UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

CHECK THE APPROPRIATE BOX:

[X] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

HOST AMERICA CORPORATION
------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[__] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:
Common Stock, $.001 par value
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(2) Aggregate number of securities to which transaction applies:
700,000
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
$2.55 *
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* average price reported on the NASDAQ SmallCap Market(TM) on
October 25, 2001

(4) Proposed maximum aggregate value of transaction:
$1,785,000
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(5) Total fee paid:
$357.00
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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NOTES:

PRELIMINARY PROXY
HOST AMERICA CORPORATION
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON [ ], 2001
________________

TO THE SHAREHOLDERS:

NOTICE IS HEREBY given that an annual meeting of shareholders of Host
America Corporation ("Host") will be held at [ ] a.m., local time
on [ ], 2001 at [ ], Hamden, Connecticut
[ ], for the following purpose:

1. To approve the merger and issuance of shares of Host common stock
to shareholders of Selectforce, Inc. ("Select"), an Oklahoma corporation,
and related transactions pursuant to the merger agreement dated as of
October 26, 2001 by and among Host and Select pursuant to which Select
will merge with Host Merger Corp ("HMC"), a Colorado corporation and
wholly-owned subsidiary of Host. A vote in favor of the merger will also
be a vote in favor of the election of Tammi Didlot to serve on the board of
directors as a Class II director, until the 2002 annual meeting of
shareholders. The merger is more completely described in the accompanying
proxy statement, and a copy of the merger agreement is attached as Appendix
A to the proxy statement.

2. To elect two Class I directors to serve for the next three years.

3. To ratify the selection of DiSanto Bertoline & Company, P.C. as
independent auditors of Host for the year ending June 28, 2002.

4. To transact such other business as may properly come before the
annual meeting or any adjournment or postponement thereof.

This proxy statement and the accompanying proxy are being mailed to
shareholders on or about [ ], 2001.

Host's board of directors has determined that the merger and the other
proposals are advisable and in the best interests of Host and you, and
unanimously recommends that you vote to approve the proposals.

We describe the merger and the other proposals more fully in the
accompanying proxy statement, which we urge you to read.

The close of business on [ ], 2001 has been fixed
by Host's board of directors as the record date for the determination of
shareholders entitled to notice of and to vote at the Host annual meeting
or any adjournment or postponement. Only holders of record of shares of
common stock and Series A preferred stock of Host at the close of business
on the record date may vote at the Host annual meeting. A complete list of
the shareholders entitled to vote at the annual meeting will be available
for examination by any holder of Host shares at Host's executive offices in
Hamden, Connecticut. A majority of the holders of outstanding Host shares
must be represented at the meeting to constitute a quorum. Therefore, all
shareholders are urged either to attend the meeting or to be represented by
proxy. The affirmative vote of a majority of the holders of outstanding
Host shares is required to approve the merger. The two nominees for
director receiving the most votes for election will be elected director,
provided that a quorum is present. The proposal to ratify the selection of
the independent auditors will be approved if the votes cast in favor of the
proposal exceed the votes cast against it, again provided that a quorum is
present. If a quorum is not present at the meeting, a vote for adjournment
will be taken among shareholders present or represented by proxy. If a
majority of shareholders present or represented by proxy vote for
adjournment, it is Host's intention to adjourn the meeting until a later
date and to vote proxies received at such adjourned meeting(s).

Your vote is important. To assure that your shares are represented at
the annual meeting, you are urged to complete, date and sign the enclosed
proxy and mail it promptly in the postage-paid envelope provided, whether
or not you plan to attend the annual meeting in person. You may revoke your
proxy in the manner described in the accompanying proxy statement at any
time before it has been voted at the annual meeting. You may vote in person
at the annual meeting even if you have returned a proxy.

By Order of the Board of Directors

GEOFFREY RAMSEY
President

Hamden, Connecticut
[ ], 2001

___________________________________

PROXY STATEMENT
of
HOST AMERICA CORPORATION

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON [ ], 2001
___________________________________

We are mailing this proxy statement and accompanying form of proxy to
the shareholders of Host America Corporation ("Host") on or about
[ ], 2001.

This proxy statement relates to the solicitation of proxies by the
board of directors of Host for use at a annual meeting of holders of Host
common stock and Series A preferred stock to be held at [ ] a.m.,
local time, on [ ], 2001, at [ ], Hamden,
Connecticut [ ] and at any adjournments and postponements
of the annual meeting. Host is holding the annual meeting to consider
and act upon the following proposal:

2. To elect two Class I directors to serve for the next three years.

3. To ratify the selection of DiSanto Bertoline & Company, P.C. as
independent auditors of Host for the year ending June 28, 2002.

4. To transact such other business as may properly come before the
annual meeting or any adjournment or postponement thereof.

a quorum is present. The proposal to ratify the selection of the
independent auditors will be approved if the votes cast in favor of the
proposal exceed the votes cast against it, again provided that a quorum is
present. If a quorum is not present at the meeting, a vote for adjournment
will be taken among shareholders present or represented by proxy. If a
majority of shareholders present or represented by proxy vote for
adjournment, it is Host's intention to adjourn the meeting until a later
date and to vote proxies received at such adjourned meeting(s).

PLEASE PAY PARTICULAR ATTENTION TO THE "RISK FACTORS" SECTION
BEGINNING ON PAGE 10 OF THIS PROXY STATEMENT WHICH DESCRIBES RISKS THAT YOU
SHOULD CONSIDER IN DECIDING WHETHER TO VOTE FOR THE MERGER.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORS HAVE APPROVED THE MERGER DESCRIBED IN THIS PROXY
STATEMENT, NOR HAVE THEY DETERMINED IF THIS PROXY STATEMENT IS ACCURATE OR
ADEQUATE. FURTHERMORE, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
DETERMINED THE FAIRNESS OR MERITS OF THE MERGER. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Proxy Statement dated [ ], 2001

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SUMMARY TERM SHEET

This summary term sheet highlights selected information from this
proxy statement and may not contain all of the information that is
important to you. You should carefully read this entire proxy statement,
including the appendices, and the other documents we refer to for a more
complete understanding of the merger.

DATE, PLACE AND TIME The annual meeting will be held at [ ]
(PAGE 21): a.m., local time, on [ ], 2001,
at [ ], Hamden, Connecticut
[ ].

PURPOSE OF THE ANNUAL MEETING At the annual meeting, you will be asked
(PAGE 21): to approve the merger and issuance of
shares of Host common stock to
shareholders of Select and related
transactions pursuant to the merger
agreement dated as of October 26, 2001
by and among Host, Select and HMC pursuant
to which Select will merge with HMC, and
become a wholly-owned subsidiary of Host.
You will also be asked to elect two Class
I directors of Host and to ratify the
selection of Host's independent auditors.

RECORD DATE (PAGE 21): You can vote at the annual meeting of Host
shareholders if you owned Host common
stock or Series A preferred stock at the
close of business on [ ], 2001.
You can cast one vote for each share of
Host common stock or Series A preferred
stock that you owned at that time. The
holders of a majority of Host stock issued
and outstanding and entitled to vote at
the annual meeting, present in person or
represented by proxy, shall constitute a
quorum at all meetings of shareholders.

VOTE REQUIRED TO APPROVE THE To approve the merger proposal, the
PROPOSALS (PAGE 22): holders of a majority of the Host shares
outstanding must vote in favor of doing
so. The two nominees for director
receiving the most votes for election will
be elected director, provided that a
quorum is present. The proposal to ratify
the selection of the independent auditors
will be approved if the votes cast in
favor of the proposal exceed the votes
cast against it, again provided that a
quorum is present.

PROXIES (PAGE 21): You may vote your shares in person by
attending the annual meeting or by mailing
us your proxy if you are unable or do not
wish to attend. You can revoke your proxy
at any time before we take a vote at the
meeting by sending a written notice
revoking the proxy or a later-dated proxy
to the secretary of Host, or by attending
the

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annual meeting and voting in person.

Because approval of the merger agreement
requires the affirmative vote of the
holders of a majority of the outstanding
shares of Host's stock as of the record
date, abstentations, failures to vote and
broker non-votes will have the same effect
as a vote against approval of the merger
agreement.

THE PARTIES
-----------

HOST AMERICA CORPORATION Host is a contract food management
TWO BROADWAY organization which specializes in
HAMDEN, CONNECTICUT 06518 providing full service corporate dining,
(203) 248-4100 special event catering, "meals-on-wheels"
(PAGE 50) and other senior feeding programs, school
meal programs, and vending and office
coffee service to business and industry
accounts in the northeastern United
States. Host currently has operations in
Connecticut, Massachusetts, New York, New
Hampshire, New Jersey, Rhode Island and
Texas.

SELECTFORCE INC. Select is a regional employment screening
6601 N. BROADWAY company offering criminal histories, motor
OKLAHOMA CITY, OK 73116 vehicle reports, worker's compensation
(405) 842-2088 records, verification of education and
(PAGE 59) social security numbers, credit reports
and previous employment verification.
Select currently has operations in
Oklahoma, Texas, Missouri, Kansas and
Arkansas.

HOST MERGER CORP HMC is a wholly-owned subsidiary of Host
TWO BROADWAY and was organized to merge with Select and
HAMDEN, CONNECTICUT has not conducted any unrelated activities
(203) 248-4100 since its organization. After the merger,
(PAGE 29) HMC will remain as the surviving entity
and change its name to Select.

THE MERGER
----------

OVERVIEW (PAGE 23): Host and Select have entered into a merger
agreement whereby Select will merge with
HMC. HMC, as the surviving corporation,
will remain a wholly-owned subsidiary of
Host. Select shareholders will receive
Host's "restricted" common stock in
exchange for their Select common stock.
Following the merger, pre-merger Host
shareholders will own 1,470,147 shares of
Host's common stock and 700,000 shares of
Series A preferred stock and pre-merger
Select shareholders will own 700,000
shares of Host common stock. The merger
agreement is attached to this proxy
statement as Appendix A.

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RECOMMENDATION OF THE BOARD The board of directors has unanimously
OF DIRECTORS (PAGE 24): approved the merger agreement. The board
believes that the terms of the merger
agreement are fair to, and in the best
interests of, Host and its shareholders,
and unanimously recommends that
shareholders of Host common stock and
Series A preferred stock vote "FOR"
approval of the merger and the issuance of
Host common stock to the shareholders of
Select and related transactions pursuant
to the merger.

MANAGEMENT AND OPERATIONS Following the merger, Host and Select will
FOLLOWING THE MERGER continue to carry on their respective
(PAGE 63): historical operations in substantially the
same manner as they were carried on prior
to the merger with Select operating as a
wholly-owned subsidiary of Host.

The present management of each company
will initially continue to manage their
respective companies.

STOCK OWNERSHIP OF On the record date, directors and
MANAGEMENT AND CERTAIN executive officers of Host may be deemed
SHAREHOLDERS (PAGE 72): to be the beneficial owners of
approximately 49% of the voting power of
Host. Each of the directors and executive
officers who hold common stock and Series
A preferred stock of Host have indicated
that they intend to vote "FOR" the merger
and each of the other proposals submitted
to the Host shareholders.

TAX TREATMENT (PAGE 26): The merger of Select into HMC is intended
by the parties to qualify as a nontaxable
reorganization under Section 368(a)(1)(A)
of the Internal Revenue Code of 1986, as
amended. In the event that the merger
qualifies as a nontaxable reorganization,
neither Host, HMC nor Select should
recognize any gain or loss as a result of
the merger.

ACCOUNTING TREATMENT The merger is expected to be treated as a
(PAGE 27): purchase transaction for accounting and
financial reporting purposes.

NO DISSENTERS' RIGHTS Under Colorado law the merger does not
(PAGE 28): afford a Host shareholder the right to
dissent and obtain payment of the fair
value of the shareholder's shares in Host.

NO OPINION OF FINANCIAL ADVISER Based on management's belief that the
(PAGE 26): merger is fair to all shareholders and in
their best interests, Host has not
obtained a fairness opinion from any
financial adviser or consultant.

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RISKS ASSOCIATED WITH THE You should be aware of and carefully
MERGER (PAGE 10): consider the risks relating to the merger
and the businesses of Host and Select
described under "Risk Factors."

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TABLE OF CONTENTS

Page
----

SUMMARY TERM SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . .3
QUESTIONS AND ANSWERS ABOUT THE MERGER . . . . . . . . . . . . . . . . .9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Risks Related to Select . . . . . . . . . . . . . . . . . . . . . . . 10
Risks Related to Host . . . . . . . . . . . . . . . . . . . . . . . . 11
Risks Related to the Merger . . . . . . . . . . . . . . . . . . . . . 15
COMPARATIVE PER SHARE DATA . . . . . . . . . . . . . . . . . . . . . . 18
MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 19
THE HOST ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . 21
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . 21
Matters to be Considered at the Annual Meeting . . . . . . . . . . . 21
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Voting of Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . 21
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Quorum; Abstentions and Broker Non-Votes . . . . . . . . . . . . . . 22
Solicitation of Proxies and Expenses . . . . . . . . . . . . . . . . 23
Board Recommendation . . . . . . . . . . . . . . . . . . . . . . . . 23
PROPOSAL 1 - THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . 23
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . 24
Reasons for the Merger; Recommendations of the Boards of Directors . 24
Interests of Certain Persons in the Merger . . . . . . . . . . . . . 25
Employment and Non-competition Agreements. . . . . . . . . . . . . . 25
No Opinion of Financial Advisor. . . . . . . . . . . . . . . . . . . 26
Material Federal Income Tax Considerations . . . . . . . . . . . . . 26
Anticipated Accounting Treatment . . . . . . . . . . . . . . . . . . 27
Restrictions on Sale of Shares by Affiliates of Host and Select. . . 27
Operations Following the Merger. . . . . . . . . . . . . . . . . . . 28
No Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . 28
THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 29
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Conversion of Securities . . . . . . . . . . . . . . . . . . . . . . 29
Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . 29
Representations and Warranties . . . . . . . . . . . . . . . . . . . 30
Certificate of Select Shareholders . . . . . . . . . . . . . . . . . 30
Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . 31
Conditions to Completion of the Merger . . . . . . . . . . . . . . . 33
Additional Agreements. . . . . . . . . . . . . . . . . . . . . . . . 35
Termination of the Merger Agreement. . . . . . . . . . . . . . . . . 35
PROPOSAL 2 - ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . 37
PROPOSAL 3 - RATIFICATION OF SELECTION OF DISANTO BERTOLINE &
COMPANY, P.C. AS INDEPENDENT AUDITORS FOR 2002 . . . . . . . . . . . 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

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AND RESULTS OF OPERATIONS OF HOST. . . . . . . . . . . . . . . . . . 40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF SELECT. . . . . . . . . . . . . . . . . 45
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA. . . . . . . . . . 46
BUSINESS OF HOST . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
BUSINESS OF SELECT . . . . . . . . . . . . . . . . . . . . . . . . . . 59
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . 67
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. . . . . . . . 73
DESCRIPTION OF HOST CAPITAL STOCK. . . . . . . . . . . . . . . . . . . 74
INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS . . . . . . . . . . . 75
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS. . . . . . . . . . . . . . 75
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
WHERE YOU CAN FIND MORE INFORMATION. . . . . . . . . . . . . . . . . . 76
INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . 77

APPENDICES

A Merger Agreement
B Form of Employment Agreement for Tammi Didlot
C Form of Non-Competition Agreement for Roger Lockhart

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: WHY IS HOST PROPOSING TO ACQUIRE SELECT?

A: Host is proposing to acquire Select because Host believes that it can
expand Select's customer base by offering Select's services to Host's
current corporate clients and marketing Select's services to potential
Host clients as an additional service offering. Management believes
that Host's clients will find Select's services useful and that Host
will gain a significant advantage over its competitors.

Q: WHY IS THE BOARD OF DIRECTORS RECOMMENDING THAT I VOTE TO APPROVE AND
ADOPT THE MERGER?

A: In the opinion of the board of directors, the terms and provisions of
the merger agreement and the merger are fair to and in the best
interests of Host and our shareholders. To review the background of
and reasons for the merger, see pages 23 to 28.

Q: WHEN DO YOU EXPECT TO COMPLETE THE MERGER?

A: We are working to complete the merger during our second quarter of
2002. Because the merger is subject to various conditions, however,
we cannot predict the exact timing.

Q: WHAT DO I NEED TO DO NOW?

A: After carefully reading and considering the information contained in
this proxy statement, please complete and sign your proxy and return
it in the enclosed return envelope as soon as possible, so that your
shares may be represented at the annual meeting of shareholders. If
you sign and send in your proxy and do not indicate how you want to
vote, we will count your proxy as a vote in favor of the proposals
presented at the meeting.

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
VOTE MY SHARES FOR ME?

A: Your broker will vote your shares only if you provide instructions on
how to vote. You should follow the directions provided by your broker
regarding how to instruct your broker to vote your shares. If you do
not instruct your broker, your shares will not be voted.

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A: If you have any questions about the merger or if you need additional
copies of this proxy statement or the enclosed proxy, please contact
Geoffrey Ramsey at:
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100

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RISK FACTORS
In deciding whether to approve the merger, you should consider the
following risks related to Select's business, Host's business and the
merger. You should carefully consider these risks along with the other
information in this proxy statement and the documents to which Host has
referred. See "Where You Can Find More Information" on page 76.

RISKS RELATED TO SELECT

NO CUSTOMER CONTRACTS.

Select's success depends on attracting and retaining clients.
Although Select has client agreements, it does not have contracts, and as
such depends on fluctuating demand for its services. There can be no
assurance that Select will be able to retain existing clients or attract
new clients. Select's failure to retain existing clients or attract new
clients could have a material adverse effect on Select's business,
financial condition and results of operations.

GOVERNMENT REGULATION.

Select obtains much of the background information requested by its
clients from public databases at the federal, state and local level.
Access and use of this information is subject to various rules, laws and
guidelines. Any significant changes in these rules, laws or guidelines
could have a material adverse effect on Select's operations and financial
conditions.

COMPETITION.

Select encounters significant competition in each area of the pre-
employment screening market in which it operates. Many of Select's
competitors have significantly greater financial and other resources than
Select. Competition may result in price reductions, decreased gross
margins and loss of market share. In addition, existing or potential
clients may elect to perform their own background investigations, thereby
eliminating Select's opportunity to provide its services. In addition,
technological advances including database management and the internet, may
result in significant changes to how Select performs and delivers its
services, and could result in increased competition and/or decreased demand
for its services. There can be no assurance that Select will be able to
compete successfully in the future, or that technological changes and
competition will not have a material adverse effect on Select's business,
financial condition or result so operations.

INFLATION RISKS.

Select could be adversely impacted if it is unable to pass price
increases on to customers or if its information costs increase.

LABOR SHORTAGES.

Select employs clerical staff at competitive wages. However, labor
shortages could result in increased wages to attract and retain qualified
personnel.

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DEPENDENCE ON KEY PERSONNEL.

Select's future success depends to a significant extent on the efforts
and abilities of its President, Tammi Didlot and Operations Manager, Cheryl
York. Although Select has negotiated a 3 year employment agreement with
Tammi Didlot and has good relations with Ms. York, the loss of the services
of these individuals could have a material adverse effect on Select's
business, financial condition and results of operations.

RISKS RELATED TO HOST

The following risks pertain to Host and its business and are
applicable without regard to whether the merger occurs.

RETENTION AND RENEWAL OF CUSTOMER CONTRACTS.

Host's success depends on its ability to retain and renew existing
client contracts and to obtain and successfully negotiate new client
contracts. Certain of Host's corporate dining contracts representing
approximately 23% of Host's annual sales are from two major customers.
There can be no assurance that Host will be able to retain and renew
existing client contracts or obtain new contracts or that such contracts
will be profitable. Host's failure to retain and renew existing contracts
or obtain new contracts could have a material adverse effect on Host's
business, financial condition and results of operations.

INVESTMENT IN CLIENT CONTRACTS.

Typically Host is required to make capital improvements to a client's
facility at the start of a contract to secure an account. Historically,
Host has funded these expenditures from cashflow and short-term borrowings.
To the extent Host is unable to be reimbursed for a part of these costs or
enter into long-term contracts or is unable to retain existing clients,
Host could experience short-term cashflow problems or be required to seek
additional outside financing. Additional financing may not be available on
favorable terms or at all.

DEPENDENCE ON BUILDING OWNERS TO RETAIN TENANTS.

Host's customers consist primarily of tenants in large office
complexes and buildings in the northeastern United States. Accordingly,
Host is dependent, in 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,
Host may lose customers, revenues, and potentially a food service contract
irrespective of the quality of its food service facility. If Host were to
lose customers due to building vacancies, it could have an adverse material
effect on Host's operations and financial condition.

FLUCTUATING FOOD PRICES AND SHORTAGES.

Host is subject to fluctuating food prices and availability of certain
food items which varies by location. Although Host's contracts with its
clients allow for certain adjustments due to rising prices over a specified
period of time, often times Host must take a reduced margin to

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

DEPENDENCE ON KEY PERSONNEL.

Host's future success depends to a significant extent on the efforts
and abilities of its executive officers, Geoffrey W. Ramsey and David J.
Murphy and the services of Lindley's executive officers, Gilbert Rossomando
and Mark Cerreta. Although Host has employment agreements with these
individuals, the loss of the services of these individuals could have a
material adverse effect on Host's business, financial condition and results
of operations. Host 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 Host will be successful in
attracting, assimilating and retaining the personnel it requires to grow
and operate profitability. Host obtained a $1,000,000 key man life
insurance policy on Messrs. Ramsey, Murphy, Rossomando and Cerreta of which
Host is the beneficiary.

LABOR SHORTAGES.

From time to time, Host 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 other locations. Host 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.

COMPETITION.

Host encounters significant competition in each area of the contract
food service market in which it operates. Certain of Host's competitors
compete with Host on both a national and local basis and have significantly
greater financial and other resources than Host. 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 Host to compete for
the account. There can be no assurance that Host will be able to compete
successfully in the future or that competition will not have a material
adverse effect on Host's business, financial condition or results of
operations.

INFLATION RISK.

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

-12-

ACQUISITION RISKS.

A component of Host's strategy is to pursue acquisitions of related
businesses. There can be no assurance, however, that Host will be able to
identify, negotiate and consummate acquisitions or that acquired businesses
can be operated profitably or integrated successfully into Host's
operations. In addition, acquisitions by Host 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 Host's historic or future
acquisitions will not have an adverse impact on Host's business, financial
condition or results of operations. If suitable opportunities arise, Host
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 Host on acceptable terms when, and if, suitable strategic
opportunities arise. If Host were to consummate one or more significant
acquisitions in which part or all of the consideration consisted of equity,
shareholders of Host could suffer a significant dilution of their interests
in Host.

GOVERNMENT REGULATION.

Host's business is subject to various governmental regulations
incidental to its operations, such as environmental, employment, and safety
regulations. In addition, Host is subject to state health department
regulations and yearly inspections. Food service operations at the various
locations are subject to sanitation and safety standards, and state and
local licensing of the sale of food products. Cost of compliance with
these various regulations is not material. However, there can be no
assurance that additional federal and state legislation or changes in the
regulatory environment will not limit the activities of Host in the future
or increase the cost of regulatory compliance.

EFFECTIVE CONTROL BY CURRENT OFFICERS AND DIRECTORS AND SIGNIFICANT SALES
BY OFFICERS AND DIRECTORS COULD HAVE A NEGATIVE IMPACT ON SHARE PRICE.

Host's current officers, directors and family members beneficially own
approximately 49% of the voting common stock and voting Series A preferred
stock outstanding. Host's Articles of Incorporation do not authorize
cumulative voting in the election of directors and as a result, Host'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. In addition, based on the large
number of shares currently owned by management, any sales of significant
amounts of shares by Host's officers and directors, or the prospect of such
sales, could adversely affect the market price of Host's common stock.
Certain officers and directors are currently subject to lock-up agreements
with respect to certain of their shares. In addition, these individuals,
if and when they sell their shares, are subject to the volume limitations
imposed by Rule 144 with respect to sales by affiliates.

NO DIVIDENDS.

Host 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

-13-

to retain all earnings to provide for the growth of Host. Payment of cash
dividends in the future will depend, among other things, upon Host's future
earnings, requirements for capital improvements, the operating and
financial conditions of Host and other factors deemed relevant by the board
of directors.

HISTORICALLY HOST'S STOCK PRICE HAS BEEN VOLATILE, WHICH MAY MAKE IT MORE
DIFFICULT TO RESELL SHARES AT PRICES THAT ARE ATTRACTIVE.

The trading price of Host's common stock and warrants has been and may
continue to be subject to wide fluctuations. Host's stock price may
fluctuate in response to a number of events and factors, such as quarterly
variations in operating results, announcements of management innovations or
new customer accounts and acquisitions by Host or its competitors, changes
to financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may
deem comparable, and news reports relating to trends in Host's markets. In
addition, the stock market in general, and the market prices for related
companies in particular, have experienced volatility that often has been
unrelated to the operating performance of such companies. These broad
market and industry fluctuations may adversely affect the price of Host's
stock, regardless of its operating performance.

ANTI-TAKEOVER PROVISIONS COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO
ACQUIRE HOST.

Host's board of directors has the authority to issue up to an
additional 1,300,000 shares of preferred stock and to determine the price,
rights, preferences, privileges and restrictions, including voting rights,
of those shares without any further vote or action by the shareholders.
The rights of the holders of common stock may be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock
that may be issued in the future. The issuance of preferred stock may have
the effect of delaying, deferring or preventing a change of control of Host
without further action by the shareholders and may adversely affect the
voting and other rights of the holders of common stock. Host has no
present plans to issue additional shares of preferred stock. Further,
certain provisions of Host's charter documents, including provisions
eliminating the ability of stockholders to raise matters at a meeting of
shareholders without giving advance notice, may have the effect of delaying
or preventing changes in control or management of Host. In addition,
Host's charter documents do not permit cumulative voting, which may make it
more difficult for a third party to gain control of our board of directors.

RISK OF LOW-PRICED STOCKS.

If Host's securities were delisted from Nasdaq, and no other exclusion
from the definition of a "penny stock" under applicable Securities and
Exchange Commission regulations was 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

-14-

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, 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 Host's
securities.

RISKS RELATED TO THE MERGER

SELECT SHAREHOLDERS WILL RECEIVE A FIXED NUMBER OF SHARES OF HOST COMMON
STOCK DESPITE CHANGES IN MARKET VALUE OF HOST COMMON STOCK

Upon the merger's completion, Select shareholders will receive an
aggregate of 700,000 shares of Host common stock. Accordingly, the
specific dollar value of Host common stock that will be issued upon the
merger's completion will depend on the market value of Host common stock
when the merger is completed and may increase from the date you submit your
proxy. There will be no adjustment for changes in the market price of Host
common stock. In addition, neither Select nor Host may terminate the
merger agreement or "walk away" from the merger or re-solicit the vote of
its shareholders solely because of changes in the market price of Host
common stock. The share price of Host common stock is by nature subject to
the general price fluctuations in the market for publicly traded equity
securities and has experienced significant volatility. We urge you to
obtain recent market quotations for Host common stock. Host cannot predict
or give any assurances as to the market price of Host common stock at any
time before or after the completion of the merger.

DILUTION OF HOST SHAREHOLDERS

Upon completion of the merger, pre-merger Host shareholders' ownership
in post-merger Host will be reduced to 75.6% of the total then outstanding
Host shares. Select shareholders will own 24.4% of the total then
outstanding Host shares. Following the merger, Select shareholders will
own 32.3% of the outstanding common stock of Host.

THE BENEFITS OF THE MERGER MAY NOT BE REALIZED

Host and Select entered into the merger agreement with the expectation
that the merger will result in certain benefits for the shareholders of
both companies, including strengthening Host's relationship with its
clients by being able to offer Select's services, a value-added service for
potential clients setting Host apart from the competition. There is no
assurance that any of the benefits will be realized.

THE MERGER COULD ADVERSELY AFFECT COMBINED FINANCIAL RESULTS

If the benefits of the merger do not exceed the costs associated with
the merger, including any dilution to shareholders resulting from the
merger, the combined financial results of Host and Select, including
earnings per share, could be adversely affected. Specifically, Host and
Select expect to incur direct transaction costs of approximately $150,000
in connection with the merger.

-15-

THE MARKET PRICE OF HOST COMMON STOCK MAY DECLINE AS A RESULT OF THE MERGER

The market price of Host common stock may decline as a result of the
merger if:

* Host does not achieve the perceived benefits of the merger as
rapidly or to the extent anticipated by financial or industry
analysts; or
* the effect of the merger on Host's financial results is not
consistent with the expectations of financial or industry
analysts.

HOST DID NOT OBTAIN A FAIRNESS OPINION OR INDEPENDENT EVALUATION

Host has not obtained a fairness opinion with respect to the fairness
of the transaction to the Host shareholders. Accordingly, the Host
shareholders have no independent evaluation of the fairness of the number
of shares to be issued to Select.

THE PRINCIPAL OFFICERS AND SHAREHOLDERS OF SELECT MAY SIGNIFICANTLY
INFLUENCE MATTERS TO BE VOTED ON BY SHAREHOLDERS FOLLOWING THE MERGER

The executive officers, directors and 5% shareholders of Select
currently beneficially own approximately 81% of the outstanding shares of
common stock of Select, and after the merger will beneficially own
approximately 28% of the outstanding shares of Host common stock.
Accordingly, they will have significant influence in determining the
outcome of any corporate transaction or other matter submitted to the
shareholders for approval, including the election of directors, mergers,
consolidations and the sale of all or substantially all of our assets, and
also the power to prevent or cause a change in control. The interests of
these shareholders may differ from the interests of the other shareholders.

YOU MAY EXPERIENCE SUBSTANTIAL DILUTION AS A RESULT OF HOST'S ABILITY TO
ISSUE SUBSTANTIAL AMOUNTS OF ADDITIONAL SHARES WITHOUT SHAREHOLDER APPROVAL

Following the merger, Host will have an aggregate of approximately
77,829,853 shares of common stock authorized but unissued. Although there
are no present plans, agreements, commitments or undertakings with respect
to the issuance of additional shares, or securities convertible into any
such shares, any shares issued would further dilute the percentage
ownership held by the public shareholders.

THE MARKET PRICE OF HOST SHARES MAY EXPERIENCE PRICE AND VOLUME
FLUCTUATIONS

Broad market fluctuations may adversely affect the market price of
Host common stock. The stock market has, from time to time, experienced
extreme price and volume fluctuations.

The market price of Host common stock could be subject to significant
fluctuations due to a variety of factors, including:

* public announcements concerning Host or its competitors;
* fluctuations in operating results;
* introductions of new products or services by Host or its
competitors; and

-16-

* changes in analysts' earnings estimates.

In the past, companies that have experienced volatility in the market
price of their stock have been the object of securities class action
litigation. If Host were the object of securities class action litigation,
it could result in substantial costs and a diversion of Host's management's
attention and resources and have a material adverse effect on Host
business, results of operation and financial condition.

FUTURE SALES OF SHARES OF HOST COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK
PRICE

If shareholders sell substantial amounts of Host common stock,
including shares issuable upon the exercise of outstanding options and
warrants in the public market, the market price of Host common stock could
fall. These sales also might make it more difficult for Host to sell equity
securities in the future at a time and price that Host deems appropriate.
Persons who may be deemed to be affiliates of either Host or Select include
individuals or entities that control, are controlled by, or are under
common control of either Host or Select and may include some of the
officers, directors, or principal shareholders of Host or Select.
Affiliates may not sell their shares of common stock acquired in connection
with the merger except pursuant to:

* an effective registration statement under the Securities Act
covering the resale of those shares;
* an exemption under paragraph (d) of Rule 145 under the Securities
Act; or
* another applicable exemption under the Securities Act.

-17-

COMPARATIVE PER SHARE DATA

The following table sets forth unaudited data concerning the net
income (loss) and book value per share for Host and Select on a historical
basis and on a pro forma combined basis after giving effect to the merger:

HOST COMMON STOCK: YEAR ENDED
JUNE 29, 2001
-------------

Net income (loss) per share:
Historical . . . . . . . . . . . . . . . $(.03)
Pro forma combined . . . . . . . . . . . $ .07
Book value per share at end of period:
Historical . . . . . . . . . . . . . . . $2.48
Pro forma combined . . . . . . . . . . . $2.41

SELECT COMMON STOCK: SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2001 DECEMBER 31, 2000
------------- -----------------

Net income (loss) per share:
Historical . . . . . . . . . . . . . . . $ .25 $(.05)
Pro forma combined . . . . . . . . . . . $ .03 $(.11)
Book value per share at end of period:
Historical . . . . . . . . . . . . . . . $ .99 $ .74
Pro forma combined . . . . . . . . . . . $2.41 $1.99

Shares used in computing the net loss per share data have been derived
from each company's historical weighted average shares outstanding for the
historical data and adjusted to give effect to the ratio of the shares
issuable to each company's shareholders as of the merger for the pro forma
combined data. Book value data was derived from each company's historical
book value at the end of the period and applied to the ratio of the shares
issuable to each company's shareholders at the merger date for the
historical data and adjusted to reflect the effect of the merger.

-18-

MARKET PRICE INFORMATION

HOST MARKET PRICE DATA

Host's common stock is quoted on the Nasdaq SmallCap Market under the
symbol "CAFE." The following table sets forth the high and low sales price
as reported by the Nasdaq SmallCap Market for the Host common stock for the
periods indicated.

2001 2000
---------------- ---------------
High Low High Low
-------------------------------------------
First Quarter $5.38 $4.19 $3.38 $2.00
Second Quarter $5.00 $2.28 $4.38 $3.06
Third Quarter $3.44 $2.13 $5.38 $3.43
Fourth Quarter $4.25 $2.71 $5.75 $3.88

Host's warrants to purchase common stock are quoted on the NASDAQ
Small Cap Market System under the symbol "CAFEW". The following table sets
forth the range of high and low sales prices for each period indicated.

2001 2000
---------------- ---------------
High Low High Low
-------------------------------------------
First Quarter $1.31 $0.88 $0.56 $0.25
Second Quarter $1.13 $0.38 $0.90 $0.38
Third Quarter $0.81 $0.38 $1.34 $0.75
Fourth Quarter $0.95 $0.45 $1.31 $0.88

Host had approximately 672 shareholders of record as of [ ], 2001.
Host has not declared or paid any cash dividends on its common stock and
presently intends to retain its future earnings, if any, to fund the
development and growth of its business and, therefore, does not anticipate
paying any cash dividends in the foreseeable future.

SELECT MARKET PRICE DATA

There is no trading market in the common stock of Select.

As of [ ], 2001, Select had 26 shareholders.

