EXHIBIT 10.5.2


         LEASE AGREEMENT


                                                     Prepared by:


                                                     --------------------------
                                                     Anthony Mancuso, Esq.

This Agreement is made on September 1, 2002


         BETWEEN Moore's Realty Associates, a New Jersey partnership residing or
located  at 1862 Oak Tree  Road in the  Township  of  Edison  in the  County  of
Middlesex and the State of New Jersey, herein designated as the Landlord,

         AND Chefs  International,  Inc.,  residing or located at 62 Broadway in
the  Borough of Pt.  Pleasant  Beach in the County of Ocean and the State of New
Jersey, herein designated as the Tenant;

         WITNESSETH  THAT,  the Landlord does hereby lease to the Tenant and the
Tenant does hereby rent from the Landlord the following described premises:

         That portion of Block 85.11,  Lot 21 commonly  known as "the Building C
Pad Site", located at 402 West Main Street, Freehold Township,  Monmouth County,
upon  which the tenant  intends to  construct  a paved  parking  area for use by
patrons and employees of Building A (Moore's Tavern) and Building B (Escondido's
Mexican Restaurant), both buildings located on Block 85.11, Lot 21 and leased by
Moore's Realty  Associates to Chefs  International,  Inc. A sketch of the leased
premises is attached to this Lease Agreement and labeled "Exhibit A."

         The initial term is for five (5) years  commencing on September 1, 2002
and ending on January 25, 2007.  The  premises are to be used and occupied  only
and for no other purpose than the operation of a paved parking area.



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         UPON THE FOLLOWING CONDITIONS AND COVENANTS:

         1ST: The Tenant covenants and agrees to pay to the Landlord rent as set
forth in paragraphs 23 and 24.

         2ND: The Tenant has entered into this lease without any  representation
on the part of the Landlord as to the  condition  of the land.  The Tenant shall
take good  care of the paved  parking  area  when  constructed  and shall at the
Tenant's own cost and expenses,  make all repairs to such paved parking area and
shall  maintain the premises in good  condition and state of repair,  and at the
end or other expiration of the term hereof, shall deliver up the leased premises
in good order and condition, wear and tear from a reasonable use thereof, damage
by the elements not resulting from the neglect or fault of the Tenant excepted.

         3RD: The Tenant shall promptly comply with all laws, ordinances, rules,
regulations,  requirements  and  directives of the Federal,  State and Municipal
Governments  or Public  Authorities  and of all their  departments,  bureaus and
subdivisions,  applicable  to and  affecting  the said  premises,  their use and
occupancy, for the correction, prevention and abatement of nuisances, violations
or other  grievances in, upon or connected  with the said  premises,  during the
term  hereof;   and  shall  promptly   comply  with  all  orders,   regulations,
requirements  and  directives  of the  Board  of Fire  Underwriters  or  similar
authority and or any insurance companies which have issued or are about to issue
policies of insurance  covering  the said  premises  and its  contents,  for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.

         4TH: The Tenant shall not assign,  mortgage or hypothecate  this lease,
nor sublet or sublease the premises or any part  thereof;  not occupy or use the
leased  premises  or any part  thereof,  nor  permit  or  suffer  the same to be
occupied  or used for any  purposes  other than as herein  limited,  nor for any



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purpose  deemed  unlawful,  or  extra  hazardous,  on  account  of fire or other
casualty.

         5TH:  Beginning on September  1, 2002 and  throughout  the term hereof,
Tenant  shall,  at its own cost and expense,  provide and keep in force  General
Liability  Insurance  insuring both Landlord and Tenant, as additional  insured,
against claims for death and bodily injury and property  damage coverage for the
paved parking area, in amounts and of types acceptable to the Landlord.

         6TH: The Tenant  agrees that the Landlord  and the  Landlord's  agents,
employees or other representatives,  shall have the right to enter into and upon
the said premises or any part thereof,  at all reasonable hours, for the purpose
of examining  the same or making such repairs or  alterations  therein as may be
necessary  for the safety and  preservation  thereof.  This clause  shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.

         7TH:  The  Tenant  agrees to permit  the  Landlord  and the  Landlord's
agents,  employees or other  representatives  to show the paved  parking area to
person  wishing to rent or purchase the same.  A sale of the premises  shall not
disturb  Tenant's  right to use and occupy the premises in accordance  with this
Lease Agreement.

