[FIRST UNION GRAPHIC LOGO OMITTED]


                                 LOAN AGREEMENT

First Union National Bank
1889 Highway 27
Edison, New Jersey 09817
(Hereinafter referred to as the "Bank")

Chefs International, Inc., a Delaware corporation
62 Broadway
Point Pleasant Beach, New Jersey O8742
(Individually and collectively "Borrower")

This Loan  Agreement  ("Agreement")  is entered into  October 30,  1998,  by and
between Bank and Borrower,  a Corporation (For profit)  organized under the laws
of Delaware.

Borrower has applied to Bank for a loan or loans (individually and collectively,
the "Loan")  evidenced by one or more promissory notes (whether one or more, the
"Note") as follows:

Term Loan - in the  principal  amount of  $880,000.00  which is evidenced by the
Promissory  Note dated  October 30,  1998.  The Loan  proceeds are to be used by
Borrower  solely for purchase  real estate,  land and building  housing the Vero
Beach Lobster Shanty.

This  Agreement  applies  to the Loan and all Loan  Documents.  The terms  "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note. The term "Borrower" shall include its Subsidiaries and Affiliates. As used
in this  Agreement as to Borrower,  "Subsidiary"  shall mean any  corporation of
which more than 50% of the issued and outstanding voting stock is owned directly
or indirectly by Borrower. As to Borrower, "Affiliate" shall have the meaning as
defined in 11 U.S.C.  Ss 101,  except  that the term  "debtor"  therein shall be
substituted by the term "Borrower" herein.

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:

CONDITIONS PRECEDENT TO THE LOAN CLOSING.

         A. The  obligation  of the Bank to make the advance to the  Borrower on
the loan shall be  conditional  upon  prior  compliance,  at the  expense of the
Borrower, with the following conditions precedent to same.

(1) The delivery to the Bank of a note in the principal  amount of  $880,000.00,
the Mortgage,  a Uniform  Commercial  Code  Financing  Statement,  and financing
filings in order to perfect a first lien on all  equipment,  fixtures  and other
business  assets of Borrower,  said UCC-l's to be filed in Indian River  County,
Florida and with the Secretary of State, and Assignments and other documents and
matters as called  for in this  Agreement  evidencing  to the Bank that no liens
prior to the Bank's have been filed on the security pledged.

(2) The  delivery  to the  Bank,  on the  property  listed  in  Exhibit  "A",  a
satisfactory ALTA Mortgagee Title Insurance Commitment in an amount equal to the
full  amount  of the  loancontemplated  by this  commitment  letter.  The  title
insurance  company and the form must  besatisfactory  to the Bank.  "FIRST UNION
NATIONAL BANK, ITS SUCCESSOR AND/OR ASSIGNS"



<PAGE>

shall be named as the proposed  insured.  There are to be no "exceptions"  other
than routine utility  easements,  routine  restrictions and current year's taxes
not yet due and payable. Copies of all commitment exceptions,  including but not
limited to deed  restrictions  and covenants  and easements  must be attached to
said Mortgagee Title Commitment. All exceptions are subject to the prior written
approve of the Bank and its counsel. There are to be no "reverter" provisions or
possibilities  affecting title. In addition to any affirmative  coverages and/or
special endorsements required by the Bank or its counsel, a Florida Endorsements
Form 9 (Restrictions, Easements, Minerals) shall be required.

The Bank may require  co-insurance or re-insurance  giving Bank direct access to
the  reinsurers  In the event  reinsurance  is  required  by the  Bank,  an ALTA
Facultative  Form  of  Reinsurance  Agreement  with  companies  and  in  amounts
preapproved  by the Bank,  together  with  duplicate  originals  of the executed
agreements, shall be furnished to the Bank with the title policy.

Within  thirty  (30) days  after the  closing  of the Loan or prior to the first
disbursement after closing,  whichever occurs firm,  Borrower,  at its sole cost
and  expense  shall  cause  to be  furnished  to the  Bank a  satisfactory  ALTA
Mortgagee Title  Insurance  Policy which conforms to the  above-mentioned  Title
Insurance  Commitment  approved  by the Bank.  The policy  shall  indicate  that
Owner/Borrower  possesses a good and  marketable  fee simple  title.  The policy
shall  insure  the  Bank of a first  lien or on the  mortgaged  premises  in the
principal amount of the Loan subject only to those encumbrances  interests,  and
exceptions  approved in advance and in writing by the Bank and its counsel.  The
policy shall contain such special endorsements  affirmative  insurance coverages
as the Bank may require.

After the closing of the loan,  Borrower,  at its sole cost and  expense,  shall
furnish  the Bank with such  title  endorsements  or  updates to said ALTA Title
Insurance  Policy as the Bank may  require  from time to time to insure the Bank
that no other matters of record affect the condition of title or the priority of
Bank's lien.

At any time  upon  request  by the  Bank,  the  Borrower,  at its sole  cost and
expense, shall furnish the bank UCC (Financing Statement) searches and reports.

(3) The delivery to the Bank of corporate guarantees as follows:

    Chef's International Palm Beach, Inc., Kev, Inc., Robbins Parkway Realty, 
    Inc. and Hightstown Reb, Inc.

(4) The  delivery  to the Bank of two (2)  sealed  copies of a current  as-built
survey  [done  within  sixty (60) days of  closing] of the  mortgaged  premises,
including all adjoining allays and appurtenant easements,  prepared by a Florida
registered surveyor or licensed professional civil engineer.  Said survey, which
shall be subject to the  approval of the Bank and Bank's  attorneys,  shall show
the full legal description of the mortgaged premises,  disclose the location and
dimensions  of all  existing  improvements,  available  water and  sewer  mains,
utility lines, encroachments (which shall be subject to the approval of the Bank
and the Bank's attorneys),  easements, roads, and rights-of-way, if any, as well
as all lot lines, access to public streets,  and total acreage or square footage
thereof.  Additionally,  the survey  shall also show any and all  setback  lines
established by the applicable zoning and/or governmental  ordinances,  statutes,
or  regulations.  All surveys shall be certified to "First Union  National Bank"
and the title  insurance  company  insuring the lien of the Bank's  Mortgage and
shall also be certified to comply with Rule 61G17 of the Florida  Administrative
Code  relating to minimum  technical  standards  for surveys.  In addition,  the
survey must show whether or not the mortgaged  premises,  and  specifically  any
building  improvements,  is located in a U.S.  Department  of Housing  and Urban
Development  (H.U.0.)  identified  "special  flood hazard" area. The survey must
identify  the  specific  flood  zone in  which  the  mortgaged  premises  or the
improvements   are  located,   the  finished  ground  floor  elevations  of  the
improvements, and the base

                                     Page 2

<PAGE>

flood elevation.  Flood Hazard Certification must comply with the National Flood
Insurance  Act Of 1968,  the  Flood  Disaster  Protection  Act of 1973,  and the
Housing and Community Development Act of 1977, all as amended as applicable.

    (5) The delivery of the following insurance policies:

    (a) Standard Fire Insurance with Extended  Coverage  Endorsement,  including
Vandalism and Malicious Mischief, without co-insurance, in an amount equal to at
least 100% of the  replacement  cost of the  improvements  existing  on the real
property described in the loan documents contemplated by this commitment.

    (b) Rental Loss  Insurance  shall be required if any lease  provides for the
abatement  of rent.  Business  Interruption  Insurance  shall be required if the
mortgaged  premises  are or will be  occupied  by the  Owner(s).  Either type of
insurance must cover debt service, real estate taxes, and insurance premiums for
a period of at least six (6) months.

    (c) If any improvements (existing and/or proposed) on the mortgaged premises
are or will be located in an area  identified by the U.S.  Department of Housing
and Urban Development  (H.U.D.) as an area having "special flood hazards," flood
insurance  must be  purchased  and  maintained  in the  amount of the  principal
balance of the mortgage  loan or the maximum limit of coverage  available  under
the National Flood  Insurance Act of 1968, the Flood Disaster  Protection Act of
1973,  and the Housing and Community  Development  Acts of 1974 and 1977, all as
amended, whichever is less.

