Exhibit 10.5.1

                                 LEASE AGREEMENT

                                                  Prepared by:


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

This Agreement is made on October 1, 2001

     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 "Building B", located
at 402 West Main Street,  Freehold  Township,  Monmouth  County,  upon which the
tenant  intends to construct a Mexican  theme style  restaurant,  as well as the
non-exclusive  right to utilize  common  areas  existing on and  adjacent to the
property and identified on the attached Schedule A as the parking areas,  plaza,
clocktower, reflecting pool, refuse area and raised planter. This lease shall be
construed  to allow tenant the  non-exclusive  right to utilize  other,  unnamed
common areas existing upon Lot 21.

     The term is for five (5) years commencing on the date that a Certificate of
Occupancy for Building B is issued by the Township.  The premises are to be used
and occupied  only and for no other  purpose than the  operation of a restaurant
and tavern.

     UPON THE FOLLOWING CONDITIONS AND COVENANTS:

     1ST: The Tenant  covenants  and agrees to pay to the  Landlord  rent as set
forth in paragraph 28.

     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 premises  when  constructed  and shall at the Tenant's own cost
and expenses,  make all repairs,  including  painting and decorating,  and shall
maintain the premises in good condition

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and state of  repair,  and at the end or other  expiration  of the term  hereof,
shall deliver up the rented premises in good order and condition,  wear and tear
from a reasonable use thereof, and damage by the elements not resulting from the
neglect or fault of the Tenant,  excepted. The Tenant shall neither encumber nor
obstruct the sidewalks,  driveway,  yards,  entrances,  hallways and stairs, but
shall keep and maintain the same in a clean condition,  free from debris, trash,
refuse, snow and ice.

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;  nor 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
purpose  deemed  unlawful,  or  extra  hazardous,  on  account  of fire or other
casualty.

     5TH:  No  alterations,  additions  or  improvements  shall be made,  and no
climate  regulation,  air conditioning,  cooling,  heating or sprinkler systems,
television or radio antennas, heavy equipment,  apparatus and fixtures, shall be
installed in or attached to the leased premises,  without the written consent of
the Landlord. Unless otherwise provided herein, all such alterations,  additions
or  improvements  and systems,  when made,  installed in or attached to the said
premises,  shall  belong to and become the property of the Landlord and shall be
surrendered  with the premises and as part thereof upon the expiration or sooner
termination  of this  lease,  without  hindrance,  molestation  or  injury.  The
landlord  consents to the  alterations  and  improvements  to be  constructed by
tenant as set forth in plans and specifications with revisions through September
10, 2001, consisting of 31 sheets and prepared by Barlo & Associates, PA.

     6TH:  Beginning on October 1, 2001 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,  fire,  flood,  wind,
hurricane and other hazard and/or casualty  coverage for the building and common
areas, in amounts and of types acceptable to the Landlord. Liability coverage

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shall include  occurrences  occurring in the exterior  common  areas;  including
parking areas, the plaza, the clock tower,  raised planter,  the reflecting pool
and the refuse area.

     All risk of loss to the Premises on and after October 1, 2001 shall be with
Tenant. If any loss to the Premises occurs, the policy proceeds shall be payable
to the Landlord and shall be made  available to rebuild or repair the  building.
If the Premises shall be damaged by fire, the elements, or other casualty,  then
same shall be repaired as speedily as practicable. The policy of insurance shall
be in a company approved by the State of New Jersey,  and Tenant shall, prior to
the start of  construction,  furnish  Landlord with a  Certificate  of Insurance
evidencing such coverage. Tenant shall have the right to provide coverage as set
forth above by providing  separate or multiple policies providing basic coverage
and excess umbrella  coverage,  provided that the total insurance coverage is in
an amount  acceptable  to the  Landlord.  Tenant  shall also  maintain  business
interruption  insurance in an amount including,  but not limited,  to the annual
base rent payable to Landlord.