RECENT CLOSING PRICES

On April 2, 2001, the last trading day before announcement of the
signing of the letter of intent regarding the merger, the closing price per
share of Host common stock on the Nasdaq SmallCap Market was $2.53. On
March 27, 2001, five business days before announcement of the signing of
the letter of intent, the closing price per share of Host common stock on
the Nasdaq SmallCap Market was $3.25. On [ ], 2001, the latest
practicable trading day before the printing of this proxy statement, the
closing prices per share of Host common stock on the Nasdaq SmallCap Market
was $[ ].

-19-

Because the market price of Host common stock is subject to
fluctuation, the market value of the shares of Host common stock that
holders of Select common stock will receive in the merger may increase or
decrease prior to and following the merger. We urge shareholders to obtain
current market quotations for Host common stock. No assurance can be given
as to the future prices or markets for Host common stock.

-20-

THE HOST ANNUAL MEETING

GENERAL

We are furnishing this proxy statement to holders of Host America
Corporation common stock and Series A preferred stock in connection with
the solicitation of proxies by the Host board of directors for use at the
annual meeting of shareholders of Host to be held on [ ], 2001, and
at any adjournment or postponement thereof.

This proxy statement is first being furnished to Host shareholders on
or about [ ], 2001.

DATE, TIME AND PLACE

The annual meeting will be held on [ ], 2001 at [ ] a.m.,
local time, at [ ], Hamden, Connecticut [ ].

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the annual meeting and any adjournment or postponement of the
annual meeting, Host shareholders will be asked:

1. To approve the merger and issuance of shares of Host common stock
to shareholders of Select, an Oklahoma corporation, and related
transactions pursuant to the merger agreement dated as of October 26,
2001 by and among Host and Select pursuant to which Select will merge with
Host Merger Corp ("HMC"), a Colorado corporation and wholly-owned
subsidiary of Host. A vote in favor of the merger will also be a vote in
favor of the election of Tammi Didlot to serve on the board of directors as
a Class II director, until the 2002 annual meeting of shareholders.

2. To elect two Class I directors to serve for the next three years.

3. To ratify the selection of DiSanto Bertoline & Company, P.C. as
independent auditors of Host for the year ending June 28, 2002.

4. To transact such other business as may properly come before the
annual meeting or any adjournment or postponement thereof.

RECORD DATE

Host's board has fixed the close of business on [ ], 2001 as the
record date for determination of Host shareholders entitled to notice of
and to vote at the annual meeting.

VOTING OF PROXIES

We request that Host shareholders complete, date and sign the
accompanying proxy and promptly return it in the accompanying envelope or
otherwise mail it to Host. Brokers holding

-21-

shares in "street name" may vote the shares only if the shareholder
provides instructions on how to vote. Brokers will provide directions on
how to instruct the broker to vote the shares. All properly executed
proxies that Host receives prior to the vote at the annual meeting, and
that are not revoked, will be voted in accordance with the instructions
indicated on the proxies or, if no direction is indicated, "FOR" the merger
agreement and the other proposals. Other than the proposals listed above,
Host's board does not currently intend to bring any other business before
the annual meeting and, so far as Host's board knows, no other matters are
to be brought before the annual meeting. If other business properly comes
before the annual meeting, the proxies will vote in accordance with their
own judgment.

Shareholders may revoke their proxies at any time prior to its use:

(1) by delivering to the Secretary of Host a signed notice of
revocation or a later-dated, signed proxy; or

(2) by attending the annual meeting and voting in person.

Attendance at the annual meeting does not in itself constitute the
revocation of a proxy.

VOTES REQUIRED

As of the close of business on [ ], 2001, there were 1,470,147
shares of common stock and 700,000 shares of Series A preferred stock
outstanding and entitled to vote. The holders of a majority of the
outstanding shares of Host common stock and Series A preferred stock
entitled to vote must approve the merger proposal. The two nominees for
director receiving the most votes for election will be elected director,
provided that a quorum is present. The proposal to ratify the selection of
the independent auditors will be approved if the votes cast in favor of the
proposal exceed the votes cast against it, again provided that a quorum is
present.

As of [ ], 2001, directors and executive officers of Host
beneficially owned an aggregate of 1,065,749 shares of Host stock or
approximately 49% of the shares of Host voting stock outstanding on such
date. The directors and executive officers of Host have indicated their
intention to vote their shares of Host common stock and Series A preferred
stock in favor of the proposals submitted for approval to the Host
shareholders. As of [ ], 2001, directors and executive officers of
Select owned 46,400 shares of Host common stock, and intend to vote their
shares in favor of the proposals.

QUORUM; ABSTENTIONS AND BROKER NON-VOTES

The required quorum for the transaction of business at the annual
meeting is holders, present or by proxy, of a majority of the shares of
Host common stock and Series A preferred stock issued and outstanding on
the record date. Abstentions and broker non-votes each will be included in
determining the number of shares present and voting at the meeting for the
purpose of determining the presence of a quorum. Abstentions and broker
non-votes will not be voted for the proposals and will have the same effect
as shares voted against the merger proposal. Abstentions and broker non-
votes will have no effect on the election of directors or the proposal to
approve the selection of the independent auditors. Brokers holding shares
for beneficial owners cannot vote on the actions proposed in this proxy
statement without the owners' specific

-22-

instructions. Accordingly, Host shareholders are urged to return the
enclosed proxy card marked to indicate their vote.

SOLICITATION OF PROXIES AND EXPENSES

Host will bear its own expenses in connection with the solicitation of
proxies for its annual meeting of shareholders, including printing and
filing costs and expenses incurred in connection with this proxy statement.

In addition to solicitation by mail, the directors, officers and
employees of Host may solicit proxies from their respective shareholders by
telephone, facsimile or in person. Brokerage houses, nominees, fiduciaries
and other custodians will be requested to forward soliciting materials to
beneficial owners and will be reimbursed for their reasonable expenses
incurred in sending proxy materials to beneficial owners.

BOARD RECOMMENDATION

The Host board has determined that the merger and related transactions
are advisable and fair to, and in the best interests of, Host and its
shareholders. Accordingly, the board unanimously has approved the merger
and unanimously recommends that shareholders vote "FOR" approval of the
merger. Furthermore, Host's board believes that proposals 2 and 3 are also
in the best interests of Host and its shareholders and recommends that
shareholders vote "FOR" approval of these proposals.

The matters to be considered at the annual meeting are of great
importance to Host shareholders. Accordingly, Host shareholders are urged
to read and carefully consider the information presented in this proxy
statement, and to complete, date, sign and promptly return the enclosed
proxy in the enclosed postage-paid envelope.

PROPOSAL 1
----------

THE MERGER

This section of the proxy statement describes material aspects of the
proposed merger. While we believe that the description covers the material
terms of the merger and the related transactions, this summary may not
contain all of the information that is important to Host shareholders.
Shareholders should read the entire merger agreement and the other
documents we refer to carefully and in their entirety for a more complete
understanding of the merger.

The following discussion of the background of the merger and the
parties' reasons for the merger and the potential benefits that could
result from the merger contains forward-looking statements that involve
risks and uncertainties. Readers are cautioned not to place undue reliance
on these forward-looking statements. The actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth under "Risk Factors."

-23-

BACKGROUND OF THE MERGER

During 2000, Host began using Select's employment screening services
and management developed a good working relationship with the management of
Select. During November 2000, Roger Lockhart, the sole director of Select,
mentioned to Geoffrey Ramsey, the President, CEO and a director of Host
that Select was interested in expanding its business to a wider client
base. Mr. Ramsey discussed the possibility of acquiring Select with Host
management and management determined that the services offered by Select
would help enhance the package of services Host currently offers its
clients and would potentially help Host compete to acquire new clients. On
March 8, 2001, the board of directors approved a merger between Host and
Select. On March 16, 2001, Host entered into a Letter of Intent ("LOI")
with Select and Select shareholders. The LOI provides for the acquisition
by Host of all of the outstanding shares of Select in consideration for the
issuance to the sellers of up to 700,000 shares of Host "restricted" common
stock.

REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

The decision by Host's board to approve the merger was based on
several potential benefits of the merger that it believes will contribute
to the success of the combined company and maximization of shareholder
value. These potential benefits include:

* Select is a service business serving similar clients, businesses
and schools;

* The strategic fit of Host and Select with the belief that the
merger has the potential to enhance shareholder value through
synergies resulting from combining the two companies
complementary strengths and assets;

* The expected tax free treatment of the merger for U.S. federal
income tax purposes; and

* With the acquisition of Select, Host will be able to offer
current and potential clients a value-added service which will
strengthen Host's business relationship.

Host's board reviewed a number of factors in evaluating the merger,
including, but not limited to, the following:

* historical information concerning Host's and Select's respective
businesses, financial performance and condition, operations,
technology and management;

* management's view of the financial condition, results of
operations and businesses of Host and Select before and after
giving effect to the merger and the board's determination of the
merger's effect on shareholder value;

* current financial market conditions and historical market prices,
volatility and trading information;

* the consideration Select's shareholders will receive in the
merger in light of comparable merger transactions;

-24-

* the belief that the terms of the merger agreement are reasonable;

* the impact of the merger on Host's customers and employees; and

* results of the due diligence investigation conducted by Host's
management, accountants, financial advisors and counsel.

The Host board also identified and considered a number of potentially
negative factors in its deliberations concerning the merger including the
following:

* the risk that the potential benefits of the merger may not be
realized;

* the level of dilution to be experienced by Host shareholders;

* the possibility that the merger may not be consummated, even if
approved by Host's and Select's shareholders; and

* other applicable risks described in this proxy statement under
"Risk Factors."

Host's board concluded, however, that, on balance, the merger's
potential benefits to Host and its shareholders outweighed the associated
risks. The discussion of the information and factors considered by Host's
board reflects all material factors considered by the board. In view of the
variety of factors considered in connection with its evaluation of the
merger, Host's board did not find it practicable to, and did not quantify
or otherwise assign relative weight to, the specific factors considered in
reaching its determination.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Upon consummation of the merger, it is anticipated that the directors
and officers of Host and their affiliates will beneficially own
approximately 37% of the then outstanding shares of Host common stock and
Series A preferred stock, calculated on the basis set forth under the
heading "Securities Ownership of Certain Beneficial Owners and Management."
The current directors and executive officers of Host before the merger will
remain the directors and executive officers of Host after the merger with
Select. In addition, the merger agreement provides that Tammi Didlot the
current President of Select will remain as the President of Select as a
subsidiary of Host, after the merger. Furthermore, Ms. Didlot will be
nominated and appointed as a director of Host following the merger. Mr.
Lockhart, the sole director of Select, currently holds 46,400 shares of
Host common stock and 56,400 publicly-traded warrants to purchase common
stock and will own 392,330 shares of Host common stock after the merger.
Mr. Lockhart is a registered representative of ViewTrade Securities, Inc.,
a registered broker-dealer. ViewTrade may or may not make a market in the
Host common stock following the merger.

EMPLOYMENT AND NON-COMPETITION AGREEMENTS

Pursuant to the terms of the merger agreement, Tammi Didlot, the
current President of Select shall execute an employment agreement for a
period of three years with Host. The agreement will provide that Ms.
Didlot will serve as the President of Select, as a subsidiary of

-25-

Host, following the merger. She will be paid an initial annual salary of
$82,420. Ms. Didlot will also receive benefits according to the benefit
programs available to Host's senior management. Pursuant to the terms of
her employment agreement, she will be eligible to receive bonuses to be
paid in shares of Host's common stock and cash. The employment agreement
requires Ms. Didlot to maintain the confidentiality of company secrets and
contains a one-year non-competition provision applicable from the date of
termination or three years from the date of the employment agreement,
whichever is longer, to any company located within 150 miles of any account
that Select provided services to or solicited. A copy of Ms. Didlot's
employment agreement is attached as Appendix B.

Furthermore, the pre-merger director of Select, Roger Lockhart, will
enter into a non-competition agreement with Host which generally provides
that he will maintain the confidentiality of company secrets and contains
a one-year non-competition provision from the date of the agreement to any
company located within the United States which offers pre-employment
screening services. A copy of Mr. Lockhart's non-competition agreement is
attached as Appendix C.

NO OPINION OF FINANCIAL ADVISOR

Based on management's belief that the merger is fair to all
shareholders and in their best interests, Host has not obtained a fairness
opinion from any financial adviser or consultant. Management determined
that neither a formal fairness opinion, nor a valuation of Host or Select
was necessary.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal
income tax consequences of the proposed merger. This summary does not
purport to be complete and does not address the tax consequences to holders
that are subject to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies, foreign
entities, nonresident alien individuals, broker-dealers and tax-exempt
entities. The discussion is based upon the Code, and related Treasury
regulations and proposed regulations, court decisions and current
administrative rulings and pronouncements of the Internal Revenue Service,
all of which are subject to change, possibly with retroactive effect. The
discussion does not encompass the effects of the tax laws (whether income,
property, transfer or other forms of tax laws) of any jurisdiction (e.g.,
states, municipalities or foreign countries) other than U.S. federal income
tax laws. Host shareholders are advised to consult their own tax advisors
regarding the federal income tax consequences of the proposed merger in
light of their personal circumstances and consequences under state, local
and foreign tax laws.

The merger of Select into HMC is intended by the parties thereto to
qualify as a nontaxable reorganization under Section 368(a)(1)(A) of the
Code. The pre-merger Host shareholders should not recognize gain or loss
as a result of the merger, as such shareholders will hold the same Host
shares after the merger as such shareholders held prior to such merger.
The adjusted bases and holding periods of the Host shares held by the pre-
merger Host shareholders should also be unaffected by the merger.

-26-

In the event that the merger qualifies as a nontaxable reorganization,
neither Host, HMC nor Select should recognize any gain or loss as a result
of the merger.

In the event that the merger does not qualify as a nontaxable
reorganization, then: (a) Select could be treated as transferring all of
its assets, subject to the assumption of all of its liabilities, to Host or
HMC in exchange for Host shares in a transaction that is treated as a
taxable exchange; and (b) Host could be treated as contributing all of the
assets of Select, subject to the assumption of all the liabilities of
Select, to HMC in a transaction that may result in taxable income to Host;
or (c) HMC could be treated as transferring Host shares to Select in
exchange for all of the assets of Select, subject to the assumption of all
the liabilities of Select, in a transaction that may result in taxable
income to HMC.

THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. BECAUSE
THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES DISCUSSED ABOVE DEPEND
UPON EACH SHAREHOLDER'S PARTICULAR TAX STATUS, AND DEPEND FURTHER UPON
FEDERAL INCOME TAX LAWS, REGULATIONS, RULINGS AND DECISIONS WHICH ARE
SUBJECT TO CHANGE (WHICH CHANGES MAY BE RETROACTIVE IN EFFECT), EACH
SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR FOR A COMPLETE
DESCRIPTION OF THE TAX CONSEQUENCES TO THE SHAREHOLDER BASED UPON EACH
SHAREHOLDER'S PARTICULAR CIRCUMSTANCES.

ANTICIPATED ACCOUNTING TREATMENT

The merger is expected to be accounted for using the purchase method
of accounting in accordance with generally accepted accounting principles.
Host will be deemed the acquiror for accounting and financial reporting
purposes. Accordingly, future historical financial statements of the
combined entity, assuming consummation of the transactions contemplated
hereby, will be those of Host prior to the merger and include Select only
from the date of the merger. A final determination of required purchase
accounting adjustments and the fair value of Select's assets and
liabilities has not yet been made. Accordingly, the purchase accounting
adjustments made in connection with the development of the unaudited pro
forma combined financial statements appearing elsewhere in this proxy
statement are preliminary and have been made solely for purposes of
developing such pro forma financial information to comply with disclosure
requirements of the Securities and Exchange Commission. See "Summary
Unaudited Pro Forma Combined Financial Data."

RESTRICTIONS ON SALE OF SHARES BY AFFILIATES OF HOST AND SELECT

The shares of Host common stock to be issued in connection with the
merger will not be registered under the Securities Act and will not be
freely transferable under the Securities Act. Persons who may be deemed to
be affiliates include individuals or entities that control, are controlled
by, or are under common control of either Host or Select and may include
some of the officers, directors, or principal shareholders of Host or
Select. Affiliates may not sell their shares of Host common stock acquired
in connection with the merger except pursuant to:

* an effective registration statement under the Securities Act
covering the resale of those shares;

-27-

* an exemption under paragraph (d) of Rule 145 under the Securities
Act; or

* another applicable exemption under the Securities Act.

OPERATIONS FOLLOWING THE MERGER

Following the merger, Select will operate as a wholly owned subsidiary
of Host. Both Host and Select will continue to pursue their respective
businesses in a manner consistent with their operations prior to the
merger. Upon consummation of the merger, it is anticipated that the boards
of directors and management of Host will remain unchanged, except that Ms.
Didlot will be nominated and appointed as a Class II director of Host and
will remain as President of Select following the merger. The shareholders
of Select will become shareholders of Host, and their rights as
shareholders will be governed by Host's certificate of incorporation and
bylaws and the laws of the State of Colorado.

NO DISSENTERS' RIGHTS

In certain corporate transactions, shareholders who disagree with the
proposed corporate action are granted the statutory right to dissent from
the action and to have the fair value of their shares of the company's
stock determined and paid such value in lieu of maintaining their share
ownership. Under Colorado law, the merger referenced herein does not
afford any Host shareholder the right to dissent and obtain payment of the
fair value of his or her Host shares.

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THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the
merger agreement, a copy of which is attached as Appendix A to this proxy
statement and incorporated herein by reference. We urge you to read the
merger agreement in its entirety for a more complete description of the
merger.

THE MERGER

The merger will be carried out pursuant to the terms of the merger
agreement. Under the terms of the merger agreement, HMC, a Colorado
corporation and a wholly-owned subsidiary of Host, will merge with and into
Select. Following the merger, HMC will be the surviving corporation and
will change its name to Selectforce, Inc. The merger will take place
following approval and adoption of the merger by the Host shareholders and
the Select shareholders and the satisfaction or waiver of the other
conditions of the merger.

EFFECTIVE TIME

At the closing of the merger, the parties will cause the merger to
become effective by filing certificates of merger with the Secretary of
State of the States of Colorado and Oklahoma. Host and Select are working
toward completing the merger as soon as possible and hope to complete the
merger during the second quarter of Host's fiscal year 2002. Because the
merger is subject to a number of conditions, however, we cannot predict the
exact timing. If the merger is not consummated by December 31, 2001, the
merger agreement may be terminated by either party.

CONVERSION OF SECURITIES

At the effective time, Select shareholders will receive as purchase
price consideration an aggregate of 700,000 shares of Host "restricted"
common stock.

Each issued and outstanding share of Host stock will not be affected
by the merger and will represent one share of Host stock after the merger.

EXCHANGE OF STOCK CERTIFICATES

At the effective time of the merger, Select stock will be cancelled
and Select shareholders will receive instruments representing ownership of
Host common stock. Select shareholders will deliver to Host at closing the
certificates representing the shares of Select stock owned, fully endorsed
in blank by the shareholder or accompanied by blank stock powers.

Host shareholders will not exchange their stock certificates in
connection with the merger.

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REPRESENTATIONS AND WARRANTIES

Select and Host each made a number of customary representations and
warranties in the merger agreement about their authority to enter into the
merger agreement and to consummate the other transactions contemplated by
the merger agreement and about aspects of their business, financial
condition, structure and other facts pertinent to the merger, including,
among others:

* due organization, qualification to do business and good standing
of each of Select and Host;

* capital structure of each of Select and Host;

* the authorization, execution, delivery and enforceability of the
merger agreement and related documents, the consummation of the
transactions contemplated by the merger agreement and related
documents;

* conflicts under charters or bylaws, required consents or
approvals and violations of any instruments or law;

* documents and financial statements filed with the SEC or provided
and the accuracy of information contained therein;

* the absence of undisclosed liabilities;

* the absence of certain material adverse events or changes;

* litigation;

* governmental authorization; and

* material contracts and commitments.

The representations and warranties in the merger agreement are
complicated and not easily summarized. We urge shareholders to read
carefully the articles in the merger agreement entitled "Representations
and Warranties of Selectforce Concerning Selectforce" and "Representations
and Warranties of Host and HMC."

CERTIFICATE OF SELECT SHAREHOLDERS

The merger agreement provides that prior to the closing, Select shall
obtain in writing a certificate from each Select shareholder representing
and warranting the following:

* all action on the part of the individual shareholder necessary
for the authorization, execution and delivery of the merger
agreement has been taken;

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* each shareholder owns and is transferring to Host, good, valid
and marketable title to the Select shares and there are no
outstanding options, warrants or rights to acquire any of the
shares;

* the Host common stock will be acquired for investment and not
with a view to the resale or distribution of the stock;

* each shareholder has received and had the opportunity to review
the reports filed by Host with the Securities and Exchange
Commission;

* each shareholder understands that the Host common stock to be
received in the merger is "restricted" as defined under the
Securities Act of 1933; and

* there are no voting trusts, proxies or other voting agreements
with respect to the voting of the capital stock of Select.

CERTAIN COVENANTS

COVENANTS OF SELECT

ACCESS AND COOPERATION. The merger agreement provides that Select
will allow the officers and authorized representatives of Host and HMC
access to all sites, properties, books and records of Select and will
furnish such other data to Host and HMC as they may reasonably request.

CONDUCT OF BUSINESS. Pursuant to the merger agreement, Select has
agreed that, during the period from the date of the merger agreement until
the effective time, except as contemplated by the merger agreement, it will
conduct its operations in the ordinary and usual course of business
consistent with its business plan and seek to preserve intact its current
business organization, perform all of its obligations under agreements
relating to or affecting its assets, properties or rights, seek to keep
available the service of its current officers and employees, maintain its
properties and facilities in good working order, maintain or reduce present
salaries and commission levels and seek to preserve its relationships with
customers, suppliers and others it has business dealings with. Host and
Select further agreed that prior to the effective time, Select would not,
without the prior written consent of Host:

* amend its certificates of incorporation or bylaws;

* authorize for issuance, issue, sell, deliver or agree or commit
to issue, sell or deliver any stock of any class or any other
securities convertible into or exchangeable for any stock or any
equity equivalents;

* declare, set aside or pay any dividend or other distribution in
respect of its capital stock; or redeem, repurchase or otherwise
acquire any of its securities;

* sell, assign, lease or transfer any property or equipment except
in the normal course of business;

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* adopt a plan of merger or consolidation;

* waive any material rights or claims of Select;

* commit a breach or amend or terminate any material documents or
right; and

* enter into any transaction outside the ordinary course of
business.

NO SOLICITATION. The merger agreement provides that, from the date of
the merger agreement until the termination thereof, Select will not, nor
will it authorize or permit any officer, director or employee or
representative of Select to, directly or indirectly:

* solicit, initiate or encourage the submission of any business
combination proposal, or

* participate in any discussions or negotiations regarding, or
furnish to any person any non-public information with respect to
the company, or take any other action to facilitate, any merger
or acquisition proposal or any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead
to, any acquisition proposal.

NOTIFICATION OF CERTAIN MATTERS. Select shall provide Host with
prompt notice of the occurrence or non-occurrence of any event which would
cause any representation or warranty made by Select in the merger agreement
or elsewhere to be untrue or inaccurate in any material respect. Select
shall also notify Host of any material failure to comply with or satisfy
any covenant, condition or agreement pursuant to the merger agreement.

FINAL FINANCIAL STATEMENTS. Prior to closing, Select shall provide
Host with unaudited balance sheets as of the end of all months following
December 31, 2000 and the unaudited statements of income and cash flows
for all months ended after December 31, 2000, disclosing no material
adverse change in the financial condition or the results of Select's
operations from the financial statements as of December 31, 2000.

COVENANTS OF HOST

COOPERATION. Host will cooperate with Select, its representatives and
counsel in the preparation of any documents which may be required in
connection with the merger agreement or necessary to complete the merger.

NOTIFICATION OF CERTAIN MATTERS. Host shall provide Select with
prompt notice of the occurrence or non-occurrence of any event which would
cause any representation or warranty made by Host in the merger agreement
or elsewhere to be untrue or inaccurate in any material respect. Host
shall also notify Select of any material failure to comply with or satisfy
any covenant, condition or agreement pursuant to the merger agreement.

NO SOLICITATION. The merger agreement provides that, from the date of
the merger agreement until the termination thereof, Host will not, nor will
it authorize or permit any officer, director or employee or representative
of Host to, directly or indirectly:

-32-

* solicit, initiate or encourage the submission of any business
combination proposal, or

CONDITIONS TO COMPLETION OF THE MERGER

Host's and Select's respective obligations to complete the merger and
the related transactions are subject to approval of the merger agreement
and the merger by Host's and Select's shareholders as well as the prior
satisfaction or waiver (if permitted by applicable law) of each of the
conditions described below before completion of the merger.

CONDITIONS TO OBLIGATIONS OF HOST

The obligation of Host to complete the merger is also subject to the
following additional conditions:

* the representations and warranties of Select in the merger
agreement shall be true and correct in all material respects when
made and on and as of the effective time, except for changes
contemplated by the merger agreement, with the same force and
effect as if made on and as of the effective time;

* all actions, proceedings, instruments and documents required to
carry out the merger agreement and all other related legal
matters shall be satisfactory to Host and to counsel;

* no action before a court or other governmental agency shall have
been instituted or threatened to restrain or prohibit the merger
and no governmental agency shall have taken any other action as
a result of which Host deems it inadvisable to proceed with the
merger;

* all necessary consents of and filings with any governmental
agency shall have been obtained;

* Select shall deliver to Host a certificate issued by the
Secretary of State of Oklahoma that Select is in good standing;

* no event or circumstance constituting a material adverse change
with respect to Select shall have occurred;

* the president of Select shall deliver to Host the officer's
certificate;

-33-

* Host shall receive incumbency certificates from Select certifying
the names, titles and signatures of the officers authorized to
execute merger related documents on behalf of Select;

* Host shall have obtained a release of each of the officers and
directors of Select related to all matters involving Select;

* Tammi Didlot shall have executed an employment agreement for
three years with Host and the director of Select, Roger Lockhart,
shall have executed a non-competition agreement; and

* Host shall have received a legal opinion from counsel to Select
in form and substance reasonably acceptable to Host and its
counsel.

CONDITIONS TO OBLIGATIONS OF SELECT

The obligation of Select to complete the merger is also subject to the
following additional conditions:

* the representations and warranties of Host in the merger
agreement shall have been true and correct in all material
respects when made on and as of the effective date, with the same
force and effect as if made on and as of the effective date;

* Host shall have performed or complied in all material respects
with all agreements and covenants required by the merger
agreement;

* no action before a court or other governmental agency shall have
been instituted or threatened to restrain or prohibit the merger
and no governmental agency shall have taken any other action as
a result of which Select deems it inadvisable to proceed with the
merger;

* all necessary consents of and filings with any governmental
agency shall have been made, including the filing of this proxy
statement with the Securities and Exchange Commission;

* Select and Select shareholders shall receive incumbency
certificates from Host certifying the names, titles and
signatures of the officers authorized to execute merger related
documents on behalf of Host;

* there shall not have occurred any event, effect or change that
has or would be expected to have a material adverse effect on
Host;

* Select shall have received a legal opinion from counsel to Host
in form and substance reasonably acceptable to Select and its
counsel; and

-34-

* Select shall have been provided with a certificate executed on
behalf of Host by the president to the effect that certain
conditions contained in the merger agreement have been satisfied.

ADDITIONAL AGREEMENTS

Host and Select have mutually agreed to use reasonable best efforts to
do all things necessary or advisable to consummate the transactions
contemplated by the merger agreement including the completion and delivery
of each parties disclosure letter. The parties have further agreed that
the initial press release in connection with the merger agreement will be
reviewed by Select and Host will consult Select with respect to all
subsequent press releases with respect to the merger agreement. Host has
also agreed to form HMC, to pay all expenses related to the independent
audit of Select and to file with the Nasdaq SmallCap Market a Notification
Form for Listing Additional Shares with regards to the shares of Host
common stock issuable pursuant to the merger agreement.

TERMINATION OF THE MERGER AGREEMENT

The merger agreement may be terminated and the merger may be abandoned
at any time prior to the effective time by:

* mutual consent of Host and Select;

* either Host or Select if such party is not in material breach of
its obligations under the merger agreement and if the effective
time has not occurred by December 31, 2001, which date may be
continued for up to an additional sixty (60) days to permit
clearance by the SEC of this proxy statement. The right to
terminate the merger agreement is not available to any party if
its failure to fulfill any obligation has been a principal cause
of the failure of the effective time to occur on or before such
date of termination;

* Host if it is not in material breach of its obligations under the
merger agreement and there has been a material breach of any
representation, warranty, covenant or agreement contained in the
merger agreement on the part of Select and such breach has not
been cured as of the closing date;

* Select if it is not in material breach of its obligations under
the merger agreement and there has been a material breach of any
representation, warranty, covenant or agreement contained in the
merger agreement on the part of Host, and such breach has not
been cured as of the closing date;

* Select if the Host Disclosure Letter is not completed and
delivered to Select on or before thirty (30) days after the date
of the merger agreement or if the Host Disclosure Letter contains
information which causes Select to determine it would be
inadvisable to proceed with the merger;

* Host if the Select Disclosure Letter is not completed and
delivered to Host on or before thirty (30) days after the date of
the merger agreement or if the Select

-35-

Disclosure Letter contains information which causes Host to
determine it would be inadvisable to proceed with the merger; or

* Select on or before thirty (30) days after the date of the merger
agreement, if it determines that the merger would result in an
adverse obligation and the parties have been unable to agree to
a restructuring of the transaction.

In the event of termination of the merger agreement and the
abandonment of the merger, the merger agreement shall become void and of no
effect with no liability on the part of any party thereto (or of any of its
directors, officers, employees, agents, legal and financial advisors or
other representatives); provided, however, no such termination shall
relieve any party hereto of any liability or damages resulting from
breaches of the merger agreement or any of its representations, warranties,
covenants or agreements or in the schedules delivered by such party,
including legal and audit costs and out-of-pocket expenses.

-36-

PROPOSAL 2
----------

ELECTION OF DIRECTORS

Host's articles of incorporation, as amended, provide that the members
of our board of directors shall be divided into three classes, as nearly
equal in number as possible, with one class being elected each year.
Directors in each class are elected for three-year terms.

The two nominees for director receiving the most votes for their
election will be elected directors, assuming a quorum is present.
Abstentions and broker non-votes will have no effect on the election of
directors. Shareholders do not have the right to cumulate their votes for
directors. The persons named in the enclosed form of proxy, unless
otherwise directed therein, intend to vote such proxy "FOR" the election of
the nominees named below as a director for the term specified. If a
nominee becomes unavailable for any reason, the persons named in the proxy
are expected to vote for such nominees as are recommended by management.
Management has no reason to believe that the nominees will be unavailable
or unwilling to serve if elected to office.

The board of directors has nominated two persons for election as
director at the meeting to serve for three-year terms. The nominees are
currently serving as directors and have consented to serve for the new
terms if re-elected.

The board of directors recommends a vote "FOR" the election of each of
the nominees identified below as a director for a three-year term.

PRESENT DIRECTORS NOMINATED FOR RE-ELECTION
-------------------------------------------

DIRECTOR TERM TO
NAME AGE POSITION SINCE EXPIRE
---- --- -------- ----- ------

Patrick J. Healy 57 Director 1998 2004
John D'Antona 58 Director 1998 2004

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DIRECTORS CONTINUING IN SERVICE
-------------------------------

DIRECTOR TERM TO
NAME AGE POSITION SINCE EXPIRE
---- --- -------- ----- ------

Geoffrey W. Ramsey 51 CEO, President, 1986 2003
Treasurer and Director
David J. Murphy 44 CFO, Executive Vice 1986 2003
President and Director
Gilbert Rossomando 43 President of Lindley 2000 2003
and Director
Anne L. Ramsey 54 Secretary and Director 1986 2002
Thomas P. Eagan 58 Director 1988 2002

Biographical information regarding the nominees for election as
directors and the continuing directors of Host is set forth at pages 63 to
65 of this proxy statement. Furthermore, as described elsewhere in this
proxy statement, if shareholders approve Proposal 1, Tammi Didlot, the
President of Select, will be elected to serve on the board of directors as
a Class II director until the 2002 annual meeting of shareholders.
Biographical information concerning Ms. Didlot can be found at page 64 of
this proxy statement.

PROPOSAL 3
----------

RATIFICATION OF SELECTION OF DISANTO BERTOLINE & COMPANY, P.C.
AS INDEPENDENT AUDITORS FOR 2002

The audit committee of the board of directors has, subject to
shareholder ratification, reappointed the firm of DiSanto Bertoline &
Company, P.C. as independent auditors to examine the books of Host and its
subsidiaries for the year ending June 28, 2002, and to report on the
consolidated balance sheets, statements of income and other related
statements of Host and its subsidiaries. Representatives of DiSanto
Bertoline & Company, P.C., expect to be present at the meeting, will have
an opportunity to make a statement if they desire to do so and are expected
to be available to respond to questions posed by the shareholders.
Ratification of the reappointment of DiSanto Bertoline & Company, P.C.
requires the affirmative vote of a majority of the shares of common stock
and preferred stock voting on such matter. Abstentions and shares held by
a broker, as nominee, that are not voted on this matter will not be
included in determining the number of votes cast.

The board of directors recommends a vote "FOR" approval of the
proposal to ratify the selection of DiSanto Bertoline & Company, P.C. as
Host's independent auditors for 2002.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES

Aggregate fees, including out-of-pocket expenses, for professional
services rendered by DiSanto Bertoline & Company, P.C. in connection with
the audit of Host's

-38-

consolidated financial statements as of and for the year ended June 29,
2001 and the limited reviews of Host's quarterly unaudited condensed
consolidated interim financial statements during 2001 were $45,100.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the year ended June 29, 2001, DiSanto Bertoline & Company, P.C.
rendered no professional services to Host in connection with the design and
implementation of financial information systems.

ALL OTHER FEES

In addition to the audit fees described above, aggregate fees,
including out-of-pocket expenses, of $97,005 were paid to DiSanto Bertoline
& Company, P.C. during the year ended June 29, 2001, consisting of the
following non-audit professional services: 8-K, S-3 and S-8 filings
($21,090); Lindley acquisition and Select transaction ($59,695); and other
non-recurring services ($16,220).

-39-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF HOST

The following review should be read in conjunction with the
consolidated financial statements and notes thereto.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

This proxy statement contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding, among
other items, Host's growth strategies, anticipated trends in our business
and our future results of operations, market conditions in the food service
industry, Host's ability to make and integrate acquisitions and the impact
of government regulation. These forward-looking statements are based
largely on our expectations and are subject to a number of risks and
uncertainties, many of which are beyond our control. Actual results could
differ materially from these forward-looking statements as a result of,
among other things:

* Host's ability to retain and renew customer contracts,

* Host's need to finance clients' equipment and initial start-up
costs,

* Host's dependence on building owners' ability to retain clients,

* The fluctuation in food costs,

* Severe labor shortages,

* Uncertainties in the competitive bidding process,

* Host's dependence on key personnel, and

* The competition in the food service industry on a local and
national level.

