EXHIBIT 10.8


                     STOCK AND NOTE PURCHASE/SALE AGREEMENT

         AGREEMENT  made  the  29th  day  of  June,  2000  by  and  among  Chefs
International,  Inc., a Delaware  corporation with a principal place of business
at 62 Broadway, Point Pleasant Beach, New Jersey 08742 ("Chefs"),  Mister Cookie
Face, Inc., a New Jersey  corporation with a principal place of business at 1989
Rutgers University Boulevard, Lakewood, New Jersey 08701 ("MCF") and Frank "Doc"
Koenemund, the president, chief executive officer and controlling stockholder of
MCF residing at 9 Monroe Drive, Marlboro, New Jersey 07746 ("Doc").

                              W I T N E S S E T H :

         WHEREAS at a closing  effective as of January 26, 1997,  Chefs sold 950
shares (representing 95%) of the outstanding capital stock of MCF to Doc for;

                   (i) a $500,000 cash payment,

                  (ii) MCF's $100,000  principal  amount  promissory note ("Note
A") payable to Chefs which Note has been paid in full,

                  (iii) MCF's $500,000 principal amount subordinated  promissory
note ("Note B") payable to Chefs in fixed principal installments  commencing one
year after said closing through July 1, 2000, of which  $208,377.51 in principal
amount is currently outstanding, and

                  (iv) MCF's $500,000 principal amount  subordinated  promissory
note ("Note C") payable to Chefs within seven years after the closing,  of which
$500,000 in principal amount is currently outstanding; and

         WHEREAS  MCF desires to purchase  Note B and Note C  (collectively  the
"Notes") from Chefs thereby  extinguishing  its remaining  obligations  to Chefs
pursuant  to the Notes and Chefs has agreed to sell and deliver the Notes to MCF
in consideration for a cash payment by MCF


<PAGE>

hereinafter  described  together  with the  transfer  by MCF to Chefs of 233,334
shares of Chefs' common stock represented by Certificate Nos. CHEF 1724 and 1725
(the "Chefs Shares"); and

         WHEREAS MCF desires to purchase from Chefs and Chefs has agreed to sell
to MCF, the 50 shares of MCF capital  stock owned by Chefs (the "MCF Shares") in
consideration for a cash payment by MCF as hereinafter described; and

         WHEREAS  Chefs  on the one  hand,  and MCF and Doc on the  other,  each
desire to  release  the other  party  from any and all  obligations  other  than
obligations  arising from MCF's sales to Chefs and Chefs'  purchases from MCF of
ice cream products.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

1.       SALE BY CHEFS AND PURCHASE BY MCF OF THE NOTES
         ----------------------------------------------

         Based upon the  representations  and  warranties  herein  contained and
subject  to the terms and  conditions  herein set  forth,  Chefs  shall sell and
deliver  to MCF and MCF shall  purchase  from  Chefs,  Note B and Note C thereby
extinguishing  MCF's remaining  obligations to Chefs pursuant to Note B and Note
C, for a cash payment equal to $344,836.02  and the transfer of the Chefs Shares
to Chefs.

2.       SALE BY CHEFS AND REPURCHASE BY MCF OF THE MCF SHARES
         -----------------------------------------------------

         Based upon the  representations  and  warranties  herein  contained and
subject  to the terms and  conditions  herein set  forth,  Chefs  shall sell and
deliver  to MCF and MCF shall  purchase  from  Chefs,  the MCF Shares for a cash
payment equal to $35,000.


                                       2

<PAGE>


3.       CLOSING
         -------

                  (a) The  closing of the sale and  purchase  of the Notes,  the
Chefs  Shares  and the MCF  Shares  (the  "Closing")  shall take place at Chefs'
executive  offices at 62 Broadway,  Point  Pleasant  Beach,  New Jersey 08742 at
10:00 o'clock A.M. (EDT) on Thursday,  June 29, 2000 or at such place,  date and
time as all of the parties hereto shall agree.