     If the premises shall be partially damaged by fire, the elements,  or other
casualty,  and in the opinion of the Tenant,  the premises be so extensively and
substantially damaged as to render them untenantable,  then the rent shall cease
until  such  time as the  premises  shall be made  tenantable  by the  Landlord.
However,  if, in the opinion of the Tenant, the premises be totally destroyed or
so extensively and substantially  damaged as to require practically a rebuilding
thereof, then the rent shall be paid up to the time of such destruction and then
and from thenceforth this lease shall come to an end. In no event however, shall
the provisions of this clause become effective or be applicable,  if the fire or
other casualty and damage shall be the result of the  carelessness,  negligence,
or improper  conduct of the Tenant or the  Tenant's  agents,  employee,  guests,
licensees,  invitees,  subtenants,  assignees, or successors.  In such case, the
Tenant's  liability  for the  payment  of rent  and the  performance  of all the
covenants,   conditions  and terms hereof on the  Tenant's  part to be performed
shall continue and the Tenant shall be liable to the Landlord for the damage and
loss suffered by the Landlord.

     7TH:  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.

     8TH:  The Tenant agrees to permit the Landlord and the  Landlord's  agents,
employees or other  representatives  to show the  premises to person  wishing to
rent or purchase the same. A sale of the premises shall not disturb Tenant's

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right to use and occupy the premises in accordance with this Lease Agreement.

     9TH: In case of the destruction of or any damage to the glass in the leased
premises,  or the  destruction  of or damage of any kind  whatsoever to the said
premises, caused by the carelessness, negligence or improper conduct on the part
of the Tenant or the Tenant's agents, employees,  guests,  licensees,  invitees,
subtenants,  assignee or successors,  the Tenant shall repair the said damage or
replace or restore any destroyed parts of the premises, as speedily as possible,
at the Tenant's own cost and expense.

     10TH: The Landlord  consents to those exterior signs set forth in plans and
specifications  with  revisions  through  September  10, 2001,  consisting of 31
sheets and  prepared by Barlo &  Associates,  P.A.,  (attached to this lease and
labeled  Exhibit A). The tenant shall be  responsible  for obtaining any and all
required  municipal  approvals  for such signs.  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. In case the
Landlord or the Landlord's agents,  employees or  representatives  shall deem it
necessary  to  remove  any such  signs  in  order to paint or make any  repairs,
alterations,  or improvements in or upon said premises or any part thereof, they
may be so removed, but shall be replaced at the Landlord's expense when the said
repairs,  alterations  or  improvements  shall  have been  completed.  Any signs
permitted  by the  Landlord  shall  at all  times  conform  with  all  municipal
ordinances or other laws and regulations applicable thereto.

     11TH:  The Landlord  shall not be liable for any damage or injury which may
be sustained by the Tenant or any other person, as a consequence of the failure,
breakage,  leakage, or obstruction of the water, plumbing,  steam, sewer, waste,
or soil pipes, roof, drains, leaders, gutters,  valleys,  downspouts or the like
or   the   electrical,   gas,   power,   conveyor,   refrigeration,   sprinkler,
air-conditioning  or heating  systems,  elevators or hoisting  equipment;  or by
reason  of the  element;  or  resulting  from the  carelessness,  negligence  or
improper conduct on the part of any Tenant or of the Tenant's agents, employees,
guests,   licensees,   invitees,   subtenants,   assignees  or  successors;   or
attributable to any interference  with,  interruption of or failure,  beyond the
control of the  Landlord,  of any  services to be  furnished  or supplied by the
Landlord.

     12TH:  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

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of  canceling  this  lease,  and the term  hereof  is hereby  expressly  limited
accordingly.

     13TH:  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 $7,500.00 as security for Tenant's
performance of its obligations pursuant to this lease agreement.

      14TH:  If for any reason it shall be  impossible  to obtain  fire or other
hazard insurance on the building and improvements on the leased premises,  in an
amount and in the form and with insurance companies  acceptable to the Landlord,
the Landlord  may, if the Landlord so elects at any time  thereafter,  terminate
this  lease and the term  hereof,  upon  giving to the  Tenant  sixty (60) days'
notice in writing of the Landlord's intention to do so.

