EXHIBIT 10.10

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT,  made and entered this 25th day of January, 2002, by and between
CAUSEWAY  FOODS,  INC.,  A  FLORIDA  CORPORATION,  d/b/a MR.  MANATEE'S,  with a
principal place of business located at 30 Royal Palm Pointe Vero Beach, Florida,
32960, and MR. MANATEE'S FRANCHISE  CORPORATION,  A FLORIDA  CORPORATION,  whose
address is      (hereinafter  collectively  referred to as "Seller"),  STEVEN C.
LONG  whose  address  is  P.  O.  Box  3058  Vero  Beach,  Florida,  32964-3058,
(hereinafter  referred to as "Long") and CHEFS  INTERNATIONAL,  INC., A DELAWARE
CORPORATION,  whose address is c/o Post Office Box 1332 Point Pleasant Beach, NJ
08742, (hereinafter referred to as "Buyer").

                                   WITNESSETH:

     WHEREAS,  Seller is an active corporation  organized and existing under the
laws of the State of Florida; and

     WHEREAS,  Buyer is an active  corporation  organized and existing under the
laws of the State of Delaware; and

     WHEREAS,  the parties have agreed that the Seller shall sell, and the Buyer
shall buy the business known as "MR.  MANATEE'S  CASUAL GRILLE",  together with
the name,  trademark,  goodwill,  franchising rights in Mr. Manatee's  Franchise
Corporation,  a  Florida  Corporation,  liquor  license,  and  all  furnishings,
personal  property,  fixtures and equipment located at 30 Royal Palm Pointe Vero
Beach,  Florida 32960,  subject to the terms and  conditions as hereinafter set
forth,   and  subject   further  to  full   performance  of  the  covenants  and
contingencies expressed herein; and

     WHEREAS,  Seller  and Long  have  agreed  to be  bound  by  non-competition
covenants as hereinafter set forth;

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
contained herein,  and other good and valuable  considerations,  the receipt and
adequacy of which is hereby acknowledged, the parties hereto covenant, stipulate
and agree as follows:

1.   SALE OF  ASSETS:  The  Seller  agrees  to  sell  to  Buyer  free  from  all
     liabilities,  liens,  encumbrances  and  interests  of  others,  the entire
     business  interests known as "Mr.  Manatee's"  a/k/a Mr.  Manatee's  Casual
     Grille  including  without  limitation,  goodwill,  the  name  (with  legal
     transfer/assignment  of all trademark,  or other Federal/State  protection)
     all  personal  property,  furnishings,   fixtures,  and  equipment,  liquor
     license,  franchising  rights in Mr.  Manatee's  Franchise  Corporation,  a
     Florida Corporation, and the Business telephone number

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     (collectively  the  "Assets").  Buyer  agrees to purchase the same upon the
     terms and conditions of this Asset Purchase Agreement (hereinafter referred
     to as "Agreement").

2.   PURCHASE PRICE:  The Purchase Price shall be EIGHT HUNDRED THOUSAND DOLLARS
     ($800,000.00), payable as follows:

     DEPOSIT             FIVE  THOUSAND  DOLLARS  ($5,000.00)  by earnest  money
                         deposit  in the  form of a check  to be held by  Gould,
                         Cooksey,  Fennell,  O'Neill,  Marine,  Carter & Hafner,
                         P.A. Trust Account at execution of the Agreement.

                         AN ADDITIONAL TWENTY THOUSAND DOLLARS  ($20,000.00) due
                         and payable at the end of the DUE  DILIGENCE  Period as
                         described herein.

     CASH AT CLOSING     SEVEN   HUNDRED    SEVENTY   FIVE   THOUSAND    DOLLARS
                         ($775,000.00)  by  Cashier's  Check  payable to Closing
                         Agent at or before Closing.

3.   ACCEPTANCE:  Buyer's  offer hereby made shall be open for Seller's  written
     acceptance on or before January 17, 2002, and Seller shall deliver to Buyer
     written acceptance of such offer within 24 hours of such acceptance, or the
     deposit shall be returned to Buyer.

4.   EFFECTIVE  DATE:  The Effective Date of this Agreement is the date on which
     the last of the Parties signs the latest  offer.  TIME IS OF THE ESSENCE of
     this  Agreement.  Time periods of 5 days or less shall be computed  without
     including Saturday,  Sunday, or national legal holidays and any time period
     ending on a Saturday,  Sunday or national  legal  holiday shall be extended
     until 5:00 p.m. on the next business day.

5.   CLOSING:

          (A) The  closing  shall take place on or before the April 1, 2002,  at
          the law offices of Gould, Cooksey, Fennell, O'Neill, Marine, Carter, &
          Hafner,  P.A., 979 Beachland Blvd. Vero Beach,  Florida, at which time
          the Commercial  Lease Option shall be executed.  Any extension of this
          closing date must be in writing and signed by Buyer and Seller.