In addition, the words "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," and similar expressions, as
they relate to Host, our business or our management, are intended to
identify forward-looking statements.

Host undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise after the date of this proxy statement. In light of
these risks and uncertainties, the forward-looking events and circumstances
discussed in this proxy statement may not occur and actual results could
differ materially from those anticipated or implied in the forward-looking
statements.

RECENT DEVELOPMENTS

During the fiscal year ended June 29, 2001, Host opened three new
dining facilities. We opened facilities at the American Red Cross in
Farmington, Connecticut, at Goodwill Industries in

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Bridgeport, Connecticut, and at Tellium, Inc. in Ocean Port, New Jersey.
We offer dining, catering, coffee and snack services, and vending machines
at these facilities. Host also signed food service contracts with JDS
Uniphase and Lucent Technologies during the past year. Host is currently
providing vending services to JDS Uniphase at its offices located in
Bloomfield, Connecticut. Our services at Lucent's offices in Somerset, New
Jersey, were scheduled to commence in June, but Lucent has postponed
corporate dining services. Host anticipates commencing operations at
Lucent during the second quarter of fiscal 2002.

On March 16, 2001, Host entered into a Letter of Intent with Select
with respect to the merger discussed herein. The Letter of Intent provided
for the acquisition of all of the outstanding shares of Select in
consideration for 700,000 shares of Host's "restricted" common stock. Host
is currently requesting your proxy in connection with this transaction and
the approval of the merger agreement entered into between the parties.

On August 30, 2001, Host acquired all of the assets of Contra-Pak,
Inc., a food service company based in Dallas, Texas which specializes in
shelf stable meals for programs such as "meals-on-wheels" and disaster
relief programs. Contra-Pak's assets were acquired for $146,000 in cash
and 56,911 shares of Host's "restricted" common stock. Contra-Pak's
founder and President, Mr. James Hairston, has entered into a three-year
employment agreement with Host's Lindley subsidiary.

We terminated our food service operations with the Laurel View Country
Club in Hamden, Connecticut effective October 31, 2001. After extensive
negotiations, Host and representatives from the town of Hamden, which owns
the Country Club, have been unable to structure a contract on terms
acceptable to Host and another food service company successfully bid on and
obtained the contract.

RESULTS OF OPERATIONS

FOR THE YEAR ENDED JUNE 29, 2001 ("2001 PERIOD") VS. THE YEAR ENDED JUNE
30, 2000 ("2000 PERIOD")

Net revenues for the fiscal year ended June 29, 2001 were $21,636,168
as compared to $13,019,800 for the year ended June 30, 2000. Accordingly,
revenues increased $8,616,368 or approximately 66%. The increase in net
revenues was primarily a result of increased revenues from the acquisition
of Lindley, which accounted for $7,503,518 in sales. The additional sales
increase of $1,112,850 was produced by the three new unit accounts Host
added during the second half of the year and net additional revenues from
existing facilities. Management expects to continue to increase Host's
revenues during the next fiscal year through the addition of more unit
accounts, Contra-Pak and the expansion of Host's senior feeding programs.

Gross profit rose $3,427,123, a 251% increase, for the fiscal year
ended June 29, 2001 when compared to the year ended June 30, 2000. Gross
profit as a percentage of sales increased from 11% for the year ended June
30, 2000 to 22% for the year ended June 29, 2001, primarily due to the high
margin Lindley receives on its unitized meals and as a result of changes in
product mix and improved operating controls at the unit level. Host
generated a net operating profit (before other income and expenses,
provision for income taxes, and other comprehensive loss on interest rate
swap adjustments) of $232,904 for the year ended June 29, 2001 as

-41-

compared to a net operating loss of $771,247 for the year ended June 30,
2000. Host incurred a net loss of $42,387 after provision for income taxes
of $44,500 and before other comprehensive loss on interest rate swap
adjustments of $111,568 for the year ended June 29, 2001 as compared to a
net loss of $674,051 for the year ended June 30, 2000. There was no
provision for income taxes for the year ended June 30, 2000. The
significant improvements in both operating income and significantly reduced
net after tax loss for the year ended June 29, 2001 were a direct result of
the Lindley acquisition and the continued effort by Host to reduce expenses
and maximize revenue. Host expects to continue to improve profitability
through the addition of new unit accounts, increased growth of its senior
feeding programs and the reduction of expenses generated by improved
operating efficiencies.

Selling, general and administrative expenses were $4,561,639 for the
year ended June 29, 2001 as compared to $2,138,667 for the year ended June
30, 2000, an increase of $2,422,972. Most of this increase is due to the
additional labor and operating expenses, including amortization of
goodwill, attributable to the operation of Lindley. Interest expense for
the year ended June 29, 2001 increased by $251,176 over the year ended June
30, 2000 due to the increase in debt to fund the acquisition. As discussed
in Note 1 to Host's Consolidated Financial Statements, Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations and
No. 142, Goodwill and Other Intangible Assets were issued in July 2001.
These standards change the accounting for business combinations which
include, among other things, requiring companies to stop amortizing
goodwill and certain intangible assets deemed to have indefinite useful
lives. Upon adoption of this new standard, Host will stop amortizing
goodwill, which, based on the current levels of goodwill, would reduce
amortization expense and increase net income by approximately $290,000 per
year.

FOR THE YEAR ENDED JUNE 30, 2000 ("2000 PERIOD") VS. THE YEAR ENDED
JUNE 25, 1999 ("1999 PERIOD")

Net revenues aggregated $13,019,800 for the year ended June 30, 2000,
representing an increase of $4,299,522 or 49% over the year ended June 25,
1999. Host continued an aggressive program of adding new facilities under
its food management programs as well as enhancing revenues at existing
facilities. Host added sixteen new locations during fiscal year 2000 which
accounted for approximately $3,300,000 of the overall increase. The
remaining increase of approximately $1,000,000 resulted from expansion of
food and vending items offered for sale as well as continued refining of
the mix of products sold to maximize sales per location.

Cost of sales increased $3,799,913 for the year ended June 30, 2000
when compared to the year ended June 25, 1999, representing an increase
consistent with the percentage increase in net revenues.

Selling, general and administrative expenses increased $431,178 or 25%
in fiscal year 2000 when compared to fiscal year 1999. The increase
relates primarily to the hiring of additional employees to support the
expansion of Host's operation.

-42-

LIQUIDITY AND CAPITAL RESOURCES

Host's liquidity as evidenced by its current ratio has decreased. The
current ratio at June 29, 2001 and June 30, 2000 was 1.11 and 2.67
respectively. This decline is due to the use of cash and assumption of
debt financing to fund Host's acquisition and expansion during fiscal 2001.

Cash flows provided by operations for the year ended June 29, 2001
were $641,150. This dramatic improvement in cash flows from operations was
primarily generated by Host's significant reduction of its net loss in
fiscal 2001. Cash used in investing activities of $5,022,409 was
principally due to the use of $4,912,867 to acquire Lindley. Cash provided
by financing activities of $3,020,929 was due to the increased debt to
finance the acquisition.

As discussed in Note 6 to the accompanying notes to the consolidated
financial statements, Host was not in compliance with certain covenants
contained in the Commercial Loan and Security Agreement at June 29, 2001.
The bank has waived its rights to exercise its remedies in default for
these instances of noncompliance. Host failed the covenants driven by
profitability and liquidity due to a delay in the acquisition of Lindley
and the greater than anticipated cash flow requirements associated with
that acquisition.

Cash flows used in operating activities for the year ended June 30,
2000 amounted to $461,113 primarily resulting from the net loss. Cash used
in investing activities totaled $259,507 and was primarily due to property
and equipment additions at Host's sixteen new locations. Cash flows from
financing activities amounted to a use of $149,488 primarily resulting from
the payment of currently due principal of long-term debt.

As discussed in Note 7 to the accompanying notes to the consolidated
financial statements, with regard to the term loan obtained by Host in
connection with the acquisition of Lindley, Host entered into an interest
rate swap agreement on July 31, 2000 effectively replacing variable
interest payments (LIBOR + 2.5%) with fixed interest payments (9.77%) in
order to hedge against the changes in the amount of future cash flows
associated with payments on variable rate debt. As of June 29, 2001 Host
was paying a fixed rate of 7.27% and receiving 4.06% on a notional amount
of $2,200,000. The differential paid on the interest rate swap agreement
is recognized currently as an adjustment to interest expense and totaled
$30,308 for the year ended June 29, 2001. The interest rate swap, totaling
$111,586 at June 29, 2001, is reflected as fair value in Host's
consolidated balance sheet and the related loss on this contract is
deferred in shareholders' equity (as a component of accumulated other
comprehensive loss). This deferred loss is then amortized as an adjustment
to interest expense over the same period in which the related interest
payments being hedged are recognized in income. The effect of this
accounting on Host's operating results is that the interest expense on the
portion of variable-rate debt being hedged is generally recorded based on
a fixed interest rate (9.77%).

Host sold 65,384 shares of common stock and 32,692 warrants to
purchase common stock pursuant to a private placement on June 21, 2001.
Host received a total of $212,500 as a result of this offering. The
offering price was $3.25 per unit, each unit consisting of one (1) share of
common stock and 1/2 warrant to purchase common stock. The warrants are
exercisable at $5.50 per warrant for a period of five (5) years.

-43-

On July 11, 2001, Host received a $150,000 loan from Selectforce
pursuant to the terms of a promissory note executed by the parties. The
promissory note bears interest at the rate of 9.25% per annum and is
payable in full by Host on December 28, 2001. If the note is not paid in
full by December 28, 2001, Selectforce may (i) convert the balance due into
Host "restricted" common stock at a price that is 50% of the average NASDAQ
closing stock price for the period of December 24, 2001 thru December 28,
2001; or (ii) extend the due date until June 28, 2002.

-44-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF SELECT

The following discussion of Select's financial condition and results
of operations should be read in conjunction with Select's financial
statements and notes thereto appearing elsewhere in this proxy statement.
The matters discussed in this proxy statement contain forward-looking
statements that involve risks and uncertainties. Actual results could
differ materially from those discussed herein.

RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2000 (AUDITED) COMPARED TO THE YEAR ENDED
DECEMBER 31, 1999 (UNAUDITED)

Net revenues for the fiscal year ended December 31, 2000 were
$1,748,393 as compared to $1,540,611 for the year ended December 31, 1999.
Accordingly, revenues increased $207,782 or approximately 13%. The
increase in net revenues was generated by the addition of new business as
a result of increased marketing efforts. Management expects to continue to
increase its revenues by aggressively targeting growing markets such as
school districts and larger corporate accounts. Select intends to
implement more direct mailing programs and increase its telephone
solicitation to attract new business.

Operating expenses were $1,736,964 for the year ended December 31,
2000 as compared to $1,386,191 for the year ended December 31, 1999. This
increase of $350,773 included a one-time non-cash charge of $170,311 for
stock issued as compensation to former Data Information Services employees.
The increase in operating expenses excluding this one-time charge is
$135,238 which represents a 13% increase over 1999 and is consistent with
the percentage increase in Select's revenue. Select incurred a net loss of
$40,572 after provision for income taxes of $54,000 for the year ended
December 31, 2000 as compared to net income of $122,420, after provision
for income taxes of $32,000 for the year ended December 31, 1999. The
significant decrease in net income was a direct result of the compensation
charge of $170,311 which was not immediately deductible for income taxes.
Select expects to increase future profitability through revenue growth,
improved profit margins and controlling its operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Select had working capital of $522,820 as of December 31, 2000 as
compared to $127,654 at December 31, 1999. This increase of $395,166 was
primarily the result of the cash that was received in the acquisition of
Data Information Services.

During the year ended December 31, 2000, Select loaned an officer
$140,000 at an interest rate of 7.50%. The principal of $140,000 was
repaid with interest of $2,625 on May 9, 2001.

-45-

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data is based on
the historical financial statements of Select and Host which appear
elsewhere in this proxy statement and has been prepared on a pro forma
basis to give effect to the merger under the purchase method of accounting,
as if the transaction had occurred at July 1, 2000 for each operating
period presented. The pro forma information was prepared based upon
certain assumptions described in the notes to the pro forma combined
financial data and may not be indicative of results that actually would
have occurred had the merger occurred at the beginning of the last full
fiscal year presented or of results which may occur in the future. The
unaudited pro forma combined financial data and accompanying notes should
be read in conjunction with the annual and interim financial statements and
notes thereto of Select and Host appearing elsewhere herein and
incorporated by reference into this proxy statement.

-46-

HOST AMERICA CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET
JUNE 29, 2001

ASSETS

Historical Financial Statements
-------------------------------
Host America
Corporation Pro Forma Pro Forma
and Subsidiary Selectforce, Inc. Adjustments Combined
-------------- ----------------- ----------- --------

CURRENT ASSETS
Cash and cash equivalents $ 360,077 $ 585,373 $ (70,324) $ 875,126
Accounts receivable, net 2,684,758 225,041 - 2,909,799
Inventory 567,242 - - 567,242
Prepaid expenses and other 257,562 3,600 - 261,162
------------ ------------ ------------ ------------
Total current assets 3,869,639 814,014 (70,324) 4,613,329

PROPERTY AND EQUIPMENT, net 960,580 23,568 - 984,148

OTHER ASSETS
Other assets, net 59,543 126 - 59,669
Investment in Selectforce - - - -
Goodwill, net 4,093,391 - 899,770 4,993,161
------------ ------------ ------------ ------------
Total other assets 4,152,934 126 899,770 5,052,830
------------ ------------ ------------ ------------

$ 8,983,153 $ 837,708 $ 829,446 $ 10,650,307
============ ============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Demand note payable $ 892,889 $ - $ - $ 892,889
Current portion of long-term debt 504,461 - 504,461
Accounts payable 1,597,941 - - 1,597,941
Accrued expenses 479,306 96,843 (16,000) 560,149
------------ ------------ ------------ ------------
Total current liabilities 3,474,597 96,843 (16,000) 3,555,440

LONG-TERM DEBT, less current
portion included above 1,891,891 - - 1,891,891

INTEREST RATE SWAP 111,568 - - 111,568

STOCKHOLDERS' EQUITY
Preferred stock 700 700
Common stock 1,413 7,487 (6,787) 2,113
Additional paid-in capital 8,770,088 696,907 877,393 10,344,388
Retained earnings (deficit) (5,155,536) 36,471 (25,160) (5,144,225)
Accumulated other comprehensive
Loss (111,568) - - (111,568)
------------ ------------ ------------ ------------
Total stockholders' equity 3,505,097 740,865 845,446 5,091,408
------------ ------------ ------------ ------------
$ 8,983,153 $ 837,708 $ 829,446 $ 10,650,307
============ ============ ============ ============

The accompanying notes are an integral part of these pro forma
combined financial statements.
-47-

HOST AMERICA CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED JUNE 29, 2001

NET REVENUES $ 21,636,168 $ 1,939,000 $ - $ 23,575,168
COST OF GOODS SOLD 16,841,625 1,271,000 - 18,112,625
------------ ------------ ------------ ------------
Gross profit 4,794,543 668,000 - 5,462,543
GENERAL AND ADMINISTRATIVE
EXPENSES 4,561,639 570,842 (106,011) 5,026,470
------------ ------------ ------------ ------------
Income from operations 232,904 97,158 106,011 436,073
OTHER INCOME (EXPENSE) (230,791) 9,453 - (221,338)
------------ ------------ ------------ ------------
Income before provision for
income taxes 2,113 106,611 106,011 214,735
PROVISION FOR INCOME TAXES 44,500 47,000 (16,000) 75,500
------------ ------------ ------------ ------------
Net income (loss) $ (42,387) $ 59,611 $ 122,011 $ 139,235
============ ============ ============ ============

Income per common share - basic $ 0.07
------------
Weighted average shares outstanding - basic 2,024,524
============

Income per common share - diluted $ 0.07
------------
Weighted average shares outstanding -
diluted 2,100,155
============

The accompanying notes are an integral part of these pro forma
combined financial statements.
-48-

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

On March 16, 2001, Host America Corporation ("Host") entered into a
letter of intent ("LOI") with Selectforce, Inc. ("Select"). The LOI
provides for the acquisition of all of the outstanding shares of Select in
exchange for 700,000 shares of Host's restricted Common Stock. The
acquisition, if approved, will be accounted for using the purchase method
of accounting.

The Pro Forma Combined Financial Statements of the combined entity
(Company) are unaudited and presented for informational purposes only and
may not reflect the Company's future results of operations and financial
position or what the results of operations and financial position would
have been had such transactions occurred as of the dates indicated. The
unaudited Pro Forma Combined Financial Statements and Notes should be read
in conjunction with the Company's Financial Statements and Notes and
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" included in Host's Annual Report on form 10-KSB for
the year ended June 29, 2001.

BASIS OF PRESENTATION OF PRO FORMA COMBINED FINANCIAL STATEMENTS

The pro forma combined financial statements include a balance sheet
and statement of income as of and for the year ended June 29, 2001 for Host
(latest audited financial statements) and as of and for the year ended
June 30, 2000 for Select. Overall, adjustments were made in the pro forma
combined financial statements to record the acquisition, and to reflect
known changes being made in the operations of the business.

In the pro forma combined balance sheet, the acquisition entry was
presented to allocate the purchase price to the assets purchased and the
liabilities assumed based upon their fair values at the date of
acquisition.

In the pro forma combined statements of income, adjustments were made
to eliminate certain duplicative expenses. These adjustments include the
add-back of the one-time charge of $170,311 for stock issued as
compensation to employees. These decreases in expense have been partially
offset to reflect the estimated annual amortization expense of goodwill
over a 15-year life. These adjustments have been shown net of an estimated
income tax effect. Such pro forma amounts are not necessarily indicative
of what the actual consolidated results of operations might have been had
the acquisitions been effective at the beginning of Host and Selects'
fiscal years.

The pro forma combined financial statements, reflected as of and for
the year ended June 2001, do not give effect to Statements of Financial
Accounting Standards (SFAS) No. 142 GOODWILL AND OTHER INTANGIBLE ASSETS.
The new standards generally will be effective for fiscal years beginning
after December 15, 2001 unless the Company elects for early adoption in
which case the standard will be effective in the first quarter of fiscal
2002 and for purchase business combinations consummated after June 30,
2001. Upon adoption, the Company will stop amortizing goodwill which,
based on the current levels of goodwill and the goodwill recorded in
connection with this transaction, would reduce amortization expense and
increase net income by approximately $354,000 per year.

The weighted average shares outstanding for Host have been adjusted
for the purposes of the pro forma combined financial statements to reflect
the total shares issued in connection with the acquisition.

-49-

BUSINESS OF HOST

EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF OUR
BUSINESS MAY CONTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET
FORTH IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS, INCLUDING THOSE SET FORTH UNDER THE HEADING, "RISKS RELATED TO
HOST."

OVERVIEW

Host America Corporation is a contract food management organization
which specializes in providing full service corporate dining, special event
catering, "meals-on-wheels" and other senior feeding programs, school meal
programs and vending and office coffee service to business and industry
accounts located in the northeastern United States. Our revenues are
derived mainly from the management of corporate cafeterias and special
event catering in single tenant and multi-tenant office buildings and the
operation of senior feeding programs and school breakfast and lunch
programs. The balance of our revenues are derived from the maintenance of
vending machines and coffee service at select facilities.

We offer our clients the ability to provide their employees high
quality and nutritional, on-premises breakfast, lunch and dinner options.
The majority of our clients are medium-size clients generating from
$250,000 to $2 million per location in annual food sales. These clients
provide us with the ability to generate greater profit margins and the
opportunity to provide a variety of food related services.

It is our goal to be the exclusive food service provider at each
location, thereby allowing us the ability to control the quality of food
and degree of service at each location. Our on-site account managers and
employees endeavor to provide high quality food and client satisfaction,
while controlling labor and overhead costs. We believe this strategy has
been an important factor in our growth and in attracting large, corporate
clients with multiple needs.

We currently operate facilities in Connecticut, Massachusetts, New
York, New Jersey, New Hampshire, Rhode Island and Texas. We are attempting
to increase growth through the acquisition of small and medium size food
service providers operating in geographic locations and markets not
presently being served by us. Furthermore, we believe that continued
growth will allow us to qualify for larger volume accounts that may require
asset or purchase programs.

HISTORY

We were formed as a Delaware corporation on February 6, 1986 under the
name, University Dining Services, Inc. Our initial business strategy was
to provide food service to colleges and preparatory schools in the New
England area. After several years, we determined it was more profitable to
concentrate on larger, more densely populated customer bases. Accordingly,
in 1992, we became a full service food management company providing
employee dining and special events catering to large office complexes.

In February 1988, we conducted an initial public offering and sold
5,000,000 shares of our common stock to the general public. In February
1998, we effected a 100 to 1 reverse stock

-50-

split of our then outstanding shares. To insure continuity of management,
in March 1998, we issued 700,000 shares of Series A Preferred stock to our
officers and directors. In addition, we entered into five (5) year
employment agreements with our founders and executive officers, Geoffrey W.
Ramsey and David J. Murphy.

On July 21, 1998, we completed a public offering of 1,000,000 shares
of our common stock and 1,000,000 common stock purchase warrants. We
received net proceeds of $3,782,917 from the sale. We utilized the
proceeds of the offering for sales and marketing, product development,
acquisitions and working capital.

On April 30, 1999, we filed Articles of Merger with the State of
Colorado merging Host Delaware into Host Colorado and Host Delaware ceased
to exist as of that date. We changed our corporate domicile to reduce the
amount of franchise tax required in the State of Delaware. We believe this
will save us approximately $40,000 per year.

On July 31, 2000, we purchased all of the issued and outstanding
shares of Lindley Food Service Corporation of Bridgeport, Connecticut,
resulting in a total purchase price, including acquisition costs, of
approximately $5,913,000. Host paid approximately $3.7 million in cash and
issued 198,122 shares of its "restricted" common stock. The acquisition
was partially financed by a $2,500,000 five-year term loan. Lindley is
engaged in the preparation and sale of fresh and frozen unitized meals for
senior food programs, school lunches, and various governmental programs,
under fixed-price contracts. Unitized meals allow our clients to contain
costs and ensure high quality nutritional standards. Lindley is the single
largest provider of fresh, unitized meals in Connecticut. Mr. Mark Cerreta
and Mr. Gilbert Rossomando, senior management of Lindley, are now part of
our management team pursuant to four-year employment agreements. Mr.
Gilbert Rossomando was appointed to our board of directors in July 2000.

On March 16, 2001, we entered into a Letter of Intent with
Selectforce, Inc., which provided for the acquisition of all of the
outstanding shares of Selectforce in consideration for 700,000 shares of
Host's "restricted" common stock. Host believes Selectforce's services
will be compatible with Host's current business model. We are currently
requesting your proxy in connection with this transaction and the approval
of the merger agreement entered into between the parties.

On August 30, 2001, we acquired all of the assets of Contra-Pak, Inc.,
a food service company based in Dallas, Texas which specializes in shelf
stable meals for programs such as "meals-on-wheels" and disaster relief
programs. Contra-Pak's assets were acquired for $146,000 in cash and
56,911 shares of our "restricted" common stock. Contra-Pak's founder and
President, Mr. James Hairston, has entered into a three-year employment
agreement with our Lindley subsidiary.

INDUSTRY AND MARKET OVERVIEW

The United States food service industry is a multi-billion dollar
industry, encompassing corporate services, educational markets,
hospital/health care, correctional facilities, military facilities and
transportation facilities. The senior feeding market is also a multi-
billion dollar industry, and Host's subsidiary, Lindley, primarily serves
this market niche. The food service

-51-

market is characterized by a large concentration of corporate and industry
populations in a multitude of geographic locations. Our primary areas of
operations are in southern New England, New York and northern New Jersey.
We believe these areas contain:

* the largest financial segment of the industry,
* high population density,
* numerous corporate office parks and industrial facilities, and
* high concentration of medium-size corporations.

Furthermore, the recent acquisition of the Contra-Pak assets will
provide us with a venue into the southwest region of the United States.

OPERATIONS

Our primary clients are medium-size corporate accounts with annual
food sales of between $250,000 and $2 million. We feel these accounts
allow us the opportunity to provide a wide variety of food services in a
single location. We also are afforded the opportunity to customize our
services at each location to provide:

* cafeteria services,
* vending machines, and
* special event catering.

At most locations, we are the exclusive provider of all available food
and beverages and are responsible for hiring and training personnel. Our
on-site managers work closely with our corporate officers to ensure
continuing food quality and customer satisfaction.

New accounts are assigned to a member of management who develops a
comprehensive plan to meet each client's specific needs. After extensive
interviews and on-site visits, an operating strategy is formulated to best
meet the needs of our clients. We consider various factors to maximize our
profit potential without sacrificing client satisfaction, including a
thorough review of:

* labor and product costs,
* facility and menu design,
* training and recruiting,
* specialized needs of the client or its employees, and
* equipment needs.

Each location is continually reviewed to monitor client employee
satisfaction, changing food requirements and quality of food and service.
Based upon reports supplied by on-site managers, additional services are
added as demand changes, including the addition of vending machines,
catering facilities and food selection upgrades.

We typically are required to grant credit to our customers to fund
their initial purchase of equipment and supplies at our various food
service facilities. Before granting credit, we review a client's credit
history and establish an allowance for accounts based upon factors
surrounding the credit risk of specific clients, industry historical trends
and other types of credit information. To

-52-

reduce the risk of default, our client contracts provide for buyback
provisions requiring each client to buy the equipment and supplies in the
event of an early termination of the contract.

Client accounts are staffed by several levels of management type
employees who are responsible for our client's complete satisfaction. We
employ district managers with strong sales and administrative backgrounds
who are responsible for overseeing the client accounts in their region, as
well as forecasting the budget for each account and assisting the on-site
management at each location. The on-site manager is responsible for the
day-to-day activities of the account and for ensuring continuing food
quality and satisfaction. In the smaller accounts, a chef/manager will
perform these duties. The supporting personnel at each location may
include:

* an executive chef,
* sous chef,
* grill cook,
* deli servers,
* cashiers,
* dishwashers,
* catering personnel, and
* general kitchen help.

We employ managers, chefs and cooks who have obtained experience from
larger food service organizations, graduates of a culinary school or
graduates with a degree in Hotel and Restaurant management. Other support
personnel are hired locally and trained on-site by our on-site manager,
chef/managers and/or district mangers.

Our Lindley subsidiary prepares meals for various governmental
programs under fixed-price contracts and has a slightly different
operational structure. Typically, Lindley will bid on government feeding
programs involving schools and senior citizen programs. Lindley operates
three food processing locations which have high volume production
capabilities for breakfast, lunch and after school programs. Lindley's
production staff prepares the meals fresh daily and delivers the meals
using its own trucks and drivers, directly from the food processing
locations to the client's facility. Lindley also offers packaged
microwavable senior meals for its "meals-on-wheels" programs and does
congregate feeding. A staff nutritionist monitors the nutritional content
of the food produced at each of Lindley's facilities.

BUSINESS STRATEGY

FOOD SERVE 2000

We introduced our "Food Serve 2000" as a means of evaluating all of
our existing food operations in an attempt to maximize and maintain client
satisfaction. Each month we study the basic elements of our food service
at each location, including:

* traffic flows and waiting times,
* menu variety and food presentation,
* nutritional assessment,
* work preparation, and
* labor qualifications.

-53-

Through our continuing evaluations, on-site managers strive to
maintain:

* strict cost containment policies,
* nutritional programs for better health,
* custom designed menus to meet regional and ethnic tastes, and
* facilities with state-of-the-art equipment.

After our comprehensive evaluations, each facility is reviewed with
the client to select the best possible combination of food and service.
This program allows us to make rapid changes at a given location before
employee dissatisfaction results in a termination of a contract. If a
problem develops at a local level, management has the ability to rapidly
deploy individuals specializing in the area and seek a solution.

NEW BUSINESS

We intend to aggressively pursue higher margin business such as the
"meals-on-wheels" and other senior feeding programs. We will focus on this
market by attending trade shows and submitting more bids for this type of
business in the northeastern United States and other areas. With the
acquisition of the Contra-Pak assets, we have entered the market for shelf
stable meals for the elderly and victims of national disasters. In
addition, we continue to pursue potential strategic acquisitions of small
and medium size food service providers in an effort to expand our service
offerings and broaden our geographic reach.

INTERNAL OPERATIONS

We continue to evaluate and improve our internal procedures and
develop new product presentations. Often times this requires the purchase
of specialty equipment. We believe employee satisfaction results in
improved and more consistent service. Our employee programs include:

* training programs, competitive wages and retirement benefits,
* establishing a seniority system, and
* promoting stable working conditions.

MARKETING

We selectively bid for privately owned facility contracts and
contracts awarded by governmental and quasi-governmental agencies. Other
potential food service contracts come to our attention through:

* direct contact with a client,
* by mail and telephone,
* from conversations with suppliers, such as purveyors and vending
machine suppliers, and
* state listings.

-54-

New clients generally require that we submit a bid and make a proposal
outlining a capital investment and other financial terms. We often are
required to make capital improvements to the client's facility at the start
of the contract to secure an account. We also expend a great deal of time
and effort preparing proposals and negotiating contracts. In certain
cases, a private-facility owner may choose to negotiate with us
exclusively, in which case we do not have to participate in any bidding
process.

To attract office building clients, we constantly upgrade our food
service and provide quality foods. We strive to provide menu items which
are healthy and higher quality than typical fast food or cafeteria style
products. Our philosophy is that to the extent our client's employees are
able to satisfy their food needs at their employer's location, the less
time those employees are away from their office setting. We believe this
results in an increase in corporate and individual productivity. Further,
if we can satisfy the employees with diverse and high-quality food items,
employers are often willing to subsidize a portion of the costs.

We believe that we can compete with the largest of our competitors
because:

* we provide direct, personal contact with our clients two or three
times a week,
* offer flexible menus to meet desires, and
* intensively train our managers.

We were featured in several articles in various trade publications
during the fiscal year ended June 29, 2001:

* In the January 2001 issue of The Wall Street Transcript, our CEO
and President, Geoffrey Ramsey, and Vice President and CFO, David
Murphy, provided their insight and long term vision for the food
service industry in general and Host in particular.

* In March 2001, Food Service Director Magazine cited Host with the
fastest growth rate (67%) among their list of the largest fifty-
five food service contract firms for calendar year 2000.

* The April 2001 issue of Food Management Magazine placed Host in
the fortieth spot on their "Contractor Top 50" list for calendar
year 2000.

ACQUISITION STRATEGY

We believe there are significant opportunities to further expand our
business through the acquisition of companies in the contract food service
industry and small to medium size food service providers. Our officers and
directors are responsible for identifying, pursuing and negotiating
potential acquisition candidates and integrating acquired operations. We
believe we can integrate acquired companies into our management structure
and diversify operations successfully without a significant increase in
general and administrative expenses. In addition, future acquisitions are
expected to enable us to lower overhead costs through centralized
geographical office operations. We would like to grow to a size that
qualifies us for bids on larger volume accounts, requiring asset or
purchase programs, however, there can be no assurance that our acquisition
strategy will be successful.

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MAJOR CLIENTS AND CONTRACTS

We have a number of large, multi-year contracts among our thirty-five
(35) separate clients. Some of our larger contracts include:

* Pitney Bowes, Inc., of Stamford, Connecticut (currently 5
locations with over 4,500 employees),
* Oxford Health Plans, Inc., of Trumbull, Connecticut (currently 6
locations with over 4,000 employees),
* Georgia Pacific, of Norwalk, Connecticut (with over 1,000
employees), and
* Stanley Works of New Britain, Connecticut and East Greenwich,
Rhode Island (with over 4,500 employees).

Our two largest contracts, Oxford Health Plans and Pitney Bowes,
accounted for 12% and 11%, respectively, of our total revenue for the
fiscal year ended June 29, 2001. If we were to lose either of these major
contracts, such loss may have a material adverse effect on Host.

During the fiscal year ended June 29, 2001, we opened three new dining
facilities. We opened facilities at the American Red Cross in Farmington,
Connecticut, at Goodwill Industries in Bridgeport, Connecticut, and at
Tellium, Inc. in Ocean Port, New Jersey. We offer dining, catering, coffee
and snack services, and vending machines at these facilities. We also
signed food service contracts with JDS Uniphase and Lucent Technologies
during the past year. We are currently providing vending services to JDS
Uniphase at its offices located in Bloomfield, Connecticut. Our services
at Lucent's offices in Somerset, New Jersey, were scheduled to commence in
June, but Lucent has postponed corporate dining services. We anticipate
commencing our operations at Lucent during the second quarter of fiscal
2002.

Our Lindley subsidiary has numerous "meals-on-wheels" and congregate
feeding accounts, the largest of which are in New Haven, Bridgeport and
Waterbury, Connecticut. Lindley provides school breakfasts and lunches for
the New Haven, Bridgeport and Waterbury public schools. During the summer
months, Lindley provides breakfasts and lunches for the Bridgeport,
Waterbury and Hartford summer food programs. The above referenced
contracts were awarded to Lindley after it had been the successful bidder
for this business. Most of Lindley's contracts are secured in this manner
because the majority of its business is with governmental agencies. Host
believes that there is a growing market for the high margin "meals-on-
wheels," congregate meals and other senior feeding programs and intends to
aggressively pursue this type of business.

SEASONALITY

Our business is somewhat seasonal in nature. Many of our corporate
clients are less busy in the summer months due to the 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 special events. We adjust our labor staffing
and inventories as necessary during these periods.

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COMPETITION

We encounter significant competition locally and nationally in the
contract food service market. Food service companies compete for clients
on the basis of:

* quality and service standards,
* local economic conditions,
* innovative approaches to food service facility 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 our competitors compete with us on a
national basis and have greater financial and other resources than we have.
In addition, existing or potential clients may elect to "self operate"
their food service, eliminating the opportunity for us to compete for their
business.

GOVERNMENT REGULATION

Our business is subject to various government regulations including
environmental, employment and safety regulations. In addition, our food
service facilities are subject to state health department regulations and
yearly health inspections. Our food service operations are also subject to
sanitation and safety standards, and state and local licensing of the sale
of food products. The cost of compliance with these various regulations is
not material; however, we cannot assure you that additional federal and
state legislation or changes in the regulatory environment will not limit
our activities in the future or increase the cost of compliance.

EMPLOYEES

As of June 29, 2001, we had 233 full-time employees and 22 part-time
employees employed for special occasions and seasonal busy times. Our
Lindley subsidiary had 78 full-time employees and 7 part-time employees.
None of our employees are represented by a union.

FACILITIES

Our corporate offices are located at Two Broadway, Hamden, Connecticut
06518. Our telephone number is (203) 248-4100. Lindley's corporate
offices are located at 515 Lindley Street, Bridgeport, Connecticut 06606.