      15TH:  The Tenant  shall pay when due all the rents and charges for water,
sewer,  or other  utilities used by the Tenant,  which are or may be assessed or
imposed upon the leased  premises or which are or may be charged to the Landlord
by the suppliers thereof during the term hereof,  and if not paid, such rents or
charges  shall  be added to and  become  payable  as  additional  rent  with the
installment  of rent next due or within  30 days of demand  therefor,  whichever
occurs sooner.

     Tenant shall pay the entire cost of  electricity  to electrify the exterior
lights  illuminating  and  servicing  the  parking  area,  plaza,  clock  tower,
reflecting  pool,  refuse  area and other  exterior  common  areas.  If and when
Building C is  occupied,  either the  Landlord or the Tenant of Building C shall
share in paying the cost of water,  electricity and all other utilities used for
the exterior  common area based upon the square  footage of each  building.  The
tenant shall be responsible for payment of the aforesaid common area maintenance
charges and the landlord shall be responsible  for paying to tenant its share of
such charges as defined above, if applicable.

     16TH:  If the land and  premises  leased  herein,  or of which  the  leased
premises are a part, 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; and all right of the

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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.

     17TH:  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  reentering  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 aforementioned expenses, fees and costs; the same to
be paid as such deficiencies arise and are ascertained each month.

     18TH:  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

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the right to remove all persons,  goods,  fixtures and  chattels  therefrom,  by
force or otherwise, without liability for damages.

     19TH:  Any  equipment  fixtures,  goods,  furniture,  smallwares  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.

     20TH:  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 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.

     21ST: 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.

     22ND: 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

     23RD: 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 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,

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options,  elections or remedies,  but the same shall  continue in full force and
effect.

     24TH: 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.

     25TH: 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.

     26TH:  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.

     27TH: The Landlord  shall have the right to terminate this Lease  Agreement
upon twelve (12) months'  written notice to the Tenant.  Such notice may only be
given if, for the  preceding  lease year,  Landlord  has not received as rent an
amount greater than Ninety Thousand  ($90,000.00) Dollars. The Tenant shall have
the right to terminate this Lease Agreement upon six (6) months' written notice,
however,  such  notice  shall not be given until  eighteen  (18) months from the
commencement  of the initial term of this Lease  Agreement.  Landlord  grants to
Tenant three separate options to renew this Lease Agreement for a period of five
(5) years per option  after the  expiration  of the original  term,  on the same
terms and  conditions  as contained  in this Lease  Agreement  unless  otherwise
amended by this Lease  Agreement.  Tenant  shall be deemed to have  elected each
such option  period  unless Tenant  provides  written  notice to Landlord of its
intent not to exercise  such option at least six (6) months  prior to the end of
the original term or the current option period, whichever is applicable.  "Lease
year" shall be defined in this Lease as the twelve month period beginning on the
commencement   date  of  this  Lease  and  ending  twelve   months   thereafter.
Notwithstanding  any  conflicting  or unclear  provision  to the  contrary,  the
following provisions shall apply during any of the three (3), five year options:

     (a) The annual rent figure,  payment not greater  than which shall  trigger
Landlord's  right to terminate  this lease,  shall  increase  during each of the
three option terms as follows:

          Years 6 thru 10 ......................... $100,000.00 per year
          Years 11 thru 15 ........................ $112,500.00 per year
          Years 16 thru 20 ........................ $125,500.00 per year

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     (b) During the three (3), five (5) year renewal terms the tenant's right to
terminate  the lease can only be  exercised  upon  giving  landlord  twelve (12)
months' advance written notice of termination.

     Superseding all other  termination  provisions  contained within this Lease
Agreement  shall be the  following.  There is  currently  in  existence  a Lease
Agreement between Moore's Realty Associates and Chefs International,  Inc. dated
January  21,  2000 which  pertains to 402 West Main  Street,  Freehold  Township
(Moore's Tavern) herein referred to as "Building A Lease." If "Building A Lease"
is  terminated  in  accordance  with the terms and  conditions  of "Building A's
Lease",  and at the time of the actual  termination  of the  "Building  A Lease"
Chefs  International,  Inc.  has not been able to  obtain a plenary  consumption
liquor  license on terms  acceptable  to it which  allows it to serve  liquor at
Building  B,  this  lease   between   Moore's   Realty   Associates   and  Chefs
International,  Inc.  pertaining to "Building B" shall also  terminate as of the
date that the Building A Lease terminates.  The landlord and tenant may agree to
amend or otherwise alter the date of termination of the Building B Lease.

