HOST AMERICA CORP, SB-2, 1998-04-22

HOST AMERICA CORP
SB-2, 1998-04-22
EATING PLACES

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As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-
- -------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM SB-2

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

HOST AMERICA CORPORATION
(Exact name of registrant as specified in charter)

Delaware 06-1168423 5812
- ------------------------ ------------------ -------------------------
(State or other juris- (IRS Employer (Primary Standard
diction of Incorporation Identification No.) Industrial Classification
or organization) Code Number)

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________________________________________

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________________________________

COPIES OF ALL COMMUNICATIONS TO:
--------------------------------

John B. Wills, Esq. David A. Carter, P.A.
410 Seventeenth Street 2300 Glades Road, Suite 210 West Tower
Suite 1940 Boca Raton, Florida 33431
Denver, Colorado 80202 (561) 750-6999
(303) 628-0747 (561) 367-0960 FAX
(303) 592-1846 FAX

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER EFFECTIVE DATE

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box: [X]

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a) may determine.

<PAGE>

CALCULATION OF REGISTRATION FEE

- ------------------------------------------------------------------------------
Proposed
Title of Each Maximum Proposed
Class of Amount Offering Maximum Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------

Common Stock, 1,380,000(2)
No Par Value Shares $5.00 $ 6,900,000 $ 2,035.50

Warrants to Purchase
Shares of Common Stock, 1,380,000(3)
No Par Value Warrants $.125 172,500 50.89

Common Stock, No
Par Value, Underlying
Warrants to Purchase 1,380,000
Common Stock(4) Shares $5.00 6,600,000 1,947.00

Underwriter's
Common Stock Purchase 120,000
Warrants Warrants nil 10 nil

Common Stock Underlying 120,000
Underwriter's Warrants(4) Shares $7.50 900,000 265.50

Underwriter's Warrant 120,000
to Purchase Warrants(4) Warrants 0 0 0.00

Warrants Underlying
Underwriter's Warrant 120,000
to Purchase Warrants Warrants $.1875 22,500 6.64

Common Stock Underlying
Underwriter's Warrant 120,000
to Purchase Warrants(4) Shares $7.50 900,000 265.50
----------- ----------

TOTALS: $15,495,010 $ 4,571.03
=========== ==========

- ------------------------------------------------------------------------------

(1) Estimated solely for calculation of the amount of the registration fee
calculated pursuant to Rule 457.

(2) Includes 180,000 shares to cover over-allotments, if any, 24,000 of
which are shares owned by certain Officers and Directors which are
being registered hereby for resale.

(3) Includes 180,000 Warrants to cover over-allotments, if any.

(4) Pursuant to Rule 416, there are also being registered such additional
shares as may become issuable pursuant to the anti-dilution provisions
of the Warrants.

The Exhibit Index appears on page II-4 of the sequentially numbered
pages of this Registration Statement. This Registration Statement,
including exhibits contains 267 pages.

<PAGE>

CROSS REFERENCE SHEET

ITEM NO. SECTIONS IN PROSPECTUS
- -------- ------------------------------

1 Front of the Registration Statement
and Outside Front Cover of
Prospectus . . . . . . . . . . . . . . . . . . Cover Page

2 Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . . Inside Front Cover Pages;
Table of Contents
3 Summary Information and Risk Factors. . . . . . Prospectus Summary, Risk
Factors

4 Use of Proceeds . . . . . . . . . . . . . . . . Prospectus Summary; Use
of Proceeds
5 Determination of Offering Price . . . . . . . . Cover Page; Risk Factors

6 Dilution. . . . . . . . . . . . . . . . . . . . Dilution

7 Selling Security Holders. . . . . . . . . . . . Series A Preferred
Selling Shareholders
8 Plan of Distribution. . . . . . . . . . . . . . Prospectus Summary;
Underwriting

9 Legal Proceedings . . . . . . . . . . . . . . . Business - Litigation

10 Directors, Executive Officers,
Promoters and Control Persons . . . . . . . . . Directors, Executive
Officers, Promoters and
Control Persons
11 Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . Principal Shareholders

12 Description of Securities . . . . . . . . . . . Description of
Securities; Dividend
Policy
13 Interest of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . . . Experts

14 Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . . Statement as to
Indemnification

15 Organization within Last Five Years . . . . . . The Company; Certain
Transactions
16 Description of Business . . . . . . . . . . . . Prospectus Summary; Risk
Factors; The Company;
Business
17 Management's Discussion and Analysis
or Plan of Operation. . . . . . . . . . . . . . Management's Discussion
and Analysis or Plan of
Operation
18 Description of Property . . . . . . . . . . . . Business

19 Certain Relationships and Related
Transactions. . . . . . . . . . . . . . . . . . Certain Transactions

<PAGE>

ITEM NO. SECTIONS IN PROSPECTUS
- -------- -----------------------------

20 Market for Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . Risk Factors

21 Executive Compensation. . . . . . . . . . . . . Compensation of Executive
Officers and Directors
22 Financial Statements. . . . . . . . . . . . . . Index to Financial
Statements

23 Changes In and Disagreements With
Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . Not Applicable

24 Indemnification of Directors and
Officers. . . . . . . . . . . . . . . . . . . . Indemnification of
Directors and Officers
25 Other Expenses of Issuance and
Distribution. . . . . . . . . . . . . . . . . . Other Expenses of
Issuance and Distribution
26 Recent Sales of Unregistered
Securities. . . . . . . . . . . . . . . . . . . Recent Sales of
Unregistered Securities
27 Exhibits. . . . . . . . . . . . . . . . . . . . Exhibits

28 Undertakings. . . . . . . . . . . . . . . . . . Undertakings

<PAGE>

SUBJECT TO COMPLETION, DATED APRIL 22, 1998

HOST AMERICA CORPORATION
1,200,000 SHARES OF COMMON STOCK AND
1,200,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

Host America Corporation (the "Company") is offering hereby 1,200,000
shares (the "Shares") of Common Stock,$.001 par value per share (the
"Common Stock"), and 1,200,000 Redeemable Common Stock Purchase Warrants
(the "Warrants") of the Company. The Common Stock and the Warrants
(collectively, the "Securities") are being separately offered and are
separately transferable at any time from the date of this Prospectus (the
"Effective Date"). Each Warrant entitles the registered holder thereof to
purchase, at any time during the period commencing on the Effective Date,
one share of Common Stock at a price of $5.00 per share, subject to
adjustment under certain circumstances, for a period of five years from the
Effective Date. The Warrants offered hereby are not exercisable unless, at
the time of exercise, the Company has a current prospectus covering the
shares of Common Stock issuable upon exercise of the Warrants and such
shares have been registered, qualified or deemed to be exempt under the
securities laws of the states of residence of the exercising holders of the
Warrants. Commencing after the Effective Date, the Warrants are subject to
redemption by the Company at $.25 per Warrant on 30 days' prior written
notice if the closing bid price for the Company's Common Stock, as reported
on The Nasdaq Small Cap Market(SM) ("Nasdaq"), or the closing sale price as
reported on a national or regional securities exchange, as applicable, for
30 consecutive trading days ending within 10 days of the notice of
redemption of the Warrants, averages at least $10.00. The Company is
required to maintain an effective registration statement with respect to
the Common Stock underlying the Warrants at the time of redemption of the
Warrants. Prior to the first anniversary of the Effective Date, the
Warrants will not be redeemable by the Company without the written consent
of Barron Chase Securities, Inc. (the "Underwriter").

The offering price of the Common Stock and Warrants, as well as the
exercise price and other terms of the Warrants have been determined by
negotiation between the Company and the Underwriter bears no relationship
to the Company's asset value, net worth or other established criteria of
value. See "RISK FACTORS" at page 7 and "UNDERWRITING." After completion
of this Offering, the Company's current Officers and Directors, and their
family members will have voting control of approximately 37% of the
outstanding Company Common Stock and voting Series A Preferred Stock and
will be in a position to have a significant impact on the outcome of
substantially all matters on which shareholders are entitled to vote. See
"DESCRIPTION OF SECURITIES."

Prior to this Offering, there has been no public market for the Common
Stock or the Warrants. It is anticipated that upon completion of this
Offering the Common Stock and the Warrants will be listed on Nasdaq under
the symbols "______" and "______," respectively. There is no assurance
that a trading market in the Company's Common Stock or Warrants will
develop or if it does develop, that it will be sustained.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 6 OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

=========================================================================
Underwriting Proceeds to
Price to Public Discount (1) Company (2)
- -------------------------------------------------------------------------

Per Share . . . . . . . $5.00 $0.50 $4.50
- -------------------------------------------------------------------------
Per Warrant. . . . . . . $0.125 $.0125 $.1125
- -------------------------------------------------------------------------
Total (3). . . . . . . . $6,150,000 $615,000 $5,535,000
=========================================================================

SEE FOOTNOTES ON FOLLOWING PAGE OF PROSPECTUS

BARRON CHASE SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS __________, 1998.

<PAGE>

(1) Does not include additional compensation in the form of (i) a non-
accountable expense allowance of $184,500 ($212,175 if the
Underwriter's over-allotment option is exercised in full); (ii)
warrants to purchase up to 120,000 shares of Common Stock at $7.50 per
Share (150% of the initial offering price), and 120,000 warrants at
$.1875 per warrant (150% of the initial public offering price),
exercisable over a period of five years commencing from the Effective
Date (the "Underwriter's Warrant"); and (iii) a financial advisory
agreement for the Underwriter to act as an investment banker for the
Company for a period of one year at a fee of $108,000, payable at the
closing of the Offering. In addition, the Company has agreed to
indemnify the Underwriter against certain civil liabilities, including
liabilities under the Securities Act of 1933. See "UNDERWRITING."

(2) Before deducting expenses of this Offering payable by the Company,
estimated at $334,500 including the Underwriter's non-accountable
expense allowance.

(3) The Company has granted to the Underwriter an option, exercisable
within forty-five (45) days of the Effective Date to purchase up to
180,000 additional shares of Common Stock and 180,000 additional
Warrants on the same terms and conditions as set forth above to cover
over-allotments, if any (the "Over-allotment Option"). If all such
additional Securities are purchased, the Price to Public, Underwriting
Discounts and Commissions, and Gross Proceeds to Company will be
increased to $7,072,500, $707,250 and $6,365,250, respectively. See
"UNDERWRITING."

The Securities are offered subject to prior sale, when, as and if
delivered to and accepted by the Underwriter and subject to the approval of
certain legal matters by counsel and certain other conditions. It is
expected that delivery of certificates representing the Securities will be
made at the offices of Barron Chase Securities, Inc., 7700 W. Camino Real,
Suite 200, Boca Raton, Florida 33433-5541, on or about __________, 1998.

The Company is presently required to file, and does file, periodic
reports with the Securities and Exchange Commission. Following
consummation of this Offering, the Company intends to furnish to its
stockholders annual reports containing financial statements audited and
reported on by independent auditors and quarterly reports containing
unaudited financial information for each of the first three quarters of
each fiscal year. Stockholders will be able to obtain the most recent such
reports by making written request therefor to the Company's shareholder
relations officer at the Company's principal executive offices located at
Two Broadway, Hamden, Connecticut 06518.

The following language appears in red on the left side of the cover
page.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

INASMUCH AS A SUBSTANTIAL AMOUNT OF THE REGISTERED SECURITIES OF THE
COMPANY ISSUED IN THIS OFFERING MAY BE DISTRIBUTED TO CUSTOMERS OF THE
UNDERWRITER, AND SUBSEQUENTLY, THESE PERSONS, AS CUSTOMERS OF THE
UNDERWRITER, MAY BE EXPECTED TO ENGAGE IN TRANSACTIONS FOR THE SALE OR
PURCHASE OF REGISTERED SECURITIES OF THE COMPANY, SHOULD THE UNDERWRITER
DETERMINE TO MAKE A MARKET, AND SHOULD A MARKET DEVELOP FOR THE COMPANY'S
SECURITIES, THE UNDERWRITER MAY INITIALLY BE EXPECTED TO EXECUTE A
SUBSTANTIAL PORTION OF THE TRANSACTIONS IN THE SECURITIES OF THE COMPANY.
THEREFORE, THE UNDERWRITER MAY BE, FOR THE FORESEEABLE FUTURE, A DOMINATING
INFLUENCE, AND THEREAFTER A FACTOR OF THE DECREASING IMPORTANCE FOR THE
COMPANY'S SECURITIES, SHOULD A MARKET ARISE FOR THE COMPANY'S SECURITIES.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AND/OR WARRANTS OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE EFFECTUATED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE
AND MAY BE DISCONTINUED AT ANY TIME.

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS. AS USED IN THIS PROSPECTUS, THE TERMS
"COMPANY" AND "HOST AMERICA" REFER TO HOST AMERICA CORPORATION, A DELAWARE
CORPORATION, FORMERLY KNOWN AS UNIVERSITY DINING SERVICES, INC.. UNLESS
OTHERWISE INDICATED, ALL SHARES AND PER SHARE INFORMATION IN THIS
PROSPECTUS GIVE EFFECT TO A REVERSE STOCK SPLIT OF 100 TO 1 OF THE
COMPANY'S COMMON STOCK EFFECTIVE IN FEBRUARY 1998. UNLESS OTHERWISE
INDICATED, INFORMATION IN THIS PROSPECTUS ASSUMES ALL THE SHARES OFFERED
HEREBY WILL BE SOLD.

THE COMPANY

The Company is a regional contract food service management company
specializing in providing full restaurant and employee dining, special
event catering, vending and office coffee service, home food replacement
and management of corporate dining rooms and cafeterias, in office
complexes and manufacturing plants. Its diversity of services allows the
Company's clients to offer their employees full breakfast and lunch
availability, multi-level catering and a variety of complimentary food
service options. The Company currently has operations in Connecticut, New
York and New Jersey and, in the near future, the Company intends to expand
to Illinois and Florida.

The Company estimates that the United States food service industry had
annual revenues in excess of approximately $100 billion in 1996 and $40
billion in corporate services and educational markets in which it competes.
The balance of annualized revenues are concentrated in the areas of
hospital/health care, correctional facilities, military facilities and
transportation facilities. Additionally, the home-meal replacement
industry is a rapidly growing industry with annual sales estimated to range
from $80 billion to $150 billion. Industry contracting revenues have
continued rising since 1996 and are expected to continue to rise in 1998.
The four largest nationals (Marriott, Aramark, CompassUSA, and Sodexho)
produced double-digit revenue gains of 15% adding more than 1,500 accounts
in 1996.

Since its formation as a Delaware corporation in 1986, the Company
will grow to a business with estimated annualized revenues of approximately
$7 million for its fiscal year ending June 30, 1998. The Company maintains
a number of other large, multi-year contracts among its twenty-two separate
operations. Some of the larger contracts include Pitney Bowes Corp. of
Stamford, Connecticut (currently 3 locations with over 3,000 employees),
Oxford Health Plans, Inc. of White Plains, New York (currently 5 locations
with over 4,000 employees), and Ft. James Paper Co. of Norwalk, Connecticut
(with over 1,000 employees). Near future expansion plans for Oxford Health
Plans, Inc., the Company's largest customer, includes the opening of new
facilities in Edison, New Jersey (approximately 900 employees) by May 1,
1998.

Currently, the Company's revenues are derived primarily from sales
related to the management of corporate restaurants and catering in single
tenant and multi-tenant office buildings. The balance are from the
maintenance of vending machines and coffee service at select facilities.
The Company concentrates on small- to medium-size clients generating from
$500,000 to $1-2 million per location in annual food sales. Management
believes that these

<PAGE>

middle market facilities generally provide greater profit margins and need
a variety of food related services. The Company endeavors to be the
exclusive food provider at the facilities served thereby being able to
control the quality of service and product at each location.

In February 1998, the Company commenced food service operations for
Bloomingdale's By Mail, Ltd., located in Cheshire, Connecticut, which
handles the Bloomingdales' catalog division. Management believes a key
component of the contract was the availability of the Company's HOMEfood
MARKET concept for home meal replacement. The HOMEfood MARKET offers
employees the opportunity to purchase complete prepared meals at their
place of employment without requiring reheating or further preparation.
The HOMEfood MARKET serves two purposes: it not only provides
Bloomingdale's daytime employees a meal to bring home, but more
importantly, provides quality food service to Bloomingdale's evening
employees in a cost-effective manner. In addition to providing a cafeteria
and the HOMEfood MARKET, the Company manages vending and office coffee
programs. Based on the quality of the food and service in the cafeterias,
the Company was also awarded the Bloomingdales special events catering
contract for that building.

The Company believes there are significant opportunities to expand its
business through the acquisition of companies in the contract food service
industry, particularly in the education and corporate dining markets. The
Company's Officers and Directors will be responsible for identifying,
pursuing and negotiating potential acquisition candidates and integrating
acquired operations. The Company believes it can integrate such companies
into the Company's management structure and diversified operations
successfully without a significant increase in general and administrative
expenses. In addition, future acquisitions are expected to enable the
Company to lower overhead costs through centralized geographical office
operations and to grow to a size so that it qualifies for bids on larger
volume quality accounts that require asset or purchase programs to meet the
higher standard.

The Company's corporate offices are located at Two Broadway, Hamden,
Connecticut 06518. The Company's telephone number is (203) 248-4100.

<PAGE>

THE OFFERING

Securities Offered . . . . . . 1,200,000 Shares and 1,200,000 Warrants. The
Shares and Warrants are being separately
offered and are separately transferable at
any time from the date of this Prospectus
(the "Effective Date"). Each Warrant
entitles the holder to purchase one share of
Common Stock at a price of $5.00 per share
for a period of five years from the Effective
Date, on which date the Warrants will expire.
Commencing after the Effective Date, the
Warrants are subject to redemption at $.25
per Warrant on 30 days' prior written notice
if the closing bid price of the Company's
Common Stock as reported on Nasdaq or the
closing sale price of such Common Stock, if
traded on a national or regional securities
exchange, as applicable, averages at least
$10.00 over the 30 consecutive trading days
ending within 10 days of the notice of
redemption. The Company is required to
maintain the effectiveness of the
Registration Statement of which this
Prospectus is a part, with respect to the
Common Stock underlying the Warrants, at the
time of redemption of the Warrants. Prior to
the first anniversary of the Effective Date,
the Warrants will not be redeemable by the
Company without the written consent of the
Underwriter.
Offering Price:
Common Stock . . . . . . . . $5.00 per Share.
Warrants . . . . . . . . . . $.125 per Warrant.

Shares of Common Stock
Outstanding:
Prior to the
Offering (1). . . . . . . 130,000 shares of Common Stock.
After the
Offering (1)(2) . . . . . 1,330,000 shares of Common Stock.

Use of Proceeds. . . . . . . . To hire additional sales personnel, develop
additional marketing activities, acquire
related food service businesses and provide
for working capital. See "USE OF PROCEEDS."

Risk Factors . . . . . . . . . Investment in the Company involves certain
general business risks and risks specifically
inherent in the food service industry which
in part, include retention of customer
accounts, labor shortages, competition,
seasonability, governmental regulation and
dependence on management. See "RISK
FACTORS."

Common Stock Warrants
--------------- ------------
Proposed Nasdaq Symbols. . . .
Proposed Boston
Exchange Symbols. . . . . . .
______________________________

<PAGE>

(1) Does not include 700,000 shares of Series A Preferred Stock ("Series
A Preferred") held by certain Officers and Directors which have voting
rights equal to the as shares of Common Stock, but are not convertible
to Common Stock for at least fifteen months from the Effective Date
and upon meeting certain income and revenue thresholds. See
"DESCRIPTION OF SECURITIES."
(2) Does not give effect to (a) the issuance of up to 1,200,000 shares in
the event of exercise of Warrants issued in connection with this
Offering, (b) the issuance of up to 360,000 shares upon exercise of
the Underwriter's Over-allotment Option and exercise of the underlying
Warrants, (c) the issuance of up to 240,000 shares upon exercise of
the Underwriter's Warrant and the underlying Warrants, (d) the
issuance of up to 12,000 shares of the Common Stock upon the exercise
of options available under the Company's stock option plan of which
all 12,000 have been granted to date and (e) the issuance of shares of
Common Stock underlying the 700,000 Series A Preferred. See
"UNDERWRITING."

<PAGE>

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction
with the financial statements and notes thereto included elsewhere in this
Prospectus. The statements of income and deficit for the years ended June
29, 1997 and June 30, 1996, and the balance sheet data at June 29, 1997 are
derived from and should be read in conjunction with the financial
statements of the Company and notes thereto audited by DiSanto Bertoline &
Company, P.C., independent auditors.

The summary financial data as of, and for the six months ended
December 28, 1997 and December 29, 1996, are derived from the unaudited
financial statements of the Company, which in the opinion of the Company
reflect all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the unaudited financial statements.
The results of operations for the six months ended December 28, 1997 and
December 29, 1996 are not necessarily indicative of the results to be
expected for the full year.

STATEMENTS OF OPERATIONS DATA:
YEARS ENDED SIX MONTHS ENDED
JUNE 29, JUNE 30, DECEMBER 28, DECEMBER 29,
1997 1996 1997 1996
---- ---- ---- ----
(UNAUDITED)
Revenues $5,971,926 $4,939,428 $3,413,095 $2,900,586
Cost of sales(1) 5,332,016 4,465,755 3,021,287 2,585,314
Gross profit 639,910 473,673 391,808 315,272
Selling, general
and administrative 553,367 441,549 334,044 254,060
Net income $ 86,543 $ 32,124 $ 57,764 $ 61,212

Net income per common
share(1)(2) $ * $ * $ * $ *
========== ========== ========== ==========
Common shares used in
computing net income
per common share(1)(2) 1,300,000 1,300,000 1,300,000 1,300,000

BALANCE SHEET DATA:
DECEMBER 28, PRO FORMA
JUNE 29, 1997 AS ADJUSTED(3)
1997 (UNAUDITED) DECEMBER 28, 1997
---- ----------- -----------------
Cash $ 140,121 $ 66,681 $5,159,181
Working capital
(deficit) $ (54,642) $ 41,407 $5,133,907
Total assets $ 982,358 $1,114,129 $6,206,629
Long-term liabilities $ 80,770 $ 106,828 $ 106,828
Stockholders' equity $ 128,721 $ 186,485 $5,278,985
______________________
* Less than $.01 per share
(1) See Note 1 to the Financial Statements for a description of the
computation of net income per common share.
(2) Does not give effect to the 100 to 1 reverse stock split and the
issuance of 700,000 shares of Series A Preferred issued to certain
Officers and Directors.
(3) Adjusted to reflect sale of 1,200,000 shares of Common Stock and
1,200,000 Warrants offered hereby and the receipt of the net proceeds
therefrom (assuming an initial public offering price of $5.00 per
share of Common Stock and $.125 per Warrant, respectively, and after
deducting underwriting discounts and commissions and estimated
offering expenses). Also includes the issuance of 700,000 shares of
Series A Preferred issued to certain Officers and Directors. Does not
include receipt of net proceeds from the exercise of the Warrants, the
Underwriter's Purchase Warrants, the Underwriter's Over-Allotment
Option.

<PAGE>

RISK FACTORS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933. SUCH FORWARD-LOOKING
STATEMENTS MAY BE FOUND IN THIS SECTION AND UNDER "PROSPECTUS SUMMARY,"
"USE OF PROCEEDS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS." ACTUAL EVENTS OR
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS INCLUDING, WITHOUT LIMITATION,
THE RISK FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS PROSPECTUS. IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED WHEN EVALUATING AN INVESTMENT
IN THE SHARES OF COMMON STOCK OFFERED HEREBY.

CUSTOMER CONTRACTS. The Company's success will depend on its ability
to retain and renew existing client contracts and to obtain and
successfully negotiate new client contracts. Certain of the Company's
corporate dining contracts representing approximately 49% of the Company's
annual sales are from two major customers. There can be no assurance that
the Company will be able to retain and renew existing client contracts or
obtain new contracts or that such contracts will be profitable. The
Company's failure to retain and renew existing contracts or obtain new
contracts could have a material adverse effect on the Company's business,
financial condition and results of operations.

INVESTMENT IN CLIENT CONTRACTS. Typically the Company is required to
invest a substantial amount of money in a client's facility for equipment
and initial start-up expenses. Historically, the Company has funded these
expenditures from cashflow and short-term borrowings. To the extent the
Company is unable to be reimbursed for a part of these costs or enter into
long-term contracts or is unable to retain existing clients, the Company
could experience short-term cashflow problems or be required to seek
additional outside financing, the availability of which there can be no
assurances.

DEPENDENCE ON BUILDING OWNERS TO RETAIN TENANTS. The Company's
customers consist primarily of tenants in large office complexes and
buildings in the Northern United States. Accordingly, the Company is
dependent, in a large part, on the building owners to attract and retain
quality tenants by offering competitive rental rates, favorable locations
and adequate maintenance services. To the extent these entities fail to
provide a favorable rental atmosphere and retain existing tenants, the
Company may lose customers, revenues, and potentially a food service
contract irrespective of the quality of its food service facility. If the
Company were to lose customers due to building vacancies, it could have an
adverse material effect on the Company's operations and financial
condition.

FLUCTUATING FOOD PRICES AND SHORTAGES. The Company is subject to
fluctuating food prices and availability of certain food items which can,
and does, vary by location. Although the Company's contracts with its
clients allow for certain adjustments due to rising prices over a specified
period of time, often times the Company must take a reduced margin to
insure the availability of certain required food groups and avoid customer
dissatisfaction. Although most shortages last only a short period of time,
shortages in certain items may adversely affect the quality and variety of
food offered at a given location. The Company attempts to anticipate

<PAGE>

shortages by centralized buying for its various locations by placing large
orders with reliable suppliers and following trends in product availability
and price.

COMPETITION IN TAKE-HOME PREPARED MEAL MARKET; DEPENDENCE ON CUSTOMERS
WITH DISPOSABLE INCOME. At certain of its locations, the Company offers
tenant employees the opportunity to purchase fully cooked homestyle meals
with can be served at home with little or no additional preparation. The
Company's fully prepared, take home meals compete with many other forms of
home replacement meals, including a variety of ethnic foods. The Company's
take home meals are generally purchased by upper middle class employees who
have the disposable income to purchase such meals. If a down turn in the
economy were to occur, the areas in which the Company offers these types of
meals, it is likely that this source of revenues would be adversely
affected.

DEPENDENCE ON KEY PERSONNEL. The Company's future success depends to
a significant extent on the efforts and abilities of its executive
Officers. The loss of the services of certain of these individuals could
have a material adverse effect on the Company's business, financial
condition and results of operations. The Company believes that its future
success also will depend significantly upon its ability to attract,
motivate and retain additional highly skilled managerial personnel.
Competition for such personnel is intense, and there can be no assurance
that the Company will be successful in attracting, assimilating and
retaining the personnel it requires to grow and operate profitability. See
"BUSINESS - Employees" and "MANAGEMENT - Executive Officers and Directors."

LABOR SHORTAGES. From time to time, the Company must hire and train
a number of qualified food service managers and temporary workers to
provide food service at a new corporate location or scheduled events at the
Laurel View Country Club and other locations. The Company may encounter
difficulty in hiring sufficient numbers of qualified individuals to staff
these events, which could have a material adverse effect on its business,
financial condition and results of operations. These shortages occur most
often during the summer months when a large number of events are planned at
the Laurel View Country Club. See "BUSINESS."

COMPETITION. The Company encounters significant competition in each
area of the contract food service market in which it operates. Certain of
the Company's competitors compete with the Company on both a national and
local basis and have significantly greater financial and other resources
than the Company. Competition may result in price reductions, decreased
gross margins and loss of market share. In addition, existing or potential
clients may elect to "self operate" their food service, thereby eliminating
the opportunity for the Company to compete for the account. There can be
no assurance that the Company will be able to compete successfully in the
future or that competition will not have a material adverse effect on the
Company's business, financial condition or results of operations. See
"BUSINESS - Competition."

NEED FOR ADDITIONAL FINANCING. Although management believes the net
proceeds of this Offering will be sufficient to meet the Company's working
capital requirements for the next 18 months, it is possible that additional
cash liquidity may be required to finance anticipated growth through
acquisitions. Although the Company has not commenced negotiations with a
commercial lender, following consummation of this Offering it is very
likely that the Company

<PAGE>

will seek to obtain a revolving credit agreement to supply additional
financing which may be necessary to support future growth. Should it be
successful in obtaining such financing, the Company will, in all
likelihood, secure borrowings with the granting of security interests in
substantially all of its assets. In the event that the Company should
require additional financing beyond the net proceeds of this Offering,
there can be no assurance that such financing will be available on
commercially reasonable terms, or that the Warrants included in this
Offering will be exercised. If future financing is not available when
needed, the Company may be forced to curtail or discontinue its acquisition
program and expansion strategy. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital
Resources."

INFLATION RISK. Although most of the Company's contracts provide for
minimum annual price increases for products and services provided by the
Company, the Company could be adversely impacted during inflationary
periods if the rate of contractual increases are lower than the inflation
rate.

ACQUISITION RISKS. A key component of the Company's strategy is to
pursue acquisitions of related businesses. There can be no assurance,
however that the Company will be able to identify, negotiate and consummate
acquisitions or that acquired businesses can be operated profitably or
integrated successfully into the Company's operations. In addition,
acquisitions by the Company are subject to various risks generally
associated with the acquisition of businesses, including the financial
impact of expenses associated with the integration of acquired businesses.
There can be no assurance that the Company's historic or future
acquisitions will not have an adverse impact on the Company's business,
financial condition or results of operations. If suitable opportunities
arise, the Company anticipates that it would finance future acquisitions
through available cash, bank lines of credit or through additional debt or
equity financing. There can be no assurance that such debt or equity
financing would be available to the Company on acceptable terms when, and
if, suitable strategic opportunities arise. If the Company were to
consummate one or more significant acquisitions in which part or all of the
consideration consisted of equity, stockholders of the Company could suffer
a significant dilution of their interests in the Company. In addition,
many of the acquisitions the Company is likely to pursue, if accounted for
as a purchase, would result in substantial amortization charges to the
Company.

GOVERNMENT REGULATION. The Company's business is subject to various
governmental regulations incidental to its operations, such as
environmental, employment, and health and safety regulations. The Company
also holds a liquor license at one facility and is subject to the liquor
license requirements of the state of Connecticut, including its "dram-shop"
statute. "Dram-shop" statutes generally provide a person injured by an
intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic beverages to the intoxicated person. While the
Company maintains insurance for such liability, there can be no assurance
that such insurance will be adequate to cover any potential liability or
that such insurance will continue to be available on commercially
acceptable terms. The loss of its liquor license could have a material
adverse effect on the Company's business, financial condition or results of
operations. There can be no assurance that additional federal or state
regulation would not limit the activities of the Company in the future or
significantly increase the cost of regulatory compliance. See "BUSINESS -
Government Regulation."

<PAGE>

EFFECTIVE CONTROL BY CURRENT OFFICERS AND DIRECTORS. Prior to this
Offering, the Company's current Officers, Directors and family members had
beneficial ownership of approximately 52,600 shares of Common Stock and
700,000 shares of voting Series A Preferred Stock, or approximately 90.8%
of the shares currently eligible to vote. After completion of this
offering, these persons will continue to beneficially own approximately 37%
of the voting shares outstanding. The Company's Certificate of
Incorporation does not authorize cumulative voting in the election of
directors. As a result, the Company's Officers and Directors currently
are, and in the foreseeable future will continue to be, in a position to
have a significant impact on the outcome of substantially all matters on
which shareholders are entitled to vote, including the election of
Directors. See "PRINCIPAL SHAREHOLDERS."

NO DIVIDENDS. The Company has paid no cash dividends on its Common
Stock and has no present intention of paying cash dividends in the
foreseeable future. It is the present policy of the Board of Directors to
retain all earnings to provide for the growth of the Company. Payment of
cash dividends in the future will depend, among other things, upon the
Company's future earnings, requirements for capital improvements, the
operating and financial conditions of the Company and other factors deemed
relevant by the Board of Directors. See "DIVIDENDS."

SUBSTANTIAL DILUTION TO INVESTORS. There will be an immediate and
substantial dilution to the investors who purchase Shares in this offering
in that the net tangible book value per share of the Common Stock after the
offering will be substantially less than the price of the Shares offered
hereby. The dilution to new investors after this offering is $2.52 per
share (49%). See "DILUTION."

POSSIBLE ADVERSE EFFECTS OF FUTURE SALES OF SHARES. All of the
130,000 shares of Common Stock currently outstanding were issued
approximately ten (10) years ago and are eligible for sale in the public
market. The Officers and Directors of the Company who hold 52,600 shares
of Common Stock and 700,000 shares of Series A Preferred Stock have agreed
not to sell or otherwise dispose of any shares of Common Stock for a period
of 24 months after the Effective Date of this Prospectus (the "Lock-Up
Period") without the written consent of the Underwriter.

In addition, in the event the Series A Preferred Stock is converted,
all 700,000 shares of Common Stock may be deemed "restricted securities" as
that term is defined in the Securities Act of 1933, as amended (the "Act")
and may be sold pursuant to a registration statement under the Act, in
compliance with Rule 144 under the Act, or pursuant to another exemption
therefrom. For a description of Rule 144, see "SHARES ELIGIBLE FOR FUTURE
SALE." Upon expiration of the twenty four (24) month Lock-Up Period from
the Effective Date, all of the 52,600 shares of Common Stock and any
converted Series A Preferred Stock currently held by the Officers and
Directors will be eligible for sale in the public market subject to
compliance with the value limitations of Rule 144 of the Act.

ARBITRARY DETERMINATION OF OFFERING PRICE. Although the Company has
been a public company since 1988, no public market for the shares of the
Company's Common Stock has existed. Consequently, the price at which the
Shares and Warrants are being offered have been arbitrarily determined by
negotiation between the Company and the Underwriter and does not

<PAGE>

bear any relationship to such established valuation criteria as assets,
book value or prospective earnings.

NO PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF PRICE OF SHARES OF
COMMON STOCK AND WARRANTS. The prices of securities of publicly traded
corporations tend to fluctuate widely. It can be expected, therefore, that
if and when trading commences in the Company's Common Stock and Warrants,
there may be wide fluctuations in price. There has been no prior public
market for the Company's Common Stock or Warrants and, despite the initial
listing of the Common Stock and Warrants on Nasdaq, there is no assurance
that a market will develop or be sustained. The lack of a current market
for the Common Stock and Warrants, fluctuations in trading interest and
changes in the Company's operating results, financial condition and
prospects could have a significant impact on the market prices for the
Common Stock and the Warrants. See "UNDERWRITING."

NASDAQ MAINTENANCE REQUIREMENTS AND EFFECTS OF POSSIBLE DELISTING;
RISKS RELATED TO LOW-PRICED STOCKS. Although the Company's Common Stock
and Warrants have been approved for initial listing on the Nasdaq Small-Cap
Market upon the Effective Date of this Prospectus, the Company must
continue to meet certain maintenance requirements in order for such
securities to continue to be listed on Nasdaq. Nasdaq recently implemented
new entry and maintenance requirements for companies traded on the Nasdaq
Small-Cap Market, including increased financial standards and requiring the
companies to have at least two independent directors and an audit
committee, a majority of which are independent directors. There can be no
assurance that the Company will continue to meet such new requirements. If
the Company's securities are delisted from Nasdaq, this could restrict
investors' interest in the Company's securities and could materially and
adversely affect any trading market and prices for such securities. In
addition, if the Company's securities are delisted from Nasdaq, and if the
Company's net tangible assets do not exceed $2 million, and if the Common
Stock is trading for less than $5.00 per share, then the Company's Common
Stock and Warrants would each be considered a "penny stock" under federal
securities law. Additional regulatory requirements apply to trading by
broker-dealers of penny stocks which could result in the loss of effective
trading markets, if any, for the Company's Common Stock and Warrants.

RISK OF LOW-PRICED STOCKS. If the Company's Securities were delisted
from Nasdaq, and no other exclusion from the definition of a "penny stock"
under applicable Securities and Exchange Commission regulations were
available, such Securities would be subject to the penny stock rules. A
"penny stock" is defined as a stock that has a price of $5.00 or less. The
rules relating to "penny stocks" impose additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally defined as
investors with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with a spouse). For example, the broker
dealer must deliver to its customer prior to effectuating any transaction,
a risk disclosure document which sets forth information as to the risks
associated with "penny stocks," information as to the salesperson,
information as to the bid and ask prices of the "penny stock," the
importance of the bid and ask prices to the purchaser, and investor's
rights and remedies if the investor believes he/she has been defrauded.
Also, the broker dealer must disclose to the purchaser its aggregate
commission received on the transaction, current quotations for the
securities and monthly statements which provide information as to market
and price information. In addition,

<PAGE>

for transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase and must have received
the purchaser's written consent to the transaction prior to sale.
Consequently, delisting from Nasdaq, if it were to occur, could affect the
ability of broker-dealers to sell the Company's Securities and the ability
of purchasers in the Offering to sell their Securities in the secondary
market.

RESTRICTIONS ON EXERCISE OF WARRANTS; POSSIBLE REDEMPTION OF WARRANTS.
Investors purchasing Warrants in this Offering will not be able to exercise
the Warrants unless at the time of exercise this Registration Statement is
current, or a new registration statement registering the Common Stock
issuable upon exercise of the Warrants is effective and such shares have
been registered and/or qualified or deemed to be exempt from registration
and/or qualification under the securities laws of the state of residence of
the holder of the Warrants. The Company does not intend to advise holders
of the Warrants of their inability to exercise the Warrants other than in
response to a specific written inquiry to the Company. The value of the
Warrants may be greatly reduced if a current registration statement
covering the shares of Common Stock underlying the Warrants is not
effective or if such Common Stock is not registered or exempt from
registration in the states in which the holders of the Warrants reside.
The Warrants are subject to redemption by the Company on 30 days prior
written notice provided that the daily trading price for the shares is
above $10.00 for at least 30 consecutive trading days ending within ten
days prior to the date of the notice of redemption. If the Warrants are
redeemed, Warrantholders will lose their right to exercise the Warrants
except during such 30 day redemption period. Any redemption of the
Warrants during the one-year period commencing on the Effective Date of the
Prospectus shall require the written consent of the Underwriter. See
"DESCRIPTION OF SECURITIES - Warrants."

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING THE
WARRANTS. The Warrants offered hereby are not exercisable unless, at the
time of exercise, the Company has a current prospectus covering the shares
of Common Stock issuable upon exercise of the Warrants and such shares have
been registered, qualified or deemed to be exempt under the securities laws
of the states of residence of the exercising holders of the Warrants.
Although the Company will use its best efforts to have all of the shares of
Common Stock issuable upon exercise of the Warrants registered or qualified
on or before the exercise date and to maintain a current prospectus
relating thereto until the expiration of the Warrants, there is no
assurance that it will be able to do so.

Although the Warrants will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise
qualified for sale, purchasers may buy Warrants in the after-market or may
move to jurisdictions in which the shares underlying the Warrants are not
so registered or qualified during the period that the Warrants are
exercisable. In this event, the Company would be unable to issue shares of
Common Stock to those persons desiring to exercise their Warrants (whether
in response to a redemption notice or otherwise), unless and until the
shares could be qualified for sale in the jurisdictions in which such
purchasers reside, or exemptions exist in such jurisdictions from such
qualification. Warrant holders would have no choice but to attempt to sell
the Warrants or allow them to expire unexercised. See "DESCRIPTION OF
SECURITIES - Warrants."

<PAGE>

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock. The
Board of Directors does not anticipate paying cash dividends in the
foreseeable future as it intends to retain future earnings to finance the
growth of the business. The Delaware General Corporation Law provides that
dividends may only be paid out of capital surplus or out of earnings.
There are no other limitations on the ability of the Company to pay
dividends to its shareholders. The payment of future cash dividends will
depend on such factors as earnings levels, anticipated capital
requirements, the operating and financial conditions of the Company and
other factors deemed relevant by the Board of Directors.

USE OF PROCEEDS

The net proceeds from the sale of the 1,200,000 Shares and 1,200,000
Warrants offered hereby will be approximately $5,092,500 after deducting
all of the expenses of the offering, and without giving effect to the
exercise of the over-allotment option. The Company intends to utilize the
proceeds from this offering substantially as follows:

APPLICATION OF PROCEEDS AMOUNT PERCENT OF PROCEEDS
- ----------------------- ------ -------------------

Sales and Marketing (1). . . . . . . . $ 950,000 18.6%
Acquisitions (2) . . . . . . . . . . . 3,000,000 58.9%
Product Development (3). . . . . . . . 242,000 4.8%
Working Capital (4). . . . . . . . . . 900,500 17.7%
---------- ------

Total. . . . . . . . . . . . . . . . . $5,092,500 100.0%
========== ======
___________________________
(1) The Company anticipates that it will hire additional sales personnel
to concentrate on business development in the states of New York and
New Jersey. The Company will aggressively evaluate and develop
markets which have a high concentration of corporate clients and
catering opportunities.

(2) The Company believes there are significant opportunities to expand its
business through the acquisition of existing companies in the contract
food service industry. Any acquisition will be evaluated by
management on its individual merits with consideration being given to
annual revenues, market niche, geographic location and sales price and
terms required by the acquisition candidate. Approximately $100,000
of the $3,100,000 allocated for acquisitions will be used to evaluate
acquisition candidates; however, the Company is not currently
evaluating any possible acquisitions and has no current agreements or
understandings with respect to the acquisition of any company and is
not currently conducting negotiations with respect to any acquisition.
The Company will actively consider acquisition opportunities as they
arise. The balance of any funds not used for acquisitions or to date
unallocated, will be used for working capital.

(3) The Company has developed a unique concept of home meal replacement
which can be added to its existing and future client facilities. The
HOMEfood MARKET offers a variety of meals which can be purchased on
the customer's premises for consumption after the employee returns
home. The Company will use a portion of the proceeds to develop
additional menu selections

<PAGE>

and purchase the necessary equipment which includes promotional
materials, food carts, signs and sampling facilities. See "THE
COMPANY - Business Strategy."

(4) The Company anticipates the need for on-site food service managers and
additional administrative support personnel with the anticipated
growth in its corporate client base. As operations increase and any
food service acquisitions are consummated, the Company will hire
individuals in the areas of accounting and menu support. In addition,
working capital will be used to fund new accounts which require
substantial up-front costs for cash registers, merchandising
materials, vending machines and training of employees.

The amounts set forth above are estimates developed by management of
the Company of the allocation of net proceeds of the offering based upon
the Company's current plans and prevailing economic and industry
conditions. The Company's proposed use of proceeds is subject to changes
in general, economic and competitive conditions, timing and management
discretion, each of which may change the amount of proceeds expended for
the purposes intended. The proposed application of proceeds is also
subject to changes in market conditions and the Company's financial
condition in general.

While there can be no assurance, the Company believes the net proceeds
from the offering and internally generated funds will be adequate to
satisfy the Company's working capital needs for the next twelve months.
The Company may require additional debt or equity financing in order to
finance future internal growth or acquisitions. There can be no assurance
that additional financing on acceptable terms will be available to the
Company when needed, if at all. See "RISK FACTORS," "THE COMPANY" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION."

Pending use of the net proceeds of this Offering, the Company may make
temporary investments in bank certificates of deposit, interest bearing,
insured savings accounts, United States government obligations and insured
money market funds. Any income derived from these short-term investments
will be used for working capital.

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 28, 1997 and as adjusted after the public offering to reflect the
net proceeds from the issuance of 1,200,000 Shares in this offering at an
offering price of $5.00 per Share and 1,200,000 Warrants at $.125 per
Warrant and the estimated use of proceeds therefrom. See "USE OF
PROCEEDS."

December 28, 1997
------------------------------
Actual(1) As Adjusted(1)(2)(3)
--------- --------------------

Long-term Debt. . . . . . . . . . . . $ 106,828 $ 106,828

Stockholders' Equity:
Preferred Stock, $.001 par value,
2,000,000 shares authorized,
700,000 Series A Preferred
issued March 1, 1998. . . . . . 0 700
Common Stock, $.001 par value;
80,000,000 shares authorized,
130,000 shares issued and
outstanding, 1,330,000 after
the public offering . . . . . . 130 1,330
Additional Paid-in Capital. . . . . 244,958 5,510,558
Retained Earnings (Deficit) . . . . (58,603) (233,603)
---------- ----------

Total Stockholders' Equity . . . . . 186,485 5,278,985
---------- ----------

Total Capitalization. . . . . . . . . $ 293,313 $5,385,813
========== ==========
_____________________________

(1) Gives effect to the reverse stock split of 100 to 1 of the Company's
Common Stock effectuated in March 1998.
(2) Includes the receipt of net proceeds from the public offering of
$5,092,500 after the payment of commissions, expenses and the
Underwriter's consulting fee as if such proceeds were received on
December 28, 1997 and the issuance of 700,000 shares of Series A
Preferred issued to certain Officers and Directors. See "USE OF
PROCEEDS."
(3) Does not give effect to (a) the issuance of up to 1,200,000 shares of
Common Stock in the event of exercise of Warrants issued in connection
with this Offering, (b) the issuance of up to 360,000 shares of Common
Stock upon exercise of the Underwriter's Over-allotment Option and
exercise of the underlying Warrants, (c) the issuance of up to 12,000
shares of Common Stock upon exercise of options available under the
Company's stock option plan, all 12,000 of which have been granted to
date, or (d) the issuance of up to 240,000 shares of Common Stock upon
exercise of the Underwriter's Warrant and the underlying Warrants.
See "UNDERWRITING."

<PAGE>

DILUTION

The Company's net tangible book value (deficiency) before offering at
December 28, 1997, was $186,485 or $.22 per share. "Net tangible book
value per share" represents the Company's total tangible assets less its
total liabilities, divided by the number of shares of Common Stock
outstanding. The net tangible book value before offering considers the
issuance of 700,000 shares of Common Stock upon the conversion of the
700,000 shares of Series A Preferred Stock outstanding.

After giving effect to the sale of the Shares offered, based on an
offering price of $5.00 per Share and $.125 per Warrant by the Company, the
pro forma net tangible value after offering would have been approximately
$5,279,000 or $2.60 per share. This represents an immediate increase in
net tangible book value per share of $2.38 to existing shareholders and an
immediate decrease of $2.52 per share to the investors purchasing the
Shares offered hereby at the Price to Public. The following table
illustrates the per share dilution in net tangible book value to new
investors:

Public offering price per Share
and Warrant. . . . . . . . . . . . . . . . . . . $ 5.12
Net tangible book value (deficiency)
per share before offering . . . . . . . $ .22
Increase per share attributable to
sale of Shares. . . . . . . . . . . . . . . . 2.38
-----

Pro forma net tangible book value per
share after offering . . . . . . . . . . . . . . 2.60
-----

Dilution per share to new investors. . . . . . . $2.52
=====

The following table sets forth a comparison of the number of shares of
Common Stock acquired by current shareholders from the Company, the total
consideration paid for such shares of Common Stock and the average price
per share paid by such current shareholders and to be paid by the
prospective purchasers of the Shares (based upon the initial offering price
of $5.00).

Number of Shares of Consideration
------------------- ------------- Average Price
Common Stock Acquired Amount Percent Per Share
--------------------- ------ ------- ---------

Existing Shareholders(1) . . . 130,000 $ 245,000 3.9% $1.88

New Investors. . . . . . . . . 1,200,000 $6,000,000 96.1% $5.00
--------- ---------- ----

Totals . . . . . . . . . . . . 1,330,000 $6,245,000 100%
========= ========== ===
__________________________
(1) Does not include (i) 700,000 shares of Series A Convertible Preferred
which may not be converted for five (5) years to Common Stock or
earlier in the event certain incentive goals are achieved and (ii) an
additional 12,000 shares of Common Stock subject to options granted to
Officers and Directors of the Company at option exercise prices of
$5.00 per share, the price of the public offering. See "DESCRIPTION
OF SECURITIES - Series A Convertible Preferred Stock."

<PAGE>

SELECTED FINANCIAL DATA

Net income per common
share(1)(2) $ * $ * $ * $ *
========== ========== ========== ==========
Common shares used in
computing net income
per common share(1)(2) 1,300,000 1,300,000 1,300,000 1,300,000

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

The following review concerns the interim period ended December 28,
1997 and the fiscal years ended of the Company and should be read in
conjunction with the financial statements and notes thereto.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Prospectus, the words "anticipate," "estimate,"
"expect," "project," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions including the Company failing to generate
projected revenues. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected.

GENERAL

Host America is a regional contract food service management company
specializing in providing full restaurant and employee dining, special
event catering, vending and office coffee service, home food replacement
and management of corporate dining rooms and cafeterias for office
complexes and manufacturing plants. This diversity of its services allows
the Company's clients to offer their employees full breakfast and lunch
availability, multi-level catering and a variety of complimentary food
service options. The Company currently has operations in Connecticut, New
York and New Jersey and, in the near future, the Company intends to expand
to Illinois and Florida.

RECENT DEVELOPMENTS

In February 1998, the Company commenced food service operations for
Bloomingdale's By Mail, Ltd., located in Cheshire, Connecticut, which
handles the Bloomingdales' catalog division. Management believes a key
component of the contract was the availability of the HOMEfood MARKET
concept for home meal replacement. The HOMEfood MARKET offers employees
the opportunity to purchase complete prepared meals at their place of
employment without requiring reheating or further preparation. The
HOMEfood MARKET serves two purposes: it not only provides Bloomingdale's
daytime employees a meal to bring home, but more importantly, provides
quality food service to Bloomingdale's evening employees in a cost-effective
manner. In addition to providing a cafeteria and the HOMEfood
MARKET, the Company manages vending and office coffee programs. Based on
the quality of the food and service in the cafeterias, the Company was also
awarded the Bloomingdales special events catering contract for that
building.

The Company anticipates the opening of the Metro Park Twin Towers in
Edison, New Jersey in April 1998. The Company is currently negotiating a
definitive agreement for this facility which has over 3,000 people in the
office complex. The agreement will include all phases of the Company's food
service operations, including the HOMEfood MARKET.

<PAGE>

RESULTS OF OPERATIONS - FOR THE SIX MONTHS ENDED DECEMBER 28, 1997 COMPARED
TO THE SIX MONTHS ENDED DECEMBER 29, 1996

Revenues from operations for the six months ended December 28, 1997
were $3,394,065 as compared to $2,893,065 for the six months ending
December 29, 1996. Accordingly, revenues increased $501,000 or
approximately 17.3% due in part to the aggressive program of adding new
facilities and maximizing revenue for existing facilities. In addition,
additional revenues are now being generated from the Company's Laurel View
County Club and its associated catering activities. The Company is also
negotiating with several existing customers to expand into other locations
located in New York and New Jersey. In addition, during the period the
Company increased its vending and canteen presence in a number of new
locations.

Costs of sales increased $435,973 for the six month period in 1997 as
compared to 1996. The cost can be attributed in part to the increase in
the number of facilities being operated and changes in the food items being
offered. In addition, food items being used in the HOMEfood MARKETS is
generally of a higher quality and accordingly, more expensive.

RESULTS OF OPERATIONS - FOR THE YEAR ENDED JUNE 29, 1997 COMPARED TO THE
YEAR ENDED JUNE 30, 1996

Net revenues aggregated $5,971,926 for the year ended June 29, 1997,
representing an increase of $1,032,498 or 20.9% over the year ended June
30, 1996. Further, when the net revenues for the year ended June 29, 1997
are compared with the amount of net revenues two years ago of $3,388,677
for fiscal 1995, the increase is $2,583,249 or 76.2%.

The Company has continued an aggressive program of adding new
facilities under its food management programs as well as enhanced revenues
at existing facilities. The Company added four new locations during fiscal
1997 which accounted for approximately $853,000 of the overall increase.
A significant portion of this increase is due to increased servicing to
Pitney Bowes and Oxford Health ("Oxford"). Oxford has been expanding into
several new geographic locations and has sought the Company's assistance in
establishing in-house food service for its employees in certain of those
locations. The Company has developed a methodology to implement a full
service food and canteen operation in a timely and responsive manner to
support the expanding needs of this important customer. The remaining
increase of approximately $179,000 results from expansion of food and
canteen items offered for sale as well as continued refining of the mix of
products sold to maximize sales per location.

Cost of sales increased $858,026 for the year ended June 29, 1997 when
compared to the year ended June 30, 1996, representing an increase of
19.2%. Although the increase was trending similar to net revenues, the
increase in cost of sales was less as a percentage than the increase in net
revenues reflecting the favorable impact on margins that the change in
product mix is having on operations.

General and administrative expenses increased $111,818 or 25.3% in
fiscal 1997 when compared to fiscal 1996. The increase was primarily
related to additional salaries and related costs incurred to support the
additional facilities taken on during the year.

<PAGE>

RESULTS OF OPERATIONS - FOR THE YEAR ENDED JUNE 30, 1996 COMPARED TO THE
YEAR ENDED JUNE 30, 1995.

Net revenues increased $1,550,751 or 45.7% for the year ended June 30,
1996 in comparison to the year ended June 30, 1995. The increase resulted
from the net addition of three (3) new locations during the year in which
the Company was successful in winning contracts to manage food service and
canteen primarily in commercial facilities. The Company has been seeking
new venues in food service to expand its market base of operations. In
keeping with its operational objectives, the Company successfully
negotiated and secured a multi-year contract to provide "up-scale" special
event and catering services to the "Laurel View Country Club," located in
Hamden, Connecticut. This account has had a very positive impact on both
the public and corporate image of the Company.

Cost of goods sold increased $1,454,477 in the year ended June 30,
1996 in comparison to the same period in 1995. This increase represented
a 48.4% increase which was greater than the percentage increase in sales.
Food and supply purchases were higher than normal due to initiating
contracts with several new vendors and not having the opportunity to
arrange longer-term supply agreements. Further, overhead expenses reflect
higher levels than expected due to the volume on new locations and the
extra start-up expenses associated with some of those locations.

General and administrative expenses increased $45,837 or only 11.6%
when compared to expenses of the same period in the prior fiscal year
reflecting a stable cost environment for these expenses in a period of
rapid expansion. This period of stable general and administrative expenses
resulted from rigid cost controls implemented by management to partially
offset the severe pressure on overhead expenses due to expansion of
facilities under management.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity as evidenced by its current ratio has
continued to improve. The current ratio at December 28, 1997, June 29,
1997, June 30, 1996 and 1995 was 1.050:1, .968:1, .876:1 and .680:1,
respectively. This improving condition is due to increasing profitability;
however, management of other balance sheet items has also contributed to
the improvement.

Cash flows from operating activities for the six month period ended
December 28, 1997 amounted to $34,041 primarily resulting from earnings
during the period. Investment in property and equipment in the amount of
$21,613 and net repayments of debt of $25,978 combined to result in an
overall decrease in cash for the period of $13,550.

Cash flows from operating activities in fiscal 1997 amounted to
$184,610. The positive cash flow was primarily due to net income ($86,543)
and non-cash expenditures such as depreciation and amortization of
($82,299). The remainder, $15,768 resulted from management of other
current asset and liability items during the period. Cash flows from
investing activities for the year ended June 29, 1997 reflected an outflow
of $68,543 reflecting a net investment in new equipment to support the
expansion to new facilities.

<PAGE>

Cash flows from financing activities also resulted in a net outflow of
cash of $48,692 representing a net repayment of debt when considering the
additional financing and repayment of existing notes.

The net effect of all these events resulted in increasing cash by
$67,375 for the year and achieving an ending cash balance of $140,121 at
June 29, 1997.

Net cash flows for the year ending June 30, 1996 resulted in a
negative change in cash for the year of $37,917. Although operating
activities contributed $34,139 due principally to net earnings for the
year, purchases of equipment to support the rapid expansion of facilities
under management amounted to $110,259 and exceeded the net financing
activities of the Company for the same period of $38,203.

SEASONABILITY

The Company's business is somewhat seasonal in nature. Many of the
Company's corporate customers are slower in the summer months due to
vacation schedules of their employees and shift reductions. Special events
catering tends to peak at various times of the year depending on corporate
meetings, holiday parties and the frequency of weddings and special events.
The Company adjusts its labor staffing and inventories as necessary during
these periods.

