EXHIBIT 10.11

                             COMMERCIAL LEASE OPTION

     THIS LEASE AGREEMENT, is made and entered into this 1st day of April, 2002,
by and between  STEVEN CRAIG LONG,  whose address is P.O. Box 3058,  Vero Beach,
Florida   32964-3058   (hereinafter   referred   to  as   "LESSOR")   and  CHEFS
INTERNATIONAL,  INC., A DELAWARE  CORPORATION,  whose address is Post Office Box
1332,  Point  Pleasant  Beach,  New Jersey  08742  (hereinafter  referred  to as
"LESSEE").

                                   WITNESSETH:

     WHEREAS,  LESSEE is desirous of leasing  from LESSOR and LESSOR is desirous
of leasing to LESSEE certain  Property  hereinafter  described,  upon the terms,
covenants and conditions set forth herein;

     NOW, THEREFORE,

          DEMISED  PROPERTY:  In  consideration  of  the  rents,  covenants  and
agreements  contained herein on the part of LESSEE to be observed and performed,
LESSOR hereby  demises and leases unto LESSEE,  and LESSEE rents from LESSOR the
following  described  real property  located and situate in Indian River County,
Florida,   together  with  all  the  buildings,   structures  and   improvements
(hereinafter collectively referred to as the "Property") located thereupon:

          SEE EXHIBIT "A" ATTACHED HERETO, BY REFERENCE MADE A PART HEREOF

The above  Property  is located at 30 Royal Palm  Pointe,  Vero  Beach,  Florida
32960.


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<PAGE>

     2. TERM AND  POSSESSION:  The term of this Lease shall be five (5) years in
length,  commencing  April 1, 2002,  and ending at  midnight  on the 31st day of
March,  2007.  Possession of the Property  shall commence upon execution of this
Lease.

     3. USE AND RESTRICTIONS:

     1.  LESSEE  shall use and  occupy the  Property  as a  restaurant  facility
serving retail beverages,  including beer, wine and liquor sales, for the entire
term of this Lease, and for no other purposes whatsoever.

     2. Any changes or  alterations  necessary  to conform the  Property and its
fixtures to governmental laws and regulations shall be the responsibility of the
LESSOR,  including the obligation to make structural  changes and to comply with
future  enactments not within the original  contemplation  of the parties.  This
includes compliance with accessibility  standards in order to meet the statutory
definition of "Public  accommodation"  and/or a "commercial  facility",  for the
purposes of the Americans With  Disabilities Act, 42 U. S.C. Section 12181.  Any
changes necessary to conform any of LESSEE's removals, alterations, or additions
to such laws shall be the  responsibility of LESSEE. Any structural change to be
made by the LESSEE shall be  approved by the LESSOR, but LESSOR's approval shall
not affect LESSEE's  responsibility for all such legal requirements  relating to
such changes.

     3.  LESSEE  will  neither  use nor permit the  Property  to be used for any
illegal or improper  purposes,  nor permit any  disturbance,  noise or annoyance
whatsoever,  detrimental  to the  Property.  LESSEE shall  promptly  execute and
comply  with  all  statutes,   ordinances,   rules,   orders,   regulations  and
requirements of the Federal, State, and City government and of any and all their
departments  and  bureaus  applicable  to said  Property,  for  the  correction,
prevention,  and  abatement  of  nuisances or other  grievances,  in,  upon,  or
connected with said Property during the Lease term.

     4. Except as stated in this  paragraph 3, LESSEE  shall,  at LESSEE'S  sole
cost and expense, comply with all regulations of all county,  municipal,  state,
federal, and other applicable  governmental  authorities,  now in force or which
may hereafter be in force, pertaining to LESSEE or


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<PAGE>

its use of the leased Property,  and shall faithfully  observe in the use of the
leased  Property  all  municipal  and county  ordinances  and state and  federal
statutes  now in  force  or  which  may  hereafter  be in  force.  LESSEE  shall
indemnify, defend and save LESSOR harmless from penalties, fines, costs, expense
suits,  claims or  damages  resulting  from LESSEE'S  failure  to  perform  its
obligations in this Section.

     4. Rent: In  consideration of LESSOR'S demise of the Property to LESSEE for
the period set forth  above,  LESSEE  shall and hereby  agrees to pay the agreed
total rent of Four Hundred and Eighty Thousand  ($480,000.00)  Dollars,  payable
monthly  to  LESSOR  at the  rate of Eight  Thousand  ($8,000.00)  Dollars.  All
payments  shall be made to LESSOR on the first day of each and every  month,  in
advance without demand,  at the above address or at such other place and to such
other person as LESSOR may from time to time  designate in writing.  In addition
to the above stated rent,  LESSEE agrees to pay any applicable  sales tax on the
rent, with each monthly rental payment.