We lease our Hamden offices under the terms of a month-to-month lease
agreement, with a monthly payment of $3,335. We also maintain food service
facilities at a number of locations throughout the northeast pursuant to
our contracts with building owners. Lindley leases its office and food
processing facility in New Haven, Connecticut pursuant to a five (5) year
lease which commenced on April 1, 2000, with a monthly payment of $11,075.
Lindley leases the Bridgeport facility from Messrs. Cerreta and Rossomando,
paying Messrs. Cerreta and Rossomando $3,000 per month. We believe this
lease is on terms competitive with other similar facilities in Bridgeport,
Connecticut.

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In addition, we pay M. Alferi Property Management $5,400 per month for
facilities located in Edison, New Jersey. We also pay $3,275 per month to
Westchester One for facilities in White Plains, New York.

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BUSINESS OF SELECT

EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF
SELECT'S BUSINESS MAY CONTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. SELECT'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE SET FORTH IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A
NUMBER OF FACTORS, INCLUDING THOSE SET FORTH IN THIS PROXY STATEMENT UNDER
THE HEADING, "RISKS RELATED TO SELECT."

OVERVIEW

Select is a regional employment screening company offering a complete
package of criminal histories, motor vehicle reports, worker's compensation
records, verifications of education and social security numbers, credit
reports, and previous employment verification. Drug screening and
assessment testing is also available to Select's clients through strategic
affiliates. Select currently has operations in Oklahoma, Texas, Missouri,
Kansas, and Arkansas.

Select estimates that one in three or 33% of all applicants embellish
their resumes or falsify information on an application. And the cost of
hiring the "wrong" person for the job costs on average $7,000. These
statistics demonstrate the need for the screening process.

Select believes there are significant opportunities to expand its
business through targeting specific markets directly, particularly the
education market and the medium sized corporations with 1,000 to 5,000
employees. Management believes that these markets have a greater need for
this type of service and will provide increased profitability by increasing
the average size of an account.

The majority of corporate revenues are from sales to customers that
are in health care or temporary employment industries. This makes up
approximately 45% and includes nursing homes, assisted living centers,
hospitals, and home health care providers. Temporary employment agencies
currently make up 10% of revenues. The balance of revenues is from a
variety of commercial businesses, schools, and contractors. Select has
over a 1,000 different accounts with the average account size being only
$2,500 annually. Management believes by focusing on larger employers that
have 1,000 to 5,000 employees, incremental profits will increase by
reducing administrative costs and increasing the average size of the
account.

Limited marketing strategies have been utilized by Select and word-of-
mouth has been the primary source of new customers. Select has a good
reputation in the state of Oklahoma, and this reputation has afforded
Select the opportunity to obtain additional business outside of the state
for clients with related companies.

HISTORY

Select was formed as an Oklahoma Corporation on July 11, 2000. Its
only business has been providing pre-employment screening services. On
August 14, 2000 Select acquired the assets and business of Data Information
Services, a division of Eureka Holding Company, Inc., for 647,500 shares of
Select stock. Data Information Services provides pre-employment screening
services primarily in Oklahoma and surrounding states. Data Information
Services L.L.C. was founded in 1989. On September 30, 1995, Eureka Holding
Company, Inc. acquired

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the assets and business of Data Information Services L.L.C. and operated
the business as Data Information Services. Eureka Holding Company, Inc.
raised $655,000 in a private placement in December 1995. The growth of the
business has been through trade shows, referrals and sales calls. Data
Information Services and Select's growth has been funded by the proceeds of
the private placement and retained earnings.

INDUSTRY OVERVIEW

In 1995, the U.S. workforce was comprised of 132.5 million employees.
The Bureau of Labor Statistics reports that by the year 2005, that number
will increase 11 percent to 147 million. The Department of Commerce states
that 30% of business failures are due to poor hiring practices. Finally,
FORTUNE MAGAZINE wrote in February 2000, that on average in U.S.
businesses, at least half of all new hires don't work out.

OPERATIONS

Select's primary emphasis has been on those businesses that are
required by law to have criminal history searches performed. These types
of accounts presently make up the majority of Select's clients. Currently
the emphasis is shifting from being more than a requirement, but rather a
solution to those larger corporate accounts. Select has segmented each
step in the workflow process to ensure that proper handling and special
attention is given to those key accounts. One person is assigned to each
key account and a member of management tracks the daily activities and
monitors the process for quality and customer satisfaction.

Typically, Select does not require contracts with their clients. To
minimize losses, management monitors outstanding balances monthly and
freezes accounts that are past due more than 60 days.

The hiring philosophy for Select is to employ people with a good work
ethic, excellent attitude and a capacity to learn. The average tenure is
3 years. Furthermore, the support staff is cross-trained into various
aspects of the workflow to ensure coverage for day-to-day activities.

BUSINESS STRATEGY

Select has done a thorough analysis and will continue to evaluate the
customer base, workflow procedures, vendor selection, and competition.
Management has implemented several changes that have streamlined processes
and improved quality of final presentation of information given to clients
and will endeavor to make additional improvements.

Select will continue to focus on the education market by establishing
strong relationships in related professional associations and
organizations. Select will attend conferences and trade shows to establish
contacts and promote services.

Select anticipates an increase to existing client base, while actively
seeking customers in contiguous geographical locations.

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MARKETING

Select obtains a large number of customers through referrals from
other clients. Other potential leads come to Select's attention through
direct contact with a customer, by mail and telephone, and from
participation in professional organizations or associations.

Select is constantly attempting to upgrade the quality of the
information provided, as well as the appearance of this material. To
attract potential clients, Select continues to look for ways to package
services to entice businesses to do a more thorough screening process. If
Select can demonstrate a return on investment to businesses by reducing
training costs, overhead, and employee turnover, corporations will less
likely attempt to perform these screenings internally.

MAJOR CUSTOMERS

The majority of Select's revenues are from sales to customers in the
health care or temporary employment industries. Other customers include
commercial businesses, schools and contractors who seek employment
screening services. While no customer of Select accounts for over 3% of
its total revenue, some of its more recognized customers include Manpower,
Inc. and Great Plains Coca Cola, Inc.

COMPETITION

Select encounters competition in the employment screening market in
which it operates. Screening companies compete for clients on the basis of
quality of information, timeliness, and delivery of service. Competition
may result in price reductions, decreased gross margins, and loss of market
share. Certain of Select's competitors compete on a national level and
have greater financial and other resources than Select. In addition,
existing or potential clients may elect to perform their screening process
themselves, thus eliminating the need for Select. There can be no
assurance that Select will be able to compete successfully in the future or
that competition will not have a material adverse effect on Select's
business or financial condition.

GOVERNMENT REGULATION

Select's business is subject to various governmental regulations
including the Fair Credit Reporting Act, the Americans with Disabilities
Act, and state rules regarding use of information. Cost of compliance with
these various regulations is not material; however, there can be no
assurance that additional federal and state legislation or changes in the
regulatory environment will not limit the activities of Select in the
future or increase the cost of regulatory compliance.

STRATEGIC ALLIANCE

Recently, Select has pursued a strategic alliance with a drug
screening company. With this strategic alliance, Select will now offer a
five-panel and nine-panel drug screening service. Select anticipates this
new service will enhance its current operations. Additionally, Select has
recently begun to target the education industry and with the new
legislation requiring criminal background checks for all personnel, Select
expects this to significantly enhance current operations.

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EMPLOYEES

As of [ ], 2001, Select had 9 full-time employees, including
Tammi Didlot, President, Cheryl York, Staff Executive and Greg Detweiler,
Director of Operations and 1 part-time employee. None of Select's
employees are members of a union.

DESCRIPTION OF PROPERTIES

Select leases its office facility under the terms of a three (3) year
lease agreement, which commenced February 1, 2000 with a monthly payment of
$1,486, and annual increases of 4%. The current lease payment is $1,548
until 2/1/02 and the new lease amount will become $1,610. Select believes
this lease is on terms competitive with other similar facilities in
Oklahoma City, Oklahoma.

Select's corporate office is located at 6601 N. Broadway, Oklahoma
City, Oklahoma 73116 and its telephone number is (405) 842-2088.

LEGAL PROCEEDINGS

Select knows of no pending or threatened legal proceeding to which it
is or will be a party which, if successful, might result in a material
adverse change in the business, properties, or financial condition of
Select.

RELATED PARTY TRANSACTIONS

On October 15, 2000, Select authorized loaning up to $150,000 to Roger
Lockhart, the Chairman of Select. This loan was secured by all of Mr.
Lockart's Select stock. On October 17, 2000, $50,000 was borrowed at a
7.5% interest rate. On October 26, 2000, $80,000 was borrowed at a 7.5%
interest rate. On December 21, 2000, $10,000 was borrowed at a 7.5%
interest rate. On May 9, 2001, the loan including principal and interest
was paid in full.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF HOST AFTER THE MERGER

Following the merger, Host's existing directors and executive officers
will remain the directors and executive officers of Host. In addition,
Tammi Didlot, the current President of Select, will be nominated and
appointed as a Class II director of Host and will remain the President of
Select. The following table sets forth certain information concerning the
directors and executive officers of Host following the merger:

NAME AGE POSITION
---- --- --------

Geoffrey W. Ramsey 51 CEO, President, Treasurer and a Director

David J. Murphy 44 CFO, Executive Vice President and a
Director

Anne L. Ramsey 54 Secretary and a Director

Gilbert Rossomando 43 President of Lindley and a Director

Mark Cerreta 41 Executive Vice President - Lindley

Tammi Didlot 35 President of Select and a Director

Thomas P. Eagan, Jr. 58 Director

Patrick J. Healy 57 Director

John D'Antona 58 Director
_____________________

All directors will hold office until their successors have been
elected and qualified.

Each of the officers of Host will provide services to Host on a full
time basis. Other than officers who are subject to employment agreements,
each officer serves at the discretion of the board of directors.

The following is a biographical summary of the business experience of
the directors and executive officers of Host.

GEOFFREY W. RAMSEY, Host's co-founder, has been the President,
Treasurer and a Director of Host since March 1986. Mr. Ramsey has more
than 30 years experience in the food service industry. Currently, he is
responsible for the day-to-day management of all marketing and sales
activities for Host. He also is responsible for future growth planning and
evaluating potential acquisition candidates. 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

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Connecticut State University, Choate - Rosemary Hall 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.

DAVID J. MURPHY, a co-founder of Host, has been Executive Vice
President and a Director of Host since March 1986. Mr. Murphy has more
than 25 years experience in the industry. Currently, he is responsible as
Chief Financial Officer for all financial and operational aspects of Host.
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 in Clinton, New York and Fairleigh Dickinson
University in Madison, New Jersey. Mr. Murphy received his B.S. degree in
International Business from Quinnipiac University in 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 Host since
March 1986. Along with her duties as Corporate Secretary, Ms. Ramsey serves
as a District Supervisor, is responsible for one of the Host facilities in
Connecticut and is the Human Resources Director. 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.

GILBERT ROSSOMANDO, has served as a Director of Host since July 2000
and is one of the founders of Lindley Food Services, Inc. Mr. Rossomando
continues to be an officer of Lindley Food Services, Inc. and handles cost
analysis, sales and marketing, contract bidding and employee policies. Mr.
Rossomando has a Bachelors Degree in Business Administration and Food
Service Management from the University of New Haven.

MARK CERRETA, a co-founder of Lindley Food Services, Inc., serves as
the Executive Vice President in charge of Host's Lindley operations. Mr.
Cerreta handles customer relations, purchasing, commodity processing for
donated foods and negotiates bid pricing with manufacturers. He has a
Bachelors degree in Business Administration and Food Service Management
from the University of New Haven.

TAMMI DIDLOT, has served as the President of Select since July 2000
and has more than 10 years of experience in the information industry. In
her capacity as President of Select, Ms. Didlot is responsible for all
financial, marketing and sales activities for Select. Prior to joining
Select, Ms. Didlot worked for Choice Point (formerly Equifax Services) in
various roles. From 1992 - 1995, she was the General Manager in Oklahoma
and Arizona. From 1995 - 1997, she was the General Manager of the National
Telephone Audit Center. In 1997, she was promoted to Director of
Centralized Processing and promoted again in 1998 to Assistant Vice
President of Inside Services. In 1999 she became the Vice President of
Sales Marketing for Choice Point. Ms. Didlot has a B.S. degree in Business
Administration from Oklahoma State University.

THOMAS P. EAGAN, JR. has been a Director of Host since November 1988.
He has been employed as a Regional Sales Director with Eastern Bag & Paper
Co., Inc. in Bridgeport,

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Connecticut since May 1979. From February 1972 to May 1979, Mr. Eagan
owned and operated Purifier Systems, Inc. in 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 and graduated from Quinnipiac University in Hamden,
Connecticut.

JOHN D'ANTONA has served as a Director of Host since February 1998.
Mr. D'Antona has 25 years experience in a variety of food service marketing
and sales positions and currently is the New England Regional Manager for
Mother Parker Tea and Coffee. Mother Parker Tea and Coffee was established
in 1912, is a Canadian company and is the largest private label and
producer of tea and coffee in North America.

PATRICK J. HEALY Ph.D has been a Director since February of 1998. He
is the Senior Vice President for Finance and Administration for Quinnipiac
University and has held this position for the past 20 years. He received
his undergraduate degree in accounting from Quinnipiac, his MBA from the
University of New Haven, a doctorate in Educational Leadership, Higher
Education Administration, from the University of Connecticut, and completed
the higher education program at the Institute for Educational Management at
Harvard University. He has been on the Board of the Connecticut Chapter of
the Leukemia and Lymphoma Society since 1992, where he served as Treasurer,
Vice President, and Chapter President. He was elected to the National
Board of the Leukemia and Lymphoma Society in 1996, and also serves on the
Board of The Children's Corner in Ridgefield, Connecticut.

Host's board of directors held three (3) meetings during the fiscal
year ended June 29, 2001, and each director attended all of the meetings
held. There is no family relationship between any director or nominee for
director of Host and any other director, nominee or executive officer of
Host except Geoffrey W. Ramsey and Anne L. Ramsey are brother and sister.

BOARD COMMITTEES

We have four standing committees:

* the Executive Committee,
* the Audit Committee,
* the Compensation Committee, and
* the Nominating Committee.

EXECUTIVE COMMITTEE

The executive committee attends to and reports to the board on day-to-
day operating, financial, regulatory and other matters. The committee
members are Geoffrey W. Ramsey, David J. Murphy and Anne L. Ramsey. The
members of the executive committee perform their duties in addition to
their regular duties as board members.

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AUDIT COMMITTEE

The audit committee was formed in June 1999 pursuant to the adoption
of our audit committee charter. The audit committee attends to and reports
to the board with respect to matters regarding our independent public
accountants. This includes:

* annual review of the charter,
* recommending a firm to be engaged as our independent public
accountants for the next fiscal year,
* reviewing with our independent public accountants the scope and
results of the audit and any related management letter,
* consulting with the independent public accountants and management
with regard to our accounting methods and adequacy of our
internal accounting controls,
* approving the professional services rendered by the independent
public accountants,
* reviewing the independence, management consulting services and
fees of the independent public accountants,
* inquiring about significant risks or exposures and methods to
minimize such risk,
* ensuring effective use of audit resources, and
* preparing and supervising SEC reporting requirements.

The audit committee currently consists of Messrs. Patrick Healy, Thomas P.
Eagan and John D'Antona, all of whom are the independent members of our
board. The audit committee is required meet at least four times each
fiscal year.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial
statements for the year ended June 29, 2001 with management. Furthermore,
the committee has discussed with Host's independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The committee has received the
written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1, and has discussed
with the independent accountant the independent accountant's independence.
Based on its review and discussions referred to above, the audit committee
recommended to the board that the audited financial statements be included
in Host's Annual Report on Form 10-KSB for the fiscal year ended June 29,
2001 be filed with the Securities and Exchange Commission.

Respectfully submitted by the Audit Committee of the Board of
Directors:

Patrick J. Healy
Thomas P. Eagan
John D'Antona

COMPENSATION COMMITTEE

The compensation committee attends to and reports to the board with
respect to the appropriate compensation of directors and executive
officers. The committee is also responsible

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for administering our employee benefit plans. The current members are
Messrs. Geoffrey W. Ramsey, Thomas P. Eagan and John D'Antona.

NOMINATING COMMITTEE

The nominating committee attends and reports to the board with respect
to interviewing, evaluating, nominating and recommending individuals for
membership on our board of directors and committees. Committee members
also nominate individuals to be elected as officers. Members of the
nominating committee are Messrs. David J. Murphy and Geoffrey W. Ramsey.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

===========================================================================================================
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------------------------

(a) (b) (c) (d) (e) (f) (g) (h) (i)

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) ($) ($) ($)(2) ($) (#) ($) ($)(3)
-----------------------------------------------------------------------------------------------------------

Geoffrey W. Ramsey 2001 $140,000 $ -0- $6,500 0 20,000 0 $19,300
President and CEO 2000 $140,000 $ -0- $6,500 0 25,000 0 $19,300
1999 $105,000 $ -0- $6,500 0 30,000 0 $19,300

David J. Murphy 2001 $135,000 $ -0- $6,500 0 20,000 0 $12,500
Vice President 2000 $135,000 $ -0- $6,500 0 25,000 0 $12,500
1999 $100,000 $ -0- $6,500 0 30,000 0 $12,500

Gilbert Rossomando 2001 $135,000 $ -0- $6,500 0 12,000 0 $12,500
President of 2000 -- -- -- -- -- -- --
Lindley(4) 1999 -- -- -- -- -- -- --

Mark Cerreta 2001 $135,000 $ -0- $6,500 0 12,000 0 $12,500
Executive Vice 2000 -- -- -- -- -- -- --
President of 1999 -- -- -- -- -- -- --
Lindley(4)

(1) Periods presented are for the fiscal years ended June 29, 2001, June
30, 2000 and June 25, 1999.
(2) Host gives Messrs Ramsey, Murphy, Rossomando and Cerreta a car
allowance valued at approximately $6,500 per year.
(3) Includes health, life and disability insurance for Messrs. Ramsey and
Murphy and health and disability insurance for Messrs. Rossomando and
Cerreta.
(4) Messrs. Rossomando and Cerreta entered into employment agreements with
Host on August 1, 2000 in connection with Host's acquisition of
Lindley Food Services, Inc. Information for fiscal years prior to 2001
is not available.

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COMPENSATION OF DIRECTORS

Our directors receive $500 for each meeting of the board attended,
$250 for participation in each meeting of the board by telephone conference
and $250 for participation, in person or by telephone conference, in each
committee meeting. Directors are reimbursed for out-of-pocket expenses in
attending meetings of the board of directors or committees.

EMPLOYMENT CONTRACTS

We have employment agreements with Messrs. Ramsey and Murphy for five
years which commenced February 19, 1998. Under the terms of the
agreements, Messrs. Ramsey and Murphy receive annual salaries of $140,000
and $135,000, respectively, which may be increased from time to time by our
compensation committee or by the board of directors. Their salaries will
not be decreased without their consent. Both individuals receive an
expense account, an automobile expense account, related business expenses
and all benefits afforded other employees. We also provide health,
disability and life insurance to Messrs. Ramsey and Murphy.

Effective August 1, 2000, we entered into four (4) year employment
agreements with Gilbert Rossomando and Mark Cerreta, the President and Vice
President of Lindley Food Services, Inc., our wholly-owned subsidiary.
Messrs. Rossomando and Cerreta each receive a base salary of $135,000 a
year and benefits, including a car allowance and health and disability
insurance. Messrs. Rossomando and Cerreta are also entitled to a certain
payments on the Lindley profits pursuant to the terms of our acquisition of
Lindley.

Pursuant to the merger agreement, we will enter into a three-year
employment agreement with Tammi Didlot, the President of Select. Ms.
Didlot will receive an initial annual base salary of $82,420 and will
receive benefits according to the benefit programs available to Host's
senior management. She will also be eligible to receive bonuses to be paid
in shares of Host common stock and cash.

2000 STOCK OPTION PLAN

On September 15, 2000, we adopted the 2000 Stock Option Plan which
provides for the issuance of options to purchase up to 500,000 shares of
common stock to employees, officers, directors and consultants. The plan
was ratified by our shareholders at our annual meeting of shareholders on
November 21, 2000. As of the date of this prospectus, 309,500 options have
been awarded to our employees. Unless sooner terminated, the plan will
expire on September 15, 2010.

The purpose of the plan is to encourage stock ownership by employees,
officers, directors and consultants so that they may acquire or increase
their proprietary interest in Host, to:

* induce qualified persons to become our employees, officers or
consultants;

* compensate employees, officers, directors and consultants for
past services; and

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* encourage such persons to become employed by or remain in the
employ of or otherwise continue their association with Host and
to put forth maximum efforts for the success of our business.

The plan states that it is not intended to be the exclusive means by
which we may issue options or warrants to acquire our common stock, stock
awards or any other type of award. To the extent permitted by applicable
law, we may issue any other options, warrants or awards other than pursuant
to the plan without shareholder approval.

The plan is administered by a committee consisting of the board of
directors or compensation committee, if appointed. At its discretion, the
committee may determine the persons to whom options may be granted and the
terms thereof. As noted above, the committee may issue options to the
board.

The terms of any options granted under the plan are not required to be
identical as long as they are not inconsistent with the express provisions
of the plan. In addition, the committee may interpret the plan and may
adopt, amend and rescind rules and regulations for the administration of
the plan.

OPTIONS GRANTED TO DIRECTORS AND EXECUTIVE MANAGEMENT

In August 1997, Host 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, Host issued options to purchase 5,000
shares of common stock to Geoffrey W. Ramsey and David J. Murphy, officers
and directors. 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. In August 1999, Host
granted to its officers and directors options to purchase 90,000 shares of
common stock. Specifically, the board of directors granted Mr. Ramsey
30,000 options, Mr. Murphy 30,000 options, Ms. Ramsey 10,000 options, Mr.
Eagan 10,000 options, Mr. Healy 5,000 options and Mr. D'Antona 5,000
options. In May 2000, Host granted to its officers and directors options
to purchase 85,000 shares of common stock. The stock options are
exercisable for a period of ten (10) years at an exercise price of $4.00.
Specifically, the board granted Mr. Ramsey 25,000 options, Mr. Murphy
25,000 options, Ms. Ramsey 8,750 options, Mr. Eagan 8,750 options, Mr.
D'Antona 8,750 options and Mr. Healy 8,750 options. In December 2000, Host
granted to its officers and directors options to purchase 87,500 shares of
common stock. The stock options are exercisable for a period of ten (10)
years at an exercise price of $2.40. Specifically, the board of directors
granted Mr. Ramsey 20,000 options, Mr. Murphy 20,000 options, Ms. Ramsey
5,000 options, Mr. Eagan 8,500 options, Mr. D'Antona 5,000 options, Mr.
Healy 5,000 options, Mr. Rossomando 12,000 options and Mr. Cerreta 12,000
options.

STOCK OPTIONS GRANTED TO EXECUTIVE OFFICERS DURING LAST FISCAL YEAR

The following table sets forth certain information regarding grants of
stock options to our executive officers who received stock options during
fiscal year 2001. The fair value of the option grant was estimated on the
date of the grant based on the then market price of Host's common stock.
None of the following options have been exercised.

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NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE GRANT
NAME GRANTED EMPLOYEES PRICE ($) DATE
---- ------- --------- --------- ----

Geoffrey W. Ramsey 20,000 22.9% $2.40 12/4/00

David J. Murphy 20,000 22.9% $2.40 12/4/00

Anne L. Ramsey 5,000 5.7% $2.40 12/4/00

Gilbert Rossomando 12,000 13.7% $2.40 12/4/00

Mark Cerreta 12,000 13.7% $2.40 12/4/00

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF
LIABILITY

Section 7-109-101 of the Colorado General Business Corporation Law
("CBCL") authorizes a corporation's board of directors to grant indemnity
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.

As permitted by the CBCL, our Certificate of Incorporation includes a
provision that eliminates the personal liability of our directors for
monetary damages for breach of fiduciary duty as a director, except for
liability:

* for any breach of the director's duty of loyalty to Host or our
shareholders;

* for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;

* under Section 174 of the CBCL (regarding unlawful dividends and
stock purchases) or

* for any transaction from which the director derived an improper
personal benefit.

As permitted by the CBCL, our By-Laws provide that we are required to
indemnify our directors and officers to the fullest extent permitted by the
CBCL, and that we are permitted to indemnify our other employees to the
extent permitted by law.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise,
we have 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.

-70-

CERTAIN RELATIONSHIPS AND TRANSACTIONS

We lease approximately 3,000 square feet of office space in
Bridgeport, Connecticut for our wholly-owned subsidiary, Lindley Food
Services, Inc. from Gilbert Rossomando, the President of Lindley and a
director, and Mark Cerreta, the Executive Vice President of Lindley and a
principal shareholder. The rent on the lease is $3,000 per month. We
believe this is a competitive lease rate for similar real estate in
Bridgeport, Connecticut area where the office is located. All future
transactions with management must be reviewed and approved by all of Host's
independent directors.

SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On April 24, 2001, Host held a special shareholder's meeting to
approve for sale and issuance up to $2.6 million worth of shares of common
stock (or securities convertible into common stock) in an equity private
transaction to a limited number of investors. The offering was for 800,000
units consisting of 800,000 shares of common stock and 400,000 warrants to
purchase common stock. The offering price was $3.25 per unit, but
management had the right to lower the offering price based on Host's market
price, but not less than $2.75 per unit. The warrants are exercisable at
$5.50 per warrant for a period of five (5) years. The shareholders
approved the proposal and Host sold 65,384 units at $3.25 per unit and
closed the offering on June 21, 2001.

-71-

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of shares of Host and Select stock as of [ ], 2001, and as
adjusted to give pro forma effect to the merger, by (a) each shareholder
known to own beneficially more than 5% of either the Host common or
preferred stock or Select common stock outstanding on such date, (b) each
director of Host and Select prior to the merger, (c) each director of Host
following the merger, (d) each executive officer of Host following the
merger, and (e) all directors and executive officers of Host and Select
(both prior to and following the merger) as a group:

SHARES OF HOST COMMON SHARES OF SELECT COMMON SHARES OF HOST COMMON
PRESENT AND PROPOSED AND PREFERRED STOCK STOCK AND PREFERRED STOCK
DIRECTORS, OFFICERS BEFORE MERGER(1) BEFORE MERGER(1) AFTER MERGER(1)
AND 5% SHAREHOLDERS NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
------------------- ------ ------- ------ ------- ------ -------

Geoffrey W. and Debra
Ramsey(2) 326,350 15.04% - - 326,350 11.37%
David J. Murphy(3) 323,100 14.89% - - 323,100 11.26%
Anne L. Ramsey(4) 25,327 1.17% - - 25,327 0.88%
Thomas P. and Irene
Eagan(5) 131,250 6.05% - - 131,250 4.57%
Patrick J. Healy(6) 18,850 0.86% - - 18,850 0.66%
John D'Antona(7) 18,750 0.86% - - 18,750 0.66%
Gilbert Rossomando(8) 111,061 5.12% - - 111,061 3.87%
Mark Cerreta(9) 111,061 5.12% - - 111,061 3.87%
Robert Vaughn(10) 150,000 6.91% - - 150,000 5.23%
Roger Lockhart(11) 102,800 4.74% 370,000 49.42% 448,730 15.63%
Tammi Didlot(12) - - - - - -
Cheryl York(13) - - 12,500 1.67% 11,687 *
Norena P. Walker(14) - - 100,000 13.36% 93,495 3.26%
Mike J. Addington(15) 12,700 * 50,000 6.68% 59,448 2.07%
Ray T. McGee(16) - - 37,500 5.01% 35,061 1.22%
John W. Ritter(17) 42,100 1.94% 37,500 5.01% 77,161 2.69%

All executive officers
and directors as a group 1,065,749 49.11% 382,500 51.09% 1,065,749 37.13%

__________________
* Less than 1%.
(1) Includes shares of common stock not outstanding, but which are subject
to options exercisable within 60 days of the date of the information
set forth in this table, which are deemed to be outstanding for the
purpose of computing the shares held and percentage of outstanding
common stock with respect to the holder of such options. Such shares
are not, however, deemed to be outstanding for the purpose of
computing the percentage of any other person.
(2) Mr. Ramsey is the beneficial owner of 21,350 shares of common stock,
options to purchase 80,000 shares of common stock and 225,000 shares
of Series A preferred stock. Mr. Ramsey's business address is c/o
Host America, 2 Broadway, Hamden, CT 06518.
(3) Mr. Murphy is the beneficial owner of 18,100 shares of common stock,
options to purchase 80,000 shares of common stock and 225,000 shares
of Series A preferred stock. Mr. Murphy's business address is c/o
Host America, 2 Broadway, Hamden, CT 06518.
(4) Ms. Ramsey is the beneficial owner of 577 shares of common stock and
options to purchase 24,750 shares of common stock. Ms. Ramsey's
business address is c/o Host America, 2 Broadway, Hamden, CT 06518.
(5) Mr. Eagan is the beneficial owner of 3,000 shares of common stock,
options to purchase 28,250 shares of common stock and 100,000 shares
of Series A preferred stock. Mr. Eagan's business address is 11
Woodhouse Ave., Northford, CT 06472.

-72-

(6) Mr. Healy is the beneficial owner of 100 shares of common stock and
options to purchase 18,750 shares of common stock. Mr. Healy's
business address is c/o Host America, 2 Broadway, Hamden, CT 06518.
(7) Mr. D'Antona is the beneficial owner of options to purchase 18,750
shares of common stock. Mr. D'Antona's business address is c/o Host
America, 2 Broadway, Hamden, CT 06518.
(8) Mr. Rossomando is the beneficial owner of 99,061 shares of common
stock and options to purchase 12,000 shares of common stock. Mr.
Rossomando's business address is c/o Host America, 2 Broadway, Hamden,
CT 06518.
(9) Mr. Cerreta is the beneficial owner of 99,061 shares of common stock
and options to purchase 12,000 shares of common stock. Mr. Cerreta's
business address is c/o Host America, 2 Broadway, Hamden, CT 06518.
(10) Mr. Vaughn is the beneficial owner of 150,000 shares of Series A
preferred stock. Mr. Vaughn's business address is 2315 Kachina
Street, Mesa, AZ 85203.
(11) Mr. Lockhart is the beneficial owner of 46,400 shares of Host common
stock and 8,300 publicly-traded warrants to purchase 8,300 shares of
Host common stock. Mr. Lockhart's wife owns 48,100 publicly-traded
warrants to purchase 48,100 shares of Host common stock. Mr.
Lockhart's business address is P.O. Box 10, Beaver, AR 72613.
(12) Ms. Didlot's business address is 2200 Southeast 3rd St., Moore, OK
73160.
(13) Ms. York's business address is 16051 C Street, Oklahoma City, OK
73165.
(14) Ms. Walker's business address is 720 S. Henney Road, Arcadia, OK 73007
(15) Mr. Addington is the beneficial owner of 12,700 publicly-traded
warrants to purchase 12,700 shares of Host common stock. Mr.
Addington's business address is 105 Utah Avenue, Yukon, OK 73099.
(16) Mr. McGee's business address is 1010 Arlington Drive, Yukon, OK 73099.
(17) Mr. Ritter is the beneficial owner of 42,900 publicly-traded warrants
to purchase 42,900 shares of Host common stock. Mr. Ritter's business
address is 255 CR 256, Eureka Springs, AR 72631.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, during the fiscal year ended June 29, 2001, our ten
percent shareholders, officers and directors timely complied with all
applicable filing requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended. This statement is based solely on a
review of the copies of such reports furnished to Host by such reporting
persons and their written representations that such reports accurately
reflect all reportable transactions.

-73-

DESCRIPTION OF HOST CAPITAL STOCK

THE FOLLOWING IS A SUMMARY DESCRIPTION OF THE MATERIAL ASPECTS OF THE
CAPITAL STOCK OF HOST AND IS QUALIFIED IN ITS ENTIRETY BY THE COMPLETE TEXT
OF HOST'S CERTIFICATE OF INCORPORATION AND BYLAWS WHICH ARE INCORPORATED
HEREIN BY REFERENCE.

GENERAL

The authorized capital stock of Host upon completion of the merger
will consist of 80,000,000 shares of common stock, $0.001 par value, and
2,000,000 shares of preferred stock, $0.001 par value. It is anticipated
that approximately 2,170,147 shares of Host common stock and 700,000 shares
of Series A preferred stock will be issued and outstanding immediately
after the completion of the merger.

COMMON STOCK

Each share of Host common stock entitles the holder to one vote on
matters submitted to a vote of the shareholders. The holders of Host
common stock will not be entitled to cumulate votes for the election of
directors.

The holders of Host common stock are entitled to receive ratably a
share of dividends declared by the Host board of directors. In the event
of liquidation, dissolution or winding up of Host, holders of Host common
stock have the right to a ratable portion of the assets remaining after the
payment of liabilities and liquidation preferences of any outstanding
shares of Host preferred stock. The holders of Host common stock have no
preemptive rights or rights to convert their Host common stock into other
securities. All outstanding shares of Host common stock immediately
following completion of the merger will be fully paid and nonassessable.
The rights of the holders of Host common stock will be subject to, and may
be adversely affected by, the rights of the holders of Host preferred
stock, if any.

PREFERRED STOCK

Host's Certificate of Incorporation provides that Host preferred stock
may be issued from time to time in one or more series. Host's board of
directors has the authority to fix and determine the number of shares
constituting each such series and the relative rights, preferences,
privileges and immunities, if any, and any qualifications, limitations or
restrictions thereof, of the shares thereof, including the authority to fix
and determine the dividend rights, dividend rates, conversion rights,
voting rights and terms of redemption (including sinking fund provisions),
redemption prices and liquidation preferences of any wholly unissued series
of Host preferred stock and to increase or decrease the number of shares of
any outstanding series, without further vote or action by Host's
shareholders.

There are currently 700,000 shares of Series A preferred stock issued
to four (4) of our officers and directors. Each share of Series A
preferred stock is convertible into one (1) share of common stock. Each
share of Series A preferred stock has the same voting rights as a share of

-74-

common stock. Further, the Series A preferred stock has no liquidation or
other priorities over our common stock.

The remaining shares of preferred stock may be issued in one or more
series from time to time with such designations, rights, preferences and
limitations as our board of directors may determine without approval of our
shareholders. The rights, preferences and limitations of separate series
of serial preferred stock may differ with respect to such matters as may be
determined by our board of directors, including without limitation, the
rate of dividends, method or nature or prepayment of dividends, terms of
redemption, amounts payable on liquidation, sinking fund provisions,
conversion rights and voting rights. The ability of the board to issue
preferred stock could also be used by it as a means for resisting a change
of control and can therefore be considered an "anti-takeover" device. We
currently have no plans to issue any shares of preferred stock.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent of Host is Computershare Trust
Company, Inc., 12039 West Alameda Parkway, Suite 22, Lakewood, Colorado
80228.