                  (b) At the Closing, Chefs will deliver to MCF;

                       (i) the   original   Note  B  and  Note  C  duly   marked
"CANCELLED,"

                      (ii) a  certificate  for  the  MCF  Shares  registered  in
Chefs'  name,  duly  endorsed by a Chefs  officer on the  reverse  side or on an
attached  stock power with signature  medallion  guaranteed for transfer to MCF,
and

                     (iii) duly  completed   and   executed  UCC-3   Termination
Statements  in form for  filing to  terminate  all liens held of record by Chefs
against MCF's assets.

                  (c) At the Closing, MCF will deliver to Chefs;

                       (i) a bank or certified  check payable to Chefs' order or
funds wired in accordance with Chefs'  instructions in the amount of $344,836.02
in partial payment for the Notes,

                      (ii) certificates  for  the  Chefs  Shares  registered  in
Doc's name,  duly endorsed by Doc on the reverse side of the  certificates or on
an attached  stock power with  signature  medallion  guaranteed  for transfer to
Chefs in payment of the balance of the purchase price for the Notes, and

                     (iii) a  bank  or  certified  check payable to Chefs' order
or funds wired in accordance  with Chefs'  instructions in the amount of $35,000
in full payment for the MCF Shares.


                                       3
<PAGE>

                  (d) No delivery at the Closing of any of the  payments,  stock
certificates and documents  enumerated above shall be made unless each and every
payment,  certificate and document  enumerated in this Section 3 is delivered at
the Closing in satisfactory form and duly executed where required.

4.       CHEFS' REPRESENTATIONS AND WARRANTIES
         -------------------------------------

         Chefs covenants,  agrees,  represents and warrants to MCF and to Doc as
follows:

                  (a) That Chefs is the record and  beneficial  owner,  free and
clear  of  any  and  all  claims,  security  interests,   liens,   encumbrances,
restrictions,  agreements,  rights of third parties and burdens of any nature of
the  Notes and the MCF  Shares  and that  Chefs'  title to the Notes and the MCF
Shares is good, valid and indefeasible.

                  (b) That Chefs'  execution and delivery of this  Agreement and
each of the  documents  referred to herein has been duly and validly  authorized
and Chefs has the right and the power to enter into and perform this  Agreement,
to transfer  the Notes and the MCF Shares to MCF, and to execute and deliver the
UCC-3 Termination Statements described herein.

                  (c) That Chefs has obtained all required consents necessary to
permit it to consummate the transactions described herein.






                                       4
<PAGE>



5.       MCF'S AND DOC'S REPRESENTATIONS AND WARRANTIES

         MCF and Doc,  in his  capacity  as  MCF's  president,  chief  executive
officer and principal stockholder as well as individually, jointly and severally
covenant, agree, represent and warrant to Chefs as follows:

                  (a) That Doc is the  record  owner  and that by  virtue  of an
assignment by Doc, MCF is the  beneficial  owner,  free and clear of any and all
claims,  security  interests,  liens,  encumbrances,  restrictions,  agreements,
rights of third  parties and  burdens of any nature  (other than liens of record
held by Chefs and  liens  held by its  primary  lender,  all of which  have been
effectively waived) of the Chefs Shares and that MCF's title to the Chefs Shares
is good, valid and indefeasible.

                  (b) That MCF's  execution  and delivery of this  Agreement and
each of the  documents  referred to herein has been duly and validly  authorized
and MCF has the right and power to enter into and  perform  this  Agreement,  to
transfer  the Chefs  Shares to Chefs,  and to  repurchase  the Notes and the MCF
Shares.

                  (c) That MCF has obtained all required  consents  necessary to
permit it to consummate the transactions described herein.


6.       CONDITIONS TO CHEFS' OBLIGATION TO CLOSE
         ----------------------------------------

         The obligation of Chefs to consummate  this Agreement  shall be subject
to each of the following conditions:

                  (a) Each of the representations and warranties made by MCF and
Doc contained in this  Agreement  shall be true and accurate as of the date when
made and shall be deemed to be


                                       5
<PAGE>

made again at and as of the time of the Closing hereunder and shall then be true
and accurate in all respects.

                  (b) Each and every covenant,  agreement and condition required
by this  Agreement to be  performed  or complied  with by MCF and Doc shall have
been performed or complied with at or prior to the Closing hereunder.