          Upon the  execution of this Lease,  LESSEE shall pay to LESSOR the sum
of Twelve Thousand Dollars ($12,000.00), representing the first month's rent due
hereunder, along with Four Thousand Dollars ($4,000.00), representing a security
deposit under this lease  agreement.  LESSOR shall hold said security deposit in
an interest bearing account,  and will return the security  deposit,  along with
interest accrued, to the LESSEE, upon the termination of the Lease if the LESSEE
is not in default under any  provision of this Lease.  LESSOR does not guarantee
an amount of interest to be gained on the sums deposited. In addition,  prior to
the release of the security  deposit,  the LESSEE will return all keys to LESSOR
and will furnish its forwarding  address.  Upon inspection by the LESSOR, or its
agent,  revealing  that the premises are being returned by the LESSEE in as good
condition  as at the time of  leasing,  ordinary  wear,  decay and damage by the
elements  excepted,  the security deposit,  together with the interest,  will be
forwarded to LESSEE, within fifteen (15) days of termination of the Lease.

          1.  LESSEE  covenants  to make all  payments  hereunder  promptly  and
without the  necessity of notice or demand by LESSOR;  to quietly and  peaceably
deliver and surrender the


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<PAGE>

Property at the end of the term of this Lease, or any extension thereof, and not
to permit or cause any waste,  impairment or  deterioration of the real property
or the improvements thereon at any time during the term of this Lease.

          2. The first  payment,  including the first month's rent and security,
shall be paid to LESSOR on or before April 1, 2002.

          3. Any  payment of rent not  received  by LESSOR  within ten (10) days
after  becoming  due shall bear a late charge of five (5%) percent of the amount
due.

     5. SUBORDINATION:  This Lease is and shall be subordinate to all mortgages,
which may now or in the  future be a lien  upon the real  property  of which the
demised  Property  form a part and are  recorded  amongst the public  records of
Indian River County,  Florida,  and to any modifications,  extensions,  renewals
and/or replacements thereof, provided, however, that during the initial five (5)
year term of this Lease, LESSOR agrees not to encumber the leased property in an
amount greater than $900,000.00.

     In the event any  proceedings are brought for the foreclosure of, or in any
event of exercise of the power of sale under,  any mortgage  covering the leased
Property  or in the  event a deed is  given in lieu of  foreclosure  of any such
mortgage,  LESSEE  shall  attorn  to  the  purchaser,  or  grantee  in  lieu  of
foreclosure,  upon any such foreclosure or sale and recognize such purchaser, or
grantee in lieu of  foreclosure,  as the  LESSOR  under  this  Lease.  Provided,
however, that if this Lease is in full force and effect, the right to possession
of LESSEE to the Property and  LESSEE's  rights  arising out of this Lease shall
not be affected or disturbed  by the rights of the  mortgagee in the exercise of
any rights under the mortgage or note secured thereby, nor shall LESSEE be named
as a party  defendant to any  foreclosure  to the lien of the  mortgage.  In the
event that the  mortgagee,  or any person,  acquires title to the lease Property
pursuant to the exercise of any remedy provided for in the mortgage,  this Lease
shall not be  terminated  or affected by said  foreclosure  or sale, or any such
proceeding,  and the mortgagee  shall agree that any sale of the leased Property
pursuant  to the  exercise of any rights and  remedies  under the  mortgage,  or
otherwise, shall be made subject to this


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<PAGE>

Lease and the rights of LESSEE hereunder.

     Attached hereto and incorporated herein is the Exhibit "C",  Subordination,
Non-Disturbance and Attornment Agreement between LESSOR,  LESSEE, and LENDER, as
fully  executed by the respective  LESSOR,  LESSEE,  and LENDER,  reflecting the
provisions of this Paragraph 5.

     6. CONDITION OF PROPERTY/ALTERATIONS, REPAIRS AND MAINTENANCE:

          1.  LESSEE  hereby  agrees  to take  the  leased  Property  in "as is"
condition.

          2. No further or additional alterations or additions shall at any time
be made by LESSEE without LESSOR's prior written consent. Said consent shall not
be unreasonably withheld or delayed. If LESSOR shall give its consent, all work,
repairs and  alterations  made by LESSEE shall be done in a good and workmanlike
manner and in compliance with any applicable  governmental rules and regulations
and the cost thereof shall be paid by LESSEE, in cash or its equivalent, so that
the  demised  Property  shall  at all  times be free of  liens,  for  labor  and
materials supplied or claimed to have been supplied to the demised Property. Any
alterations shall immediately become the property of LESSOR, subject only to the
use of same by LESSEE during the term of this Lease.

