EXHIBIT 10.4.1

[FIRST UNION LOGO]

                                 LOAN AGREEMENT

FIRST UNION NATIONAL BANK
190 RIVER ROAD
SUMMIT, NEW JERSEY 07901
(Hereinafter referred to as the "Bank")

CHEFS INTERNATIONAL, INC
62 BROADWAY
POINT PLEASANT BEACH, NEW JERSEY 08742
(Individually and collectively "Borrower)

This Loan  Agreement  ("Agreement)  is entered into  September  7, 2001,  by and
between Bank and Borrower.

This  Agreement  amends and restates in its entirety that certain Loan Agreement
dated  June  23,  2000  and  applies  to the  loan or  loans  (individually  and
collectively,  the  "Loan')  evidenced  by one or more  promissory  notes  dated
September 7, 2001 or other notes subject  hereto,  as modified from time to time
(whether  one or more,  the  "Note")  and all Loan  Documents.  The terms  "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note.

Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  ACCURATE  INFORMATION.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete.  Any such information  relating to Borrower's financial condition will
accurately  reflect  Borrower's  financial  condition as of the date(s) thereof,
(including  all  contingent  liabilities  of every type),  and Borrower  further
represents that its financial  condition has not changed materially or adversely
since the  date(s)  of such  documents.  AUTHORIZATION;  NON-CONTRAVENTION.  The
execution,   delivery  and  performance  by  Borrower  and  any  guarantor,   as
applicable,  of this  Agreement and other Loan  Documents to which it is a party
are within its power,  have been duly  authorized  as may be  required  and,  if
necessary,  by making appropriate  filings with any governmental  agency or unit
and are the legal,  binding,  valid and enforceable  obligations of Borrower and
any guarantors;  and do not (i) contravene,  or constitute  (with or without the
giving of  notice  or lapse of time or both) a  violation  of any  provision  of
applicable law, a violation of the  organizational  documents of Borrower or any
guarantor, or a default under any agreement, judgment, injunction, order, decree
or other instrument  binding upon or affecting  Borrower or any guarantor,  (ii)
result in the creation or imposition of any lien (other than the lien(s) created
by the Loan Documents) on any of Borrower's or any guarantors  assets,  or (iii)
give cause for the  acceleration of any obligations of Borrower or any guarantor
to any other creditor.  ASSET OWNERSHIP.  Borrower has good and marketable title
to all of the  properties  and  assets  reflected  on  the  balance  sheets  and
financial  statements  supplied Bank by Borrower,  and all such  properties  and
assets are free and clear of mortgages, security deeds, pledges, liens, charges,
and all other encumbrances, except as otherwise disclosed to Bank by Borrower in
writing and approved by Bank ("Permitted  Liens"). To Borrower's  knowledge,  no
default  has  occurred  under any  Permitted  Liens  and no claims or  interests
adverse to Borrower's  present  rights in its properties and assets have arisen.
DISCHARGE OF LIENS AND TAXES.  Borrower has duly filed,  paid and/or  discharged
all taxes or other  claims  which may  become a lien on any of its  property  or
assets,  except to the extent that such items are being appropriately  contested
in  good  faith  and an  adequate  reserve  for the  payment  thereof  is  being
maintained.  SUFFICIENCY OF CAPITAL.  Borrower is not, and after consummation of
this  Agreement and after giving effect to all  indebtedness  incurred and liens
created by Borrower in  connection  with the Note and any other Loan  Documents,
will not be, insolvent within the meaning of 11 U.S.C. ss. 101 (32). COMPLIANCE