          (B) At the closing,  the parties shall  further  execute the following
          documents and take the actions hereinafter described:

          (i) Seller shall execute and deliver to Buyer an Absolute Bill of Sale
          for all  personal property, including furniture and fixtures, included
          in this sale, as per the Personal Property List attached hereto as per
          SCHEDULE "A,"

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          and by reference  incorporated  herein, for which Seller warrants that
          it has good and  marketable  title,  free and  clear of all  liens and
          encumbrances,  except  any  liens or  encumbrances  disclosed  herein.
          Seller hereby agrees to provide Buyer with a final itemized  inventory
          of the  personal  property  within  twenty (20) days of the  Effective
          Date,  defined  above.   Buyer  specifically   acknowledges  that  any
          outstanding municipal or governmental assessments related to the Royal
          Palm Pointe  project shall be satisfied by Seller upon the  subsequent
          settlement of the real property.

          (ii) Seller shall  execute and deliver to Buyer an Assignment of name,
          franchising  rights, and interests,  and any other intangible personal
          property interests relating to the business.

          (iii) Seller  shall  transfer  the Liquor  License  which he presently
          holds to Buyer. Buyer shall execute all appropriate documents with the
          Alcohol and Beverage  Department of the State of Florida to effectuate
          this transfer.

          (iv) Seller  shall  transfer and assign to Buyer,  effective  with the
          Closing of this sale, all rights held by Seller in the trade name "Mr.
          Manatee's"  and "Mr.  Manatee's  Casual  Grille"  and any  derivations
          thereof,  and hereby  waives any rights  thereto,  and shall not after
          Closing,  make use of such name,  directly or  indirectly.  Seller has
          disclosed to Buyer a limited  license to utilize trade secrets,  trade
          name and logo in  favor  of David Knudsen  ("Knudsen") as set forth in
          that certain Brevard Foods, Inc. General Manager Employment  Agreement
          dated April 17, 1992, a copy of which has been furnished to the Buyer.
          Seller shall procure an executed  modification  to the General Manager
          Employment Agreement from David Knudsen prior to closing, satisfactory
          to Buyer, in Buyer's sole discretion.  The modification  shall provide
          for  limitations   upon   geographic   location,   future   expansion,
          relocation,  name  appropriation  and use of  proprietary  rights  and
          interests.  The  modification  shall  also  provide  that the  limited
          license to utilize  trade  secrets,  the trade name and the logo shall
          terminate  upon  the  death  of  Knudsen,  or any  sale,  transfer  or
          conveyance of Knudsen's  business  interests in the existing Pensacola
          restaurant  location,  whether said sale, transfer or conveyance shall
          be effected by stock transfer, asset sale, gift, devise, lease, or any
          other form or manner whatsoever.

          (v) Seller shall  transfer to Buyer,  any and rights held by Seller in
          the Trademark  Registration  Number  2,088,906  registered  August 19,
          1997, and that Trademark  Registration Number 1,686,932 registered May
          12, 1992, with the United States Patent and Trademark  Office.  Seller
          shall  further  transfer,  any  rights  held by Seller in the class 42
          Service Mark number T14429,  registered April 29, 1991, and as renewed
          February 22, 2001, with the State of Florida.  Buyer shall execute all
          appropriate  documents to effectuate  this transfer,  and Seller shall
          join in, in any application for transfer, as is necessary.

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          (vi)  Seller  and Long shall  execute  and  deliver a Covenant  Not to
          Compete  Agreement in the form set forth in Schedule  "C", and further
          described herein.

          (vii) Each party  shall  execute  and  deliver  Corporate  Resolutions
          authorizing the transactions  contemplated  herein,  and directing the
          appropriate officers to close the same.

          (viii)  Each party shall  provide a  Certificate  of Active  Corporate
          Status from the Division of  Corporations,  State of Florida and State
          of Delaware.

          (C) Seller shall keep all cash  located at the business and  accounted
          for at midnight on March 31, 2002.

          (D) Buyer shall pay the cash required to close.

          (E) Seller shall deliver  possession of the real and personal property
          indicated  in  Schedules  "A"   (Personal   Property)  and  "B"  (Real
          Property).

          (F) To the extent transferrable,  Seller shall transfer any applicable
          business and/or occupational licenses at closing.

6.   REPRESENTATIONS BY SELLER:  The Seller warrants and represents,  both as of
     the date hereof, and as a continuing warranty the following:

          (A) It is the  owner of and has good and  marketable  title to all the
          Assets, free from all encumbrances and interests of others, other than
          those  which  shall be  satisfied  by the  Seller at  closing or those
          described herein.

          (B) It has  complied  with all  laws,  rules  and  regulations  of the
          county, state and federal governments.

          (C) It has  paid or will  pay or make  provision  for  payment  of all
          Social Security, withholding, sales, income and unemployment insurance
          taxes to the county, state and federal governments to date which would
          become a lien on the Assets.

          (D) Seller  has not  entered in to any  contract  or other  agreement,
          whether oral or written, that will survive closing.

          (E) There are no  judgments,  liens,  actions or  proceedings  pending
          against Seller in any court.

          (F) Seller  represents  that all liquor  charges to vendors  have been
          paid  and that the  Liquor  License  is free  from any  violations  or
          encumbrances.

