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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[X] 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:

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

NOTES:

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 28, 2002

________________

TO THE SHAREHOLDERS:

NOTICE IS HEREBY given that an annual meeting of shareholders of Host
America Corporation ("Host") will be held at 9:00 a.m., local time on
March 28, 2002 at Two Broadway, Hamden, Connecticut 06518, 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 next 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
C 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 March 15, 2002.

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 March 14, 2002 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,
counted as a single class, 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, voting as a single class, 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

March 15, 2002

___________________________________

PROXY STATEMENT
of
HOST AMERICA CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON March 28, 2002

___________________________________

We are mailing this proxy statement and accompanying form of proxy to
the shareholders of Host America Corporation ("Host") on or about
March 15, 2002.

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 9:00 a.m.,
local time, on March 28, 2002, at Two Broadway, Hamden, Connecticut 06518
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.

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).

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 March 15, 2002

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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 22): 9:00 a.m., local time, on March 28,
2002, at Two Broadway, Hamden,
Connecticut 06518.

PURPOSE OF THE ANNUAL MEETING At the annual meeting, you will be
(PAGE 22): asked 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 22): 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
March 14, 2002. 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 common and Series A
preferred stock, counted as a single
class, 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 Shares of common stock and Series A
PROPOSALS (PAGE 23): preferred stock will vote as a single
class. To approve the merger proposal,
the 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 22): 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

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sending a written notice revoking the
proxy or a later-dated proxy to the
secretary of Host, or by attending the
annual meeting and voting in person.

VOTE NECESSARY TO APPROVE Because approval of the merger
THE MERGER (PAGE 23): agreement requires the affirmative vote
of the holders of a majority of the
outstanding shares of Host's stock
voting as a single class, 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
(203) 248-4100 dining, special event catering, "meals-
(PAGE 63): on-wheels" 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
6601 N. BROADWAY screening company offering criminal
OKLAHOMA CITY, OK 73116 histories, motor vehicle reports,
(405) 842-2088 worker's compensation records,
(PAGE 72): verification of education and 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
TWO BROADWAY Host and was organized to merge with
HAMDEN, CONNECTICUT Select and has not conducted any
(203) 248-4100 unrelated activities since its
(PAGE 31): organization. After the merger, HMC
will remain as the surviving entity and
change its name to Select.

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

OVERVIEW (PAGE 24): 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

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Appendix C.

RECOMMENDATION OF THE BOARD The board of directors has unanimously
OF DIRECTORS (PAGE 26): 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
FOLLOWING THE MERGER will continue to carry on their
(PAGE 76): respective 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
SHAREHOLDERS (PAGE 87): deemed 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 28): Assuming the merger is consummated as
currently structured, the merger of
Select into HMC will qualify as a
nontaxable reorganization under Section
368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended. Neither
Host, the pre-merger Host shareholders,
HMC nor Select will recognize any gain
or loss as a result of the merger.

ACCOUNTING TREATMENT The merger is expected to be treated as
(PAGE 29): a purchase transaction for accounting
and financial reporting purposes.

NO DISSENTERS' RIGHTS Under Colorado law the merger does not
(PAGE 30): afford a Host shareholder the right to
dissent and obtain payment of the fair
value of the shareholder's shares in
Host.

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NO OPINION OF FINANCIAL ADVISER Based on management's belief that the
(PAGE 27): merger is fair to all shareholders and
in their best interests, Host has not
obtained a fairness opinion from any
financial adviser or consultant.

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 . . . . . . . . . . . . . . . . . . . . . 16
COMPARATIVE PER SHARE DATA . . . . . . . . . . . . . . . . . . . . . . 19
MARKET PRICE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 20
THE HOST ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . 22
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . 22
Matters to be Considered at the Annual Meeting . . . . . . . . . . . 22
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Voting of Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . 22
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Quorum; Abstentions and Broker Non-Votes . . . . . . . . . . . . . . 23
Solicitation of Proxies and Expenses . . . . . . . . . . . . . . . . 24
Board Recommendation . . . . . . . . . . . . . . . . . . . . . . . . 24
PROPOSAL 1 - THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . 24
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . 25
Reasons for the Merger; Recommendation of the Board of Directors . . 26
No Opinion of Financial Advisor. . . . . . . . . . . . . . . . . . . 27
Interests of Certain Persons in the Merger . . . . . . . . . . . . . 27
Employment and Non-competition Agreements. . . . . . . . . . . . . . 28
Material Federal Income Tax Considerations . . . . . . . . . . . . . 28
Anticipated Accounting Treatment . . . . . . . . . . . . . . . . . . 29
Restrictions on Sale of Shares by Affiliates of Host and Select. . . 29
Operations Following the Merger. . . . . . . . . . . . . . . . . . . 30
No Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . 30
THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 31
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Conversion of Securities . . . . . . . . . . . . . . . . . . . . . . 31
Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . 31
Representations and Warranties . . . . . . . . . . . . . . . . . . . 32
Certificate of Select Shareholders . . . . . . . . . . . . . . . . . 32
Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . 33
Conditions to Completion of the Merger . . . . . . . . . . . . . . . 35
Additional Agreements. . . . . . . . . . . . . . . . . . . . . . . . 37
Termination of the Merger Agreement. . . . . . . . . . . . . . . . . 37
PROPOSAL 2 - ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . 39
PROPOSAL 3 - RATIFICATION OF SELECTION OF DISANTO BERTOLINE &
COMPANY, P.C. AS INDEPENDENT AUDITORS FOR 2002 . . . . . . . . . . . 40

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF HOST. . . . . . . . . . . . . . . . . . 42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF SELECT. . . . . . . . . . . . . . . . . 52
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA. . . . . . . . . . 54
BUSINESS OF HOST . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
BUSINESS OF SELECT . . . . . . . . . . . . . . . . . . . . . . . . . . 72
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . 81
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. . . . . . . . 89
DESCRIPTION OF HOST CAPITAL STOCK. . . . . . . . . . . . . . . . . . . 90
INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS . . . . . . . . . . . 91
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS. . . . . . . . . . . . . . 91
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
WHERE YOU CAN FIND MORE INFORMATION. . . . . . . . . . . . . . . . . . 92
INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . 93

APPENDICES

A Articles of Incorporation
B Bylaws
C Merger Agreement and Amendment to Merger Agreement
D Form of Employment Agreement for Tammi Didlot
E 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 25 to 27.

Q: WHEN DO YOU EXPECT TO COMPLETE THE MERGER?

A: We are working to complete the merger during our third quarter of
2002. Because the merger is subject to various conditions, however,
we cannot predict the exact timing. The merger agreement contemplates
that we would have completed the merger by December 31, 2001. However,
that date was extended to March 31, 2002 pursuant to an amendment to the
merger agreement. If the merger is not completed by March 31, 2002,
either party may terminate the merger agreement. We do not anticipate
that it will be necessary to extend this date past March 31, 2002.

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

-9-

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 92.

RISKS RELATED TO SELECT

SELECT DOES NOT HAVE ANY LONG-TERM AGREEMENTS WITH ITS CLIENTS AND ITS
FUTURE SUCCESS IS DEPENDENT ON REPEAT BUSINESS AND OBTAINING NEW CLIENTS.

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 future
profitability.

SELECT IS DEPENDENT ON ITS ACCESS TO GOVERNMENT RECORDS, WHICH COULD BE
LIMITED OR PREVENTED BY VARIOUS 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 limit
its ability to conduct its operations.

SELECT COMPETES WITH NUMEROUS COMPANIES, INCLUDING ITS POTENTIAL CLIENTS,
MANY OF WHICH HAVE GREATER FINANCIAL AND OTHER RESOURCES THAN THOSE OF
SELECT.

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. Furthermore, Select's ability to compete could be
adversely impacted if it is unable to pass price increases on to customers
or if its information costs increase. 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.

-10-

SELECT DEPENDS UPON ITS KEY PERSONNEL AND MAY EXPERIENCE DIFFICULTY IF IT
FAILS TO RETAIN SUCH 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.

HOST'S SUCCESS DEPENDS ON ITS ABILITY TO RETAIN AND RENEW EXISTING CLIENT
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.

HOST MAY NOT BE REIMBURSED FOR INVESTMENT IN A CLIENT'S FACILITY.

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.

HOST MAY LOSE CUSTOMERS IF BUILDING OWNERS FAIL 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.

-11-

FLUCTUATING FOOD PRICES AND SHORTAGES MAY AFFECT THE QUALITY AND VARIETY OF
FOOD HOST IS ABLE TO OFFER AT A GIVEN LOCATION.

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 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.

HOST DEPENDS UPON ITS KEY PERSONNEL AND MAY EXPERIENCE DIFFICULTY
ATTRACTING AND RETAINING KEY EMPLOYEES.

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.

HOST MAY BE UNABLE TO HIRE AND TRAIN A SUFFICIENT NUMBER OF QUALIFIED
WORKERS TO SATISFY CUSTOMER REQUIREMENTS.

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.

HOST MAY FAIL TO COMPETE EFFECTIVELY IN ITS MARKET.

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.

-12-

ANY ACQUISITIONS THAT HOST UNDERTAKES COULD BE DIFFICULT TO INTEGRATE AND
COULD DISRUPT ITS BUSINESS, DILUTE SHAREHOLDER VALUE AND ADVERSELY AFFECT
HOST'S OPERATIONS.

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 food
service 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 REGULATIONS COULD ADVERSELY AFFECT HOST'S BUSINESS.

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 total voting 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.

-13-

HOST DOES NOT ANTICIPATE PAYMENT OF DIVIDENDS AND SHAREHOLDERS ARE WHOLLY
DEPENDENT UPON THE MARKET FOR THE COMMON STOCK TO REALIZE ECONOMIC BENEFIT.

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 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 EVEN IF IT IS IN THE BEST INTERESTS OF HOST'S SHAREHOLDERS.

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 shareholders 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.

-14-

IF HOST COMMON STOCK BECOMES SUBJECT TO "PENNY STOCK" REGULATIONS,
SECURITIES AND EXCHANGE COMMISSION REGULATIONS MAY IMPOSE SIGNIFICANT
LIMITATIONS ON THE ABILITY OF BROKER-DEALERS TO ENTER TRADES IN ITS COMMON
STOCK.

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 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.

HOST HAS NOT BEEN IN COMPLIANCE WITH THE COVENANTS OF A DEMAND NOTE PAYABLE
AND TERM NOTE PAYABLE.

In connection with the July 31, 2000 acquisition of Lindley, Host
obtained a $2,500,000 term note and a demand note payable of up to
$1,200,000 from Webster Bank. The term note and demand note payable are
collateralized by substantially all of the assets of Host and its wholly
owned subsidiary, Lindley. In addition, the notes are subject to and
contain certain financial covenants, non-compliance with which would be
considered an event of default and provide the bank with the right to
demand repayment of the full indebtedness prior to the maturity date. Host
was not in compliance with certain of these covenants as of its fiscal year
end and at the end of its second quarter on December 28, 2001.
Specifically, Host was not in compliance with the following covenants: (1)
total indebtedness to net worth of 1.50:1.00; (2) funded debt to EBITDA of
2.5:1.00; (3) current ratio of 1.35:1.00; (4) EBITDA to current maturities
of long-term debt plus interest expense of 1.4:1.00; and (5) reduction of
line of credit to an amount no greater than $330,000 for thirty consecutive
days. The bank must approve the merger and the assets of Select will be
pledged to the bank upon completion of the merger.

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.

In a commitment letter dated February 15, 2002, the bank agreed to
modify the amount of the revolving line of credit from $1,200,000 to
$1,600,000, change the borrowing base definition from 70% to 75% of eligible
accounts receivable, extend the expiration date to November 30, 2002, and
change the variable interest rate to the banks prime rate plus 1.5% per annum.
The bank also agreed to modify the term note agreement principally as follows:

-15-

1. Reduce the term note by $400,000 and apply the balance to the
revolving line of credit.
2. Require monthly principal payments of $25,416 with the remaining
balance due at maturity, November 30, 2003.
3. Require personal guarantees of two officers/stockholders.
4. Require a success fee of $150,000 due upon maturity.
5. Require within ninety (90) days of the closing, Host America shall
establish with Webster Bank a blocked depository account in the
amount of not less than $150,000.
6. Require quarterly covenant measurements as follows:
a. Current ratio equal to or greater than 1:1
b. Debt to net worth shall be equal to or less than
1.50:1
c. Funded debt to EBITDA shall be measured commencing with
the fiscal quarter ended March 29, 2002 and shall at
all times be less than or equal to 4.00:1.00. Quarterly
thereafter, the covenant shall reduce by 50 basis points
to 2.50:1.00 by December 31, 2002. The covenant shall
remain at 2.50:1.00 quarterly thereafter.
d. Debt service coverage ratio shall be equal to or greater
than 1.0:1 for the quarter ending March 29, 2002 increasing
each quarter to 1.20:1 on a cumulative rolling four (4)
quarter basis ending December 27, 2002 and thereafter.

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.

UPON COMPLETION OF THE MERGER, PRE-MERGER HOST SHAREHOLDER'S OWNERSHIP OF
HOST WILL BE DILUTED.

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 32.2% of the outstanding common stock of Host. Accordingly, such
shareholders will have significant influence in determining the outcome of
any corporate transaction or other

-16-

matter submitted to the shareholders for approval, including the election
of directors, mergers, consolidations and the sale of all or substantially
all of Host's assets.

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 $200,000
in connection with the merger.

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.

-17-

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
77,826,463 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
* 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.

-18-

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: SIX MONTHS ENDED YEAR ENDED
DECEMBER 28, 2001 JUNE 29, 2001
----------------- -------------

Net income (loss) per share:
Historical . . . . . . . . . . . . . . . $NIL $(.03)
Pro forma combined . . . . . . . . . . . $NIL $(.03)
Book value per share at end of period:
Historical . . . . . . . . . . . . . . . $2.48 $2.48
Pro forma combined . . . . . . . . . . . $2.50 $2.40

SELECT COMMON STOCK: YEAR ENDED YEAR ENDED
DECEMBER 31, 2001 DECEMBER 31, 2000
----------------- -----------------

Net income (loss) per share:
Historical . . . . . . . . . . . . . . . $ .19 $(.05)
Pro forma combined . . . . . . . . . . . $ .02 $(.17)
Book value per share at end of period:
Historical . . . . . . . . . . . . . . . $ .93 $ .74
Pro forma combined . . . . . . . . . . . $2.50 $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.

-19-

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
fiscal years indicated.

2002 2001 2000
-------------- ---------------- ---------------
HIGH LOW HIGH LOW HIGH LOW

First Quarter $2.78 $2.65 $5.38 $4.19 $3.38 $2.00
Second Quarter $2.88 $1.93 $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 the fiscal years
indicated.

2002 2001 2000
-------------- ---------------- ---------------
HIGH LOW HIGH LOW HIGH LOW

First Quarter $0.38 $0.35 $1.31 $0.88 $0.56 $0.25
Second Quarter $0.39 $0.20 $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 March 14,
2002. 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
March 14, 2002, Select had 26 shareholders and had 748,700 shares of
common stock issued and outstanding. As of the date of this proxy
statement, Select does not have any options, warrants, or other convertible
securities outstanding.

Shareholders of Select are not eligible to utilize Rule 144 for sales
of common stock. In general, under Rule 144, a person who has beneficially
owned restricted shares for at least one year would be entitled to sell,
within any three-month period, a number of shares that does not exceed one
percent of the number of shares of common stock then outstanding. Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information.
Although, Select's shareholders have held their shares of common stock for
greater than one year, Select does not presently meet the current public
information requirements, and as such, no shares of Select are eligible to
be sold pursuant to Rule 144. In addition, Select has not agreed to
register any sales of Select common stock under the Securities Act, whether
offered pursuant to an employee benefit plan, or otherwise.

-20-

For the past two years, Select has not paid any cash dividends on its
common stock. Any future dividends will be subject to the discretion of
the board of directors and will depend on, among other things, future
earnings, Select's operating and financial condition, Select's capital
requirements, and general business conditions.

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 March 11, 2002, 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 $2.50.

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.

-21-

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 March 28, 2002,
and at any adjournment or postponement thereof.

This proxy statement is first being furnished to Host shareholders on
or about March 15, 2002.

DATE, TIME AND PLACE

The annual meeting will be held on Marhc 28, 2002 at 9:00 a.m., local
time, at Two Broadway, Hamden, Connecticut 06518.

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 next 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 March 14, 2002
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 shares in "street name" may
vote the shares only if the shareholder provides instructions on how

-22-

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 March 14, 2002, there were 1,473,537
shares of common stock and 700,000 shares of Series A preferred stock
outstanding and entitled to vote. Each share of common stock is entitled
to one vote. Similarly, each share of Series A preferred stock is
entitled to one vote. Shares of common stock and Series A preferred
stock will vote as a single class on all matters submitted for approval.
The holders of a majority of the outstanding shares of Host common stock
and Series A preferred stock entitled to vote and voting as a single class
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 March 14, 2002, directors and executive officers of Host
beneficially owned an aggregate of 1,065,749 shares of Host common and
Series A preferred stock or approximately 49% of the total 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 March 14, 2002, 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, counted as a single class,
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
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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 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.
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."

-24-

BACKGROUND OF THE MERGER

During 2000, Host began using Select to do screening on newly hired
employees and developed a professional relationship with Select. Select's
management was in the New England area visiting in September 2000 and had
a dinner meeting with members of Host's management. During the meeting,
Host learned about Select's business, its financial make-up and the growing
need for employers to screen potential new employees, in an effort to
provide a safe and secure workplace. With many of the new food service bids
requiring background checks and drug screening, the relationship between
the two companies grew. Host management was impressed with the
professional way that Select conducted its business and approached Select
to explore if Select had an interest in merging. Host asked each board
member for input, and members of the board responded with positive
comments, feeling there were strategic advantages in acquiring Select.
Some of the advantages identified were:

* Host, already in the "outsourced food service" business, could
provide another "outsourced service" to its existing customers;
* Select's history of generating a profit and strong balance sheet;
* Select had low overhead and no working capital tied up in
inventory;
* Host could provide marketing, sales, and accounting expertise to
Select; and
* Host could provide market presence in the densely populated
northeast market.

Host management discussed as an alternative to the merger the
possibility of providing management services to Select under a management
service contract. Host decided that if it was going to expend energy to
help Select grow its business, then Host wanted an equity position so it
could be rewarded for its efforts. Neither side pursued an alternative
with a third party because both sides felt they were getting a fair and
reasonable deal.

Host management conducted due diligence on Select including
interviewing Select's President, Tammi Didlot, visiting Select's
headquarters in Oklahoma City, talking with employees and looking at
Select's financial statements. The merger was negotiated between top
management of both companies. Representing Host was Geoffrey Ramsey and
David Murphy. Representing Select was Roger Lockhart. Early negotiations
centered on how the merger was to be structured. Host determined that it
would not be able to proceed with a merger if it included a significant
cash component because Host had limited liquidity and did not believe that
it would be able to raise sufficient funds given what management considered
to be poor market conditions. Thus, the parties agreed to structure the
merger as a stock exchange without any cash component and all stock
consideration. Host pursued its due diligence and worked on a valuation.
It was also agreed that Tammi Didlot was an important part of Select and
that a long-term employment contract for her would be part of the
transaction.

After reviewing Select's financials, Host determined that an
appropriate valuation for Select was between $1,900,000 and $2,000,000.
This price was determined by Select's historical growth, profit, balance
sheet and the likelihood that this performance would continue. The pre-
employment screening business has been a growing industry and, in the wake
of the September 11th tragedy, should continue to grow. Host's original
offer was set at $1,900,000, which was rejected by Select. After several
counter offers the merger price was set at approximately $2,100,000. The
next step in the process was to determine a share price. This negotiation
took place during the week of January 22nd, 2001 and into the beginning of
the following week. Host's common stock share price during

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that week was between $3.00 and $3.25. Both parties agreed on a share
price of $3.00 for a total of 700,000 shares of Host restricted stock as
consideration for the merger.

On March 8, 2001, the board of directors approved a merger between
Host and Select and on March 16, 2001, Host entered into a Letter of Intent
("LOI") with Select. The LOI provided 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.

In the course of the negotiations with Select, Select agreed to make
a $150,000 loan to Host, 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, which
has subsequently been extended to June 28, 2002. The loan to Host was made
independent from the proposed merger, although it was made to assist Host
with working capital and other expenses that may be incurred in connection
with the merger. Repayment of the loan is not affected by the merger
transaction closing or failing to close and the note continues to be an
obligation of Host. There are no additional loans contemplated between the
parties.

REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS

The board of directors of Host has approved the merger based on the
following perceived benefits to Host and its shareholders:

* Select has been profitable and has grown its revenues from
operations by approximately 12% a year. Management believes the
added cash flow will improve our liquidity and reduce our need
for immediate additional capital. In addition, the merger will
strengthen our balance sheet by combining their pre-merger assets
of approximately $887,000.