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

The consolidated financial statements of Host America Corporation at
June 29, 2001 and June 30, 2000, included in the proxy statement have been
audited by DiSanto Bertoline & Co, P.C., independent auditors, as set forth
in their report appearing elsewhere herein, and are included in reliance
upon such report given on the authority of such firm as experts in
accounting and auditing.

The financial statements of Selectforce Inc. at December 31, 2000,
included in the proxy statement have been audited by DiSanto Bertoline &
Co., P.C., independent auditors, as set forth in their report appearing
elsewhere herein, and are included in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.

Host's Annual Report to Shareholders for the year ended June 29, 2001
is enclosed.

DATE FOR RECEIPT OF SHAREHOLDERS PROPOSALS

Shareholders interested in presenting a proposal for consideration at
our annual meeting of shareholders in the year 2002 may do so by following
the procedures prescribed in Rule 14a-8 of the Securities Exchange Act of
1934, as amended. To be eligible for inclusion in our 2002 proxy
statement, proposals must be received by Host no later than [ ],
2002.

OTHER BUSINESS

As of the date of this proxy statement, we are not aware of any matter
to be presented at the meeting other than as set forth herein. However, if
any other matters are properly brought

-75-

before the meeting, the shares represented by valid proxies will be voted
with respect to such matters in accordance with the judgment of the persons
voting them.

LEGAL MATTERS

The validity of the shares of Host common stock offered by this proxy
statement has been passed upon by Berenbaum, Weinshienk & Eason, P.C.,
Denver, Colorado. Certain legal matters with respect to the merger have
been passed upon for Select by Brewer & Pritchard, P.C., Houston, Texas.

WHERE YOU CAN FIND MORE INFORMATION

Host files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission.
Shareholders may read and copy any reports, statements or other information
filed by Host at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the Commission
at 1-800-SEC-0330 for further information on the public reference rooms.
Host's filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site maintained by
the Commission at http://www.sec.gov.

Host has supplied all information contained in this proxy statement
relating to Host, and Select has supplied all information contained in this
proxy statement relating to Select. Neither Host nor Select warrants the
accuracy or completeness of information relating to the other. Host is
responsible for the accuracy and completeness of the disclosure in the
proxy statement.

Shareholders can obtain any of the reports referenced above through
Host or the Commission. Documents are available from Host without charge,
excluding all exhibits. Shareholders may obtain such documents by
requesting them orally or in writing to the following addresses or by
telephone:

Host America Corporation
Attn: Geoffrey Ramsey
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100

If you would like to request documents, please do so by [ ],
2001 in order to receive them before the Host annual meeting.

Host shareholders should rely only on the information contained in
this proxy statement and certain documents to which we refer. Neither Host
nor Select has authorized anyone to provide information that is different
from what is contained in this proxy statement. This proxy statement is
dated [ ], 2001. Shareholders should not assume that the information
contained in this proxy statement is accurate as of any other date, and
neither the mailing of this proxy statement to shareholders nor the
issuance of Host common stock in the merger shall create any implication to
the contrary.

-76-

INDEX TO FINANCIAL STATEMENTS

PAGE
----

HOST AMERICA CORPORATION

Independent Auditors' Report. . . . . . . . . . . . . . . . . . .F-1

Consolidated Balance Sheets, June 29, 2001 and June 30, 2000. . .F-2

Consolidated Statements of Operations and Comprehensive Loss,
years ended June 29, 2001 and June 30, 2000 . . . . . . . . . . .F-3

Consolidated Statements of Changes in Stockholders' Equity,
Years ended June 29, 2001 and June 30, 2000 . . . . . . . . . . .F-4

Consolidated Statements of Cash Flows, Years ended June 29, 2001
and June 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . .F-5

Notes to Consolidated Financial Statements. . . . . . . . F-6 - F-17

SELECTFORCE INC.

Independent Auditors' Report. . . . . . . . . . . . . . . . . . F-18

Balance Sheets, June 30, 2001 (unaudited), December 31, 2000
(audited) and 1999 (unaudited). . . . . . . . . . . . . . . . . F-19

Statements of Operations for the six months ended June 30, 2001
and 2000 (unaudited) and the years ended December 31, 2000
(audited) and 1999 (unaudited). . . . . . . . . . . . . . . . . F-20

Statement of Changes in Stockholders' Equity for the period
July 11, 2000 (Inception) through December 31, 2000 . . . . . . F-21

Statements of Cash Flows for the six months ended
June 30, 2001 and 2000 (unaudited) and the years ended
December 31, 2000 (audited) and 1999 (unaudited). . . . . . . . F-22

Notes to Financial Statements . . . . . . . . . . . . . .F-23 - F-27

-77-

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Host America Corporation

We have audited the accompanying consolidated balance sheets of Host
America Corporation and subsidiary (the Company) as of June 29, 2001 and
June 30, 2000, and the related consolidated statements of operations and
comprehensive loss, changes in stockholders' equity, and cash flows for the
years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Host
America Corporation and subsidiary as of June 29, 2001 and June 30, 2000,
and the results of their operations and their cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.

/s/ DiSanto Bertoline & Company, P.C.
Glastonbury, Connecticut
August 17, 2001

F-1

HOST AMERICA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 29, 2001 AND JUNE 30, 2000

ASSETS

June 29, 2001 June 30, 2000
---------------- ----------------

CURRENT ASSETS
Cash and cash equivalents $ 360,077 $ 1,720,407
Accounts receivable, net of allowance for
doubtful accounts of $15,000 and $21,000 as of
June 29, 2001 and June 30, 2000, respectively 2,684,758 934,202
Inventory 567,242 258,977
Prepaid expenses and other 257,562 152,588
------------ ------------
Total current assets 3,869,639 3,066,174

PROPERTY AND EQUIPMENT, net 960,580 670,263

OTHER ASSETS
Other 59,543 -
Goodwill, net 4,093,391 -
------------ ------------
4,152,934 -
------------ ------------
$ 8,983,153 $ 3,736,437
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Demand note payable $ 892,889 $ -
Current portion of long-term debt 504,461 145,035
Accounts payable 1,597,941 690,532
Accrued expenses 479,306 313,452
------------ ------------
Total current liabilities 3,474,597 1,149,019

LONG-TERM DEBT, less current portion included above 1,891,891 152,162

INTEREST RATE SWAP 111,568 -

COMMITMENTS - -

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 2,000,000 shares
authorized 700 700
Common stock, $.001 par value, 80,000,000 shares
authorized 1,413 1,139
Additional paid-in capital 8,770,088 7,546,566
Deficit (5,155,536) (5,113,149)
Accumulated other comprehensive loss (111,568) -
------------ ------------
Total stockholders' equity 3,505,097 2,435,256
------------ ------------
$ 8,983,153 $ 3,736,437
============ ============

The accompanying notes are an integral part of these consolidated
financial statements.
F-2

HOST AMERICA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000

For the years ended
-----------------------------------
June 29, 2001 June 30, 2000
---------------- ----------------

NET REVENUES $ 21,636,168 $ 13,019,800

COST OF GOODS SOLD 16,841,625 11,652,380
------------ ------------

Gross profit 4,794,543 1,367,420

GENERAL AND ADMINISTRATIVE EXPENSES 4,561,639 2,138,667
------------ ------------

Income (loss) from operations 232,904 (771,247)
------------ ------------

OTHER INCOME (EXPENSE)
Other income, net 52,670 129,481
Interest expense (283,461) (32,285)
------------ ------------
(230,791) 97,196
------------ ------------

Income (loss) before provision for income taxes 2,113 (674,051)

PROVISION FOR INCOME TAXES 44,500 -
------------ ------------

Net loss (42,387) (674,051)

OTHER COMPREHENSIVE LOSS, before tax
Interest rate swap adjustments:
Unrealized loss on agreement (141,876) -
Reclassification adjustment for losses included
in net loss 30,308 -
------------ ------------

Other comprehensive loss, before tax (111,568) -

Provision for (benefit from) income tax related
to other comprehensive loss - -
------------ ------------

Other comprehensive loss, net of tax (111,568) -
------------ ------------

Comprehensive loss $ (153,955) $ (674,051)
============ ============

Net loss per common share $ (0.03) $ (0.59)
============ ============

WEIGHTED AVERAGE SHARES OUTSTANDING 1,324,524 1,136,712
============ ============

The accompanying notes are an integral part of these consolidated
financial statement.
F-3

HOST AMERICA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000

Accumulated
Preferred Stock Common Stock Additional Other Total
-------------------- -------------------- Paid-in Comprehensive Stockholders'
Shares Amount Shares Amount Capital Deficit Loss Equity
-------- -------- -------- -------- --------- --------- ---------- --------

Balance,
June 25, 1999 700,000 $ 700 1,130,000 $ 1,130 $ 7,526,175 $(4,439,098) $ - $ 3,088,907

Issuance of
common stock - - 8,895 9 20,391 - - 20,400

Comprehensive loss - - - - - (674,051) - (674,051)
-------- ------- ---------- --------- ----------- ----------- --------- -----------
Balance,
June 30, 2000 700,000 700 1,138,895 1,139 7,546,566 (5,113,149) - 2,435,256

Issuance of
common stock - - 274,049 274 1,223,522 - - 1,223,796

Comprehensive loss - - - - - (42,387) (111,568) (153,955)
-------- ------- ---------- --------- ----------- ----------- --------- -----------

Balance,
June 29, 2001 700,000 700 1,412,944 $ 1,413 $ 8,770,088 $(5,155,536) $(111,568) $ 3,505,097
======== ======= ========== ========= =========== =========== ========= ===========

The accompanying notes are an integral part of these consolidated
financial statements.
F-4

HOST AMERICA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 29, 2001 AND JUNE 30, 2000

For the years ended
-----------------------------------
June 29, 2001 June 30, 2000
---------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (42,387) $ (674,051)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 588,026 227,016
Gain on disposal of assets (20,994) -
Changes in operating assets and liabilities:
Increase in accounts payable 351,584 328,005
Increase in accounts receivable (21,035) (487,011)
(Decrease) increase in accrued expenses (52,985) 197,002
Increase in prepaid expenses and other assets (55,440) (14,801)
Increase in inventory (105,619) (37,273)
------------ ------------
Net cash provided by (used in) operating
activities 641,150 (461,113)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment 16,266 17,694
Purchases of property and equipment (125,808) (277,201)
Cash paid for business acquired (4,912,867) -
------------ ------------
Net cash used in investing activities (5,022,409) (259,507)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 2,500,000 -
Proceeds from demand note payable 992,889 -
Proceeds from issuance of common stock and
warrants, net 219,416 20,400
Deferred financing costs (25,000) -
Payments on demand note payable (100,000)
Principal payments on long-term debt (566,376) (169,888)
------------ ------------
Net cash provided by (used in) financing
activities 3,020,929 (149,488)
------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (1,360,330) (870,108)

CASH AND CASH EQUIVALENTS, beginning of year 1,720,407 2,590,515
------------ ------------

CASH AND CASH EQUIVALENTS, end of year $ 360,077 $ 1,720,407
============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for business acquired is comprised of:
Fair value of assets acquired $ 6,847,845 $ -
Liabilities assumed 934,978 -
------------ ------------
Purchase price, net of cash received 5,912,867 -
Common stock issued for acquired business (1,000,000) -
------------ ------------
Net cash paid for business acquired $ 4,912,867 $ -
============ ============

Cash paid during the year for:
Interest $ 272,761 $ 32,285
Income taxes 39,500 -
Non-cash investing and financing activities:
Equipment acquired through assumption of
notes payable and capital leases 160,370 121,409

The accompanying notes are an integral part of these consolidated
financial statements.
F-5

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Host America Corporation ("Host") was incorporated in Delaware on
February 6, 1986 with the name University Dining Services, Inc.
On March 9, 1998, Host filed a certificate of amendment changing
its name to Host America Corporation, and during fiscal 1999
changed its state of incorporation from Delaware to Colorado.
Host 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 located in the Northeast. In
July 2000, Host purchased all of the issued and outstanding
shares of Lindley Food Service Corporation ("Lindley") (SEE NOTE
2). Lindley provides unitized meals primarily under fixed-price
contracts for governmental programs in Connecticut and
Massachusetts.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
Host and Lindley, (combined the "Company"). All material
intercompany balances and transactions have been eliminated in
consolidation.

FISCAL YEAR

The Company's fiscal year ends on the last Friday in June. The
fiscal year ended June 29, 2001 contains fifty-two weeks. The
fiscal year ended June 30, 2000 contains fifty-three weeks.

USE OF ESTIMATES

The preparation of the consolidated financial statements in
conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect
the reported amounts and disclosures in the consolidated
financial statements. 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 cash
equivalents totaling $-0- and $1,805,600 at June 29, 2001 and
June 30, 2000, respectively.

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.

F-6

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

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.

REVENUE RECOGNITION

The Company's revenue is recognized at the point of sale of food
and merchandise items and upon delivery of service for catering,
restaurant management and related services.

INCOME TAXES

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

NET LOSS PER COMMON SHARE

Net loss per common share was computed based upon 1,324,524 and
1,136,712 weighted average shares outstanding during the years
ending June 29, 2001 and June 30, 2000, respectively. Dilutive
earnings per share is not presented as the potentially dilutive
convertible preferred stock and stock purchase options are anti-
dilutive.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 130, REPORTING COMPREHENSIVE INCOME, which
establishes standards for reporting and display of comprehensive
income (loss) and its components (i.e. revenues, expenses, gains,
and losses) in the accompanying consolidated financial
statements.

F-7

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SEGMENT INFORMATION

Statement of Financial Accounting Standards (SFAS) No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, was issued effective for fiscal years ending after
December 15, 1998. The Company's primary operating segments are
the management of corporate restaurants, catering and vending
operations (Host), and the preparation of unitized meals
(Lindley).

RECENT ACCOUNTING STANDARDS

DERIVATIVES

Statement of Financial Accounting Standards (SFAS) No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,
establishes accounting for derivative instruments as well as
hedging activities. An interest rate swap is used by the Company
to manage liquidity and interest rate exposure. The Company
entered into this agreement with a major financial institution.

ACCOUNTING FOR BUSINESS COMBINATIONS

Statements of Financial Accounting Standards (SFAS) No. 141,
BUSINESS COMBINATIONS and SFAS No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS were issued in July, 2001. These standards
change the accounting for business combinations by, among other
things, prohibiting the prospective use of pooling-of-interests
accounting and requiring companies to stop amortizing goodwill
and certain intangible assets with indefinite useful lives.
Instead, goodwill and intangible assets deemed to have an
indefinite useful life will be subject to an annual review for
impairment. The new standards generally will be effective for
fiscal years beginning after December 12, 2001 unless the Company
elects for early adoption in which case the standard will be
effective in the first quarter of fiscal 2002 and for purchase
business combinations consummated after June 30, 2001.

Upon adoption, the Company will stop amortizing goodwill which,
based on the current levels of goodwill, would reduce
amortization expense and increase net income by approximately
$290,000 per year.

NOTE 2 - ACQUISITION

On July 31, 2000, the Company purchased all of the issued and
outstanding shares of Lindley, plus acquisition costs, resulting
in a total purchase price of $5,912,867. The acquisition was
partially financed by a $2,500,000 five-year term loan. Lindley
is engaged in the preparation of meals for various governmental
programs primarily under fixed-price contracts. The acquisition
was accounted for using the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets
purchased and the liabilities assumed based upon their fair
values at the date of acquisition. The excess of the purchase
price over the fair value of the net assets acquired was
approximately $4,351,000, and has been recorded as goodwill,
which is amortizable on a straight-line basis over fifteen years.
The amount of goodwill amortization was $257,387 for the year
ended June 29, 2001.

F-8

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 2 - ACQUISITION (Continued)

Also, in accordance with the share purchase agreement, Host shall
pay to the Sellers of Lindley an "Earnout EBITA" equal to a ten
percent (10%) earnings interest ("Earnout Percentage Points") in
the on-going operations of Lindley. The ultimate payment is
calculated in accordance with a formula based upon the Lindley
operations over a two (2) year period, ending June 30 of the
particular exercised year. The Sellers may collectively elect to
exercise up to, but not more than five percent (5%) of their
Earnout Percentage Points starting June 30, 2002, and,
thereafter, have the option to continue to exercise their
remaining Earnout Percentage Points on each June 30 anniversary
through June 30, 2007. No amounts have been accrued under this
provision since the contingent factors have not been satisfied as
of June 29, 2001.

The following information reflects the pro forma results of
operations of the Company for the years ended June 29, 2001 and
June 30, 2000 assuming the Lindley acquisition occurred at the
beginning of the respective years. The pro forma results have
been prepared for comparative purposes only and are not
necessarily indicative of the results of operations that might
occur in the future or that would have occurred had the
acquisition of Lindley been affected on the dates indicated.

June 29, 2001 June 30, 2000
------------- -------------

Net revenues $ 22,318,306 $ 21,435,553
Income from operations 281,114 270,087
Net income 17,082 16,406
Net income per common share .01 .01

NOTE 3 - FINANCIAL INSTRUMENTS

CONCENTRATIONS OF CREDIT RISK

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

* Cash and cash equivalents - 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. The Company has cash balances
on deposit with banks at June 29, 2001 and June 30, 2000
that exceeded federal depository insurance limits by
$175,175 and $1,853,318, respectively.

* Accounts receivable - The Company grants credit to its
customers, substantially all of whom are providing full
service restaurant and employee dining services or
administer programs requiring the delivery of unitized
meals. One major customer comprised 15% and four major
customers comprised 41% of accounts receivable as of June
29, 2001 and June 30, 2000, respectively. Net revenues from
individual customers which exceeded ten percent of total net
revenues during the years ended June 29, 2001 and June 30,
2000 aggregated 23% (2 customers) and 36% (2 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.

F-9

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 3 - FINANCIAL INSTRUMENTS (Continued)

CONCENTRATIONS OF CREDIT RISK (Continued)

* Interest rate swap - The Company is exposed to credit loss
in the event of nonperformance by the counterparty of the
interest rate swap agreement. The counterparty is a major
financial institution and the Company does not anticipate
nonperformance.

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 and cash equivalents, accounts receivable, accounts
payable and accrued expenses - The carrying amounts
approximate their fair value because of the short maturity
of those instruments.

* Demand note payable and long-term debt - The carrying
amounts approximate their fair value as the interest rates
on the debt approximates the Company's current incremental
borrowing rate.

* Interest rate swap - The fair value of the interest rate
swap was obtained from a dealer quote. The value represents
the actual amount the Company would pay to terminate the
agreement taking into consideration current interest rates.

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

NOTE 4 - PROPERTY AND EQUIPMENT

A summary of property and equipment as of June 29, 2001 and
June 30, 2000 is as follows:

2001 2000
-------- --------

Equipment and fixtures $1,353,543 $ 878,599
Vehicles 276,586 138,513
Leasehold improvements 580,821 1,402
---------- ----------
2,210,950 1,018,514
Less: accumulated depreciation
and Amortization 1,250,370 348,251
---------- ----------
$ 960,580 $ 670,263
========== ==========

Depreciation and amortization expense for the years ended June
29, 2001 and June 30, 2000 totaled $322,532 and $227,016,
respectively.

F-10

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 5 - DEMAND NOTE PAYABLE

The Company has a line of credit with a bank which provides for
borrowings, based on a collateral formula, up to a maximum of
$1,200,000 maturing on November 1, 2001. Interest is payable
monthly on amounts outstanding at a variable rate which at all
times is equal to the bank's prime rate (7% at June 29, 2001).
Total borrowings outstanding at June 29, 2001 totaled $892,889.

The demand note and the term note payable (SEE NOTE 6) are
collateralized by substantially all the assets of the Company.

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following as of June 29, 2001 and
June 30, 2000:

2001 2000
---------- ----------

Term note payable to a bank. The term
note requires monthly principal
installments ranging from $30,000 to
$47,500 plus interest at LIBOR plus
2.5% (6.56% at June 29, 2001) and
matures on August 1, 2005. $ 2,200,000 $ -

Various equipment notes payable at
interest rates ranging from 8% to
12.5%, maturing through April, 2004.
The notes are secured by the related
equipment. 141,305 117,337

Various vehicle notes payable at
interest rates ranging from 4.9% to
11.6%, maturing through April, 2004.
The notes are secured by the related
vehicles. 55,047 65,216

Note payable to a bank with monthly
principal payments of $1,250 plus
interest at 10%. - 33,750

Note payable to a bank at 8.25% interest,
payable in monthly installments of
principal and interest totaling $2,680.
The note is secured by all assets of the
company. - 80,894
----------- -----------
2,396,352 297,197
Less: current portion 504,461 145,035
----------- -----------
$ 1,891,891 $ 152,162
=========== ===========

F-11

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 6 - LONG-TERM DEBT (Continued)

Maturities of long-term debt for each of the fiscal years
succeeding June 29, 2001 are as follows:

2002 $ 504,461
2003 608,847
2004 618,044
2005 570,000
2006 95,000
-----------
$ 2,396,352
===========

The demand note payable and term note payable to a bank are
subject to certain financial covenants, noncompliance with which
would be considered an event of default and provide the bank with
the right to demand repayment prior to the maturity date. The
Company was not in compliance with certain of these covenants,
however, the bank has waived the right to exercise its remedies
in default for these specific instances of noncompliance.

NOTE 7 - INTEREST RATE SWAP

The Company entered into an interest rate swap agreement on July
31, 2000 effectively replacing variable interest payments (LIBOR
+ 2.5%) with fixed interest payments (9.77%) in order to hedge
against the changes in the amount of future cash flows associated
with payments on variable rate debt. As of June 29, 2001 the
Company was paying a fixed rate of 7.27% and receiving 4.06% on
a notional amount of $2,200,000. The differential paid on the
interest rate swap agreement is recognized currently as an
adjustment to interest expense and totaled $30,308 for the year
ended June 29, 2001. The interest rate swap, totaling $111,586
at June 29, 2001, is reflected at fair value in the Company's
consolidated balance sheet and the related loss on this contract
is deferred in shareholders' equity (as a component of
accumulated other comprehensive loss). This deferred loss is
then amortized as an adjustment to interest expense over the same
period in which the related interest payments being hedged are
recognized in income. The effect of this accounting on the
Company's operating results is that the interest expense on the
portion of variable-rate debt being hedged is generally recorded
based on a fixed interest rate (9.77%).

NOTE 8 - STOCKHOLDERS' EQUITY

STOCK OPTIONS

In August, 1997, the Company granted stock purchase options to
certain officers and directors of the Company, extending the
right to purchase up to 12,000 shares of the Company's common
stock at an exercise price determined by the Company's Board of
Directors to be five dollars per share.

In August 1998, the Company adopted the 1998 Stock Option Plan.
In July, 1999 and May, 2000, the Company granted 90,000 and
110,000 options, respectively, at an exercise price determined by
the Company's Board of Directors to be $2.25 and $4.00 per share,
respectively.

F-12

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

In December 2000, the Company granted 97,500 options at an
exercise price determined by the Company's Board of Directors to
be $2.40 per share. The stock purchase options are subject to
certain adjustment provisions in the event of any stock
dividends, reverse splits and/or reclassifications of common
stock, and expire ten years from the date of the grant.

A summary of the status of the Company's stock options and
changes during the year is presented below:

June 29, 2001 June 30, 2000
---------------------- ----------------------
Outstanding Price Outstanding Price
----------- ----- ----------- -----

Outstanding at
beginning of year 212,000 $2.25-5.00 12,000 $ 5.00
Granted 97,500 2.40 200,000 2.25-4.00
Exercised - - - -
Canceled - - - -
--------- ---------- ---------- ----------
Outstanding at end
of year 309,500 $2.25-5.00 212,000 $2.25-5.00
========= ========== ========== ==========

The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION. The Company applies APB Opinion No. 25 in
accounting for its stock option plans and, accordingly, does not
recognize compensation cost at the grant date. If the Company
had elected to recognize compensation cost based on the fair
value of the options granted at the grant date as prescribed by
SFAS No. 123, net loss and loss per common share would have been
adjusted to the pro forma amounts indicated below:

June 29, 2001 June 30, 2000
------------- -------------

Net loss - as reported $ (42,387) $ (674,051)
Net loss - pro forma (136,963) (1,172,351)
Loss per common share - as reported (.03) (.59)
Loss per common share - pro forma (.10) (1.03)

The fair value of each option grant is estimated on the date of
grant with the following assumptions:

Expected dividend yield 0%
Expected volatility N/A
Risk-free interest rate 5.2%
Expected life of options 120 months

PREFERRED STOCK

On March 1, 1998, the Company issued 700,000 shares of preferred
stock to certain officers and directors of the Company. Each
share of preferred stock is convertible into one share of common
stock at a conversion value of $5.00 per share. The conversion
price can potentially decrease should the Company meet certain
revenue and pre-tax earnings incentives over the next three years
and in the event the Company does not attain any of the
incentives, 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 at the end of five
(5) years. The preferred shares have been valued by the Board of
Directors at $5.00 per share based on the stock's conversion
value. The preferred shares are entitled to vote on all matters
that the common stock is entitled to vote on based on one vote
per share.

F-13

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 9 - INCOME TAXES

The provision for income taxes consists of the following for the
years ending June 29, 2001 and June 30, 2000:

2001 2000
---------- ----------

Current
Federal $ - $ -
State 44,500 -
Deferred - -
------------ ------------
$ 44,500 $ -
============ ============

The Company has federal net operating loss carryforwards of
approximately $1,084,000 expiring through fiscal 2020.

Expected tax expense based on the federal statutory rate is
reconciled with the actual expense for the years ended June 29,
2001 and June 30, 2000 as follows:

2001 2000
---------- ----------

Statutory federal income tax 34% 34%
State income taxes 2,107 -
Other 1 1
Change in valuation allowance (35) (35)
------------ ------------
2,107% -
============ ============

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

2001 2000
---------- ----------

Net operating loss - federal $ 319,000 $ (411,000)
Net operating loss - state 79,000 (75,000)
Interest rate swap (49,000) -
Valuation allowance (353,000) 486,000
------------ ------------
$ - $ -
============ ============

The components of the deferred tax asset account as of June 29,
2001 and June 30, 2000 are as follows:

2001 2000
---------- ----------

Deferred tax assets:
Issuance of preferred stock $ 980,000 $ 980,000
Net operating loss - federal 368,000 687,000
Net operating loss - state 86,000 165,000
Interest rate swap 45,000 -
Allowance for doubtful accounts 6,000 6,000
Valuation allowance (1,455,000) (1,808,000)
------------ ------------
Total deferred tax asset $ 30,000 $ 30,000
============ ============

F-14

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 9 - INCOME TAXES (Continued)

The Company establishes a valuation allowance in accordance with
the provisions of SFAS No. 109, ACCOUNTING FOR INCOME TAXES.
The Company continually reviews the adequacy of the valuation
allowance and recognizes a benefit from income taxes only when
reassessment indicates that it is more likely than not that the
benefits will be realized. In fiscal 2001, the Company decreased
the valuation allowance by approximately $353,000 based upon
reasonable and prudent tax planning strategies.

NOTE 10 - COMMITMENTS

OPERATING LEASES

The Company has several operating leases for its office,
production and warehouse facilities. The Host facility is under
a verbal agreement with a monthly payment of $3,335. The verbal
agreement is an extension of a three year lease agreement which
expired in October, 1997. Lindley has several non-cancelable
operating leases which expire over the next five years. Rent
expense charged to operations under these and preceding leases
aggregated $174,170 and $34,500 for the years ended June 29, 2001
and June 30, 2000, respectively.

The Company is also leasing various vehicles and equipment under
certain other operating leases which expire within one to six
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 $126,804 and $16,475 for the years ended June 29, 2001
and June 30, 2000, respectively.

Lastly, the Company leases food service and banquet facilities
under various lease agreements expiring through December, 2004.
Rent expense charged to operations under these various lease
agreements aggregated $124,450 and $154,626 for the years ended
June 29, 2001 and June 30, 2000, respectively.

Future minimum lease payments on all operating leases for each of
the fiscal years succeeding June 29, 2001 are as follows:

2002 $ 463,630
2003 436,147
2004 423,679
2005 413,210
2006 406,590
2007 and thereafter 382,990
------------
$ 2,526,246
============

F-15

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 10 - COMMITMENTS (Continued)

EMPLOYMENT CONTRACTS

On February 19, 1998, the Company entered into five-year
employment agreements with two of its officers. Under the terms
of the agreements, the President and Vice President of the
Company are to receive annual salaries of $85,000 and $80,000,
respectively, which may be increased 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
allowance, related business expenses and all other benefits
afforded other employees. The Company also provides health,
disability and insurance to each of these individuals. On August
3, 2001, the Board of Directors approved an increase in the
annual salaries of the President and Vice President to $147,000
and $141,750, respectively.

In connection with the July 31, 2000 acquisition of Lindley, the
Company entered into four-year employment agreements with the
President and Vice President of Lindley. Both individuals
receive an expense account, an automobile expense allowance,
related business expenses and all other benefits afforded other
employees. The Company also provides health, disability and
insurance to each of these individuals. In accordance with the
terms of their employment contract, the officers are each
entitled to a salary of $135,000 per year to be increased
annually by five (5) percent.

LETTERS OF INTENT

On March 16, 2001, Host entered into a Letter of Intent ("LOI")
with Select Force, Inc. ("Select"). The LOI provides for the
acquisition of all of the outstanding shares of Select in
exchange for 700,000 shares of Host's restricted Common Stock.
Select is located in Oklahoma City, Oklahoma and provides
employee pre-screening services for employers.

In April 2001, the Company entered into an LOI with Contra-Pak,
Inc. ("CP"). The LOI provides for the acquisition by Host of
CP's assets in exchange for $125,000 in cash and $140,000 of
Host's restricted Common Stock. CP is located in Dallas, Texas
and provides shelf stable meals for "Meals-On-Wheels" programs.

NOTE 11 - ADVERTISING

The Company expenses the production costs of advertising the
first time the advertising takes place. Advertising expense was
$22,563 and $35,338 for the years ended June 29, 2001 and June
30, 2000, respectively.

NOTE 12 - 401K PLAN

The Company has adopted a 401(k) defined contribution pension
plan which covers all participating employees who have a minimum
of one year of service. The Company matches employee
contributions at a rate of twenty-five percent up to a maximum of
three percent of the participating employees' gross earnings.
Employees become fully vested in the Company's contribution after
six years of service. The Company's contribution for the years
ended June 29, 2001 and June 30, 2000 totaled $32,775 and
$15,459, respectively.

F-16

HOST AMERICA CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 29, 2001 AND JUNE 30, 2000

NOTE 13 - RELATED PARTY TRANSACTIONS

The Company leases land and real property from a partnership
owned by certain employees/stockholders. On July 1, 2000, the
lease was amended to change the term from a two-year commitment
to a term that ends on March 31, 2005. Rent expense totaled
$33,000 for the year ended June 29, 2001.

NOTE 14 - INDUSTRY SEGMENT INFORMATION

Segment information has been prepared in accordance with SFAS No.
131, "DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION". The Company has two major reportable segments:
Host America Corporation (Host) and its wholly-owned subsidiary
Lindley Food Service Corporation (Lindley). The segments were
determined based on the types of products and services that the
individual entities offer. The accounting policies of the
segments are the same as those described in the summary of
significant accounting policies.

Business segment financial information as of and for the year
ended June 29, 2001 is as follows:

Lindley Food
Host America Service
Corporation Corporation Total Eliminations Consolidated
----------- ----------- ----------- ------------ ------------

Sales to unaffiliated customers $14,150,598 $ 7,503,518 $21,654,116 $ (17,948) $21,636,168
Segment (loss) profit (369,462) 327,075 (42,387) - (42,387)
Depreciation and amortization 288,971 299,055 588,026 - 588,026
Provision for income taxes 4,500 40,000 44,500 - 44,500
Segment assets 8,117,568 8,983,351 17,100,919 (7,810,115) 9,290,804

The reporting requirements under SFAS No. 131 were prepared as a
result of the Company's acquisition of Lindley during fiscal
2001, therefore the Company did not adopt the reporting
requirements of this statement at June 30, 2000.

F-17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Selectforce, Inc.

We have audited the accompanying balance sheet of Selectforce, Inc. (the
Company) as of December 31, 2000, and the related statements of operations,
changes in stockholders' equity, and cash flows for the year 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 audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit
provides 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 Selectforce, Inc. as of
December 31, 2000, and the results of its operations and its cash flows for
the year then ended in conformity with U.S. generally accepted accounting
principles.

