         This Note and all of the other  Guidance  Notes referred to in the Loan
Agreement  amend and  restate in their  entirety  all of the  Existing  Guidance
Notes.  Upon the execution and delivery by the Borrowers of this Note and all of
the other  Guidance  Notes,  this Note and all of the other Guidance Notes shall
collectively  replace in their  entirety all of the Existing  Guidance Notes and
shall  immediately  evidence  all  outstanding  indebtedness  under the Existing
Guidance Notes. The Borrowers hereby agree that the indebtedness embodied in and
evidenced  by  this  Note  and  all of the  other  Guidance  Notes  is the  same
indebtedness  embodied in and  evidenced  by the  Existing  Guidance  Notes,  as
increased  as provided in this Note and in the other  Guidance  Notes,  and that
such indebtedness is a continuing obligation of the Borrowers,  and has been and
continues to be fully enforceable, absolute and in existence.
         IN WITNESS WHEREOF,  the undersigned have executed this Note under seal
as of the date first written above.


FINE HOST CORPORATION                       FINE HOST SERVICES CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST OF VERMONT, INC.                  FANFARE, INC.
By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


GLOBAL FANFARE, INC.                        FINE HOST INTERNATIONAL
                                                              CORPORATION


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


CREATIVE FOOD MANAGEMENT,                   NORTHWEST FOOD SERVICE, INC.
INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


TARRANT COUNTY CONCESSIONS, L.L.C.          SUN WEST SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


REPUBLIC MANAGEMENT CORP.                   VERSATILE HOLDING CORPORATION
OF MASSACHUSETTS

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


SERV-RITE CORPORATION                       IDEAL MANAGEMENT SERVICES, INC.


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________

SERVICE DYNAMICS CORP.                      PCS HOLDING CORP.
                                            (f/k/a HCS Management Corp.)

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


PCS MANAGEMENT CORP.                        HEARTSTRINGS GIFT SHOPS, INC.
(f/k/a N.C. PCSM, Inc.)                    (f/k/a Hospital Coffee Shoppes, Inc.)


By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


THE ENVIRONMENTAL GROUP, INC.               CREATIVE DATA SYSTEMS, INC.

By:______________________________           By:______________________________
Title:_____________________________         Title:_____________________________


FINE HOST/S. BROOKS & ASSOCIATES
JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________

By:      S. Brooks & Associates, Inc., in its capacity as a
          joint venturer of aforesaid Joint Venture

         By: ______________________________
         Title: _____________________________


FINE HOST/R&N/A CUP ABOVE JOINT VENTURE

By:      Fine Host Corporation, in its capacity as a joint
          venturer of aforesaid Joint Venture

         By: ________________________________
         Title: ______________________________

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

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

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


<PAGE>



WISCONSIN CENTER JOINT VENTURE

By:      Fine Host Corporation, in its capacity
         as a joint venturer of aforesaid Joint
    Venture

    By:_____________________________
    Title:___________________________

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

    By:______________________________
    Title:_____________________________


<PAGE>

                                 Schedule A to
                    First Amended and Restated Guidance Note

                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS



======------------------------------------------------------------------------

                              Amount of   Amount of    Unpaid
      Amount     Amount       Principal   ABR Loans   Principal
      of ABR   Converted     of ABR Loans Converted   Balance of    Notation
Date   Loans  to ABR Loans      Repaid    to LIBOR    ABR Loans     Made By
                                            Loans
======------------------------------------------------------------------------

======------------------------------------------------------------------------



                                                                      EXHIBIT D

                                     FORM OF
                 SECOND AMENDED AND RESTATED SECURITY AGREEMENT
                           (for Fine Host Corporation)

         This SECOND AMENDED AND RESTATED  SECURITY  AGREEMENT (the "Agreement")
is made as of July __,  1997,  by and  between  (a)  FINE  HOST  CORPORATION,  a
Delaware corporation, with its principal place of business at 3 Greenwich Office
Park,  Greenwich,  Connecticut  06830 (together with its successors and assigns,
"Fine  Host")  and (b)  BANKBOSTON,  N.A.,  as  Administrative  Agent  (in  such
capacity,  the  "Administrative  Agent") for various  banks and other  financial
institutions  which are or may  hereafter  become  parties (said banks and other
financial  institutions are hereinafter referred to collectively as the "Banks")
to that certain Fourth Amended and Restated Loan  Agreement,  dated of even date
herewith (as the same may be hereafter further amended, modified,  supplemented,
extended or restated,  from time to time,  the "Loan  Agreement"),  by and among
Fine Host,  all of the  Subsidiaries  of Fine Host,  the  Administrative  Agent,
USTrust  as   Documentation   Agent  for  the  Banks  (in  such  capacity,   the
"Documentation  Agent")(the Administrative Agent and the Documentation Agent are
hereinafter sometimes referred to collectively as the "Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  Fine Host
entered into, among other things, a certain First Amended and Restated  Security
Agreement, dated as of June 25, 1996 (the "Existing Security Agreement"), by and
between  Fine Host and USTrust,  as Lender and Agent for the Existing  Banks (in
such capacity, the "Original Agent"), pursuant to which, among other thing, Fine
Host  granted to the  Original  Agent,  for the ratable  benefit of the Existing
Banks,  a security  interest  in the assets of Fine Host,  as more  particularly
described  therein and herein,  to secure all of the obligations and liabilities
of Fine Host to the Existing Banks; and

         WHEREAS,  Fine Host and all of its Subsidiaries have requested that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that Fine Host shall have  amended  and  restated in its
entirety the Existing Security Agreement in the manner provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to induce the Existing  Banks to amend and restate the Existing Loan  Agreement,
as provided in the Loan Agreement, and to induce the Banks to make Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  Fine Host and the
Administrative  Agent,  for the  ratable  benefit  of the Banks,  hereby  amend,
restate and replace the Existing  Security  Agreement to read in its entirety as
follows:



<PAGE>

Article I.        Grant of Security Interest.

         1.1 To secure the prompt,  punctual,  and faithful  performance by Fine
Host of all of its  Liabilities,  Fine Host hereby grants to the  Administrative
Agent, for the ratable benefit of the Banks, a continuing  security  interest in
and to, and assigns to the Administrative  Agent, for the ratable benefit of the
Banks,  all of the  rights,  title and  interests  of Fine  Host in and to,  the
following, and each item thereof, whether now owned or now due, or in which Fine
Host has an interest, or hereafter at any time in the future, acquired, arising,
or to become due, or in which Fine Host obtains an interest,  and all  products,
proceeds,  substitutions,  and  accessions of or to any of the following (all of
which, together with any other property in which the Administrative Agent may in
the  future be granted a security  interest  pursuant  hereto,  is  referred  to
hereinafter as the "Collateral"):  (a) All Accounts and Accounts Receivable; (b)
All Inventory;  (c) All Contract Rights;  (d) All General  Intangibles;  (e) All
Equipment;  (f) All Farm Products;  (g) All Goods;  (h) All Chattel Paper,  Note
Receivables  and  Receivables   (including  but  not  limited  to,  all  license
agreements,  all management  agreements,  all concession agreements and all food
service operation agreements and all Facilities  Agreements);  (i) All Fixtures;
(j) All books, records, and information relating to the Collateral and/or to the
operation  of Fine  Host's  business,  and all  rights of access to such  books,
records,  and information,  and all property in which such books,  records,  and
information are stored, recorded, and maintained, subject, in the case of rights
of access to premises not owned by Fine Host,  to rights of third  parties;  (k)
All  Instruments,  Documents of Title,  Documents,  policies and certificates of
insurance,  Securities,  deposits,  deposit  accounts,  money,  cash,  or  other
property;  (l) All federal,  state,  and local tax refunds and/or  abatements to
which  Fine  Host is,  or  becomes  entitled,  no  matter  how or when  arising,
including,  but not limited to any loss carryback tax refunds; (m) All insurance
proceeds, refunds, and premium rebates, including, without limitation,  proceeds
of fire and credit insurance, whether any of such proceeds, refunds, and premium
rebates, arise out of the foregoing (a through l), or otherwise;  (n) All liens,
guaranties,  rights, remedies, and privileges pertaining to any of the foregoing
(a through m) including  the right of stoppage in transit;  and (o) All licenses
and permits (including but not limited to, all liquor licenses).

         1.2 The foregoing  grant of a security  interest is in addition to, and
supplemental of, any security interest previously granted by Fine Host to either
the  Administrative  Agent or to the Original  Agent and shall  continue in full
force and effect  applicable to all  Liabilities and to any future advances made
by the  Administrative  Agent or any of the  Banks to or on  behalf of Fine Host
until this Agreement is specifically  terminated in writing by a duly authorized
officer of the Administrative Agent.

Article II.       Definitions.

         As herein used, the following terms have the following meanings:

         2.1 "Accounts" and "Accounts  Receivable"  means "accounts," as defined
in the UCC,  together with all accounts,  accounts  receivable,  notes,  drafts,
acceptances,  and other  forms of  obligations  and  receivables  and  rights to
payment for credit extended and for goods sold or leased, or services  rendered,
whether or not yet earned by performance; all Inventory which gave rise thereto,
and all rights  associated with such Inventory,  including the right of stoppage
in transit and all reclaimed,  returned,  rejected or repossessed  Inventory (if
any) the sale of which gave rise to any Account.

         2.2 "Contract  Rights" means "contract  rights," as defined in the UCC,
together  with  any  right  to  payment  under  a  contract  not yet  earned  by
performance and not evidenced by an instrument or Chattel Paper.

         2.3  "Costs of  Collection"  means  and  includes  all fees,  costs and
expenses  (including  without  limitation,  all reasonable legal fees, costs and
expenses,  and reasonable costs and expenses associated with travel) incurred by
the Agents in connection  with the  administration  of this Agreement and all of
the other Loan Documents.  Costs of Collection also means and includes all fees,
costs and expenses  (including  without  limitation,  all reasonable legal fees,
costs and expenses,  and reasonable  costs and expenses  associated with travel)
incurred by the Agents and the Banks in connection with preserving,  protecting,
collecting,   or  enforcing  the   Collateral,   the   Liabilities   and/or  the
Administrative  Agent's Rights and Remedies or any of the rights and remedies of
the Agents or the Banks  against or in respect of any  guarantor or other person
liable in respect  of the  Liabilities  (whether  or not suit is  instituted  in
connection  with such  efforts).  The Costs of Collection  shall be added to the
Liabilities of Fine Host to the Agents and the Banks,  as if such had been lent,
advanced,  and  credited  by the Agents and the Banks to, or for the benefit of,
Fine Host.

         2.4 "Equipment" means "equipment," as defined in the UCC, together with
all motor vehicles, rolling stock, machinery, office equipment, plant equipment,
tools, dies, molds, store fixtures,  furniture,  and other goods,  property, and
assets  which  are  used  and/or  were  purchased  for use in the  operation  or
furtherance of Fine Host's business.

         2.5 "General  Intangibles"  means "general  intangibles," as defined in
the UCC,  together with all:  rights to payment for credit  extended;  deposits;
amounts  due to Fine Host;  credit  memoranda  in favor of Fine  Host;  warranty
claims;  all means and vehicles of  investment  or hedging,  including,  without
limitation,  options, warrants, and futures contracts;  records; customer lists;
goodwill;  causes of action;  judgments;  payments under any settlement or other
agreement;  literary  rights;  rights to performance;  royalties;  license fees;
franchise fees; rights of admission; licenses; franchises; permits; certificates
of  convenience  and necessity,  and similar rights granted by any  governmental
authority;  copyrights;  trademarks, trade names, service marks, patents, patent
applications,  patents pending, and other intellectual  property;  developmental
ideas  and  concepts;  proprietary  processes;  blueprints;  drawings;  designs;
diagrams;  plans; reports; charts; catalogs;  manuals;  technical data; computer
programs,  computer  records,  computer  software,  rights of access to computer
record service bureaus,  service bureau computer  contracts,  and computer data;
proposals;  costs estimates,  and other reproductions on paper, or otherwise, of
any and all concepts or ideas, and any matter related to, or connected with, the
design, development, manufacture, sale, marketing, leasing, or use of any or all
property produced,  sold, or leased, by Fine Host or credit extended or services
performed,  by Fine Host,  whether  intended for an  individual  customer or the
general  business of Fine Host, or used or useful in connection with research by
Fine Host.

         2.6 "Inventory"  means "inventory" as defined in the UCC, together with
all goods, wares,  merchandise,  raw materials, work in process, finished goods,
and all packaging,  advertising, shipping material, and documents related to any
of the foregoing,  and all labels, and other devices, names, or marks affixed or
to be affixed  thereto for  identifying  or selling the same, and other personal
property  of every  description  held for  sale or lease or  furnished  or to be
furnished under a contract or contracts of sale or service by Fine Host, or used
or consumed or to be used or consumed in Fine Host's business,  and all goods of
said  description  which  are in  transit,  and all  returned,  repossessed  and
rejected goods of said description, and all such goods of said description which
are  detained  from or  rejected  for  entry  into the  United  States,  and all
documents (whether or not negotiable) which represent any of the foregoing.

         2.7      "Liabilities" has the meaning given to that term in the
                    Loan Agreement.

         2.8 "Obligations" means the obligations, covenants, representations and
warranties of the Borrowers (including without limitation,  Fine Host) to any or
all of the Banks, and the Agents under the Loan Documents.

         2.9 "Proceeds" means  "proceeds," as defined in the UCC,  together with
insurance  proceeds,  and each type of property  described  in  Sections  1-1(a)
through and including 1-1(o) above.

         2.10 "Receivables  Collateral" refers to that portion of the Collateral
which consists of Fine Host's Accounts,  Accounts  Receivable,  Contract Rights,
General Intangibles, Chattel Paper, Instruments,  Documents of Title, Documents,
Securities,  letters  of credit  and  bankers'  acceptances,  and any  rights to
payment now held or in which Fine Host has an interest,  or hereafter  acquired,
or in which Fine Host obtains an interest.

Article III.      Representations, Warranties and Covenants.

         3.1 Fine  Host  shall pay when due (or on  demand  if so  payable)  the
Liabilities  and  promptly,   punctually,   and  faithfully  shall  perform  the
Obligations.

         3.2 Fine Host presently is and shall hereafter  remain in good standing
as a corporation  in that State  indicated in the preamble of this Agreement and
is and shall hereafter remain duly qualified and in good standing in every other
State in which,  by reason of the nature or location  of Fine  Host's  assets or
operation of Fine Host's business,  such qualification may be necessary,  except
those States in which the failure to qualify and remain in good  standing  would
not have a Material Adverse Effect. The execution and delivery of this Agreement
and of any other  instruments  or  documents  executed  in  connection  herewith
constitute  representations  by Fine Host that such  execution and delivery have
received  all  corporate  authorization  as  may be  necessary  to  permit  such
execution and delivery to, and that they do, bind Fine Host.

         3.3      Exhibit A attached hereto and incorporated herein by
                    reference constitutes a listing of:

     (i) all trade  names and  trade  styles  under  which  Fine Host  presently
conducts or ever conducted its business; and

     (ii)  all  legal  names  and  legal  statuses  (such  as a  corporation  or
partnership) under which Fine Host conducts or ever conducted business.

         3.4  Fine  Host  is,  and  shall  hereafter  remain,  the  owner of the
Collateral  free and clear of all  liens,  encumbrances,  attachments,  security
interests,  purchase money security interests,  mortgages,  and charges with the
exceptions of (a) the security  interest  created  herein,  and (b) the security
interests and other  encumbrances  (if any) listed on Exhibit B attached  hereto
and  incorporated  herein by  reference  or as  otherwise  permitted in the Loan
Agreement. Fine Host does not presently, and shall not hereafter have possession
of any  property on  consignment.  Fine Host shall timely pay all of Fine Host's
encumbrances  which are secured by security  interests  which may be superior to
that granted the Administrative Agent herein.

         3.5 Fine Host's principal place of business, chief executive office and
mailing  address is set forth at the beginning of this  Agreement;  set forth on
Exhibit C are the  locations  of all  Borrower's  other places of business or at
which the  Collateral  may be kept or  located.  Except to  accomplish  sales of
Inventory  in the  ordinary  course  of  business  and to  utilize  such  of the
Collateral as is removed from such locations in the ordinary  course of business
(such as  motor  vehicles),  the  Collateral  will be kept at all  times at Fine
Host's  principal place of business and chief  executive  office as set forth at
the beginning of this  Agreement or at the locations of Fine Host's other places
of  business  as set forth on Exhibit C. All the  information  contained  in the
Exhibits to this Agreement is true, accurate and complete,  and Fine Host hereby
agrees to furnish the  Administrative  Agent written notice within ten (10) days
of any changes therein, or any additional  information  necessary to insure that
the information contained in the Exhibits remains true, accurate and complete.

         3.6  Fine  Host  shall  provide  the  Administrative  Agent  with  such
information  concerning Fine Host, the Collateral,  the operation of Fine Host's
business,  and Fine Host's financial  condition as the Administrative  Agent may
reasonably request from time to time. All financial  information so provided the
Administrative Agent by Fine Host shall be prepared in accordance with generally
accepted accounting  principles applied  consistently in the preparation thereof
and with prior periods and shall fairly reflect the matters described therein.

         3.7 All covenants,  representations,  and warranties  made by Fine Host
pursuant to the terms of the Loan  Agreement are hereby  incorporated  herein by
reference,  and all provisions of the Loan Agreement granting the Administrative
Agent rights,  privileges,  or remedies are likewise also incorporated herein by
reference.

         3.8 Fine Host  shall  not  sell,  offer to sell,  lease,  or  otherwise
transfer  or  dispose of the  Collateral  or any part  thereof  or any  interest
therein, except as permitted under the Loan Agreement.

         3.9 Fine Host shall  execute  and deliver to the  Administrative  Agent
such instruments and shall do all such things from time to time hereafter as the
Administrative  Agent may reasonably request to carry into effect the provisions
and intent of this Agreement,  to protect and perfect the Administrative Agent's
security  interest in and to the  Collateral,  and to comply with all applicable
statutes and laws,  and to  facilitate  the  collection  and/or  enforcement  of
Receivables  Collateral.  Contemporaneous  with the execution of this Agreement,
Fine Host shall execute all such  instruments  as may be reasonably  required by
the  Administrative  Agent  with  respect  to the  perfection  of  the  security
interests granted herein, including without limitation,  financing statements in
such  form and to be filed in  accordance  with the  provisions  of the  Uniform
Commercial  Code in  such  State  or  States  as the  Administrative  Agent  may
determine,  and applications for notations of the  Administrative  Agent as lien
holder,  mortgagee,  or the like, on such certificates or similar instruments as
may have been issued with respect to Fine Host's  ownership of one or more items
of the  Collateral.  A  carbon,  photographic,  or  other  reproduction  of this
Agreement or of any financing statement or other instrument executed pursuant to
this Section  shall be sufficient  for filing to perfect the security  interests
granted herein.

         3.10 Fine Host shall (a) keep the  Collateral in good order and repair;
(b) not waste or destroy or suffer the waste or destruction of the Collateral of
any part  thereof;  and (c) not use any of the  Collateral  in  violation of any
policy of insurance thereon.

         3.11 Fine  Host  shall  not  indirectly  do or cause to be done any act
which, if done directly by Fine Host, would breach any covenant contained herein
or in any other agreement between Fine Host and the Administrative Agent.

         3.12 The  representations,  covenants,  and warranties contained herein
are in addition to any others, previously,  presently, or hereafter made by Fine
Host to or with the Administrative Agent in any other instrument.

Article IV.       Collection of Accounts, Accounts Receivable, Contract Rights
                    and Other Collateral.

         4.1      At any time after one or more Events of Default has occurred:

                  (a) The  Administrative  Agent may notify  any of Fine  Host's
         account or contract debtors,  either in the name of the  Administrative
         Agent or Fine Host,  to make  payment  directly  to the  Administrative
         Agent or such other  address as may be specified by the  Administrative
         Agent, and may advise any person of the Administrative Agent's security
         interest in and to the  Collateral,  and may collect  directly from the
         obligors thereon, all amounts due on account of the Collateral; and

                  (b) At the  Administrative  Agent's  request,  Fine  Host will
         provide written  notifications  to any or all of Fine Host's account or
         contract  debtors  concerning  the   Administrative   Agent's  security
         interest  in the  Collateral  and will  request  that such  account  or
         contract debtors forward payment thereof directly to the Administrative
         Agent.

         4.2 At any time after one or more Events of Default has  occurred,  and
after notification to Fine Host from the Administrative Agent, Fine Host:

                  (a) shall  hold any  proceeds  and  collections  of any of the
         Collateral  in  trust  for the  Administrative  Agent,  and  shall  not
         commingle  such  proceeds or  collections  with any other funds of Fine
         Host; and

                  (b)  shall  deliver  each  of  the  following  duly  endorsed,
         assigned or otherwise made payable to the Administrative Agent; (i) all
         such proceeds to the Administrative  Agent immediately upon the receipt
         thereof  by Fine  Host in the  identical  form  received,  and (ii) all
         security or collateral for, guaranties of, letters of credit, trade and
         bankers' acceptances, and similar letters and instruments in respect of
         any of the Collateral.

         4.3  Fine  Host  hereby   irrevocably   constitutes  and  appoints  the
Administrative  Agent  as  Fine  Host's  true  and  lawful  attorney,  upon  the
occurrence of an Event of Default,  with full power of substitution,  to convert
the Collateral  into cash at the sole risk,  cost, and expense of Fine Host, but
for the sole benefit of the Administrative  Agent. The rights and powers granted
the Administrative  Agent by the within appointment  include but are not limited
to the right and power to:

                  (a)      prosecute, defend, compromise, or release any action
                               relating to the Collateral;

                  (b) sign  change of  address  forms to change  the  address to
         which Fine Host's mail is to be sent as the Administrative  Agent shall
         designate;  receive and open Fine Host's  mail;  remove any  Collateral
         therefrom and turn over such mail (other than such Collateral),  either
         to Fine Host, or to any trustee in bankruptcy,  receiver,  assignee for
         the benefit of creditors of Fine Host, or other legal representative of
         Fine  Host  whom  the   Administrative   Agent  determines  to  be  the
         appropriate person to whom to so turn over such mail;

                  (c)   endorse   the  name  of  Fine   Host  in  favor  of  the
         Administrative   Agent  upon  any  and  all  checks,   drafts,   notes,
         acceptances,  or other items or instruments;  sign and endorse the name
         of Fine Host on, and receive as secured party,  any of the  Collateral,
         any invoices, schedules of Collateral,  freight or express receipts, or
         bills  of  lading,  storage  receipts,  warehouse  receipts,  or  other
         documents  of  title  of a same or  different  nature  relating  to the
         Collateral;

                  (d) sign the name of Fine Host on any  notice  to Fine  Host's
         Account Debtors or verification  of the  Receivables  Collateral;  sign
         Fine Host's name on any proof of claim in  bankruptcy  against  Account
         Debtors,  notices of lien, claims of mechanics liens, or assignments or
         releases of mechanics' lien securing the Accounts;

                  (e)       take all such action as may be necessary to obtain
                              the payment of any letter of credit of which Fine
                              Host is a beneficiary;

                  (f) repair, manufacture, assemble, complete, package, deliver,
         alter or supply goods, if any, necessary to fulfill in whole or in part
         the purchase order of any customer of Fine Host;

                  (g)      use, license, or transfer any or all General
                         Intangibles of Fine Host; or

                  (h) sign and file or record any  financing or other  statement
         in order to perfect  or protect  the  Administrative  Agent's  security
         interest in the Collateral.

         4.4 In  connection  with  all  powers  of  attorney  included  in  this
Agreement,  Fine Host hereby grants unto the Administrative  Agent full power to
do any and all things necessary or appropriate,  in connection with the exercise
of such  powers as fully and  effectually  as Fine Host  might or could do,  and
hereby  ratifying all that said attorney  shall do or cause to be done by virtue
of this Agreement.

         4.5 The  Administrative  Agent shall not be  obligated to do any of the
acts  or  to  exercise  any  of  the  powers  authorized   herein,  but  if  the
Administrative  Agent  elects to do any such act or to exercise any such powers,
it shall not be  accountable  for more than it actually  receives as a result of
such exercise of power, and shall not be responsible to Fine Host except for the
Administrative Agent's actual willful misconduct and bad faith.

         4.6  All  powers  conferred  upon  the  Administrative  Agent  by  this
Agreement,  being  coupled with an  interest,  shall be  irrevocable  until this
Agreement is terminated by a written  instrument  executed by a duly  authorized
officer of the Administrative Agent or until all Liabilities are paid in full.

Article V.        Events of Default.

         Upon the  occurrence of any one or more Events of Default,  any and all
Liabilities of Fine Host shall become  immediately due and payable,  as provided
in the Loan  Agreement.  The  occurrence of any such Event of Default shall also
constitute,  without  notice or  demand,  a default  under all other  agreements
between the Administrative Agent and Fine Host and instruments,  documents,  and
papers given to the Administrative  Agent by Fine Host, whether such agreements,
instruments, or papers now exist or hereafter arise.

Article VI.       Rights And Remedies Upon Default.

         In addition to all of the rights,  remedies,  powers,  privileges,  and
discretions which the  Administrative  Agent is provided prior to the occurrence
of an Event of Default, the Administrative Agent shall have the following Rights
and  Remedies  ("Rights  and  Remedies")  upon the  occurrence  of any  Event of
Default.

         6.1 Upon  the  occurrence  of any  Event  of  Default,  and at any time
thereafter,  the Administrative  Agent shall have all of the Rights and Remedies
of a  secured  party  upon  default  under  the UCC,  in  addition  to which the
Administrative Agent shall have all of the following Rights and Remedies:

                  (a)     To collect the Receivables Collateral with or without
                          the taking of possession of any of the Collateral
                          and/or

                  (b)      To take possession of all or any portion of the
                              Collateral; and/or

                  (c) To sell,  lease, or otherwise dispose of any or all of the
         Collateral,  in its then  condition or following  such  preparation  or
         processing  as the  Administrative  Agent deems  advisable  and with or
         without the taking of possession of any of the Collateral; and/or

                  (d)      To apply the Receivables Collateral or the proceeds
                              of the Collateral towards (but not
                              necessarily in complete satisfaction of) the
                              Liabilities.

         6.2 Any sale or other disposition of the Collateral may be at public or
private  sale upon such  terms and in such  manner as the  Administrative  Agent
deems advisable,  having due regard to compliance with any statute or regulation
which might affect, limit, or apply to the Administrative Agent's disposition of
the  Collateral.  The  Administrative  Agent may  conduct any such sale or other
disposition of the Collateral upon Fine Host's  premises.  Unless the Collateral
is  perishable  or  threatens  to  decline  speedily  in value,  or is of a type
customarily sold on a recognized market (in which event the Administrative Agent
shall  provide  Fine  Host  with such  notice  as may be  practicable  under the
circumstances),  the  Administrative  Agent  shall  give  Fine Host at least the
greater of the minimum  notice  required by law or seven (7) days prior  written
notice of the date, time, and place of any proposed public sale, and of the date
after which any private sale or other disposition of the Collateral may be made.
The  Administrative  Agent may purchase the Collateral,  or any portion of it at
any sale held under this Article.

         6.3 In  connection  with the  Administrative  Agent's  exercise  of the
Administrative  Agent's rights under this Article,  the Administrative Agent may
enter upon, occupy, and use any premises owned or occupied by Fine Host, and may
exclude  Fine Host from such  premises  or  portion  thereof as may have been so
entered upon, occupied, or used by the Administrative Agent, subject in any such
case to the  requirements  of applicable law and to the rights of third parties.
The  Administrative  Agent shall not be required to remove any of the Collateral
from any  such  premises  upon  the  Administrative  Agent's  taking  possession
thereof,  and may render any Collateral unusable to Fine Host. In no event shall
the  Administrative  Agent be liable to Fine  Host for use of  occupancy  by the
Administrative  Agent of any  premises  pursuant  to this  Article,  nor for any
charge  (such as wages for Fine  Host's  employees  and  utilities)  incurred in
connection  with  the  Administrative  Agent's  exercise  of the  Administrative
Agent's Rights and Remedies.

         6.4 Fine Host hereby grants to the Administrative  Agent a nonexclusive
irrevocable license to use, apply, and affix any trademark,  tradename, logo, or
the like in which Fine Host now or hereafter has rights, such license being with
respect  to  the  Administrative   Agent's  exercise  of  the  rights  hereunder
including,  without  limitation,  in  connection  with  any  completion  of  the
manufacture of Inventory or sale or other disposition of Inventory.

         6.5 Upon the  occurrence  of any Event of Default,  the  Administrative
Agent may require Fine Host to assemble the  Collateral and make it available to
the  Administrative  Agent at Fine  Host's  sole risk and  expense at a place or
places which are reasonably convenient to both the Administrative Agent and Fine
Host.

         6.6 The rights, remedies,  powers,  privileges,  and discretions of the
Administrative   Agent  hereunder  (the   "Administrative   Agent's  Rights  and
Remedies") shall be cumulative and not exclusive of any rights or remedies which
it would  otherwise  have. No delay or omission by the  Administrative  Agent in
exercising  or enforcing  any of the  Administrative  Agent's Right and Remedies
shall  operate  as,  or  constitute,   a  waiver  thereof.   No  waiver  by  the
Administrative  Agent of any Event of Default or of any default  under any other
agreement shall operate as a waiver of any other default  hereunder or under any
other  agreement.  No single or partial  exercise  of any of the  Administrative
Agent's Rights or Remedies,  and no other agreement shall operate as a waiver of
any other  default  hereunder or under any other  agreement or  transaction,  of
whatever nature entered into between the  Administrative  Agent and Fine Host at
any time,  either  express  or  implied,  shall  preclude  any other or  further
exercise of the  Administrative  Agent's  Rights and Remedies.  No waiver by the
Administrative Agent of any of the Administrative Agent's Rights and Remedies on
any one occasion shall be deemed a waiver on any subsequent occasion,  nor shall
it be deemed a continuing waiver.  All of the  Administrative  Agent's Right and
Remedies may be exercised by the Administrative  Agent at such time or times and
in such order of preference as the  Administrative  Agent in its sole discretion
may determine.

Article VII.               General.

         7.1 Any and all  deposits or other sums at any time  credited by or due
to Fine Host from the Administrative  Agent or any Bank or lending affiliates or
any bank  acting  as a  participant  under  any  loan  arrangement  between  the
Administrative Agent and Fine Host, and any cash,  securities,  instruments,  or
other property of Fine Host in the possession of the  Administrative  Agent,  or
any Bank or any of its banking or lending  affiliates,  and any bank acting as a
participant under any loan arrangement between the Administrative Agent and Fine
Host,  whether  for  safekeeping,  or  otherwise,  or in  transit to or from the
Administrative  Agent or any Bank or any of its banking or lending affiliates or
any such  participant,  or in the  possession  of any third party  acting on the
Administrative  Agent's  or any  Bank's  behalf  (regardless  of the  reason the
Administrative Agent or any Bank had received same or whether the Administrative
Agent  or any Bank has  conditionally  released  the  same)  shall at all  times
constitute  security for any and all Liabilities,  and may be applied or set off
against such Liabilities at any time after an Event of Default.

         7.2 (a) Except as specifically  required by this  Agreement,  Fine Host
WAIVES notice of non-payment,  demand,  presentment,  protest,  and all forms of
demand and notice, both with respect to the Liabilities and the Collateral.

                  (b) Fine Host,  if entitled to it,  WAIVES the right to notice
         and/or  hearing  prior to the  exercise of the  Administrative  Agent's
         rights upon default.

         7.3 The Administrative Agent shall have no duty as to the collection or
protection of the  Collateral  beyond the safe custody of such of the Collateral
as may come in possession of the Administrative  Agent and shall have no duty as
to the  preservation  of  rights  against  prior  parties  or any  other  rights
pertaining  thereto.  The  Administrative  Agent's  Rights and  Remedies  may be
exercised  without resort or regard to any other source of  satisfaction  of the
Liabilities.

         7.4 All notices,  requests and other communications  hereunder shall be
given in the manner provided for in the Loan Agreement.

         7.5 This  Agreement  shall be  binding  upon Fine Host and Fine  Host's
successors,  and assigns  and shall  inure to the benefit of the  Administrative
Agent and the Administrative  Agent's successors and assigns.  In the event that
the  Administrative  Agent assigns or transfers its rights under this Agreement,
the  assignee  shall  thereupon  succeed to and become  vested  with all rights,
powers,  privileges,  and duties of the  Administrative  Agent hereunder and the
Administrative  Agent shall thereupon be discharged and relieved from its duties
and obligations hereunder.

         7.6 Any  determination  that any  provision  of this  Agreement  or any
application thereof is invalid,  illegal, or unenforceable in any respect in any
instance shall not affect the validity,  legality,  and  enforceability  of such
provision in any other instance, or the validity, legality, or enforceability of
any other provision of this Agreement.

         7.7 This  Agreement  and all other  instruments  executed in connection
herewith  incorporate all discussions and negotiations between Fine Host and the
Administrative Agent, either express or implied, concerning the matters included
herein  and in such  other  instruments,  any  custom  or usage to the  contrary
notwithstanding.  No such discussions or negotiations  shall limit,  modify,  or
otherwise affect the provisions hereof. No modification, amendment, or waiver of
any  provision  of this  Agreement or of any  provision  of any other  agreement
between Fine Host and the  Administrative  Agent is effective unless executed in
writing by the party to be charged with such modification, amendment and waiver,
and if such party be the Administrative Agent, then by a duly authorized officer
thereof.

         7.8  The  proceeds  of any  collection,  sale,  or  disposition  of the
Collateral, or of any other payments received hereunder, shall be applied toward
the Liabilities in such order and manner as the Administrative  Agent determines
in  its  sole  discretion,  any  statute,  custom,  or  usage  to  the  contrary
notwithstanding.  Fine Host shall remain liable to the Administrative  Agent for
any deficiency remaining following such application.

         7.9 Fine  Host  shall pay on demand  all  Costs of  Collection  and all
expenses  of the  Administrative  Agent  in  connection  with  the  preparation,
execution,  and  delivery  of this  Agreement  and of any  other  documents  and
agreements between Fine Host and the Administrative  Agent, whether now existing
or  hereafter  arising,  and all other  expenses  which may be  incurred  by the
Administrative  Agent in  preparing  or amending  this  Agreement  and all other
agreements,  instruments,  and  documents  related  thereto,  or otherwise  with
respect to the Liabilities. Fine Host authorizes the Administrative Agent to pay
all such  expenses  and to charge the same to any  account of Fine Host with the
Administrative Agent.

         7.10 All amounts which the Administrative  Agent may advance under this
Agreement  shall be  included  in the  Liabilities,  shall be  repayable  to the
Administrative  Agent with interest at the highest pre-default rate charged Fine
Host by the Administrative Agent under the Loan Agreement, on demand (and if not
paid within five (5) days of notice to  Borrower,  at the default rate set forth
in  subsection  3.4(c)  of  the  Loan  Agreement,  and  may  be  charged  by the
Administrative  Agent  to  any  account  which  Fine  Host  maintains  with  the
Administrative Agent.

         7.11 This Agreement and all other  instruments,  documents,  and papers
which  relate  thereto  which  have  been or may be  hereinafter  furnished  the
Administrative  Agent  may be  reproduced  by the  Administrative  Agent  by any
photographic,   photostatic,   microfilm,  micro-card,  miniature  photographic,
xerographic,  or similar process,  and the Administrative  Agent may destroy the
original from which any document was so reproduced.  Any such reproduction shall
be  admissible   in  evidence  as  the  original   itself  in  any  judicial  or
administrative  proceeding  (whether  or not the  original is in  existence  and
whether or not such reproduction was made in the regular course of business).

         7.12 This Agreement and all rights and obligations hereunder, including
matters of construction, validity and performance, shall be governed by the laws
of  The  Commonwealth  of  Massachusetts.   Fine  Host  submits  itself  to  the
jurisdiction of the Courts of said Commonwealth for all purposes with respect to
this Agreement and Fine Host's relationship with the Administrative Agent.

         7.13 Fine Host shall indemnify, defend, and hold each of the Agents and
the Banks  harmless of and from any claim brought or  threatened  against any of
the  Agents  or the  Banks  by Fine  Host,  any  guarantor  or  endorser  of the
Liabilities, or any other person (as well as from attorneys' reasonable fees and
expenses in connection  therewith) on account of the  relationship of any of the
Agents or the Banks with Fine Host or any other  guarantor  or  endorser  of the
Liabilities (each of which may be defended, compromised,  settled, or pursued by
the  Administrative  Agent,  for the benefit of the Banks and the  Documentation
Agent, with counsel of the Administrative Agent's selection,  but at the expense
of Fine  Host).  Notwithstanding  any other  provision  of this  Agreement,  the
indemnification contained herein shall survive payment of the Liabilities and/or
any  termination,  release,  or  discharge  executed by any of the Agents or the
Banks in favor of Fine Host.

         7.14 This  Agreement  shall  remain  in full  force  and  effect  until
specifically  terminated  in  writing  by  a  duly  authorized  officer  of  the
Administrative  Agent,  or (subject to Section 7.13) until all  Liabilities  are
paid in full.

         7.15 The failure by Fine Host to perform all and  singular  Fine Host's
obligations  hereunder  will result in  irreparable  harm to the  Administrative
Agent for which the  Administrative  Agent will have no adequate  remedy at law.
Consequently,   such   obligations   are   specifically   enforceable   by   the
Administrative Agent.

         7.16     It is intended that:

                  (a)      this Agreement take effect as a sealed instrument;

                  (b) the security interests created by this Agreement attach to
         all of Fine Host's  assets now owned or  hereafter  acquired  which are
         capable of being subject to a security interest;

     (c) the security interests created by this agreement secure all Liabilities
of Fine Host to the  Administrative  Agent,  whether now  existing or  hereafter
arising;

                  (d) all  costs and  expenses  incurred  by the  Administrative
         Agent in connection  with the  Administrative  Agent's  relationship(s)
         with Fine Host shall be borne by Fine Host;

                  (e) the  Administrative  Agent's consent to any action of Fine
         Host which is  prohibited  unless such consent is given may be given or
         refused by the Administrative Agent in its sole discretion; and

     (f) the  Administrative  Agent's  Rights and Remedies  provided  herein are
subject to requirements of applicable law.

         7.17   Fine Host acknowledges having received a copy of this Agreement.

         7.18    Any provision contained herein to the contrary notwithstanding:

                  (i) subject to the  subsection  (iii)  below,  the  Collateral
         hereunder  shall not include any  contract,  agreement or instrument to
         the extent that the assignment contemplated hereunder would require the
         consent or approval of any third party, or would  adversely  affect the
         enforceability  of any such  contract,  agreement or  instrument or the
         requirement  that Fine Host be paid,  repaid or reimbursed in the event
         of  termination  of such  contract,  agreement or  instrument  or would
         constitute a breach or default  under any such  contract,  agreement or
         instrument,  unless  and  until  such  consent  or  approval  has  been
         obtained;

                  (ii)  subject  to  subsection   (iii)  below,  the  Collateral
         hereunder shall not include any liquor license or any other license the
         assignment  of which  would  require  the  consent or  approval  of any
         governmental  authority or agency or other third party unless and until
         such consent or approval has been obtained; and

                  (iii)  unless  an  Event  of  Default  has  occurred  and  the
         Liabilities of Fine Host have been accelerated  pursuant to Section 8.2
         of the Loan  Agreement,  Fine Host shall not be  required  to obtain or
         seek to obtain any consent or approval referred to above.

         To the extent  that any of the  Collateral  is further  assigned to the
Administrative  Agent  pursuant to a collateral  assignment or other  instrument
delivered  by Fine Host to the  Administrative  Agent,  then in the event of any
inconsistency  with respect to matters  relating to such Collateral  between the
provisions  of  such  assignment  or  instrument  and  the  provisions  of  this
Agreement, the provisions of such Assignment or instrument shall control.

     [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


<PAGE>



         IN WITNESS WHEREOF,  the undersigned have executed this Agreement under
seal as of the date first written above.

WITNESS:                      FINE HOST CORPORATION



                              By:
Name                          Name:
                              Title:
                                    Its duly authorized officer


WITNESS:                    BANKBOSTON, N.A., AS
                            ADMINISTRATIVE AGENT



                            By:
Name                        Name:
                            Title:
                                  Its duly authorized officer


<PAGE>



                                    EXHIBIT A

                     Trade Names: legal status; etc. ('3-3)


                                     <PAGE>



                                    EXHIBIT B

                       Other Encumbrances and Liens ('3-4)


                                     <PAGE>



                                    EXHIBIT C

                                Locations ('3-5)





PABOS2:FSH:64756_3

                                                                     EXHIBIT E

                                     FORM OF
                [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT
                (for [Name of Joint Venture Subsidiary Borrower])

         This [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement")
is    made    as    of    July    __,     1997,     by    and     between    (a)
________________________________,  a joint venture (together with its successors
and  assigns,  the  "Joint  Venture  Subsidiary  Borrower")  which is  organized
pursuant to a certain Joint Venture  Agreement,  dated  _________ , by and among
(i) Fine Host Corporation,  a Delaware corporation (together with its successors
and  assigns,  "Fine  Host"),  (ii)  _______________________________  and  (iii)
___________________________,  as  subsequently  amended from time to time (as so
amended, the "Joint Venture Agreement") and whose principal place of business is
at  _________________________________________   and  (b)  BANKBOSTON,  N.A.,  as
Administrative Agent (in such capacity, the "Administrative  Agent") for various
banks and other financial institutions which are or may hereafter become parties
(said  banks  and other  financial  institutions  are  hereinafter  referred  to
collectively  as the "Banks") to that certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host, all of the  Subsidiaries of Fine Host
(including  without  limitation,  the Joint Venture  Subsidiary  Borrower),  the
Administrative  Agent,  USTrust  as  Documentation  Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  the Joint
Venture  Subsidiary  Borrower entered into, among other things, a certain [First
Amended and Restated]  Security  Agreement,  dated as of ___________,  199_ (the
"Existing  Security  Agreement")  by and  between the Joint  Venture  Subsidiary
Borrower  and  USTrust  as  Lender  and Agent  for the  Existing  Banks (in such
capacity,  the "Original  Agent"),  pursuant to which,  among other things,  the
Joint Venture Subsidiary Borrower granted to the Original Agent, for the ratable
benefit of the Existing  Banks,  a security  interest in the assets of the Joint
Venture Subsidiary Borrower, as more particularly  described therein and herein,
to secure all of the obligations and liabilities of the Joint Venture Subsidiary
Borrower to the Existing Banks; and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation,  the Joint Venture  Subsidiary  Borrower)  have  requested  that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for therein  that the Joint  Venture  Subsidiary  Borrower  shall have
amended and  restated in its entirety  the  Existing  Security  Agreement in the
manner provided herein;

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the Joint Venture
Subsidiary Borrower and the Administrative Agent, for the ratable benefit of the
Banks, hereby amend, restate and replace the Existing Security Agreement to read
in its entirety as follows:

Article I.        Grant of Security Interest.