* Select has experienced management, including Ms. Tammi Didlot,
its current President. Upon completion of the merger, Ms. Didlot
will enter into a long-term employment agreement with Host. Ms.
Didlot will initially supervise the Select marketing effort to
our existing clients highlighting the benefits of employee
screening and evaluation. She also will assist Host in obtaining
new customer accounts with the employee-screening component while
continuing Select's services on a stand-alone basis, in New
England and Oklahoma.

* Host's operations are capital and labor-intensive requiring large
cash investments for equipment and supplies for each new customer
account. On the other hand, Select can effectively expand their
existing services to our customers with the addition of only a
few trained employees.

* Employee screening offers Host's present and future customers a
significant value-added service. Management believes employees
are conscious of the need to insure the quality of their
employees and provide safety in the workplace.

* Current market conditions in the capital markets have made it
very difficult for companies of our size to raise funds needed to
expand existing services. Our

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acquisition of Select will allow us to add a compatible service
without a large capital infusion or adding a significant number
of new employees.

* The belief the terms of the merger are fair and reasonable after
extensive negotiations between the respective managements.

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

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.

NO OPINION OF FINANCIAL ADVISOR

The Management of Host believes the merger is fair and in the best
interests of the shareholders of the respective corporations. The board
believes Host will benefit by adding a new iperating subsidiary which is
profitable and allow Host to provide a value added service to its existing
food services. The board of Select believes by merging with a much larger
public company its shareholders will receive shares in a public company and
corresponding liquidity in their shareholdings. Accordingly, neither board
elected to obtain a fairness opinion for the aforementioned reasons and the
costs that would be incurred in connection with obtaining such an opinion.

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 total outstanding shares of Host common stock
and Series A preferred stock, counted as a single class, 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
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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 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 D.

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 E.

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The law firm of Berenbaum, Weinshienk & Eason, P.C., counsel to Host,
has issued a tax opinion with respect to the tax consequences of the
proposed transaction. 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.

-28-

In the event that the merger is consummated as currently structured,
the merger of Select into HMC will qualify as a nontaxable reorganization
under Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code. In such
case, neither Host, HMC nor Select will recognize any gain or loss as a
result of the merger. In addition, the pre-merger Host shareholders will
also 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 will
also be unaffected by the merger.

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;

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

* another applicable exemption under the Securities Act.

-29-

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.

-30-

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 C 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 third 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
(subsequently amended by the parties to March 31, 2002), 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;

-33-

* 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:

-34-

* 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;

-35-

* 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

-36-

* 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 (subsequently amended
to March 31, 2002), which date may be continued for up to an
additional ninety (90) 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 December 21, 2001 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 December 21, 2001 or if the Select
Disclosure Letter contains information

-37-

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.

-38-

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

-39-

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 76 to
78 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 next annual meeting of shareholders.
Biographical information concerning Ms. Didlot can be found at page 77 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

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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). The audit committee of the board of
directors has considered whether the provision of these non-audit services
is compatible with maintaining the independent auditior's independence.

-41-

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 Bridgeport, Connecticut,
and at Tellium, Inc. in Ocean Port, New Jersey. We offer dining, catering,

-42-

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
indefinitely. Host does not anticipate commencing operations at Lucent
during the fiscal year 2002.

On March 16, 2001, Host entered into a Letter of Intent with
SelectForce, Inc. ("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.

Also, during the first quarter of the current fiscal year, Host
commenced operations with Stamford, CT based Harbor Park Associates, a real
estate developer of multi-tenant office complexes. Host will provide
corporate dining, special event catering, vending and office coffee
services. After the end of the quarter, Host signed contract agreements
and began operations with New England Business Services at their facilities
in Townsend, Massachusetts and Peterborough, New Hampshire, Merritt
Crossing in Milford, CT and Armstrong Park Associates in New Haven, CT.

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.

In September, Host's Lindley subsidiary began providing meals for St.
Mark's and St. James Catholic schools. Lindley recently signed a contract
with the New Haven school system to provide fruit cups for the students.
Lindley intends to market this service to other cities as well and it
recently installed a new cupping machine, which will streamline the
process. Lindley was previously awarded the Boston Public Schools
emergency replacement program for breakfast and sandwich items and has been
given several orders for this service since the beginning of the school
year.

During the second fiscal quarter of 2002, Host opened five new
corporate dining facilities. The accounts consisted of four new contract
agreements for four locations and another contract agreement for a
location Host had previously managed. Host provides corporate dining
and other ancillary services for all of the five new corporate dining
facilities. The new accounts are described below.

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Merritt Crossing in Milford, CT opened on October 1, 2001. This is a
multi-tenant office complex for corporate offices. Host had previously
operated this facility for approximately two years. In the December
2000 Form 10-QSB, Host reported that after unsuccessful negotiations with
the client, it was necessary to close the account because it was not
meeting profitability expectations. Approximately one year later,
the client requested that Host return to operate the facility with a
management fee.

New England Business Services ("NEBS"), with facilities in
Peterborough, NH and Townsend, MA, opened on October 22, 2001. NEBS
provides upscale business forms, cards, shirts, etc. This is Host's
second attempt at doing business in Massachusetts. The New Hampshire
facility complements the other New Hampshire location Host manages.

On November 5, 2001, the Company opened a facility at 6 Armstrong Park
in Shelton, CT, which is a multi-tenant corporate office complex. The
client is Fusco Real Estate who sought out Host because of its reputation
for quality food and service.

The headquarters for the Ames Department Stores in Rocky Hill, CT
opened on December 17, 2001. This client is closing stores but not in the
Northeast Region where it is most profitable. Host negotiated a
subsidized contract with the client, which includes a management fee.

The new Connecticut-based accounts provide Host with operating
efficiencies because of their proximity to Host's core base facilities
in Connecticut.

Host's Lindley Food Service subsidiary was awarded contracts to
start providing snacks and lunches for the Naugatuck Head Start Program,
Stratford YMCA Head Start Program and New Haven YMCA Head Start Program.
These contracts were signed and the programs began in January 2002.

On February 1, 2002, Lindley Food Service entered into a contract
to provide more than 350,000 meals per year for the Congregate and
Homebound Meal Program for LifeStream Services in Yorktown, IN. The
contract is scheduled to commence on July 1, 2002.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 28, 2001 ("2001 PERIOD") VS. THREE MONTHS
ENDED DECEMBER 29, 2000 ("2000 PERIOD")

Net revenues for the three months ended December 28, 2001 were
$6,235,768 as compared to $5,523,804 for the three months ended
December 29, 2000. Accordingly, revenues increased $711,964 or
approximately 13%. The increase in revenues was primarily a result
of the acquisition of Contra-Pak, which generated sales of $370,868
and the continued growth of Host and Lindley, which had revenue
increases of $165,500 and $175,596, respectively. Host expects
to increase its revenues for the balance of fiscal 2002 and beyond
through the addition of more corporate dining accounts, the Contra-Pak
acquisition, and aggressive marketing of its elderly feeding programs.

Gross profit rose $362,444, a 34% increase, for the three months
ended December 28, 2001 when compared to the three months ended
December 29, 2000. Gross profit as a percentage of sales increased
from 20% for the three months ended December 29, 2000 to 23% for the
three months
-44-

ended December 28, 2001 primarily due to the Lindley and Contra-Pak
operations. Host also continues to increase its margins through
improved operating efficiencies and revenues at the unit level.

Host generated net income of $17,627 after provision for
income taxes of $9,000 for the three months ended December 28, 2001 as
compared to net income of $62,811 for the three months ended December 29,
2000. There was no provision for income taxes in the 2000 period. The
decline in profitability is partly attributable to the labor and other
start-up costs associated with the new unit openings and the absorption of
the Contra-Pak operation. Although Host expects its growth rate to
continue, the impact of the start-up costs on income from operations will
diminish as the customer base grows. Further, profitability of existing
units is expected to increase as operating costs stabilize, and as
management continues to move sales and product mix to achieve optimum
market penetration.

Interest expense decreased by $9,818 for the three months ended
December 28, 2001 when compared to the 2000 period. Additional borrowings
on the demand notes were offset by the amortization of the term note and
lower rates.

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 28, 2001 ("2001 PERIOD") VS. SIX MONTHS ENDED
DECEMBER 29, 2000 ("2000 PERIOD")

Net revenues for the six months ended December 28, 2001 were
$12,278,580 as compared to $10,384,037 for the six months ended
December 29, 2000. Accordingly, revenues increased $1,894,543 or
approximately 18%. Most of the increase was attributable to Lindley,
which generated revenues of $4,652,776 for the six months as compared to
$3,374,790 for the five months ended December 29, 2000 or an increase of
$1,277,986. The balance of the increase in revenues was generated by
Contra-Pak's sales of $443,260 and Host's revenue improvement of $173,297.

Gross profit rose $604,560, a 28% increase, for the six months ended
December 28, 2001 when compared to the six months ended December 29, 2000.
Gross profit as a percentage of sales increased from 21% for the six months
ended December 29, 2000 to 23% for the six months ended December 28, 2001
primarily due to the Lindley and Contra-Pak acquisitions but also resulting
from changes in product mix and operating efficiencies at the unit level.

Host realized net income of $6,299 after provision for income
taxes of $16,000 for the six months ended December 28, 2001 as compared to
net income of $66,136 for the six months ended December 29, 2000. There
was no provision for income taxes in the 2000 period.

Interest expense increased $38,265 for the six months ended December
28, 2001 when compared to the 2000 period. The increase was primarily due
to the term note being outstanding for six months in 2001 as compared to
five months in the 2000 period. Host also increased borrowings on
its demand note which was partially offset by reduced interest rates.

-45-

LIQUIDITY AND CAPITAL RESOURCES

Host has principally financed its operations through its public
offering, operating revenues and loans. Host's liquidity as
evidenced by its current ratio has increased. The current ratio at
December 28, 2001 and June 29, 2001 was .94:1 and .72:1, respectively.
This increase is due mainly to the classification of the term note payable
in accordance with the terms of the commitment letter dated February 15,
2002 as discussed below.

Net cash flows for the six-month period ended December 28, 2001
resulted in a decrease in cash and cash equivalents of $164,370. Operating
activities resulted in a cash inflow of $63,972. The acquisition of
Contra-Pak accounted for $159,635 of the $254,944 use of cash for investing
activities. Host also had property and equipment purchases of
$96,309 during the 2001 period. Host's financing activities resulted
in a cash inflow of $26,602 due primarily to proceeds from financing
sources, net of repayments for long-term debt. Cash flows from operations
are believed to be sufficient to meet operating and other requirements for
the remainder of this fiscal year. Future operating revenues will finance
long-term liquidity.

In connection with the July 31, 2000 acquisition of Lindley, Host
obtained a $2,500,000 term note and a demand note payable (revolving
line of credit) of up to $1,200,000. The term note requires monthly
principal installments ranging from $30,000 to $47,500 plus interest at
LIBOR plus 2.5% (7.63% at December 28, 2001) and matures on August 1, 2005.
Host is current in its payments on this obligation. Total principal
outstanding under the term note at December 28, 2001 was $1,997,000.

The demand note payable provides for borrowings, based on a collateral
formula, up to a maximum of $1,200,000, which note must be reduced each
fiscal year to $330,000 for a thirty-day period. Webster Bank waived non-
compliance with this provision and others by Host for the fiscal
year ending June 2001. Interest is payable monthly on amounts outstanding
at a variable rate, which at all times is equal to the bank's prime rate
(4.75% at December 28, 2001). Host is current in its payments on
this note. Total borrowings outstanding at December 28, 2001 totaled
$1,042,889.

* Total indebtedness to net worth of 1.50:1.00

* Funded debt to EBITDA of 2.5:1.00

* Ratio of EBIDA to current maturities and interest expense
of 1.4:1.00

* Current Ratio of 1.35:1.00.

* Reduction of Line of Credit to an amount no greater than
$330,000 for thirty consecutive days.

-46-

Although Host did not obtain a waiver from the bank to exercise its
remedies in default, the Company did obtain a commitment letter dated
February 15, 2002, that modified the amount of the revolving line of
credit from $1,200,000 to $1,600,000, changed the borrowing base
definition from 70% to 75% of eligible accounts receivable, extended the
expiration date to November 30,2002, and changed the variable interest
rate to the banks prime rate plus 1.5% per annum. The bank also agreed
to modify the term note agreement principally as follows:

1. Reduce the term note by $400,000 and apply the balance to the
revolving line of credit.
2. Require monthly principal payments of $25,416 with the
remaining balance due at maturity, November 30, 2003.
3. Require personal guarantees of two officers/stockholders.
4. Require a success fee of $150,000 due upon maturity.
5. Require within ninety (90) days of the closing, Host America
shall establish with the bank a blocked depository account in
the amount of not less than $150,000.
6. Require quarterly covenant measurements as follows:
a. Current ratio equal to or greater than 1:1
b. Debt to net worth shall be equal to or less than
1.50:1
c. Funded debt to EBITDA shall be measured commencing
with the fiscal quarter ended March 29, 2002 and
shall at all times be less than or equal to
4.00:1.00. Quarterly thereafter, the covenant
shall reduce by 50 basis points to 2.50:1.00 by
December 31, 2002. The covenant shall remain at
2.50:1.00 quarterly thereafter.
d. Debt service coverage ratio shall be equal to or
greater than 1:1 for the quarter ending March 29,
2002 increasing each quarter to 1.20:1 on a
cumulative rolling four (4) quarter basis ending
December 27, 2002 and thereafter.

The revised bank agreements, as set forth in the commitment letter
dated February 15, 2002, are scheduled to be finalized by the end of the
Company's third fiscal quarter (March 29, 2002) as there are no
contingencies in the agreement that would preclude a closing by this date.
Also, although the Company is not in compliance with the revised covenant
requirements at December 28, 2001, the Company fully anticipates that it
will be in compliance by the next measurement period (March 29, 2002), and
all the quarterly measurement points thereafter. Accordingly, the
increased amount outstanding on the revolving line of credit and the
scheduled term note debt repayments have been classified in the
accompanying consolidated condensed financial statements in accordance
with this commitment letter.

On July 11, 2001, Host received a $150,000 term loan from Select
pursuant to a promissory note of that date. The promissory note bears
interest at the rate of 9.25% per annum and the principal and accrued
interest is payable in full by Host on December 28, 2001, which has been
extended to June 28, 2002. The loan to Host was made independent from the
proposed merger, although it was made to assist Host with working capital
and other expenses anticipated to be incurred in connection with the merger.
Repayment of the note is not affected by the merger transaction closing or
failing to close and the note continues to be an obligation of Host. There
are no additional loans contemplated between the parties.

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
-47-

hedge against the changes in the amount of future cash flows associated
with payments on variable rate debt. As of December 28, 2001, Host was
paying a fixed rate of 7.27% and receiving 2.14% on a notional amount of
$1,997,000. The differential paid on the interest rate swap agreement
is recognized currently as an adjustment to interest expense and totaled
$38,144 and $44,848 for the three and six months ended December 28, 2001,
respectively. The interest rate swap, totaling $126,129 at December 28,
2001, is reflected at fair value in Host's consolidated condensed 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 does not anticipate making any substantial capital expenditures
during the balance of the fiscal year that are not typically reimbursed
by its customers. Initial capital expenditures primarily incurred when
a new food service agreement is in its initial start up phase will be
financed by cash flows from operations. In October 2001, Lindley Food
Service Corporation purchased a rotary filling and sealing cupping machine
for $38,436 to service newly acquired contracts in New Haven, Connecticut.
This equipment has been financed by a one-year capital lease, which will
be paid for out of operating cash flows until September 2002.

On October 31, 2001, Host terminated its contract with the Town
of Hamden to provide food service operations at the Laurel View Country
Club. It is not anticipated that the loss of this customer will have a
material effect on its revenues.

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 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

-48-

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. 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 $244,000 per year.

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 Lindley acquisition. Other income was $52,670 for the year ended
June 29, 2001 as compared to $129,481 for the year ended June 30, 2000, a
decrease of $76,811. This decrease is directly attributed to a reduction
in net investment income of $85,227, which was partially offset by a net
increase of $8,416 in other income. The decline in net investment income
was due to the use of cash to fund the Lindley acquisition.

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 .72 and 2.21,
respectively. This decline is due to the classification of the term note
payable as a current liability based on Host's inability to meet the
covenant requirements of the term and demand notes as discussed below.

Cash flows provided by operations for the year ended June 29, 2001
were $673,752. 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 $2,551,791 was due to the increased debt to
finance the acquisition.

The term note and demand note payable are collateralized by
substantially all of the assets of Host. In addition, they 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. As discussed in Note 6 to the notes to the
consolidated financial statements, Host was not in compliance with certain
of these covenants. The bank has waived the right to exercise its
remedies in default for these specific instances of noncompliance, but
reserved the right to demand repayment upon future violations of debt
covenants in any quarter. Specifically, Host was not in compliance with
the following covenants: (1) total

-49-

indebtedness to net worth of 1.50:1.00; (2) funded debt to EBITDA of
2.5:1.00; (3) current ratio of 1.35:1.00; and (4) reduction of line of
credit to an amount no greater than $330,000 for thirty consecutive days.

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.

Since it is probable that Host will fail to meet the covenant
requirements in future quarters, the term note payable has been classified
as a current liability as of June 29, 2001.

In a commitment letter dated February 15, 2002, the bank agreed to
modify the amount of the revolving line of credit from $1,200,000 to
$1,600,000, change the borrowing base definition from 70% to 75% of
eligible accounts receivable,extend the expiration date to
November 30, 2002, and change the variable interest rate to the banks
prime rate plus 1.5% per annum. The bank also agreed to modify the term
loan agreement principally as follows:

1. Reduce the term loan by $400,000 and apply the balance to the
revolving line of credit.
2. Require monthly principal payments of $25,416 with the remaining
balance due at maturity, November 30, 2003.
3. Require personal guarantees of two officers/stockholders.
4. Require a success fee of $150,000 due upon maturity.
5. Require within ninety (90) days of the closing, Host America shall
establish with Webster Bank a blocked depository account in the
amount of not less than $150,000.
6. Require quarterly covenant measurements as follows:
a. Current ratio equal to or greater than 1:1
b. Debt to net worth shall be equal to or less than 1.50:1
c. Funded debt to EBITDA shall be measured commencing with the
fiscal quarter ended March 29, 2002 and shall at all times be
less than or equal to 4.00:1.00. Quarterly thereafter, the
covenant shall reduce by 50 basis points to 2.50:1.00 by
December 31, 2002. The covenant shall remain at 2.50:1.00
quarterly thereafter.
d. Debt service coverage ratio shall be equal to or greater than
1.0:1 for the quarter ending March 29, 2002 increasing each
quarter to 1.20:1 on a cumulative rolling four (4) quarter
basis ending December 27, 2002 and thereafter.

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

-50-

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.

RESULTS OF OPERATIONS

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.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operating activities for the year ended June 30,
2000 amounted to $440,713 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 $266,648 primarily resulting from
the changes in Host's cash overdraft position.

-51-

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, 2001 (UNAUDITED) COMPARED TO THE YEAR
ENDED DECEMBER 31, 2000 (AUDITED)

Net revenues for the year ended December 31, 2001 were $1,897,639
as compared to the total of $1,748,393 for the year ended December 31,
2000. Accordingly, revenues increased $149,246 or approximately 9%.
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 $1,678,651 for the year ended December 31,
2001 as compared to the total of $1,736,964 for the year ended
December 31, 2000. This was a decrease of $58,313. The year ended
December 31, 2000 included a one-time, non-cash charge of $170,311 for
stock issued as compensation to former Data Information Services employees.
Excluding this one-time charge, operating expenses increased by $111,998
for the year ended December 31, 2001, a 7% increase over 2000, which is
consistent with the percentage increase in Select's revenue. Select
generated a net profit of $143,022 after provision for income taxes of
$87,000 for the year ended December 31, 2001 as compared to a net loss of
$40,572, after provision for income taxes of $54,000 for the year ended
December 31, 2000. The significant increase in net income was primarily
due to the fact that Select incurred a one-time compensation charge of
$170,311 during the 2000 period. The remaining increase is due to the
significant improvement in sales and net operating margins. 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 $671,458 as of December 31, 2001 as
compared to $522,820 at December 31, 2000. This increase of $148,638 was
primarily due to the net profit provided by operations for the 2001 period.

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.