    (d)  Borrower  shall  also  maintain  single  limit  comprehensive   general
liability  insurance  for not less  than  One  Million  dollars  ($1,000,000.00)
against claims and liability for bodily injury or property  damage to persons or
property occurring on the mortgaged premises. Evidence of such coverage shall be
provided to Bank in the form of a certified  copy of the policy or an  insurance
certificate.

    All policies must be issued by insurance  companies and agencies licensed by
the Insurance  Commissioner  of the State of Florida to conduct  business in the
State of Florida.  Bank shall have the right to approve each and every insurance
carrier and  policy.  All  policies  shall be in the  amounts,  form and content
(including  mortgages clauses) and issued by such companies as are acceptable to
the Bank. Each company must have a rating of A-or better (Excellent or Superior)
and Class IX or better, in A.M. Best's Insurance Reports.

All policies must contain  provisions  obligating  the  insurance  carrier(s) to
provide  to Bank at  least  thirty  (30)  days  advance  written  notice  of the
expiration,  termination  or  cancellation  of any such policy or  policies  and
immediate notification of a lapse. All policies and endorsement must be manually
signed.

Policy  premiums  for all  coverages  (including  personal  property if given as
security)  must be prepaid  and Bank may  require  'Paid'  receipts  as proof of
payment.

Except for liability insurance,  the  above-referenced  insurance policies shall
contain a Standard  Mortgagee  Clause naming  "FIRST UNION  NATIONAL  BANK,  ITS
SUCCESSORS  AND/OR ASSIGNS" as first mortgagee,  which states that the insurance
coverage  shall not be affected by any act or neglect of the  mortgagor or owner
of the improvements.

The  applicable  policies  must be maintained  during the term of the Loan.  All
annual policy renewals must be forwarded to:


                                     Page 3
<PAGE>

                           First Union National Bank
                           Commercial Insurance Support
                          ________________________________

                          ________________________________

The Bank reserves the right to require the escrow of insurance  premiums  during
the term of the loan.

(6) Satisfactory  evidence that all applicable  requirements  under the National
Flood Insurance Program have been met and flood insurance has been obtained,  if
required.

(7)  Certification in letter from that the Borrower's and Guarantor's  financial
standing which was relied upon in conjunction  with the issuance of a Commitment
has not  substantially  changed since the submission of said  information to the
Bank.  Any  material  misrepresentation  shall  constitute a default and, at the
election of the Bank, said Loan may be accelerated in its entirety.

(8) Certification that there are no litigation  proceedings which are pending or
threatened  which  might  adversely  affect the  Borrower's  or any  Guarantor's
liability to perform  under this Loan  Agreement,  Note,  Mortgage and ancillary
documents.

(9)  Satisfactory  evidence  that  the  mortgaged  property  complies  with  all
requirements  of the Americans with  Disabilities  Act Title 111, per inspection
report ordered by Bank, or is exempt from said requirements.

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.  Opinion of Counsel. On or prior to
the date of any borrowing hereunder,  Bank shall have received a written opinion
of the counsel of Borrower acceptable to Bank that includes  confirmation of the
following:  (a) The accuracy of the  representations set forth in this Agreement
in    the     Representations     Subparagraphs     entitled     "Authorization;
Non-Contravention";  "Compliance with Laws", and  "Organization  and Authority".
(b) This  Agreement  and  other  Loan  Documents  have been  duly  executed  and
delivered by Borrower and constitute the legal, valid and binding obligations of
Borrower,  enforceable in accordance with their terms. (c) No registration with,
consent  of,  approval  of, or other  action  by,  any  federal,  state or other
governmental  authority or regulatory body to the execution and delivery of this
Agreement,  the  borrowing  under this  Agreement  or other Loan  Documents,  is
required  by law,  or, if so  required,  such  registration  has been made,  and
consent or approval given or such other appropriate action taken. (d) The Loan
is not  usurious.  (e) The Loan  Documents  create  the  priority  of lien on or
security  interest in the Collateral (as defined in the Loan  Documents) that is
contemplated by the Loan Documents.

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 here after  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 by all necessary action taken by
the duly  authorized  officers of Borrower and any guarantors 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

                                     Page 4

<PAGE>

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 guarantor's  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
("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 duty  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 there of 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 Loan,
will not be, insolvent within the meaning of 11 U.S.C. ss. 101 (32).  Compliance
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,  at seg,  or  narcotics
(including  21 U.S.C.  ss.  801,et  seg.)  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 any 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 any guarantor,  if any, 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.  ERISA.  Borrower has no employee pension benefit plans,
as defined in ERISA.

AFFIRMATIVE 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: Business Continuity.  Conduct its business in
substantially  the same  manner and  locations  as such  business is now and has
previously been conducted. 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.  Access to Books & Records.  Allow Bank, or its agents, during normal
business  hours,  access to the  books,  records  and such  other  documents  of
Borrower as Bank shall reasonably require, and allow Bank to make copies thereof
at Bank's expense. 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.  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

                                     Page 5
<PAGE>

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.   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 Note.  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.  Other  Financial
Information.  Deliver promptly such other  information  regarding the operation,
business affairs,  and financial condition of Borrower which Bank may reasonably
request.  Non-Default  Certificate  From  Borrower.  Deliver  to Bank,  with the
Financial  Statements  required  herein,  a certificate  signed by Borrower,  if
Borrower  is an  individual,  or by a  principal  financial  officer of Borrower
warranting  that no "Default"  as  specified 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.  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.

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 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.  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  and that is not discharged or execution is
not stayed within Thirty (30) days of entry. 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 such
business is curtailed or materially  impaired.  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.  Payment of  Dividends;
Redemption of Stock.  Borrower shall not pay any dividends,  make any withdrawal
from its capital,  make any other  distributions  and/or repurchase,  redeem, or
otherwise  acquire,  or set aside  reserves to acquire,  any of its  outstanding
stock,  partnership  or other equity  interests,  except for such actions by any
subsidiaries  in favor of the  Borrower.  Accounts.  Borrower  shall  not  sell,
assign, transfer or dispose of any of its accounts or notes receivable,  with or
without  recourse,  except to the Bank.  Cross-Default.  Default  in  payment or
performance of any obligation under any other loans, contracts, or agreements of
Borrower,  any subsidiary or affiliate of Borrower,  any general  partner of the
holder(s) of the  majority  ownership  interests  of Borrower,  with Bank or its
affiliates.  Investments.  Borrower shall no purchase any stock, securities,  or
evidence of  indebtedness  of any other person or entity except,  investments in
direct  obligations of the United States  Government and certificates of deposit
of United States commercial banks having a tier 1 capital ratio of not less than
6%, and, then in an amount not exceeding  10% of the issuing  bank's  unimpaired
capital and  surplus.  Guarantees.  Borrower  shall not  guarantee  or otherwise
become responsible for

                                     Page 6

<PAGE>

obligations  of any other person or entity except for the benefit of Bank or its
affiliates,  and except as an  endorser  of checks or drafts  negotiated  in the
ordinary  course of the Borrower's  business.  Encumbrances.  Borrower shall not
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  acquire,  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; or (iv) permitted liens; (v) indebtedness
not to  exceed  $150,000,  in any  fiscal  year for the  purpose  of  purchasing
machinery and equipment.  Sale-Leaseback Transactions.  Borrower shall not enter
into any sale-lease  back  transaction or any  transaction  however termed which
would  have  the  same  or  substantially   the  same  result  or  effect  as  a
sale-leaseback. Sale of Assets; Liquidation; Merger; Acquisition. Borrower shall
not convey,  lease,  sell,  transfer or assign any assets except in the ordinary
course of the Borrower's  business for value received;  liquidate or discontinue
its  normal  operations  with  intent to  liquidate;  enter  into any  merger or
consolidation;  or acquire all or  substantially  all of the assets,  stock,  or
other equity interests of any other entity. Sale or Issuance of Stock.  Borrower
shall  not  sell,  issue,  or  agree  to  sell or  issue,  any  shares  (voting,
non-voting,  preferred or common) of the Borrower,  or purchase any such shares.
Hazardous  Substances.  Borrower shall not cause or permit to exist a dumping of
hazardous  substances  or wastes  into the  atmosphere  or waters or onto  lands
resulting in damage to the Natural  Resources  unless the dumping is pursuant to
and in compliance  with the  conditions  of a permit  issued by the  appropriate
federal, state, or local governmental  authorities.  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.