         8TH: The tenant shall be responsible for obtaining any and all required
municipal  approvals for the  placement of signs on the paved parking area.  The
Tenant  shall  not place  nor  allow to be  placed  any other  signs of any kind
whatsoever,  upon, in, or about the said premises or any part thereof, except of
a design and  structure  and in or at such places as may be  consented to by the
Landlord in writing.  Any signs  permitted  by the  Landlord  shall at all times
conform with all municipal  ordinances or other laws and regulations  applicable
thereto.



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<PAGE>


         9TH:  This  lease  shall not be a lien  against  the said  premises  in
respect to any mortgages  that may hereafter be placed upon said  premises.  The
recording of such mortgage or mortgages shall have preference and precedence and
be  superior  and  prior  in lien to this  lease,  irrespective  of the  date of
recording.  Tenant agrees to execute any instrument,  without cost, which may be
deemed necessary or desirable to further effect the  subordination of this lease
to any such  mortgage  or  mortgages.  A refusal by the  Tenant to execute  such
instruments  shall  entitle the Landlord to the option of canceling  this lease,
and the term hereof is hereby expressly limited accordingly.

         10TH:  The Landlord  has waived the  submission  of a security  deposit
based upon the improvements  being made to the property by the Tenant.  However,
if the Tenant  defaults in the payment of rent or additional  rent for more than
thirty (30) days,  in addition to satisfying  any rent or  additional  rent due,
Tenant shall deposit with the Landlord the sum of one and one-half  month's rent
as security for Tenant's  performance of its obligations  pursuant to this lease
agreement.

         11TH: If the leased premises,  or any portion  thereof,  shall be taken
under eminent  domain or  condemnation  proceedings,  or if suit or other action
shall be instituted for the taking or condemnation thereof, or if in lieu of any
formal condemnation  proceedings or actions,  the Landlord shall grant an option
to  purchase  and or shall  sell and  convey the said  premises  or any  portion
thereof,  to any governmental or other public authority,  agency, body or public
utility,  seeking to take said land and  premises or any portion  thereof,  then
this lease, at the option of the Landlord,  shall terminate, and the term hereof
shall end as of such date as the  Landlord  shall fix by notice in writing;  and
the Tenant  shall have no claim or right to claim or be  entitled to any portion
of any  amount  which may be  awarded  as  damages or paid as the result of such
condemnation  proceedings or paid as the purchase price for such option, sale or
conveyance in lieu of formal condemnation proceedings;



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<PAGE>


and all  rights of the Tenant to  damages,  if any are  hereby  assigned  to the
Landlord.  The Tenant  agrees to execute  and deliver  any  instruments,  at the
expense of the Landlord,  as may be deemed necessary or required to expedite any
condemnation  proceedings  or to  effectuate a proper  transfer of title to such
governmental or other public authority,  agency,  body or public utility seeking
to take or acquire  the said lands and  premises  or any  portion  thereof.  The
Tenant covenants and agrees to vacate the said premises, remove all the Tenant's
personal property  therefrom and deliver up peaceable  possession thereof to the
Landlord  or  to  such  other   partly   designated   by  the  Landlord  in  the
aforementioned  notice.  Failure by the Tenant to comply with any  provisions in
this clause shall subject the Tenant to such costs, expenses, damages and losses
as the Landlord may incur by reason of the Tenant's breach hereof.

         12TH:  If there  should  occur any default on the part of the Tenant in
the performance of any conditions and covenants herein  contained,  or if during
the term hereof the premises or any part thereof shall be or become abandoned or
deserted,  vacated  or  vacant,  or should  the  Tenant be  evicted  by  summary
proceedings or otherwise,  the Landlord, in addition to any prosecution therefor
for damages,  may re-enter the said premises and the same have and again possess
and enjoy;  and as agent for the Tenant or  otherwise,  relet the  premises  and
receive  the rents  therefor  and apply the same,  first to the  payment of such
expenses,  reasonable attorney fees and costs, as the Landlord may have been put
to in re-entering  and  repossessing  the  same  and in making such  repairs and
alterations  as may be  necessary;  and  second to the  payment of the rents due
hereunder.  The Tenant shall  remain  liable for such rents as may be in arrears
and also the rents as may accrue  subsequent  to the re-entry by the Landlord to
the extent of the difference between the rents reserved hereunder and the rents,
if any,  received by the Landlord  during the  remainder of the  unexpired  term
hereof, after deducting the



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<PAGE>


aforementioned   expenses,  fees  and  costs;  the  same  to  be  paid  as  such
deficiencies arise and are ascertained each month.