          (G) Seller is a corporation,  duly organized and validly  existing and
          in good  standing  under  the laws of the  State of  Florida,  has all
          requisite   power  and  authority  to  consummate   the   transactions
          contemplated  by  this  Agreement,   and  has,  by  proper   corporate
          proceedings,  duly  authorized  the  execution  and  delivery  of this
          Agreement  and  the  consummation  of  all  transactions  contemplated
          herein.

          (H) Seller shall take such steps as are required by Section  607.1202,
          Florida  Statutes,  in  consideration  of the sale by a corporation of
          all, or substantially all of its property  otherwise than in the usual
          and regular

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          course of business. Seller shall hold appropriate director/stockholder
          meetings,  duly  noticed  as  required  by law,  or  with  appropriate
          waiver(s) of notice, to approve the sale as contemplated  herein. Each
          shareholder/director  shall approve the sale as  contemplated  herein,
          closing  of  this   transaction,   release  any  claims   against  the
          corporation and waive any applicable  dissenter's rights under Section
          607.1301 and 607.1302, Florida Statutes.

          (I) No further  action is necessary  by Seller to make this  Agreement
          valid and binding upon Seller and  enforceable in accordance  with the
          terms hereof,  or to carry out the actions  contemplated  hereby.  The
          execution,  delivery, and performance of this Asset Purchase Agreement
          by the Seller will not (i)  constitute  a breach or a violation of the
          Sellers  Certificate  of  Incorporation,   By-Laws,  or  of  any  law,
          agreement, indenture, deed of trust, mortgage, loan agreement or other
          instrument  to which it  is a party,  or by which  it is  bound;  (ii)
          constitute  a violation of any order,  judgment  or decree to which it
          is a party or by which its Assets or  properties is bound or affected;
          or (iii) result in the creation of any lien,  charge,  or  encumbrance
          upon its Assets or properties, except as stated herein.

          (J) Seller shall  deliver to Buyer copies of the  preceding  three (3)
          years Tax returns and financial  statements  of the  business,  all of
          which are true and complete and have been prepared in accordance  with
          generally  accepted  accounting   principles,   consistently  followed
          throughout the period indicated.

          (K) No representation or warranty by the Seller in this Agreement, nor
          any  statement  or  certificate  furnished  or to be  furnished to the
          Buyer,   pursuant  to  it,  or  in  connection  with  the  transaction
          contemplated by it, contains or will contain any untrue statement of a
          material  fact,  or  omits  or will  omit to  state  a  material  fact
          necessary to make the statements contained in it not misleading.

          (L) Seller Shall deliver to Buyer copies of all  proceedings  to which
          Seller  is or  was a  party  as  they  pertain  to  violations  of the
          Americans With Disabilities Act, 42 U.S.C. Section 12181.

7.   COVENANTS OF SELLER:  Seller covenants and represents,  both as of the date
     hereof, and as a continuing warranty the following:

          (A) Seller shall, by Bill of Sale,  convey all of the Assets set forth
          free and clear of all  encumbrances  and interest of others (except as
          otherwise  herein  provided) and will contain the usual warranties and
          covenants of title.

          (B) Seller hereby agrees, from the date of execution of this Agreement
          to the  date of  Closing,  to  carry on the  business  activities  and
          operations Of the business  diligently and in  substantially  the same
          manner as has been  customary  in the past,  and shall not  remove any
          item with exception of (i)

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          product  inventory  sold in the normal  course of  business;  and (ii)
          equipment and other tangible personal property which is retired in the
          normal course of business provided same is replaced with new equipment
          or  tangible  personal  property.  The  business of the Seller will be
          conducted up to the date of closing in accordance with all laws, rules
          and regulations of the county, state and federal governments.

          (C) All Social Security,  withholding,  sales, income and unemployment
          insurance taxes to the county,  state and federal  governments will be
          paid or provided for up to the date of closing.

          (D) At the time of  closing,  Seller  shall  have no unpaid  creditors
          including federal,  state and local tax liabilities which would create
          a lien on the Assets or a claim  against Buyer for the amount of their
          debt.  Buyer assumes no liability,  responsibility  or  obligations of
          Seller.

          (E) No judgments or liens will be  outstanding  at the time of closing
          against the Seller or against the Assets.

          (F) The Seller,  up to the date of closing,  will operate and maintain
          its  business in the  regular  course,  will not violate any  contract
          connected  with the  business  and will not remove any  stock-in-trade
          (except as it may be consumed in the regular  course of business)  and
          Seller's  equipment  and other fixed  Assets shall be  maintained   in
          their  present  condition,  reasonable  wear  and  tear  excepted.  No
          employee or owner salaries may be increased,  or bonuses taken,  prior
          to closing.

          (G)  The  Seller  will  use  its  best  efforts  (without  making  any
          commitment  on  Buyers  behalf)  to  preserve  the  Seller's  business
          organization  intact;  and to preserve the good will, of its customers
          and others having business relations with the Sellers business.