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WITH LAWS. Borrower is in compliance in all respects with all federal, state and
local laws,  rules and  regulations  applicable to its  properties,  operations,
business, and finances, including, without limitation, any federal or state laws
relating  to  liquor  (including  18  U.S.C.  ss.  3617,  et seq.) or  narcotics
(including  21 U.S.C.  ss.  801,  et seq.)  and/or any  commercial  crimes;  all
applicable,  federal,  state and local laws and regulations  intended to protect
the  environment;  and the Employee  Retirement  Income Security Act of 1974, as
amended ("ERISA"), if applicable.  ORGANIZATION AND AUTHORITY. Each corporate or
limited  liability  company Borrower and/or  guarantor,  as applicable,  is duly
created,  validly  existing and in good standing  under the laws of the state of
its organization,  and has all powers,  governmental  licenses,  authorizations,
consents and approvals  required to operate its business as now conducted.  Each
corporate or limited liability company Borrower and/or guarantor, as applicable,
is duly  qualified,  licensed and in good  standing in each  jurisdiction  where
qualification  or  licensing  is required  by the nature of its  business or the
character and location of its property,  business or customers, and in which the
failure  to so  qualify or be  licensed,  as the case may be, in the  aggregate,
could  have a  material  adverse  effect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor.  NO LITIGATION.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing, and approved by Bank

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,  Borrower will: ACCESS TO BOOKS AND RECORDS. Allow Bank, or its agents,
during  normal  business  hours,  access to the  books,  records  and such other
documents of Borrower at Bank shall reasonably  require,  and allow Bank to make
copies thereof at Bank's expense.  BUSINESS CONTINUITY.  Conduct its business in
substantially  the same  manner and  locations  as such  business is now and has
previously  been  conducted.  CERTIFICATE OF FULL  COMPLIANCE  FROM  ACCOUNTANT.
Deliver to Bank, with the financial  statements required herein, a certification
by Borrower's  independent  certified public accountant that Borrower is in full
compliance with the Loan Documents.  COMPLIANCE  WITH OTHER  AGREEMENTS.  Comply
with all terms and conditions  contained in this  Agreement,  and any other Loan
Documents, and swap agreements,  if applicable,  as defined in the 11 U.S.C. ss.
101.  ESTOPPEL  CERTIFICATE.  Furnish,  within 15 days after  request by Bank, a
written statement duly acknowledged of the amount due under the Loan and whether
offsets or defenses exist against the Obligations.  INSURANCE. Maintain adequate
insurance  coverage with respect to its properties and business  against loss or
damage of the kinds and in the amounts  customarily insured against by companies
of established  reputation engaged in the same or similar businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from  such  companies  as Bank  may  reasonably  require.  MAINTAIN  PROPERTIES.
Maintain,  preserve and keep its  property in good,  repair,  working  order and
condition,  making all needed replacements,  additions and improvements thereto,
to the extent allowed by this Agreement.  NON-DEFAULT CERTIFICATE FROM BORROWER.
Deliver to Bank,  with the Financial  Statements  required  below, a certificate
signed by Borrower,  in the form attached hereto as Exhibit A, if Borrower is an
individual,  or by a principal  financial officer of Borrower warranting that no
"Default'  as  specified in the Loan  Documents  nor any event  which,  upon the
giving of notice or lapse of time or both, would constitute such a Default,  has
occurred and demonstrating  Borrower's  compliance with the financial  covenants
contained  herein.  NOTICE OF DEFAULT AND OTHER NOTICES.  (A) NOTICE OF DEFAULT.
Furnish  to  Bank  immediately  upon  becoming  aware  of the  existence  of any
condition  or  event  which  constitutes  a  Default  (as  defined  in the  Loan
Documents)  or any event  which,  upon the  giving of notice or lapse of time or
both, may become a Default,  written notice  specifying the nature and period of
existence  thereof and the action  which  Borrower is taking or proposes to take
with respect thereto. (b) OTHER NOTICES.  Promptly notify Bank in writing of (i)
any material adverse change in its financial condition or its business; (ii) any
default under any material  agreement,  contract or other instrument to which it
is a party or by which any of its properties are bound,  or any  acceleration of
the maturity of any indebtedness  owing by Borrower;  (iii) any material adverse
claim  against or  affecting  Borrower or any part of its  properties;  (iv) the
commencement  of, and any material  determination  in, any  litigation  with any
third party or any proceeding  before any governmental  agency or unit affecting
Borrower;  and (v) at least 30 days prior thereto, any change in Borrower's name
or address as shown  above,  and/or any change in  Borrower's  structure.  OTHER
FINANCIAL  INFORMATION.  Deliver promptly such other  information  regarding the
operation,  business affairs, and financial condition of Borrower which Bank may
reasonably request.