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 all financial covenants shall be calculated on
a consolidated basis, using the consolidated financial information for Borrower,
its subsidiaries,  affiliates and its holding or parent company,  as applicable:
Tangible  Net Worth.  Borrower  shall  maintain a Tangible Net Worth of at least
$11,650,000.00  at closing.  Tangible Net Worth shall  increase by not less than
$50,000 each fiscal year measured annually  commencing  January 1999.  "Tangible
Net Worth" shall mean the total assets minus total liabilities.  For purposes of
this  computation,  the aggregate  amount of any  intangible  assets of Borrower
including,  without  limitation,  good  will,  franchises,   licenses,  patents,
trademarks,  trade names,  copyrights,  service marks, and brand names, shall be
subtracted  from  total  assets,  and  total  liabilities  shall  include  fully
subordinated  debt.  Total  Liabilities  to Tangible Net Worth  Ratio.  Borrower
shall,  at all times,  maintain a ratio of Total  Liabilities,  including  fully
subordinated  debt, divided by Tangi0ble Net Worth of not more than .50 to 1.00.
For purposes of this computation, "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.  Deposit  Relationship.  Borrower shall maintain its primary
depository account with -Bank. Capital  Expenditures.  Borrower shall not during
any fiscal year  expend on gross  fixed  assets  (including  gross  leases to be
capitalized  under  generally  accepted  accounting   principles  and  leasehold
improvements) an amount exceeding $900,000.00 in the aggregate. Leases. Borrower
shall not incur,  create,  or assume any direct or  indirect  liability  for the
payment of rent or otherwise,  under any lease or rental arrangement  (excluding
capitalized  leases) if immediately  there after the sum of such lease or rental
payments to be made by  Borrower  during any  12-month  period is  increased  by
$50,000.00 in the aggregate. Loans and Advances.  Borrower shall not, during any
fiscal  year,  make loans or  advances,  excepting  ordinary  course of business
travel and  expense  advances,  to any person or entity,  which  total more than
$50,000.00  in the  aggregate.  Debt  Service  Coverage  Ratio.  Borrower  shall
maintain  a Debt  Service  Coverage  Ratio not less  than1.20  to 1.0,  measured
annually.  "Debt  Service  Coverage  Ratio"  means the ratio of net income  plus
interest  expense  (after giving effect to the fixed interest rate payable under
the Swap Agreement) plus income tax expense plus  depreciation  and amortization
of the Borrower and its consolidated

                                     Page 7
<PAGE>

subsidiaries  for any fiscal  year minus  Maintenance  Capital  Expenditures  to
interest  expense  (after giving effect to the fixed interest rate payable under
the Swap Agreement) of the Borrower and its  consolidated  subsidiaries for such
period  plus the  current  portion of long term debt and  capital  leases of the
Borrower and its  consolidated  subsidiaries  (as  reflected  on the  Borrower's
consolidated financial statements as of the end of the fiscal period immediately
preceding  such  current  period) to be less than 1.20:1.  "Maintenance  Capital
Expenditures"  is defined as those  expenditures  required on an annual basis to
maintain existing restaurant locations.  Liquidity Requirement.  Borrower shall,
at all times,  maintain Liquid Assets of not less than  $750,000."Uquid  Assets"
shall mean the sum of all cash, time deposits and marketable securities.

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;  all on a  consolidated  and  consolidating  basis and in  reasonable
detail,  prepared in conformity with generally accepted  accounting  principles,
applied  on a  basis  consistent  with  that of the  preceding  year.  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 its Subsidiaries,  if any. Any other qualification of the
opinion by the  accountant  shall  render  the  acceptability  of the  financial
statements subject to Bank's approval.  Borrower's accountant shall provide Bank
with a  written  acknowledgment  of  Bank's  reliance  upon  the  statements  in
accordance with N.J.S. SS 2A:53A-25.

PERIODIC  FINANCIAL  STATEMENTS.   Borrower  shall  deliver  to  Bank  unaudited
management-prepared   quarterly   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.

Borrower  shall  deliver to Bank:  a) the  following  statements  and  schedules
pertaining to the Borrower's business operations, monthly or at such other times
as may be  requested  by Bank;  accounts  receivable  agings,  accounts  payable
agings, inventory schedules and tax returns; b) not later than five (5) calendar
days after  receipt  there of by Borrower,  a copy of any  management  letter or
report for Borrower  prepared by a CPA; c) not later than 120 days after the end
of each fiscal year income  statements  by store  location  prepared in a format
acceptable to Bank,  certified as true, correct and complete by Borrower's chief
financial  officer;  d) not later than 30 days  prior to the and of each  fiscal
year,  consolidating  cash flow projections for the subsequent  fiscal year in a
format  acceptable  to  Bank;  and e)  such  other  information  respecting  the
operations,  financial or otherwise, of Borrower or any of its subsidiaries,  as
Bank may from time to time reasonably request.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

MISCELLANEOUS PROVISIONS.

    1.   COUNTERPARTS.   This   Agreement   may  be  signed  in  any  number  of
counterparts,  each of which shall be deemed to be an original. Complete sets of
the counterparts hereto shall be provided to Borrower and Bank.

                                     Page 8
<PAGE>

    2.   GOVERNING  LAW.  This  Agreement  and all loan  documentation  executed
pursuant hereto shall be governed by the laws of the State of Florida.

    3.   SUPERSEDES  PRIOR  AGREEMENTS.  This Agreement  supersedes all previous
loan agreements between Bank and Borrower, which may relate to this loan.

    4.   INDIRECT  MEANS.  Any act which the Borrower is  prohibited  from doing
shall not be done indirectly  through any Person  controlled or owned by, or any
subsidiary of, Borrower, or by any other indirect means.

    5.   NON-IMPAIRMENT.  If any  one  or  more  provisions  contained  in  this
Agreement or any other document  executed  pursuant to this  Agreement  shall be
held invalid,  illegal or unenforceable in any respect,  the validity,  legality
and enforceability of the remaining  provisions  contained in this Agreement and
the  documentation  executed pursuant hereto shall not in any way be affected or
impaired there by and this Agreement  shall  otherwise  remain in full force and
effect.

    6.   NON-WAIVE.  Neither the failure to exercise,  nor any delay on the part
of Bank in exercising,  any right,  power or privilege  granted pursuant to this
Agreement,  the  Notes,  or  any  other  documents  executed  pursuant  to  this
Agreement,  shall  operate  as a waiver  thereof,  nor shall a single or partial
exercise  thereof  preclude any other or further exercise or the exercise of any
other right, power or privilege.

    7.   MODIFICATION. No modification, amendment, or waiver of any provision of
this  Agreement,  any  Note or any  other  document  executed  pursuant  to this
Agreement  shall be  effective  unless in  writing  and  signed  by all  parties
thereto, it being acknowledged by the parties hereto that all terms,  conditions
and covenants  therein and herein contained are deemed to be material and relied
upon by Bank.

    8.   ATTORNEY'S FEES. In the event that Borrower shall default in any of its
obligations  under  this  Agreement,  any Note or any  other  document  executed
pursuant to this  Agreement and Bank believes it reasonably  necessary or proper
to  employ  attorneys  to  assist  in  the  enforcement  or  collection  of  the
indebtedness  of such Borrower to Bank or to enforce any other term or condition
of this  Agreement,  the Notes or any other document  executed  pursuant to this
Agreement,  or in the event the Bank  voluntarily  or  otherwise  shall become a
party  to any suit or  legal  proceeding  with  respect  to any  such  document,
agreement,  indebtedness or obligation  relating to either Borrower (including a
proceeding conducted under the Federal Bankruptcy Code),  Borrower agrees to pay
the  reasonable  attorneys'  fees of Bank with  respect  thereto and all related
costs that may  reasonably  be incurred by Bank.  Borrowers  shall be liable for
such  attorneys'  fees  and  costs  whether  or not any  suit or  proceeding  is
commenced (including costs for appellate proceedings, if any).