         1.1 To secure the prompt,  punctual,  and faithful  performance  by the
Joint Venture Subsidiary  Borrower of all of the Liabilities,  the Joint Venture
Subsidiary  Borrower hereby grants to the Administrative  Agent, for the ratable
benefit of the Banks, a continuing  security  interest in and to, and assigns to
the  Administrative  Agent,  for the  ratable  benefit of the Banks,  all of the
rights,  title and interests of the Joint Venture Subsidiary Borrower in and to,
the following,  and each item thereof, whether now owned or now due, or in which
the Joint Venture Subsidiary Borrower has an interest,  or hereafter at any time
in the  future,  acquired,  arising,  or to  become  due,  or in which the Joint
Venture  Subsidiary  Borrower obtains an interest,  and all products,  proceeds,
substitutions,  and  accessions  of or to any of the  following  (all of  which,
together with any other  property in which the  Administrative  Agent may in the
future  be  granted  a  security   interest  pursuant  hereto,  is  referred  to
hereinafter as the "Collateral"):  (a) All Accounts and Accounts Receivable; (b)
All Inventory;  (c) All Contract Rights;  (d) All General  Intangibles;  (e) All
Equipment;  (f) All Farm Products;  (g) All Goods;  (h) All Chattel Paper,  Note
Receivables  and  Receivables   (including  but  not  limited  to,  all  license
agreements,  all  management  agreements,  all concession  agreements,  all food
service operation agreements, and all Facilities Agreements);  (i) All Fixtures;
(j) All books, records, and information relating to the Collateral and/or to the
operation of the Joint Venture Subsidiary Borrower's business, and all rights of
access to such books,  records, and information,  and all property in which such
books, records, and information are stored,  recorded, and maintained,  subject,
in the case of  rights  of access  to  premises  not owned by the Joint  Venture
Subsidiary Borrower, to rights of third parties; (k) All Instruments,  Documents
of  Title,  Documents,  policies  and  certificates  of  insurance,  Securities,
deposits,  deposit accounts,  money,  cash, or other property;  (l) All federal,
state,  and local  tax  refunds  and/or  abatements  to which the Joint  Venture
Subsidiary  Borrower  is, or becomes  entitled,  no matter how or when  arising,
including,  but not limited to any loss carryback tax refunds; (m) All insurance
proceeds, refunds, and premium rebates, including, without limitation,  proceeds
of fire and credit insurance, whether any of such proceeds, refunds, and premium
rebates, arise out of the foregoing (a through l), or otherwise;  (n) All liens,
guaranties,  rights, remedies, and privileges pertaining to any of the foregoing
(a through m) including  the right of stoppage in transit;  and (o) All licenses
and permits (including but not limited to, all liquor licenses).

         1.2 The foregoing  grant of a security  interest is in addition to, and
supplemental of, any security interest  previously  granted by the Joint Venture
Subsidiary Borrower to either the Administrative Agent or the Original Agent and
shall continue in full force and effect applicable to all Liabilities and to any
future  advances made by the  Administrative  Agent or any of the Banks to or on
behalf  of the  Joint  Venture  Subsidiary  Borrower  until  this  Agreement  is
specifically  terminated  in  writing  by  a  duly  authorized  officer  of  the
Administrative Agent.

Article II.       Definitions.

         As herein used, the following terms have the following meanings:

         2.1 "Accounts" and "Accounts  Receivable"  means "accounts," as defined
in the UCC,  together with all accounts,  accounts  receivable,  notes,  drafts,
acceptances,  and other  forms of  obligations  and  receivables  and  rights to
payment for credit extended and for goods sold or leased, or services  rendered,
whether or not yet earned by performance; all Inventory which gave rise thereto,
and all rights  associated with such Inventory,  including the right of stoppage
in transit and all reclaimed,  returned,  rejected or repossessed  Inventory (if
any) the sale of which gave rise to any Account.

         2.2 "Contract  Rights" means "contract  rights," as defined in the UCC,
together  with  any  right  to  payment  under  a  contract  not yet  earned  by
performance and not evidenced by an instrument or Chattel Paper.

         2.3  "Costs of  Collection"  means  and  includes  all fees,  costs and
expenses  (including  without  limitation,  all reasonable legal fees, costs and
expenses,  and reasonable costs and expenses associated with travel) incurred by
the Agents in connection  with the  administration  of this Agreement and all of
the other Loan Documents.  Costs of Collection also means and includes all fees,
costs and expenses  (including  without  limitation,  all reasonable legal fees,
costs and expenses,  and reasonable  costs and expenses  associated with travel)
incurred by the Agents and the Banks in connection with preserving,  protecting,
collecting,   or  enforcing  the   Collateral,   the   Liabilities   and/or  the
Administrative  Agent's Rights and Remedies or any of the rights and remedies of
the Agents or the Banks  against or in respect of any  guarantor or other person
liable in respect  of the  Liabilities  (whether  or not suit is  instituted  in
connection  with such  efforts).  The Costs of Collection  shall be added to the
Liabilities  of the Joint  Venture  Subsidiary  Borrower  to the  Agents and the
Banks,  as if such had been lent,  advanced,  and credited by the Agents and the
Banks to, or for the benefit of, the Joint Venture Subsidiary Borrower.

         2.4 "Equipment" means "equipment," as defined in the UCC, together with
all motor vehicles, rolling stock, machinery, office equipment, plant equipment,
tools, dies, molds, store fixtures,  furniture,  and other goods,  property, and
assets  which  are  used  and/or  were  purchased  for use in the  operation  or
furtherance of the Joint Venture Subsidiary Borrower's business.

         2.5 "General  Intangibles"  means "general  intangibles," as defined in
the UCC,  together with all:  rights to payment for credit  extended;  deposits;
amounts due to the Joint Venture Subsidiary Borrower;  credit memoranda in favor
of the  Joint  Venture  Subsidiary  Borrower;  warranty  claims;  all  means and
vehicles of  investment  or hedging,  including,  without  limitation,  options,
warrants, and futures contracts;  records;  customer lists; goodwill;  causes of
action;  judgments;  payments under any settlement or other agreement;  literary
rights; rights to performance;  royalties;  license fees; franchise fees; rights
of admission;  licenses;  franchises;  permits;  certificates of convenience and
necessity, and similar rights granted by any governmental authority; copyrights;
trademarks,  trade names, service marks, patents,  patent applications,  patents
pending,  and other  intellectual  property;  developmental  ideas and concepts;
proprietary processes;  blueprints; drawings; designs; diagrams; plans; reports;
charts; catalogs;  manuals; technical data; computer programs, computer records,
computer software,  rights of access to computer record service bureaus, service
bureau computer contracts,  and computer data; proposals;  costs estimates,  and
other  reproductions  on paper, or otherwise,  of any and all concepts or ideas,
and  any  matter  related  to,  or  connected  with,  the  design,  development,
manufacture,  sale, marketing,  leasing, or use of any or all property produced,
sold, or leased, by the Joint Venture Subsidiary  Borrower or credit extended or
services performed,  by the Joint Venture Subsidiary Borrower,  whether intended
for an  individual  customer  or the  general  business  of  the  Joint  Venture
Subsidiary Borrower,  or used or useful in connection with research by the Joint
Venture Subsidiary Borrower.

         2.6 "Inventory"  means "inventory" as defined in the UCC, together with
all goods, wares,  merchandise,  raw materials, work in process, finished goods,
and all packaging,  advertising, shipping material, and documents related to any
of the foregoing,  and all labels, and other devices, names, or marks affixed or
to be affixed  thereto for  identifying  or selling the same, and other personal
property  of every  description  held for  sale or lease or  furnished  or to be
furnished  under a contract or contracts of sale or service by the Joint Venture
Subsidiary Borrower,  or used or consumed or to be used or consumed in the Joint
Venture Subsidiary Borrower's business,  and all goods of said description which
are in  transit,  and all  returned,  repossessed  and  rejected  goods  of said
description,  and all such goods of said description  which are detained from or
rejected for entry into the United  States,  and all  documents  (whether or not
negotiable) which represent any of the foregoing.

    2.7  "Liabilities" has the meaning given to that term in the Loan Agreement.

         2.8 "Obligations" means the obligations, covenants, representations and
warranties of the Borrowers  (including  without  limitation,  the Joint Venture
Subsidiary  Borrower) to any or all of the Banks,  and the Agents under the Loan
Documents.

         2.9 "Proceeds" means  "proceeds," as defined in the UCC,  together with
insurance  proceeds,  and each type of property  described  in  Sections  1-1(a)
through and including 1-1(o) above.

         2.10 "Receivables  Collateral" refers to that portion of the Collateral
which consists of the Joint Venture  Subsidiary  Borrower's  Accounts,  Accounts
Receivable,  Contract Rights, General Intangibles,  Chattel Paper,  Instruments,
Documents  of Title,  Documents,  Securities,  letters  of credit  and  bankers'
acceptances,  and any rights to payment  now held or in which the Joint  Venture
Subsidiary  Borrower has an interest,  or  hereafter  acquired,  or in which the
Joint Venture Subsidiary Borrower obtains an interest.

Article III.      Representations, Warranties and Covenants.

         3.1 Subject to the  limitations  set forth in Section  7.19 below,  the
Joint  Venture  Subsidiary  Borrower  shall  pay  when due (or on  demand  if so
payable) the Liabilities and promptly,  punctually, and faithfully shall perform
the Obligations.

         3.2 The  execution  and  delivery  of this  Agreement  and of any other
instruments   or   documents   executed  in   connection   herewith   constitute
representations by the Joint Venture Subsidiary Borrower that such execution and
delivery  have  received  all  authorization  as may be necessary to permit such
execution and delivery to, and that they do, bind the Joint  Venture  Subsidiary
Borrower.

     3.3  Exhibit  A  attached  hereto  and  incorporated  herein  by  reference
constitutes a listing of:

     (i) all trade  names  and  trade  styles  under  which  the  Joint  Venture
Subsidiary Borrower presently conducts or ever conducted its business; and

                  (ii) all legal names and legal statuses (such as a corporation
         or  partnership)  under  which the Joint  Venture  Subsidiary  Borrower
         conducts or ever conducted business.

         3.4 The Joint  Venture  Subsidiary  Borrower  is,  and shall  hereafter
remain,  the owner of the Collateral free and clear of all liens,  encumbrances,
attachments,  security interests, purchase money security interests,  mortgages,
and charges with the exceptions of (a) the security interest created herein, and
(b) the security  interests and other  encumbrances (if any) listed on Exhibit B
attached hereto and incorporated  herein by reference or as otherwise  permitted
in the Loan Agreement. The Joint Venture Subsidiary Borrower does not presently,
and shall not  hereafter  have  possession of any property on  consignment.  The
Joint  Venture  Subsidiary  Borrower  shall timely pay all of the Joint  Venture
Subsidiary Borrower's encumbrances which are secured by security interests which
may be superior to that granted the Administrative Agent herein.

         3.5  The  Joint  Venture  Subsidiary   Borrower's  principal  place  of
business,  chief  executive  office  and  mailing  address  is set  forth at the
beginning  of this  Agreement;  set forth on Exhibit C are the  locations of all
Joint  Venture  Subsidiary  Borrower's  other places of business or at which the
Collateral  may be kept or located.  Except to accomplish  sales of Inventory in
the  ordinary  course of business and to utilize  such of the  Collateral  as is
removed from such  locations in the ordinary  course of business  (such as motor
vehicles),  the  Collateral  will be  kept at all  times  at the  Joint  Venture
Subsidiary  Borrower's principal place of business and chief executive office as
set forth at the  beginning of this  Agreement or at the  locations of the Joint
Venture  Subsidiary  Borrower's other places of business as set forth on Exhibit
C. All the  information  contained  in the  Exhibits to this  Agreement is true,
accurate and complete,  and the Joint Venture Subsidiary  Borrower hereby agrees
to furnish the  Administrative  Agent written notice within ten (10) days of any
changes  therein,  or any  additional  information  necessary to insure that the
information contained in the Exhibits remains true, accurate and complete.

         3.6  The  Joint   Venture   Subsidiary   Borrower   shall  provide  the
Administrative  Agent  with  such  information   concerning  the  Joint  Venture
Subsidiary  Borrower,  the  Collateral,  the  operation  of  the  Joint  Venture
Subsidiary  Borrower's  business,  and the Joint Venture  Subsidiary  Borrower's
financial condition as the Administrative Agent may reasonably request from time
to time. All financial  information so provided the Administrative  Agent by the
Joint Venture Subsidiary Borrower shall be prepared in accordance with generally
accepted accounting  principles applied  consistently in the preparation thereof
and with prior periods and shall fairly reflect the matters described therein.

         3.7 The Joint  Venture  Subsidiary  Borrower  shall not sell,  offer to
sell,  lease,  or otherwise  transfer or dispose of the  Collateral  or any part
thereof or any interest therein, except as permitted under the Loan Agreement.

         3.8 The Joint Venture Subsidiary  Borrower shall execute and deliver to
the Administrative Agent such instruments and shall do all such things from time
to time hereafter as the  Administrative  Agent may reasonably  request to carry
into effect the provisions and intent of this Agreement,  to protect and perfect
the  Administrative  Agent's security interest in and to the Collateral,  and to
comply with all  applicable  statutes and laws, and to facilitate the collection
and/or enforcement of Receivables Collateral. Contemporaneous with the execution
of this Agreement,  the Joint Venture Subsidiary Borrower shall execute all such
instruments  as may be  reasonably  required  by the  Administrative  Agent with
respect to the perfection of the security  interests  granted herein,  including
without  limitation,  financing  statements  in such  form  and to be  filed  in
accordance  with the provisions of the Uniform  Commercial Code in such State or
States as the Administrative Agent may determine, and applications for notations
of the  Administrative  Agent as lien holder,  mortgagee,  or the like,  on such
certificates or similar  instruments as may have been issued with respect to the
Joint  Venture  Subsidiary  Borrower's  ownership  of one or more  items  of the
Collateral. A carbon,  photographic,  or other reproduction of this Agreement or
of any financing statement or other instrument executed pursuant to this Section
shall be sufficient for filing to perfect the security interests granted herein.

         3.9 The Joint Venture Subsidiary Borrower shall (a) keep the Collateral
in good  order and  repair;  (b) not  waste or  destroy  or suffer  the waste or
destruction  of the  Collateral of any part thereof;  and (c) not use any of the
Collateral in violation of any policy of insurance thereon.

         3.10 The Joint Venture  Subsidiary  Borrower shall not indirectly do or
cause to be done any act which, if done directly by the Joint Venture Subsidiary
Borrower,  would breach any covenant  contained herein or in any other agreement
between the Joint Venture Subsidiary Borrower and the Administrative Agent.

         3.11 The  representations,  covenants,  and warranties contained herein
are in addition to any others,  previously,  presently, or hereafter made by the
Joint Venture  Subsidiary  Borrower to or with the  Administrative  Agent in any
other instrument.

Article IV. Collection of Accounts, Accounts Receivable, Contract Rights and
               Other Collateral.

         4.1      At any time after one or more Events of Default has occurred:

                  (a) The  Administrative  Agent  may  notify  any of the  Joint
         Venture Subsidiary  Borrower's  account or contract debtors,  either in
         the name of the  Administrative  Agent or the Joint Venture  Subsidiary
         Borrower,  to make payment directly to the Administrative Agent or such
         other address as may be specified by the Administrative  Agent, and may
         advise any person of the  Administrative  Agent's security  interest in
         and to the  Collateral,  and may  collect  directly  from the  obligors
         thereon, all amounts due on account of the Collateral; and

                  (b) At the Administrative  Agent's request,  the Joint Venture
         Subsidiary Borrower will provide written notifications to any or all of
         the Joint Venture  Subsidiary  Borrower's  account or contract  debtors
         concerning  the   Administrative   Agent's  security  interest  in  the
         Collateral  and will  request  that such  account or  contract  debtors
         forward payment thereof directly to the Administrative Agent.

         4.2 At any time after one or more Events of Default has  occurred,  and
after   notification  to  the  Joint  Venture   Subsidiary   Borrower  from  the
Administrative Agent, the Joint Venture Subsidiary Borrower:

                  (a) shall  hold any  proceeds  and  collections  of any of the
         Collateral  in  trust  for the  Administrative  Agent,  and  shall  not
         commingle  such  proceeds  or  collections  with any other funds of the
         Joint Venture Subsidiary Borrower; and

                  (b)  shall  deliver  each  of  the  following  duly  endorsed,
         assigned or otherwise made payable to the Administrative Agent; (i) all
         such proceeds to the Administrative  Agent immediately upon the receipt
         thereof by the Joint Venture Subsidiary  Borrower in the identical form
         received,  and (ii) all  security or  collateral  for,  guaranties  of,
         letters of credit, trade and bankers' acceptances,  and similar letters
         and instruments in respect of any of the Collateral.

         4.3  The  Joint  Venture   Subsidiary   Borrower   hereby   irrevocably
constitutes  and  appoints  the  Administrative   Agent  as  the  Joint  Venture
Subsidiary Borrower's true and lawful attorney,  upon the occurrence of an Event
of Default, with full power of substitution, to convert the Collateral into cash
at the sole risk,  cost, and expense of the Joint Venture  Subsidiary  Borrower,
but for the sole  benefit  of the  Administrative  Agent.  The rights and powers
granted the Administrative  Agent by the within appointment  include but are not
limited to the right and power to:

                  (a)      prosecute, defend, compromise, or release any action
                           relating to the Collateral;

                  (b) sign  change of  address  forms to change  the  address to
         which the Joint Venture Subsidiary Borrower's mail is to be sent as the
         Administrative  Agent  shall  designate;  receive  and open  the  Joint
         Venture Subsidiary Borrower's mail; remove any Collateral therefrom and
         turn over such mail (other than such  Collateral),  either to the Joint
         Venture Subsidiary Borrower, or to any trustee in bankruptcy, receiver,
         assignee for the benefit of creditors of the Joint  Venture  Subsidiary
         Borrower, or other legal representative of the Joint Venture Subsidiary
         Borrower whom the Administrative Agent determines to be the appropriate
         person to whom to so turn over such mail;

                  (c) endorse the name of the Joint Venture Subsidiary  Borrower
         in favor of the Administrative  Agent upon any and all checks,  drafts,
         notes, acceptances, or other items or instruments; sign and endorse the
         name of the Joint  Venture  Subsidiary  Borrower  on,  and  receive  as
         secured  party,  any of the  Collateral,  any  invoices,  schedules  of
         Collateral,  freight or express receipts,  or bills of lading,  storage
         receipts,  warehouse receipts, or other documents of title of a same or
         different nature relating to the Collateral;

                  (d) sign the name of the Joint Venture Subsidiary  Borrower on
         any notice to the Joint Venture  Subsidiary  Borrower's Account Debtors
         or verification of the Receivables  Collateral;  sign the Joint Venture
         Subsidiary  Borrower's name on any proof of claim in bankruptcy against
         Account  Debtors,  notices  of lien,  claims  of  mechanics  liens,  or
         assignments or releases of mechanics' lien securing the Accounts;

     (e) take all such action as may be  necessary  to obtain the payment of any
letter  of  credit  of  which  the  Joint  Venture  Subsidiary   Borrower  is  a
beneficiary;

     (f) repair,  manufacture,  assemble,  complete,  package, deliver, alter or
supply  goods,  if any,  necessary  to fulfill in whole or in part the  purchase
order of any customer of the Joint Venture Subsidiary Borrower;

     (g) use, license,  or transfer any or all General  Intangibles of the Joint
Venture Subsidiary Borrower; or

     (h) sign and file or record any  financing  or other  statement in order to
perfect  or  protect  the  Administrative   Agent's  security  interest  in  the
Collateral.

        4.4 In  connection  with  all  powers  of  attorney  included  in  this
Agreement,  the  Joint  Venture  Subsidiary  Borrower  hereby  grants  unto  the
Administrative  Agent  full  power  to  do  any  and  all  things  necessary  or
appropriate,  in  connection  with the  exercise  of such  powers  as fully  and
effectually  as the Joint  Venture  Subsidiary  Borrower  might or could do, and
hereby  ratifying all that said attorney  shall do or cause to be done by virtue
of this Agreement.

         4.5 The  Administrative  Agent shall not be  obligated to do any of the
acts  or  to  exercise  any  of  the  powers  authorized   herein,  but  if  the
Administrative  Agent  elects to do any such act or to exercise any such powers,
it shall not be  accountable  for more than it actually  receives as a result of
such  exercise  of  power,  and shall not be  responsible  to the Joint  Venture
Subsidiary  Borrower  except  for  the  Administrative  Agent's  actual  willful
misconduct and bad faith.

         4.6  All  powers  conferred  upon  the  Administrative  Agent  by  this
Agreement,  being  coupled with an  interest,  shall be  irrevocable  until this
Agreement is terminated by a written  instrument  executed by a duly  authorized
officer of the Administrative Agent or until all Liabilities are paid in full.

Article V.        Events of Default.

         Upon the  occurrence of any one or more Events of Default,  any and all
Liabilities of the Joint Venture  Subsidiary  Borrower shall become  immediately
due and payable,  as provided in the Loan Agreement.  The occurrence of any such
Event of Default  shall also  constitute,  without  notice or demand,  a default
under  all  other  agreements  between  the  Administrative  Agent and the Joint
Venture Subsidiary Borrower and instruments,  documents, and papers given to the
Administrative  Agent by the Joint  Venture  Subsidiary  Borrower,  whether such
agreements, instruments, or papers now exist or hereafter arise.

Article VI.       Rights And Remedies Upon Default.

         In addition to all of the rights,  remedies,  powers,  privileges,  and
discretions which the  Administrative  Agent is provided prior to the occurrence
of an Event of Default, the Administrative Agent shall have the following Rights
and  Remedies  ("Rights  and  Remedies")  upon the  occurrence  of any  Event of
Default.

         6.1 Upon  the  occurrence  of any  Event  of  Default,  and at any time
thereafter,  the Administrative  Agent shall have all of the Rights and Remedies
of a  secured  party  upon  default  under  the UCC,  in  addition  to which the
Administrative Agent shall have all of the following Rights and Remedies:

     (a) To collect  the  Receivables  Collateral  with or without the taking of
possession of any of the Collateral; and/or

     (b) To take possession of all or any portion of the Collateral;  and/or

     (c) To sell, lease, or otherwise dispose of any or all of the
         Collateral,  in its then  condition or following  such  preparation  or
         processing  as the  Administrative  Agent deems  advisable  and with or
         without the taking of possession of any of the Collateral; and/or

     (d) To apply the Receivables Collateral or the proceeds of the Collateral
         towards (but not necessarily in complete satisfaction of) the
         Liabilities.

         6.2 Any sale or other disposition of the Collateral may be at public or
private  sale upon such  terms and in such  manner as the  Administrative  Agent
deems advisable,  having due regard to compliance with any statute or regulation
which might affect, limit, or apply to the Administrative Agent's disposition of
the  Collateral.  The  Administrative  Agent may  conduct any such sale or other
disposition  of the  Collateral  upon the Joint  Venture  Subsidiary  Borrower's
premises.  Unless the Collateral is perishable or threatens to decline  speedily
in value,  or is of a type  customarily  sold on a  recognized  market (in which
event the  Administrative  Agent  shall  provide  the Joint  Venture  Subsidiary
Borrower with such notice as may be practicable  under the  circumstances),  the
Administrative  Agent shall give the Joint Venture Subsidiary  Borrower at least
the  greater  of the  minimum  notice  required  by law or seven (7) days  prior
written notice of the date,  time, and place of any proposed public sale, and of
the date after which any private sale or other disposition of the Collateral may
be made. The Administrative Agent may purchase the Collateral, or any portion of
it at any sale held under this Article.

         6.3 In  connection  with the  Administrative  Agent's  exercise  of the
Administrative  Agent's rights under this Article,  the Administrative Agent may
enter upon,  occupy, and use any premises owned or occupied by the Joint Venture
Subsidiary Borrower,  and may exclude the Joint Venture Subsidiary Borrower from
such premises or portion thereof as may have been so entered upon, occupied,  or
used by the Administrative  Agent,  subject in any such case to the requirements
of applicable law and to the rights of third parties.  The Administrative  Agent
shall not be required  to remove any of the  Collateral  from any such  premises
upon the Administrative  Agent's taking possession  thereof,  and may render any
Collateral unusable to the Joint Venture Subsidiary Borrower.  In no event shall
the Administrative  Agent be liable to the Joint Venture Subsidiary Borrower for
use of occupancy by the  Administrative  Agent of any premises  pursuant to this
Article,  nor for any  charge  (such as wages for the Joint  Venture  Subsidiary
Borrower's   employees  and   utilities)   incurred  in   connection   with  the
Administrative  Agent's  exercise  of  the  Administrative  Agent's  Rights  and
Remedies.

         6.4  The  Joint  Venture  Subsidiary  Borrower  hereby  grants  to  the
Administrative Agent a nonexclusive irrevocable license to use, apply, and affix
any  trademark,  tradename,  logo,  or the  like  in  which  the  Joint  Venture
Subsidiary Borrower now or hereafter has rights, such license being with respect
to the  Administrative  Agent's  exercise  of the  rights  hereunder  including,
without  limitation,  in connection  with any  completion of the  manufacture of
Inventory or sale or other disposition of Inventory.

         6.5 Upon the  occurrence  of any Event of Default,  the  Administrative
Agent  may  require  the Joint  Venture  Subsidiary  Borrower  to  assemble  the
Collateral  and make it  available  to the  Administrative  Agent  at the  Joint
Venture  Subsidiary  Borrower's sole risk and expense at a place or places which
are reasonably convenient to both the Administrative Agent and the Joint Venture
Subsidiary Borrower.

         6.6 The rights, remedies,  powers,  privileges,  and discretions of the
Administrative   Agent  hereunder  (the   "Administrative   Agent's  Rights  and
Remedies") shall be cumulative and not exclusive of any rights or remedies which
it would  otherwise  have. No delay or omission by the  Administrative  Agent in
exercising  or enforcing  any of the  Administrative  Agent's Right and Remedies
shall  operate  as,  or  constitute,   a  waiver  thereof.   No  waiver  by  the
Administrative  Agent of any Event of Default or of any default  under any other
agreement shall operate as a waiver of any other default  hereunder or under any
other  agreement.  No single or partial  exercise  of any of the  Administrative
Agent's Rights or Remedies,  and no other agreement shall operate as a waiver of
any other  default  hereunder or under any other  agreement or  transaction,  of
whatever  nature  entered  into between the  Administrative  Agent and the Joint
Venture  Subsidiary  Borrower  at any time,  either  express or  implied,  shall
preclude any other or further exercise of the Administrative  Agent's Rights and
Remedies.  No waiver by the  Administrative  Agent of any of the  Administrative
Agent's  Rights and Remedies on any one occasion shall be deemed a waiver on any
subsequent  occasion,  nor shall it be deemed a  continuing  waiver.  All of the
Administrative Agent's Right and Remedies may be exercised by the Administrative
Agent  at  such  time  or  times  and  in  such  order  of   preference  as  the
Administrative Agent in its sole discretion may determine.

Article VII.      General.

         7.1 Any and all  deposits or other sums at any time  credited by or due
to the Joint Venture Subsidiary  Borrower from the  Administrative  Agent or any
Bank or lending  affiliates or any bank acting as a  participant  under any loan
arrangement  between the  Administrative  Agent and the Joint Venture Subsidiary
Borrower, and any cash, securities,  instruments, or other property of the Joint
Venture Subsidiary  Borrower in the possession of the  Administrative  Agent, or
any Bank or any of its banking or lending  affiliates,  and any bank acting as a
participant under any loan arrangement between the Administrative  Agent and the
Joint Venture Subsidiary Borrower, whether for safekeeping,  or otherwise, or in
transit to or from the Administrative Agent or any Bank or any of its banking or
lending  affiliates or any such  participant,  or in the possession of any third
party acting on the  Administrative  Agent's or any Bank's behalf (regardless of
the reason the Administrative Agent or any Bank had received same or whether the
Administrative  Agent or any Bank has conditionally  released the same) shall at
all times constitute security for any and all Liabilities, and may be applied or
set off against such Liabilities at any time after an Event of Default.

         7.2 (a) Except as specifically  required by this  Agreement,  the Joint
         Venture  Subsidiary  Borrower  WAIVES  notice of  non-payment,  demand,
         presentment,  protest,  and all forms of demand and  notice,  both with
         respect to the Liabilities and the Collateral.

                  (b) The Joint Venture Subsidiary Borrower,  if entitled to it,
         WAIVES the right to notice and/or  hearing prior to the exercise of the
         Administrative Agent's rights upon default.

         7.3 The Administrative Agent shall have no duty as to the collection or
protection of the  Collateral  beyond the safe custody of such of the Collateral
as may come in possession of the Administrative  Agent and shall have no duty as
to the  preservation  of  rights  against  prior  parties  or any  other  rights
pertaining  thereto.  The  Administrative  Agent's  Rights and  Remedies  may be
exercised  without resort or regard to any other source of  satisfaction  of the
Liabilities.

         7.4 All notices,  requests and other communications  hereunder shall be
given in the manner provided for in the Loan Agreement.

         7.5 This Agreement  shall be binding upon the Joint Venture  Subsidiary
Borrower and the Joint Venture Subsidiary Borrower's successors, and assigns and
shall inure to the benefit of the  Administrative  Agent and the  Administrative
Agent's  successors  and  assigns.  In the event that the  Administrative  Agent
assigns  or  transfers  its rights  under this  Agreement,  the  assignee  shall
thereupon succeed to and become vested with all rights, powers,  privileges, and
duties of the Administrative  Agent hereunder and the Administrative Agent shall
thereupon be discharged and relieved from its duties and obligations hereunder.

         7.6 Any  determination  that any  provision  of this  Agreement  or any
application thereof is invalid,  illegal, or unenforceable in any respect in any
instance shall not affect the validity,  legality,  and  enforceability  of such
provision in any other instance, or the validity, legality, or enforceability of
any other provision of this Agreement.

         7.7 This  Agreement  and all other  instruments  executed in connection
herewith  incorporate all discussions and negotiations between the Joint Venture
Subsidiary  Borrower and the  Administrative  Agent,  either express or implied,
concerning the matters included herein and in such other instruments, any custom
or usage to the contrary  notwithstanding.  No such  discussions or negotiations
shall limit, modify, or otherwise affect the provisions hereof. No modification,
amendment,  or waiver of any provision of this  Agreement or of any provision of
any other  agreement  between  the Joint  Venture  Subsidiary  Borrower  and the
Administrative  Agent is effective unless executed in writing by the party to be
charged with such  modification,  amendment and waiver, and if such party be the
Administrative Agent, then by a duly authorized officer thereof.

         7.8  The  proceeds  of any  collection,  sale,  or  disposition  of the
Collateral, or of any other payments received hereunder, shall be applied toward
the Liabilities in such order and manner as the Administrative  Agent determines
in  its  sole  discretion,  any  statute,  custom,  or  usage  to  the  contrary
notwithstanding.  The Joint Venture  Subsidiary  Borrower shall remain liable to
the   Administrative   Agent  for  any  deficiency   remaining   following  such
application.

         7.9 The Joint Venture Subsidiary Borrower shall pay on demand all Costs
of Collection and all expenses of the  Administrative  Agent in connection  with
the  preparation,  execution,  and delivery of this  Agreement  and of any other
documents and agreements between the Joint Venture  Subsidiary  Borrower and the
Administrative  Agent,  whether now existing or hereafter arising, and all other
expenses  which may be  incurred by the  Administrative  Agent in  preparing  or
amending this  Agreement and all other  agreements,  instruments,  and documents
related thereto, or otherwise with respect to the Liabilities. The Joint Venture
Subsidiary Borrower authorizes the Administrative Agent to pay all such expenses
and to charge the same to any account of the Joint Venture  Subsidiary  Borrower
with the Administrative Agent.

         7.10 All amounts which the Administrative  Agent may advance under this
Agreement  shall be  included  in the  Liabilities,  shall be  repayable  to the
Administrative  Agent with interest at the highest  pre-default rate charged the
Joint Venture  Subsidiary  Borrower by the  Administrative  Agent under the Loan
Agreement,  on  demand  (and if not paid  within  five (5) days of notice to the
Joint Venture Subsidiary  Borrower,  at the default rate set forth in subsection
3.4(c) of the Loan Agreement,  and may be charged by the Administrative Agent to
any account  which the Joint  Venture  Subsidiary  Borrower  maintains  with the
Administrative Agent.

         7.11 This Agreement and all other  instruments,  documents,  and papers
which  relate  thereto  which  have  been or may be  hereinafter  furnished  the
Administrative  Agent  may be  reproduced  by the  Administrative  Agent  by any
photographic,   photostatic,   microfilm,  micro-card,  miniature  photographic,
xerographic,  or similar process,  and the Administrative  Agent may destroy the
original from which any document was so reproduced.  Any such reproduction shall
be  admissible   in  evidence  as  the  original   itself  in  any  judicial  or
administrative  proceeding  (whether  or not the  original is in  existence  and
whether or not such reproduction was made in the regular course of business).

         7.12 This Agreement and all rights and obligations hereunder, including
matters of construction, validity and performance, shall be governed by the laws
of The  Commonwealth of  Massachusetts.  The Joint Venture  Subsidiary  Borrower
submits itself to the  jurisdiction of the Courts of said  Commonwealth  for all
purposes  with  respect  to this  Agreement  and the  Joint  Venture  Subsidiary
Borrower's relationship with the Administrative Agent.

         7.13 The Joint Venture Subsidiary Borrower shall indemnify, defend, and
hold each of the Agents and the Banks  harmless of and from any claim brought or
threatened  against  any of  the  Agents  or the  Banks  by  the  Joint  Venture
Subsidiary Borrower, any guarantor or endorser of the Liabilities,  or any other
person (as well as from  attorneys'  reasonable  fees and expenses in connection
therewith) on account of the relationship of any of the Agents or the Banks with
the Joint Venture Subsidiary  Borrower or any other guarantor or endorser of the
Liabilities (each of which may be defended, compromised,  settled, or pursued by
the  Administrative  Agent,  for the benefit of the Banks and the  Documentation
Agent, with counsel of the Administrative Agent's selection,  but at the expense
of the Joint Venture Subsidiary  Borrower).  Notwithstanding any other provision
of this Agreement, the indemnification contained herein shall survive payment of
the Liabilities  and/or any termination,  release,  or discharge executed by the
any of the  Agents  or the  Banks  in  favor  of the  Joint  Venture  Subsidiary
Borrower.

         7.14 This  Agreement  shall  remain  in full  force  and  effect  until
specifically  terminated  in  writing  by  a  duly  authorized  officer  of  the
Administrative  Agent,  or (subject to Section 7.13) until all  Liabilities  are
paid in full.

         7.15 The failure by the Joint  Venture  Subsidiary  Borrower to perform
all and singular the Joint Venture Subsidiary  Borrower's  obligations hereunder
will  result  in  irreparable  harm to the  Administrative  Agent  for which the
Administrative  Agent will have no adequate  remedy at law.  Consequently,  such
obligations are specifically enforceable by the Administrative Agent.

         7.16     It is intended that:

                  (a)      this Agreement take effect as a sealed instrument;

                  (b) the security interests created by this Agreement attach to
         all of the Joint  Venture  Subsidiary  Borrower's  assets  now owned or
         hereafter  acquired  which are  capable of being  subject to a security
         interest;

                  (c) the security  interests  created by this agreement  secure
         all  Liabilities  of  the  Joint  Venture  Subsidiary  Borrower  to the
         Administrative Agent, whether now existing or hereafter arising;

                  (d) all  costs and  expenses  incurred  by the  Administrative
         Agent in connection  with the  Administrative  Agent's  relationship(s)
         with the Joint Venture Subsidiary  Borrower shall be borne by the Joint
         Venture Subsidiary Borrower;

                  (e) the  Administrative  Agent's  consent to any action of the
         Joint  Venture  Subsidiary  Borrower  which is  prohibited  unless such
         consent is given may be given or refused by the Administrative Agent in
         its sole discretion; and

     (f) the  Administrative  Agent's  Rights and Remedies  provided  herein are
subject to requirements of applicable law.

     7.17 The Joint Venture Subsidiary  Borrower  acknowledges having received a
copy of the within Agreement.

       
 7.18     Any provision contained herein to the contrary notwithstanding:

                  (i)  subject  to  subsection   (iii)  below,   the  Collateral
         hereunder  shall not include any  contract,  agreement or instrument to
         the extent that the assignment contemplated hereunder would require the
         consent or approval of any third party, or would  adversely  affect the
         enforceability  of any such  contract,  agreement or  instrument or the
         requirement that the Joint Venture Subsidiary  Borrower be paid, repaid
         or reimbursed in the event of termination  of such contract,  agreement
         or  instrument  or would  constitute a breach or default under any such
         contract,  agreement  or  instrument,  unless and until such consent or
         approval has been obtained;

                  (ii)  subject  to  subsection   (iii)  below,  the  Collateral
         hereunder shall not include any liquor license or any other license the
         assignment  of which  would  require  the  consent or  approval  of any
         governmental  authority or agency or other third party unless and until
         such consent or approval has been obtained; and

                  (iii)  unless  an  Event  of  Default  has  occurred  and  the
         Liabilities  of  the  Joint  Venture  Subsidiary   Borrower  have  been
         accelerated  pursuant to Section 8.2 of the Loan  Agreement,  the Joint
         Venture Subsidiary  Borrower shall not be required to obtain or seek to
         obtain any consent or approval referred to above.

         To the extent  that any of the  Collateral  is further  assigned to the
Administrative  Agent  pursuant to a collateral  assignment or other  instrument
delivered by the Joint Venture Subsidiary Borrower to the Administrative  Agent,
then in the event of any inconsistency  with respect to matters relating to such
Collateral  between the  provisions of such  assignment  or  instrument  and the
provisions of this  Agreement,  the provisions of such  Assignment or instrument
shall control.

         7.19  (a)   Notwithstanding  any  other  provision  contained  in  this
Agreement  or in any of the other Loan  Documents  to the  contrary  (including,
without limitation, those relating to indemnification,  costs and expenses), the
Administrative  Agent's  sole  recourse  against  the Joint  Venture  Subsidiary
Borrower under this Agreement for payment of the  Liabilities  and for all other
payments  due  hereunder  shall be against the  Collateral  and all of the other
Joint Venture Collateral of the Joint Venture Subsidiary Borrower, and the Joint
Venture  Subsidiary  Borrower shall not be liable for any unpaid  Liabilities or
for any such other  amount to the extent that the  proceeds of the sale or other
disposition of the Collateral and all such other Joint Venture  Collateral,  are
insufficient to pay such amounts;  provided,  however,  that notwithstanding the
foregoing to the contrary, the Joint Venture Subsidiary Borrower shall be liable
in its individual  capacity to the Administrative  Agent for any loss,  expense,
claim or damage suffered by the  Administrative  Agent as a result of the breach
by the  Joint  Venture  Subsidiary  Borrower  of  any  of  its  representations,
warranties or covenants  contained in this Agreement or in any of the other Loan
Documents  (other  than the  Loan  Agreement)  to which it is a party;  provided
further,  however, that the foregoing provisions of this subsection (a) shall in
no way be deemed to affect (i) any of the  liabilities and obligations of any of
the Borrowers  (other than the Joint  Venture  Subsidiary  Borrower)  under this
Agreement or any of the other Loan Documents; or (ii) the rights or interests of
the  Administrative  Agent in and to the  Collateral  and all such  other  Joint
Venture Collateral of the Joint Venture Subsidiary  Borrower or any part thereof
or any other rights or remedies of the Administrative Agent under this Agreement
or any of the other Loan  Documents  with respect to the  Collateral or all such
other  Joint  Venture  Collateral  or under any  other  document,  agreement  or
instrument securing the Liabilities.

         (b) Notwithstanding any term or provision contained herein or in any of
the other Loan Documents to the contrary (including,  without limitation,  those
relating to  indemnification,  costs and expenses),  the Administrative  Agent's
sole  recourse  hereunder  for  payment  of the  Liabilities  and for all  other
payments  due  hereunder  shall be  against  the  assets  of the  Joint  Venture
Subsidiary  Borrower as and to the extent  provided in the preceding  subsection
(a),  and the  Administrative  Agent shall have no recourse for any such payment
against any of the Joint  Venturers  of the Joint  Venture  Subsidiary  Borrower
(other than Fine Host) or any of their assets,  notwithstanding  that any of the
Joint  Venturers  might otherwise be liable for obligations of the Joint Venture
Subsidiary  Borrower under applicable law, the  organizational  documents of the
Joint Venture  Subsidiary  Borrower or otherwise;  provided,  however,  that the
foregoing  provisions of this subsection (b) shall in no way be deemed to affect
(i) any of the liabilities  and obligations of any of the Borrowers  (other than
the Joint Venture Subsidiary  Borrower) under this Agreement or any of the other
Loan Documents;  or (ii) the rights or interests of the Administrative  Agent in
and to the Collateral and all of the other Joint Venture Collateral of the Joint
Venture Subsidiary  Borrower or any part thereof or any other rights or remedies
of the  Administrative  Agent  under  this  Agreement  or any of the other  Loan
Documents  with  respect  to the  Collateral  and all such other  Joint  Venture
Collateral or under any other  document,  agreement or  instrument  securing the
Liabilities.  In the event of any  inconsistency  between the provisions of this
subsection (b) and the provisions of any of the other Loan Documents (including,
without  limitations,  provisions  relating  to joint and several  liability  or
liability  on the part of any Person  comprising  part of another  Person),  the
provisions of this subsection (b) shall control.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


<PAGE>



         IN WITNESS WHEREOF,  the undersigned have executed this Agreement under
seal on the date first written above.

                             JOINT VENTURE SUBSIDIARY BORROWER:

WITNESS:



                             By:
Name                         Name:
                             Title:
                                    Its duly authorized officer or agent

                             ADMINISTRATIVE AGENT:

WITNESS:                     BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT



                             By:
Name                         Name:
                             Title:
                                    Its duly authorized officer







<PAGE>




                                    EXHIBIT A

                     Trade Names: legal status; etc. ('3-3)


                                     <PAGE>



                                    EXHIBIT B

                       Other Encumbrances and Liens ('3-4)





                                     <PAGE>



                                    EXHIBIT C

                                Locations ('3-5)



61936_4


                                                                       EXHIBIT F
                                     FORM OF
                [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT
                       (for [Name of Subsidiary Borrower])

         This [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement")
is made as of July __,  1997,  by and  between (a)  ________________________,  a
__________________________,   with   its   principal   place  of   business   at
_______________________________________________  (together  with its  successors
and  assigns,   the  "Subsidiary   Borrower")  and  (b)  BANKBOSTON,   N.A.,  as
Administrative Agent (in such capacity, the "Administrative  Agent") for various
banks and other financial institutions which are or may hereafter become parties
(said  banks  and other  financial  institutions  are  hereinafter  referred  to
collectively  as the "Banks") to that certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host  Corporation,  a Delaware  corporation
(together with its successors and assigns, "Fine Host"), all of the Subsidiaries
of Fine Host  (including  without  limitation,  the  Subsidiary  Borrower),  the
Administrative  Agent,  USTrust,  as Documentation  Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS, in connection with the Existing Loan Agreement, the Subsidiary
Borrower  entered  into,  among  other  things,  a certain  [First  Amended  and
Restated]  Security  Agreement,  dated as of  ___________,  199_ (the  "Existing
Security  Agreement"),  by and between the Subsidiary  Borrower and USTrust,  as
Lender  and  Agent  for the  Existing  Banks (in such  capacity,  the  "Original
Agent"),  pursuant to which, among other things, the Subsidiary Borrower granted
to the Original Agent, for the ratable benefit of the Existing Banks, a security
interest  in the  assets  of  the  Subsidiary  Borrower,  as  more  particularly
described  therein and herein,  to secure all of the obligations and liabilities
of the Subsidiary Borrower to the Existing Banks; and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation,  the  Subsidiary  Borrower)  have  requested that the Existing Banks
amend and restate in its  entirety  the  Existing  Loan  Agreement in the manner
provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that the  Subsidiary  Borrower  shall have  amended  and
restated in its entirety the Existing Security  Agreement in the manner provided
herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and  sufficiency  of which are hereby  acknowledged,  the Subsidiary
Borrower and the  Administrative  Agent,  for the ratable  benefit of the Banks,
hereby amend, restate and replace the Existing Security Agreement to read in its
entirety as follows:



<PAGE>

Article I.        Grant of Security Interest.