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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.
Operating expenses consisted primarily of charges for services performed by
Select's data supplier which totaled $1,183,605 and $1,045,751 for the
years ended December 31, 2000 and 1999, respectively. This 13% growth is
consistent with Select's growth in revenues for the period. Salaries and
benefits for the year ended December 31, 2000 were $397,743 as compared to
$162,611 for the year ended December 31, 1999. This increase of $231,032
included a one-time non-cash charge of $170,311 for stock issued as
compensation to former Data Information Services employees and the hiring
of Select's new President in July of 2000. Other operating expenses
totaling $155,616 and $179,829 for the years ended December 31, 2000 and
1999, respectively consisted of consulting services, depreciation and
amortization, office expenses and other which did not have any significant
variances for the periods. 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.

-53-

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 the beginning of the period 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.

-54-

HOST AMERICA CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET

ASSETS

Historical Financial Statements
-------------------------------------
Host America
Corporation
and Subsidiary Selectforce, Inc. Pro Forma Pro Forma
December 28, 2001 December 31, 2001 Adjustments Combined
------------------ ------------------ ----------- --------

CURRENT ASSETS
Cash and cash equivalents $ 195,707 $ 461,940 $ - $ 657,647
Accounts receivable, net 3,099,863 138,685 - 3,238,548
Inventory 590,196 - - 590,196
Prepaid expenses and other 251,961 250,989 (274,000) 228,950
------------ ------------ ------------ ------------
Total current assets 4,137,727 851,614 (274,000) 4,715,341

PROPERTY AND EQUIPMENT, net 997,820 22,201 - 1,020,021

OTHER ASSETS
Other assets, net 54,042 126 - 54,168
Investment in Selectforce - - - -
Customer list, net 620,481 - 151,643 772,124
Goodwill, net 3,727,139 - 1,133,215 4,860,354
------------ ------------ ------------ ------------
Total other assets 4,401,662 126 1,284,858 5,686,646
------------ ------------ ------------ ------------

$ 9,537,209 $ 873,941 $ 1,010,858 $ 11,422,008
============ ============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Demand note payable $ 1,592,889 $ - $ (150,000) $ 1,442,889
Current portion of long-term debt 446,666 - - 446,666
Interest rate swap 25,226 - - 25,226
Accounts payable 1,916,352 - - 1,916,352
Accrued expenses 437,971 180,456 76,000 694,127
------------ ------------ ------------ ------------
Total current liabilities 4,419,104 180,156 (74,000) 4,525,260

LONG-TERM DEBT, less current
portion included above 1,369,934 - - 1,369,934

INTEREST RATE SWAP 100,903 - - 100,903

STOCKHOLDERS' EQUITY
Preferred stock 700 - - 700
Common stock 1,473 7,487 (6,787) 2,173
Additional paid-in capital 8,920,461 696,907 1,122,393 10,739,761
Deficit (5,149,237) (10,609) (30,748) (5,190,594)
Accumulated other comprehensive
Loss (126,129) - - (126,129)
------------ ------------ ------------ ------------
Total stockholders' equity 3,647,268 693,785 1,084,858 5,425,911
------------ ------------ ------------ ------------
$ 9,537,209 $ 873,941 $ 1,010,858 $ 11,422,008
============ ============ ============ ============

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

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HOST AMERICA CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED

NET REVENUES $ 12,278,580 $ 856,851 $ - $13,135,431
COST OF GOODS SOLD 9,482,716 - - 9,482,716
------------ ------------ ------------ ------------
Gross profit 2,795,864 856,851 - 3,652,715
OPERATING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,630,588 846,796 13,786 3,491,170
------------ ------------ ------------ ------------
Income from operations 165,276 10,055 (13,786) 161,545
OTHER INCOME (EXPENSE) (142,977) 4,865 - (138,112)
------------ ------------ ------------ ------------
Income (loss) before
provision for income
taxes 22,299 14,920 (13,786) 23,433)
PROVISION FOR INCOME TAXES 16,000 5,000 - 21,000
------------ ------------ ------------ ------------
Net income (loss) $ 6,299 $ 9,920 $ (13,786) $ 2,433
============ ============ ============ ============

Income per common share - basic $ NIL $ NIL
------------ ------------
Weighted average shares
outstanding - basic 1,450,842 2,150,842
============ ============

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HOST AMERICA CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED

Historical Financial Statements
-----------------------------------
Host America
Corporation
and Subsidiary Selectforce, Inc. Pro Forma Pro Forma
June 29, 2001 June 30, 2001 Adjustments Combined
------------- ------------- ----------- --------

NET REVENUES $ 21,636,168 $ 2,017,701 $ - $23,653,869
COST OF GOODS SOLD 16,841,625 - - 16,841,625
------------ ------------ ------------ ------------
Gross profit 4,794,543 2,017,701 - 6,812,244
OPERATING, GENERAL AND
ADMINISTRATIVE EXPENSES 4,561,639 1,904,146 27,571 6,493,356
------------ ------------ ------------ ------------
Income from operations 232,904 113,555 (27,571) 318,888
OTHER INCOME (EXPENSE) (230,791) 8,168 - (222,623)
------------ ------------ ------------ ------------
Income before provision for
income taxes 2,113 121,723 (27,571) 96,265
PROVISION FOR INCOME TAXES 44,500 109,000 - 153,500
------------ ------------ ------------ ------------
Net income (loss) $ (42,387) $ 12,723 $ (27,571) $ (57,235)
============ ============ ============ ============

loss per common share - basic $ (0.03) $ (0.03)
------------ ------------
Weighted average shares
outstanding - basic 1,324,524 2,024,524
============ ============

Loss per common share - diluted N/A N/A
------------ ------------

Weighted average shares
outstanding - Diluted 1,400,155 2,100,155
============ ============

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

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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 primary reasons for the Host America's acquisition of Select
are as follows:

* Select has been profitable and has grown its revenues from operations
by approximately 12% a year. Management believes the added cash flow
will improve our liquidity and reduce our need for immediate
additional capital. In addition, the merger will strengthen our
balance sheet by combining their pre-merger assets of approximately
$846,000.

* Select has experienced management, including Ms. Tammi Didlot, its
current President. Upon completion of the merger, Ms. Didlot will
enter into a long-term employment agreement with Host. Ms. Didlot
will initially supervise the Select marketing effort to our existing
clients highlighting the benefits of employee screening and
evaluation. She also will assist Host in obtaining new customer
accounts with the employee-screening component while continuing
Select's services on a stand-alone basis, in New England and Oklahoma.

* Host's operations are capital and labor-intensive requiring large cash
investments for equipment and supplies for each new customer account.
On the other hand, Select can effectively expand their existing
services to our customers with the addition of only a few trained
employees.

* Employee screening offers Host's present and future customers a
significant value-added service. Management believes employees are
conscious of the need to insure the quality of their employees and
provide safety in the workplace.

* Current market conditions in the capital markets have made it very
difficult for companies of our size to raise funds needed to expand
existing services. Host's acquisition of Select will allow it to add a
compatible service without a large capital infusion or adding a
significant number of new employees.

* The belief that the terms of the merger are fair and reasonable after
extensive negotiations between the respective managements.

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

In the pro forma combined balance sheet as of December 28, 2001,
goodwill was valued at $1,133,215. This amount represents the excess
of the purchase price (700,000 shares at $2.60, the price per share on the
date of the merger agreement, plus professional fees of $200,000) over
the net assets acquired of approximately $887,000 (see purchase price
allocation table).

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

-58-

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 statement of
operations for the year ended June 29, 2001 for Host (latest audited
financial statements) and for the year ended June 30, 2001 for Select. Also
included is a pro forma combined balance sheet and statements of operations
as of and for the six months ended December 28, 2001 for Host and as of
and for the six months ended December 31, 2001 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.

As indicated above, the pro forma combined financial statements
include a statement of operations for the year ended June 29, 2001 for Host
(latest audited financial statements) and for the year ended June 30, 2001
for Select. The Select statement of operations for the year ended June 30,
2001 was recasted by adding Select's unaudited statement of operations for
the six months ended June 30, 2001 to its audited statement of operations
for the year ended December 31, 2000 and deducting its unaudited statement
of operations for the six months ended June 30, 2000. The following table
indicates how the Select statement of operations for the year ended June
30, 2001 was recasted.

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For the Six Months Ended
------------------------
For The Year Ended Add Deduct For The Year Ended
December 31, 2000 June 30, 2001 June 30, 2000 June 30, 2001
(Audited) (Unaudited) (Unaudited) (Unaudited)

NET REVENUES $ 1,748,393 $ 1,040,788 $ 771,480 $ 2,017,701

OPERATING EXPENSES 1,736,964 831,855 664,673 1,904,146
------------ ------------ ------------ ------------

Income from operations 11,429 208,933 106,807 113,555

OTHER INCOME 1,999 6,169 -- 8,168
------------ ------------ ------------ ------------

Income before provision
for income taxes 13,428 215,102 106,807 121,723

PROVISION FOR INCOME
TAXES 54,000 82,000 27,000 109,000
------------ ------------ ------------ ------------

Net income (loss) $ (40,572) $ 133,102 $ 79,807 $ 12,723
============ ============ ============ ============

In the pro forma combined balance sheet as of December 28, 2001, the
acquisition has been presented to allocate the purchase price to the assets
purchased and the liabilities assumed based upon their estimated fair
values at the date of acquisition (assumed July 1, 2000) as follows:

Accounts receivable $ 138,685
Cash and other 735,256
Customer list 193,000
Goodwill 1,133,215
-----------
2,200,156

Current liabilities assumed 180,156

Total purchase price $ 2,020,000
===========

The purchase price represents the issuance of 700,000 shares of common
stock at $2.60 per share (which approximates the market value of Host's
common stock on the date of the merger agreement (October 26, 2001), plus
acquisition costs.

The pro forma combined balance sheet as of December 28, 2001 includes
a credit to prepaid expenses and other current assets of $124,000 and accrued
expenses of $76,000. These credits are for estimated professional fees to
be incurred in the Select acquisition. In accordance with the rules of
consolidation, the pro forma combined balance as of December 28, 2001
includes an adjustment to eliminate the $150,000 note receivable from Host
America that is included in SelectForce's historical balance sheet and the
$150,000 note payable to SelectForce that is included in Host America's
historical balance sheet.

Statement 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

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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 15, 2001 unless
Host 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.

Host has elected to adopt SFAS No. 142 effective June 29, 2001, which,
based on the current levels of goodwill, will result in an amortization
expense savings of approximately $244,000. In connection with the
provisions of SFAS No. 141, treating goodwill as infinite and explicit
criteria presented to assist in the recognition of intangible assets, the
purchase price allocation for Lindley has been adjusted to assign $687,000
to its customer list. The remaining value of $3,664,000 has been assigned
to goodwill. Accordingly, the pro forma combined statement of operations
for the six months ended December 28, 2001 include $22,600 of
amortization in the Host America historical financials. This is based upon
an estimated average life of fifteen years for a Lindley customer.

Since the Select acquisition will occur after June 30, 2001,
amortization of goodwill will not be recorded. However, the purchase
price allocation has separated $193,000 from goodwill and assigned the
value to SelectForce, Inc.'s customer list. The average business
customer life was determined to be seven (7) years. The remaining value
of $1,133,215 was assigned to goodwill as indicated in the pro forma
combined balance sheet adjustments at December 28, 2001. Accordingly,
amortization expense of $27,751 and $13,786 was charged to the pro forma
combined statements of operations for the year ended June 29, 2001 and the
six months ended December 28, 2001, respectively.

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.

Historical net loss and pro forma combined net income per common share
were computed based upon 1,324,524 and 2,024,524 weighted average shares
outstanding respectively, for the year ended June 29, 2001. The 2,024,524
pro forma combined weighted average shares outstanding are the sum of the
700,000 shares issued for the Select acquisition, based upon the assumption
that the transaction had occurred on July 1, 2000, and, the 1,324,524
historical weighted average shares outstanding for the year ended June 29,
2001.

Diluted earnings per share was not presented for the historical year
ended June 29, 2001, as the potentially dilutive warrants, convertible
preferred stock and stock purchase options were anti-dilutive. The June
29, 2001 pro forma weighted average shares outstanding used in the pro
forma combined diluted earnings per share calculation is as follows:

Pro forma weighted shares outstanding (basic) 2,024,524
Assumed conversion of stock options 75,631
---------
Pro forma weighted average shares outstanding 2,100,155
=========

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Historical net income and pro forma combined net loss per common share
were computed based upon 1,450,842 and 2,150,842 weighted average shares
outstanding respectively, for the six months ended December 28, 2001.
The 2,150,842 pro forma combined weighted average shares outstanding are
the sum of the 700,000 shares issued for the Select acquisition, based upon
the assumption that the transaction had occurred on July 1, 2000, and the
1,450,842 historical weighted average shares outstanding for the six
months ended December 28, 2001.

-62-

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

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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.

During August 2001, we commenced operations with Stamford, CT based
Harbor Park Associates, a real estate developer of multi-tenant office
complexes. We provide corporate dining, special event catering, vending
and office coffee services. In October and November 2001, we signed
contract agreements and began operations with New England Business Services
at their facilities in Townsend, Massachusetts and Peterborough, New
Hampshire, Merritt Crossing in Milford, CT and Armstrong Park Associates in
New Haven, CT.

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In September 2001, Host's Lindley subsidiary began providing meals for
St. Mark's and St. James Catholic schools. Lindley recently signed a
contract with the New Haven school system to provide fruit cups for the
students. Lindley intends to market this service to other cities as well
and it recently installed a new cupping machine, which will streamline the
process. Lindley was previously awarded the Boston Public Schools
emergency replacement program for breakfast and sandwich items and has been
given several orders for this service since the beginning of the school
year.

INDUSTRY AND MARKET OVERVIEW

Technomic, a food consultant and research company, estimates that 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.
Technomic also estimates that the senior feeding market is a multi-billion
dollar industry, and Host's subsidiary, Lindley, primarily serves this
market niche. The food service 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. Although
Host has a relatively small share of the food service provider market, we
compete favorably with other regional food service providers and those
national companies that have operations in the northeastern United States.
We believe we are able to remain competitive because of the quality,
selection and value of the food and services that we provide.

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.

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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 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

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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.

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.

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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.

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:

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* 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.

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,

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Connecticut. Our services at Lucent's offices in Somerset, New Jersey,
were scheduled to commence in June, but Lucent has postponed corporate
dining services indefinitely. We do not anticipate commencing our
operations at Lucent during the fiscal year 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.

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.

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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.

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.

According to AAIM Management Association, a non-profit employer
association, 33% of all applicants embellish their resumes or falsify
information on an application. Furthermore, the Employers Resources
Association estimates that the cost of replacing employees ranges from
$6,000 to $11,000 per employee. Select believes that these statistics
demonstrate the need for the pre-employment 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

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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 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

Select believes that the need for its pre-employment screening
services will grow as the United States workforce grows. The Bureau of
Labor Statistics estimates that the United States civilian labor force will
increase by 17 million over the 2000 - 2010 period, reaching 158 million in
2010. FORTUNE MAGAZINE wrote in February 2000, that on average in U.S.
businesses, at least half of all new hires don't work out. Based on
statistics such as these, Select believes there will be a continuing need
for its pre-employment screening services.

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. Such clients are representative of
Select's client base, although many of Select's clients do not have such
widespread name recognition.

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

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background checks for all personnel, Select expects this to significantly
enhance current operations.

EMPLOYEES

As of September 30, 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 February 1, 2002, 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
served as an Officer and Director of Lindley from July 1995 to July 2000
and continues to be an officer of Lindley, as a subsidiary of Host, where
he is responsible for 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 is a co-founder of Lindley Food Services, Inc., and since
July 2000 has served as the Executive Vice President in charge of Host's
Lindley operations. From July 1995 to July 2000, Mr. Cerreta served as an
Officer and Director of Lindley. Mr. Cerreta is currently responsible for
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.

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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, 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 for the past five years, he has been 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

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duties in addition to their regular duties as board members. During the
fiscal year ended June 29, 2001, the executive committee held one (1)
meeting.

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 as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers' listing standards. The audit committee met four times
during the last fiscal year ending June 29, 2001.

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

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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 for administering our employee
benefit plans. The current members are Messrs. Geoffrey W. Ramsey, Thomas
P. Eagan and John D'Antona. During the fiscal year ended June 29, 2001,
the compensation committee held one (1) meeting.

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. The nominating
committee will not consider nominees for our board of directors
recommended by shareholders.

Members of the nominating committee are Messrs. David J. Murphy and
Geoffrey W. Ramsey. The nominating committee held one (1) meeting during
the fiscal year ended June 29, 2001.

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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 (2) ($)(1) ($) ($)(3) ($) (#) ($) ($)(4)
- -----------------------------------------------------------------------------------------------------------

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(5) 1999 -- -- -- -- -- -- --

Mark Cerreta 2001 $135,000 $ -0- $6,500 0 12,000 0 $12,500
Executive Vice 2000 -- -- -- -- -- -- --
President of 1999 -- -- -- -- -- -- --
Lindley(5)
==========================================================================================================

(1) Messrs. Ramsey's and Murphy's salaries were adjusted on July 30, 2001
to $147,000 and $141,750, respectively. This was in Host's fiscal
year 2002. Their prior annual salaries were $140,000 and $135,000,
respectively.
(2) Periods presented are for the fiscal years ended June 29, 2001, June
30, 2000 and June 25, 1999.
(3) Host gives Messrs Ramsey, Murphy, Rossomando and Cerreta a car
allowance valued at approximately $6,500 per year.
(4) Includes health, life and disability insurance for Messrs. Ramsey and
Murphy and health and disability insurance for Messrs. Rossomando and
Cerreta.
(5) 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.

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.

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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. Effective July 30,
2001, Messrs. Ramsey's and Murphy's salaries were increased to $147,000 and
$141,750, respectively. 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

* 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

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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 July 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 $2.69. 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.

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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.

NUMBER OF SECU-
RITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OF
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------

Geoffrey W. Ramsey . . . . . . . 20,000 22.9% $2.69 12/4/10

David J. Murphy. . . . . . . . . 20,000 22.9% $2.69 12/4/10

Anne L. Ramsey . . . . . . . . . 5,000 5.7% $2.69 12/4/10

Gilbert Rossomando . . . . . . . 12,000 13.7% $2.69 12/4/10

Mark Cerreta . . . . . . . . . . 12,000 13.7% $2.69 12/4/10
- ------------------------------------------------------------------------------------

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The following table sets forth certain information with respect to
stock options exercised by our executive officers during fiscal year 2001.
In addition, the table sets forth the number of shares covered by
unexercised stock options held by executive officers as of June 29, 2001
and the value of "in-the-money" stock options which represent the positive
spread between the exercise price of a stock option and the market price of
the shares subject to such option as of June 29, 2001.

NUMBER OF
UNEXERCISED
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
SHARES VALUE AT FY-END (#) AT FY-END ($)
ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
(a) (b) (c) (d) (e)
- ----------------------------------------------------------------------------------------

Geoffrey W. Ramsey . . . . . . . 0 0 80,000/0 $28,700/0

David J. Murphy. . . . . . . . . 0 0 80,000/0 $28,700/0

Anne L. Ramsey . . . . . . . . . 0 0 24,750/0 $ 9,050/0

Gilbert Rossomando . . . . . . . 0 0 12,000/0 $ 3,720/0

Mark Cerreta . . . . . . . . . . 0 0 12,000/0 $ 3,720/0
- ----------------------------------------------------------------------------------------

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 Articles of Incorporation include 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.

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As permitted by the CBCL, our Bylaws 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.

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.

On July 11, 2001, Host received a $150,000 loan from Select 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, which has been extended to June 28, 2002.
The loan to Host was made independent from the proposed merger, although it
was made to assist Host with working capital and other expenses that may be
incurred in connection with the merger. Repayment of the loan is not
affected by the merger transaction closing or failing to close and the note
continues to be an obligation of Host. There are no additional loans
contemplated between the parties.

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.