          3. LESSOR  shall,  at its own expense,  keep,  maintain and repair the
roof and  structural  components  of the  building,  except that LESSEE shall be
responsible  for the repair of the roof and structural  components if the damage
thereto  is caused by the  willful or  negligent  acts of the  LESSEE,  LESSEE's
employees,  agents, or invitees.  LESSEE agrees to make necessary repairs to the
mechanical and  electrical systems thereof,  and the parking areas and sidewalks
located on the leased property. LESSEE shall keep and maintain said Property and
the immediate exterior thereof, including docks, sidewalks, and areas adjoining,
in a clean, safe, secure,  and wholesome  condition and shall defend,  indemnify
and hold  harmless the LESSOR  against any loss,  costs,  damage,  or expense by
reason of any accident,  loss,  casualty,  or damage  resulting to any person or
property  through the use of said Property or by reason of any act or thing done
or undone on or about the said Property.

          4. LESSEE agrees to repair (and,  if necessary,  replace) and maintain
in good and


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operational  order and  condition  the  nonstructural  interior  portions of the
leased Property,  including without limitation doors, windows,  plate and window
glass,  flooring,  plumbing,  heating,  electrical,  air  conditioning,   sewage
facilities and appliances.

          5. Nothing  contained in this Lease shall be construed as a consent on
the part of the LESSOR to subject  the estate of the LESSOR to  liability  under
the Construction Lien Law of the State of Florida, it being expressly understood
that the LESSOR's  estate shall not be subject to such  liability.  LESSEE shall
strictly  comply with the  Construction  Lien Law of the State of Florida as set
forth in Florida  Statutes,  Chapter  713.  In the event that a claim of lien is
filed against the Property in connection with any work performed by or on behalf
of the LESSEE (other than LESSOR's  work),  the LESSEE shall satisfy such claim,
or shall  transfer  same to security,  within thirty (30)  days from the date of
filing.  In the event that the LESSEE  fails to satisfy or transfer  such claim,
within said thirty (30) day period,  the LESSOR may do so and thereafter  charge
the LESSEE,  as additional  rent, all costs incurred by the LESSOR in connection
with the  satisfaction  or transfer of such claim,  including  attorneys'  fees.
Further,  the LESSEE  agrees to indemnify,  defend and save the LESSOR  harmless
from and against  any damage or loss  incurred by LESSOR as a result of any such
claim of lien.

     7.  INSURANCE:  The LESSEE  shall obtain at LESSEE's  expense,  a policy or
policies of liability  insurance for injuries or death of person or persons,  or
damage to property  sustained the demised  Property  with minimum  limits of Two
Million  Dollars  ($2,000,000.00)  for injury or death of any one person and Two
Million  Dollars ($2,000,000.00)  for  injuries  to or  death  of more  than one
person,  in any one accident or multiple  accidents,  and Five Hundred  Thousand
Dollars  ($500,000.00)  damage to  property.  Said  policy or  policies  will be
standard owner's, LESSOR's, and LESSEE's policies and will include the LESSOR as
named  insured and either the original or  duplicate  original of said policy or
policies shall be delivered to the LESSOR and all premiums therefor will be paid
by the LESSEE.

          LESSEE  shall also obtain at LESSEE's  expense,  customary  hazard and
casualty insurance at the full insurable value of the improvements.  Said policy
shall be standard owner's,


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<PAGE>

LESSOR's,  and LESSEE's  policies,  and will include the LESSOR as named insured
and either the original or duplicate  original of said policy or policies  shall
be delivered to the LESSOR and all premiums therefor will be paid by LESSEE.

          Except  as  specifically  set forth  herein,  neither  party  shall be
required  to keep or  maintain  insurance  for the benefit of the other party in
respect to the said Property or any contents therein.

     8. DAMAGE BY FIRE OR OTHER CASUALTY: Should the building or premises herein
leased by the LESSOR unto the LESSEE,  either prior to the beginning of the term
hereof or during the term hereof,  be damaged by fire or other  casualty,  then,
provided insurance proceeds are available,  the LESSOR shall restore,  repair or
rebuild the premises  including any additions or improvements  made by LESSOR or
by LESSEE, on the same plan and design as existed immediately before such damage
or  destruction  occurred,  and the materials  used in repair shall be as nearly
like original  materials as may then be reasonably  procured in regular channels
of supply.  When the  premises  shall be  sufficiently  repaired and restored or
rebuilt  and in the  condition  that  they  were  prior  to said  fire or  other
casualty,  then the LESSEE shall be given possession  thereof and from that time
shall pay rent as hereinabove provided; provided, however, that from the date of
such fire or other  casualty  until  such  time as said  premises  are  rebuilt,
repaired or restored, all rent and other expenses thereon shall be abated.