         13TH: Upon the occurrence of any of the  contingencies set forth in the
preceding clauses, or should the Tenant be adjudicated a bankrupt,  insolvent or
placed in  receivership,  or should  proceedings be instituted by or against the
Tenant for  bankruptcy,  insolvency,  receivership,  agreement of composition or
assignment  for the benefit of creditors,  or if this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings,  writ
of  execution,  levy,  sale,  or by operation  of law, the Landlord  may, if the
Landlord so elects,  at any time  thereafter,  terminate this lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge or  operating  as  custodian  of the assets or  property of the
Tenant, five days' notice in writing of the Landlord's  intention so to do. Upon
the giving of such notice,  this lease and the term hereof shall end on the date
fixed in such notice as if the said date was the date  originally  fixed in this
lease for the expiration hereof; and the Landlord shall have the right to remove
all persons,  goods,  fixtures and chattels  therefrom,  by force or  otherwise,
without liability for damages.

         14TH: Any equipment and fixtures,  or other property of the Tenant, not
removed by the Tenant upon the  termination of this lease, or upon any quitting,
vacating or  abandonment  of the  premises by the Tenant,  or upon the  Tenant's
eviction,  shall be  considered  as abandoned  and the  Landlord  shall have the
right,  without any notice to the Tenant,  to sell or  otherwise  dispose of the
same, at the expense of the Tenant for any part of the proceeds of such sale, if
any.

         15TH: If the Tenant shall fail or refuse to comply with and perform any
conditions and covenants of the within lease,  the Landlord may, if the Landlord
so elects, carry out and perform



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<PAGE>


such  conditions and covenants,  at the cost and expense of the Tenant,  and the
said cost and  expense  shall be  payable  on  demand,  or at the  option of the
Landlord shall be added to the  installment of rent due  immediately  thereafter
but in no case later than one month after such demand,  whichever occurs sooner,
and shall be due and payable as such.  This remedy  shall be in addition to such
other remedies as the Landlord may have hereunder by reason of the breach by the
Tenant of any of the covenants and conditions in this lease.

         16TH:  This  lease  and the  obligation  of the  Tenant to pay the rent
hereunder and to comply with the covenants and conditions  hereof,  shall not be
affected,  curtailed, impaired or excused because of the Landlord's inability to
supply any service or material called for herein,  by reason of any rule, order,
regulation or  preemption by any  governmental  entity,  authority,  department,
agency or subdivision or for any delay which may arise by reason of negotiations
for the  adjustment of any fire or other  casualty loss or because of strikes or
other labor trouble or for any cause beyond the control of the Landlord.

         17TH:  The terms,  conditions,  covenants and  provisions of this lease
shall be deemed to be  severable.  If any clause or provision  herein  contained
shall be  adjudged  to be  invalid  or  unenforceable  by a court  of  competent
jurisdiction  or by  operation  of any  applicable  law, it shall not affect the
validity of any other  clause or  provision  herein,  but such other  clauses or
provisions shall remain in full force and effect.

         18TH:  The  various  rights,  remedies,  options and  elections  of the
Landlord  expressed  herein are  cumulative,  and the failure of the Landlord to
enforce strict performance by the Tenant of the conditions and covenants of this
lease or to exercise any election or option or to resort or have recourse to any
remedy herein  conferred or the acceptance by the Landlord or any installment of
rent



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<PAGE>


after  any  breach by the  Tenant,  in any one or more  instances,  shall not be
construed  or  deemed  to be a waiver or  relinquishment  for the  future by the
Landlord of any such conditions and covenants,  options,  elections or remedies,
but the same shall continue in full force and effect.

         19TH: All notices required under the terms of this lease shall be given
and shall be complete by mailing such notices by certified or  registered  mail,
return receipt requested,  to the address of the parties as shown at the head of
this lease,  or to such other  address as may be  designated  in writing,  which
notice of change of address shall be given in the same manner.

         20TH: The Landlord  covenants and  represents  that the Landlord is the
owner of the  premises  herein  leased and has the right and  authority to enter
into,  execute and deliver this lease; and does further covenant that the Tenant
on paying the rent and performing the conditions and covenants herein contained,
shall and may peaceably and quietly have,  hold and enjoy the leased premise for
the term aforementioned.

         21ST: This lease contains the entire contract  between the parties.  No
representative,  agent or employee of the Landlord has been  authorized  to make
any representations or promises with reference to the within letting or to vary,
alter or modify  the terms  hereof.  No  additions,  changes  or  modifications,
renewals or  extensions  hereof shall be binding  unless  reduced to writing and
signed by the Landlord and Tenant.