         1.1 To secure the prompt,  punctual,  and faithful  performance  by the
Subsidiary  Borrower of all of the Liabilities,  the Subsidiary  Borrower hereby
grants to the  Administrative  Agent,  for the ratable  benefit of the Banks,  a
continuing security interest in and to, and assigns to the Administrative Agent,
for the ratable benefit of the Banks, all of the rights,  title and interests of
the Subsidiary Borrower in and to, the following, and each item thereof, whether
now owned or now due, or in which the  Subsidiary  Borrower has an interest,  or
hereafter at any time in the future, acquired,  arising, or to become due, or in
which the Subsidiary Borrower obtains an interest,  and all products,  proceeds,
substitutions,  and  accessions  of or to any of the  following  (all of  which,
together with any other  property in which the  Administrative  Agent may in the
future  be  granted  a  security   interest  pursuant  hereto,  is  referred  to
hereinafter as the "Collateral"):  (a) All Accounts and Accounts Receivable; (b)
All Inventory;  (c) All Contract Rights;  (d) All General  Intangibles;  (e) All
Equipment;  (f) All Farm Products;  (g) All Goods;  (h) All Chattel Paper,  Note
Receivables  and  Receivables   (including  but  not  limited  to,  all  license
Agreements,  all  management  agreements,  all concession  agreements,  all food
service operation agreements, and all Facilities Agreements);  (i) All Fixtures;
(j) All books, records, and information relating to the Collateral and/or to the
operation of the  Subsidiary  Borrower's  business,  and all rights of access to
such books,  records,  and  information,  and all  property in which such books,
records, and information are stored,  recorded, and maintained,  subject, in the
case of rights of access to premises not owned by the  Subsidiary  Borrower,  to
rights of third parties;  (k) All  Instruments,  Documents of Title,  Documents,
policies and certificates of insurance,  Securities, deposits, deposit accounts,
money,  cash, or other property;  (l) All federal,  state, and local tax refunds
and/or abatements to which the Subsidiary  Borrower is, or becomes entitled,  no
matter how or when arising, including, but not limited to any loss carryback tax
refunds; (m) All insurance proceeds,  refunds,  and premium rebates,  including,
without limitation,  proceeds of fire and credit insurance,  whether any of such
proceeds,  refunds,  and premium rebates,  arise out of the foregoing (a through
l), or otherwise;  (n) All liens,  guaranties,  rights, remedies, and privileges
pertaining to any of the foregoing (a through m) including the right of stoppage
in transit;  and (o) All licenses and permits (including but not limited to, all
liquor licenses).


<PAGE>


         1.2 The foregoing  grant of a security  interest is in addition to, and
supplemental  of, any security  interest  previously  granted by the  Subsidiary
Borrower  to either  the  Administrative  Agent or the  Original  Bank and shall
continue  in full  force and effect  applicable  to all  Liabilities  and to any
future  advances made by the  Administrative  Agent or any of the Banks to or on
behalf  of  the  Subsidiary   Borrower  until  this  Agreement  is  specifically
terminated in writing by a duly authorized officer of the Administrative Agent.

Article II.       Definitions.

         As herein used, the following terms have the following meanings:

         2.1 "Accounts" and "Accounts  Receivable"  means "accounts," as defined
in the UCC,  together with all accounts,  accounts  receivable,  notes,  drafts,
acceptances,  and other  forms of  obligations  and  receivables  and  rights to
payment for credit extended and for goods sold or leased, or services  rendered,
whether or not yet earned by performance; all Inventory which gave rise thereto,
and all rights  associated with such Inventory,  including the right of stoppage
in transit and all reclaimed,  returned,  rejected or repossessed  Inventory (if
any) the sale of which gave rise to any Account.

         2.2 "Contract  Rights" means "contract  rights," as defined in the UCC,
together  with  any  right  to  payment  under  a  contract  not yet  earned  by
performance and not evidenced by an instrument or Chattel Paper.

         2.3  "Costs of  Collection"  means  and  includes  all fees,  costs and
expenses  (including  without  limitation,  all reasonable legal fees, costs and
expenses,  and reasonable costs and expenses associated with travel) incurred by
the Agents in connection  with the  administration  of this Agreement and all of
the other Loan Documents.  Costs of Collection also means and includes all fees,
costs and expenses  (including  without  limitation,  all reasonable legal fees,
costs and expenses,  and reasonable  costs and expenses  associated with travel)
incurred by the Agents and the Banks in connection with preserving,  protecting,
collecting,   or  enforcing  the   Collateral,   the   Liabilities   and/or  the
Administrative  Agent's Rights and Remedies or any of the rights and remedies of
the Agents or the Banks  against or in respect of any  guarantor or other person
liable in respect  of the  Liabilities  (whether  or not suit is  instituted  in
connection  with such  efforts).  The Costs of Collection  shall be added to the
Liabilities of the Subsidiary  Borrower to the Agents and the Banks,  as if such
had been lent, advanced, and credited by the Agents and the Banks to, or for the
benefit of, the Subsidiary Borrower.

         2.4 "Equipment" means "equipment," as defined in the UCC, together with
all motor vehicles, rolling stock, machinery, office equipment, plant equipment,
tools, dies, molds, store fixtures,  furniture,  and other goods,  property, and
assets  which  are  used  and/or  were  purchased  for use in the  operation  or
furtherance of the Subsidiary Borrower's business.



<PAGE>


         2.5 "General  Intangibles"  means "general  intangibles," as defined in
the UCC,  together with all:  rights to payment for credit  extended;  deposits;
amounts  due to the  Subsidiary  Borrower;  credit  memoranda  in  favor  of the
Subsidiary  Borrower;  warranty claims;  all means and vehicles of investment or
hedging,   including,   without  limitation,   options,  warrants,  and  futures
contracts;  records;  customer  lists;  goodwill;  causes of action;  judgments;
payments under any settlement or other  agreement;  literary  rights;  rights to
performance;  royalties;  license  fees;  franchise  fees;  rights of admission;
licenses;  franchises;  permits;  certificates of convenience and necessity, and
similar rights granted by any governmental  authority;  copyrights;  trademarks,
trade names, service marks, patents,  patent applications,  patents pending, and
other  intellectual  property;  developmental  ideas and  concepts;  proprietary
processes;  blueprints;  drawings;  designs;  diagrams;  plans; reports; charts;
catalogs; manuals; technical data; computer programs, computer records, computer
software,  rights of access to computer record service  bureaus,  service bureau
computer contracts,  and computer data;  proposals;  costs estimates,  and other
reproductions on paper, or otherwise,  of any and all concepts or ideas, and any
matter  related to, or connected  with,  the design,  development,  manufacture,
sale,  marketing,  leasing,  or use of any or all property  produced,  sold,  or
leased, by the Subsidiary Borrower or credit extended or services performed,  by
the  Subsidiary  Borrower,  whether  intended for an individual  customer or the
general  business of the  Subsidiary  Borrower,  or used or useful in connection
with research by the Subsidiary Borrower.

         2.6 "Inventory"  means "inventory" as defined in the UCC, together with
all goods, wares,  merchandise,  raw materials, work in process, finished goods,
and all packaging,  advertising, shipping material, and documents related to any
of the foregoing,  and all labels, and other devices, names, or marks affixed or
to be affixed  thereto for  identifying  or selling the same, and other personal
property  of every  description  held for  sale or lease or  furnished  or to be
furnished  under a contract or  contracts  of sale or service by the  Subsidiary
Borrower,  or used or  consumed  or to be used  or  consumed  in the  Subsidiary
Borrower's business, and all goods of said description which are in transit, and
all returned,  repossessed and rejected goods of said description,  and all such
goods of said description which are detained from or rejected for entry into the
United States, and all documents (whether or not negotiable) which represent any
of the foregoing.

    2.7  "Liabilities" has the meaning given to that term in the Loan Agreement.

         2.8 "Obligations" means the obligations, covenants, representations and
warranties  of the  Borrowers  (including  without  limitation,  the  Subsidiary
Borrower) to any or all of the Banks, and the Agents under the Loan Documents.

         2.9 "Proceeds" means  "proceeds," as defined in the UCC,  together with
insurance  proceeds,  and each type of property  described  in  Sections  1-1(a)
through and including 1-1(o) above.

         2.10 "Receivables  Collateral" refers to that portion of the Collateral
which  consists of the  Subsidiary  Borrower's  Accounts,  Accounts  Receivable,
Contract Rights, General Intangibles,  Chattel Paper, Instruments,  Documents of
Title, Documents,  Securities,  letters of credit and bankers' acceptances,  and
any  rights to  payment  now held or in which  the  Subsidiary  Borrower  has an
interest,  or hereafter acquired, or in which the Subsidiary Borrower obtains an
interest.

Article III.      Representations, Warranties and Covenants.

         3.1 The  Subsidiary  Borrower  shall  pay when due (or on  demand if so
payable) the Liabilities and promptly,  punctually, and faithfully shall perform
the Obligations.

         3.2 The Subsidiary  Borrower presently is and shall hereafter remain in
good standing as a corporation  in that State  indicated in the Preamble of this
Agreement and is and shall hereafter  remain duly qualified and in good standing
in every  other  State in  which,  by reason of the  nature or  location  of the
Subsidiary Borrower's assets or operation of the Subsidiary Borrower's business,
such qualification may be necessary, except those States in which the failure to
qualify and remain in good standing  would not have a Material  Adverse  Effect.
The execution and delivery of this  Agreement  and of any other  instruments  or
documents  executed in connection  herewith  constitute  representations  by the
Subsidiary   Borrower  that  such  execution  and  delivery  have  received  all
authorization  as may be necessary to permit such execution and delivery to, and
that they do, bind the Subsidiary Borrower.

         3.3     Exhibit A attached hereto and incorporated herein by reference
                 constitutes a listing of:

     (i) all trade names and trade  styles under which the  Subsidiary  Borrower
presently conducts or ever conducted its business; and

     (ii)  all  legal  names  and  legal  statuses  (such  as a  corporation  or
partnership)  under which the  Subsidiary  Borrower  conducts or ever  conducted
business.

         3.4 The Subsidiary  Borrower is, and shall hereafter remain,  the owner
of the  Collateral  free and  clear  of all  liens,  encumbrances,  attachments,
security interests,  purchase money security interests,  mortgages,  and charges
with the exceptions of (a) the security  interest  created  herein,  and (b) the
security  interests and other encumbrances (if any) listed on Exhibit B attached
hereto and  incorporated  herein by reference  or as otherwise  permitted in the
Loan  Agreement.  The  Subsidiary  Borrower  does not  presently,  and shall not
hereafter  have  possession  of any  property  on  consignment.  The  Subsidiary
Borrower shall timely pay all of the Subsidiary  Borrower's  encumbrances  which
are secured by  security  interests  which may be  superior to that  granted the
Administrative Agent herein.

         3.5 The  Subsidiary  Borrower's  principal  place  of  business,  chief
executive  office  and  mailing  address is set forth at the  beginning  of this
Agreement; set forth on Exhibit C are the locations of all Subsidiary Borrower's
other  places of  business  or at which the  Collateral  may be kept or located.
Except to accomplish  sales of Inventory in the ordinary  course of business and
to utilize  such of the  Collateral  as is removed  from such  locations  in the
ordinary  course of business (such as motor  vehicles),  the Collateral  will be
kept at all times at the Subsidiary  Borrower's  principal place of business and
chief executive office as set forth at the beginning of this Agreement or at the
locations of the Subsidiary  Borrower's other places of business as set forth on
Exhibit C. All the  information  contained in the Exhibits to this  Agreement is
true,  accurate and  complete,  and the  Subsidiary  Borrower  hereby  agrees to
furnish the  Administrative  Agent  written  notice  within ten (10) days of any
changes  therein,  or any  additional  information  necessary to insure that the
information contained in the Exhibits remains true, accurate and complete.

         3.6 The Subsidiary Borrower shall provide the Administrative Agent with
such  information  concerning  the  Subsidiary  Borrower,  the  Collateral,  the
operation of the Subsidiary  Borrower's business,  and the Subsidiary Borrower's
financial condition as the Administrative Agent may reasonably request from time
to time. All financial  information so provided the Administrative  Agent by the
Subsidiary  Borrower  shall be prepared in accordance  with  generally  accepted
accounting  principles applied  consistently in the preparation thereof and with
prior periods and shall fairly reflect the matters described therein.

         3.7  All  covenants,   representations,  and  warranties  made  by  the
Subsidiary  Borrower  pursuant  to the terms of the Loan  Agreement  are  hereby
incorporated  herein by  reference,  and all  provisions  of the Loan  Agreement
granting the Administrative Agent rights,  privileges,  or remedies are likewise
also incorporated herein by reference.

         3.8 The Subsidiary  Borrower shall not sell,  offer to sell,  lease, or
otherwise  transfer  or dispose  of the  Collateral  or any part  thereof or any
interest therein, except as permitted under the Loan Agreement.

         3.9  The   Subsidiary   Borrower  shall  execute  and  deliver  to  the
Administrative  Agent such instruments and shall do all such things from time to
time hereafter as the Administrative  Agent may reasonably request to carry into
effect the provisions and intent of this  Agreement,  to protect and perfect the
Administrative Agent's security interest in and to the Collateral, and to comply
with all applicable  statutes and laws, and to facilitate the collection  and/or
enforcement of  Receivables  Collateral.  Contemporaneous  with the execution of
this Agreement,  the Subsidiary  Borrower shall execute all such  instruments as
may be  reasonably  required  by the  Administrative  Agent with  respect to the
perfection  of  the  security   interests  granted  herein,   including  without
limitation, financing statements in such form and to be filed in accordance with
the  provisions  of the Uniform  Commercial  Code in such State or States as the
Administrative  Agent may  determine,  and  applications  for  notations  of the
Administrative  Agent  as  lien  holder,   mortgagee,   or  the  like,  on  such
certificates or similar  instruments as may have been issued with respect to the
Subsidiary  Borrower's  ownership  of one or more  items  of the  Collateral.  A
carbon,  photographic,  or  other  reproduction  of  this  Agreement  or of  any
financing  statement or other instrument executed pursuant to this Section shall
be sufficient for filing to perfect the security interests granted herein.

         3.10 The  Subsidiary  Borrower  shall (a) keep the  Collateral  in good
order and repair; (b) not waste or destroy or suffer the waste or destruction of
the  Collateral  of any part thereof;  and (c) not use any of the  Collateral in
violation of any policy of insurance thereon.

         3.11 The  Subsidiary  Borrower  shall not  indirectly do or cause to be
done any act which,  if done directly by the Subsidiary  Borrower,  would breach
any covenant  contained herein or in any other agreement  between the Subsidiary
Borrower and the Administrative Agent.

         3.12 The representations, covenants and warranties contained herein are
in addition to any  others,  previously,  presently,  or  hereafter  made by the
Subsidiary Borrower to or with the Administrative Agent in any other instrument.

Article IV.       Collection of Accounts, Accounts Receivable, Contract Rights
                  and Other Collateral.

         4.1      At any time after one or more Events of Default has occurred:

                  (a) The Administrative  Agent may notify any of the Subsidiary
         Borrower's  account  or  contract  debtors,  either  in the name of the
         Administrative  Agent  or the  Subsidiary  Borrower,  to  make  payment
         directly to the  Administrative  Agent or such other  address as may be
         specified by the Administrative Agent, and may advise any person of the
         Administrative Agent's security interest in and to the Collateral,  and
         may collect  directly  from the  obligors  thereon,  all amounts due on
         account of the Collateral; and

                  (b) At the  Administrative  Agent's  request,  the  Subsidiary
         Borrower  will  provide  written  notifications  to  any  or all of the
         Subsidiary  Borrower's  account  or  contract  debtors  concerning  the
         Administrative  Agent's  security  interest in the  Collateral and will
         request that such account or contract  debtors  forward payment thereof
         directly to the Administrative Agent.

         4.2 At any time after one or more Events of Default has  occurred,  and
after notification to the Subsidiary Borrower from the Administrative Agent, the
Subsidiary Borrower:

                  (a) shall  hold any  proceeds  and  collections  of any of the
         Collateral  in  trust  for the  Administrative  Agent,  and  shall  not
         commingle  such  proceeds  or  collections  with any other funds of the
         Subsidiary Borrower; and

                  (b)  shall  deliver  each  of  the  following  duly  endorsed,
         assigned or otherwise made payable to the Administrative Agent; (i) all
         such proceeds to the Administrative  Agent immediately upon the receipt
         thereof by the Subsidiary Borrower in the identical form received,  and
         (ii) all security or collateral for,  guaranties of, letters of credit,
         trade and bankers' acceptances,  and similar letters and instruments in
         respect of any of the Collateral.

         4.3 The Subsidiary Borrower hereby irrevocably constitutes and appoints
the Administrative Agent as the Subsidiary  Borrower's true and lawful attorney,
upon the occurrence of an Event of Default, with full power of substitution,  to
convert  the  Collateral  into cash at the sole risk,  cost,  and expense of the
Subsidiary Borrower,  but for the sole benefit of the Administrative  Agent. The
rights and powers  granted the  Administrative  Agent by the within  appointment
include but are not limited to the right and power to:

                  (a)      prosecute, defend, compromise, or release any action
                           relating to the Collateral;

                  (b) sign  change of  address  forms to change  the  address to
         which   the   Subsidiary   Borrower's   mail  is  to  be  sent  as  the
         Administrative  Agent shall designate;  receive and open the Subsidiary
         Borrower's  mail;  remove any  Collateral  therefrom and turn over such
         mail (other than such Collateral),  either to the Subsidiary  Borrower,
         or to any trustee in bankruptcy,  receiver, assignee for the benefit of
         creditors of the Subsidiary Borrower,  or other legal representative of
         the Subsidiary Borrower whom the Administrative  Agent determines to be
         the appropriate person to whom to so turn over such mail;

                  (c)  endorse the name of the  Subsidiary  Borrower in favor of
         the  Administrative  Agent  upon  any and all  checks,  drafts,  notes,
         acceptances,  or other items or instruments;  sign and endorse the name
         of the Subsidiary Borrower on, and receive as secured party, any of the
         Collateral, any invoices,  schedules of Collateral,  freight or express
         receipts, or bills of lading, storage receipts,  warehouse receipts, or
         other documents of title of a same or different  nature relating to the
         Collateral;

                  (d) sign the name of the Subsidiary  Borrower on any notice to
         the  Subsidiary  Borrower's  Account  Debtors  or  verification  of the
         Receivables  Collateral;  sign the  Subsidiary  Borrower's  name on any
         proof of claim in bankruptcy against Account Debtors,  notices of lien,
         claims of mechanics  liens,  or  assignments  or releases of mechanics'
         lien securing the Accounts;

                  (e)       take all such action as may be necessary to obtain
         the payment of any letter of credit of which the Subsidiary Borrower
         is a beneficiary;

                  (f) repair, manufacture, assemble, complete, package, deliver,
         alter or supply goods, if any, necessary to fulfill in whole or in part
         the purchase order of any customer of the Subsidiary Borrower;

                  (g)      use, license, or transfer any or all General
                           Intangibles of the Subsidiary Borrower; or

                  (h) sign and file or record any  financing or other  statement
         in order to perfect  or protect  the  Administrative  Agent's  security
         interest in the Collateral.

         4.4 In  connection  with  all  powers  of  attorney  included  in  this
Agreement,  the Subsidiary Borrower hereby grants unto the Administrative  Agent
full power to do any and all things necessary or appropriate, in connection with
the exercise of such powers as fully and effectually as the Subsidiary  Borrower
might or could do, and hereby ratifying all that said attorney shall do or cause
to be done by virtue of this Agreement.

         4.5 The  Administrative  Agent shall not be  obligated to do any of the
acts  or  to  exercise  any  of  the  powers  authorized   herein,  but  if  the
Administrative  Agent  elects to do any such act or to exercise any such powers,
it shall not be  accountable  for more than it actually  receives as a result of
such exercise of power, and shall not be responsible to the Subsidiary  Borrower
except for the Administrative Agent's actual willful misconduct and bad faith.

         4.6  All  powers  conferred  upon  the  Administrative  Agent  by  this
Agreement,  being  coupled with an  interest,  shall be  irrevocable  until this
Agreement is terminated by a written  instrument  executed by a duly  authorized
officer of the Administrative Agent or until all Liabilities are paid in full.

Article V.        Events of Default.

         Upon the  occurrence of any one or more Events of Default,  any and all
Liabilities of the Subsidiary Borrower shall become immediately due and payable,
as provided in the Loan  Agreement.  The occurrence of any such Event of Default
shall  also  constitute,  without  notice or demand,  a default  under all other
agreements  between the  Administrative  Agent and the  Subsidiary  Borrower and
instruments,  documents,  and papers  given to the  Administrative  Agent by the
Subsidiary Borrower, whether such agreements,  instruments,  or papers now exist
or hereafter arise.

Article VI.       Rights And Remedies Upon Default.

         In addition to all of the rights,  remedies,  powers,  privileges,  and
discretions which the  Administrative  Agent is provided prior to the occurrence
of an Event of Default, the Administrative Agent shall have the following Rights
and  Remedies  ("Rights  and  Remedies")  upon the  occurrence  of any  Event of
Default.

         6.1 Upon  the  occurrence  of any  Event  of  Default,  and at any time
thereafter,  the Administrative  Agent shall have all of the Rights and Remedies
of a  secured  party  upon  default  under  the UCC,  in  addition  to which the
Administrative Agent shall have all of the following Rights and Remedies:

                  (a)  To collect the Receivables Collateral with or
                       without the taking of possession of any of the
                       Collateral; and/or

                  (b)  To take possession of all or any portion of the
                       Collateral; and/or

                  (c) To sell,  lease, or otherwise dispose of any or all of the
         Collateral,  in its then  condition or following  such  preparation  or
         processing  as the  Administrative  Agent deems  advisable  and with or
         without the taking of possession of any of the Collateral; and/or

                  (d)      To apply the Receivables Collateral or the proceeds
         of the Collateral towards (but not necessarily in complete
         satisfaction of) the Liabilities.

         6.2 Any sale or other disposition of the Collateral may be at public or
private  sale upon such  terms and in such  manner as the  Administrative  Agent
deems advisable,  having due regard to compliance with any statute or regulation
which might affect, limit, or apply to the Administrative Agent's disposition of
the  Collateral.  The  Administrative  Agent may  conduct any such sale or other
disposition of the Collateral upon the Subsidiary  Borrower's  premises.  Unless
the Collateral is perishable or threatens to decline speedily in value, or is of
a  type   customarily   sold  on  a  recognized   market  (in  which  event  the
Administrative  Agent shall provide the Subsidiary  Borrower with such notice as
may be practicable under the circumstances), the Administrative Agent shall give
the Subsidiary  Borrower at least the greater of the minimum notice  required by
law or seven (7) days prior written  notice of the date,  time, and place of any
proposed  public  sale,  and of the date after which any  private  sale or other
disposition of the Collateral may be made. The Administrative Agent may purchase
the Collateral, or any portion of it at any sale held under this Article.

         6.3 In  connection  with the  Administrative  Agent's  exercise  of the
Administrative  Agent's rights under this Article,  the Administrative Agent may
enter upon,  occupy,  and use any premises  owned or occupied by the  Subsidiary
Borrower,  and may exclude the Subsidiary Borrower from such premises or portion
thereof  as  may  have  been  so  entered  upon,   occupied,   or  used  by  the
Administrative Agent, subject in any such case to the requirements of applicable
law and to the rights of third parties.  The  Administrative  Agent shall not be
required  to  remove  any of the  Collateral  from  any such  premises  upon the
Administrative  Agent's taking possession thereof, and may render any Collateral
unusable to the Subsidiary Borrower.  In no event shall the Administrative Agent
be liable to the Subsidiary  Borrower for use of occupancy by the Administrative
Agent of any  premises  pursuant to this  Article,  nor for any charge  (such as
wages  for the  Subsidiary  Borrower's  employees  and  utilities)  incurred  in
connection  with  the  Administrative  Agent's  exercise  of the  Administrative
Agent's Rights and Remedies.

         6.4 The Subsidiary Borrower hereby grants to the Administrative Agent a
nonexclusive  irrevocable  license  to use,  apply,  and  affix  any  trademark,
tradename,  logo, or the like in which the Subsidiary  Borrower now or hereafter
has  rights,  such  license  being with  respect to the  Administrative  Agent's
exercise of the rights hereunder  including,  without limitation,  in connection
with any completion of the manufacture of Inventory or sale or other disposition
of Inventory.

         6.5 Upon the  occurrence  of any Event of Default,  the  Administrative
Agent may require the Subsidiary Borrower to assemble the Collateral and make it
available to the Administrative Agent at the Subsidiary Borrower's sole risk and
expense  at a place  or  places  which  are  reasonably  convenient  to both the
Administrative Agent and the Subsidiary Borrower.

         6.6 The rights, remedies,  powers,  privileges,  and discretions of the
Administrative   Agent  hereunder  (the   "Administrative   Agent's  Rights  and
Remedies") shall be cumulative and not exclusive of any rights or remedies which
it would  otherwise  have. No delay or omission by the  Administrative  Agent in
exercising  or enforcing  any of the  Administrative  Agent's Right and Remedies
shall  operate  as,  or  constitute,   a  waiver  thereof.   No  waiver  by  the
Administrative  Agent of any Event of Default or of any default  under any other
agreement shall operate as a waiver of any other default  hereunder or under any
other  agreement.  No single or partial  exercise  of any of the  Administrative
Agent's Rights or Remedies,  and no other agreement shall operate as a waiver of
any other  default  hereunder or under any other  agreement or  transaction,  of
whatever nature entered into between the Administrative Agent and the Subsidiary
Borrower at any time,  either  express or implied,  shall  preclude any other or
further exercise of the Administrative Agent's Rights and Remedies. No waiver by
the  Administrative  Agent  of any  of the  Administrative  Agent's  Rights  and
Remedies  on any one  occasion  shall  be  deemed  a  waiver  on any  subsequent
occasion,  nor shall it be deemed a continuing waiver. All of the Administrative
Agent's Right and Remedies may be exercised by the Administrative  Agent at such
time or times and in such order of preference as the Administrative Agent in its
sole discretion may determine.

Article VII.               General.

         7.1 Any and all  deposits or other sums at any time  credited by or due
to the Subsidiary Borrower from the Administrative  Agent or any Bank or lending
affiliates  or any bank  acting  as a  participant  under  any loan  arrangement
between the  Administrative  Agent and the  Subsidiary  Borrower,  and any cash,
securities,  instruments,  or other property of the  Subsidiary  Borrower in the
possession  of the  Administrative  Agent,  or any Bank or any of its banking or
lending  affiliates,  and any  bank  acting  as a  participant  under  any  loan
arrangement  between  the  Administrative  Agent  and the  Subsidiary  Borrower,
whether  for  safekeeping,   or  otherwise,   or  in  transit  to  or  from  the
Administrative  Agent or any Bank or any of its banking or lending affiliates or
any such  participant,  or in the  possession  of any third party  acting on the
Administrative  Agent's  or any  Bank's  behalf  (regardless  of the  reason the
Administrative Agent or any Bank had received same or whether the Administrative
Agent  or any Bank has  conditionally  released  the  same)  shall at all  times
constitute  security for any and all Liabilities,  and may be applied or set off
against such Liabilities at any time after an Event of Default.

         7.2  (a)  Except  as  specifically  required  by  this  Agreement,  the
         Subsidiary Borrower WAIVES notice of non-payment,  demand, presentment,
         protest,  and all forms of demand and notice,  both with respect to the
         Liabilities and the Collateral.

                  (b) The  Subsidiary  Borrower,  if entitled to it,  WAIVES the
         right  to  notice   and/or   hearing  prior  to  the  exercise  of  the
         Administrative Agent's rights upon default.

         7.3 The Administrative Agent shall have no duty as to the collection or
protection of the  Collateral  beyond the safe custody of such of the Collateral
as may come in possession of the Administrative  Agent and shall have no duty as
to the  preservation  of  rights  against  prior  parties  or any  other  rights
pertaining  thereto.  The  Administrative  Agent's  Rights and  Remedies  may be
exercised  without resort or regard to any other source of  satisfaction  of the
Liabilities.

         7.4 All notices,  requests and other communications  hereunder shall be
given in the manner provided for in the Loan Agreement.

         7.5 This Agreement  shall be binding upon the  Subsidiary  Borrower and
the Subsidiary Borrower's successors, and assigns and shall inure to the benefit
of the  Administrative  Agent  and the  Administrative  Agent's  successors  and
assigns.  In the event that the  Administrative  Agent  assigns or transfers its
rights under this Agreement,  the assignee shall thereupon succeed to and become
vested with all rights,  powers,  privileges,  and duties of the  Administrative
Agent hereunder and the  Administrative  Agent shall thereupon be discharged and
relieved from its duties and obligations hereunder.

         7.6 Any  determination  that any  provision  of this  Agreement  or any
application thereof is invalid,  illegal, or unenforceable in any respect in any
instance shall not affect the validity,  legality,  and  enforceability  of such
provision in any other instance, or the validity, legality, or enforceability of
any other provision of this Agreement.

         7.7 This  Agreement  and all other  instruments  executed in connection
herewith  incorporate all discussions  and  negotiations  between the Subsidiary
Borrower and the Administrative Agent, either express or implied, concerning the
matters  included herein and in such other  instruments,  any custom or usage to
the contrary  notwithstanding.  No such discussions or negotiations shall limit,
modify, or otherwise affect the provisions  hereof. No modification,  amendment,
or waiver of any  provision of this  Agreement or of any  provision of any other
agreement  between  the  Subsidiary  Borrower  and the  Administrative  Agent is
effective  unless  executed  in  writing  by the party to be  charged  with such
modification,  amendment  and  waiver,  and if such party be the  Administrative
Agent, then by a duly authorized officer thereof.

         7.8  The  proceeds  of any  collection,  sale,  or  disposition  of the
Collateral, or of any other payments received hereunder, shall be applied toward
the Liabilities in such order and manner as the Administrative  Agent determines
in  its  sole  discretion,  any  statute,  custom,  or  usage  to  the  contrary
notwithstanding.   The   Subsidiary   Borrower   shall  remain   liable  to  the
Administrative Agent for any deficiency remaining following such application.

         7.9 The Subsidiary Borrower shall pay on demand all Costs of Collection
and all expenses of the Administrative Agent in connection with the preparation,
execution,  and  delivery  of this  Agreement  and of any  other  documents  and
agreements between the Subsidiary Borrower and the Administrative Agent, whether
now existing or hereafter arising,  and all other expenses which may be incurred
by the  Administrative  Agent in preparing or amending  this  Agreement  and all
other agreements,  instruments, and documents related thereto, or otherwise with
respect  to  the   Liabilities.   The   Subsidiary   Borrower   authorizes   the
Administrative  Agent to pay all such  expenses  and to  charge  the same to any
account of the Subsidiary Borrower with the Administrative Agent.

         7.10 All amounts which the Administrative  Agent may advance under this
Agreement  shall be  included  in the  Liabilities,  shall be  repayable  to the
Administrative  Agent with interest at the highest  pre-default rate charged the
Subsidiary  Borrower by the  Administrative  Agent under the Loan Agreement,  on
demand  (and if not  paid  within  five  (5) days of  notice  to the  Subsidiary
Borrower,  at the  default  rate set  forth  in  subsection  3.4(c)  of the Loan
Agreement,  and may be charged by the Administrative  Agent to any account which
the Subsidiary Borrower maintains with the Administrative Agent.

         7.11 This Agreement and all other  instruments,  documents,  and papers
which  relate  thereto  which  have  been or may be  hereinafter  furnished  the
Administrative  Agent  may be  reproduced  by the  Administrative  Agent  by any
photographic,   photostatic,   microfilm,  micro-card,  miniature  photographic,
xerographic,  or similar process,  and the Administrative  Agent may destroy the
original from which any document was so reproduced.  Any such reproduction shall
be  admissible   in  evidence  as  the  original   itself  in  any  judicial  or
administrative  proceeding  (whether  or not the  original is in  existence  and
whether or not such reproduction was made in the regular course of business).

         7.12 This Agreement and all rights and obligations hereunder, including
matters of construction, validity and performance, shall be governed by the laws
of The Commonwealth of Massachusetts.  The Subsidiary Borrower submits itself to
the  jurisdiction  of the  Courts of said  Commonwealth  for all  purposes  with
respect to this Agreement and the Subsidiary  Borrower's  relationship  with the
Administrative Agent.

         7.13 The Subsidiary Borrower shall indemnify,  defend, and hold each of
the Agents and the Banks  harmless of and from any claim  brought or  threatened
against any of the Agents or the Banks by the Subsidiary Borrower, any guarantor
or endorser of the Liabilities,  or any other person (as well as from attorneys'
reasonable  fees  and  expenses  in  connection  therewith)  on  account  of the
relationship  of any of the Agents or the Banks with the Subsidiary  Borrower or
any  other  guarantor  or  endorser  of the  Liabilities  (each of which  may be
defended, compromised,  settled, or pursued by the Administrative Agent, for the
benefit  of  the  Banks  and  the  Documentation  Agent,  with  counsel  of  the
Administrative  Agent's  selection,   but  at  the  expense  of  the  Subsidiary
Borrower).   Notwithstanding   any  other  provision  of  this  Agreement,   the
indemnification contained herein shall survive payment of the Liabilities and/or
any  termination,  release,  or  discharge  executed by any of the Agents or the
Banks in favor of the Subsidiary Borrower.

         7.14 This  Agreement  shall  remain  in full  force  and  effect  until
specifically  terminated  in  writing  by  a  duly  authorized  officer  of  the
Administrative  Agent,  or (subject to Section 7.13) until all  Liabilities  are
paid in full.

         7.15 The failure by the Subsidiary Borrower to perform all and singular
the Subsidiary Borrower's  obligations hereunder will result in irreparable harm
to the  Administrative  Agent for which the  Administrative  Agent  will have no
adequate  remedy  at  law.  Consequently,   such  obligations  are  specifically
enforceable by the Administrative Agent.

         7.16     It is intended that:

                  (a)      this Agreement take effect as a sealed instrument;

                  (b) the security interests created by this Agreement attach to
         all of the Subsidiary Borrower's assets now owned or hereafter acquired
         which are capable of being subject to a security interest;

     (c) the security interests created by this agreement secure all Liabilities
of the Subsidiary Borrower to the Administrative  Agent, whether now existing or
hereafter arising;

                  (d) all  costs and  expenses  incurred  by the  Administrative
         Agent in connection  with the  Administrative  Agent's  relationship(s)
         with the Subsidiary Borrower shall be borne by the Subsidiary Borrower;

                  (e) the  Administrative  Agent's  consent to any action of the
         Subsidiary  Borrower  which is prohibited  unless such consent is given
         may be  given  or  refused  by the  Administrative  Agent  in its  sole
         discretion; and

     (f) the  Administrative  Agent's  Rights and Remedies  provided  herein are
subject to requirements of applicable law.

     7.17 The Subsidiary  Borrower  acknowledges  having  received a copy of the
within Agreement.

         7.18   Any provision contained herein to the contrary notwithstanding:

                  (i) subject to the  subsection  (iii)  below,  the  Collateral
         hereunder  shall not include any  contract,  agreement or instrument to
         the extent that the assignment contemplated hereunder would require the
         consent or approval of any third party, or would  adversely  affect the
         enforceability  of any such  contract,  agreement or  instrument or the
         requirement that the Subsidiary  Borrower be paid, repaid or reimbursed
         in the event of termination  of such contract,  agreement or instrument
         or would  constitute  a breach  or  default  under  any such  contract,
         agreement or instrument,  unless and until such consent or approval has
         been obtained;

                  (ii)  subject  to  subsection   (iii)  below,  the  Collateral
         hereunder shall not include any liquor license or any other license the
         assignment  of which  would  require  the  consent or  approval  of any
         governmental  authority or agency or other third party unless and until
         such consent or approval has been obtained; and

                  (iii)  unless  an  Event  of  Default  has  occurred  and  the
         Liabilities of the Subsidiary  Borrower have been accelerated  pursuant
         to Section 8.2 of the Loan Agreement, the Subsidiary Borrower shall not
         be  required  to obtain  or seek to  obtain  any  consent  or  approval
         referred to above.

         To the extent  that any of the  Collateral  is further  assigned to the
Administrative  Agent  pursuant to a collateral  assignment or other  instrument
delivered by the Subsidiary  Borrower to the  Administrative  Agent, then in the
event of any  inconsistency  with respect to matters relating to such Collateral
between the  provisions of such  assignment or instrument  and the provisions of
this Agreement, the provisions of such Assignment or instrument shall control.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement under
seal as of the date first written above.

                                SUBSIDIARY BORROWER:

WITNESS:



                                By:
Name                            Name:
                                Title:
                                         Its duly authorized officer or agent

                                ADMINISTRATIVE AGENT:

WITNESS:                        BANKBOSTON, N.A., AS
                                ADMINISTRATIVE AGENT



                                By:
Name                            Name:
                                Title:
                                         Its duly authorized officer





<PAGE>



                                    EXHIBIT A

                     Trade Names: legal status; etc. ('3-3)


                                     <PAGE>



                                    EXHIBIT B

                       Other Encumbrances and Liens ('3-4)


                                     <PAGE>



                                    EXHIBIT C

                                Locations ('3-5)





61929_3
                                                                       EXHIBIT G

                                     FORM OF
                           SECOND AMENDED AND RESTATED
                     ASSIGNMENT OF RECEIVABLES AND PROCEEDS
                           (for Fine Host Corporation)

         This SECOND AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS
(the  "Assignment")  is made as of July __,  1997,  by and between (a) FINE HOST
CORPORATION,  a Delaware corporation,  with its principal place of business at 3
Greenwich  Office  Park,   Greenwich,   Connecticut  06830  (together  with  its
successors  and  assigns,  "Fine  Host"),  and  (b)  BANKBOSTON,  N.A.,  as  the
Administrative Agent (in such capacity, the "Administrative  Agent") for various
banks and other financial institutions which are or may hereafter become parties
(said  banks  and other  financial  institutions  are  hereinafter  referred  to
collectively  as the "Banks") to that certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host, all of the Subsidiaries of Fine Host,
the Administrative Agent, USTrust, as Documentation Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  Fine Host
entered  into,  among  other  things,  a  certain  First  Amended  and  Restated
Assignment of Receivables and Proceeds, dated as of June 25, 1996 (the "Existing
Assignment of Receivables and Proceeds"),  by and between Fine Host and USTrust,
as Lender and Agent for the  Existing  Banks (in such  capacity,  the  "Original
Agent"),  pursuant to which,  among other things,  Fine Host has assigned to the
Original  Agent,  for the ratable  benefit of the Existing  Banks, as additional
security  all of its  rights,  title  and  interests  in  certain  proceeds  and
receivables resulting from certain agreements,  contracts, permits, licenses and
other arrangements to which Fine Host is or may become a party; and


<PAGE>

         WHEREAS,  Fine Host and all of its Subsidiaries have requested that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that Fine Host shall have  amended  and  restated in its
entirety  the  Existing  Assignment  of  Receivables  and Proceeds in the manner
provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  Fine Host and the
Administrative  Agent,  for the ratable  benefit of the Banks,  hereby amend and
restate the  Existing  Assignment  of  Receivables  and  Proceeds to read in its
entirety as follows:

         1. To secure the prompt,  punctual,  and faithful  performance  by Fine
Host of all of its Liabilities,  Fine Host hereby grants,  assigns and transfers
to the  Administrative  Agent, for the ratable benefit of the Banks, and creates
in the  Administrative  Agent,  for the ratable benefit of the Banks, a security
interest  in all of the rights,  title,  and  interests  of Fine Host in, to and
under the following:

                  1.1 all  proceeds,  including but not limited to, Net Contract
         Proceeds (collectively,  the "Proceeds") resulting from all agreements,
         contracts, and permits,  licenses, and other arrangements to which Fine
         Host is currently or hereafter  becomes a party, and pursuant to which,
         among  other  things,  Fine Host has  agreed  (a) to  provide  food and
         beverage  services  at certain  facilities  described  therein,  (b) to
         operate and  otherwise use food,  beverage and liquor  licenses at such
         facilities,  or (c) to manage certain concession and food service areas
         at  such  facilities  (including  but  not  limited  to,  the  Facility
         Agreements),  and  all  related  agreements,  contracts,  and  permits,
         licenses,  and other  arrangements,  including  but not  limited to the
         Agreements  listed and described on Schedule A attached  hereto,  which
         Schedule A includes  all of the material  Agreements  as of the date of
         this  Assignment,  all as the same may hereafter be modified,  amended,
         reaffirmed, restated, or extended (collectively, the "Agreements"); and

                  1.2 all of those certain promissory notes listed on Schedule B
         attached hereto and incorporated  herein by reference,  all as the same
         may hereafter be modified, amended,  reaffirmed,  restated, or extended
         and any rights under any Agreement, or promissory notes, bonds, letters
         of credit,  other agreements and arrangements  executed  hereafter,  in
         each case,  including  but not  limited  to, the rights of Fine Host to
         receive  payment in connection or associated  with Fine Host  incurring
         Project  Costs  pursuant to a Facility  Agreement,  (collectively,  the
         "Receivables" and individually a "Receivable"),

subject  to  Section 5 below,  as  security  only,  to have and to hold unto the
Administrative  Agent, its successors and assigns,  to its and their own use and
benefit, until such time as the Loans (and all other obligations of Fine Host to
the Administrative Agent) shall have been paid and performed in full.

         2.   Fine   Host   shall   deliver   to   the   Administrative    Agent
contemporaneously  herewith the originals of all promissory notes which evidence
any  Receivables,  and each such  promissory  note shall be  endorsed  by a duly
authorized officer or agent of Fine Host, in favor of the Administrative  Agent,
with full recourse.

         3. Fine Host hereby appoints the Administrative  Agent as its agent and
attorney with full power of substitution in its name and on its behalf, upon the
occurrence and during the  continuance of any Event of Default,  to sign,  seal,
indorse, complete indorsement, execute and deliver, all such further instruments
of transfer and agreements,  supplemental,  confirmatory or otherwise, as may be
required for the purpose of more effectively vesting in the Administrative Agent
all of the  rights,  title,  and  interests  of Fine  Host in,  to and under the
Receivables;  such power of attorney,  being coupled with an interest, shall not
be revoked for any reason until all  obligations  under the Loan Agreement shall
have been paid and performed in full.