     28TH:  Tenant agrees to pay Landlord as minimum  annual rental for the term
of this lease,  at such place as Landlord may from time to time  designate,  the
sum of Ninety Thousand  ($90,000.00)  Dollars payable in installments each month
of Seven  Thousand,  Five Hundred  ($7,500.00)  Dollars.  These  payments  shall
constitute  the minimum  annual lease year rental,  and may be  supplemented  by
additional payments as provided below.

     In addition to the minimum  guaranteed  rental  specified above, the Tenant
shall also pay to the Landlord for each lease year during the term of this lease
a percentage  rental determined by (a) multiplying the total gross sales made in
or from the demised  premises during the particular lease year by the percentage
rental rate of six (6%) 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 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.  "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 levied or
payable on any of Tenant's  receipts;  receipts from sales to  employees,  tips,
gratuities or employee discounts for food.

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     Notwithstanding  anything to the  contrary,  during the three (3), five (5)
year  renewal  term the  minimum  annual  lease year  rental  shall  increase as
follows:

          Years 6 thru 10 ........................$100,000.00 per year
          Years 11 thru 15 .......................$112,500.00 per year
          Years 16 thru 20 .......................$125,500.00 per year

     29TH:  The  obligations  of the tenant  hereunder are  contingent  upon the
expansion of Plenary Retail  Consumption  Liquor License No.  1316-33-005-003 to
the leased premises.

     30TH:  During the first year of the lease term,  Landlord shall not sell or
lease the pad site for proposed  building "C" located on the demised premises to
any entity other than the Tenant Such restriction shall not impose an obligation
on the Tenant to purchase or lease the pad site for proposed building "C".

     Landlord  may not sell or lease the pad site for  proposed  building "C" to
any entity other than Tenant during the first year of the lease term even if the
Tenant does not enter into an agreement  with  Landlord to purchase or lease the
pad site for proposed building "C".

     Landlord  may seek the  appropriate  approvals  to convert the pad site for
proposed building "C" to additional  parking for Buildings A & B, both currently
located on Lot 21, Block 85.11.  If such  approvals are sought and granted,  the
Tenant and Landlord  shall enter into a Lease  Addendum  governing  the Tenant's
right to utilize such parking area and the cost of  installing  and leasing such
parking area.

     31ST:  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.

     32ND:  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.

     33RD: Landlord covenants that it will not operate, lease, rent or permit to
be occupied  as a  restaurant  and/or  tavern any  premises  owned,  leased,  or
occupied by it, its legal  representatives,  members of the  Lombardi  Family or
their  successors or assigns,  not presently  occupied as such,  within ten (10)
miles from the demised premises during the term of this lease.

<PAGE>

     This restrictive covenant shall not prevent Landlord, if the tenant vacates
Building 13, to enter into a lease  agreement  with a third party that permits a
third  party to utilize  Building B as a  restaurant  which may serve  alcoholic
beverages  and which may offer a menu line  significantly  dissimilar to that of
Moore's  Inn/Moore's  Tavern.  Further,  such  third  party may serve  alcoholic
beverages only if it is able to procure its own liquor license.

     Furthermore,  this  covenant  shall not prevent any member of the  Lombardi
family  from  acting  as  a  shareholder,   director  and/or  officer  of  Chefs
International, Inc. or any affiliate thereof.

     34TH: The parties  acknowledge  that tenant shall be occupying  Buildings A
and B of Lot 21,  Block 85.11 and  appurtenances  thereto and tenant  shall also
utilize and enjoy in common with proposed  Building C all exterior common areas
including  parking,  brick paver Plaza,  clock tower,  reflecting  pool,  raised
planter, refuse areas and other exterior common areas and appurtenances.

     Until such time as Building C is constructed,  tenant shall pay 100% of the
real  estate  taxes  levied  by the  Township  of  Freehold  upon  the  land and
improvements of Lot 21.