         22ND: The Tenant shall have the right to terminate this Lease Agreement
upon twelve (12) months' written notice to the Landlord. The Landlord shall have
the right to terminate  this Lease  Agreement  upon twelve (12) months'  written
notice to Tenant,  provided that Landlord shall offer to Tenant,  upon terms and
conditions  similar to those contained in this Lease  Agreement,  a building pad
located on Block 85.11,  Lot 22 on which a paved parking area sufficient to park
a minimum of



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fifty (50)  vehicles can be erected.  Neither the Tenant nor the Landlord  shall
exercise  its  right  of  termination  during  the  initial  term of this  Lease
Agreement  which begins on  September  1, 2002 and ends on January 25, 2007.  If
this Lease  Agreement is properly  terminated by either party and at the time of
such termination the Tenant leases either Building A or Building B, both located
on block 85.11, Lot 21, from Landlord, Landlord shall not permit a restaurant to
be developed or executed on the Building C Pad Site which is the subject  matter
of this Lease Agreement.

         23RD:  The initial  term of this Lease shall  commence on  September 1,
2002 and end on January 25,  2007.  The rent for the  initial  term shall be One
Hundred  Seventy-Six  Thousand Six Hundred Sixty-Six Dollars and Sixty-Six Cents
($176,666.67)  Dollars,  payable in equal monthly installments of Three Thousand
Three Hundred Thirty-Three  Dollars and Thirty-Three Cents ($3,333.33),  payable
in advance on this first day of each and every month of the term.

         24TH: Unless this Lease is properly terminated by either of the parties
in accordance with its terms, the Tenant shall be entitled to three (3) five (5)
year  extensions  of the initial term.  The first  extension  shall  commence on
January 26, 2007 and end on January 25, 2012.  The rent for the first  extension
shall be Two Hundred Twenty  Thousand  ($220,000.00)  Dollars,  payable in equal
monthly  installments  of Three  Thousand,  Six  Hundred  Sixty-Six  Dollars and
Sixty-Six  Cents  ($3,666.66),  payable  in advance on the first day of each and
every month of the first extension.

                The second  extension shall commence on January 26, 2012 and end
on January  25,  2017.  The rent for the second  extension  shall be Two Hundred
Fifty Thousand  ($250,000.00),  Dollars payable in equal monthly installments of
Four Thousand One Hundred Sixty-Six  Dollars and Sixty-Seven Cents  ($4,166.67),
payable  in  advance  on the  first day of each and  every  month of the  second
extension.  The third  extension  shall  commence on January 26, 2017 and end on
January 25, 2022.



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The rent for the third  extension  shall be Two  Hundred  Seventy-Five  Thousand
($275,000.00),  Dollars  payable in equal monthly  installments of Four Thousand
Five Hundred Eighty-Three Dollars and Thirty-Three Cents ($4,583.33), payable in
advance on the first day of each and every month of the third extension.

                  The rental  payments  set forth above for the initial term and
each of the three extension  periods may be  supplemented  by additional  rental
payments as provided below.

         25TH: In addition to the minimum guaranteed rental specified above, the
Tenant  shall also pay to the  Landlord  for each lease year  during the initial
term of this lease and any of the three (3), five (5) year  extension  periods a
percentage rental determined by (a) multiplying the total gross sales made in or
from gross sales  derived from  operations  at Moore's  Tavern  (Building A) and
Escondido's Mexican Restaurant  (building B) during the particular lease year by
the  percentage  rate of one (1%)  percent  and then  (b)  subtracting  from the
product thus  obtained the minimum  guaranteed  rental paid by the Tenant to the
Landlord  for  such  lease  year.  The  resulting  figure  shall be known as the
percentage  rental.  The percentage  rental, if any, shall be paid within ninety
(90) days of the close of the particular  lease year. In no event shall the rent
to be paid by the Tenant and retained by the Landlord for any lease year be less
than the  annual  lease year  minimum  guaranteed  rental  herein  specified  in
paragraphs 23 and 24. "Gross sales" shall be defined as the aggregate  amount of
all sales (whether for cash, credit, or otherwise),  of food,  beverages,  goods
and articles,  as well as all charges for services performed,  made, or rendered
in, about or in connection  with the demised  premises,  including  off-premises
sales and monies derived at or away from the demised  premises,  as long as they
are in connection  with the  restaurant  and tavern  operation  conducted on the
demised  premises.  Excluded  from "gross  sales"  shall be any and all federal,
state, municipal or other taxes



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levied or payable on any of Tenant's receipts; receipts from sales to employees,
tips, gratuities or employee discounts for food.

         26TH:  The  Landlord  may  pursue  the  relief or remedy  sought in any
invalid clause by conforming the said clause with the provisions of the statutes
or the regulations of any governmental  agency in such case made and provided as
if the particular  provision of the applicable  statutes or regulation  were set
forth herein at length.