/s/ DiSanto Bertoline & Company, P.C.
Glastonbury, Connecticut
October 13, 2001

F-18

SELECTFORCE, INC.
BALANCE SHEETS

ASSETS

June 30, 2001 December 31, 2000 December 31, 1999
(Unaudited) (Audited) (Unaudited)
----------- --------- -----------

CURRENT ASSETS
Cash $ 585,373 $ 241,048 $ -
Accounts receivable, net of allowance for
doubtful accounts of $7,000 at December 31,
2000 and 1999 225,041 155,434 150,213
Note receivable from director/shareholder - 140,000 -
Prepaid expenses and other 3,600 5,499 1,107
------------ ------------ ------------
Total current assets 814,014 541,981 151,320

PROPERTY AND EQUIPMENT, net 23,568 26,709 32,437

OTHER ASSETS
Intangibles, net - - 48,725
Deposits 126 1,234 1,576
------------ ------------ ------------
126 1,234 50,301
------------ ------------ ------------
$ 837,708 $ 569,924 $ 234,058
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ - $ 5,549 $ -
Accrued expenses and other 96,843 13,612 23,666
------------ ------------ ------------
Total current liabilities 96,843 19,161 23,666

DUE TO EUREKA HOLDING COMPANY, INC. - - 210,392

STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 1,000,000
shares authorized 7,487 7,487 -
Additional paid-in capital 696,907 696,907 -
Retained earnings (deficit) 36,471 (153,631) -
------------ ------------ ------------
Total stockholders' equity 740,865 550,763 -
------------ ------------ ------------
$ 837,708 $ 569,924 $ 234,058
============ ============ ============

The accompanying notes are an integral part of these
financial statements.
F-19

SELECTFORCE, INC.
STATEMENTS OF OPERATIONS

2000 (Audited)
--------------------------------------------------------
Data Information
Services Selectforce, Inc.
For The Six Months Ended -------- -----------------
------------------------ For the Period
Data Information January 1, 2000 For the period Proforma
Selectforce, Inc. Services Through July 11, 2000 Combined
----------------- -------- August 14, 2000 (Inception) Total for the 1999 (Unaudited)
June 30, 2001 June 30, 2000 (Date of Through Year Ended Data Information
(Unaudited) (Unaudited) Acquisition) December 31, 2000 December 31, 2000 Services
----------- ----------- ------------ ----------------- ----------------- --------

NET REVENUES $ 1,040,788 $ 771,480 $ 1,092,930 $ 655,463 $ 1,748,393 $ 1,540,611

OPERATING EXPENSES 831,855 664,673 941,871 795,093 1,736,964 1,386,191
----------- ----------- ----------- ----------- ----------- -----------

Income (loss) from
operations 208,933 106,807 151,059 (139,630) 11,429 154,420

OTHER INCOME
Interest income 6,169 - - 1,999 1,999 -
----------- ----------- ----------- ----------- ----------- -----------

Income (loss) before
provision for income
taxes 215,102 106,807 151,059 (137,631) 13,428 154,420

PROVISION FOR INCOME TAXES 25,000 27,000 38,000 16,000 54,000 32,000
----------- ----------- ----------- ----------- ----------- -----------

Net income (loss) $ 190,102 $ 79,807 $ 113,059 $ (153,631) $ (40,572) $ 122,420
=========== =========== =========== =========== =========== ===========

The accompanying notes are an integral part of these
financial statements.
F-20

SELECTFORCE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JULY 11, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000

Common Stock
------------ Additional Total
Shares Paid-In Stockholders'
Outstanding Amount Capital Deficit Equity
----------- ------ ------- ------- ------

Issuance of stock as compensation
in connection with incorporation
(July 11, 2000) 101,200 1,012 $ 169,299 $ - $ 170,311

Issuance of stock in connection with
acquisition of Data Information
Services division of Eureka
Holding Company, Inc. 647,500 6,475 527,608 - 534,083

Net loss - - - (153,631) (153,631)
----------- ----------- ----------- ----------- -----------

Balance, December 31, 2000 748,700 $ 7,487 $ 696,907 $ (153,631) $ 550,763
=========== =========== =========== =========== ===========

The accompanying notes are an integral part of these
financial statements.
F-21

SELECTFORCE, INC.
STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $ 190,102 $ 79,807 $ 113,059 $ (153,631) $ (40,572) $ 122,420

Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities
Compensation expense
pursuant to stock
issuance - - - 170,311 170,311 -

Depreciation and
amortization 3,141 36,102 51,146 5,739 56,885 52,289

Changes in operating
assets and liabilities:
(Increase) decrease in
other assets 3,007 1,112 1,576 (5,626) (4,050) (1,107)

(Increase) decrease in
accounts receivable (69,607) (62,586) (88,664) 83,443 (5,221) (11,584)

(Decrease) increase in
accounts payable and
accrued expenses 77,682 (16,705) (23,666) 19,161 (4,505) (37,984)
----------- ----------- ----------- ----------- ----------- -----------
Net cash provided by
operating activities 204,325 37,730 53,451 119,397 172,848 124,034
----------- ----------- ----------- ----------- ----------- -----------

CASH FLOWS FROM
INVESTING ACTIVITIES
Cash received from
business acquired - - - 264,083 264,083 -

Repayments of amounts
from director/
shareholder 140,000 - - - - -

Purchases of property
and equipment - - - (2,432) (2,432) (7,593)

Advances to director/
shareholder - - - (140,000) (140,000) -
----------- ----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) investing
activities 140,000 - - 121,651 121,651 (7,593)
----------- ----------- ----------- ----------- ----------- -----------

CASH FLOWS FROM
FINANCING ACTIVITIES
Cash (paid to)/received
from Eureka Holding
Company, Inc., net - (37,730) (53,451) - (53,451) (116,441)
----------- ----------- ----------- ----------- ----------- -----------

NET INCREASE IN CASH 344,325 - - 241,048 241,048 -

CASH, beginning of year 241,048 - - - - -
----------- ----------- ----------- ----------- ----------- -----------

CASH, end of year $ 585,373 $ - $ - $ 241,048 $ 241,048 $ -
=========== =========== =========== =========== =========== ===========

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the year for:
Income taxes $ - $ - $ - $ - $ - $ -

Cash paid (received) for
business acquired is
comprised of:
Assets acquired $ - $ - $ - $ 270,000 $ 270,000 $ -
Liabilities assumed - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Purchase price, net of
cash received - - - 270,000 270,000 -
Common stock issued for
acquired business - - - 534,083 534,083 -
----------- ----------- ----------- ----------- ----------- -----------
Net cash received from
business acquired $ - $ - $ - $ (264,083) $ (264,083) $ -
=========== =========== =========== =========== =========== ===========

The accompanying notes are an integral part of these
financial statements

F-22

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Selectforce, Inc. (the Company) provides pre-employment screening
services of prospective employees to employers. The Company's
customers are primarily located in Oklahoma.

The Company was incorporated in the State of Oklahoma on July 11,
2000

BASIS OF PRESENTATION

On August 14, 2000, the Company acquired all of the business
assets and operations of Data Information Services (DIS) a
division of Eureka Holding Company, Inc. (Eureka) in exchange for
647,500 shares of common stock, which represented approximately
86% of the total outstanding shares of the Company on that date.
The business combination was accounted for as a reorganization of
entities under substantially common control and, accordingly, the
net assets acquired were recorded at DIS's historical cost basis.
The 2000 audited financial statements present the accounts of the
Company as of December 31, 2000 and the results of its operations
for the period from July 11, 2000 (date of inception) through
December 31, 2000, and the results of the operations of DIS for
the period from January 1, 2000 through August 14, 2000 (date of
acquisition). The operating results for these periods have been
presented separately with a proforma combined total presented to
facilitate the comparison of the Company's results of operations
on an annual basis to the unaudited 1999 financial statements.

The accompanying unaudited 1999 financial statements reflect the
accounts and operations of DIS. Accordingly, the unaudited
balance sheet does not reflect any stockholders' equity as all
earnings, and advances to and from Eureka, are reflected as Due
to Eureka Holding Company, Inc. Further, the statement of
operations for the year ended December 31, 1999 reflects a
proforma provision for income taxes as if DIS were a separate
entity.

The unaudited financial statements reflect all adjustments which
are, in the opinion of management, necessary to present a fair
statement of the financial position and results of operations for
the dates presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. 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 December 31, 2000 (audited) and 1999
(unaudited).

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and
amortization are computed using the straight-line method over the
estimated useful lives of the related assets. Expenditures which
substantially increase the useful lives of the related assets are
capitalized. Maintenance, repairs and minor renewals on property
and equipment are charged to operations as incurred.

F-23

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INTANGIBLES

Intangibles, consisting of goodwill, a client list, and a
noncompete agreement, are amortized on a straight-line basis over
five years. Amortization of intangibles totaled $48,725
(audited) and $46,001 (unaudited) for the years ended
December 31, 2000 and 1999, respectively.

REVENUE RECOGNITION

Revenue from pre-employment screening services of prospective
employees is recognized when the services are rendered.

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.

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, trade
accounts receivable and a note receivable from
director/shareholder.

* 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. The Company had cash balances on deposit
with banks at December 31, 2000 that exceeded federal
depository insurance limits by $72,293 (audited).

* Accounts receivable - The Company grants credit to its
customers, substantially all of whom are provided pre-
employment screening services of prospective employees. No
single customer accounted for a significant amount of the
Company's accounts receivable or sales as of and for the
years ended December 31, 2000 (audited) and 1999
(unaudited). 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.

F-24

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 2 - FINANCIAL INSTRUMENTS (Continued)

CONCENTRATIONS OF CREDIT RISK (Continued)

* Note receivable from director/shareholder - The balance is
due from the Chairman of the Board of Directors (Director)
and is collateralized by the Director's shares of stock in
the Company. Due to the relationship and collateral, the
amount represents negligible credit risk.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

* Cash, trade accounts receivable, note receivable from
director/shareholder, trade accounts payable and accrued
expenses - The carrying amounts approximate their fair value
because of the short maturity of those instruments.

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

NOTE 3 - PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:

2000 1999
(Audited) (Unaudited)
--------- -----------

Office equipment $ 50,153 $ 47,721
Office furniture 8,689 8,689
-------- --------
58,842 56,410
Less: accumulated depreciation 32,133 23,973
-------- --------
$ 26,709 $ 32,437
======== ========

Depreciation expense for the years ended December 31, 2000 and
1999 totaled $8,160 (audited) and $6,288 (unaudited),
respectively.

NOTE 4 - NOTE RECEIVABLE FROM DIRECTOR/SHAREHOLDER

The note receivable from director/shareholder represents an
obligation between the Company and its Chairman of the Board of
Directors (Director) with interest at 7.5%. The note is secured
by the Director's shares in the Company and matures on July 15,
2001.

F-25

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 5 - LEASE COMMITMENT

OPERATING LEASE

The Company has a noncancelable operating lease for office space
which expires over the next three years. Future minimum lease
payments under this operating lease are as follows:

Year ending December 31:
2001 $ 18,514
2002 19,258
2003 1,610
--------
$ 39,382
========

Rent expense for the operating lease totaled $16,346 (audited)
and $12,941 (unaudited) for the years ended December 31, 2000 and
1999, respectively.

NOTE 6 - INCOME TAXES

The provision for income taxes consists of the following for the
years ended December 31, 2000 (audited) and 1999 (unaudited):

2000 1999
-------- --------

Current
Federal $ 44,000 $ 27,000
State 10,000 5,000
Deferred - -
-------- --------
$ 54,000 $ 32,000
======== ========

The components of the net deferred tax accounts as of December
31, 2000 (audited) and 1999 (unaudited) are as follows:

2000 1999
-------- --------

Deferred tax asset:
Restricted stock issued to
employees $ 54,000 $ -
Allowance for doubtful accounts 2,400 2,400
Valuation allowance (56,400) (2,400)
-------- --------
$ - $ -
======== ========

NOTE 7 - RETIREMENT PLAN

The Company maintains a SIMPLE IRA plan (the "Plan") covering
substantially all of its employees. The Company contributes 3%
of each participating employees gross wages into the Plan. For
the years ended December 31, 2000 and 1999, the Company
contributed $1,269 (audited) and $1,698 (unaudited),
respectively.

F-26

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 8 - LETTER OF INTENT

On March 16, 2001, the Company entered into a Letter of Intent
("LOI") with Host America Corporation ("Host"). The LOI provides
for the acquisition of all of the outstanding shares of the
Company in exchange for 700,000 shares of Host's restricted
Common Stock. Host 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 located in the
Northeast United States.

F-27

APPENDIX A

MERGER AGREEMENT

A-1

MERGER AGREEMENT

THIS AGREEMENT (the "Agreement") is dated for reference purposes
October 26, 2001, among Host America Corporation, a Colorado corporation
("Host"), Host Merger Corporation, a Colorado corporation ("HMC") and
Select Force, Incorporated, an Oklahoma corporation ("Select Force").

RECITALS

A. Host is desirous of entering into a merger transaction with
Select Force, as a result of which the shareholders of Select Force (the
"Select Force Shareholders") will own 700,000 shares of Host restricted
common stock or approximately 32.3 % percent of the Host Common Stock
outstanding; the current shareholders of Host (the "Host Shareholders")
will retain an ownership of approximately 1,470,147 (67.7%) in Host common
stock outstanding. The transactions to be undertaken by Host and Select
Force to accomplish this result are herein collectively referred to as the
"Merger".

B. In order to accomplish the Merger, Host has created HMC as a
wholly-owned subsidiary of Host.

D. It is intended that the Merger will qualify as reorganization
under section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

C. In order to accomplish the Merger, Select Force will merge into
HMC, and HMC shall be the surviving entity. Pursuant to this Agreement,
the Select Force shareholders shall receive common stock in Host in
exchange for the cancellation of their Select Force common stock.

D. The respective boards of directors of Host, HMC and Select Force
deem it advisable and in the best interest of each corporation and their
respective shareholders that the foregoing transaction to be accomplished
in accordance with the terms of this agreement, and such boards of
directors have authorized and approved the execution and delivery of this
agreement on behalf of such respective corporations.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the respective
covenants and provisions herein contained, and intending to be legally
bound hereby, the parties agree as follows:

A-2

1. THE MERGER AND RELATED TRANSACTIONS.

1.1 THE SELECT FORCE/HMC MERGER. Upon the terms and subject to the
conditions set forth in this Agreement, Select Force shall be merged with
and into HMC. Following the Merger, the separate corporate existence of
Select Force shall cease and HMC shall continue as the surviving party in
the Merger (HMC is sometimes referred to as the "Surviving Corporation").

1.2 EFFECTIVE TIME OF THE MERGER. At the Closing (as defined in
Article 2) and subject to the terms and conditions hereof, HMC and Select
Force shall file appropriate certificates (the "Articles of Merger") in
such form as is required by and which shall be executed in accordance with
Section 7-111-105 of the Colorado Business Corporation Act and with the
applicable provisions of the Oklahoma Corporation Code. The Merger shall
become effective at such time as the Articles of Merger are duly filed with
the Colorado Secretary of State and Oklahoma Secretary of State, or at such
time as HMC and Select Force shall agree and as shall be specified in the
Articles of Merger (the "Effective Time of the Merger").

1.3 ARTICLES OF INCORPORATION, BYLAWS, BOARD OF DIRECTORS AND
OFFICERS OF THE SURVIVING CORPORATION.

(a) The Articles of Incorporation of HMC as in effect
immediately prior to the Effective Time of the Merger shall be the
Articles of Incorporation of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable
law, except that the name of the Surviving Corporation shall be
changed to the name Select Force.

(b) At the Effective Time of the Merger, the Bylaws of HMC as in
effect immediately prior to the Effective Time of the Merger shall be
the Bylaws of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable law.

(c) The directors and officers of the Surviving Corporation
shall be the persons to be listed in Schedule 1.3(iii) of the Host
Disclosure Letter, and each person shall hold his or her respective
office or offices from and after the Effective Time of the Merger
until they first resign or their respective successors shall have been
elected or appointed and shall have qualified, or as otherwise
provided in the Bylaws of the Surviving Corporation.

1.4 CERTAIN INFORMATION WITH RESPECT TO THE CAPITAL STOCK OF HMC AND
SELECT FORCE. The respective designations and numbers of outstanding
shares of each class of outstanding capital stock of Host, HMC and Select
Force as of the date of this Agreement are as follows:

(i) The authorized and outstanding capital stock of HMC consists
of 100 shares of common stock, of which 100 shares are issued and
outstanding (the "HMC Stock").

A-3

(ii) The authorized capital stock of Select Force consists of
1,000,000 shares of common stock, $.01 value, of which 748,700 shares
are issued and outstanding (the "Select Force Stock").

(iii) The authorized capital stock of Host consists of
80,000,000 shares of common stock, $.001 par value, of which 1,470,147
shares are issued and outstanding and 2,000,000 shares of preferred
stock, $.001 par value, of which 700,000 shares of Series A Preferred
Stock is outstanding (the "Host Stock").

1.5 EFFECT OF MERGER. At the Effective Time of the Merger, the
effect of the Merger shall be as provided in Section 7-111-106 of the
Colorado Business Corporation Act.

1.6 CONVERSION OF SELECT FORCE STOCK. At the Effective Time of the
Merger by virtue of the Merger and without any action on the part of the
holders of the Select Force Stock, the Select Force Stock shall be
converted into the right to receive from Host 700,000 shares of restricted
common stock of Host as set forth in Schedule 1.6.

1.7 EFFECT OF MERGER ON HMC CAPITAL STOCK. At the Effective Time of
the Merger without any action on the part of the holders of HMC Stock, each
share of HMC Stock issued and outstanding immediately prior to the
Effective Time of the Merger shall remain outstanding as one share of HMC
Stock.

1.8 DELIVERY OF CERTIFICATES. At the Effective Time of the Merger,
the Select Force Stock shall be canceled and the Select Force Shareholders
shall receive instruments evidencing the ownership of the securities of
Host as set forth on Schedule 1.6. Each Select Force Shareholder shall
deliver to Host at the Closing the Certificates representing the shares of
Select Force Stock owned by the Select Force Shareholder (the "Select Force
Certificates"), duly endorsed in blank by the Select Force Shareholder, or
accompanied by blank stock powers. Each Select Force Shareholder agrees
promptly to cure any deficiencies with respect to the endorsement of his
Select Force Certificates or other documents of conveyance with respect to
the Select Force Stock or with respect to the stock powers accompanying any
Select Force Stock. Until surrender as contemplated by this Section 1.6,
each Select Force Certificate shall be deemed at any time after the
Effective Time of the Merger to represent only the Host Stock received by
the shareholders of Select Force, as set forth in Schedule 1.8, and each
holder of a Select Force Certificate shall cease to have any rights with
respect to the Select Force Stock.

2. CLOSING.

Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated by this Agreement (the "Closing") will take
place on the second business day after the satisfaction or waiver (subject
to applicable law) of the conditions set forth in Sections 8 and 9, unless
another time or date is agreed to in writing by the parties hereto (the
actual time and date of the Closing being referred to herein as the
"Closing Date"). The Closing shall be held at the offices of Berenbaum,
Weinshienk & Eason, P.C., 370 Seventeenth Street, Suite 2600 Denver,
Colorado 80202, unless another place is agreed to in writing by the parties
hereto.

A-4

3. REPRESENTATIONS AND WARRANTIES OF SELECT FORCE CONCERNING SELECT FORCE.

Except as provided in the Select Force Disclosure Letter (as defined
below) to be delivered pursuant to Section 10.2, Select Force represents
and warrants to Host and HMC that all of the following representations and
warranties in this Section 3 are true at the date of this Agreement and
shall be true at the time of Closing. As used in this Agreement, the
"Select Force Disclosure Letter" shall mean the disclosure letter delivered
by Select Force pursuant to this Section 3.

3.1 DUE ORGANIZATION. Select Force is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Oklahoma, and has the requisite power and authority to carry on its
business as it is now being conducted. Select Force is duly qualified to
do business and is in good standing in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes
such qualification necessary, except (i) as will be set forth on Schedule
3.1 to the Select Force Disclosure Letter or (ii) where the failure to be
so authorized or qualified would not have a material adverse effect on the
business, operations, properties, assets or condition (financial or
otherwise), of Select Force taken as a whole (as used herein with respect
to Select Force, or with respect to any other person, a "Material Adverse
Effect"). Select Force is not authorized nor qualified to do business in
any jurisdiction, except the State of Oklahoma. True, complete and correct
copies of the Articles of Incorporation and Bylaws, each as amended, of
Select Force (the "Select Force Charter Documents") shall be made available
to Host. The stock records of Select Force as heretofore made available to
Host, are correct and complete in all material respects. Select Force has
made all minutes available to Host.

3.2 SUBSIDIARIES. As qualified in Schedule 3.4, Select Force does
not own or control, and has not in the past owned or controlled, directly
or indirectly, an corporation, partnership, limited liability company or
other business entity. Select Force does not own, directly or indirectly
any ownership, equity, or voting interest in any corporation, partnership,
join venture or other entity, and has no agreement or commitment to
purchase any such interest.

3.3 CAPITAL STRUCTURE. The authorized capital stock of Select Force
consists of 1,000,000 shares of common stock, $.01 value, of which 748,700
shares are issued and outstanding on October 22, 2001. All of the
outstanding shares of common stock have been duly authorized and are
validly issued, fully paid and non-assessable. Select Force has no common
stock or other shares of capital stock reserved for or otherwise subject to
issuance. Select Force has no other outstanding shares of capital stock.
The names of all of the holders of the Select Force Stock and the number of
shares owned by each holder will be set forth in Schedule 3.3 to the Select
Force Disclosure Letter. Except as will be listed in Schedule 3.3 to the
Select Force Disclosure Letter or as set forth above, there are no pre-
emptive or other outstanding rights, options, warrants, conversion rights,
stock appreciation rights, redemption rights, repurchase rights,
agreements, arrangements or commitments to issue or sell any shares of
capital stock or other securities of Select Force or any securities or
obligations convertible or exchangeable into or exercisable for, or giving
any person a right to subscribe for or acquire, any securities of Select
Force, and no securities or obligations evidencing such rights are
authorized, issued or outstanding. Select Force does not have outstanding
any bonds, debentures, notes or other debt

A-5

obligations the holders of which have the right to vote (or convertible
into or exercisable for securities having the right to vote). There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to Select Force. To the
knowledge of Select Force, there are no voting trusts, proxies or other
agreements or understandings with respect to the voting of the capital
stock of Select Force.

3.4 PREDECESSOR STATUS; ETC. There shall be included in Schedule 3.4
to the Select Force Disclosure Letter an accurate list of all names of all
predecessor companies of Select Force, including the names of any entities
acquired by Select Force (by stock purchase, merger or otherwise) or owned
by Select Force or from whom Select Force previously acquired material
assets, in any case, from the earliest date upon which any person acquired
his or her stock in Select Force. Except as will be disclosed on Schedule
3.4 to the Select Force Disclosure Letter, Select Force has not been,
within such period of time, a subsidiary or division of another corporation
or a part of an acquisition which was later rescinded.

3.5 SPIN-OFF BY SELECT FORCE. Except as will be set forth on
Schedule 3.5 to the Select Force Disclosure Letter, there has not been any
sale, spin-off or split-up of material assets of either Select Force or any
other person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, Select Force ("Affiliates") since its inception.

3.6 FINANCIAL STATEMENTS. Schedule 3.6 to the Select Force
Disclosure Letter will include copies of the following financial statements
(the "Select Force Financial Statements") of Select Force: Select Force's
audited Balance Sheet as of December 31, 2000 and audited Statements of
Income and Comprehensive Income, Stockholders' Equity and Cash Flows forth
fiscal year ended December 31, 2000 (December 31, 2000 being hereinafter
referred to as the "Balance Sheet Date") and unaudited interim financial
statements through June 30, 2001. Prior to Closing, Select Force will
provide unaudited financial statements through the last day of the calendar
month immediately preceding Closing. The audited Select Force Financial
Statements have been prepared in accordance with generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods indicated (except as noted thereon or as will be noted on Schedule
3.6 to the Select Force Disclosure Letter). Except as will be set forth on
Schedule 3.6 to the Select Force Disclosure Letter, such Balance Sheet
present fairly in all material respects the financial position of Select
Force as of the date indicated thereon, and such Statement of Income and
Comprehensive Income, Stockholders' Equity and Cash Flows present fairly in
all material respects the results of operations for the period indicated
thereon, except that the unaudited interim financial statements were or are
subject to normal and recurring year-end adjustments which were not or are
not expected to be material in amount.

3.7 LIABILITIES AND OBLIGATIONS. Schedule 3.7 to the Select Force
Disclosure Letter will include accurate lists as of June 30, 2001 of (i)
all material liabilities of Select Force which are not reflected on the
interim balance sheet of Select Force at June 30, 2001 or otherwise
reflected in the Select Force Financial Statements at June 30, 2001 which
by their nature would be required in accordance with GAAP to be reflected
in such balance sheet, and (ii) all loan agreements, indemnity or guaranty
agreements, bonds, mortgages, liens, pledges or other security agreements.
Since June 30, 2001, Select Force has not incurred any material liabilities
of any kind, character and description, whether accrued, absolute, secured
or unsecured, contingent or otherwise, other than liabilities incurred in
the ordinary course of business, except for that

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certain promissory note, in the amount of $150,000.00, dated July 11, 2001,
between Select Force and Host. To the knowledge of Select Force, Select
Force has no contingent liabilities related to pending litigation or
threatened litigation, or any other liability which is not fixed or
otherwise accrued or reserved.

3.8 PERMITS AND INTANGIBLES.

(a) Select Force holds no licenses, franchises, permits, or
other governmental authorizations.

(b) Select Force does not own, use or license any patents,
trademarks, marks, copyrights, software, technical information, data
process technology, plans and drawings or any other intellectual
property, except that Select Force owns and uses know how, trade
secrets, confidential information and customer lists in the ordinary
course of its business. To the knowledge of Select Force, Select Force
has not infringed on or misappropriated, is not now infringing on or
misappropriating, and has not received any notice that it is
infringing on, misappropriating, or otherwise conflicting with the
intellectual property rights of any third parties; and there is no
claim pending or, to the knowledge of Select Force, threatened against
Select Force with respect to the alleged infringement or
misappropriation by Select Force or a conflict with, any intellectual
property rights of others.

3.9 ENVIRONMENTAL MATTERS. To the knowledge of Select Force, Select
Force has complied with and is in compliance with all Federal, state, local
and foreign statutes (civil and criminal), laws, ordinances, regulations,
rules, notices, permits, judgments, orders and decrees applicable to any of
them or any of their respective properties, assets, operations and
businesses relating to environmental protection (collectively
"Environmental Laws") including, without limitation, Environmental Laws
relating to air, water, land and the generation, storage, use, handling,
transportation, treatment or disposal of Hazardous Wastes and Hazardous
Substances including petroleum and petroleum products (as such terms are
defined in any applicable Environmental Laws).

3.10 PERSONAL PROPERTY. Except as set forth in the balance sheet as
of June 30, 2001, Select Force owns no personal property with an individual
value in excess of $10,000 and has entered into no leases and agreements in
respect of personal property in excess of $10,000. All material personal
property used by Select Force in its business is owned by Select Force.

3.11 MATERIAL CONTRACTS AND COMMITMENTS. Schedule 3.11 to the Select
Force Disclosure Letter will include an accurate list as of or on the date
hereof, of all material written or oral leases, agreements or other
contracts or legally binding contractual rights or contractual obligations
or contractual commitments relating to or in any way affecting the
operation or ownership of the business of Select Force (the "Material
Contracts"), including but not limited, those of a type described below:

(a) Any consulting agreement, employment agreement, change-in-
control agreement, and collective bargaining arrangements with any
labor union and any such agreements currently in negotiation or
proposed;

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(b) Any contract for capital expenditures or the acquisition or
construction of fixed assets in excess of $10,000;

(c) Any contract for the purchase, maintenance or acquisition,
or the sale or furnishing, of materials, supplies, merchandise,
products, machinery, equipment, parts or other property or services in
excess of $10,000 (except if such contract is made in the ordinary
course of business and requires aggregate future payments of less than
$10,000);

(d) Any contract other than trade payables in the ordinary
course of business relating to the borrowing of money, or the guaranty
of another person's borrowing of money, including, without limitation,
any notes, mortgages, indentures and other obligations, guarantees of
performance, agreements and instruments for or relating to any lending
or borrowing, including assumed indebtedness, except for that certain
promissory note, in the amount of $150,000.00, dated July 11, 2001,
between Select Force and Host;

(e) Any contract granting any person a lien on all or any part
of the assets of Select Force;

(f) Any contract for the cleanup, abatement or other actions in
connection with hazardous materials as defined under any Environmental
Laws, the remediation of any existing environmental liabilities or
relating to the performance of any environmental audit or study;

(g) Any contract granting to any person an option or a first
refusal, first-offer or similar preferential right to purchase or
acquire any material assets of Select Force;

(h) Any contract with any agent, distributor or representative
which is not terminable by Select Force upon ninety calendar days' or
less notice without penalty;

(i) Any contract under which Select Force is (1) a lessee or
sublessee of any machinery, equipment, vehicle or other tangible
personal property, or (2) a lessor of any tangible personal property
owned by Select Force, in either case having an original value in
excess of $50,000;

(j) Any contract under which Select Force has granted or
received a license or sublicense or under which it is obligated to pay
or has the right to receive a royalty, license fee or similar payment;

(k) Any contract concerning any Affiliates;

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(l) Any contract providing for the indemnification or holding
harmless of any officer, director, employee or other person, other
than as provided in the Select Force Charter Documents;

(m) Any contract for purchase or sale by Select Force or the
granting of any options with respect to, or providing for any labor,
services or materials (including brokerage or management services)
involving any real property on which Select Force conducts any aspect
of its business involving aggregate future payments of more than
$10,000;

(n) Any contract limiting, restricting or prohibiting Select
Force from conducting business anywhere in the United States or
elsewhere in the world;

(o) Any joint venture or partnership agreement;

(p) Any lease, sublease or associated agreements relating to the
property leased by Select Force;

(q) Any material contract requiring prior notice, consent or
other approval upon a change of control in the equity ownership of
Select Force, which contracts shall be separately identified on
Schedule 3.11 to the Select Force Disclosure Letter;

(r) Any contract with a customer of Select Force involving work
to be performed or product to be delivered, in each case subsequent to
Balance Sheet Date, in excess of $10,000;

(s) Any other contract, whether or not made in the ordinary
course of business, which involves future payments in excess of
$50,000.

Select Force has provided Host a true and complete copy of each written
Material Contract and a true and complete summary of each oral Material
Contract, in each case including all amendments or other modifications
thereto. Except as will be set forth on Schedule 3.11 to the Select Force
Disclosure Letter, each Material Contract is a valid and binding obligation
of, and enforceable in accordance with its terms against, Select Force, and
the other parties thereto, and is in full force and effect, subject only to
bankruptcy, reorganization, receivership and other laws affecting
creditors' rights generally. Except as will be set forth on Schedule 3.11
of the Select Force Disclosure Letter, Select Force has performed all
obligations required to be performed by it as of the date hereof and will
have performed all obligations required to be performed by it as of the
Closing Date under each Material Contract and neither Select Force, nor any
other party to any Material Contract is in breach or default thereunder,
and there exists no condition which would, with or without the lapse of
time or the giving of notice, or both, constitute a breach or default
thereunder. Select Force has not been notified that any party to any
Material Contract intends to cancel, terminate, not renew, or exercise an
option under any Material Contract, whether in connection with the
transactions contemplated hereby or otherwise.

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3.12 REAL PROPERTY. Schedule 3.12 to the Select Force Disclosure
Letter will set forth a correct and complete list, and a brief description
of all real property leased by Select Force (the "Leased Real Property"),
and all facilities thereon. Except as lessee of Leased Real Property,
Select Force is not a lessee under or otherwise a party to any lease,
sublease, license, concession or other agreement, whether written or oral,
pursuant to which another person or entity has granted to Select Force the
right to use or occupy all or any portion of any real property. Select
Force does not have an ownership interest in any real property.

Select Force has, assuming good title in the landlord, a valid
leasehold interest in the Leased Property free and clear of all liens,
assessments or restrictions (including, without limitation, inchoate liens
arising out of the provision of labor, services or materials to any such
Real Property) other than (a) mortgages shown on the Select Force Financial
Statements as securing specified liabilities or obligations, with respect
to which no default (or event that, with notice or lapse of time or both,
would constitute a default) exists, (b) liens for current taxes not yet
due, and (c) minor imperfections of title, such as utility and access
easements that do not impair the intended use of the Real Property, none of
which is substantial in amount, materially detracts from the value or
impairs the use of the property subject thereto, or impairs the operations
of Select Force, and zoning laws and other land use restrictions or
restrictive covenants that do not materially impair the present use of the
property subject thereto. The Leased Real Property constitutes all the
real properties reflected on the Select Force Financial Statements or used
or occupied by Select Force in connection with its business or otherwise.

With respect to the Leased Real Property, except as will be reflected
on Schedule 3.12 to the Select Force Disclosure Letter:

(a) Select Force is in exclusive possession thereof and no
easements, licenses or rights are necessary to conduct business
thereon in addition to those which exist as of the date hereof;

(b) To the knowledge of Select Force, no portion thereof is
subject to any pending condemnation proceeding or proceeding by any
public or quasi-public authority materially adverse to the Leased Real
Property and to the knowledge of Select Force there is no threatened
condemnation or proceeding with respect thereto;

(c) To the knowledge of Select Force, the Leased Real Property
is not in violation of any health, safety, building, or environmental
ordinances, laws, codes or regulations; nor has any notice of any
claimed violation of any such ordinances, laws, codes or regulations
been served on Select Force;

(d) The Leased Real Property is supplied with utilities and
other third-party services, such as water, sewer, electricity, gas,
roads, rail service and garbage collection, necessary for the current
operation of the business and such Leased Real Property is maintained
in all material respects in accordance with all laws applicable to
Select Force or the Leased Real Property;

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(e) Select Force is not a party to any written or oral agreement
or undertaking with owners or users of properties adjacent to the
Leased Real Property relating to the use, operation or maintenance of
such facility or any adjacent real property;

(f) Select Force is not a party to any lease, sublease, license,
concession or other agreement, whether written or oral, pursuant to
which Select Force has granted to any party or parties the right to
use or occupy all or any portion of the Leased Real Property;

3.13 INSURANCE. Schedule 3.13 to the Select Force Disclosure Letter
will include (i) an accurate list of all insurance policies carried by
Select Force that are currently in effect, and (ii) an accurate list of all
insurance loss claims or workers compensation claims received since
inception and complete copies of the foregoing items have been delivered to
Host. Such insurance policies evidence all of the insurance that Select
Force has been required to carry pursuant to all of its contracts and other
agreements and pursuant to all applicable laws. All insurance policies for
the current policy periods are in full force and effect and shall remain in
full force and effect through the Closing Date.

3.14 COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS.
Schedule 3.14 to the Select Force Disclosure Letter will include an
accurate list of (i) all officers, directors and key employees of Select
Force, (ii) all employment agreements with such officers, directors and key
employees and the rate of compensation (and the portions thereof
attributable to salary, bonus and other compensation, respectively) of each
of such persons as of the Balance Sheet Date and the date hereof. Select
Force has provided to Host true, complete and correct copies of any
employment agreements for persons to be listed on Schedule 3.14 to the
Select Force Disclosure Letter. Since the Balance Sheet Date, there have
been no increases in the compensation payable or any special bonuses to any
officer, director, key employee or other employee, except ordinary salary
increases implemented on a basis consistent with past practices. Except as
will be set forth on Schedule 3.14 to the Select Force Disclosure Letter,
(i) Select Force is not bound by or subject to (and none of its assets or
properties is bound by or subject to) any arrangement with any labor union,
(ii) no employees of Select Force are represented by any labor union or
covered by any collective bargaining agreement, and (iii) there is no
pending or to the knowledge of Select Force, threatened labor dispute
involving Select Force and any group of its employees nor has Select Force
experienced any labor interruptions over the past three years. Select
Force believes its relationship with its employees to be good.

3.15 EMPLOYEE BENEFIT PLANS. Schedule 3.15 to the Select Force
Disclosure Letter shall set forth all employee benefit plans of Select
Force, including all employment agreements not listed in Schedule 3.14 and
other agreements or arrangements containing "golden parachute" or other
similar provisions, and deferred compensation agreements. Select Force has
delivered to Host true, complete and correct copies of such plans,
agreements and any trusts related thereto, and classifications of employees
covered thereby as of June 30, 2001. Except for the employee benefit
plans, if any, to be described on Schedule 3.15 to the Select Force
Disclosure Letter, Select Force does not sponsor, maintain or contribute to
any plan program, fund or arrangement that constitutes an "employee pension
benefit plan," nor has Select Force any obligation to contribute to or
accrue or pay any benefits under any deferred compensation or retirement
funding arrangement on behalf of any employee or employees (such as, for
example, and without limitation, any individual retirement account or
annuity, any "excess benefit plan"

A-11

(within the meaning of Section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any non-qualified deferred
compensation arrangement). For the purposes of this Agreement, the term
"employee pension benefit plan" shall have the same meaning as is given
that term in Section 3(2) of ERISA. Select Force has not sponsored,
maintained or contributed to any employee pension benefit plan other than
the plans to be set forth on Schedule 3.15 to the Select Force Disclosure
Letter, nor is Select Force required to contribute to any retirement plan
pursuant to the provisions of any collective bargaining agreement
establishing the terms and conditions or employment of any employees of
Select Force. All accrued contribution obligations of Select Force, as of
June 30, 2001, with respect to any plan to be listed on Schedule 3.15 to
the Select Force Disclosure Letter have either been fulfilled in their
entirety or are fully reflected on the balance sheet of the Select Force as
of June 30, 2001.