    9.   INTEREST. Notwithstanding anything to the contrary contained herein, it
is not the intention of the parties hereto to make any agreement  which shall be
violative  of the laws of the State of Florida  or the United  States of America
relating to usury, and in no event shall Borrower pay to Bank, or Bank accept or
charge any interest to Borrower which,  together with any other charges upon the
principal or any portion thereof,  howsoever computed,  shall exceed the maximum
lawful rate of interest  allowable under the laws of the State of Florida or the
United States of America,  whichever is higher or unlimited.  Anything contained
herein,  in any  Note,  or in any  other  document  executed  pursuant  to  this
Agreement notwithstanding, if for an reason the effective rate of interest which
shall be deemed  reduced to and shall be such maximum  lawful rate, and any sums
of interest  which have been  collected  in excess of such  maximum  lawful rate
shall be applied by Bank as a credit  against  the unpaid  principal  amount due
under the respective Note.

                                     Page 9
<PAGE>


    10.  BINDING AGREEMENT/ASSIGNMENT.  This Agreement shall be binding upon the
parties and their respective  permitted successor and permitted assigns.  Bank's
interest in the Note, and the other Loans  Documents,  and its rights  hereunder
and thereunder, are freely assignable, in whole or in part. the Borrower may not
assign any of its rights and interests  hereunder or under the Note, except with
the prior written  consent of the Bank,  which consent may be withheld at bank's
sole and  absolute  discretion.  Any said  assignment  shall  not  release  such
Borrower from any  responsibility  hereunder or under the Note or the other Loan
Documents, notwithstanding Bank's consent to the same.

    11.  LIMITATIONS  ON BORROWER.  In the event  financial  statements  are not
received as specified in this Paragraph 6.2 then the following  provision  shall
apply:

         a) In the event of default for this the  Borrower  does not  accelerate
the loan,  including the failure of Borrower to provide the financial statements
as required hereunder or under the Loan Agreement,  the applicable interest rate
to the  loan,  for a period  beginning  (3) days  after  written  notice of such
default and ending upon the curing of said noticed  default,  shall increase one
quarter of one percent (.25%) for the first thirty (30) days of said default and
increase an additional one quarter of one percent (.255) during each thirty (30)
day period thereafter during which the notice default continues.  However, under
no conditions  shall the interest rate exceed the maximum  amount allowed by law
under any state or federal law having  jurisdiction  over the  promissory  note.
Such default interest rate shall apply to the outstanding  principal  balance of
the loan. Upon the curing of the notice  default,  the interest rate of the Loan
shall revert to the initially agreed-upon interest rate effective on the date on
which the default is cured.

    12.  NOTICE. For all purposes hereof,  where the giving of written notice is
required,  notice  will be deemed to have been  properly  "given" as of the date
sent by United States mail or the date delivered by third-party courier service,
if sent in accordance with the provision of this Section. (1) Said notices shall
be in writing and sent by 91) United  States  Express  Mail,  or (2) third party
independent courier service,  with a receipt showing the sender and the date and
address  of  transmittal  and  delivery,  or (3)  United  States  registered  or
certified mail, return receipt requested, postage prepaid; and in all such cases
addressed as follows or to the respective parties at the last addresses provided
in writing by said parties prior to the preparation of the notice in question.

IF TO BANK:
First Union National Bank
1889 Highway 27
Edison, NJ  09817
Attention:

             With copy to:
     Calvin B. Brown, Esq.
     Collins, Brown, Caldwell, Barkett, Rossway,
     Garavaglia & Moore Chartered
     756 Beachland Blvd.
     Vero Beach, FL  32963

IF TO BORROWER

Chefs International, Inc.
62 Broadway
Point Pleasant Beach, NJ  08742

                                     Page 10

<PAGE>


        With copy to

Christopoher H. Marine, Esq.
Gould, Cooksey, Fennell,
O'Neill & Marine
979 Beachland Boulevard
Vero Beach, FL  32963

     13. SURVIVAL OF COVENANTS AND REPRESENTATIONS. All covenants and agreements
made  by or on  behalf  of  the  parties  hereto  which  are  contained  or  all
incorporated  in this  agreement  shall  bind and  inure to the  benefit  of the
successors and/or assigns of all parties hereto.

     14. CLOSING EXPENSES. On or before the closing date, Borrowers will pay all
out-of-pocket expenses incurred by Bank in connection with the negotiations, and
consummation  of the loan,  including  those related to the  preparation  of all
related  documentation and the closing of the transactions  contemplated herein,
including but not limited to reasonable Bank counsel fees and expenses.

     15.  REMEDIES  CUMULATIVE.  Any rights or remedies of the Bank hereunder or
under the Note or any other Loan  Document or under any other  writing  shall be
cumulative and in addition to every other right or remedy  contained  therein or
herein,  or now or  hereafter  existing,  a law or in  equity,  or by statute or
otherwise.  Upon the  occurrence  of an Event of  Default,  Bank may  proceed to
enforce any of its rights and remedies  against  either  Borrower or against any
collateral  given as security  for the Note and Bank may enforce such rights and
remedies  simultaneously,  or in such  order and at such  time,  or from time to
time, as Bank, in its sole discretion, shall determine.

     16.  APPLICATION  OF  PAYMENTS.  Payments  received by Bank from  Borrower,
whether direct or from  realizations  on any  collateral  securing the loans and
advances made or to be made  hereunder,  may be applied  toward  payment of such
liabilities of Borrower,  and in such order of application as Bank may from time
to time elect,  and Borrower  hereby  waives any rights to designate to which of
their liabilities any such payments shall be applied.

     17. CONFLICT PROVISIONS.

     A. If a conflict exists or arises between a provision of this Agreement and
any  note  or  Security  Agreement,  the  provision  in  the  note  or  Security
Agreement(s) shall prevail.

     B.  Nothing  herein  shall be  construed  to waive or diminish any right or
security of the Mortgagee under the Notes,  Mortgage,  or other Security.  It is
the purpose and intent hereof to provide safeguards,  protection,  and rights to
the Bank in addition to those  provided in the Security and to better secure the
Bank for and on account of the Loan.

     18. VENUE. For any action arising out of this Loan Agreement, the Note, the
Mortgage  or other  security  interest,  same  shall be in a court of  competent
jurisdiction in Indian River County, Florida.

     19. Nothing in this or other  documents  regarding the  transaction  herein
shall  prohibit  the Bank  from  pledging  or  assigning  this  Loan  Agreement,
including  collateral  therefor,  to any Federal Reserve Bank in accordance with
applicable law.

INTEREST SWAP AGREEMENT. The parties have entered into one or more interest rate
swap  transactions  and may enter into additional  transactions  pursuant to the
terms and conditions of a Master

                                    Page 11

<PAGE>

Agreement with an accompanying Schedule and confirmations (together, the "Master
Agreement") Absolute and contingent  liabilities are created under the terms and
conditions of the Master Agreement.

Each of the Promissory  Note,  Mortgage,  Security  Agreement,  Loan  Agreement,
Assignment of Leases,  Rents and Profits and  Guaranties is hereby  specifically
cross-defaulted  with the  Master  Agreement,  such that a  default  or event of
default under the Master Agreement,  and a default or event of default under the
Master Agreement is considered a default or event of default under each of them.

The Mortgage,  Security Agreement and Assignment of Leases, Rents and Profits is
also given as security  for the  payment of all  present and future  obligations
under the Master Agreement. The term "Secured Obligation" or similar term as set
out in the Mortgage, Security Agreement, Assignment of Leases, Rents and Profits
and Guaranties shall include the obligations under the Master Agreement.

In the event of foreclosure of the security  interest  following a default,  the
proceeds  of the sale of the  collateral  shall  first by applied to  principal.
Thereafter,  proceeds shall be applied to interest under the Note and obligation
under the Master  Agreement  on a pari passu  basis and the  remainder  shall be
applied to any other obligations secured thereby.