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PAYMENT OF DEBTS.  Pay and discharge  when due, and before subject to penalty or
further  charge,  and otherwise  satisfy  before  maturity or  delinquency,  all
obligations,  debts, taxes, and liabilities of whatever nature or amount, except
those which  Borrower in good faith  disputes.  REPORTS AND PROXIES.  Deliver to
Bank, promptly, a copy of all financial statements,  reports, notices, and proxy
statements,  sent by  Borrower  to  stockholders,  and all  regular or  periodic
reports  required  to be  filed by  Borrower  with any  governmental  agency  or
authority.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent in writing,  Borrower will not: CHANGE IN FISCAL YEAR. Change its fiscal
year. CHANGE OF CONTROL.  Borrower shall not make a material change of ownership
that effectively  changes control of Borrower or changes the current  management
structure and personnel.  ENCUMBRANCES.  Create,  assume, or permit to exist any
mortgage,   security  deed,  deed  of  trust,  pledge,  lien,  charge  or  other
encumbrance on any of its assets, whether now owned or hereafter acquired, other
than:  (i) security  interests  required by the Loan  Documents;  (ii) liens for
taxes  contested  in good  faith;  (iii)  liens  accruing  by law  for  employee
benefits; (iv) Permitted Liens; or (v) indebtedness not to exceed $150,000.00 in
any  fiscal  year  for  the  purpose  of  purchasing  machinery  and  equipment.
GUARANTEES.  Guarantee or otherwise  become  responsible  for obligations of any
other  person or  persons  other than the  endorsement  of checks and drafts for
collection  in the ordinary  course of business.  DEFAULT ON OTHER  CONTRACTS OR
OBLIGATIONS.  Default on any material  contract with or obligation when due to a
third party or default in the  performance  of any  obligation  to a third party
incurred for money borrowed.  GOVERNMENT  INTERVENTION.  Permit the assertion or
making of any  seizure,  vesting or  intervention  by or under  authority of any
government by which the  management of Borrower or any guarantor is displaced of
its authority in the conduct of its respective  business or its such business is
curtailed or  materially  impaired.  JUDGMENT  ENTERED.  Permit the entry of any
monetary judgment or the assessment against, the filing of any tax lien against,
or the issuance of any writ of garnishment or attachment against any property of
or debts  due  Borrower  in an  amount  in  excess  of  $50,000.00  which is not
discharged  or execution is not stayed  within 30 days of entry.  PREPAYMENT  OF
OTHER DEBT.  Retire any  long-term  debt  entered into prior to the date of this
Agreement  at a date in  advance  of its legal  obligation  to do so.  RETIRE OR
REPURCHASE CAPITAL STOCK.  Retire or otherwise acquire any of its capital stock,
with the  exception  of 400,000  shares at market  value  through  May 15,  2002
approved under waiver letter dated May 15, 2000, and 270,000 shares at $2.10 per
share (above market) as approved under waiver letter dated August 22,2001.

ANNUAL  FINANCIAL  STATEMENTS  Borrower  shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules  and in  reasonable  detail,  prepared in  conformity  with  generally
accepted accounting  principles,  applied on a basis consistent with that of the
preceding year. If audited statements are required, all such statements shall be
examined by an independent  certified public accountant  acceptable to Bank. The
opinion of such independent  certified public accountant shall not be acceptable
to Bank if qualified due to any  limitations in scope imposed by Borrower or any
other person or entity. Any other qualification of the opinion by the accountant
shall render the  acceptability  of the financial  statements  subject to Bank's
approval.  If audited  statements  are  required,  Borrower's  accountant  shall
provide  Bank with a written  acknowledgment  of the  Bank's  reliance  upon the
statements in accordance with N.J.S. 2A:53A-25.