     4. Fine Host hereby represents, warrants, covenants and agrees at all times
during the term of this Assignment as follows:

     a. That Fine Host will perform and observe  faithfully  and  punctually all
obligations, terms, covenants, and conditions set forth in the Loan Documents;

                  b. That, as of the date hereof,  the amount listed on Schedule
         C as "Principal  Outstanding," "Interest Accrued," and "Total" for each
         Receivable is correct, and there are no offsets,  defenses or claims by
         any payor or indorser  under any  Receivable  which  would  affect such
         amounts or the  enforceability  of any of the  Receivables  against any
         payor, indorser, or guarantor;

     c.  That  Fine  Host is the sole  owner  of and has not and will not  sell,
assign,  transfer,  mortgage,  encumber  or  pledge  all or any  portion  of its
interest in any of the Proceeds or the Receivables to any person or entity other
than the Administrative Agent;

                  d.  That  Fine Host will not  cancel,  amend,  alter,  modify,
         renew,  extend,  renegotiate,  or terminate any of the  Receivables  or
         Agreements  without  the prior  written  consent of the  Administrative
         Agent, so as to materially and adversely affect the Proceeds; provided,
         however,  that, prior to the occurrence of any Default,  Fine Host may,
         without such consent,  make or agree to any  amendment or  modification
         that Fine Host reasonably believes is in the best interest of Fine Host
         and does not materially affect its ability to make payments required to
         be made to the Administrative Agent under the Loan Documents;

                  e. That Fine  Host  will  take no action  associated  with the
         cancellation,  modification, amendment, alteration, renewal, extension,
         renegotiation,  or termination of any other contract or  renegotiation,
         or  termination  of any other contract or agreement of any nature which
         would, directly or indirectly, affect the payment terms, amount due, or
         enforceability of any Receivables or the Proceeds;  provided,  however,
         that,  prior to the occurrence of any Default,  Fine Host may,  without
         such consent,  make or agree to any amendment or modification that Fine
         Host reasonably  believes is in the best interest of Fine Host and does
         not materially  affect its ability to make payments required to be made
         to the Administrative Agent under the Loan Documents;

                  f. That neither Fine Host nor, to the  knowledge of Fine Host,
         any  other  party is in  default  under or in  violation  of any of the
         terms,  covenants,  or conditions of any other contract or agreement of
         any nature which would,  directly or indirectly,  materially affect the
         payment terms,  amount due, or  enforceability of any Receivable or the
         Proceeds;

                  g. That Fine Host will  promptly  upon written  request by the
         Administrative  Agent, execute and deliver and cause to be executed and
         delivered all such instruments of pledge or assignment,  and such other
         instruments  or documents as the  Administrative  Agent may  reasonably
         request at any time for the purpose of securing or otherwise  affecting
         its rights hereunder; and

                  h. That, upon the occurrence and during the continuance of any
         Event of  Default,  Fine Host shall use its best  efforts  to  promptly
         cooperate  with the  Administrative  Agent's  requests  and  directions
         relating to collection of the Receivables or the Proceeds.

         5. Except as provided  herein with respect to the Financed  Receivables
(as  defined  below),  so  long as no  Event  of  Default  has  occurred  and is
continuing,  Fine Host shall have the right to exercise  all rights and shall be
entitled to receive all payments under the Receivables.

         6.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  Fine Host hereby  unconditionally  and absolutely  assigns to the
Administrative  Agent (and not as security only), for the ratable benefit of the
Banks,  all of Fine  Host's  rights,  title and  interests  as payee to  receive
payment of all partial or full prepayments, whenever made, of any and all of the
Financed Receivables (collectively,  the "Financed Receivables" and individually
a "Financed  Receivable"),  which Financed  Receivables are listed on Schedule C
attached hereto and incorporated herein by reference  (provided,  however,  that
any amounts  received from a Financed  Receivable  related to the Guidance Loans
shall be paid to the  Administrative  Agent only up to the full unpaid amount of
such Guidance  Loans,  and promptly  distributed,  pro rata, to the Banks, to be
applied to the unpaid amount of such Guidance  Loans),  such assignment  being a
present assignment and not an assignment for security only. Any such prepayments
received  by Fine Host,  whether  directly  or  indirectly  (including,  without
limitation,  offsets  against  amounts  owed by Borrower to such payor under any
other  contract  or  agreement),  shall be held in  trust  by Fine  Host for the
Administrative Agent, and shall be paid immediately to the Administrative Agent,
without any requirement for the Administrative Agent to make demand therefor. It
is the intent of Fine Host and the Administrative  Agent that this is a present,
unconditional  assignment  for  value,  and is  not  intended  as a  conditional
assignment for security or otherwise.

         7.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  Fine Host hereby  unconditionally  and absolutely  assigns to the
Administrative  Agent (and not as security only), for the ratable benefit of the
Banks, the right to receive payment of all Net Contract Proceeds,  whenever made
by any  person,  to  the  extent  required  by  subsection  3.1(b)  of the  Loan
Agreement,  such assignment being a present assignment and not an assignment for
security only; provided,  however,  that the amount so assigned shall be applied
as  provided  in  subsection  3.1(b) of the Loan  Agreement,  unless an Event of
Default has occurred and is continuing. Any such payments received by Fine Host,
whether directly or indirectly (including,  without limitation,  offsets against
amounts owed by Fine Host to such person under any other contract or agreement),
shall  be  held in  trust  for  the  Administrative  Agent,  and  shall  be paid
immediately  to the  Administrative  Agent,  without  any  requirement  for  the
Administrative Agent to make demand therefor.  It is the intent of Fine Host and
the Administrative  Agent that, except as set forth above in this Section,  this
is a present,  unconditional  assignment,  for value,  and is not  intended as a
conditional assignment for security or otherwise.

         8.  Immediately  upon the occurrence and during the  continuance of any
Event  of  Default,  Fine  Host  shall  be  deemed  to  hold  in  trust  for the
Administrative  Agent any payments  received by Fine Host,  whether  directly or
indirectly (including,  without limitation, offsets against amounts owed by Fine
Host to such payor under any other contract or agreement), under any Receivable,
and all such  amounts  received  by Fine Host shall be paid  immediately  to the
Administrative  Agent,  without any requirement for the Administrative  Agent to
make demand therefor. In addition,  and also immediately upon the occurrence and
during the continuance of any Event of Default, the Administrative Agent may, at
its option,  exercisable  at any time and from time to time,  without in any way
waiving  such Event of  Default,  either in person or by agent,  with or without
bringing  any action or  proceeding,  exercise and enforce any and all rights as
holder of the Receivables,  including, without limitation, the right to complete
the  indorsement.  In addition to and not in  limitation of the  foregoing,  the
Administrative  Agent shall have all the rights and remedies of a secured  party
under the UCC with respect to the Notes Receivable.  Whenever notice is required
to be given of any public or private  sale,  such  notice  shall be deemed to be
reasonable  if given at least  seven (7) days prior to the date any public  sale
shall be held.

         9. The  Administrative  Agent shall not be liable for any loss,  claim,
damage,  liability or expense  which may be sustained or incurred in  connection
with any actions or failure to act by the Administrative Agent hereunder, except
losses resulting  solely from the gross negligence or willful  misconduct of the
Administrative  Agent.  Fine  Host  does  hereby  indemnify,  save  and hold the
Administrative  Agent  harmless  from and against any and all  liability,  loss,
claim,  damage and expense which may be incurred under or in connection with the
Receivables, or otherwise caused by the negligence or willful misconduct of Fine
Host,  its  agents,  officers,  directors,  or  employees,   including,  without
limitation,  any  actions  taken or  omitted  to be taken by the  Administrative
Agent,  except  losses  resulting  solely from the gross  negligence  or willful
misconduct of the Administrative Agent. The amount of any such liability,  loss,
claim,  damage  or  expense  indemnified  against  shall be  deemed  to  include
reasonable  attorneys'  fees and other  costs of  defense,  and shall be secured
hereby  and  by  the  Loan  Documents  and  be  payable  by  Fine  Host  to  the
Administrative  Agent  immediately  upon  demand,  or,  at  the  option  of  the
Administrative  Agent,  the  Administrative  Agent may reimburse itself therefor
from any moneys  collected  by the  Administrative  Agent  hereunder,  under the
Receivables,   the  Proceeds,   or  under  any  of  the  Loan   Documents.   The
Administrative  Agent shall be required to exercise the same standard of care in
dealing with,  storing,  and safeguarding the Receivables as the  Administrative
Agent exercises with similar documents under which the  Administrative  Agent is
the payee,  and Fine Host hereby  waives any claims or rights of action  against
the  Administrative  Agent with  respect  thereto  (except  with respect to such
standard  of care),  it being  further  agreed that the  Administrative  Agent's
liability  with  respect  to any loss or  destruction  of any  Receivable  shall
(except  in the case of a breach of such  standard  of care) be  limited  to the
Administrative  Agent  issuing  a lost  note  affidavit  with  respect  to  such
Receivable.

         10. Failure of the  Administrative  Agent to avail itself of any of the
terms, covenants and conditions of this Assignment or any act done or omitted to
be done  pursuant  to the  Administrative  Agent's  powers  and  rights  granted
hereunder  shall not be  construed  or deemed to be a waiver of its  rights  and
remedies  hereunder or under any of the Loan Documents.  The rights and remedies
of the Administrative  Agent under this Assignment are cumulative and are not in
lieu  of but  are in  addition  to any  other  rights  and  remedies  which  the
Administrative Agent shall have under or by virtue of any of the Loan Documents.
The rights and remedies of the Administrative Agent under this Assignment may be
exercised from time to time, as often as their  exercise is deemed  expedient by
the Administrative Agent and either prior to,  simultaneously with or subsequent
to any other action taken by the Administrative  Agent, if any, under any of the
Loan  Documents.  The  Administrative  Agent may  release any party or apply any
other security held by it to the  satisfaction of the obligations  hereunder and
under any of the Loan  Documents  without  prejudice  to any of its rights under
this Assignment.

         11.   Fine  Host   hereby   agrees  to  execute   and  deliver  to  the
Administrative  Agent all such further instruments and documents as from time to
time during the term of this Assignment the Administrative  Agent may reasonably
require  or deem  appropriate  in order to more  adequately  secure  the  rights
hereunder,   including  but  not  limited  to,  UCC  financing  statements.  The
Administrative  Agent may file with the appropriate  governmental  bodies,  as a
financing  statement,  a  carbon,  photographic  or other  reproduction  of this
Assignment.

         12. If any term or  provision  of this  Assignment  or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of this Assignment or the application of such term
or provision of this Assignment to persons and circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby, and
each such term and provision of this  Assignment  shall be valid and enforced to
the fullest extent permitted by law.

     13. All notices, requests and other communications hereunder shall be given
in the manner provided for in the Loan Agreement.

         14. No  change,  amendment,  modification,  cancellation  or  discharge
hereof or any part hereof shall be valid unless Fine Host and the Administrative
Agent shall have consented thereto in writing.  Fine Host and the Administrative
Agent may, from time to time,  amend any of the Schedules hereto by an amendment
referring to this Assignment and substituting or adding to such Schedule. To the
extent that any provision in this Assignment is inconsistent  with any provision
of the Loan  Documents,  then Fine Host  shall be bound by the more  restrictive
provision,  except in the case of  Section 16  hereof.  To the extent  possible,
however,  the  provisions of this  Assignment  and the Loan  Documents  shall be
interpreted  to  complement  and  supplement  each other and the  absence of any
provision  or  portion  thereof in one such  document  shall not be deemed to be
inconsistent  with the other such  documents  which  contains such  provision or
portion thereof.

         15. The terms,  covenants,  and conditions contained herein shall inure
to the  benefit  of, and bind Fine Host and the  Administrative  Agent and their
respective  successors  and assigns.  This  Assignment  shall be  construed  and
enforced in  accordance  with and  governed by the laws of the  Commonwealth  of
Massachusetts.

         16. (a) Any provision contained herein to the contrary notwithstanding,
if the  execution,  delivery or  performance  of this  Assignment  requires  the
consent or approval of any third party, or adversely affects the  enforceability
of any  Receivable  or the  requirement  that  Fine  Host be  paid,  repaid,  or
reimbursed in the event of termination of an Agreement,  according to its terms,
or  constitutes  a breach or default  under an  Agreement,  and such  consent or
approval has not yet been obtained, then the provisions of this Assignment shall
be deemed to be  ineffective  and the  delivery  hereof by the  Borrower  to the
Administrative  Agent shall be made in escrow  until such  necessary  consent or
approval has been obtained,  at which time all terms and conditions hereof shall
be and shall be deemed to be in full force and  effect,  and the  Administrative
Agent agrees, in such event and with respect to any such Receivable or Agreement
which could give rise to Proceeds,  that Fine Host shall have no  obligation  to
procure any such  consent or approval  prior to the  occurrence  of any Event of
Default or any  acceleration  of the Loans.  The  limitations  of this paragraph
shall not  apply to the  extent  any  Receivable  or any  Agreement  allows  the
assignment for security purposes.

                  (b)  Any provision contained herein to the contrary

                           (i) subject to subsection (ii) below,  the Agreements
                  shall not include any liquor  license or any other license the
                  assignment  of which would  require the consent or approval of
                  any  governmental  authority  or agency or other  third  party
                  unless and until such consent or approval  has been  obtained;
                  and

                           (ii) unless an Event of Default has  occurred and the
                  Liabilities have been  accelerated  pursuant to Section 8.2 of
                  the Loan Agreement,  Fine Host shall not be required to obtain
                  or seek to obtain any consent or approval referred to above.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
an instrument under seal as of the date first written above.

WITNESS:                    FINE HOST CORPORATION



                            By:
Name                        Name:
                            Title:
                                   Its duly authorized officer

WITNESS:                    BANKBOSTON, N.A., AS
                            ADMINISTRATIVE AGENT



                            By:
Name                        Name:
                            Title:
                                    Its duly authorized officer


<PAGE>



                                   Schedule A

                        List of Contracts and Agreements




                                     <PAGE>



                                   Schedule B

                               List of Receivables





                                     <PAGE>



                                   Schedule C

                          List of Financed Receivables









64517_3
                                                                       EXHIBIT H
                                     FORM OF
                          [SECOND] AMENDED AND RESTATED
                     ASSIGNMENT OF RECEIVABLES AND PROCEEDS
                (for [Name of Joint Venture Subsidiary Borrower])

         This  [SECOND]  AMENDED AND  RESTATED  ASSIGNMENT  OF  RECEIVABLES  AND
PROCEEDS  (the  "Assignment")  is made as of July __,  1997,  by and between (a)
____________________________,  a joint venture (together with its successors and
assigns, the "Joint Venture Subsidiary Borrower") which is organized pursuant to
a certain Joint Venture  Agreement,  dated  _______,  by and among (i) Fine Host
Corporation,  a Delaware corporation  (together with its successors and assigns,
"Fine Host"), (ii) _____________________ and (iii)  ___________________________,
as  subsequently  amended from time to time (as so amended,  the "Joint  Venture
Agreement")     and    whose    principal    place    of    business    is    at
___________________________________  and (b) BANKBOSTON, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") for various banks and other
financial institutions which are or may hereafter become parties (said banks and
other financial  institutions  are  hereinafter  referred to collectively as the
"Banks") to that certain  Fourth Amended and Restated Loan  Agreement,  dated of
even date  herewith (as the same may be  hereafter  further  amended,  modified,
supplemented,  extended or restated, from time to time, the "Loan Agreement") by
and among Fine Host, all of the  Subsidiaries  of Fine Host  (including  without
limitation,  the Joint Venture Subsidiary  Borrower),  the Administrative Agent,
USTrust  as   Documentation   Agent  for  the  Banks  (in  such  capacity,   the
"Documentation  Agent")(the Administrative Agent and the Documentation Agent are
hereinafter sometimes referred to collectively as the "Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  the Joint
Venture  Subsidiary  Borrower entered into, among other things, a certain [First
Amended and  Restated]  Assignment  of  Receivables  and  Proceeds,  dated as of
_____________,  199_ (the "Existing  Assignment of Receivables and Proceeds") by
and between the Joint  Venture  Subsidiary  Borrower and USTrust,  as Lender and
Agent for the Existing Banks (in such capacity, the "Original Agent"),  pursuant
to which, among other things, the Joint Venture Subsidiary Borrower has assigned
to the  Original  Agent,  for the  ratable  benefit of the  Existing  Banks,  as
additional  security all of its rights,  title and interests in certain proceeds
and receivables resulting from certain agreements,  contracts, permits, licenses
and other arrangements to which the Joint Venture Subsidiary  Borrower is or may
become a party; and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation,  the Joint Venture  Subsidiary  Borrower)  have  requested  that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for therein  that the Joint  Venture  Subsidiary  Borrower  shall have
amended and restated in its entirety the Existing  Assignment of Receivables and
Proceeds in the manner provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the Joint Venture
Subsidiary Borrower and the Administrative Agent, for the ratable benefit of the
Banks,  hereby  amend and restate the Existing  Assignment  of  Receivables  and
Proceeds to read in its entirety as follows:

         1. To secure the prompt,  punctual,  and  faithful  performance  by the
Joint Venture Subsidiary  Borrower of all of the Liabilities,  the Joint Venture
Subsidiary  Borrower hereby grants,  assigns and transfers to the Administrative
Agent and creates in the  Administrative  Agent,  for the ratable benefit of the
Banks,  a security  interest in all of the rights,  title,  and interests of the
Joint Venture Subsidiary Borrower in, to and under the following:

                  1.1 all  proceeds,  including but not limited to, Net Contract
         Proceeds (collectively,  the "Proceeds") resulting from all agreements,
         contracts,  and permits,  licenses, and other arrangements to which the
         Joint Venture  Subsidiary  Borrower is currently or hereafter becomes a
         party,  and pursuant to which,  among other  things,  the Joint Venture
         Subsidiary  Borrower  has  agreed  (a) to  provide  food  and  beverage
         services at certain facilities  described  therein,  (b) to operate and
         otherwise use food, beverage and liquor licenses at such facilities, or
         (c) to  manage  certain  concession  and  food  service  areas  at such
         facilities (including but not limited to, the Facility Agreements), and
         all related agreements,  contracts,  and permits,  licenses,  and other
         arrangements,  including but not limited to the  Agreements  listed and
         described on Schedule A attached hereto,  which Schedule A includes all
         of the material  Agreements as of the date of this  Assignment,  all as
         the same may hereafter be modified, amended,  reaffirmed,  restated, or
         extended (collectively, the "Agreements"); and

                  1.2 all of those certain promissory notes listed on Schedule B
         attached hereto and incorporated  herein by reference,  all as the same
         may hereafter be modified, amended,  reaffirmed,  restated, or extended
         and any rights under any Agreement, or promissory notes, bonds, letters
         of credit,  other agreements and arrangements  executed  hereafter,  in
         each  case,  including  but not  limited  to,  the  rights of the Joint
         Venture  Subsidiary  Borrower  to  receive  payment  in  connection  or
         associated with Joint Venture  Subsidiary  Borrower  incurring  Project
         Costs   pursuant   to  a   Facility   Agreement,   (collectively,   the
         "Receivables" and individually a "Receivable"),

subject  to  Section 5 below,  as  security  only,  to have and to hold unto the
Administrative  Agent, its successors and assigns,  to its and their own use and
benefit,  until such time as the Loans (and all other  obligations  of the Joint
Venture Subsidiary  Borrower to the  Administrative  Agent) shall have been paid
and performed in full.

         2.  The  Joint  Venture  Subsidiary   Borrower  shall  deliver  to  the
Administrative Agent contemporaneously  herewith the originals of all promissory
notes which evidence any  Receivables,  and each such  promissory  note shall be
endorsed by a duly authorized  officer or agent of the Joint Venture  Subsidiary
Borrower, in favor of the Administrative Agent, with full recourse.

         3.  The  Joint  Venture   Subsidiary   Borrower   hereby  appoints  the
Administrative  Agent as its agent and attorney with full power of  substitution
in its name and on its behalf, upon the occurrence and during the continuance of
any Event of Default, to sign, seal, indorse, complete indorsement,  execute and
deliver, all such further instruments of transfer and agreements,  supplemental,
confirmatory  or  otherwise,  as  may  be  required  for  the  purpose  of  more
effectively  vesting in the Administrative  Agent all of the rights,  title, and
interests  of the  Joint  Venture  Subsidiary  Borrower  in,  to and  under  the
Receivables;  such power of attorney,  being coupled with an interest, shall not
be revoked for any reason until all  obligations  under the Loan Agreement shall
have been paid and performed in full.

         4. The Joint Venture Subsidiary  Borrower hereby represents,  warrants,
covenants and agrees at all times during the term of this Assignment as follows:

     a. That the Joint  Venture  Subsidiary  Borrower  will  perform and observe
faithfully and punctually all obligations,  terms, covenants, and conditions set
forth in the Loan Documents;

                  b. That, as of the date hereof,  the amount listed on Schedule
         C as "Principal  Outstanding," "Interest Accrued," and "Total" for each
         Receivable is correct, and there are no offsets,  defenses or claims by
         any payor or indorser  under any  Receivable  which  would  affect such
         amounts or the  enforceability  of any of the  Receivables  against any
         payor, indorser, or guarantor;

     c. That the Joint Venture Subsidiary  Borrower is the sole owner of and has
not and will not sell, assign, transfer, mortgage, encumber or pledge all or any
portion of its interest in any of the Proceeds or the  Receivables to any person
or entity other than the Administrative Agent;

                  d. That the Joint Venture Subsidiary Borrower will not cancel,
         amend, alter, modify, renew, extend,  renegotiate,  or terminate any of
         the Receivables or Agreements  without the prior written consent of the
         Administrative  Agent,  so as to materially  and  adversely  affect the
         Proceeds;  provided,  however,  that,  prior to the  occurrence  of any
         Default,  the Joint  Venture  Subsidiary  Borrower  may,  without  such
         consent,  make or agree to any amendment or modification that the Joint
         Venture Subsidiary Borrower reasonably believes is in the best interest
         of the Joint Venture Subsidiary Borrower and does not materially affect
         its ability to make payments required to be made to the  Administrative
         Agent under the Loan Documents;

                  e. That the Joint  Venture  Subsidiary  Borrower  will take no
         action  associated  with  the  cancellation,  modification,  amendment,
         alteration,  renewal, extension,  renegotiation,  or termination of any
         other contract or  renegotiation,  or termination of any other contract
         or agreement of any nature which would, directly or indirectly,  affect
         the payment terms,  amount due, or enforceability of any Receivables or
         the Proceeds;  provided,  however, that, prior to the occurrence of any
         Default,  the Joint  Venture  Subsidiary  Borrower  may,  without  such
         consent,  make or agree to any amendment or modification that the Joint
         Venture Subsidiary Borrower reasonably believes is in the best interest
         of the Joint Venture Subsidiary Borrower and does not materially affect
         its ability to make payments required to be made to the  Administrative
         Agent under the Loan Documents;

                  f. That neither the Joint Venture Subsidiary  Borrower nor, to
         the knowledge of the Joint Venture Subsidiary Borrower, any other party
         is in default under or in violation of any of the terms,  covenants, or
         conditions  of any other  contract  or  agreement  of any nature  which
         would,  directly or  indirectly,  materially  affect the payment terms,
         amount due, or enforceability of any Receivable or the Proceeds;

                  g. That the Joint  Venture  Subsidiary  Borrower will promptly
         upon written request by the Administrative  Agent,  execute and deliver
         and cause to be executed and delivered all such  instruments  of pledge
         or  assignment,   and  such  other  instruments  or  documents  as  the
         Administrative Agent may reasonably request at any time for the purpose
         of securing or otherwise affecting its rights hereunder; and

                  h. That upon the occurrence and during the  continuance of any
         Event of Default,  the Joint Venture Subsidiary  Borrower shall use its
         best  efforts to promptly  cooperate  with the  Administrative  Agent's
         requests and  directions  relating to collection of the  Receivables or
         the Proceeds.

         5. Except as provided herein with respect to the Financed  Receivables,
so long as no Event of Default has occurred and is continuing, the Joint Venture
Subsidiary  Borrower  shall have the right to  exercise  all rights and shall be
entitled to receive all payments under the Receivables.

         6.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  the Joint Venture Subsidiary Borrower hereby  unconditionally and
absolutely assigns to the  Administrative  Agent (and not as security only), for
the ratable benefit of the Banks, all of the Joint Venture Subsidiary Borrower's
rights,  title and interests as payee to receive  payment of all partial or full
prepayments,  whenever  made,  of  any  and  all  of  the  Financed  Receivables
(collectively,   the  "Financed   Receivables"   and  individually  a  "Financed
Receivable"),  which  Financed  Receivables  are  listed on  Schedule C attached
hereto and incorporated herein by reference (provided, however, that any amounts
received from a Financed  Receivable related to the Guidance Loans shall be paid
to the  Administrative  Agent only up to the full unpaid amount of such Guidance
Loans,  and promptly  distributed,  pro rata, to the Banks, to be applied to the
unpaid  amount  of  such  Guidance  Loans),  such  assignment  being  a  present
assignment  and not an  assignment  for  security  only.  Any  such  prepayments
received by Joint Venture  Subsidiary  Borrower,  whether directly or indirectly
(including,  without  limitation,  offsets against amounts owed by Joint Venture
Subsidiary Borrower to such payor under any other contract or agreement),  shall
be held in trust by Joint  Venture  Subsidiary  Borrower for the  Administrative
Agent, and shall be paid immediately to the  Administrative  Agent,  without any
requirement  for the  Administrative  Agent to make demand  therefor.  It is the
intent of Joint Venture Subsidiary  Borrower and the  Administrative  Agent that
this is a present,  unconditional assignment for value, and is not intended as a
conditional assignment for security or otherwise.

         7.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  the Joint Venture Subsidiary Borrower hereby  unconditionally and
absolutely assigns to the  Administrative  Agent (and not as security only), for
the  ratable  benefit  of the  Banks,  the right to  receive  payment of all Net
Contract  Proceeds,  whenever  made by any  person,  to the extent  required  by
subsection  3.1(b)  of the  Loan  Agreement,  such  assignment  being a  present
assignment and not an assignment for security only; provided,  however, that the
amount so assigned shall be applied as provided in subsection 3.1(b) of the Loan
Agreement,  unless an Event of Default has occurred and is continuing.  Any such
payments  received by Joint Venture  Subsidiary  Borrower,  whether  directly or
indirectly (including, without limitation, offsets against amounts owed by Joint
Venture  Subsidiary  Borrower  to  such  person  under  any  other  contract  or
agreement),  shall be held in trust for the  Administrative  Agent, and shall be
paid immediately to the  Administrative  Agent,  without any requirement for the
Administrative Agent to make demand therefor.  It is the intent of Joint Venture
Subsidiary Borrower and the Administrative Agent that, except as set forth above
in this Section, this is a present,  unconditional assignment, for value, and is
not intended as a conditional assignment for security or otherwise.

         8.  Immediately  upon the occurrence and during the  continuance of any
Event of Default,  the Joint Venture Subsidiary Borrower shall be deemed to hold
in trust for the  Administrative  Agent any payments  received by Joint  Venture
Subsidiary  Borrower,   whether  directly  or  indirectly  (including,   without
limitation, offsets against amounts owed by Joint Venture Subsidiary Borrower to
such payor under any other contract or agreement), under any Receivable, and all
such  amounts  received  by  Joint  Venture  Subsidiary  Borrower  shall be paid
immediately  to the  Administrative  Agent,  without  any  requirement  for  the
Administrative Agent to make demand therefor. In addition,  and also immediately
upon the  occurrence  and during the  continuance  of any Event of Default,  the
Administrative  Agent may, at its option,  exercisable at any time and from time
to time,  without in any way waiving such Event of Default,  either in person or
by agent,  with or without  bringing  any  action or  proceeding,  exercise  and
enforce  any and all  rights as holder of the  Receivables,  including,  without
limitation,  the right to complete  the  indorsement.  In addition to and not in
limitation of the foregoing,  the Administrative Agent shall have all the rights
and remedies of a secured party under the Uniform Commercial Code, as adopted in
the Commonwealth of Massachusetts  in Massachusetts  General Laws,  Chapter 106,
Section 1-101, et seq.  ("UCC") with respect to the Notes  Receivable.  Whenever
notice is required to be given of any public or private sale,  such notice shall
be deemed to be  reasonable  if given at least  seven (7) days prior to the date
any public sale shall be held.

         9. The  Administrative  Agent shall not be liable for any loss,  claim,
damage,  liability or expense  which may be sustained or incurred in  connection
with any actions or failure to act by the Administrative Agent hereunder, except
losses resulting  solely from the gross negligence or willful  misconduct of the
Administrative   Agent.  The  Joint  Venture  Subsidiary  Borrower  does  hereby
indemnify,  save and hold the Administrative Agent harmless from and against any
and all liability,  loss, claim,  damage and expense which may be incurred under
or in connection with the Receivables,  or otherwise caused by the negligence or
willful  misconduct  of the  Joint  Venture  Subsidiary  Borrower,  its  agents,
officers,  directors, or employees,  including,  without limitation, any actions
taken  or  omitted  to be  taken  by the  Administrative  Agent,  except  losses
resulting  solely  from  the  gross  negligence  or  willful  misconduct  of the
Administrative  Agent. The amount of any such liability,  loss, claim, damage or
expense  indemnified  against shall be deemed to include  reasonable  attorneys'
fees and other  costs of  defense,  and shall be secured  hereby and by the Loan
Documents  and be  payable  by the  Joint  Venture  Subsidiary  Borrower  to the
Administrative  Agent  immediately  upon  demand,  or,  at  the  option  of  the
Administrative  Agent,  the  Administrative  Agent may reimburse itself therefor
from any moneys  collected  by the  Administrative  Agent  hereunder,  under the
Receivables,   the  Proceeds,   or  under  any  of  the  Loan   Documents.   The
Administrative  Agent shall be required to exercise the same standard of care in
dealing with,  storing,  and safeguarding the Receivables as the  Administrative
Agent exercises with similar documents under which the  Administrative  Agent is
the payee,  and Joint Venture  Subsidiary  Borrower  hereby waives any claims or
rights of action against the  Administrative  Agent with respect thereto (except
with  respect  to such  standard  of care),  it being  further  agreed  that the
Administrative  Agent's liability with respect to any loss or destruction of any
Receivable  shall  (except in the case of a breach of such  standard of care) be
limited to the  Administrative  Agent issuing a lost note affidavit with respect
to such Receivable.



<PAGE>

         10. Failure of the  Administrative  Agent to avail itself of any of the
terms, covenants and conditions of this Assignment or any act done or omitted to
be done  pursuant  to the  Administrative  Agent's  powers  and  rights  granted
hereunder  shall not be  construed  or deemed to be a waiver of its  rights  and
remedies  hereunder or under any of the Loan Documents.  The rights and remedies
of the Administrative  Agent under this Assignment are cumulative and are not in
lieu  of but  are in  addition  to any  other  rights  and  remedies  which  the
Administrative Agent shall have under or by virtue of any of the Loan Documents.
The rights and remedies of the Administrative Agent under this Assignment may be
exercised from time to time, as often as their  exercise is deemed  expedient by
the Administrative Agent and either prior to,  simultaneously with or subsequent
to any other action taken by the Administrative  Agent, if any, under any of the
Loan  Documents.  The  Administrative  Agent may  release any party or apply any
other security held by it to the  satisfaction of the obligations  hereunder and
under any of the Loan  Documents  without  prejudice  to any of its rights under
this Assignment.


<PAGE>



         11. The Joint Venture Subsidiary  Borrower hereby agrees to execute and
deliver to the Administrative  Agent all such further  instruments and documents
as from time to time during the term of this Assignment the Administrative Agent
may reasonably  require or deem  appropriate in order to more adequately  secure
the rights  hereunder,  including but not limited to, UCC financing  statements.
The Administrative Agent may file with the appropriate governmental bodies, as a
financing  statement,  a  carbon,  photographic  or other  reproduction  of this
Assignment.

         12. If any term or  provision  of this  Assignment  or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of this Assignment or the application of such term
or provision of this Assignment to persons and circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby, and
each such term and provision of this  Assignment  shall be valid and enforced to
the fullest extent permitted by law.

     13. All notices, requests and other communications hereunder shall be given
in the manner provided for in the Loan Agreement.

         14. No  change,  amendment,  modification,  cancellation  or  discharge
hereof or any part hereof  shall be valid  unless the Joint  Venture  Subsidiary
Borrower and the  Administrative  Agent shall have consented thereto in writing.
The Joint Venture  Subsidiary  Borrower and the  Administrative  Agent may, from
time to time,  amend any of the  Schedules  hereto by an amendment  referring to
this Assignment and substituting or adding to such Schedule.  To the extent that
any provision in this Assignment is inconsistent  with any provision of the Loan
Documents, then the Joint Venture Subsidiary Borrower shall be bound by the more
restrictive  provision,  except in the case of Section 16 hereof.  To the extent
possible,  however,  the  provisions of this  Assignment  and the Loan Documents
shall be interpreted to complement and supplement  each other and the absence of
any provision or portion  thereof in one such document shall not be deemed to be
inconsistent  with the other such  documents  which  contains such  provision or
portion thereof.



<PAGE>

         15. The terms,  covenants,  and conditions contained herein shall inure
to the  benefit  of,  and bind the Joint  Venture  Subsidiary  Borrower  and the
Administrative  Agent  and  their  respective   successors  and  assigns.   This
Assignment  shall be construed and enforced in  accordance  with and governed by
the laws of the Commonwealth of Massachusetts.

         16. (a) Any provision contained herein to the contrary notwithstanding,
if the  execution,  delivery or  performance  of this  Assignment  requires  the
consent or approval of any third party, or adversely affects the  enforceability
of any Receivable or the requirement that Joint Venture  Subsidiary  Borrower be
paid,  repaid,  or  reimbursed  in the  event of  termination  of an  Agreement,
according to its terms,  or  constitutes a breach or default under an Agreement,
and such consent or approval has not yet been  obtained,  then the provisions of
this Assignment shall be deemed to be ineffective and the delivery hereof by the
Joint Venture Subsidiary  Borrower to the Administrative  Agent shall be made in
escrow until such necessary consent or approval has been obtained, at which time
all terms and conditions hereof shall be and shall be deemed to be in full force
and effect, and the Administrative  Agent agrees, in such event and with respect
to any such Receivable or Agreement which could give rise to Proceeds,  that the
Joint Venture  Subsidiary  Borrower shall have no obligation to procure any such
consent  or  approval  prior to the  occurrence  of any Event of  Default or any
acceleration of the Loans.  The limitations of this paragraph shall not apply to
the extent any  Receivable or any Agreement  allows the  assignment for security
purposes.

                  (b)  Any provision contained herein to the contrary

                           (i) subject to subsection (ii) below,  the Agreements
                  shall not include any liquor  license or any other license the
                  assignment  of which would  require the consent or approval of
                  any  governmental  authority  or agency or other  third  party
                  unless and until such consent or approval  has been  obtained;
                  and

                           (ii) unless an Event of Default has  occurred and the
                  Liabilities have been  accelerated  pursuant to Section 8.2 of
                  the Loan  Agreement,  the Joint  Venture  Subsidiary  Borrower
                  shall not be  required to obtain or seek to obtain any consent
                  or approval referred to above.

         17.  (a)   Notwithstanding   any  other  provision  contained  in  this
Assignment to the contrary  (including,  without  limitation,  those relating to
indemnification,  costs and expenses),  the Administrative Agent's sole recourse
against the Joint Venture Subsidiary  Borrower under this Assignment for payment
of the Liabilities and for all other payments due hereunder shall be against the
Receivables, the Financed Receivables, the Proceeds, the Net Proceeds and all of
the other Joint Venture Collateral of the Joint Venture Subsidiary Borrower, and
the  Joint  Venture  Subsidiary  Borrower  shall not be  liable  for any  unpaid
Liabilities or any such other amount to the extent that the proceeds of the sale
or other disposition of the Receivables, the Financed Receivables, the Proceeds,
the Net Proceeds and all such other Joint Venture Collateral are insufficient to
pay such amounts;  provided,  however, that notwithstanding the foregoing to the
contrary,  the  Joint  Venture  Subsidiary  Borrower  shall  be  liable  to  the
Administrative Agent in its individual capacity for any loss, expense,  claim or
damage  suffered  by the  Administrative  Agent as a result of the breach by the
Joint Venture Subsidiary Borrower of any of its  representations,  warranties or
covenants contained in this Assignment or any of the other Loan Documents (other
than the Loan Agreement) to which it is a party; provided further, however, that
the  foregoing  provisions of this  subsection  (a) shall in no way be deemed to
affect (i) any of the liabilities and obligations of any of the Borrowers (other
than the Joint Venture Subsidiary  Borrower) under this Assignment or any of the
other Loan  Documents;  or (ii) the rights or  interests  of the  Administrative
Agent in and to the Receivables,  the Financed Receivables,  the Proceeds or the
Net  Proceeds  and such other  Joint  Venture  Collateral  of the Joint  Venture
Subsidiary  Borrower or any part  thereof or any other rights or remedies of the
Administrative  Agent under this  Assignment or any of the other Loan  Documents
with respect to the Receivables,  the Financed Receivables,  the Proceeds or the
Net  Proceeds  and all such other Joint  Venture  Collateral  or under any other
document, agreement or instrument securing the Liabilities.

         (b) Notwithstanding any term or provision contained herein or in any of
the other Loan Documents to the contrary (including,  without limitation,  those
relating to  indemnification,  costs and expenses),  the Administrative  Agent's
sole  recourse  hereunder  for  payment  of the  Liabilities  and for all  other
payments  due  hereunder  shall be  against  the  assets  of the  Joint  Venture
Subsidiary  Borrower as and to the extent  provided in the preceding  subsection
(a),  and the  Administrative  Agent shall have no recourse for any such payment
against any of the Joint  Venturers  of the Joint  Venture  Subsidiary  Borrower
(other than Fine Host) or any of their assets,  notwithstanding  that any of the
Joint  Venturers  might otherwise be liable for obligations of the Joint Venture
Subsidiary  Borrower under applicable law, the  organizational  documents of the
Joint Venture  Subsidiary  Borrower or otherwise;  provided,  however,  that the
foregoing  provisions of this subsection (b) shall in no way be deemed to affect
(i) any of the liabilities  and obligations of any of the Borrowers  (other than
the Joint Venture Subsidiary Borrower) under this Assignment or any of the other
Loan Documents;  or (ii) the rights or interests of the Administrative  Agent in
and to the  Receivables,  the  Financed  Receivables,  the  Proceeds  or the Net
Proceeds  and all of the other Joint  Venture  Collateral  of the Joint  Venture
Subsidiary  Borrower or any part  thereof or any other rights or remedies of the
Administrative  Agent under this  Assignment or any of the other Loan  Documents
with respect to the Receivables,  the Financed Receivables,  the Proceeds or the
Net  Proceeds  and all such other Joint  Venture  Collateral  or under any other
document,  agreement or instrument securing the Liabilities. In the event of any
inconsistency  between the provisions of this  subsection (b) and the provisions
of any of the other Loan Documents (including,  without limitations,  provisions
relating to joint and several  liability  or liability on the part of any Person
comprising part of another Person),  the provisions of this subsection (b) shall
control.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
an instrument under seal on the date and year first written above.

                                JOINT VENTURE SUBSIDIARY BORROWER:

WITNESS:                        [Name of Joint Venture Subsidiary Borrower]



                                By:
Name                            Name:
                                Title:
                                       Its duly authorized officer or agent

                                ADMINISTRATIVE AGENT:

WITNESS:

                                BANKBOSTON, N.A., AS
                                ADMINISTRATIVE AGENT



                                 By:
Name                             Name:
                                 Title:
                                          Its duly authorized officer





<PAGE>



                                   Schedule A

                        List of Contracts and Agreements





                                     <PAGE>



                                   Schedule B

                               List of Receivables





                                     <PAGE>



                                   Schedule C

                          List of Financed Receivables








61938_3









                                                                       EXHIBIT I

                                     FORM OF
                          [SECOND] AMENDED AND RESTATED
                     ASSIGNMENT OF RECEIVABLES AND PROCEEDS
                       (for [Name of Subsidiary Borrower])

         This  [SECOND]  AMENDED AND  RESTATED  ASSIGNMENT  OF  RECEIVABLES  AND
PROCEEDS (the "Assignment") is made as of this July __, 1997, by and between (a)
_________________________,  a ____________________,  with its principal place of
business at __________________________________ (together with its successors and
assigns, the "Subsidiary Borrower"), and (b) BANKBOSTON, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") for various banks and other
financial institutions which are or may hereafter become parties (said banks and
other financial  institutions  are  hereinafter  referred to collectively as the
"Banks") to that certain  Fourth Amended and Restated Loan  Agreement,  dated of
even date  herewith (as the same may be  hereafter  further  amended,  modified,
supplemented,  extended or restated, from time to time, the "Loan Agreement") by
and among Fine Host  Corporation,  a  Delaware  corporation  (together  with its
successors  and assigns,  "Fine  Host"),  all of the  Subsidiaries  of Fine Host
(including  without  limitation,  the Subsidiary  Borrower),  the Administrative
Agent,  USTrust,  as  Documentation  Agent for the Banks (in such capacity,  the
"Documentation  Agent")(the Administrative Agent and the Documentation Agent are
hereinafter sometimes referred to collectively as the "Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS, in connection with the Existing Loan Agreement, the Subsidiary
Borrower  entered  into,  among  other  things,  a certain  [First  Amended  and
Restated]  Assignment of Receivables  and Proceeds,  dated as of  _____________,
199_ (the "Existing Assignment of Receivables and Proceeds"), by and between the
Subsidiary  Borrower and USTrust, as Lender and Agent for the Existing Banks (in
such capacity, the "Original Agent"), pursuant to which, among other things, the
Subsidiary  Borrower has assigned to the Original Agent, for the ratable benefit
of the Existing  Banks,  as  additional  security  all of its rights,  title and
interests in certain proceeds and receivables resulting from certain agreements,
contracts,  permits,  licenses and other  arrangements  to which the  Subsidiary
Borrower is or may become a party; and


<PAGE>

         WHEREAS,  Fine Host Corporation and all of its Subsidiaries  (including
without  limitation,  the Subsidiary  Borrower) have requested that the Existing
Banks amend and restate in its  entirety  the  Existing  Loan  Agreement  in the
manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that the  Subsidiary  Borrower  shall have  amended  and
restated in its entirety the Existing  Assignment of Receivables and Proceeds in
the manner provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and  sufficiency  of which are hereby  acknowledged,  the Subsidiary
Borrower and the  Administrative  Agent,  for the ratable  benefit of the Banks,
hereby amend and restate the Existing  Assignment of Receivables and Proceeds to
read in its entirety as follows:

         1. To secure the prompt,  punctual,  and  faithful  performance  by the
Subsidiary  Borrower of all of the Liabilities,  the Subsidiary  Borrower hereby
grants,  assigns and  transfers  to the  Administrative  Agent,  for the ratable
benefit of the Banks, and creates in the  Administrative  Agent, for the ratable
benefit of the Banks,  a security  interest  in all of the  rights,  title,  and
interests of the Subsidiary Borrower in, to and under the following:

                  1.1 all  proceeds,  including but not limited to, Net Contract
         Proceeds (collectively,  the "Proceeds") resulting from all agreements,
         contracts,  and permits,  licenses, and other arrangements to which the
         Subsidiary  Borrower is  currently or  hereafter  becomes a party,  and
         pursuant to which,  among other  things,  the  Subsidiary  Borrower has
         agreed (a) to provide food and beverage services at certain  facilities
         described therein,  (b) to operate and otherwise use food, beverage and
         liquor licenses at such facilities, or (c) to manage certain concession
         and food service areas at such  facilities  (including  but not limited
         to, the Facility  Agreements),  and all related agreements,  contracts,
         and  permits,  licenses,  and  other  arrangements,  including  but not
         limited to the  Agreements  listed and described on Schedule A attached
         hereto,  which Schedule A includes all of the material Agreements as of
         the date of this Assignment, all as the same may hereafter be modified,
         amended,   reaffirmed,   restated,  or  extended   (collectively,   the
         "Agreements"); and

                  1.2 all of those certain promissory notes listed on Schedule B
         attached hereto and incorporated  herein by reference,  all as the same
         may hereafter be modified, amended,  reaffirmed,  restated, or extended
         and any rights under any Agreement, or promissory notes, bonds, letters
         of credit,  other agreements and arrangements  executed  hereafter,  in
         each case,  including but not limited to, the rights of the  Subsidiary
         Borrower  to  receive  payment in  connection  or  associated  with the
         Subsidiary  Borrower  incurring  Project  Costs  pursuant to a Facility
         Agreement,   (collectively,   the   "Receivables"  and  individually  a
         "Receivable"),

subject  to  Section 5 below,  as  security  only,  to have and to hold unto the
Administrative  Agent, its successors and assigns,  to its and their own use and
benefit,  until  such  time as the  Loans  (and  all  other  obligations  of the
Subsidiary  Borrower  to the  Administrative  Agent)  shall  have  been paid and
performed in full.

