FIRST AMENDMENT TO
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

         This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this
"First Amendment") is entered into as of this 9th day of May, 1997, by and among
(a) Fine Host Corporation,  a Delaware  corporation (the  "Borrower"),  (b) Fine
Host Services Corporation, a Delaware corporation,  which is a Subsidiary of the
Borrower  ("Fine  Host  Services"),  (c) Fine Host of Vermont,  Inc.,  a Vermont
corporation, which is a Subsidiary of the Borrower ("Fine Host of Vermont"), (d)
Fanfare, Inc., a Massachusetts corporation which is a Subsidiary of the Borrower
("Fanfare"),  (e)  Global  Fanfare,  Inc.,  an Indiana  corporation,  which is a
Subsidiary  of the  Borrower  ("Global  Fanfare"),  (f) Fine Host  International
Corporation,  a Delaware  corporation,  which is a  Subsidiary  of the  Borrower
("Fine  Host  International"),  (g)  Creative  Food  Management,  Inc.,  an Ohio
corporation (f/k/a VGE Acquisition Corp.), which is a Subsidiary of the Borrower
("CFM"),  (h) Northwest  Food Service,  Inc., an Idaho  corporation,  which is a
Subsidiary  of the  Borrower  ("Northwest"),  (i)  Tarrant  County  Concessions,
L.L.C., a Texas limited liability company, which is a Subsidiary of the Borrower
("Tarrant County"), (j) Sun West Services, Inc., a New Mexico corporation, which
is a Subsidiary of the Borrower  ("SWSI"),  (k) USTrust,  a Massachusetts  trust
company,  for itself  (hereinafter  referred to as "UST" when acting for itself)
and as Agent for the Banks (as defined below)(hereinafter referred to as "Agent"
when acting as Agent for the Banks), (l) The Sumitomo Bank,  Limited, a Japanese
bank  ("Sumitomo"),  (m) State Street Bank and Trust  Company,  a  Massachusetts
trust  company  ("SSB"),  (n) Bank of Boston  Connecticut,  a  Connecticut  bank
("BBC"),  (o) Mellon Bank, N.A., a national banking  association  ("Mellon") and
(p) The Bank of New York, a New York bank ("BNY")(UST for itself, Sumitomo, SSB,
BBC, Mellon and BNY, together with their successors and assigns, are hereinafter
sometimes referred to collectively as the "Banks" and each singly as a "Bank").

         As used herein,  the term "Loan  Agreement"  means that  certain  Third
Amended  and  Restated  Loan  Agreement,  dated as of June 25, 1996 by and among
Borrower,  certain  Subsidiaries  of the  Borrower,  the  Banks  and the  Agent,
pursuant  to which,  among other  things,  the Banks have made or agreed to make
certain  Loans to the Borrower.  All  capitalized  terms not defined  herein but
defined in the Loan Agreement shall have the meanings given to such terms in the
Loan Agreement.

Preliminary Statements:

         A. Since the  Closing  Date of the Loan  Agreement,  the  Borrower  has
acquired  all of the  issued  and  outstanding  shares of  capital  stock of the
following  corporations  (said  corporations,  together  with any and all  other
corporations  which are  wholly-owned  subsidiaries  of said  corporations,  are
hereinafter  sometimes  referred to collectively as the "New  Subsidiaries"  and
each singly as a "New Subsidiary"):  (i) Ideal Management Services,  Inc., a New
York corporation;  (ii) HCS Management Corp., a North Carolina  corporation (now
known as PCS Holding Corp.); (iii) Republic Management Corp. of

                                       -1-

<PAGE>



     Massachusetts,  a Massachusetts corporation; (iv) Service Dynamics Corp., a
New  Jersey  corporation;  and (v)  Versatile  Holding  Corporation,  a Delaware
corporation; and

          B. In  accordance  with  the  provisions  of  Section  7.4 of the Loan
Agreement, the Designated Banks pre-approved the Borrower's acquisitions of each
of the New Subsidiaries  subject to the condition that, among other things, each
of the New Subsidiaries become a Guarantor; and

          C. On February 11, 1997, the Borrower completed a second  underwritten
public  offering of certain shares of its common stock (the "Second  Offering"),
and used proceeds  therefrom to pay, among other things,  the then entire unpaid
principal balances, together with all accrued but unpaid interest and other sums
outstanding under each of the Guidance Loans; and