PERIODIC  FINANCIAL   STATEMENTS.   Borrower  shall  deliver  to  Bank  compiled
semi-annually  financial  statements  including,  without limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules,  as soon as available and in any event within 60 days after the close
of each such period;  all in reasonable  detail and prepared in conformity  with
generally  accepted  accounting  principles,  applied on a basis consistent with
that of the  preceding  year.  Such  statements  shall be  certified as to their
correctness  by a principal  financial  officer of Borrower and in each case, if
audited statements are required, subject to audit and year-end adjustments.

FINANCIAL  COVENANTS.  Borrower agrees to the following provisions from the date
hereof  until  final  payment  in full of the  Obligations,  unless  Bank  shall
otherwise  consent in writing,  and the  Tangible  Net Worth  covenant  shall be
calculated  on  a  consolidated  basis,  using  the  financial  information  for
Borrower,


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its subsidiaries,  affiliates and its holding or parent company,  as applicable:
FUNDS FLOW COVERAGE RATIO.  Borrower shall, at all times,  maintain a Funds Flow
Coverage  Ratio of not less than  1.20 to 1.00,  measured  at  fiscal  year-end.
"Funds Flow  Coverage  Ratio"  shall mean the sum of net  profit,  depreciation,
amortization  and interest  expense minus all dividends and Maintenance  Capital
Expenditures  divided by the sum of all current  maturities  of long-term  debt,
current   maturities  of  capital  lease   obligations  and  interest   expense.
"Maintenance Capital  Expenditures" is defined as those expenditures required on
an annual basis to maintain existing restaurant  locations.  TANGIBLE NET WORTH.
Borrower shall, from closing until the day before fiscal year-end 2002, maintain
an  Effective  Tangible  Net  Worth of not less  than  $12,500,000.00,  measured
semi-annually.  At all times thereafter, the minimum required Effective Tangible
Net Worth shall  increase  by not less than  $50,000.00  each  fiscal  year-end.
"Tangible  Net Worth"  shall mean total  assets  minus  total  liabilities.  For
purposes of this  computation,  the aggregate amount of any intangible assets of
Borrower including, without limitation, goodwill, franchises, licenses, patents,
trademarks, trade names, copyrights,  service marks, brand names and any amounts
due from officers,  affiliates  and/or  stockholders,  shall be subtracted  from
total assets,  and total  liabilities  shall exclude debt fully  subordinated to
Bank on terms and conditions acceptable to Bank. DEPOSIT RELATIONSHIP.  Borrower
shall  maintain  its  primary  depository  account  with Bank.  REQUIRED  HEDGE.
Borrower shall hedge the Loan's floating  interest  expense for the full term of
the Loan by  maintaining an interest rate swap, cap or collar with Bank or other
counterparty acceptable to Bank in a notional amount equal to the then principal
balance of the Loan and providing  for a fixed rate  satisfactory  to Bank,  and
containing such other items and conditions as shall be reasonably  acceptable to
Bank. SENIOR LIABILITIES TO EFFECTIVE TANGIBLE NET WORTH RATIO.  Borrower shall,
at all times,  maintain a ratio of Senior  Liabilities to Effective Tangible Net
Worth  of  not  more  than  0.50  to  1.00,  measured   semi-annually.   "Senior
Liabilities"  shall  mean the sum of total  liabilities,  including  capitalized
leases and all reserves for deferred  taxes and other deferred sums appearing on
the liabilities  side of a balance sheet, in accordance with generally  accepted
accounting  principles  applied  on a  consistent  basis,  excluding  debt fully
subordinated  to Bank on terms and  conditions  acceptable  to Bank.  "Effective
Tangible  Net Worth"  shall mean total  assets  minus  Senior  Liabilities.  For
purposes of this  computation,  the aggregate amount of any intangible assets of
Borrower including without limitation,  goodwill, franchises, licenses, patents,
trademarks, trade names, copyrights,  service marks, brand names and any amounts
due from officers,  affiliates  and/or  stockholders,  shall be subtracted  from
total  assets.  "Total  Liabilities"  shall mean all  liabilities  of  Borrower,
including  capitalized  leases and all  reserves  for  deferred  taxes and other
deferred sums appearing on the liabilities  side of a balance sheet of Borrower,
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent basis. LIQUIDITY REQUIREMENT.  Borrower shall, at all times, maintain
Liquid Assets of not less than  $500,000.00.  "Liquid Assets" shall mean the sum
of all cash, time deposits and marketable securities.