COMMITMENTS

The Company leases its office facility under the terms of a month-to-
month lease agreement with a monthly payment of $1,575. The Company also
maintains food service facilities at a number of locations pursuant to its
contracts with the building owners. In addition, the Company also pays
monthly rental charges of $2,100 to the Town of Hamden for use of the
Laurel View Country Club food service and banquet facility.

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar
normal business activities.

Based on a recent assessment, the Company, in its present status,
determined that it will not be required to modify or replace significant
portions of its software so that its computer systems will properly utilize
dates beyond December 31, 1999.

<PAGE>

THE COMPANY

GENERAL

The Company is a regional contract food service management company.
A majority of corporate revenues are from sales related to the management
of corporate cafeterias and restaurants, home meal replacement and catering
in single tenant and multi-tenant office buildings. The balance of
revenues are derived from the maintenance of vending machines and coffee
service at select facilities. The Company concentrates on small- to
medium-size clients generating from $500,000 to $2 million per location in
annual food sales. Management believes that these middle market facilities
generally provide greater profit margins and present the opportunity to
provide a variety of food related services. The Company endeavors to be
the exclusive food provider at each facility served, thereby being able to
control the quality of food and service at each location.

Various marketing and operating strategies are currently being used by
the Company to provide an umbrella of food services at each customer
facility ranging from basic corporate cafeteria dining, office coffee,
vending machines, special events catering and home meal replacement
programs. The Company believes this strategy has been important factor in
the Company's growth and in attracting large, corporate clients with
multiple needs. Through its on-site account managers and employees, the
Company endeavors to provide high quality food and client satisfaction
while controlling labor costs and overhead.

The Company will attempt to increase its revenues through acquisition
of small- to medium-sized food service providers currently operating in
different geographical locations and dining markets not currently being
served by the Company. The Company believes the increase in revenues will
be coupled with a overall reduction in per unit food costs and the
combination of general and administrative expenses. The Company has not,
as of the date of this Report, entered into any agreements in this regard
and no assurance can be given that the Company will be successful in
seeking suitable acquisitions.

The Company currently has operations in Connecticut, New York and New
Jersey and, in the near future, intends to expand to Illinois and Florida.

HISTORY

The Company was formed as a Delaware corporation on February 6, 1986
under the name University Dining Services, Inc. Its initial business was
providing food service to colleges and preparatory schools in the New
England area. After several years, the Company determined it was more
profitable to provide food to larger, more densely populated customer
bases. Accordingly in 1992, it shifted its focus to becoming a full
service food management company specializing in employee dining in large
office complexes and providing special events catering. In 1997 a home
meal replacement program, the HOMEfood MARKET," was developed to meet the
demand from individuals for complete home meals, to enhance existing
corporate dining facilities and to increase revenues without significantly
increasing overhead costs at each location.

<PAGE>

In February 1988, the Company conducted a public offering and sold
5,000,000 shares of its Common Stock to the general public. In February
1998, the Company effected a 100 to 1 reverse split of its then outstanding
shares and to insure continuity of management, in March 1998, issued
700,000 shares of Series A Preferred Shares to its Officers and Directors.
In addition, the Company entered into five (5) year employment agreements
with its founders and key employees, Geoffrey W. Ramsey and David J.
Murphy.

INDUSTRY OVERVIEW

In 1996, the United States food service industry had annual revenues
in excess of approximately $100 billion and $40 billion in the corporate
services and educational markets. The balance of annualized revenues are
concentrated in the areas of hospital/health care, correctional facilities,
military facilities and transportation facilities. Additionally, the home-
meal replacement industry is rapidly growing with annual sales estimated to
range from $80 billion to $150 billion. Industry contracting revenues have
continued rising since 1996 and are expected to continue to rise in 1998.
The four largest nationals (Marriott, Aramark, CompassUSA, and Sodexho)
produced double-digit revenue gains of 15% adding more than 1,500 accounts
in 1996.

The United States food service market is characterized by a large
concentration of corporate and industry populations in a multitude of
strategic geographical locations. The Company's primary geographical area
of operations is located in the Southern New England and New York
marketplace. This area is believed to have the largest financial segment
of the industry, with a high population density, numerous corporate office
parks, industrial facilities and concentration of mid-size and large
corporations.

BUSINESS STRATEGY

The Company has developed a program known as "Food Serve 2000," which
is a comprehensive plan of evaluating all existing food operations, in an
attempt to maximize customer satisfaction. Management, on a monthly basis,
studies the basic elements of its food service at each location, including
traffic flows, waiting times, food presentation, menu variety, nutritional
assessment, work preparation and labor qualifications. In addition, on-site
food managers maintain strict cost containment policies, nutritional
programs for better health, custom designed menus to meet regional and
ethnic tastes and facilities enhancement with state-of-the-art equipment.
Each facility is then reviewed by management and the client to select the
best possible combination of food and service.

In addition to the acquisition strategy described below, the Company
anticipates adding new sales representatives in Metro New York, New Jersey
and Pennsylvania to actively promote the Company's innovative marketing
program including the home-meal replacement program, the "HOMEfood MARKET."
The Company believes the HOMEfood MARKET gives it a strategic time
advantage over its national competitors who have not developed home-meal
programs tied to their client contracts. To increase the existing client
base, the Company is actively seeking customers in contiguous geographical
locations and is presently negotiating with a large property owner and
developer in New Jersey to operate complete food service and catering in
the Twin Towers in Metro Park, and in several other of that developer's
buildings.

<PAGE>

The Company continues to evaluate and improve its internal operational
procedures and develop new procedures for product presentation. Often
times this requires retaining existing personnel or acquiring specialized
equipment such as pizza ovens. The Company attempts to achieve a
continuing level of employee satisfaction with programs for training,
providing high wages and retirement benefits together with a seniority and
stable working conditions. The Company believes employee satisfaction will
result in improved and more consistent service for its clients.

OPERATIONS

The Company's primary emphasis has, and will be, on large corporate
accounts. These types of accounts present the opportunity to provide a
wide variety of food services in a single location to a select group
ranging from vending machines to cafeteria services to special event
catering. Typically, the Company is the exclusive provider of all
available food and beverages and is responsible for the hiring and training
of personnel at each location. On-site managers are selected for each
facility who then, in turn, work closely with the Company's management to
ensure continuing food quality and customer satisfaction.

Each new account is assigned to a member of management who develops a
comprehensive plan to meet that specific client's needs, which can include
the Company being able to provide customized food service for up to 3,000
employees for larger clients. As discussed herein, the HOMEfood MARKET was
developed in direct response to the need of certain clients to feed several
work shifts with different types of quality food at times of the day when
a normal cafeteria operation would not be available.

An operating strategy is then formulated after extensive interviews
and on-site visits. Various factors are considered to maximize the
Company's profits without sacrificing client satisfaction. Each strategy
includes a thorough review of labor and product costs, facility design,
menu design, training and recruiting, specialized needs and equipment
needs. Thereafter, the strategy is continually reviewed to monitor client
employee satisfaction, changing food requirements and quality of food and
service. Additional services are added as demand changes including the
addition of vending machines, catering facilities and food selection
upgrades.

MARKETING

The Company selectively bids for privately owned facility contracts
and contracts awarded by governmental and quasi-governmental agencies.
Other potential food service contracts come to the Company's attention
through direct contact with a customer, by mail and telephone, from
conversations with suppliers, such as purveyors and vending machine
suppliers, and state listings. New clients require the Company to submit
a bid and make a proposal encompassing, among other things, a capital
investment and other financial terms. In certain cases, a private-facility
owner may choose to negotiate with the Company exclusively for a period of
time and during the bidding process, the Company expends a great deal of
time and effort preparing proposals and negotiating contracts.

<PAGE>

To attract typical office buildings as clients, the Company is
constantly attempting to upgrade its food service and provide upscale,
quality foods. To the extent employees are able to satisfy their food
needs at the employer's location, the less time employees are away from
their office setting which results in an increase in corporate and
individual productivity. Further, if the Company can satisfy the employees
with diverse and high-quality food items, employers are often willing to
subsidize a portion of the costs.

The Company believes that food service contracting in its business
segments is far from saturated. The Company believes that it can compete
with even the largest of its competitors because it provides direct
personal contact with its clients two or three times a week, offers
flexible menus to meet customer's desires, and intensively trains its unit
managers.

HOMEFOOD MARKET

In February 1996, the Company introduced the HOMEfood MARKET program
as its version of home meal replacement for client employees and building
tenants working different shifts and as a convenience to employees on their
way home. Home meal replacement is broadly defined as a retail food
service that replaces home-style, cooked meals and which is made from
scratch but has the convenience of fast food. This type of food service
ranges from parts of meals, like salads, to complete meals such as a turkey
dinner with gravy and side dishes. Home-style meals also require some sort
of further processing by the customer, such as reheating or finishing, at
home.

HOMEfood MARKET provides a convenient way to assemble fresh,
convenient meals at home which are fully prepared and ready to heat and
serve. The Company prepares part of the menu in its on-site kitchen while
a number of branded items are made off-site, like DeLuca Italian entrees,
then placed in microwavable containers that can be heated and served
quickly. The menu offers a variety of branded Italian entrees, whole
rotisserie chickens, chicken dinners, sandwich roll-ups, sandwiches and
salad entrees.

The Company believes that the availability of the HOMEfood MARKET was
instrumental in the Company obtaining its contract with Bloomingdale's By
Mail, Ltd., ("Bloomingdale's") in Cheshire, Connecticut. The HOMEfood
MARKET provides Bloomingdale's daytime employees the opportunity to have a
pre-cooked meal for dinner and its late shift employees with a complete
meal.

The Company believes that variety and freshness are the primary
factors influencing customer satisfaction and frequency of visits.
Accordingly, the Company continually evaluates the HOMEfood MARKET menu,
including price, in an attempt to maximize the success of the program.

MAJOR CONTRACTS

The Company is a party to a number of large, multi-year contracts
among its' twenty-two (22) separate customers. Some of the larger
contracts include Pitney Bowes Corp., of Stamford, Connecticut (currently
3 locations with over 3,000 employees), Oxford Health Plans, Inc., of White
Plains, New York (currently 5 locations with over 4,000 employees), and Ft.
James Paper

<PAGE>

Co., of Norwalk, Connecticut (with over 1,000 employees). Near future
expansion plans include the opening of a new facility in Twin Towers in
Metro Park, New Jersey (approximately 2,500 employees by April 1, 1998).

In 1995, the Company entered into a contract with the city of Hamden,
Connecticut to manage a banquet facility and club bar at the Laurel View
Country Club, a full service country club with golf course. Laurel View
provides an excellent location for large banquet service events such as
weddings, class reunions and other large events. Revenues from this
facility increase significantly in the summer months with weddings and
golfing events. The Company's original one-year contract was extended for
a three-year period commencing June 1997.

ACQUISITION STRATEGY

COMPETITION

The Company encounters significant competition in each area of the
contract food service market in which it operates. Food service companies
compete for clients on the basis of quality and service standards, local
economic conditions, innovative approaches to food service facilities
design and maximization of sales and price (including the making of loans,
advances and investments in client facilities and equipment). Competition
may result in price reductions, decreased gross margins and loss of market
share. Certain of the Company's competitors compete with the Company on a
national basis and have greater financial and other resources than the
Company. In addition, existing or potential clients may elect to "self
operate" their food service, eliminating the opportunity for the Company to
compete for the account. There can be no assurance that the Company will
be able to compete successfully in the future or that competition will not
have a material adverse effect on the Company's business, financial
condition or results of operations.

GOVERNMENT REGULATION

The Company's business is subject to various governmental regulations
including environmental employment and safety regulations. In addition,
the Company is subject to state health department regulations with yearly
inspections. Food service operations at the various locations are subject
to various sanitation and safety standards and state and local licensing of
the sale of food products. Compliance with these various regulations are
not material; however,

<PAGE>

there can be no assurance that additional federal and state legislation or
changes in regulatory implementation will not limit the activities of the
Company in the future or increase the cost of regulatory compliance.

In addition, the Company has a liquor license at its Laurel View
facility and, accordingly is subject to the liquor license requirements in
the state of Connecticut. Typically, liquor licenses must be renewed
annually and may be revoked or suspended for cause at any time. Alcoholic
beverage control regulations relate to numerous aspects of the Company's
operations, including minimum age of patrons and employees, hours of
operation, advertising, wholesale purchasing, inventory control and
handling, and storage and dispensing of alcoholic beverages. The Company
has not encountered any material problems relating to its alcoholic
beverage license to date. The failure to retain the liquor license at
Laurel View could adversely affect the Company's business and ability to
obtain such a license elsewhere.

The Company is subject to "dram-shop" statute. This type of statute
generally provides to a person injured by an intoxicated person the right
to recover damages from an establishment which wrongfully served alcoholic
beverages to the intoxicated individual. The Company carries liquor
liability coverage as part of its existing comprehensive general liability
insurance which it believes is adequate. While the Company maintains such
insurance, there can be no assurance that such insurance will be adequate
to cover any potential liability or that such insurance will continue to be
available on commercially acceptable terms. See "RISK FACTORS - Government
Regulation."

EMPLOYEES

As of April 1, 1998, the Company has 140 full-time employees,
including Geoffrey Ramsey, David Murphy and Anne Ramsey, Officers and
Directors of the Company and 25 part-time employees employed for special
occasions and seasonal busy times.

The Company employs district managers with strong sales and
administrative backgrounds. These managers are responsible for overseeing
the accounts in their region, as well as forecasting the budget for each
account. To assist each district manager is a food service director in
each cafeteria. The food service director is responsible for the day-to-day
activities of the account. In the smaller accounts, a chef/manager
will perform these duties. The supporting cast in each cafeteria may
include an executive chef, sous chef, grill cook, deli servers, cashiers,
dishwashers, catering personnel and general kitchen help.

The hiring philosophy for Host America is to employ managers, chefs
and cooks who are graduates of a culinary school or graduates with a degree
in Hotel and Restaurant management. Other employees are hired locally and
are trained on-site by the Company's food service directors, chef/managers
and/or district mangers.

<PAGE>

MANAGEMENT

The following table sets forth the names and positions of the
Directors, Executive Officers and key employees of the Company.

Name Age Position Tenure as Officer or Director
- ---- --- -------- -----------------------------

Geoffrey W. Ramsey 47 President, Treasurer March, 1986 to present
and a Director

David J. Murphy 40 Vice President and March, 1986 to present
a Director

Anne L. Ramsey 50 Secretary and a March, 1986 to present
Director

Thomas P. Eagan, Jr. 54 Director March, 1986 to present

Robert C. Vaughan 63 Director February, 1998 to present

Patrick J. Healy 48 Director February, 1998 to present

John D'Antona 49 Director February, 1998 to present
_____________________

All Directors hold office until the next annual meeting of
shareholders or until their successors have been duly elected and
qualified. Executive officers of the Company are appointed by and serve at
the discretion of the Board of Directors. The Board of Directors has
appointed a compensation committee and an audit committee for the upcoming
fiscal year.

The following sets forth biographical information concerning the
Company's Directors and Executive Officers for at least the past five
years. All of the following persons who are Executive Officers of the
Company are full time employees of the Company.

GEOFFREY W. RAMSEY, the Company's co-founder, has been the President,
Treasurer and a Director of the Company since March, 1986. Mr. Ramsey has
more than 25 years experience in the food service industry. Currently, he
is responsible for the day-to-day management of all marketing and sales
activities for the Company. Since its inception, he has successfully
negotiated and opened more than eighteen self-sustaining and profitable
business accounts. He has secured major business and industrial accounts
from national competitors like Marriott, ARA, Canteen, Service America and
other competitors throughout Connecticut and New York. He has developed a
comprehensive sales program for manual dining operations, vending and other
ancillary services. Prior to 1986, Mr. Ramsey operated a number of diverse
food service operations. These included the University of New Haven,
Southern Connecticut State University, Choate School and others. Mr.
Ramsey was Personnel and Training Specialist for ARA Services and has a
B.S. degree from the University of New Haven and a A.A.S. degree from the
Culinary Institute of America.

<PAGE>

DAVID J. MURPHY, a co-founder of the Company, has been Vice President
and a Director of the Company since March, 1986. Mr. Murphy has more than
20 years experience in the industry. Since its inception, he has
successfully hired employees, opened and operated more than 18 business
dining cafeterias and vending services. In addition, he has successfully
implemented a computerized purchasing and inventory tracing system for the
main warehouse and satellite units. Further, he established vending,
office coffee and water service for 35 site locations. Prior to 1986, Mr.
Murphy served as the Food Service Director of Greater Hartford Community
College, Hartford, Connecticut. From 1984 to 1986 he was the Operations
Manager for Campus Dining at the University of New Haven and served as
Adjunct Professor in the Hotel, Restaurant and Tourism School. From 1983
to 1984 he was involved in operations at Hamilton College, Clinton, New
York and Fairleigh Dickinson University, Madison, New Jersey. Mr. Murphy
received his B.S. degree in International Business from Quinnipiac College,
Hamden, Connecticut, and a certificate in Exporting Marketing from the same
college. He has also completed post graduate courses in business. Mr.
Murphy is a member of the National Restaurant Association and the National
Association of College and University Food Services and is listed in 1986-
1987 Directory of Hospitality Educators.

ANNE L. RAMSEY has been the Secretary and a Director of the Company
since March, 1986. Along with her duties as Corporate Secretary, Ms.
Ramsey serves as a District Supervisor and is responsible for seven Host
America facilities in Connecticut. Ms. Ramsey developed and implemented
many of the Company's operational control systems and successfully
computerized the sales system. Prior to 1986, she was Vice President of
Operations for Comstock Leasing, Inc. in San Mateo, California from 1984 to
1985. From 1980 to 1984, she was Operations Manager for Comstock Leasing.

THOMAS P. EAGAN, JR. has been a Director of the Company since
November, 1988. He has been employed as a sales representative with
Eastern Bag & Paper Co., Inc., Bridgeport, Connecticut since May, 1979.
From February, 1972 to May 1979, Mr. Eagan owned and operated Purifier
Systems, Inc., Hamden, Connecticut, a wholesale paper distributor. From
January 1972 to February, 1973, Mr. Eagan was Regional Manager for Piedmont
Capital Corp., a mutual fund life insurance underwriter located in
Woodbridge, Connecticut. In this capacity, Mr. Eagan supervised Piedmont's
Financial Planners and District Managers in southern Connecticut. Mr.
Eagan studied Business Administration at Quinnipiac College, Hamden,
Connecticut.

ROBERT C. VAUGHAN has served as a Director of the Company from
February 1998 to the present. Mr. Vaughan has served as a chief financial
officer or chief operating officer with numerous firms over the past twenty
years. From 1981 to present, Mr. Vaughan has managed the Orbis Group, a
business consulting firm in Phoenix, Arizona providing merger and
acquisition marketing, finance and other services. In addition, from 1994
to 1997, Mr. Vaughan was Director of Mergers and Acquisitions for Touch
Tone America, a public long distance telecommunications firm in Phoenix,
Arizona.

PATRICK J. HEALY PH.D has been a Board Member of the Company since
February of 1998. He is the Vice President for Finance and Administration
for Quinnipiac College and has held this position for the past 10 years.
Mr. Healy is a Certified Management Accountant and holds a Bachelor of
Science Degree in Accounting, a Master Degree in Business Administration,

<PAGE>

Institute for Educational Management from Harvard University and a Ph.D. in
Educational leadership Higher Education Administration from the University
of Connecticut. Mr. Healy is also a board member for the Leukemia Society
of America, Central Connecticut Chapter of the Leukemia Society of America
and The Children's Corner.

JOHN D'ANTONA has served as a Director of the Company from February
1998 to present. Mr. D'Antona has 25 years experience in a variety of food
service marketing and sales positions with Tetley USA, a national food
service supplier. As Northeast Area Manager, he has distribution of coffee
and tea responsibility for the New England area of the United States.

BOARD COMMITTEES

The Audit Committee is presently composed of David J. Murphy, Robert
C. Vaughan and Patrick J. Healy. The Committee recommends to the Board the
firm to be employed as the Company's independent auditors and consults with
and reviews the reports of the Company's independent auditors and the
Company's internal financial staff.

The Compensation Committee is presently composed of Geoffrey W.
Ramsey, Thomas P. Eagan and John D'Antona. The Compensation Committee
assists the Board in establishing compensation for key employees.

LIMITED LIABILITY AND INDEMNIFICATION OF DIRECTORS

In accordance with the Delaware General Corporation Law, the Company
has included a provision in its Certificate of Incorporation to limit the
personal liability of its directors for violations of their fiduciary duty.
The provision eliminates directors liability to the Company or its
stockholders for monetary damages, except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper personal benefit.

Additionally, in accordance with the Delaware General Corporation Law,
the Company's Certificate of Incorporation and Bylaws indemnify its
directors against liability which they may incur in their capacity as a
director against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with threatened, pending or completed
civil, criminal, administrative, or investigative proceedings by reason of
the fact that he is or was a director, officer, employee, fiduciary or
agent of the Company if such director acted in good faith and in a manner
reasonably believed to be in the best interests of the Company.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.

<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation paid or accrued by the
Company for services of Geoffrey W. Ramsey, the Company's President, Chief
Executive Officer and Treasurer for the fiscal years ended June 30, 1995
and 1996 and June 29, 1997. No Officer received cash compensation in
excess of $100,000 during such fiscal years.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
---------------------------------------------------------------------------------------

Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Award(s) SARs outs sation
Position Year (1) ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey W. Ramsey 1997 $ 65,000 $ 0 $ 0 N/A -0- N/A $6,500(2)
President and 1996 $ 56,000 $ 0 $ 0 -- -0- -- $6,500(2)
Chief Executive 1995 $ 48,000 $ 0 $ 0 -- -0- -- $6,500(2)
Officer
</TABLE>
_________________________

(1) Periods presented are for the years ended June 29, 1997 and June 30,
1996 and 1995.
(2) The Company pays Mr. Ramsey's life insurance policy and car allowance
valued at approximately $6,500 per year. Under Mr. Ramsey's
employment agreement, he is also entitled to health and disability
insurance.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Messrs Ramsey
and Murphy, Officers and Directors of the Company, for five years
commencing February 19, 1998. Under the terms of the agreements, Messrs
Ramsey and Murphy receive annual salaries of $85,000 and $80,000,
respectively, which may be increased from time to time by the Company's
Compensation Committee or the Board of Directors, but shall not be
decreased without the consent of the employee. Both individuals receive an
expense account, an automobile expense account, related business expenses
and all benefits afforded other employees. The Company also provides
health, disability and insurance to each of these individuals.

In addition, Messrs Ramsey and Murphy each received 225,000 shares of
Series A Preferred Stock. Each share of Series A Preferred Stock is
convertible into one (1) share of the Company's Common Stock. However, in
the event the Company attains the following revenues and pre-tax earnings
during the following time period or fiscal year after the Effective Date of
this Prospectus, each share of Series A Preferred Stock shall be
convertible into the following number shares of Common Stock at no
additional cost to Messrs. Ramsey and Murphy.

<PAGE>

Number of
Pre-Tax Common
Incentive Period Revenues Earnings Shares
- ---------------- -------- -------- ------
15 Months After
Public Offering $20,000,000 $1,000,000 2.0 shares
Two Years
After Public Offering $40,000,000 $2,000,000 2.5 shares
Three Years
After Public Offering $75,000,000 $3,750,000 3.3 shares

Of the 225,000 shares of Series A Preferred Stock issued to each
Messrs. Ramsey and Murphy, up to 166,666 shares of Series A Preferred Stock
are convertible upon achieving the performance goals in accordance with the
aforesaid formula at the end of each Incentive Period. In the event the
Company does not attain any of the aforesaid goals, each share of Series A
Preferred Stock then outstanding shall automatically convert, at no
additional cost to the holder, into one (1) share of Common Stock five (5)
years from the Effective Date of this Prospectus. Each share of Series A
Preferred Stock has the same voting rights as a share of Common Stock.

Messrs Ramsey's and Murphy's employment under the employment
agreements may be terminated by them upon a change in control of the
Company which includes the sale of assets, disposition of equity
securities, merger or consolidation, tender offer or exchange, contested
election of directors and other corporate actions. In such event, these
individuals shall be entitled to receive their salaries and benefits for a
period through the second anniversary of the agreement or the expiration
date of the agreement term, whichever period is longer.

COMPENSATION OF DIRECTORS

Members of the Company's Board of Directors are compensated in their
capacities as Directors at the rate of $500 for each regularly scheduled
meeting. However, the Company reimburses all of its Officers, Directors
and employees for accountable expenses incurred on behalf of the Company.

STOCK OPTIONS

OPTIONS GRANTED

The following table sets forth the options that have been granted to
Geoffrey W. Ramsey, the Chief Executive Officer ("CEO") and President,
listed in the Summary Compensation Table as of June 30, 1997.

<PAGE>

Option/SAR Grants
-----------------
Individual Grants
- -------------------------------------------------------------------------

% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Share) Date
- ------ ------- ------------- --------- ----------

Geoffrey W. Ramsey 5,000 100% $5.00 3/01/07
______________________________

In August 1997, the Company granted options to purchase 1,000 shares
of Common Stock to two directors, Mr. Thomas P. Eagan, Jr. and Anne L.
Ramsey, respectively. Also in August 1997, the Company issued options to
purchase 5,000 shares of Common Stock to David J. Murphy, an Officer and
Director. The stock options are exercisable over a period of ten (10)
years at an exercise price of $5.00 per share. The options are subject to
certain adjustment provisions in the event of any stock dividends, reverse
splits and/or reclassifications of the Common Stock.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 1, 1998 the ownership of
the Company's Common Stock by (i) each Director of the Company, (ii) all
Executive Officers and Directors of the Company as a group, and (iii) all
persons known by the Company to own more than 5% of the Company's Common
Stock.

<TABLE>
<CAPTION>
Beneficial Ownership
Beneficial Ownership Beneficial Ownership Voting Preferred
Before Offering(1) After Offering(1) After Offering (2)
------------------ ----------------- ------------------
Name and Address Shares Percent Shares Percent Shares Percent
- ---------------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey W. and 27,500 (3) 21.2% 17,500 (7) * 225,000 (2) 11.1%
Debra Ramsey
2 Broadway
Hamden, CT 06518-2697

David J. Murphy 23,700 (3) 18.2% 13,700 (7) * 225,000 (4) 11.1%
2 Broadway
Hamden, CT 06518-2697

Anne L. Ramsey 1,400 *% 1,400 * 0 *
2 Broadway
Hamden, CT 06518-2697

Thomas P. and Irene 12,000 (5) 9.2% 2,000 (7) * 100,000 (5) 4.9%
Eagan
11 Woodhouse Avenue
Northford, CT 06472

Robert C. Vaughan 0 (6) * 0 * 150,000 (6) 7.4%
2 Broadway
Hamden, CT 06518-2697

Patrick J. Healy 100 * 100 * 0 *
2 Broadway
Hamden, CT 06518-2697

John D'Antona 0 * 0 * 0 *
2 Broadway
Hamden, CT 06518-2697

All Executive Officers
and Directors as a
group (7 persons) 64,700 49.8% 34,700 2.6% 700,000 34.5%

</TABLE>

<PAGE>

________________________________
* Less than 1%

(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting
and investment power with respect to all such shares. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but are not deemed outstanding for the purpose
of calculating the number and percentage owned by each other person
listed.
(2) Calculated on the basis that a total of 1,330,000 shares of Common
Stock are issued and outstanding and 700,000 shares of voting Series
A Preferred are outstanding. See "DESCRIPTIONS OF SECURITIES - Series
A Convertible Preferred Stock."
(3) Mr. Ramsey is the beneficial owner of options to purchase 5,000 shares
of Common Stock and of 225,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."
(4) Mr. Murphy is the beneficial owner of options to purchase 5,000 shares
of Common Stock and of 225,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."
(5) Mr. Eagan is the beneficial owner of options to purchase 1,000 shares
of Common Stock and of 100,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."
(6) Mr. Vaughan is the beneficial owner of 150,000 shares of Series A
Preferred which has full voting rights and converts after a five (5)
year period to 225,000 shares of Common Stock. Additional shares of
Common Stock may be issued earlier if certain performance goals are
achieved. See "DESCRIPTIONS OF SECURITIES - Series A Convertible
Preferred Stock."
(7) Messrs Ramsey, Murphy and Eagan intend to each sell 8,000 of their
shares of the Company's Common Stock pursuant to this Prospectus in
the event the Underwriter exercises its overallotment option. See
"SELLING SHAREHOLDERS."

There is no arrangement or understanding known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change in control
of the Company.

<PAGE>

CERTAIN TRANSACTIONS

The Company has a note payable in the principal amount of $7,840 as of
December 28, 1997, to David J. Murphy, an Officer and Director of the
Company. The note is due upon demand; however, it is payable monthly based
on a twenty-year amortization. The interest rate ranges from 1% to 4.5%
over the bank's prime lending rate (9.5% to 10% at April 1, 1998).

On March 1, 1998, the Board of Directors authorized the issuance of
700,000 shares of Series A Preferred shares to Geoffrey W. Ramsey
(225,000), David J. Murphy (225,000), Thomas P. Eagan, Jr. (100,000) and
Robert C. Vaughan (150,000). The shares were issued to create performance
goals for management and their continued employment over the next five (5)
years. See "DESCRIPTION OF SECURITIES - Series A Convertible Preferred
Stock" for a description of the conversion rights of the Series A
Preferred.

DESCRIPTION OF SECURITIES

As of the date of this Prospectus, the authorized capital stock of the
Company consists of 80,000,000 shares of Common Stock, $.001 par value per
share, and 2,000,000 shares of Series A Preferred Stock, $.001 par value.

COMMON STOCK

All outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable. Holders of Common Stock are entitled
to receive dividends, when and if declared by the Board of Directors, out
of funds legally available therefore and to share ratably in the net assets
of the Company upon liquidation. Holders of Common Stock do not have
preemptive or other rights to subscribe for additional shares, nor are
there any redemption or sinking fund provisions associated with the Common
Stock. There are currently 130,000 shares of Common Stock outstanding
owned by approximately 160 persons and/or entities.

Holders of Common Stock are entitled to one vote per share on all
matters requiring a vote of shareholders. Since the Common Stock does not
have cumulative voting rights in electing directors, the holders of more
than a majority of the outstanding shares of Common Stock voting for the
election of directors can elect all of the directors whose terms expire
that year, if they choose to do so.

There currently exists no trading market for the Company's Common
Stock.

PREFERRED STOCK

The Board of Directors of the Company is empowered, without approval
of the Company's shareholders, to cause up to 1,300,000 shares of Preferred
Stock to be issued in one or more series and to establish the number of
shares to be included in each such series and the designations,
preferences, limitations and relative rights, including voting rights, of
the shares of any series. Because the Board of Directors has the power to
establish the preferences and rights of each series, it may afford the
holders of any series of Preferred Stock preferences,

<PAGE>

powers and rights, voting or otherwise, senior to the rights of holders of
Common Stock. This includes, among other things, voting rights, conversion
privileges, dividend rates, redemption rights, sinking fund provisions and
liquidation rights which shall be superior to the Common Stock. The
issuance of shares of Preferred Stock could have the effect of delaying or
preventing a change in control of the Company. With the exception of the
Series A Preferred described below, no shares of Preferred Stock will be
outstanding at the close of this Offering, and the Board of Directors has
no current plans to issue any shares of Preferred Stock. The Company has
agreed with the Underwriter not to issue any additional Preferred Stock for
a three year period from the Effective Date of this Prospectus without the
Underwriter's written consent.

SERIES A CONVERTIBLE PREFERRED STOCK

There are currently 700,000 shares of Series A Preferred Stock issued
to four (4) of the Company's Officers and Directors. Each share of Series
A Preferred Stock is convertible into one (1) share of the Company's Common
Stock. However, in the event the Company attains the following revenues
and pre-tax earnings during the following time periods or fiscal years from
the Effective Date of this Prospectus, each share of Series A Preferred
Stock shall be convertible into the following number shares of Common Stock
at no additional cost to the holders of the Series A Preferred Stock:

Of the 700,000 shares of Series A Preferred Stock to be issued to the
Company's Officers and Directors, up to 233,333 shares of Series A
Preferred Stock are convertible upon achieving the performance goals in
accordance with the aforesaid formula at the end of each Incentive Period.
In the event the Company does not attain any of the aforesaid goals, each
share of Series A Preferred Stock then outstanding shall automatically
convert, at no additional cost to the holder, into one (1) share of Common
Stock five (5) years from the Effective Date of this Prospectus. Each
share of Series A Preferred Stock has the same voting rights as a share of
Common Stock.

The Series A Preferred Stock is voting and each share of Series A
Preferred is equal to one share of Common Stock. Further, the Series A
Preferred has no liquidation or other priorities over the Company's Common
Stock.

VOTING REQUIREMENTS

The Certificate of Incorporation requires the approval of the holders
of a majority of the Company's voting securities for the election of
directors and for certain fundamental corporate actions, such as mergers
and sales of substantial assets, or for an amendment of the Certificate of
Incorporation. There exists no provision in the Certificate of
Incorporation or Bylaws that would delay, defer or prevent a change in
control of the Company.

<PAGE>

TRANSFER AGENT

The transfer agent and registrar for the Company's Common Stock and
the Warrant Agent is American Securities Transfer, Inc., 1825 Lawrence
Street, Suite 444, Denver, Colorado 80202. Its telephone number is (303)
234-5300.

WARRANTS

The following is a brief summary of certain provisions of the Warrants
and is qualified in all respects by reference to the actual text of the
Warrant Agreement between the Company and American Securities Transfer,
Inc. (the "Warrant Agent").

EXERCISE PRICE AND TERMS. Each Warrant entitles the holder thereof to
purchase, at any time from the Effective Date of this Prospectus through
the fifth anniversary of the Effective Date of this Prospectus, one share
of Common Stock at a price of $5.00 per share, subject to adjustment in
accordance with the anti-dilution and other provisions referred to below.

The holder of any Warrant may exercise such Warrant by surrendering
the certificate representing the Warrant to the Warrant Agent, with the
subscription form on the reverse side of such certificate properly
completed and executed, together with payment of the exercise price. The
Warrants may be exercised at any time in whole or in part at the applicable
exercise price until expiration of the Warrants five years from the
Effective Date of this Prospectus. No fractional shares will be issued
upon the exercise of the Warrants.

Commencing after the Effective Date of this Offering, the Warrants are
subject to redemption by the Company at $0.25 per Warrant on 30 days'
written notice if the closing bid or trading price of the Company's Common
Stock, as applicable, over 30 consecutive days ending within 10 days of the
notice of redemption averages at least $10.00. The Company is required to
maintain an effective registration statement with respect to the Common
Stock underlying the Warrants at the time of redemption of the Warrants.
In the event the Company exercises the right to redeem the Warrants, such
Warrants will be exercisable until the close of business on the date for
redemption fixed in such notice. If any Warrant called for redemption is
not exercised by such time, it will cease to be exercisable and the holder
will be entitled only to the redemption price. Redemption of the Warrants
could force Warrant holders either to (i) exercise the Warrants and pay the
exercise price thereof at a time when it may be less advantageous
economically to do so, or (ii) accept the redemption price in consideration
for cancellation of the Warrant, which could be substantially less than the
market value thereof at the time of redemption redeemed without consent.
Prior to the first anniversary of the Effective Date, the Warrants will not
be redeemable by the Company without the written consent of the
Underwriter.

The exercise price of the Warrants bears no relation to any objective
criteria of value and should in no event be regarded as an indication of
any future market price of the Securities offered hereby.

The Company has authorized and reserved for issuance a sufficient
number of shares of Common Stock to accommodate the exercise of all
Warrants to be issued in this offering. All

<PAGE>

shares of Common Stock to be issued upon exercise of the Warrants, if
exercised in accordance with their terms, will be validly issued, fully
paid and non-assessable.

ADJUSTMENTS. The exercise price and the number of shares of Common
Stock purchasable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events, including stock dividends, stock
splits, combinations or reclassification of the Common Stock, or sale by
the Company of shares of its Common Stock (or other securities convertible
into or exercisable for Common Stock) at a price per share or share
equivalent below the then-applicable exercise price of the Warrants or
then-current market price of the Common Stock. Additionally, an adjustment
would be made in the case of a reclassification or exchange of Common
Stock, consolidation or merger of the Company with or into another
corporation, or sale of all or substantially all of the assets of the
Company, in order to enable Warrant holders to acquire the kind and number
of shares of stock or other securities or property receivable in such event
by a holder of that number of shares of Common Stock that would have been
issued upon exercise of the Warrant immediately prior to such event. No
adjustments will be made until the cumulative adjustments in the exercise
price per share amount to $.05 or more. No adjustment to the exercise
price of the shares subject to the Warrants will be made for dividends
(other than stock dividends), if any, paid on the Common Stock or for
securities issued pursuant to conversion of the Series A Preferred Stock or
pursuant to the Company's Stock Option Plan or other employee benefit plans
of the Company, or upon exercise of the Warrants, the Underwriter's Warrant
or any other options or warrants outstanding as of the Effective Date of
this Prospectus.

TRANSFER, EXCHANGE AND EXERCISE. The Warrants are in registered form
and may be presented to the Warrant Agent for transfer, exchange or
exercise at any time prior to their expiration date five years from the
Effective Date of this Prospectus, at which time the Warrants become wholly
void and of no value. If a market for the Warrants develops, the holder
may sell the Warrants instead of exercising them. There can be no
assurance, however, that a market for the Warrants will develop or
continue. If the Company is unable to qualify for sale in particular
states the Common Stock underlying the Warrants, holders of the Warrants
residing in such states and desiring to exercise the Warrants will have no
choice but to sell such Warrants or allow them to expire.

WARRANT HOLDER NOT A SHAREHOLDER. The Warrants do not confer upon
holders any voting or any other rights as shareholders of the Company.

<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement,
Barron Chase Securities, Inc. (the "Underwriter") has agreed to purchase
from the Company an aggregate of 1,200,000 Shares and 1,200,000 Purchase
Warrants (collectively, the "Securities"). The Securities are offered by
the Underwriter subject to prior sale, when, as and if delivered to and
accepted by the Underwriter and subject to approval of certain legal
matters by counsel and certain other conditions. The Underwriter is
committed to purchase all Securities offered by this Prospectus, if any are
purchased (other than those covered by the Over-Allotment Option described
below).

The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Securities to the public at the offering prices set
forth on the cover page of this Prospectus. The Underwriter has advised
the Company that the Underwriter proposes to offer the Securities through
members of the National Association of Securities Dealers, Inc. ("NASD"),
and may allow concessions, in its discretion, to certain selected dealers
who are members of the NASD and who agree to sell the Securities in
conformity with the NASD's Conduct Rules. Such concessions will not exceed
the amount of the underwriting discount that the Underwriter is to receive.

The Company has granted to the Underwriter an Over-Allotment Option,
exercisable for 45 days from the Effective Date, to purchase up to an
additional 180,000 Shares (including up to an aggregate of 24,000 shares
from principal stockholders of the Company) and an additional 180,000
Purchase Warrants at the respective public offering prices less the
Underwriting Discounts set forth on the cover page of this Prospectus. The
Underwriter may exercise this option solely to cover overallotments in the
sale of the Securities being offered by this Prospectus.

Officers and directors of the Company may introduce the Underwriter to
persons to consider this Offering and to purchase Securities either through
the Underwriter or through participating dealers. In this connection, no
Securities have been reserved for those purchases and officers and
directors will not receive any commissions or any other compensation.

The Company has agreed to pay to the Underwriter a commission of ten
percent (10%) of the gross proceeds of this Offering (the "Underwriting
Discount"), including the gross proceeds from the sale of the Over-Allotment
Option, if exercised. In addition, the Company has agreed to pay
to the Underwriter the Non-Accountable Expense Allowance of three percent
(3%) of the gross proceeds of this Offering, including proceeds from any
Securities purchased pursuant to the Over-Allotment Option. The Company
has paid to the Underwriter a $50,000 advance in respect of the Non-
Accountable Expense Allowance. The Underwriter's expenses in excess of the
Non-Accountable Expense Allowance will be paid by the Underwriter. To the
extent that the expenses of the Underwriter are less than the amount of the
Non-Accountable Expense Allowance received, such excess shall be deemed to
be additional compensation to the Underwriter. The Underwriter has
informed the Company that it does not expect sales to discretionary
accounts to exceed five percent (5%) of the total number of Securities
offered by the Company hereby.

<PAGE>

The Company has agreed to engage the Underwriter as a financial
advisor at a fee of $108,000, which is payable to the Underwriter on the
Closing Date. Pursuant to the terms of a financial advisory agreement, the
Underwriter has agreed to provide, at the Company's request, advice to the
Company concerning potential merger and acquisition and financing
proposals, whether by public financing or otherwise. The Company has also
agreed that if the Company participates in any transaction which the
Underwriter has introduced in writing to the Company during a period of
five years after the Closing (including mergers, acquisitions, joint
ventures and any other business transaction for the Company introduced in
writing by the Underwriter), and which is consummated after the Closing
(including an acquisition of assets or stock for which it pays, in whole or
in part, with shares or other securities of the Company), or if the Company
retains the services of the Underwriter in connection with any such
transaction (an "Introduced Consummated Transaction"), then the Company
will pay for the Underwriter's services an amount equal to 5% of up to one
million dollars of value paid or received in the transaction, 4% of the
next million of such value, 3% of the next million of such value, 2% of the
next million of such value, and 1% of the next million dollars of such
value and of all such value above $4,000,000.

Prior to this Offering, there has been no public market for the shares
of Common Stock or the Purchase Warrants. Consequently, the initial public
offering prices for the Securities, and the terms of the Purchase Warrants
(including the exercise price of the Purchase Warrants), have been
determined by negotiation between the Company and the Underwriter. Among
the factors considered in determining the public offering prices were the
history of, and the prospects for, the Company's business, an assessment of
the Company's management, the Company's past and present operations, its
development and the general condition of the securities market at the time
of this Offering. The initial public offering prices do not necessarily
bear any relationship to the Company's assets, book value, earnings, or
other established criteria of value. Such prices are subject to change as
a result of market conditions and other factors, and no assurance can be
given that a public market for the Shares or the Purchase Warrants will
develop after the Closing, or if a public market in fact develops, that
such public market will be sustained, or that the Shares or the Purchase
Warrants can be resold at any time at the offering or any other price. See
"RISK FACTORS."

At the Closing, the Company will issue to the Underwriter and/or
persons related to the Underwriter, for nominal consideration, the Common
Stock Underwriter Warrants to purchase up to 120,000 shares of Common Stock
(the "Underlying Shares") and the Warrant Underwriter Warrants to purchase
up to 120,000 warrants (the "Underlying Warrants"). The Common Stock
Underwriter Warrants, the Warrant Underwriter Warrants and the Underlying
Warrants are sometimes referred to in this Prospectus as the "Underwriter
Warrants." The Common Stock Underwriter Warrants and the Warrant
Underwriter Warrants will be exercisable for a five-year period commencing
on the Effective Date. The initial exercise price of each Common Stock
Underwriter Warrant shall be $7.50 per Underlying Share (150% of the public
offering price). The initial exercise price of each Warrant Underwriter
Warrant shall be $.1875 per Underlying Warrant (150% of the public offering
price). Each Underlying Warrant will be exercisable for a five-year period
commencing on the Effective Date to purchase one share of Common Stock at
an exercise price of $7.50 per share of Common Stock. The Underwriter
Warrants will be restricted from sale, transfer, assignment or
hypothecation for a period of twelve months from

<PAGE>

the Effective Date by the holder, except (i) to officers of the Underwriter
and members of the selling group and officers and partners thereof; (ii) by
will; or (iii) by operation of law.

The Common Stock Underwriter Warrants and the Warrant Underwriter
Warrants contain provisions providing for appropriate adjustment in the
event of any merger, consolidation, recapitalization, reclassification,
stock dividend, stock split or similar transaction. The Underwriter
Warrants contain net issuance provisions permitting the holders thereof to
elect to exercise the Underwriter Warrants in whole or in part and instruct
the Company to withhold from the securities issuable upon exercise, a
number of securities, valued at the current fair market value on the date
of exercise, to pay the exercise price. Such net exercise provision has
the effect of requiring the Company to issue shares of Common Stock without
a corresponding increase in capital. A net exercise of the Underwriter
Warrants will have the same dilutive effect on the interests of the
Company's shareholders as will a cash exercise. The Underwriter Warrants
do not entitle the holders thereof to any rights as a shareholder of the
Company until such Underwriter Warrants are exercised and shares of Common
Stock are purchased thereunder.

The Underwriter Warrants and the securities issuable thereunder may
not be offered for sale except in compliance with the applicable provisions
of the Securities Act. The Company has agreed that if it shall cause a
post-effective amendment, a new registration statement, or similar offering
document to be filed with the Commission, the holders shall have the right,
for seven (7) years from the Effective Date, to include in such
registration statement or offering statement the Underwriter Warrants
and/or the securities issuable upon their exercise at no expense to the
holders. Additionally, the Company has agreed that, upon request by the
holders of 50% or more of the Underwriter Warrants during the period
commencing one year from the Effective Date and expiring four years
thereafter, the Company will, under certain circumstances, register the
Underwriter Warrants and/or any of the securities issuable upon their
exercise.

In order to facilitate the offering of the Common Stock and Purchase
Warrants, the Underwriter may engage in transactions that stabilize,
maintain or otherwise affect the price of the Common Stock and Purchase
Warrants. Specifically, the Underwriter may overallot in connection with
the Offering, creating a short position in the Common Stock and Purchase
Warrant for its own account. In addition, to cover overallotments or to
stabilize the price of the Common Stock and Purchase Warrant, the
Underwriter may bid for, and purchase, shares of Common Stock and Purchase
Warrants in the open market. Finally, the Underwriter may reclaim selling
concessions allowed to a dealer for distributing the Common Stock and
Purchase Warrant in the Offering, if the Underwriter repurchases previously
distributed Common Stock or Purchase Warrants in transactions to cover the
Underwriter's short position in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
Common Stock and Purchase Warrants above independent market levels. The
Underwriter is not required to engage in these activities, and may end any
of these activities at any time.

The Company has agreed to indemnify the Underwriter against any costs
or liabilities incurred by the Underwriter by reason of misstatements or
omissions to state material facts in connection with the statements made in
the Registration Statement filed by the Company with the Commission under
the Securities Act (together with all amendments and exhibits thereto, the

<PAGE>

"Registration Statement") and this Prospectus. The Underwriter has in turn
agreed to indemnify the Company against any costs or liabilities by reason
of misstatements or omissions to state material facts in connection with
the statements made in the Registration Statement and this Prospectus,
based on information relating to the Underwriter and furnished in writing
by the Underwriter. To the extent that these provisions may purport to
provide exculpation from possible liabilities arising under the federal
securities laws, in the opinion of the Commission, such indemnification is
contrary to public policy and therefore unenforceable.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to
copies of each such agreement which are filed as exhibits to the
Registration Statement. See "ADDITIONAL INFORMATION."

<PAGE>

SELLING SHAREHOLDERS

The following table sets forth the number and percentage of shares of
Common Stock that are being registered by this Prospectus for the account
of certain shareholders of the Company who acquired shares of the Company
when the Company was formed in 1986 ("Selling Shareholders"). The shares
will only be sold in the event the Underwriter exercises its overallotment
option. In the event the Underwriter does not elect to exercise the
overallotment option, these shares will be sold in accordance with Rule 144
and for a two year period with the consent of the Underwriter. The Company
has agreed to update the information contained in this Prospectus to
reflect any facts or events arising after the Effective Date of this
Prospectus, which, individually, or in the aggregate, represents a
fundamental change in the information set forth in this Prospectus and to
include any material information respecting a plan of distribution
materially different from the plan of distribution disclosed in this
Prospectus.

The Company also consents to the use of the Prospectus by the Selling
Shareholders in connection with sales of the Common Stock registered
hereunder.

<TABLE>
<CAPTION>
Number of Total Number
Shares of of Common Percentage of
Common Stock Shares Common Stock Total Amount Percentage
to be Owned Prior Owned Prior Owned After Owned After
Name Registered to Offering to Offering(1) Offering (2) Offering (1)(3)(4)
- ---- ---------- ----------- -------------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Geoffrey W. Ramsey 8,000 22,500 17.3% 14,500 *
David J. Murphy 8,000 18,700 14.3% 11,700 *
Thomas P. Eagan, Jr. 8,000 11,000 8.4% 3,000 *
-------- -------- --------
Totals 24,000 52,200 29,200
======== ======== ========
</TABLE>
_________________________________
* Less than 1%

(1) Based on 130,000 shares outstanding prior to this offering.
(2) Assumes that all shares are sold by the Selling Shareholders.
(3) Based on 1,330,000 shares outstanding.
(4) Does not include 700,000 shares of voting Preferred Shares which can
convert into 700,000 shares of Common Stock after five (5) years or
earlier if certain performance goals are achieved.

There are no contractual arrangements between or among any of the
Selling Shareholders and the Company with regard to the sale of the shares
and no professional underwriter in its capacity as such will be acting for
the Selling Shareholders.

In the event the Underwriter does not elect to exercise the
overallotment option, each Selling Shareholder has agreed in writing not to
sell, transfer or otherwise dispose of any other shares of their Common
Stock and/or Series A Preferred for a period of twenty four months (24)
from the Effective Date of this Prospectus without the prior written
consent of the Underwriter. The Company will not receive any proceeds from
the sale of the shares of Common Stock by the Selling Shareholders.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 1,330,000
shares of Common Stock outstanding, not including up to 2,310,000 shares
which may be issued to the holders of the 700,000 Series A Preferred Stock
under certain circumstances. Of the 130,000 shares presently outstanding,
52,600 shares of Common Stock are beneficially held by the Company's
Officers and Directors. Each of these individuals have agreed not to sell,
transfer, or otherwise dispose of any shares or options beneficially held
by them for twenty four months (24) from the Effective Date of this
Prospectus without the prior written consent of the Underwriter, except as
discussed above, see "SELLING SHAREHOLDERS." In addition, options and
warrants to purchase 1,452,000 shares of Common Stock will be outstanding,
including the public warrants of 1,200,000, the Underwriter's Warrants and
management stock purchase options of 12,000 shares. All shares of Common
Stock purchased in this offering will be freely transferable without
restriction or registration under the Securities Act, except to the extent
purchased or owned by "affiliates" of the Company as defined for purposes
of the Securities Act.

In general, under Rule 144 as currently in effect, a person who has
beneficially owned "restricted" securities for at least one year, including
persons who may be deemed to be "affiliates" of the Company, may sell
publicly without registration under the Securities Act, within any three-
month period, assuming compliance with other provisions of the Rule, a
number of shares that does not exceed the greater of (i) one percent of the
Common Stock then outstanding, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sale. A
person who is not deemed an "affiliate" of the Company and who has
beneficially owned shares for at least two years would be entitled to sell
such shares under Rule 144 without regard to the volume and other
limitations described above.

Prior to this offering, there has been no market for the Common Stock,
and no prediction can be made of the effect, if any, of future public sales
of "restricted" shares or the availability of "restricted" shares for sale
in the public market at the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of the Company's "restricted"
shares in any public market that may develop could adversely affect
prevailing market prices.

LEGAL PROCEEDINGS

The Company is not a party to, nor is it aware of, any threatened
litigation of a material nature.

LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for
the Company by John B. Wills, Esq., 410 17th Street, Suite 1940, Denver,
Colorado 80202. Certain legal matters will be passed upon for the
Underwriter by David A. Carter, P.A., 2300 Glades Road, Suite 210, West
Tower, Boca Raton, Florida 33431.

<PAGE>

EXPERTS

The financial statements of the Company as of and for the years ended
June 29, 1997 and June 30, 1996 appearing in this Prospectus have been
audited by DiSanto Bertoline & Company, P.C., independent auditors, as set
forth in their report thereon appearing elsewhere herein and are included
in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement under the Securities
Act of 1933, as amended with respect to the securities offered hereby with
the United States Securities and Exchange Commission ("SEC"), 450 Fifth
Street, N.W., Washington, D.C. 20549. This Prospectus, which is a part of
the Registration Statement, does not contain all of the information
contained in the Registration Statement and the exhibits and schedules
thereto, certain items of which are omitted in accordance with the rules
and regulations of the SEC. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement, including all exhibits and schedules therein, which
may be examined at the SEC's Washington, D.C. office, 450 Fifth Street,
N.W., Washington, D.C. 20549 without charge, or copies of which may be
obtained from the SEC upon request and payment of the prescribed fee.
Statements made in this Prospectus as to the contents of any contract,
agreement or document are not necessarily complete, and in each instance
reference is made to the copy of such contract, agreement or other document
filed as an exhibit to the Registration Statement, and each such statement
is qualified in its entirety by such reference. The Company is a reporting
company under the Securities Exchange Act of 1934, as amended, and in
accordance therewith in the future will file reports and other information
with the SEC. All of such reports and other information may be inspected
and copied at the public reference facilities maintained by the SEC at the
address set forth above in Washington, D.C. and at regional offices of the
SEC located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. In
addition, the Company intends to provide its shareholders with annual
reports, including audited financial statements, unaudited interim reports
and such other reports as the Company may determine necessary. The SEC
maintains a Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC at http://www.secgov.

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING
SERVICES, INC.)

FINANCIAL STATEMENTS
AS OF JUNE 29, 1997 AND JUNE 30, 1996

TOGETHER WITH

INDEPENDENT AUDITORS' REPORT

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)

TABLE OF CONTENTS

PAGE
----
INDEPENDENT AUDITORS' REPORT 1

FINANCIAL STATEMENTS

Balance Sheets 2

Statements of Income and Deficit 3

Statements of Cash Flows 4

Notes to Financial Statements 5

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Host America Corporation

We have audited the accompanying balance sheets of Host America Corporation
(formerly, University Dining Services, Inc.) (the Company) as of June 29,
1997 and June 30, 1996, and the related statements of income and deficit,
and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Host America
Corporation (formerly, University Dining Services, Inc.) as of June 29,
1997 and June 30, 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles

/s/ DiSanto Bertoline & Company, P.C.