     9.  INDEMNIFICATION:  LESSEE shall  indemnify,  defend,  and hold  harmless
LESSOR,  its  successors  and  assigns,  from and  against  any and all  claims,
demands,  losses,  liabilities,  judgments and expenses of any nature whatsoever
including  reasonable  attorneys' fees both at trial and appellate level and all
costs of  litigation,  which may be asserted  against or imposed  upon LESSOR or
LESSOR'S title to or interest in the leased  Property and which may arise out of
or be  attributable  to,  directly or indirectly:  (a) LESSEE'S  interest in and
possession  of the  leased  Property  under this  Lease,  (b) the  ownership  or
operation by LESSEE of its business on the leased Property, (c) any negligent or
willful


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act  or  omission  by  LESSEE,  or any of  its  agents,  contractors,  servants,
employees,  licensees,  customers,  or  invitees,  (d) injury to or death of any
person  (including  without  limitation,  the  public)  or loss or damage to any
property,  including loss of use thereof,  occurring on the leased Property as a
result of any  negligence  or willful act or  omission by LESSEE,  or any of its
agents, contractors,  servants, employees, licensees, customers, or invitees, or
(e) any  failure  by LESSEE to  perform  or  comply  with any of the  covenants,
agreements,  terms,  or  conditions  to be performed or complied  with by LESSEE
hereunder.

     10.  CONDEMNATION:  The  parties  hereto  agree  that  should  the  demised
Property,  or such portion  thereof as will make the  Property  unusable for the
purposes herein leased, be taken or condemned by competent  authority for public
or  quasi-public  use,  then  this  Lease  shall  terminate  from the date  when
possession  of the part so taken shall be  required  for the use and purpose for
which it had been taken. In the event any part of the building,  or common area,
or  rights-of-way  adjoining,  or approaches  thereto are taken in  condemnation
proceedings  so that,  in the  reasonable  judgment  of LESSEE and  LESSOR,  the
Property remaining substantially affects LESSEE'S business operation, LESSEE may
cancel the Lease,  or, at its option,  retain the Property.  If LESSOR agrees to
restore the entire remaining  building to proper  tenantable  condition,  rental
shall abate and this Lease  shall  continue  in effect.  If the Lease  continues
after a partial taking, the rent shall abate proportionately as to that taking.

          Although all damages in the event of any condemnation are to belong to
LESSOR,  whether such damages are awarded as compensation or diminution in value
of the leasehold or the fee of the leased Property,  LESSEE shall have the right
to claim and recover  from the  condemning  authority,  but not from the LESSOR,
such  compensation  as may be  separately  awarded or  recoverable  by LESSEE in
LESSEE'S  own right on account of any damage to  LESSEE'S  business by reason of
the condemnation and for or on account of any cost or loss to which LESSEE might
be  put  in  removing  LESSEE'S  merchandise,   furniture,  fixtures,  leasehold
improvements and equipment from the leased Property.


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     11.  ASSIGNMENT  AND  SUBLETTING:  LESSEE,  for it and  its  successors  or
assigns, expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor sublet or underlet, nor suffer or permit the demised Property, or
any part  thereof,  to be used by others  without the prior  written  consent of
LESSOR in each  instance,  which  cannot be  unreasonably  withheld  or delayed.
Notwithstanding  any provision  herein to the  contrary,  LESSEE may assign this
Lease without  LESSOR's  consent to any  corporation  which is  affiliated  with
LESSEE,  or to any corporation with or into which LESSEE merges or consolidates,
or which acquires  substantially all of the assets of LESSEE's  operations.  If,
with consent of LESSOR, this Lease be assigned,  or the demised Property, or any
part thereof, be underlet or occupied by anybody other than LESSEE,  LESSOR may,
after  default  by  LESSEE,  collect  rent from the  assignee,  under-tenant  or
occupant, and apply the net amount collected to the rent herein reserved, but no
such  assignments,  underletting,  occupancy  or  collection  shall be deemed to
relieve  LESSEE of any of its  obligations  hereunder  nor be deemed a waiver of
this covenant,  or the acceptance of the assignee,  under-tenant  or occupant as
tenant, or a release of LESSEE named herein from the further performance by such
LESSEE  of the  covenants  on the  part of  LESSEE  herein  contained,  it being
understood and agreed that the LESSEE named herein shall,  at all times,  remain
the primary obligor under this Lease.  The consent by LESSOR to an assignment or
underletting  shall not in anywise be construed to relieve LESSEE,  or any other
tenant or occupant of the demised Property,  from obtaining the express consent,
in writing, of LESSOR to any further assignment or underletting.