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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 March 14, 2002, 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) 42,900 1.94% 37,500 5.01% 77,161 2.69%

All executive officers
and directors as a
group(18) 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 80,000 options include the
following options to purchase common stock, all of which are
exercisable for a period of ten years from the date of issuance: (i)
5,000 options, exercisable at $5.00 per share, issued on August 10,
1997; (ii) 30,000 options, exercisable at $2.25 per share, issued on
July 28, 1999; (iii) 25,000 options, exercisable at $4.00 per share,
issued on May 17, 2000; and (iv) 20,000 options, exercisable at $2.69
per share, issued on December 4, 2000. 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 80,000 options include the
following options to purchase common stock, all of which are
exercisable for a period of ten years from the date of issuance: (i)
5,000 options, exercisable at $5.00 per share; issued on August 10,
1997; (ii) 30,000

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options, exercisable at $2.25 per share, issued on July 28, 1999;
(iii) 25,000 options, exercisable at $4.00 per share, issued on May
17, 2000; and (iv) 20,000 options, exercisable at $2.69 per share,
issued on December 4, 2000.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
24,750 options include the following options to purchase common stock,
all of which are exercisable for a period of ten years from the date
of issuance: (i) 1,000 options, exercisable at $5.00 per share, issued
on August 10, 1997; (ii) 10,000 options, exercisable at $2.25 per
share, issued on July 28, 1999; (iii) 8,750 options, exercisable at
$4.00 per share, issued on May 15, 2000; and (iv) 5,000 options,
exercisable at $2.69 per share, issued on December 4, 2000. 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 28,250 options include the
following options to purchase common stock, all of which are
exercisable for a period of ten years from the date of issuance: (i)
1,000 options, exercisable at $5.00 per share, issued on August 10,
1997; (ii) 10,000 options, exercisable at $2.25 per share, issued on
July 28, 1999; (iii) 8,750 options, exercisable at $4.00 per share,
issued on May 17, 2000; and (iv) 8,500 options, exercisable at $2.69
per share, issued on December 4, 2000. Mr. Eagan's business address
is 11 Woodhouse Ave., Northford, CT 06472.
(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 18,750
options include the following options to purchase common stock, all of
which are exercisable for a period of ten years from the date of
issuance: (i) 5,000 options, exercisable at $2.25 per share, issued on
July 28, 1999; (ii) 8,750 options, exercisable at $4.00 per share,
issued on May 17, 2000; and (iii) 5,000 options, exercisable at $2.69
per share, issued on December 4, 2000. 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 18,750 options include the
following options to purchase common stock, all of which are
exercisable for a period of ten years from the date of issuance: (i)
5,000 options, exercisable at $2.25 per share, issued on July 28,
1999; (ii) 8,750 options, exercisable at $4.00 per share, issued on
May 17, 2000; and (iii) 5,000 options, exercisable at $2.69 per share,
issued on December 4, 2000. 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 12,000 options were issued on December 4, 2000, are
exercisable for a period of ten years and have an exercise price of
$2.69 per share. 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
12,000 options were issued on December 4, 2000, are exercisable for a
period of ten years and have an exercise price of $2.69 per share.
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. and Mrs.
Lockhart's warrants were acquired on the open market at varying times
and for varying prices. The warrants are exercisable until July 28,
2003 at an exercise price of $5.50 per share. 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 warrants were acquired on the open market at varying times
and for varying prices. The warrants are exercisable until July 28,
2003 at an exercise price of $5.50 per share. 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
warrants were acquired on the open market at varying times and for
varying prices. The warrants are exercisable until July 28, 2003 at
an exercise price of $5.50 per share. Mr. Ritter's business address
is 255 CR 256, Eureka Springs, AR 72631.

-88-

(18) As described elsewhere in this proxy statement, the pre-merger
officers of Host are Messrs. Ramsey, Murphy, Rossomando, Cerreta and
Ms. Ramsey. The pre-merger directors of Host are Messrs. Ramsey,
Murphy, Rossomando, Eagan, Healy, D'Antona and Ms. Ramsey. The pre-
merger officers of Select are Ms. Didlot and Ms. York. The pre-merger
director of Select is Mr. Lockhart. Following the merger, the
officers of Host will be Messrs. Ramsey, Murphy, Rossomando, Cerreta,
Ms. Ramsey and Ms. Didlot. The directors of Host following the merger
will be Messrs. Ramsey, Murphy, Rossomando, Eagan, Healy, D'Antona,
Ms. Ramsey and Ms. Didlot.

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.

-89-

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 ARTICLES OF INCORPORATION AND BYLAWS WHICH ARE ATTACHED AS
APPENDICES A AND B TO THIS PROXY STATEMENT.

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 2,173,537 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 Articles of Incorporation provide 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

-90-

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.

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.

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 June 19, 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 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.

-91-

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 March 22, 2002
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 March 15, 2002. 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.

-92-

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
for the years ended June 29, 2001 and June 30, 2000 . . . . . . .F-3

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

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

Notes to Consolidated Financial Statements. . . . . . . . F-6 - F-20

Consolidated Condensed Balance Sheets - December 28, 2001
(Unaudited) and June 29, 2001 (Audited) . . . . . . . . . . . . F-21

Consolidated Condensed Statements of Income and Comprehensive
Income - for the three months ended December 28, 2001 (Unaudited)
and December 29, 2000 (Unaudited) . . . . . . . . . . . . . . . F-22

Consolidated Condensed Statements of Income and Comprehensive
Income - for the six months ended December 28, 2001 (Unaudited)
and December 29, 2000 (Unaudited) . . . . . . . . . . . . . . . F-23

Consolidated Condensed Statements of Cash Flows - for the six
months ended December 28, 2001 (Unaudited) and
December 29, 2000 (Unaudited) . . . . . . . . . . . . . . . . . F-24

Notes to Consolidated Condensed Financial Statements . .F-25 - F-32

SELECTFORCE INC.

Independent Auditors' Report. . . . . . . . . . . . . . . . . . F-33

Balance Sheets, December 31, 2001 (unaudited),
2000 (audited) and 1999 (unaudited). . . . . . . . . . . . . . F-34

Statements of Operations for the years ended December 31, 2001
(unaudited), 2000 (audited) and 1999 (unaudited). . . . . . . . F-35

Statement of Changes in Stockholders' Equity years ended
December 31, 2001 (unaudited), 2000 (audited)
and 1999 (unaudited). . . . . . . . . . . . . . . . . . . . . . F-36

Statements of Cash Flows for the years ended December 31,
2001 (unaudited), 2000 (audited) and 1999 (unaudited) . . . . . F-37

Notes to Financial Statements . . . . . . . . . . . . . .F-38 - F-42

-91-

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, except for the last paragraph of Note 5 and the last
paragraph of Note 6, which are as of February 15, 2002

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 $ 2,156,943
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 3,502,710

PROPERTY AND EQUIPMENT, net 960,580 670,263

OTHER ASSETS
Other 59,543 -
Goodwill, net 3,448,374 -
Customer list, net 645,017 -
------------ ------------
4,152,934 -
------------ ------------
$ 8,983,153 $ 4,172,973
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Demand note payable $ 892,889 $ -
Current portion of long-term debt 2,286,128 145,035
Interest rate swap 111,568 -
Accounts payable 1,597,941 1,127,068
Accrued expenses 479,306 313,452
------------ ------------
Total current liabilities 5,367,832 1,585,555

LONG-TERM DEBT, less current portion included above 110,224 152,162

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 $ 4,172,973
============ ============

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 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:
For employee
incentives - - 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:
For employee
incentives - - 1,295 1 5,509 - - 5,510
For employee
benefit plan - - 9,248 9 27,083 - - 27,092
In connection with
Lindley
Acquisition - - 198,122 198 999,802 - - 1,000,000
In connection with
private placement,
net of issuance costs - - 65,384 66 191,128 - - 191,194

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
Compensation expense pursuant to stock
issuance 32,602 20,400
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 673,752 (440,713)
------------ ------------

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 191,194 -
Deferred financing costs (25,000) -
Payments on demand note payable (100,000) -
Change in cash overdraft (436,536) 436,536
Principal payments on long-term debt (570,756) (169,888)
------------ ------------
Net cash provided by (used in) financing
activities 2,551,791 266,648
------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (1,796,866) (433,572)
CASH AND CASH EQUIVALENTS, beginning of year 2,156,943 2,590,515
------------ ------------
CASH AND CASH EQUIVALENTS, end of year $ 360,077 $ 2,156,943
============ ============

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 AND 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. The Company's operating cash
account was in our overdraft position at June 30 2000,
aggregating $436,536, which has been included in accounts
payable in the accompanying consolidated balance sheets.

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.

CUSTOMER LIST

The carrying value of the customer list is being amortized
over the expected life of fifteen years and amounted to
$41,983 for the year ending June 29, 2001.

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.

COST OF GOODS SOLD

The Company's cost of goods sold primarily consists of food costs
and supplies (net of discounts and rebates), labor charges, and
other direct expenses such as rent, insurance and equipment
depreciation.

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. Convertible preferred shares subject to future
dilution totaled 700,000 at June 29, 2001 and June 30, 2000 and
shares under stock purchase options totaled 309,500 and 212,000,
respectively.

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 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, would reduce
amortization expense and increase net income by approximately
$244,000 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 Company issued
198,122 shares of common stock and partially financed the
acquisition with 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 $3,664,000, and has been recorded as goodwill,
which is amortizable on a straight-line basis over fifteen years.
The amount of goodwill amortization was $215,404 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)

The purchase price was allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as
follows:

Accounts receivable $1,781,453
Other current assets 394,464
Property and equipment 320,928
Customer list 687,000
Goodwill 3,664,000
----------
6,847,845

Current liabilities assumed 934,978
----------

Total purchase price $5,912,867
==========

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")
multiplied by the product of 2.25 times Earnout EBITA. 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. The Sellers can select any
two-year period ending June 30, through June 30, 2007, to
calculate the Earnout EBITA. No amounts have been recognized for
this obligation at June 29, 2001 as the earnings base has not
been determined. Any consideration ultimately paid in connection
with this Earnout EBITA provision will be reflected as an
adjustment to the purchase price.

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.

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)

* 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.

* 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.

F-10

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

NOTE 3 - FINANCIAL INSTRUMENTS (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

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-11

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 revolving 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.

In a commitment letter dated February 15, 2002, the bank agreed
to modify the amount of the revolving line of credit from
$1,200,000 to $1,600,000, change the borrowing base definition
from 70% to 75% of eligible accounts receivable,extend the
expiration date to November 30, 2002, and change the variable
interest rate to the bank's prime rate plus 1.5% per annum.
Further, the commitment letter required that the term loan be
reduced by $400,000 which is to be added to the amount
outstanding on the revolving line of credit.

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 2,286,128 145,035
----------- -----------
$ 110,224 $ 152,162
=========== ===========

F-12

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 $ 2,286,128
2003 62,180
2004 48,044
-----------
$ 2,396,352
===========

The demand note payable and term note payable to a bank are
subject to certain financial covenants with cross default
provisions, 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 is required to
comply with the requirements on a quarterly basis. The Company
was not in compliance with the following covenants at June 29,
2001:

* Total indebtedness to net worth of 1.50:1.00

* Funded debt to EBITDA of 2.5:1.00

* Current Ratio of 1.35:1.00.

* Reduction of Line of Credit to an amount no greater than
$330,000 for thirty consecutive days.

In a letter dated September 19, 2001, the bank has waived the
right to exercise its remedies in default for these specific
instances of noncompliance, however the bank reserved the right
to demand repayment upon future violation of debt covenants in
any quarter.. No consideration was paid to the bank in
connection with obtaining this waiver. Since it is probable
that the Company will fail to meet the covenant requirements in
future quarters, the term note payable has been classified as
current in the accompanying consolidated balance sheet.

In a commitment letter dated February 15, 2002, the bank agreed
to modify the term note agreement principally as follows:

a. Current ratio equal to or greater than 1:1
b. Debt to net worth shall be equal to or less than
1.50:1
c. Funded debt to EBITDA shall be measured
commencing with the fiscal quarter ended March
29, 2002 and shall at all times be less than or
equal to 4.00:1.00. Quarterly thereafter, the
covenant shall reduce by 50 basis points to
2.50:1.00 by December 31, 2002. The covenant
shall remain at 2.50:1.00 quarterly thereafter.

F-13

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

NOTE 6 - LONG-TERM DEBT (Continued)
d. Debt service coverage ratio shall be equal to or
greater than 1.0:1 for the quarter ending March
29, 2002 increasing each quarter to 1.20:1 on a
cumulative rolling four (4) quarter basis ending
December 27, 2002 and thereafter.

The $150,000 success fee will be accrued as a debt financing cost
from the date of the new loan agreement through the maturity date
(November 30, 2003) and the $150,000 blocked depository account
will be carried as restricted cash (separate from cash and cash
equivalents).

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 $111,568 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.

In December 2000, the Company granted 97,500 options at an
exercise price determined by the Company's Board of Directors
to be $2.69 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. In all instances,
the exercise price of the options approximates the market price
of the stock on the grant date:

F-14

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

NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

June 29, 2001 June 30, 2000
--------------------------- ---------------------------
Weighted Weighted
Average Average
Exercise Exercise
Outstanding Price Price Outstanding Price Price
----------- ----- ----- ----------- ----- -----

Outstanding at beginning of year 212,000 $2.25-5.00 $ 3.08 12,000 $ 5.00 $ 5.00
Granted 97,500 2.69 2.69 200,000 2.25-4.00 2.96
Exercised - - - - - -
Canceled - - - - - -
------- ---------- ------- ------- ---------- -------
Outstanding at end of year 309,500 $2.25-5.00 $ 2.96 212,000 $2.25-5.00 $ 3.08
======= ========== ======= ======= ========== =======
Weighted average fair value of
Options issued during the year $2.20 $3.79
===== =====

Information relating to outstanding options at June 29, 2001 is
as follows:

Exercise Price Range
--------------------
$2.25 $4.00
to to
$2.40 $5.00

Number of options:
Outstanding 212,500 97,000
Exercisable 212,500 97,000

Weighted average exercise price:
Outstanding $2.28 $4.12
Exercisable $2.28 $4.12

Weighted average contractual life
remaining 8.8 years 7.5 years

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 (117,463) (1,118,201)
Loss per common share - as reported (.03) (.59)
Loss per common share - pro forma (.09) (.98))

The fair value of each option grant is estimated on the date of
grant using the Black-Scholes model with the following
assumptions:

2001 2000
---- ----

Expected dividend yield 0% 0%
Expected volatility 74% 99%
Risk-free interest rate 5.2% 5.0%
Expected life of options 120 months 120 months

F-15

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

NOTE 8 - STOCKHOLDERS' EQUITY (Continued)

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 three year period after the public offering (July,
2001). Since the Company did not attain any of the incentives,
each share of Series A preferred stock shall automatically
convert, at no additional cost to the holder into one (1) share
of common stock in July, 2004. 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 and other than
incentive conversion features contain no other rights, or
privileges beyond those of common shareholders.

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 (45,000) -
Valuation allowance (353,000) 486,000
------------ ------------
$ - $ -
============ ============

F-16

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

NOTE 9 - INCOME TAXES (Continued)

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

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.

F-17

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

NOTE 10 - COMMITMENTS (Continued)

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

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.

F-18

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

NOTE 10 - COMMITMENTS (Continued)

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.

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.

F-19

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

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 2,369,645 6,613,508 8,983,153 - 8,983,153

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.

NOTE 15 - OTHER INCOME (EXPENSE)

The significant components of other income (expense) are as
follows:

For the Years Ended
-------------------
June 29, 2001 June 30, 2000
------------- -------------

Interest income $ 11,174 $ 901
Dividend income 9,000 104,500
Gain on disposal of assets 20,994 -
Other income 11,502 24,080
------------ ------------
Total other income 52,670 129,481
Interest expense (283,461) (32,285)
------------ ------------
$ (230,791) $ 97,196
============ ============

F-20

HOST AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS

December 28, 2001 June 29, 2001
(Unaudited) (Audited)
------------------ ------------------

CURRENT ASSETS
Cash and cash equivalents $ 195,707 $ 360,077
Accounts receivable, net of allowance for
doubtful accounts of $15,000 as of December 28,
2001 and June 29, 2001, respectively 3,099,863 2,684,758
Inventory 590,196 567,242
Prepaid expenses and other 251,961 257,562
------------ ------------
Total current assets 4,137,727 3,869,639

PROPERTY AND EQUIPMENT, net 997,820 960,580

OTHER ASSETS
Other 54,042 59,543
Customer list, net 620,481 645,017
Goodwill, net 3,727,139 3,448,374
------------ ------------
4,401,662 4,152,934
------------ ------------
$ 9,537,209 $ 8,983,153
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Demand notes payable $ 1,592,889 $ 892,889
Current portion of long-term debt 446,666 2,286,128
Interest rate swap 25,226 111,568
Accounts payable 1,916,352 1,597,941
Accrued expenses 437,971 479,306
------------ ------------
Total current liabilities 4,419,104 5,367,832

LONG-TERM DEBT, less current portion included above 1,369,934 110,224

INTEREST RATE SWAP 100,903 -

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 1,473 1,413
Additional paid-in capital 8,920,461 8,770,088
Deficit (5,149,237) (5,155,536)
Accumulated other comprehensive loss (126,129) (111,568)
------------ ------------
Total stockholders' equity 3,647,268 3,505,097
------------ ------------
$ 9,537,209 $ 8,983,153
============ ============

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-21

HOST AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the three months ended
---------------------------------------
December 28, 2001 December 29, 2000
(Unaudited) (Unaudited)
----------------- -----------------

NET REVENUES $ 6,235,768 $ 5,523,804

COST OF GOODS SOLD 4,796,681 4,447,161
------------ ------------

Gross profit 1,439,087 1,076,643

GENERAL AND ADMINISTRATIVE EXPENSES 1,339,334 934,171
------------ ------------

Income from operations 99,753 142,472
------------ ------------

OTHER INCOME (EXPENSE)
Other income (expense) (93) 3,190
Interest expense (73,033) (82,851)
------------ ------------
(73,126) (79,661)
------------ ------------

Income before provision for income taxes 26,627 62,811

PROVISION FOR INCOME TAXES 9,000 -
------------ ------------

Net income 17,627 62,811

OTHER COMPREHENSIVE INCOME, before tax
Interest rate swap adjustments:
Unrealized loss on agreement (11,659) -
Reclassification adjustment for losses included
in net income 38,144 -
------------ ------------

Other comprehensive income, before tax 26,485 -

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

Other comprehensive income, net of tax 26,485 -
------------ ------------

Comprehensive income $ 44,112 $ 62,811
============ ============

Net income per common share - basic $ 0.01 $ 0.05
============ ============

Net income per common share - diluted $ N/A $ 0.05
============ ============

The accompanying notes are an integral part of these consolidated condensed financial statements

F-22

HOST AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME (LOSS)

For the six months ended
---------------------------------------
December 28, 2001 December 29, 2000
(Unaudited) (Unaudited)
----------------- -----------------

NET REVENUES $ 12,278,580 $ 10,384,037

COST OF GOODS SOLD 9,482,716 8,192,733
------------ ------------

Gross profit 2,795,864 2,191,304

GENERAL AND ADMINISTRATIVE EXPENSES 2,630,588 2,041,345
------------ ------------

Income from operations 165,276 149,959
------------ ------------

OTHER INCOME (EXPENSE)
Other income 5,179 26,068
Interest expense (148,156) (109,891)
------------ ------------
(142,977) (83,823)
------------ ------------

Income before provision for income taxes 22,299 66,136

PROVISION FOR INCOME TAXES 16,000 -
------------ ------------

Net income 6,299 66,136

OTHER COMPREHENSIVE LOSS, before tax
Interest rate swap adjustments:
Unrealized loss on agreement (59,409) -
Reclassification adjustment for losses
included in net loss 44,848 -
------------ ------------

Other comprehensive loss, before tax (14,561) -

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

Other comprehensive loss, net of tax (14,561) -
------------ ------------

Comprehensive income (loss) $ (8,262) $ 66,136
============ ============

Net income per common share - basic $ NIL $ 0.05
============ ============

Net income per common share - diluted $ NIL $ 0.05
============ ============

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-23

HOST AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended
---------------------------------------
December 28, 2001 December 29, 2000
(Unaudited) (Unaudited)
----------------- -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 6,299 $ 66,136
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 209,687 276,358
Loss on sale of equipment 1,840 -
Changes in operating assets and liabilities (153,854) (3,801)
------------ ------------
Net cash provided by operating activities 63,972 338,693
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment 1,000 -
Purchases of property and equipment (96,309) (31,842)
Cash paid for businesses acquired (159,635) (4,777,275)
------------ ------------
Net cash used in investing activities (254,944) (4,809,117)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from demand notes payable, net 300,000 737,889
Proceeds from issuance of common stock and warrants, net 10,433 12,210
Proceeds from long-term debt - 2,500,000
Deferred financing and stock issuance costs - (52,619)
Principal payments on long-term debt (283,831) (331,029)
------------ ------------

Net cash provided by financing activities 26,602 2,866,451
------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (164,370) (1,603,973)

CASH AND CASH EQUIVALENTS, beginning of period 360,077 1,720,407
------------ ------------

CASH AND CASH EQUIVALENTS, end of period $ 195,707 $ 116,434
============ ============

Cash paid for business acquired is comprised of:
Fair value of assets acquired $ 299,635 $ 6,712,253
Liabilities assumed - 934,978
------------ ------------
Purchase price 299,635 5,777,275

Common stock issued for acquired business (140,000) (1,000,000)
------------ ------------
Cash paid for business acquired $ 159,635 $ 4,777,275
============ ============

Non-cash Investing and Financing Activities:
Equipment acquired through assumption of
notes payable and capital leases $ 104,080 $ 25,620

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-24

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated condensed financial statements for the three
and six months ended December 28, 2001 and December 29, 2000
have been prepared by Host America Corporation and subsidiaries
(the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") for interim
financial reporting. These consolidated condensed financial
statements are unaudited and, in the opinion of management,
include all adjustments (consisting only of normal recurring
accruals) and disclosures necessary to present fairly the
balance sheets, statements of income (loss) and statements of
cash flows for the periods presented in accordance with U.S.
generally accepted accounting principles. Certain information
and footnote disclosures normally included in financial
statements prepared in accordance with U.S. generally accepted
accounting principles have been omitted in accordance with the
rules and regulations of the SEC. These consolidated condensed
financial statements should be read in conjunction with the
audited financial statements, and accompanying notes, included
in the Company's Annual Report on Form 10-KSB for the year
ended June 29, 2001.

PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements presented as of
December 28, 2001 and for the three and six months then ended,
include the accounts of Host America Corporation (Host) and its
wholly-owned subsidiaries Lindley Food Service Corporation
("Lindley") and Host Merger Corporation ("HMC") (combined "the
Company"). All significant intercompany transactions and
balances have been eliminated.

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.

EARNINGS PER SHARE

Earnings per share for the three and six months ended December
28, 2001 has been computed based on the weighted average shares
outstanding during the periods. Diluted earnings per share was
not presented for the three and six months ended December 28,
2001 as the potentially dilutive warrants, convertible
preferred stock and stock purchase options were anti-dilutive.
Convertible preferred shares subject to future dilution totaled
700,000 and shares under stock purchase options totaled 309,500
at December 28, 2001 and December 29, 2000, respectively. The
weighted average shares used in the calculations are as
follows:

Three months ended Six months ended
---------------------- ----------------------
2001 2000 2001 2000
---- ---- ---- ----

Weighted average shares
outstanding (basic) 1,472,468 1,337,617 1,450,842 1,302,994
Assumed conversion of
stock options - 55,839 - 55,839
--------- --------- --------- ---------
Weighted average shares
outstanding (dilutive) 1,472,468 1,393,456 1,450,842 1,358,833
========= ========= ========= =========

F-25

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE A - 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 dining (Host), and the
preparation of unitized meals (Lindley).

RECENT ACCOUNTING STANDARDS

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 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.

The Company has elected to adopt SFAS No.'s 141 and 142
effective June 29, 2001, which has reduced amortization expense
and increased net income by approximately $61,000 and $120,000
for the three and six months ended December 28, 2001,
respectively (See Note C and D).

NOTE B - ACQUISITIONS

On July 31, 2000, the Company purchased all of the issued and
outstanding shares of Lindley Food Service Corporation
(Lindley), plus acquisition costs and subsequent purchase price
adjustment, resulting in a total purchase price of
approximately $5,913,000. The Company issued 198,122 shares of
common stock and partially financed the acquisition with a
$2,500,000 five-year term loan (See Note E). Lindley is
engaged in providing full-service contract feeding programs
primarily to schools, senior citizens, day care centers,
charitable organizations and other government funded agencies.
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 $3,664,000 and has been
recognized as goodwill.

F-26

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE B - ACQUISITION (Continued)

On August 30, 2001, the Company acquired all of the assets of
Contra-Pak, Inc. ("Contra-Pak"), 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 $159,635 in
cash and 56,911 shares of Host's "restricted" common stock.
The Company has entered into a three-year employment agreement
with Contra-Pak's former President. The acquisition was
accounted for using the purchase method of accounting and,
accordingly, the purchase price has been allocated to the
assets purchased based upon their fair values at the date of
acquisition. The excess of the purchase price over the fair
value of the assets acquired was approximately $279,000 and has
been recognized as goodwill.

The purchase price was allocated to the assets acquired (no
liabilities were assumed) based upon their estimated fair
values as follows:

Property and equipment $ 20,870
Goodwill 278,765
-----------
Total assets purchased 299,635
Accrued liabilities assumed -
-----------
Total purchase price $ 299,635
===========

The following information reflects the pro forma results of
operations of the Company for the six months ended December 28,
2001 and December 29, 2000 assuming the Lindley and Contra-Pak
acquisitions had occurred at the beginning of the respective
periods:

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

Net revenue $12,385,166 $11,787,475
Income from continuing operations 184,563 203,590
Net income 25,586 138,320
Income per share .02 .10

NOTE C - GOODWILL

The changes in the carrying amount of goodwill for the six
months ended December 28, 2001, are as follows:

Balance as of June 29, 2001 $3,448,374
Goodwill acquired during the year 278,765
Impairment loss -
----------
Balance as of December 28, 2001 $3,727,139
==========

F-27

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE C - GOODWILL (Continued)

The Company's acquisitions were tested for impairment upon
adoption of SFAS No. 142, utilizing methodologies employed by
management in determining the purchase prices of these entities
at acquisition. Based on the results of those calculations,
management has determined that there has not been any
impairment of goodwill.

Proforma comparative results for the six months ended December
29, 2000 follows:

2001 2000
(Actual) (Pro Forma)
---------- -----------

Reported net income $ 6,299 $ 66,136
Add back: Goodwill amortization - 92,067
------------ ------------
Adjusted net income $ 6,299 $ 158,203
============ ============

Basic Earnings per share:

Reported net income $ NIL $ .05
Goodwill amortization - .07
------------ ------------
Adjusted net income $ NIL $ .12
============ ============

NOTE D - CUSTOMER LIST

A summary of the carrying amount of the customer list as of
December 28, 2001 is as follows:

December 28, 2001
-----------------
Customer list $ 687,000
Less: accumulated amortization 66,519
------------
$ 620,481
============

Amortization of the customer list for the six month period
ended December 28, 2001 totaled $24,536.

Future amortization expense for each of the fiscal years
succeeding December 28, 2001 are as follows:

2002 $ 45,800
2003 45,800
2004 45,800
2005 45,800
2006 45,800
2007 and thereafter 391,481
------------
$ 620,481
============

Since the customer list specifically relates to the Lindley
acquisition, the entire amount of goodwill has been allocated
to the Lindley segment.

F-28

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE E - DEMAND NOTE PAYABLE AND LONG TERM DEBT

In connection with the July 31, 2000 acquisition of Lindley,
the Company obtained a $2,500,000 term note and a demand note
payable (revolving line of credit) of up to $1,200,000. The
term note requires monthly principal installments ranging from
$30,000 to $47,500 plus interest at LIBOR plus 2.5% (7.63% at
December 28, 2001) and matures on August 1, 2005. Total
principal outstanding under the term note at December 28, 2001
was $1,997,000.

The demand note payable provides for borrowings, based on a
collateral formula, up to a maximum of $1,200,000, which note
must be reduced each fiscal year to $330,000 for a thirty day
period. Webster Bank waived non-compliance with this provision
and others by the Company for the fiscal year ending June 2001.
Interest is payable monthly on amounts outstanding at a
variable rate, which at all times is equal to the bank's prime
rate (4.75% at December 28, 2001). Total borrowings
outstanding at December 28, 2001 totaled $1,042,889.

The term note and demand note payable are collateralized by
substantially all of the assets of the Company. In addition,
they 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 is required to comply with the
requirements on a quarterly basis. The Company was not in
compliance with the following covenants at December 28, 2001:

* Total indebtedness to net worth of 1.50:1.00

* Funded debt to EBITDA of 2.5:1.00

* Ratio of EBIDA to current maturities and interest expense
of 1.4:1.00

* Current Ratio of 1.35:1.00.

* Reduction of Line of Credit to an amount no greater than
$330,000 for thirty consecutive days.

The bank did not waive its rights in connection with these
covenant violations as of December 28, 2001, however it did
issue a commitment letter dated February 15, 2002 modifying the
amount of the revolving line of credit from $1,200,000 to
$1,600,000, changing the borrowing base definition from 70% to
75% of eligible accounts receivable, extending the expiration
date to November 30, 2002, and changing the variable interest
rate to the bank's prime rate plus 1.5% per annum. The bank
also agreed to modify the term note agreement principally as
follows:

F-29

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE E - DEMAND NOTES PAYABLE AND LONG TERM DEBT (Continued)

1. Reduce the term note by $400,000 and apply the
balance to the revolving line of credit.
2. Require monthly principal payments of $25,416 with
the remaining balance due at maturity, November 30,
2003.
3. Require personal guarantees of two
officers/stockholders.
4. Require a success fee of $150,000 due upon maturity.
5. Require within ninety (90) days of the closing, Host
America shall establish with the bank a blocked
depository account in the amount of not less than
$150,000.
6. Require quarterly covenant measurements as follows:
a. Current ratio equal to or greater than 1:1
b. Debt to net worth shall be equal to or less than
1.50:1
c. Funded debt to EBITDA shall be measured
commencing with the fiscal quarter ended March
29, 2002 and shall at all times be less than or
equal to 4.00:1.00. Quarterly thereafter, the
covenant shall reduce by 50 basis points to
2.50:1.00 by December 31, 2002. The covenant
shall remain at 2.50:1.00 quarterly thereafter.
d. Debt service coverage ratio shall be equal to or
greater than 1:1 for the quarter ending March
29, 2002 increasing each quarter to 1.20:1 on a
cumulative rolling four (4) quarter basis ending
December 27, 2002 and thereafter.

The $150,000 success fee will be accrued as a debt financing
cost from the date of the new loan agreement through the
maturity date (November 30, 2003) and the $150,000 blocked
depository account will be carried as restricted cash (separate
from cash and cash equivalents).

The revised bank agreements, as set forth in the commitment letter
dated February 15, 2002, are scheduled to be finalized by the end
of the Company's third fiscal quarter (March 29, 2002) as there are
no contingencies in the agreements that would preclude a closing by
this date. Also, although the Company is not in compliance with the
revised covenant requirements at December 28, 2001, the Company fully
anticipates that it will be in compliance by the next measurement
period (March 29, 2002), and all the quarterly measurement points
thereafter. Accordingly, the increased amount outstanding on the
revolving line of credit and the scheduled term note debt repayments
have been classified in the accompanying consolidated condensed
financial statements in accordance with this commitment letter.

On July 11, 2001, Host received a $150,000 loan from
SelectForce, Inc. ("Select") pursuant to the terms of a
promissory demand note executed by the parties. The promissory
note bears interest at the rate of 9.25% per annum and the
principal and accrued interest is payable in full by Host on
December 28, 2001, which has been extended to June 28, 2002.
The loan to Host was made independent from the proposed merger,
although it was made to assist Host with working capital and
other expenses anticipated to be incurred in connection with
the merger. Repayment of the note is not affected by the
merger transaction closing or failing to close and the note
continues to be and obligation of Host. There are no
additional loans contemplated between the parties.

F-30

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE F - 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 December
28, 2001, the Company was paying a fixed rate of 7.27% and
receiving 2.14% on a notional amount of $1,997,000. The
differential paid on the interest rate swap agreement is
recognized currently as an adjustment to interest expense and
totaled $38,144 and $44,848 for the three and six months ended
December 28, 2001, respectively. The interest rate swap,
totaling $126,129 at December 28, 2001, is reflected at fair
value in the Company's consolidated condensed 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 G - STOCK ISSUANCE

On August 3, 2001, the Board of Directors authorized the
issuance of 292 shares of the Company's common stock to
employees for the achievement of certain incentive goals.
Total compensation expense recognized in connection with the
issuance of these shares totaled $876. On August 30, 2001, the
Company issued 56,911 shares of common stock valued at $140,000
in connection with the acquisition of Contra-Pak. On October
30, 2001, the Company issued 3,390 shares of common stock for
its 401K plan employer match.

NOTE H - OTHER INCOME (EXPENSE)

The significant components of other income (expense) are as
follows:

For the six months ended For the three months ended
------------------------ --------------------------
12/28/01 12/29/00 12/28/01 12/29/00
-------- -------- -------- --------

Interest income $ - $ 11,134 $ - $ 841
Dividend income - 9,000 - -
Loss on disposal
of assets (1,840) - (1,840) -
Other income 7,019 5,934 1,747 2,349
---------- ---------- ----------- -----------
Total other income 5,179 26,068 ( 93) 3,190
Interest expense (148,156) (109,891) (73,033) (82,851)
---------- ---------- ----------- -----------
$ (142,977) $ ( 83,823) $ (73,126) $ (79,661)
========== ========== =========== ===========

F-31

HOST AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
(UNAUDITED)

NOTE I - 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 six
months ended December 28, 2001 is as follows:

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

Sales to unaffiliated
Customers $ 7,182,544 $ 5,121,529 $12,304,073 $ (25,492) $12,278,580
Segment (loss) profit (222,120) 228,419 6,299 - 6,299
Depreciation and
Amortization 153,216 56,471 209,687 - 209,687
Provision for income
taxes 2,000 14,000 16,000 - 16,000
Segment assets 2,109,115 7,428,094 9,537,209 - 9,537,209

F-32

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-33

SELECTFORCE, INC.
BALANCE SHEETS

ASSETS

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

CURRENT ASSETS
Cash $ 461,940 $ 241,048 $ -
Accounts receivable, net of allowance for
doubtful accounts of $7,000 at December 31,
2001, 2000 and 1999 138,685 155,434 150,213
Note receivable from director/shareholder - 140,000 -
Note receivable - other 150,000 - -
Prepaid expenses and other 100,989 5,499 1,107
------------ ------------ ------------
Total current assets 851,614 541,981 151,320

PROPERTY AND EQUIPMENT, net 22,201 26,709 32,437

OTHER ASSETS
Intangibles, net - - 48,725
Deposits 126 1,234 1,576
------------ ------------ ------------
126 1,234 50,301
------------ ------------ ------------
$ 873,941 $ 569,924 234,058
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ - $ 5,549 $ -
Accrued expenses and other 180,156 13,612 23,666
------------ ------------ ------------
Total current liabilities 180,156 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 -
Deficit (10,609) (153,631) -
------------ ------------ ------------
Total stockholders' equity 693,785 550,763 -
------------ ------------ ------------
$ 873,941 $ 569,924 $ 234,058
============ ============ ============

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

F-34

SELECTFORCE, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

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

NET REVENUES $ 1,897,639 $ 1,092,930 $ 655,463 $ 1,748,393 $ 1,540,611

OPERATING EXPENSES 1,678,651 941,871 795,093 1,736,964 1,386,191
------------ ------------ ------------ ------------ ------------

Income (loss) from operations 218,988 151,059 (139,630) 11,429 154,420

OTHER INCOME
Interest income 11,034 - 1,999 1,999 -
------------ ------------ ------------ ------------ ------------

Income (loss) before provision
for income taxes 230,022 151,059 (137,631) 13,428 154,420

PROVISION FOR INCOME TAXES 87,000 38,000 16,000 54,000 32,000
------------ ------------ ------------ ------------ ------------

Net income (loss) $ 143,022 $ 113,059 $ (153,631) $ (40,572) $ 122,420
============ ============ ============ ============ ============

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

F-35

SELECTFORCE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001 (UNAUDITED),
2000 (AUDITED) AND 1999 (UNAUDITED)

Selectforce, Inc.
-------------------------------------------------------------
Common Stock
------------ Additional Total DIS Pro Forma
Shares Paid-in Shareholders' Division Combined
Outstanding Amount Capital Deficit Equity Equity Total
----------- ------ ------- ------- ------ ------ -----

Balance, December 31, 1998
(unaudited) - $ - $ - $ - $ - $204,513 $ 204,513

Withdrawals, net - - - - - (116,541) (116,541)

Net income - - - - - 122,420 122,420
-------- -------- -------- -------- -------- --------- ---------

Balance, December 31, 1999
(audited) - - - - - 210,392 210,392

Contributions, net - - - - - 210,632 210,632

Net income through
August 14, 2000 - - - - - 113,059 113,059
-------- -------- -------- -------- -------- --------- ---------

Balance, August 14, 2000 - - - - - 534,083 534,083

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 (534,083) -

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

Net loss August 15, 2000 to
December 31, 2000 - - - (153,631) (153,631) - (153,631)
-------- -------- -------- -------- -------- --------- ---------

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

Net income - - - 143,022 143,022 143,022
-------- -------- -------- -------- -------- ---------

Balance, December 31, 2001 748,700 $ 7,487 $696,907 $(10,609) $693,785 $ 693,758
======== ======== ======== ======== ======== =========

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

F-36

SELECTFORCE, INC.
STATEMENTS OF CASH FLOWS
OR THE YEARS ENDED DECEMBER 31, 2001 (UNAUDITED), 2000 (AUDITED AND 1999 (UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 143,022 $ 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 6,376 51,146 5,739 56,885 52,289
Changes in operating assets
and liabilities:
(Increase) decrease in other
assets (94,382) 1,576 (5,626) (4,050) (1,107)
(Increase) decrease in accounts
receivable 16,749 (88,664) 83,443 (5,221) (11,584)
(Decrease) increase in accounts
payable and accrued expenses 160,995 (23,666) 19,161 (4,505) (37,984)
------------ ------------ ------------ ------------ ------------
Net cash provided by operating
activities 232,760 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 (1,868) - (2,432) (2,432) (7,593)
Advances to director/shareholder
and other (150,000) - (140,000) (140,000) -
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
investing activities (11,868) - 121,651 121,651 (7,593)
------------ ------------ ------------ ------------ ------------

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

NET INCREASE IN CASH 220,892 - 241,048 241,048 -

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

CASH, end of year $ 461,970 $ - $ 241,048 $ 241,048 $ -
============ ============ ============ ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Income taxes $ - $ - $ - $ - 4 -

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-37

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 (UNAUDITED), 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 to acquire the business assets and operations of Data
Information Services (DIS) a division of Eureka Holding Company,
Inc. (Eureka).

BASIS OF PRESENTATION

On August 14, 2000, the Company acquired all of the business
assets and operations of DIS 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 recapitalization transaction
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 total
presented to facilitate the comparison of the Company's results
of operations on an annual basis to the unaudited 2001 and 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

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.

F-38

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2001 (UNAUDITED), 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROPERTY AND EQUIPMENT (Continued)

Maintenance, repairs and minor renewals on property and
equipment are charged to operations as incurred.

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 $0 (unaudited),
$48,725 (audited) and $46,001 (unaudited) for the years ended
December 31, 2001, 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, 2001 (unaudited and 2000
(audited) that exceeded federal depository insurance
limits by $264,813 (unaudited) and $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, 2001 (unaudited) and December 31,
2000 (audited). 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-39

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2001 (UNAUDITED), 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:

2001 2000 1999
(Unaudited) (Audited) (Unaudited)
----------- --------- -----------

Office equipment $ 38,393 $ 50,153 $ 47,721
Office furniture 8,689 8,689 8,689
-------- -------- --------
47,082 58,842 56,410
Less: accumulated depreciation 24,881 32,133 23,973
-------- -------- --------
$ 22,201 $ 26,709 $ 32,437
======== ======== ========

Depreciation expense for the years ended December 31, 2001,
2000 and 1999 totaled $6,376 (unaudited), $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-40

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2001 (UNAUDITED), 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 5 - NOTE RECEIVABLE OTHER

On July 11, 2001, Select loaned $150,000 to Host America
Corporation ("Host") pursuant to the terms of a
promissory demand note executed by the parties. The
promissory note bears interest at the rate of 9,25% per
annum and the principal and accrued interest is payable
in full by Host on December 28, 2001. If the note is not
paid in full by December 29, 2001, Select may (i) convert
the balance due into Host "restricted" common stock at a
price that is 50% of the average NASDAQ closing price for
the period of December 24, 2001 through December 28, 2001;
or (ii) extend the due date until June 28, 2002.

NOTE 6 - 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:
2002 $ 19,258
2003 1,610
--------
$ 20,868
========

Rent expense for the operating lease totaled $18,514 (unaudited),
$16,346 (audited) and $12,941 (unaudited) for the years ended
December 31, 2000 and 1999, respectively.

NOTE 7 - INCOME TAXES

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

2001 2000 1999
-------- -------- --------

Current
Federal $ 71,000 $ 44,000 $ 27,000
State 16,000 10,000 5,000
Deferred - - -
-------- -------- --------
$ 87,000 $ 54,000 $ 32,000
======== ======== ========

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

2001 2000 1999
-------- -------- --------

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

F-41

SELECTFORCE, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2001 (UNAUDITED), 2000 (AUDITED) AND 1999 (UNAUDITED)

NOTE 8 - 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, 2001, 2000 and 1999, the Company
contributed $5,993 (unaudited), $1,269 (audited) and $1,698
(unaudited), respectively.

NOTE 9 - STOCK BASED COMPENSATION

In connection with the incorporation of Selectforce, 101,200
shares of common stock were issued to employees (31,200 shares)
of DIS and beneficially to an officer/major shareholder (70,000
shares) of Eureka. These shares were valued at their estimated
fair value including a discount from the Host letter of intent
offer price dated March 2001, reflecting present value and
restrictions regarding lack of marketability considerations.