Glastonbury, Connecticut
November 11, 1997

-1-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
BALANCE SHEETS

ASSETS

December 28, 1997
June 29, 1997 June 30, 1996 (Unaudited)
------------- ------------- -----------

<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 140,121 $ 72,746 $ 66,681
Accounts receivable, net of
allowance for doubtful accounts of
$10,000, $2,800 and $25,000 at
June 29, 1997, June 30, 1996 and
December 28, 1997, respectively 331,263 232,369 484,838
Inventory 173,759 165,377 160,256
Deferred offering costs - - 54,434
Prepaid expenses and other 73,082 58,031 80,014
Deferred income taxes 30,000 38,300 16,000
---------- ---------- ----------
Total current assets 748,225 566,823 862,223

PROPERTY AND EQUIPMENT, net 234,133 248,200 251,906
---------- ---------- ----------
$ 982,358 $ 815,023 $1,114,129
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion of long-term debt $ 85,643 $ 87,954 $ 85,643
Accounts payable 580,190 436,892 589,514
Accrued expenses 96,393 110,207 137,819
Due to officer/director 10,641 12,100 7,840
---------- ---------- ----------
Total current liabilities 772,867 647,153 820,816

LONG-TERM DEBT, less current portion
included above 80,770 125,692 106,828

COMMITMENTS - - -

STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
100,000,000 shares authorized,
13,000,000 shares issued and
outstanding 13,000 13,000 13,000
Additional paid-in capital 232,088 232,088 232,088
Deficit (116,367) (202,910) (58,603)
---------- ---------- ----------
Total stockholders' equity 128,721 42,178 186,485
---------- ---------- ----------
$ 982,358 $ 815,023 $1,114,129
========== ========== ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.
-2-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
STATEMENTS OF INCOME AND DEFICIT

For the six months ended
For the years ended --------------------------
---------------------- December 28, December 29,
June 29, June 30, 1997 1996
1997 1996 (Unaudited) (Unaudited)
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET REVENUES $5,971,926 $4,939,428 $3,394,065 $2,893,065

COST OF GOODS SOLD 5,320,361 4,462,335 3,021,287 2,585,314
---------- ---------- ---------- ----------

Gross profit 651,565 477,093 372,778 307,751

GENERAL AND ADMINISTRATIVE
EXPENSES 553,367 441,549 299,884 234,489
---------- ---------- ---------- ----------

Income from operations 98,198 35,544 72,894 73,262

OTHER INCOME (EXPENSE)
Miscellaneous income 18,924 30,580 19,030 7,521
Interest expense (18,079) (23,000) (9,460) (13,271)
---------- ---------- ---------- ----------
845 7,580 9,570 (5,750)
---------- ---------- ---------- ----------

Income before provision
for income taxes 99,043 43,124 82,464 67,512

PROVISION FOR INCOME TAXES 12,500 11,000 24,700 6,300
---------- ---------- ---------- ----------

Net income 86,543 32,124 57,764 61,212

DEFICIT, beginning of period (202,910) (235,034) (116,367) (202,910)
---------- ---------- ---------- ----------

DEFICIT, end of period $ (116,367) $ (202,910) $ (58,603) $ (141,698)
========== ========== ========== ==========

EARNINGS PER COMMON SHARE NIL NIL NIL NIL
========== ========== ========== ==========

WEIGHTED AVERAGE SHARES
OUTSTANDING 13,000,000 13,000,000 13,000,000 13,000,000
========== ========== ========== ==========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.
-3-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
STATEMENTS OF CASH FLOWS

For the six months ended
For the years ended -------------------------
------------------------ December 28, December 29,
June 29, June 30, 1997 1996
1997 1996 (Unaudited) (Unaudited)
----------- ----------- ----------- ----------

<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 86,543 $ 32,124 $ 57,764 $ 61,212
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities
Depreciation and amortization 82,299 75,643 41,894 35,875
Deferred income taxes 8,300 5,200 14,000 -
Gain on sale of property and
equipment 311 - - -
Changes in operating assets
and liabilities:
Increase in accounts payable 143,298 107,690 9,324 66,942
(Increase) decrease in inventory (8,382) (43,432) 13,503 8,985
(Decrease) increase in accrued
expenses (13,814) 21,598 41,426 (1,486)
Increase in prepaid expenses
and other (15,051) (31,815) (6,932) (52,940)
Increase in accounts receivable (98,894) (132,869) (153,575) (84,547)
---------- ----------- ---------- ----------
Net cash provided by (used in)
operating activities 184,610 34,139 17,404 34,041
---------- ----------- ---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment 4,088 - - -
Purchases of property and equipment (72,631) (110,259) (59,667) (21,613)
---------- ----------- ---------- ----------
Net cash used in investing
activities (68,543) (110,259) (59,667) (21,613)
---------- ----------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 43,041 97,000 75,000 9,906
Deferred offering costs - - (54,434) -
Payments to officer/director (1,459) (3,900) (2,801) 2,051
Principal payments on long-term debt (90,274) (54,897) (48,942) (37,935)
---------- ----------- ---------- ----------
Net cash (used in) provided by
financing activities (48,692) 38,203 (31,177) (25,978)
---------- ----------- ---------- ----------

NET INCREASE (DECREASE) IN CASH 67,375 (37,917) (73,440) (13,550)

CASH, beginning of period 72,746 110,663 140,121 72,746
---------- ----------- ---------- ----------

CASH, end of period $ 140,121 $ 72,746 $ 66,681 $ 59,196
========== =========== ========== ==========

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:

Cash paid during the period for:
Interest $ 18,079 $ 23,000 $ 9,460 $ 13,271
Income taxes 4,200 10,887 250 250
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.
-4-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Host America Corporation (the Company) was incorporated as a
Delaware corporation on February 6, 1986 with the name University
Dining Services, Inc. On March 9, 1998, the Company filed a
certificate of amendment changing its name to Host America
Corporation. The Company is a contract food management
organization which specializes in providing full service
restaurant and employee dining, special event catering, vending
and office coffee service to business and industry accounts
primarily located in Connecticut and northern New Jersey.
Approximately 91% of sales are directly related to the management
of corporate restaurants and catering, with the remaining 9% of
sales attributable to vending operations.

FISCAL YEAR

The Company's fiscal year ends on the last Sunday in June.
Fiscal years in the two-year periods ended June 29, 1997 and June
30, 1996, each contain fifty-two weeks.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets
and liabilities as of the date of the financial statements, and
the revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CASH EQUIVALENTS

For the purpose of the statement of cash flows, the Company
defines cash equivalents as highly liquid instruments with an
original maturity of three months or less. The Company had no
cash equivalents at June 29, 1997, June 30, 1996 or December 28,
1997 (unaudited).

INVENTORY

Inventory consists primarily of food supplies and is stated at
the lower of cost or market, with cost determined on a first-in,
first-out basis.

DEFERRED OFFERING COSTS

Deferred offering costs consist of specific incremental costs
incurred in connection with a proposed offering of securities.
These costs will be applied against the proceeds of the offering
which is anticipated to take place during fiscal 1998.

-5-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Upon retirement or
disposition of depreciable properties, the cost and related
accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in the results of operations.
Depreciation and amortization are computed by applying the
straight-line method over the estimated useful lives of the
related assets, which range from three to ten years.

Maintenance, repairs and minor renewals are charged to operations
as incurred. Expenditures which substantially increase the
useful lives of the related assets are capitalized.

INCOME TAXES

The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been
included in the financial statements or tax returns. Deferred tax
liabilities and assets are determined based on the differences
between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.

EARNINGS PER COMMON SHARE

Earnings per common share is computed using the weighted average
number of shares outstanding.

ADOPTION OF ACCOUNTING STANDARD

Effective December 15, 1997, the Company has adopted Financial
Accounting Standards (SFAS) No. 128 "Earnings Per Share." The
objective of SFAS No. 128 is to simplify the standards for
computing earnings per share (EPS) and make them comparable to
international EPS standards. It replaces the presentation of
primary EPS with a presentation of basic EPS. SFAS No. 128 was
effective for periods ending after December 15, 1997, including
interim periods; earlier application was not permitted.
Implementation of SFAS No. 128 did not have any impact on the
Company's calculation of EPS.

NOTE 2 - FINANCIAL INSTRUMENTS

CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash and
accounts receivable.

* Cash - The Company places its cash and temporary cash
investments with high credit quality institutions. At
times, such investments may be in excess of the FDIC
insurance limit.

-6-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - FINANCIAL INSTRUMENTS (Continued)

CONCENTRATIONS OF CREDIT RISK (Continued)

* Accounts receivable - The Company grants credit to its
customers, substantially all of whom provide full service
restaurant and employee dining services. Three major
customers comprise 78% of accounts receivable as of June 29,
1997 and two major customers comprise 66% of accounts
receivable at June 30, 1996. Net revenues from individual
customers which exceeded ten percent of total net revenues
during the years ended June 29, 1997 and June 30, 1996
aggregated 49% (2 customers) and 67% (3 customers),
respectively. The Company reviews a customer's credit
history before extending credit and establishes an allowance
for doubtful accounts based upon factors surrounding the
credit risk of specific customers, historical trends, and
other information. Such losses have been within
management's expectations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards (SFAS) No. 107, FAIR
VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of the fair
value of financial instruments for which the determination of
fair value is practicable. SFAS No. 107 defines the fair value
of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing
parties.

The carrying amount of the Company's financial instruments
approximates their fair value as outlined below:

* Cash, accounts receivable, due to officer/director, accounts
payable and accrued expenses - The carrying amounts
approximate their fair value because of the short maturity
of those instruments.

* Long-term debt - The carrying amount approximates fair value
as the interest rates on the various notes approximate the
Company's estimated incremental borrowing rate.

The Company's financial instruments are held for other than
trading purposes.

-7-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:
<TABLE>
<CAPTION>

December 28,
June 29, June 30, 1997
1997 1996 (Unaudited)
-------- --------- -----------
<S> <C> <C> <C>
Equipment and fixtures $ 623,906 $ 560,001 $ 671,424
Vehicles 124,263 121,440 124,263
Leasehold improvements 7,089 7,089 7,089
--------- --------- ---------
755,258 688,530 802,776
Less: accumulated
depreciation and
amortization 521,125 440,330 550,870
--------- --------- ---------
$ 234,133 $ 248,200 $ 251,906
========= ========= =========
</TABLE>
Depreciation and amortization expense for the years ended June
29, 1997 and June 30, 1996 totaled $82,299 and $75,643,
respectively, and $41,894 (unaudited) and $35,875 (unaudited) for
the six months ended December 28, 1997 and December 29, 1996,
respectively.

NOTE 4 - LONG-TERM DEBT

Long-term debt consists of the following as of June 29, 1997 and
June 30, 1996:

1997 1996
---------- ----------

Various equipment notes payable
at interest rates ranging from
10% to 10.25%, maturing through
November, 2000. The notes are
secured by the related equipment. $ 115,000 $ 125,614

Various vehicle notes payable at
interest rates ranging from 8.75%
to 10.5%, maturing through January,
2000. The notes are secured by the
related vehicles. 46,397 63,279

Note payable to vendor at an
interest rate of 18%, payable in
weekly installments of principal
and interest of $500, final payment
due November, 1997. 5,016 24,753
--------- ---------
166,413 213,646
Less: current portion 85,643 87,954
--------- ---------
$ 80,770 $ 125,692
========= =========

Maturities of long-term debt for each of the fiscal years
succeeding June 29, 1997 are as follows:

1998 $ 85,643
1999 64,266
2000 16,504
---------
$ 166,413
=========

-8-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - DUE TO OFFICER/DIRECTOR

Demand amounts due to officer/director bear interest at the rate
of 9.95% per annum and are being repaid based on a twenty-five
year amortization of principal.

NOTE 6 - INCOME TAXES
The provision for income taxes consists of the following:

1997 1996
---------- ----------

Current
Federal $ - $ 1,200
State 4,200 4,600
Deferred 8,300 5,200
--------- ---------
$ 12,500 $ 11,000
========= =========

The Company has federal net operating loss carryforwards of
approximately $107,000 expiring in fiscal 2006.

Expected tax expense based on the federal statutory rate is
reconciled with the actual expense for the years ended June 29,
1997 and June 30, 1996 as follows:
1997 1996
---------- ----------

Statutory federal income tax 34% 34%
State taxes, net of federal
income tax benefit 4 5
Other 2 1
Utilization of net operating
loss carryforwards (34) (30)
Change in valuation allowance 6 16
---- ----
12% 26%
==== ====

The significant components of the deferred tax provision are as
follows:

1997 1996
---------- ----------

Net operating loss - federal $ 25,500 $ 12,000
Net operating loss - state 8,400 16,400
Allowance for doubtful accounts (2,800) -
Valuation allowance (22,800) (23,200)
--------- ---------
$ 8,300 $ 5,200
========= =========

-9-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 6 - INCOME TAXES (Continued)

The components of the deferred tax asset account as of June 29,
1997 and June 30, 1996 are as follows:

1997 1996
---------- ----------

Deferred tax assets:
Net operating loss - federal $ 33,000 $ 58,500
Allowance for doubtful accounts 2,800 -
Net operating loss - state - 8,400
Valuation allowance (5,800) (28,600)
--------- ---------
Total deferred tax asset $ 30,000 $ 38,300
========= =========

NOTE 7 - COMMITMENTS

The Company leases its office facility under the terms of a three
year lease agreement expiring October, 1997 with a monthly
payment of $1,575. Rent expense charged to operations under this
and preceding leases aggregated $18,900 for the years ended June
29, 1997 and June 30, 1996, respectively, and $10,300 (unaudited)
and $9,450 (unaudited) for the six months ended December 28, 1997
and December 29, 1996, respectively.

The Company is also leasing various equipment under certain other
operating leases which expire within one to two years. In
certain cases, the cost of leasing the equipment is billed to
customers in connection with the Company's cafeteria services.
Rent expense for these operating leases for equipment aggregated
$26,592 and $17,113 for the years ended June 29, 1997 and June
30, 1996, respectively, and $23,210 (unaudited) and $12,938
(unaudited) for the six months ended December 28, 1997 and
December 29, 1996, respectively.

Lastly, the Company leases a food service and banquet facility
from the Town of Hamden under the terms of a three year lease
agreement expiring in December, 1999. Rent expense charged to
operations under this lease agreement aggregated $25,200 for the
years ended June 29, 1997 and June 30, 1996, respectively, and
$12,600 (unaudited) for the six months ended December 28, 1997
and December 29, 1996, respectively.

Future minimum lease payments on all operating leases for each of
the fiscal years succeeding June 29, 1997 are as follows:

1998 $ 63,785
1999 61,050
2000 36,600
2001 16,000
--------
$177,435
========

-10-

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 8 - ADVERTISING

The Company expenses the production costs of advertising the
first time the advertising takes place. Advertising expense was
$17,571 and $18,737 for the years ended June 29, 1997 and June
30, 1996, respectively, and $4,414 (unaudited) and $5,688
(unaudited) for the six months ended December 28, 1997 and
December 29, 1996, respectively.

NOTE 9 - SUBSEQUENT EVENT

On August 10, 1997, the Company granted stock purchase options to
certain officers and directors of the Company extending the right
to purchase up to 1,200,000 shares of the Company's common stock
at an exercise price of four dollars per share subject to
provisions as set forth in the agreements. The stock purchase
options expire ten years from the date of the grant.

-11-

<PAGE>

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

No dealer, sales person representative, or other person has been
authorized to give any information or to make any representation other than
those contained in this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or any Underwriter. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities by, any person in
any jurisdiction in which such offer or solicitation is unlawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained
herein is correct as of any date subsequent to the date hereof.
___________________

TABLE OF CONTENTS
Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . 16
Management's Discussion and Analysis
or Plan of Operation. . . . . . . . . . . . . . . . . . . . . . . . . 17
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . 30
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . 33
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 35
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . 35
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 43
Shares Eligible For Future Sale. . . . . . . . . . . . . . . . . . . . 44
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . 45
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . .F-1
___________________

Until ________, 1998 (25 days after the date of this Prospectus), all
dealers effecting transactions in the Common Stock, whether or not
participating in this distribution, may be required to deliver a
Prospectus. This is in addition to the obligation of dealers to deliver a
Prospectus when acting as Underwriter and with respect to their unsold
allotments or subscriptions.

=========================================================================
1,200,000 SHARES
OF COMMON STOCK

1,200,000 REDEEMABLE WARRANTS
TO PURCHASE COMMON STOCK

HOST AMERICA CORPORATION

________________

PROSPECTUS
________________

BARRON CHASE
SECURITIES

7700 W. Camino Real
Boca Raton, Florida 33433
(501) 347-1200

Atlanta, Georgia
Beverly Hills, California
Boston, Massachusetts
Chicago, Illinois
Clearwater, Florida
Duluth, Georgia
East Boca Raton, Florida
Edison New Jersey
Eureka Springs, Arkansas
Fort Lauderdale, Florida
Hasbrook Heights, New Jersey
La Jolla, California
Naples, Florida
New York, New York
Orlando, Florida
Sarasota Florida
Tampa, Florida
Tulsa, Oklahoma

, 1998

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

<PAGE>

PART II
-------

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the Company shall indemnify each person who is
or was a director, officer or employee of the Company to the fullest extent
permitted under Section 145 of the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A corporation
may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be
entitled under any corporation's bylaw, agreement, vote or otherwise.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.

II-1

<PAGE>

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimates of fees and expenses incurred or to be incurred in
connection with the issuance and distribution of securities being
registered, all of which are being paid exclusively by the Company, other
than underwriting discounts and commissions are as follows:

Securities and Exchange Commission filing fee. . . . . . . .$ 4,571.03
National Association of Securities Dealers
filing fee. . . . . . . . . . . . . . . . . . . . . . . . . 2,000.00 *
Nasdaq and Exchange filing fees. . . . . . . . . . . . . . . 8,000.00 *
State Securities Laws (Blue Sky) fees and expenses . . . . . 10,000.00 *
Printing and mailing costs and fees. . . . . . . . . . . . . 25,000.00 *
Legal fees and costs . . . . . . . . . . . . . . . . . . . . 50,000.00 *
Accounting fees and costs. . . . . . . . . . . . . . . . . . 25,000.00 *
Due diligence and travel . . . . . . . . . . . . . . . . . . 20,000.00 *
Transfer Agent fees. . . . . . . . . . . . . . . . . . . . . 1,000.00 *
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 4,428.97 *
-----------

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .$150,000.00 *
===========
________________________________
* Estimated

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

A. In March 1998, the Company issued 700,000 shares of Series A
Convertible Preferred Stock to four (4) individuals as part of their
employment contracts and service as Directors. The shares of Series A
Convertible Preferred were issued as an incentive to management and to
ensure continuity of management. Each share of Series A Preferred Stock is
convertible into one (1) share of the Company's Common Stock. However, in
the event the Company attains the following revenues and pre-tax earning
during the following time period or fiscal year from the Effective Date of
this Prospectus, each share of Series A Preferred Stock shall be
convertible into the following number shares of Common Stock at no
additional cost to the holders of the Series A Preferred Stock:

Of the 700,000 shares of Series A Preferred Stock issued to each
Messrs. Ramsey and Murphy, up to 233,333 shares of Series A Preferred Stock
are convertible upon achieving the performance goals in accordance with the
aforesaid formula at the end of each Incentive Period. In the event the
Company does not attain any of the aforesaid goals, each share of Series A
Preferred Stock then outstanding shall automatically convert, at no
additional cost to the holder, into one (1) share of Common Stock five (5)
years from the Effective Date of this Prospectus. Each share of Series A
Preferred Stock has the same voting rights as a share of Common Stock.

II-2

<PAGE>

The Company relied on Section 4(2) of the Securities Act of 1933, as
amended, promulgated thereunder in conjunction with the issuance of these
securities. All holders are Officers and Directors and were given access
to complete information concerning the Company. The securities were
offered for investment only and not for the purpose of resale or
distribution, and each certificate was issued with a form of restrictive
legend and the transfer agent advised thereof.

II-3

<PAGE>

ITEM 27. EXHIBITS.

EXHIBIT NO. DESCRIPTION
- ----------- -----------

1.1 Form of Underwriting Agreement between the Company and
Barron Chase Securities, Inc.

1.2 Form of Selected Dealers Agreement

1.3 Form of Underwriter's Warrant Agreement and Form of Warrant
Certificate

3.1 Certificate of Incorporation dated July 31, 1986 and
Amendments thereto.

3.2 Bylaws.

3.3 Form of Specimen Common Stock Certificate.

3.4 Form of Specimen Warrant Certificate.

4.0 Warrant Agreement between the Company and American
Securities Stock Transfer, Inc.

5.0 Form of Opinion of John B. Wills, Esq.

10.1 Agreement of Manual and Vending Food and Refreshment Service
between Oxford Health Plans and the Company dated December
28, 1993.

10.2 Agreement for Cafeteria and Special Events Food and Vending
Services with Pitney Bowes, Inc. and the Company dated June
26, 1995.

10.3 Agreement of Manual and Vending Food and Refreshment Service
with James River Paper Company, Inc. and the Company dated
July 13, 1990.

10.4 Agreement for Banquet Food and Beverage Services between the
Town of Hamden and the Company dated June 18, 1997.

10.5 Employment Agreement between the Company and Geoffrey W.
Ramsey.

10.6 Employment Agreement between the Company and David J.
Murphy.

10.7 Form of Financial Advisory Agreement

10.8 Form of Merger and Acquisition Agreement

24.1 Consent of DiSanto Bertoline & Company, P.C.

24.2 Consent of John B. Wills, Esq.
________________

II-4

<PAGE>

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes the following:

(a)(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or event which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information
on the plan of distribution.

(a)(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.

(a)(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

(d) Will provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

(f)(2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus as
a new registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-5

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has authorized
this Registration Statement to be signed on its behalf by the undersigned,
in the City of Hamden, State of Connecticut on April 20, 1998.

HOST AMERICA CORPORATION

By: /s/ GEOFFREY W. RAMSEY
---------------------------------
Geoffrey W. Ramsey
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ GEOFFREY W. RAMSEY President, Director, Chief April 20, 1998
- -------------------------- Executive Officer and --------------
Geoffrey W. Ramsey Principal Financial and
Accounting Officer

/s/ DAVID J. MURPHY Vice President and Director April 20, 1998
- -------------------------- --------------
David J. Murphy

/s/ ANNE L. RAMSEY Secretary and Director April 20, 1998
- -------------------------- --------------
Anne L. Ramsey

/s/ THOMAS P. EAGAN, JR. Director April 20, 1998
- -------------------------- --------------
Thomas P. Eagan, Jr.

/s/ ROBERT C. VAUGHAN Director April 20, 1998
- -------------------------- --------------
Robert C. Vaughan

/s/ PATRICK J. HEALY Director April 20, 1998
- -------------------------- --------------
Patrick J. Healy

/s/ JOHN D'ANTONA Director April 20, 1998
- -------------------------- --------------
John D'Antona

<PAGE>

HOST AMERICA CORPORATION

SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------

1.1 Form of Underwriting Agreement between the Company and
Barron Chase Securities, Inc.

1.2 Form of Selected Dealers Agreement

1.3 Form of Underwriter's Warrant Agreement and Form of Warrant
Certificate

3.1 Certificate of Incorporation dated July 31, 1986 and
Amendments thereto.

3.2 Bylaws.

3.3 Form of Specimen Common Stock Certificate.

3.4 Form of Specimen Warrant Certificate.

4.0 Warrant Agreement between the Company and American
Securities Stock Transfer, Inc.

5.0 Form of Opinion of John B. Wills, Esq.

10.1 Agreement of Manual and Vending Food and Refreshment Service
between Oxford Health Plans and the Company dated December
28, 1993.

10.2 Agreement for Cafeteria and Special Events Food and Vending
Services with Pitney Bowes, Inc. and the Company dated June
26, 1995.

10.3 Agreement of Manual and Vending Food and Refreshment Service
with James River Paper Company, Inc. and the Company dated
July 13, 1990.

10.4 Agreement for Banquet Food and Beverage Services between the
Town of Hamden and the Company dated June 18, 1997.

10.5 Employment Agreement between the Company and Geoffrey W.
Ramsey.

10.6 Employment Agreement between the Company and David J.
Murphy.

10.7 Form of Financial Advisory Agreement

10.8 Form of Merger and Acquisition Agreement

24.1 Consent of DiSanto Bertoline & Company, P.C.

24.2 Consent of John B. Wills, Esq.
________________

EXHIBIT 1.1

HOST AMERICA CORPORATION

1,200,000 Shares of Common Stock and
1,200,000 Common Stock Purchase Warrants

UNDERWRITING AGREEMENT
----------------------

Boca Raton, Florida
_____________, 1998

Barron Chase Securities, Inc.
7700 West Camino Real
Boca Raton, Florida 33433

Gentlemen:

Host America Corporation (the "Company"), on the basis of the
representations, warranties, covenants and conditions contained herein,
hereby proposes to issue and sell to Barron Chase Securities, Inc. (the
"Underwriter") for sale in a proposed public offering pursuant to the terms
of this Underwriting Agreement (the "Agreement"), on a "firm commitment"
basis, 1,200,000 shares of Common Stock (the "Shares") at $5.00 per Share
and 1,200,000 Redeemable Common Stock Purchase Warrants (the "Warrants") at
$.125 per Warrant. The Shares and the Warrants are collectively referred
to as the "Securities". Each Warrant is exercisable to purchase one (1)
share of Common Stock (the "Common Stock") at $5.00 per share at any time
during the period between the Effective Date and five (5) years from the
Effective Date. The date upon which the Securities and Exchange Commission
("Commission") shall declare the Registration Statement of the Company
effective shall be the "Effective Date". The Warrants are subject to
redemption under certain circumstances. In addition, the Company proposes
to grant to the Underwriter the option referred to in Section 2(b) to
purchase all or any part of an aggregate of 180,000 additional Shares
and/or 180,000 additional Warrants (the "Option Securities").

You have advised the Company that you desire to purchase the
Securities, and that you are authorized to execute this Agreement. The
Company confirms the agreements made by it with respect to the purchase of
the Securities by the Underwriter, as follows:

<PAGE>

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to, and agrees with the
Underwriter as of the Effective Date (as defined above), the Closing Date
(as hereinafter defined) and the Option Closing Date (as hereinafter
defined) that:

(a) A registration statement (File No. __________) on Form SB-2
relating to the public offering of the Securities, including a preliminary
form of the prospectus, copies of which have heretofore been delivered to
you, has been prepared by the Company in conformity with the requirements
of the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (the "Rules and Regulations") of the Commission thereunder, and
has been filed with the Commission under the Act. The Company has prepared
in the same manner and proposes to file, prior to the Effective Date of
such registration statement, an additional amendment or amendments to such
registration statement, including a final form of Prospectus, copies of
which shall be delivered to you. "Preliminary Prospectus" shall mean each
prospectus filed pursuant to the Rules and Regulations under the Act prior
to the Effective Date. The registration statement (including all financial
schedules and exhibits) as amended at the time it becomes effective and the
final prospectus included therein are respectively referred to as the
"Registration Statement" and the "Prospectus", except that (i) if the
prospectus first filed by the Company pursuant to Rule 424(b) of the Rules
and Regulations shall differ from said prospectus as then amended, the term
"Prospectus" shall mean the prospectus first filed pursuant to Rule 424(b),
and (ii) if such registration statement or prospectus is amended or such
prospectus is supplemented, after the effective date of such registration
statement and prior to the Option Closing Date (as hereinafter defined),
the terms "Registration Statement" and "Prospectus" shall include such
registration statement and prospectus as so amended, and the term
"Prospectus" shall include the prospectus as so supplemented, or both, as
the case may be.

(b) At the Effective Date and at all times subsequent thereto up to
the Option Closing Date, if any, and during such longer period as the
Prospectus may be required to be delivered in connection with sales by the
Underwriter or Selected Dealers: (i) the Registration Statement and
Prospectus will in all respects conform to the requirements of the Act and
the Rules and Regulations; and (ii) neither the Registration Statement nor
the Prospectus will include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make statements therein, in light of the circumstances under which they are
made, not misleading; provided, however, that the Company makes no
representations, warranties or agreement as to information contained in or
omitted from the Registration Statement or Prospectus in reliance upon, and
in conformity with, written information furnished to the Company by the
Underwriter specifically for use in the preparation thereof. It is
understood

<PAGE>

that the statements set forth in the Prospectus with respect to
stabilization, under the heading "Underwriting" and regarding the identity
of counsel to the Underwriter under the heading "Legal Matters" constitute
the only information furnished in writing by the Underwriter for inclusion
in the Prospectus.

(c) Each of the Company and each subsidiary has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, with full power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus and is duly qualified to do
business as a foreign corporation and is in good standing in all other
jurisdictions in which the nature of its business or the character or
location of its properties requires such qualification, except where
failure to so qualify will not materially affect the Company's business,
properties or financial condition.

(d) The authorized, issued and outstanding securities of the Company
as of the date of the Prospectus is as set forth in the Prospectus under
"Capitalization"; all of the issued and outstanding securities of the
Company have been, or will be when issued as set forth in the Prospectus,
duly authorized, validly issued and fully paid and non-assessable; the
issuances and sales of all such securities complied in all material respect
with, or were exempt from, applicable Federal and state securities laws;
the holders thereof have no rights of rescission against the Company with
respect thereto, and are not subject to personal liability by reason of
being such holders; none of such securities were issued in violation of the
preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; except as set forth in the
Prospectus, no options, warrants or other rights to purchase, agreements or
other obligations to issue, or agreements or other rights to convert any
obligation into, any securities of the Company have been granted or entered
into by the Company; and all of the securities of the Company, issued and
to be issued as set forth in the Registration Statement, conform to all
statements relating thereto contained in the Registration Statement and
Prospectus.

(e) The Shares are duly authorized, and when issued, delivered and
paid for pursuant to this Agreement, will be duly authorized, validly
issued, fully paid and non-assessable and free of preemptive rights of any
security holder of the Company. Neither the filing of the Registration
Statement nor the offering or sale of the Securities as contemplated in
this Agreement gives rise to any rights, other than those which have been
waived or satisfied, for or relating to the registration of any securities
of the Company, except as described in the Registration Statement.

The Warrants have been duly authorized and, when issued, delivered and
paid for pursuant to this Agreement, will have been duly authorized,
validly issued and delivered and will constitute

<PAGE>

valid and legally binding obligations of the Company entitling the holders
to the benefits provided by the warrant agreement pursuant to which such
Warrants are to be issued (the "Warrant Agreement"), which will be
substantially in the form filed as an exhibit to the Registration
Statement. The shares of Common Stock issuable upon exercise of the
Warrants have been reserved for issuance and when issued in accordance with
the terms of the Warrants and Warrant Agreement, will be duly and validly
authorized, validly issued, fully paid and non-assessable, free of pre-
emptive rights and no personal liability will attach to the ownership
thereof. The Warrant exercise period and the Warrant exercise price may
not be changed or revised by the Company without the prior written consent
of the Underwriter. The Warrant Agreement has been duly authorized and,
when executed and delivered pursuant to this Agreement, will have been duly
executed and delivered and will constitute the valid and legally binding
obligation of the Company enforceable in accordance with its terms.

The Common Stock Underwriter Warrants, the Warrant Underwriter
Warrants, the Underlying Warrants, the shares of Common Stock issuable upon
exercise of the Common Stock Underwriter Warrants, and the shares of Common
Stock issuable upon exercise of the Underlying Warrants (all as defined in
the Underwriter's Warrant Agreement described in Section 12 herein), have
been duly authorized and, when issued, delivered and paid for, will be
validly issued, fully paid, non-assessable, free of pre-emptive rights and
no personal liability will attach to the ownership thereof, and will
constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms and entitled to the benefits provided by the
Underwriter's Warrant Agreement.

(f) This Agreement, the Warrant Agreement, the Financial Advisory
Agreement, the Merger and Acquisition Agreement (the "M/A Agreement") and
the Underwriter's Warrant Agreement have been duly and validly authorized,
executed and delivered by the Company, and assuming due execution of this
Agreement by the other party hereto, constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency or other laws affecting the rights of creditors generally. The
Company has full power and lawful authority to authorize, issue and sell
the Securities to be sold by it hereunder on the terms and conditions set
forth herein, and no consent, approval, authorization or other order of any
governmental authority is required in connection with such authorization,
execution and delivery or with the authorization, issue and sale of the
Securities or the securities to be issued pursuant to the Underwriter's
Warrant Agreement, except such as may be required under the Act or state
securities laws, or as otherwise have been obtained.

(g) Except as described in the Prospectus, neither the

<PAGE>

Company nor any subsidiary is in material violation, breach of or default
under, and consummation of the transactions herein contemplated and the
fulfillment of the terms of this Agreement will not conflict with, or
result in a breach of, or constitute a material default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of
the property or assets of the Company or any subsidiary or any of the terms
or provisions of any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any subsidiary is a
party or by which the Company or any subsidiary may be bound or to which
any of the property or assets of the Company or any subsidiary is subject,
nor will such action result in any material violation of the provisions of
the Articles of Incorporation or By-Laws of the Company or any subsidiary,
as amended, or any statute or any order, rule or regulation applicable to
the Company or subsidiary of any court or of any regulatory authority or
other governmental body having jurisdiction over the Company or each
subsidiary.

(h) Subject to the qualifications stated in the Prospectus, the
Company and each subsidiary have good and marketable title to all
properties and assets described in the Prospectus as owned by each of them,
free and clear of all liens, charges, encumbrances or restrictions, except
such as are not material to its business, financial condition or results of
operation; all of the material leases and subleases under which the Company
or each subsidiary is the lessor or sublessor of properties or assets or
under which the Company or each subsidiary holds properties or assets as
lessee or sublessee as described in the Prospectus are in full force and
effect, and, except as described in the Prospectus, neither the Company nor
each subsidiary is in default in any material respect with respect to any
of the terms or provisions of any of such leases or subleases, and no claim
has been asserted by anyone adverse to rights of the Company or any
subsidiary as lessor, sublessor, lessee, or sublessee under any of the
leases or subleases mentioned above, or affecting or questioning the right
of the Company or any subsidiary to continued possession of the leased or
subleased premises or assets under any such lease or sublease except as
described or referred to in the Prospectus; and the Company and each
subsidiary owns or leases all such properties described in the Prospectus
as are necessary to its operations as now conducted and, except as
otherwise stated in the Prospectus, as proposed to be conducted as set
forth in the Prospectus.

(i) Disanto Bertoline & Company, P.C., who has given its report on
certain financial statements filed and to be filed with the Commission as
part of the Registration Statement, and which are included in the
Prospectus, is with respect to the Company, independent public accountants
as required by the Act and the Rules and Regulations.

(j) The financial statements and schedules, together with related
notes, set forth in the Prospectus and the Registration

<PAGE>

Statement present fairly the financial condition, results of operations and
cash flows of the Company on the basis stated in the Registration
Statement, at the respective dates and for the respective periods to which
they apply. Said statements and related notes and schedules have been
prepared in accordance with generally accepted accounting principles
applied on a basis which is consistent during the periods involved. The
Company's internal accounting controls and procedures are sufficient to
cause the Company and each subsidiary to prepare financial statements which
comply in all material respects with generally accepted accounting
principles applied on a basis which is consistent during the periods
involved. During the preceding five (5) year period, nothing has been
brought to the attention of the Company's management that would result in
any reportable condition relating to the Company's internal accounting
procedures, weaknesses or controls.

(k) Subsequent to the respective dates as of which information is set
forth in the Registration Statement and the Prospectus and to and including
the Option Closing Date, except as set forth in or contemplated by the
Registration Statement and the Prospectus, (i) neither the Company nor any
subsidiary has incurred and will not have incurred any material liabilities
or obligations, direct or contingent, and has not entered into and will not
have entered into any material transactions other than in the ordinary
course of business and/or as contemplated in the Registration Statement and
the Prospectus; (ii) neither the Company nor any subsidiary has and will
not have paid or declared any dividends or have made any other distribution
on its capital stock; (iii) there has not been any change in the capital
stock of, or any incurrence of long-term debt by, the Company or any
subsidiary; (iv) neither the Company nor any subsidiary has issued any
options, warrants or other rights to purchase the capital stock of the
Company or any subsidiary; and (v) there has not been and will not have
been any material adverse change in the business, financial condition or
results of operations of the Company or any subsidiary, or in the book
value of the assets of the Company or any subsidiary, arising for any
reason whatsoever.

(l) Except as set forth in the Prospectus, there is not pending or,
to the knowledge of the Company or any subsidiary, threatened, any material
action, suit, proceeding, inquiry, arbitration or investigation against the
Company or any subsidiary, or any of the officers or directors of the
Company or any subsidiary, or any material action, suit, proceeding,
inquiry, arbitration, or investigation, which might result in any material
adverse change in the condition (financial or other), business prospects,
net worth, or properties of the Company or any subsidiary.

(m) Except as disclosed in the Prospectus, each of the Company and
each subsidiary has filed all necessary federal, state and foreign income
and franchise tax returns and has paid all taxes

<PAGE>

shown as due thereon; and there is no tax deficiency which has been or to
the knowledge of the Company might be asserted against the Company or any
subsidiary that has not been provided for in the financial statements.

(n) Except as set forth in the Prospectus, each of the Company and
each subsidiary has sufficient licenses, permits and other governmental
authorizations currently required for the conduct of its business or the
ownership of its property as described in the Prospectus and is in all
material respects in compliance therewith and owns or possesses adequate
right to use all material patents, patent applications, trademarks, service
marks, trade-names, trademark registrations, service mark registrations,
copyrights, and licenses necessary for the conduct of such business and has
not received any notice of conflict with the asserted rights of others in
respect thereof. To the best of the Company's knowledge, none of the
activities or business of the Company or any subsidiary are in violation
of, or cause the Company or any subsidiary to violate, any law, rule,
regulation or order of the United States, any state, county or locality, or
of any agency or body of the United States or of any state, county or
locality, the violation of which would have a material adverse impact upon
the condition (financial or otherwise), business, property, prospective
results of operations, or net worth of the Company and any subsidiary.

(o) Neither the Company nor any subsidiary has, directly or
indirectly, at any time (i) made any contributions to any candidate for
political office, or failed to disclose fully any such contribution, in
violation of law or (ii) made any payment to any state, federal or foreign
governmental officer or official, or other person charged with similar
public of quasi-public duties, other than payments or contributions
required or allowed by applicable law.

(p) On the Closing Dates (herein defined) all transfer or other taxes
(including franchise, capital stock or other tax, other than income taxes,
imposed by any jurisdiction) if any, which are required to be paid in
connection with the sale and transfer of the Securities to the Underwriter
hereunder will have been fully paid or provided for by the Company and all
laws imposing such taxes will have been fully complied with.

(q) All contracts and other documents which are required to be
described in or filed as exhibits to the Registration Statement have been
so described and/or filed.

(r) Except as described in the Registration Statement and Prospectus,
no holders of Common Stock or of any other securities of the Company have
the right to include such Common Stock or other securities in the
Registration Statement and Prospectus.

(s) Except as set forth in or contemplated by the

<PAGE>

Registration Statement and the Prospectus, neither the Company nor any
subsidiary has any material contingent liabilities.

(t) The Company has no subsidiary corporations except as disclosed in
the Registration Statement and Prospectus, nor has it any equity interest
in any partnership, joint venture, association or other entity except as
disclosed in the Registration Statement or Prospectus. Except as described
in the Registration Statement and Prospectus, the Company owns all of the
outstanding securities of each of its subsidiaries.

(u) The Commission has not issued an order preventing or suspending
the use of any Preliminary Prospectus with respect to the offer and sale of
the Securities and each Preliminary Prospectus, as of its date, has
conformed fully in all material respects with the requirements of the Act
and the Rules and Regulations and did not include any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein not misleading.

(v) Neither the Company, nor, to the Company's knowledge, any of its
officers, directors, employees or stockholders, have taken or will take,
directly or indirectly, any action designed to cause or result in, or which
has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any of the securities of the
Company.

(w) Item 26 of Part II of the Registration Statement accurately
discloses all unregistered securities sold by the Company within the three
year period prior to the date as of which information is presented in the
Registration Statement. All of such securities were sold in transactions
which were exempt from the registration provisions of the Act and not in
violation of Section 5 thereof.

(x) Other than as set forth in the Prospectus, the Company has not
entered into any agreement pursuant to which any person is entitled, either
directly or indirectly, to compensation from the Company for services as a
finder in connection with the proposed offering, and the Company agrees to
indemnify and hold harmless the Underwriter against any losses, claims,
damages or liabilities, which shall include, but not be limited to, all
costs to defend against any such claim, so long as such claim arises out of
agreements made or allegedly made by the Company.

(y) Based upon written representations received by the Company, no
officer, director or five percent (5%) or greater stockholder of the
Company or any subsidiary has any direct or indirect affiliation or
association with any member of the National Association of Securities
Dealers, Inc. ("NASD"), except as disclosed to the Underwriter in writing,
and no beneficial owner of the Company's unregistered securities has any
direct or indirect affiliation or association with any NASD member except
as disclosed

<PAGE>

to the Underwriter in writing. The Company will advise the Underwriter and
the NASD if any five percent (5%) or greater shareholder of the Company or
any subsidiary is or becomes an affiliate or associated person of an NASD
member participating in the distribution.

(z) The Company and each subsidiary is in compliance in all material
respects with all federal, state and local laws and regulations respecting
the employment of its employees and employment practices, terms and
conditions of employment and wages and hours relating thereto. There are
no pending investigations involving the Company or any subsidiary by the
U.S. Department of Labor, or any other governmental agency responsible for
the enforcement of such federal, state or local laws and regulations.
There is no unfair labor practice charge or complaint against the Company
or any subsidiary pending before the National Labor Relations Board or any
strike, picketing, boycott, dispute, slowdown or stoppage pending or to the
knowledge of the Company, threatened against or involving the Company or
any subsidiary or any predecessor entity. No question concerning
representation exists respecting the employees of the Company or any
subsidiary and no collective bargaining agreement or modification thereof
is currently being negotiated by the Company or any subsidiary. No
grievance or arbitration proceeding is pending under any expired or
existing collective bargaining agreements of the Company or any subsidiary,
if any.

(aa) Neither the Company nor any subsidiary maintains, sponsors nor
contributes to, nor is it required to contribute to, any program or
arrangement that is an "employee pension benefit plan", an "employee
welfare benefit plan", or a "multi-employer plan" as such terms are defined
in Sections 3(2), 3(1) and 3(37), respectively, of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") ("ERISA Plans"). Neither
the Company nor any subsidiary maintained or contributed to a defined
benefit plan, as defined in Section 3(35) of ERISA.

(ab) Based upon written representations received from the officers
and directors of the Company and each subsidiary, except as disclosed in
the Prospectus, during the past five years, none of the officers or
directors of the Company or any subsidiary have been:

(1) The subject of a petition under the federal bankruptcy
laws or any state insolvency law filed by or against them, or by
a receiver, fiscal agent or similar officer appointed by a court
for their business or property, or any partnership in which any
of them was a general partner at or within two years before the
time of such filing, or any corporation or business association
of which any of them was an executive officer at or within two
years before the time of such filing;

<PAGE>

(2) Convicted in a criminal proceeding or a named subject
of a pending criminal proceeding (excluding traffic violations
and other minor offenses);

(3) The subject of any order, judgment, or decree not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining any
of them from, or otherwise limiting, any of the following
activities:

(i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer
in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or
continuing any conduct or practice in connection with any
such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state securities
law or federal commodity laws.

(4) The subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated of any federal or
state authority barring, suspending or otherwise limiting for
more than sixty (60) days their right to engage in any activity
described in paragraph (3)(i) above, or be associated with
persons engaged in any such activity;

(5) Found by any court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Commission has not been
subsequently reversed, suspended or vacated; or

(6) Found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.

<PAGE>

(ac) Based upon written representations received from the officers
and directors of the Company, each of the officers and directors of the
Company has reviewed the sections in the Prospectus relating to their
biographical data and equity ownership position in the Company, and all
information contained therein is true and accurate.

2. PURCHASE, DELIVERY AND SALE OF THE SECURITIES.

(a) Subject to the terms and conditions of this Agreement and based
upon the representations, warranties and agreements herein contained, the
Company hereby agrees to issue and sell to the Underwriter an aggregate of
1,200,000 Shares at $4.50 per Share and 1,200,000 Warrants at $.1125 per
Warrant, (the public offering price less ten percent (10%)) at the place
and time hereinafter specified. The price at which the Underwriter shall
sell the Securities to the public shall be $5.00 per Share and $.125 per
Warrant.

Delivery of the Securities against payment therefor shall take place
at the offices of Barron Chase Securities, Inc., 7700 West Camino Real,
Boca Raton, Florida 33433 (or at such other place as may be designated by
the Underwriter) at 10:00 a.m., Eastern Time, on such date after the
Registration Statement has become effective as the Underwriter shall
designate, but not later than ten (10) business days (holidays excepted)
following the first date that any of the Securities are released to you,
such time and date of payment and delivery for the Securities being herein
called the "Closing Date".

(b) In addition, subject to the terms and conditions of this
Agreement, and based upon the representations, warranties and agreements
herein contained, the Company hereby grants an option to the Underwriter to
purchase all or any part of an aggregate of an additional 180,000 Shares
(including an aggregate of up to 24,000 shares from principal stockholders
of the Company provided under paragraph 3(n) of this Agreement) and 180,000
Warrants at the same price per Share and Warrant as the Underwriter shall
pay for the Securities being sold pursuant to the provisions of subsection
(a) of this Section 2 (such additional Securities being referred to herein
as the "Option Securities"). This option may be exercised within forty-five
(45) days after the Effective Date of the Registration Statement upon
notice by the Underwriter to the Company advising as to the amount of
Option Securities as to which the option is being exercised, the names and
denominations in which the certificates for such Option Securities are to
be registered and the time and date when such certificates are to be
delivered. Such time and date shall be determined by the Underwriter but
shall not be later than ten (10) full business days after the exercise of
said option, nor in any event prior to the Closing Date, and such time and
date is referred to herein as the "Option Closing Date". Delivery of the
Option Securities against payment therefor shall take place at the offices
of the Underwriter. The Option granted

<PAGE>

hereunder may be exercised only to cover overallotments in the sale by the
Underwriter of the Securities referred to in subsection (a) above. In the
event the Company declares or pays a dividend or distribution on its Common
Stock, whether in the form of cash, shares of Common Stock or any other
consideration, prior to the Option Closing Date, such dividend or
distribution shall also be paid on the Option Closing Date.

(c) The Company will make the certificates for the Securities to be
sold hereunder available to you for inspection at least two (2) full
business days prior to the Closing Date at the offices of the Underwriter,
and such certificates shall be registered in such names and denominations
as you may request. Time shall be of the essence and delivery at the time
and place specified in this Agreement is a further condition to the
obligations of the Company to each Underwriter.

Definitive certificates in negotiable form for the Securities to be
purchased by the Underwriter hereunder will be delivered by the Company to
you for the account of the Underwriter against payment of the purchase
prices by the Underwriter, by certified or bank cashier's checks in New
York Clearing House funds, payable to the order of the Company or by wire
transfer in New York Clearing House funds.

In addition, in the event the Underwriter exercises the option to
purchase from the Company all or any portion of the Option Securities
pursuant to the provisions of subsection (b) above, payment for such
Securities shall be made payable in New York Clearing House funds at the
offices of the Underwriter, or by wire transfer, at the time and date of
delivery of such Securities as required by the provisions of subsection (b)
above, against receipt of the certificates for such Securities by the
Underwriter for the account of the Underwriter registered in such names and
in such denominations as the Underwriter may request.

It is understood that the Underwriter proposes to offer the Securities
to be purchased hereunder to the public upon the terms and conditions set
forth in the Registration Statement, after the Registration Statement is
declared effective by the Commission.

3. COVENANTS OF THE COMPANY. The Company covenants and agrees with
the Underwriter that:

(a) The Company, upon notification from the Commission that the
Registration Statement has become effective, will so advise you and will
not at any time, whether before or after the Effective Date, file any
amendment to the Registration Statement or supplement to the Prospectus of
which you shall not previously been advised and furnished with a copy or to
which you or your counsel shall have objected in writing, acting
reasonably, or which is not in compliance with the Act and the Rules and
Regulations. At any time prior to the later of (i) the completion by the
Underwriter of

<PAGE>

the distribution of the Securities as contemplated hereby; or (ii) 25 days
after the date on which the Registration Statement shall have become or
been declared effective, the Company will prepare and file with the
Commission, promptly upon your request, any amendments or supplements to
the Registration Statement or Prospectus which may be necessary or
advisable in connection with the distribution of the Securities and as
mutually agreed by the Company and the Underwriter.

After the Effective Date and as soon as the Company is advised
thereof, the Company will advise you, and confirm the advice in writing, of
the receipt of any comments of the Commission, of the effectiveness of any
post-effective amendment to the Registration Statement, of the filing of
any supplement to the Prospectus or any amended Prospectus, of any request
made by the Commission for amendment of the Registration Statement or for
supplementing of the Prospectus or for additional information with respect
thereto, of the issuance by the Commission or any state or regulatory body
of any stop order or other order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of any
Preliminary Prospectus, or of the suspension of the qualification of the
Securities for offering in any jurisdiction, or of the institution of any
proceedings for any of such purposes, and will use its best efforts to
prevent the issuance of any such order, and, if issued, to obtain as soon
as possible the lifting thereof.

The Company has caused to be delivered to you copies of each
Preliminary Prospectus and Definitive Prospectus, and the Company has
consented and hereby consents to the use of such copies for the purposes
permitted by the Act. The Company authorizes the Underwriter and Selected
Dealers to use the Prospectus in connection with the sale of the Securities
for such period as in the opinion of counsel to the Underwriter the use
thereof is required to comply with the applicable provisions of the Act and
the Rules and Regulations. In case of the happening, at any time within
such period as a Prospectus is required under the Act to be delivered in
connection with sales by the Underwriter or Selected Dealers, of any event
of which the Company has knowledge and which materially affects the Company
or the securities of the Company, or which in the opinion of counsel for
the Company or counsel for the Underwriter, should be set forth in an
amendment to the Registration Statement or a supplement to the Prospectus,
in order to make the statements therein not then misleading, in light of
the circumstances existing at the time the Prospectus is required to be
delivered to a purchaser of the Securities, or in case it shall be
necessary to amend or supplement the Prospectus to comply with law or with
the Act and the Rules and Regulations, the Company will notify you promptly
and forthwith prepare and furnish to you copies of such amended Prospectus
or of such supplement to be attached to the Prospectus, in such quantities
as you may reasonably request, in order that the Prospectus, as so amended
or supplemented, will not contain any untrue statement of a material fact
or omit to

<PAGE>

state any material facts necessary in order to make the statements in the
Prospectus, in the light of the circumstances under which they are made,
not misleading. The preparation and furnishing of any such amendment or
supplement to the Registration Statement or amended Prospectus or
supplement to be attached to the Prospectus shall be without expense to the
Underwriter.

The Company will comply with the Act, the Rules and Regulations
thereunder, the Securities Exchange Act of 1934 (the "1934 Act"), and the
rules and regulations thereunder in connection with the offering and
issuance of the Securities.

(b) The Company will act in good faith and use its best efforts and
cooperate with you and your counsel to qualify to register the Securities
for sale under the securities or "blue sky" laws of such jurisdictions as
the Underwriter may designate and will make such applications and furnish
such information as may be required for that purpose and to comply with
such laws, provided the Company shall not be required to qualify as a
foreign corporation or a dealer in securities or to execute a general
consent to service of process in any jurisdiction in any action other than
one arising out of the offering or sale of the Securities. The Company
will, from time to time, prepare and file such statements and reports as
are or may be required to continue such qualification in effect for so long
a period as the Underwriter may reasonably request.

(c) If the sale of the Securities provided for herein is not
consummated, the Company shall pay all costs and expenses incident to the
performance of the Company's obligations hereunder, including, but not
limited to, all such expenses itemized in Section 8(a) and 8(c) hereof, and
either (i) the out-of-pocket expenses of the Underwriter, not to exceed the
$50,000 previously paid if the Underwriter elects to terminate the offering
for any reason; or (ii) the out-of-pocket expenses of the Underwriter if
the Company elects to terminate the offering for any reason. For the
purposes of this sub-paragraph, the Underwriter shall be deemed to have
assumed such expenses when they are billed or incurred, regardless of
whether such expenses have been paid. The Underwriter shall not be
responsible for any expenses of the Company or others, or for any charges
or claims relative to the proposed public offering if it is not
consummated.

(d) The Company will deliver to you at or before the Closing Date two
signed copies of the Registration Statement, including all financial
statements and exhibits filed therewith, and of each amendment or
supplement thereto. The Company will deliver to or upon the order of the
Underwriter, from time to time until the Effective Date of the Registration
Statement, as many copies of any Preliminary Prospectus filed with the
Commission prior to the Effective Date of the Registration Statement as the
Underwriter may reasonably request. The Company will deliver to the
Underwriter on the Effective Date of the Registration Statement and
thereafter for

<PAGE>

so long as a Prospectus is required to be delivered under the Act, from
time to time, as many copies of the Prospectus, in final form, or as
thereafter amended or supplemented as the Underwriter may from time to time
reasonably request.

(e) For so long as the Company is a reporting company under either
Section 12 or 15 of the 1934 Act, the Company, at its expense, will furnish
to the Underwriter during the period ending five (5) years from the
Effective Date, (i) as soon as practicable after the end of each fiscal
year, a balance sheet of the Company and any of its subsidiaries as at the
end of such fiscal year, together with statements of income, surplus and
cash flow of the Company and any subsidiaries for such fiscal year, all in
reasonable detail and accompanied by a copy of the certificate or report
thereon of independent accountants; (ii) as soon as they are available, a
copy of all reports (financial or other) mailed to security holders; (iii)
as soon as they are available, a copy of all non-confidential documents,
including annual reports, periodic reports and financial statements,
furnished to or filed with the Commission under the Act and the 1934 Act;
(iv) copies of each press release, news item and article with respect to
the Company's affairs released by the Company; and (v) such other
information as you may from time to time reasonably request.

(f) In the event the Company has an active subsidiary or
subsidiaries, such financial statements referred to in subsection (e) above
will be on a consolidated basis to the extent the accounts of the Company
and its subsidiary or subsidiaries are consolidated in reports furnished to
its stockholders generally.

(g) The Company will make generally available to its stockholders and
to the registered holders of its Warrants and deliver to you as soon as it
is practicable, but in no event later than the first day of the sixteenth
full calendar month following the Effective Date, an earnings statement
(which need not be audited) covering a period of at least twelve
consecutive months beginning with the Effective Date of the Registration
Statement, which shall satisfy the requirements of Section 11(a) of the
Act.

(h) On the Closing Date, the Company shall have taken the necessary
action to become a reporting company under Section 12 of the 1934 Act, and
the Company will make all filings required to, and will have obtained
approval for, the listing of the Shares and Warrants on The Nasdaq Small
Cap Market System, and will use its best efforts to maintain such listing
for at least seven (7) years from the date of this Agreement.

(i) For such period as the Company's securities are registered under
the 1934 Act, the Company will hold an annual meeting of stockholders for
the election of Directors within 180 days after the end of each of the
Company's fiscal years and, within nine (9) months after the end of each of
the Company's fiscal years will provide the Company's stockholders with the

<PAGE>

audited financial statements of the Company as of the end of the fiscal
year just completed prior thereto. Such financial statements shall be
those required by Rule 14a-3 under the 1934 Act and shall be included in an
annual report pursuant to the requirements of such Rule.

(j) The Company will apply the net proceeds from the sale of the
Securities substantially in accordance with its statement under the caption
"Use of Proceeds" in the Prospectus, and will file such reports with the
Commission with respect to the sale of the Securities and the application
of the proceeds therefrom as may be required by Sections 12, 13 and/or 15
of the 1934 Act and pursuant to Rule 463 under the Act.

(k) The Company will, promptly upon your request, prepare and file
with the Commission any amendments or supplements to the Registration
Statement, Preliminary Prospectus or Prospectus and take any other action,
which in the reasonable opinion of counsel to the Underwriter and the
Company may be reasonably necessary or advisable in connection with the
distribution of the Securities and will use its best efforts to cause the
same to become effective as promptly as possible.

(l) On the Closing Date, the Company shall execute and deliver to you
the Underwriter's Warrant Agreement. The Underwriter's Warrant Agreement
and Warrant Certificates will be substantially in the form of the
Underwriter's Warrant Agreement filed as an Exhibit to the Registration
Statement.

(m) The Company will reserve and keep available for issuance that
maximum number of its authorized but unissued securities which are issuable
upon exercise of the Underwriter's Warrants outstanding from time to time.

(n) All officers, directors and holders of five percent (5%) or more
of the Company's securities (including warrants, options and Preferred
Stock of the Company) as of the Effective Date shall agree in writing, in
a form satisfactory to the Underwriter, not to sell, transfer or otherwise
dispose of any of such securities (or underlying securities) of the Company
for a period of twenty-four (24) months from the Effective Date or any
longer period required by the NASD, Nasdaq or any State, provided, however,
that the three (3) principal officers of the Company may each sell up to
8,000 shares of the Company's Common Stock (an aggregate of 24,000 shares)
in the event the over-allotment option is exercised by the Underwriter
pursuant to paragraph 2(b) of this Agreement.

(o) The Company will obtain, on or before the Closing Date, key
person life insurance on the life of Geoffrey W. Ramsey in an amount of not
less than $2,000,000, and will use its best efforts to maintain such
insurance for a period of at least five (5) years from the Effective Date.

<PAGE>

(p) Prior to the Closing Date, the Company shall, at its own expense,
undertake to list the Company's securities in the appropriate recognized
securities manual or manuals published by Standard & Poor's Corporation and
such other manuals as the Underwriter may designate, such listings to
contain the information required by such manuals and the Uniform Securities
Act. The Company hereby agrees to use its best efforts to maintain such
listing for a period of not less than five (5) years. The Company shall
take such action as may be reasonably requested by the Underwriter to
obtain a secondary market trading exemption in such states as may be
reasonably requested by the Underwriter.