         D. The Borrower and each of the Subsidiaries now request that the Banks
(i) renew the Guidance Line of Credit  Commitment to make Guidance  Loans to the
Borrower,  in the same pro rata amounts as originally  available to the Borrower
as of the  Closing  Date of the Loan  Agreement,  and subject to all of the same
terms and conditions  contained  therein;  and (ii) extend the date by which the
New Subsidiaries must become Guarantors to June 30, 1997; and

         E.  As a  condition  to  (i)  renewing  the  Guidance  Line  of  Credit
Commitment and (ii) extending the date by which the New Subsidiaries must become
Guarantors, all as so requested by the Borrower and its Subsidiaries,  the Banks
have requested  that all of the parties  hereto enter into this First  Amendment
which, among other things, further amends the Loan Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, all of the parties hereto agree as
follows:

         1.       Definitions.  All capitalized terms not defined herein but
defined in the Loan Agreement shall have the meanings given to such terms in
the Loan Agreement.

         2.  Renewal of  Commitments.  Subject to the terms and  conditions  set
forth herein,  the Banks hereby renew the Guidance Line of Credit  Commitment to
make Guidance Loans to the Borrower,  in the same pro rata amounts as originally
available  to the  Borrower as of the Closing  Date of the Loan  Agreement,  and
subject to all of the same terms and  conditions  contained  therein  and in the
other Loan Documents. Without limiting the generality of Section 7.1 hereof, the
Working  Capital  Commitment  and the Letter of Credit  Line shall  continue  to
remain in full force and effect, in accordance with the terms and conditions set
forth in the Loan Agreement, as amended hereby.



                                       -2-

<PAGE>



         3.       Amendments To Loan Agreement.

                  3.1  Amendment  to  Subsection  1.1.  Section  1.1 of the Loan
         Agreement  is amended by deleting  the  definition  of  "Guidance  Line
         Conversion Dates" contained therein and inserting in lieu thereof,  the
         following:

                           "'Guidance Line Conversion  Dates' means and includes
                  any and all of the following dates: (a) December 31, 1998, (b)
                  April 30,  1999,  and (c) any date after  February 11, 1997 on
                  which  the  aggregate  outstanding  principal  amount  of  all
                  Unconverted  Guidance  Loans  is  Twenty  Million  and  00/100
                  Dollars ($20,000,000.00) or more."

                  3.2 Amendment to Subsection 5.28. The first sentence of clause
         (e) of  Subsection  5.28 of the Loan  Agreement  is hereby  amended and
         restated in its entirety as follows:

                  "The total authorized capital stock of Global Fanfare consists
                  of One Thousand  (1,000)  shares of common stock,  without par
                  value,  of which Five Hundred (500) shares are validly  issued
                  and outstanding, all of which are owned by the Borrower."

                  3.3      Amendment to Subsection 6.1.4.  Subsection 6.1.4 of
                  the Loan Agreement is hereby amended and restated in its
                  entirety as follows:

                           "6.1.4  Minimum Net Worth.  Maintain at all times (to
                  be tested  as of the last day of each  fiscal  quarter  of the
                  Borrower)  during the periods set forth below, for each fiscal
                  quarter  of the  Borrower,  a  minimum  Net Worth as set forth
                  below.

                           Quarters Ending           Net Worth

                           March 26, 1997            $ 96,700,000
                           June 25, 1997             $ 97,400,000
                           September 24, 1997        $ 99,950,000
                           December 31, 1997         $101,500,000
                           April 1, 1998             $102,400,000
                           July 1, 1998              $103,300,000
                           September 30, 1998        $106,550,000
                           December 30, 1998         $108,300,000
                           March 31, 1999            $109,400,000."

     4.  Acquisitions.  The  Banks  hereby  extend  the  date by  which  the New
Subsidiaries must become Guarantors to June 30, 1997; provided, however, that by
such date,  the Agent must receive all of the following  agreements,  documents,
certificates and -3-
<PAGE>