NOTE 10- 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-42

APPENDIX A

ARTICLES OF INCORPORATION

A-1

ARTICLES OF INCORPORATION
OF
HOST AMERICA CORPORATION

ARTICLE I

The name of the Corporation is Host America Corporation.

ARTICLE II

The address of the Corporation's registered office in the state of
Colorado is 1675 Broadway, Denver, Colorado 80202. The name of its
registered agent at such address is The Corporation Company. The principal
place of business is 410 17th Street, Suite 1940, Denver, Colorado 80202.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful business, act or activity for
which corporations may be organized under the Colorado Business Corporation
Act.

ARTICLE IV

The total number of shares of stock which the Corporation shall have
authority to issue is eighty million (80,000,000) shares, of which two
million (2,000,000) shares are to be preferred stock, par value $.001 per
share ("Preferred Stock"), and eighty million (80,000,000) shares are to be
common stock, par value $.001 per share ("Common Stock").

(a) Subject to the rights of the holders of any series of Preferred
Stock as set forth in any resolution adopted by the Board of Directors
pursuant to Section (b) of this Article IV, the holders of the Common Stock
shall exclusively hold all of the voting rights in the Corporation, with
each holder entitled to one vote on all matters to be voted on by the
shareholders for each share of Common Stock held, and the holders of the
Common Stock shall be entitled to receive the net assets of the Corporation
upon dissolution.

(b) Shares of Preferred Stock may be issued from time to time in one
or more series as may from time to time be determined by the Board of
Directors, each of said series to be given a distinguishing designation.
The Board of Directors may determine, in whole or in part, the preferences,
limitations and relative rights, within the limits set forth in Section
7-106-101 of the Colorado Business Corporation Act, of any series of
Preferred Stock before the issuance of any shares of that series,
including:

A-2

(1) The distinguishing designation of, and the number of shares
of Preferred Stock that shall constitute, such series;

(2) The rights in respect of dividends, if any, of such series
of Preferred Stock, the extent of the preference or relation, if any, of
such dividends to the dividends payable on any other class or classes or
any other series of the same or other class or classes of capital stock of
the Corporation and whether such dividends shall be cumulative or
noncumulative;

(3) The right, if any, of the holders of such series of
Preferred Stock to convert the same into, or exchange the same for, shares
of any other class or classes or of any other series of the same or any
other class or classes of capital stock of the Corporation, and this terms
and conditions of such conversion or exchange;

(4) Whether or not shares of such series of Preferred Stock
shall be subject to redemption, and the redemption price or prices and the
time or times at which, and the terms and conditions on which, shares of
such series of Preferred Stock may be redeemed;

(5) The rights, if any, of the holders of such series of
preferred Stock upon the voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation or in the event of any merger or
consolidation of or sale of assets by the Corporation;

(6) The terms of any sinking fund or redemption or repurchase or
purchase account, if any, to be provided for shares of such series of
Preferred Stock;

(7) The voting powers, if any, of the holders of any series of
Preferred Stock generally or with respect to any particular matter, which
may be less than, equal to or greater than one vote per share, and which
may, without limiting the generality of the foregoing, include the right,
voting as a series of Preferred Stock as a class, to elect one or more
directors of the Corporation generally or under such specific circumstances
and on such conditions, as shall be provided in the resolution or
resolutions of the Board of Directors adopted pursuant hereto, including,
without limitation, in the event there shall have been a default in the
payment of dividends on or redemption of any one or more series of
Preferred Stock; and

(8) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, as the Board of Directors shall determine.

All shares of a series shall have preferences, limitations, and
relative rights identical with those of other shares of the same series
and, except to the extent otherwise provided in the description of the
series, with those of other series of the same class. Before issuing any
shares of a class or series, the preferences, limitations and relative
rights of which are determined by the Board of Directors under this
section, the Corporation shall deliver to the secretary of state for filing
articles of amendment to the Corporation's articles of incorporation
(meeting the requirements of Section 7-106-102 of the Colorado Business
Corporation Act), which articles shall be effective without shareholder
action.

A-3

ARTICLE V

The affirmative vote of the holders of not less than 1/3 of the
outstanding common stock of the corporation entitled to vote for approval
shall be required if (a) this corporation merges or consolidates with any
other corporation, or if (b) this corporation sells or exchanges all or a
substantial part of its assets to or with any other corporation, or if (c)
this corporation issues or delivers any stock or other securities of its
issue in exchange or payment for any properties or assets of any other
corporation, or securities issued by any other corporation, or in a merger
of any subsidiary of this corporation (80% or more of the common stock of
which is held by this corporation) with or into any other corporation;
provided, however, that the foregoing shall not apply to any plan of merger
or consolidation, or sale or exchange of assets, or issuance or delivery of
stock or other securities which was approved (or adopted) and recommended
without condition by the affirmative vote of not less than two-thirds of
the directors, nor shall it apply to any such transaction solely between
this corporation and another corporation 50% or more of the voting stock of
which is owned by this corporation. The Board of Directors shall be
permitted to condition its approval (or adoption) of any plan of merger or
exchange of assets, or issuance or delivery of stock or securities upon the
approval of holders of 2/3 of the outstanding stock of this corporation
entitled to vote on such plan of merger or consolidation, or sale or
exchange of assets, or issuance or deliver of stock or securities.

ARTICLE VI

The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he
or she is or was a director or officer of the Corporation or, while serving
as a director or officer of the Corporation, he or she is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign Corporation or other individual or
entity or of an employee benefit plan. The Corporation shall also
indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's estate
and personal representative, to the extent and in the manner provided in
any bylaw, resolution of the shareholders or directors, contract, or
otherwise, so long as such provision is legally permissible.

ARTICLE VII

There shall be no personal liability of a director to the Corporation
or to its shareholders for monetary damages for breach of fiduciary duty as
a director, except that said personal liability shall not be eliminated to
the Corporation or to the shareholders for monetary damages arising due to
any breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in
section 7-108-403, C.R.S., or any transaction from which a director derived
an improper personal benefit. Notwithstanding any other provisions herein,
personal liability of a director shall be eliminated to the greatest extent
possible as is now, or in the future, provided for by law. Any repeal or
modification of the foregoing sentence shall not adversely affect any right
or protection of a director of the Corporation

A-4

existing hereunder with respect to any act or omission occurring prior to
such repeal or modification.

ARTICLE VIII

The number of directors which shall constitute the whole board of
directors shall be fixed from time to time by the bylaws of the
Corporation.

ARTICLE IX

The name and mailing address of the person who is to serve as the
initial director of the Corporation until the first annual meeting of
shareholders of the Corporation, or until his successors are elected and
qualified, are set forth below:

Name Address
---- -------
John B. Wills 410 17th Street, Suite 1940
Denver, Colorado 80202

ARTICLE X

The name and mailing address of the incorporator are as follows:

Name Address
---- -------
John B. Wills 410 17th Street, Suite 1940
Denver, Colorado 80202

ARTICLE XI

In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to adopt, alter or
repeal the bylaws of the Corporation.

ARTICLE XII

Elections of directors need not be by written ballot unless the bylaws
of the Corporation shall so provide.

There shall be no cumulative voting by shareholders of any class or
series in the election of directors of the Corporation.

Meetings of shareholders may be held at such place, either within or
without the State of Colorado, as may be designated by or in the manner
provided by the bylaws. The books of the Corporation may be kept (subject
to any provision contained in the statutes of the State of (Colorado)
outside the State of Colorado as such place or places as may be designated
from time to time by the board of directors or in the bylaws of the
Corporation.

A-5

ARTICLE XIII

(a) As used in this Article, the term:

(1) "Affiliate" means a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is
under common control with, another person.

(2) "Associate," when used to indicate a relationship with any
person, means: (i) any corporation, partnership, unincorporated association
or other entity of which such person is a director, officer or partner or
is, directly or indirectly, the owner of 20% or more of any class of voting
stock; (ii) any trust or other estate in which such person has at least a
20% beneficial interest or as to which such person serves as trustee or in
a similar fiduciary capacity; and (iii) any relative or spouse of such
person, or any relative of such spouse, who has the same residence as such
person.

(3) "Business Combination," means:

(i) any merger, consolidation or plan of share exchange
involving the Corporation or any direct or indirect majority-owned
subsidiary of the Corporation with (A) an Interested Shareholder (as
hereinafter defined); or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger,
consolidation or plan of share exchange is caused by the Interested
Shareholder and as a result of such merger, consolidation or plan of
share exchange subsection (b) of this Article is not applicable to the
surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions),
except proportionately with all other shareholders of the Corporation,
to or with the Interested Shareholder, whether as part of a
dissolution or otherwise, of assets of the Corporation or of any
direct or indirect majority-owned subsidiary of the Corporation which
assets have an aggregate market value equal to 10% or more of either
the aggregate market value of all the assets of the Corporation
determined on a consolidated basis or the aggregate market value of
all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or
transfer by the Corporation or by any direct or indirect majority-
owned subsidiary of the Corporation of any stock of the Corporation or
of such subsidiary to an Interested Shareholder, except: (A) pursuant
to the exercise, exchange or conversion of securities exercisable for,
exchangeable for or convertible into stock of the Corporation or any
such subsidiary which securities were outstanding prior to the time
that the Interested Shareholder became such; (B) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or
conversion of securities exercisable for, exchangeable for or
convertible into stock of the Corporation or any such subsidiary which
security is distributed, pro rata to all holders of a class or series
of stock of the Corporation subsequent to the time the Interested
Shareholder became such; (C) pursuant to an exchange offer by the
Corporation to purchase stock made on the same terms to all

A-6

holders of said stock; or (D) any issuance or transfer of stock by the
Corporation; provided however, that in no case under items (B)-(D) of
this subparagraph shall there be an increase in the Interested
Shareholder's proportionate share of the stock of any class or series
of the Corporation or of the voting stock of the Corporation.

(iv) any transaction involving the Corporation or any direct
or indirect majority-owned subsidiary of the Corporation which has the
effect, directly or indirectly, of increasing the proportionate share
of the stock of any class or series, or securities convertible into
the stock of any class or series, of the Corporation or of any such
subsidiary which is owned by the Interested Shareholder, except as a
result of immaterial changes due to fractional share adjustments or as
a result of any purchase or redemption of any shares of stock not
caused, directly or indirectly, by the Interested Shareholder; or

(v) any receipt by the Interested Shareholder of the
benefit, directly or indirectly (except proportionately as a
shareholder of the Corporation), of any loans, advances, guarantees,
pledges or other financial benefits (other than those expressly
permitted in subparagraphs (i)-(iv) of this paragraph) provided by or
through the Corporation or any direct or indirect majority-owned
subsidiary.

(4) "control," including the terms "controlling," "controlled
by" and "under common control with," means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting stock, by
contract or otherwise. A person who is the owner of 20% or more of the
outstanding voting stock of any corporation, partnership, unincorporated
association or other entity shall be presumed to have control of such
entity, in the absence of proof by a preponderance of the evidence to the
contrary; notwithstanding the foregoing, a presumption of control shall not
apply where such person holds voting stock, in good faith and not for the
purpose of circumventing this section, as an agent, bank, broker, nominee,
custodian or trustee for one or more owners who do not individually or as
a group have control of such entity.

(5) "Interested Shareholder" means any person (other than the
Corporation and any direct or indirect majority-owned subsidiary of the
Corporation) that (i) is the owner of 15% or more of the outstanding voting
stock of the Corporation, or (ii) is an Affiliate or Associate of the
Corporation and was the owner of 15% or more of the outstanding voting
stock of the Corporation at any time within the 3-year period immediately
prior to the date on which it is sought to be determined whether such
person is an Interested Shareholder, and the Affiliates and Associates of
such person; provided, however, that the term "Interested Shareholder"
shall not include any person whose ownership of shares in excess of the 15%
limitation set forth herein is the result of action taken solely by the
Corporation; provided that such person shall be an Interested Shareholder
if thereafter such person acquires additional shares of voting stock of the
Corporation, except as a result of further corporate action not caused,
directly or indirectly, by such person. For the purpose of determining
whether a person is an Interested Shareholder, the voting stock of the
Corporation deemed to be outstanding shall include stock deemed to be owned
by the person through application of paragraph (8) of this subsection but
shall not include any other unissued stock of the Corporation which may be
issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.

A-7

(6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.

(7) "stock" means, with respect to any corporation, capital
stock and, with respect to any other entity, an equity interest.

(8) "voting stock" means, with respect to any corporation, stock
of any class or series entitled to vote generally in the election of
directors and, with respect to any entity that is not a corporation, any
equity interest entitled to vote generally in the election of the governing
body of such entity.

(9) "owner," including the terms "own" and "owned," when used
with respect to any stock, means a person that individually or with or
through any of its Affiliates or Associates:

(i) beneficially owns such stock, directly or indirectly;
or

(ii) has (A) the right to acquire such stock (whether such
right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, warrants or options,
or otherwise; provided, however, that a person shall not be deemed the
owner of stock tendered pursuant to a tender or exchange offer made by
such person or any of such person's Affiliates or Associates until
such tendered stock is accepted for purchase or exchange; or (B) the
right to vote such stock pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed
the owner of any stock because of such person's right to vote such
stock if the agreement, arrangement or understanding to vote such
stock arises solely from a revocable proxy or consent given in
response to a proxy or consent solicitation made to 10 or more
persons; or

(iii) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting (except voting pursuant
to a revocable proxy or consent as described in item (B) of
subparagraph (ii) of this paragraph), or disposing of such stock with
any other person that beneficially owns, or whose Affiliates or
Associates beneficially own, directly or indirectly, such stock.

(b) Notwithstanding any other provisions contained in these Articles,
the Corporation shall not engage in any Business Combination with any
Interested Shareholder for a period of three (3) years following the time
that such shareholder became an Interested Shareholder, unless:

A-8

(1) Prior to such time the Board of Directors of the Corporation
approved either the Business Combination or the transaction which resulted
in the shareholder becoming an Interested Shareholder;

(2) Upon consummation of the transaction which resulted in the
shareholder becoming an Interested Shareholder, the Interested Shareholder
owned at least 85% of the voting stock of the Corporation outstanding at
the time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned (i) by persons who are
directors and also officers and (ii) employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer; or

(3) At or subsequent to such time the Business Combination is
approved by the board of directors and authorized at an annual or special
meeting of shareholders, and not by written consent, by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned
by the Interested Shareholder.

(1) The Corporation, by action of the shareholders, adopts an
amendment to these Articles of Incorporation expressly repealing this
Article, provided that, in addition to any other vote required by law, such
amendment to the Articles of Incorporation or bylaws must be approved by
the affirmative vote of a majority of the shares entitled to vote. An
amendment adopted pursuant to this paragraph shall not be effective until
12 moths after the adoption of such amendment and shall not apply to any
Business Combination between the Corporation and any person who became an
Interested Shareholder of the Corporation on or prior to the date of such
adoption;

(2) A shareholder becomes an Interested Shareholder
inadvertently and (i) as soon as practicable divests itself of ownership of
sufficient shares so that the shareholder ceases to be an Interested
Shareholder; and (ii) would not, at any time within the 3-year period
immediately prior to a Business Combination between the Corporation and
such shareholder, have been an Interested Shareholder but for the
inadvertent acquisition of ownership; or

(3) The Business Combination is proposed prior to the
consummation or abandonment of and subsequent to the earlier of the public
announcement or the notice required under the Colorado Business Corporation
Act of a proposed transaction which (i) constitutes one of the transactions
described in the 2nd sentence of this paragraph; (ii) is with or by a
person who either was not an Interested Shareholder during the previous 3
years or who became an Interested Shareholder with the approval of the
Corporation's Board of Directors; and (iii) is approved or not opposed by
a majority of the members of the Board of Directors then in office (but not
less than 1) who were directors prior to any person becoming an Interested
Shareholder during the previous 3 years or were recommended for election or
elected to succeed such directors by a majority of such directors. The
proposed transactions referred to in the preceding sentence are limited to
(x) a merger, consolidation or plan of share exchange involving the
Corporation (except for a merger in respect of which, pursuant to Section
7-111-104 of the Colorado Business Corporation Act or any successor
provision

A-9

thereto, no vote of the shareholders of the Corporation is required); (y)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions), whether as part of a
dissolution or otherwise, of assets of the Corporation or of any direct or
indirect majority-owned subsidiary of the Corporation (other than to any
direct or indirect wholly-owned subsidiary or to the Corporation) having an
aggregate market value equal to 50% or more of either that aggregate market
value of all of the assets of the Corporation determined on a consolidated
basis or the aggregate market value of all the outstanding stock of the
Corporation; or (z) a proposed tender or exchange offer for 50% or more of
the outstanding voting stock of the Corporation. The Corporation shall
give not less than 20 days' notice to all Interested Shareholders prior to
the consummation of any of the transactions described in clause (x) or (y)
of the 2nd sentence of this paragraph.

(d) No provision of the Articles of Incorporation or bylaw shall
require, for any vote of shareholders required by this section, a greater
vote of shareholders than that specified in this section.

ARTICLE XIV

Except as specifically provided otherwise herein, the Corporation may
amend, alter, change or repeal any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by the laws of the
State of Colorado and may add additional provisions authorized by such laws
as are then in force. All rights conferred upon the directors or
shareholders of the Corporation herein or in any amendment hereof are
granted subject to this reservation.

IN WITNESS WHEREOF, I, the undersigned (who, if a natural person is
over the age of 18 years), being the incorporator designated in Article IX
of the foregoing Articles of Incorporation, have executed said Articles of
Incorporation as of the 14th day of April, 1999,

/s/ John B. Wills
--------------------------------
John B. Wills, Incorporator

The undersigned consents to the appointment as the initial registered
agent of Host America Corporation.

THE CORPORATION COMPANY

BY: /s/
--------------------------------

A-10

STATEMENT OF CORRECTION
-----------------------

FOR
---

HOST AMERICA CORPORATION
A Colorado Corporation

The undersigned President of HOST AMERICA CORPORATION, a Colorado
corporation (the "Corporation") hereby certifies:

This Statement of Correction is filed pursuant to C.R.S.
Section 7-90-305 to correct errors in the Corporation's Articles of
Incorporation (the "Articles of Incorporation").

1. The Corporation is the "Surviving Corporation" in the merger of Host
America Corporation, a Delaware corporation and the Corporation, dated
April 30, 1999. The Articles of Incorporation were filed on April 15,
1999. The first paragraph of Article IV of the Articles of
Incorporation incorrectly states that the total number of shares of
stock which the Corporation shall have authority to issue is eighty
million (80,000,000) shares. This statement is incorrect in that the
Agreement and Plan of Merger of the two corporations reflects that the
Corporation was to have authority to issue a total of eighty-two
million (82,000,000) shares of stock, of which two million (2,000,000)
are Preferred Stock and eighty million (80,000,000) are Common Stock.
The total number of shares of Common Stock and the total number of
shares of Preferred Stock, respectively, which the Corporation has
authority to issue are correctly stated, however, the total aggregate
number of shares authorized is incorrect.

a. The incorrect statement in the Articles of Incorporation is
hereby corrected by changing the total number of shares which the
Corporation shall have authority to issue from eighty million
(80,000,000) shares to eighty-two million (82,000,000) shares.

2. Further, Article IV of the Articles of Incorporation inadvertently
omitted the determination of the preferences, limitations and relative
rights of the Series A Preferred Stock as contemplated by the
Agreement and Plan of Merger and which Host America Corporation
(Delaware) had issued prior to the merger. The Board of Directors and
Officers of the Corporation have conducted the business of the
Corporation upon the belief that the Articles of Incorporation
included such determination of the preferences, limitations and
relative rights of the Series A Preferred Stock. This inadvertent
omission has been discovered upon review of the Articles of
Incorporation in anticipation of the closing of a business
transaction.

a. This inadvertent omission is hereby corrected by inserting a
paragraph (c) into Article IV of the Articles of Incorporation
which shall be as follows:

"(c) The first series of Preferred Stock will be comprised of 700,000
shares designated as "Series A Preferred Stock." The relative rights,
preferences, privileges, limitations and qualifications granted to and
imposed upon the Series A Preferred Stock are as follows:

A-11

(1) AUTOMATIC CONVERSION. Each share of Series A Preferred
Stock shall be convertible into one (1) share of the Corporation's Common
Stock at a conversion value of $5.00 per share, provided, however, that in
the event the Corporation attains the following revenues and pre-tax
earning during the following time period or fiscal year ("Incentive
Period") after the completion of the public offering, each share of Series
A Preferred Stock shall be convertible, at no cost to the holder, into the
following number shares of Common Stock at the following conversion value
per share:

Number
of
Pre-Tax Conversion Common
Incentive Period Revenues Earnings Value Shares
- ------------------------- -------- -------- ----- ------

15 Months After Public Offering $20,000,000 $1,000,000 $2.50 2.0 shares
Two Years After Public Offering $40,000,000 $2,000,000 $2.00 2.5 shares
Three Years After Public Offering $75,000,000 $3,750,000 $1.50 3.3 shares

Of the Series A Preferred Stock a maximum of 233,333 of such shares
shall be convertible upon the Corporation achieving the performance goals
in accordance with the aforesaid formula at the end of each Incentive
Period. In the event the Corporation does not attain any of the above-
specified goals, each share of Series A Preferred Stock outstanding shall
automatically convert, at no cost to the holder, into one (1) share of
Common Stock five years from the effective date of the registration
statement relative to the proposed public offering.