                  (c) MCF and Doc  shall  have  delivered  to  Chefs  all of the
payments, instruments,  certificates and other documents referred to hereinabove
at or prior to the Closing.

                  (d) Each and every one of the transactions  required herein to
occur at the Closing shall have been completed at such time.

7.       CONDITIONS TO MCF'S OBLIGATION TO CLOSE
         ---------------------------------------

         The obligation  of MCF  to consummate this Agreement  shall  be subject
to each of the  following  conditions

                  (a) Chefs shall have delivered the Notes and the MCF Shares to
MCF as described in Section 3(b)(i) and (ii) hereof.

                  (b) Each of the  representations  and warranties made by Chefs
contained in this Agreement  shall be true and accurate as of the date when made
and  shall be  deemed  to be made  again  at and as of the  time of the  Closing
hereunder and shall then be true and accurate in all respects.

                  (c) Each and every covenant,  agreement and condition required
by this  Agreement  to be  performed  or complied  with by Chefs shall have been
performed or complied with at or prior to the Closing hereunder.

                                       6

<PAGE>



                  (d) Chefs shall have delivered to MCF all of the  instruments,
certificates  and other  documents  referred to  hereinabove  at or prior to the
Closing.

                  (e) Each and every one of the transactions  required herein to
occur at the Closing shall have been completed at such time.

8.       RELEASES
         --------

         Provided that each and every one of the transactions  required to occur
at the Closing shall have been completed at such time;

                  (a) Chefs  releases  and  discharges  MCF and Doc, and each of
them, and each of their heirs, executors, administrators, successors and assigns
from any and all  actions,  causes  of  action,  suits,  debts,  sums of  money,
contracts, claims and demands whatsoever, in law or in equity, which against MCF
and Doc and each of them,  Chefs,  its successors and assigns ever had, now have
or hereafter can, shall or may have, for, upon or by reason of any matter, cause
or thing from the  beginning  of the world to the date of the Closing  excluding
obligations  arising from MCF's sales to Chefs and Chefs'  purchases from MCF of
ice cream products and further  excluding  obligations  arising pursuant to this
Stock and Note Purchase/Sale Agreement.

                  (b) MCF  releases  and  discharges  Chefs and its officers and
directors and their heirs,  executors,  administrators,  successors  and assigns
from any and all  actions,  causes  of  action,  suits,  debts,  sums of  money,
contracts,  claims and demands  whatsoever,  in law or in equity,  which against
Chefs, its officers and directors, MCF, its successors and assigns ever had, now
have or hereafter can, shall or may have,  for, upon or by reason of any matter,
cause  or thing  from  the  beginning  of the  world to the date of the  Closing
excluding obligations arising from MCF's sales to

                                       7
<PAGE>

Chefs and Chefs' purchases from MCF of ice cream products and further  excluding
obligations arising pursuant to this Stock and Note Purchase/Sale Agreement.

                  (c) Doc  releases  and  discharges  Chefs and its officers and
directors and their heirs,  executors,  administrators,  successors  and assigns
from any and all  actions,  causes  of  action,  suits,  debts,  sums of  money,
contracts,  claims and demands  whatsoever,  in law or in equity,  which against
Chefs, its officers and directors, Doc and his heirs, executors, administrators,
successors  and assigns ever had, now have or hereafter  can, shall or may have,
for,  upon or by reason of any matter,  cause or thing from the beginning of the
world to the date of the Closing excluding  obligations arising from MCF's sales
to Chefs  and  Chefs'  purchases  from MCF of ice  cream  products  and  further
excluding  obligations  arising  pursuant  to this Stock and Note  Purchase/Sale
Agreement.

9.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES
         ------------------------------------------

         Each  statement  of  fact   contained   herein  or  in  any  statement,
certificate, schedule or other document delivered by or on behalf of MCF, Doc or
by Chefs  pursuant to this  Agreement  or in  connection  with the  transactions
contemplated  hereby,  shall be deemed a representation and warranty of MCF, Doc
or  Chefs   hereunder,   as  the  case  may  be.  All   covenants,   agreements,
representations  and  warranties  made  by  MCF,  Doc or by  Chefs  under  or in
connection  with this  Agreement  shall  survive the  Closing  and shall  remain
effective  regardless of any  investigation  at any time made by or on behalf of
MCF, Doc or Chefs and regardless of any  information  MCF, Doc or Chefs may have
with respect thereto.