opinions,  all in form and substance satisfactory to the Agent and duly executed
and delivered by all of the parties thereto:  (a) an Amendment to Loan Agreement
to add each New  Subsidiary as a party thereto;  (b) an Unlimited  Guaranty from
each  New  Subsidiary,  in  favor  of the  Banks,  pursuant  to  which  each New
Subsidiary  guarantees all of the Liabilities;  (c) a Security Agreement between
each New Subsidiary and the Agent,  pursuant to which each New Subsidiary grants
to the Agent for the  benefit of the Banks a first  priority  security  interest
(subject to Liens permitted  under  subsection 7.1 of the Loan Agreement) in all
of the assets of such New  Subsidiary,  together  with any and all UCC financing
statements  which the Agent deems  necessary and appropriate in order to perfect
its security  interests in such assets;  (c) an  Assignment of  Receivables  and
Proceeds from each New Subsidiary in favor of the Agent,  pursuant to which each
New  Subsidiary  assigns  to the Agent  for the  benefit  of the  Banks  certain
receivables  and proceeds of such New Subsidiary as additional  security for all
Liabilities; (d) a Pledge Agreement between the Borrower and the Agent, pursuant
to which,  among other things,  the Borrower grants,  pledges and assigns to the
Agent for the benefit of the Banks a first priority  security interest in all of
the issued and outstanding  shares of capital stock of each New Subsidiary;  (e)
Subordination  Agreements from such creditors of each New Subsidiary  (including
without limitation,  the Borrower), as the Agent deems necessary or appropriate;
(f) a certificate of the Secretary of each of the Borrower, its Subsidiaries and
each New Subsidiary with respect to resolutions of the Board of Directors of the
Borrower, its Subsidiaries and each New Subsidiary authorizing the execution and
delivery of the foregoing documents and identifying the officer(s) authorized to
execute,  deliver and take all other actions required under such documents,  and
providing   specimen   signatures  of  such  officers;   (g)   certificates   of
incorporation  and  by-laws  for  each New  Subsidiary  and all  amendments  and
supplements  thereto;  (h)  certificates  of legal  existence and corporate good
standing  for the  Borrower,  its  Subsidiaries  and  each New  Subsidiary;  (i)
certificates  of foreign  qualification  for each New  Subsidiary;  (j) opinions
addressed  to the Banks and the Agent  from each of  Willkie  Farr &  Gallagher,
counsel to the Borrower,  and Ellen Keats, General Counsel for the Borrower; (k)
such other documents,  instruments,  opinions and certificates and completion of
such other matters,  as the Agent may reasonably  deem necessary or appropriate.
In  addition,  the  Borrower  shall  have  paid all  fees,  costs  and  expenses
(including,  without  limitation,   reasonable  attorneys'  fees  and  expenses)
incurred or paid by the Agent and the Banks in connection with the  preparation,
negotiation and interpretation of the documents referred to in this Section 4.

         5.  Representations  and  Warranties.  The  Borrower  and  each  of the
Subsidiaries  that is a party  hereto  acknowledge  and confirm  that all of the
representations  and warranties of the Borrower and the  Subsidiaries  in all of
the Loan  Documents  are and remain  true,  correct and  complete as of the date
hereof as if made as of the date hereof (except as the same may expressly relate
to an earlier date, and except as the same may relate or apply to any of the New
Subsidiaries).  The Borrower and each of the Subsidiaries that is a party hereto
represent and warrant to the Banks that if, effective as of the date hereof, the
New  Subsidiaries  were to be parties to the Loan  Agreement  and the other Loan
Documents to which all of the other Subsidiaries are parties,  there would be no
breach by the New  Subsidiaries of any of their  representations  and warranties
contained therein which would

                                       -4-

<PAGE>



have a  material  and  adverse  effect  on the  Borrower  and  the  Subsidiaries
(including the New  Subsidiaries),  when taken as a whole, and there would be no
events,  circumstances or conditions (financial or otherwise) relating to any of
the New Subsidiaries, which would materially and adversely impair the ability of
each of the New  Subsidiaries  to  perform or  observe  all of their  respective
obligations thereunder, in accordance with the terms thereof.

         6. No Events of Default. The Borrower and each of the Subsidiaries that
is a party hereto represent and warrant to the Banks that no Event of Default or
default has occurred and is now continuing under any of the Loan Documents,  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 an
Event of Default or a default under any of the Loan Documents.

     7.  Conditions  Precedent.  The  obligations  of the  Banks  and the  Agent
hereunder are subject to the  satisfaction  of each of the following  conditions
precedent which shall be in form, scope and substance  satisfactory to the Agent
and its counsel:
                  (a)      First Amendment.  The Agent shall have received this
               First Amendment, as executed by duly authorized officers of the
               Borrower and each of its Subsidiaries which is a party hereto;

                  (b)      Reaffirmations of Limited Guaranties.  The Agent
               shall have received Reaffirmations of Limited Guaranties,
               executed by duly authorized officers or agents of the Limited
               Guarantors in favor of the Banks;

                  (c) Evidence of  Authority  of the Borrower and  Subsidiaries.
         The Agent shall have received  certified copies of all corporate action
         (in form and substance  reasonably  satisfactory to the Agent) taken by
         the Borrower and the Subsidiaries to authorize the execution,  delivery
         and performance of this First Amendment;

                  (d)      Opinion Letters.  The Agent shall have received
          opinion letters from Willkie Farr & Gallagher, counsel to the
          Borrower, and Ellen Keats, General Counsel for the Borrower; and

                  (e)      Other.  The Borrower and the Subsidiaries shall have
          delivered to the Agent such other documents as the Agent or its
          counsel may reasonably require.