The Mortgage,  Security  Agreement and  Assignment of Leases,  Rents and Profits
shall only be satisfied and extinguished after payment in full of all principal,
interest and other  obligations that are due or may become due under the Note or
are otherwise  secured by the  Mortgage,  Security  Agreement and  Assignment of
Leases,  Rents and  Profits,  and payment in full of all  obligations  under the
Master Agreement.

Nothing  in this or other  documents  regarding  the  transaction  herein  shall
prohibit  the  Lender  from  pledging  or  assigning  this  mortgage,  including
collateral  therefor,  to any Federal Reserve Bank in accordance with applicable
law.

ARBITRATION.  Under  demand of any party  hereto,  whether  made before or after
institution of any judicial proceeding,  any claim or controversy arising out of
or relating to the Loan Documents  between parties hereto (a "Dispute") shall be
resolved by binding  arbitration  conducted under and governed by the Commercial
Financial disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without  limitation,  tort  claims,  counter  claims  arising from
documents  executed in the future.  A judgment  upon the award may be entered in
any court having  jurisdiction.  Notwithstanding the foregoing,  the arbitration
provision does not apply to disputes under or related to swap agreements.

SPECIAL RULES. All arbitration  hearings shall be conducted in the city named in
the address of Bank first stated above.  A hearing shall begin within 90 days of
demand for arbitration and all hearings shall conclude within 120 days of demand
for arbitration.  These time limitation may not be extended unless a party shows
cause for extension and then for no more than a total of 60 days.  The expedited
procedures  set  forth  in Rule 51 ET SEQ.  of the  Arbitration  Rules  shall be
applicable to claims of less than  $1,000,000.00.  Arbitrators shall be licensed
attorneys  selected from the Commercial  Financial Dispute  Arbitration Panel of
the AAA. The parties do not waive  applicable  Federal or state  substantive law
except as provided herein.

PRESERVATION AND LIMITATION OR REMEDIES.  Notwithstanding  the preceding binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that any party may  exercise  before or after an  arbitration
proceeding is brought.  The parties shall have the right to proceed in any court
of proper  jurisdiction  or by self-help to exercise or prosecute  the following
remedies,  as  applicable:  (I) all  rights  to  foreclose  against  any real or
personal property or

                                    Page 12
<PAGE>

other security by exercising a power of sale or under applicable law by judicial
foreclosure  including  a  proceeding  to confirm  the sale;  (ii) all rights of
self-help  including  peaceful  occupation  of real  property and  collection of
rents,  set-off,  and peaceful possession of personal property;  (iii) obtaining
provisional or ancillary  remedies including  injunctive relief,  sequestration,
garnishment,  attachment,  appointment  of  receiver  and filing an  involuntary
bankruptcy  proceeding;  and (iv) when applicable,  a judgement by confession of
judgment.  Any claim or  controversy  with regard to any party's  entitlement to
such remedies is a Dispute.

The parties  agree that they shall not have a remedy of  punitive  or  exemplary
damages against other parties in any Dispute and hereby waive any right or claim
to punitive or exemplary  damages they have now or which may arise in the future
in connection with any Dispute whether the Dispute is resolved by arbitration or
judicially.

WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION THEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.

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., a Delaware corporation

CORPORATE           By:  
SEAL                     -----------------------------------
                             Anthony Papalia, President


                    First Union National Bank

CORPORATE           By:  /s/ JOSEPH J. LEBAL, VICE PRESIDENT
SEAL                     -----------------------------------
                             Joseph J. Lebal, Vice President


                                     Page 13
<PAGE>
other security by exercising a power of sale or under applicable law by judicial
foreclosure  including  a  proceeding  to confirm  the sale;  (ii) all rights of
self-help  including  peaceful  occupation  of real  property and  collection of
rents,  set-off,  and peaceful possession of personal property;  (iii) obtaining
provisional or ancillary  remedies  including  injuctive relief,  sequestration,
garnishment,  attachment,  appointment  of  receiver  and filing an  involuntary
bankruptcy  proceeding;  and (iv) when applicable,  a judgement by confession of
judgment.  Any claim or  controversy  with regard to any party's  entitlement to
such remedies is a Dispute.

The parties  agree that they shall not have a remedy of  punitive  or  exemplary
damages against other parties in any Dispute and hereby waive any right or claim
to punitive or exemplary  damages they have now or which may arise in the future
in connection with any Dispute whether the Dispute is resolved by arbitration or
judicially.

WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION THEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.

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., a Delaware corporation

CORPORATE           By:  /s/ ANTHONY PAPALIA, PRESIDENT
SEAL                     -----------------------------------
                             Anthony Papalia, President


                    First Union National Bank

CORPORATE           By:  
SEAL                     -----------------------------------
                             Joseph J. Lebal, Vice President


                                     Page 13
<PAGE>


                                   EXHIBIT "A"


PARCEL 1:
LOTS 1 AND 2, BLOCK 1, VERO ISLES SUBDIVISION,  ACCORDING TO THE PLAT THEREOF AS
RECORDED  IN PLAT BOOK 3,  PAGE 18,  PUBLIC  RECORDS  OF  INDIAN  RIVER  COUNTY,
FLORIDA.

PARCEL 2:
THE NORTHEASIERLY ONE-HALF OF LOT 3, BLOCK 1, VERO ISLES SUBDIVISION,  ACCORDING
TO THE PLAT THEREOF,  AS RECORDED IN PLAT BOOK 3, PAGE 18 OF THE PUBLIC  RECORDS
OF INDIAN RIVER COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHERNMOST  CORNER OF SAID LOT 3, RUN SOUTHWESTERLY ALONG THE
NORTHWEST BOUNDARY LINE OF SAID LOT, A DISTANCE OF 53.5 FEET TO A POINT;  THENCE
RUN  SOUTHEASTERLY ON A STRAIGHT LINE TO A POINT ON THE SOUTHEAST  BOUNDARY LINE
OF SAID LOT 3, WHICH POINT IS LOCATED  48.5 FEET FROM THE EASTERN MOST CORNER OF
SAID LOT;  THENCE  NORTHEASTERLY,  A DISTANCE OF 48.5 FEET TO SAID  EASTERN MOST
CORNER;  THENCE RUN  NORTHWESTERLY  ALONG THE LINE  DIVIDING LOT 3 FROM LOT 2 OF
SAID SUBDIVISION, TO THE POINT OF BEGINNING. SAID LAND LYING AND BEING IN INDIAN
RIVER COUNTY, FLORIDA.

PARCEL 3:
BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 1, BLOCK 1, VERO ISLES SUBDIVISION,
AS  RECORDED  IN PLAT  BOOK 3, PAGE 18 OF THE  PUBLIC  RECORDS  OF INDIAN  RIVER
COUNTY,  FLORIDA,  SAID POINT OF BEGINNING BEING ON THE SOUTH  RIGHT-OF-WAY  AND
LYING 70 FEET  SOUTHERLY OF, AND RADIALLY FROM, THE CENTERLINE OF STATE ROAD 502
(ROYAL PALM BOULEVARD), AS SHOWN ON THE STATE OF FLORIDA, STATE ROAD DEPARTMENT,
RIGHT-OF-WAY  MAP, STATE SECTION  8803-104,  AND ALSO SHOWN ON SAID PLAT OF VERO
ISLES,  RUN THENCE SOUTH 29o 24 "OO" EAST ALONG THE WESTERLY LINE OF SAID LOT 1,
A DISTANCE  OF 20 FEET TO THE  NORTHEASTERLY  CORNER OF LOT 2 OF SAID VERO ISLES
SUBDIVISION;  THENCE RUN SOUTHWESTERLY ALONG THE NORTHERLY UNE OF LOT 2 AND EAST
HALF OF LOT 3 OF SAID VERO ISLES  SUBDIVISION  ON A CURVE  BEING  CONCAVE TO THE
SOUTHEAST HAVING A RADIUS OF 1342.69 FEET, A CENTRAL ANGLE OF 7o 29' 2O", AN ARC
DISTANCE OF 175.50 FEET TO THE MID-POINT OF THE NORTh LINE OF SAID LOT 3; THENCE
RUN NORTH 36o 53' 20" WEST ALONG THE  NORTHERLY  PROJECTION  OF THE WEST LINE OF
THE EAST HALF OF SAID LOT 3, A DISTANCE  OF 20 FEET TO A POINT ON THE  SOUTHERLY
RIGHT-OF-WAY OF STATE ROAD 502 (ROYAL PALM BOULEVARD);  THENCE RUN NORTHEASTERLY
ON SAID SOUTH  RIGHT-OF-WAY  OF STATE ROAD 502 (ROYAL  PALM  BOULEVARD)  ALONG A
CURVE BEING CONCAVE TO THE SOUTHEAST  HAVING A RADIUS OF 1362.69 FEET, A CENTRAL
ANGLE OF 7o 29' 20", AN ARC DISTANCE OF 178.11 FEET TO THE POINT OF BEGINNING.