                                       8

<PAGE>

10.      MISCELLANEOUS
         -------------

                  (a) Each party  hereto  represents  and  warrants to the other
parties  hereto  that he or it has not  incurred  any  obligation  or  liability
contingent or otherwise,  for brokerage or finder's fees or agent's  commissions
or other like payment in  connection  with this  Agreement  or the  transactions
contemplated hereby, and each party agrees to indemnify and hold the other party
hereto harmless against and in respect of any such obligation or liability based
in any way on agreements,  arrangements or  understandings  claimed to have been
made by such party with any third party.

                  (b) This Agreement  including the exhibits  referred to herein
and the Notes,  Shares,  payments and documents delivered hereunder  constitutes
the  entire  agreement  between  the  parties  hereto and  supersedes  all prior
agreements and understandings, oral and written, between the parties hereto with
respect to the subject matter hereof. No representation,  promise, inducement or
statement of fact has been made by MCF, Doc or by Chefs which is not embodied in
this Agreement or a written statement,  certificate,  schedule, exhibit or other
document  delivered  pursuant  hereto or made express  reference to herein,  and
neither   MCF,  Doc  nor  Chefs  shall  be  bound  or  liable  for  any  alleged
representation, promise, inducement or statement of fact not so set forth.

                  (c)  This  Agreement  shall  inure  to the  benefit  of and be
binding  upon  MCF,  Doc  and  Chefs  and  their  respective  heirs,  executors,
administrators, successors and assigns.

                  (d) All notices,  requests,  demands and other  communications
which are required or may be given under or in  connection  with this  Agreement
shall be in  writing  and shall be deemed  to have  been duly  given if  mailed,
certified or registered mail, postage prepaid:

                                       9

<PAGE>



                        (i)  if  to  Chefs,   addressed   to  Anthony   Papalia,
President,  Chefs  International,  Inc., 62 Broadway,  Point Pleasant Beach, New
Jersey 08742.

                        (ii) if to MCF,  addressed  to  Frank  "Doc"  Koenemund,
President,   Mister  Cookie  Face,  Inc.,  1989  Rutgers  University  Boulevard,
Lakewood, New Jersey 08701.

                        (iii) if to Doc,  addressed  to Doc at 9  Monroe  Drive,
Marlboro,  New  Jersey  07746.  Such  notices,   requests,   demands  and  other
communications  shall be deemed  given  three (3)  business  days  after date of
deposit  thereof with the United  States mail in a postage  prepaid  envelope by
certified or registered mail.

                  (e) This Agreement shall be interpreted in accordance with the
laws of New Jersey.

                  (f) The parties agree to take all such additional  actions and
to execute and deliver all such  additional  documents  as shall be necessary in
order to effectuate all of the foregoing.

                  (g) This Agreement shall not be amended, modified or rescinded
except by a written document duly executed by all of the parties hereto.


                                       10

<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have made and entered into this
Agreement effective the date first hereinabove set forth.

                                          CHEFS INTERNATIONAL, INC.
                                                   ("Chefs")
ATTEST:

                                          By       /s/ ANTHONY PAPALIA
                                            -----------------------------------
                                          Anthony Papalia, President

     /s/ MARTIN FLETCHER
--------------------------
Martin Fletcher, Secretary

                                          Mister Cookie Face, Inc.
                                         ("MCF")

WITNESS:                                  By       /s/ FRANK "DOC" KOENEMUND
                                            -----------------------------------
                                          Frank "Doc" Koenemund, President

     /s/ JAMES M. PIRO
------------------------------------


WITNESS:                                           /s/ FRANK "DOC" KOENEMUND
                                         --------------------------------------
                                          Frank "Doc" Koenemund
                                          Individually

     /s/ JAMES M. PIRO
------------------------------------


                                     11