         2. The Subsidiary  Borrower shall deliver to the  Administrative  Agent
contemporaneously  herewith the originals of all promissory notes which evidence
any  Receivables,  and each such  promissory  note shall be  endorsed  by a duly
authorized  officer  or  agent  of the  Subsidiary  Borrower,  in  favor  of the
Administrative Agent, with full recourse.

         3. The Subsidiary Borrower hereby appoints the Administrative  Agent as
its agent and attorney  with full power of  substitution  in its name and on its
behalf,  upon the occurrence and during the continuance of any Event of Default,
to sign, seal,  indorse,  complete  indorsement,  execute and deliver,  all such
further  instruments of transfer and agreements,  supplemental,  confirmatory or
otherwise, as may be required for the purpose of more effectively vesting in the
Administrative  Agent all of the rights,  title, and interests of the Subsidiary
Borrower in, to and under the Receivables; such power of attorney, being coupled
with an  interest,  shall not be revoked  for any reason  until all  obligations
under the Loan Agreement shall have been paid and performed in full.

     4. The  Subsidiary  Borrower  hereby  represents,  warrants,  covenants and
agrees at all times during the term of this Assignment as follows:

     a. That the  Subsidiary  Borrower will perform and observe  faithfully  and
punctually all obligations,  terms,  covenants,  and conditions set forth in the
Loan Documents;

                  b. That, as of the date hereof,  the amount listed on Schedule
         C as "Principal  Outstanding," "Interest Accrued," and "Total" for each
         Receivable is correct, and there are no offsets,  defenses or claims by
         any payor or indorser  under any  Receivable  which  would  affect such
         amounts or the  enforceability  of any of the  Receivables  against any
         payor, indorser, or guarantor;

     c. That the  Subsidiary  Borrower is the sole owner of and has not and will
not sell, assign, transfer,  mortgage,  encumber or pledge all or any portion of
its interest in any of the Proceeds or the  Receivables  to any person or entity
other than the Administrative Agent;

                  d. That the Subsidiary Borrower will not cancel, amend, alter,
         modify, renew, extend, renegotiate, or terminate any of the Receivables
         or Agreements  without the prior written consent of the  Administrative
         Agent, so as to materially and adversely affect the Proceeds; provided,
         however,  that, prior to the occurrence of any Default,  the Subsidiary
         Borrower may,  without such consent,  make or agree to any amendment or
         modification that the Subsidiary Borrower reasonably believes is in the
         best interest of the Subsidiary Borrower and does not materially affect
         its ability to make payments required to be made to the  Administrative
         Agent under the Loan Documents;

                  e. That the Subsidiary Borrower will take no action associated
         with the cancellation,  modification,  amendment,  alteration, renewal,
         extension,  renegotiation,  or  termination  of any other  contract  or
         renegotiation, or termination of any other contract or agreement of any
         nature which would,  directly or indirectly,  affect the payment terms,
         amount due,  or  enforceability  of any  Receivables  or the  Proceeds;
         provided,  however,  that, prior to the occurrence of any Default,  the
         Subsidiary  Borrower may,  without such  consent,  make or agree to any
         amendment  or  modification  that the  Subsidiary  Borrower  reasonably
         believes is in the best  interest of the  Subsidiary  Borrower and does
         not materially  affect its ability to make payments required to be made
         to the Administrative Agent under the Loan Documents;

                  f. That neither the Subsidiary  Borrower nor, to the knowledge
         of the Subsidiary  Borrower,  any other party is in default under or in
         violation of any of the terms,  covenants,  or  conditions of any other
         contract  or  agreement   of  any  nature  which  would,   directly  or
         indirectly,  materially  affect  the  payment  terms,  amount  due,  or
         enforceability of any Receivable or the Proceeds;

                  g. That the  Subsidiary  Borrower  will  promptly upon written
         request by the Administrative  Agent,  execute and deliver and cause to
         be executed and delivered all such instruments of pledge or assignment,
         and such other instruments or documents as the Administrative Agent may
         reasonably request at any time for the purpose of securing or otherwise
         affecting its rights hereunder; and

                  h. That upon the occurrence and during the  continuance of any
         Event of Default, the Subsidiary Borrower shall use its best efforts to
         promptly  cooperate  with  the  Administrative   Agent's  requests  and
         directions relating to collection of the Receivables or the Proceeds.

         5. Except as provided  herein with respect to the Financed  Receivables
(as  defined  below),  so  long as no  Event  of  Default  has  occurred  and is
continuing,  the Subsidiary Borrower shall have the right to exercise all rights
and shall be entitled to receive all payments under the Receivables.

         6.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  the Subsidiary  Borrower  hereby  unconditionally  and absolutely
assigns to the Administrative  Agent (and not as security only), for the ratable
benefit  of the  Banks,  all of the  Subsidiary  Borrower's  rights,  title  and
interests  as payee to  receive  payment  of all  partial  or full  prepayments,
whenever  made, of any and all of the Financed  Receivables  (collectively,  the
"Financed Receivables" and individually a "Financed Receivable"), which Financed
Receivables are listed on Schedule C attached hereto and incorporated  herein by
reference  (provided,  however,  that  any  amounts  received  from  a  Financed
Receivable  related to the  Guidance  Loans shall be paid to the  Administrative
Agent only up to the full unpaid  amount of such  Guidance  Loans,  and promptly
distributed,  pro rata, to the Banks, to be applied to the unpaid amount of such
Guidance  Loans),  such  assignment  being  a  present  assignment  and  not  an
assignment for security only.  Any such  prepayments  received by the Subsidiary
Borrower, whether directly or indirectly (including, without limitation, offsets
against  amounts owed by the  Subsidiary  Borrower to such payor under any other
contract or agreement),  shall be held in trust by the  Subsidiary  Borrower for
the  Administrative  Agent, and shall be paid immediately to the  Administrative
Agent,  without  any  requirement  for the  Administrative  Agent to make demand
therefor.  It is the intent of the  Subsidiary  Borrower and the  Administrative
Agent that this is a present,  unconditional  assignment  for value,  and is not
intended as a conditional assignment for security or otherwise.

         7.  Notwithstanding  the foregoing Section 5 or anything else herein to
the contrary,  the Subsidiary  Borrower  hereby  unconditionally  and absolutely
assigns to the Administrative  Agent (and not as security only), for the ratable
benefit of the Banks, the right to receive payment of all Net Contract Proceeds,
whenever made by any person,  to the extent required by subsection 3.1(b) of the
Loan Agreement, such assignment being a present assignment and not an assignment
for  security  only;  provided,  however,  that the amount so assigned  shall be
applied as provided in subsection 3.1(b) of the Loan Agreement,  unless an Event
of Default has occurred and is  continuing.  Any such  payments  received by the
Subsidiary  Borrower,   whether  directly  or  indirectly  (including,   without
limitation,  offsets  against  amounts owed by the  Subsidiary  Borrower to such
person under any other  contract or  agreement),  shall be held in trust for the
Administrative Agent, and shall be paid immediately to the Administrative Agent,
without any requirement for the Administrative Agent to make demand therefor. It
is the intent of the  Subsidiary  Borrower  and the  Administrative  Agent that,
except as set forth  above in this  Section,  this is a  present,  unconditional
assignment,  for value,  and is not  intended as a  conditional  assignment  for
security or otherwise.

         8.  Immediately  upon the occurrence and during the  continuance of any
Event of Default,  the Subsidiary  Borrower shall be deemed to hold in trust for
the  Administrative  Agent any  payments  received by the  Subsidiary  Borrower,
whether directly or indirectly (including,  without limitation,  offsets against
amounts owed by the  Subsidiary  Borrower to such payor under any other contract
or  agreement),  under any  Receivable,  and all such  amounts  received  by the
Subsidiary  Borrower  shall be paid  immediately  to the  Administrative  Agent,
without any requirement for the Administrative Agent to make demand therefor. In
addition, and also immediately upon the occurrence and during the continuance of
any Event of Default, the Administrative  Agent may, at its option,  exercisable
at any time and from time to time,  without  in any way  waiving  such  Event of
Default,  either in person or by agent,  with or without  bringing any action or
proceeding,   exercise  and  enforce  any  and  all  rights  as  holder  of  the
Receivables,   including,   without  limitation,   the  right  to  complete  the
indorsement.  In  addition  to and  not in  limitation  of  the  foregoing,  the
Administrative  Agent shall have all the rights and remedies of a secured  party
under the UCC with respect to the Notes Receivable.  Whenever notice is required
to be given of any public or private  sale,  such  notice  shall be deemed to be
reasonable  if given at least  seven (7) days prior to the date any public  sale
shall be held.

         9. The  Administrative  Agent shall not be liable for any loss,  claim,
damage,  liability or expense  which may be sustained or incurred in  connection
with any actions or failure to act by the Administrative Agent hereunder, except
losses resulting  solely from the gross negligence or willful  misconduct of the
Administrative  Agent. The Subsidiary  Borrower does hereby indemnify,  save and
hold the  Administrative  Agent harmless from and against any and all liability,
loss,  claim,  damage and expense  which may be incurred  under or in connection
with  the  Receivables,  or  otherwise  caused  by  the  negligence  or  willful
misconduct of the  Subsidiary  Borrower,  its agents,  officers,  directors,  or
employees,  including,  without  limitation,  any actions taken or omitted to be
taken by the Administrative Agent, except losses resulting solely from the gross
negligence or willful misconduct of the Administrative  Agent. The amount of any
such liability,  loss,  claim,  damage or expense  indemnified  against shall be
deemed to include  reasonable  attorneys'  fees and other costs of defense,  and
shall  be  secured  hereby  and by the  Loan  Documents  and be  payable  by the
Subsidiary Borrower to the Administrative  Agent immediately upon demand, or, at
the option of the Administrative  Agent, the Administrative  Agent may reimburse
itself therefor from any moneys collected by the Administrative Agent hereunder,
under the  Receivables,  the Proceeds,  or under any of the Loan Documents.  The
Administrative  Agent shall be required to exercise the same standard of care in
dealing with,  storing,  and safeguarding the Receivables as the  Administrative
Agent exercises with similar documents under which the  Administrative  Agent is
the payee,  and the  Subsidiary  Borrower  hereby waives any claims or rights of
action  against the  Administrative  Agent with  respect  thereto  (except  with
respect  to  such  standard  of  care),   it  being  further   agreed  that  the
Administrative  Agent's liability with respect to any loss or destruction of any
Receivable  shall  (except in the case of a breach of such  standard of care) be
limited to the  Administrative  Agent issuing a lost note affidavit with respect
to such Receivable.

         10. Failure of the  Administrative  Agent to avail itself of any of the
terms, covenants and conditions of this Assignment or any act done or omitted to
be done  pursuant  to the  Administrative  Agent's  powers  and  rights  granted
hereunder  shall not be  construed  or deemed to be a waiver of its  rights  and
remedies  hereunder or under any of the Loan Documents.  The rights and remedies
of the Administrative  Agent under this Assignment are cumulative and are not in
lieu  of but  are in  addition  to any  other  rights  and  remedies  which  the
Administrative Agent shall have under or by virtue of any of the Loan Documents.
The rights and remedies of the Administrative Agent under this Assignment may be
exercised from time to time, as often as their  exercise is deemed  expedient by
the Administrative Agent and either prior to,  simultaneously with or subsequent
to any other action taken by the Administrative  Agent, if any, under any of the
Loan  Documents.  The  Administrative  Agent may  release any party or apply any
other security held by it to the  satisfaction of the obligations  hereunder and
under any of the Loan  Documents  without  prejudice  to any of its rights under
this Assignment.

         11. The Subsidiary Borrower hereby agrees to execute and deliver to the
Administrative  Agent all such further instruments and documents as from time to
time during the term of this Assignment the Administrative  Agent may reasonably
require  or deem  appropriate  in order to more  adequately  secure  the  rights
hereunder,   including  but  not  limited  to,  UCC  financing  statements.  The
Administrative  Agent may file with the appropriate  governmental  bodies,  as a
financing  statement,  a  carbon,  photographic  or other  reproduction  of this
Assignment.

         12. If any term or  provision  of this  Assignment  or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of this Assignment or the application of such term
or provision of this Assignment to persons and circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby, and
each such term and provision of this  Assignment  shall be valid and enforced to
the fullest extent permitted by law.

     13. All notices, requests and other communications hereunder shall be given
in the manner provided for in the Loan Agreement.

         14. No  change,  amendment,  modification,  cancellation  or  discharge
hereof or any part hereof shall be valid unless the Subsidiary  Borrower and the
Administrative  Agent shall have  consented  thereto in writing.  The Subsidiary
Borrower and the  Administrative  Agent may, from time to time, amend any of the
Schedules  hereto by an amendment  referring to this Assignment and substituting
or adding to such Schedule.  To the extent that any provision in this Assignment
is inconsistent  with any provision of the Loan  Documents,  then the Subsidiary
Borrower shall be bound by the more restrictive provision, except in the case of
Section 16 hereof.  To the extent  possible,  however,  the  provisions  of this
Assignment  and the  Loan  Documents  shall be  interpreted  to  complement  and
supplement each other and the absence of any provision or portion thereof in one
such  document  shall  not be  deemed to be  inconsistent  with the  other  such
documents which contains such provision or portion thereof.

         15. The terms,  covenants,  and conditions contained herein shall inure
to the benefit of, and bind the Subsidiary Borrower and the Administrative Agent
and their respective  successors and assigns. This Assignment shall be construed
and enforced in accordance with and governed by the laws of the  Commonwealth of
Massachusetts.

         16. (a) Any provision contained herein to the contrary notwithstanding,
if the  execution,  delivery or  performance  of this  Assignment  requires  the
consent or approval of any third party, or adversely affects the  enforceability
of any  Receivable  or the  requirement  that the  Subsidiary  Borrower be paid,
repaid, or reimbursed in the event of termination of an Agreement,  according to
its terms,  or  constitutes  a breach or default  under an  Agreement,  and such
consent or  approval  has not yet been  obtained,  then the  provisions  of this
Assignment  shall be deemed to be  ineffective  and the  delivery  hereof by the
Subsidiary  Borrower to the  Administrative  Agent shall be made in escrow until
such necessary  consent or approval has been  obtained,  at which time all terms
and  conditions  hereof  shall be and shall be  deemed  to be in full  force and
effect, and the  Administrative  Agent agrees, in such event and with respect to
any such  Receivable  or Agreement  which could give rise to Proceeds,  that the
Subsidiary  Borrower  shall have no  obligation  to procure any such  consent or
approval prior to the occurrence of any Event of Default or any  acceleration of
the Loans.  The  limitations of this paragraph shall not apply to the extent any
Receivable or any Agreement allows the assignment for security purposes.

                  (b)  Any provision contained herein to the contrary

                           (i) subject to subsection (ii) below,  the Agreements
                  shall not include any liquor  license or any other license the
                  assignment  of which would  require the consent or approval of
                  any  governmental  authority  or agency or other  third  party
                  unless and until such consent or approval  has been  obtained;
                  and

                           (ii) unless an Event of Default has  occurred and the
                  Liabilities have been  accelerated  pursuant to Section 8.2 of
                  the Loan  Agreement,  the  Subsidiary  Borrower  shall  not be
                  required  to obtain or seek to obtain any  consent or approval
                  referred to above.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
an instrument under seal as of date first written above.

                             SUBSIDIARY BORROWER:

WITNESS:                     [Name of Subsidiary Borrower]



                             By:
Name                         Name:
                             Title:
                                    Its duly authorized officer or agent



                             ADMINISTRATIVE AGENT:
WITNESS:                     BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT





                             By:
Name:                        Name:
                             Title:
                                   Its duly authorized officer










                                     <PAGE>



                                   Schedule A

                        List of Contracts and Agreements




                                     <PAGE>



                                   Schedule B

                               List of Receivables





                                     <PAGE>



                                   Schedule C

                          List of Financed Receivables








<PAGE>


                                                                       EXHIBIT J


                                     FORM OF
                           THIRD AMENDED AND RESTATED
                             STOCK PLEDGE AGREEMENT

         This  THIRD   AMENDED  AND  RESTATED   STOCK  PLEDGE   AGREEMENT   (the
"Agreement")  is made  as of  July  __,  1997,  by and  between  (a)  FINE  HOST
CORPORATION,  a Delaware  corporation  with its principal  office at 3 Greenwich
Office Park,  Greenwich,  Connecticut  06830  (together  with its successors and
assigns,  "Fine Host"),  and (b) BANKBOSTON,  N.A., as Administrative  Agent (in
such capacity, the "Administrative Agent") for various banks and other financial
institutions  which are or may  hereafter  become  parties (said banks and other
financial  institutions are hereinafter referred to collectively as the "Banks")
to that certain Fourth Amended and Restated Loan  Agreement,  dated of even date
herewith (as the same may be hereafter further amended, modified,  supplemented,
extended or restated, from time to time, the "Loan Agreement") by and among Fine
Host, all of the Subsidiaries of Fine Host, the Administrative  Agent,  USTrust,
as  Documentation  Agent  for the Banks (in such  capacity,  the  "Documentation
Agent")(the  Administrative  Agent and the  Documentation  Agent are hereinafter
sometimes referred to collectively as the "Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  Fine Host
entered into,  among other things,  a certain  Second Amended and Restated Stock
Pledge  Agreement,  dated  as of June  __,  1997  (the  "Existing  Stock  Pledge
Agreement"),  by and between Fine Host and USTrust,  as Lender and Agent for the
Existing  Banks (in such  capacity,  the "Original  Agent"),  pursuant to which,
among other  things,  Fine Host granted to the Original  Agent,  for the ratable
benefit  of the  Existing  Banks,  a security  interest  in all of the shares of
capital  stock  owned  by  Fine  Host  in  the  following   corporations   (said
corporations  are  hereinafter   referred  to  collectively  as  the  "Corporate
Subsidiary Borrowers" and each singly as a "Corporate Subsidiary Borrower"),  to
secure  all of the  obligations  and  liabilities  of Fine Host to the  Existing
Banks,  all as more  particularly  described  therein:  (i) Fine  Host  Services
Corporation, a Delaware corporation,  (ii) Fine Host of Vermont, Inc., a Vermont
corporation,  (iii)  Fanfare,  Inc., a  Massachusetts  corporation,  (iv) Global
Fanfare, Inc., an Indiana corporation,  (v) Fine Host International Corporation,
a Delaware corporation, (vi) Creative Food Management, Inc., an Ohio corporation
(f/k/a VGE  Acquisition  Corp.),  (vii)  Northwest Food Service,  Inc., an Idaho
corporation, (viii) Southwest Food Service, Inc., a New Mexico corporation, (ix)
Republic  Management Corp. of Massachusetts,  a Massachusetts  corporation,  (x)
Versatile Holding  Corporation,  a Delaware  corporation,  (xi) Ideal Management
Services,  Inc., a New York  corporation,  (xii) Service  Dynamics  Corp., a New
Jersey corporation,  and (xiii) PCS Holding Corp., a North Carolina  corporation
(f/k/a HCS Management Corp.); and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation, the Corporate Subsidiary Borrowers) have requested that the Existing
Banks amend and restate in its  entirety  the  Existing  Loan  Agreement  in the
manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that Fine Host shall have  amended  and  restated in its
entirety the Existing Stock Pledge Agreement in the manner provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to induce the Banks, the  Administrative  Agent and the  Documentation  Agent to
amend  and  restate  the  Existing  Loan  Agreement,  as  provided  in the  Loan
Agreement,  and to induce the Banks to make  Extensions of Credit under the Loan
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged,  Fine Host and the Administrative
Agent,  for the  ratable  benefit of the Banks,  hereby  amend and  restate  the
Existing Stock Pledge Agreement to read in its entirety as follows:

         1.       The Collateral.  Fine Host hereby represents, warrants and
                  covenants to the Administrative Agent that:

                  1.1 Fine  Host is the  record  and  legal  owner of all of the
         issued and outstanding shares  (collectively,  the "Shares") of capital
         stock  of  each  of the  Corporate  Subsidiary  Borrowers,  all as more
         particular  described  in  Exhibit A attached  hereto and  incorporated
         herein by reference;

                  1.2 The  Shares  are free and  clear  of all  pledges,  liens,
         claims,  charges,  encumbrances and restrictions  other than the pledge
         and  security  interest  from  Fine  Host to the  Administrative  Agent
         granted hereunder; and

                  1.3 Fine Host has and will  have  power,  authority  and legal
         right to pledge and grant a security  interest in and to the Collateral
         (as defined below).

         Fine Host hereby agrees to defend the Administrative Agent's rights and
security  interest  in the  Collateral.  The  Shares,  together  with any rights
thereunder and all proceeds therefrom,  including without limitation,  dividends
(cash or stock),  income,  interest,  earnings,  profits and other distributions
thereunder, whether now owned or hereafter acquired, are hereinafter referred to
collectively as the "Collateral."

         2. Administrative Agent and Security Interest. Fine Host hereby pledges
and grants to the Administrative  Agent, for the ratable benefit of the Banks, a
continuing  security interest in all of the Collateral,  as security for payment
and  performance of all of the Liabilities (as defined in the Loan Agreement) of
Fine Host to the Agents and the Banks. In case Fine Host shall hereafter acquire
(i)  any  additional  shares  of the  capital  stock  of  any  of the  Corporate
Subsidiary  Borrowers or any  corporation  which may the successor of any of the
Corporate Subsidiary Borrowers, (ii) any warrants or options for the purchase of
shares of such  capital  stock of any class of any of the  Corporate  Subsidiary
Borrowers or (ii) any securities  exchangeable for or convertible into shares of
such capital stock of any class of any of the Corporate Subsidiary Borrowers, by
purchase or otherwise, then Fine Host shall forthwith deliver to and pledge such
shares or other securities to the Administrative Agent under this Agreement.

         3.  Custody of  Collateral.  Fine Host has  delivered  herewith  to the
Administrative  Agent all of the  certificates  and  instruments  evidencing the
Shares.  Fine Host acknowledges that the  Administrative  Agent holds the Shares
hereunder,  for the ratable benefit of the Banks,  and as designee of Fine Host,
to hold the Shares for the  purpose of  perfecting  the  Administrative  Agent's
security interest in the Shares.

         4. Dividends and Voting While No Event of Default.  So long as no Event
of Default has occurred and is continuing (or if continuing has been effectively
waived by the  Administrative  Agent in writing),  Fine Host,  as to the Shares,
shall be entitled  (subject  specifically  to the  provisions  and  restrictions
contained in the Loan Agreement and the rights of the Administrative Agent under
the Loan Documents): to (a) receive any cash dividends which are permitted under
the Loan  Agreement  and which are paid in  respect  of the  Shares  (all  stock
dividends shall be promptly and directly delivered to the Administrative Agent);
(b) vote the Shares (to the extent  otherwise  entitled  thereto);  and (c) give
consents, waivers and ratifications in respect of the Shares; provided, however,
that no vote shall be cast or consent,  waiver or  ratification  given or action
taken which would be  inconsistent  with or violate  any  provision  of the Loan
Agreement or the Loan  Documents.  All such rights of Fine Host to vote and give
consents,  waivers and  ratification  with respect to the Shares  shall,  at the
Administrative  Agent's  option  as  evidenced  by  the  Administrative  Agent's
notifying  Fine Host of such  election,  cease in case a Default  or an Event of
Default shall have occurred and be continuing.

         5. Remedies  Following  Event of Default.  If an Event of Default shall
occur and be continuing,  the  Administrative  Agent shall  thereafter  have the
following  rights and remedies (to the extent  permitted by  applicable  law) in
addition to the rights and  remedies of a secured  party under the UCC, all such
rights  and  remedies  being   cumulative,   not  exclusive,   and   enforceable
alternately,  successively  or  concurrently,  at  such  time  or  times  as the
Administrative Agent deems expedient:

                  (a) if the Administrative  Agent so elects and gives notice of
         such election to Fine Host,  the  Administrative  Agent may vote any or
         all Shares  (whether or not the same shall have been  transferred  into
         its name or the name of its nominee or nominees) and give all consents,
         waivers and ratification in respect of the stock and otherwise act with
         respect  thereto as though it was the outright owner thereof (Fine Host
         hereby  irrevocably  appoints  the  Administrative  Agent the proxy and
         attorney-in-fact  of Fine Host, with full power of substitution,  to do
         so);

     (b) the  Administrative  Agent may  demand,  sue for,  collect  or make any
compromises or settlement which it deems suitable in respect of the Collateral;

                  (c) the  Administrative  Agent may sell,  resell,  assign  and
         deliver or otherwise dispose of any or all of the Collateral,  for cash
         or credit or both and upon such  terms,  at such place or places and at
         such  time or times and to such  persons  as the  Administrative  Agent
         deems expedient, all without demand for performance by Fine Host or any
         notice or  advertisement  whatsoever  except such as may be required by
         law; and

     (d) the  Administrative  Agent may cause all or any part of the  Collateral
held by it to be  transferred  into  its  name or the  name  of its  nominee  or
nominees.
         Fine Host  recognizes  that the  Administrative  Agent may be unable to
effect a public sale of the Shares by reason of certain  prohibitions  contained
in the Securities Act of 1933, as amended,  or any applicable  state  securities
laws,  but may be compelled to resort to one or more private  sales thereof to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such securities for their own account,  for investment and not with a
view to the  distribution  or resale  thereof.  Fine Host  agrees  that any such
private sales may be at prices and on other  reasonable  terms less favorable to
the seller  than if sold at public  sales and that such  private  sales shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no  obligation to delay a sale of any of the Shares for the
period of time  necessary  to permit the issuer of such  securities  to register
such  securities  for public sale under the  Securities Act of 1933, as amended,
even if the issuer would agree to do so.

         Fine Host hereby  agrees  that the sending of ten (10) days'  notice by
certified mail return receipt requested, postage prepaid, to Fine Host's address
set forth at the head of this Agreement of the place and time of any public sale
or of the time after which any private sale or other intended  disposition is to
be made, shall be deemed reasonable  notice thereof.  To the extent permitted by
law, the Administrative Agent may enforce its rights hereunder without any other
notice  and  without  compliance  with  any  other  condition  precedent  now or
hereafter imposed by statute,  rule of law or otherwise (all of which are hereby
expressly  waived  by  Fine  Host).  If any of the  Collateral  is  sold  by the
Administrative  Agent upon  credit or for future  delivery,  the  Administrative
Agent shall not be liable for the failure of the  purchaser  to pay for the same
and in such event the  Administrative  Agent may  resell  such  Collateral.  The
Administrative  Agent may buy any part or all of the  Collateral  at any  public
sale and if any part or all of the Collateral is of a type customarily sold in a
recognized  market or is of the type which is the subject of  widely-distributed
standard price quotations,  the Administrative Agent may buy at private sale and
may make payments thereof by any means. The  Administrative  Agent may apply the
cash  proceeds  actually  received  from any sale or  other  disposition  to the
reasonable  expenses of retaking,  holding,  preparing for sale, selling and the
like, to reasonable  attorneys'  fees and all legal  expenses,  travel and other
expenses  which may be incurred by the  Administrative  Agent in  attempting  to
collect the Liabilities,  or any of them, or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related to the subject matter
of this Agreement;  and then to the Liabilities in such order as to principal or
interest remaining unpaid,  including legal interest thereon, and the balance of
any expenses  unpaid,  as the  Administrative  Agent in it sole  discretion  may
reasonably determine, and any surplus shall be paid to Fine Host.

         The  Administrative  Agent  understands  that certain state liquor laws
that now or may in the  future  be  applicable  to Fine  Host may  require  that
certain  approvals be  obtained,  or certain  filings be made or notices  given,
prior to the time at which (i) the  Shares may be  transferred  into the name of
the  Administrative  Agent or its nominee or (ii) the  Administrative  Agent may
exercise  control with respect to the Shares if related  liquor  licenses are to
remain in effect.

         6. Costs;  Legal Fees.  Fine Host  agrees to pay, or to  reimburse  the
Agents and the Banks,  as the case may be, on  demand,  for all fees,  costs and
expenses (including  reasonable legal fees, costs and expenses) incurred or paid
by any of the Agents and the Banks in connection with: (a) the collection of the
Liabilities or the enforcement of the Administrative Agent's rights and remedies
under this  Agreement;  (b) the  administration,  supervision,  protection of or
realization  on  any  of  the  Collateral  held  as  security  for  any  of  the
Liabilities;  or (c) the defense of any action  against any of the Agents or the
Banks with respect to the  Administrative  Agent's rights or remedies in respect
to the Collateral;  and all of the foregoing fees,  costs, and expenses shall be
part  of the  Liabilities  secured  by  this  Agreement,  and may be paid by the
Administrative  Agent,  acting  in  its  sole  discretion,   and  added  to  the
Liabilities,  in each case,  whether or not any suit or other legal  proceedings
are commenced or pending.

         7.  Marshalling.  The  Administrative  Agent  shall not be  required to
marshall any present or future  security for  (including but not limited to this
Agreement and the  Collateral)  the  Liabilities  or any of them or to resort to
such security in any particular  order;  and all of its rights  hereunder and in
respect  of such  security  shall be  cumulative  and in  addition  to all other
rights,  however  existing or arising.  To the extent that it lawfully may, Fine
Host hereby agrees that it will not invoke any law which might cause delay in or
impede the enforcement of the Administrative Agent's rights under this Agreement
or under any other  instrument  evidencing any of the Liabilities or under which
any of the  Liabilities  is  outstanding  or by which any of the  Liabilities is
secured or guaranteed,  and Fine Host hereby  irrevocably waives the benefits of
all such laws.

         8. Fine Host's  Liabilities Not Affected.  The Liabilities of Fine Host
hereunder shall remain in full force and effect without regard to, and shall not
be  impaired  by,  (a)  any  exercise  or  nonexercise,  or any  waiver,  by the
Administrative  Agent  of any  right,  remedy,  power or  privilege  under or in
respect of any of the  Liabilities  or any  security  therefor  (including  this
Agreement),  (b) any amendment or waiver of any of the terms of the  Liabilities
of Fine Host to the  Administrative  Agent and the  security  therefor,  (c) any
amendment  or  waiver  of any of the terms of any  instrument  (other  than this
Agreement)  providing security for any of the Liabilities,  or (d) the taking of
additional security for any guaranty of any of the Liabilities or the release or
discharge or termination of any security or guaranty for any of the Liabilities;
whether or not Fine Host shall have notice or knowledge of any of the foregoing.

         9.  Transfers By Fine Host.  Without the prior  written  consent of the
Administrative  Agent,  Fine Host will not sell,  assign,  transfer or otherwise
dispose of,  grant any option with  respect to, or pledge or grant any  security
interest  in or  otherwise  encumber or restrict  any of the  Collateral  or any
interest therein, except as provided for in this Agreement.

         10.  Further  Assurances.  Fine  Host will do all such  acts,  and will
furnish to the Administrative Agent all such financing statements, certificates,
opinions  and  other  documents  and will do or cause to be done all such  other
things as the  Administrative  Agent may reasonably request from time to time in
order to give full  effect to this  Agreement  and to secure  the  rights of the
Administrative Agent hereunder.

         11.  Administrative  Agent's Exoneration.  Under no circumstances shall
the  Administrative  Agent  be  deemed  to  assume  any  responsibility  for  or
obligation  or duty (except for safe custody) with respect to any part or all of
the  Collateral  delivered  hereunder,  of any  nature or kind or any  matter or
proceedings  arising out of or relating  thereto,  but the same shall be at Fine
Host's sole risk at all times,  excepting only the Administrative  Agent's gross
negligence or wilful misconduct.  The Administrative Agent shall not be required
to take any  action of any kind to  collect,  preserve  or  protect  its or Fine
Host's rights in the Collateral  against any parties  thereto.  Fine Host hereby
releases the Administrative Agent from any claims,  causes of action and demands
at any time arising out of or with respect to this Agreement,  the  Liabilities,
the use of the Collateral  and/or any actions  reasonably taken or omitted to be
taken by the  Administrative  Agent with respect  thereto,  and Fine Host hereby
agrees to hold the  Administrative  Agent  harmless from and with respect to any
and all such claims, causes of action and demands,  excepting only those claims,
causes of action and demands  attributable to the  Administrative  Agent's gross
negligence or wilful misconduct.

         12. No Waiver.  No act,  failure or delay by the  Administrative  Agent
shall constitute a waiver of its rights and remedies hereunder or otherwise.  No
single or partial waiver by the Administrative  Agent of any default or right or
remedy which it may have shall operate as a waiver of any other  default,  right
or remedy or of the same  default,  right or remedy on a future  occasion.  Fine
Host  hereby  waives  presentment,   notice  of  dishonor  and  protest  of  all
instruments  included in or evidencing any of the Liabilities or the Collateral,
and any and all other notices and demand whatsoever.

     13. Notices. All notices, requests and other communications hereunder shall
be given in the manner provided for in the Loan Agreement.

         14.  Miscellaneous  Provisions.  Neither  this  Agreement  nor any term
hereof may be changed,  waived,  discharged  or  terminated  except by a written
instrument  expressly  referring  to this  Agreement  and to the  provisions  so
modified or limited, and executed by the party to be charged. This Agreement and
all  obligations of Fine Host hereunder  shall be binding upon the successors in
title and assigns of Fine Host, and shall, together with the rights and remedies
of  the   Administrative   Agent   hereunder,   inure  to  the  benefit  of  the
Administrative  Agent,  its successors in title and assigns.  This Agreement and
obligations  of Fine  Host  hereunder  shall be  governed  by and  construed  in
accordance with the laws of the Commonwealth of  Massachusetts.  The descriptive
section headings have been inserted for convenience of reference only and do not
define or limit the provisions  hereof.  If any term of this Agreement  shall be
held to be invalid,  illegal or  unenforceable  the  validity of all other terms
hereof shall be in no way affected  hereby and this Agreement shall be construed
and be enforceable  as if such invalid,  illegal or  unenforceable  term had not
been included herein.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


<PAGE>



         IN WITNESS WHEREOF,  the Administrative Agent and Fine Host have caused
this Agreement to be duly executed and delivered under seal as of the date first
above written.

WITNESS:                                    FINE HOST CORPORATION


_________________________           By:____________________________________
Name:                               Name:
                                    Title:
                                          Its duly authorized officer



WITNESS:                            BANKBOSTON, N.A., AS
                                    ADMINISTRATIVE AGENT




_________________________           By:________________________________
Name:                               Name:
                                    Title:
                                           Its duly authorized officer


<PAGE>



                                    Exhibit A


<TABLE>
<CAPTION>

==========================================================================================================================
                                                           SHARES

======= ================================================ --------------------------- ------------------ ==================
 Item                                                                                                      Certificate
 No.                        Issuer                             Type of Stock          No. of Shares           No(s).
                                                                     Issued
                                                           <C>                            <C>                     <C>
<S>       <C>  
======= ================================================ --------------------------- ------------------ ==================
  1.    Fine Host Services Corporation                   Common stock,                      100                 1
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  2.    Fine Host of Vermont, Inc.                       Common stock,                      100                 5
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  3.    Fanfare, Inc.                                    Common stock,                     2,000               11
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  4.    Global Fanfare, Inc.                             Common Stock,                      400                10
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  5.    Fine Host International Corporation              Common Stock,                      100                 1
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  6.    Creative Food Management, Inc.                   Common Stock,                      75                  5
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  7.    Northwest Food Service, Inc.                     Common Stock,                      820                15
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  8.    Sun West Services, Inc.                          Class A Common Stock,            25,000                4
                                                         with $.01 par value per
                                                         share
======= ================================================ --------------------------- ------------------ ==================
  9.    Republic Management Corp. of Massachusetts       Common Stock,                    184,000
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
 10.    Republic Management Corp. of Massachusetts       Class A Common Stock,            136,000
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
 11.    Republic Management Corp. of Massachusetts       Class B Common Stock,            80,000
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
 12.    Versatile Holding Corporation                    Class A                           6,500
                                                         Common Stock,
                                                         with $.01 par value
                                                         per share
======= ================================================ --------------------------- ------------------ ==================
 13.    Versatile Holding Corporation                    Class B                           3,000
                                                         Common Stock,
                                                         with $.01 par value
                                                         per share

======= ================================================ --------------------------- ------------------ ==================
 14.    Ideal Management Services, Inc.                  Common Stock,                      20
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
 15.    Service Dynamics Corp.                           Common Stock,                      100
                                                         without par value
======= ================================================ --------------------------- ------------------ ==================
  16    PCS Holding Corp. (f/k/a HCS Management Corp.)   Class A Voting Common              375
                                                         Stock,
                                                         with $1.00 par value per
                                                         share
======= ================================================ =========================== ================== ==================
 17.    PCS Holding Corp. (f/k/a HCS Management Corp.)   Nonvoting Preferred              460,000
                                                         Stock,
                                                         with $1.00 par value per
                                                         share
======= ================================================ =========================== ================== ==================
</TABLE>









                                                                       EXHIBIT K

                                     FORM OF
                     SECOND AMENDED AND RESTATED LLC PLEDGE
              AGREEMENT (for Membership Interest in Tarrant County
                              Concessions, L.L.C.)

         This SECOND AMENDED AND RESTATED LLC PLEDGE AGREEMENT (the "Agreement")
is made as of July __,  1997,  by and  between  (a)  FINE  HOST  CORPORATION,  a
Delaware  corporation  with a  principal  office  at 3  Greenwich  Office  Park,
Greenwich,  Connecticut  06830  ("Fine  Host")  and  (b)  BANKBOSTON,  N.A.,  as
Administrative Agent (in such capacity, the "Administrative  Agent") for various
banks and other financial institutions which are or may hereafter become parties
(said  banks  and other  financial  institutions  are  hereinafter  referred  to
collectively  as the "Banks") to that certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host, all of the Subsidiaries of Fine Host,
the Administrative  Agent, USTrust as Documentation Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  Fine Host
entered into, among other things, a certain Pledge  Agreement,  dated as of June
25,  1996,  by and between  Fine Host and  USTrust,  as Lender and Agent for the
Existing Banks (in such capacity, the "Original Agent"), as subsequently amended
from time to time (as so amended, the "Existing Pledge Agreement"),  pursuant to
which, among other things,  Fine Host granted in favor of the Original Agent for
the ratable  benefit of the Existing  Banks,  a security  interest in all of the
rights, title and interests of Fine Host's membership interest in Tarrant County
Concessions,  L.L.C.,  a Texas limited  liability  company (the "LLC  Subsidiary
Borrower"),  all in order to secure all of the  obligations  and  liabilities of
Fine Host to the Existing Banks; and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation,  the LLC Subsidiary Borrower) have requested that the Existing Banks
amend and restate in its  entirety  the  Existing  Loan  Agreement in the manner
provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement;

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that Fine Host shall have  amended  and  restated in its
entirety the Existing Pledge Agreement in the manner provided herein; and

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  Fine Host and the
Administrative  Agent,  for the ratable  benefit of the Banks,  hereby amend and
restate the Existing Pledge Agreement to read in its entirety as follows:

         1. Pledge And Grant of Security  Interest in Collateral.  To secure all
of the  Liabilities  of Fine  Host to the  Administrative  Agent  under the Loan
Agreement  and the other Loan  Documents,  Fine Host  hereby  pledges,  assigns,
grants to the  Administrative  Agent,  for the ratable  benefit of the Banks,  a
continuing  first  priority  security  interest in the  following,  in each case
whether now owned or hereafter acquired,  issued or arising  (collectively,  the
"Collateral"):

                  (a)  all  of  Fine  Host's  Membership  Interest  in  the  LLC
         Subsidiary   Borrower,   whether  now  existing  or  hereafter  arising
         (hereinafter referred to as the "Membership Interest");

                  (b) all  payments,  earnings,  dividends  (whether  cash or in
         kind,  including any dividends of additional  Membership  Interest) and
         other distributions  (including but not limited to, all distribution of
         assets or  property  of the LLC  Subsidiary  Borrower in the event of a
         liquidation or winding up of the LLC Subsidiary  Borrower or otherwise)
         received by the LLC Subsidiary  Borrower with respect to the Membership
         Interest;

                  (c) all rights, interests, and remedies available to Fine Host
         pursuant  to any of the  foregoing,  including  but not  limited to any
         voting or other rights arising from the Membership Interest,  and under
         applicable law; and

                  (d) all proceeds, substitutions,  accessions, and replacements
         (including any  securities or other property in exchange  therefore) of
         any of the foregoing.

         2.       UCC-1 Financing Statements; Certificates.

                  2.1 UCC-1  Financing  Statements.  Fine Host shall execute and
         deliver contemporaneously  herewith to the Administrative Agent certain
         UCC-1 Financing Statements,  in form satisfactory to the Administrative
         Agent,  and will pay all costs  associated  with filing the same in all
         public offices wherever filing is deemed by the Administrative Agent to
         be necessary, desirable or otherwise appropriate.

                  2.2  Certificates.  If, at any time, the  Membership  Interest
         shall be represented by one or more membership interest certificates or
         other certificates of ownership or any other documents, Fine Host shall
         promptly  deliver  such   certificates,   or  other  documents  to  the
         Administrative Agent,  accompanied by transfer powers endorsed in blank
         respecting  such  certificates  or  documents,   duly  executed,   with
         signatures guaranteed if requested by the Administrative Agent.

         3.  Representations, Warranties and Covenants.  Fine Host hereby
             represents, warrants and covenants to the Administrative Agent
             the following:

                  3.1 Locations;  Supplemental  Information Regarding Fine Host.
         Fine Host's  principal place of business,  chief  executive  office and
         mailing address is located at the address set forth at the beginning of
         this  Agreement,  and Fine  Host  does not and  will  not  conduct  any
         business  under any trade name or trade  style  other than Fine  Host's
         legal  name or such  other  names or  styles as may be set forth in the
         Loan Agreement or any of the other Loan Documents.