          (H) The  Seller  shall give to the Buyer and to the  Buyer's  counsel,
          accountants,  or other  representatives  full  access,  during  normal
          business hours,  throughout the period prior to the closing, to all of
          the Seller's  books,  contracts,  commitments  and records,  and shall
          furnish the Buyer during that period all  information  concerning  the
          Seller's business operation as the Buyer may reasonably request.

          (I) Seller  covenants with Buyer it will not divulge any  confidential
          information, or make available to others any documents, files or other
          papers  concerning  the  Seller's  business or financial  affairs,  or
          remove any such  documents,  files,  or other  papers from the Sellers
          premises except with the prior consent and approval of Buyer.

          (J) Seller  warrants to best of its knowledge  there exist: no pending
          or threatened judgment, lien, suit, claim or proceeding against Seller
          not  disclosed  herein;  no  condition,  act, or event which (with the
          giving of notice,  passage of time, or both) would constitute a breach
          or default by the Seller under any  contract  executed by it; no other
          basis for the  assertion  against the Seller of any claim or liability
          not fully reflected or reserved against in its books.  Further,  there
          is no unfulfilled contract,

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          agreement,  or commitment  made by Seller which pertains to the Assets
          or the Real Property and which is not disclosed herein.

          (K) Seller  warrants the business  and premises  meet,  at the time of
          Closing,  all government  regulations as to health,  fire,  zoning and
          other  licensing  laws,  including  all statutes,  ordinances,  rules,
          orders, regulations and requirements of the federal, state, county and
          city  government and of any and all other  agencies,  departments  and
          bureaus  applicable  to the use of the  premises as intended by Buyer.
          This  specifically   includes   compliance  with  the  Americans  With
          Disabilities Act, 42 U.S.C. Section 12181.

          (L) All  representations  and  warranties  made by the Seller shall be
          true at closing and shall  survive the closing and the  execution  and
          delivery of any document or instrument in connection therewith.

8.   INDEMNIFICATION:  Seller  shall  indemnify,  protect and hold  harmless the
     Buyer, without the execution of any further documents, from and against all
     losses,  damages,  injuries,   claims,  demands  and  expenses,   including
     reasonable attorneys' fees, for all proceedings, trials and appeals arising
     out of any breach of the  representations  and  covenants set forth herein;
     including,   without   limitation   any  damage  or  deficiency   from  any
     misrepresentation, breach of warranty or nonfulfillment of any agreement on
     the part of the Seller or either of them under this Agreement,  or from any
     misrepresentation  in or omission from any certificate or other  instrument
     to be furnished to the Buyer.

9.   ITEMIZED  INVENTORY:  The  parties  acknowledge  that  the  list of  Assets
     referred to in Schedule "X" of this Asset Purchase  Agreement is based upon
     the best information available to Buyer at the execution hereof. The Seller
     shall, within twenty (20) days of the execution of this Agreement,  provide
     the Buyer with a  comprehensive  schedule  of the  personal  property to be
     acquired, describing the same as necessary for accurate identification. The
     comprehensive  inventory  shall be attached to the Bill of Sale,  Absolute,
     along with the  merchandise  inventory and  transferred  at closing.  Buyer
     shall purchase the food, liquor, retail goods and paper supplies on hand at
     the time of closing for a price equal to Seller's cost. Buyer has the right
     to reject any unwanted  inventory.  Any payment shall be over and above the
     purchase price as referenced in paragraph 2 of this Agreement.

10.  ALLOCATION:  The  undersigned  agree that the  allocation  of the  Seller's
     interest in this transaction is as follows:

          Covenant Not to Compete                $  60,000.00
          Personal Property                        125,000.00
          Goodwill                                 555,000.00

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          Liquor License                            60,000.00
          TOTAL:                                 $ 800,000.00
                                                 ============

11.  LEASE/OPTION TO PURCHASE:  On the Closing Date, Chefs International,  Inc.,
     or its assignee  (hereinafter "Buyer") will purchase the Assets and execute
     a five (5) year  triple-net  lease  agreement in favor of Steven Craig Long
     (hereinafter  "Owner") to lease the premises for  operation of the Business
     at Royal Palm Pointe  located at 30 Royal Palm  Pointe,  more  particularly
     described in Schedule "B". Rent shall be payable in the amount of $8,000.00
     per month together with all applicable  taxes.  The lease  agreement  shall
     include the use of any easements, boat slips or other appurtenances for the
     entire lease term.  Buyer will be permitted to extend/renew the lease three
     additional five (5) year terms.  Any  renewal/extension  of the lease shall
     result in an increase in rent of ten (10%) percent for the additional  five
     (5) year term.

     Buyer  shall have an option and right to  purchase  the real  property  and
     improvements  at the end of the  initial  five  (5)  year  lease  term  for
     $1,075,000.00.  Terms and conditions of the purchase/sale shall be attached
     to and contained in the Commercial Lease Option  Agreement  attached hereto
     as Schedule "D".  Conveyance   shall be by General  Warranty Deed, free and
     clear of liens,  encumbrances,  or defects in title,  except  taxes for the
     year of closing.