3.16 COMPLIANCE WITH ERISA. Select Force has no plans that are
intended to or due qualify under Section 401(a) of the Code, except as set
forth in Schedule 3.15 to the Select Force Disclosure Letter.

3.17 CONFORMITY WITH LAW; LITIGATION.

(a) Except to the extent will be set forth on Schedule 3.17 to
the Select Force Disclosure Letter, Select Force is not in violation
of any law or regulation or any order of any court or Federal, state,
municipal or other governmental department, commission, board, bureau,
agency or instrumentality having jurisdiction over it which would have
a Material Adverse Effect.

(b) Except as will be set forth on Schedule 3.17 to the Select
Force Disclosure Letter (which shall disclose the parties to, nature
of and relief sought for each matter to be disclosed), other than
collection actions by Select Force, in the ordinary course of business
on its own behalf, none of which is greater than $25,000 and which in
the aggregate do not exceed $50,000:

(i) There is no suit, action, proceeding, investigation,
claim or order pending or, to the knowledge of Select Force,
threatened against Select Force or pending or, to the knowledge
of Select Force, threatened against any of the officers,
directors or employees of Select Force with respect to the
business or currently proposed business activities of Select
Force, or to which Select Force is otherwise a party, or which
may have or is likely to have a Material Adverse Effect, before
any court, or before any governmental authority, department,
commission, bureau, agency or other governmental department or
arbitrator (collectively, "Claims").

(ii) Select Force is not subject to any unsatisfied or
continuing judgment, order or decree of any court or governmental
authority which could have a Material Adverse Effect. Schedule
3.17 to the Select Force Disclosure Letter will set forth all
closed litigation matters to which Select Force was a party
during the preceding five years, the dates such litigation was
commenced and concluded, and the nature of the resolution thereof
(including amounts paid in settlement or judgment).

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3.18 TAXES. Select Force has timely filed all requisite federal,
state and other tax returns or extension requests for all fiscal periods
ended on or before the Balance Sheet Date; and to the knowledge of Select
Force, there are no examinations in progress or claims against any of them
for federal, state and other Taxes (including penalties and interest) for
any period or periods prior to and including June 30, 2001 and no notice of
any claim for taxes has been received. All Taxes, for the periods ended on
or before the Balance Sheet Date, including interest and penalties (whether
or not shown on any tax return) owed by Select Force, with respect to any
payment made or deemed made by Select Force herein have been paid. The
amounts shown as accruals for Taxes on the Select Force Financial
Statements are sufficient for the payment of all Taxes of the kinds
indicated (including penalties and interest) for all fiscal periods ended
on or before that date. Copies of (i) any tax examinations, (ii) extensions
of statutory limitations and (iii) the federal and local income tax returns
and franchise tax returns of Select Force for the last three fiscal years,
will be attached as Schedule 3.18 to the Select Force Disclosure Letter.

3.19 NO VIOLATIONS. Select Force is not in violation of any of its
Charter Documents. Select Force is not in default under any lease,
instrument, agreement, license, or permit set forth on the Schedules to the
Select Force Disclosure Letter, or any Material Contracts (the "Material
Documents"); and, except as will be set forth in Schedule 3.19 to the
Select Force Disclosure Letter, (a) the rights and benefits of Select Force
under the Material Documents will not be adversely affected by the
transactions contemplated hereby and (b) the execution of this Agreement
and the performance of the obligations hereunder and the consummation of
the transactions contemplated hereby will not result in any violation of,
or breach of, or constitute a default under, any of the terms or provisions
of the Material Documents or the Charter Documents. Except as will be set
forth on Schedule 3.19 to the Select Force Disclosure Letter, none of the
Material Documents requires notice to, or the consent or approval of, any
governmental agency or other third party with respect to any of the
transactions contemplated hereby in order to remain in full force and
effect and consummation of the transactions contemplated hereby will not
give rise to any right to termination, cancellation or acceleration or loss
of any right or benefit. Except as will be set forth on Schedule 3.19 to
the Select Force Disclosure Letter, none of the Material Documents
prohibits the use or publication by Select Force of the name of any other
party to such Material Document, and none of the Material Documents
prohibits or restricts Select Force from freely providing services to any
other customer or potential customer of Select Force.

3.20 GOVERNMENT CONTRACTS. Select Force is not now a party to any
governmental contract subject to price redetermination or renegotiation.

3.21 ABSENCE OF CHANGES. Since Balance Sheet Date, except as will be
set forth on Schedule 3.21 to the Select Force Disclosure Letter, there has
not been:

(a) Any material adverse change in the financial condition,
assets, liabilities (contingent or otherwise), income or business of
Select Force;

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(b) Any damage, destruction or loss (whether or not covered by
insurance) in excess of $10,000 causing a Material Adverse Effect on
Select Force;

(c) Any change in the authorized capital of Select Force or its
outstanding securities or any change in its ownership interests or any
grant of any options, warrants, calls, conversion rights or
commitments;

(d) Any declaration or payment of any dividend or distribution
in respect of the capital stock or any direct or indirect redemption,
purchase or other acquisition of any of the capital stock of Select
Force;

(e) Any ten (10) percent or more increase in the compensation,
bonus, sales commissions or fee arrangement payable or to become
payable by Select Force to any of their respective officers,
directors, stockholders, employees, consultants or agents, except for
ordinary and customary bonuses and salary increases for such persons
in accordance with past practice;

(f) Any work interruptions, labor grievances or claims filed, or
any event or condition of any character, materially adversely
affecting the business of Select Force;

(g) Any sale or transfer, or any agreement to sell or transfer,
any material assets, property or rights of Select Force to any person,
including, without limitation, any of the stockholders and their
affiliates;

(h) Any cancellation, or agreement to cancel, any indebtedness
or other obligation owing to Select Force, including without
limitation any indebtedness or obligation of any stockholder or any
affiliate thereof;

(i) Any plan, agreement or arrangement granting any preferential
rights to purchase or acquire any interest in any of the assets,
property or rights of Select Force or requiring consent of any party
to the transfer and assignment of any such assets, property or rights;

(j) Any purchase or acquisition of, or agreement, plan or
arrangement to purchase or acquire, any property, rights or assets
outside of the ordinary course of business of Select Force;

(k) Any waiver of any material rights or claims of Select Force;

(l) Any amendment or termination of any Material Documents or
other right to which Select Force is a party;

(m) Any transaction by Select Force outside the ordinary course
of its business, except for that certain promissory note, in the
amount of $150,000.00, dated July 11, 2001, between Select Force and
Host;

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(n) Any cancellation or termination of a Material Contract with
a customer or client prior to the scheduled termination date; or

(o) Any other distribution of property or assets by Select Force
other than in the ordinary course of business.

3.22 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY. Schedule 3.22 to the
Select Force Disclosure Letter will include an accurate list as of the date
of the Agreement of: (i) the name of each financial institution in which
Select Force has accounts or safe deposit boxes; (ii) the names in which
the accounts or boxes are held; (iii) the type of account and account
number; and (iv) the name of each person authorized to draw thereon or have
access thereto. Schedule 3.22 to the Select Force Disclosure Letter also
sets forth the name of each person, corporation, firm or other entity
holding a general or special power of attorney from Select Force and a
description of the terms of such power.

3.23 RELATIONS WITH GOVERNMENTS. Except for political contributions
made in a lawful manner which, in the aggregate, do not exceed $10,000 per
year since its inception, Select Force has not made, offered or agreed to
offer anything of value to any governmental official, political party or
candidate for government office nor has it otherwise taken any action which
would cause Select Force to be in material violation of the Foreign Corrupt
Practices Act of 1977, as amended or any law of similar effect, with
respect to political contributions.

3.24 DISCLOSURE. To the knowledge of Select Force, this Agreement,
including the Schedules and Select Force Disclosure Letter to be provided
and the Schedules to be attached thereto, together with the other
information furnished to Host and HMC by Select Force and the Select Force
Shareholders in connection herewith, do not contain an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements herein and therein, in light of the circumstances under which
they were made, not misleading.

3.25 PROHIBITED ACTIVITIES. Select Force has not, between June 30,
2001 and the date hereof, taken any of the actions (Prohibited Activities)
set forth in Section 6.3, as qualified by any schedules set forth in
Section 6.3.

3.26 NO CONFLICTS. The execution, delivery and performance of this
Agreement by Select Force and the consummation by Select Force of the
transactions contemplated hereby will not conflict with or result in a
breach or violation of any term or provision of, or (with or without notice
or passage of time, or both) constitute a default under, any indenture,
mortgage, deed of trust, trust (constructive and other), loan agreement or
other agreement or instrument to which Select Force is a party or violate
the provisions of any statute, or any order, rule or regulation of any
governmental body or agency or instrumentality thereof, or any order, writ,
injunction or decree of any court or any arbitrator, having jurisdiction
over Select Force or the property of Select Force.

3.27 CERTAIN BUSINESS RELATIONSHIPS WITH SELECT FORCE. Except as
listed in Schedule 3.27, neither of the Select Force Shareholders nor any
relative of any Select Force Shareholder or Affiliate of Select Force has
been involved in any business arrangement or relationship with Select Force
since May 1, 1997, and neither of the Select Force Shareholders, nor any
relative of

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any Select Force Shareholder or Affiliate of Select Force owns any asset,
tangible or intangible, which is used in Select Force's operations.

3.28 AUTHORIZATION & ENFORCEABILITY. Select Force has all necessary
corporate powers and authority to execute, deliver and perform its
obligations under this Agreement and each of the certificates, instruments
and documents executed or delivered by Select Force pursuant to the terms
of this Agreement. All corporate action on the part of the Board of
Directors of Select Force necessary for the authorization, execution,
delivery and performance of this Agreement, the consummation of the Merger
and the performance of all Select Force's obligations under this Agreement
to which Select Force is a party has been taken. All corporate action on
the part of the Board of Directors of Select Force necessary for the
authorization, execution, delivery and performance of documents executed by
Select Force pursuant to the terms of this Agreement has been or will be
taken prior to the Effective Time of Merger. All corporate action on the
part of the shareholders of Select Force necessary for the authorization,
execution, delivery and performance of this Agreement and other documents
executed by it pursuant to the terms of this Agreement has been taken or
will be taken as of or prior to the Effective Time of Merger. This
Agreement has been, and each of the other documents to which Select Force
is a party at the Closing will have been, duly executed and delivered by
Select Force and the Agreement is, and each of the document to which Select
Force is a party will be at Closing, a legal, valid, and binding oblation
of Select Force, enforceable against Select Force in accordance with it
terms, except as to the effect, if any, of (i) applicable bankruptcy and
similar laws affecting the rights of creditors generally, or (ii) rules of
law governing specific performance, injunctive relief and other equitable
remedies.

4. REPRESENTATIONS AND WARRANTIES OF HOST AND HMC.

Except as will be provided in the Host Disclosure Letter (as defined
below) to be delivered pursuant to in Section 10.2, Host and HMC jointly
and severally represent and warrant to Select Force and the Select Force
Shareholders that all of the following representations and warranties in
this Section 4 are true at the date of this Agreement and shall be true at
the time of Closing. As used in this Agreement, the "Host Disclosure
Letter" shall mean the disclosure letter delivered by Host and HMC to
Select Force and the Select Force Shareholders regarding Host and HMC
pursuant to this Section 4. As used in this Section 4, unless the context
otherwise requires, Host refers to Host and all of its wholly-owned
subsidiaries.

4.1 DUE ORGANIZATION. Each of Host and HMC is a corporation duly
organized, validly existing and in good standing under the laws of the
state of its incorporation, and has the requisite power and authority to
carry on its business as it is now being conducted. Each of Host and HMC
is duly qualified to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary, except (i) as
will be set forth on Schedule 4.1 to Host Disclosure Letter or (ii) where
the failure to be so authorized or qualified would not have a material
adverse effect on the business, operations, properties, assets or condition
(financial or otherwise), of Host taken as a whole (as used herein with
respect to Host, or with respect to any other person, a "Material Adverse
Effect"). Schedule 4.1 to the Host Disclosure Letter will set forth the
jurisdiction in which Host and HMC are incorporated and contain a list of
all jurisdictions in which Host and HMC are authorized or qualified to do
business.

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4.2 SUBSIDIARIES. The names and jurisdiction of incorporation of the
subsidiaries of Host are set forth in Schedule 4.2 to the Host Disclosure
Letter. Except as set forth in Schedule 4.2 to the Host Disclosure Letter,
(i) neither Host nor HMC owns or controls, and has not in the past owned or
controlled, directly or indirectly, any corporation, partnership, limited
liability company or other business entity, and (ii) neither Host nor HMC
owns, directly or indirectly any ownership, equity, or voting interest in
any corporation, partnership, join venture or other entity, and does not
have any agreement or commitment to purchase any such interest

4.3 CAPITAL STRUCTURE. The authorized capital stock of Host and HMC
is as set forth in Section 1.4. All of the issued and outstanding shares
of the capital stock of Host and HMC have been duly authorized and are
validly issued, fully paid and non-assessable. All of the outstanding
shares of common stock have been duly authorized and are validly issued,
fully paid and non-assessable. Schedule 4.3 to the Host Disclosure Letter
sets forth a list of all outstanding options, warrants, and other
securities convertible into capital stock of Host. HMC has no options,
warrants, or other securities convertible into capital stock.

4.4 EQUITY FINANCING. No equity financing is presently contemplated.

4.5 SEC DOCUMENT. Host has made all filings with the Securities and
Exchange Commission (the "SEC") that it has been required to make under the
Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (collectively, the "SEC Documents"). Host has furnished
Select Force with true and complete copies of its Annual Report on Form
10-K for the fiscal year ended June 28, 2001, all Forms 8-K and 10-Q's filed
after the date of the last Form 10-K and its Proxy Statement relating to
its 2000 Annual Meeting of Stockholders. As of their respective dates,
each of the SEC Documents complied in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended and the
rules and regulations of the SEC promulgated thereunder. As of the Closing
Date, none of the SEC Documents, as of their respective dates, contained
any untrue statement of a fact or omitted to state a fact necessary in
order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. As of the Closing Date, the
financial statements included in or incorporated by reference into the SEC
Documents, including the related notes and schedules, have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
covered thereby, are correct and complete in all respects, and are
consistent with the books and records of Host.

4.6 EVENTS SUBSEQUENT. Since the date of the financial statements set
forth in Host's most recent quarterly report, there has not been any
adverse change in the assets, liabilities, business, financial condition,
operations, results of operations, or future prospects of Host taken as a
whole.

4.7 LITIGATION. Host is not subject to any outstanding injunction,
judgment, order, decree, ruling, or charge or is a party or to the
knowledge of Host is threatened to be made a party to any action, suit,
proceeding, hearing, or investigation of, in, or before any court or quasi-
judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator.

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4.8 DISCLOSURE. This Agreement, including the Exhibits and Host
Disclosure Letter to be provided and the Schedules to be attached thereto,
together with the other information furnished to Select Force and the
Select Force Shareholders by Host and HMC in connection herewith, do not
contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements herein and therein, in light of the
circumstances under which they were made, not misleading.

4.9 NO CONFLICTS. Except as described in Schedule 4.9 to the Host
Disclosure Letter concerning the Commercial Loan and Security Agreement
(the "Loan Agreement") by and among Webster Bank, Host and Lindley Food
Service Corporation ("Lindley"), the execution, delivery and performance of
this Agreement by Host and HMC and the consummation by Host and HMC of the
transactions contemplated hereby will not conflict with or result in a
breach or violation of any term or provision of, or (with or without notice
or passage of time, or both) constitute a default under, any indenture,
mortgage, deed of trust, trust (constructive and other), loan agreement or
other agreement or instrument to which Host is a party or violate the
provisions of any statute, or any order, rule or regulation of any
governmental body or agency or instrumentality thereof, or any order, writ,
injunction or decree of any court or any arbitrator, having jurisdiction
over Host, HMC or any of their property.

4.10 AUTHORIZATION & ENFORCEABILITY. Each of Host and HMC has all
necessary corporate powers and authority to execute, deliver and perform
their obligations under this Agreement and each of the certificates,
instruments and documents executed or delivered by them pursuant to the
terms of this Agreement. All corporate action on the part of each of the
Board of Directors of Host and HMC necessary for the authorization,
execution, delivery and performance of this Agreement, the consummation of
the Merger and the performance of all their obligations under this
Agreement to which they are a parties have been taken. All corporate
action on the part of each of the Board of Directors of Host and HMC
necessary for the authorization, execution, delivery and performance of
documents executed by them pursuant to the terms of this Agreement has been
or will be taken prior to the Effective Time of Merger. All corporate
action on the part of each of the shareholders of Host and HMC necessary
for the authorization, execution, delivery and performance of this
Agreement and other documents executed by it pursuant to the terms of this
Agreement has been taken or will be taken as of or prior to the Effective
Time of Merger. This Agreement has been, and each of the other documents
to which each of Host and HMC is a party at the Closing will have been,
duly executed and delivered by each of Host and HMC, and the Agreement is,
and each of the document to which each of Host and HMC is a party will be
at Closing, a legal, valid, and binding oblation of each of Host and HMC,
enforceable against each of Host and HMC in accordance with it terms,
except as to the effect, if any, of (i) applicable bankruptcy and similar
laws affecting the rights of creditors generally, or (ii) rules of law
governing specific performance, injunctive relief and other equitable
remedies.

4.11 NASDAQ LISTING STATUS. Schedule 4.11 sets forth the listing
status of Host's Common Stock on the Nasdaq SmallCap Market, including the
status of any de-listing procedures and the status of Host's response to
the Nasdaq's November 15, 2000 letter and any subsequent correspondence
between Host and the Nasdaq in connection with any de-listing procedures.

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5. CERTIFICATE OF THE SELECT FORCE SHAREHOLDERS CONCERNING THE
TRANSACTION.

Prior to Closing, Select Force shall obtain, in writing, a Certificate
from each Select Force Shareholder to the effect that all of the following
representations and warranties in this Section 5 are true and correct as of
the date of this Agreement and as of the date of Closing. Such Certificate
shall be delivered to Host and HMC at Closing.

5.1 AUTHORIZATION. All action on the part of the individual Select
Force Shareholder executing the Certificate necessary for the
authorization, execution and delivery of this Agreement by Select Force has
been taken.

5.2 TITLE TO THE SHARES. Each Select Force Shareholder owns, and is
transferring to, or a duly authorized agent of the Select Force Shareholder
is transferring to Host at the Closing, good, valid and marketable title to
the number of Shares set forth opposite the name of the Select Force
Shareholder in Schedule 3.3 to the Select Force Disclosure Letter free and
clear of all liens, claims, options and encumbrances whatsoever. There are
no outstanding options, warrants or rights to purchase or acquire any of
the Shares of the Shareholder or any of the capital stock of Select Force
held by such Select Force Shareholder.

5.3 PURCHASE ENTIRELY FOR HIS OWN ACCOUNT. The Host securities will
be acquired for investment for the Select Force Shareholder's own account,
not as a nominee or agent, and not with the view to the resale or
distribution of any part thereof, and the Select Force Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing Host securities. The Select Force Shareholder has no
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person with respect to any of the
securities of Host.

5.4 DISCLOSURE OF INFORMATION. Each Select Force Shareholder has
received and had the opportunity to review the reports filed by Host with
the SEC and has had the opportunity to ask questions of, and receive
answers from, representatives of Host to obtain additional information
regarding Host.

5.5 RESTRICTIONS ON TRANSFER.

(a) The securities of Host that the Select Force Shareholders
will acquire have not been registered under the Securities Act of
1933, as amended (the "Securities Act") and, accordingly, such
securities will not be fully transferable except as permitted under
various exemptions contained in the Securities Act or upon
satisfaction of the registration and prospectus delivery requirements
of the Securities Act. The Select Force Shareholders must bear the
economic risk of his investment in such securities for an indefinite
period of time as such securities have not been registered under the
Securities Act and therefore cannot be sold unless they are
subsequently registered or an exemption from registration is
available. The Select Force Shareholders are acquiring the securities
for investment purposes only, for their own account, and not as
nominee or agent for any other person, and not with the view to, or
for resale in connection with, any distribution thereof within the
meaning of the Securities Act.

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(b) The certificates evidencing the securities of Host the
Select Force Shareholders will acquire pursuant to this Agreement, and
each instrument or certificate issued in transfer thereof, will bear
substantially the following legend:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF,
AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. IF THE SECURITIES
ARE TO BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION
THE CORPORATION MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH
SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND WILL
NOT VIOLATE SUCH ACT OR ANY OTHER APPLICABLE SECURITIES
LAWS.

(c) Each Select Force Shareholder understands a notation on the
records of Host and its transfer agent will be made in order to
implement the restrictions on transfer set forth in this Section 5.5.

5.6 RESTRICTIONS ON VOTING. There are no voting trusts, proxies or
other agreements or understandings with respect to the voting of the
capital stock of Select Force.

6. COVENANTS OF SELECT FORCE PRIOR TO CLOSING.

6.1 ACCESS AND COOPERATION; DUE DILIGENCE. Between the date of this
Agreement and the Closing Date, Select Force will afford to the officers
and authorized representatives of Host and HMC access to all of the sites,
properties, books and records of Select Force and will furnish Host and HMC
such additional financial and operating data and other information as to
the business and properties of Select Force as Host and HMC may from time
to time reasonably request. Select Force will cooperate with Host and HMC,
their representatives, auditors and counsel in the preparation of any
documents or other material which may be required in connection with any
documents or materials required by this Agreement or necessary to complete
the transactions contemplated hereunder.

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6.2 CONDUCT OF BUSINESS PENDING CLOSING. Between the date of this
Agreement and the Closing, Select Force will, except as will be set forth
on Schedule 6.2 to the Select Force Disclosure Letter:

(a) Carry on its business in substantially the same manner as it
has heretofore and not introduce any material new method of
management, operation or accounting;

(b) Maintain its properties and facilities in as good working
order and condition as at present, ordinary wear and tear excepted;

(c) Perform in all material respects all of its obligations
under agreements relating to or affecting its respective assets,
properties or rights;

(d) Use all reasonable efforts to keep in full force and effect
present insurance policies or other comparable insurance coverage;

(e) Use its reasonable efforts to maintain and preserve its
business organization intact, retain its present key employees and
maintain its relationships with suppliers, customers and others having
business relations with it;

(f) Maintain compliance with all material permits, laws, rules
and regulations, consent orders, and all other orders of applicable
courts, regulatory agencies and similar governmental authorities;

(g) Maintain present debt and lease instruments and not enter
into new or amended debt or lease instruments, without the knowledge
and consent of Host (which consent shall not be unreasonably
withheld), provided that debt and/or lease instruments may be replaced
without the consent of Host if such replacement instruments are on
terms at least as favorable to Select Force as the instruments being
replaced; and

(h) Maintain or reduce present salaries and commission levels
for all officers, directors, employees and agents except for ordinary
and customary bonus and salary increases for employees in accordance
with past practices.

6.3 PROHIBITED ACTIVITIES. Between the date hereof and the Closing
Date, Select Force will not, without the prior written consent of Host,
engage in any of the following (the "Prohibited Activities'):

(a) Make any change in its Charter Documents;

(b) Issue any securities, options, warrants, calls, conversion
rights or commitments relating to its securities of any kind other
than in connection with the exercise of options or warrants to be
listed in Schedule 3.3 to the Select Force Disclosure Letter;

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(c) Declare or pay any dividend, or make any distribution in
respect of its stock whether now or hereafter outstanding, or
purchase, redeem or otherwise acquire or retire for value any shares
of its stock;

(d) Deliver or sell, authorize the delivery or sale of, or
purchase or propose the purchase of, any shares of its stock;

(e) Except as listed in Schedule 6.3 and except for that certain
promissory note, in the amount of $150,000.00, dated July 11, 2001,
between Select Force and Host, enter into any contract or commitment
or incur or agree to incur any liability or make any capital
expenditures, except if it is in the normal course of business
(consistent with past practice) and involves an amount not in excess
of $5,000;

(f) Create, assume or permit to exist any mortgage, pledge or
other lien or encumbrance upon any assets or properties whether now
owned or hereafter acquired, except (1) with respect to purchase money
liens incurred in connection with the acquisition of equipment with an
aggregate cost not in excess of $50,000 necessary or desirable for the
conduct of the businesses of Select Force, (2) (A) liens for taxes
either not yet due or being contested in good faith and by appropriate
proceedings (and for which contested taxes adequate reserves have been
established and are being maintained) or (B) materialmen's, mechanics'
or other like liens arising in the ordinary course of business (the
liens set forth in clause (2) being referred to herein as "Statutory
Liens"), or (3) liens to be set forth on Schedule 3.7 and/or 3.11 to
the Select Force Disclosure Letter;

(g) Sell, assign, lease or otherwise transfer or dispose of any
property or equipment except in the normal course of business;

(h) Negotiate for the acquisition of any business or the start-up
of any new business;

(i) Merge or consolidate or agree to merge or consolidate with
or into any other corporation;

(j) Waive any material rights or claims of Select Force,
provided that Select Force may negotiate and adjust bills in the
course of good faith disputes with customers in a manner consistent
with past practice;

(k) Commit a breach or amend or terminate any Material Documents
or right of Select Force; or

(l) Enter into any other transaction outside the ordinary course
of its business or prohibited hereunder.

6.4 NO SHOP. Neither Select Force, nor any agent, officer, director,
trustee or any representative of any of the foregoing will, during the
period commencing on the date of this Agreement and ending with the earlier
to occur of the Closing Date or the termination of this Agreement in
accordance with its terms, directly or indirectly: (i) solicit or initiate
the submission of proposals or offers from any person for; (ii) participate
in any discussions

A-22

pertaining to; or (iii) furnish any information to any person other than
Host or their authorized agents relating to, any acquisition or purchase
of all or a material amount of the assets of, or any equity interest in,
Select Force or a merger, consolidation or business combination of Select
Force; provided, however, that nothing contained in this Section 6.4 shall
prohibit the Board of Directors of Select Force from engaging in
discussions or participating in negotiations with and furnishing
information to another party making an acquisition proposal to the extent
the Board of Directors of Select Force determines in good faith after
consultation with its outside legal counsel that its fiduciary obligations
under applicable law require it to do so.

6.5 NOTIFICATION OF CERTAIN MATTERS. Select Force shall give prompt
notice to Host and HMC of (i) the occurrence or non-occurrence of any event
the occurrence or non-occurrence of which would be likely to cause any
representation or warranty of Select Force contained herein or to be set
forth in the Select Force Disclosure Letter to be untrue or inaccurate in
any material respect at or prior to the Closing and (ii) any material
failure of Select Force to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by such person hereunder.
The delivery of any notice pursuant to this Section 6.5 shall not be deemed
to (i) modify the representations or warranties of the party delivering
such notice, (ii) modify the conditions set forth in Sections 7 and 8, or
(iii) limit or otherwise affect the remedies available hereunder to the
party receiving such notice.

6.6 FINAL FINANCIAL STATEMENTS. Select Force shall provide to Host
prior to the Closing Date, the unaudited balance sheets of Select Force as
of the end of all months following June 30, 2001, and the unaudited
statement of income and comprehensive income and cash flows for all months
ended after June 30, 2001, disclosing no material adverse change in the
financial condition or the results of its operations from the financial
statements as of the Balance Sheet Date. Such financial statements shall
have been prepared in accordance with GAAP applied on a consistent basis
throughout the periods indicated (except as noted therein). Except as noted
in such financial statements, all of such financial statements will present
fairly the results of operations for the periods indicated therein.

7. COVENANTS OF HOST AND HMC PRIOR TO CLOSING.

7.1 COOPERATION. Between the date of this Agreement and the Closing
Date, each of Host and HMC will cooperate with Select Force, its
representatives, and counsel in the preparation of any documents or other
material which may be required in connection with any documents or
materials required by this Agreement or necessary to complete the
transactions contemplated hereunder.

7.2 NOTIFICATION OF CERTAIN MATTERS. Host and HMC shall give prompt
notice to Select Force and the Select Force Shareholders of (i) the
occurrence or non-occurrence of any event the occurrence or non-occurrence
of which would be likely to cause any representation or warranty of Host
contained herein or in the Host Disclosure Letter to be untrue or
inaccurate in any material respect at or prior to the Closing and (ii) any
material failure of Host to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by such person hereunder.
The delivery of any notice pursuant to this Section 7.2 shall not be deemed
to (i) modify the representations or warranties of the party delivering
such notice, (ii) modify the conditions set forth in Sections 8 and 9, or
(iii) limit or otherwise affect the remedies available hereunder to the
party receiving such notice.

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7.3 NO SHOP. Neither Host, nor any agent, officer, director, trustee
or any representative of any of the foregoing will, during the period
commencing on the date of this Agreement and ending with the earlier to
occur of the Closing Date or the termination of this Agreement in
accordance with its terms, directly or indirectly: (i) solicit or initiate
the submission of proposals or offers from any person for; (ii) participate
in any discussions pertaining to; or (iii) furnish any information to any
person other than Select Force or their authorized agents relating to, any
merger, consolidation or business combination of Host; provided, however,
that nothing contained in this Section 7.3 shall prohibit the Board of
Directors of Host from engaging in discussions or participating in
negotiations with and furnishing information to another party making an
acquisition proposal to the extent the Board of Directors of Host
determines in good faith after consultation with its outside legal counsel
that its fiduciary obligations under applicable law require it to do so.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF HOST AND HMC.

The obligations of Host and HMC with respect to actions to be taken on
the Closing Date are subject to the satisfaction or waiver on or prior to
the Closing Date of all of the following conditions.

8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All
representations and warranties of Select Force contained in this Agreement
shall be true and correct in all material respects as of the Closing Date
as though such representations and warranties had been made as of that
time; all the terms, covenants and conditions of this Agreement to be
complied with and performed by Select Force on or before the Closing Date
shall have been duly complied with and performed in all material respects;
and certificates to the foregoing effect dated the Closing Date, and signed
by Select Force and the Select Force Shareholders, as the case may be,
shall have been delivered to Host.

8.2 SATISFACTION. All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental hereto and all
other related legal matters shall be reasonably satisfactory to Host and
its counsel.

8.3 NO LITIGATION. No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened
to restrain or prohibit the transactions contemplated hereunder and no
governmental agency or body shall have taken any other action or made any
request of Select Force or the Select Force Shareholders as a result of
which Host deems it inadvisable to proceed with the transactions hereunder.

8.4 CONSENTS AND APPROVALS. The shareholders of Host shall have
approved this Agreement. All necessary consents and approvals as listed in
Schedule 3.19 shall have been obtained. All necessary consent of and
filings with any governmental authority or agency relating to the
consummation of the transaction contemplated herein shall have been
obtained and made and no action or proceeding shall have been instituted or
threatened to restrain or prohibit the transactions hereunder and no
governmental agency or body shall have taken any other action or made any
request of Select Force or the Select Force Shareholders as a result of
which Host deems it inadvisable to proceed with the transactions hereunder.

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8.5 GOOD STANDING CERTIFICATES. Select Force shall have delivered to
Host a certificate, dated as of a date no later than ten days prior to the
Closing Date, duly issued by the Secretary of State of Select Force's state
of incorporation that Select Force is in good standing and that all state
franchise and/or income tax returns and taxes for each for all periods
prior to the Closing have been filed and paid.

8.6 NO MATERIAL ADVERSE CHANGE. No event or circumstance shall have
occurred with respect to Select Force which would constitute a Material
Adverse Effect.

8.7 OFFICER'S CERTIFICATE. Host shall have received a certificate or
certificates, dated the Closing Date and signed by the President of Select
Force, certifying the truth and correctness of attached copies of its
Articles of Incorporation (including amendments thereto) and Bylaws
(including amendments thereto).

8.8 INCUMBENCY CERTIFICATE AND OTHER DOCUMENTS. Host shall have
received an incumbency certificate or certificates, dated the Closing Date
and signed by the Secretary of Select Force certifying the names, titles
and signatures of the officers authorized to execute the documents referred
to in this Section 8 and such additional supporting documentation and other
information with respect to the transactions contemplated hereunder as Host
or their counsel may reasonably request.

8.9 OPINION OF COUNSEL. Host shall have received an opinion from
counsel for Select Force, dated the Closing Date, in form and substance
reasonably satisfactory to counsel for Host.

8.10 RELEASE OF OBLIGATIONS AND STOCK OPTIONS. Host shall have
obtained a release of each of the officers and directors of Select Force
related to all matters involving Select Force.

8.11 EMPLOYMENT AND NONCOMPETITION AGREEMENTS. Tammi Didlot shall
have executed an employment agreement for a period of three years in the
form attached hereto as Exhibit A. The sole director of Select Force, Roger
Lockhart shall have executed a Noncompetition Agreement in the form
attached hereto as Exhibit B.

8.12 LOAN DOCUMENTS. Webster Bank shall have granted to Host a waiver
of certain loan covenants contained in the Loan Agreement. Host shall have
negotiated, and Select Force, Host and Lindley shall have executed such
documents as may be required by Webster Bank to modify or amend the Loan
Agreement, and related agreements thereto.

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9. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELECT FORCE AND THE
SHAREHOLDERS.

The obligations of Select Force and the Select Force Shareholders with
respect to actions to be taken on the Closing Date are subject to the
satisfaction or waiver on or prior to the Closing Date of all of the
following conditions.

9.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All
the representations and warranties of Host and HMC contained in this
Agreement shall be true and correct in all material respects as of the
Closing Date with the same effect as though such representations and
warranties had been made on and as of that time; all the terms, covenants
and conditions of this Agreement to be complied with and performed by Host
and HMC on or before the Closing Date shall have been duly complied with
and performed in all material respects; and certificates to the foregoing
effect dated the Closing Date, and signed by Host and HMC shall have been
delivered to Select Force.

9.2 SATISFACTION. All actions, proceedings, instruments and documents
required to carry out this Agreement or incidental hereto and all other
related legal matters shall be reasonably satisfactory to Select Force or
the Select Force Shareholders, and their counsel.

9.3 NO LITIGATION. No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened
to restrain or prohibit the transactions hereunder and no governmental
agency or body shall have taken any other action or made any request of
Host as a result of which Select Force and the Select Force Shareholders
deem it inadvisable to proceed with the transactions hereunder.