(2) VOTING RIGHTS. Each share of the Series A Preferred Stock
shall be entitled to vote on all matters that the Common Stock is entitled
to vote on the basis of one share, one vote.

(3) DIVIDEND AND DISTRIBUTION RIGHTS. The Series A Preferred
Stock shall have no right to participate in any dividends that may be
declared with respect to any other stock of the Corporation. No
distribution shall be made in respect of the Series A Preferred Stock in
connection with any partial or total liquidation of the Corporation.

(4) STATUS OF PREFERRED SHARES. Shares of the Series A
Preferred Stock which have been converted to Common Stock by the holders
shall not be cancelled but shall revert to the status of authorized but
unissued shares.

(5) ADJUSTMENTS TO SERIES A PREFERRED STOCK. The conversion
ratio and similar terms governing the shares of Series A Preferred Stock
(the "Designated Terms") shall be subject to adjustment as set forth below:

A. In case the Corporation shall hereafter (i) pay a
dividend or make a distribution on its Common Stock in shares of
its capital stock (whether shares of Common Stock or of capital
stock of any other class), (ii) subdivide its

A-12

outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into smaller number or shares, or (iv)
issue by reclassification of its shares of Common Stock any
shares of capital stock of the Corporation, the Designated Terms
in effect immediately prior to such action shall be adjusted so
that the Registered Holder of any shares of Series A Preferred
Stock thereafter converted shall be entitled to receive the
number of shares of capital stock of the Corporation which he or
she would have owned immediately following such action had such
Preferred Shares been converted immediately prior thereto.

B. An adjustment made pursuant to this subsection shall
become effective immediately after the record date in the case of
a dividend and shall become effective immediately after the
effective date in the case of a subdivision, combination,
reclassification or issue. If, as a result of an adjustment made
pursuant to this subsection, the Registered Holder of any shares
of Series A Preferred Stock thereafter converted shall become
entitled to receive shares of two or more classes of capital
stock of the Corporation, the Board of Directors (whose
determination shall be conclusive and shall be described in a
statement filed with the transfer agent of the Corporation) shall
determine the allocation of the adjusted Designated Terms between
or among shares of such classes of capital stock.

C. No adjustment in the Designated Terms shall be required
to be made unless such adjustment would require an increase or
decrease of at least one one-hundredth of a share; provided,
however, that any adjustments which by reason of this subsection
are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations
under this subsection (5) shall be made to the nearest one-
hundredth of a share, as the case maybe, but in no event shall
the Corporation be obligated to issue fractional shares upon the
conversion of any share of Series A Preferred Stock.

D. In the event that at any time as a result of an
adjustment made pursuant to subsection A. of this subsection (5)
the Registered Holder of any share of Series A Preferred Stock
thereafter converted shall become entitled to receive any shares
of the Corporation other than shares of its Common Stock,
thereafter the Designated Terms of such other shares so
receivable upon conversion of any share of Series A Preferred
Stock shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subsections
A. through C. of this subsection (5)."

3. As specified in C.R.S. Section 7-90-305(4), this Statement of
Correction is effective as of April 15, 1999, which is the effective
date of the Articles of Incorporation.

A-13

Dated this 29TH day of June, 2000.
------------

HOST AMERICA CORPORATION, a Colorado
corporation

By: /s/ John B. Wills
----------------------------------
John B. Wills, Incorporator

A-14

Mail to: Secretary of State

Corporations Section

1560 Broadway, Suite 200

Denver, CO 80202

(303) 894-2251

Fax (303)894-2242
MUST BE TYPED

FILING FEE: $25.00

MUST SUBMIT TWO COPIES

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION
Please include a typed

Self-addressed envelope

Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

FIRST: The name of the corporation is Host America Corporation

SECOND: The following amendment to the Articles of Incorporation was
adopted on November 21, 2000, as prescribed by the Colorado Business
Corporation Act, in the manner marked with an X below:

______ No shares have been issued or Directors Elected - Action by
Incorporators

______ No shares have been issued by Directors Elected - Action by
Directors

______ Such amendment was adopted by the board of directors where shares
have been issued and shareholder action was not required

A-15

X Such amendment was adopted by a vote of the shareholders. The
- ----- number of shares voted for the amendment was sufficient for
approval

THIRD: If changing corporate name, the new name of the corporation is

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

FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for
in the amendment shall be effected, is as follows:

If these amendments are to have a delayed effective date, please list that
date:_____________________________

(Not to exceed ninety (90) days from the date of filing)

Host America Corporation
--------------------------------------------

Signature /s/ Geoffrey W. Ramsey
----------------------------------

Title President
---------------------------------

A-16

AMENDMENT

TO THE

ARTICLES OF INCORPORATION

HOST AMERICA CORPORATION

AS APPROVED AT THE

NOVEMBER 21, 2000

ANNUAL SHAREHOLDER MEETING

Article VIII of the Articles of Incorporation will be amended to add
following paragraph:

Classification of Directors. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. The term of the
initial Class I directors shall terminate on the date of the 2001 annual
meeting of Shareholders; the term of the initial Class II directors shall
terminate on the date of the 2002 annual meeting of Shareholders; and the
term of the initial Class III directors shall terminate on the date of the
2003 annual meeting of Shareholders. At each meeting of Shareholders
beginning in 2001, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease in directorships
shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional
directors of any class elected to fill a vacancy resulting from an increase
in such class shall hold office until the next election of directors of
such class by the Shareholders, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. Directors
shall hold office until the annual meeting for the year in which their
terms expire and until their successors shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification
or removal from office. Any vacancy on the Board of Directors, howsoever
resulting, may be filled by the affirmative vote of a majority of the
remaining directors then in office, even if less than a quorum. Any
director elected to fill a vacancy shall hold office until the next
election of directors of such class by the Shareholders.

A-17

APPENDIX B

BYLAWS

B-1

AMENDED
BYLAWS OF

HOST AMERICA CORPORATION

ARTICLE I

OFFICES
-------

SECTION 1. PRINCIPAL OFFICE. The principal place of business of
Host America Corporation, a Colorado corporation (the "Corporation"), shall
be Two Broadway, Hamden, Connecticut 06518.

SECTION 2. OTHER OFFICES. Other offices may be established from
time to time by the Board of Directors at such place or places where the
Corporation is qualified to do business.

ARTICLE II

CAPITAL STOCK
-------------

SECTION 1. STOCK CERTIFICATES. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent
with the Articles of Incorporation of the Corporation (the "Articles of
Incorporation") or Colorado law, as shall be approved by the Board of
Directors. Each certificate shall be signed by the Chairman or Vice
Chairman of the Board of Directors or by the President or a Vice President
and also by a Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary and may (but need not) be sealed with the corporate seal of the
Corporation. Any or all of the signatures upon a certificate may be manual
or facsimiles. The certificate may be countersigned by a transfer agent or
registered by a registrar, both of which may be the Corporation itself or
an employee of the Corporation. If any officer who has signed or whose
facsimile signature has been placed upon such certificate has ceased to be
such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such an officer at the date
of its issue. All certificates shall be consecutively numbered and the
names and address of the persons owning the shares represented thereby,
with the number of such shares and the date of issue, shall be entered on
the Corporation's books. If the Corporation is authorized to issue
different classes of shares or different series within a class, the
certificate shall contain a summary of the designations, preferences,
limitations and relative rights applicable to each class, the variations in
preferences, limitations and rights determined for each series, and the
authority (if any) of the Board of Directors to determine variations for
future classes or series. Alternatively, each certificate may
conspicuously state on its front or back that the Corporation will furnish
to the shareholder the foregoing information on request in writing and
without charge.

B-2

SECTION 2. SHARES WITHOUT CERTIFICATES. The Board of Directors
may by resolution authorize the issuance of any class or series of shares
without certificates. Such authorization shall not affect shares already
represented by certificates until they are surrendered to the Corporation.
Within a reasonable time following the issue or transfer of shares without
certificates, the Corporation shall send the shareholder a written
statement of the information required on stock certificates by the laws of
the State of Colorado. Unless and until the Board of Directors authorizes
otherwise by resolution, all shares of capital stock of the Corporation
shall be represented by certificates.

SECTION 3. TRANSFERS OF SHARES. Except as otherwise provided by
law, shares of the Corporation shall be transferable or assignable on the
books of the Corporation only by the holder thereof, in person or by duly
authorized attorney, upon surrender of the certificate or certificates for
such shares duly endorsed for such transfer (unless the shares were issued
without certificates) or upon compliance with Section 4 of this Article.

SECTION 4. LOST CERTIFICATES. The Corporation shall issue a new
certificate or certificates in place of any outstanding certificate or
certificates alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate
of shares to be lost, stolen or destroyed; and the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representatives, to advertise the same in such
manner as it shall require and/or give the Corporation a bond in such sum
as it may direct as indemnity or otherwise agree to indemnify, hold
harmless and defend the Corporation against any claim that may be made
against the Corporation, provided that the Corporation shall not be
required to issue a new certificate or certificates if:

(a) The owner fails to notify the Corporation that the old
certificate or certificates have been lost, stolen or destroyed within a
reasonable time after he has notice of it and the Corporation registers a
transfer of such old certificate(s) before receiving such notification, or

(b) The owner does not request a new certificate(s) before the
Corporation has notice that the old certificate(s) has been acquired by a
bona fide purchaser as such term is defined in the Colorado Uniform
Commercial Code - Investment Securities.

Except as provided above in this section or as otherwise required by
Colorado law, no new certificate evidencing shares of stock shall be issued
unless and until the old certificate or certificates in lieu of which the
new certificate is issued has been surrendered for cancellation.

SECTION 5. DIVIDENDS. The Board of Directors may, from time to
time, declare and the Corporation may pay dividends or other distributions
on its shares in cash, property or its own shares; provided that no such
dividend or distribution will be made if (a) after such dividend or
distribution the Corporation will not be able to pay its debts as they
become due in the usual course of business, (b) after such dividend or
distribution, the Corporation's total assets would be less than the sum of
its total liabilities, plus (unless the Articles of

B-3

Incorporation permit otherwise) the amount that would be necessary, if the
Corporation were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the distribution, or
(c) the dividend or distribution would otherwise violate Colorado law.

ARTICLE III

SHAREHOLDERS AND MEETINGS
-------------------------

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders
of the Corporation for the election of Directors and for the transaction of
such other business which may properly come before the meeting shall be
held at such time as may be determined by the Board of Directors by
resolution in conformance with the Colorado Business Corporation Act. If
the election of Directors shall not be held on the day so designated for
any annual meeting of the shareholders, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as may be convenient.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called by (a) the President, or (b) resolution of the Board of
Directors, or (c) upon the Corporation's receipt of one or more written
demands stating the purpose(s) for which the meeting is to be held, signed
and dated by the holders of not less than one-tenth of all the votes
entitled to be cast on any issue proposed to be considered at the meeting.
Such meetings will be held at the principal office of the Corporation, or
if called by resolution of the Board of Directors, at such other place
within or without the State of Colorado as is stated in the notice thereof.
Said notice shall further specify the purpose for which the meeting is
called.

SECTION 3. SHAREHOLDERS ENTITLED TO VOTE. Registered shareholders
only shall be entitled to be treated by the Corporation as holders in fact
of the shares standing in their respective names; and the Corporation shall
not be bound to recognize any equitable or other claim to or interest in
any share on the part of any other person, firm, or Corporation, whether or
not it shall have express or other notice thereof, except as expressly
provided by the laws of the State of Colorado.

SECTION 4. RECORD DATE. The Board of Directors may fix a time in
the future as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders (or any
adjournment thereof) or entitled to receive any dividend or distribution,
or any change, conversion or exchange of shares. The record date so fixed
shall be not more than 70 days prior to the date of the meeting or event
for the purposes of which it is fixed. When a record date is so fixed,
only shareholders who are of record on that date are entitled to notice of,
and to vote at, the meeting or to receive the dividend, distribution, or
allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any share on the books of the Corporation
after the record date. If no record date is set, the determination of
shareholders shall be made on the first date that a notice for a
shareholders' meeting is given to a shareholder, the date that the first
written consent of shareholders is received by the Corporation, in the case
of shareholder action by unanimous written consent,

B-4

or on the date that the Board of Directors passes a resolution entitling
shareholders to receive any dividend, distribution or allotment of rights.
Unless otherwise specified when a record date is fixed, the determination
of shareholders shall be as of the Corporation's close of business on the
record date.

SECTION 5. LIST OF SHAREHOLDERS. After fixing a record date for
a shareholder's meeting, the Secretary or Assistant Secretary will cause to
be prepared a list of the names of all of the Corporation's shareholders
who are entitled to be given notice of the meeting. The list shall be
arranged by voting groups and within each voting group by class or series
of shares, shall be alphabetical within each class or series, and shall
show the address of, and the number of shares of each such class and series
that are held by, each shareholder. The shareholders' list shall be
available for inspection by any shareholder, beginning the earlier of ten
days before the meeting for which the list was prepared or two business
days after notice of the meeting is given and continuing through the
meeting, and any adjournment thereof, at the Corporation's principal office
or at a place identified in the notice of meeting in the city where the
meeting will be held. A shareholder or his agent or attorney is entitled
on written notice to inspect and, subject to the requirements set forth
below, to copy the list during regular business hours and during the period
it is available for inspection. In order to copy the list, a shareholder
must satisfy the following requirements: (a) the shareholder has been a
shareholder for at least three months immediately preceding the demand or
is a shareholder of at least five percent (5%) of all the outstanding
shares of any class of the Corporation as of the date the demand is made,
(b) the demand is made in good faith and for a proper purpose, (c) the
shareholder describes with reasonable particularity the purpose and the
records the shareholder desires to inspect, (d) the records are directly
connected with the described purpose, and (e) the shareholder pays a
reasonable charge imposed by the Corporation for copying.

SECTION 6. NOTICE. Written notice of every annual and special
meeting of shareholders stating the date, time and place thereof, shall be
given not less than ten nor more than 60 days prior thereto (except, at
least 30 days' notice shall be given for a meeting called for the purpose
of increasing the authorized capital stock of the Corporation) to each
shareholder of record who is entitled to vote at the meeting (and those
shareholders who are not entitled to vote if required by the Colorado
Business Corporation Act) at his last known address, as the same appears on
the books of the Corporation. The notice of a special meeting shall
include a description of the purpose or purposes for which the meeting is
called, but the notice of an annual shareholders' meeting need not include
a description of the purpose or purposes for which the meeting is called
unless a purpose of the meeting is to consider an amendment to the Articles
of Incorporation, a restatement of the Articles of Incorporation, a plan of
merger or exchange, a disposition of substantially all of the property of
the Corporation, a consent by the Corporation to the disposition of
property by another entity, or a dissolution of the Corporation. If a
shareholder shall have furnished a written address to the Secretary of the
Corporation different from that appearing on the books of the Corporation,
then any such notice that is mailed shall be mailed to the shareholder at
such later address. The Secretary or Assistant Secretary shall give or
cause notice to be given by mail, telegraph, telecopy, facsimile, teletype,
electronic mail, private carrier or personal delivery. If a notice is
mailed first class (including registered or certified mail), postage
prepaid, it shall be deemed

B-5

effective as to any shareholder when deposited in the United States Mail,
addressed to the shareholder at his address at it appears in the
Corporation's current record of shareholders, but if three successive
notices mailed to the address of any shareholder as shown on the
Corporation's current record of shareholders are returned as undeliverable,
no further notices to such shareholder shall be necessary until another
address for such shareholder is made known to the Corporation. If a notice
is given in any other manner, it shall be effective on the earliest of: (a)
the date received; (b) five days after mailing; or (c) the date shown on
the return receipt, if mailed by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the
addressee.

SECTION 7. VOTING AND QUORUM. Except as may be provided otherwise
in the Articles of Incorporation, (a) every shareholder entitled to vote on
a matter submitted to a vote of the shareholders shall have one vote for
each share of stock (and a corresponding fractional vote for each
fractional share of stock) registered in its name on the record date, (b)
a quorum shall consist of a majority of the votes entitled to be cast at
the meeting, or if any matter to be presented at the meeting is to be voted
on by a separate voting group, a quorum for that matter will consist of a
majority of the votes of the voting group entitled to vote on the matter,
(c) if a quorum exists, action on a matter, other than the election of
Directors, is approved if the votes cast favoring the action exceed the
votes cast opposing the action, except where a greater number of
affirmative votes is required by the Articles of Incorporation or the
Colorado Business Corporation Act or a resolution of the Board of
Directors, and (d) unless the Articles of Incorporation provide for
cumulative voting in an election of Directors, that number of candidates
equaling the number of Directors to be elected, having the highest number
of votes cast in favor of their election, are elected to the Board of
Directors, or if Directors are elected by separate voting groups, that
number of candidates equaling the number of Directors to be elected by that
voting group, having the highest number of votes cast in favor of their
election by the voting group, are elected to the Board of Directors by the
voting group. An amendment to the Articles of Incorporation shall be
required to change any provision of this Section 7, except that the
provisions of clauses (b) and (c) may be amended by the shareholders
pursuant to Article VI, Section 2 of these Bylaws if the shareholders were
given the power to do so under the Articles of Incorporation.

SECTION 8. PROXIES. Every shareholder entitled to vote or execute
written consents shall have the right to do so either in person or by one
or more agents authorized by a written proxy executed by such person or his
duly authorized agent and filed with the Secretary of the Corporation;
provided that no such proxy shall be valid after the expiration of eleven
months from the date of its execution, unless the person executing it
specified therein the length of time for which such proxy is to continue in
force.

SECTION 9. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is
present with respect to any voting group, may be adjourned from time to
time by a vote of the shares present if the votes cast in favor of the
adjournment exceeds those voted against the adjournment. Except as
provided below, notice need not be given of the new date, time or place of
the adjourned meeting if the new date, time and place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting
is fixed (a new record date must be fixed if the meeting is adjourned to a

B-6

date more than 120 days after the date fixed for the original meeting),
notice of the adjourned meeting shall be given to those shareholders
entitled to notice as of the new record date. At any adjourned meeting at
which a quorum exists, any matter may be acted upon that could have been
acted upon at the meeting as originally called; provided, however, that if
new notice is given of the adjourned meeting, then such notice shall state
the purpose or purposes of the adjourned meeting sufficiently to permit
action on such matters. Once a share is represented for any purpose at a
meeting, including the purpose of determining whether or not a quorum
exists, it shall be deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record
date is set for the adjourned meeting.

SECTION 10. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a shareholders' meeting may be taken without a
meeting if the action is evidenced by one or more written consents
describing the action taken, signed by each shareholder entitled to vote
thereon and delivered to the Secretary of the Corporation for inclusion in
the minutes or for filing with the corporate records. Action taken by
consent is effective as of the date the last written consent necessary to
effect the action is received by the Corporation, unless all the written
consents specify a different effective date which may be before or after
the date the written consents are received by the Corporation. Any action
taken by written consent shall have the same effect as action taken at a
meeting of shareholders and may be described as such in any document. Any
shareholder who has signed a writing describing and consenting to action
taken pursuant to this section may revoke such consent by a writing signed
and dated by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received
by the Corporation before the effectiveness of the action.

SECTION 11. TELEPHONE MEETINGS. Any one or more shareholders may
participate in an annual or special shareholders' meeting by, or the
meeting may be conducted through the use of, any means of communication by
which all persons participating in the meeting may hear each other during
the meeting. A shareholder participating in a meeting by this means is
deemed present in person at the meeting. If notice of the meeting is
given, such notice need not specify that one or more shareholders may
participate in the meeting by means of such communication.

SECTION 12. CHAIRMAN OF MEETING. The President of the Corporation
or such person as is designated by him shall preside at all meetings of
shareholders.

SECTION 13. WAIVER OF NOTICE. A shareholder may waive any notice
required by the Colorado Business Corporation Act, the Articles of
Incorporation or these Bylaws, whether before or after the date or time
stated in the notice as the date or time when any action will occur or has
occurred. A waiver shall be in writing, be signed by the shareholder
entitled to the notice, and be delivered to the Corporation for inclusion
in the minutes or filing with the corporate records, but such delivery and
filing shall not be conditions to the effectiveness of the waiver. By
attending a meeting, a shareholder waives any objection to lack of notice
or defective notice of such meeting unless the shareholder, at the
beginning of the meeting, objects to the holding of the meeting or the
transacting of business at the meeting because of lack of notice or
defective notice. By attending a meeting, a shareholder also waives any
objection to consideration of any particular matter as not being within the
purpose of the

B-7

meeting notice unless the shareholder objects to consideration of the
matter at the time it is presented.