     12. TAXES AND ASSESSMENTS: LESSEE shall pay before delinquency all personal
property  taxes on the  furniture,  fixtures,  equipment  and other  property of
LESSEE  located  in the  leased  Property,  together  with real  property  taxes
attributable to the Property for the entire term of the Lease.

     13.  UTILITIES:  LESSEE shall pay, in addition to the rent above specified,
all charges for


                                  Page 9 of 19
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gas,  electricity,  and water used on the Property,  and for all other utilities
furnished to the Property  directly by separate meters serving only the Property
leased  herein.  LESSOR  shall not be liable to the LESSEE for any  stoppage  of
either the water, sewage, heating, cooling, or electrical service for the leased
Property,  or any  part of the  mechanical  plant  of the  leased  Property  not
directly  due to lack of  ordinary  care by the  LESSOR or arising  from  riots,
strikes,  unavoidable  accidents  or  casualty,  or other like or unlike  causes
beyond  the  control  of the  LESSOR or for any  stoppage  thereof  for  needful
repairs, or for improvements,  provided the LESSOR uses reasonable  diligence to
resume such service.

     14. REMEDIES OF LESSOR:

          1.

               (i) If LESSEE shall  default in the payment of the rent  reserved
herein,  or in the payment of any item of  additional  rent or other  monies due
hereunder, or any part of same, or LESSEE shall default in the observance of any
of the other  terms,  covenants  and  conditions  of this Lease and such default
continues for more than thirty (30) days after  written  notice of such default;
or

               (ii) If the  demised  Property  shall be  abandoned,  deserted or
vacated,  or if LESSEE shall sublet the demised Property or assign this Lease to
an unapproved party as hereinabove provided;

               (iii) If LESSEE  shall  make an  assignment  for the  benefit  of
creditors,  of file a voluntary  petition in  bankruptcy,  or be  adjudicated as
bankrupt by any court and such  adjudication  shall not be vacated within thirty
(30) days,  or LESSEE  takes the  benefit of any  insolvency  act,  or LESSEE be
dissolved  voluntarily or involuntarily or have a receiver of LESSEE's  property
appointed  in any  proceedings  other  than  bankruptcy  proceedings,  and  such
appointment shall not be vacated within thirty (30) days after it has been made,
then, upon the happening of any one or more of the defaults or events  specified
above,  this Lease,  and the term hereof,  shall,  upon the date  specified in a
written  notice from LESSOR,  which date shall not be less than thirty (30) days
after the date of mailing of such notice by LESSOR,  wholly cease and  terminate
with the same force and effect as


                                  Page 10 of 19
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though the date so specified  were the date  hereinabove  first set forth as the
date of  expiration  of the term of this Lease;  and  thereupon,  or at any time
thereafter,  LESSOR may re-enter said  Property and have  possession of the same
and/or may recover possession thereof by legal proceeding.

          b.  In  case  of  any  such  default,   re-entry,   expiration  and/or
dispossession by summary proceedings,  or otherwise, LESSEE shall, nevertheless,
remain  and  continue  to be  liable  to  LESSOR  in a sum equal to all rent and
additional  rent herein  reserved for the balance of the term herein  demised as
the same may become due and payable pursuant to the terms of this Lease.  LESSOR
may  repair or alter the  demised  Property  in such  manner as LESSOR  may deem
necessary or  advisable,  and/or let or re-let the demised  Property and any and
all parts  thereof for the whole or any part of the  remainder  of the  original
term hereof or for a longer period, in LESSOR's name, or as the agent of LESSEE,
and, out of any rent so collected or received,  LESSOR shall,  first,  pay to it
the expense and cost of retaking,  repossessing,  repairing  and/or altering the
demised  Property,  and  the  expense  of  removing  all  persons  and  property
therefrom,  and second,  pay to it any cost or expense sustained in securing any
new tenant or tenants, and, third, pay to it any balance remaining on account of
the liability of LESSEE to LESSOR for the sum equal to the rent reserved  herein
unpaid by LESSEE for the  remainder  of the term  herein  demised.  Any entry or
re-entry by LESSOR, whether had or taken under summary proceedings or therewith,
shall not absolve or discharge LESSEE from liability hereunder.

          c. Should any rent so collected by LESSOR after the payment  aforesaid
be  insufficient  fully to pay to LESSOR a sum equal to all rent and  additional
rent herein  reserved,  the balance or deficiency shall be paid by LESSEE on the
rent days herein  specified,  that is, upon each of such rent days, LESSEE shall
pay to LESSOR the amount of the deficiency then existing and LESSEE shall be and
remain liable for any such  deficiency,  and the right of LESSOR to recover from
LESSEE  the  amount  thereof,  or a sum  equal  to the  amount  of all  rent and
additional rent herein reserved, if there shall be no re-letting,  shall survive
the issuance of any dispossessory warrant or other termination hereof.