<PAGE>
FIRST UNION
[logo omitted]

                                 PROMISSORY NOTE


$880,000.00                                                     October 30, 1998

Chefs International, Inc., a Delaware corporation
62 Broadway
Point Pleasant Beach, New Jersey 08742
(Individually and collectively "Borrower")

First Union National Bank
1889 Highway 27
Edison, New Jersey 09817
(Hereinafter referred to as the "Bank")

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify,   the  sum  of  Eight  Hundred  Eighty   Thousand  and  no/100  Dollars
($880,000.00)  or such sum as may be advanced and outstanding  from time to time
with  interest  on the  unpaid  principal  balance  at the rate and on the terms
provided  in  this  Promissory  Note  (including  all  renewals,  extensions  or
modifications hereof, this "Note").

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described in the Loan  Documents,  including,  but not limited to, real property
collateral described in that certain Deed dated October 29, 1998

INTEREST RATE DEFINITIONS.

LIBOR. 1-month LIBOR plus 2.00% (200 Basis Points) ("LIBOR-Based Rate"). "LIBOR"
is the rate for U.S. dollar deposits of that many months maturity as reported on
Telerate page 3750 as of 11:00 a.m.,  London time, on the second London business
day before the relevant  Interest Period begins (or if not so reported,  then as
determined by Bank from another recognized source of interbank quotation).

INTEREST RATE TO BE APPLIED.

INTEREST  RATE.  The unpaid  principal  balance of this Note shall bear interest
from the date hereof at the LIBOR-Based Rate, as determined by Bank prior to the
commencement of each  consecutive  interest period of 1 month (each an "Interest
Period")  provided,  the first  Interest  Period shall commence on the date this
Note and end on the first date thereafter that interest is due. Each LIBOR-Based
Rate shall remain in effect,  subject to the provisions  hereof,  for the entire
Interest Period until redetermined for the next successive Interest Period.

INDEMNIFICATION.  Borrower  indemnifies  Bank against  Bank's loss or expense in
employing  deposits  as a  consequence  (a) of  Borrower's  failure  to make any
payment when due under this Note,  or (b) any payment,  prepayment or conversion
of any  loan  on a  date  other  than  the  last  day  of  the  Interest  Period
("Indemnified Loss or Expense").  The amount of such Indemnified Loss or Expense
shall be determined by Bank based upon the  assumption  that Bank funded 100% of
that portion of the loan in the London interbank market.

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding Obligations shall bear interest at the

<PAGE>


LIBOR-Based  Rate plus 3%  ("Default  Rate").  The Default Rate shall also apply
from acceleration until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE (S) COMPUTATION. (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual  effective yield by taking the stated (nominal) rate for a
years period and then dividing said rate by 360 to determine the daily  periodic
rate to be applied for each day in the  applicable  period.  Application  of the
Actual/36O  Computation  produces an annualized effective rate exceeding that of
the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in principal payments as set
forth in Schedule A attached hereto and made a part hereof together with accrued
interest  thereon  on the date each  principal  payment  is due.  All  remaining
principal and interest shall be due and payable on NOVEMBER 3, 2008.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal.  If a Default occurs,  monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

REQUIRED HEDGE.  Borrower shall hedge the Loan's floating  interest  expense for
the full term of the Loan by maintaining either: (i) the Swap Agreement; or (ii)
a  comparable  interest  rate swap  agreement  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  [sufficient to satisfy the Debt Service
Coverage  Ration  requirement  set forth  below]  [satisfactory  to  Bank],  and
containing such other terms and conditions as shall be reasonably  acceptable to
Bank. "SWAP  AGREEMENT" that certain ISDA Master Agreement  entered into between
Borrower  and Bank dated  September  18,  1998,  including  the Schedule and all
Confirmations (as such terms are defied in the ISDA Master Agreement).

LOAN DOCUMENTS AND OBLIGATIONS.  The term "Loan Documents" used in this Note and
other Loan  Documents  refers to all documents  executed in connection  with the
loan  evidenced  by this  Note and any prior  notes  which  evidence  all or any
portion  of the loan  evidenced  by this  Note,  any  letters  of credit  issued
pursuant  to any loan  agreement  executed  in  connection  with this Note,  any
applications  for such  letters of credit and any other  documents  executed  in
connection therewith,  and may include,  without limitation, a commitment letter
that  survives  closing,  a loan  agreement,  this  Note,  guaranty  agreements,
security  agreements,  security  instruments,   financing  statements,  mortgage
instruments,  any renewals or  modifications,  whenever any of the foregoing are
executed, but does not include swap agreements (as defined in 11 U.S.C. &101).

The term  "Obligations" used in this Note refers to any and all indebtedness and
other  obligations  under this Note, all other  obligations under any other Loan
Document  (s), and all  obligations  under any swap  agreements as defined in 11
U.S.C. &101 between Borrower and Bank whenever executed.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.

                                     Page 2

<PAGE>

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

If this Note is secured by  owner-occupied  residential  real  property  located
outside the state in which the office of Bank first shown above is located,  the
late charge laws of the state where the real  property is located shall apply to
this Note and the late charge shall be the highest amount  allowable  under such
laws.  If no amount is stated  thereunder,  the late charge  shall be 5% of each
payment past due for 10 or more days.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, reasonable arbitration,  paralegals',  attorneys'
and experts' fees and expenses,  whether  incurred without the commencement of a
suit,  in  any  trial,  arbitration,  or  administrative  proceeding,  or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this  paragraph,  exceed the maximum  lawful rate,  the effective  interest rate
under this Note shall be the maximum  lawful  rate,  and any amount  received by
Bank in excess of such rate shall be applied to  principal  and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT.  If any of the following occurs, a default  ("Default") under this Note
shall  exist:  NONPAYMENT;  NONPERFORMANCE.  The  failure  of timely  payment or
performance of the Obligations or Default (however  denominated) under this Note
or any other Loan Documents.  FALSE WARRANTY.  A warranty or representation made
or deemed made in the Loan  Documents or furnished  Bank in connection  with the
loan  evidenced  by this Note proves  materially  false,  or if of a  continuing
nature,  becomes materially false. CROSS DEFAULT.  At Bank's option, any default
in payment or performance of any obligation under any other loans,  contracts or
agreements of Borrower,  any  Subsidiary  or Affiliate of Borrower  ("Affiliate"
shall  have the  meaning as defined  in 11 U.S.C.  & 101,  except  that the term
"debtor"  therein  shall  be  substituted  by  the  term   "Borrower""   herein;
"Subsidiary" shall mean any corporation of which more than 50% of the issued and
outstanding   voting  stock  is  owned  directly  or  indirectly  by  Borrower).
CESSATION;  BANKRUPTCY.  The death of, appointment of guardian for,  dissolution
of, termination of existence of, loss of good standing status by, appointment of
a receiver for,  assignment for the benefit of creditors of, or  commencement of
any  bankruptcy  or  insolvency  proceeding  by or  against  the  Borrower,  its
Subsidiaries or Affiliates, if any, or any party to the Loan Documents.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  BANK
LIEN.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity OF this Note
and all other  Obligations,  and all of the Obligations shall be immediately due
and payable. CUMULATIVE.  Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.