(q) During the one hundred eighty (180) day period commencing on the
Closing Date, the Company will not, without the prior written consent of
the Underwriter, grant options or warrants to purchase the Company's Common
Stock at a price less than the initial per share public offering price.

(r) Prior to the Closing Date, neither the Company nor any subsidiary
will issue, directly or indirectly, without your prior consent, any press
release or other communication or hold any press conference with respect to
the Company or its activities or the offering of the Securities other than
routine customary advertising of the Company's products and services, and
except as required by any applicable law or the directives of any relevant
regulatory authority in any relevant jurisdiction.

(s) At the Closing Date, the Company will engage the Underwriter as
a non-exclusive financial advisor to the Company for a period of twelve
(12) months commencing on the first day of the month following the
Company's receipt of the proceeds of this offering, at an aggregate fee of
$108,000, all of which shall be payable to the Underwriter on the Closing
Date. The financial advisory agreement will provide that the Underwriter
shall, at the Company's request, provide advice and consulting services to
the Company concerning potential merger and acquisition proposals and the
obtaining of short or long-term financing for the Company, whether by
public financing or otherwise.

(t) The Company shall employ the services of a firm of independent
certified public accountants in connection with the preparation of the
financial statements to be included in any registration statement or
similar disclosure document to be filed by the Company hereunder, or any
amendment or supplement thereto. For a period of five (5) years from the
Effective Date, the Company, at its expense, shall cause its regularly
engaged independent certified public accountants to review (but not audit)
the Company's financial statements for each of the first three (3) fiscal
quarters prior to the announcement of quarterly financial information, the
filing of the Company's quarterly report and the mailing of quarterly
financial information to stockholders.

<PAGE>

(u) The Company shall retain American Securities Transfer , Inc. as
the transfer agent for the securities of the Company, or such other
transfer agent as you may agree to in writing. In addition, the Company
shall direct such transfer agent to furnish the Underwriter with daily
transfer sheets as to each of the Company's securities as prepared by the
Company's transfer agent and copies of lists of stockholders and
warrantholders as reasonably requested by the Underwriter, for a five (5)
year period commencing from the Closing Date.

(v) The Company shall cause the Depository Trust Company, or such
other depository of the Company's securities, to furnish special security
position reports ("DTC Tracking Reports") to the Underwriter on a daily and
weekly basis at the expense of the Company, for a five (5) year period from
the Effective Date. It is anticipated that the DTC Tracking Reports may
cost up to $10,000 for the initial two (2) month period from the Effective
Date, after which time the Company's obligation to furnish such tracking
reports will be reviewed by the Company and the Underwriter.

(w) Following the Effective Date, the Company shall, at its sole cost
and expense, prepare and file such Blue Sky applications with such
jurisdictions as the Underwriter shall designate and the Company may
reasonably agree.

(x) On the Effective Date and for a period of three (3) years
thereafter, the Company's Board of Directors shall consist of a minimum of
five (5) persons, two (2) of whom shall be independent and not otherwise
affiliated with the Company or associated with any of the Company's
affiliates. The Underwriter shall have the opportunity to invite an
observer to attend Board of Directors meetings of the Company at the
expense of the Company.

(y) On the Closing Date, the Company shall execute and deliver to you
a non-exclusive M/A Agreement with the Underwriter in a form satisfactory
to the Underwriter, providing:

(1) that the Underwriter will be paid a finder's fee, of from
five percent (5%) of the first $1,000,000 ranging in $1,000,000
increments down to one percent (1%) of the excess, if any, over
$4,000,000 of the consideration involved in any transaction introduced
by the Underwriter (including mergers, acquisitions, joint ventures,
and any other business for the Company introduced by the Underwriter)
consummated by the Company, as an "Introduced, Consummated
Transaction", by which the Underwriter introduced the other party to
the Company during a period ending five (5) years from the date of the
M/A Agreement; and

(2) that any such finder's fee due to the Underwriter will be
paid in cash or stock as mutually agreed at the closing of the
particular Introduced, Consummated Transaction for which the finder's
fee is due.

<PAGE>

(z) After the Closing Date, the Company shall prepare and publish
"tombstone" advertisements of at least 5 x 5 inches in publications to be
designated by the Underwriter at a total cost not to exceed $15,000.

(aa) For such period as any Warrants are outstanding, the Company
shall use its best efforts to cause post-effective amendments to the
Registration Statement or a new Registration Statement to become effective
in compliance with the Act and without any lapse of time between the
effectiveness of any such post-effective amendments and cause a copy of
each Prospectus, as then amended, to be delivered to each holder of record
of a Warrant and to furnish the Underwriter and each dealer as many copies
of each such Prospectus as the Underwriter or such dealer may reasonably
request. Such post-effective amendments or new Registration Statements
shall also register the Underwriter's Warrants and all the securities
underlying the Underwriter's Warrants. The Company shall not call for
redemption any of the Warrants unless a Registration Statement covering the
securities underlying the Warrants has been declared effective by the
Commission and remains current at least until the date fixed for
redemption. In addition, the Warrants shall not be redeemable during the
first year after the Effective Date without the written consent of the
Underwriter.

(ab) Until such time as the securities of the Company are listed or
quoted on either the New York Stock Exchange or the American Stock
Exchange, the Company shall engage the Company's legal counsel to deliver
to the Underwriter a written opinion detailing those states in which the
Shares and Warrants of the Company may be traded in non-issuer transactions
under the Blue Sky laws of the fifty states ("Secondary Market Trading
Opinion"). The initial Secondary Market Trading Opinion shall be delivered
to the Underwriter on the Effective Date, and the Company shall continue to
update such opinion and deliver same to the Underwriter on a timely basis,
but in any event at the beginning of each fiscal quarter, for a five (5)
year period, if required.

(ac) As promptly as practicable after the Closing Date, the Company
will prepare, at its own expense, hard cover "bound volumes" relating to
the offering, and will distribute such volumes to the individuals
designated by the Underwriter or counsel to the Underwriter.

4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligation of the
Underwriter to purchase and pay for the Securities which the Underwriter
has agreed to purchase hereunder from the Company is subject, as of the
date hereof and as of the Closing Date and the Option Closing Date, to the
execution of this Agreement by the Underwriter, to the continuing accuracy
of, and compliance with, the representations and warranties of the Company
herein, to the accuracy of statements of officers of the Company made
pursuant to the provisions hereof, to the performance by the Company of its

<PAGE>

obligations hereunder, and to the following additional conditions:

(a) (i) The Registration Statement shall have become effective not
later than 5:00 p.m., Eastern Time, on the date of this Agreement, or at
such later time or on such later date as you may agree to in writing; (ii)
at or prior to the Closing Date, no stop order suspending the effectiveness
of the Registration Statement shall have been issued by the Commission and
no proceeding for that purpose shall have been initiated or pending, or
shall be threatened, or to the knowledge of the Company, contemplated by
the Commission; (iii) no stop order suspending the effectiveness of the
qualification or registration of the Securities under the securities or
"blue sky" laws of any jurisdiction (whether or not a jurisdiction which
you shall have specified) shall be threatened or to the knowledge of the
Company contemplated by the authorities of any such jurisdiction or shall
have been issued and in effect; (iv) any request for additional information
on the part of the Commission or any such authorities shall have been
complied with to the satisfaction of the Commission and any such
authorities, and to the satisfaction of counsel to the Underwriter; and
(v) after the date hereof no amendment or supplement to the Registration
Statement or the Prospectus shall have been filed unless a copy thereof was
first submitted to the Underwriter and the Underwriter did not object
thereto.

(b) At the Closing Date, since the respective dates as of which
information is presented in the Registration Statement and the Prospectus,
(i) there shall not have been any material change in the capital stock or
other securities of the Company or any subsidiary or any material adverse
change in the long-term debt of the Company or any material subsidiary
except as set forth in or contemplated by the Registration Statement, (ii)
there shall not have been any material adverse change in the general
affairs, business, properties, condition (financial or otherwise),
management, or results of operations of the Company or any subsidiary,
whether or not arising from transactions in the ordinary course of
business, in each case other than as set forth in or contemplated by the
Registration Statement or Prospectus; (iii) neither the Company nor any
subsidiary shall have sustained any material interference with its business
or properties from fire, explosion, flood or other casualty, whether or not
covered by insurance, or from any labor dispute or any court or legislative
or other governmental action, order or decree, which is not set forth in
the Registration Statement and Prospectus; and (iv) the Registration
Statement and the Prospectus and any amendments or supplements thereto
shall contain all statements which are required to be stated therein in
accordance with the Act and the Rules and Regulations, and shall in all
material respects conform to the requirements thereof, and neither the
Registration Statement nor the Prospectus nor any amendment or supplement
thereto shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstance under

<PAGE>

which they are made, not misleading.

(c) Except as set forth in the Prospectus, there is not pending or,
to the knowledge of the Company or any subsidiary, threatened, any material
action, suit, proceeding, inquiry, arbitration or investigation against the
Company or any subsidiary, or any of the officers or directors of the
Company or any subsidiary, or any material action, suit, proceeding,
inquiry, arbitration, or investigation, which might result in any material
adverse change in the condition (financial or other), business prospects,
net worth, or properties of the Company or any subsidiary.

(d) Each of the representations and warranties of the Company
contained herein shall be true and correct as of this date and at the
Closing Date as if made at the Closing Date, and all covenants and
agreements herein contained to be performed on the part of the Company and
all conditions herein contained to be fulfilled or complied with by the
Company at or prior to the Closing Date shall have been duly performed,
fulfilled or complied with.

(e) At each Closing Date, you shall have received the opinion, dated
as of each Closing Date, from John B. Wills, Esq., counsel for the Company,
in form and substance satisfactory to counsel for the Underwriter, which in
the aggregate shall state:

(i) the Company and each subsidiary has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation, with full corporate power
and authority to own its properties and conduct its business as
described in the Registration Statement and Prospectus and is duly
qualified or licensed to do business as a foreign corporation and is
in good standing in each other jurisdiction in which the ownership or
leasing of its properties or conduct of its business requires such
qualification except for jurisdictions in which the failure to so
qualify would not have a material adverse effect on the Company and
each subsidiary as a whole;

(ii) the authorized capitalization of the Company is as set
forth under "Capitalization" in the Prospectus; all shares of the
Company's outstanding stock and other securities requiring
authorization for issuance by the Company's Board of Directors have
been duly authorized, validly issued, are fully paid and non-assessable
and conform to the description thereof contained in the
Prospectus; the outstanding shares of Common Stock of the Company and
other securities have not been issued in violation of the preemptive
rights of any shareholder and the shareholders of the Company do not
have any preemptive rights or, to such counsel's knowledge, other
rights to subscribe for or to purchase securities of the Company, nor,
to such counsel's knowledge, are there any restrictions upon the
voting or transfer of any of the securities of the

<PAGE>

Company, except as disclosed in the Prospectus; the Common Stock, the
Shares, the Warrants, and the securities contained in the
Underwriter's Warrant Agreement conform to the respective descriptions
thereof contained in the Prospectus; the Common Stock, the Shares, the
Warrants, the shares of Common Stock to be issued upon exercise of the
Warrants and the securities contained in the Underwriter's Warrant
Agreement, have been duly authorized and, when issued, delivered and
paid for, will be duly authorized, validly issued, fully paid, non-
assessable, free of pre-emptive rights and no personal liability will
attach to the ownership thereof; all prior sales by the Company of the
Company's securities have been made in compliance with or under an
exemption from registration under the Act and applicable state
securities laws and no shareholders of the Company have any rescission
rights against the Company with respect to the Company's securities;
a sufficient number of shares of Common Stock has been reserved for
issuance upon exercise of the Warrants and the Underwriter Warrants,
and to the best of such counsel's knowledge, neither the filing of the
Registration Statement nor the offering or sale of the Securities as
contemplated by this Agreement gives rise to any registration rights
or other rights, other than those which have been waived or satisfied
or described in the Registration Statement;

(iii) this Agreement, the Underwriter's Warrant Agreement, the
Warrant Agreement, the Financial Advisory Agreement, and the M/A
Agreement have been duly and validly authorized, executed and
delivered by the Company and, assuming the due authorization,
execution and delivery of this Agreement by the Underwriter, are the
valid and legally binding obligations of the Company, enforceable in
accordance with their terms, except (a) as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws from time to time in effect which
effect creditors' rights generally; and (b) no opinion is expressed as
to the enforceability of the indemnity provisions or the contribution
provisions contained in this Agreement;

(iv) the certificates evidencing the outstanding securities of
the Company, the Shares, the Common Stock and the Warrants are in
valid and proper legal form;

(v) to the best of such counsel's knowledge, except as set forth
in the Prospectus, there is not pending or, to the knowledge of the
Company, threatened, any material action, suit, proceeding, inquiry,
arbitration or investigation against the Company or any subsidiary or
any of the officers of directors of the Company or any subsidiary, nor
any material action, suit, proceeding, inquiry, arbitration, or
investigation, which might materially and adversely affect the

<PAGE>

condition (financial or otherwise), business prospects, net worth, or
properties of the Company or any subsidiary;

(vi) the execution and delivery of this Agreement, the
Underwriter's Warrant Agreement, the Warrant Agreement, the Financial
Advisory Agreement, and the M/A Agreement, and the incurrence of the
obligations herein and therein set forth and the consummation of the
transactions herein or therein contemplated, will not result in a
violation of, or constitute a default under (a) the Articles of
Incorporation or By-Laws of the Company and each subsidiary; (b) to
the best of such counsel's knowledge, any material obligations,
agreement, covenant or condition contained in any bond, debenture,
note or other evidence of indebtedness or in any contract, indenture,
mortgage, loan agreement, lease, joint venture or other agreement or
instrument to which the Company or any subsidiary is a party or by
which it or any of its properties is bound; or (c) to the best of such
counsel's knowledge, any material order, rule, regulation, writ,
injunction, or decree of any government, governmental instrumentality
or court, domestic or foreign;

(vii) the Registration Statement has become effective under the
Act, and to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for that purpose have been instituted or
are pending before, or threatened by, the Commission; the Registration
Statement and the Prospectus (except for the financial statements and
other financial data contained therein, or omitted therefrom, as to
which such counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act and the
Rules and Regulations; and

(viii) no authorization, approval, consent, or license of any
governmental or regulatory authority or agency is necessary in
connection with the authorization, issuance, transfer, sale or
delivery of the Securities by the Company, in connection with the
execution, delivery and performance of this Agreement by the Company
or in connection with the taking of any action contemplated herein, or
the issuance of the Underwriter's Warrants or the Securities
underlying the Underwriter's Warrants, other than registrations or
qualifications of the Securities under applicable state or foreign
securities or Blue Sky laws and registration under the Act.

Such opinion shall also cover such matters incident to the
transactions contemplated hereby as the Underwriter or counsel for the
Underwriter shall reasonably request. In rendering such opinion, such
counsel may rely upon certificates of any officer of the Company or public
officials as to matters of fact; and may rely as to all matters of law,
upon opinions of counsel satisfactory to

<PAGE>

you and counsel to the Underwriter. The opinion of such counsel to the
Company shall state that the opinion of any such other counsel is in form
satisfactory to such counsel and that the Underwriter and they are
justified in relying thereon.

Such counsel shall also include a statement to the effect that such
counsel has participated in the preparation of the Registration Statement
and the Prospectus and nothing has come to the attention of such counsel to
lead such counsel to believe that the Registration Statement or any
amendment thereto at the time it became effective contained 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 are made, not misleading or that the
Prospectus or any supplement thereto contains any untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary in order to make statements therein, in light of the
circumstances under which they are made, not misleading (except, in the
case of both the Registration Statement and any amendment thereto and the
Prospectus and any supplement thereto, for the financial statements, notes
thereto and other financial information and statistical data contained
therein, as to which such counsel need express no opinion).

(f) You shall have received on each Closing Date a certificate dated
as of each Closing Date, signed by the Chief Executive Officer and the
Chief Financial Officer of the Company and such other officers of the
Company as the Underwriter may request, certifying that:

(i) No Order suspending the effectiveness of the Registration
Statement or stop order regarding the sale of the Securities in effect
and no proceedings for such purpose are pending or are, to their
knowledge, threatened by the Commission;

(ii) They do not know of any litigation instituted or, to their
knowledge, threatened against the Company or any subsidiary or any
officer or director of the Company or any subsidiary of a character
required to be disclosed in the Registration Statement which is not
disclosed therein; they do not know of any contracts which are
required to be summarized in the Prospectus which are not so
summarized; and they do not know of any material contracts required to
be filed as exhibits to the Registration Statement which are not so
filed;

(iii) They have each carefully examined the Registration
Statement and the Prospectus and, to the best of their knowledge,
neither the Registration Statement nor the Prospectus nor any
amendment or supplement to either of the foregoing contains an untrue
statement of any material fact or omits to state any material fact
required to be stated therein

<PAGE>

or necessary to make the statement therein, in light of the
circumstances under which they are made, not misleading; and since the
Effective Date, to the best of their knowledge, there has occurred no
event required to be set forth in an amended or supplemented
Prospectus which has not been so set forth;

(iv) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, there has not been
any material adverse change in the condition of the Company or any
subsidiary, financial or otherwise, or in the results of its
operations, except as reflected in or contemplated by the Registration
Statement and the Prospectus and except as so reflected or
contemplated since such date, there has not been any material
transaction entered into by the Company or any subsidiary;

(v) The representations and warranties set forth in this
Agreement are true and correct in all material respects and the
Company has complied with all of its agreements herein contained;

(vi) Neither the Company nor any subsidiary is delinquent in the
filing of any federal, state and other tax return or the payment of
any federal, state or other taxes; they know of no proposed
redetermination or re-assessment of taxes, adverse to the Company or
any subsidiary, and the Company and each subsidiary has paid or
provided by adequate reserves for all known tax liabilities;

(vii) They know of no material obligation or liability of the
Company or any subsidiary, contingent or otherwise, not disclosed in
the Registration Statement and Prospectus;

(viii) This Agreement, the Underwriter's Warrant Agreement, the
Warrant Agreement, the Financial Advisory Agreement, and the M/A
Agreement, the consummation of the transactions therein contemplated,
and the fulfillment of the terms thereof, will not result in a breach
by the Company of any terms of, or constitute a default under, the
Company's Articles of Incorporation or By-Laws, any indenture,
mortgage, lease, deed of trust, bank loan or credit agreement or any
other material agreement or undertaking of the Company or any
subsidiary including, by way of specification but not by way of
limitation, any agreement or instrument to which the Company or any
subsidiary is now a party or pursuant to which the Company or any
subsidiary has acquired any right and/or obligations by succession or
otherwise;

(ix) The financial statements and schedules filed with and as
part of the Registration Statement present fairly the financial
position of the Company as of the dates thereof all in conformity with
generally accepted accounting principles

<PAGE>

applied on a consistent basis throughout the periods involved. Since
the respective dates of such financial statements, there have been no
material adverse change in the condition or general affairs of the
Company, financial or otherwise, other than as referred to in the
Prospectus;

(x) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus, except as may
otherwise be indicated therein, neither the Company nor any subsidiary
has, prior to the Closing Date, either (i) issued any securities or
incurred any material liability or obligation, direct or contingent,
for borrowed money, or (ii) entered into any material transaction
other than in the ordinary course of business. The Company has not
declared, paid or made any dividend or distribution of any kind on its
capital stock;

(xi) They have reviewed the sections in the Prospectus relating
to their biographical data and equity ownership position in the
Company, and all information contained therein is true and accurate;
and

(xii) Except as disclosed in the Prospectus, during the past
five years, they have not been:

(2) Convicted in a criminal proceeding or a named subject
of a pending criminal proceeding (excluding traffic violations
and other minor offenses);

<PAGE>

or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with any
such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in
connection with any violation of federal or state securities
law or federal commodity laws.

(g) The Underwriter shall have received from Disanto Bertoline &
Company, P.C., independent auditors to the Company, certificates or
letters, one dated and delivered on the Effective Date and one dated and
delivered on the Closing Date, in form and substance satisfactory to the
Underwriter, stating that:

(i) they are independent certified public accountants with
respect to the Company within the meaning of the Act and the
applicable Rules and Regulations;

(ii) the financial statements and the schedules included in the
Registration Statement and the Prospectus were examined by them and,
in their opinion, comply as to form in all material respects with the
applicable accounting requirements of the Act, the Rules and
Regulations and instructions of the Commission with respect to
Registration Statements on Form SB-2;

<PAGE>

(iii) on the basis of inquiries and procedures conducted by them
(not constituting an examination in accordance with generally accepted
auditing standards), including a reading of the latest available
unaudited interim financial statements or other financial information
of the Company (with an indication of the date of the latest available
unaudited interim financial statements), inquiries of officers of the
Company who have responsibility for financial and accounting matters,
review of minutes of all meetings of the shareholders and the Board of
Directors of the Company and other specified inquiries and procedures,
nothing has come to their attention as a result of the foregoing
inquiries and procedures that causes them to believe that:

(a) during the period from (and including) the date of the
financial statements in the Registration Statement and the
Prospectus to a specified date not more than five days prior to
the date of such letters, there has been any change in the Common
Stock, long-term debt or other securities of the Company (except
as specifically contemplated in the Registration Statement and
Prospectus) or any material decreases in net current assets, net
assets, shareholder's equity, working capital or in any other
item appearing in the Company's financial statements as to which
the Underwriter may request advice, in each case as compared with
amounts shown in the balance sheet as of the date of the
financial statement in the Prospectus, except in each case for
changes, increases or decreases which the Prospectus discloses
have occurred or will occur;

(b) during the period from (and including) the date of the
financial statements in the Registration Statement and the
Prospectus to such specified date there was any material decrease
in revenues or in the total or per share amounts of income or
loss before extraordinary items or net income or loss, or any
other material change in such other items appearing in the
Company's financial statements as to which the Underwriter may
request advice, in each case as compared with the fiscal period
ended as of the date of the financial statement in the
Prospectus, except in each case for increases, changes or
decreases which the Prospectus discloses have occurred or will
occur;

(c) the unaudited interim financial statements of the
Company appearing in the Registration Statement and the
Prospectus (if any) do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the Rules and Regulations or are not fairly presented in
conformity with generally accepted accounting principles and
practices on a basis substantially consistent with the audited
financial

<PAGE>

statements included in the Registration Statements or the
Prospectus.

(iv) they have compared specific dollar amounts, numbers of
shares, percentages of revenues and earnings, statements and other
financial information pertaining to the Company set forth in the
Prospectus in each case to the extent that such amounts, numbers,
percentages, statements and information may be derived from the
general accounting records, including work sheets, of the Company and
excluding any questions requiring an interpretation by legal counsel,
with the results obtained from the application of specified readings,
inquiries and other appropriate procedures (which procedures do not
constitute an examination in accordance with generally accepted
auditing standards) set forth in the letter and found them to be in
agreement; and

(v) they have not during the immediately preceding five (5) year
period brought to the attention of the Company's management any
reportable condition related to the Company's internal accounting
procedures, weaknesses and/or controls.

Such letters shall also set forth such other information as may be
requested by counsel for the Underwriter. Any changes, increases or
decreases in the items set forth in such letters which, in the judgment of
the Underwriter, are materially adverse with respect to the financial
position or results of operations of the Company shall be deemed to
constitute a failure of the Company to comply with the conditions of the
obligations to the Underwriter hereunder.

(h) Upon exercise of the option provided for in Section 2(b) hereof,
the obligation of the Underwriter to purchase and pay for the Option
Securities referred to therein will be subject (as of the date hereof and
as of the Option Closing Date) to the following additional conditions:

(i) The Registration Statement shall remain effective at the
Option Closing Date, and no stop order suspending the effectiveness
thereof shall have been issued and no proceedings for that purpose
shall have been instituted or shall be pending, or, to your knowledge
or the knowledge of the Company, shall be contemplated by the
Commission, and any reasonable request on the part of the Commission
for additional information shall have been complied with to the
satisfaction of counsel to the Underwriter.

(ii) At the Option Closing Date, there shall have been delivered
to you the signed opinions from John B. Wills, Esq., counsel for the
Company, dated as of the Option Closing Date, in form and substance
satisfactory to counsel to the Underwriter, which opinions shall be
substantially the same in scope and substance as the opinions
furnished to you at the

<PAGE>

Closing Date pursuant to Section 4(e) hereof, except that such
opinions, where appropriate, shall cover the Option Securities.

(iii) At the Option Closing Date, there shall have been
delivered to you a certificate of the Chief Executive Officer and
Chief Financial Officer of the Company, dated the Option Closing Date,
in form and substance satisfactory to counsel to the Underwriter,
substantially the same in scope and substance as the certificate
furnished to you at the Closing Date pursuant to Section 4(f) hereof.

(iv) At the Option Closing Date, there shall have been delivered
to you a letter in form and substance satisfactory to you from
Disanto, Bertoline & Company, P.C., independent auditors to the
Company, dated the Option Closing Date and addressed to the
Underwriter confirming the information in their letter referred to in
Section 4(g) hereof and stating that nothing has come to their
attention during the period from the ending date of their review
referred to in said letter to a date not more than five business days
prior to the Option Closing Date, which would require any change in
said letter if it were required to be dated the Option Closing Date.

(v) All proceedings taken at or prior to the Option Closing Date
in connection with the sale and issuance of the Option Securities
shall be satisfactory in form and substance to the Underwriter, and
the Underwriter and counsel to the Underwriter shall have been
furnished with all such documents, certificates, and opinions as you
may request in connection with this transaction in order to evidence
the accuracy and completeness of any of the representations,
warranties or statements of the Company or its compliance with any of
the covenants or conditions contained herein.

(i) No action shall have been taken by the Commission or the NASD,
the effect of which would make it improper, at any time prior to the
Closing Date, for members of the NASD to execute transactions (as principal
or agent) in the Common Stock and no proceedings for the taking of such
action shall have been instituted or shall be pending, or, to the knowledge
of the Underwriter or the Company, shall be contemplated by the Commission
or the NASD. The Company represents that at the date hereof it has no
knowledge that any such action is in fact contemplated by the Commission or
the NASD. The Company shall advise the Underwriter of any NASD
affiliations of any of its officers, directors, or stockholders or their
affiliates in accordance with paragraph 1(y) of this Agreement.

(j) At the Effective Date, you shall have received from counsel to
the Company, dated as of the Effective Date, in form and substance
satisfactory to counsel for the Underwriter, a written

<PAGE>

Secondary Market Trading Opinion detailing those states in which the Shares
and Warrants may be traded in non-issuer transactions under the Blue Sky
laws of the fifty (50) states after the Effective Date, in accordance with
paragraph 3(ab) of this Agreement.

(k) The authorization and issuance of the Securities and delivery
thereof, the Registration Statement, the Prospectus, and all corporate
proceedings incident thereto shall be satisfactory in all respects to
counsel for the Underwriter, and such counsel shall be furnished with such
documents, certificates and opinions as they may reasonably request to
enable them to pass upon the matters referred to in this sub-paragraph.

(l) Prior to the Effective Date, the Underwriter shall have received
clearance from the NASD as to the amount of compensation allowable or
payable to the Underwriter, as described in the Registration Statement.

(m) If any of the conditions provided for in this Section shall not
have been fulfilled as of the date indicated, this Agreement and all
obligations of the Underwriter under this Agreement may be canceled at, or
at any time prior to, the Closing Date and/or the Option Closing Date by
the Underwriter notifying the Company of such cancellation in writing or by
facsimile at or prior to the applicable Closing Date. Any such
cancellation shall be without liability of the Underwriter to the Company.

5. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligation of
the Company to sell and deliver the Securities is subject to the execution
of this Agreement by the Company, and to the following conditions:

(i) The Registration Statement shall have become effective not
later than 5:00 p.m., Eastern Time, on the date of this Agreement, or
on such later time or date as the Company and the Underwriter may
agree in writing; and

(ii) At the Closing Date and the Option Closing Date, no stop
orders suspending the effectiveness of the Registration Statement
shall have been issued under the Act or any proceedings therefore
initiated or threatened by the Commission.

If the conditions to the obligations of the Company provided for in
this Section have been fulfilled on the Closing Date but are not fulfilled
after the Closing Date and prior to the Option Closing Date, then only the
obligation of the Company to sell and deliver the Securities on exercise of
the option provided for in Section 2(b) hereof shall be affected.

6. INDEMNIFICATION. (a) The Company indemnifies and holds harmless
the Underwriter and each person, if any, who controls the

<PAGE>

Underwriter within the meaning of the Act against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of
this Agreement, include but not be limited to, all reasonable costs of
defense and investigation and all attorneys' fees), to which the
Underwriter or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in (i)
the Registration Statement, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement thereto, (ii) any blue sky application or other
document executed by the Company specifically for that purpose or based
upon written information furnished by the Company and filed in any state or
other jurisdiction in order to qualify any or all of the Securities under
the securities laws thereof (any such application, document or information
being hereinafter called a "Blue Sky Application"), or arise out of or are
based upon the omission or alleged omission to state in the Registration
Statement, any Preliminary Prospectus, Prospectus, or any amendment or
supplement thereto, or in any Blue Sky Application, a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not be liable in
any such cases to the extent, but only to the extent, that any such losses,
claim, damages or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with written information furnished to
the Company by the Underwriter specifically for use in the Registration
Statement or any amendment or supplement thereof or any Blue Sky
Application or any Preliminary Prospectus or the Prospctus or any such
amendment or supplement thereto. Notwithstanding the foregoing, the
Company shall have no liability under this section if such untrue statement
or omission made in a Preliminary Prospectus is cured in the Prospectus and
the Prospectus is not delivered to the person or persons alleging the
liability upon which indemnification is being sought. This indemnity will
be in addition to any liability which the Company may otherwise have.

(b) The Underwriter indemnifies and holds harmless the Company, each
of its directors, each nominee (if any) for director named in the
Prospectus, each of the persons who have signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of the
Act, against any losses, claims, damages or liabilities (which shall, for
all purposes of this Agreement, include, but not be limited to, all costs
of defense and investigation and all attorneys' fees) to which the Company
or any such director, signer of the Registration Statement, officer or
controlling person may become subject under the Act or otherwise, insofar
as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus, or any amendment or
supplement thereto,

<PAGE>

or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statements or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information
furnished to the Company by the Underwriter specifically for use in such
Registration Statement or Prospectus. Notwithstanding the foregoing, the
Underwriter shall have no liability under this section if such untrue
statement or omission made in a Preliminary Prospectus is cured in the
Prospectus and the Prospectus is not delivered to the person or persons
alleging the liability upon which indemnification is being sought through
no fault of the Underwriter. This indemnity agreement will be in addition
to any liability which the Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify in writing the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section. In case any such action is
brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled
to participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
subject to the provisions herein stated, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. The
indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall not be at the expense of the indemnifying
party if the indemnifying party has assumed the defense of the action with
counsel reasonably satisfactory to the indemnified party; provided that if
the indemnified party is an Underwriter or a person who controls such
Underwriter within the meaning of the Act, the fees and expenses of such
counsel shall be at the expense of the indemnifying party if (i) the
employment of such counsel has been specifically authorized in writing by
the indemnifying party or (ii) the named parties to any such action
(including any impleaded parties) include both the Underwriter or such
controlling person and the indemnifying party and in the reasonable
judgment of the Underwriter, it is advisable for the Underwriter or such
Underwriter or controlling persons to be represented by separate

<PAGE>

counsel (in which case the indemnifying party shall not have the right to
assume the defense of such action on behalf of the Underwriter or such
controlling person). No settlement of any action against an indemnified
party shall be made without the consent of the indemnifying party, which
shall not be unreasonably withheld in light of all factors of importance to
such indemnifying and indemnified parties.

7. CONTRIBUTION. In order to provide for just and equitable
contribution under the Act in any case in which (i) the Underwriter makes
claim for indemnification pursuant to Section 6 hereof but it is judicially
determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced
in such case, notwithstanding the fact that the express provisions of
Section 6 provide for indemnification in such case, or (ii) contribution
under the Act may be required on the part of the Underwriter, then the
Company and each person who controls the Company, in the aggregate, and the
Underwriter shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of
this Agreement, include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys' fees) in either
such case (after contribution from others) in such proportions that the
Underwriter is responsible in the aggregate for that portion of such
losses, claims, damages or liabilities represented by the percentage that
the underwriting discount per Share appearing on the cover page of the
Prospectus bears to the public offering price appearing thereon, and the
Company shall be responsible for the remaining portion, provided, however,
that if such allocation is not permitted by applicable law then the
relative fault of the Company and the Underwriter and controlling persons,
in the aggregate, in connection with the statements or omissions which
resulted in such damages and other relevant equitable considerations shall
also be considered. The relative fault shall be determined by reference
to, among other things, whether in the case of an untrue statement of a
material fact or the omission to state a material fact, such statement or
omission relates to information supplied by the Company, or the Underwriter
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company and the Underwriter agree that it would not be just and equitable
if the respective obligations of the Company and the Underwriter to
contribute pursuant to this Section 7 were to be determined by pro rata or
per capita allocation of the aggregate damages (even if the Underwriter and
its controlling persons in the aggregate were treated as one entity for
such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the first sentence
of this Section. No person ultimately determined to be guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who is not
ultimately determined to be guilty of such fraudulent

<PAGE>

misrepresentation. As used in this paragraph, the term "Underwriter"
includes any officer, director, or other person who controls the
Underwriter within the meaning of Section 15 of the Act, and the word
"Company" includes any officer, director, or person who controls the
Company within the meaning of Section 15 of the Act. If the full amount of
the contribution specified in this paragraph is not permitted by law, then
the Underwriter and each person who controls the Underwriter shall be
entitled to contribution from the Company, its officers, directors and
controlling persons to the full extent permitted by law. This foregoing
agreement shall in no way affect the contribution liabilities of any
persons having liability under Section 11 of the Act other than the Company
and the Underwriter. No contribution shall be requested with regard to the
settlement of any matter from any party who did not consent to the
settlement; provided, however, that such consent shall not be unreasonably
withheld in light of all factors of importance to such party.

8. COSTS AND EXPENSES. (a) Whether or not this Agreement becomes
effective or the sale of the Securities to the Underwriter is consummated,
the Company will pay all costs and expenses incident to the performance of
this Agreement by the Company including but not limited to the fees and
expenses of counsel to the Company and of the Company's accountants; the
costs and expenses incident to the preparation, printing, filing and
distribution under the Act of the Registration Statement (including the
financial statements therein and all amendments and exhibits thereto),
Preliminary Prospectus and the Prospectus, as amended or supplemented; the
fee of the National Association of Securities Dealers, Inc. ("NASD") in
connection with the filing required by the NASD relating to the offering of
the Securities contemplated hereby; all state filing fees, expenses and
disbursements and legal fees of counsel to the Company who shall serve as
Blue Sky counsel to the Company in connection with the filing of
applications to register the Securities under the state securities or blue
sky laws; the cost of printing and furnishing to the Underwriter copies of
the Registration Statement, each Preliminary Prospectus, the Prospectus,
this Agreement, the Selected Dealers Agreement, and the Blue Sky
Memorandum; the cost of printing the certificates evidencing the securities
comprising the Securities; the cost of preparing and delivering to the
Underwriter and its counsel bound volumes containing copies of all
documents and appropriate correspondence filed with or received from the
Commission and the NASD and all closing documents; and the fees and
disbursements of the transfer agent for the Company's securities. The
Company shall pay any and all taxes (including any original issue,
transfer, franchise, capital stock or other tax imposed by any
jurisdiction) on sales to the Underwriter hereunder. The Company will also
pay all costs and expenses incident to the furnishing of any amended
Prospectus or of any supplement to be attached to the Prospectus. The
Company shall also engage the Company's counsel to provide the Underwriter
with a written Secondary Market Trading Opinion in accordance with
paragraphs 3(ab) and 4(j) of this Agreement.

<PAGE>

(b) In addition to the foregoing expenses, the Company shall at the
Closing Date pay to the Underwriter a non-accountable expense allowance
equal to three percent (3%) of the gross proceeds received from the sale of
the Securities, of which an advance of $50,000 has been paid to date. In
the event the overallotment option is exercised, the Company shall pay to
the Underwriter at the Option Closing Date an additional amount equal to
three percent (3%) of the gross proceeds received upon exercise of the
overallotment option.

(c) Other than as disclosed in the Registration Statement, no person
is entitled either directly or indirectly to compensation from the Company,
from the Underwriter or from any other person for services as a finder in
connection with the proposed offering, and the Company agrees to indemnify
and hold harmless the Underwriter against any losses, claims, damages or
liabilities, which shall, for all purposes of this Agreement, include, but
not be limited to, all costs of defense and investigation and all
attorneys' fees, to which the Underwriter may become subject insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon the claim of any person (other than an
employee of the party claiming indemnity) or entity that he or it is
entitled to a finder's fee in connection with the proposed offering by
reason of such person's or entity's influence or prior contact with the
indemnifying party.

9. EFFECTIVE DATE. The Agreement shall become effective upon its
execution except that you may, at your option, delay its effectiveness
until 11:00 a.m., Eastern time, on the first full business day following
the execution of this Agreement; or at such earlier time after the
Effective Date of the Registration Statement as you in your discretion
shall first commence the public offering of any of the Securities. The
time of the public offering shall mean the time after the effectiveness of
the Registration Statement when the Securities are first generally offered
by you to the Selected Dealers. This Agreement may be terminated by you
at any time before it becomes effective as provided above, except that
Sections 3(c), 6, 7, 8, 12, 13, 14, 15, 16 and 17 shall remain in effect
notwithstanding such termination.

10. TERMINATION. (a) This Agreement, except for Sections 3(c), 6,
7, 8, 12, 13, 14, 15, 16, and 17 hereof, may be terminated at any time
prior to the Closing Date, and the option referred to in Section 2(b)
hereof, if exercised, may be cancelled at any time prior to the Option
Closing Date, by you if in your judgment it is impracticable to offer for
sale or to enforce contracts made by the Underwriter for the resale of the
Securities agreed to be purchased hereunder by reason of: (i) the Company
having sustained a material adverse loss, whether or not insured, by reason
of fire, earthquake, flood, accident or other calamity, or from any labor
dispute or court or government action, order or decree; (ii) trading in
securities on the New York Stock Exchange or the American Stock Exchange
having been suspended or limited; (iii) material governmental restrictions
having been imposed on trading

<PAGE>

in securities generally (not in force and effect on the date hereof); (iv)
a banking moratorium having been declared by Federal or New York or Florida
state authorities; (v) an outbreak of major international hostilities or
other national or international calamity having occurred; (vi) the passage
by the Congress of the United States or by any state legislative body of
similar impact, of any act or measure, or the adoption of any orders, rules
or regulations by any governmental body or any authoritative accounting
institute or board, or any governmental executive, which is reasonably
believed likely by the Underwriter to have a material adverse impact on the
business, financial condition or financial statements of the Company or the
market for the securities offered hereby; (vii) any material adverse change
in the financial or securities markets beyond normal market fluctuations
having occurred since the date of this Agreement; (viii) any material
adverse change having occurred, since the respective dates as of which
information is given in the Registration Statement and Prospectus, in the
earnings, business prospects or general condition of the Company, financial
or otherwise, whether or not arising in the ordinary course of business;
(ix) a pending or threatened legal or governmental proceeding or action
relating generally to the Company's business, or a notification having been
received by the Company of the threat of any such proceeding or action,
which could, in the reasonable judgment of the Underwriter, materially
adversely affect the Company; (x) except as contemplated by the Prospectus,
the Company is merged or consolidated into or acquired by another company
or group or there exists a binding legal commitment for the foregoing or
any other material change of ownership or control occurs; or (xi) the
Company shall not have complied in all material respects with any term,
condition or provisions on their part to be performed, complied with or
fulfilled (including but not limited to those set forth in this Agreement)
within the respective times therein provided.

(b) If you elect to prevent this Agreement from becoming effective or
to terminate this Agreement as provided in this Section, the Company shall
be promptly notified by you, by telephone, telegram or facsimile, confirmed
by letter.

11. UNDERWRITER'S WARRANT AGREEMENT. At the Closing Date, the
Company will issue to the Underwriter and/or persons related to the
Underwriter, for an aggregate purchase price of $10, and upon the terms and
conditions set forth in the form of Underwriter's Warrant Agreement annexed
as an exhibit to the Registration Statement, Underwriter Warrants to
purchase up to an aggregate of 120,000 Shares and 120,000 Warrants, in such
denominations as the Underwriter shall designate. In the event of conflict
in the terms of this Agreement and the Underwriter's Warrant Agreement, the
language of the form of Underwriter's Warrant Agreement shall control.

12. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
The respective indemnities, agreements, representations, warranties and
other statements of the Company and its principal

<PAGE>

officers, where appropriate, and the Underwriter set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of the Underwriter, the Company
or any of its officers or directors or any controlling person and will
survive delivery of and payment for the Securities and the termination of
this Agreement.

13. NOTICE. All communications hereunder will be in writing and,
except as otherwise expressly provided herein, will be mailed, delivered or
telefaxed, and confirmed:

If to the Underwriter: Robert T. Kirk, President
Barron Chase Securities, Inc.
7700 West Camino Real
Boca Raton, Florida 33433

Copy to: David A. Carter, P.A.
2300 Glades Road, Suite 210W
Boca Raton, Florida 33431

If to the Company: Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

Copy to: John B. Wills, Esq.
410 17th Street, Suite 1940
Denver, Colorado 80202

14. PARTIES IN INTEREST. This Agreement herein set forth is made
solely for the benefit of the Underwriter, the Company and, to the extent
expressed, any person controlling the Company or the Underwriter, and
directors of the Company, nominees for directors (if any) named in the
Prospectus, each person who has signed the Registration Statement, and
their respective executors, administrators, successors, assigns and no
other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include any
purchaser of the Securities, as such purchaser, from the Underwriter.

15. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely within the State of Florida.
The parties agree that any action brought by any party against another
party in connection with any rights or obligations arising out of this
Agreement shall be instituted properly in a federal or state court of
competent jurisdiction with venue only in the Fifteenth Judicial Circuit
Court in and for Palm Beach County, Florida or the United States District
Court for the Southern District of Florida, West Palm Beach Division. A
party to this Agreement named as a Defendant in any action brought in
connection with this Agreement in any court outside of the above named
designated county or district shall have the right to have

<PAGE>

the venue of said action changed to the above designated county or district
or, if necessary, have the case dismissed, requiring the other party to
refile such action in an appropriate court in the above designated county
or federal district.

16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and such counterparts shall together constitute but one
and the same instrument.

17. ENTIRE AGREEMENT. This Agreement and the agreements referred to
within this Agreement constitute the entire agreement of the parties, and
supersedes all prior agreement, understanding, negotiations and
discussions, whether written or oral, of the parties hereto.

If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return this Agreement, whereupon it will become
a binding Agreement between the Company and the Underwriter in accordance
with its terms.

Very truly yours,

HOST AMERICA CORPORATION

BY: ________________________________
Geoffrey W. Ramsey, President

The foregoing Underwriting Agreement is hereby confirmed and accepted as of
the date first above written.

BARRON CHASE SECURITIES, INC.

BY:_________________________________
Robert T. Kirk, President

EXHIBIT 1.2

HOST AMERICA CORPORATION

1,200,000 Shares of Common Stock and
1,200,000 Common Stock Purchase Warrants

SELECTED DEALER AGREEMENT
-------------------------
Boca Raton, Florida
_____________, 1998

Gentlemen:

1. Barron Chase Securities, Inc. (the "Underwriter") is offering for
sale an aggregate of 1,200,000 Shares of Common Stock (the "Shares") and
1,200,000 Warrants (the "Warrants") (collectively the "Firm Securities") of
Host America Corporation (the "Company"), which the Underwriter has agreed
to purchase from the Company, and which are more particularly described in
the Registration Statement, Underwriting Agreement and Prospectus. In
addition, the Underwriter has been granted an option to purchase from the
Company up to an additional 180,000 Shares (including up to an aggregate of
24,000 shares from principal stockholders of the Company) and an additional
180,000 Warrants (the "Option Securities") to cover overallotments in
connection with the sale of the Firm Securities. The Firm Securities and
any Option Securities purchased are herein called the "Securities". The
Securities and the terms under which they are to be offered for sale by the
Underwriter is more particularly described in the Prospectus.

2. The Securities are to be offered to the public by the Underwriter
at the price per Share and price per Warrant set forth on the cover page of
the Prospectus (the "Public Offering Price"), in accordance with the terms
of offering set forth in the Prospectus.

3. The Underwriter, subject to the terms and conditions hereof, is
offering a portion of the Securities for sale to certain dealers who are
actually engaged in the investment banking or securities business and who
are either (a) members in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), or (b) dealers with their principal
places of business located outside the United States, its territories and
its possessions and not registered as brokers or dealers under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), who have
agreed not to make any sales within the United States, its territories or
its possessions or to persons who are nationals thereof or residents
therein (such dealers who shall agree to sell Securities hereunder being
herein called "Selected Dealers") at the public offering price, less a
selling concession (which may be changed) of not in excess of $_______ per
Share and/or $_______ per Warrant payable as hereinafter provided, out of
which concession an

<PAGE>

amount not exceeding $________ per Share and/or $_______ per Warrant may be
reallowed by Selected Dealers to members of the NASD or foreign dealers
qualified as aforesaid. The Selected Dealers who are members of the NASD
agree to comply with all of the provisions of the NASD Conduct Rules.
Foreign Selected Dealers agree to comply with the provisions of Rule 2740
of the NASD Conduct Rules, and, if any such dealer is a foreign dealer and
not a member of the NASD, such Selected Dealer also agrees to comply with
the NASD's Interpretation with Respect to Free-Riding and Withholding, and
to comply, as though it were a member of the NASD, with the provisions of
Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420
thereof as that Rule applies to non-member foreign dealers. The
Underwriter has agreed that, during the term of this Agreement, it will be
governed by the terms and conditions hereof.

4. Barron Chase Securities, Inc. shall act as Underwriter and shall
have full authority to take such action as we may deem advisable in respect
to all matters pertaining to the public offering of the Securities.

5. If you desire to act as a Selected Dealer, and purchase any of
the Securities, your application should reach us promptly by facsimile,
letter or telegraph at the offices of Barron Chase Securities, Inc., 7700
West Camino Real, Boca Raton, Florida 33433, Attention: Robert T. Kirk. We
reserve the right to reject subscriptions in whole or in part, to make
allotments, and to close the subscription books at any time without notice.
The Securities allotted to you will be confirmed, subject to the terms and
conditions of this Selected Dealers Agreement (the "Agreement").

6. The privilege of subscribing for the Securities is extended to
you only on the condition that the Underwriter may lawfully sell the
Securities to Selected Dealers in your state or other applicable
jurisdiction.

7. Any Securities to be purchased by you under the terms of this
Agreement may be immediately reoffered to the public in accordance with the
terms of offering as set forth herein and in the Prospectus, subject to the
securities or Blue Sky laws of the various states or other jurisdictions.

You agree to pay us on demand for the account of the Underwriter an
amount equal to the Selected Dealer concession as to any Securities
purchased by you hereunder which, prior to the completion of the public
offering as defined in paragraph 8 below, we may purchase or contract to
purchase for our account and, in addition, we may charge you with any
broker's commission and transfer tax paid in connection with such purchase
or contract to purchase. Certificates for Securities delivered on such
repurchases need not be the identical certificates originally purchased.

<PAGE>

You agree to advise us from time to time, upon request, of the number
of Securities purchased by you hereunder and remaining unsold at the time
of such request, and, if in our opinion any such Securities shall be needed
to make delivery of the Securities sold or overallotted for the account of
the Underwriter, you will, forthwith upon our request, grant to us for the
account of the Underwriter the right, exercisable promptly after receipt of
notice from you that such right has been granted, to purchase, at the
Public Offering Price less the selling concession or such part thereof as
we shall determine, such number of Securities owned by you as shall have
been specified in our request.

No expenses shall be charged to Selected Dealers. A single transfer
tax, if payable, upon the sale of the Securities by the Underwriter to you
will be paid when such Securities are delivered to you. However, you shall
pay any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or otherwise.

Neither you nor any other person is or has been authorized to give any
information or to make any representation in connection with the sale of
the Securities other than as contained in the Prospectus.

8. The first three paragraphs of Section 7 hereof will terminate
when we shall have determined that the public offering of the Securities
has been completed and upon telefax notice to you of such termination, but,
if not theretofore terminated, they will terminate at the close of business
on the 30th full business day after the date hereof; provided, however,
that we shall have the right to extend such provisions for a further period
or periods, not exceeding an additional 30 days in the aggregate upon
telefax notice to you.

9. For the purpose of stabilizing the market in the Securities, we
have been authorized to make purchases and sales of the Securities of the
Company, in the open market or otherwise, for long or short account, and,
in arranging for sales, to overallot.

10. On becoming a Selected Dealer, and in offering and selling the
Securities, you agree to comply with all the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You
confirm that you are familiar with Rule 15c2-8 under the 1934 Act relating
to the distribution of preliminary and final prospectuses for securities of
an issuer (whether or not the issuer is subject to the reporting
requirements of Section 13 or 15(d) of the 1934 Act) and confirm that you
have complied and will comply therewith.

<PAGE>

We hereby confirm that we will make available to you such number of
copies of the Prospectus (as amended or supplemented) as you may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act, or
the rules and regulations thereunder.

11. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Securities are
qualified for sale under the respective securities or Blue Sky laws of such
states and other jurisdictions, but we shall not assume any obligation or
responsibility as to the right of any Selected Dealer to sell the
Securities in any state or other jurisdiction or as to the eligibility of
the Securities for sale therein. We will, if requested, file a Further
State Notice in respect of the Securities pursuant to Article 23-A of the
General Business Law of the State of New York.

12. No Selected Dealer is authorized to act as agent for the
Underwriter, or otherwise to act on our behalf, in offering or selling the
Securities to the public or otherwise or to furnish any information or make
any representation except as contained in the Prospectus.

13. Nothing will constitute the Selected Dealers an association or
other separate entity or partners with the Underwriter, or with each other,
but you will be responsible for your share of any liability or expense
based on any claim to the contrary. We shall not be under any liability
for or in respect of value, validity or form of the Securities, or the
delivery of the certificates for the Securities, or the performance by
anyone of any agreement on its part, or the qualification of the Securities
for sale under the laws of any jurisdiction, or for or in respect of any
other matter relating to this Agreement, except for lack of good faith and
for obligations expressly assumed by us or by the Underwriter in this
Agreement and no obligation on our part shall be implied herefrom. The
foregoing provisions shall not be deemed a waiver of any liability imposed
under the 1933 Act.

14. Payment for the Securities sold to you hereunder is to be made at
the Public Offering Price less the above-mentioned selling concession on
such time and date as we may advise, at the office of Barron Chase
Securities, Inc., 7700 West Camino Real, Boca Raton, Florida 33433,
Attention: Robert T. Kirk, by wire transfer to the account of the
Underwriter or by a certified or official bank check in current New York
Clearing House funds, payable to the order of Barron Chase Securities,
Inc., as Underwriter, against delivery of certificates for the Securities
so purchased. If such payment is not made at such time, you agree to pay
us interest on such funds at the prevailing broker's loan rate.

15. Notices to us should be addressed to us at the offices of Barron
Chase Securities, Inc., 7700 West Camino Real, Boca Raton, Florida 33433,
Attention: Robert T. Kirk. Notices to you shall be

<PAGE>

deemed to have been duly given if telephoned, telefaxed, telegraphed or
mailed to you at the address to which this Agreement or accompanying
Selected Dealer Letter is addressed.

16. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without giving effect to the choice
of law or conflicts of law principles thereof.

17. If you desire to purchase any Securities and act as a Selected
Dealer, please confirm your application by signing and returning to us your
confirmation on the duplicate copy of the Selected Dealer Letter enclosed
herewith, even though you may have previously advised us thereof by
telephone, letter or telegraph. Our signature hereon may be by facsimile.

Very truly yours,

BARRON CHASE SECURITIES, INC.

BY:____________________________
Authorized Officer

<PAGE>

SELECTED DEALER LETTER
----------------------

Robert T. Kirk, President
Barron Chase Securities, Inc.
7700 West Camino Real
Boca Raton, Florida 33433

We hereby subscribe for ___________ Shares and/or ___________Warrants
of Host America Corporation in accordance with the terms and conditions
stated in the foregoing Selected Dealers Agreement and this Selected Dealer
letter. We hereby acknowledge receipt of the Prospectus referred to in the
Selected Dealers Agreement and Selected Dealer letter. We further state
that in purchasing said Shares and/or Warrants we have relied upon said
Prospectus and upon no other statement whatsoever, whether written or oral.
We confirm that we are a dealer actually engaged in the investment banking
or securities business and that we are either (i) a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD"); or (ii)
a dealer with its principal place of business located outside the United
States, its territories and its possessions and not registered as a broker
or dealer under the Securities Exchange Act of 1934, as amended, who hereby
agrees not to make any sales within the United States, its territories or
its possessions or to persons who are nationals thereof or residents
therein. As a member of the NASD, we hereby agree to comply with all of
the provisions of NASD Conduct Rules. If we are a foreign Selected Dealer,
we agree to comply with the provisions of Rule 2740 of the NASD Conduct
Rules, and if we are a foreign dealer and not a member of the NASD, we
agree to comply with the NASD's interpretation with respect to free-riding
and withholding, and agree to comply, as though we were a member of the
NASD, with provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and
to comply with Rule 2420 of the NASD Conduct Rules as that Rule applies to
non-member foreign dealers.

Firm:____________________________

By:____________________________
(Name and Position)

Address:____________________________

____________________________

Telephone No.:____________________________

Dated: ____________________, 1998

EXHIBIT 1.3

UNDERWRITER'S WARRANT AGREEMENT (the "Underwriter's Warrant Agreement"
or "Agreement"), dated as of __________, 1998, between HOST AMERICA
CORPORATION (the "Company"), and BARRON CHASE SECURITIES, INC. (the
"Underwriter").

W I T N E S S E T H:
--------------------

WHEREAS, the Underwriter has agreed, pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof
between the Company and the Underwriter, to act as the Underwriter in
connection with the Company's proposed public offering of 1,200,000 shares
of the Company's Common Stock at $5.00 per share and 1,200,000 Warrants
("Public Warrants") at $.125 per Public Warrant (the "Public Offering");
and

WHEREAS, the Company proposes to issue to the Underwriter and/or
persons related to the Underwriter as those persons are defined in Rule
2710 of the NASD Conduct Rules (the "Holder"), 120,000 warrants ("Common
Stock Underwriter Warrants") to purchase 120,000 shares of the Company's
Common Stock (the "Shares") and 120,000 warrants ("Warrant Underwriter
Warrants") to purchase 120,000 Common Stock Purchase Warrants ("Underlying
Warrants") exercisable to purchase 120,000 shares of the Company's Common
Stock. The "Common Stock Underwriter Warrants" and the "Warrant
Underwriter Warrants" are collectively referred to as the "Warrants". The
"Shares" and the "Underlying Warrants" are collectively referred to as the
"Warrant Securities"; and

WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the Holders in consideration for, and as part
of the compensation in connection with, the Underwriter acting as
Underwriter pursuant to the Underwriting Agreement.

NOW, THEREFORE, in consideration of the premises, the payment to the
Company of TEN DOLLARS AND NO CENTS ($10.00), the agreements herein set
forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. GRANT AND PERIOD.

The above recitals are true and correct. The Public Offering has been
registered under a Registration Statement on Form SB-2 (File No. _______)
and declared effective by the Securities and Exchange Commission (the "SEC"
or "Commission") on __________, 1998 (the "Effective Date"). This
Agreement, relating to the purchase of the Warrants, is entered into
pursuant to the Underwriting Agreement between the Company and the
Underwriter in connection with the Public Offering.

<PAGE>

Pursuant to the Warrants, the Holders are hereby granted the right to
purchase from the Company, at any time during the period commencing on the
Effective Date and expiring five (5) years thereafter (the "Expiration
Time"), up to 120,000 Shares at an initial exercise price (subject to
adjustment as provided in Article 8 hereof) of $7.50 per share (150% of the
public offering price) and/or 120,000 non-redeemable Underlying Warrants at
an initial exercise price of $.1875 per warrant (150% of the public
offering price) (the "Exercise Price" or "Purchase Price"), subject to the
terms and conditions of this Agreement. Each Underlying Warrant is
exercisable to purchase one (1) share of Common Stock at $7.50 per share
during the five (5) year period commencing on the Effective Date.