12.  DUE  DILIGENCE/INSPECTION:  Buyer shall have sixty (60) days extending from
     the Effective  Date to effect any and all  inspections,  investigations  or
     examinations of the relevant  documentation,  including without  limitation
     Business financial  statements,  records, tax returns,  Business income and
     expense data,  etc. Said  documentation  is to be provided by Seller within
     seven  (7)  days  of   execution  of  this   Agreement   and  shall  remain
     confidential. Diligence shall also include without limitation, procuring an
     environmental   assessment,   boundary,   improvement  survey,   structural
     engineering analysis and regulatory compliance.  Buyer shall have access to
     the  property for  performing  diligence  activities.  In the event for any
     reason Buyer finds the  Assets/property  not to be satisfactory,  Buyer may
     furnish written notice to Seller of such finding by no later than 5:00 p.m.
     on the sixtieth  (60th) day after the Effective  Date;  in such event,  the
     Deposit shall be  immediately  refunded to Buyer,  and the Agreement deemed
     void. In the event Buyer does not furnish such written  notice to Seller by
     5:00 p.m. on the sixtieth  (60th) day after the Effective Date, it shall be
     conclusively  presumed that Buyer finds the property to be satisfactory for
     inspection  purposes.  Buyer shall  further have a right to conduct a final
     compliance   inspection  and  examination  of  all  documents  and  records
     mentioned herein,  prior to closing. Buyer agrees to defend,  indemnify and
     hold  harmless  Seller  from  and against  any  claims,  actions,  damages,
     expenses,  liabilities or losses arising from Buyer's activities  conducted
     pursuant to this Section.

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13.  DEFAULT:  In the event of a default of this Agreement by Buyer,  the Seller
     shall be  entitled  to retain  all sums paid to it by Buyer as agreed  upon
     liquidated  damages,  consideration for the execution of this Agreement and
     in full  settlement  of any claims;  whereupon  all parties  shall be fully
     released  hereunder.  Seller specifically waives the right to seek specific
     performance of this Asset Purchase  Agreement.  Should Seller fail, neglect
     or  refuse  to  perform  this  Agreement,   the  Buyer  may  seek  specific
     performance or elect to receive the return of the deposit  without  thereby
     waiving any action for damages resulting from Seller's breach.

14.  CONDITION  OF PERSONAL  PROPERTY:  All personal  property  included in this
     sale, as per attached  SCHEDULE "A," is being purchased on an "as is" basis
     without  warranties  of  merchantability  or  fitness  for  any  particular
     purpose.  However,  at the Closing of this sale, all equipment  shall be in
     working condition. Buyer shall be responsible for inspecting said equipment
     in order to determine  that,  as of the date of Closing,  said equipment is
     in working  condition  and  Seller   shall be  responsible  for any cost or
     expense   necessary  to  insure  all  equipment  is  delivered  in  working
     condition.  After the date of closing,  Buyer shall be responsible  for the
     maintenance and repair of all equipment.

15.  LOSS/DAMAGE:  In the  event  there is any  material  loss or  damage to the
     Business premises, or any of the improvements,  systems, equipment or other
     Assets included in this sale at any time prior to the Closing of this sale,
     the risk of loss shall be upon Seller. Immediately from and after the Close
     of this  sale,  all risk of loss or  damages  shall be upon  Buyer.  If the
     destruction,  loss or  damage  is such  that  the  Assets  are  totally  or
     partially  destroyed,   Buyer  shall  have  the  right  to  terminate  this
     Agreement,  and the rights of the Buyer and the Seller under this Agreement
     shall thereupon terminate.

16.  BUSINESS DEPOSITS: Any and all amounts currently on deposit for the benefit
     of the business for utility services,  leases,  insurance,  etc.,  together
     with all cash  located at the  business  and  accounted  for at midnight on
     March 31, 2002,  are and shall  remain the sole  property of Seller and are
     not included as part of this transaction.  Buyer shall,  effective with the
     Closing, deposit such amounts as are necessary to continue the operation of
     the business.

17.  BUSINESS  TELEPHONE:  Seller  agrees to transfer  to Buyer at Closing,  and
     Buyer agrees to accept,  ownership of the Business telephone  number(s) and
     yellow pages or other advertising that refers to said telephone numbers.

18.  BUSINESS  MAIL:  Seller agrees that all mail relating to the Business shall
     be routed to Buyer, and Buyer agrees to promptly forward to Seller any mail
     personalized to Seller.

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19.  BUSINESS RECORDS: At the Closing of the sale, Seller shall deliver to Buyer
     copies of all documents  pertinent to the  operation of the Business  which
     Seller may have.  Such  records  shall  include  copies of those  documents
     necessary to conduct business with suppliers and customers of the Business.

20.  LICENSES AND PERMITS:  Seller agrees to cooperate  with Buyer in obtaining,
     at Buyer's  expense,  any licenses,  permits,  approvals,  or  certificates
     necessary for the continued operation of the Business.

21.  TRANSITION: Seller shall assist Buyer in the transfer by permitting Buyer's
     personnel  to visit the  Business  site  between the time the  Agreement is
     fully  executed  and the  Closing  Date.  Seller  agrees  to  assist in the
     transition by making  himself  available  throughout  weekends and evenings
     through May 30, 2002.