         8.       Ratification of Loan Documents.

     8.1 Ratification by Borrower. Subject to the amendments expressly set forth
herein,  the  Borrower  hereby  ratifies  and  reaffirms  all of the  terms  and
provisions  of the Loan  Documents  to which it is a party or by which it or its
property is bound, and hereby expressly acknowledges and confirms that the terms
and provisions of each thereof,  as amended hereby,  shall and do remain in full
force and effect. Without
                                       -5-

<PAGE>



         limiting  the  generality  of  the  foregoing,   the  Borrower   hereby
         acknowledges  and agrees  that each of the  Guidance  Notes has, at all
         times,  been  and  continues  to  remain  in  full  force  and  effect,
         notwithstanding  that on or about  February 11, 1997, the Borrower paid
         the then entire unpaid principal balance, together with all accrued but
         unpaid interest and other sums  outstanding  under each of the Guidance
         Loans from the proceeds from the Second Offering.

                  8.2 Ratification by  Subsidiaries;  Reaffirmation of Unlimited
         Guaranties.  Subject to the amendments expressly set forth herein, each
         of  the  Subsidiaries  that  is a  party  hereto  hereby  ratifies  and
         reaffirms  all of the terms and  provisions  of the Loan  Documents  to
         which it is a party or by which it or its property is bound, and hereby
         expressly  acknowledges  and confirms that the terms and  provisions of
         each thereof, as amended hereby,  shall and do remain in full force and
         effect.  Without  limiting the generality of the  foregoing,  each such
         Subsidiary hereby expressly (a) ratifies and reaffirms all of the terms
         and  provisions of its Unlimited  Guaranties (as defined and identified
         in Section 3.1(c) of the Loan  Agreement),  (b)  acknowledges  that the
         term  "Liabilities," as defined in its Unlimited  Guaranties,  includes
         the Banks'  Commitments to make Loans to the Borrower,  in the same pro
         rata amounts as originally available as of the Closing Date of the Loan
         Agreement,   all  as  provided  in  this  First   Amendment,   and  (c)
         acknowledges  and  confirms  that  the  terms  and  provisions  of  its
         Unlimited Guaranties shall and do remain in full force and effect.

         9.       Miscellaneous

                  9.1 No Other Amendments;  No Waiver. Except for the amendments
         expressly  set forth  hereinabove,  nothing  contained  herein shall be
         construed  to  modify,  amend or  otherwise  alter  any of the terms or
         provisions of any of the Loan Documents; nothing contained herein shall
         constitute  a waiver of or bar to any rights or remedies  available  to
         the Agent or any of the  Banks,  or a waiver  of any  Event of  Default
         under the Loan  Documents on any occasion,  other than as expressly set
         forth  hereinabove;  and nothing  contained  herein shall constitute an
         agreement by any of the Banks or obligate any of the Banks or the Agent
         to take or refrain from taking any action.

                  9.2  Execution;  Counterparts.  This  First  Amendment  may be
         executed in any number of  counterparts,  each of which shall be deemed
         to be an original as against any party whose signature  appears hereon,
         and all of which shall together constitute one and the same instrument.
         This First Amendment shall become binding when one or more counterparts
         hereof,  individually or taken  together,  shall bear the signatures of
         all of the parties reflected hereon as the signatories.

                  9.3  Successors  and Assigns.  This First  Amendment  shall be
         binding upon and inure to the benefit of the parties hereto,  and their
         respective representatives, successors and assigns.

                                       -6-

<PAGE>




                  9.4  Governing  Law.  This First  Amendment  and all questions
         relating to its validity,  interpretation,  performance and enforcement
         shall be governed by and construed in  accordance  with the laws of The
         Commonwealth  of  Massachusetts,  notwithstanding  any  conflict-of-law
         provisions to the contrary.

         IN WITNESS  WHEREOF,  this First Amendment 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.