          d. Suit or suits for the recovery of such deficiency or damage, or for
a sum equal


                                  Page 11 of 19
<PAGE>

to any installment or installments of rent or additional rent hereunder,  may be
brought by LESSOR from time to time at  LESSOR's  election,  and nothing  herein
contained  shall be deemed to  require  LESSOR  to await the date  wherein  this
Lease,  or the term hereof,  would have expired by limitation  had there been no
such default by LESSEE or no such termination or  cancellation.  LESSOR shall be
entitled to reasonable attorney's fees plus costs.

          e. The LESSOR may apply the security  deposit and all interest accrued
thereon  against any  liability of the LESSEE  arising by virtue of the LESSEE's
default under this Lease.

     15.  ACCESS TO  PROPERTY:  LESSOR  shall  have the right to enter  upon the
Property  during  regular  business  hours upon  twenty-four  (24) hours advance
written notice to LESSEE,  (except that no such advance notice shall be required
in cases of emergency)  to examine the same, to make such repairs,  additions or
alterations as may be deemed necessary for the safety,  comfort, or preservation
thereof, and to confirm compliance with the provisions of this Lease.

     16.  Notices:  All  notices to be given  pursuant to this Lease shall be in
writing and shall be sent by prepaid certified or registered mail to the address
of the  parties  below  specified  or at such  other  address as may be given by
written notice in the manner prescribed in this paragraph. Any notices to LESSOR
shall be sent to LESSOR at: P.O. Box 3058, Vero Beach, Florida 32964-3058,  with
a copy to Steve L. Henderson, Esq., 817 Beachland Boulevard, Vero Beach, Florida
32963; and LESSEE's address for notices shall be at the following address:  Post
Office  Box  1332,  Point  Pleasant  Beach,  New  Jersey  08742,  with a copy to
Christopher H. Marine, Esq., 979 Beachland Boulevard, Vero Beach, Florida 32963.

     17. No Waiver:  No delay or omission of the exercise of any right by either
party  hereto  shall  impair any such right or shall be construed as a waiver of
any default or as  acquiescence  therein.  One or more waivers of any  covenant,
term or  condition  of this Lease by either  party shall not be construed by the
other party as a waiver of a subsequent breach of the same covenant, term or


                                  Page 12 of 19
<PAGE>

condition.  No  requirements  whatsoever of this Lease shall be deemed waived or
varied  because of either  party's  failure to delay in taking  advantage of any
default,  and LESSOR's  acceptance of any payment from LESSEE with  knowledge of
any default shall not constitute a waiver of LESSOR's  rights in respect to such
default,  nor of any  subsequent or continued  breach of any such default or any
other  requirement  of this Lease.  All  remedies  provided  for herein shall be
construed as cumulative and shall be in addition to every other remedy otherwise
available to LESSOR.

     18. END OF TERM:  Upon the  expiration or other  termination of this Lease,
LESSEE shall quietly  surrender  possession of the Property to LESSOR and return
the  Property  to LESSOR in as good  condition  as when  first  occupied  at the
commencement hereof,  reasonable wear and tear excepted.  If the last day of the
term of this Lease falls on a Sunday,  this Lease shall  expire on the  business
day immediately following.

     19.  RELATIONSHIP OF PARTIES:  Nothing herein  contained shall be deemed or
construed by the parties hereto,  nor by any third party,  as  constituting  the
LESSOR a partner of LESSEE in the conduct of LESSEE's  business,  or as creating
the  relationship of principal and agent or joint venturers  between the parties
hereto;  it being the  intention  of the parties  hereto  that the  relationship
between  them is and shall at all  times  during  the term of this  Lease be and
remain that of LESSOR and LESSEE only.

     20. NO BROKER:  LESSOR acknowledges and affirms unto LESSEE that LESSOR has
not contacted or dealt with a real estate broker and/or real estate  salesperson
in conjunction  with the lease/option of the property.  LESSEE  acknowledges and
affirms unto LESSOR that LESSEE 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


                                  Page 13 of 19
<PAGE>

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.

     21. CAPTIONS:  The paragraph  captions contained herein are for convenience
only and do not define,  limit or construe the contents of such  paragraphs  and
are in no way to be construed as a part of this Lease.

     22.  DEFINITIONS:  Words of any gender  used in this Lease shall be held to
include  any other  gender  and words in the  singular  number  shall be held to
include the plural when the sense requires.

      23.  AUTHORITY TO EXECUTE:  LESSOR and LESSEE do each hereby  represent to
the other that it has the capacity and  authority to enter into this  agreement.
LESSOR is the fee simple owner of the real property and  improvements  which are
the subject of this Lease.