22.  PRORATIONS: All transferrable taxes, insurance, licenses, rents, utilities,
     etc., shall be prorated as of the Closing Date.

23.  FINANCIAL  INFORMATION:  Seller  warrants  that the  financial  information
     supplied to Buyer by Seller is true and correct and is a fair and  accurate
     representation  of the financial  condition and results of the operation of
     the Business.

24.  ACCOUNTS  RECEIVABLE:  It is agreed that Seller's accounts  receivable,  if
     any, are not included in the purchase price.

25.  COVENANT NOT TO COMPETE:  Seller and Steven C. Long shall be prevented from
     competing  for a period  of five (5)  years  from the  Closing  Date,  in a
     geographical  area defined as Indian River,  Brevard,  St. Lucie and Martin
     Counties, and shall further be precluded from soliciting existing customers
     or employees  during said five (5) year term.  Steven C. Long hereby agrees
     to join in this  Agreement  for  purposes  of  indicating  his  assent  and
     agreement  to execute  and be  individually  bound by the  Covenant  Not To
     Compete Agreement referred to herein, and attached hereto as Schedule "C".

26.  CLOSING AGENT: The parties here appoint Christopher H. Marine,  Esquire, of
     Gould, Cooksey, Fennell, O'Neill, Marine, Carter & Hafner, P.A., as Closing
     Agent  to  receive,  deposit  and  distribute  funds  for the  parties  and
     acknowledge that Closing Agent shall prepare and obtain execution of escrow
     instructions,  closing  documents and instruments  evidencing the terms and
     conditions of this  transaction,  as are required for the closing,  conduct
     the closing,  and provide for recording of the documents.  Buyer and Seller
     agree to execute said documents as are reasonably  requested by the Closing
     Agent and Seller  agrees to  pay Closing  Agent's fees and  expenses.  Such
     expenses shall include a judgment and lien search.  Such closing  documents
     shall include Seller(s) and Buyer(s)

<PAGE>

     Affidavits,  Closing  Agreement,  Bill of Sale, and such other documents as
     may be necessary,  in the opinion of  the Closing Agent,  to effectuate the
     transaction. Each party shall be responsible for their own attorneys fees.

27.  PRE-CLOSING  COVENANTS:  Buyer and Seller agree not to divulge any business
     or financial  information  pertaining  to the business or this  transaction
     prior to Closing,  except:  (A) Such  information  may be divulged with the
     prior written consent of the other party; and (B) to the extent  necessary,
     the  parties  may reveal  such  information  to their  attorneys  and other
     professionals retained by them to assist them in this transaction.

28.  ASSIGNMENT: Buyer may assign this Agreement.

29.  BROKERS:  Seller acknowledges  and  affirms  unto Buyer that Seller has not
     contacted or dealt with a real estate broker and/or real estate salesperson
     in  conjunction  with  the sale of the  Property.  Buyer  acknowledges  and
     affirms unto Seller that Buyer has not  contacted  or otherwise  dealt with
     either a real  estate  broker or real estate  salesperson.   In the event a
     broker or salesperson  makes a claim for a brokerage  commission,  finder's
     fee,  or  similar  charge,  the  party  who has  contacted  such  broker or
     salesperson  shall  bear  the  full  cost and  expense  of such   brokerage
     commission,  finder's fee, or similar charge.  Each party does hereby fully
     indemnify  and save  and  hold  harmless  the  other  party of and from any
     liability or  obligation  to pay a brokerage  commission,  finder's fee, or
     similar charge.

30.  PARAGRAPH HEADLINES: Captions and paragraph headlines in this Agreement are
     for convenience and reference only and do not define,  describe,  extend or
     limit the scope or intent of this Agreement or any provision herein.

31.  BINDING  EFFECT:  This Agreement shall bind and inure to the benefit of the
     successors,  assigns, personal  representatives,  heirs and legatees of the
     parties  hereto.  The  parties  hereto  acknowledge  that  this  Agreement,
     including all covenants, representations,  warranties and agreements, shall
     survive the Closing of this transaction.

32.  NOTICE: If any party desires to give notice to the other, such notice shall
     be in writing and be deemed given when deposited in the U.S. mail,  postage
     prepaid, certified mail, addressed to the party intended as follows,

     TO SELLER:                         WITH COPY TO:
     STEVEN CRAIG LONG                  STEVE HENDERSON, ESQ.
     P.O. Box 3058                     Moss, Henderson, et al
     Vero Beach, FL 32964-3058          817 Beachland Blvd.
                                        Vero Beach, FL 32963
<PAGE>

     TO BUYER:                          WITH COPY TO:
     CHEFS INTERNATIONAL INC.,          CHRISTOPHER H. MARINE, ESQ.
     a Delaware corporation,            Gould, Cooksey, et al
     Post Office Box 1332               979 Beachland Blvd.
     Point Pleasant Beach, NJ 08742     Vero Beach, FL 32963

33.  ENTIRE  AGREEMENT:  This  Agreement  constitutes  the entire  agreement and
     understanding  of the  parties  and  cannot be  modified  except in writing
     executed by all parties.  All representations made herein shall survive the
     closing.