                  3.2 Title To  Collateral.  Fine  Host has good and  marketable
         title  to  the  Membership  Interest,  subject  to no  pledges,  liens,
         security   interests,   charges,   options,   restrictions   or   other
         encumbrances  except the pledge and security  interest  created by this
         Agreement.

                  3.3 Authority.  Fine Host has full power,  authority and legal
         right to  execute,  deliver  and  perform  its  obligations  under this
         Agreement  and to pledge  and grant a security  interest  in all of the
         Collateral pursuant to this Agreement, and the execution,  delivery and
         performance  hereof  and  the  pledge  of and  granting  of a  security
         interest in the Collateral hereunder do not contravene any law, rule or
         regulation or any  judgment,  decree or order of any tribunal or of any
         agreement or  instrument to which Fine Host is a party or by which Fine
         Host or Fine  Host's  property is bound or  affected  or  constitute  a
         default thereunder.  Fine Host covenants that Fine Host will defend the
         Administrative  Agent's rights and security  interest in the Membership
         Interest against the claims and demands of all persons whomsoever.

                  3.4 Transfers By Fine Host.  Fine Host will not sell,  assign,
         transfer or otherwise  dispose of, grant any option with respect to, or
         pledge or grant any  security  interest  in or  otherwise  encumber  or
         restrict  any of the  Collateral  or any  interest  therein,  except as
         provided for in this Agreement.

         4. No Liability As Member.  The foregoing pledge and security  interest
is for collateral purposes only and, to the fullest extent permitted by law, the
Administrative  Agent  shall not,  either by virtue  hereof or by its receipt of
distributions  from or by virtue of the exercise of any of its rights hereunder,
be deemed to be a member of the LLC Subsidiary Borrower or to have any liability
for the debts,  obligations or liabilities of the LLC Subsidiary Borrower,  Fine
Host or any other  participant  in the LLC Subsidiary  Borrower,  or to have any
obligation  to make  capital  contributions  to,  perform any  services  for, or
discharge any duties of a member of the LLC Subsidiary Borrower.

         5.       Liquidation and Recapitalization.

                  5.1 Any sums or other  property  paid or  distributed  upon or
         with  respect  to the  Membership  Interest,  whether  by  dividend  or
         redemption or upon the liquidation or dissolution of the LLC Subsidiary
         Borrower, shall, except to the limited extent provided in Section 6, be
         paid over and delivered to the  Administrative  Agent to be held by the
         Administrative  Agent as security  for the payment and  performance  in
         full  of  all  of  the   Liabilities.   In   case,   pursuant   to  the
         recapitalization  or reclassification of the LLC Subsidiary Borrower or
         pursuant to the  reorganization  thereof,  any  distribution of capital
         shall be made on or in respect of any of the Membership Interest or any
         property  shall  be  distributed  upon  or with  respect  to any of the
         Membership Interest,  the property so distributed shall be delivered to
         the  Administrative  Agent  to  be  held  by  it as  security  for  the
         Liabilities.  Except to the limited  extent  provided in Section 6, all
         sums of money  and  property  paid or  distributed  in  respect  of the
         Membership Interest,  whether as a dividend or upon such a liquidation,
         dissolution,  recapitalization or  reclassification or otherwise,  that
         are  received  by Fine  Host  shall,  until  paid or  delivered  to the
         Administrative  Agent, be held in trust for the Administrative Agent as
         security  for  the  payment  and  performance  in  full  of  all of the
         Liabilities.

                  5.2 All sums of money that are delivered to the Administrative
         Agent  pursuant to this Section 5 shall be  deposited  into an interest
         bearing  account  in the name of the  Administrative  Agent  (the "Cash
         Collateral Account"). Some or all of the funds from time to time in the
         Cash Collateral Account may be invested in time deposits,  certificates
         of deposit issued by a bank, or U.S. government  obligations (such time
         deposits,  certificates of deposit or U.S. Government obligations being
         hereinafter  referred to,  collectively,  as "Cash Amounts"),  that are
         satisfactory to both the Administrative  Agent and Fine Host.  Interest
         earned on the Cash Collateral  Account and on the Cash Amounts shall be
         deposited in the Cash Collateral Account.  The Cash Collateral Account,
         all  sums  from  time  to  time  standing  to the  credit  of the  Cash
         Collateral Account,  any and all Cash Amounts,  any and all instruments
         or other writings  evidencing  Cash Amounts and any and all proceeds or
         any thereof are hereinafter referred to as the "Cash Collateral."

                  5.3 Fine Host  shall have no right to  withdraw  sums from the
         Cash  Collateral  Account,  to receive any of the Cash Collateral or to
         require  the  Administrative  Agent  to part  with  the  Administrative
         Agent's possession of any instruments or other writings  evidencing any
         Cash Amounts.

         6.  Distributions  and Voting Prior to Event of Default.  So long as no
Event of  Default  shall have  occurred  and be  continuing,  Fine Host shall be
entitled to receive all cash dividends and distributions  paid in respect of the
Membership  Interest,  to vote the  Membership  Interest  and to give  consents,
waivers  and  ratifications  in respect of the  Membership  Interest;  provided,
however, that no vote shall be cast or consent,  waiver or ratification given by
Fine Host if the effect thereof would or be  inconsistent  with or result in any
violation of any of the provisions of the Loan Agreement or this Agreement.  All
such rights of Fine Host to receive cash dividends and distributions shall cease
in case any Event of Default  shall have  occurred and be  continuing.  All such
rights of Fine Host to vote and give consents,  waivers and  ratifications  with
respect to the Membership Interest shall, at the Administrative  Agent's option,
as evidenced by the Administrative Agent's notifying Fine Host of such election,
cease in case any Event of Default shall have occurred and be continuing.

         7. Remedies  Following Event of Default.  If any Event of Default shall
occur and be continuing,  the  Administrative  Agent shall  thereafter  have the
following  rights and remedies (to the extent  permitted by  applicable  law) in
addition to the rights and  remedies of a secured  party under the UCC, all such
rights  and  remedies  being   cumulative,   not  exclusive,   and   enforceable
alternately,  successively  or  concurrently,  at  such  time  or  times  as the
Administrative Agent deems expedient:

                  (a) if the Administrative  Agent so elects and gives notice of
         such election to Fine Host,  the  Administrative  Agent may vote any or
         all of the Membership Interest (whether or not the same shall have been
         transferred  into its name or the name of its nominee or nominees)  and
         give  all  consents,   waivers  and  ratification  in  respect  of  the
         Membership Interest and otherwise act with respect thereto as though it
         was the outright owner thereof (Fine Host hereby  irrevocably  appoints
         the Administrative  Agent the proxy and  attorney-in-fact of Fine Host,
         with full power of substitution, to do so);

     (b) the  Administrative  Agent may  demand,  sue for,  collect  or make any
compromises or settlement which it deems suitable in respect of the Collateral;

                  (c) the  Administrative  Agent may sell,  resell,  assign  and
         deliver or otherwise dispose of any or all of the Collateral,  for cash
         or credit or both and upon such  terms,  at such place or places and at
         such  time or times and to such  persons  as the  Administrative  Agent
         deems expedient, all without demand for performance by Fine Host or any
         notice or  advertisement  whatsoever  except such as may be required by
         law; and

     (d) the  Administrative  Agent may cause all or any part of the  Collateral
held by it to be  transferred  into  its  name or the  name  of its  nominee  or
nominees.

         Fine Host  recognizes  that the  Administrative  Agent may be unable to
effect  a  public  sale  of  the  Membership   Interest  by  reason  of  certain
prohibitions  contained  in the  Securities  Act of  1933,  as  amended,  or any
applicable  state securities laws, but may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such securities for their own account, for
investment and not with a view to the distribution or resale thereof.  Fine Host
agrees  that any such  private  sales may be at prices  and on other  reasonable
terms less  favorable  to the seller than if sold at public  sales and that such
private  sales  shall be deemed to have been made in a  commercially  reasonable
manner. The Administrative Agent shall be under no obligation to delay a sale of
any of the  Membership  Interest for the period of time  necessary to permit the
issuer of such  securities to register such securities for public sale under the
Securities Act of 1933, as amended, even if the issuer would agree to do so.

         Fine Host hereby  agrees  that the sending of ten (10) days'  notice by
certified mail return receipt requested, postage prepaid, to Fine Host's address
set forth at the head of this Agreement of the place and time of any public sale
or of the time after which any private sale or other intended  disposition is to
be made, shall be deemed reasonable  notice thereof.  To the extent permitted by
law, the Administrative Agent may enforce its rights hereunder without any other
notice  and  without  compliance  with  any  other  condition  precedent  now or
hereafter imposed by statute,  rule of law or otherwise (all of which are hereby
expressly  waived  by  Fine  Host).  If any of the  Collateral  is  sold  by the
Administrative  Agent upon  credit or for future  delivery,  the  Administrative
Agent shall not be liable for the failure of the  purchaser  to pay for the same
and in such event the  Administrative  Agent may  resell  such  Collateral.  The
Administrative  Agent may buy any part or all of the  Collateral  at any  public
sale and if any part or all of the Collateral is of a type customarily sold in a
recognized  market or is of the type which is the subject of  widely-distributed
standard price quotations,  the Administrative Agent may buy at private sale and
may make payments thereof by any means. The  Administrative  Agent may apply the
cash  proceeds  actually  received  from any sale or  other  disposition  to the
reasonable  expenses of retaking,  holding,  preparing for sale, selling and the
like, to reasonable  attorneys'  fees and all legal  expenses,  travel and other
expenses  which may be incurred by the  Administrative  Agent in  attempting  to
collect the Liabilities,  or any of them, or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related to the subject matter
of this Agreement;  and then to the Liabilities in such order as to principal or
interest remaining unpaid,  including legal interest thereon, and the balance of
any  expenses  unpaid,  as the  Pledge  in it  sole  discretion  may  reasonably
determine, and any surplus shall be paid to Fine Host.

         The  Administrative  Agent  understands  that certain state liquor laws
that now or may in the  future  be  applicable  to Fine  Host may  require  that
certain  approvals be  obtained,  or certain  filings be made or notices  given,
prior to the time at which (i) the Membership  Interest may be transferred  into
the name of the  Administrative  Agent or its nominee or (ii) the Administrative
Agent may exercise  control with respect to the  Membership  Interest if related
liquor licenses are to remain in effect.

         8. Costs;  Legal Fees.  Fine Host  agrees to pay, or to  reimburse  the
Agents and the Banks,  as the case may be, on  demand,  for all fees,  costs and
expenses (including  reasonable legal fees, costs and expenses) incurred or paid
by any of the Agents and the Banks in connection with: (a) the collection of the
Liabilities or the enforcement of the Administrative Agent's rights and remedies
under this  Agreement;  (b) the  administration,  supervision,  protection of or
realization  on  any  of  the  Collateral  held  as  security  for  any  of  the
Liabilities;  or (c) the defense of any action  against any of the Agents or the
Banks with respect to the  Administrative  Agent's rights or remedies in respect
to the Collateral;  and all of the foregoing fees,  costs, and expenses shall be
part  of the  Liabilities  secured  by  this  Agreement,  and may be paid by the
Administrative  Agent,  acting  in  its  sole  discretion,   and  added  to  the
Liabilities,  in each case,  whether or not any suit or other legal  proceedings
are commenced or pending.

         9.  Marshalling.  The  Administrative  Agent  shall not be  required to
marshall any present or future  security for  (including but not limited to this
Agreement and the  Collateral)  the  Liabilities  or any of them or to resort to
such security in any particular  order;  and all of its rights  hereunder and in
respect  of such  security  shall be  cumulative  and in  addition  to all other
rights,  however  existing or arising.  To the extent that it lawfully may, Fine
Host hereby agrees that it will not invoke any law which might cause delay in or
impede the enforcement of the Administrative Agent's rights under this Agreement
or under any other  instrument  evidencing any of the Liabilities or under which
any of the  Liabilities  is  outstanding  or by which any of the  Liabilities is
secured or guaranteed,  and Fine Host hereby  irrevocably waives the benefits of
all such laws.

         10. Fine Host's Liabilities Not Affected.  The obligations of Fine Host
hereunder shall remain in full force and effect without regard to, and shall not
be  impaired  by  (a)  any  exercise  or  nonexercise,  or  any  waiver,  by the
Administrative  Agent  of any  right,  remedy,  power or  privilege  under or in
respect  of any of the  Liabilities  or any  security  thereof  (including  this
Agreement); (b) any amendment to or modification of the Loan Agreement or any of
the Liabilities;  (c) any amendment to or modification of any instrument  (other
than this  Agreement)  securing  any of the  Liabilities;  or (d) the  taking of
additional  security  for,  or any other  assurances  of payment  of, any of the
Liabilities  or the release or discharge or termination of any security or other
assurances of payment or performance for any of the Liabilities;  whether or not
Fine Host shall have notice or knowledge of any of the foregoing.

         11.  Further  Assurances.  Fine  Host will do all such  acts,  and will
furnish to the Administrative Agent all such financing statements, certificates,
legal  opinions  and  other  documents  and will  obtain  all such  governmental
consents and corporate  approvals and will do or cause to be done all such other
things as the  Administrative  Agent may reasonably request from time to time in
order to give full  effect to this  Agreement  and to secure  the  rights of the
Administrative  Agent  hereunder.  If the  Administrative  Agent  so  elects,  a
photocopy  of this  Agreement  may at any time and from time to time be filed by
the Administrative Agent as a financing statement in any recording office in any
jurisdiction.

         12.  Administrative  Agent's Exoneration.  Under no circumstances shall
the  Administrative  Agent  be  deemed  to  assume  any  responsibility  for  or
obligation  or duty with  respect  to any part or all of the  Collateral  of any
nature or kind or any matter or proceedings  arising out of or relating thereto,
other than after an Event of Default shall have occurred and be  continuing,  to
act in a commercially  reasonable manner. The Administrative  Agent shall not be
required  to take any action of any kind to collect,  preserve  or protect  Fine
Host or Fine Host's rights in the  Collateral or against other parties  thereto.
Fine Host hereby releases the  Administrative  Agent from any claims,  causes of
action and demands at any time arising out of or with respect to this Agreement,
the Liabilities,  the use of the Collateral and/or any actions  reasonably taken
or omitted to be taken by the  Administrative  Agent with respect  thereto,  and
Fine Host hereby agrees to hold the Administrative  Agent harmless from and with
respect to any and all such claims, causes of action and demands, excepting only
those claims,  causes of action and demands  attributable to the  Administrative
Agent's gross negligence or wilful misconduct.

         13. No  Waiver.  Neither  this  Agreement  nor any term  hereof  may be
changed,  waived,  discharged  or  terminated  except  by a  written  instrument
expressly  referring  to this  Agreement  and to the  provisions  so modified or
limited,  and executed by the party to be charged.  No act,  failure or delay by
the Administrative Agent shall constitute a waiver of the Administrative Agent's
rights and remedies  hereunder or otherwise.  No single or partial waiver by the
Administrative  Agent of any  default or right of remedy that Fine Host may have
shall  operate  a waiver  of any  other  default,  right or  remedy  on a future
occasion. Fine Host hereby waives presentment, notice of dishonor and protest of
all  instruments,  included  in or  evidencing  any  of the  Liabilities  or the
Collateral,  and any and all other  notices  and demands  whatsoever  (except as
expressly provided herein or in the Loan Agreement).

     14.  Governing  Law. THIS  AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS.

         15.  Miscellaneous.  The headings of each section of this Agreement are
for convenience only and shall not define or limit the provisions thereof.  This
Agreement and all rights and  obligations  hereunder  shall be binding upon Fine
Host and Fine Host's respective heirs,  successors and assigns,  and shall inure
to the  benefit  of the  Administrative  Agent  and the  Administrative  Agent's
successors  and  assigns.  If any  term of this  Agreement  shall  be held to be
invalid, illegal or unenforceable,  the validity of all other terms hereof shall
be in no way affected  thereby,  and this  Agreement  shall be construed  and be
enforceable  as if such  invalid,  illegal  or  unenforceable  term had not been
included herein.

     16.  Conflicting  Provisions.  In the  event of any  conflict  between  the
provisions of this Agreement and those of the Loan Agreement, the Loan Agreement
shall govern.

            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]


<PAGE>



         IN  WITNESS  WHEREOF,  the  undersigned  has  executed  under seal this
Agreement as of the date first above written.

WITNESS:                     FINE HOST CORPORATION



_________________________    By:____________________________________
Name:                                       Name:
                                            Title:
                                                 Its duly authorized officer


WITNESS:                     BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT



_________________________    By:____________________________________
Name:                                       Name:
                                            Title:
                                                 Its duly authorized officer



61942_3

                                                                       EXHIBIT L


                                     FORM OF
          [SECOND] AMENDED AND RESTATED JOINT VENTURE PLEDGE AGREEMENT
                (for [Name of Joint Venture Subsidiary Borrower])

         This [SECOND]  AMENDED AND RESTATED JOINT VENTURE PLEDGE AGREEMENT (the
"Agreement")  is made  as of  July  __,  1997,  by and  between  (a)  FINE  HOST
CORPORATION,  a Delaware  corporation  with a  principal  office at 3  Greenwich
Office Park,  Greenwich,  Connecticut  06830 ("Fine Host"),  and (b) BANKBOSTON,
N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for
various banks and other financial institutions which are or may hereafter become
parties (said banks and other financial institutions are hereinafter referred to
collectively  as the "Banks") to that certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host, all of the Subsidiaries of Fine Host,
the Administrative Agent, USTrust, as Documentation Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and the Banks.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement, and
if not defined in the Loan  Agreement,  then the meanings given to such terms in
the  Uniform  Commercial  Code,  as  in  effect,  from  time  to  time,  in  The
Commonwealth of Massachusetts (the "UCC").

WITNESSETH:

         WHEREAS,  in  connection  with the Existing Loan  Agreement,  Fine Host
entered into,  among other things,  a certain [First Amended and Restated] Joint
Venture Pledge Agreement,  dated as of ___________,  199_, (the "Existing Pledge
Agreement"),  by and between Fine Host and USTrust,  as Lender and Agent for the
Existing  Banks (in such  capacity,  the "Original  Agent"),  pursuant to which,
among other things,  Fine Host granted in favor of the Original  Agent,  for the
ratable  benefit of the  Existing  Banks,  a security  interest  in, among other
things,   all  of  the   rights,   title   and   interests   of  Fine   Host  in
__________________ Joint Venture, a joint venture (the "Joint Venture Subsidiary
Borrower")  organized  pursuant  to a certain  Joint  Venture  Agreement,  dated
__________,    by   and   among   (i)   Fine   Host,   (ii)    _________________
____________________ and (iii) ________________________, as subsequently amended
from time to time (said Joint Venture Agreement,  as so amended, and as the same
may be hereafter further amended, modified, supplemented,  extended or restated,
from time to time, is hereinafter referred to as the "Joint Venture Agreement"),
all in order to secure all of the  obligations  and  liabilities of Fine Host to
the Existing Banks; and

         WHEREAS,  Fine  Host  and all of its  Subsidiaries  (including  without
limitation,  the Joint Venture  Subsidiary  Borrower)  have  requested  that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  the Agents and all of the Banks which are not Existing  Banks
have agreed to become parties to the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided  for  therein  that Fine Host shall have  amended  and  restated in its
entirety the Existing Pledge Agreement in the manner provided herein.

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  Fine Host and the
Administrative  Agent,  for the ratable  benefit of the Banks,  hereby amend and
restate the Existing Pledge Agreement to read in its entirety as follows:

         1. Pledge And Grant of Security  Interest in Collateral.  To secure all
of the  Liabilities  of Fine  Host to the  Administrative  Agent  under the Loan
Agreement  and the other Loan  Documents,  Fine Host  hereby  pledges,  assigns,
grants to the  Administrative  Agent,  for the ratable  benefit of the Banks,  a
continuing  first  priority  security  interest in the  following,  in each case
whether now owned or hereafter acquired,  issued or arising  (collectively,  the
"Collateral"):

                  (a) all of the  joint  venture  interests  of Fine Host in the
         Joint Venture,  whether now existing or hereafter acquired (hereinafter
         referred to as the "Joint Venture Interests");

                  (b)  all  payments,   dividends  (whether  cash  or  in  kind,
         including  any dividends of additional  Joint  Venture  Interests)  and
         other distributions  (including but not limited to, all distribution of
         assets or property of the Joint  Venture in the event of a  liquidation
         or winding up of the Joint Venture or otherwise)  received by the Joint
         Venture  with respect to the Joint  Venture  Interests,  but  excluding
         payments  constituting  payment  for  or  reimbursement  of  costs  and
         expenses as  provided in the Joint  Venture  Agreement,  such  payments
         being referred to herein as "Cost Payments";

                  (c) all rights, interests, and remedies available to Fine Host
         pursuant  to any of the  foregoing,  including  but not  limited to any
         voting or other rights  arising from the Joint Venture  Interests,  and
         under the Joint Venture Agreement or applicable law; and

                  (d) all proceeds, substitutions,  accessions, and replacements
         (including any  securities or other property in exchange  therefore) of
         any of the foregoing.

         2.       UCC-1 Financing Statements; Certificates.

                  2.1 UCC-1  Financing  Statements.  Fine Host shall execute and
         deliver contemporaneously  herewith to the Administrative Agent certain
         UCC-1 Financing Statements,  in form satisfactory to the Administrative
         Agent,  and will pay all costs  associated  with filing the same in all
         public offices wherever filing is deemed by the Administrative Agent to
         be necessary, desirable or otherwise appropriate.

                  2.2 Certificates. If, at any time, the Joint Venture Interests
         shall be represented by one or more joint venture certificates or other
         certificates  of ownership or any other  similar  documents,  Fine Host
         shall promptly  deliver such  certificates,  or other  documents to the
         Administrative Agent,  accompanied by transfer powers endorsed in blank
         respecting  such  certificates  or  documents,   duly  executed,   with
         signatures guaranteed if requested by the Administrative Agent.

         3.  Representations, Warranties and Covenants.  Fine Host hereby
             represents, warrants and covenants to the Administrative Agent
             the following:

                  3.1 Locations;  Supplemental  Information Regarding Fine Host.
         Fine Host's  principal place of business,  chief  executive  office and
         mailing address is located at the address set forth at the beginning of
         this  Agreement,  and Fine  Host  does not and  will  not  conduct  any
         business  under any trade name or trade  style  other than Fine  Host's
         legal  name or such  other  names or  styles as may be set forth in the
         Loan Agreement or any of the other Loan Documents.

                  3.2 Title To  Collateral.  Fine  Host has good and  marketable
         title to the Joint  Venture  Interests,  subject to no pledges,  liens,
         security   interests,   charges,   options,   restrictions   or   other
         encumbrances  except the pledge and security  interest  created by this
         Agreement and restrictions set forth in the Joint Venture Agreement.

                  3.3 Authority.  Fine Host has full power,  authority and legal
         right to  execute,  deliver  and  perform  its  obligations  under this
         Agreement  and to pledge  and grant a security  interest  in all of the
         Collateral pursuant to this Agreement, and the execution,  delivery and
         performance  hereof  and  the  pledge  of and  granting  of a  security
         interest in the Collateral hereunder do not contravene any law, rule or
         regulation or any  judgment,  decree or order of any tribunal or of any
         agreement or  instrument to which Fine Host is a party or by which Fine
         Host or Fine  Host's  property is bound or  affected  or  constitute  a
         default thereunder.  Fine Host covenants that Fine Host will defend the
         Administrative  Agent's  rights  and  security  interest  in the  Joint
         Venture  Interests  against  the  claims  and  demands  of all  persons
         whomsoever.

                  3.4 Transfers By Fine Host.  Fine Host will not sell,  assign,
         transfer or otherwise  dispose of, grant any option with respect to, or
         pledge or grant any  security  interest  in or  otherwise  encumber  or
         restrict  any of the  Collateral  or any  interest  therein,  except as
         provided for in this Agreement.

                  3.5 Joint Venture Agreement. Attached hereto as Exhibit A is a
         true, complete and correct copy of the Joint Venture Agreement, and the
         Joint Venture  Agreement has not been amended,  modified,  or rescinded
         and is in full force and effect as of the date  hereof.  Fine Host will
         not amend, modify,  restate,  assign,  pledge or otherwise alter any of
         the terms,  conditions and  provisions of the Joint Venture  Agreement,
         without  the  prior  written  consent  of  the  Administrative   Agent;
         provided, however, that, prior to the occurrence of a default under any
         of the Loan  Documents,  Fine Host may,  without such consent,  make or
         agree to any such amendment, modification or alternation that Fine Host
         reasonably  believes is in the best  interest of Fine Host and does not
         materially  affect either the security interest granted by Fine Host to
         the Administrative  Agent hereunder or the ability of Fine Host to make
         payments required to be made to the Administrative Agent under the Loan
         Documents.

         4. No Joint  Venture  Liability.  The  foregoing  pledge  and  security
interest is for collateral purposes only and, to the fullest extent permitted by
law,  the  Administrative  Agent  shall not,  either by virtue  hereof or by its
receipt of distributions  from or by virtue of the exercise of any of its rights
hereunder,  be deemed to be a joint venturer of the Joint Venture or to have any
liability for the debts,  obligations or liabilities of the Joint Venture,  Fine
Host or any other participant in the Joint Venture, or to have any obligation to
make capital contributions to, perform any services for, or discharge any duties
of a joint venturer of the Joint Venture.

         5.       Liquidation and Recapitalization.

                  5.1 Any sums or other  property  paid or  distributed  upon or
         with  respect to the Joint  Venture  Interests,  whether by dividend or
         redemption or upon the  liquidation or dissolution of the Joint Venture
         (but  excluding  Cost  Payments),  shall,  except to the limited extent
         provided in Section 6, be paid over and delivered to the Administrative
         Agent  to be held  by the  Administrative  Agent  as  security  for the
         payment and  performance  in full of all of the  Liabilities.  In case,
         pursuant  to the  recapitalization  or  reclassification  of the  Joint
         Venture or pursuant to the reorganization  thereof, any distribution of
         capital  shall be made on or in  respect  of any of the  Joint  Venture
         Interests or any property shall be distributed  upon or with respect to
         any of the Joint Venture  Interests,  the property so distributed shall
         be delivered to the  Administrative  Agent to be held by it as security
         for the  Liabilities.  Except to the limited extent provided in Section
         6, all sums of money and property paid or distributed in respect of the
         Joint  Venture  Interests,  whether  as  a  dividend  or  upon  such  a
         liquidation,  dissolution,   recapitalization  or  reclassification  or
         otherwise (but excluding Cost Payments), that are received by Fine Host
         shall, until paid or delivered to the Administrative  Agent, be held in
         trust for the  Administrative  Agent as  security  for the  payment and
         performance in full of all of the Liabilities.

                  5.2 All sums of money that are delivered to the Administrative
         Agent  pursuant to this Section 5 shall be  deposited  into an interest
         bearing  account  in the name of the  Administrative  Agent  (the "Cash
         Collateral Account"). Some or all of the funds from time to time in the
         Cash Collateral Account may be invested in time deposits,  certificates
         of deposit issued by a bank, or U.S. government  obligations (such time
         deposits,  certificates of deposit or U.S. Government obligations being
         hereinafter  referred to,  collectively,  as "Cash Amounts"),  that are
         satisfactory to both the Administrative  Agent and Fine Host.  Interest
         earned on the Cash Collateral  Account and on the Cash Amounts shall be
         deposited in the Cash Collateral Account.  The Cash Collateral Account,
         all  sums  from  time  to  time  standing  to the  credit  of the  Cash
         Collateral Account,  any and all Cash Amounts,  any and all instruments
         or other writings  evidencing  Cash Amounts and any and all proceeds or
         any thereof are hereinafter referred to as the "Cash Collateral."

                  5.3 Fine Host  shall have no right to  withdraw  sums from the
         Cash  Collateral  Account,  to receive any of the Cash Collateral or to
         require  the  Administrative  Agent  to part  with  the  Administrative
         Agent's possession of any instruments or other writings  evidencing any
         Cash Amounts.

         6.  Distributions  and Voting Prior to Event of Default.  So long as no
Event of  Default  shall have  occurred  and be  continuing,  Fine Host shall be
entitled to receive all cash dividends and distributions  paid in respect of the
Joint  Venture  Interests,  to vote  the  Joint  Venture  Interests  and to give
consents,  waivers and ratifications in respect of the Joint Venture  Interests;
provided, however, that no vote shall be cast or consent, waiver or ratification
given by Fine Host if the effect thereof would or be inconsistent with or result
in any  violation  of any of the  provisions  of  the  Loan  Agreement  or  this
Agreement.  All  such  rights  of  Fine  Host  to  receive  cash  dividends  and
distributions  shall cease in case any Event of Default  shall have occurred and
be continuing.  All such rights of Fine Host to vote and give consents,  waivers
and  ratifications  with respect to the Joint Venture  Interests  shall,  at the
Administrative  Agent's  option,  as  evidenced  by the  Administrative  Agent's
notifying Fine Host of such  election,  cease in case any Event of Default shall
have occurred and be continuing.

         7. Remedies  Following Event of Default.  If any Event of Default shall
occur and be continuing,  the  Administrative  Agent shall  thereafter  have the
following  rights and remedies (to the extent  permitted by  applicable  law) in
addition to the rights and  remedies of a secured  party under the UCC, all such
rights  and  remedies  being   cumulative,   not  exclusive,   and   enforceable
alternately,  successively  or  concurrently,  at  such  time  or  times  as the
Administrative Agent deems expedient:

                  (a) if the Administrative  Agent so elects and gives notice of
         such election to Fine Host,  the  Administrative  Agent may vote any or
         all of the Joint Venture Interests  (whether or not the same shall have
         been  transferred into its name or the name of its nominee or nominees)
         and give all consents, waivers and ratification in respect of the Joint
         Venture  Interests and otherwise act with respect  thereto as though it
         was the outright owner thereof (Fine Host hereby  irrevocably  appoints
         the Administrative  Agent the proxy and  attorney-in-fact of Fine Host,
         with full power of substitution, to do so);

     (b) the  Administrative  Agent may  demand,  sue for,  collect  or make any
compromises or settlement which it deems suitable in respect of the Collateral;

                  (c) the  Administrative  Agent may sell,  resell,  assign  and
         deliver or otherwise dispose of any or all of the Collateral,  for cash
         or credit or both and upon such  terms,  at such place or places and at
         such  time or times and to such  persons  as the  Administrative  Agent
         deems expedient, all without demand for performance by Fine Host or any
         notice or  advertisement  whatsoever  except such as may be required by
         law; and

     (d) the  Administrative  Agent may cause all or any part of the  Collateral
held by it to be  transferred  into  its  name or the  name  of its  nominee  or
nominees.

         Fine Host  recognizes  that the  Administrative  Agent may be unable to
effect a public  sale of the  Joint  Venture  Interests  by  reason  of  certain
prohibitions  contained  in the  Securities  Act of  1933,  as  amended,  or any
applicable  state securities laws, but may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such securities for their own account, for
investment and not with a view to the distribution or resale thereof.  Fine Host
agrees  that any such  private  sales may be at prices  and on other  reasonable
terms less  favorable  to the seller than if sold at public  sales and that such
private  sales  shall be deemed to have been made in a  commercially  reasonable
manner. The Administrative Agent shall be under no obligation to delay a sale of
any of the Joint Venture  Interests  for the period of time  necessary to permit
the issuer of such  securities to register such securities for public sale under
the Securities Act of 1933, as amended, even if the issuer would agree to do so.

         Fine Host hereby  agrees  that the sending of ten (10) days'  notice by
certified mail return receipt requested, postage prepaid, to Fine Host's address
set forth at the head of this Agreement of the place and time of any public sale
or of the time after which any private sale or other intended  disposition is to
be made, shall be deemed reasonable  notice thereof.  To the extent permitted by
law, the Administrative Agent may enforce its rights hereunder without any other
notice  and  without  compliance  with  any  other  condition  precedent  now or
hereafter imposed by statute,  rule of law or otherwise (all of which are hereby
expressly  waived  by  Fine  Host).  If any of the  Collateral  is  sold  by the
Administrative  Agent upon  credit or for future  delivery,  the  Administrative
Agent shall not be liable for the failure of the  purchaser  to pay for the same
and in such event the  Administrative  Agent may  resell  such  Collateral.  The
Administrative  Agent may buy any part or all of the  Collateral  at any  public
sale and if any part or all of the Collateral is of a type customarily sold in a
recognized  market or is of the type which is the subject of  widely-distributed
standard price quotations,  the Administrative Agent may buy at private sale and
may make payments thereof by any means. The  Administrative  Agent may apply the
cash  proceeds  actually  received  from any sale or  other  disposition  to the
reasonable  expenses of retaking,  holding,  preparing for sale, selling and the
like, to reasonable  attorneys'  fees and all legal  expenses,  travel and other
expenses  which may be incurred by the  Administrative  Agent in  attempting  to
collect the Liabilities,  or any of them, or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related to the subject matter
of this Agreement;  and then to the Liabilities in such order as to principal or
interest remaining unpaid,  including legal interest thereon, and the balance of
any  expenses  unpaid,  as the  Pledge  in it  sole  discretion  may  reasonably
determine, and any surplus shall be paid to Fine Host.

         The  Administrative  Agent  understands  that certain state liquor laws
that now or may in the  future  be  applicable  to Fine  Host may  require  that
certain  approvals be  obtained,  or certain  filings be made or notices  given,
prior to the time at which (i) the Joint Venture  Interests  may be  transferred
into  the  name  of  the  Administrative  Agent  or  its  nominee  or  (ii)  the
Administrative  Agent may exercise  control  with  respect to the Joint  Venture
Interests if related liquor licenses are to remain in effect.

         8. Costs;  Legal Fees.  Fine Host  agrees to pay, or to  reimburse  the
Agents and the Banks,  as the case may be, on  demand,  for all fees,  costs and
expenses (including  reasonable legal fees, costs and expenses) incurred or paid
by any of the Agents and the Banks in connection with: (a) the collection of the
Liabilities or the enforcement of the Administrative Agent's rights and remedies
under this  Agreement;  (b) the  administration,  supervision,  protection of or
realization  on  any  of  the  Collateral  held  as  security  for  any  of  the
Liabilities;  or (c) the defense of any action  against any of the Agents or the
Banks with respect to the  Administrative  Agent's rights or remedies in respect
to the Collateral;  and all of the foregoing fees,  costs, and expenses shall be
part  of the  Liabilities  secured  by  this  Agreement,  and may be paid by the
Administrative  Agent,  acting  in  its  sole  discretion,   and  added  to  the
Liabilities,  in each case,  whether or not any suit or other legal  proceedings
are commenced or pending.

         9.  Marshalling.  The  Administrative  Agent  shall not be  required to
marshall any present or future  security for  (including but not limited to this
Agreement and the  Collateral)  the  Liabilities  or any of them or to resort to
such security in any particular  order;  and all of its rights  hereunder and in
respect  of such  security  shall be  cumulative  and in  addition  to all other
rights,  however  existing or arising.  To the extent that it lawfully may, Fine
Host hereby agrees that it will not invoke any law which might cause delay in or
impede the enforcement of the Administrative Agent's rights under this Agreement
or under any other  instrument  evidencing any of the Liabilities or under which
any of the  Liabilities  is  outstanding  or by which any of the  Liabilities is
secured or guaranteed,  and Fine Host hereby  irrevocably waives the benefits of
all such laws.

         10. Fine Host's Liabilities Not Affected.  The obligations of Fine Host
hereunder shall remain in full force and effect without regard to, and shall not
be  impaired  by  (a)  any  exercise  or  nonexercise,  or  any  waiver,  by the
Administrative  Agent  of any  right,  remedy,  power or  privilege  under or in
respect  of any of the  Liabilities  or any  security  thereof  (including  this
Agreement); (b) any amendment to or modification of the Loan Agreement or any of
the Liabilities;  (c) any amendment to or modification of any instrument  (other
than this  Agreement)  securing  any of the  Liabilities;  or (d) the  taking of
additional  security  for,  or any other  assurances  of payment  of, any of the
Liabilities  or the release or discharge or termination of any security or other
assurances of payment or performance for any of the Liabilities;  whether or not
Fine Host shall have notice or knowledge of any of the foregoing.

         11.  Further  Assurances.  Fine  Host will do all such  acts,  and will
furnish to the Administrative Agent all such financing statements, certificates,
legal  opinions  and  other  documents  and will  obtain  all such  governmental
consents and corporate  approvals and will do or cause to be done all such other
things as the  Administrative  Agent may reasonably request from time to time in
order to give full  effect to this  Agreement  and to secure  the  rights of the
Administrative  Agent  hereunder.  If the  Administrative  Agent  so  elects,  a
photocopy  of this  Agreement  may at any time and from time to time be filed by
the Administrative Agent as a financing statement in any recording office in any
jurisdiction.

         12.  Administrative  Agent's Exoneration.  Under no circumstances shall
the  Administrative  Agent  be  deemed  to  assume  any  responsibility  for  or
obligation  or duty with  respect  to any part or all of the  Collateral  of any
nature or kind or any matter or proceedings  arising out of or relating thereto,
other than after an Event of Default shall have occurred and be  continuing,  to
act in a commercially  reasonable manner. The Administrative  Agent shall not be
required  to take any action of any kind to collect,  preserve  or protect  Fine
Host or Fine Host's rights in the  Collateral or against other parties  thereto.
Fine Host hereby releases the  Administrative  Agent from any claims,  causes of
action and demands at any time arising out of or with respect to this Agreement,
the Liabilities,  the use of the Collateral and/or any actions  reasonably taken
or omitted to be taken by the  Administrative  Agent with respect  thereto,  and
Fine Host hereby agrees to hold the Administrative  Agent harmless from and with
respect to any and all such claims, causes of action and demands, excepting only
those claims,  causes of action and demands  attributable to the  Administrative
Agent's gross negligence or wilful misconduct.

         13. No  Waiver.  Neither  this  Agreement  nor any term  hereof  may be
changed,  waived,  discharged  or  terminated  except  by a  written  instrument
expressly  referring  to this  Agreement  and to the  provisions  so modified or
limited,  and executed by the party to be charged.  No act,  failure or delay by
the Administrative Agent shall constitute a waiver of the Administrative Agent's
rights and remedies  hereunder or otherwise.  No single or partial waiver by the
Administrative  Agent of any  default or right of remedy that Fine Host may have
shall  operate  a waiver  of any  other  default,  right or  remedy  on a future
occasion. Fine Host hereby waives presentment, notice of dishonor and protest of
all  instruments,  included  in or  evidencing  any  of the  Liabilities  or the
Collateral,  and any and all other  notices  and demands  whatsoever  (except as
expressly provided herein or in the Loan Agreement).

     14.  Governing  Law. THIS  AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS.

         15.  Miscellaneous.  The headings of each section of this Agreement are
for convenience only and shall not define or limit the provisions thereof.  This
Agreement and all rights and  obligations  hereunder  shall be binding upon Fine
Host and Fine Host's respective heirs,  successors and assigns,  and shall inure
to the  benefit  of the  Administrative  Agent  and the  Administrative  Agent's
successors  and  assigns.  If any  term of this  Agreement  shall  be held to be
invalid, illegal or unenforceable,  the validity of all other terms hereof shall
be in no way affected  thereby,  and this  Agreement  shall be construed  and be
enforceable  as if such  invalid,  illegal  or  unenforceable  term had not been
included herein.

     16.  Conflicting  Provisions.  In the  event of any  conflict  between  the
provisions of this Agreement and those of the Loan Agreement, the Loan Agreement
shall govern.

<PAGE>



         IN  WITNESS  WHEREOF,  the  undersigned  has  executed  under seal this
Agreement as of the date first above written.

WITNESS:                    FINE HOST CORPORATION



_________________________   By:____________________________________
Name:                                      Name:
                                           Title:
                                                Its duly authorized officer


WITNESS:                    BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT



_________________________   By:____________________________________
Name:                                      Name:
                                           Title:
                                                Its duly authorized officer




61943_3

                                                                       Exhibit M

                        MORTGAGE, SECURITY AGREEMENT AND
                               FINANCING STATEMENT

        This  MORTGAGE,   SECURITY  AGREEMENT  AND  FINANCING   STATEMENT  (this
"Mortgage")  is  made  as of  July  __,  1997,  by and  between  (a)  FINE  HOST
CORPORATION,  a Delaware corporation,  with its principal place of business at 3
Greenwich  Office  Park,   Greenwich,   Connecticut  06831  (together  with  its
successors and assigns, "Fine Host") and (b) BANKBOSTON, N.A., as Administrative
Agent for the Banks (as defined  below)(BankBoston,  N.A., in such capacity,  is
hereinafter referred to as the "Administrative Agent"), with its principal place
of business at 100 Federal Street, Boston, Massachusetts 02110.

        Reference is hereby made to a certain  Fourth  Amended and Restated Loan
Agreement,  dated of even date  herewith (as the same may be  hereafter  further
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Loan  Agreement") by and among Fine Host, all of the Subsidiaries of Fine Host,
the Administrative  Agent, USTrust as Documentation Agent for the Banks (in such
capacity,   the  "Documentation   Agent")(the   Administrative   Agent  and  the
Documentation  Agent are hereinafter  sometimes  referred to collectively as the
"Agents") and various banks and other  financial  institutions  which are or may
hereafter  become parties thereto (said banks and other  financial  institutions
are hereinafter referred to collectively as the "Banks").  All capitalized terms
not defined  herein but defined in the Loan  Agreement  shall have the  meanings
given to such  terms  in the  Loan  Agreement,  and if not  defined  in the Loan
Agreement, then the meanings given to such terms in the Uniform Commercial Code,
as in effect, from time to time, in the Commonwealth of Kentucky (the "UCC").