     24. SUCCESSORS IN INTEREST:  All provisions herein contained shall bind and
inure to the benefit of the respective  parties  hereto,  their heirs,  personal
representatives, successors and assigns.

     25. QUIET  ENJOYMENT:  LESSOR  agrees that it has lawful title and right to
make this Lease for the term  aforesaid  and that it will  provide  LESSEE  with
evidence  thereof  prior to the time at which  LESSEE  takes  possession  of the
Property, and that it will put the LESSEE into complete and exclusive possession
of the  Property,  including  use of the  common  area,  free  from all  orders,
restrictions,  and notices of any public or quasi-public authority,  and that if
the LESSEE shall pay the rental and perform all the covenants and  provisions of
this Lease to be  performed  by the LESSEE,  the LESSEE  shall,  during the term
demised,  freely,  peaceably and quietly occupy and enjoy the full possession of
the  Property  hereby  leased,  including  the use of the common  area,  and the
tenements,  hereditaments and appurtenances thereunto belonging,  and the rights
and privileges  herein  granted,  without  molestation  or hindrance,  lawful or
otherwise, and that if at any time during the term hereby


                                  Page 14 of 19
<PAGE>

demised the title of the LESSOR shall fail or be discovered not to enable LESSOR
to grant the term hereby demised,  the LESSEE shall have the option to annul and
void this Lease.

     26.  SURVIVABILITY  OF WARRANTIES:  The  representations  and warranties of
LESSOR provided above shall be continuing in nature,  and they shall survive the
termination of this Lease.

     27. RADON: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient  quantifies,  may present health risk to
persons who are exposed to it over time. Levels of radon that exceed Federal and
State Guidelines have been found in buildings in Florida. Additional information
regarding  radon and radon testing may be obtained from the county public health
unit.

     28.  OPTION TO RENEW LEASE: So  long as the LESSEE  is  not then in default
in the payment  rent, or in the  performance  of any of the terms of this Lease,
the LESSOR hereby grants to LESSEE an option to renew this Lease for up to three
(3) additional five (5) year terms. To exercise said option,  LESSEE must notify
LESSOR,  in  writing,  on or  before  ninety  (90)  days  prior  to the  date of
expiration  of the initial  term, or ninety (90) days prior to expiration of any
subsequent  renewal  term of this  Lease,  that LESSEE  elects to exercise  said
option.  The renewal  terms will be subject to the same terms and  conditions as
provided  herein,  except that the rent due shall be  adjusted  as follows:  the
rental  payment  shall be  increased  by ten  percent  (10%) for the  additional
five-year renewal term.

     29.  PERSONAL  PROPERTY:  All personal  property  WHICH have been placed or
moved in the leased Property by LESSEE during the period of LESSEE'S  possession
and occupancy  shall remain  LESSEE'S  property,  and LESSEE may remove the same
upon the  termination  hereof,  to the fullest extent  permitted by Florida law;
provided,  however,  LESSEE  shall  repair  any  damage to the  leased  Property
occasioned or resulting from said removal.


                                  Page 15 of 19
<PAGE>

     30.  RECORDING/MEMORANDUM  OF LEASE:  LESSOR  and  LESSEE  shall  execute a
Memorandum of Lease in recordable  form. Such Memorandum  shall not disclose the
monthly rent and may be recorded in the public  records of Indian River  County,
Florida. The form of Memorandum of Lease is attached hereto as Exhibit "D".

     31. OPTION TO PURCHASE:  For and in  consideration  of the mutual covenants
and conditions as contained herein, LESSOR hereby grants to the LESSEE the right
to purchase the Property,  upon the following  terms and  conditions,  and those
terms and conditions of the Contract for Sale and Purchase,  attached hereto and
incorporated herein (known as Exhibit "B").

          a. The total  purchase  price shall be the sum of One Million  Seventy
Five  Thousand  Dollars  ($1,075,000.00),  and  shall be a gross  amount  to the
LESSOR.  There shall be a standard  division of closing  costs as are  generally
applicable  in  transactions  taking place in Vero Beach,  Indian River  County,
Florida,  and the provisions  for division of closing costs as contained  within
Exhibit "A".

          b. If LESSEE  elects to exercise  this  option,  LESSEE shall do so by
giving notice  thereof in writing to LESSOR  delivered by certified  mail return
receipt  requested,  no later than ninety (90) days prior to the expiration date
of the  first  five (5) year  term of this  Lease,  time  being of the  essence.
Simultaneously  therewith  LESSEE  shall post,  $53,750.00  as an earnest  money
deposit, in escrow with Gould,  Cooksey,  Fennell,  O'Neill,  Marine,  Carter, &
Hafner, P.A., or such other escrow agent as may be mutually designated by LESSOR
and LESSEE.

          c. This option  shall  remain in force to the  expiration  date of the
first  five  (5)  year  term  of  this  Lease,  conditioned  upon  the  faithful
performance  by the  LESSEE of all the  covenants,  conditions,  and  agreements
required to be performed  by it as LESSEE  under this Lease,  and the payment by
the LESSEE of all basic rent,  additional  rent,  and other special  payments as
provided  in this Lease to the date of the  completion  of the  purchase  of the
property by LESSEE. In the event this Lease is terminated,  then, in that event,
the option to purchase hereunder shall terminate.