CONDITIONS PRECEDENT.  The obligations of Bank to make the loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
ADDITIONAL DOCUMENTS. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably request.

IN WITNESS WHEREOF,  Borrower and Bank, on the day and year first written above,
have caused this Agreement to be executed under seal.

                          CHEFS INTERNATIONAL, INC

                          By: /s/ Anthony C. Papalia             (SEAL)
                              -----------------------------------
                              Anthony C. Papalia, President

                          FIRST UNION NATIONAL BANK

                          By: /s/ Joseph Lebel
                              -----------------------------------
                              Joseph Lebel, Senior Vice President

                                    EXHIBIT A
                             NON-DEFAULT CERTIFICATE

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                                    EXHIBIT A

                             NON-DEFAULT CERTIFICATE

In accordance  with the terms of the Loan Documents  dated  September 7, 2001 by
and between First Union National Bank and Chefs International, Inc ("Borrower"),
I hereby certify that:

1.   I am a principal financial officer of Borrower;

2.   The enclosed financial statements are prepared in accordance with generally
     accepted accounting principles;

3.   No Default (as defined in the Loan Documents) or any event which,  upon the
     giving of notice or lapse of time or both, would constitute such a Default,
     has occurred.

4.   Borrower is in compliance  with the Financial  Covenant(s) set forth in the
     Loan  Documents,  as  demonstrated  by the  calculations  contained  in the
     Covenant Compliance Certificate attached hereto as Schedule 1.

/s/ Anthony C. Papalia
------------------------
Name: Anthony C. Papalia
Title: President


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                                   SCHEDULE 1

                         COVENANT COMPLIANCE CERTIFICATE

Borrower Name: Chefs International, Inc

For the fiscal _______________ ended _______________

ALL CAPITALIZED  TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
IN THE LOAN DOCUMENTS.

COVENANT                                ACTUAL  REQUIRED
--------                                ------  --------

FUNDS FLOW COVERAGE RATIO                       NOT LESS THAN 1.20 TO 1.00
   (a) net income                       ______
   (b) depreciation                     ______
   (c) Amortization                     ______
   (d) interest expense                 ______
   (e) dividends                        ______
   (f) Maintenance Capital Expenditures ______
   (g) CMLTD*
   (h) CMCLO**

the sum of (a) plus (b) plus (c) plus (d)
minus (e) minus (f) divided by the
sum of (g) plus (h) plus (d) equals
Funds Flow Coverage Ratio of ______             COMPLIANCE?  YES   NO

TANGIBLE NET WORTH                              [$12,500,000.00, PLUS $50,000.00
   (a) total assets                     ______  EACH FISCAL YEAR-END THEREAFTER]
   (b) intangible assets                ______
   (c) Total Liabilities                ______
   (d) CAOAS***                         ______

the sum of (a) minus(b) minus (c)
minus (d) equals Tangible Net Worth of _____    COMPLIANCE?  YES   NO

LIQUIDITY REQUIREMENT (Not Pledged)             NOT LESS THAN $500,000.00
   (a) cash in Banks                    ______
   (b) time deposit                     ______
   (c) marketable securities (US Gov't) ______

Sum of (a) plus (b) plus (c)
equals Liquid Assets of: ______                 COMPLIANCE?  YES   NO

----------
* Current Maturities of Long Term Debt
** Current Maturities of Capital Lease Obligations
*** Current Amounts due from Officers, Affiliates, and/or Stockholders


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SENIOR LIABILITIES TO EFFECTIVE
TANGIBLE NET WORTH RATIO                        NOT MORE THAN .50 TO 1.00

   (a) Senior Liabilities               ______
   (b) total assets                     ______
   (c) intangible assets                ______
   (d) CAOAS*                           ______

(a) divided by the sum of (b) minus
(a) minus (c) equals Senior
Liabilities to Effective
Tangible Net Worth of ______                    COMPLIANCE?  YES   NO

----------
* Current Amounts due from Officers, Affiliates, and/or Stockholders


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