USTRUST AS LENDER AND AGENT               THE SUMITOMO BANK, LIMITED


By: /s/ Michael D. O'Neill                By: /s/ William N. Paty
Title: Senior Vice President              Title: Vice President & Manager

                                          By: /s/ James Drum
                                          Title:Vice President, New York Office

STATE STREET BANK AND TRUST               BANK OF BOSTON CONNECTICUT
COMPANY


By: /s/ William Zola                      By: /s/ W. Lincoln Schoff, Jr.
Title: Vice President                     Title: Director


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


By:  /s/ Frank P. Mohazzi                 By: /s/ Joseph J. Markey
Title:  Vice President                    Title:  Vice President


FINE HOST CORPORATION                     FINE HOST SERVICES CORPORATION


By: /s/ Nelson A. Barber                  By: /s/ Nelson A. Barber
Title:  Treasurer                         Title:  Senior Vice President



                                                        -7-

<PAGE>



FINE HOST OF VERMONT, INC.                     FANFARE, INC.


By: /s/ Nelson A. Barber                    By: /s/ Nelson A. Barber
Title:  Senior Vice President               Title:  Treasurer

GLOBAL FANFARE, INC.                         FINE HOST INTERNATIONAL
                                              CORPORATION


By: /s/ Nelson A. Barber                    By: /s/ Nelson A. Barber
Title:  Treasurer                           Title:   Treasurer


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


By: /s/ Nelson A. Barber                    By:  /s/ Nelson A. Barber 
Title:  Senior Vice President               Title:   Treasurer


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


By: /s/ Todd M. Avila                       By:  /s/ Nelson A. Barber
Title:   Treasurer                          Title:   Treasurer




                                      -8-

<PAGE>



               REAFFIRMATION AND CONFIRMATION OF LIMITED GUARANTY
                                       OF
                     FINE HOST/R&N/A CUP ABOVE JOINT VENTURE

         The undersigned  Limited Guarantor hereby (a) consents to the terms and
provisions of the foregoing  First  Amendment,  (b) ratifies and reaffirms as of
the date  hereof all of the terms and  provisions  of its Limited  Guaranty  (as
defined in the Loan Agreement), (c) acknowledges that the term "Liabilities" (as
defined in its Limited Guaranty),  includes the Banks' Commitments to make Loans
to the Borrower,  in the same pro rata amounts as originally available as of the
Closing  Date of the Loan  Agreement,  all as  provided in the  foregoing  First
Amendment,  and (d)  acknowledges  and confirms that the terms and provisions of
its Limited Guaranty shall and do remain in full force and effect.

Date:  As of May 9, 1997     FINE HOST/R&N/A CUP ABOVE JOINT
                             VENTURE

                             By:    Fine Host Corporation, as Joint Venturer
                                    of aforesaid Joint Venture


                                    By: /s/ Nelson A. Barber
                                         Name:  Nelson A. Barber
                                         Title: Senior Vice President
                           Its duly authorized officer

                             By:    Ronald O. Rogers and Tyrone Nabbie
                                    (d/b/a R&N Management Services), as
                                    Joint Venturers of aforesaid Joint Venture


                                    By: /s/ Tyrone W. Nabbie
                                         Tyrone W. Nabbie


                                    By: /s/ Ronald O. Rogers
                                         Ronald O. Rogers

                             By:    Ellen Korbin (d/b/a A Cup Above), as
                                    Joint Venturer of aforesaid Joint Venture


                                    By:  /s/ Ellen L. Korbin
                                         Ellen L. Korbin


                                       -9-

<PAGE>


               REAFFIRMATION AND CONFIRMATION OF LIMITED GUARANTY
                                       OF
                 FINE HOST/S. BROOKS & ASSOCIATES JOINT VENTURE

         The undersigned  Limited Guarantor hereby (a) consents to the terms and
provisions of the foregoing  First  Amendment,  (b) ratifies and reaffirms as of
the date  hereof all of the terms and  provisions  of its Limited  Guaranty  (as
defined in the Loan Agreement), (c) acknowledges that the term "Liabilities" (as
defined in its Limited Guaranty), includes the Banks' Commitments to continue to
make Loans to the Borrower, in the same pro rata amounts as originally available
as of the Closing Date of the Loan  Agreement,  all as provided in the foregoing
First Amendment, and (d) acknowledges and confirms that the terms and provisions
of its Limited Guaranty shall and do remain in full force and effect.

Date:  As of May 9, 1997

               FINE HOST/S. BROOKS & ASSOCIATES
               JOINT VENTURE

               By:    Fine Host Corporation, as Joint Venturer of
                      aforesaid Joint Venture


                      By: /s/ Nelson A. Barber
                           Name:  Nelson A. Barber
                           Title: Senior Vice President
                                 Its duly authorized officer

               By:    S. Brooks & Associates, Inc., as Joint Venturer
                      of aforesaid Joint Venture


                      By: /s/ Margaret Brooks
                           Name:  Margaret Brooks
                          









                                      -10-

<PAGE>