     Upon  Building C becoming  constructed,  the tenant of Building C shall pay
its  proportionate  share of the real  estate  taxes  levied by the  Township of
Freehold upon the land and improvements on Lot 21.  Proportionate share shall be
defined as the square  footage of Building C divided by the total square footage
of Building A, B and C.

     Tenant  shall pay the said amounts when due to the Township of Freehold and
provide proof of same to the landlord upon request.

     35TH:  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, except as set forth in paragraph 38 of this lease.

     36TH: 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.

     Upon  the  occupancy  of  Building  C, the  cost of the  exterior  services
specified  in the  preceding  paragraph  shall  be  shared  by  the  tenants  of
Buildings A, B and C based upon the square footage of each building.

     37TH:  Tenant  shall  pay for its own  garbage  removal  and  shall pay the
lease/rental for any and all the compactors  provided by Freehold Cartage.  Upon
the occupancy of Building C, the cost of garbage  removal shall be shared by the
tenants of Buildings A, B and C based upon the square footage of each building.

<PAGE>

     38TH: For the period beginning on October 1, 2001 and continuing to the day
prior  to the  lease  commencement  date,  the  tenant  shall  pay the  landlord
$3,750.00 per month on the first day of each and every month,  as  reimbursement
to landlord for landlord's  carrying  charges with respect to Building B and the
pad site for Building C.

     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.

     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.

     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

<PAGE>

FIRST AMENDMENT TO LEASE AGREEMENT DATED JANUARY 21, 2000 BETWEEN MOORE'S REALTY
      ASSOCIATES, A NEW JERSEY PARTNERSHIP AND CHEFS INTERNATIONAL, INC., A
CORPORATION OF THE STATE OF NEW JERSEY, FOR PREMISES KNOWN AS "MOORE'S TAVERN",
 BUILDING A, LOCATED ON A PORTION OF BLOCK 85.11, LOT 21, 402 WEST MAIN STREET,
                         FREEHOLD TOWNSHIP, NEW JERSEY.

     Moore's   Realty   Associates,    (hereinafter    "Landlord")   and   Chefs
International,  Inc.  (hereinafter  "Tenant"),  have previously  entered in to a
Lease  Agreement  on January  21,  2000 for  premises  known as Moore's  Tavern,
Building A, located on a portion of Block  85.11,  Lot 21, 402 West Main Street,
Freehold Township, New Jersey ("Building A Lease"); and

     WHEREAS,  the Landlord and Tenant have entered into a separate and distinct
Lease Agreement for premises known as "Building B" located on a portion of Block
85.11, Lot 21, 402 West Main Street,  Freehold Township, New Jersey (hereinafter
"Building B Lease"); and

     WHEREAS the terms and  conditions of the Building B Lease are  inexplicably
intertwined  with  certain  terms and  conditions  of the  Building  A Lease and
accordingly,  the parties have agreed to amend certain  terms and  conditions of
the  Building  A Lease  in order  for it to  coincide  with  certain  terms  and
conditions of the Building B Lease,  all as set forth below and agreed to by the
parties;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein and other good and valuable consideration, the parties agree to
amend the Building A Lease as follows:

     1. So that  the  natural  expiration  dates of both  the  Building  A Lease
Agreement and Building B Lease Agreement coincide,  the original term expiration
date of February 22, 2005  pertaining  to the Building A Lease shall be extended
to October 30, 2006. Even though having a duration in excess of five years, this
extended  original  term  beginning  February 23, 2000 and ending on October 30,
2006 shall be considered "the original term" of the Building A Lease  Agreement.
All other terms and conditions of the Building A Lease Agreement  pertaining to,
among other things,  the termination  and extension of the lease  (paragraph 27)
and rent


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<PAGE>

due during the term of the lease and any extensions thereto (paragraph 28) shall
be measured from the extended original term described in this paragraph.

     2. The tenant,  not the landlord,  shall be responsible  for the payment of
those monies set forth in paragraph 15 of the Building A Lease Agreement (common
area maintenance  charges) and paragraph 34 (real estate tapes). Upon request of
the Landlord, Tenant shall provide proof of such payment.

     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
and  their  proper  corporate  seal to be  hereto  affixed,  on this 31st day of
October, 2001.

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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