34.  SEVERABILITY:  In the event that any of the terms, conditions, or covenants
     of this Agreement are held to be  unenforceable  or invalid by any court of
     competent  jurisdiction,  the validity and  enforceability of the remaining
     provisions,  or portions thereof,  shall not be affected thereby and effect
     shall give rise to the intent  manifested  by the  provisions,  or portions
     thereof, held to be enforceable and valid.

35.  GIFT  CERTIFICATES:  Seller has  disclosed to Buyer that there are and will
     be, at the time of Closing,  outstanding and unredeemed gift  certificates.
     There will be no adjustment for promotional  certificates and coupons. With
     respect to cash sale gift  certificates,  Buyer shall be entitled to setoff
     against the rent due under the commercial lease option,  an amount equal to
     sixty-five  percent (65%) of the face value of any such  certificates  that
     are  redeemed  within one (1) year from the date of  Closing.  Any  reduced
     rental  payments   shall be  accompanied  by  copies  of the  redeemed  and
     cancelled gift certificates and a calculation of the setoff amount.

36.  TYPEWRITTEN   OR   HANDWRITTEN   PROVISIONS:   Typewritten  or  handwritten
     provisions  inserted  in this  form  and  acknowledged  by the  parties  as
     evidenced  by their  initials  shall  control   all printed  provisions  in
     conflict therewith.

37.  MISCELLANEOUS:

     (A) This Agreement shall not become effective until it has been executed by
     all of the parties hereto, but shall be dated for purposes hereof as of the
     date and year first above written.

     (B)  This  Agreement  shall be  construed  under  the laws of the  State of
     Florida.

     (C) Time is of the essence.

     (D) This  Agreement  shall be  binding  upon and  inure to the  benefit of,
     respectively,   the  parties,  their  successors,   legal  representatives,
     grantees and assigns, as applicable and appropriate, of all parties of this
     Agreement.

     (E) This Agreement shall  not be construed more strongly against any party,
     regardless of preparation.

     (F) All rights,  powers and remedies  provided herein may be exercised only
     to the extent that the exercise thereof does not violate any applicable

<PAGE>

     laws and are  intended to be limited to the extent  necessary  so that they
     will not render this  Agreement  invalid or  unenforceable.  If any term of
     this Agreement shall be held to be invalid,  illegal or unenforceable,  the
     validity of the other terms of this  Agreement  shall in no way be affected
     thereby.

     (G) This Agreement may be executed in any number of  counterparts,  each of
     which,  when so executed  and  delivered,  shall be an  original,  but each
     counterpart shall together constitute one and the same instrument.

     (H) In the event it becomes necessary for either party herein to seek legal
     means to enforce the terms of this Agreement,  the prevailing party will be
     eligible for all reasonable  attorneys' fees and attorneys' fees on appeal,
     travel expenses,  depositions costs,  expert witness expenses and fees, and
     any other cost of whatever nature  reasonable and  necessarily  incurred by
     the prevailing party as a necessary  incident to the prosecution or defense
     of such action, plus court costs in all proceedings, trials and appeals.

     (I) No waiver of any breach of this Agreement  shall be held to be a waiver
     of any other or subsequent  breach. All remedies afforded in this Agreement
     shall be taken and construed as  cumulative;  this is, in addition to every
     other  remedy  provided  therein or by law.  The failure of either party to
     enforce at any time of the provisions of this Agreement, or to exercise any
     option which is herein  provided,  or to require at any time performance by
     the  other  party  of any  of the  provisions  hereof,  shall  in no way be
     construed  to be a waiver or create an estoppel  from  enforcement  of such
     provisions,  nor in any way affect the  validity of this  Agreement  or any
     part thereof,  or the right of either party to thereafter  enforce each and
     every such provision, or to seek relief as a result of the prior breach.

     (J) The covenants,  warranties and  representations  herein contained shall
     survive the closing of the transaction contemplated hereby.

     (K) This  Agreement  contains the entire  understanding  of the parties and
     supersedes all previous verbal and written  agreements;  there are no other
     agreements, representations or warranties not set forth herein.

The undersigned Buyer expressly  acknowledges  fully reading,  understanding and
receiving  a true copy of this  document.  THIS IS A LEGALLY  BINDING  AND FULLY
ENFORCEABLE  DOCUMENT. A facsimile copy of this document and any signature shall
be construed as original.

DATED AND RECEIVED this 25th day of January, 2002

Witnesses By:                        BUYER:

                                     CHEFS INTERNATIONAL, INC.


/s/ Martin W. Fletcher               By: /s/ Anthony C. Papalia
--------------------------------         Anthony C. Papalia, President
                                     Address: Post Office Box 1332
                                              Point Pleasant Beach, NJ 08742
                                     Tel:

<PAGE>

                               SELLER'S ACCEPTANCE

     The  undersigned  accepts the foregoing  offer and agrees to sell the above
described  Business  and  Assets on the terms and  conditions  of the  foregoing
Agreement. Seller acknowledges receipt of a true copy of this document.