ARTICLE IV

DIRECTORS
---------

SECTION 1. NUMBER OF DIRECTORS. The Board of Directors of the
Corporation shall consist of at least three members but not more than
eleven members (the "Directors"). Every Director shall be a natural person
at least 18 years old but who need not be either a shareholder or resident
of the State of Colorado. A Director, other than the initial Director (as
identified in the original Articles of Incorporation) or his immediate
successors(s), shall be elected at the annual meeting of shareholders, or
any adjournment thereof, and (unless the Articles of Incorporation provide
for staggered terms of Directors) shall hold office until the next annual
meeting of shareholders and until their successors shall be duly elected
and qualified.

SECTION 2. INCREASE OR DECREASE IN NUMBER OF DIRECTORS. The
number of Directors may be increased or decreased from time to time by
amendment to the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent Director.

SECTION 3. VACANCIES. Any vacancy occurring in the Board of
Directors (including a vacancy created by an increase in the number of
Directors) shall be filled by (a) an action of the Board of Directors at a
meeting at which a quorum is present or, if the remaining Directors are
less than a quorum, by the affirmative vote of a majority of the Directors
then in office (even if less than a quorum), or (b) by an election at an
annual meeting, or at a special meeting of the shareholders called for that
purpose. A Director chosen to fill a vacancy shall hold office until the
next annual meeting of shareholders and until his successor has been
elected and qualified. Notwithstanding any other provision of this
Section, if a vacancy was held by a Director elected by a voting group of
shareholders, then, if one or more of the remaining Directors were elected
by the same voting group, only such Directors are entitled to vote to fill
the vacancy if it is filled by the Directors, and they may do so by the
affirmative vote of the majority of such Directors remaining in office; and
only the holders of shares of that voting group are entitled to fill the
vacancy if it is filled by the shareholders.

SECTION 4. REMOVALS. At any meeting of the shareholders called
for that purpose, all of the Directors, or any number of Directors, may be
removed, with or without cause, by the shareholders if the votes cast in
favor of removal exceed the votes cast against removal; provided, however,
that if the Articles of Incorporation provide for cumulative voting, if
less than all of the Directors are to be removed, no one of the Directors
may be removed if the votes of a sufficient number of shares are cast
against his removal which, if then cumulatively voted at an election of the
entire Board of Directors, or at an election of the class of Directors of
which he is a part, would be sufficient to elect him. If a Director is
elected by a voting group of shareholders, only the shareholders of that
voting group may participate in a vote to remove that Director.

B-8

SECTION 5. RESIGNATION. Any Director may resign at any time by
mailing or delivering or by transmitting by telecopy, facsimile, telegraph
or cable written notice of his resignation to the President or Secretary of
the Corporation. A resignation of a Director is effective when the notice
is received by the Corporation, unless the notice specifies a later
effective date. Acceptance of the resignation shall not be necessary
unless the notice so provides.

SECTION 6. POWERS. Subject to limitations of the Articles of
Incorporation, of the Bylaws, and of the Colorado Business Corporation Act
as to action which shall be authorized or approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation managed under the direction of the
Board of Directors. Without prejudice to such general powers, but subject
to the same limitation, it is hereby expressly declared that the Board of
Directors shall have the following powers, to wit:

(a) To select and remove all the officers, agents, and employees
of the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Colorado Business Corporation Act, with the
Articles of Incorporation, or the Bylaws, and fix their compensation.

(b) To conduct, manage and control the affairs and business of
the Corporation, and to make such rules and regulations therefor not
inconsistent with the law, Colorado Business Corporation Act, or with the
Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To change the principal office of the Corporation for the
transaction of the business of the Corporation and to fix and locate, from
time to time, one or more subsidiary offices of the Corporation within or
without the State of Colorado.

(d) To adopt, make and use a corporate seal, and to prescribe
the form of certificates of shares, and to alter the form of such seal and
of such certificates, from time to time, as in their judgment they may deem
best, provided such seal and such certificate shall at all times comply
with the provisions of the law.

(e) To authorize the issuance of shares of stock of the
Corporation, from time to time, upon such terms and for such consideration
as may be lawful.

(f) To borrow money and incur indebtedness for the purposes of
the Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and security
therefor.

(g) To declare dividends pursuant to the provisions of the
Colorado Business Corporation Act.

B-9

(h) The greater of a majority of the Board of Directors then in
office or the Directors necessary to approve other action by the Board of
Directors may, by resolution, designate two or more Directors to constitute
an executive committee and one or more other committees each of which to
the extent provided in such resolution shall have and may exercise all of
the authority of the Board of Directors in the management of the
Corporation, except the power to declare dividends or other distributions,
to fill vacancies on the Board of Directors or any committee, to amend the
Articles of Incorporation, to adopt, amend or repeal the Bylaws, to
authorize the issuance or reacquisition of stock (except within limits
authorized by the Board of Directors) and those other powers which may not
be delegated to such committees under the Colorado Business Corporation
Act.

(i) Anything hereinabove to the contrary notwithstanding, the
Board of Directors may, except as may otherwise be required by law,
authorize any officer or officers, agent or agents, in the name of and on
behalf of the Corporation, to sign checks, drafts, or other orders for the
payment of money or notes or other evidences of indebtedness, to endorse
for deposit, and/or deposit to the credit of the Corporation at any bank or
trust company or banking institution in which the Corporation may maintain
an account, cash, checks, notes, drafts, or other bankable securities or
instruments, and such authority may be general or confined to specific
instances as the Board of Directors may elect.

SECTION 7. ANNUAL MEETING. A meeting of each newly elected Board
of Directors may be held without notice in each year immediately following
the annual meeting of shareholders.

SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors or any committee designated by the Board of Directors may be held
without notice at such time and place (in or out of Colorado) as may be
determined by the Board of Directors from time to time.

SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors or any committee designated by the Board of Directors may be
called by the President or any two Directors (or any two members of the
committee, in the case of a committee meeting) at the principal office of
the Corporation (or such other meeting place established by the Board of
Directors) unless a different place is agreed to by all Directors. Notice
of a special meeting shall be personally delivered, mailed, telegraphed,
telecopied or telephoned to each Director or committee member at least two
days prior thereto. Neither the business to be transacted at, nor the
purpose of such meeting need to be specified in said notice. A waiver of
notice of a meeting which is in writing and signed by the Director entitled
to such notice, whether before, at or after the meeting, shall be
equivalent to the giving of notice. By attending or participating in a
meeting, a Director waives any required notice of such meeting unless the
Director, at the beginning of such meeting, objects to the holding of such
meeting or the transacting of business at the meeting because of lack of
notice or defective notice and does not thereafter vote for, or assent to,
action taken at the meeting.

SECTION 10. QUORUM. At all meetings of the Board of Directors, a
quorum shall consist of a majority of the number of Directors fixed in
these Bylaws, and a majority vote of

B-10

those present shall be necessary and sufficient to constitute the act of
the Directors, except as otherwise provided herein, in the Articles of
Incorporation or by the Colorado Business Corporation Act . A majority of
those Directors present at any Directors' meeting, whether or not a quorum
is present, may adjourn the meeting from time to time but, except as set
forth in the Articles of Incorporation, elsewhere in these Bylaws, or by
the Colorado Business Corporation Act, in the absence of a quorum no other
business may be conducted.

SECTION 11. TELEPHONE MEETINGS. Any Director or any committee
designated by the Board of Directors may participate in a meeting of the
Board of Directors or committee by, or the meeting may be conducted through
the use of, any means of communication by which all persons participating
in the meeting can hear each other during the meeting. A Director
participating in a meeting by this means is deemed present in person at the
meeting. If notice of a Board of Directors' meeting or committee meeting
is given, such notice need not specify that one or more Directors may
participate in the meeting by means of such communication.

SECTION 12. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors or any
committee designated by the Board of Directors may be taken without a
meeting if the action is evidenced by one or more written consents
describing the action taken, signed by each Director or committee member,
and delivered to the Secretary for inclusion in the minutes or for filing
with the corporate records. Action taken by written consent is effective
when the last Director or committee member signs the written consent,
unless before such time, any Director or committee member has revoked his
or her written consent by a writing signed by the Director or committee
member and received by the Secretary or Assistant Secretary of the
Corporation. Notwithstanding the foregoing, Directors can establish a
different effective date by so stating in the consent. Action taken
pursuant to this Section has the same effect as action taken at a meeting
of Directors and may be described as such in any document.

SECTION 13. PRESUMPTION OF ASSENT. A Director of the Corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless (a) the Director objects at the beginning of the
meeting, or promptly upon his or her arrival, to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice, and does not thereafter vote for or assent to any action taken at
the meeting, (b) the Director contemporaneously requests that his or her
dissent or abstention as to any specific action taken be entered in the
minutes of the meeting, or (c) the Director causes written notice of his or
her dissent or abstention as to any specific action to be received by the
presiding officer of the meeting before adjournment of the meeting or by
the Corporation promptly after adjournment of the meeting. Such right to
dissent to specific action shall not apply to a Director who voted in favor
of such action.

SECTION 14. FEES AND COMPENSATION. Directors shall not receive any
stated salary for their services as Directors, but, by resolution of the
Board of Directors, a fixed fee, with or without expenses of attendance,
may be paid to one or more of the Directors for attendance at each meeting.
Nothing herein contained shall be construed to preclude any Director from

B-11

serving the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefor.

SECTION 15. CHAIRMAN OF THE BOARD. A Director may be elected by
the Board of Directors to fill the office of the Chairman of the Board of
Directors and another Director may be so elected to fill the office of
Vice-Chairman of the Board of Directors. In the event the President of the
Corporation is also a Director and no Chairman of the Board of Directors is
elected, the President will act as EX OFFICIO Chairman of the Board of
Directors. The Chairman of the Board of Directors and in his absence the
Vice-Chairman, if such officer or officers shall be chosen by the Board of
Directors, shall, if present, preside at all meetings of the Board of
Directors. The Chairman shall, subject to the direction of the Board of
Directors, have general oversight over the affairs of the Corporation and
shall, from time to time, consult and advise with the President in the
direction and management of the Corporation's business and affairs. He
shall also do and perform such other duties as may, from time to time, be
assigned to him by the Board of Directors.

ARTICLE V

OFFICERS
--------

SECTION 1. OFFICERS. The officers of the Corporation shall
include a President, Secretary and a Treasurer. The Corporation may also
have, at the discretion of the Board of Directors, one or more Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers, and such other officers and/or agents as may be appointed and
as the business of the Corporation may require and the Board of Directors
may deem proper. The officers must be natural persons at least 18 years
old but need not be Directors or shareholders. Any two or more offices may
be held by the same person.

SECTION 2. APPOINTMENT. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall appoint the
officers, and may, not inconsistent with the Bylaws, fix the powers and
duties of any officer. Notwithstanding the foregoing, the Board of
Directors may by resolution authorize any officer to appoint and/or remove
one or more other officers or assistant officers, provided that unless
expressly provided by the Board of Directors, no Vice President or
assistant officer may exercise a power to appoint or remove the President
or any senior officer to whom they are an assistant. Each officer so
chosen shall hold office from the time of appointment until the first to
occur of (a) the expiration of the term of his appointment (if a term is
set by the Board of Directors) and the appointment of his successor, (b)
his removal or resignation, or (c) his death.

SECTION 3. REMOVALS, RESIGNATIONS, AND VACANCIES. Any officers or
agents may be removed, with or without cause, at any time by the Board of
Directors, or by any officer that the Board of Directors has authorized to
remove the officer or agent being removed.

Any officer may resign at any time by giving written notice to any
Director, to the President, or to the Secretary of the Corporation;
provided the notice is given to someone other

B-12

than the resigning officer. A resignation is effective when notice is
received by a Director, the President, or the Secretary of the Corporation,
unless the notice specifies a later effective date. Acceptance of the
resignation shall not be necessary unless the notice so provides.

A vacancy in any office because of death, resignation or removal shall
be filled in the manner prescribed in these Bylaws for regular appointments
to such office.

SECTION 4. PRESIDENT. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board of
Directors, if there be such an officer, the President shall be the chief
executive officer of the Corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction and control of
the business and officers of the Corporation. He shall have the general
powers and duties of management usually vested in the office of a President
of a Corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.

SECTION 5. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by
the Board of Directors (or if not ranked, the Vice President designated by
the Board of Directors), shall perform all the duties of the President, and
when so acting shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents shall have such other
powers and perform such other duties as, from time to time, may be
prescribed for them respectively by the Board of Directors or these Bylaws.

SECTION 6. SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and record all
votes. The Secretary shall be responsible for the preparation and
maintenance of minutes of the meetings of the Board of Directors and the
shareholders and any other records and information required to be kept
under Section 7-116-101 of the Colorado Business Corporation Act and for
authenticating records of the Corporation. He shall keep, or cause to be
kept, a stock register showing the names of the shareholders, number and
date of certificates issued, and the number and date of cancellation of
every certificate surrendered for cancellation. He shall give, or cause to
be given, notice of all meetings of the shareholders and meetings of the
Board of Directors as required. He shall perform such other duties as may
be prescribed by the Board of Directors. He shall keep in safe custody the
seal of the Corporation, and when authorized by the Board of Directors,
shall affix the same to any instrument requiring it; and when so affixed
the seal shall be attested by his signature or by the signature of the
Assistant Secretary, the Treasurer or a Vice President.

SECTION 7. TREASURER. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounting records
affecting the Corporation. The books of account shall at all reasonable
times be open to inspection by any Director.

The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to
the President and Directors, whenever they request it, an account of all of
his transactions as Treasurer and of the financial condition of the
Corporation. He shall have such

B-13

other powers and perform such other duties as may be prescribed by the
Board of Directors or these Bylaws.

If required by the Board of Directors, the Treasurer shall obtain a
bond at the Corporation's expense in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money, and other property of
whatsoever kind in his possession or under his control belonging to the
Corporation.

SECTION 8. ASSISTANTS. The assistant officers (if any) shall, in
the order of their seniority (unless otherwise designated by the Board of
Directors), and in the absence or disability of the officer to whom they
are an assistant, perform the duties of such officer; and when so acting
they shall have all the powers of, and be subject to all the restrictions
upon, such officer. They shall have such other powers and perform such
other duties as, from time to time, may be prescribed for them respectively
by the Board of Directors, the officers of the Corporation, or these
Bylaws.

ARTICLE VI

MISCELLANEOUS
-------------

SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall
be the year adopted by resolution of the Board of Directors.

SECTION 2. AMENDMENTS. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by a majority of the Directors
present at any meeting of the Board of Directors of the corporation at
which a quorum is present.

B-14

CERTIFICATE
-----------

I hereby certify that the foregoing Bylaws, consisting of 14 pages,
including this page, constitute the Bylaws of HOST AMERICA CORPORATION
adopted by the Board of Directors of the corporation as of the 16TH day of
April, 1999.

------------------------------------
Anne L. Ramsey,
Secretary of Host America Corporation

B-15

APPENDIX C

MERGER AGREEMENT

C-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:

C-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").

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(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.

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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

C-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

C-6

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;

C-7

(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;

C-8

(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.

C-9

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;

C-10

(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"

C-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;

C-13

(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;

C-14

(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

C-15

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.

C-18

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.

C-19

(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;

C-21

(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

C-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.

C-23

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.

C-24

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.

C-25

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.

C-26

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

C-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;

C-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

C-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.

C-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.

C-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)

C-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
-----------------------

C-33

AMENDMENT AGREEMENT
-------------------

THIS AMENDMENT AGREEMENT ("Agreement") dated as of December 19, 2001,
is made among Host America Corporation, a Colorado corporation ("Host"),
Host Merger Corporation, a Colorado corporation ("HMC") and Select Force,
Incorporated, an Oklahoma corporation ("Select Force").

Host, HMC and Select Force are parties to a certain Merger Agreement
dated for reference purposes October 26, 2001 ("Merger Agreement"). The
parties have agreed to certain amendments to the Merger Agreement, subject
to the terms and conditions hereof.

Accordingly, the parties agree as follows:

1. Definition.
----------

(a) TERMS DEFINED IN THE MERGER AGREEMENT. All capitalized
terms used in this Amendment and not otherwise defined herein shall have
the meanings assigned to them in the Merger Agreement.

2. Amendments to the Merger Agreement.
----------------------------------

(a) AMENDMENTS. The Merger Agreement shall be amended as
follows effective as of the date of this Amendment:

(i) Section 10.2 shall be deleted and replaced with the
following:

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 December 21, 2001. 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
December 21, 2001.

(ii) Section 11.1(b) shall be deleted and replaced with the
following:

By Select Force, on one hand, or by Host and HMC on the
other hand, if the transactions contemplated by this
Agreement to take place at Closing shall not have been
consummated by March 31, 2002, 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 parties
seeking to terminate this Agreement to perform any of
its obligations under this

C-34

Agreement to the extent required to be performed by it
prior to or on the Closing Date; provided however, that
all parties shall agree to any continuation of the
March 31, 2002 date;

(iii) Section 11.1(d) shall be deleted and replaced with the
following:

By Select Force, if the Host Disclosure Letter
shall not have been completed and delivered to
Select Force on or before December 21, 2001, or
if the Host Disclosure Letter contains
information which causes Select Force to
determine it would be inadvisable to proceed with
the transaction hereunder; and Select Force has
provided written notification to Host on or
before ten (10) days after the receipt of the
Host Disclosure Letter that the Agreement is
terminated;

(iv) Section 11.1(e) shall be deleted and replaced with the
following:

By Host and HMC, if the Select Force Disclosure
Letter shall not have been completed and
delivered to Host and HMC on or before December
21, 2001, 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 have provided written notification to
Select Force on or before ten (10) days after
receipt of the Select Force Disclosure Letter
that the Agreement is terminated;

(b) REFERENCE WITHIN THE MERGER AGREEMENT. Each reference in
the Merger Agreement to "this Agreement" and the words "hereof," "herein,"
"hereunder," or words of like import, shall mean and be a reference to the
Merger Agreement as amended by this Amendment.

3. Miscellaneous
-------------

(a) MERGER AGREEMENT OTHERWISE NOT EFFECTIVE. Except as
expressly amended hereto, the Merger Agreement shall remain unchanged and
in full force and effect and is hereby ratified and confirmed in all
respects.

(b) GOVERNING LAW. This Amendment shall be construed in
accordance with the laws of the State of Colorado.

(c) COMPLETE AGREEMENT; AMENDMENTS. This Amendment together the
Merger Agreement and any attachments hereto, the Select Force Disclosure
Letter and the schedules thereto (including the schedules, exhibits and
annexes hereto and thereto), the Host Disclosure Letter and the schedules
thereto (including the schedules, exhibits and annexes hereto and thereto)
and the documents delivered pursuant to the Merger Agreement or Amendment

C-35

constitute the entire agreement and understanding among the parties and
supercede any prior written agreement and understanding relating to the
subject matter thereto. This Amendment may not be modified, amended or
otherwise altered except in accordance with the terms of Section 13.3 of
the Merger Agreement.

(d) REFORMATION AND SEVERABILITY. In case any provision of this
Amendment shall be invalid, illegal, 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 revision shall be severed from this
Amendment and in either case the validity, legality, and enforceability of
the remaining provisions of this Amendment shall not be in any way affected
or impaired hereby.

(e) COUNTERPARTS. This Amendment 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.

(f) ASSIGNMENT. Neither this Amendment 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 Amendment will be binding upon,
inure to the benefit of and be enforceable by the parties and the
respective successors and assigns.

(Remainder of this page intentionally left blank)

C-36

IN WITNESS WHEREFOR, the parties have duly executed the Amendment as
of the date first above written.
HOST AMERICA CORPORATION SELECT FORCE, INCORPORATED

HOST MERGER CORPORATION

By: /s/ GEOFFREY RAMSEY
--------------------------
Name: Geoffrey Ramsey
------------------------
Title: Chief Executive Officer
-----------------------

[Signature page to Amendment Agreement]

C-37

APPENDIX D

FORM OF EMPLOYMENT AGREEMENT
FOR TAMMI DIDLOT

D-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.

D-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.

D-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.

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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:

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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.

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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

D-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

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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.

D-9

APPENDIX E

FORM OF NON-COMPETITION AGREEMENT
FOR ROGER LOCKHART

E-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

E-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

E-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:_____________________________

E-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 Two Broadway,
Hamden, Connecticut at 9:00 a.m. eastern time, on March 28, 2002, 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 700, 000 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 next 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:____________________