Preliminary Statements:

        WHEREAS,  Fine Host and all of its Subsidiaries  have requested that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

        WHEREAS,  it is a condition  precedent to the  effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided for therein that Fine Host shall have entered into this Mortgage;

        NOW,  THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  Fine Host hereby
irrevocably warrants, grants, bargains, sells, transfers, conveys and assigns to
the  Administrative  Agent, for the ratable benefit of the Banks,  WITH MORTGAGE
COVENANTS,  subject to the terms and  conditions  of this  Mortgage,  all of the
following-described  estate, property and interest of Fine Host now or hereafter
acquired,  all of which, together with all cash and noncash proceeds thereof, is
referred to in this Mortgage as the "Mortgaged Estate":

                    Property, Rents and Derivative Interests

        The real  property  commonly  known as the  Palace  Theatre,  located at
Fourth Street, Louisville,  Jefferson County, Kentucky, all as more particularly
described in Exhibit A attached hereto and by this reference incorporated herein
(the  "Property");  all  rents,  issues,  profits,  royalties,  income and other
benefits  derived from the Property  (collectively,  the  "Rents");  all estate,
right,  title  and  interest  of Fine  Host in and to all  leases  or  subleases
covering the Property or any portion  thereof and all guaranties  thereof now or
hereafter existing or entered into; all interests,  estate or other claims, both
in law and in equity,  which Fine Host now has or may  hereafter  acquire in the
Property;  all easements,  rights-of-way and rights used in connection therewith
or  as  a  means  of  access  thereto,  and  all  tenements,  hereditaments  and
appurtenances  thereof  and  thereto,  and all water  rights and shares of stock
evidencing  the same;  all right,  title and interest of Fine Host, now owned or
hereafter  acquired,  in and to any land lying  within the  right-of-way  of any
street,  open or proposed,  adjoining  the  Property and any and all  sidewalks,
alleys and strips and gores of land adjacent to or used in  connection  with the
Property (collectively, the "Derivative Interests");




                                  Improvements

        Any and all buildings and improvements  now or hereafter  erected on the
Property, including, but not limited to, the fixtures, attachments,  appliances,
equipment,  machinery,  and  other  articles  attached  to  such  buildings  and
improvements (the "Improvements");

                                Personal Property


        All right,  title and  interest of Fine Host in and to (i) all  tangible
personal  property  now owned or hereafter  acquired by Fine Host,  and (ii) all
tangible  personal  property now or at any time  hereafter  located on or at the
Property and used in connection  therewith,  including,  but not limited to: all
building materials stored on the Property,  goods,  machinery,  tools, equipment
(including  fire  sprinklers and alarm systems,  air  conditioning,  heating and
refrigerating  equipment,  equipment for electronic  monitoring,  entertainment,
recreation, window or structural cleaning,  maintenance,  exclusion of vermin or
insects,  removal of dust,  refuse or garbage and all other  equipment  of every
kind),  lobby and all other  indoor and  outdoor  furniture  (including  tables,
chairs, planters,  desks, sofas, shelves, lockers and cabinets), wall beds, wall
safes, furnishings,  appliances (including dishwashers,  garbage disposal units,
refrigerators,   fans,  heaters,   stoves,   water  heaters  and  incinerators),
inventory,  rugs, carpets and other floor coverings,  draperies and drapery rods
and  brackets,   awnings,  window  shades,  venetian  blinds,  curtains,  lamps,
chandeliers  and other lighting  fixtures and  maintenance  and other  supplies;
other than such  property  owned by tenants of Fine Host and not  acquired  from
Fine Host subsequent to the date of this Mortgage (the "Personal Property");

                                   Intangibles

        All of  Fine  Host's  interest  in all  existing  and  future  accounts,
contract  rights,  general  intangibles,  files,  books of account,  agreements,
permits, licenses and certificates necessary or desirable in connection with the
acquisition,   ownership,  leasing,   construction,   operation,   servicing  or
management  of the  Mortgaged  Estate,  whether now  existing or entered into or
obtained after the date hereof (the "Intangibles");

                                 Escrow Accounts

        All of Fine Host's  interest in all existing and future escrow  accounts
established  hereunder with respect to the Property  including,  but not limited
to,  escrows  established  for  the  payment  of  taxes,  insurance,  liens  and
encumbrances (the "Escrow Accounts"); and

                                Claims and Awards

        All the estate, interest, right, title, other claim or demand, including
claims or demands  with  respect to the  proceeds of  insurance  and any and all
awards made for the taking by eminent  domain,  or by any proceeding or purchase
in lieu thereof,  of the whole or any part of the Mortgaged  Estate (the "Claims
and  Awards"),  and Fine  Host  hereby  authorizes,  directs  and  empowers  the
Administrative  Agent,  at its  option,  on Fine  Host's  behalf,  and  upon the
occurrence  and  during  the  continuance  of any Event of  Default,  to adjust,
compromise, claim, collect and receive such proceeds and to give proper receipts
and acquittances therefor.

        The  Rents,  Derivative  Interests,  Improvements,   Personal  Property,
Intangibles,  Escrow Accounts and Claims and Awards are collectively referred to
hereafter as the "Collateral".

        TO HAVE AND TO HOLD the Mortgaged  Estate  hereby  granted or mortgaged,
unto the Administrative  Agent, and its substitutes,  successors and assigns, in
fee simple forever.

        PROVIDED,  HOWEVER,  that these presents are upon the condition that, if
the  obligations  secured  hereby shall be paid when due, and if Fine Host shall
keep, perform and observe the obligations,  covenants, agreements and provisions
in this  Mortgage,  then this Mortgage and the estate and rights hereby  granted
shall cease,  terminate and be void,  but otherwise  shall be and remain in full
force and effect.


        THIS MORTGAGE SHALL SECURE THE FOLLOWING  INDEBTEDNESS  AND OBLIGATIONS,
INCLUDING ALL REPLACEMENTS,  RENEWALS, AMENDMENTS, EXTENSIONS, SUBSTITUTIONS AND
MODIFICATIONS:

                (i) Payment of all indebtedness (the aggregate  principal amount
        of  which  indebtedness  is  Two  Hundred  Million  and  00/100  Dollars
        ($200,000,000.00))  and  performance of all obligations and covenants of
        Fine Host under or pursuant to the following:

                         (A) The Loan Agreement;

                         (B) All of the Notes;

                         (C) This Mortgage;

                         (D)  A  certain  Conditional   Assignment  of  Rentals,
                Profits and Income dated of even date herewith,  from Fine Host,
                in  favor  of  the   Administrative   Agent,   to  be   recorded
                contemporaneously with this Mortgage (as the same may be amended
                or restated from time to time,  the  "Conditional  Assignment of
                Rentals"); and

                         (E) All of the other Loan  Documents  executed  by Fine
                Host  or  any  of  the  other  Borrowers  and  delivered  to the
                Administrative Agent herewith; and

                (ii) Payment of all future advances, all sums advanced by any of
        the Agents or the Banks to protect  the  Mortgaged  Estate or  otherwise
        made pursuant to the terms of the documents and instruments set forth in
        subparagraph  (i) above,  with interest on all the foregoing at the late
        rate,  set forth in subsection  3.4(c) of the Loan  Agreement (the "Late
        Rate"),  from the date of such  advance  to the date of  payment  by the
        Borrowers.

                The  indebtedness  and the obligations  secured by this Mortgage
        which are  described in (i) and (ii) above are referred to herein as the
        "Secured  Obligations." The final date on which the Secured  Obligations
        must be paid in full is on or before the sixth  anniversary  of the date
        hereof.


                                    ARTICLE I

                     REPRESENTATIONS, WARRANTIES, COVENANTS
                           AND AGREEMENTS OF Fine Host

        Fine Host hereby represents, warrants, covenants and agrees:

     Section 1.01. Payment of Secured Obligations.  Fine Host hereby grants this
Mortgage  to  secure  the  payment  and  performance  when  due of  the  Secured
Obligations.

        Section  1.02.  Title of Fine  Host.  Fine Host has and shall  maintain,
subject only to the  encumbrances  listed as  exceptions  in Schedule B-I of the
mortgagee's title insurance policy delivered to the Administrative Agent by Fine
Host herewith,  in its own right, good, marketable and indefeasible title in fee
simple  to the  Mortgaged  Estate,  and Fine  Host has full  right to make  this
conveyance.

        Section  1.03.  Capital  Improvements.  Fine  Host  shall  not  make any
expenditures  for  Improvements  on the Property  which,  individually or in the
aggregate,  would materially and adversely affect the value,  utility or current
use of the Mortgaged Estate.

        Section 1.04.  Maintenance,  Repair,  Alterations.  Fine Host shall: (i)
keep the Mortgaged  Estate in good  condition and repair,  subject to reasonable
and ordinary wear and tear; (ii) not remove, demolish or substantially alter any
of the  Improvements,  except in preparation of the interior of the Improvements
for new tenants in a manner which complies with all building codes, health codes
and other  applicable  laws,  ordinances,  and  regulations,  and all covenants,
conditions  or  restrictions  affecting  the Mortgaged  Estate;  (iii)  complete
promptly and in a good and workmanlike  manner any improvement,  construction or
restoration on the Property and pay when due all claims for labor  performed and
materials   furnished   therefor;   (iv)  comply  with  all  laws,   ordinances,
regulations,  covenants,  conditions and restrictions now or hereafter affecting
the Mortgaged  Estate or any part thereof,  including  without  limitation,  the
Americans with  Disabilities  Act and the Fair Housing Act, if applicable to the
Mortgaged Estate, and all regulations  promulgated pursuant thereto,  except for
such laws, ordinances,  regulations,  covenants, conditions and restrictions the
violation of which would not, in the aggregate,  have a Material Adverse Effect;
(v) keep and maintain grounds,  sidewalks, roads, parking and landscape areas in
good and neat order and repair; and (vi) not commit, suffer or permit any act to
be done in or upon the  Mortgaged  Estate in violation of any law,  ordinance or
regulation (except as otherwise provided in clause (iv) above).  Fine Host shall
have the right to contest  by  appropriate  legal  proceedings,  at Fine  Host's
expense and without cost or expense to the Administrative Agent, the validity of
any laws,  ordinances,  orders,  rules,  regulations,  covenants,  conditions or
restrictions  affecting  the Mortgaged  Estate or the business  conducted on the
Property  if  compliance  therewith  is legally  held in  abeyance  without  the
incurrence  of any charge or lien  against  the  Mortgaged  Estate,  and further
provided such noncompliance or contest shall not otherwise  adversely affect the
validity or priority of this Mortgage;  and in such event Fine Host may postpone
compliance  therewith  until the final  determination  of any such  proceedings,
provided that Fine Host shall at all times prosecute such proceedings diligently
and in good faith to completion.

        Section 1.05. Required Insurance.  Fine Host shall maintain insurance in
respect of the Mortgaged  Estate in compliance with the provisions of subsection
6.6 of the Loan Agreement and shall otherwise comply with all such provisions as
they are applicable to the Mortgaged Estate.

        Section 1.06.  Indemnification; Subrogation; Waiver of Offset.

                (a) Fine Host  shall  indemnify  and hold each of the Agents and
        the Banks  harmless  from all liability  arising in connection  with any
        litigation  concerning this Mortgage or the Mortgaged Estate,  including
        all  reasonable  attorneys'  fees and  expenses  incurred  by any of the
        Agents  or the  Banks  in any such  litigation,  but not  including  any
        litigation  arising from any fault or misconduct of any of the Agents or
        the Banks.  Without limiting the generality of the foregoing,  Fine Host
        represents  and  warrants  to each of the  Agents  and the Banks that no
        agent or broker or finder has acted on its behalf in connection with the
        loan secured hereby or in connection with the Loan Documents.  Fine Host
        hereby  indemnifies each of the Agents and the Banks against any and all
        liability,  loss, cost or damage,  including attorneys' fees, associated
        with any claims of any agent,  broker or finder alleged to have acted on
        behalf of Fine Host.

                (b) Fine  Host  waives  any and all  right  to claim or  recover
        against  any of the Agents,  the Banks,  or their  respective  officers,
        employees, agents, attorneys and representatives,  for loss of or damage
        to Fine Host, the Mortgaged Estate, Fine Host's property or the property
        of others under Fine Host's  control from any cause  insured  against or
        required  to be insured  against  by the  provisions  of this  Mortgage,
        except to the extent that any insurance  payments pursuant to claims are
        not paid due to the gross negligence or willful misconduct of any of the
        Agents or the Banks.

                (c) All  sums  payable  by Fine  Host  hereunder  shall  be paid
        without notice, demand,  counterclaim,  setoff, deduction or defense and
        without abatement,  suspension,  deferment, diminution or reduction, and
        the  Secured  Obligations  of Fine  Host  hereunder  shall  in no way be
        released,  discharged or otherwise affected by reason of: (i) any damage
        to or  destruction  of or any  condemnation  or  similar  taking  of the
        Mortgaged Estate or any part thereof; (ii) any restriction or prevention
        of or  interference  with any use of the  Mortgaged  Estate  or any part
        thereof;  (iii) any title defect or encumbrance or any eviction from the
        Property or the  Improvements  or any part thereof by title paramount or
        otherwise; (iv) any bankruptcy, insolvency, reorganization, composition,
        adjustment,  dissolution,  liquidation or other like proceeding relating
        to Fine Host,  or any action taken with respect to this  Mortgage by any
        trustee  or  receiver  of  Fine  Host,  or by any  court,  in  any  such
        proceeding;  or (v) any other occurrence whatsoever,  whether similar or
        dissimilar to the foregoing;  whether or not Fine Host shall have notice
        or knowledge of any of the  foregoing.  To the extent  permitted by law,
        Fine Host  waives all rights now or  hereafter  conferred  by statute or
        otherwise  to  any  abatement,  suspension,   deferment,  diminution  or
        reduction  of any  Secured  Obligation,  except to the extent  that Fine
        Host's  rights  have been  affected by the gross  negligence  or willful
        misconduct of the Administrative Agent.

        Section 1.07.  Taxes and Impositions.

                (a) Fine Host agrees to pay when due all real property taxes and
        assessments,  general  and  special,  and  all  other  fees,  taxes  and
        assessments  of any kind or nature  whatsoever,  which are  assessed  or
        imposed upon the Mortgaged Estate, or become due and payable,  and which
        create a lien  upon  any  part of the  Mortgaged  Estate,  or which  are
        imposed upon the Administrative Agent's interest in the Mortgaged Estate
        (all  of  which   taxes,   assessments   and  other   governmental   and
        nongovernmental  charges of like nature are  hereinafter  referred to as
        "Impositions").

                (b) If at any  time  after  the  date  hereof,  there  shall  be
        assessed or imposed (i) a tax or assessment  on the Mortgaged  Estate in
        lieu of or in addition to the Impositions  payable by Fine Host pursuant
        to  subparagraph  (a) hereof,  or (ii) a license fee, tax or  assessment
        imposed on the Administrative Agent and measured by or based in whole or
        in part upon the amounts of the outstanding  Secured  Obligations,  then
        all such  taxes,  assessments  or fees  shall be deemed  to be  included
        within the term "Impositions" as defined in subparagraph (a) hereof, and
        Fine Host  shall pay and  discharge  the same as  herein  provided  with
        respect to the payment of Impositions.  If, at any time, Fine Host fails
        to pay when due any  Imposition,  the  Administrative  Agent may, at the
        Administrative  Agent's  election,  but  without  obligation  to do  so,
        advance  any amounts to pay such  Imposition,  which  advances,  if any,
        shall be secured  hereby and shall be  repayable  to the  Administrative
        Agent upon demand, with interest thereon, at the Late Rate.

                (c) Fine Host  covenants  to furnish  the  Administrative  Agent
        within ten (10) days after the date upon  which any such  Imposition  is
        due and payable  without the imposition of any interest or other penalty
        by Fine Host,  official receipts of the appropriate  taxing authority or
        other proof  satisfactory to the  Administrative  Agent,  evidencing the
        payment thereof.

                (d) Fine Host  covenants  and agrees to use its best  efforts to
        prevent the joint assessment of the real and personal  property,  or any
        other procedure whereby the lien of the real property taxes and the lien
        of the personal  property taxes shall be assessed,  levied or charged to
        the Mortgaged Estate as a single lien.

        Section 1.08 Utilities. Fine Host shall pay when due all utility charges
which are incurred for the benefit or otherwise  affect the Mortgaged Estate for
gas,  electricity,  water,  telephone,  cable or sewer  services  and all  other
assessments or charges of a similar nature, whether public or private, affecting
the  Mortgaged  Estate  or any  portion  thereof,  whether  or not  such  taxes,
assessments or charges are liens thereon.

        Section 1.09.  Actions Affecting  Mortgaged  Estate.  Fine Host, or Fine
Host's title insurance carrier if Fine Host's appearance is not required,  shall
appear in and contest any action or proceeding purporting to affect the title of
Fine Host in the Mortgaged  Estate,  security  hereof or the rights or powers of
the  Administrative  Agent;  and Fine Host  shall  pay all  costs and  expenses,
including,  without  limitation,  cost  of  evidence  of  title  and  reasonable
attorneys'  fees  incurred by the  Administrative  Agent,  in any such action or
proceeding in which the Administrative Agent may appear.

        Section 1.10. Actions by the Administrative  Agent To Preserve Mortgaged
Estate.  If Fine  Host fail to make any  payment  or to do any act as and in the
manner  provided  in  this  Mortgage,  the  Administrative  Agent,  in its  sole
discretion,  without  obligation  to do so and without  notice to or demand upon
Fine Host and without releasing Fine Host from any Secured Obligation,  may make
or do the same in such manner and to such extent as the Administrative Agent may
deem necessary to protect the security hereof. In connection  therewith (without
limiting its general powers),  the Administrative Agent shall have and is hereby
given the right,  but not the obligation:  (i) to enter upon and take possession
of the Mortgaged  Estate;  (ii) to direct Fine Host to terminate any  management
agent  (subject to the rights of third  parties)  and to employ such  management
agent as the  Administrative  Agent  may  determine;  (iii)  to make  additions,
alterations,  repairs  and  improvements  to  the  Mortgaged  Estate  which  the
Administrative  Agent may  consider  necessary  or proper to keep the  Mortgaged
Estate in good  condition  and  repair;  (iv) to appear and  participate  in any
action or proceeding affecting or which may affect the security hereof or of the
Administrative   Agent;  (v)  to  pay,  purchase,   contest  or  compromise  any
encumbrance,  claim,  charge, lien or debt which may affect or appears to affect
the lien of this Mortgage or be prior or superior thereto; (vi) to pay necessary
expenses of counsel or other necessary or desirable costs and expenses  incurred
by the  Administrative  Agent in  exercise  by the  Administrative  Agent of the
foregoing rights, including without limitation costs of evidence of title, court
costs,  appraisals,  surveys  and  reasonable  attorneys'  fees  and  reasonable
consultant fees, the payment of all of which costs and expenses shall be secured
hereby; and upon demand by the Administrative Agent, all such costs and expenses
shall be repayable by Fine Host to the Administrative Agent.

        Section  1.11.  Survival  of  Warranties.  Fine  Host  shall  fully  and
faithfully  satisfy and perform the Secured  Obligations.  All  representations,
warranties  and  covenants of Fine Host  contained in any Loan  Document and all
warranties,  representations  or  obligations  contained  in or evidenced by any
document or writing  delivered  in  connection  with any Loan  Document  shall ,
except  as  provided  in the  Loan  Agreement,  remain  continuing  obligations,
warranties and  representations of Fine Host during any time when any portion of
the Secured Obligations remain outstanding.

        Section  1.12.  Eminent  Domain.  If the Mortgaged  Estate,  or any part
thereof  or  interest  therein,  be taken or  damaged  by reason  of any  public
improvement   or   condemnation   proceeding,   or  in  any   other   manner  (a
"Condemnation"),  or should Fine Host  receive  any notice or other  information
regarding  any such  proceeding,  Fine Host shall  give  prompt  written  notice
thereof to the Administrative Agent. The Administrative Agent may participate in
any such Condemnation proceedings, and Fine Host shall from time to time deliver
to the  Administrative  Agent all  instruments  requested by the  Administrative
Agent to permit such participation.  Fine Host shall, at its expense, diligently
prosecute any such proceedings and shall consult with the  Administrative  Agent
and its  attorneys and experts,  and  cooperate  with them in the carrying on or
defense of any such proceedings. All proceeds of Condemnation awards or proceeds
of sale in lieu of  Condemnation  with respect to the  Mortgaged  Estate and all
judgments,  decrees and awards for injury or damage to the  Mortgaged  Estate or
any part thereof or interest therein shall be paid to the  Administrative  Agent
and  shall  be  applied  first  to  all  costs  and  expenses  incurred  by  the
Administrative Agent in obtaining the proceeds.  The balance of the proceeds, if
any,  shall be applied  at the  option of Fine Host if no Event of  Default  has
occurred  and is  continuing  (or if any Event of Default  has  occurred  and is
continuing,  at the option of the  Administrative  Agent),  (i) toward altering,
restoring or rebuilding  the Mortgaged  Estate or such portion  thereof that may
have been altered, damaged or destroyed or (ii) against Secured Obligations,  in
such order as Fine Host if no Event of Default has  occurred  and is  continuing
(or if any Event of Default has occurred and is continuing, in such order as the
Administrative  Agent), may in its discretion elect. If the Administrative Agent
elects not to apply all of the  Condemnation  proceeds  for the  restoration  or
repair  of the  Mortgaged  Estate as  provided  above,  Fine  Host  shall not be
required to repair or restore that portion of the Mortgaged  Estate  affected by
the  Administrative  Agent's  election  and  the  failure  to  do so  shall  not
constitute a breach by Fine Host of its  obligation  to maintain  the  Mortgaged
Estate set forth in Section 1.04 hereof.

        Fine Host hereby assigns and transfers to the Administrative  Agent, for
the ratable benefit of the Banks, and agrees to execute such further assignments
of, all such proceeds, judgments, decrees and awards as the Administrative Agent
may request. The Administrative Agent is hereby authorized,  in the name of Fine
Host, to execute and deliver  valid  acquittances  for, and to appeal from,  any
such judgment,  decree or award. The  Administrative  Agent shall not be, in any
event or circumstance,  liable or responsible for failure to collect or exercise
diligence in the collection of any proceeds, judgments, decrees or awards.

        Section 1.13. Additional Security. In the event the Administrative Agent
at any time holds additional security for any of the Secured Obligations, it may
enforce the sale  thereof or  otherwise  realize  upon the same,  at its option,
either before, concurrently with or after any sale is made hereunder.

        Section 1.14.  Successors and Assigns.  This Mortgage and all warranties
and covenants of Fine Host  contained in the Loan  Documents  apply to, inure to
the benefit of and bind all parties hereto, their heirs, successors and assigns.

        Section   1.15.   Inspections.   The   Administrative   Agent   or   its
representatives  are  authorized  to enter at any  reasonable  time  upon  prior
reasonable  notice  in any  part of the  Mortgaged  Estate  for the  purpose  of
inspecting the same and all books,  records and documents relating thereto,  and
for the purpose of performing  any of the acts it is authorized to perform under
the terms of any of the Loan Documents.

        Section  1.16.  Further  Assurances.  So long as any Secured  Obligation
shall remain unpaid,  Fine Host shall execute,  acknowledge,  where appropriate,
and deliver  from time to time  promptly  at the  request of the  Administrative
Agent all such instruments and documents as in the opinion of the Administrative
Agent are  necessary or desirable to preserve the first  priority  mortgage lien
created by this Mortgage.

     Section  1.17.  No Event  of  Default.  Fine  Host  agrees  to  notify  the
Administrative Agent immediately in writing upon its knowledge of any default or
Event of Default.

        Section 1.18. Transfer of Interests in Mortgaged Estate. Fine Host shall
not Convey (as defined  below) or permit the  Conveyance  (as defined below) of,
ownership or control of all or any part of the Mortgaged  Estate or any legal or
beneficial  interest therein (including  without  limitation,  rents,  issues or
profits arising from the Mortgaged Estate)(an "Ownership  Interest"),  except in
compliance  with  the  provisions  of the  Loan  Agreement,  provided  that  the
foregoing  shall not prohibit Fine Host from  entering into leases,  management,
occupancy,  concession or service  agreements or other agreements that Fine Host
determines  to be in the best  interests  of Fine  Host in  connection  with its
ownership  or  operation  of the  Mortgaged  Estate.  "Convey"  as  used in this
Mortgage  shall mean  convey,  sell,  alienate,  transfer,  mortgage,  encumber,
assign, pledge or otherwise dispose of voluntarily,  involuntarily, by operation
of law or otherwise.
"Conveyance" as used in this Mortgage shall mean any act of Conveying.

        In the event that any Ownership  Interest  becomes vested in a person or
persons in a manner which violates the terms hereof,  the  Administrative  Agent
may,  without notice to Fine Host or any other party,  and  notwithstanding  the
existence of such  default,  deal with such  successor or successors in interest
with reference to this Mortgage,  the Notes, and the other Loan Documents in the
same  manner as with Fine Host,  without in any way  releasing,  discharging  or
otherwise  affecting  the liability of Fine Host  hereunder,  or for the Secured
Obligations. No sale or Conveyance of all or any portion of the Mortgaged Estate
or  any  other   Ownership   Interest,   no  forbearance  on  the  part  of  the
Administrative  Agent,  no  extension of the time for the payment of the Secured
Obligations   or  any  change  in  the  terms   thereof   consented  to  by  the
Administrative Agent shall in any way whatsoever operate to release,  discharge,
modify,  change or affect the original liability of Fine Host herein,  either in
whole or in part,  nor shall the full  force and  effect of this lien be altered
thereby, except as permitted by the Loan Agreement.

        Fine Host  shall not  Convey  all or any part of the  Collateral  or any
legal or beneficial interest therein (a "Collateral  Ownership Interest") except
in compliance  with the provisions of the Loan Agreement and shall not otherwise
do or permit  anything  to be done or occur that may impair  the  Collateral  as
security hereunder except that so long as this Mortgage is not in default,  Fine
Host shall be  permitted  to sell or  otherwise  dispose  of any  portion of the
Collateral when absolutely worn out,  inadequate,  unserviceable  or unnecessary
for use in the  operation  of the  Mortgaged  Estate  or in the  conduct  of the
business of Fine Host,  upon  replacing  the same or  substituting  for the same
other  Collateral  at least equal in value to the initial value of that disposed
of and in such a manner so that said Collateral shall be subject to the security
interest created hereby and so that the security interest of the  Administrative
Agent  hereunder  shall  be  the  first  priority   security  interest  in  said
Collateral.

        Any  Conveyance of any Ownership  Interest or any  Collateral  Ownership
Interest  shall  have no effect  upon,  and shall not limit in any  manner,  the
liability under the Loan Documents of the party making such Conveyance.

        Section  1.19.  Advances.  If Fine Host shall fail to perform any of the
covenants  herein   contained  or  contained  in  any  instrument   constituting
additional  security for the Notes, the Banks may, but without  obligation to do
so, make advances to perform same in its behalf,  and all sums so advanced shall
be a lien upon the Mortgaged  Estate and shall be secured by this Mortgage.  The
Borrowers shall repay on demand all sums so advanced in its behalf with interest
at the Late Rate, to the maximum  extent  allowable  under law.  Nothing  herein
contained  shall  prevent  any such  failure to perform on the part of Fine Host
from constituting an Event of Default as defined below.

     Section 1.20. Financial  Statements;  Financial Condition.  Fine Host shall
deliver to the Administrative Agent all of the financial information relating to
Fine Host as and when required by the Loan Documents.

        Section 1.21.  Estoppel  Certificates.  Fine Host,  within ten (10) days
after  written  request  from the  Administrative  Agent,  shall  furnish a duly
acknowledged  written  statement setting forth the amount of the debt secured by
this Mortgage,  and stating either that no setoffs or defenses exist against the
Mortgage debt, or, if such setoffs or defenses are alleged to exist,  the nature
thereof.

        Section 1.22.  Conditional  Assignment  of Rentals.  Fine Host agrees to
execute and deliver to the Administrative  Agent, in addition to the Conditional
Assignment of Rentals,  such  assignments of leases and rents  applicable to the
Mortgaged Estate as the Administrative Agent may from time to time request while
this Mortgage and the debt secured hereby are outstanding.

        Except with the Administrative  Agent's prior written consent, Fine Host
shall not execute  (except as noted above) an assignment of the rents or profits
or any part thereof from the Mortgaged Estate.

        Nothing  herein shall obligate the  Administrative  Agent to perform the
duties of Fine Host as  landlord or lessor  under any such leases or  tenancies.
Fine Host hereby  covenants  and agrees that it shall at all times  promptly and
faithfully perform, or cause to be performed,  in all material respects,  all of
the  covenants,  conditions  and  agreements  contained  in  all  leases  of the
Mortgaged Estate now or hereafter existing, on the part of the lessor thereunder
to be kept and performed.

        If any  of  such  leases  provide  for  the  giving  by  the  lessee  of
certificates with respect to the status of such leases, Fine Host shall exercise
its  right to  request  such  certificates  within  five (5) days of any  demand
therefor by the  Administrative  Agent.  Any leases  entered into after the date
hereof shall contain such a provision.

        Fine Host shall  furnish to the  Administrative  Agent,  within ten (10)
days  after  a  written  request  by  the  Administrative  Agent  to  do  so,  a
Subordination  and  Attornment  Agreement from each lessee of any portion of the
Mortgaged  Estate.  Any leases  entered into after the date hereof shall contain
Subordination and Attornment provisions satisfactory to the Administrative Agent
and shall require the execution and recording of a Subordination  and Attornment
Agreement with the Administrative  Agent from time to time at the Administrative
Agent's option.

        Section 1.23.  Assignment of Agreements and Permits. Fine Host agrees to
execute and deliver to the  Administrative  Agent such assignments of agreements
and permits applicable to the Mortgaged Estate as the  Administrative  Agent may
from time to time request  while this  Mortgage and the debt secured  hereby are
outstanding  and represents and agrees that all such agreements and permits are,
and  shall  remain,  in the name of Fine  Host and not in the name of any  other
party. Except with the Administrative  Agent's prior written consent,  Fine Host
shall not execute an assignment  of the  agreements  and permits,  and Fine Host
shall not execute any management  contracts or other service contracts  relating
to the  Mortgaged  Estate  which are not  terminable  upon  foreclosure  of this
Mortgage  or  transfer of title to the  Mortgaged  Estate to the  Administrative
Agent.

        Section 1.24.  Hazardous Materials.

        (a) As used  herein,  "Hazardous  Material"  means  (A)  any  substance,
material,  or matter  that may give  rise to  liability  under (i) the  Resource
Conservation  Recovery  Act,  as  amended  by  the  Hazardous  and  Solid  Waste
Amendments of 1984,  42 U.S.C.  Sections  6902 et seq.;  (ii) the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act,  as  amended by the
Superfund Amendments and Reauthorization  Act, 42 U.S.C.  Sections 9601 et seq.;
(iii) the Clean Water Act, 33 U.S.C. Sections 466 et seq. and 33 U.S.C. Sections
1344 et seq.;  (iv) the Safe Drinking Water Act, 14 U.S.C.  Sections  1401-1450;
(v) the Toxic Substances  Control Act, 15 U.S.C.  Sections  2601-2629;  (vi) the
Hazardous Materials  Transportation Act, 49 U.S.C.  Sections 1801 et seq.; (vii)
the Resource  Conservation  and Recovery  Act, 42 U.S.C.  Sections 6901 et seq.;
(viii) the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; (ix) any local, state
or federal rules and regulations  promulgated pursuant to items (i) through (ix)
and any similar local,  state or federal laws, rules,  ordinances or regulations
either in existence as of the date hereof,  or enacted or promulgated  after the
date of this  Agreement,  that concern the  transportation  storage,  placement,
handling, treatment, release, discharge,  generation,  manufacture,  production,
disposal,  management,   control,  containment,  and/or  removal  (collectively,
"Treatment")  of  substances  or  materials  that are or may  become a threat to
public  health or the  environment;  or (xi) any  common  law  theory  involving
materials or substances which are or are alleged to be hazardous to human health
or the environment based on nuisance, trespass,  negligence, strict liability or
other tortious  conduct (items (i) through (xi), as the same may be amended from
time to time, are collectively referred to herein as "Environmental  Laws"); (B)
any "hazardous  substance" listed in the U.S. Department of Transportation Table
(49  C.F.R.  172.101),  as the same may be  amended  from time to time;  and (C)
asbestos,  lead paint,  pcb's, urea  formaldehyde  foam insulation,  radioactive
materials,  and  any  materials,  the  removal  of  which  is  required  or  the
maintenance of which is prohibited or penalized.

        (b) Fine Host covenants and warrants  that,  until the later to occur of
(a) the sale of the entire Mortgaged  Premises by Fine Host, or (b) discharge of
this  Mortgage of record,  it will comply with and conform to, and will  require
any and all users  and  occupants  of the  Mortgaged  Estate to comply  with and
conform  to,  all  applicable  Environmental  Laws,  except  for  such  Laws the
violation of which would not, in the aggregate,  have a Material Adverse Effect.
Fine Host further  covenants  there is  currently no Treatment of any  Hazardous
Material occurring upon, in or from, or which affects, the Mortgaged Estate, and
that Fine Host will not engage in or permit any party to engage in any Treatment
of any Hazardous  Material  upon, in or from,  or which  affects,  the Mortgaged
Estate (except in compliance with  Environmental  Laws), and that on the date of
this  Mortgage,  to the best of Fine  Host's  knowledge,  the  Mortgaged  Estate
complies with all Environmental Laws.

        (c)  Immediately  upon  receipt  of any  Notice,  as defined in the next
sentence, Fine Host shall deliver to the Administrative Agent a complete copy of
any written  Notice or a complete  report in writing of the content of any other
Notice.  "Notice,"  for the purposes of this  subparagraph  (c),  shall mean any
note,  notice,  or report of any of the following,  whether received prior to or
after the date of this Mortgage: (i) any suit, proceeding, investigation, order,
consent order,  injunction,  writ,  award, or action relating to or affecting or
indicating  the  Treatment of any  Hazardous  Material  upon,  in, from or which
affects the Mortgaged Estate; (ii) any spill, contamination, discharge, leakage,
release or escape of any  Hazardous  Material  upon,  in, from or affecting  the
Mortgaged Estate,  whether sudden or gradual,  accidental or anticipated,  or of
any other nature  ("Spill");  (iii) any dispute relating to any Spill or to Fine
Host's or any other party's  Treatment of any Hazardous  Material upon, in, from
or affecting  the  Mortgaged  Estate;  (iv) any claims by or against any insurer
related  to or  arising  out of any  Spill  or the  Treatment  of any  Hazardous
Material   upon,   in,  from  or  affecting  the  Mortgaged   Estate;   (v)  any
recommendations  or  requirements of any  governmental or regulatory  authority,
insurer or board of  underwriters  relating to any Spill or to any  Treatment of
Hazardous  Material upon, in, from or affecting the Mortgaged  Estate,  (vi) any
legal  requirement or breach thereof related to any Spill or to the Treatment of
Hazardous  Material upon, in, from or affecting the Mortgaged  Estate;  or (vii)
any  tenant,  licensee,  concessionaire,  manager,  or  other  party  or  entity
occupying or using the Mortgaged Estate or any part thereof having engaged in or
engaging in the Treatment of any Hazardous  Material upon, in, from or affecting
the Mortgaged Estate.

        (d) In the event that (i) Fine Host causes, suffers or permits, directly
or indirectly, any Spill, or (ii) any Spill has occurred during the term of this
Mortgage,  then Fine Host shall  immediately take all of the following  actions:
(A) notify the  Administrative  Agent as provided in Section 6.04;  (B) devise a
plan (the "Clean-up Plan") for the assessment, clean-up, remediation and removal
of the Spill and any  contamination  related to the Spill,  which  Clean-up Plan
must  be  approved  by  the  Administrative   Agent  and,  if  required  by  any
Environmental Law, any applicable governmental or regulatory authority, prior to
any such  clean-up,  remediation  or removal;  (C) take all steps  necessary  or
desirable in the Administrative  Agent's reasonable  judgment,  and otherwise in
accordance  with  the  Clean-up  Plan,  to  clean  up  any  such  Spill  or  any
contamination  related to such Spill;  (D) fully restore the Mortgaged Estate to
its condition prior to the Spill; (E) allow the Administrative  Agent to monitor
and inspect all cleanup and  restoration  related to such Spill;  and (F) post a
bond with the  Administrative  Agent (drawn upon a company  satisfactory  to the
Administrative  Agent) or deposit an amount of money in an escrow  account under
the  Administrative  Agent's  name upon which bond or escrow the  Administrative
Agent may draw, and which bond or escrow shall be in an amount sufficient in the
Administrative   Agent's  reasonable   judgment  to  meet  all  of  Fine  Host's
obligations under this subparagraph.  Notwithstanding  anything contained herein
to the contrary,  in the event that Fine Host  receives a written  complaint for
any  cleanup,  removal  or  restoration  of the  Mortgaged  Estate to the extent
mandated by any public official acting  lawfully under any  Environmental  laws,
Fine Host  shall not be  considered  in default  of its  obligations  under this
subparagraph  if Fine Host is  contesting  such  complaint in good faith and the
enforcement thereof is withheld pending such contest.  The Administrative  Agent
shall have the right to draw against the bond or escrow in its discretion in the
event that Fine Host does not meet its obligations under this  subparagraph.  In
addition to the foregoing right to draw against any bond or escrowed funds,  the
Administrative Agent, as its election and in it sole discretion,  may (but shall
not be obligated to) otherwise  cure any failure on the part of Fine Host or any
occupant  of the  Mortgaged  Estate  to  comply  with  the  Environmental  Laws,
including, without limitation, taking any or all of the following actions:

                (x) arrange and pay for the  assessment,  cleanup or containment
        of Hazardous Material found on the Mortgaged Estate, provided,  however,
        except in the event of an emergency when immediate action is required as
        determined  by the  Administrative  Agent  in its sole  discretion,  the
        Administrative  Agent shall not institute any remedial action  hereunder
        without first having given Fine Host the opportunity to take the actions
        set forth in this subparagraph;

                (y) pay on  behalf of Fine  Host or any  other  occupant  of the
        Mortgaged Estate,  any fines or penalties imposed by any governmental or
        regulatory authority in connection with such Hazardous Material; and

                (z) make any other  payment or  perform  any other act which may
        prevent or abate a release or threat of release of  Hazardous  Material,
        facilitate the cleanup thereof,  or prevent a lien from attaching to the
        Mortgaged Estate.

        Any partial  exercise by the  Administrative  Agent of the  remedies set
forth in this  subparagraph or any partial  undertaking on its part to cure Fine
Host's or any other  occupant of the Mortgaged  Estate's  failure to comply with
the Environmental Laws, shall not obligate the Administrative  Agent to complete
the actions taken or to expend further sums to cure such noncompliance;  neither
shall the exercise of any such remedies operate to place upon the Administrative
Agent any responsibility for the operation,  control, care, management or repair
of the Mortgaged Estate, provided,  however, except in the event of an emergency
when immediate action is required as determined by the  Administrative  Agent in
its sole discretion,  the Administrative  Agent shall not institute any remedial
action  hereunder  without first having given Fine Host the  opportunity to take
the actions set forth in this subparagraph.

        Any  amounts  paid or costs  incurred by the  Administrative  Agent as a
result of any of the above shall be a cost  incurred for the  protection  of the
Mortgaged  Estate and shall be  immediately  due and  payable by Fine Host,  and
until  paid  shall  be  added  to and  become  a part  of the  indebtedness  and
obligations  secured by this Mortgage;  and the Administrative  Agent, by making
any such payment or incurring any such costs,  shall be subrogated to any rights
of Fine Host or any occupant of the Mortgaged  Estate to seek  reimbursement  of
such  costs  from  any  third  parties,   including,   without  limitation,  any
"responsible party" under the Environmental Laws.

        (e)  the  Administrative  Agent  shall  have  the  right,  but  not  the
obligation,  to enter upon,  inspect,  monitor and conduct,  at Fine Host's sole
cost and expense,  such environmental  tests and surveys of the Mortgaged Estate
and Fine Host's use of the Mortgaged  Estate as the  Administrative  Agent deems
appropriate in order to determine Fine Host's  compliance with the terms of this
Section 1.24 and the  representations  and  warranties set forth in this Section
1.24.

        (f) Fine Host hereby represents, warrants and confirms that: (i) neither
Fine Host nor, to the best of Fine Host's knowledge, any other person is engaged
or has ever engaged,  in the Treatment of any Hazardous  Material upon, in, from
or affecting the Mortgaged Estate; (ii) Fine Host, to the best of its knowledge,
has  complied  with all  Environmental  Laws  relating to the  Treatment  of any
Hazardous Material upon, in, from or affecting the Mortgaged Estate; (iii) there
is no suit, claim, proceeding,  investigation, order, consent order, injunction,
writ, award, or action threatened,  pending, or in effect,  which relates to the
Treatment of any Hazardous  Material  upon,  in, from or affecting the Mortgaged
Estate and which involves or affects Fine Host or the Mortgaged Estate; nor does
Fine Host know of any basis for any such suit, claim, proceeding, investigation,
order, consent order, injunction, writ, award or action; (iv) there are no, nor,
to the best of Fine Host's knowledge,  have there ever been any, underground (or
partially  underground)  tanks of any kind at the Mortgaged  Estate;  (v) to the
best  of  Fine  Host's  knowledge,  no  governmental  or  regulatory  authority,
including, without limitation, the United States Environmental Protection Agency
has made a  determination  or finding  that (A) Fine Host or any other person or
entity  engaged,  engages,  or will  engage in the  Treatment  of any  Hazardous
Material upon, in, from or affecting the Mortgaged  Estate;  (B) there exists or
existed any  underground  (or  partially  underground)  tanks of any kind at the
Mortgaged  Estate; or (C) Fine Host is a transporter of Hazardous  Material;  or
(D) there has been any past or present  Spill;  (vi) to the best of Fine  Host's
knowledge,  after due diligence and investigation,  no agent, tenant,  licensee,
concessionaire,  manager,  or  other  party or  entity  occupying  or using  the
Mortgaged  Estate or any part thereof has engaged in or engages in the Treatment
of any Hazardous  Material upon, in, from or affecting the Mortgaged Estate; and
(vii) Fine Host has not received any Notice,  and is not aware of the  existence
of any Notice.  Fine Host shall immediately notify the  Administrative  Agent in
the event that any of the  representations set forth in this subparagraph are no
longer true in any material respect at any time.

        (g) Fine  Host  covenants  and  agrees  that all  leases,  licenses  and
agreements  of any kind  hereafter  executed  which  permit any party to occupy,
possess,  or use in any way the Mortgaged  Estate or any part  thereof,  whether
oral  or  written   (collectively,   the  "Leases")  shall  include  an  express
prohibition  of the  Treatment  of any  Hazardous  Material  upon,  in,  from or
affecting the Mortgaged Estate (except in compliance with  Environmental  Laws),
and the failure to comply with such  prohibition  shall  expressly  constitute a
default under any such Lease.  All Leases shall also expressly  require that the
parties to such Leases shall deliver upon request estoppel  certificates to Fine
Host and to the Administrative Agent expressly  stipulating whether any party to
such Lease is  engaged  in or has  engaged  in the  Treatment  of any  Hazardous
Material  upon,  in, from or affecting  the Mortgaged  Estate,  and whether such
party has caused a Spill and whether,  to the best of their  knowledge,  a Spill
has otherwise occurred.

        (h)  Notwithstanding  anything  in this  Mortgage to the  contrary,  the
representations and undertakings of Fine Host in this Section 1.24 shall survive
the expiration or  termination of this Mortgage  regardless of the means of such
expiration or termination.

        (i) Fine Host expressly agrees that in the event Fine Host fails, in any
material  respect,  in any of its  obligations  under this  Section  1.24,  such
failure shall constitute an Event of Default hereunder, the Administrative Agent
shall have the right,  at its sole  option,  to exercise  any and all rights and
remedies  granted  to the  Administrative  Agent  hereunder  and/or by law or in
equity,  including  but not limited to the right to  foreclose  the lien of this
Mortgage.


                                   ARTICLE II

                          ADMINISTRATIVE AGENT'S POWERS

        At any  time,  or from time to time,  without  liability  therefor,  and
without affecting the personal  liability,  if any, of any person for payment of
the Secured Obligations or the effect of this Mortgage upon the remainder of the
Mortgaged Estate,  the  Administrative  Agent may without notice (i) release any
part of the Mortgaged  Estate,  (ii) consent in writing to the making of any map
or plan thereof,  (iii) join in granting any easement thereon,  (iv) join in any
extension  agreement or any agreement  subordinating  the lien or charge hereof,
(v) release any person so liable,  (vi) extend the  maturity or alter any of the
terms of any Secured Obligations, (vii) grant other indulgences,  (viii) take or
release any other or additional  security for any obligation  herein  mentioned,
(ix) make  compositions or other  arrangements with debtors in relation thereto,
or (x)  advance  additional  funds to  protect  the  security  hereof and pay or
discharge the Secured  Obligations  of Fine Host  hereunder,  and all amounts so
advanced shall be secured hereby and shall be due and payable upon demand by the
Administrative Agent.