     DATED AND ACCEPTED on the 25th day of January, 2002.

                                     CAUSEWAY FOODS, INC.


/s/ Melissa A. [ILLEGIBLE]           By: /s/ Steven C. Long
    --WITNESS--                          Steven C. Long, President
               (CORPORATE SEAL)      Address: 30 Royal Palm Pointe
                                              Vero Beach, FL 32966
                                     Tel:


                                     MR. MANATEE'S FRANCHISE CORPORATION
                                     By: /s/ Steven C. Long
                                         Its:
                                     Address: 30 Royal Palm Pointe
                                              Vero Beach, FL 32966
                                     Tel:


                                     JOINDER

     The undersigned, STEVEN C. LONG, hereby joins in this Agreement to indicate
assent and  agreement  to be bound by the  non-competition  covenants  contained
herein, and hereby agrees to individually  execute the attached  Non-Competition
Agreement

/s/ Steven C. Long
----------------------------------------
                                             Steven C. Long
<PAGE>

                                  SCHEDULE "A"

                             ASSETS INCLUDED IN SALE

     All items, equipment,  furniture, and personal property located at 30 Royal
     Palm Pointe,  Vero Beach,  Florida,  as more  particularly set forth on the
     2001 Florida Tangible Personal Property Tax Return,  including, but without
     limitation:

Interior Signs                            Shelving
Miscellaneous Lighting                    Miscellaneous Furniture
Security System                           Cooler Walk-In
6 Paddle Fans                             Restaurant Equipment
Miscellaneous Wall Accents                Air Conditioner
2 two-drawer File Cabinets                Cleveland Steamer
4 Booster Seats                           Sign
Miscellaneous Decorations                 Cash Register
Decor - Frame                             Computer Terminal
Miscellaneous Decor Fixtures              Leasehold Improvements
4 50 lb. Deep Fryers                      Miscellaneous Equipment
2 Stainless Hood Systems                  Computers
Hand Sink with Cabinet                    Telephone System
3 ss. Work Tables                         Furniture & Fixtures
6 Burner Range                            Picture
Fire System                               Kitchen Equipment
Galvanized Hood System                    Restaurant Equipment
Fire Extinguishers                        Stereo
Miscellaneous CL Equipment                Scales
GK Miscellaneous Equipment                Table
SM Decor Equipment                        Equipment 10 Yr Life
Miscellaneous Decor Equipment             Beepers
MC Decor Equipment EDW                    Coffee Machine
Lighting Equipment                        Supplies
SM Decor Fixtures                         Table
Electrical System                         Music Equipment
MC Installation                           Computer Upgrade
MC Installation JW                        Prep Table
Misc Decor                                Prep Station and Shelving
Restaurant  Equipment Supply              Cooler
Miscellaneous Restaurant Equipment
Kitchen Equipment
Copy Machine
Convection Oven

<PAGE>

                                  SCHEDULE "B"

Beginning at the Southwest  corner Of Government  Lot 6,Section 31,  Township 32
South, Range 40 East, Indian River County,  Florida,  run N. 0 degrees 23'43" W.
along the West  boundary  of said  Section  31, a distance  of 485.66 feet to an
intersection  with a non-tangent  curve, said curve being the North right of way
line of State  Road 502,  a radial  bearing  to said  curve  bears S. 19 degrees
25'57" E. thence run N. 76 degrees  06'34" E. 198.05 feet to a point of tangency
along the  chord to said  non-tangent  curve having a radius of  1025.37 feet, a
central angle of 11 degrees  05'02",  an arc of 198.36 feet and being concave to
the South;  then continue N. 81 degrees 39'05" E. along the said right of way of
State  Road 502,  a  distance  of 136.47  feet to a point of  curvature;  thence
continue  to a point on a curve of said  right of way of State  Road 502,  N. 67
degrees 59'26" E. 508.41 feet on the chord of a 1076.28 foot radius curve having
a central angle of 27 degrees  19'25",  an arc distance of 513.26 feet and being
concave  to the  Northwest,  said  point  on a curve  being  the  true  point of
beginning; thence  N. 30 degrees 47/31" W. 127.49 feet to a point on the seawall
of the Yacht basin as the same now exists; thence continue on said seawall N. 59
degrees, 38'49" E. 48.48 feet to an angle point; thence continue on said seawall
N. 44 degrees 27'49" E. 196.65 feet; thence S. 56 degrees 20'46" E. 122.57 feet,
to an intersection  with a non-tangent  curve on the North right of way of State
Road 502;  thence run 300.00  feet  Southwesterly  on the arc of a 1076.28  foot
radius  curve  Concave  to the  Northwest,  with a central  angle of 15  degrees
58'14",  and having a 299.03 foot chord  bearing S. 46 degrees  20'33" W. to the
true point Of beginning.

SUBJECT TO that certain fifteen (15)  foot Easement recorded in Official Records
Book 581, Page 177, public records of Indian River County,  Florida. As modified
by Quit-Claim  Deed recorded in Official  Records Book 1056,  page 2920,  public
records of Indian River County, Florida.