                                  Page 16 of 19
<PAGE>

          d. Notice:  The notice of exercise of the option,  the notice required
to extend the option, or any other notices required under this agreement,  shall
be given  by  certified  mail/return  receipt  requested,  and  shall be  deemed
delivered as of the postmark date. Notices shall be directed to the parties,  as
follows:

          TO SELLER:                                 WITH COPY TO:
          STEVEN CRAIG LONG                          STEVE HENDERSON, ESQ.
          P. 0. Box 3058                             Moss, Henderson, et al
          Vero Beach, Florida 32964-3058             817 Beachland Blvd.
                                                     Vero Beach, FL 32963

          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, New Jersey 08742     Vero Beach, FL 32963

          e. The  closing  shall  take place at the  offices of Gould,  Cooksey,
Fennell,  O'Neill,  Marine,  Carter & Hafner,  P.A., 979 Beachland  Blvd.,  Vero
Beach,  Florida  32963,  or such other place as the  parties  may agree,  within
fifteen (15) days following expiration of the initial five (5) year term of this
Lease,  provided,  however,  that if said  date is a  Saturday,  Sunday or legal
holiday,  the closing  shall occur on the next ensuing  business  day. Not later
than thirty (30) days prior to the closing date,  LESSOR shall provide to LESSEE
a title insurance  commitment to the Property in an amount equal to the purchase
price. At the time of closing, LESSOR shall convey title to the demised Property
to the LESSEE, by good and sufficient General Warranty Deed, warranting title to
be free and  clear of all  liens,  charges,  encumbrances,  clouds  or  defects,
whatsoever,  except easements of record, and taxes for the current year, not yet
due and  payable.  Real estate  taxes shall not be prorated  Rent due under this
Lease shall be pro-rated for the fifteen (15) days  subsequent to the expiration
of the Lease, and an appropriate  adjustment made. Any outstanding  municipal or
governmental  assessments,  including  but not limited to those  relating to the
Royal Palm Pointe project shall be satisfied by LESSOR.

          7. Provided that the option is exercised,  the terms and provisions of
the Exhibit "B" Contract shall govern the parties with respect to closing of the
transaction. The Effective Date


                                  Page 17 of 19
<PAGE>

under the terms of the Contract  shall be deemed the date on which the Notice of
Exercise of the Option is delivered.

          h.  Buyer  hereby  agrees to  purchase  the  property  in its  present
condition  at  closing.  Standards  D and N of the  Standards  for  Real  Estate
Transactions  of the  Contract  are hereby  deleted,  it being  agreed that this
purchase shall be on an "as is" basis.

          i. This Option to Purchase shall be assignable by LESSEE,  but only to
an assignee approved or exempted from approval under Section 11 of this Lease.

     32. ENTIRE AGREEMENT: This instrument of lease contains the entire and only
agreement between the parties  concerning the demised Property and no prior oral
or written  statements  or  representations,  if any, of any party hereto or any
representative  of a party hereto not contained in this  instrument,  shall have
any force or effect.  This Lease  shall not be  modified  in any way except by a
writing executed by LESSOR and LESSEE,  and no oral agreement or representations
for rental shall be deemed to constitute a lease other than this agreement. This
agreement  shall not be binding  until it shall have been executed by LESSEE and
LESSOR.

     33.  COUNTERPARTS:  This   Lease  may  be  executed  in  two  (2)  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day first above written.

Witnesses:                              LESSOR:
As to LESSOR

/s/ Sandra Rennick                     /s/ Steven Craig Long
-------------------                    ---------------------
    SANDRA RENNICK                         STEVEN CRAIG LONG


/s/ Steve Henderson
-----------------------------------
    STEVE HENDERSON


                                  Page 18 of 19
<PAGE>

                                        LESSEE: CHEFS INTERNATIONAL,
As to LESSEE:                           INC., a Delaware corporation


/s/ Martin W. Fletcher                  /s/ Anthony C. Papalia
-----------------------------------
                                        By: Anthony C. Papalia, President

/s/ Cynthia L. Harter
-----------------------------------


                                  Page 19 of 19