Except as specifically otherwise provided herein, the Shares and the
Underlying Warrants constituting the Warrant Securities shall bear the same
terms and conditions as such securities described under the caption
"Description of Securities" in the Registration Statement, and as
designated in the Company's Articles of Incorporation and any amendments
thereto, and the Underlying Warrants shall be governed by the terms of the
Warrant Agreement executed in connection with the Company's public offering
(the "Warrant Agreement"), except as provided herein, and the Holders shall
have registration rights under the Securities Act of 1933, as amended (the
"Act"), for the Warrants, the Shares, the Underlying Warrants, and the
shares of Common Stock underlying the Underlying Warrants, as more fully
described in paragraph seven (7) of this Underwriter's Warrant Agreement.
In the event of any extension or change of the expiration date or reduction
or change of the exercise price of the Public Warrants, the same such
changes to the Underlying Warrants shall be simultaneously effected, except
that the Underlying Warrants shall expire no later than five (5) years from
the Effective Date.

2. WARRANT CERTIFICATES.

The warrant certificates (the "Warrant Certificate") delivered and to
be delivered pursuant to this Agreement shall be in the form set forth in
the form of Warrant Certificate, attached hereto and made a part hereof,
with such appropriate insertions, omissions, substitutions, and other
variations as required or permitted by this Agreement.

3. EXERCISE OF WARRANT.

3.1 FULL EXERCISE.

(i) The Holder hereof may effect a cash exercise of the Common
Stock Underwriter Warrants and/or the Warrant Underwriter Warrants
and/or the Underlying Warrants by surrendering the Warrant
Certificate, together with a Subscription in the form of Exhibit "A"
attached thereto, duly

<PAGE>

executed by such Holder to the Company, at any time prior to the
Expiration Time, at the Company's principal office, accompanied by
payment in cash or by certified or official bank check payable to the
order of the Company in the amount of the aggregate purchase price
(the "Aggregate Price"), subject to any adjustments provided for in
this Agreement. The aggregate price hereunder for each Holder shall
be equal to the exercise price as set forth in Section six (6) hereof
multiplied by the number of Warrants, Underlying Warrants or Shares
that are the subject of each Holder's Warrant (as adjusted as
hereinafter provided).

(ii) The Holder hereof may effect a cashless exercise of the
Common Stock Underwriter Warrants and/or the Underlying Warrants by
delivering the Warrant Certificate to the Company together with a
Subscription in the form of Exhibit "B" attached thereto, duly
executed by such Holder, in which case no payment of cash will be
required. Upon such cashless exercise, the number of Shares to be
purchased by each Holder hereof shall be determined by dividing: (i)
the number obtained by multiplying the number of Shares that are the
subject of each Holder's Warrant Certificate by the amount, if any, by
which the then Market Value (as hereinafter defined) exceeds the
Purchase Price; by (ii) the per share purchase price. In no event
shall the Company be obligated to issue any fractional securities and,
at the time it causes a certificate or certificates to be issued, it
shall pay the Holder in lieu of any fractional securities or shares to
which such Holder would otherwise be entitled, by the Company check,
in an amount equal to such fraction multiplied by the Market Value.
The Market Value shall be determined on a per Share basis as of the
close of the business day preceding the exercise, which determination
shall be made as follows: (a) if the Common Stock is listed for
trading on a national or regional stock exchange or is included on the
NASDAQ National Market or Small-Cap Market, the average closing sale
price quoted on such exchange or the NASDAQ National Market or Small-Cap
Market which is published in THE WALL STREET JOURNAL for the ten
(10) trading days immediately preceding the date of exercise, or if no
trade of the Common Stock shall have been reported during such period,
the last sale price so quoted for the next day prior thereto on which
a trade in the Common Stock was so reported; or (b) if the Common
Stock is not so listed, admitted to trading or included, the average
of the closing highest reported bid and lowest reported ask price as
quoted on the National Association of Securities Dealer's OTC Bulletin
Board or in the "pink sheets" published by the National Daily
Quotation Bureau for the first day immediately preceding the date of
exercise on which the Common Stock is traded.

3.2 PARTIAL EXERCISE. The securities referred to in

<PAGE>

paragraph 3.1 above also may be exercised from time to time in part by
surrendering the Warrant Certificate in the manner specified in Section 3.1
hereof, except that with respect to a cash exercise, the Purchase Price
payable shall be equal to the number of securities being purchased
hereunder multiplied by the per security Purchase Price, subject to any
adjustments provided for in this Agreement. Upon any such partial
exercise, the Company, at its expense, will forthwith issue to the Holder
hereof a new Warrant Certificate or Warrants of like tenor calling in the
aggregate for the number of securities (as constituted as of the date
hereof) for which the Warrant Certificate shall not have been exercised,
issued in the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct.

4. ISSUANCE OF CERTIFICATES.

Upon the exercise of the Warrants and/or the Underlying Warrants, the
issuance of certificates for the shares of Common Stock and/or other
securities shall be made forthwith (and in any event within three (3)
business days thereafter) without charge to the Holder thereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Sections
5 and 7 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificates in
a name other than that of the Holder and the Company shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

The Warrant Certificates and the certificates representing the shares
of Common Stock and/or other securities shall be executed on behalf of the
Company by the manual or facsimile signature of the then present Chairman
or Vice Chairman of the Board of Directors or President or Vice President
of the Company under its corporate seal reproduced thereon, attested to by
the manual or facsimile signature of the then present Secretary or
Assistant Secretary of the Company. Warrant Certificates shall be dated
the date of execution by the Company upon initial issuance, division,
exchange, substitution or transfer.

5. RESTRICTION ON TRANSFER OF WARRANTS.

The Holder of a Warrant Certificate, by acceptance thereof, covenants
and agrees that the Warrants may not be sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, for a period of
one (1) year from the Effective Date of the Public Offering, except (a) to
officers of the

<PAGE>

Underwriter or to officers and partners of the Selected Dealers
participating in the Public Offering; (b) by will; or (c) by operation of
law.

6. EXERCISE PRICE.

6.1 INITIAL AND ADJUSTED EXERCISE PRICES.

The initial exercise price of each Common Stock Underwriter Warrant
shall be $7.50 per share (150% of the public offering price). The initial
exercise price of each Warrant Underwriter Warrant shall be $.1875 per
Underlying Warrant (150% of the public offering price). The initial
exercise price of each Underlying Warrant shall be $7.50 per share. The
adjusted exercise price shall be the price which shall result from time to
time from any and all adjustments of the initial exercise price in
accordance with the provisions of Section 8 hereof. The Warrant
Underwriter Warrants and the Underlying Warrants are exercisable during the
five (5) year period commencing on the Effective Date.

6.2 EXERCISE PRICE.

The term "Exercise Price" herein shall mean the initial exercise price
or the adjusted exercise price, depending upon the context.

7. REGISTRATION RIGHTS.

7.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933.

The Warrants, the Shares, the Underlying Warrants and the shares of
Common Stock issuable upon exercise of the Underlying Warrants
(collectively the "Registrable Securities") have been registered under the
Securities Act of 1933, as amended (the "Act"). Upon exercise, in part or
in whole, of the Warrants, certificates representing the Shares, the
Underlying Warrants and/or the shares of Common Stock issuable upon
exercise of the Underlying Warrants shall bear the following legend in the
event there is no current registration statement effective with the
Commission at such time as to such securities:

The securities represented by this certificate may not be offered
or sold except pursuant to (i) an effective registration
statement under the Act, (ii) to the extent applicable, Rule 144
under the Act (or any similar rule under such Act relating to the
disposition of securities), or (iii) an opinion of counsel, if
such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act and
applicable state securities laws is available.

<PAGE>

7.2 PIGGYBACK REGISTRATION.

If, at any time commencing after the Effective Date of the offering
and expiring seven (7) years thereafter, the Company prepares and files a
post-effective amendment to the Registration Statement, or a new
Registration Statement under the Act, or files a Notification on Form 1-A
or otherwise registers securities under the Act, or files a similar
disclosure document with the Commission (collectively the "Registration
Documents") as to any of its securities under the Act (other than under a
Registration Statement pursuant to Form S-8), it will give written notice
by registered mail, at least thirty (30) days prior to the filing of each
such Registration Document, to the Underwriter and to all other Holders of
the Registrable Securities of its intention to do so. If the Underwriter
and/or other Holders of the Registrable Securities notify the Company
within twenty (20) days after receipt of any such notice of its or their
desire to include any such Registrable Securities in such proposed
Registration Documents, the Company shall afford the Underwriter and such
Holders of such Registrable Securities the opportunity to have any
Registrable Securities registered under such Registration Documents or any
other available Registration Document.

Notwithstanding the provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice
pursuant to this Section 7.2 (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file
any such proposed registration statement, or to withdraw the same after the
filing but prior to the effective date thereof.

7.3 DEMAND REGISTRATION.

(a) At any time commencing one (1) year after the Effective Date of
the Public Offering, and expiring four (4) years thereafter, the Holders of
Registrable Securities representing more than 50% of such securities at
that time outstanding shall have the right (which right is in addition to
the registration rights under Section 7.2 hereof), exercisable by written
notice to the Company, to have the Company prepare and file with the
Commission, on one occasion, a registration statement and/or such other
documents, including a prospectus, and/or any other appropriate disclosure
document as may be reasonably necessary in the opinion of both counsel for
the Company and counsel for the Underwriter and Holders, in order to comply
with the provisions of the Act, so as to permit a public offering and sale
of their respective Registrable Securities for nine (9) consecutive months
(or such longer period of time as permitted by the Act) by such Holders and
any other Holders of any of the Registrable Securities who notify the
Company within ten (10) days after being given notice from the Company of
such request. A Demand Registration shall not be counted as a Demand
Registration hereunder until such Demand

<PAGE>

Registration has been declared effective by the SEC and maintained
continuously effective for a period of at least nine months or such shorter
period when all Registrable Securities included therein have been sold in
accordance with such Demand Registration, provided that a Demand
Registration shall be counted as a Demand Registration hereunder if the
Company ceases its efforts in respect of such Demand Registration at the
request of the majority Holders making the demand for a reason other than
a material and adverse change in the business, assets, prospects or
condition (financial or otherwise) of the Company and its subsidiaries
taken as a whole.

(b) The Company covenants and agrees to give written notice of any
registration request under this Section 7.3 by the majority of the Holders
to all other registered Holders of any of the Registrable Securities within
ten (10) days from the date of the receipt of any such registration
request.

(c) In addition to the registration rights under Section 7.2 and
subsection (a) of this Section 7.3, at any time commencing one (1) year
after the Effective Date of the offering, and expiring four (4) years
thereafter, the Holders of a majority of the Registrable Securities shall
have the right, exercisable by written request to the Company, to have the
Company prepare and file, on one occasion, with the Commission a
registration statement or any other appropriate disclosure document so as
to permit a public offering and sale for nine (9) consecutive months (or
such longer period of time as permitted by the Act) by any such Holder of
Registrable Securities; provided, however, that the provisions of Section
7.4(b) hereof shall not apply to any such registration request and
registration and all costs incident thereto shall be at the expense of the
Holder or Holders participating in the offering pro-rata.

(d) Any written request by the Holders made pursuant to this Section
7.3 shall:

(i) specify the number of Registrable Securities which the
Holders intend to offer and sell and the minimum price at which the
Holders intend to offer and sell such securities;

(ii) state the intention of the Holders to offer such securities
for sale;

(iii) describe the intended method of distribution of such
securities; and

(iv) contain an undertaking on the part of the Holders to provide
all such information and materials concerning the Holders and take all
such action as may be reasonably required to permit the Company to
comply with all applicable requirements of the Commission and to
obtain acceleration of the effective date of the registration
statement.

<PAGE>

7.4 COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.

In connection with the filing of any Registration Document by the
Company, the Company covenants and agrees as follows:

(a) The Company shall use its best efforts to file a registration
statement within forty-five (45) days of receipt of any demand pursuant to
Section 7.3, and shall use its best efforts to have any such registration
statement declared effective at the earliest practicable time. The Company
will promptly notify each seller of such Registrable Securities and confirm
such advice in writing, (i) when such registration statement becomes
effective, (ii) when any post-effective amendment to such registration
statement becomes effective and (iii) of any request by the SEC for any
amendment or supplement to such registration statement or any prospectus
relating thereto or for additional information.

The Company shall furnish to each seller of such Registrable
Securities such number of copies of such registration statement and of each
such amendment and supplement thereto (in each case including each
preliminary prospectus and summary prospectus) in conformity with the
requirements of the Act, and such other documents as such seller may
reasonably request in order to facilitate the disposition of the
Registrable Securities by such seller.

(b) The Company shall pay all costs (excluding transfer taxes, if
any, and fees and expenses of Holder(s)' counsel and the Holder's pro-rata
portion of the selling discount or commissions), fees and expenses in
connection with all registration statements filed pursuant to Sections 7.2
and 7.3(a) hereof including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses. The
Holder(s) will pay all costs, fees and expenses in connection with any
registration statement filed pursuant to Section 7.3(c). If the Company
shall fail to comply with the provisions of Section 7.3(a), the Company
shall, in addition to any other equitable or other relief available to the
Holder(s), be liable for any or all special and consequential damages
sustained by the Holder(s) requesting registration of their Registrable
Securities.

(c) The Company shall prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be reasonably necessary to keep such
registration statement effective for at least nine months (or such longer
period as permitted by the Act), and to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the seller or sellers of Registrable Securities
set forth in such registration statement. If at any time the SEC should
institute or threaten to institute any

<PAGE>

proceedings for the purpose of issuing a stop order suspending the
effectiveness of any such registration statement, the Company will promptly
notify each seller of such Registrable Securities and will use all
reasonable efforts to prevent the issuance of any such stop order or to
obtain the withdrawal thereof as soon as possible. The Company will use
its good faith reasonable efforts and take all reasonably necessary action
which may be required in qualifying or registering the Registrable
Securities included in a registration statement for offering and sale under
the securities or blue sky laws of such states as reasonably are required
by the Holder(s), provided that the Company shall not be obligated to
execute or file any general consent to service of process or to qualify as
a foreign corporation to do business under the laws of any such
jurisdiction. The Company shall use its good faith reasonable efforts to
cause such Registrable Securities covered by such registration statement to
be registered with or approved by such other governmental agencies or
authorities of the United States or any State thereof as may be reasonably
necessary to enable the seller or sellers thereof to consummate the
disposition of such Registrable Securities.

(d) The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement and each
person, if any, who controls such Holders within the meaning of Section 15
of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), against all loss, claim, damage, expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them
may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the
same effect as the provisions pursuant to which the Company has agreed to
indemnify the Underwriter as contained in the Underwriting Agreement.

(e) If requested by the Company prior to the filing of any
registration statement covering the Registrable Securities, each of the
Holder(s) of the Registrable Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage or expense or liability (including all expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to
which they may become subject under the Act, the Exchange Act or otherwise,
arising from written information furnished by such Holder, or their
successors or assigns, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions
contained in the Underwriting Agreement pursuant to which the Underwriter
has agreed to indemnify the

<PAGE>

Company, except that the maximum amount which may be recovered from each
Holder pursuant to this paragraph or otherwise shall be limited to the
amount of net proceeds received by the Holder from the sale of the
Registrable Securities.

(f) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrants or Underlying Warrants
prior to the filing of any registration statement or the effectiveness
thereof.

(g) The Company shall not permit the inclusion of any securities
other than the Registrable Securities to be included in any registration
statement filed pursuant to Section 7.3 hereof without the prior written
consent of the Holders of the Registrable Securities representing a
majority of such securities.

(h) The Company shall furnish to each Holder participating in the
offering and to each underwriter, if any, a signed counterpart, addressed
to such Holder or underwriter, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion dated the
date of the closing under the underwriting agreement), and (ii) a "cold
comfort" letter dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, a
letter dated the date of the closing under the underwriting agreement)
signed by the independent public accountants who have issued a report on
the Company's financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the
case of such accountants' letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered in opinions
of issuer's counsel and in accountants' letters delivered to underwriters
in underwritten public offerings of securities.

(i) The Company shall deliver promptly to each Holder participating
in the offering requesting the correspondence and memoranda described below
and the managing underwriter copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda
relating to discussions with the Commission or its staff with respect to
the registration statement and permit each Holder and underwriter to do
such investigation, upon reasonable advance notice, with respect to
information contained in or omitted from the registration statement as it
deems reasonably necessary to comply with applicable securities laws or
rules of the National Association of Securities Dealers, Inc. ("NASD").
Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers
and independent auditors, all to such reasonable extent and at such
reasonable times and as

<PAGE>

often as any such Holder shall reasonably request.

(j) With respect to a registration statement filed pursuant to
Section 7.3, the Company, if requested, shall enter into an underwriting
agreement with the managing underwriter, reasonably satisfactory to the
Company, selected for such underwriting by Holders holding a majority of
the Registrable Securities requested to be included in such underwriting.
Such agreement shall be satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders, if required by the Underwriter to be
parties to any underwriting agreement relating to an underwritten sale of
their Registrable Securities, may, at their option, require that any or all
the representations, warranties and covenants of the Company to or for the
benefit of such underwriters shall also be made to and for the benefit of
such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution.

(k) Notwithstanding the provisions of paragraph 7.2 or paragraph 7.3
of this Agreement, the Company shall not be required to effect or cause the
registration of Registrable Securities pursuant to paragraph 7.2 or
paragraph 7.3 hereof if, within thirty (30) days after its receipt of a
request to register such Registrable Securities (i) counsel for the Company
delivers an opinion to the Holders requesting registration of such
Registrable Securities, in form and substance satisfactory to counsel to
such Holder(s), to the effect that the entire number of Registrable
Securities proposed to be sold by such Holder(s) may otherwise be sold, in
the manner proposed by such Holder(s), without registration under the
Securities Act, or (ii) the SEC shall have issued a no-action position, in
form and substance satisfactory to counsel for the Holder(s) requesting
registration of such Registrable Securities, to the effect that the entire
number of Registrable Securities proposed to be sold by such Holder(s) may
be sold by it, in the manner proposed by such Holder(s), without
registration under the Securities Act.

(l) After completion of the Public Offering, the Company shall not,
directly or indirectly, enter into any merger, business combination or
consolidation in which (a) the Company shall not be the surviving
corporation and (b) the stockholders of the Company are to receive, in
whole or in part, capital stock or other securities of the surviving
corporation, unless the surviving corporation shall, prior to such merger,
business combination or consolidation, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose
references hereunder to "Registrable Securities" shall be deemed to include

<PAGE>

the securities which the Holders would be entitled to receive in exchange
for Registrable Securities under any such merger, business combination or
consolidation, provided that to the extent such securities to be received
are convertible into shares of Common Stock of the issuer thereof, then any
such shares of Common Stock as are issued or issuable upon conversion of
said convertible securities shall also be included within the definition of
"Registrable Securities".

(m) In the event the Company receives from the Holders of any
Registrable Securities representing more than 50% of such securities at
that time outstanding, a request that the Company effect a registration on
Form S-3 with respect to the Registrable Securities and if Form S-3 is
available for such offering, the Company shall, as soon as practicable,
effect such registration as would permit or facilitate the sale and
distribution of the Registrable Securities as are specified in the request.
All expenses incurred in connection with a registration requested pursuant
to this Section shall be borne by the Company. Registrations effected
pursuant to this Section 7.3(e) shall not be counted as registrations
pursuant to Section 7.3(a) and 7.3(c) hereof.

8. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

8.1 ADJUSTMENT FOR DIVIDENDS, SUBDIVISIONS, COMBINATIONS OR
RECLASSIFICATIONS.

In case the Company shall (a) pay a dividend or make a distribution in
shares of its capital stock (whether shares of Common Stock or of capital
stock of any other class), (b) subdivide its outstanding shares of Common
Stock into a greater number of shares, (c) combine its outstanding shares
of Common Stock into a smaller number of shares, or (d) issue by
reclassification of its shares of Common Stock any shares of capital stock
of the Company; then, and in each such case, the per share Exercise Price
and the number of Warrant Securities in effect immediately prior to such
action shall be adjusted so that the Holder of this Warrant thereafter upon
the exercise hereof shall be entitled to receive the number and kind of
shares of the Company which such Holder would have owned immediately
following such action had this Warrant been exercised immediately prior
thereto. An adjustment made pursuant to this Section shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification. If, as
a result of an adjustment made pursuant to this Section, the Holder of this
Warrant shall become entitled to receive shares of two or more classes of
capital stock of the Company, the Board of Directors of the Company (whose
determination shall be conclusive) shall determine the allocation of the
adjusted Exercise Price between or among shares of such class of capital
stock.

<PAGE>

Immediately upon any adjustment of the Exercise Price pursuant to this
Section, the Company shall send written notice thereof to the Holder of
Warrant Certificates (by first class mail, postage prepaid), which notice
shall state the Exercise Price resulting from such adjustment, and any
increase or decrease in the number of Warrant Securities to be acquired
upon exercise of the Warrants, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.

8.2 ADJUSTMENT FOR REORGANIZATION, MERGER OR CONSOLIDATION.

In case of any reorganization of the Company or consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock),
the corporation formed by such consolidation or merger shall execute and
deliver to the Holder a supplemental Warrant agreement providing that the
Holder of each Warrant then outstanding or to be outstanding shall have the
right thereafter (until the expiration of such Warrant) to receive, upon
exercise of such warrant, the kind and amount of shares of stock and other
securities and property receivable upon such consolidation or merger, by a
holder of the number of shares of Common Stock of the Company for which
such warrant might have been exercised immediately prior to such
reorganization, consolidation, merger, conveyance, sale or transfer. Such
supplemental Warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 8 and such registration
rights and other rights as provided in this Agreement. The Company shall
not effect any such consolidation, merger, or similar transaction as
contemplated by this paragraph, unless prior to or simultaneously with the
consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing,
receiving, or leasing such assets or other appropriate corporation or
entity shall assume, by written instrument executed and delivered to the
Holders, the obligation to deliver to the Holders, such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, such
holders may be entitled to purchase, and to perform the other obligations
of the Company under this Agreement. The above provision of this
Subsection shall similarly apply to successive consolidations or
successively whenever any event listed above shall occur.

8.3 DIVIDENDS AND OTHER DISTRIBUTIONS.

In the event that the Company shall at any time prior to the exercise
of all of the Warrants and/or Underlying Warrants distribute to its
stockholders any assets, property, rights, evidences of indebtedness,
securities (other than a distribution

<PAGE>

made as a cash dividend payable out of earnings or out of any earned
surplus legally available for dividends under the laws of the jurisdictions
of incorporation of the Company), whether issued by the Company or by
another, the Holders of the unexercised Warrants shall thereafter be
entitled, in addition to the shares of Common Stock or other securities and
property receivable upon the exercise thereof, to receive, upon the
exercise of such Warrants, the same property, assets, rights, evidences of
indebtedness, securities or any other thing of value that they would have
been entitled to receive at the time of such distribution as if the
Warrants had been exercised immediately prior to such distribution. At the
time of any such distribution, the Company shall make appropriate reserves
to ensure the timely performance of the provisions of this subsection or an
adjustment to the Exercise Price, which shall be effective as of the day
following the record date for such distribution.

8.4 ADJUSTMENT IN NUMBER OF SECURITIES.

Upon each adjustment of the Exercise Price pursuant to the provisions
of this Section 8, the number of securities issuable upon the exercise of
each Warrant and/or Underlying Warrant shall be adjusted to the nearest
full amount by multiplying a number equal to the Exercise Price in effect
immediately prior to such adjustment by the number of securities issuable
upon exercise of the Warrants and/or the Underlying Warrants immediately
prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

8.5 NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES.

No adjustment of the Exercise Price shall be made if the amount of
said adjustment shall be less than 5 cents ($.05) per Share, provided,
however, that in such case any adjustment that would otherwise be required
then to be made shall be carried forward and shall be made at the time of
and together with the next subsequent adjustment which, together with any
adjustment so carried forward, shall amount to at least 5 cents ($.05) per
Share.

8.6 ACCOUNTANT'S CERTIFICATE OF ADJUSTMENT.

In each case of an adjustment or readjustment of the Exercise Price or
the number of any securities issuable upon exercise of the Warrants and/or
Underlying Warrants, the Company, at its expense, shall cause independent
certified public accountants of recognized standing selected by the Company
(who may be the independent certified public accountants then auditing the
books of the Company) to compute such adjustment or readjustment in
accordance herewith and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to any Holder of the Warrants and/or Underlying Warrants at the
Holder's address as shown on the Company's books.

<PAGE>

The certificate shall set forth such adjustment or readjustment, showing in
detail the facts upon which such adjustment or readjustment is based
including, but not limited to, a statement of (i) the Exercise Price at the
time in effect, and (ii) the number of additional securities and the type
and amount, if any, of other property which at the time would be received
upon exercise of the Warrants and/or Underlying Warrants.

8.7 ADJUSTMENT OF UNDERLYING WARRANT EXERCISE PRICE.

With respect to any of the Underlying Warrants whether or not the
Underlying Warrants have been exercised (or are exercisable) and whether or
not the Underlying Warrants are issued and outstanding, the Underlying
Warrant exercise price and the number of shares of Common Stock underlying
such Underlying Warrants shall be automatically adjusted in accordance with
the Warrant Agreement between the Company and the Company's transfer agent,
upon occurrence of any of the events relating to adjustments described
therein. Thereafter, the Underlying Warrants shall be exercisable at such
adjusted Underlying Warrant exercise price for such adjusted number of
underlying shares of Common Stock or other securities, properties or
rights.

9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES.

Each Warrant Certificate is exchangeable without expense, upon the
surrender thereof by the registered Holder at the principal executive
office of the Company, for a new Warrant Certificate of like tenor and date
representing in the aggregate the right to purchase the same number of
securities in such denominations as shall be designated by the Holder
thereof at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of any Warrant Certificate,
and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation
of the Warrants, if mutilated, the Company will make and deliver a new
Warrant Certificate of like tenor, in lieu thereof.

10. ELIMINATION OF FRACTIONAL INTEREST.

The Company shall not be required to issue certificates representing
fractions of shares of Common Stock upon the exercise of the Warrants
and/or Underlying Warrants, nor shall it be required to issue script or pay
cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests may be eliminated, at the Company's option,
by rounding any fraction up to the nearest whole number of shares of Common
Stock or other securities, properties or rights, or in lieu thereof

<PAGE>

paying cash equal to such fractional interest multiplied by the current
value of a share of Common Stock.

11. RESERVATION, VALIDITY AND LISTING.

The Company covenants and agrees that during the exercise period, the
Company shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance upon the
exercise of the Warrants and the Underlying Warrants, such number of shares
of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise under this Warrant Certificate. The Company
covenants and agrees that, upon exercise of the Warrants and/or the
Underlying Warrants, and payment of the Exercise Price therefor, all shares
of Common Stock and other securities issuable upon such exercise shall be
duly authorized, validly issued, fully paid, non-assessable and not subject
to the preemptive rights of any stockholder. As long as the Warrants
and/or Underlying Warrants shall be outstanding, the Company shall use its
best efforts to cause all shares of Common Stock issuable upon the exercise
of the Warrants and the Underlying Warrants to be listed and quoted
(subject to official notice of issuance) on all securities Exchanges and
Systems on which the Common Stock and/or the Public Warrants may then be
listed and/or quoted, including Nasdaq.

12. NOTICES TO WARRANT HOLDERS.

Nothing contained in this Agreement shall be construed as conferring
upon the Holders of the Warrants and/or Underlying Warrants the right to
vote or to consent or to receive notice as a stockholder in respect of any
meetings of stockholders for the election of directors or any other matter,
or as having any rights whatsoever as a stockholder of the Company. If,
however, at any time prior to the expiration of the Warrants and/or
Underlying Warrants and their exercise, any of the following events shall
occur:

(a) the Company shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or
retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe
therefor; or

<PAGE>

Company (other than in connection with a consolidation or merger) or
a sale of all or substantially all of its property, assets and
business as an entirety shall be proposed;

then, in any one or more of said events, the Company shall give written
notice of such event at least fifteen (15) days prior to the date fixed as
a record date of the date of closing the transfer books for the
determination of the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale.
Such notices shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to give such notice or any
defect therein shall not affect the validity of any action taken in
connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription
rights, options or warrants, or any proposed dissolution, liquidation,
winding up or sale.

13. UNDERLYING WARRANTS.

The form of the certificate representing the Underlying Warrants (and
the form of election to purchase shares of Common Stock upon the exercise
of the Underlying Warrants and the form of assignment printed on the
reverse thereof) shall be substantially as set forth in the exhibits to the
Warrant Agreement. Subject to the terms of this Agreement, one (1)
Underlying Warrant shall evidence the right to initially purchase one (1)
fully-paid and non-assessable share of Common Stock at an initial purchase
price of $7.50 during the five (5) year period commencing on the Effective
Date of the Registration Statement, at which time the Underlying Warrants,
unless the exercise period has been extended, shall expire. The exercise
price of the Underlying Warrants and the number of shares of Common Stock
issuable upon the exercise of the Underlying Warrants are subject to
adjustment, whether or not the Warrants have been exercised and the
Underlying Warrants have been issued, in the manner and upon the occurrence
of the events set forth in the Warrant Agreement, which is hereby
incorporated herein by reference and made a part hereof as if set forth in
its entirety herein. Subject to the provisions of this Agreement and upon
issuance of the Underlying Warrants, each registered holder of such
Underlying Warrant shall have the right to purchase from the Company (and
the Company shall issue to such registered holders) up to the number of
fully-paid and non-assessable shares of Common Stock (subject to adjustment
as provided in the Warrant Agreement) set forth in such Warrant
Certificate, free and clear of all preemptive rights of stockholders,
provided that such registered Holder complies with the terms governing
exercise of the Underlying Warrant set forth in the Warrant Agreement, and
pays the applicable exercise price, determined in accordance with the terms
of the Warrant Agreement. Upon exercise of the Underlying Warrants, the

<PAGE>

Company shall forthwith issue to the registered Holder of any such
Underlying Warrant in his name or in such name as may be directed by him,
certificates for the number of shares of Common Stock so purchased. Except
as otherwise provided herein and in this Agreement, the Underlying Warrants
shall be governed in all respects by the terms of the Warrant Agreement.
The Underlying Warrants shall be transferrable in the manner provided in
the Warrant Agreement, and upon any such transfer, a new Underlying Warrant
certificate shall be issued promptly to the transferee. The Company
covenants to send to each Holder, irrespective of whether or not the
Warrants have been exercised, any and all notices required by the Warrant
Agreement to be sent to holders of Underlying Warrants.

14. NOTICES.

All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly given when sent
by facsimile and personally delivered, or mailed by registered or certified
mail, return receipt requested:

(a) If to the registered Holder of any of the Registrable
Securities, to the address of such Holder as shown on the books of the
Company; or

(b) If to the Company, to the address set forth below or to such
other address as the Company may designate by notice to the Holders.

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

With copies to: John B. Wills, Esq.
410 17th Street, Suite 1940
Denver, Colorado 80202

and

David A. Carter, P.A.
2300 Glades Road, Suite 210W
Boca Raton, Florida 33431

15. ENTIRE AGREEMENT: MODIFICATION.

This Agreement (and the Underwriting Agreement and Warrant Agreement
to the extent applicable) contain the entire understanding between the
parties hereto with respect to the subject matter hereof, and the terms and
provisions of this Agreement may not be modified, waived or amended except
in a

<PAGE>

writing executed by the Company and the Holders of at least a majority of
Registrable Securities (based on underlying numbers of shares of Common
Stock). Notice of any modification, waiver or amendment shall be promptly
provided to any Holder not consenting to such modification, waiver or
amendment.

16. SUCCESSORS.

All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.

17. TERMINATION.

This Agreement shall terminate at the close of business on
_____________, 2005. Notwithstanding the foregoing, the indemnification
provisions of Section 7 shall survive such termination.

18. GOVERNING LAW; SUBMISSION TO JURISDICTION.

This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Florida and for
all purposes shall be construed in accordance with the laws of said State
without giving effect to the rules of said State governing the conflicts of
laws. The Company, the Underwriter and the Holders hereby agree that any
action, proceeding or claim arising out of, or relating in any way to, this
Agreement shall be brought and enforced in a federal or state court of
competent jurisdiction with venue only in the Fifteenth Judicial Circuit
Court in and for Palm Beach County, Florida or the United States District
Court for the Southern District of Florida, West Palm Beach Division, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company, the Underwriter and the Holders hereby irrevocably
waive any objection to such exclusive jurisdiction or inconvenient forum.
A party to this Agreement named as a Defendant in any action brought in
connection with this Agreement in any court outside of the above named
designated county or district shall have the right to have the venue of
said action changed to the above designated county or district or, if
necessary, have the case dismissed, requiring the other party to refile
such action in an appropriate court in the above designated county or
federal district.

19. SEVERABILITY.

If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any
other provision of this Agreement.

<PAGE>

20. CAPTIONS.

The caption headings of the Sections of this Agreement are for
convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive
effect.

21. BENEFITS OF THIS AGREEMENT.

Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Underwriter and any other
registered Holder(s) of the Warrant Certificates or Registrable Securities
any legal or equitable right, remedy or claim under this Agreement; and
this Agreement shall be for the sole and exclusive benefit of the Company
and the Underwriter and any other Holder(s) of the Warrant Certificates or
Registrable Securities.

22. COUNTERPARTS.

This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

HOST AMERICA CORPORATION

BY:___________________________________
Geoffrey W. Ramsey, President

Attest:

______________________________
Anne L. Ramsey, Secretary

BARRON CHASE SECURITIES, INC.

By:___________________________________
Robert Kirk, President

<PAGE>

HOST AMERICA CORPORATION

WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY
SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

EXERCISABLE ON OR BEFORE
5:30 P.M, EASTERN TIME ON ____________, 2003

NO. W-______

_______ Common Stock ________ Warrant
Underwriter Underwriter
Warrants Warrants

________ Underlying
Warrants

This Warrant Certificate certifies that ____________________, or
registered assigns, is the registered holder of __________ Common Stock
Underwriter Warrants and/or __________ Warrant Underwriter Warrants and/or
__________ Underlying Warrants of HOST AMERICA CORPORATION (the "Company").
Each Common Stock Underwriter Warrant permits the Holder hereof to purchase
initially, at any time from _____________, 1998 ("Purchase Date") until
5:30 p.m. Eastern Time on ____________, 2003 ("Expiration Date"), one (1)
share of the Company's Common Stock at the initial exercise price, subject
to adjustment in certain events (the "Exercise Price"), of $7.50 per share
(150% of the public offering price). Each Warrant Underwriter Warrant
permits the Holder hereof to purchase initially, at any time from the
Purchase Date until five (5) years from the Purchase Date, one (1)
Underlying Warrant at the Exercise Price of $.1875 per Underlying Warrant.
Each Underlying Warrant permits the Holder thereof to purchase, at any time
from the Purchase Date until five (5) years from the Purchase Date, one
(1) share of the Company's Common Stock at the Exercise Price of $7.50 per
share.

<PAGE>

Any exercise of Common Stock Underwriter Warrants and/or Warrant
Underwriter Warrants and/or Underlying Warrants shall be effected by
surrender of this Warrant Certificate and payment of the Exercise Price at
an office or agency of the Company, but subject to the conditions set forth
herein and in the Underwriter's Warrant Agreement dated as of __________,
1998, between the Company and Barron Chase Securities, Inc. (the
"Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be
made by certified check or official bank check in New York Clearing House
funds payable to the order of the Company in the event there is no cashless
exercise pursuant to Section 3.1(ii) of the Underwriter's Warrant
Agreement. The Common Stock Underwriter Warrants, the Warrant Underwriter
Warrants, and the Underlying Warrants are collectively referred to as
"Warrants".

No Warrant may be exercised after 5:30 p.m., Eastern Time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, hereby shall thereafter be void.

The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Underwriter's Warrant
Agreement, which Underwriter's Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to
for a description of the rights, limitation or rights, obligations, duties
and immunities thereunder of the Company and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder)
of the Warrants.

The Underwriter's Warrant Agreement provides that upon the occurrence
of certain events, the Exercise Price and the type and/or number of the
Company's securities issuable thereupon may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the
holder, issue a new Warrant Certificate evidencing the adjustment in the
Exercise Price and the number and/or type of securities issuable upon the
exercise of the Warrants; provided, however, that the failure of the
Company to issue such new Warrant Certificates shall not in any way change,
alter, or otherwise impair, the rights of the holder as set forth in the
Underwriter's Warrant Agreement.

Upon due presentment for registration or transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Underwriter's Warrant Agreement, without any charge
except for any tax or other governmental charge imposed in connection with
such transfer.

Upon the exercise of less than all of the Warrants evidenced

<PAGE>

by this Certificate, the Company shall forthwith issue to the holder hereof
a new Warrant Certificate representing such number of unexercised Warrants.

The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of
any exercise hereof, and of any distribution to the holder(s) hereof, and
for all other purposes, and the Company shall not be affected by any notice
to the contrary.

All terms used in this Warrant Certificate which are defined in the
Underwriter's Warrant Agreement shall have the meanings assigned to them in
the Underwriter's Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of ____________, 1998

HOST AMERICA CORPORATION

BY:___________________________________
Geoffrey W. Ramsey, President

Attest:

_____________________________
Anne L. Ramsey, Secretary

<PAGE>

EXHIBIT "A"

FORM OF SUBSCRIPTION (CASH EXERCISE)
------------------------------------

(To be signed only upon exercise of Warrant)

TO: Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

The undersigned, the Holder of Warrant Certificate number _____ (the
"Warrant"), representing __________ Common Stock Underwriter Warrants
and/or __________ Warrant Underwriter Warrants and/or __________ Underlying
Warrants of HOST AMERICA CORPORATION (the "Company"), which Warrant
Certificate is being delivered herewith, hereby irrevocably elects to
exercise the purchase right provided by the Warrant Certificate for, and to
purchase thereunder, __________ Shares and/or __________ Underlying
Warrants of the Company, and herewith makes payment of $___________
therefor, and requests that the certificates for such securities be issued
in the name of, and delivered to, ______________________________________,
whose address is ________________________________________________________
_______________________________________________________________________,
all in accordance with the Underwriter's Warrant Agreement and the Warrant
Certificate.

Dated: _________________________

______________________________________
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate)

______________________________________

______________________________________
(Address)

<PAGE>

EXHIBIT "B"

FORM OF SUBSCRIPTION (CASHLESS EXERCISE)
----------------------------------------

TO: Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

The undersigned, the Holder of Warrant Certificate number _____ (the
"Warrant"), representing __________ Common Stock Underwriter Warrants
and/or ___________ Underlying Warrants of HOST AMERICA CORPORATION (the
"Company"), which Warrant is being delivered herewith, hereby irrevocably
elects the cashless exercise of the purchase right provided by the
Underwriter's Warrant Agreement and the Warrant Certificate for, and to
purchase thereunder, Shares of the Company in accordance with the formula
provided at Section three (3) of the Underwriter's Warrant Agreement. The
undersigned requests that the certificates for such Shares be issued in the
name of, and delivered to, __________________________________________,
whose address is _______________________________________________________
__________________________________________________________________, all in
accordance with the Warrant Certificate.

Dated: ________________________

______________________________________
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate)

______________________________________

_____________________________________
(Address)

<PAGE>

(FORM OF ASSIGNMENT)

(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)

FOR VALUE RECEIVED __________________________________________________
hereby sells, assigns and transfers unto

(Print name and address of transferee)

this Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ____________
__________________________ Attorney, to transfer the within Warrant
Certificate on the books of the within-named Company, and full power of
substitution.

Dated: Signature:

_____________________ ______________________________________
(Signature must conform in all respects
to name of holder as specified on the
fact of the Warrant Certificate)

_______________________________________
(Insert Social Security or Other
Identifying Number of Assignee)

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

UNIVERSITY DINING SERVICES, INC.

KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator
being a natural person of the age of eighteen years or more and desiring to
form a body corporate under the laws of the State of Delaware does hereby
sign, verify and deliver in duplicate to the Secretary of State of the
State of Delaware, the Certificate of Incorporation:

ARTICLE I
---------
NAME
----

The name of the Corporation shall be: University Dining Services, Inc.

ARTICLE II
----------
PERIOD OF DURATION
------------------

The Corporation shall exist in perpetuity, from and after the date of
filing the Certificate of Incorporation with the Secretary of State of the
State of Delaware unless dissolved according to law.

ARTICLE III
-----------
PURPOSES AND POWERS
-------------------

1. PURPOSES. Except as restricted by the Certificate of
Incorporation, the Corporation is organized for the purpose of transacting
all lawful business for which corporations may be incorporated pursuant to
the General Corporation Law of Delaware.

2. GENERAL POWERS. Except as restricted by the Certificate of
Incorporation, the Corporation shall have and may exercise all powers and
rights which a corporation may exercise legally pursuant to the General
Corporation Law of Delaware.

ARTICLE IV
----------
STOCK
-----

The aggregate number of shares which this Corporation shall have
authority to issue is one hundred million (100,000,000) shares of a par
value of one tenth of one cent ($0.001) each, which shares shall be
designated "Common Stock".

1. DIVIDENDS. Dividends in cash, property or shares of the
corporation may be paid upon the Common Stock, as and when declared by the
Board of Directors, out of funds of the Corporation to the extent and in
the manner permitted by law.

<PAGE>

2. DISTRIBUTION IN LIQUIDATION. Upon any liquidation, dissolution or
winding up of the corporation, and after paying or adequately providing for
the payment of all its obligations, the remainder of the assets of the
Corporation shall be distributed, either in cash or in kind to the holders
of the Common Stock.

3. VOTING RIGHTS; CUMULATIVE VOTING. Each outstanding share of
Common Stock shall be entitled to one vote and each fractional share of
Common Stock shall be entitled to a corresponding fractional vote on each
matter submitted to a vote of shareholders. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. Except as otherwise provided by the
Certificate of Incorporation or the General Corporation Law of Delaware, if
a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall
be the act of the shareholders. When, with respect to any action to be
taken by shareholders of this Corporation, the laws of Delaware require the
vote or concurrence of the holders of two-thirds of the outstanding shares,
of the shares entitled to vote thereon, or of any class or series, such
action may be taken by the vote or concurrence of a majority of such shares
or class or series thereof. Cumulative voting shall not be allowed in the
election of directors of this Corporation.

4. DENIAL OF PREEMPTIVE RIGHTS. No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any preemptive
or preferential right to acquire any shares or securities of the
corporation, including shares or securities held in the treasury of the
corporation.

ARTICLE V
---------
TRANSACTIONS WITH INTERESTED DIRECTORS
--------------------------------------

No contract or other transaction between the Corporation and one or
more of its directors or any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are
directors or officers or are financially interested shall be either void or
voidable solely for this reason or solely because such director of the
Board of Directors or officer is present, at or participate in the meeting
of the Board or committee thereof which authorizes such contract or
transaction or solely because his or their votes are counted for such
purpose if:
(a) The material facts of such relationship or interest and as to the
contract or transaction are disclosed or known to the Board of Directors or
committee which in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(b) The material facts of such relationship or interest and as to the
contract or transaction are disclosed or known to the shareholders entitled
to vote, and the contract or transaction is specifically approved in good
faith by vote of the shareholders: or

<PAGE>

(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of directors,
a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes such contract or transaction.

ARTICLE VI
----------
CORPORATE OPPORTUNITY
----------------------

The officers, directors and other members of management of this
Corporation shall be subject to the doctrine of "corporate opportunities"
only insofar as it applies to business opportunities in which this
Corporation has expressed an interest as determined from time to time by
this Corporation's Board of Directors as evidenced by resolutions appearing
in the Corporation's minutes. Once such areas of interest are delineated,
all such business opportunities within such areas of interest which come to
the attention of the officers, directors and other members of management of
this Corporation shall be disclosed promptly to this Corporation and made
available to it. The Board of Directors may reject any business
opportunity presented to it and thereafter any officer, director or other
member of management may avail himself of such opportunity. Until such
time as this Corporation, through its Board of Directors, has designated an
area of interest, the officers, directors and other members of management
of this Corporation shall be free to engage in such areas of interest on
their own and this doctrine shall not limit the rights of any officer,
director or other member of management of this Corporation to continue a
business existing prior to the time that such area of interest is
designated by the Corporation. This provision shall not be construed to
release any employee of this Corporation (other than an officer, director
or member of management) from any duties which he may have to this
Corporation.

ARTICLE VII
-----------
INDEMNIFICATION
---------------

The Corporation shall, to the full extent permitted by Section 145 of
the General Corporation law of the State of Delaware, as amended from time
to time, indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE VIII
------------
AMENDMENTS
----------

The corporation reserves the right to amend, and repeal any provisions
contained in this Certificate of Incorporation in the manner prescribed by
the laws of the State of Delaware. All rights herein conferred are granted
subject to this reservation.

<PAGE>

ARTICLE IX
----------
CORPORATE MEETINGS
------------------

Any corporate action, which, but for this Article Ninth, would require
or permit the vote of the stockholders of this Corporation at a meeting
duly called and held may be taken without such meeting or vote by a written
consent setting forth the action so taken, signed by the stockholders
owning of record not less than the number of shares of stock whose vote
would be required for such action if a meeting and vote of stockholders
were held. Whenever corporate action is taken pursuant to the written
consent of less than all of the stockholders of the Corporation and without
a meeting of stockholders, prompt notice of such action shall be given by
the Secretary to all stockholders.

ARTICLE X
---------
ADOPTION AND AMENDMENT OF BYLAWS
--------------------------------

In furtherance and not in limitation of the powers of conferred by the
Laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend and repeal the By-Laws.

ARTICLE XI
----------
REGISTERED OFFICE AND REGISTERED AGENT
---------------------------------------

The address of the initial registered office of the Corporation is 15
Carolina Court, Wilmington, Delaware, 19808, New Castle County. The name
of the initial registered agent at such address is Kathleen C. Clark.
Either the registered office or the registered agent may be changed in the
manner permitted by the law.

ARTICLE XII
-----------
INITIAL BOARD OF DIRECTORS
--------------------------

The number of directors of the Corporation shall be fixed in the
manner provided by the Bylaws of the Corporation, except the initial Board
of Directors of the Corporation shall consist of one director. The name
and address of the person who shall serve as a director until the first
annual meeting of stockholders or until his successor is elected and
qualify is a follows:

Name Address
---- -------

Geoffrey W. Ramsey 6 Lynmore Place
Hamden, CT 06514

The business of the corporation is to be managed by the Board of
Directors, and the directors need not be elected by ballot.

<PAGE>

ARTICLE XIII
------------
INCORPORATOR
-----------

The name and address of the incorporator is as follows:

Name Address
---- -------

Kathleen C. Clark 15 Carolina Court
Wilmington, DE 19808

IN WITNESS WHEREOF, the above-named incorporator, for the purpose of
forming a corporation under the Laws of the State of Delaware, does make,
file and record this Certificate of Incorporation and certify that the
facts herein stated are true and have, accordingly, set her hand and seal
at Wilmington, Delaware, this 30th day of January, 1986.

/s/ KATHLEEN C. CLARK
--------------------------------
KATHLEEN C. CLARK

STATE OF DELAWARE :
SS:
COUNTY OF NEW CASTLE:

BE IT REMEMBERED that on the 30th day of January, 1986, personally
appeared before me, a Notary Public for the State and County aforesaid,
Kathleen C. Clark, who, being duly sworn by me according to law, did depose
and say that this is her free and voluntary act and deed, and that the
statements therein contained are true and correct to the best of her
knowledge and belief.

WITNESS my hand and official seal.

/s/
--------------------------------
Notary Public

<PAGE>

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

UNIVERSITY DINING SERVICES, INC.

Pursuant to the provisions of the Delaware General Corporation Law,
the undersigned corporation adopts the following Certificate of Amendment
to its Certificate of Incorporation:

FIRST: The name of the corporation is University Dining Services,
Inc.

SECOND: The following amendment was adopted by the Board of
Directors and Shareholders of the corporation in the manner prescribed by
Section 242 of the Delaware General Corporation Law on November 29, 1988.

The Certificate of Incorporation shall be amended by inserting a new
Article XIII as follows:

"ARTICLE XIII
--------------
LIMITATION OF LIABILITY OF
--------------------------
DIRECTORS TO CORPORATIONS AND SHAREHOLDERS
-------------------------------------------
Section 1
---------

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under

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<PAGE>

Section 174 of the Delaware General Corporation Law, (iv) for any
transaction from which the director derived any improper personal benefit,
or (v) any act or omission occurring prior to the date on which this
Amendment became effective. If the Delaware General Corporation Law is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.

Section 2
---------

(1) RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she is or was a director, officer, or employee of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter as "indemnitee"), shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights that such law permitted the Corporation to provide prior to such
amendment), against all expense (including attorneys' fees, judgments,
fines and amounts paid in settlement) actually and reasonably incurred or
suffered by such indemnitee in connection herewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract

-2-

<PAGE>

right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise (hereinafter and "undertaking").
(b) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under paragraph
(a) of this Section is not paid in full by the Corporation within sixty
days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit or in a
suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such suit. In (i)
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and (ii) any
suit by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the indemnitee has not met such applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right hereunder, or by the Cor-

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<PAGE>

poration to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to
be indemnified or to such advancement of expenses under this Section or
otherwise shall be on the Corporation.

(c) NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

(d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

(e) INDEMNIFICATION OF AGENTS OF THE CORPORATION. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses, to any
agent of the Corporation to the fullest extent of the Provisions of this
Section with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.

DATED: November 29, 1988.

UNIVERSITY DINING SERVICES, INC.

ATTEST

By /s/ ANNE RADOVIC By /s/ GEOFFREY W. RAMSEY
------------------------------ -----------------------------
Anne Radovic, Secretary Geoffrey W. Ramsey
President

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<PAGE>

CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
UNIVERSITY DINING SERVICES, INC.

The undersigned President of University Dining Services, Inc., a
Delaware corporation (the "Corporation"), does hereby sign, verify and
deliver in duplicate to the Secretary of State of the State of Delaware
this Certificate of Amendment to the Certificate of Incorporation of the
Corporation.

FIRST: The name of the Corporation is University Dining Services,
Inc.

SECOND: The Certificate of Incorporation is amended as follows:

1. Article I of the Certificate of Incorporation shall be
amended to read as follows:

ARTICLE I

NAME AND DURATION

The name of this corporation is Host America Corporation (the
"Company"). It shall have perpetual existence.

2. Article IV, Section 5.01, of the Certificate of
Incorporation shall be amended to read as follows:

ARTICLE IV

CAPITAL STOCK

5.01 AUTHORIZED SHARES. The aggregate number of shares which
the Company shall have authority to issue is One Hundred Million
(100,000,000). Eighty Million (80,000,000) shares shall be designated
"Common Stock" and shall have a par value of $.001 per share. Twenty
Million (20,000,000) shares shall be designated "Preferred Stock" and
shall have a par value of $.001 per share. All shares of the Company
shall be issued for such consideration, expressed in dollars, as the
Board of Directors may, from time to time, determine.

5.02 MISCELLANEOUS. The Preferred Stock may be issued from time
to time in series as determined by the Board of Directors and stated
in the resolution or resolutions providing for issuance thereof. The
Board of Directors is further authorized to fix and determine the
variations in the relative rights and preferences as between series.
Each such series shall be appropriately designated, prior to the
issuance of any shares thereof, by some distinguishing letter, number,
or title. The Preferred Stock may have such voting powers (including,
without limitation, multiple votes per share, or limited, contingent,
or no voting powers), may have such designations, preferences, and
relative, participating options or other special rights, and be
subject to such qualifications, limitations and restrictions, as the
Board of Directors shall

<PAGE>

determine by resolution or resolutions. The Preferred Stock further
may be made subject to redemption by the Company at its option or at
the options of the holders thereof and may be convertible into Common
Stock or exchangeable for other securities of the Company; and

THIRD: The Certificate of Amendment to the Certificate of
Incorporation was duly adopted and approved by the shareholders of the
Corporation pursuant to Section 242 of the Delaware General Corporation Law
by consent of the shareholders in lieu of a special meeting on February 14,
1998.

IN WITNESS WHEREOF, University Dining Services, Inc., a Delaware
corporation, through its President, duly executes the above and foregoing
Certificate of Amendment to the Certificate of Incorporation as of the 19th
day of February, 1998.

UNIVERSITY DINING SERVICES, INC.

By: /s/ GEOFFREY W. RAMSEY
-------------------------------
Geoffrey W. Ramsey

ACKNOWLEDGED BY

/s/ ANNE L. RAMSEY
- -----------------------------
Anne L. Ramsey

STATE OF CONNECTICUT )
)ss.
COUNTY OF NEW HAVEN )

The foregoing was acknowledged before me this 18 day of February,
1998, by Geoffrey W. Ramsey, President of University Dining Services, Inc.

WITNESS my hand and official seal.

My commission expires: 7-31-00
---------------------------

/s/
-----------------------------
Notary Public

<PAGE>

STATE OF CONNECTICUT )
)ss.
COUNTY OF NEW HAVEN )

The foregoing was acknowledged before me this 19 day of February,
1998, by Anne L. Ramsey, Secretary of University Dining Services, Inc.

WITNESS my hand and official seal.

My commission expires: 7-31-00
---------------------------

/s/
-----------------------------
Notary Public

BYLAWS

HOST AMERICA CORPORATION

ARTICLE I
Offices

The principal office of the corporation shall be designated from time
to time by the corporation and may be within or outside of Deleware.

The corporation may have such other offices, either within or outside
Delaware, as the board of directors may designate or as the business of the
corporation may require from time to time.

The registered office of the corporation required by the Delaware
General Corporation Law to be maintained in Delaware may be, but need not
be, identical with the principal office, and the address of the registered
office may be changed from time to time by the board of directors.

ARTICLE II
Shareholders

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held during the month of October of each year on a date and at a
time fixed by the board of directors of the corporation (or by the
president in the absence of action by the board of directors), beginning
with the year 1998, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors is not held on the day fixed as provided herein for
any annual meeting of the shareholders, or any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in
Delaware where the corporation's principal office is located or, if the
corporation has no principal office in Delaware, to the district court of
the county in which the corporation's registered office is located to seek
an order that a shareholder meeting be held (i) if an annual meeting was
not held within six months after the close of the corporation's most
recently ended fiscal year or fifteen months after its last annual
meeting, whichever is earlier, or (ii) if the shareholder participated in
a proper call of or proper demand for a special meeting and notice of the
special meeting was not given within thirty days after the date of the call
or the date the last of the demands necessary to require calling of the
meeting was received by the corporation or the special meeting was not held
in accordance with the notice.

<PAGE>

SECTION 2. SPECIAL MEETINGS. Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president or by the board of directors. The president shall call a special
meeting of the shareholders if the corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to
be held, signed and dated by holders of shares representing at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.

SECTION 3. PLACE OF MEETING. The board of directors may designate
any place, either within or outside Delaware, as the place for any annual
meeting or any special meeting called by the board of directors. A waiver
of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or outside Delaware, as the place for
such meeting. If no designation is made, or if a special meeting is called
other than by the board, the place of meeting shall be the principal
office of the corporation.

SECTION 4. NOTICE OF MEETING. Written notice stating the place,
date, and hour of the meeting shall be given not less than ten nor more
than sixty days before the date of the meeting, except that (i) if the
number of authorized shares is to be increased, at least thirty days'
notice shall be given, or (ii) any other longer notice period is required
by the Delaware General Corporation Law. Notice of a special meeting shall
include a description of the purpose or purposes of the meeting. Notice
of an annual meeting need not include a description of the purpose or
purposes of the meeting except the purpose or purposes shall be stated with
respect to (i) an amendment to the articles of incorporation of the
corporation, (ii) a merger or share exchange in which the corporation is a
party and, with respect to a share exchange, in which the corporation's
shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all
or substantially all of the property of the corporation or of another
entity which this corporation controls, in each case with or without the
goodwill, (iv) a dissolution of the corporation, or (v) any other purpose
for which a statement of purpose is required by the Delaware General
Corporation Law. Notice shall be given personally or by mail, private
carrier, telegraph, teletype, electronically transmitted facsimile or other
form of wire or wireless communication by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed and
if in a comprehensible form, such notice shall be deemed to be given and
effective when deposited in the United States mail, addressed to the
shareholder at his address as it appears in the corporation's current
record of shareholders, with postage prepaid. If notice is given other
than by mail, and provided that such notice is in a comprehensible form,
the notice is given and effective on the date received by the shareholder.