9.4 CONSENTS AND APPROVALS. The Select Force Shareholders shall have
approved this Agreement. All necessary consents and approvals as listed in
Schedule 4.19 shall have been obtained. All necessary consent of and
filings with any governmental authority or agency relating to the
consummation of the transaction contemplated herein shall have been
obtained and made and no action or proceeding shall have been instituted or
threatened to restrain or prohibit the transactions hereunder and no
governmental agency or body shall have taken any other action or made any
request of Host as a result of which Select Force and the Select Force
Shareholders deem it inadvisable to proceed with the transactions
hereunder.

9.5 NO MATERIAL ADVERSE CHANGE. No event or circumstance shall have
occurred with respect to Host or HMC which would constitute a Material
Adverse Effect.

9.6 INCUMBENCY CERTIFICATE AND OTHER DOCUMENTS. Select Force and the
Select Force Shareholders shall have received an incumbency certificate or
certificates, dated the Closing Date, and signed by the Secretary of Host,
certifying the names, titles and signatures of the officers authorized to
execute the documents referred to in this Section 9 and such additional
supporting documentation and other information with respect to the
transactions contemplated hereunder as Select Force and the Select Force
Shareholders or their counsel may reasonably request.

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9.7 OPINION OF COUNSEL. Select Force shall have received an opinion
from counsel for Host and HMC, dated the Closing Date, in form and
substance reasonably satisfactory to counsel for Select Force.

9.8 OFFICER'S CERTIFICATE. Select Force shall have received a
certificate or certificates, dated the Closing Date and signed by the
President of Host, certifying the truth and correctness of attached copies
of its Articles of Incorporation (including amendments thereto) and Bylaws
(including amendments thereto).

10. ADDITIONAL AGREEMENTS.

10.1 REASONABLE BEST EFFORTS. Subject to the terms and conditions of
this Agreement, each party will use its reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement as soon as
practicable after the date hereof. Host, shall promptly prepare and file
with the SEC a proxy statement (the "Proxy Statement") and Host will take,
in accordance with applicable law and its Articles of Incorporation and
Bylaws, all action necessary to convene a meeting of its shareholders to
consider and vote upon the adoption of this Agreement. Select Force shall
cooperate with Host in the preparation of the Proxy Statement, including
providing such information about Select Force and its plans with respect to
Host after the Merger as may be reasonably requested by Host.

10.2 COMPLETION OF THE DISCLOSURE LETTERS. Select Force shall use its
reasonable best efforts to complete and deliver to Host and HMC the Select
Force Disclosure Letter on or before 30 days after the date first above
written. Host and HMC shall use their reasonable best efforts to complete
and deliver to Select Force and the Select Force Shareholders the Host
Disclosure letter on or before 30 days after the date first above written.

10.3 PUBLIC ANNOUNCEMENTS. The initial press release of Host with
respect to this Agreement shall be reviewed and approved by Select Force.
Thereafter, Host shall consult with Select Force prior to issuing any press
releases or otherwise making public announcements with respect to this
Agreement and the transactions contemplated by this Agreement, except as
may be required by law.

10.4 FURTHER ASSURANCES. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done,
all things necessary, common, proper or advisable under applicable legal
requirements, to consummate and make effective the transactions
contemplated by this Agreement. If at any time after the Closing any
further action is necessary or desirable to carry out the purposes of this
Agreement, Host, HMC, Select Force and the Select Force Shareholders, as
the case may be, shall take or cause to be taken all such necessary or
convenient action and execute, and deliver and file, or cause to be
executed, delivered and filed, all necessary or convenient documentation.

10.5 HOST MERGER CORPORATION. Upon execution of this Merger
Agreement, Host shall act promptly to form a Colorado corporation, Host
Merger Corporation ("HMC"), in accordance

A-27

with Sections 1.4 and 4.3 hereof. As soon as it has been established, Host
shall cause HMC to execute this Merger Agreement.

10.6 AUDIT OF SELECT FORCE. Host agrees to pay all expenses related
to the independent audit of Select Force.

10.7 NASDAQ LISTING. Host agrees to file with the Nasdaq SmallCap
Market a Notification Form for Listing of Additional Shares with regards to
the shares of Host Common Stock issuable pursuant to this Agreement.

11. TERMINATION OF AGREEMENT.

11.1 TERMINATION. This Agreement may be terminated at any time prior
to the Closing Date solely:

(a) By mutual consent of all of the parties hereto;

(b) By Select Force, on the one hand, or by Host and HMC on the
other hand, if the transactions contemplated by this Agreement to take
place at the Closing shall not have been consummated by December 31,
2001, which date may be continued for up to an additional ninety (90)
days to permit clearance by the SEC of the Proxy Statement, unless the
failure of such transactions to be consummated is due to the failure
of the party seeking to terminate this Agreement to perform any of its
obligations under this Agreement to the extent required to be
performed by it prior to or on the Closing Date;

(c) By Select Force, on the one hand, or by Host and HMC, on the
other hand, if a material breach of the representations or a material
breach or default shall be made by the other party in the observance
or in the due and timely performance of any of the covenants or
agreements contained herein, and the curing of such default shall not
have been made on or before the Closing Date or by the Select Force
Shareholders, if the conditions set forth in Section 9 hereof have not
been satisfied or waived as of the Closing Date, or by Host, if the
conditions set forth in Section 8 hereof have not been satisfied or
waived as of the Closing Date;

(d) By Select Force if the Host Disclosure Letter shall not have
been completed and delivered to Select Force on or before 30 days
after the date first above written, or if the Host Disclosure Letter
contains information which causes Select Force to determine it would
be inadvisable to proceed with the transactions hereunder; and Select
Force has provided written notification to Host on or before ten (10)
days after receipt of Host Disclosure Letter that Agreement is
terminated;

(e) By Host and HMC if the Select Force Disclosure Letter shall
not have been completed and delivered to Host and HMC on or before 30
days after the date first above written, or if the Select Force
Disclosure Letter contains information which causes Host and HMC to
determine it would be inadvisable to proceed with the transactions
hereunder, and Host and HMC has provided written notification to
Select Force on or before 10 days after receipt of the Select Force
Disclosure Letter that the Agreement is terminated;

A-28

(f) By Select Force on or before on or before 30 days after the
date first above written, if it determines that the merger would
result in an adverse tax obligation and the parties to this Agreement
have not been able to agree to a restructuring of the transaction.

11.2 LIABILITIES IN EVENT OF TERMINATION. Termination of this
Agreement will in no way limit any obligation or liability of any party
based on or arising from a breach or default by such party with respect to
any of its representations, warranties, covenants or agreements contained
in this Agreement or in the Schedules delivered by such party, including,
but not limited to, legal and audit costs and out of pocket expenses.

12. RESERVED.

13. GENERAL PROVISIONS.

13.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations and warranties of the parties hereto contained in this
Agreement or in any writing delivered pursuant hereto or at the Closing
shall survive the execution and delivery of this Agreement and the Closing
and the consummation of the transactions contemplated hereby (and any
examination or investigation by or on behalf of any party hereto) until the
date twelve months after the Closing Date (except for claims in respect
thereof pending at such time, which shall survive until finally resolved or
settled); provided, also, the representations, warranties, covenants and
agreements in Section 3.18 shall survive until the expiration of the
statutory period of limitations for assessment of tax deficiencies,
including any extensions thereof, for each taxable period of Select Force
which begins before the Closing Date and the representations, warranties,
covenants and agreements in Section 5 shall survive until the expiration of
the applicable period of limitations, including any extensions thereof. No
action may be commenced with respect to any representation, warranty,
covenant or agreement in this Agreement, or in any writing delivered
pursuant hereto, unless written notice, setting forth in reasonable detail
the claimed breach thereof, shall be delivered pursuant to Section 13.7 to
the party or parties against whom liability for the claimed breach is
charged on or before the termination of the survival period specified in
Section 13.1 for such representation, warranty, covenant or agreement.

13.2 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto, in whole or in part (whether by operation of law or otherwise),
without the prior written consent of the other parties, and any attempt to
make any such assignment without such consent shall be null and void.
Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

13.3 ENTIRE AGREEMENT. This Agreement and any attachments hereto, the
Select Force Disclosure letter and the Schedules thereto (including the
schedules, exhibits and annexes attached hereto and thereto), the Host
Disclosure Letter and the Schedules thereto (including the schedules,
exhibits and annexes attached hereto and thereto) and the documents
delivered pursuant hereto constitute the entire agreement and understanding
among the parties and supersede any prior agreement and understanding
relating to the subject matter of this Agreement. This Agreement, upon
execution, constitutes a valid and binding agreement of the

A-29

parties hereto enforceable in accordance with its terms and may be modified
or amended only by a written instrument executed by all parties.

13.4 COUNTERPARTS. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

13.5 BROKERS AND AGENTS. Each party represents and warrants that it
employed no broker or agent in connection with this transaction, except as
provided in Schedule 13.5.

13.6 EXPENSES. Except as otherwise specifically provided herein, each
party to this Agreement shall bear its own direct and indirect expenses
incurred in connection with the negotiation and preparation of this
Agreement and the consummation and performance of the transactions
contemplated hereby, including, without limitation, all legal fees and fees
of any brokers, finders or similar agents.

13.7 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed duly given (i) on the date of delivery if
delivered personally, or by telecopy or facsimile upon confirmation of
receipt, (ii) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (iii) on the 5th
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:

(a) If to Host or HMC:

Host America Corporation
2 Broadway
Hamden, CT 06518
Facsimile: (203) 230-8776
Attention: Geoffrey Ramsey

with a copy to:

Berenbaum, Weinshienk & Eason, P.C.
370 17th Street, Suite 2600
Denver, CO 80202
Facsimile: (303) 629-7610
Attention: John Wills, Esq.

A-30

(b) If to Select Force or the Select Force Shareholders:

Roger Lockhart
Select Force Incorporated
P.O. Box 10
Beaver, Arkansas 72613
Facsimile: (501) 253-5256
Attention: Roger Lockhart

with a copy to:

Brewer & Pritchard, P.C.
Three Riverway, Suite 1800
Houston, Texas 77056

Facsimile: (713) 659-5302
Attention: Thomas C. Pritchard, Esq.

13.8 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Colorado.

13.9 ENFORCEMENT. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms. It is accordingly
agreed that the parties shall be entitled to specific performance of the
terms hereof, this being in addition to any other remedy to which they are
entitled at law or in equity.

13.10 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise
provided herein, no delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default
by any other party under this Agreement shall impair any such right, power
or remedy, nor shall it be construed as a waiver of or acquiescence in any
such breach or default, or of any similar breach or default occurring
later; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default occurring before or after that
waiver.

13.11 TIME. Time is of the essence with respect to this
Agreement.

13.12 REFORMATION AND SEVERABILITY. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the
extent possible, be modified in such manner as to be valid, legal and
enforceable but so as to most nearly retain the intent of the parties, and
if such modification is not possible, such provision shall be severed from
this Agreement, and in either case the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.

13.13 REMEDIES CUMULATIVE. No right, remedy or election given by
any term of this Agreement shall be deemed exclusive, but each shall be
cumulative with all other rights, remedies and elections available at law
or in equity.

A-31

13.14 CAPTIONS; CONSTRUCTION. The headings of this Agreement are
inserted for convenience only, and shall not constitute a part of this
Agreement or be used to construe or interpret any provision hereof. This
Agreement has been fully reviewed and negotiated by the parties and no
uncertainty or ambiguity in any term or provision of this Agreement shall
be construed strictly against any party under any rule of construction or
otherwise.

(the remainder of this page is intentionally left blank)

A-32

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

HOST AMERICA CORPORATION SELECT FORCE, INCORPORATED

By:/s/ GEOFFREY RAMSEY By: /s/ ROGER LOCKHART
-------------------------- -----------------------------
Name: Geoffrey Ramsey Name: Roger Lockhart
------------------------ ---------------------------
Title: Chief Executive Officer Title: Chairman of the Board
----------------------- --------------------------

HOST MERGER CORPORATION

By: /s/ GEOFFREY RAMSEY
--------------------------
Name: Geoffrey Ramsey
------------------------
Title: Chief Executive Officer
-----------------------

A-33

APPENDIX B

FORM OF EMPLOYMENT AGREEMENT
FOR TAMMI DIDLOT

B-1

[LOGO]

NON-COMPETITION, NON-SOLICITATION
AND EMPLOYMENT AGREEMENT

This NON-COMPETITION, NON-SOLICITATION AND EMPLOYMENT AGREEMENT is
made and entered into as of October __, 2001 by and between Host America
Corporation a Colorado corporation (the "Company") and Tammi Didlot (the
"Employee").

WHEREAS, the Company has purchased the assets of Select Force located
at 6601 North Broadway, Suite 344, Oklahoma City, OK 73132, and Employee is
employed by Select Force.

WHEREAS, the Company desires to employ the Employee, and the Employee
desires to accept such employment, on the terms and conditions set forth
herein.

The parties agree as follows:

1. DEFINITIONS. The following terms shall have the indicated
meanings when used in this Agreement, unless the context requires
otherwise:

a. "Effective Date" shall be immediately upon the execution of
this Agreement by both parties.

b. "Benefit Plan" shall mean each vacation pay, sick pay,
retirement, welfare, medical, dental, disability, life insurance or other
employee benefit plan, program or arrangement.

c. "Cause" shall mean (i) the conviction of Employee of a
felony or (ii) the admission by Employee of an act of fraud or embezzlement
involving assets of the Company or its customers, suppliers or affiliates
or (iii) the reasonable determination by the Company communicated by
written notice to the Employee that there has been a material breach by the
Employee of any of Employee's material obligations under this Agreement
which results in a material adverse effect on the Company, provided that if
such a conduct is of a nature subject to cure the Company will have given
the Employee prior written notice of such conduct and its intention to
terminate Employee's employment and afforded the Employee a reasonable
opportunity to cure Employee's conduct.

d. "Date of Termination" shall mean (A) if termination of
employment occurs by reason of death, the date of Employees' death or (B)
if termination of employment occurs for any other reason, the date on which
a Notice of Termination is delivered to the other party.

e. "Notice of Termination" shall mean a written notice, which
shall set forth in reasonable detail the facts, and circumstances that
provided the basis for such termination.

B-2

[LOGO]

2. EMPLOYMENT. The Company hereby employs Employee, and Employee
hereby accepts employment with the Company, on the terms and subject to the
conditions set forth herein

The Company hereby agrees to employ and engage the services of
the Employee to act in the capacity of, President of Select Force.
Employee's primary responsibility will be to achieve sales growth. Employee
will also be responsible for managing the Oklahoma City office in an
efficient manner. To aid in the administration functions, the Company will
assist in the general bookkeeping of Select Force. As an Executive, the
Employee's duties and authorities will be consistent with such position and
Employee shall be subject to the direction and control of the President of
the Company. Employee's authorization levels are attached to this Agreement
as Attachment A. The Employee agrees, during Employee's employment, to
devote substantially Employee's full business time to the business and
affairs of the Company (except for (a) services on Corporate, civic, or
charitable boards or committees, which do not significantly interfere with
the performance of Employee's responsibilities hereunder, (b) such
reasonable time as shall be required for the investment of the Employee's
assets, which do not significantly interfere with the performance of
Employee's responsibilities, and (c) periods of vacation and sick leave
to which Employee is entitled) and to use Employee's best efforts to
promote the interests of the Company and to perform faithfully and
efficiently the responsibilities of an Executive.

3. TERM. This Agreement and Employee's employment will continue for
a term of three (3) years from the date of this Agreement, unless and until
terminated by either party in accordance with the terms of this agreement.

4. TERMINATION OF SERVICE.

a. TERMINATION UPON DEATH. Employee's employment hereunder
shall terminate upon Employee's death.

b. TERMINATION UPON DISABILITY. If, as a result of a complete
mental or physical disability, Employee shall have been absent from
Employee's duties hereunder on a full-time basis for three (3) consecutive
months, ("Disability") and, within 30 days after the Company notifies
Employee in writing that it intends to replace Employee, Employee shall not
have returned to the performance of Employee's duties on a full-time basis,
the Company shall be entitled to terminate Employee's employment. In
addition, Employee shall, upon Employee's Disability, have the right to
terminate Employee's employment with the Company. If such employment is
terminated (whether by the Company or by Employee as a result of Employee's
Disability, the following shall apply:

c. The Company shall continue to pay Employee the Base Salary
to which Employee would otherwise be entitled through the remainder of the
calendar month during which such termination is effective.

B-3

[LOGO]

d. TERMINATION FOR CAUSE. The Company shall be entitled to
terminate Employee's employment for Cause, in which event the Company shall
continue to pay Employee the Base Salary to which Employee would otherwise
be entitled through the Date of Termination;

e. TERMINATION BY EMPLOYEE. Employee may terminate this
Agreement at the end of the third year of the Term of this Agreement upon
ninety-day (90) prior written notice to the Company.

In the event of a termination of this agreement by Employee resulting
from a breach described in section (d) above, the provisions of Section 9
of this Agreement shall also be terminated as the date of termination of
this Agreement.

f. NOTICE OF TERMINATION. Any termination of Employee's
employment by the Company shall be communicated by a Notice of Termination
to the other party.

5. COMPENSATION AND OTHER BENEFITS.

a. BASE SALARY. During each Contract Year of the term hereof,
the Company will pay to the Employee for services rendered by Employee to
the Company compensation at a rate of $82,420. Per year (the "Base Salary")
to be paid weekly. Yearly increases will be based on performance.

b. BENEFIT PLANS. Employee shall be entitled to participate in
and receive benefits under all of the Company's Benefit Plans or programs
generally available to senior management of the Company, including, any 401
K Plan, retirement, disability insurance plans and all other plans or
programs. Nothing paid to Employee under any Benefit Plan presently in
effect or made available in the future shall be deemed to be in lieu of
compensation payable to Employee hereunder. The Company shall pay the full
premium applicable to any such benefits for the Employee and Employee's
dependents.

(i) VACATION TIME. During the term hereof, Employee shall
be entitled up to three (3) weeks paid vacation during each Contract Year,
as Employee deems reasonable. Any vacation time that is not taken in a
given Contract Year shall be carried forward to the following Contract Year
or Contract Years, as the case may be, but in no event more than two (2)
weeks, on a cumulative basis. No monetary equivalent will be allowed in
lieu of actual vacation days.

(ii) SICK TIME. During the term hereof, Employee shall be
entitled up to five (5) days of paid sick leave during each Contract Year.
Any sick leave that is not taken in a given Contract Year shall be carried
forward to the following Contract Year or Contract Years, as the case may
be, but in no event more than two (2) weeks, on a cumulative basis. No
monetary equivalent will be allowed in lieu of actual sick leave.

B-4

[LOGO]

c. INCENTIVE PLAN. Within three (3) months of the Effective
Date, the Company will develop a quarterly incentive plan paid in a
combination of the Company's stock and cash based on a 50% split of profits
over 10%.

d. OTHER BENEFITS. Company will nominate and support
nomination of Employee to a seat on the Board of Directors for Company.

6. DEDUCTIONS. The Employee authorizes the Company to make such
deductions and withholdings from Employee's compensation as are required by
law or as reasonable directed by the Company for its Employees generally,
which deduction will include, without limitation, deductions for federal
and state income taxes and Social Security.

7. NON-DISCLOSURE OF CONFIDENTIAL, PROPRIETARY AND TRADE SECRET
INFORMATION.

a. "Confidential, Proprietary and Trade Secret Information"
shall mean any secret or information of a secret, proprietary, or
confidential nature relating to the Company and/or any client which is
known to the Employee as a result of Employee's employment with the Company
or originated by the Employee, including, without limitation, all methods,
processes, products, techniques, know-how, marketing strategies and plans,
data, financial statements and projections, business plans, inventions,
improvements, or discoveries (whether or not patenable or copyrightable),
price lists, forecasts, customer lists, customer files, and customer
requirements, unless such information is in the public domain to such an
extent as to be readily available to competitors.

b. The Employee acknowledges that the Confidential, Proprietary
and Trade Secret Information constitutes a valuable and unique asset of the
Company with independent economic value. The Employee agrees that Employee
will not, directly or indirectly, use, communicate, disclose, disseminate,
or put in the public domain, any Confidential, Proprietary and Trade Secret
Information or any other information of a secret, proprietary,
confidential, or generally undisclosed nature relating to the business of
the Company. The Employee hereby assigns any rights Employee may otherwise
possess in any Confidential, Proprietary and Trade Secret Information to
the Company.

c. This section shall survive the termination of the Employee's
employment.

d. Nothing in this Agreement is intended to limit the Company's
rights under an applicable trade secrets statute.

e. Employee understands that a violation of this Agreement may
result in disciplinary action, including possible termination, and/or legal
action.

9. NON-SOLICITATION AND COVENANT NOT TO COMPETE. In consideration
of the Employee's employment by the Company as an Executive and because the
Employee shall have access to Confidential, Proprietary and Trade Secret
Information, the Employee hereby covenants as follows:

B-5

[LOGO]

For a period of three (3) years from the Effective Date or one (1)
year from the termination of Employee's employment, whichever is longer,
the Employee agrees that, within the territory defined below, Employee
shall not directly or indirectly, personally, by agency, as an employee,
through a corporation, partnership, limited liability company, or by any
other artifice or device, provide or attempt:

(a) to provide any services in the employee screening industry.

(b) to provide any employee screening services to any of the
Company's clients to which, within one year prior to the termination of
this Agreement, the Employee has provided services in any capacity on
behalf of the Company, or the Employee has been introduced or about which
the Employee has received information through the Company or through any
Client for which the Employee has performed services in any capacity on
behalf of the Company.

(c) to retain or attempt to retain for himself or any other
party, the services of any person, including any of the Company's employees
or consultants, who have provided services to or on behalf of the Company
within one year prior to the termination of the Employee's employment, and
to whom the Employee has been introduced or about whom the Employee has
received information through the Company or through any Client for which
the Employee has performed services in any capacity on behalf of the
Company.

(d) to utilize Confidential, Proprietary or Trade Secret
Information to solicit any suppliers or customers of the Company or in any
way induces them not to continue in their relationship with the Company.
Furthermore, Employee covenants and agrees not to disrupt, damage, impair
or interfere with the business or operations of the Company, including by
way of the Company, including by way of disrupting its relationships with
customers, agents, representatives, vendors, or otherwise.

The term "territory" means the geographic area within a one hundred
fifty (150) mile radius of a facility of location of Select Force's
operations and any account that Select Force provided services or
solicited.

The Employee acknowledges that irreparable harm to the Company will
result from the breach of the Covenant Not to Compete. Notwithstanding
anything to the contrary herein contained, in the event of a material
breach by the Company of its obligations under this Agreement, which breach
is continuing and remains uncured for a period of ninety (90) days and so
long as the Employee is not in material breach of Employee's obligations
under this Agreement, then the provisions of this section 9 shall be
unenforceable.

10. RIGHTS AND BENEFITS PERSONAL. Except as herein otherwise
specifically provided, the rights and benefits of the Employee under this
Agreement are personal to Employee and no such rights or benefits will be
subject to voluntary or involuntary alienation, assignment, or transfer.

B-6

[LOGO]

11. NON-ALIENATION. The Employee shall not have any right to pledge,
hypothecate, anticipate, or in any way create a lien or security interest
upon any amounts provided under this Agreement; and no benefits payable
hereunder shall be assignable in anticipation of payment either by
voluntary or involuntary acts, or by operation of law, except by will or
the laws of descent and distribution.

12. ATTORNEYS' FEES. Employee and Company acknowledges that
Employee's or Company's breach of any of the provisions of this Agreement
could result in irreparable and unreasonable harm to the Company or the
Employee and that injunctive relief, as well as damages, would be
appropriate for a breach of any of such provisions. If any action or
proceeding is brought because of an alleged dispute or default in
connection with this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs in connection with such action
or proceeding in addition to all other recovery or relief.

13. SEVERABILITY. Whenever there is any conflict between any
provision of this Agreement and any statute, law, regulation, or judicial
precedent, the latter will prevail, but in each such event, the provisions
of this Agreement thus affected will be curtailed and limited only to the
extent necessary to bring them within the requirement of law. If any part,
section, paragraph, or clause of this Agreement will be held by a court of
proper jurisdiction to be indefinite, invalid, or otherwise unenforceable,
the entire Agreement will not fail on account thereof, but the balance of
this Agreement will continue in full force and effect unless such
construction would be clearly contrary to the intention of the parties or
would be unconscionable.

14. ENTIRE AGREEMENT; MODIFICATION; WAIVER. This Agreement together
constitutes the entire Agreement between the parties pertaining to the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No
supplement, modification, or amendment of this Agreement will be binding
unless executed in writing by both parties. No waiver of any of the
provisions of this Agreement will be deemed to or will constitute a waiver
of any other provisions, whether or not similar, nor will any waiver
constitute a continuing waiver. No waiver will be binding unless executed
in writing by the party making the waiver.

15. NOTICES. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and if
sent by registered or certified mail to the Employee at the last address
Employee has filed in writing with the Company or, in the case of the
Company, Attention: President, at its principal business offices.

16. SUCCESSOR TO THE COMPANY. Except as may be otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company.

17. JURISDICTION AND VENUE. The parties acknowledge that the
execution of this Agreement has occurred or will occur in the State of
Connecticut. Without limiting the right of the parties to pursue their
rights and remedies under this Agreement (or under any judgment obtained in
respect thereof) in any appropriate jurisdiction, the parties hereby
irrevocably consent to the jurisdiction and venue of the courts of the
State of Connecticut or any United

B-7

States court of competent jurisdiction situated therein, to adjudicate any
legal action commenced by a party and waive any objections they may at any
time have to such jurisdiction and venue.

18. GOVERNING LAW. The provisions for this Agreement for all purposes
will be construed in accordance with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the following Agreement was executed as of the
date and year first above written.

HOST AMERICA CORPORATION, a
Colorado Corporation

By: ____________________________
Geoffrey Ramsey, President

Employee:

__________________________________
Tammi Didlot

B-8

[LOGO]

EXHIBIT A
---------

EMPLOYEE'S AUTHORITY

Pursuant to the terms and conditions of the Employment Agreement to
which this Exhibit A is attached, Employee is hired to solicit sales for
all services rendered by Select Force and such other sales as directed by
the Company. The Employee will have the authority to incur expenses and
make commitments within the guidance set forth below. The following actions
require the consent of Host America.

1. Incurring a single general operating expenses above $5,000

2. Hiring or terminating employees with total annual
compensation greater than $30,000.

3. Annual base salary increases for employees of 10% or greater
and all bonus payments (subject to any bonus plans in
existence or, in the future) for employees in excess of
$10,000 per annum in the aggregate.

4. Hiring and compensation changes with related party
employees.

5. Any capital expenditures over $5,000.

6. New leases or modifications to existing leases where the
aggregate lease commitment are above $5,000.

7. Engagement of any marketing, management or other business
consultant.

8. Execution of consumer contracts where the expected total
revenue is in excess of $10,000.

All expense reports are to be submitted in accordance with the Company's
policies as in place from time to time.

B-9

APPENDIX C

FORM OF NON-COMPETITION AGREEMENT
FOR ROGER LOCKHART

C-1

NON-COMPETITION, CONFIDENTIALITY, AND
-------------------------------------
NON-SOLICITATION AGREEMENT
--------------------------

This Non-Competition, Confidentiality, and Non-Solicitation Agreement
(the "Agreement") is dated October __, 2001, between HOST AMERICA
CORPORATION ("Company") and MR. ROGER LOCKHART ("Seller").

RECITALS
--------

A. The Company and Select Force, Inc. ("Select Force") are parties
to a Merger Agreement ("Merger Agreement") dated October , 2001 pursuant
to which the Company is purchasing all of the issued and outstanding shares
of Select Force.

B. The Seller is the record and beneficial holder of approximately
forty-nine percent (49%) of the issued and outstanding shares of Select
Force's capital stock and is an officer and the sole director of Select
Force.

C. Pursuant to the Merger Agreement, Seller is receiving from
Company a total of 345,933 shares of the Company's Common Stock,
representing sixteen percent (16%) of the total outstanding Common Stock of
the Company following the merger.

D. The Seller is entering into this Agreement as a condition to and
as additional consideration for the closing under the Merger Agreement.

AGREEMENT
---------

NOW, THEREFORE, the parties hereto agree as follows:

1. SELLER'S ACKNOWLEDGEMENT. Seller acknowledges that

a. He is an officer, director and forty-nine percent (49%)
shareholder of Select Force and is one of the principal persons responsible
for the success of Select Force;

b. Contemporaneously herewith the Company is acquiring one
hundred percent (100%) of the issued and outstanding shares of Select
Force's stock; and

c. It will likely materially jeopardize the Company's business
and substantially reduce the value of the Company's acquisition if the
Seller violated the provisions of this Agreement.

2. NON-COMPETITION AGREEMENT. The Seller covenants and agrees that
for a period of one (1) year from and after the date of this Agreement,
Seller will not, directly or indirectly (through one or more
intermediates), whether individually or as an officer, director,
shareholder, partner, owner, member, manager, employee or consultant,
operate or assist any corporation, partnership, limited liability company
or other business enterprise in operating

C-2

any pre-employment screening service company or company offering similar
type services within the geographic territory described as the United
States.

3. CONFIDENTIALITY. "Confidential Information" shall mean any
information known to Seller as a result of Seller's involvement as an
officer and director of Select Force from and after the date of Seller's
involvement with Select Force (including information originated by Seller)
of a secret, proprietary or confidential nature relating to Select Force
and its operations including without limitation, all methods, trade
secrets, processes, products, techniques, know-how, marketing plans, data,
improvements, strategies, forecasts, client lists, prospective client
lists, mailing lists, client information, marketing programs, accounting
systems, unless such information is now or thereafter in the public domain
to such an extent as to be readily available to competitors. Seller agrees
that Seller will not at any time from and after the date of this Agreement,
directly or indirectly, use, communicate, disclose, disseminate, or put
into the public domain any Confidential Information or any other
information of a secret, proprietary, confidential or generally undisclosed
nature relating to Select Force or its operations, products, processes or
services. The parties acknowledge that this paragraph shall survive for a
period of one (1) year from and after the date of this Agreement.

4. NON-SOLICITATION OF CLIENTS. Seller convenants and agrees that
for a period of one (1) year from and after the date of this Agreement,
Seller will not directly or indirectly solicit existing clients of Select
Force.

5. NON-SOLICITATION OF EMPLOYEES. Seller convenants and agrees that
for a period of one (1) year from and after the date of this Agreement,
Seller will not directly or indirectly solicit any employees, consultants,
contractors or suppliers engaged by the Company or its subsidiaries for the
purpose of inducing them to commence a relationship with any business which
operates any pre-employment screening service company or company offering
similar services in the United States.

6. SPECIFIC ENFORCEMENT; LEGAL FEES. Seller acknowledges that
Seller's breach of any provision of this Agreement would be likely to
result in irreparable and unreasonable harm to the Company or its
subsidiaries and injunctive relief as well as actual damages would be
appropriate for breach of any such provision. In the event of any legal
proceedings arising under this Agreement, the prevailing party shall be
awarded its reasonable attorney fees and costs. NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, SELLER'S CUMULATIVE LIABILITY FOR
DAMAGES OF ANY KIND RESULTING FROM OR ARISING OUT OF THIS AGREEMENT SHALL
NOT EXCEED THE TOTAL NUMBER OF SHARES RECEIVED BY SELLER FROM THE COMPANY
PURSUANT TO THE MERGER AGREEMENT. THIS LIMITATION SHALL APPLY EVEN IF THE
REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Seller and his respective heirs, executors, assigns and administrators and
shall inure to the benefit of the Company and its successors and assigns.

8. SEVERABILITY. Whenever there is any conflict between any
provision of this Agreement and statute, law, regulations or judicial
proceeding, the latter shall prevail, but in

C-3

each such event, the provisions of this Agreement thus affected shall be
curtailed and limited only to the extent necessary to bring them within the
requirement of the law. In the event that any part, section, paragraph or
clause of this Agreement shall be held by a court of proper jurisdiction to
be indefinite, invalid or otherwise unenforceable, the entire Agreement
shall not fail on account thereof, but the balance of the Agreement shall
continue in full force and effect unless such consideration would be
clearly contrary to the intention of the parties or would be
unconscionable.

9. GOVERNING LAW. The legality, validity and enforceability and
interpretation of this Agreement shall be governed by the laws of the State
of Colorado without giving effect to the principles of conflicts of law.

In WITNESS WHEREOF, this Agreement has been executed as of the date
set forth above.

HOST AMERICA CORPORATION ROGER LOCKHART

BY:______________________________ ___________________________________
Its:_____________________________

C-4

PROXY PROXY
----- -----
HOST AMERICA CORPORATION

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

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDER
SOLICITED BY THE BOARD OF DIRECTORS
-------------------------------------------------------------------------

The undersigned hereby constitutes and appoints Geoffrey W. Ramsey and
David J. Murphy, and each of them, the true and lawful attorneys and
proxies of the undersigned, with full power of substitution and
appointment, for and in the name, place and stead of the undersigned, to
act for and vote all of the undersigned's shares of the $.001 par value
common stock or preferred stock of Host America Corporation, a Colorado
corporation at the annual meeting of shareholders to be held at [ ],
Hamden, Connecticut at [ ] a.m. eastern time, on [ ], 2001, and
any and all adjournments thereof, for the following purposes:

THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED IN FAVOR OF ALL PROPOSALS
CONTAINED IN THE PROXY STATEMENT.

A vote FOR the following proposals is recommended by the board of
directors:

1. To approve the merger and issuance of shares of Host common stock to
shareholders of Selectforce, Inc. ("Select"), an Oklahoma corporation,
and related transactions pursuant to the merger agreement dated as of
October 26, 2001 by and among Host and Select pursuant to which
Select will merge with Host Merger Corp ("HMC"), a Colorado
corporation and wholly-owned subsidiary of Host. A vote in favor of
the merger will also be a vote in favor of the election of Tammi
Didlot to serve on the board of directors as a Class II director,
until the 2002 annual meeting of shareholders.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. To elect two Class I directors to serve for the next three years.

Patrick J. Healy [ ] FOR [ ] AGAINST [ ] ABSTAIN
John D'Antona [ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To ratify the selection of DiSanto Bertoline & Company, P.C. as
independent auditors of Host for the year ending June 28, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. [ ]

_________________________________________
_________________________________________
_________________________________________
_________________________________________

Even if you are planning to attend the meeting in person, you are
urged to sign and mail the proxy in the return envelope so that your stock
may be represented at the meeting.

DO YOU PLAN TO ATTEND THE ANNUAL MEETING: [ ] YES [ ] NO

Sign exactly as your name(s) appears on your stock certificate. If
shares of stock stand on record in the names of two or more persons or in
the name of husband and wife, whether as joint tenants or otherwise, both
or all of such persons should sign the above proxy. If shares of stock are
held of record by a corporation, the proxy should be executed by the
president or vice president and the secretary or assistant secretary, and
the corporate seal should be affixed thereto. Executors or administrators
or other fiduciaries who execute the above proxy for a deceased shareholder
should give their title. Please date the proxy.

Signature(s) __________________________ Date:____________________

__________________________ Date:____________________