                                   ARTICLE III

                               ASSIGNMENT OF RENTS

        Fine Host hereby assigns and transfers to the Administrative  Agent, for
the ratable  benefit of the Banks,  all of the rents,  issues and profits of the
Mortgaged  Estate.  The terms of such assignment are more specifically set forth
in the Conditional  Assignment of Rentals which terms,  by this  reference,  are
incorporated herein.

                                   ARTICLE IV

                               SECURITY AGREEMENT

        Section 4.01. Creation of Security Interest. With respect to any portion
of the Mortgaged Estate which constitutes  Personal Property,  fixtures or other
property governed by the UCC,  including,  without  limitation,  the Collateral,
this Mortgage  shall  constitute a security  agreement  between Fine Host as the
debtor and the  Administrative  Agent as the secured party, and Fine Host hereby
grants to the  Administrative  Agent,  for the ratable  benefit of the Banks,  a
security  interest in such portion of the  Mortgaged  Estate.  Cumulative of all
other rights of the Administrative  Agent hereunder,  the  Administrative  Agent
shall have all of the rights  conferred  upon secured  parties by the UCC.  Fine
Host will  execute and deliver to the  Administrative  Agent all  financing  and
continuation  statements  and  other  information  that  are  from  time to time
required or  appropriate  to establish and maintain the validity and priority of
the security interest of the Administrative  Agent, or any modification thereof,
and pay all costs and  expenses of any searches  required by the  Administrative
Agent.  The  Administrative  Agent may  exercise any or all of the remedies of a
secured party  available to it under the UCC with respect to such property,  and
it is expressly  agreed that if upon an Event of Default (as herein defined) the
Administrative  Agent should  proceed to dispose of such  property in accordance
with the  provisions  of the UCC,  seven (7) days' notice by the  Administrative
Agent to Fine Host shall be deemed to be  reasonable  notice under any provision
of the UCC requiring such notice;  provided,  however,  that the  Administrative
Agent  may at its  option  dispose  of such  property  in  accordance  with  the
Administrative  Agent's  rights and remedies  with respect to the real  property
pursuant to the  provisions of this  Mortgage,  in lieu of proceeding  under the
UCC.

        Without in any way derogating  from the  Administrative  Agent's consent
rights contained in Section 1.21 hereof,  Fine Host shall give advance notice in
writing to the Administrative  Agent of any proposed change in Fine Host's name,
identity, address, or business form or structure and will execute and deliver to
the  Administrative  Agent,  prior to or concurrently with the occurrence of any
such change, all additional  financing  statements that the Administrative Agent
may  require  to  establish  and  maintain  the  validity  and  priority  of the
Administrative  Agent's  security  interest with respect to any of the Mortgaged
Estate described or referred to herein.

        Some of the items of the  Mortgaged  Estate  described  herein are goods
that are or are to become fixtures  related to the Property,  and it is intended
that as to  those  goods,  this  Mortgage  shall  be  effective  as a  financing
statement  filed as a fixture  filing  from the date of its filing for record in
the real estate records of the county in which the Mortgaged Estate is situated.
Information  concerning the security  interest created by this instrument may be
obtained from the Administrative Agent, as secured party, and from Fine Host, as
debtor, at the addresses stated in Section 6.04 of this Mortgage.

        Section 4.02.  Warranties,  Representations  and Covenants of Fine Host.
Fine Host  hereby  warrants,  represents  and  covenants,  with  respect  to the
Personal  Property  that all covenants and  obligations  of Fine Host  contained
herein relating to the Mortgaged Estate shall be deemed to apply to the Personal
Property whether or not expressly referred to herein.


                                    ARTICLE V

                              REMEDIES UPON DEFAULT

 Section 5.01.   Acceleration Upon Default; Additional Remedies.
 Upon the occurrence of an Event of Default, the Administrative Agent may:

                (i) Declare all Secured  Obligations to be due and payable,  and
        the same shall thereupon become due and payable without any presentment,
        demand,  protest  or notice of any kind  except  as  otherwise  provided
        herein,  and Fine Host hereby waives notice of intent to accelerate  the
        Secured  Obligations,   all  subject  to  the  provisions  of  the  Loan
        Agreement;

                (ii) Either in person or by agent,  with or without bringing any
        action or proceeding, or by a receiver appointed by a court, and without
        regard to the adequacy of its security,  enter upon and take  possession
        of the  Mortgaged  Estate or any part  thereof  and do any acts which it
        deems  necessary or desirable  to preserve the value,  marketability  or
        rentability  of the  Mortgaged  Estate,  or  part  thereof  or  interest
        therein,  increase the income  therefrom or protect the security  hereof
        and, with or without taking possession of the Mortgaged Estate, take any
        action described in Articles II, III or IV hereof,  sue for or otherwise
        collect the rents, issues and profits thereof,  including those past due
        and unpaid, and apply the same, less costs and expenses of operation and
        collection  including  reasonable  attorneys'  fees,  upon  any  Secured
        Obligations,   all  in  such  order  as  the  Administrative  Agent  may
        determine.  The entering  upon and taking  possession  of the  Mortgaged
        Estate,  the taking of any action  described  in Articles  II, III or IV
        hereof,  the  collection  of such  rents,  issues  and  profits  and the
        application thereof as aforesaid, shall not cure or waive any default or
        notice of default or invalidate any act done in response to such default
        or  pursuant  to  such  notice  of  default  and,   notwithstanding  the
        continuance  in possession of the  Mortgaged  Estate or the  collection,
        receipt and application of rents, issues or profits,  the Administrative
        Agent shall be entitled to exercise  every right  provided for in any of
        the Loan  Documents or by law upon  occurrence  of any Event of Default,
        including the right to exercise the power of sale herein conferred;

                (iii) Commence an action to foreclose  this Mortgage,  appoint a
        receiver,  specifically enforce any of the covenants hereof, or sell the
        Mortgaged Estate pursuant to the power of sale herein conferred;

     (iv) Exercise any or all of the remedies available to a secured party under
the UCC; and

                (v) Apply any sums or amounts received  pursuant to Section 1.05
        or Section 1.12 hereto, or as rents or income of the Mortgaged Estate or
        otherwise,  upon any Secured  Obligation in such manner and order as the
        Administrative  Agent may elect. The receipt,  use or application of any
        such sums by the  Administrative  Agent hereunder shall not be construed
        to affect the maturity of any Secured Obligation or any of the rights or
        powers of the Administrative Agent under the terms of the Loan Documents
        or any of the obligations of Fine Host or any of the other Borrowers.

        Section 5.02. Appointment of Receiver. If an Event of Default shall have
occurred,  the Administrative  Agent, as a matter of right and without notice to
Fine Host or anyone  claiming  under Fine Host or any other  party,  and without
regard to the then value of the  Mortgaged  Estate or the  interest of Fine Host
therein,  shall  have the right to apply to any  court  having  jurisdiction  to
appoint a receiver or receivers of the  Mortgaged  Estate,  and Fine Host hereby
irrevocably  consents to such  appointment  and waives notice of any application
therefor.  Any such  receiver or  receivers  shall have all the usual powers and
duties of  receivers  in like or similar  cases and all the powers and duties of
the  Administrative  Agent in case of entry as provided in Section  5.01(ii) and
shall  continue  as  such  and  exercise  all  such  powers  until  the  date of
confirmation of sale of the Mortgaged Estate unless such  receivership is sooner
terminated.

        Section 5.03 Remedies Not Exclusive.  The Administrative  Agent shall be
entitled to enforce  payment and performance of any Secured  Obligations  hereby
and to  exercise  all rights and powers  under this  Mortgage  or under any Loan
Documents   or  other   agreement  or  any  laws  now  or  hereafter  in  force,
notwithstanding  some or all of the Secured  Obligations may now or hereafter be
otherwise secured,  whether by mortgage, deed of trust, pledge, lien, assignment
or  otherwise.  Every power or remedy given by any of the Loan  Documents to the
Administrative  Agent,  or to which the  Administrative  Agent may be  otherwise
entitled,  may be  exercised  without  prejudice  to any other  power or remedy,
concurrently,  independently,  in any order and in any manner  from time to time
and as often as may be deemed expedient by the  Administrative  Agent. No remedy
or power is  intended  to be  exclusive  of any other  power or  remedy  and the
Administrative Agent may pursue inconsistent remedies.

        The  acceptance  by any of the  Agents or the Banks of any sum after the
same is due shall not  constitute a waiver of the right either to require prompt
payment,  when due, of all other sums hereby  secured or to declare a default as
herein provided.  The acceptance by any of the Agents or the Banks of any sum in
an amount  less than the sum then due shall be deemed an  acceptance  on account
only and upon  condition that it shall not constitute a waiver of the obligation
of Fine Host to pay the  entire  sum then due,  and  failure of Fine Host to pay
such  entire  sum  then  due  shall be and  continue  to be an Event of  Default
notwithstanding such acceptance of such amount on account, as aforesaid. Consent
by any of the Agents or the Banks to any action or  inaction  of Fine Host which
is subject to consent or approval of the  Administrative  Agent  hereunder shall
not be deemed a waiver of the right to  require  such  consent  or  approval  to
future or successive  actions or inactions.  Nothing  contained in this Mortgage
shall be construed to constitute  any of the Agents or the Banks as a "mortgagee
in possession"  in the absence of its taking actual  possession of the Mortgaged
Estate pursuant to the powers granted herein.

        Section 5.04  Marshalling.  Notwithstanding  the  existence of any other
security interest in the Mortgaged Estate held by the Administrative Agent or by
any other party, the Administrative  Agent shall have the right to determine the
order  in  which  any of the  Mortgaged  Estate  or any  part  thereof  shall be
subjected to the remedies provided herein. The  Administrative  Agent shall have
the right to  determine  the order in which any or all  portions  of the Secured
Obligations  are satisfied  from the proceeds  realized upon the exercise of the
remedies provided herein.  Fine Host and any party who now or hereafter acquires
a  security  interest  in any of the  Mortgaged  Estate  and who has  actual  or
constructive  notice hereof hereby waives,  to the extent  permitted by law, any
and all right to  require  the  marshalling  of assets  in  connection  with the
exercise of any of the remedies permitted by applicable law or provided herein.

                                   ARTICLE VI

                                  MISCELLANEOUS

        Section 6.01. Governing Law. This Mortgage shall be governed by the laws
of the  Commonwealth  of  Kentucky.  Fine Host  agrees  that if Fine Host is not
domiciled in Kentucky or does not have a registered agent in Kentucky,  together
with and in addition to any other reason  permitted  by law, the  Administrative
Agent may serve Fine Host through  service on  Kentucky's  Secretary of State as
per Kentucky's  "long-arm" statue.  Service through the Secretary of State shall
bring Fine Host  personally  before  the court as well as bring the real  estate
before the court.  The last known address of Fine Host shall be  considered  the
address  given for Fine Host in the opening  paragraph of this  Mortgage  unless
Fine Host notifies the Administrative Agent in writing, of another address. Fine
Host agrees to hold each of the Agents and the Banks  harmless  from and against
any technical  objections  which Fine Host may have to service,  if in fact Fine
Host knew  about the  lawsuit  or should  have  known but for  willful  or gross
negligence of Fine Host.

        Section 6.02. Conflicts,  Modifications. In the event that any provision
or clause of this Mortgage  conflicts with applicable laws, such conflicts shall
not affect other  provisions of this Mortgage  which can be given effect without
the conflicting  provision,  and to this end the provisions of this Mortgage are
declared to be severable. This instrument cannot be waived, changed,  discharged
or terminated  orally,  but only by an instrument in writing signed by the party
against whom  enforcement  of any waiver,  change,  discharge or  termination is
sought.

        Section  6.03.  Waiver of Rights.  To the extent  permitted by law, Fine
Host  waives  the  benefit of all laws now  existing  or that  hereafter  may be
enacted (i)  providing  for any  appraisement  before sale of any portion of the
Mortgaged  Estate,  (ii) providing for a jury trial on any issues  pertaining to
the Loan  Documents or any  liability of Fine Host or (iii) in any way extending
the time for the  enforcement  of the  collection of the Secured  Obligations or
creating or extending a period of  redemption  from any sale made in  collecting
the  Secured  Obligations.  To the full  extent  Fine Host may do so,  Fine Host
agrees that Fine Host will not at any time insist upon,  plea, claim or take the
benefit or  advantage of any law now or  hereafter  in force  providing  for any
appraisement, valuation, stay, extension, redemption or homestead exemption, and
Fine Host, for Fine Host,  Fine Host's  representatives,  heirs,  successors and
assigns, and for any and all persons ever claiming any interest in the Mortgaged
Estate, to the extent permitted by law, hereby waives and releases all rights of
redemption,  valuation,  appraisement,  stay of execution,  homestead exemption,
notice of election to mature or declare due the whole of the Secured Obligations
and marshalling in the event of foreclosure of the liens hereby created.

        Section 6.04.  Notices.  Except as otherwise  expressly provided herein,
any notice required or desired to be served,  given or delivered hereunder shall
be in  writing,  and  shall be  deemed to have  been  validly  served,  given or
delivered  upon the  earlier of (a)  personal  delivery to the address set forth
below,  (b) in the case of mailed  notice,  three (3) days after  deposit in the
United States mails,  with proper  postage for certified  mail,  return  receipt
requested, prepaid, (c), in the case of telecopy notice, when received or (d) in
the case of notice by  Federal  Express  or other  reputable  overnight  courier
service, one (1) Business Day after delivery to such courier service,  addressed
as  follows,  or to such  other  address  as may be  hereafter  notified  by the
respective parties hereto:

        (i)     If to the Administrative Agent, at:

                BankBoston, N.A.
                100 Federal Street
                Boston, MA  02110
                Attention: Daniel P. Corcoran, Jr., Director
                             Mail Code:  01-07-05
                Telecopier No. 617-434-1279

        with a copy to:

                Peabody & Arnold
                50 Rowes Wharf
                Boston, MA  02110
                Attention:  Anil Khosla, Esq.
                Telecopier No. 617-951-2125

        (iii)   If to Fine Host, at:

                Fine Host Corporation
                3 Greenwich Office Park
                Greenwich, CT  06831
                Attention:  Richard E. Kerley, Chairman and CEO
                Telecopier No. 203-629-5089







        with a copy to:

                Willkie Farr & Gallagher
                One Citicorp Center
                153 East 53rd Street
                New York, NY  10022
                Attention:  Cornelius T. Finnegan, III, Esq.
                Telecopier No. 212-821-8111

        Section 6.05.  Rules of  Construction.  When the identity of the parties
hereto or other circumstances make it appropriate, the masculine gender includes
the feminine and/or neuter,  and the singular  number  includes the plural.  The
headings  of  each  Article,  Section  and  paragraph  are for  information  and
convenience  only and do not limit or construe  the  contents  of any  provision
hereof. The relationship  created herein is one of debtor and creditor and shall
not be  construed  to create a  partnership,  venture or any other  relationship
between Fine Host and the  Administrative  Agent.  To the extent any conflict or
inconsistency  exists in this Mortgage  and/or any of the Loan  Documents,  Fine
Host shall first be bound by the terms of the Loan Agreement,  then the terms of
the other Loan Documents and then the terms of this Mortgage.

        Section 6.06.  Successors in Interest.  This Mortgage applies to, inures
to the benefit of, and is binding  not only on the parties  hereto,  but also on
their heirs, executors, administrators, successors and assigns.

        Section 6.07.  Covenants Run with the Land.  All the grants, covenants,
 terms provisions and conditions herein shall run with the land.

        Section 6.08. Counterparts.  This Mortgage may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original;  and all such counterparts shall together  constitute but one
and the same Mortgage.

        Section 6.09.  Subrogation.  To the extent that proceeds of the Notes or
advances  under this Mortgage are used to pay any  outstanding  lien,  charge or
prior encumbrance  against the Mortgaged Estate,  such proceeds or advances have
been or will be advanced by the Administrative Agent at Fine Host's request, and
the  Administrative  Agent shall be  subrogated  to any and all rights and liens
held by any  owner or  holder  of such  outstanding  liens,  charges  and  prior
encumbrances,  irrespective of whether said liens,  charges or encumbrances  are
released of record.

        Section 6.10. Assignment of the Administrative Agent's Interest. Subject
to the provisions of subsection  10.15 of the Loan  Agreement,  Fine Host hereby
specifically  grants unto the Administrative  Agent the right and privilege,  at
the  Administrative  Agent's option,  to transfer and assign to any third person
all or any  portion  of the  Administrative  Agent's  interest  and  obligations
hereunder.  Upon any such  transfer,  Fine Host, at the  Administrative  Agent's
request,  shall provide an estoppel certificate to such third person in form and
content satisfactory to the Administrative Agent, in its reasonable discretion.

        IN WITNESS  WHEREOF,  Fine Host has caused this  Mortgage to be executed
under seal on the day and year set forth in the acknowledgement set forth below,
all as of the day and year first written above.

                FINE HOST CORPORATION


              By: ________________________________________
                   Name:
                   Title:
                          Its duly authorized officer


<PAGE>



STATE OF ____________________

COUNTY OF ____________________

        The foregoing  instrument was acknowledged before me on this ____ day of
July, 1997, by ___________________________________,  as ____________________, of
FINE  HOST  CORPORATION,  a  Delaware  corporation,  for and on  behalf  of said
corporation, pursuant to duly authorized resolution.


                     ----------------------------------
                     Notary Public

                     ----------------------------------
                     Print Name of Notary
                     My Commission Expires:
                     [AFFIX NOTARIAL SEAL]

This instrument prepared by and after recorded return to:


-------------------------------
Sharon S. Elliston, Esq.
Ziegler & Schneider, P.S.C.
7300 Turfway Road, Suite 505
Florence, KY  41042


<PAGE>



                                    EXHIBIT A

                              Property Description







<PAGE>
                                                                   EXHIBIT N

              CONDITIONAL ASSIGNMENT OF RENTALS, PROFITS AND INCOME

         This  CONDITIONAL  ASSIGNMENT  OF  RENTALS,  PROFITS  AND INCOME  (this
"Assignment")  is made  as of July  30,  1997,  by and  between  (a)  FINE  HOST
CORPORATION,  a Delaware corporation,  with its principal place of business at 3
Greenwich  Office  Park,   Greenwich,   Connecticut  06831  (together  with  its
successors and assigns, "Fine Host") and (b) BANKBOSTON, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") for various banks and other
financial institutions which are or may hereafter become parties (said banks and
other financial  institutions  are  hereinafter  referred to collectively as the
"Banks") to that certain  Fourth Amended and Restated Loan  Agreement,  dated of
even date  herewith (as the same may be  hereafter  further  amended,  modified,
supplemented,  extended or restated, from time to time, the "Loan Agreement") by
and among Fine Host, all of the  Subsidiaries  of Fine Host, the  Administrative
Agent,  USTrust  as  Documentation  Agent for the Banks (in such  capacity,  the
"Documentation  Agent")(the Administrative Agent and the Documentation Agent are
hereinafter sometimes referred to collectively as the "Agents") and the Banks.

         Reference is hereby made to a certain Mortgage, Security Agreement, and
Financing  Statement,  dated of even date herewith (as the same may be hereafter
amended,  modified,  supplemented,  extended or restated, from time to time, the
"Mortgage"),  from Fine Host in favor of the Administrative Agent, which relates
to the Mortgaged Estate  (including,  without  limitation,  the Property that is
more particularly described on Exhibit A attached hereto and incorporated herein
by reference  (the  "Property"))  and which is to be recorded  contemporaneously
with this  Assignment.  All capitalized  terms not defined herein but defined in
the Mortgage shall have the meanings given to such terms in the Mortgage, and if
not  defined  in the  Mortgage,  then the  meanings  given to such  terms in the
Uniform Commercial Code, as in effect, from time to time, in the Commonwealth of
Kentucky (the "UCC").

Preliminary Statements:

         WHEREAS,  Fine Host and all of its Subsidiaries have requested that the
Existing  Banks amend and restate in its entirety the Existing Loan Agreement in
the manner provided in the Loan Agreement; and

         WHEREAS,  it is a condition  precedent to the effectiveness of the Loan
Agreement  and to the  obligations  of the  Banks to make  Extensions  of Credit
provided for therein that Fine Host shall have entered into this Assignment;

         NOW, THEREFORE,  in consideration of the premises contained herein, and
to  induce  the Banks to amend and  restate  the  Existing  Loan  Agreement,  as
provided in the Loan  Agreement,  and to induce the Banks to make  Extensions of
Credit under the Loan Agreement,  and for other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  Fine Host agrees
as follows:

         1.  Assignment;  Certain  Rights of Fine Host.  To secure  further  the
Secured Obligations,  Fine Host hereby assigns, transfers, conveys and sets over
to the  Administrative  Agent, for the ratable benefit of the Banks, all of Fine
Host's estate, right, title and interest in, to and under all leases,  occupancy
agreements  and  guaranties  thereof,  whether  existing  on the date  hereof or
hereafter  entered into (including any extensions,  modifications  or amendments
thereto)  relating to the Property  (the  "Leases"),  together  with all rights,
powers, privileges,  options and other benefits of Fine Host as the lessor under
the Leases  regarding the current  tenants and any future  tenants,  and all the
rents,  issues,  royalties,  revenues,  profits,  and income from the  Mortgaged
Estate (collectively the "Rents"),  including without limitation, those now due,
past due or to become due.  Fine Host  irrevocably  appoints the  Administrative
Agent its true and lawful attorney-in-fact,  at the option of the Administrative
Agent at any time and from time to time,  upon the  occurrence  and  during  the
continuance  of an Event of  Default,  to take  possession  and  control  of the
Mortgaged Estate, pursuant to Fine Host's rights as lessor under the Leases, and
to  demand,  receive  and  enforce  payment,  to  give  receipts,  releases  and
satisfaction and to sue, in the name of Fine Host or the  Administrative  Agent,
for all Rents.

         Notwithstanding the foregoing,  however, so long as no Event of Default
has  occurred  and is  continuing,  Fine Host shall have a revocable  license to
possess and control the Mortgaged Estate and collect,  receive and use all Rents
for Fine Host's  benefit.  Upon the occurrence and during the continuance of any
Event of  Default,  such  license  shall be deemed  to have  been  automatically
revoked by the Administrative  Agent without  requirement of notice to Fine Host
or any further action on the part of the Administrative Agent.

         Upon the occurrence and during the continuance of any Event of Default,
the Administrative  Agent may, at any time without notice,  either in person, by
agent  or by a  court-appointed  receiver,  regardless  of the  adequacy  of the
Administrative  Agent's security,  enter upon and take possession and control of
the Mortgaged  Estate,  or any part thereof,  to perform all acts  necessary and
appropriate  to operate and maintain the  Mortgaged  Estate  including,  but not
limited to, execute, cancel or modify the Leases (subject to the rights of third
parties),  make repairs to the Mortgaged Estate,  execute or terminate contracts
providing for the management or maintenance of the Mortgaged  Estate (subject to
the rights of third  parties),  all on such terms as are deemed  best to protect
the security of this Assignment.  The Administrative Agent may also, at any time
without notice,  either in person,  by agent or by a  court-appointed  receiver,
regardless of the adequacy of the Administrative Agent's security and regardless
of whether  the  Administrative  Agent has taken  possession  and control of the
Mortgaged Estate, in the Administrative Agent's or Fine Host's name, demand, sue
for or otherwise  collect such Rents from the  Mortgaged  Estate as specified in
this Assignment as the same become due and payable,  including,  but not limited
to, Rents then due and unpaid.

        Upon the occurrence  and during the  continuance of an Event of Default,
all Rents  collected  shall  immediately be held by Fine Host as trustee for the
benefit of the Administrative  Agent only. Fine Host agrees that commencing upon
the  occurrence of such Event of Default,  each tenant of the  Mortgaged  Estate
shall make its Rent payable to and pay such Rent to the Administrative  Agent on
the Administrative Agent's written demand therefor, without any liability on the
part of said  tenant  to  inquire  further  as to the  existence  of an Event of
Default.

        All Rents collected subsequent to the occurrence of any Event of Default
shall be applied at the  discretion  of, and in such order as determined by, the
Administrative  Agent, to the costs, if any, of taking possession and control of
and managing the Mortgaged  Estate (if  applicable) and collecting such amounts,
including,  but not limited to,  reasonable  attorney's  fees,  receiver's fees,
premiums on receiver's bonds, costs of repairs to the Mortgaged Estate, premiums
on insurance  policies,  taxes,  assessments  and other charges on the Mortgaged
Estate, and the costs of discharging any obligation or liability of Fine Host as
lessor or landlord of the Mortgaged Estate and to the Secured  Obligations.  The
Administrative  Agent or the receiver shall have access to the books and records
used in the  operation  and  maintenance  of the  Mortgaged  Estate and shall be
liable to account only for those rents  actually  received.  The  Administrative
Agent shall not be liable to Fine Host,  anyone  claiming  under or through Fine
Host or anyone having an interest in the Mortgaged  Estate by reason of anything
done or left undone by the Administrative Agent hereunder, unless such liability
is  the  result  of the  Administrative  Agent's  gross  negligence  or  willful
misconduct.

        If the Rents are not  sufficient  to meet the costs,  if any,  of taking
possession  and control of and managing the Mortgaged  Estate and collecting the
same,  any funds  expended  by any of the Agents or the Banks for any and all of
such purposes shall become Secured Obligations.

        Any entering  upon and taking  possession  and control of the  Mortgaged
Estate by the Administrative  Agent or the receiver and any application of Rents
as provided  herein shall not waive any Event of Default or invalidate any other
right or remedy of the Administrative Agent.

        Fine  Host  hereby  represents  and  agrees  that it is and,  except  as
otherwise permitted by the Loan Agreement,  will be the sole owner of the entire
landlord's interest in all Leases, subject only to Permitted Encumbrances.

        2.  Certain Agreements of Fine Host. Fine Host hereby agrees as follows:

                (a) If any of the Leases provide for a security  deposit or last
        months rent amount  (hereinafter  referred to as the "Deposits") paid by
        the  tenant   thereunder,   this   Assignment   shall  transfer  to  the
        Administrative  Agent, for the ratable benefit of the Banks, all of Fine
        Host's right, title and interest in and to such Deposits; provided that,
        (i) Fine Host shall have the right to retain such Deposits so long as no
        Event of Default  shall have occurred and be  continuing;  (ii) all such
        Deposits shall be held in a deposit account at the Administrative  Agent
        and Fine Host hereby grants the  Administrative  Agent,  for the ratable
        benefit of the Banks,  a security  interest in such deposit  account and
        (iii)  notwithstanding  the  foregoing,  nothing herein shall impose any
        obligation on any of the Agents or the Banks to Fine Host or to any such
        tenant with respect to such Deposits;

                (b) Fine Host  shall  provide  semi-annually  beginning  six (6)
        months from the date hereof a current rent roll setting  forth the name,
        status,  term,  rental  amount,  deposit  and other  amounts  held,  tax
        escalation and like  obligations  of each tenant,  if any, and any other
        information  which  the  Administrative  Agent  may  from  time  to time
        reasonably request, certified by Fine Host to be true and complete.

                (c)  Fine  Host  shall  faithfully  perform  and  discharge  all
        obligations  of the  landlord  under the  Leases,  and shall give prompt
        written notice to the Administrative  Agent of any notice of Fine Host's
        default  received  from the tenant or any other person and shall furnish
        the Administrative  Agent with a complete copy of said notice. Fine Host
        shall appear in and defend, at no cost to the Administrative  Agent, any
        action or proceeding  arising under or in any manner  connected with the
        Leases.  If  requested  by the  Administrative  Agent,  Fine Host  shall
        enforce any Lease and all  remedies  available  to Fine Host against the
        tenant in the case of default under such Lease by the tenant thereunder;

     (d) Upon the request of the Administrative  Agent, Fine Host shall promptly
provide to the Administrative Agent a true and correct copy of all Leases;

                (e) In any and all leases  and  occupancy  arrangements  entered
        into by Fine Host after the date hereof, Fine Host agrees to impose upon
        all tenants the obligation to comply in all respects with the provisions
        of all Federal,  state and local  environmental  protection laws, rules,
        ordinances and  regulations,  and to indemnify Fine Host and Fine Host's
        successors  and  assigns,  and  save  them  harmless,  from  any and all
        liability,  costs and expenses  associated with non-compliance with such
        laws, rules, ordinances and regulations, subject to customary exceptions
        and qualifications; and

                (f)  Nothing   herein  shall  be  construed  to  constitute  the
        Administrative  Agent as a "mortgagee in  possession"  in the absence of
        its taking of actual  possession of the Mortgaged Estate pursuant to the
        powers granted  herein,  or to impose any liability or obligation on the
        Administrative  Agent under or with respect to the Leases.  Prior to the
        Administrative  Agent taking actual  possession of the Mortgaged Estate,
        Fine Host  shall  indemnify  and hold each of the  Agents  and the Banks
        harmless  from and against any and all  liabilities,  losses and damages
        (including  reasonable attorneys' fees and costs) that any of the Agents
        or the Banks may incur under the Leases or by reason of this Assignment,
        and of and from any and all claims and  demands  whatsoever  that may be
        asserted  against  the  Administrative  Agent by reason  of any  alleged
        obligations  to be performed or discharged by the  Administrative  Agent
        under the Leases or this Assignment (other than any liabilities, losses,
        damages,  claims and demands  resulting  from the wilful  misconduct  or
        gross  negligence  of any such  Agent or Bank).  Any Rent  collected  by
        Administrative  Agent may be applied by the Administrative  Agent in its
        discretion in satisfaction of any such liability,  loss, damage,  claim,
        demand, costs, expense or fees.

        3. Rights and Remedies of  Administrative  Agent. If an Event of Default
occurs, the  Administrative  Agent shall have the following rights and remedies,
all of which are  cumulative,  in  addition  to all other  rights  and  remedies
provided under the Loan Documents,  or any other agreement between Fine Host and
the  Administrative  Agent,  or  otherwise  available  at law or in equity or by
statute: (a) the Administrative Agent shall be deemed to be the creditor of each
tenant in respect  of any  assignments  for the  benefit  of  creditors  and any
bankruptcy, arrangement,  reorganization,  insolvency, dissolution, receivership
or other debtor-relief  proceedings  affecting the tenant (without obligation on
the part of the  Administrative  Agent,  however,  to file timely claims in such
proceedings  or  otherwise  pursue  creditor's  rights  therein);  and  (b)  the
Administrative Agent shall have the right to assign Fine Host's right, title and
interest under this Assignment in any of the Leases to any subsequent  holder or
holders of either or both of the Notes or any participating  interest therein or
to any  person  acquiring  title to the  Mortgaged  Estate  or any part  thereof
through  foreclosure or otherwise.  Any  subsequent  assignee shall have all the
rights and powers herein provided to the Administrative Agent.

        4. Additional  Security.  The  Administrative  Agent may take or release
other security for the Secured  Obligations,  may release any party primarily or
secondarily  liable  therefor and may apply any other security held by it to the
satisfaction  of Secured  Obligations,  without  prejudice  to any of its rights
under this Assignment.

     5.  Assignment;  Release.  The assignment  contained  herein and all rights
herein assigned to the Administrative  Agent shall cease and terminate as to all
Leases:  (a) upon the satisfaction of all Secured  Obligations;  or (b) upon the
release  of the  Mortgaged  Estate  subject  to such  Lease from the lien of the
Mortgage  covering  such  Mortgaged  Estate  pursuant to the  provisions  of the
Mortgage.
        It is  expressly  understood  that no  judgment  or  decree  that may be
entered on any debt secured or intended to be secured by this  Assignment  shall
operate to abrogate or lessen the effect of this  Assignment,  but that the same
shall  continue in full force and effect as herein  provided.  The provisions of
this  Assignment  shall also remain in full force and effect during the pendency
of any proceedings for the foreclosure  and/or sale of the Mortgaged  Estate, or
any part  thereof,  both  before and after  sale,  until the  issuance of a deed
pursuant to a decree of foreclosure and/or sale, unless all Secured  Obligations
are fully satisfied pursuant to paragraph (a) of this section.

        6. Effect on Rights  Under Other  Documents.  Nothing  contained in this
Assignment  and no act done or omitted by the  Administrative  Agent pursuant to
the powers and rights granted it hereunder  shall prejudice or be deemed to be a
waiver by the  Administrative  Agent of its rights and  remedies  under the Loan
Documents.  The  right  of the  Administrative  Agent  to  collect  the  Secured
Obligations  and to  enforce  any  other  security  therefor  held  by it may be
exercised by the Administrative  Agent either prior to,  simultaneously with, or
subsequent to any action taken by it hereunder.  This  Assignment is intended to
be  supplementary  to  and  not in  substitution  for  or in  derogation  of any
assignment of rents contained in the Mortgage or in any other document.

        7. Further Assurances.  Fine Host hereby agrees that it shall,  whenever
and as  often as it shall be  requested  to do so by the  Administrative  Agent,
execute,  acknowledge and deliver,  or cause to be executed,  acknowledged,  and
delivered, any and all such further conveyances,  approvals, consents, memoranda
of the subject matter hereof,  duplicate originals hereof, and any and all other
documents and to do any and all other acts as may be necessary or appropriate to
carry out the terms of this Assignment.  This Assignment or a memorandum  hereof
may be recorded by the Administrative Agent at any time.

        8. No Waiver. A waiver by the Administrative  Agent of any of its rights
hereunder  or under  the  Leases  or of a  breach  of any of the  covenants  and
agreements  contained herein to be performed by Fine Host shall not be construed
as a waiver  of such  rights in any  succeeding  instance  or of any  succeeding
breach of the same or other covenants, agreements, restrictions or conditions.

        9.  Marshalling.  Notwithstanding  the  existence of any other  security
interest  in the  Mortgaged  Estate held by the  Administrative  Agent or by any
other party,  the  Administrative  Agent shall have the right to  determine  the
order  in  which  any of the  Mortgaged  Estate  or any  part  thereof  shall be
subjected to the remedies provided herein. The  Administrative  Agent shall have
the right to  determine  the order in which any or all  portions  of the Secured
Obligations  are satisfied  from the proceeds  realized upon the exercise of the
remedies provided herein.  Fine Host and any party who now or hereafter acquires
a  security  interest  in any of the  Mortgaged  Estate  and who has  actual  or
constructive  notice hereof hereby waives,  to the extent  permitted by law, any
and all right to  require  the  marshalling  of assets  in  connection  with the
exercise of any of the remedies permitted by applicable law or provided herein.

     10.  Notices.  All  notices,  demands,  requests,  consents,  approvals  or
communications  required under this Assignment  shall be in writing and shall be
deemed  to have  been  properly  given if sent in  accordance  with  the  notice
provisions contained in the Mortgage.

        11. Governing Laws;  Severability.  This Assignment shall be governed by
and construed under the laws of the Commonwealth of Kentucky. In case any of the
provisions of this Assignment  shall at any time be held by a court of competent
jurisdiction  to be illegal,  invalid,  or  unenforceable  for any reason,  such
illegality,  invalidity  or  unenforceability  shall not  affect  the  remaining
provisions  of this  Assignment,  and this  Assignment  shall be  construed  and
enforced as if all such illegal,  invalid or unenforceable  provisions had never
been inserted herein.

     12.  Conflicting  Provisions.  In the  event of any  conflict  between  the
provisions of this Assignment and those of the other Loan  Documents,  the other
Loan Documents shall govern.

         IN WITNESS  WHEREOF,  Fine Host has executed this Assignment under seal
on the date first above written.

              FINE HOST CORPORATION


            By: ________________________________________
                 Name:
                 Title:
                        Its duly authorized officer


<PAGE>



STATE OF ______________________

COUNTY OF ____________________

        The foregoing  instrument was acknowledged before me on this ____ day of
July, 1997, by ___________________________________,  as ____________________, of
FINE  HOST  CORPORATION,  a  Delaware  corporation,  for and on  behalf  of said
corporation, pursuant to duly authorized resolution.


         ----------------------------------
         Notary Public

         ----------------------------------
         Print Name of Notary
         My Commission Expires:
         [AFFIX NOTARIAL SEAL]


This instrument prepared by and after recording return to:


---------------------------------
Sharon S. Elliston, Esq.
Ziegler & Schneider, P.S.C.
7300 Turfway Road, Suite 505
Florence, KY  41042


<PAGE>



                                    EXHIBIT A

                              Property Description



<PAGE>
                                                                      EXHIBIT O

                        [FORM OF BORROWING CERTIFICATE]
                              BORROWING CERTIFICATE

         Pursuant to the provisions of subsection  4.1(l) of that certain Fourth
Amended and Restated  Loan  Agreement,  dated of even date herewith (as the same
may be hereafter further amended, modified,  supplemented,  extended or restated
from time to time, the "Loan Agreement") by and among Fine Host  Corporation,  a
Delaware   corporation,   and  all  of  its  Subsidiaries   (collectively,   the
"Borrowers"), BankBoston, N.A. as Administrative Agent, USTrust as Documentation
Agent, and certain banks and financial  institutions  which are or may hereafter
be parties  thereto from time to time,  the  undersigned  hereby  certifies,  on
behalf of the Borrowers, as follows:

                  1. The  representation  and  warranties  of the  Borrowers set
         forth in the Loan  Agreement  and each of the other Loan  Documents  or
         which are contained in any certificate,  document or financial or other
         statement  furnished  pursuant  to  or  in  connection  with  the  Loan
         Agreement or any other Loan  Document are true and correct on and as of
         the date  hereof  with the same  effect as if made on the date  hereof,
         except for representations and warranties expressly stated to relate to
         a  specific  earlier  date,  in which  case  such  representations  and
         warranties are true and correct as of such earlier date;

                  2.  No  Default  or  Event  of  Default  has  occurred  and is
         continuing  as of the date hereof or will occur after giving  effect to
         the  making of the  Loans and the  issuance  of the  Letters  of Credit
         requested  to  be  made  and/or  issued  on  the  date  hereof  or  the
         consummation  of  each of the  transactions  contemplated  by the  Loan
         Documents; and

                  3. There are no liquidation or dissolution proceedings pending
         or to  the  undersigned's  knowledge  threatened  against  any  of  the
         Borrowers,  nor has any other event  occurred  affecting or threatening
         the legal existence of any of the Borrowers.

         All  capitalized  terms not  defined  herein  but  defined  in the Loan
Agreement shall have the meanings given to such terms in the Loan Agreement.


<PAGE>



         IN WITNESS WHEREOF,  the undersigned has executed this instrument under
its seal as of this ___ day of July, 1997.

   FINE HOST CORPORATION, AS BORROWER AGENT AS PROVIDED ON THE LOAN AGREEMENT


           By:____________________________________
                 Name:
                 Title:
                      Its duly authorized officer

<PAGE>
                                                                 EXHIBIT P 


                                                    
October 27, 1997




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

Re:     Fine Host Corporation --
        $175,000,000 5% Convertible Subordinated Notes
        due 2004 (the "Notes")

Ladies and Gentlemen:

We have acted as counsel for Fine Host Corporation,  a Delaware corporation (the
"Company"),  in  connection  with the sale by the  Company  and the  purchase by
Donaldson,  Lufkin & Jenrette  Securities  Corporation,  NationsBanc  Montgomery
Securities,  Inc., Smith Barney Inc. and Piper Jaffray Inc.  (collectively,  the
"Initial  Purchasers")  of the Notes pursuant to the Purchase  Agreement,  dated
October 21, 1997, by and among the Company and the Initial Purchasers.

The opinions set forth below are being rendered  pursuant to Section 9(e) of the
Purchase  Agreement.  Capitalized  terms used herein and not defined herein have
the respective meanings ascribed to such terms in the Purchase Agreement.

In such  capacity,  we  have  participated  in the  preparation  of an  Offering
Memorandum,  dated October 21, 1997 (the "Offering  Memorandum").  In connection
with the  opinions  expressed  below,  we have  examined  originals  or  copies,
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
(collectively, the "Transaction Documents"): (a) the Purchase Agreement, (b) the
Indenture, dated as of October 27, 1997, by and between the Company and The Bank
of  New  York,  as  Trustee  (the  "Indenture"),  (c)  the  Registration  Rights
Agreement,  dated as of  October  27,  1997,  by and among the  Company  and the
Initial  Purchasers (the  IlRegistration  Rights Agreement") and (d) the form of
the Notes.

     In addition,  we have examined originals or copies,  certified or otherwise
identified to our  satisfaction,  of the certificate of  incorporation  and
by-laws of the Company and each of the Significant  Subsidiaries  and such other
instruments,  documents and certificates of public officials and certificates of
officers of the Company as we have deemed  relevant and necessary as a basis for
the opinions hereinafter set forth. In all such examinations we have assumed the
genuineness of all  signatures on original or certified or otherwise  identified
documents and the  conformity  to original or certified or otherwise  identified
documents of all copies submitted to us as conformed or photostatic copies. 

Our  opinion  is  limited  to the laws of the  State of New  York,  the  General
Corporation Law of the State of Delaware and Federal law.

Based upon the foregoing, and subject to the qualifications set forth herein, we
are of the opinion 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;




<PAGE>




     (v) The Purchase 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 we 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 the
Purchase  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 we 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 we express no opinion;




<PAGE>




          (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  the  Purchase
  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




<PAGE>



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 our  knowledge,  neither  the  Company  nor any of its
Significant Subsidiaries is in violation of its respective charter or by-laws;

          (xiii) We do 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 our 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 the Purchase  Agreement or in connection with the Exempt Resales
to qualify the Indenture under the TIA;





<PAGE>


        (xvii) No registration  under the Act of the Notes is required for the
sale of the Notes to the Initial  Purchasers  as  contemplated  by the  Purchase
Agreement or for the Exempt Resales assuming that W each Initial  Purchaser is a
QIB, an Accredited  Institution  or a Regulation S Purchaser,  (ii) the accuracy
of,  and the  compliance  with,  the  Initial  Purchasers'  representations  and
agreements  contained  in  Section  7  of  the  Purchase  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),  (kk)  and  (11) of the  Purchase  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,  we 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 Offering  Memorandum  and any  amendment  thereof or  supplement
thereto and related matters were discussed and,  although we have not undertaken
to investigate  or verify  independently,  and do not assume any  responsibility
for, the accuracy,  completeness or fairness of the statements  contained in the
Offering Memorandum or any amendment thereof or supplement thereto, on the basis
of the  foregoing  (relying  as to  materiality  to the  extent  we have  deemed
appropriate  upon the  opinions of  officers  and other  representatives  of the
Company),  no facts have come to our attentionthat would lead us 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 we express no belief or
opinion  with  respect  to the  financial  statements  and  schedules  and other
financial or statistical data included therein).

In rendering the opinions set forth in this letter, we have relied as to matters
of  fact  on  certificates  of  officers  of the  Company  and  of  governmental
officials.




<PAGE>



The Bank of New York may rely on opinions in paragraphs (i), (ii), (vi),  (vii),
 (ix),  (x),  (xi)  and  (xvi)  as if such  opinions  were  addressed  to  them.
 Notwithstanding  the foregoing,  this letter and the opinions  expressed herein
 are being furnished  solely for your  information and may not be relied upon by
 any other person without our prior written consent.

Very truly yours,

/S/ Willkie Farr & Gallagher