If requested by the person or persons lawfully calling such meeting,
the corporation shall give notice thereof at corporation expense. No
notice need be sent to any shareholder if three successive notices mailed
to the last known address of such shareholder have been returned as
undeliverable until such time as another address for such shareholder is
made known to the corporation by such shareholder. In order to be entitled
to receive notice of any meeting, a shareholder shall advise the
corporation in writing of any change in such shareholder's mailing address
as shown on the corporation's books and records.

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<PAGE>

When a meeting is adjourned to another date, time or place, notice
need not be given of the new date, time or place if the new date, time or
place of such meeting is announced before adjournment at the meeting at
which the adjournment is taken. At the adjourned meeting the corporation
may transact any business which may have been transacted at the original
meeting. If the adjournment is for more than 120 days, or if a new record
date is fixed for the adjourned meeting, a new notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at
the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such shareholder. Such
waiver shall be delivered to the corporation for filing with the corporate
records. Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to
the holding of the meeting or the transaction of business at the meeting
because of lack of notice or defective notice. By attending the meeting,
the shareholder also waives any objection to consideration at the meeting
of a particular matter not within the purpose or purposes described in the
meeting notice unless the shareholder objects to considering the matter
when it is presented.

SECTION 5. FIXING OF RECORD DATE. For the purposes of determining
shareholders entitled to (i) notice of or vote at any meeting of
shareholders or any adjournment thereof, (ii) receive distributions or
share dividends, or (ii) demand a special meeting, or to make a
determination of shareholders for any other proper purpose, the board of
directors may fix a future date as the record date for any such
determination of shareholders, such date in any case to be not more than
seventy days, and, in case of a meeting of shareholders not less than ten
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed
by the directors, the record date shall be the date on which notice of the
meeting is mailed to shareholders, or the date on which the resolution of
the board of directors providing for a distribution is adopted, as the case
may be. When a determination of shareholders entitled to vote at any
meeting of shareholders is made as provided in this Section, such
determination shall apply to any adjournment thereof unless the board of
directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting.

Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be
given notice of action so taken shall be the date a writing upon which the
action is taken is first received by the corporation. The record date for
determining shareholders entitled to demand a special meeting shall be the
date of the earliest of any of the demands pursuant to which the meeting is
called.

SECTION 6. VOTING LISTS. The secretary shall make, at the earlier of
ten days before each meeting of shareholders or two business days after
notice of the meeting has been given, a complete list of the shareholders
entitled to be given notice of such meeting or any adjournment thereof.
The list shall be arranged by voting groups and within each voting group
by class or series of shares, shall be in alphabetical order within each
class or series, and shall show the

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<PAGE>

address of and the number of shares of each class or series held by each
shareholder. For the period beginning the earlier of ten days prior to the
meeting or two business days after notice of the meeting is given and
continuing through the meeting and any adjournment thereof, this list shall
be kept on file at the principal office of the corporation, or at a place
(which shall be identified in the notice) in the city where the meeting
will be held. Such list shall be available for inspection on written
demand by any shareholder (including for the purpose of this Section 6 any
holder of voting trust certificates) or his agent or attorney during
regular business hours and during the period available for inspection.
The original stock transfer books shall be prima facie evidence as to the
shareholders entitled to examine such list or to vote at any meeting of
shareholders.

Any shareholder, his agent or attorney may copy the list during
regular business hours and during the period it is available for
inspection, provided (i) the shareholder has been a shareholder for at
least three months immediately preceding the demand or holds at least five
percent of all outstanding shares of any class of shares as of the date of
the demand, (ii) the demand is made in good faith and for a purpose
reasonably related to the demanding shareholder's interest as a
shareholder, (iii) the shareholder describes with reasonable particularity
the purpose and the records the shareholder desires to inspect, (iv) the
records are directly connected with the described purpose and (v) the
shareholder pays a reasonable charge covering the costs of labor and
material for such copies, not to exceed the estimated cost of production
and reproduction.

SECTION 7. RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS. The board of
directors may adopt by resolution a procedure whereby a shareholder of the
corporation may certify in writing to the corporation that all or a portion
of the shares registered in the name of such shareholder are held for the
account of a specified person or persons. The resolution may set forth
(i) the types of nominees to which it applies, (ii) the rights or
privileges that the corporation will recognize in a beneficial owner,
which may include rights and privileges other than voting; (iii) the form
of certification and the information to be contained therein, (iv) if the
certification is with respect to a record date, the time within which the
certification must be received by the corporation, (v) the period for which
the nominee's use of the procedure is effective, and (vi) such other
provisions with respect to the procedure as the board deems necessary or
desirable. Upon receipt by the corporation of a certificate complying with
the procedure established by the board of directors, the persons specified
in the certification shall be deemed, for the purpose or purposes set forth
in the certification, to be the registered holders of the number of shares
specified in place of the shareholder making the certification.

SECTION 8. QUORUM AND MANNER OF ACTING. One-third of the votes
entitled to be cast on a matter by a voting group shall constitute a quorum
of that voting group for action on the matter. If less than one-third of
such votes are represented at a meeting, a majority of the votes so
represented may adjourn the meeting from time to time without further
notice, for a period not to exceed 120 days for any one adjournment. If a
quorum is present at such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact

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business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned
and a new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group
opposing the action, unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact. A shareholder may
also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to
receive appointments as agent for the proxy, or to the corporation. The
transmitted appointment shall set forth or be transmitted with written
evidence from which it can be determined that the shareholder transmitted
or authorized the transmission of the appointment. The proxy appointment
form or similar writing shall be filed with the secretary of the
corporation before or at the time of the meeting. The appointment of a
proxy is effective when received by the corporation and is valid for eleven
months unless a different period is expressly provided in the appointment
form or similar writing.

Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment
could be used.

Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority
under the appointment, or (ii) other notice of the revocation of the
appointment is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority
under the appointment. Other notice of revocation may, in the discretion
of the corporation, be deemed to include the appearance at a shareholders'
meeting of the shareholder who granted the proxy and his voting in person
on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises
his authority under the appointment.

The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by
the shareholder (including a shareholder who is a successor to the
shareholder who granted the proxy) either personally or by

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his attorney-in-fact, notwithstanding that the revocation may be a breach
of an obligation of the shareholder to another person not to revoke the
appointment.

Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making
the appointment.

SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote, except in the election of directors,
and each fractional share shall be entitled to a corresponding fractional
vote on each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the articles of incorporation and by the
resolution of the board of directors authorizing the issuance of the shares
of any particular class, as permitted by the Delaware General Corporation
Law. Cumulative voting shall not be permitted in the election of directors
or for any other purpose. Each record holder of shares of common stock
shall be entitled to vote in the election of directors and shall have as
many votes for each of the shares owned by him as there are directors to be
elected and for whose election he has the right to vote.

At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast
in favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon
a finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly
or indirectly, a majority of the shares entitled to vote for directors of
the second corporation except to the extent the second corporation holds
the shares in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the
shares has been deposited with a bank, trust company or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.

SECTION 11. CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in
good faith, is entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and give it effect as the act
of the shareholder. If the name signed on a vote, consent, waiver, proxy
appointment or proxy appointment revocation does not correspond to the name
of a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment or proxy
appointment revocation and to give it effect as the act of the shareholder
if:

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(i) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;

(ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;

(iii) the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation requests, evidence
of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

(iv) the name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented with respect to
the vote, consent, waiver, proxy appointment or proxy appointment
revocation;

(v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-tenants or fiduciaries, and the person signing appears to be acting
on behalf of all the co-tenants or fiduciaries; or

(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by
the corporation that are not inconsistent with this Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this
Section is liable in damages for the consequences of the acceptance or
rejection.

SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without
a meeting if a written consent (or counterparts thereof) that sets forth
the action so taken is signed by all of the shareholders entitled to vote
with respect to the subject matter thereof and received by the
corporation. Such consent shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in the
document. Action taken under this Section 12 is effective as of the date
the last writing necessary to effect this action is received by the
corporation, unless all of the writings specify a different effective date,
in which case such specified date shall be the effective

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date for such action. If any shareholder revokes his consent as provided
for herein prior to what would otherwise be the effective date, the action
proposed in the consent shall be invalid. The record date for determining
shareholders entitled to take action without a meeting is the date the
corporation receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a
writing signed by the shareholder describing the action and stating that
the shareholder's prior consent thereto is revoked, if such writing is
received by the corporation before the effectiveness of the action.

SECTION 13. MEETINGS BY TELECOMMUNICATION. Any or all of the
shareholders may participate in an annual or special shareholders' meeting
by, or the meeting may be conducted through the use of, any means of
communication by which all persons participating in the meeting may hear
each other during the meeting. A shareholder participating in a meeting by
this means is deemed to be present in person at the meeting.

ARTICLE III
Board of Directors

SECTION 1. GENERAL POWERS. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of its board of directors,
except as otherwise provided in the Delaware General Corporation Law or the
articles of incorporation.

SECTION 2. NUMBER, QUALIFICATIONS AND TENURE. The number of
directors of the corporation shall be fixed from time to time by resolution
of the board of directors, within a range of no less than three or more
than nine. A director shall be a natural person who is eighteen years of
age or older. A director need not be a resident of Delaware or a
shareholder of the corporation.

Directors shall be elected at each annual meeting of shareholders.
Each director shall hold office until the next annual meeting of
shareholders following his election and thereafter until his successor
shall have been elected and qualified. Directors shall be removed in the
manner provided by the Delaware General Corporation Law.

SECTION 3. VACANCIES. Any director may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at
the time the notice is received by the corporation unless the notice
specifies a later effective date. Unless otherwise specified in the notice
of resignation, the corporation's acceptance of such resignation shall not
be necessary to make it effective. Any vacancy on the board of directors
may be filled by the affirmative vote of a majority of the shareholders or
the board of directors. If the directors remaining in office constitute
fewer than a quorum of the board, the directors may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office. e
If elected by the directors, the director shall hold office until the next
annual shareholder's meeting at which directors are

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elected. If elected by the shareholders, the director shall hold office
for the unexpired term of his predecessor in office; except that, if the
director's predecessor was elected by the directors to fill a vacancy, the
director elected by the shareholders shall hold office for the unexpired
term of the last predecessor elected by the shareholders.

SECTION 4. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice immediately after and at the same
place as the annual meeting of shareholders. The board of directors may
provide by resolution the time and place, either within or outside
Delaware, for the holding of additional regular meetings without other
notice.

SECTION 5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or chief
executive officer, or any director. The person or persons authorized to
call special meetings of the board of directors may fix any place, either
within or outside Delaware, as the place for holding any special meeting of
the board of directors called by them, provided that no meeting shall be
called outside the State of Delaware unless a majority of the board of
directors has so authorized.

SECTION 6. NOTICE. Notice of any special meeting shall be given at
least two days prior to the meeting by written notice either personally
delivered or mailed to each director at his business address, or by notice
transmitted by telegraph, telex, electronically transmitted facsimile or
other form of wire or wireless communication. If mailed, such notice shall
be deemed to be given and to be effective on the earlier of (i) three days
after such notice is deposited in the United States mail, properly
addressed, with postage prepaid, or (ii) the date shown on the return
receipt, if mailed by registered or certified mail return receipt
requested. If notice is given by telex, electronically transmitted
facsimile or other similar form of wire or wireless communication, such
notice shall be deemed to be given and to be effective when sent, and with
respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company. If a
director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail,
telegram, telex, electronically transmitted facsimile or other form of wire
or wireless communication shall not be deemed to have been given or to be
effective unless sent to such addresses or facsimile numbers, as the case
may be.

A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director. Such waiver
shall be delivered to the corporation for filing with the corporate
records. Further, a director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless at the beginning of
the meeting, or promptly upon his arrival, the director objects to holding
the meeting or transacting business at the meeting because of lack of
notice or defective notice and does not thereafter vote for or assent to
action taken at the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

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SECTION 7. QUORUM. A majority of the number of directors fixed by
the board of directors pursuant to Section 2 or, if no number is fixed, a
majority of the number in office immediately before the meeting begins,
shall constitute a quorum for the transaction of business at any meeting of
the board of directors. If less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice, for a period not to exceed sixty days
at any one adjournment.

SECTION 8. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of the board of directors. No director may vote or act by proxy at any
meeting of directors.

SECTION 9. COMPENSATION. By resolution of the board of directors,
any director may be paid any one or more of the following: his expenses,
if any, of attendance at meetings, a fixed sum for attendance at each
meeting, a stated salary as director, or such other compensation as the
corporation and the director may reasonably agree upon. No such payment
shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

SECTION 10. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the board of directors or committee of the board
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (i) the director objects at the
beginning of the meeting, or promptly upon his arrival, to the holding of
the meeting or the transaction of business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting, (ii) the
director contemporaneously requests that his dissent or abstention as to
any specific action taken be entered in the minutes of the meeting, or
(iii) the director causes written notice of his dissent or abstention as to
any specific action to be received by the presiding officer of the meeting
before its adjournment or by the corporation promptly after the adjournment
of the meeting. A director may dissent to a specific action at a meeting,
while assenting to others. The right to dissent to a specific action taken
at a meeting of the board of directors or a committee of the board shall
not be available to a director who voted in favor of such action.

SECTION 11. COMMITTEES. By resolution adopted by a majority of all
the directors in office when the action is taken, the board of directors
may designate from among its members an executive committee and one or more
other committees, and appoint one or more members of the board of directors
to serve on them. To the extent provided in the resolution, each committee
shall have all the authority of the board of directors, except that no such
committee shall have the authority to (i) authorize distributions, (ii)
approve or propose to shareholders actions or proposals required by the
Delaware General Corporation Law to be approved by shareholders, (iii) fill
vacancies on the board of directors or any committee thereof, (iv) amend
articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi)
approve a plan of merger not requiring shareholder approval, (vii)
authorize or approve the reacquisition of shares unless pursuant to a
formula or method prescribed by the board of directors, or (viii) authorize
or approve the issuance or sale of shares, or contract for the sale of
shares or determine the designations and relative rights, preferences and
limitations of a class or series of shares, except

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that the board of directors may authorize a committee or officer to do so
within limits specifically prescribed by the board of directors. The
committee shall then have full power within the limits set by the board of
directors to adopt any final resolution setting forth all preferences,
limitations and relative rights of such class or series and to authorize an
amendment of the articles of incorporation stating the preferences,
limitations and relative rights of a class or series for filing with the
Secretary of State under the Delaware General Corporation Law.

Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action without a
meeting of the board of directors, shall apply to committees and their
members appointed under this Section 11.

Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to
its authority shall alone constitute compliance by any member of the board
of directors or a member of the committee in question with his
responsibility to conform to the standards of care set forth in Article
III, Section 14 of these bylaws.

SECTION 12. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the directors or any committee
designated by the board of directors may be taken without a meeting if a
written consent (or counterparts thereof) that sets forth the action so
taken is signed by all of the directors entitled to vote with respect to
the action taken. Such consent shall have the same force and effect as a
unanimous vote of the directors or committee members and may be stated as
such in any document. Unless the consent specifies a different effective
date, action taken under this Section 12 is effective at the time the last
director signs a writing describing the action taken, unless, before such
time, any director has revoked his consent by a writing signed by the
director and received by the president or secretary of the corporation.

SECTION 13. TELEPHONIC MEETINGS. The board of directors may permit
any director (or any member of a committee designated by the board) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by which
all directors participating in the meeting can hear each other during the
meeting. A director participating in a meeting in this manner is deemed to
be present in person at the meeting.

SECTION 14. STANDARD OF CARE. A director shall perform his duties as
a director, including, without limitation his duties as a member of any
committee of the board, in good faith, in a manner he reasonably believes
to be in the best interests of the corporation, and with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances. In performing his duties, a director shall be entitled to
rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by
the persons herein designated. However, he shall not be considered to be
acting in good faith if he has knowledge concerning the matter in question
that would cause such reliance to be unwarranted. A director shall not be
liable to the corporation or its shareholders for any

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action he takes or omits to take as a director if, in connection with such
action or omission, he performs his duties in compliance with this Section
14.

The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented,
(ii) legal counsel, public accountant, or other person as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or (iii) a committee of the board of directors on which
the director does not serve if the director reasonably believes the
committee merits confidence.

ARTICLE IV
Officers and Agents

SECTION 1. GENERAL. The officers of the corporation shall be as
determined by the board of directors from time to time, and may include a
president, one or more vice presidents, a secretary, a treasurer, and such
other officers, assistant officers, committees and agents, including a
chairman of the board, assistant secretaries and assistant treasurers, as
the board may consider necessary. Each officer shall be a natural person
eighteen years of age or older. The board of directors or the officer or
officers authorized by the board shall from time to time determine the
procedure for the appointment of officers, their term of office, their
authority and duties and their compensation. One person may hold more than
one office. In all cases where the duties of any officer, agent or
employee are not prescribed by the bylaws, or by the board of directors,
such officer, agent or employee shall follow the orders and instructions of
the president of the corporation.

SECTION 2. APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors at each annual
meeting of the board held after each annual meeting of the shareholders.
If the appointment of officers is not made at such meeting or if an officer
or officers are to be appointed by another officer or officers of the
corporation, such appointment shall be made as soon thereafter as
conveniently may be. Each officer shall hold office until the first of the
following occurs: his successor shall have been duly appointed and
qualified, his death, his resignation, or his removal in the manner
provided in Section 3.

SECTION 3. RESIGNATION AND REMOVAL. An officer may resign at any
time by giving written notice of resignation to the corporation. The
resignation is effective when the notice is received by the corporation
unless the notice specifies a later effective date.

Any officer or agent may be removed at any time with or without cause
by the board of directors or an officer or officers authorized by the
board. Such removal does not affect the contract rights, if any, of the
corporation or of the person so removed. The appointment of an officer or
agent shall not in itself create contract rights.

SECTION 4. VACANCIES. A vacancy in any office, however occurring,
may be filled by the board of directors, or by the officer or officers
authorized by the board, for the unexpired portion

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of the officer's term. If an officer resigns and his resignation is made
effective at a later date, the board of directors, or officer or officers
authorized by the board, may permit the officer to remain in office until
the effective date and may fill the pending vacancy before the effective
date if the board of directors or officer or officers authorized by the
board provide that the successor shall not take office until the effective
date. In the alternative, the board of directors, or officer or officers
authorized by the board of directors, may remove the officer at any time
before the effective date and may fill the resulting vacancy.

SECTION 5. PRESIDENT. Subject to the direction and supervision of
the board of directors, and unless otherwise determined by the board of
directors in its designation of officers from time to time, the president
shall be the chief executive officer of the corporation, and shall have
general and active control of its affairs and business and general
supervision of its officers, agents and employees. Unless otherwise
directed by the board of directors, the president shall attend in person or
by substitute appointed by him, or shall execute on behalf of the
corporation written instruments appointing a proxy or proxies to represent
the corporation, at all meetings of the stockholders of any other
corporation in which the corporation holds any stock. On behalf of the
corporation, the president may in person or by substitute or by proxy
execute written waivers of notice and consents with respect to any such
meetings. At all such meetings and otherwise, the president, in person or
by substitute or proxy, may vote the stock held by the corporation, execute
written consents and other instruments with respect to such stock, and
exercise any and all rights and powers incident to the ownership or said
stock, subject to the instructions, if any, of the board of directors. The
president shall have custody of the treasurer's bond, if any.

SECTION 6. VICE PRESIDENTS. Any vice presidents designated by the
board of directors as officers of the corporation shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president,
the vice president, if any (or, if more than one, the vice presidents in
the order designated by the board of directors, or if the board makes no
such designation, then the vice president designated by the president, or
if neither the board nor the president makes any such designation, the
senior vice president as determined by first election to that office),
shall have the powers and perform the duties of the president.

SECTION 7. SECRETARY. In the event a secretary is designated by the
board of directors as an officer of the corporation, the secretary shall
(i) prepare and maintain as permanent records the minutes of the
proceedings of the shareholders and the board of directors, a record of all
actions taken by the shareholders or board of directors without a meeting,
a record of all actions taken by a committee of the board of directors in
place of the board of directors on behalf of the corporation, and a record
of all waivers of notice of meetings of shareholders and of the board of
directors or any committee thereof, (ii) see that all notices are duly
given in accordance with the provisions of these bylaws and as required by
law, (iii) serve as custodian of the corporate records and of the seal of
the corporation and affix the seal to all documents when authorized by the
board of directors, (iv) keep at the corporation's registered office or
principal place of business a record containing the names and addresses of
all shareholders in a form that permits preparation of a list of
shareholders arranged by voting group and by class or series of

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shares within each group, that is alphabetical within each class or series
and that shows the address of, and the number of shares of each class or
series held by each shareholder, unless such a record shall be kept at the
office of the corporation's transfer agent or registrar, (v) maintain at
the corporation's principal office the originals or copies of the
corporation's articles of incorporation, bylaws, minutes of all
shareholders' meetings and records of all action taken by shareholders
without a meeting for the past three years, all written communications
within the past three years to shareholders as a group or to the holders of
any class or series of shares as a group, a list of the name and business
addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the
corporation's assets and liabilities and results of operations for the
last three years, (vi) have general charge of the stock transfer books of
the corporation, unless the corporation has a transfer agent, (vii)
authenticate records of the corporation, and (vii) in general, perform all
duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the board of
directors. Assistant secretaries, if any, shall have the same duties and
powers subject to supervision by the secretary. The directors and/or
shareholders may however respectively designate a person other than the
secretary or assistant secretary to keep the minutes of their respective
meetings.

Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written form within a
reasonable time.

SECTION 8. TREASURER. In the event a treasurer is designated by the
board of directors as an officer of the corporation, the treasurer shall be
the principal financial officer of the corporation, shall have the care and
custody of all funds, securities, evidences of indebtedness and other
personal property of the corporation and shall deposit the same in
accordance with the instructions of the board of directors. He shall
receive and give receipts and acquittances for money paid in on account of
the corporation, and shall pay out of the corporation's funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature
upon maturity. He shall perform all other duties incident to the office of
the treasurer and, upon request of the board, shall make such reports to it
as may be required at any time. He shall, if required by the board, give
the corporation a bond in such sums and with such sureties as shall be
satisfactory to the board, conditioned upon the faithful performance of his
duties and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation. He shall have such other
powers and perform such other duties as may from time to time be prescribed
by the board of directors or the president. The assistant treasurers, if
any, shall have the same powers and duties, subject to the supervision of
the treasurer.

The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Delaware General Corporation Law, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate
system of internal

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<PAGE>

audit and prepare and furnish to the president and the board of directors
statements of account showing the financial position of the corporation and
the results of its operations.

ARTICLE V
Stock

SECTION 1. CERTIFICATES. The board of directors shall be authorized
to issue any of its classes of shares with or without certificates. The
fact that the shares are not represented by certificates shall have no
effect on the rights and obligations of shareholders. If the shares are
represented by certificates, such shares shall be represented by
consecutively numbered certificates signed, either manually or by
facsimile, in the name of the corporation by one or more persons designated
by the board of directors. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased
to be such officer before such certificate is issued, such certificate may
nonetheless be issued by the corporation with the same effect as if he were
such officer at the date of its issue. Certificates of stock shall be in
such form and shall contain such information consistent with law as shall
be prescribed by the board of directors. If shares are not represented by
certificates, within a reasonable time following the issue or transfer of
such shares, the corporation shall send the shareholder a complete written
statement of all of the information required to be provided to holders of
uncertificated shares by the Delaware General Corporation Law.

SECTION 2. CONSIDERATION FOR SHARES. Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully
paid. The board of directors may authorize the issuance of shares for
consideration consisting of any tangible or intangible property or benefit
to the corporation, including cash, promissory notes, services performed or
other securities of the corporation. Future services shall not constitute
payment or partial payment for shares of the corporation. The promissory
note of a subscriber or an affiliate of a subscriber shall not constitute
payment or partial payment for shares of the corporation unless the note is
negotiable and is secured by collateral, other than the shares being
purchased, having a fair market value at least equal to the principal
amount of the note. For purposes of this Section 2, "promissory note"
means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.

SECTION 3. LOST CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of directors
may direct the issuance of a new certificate in lieu thereof upon such
terms and conditions in conformity with law as the board may prescribe.
The board of directors may in its discretion require an affidavit of lost
certificate and/or a bond in such form and amount and with such surety as
it may determine before issuing a new certificate.

SECTION 4. TRANSFER OF SHARES. Upon surrender to the corporation or
to a transfer agent of the corporation of a certificate of stock duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, and receipt of such documentary stamps as may be
required by law and evidence of compliance with all applicable securities
laws and other restrictions, the corporation shall issue a new certificate
to the person entitled thereto, and cancel

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<PAGE>

the old certificate. Every such transfer of stock shall be entered on the
stock books of the corporation which shall be kept at its principal office
or by the person and at the place designated by the board of directors.

Except as otherwise expressly provided in Article II, Sections 7 and
11, and except for the assertion of dissenters' rights to the extent
provided in Article 113 of the Delaware General Corporation Law, the
corporation shall be entitled to treat the registered holder of any shares
of the corporation as the owner thereof for all purposes, and the
corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shares on the
part of any person other than the registered holder, including without
limitation any purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such other person becomes the
registered holder of such shares, whether or not the corporation shall have
either actual or constructive notice of the claimed interest of such other
person.

SECTION 5. TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board
may at its discretion appoint one or more transfer agents, registrars and
agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located
either within or outside Delaware. They shall have such rights and duties
and shall be entitled to such compensation as may be agreed.

ARTICLE VI
Indemnification of Certain Persons

SECTION 1. INDEMNIFICATION. For purposes of Article VI, a "Proper
Person" means any person who was or is a party or is threatened to be made
a party to any threatened, pending, or complete action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether
formal or informal, by reason of the fact that he is or was a director,
officer, employee, fiduciary or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of any foreign or domestic profit or
nonprofit corporation or of any partnership, joint venture, trust, profit
or nonprofit unincorporated association, limited liability company, or
other enterprise or employee benefit plan. The corporation shall indemnify
any Proper Person against reasonably incurred expenses (including any
attorneys' fees), judgments, penalties, fines (including any excise tax
assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit
or proceeding if it is determined by the groups set forth in Section 4 of
this Article that he conducted himself in good faith and that he reasonably
believed (i) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best interests, or
(ii) in all other cases (except criminal cases), that his conduct was at
least not opposed to the corporation's best interests, or (iii) in the case
of any criminal proceeding, that he had no reasonable cause to believe his
conduct was unlawful. A Proper Person will be deemed to be acting in his
official capacity while acting as a director, officer, employee or agent
on behalf of this corporation and not while acting on this corporation's
behalf for some other entity.

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<PAGE>

No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person
was adjudged liable to the corporation or in connection with any proceeding
charging that the Proper Person derived an improper personal benefit,
whether or not involving action in an official capacity, in which he was
adjudged liable on the basis that he derived an improper personal benefit.
Further, indemnification under this Section in connection with a proceeding
brought by or in the right of the corporation shall be limited to
reasonable expenses, including attorneys' fees, incurred in connection with
the proceeding.

SECTION 2. RIGHT TO INDEMNIFICATION. The corporation shall indemnify
any Proper Person who was wholly successful, on the merits or otherwise, in
defense of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 1 of this Article VI against expenses
(including attorneys' fees) reasonably incurred by him in connection with
the proceeding without the necessity of any action by the corporation other
than the determination in good faith that the defense has been wholly
successful.

SECTION 3. EFFECT OF TERMINATION OF ACTION. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person seeking indemnification did not meet
the standards of conduct described in Section 1 of this Article VI. Entry
of a judgment by consent as part of a settlement shall not be deemed an
adjudication of liability, as described in Section 2 of this Article VI.

SECTION 4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION.
Except where there is a right to indemnification as set forth in Sections
1 or 2 of this Article or where indemnification is ordered by a court in
Section 5, any indemnification shall be made by the corporation only as
authorized in the specific case upon a determination by a proper group that
indemnification of the Proper Person is permissible under the circumstances
because he has met the applicable standards of conduct set forth in Section
1 of this Article. This determination shall be made by the board of
directors by a majority vote of those present at a meeting at which a
quorum is present, which quorum shall consist of directors not parties to
the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the board
of directors designated by the board, which committee shall consist of two
or more directors not parties to the proceeding, except that directors who
are parties to the proceeding may participate in the designation of
directors for the committee. If a Quorum of the board of directors cannot
be obtained and the committee cannot be established, or even if a Quorum is
obtained or the committee is designated and a majority of the directors
constituting such Quorum or committee so directs, the determination shall
be made by (i) independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in this Section 4, or,
if a Quorum of the full board of directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected by
a majority vote of the full board (including directors who are parties to
the action) or (ii) a vote of the shareholders.

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<PAGE>

SECTION 5. COURT-ORDERED INDEMNIFICATION. Any Proper Person may
apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction for mandatory indemnification under
Section 2 of this Article, including indemnification for reasonable
expenses incurred to obtain court-ordered indemnification. If the court
determines that such Proper Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not
he met the standards of conduct set forth in Section 1 of this Article or
was adjudged liable in the proceeding, the court may order such
indemnification as the court deems proper except that if the Proper Person
has been adjudged liable, indemnification shall be limited to reasonable
expenses incurred in connection with the proceeding and reasonable expenses
incurred to obtain court-ordered indemnification.

SECTION 6. ADVANCE OF EXPENSES. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the corporation to any Proper Person
in advance of the final disposition of such action, suit or proceeding upon
receipt of (i) a written affirmation of such Proper Person's good faith
belief that he has met the standards of conduct prescribed by Section 1 of
this Article VI, (ii) a written undertaking, executed personally or on the
Proper Person's behalf, to repay such advances if it is ultimately
determined that he did not meet the prescribed standards of conduct (the
undertaking shall be an unlimited general obligation of the Proper Person
but need not be secured and may be accepted without reference to financial
ability to make repayment), and (iii) a determination is made by the proper
group (as described in Section 3 of this Article VI) that the facts as then
known to the group would not preclude indemnification. Determination and
authorization of payments shall be made in the same manner specified in
Section 4 of this Article VI.

SECTION 7. WITNESS EXPENSES. The sections of this Article VI do not
limit the corporation's authority to pay or reimburse expenses incurred by
a director in connection with an appearance as a witness in a proceeding at
a time when he has not been a named defendant or respondent in the
proceeding.

SECTION 8. REPORT TO SHAREHOLDERS. Any indemnification of or advance
of expenses to a director in accordance with this Article VI, if arising
out of a proceeding by or on behalf of the corporation, shall be reported
in writing to the shareholders with or before the notice of the next
shareholders' meeting. If the next shareholder action is taken without a
meeting at the instigation of the board of directors, such notice shall be
given to the shareholders at or before the time the first shareholder signs
a writing consenting to such action.

ARTICLE VII
Provision of Insurance

By action of the board of directors, notwithstanding any interest of
the directors in the action, the corporation may purchase and maintain
insurance, in such scope and amounts as the board of directors deems
appropriate on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation, or who, while a director,
officer, employee, fiduciary or agent of the corporation, is or was serving
at the request of the corporation as a

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<PAGE>

director, officer, partner, trustee, employee, fiduciary or agent of any
other foreign or domestic corporation or of any partnership, joint venture,
trust, profit or nonprofit unincorporated association, limited liability
company or other enterprise or employee benefit plan, against any liability
asserted against, or incurred by, him in that capacity arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Article VI or
applicable law. Any such insurance may be procured from any insurance
company designated by the board of directors of the corporation, whether
such insurance company is formed under the laws of Delaware or any other
jurisdiction of the United States or elsewhere, including any insurance
company in which the corporation has an equity interest or any other
interest, through stock ownership or otherwise.

ARTICLE VIII
Miscellaneous

SECTION 1. SEAL. The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the
words, "Seal, Delaware."

SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall be
as established by the board of directors.

SECTION 3. AMENDMENTS. The board of directors shall have power, to
the maximum extent permitted by the Delaware General Corporation Law, to
make, amend and repeal the bylaws of the corporation at any regular or
special meeting of the board unless the shareholders, in making, amending
or repealing a particular bylaw, expressly provide that the directors may
not amend or repeal such bylaw. The shareholders also shall have the power
to make, amend or repeal the bylaws of the corporation at any annual
meeting or at any special meeting called for that purpose.

SECTION 4. GENDER. The masculine gender is used in these bylaws as
a matter of convenience only and shall be interpreted to include the
feminine and neuter genders as the circumstances indicate.

SECTION 5. CONFLICTS. In the event of any irreconcilable conflict
between these bylaws and either the corporation's articles of incorporation
or applicable law, the latter shall control.

SECTION 6. DEFINITIONS. Except as otherwise specifically provided
in these bylaws, all terms used in these bylaws shall have the same
definition as in the Delaware General Corporation Law.

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<PAGE>

THE FOREGOING BYLAWS, consisting of twenty (20) pages, including this
page, constitute the bylaws of Host America Corporation, adopted by the
board of directors of the corporation as of Febrary 19, 1998.

/s/ GEOFFREY W. RAMSEY
-----------------------------------
Geoffery W. Ramsey
President

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EXHIBIT 3.3

NUMBER SHARES
HOST AMERICA CORPORATION
________ Incorporated Under the Laws of the State of Delaware _________
80,000,000 Authorized Shares $0.001 Par Value

CUSIP 44106W 100
SEE REVERSE
FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

Is The Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON STOCK OF

HOST AMERICA CORPORATION

transferable only on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile
signature of its duly authorized officers.

Dated: May ___, 1998

/s/ ANNE L. RAMSEY CORPORATE SEAL /s/ GEOFFREY RAMSEY
Anne L. Ramsey, Secretary Geoffrey Ramsey, President

COUNTERSIGNED AND REGISTERED:

American Securities Transfer & Trust, Inc.
P.O. Box 1898
Denver, Colorado 80201
By:_____________________________________
Transfer Agent & Registrar
Authorized signature

EXHIBIT 3.4

NUMBER VOID AFTER 5:00 P.M. MOUNTAIN TIME MAY ___, 2003 WARRANTS
HOST AMERICA CORPORATION
________ Incorporated Under the Laws of the State of Delaware _________
WARRANT CERTIFICATE
CUSIP 44106W 118

SEE REVERSE
FOR CERTAIN DEFINITIONS

This Warrant Certificate certifies that

or registered assigns (the "Warrant Holder"), is the registered owner of
the above indicated number of Warrants expiring on May ___, 2003
("Expiration Date"). One Warrant entitles the Warrant Holder to purchase
one share of Common stock, $0.001 par value ("Share") from Host America
Corporation, a Delaware corporation ("Company"), at a purchase price of
$5.00 per share of Common Stock ("Exercise Price"), commencing on
__________, and terminating on the Expiration Date ("Exercise Period") upon
surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed with payments of the Exercise Price at the office of
American Securities Transfer & Trust, Inc., Denver, Colorado ("Warrant
Agent"), but only subject to the conditions set forth herein and in a
Warrant Agreement dated as of May ___, 1998 ("Warrant Agreement") between
the Company and the Warrant Agent. The Exercise Price, the number of
shares purchasable upon exercise of each Warrant, the number of Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events. The Warrant Holder may exercise all or any
number of Warrants. Reference hereby is made to the provisions on the
reverse side of this Warrant Certificate and to the provisions of the
Warrant Agreement, all of which are incorporated by reference in and made
a part of this Warrant Certificate and shall for all purposes have the same
effect as though fully set forth as this place.
Upon the presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like terms and evidencing in the aggregate a like number of
Warrants, subject to any adjustments made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the
Warrant Agreement, upon payment of $5.00 per Warrant Certificate and any
tax or governmental charge impaired in connection with such transfer.
The Warrant Holder of the Warrants evidenced by this Warrant
Certificate may exercise all or any whole number of such Warrants during
the period and in the manner stated herein. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
certified or bank cashier's check or bank draft payable to the order of the
Company. If upon exercise of any Warrants evidenced by this Warrant
Certificate the number of Warrants exercised shall be less than the total
number of Warrants so evidenced, there shall be issued to the Warrant
Holder a New Warrant Certificate evidencing the number of Warrants as so
exercised.
Subject to the following paragraph, no Warrant may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Warrant not
exercised by such time shall become void, unless extended by the Company.
Commencing after the Effective Date of the Company's prospectus the
Warrants are subject to redemption by the Company at $.25 per Warrant on 30
days' prior written notice if the closing bid price for the Company's
Common Stock, as reported on the Nasdaq Small Cap Market ("Nasdaq"), or the
closing sale price as reported on a national or regional securities
exchange, as applicable, for 30 consecutive trading days ending within 19
days of the notice of redemption of the Warrants, averages at least $10.00.
The Company is required to maintain an effective registration statement
with respect to the Common Stock underlying the Warrants at the time of
redemption of the Warrants. Prior to the first anniversary of the
Effective Date, the Warrants will not be redeemable by the Company without
the written consent of the Representative.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President and by its Secretary, made by a facsimile of his
signature, and has caused a facsimile of its corporate seal to be imprinted
hereon.

Dated:

/s/ ANNE L. RAMSEY
Anne L. Ramsey, Secretary

CORPORATE SEAL

/s/ GEOFFREY RAMSEY
Geoffrey Ramsey, President

COUNTERSIGNED AND REGISTERED:

American Securities Transfer & Trust, Inc.
P.O. Box 1898
Denver, Colorado 80201

By:_____________________________________
Warrant Agent Authorized Signature

EXHIBIT 4.0

HOST AMERICA CORPORATION

AND

AMERICAN SECURITIES STOCK TRANSFER, INC.

WARRANT AGREEMENT

Dated as of May ____, 1998

<PAGE>

WARRANT AGREEMENT, dated as of May ___, 1998, by and between HOST
AMERICA CORPORATION, a Delaware corporation (the "Company"), and AMERICAN
SECURITIES STOCK TRANSFER, INC., as warrant and transfer agent (hereinafter
called the "Warrant Agent").

WHEREAS, the Company proposes to issue and sell to the public up to
1,380,000 shares of Common Stock, no par value (hereinafter referred to as
"Common Stock" or "Common Shares"), and up to 1,380,000 Redeemable Common
Stock Purchase Warrants to purchase a share of Common Stock at $5.00 per
share (the "Warrant") (including the underwriter's over-allotment option
granted to Barron Chase Securities, Inc. (the "Underwriter"), (the "Public
Offering"); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfers, exchanges and exercise of the Warrants;

NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereto agree as follows:

SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant Agent to act as Agent for the Company in accordance
with the instructions hereinafter in this Agreement set forth, and the
Warrant Agent hereby accepts such appointment.

SECTION 2. FORM OF WARRANT. The text of the Warrant and of the
form of election to purchase shares as is printed on the reverse thereof as
now outstanding, is substantially as set forth respectively in Exhibit A
attached hereto. The per share Warrant Price (as hereinafter defined) and
the number of shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the
manual or facsimile signature of the present or any future Chairman,
President, or Vice President of the Company, under its corporate seal,
affixed or in facsimile, attested by the manual or facsimile signature of
the present or any future Secretary or Assistant Secretary of the Company.

The Warrants will be dated as of the date of issuance by the Warrant
Agent either upon initial issuance or upon transfer or exchange.

SECTION 3. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent
shall maintain books for the transfer and registration of Warrants. Upon
the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof. The
Warrants shall be countersigned manually or by facsimile by the Warrant
Agent (or by any successor to the Warrant Agent then acting as warrant
agent under this Agreement) and shall not be valid for any purpose unless
so countersigned. Warrants may be so countersigned, however, by the
Warrant Agent (or by its successor as warrant agent) and be delivered by
the Warrant Agent, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall
have ceased to be such officers at the time of such countersignature or
delivery.

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<PAGE>

SECTION 4. TRANSFERS AND EXCHANGES. The Warrant Agent shall
transfer, from time to time, any outstanding Warrants upon the books to be
maintained by the Warrant Agent for that purpose, upon surrender thereof
for transfer properly endorsed or accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be delivered by the Warrant
Agent. Warrants so cancelled shall be delivered by the Warrant Agent to
the Company from time to time upon request. Warrants may be exchanged at
the option of the holder thereof, when surrendered at the office of the
Warrant Agent, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Common Shares.

SECTION 5. RIGHTS OF REDEMPTION BY COMPANY. The Warrants are
redeemable by the Company at a price of $.25 per Warrant commencing on the
Effective Date (as defined in the Prospectus), upon 30 days' prior written
notice if the closing bid or trading price of the Company's Common Stock,
as applicable, over 30 consecutive trading days ending within 10 days of
the notice of redemption of the Warrants, averages in excess of $10.00.
Prior to the first anniversary of the Effective Date, the Warrants will not
be redeemable by the Company without the written consent of the
Underwriter. Any Warrants, so called, and not either converted or tendered
back to the Company by the end of the date specified in the Notice of Call,
will be entitled only to the redemption price of such Warrants, if
redeemed, and the holder thereof shall have forfeited his right to so
exercise.

SECTION 6. EXERCISE OF WARRANTS. Subject to the provisions of
this Agreement, each registered holder of Warrants shall have the right
which may be exercised through May __, 2003 commencing from the Effective
Date and ending at the close of business on May __, 2003 to purchase from
the Company (and the Company shall issue and sell to such registered holder
of Warrants) the number of fully paid and non-assessable Common Shares
specified in such Warrants, upon surrender to the Company at the office of
the Warrant Agent of such Warrants, with the form of election to purchase
duly filled in and signed, and upon payment to the order of the Company of
the Warrant Price, determined in accordance with Sections 10 and 11 herein,
for the number of shares in respect of which such Warrants are then
exercised. Payment of such Warrant Price shall be made in cash or by
certified check or bank draft or postal or express money order payable, in
United States dollars, to the order of the Company. No adjustment shall be
made for any dividends on any Common Shares issuable upon exercise of a
Warrant. Subject to Section 7, upon such surrender of Warrants, and
payment of the Warrant Price as aforesaid, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon the written
order of the registered holder of such Warrants and in such name or names
as such registered holder may designate, a certificate or certificates for
the largest number of whole Common Shares so purchased upon the exercise of
such Warrants. The Company shall not be required to issue any fraction of
a share of Common Stock or make any cash or other adjustment except as
provided in Section 12 herein, in respect of any fraction of a Common Share
otherwise issuable upon such surrender. Such certificate or certificates
shall be deemed to have been issued and any person so designated to be
named therein shall be deemed to have become a holder of record of such
shares as of the date of the surrender of such Warrants and payment of the
Warrant Price as aforesaid provided, however, that if, at the date of
surrender of such Warrants and payment of such Warrant Price, the transfer
books for the Common Shares or other class of stock purchasable upon the
exercise of such Warrants shall be closed, the

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<PAGE>

certificates for the shares in respect of which such Warrants are then
exercised shall be issuable as of the date on which such books shall be
opened and until such date the Company shall be under no duty to deliver
any certificate for such shares; provided, further, however, that the
transfer books aforesaid, unless otherwise required by law or by applicable
rule of any national securities exchange, shall not be closed at any one
time for a period longer than 20 days. The rights of purchase represented
by the Warrants shall be exercisable, at the election of the registered
holders thereof, either as an entirety or from time to time for part only
of the shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the shares specified therein at
any time prior to the date of expiration of the Warrant, a new Warrant or
Warrants will be issued to such registered holder for the remaining number
of shares specified in the Warrant so surrendered, and the Warrant Agent is
hereby irrevocably authorized to countersign and to deliver the required
new Warrants pursuant to the provisions of this Section during the Warrant
exercise period, and the Company, whenever requested by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.

SECTION 7. PAYMENT OF TAXES. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Common Shares issuable
upon the exercise of Warrants; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issue or delivery of any certificates for
Common Shares in a name other than that of the registered holder of
Warrants in respect of which such shares are issued, and in such case
neither the Company nor the Warrant Agent shall be required to issue or
deliver any certificate for Common Shares or any Warrant until the person
requesting the same has paid to the Company the amount of such tax or has
established to the Company's satisfaction that such tax has been paid.

SECTION 8. MUTILATED OR MISSING WARRANTS. In case any of the
Warrants shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent right
or interest, but only upon receipt of evidence satisfactory to the Company
and the Warrant Agent of such loss, theft or destruction of such Warrant
and indemnity, if requested, also satisfactory to them. Applicants for
such substitute Warrants shall also comply with such other reasonable
regulations and pay such reasonable charges as the Company or the Warrant
Agent may prescribe.

SECTION 9. RESERVATION OF COMMON SHARES. There have been
reserved, and the Company shall at all times keep reserved, out of the
authorized and unissued Common Shares, a number of shares sufficient to
provide for the exercise of the rights of purchase represented by the
Warrants, and the Transfer Agent for the Common Shares and every subsequent
transfer agent for any shares of the Company's capital stock issuable upon
the exercise of any of the rights of purchase aforesaid are hereby
irrevocable authorized and directed at all times to reserve such number of
authorized and unissued shares as shall be requisite for such purpose. The
Company agrees that all Common Shares issued upon exercise of the Warrants
shall be, at the time of delivery of the certificates for such Common
Shares, validly issued and outstanding, fully paid and non-assessable and
listed on any national securities exchange upon which the other Common
Shares are then listed. The Company will file such Registration
Statement(s) pursuant

-4-

<PAGE>

it to deliver to each person exercising a Warrant, a Prospectus meeting the
requirements of Section 11(a) (3) of such Securities Act and otherwise
complying therewith, and will deliver such a Prospectus to each such
person; PROVIDED, that the Company shall only be obligated to use its
reasonable, good faith efforts to have any such registration statement
declared effective by the Securities and Exchange Commission, and to have
such reserved shares qualified for delivery to holders of the Warrants
under applicable state securities laws, and to the extent that the Company
has used such prescribed efforts but has been unsuccessful in obtaining any
such registration(s) or qualification(s), it shall not constitute a breach
of this Agreement by the Company. The Company will keep a copy of this
Agreement on file with the Transfer Agent for the Common Shares and with
every subsequent transfer agent for any shares of the Company's capital
stock issuable upon the exercise of the rights of purchase represented by
the Warrants. The Warrant Agent is hereby irrevocably authorized to
requisition from time to time such Transfer Agent for stock certificates
required to honor outstanding Warrants. The Company will supply such
Transfer Agent with duly executed stock certificates for such purpose. All
Warrants surrendered in the exercise of the rights thereby evidenced shall
be cancelled by the Warrant Agent and shall thereafter be delivered to the
Company, and such cancelled Warrants shall constitute sufficient evidence
of the number of Common Shares which have been issued upon the exercise of
such Warrants. Promptly after the date of expiration of the Warrants, the
Warrant Agent shall certify to the Company the total aggregate amount of
Warrants then outstanding, and thereafter no Common Shares shall be subject
to reservation in respect to such Warrants which shall have expired.

SECTION 10. WARRANT PRICE. The Warrant Price at which Common Stock
shall be purchasable shall be $5.00 per whole share. No fractional shares
shall be issued.

SECTION 11. ADJUSTMENTS. Subject and pursuant to the provisions of
this Section 11, the Warrant Price and number of Common Shares subject to
this Warrant shall be subject to adjustment from time to time as set forth
hereinafter.

(a) If the Company shall at any time subdivide its outstanding
Common Shares by recapitalization, reclassification, split-up thereof,
or other such issuance without additional consideration, the Warrant
Price immediately prior to such subdivision shall be proportionately
decreased, and, if the Company shall at any time combine the
outstanding Common Shares by recapitalization, reclassification or
combination thereof, the Warrant Price immediately prior to such
combination shall be proportionately increased. Any such adjustment
to the Warrant Price, or the corresponding adjustment to the number of
Common Shares purchasable upon the exercise of Warrants, shall become
effective at the close of business on the record date for such
subdivision or combination.

(b) In the event the Company adopts a resolution for the
liquidation, dissolution, or winding up of the Company's business, the
Company will give written notice of such adoption of a resolution to
the registered holders of the Warrants. Thereupon all liquidation and
dissolution rights under the Warrants will terminate at the end of
thirty (30) days from the date of the notice to the extent not
exercised within those thirty (30) days.

-5-

<PAGE>

(c) If any capital reorganization or reclassification of the
Common Stock of the Company (other than a change in par value), or
consolidation or merger of the Company with another corporation (other
than a merger with a subsidiary in which the Company is the surviving
entity), or the sale of all or substantially all of its assets to
another corporation, shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash, or
assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization, reclassification, consolidation,
merger or sale, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrant Agent
a supplemental Warrant Agreement providing that each registered holder
of a Warrant shall have the right thereafter and until the expiration
date to exercise such Warrant for the kind and amount of stock,
securities, cash or assets receivable upon such reorganization,
reclassification, consolidation, merger or sale by a holder of the
number of shares of Common Stock for the purchase of which such
Warrant could have been exercised immediately prior to such
reorganization, reclassification, consolidation, merger or sale,
subject to adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 11.

(d) Upon any adjustment of the Warrant Price as hereinabove
provided, the number of Common Shares issuable upon exercise of a
Warrant shall be changed to the number of shares determined by
dividing (i) the aggregate Warrant Price payable for the purchase of
all shares issuable upon exercise of the Warrant immediately prior to
such adjustment by (ii) the Warrant Price per share in effect
immediately after such adjustment.

(e) Anything hereinabove to the contrary notwithstanding, no
adjustment of the Warrant Price or in the number of Common Shares
subject to any Warrant shall be made upon the issuance or sale by the
Company of any Common Shares pursuant to the exercise of any warrants
which may be issued by the Company pursuant to any underwriting
agreement between the Company and any underwriter (including the
Underwriter), pursuant to the issuance of shares of Common Stock upon
exercise of any of the Warrants, pursuant to any existing stock option
plan or any such plan which may be adopted by the Company, pursuant to
any merger, reorganization, consolidation, acquisition or other
corporate transaction, or otherwise in connection with any issuance of
securities by the Company, except as specifically identified herein.

(f) No adjustment in the Warrant Price shall be required under
this Section 11 unless such adjustment would require an increase or
decrease in such price of at least 10%; provided, however, that any
adjustments which by reason of the foregoing are not required at the
time to be made shall be carried forward and taken into account and
included in determining the amount of any subsequent adjustment; and
provided further, however, that in case the Company shall at any time
subdivide or combine the outstanding Common Shares or issue any
additional Common Shares as a dividend, said amount of 10% per share
shall forthwith be proportionately increased in the case of a
combination or decreased in the case of a subdivision or stock
dividend so as to appropriately reflect the same.

-6-

<PAGE>

(g) On the effective date of any new Warrant Price the number of
shares as to which any Warrant may be exercised shall be increased or
decreased so that the total sum payable to the Company on the exercise
of such Warrant shall remain constant.

(h) The form of Warrant need not be changed because of any
change pursuant to this Article, and Warrants issued after such change
may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this agreement.
However, the Company may at any time in its sole discretion (which
shall be conclusive) make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance
thereof; and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise,
may be in the form as so changed.

SECTION 12. FRACTIONAL INTEREST. The Company shall not be required
to issue fractions of Common Shares on the exercise of Warrants or any cash
or other adjustment in respect of such fractions of Common Shares. If any
fraction of a Common Share would, except for the provisions of this Section
12, be issuable on the exercise of any Warrant (or specified portions
thereof), the Company shall issue such number of shares of Common Stock to
which the Warrant holder is entitled, rounded up to the nearest number of
whole shares.

SECTION 13. NOTICES TO WARRANTHOLDERS.

(a) Upon any adjustment of the Warrant Price and the number of
shares issuable on exercise of a Warrant, then and in each such case
the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

(b) In case at any time:

(i) the Company shall pay any dividends payable in stock
upon its Common Stock or make any distribution (other than
regular cash dividends) to the holders of its Common Stock;

(ii) the Company shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of
any class or other rights;

(iii) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation; or

(iv) there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company;

-7-

<PAGE>

then, in any one or more of such cases, the Company shall give written
notice to all Warrant holders of record not fewer than 10 days' prior
to the date on which the books of the Company shall close or a record
shall be taken for (i) such dividend, distribution, or subscription
rights, or (ii) such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding up shall take
place, as the case may be. Such notice shall also specify the date as
of which the holders of Common Stock of record shall participate in
such dividend, distribution, or subscription rights, or shall be
entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or winding up,
as the case may be. Failure to give or publish such notice, or any
defect therein, shall not affect the legality or validity of any of
the matters set forth in this Section 13 inclusive.

(c) The Company shall cause copies of all financial statements
and reports, proxy statements and other documents as it shall send to
its stockholders to be sent by first-class mail, postage prepaid, on
the date of mailing to such stockholders, to each registered holder of
Warrants at his address appearing on the Warrant register as of the
record date for the determination of the stockholders entitled to such
documents.

SECTION 14. DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS.

(a) The Warrant Agent shall forward promptly to the Company,
with respect to Warrants exercised, the funds which will be deposited
in a special account in a bank designated by the Company for the
benefit of the Company, for the purchase of Common Shares through the
exercise of such Warrants.

(b) The Warrant Agent shall keep copies of this Agreement
available for inspection by holders of Warrants during normal business
hours.

SECTION 15. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT
AGENT. Any corporation or company which may succeed to the business of the
Warrant Agent by any merger or consolidation or otherwise to which the
Warrant Agent shall be a party, shall be the successor Warrant Agent
hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided that such corporation
would be eligible for appointment as a successor Warrant Agent under the
provisions of Section 17 of this Agreement. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement, any of the Warrants shall have been countersigned but not
delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent and deliver such Warrants so
countersigned; and in case at that time any of the Warrants shall not have
been countersigned, any successor to the Warrant Agent may countersign such
Warrants either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrants shall
have the full force provided in the Warrants and in this Agreement.

In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrants so countersigned; and in case at

-8-

<PAGE>

that time any of the Warrants shall not have been countersigned, the
Warrant Agent may countersign such Warrants either in its prior name or in
its changed name; and in all such cases such Warrants shall have the full
force provided in the Warrants and in this Agreement.

SECTION 16. DUTIES OF WARRANT AGENT. The Warrant Agent undertakes
the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company and the holders of
Warrants, by their acceptance thereof, shall be bound:

(a) The statements of fact and recitals contained herein and in
the Warrants shall be taken as statements of the Company, and the
Warrant Agent assumes no responsibility for the correctness of any of
the same except such as describe the Warrant Agent or action taken or
to be taken by it. The Warrant Agent assumes no responsibility with
respect to the distribution of the Warrants except as herein expressly
provided.

(b) The Warrant Agent shall not be responsible for any failure
of the Company to comply with any of the covenants contained in this
Agreement or in the Warrants to be complied with by the Company.

(c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the written advice of such counsel.

(d) The Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant for any action taken in
reliance on any notice, resolution, waiver, consent, order,
certificate, or other paper, document or instrument reasonably
believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.

(e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the
execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and other charges of any kind
and nature incurred by the Warrant Agent in the execution of this
Agreement and to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the
Warrant Agent's negligence or bad faith.

(f) The Warrant Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more registered
holders of Warrants shall furnish the Warrant Agent with reasonable
security and indemnity for any costs and expenses which may be
incurred, but this provision shall not affect the power of the Warrant
Agent to take such action as the Warrant Agent may consider proper,
whether with or without any such security or indemnity. All rights of
action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the

-9-

<PAGE>

Warrants or the production thereof at any trial or other proceeding
relative thereto, and any such action, suit or proceeding instituted
by the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery of judgment shall be for the ratable benefit of the
registered holders of the Warrants, as their respective rights or
interests may appear.