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;  all on a  consolidated  and  consolidating  basis and in  reasonable
detail,  prepared in conformity with generally accepted  accounting  principles,
applied  on a  basis  consistent  with  that of the  preceding  year.  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 its Subsidiaries,  if any. Any other qualification of the
opinion by the

                                     Page 3

<PAGE>

accountant shall render the acceptability of the financial statements subject to
Bank's  approval.  Borrower's  accountant  shall  provide  Bank  with a  written
acknowledgment of Bank's reliance upon the statements in accordance with N.J.S.
& 2A25.

PERIODIC  FINANCIAL  STATEMENTS.   Borrower  shall  deliver  to  Bank  unaudited
management-prepared   quarterly   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.

Borrower  shall  deliver to Bank:  a} the  following  statements  and  schedules
pertaining to the Borrower's business operations, monthly or at such other times
as may be  requested  by Bank;  accounts  receivable  agings,  accounts  payable
agings, inventory schedules and tax returns; b) not later than five (5) calendar
days after  receipt  thereof by  Borrower,  a copy of any  management  letter or
report for Borrower  prepared by a CPA; c) not later than 120 days after the end
of each fiscal year income  statements  by store  location  prepared In a format
acceptable to Bank,  certified as true, correct and complete by Borrower's chief
financial  officer;  d) not later than 30 days  prior to  the end of each fiscal
year,  consolidating  cash flow projections for the subsequent  fiscal year in a
format  acceptable  to  Bank;  and e)  such  other  information  respecting  the
operations,  financial or otherwise, of Borrower or any of its subsidiaries,  as
Bank may from time to time reasonably request.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

YEAR 2000 COMPATIBILITY. Borrower shall take all action necessary to assure that
Borrower's  computer based systems are able to operate and  effectively  process
data  including  dates on and after  January  1, 2000.  At the  request of Bank,
Borrower shall provide Bank assurance acceptable to Bank of Borrower's Year 2000
compatibility.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same  Default on a future  occasion.  Neither the failure nor any
delay on the part of Bank in exercising any right,  power,  or remedy under this
Note and other Loan  Documents  shall operate as a waiver  thereof,  nor shall a
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
notices of any kind. Further,  each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan  evidenced  by this Note for any period
and  grant  any  releases,  compromises  or  indulgences  with  respect  to  any
collateral  securing  this Note,  or with  respect to any other  Borrower or any
other person liable under this Note or other Loan Documents,  all without notice
to or consent of each  Borrower or each person who may be liable under this Note
or other Loan  Documents and without  affecting the liability of Borrower or any
person who may be liable under this Note or other Loan Documents.


                                     Page 4

<PAGE>

MISCELLANEOUS PROVISIONS.  Assignment.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part,  by  Bank.  In  addition,  nothing  in this  Note or any of the Loan
Documents shall prohibit Bank from pledging or assigning this Note or any of the
Loan  Documents or any interest  therein to any Federal  Reserve Bank.  Borrower
shall not assign its rights and  interest  hereunder  without the prior  written
consent of Bank,  and any  attempt by Borrower to assign  without  Bank's  prior
written consent is null and void. Any assignment shall not release Borrower from
the Obligations. Applicable Law; Conflict Between Documents. This Note and other
Loan Documents shall be governed by and construed under the laws of the state of
Florida.  If the terms of this Note should  conflict  with the terms of the loan
agreement or any commitment letter that survives closing, the terms of this Note
shall control. Borrower's Accounts. Except as prohibited by law, Borrower grants
Bank a security interest in all of Borrower's  accounts with Bank and any of its
affiliates.  Jurisdiction. Borrower irrevocably agrees to non-exclusive personal
jurisdiction in the state named in Bank's address shown above. Severability.  If
any provision of this Note or of the other Loan Documents shall be prohibited or
invalid under  applicable  law, such provision  shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such  provision  or the  remaining  provisions  of this  Note or  other  such
document.  Notices.  Any notices to Borrower shall be sufficiently  given, if in
writing and mailed or delivered to the  Borrower's  address  shown above or such
other  address as provided  hereunder,  and to Bank, if in writing and mailed or
delivered to Bank's office address shown above or such other address as Bank may
specify  in  writing  from time to time.  In the  event  that  Borrower  changes
Borrower's  address  at any time prior to the date the  Obligations  are paid in
full,  Borrower agrees to promptly give written notice of said change of address
by registered or certified mail, return receipt requested,  all charges prepaid.
Plural;  Captions. All references in the Loan Documents to Borrower,  guarantor,
person,  document or other nouns of reference  mean both the singular and plural
form,  as the case may be,  and the term  "person"  shall  mean any  individual,
person or entity.  The captions contained in the Loan Documents are inserted for
convenience only and shall not affect the meaning or  interpretation of the Loan
Documents.  Binding Contract. Borrower by execution of and Bank by acceptance of
this Note  agree that each  party is bound to all terms and  provisions  of this
Note.  Advances.  Bank in its sole discretion may make other Advances under this
Note pursuant hereto.  Posting of Payments.  All payments received during normal
banking hours after 2:00 p.m. local time at the office of Bank first shown above
shall be deemed  received  at the  opening of the next  banking  day.  Joint and
Several Obligations. Each Borrower is jointly and severally obligated under this
Note. Fees and Taxes.  Borrower shall promptly pay all  documentary,  intangible
recordation and/or similar taxes on this transaction whether assessed at closing
or arising from time to time.

ARBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial proceeding,  any claim or controversy arising out of
or relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved by binding  arbitration  conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without limitation,  tort claims,  counterclaims,  a dispute as to
whether a matter is subject to arbitration,  claims brought as class actions, or
claims arising from documents  executed in the future. A judgment upon the award
may be entered in any court having jurisdiction.  Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.

SPECIAL RULES. All arbitration  hearings shall be conducted in the city named in
the address of Bank first stated above.  A hearing shall begin within 90 days of
demand for arbitration and all hearings shall conclude within 120 days of demand
for arbitration. These time limitations may not be extended unless a party shows
cause for extension and then for no more than a total of 60


                                     Page 5

<PAGE>

days. The expedited  procedures set forth in Rule 51 ET SEQ.. of the Arbitration
Rules shall be  applicable  to claims of less than $1  ,0O0,000.00.  Arbitrators
shall be licensed  attorneys  selected  from the  Commercial  Financial  Dispute
Arbitration  Panel of the AAA.  The parties do not waive  applicable  Federal or
state substantive law except as provided herein.

PRESERVATION AND LIMITATiON OF REMEDIES.  Notwithstanding  the preceding binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that any party may  exercise  before or after an  arbitration
proceeding is brought.  The parties shall have the right to proceed in any court
of proper  jurisdiction  or by self-help to exercise or prosecute  the following
remedies,  as  applicable:  (i) all  rights  to  foreclose  against  any real or
personal  property  or other  security  by  exercising  a power of sale or under
applicable  law by judicial  foreclosure  including a proceeding  to confirm the
sale;  (ii) all  rights  of  self-help  Including  peaceful  occupation  of real
property and collection of rents,  ET SEQ., and peaceful  possession of personal
property; (iii) obtaining provisional or ancillary remedies including injunctive
relief,  sequestration,  garnishment,  attachment,  appointment  of receiver and
filing  an  involuntary  bankruptcy  proceeding;  and (iv)  when  applicable,  a
judgment by confession of judgment.  Any claim or controversy with regard to any
party's entitlement to such remedies is a Dispute.

The parties  agree that they shall not have a remedy of  punitive  or  exemplary
damages against other parties in any Dispute and hereby waive any right or claim
to punitive or exemplary  damages they have now or which may arise in the future
in connection with any Dispute whether the Dispute is resolved by arbitration or
judicially.

WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION ThEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.

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

                        Chefs International, Inc., a Delaware corporation
                        Taxpayer Identification Number: 22-2058515

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


STATE OF NEW JERSEY
COUNTY OF OCEAN


The foregoing  instrument was  acknowledged  before me this 23rd day of October,
1998, by

Anthony  Papalia,  as  President  of  CHEFS  INTERNATIONAL,   INC.,  a  Delaware
corporation, 1998, by on behalf of the corporation. He is personally known to me
or has produced drivers license as identification.