         27TH: In all  references  herein to any parties,  persons,  entities or
corporations,  the use of any particular gender or the plural or singular number
is  intended  to  include  the  appropriate  gender or number as the text of the
within  instrument may require.  All the terms,  covenants and conditions herein
contained  shall be for and shall  inure to the  benefit  of and shall  bind the
respective parties hereto, and their heirs, executors, administrators,  personal
or legal representatives, successors and assigns.

         28TH:  The parties  acknowledge  that tenant is currently the lessee of
Buildings A and B on Lot 21,  Block 85.11 and pays its  percentage  share of the
common area maintenance charges for common areas appurtenant to those buildings,
including parking area, brick paver Plaza, clock tower,  reflecting pool, raised
planter, refuse areas and other exterior common areas and appurtenances.  During
the term of this Lease  Agreement,  tenant shall be  responsible  for all of the
common area  maintenance  charges  for all of the common  areas  appurtenant  to
Buildings A and B and the Building C Pad Site. Also, tenant shall pay all of the
real  estate  taxes  levied  by the  Township  of  Freehold  upon  the  land and
improvements of Lot Block 85.11, Lot 21 commencing with the initial term of this
Lease Agreement.

                  Tenant  shall pay the said amounts when due to the Township of
Freehold and provide



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proof of same to the landlord upon request.

         29TH:  Although this lease is intended to be a triple-net lease,  under
no circumstances  shall it be construed that Tenant shall pay any monies for any
charges,  services,  rents, bills or the like incurred prior to the commencement
of the lease term.

         30TH:  Tenant  shall  pay the  entire  cost of the  following  exterior
services: snow and ice removal in parking lot, plaza and walkways;  spreading of
salt or chemical for ice removal/melting;  landscaping  including grass cutting,
weeding,  mulching;  cleaning of parking lot and plaza area;  planting of raised
flower bed;  cleaning  and  maintenance  of  reflecting  pool and other  outside
maintenance and cleaning.

         31ST:  Tenant  shall pay for its own garbage  removal and shall pay the
lease/rental for any and all the compactors provided by Freehold Cartage.

         32ND:  The  Landlord  may  pursue  the  relief or remedy  sought in any
invalid  clause,  by  conforming  the said  clause  with the  provisions  of the
statutes or the  regulations  of any  governmental  agency in such case made and
provided as if the particular  provision of the applicable statues or regulation
were set forth herein at length

         33RD: In all  references  herein to any parties,  persons,  entitles or
corporations  the sue of any particular  gender or the plural or singular number
is  intended  to  include  the  appropriate  gender or number as the test of the
within  instrument may require.  All the terms,  covenants and conditions herein
contained  shall be for and shall  inure to the  benefit  of and shall  bind the
respective parties hereto, and their heirs, executors, administrators,  personal
or legal representatives, successors and assigns.

         34TH:  The tenant  shall  purchase  those  materials  and perform  that
construction necessary to



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install pavement,  curbing,  electricity,  etc. in order to allow the Building C
Pad  Site to be used as a paved  parking  area.  The  construction  shall,  at a
minimum, be in accordance with all Township ordinances and regulations,  as well
as any and all land use  approvals  issued by the Township.  The Landlord  shall
reimburse  the  Tenant for the actual  cost of same,  not to exceed One  Hundred
Fifty  Thousand  ($150,000.00)  Dollars.  Such  reimbursement  shall  be by  the
providing  by Landlord  to Tenant of a credit  against  the  minimum  rent,  and
additional percentage rent, if any, due to Landlord by Tenant.

         35TH:  Any breach of this Lease  Agreement  shall be deemed a breach of
the parties'  current  Lease  Agreements  for Building A ("Moore's  Tavern") and
Building B ("Escondido's Mexican Restaurant").

         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals,  or caused  these  presents  to be signed by their  proper  corporate
officers ad their proper  corporate seal to be hereto affixed,  the day and year
first above written.

WITNESS:                                  MOORE'S REALTY ASSOCIATES,
                                          A NEW JERSEY PARTNERSHIP, LANDLORD


      s/Claire M. Minnig                        s/ Michael F. Lombardi
---------------------------------         --------------------------------------
Claire M. Minnig                          Michael F. Lombardi, Managing Partner


ATTEST:                                   CHEFS INTERNATIONAL, INC.,
                                          CORPORATION, TENANT


      s/Martin W. Fletcher                      s/ Anthony Papalia
---------------------------------         --------------------------------------
Martin W. Fletcher, Secretary             Anthony Papalia, President








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