(g) The Warrant Agent and any stockholder, director, officer,
partner or employee of the Warrant Agent may buy, sell or deal in any
of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to otherwise act as fully
and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

(h) The Warrant Agent shall act hereunder solely as agent and
not in a ministerial capacity, and its duties shall be determined
solely by the provisions hereof. The Warrant Agent shall not be
liable for anything which it may do or refrain from doing in
connection with this Agreement except for its own negligence or bad
faith.

(i) The Warrant Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys, agents or employees, and the
Warrant Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys, agents, or
employees or for any loss to the Company resulting from such neglect
or misconduct, provided reasonable care has been exercised in the
selection and continued employment thereof.

(j) Any request, direction, election, or order or demand of the
Company shall be sufficiently evidenced by an instrument signed in the
name of the Company by its President or a Vice President or its
Secretary of an Assistant Secretary or its Treasurer or an Assistant
Treasurer (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors
may be evidenced to the Warrant Agent by a copy thereof certified by
the Secretary or an Assistant Secretary of the Company.

SECTION 17. CHANGE OF WARRANT AGENT. The Warrant Agent may resign
and be discharged from its duties under this Agreement by giving to the
Company notice in writing, and to the holders of the Warrants notice by
mailing such notice to holders at their addresses appearing on the Warrant
register, of such resignation, specifying a date when such resignation
shall take effect. The Warrant Agent may be removed by like notice to the
Warrant Agent from the Company and by like mailing of notice to the holders
of the Warrants. If the Warrant Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment
within a period of 30 days after such removal or after it has been notified
in writing of such resignation or in capacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company),
then the registered holder of any Warrant may apply to any court of
competent

-10-

<PAGE>

jurisdiction for the appointment of a successor to the Warrant Agent. Any
successor warrant agent, whether appointed by the Company or by such court,
shall be a bank, or trust company or active transfer agent, in good
standing, incorporated under the laws of a state of the United States of
America. After appointment, the successor warrant agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the
former Warrant Agent shall deliver and transfer to the successor warrant
agent all cancelled Warrants, records and property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Failure to file or mail any notice
provided by this Section, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Warrant Agent
or the appointment of the successor warrant agent, as the case may be.

SECTION 18. IDENTITY OF TRANSFER AGENT. Forthwith upon the
appointment of any Transfer Agent for the Common shares or of any
subsequent transfer agent for Common Shares or other shares of the
Company's capital stock issuable upon exercise of the rights of purchase
represented by the Warrants, the Company will file with the Warrant Agent
a statement setting forth the name and address of such Transfer Agent. The
Warrant Agent hereby acknowledges that it is, at the time of execution
hereof, the Transfer Agent, and waives any statement required herein with
respect thereto.

SECTION 19. NOTICES. Any notice pursuant to this Agreement to be
given or made by the Warrant Agent or by the registered holder of any
Warrant to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent) as follows:

HOST AMERICA CORPORATION
Two Broadway
Hamden, Connecticut 06518
Attn: Geoffrey W. Ramsey

With a copy to:

John B. Wills, Attorney at Law
410 17th Street
Suite 1940
Denver, Colorado 80202

Any notice pursuant to this Agreement to be given or made by the
Company or by the registered holder of any Warrant to or on the Warrant
Agent shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company) as follows:

-11-

<PAGE>

American Securities Stock Transfer, Inc.
1825 Lawrence Street
Suite 444
Denver, Colorado 80202-1817
Attn: Gregory Tubbs

SECTION 20. SUPPLEMENTS AND AMENDMENTS. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement
without the approval of any holders of Warrants in order to cure any
ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising
hereunder which the Company and the Warrant Agent may deem necessary or
desirable and which shall not be inconsistent with the provisions of the
Warrants and which shall not adversely affect the interests of the holders
of Warrants.

SECTION 21. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

SECTION 22. COLORADO CONTRACT. This Agreement shall be deemed to
be a contract made under the laws of the State of Colorado and for all
purposes shall be construed in accordance with laws of said State.

SECTION 23. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the
Company, the Warrant Agent and the registered holders of the Warrant any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the registered holders of the Warrants.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall be considered an
original.

SECTION 25. EFFECTIVENESS. This Agreement shall be deemed binding,
and, therefore, in effect, as of and subject to the effective date of the
Registration Statement for the Public Offering.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

HOST AMERICA CORPORATION

(Corporate Seal)
By: _________________________________
Geoffrey W. Ramsey, President
Attest:

_____________________________
__________________, Secretary

-12-

<PAGE>

AMERICAN SECURITIES STOCK
TRANSFER, INC.

By: _________________________________
Gregory Tubbs,
Executive Vice President

-13-

<PAGE>

EXHIBIT A
----------

FORM OF WARRANT

This certifies that ________________________________, or registered
assigns, is the registered holder of the number of Warrants indicated
above, each of which Warrants entitles the holder thereof to purchase, at
any time on or before May __, 2003, one Share of the no par value of Host
America Corporation, a corporation duly organized and existing under the
laws of the state of Delaware, hereinafter called the Company, as such
shares are constituted on May ___, 1998, at the subscription price of $5.00
per Share by surrendering this Warrant, with the subscription form on the
reverse side thereof duly executed, at the office of the Warrant Agent, and
by paying in lawful money of the United States, the Subscription Price for
each Share as to which this Warrant is exercised, buy only subject to the
conditions set forth herein and in the Warrant Agreement.

This Warrant is one of a duly authorized issue of Warrants for the
purchase of Shares evidencing the right to purchase shares of the Company.
It is issued under and in accordance with certain resolutions adopted by
the Board of Directors of the Company on ___________, 1998, and is subject
to the terms and provisions contained in the Warrant Agreement, to all of
which the holder of this Warrant, by acceptance hereof, consents. A copy
of the Warrant Agreement may be obtained for inspection by the holder
hereof upon written request to the Transfer Agent of the Company.

This Warrant is redeemable at the option of the Company on 30 days
notice at the price of $.25 per Warrant, subject to the terms of the
Warrant Agreement. No fractional shares will be issued upon the exercise
of this Warrant, but, in lieu of any fractional interest, the Company shall
pay cash as provided in the Warrant Agreement. Upon any partial exercise
of this Warrant, there shall be countersigned and issued to or upon the
order of the holder thereof a new Warrant in respect of the Shares as to
which this Warrant shall not have been exercised. this Warrant shall be
exchanged either separately or in combination with one or more other
Warrants for one or more new Warrants of the same aggregate number of
Shares as were evidenced by the Warrant or Warrants exchanged.

This Warrant is issued subject to the condition, and every holder
hereof by accepting the same agrees with every subsequent holder hereof and
with the Company, that delivery hereof by any person in possession of the
same, however such possession may have been acquired, if properly assigned
in blank, or if properly assigned to a specified person, by delivery hereof
to such person, shall vest title hereof and all rights hereunder in the
transferee to the same extent and for all purposes as would delivery under
like circumstances of any negotiable instrument; and that the Company may
treat the record holder hereof for the time being, or when presented
properly assigned to a specified person, the person to whom assigned, or,
when presented properly assigned in blank, the bearer hereof, as the
absolute holder for all purposes and shall not be affected by any notice to
the contrary.

This Warrant does not entitle any holder hereof to any rights of a
shareholder of this Company.

-14-

<PAGE>

IN WITNESS WHEREOF the Company has caused this Warrant to be signed by
its President and by its Secretary each by facsimile signature has caused
a facsimile of its corporate seal to be imprinted hereon.

Dated:

-15-

<PAGE>

HOST AMERICA CORPORATION

PURCHASE WARRANT
SUBSCRIPTION FORM

To Be Executed By The Registered Holder
In Order To Exercise Warrants

The undersigned registered holder irrevocably elects to exercise __________
Warrants represented by this Warrant Certificate, and to purchase the
shares of Common Stock issuable upon the exercise of such Warrants and
enclosed $__________ as purchase price therefor, and requests that
certificates for such shares be issued in the name of:

- -------------------------------------------------------------------------
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
- -------------------------------------------------------------------------

- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to _______________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
_____________________________________ and, if such number of Warrants shall
not be all the Warrants evidenced by this Warrant Certificate, that a new
Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated
below.

_____________________________________
(SIGNATURE)

Dated: _______________________ _____________________________________
ADDRESS

_____________________________________

______________________________ _____________________________________
SIGNATURE(s) GUARANTEED TAX IDENTIFICATION NUMBER

-16-

<PAGE>

ASSIGNMENT

To Be Executed By The Registered Holder
In Order to Transfer Warrants

For Value Received, _________________________________________ hereby sell,
assign and transfer unto: _______________________________________________
(PLEASE TYPE OR PRINT NAME AND ADDRESS)

- -------------------------------------------------------------------------

- -------------------------------------------------------------------------
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint ______________________________________
Attorney to transfer this Warrant Certificate on the books of the Company,
with full power of substitution in the premises.

Dated: ________________________ _____________________________________
(SIGNATURE)

_______________________________ _____________________________________
SIGNATURE(s) GUARANTEED (SIGNATURE)

THIS SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND
TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM
OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC COAST
STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE.

-17-

EXHIBIT 5.0

[LETTERHEAD]

April 20, 1998

Host America Corporation
Two Broadway
Hamden, Connecticut 06518

RE: SEC REGISTRATION STATEMENT ON FORM SB-2

Gentlemen:

I am counsel for Host America Corporation, a Delaware corporation (the
"Company"), in connection with its public offering under the Securities Act
of 1933, as amended, of (i) 1,200,000 shares of the Company's Common Stock,
(1,380,000 shares if the over-allotment option is exercised in full) and
(ii) 1,200,000 Redeemable Common Stock Purchase Warrants, (1,380,000
Warrants if the over-allotment option is exercised in full) through an
effective Registration Statement on Form SB-2 as to which this opinion is
a part, to be filed with the Securities and Exchange Commission (the
"Commission").

In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:

(1) Articles and Amended Articles of Incorporation of the Company as
filed with the Secretary of State of the State of Delaware, as amended.

(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.

(3) The Registration Statement and the Preliminary Prospectus
contained within the Registration Statement.

(4) The other exhibits to the Registration Statement filed with the
Commission.

I have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the
Company, and have made such other investigations as I have deemed necessary
or appropriate under the circumstances.

<PAGE>

Host America Corporation
April 20, 1998
Page 2

Based upon the foregoing and in reliance thereon, it is my opinion
that: (1) the 1,380,000 shares of Common Stock, no par value and (2)
1,380,000 Redeemable Common Stock Purchase Warrants, will, upon the
purchase, receipt of full payment, issuance and delivery in accordance with
the terms of the offering described in such Registration Statement, be duly
and validly authorized, legally issued, fully paid and non-assessable.

Very truly yours,

/s/ JOHN B. WILLS
John B. Wills

JBW/db

EXHIBIT 10.1

AGREEMENT FOR MANUAL AND VENDING
FOOD AND REFRESHMENT SERVICE

This Agreement, made this 28th day of December, 1993, by and between OXFORD
HEALTH PLANS located at 800 Connecticut Avenue, Norwalk, CT 06856
(hereinafter referred to as OXFORD) and UDS FOOD MANAGEMENT CORPORATION, 2
Broadway, Hamden, CT 06518 (hereinafter referred to as UDS) for the
provision of manual and vending food refreshment service.

Witnesseth

In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:

OXFORD hereby grants to UDS, an independent contractor, the exclusive
rights and privileges to sell and dispense by automatic vending machines
and by manual means (cafeteria line and special events) food, candy, non-
alcoholic beverages, and other such products as are authorized by OXFORD at
or upon OXFORD's premises at 800 Connecticut Avenue, Norwalk, CT or such
other location where OXFORD shall move such premises. UDS will be granted
exclusive rights for commercial office coffee service.

UDS will install vending machines as shall be mutually agreed upon, and
will keep such equipment and

<PAGE>

machines adequately serviced and supplied with appropriate merchandise of
good quality.

LOCATION OF EQUIPMENT: The location of all vending machines, manual
equipment and other facilities to be supplied by UDS shall be mutually
agreed upon. Any moves of vending machines or other equipment necessitated
by growth or building rearrangements by OXFORD will be accomplished by UDS
under conditions to be mutually agreed upon as the occasion arises. UDS
shall make no alterations in the premises or change the location of any of
the machines, unless authorized by OXFORD in writing.

OWNERSHIP OF EQUIPMENT: It is understood that the manual and vending
equipment and any other equipment supplemental to the services that have
been supplied by UDS shall remain UDS's property at all times, except that
the soft serve machine and ice machine which OXFORD will be leasing will
remain the property of OXFORD after all lease requirements have been
satisfied. OXFORD will also take reasonable precautions to protect said
machines and equipment from damage and will permit UDS to remove them upon
termination of this Agreement or upon termination of any renewal thereof.

OXFORD will furnish to UDS, without charge, food preparation and cafeteria
areas, and adequate sanitary toilet facilities, including dining room
furni-

<PAGE>

ture and food storage areas, owned by OXFORD and to be used in connection
with the food service. OXFORD will also furnish to UDS an extension
telephone.

MAINTENANCE AND EQUIPMENT: The division of responsibility between OXFORD
and UDS is hereafter provided.

OXFORD will be responsible for:

a) mopping of the dining area floors, for the day-to-day cleaning of the
dining area, and for the cleanliness of walls, ceilings, windows and
light fixtures;

b) removal of all trash and garbage;

c) furnishing exterminator services, semi-annual cleaning of hoods, ducts
and filters; and

d) furnishing maintenance services if and when required for the proper
maintenance and repairs of said premises, fixtures, furniture and
equipment and replacing equipment as is mutually agreed to be
necessary, except in those cases where the necessity for replacement
is caused through the negligence of UDS's employees.

As a cost of operation, UDS will be responsible for:

a) keeping said premises, furniture, fixtures, manual food service
equipment and vending machines in a clean and sanitary condition in

<PAGE>

accordance with recognized standards for such equipment and in
accordance with all laws, ordinances, regulations and rules of
federal, state and local authorities;

b) routine daily cleaning of the kitchen, cold storage areas and counter
areas;

c) laundry service for kitchen linens (uniforms, kitchen cleaning cloths,
etc.);

d) purchasing of all food and supplies;

e) repairing the vending machines;

f) replacing the vending equipment as required; and

g) routine daily cleaning for the dining room tables and chairs.

MENUS: UDS will post menus, complete with prices, and all menus will be
nutritionally acceptable. UDS will cater special functions for OXFORD as
requested, at prices mutually agreed upon and upon at least 72 hours
advance notice.

LICENSES AN PERMITS: UDS shall obtain, as a cost of operation prior to
commencing operations at OXFORD's premises, all necessary permits, licenses
and other approvals required by law for its operation hereunder. UDS
expects to begin operation on Monday, __________, 1993. OXFORD agrees to
cooperate with UDS and to execute such documents as shall be reasonably
necessary or appropriate to obtain said permit,

<PAGE>

licenses and approvals. UDS shall pay all excise taxes and all fees for
permits, licenses, approvals and renewals required for the conduct of its
operations.

UTILITIES: OXFORD shall, at its expense, provide UDS with necessary and
sufficient refrigeration, freezer space, heat, light, water and electricity
for the operations of the manual and vending service.

RECORDS: UDS will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
manual food and vending service. All such records shall be kept on file by
UDS for a period of three years, and UDS shall give OXFORD and its agents
the privilege, at any reasonable time during the three-year period, of
auditing its records. All sales, for the purpose of this Agreement, are
defined as cash collections less applicable federal, state and local taxes
for such UDS has the sole responsibility to collect, report and pay to the
taxing authorities.

INSURANCE: During the term of this Agreement, UDS will provide and
maintain, with an insurance carrier licensed to do business in this state
$1 Million worth of general liability, automobile and excess liability
insurance.

<PAGE>

UDS will indemnify and hold OXFORD, its employees, guests, visitors, and
tenants and licensees, their employees, guests, visitors, customers or
clients and any space licensor or Landlord harmless from any and all loss,
damage or liability arising directly or indirectly out to UDS's operations
under this Agreement, including but not limited to, installation and
operation of the equipment and acts of omission, commission or negligence
of UDS's employees, contractors or agents when engaged in operations under
the Agreement.

PERSONNEL POLICIES: All food service employees will be on UDS's payroll and
shall at all times be deemed agents, servants and employees of UDS. All
persons employed by UDS at OXFORD's premises shall be in uniform at all
times. UDS's employees shall comply with the rules and regulation at any
time promulgated by OXFORD for the safe, orderly and efficient conduct of
all activities being carried out while on OXFORD's premises. UDS shall
maintain food service personnel adequate to service the personnel of
OXFORD, any invitees of OXFORD, and other tenants of the building. UDS
shall not retain at the premises any employee not acceptable to OXFORD for
any reason. UDS and OXFORD shall not hire any person(s) formerly employed
by the other, within one year from the termination of such person's
employment, without the written consent of the other.

OXFORD will allow employees and agents of UDS access to service areas and
equipment at all reasonable times. UDS, in performing work by this
Agreement,

<PAGE>

shall not discriminate against any employee or applicant for employment
because of race, color, creed, national origin, age, sex or disability.
UDS's employment policies meet the requirements of the Fair Labor Standards
Act and all other regulations required by the United States Department of
Labor. UDS is an equal opportunity employer.

ACCOUNTING: UDS keeps records by accounting periods with each month ending
on the last Friday of the month. Any statement rendered is due and payable
within 15 days after receipt. Accounts which are more than 30 days in
arrears are subject to late charges. Interest will be added at the rate of
1.5% per month on past due accounts. UDS shall promptly provide OXFORD,
upon request, complete documentation and back-up for its monthly
statements.

FINANCIAL CONSIDERATIONS: OXFORD agrees to pay a subsidy to UDS which will
be the difference between the total monthly costs of operation and total
monthly sales (as stated in Exhibit A). OXFORD will be billed on a monthly
basis.

ADJUSTMENT OF FINANCIAL ARRANGEMENT: In the event of material cost changes
(whether taxes, labor, merchandise or equipment), it is understood that
commensurate adjustments in selling prices or other financial arrangements
between UDS and OXFORD shall be agreed upon and effected by appropriate
officials of the parties. All obligations hereunder are subject

<PAGE>

to federal, state and local regulations. In the event the building or said
premises, or any of them in which UDS's equipment and machines are located,
are partially or completely damaged by fire, the elements, the public
enemy, or any other casualty, of if UDS is prevented from operating
hereunder because of such damage or because of riots, labor troubles or
disturbances, the same shall not be considered as a default under the
provisions of this Agreement.

COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about Dec. 28, 1993, and shall remain in force for one year unless
terminated as herein provided. It shall thereafter renew itself
automatically for one-year periods until notice of termination is given in
writing by either party by registered mail, at least 90 days prior to the
termination.

If either party shall fail to perform or observe any of the terms or
conditions of this Agreement, the party claiming such failure shall give
the other party written notice of such breach. If, within 90 days from
such notice, the failure has not been corrected, the injured party may
cancel this Agreement by giving written notice.*

Any notice to be given hereunder shall, if to UDS, be sent to Geoffrey
Ramsey, President, UDS Food

* Notwithstanding the foregoing, in the event that UDS or the facility is
cited with two or more health code violations in any 12 month period, then
OXFORD shall have the option to terminate immediately the Agreement upon
written notice.

<PAGE>

Management Corporation, 2 Broadway, Hamden, CT 06518, by registered mail;
and, if to OXFORD, be sent to Robert Smoler, Executive Vice President,
Oxford Health Plans, 800 Connecticut Avenue, Norwalk, CT 06856 by
registered mail.

STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of Connecticut.

In witness whereof, the parties have executed this Agreement as of the date
first above written.

ATTEST: OXFORD

/s/ By /s/ ROBERT SMOLER
- ----------------------------- ----------------------------------
Robert Smoler
Executive Vice President

ATTEST: UNIVERSITY DINING SERVICES, INC.

/s/ By /s/ GEOFFREY RAMSEY
- ----------------------------- ----------------------------------
Geoffrey Ramsey
President

<PAGE>

Neither UDS, nor any of its agents, employees or representatives shall hold
itself out as an agent or representative of OXFORD or incur any obligation
which will bind OXFORD or create any liens against the premises without the
prior written consent of OXFORD.

UDS shall be solely responsible for the collection and timely submission of
all taxes and other governmental charges arising out of this Agreement,
including, but not limited to employee withhold taxes, unemployment, social
security and sales taxes, and agrees to indemnify and hold OXFORD harmless
from any penalties, fines or levies arising from a breach of this
provision.

UDS agrees to conduct its business in such a manner so as to not (i)
violate any laws, regulations, insurance provisions, (ii) create any
noxious or offensive odors, (iii) interfere with the quiet enjoyment of the
premises by any tenant of the building, or (iv) create any breach of
OXFORD's lease. Notwithstanding the cure provisions otherwise set forth in
this Agreement, UDS shall cure any breach of this provision within seventy-
two (72) hours following written notice of same. OXFORD shall have the
option to terminate this Agreement upon written notice in the event that
UDS does not cure same within such period.

It is understood and agreed that UDS is an independent contractor, and this
Agreement shall not be construed to suggest or imply that UDS is an
employee agent or partner of or joint venture with OXFORD.

8(A)

<PAGE>

OXFORD

MONTHLY FORECAST

SALES
CAFETERIA SALES 24850.00 89.44%
CHARGE SALES 2935.00 10.56%

TOTAL SALES 27,785.00 100.00%

CAFETERIA FOOD

MEAT-SEAF-PROTEIN 3250.00 11.70%
GROCERIES 5290.00 19.04%
PRODUCE 1540.00 5.54%
BAKERY 1295.00 4.70%
MILK 675.00 2.43%
COFFEE 555.00 2.00%

TOTAL FOOD COST 12605.00 45.00%

PAYROLL 8496.00 30.58%
BENEFITS & TAXES 2654.00 9.55%
OTHER PAYROLL EXP 225.70 0.81%
VAC/HOLIDAY/ACCRUAL 260.00 0.94%

TOTAL LABOR 11635.70 41.88%

DIRECT COSTS
NON-FOOD 1525.00 5.49%
CLEANING SUPPLIES 557.00 2.00%
RENTAL 0.00 0.00%
LAUNDRY 529.50 1.91%
REPAIRS 0.00 0.00
INSURANCE 576.18 2.07%
STATIONERY 9.92 0.04%
MISCELLANEOUS 105.50 0.38%
ADMINISTRATIVE COST 1444.82 5.20%
FLOWERS & DECOR 0.00 0.00%

TOTAL DIRECT 4747.92 17.09%

TOTAL COSTS 28988.62 103.97%

OPERATIONS SHORTFALL -1203.62 -3.97%

MGMT FEE 972.48 3.50%

COST TO OXFORD -2176.09 -0.47%

EXHIBIT "A"

EXHIBIT 10.2

AGREEMENT FOR CAFETERIA AND SPECIAL EVENTS FOOD AND
VENDING SERVICES

This agreement, made this 26th day of June, 1995, by and between PITNEY
BOWES INC, located at 1 Elmcroft Road, Stamford, CT (hereinafter referred
to as PB) and UDS FOOD MANAGEMENT CORPORATION, located at 2 Broadway,
Hamden, CT (hereinafter referred to as UDS) for the provision of cafeteria
and special events food and vending services.

Witnesseth

In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:

PB hereby grants to UDS, an independent contractor, the exclusive rights
and privileges to sell and dispense by manual (cafeteria and special events
catering) and automatic vending machines food, candy, non-alcoholic
beverages, and other such products as are authorized by PB at or upon the
premises, as specified in Appendix A.

UDS will install vending machines as specified in appendix A, and will keep
such equipment adequately serviced and supplied with appropriate
merchandise of good quality.

MAINTENANCE AND EQUIPMENT: The division of responsibility between PB
and UDS is hereafter provided.
PB will be responsible for:
a) cleaning of the dining area floors, walls, ceilings, windows and
light fixtures;
b) removal of all trash and garbage;
c) furnishing exterminator services, semi-annual cleaning of hoods,
ducts and filters;
d) furnishing maintenance services if and when required for the
proper maintenance and repairs of said premises, fixtures,
furniture, refrigeration and equipment and replacing equipment;
and
e) replacement of serviceware inventories;

As a cost of operation UDS will be responsible for:
a) furnish all labor and management;
b) keeping said premises, chinaware, flatware, glassware, furniture,
fixtures, manual food service equipment and vending machines in
a clean and sanitary condition in accordance with recognized
standards for such equipment and in accordance with all laws,
ordinances, regulations and rules of federal, state and local
authorities;

<PAGE>

c) routine cleaning of the kitchen, kitchen & service area floors,
cold storage areas, work surfaces and counter areas;
d) laundry service for kitchen linens (uniforms, kitchen cleaning
cloths, etc.);
e) purchase and preparation of all food, beverages and supplies;
f) repairing of the vending machines;
g) replacing of the vending equipment as required; and
h) routine daily cleaning for the dining room tables and chairs.

MENUS: UDS will submit menus, as specified in Appendix B, at prices
specified in Appendix C for approval, post menus, complete with prices, and
all menus will be nutritionally acceptable. UDS will cater special
functions for PB, as requested, at prices mutually agreed upon and upon at
least 72 hours advance notice.

LICENSES AND PERMITS: UDS shall obtain, as a cost of operation, prior to
commencing operation, all necessary permits, licenses and other approvals
required by law for the operation of PB's food service.

UTILITIES: PB shall, at its expense, provide UDS with necessary and
sufficient refrigeration, freezer space, heat, light, water and electricity
for the operations of the manual and vending service.

RECORDS: UDS will at all times, maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
manual food and vending service. All such records shall be kept on file by
UDS for a period of two years, and UDS shall give PB and its agents the
privilege, at any reasonable time during the two year period, of auditing
its records. All sales, for the purpose of this Agreement, are defined as
cash collections less applicable federal, state and local taxes for which
UDS has the sole responsibility to collect, report and pay to the taxing
authorities.

INSURANCE: During the term of this Agreement, UDS will provide and
maintain, with an insurance carrier licensed to do business in this state:

Submit Certificate of Insurance, with the following minimum limits, to
PB:
General Liability:
$2,000,000 General Aggregate
$1,000,000 Products-Comp Operations Aggregate
$1,000,000 Personal & Advertising Injury
$1,000,000 Each Occurrence BI & PD
Auto Liability:
$1,000,000 Combined Single Limit BI & PD
Workers' Comp & Employers Liability:
STATUTORY
$1,000,000 Each Accident

<PAGE>

$1,000,000 Disease-Policy Limit
$1,000,000 Disease-Each Employee

The following coverages are also required: Additional Insured Wording;
Waiver of subrogation in favor of Pitney Bowes Inc.; Broad Form
Vendors Coverage; Contractual Liability Insurer Must Also Provide 30
Days Written Notice of Cancellation to PB's Attention.

PERSONNEL POLICIES: All food service employees will be on UDS's payroll.
All persons employed by UDS at PB's premises shall be in uniform at all
times. UDS's employees shall comply with the rules and regulations at any
time, promulgated by PB for the safe, orderly and efficient conduct of all
activities being carried out while on PB's premises.

UDS shall not retain, at the premises, any employee not acceptable to PB
for any reason. UDS and PB shall not hire any person(s) formerly employed
by the other, within one year from termination of such person's employment,
without the written consent of the other.

UDS agrees to negotiate with PB any employment changes in on-site
management personnel.

PB will allow employees and agents of UDS access to service areas and
equipment at all reasonable times. UDS, in performing work by this
Agreement, shall not discriminate against any employee or applicant for
employment because of race, color, creed, national origin, age, sex or
disability. UDS's employment policies must meet the requirements of the
Fair Labor Standards Act and all other regulations required by the United
States Department of Labor. UDS is an equal opportunity employer.

UDS is an independent contractor and will not under any circumstances be
considered an employee, servant, or agent of PB, nor will the employees,
servants, or agents of UDS be considered as employees, servants, or agents
of PB and neither UDS nor its employees, servants, or agents have any
authority to bind PB in any respect whatsoever.

ACCOUNTING: UDS keeps records by accounting periods with each month ending
on the last Friday of the Month. Any statement rendered, is due and
payable within 15 days after receipt by PB's accounts payable department.
Accounts which are more than 30 days in arrears are subject to late
charges. Interest will be added at the rate of 0.75% per month, on past
due accounts.

<PAGE>

FINANCIAL CONSIDERATIONS: PB will pay UDS a weekly management fee of
$1,540 to operate these services at the stated prices. During the initial
start up period of the contract the weekly fee will be supplemented as
follows:

June 26 - July 28 $150/week additional
July 31 - Approx 9/29/95 when $115/week additional
balance of move is completed

ADJUSTMENTS OF FINANCIAL ARRANGEMENTS: In the event of material cost
changes (whether taxes, labor, merchandise or equipment), it is understood
that commensurate adjustments in selling prices or other financial
arrangements between UDS and PB shall be agreed upon and effected by
appropriate officials of the parties.

All obligations hereunder are subject to federal, state and local
regulations. In the event the building or said premises, or any of them in
which UDS's equipment and machines are located, are partially or completely
damaged by fire, the elements, the public enemy, or any other casualty, or
is UDS is prevented from operating hereunder because of such damage, or
because of riots, labor troubles or disturbances, the same shall not be
considered as a default under the provisions of this Agreement.

COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about June 26th, 1995, and shall remain in force for one year, unless
terminated as herein provided. The term of this Agreement shall be one year
from the date hereof and shall be automatically renewed for successive one
year periods from the anniversary date, subject, however, to the right of
either party to terminate this Agreement with or without cause at any time
upon not less than thirty (30) days' prior written notice to the other party
at its address hereinbefore mentioned, or such other change of address as may
have been given.

Any notice to be given hereunder shall, if to UDS, be sent via registered
mail, to:
GEOFFREY RAMSEY
PRESIDENT
UDS FOOD MANAGEMENT CORP.
2 BROADWAY
HAMDEN CT 06518-2697

and, if to PB, via registered mail, to:
BRUCE D. PALMER
DIRECTOR OF SUPPORT SERVICES
PITNEY BOWES INC
1 ELMCROFT RD
STAMFORD CT 06926-0700

<PAGE>

STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers or agents.

PITNEY BOWES INC UDS FOOD MANAGEMENT CORP.

/s/ BRUCE D. PALMER /s/ GEOFFREY RAMSEY
- ------------------------------ -------------------------------
Bruce D. Palmer Geoffrey Ramsey
Director, Support Services President

<PAGE>

APPENDIX A

Services shall be provided at the following facilities, as specified:

Pitney Bowes
27 Waterview Drive
Shelton, CT

1. Cafeteria services
a) Hours of operation: Breakfast 7:00 am - 10:00 am; Lunch 11:30 pm -
1:30 pm.
2. Special Events catering services
3. Automated Vending
4. Convenience items in servery

Pitney Bowes
35 Waterview Drive
Shelton, CT

1. Cafeteria services
a) Hours of operation: Breakfast 7:00 am - 10:00 am; Lunch 11:30 pm -
1:30 pm.
2. Special Events catering services
3. Convenience items in servery

Pitney Bowes
40 Lindeman Drive
Trumbull, CT

1. Cafeteria services
a) Hours of operation: Breakfast 7:00 am - 10:00 am; Lunch 11:30 pm -
1:30 pm.

<PAGE>

APPENDIX B

Menu items to be included in the cafeteria services:
* Grilled foods consisting of hamburgers, hot dogs, chicken and grilled
sandwiches.
* Hot entrees consisting of two entrees, two vegetables or starch and
freshly made soup.
* Sandwiches consisting of an assortment of fresh cold cuts, cheeses and
salad mixtures, prepared on a made to order basis.
* Salad bar will be self serve and will include an assortment of side
dishes such as cottage cheese, vegetables, pasta salad, etc.
* A "Heart Healthy" program for health conscious employees.
* Deserts will be pre-plated and should also include self serve frozen
yogurt.
* Beverages will be self serve.

<PAGE>

APPENDIX C
CAFETERIA PRICING

New
Price
LUNCH HOT ENTREE
Entree w/ starch and veg 3.15
Entree w/ starch and veg 3.85
Casserole entrees 2.50
Entree only 2.35
Veg or potato 0.50

SOUP 8 OZ 0.55
Soup 12 oz 0.70
Soup 16 oz 0.80

GRILL
Hamburger 1.25
Cheeseburger 1.45
Hot dog 1.20
Fries 0.65
Grill cheese 1.25
Chicken breast on a roll 2.15

DELI
Egg salad 1.15
Tuna salad / Bologna 1.75
Chik salad / ham salad 1.80
Turkey/ham 1.80
Rst Beef 1.90
Roll 0.20
Cheese 0.20
L&T 0.00

SALAD BAR 0.23

BEVERAGES
Small Coffee, Tea 0.40
12 oz Coffee 0.55
16 oz Coffee 0.70
Flavored coffee +.10
1/2 pint milk 0.50
OJ small 8oz N/A
can soda 0.80
soda 12 oz 0.60
soda 16 oz 0.70
soda 20 oz 0.85
Snapple 1.15
Bottled Water 0.95

EXHIBIT 10.3

AGREEMENT FOR MANUAL AND VENDING

FOOD AND REFRESHMENT SERVICE

This Agreement, made this 13th day of July, 1990, by and between JAMES
RIVER PAPER COMPANY, INC. located at Norwalk, Connecticut, hereinafter
referred to as JAMES RIVER) and UNIVERSITY DINING SERVICES, INC., 88
Bassett Road, North Haven, CT 06473 (hereinafter referred to as UDS) for
the provision of manual and vending food refreshment service.

Witnesseth

In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:

JAMES RIVER hereby grants to UDS, as an independent contractor, the
exclusive rights and privileges to sell and dispense by automatic vending
machines and by manual means food, candy, non-alcoholic beverages, and
other such products as are authorized by JAMES RIVER at or upon JAMES
RIVER's premises at Norwalk, Connecticut or such other location where JAMES
RIVER shall be located. UDS will be granted exclusive rights for office
coffee service.

UDS will install, service and maintain vending machines as shall be
mutually agreed upon, and will keep such equipment and machines adequately
serviced

<PAGE>

and supplied with appropriate merchandise of good quality.

LOCATION OF EQUIPMENT: The location of all manual equipment and other
facilities to be supplied by UDS shall be mutually agreed upon. Any moves
of vending machines or other equipment necessitated by growth or building
rearrangements by JAMES RIVER will be accomplished by UDS under conditions
to be mutually agreed upon as the occasion arises. UDS shall make no
alterations in the premises unless authorized by JAMES RIVER in writing.

OWNERSHIP OF EQUIPMENT: It is understood that the manual and vending
equipment, and any other equipment supplemental to the services that have
been supplied by UDS and tagged as their property, shall remain UDS's
property at all times. JAMES RIVER will also take reasonable precautions
to protect said machines and equipment from damage and will permit UDS to
remove them upon termination of this Agreement or upon termination of any
renewal thereof, but not be deemed an insurer thereof.

JAMES RIVER will furnish to UDS, without charge, food preparation and
cafeteria areas, and adequate sanitary toilet facilities, including dining
room furniture and food storage areas, owned by JAMES RIVER and to be used
in connection with the food service. JAMES RIVER will also furnish to UDS
an extension

<PAGE>

telephone.

MAINTENANCE AND EQUIPMENT: The division of responsibility between JAMES
RIVER and UDS is hereafter provided.

JAMES RIVER will be responsible for:

a) mopping and vacuuming of the dining area floors, for the
day-to-day cleaning of the dining area, and for the cleanliness of
walls, ceilings, windows and light fixtures;
b) removal of all trash and garbage;
c) furnishing exterminator services; and
d) furnishing maintenance services if and when required for the
proper maintenance and repairs of said premises, fixtures,
furniture and equipment and replacing equipment as is mutually
agreed to be necessary, except in those cases where the necessity
for replacement is caused through the negligence of UDS's
employees.

UDS will be responsible for:

a) keeping said premises, furniture, fixtures, manual food service
equipment and vending machines in a clean and sanitary condition
as a cost of operation in accordance with recognized standards
for such equipment and in accordance with all laws, ordinances,
regulations and rules of federal, state and local authorities;

<PAGE>

b) routine cleaning of the kitchen, cold storage areas and counter
areas;
c) laundry service for kitchen linens (uniforms, kitchen cleaning
cloths, etc.) as a cost of operation;
d) purchasing and storage of all food and supplies as costs of
operation;
e) repairing of the vending machines as a cost of operation;
f) replacing of the vending equipment as required as a cost of
operation; except that UDS will at the beginning of this contract
replace the cold food vending machine and the soda vending
machine at its cost; and
g) routine daily cleaning for the dining room tables and chairs.

MENUS: UDS will post submit menus, complete with prices, and all menus will
be nutritionally acceptable. UDS will cater special functions for JAMES
RIVER as requested, at prices mutually agreed upon and upon at least 24
hours advance notice.

FOOD QUALITY: UDS agrees to follow the guidelines for food quality as set
forth in Schedule A attached hereto.

LICENSES AND PERMITS: UDS shall obtain prior to commencing operations at
JAMES RIVER's premises, all necessary permits, licenses and other approvals

<PAGE>

required by law for its operation hereunder. JAMES RIVER agrees to
cooperate with UDS and to execute such documents as shall be reasonably
necessary or appropriate to obtain said permits, licenses and approvals.

UTILITIES: JAMES RIVER shall, at its expense, provide UDS with necessary
and sufficient refrigeration, freezer space, heat, light, water and
electricity for the operations of the manual and vending service.
Notwithstanding the foregoing, JAMES RIVER shall not be liable if the
services are interrupted through no fault of JAMES RIVER.

RECORDS: UDS will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
manual food and vending service. All such records shall be kept on file by
UDS for a period of two years, and UDS shall give JAMES RIVER and its
agents the privilege, at any reasonable time during the two-year period, of
auditing its records. All sales, for the purpose of this Agreement, are
defined as cash collections less applicable federal, state and local taxes
for such UDS has the sole responsibility to collect, report and pay to the
taxing authorities.

INSURANCE: During the term of this Agreement, UDS will provide and
maintain, with an insurance carrier licensed to do business in this state,
$1 Million

<PAGE>

worth of general liability insurance, $500,000 worth of auto liability
insurance and a $1 Million umbrella liability policy.

UDS will indemnify and hold JAMES RIVER, its employees, guests, visitors
and tenants, their employees, guests, visitors, customers or clients
harmless from any and all loss, damage or liability arising directly or
indirectly out of UDS's operations under this Agreement, including
operation of the equipment and acts of omission, commission or negligence
of UDS's employees, contractors or agents when engaged in operations under
this Agreement.

JAMES RIVER and UDS hereby waive any and all right of recovery from each
other from loss caused by perils defined in their respective fire, extended
coverage and sprinkler leakage policies.

PERSONNEL POLICIES: All food service employees will be on UDS's payroll.
All persons employed by UDS at JAMES RIVER's premises shall be deemed
employees, agents or servants of UDS. UDS's employees shall comply with
the rules and regulations at any time promulgated by JAMES RIVER for the
safe, orderly and efficient conduct of all activities being carried out
while on JAMES RIVER's premises.

UDS shall not retain, at the premises any employee not acceptable to JAMES
RIVER for any reason. UDS and JAMES RIVER shall not hire any person(s)
formerly

<PAGE>

employed by the other, within one year from termination of such person's
employment, without the written consent of the other.

JAMES RIVER will allow employees and agents of UDS access to service areas
and equipment at all reasonable times. UDS, in performing work by this
Agreement, shall not discriminate against any employees or applicant for
employment because of race, color, creed, national origin, age, sex or
disability. UDS's employment policies must meet the requirements of the
Fair Labor Standards Act and all other regulations required by the United
States Department of Labor. UDS is an equal opportunity employer.

ACCOUNTING: UDS keeps records by months. Any statement rendered is due
and payable within 15 days after receipt. Accounts which are more than 30
days in arrears are subject to late charges. Interest will be added at the
rate of 1.5% per month, on past due accounts.

FINANCIAL CONSIDERATIONS: JAMES RIVER agrees to reimburse UDS for all
costs of operation in connection with operating the manual and vending
operation, including administrative expense of 2.8% of total food sales and
a Management Fee for services of 1.8% to total food sales invoiced on a
monthly statement.

<PAGE>

ADJUSTMENT OF FINANCIAL ARRANGEMENTS: In the event of material cost
changes (whether taxes, labor, merchandise or equipment), it is understood
that commensurate adjustments in selling prices or other financial
arrangements between UDS and JAMES RIVER shall be agreed upon and effected
by appropriate officials of the parties. All obligations hereunder are
subject to federal, state and local regulations. In the event the building
or said premises, or any of them in which UDS's equipment and machines are
located, are partially or completely damaged by fire, the elements, the
public enemy, or any other casualty, or if UDS is prevented from operating
hereunder because of such damage or because of riots, labor troubles or
disturbances, the same shall not be considered as a default under the
provisions of this Agreement.

COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about July 1, 1990, and shall remain in force for one year unless
terminated as herein provided. It shall thereafter renew itself
automatically for one-year periods until notice of termination is given in
writing by either party by registered mail, at least 60 days prior to the
termination.

<PAGE>

days from such notice, the failure has not been corrected, the injured
party may cancel this Agreement by giving 30 days written notice.

Any notice to be given hereunder shall, if to UDS, be sent to Geoffrey
Ramsey, President, University Dining Services, Inc., P.O. Box 6217, Hamden,
CT 06517, by registered mail; and, if to JAMES RIVER, be sent to Bernard G.
Siegel, Facilities Manager, James River Paper Company, Inc., P.O. Box 6000,
Norwalk, CT 06856 by registered mail.

STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of Connecticut.

In witness whereof, the parties hereto have executed this Agreement as of
the date first above written.

ATTEST: UNIVERSITY DINING SERVICES, INC.

/s/ /s/ GEOFFREY RAMSEY
- ------------------------------ -------------------------------
Geoffrey Ramsey
President

ATTEST: JAMES RIVER PAPER COMPANY, INC.

/s/ KATHLEEN A. O'GARA /s/ BERNARD G. SIEGEL
- ------------------------------ -------------------------------
KATHLEEN A. O'GARA Bernard G. Siegel
NOTARY PUBLIC Facilities Manager

My Commission expires March 31, 1993

EXHIBIT 10.4

AGREEMENT FOR BANQUET, FOOD AND BEVERAGE SERVICES

This Agreement, made this 18th day of June, 1997, by and between TOWN OF
HAMDEN located in Hamden, Connecticut 06518 (hereinafter referred to as
TOWN OF HAMDEN) and UDS FOOD MANAGEMENT CORP., located at 2 Broadway,
Hamden, Connecticut 06518-2697 (hereinafter referred to as UDS);

Witnesseth

In consideration of the covenants herein and intending to be legally bound
hereby, the parties mutually agree as follows:

TOWN OF HAMDEN hereby grants to UDS, an independent contractor, the
exclusive rights and privileges to operate, sell and dispense food,
alcoholic beverages, and other such products as are authorized by TOWN OF
HAMDEN at or upon Laurel View Country Club's premises, 310 West Shepard
Avenue, Hamden, Connecticut 06514.

OWNERSHIP OF EQUIPMENT: It is understood that the TOWN OF HAMDEN is the
owner of the premises. UDS and the TOWN OF HAMDEN will take inventory of
all Town-owned equipment at the commencement of this contract. At
termination of this contract, UDS will be responsible for inventory levels,
with consideration to normal breakage and wear. Any miscellaneous food
service equipment and any other equipment supplemental to the services that
have been supplied by UDS shall remain UDS's property at all times. These
items must be clearly marked with I.D. tags. UDS will supply its own
telephone service.

<PAGE>

MAINTENANCE AND EQUIPMENT: The division of responsibility between TOWN OF
HAMDEN and UDS is hereafter provided.

UDS will be responsible for:

a) cleaning of the dining area floors, the day-to-day cleaning of
the dining area, and the cleanliness of walls, ceilings, windows and light
fixtures;

b) removal of grease;

c) furnishing exterminator services, semiannual cleaning of hoods,
ducts and filters;

d) keeping said premises, furniture, fixtures and manual food
service equipment in a clean and sanitary condition in accordance with
recognized standards for such equipment and in accordance with all laws,
ordinances, regulations and rules of federal, state and local authorities;

e) routine cleaning of the kitchen, cold storage areas and counter
areas;

f) laundry service for kitchen, cold storage areas and counter
areas;

g) purchasing of all food and supplies at normal wholesale or trade
prices;

Town of Hamden will be responsible for: Furnishing maintenance services if
and when required for the proper maintenance and repairs of said premises,
fixtures, furniture and equipment and replacing equipment as is mutually
agreed to be necessary, except in those cases where the necessity for
replacement is caused through the negligence of UDS's employees.

<PAGE>

LICENSES AN PERMITS: UDS shall obtain, at its cost, as a cost of operation
prior to commencing operations at Laurel View country Club's premises, all
necessary permits, licenses and other approvals required by law for its
operation hereunder.

UTILITIES: TOWN OF HAMDEN shall, at its expense, provide UDS with necessary
and sufficient refrigeration equipment, freezer space, and water and for
the food and beverage operation. UDS shall pay for all electricity by
reimbursing TOWN thereafter within thirty (30) days of receipt of an
electric bill from TOWN. Failure to make payment on a timely basis shall
constitute a material breach of this Agreement.

RECORDS: UDS will at all times maintain an accurate record of all
merchandise inventories and sales in connection with the operation of the
food and beverage service. All such records shall be kept on file by UDS
for a period of three years, and UDS shall give TOWN OF HAMDEN and its
agents the privilege, at any reasonable time, of auditing its records. All
sales, for the purpose of this Agreement, are defined as cash collections
less applicable federal, state and local taxes for such UDS has the sole
responsibility to collect, report and pay to the taxing authorities.

INSURANCE: During the term of this Agreement, UDS will obtain and keep in
force throughout the term of the Agreement Comprehensive Insurance
including Public Liability for the interior of the building and the
exterior deck and Product Liability insurance with limits of $2,000,000.00
per occurrence/$2,000,000.00 aggregate combined single limit for bodily
injury and property damage.

<PAGE>

Workers' Compensation insurance will be provided in accordance with
statutory limits.

UDS shall obtain Liquor Control Act (Dram Shop Act) Insurance in an amount
equal to the statutory limit (C.G.S. Section 30-102).

INSURANCE: UDS shall, on or before the commencement of the term of this
Agreement, deliver to the TOWN OF HAMDEN duplicate copies of its insurance
policies with evidence of premium payment.

UDS shall promptly pay the premiums on all insurance policies and
shall furnish the TOWN OF HAMDEN with receipted bills or other evidence
showing payment. Any renewed policies of insurance shall be delivered to
the TOWN OF HAMDEN at least thirty (30) days before the old policies
expire. In the event that UDS fails to deliver the policies in the manner
stated, the TOWN OF HAMDEN may take out the required policies and charge
their costs plus expense incurred in obtaining said policies, to UDS.

Upon UDS's default on any of the terms, conditions and covenants of
this Agreement, all unearned insurance premiums paid shall be the sole
property of the TOWN OF HAMDEN. If UDS fails to provide the TOWN OF HAMDEN
with the insurance requirements of this Paragraph prior to the commencement
of the term of this Agreement, this Agreement shall be and become null and
void.

INDEMNIFICATION:

UDS shall indemnify and hold harmless the TOWN OF HAMDEN, its
officers, agents, attorneys and employees from all claims and demands of
third persons including but not limited to those for death, for personal
injuries or for property damages arising out of

<PAGE>

the use or occupation of the premises by UDS or out of any of the acts of
omissions of UDS, its officers, shareholders, employees, agents, attorneys,
representatives, contractors, customers, guests, invitees and any other
persons doing business with it where such acts or omissions are on the
premises, or resulting from activities on said premises, provided the same
shall not be as a result of the TOWN OF HAMDEN's negligence.

PERSONNEL POLICIES: All food service employees will be on UDS's payroll.
All persons employed by UDS at Laurel View Country Club's premises shall be
in uniform at all times. UDS's employees shall comply with the rules and
regulation at any time promulgated by TOWN OF HAMDEN for the safe, orderly
and efficient conduct of all activities being carried out while on TOWN OF
HAMDEN's premises. UDS shall not retain at the premises any employee not
acceptable to TOWN OF HAMDEN for any reason. TOWN OF HAMDEN will allow
employees and agents of UDS access to service areas and equipment at all
reasonable times. UDS, in performing work by this Agreement, shall not
discriminate against any employee or applicant for employment because of
race, color, creed, national origin, age, sex or disability. UDS's
employment policies shall meet the requirements of the Fair Labor Standards
Act and all other regulations required by the United States Department of
Labor. UDS shall maintain status as an equal opportunity employer.

FINANCIAL CONSIDERATIONS: UDS agrees to operate the Laurel View Country
Club banquet and dining facility including the 19th hole grill, on a profit
and loss basis. UDS agrees to pay TOWN rent in

<PAGE>

the amount of Twenty-One Hundred Dollars ($2,100.00) per month, commencing
on the effective date of this Agreement, provided that said amount shall be
increased to Twenty-Five Hundred Dollars ($2,500.00) per month effective
January 1, 1998 and to Twenty-Six Hundred Seventy-Five Dollars ($2,675.00)
per month effective January 1, 1999.

UDS agrees to return commissions to TOWN in the amount of fifty
percent (50%) of its profit in excess of seven percent (7%) of gross sales.
UDS shall make payment of said profits to TOWN on a monthly basis. UDS
will compile and submit to TOWN OF HAMDEN on a monthly basis, a monthly
statement that will show all sales and expenses. This statement will have
sufficient back-up material for TOWN accountants to audit. If expenses
exceed sales, UDS is solely responsible for the loss. UDS shall pay for
all foodstuffs and materials which are required to provide the food
services described herein, and the wages, salaries and benefits of its
employees engaged to provide such services. UDS shall charge any
applicable sales tax to all who purchase food from UDS and shall be
responsible for remittance to such taxes to the proper authorities.

MISCELLANEOUS: All obligations hereunder are subject to federal, state and
local regulations. In the event the building or said premises, or any of
them in which UDS's equipment and machines are located, are partially or
completely damaged by fire, the elements, the public enemy, or any other
casualty, of if UDS is prevented from operating hereunder because of such
damage or because of riots, labor troubles or disturbances, the same shall
not be

<PAGE>

considered as a default under the provisions of this Agreement.

USE OF PREMISES:

UDS agrees to use the premises exclusively for the purposes previously
and hereinafter set forth. No other use or activity shall be conducted by
UDS, its owners, backers, officers, employees or agents without the express
written consent of TOWN OF HAMDEN by its duly authorized agent. Standards
of service, maintenance of the premises, quality and quantity of food and
beverages including beer, wine and liquors, shall be based on reasonable
standards found in the restaurant industry in and about the Town of Hamden.

The cloakroom shall be operated and maintained by UDS. All vending
machines located on the premises shall be operated and maintained by UDS.

UDS covenants and agrees that in no event will it cause or permit the
sale, serving or consumption of alcoholic liquor in violation of state
liquor control laws and regulations and UDS covenants and agrees that in no
event will it cause or permit the sale, service or consumption of alcoholic
liquor in any part of the premises other than the main dining room,
nineteenth hole bar, lounge and lounge patio and deck.

Disposable dishes, glasses, cups and eating utensils of a reasonable
kind and quality may be used in the operation of the Family Grille. The
expense thereof shall be solely borne by UDS.

UDS covenants and agrees that it will provide at its sole expense all
kitchen aids, serving aids and all other related items necessary for the
proper maintenance of the premises and proper

<PAGE>

service for the purposes of this Agreement, and it will furnish at its sole
expense, all basic and miscellaneous cleaning equipment, chemicals and
utensils for maintenance of the leased areas and will furnish at its sole
expense all pots, pans, utensils, and miscellaneous serving utensils such
as trays, tray stands, pitchers, coffee servers and, as necessary,
dinnerware.

YEAR ROUND OPERATIONS/MINIMUM HOURS AND DAYS OF SERVICE:

UDS covenants, warrants, represents and agrees that it will provide
all service required by this Agreement on a continuous, uninterrupted year-
round basis, and that its operations will be conducted and all services
provided during the following minimum hours at the following areas of the
premises.

a. NINETEENTH HOLE BAR: Service shall be provided at all times
the golf course is open. Food service and liquor service as permitted by
law shall be provided by UDS as it deems necessary.

b. LOUNGE AND BAR: Services shall be provided for public use
and liquor service by UDS as it deems necessary.

c. FAMILY GRILLE: Services shall be provided as deemed
necessary or appropriate from time to time by UDS.

d. MAIN DINING ROOM: The entire Main Dining Room shall be
available for special luncheons and/or banquets during day and evening
hours as deemed necessary or appropriate.

SURRENDER UPON TERMINATION:

UDS shall vacate the premises in good order and repair, in which said
property is now, ordinary wear and tear, and casualties by accident and
fire not occurring through the tenants negligence

<PAGE>

excepted, and shall remove all its property therefrom so that the TOWN can
repossess the property not later than noon on a day upon which this
Agreement or any renewal term or extension thereof ends, whether upon
notice, by forfeiture, by holdover or otherwise. The TOWN shall have the
same rights to enforce this covenant by ejectment and for damages or
otherwise as for any other breach of any other condition of the Agreement.

ALTERATIONS AND IMPROVEMENTS:

No alteration, addition or improvement to the premises shall be made
by UDS without the express written approval of the TOWN OF HAMDEN. Any
such approved alteration, addition or improvement, and any fixtures
installed as apart thereof shall, at the TOWN OF HAMDEN's option, become
the property of the TOWN OF HAMDEN, upon the expiration or sooner
termination of this Agreement, provided, however, that the TOWN OF HAMDEN
shall have the rights to require UDS to remove such fixtures at UDS's costs
and expense upon the termination of the Agreement.

DEFAULT AND FORFEITURE:

TOWN OF HAMDEN may enforce the performance of this Agreement upon
knowledge of any default hereof in any manner provided by law and this
Agreement shall be forfeited on a declaration of forfeiture by the TOWN at
its option, if UDS shall by failure to comply with the terms, covenants and
conditions of the Agreement default thereon and the default shall continue
for thirty (30) days as follows:

a. If UDS shall desert or vacate the demised premises.

<PAGE>

b. If default shall be made by UDS in the payment of the sums
specified herein.

c. If default shall be made by UDS in the performance of any of
the terms or conditions, covenants and agreements of this Agreement UDS is
to perform.

d. If UDS shall fail to keep the business in continuous,
uninterrupted operation as provided by the Agreement, or shall fail to keep
the business reasonably well stocked with provisions including alcoholic
liquor.

e. If UDS shall assign this Agreement or sublet the demised
premises without the written consent of the TOWN OF HAMDEN by its Mayor.

f. If UDS shall fail to comply with any of the statutes,
ordinances, rules or regulations or any governmental body.

g. If UDS shall at any time during the Agreement term either
(1) become insolvent; (2) have proceedings in bankruptcy instituted by or
against it; (3) compound its debts or assign over its estate, effects or
property for payment thereof; (4) have its assets or the demised premises
levied by execution, including any tax levy by the Internal Revenue
Service; or (5) have a receiver or trustee appointed over its property.

h. If UDS shall occupy or in any manner suffer the premises to
be occupied through any unlawful or illegitimate purpose or subject the
premises to commit or to allow to be done or committed, any unlawful act on
the premises.

i. if UDS shall at any time fail to be lawfully

<PAGE>

permitted to sell and serve alcoholic liquor at the premises to be consumed
on the premises.

j. If UDS shall do or commit, or allow to be done or committed,
any willful waste in or on the demised premises or any part thereof.

k. If UDS shall, during the term of the Agreement, assign or
sublet the premises or any part thereof without written permission of the
TOWN OF HAMDEN.

The TOWN shall notify UDS of any default hereinabove provided and of
TOWN's intention to declare this Agreement forfeited. The notice from the
TOWN OF HAMDEN shall be sent by registered mail, postage prepaid, to the
Statutory Agent for Service of UDS, and unless UDS shall have completely
removed or cured the default within thirty (30) days of the date notice is
sent, this Agreement shall come to an end as if the date of notice of
default and intention to declare forfeiture were the day originally fixed
herein for the expiration of the term of this Agreement. The TOWN OF
HAMDEN shall have the right without further notice or demand, to re-enter
and recover possessions of the premises and remove all persons and UDS's
property from the demised premises without being deemed guilty of any
manner of trespass and without summary process or notice, as may be
provided by law for eviction and without prejudice to any remedies for
arrears of rent or breach of the Agreement, or the TOWN OF HAMDEN at its
option may resume possession of the premises and re-let the premises for
the remainder of the term for the account of UDS, but the TOWN OF

<PAGE>

HAMDEN shall have no obligation to resume possession and re-let the
premises.