/s/ CYNTHIA L. WALSH              NOTARY PUBLIC
-----------------------------     Name of Acknowledger Typed, Printed or Stamped
    Cynthia L. Walsh

CYNTHIA L. WALSH
Notary Public of New Jersey
My Commission Expires 4/20/2002

                                     Page 6

<PAGE>
                                                                    S96721127364

                         SCHEDULE A TO PROMISSORY NOTE

The Note will be paid in the  principal  amounts  plus  accrued  interest on the
dates as shown below:


Payment Due Date         Principal Payment Due             Remaining Principal
----------------         ---------------------             -------------------
                                                                Outstanding
                                                                -----------
                                                           (following scheduled
                                                            principal payment)

Oct 28, 1998                      0.00                         880,000.00
Dec 1, 1999                   1,819.26                         878,180.74
Jan 4, 1999                   1,832.70                         876,348.04
Feb 1, 1999                   2,988.41                         873,359.63
Mar 1, 1999                   3,006.58                         870,353.05
Apr 1, 1999                   2,457,69                         867,895.36
May 3, 1999                   2,285.71                         865,609.65
Jun 1, 1999                   2,865.69                         862,743.96
Jul 1, 1999                   2,696.34                         860,047.62
Aug 2, 1999                   2,340.26                         857,707.36
Sep 1, 1999                   2,729.16                         854,978.20
Oct 1, 1999                   2,746.94                         852,231.26
Nov 1, 1999                   2,579.72                         849,651.54
Dec 1, 1999                   2,781.65                         846,869.89
Jan 4, 2000                   2,063.95                         844,805.94
Feb 1, 2000                   3,180.25                         841,625.69
Mar 1, 2000                   3,016.78                         838,608.91
Apr 3, 2000                   2,307.12                         836,301.79
May 1, 2000                   3,231.98                         833,069.81
Jun 1, 2000                   2,708.75                         830,361.06
Jul 3, 2000                   2,546.62                         827,814.44
Aug 1, 2000                   3,103.78                         824,710.66
Sep 1, 2000                   2,765.04                         821,945.62
Oct 2, 2000                   2,783.66                         819,161.96
Nov 1, 2000                   2,980.34                         816,181.62
Dec 1, 2000                   2,999.77                         813,181.85
Jan 2, 2001                   2,666.03                         810,515.82
Feb 1, 2001                   3,036.69                         807,479.13
Mar 1, 2001                   3,407.28                         804,071.85
Apr 2, 2001                   2,729.36                         801,342.49
May 1, 2001                   3,270.54                         798,071.95
Jun 1, 2001                   2,944.42                         795,127.53
Jul 2, 2001                   2,964.25                         792,163.28
Aug 1, 2001                   3,156.29                         789,006.99
Sep 4, 2001                   2,491.30                         786,515.69
Oct 1, 2001                   3,705.64                         782,810.05
Nov 1, 2001                   3,047.19                         779,762.86
Dec 3, 2001                   2,898.33                         776,864.53
Jan 2, 2002                   3,255.98                         773,608.55
Feb 1, 2002                   3,277.20                         770,331.35
Mar 1, 2002                   3,633.22                         766,698.13
Apr 1, 2002                   3,155.69                         763,542.44
May 1, 2002                   3,342.80                         760,199.64
Jun 3, 2002                   2,869.19                         757,330.45
Jul 1, 2002                   3,712.30                         753,618.15
Aug 1, 2002                   3,243.77                         750,374.38


                                       7

<PAGE>


Payment Due Date         Principal Payment Due             Remaining Principal
----------------         ---------------------             -------------------
                                                                Outstanding
                                                                -----------
                                                           (following scheduled
                                                            principal payment)

Sep 3, 2002                   2,939.62                         747,434.76
Oct 1, 2002                   3,772.49                         743,662.27
Nov 1, 2002                   3,310.81                         740,351.46
Dec 2, 2002                   3,333.11                         737,018.35
Jan 2, 2003                   3,355.55                         733,662.80
Feb 3, 2003                   3,218.78                         730,444.02
Mar 3, 2003                   3,875.83                         726,568.19
Apr 1, 2003                   3,741.57                         722,826.62
May 1, 2003                   3,608.13                         719,218.49
Jun 2, 2003                   3,319.18                         715,899.31
Jul 1, 2003                   3,808.78                         712,090.53
Aug 1, 2003                   3,523.41                         708,567.12
Sep 2, 2003                   3,393.22                         705,173.90
Oct 1, 2003                   3,876.35                         701,297.55
Nov 3, 2003                   3,291.42                         698,006.13
Dec 1, 2003                   4,073.12                         693,933.01
Jan 2, 2004                   3,494.94                         690,438.07
Feb 2, 2004                   3,669.22                         686,768.85
Mar 1, 2004                   4,141.47                         682,627.38
Apr 1, 2004                   3,721.81                         678,905.57
May 3, 2004                   3,599.40                         675,306.17
Jun 1, 2004                   4,064.50                         671,241.67
Jul 1, 2004                   3,944.29                         667,297.38
Aug 2, 2004                   3,680.09                         663,617.29
Sep 1, 2004                   3,993.98                         659,623.31
Oct 1, 2004                   4,020.00                         655,603.31
Nov 1, 2004                   3,903.79                         651,699.52
Dec 1, 2004                   4,071.64                         647,627.88
Jan 4, 2005                   3,535.46                         644,092.42
Feb 1, 2005                   4,401.04                         639,691.38
Mar 1, 2005                   4,427.80                         635,263.58
Apr 1, 2005                   4,040.76                         631,222.82
May 2, 2005                   4,067.97                         627,154.85
Jun 1, 2005                   4,231.59                         622,923.26
Jul 1, 2005                   4,259.17                         618,664.09
Aug 1, 2005                   4,152.53                         614,511.56
Sep 1, 2005                   4,180.50                         610,331.06
Oct 3, 2005                   4,076.07                         606,254.99
Nov 1, 2005                   4,499.48                         601,755.51
Dec 1, 2005                   4,397.11                         597,358.40
Jan 3, 2006                   4,036.49                         593,321.91
Feb 1, 2006                   4,580.95                         588,740.96
Mar 1, 2006                   4,737.70                         584,003.26
Apr 3, 2006                   4,132.22                         579,871.04
May 1, 2006                   4,791.65                         575,079.39
Jun 1, 2006                   4,446.03                         570,633.36
Jul 3, 2006                   4,352.01                         566,281.35
Aug 1, 2006                   4,751.29                         561,530.06
Sep 1, 2006                   4,537.27                         556,992.79


                                       8

<PAGE>


Payment Due Date         Principal Payment Due             Remaining Principal
----------------         ---------------------             -------------------
                                                                Outstanding
                                                                -----------
                                                           (following scheduled
                                                            principal payment)

Oct 2, 2006                   4,567.82                         552,424.97
Nov 1, 2006                   4,718.58                         547,706.39
Dec 1, 2006                   4,749.33                         542,957.06
Jan 2, 2007                   4,544.40                         538,412.66
Feb 1, 2007                   4,809.89                         533,602.77
Mar 1, 2007                   5,073.06                         528,529.71
Apr 2, 2007                   4,644.68                         523,885.03
May 1, 2007                   5,018.37                         518,866.66
Jun 1, 2007                   4,824.56                         514,042.10
Jul 2, 2007                   4,857.05                         509,185.05
Aug 1, 2007                   5,000.36                         504,184.69
Sep 4, 2007                   4,594.87                         499,589.82
Oct 1, 2007                   5,388.46                         494,201.36
Nov 1, 2007                   4,990.65                         489,210.71
Dec 3, 2007                   4,917.99                         484,292.72
Jan 2, 2008                   5,162.58                         479,130.14
Feb 1, 2008                   5,196.22                         473,933.92
Mar 3, 2008                   5,127.13                         468,806.79
Apr 1, 2008                   5,365.33                         463,441.46
May 1, 2008                   5,298.46                         458,143.00
Jun 2, 2008                   5,133.95                         453,009.05
Jul 1, 2008                   5,464.84                         447,544.21
Aug 1, 2008                   5,304.84                         442,239.37
Sep 2, 2008                   5,244.50                         436,994.87
Oct 1, 2008                   5,565.73                         431,429.14
Nov 3, 2008                 431,429.14                               0.00


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