Neither the termination of the Agreement by forfeiture nor the
takeover or recovery of possession of the premises shall deprive the TOWN
OF HAMDEN of any other action, right, or remedy against UDS for possession
or rent due and owning and in no case shall any omission by the TOWN OF
HAMDEN to enforce any forfeiture, or to exercise any other remedy to which
the TOWN OF HAMDEN may be entitled, or to require a strict performance of
all the terms of the Agreement, be deemed to be a waiver by TOWN OF HAMDEN
of the right to enforce and exercise the right or any other forfeiture or
remedy, or the right to have and expect the strict performance of all terms
and conditions of this Agreement by UDS, and any right accruing to TOWN OF
HAMDEN hereunder to forfeit or terminate the Agreement shall not be waived
or defeated except by written waiver of the duly authorized agent of the
TOWN OF HAMDEN, and acceptance of rent shall not in any event be construed
as a waiver.

RIGHT OF ENTRY:

TOWN OF HAMDEN or its agents shall have the right to enter the
premises at all reasonable times in order to examine it, to make such
repairs, or alterations, improvements or additions as the TOWN OF HAMDEN
reasonably deem are necessary and desirable, which activity shall be
commenced and performed so as not to interfere with the rights of UDS
hereunder and the operation of UDS's business. UDS shall be allowed to
take all material onto and upon the premises that may be required therefore
without the same

<PAGE>

constituting an eviction of UDS in whole or in part.

FIRE AND CASUALTY LOSSES:

In the case of damage by fire or other casualties to the building in
which the premises are located, if the damage is so extensive so as to
amount practically to the total destruction of the premises or of such
building, this Agreement shall cease. The TOWN OF HAMDEN, at its option,
may rebuild or repair any part of the demised premises injured or destroyed
by fire or other casualty, it being understood that if it shall take more
than fifteen (15) days to repair or rebuild said premises, UDS shall have
the option to terminate the Agreement and thereafter it shall be null and
void and of no further force or effect whatsoever.

In the event of damage to the premises by fire or otherwise, and such
damages is not so extensive so as to cause a substantial interference with
the business of UDS, UDS may request that UDS's business continue
operation, under such conditions as are permissible under the
circumstances.

UDS'S LIABILITY:

UDS agrees that it will not hold the TOWN OF HAMDEN liable for any
latent defects or dangerous conditions of which UDS is aware in, on or at
the premises, or in, on or at the building of which the demised premises
form a part and the TOWN OF HAMDEN shall not be liable for any failure of
water supply, heat or power, nor for any injury or damage to persons or
property caused by fire or the elements, by UDS's negligence, by other
persons in the building, or from falling plaster or from gas, electricity,
water, rain, snow,

<PAGE>

dampness, or from pipes, appliances, equipment or plumbing which are not
caused by the TOWN OF HAMDEN's negligence.

COMMENCEMENT AND TERMINATION: This Agreement shall become effective on or
about January 1, 1997, and shall remain in force until December 31, 1999.
Any notice to be given hereunder shall, be sent to David Murphy, Vice
President, UDS Food Management Corp., 2 Broadway, Hamden, CT 06518-2697, by
registered mail; and to TOWN OF HAMDEN, to Lillian D. Clayman, Mayor,
Hamden, CT 06518, by registered mail.

STATE LAW DEFINITION: The provisions of this Agreement shall be construed
under the laws of the State of Connecticut.

In witness whereof, the parties have executed this Agreement as of the date
first above written.

ATTEST: TOWN OF HAMDEN

By /s/ LILLIAN D. CLAYMAN
- ----------------------------- ----------------------------------
Lillian D. Clayman
Mayor

ATTEST: UDS FOOD MANAGEMENT CORP.

By /s/ DAVID MURPHY
- ----------------------------- ----------------------------------
DAVID MURPHY
Vice President

EXHIBIT 10.5

HOST AMERICA CORPORATION
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of this 19th day of
February 1998 is by and between Host America Corporation, a Delaware
corporation with its principal places of business in the State of
Connecticut (hereinafter called the "Employer") and Geoffrey W. Ramsey, an
individual residing at 78 Melrose Ave., Hamden, Connecticut 06518-2697
(hereinafter called the "Employee").

WHEREAS, the Employer is a regional contract food service management
company; and

WHEREAS, the Employer wishes to provide assurance to the Employee that his
duties, responsibilities and authority are considered by the Employer to be
essential to the Employer's business success; and

WHEREAS, the Employer wishes to employ the Employee on terms that are
competitive in the marketplace and that reflect the Employee's experience
and expertise related to the business activities of the Employer; and

WHEREAS, the Employer desires to employ the Employee, and the Employee
desires to accept such employment, all upon the terms and conditions set
forth below.

NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto hereby mutually agree as follows:

1. EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon and subject to the
terms and conditions set forth herein.

2. EFFECTIVE DATE AND TERM. This Agreement shall take effect as of the
date hereof (the "Effective Date") and shall continue thereafter in
full force and effect for five years, until the day and month in the
year 2003 (the "Expiration Date") that corresponds to the day and
month that this Agreement shall take effect.

3. TITLE AND DUTIES; EXTENT OF SERVICES. The Employee shall promote the
business and affairs of the Employer as President and Treasurer. The
Employee shall report and be responsible to the Board of Directors
of the Employer, and shall devote his full efforts, time, attention
and energies to the business and affairs of the Employer; provided,
however, that nothing in this Agreement or in the Employee's
employment relationship with the Employer shall prevent the Employee
from having an ownership interest in, and from rendering services to,
other companies or entities so long as any such ownership interest
of the Employee or any such services rendered by the Employee to any
such other companies or entities do not interfere with the reasonable
performance of the Employee's duties and responsibilities hereunder.

4. TRAVEL. During the term of this Agreement, the Employee shall engage
in reasonable business travel on behalf of the Employer.

<PAGE>

5. COMPENSATION AND BENEFITS.

5.1. SALARY. The Employer shall pay the Employee a salary at an
annual rate of $85,000.00 (eighty five thousand dollars).
The Employee's salary, which may be increased from time to
time by the Compensation Committee (in the absence thereof,
by the Board of Directors) of the Employee (hereinafter, the
"Salary"), shall not be decreased without the consent of the
Employee. The Employee's salary shall be paid in accordance
with the Employer's payroll practices as in effect from time
to time.

5.2. FRINGE BENEFITS. In addition to the Salary provided for in
Section 5.1 above, in connection with the Employee's
employment by the Company, the Employee shall be entitled to
receive all fringe benefits customarily offered by the
Company to its officers, including without limitation, an
expense account, an automobile expense account, and
reimbursement of reasonable country club membership dues and
related business expenses.

5.3. HEALTH AND DENTAL INSURANCE. The Employee shall be
entitled, on a family coverage basis and at the Employer's
sole cost and expense, to participate in the health
insurance plan (the "Employer's Health Plan") and the dental
insurance plan (the "Employer's Dental Plan") generally made
available to the Employer's officers.

5.4. DISABILITY INSURANCE. The Employee shall be entitled to
participate, at the Employer's sole cost and expense, in the
long-term disability insurance plan generally made available
to other officers of the Employer (the "Long Term Disability
Plan").

5.5. LIFE INSURANCE. The Employee shall be entitled to
participate, at the Employer's sole cost and expense, in the
life insurance plan of the Employer (the "Life Insurance
Plan") generally made available to other officers of the
Employer.

5.6. D&O LIABILITY INSURANCE. The Employer shall maintain at all
times a directors and officers liability insurance policy
(the "D&O Policy") and the Employee shall be covered in his
capacity as an officer of the Employer under the D&O Policy.
The cost of such coverage shall be borne by the Employer.
In addition, the Employee shall be entitled to
indemnification from the Employer for any claim, loss,
damage or expense made against or suffered by the Employee
in his capacity as an officer of the Employer.

5.7. 401(k) PLAN. The Employee shall be entitled to participate
in the Employer's 401(k) Plan and profit-sharing plans on
the same basis as other officers of the Employer. The
Employee shall be eligible to participate in the Employer's
401(k) Plan and profit-sharing plans commencing on the
Effective Date.

5.8. VACATION. The Employee shall be entitled to at least four
weeks of vacation per fiscal year during which time his
compensation shall be paid in full, and any

-2-

<PAGE>

unused vacation time shall accrue from year to year in
accordance with the Employer's policy therefor.

5.9. EXPENSE REIMBURSEMENT. The Employee may incur reasonable
expenses in connection with the promotion of the Employer's
business, all upon presentation by the Employee of
documentation, expense statements, vouchers and/or such
other supporting documentation as the Employer may
reasonably request. The Employer shall directly pay, or
shall reimburse the Employee for all of such reasonable
expenses.

5.10. OTHER BENEFITS. The Employee shall be entitled to receive
such other fringe benefits as are customarily provided by
the Employer to other officers.

6. ADDITIONAL COMPENSATION.

6.1 STOCK OPTIONS. The Employee shall be entitled to
participate in the Employer's stock option plans on a basis
consistent with other officers of the Employer.

6.2 CONVERTIBLE PREFERRED SHARES. The Employee shall receive
225,000 shares of the Preferred Stock. Each share of
Preferred Stock is convertible into one (1) share of the
Company's Common Stock at a conversion value of $5.00 per
share, provided, however, the shares may only be converted
after five (5) years or sooner in the event the Company
attains the following revenues and pre-tax earnings during
the following time period or fiscal year after the
completion of the proposed public offering, each share of
Preferred Stock shall be convertible into the following
number shares of Common Stock at the following conversion
value per share at no cost to the employees:

Number of
Pre-Tax Conversion Common
Incentive Period Revenues Earnings Value Shares
- ---------------- -------- -------- ---------- --------
15 Months After
Public Offering $20,000,000 $1,000,000 $2.50 2.0 shares
Two Years After
Public Offering $40,000,000 $2,000,000 $2.00 2.5 shares
Three Years After
Public Offering $75,000,000 $3,750,000 $1.50 3.3 shares

Of the 700,000,000 shares of Preferred Stock to be issued to the
Company's Officers and Directors, up to 233,333 shares of Preferred Stock
are convertible upon achieving the performance goals in accordance with the
aforesaid formula at the end of each Incentive Period. In the event the
Company does not attain any of the aforesaid goals, each share of Preferred
Stock then outstanding shall automatically convert, at no cost to the
holder, into one (1) share of Common Stock five (5) years from the
effective date of the registration statement relative to the proposed
public offering. Each share of Preferred Stock will have the same voting
rights as a share of Common Stock.

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<PAGE>

7. TERMINATION.

7.1. TERMINATION RIGHTS OF THE PARTIES.

(a) The Employee may terminate his employment hereunder at any
time for Good Reason (as defined below) by giving the Employer
thirty (30) days' prior notice thereof, whereupon such employment
shall terminate on the earlier of (i) the 30th day following the
date on which such notice is given to the Employer by written
notice to the Employer or (ii) any date prior to such 30th day
that is specified by the Employer by written notice to the
Employee. For purposes of this Agreement, the term "Good Reason"
shall mean (i) material breach by the Employer of any of the
terms or provisions of this Agreement, (ii) any event of
bankruptcy or insolvency in respect of the Employer, (iii) any
diminution on a cumulative basis, of the Employee's, duties,
responsibilities or authority of the Employee as an officer of
the Employer, (iv) the principal place of business at which the
Employee performs his duties is changed to a location outside the
State of Connecticut, or (v) the occurrence of a Change of
Control (as defined in Section 7.3 hereof).

(b) The Employee may terminate his employment hereunder for any
reason whatsoever at any time by giving ninety (90) days' prior
written notice of such termination, whereupon such employment
shall terminate on the earlier of (i) the 90th day following the
date on which such notice is given or (ii) any date prior to the
90th day that is specified by the Employer by written notice to
the Employee.

(c) The Employer may terminate the Employee's employment
hereunder at any time for Cause (as defined below) by giving the
Employee written notice of such termination whereupon such
employment shall terminate on the date such written notice is
given to the Employee. For purposes of this document, the term
"Cause" shall mean (i) any willful misconduct by the Employee
which materially injures the Employer, (ii) any act of dishonesty
in the Employee's relations with the Employer or any of its
directors, employees or vendors which materially injures the
Employer, (iii) any act of larceny, embezzlement, conversion or
any other similar act involving the misappropriation of Employer
funds in the course of the Employee's employment, (iv) any
material breach of this Agreement by the Employee which is not
cured by the Employee within ten (10) days after receiving
written notice thereof from the Employer, or (v) the conviction
of the Employee of any felony which involves moral turpitude.

(d) The Employee's employment hereunder shall terminate
automatically (i) upon the Employee's death or (ii) on the
thirtieth (30th) day following any determination of Disability
(as defined below) in accordance with the procedures specified in
this Section 7.1(e). For purposes of this Agreement, the term
"Disability" shall mean an inability to perform the material
services contemplated under this Agreement for a period of six
consecutive months. A determination of Disability shall be made
by a physician satisfactory to both the Employee and the
Employer, provided that, if the Employee and the Employer do not
agree on

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<PAGE>

a physician, the Employee and the Employer shall each select a
physician and these two together shall select a third physician,
whose determination as to Disability shall be binding on all
parties.

(e) The effective date of any termination of the Employee's
employment hereunder is hereinafter referred to as the
"Termination Date."

7.2. EMPLOYEE'S RIGHT TO COMPENSATION FOLLOWING TERMINATION;
SEVERANCE BENEFITS.

(a) Upon any termination of the Employee's employment hereunder
by the Employer or the Employee for any reason whatsoever, or
upon any termination of the Employee's employment hereunder on
account of his death or Disability, the Employer shall (1) pay to
the Employee all Salary accrued by the Employee through the
Termination Date, (2) pay to the Employee any accrued but
previously unpaid bonuses and (3) pay and make available to the
Employee all other benefits accrued by the Employee through the
Termination Date pursuant to Section 5 hereof, all in the manner
and at the time provided in said Section 5. Any payments due or
benefits owed to the Employee by the Employer under this Section
7.2(a) shall be paid or made available by the Employer to the
Employee's legal representative or heirs, as the case may be,
upon the Employee's death or Disability.

(b) Upon the termination of the Employee's employment hereunder
by the Employee for Good Reason pursuant to Section 7.1(a)
hereof, the Employer shall provide severance to the Employee by
(1) continuing to pay to the Employee the Salary through (i) the
second anniversary of the Termination Date, or (ii) the
Expiration Date, whichever period is longer, in the manner and at
the time provided in Section 5.1 hereof, and (2) paying and
making available to the Employee through (i) the second
anniversary of the Termination Date, or (ii) the Expiration Date,
whichever period is longer, all fringe benefits set forth in
Section 5.3 through 5.10 hereof. Except as provided under
Section 7.3(c) below, the provisions of this Section 7.2(b) shall
be applicable with respect to any termination of the Employee's
employment hereunder to the extent that the Employee shall be
entitled to severance therefor pursuant to Section 7.3 hereof.

7.3. SPECIAL SEVERANCE UPON A CHANGE OF CONTROL.

(a) Notwithstanding anything in this Agreement (including,
without limitation, Section 7.2 hereof) to the contrary, in the
event that the Employee's employment under this Agreement is
terminated by the Employer for any reason whatsoever, or by the
Employee with Good Reason (which for purposes of this Section
7.3(a) shall mean the occurrence of any of the events described
in clauses (i), (ii), (iii) or (iv) of the definition of the term
Good Reason as set forth in Section 7.1(a) hereof), at any time
within the two year period after a Change of Control, the
Employer shall, in addition to performing its obligations under
7.2(a) hereof, provide severance to the Employee by (i)
continuing to pay to the Employee the

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<PAGE>

Salary through the last business day of the Special Severance
Period (as defined in Section 7.3(c) below) in the manner and at
the time provided in Section 5.1 hereof, and (ii) paying and
making available to the Employee through the last business day of
the Special Severance Period all fringe benefits set forth in
Section 5.3 through 5.10 hereof.

(b) For purposes of this Agreement, a "Change of Control" shall
be deemed to have occurred upon any of the following events:

(i) when, pursuant to any transaction or series of
transactions, any "person" (as such term is used in Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) becomes a "beneficial owner"
(as such term is defined in Rule 13d-3 promulgated under the
1934 Act), directly or indirectly, of securities of the
Employer representing thirty-five percent (35%) or more of
the total number of votes that may be cast for election of
directors of the Employer;

(ii) any contested election of directors, the result of
which is that the individuals who were directors of the
Employer immediately before such election shall cease to
constitute a majority of directors serving on the Board of
Directors of the Employer or any successor thereof;

(iii) any merger of consolidation of the Employer with or
into another corporation or entity where the Employer is not
a survivor;

(iv) a sale or disposal by the Employer of substantially
all of its assets to another corporation, entity or person;
or

(v) any tender of exchange offer, or other business
combination, the result of which is the persons who were
directors of the Employer before such transaction shall
cease to constitute a majority of the directors serving on
the Board of Directors of the Employer or any successor
thereof.

(c) For purposes of Section 7.3(a) above, the term "Special
Severance Period" shall mean a period of time, commencing on the
Termination Date, equal to two months for each calendar year
through which the Employee shall have been employed hereunder;
provided however, that in no event shall such period have a total
duration of less than one year from the Termination Date or more
than two years from the Termination Date; and provided, further,
that in no event shall such period have a total duration of less
than the severance period applicable under Section 7.2(b) above.

7.4. MITIGATION. The Employee shall be under no obligation to
mitigate the amount of any severance payments provided for
in Sections 7.2 and 7.3 hereof or to seek other employment
following any termination of employment hereunder, and any

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<PAGE>

amounts he may earn in any other employment shall not reduce or
offset the severance payments or other amounts due hereunder.

7.5. NO OFFSET. The Employer shall not be entitled to setoff,
offset, reduce or otherwise withhold any compensation due by
the Employer to the Employee hereunder. In the event that
the Employer shall have any claim against the Employee
hereunder, the Employer's only remedy shall be to commence
an action at law or in equity against the Employee seeking
damages or injunctive relief.

8. GENERAL PROVISIONS.

8.1. ACCELERATION. In the event of any failure by the Employer
to pay any of the amounts due and payable by the Employee
under Section 7.2 or 7.3 hereof, or in the event of the
filing of any bankruptcy petition by or against the Employer
or the appointment of a receiver to wind up and liquidate
the Employer, at any time after the Termination Date, the
Employee shall be entitled to accelerate any and all amounts
due and payable by the Employer to the Employee under this
Agreement. Any such right of acceleration shall not be in
lieu of, or otherwise limit, any remedies available to the
Employee at law or in equity.

8.2. ENTIRE AGREEMENT. This Agreement represents the entire
agreement of the parties and supersedes any prior
understandings, agreements or representations by and between
the Employer and the Employee with respect to the
arrangements contemplated hereby. No prior agreement,
whether written or oral, shall be construed to change,
amend, alter, repeal or invalidate this Agreement. This
Agreement may be amended only by a written instrument
executed in one of more counterparts by the parties.

8.3. WAIVER. No consent to or waiver of any breach or default in
the performance of any obligations hereunder shall be deemed
or construed to be a consent to or waiver of any other
breach or default in the performance of any of the same or
any other obligations hereunder. Failure on the part of
either party to complain of any act or failure to act of the
other party or to declare the other party in default,
irrespective of the duration of such failure, shall not
constitute a waiver of rights hereunder and no waiver
hereunder shall be effective unless it is in writing,
executed by the party waiving the breach or default
hereunder.

8.4. ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their respective
successors and assigns and, in the case of the Employee, his
heirs. Neither the Employee nor the Employer may assign or
transfer any or all of their respective rights or
obligations under this Agreement.

8.5. VENUE. In the case of any dispute hereunder, the parties
submit to the exclusive jurisdiction and venue of any court
of competent jurisdiction sitting in the State of
Connecticut, and will comply with all requirements necessary
to give such court jurisdiction over the parties and the
controversy.

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<PAGE>

8.6. SEVERABILITY. All headings and subdivisions of this
Agreement are for reference only and shall not affect its
interpretation. In the event that any provision of this
Agreement should be held unenforceable by a court of
competent jurisdiction, such court is hereby authorized to
amend such provision so as to be enforceable to the fullest
extent permitted by law, and all remaining provisions shall
continue in full force without being impaired or invalidated
in any way.

8.7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Connecticut, without regard to its conflict of laws
principles.

8.8. SURVIVAL. The provisions of Sections 5, 6, 7, and 8 shall
survive any termination of this Agreement or of the
employment relationship of the Employee and the Employer,
including any termination of such employment relationship at
any time on or after the expiration of the term of this
Agreement as set forth in Section 2 hereof. Without in any
way or to any extent limiting the generality of the
foregoing, the parties hereby expressly agree that the
provisions of Section 7 hereof under which prior written
notice of termination shall be thirty (30) days) shall
survive the expiration of the term of this Agreement as set
forth in Section 2 hereof, it being the intention of the
parties hereto that the Employee shall be entitled to
compensation and severance as set forth in Section 7 hereof,
upon any termination of the employment relationship of the
Employee and the Employer at any time after the expiration
of the term of this Agreement, all to the same extent as if
the Employee were employed under the terms of this Agreement
at the time of such termination.

8.9. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective
upon personal delivery or three days after deposit in the
United States Post Office, by registered or certified mail,
postage prepaid, return receipt requested, addressed to the
other party at the address shown above, or at such other
address or addresses of which either party shall notify the
other in accordance with this Section 8.9.

8.10. COUNTERPARTS. This Agreement may be executed in
counterparts, all of which together shall for all purposes
constitute one Agreement, binding on each of the parties
hereto notwithstanding that each such party shall not have
signed the same counterpart.

8.11. ATTORNEYS' FEES. Each party agrees that the losing party in
any suit or action shall reimburse the prevailing party for
its reasonable costs, expenses and attorneys' fees incurred
in any action or suit brought to determine the rights of the
parties hereunder.

8.12. ARBITRATION. Any disputes arising out of this Agreement
between the Employee and the Employer shall be settled by
the binding arbitration to held in the State of Connecticut,
in accordance with the rules of the American Arbitration
Association. Judgment upon any award rendered by any
arbitrator may be

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<PAGE>

entered in any court having jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines
which would otherwise be applicable in any action brought by
a party shall be applicable in any arbitration proceeding,
and the commencement of an arbitration proceeding shall be
deemed the commencement of any action for these purposes.

8.13. INDEMNIFICATION. Employer shall indemnify, defend and hold
harmless Employee from and against any and all actions,
claims, liabilities, demands and proceedings asserted
against the Employee by reason of the fact that Employee is
or was an employee or officer of the Employer on or after
the date hereof to the fullest extent permitted under the
laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have signed this agreement as of the date
written above as a sealed instrument.

EMPLOYEE EMPLOYER
HOST AMERICA CORPORATION

/s/ GEOFFREY W. RAMSEY By: /s/ THOMAS P. EAGAN, JR.
- ----------------------------- -------------------------------
Geoffrey W. Ramsey Name: Thomas P. Eagan, Jr.
President Title: Director

HOST AMERICA CORPORATION
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of this 19th day of
February 1998 is by and between Host America Corporation, a Delaware
corporation with its principal places of business in the State of
Connecticut (hereinafter called the "Employer") and David J. Murphy, an
individual residing at 78 Pinski Drive, Bradford, Connecticut 06405
(hereinafter called the "Employee").

WHEREAS, the Employer is a regional contract food service management
company; and

WHEREAS, the Employer desires to employ the Employee, and the Employee
desires to accept such employment, all upon the terms and conditions set
forth below.

NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto hereby mutually agree as follows:

1. EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon and subject to the terms
and conditions set forth herein.

3. TITLE AND DUTIES; EXTENT OF SERVICES. The Employee shall promote the
business and affairs of the Employer as Vice President. The Employee
shall report and be responsible to the Board of Directors of the
Employer, and shall devote his full efforts, time, attention and
energies to the business and affairs of the Employer; provided,
however, that nothing in this Agreement or in the Employee's
employment relationship with the Employer shall prevent the Employee
from having an ownership interest in, and from rendering services to,
other companies or entities so long as any such ownership interest of
the Employee or any such services rendered by the Employee to any such
other companies or entities do not interfere with the reasonable
performance of the Employee's duties and responsibilities hereunder.

4. TRAVEL. During the term of this Agreement, the Employee shall engage
in reasonable business travel on behalf of the Employer.

<PAGE>

5. COMPENSATION AND BENEFITS.

5.1. SALARY. The Employer shall pay the Employee a salary at an
annual rate of $80,000.00 (eighty thousand dollars). The
Employee's salary, which may be increased from time to time by
the Compensation Committee (in the absence thereof, by the
Board of Directors) of the Employee (hereinafter, the
"Salary"), shall not be decreased without the consent of the
Employee. The Employee's salary shall be paid in accordance
with the Employer's payroll practices as in effect from time to
time.

5.2. FRINGE BENEFITS. In addition to the Salary provided for in
Section 5.1 above, in connection with the Employee's employment
by the Company, the Employee shall be entitled to receive all
fringe benefits customarily offered by the Company to its
officers, including without limitation, an expense account, an
automobile expense account, and reimbursement of reasonable
country club membership dues and related business expenses.

5.3. HEALTH AND DENTAL INSURANCE. The Employee shall be entitled,
on a family coverage basis and at the Employer's sole cost and
expense, to participate in the health insurance plan (the
"Employer's Health Plan") and the dental insurance plan (the
"Employer's Dental Plan") generally made available to the
Employer's officers.

5.4. DISABILITY INSURANCE. The Employee shall be entitled to
participate, at the Employer's sole cost and expense, in the
long-term disability insurance plan generally made available to
other officers of the Employer (the "Long Term Disability
Plan").

5.5. LIFE INSURANCE. The Employee shall be entitled to participate,
at the Employer's sole cost and expense, in the life insurance
plan of the Employer (the "Life Insurance Plan") generally made
available to other officers of the Employer.

5.6. D&O LIABILITY INSURANCE. The Employer shall maintain at all
times a directors and officers liability insurance policy (the
"D&O Policy") and the Employee shall be covered in his capacity
as an officer of the Employer under the D&O Policy. The cost
of such coverage shall be borne by the Employer. In addition,
the Employee shall be entitled to indemnification from the
Employer for any claim, loss, damage or expense made against or
suffered by the Employee in his capacity as an officer of the
Employer.

5.7. 401(k) PLAN. The Employee shall be entitled to participate in
the Employer's 401(k) Plan and profit-sharing plans on the same
basis as other officers of the Employer. The Employee shall be
eligible to participate in the Employer's 401(k) Plan and
profit-sharing plans commencing on the Effective Date.

5.8. VACATION. The Employee shall be entitled to at least four
weeks of vacation per fiscal year during which time his
compensation shall be paid in full, and any

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unused vacation time shall accrue from year to year in
accordance with the Employer's policy therefor.

5.9. EXPENSE REIMBURSEMENT. The Employee may incur reasonable
expenses in connection with the promotion of the Employer's
business, all upon presentation by the Employee of
documentation, expense statements, vouchers and/or such other
supporting documentation as the Employer may reasonably
request. The Employer shall directly pay, or shall reimburse
the Employee for all of such reasonable expenses.

5.10. OTHER BENEFITS. The Employee shall be entitled to receive such
other fringe benefits as are customarily provided by the
Employer to other officers.

6. ADDITIONAL COMPENSATION.

6.1 STOCK OPTIONS. The Employee shall be entitled to participate
in the Employer's stock option plans on a basis consistent with
other officers of the Employer.

6.2 CONVERTIBLE PREFERRED SHARES. The Employee shall receive
225,000 shares of the Preferred Stock. Each share of Preferred
Stock is convertible into one (1) share of the Company's Common
Stock at a conversion value of $5.00 per share, provided,
however, the shares may only be converted after five (5) years
or sooner in the event the Company attains the following
revenues and pre-tax earnings during the following time period
or fiscal year after the completion of the proposed public
offering, each share of Preferred Stock shall be convertible
into the following number shares of Common Stock at the
following conversion value per share at no cost to the
employees:

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<PAGE>

7. TERMINATION.

7.1. TERMINATION RIGHTS OF THE PARTIES.

(a) The Employee may terminate his employment hereunder at any
time for Good Reason (as defined below) by giving the Employer
thirty (30) days' prior notice thereof, whereupon such
employment shall terminate on the earlier of (i) the 30th day
following the date on which such notice is given to the
Employer by written notice to the Employer or (ii) any date
prior to such 30th day that is specified by the Employer by
written notice to the Employee. For purposes of this
Agreement, the term "Good Reason" shall mean (i) material
breach by the Employer of any of the terms or provisions of
this Agreement, (ii) any event of bankruptcy or insolvency in
respect of the Employer, (iii) any diminution on a cumulative
basis, of the Employee's, duties, responsibilities or authority
of the Employee as an officer of the Employer, (iv) the
principal place of business at which the Employee performs his
duties is changed to a location outside the State of
Connecticut, or (v) the occurrence of a Change of Control (as
defined in Section 7.3 hereof).

(b) The Employee may terminate his employment hereunder for
any reason whatsoever at any time by giving ninety (90) days'
prior written notice of such termination, whereupon such
employment shall terminate on the earlier of (i) the 90th day
following the date on which such notice is given or (ii) any
date prior to the 90th day that is specified by the Employer by
written notice to the Employee.

(c) The Employer may terminate the Employee's employment
hereunder at any time for Cause (as defined below) by giving
the Employee written notice of such termination whereupon such
employment shall terminate on the date such written notice is
given to the Employee. For purposes of this document, the term
"Cause" shall mean (i) any willful misconduct by the Employee
which materially injures the Employer, (ii) any act of
dishonesty in the Employee's relations with the Employer or any
of its directors, employees or vendors which materially injures
the Employer, (iii) any act of larceny, embezzlement,
conversion or any other similar act involving the
misappropriation of Employer funds in the course of the
Employee's employment, (iv) any material breach of this
Agreement by the Employee which is not cured by the Employee
within ten (10) days after receiving written notice thereof
from the Employer, or (v) the conviction of the Employee of any
felony which involves moral turpitude.

(d) The Employee's employment hereunder shall terminate
automatically (i) upon the Employee's death or (ii) on the
thirtieth (30th) day following any determination of Disability
(as defined below) in accordance with the procedures specified
in this Section 7.1(e). For purposes of this Agreement, the
term "Disability" shall mean an inability to perform the
material services contemplated under this Agreement for a
period of six consecutive months. A determination of
Disability shall be made by a physician satisfactory to both
the Employee and the Employer, provided that, if the Employee
and the Employer do not agree on

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<PAGE>

a physician, the Employee and the Employer shall each select a
physician and these two together shall select a third
physician, whose determination as to Disability shall be
binding on all parties.

(e) The effective date of any termination of the Employee's
employment hereunder is hereinafter referred to as the
"Termination Date."

7.2. EMPLOYEE'S RIGHT TO COMPENSATION FOLLOWING TERMINATION;
SEVERANCE BENEFITS.

(a) Upon any termination of the Employee's employment
hereunder by the Employer or the Employee for any reason
whatsoever, or upon any termination of the Employee's
employment hereunder on account of his death or Disability, the
Employer shall (1) pay to the Employee all Salary accrued by
the Employee through the Termination Date, (2) pay to the
Employee any accrued but previously unpaid bonuses and (3) pay
and make available to the Employee all other benefits accrued
by the Employee through the Termination Date pursuant to
Section 5 hereof, all in the manner and at the time provided in
said Section 5. Any payments due or benefits owed to the
Employee by the Employer under this Section 7.2(a) shall be
paid or made available by the Employer to the Employee's legal
representative or heirs, as the case may be, upon the
Employee's death or Disability.

(b) Upon the termination of the Employee's employment
hereunder by the Employee for Good Reason pursuant to Section
7.1(a) hereof, the Employer shall provide severance to the
Employee by (1) continuing to pay to the Employee the Salary
through (i) the second anniversary of the Termination Date, or
(ii) the Expiration Date, whichever period is longer, in the
manner and at the time provided in Section 5.1 hereof, and (2)
paying and making available to the Employee through (i) the
second anniversary of the Termination Date, or (ii) the
Expiration Date, whichever period is longer, all fringe
benefits set forth in Section 5.3 through 5.10 hereof. Except
as provided under Section 7.3(c) below, the provisions of this
Section 7.2(b) shall be applicable with respect to any
termination of the Employee's employment hereunder to the
extent that the Employee shall be entitled to severance
therefor pursuant to Section 7.3 hereof.

7.3. SPECIAL SEVERANCE UPON A CHANGE OF CONTROL.

(a) Notwithstanding anything in this Agreement (including,
without limitation, Section 7.2 hereof) to the contrary, in the
event that the Employee's employment under this Agreement is
terminated by the Employer for any reason whatsoever, or by the
Employee with Good Reason (which for purposes of this Section
7.3(a) shall mean the occurrence of any of the events described
in clauses (i), (ii), (iii) or (iv) of the definition of the
term Good Reason as set forth in Section 7.1(a) hereof), at any
time within the two year period after a Change of Control, the
Employer shall, in addition to performing its obligations under
7.2(a) hereof, provide severance to the Employee by (i)
continuing to pay to the Employee the

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<PAGE>

Salary through the last business day of the Special Severance
Period (as defined in Section 7.3(c) below) in the manner and
at the time provided in Section 5.1 hereof, and (ii) paying and
making available to the Employee through the last business day
of the Special Severance Period all fringe benefits set forth
in Section 5.3 through 5.10 hereof.

(b) For purposes of this Agreement, a "Change of Control"
shall be deemed to have occurred upon any of the following
events:

(iii) any merger of consolidation of the Employer with or
into another corporation or entity where the Employer is not
a survivor;

(iv) a sale or disposal by the Employer of substantially
all of its assets to another corporation, entity or person;
or

(c) For purposes of Section 7.3(a) above, the term "Special
Severance Period" shall mean a period of time, commencing on
the Termination Date, equal to two months for each calendar
year through which the Employee shall have been employed
hereunder; provided however, that in no event shall such period
have a total duration of less than one year from the
Termination Date or more than two years from the Termination
Date; and provided, further, that in no event shall such period
have a total duration of less than the severance period
applicable under Section 7.2(b) above.

7.4. MITIGATION. The Employee shall be under no obligation to
mitigate the amount of any severance payments provided for in
Sections 7.2 and 7.3 hereof or to seek other employment
following any termination of employment hereunder, and any

-6-

<PAGE>

amounts he may earn in any other employment shall not reduce or
offset the severance payments or other amounts due hereunder.

7.5. NO OFFSET. The Employer shall not be entitled to setoff,
offset, reduce or otherwise withhold any compensation due by
the Employer to the Employee hereunder. In the event that the
Employer shall have any claim against the Employee hereunder,
the Employer's only remedy shall be to commence an action at
law or in equity against the Employee seeking damages or
injunctive relief.

8. GENERAL PROVISIONS.

8.1. ACCELERATION. In the event of any failure by the Employer to
pay any of the amounts due and payable by the Employee under
Section 7.2 or 7.3 hereof, or in the event of the filing of any
bankruptcy petition by or against the Employer or the
appointment of a receiver to wind up and liquidate the
Employer, at any time after the Termination Date, the Employee
shall be entitled to accelerate any and all amounts due and
payable by the Employer to the Employee under this Agreement.
Any such right of acceleration shall not be in lieu of, or
otherwise limit, any remedies available to the Employee at law
or in equity.

8.2. ENTIRE AGREEMENT. This Agreement represents the entire
agreement of the parties and supersedes any prior
understandings, agreements or representations by and between
the Employer and the Employee with respect to the arrangements
contemplated hereby. No prior agreement, whether written or
oral, shall be construed to change, amend, alter, repeal or
invalidate this Agreement. This Agreement may be amended only
by a written instrument executed in one of more counterparts by
the parties.

8.3. WAIVER. No consent to or waiver of any breach or default in
the performance of any obligations hereunder shall be deemed or
construed to be a consent to or waiver of any other breach or
default in the performance of any of the same or any other
obligations hereunder. Failure on the part of either party to
complain of any act or failure to act of the other party or to
declare the other party in default, irrespective of the
duration of such failure, shall not constitute a waiver of
rights hereunder and no waiver hereunder shall be effective
unless it is in writing, executed by the party waiving the
breach or default hereunder.

8.4. ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective successors
and assigns and, in the case of the Employee, his heirs.
Neither the Employee nor the Employer may assign or transfer
any or all of their respective rights or obligations under this
Agreement.

8.5. VENUE. In the case of any dispute hereunder, the parties
submit to the exclusive jurisdiction and venue of any court of
competent jurisdiction sitting in the State of Connecticut, and
will comply with all requirements necessary to give such court
jurisdiction over the parties and the controversy.

-7-

<PAGE>

8.6. SEVERABILITY. All headings and subdivisions of this Agreement
are for reference only and shall not affect its interpretation.
In the event that any provision of this Agreement should be
held unenforceable by a court of competent jurisdiction, such
court is hereby authorized to amend such provision so as to be
enforceable to the fullest extent permitted by law, and all
remaining provisions shall continue in full force without being
impaired or invalidated in any way.

8.7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Connecticut, without regard to its conflict of laws principles.

8.8. SURVIVAL. The provisions of Sections 5, 6, 7, and 8 shall
survive any termination of this Agreement or of the employment
relationship of the Employee and the Employer, including any
termination of such employment relationship at any time on or
after the expiration of the term of this Agreement as set forth
in Section 2 hereof. Without in any way or to any extent
limiting the generality of the foregoing, the parties hereby
expressly agree that the provisions of Section 7 hereof under
which prior written notice of termination shall be thirty (30)
days) shall survive the expiration of the term of this
Agreement as set forth in Section 2 hereof, it being the
intention of the parties hereto that the Employee shall be
entitled to compensation and severance as set forth in Section
7 hereof, upon any termination of the employment relationship
of the Employee and the Employer at any time after the
expiration of the term of this Agreement, all to the same
extent as if the Employee were employed under the terms of this
Agreement at the time of such termination.

8.10. COUNTERPARTS. This Agreement may be executed in counterparts,
all of which together shall for all purposes constitute one
Agreement, binding on each of the parties hereto
notwithstanding that each such party shall not have signed the
same counterpart.

8.11. ATTORNEYS' FEES. Each party agrees that the losing party in
any suit or action shall reimburse the prevailing party for its
reasonable costs, expenses and attorneys' fees incurred in any
action or suit brought to determine the rights of the parties
hereunder.

8.12. ARBITRATION. Any disputes arising out of this Agreement
between the Employee and the Employer shall be settled by the
binding arbitration to held in the State of Connecticut, in
accordance with the rules of the American Arbitration
Association. Judgment upon any award rendered by any
arbitrator may be

-8-

<PAGE>

entered in any court having jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines
which would otherwise be applicable in any action brought by a
party shall be applicable in any arbitration proceeding, and
the commencement of an arbitration proceeding shall be deemed
the commencement of any action for these purposes.

8.13. INDEMNIFICATION. Employer shall indemnify, defend and hold
harmless Employee from and against any and all actions, claims,
liabilities, demands and proceedings asserted against the
Employee by reason of the fact that Employee is or was an
employee or officer of the Employer on or after the date hereof
to the fullest extent permitted under the laws of the State of
Delaware.

IN WITNESS WHEREOF, the parties have signed this agreement as of the date
written above as a sealed instrument.

EMPLOYEE EMPLOYER
HOST AMERICA CORPORATION

/s/ DAVID J. MURPHY By: /s/ THOMAS P. EAGAN, JR.
- ------------------------------ ---------------------------------
David J. Murphy Name: Thomas P. Eagan, Jr.
Vice President Title: Director

-9-

EXHIBIT 10.7

FINANCIAL ADVISORY AGREEMENT
----------------------------

This Agreement is made and entered into as of the _____day of
__________, 1998, between Host America Corporation (the "Company") and
Barron Chase Securities, Inc. (the "Financial Advisor").

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, The Company has engaged the Financial Advisor to act as the
Underwriter in connection with the public offering of the Company's
securities; and

WHEREAS, the Financial Advisor has experience in providing financial
and business advice to public and private companies; and

WHEREAS, the Company is seeking and the Financial Advisor is willing
to furnish business and financial related advice and services to the
Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of, and for the mutual promises and
covenants contained herein, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:

1. PURPOSE. The Company hereby engages the Financial Advisor on a
non-exclusive basis for the term specified in this Agreement to render
financial advisory and consulting advice to the Company as an investment
banker relating to financial and similar matters upon the terms and
conditions set forth herein. However, the advisory will only be rendered
if specifically requested in writing by the CEO of the Company.

2. REPRESENTATIONS OF THE FINANCIAL ADVISOR AND THE COMPANY. The
Financial Advisor represents and warrants to the Company that (i) it is a
member in good standing of the National Association of Securities Dealers,
Inc. ("NASD") and that it is engaged in the securities brokerage business;
(ii) in addition to its securities brokerage business, the Financial
Advisor provides consulting advisory services; and (iii) it is free to
enter into this Agreement and the services to be provided pursuant to this
Agreement are not in conflict with any other contractual or other
obligation to which the Financial Advisor is bound. The Company
acknowledges that the Financial Advisor is in the business of providing
financial services and consulting advice (of the type contemplated by this
Agreement) to others and that nothing herein contained shall be construed
to limit or restrict the Financial Advisor in conducting such business with
respect to others, or rendering such advice to others.

<PAGE>

3. DUTIES OF THE FINANCIAL ADVISOR. During the term of this
Agreement, the Financial Advisor will provide the Company with consulting
advice as specified below at the request of the Company, provided that the
Financial Advisor shall not be required to undertake duties not reasonably
within the scope of the consulting advisory service in which the Financial
Advisor is engaged generally. In performance of these duties, the
Financial Advisor shall provide the Company with the benefits of its best
judgment and efforts. It is understood and acknowledged by the parties
that the value of the Financial Advisor's advice is not measurable in any
quantitative manner, and that the amount of time spent rendering such
consulting advice shall be determined according to the Financial Advisor's
discretion.

The Financial Advisor's duties may include, but will not necessarily
be limited to:

1) Advice relating to corporate financing activities;

2) Recommendations relating to specific business operations and
investments;

3) Advice relating to financial planning; and

4) Advice regarding future financings involving securities of
the Company or any subsidiary.

4. TERM. The term of this Agreement shall be for twelve (12) months
commencing on the first day of the month following the Company's receipt of
the proceeds from the contemplated public offering (the "Commencement
Date"); provided, however, that this Agreement may be renewed or extended
upon such terms and conditions as may be mutually agreed upon by the
parties hereto.

5. FEE. The Company shall pay the Financial Advisor a fee of
$108,000 for the financial services to be rendered pursuant to this
Agreement, all of which shall be payable at the Closing Date of the
Company's proposed public offering.

6. EXPENSES. In addition to the fees payable hereunder, the Company
shall reimburse the Financial Advisor, within five (5) business days of its
request, for any and all reasonable out-of-pocket expenses incurred in
connection with the services performed by the Financial Advisor and its
counsel pursuant to this Agreement, including (i) reasonable hotel, food
and associated expenses; (ii) reasonable charges for travel; (iii)
reasonable long-distance telephone calls; and (iv) other reasonable
expenses spent or incurred on the Company's behalf. All such expenses in
excess of $500 shall be pre-approved by the Company.

7. INTRODUCTION OF CUSTOMERS, ORIGINATION OF LINE OF CREDIT AND
SIMILAR TRANSACTIONS. In the event the Financial Advisor

<PAGE>

originates a line of credit with a lender or a corporate partner, the
Company and the Financial Advisor will mutually agree on a satisfactory fee
and the terms of payment of such fee. In the event the Financial Advisor
introduces the Company to a joint venture partner or customer and sales
develop as a result of the introduction, the Company agrees to pay a fee of
five percent (5%) of total sales generated directly from this introduction
during the first two years following the date of the first sale. Total
sales shall mean cost receipts less any applicable refunds, returns,
allowances, credits and shipping charges and monies paid by the Company by
way of settlement or judgment arising out of claims made by or threatened
against the Company. Commission payments shall be paid on the 15th day of
each month following the receipt of customers' payments. In the event any
adjustments are made to the total sales after the commission has been paid,
the Company shall be entitled to an appropriate refund or credit against
future payments under this Agreement.

All fees to be paid pursuant to this paragraph, except as otherwise
specified, are due and payable to the Financial Advisor in cash at the
closing or closings of any transaction specified in this paragraph. In the
event that this Agreement shall not be renewed or if terminated for any
reason, notwithstanding any such non-renewal or termination, the Financial
Advisor shall be entitled to a full fee as provided under this paragraph
for any transaction for which the discussions were initiated during the
term of this Agreement and which is consummated within a period of twelve
months after non-renewal or termination of this Agreement. Nothing herein
shall impose any obligation on the part of the Company to enter into any
transaction or to use any services of the Financial Advisor offered
pursuant to this paragraph or this Agreement.

8. USE OF ADVICE BY THE COMPANY; PUBLIC MARKET FOR THE COMPANY'S
SECURITIES. The Company acknowledges that all opinions and advice (written
or oral) given by the Financial Advisor to the Company in connection with
the engagement of the Financial Advisor are intended solely for the benefit
and use of the Company in considering the transaction to which they relate,
and the Company agrees that no person or entity other than the Company
shall be entitled to make use of or rely upon the advice of the Financial
Advisor to be given hereunder, and no such opinion or advice shall be used
for any other purpose or reproduced, disseminated, quoted or referred to at
any time, in any manner or for any purpose, nor may the Company make any
public references to the Financial Advisor, or use of the Financial
Advisor's name in any annual reports or any other reports or releases of
the Company without the prior written consent of the Financial Advisor.

The Company acknowledges that the Financial Advisor makes no
commitment whatsoever as to making a public trading market in the Company's
securities or to recommending or advising its clients to purchase the
Company's securities. Research reports or corporate

<PAGE>

finance reports that may be prepared by the Financial Advisor will, when
and if prepared, be done solely on the merits or judgment and analysis of
the Financial Advisor or any senior corporate finance personnel of the
Financial Advisor.

9. COMPANY INFORMATION; CONFIDENTIALLY. The Company recognizes and
confirms that, in advising the Company and in fulfilling its engagement
hereunder, the Financial Advisor will use and rely on data, material and
other information furnished to the Financial Advisor by the Company. The
Company acknowledges and agrees that in performing its services under this
engagement, the Financial Advisor may rely upon the data, material and
other information supplied by the Company without independently verifying
the accuracy, completeness or veracity of same. In addition, in the
performance of its services, the Financial Advisor may look to such others
for such factual information, economic advice and/or research upon which to
base its advice to the Company hereunder as the Financial Advisor shall in
good faith deem appropriate.

Except as contemplated by the terms hereof or as required by
applicable law, the Financial Advisor shall keep confidential all non-public
information provided to it by the Company, and shall not disclose
such information to any third party without the Company's prior written
consent, other than such of its employees and advisors as the Financial
Advisor determines to have a need to know.

10. INDEMNIFICATION. The Company shall indemnify and hold harmless
the Financial Advisor against any and all liabilities, claims, lawsuits,
including any and all awards and/or judgments to which it may become
subject under the Securities Act of 1933, (the "Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act") or any other federal or
state statute, at common law or otherwise, insofar as said liabilities,
claims and lawsuits (including costs, expenses, awards and/or judgments)
arise out of or are in connection with the services rendered by the
Financial Advisor or any transactions in connection with this Agreement,
except for any liabilities, claims and lawsuits (including awards and/or
judgments), arising out of willful misconduct or willful omissions of the
Financial Advisor. In addition, the Company shall also indemnify and hold
harmless the Financial Advisor against any and all reasonable costs and
expenses, including reasonable counsel fees, incurred relating to the
foregoing.

The Financial Advisor shall give the Company prompt notice of any such
liability, claim or lawsuit which the Financial Advisor contends is the
subject matter of the Company's indemnification and the Company thereupon
shall be granted the right to take any and all necessary and proper action,
at its sole cost and expense, with respect to such liability, claim and
lawsuit, including the right to settle, compromise and dispose of such
liability, claim or lawsuit, excepting therefrom any and all proceedings or
hearings

<PAGE>

before any regulatory bodies and/or authorities.

The Financial Advisor shall indemnify and hold the Company harmless
against any and all liabilities, claims and lawsuits, including any and all
awards and/or judgments to which it may become subject under the Act, the
1934 Act or any other federal or state statute, at common law or otherwise,
insofar as said liabilities, claims and lawsuits (including costs,
expenses, awards and/or judgments) arise out of or are based upon willful
misconduct or willful omissions of the Financial Advisor. In addition, the
Financial Advisor shall also indemnify and hold the Company harmless
against any and all reasonable costs and expenses, including reasonable
counsel fees, incurred relating to the foregoing.

The Company shall give the Financial Advisor prompt notice of any such
liability, claim or lawsuit which the Company contends is the subject
matter of the Financial Advisor's indemnification and the Financial Advisor
thereupon shall be granted the right to take any and all necessary and
proper action, at its sole cost and expense, with respect to such
liability, claim and lawsuit, including the right to settle, compromise or
dispose of such liability, claim or lawsuit, excepting therefrom any and
all proceedings or hearings before any regulatory bodies and/or
authorities.

11. THE FINANCIAL ADVISOR AS AN INDEPENDENT CONTRACTOR. The
Financial Advisor shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate thereof.
It is expressly understood and agreed to by the parties hereto that the
Financial Advisor shall have no authority to act for, represent or bind the
Company or any affiliate thereof in any manner, except as may be agreed to
expressly by the Company in writing from time to time.

12. MISCELLANEOUS.

(a) This Agreement between the Company and the Financial Advisor
constitutes the entire agreement and understanding of the parties hereto,
and supersedes any and all previous agreements and understandings, whether
oral or written, between the parties with respect to the matters set forth
herein.

(b) Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if hand-delivered or
sent by facsimile and postage prepaid by certified or registered mail,
return receipt requested, to the respective parties as set forth below, or
to such other address as either party may notify the other in writing:

<PAGE>

If to the Company: Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

Copy to: John B. Wills, Esq.
410 17th Street, Suite 1940
Denver, Colorado 80202

If to the
Financial Advisor: Robert T. Kirk, President
Barron Chase Securities, Inc.
7700 West Camino Real
Boca Raton, Florida 33433

Copy to: David A. Carter, P.A.
2300 Glades Road, Suite 210W
Boca Raton, Florida 33431

(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.

(d) This Agreement may be executed in any number of counterparts,
each of which together shall constitute one and the same original document.

(e) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties hereto.

(f) This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida applicable to contracts made and to
be performed entirely within the State of Florida. The parties agree that
any action brought by any party against another party in connection with
any rights or obligations arising out of this Agreement shall be instituted
properly in a federal or state court of competent jurisdiction with venue
only in the Fifteenth Judicial Circuit Court in and for Palm Beach County,
Florida or the United States District Court for the Southern District of
Florida, West Palm Beach Division. A party to this Agreement named as a
Defendant in any action brought in connection with this Agreement in any
court outside of the above named designated county or district shall have
the right to have the venue of said action changed to the above designated
county or district or, if necessary, have the case dismissed, requiring the
other party to refile such action in an appropriate court in the above
designated county or federal district.

(g) This Agreement has been duly authorized, executed and delivered
by and on behalf of the Company and the Financial Advisor.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

Very truly yours,

HOST AMERICA CORPORATION

BY:________________________________________
Geoffrey W. Ramsey, President

BARRON CHASE SECURITIES, INC.

BY:________________________________________
Robert T. Kirk, President

EXHIBIT 10.8

_______________, 1998

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518

RE: MERGER AND ACQUISITION AGREEMENT
--------------------------------

Dear Mr. Ramsey:

You have agreed that Barron Chase Securities, Inc., (the "Finder") may
act as a non-exclusive finder or financial consultant for you in various
transactions in which Host America Corporation (the "Company") may be
involved, including but not limited to, mergers, acquisitions, business
combinations, joint ventures, debt or equity placements or other on-balance
or off-balance sheet corporate transactions. The Company hereby agrees
that in the event that the Finder shall first introduce to the Company
another party or entity, and that as a result of such introduction, a
transaction between such entity and the Company is consummated
("Consummated Transaction"), then the Company shall pay to the Finder a
finder's fee as follows:

a. Five percent (5%) of the first $1,000,000 of the consideration
paid in such transaction;

b. Four percent (4%) of the consideration in excess of $1,000,000
and up to $2,000,000;

c. Three percent (3%) of the consideration in excess of $2,000,000
and up to $3,000,000;

d. Two percent (2%) of any consideration in excess of $3,000,000 and
up to $4,000,000; and

e. One percent (1%) of any consideration in excess of $4,000,000.

The fee due the Finder shall be paid by the Company in cash and/or in
stock at the closing of the Consummated Transaction as mutually agreed
between the Company and the Finder, without regard to whether the
Consummated Transaction involves payments in cash, in stock, or a
combination of stock and cash, or is made on an installment sale basis. By
way of example, if the Consummated Transaction involves securities of the
acquiring entity (whether securities of the Company, if the Company is the
acquiring party, or securities of another entity, if the Company is the
selling party) having a value of $5,000,000, the consideration to be paid
by the Company to the Finder at closing shall be $150,000.

However, both parties agree that it is the purpose of the
Company to use the proceeds of the offering in the acquisition, merger,
purchase of shares or any other kind of association with

<PAGE>

foreign companies as described in the prospectus. To the extent that the
Company has any prior relationships with such foreign companies these
foreign companies are specifically excluded from this Agreement.

In the event that for any reason the Company shall fail to pay to the
Finder all or any portion of the finder's fee payable hereunder when due,
interest shall accrue and be payable on the unpaid balance due hereunder
from the date when first due through and including that date when actually
collected by the Finder, at a rate equal to two (2) points over the prime
rate of Citibank, N.A. in New York, New York, computed on a daily basis and
adjusted as announced from time to time.

This agreement shall be effective on the date hereof and shall expire
on the fifth anniversary of the date hereof.

Notwithstanding anything herein to the contrary, if the Company shall,
within 180 days immediately following the termination of the five year
period provided above, conclude a Consummated Transaction with any party
introduced by the Finder to the Company prior to the termination of said
five year period, the Company shall also pay the Finder the fee determined
above.

The Company represents and warrants to the Finder that the engagement
of the Finder hereunder has been duly authorized and approved by the Board
of Directors of the Company and this letter agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company.

This agreement has been executed and delivered in the State of Florida
and shall be governed by the laws of such state, without giving effect to
the conflicts of laws rules thereunder.

This agreement shall be binding upon, and enforceable against, the
successors and assigns of each of the undersigned.

Please sign this letter at the place indicated below, whereupon it
will constitute our mutually binding agreement with respect to the matters
contained herein.

Very truly yours,

BARRON CHASE SECURITIES, INC.

BY:___________________________________
Robert T. Kirk, President
Agreed to and Accepted:

HOST AMERICA CORPORATION

BY:___________________________________
Geoffrey W. Ramsey, President

EXHIBIT 24.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Host America
Corporation on Form SB-2 of our report dated November 11, 1997, appearing
in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings "Summary
Financial Data", "Selected Financial Data" and "Experts" in such
Prospectus.

/s/ DISANTO BERTOLINE & COMPANY, P.C.

Glastonbury, Connecticut
April 22, 1998

EXHIBIT 24.2

CONSENT OF ATTORNEY

Reference is made to the Registration Statement on Form SB-2 of Host
America Corporation.

We hereby consent to the use of our opinion concerning the legality of
the securities being registered dated April 22, 1998, filed as an exhibit
to the Registration Statement, and to being named in the Registration
Statement as having advised Host America Corporation as to the legality of
its securities proposed to be sold.

JOHN B. WILLS, ESQ.
Attorney at Law

By: /s/ JOHN B. WILLS
-------------------------------
John B. Wills, Esq.

Denver, Colorado
April 22, 1998