RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            CHEFS INTERNATIONAL, INC.


         CHEFS INTERNATIONAL,  INC., a corporation  organized and existing under
the laws of the State of Delaware, hereby certifies as follows:

         1. The name of the  corporation  is CHEFS  INTERNATIONAL,  INC. and the
name  under  which  the  corporation  was  originally   incorporated  is  CHEF'S
INTERNATIONAL,   INC.  The  date  of  filing  of  its  original  Certificate  of
Incorporation with the Secretary of State was March 5, 1975.

         2.  This  Restated  Certificate  of  Incorporation  only  restates  and
integrates  and does not further  amend the  provisions  of the  Certificate  of
Incorporation  of this  corporation as heretofore  amended or  supplemented  and
there is no  discrepancy  between those  provisions  and the  provisions of this
Restated Certificate of Incorporation.

         3.  The  text  of  the  Certificate  of  Incorporation  as  amended  or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:

                                    * * * * *

         1.       The name of the corporation is

                            CHEFS INTERNATIONAL, INC.

         2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington,

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County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

         3.       The nature of the business or purposes to be
conducted or promoted is:

         To establish,  build, purchase or otherwise acquire,  lease,  maintain,
manage and operate restaurants and other eating places, and to deal in, sell and
dispose of foods, beverages, liquors, and food products of all kinds.

         To construct,  own, buy, sell, lease, equip and operate restaurants and
restaurant enterprises of all kinds.

         To conduct a general public relations business  furnishing  services in
advertising, promoting and developing the restaurant and catering business.

         To develop methods for increasing and improving the restaurant business
and to promote the all aspects of the restaurant business.

         To engage in any lawful act or activity for which  corporations  may be
organized under the General Corporation Law of Delaware.

         To manufacture purchase or otherwise acquire, invest in, own, mortgage,
pledge,  sell,  assign and transfer or otherwise  dispose of, trade, deal in and
deal with goods,  wares and merchandise and personal property of every class and
description.

         To acquire,  and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and

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property, and to undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.

         To acquire,  hold, use, sell, assign,  lease, grant licenses in respect
of, mortgage or otherwise  dispose of letters patent of the United States or any
foreign   country,   patent  rights,   licenses  and   privileges,   inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

         To acquire by  purchase,  subscription  or  otherwise,  and to receive,
hold, own, guarantee,  sell, assign,  exchange,  transfer,  mortgage,  pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting  trust  certificates  in  respect of the shares of capital  stock,
scrip,  warrants,  rights, bonds,  debentures,  notes, trust receipts, and other
securities,  obligations,  choses in action and  evidences  of  indebtedness  or
interest  issued  or  created  by  any  corporations,   joint  stock  companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government,  or by
any state, territory,  province,  municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights,  powers and  privileges  of  ownership,  including  the right to execute
consents and vote  thereon,  and to do any and all acts and things  necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

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         To borrow or raise  money for any of the  purposes  of the  corporation
and,  from time to time  without  limit as to  amount,  to draw,  make,  accept,
endorse,  execute  and  issue  promissory  notes,  drafts,  bills  of  exchange,
warrants,  bonds, debentures and other negotiable or non-negotiable  instruments
and evidences of  indebtedness,  and to secure the payment of any thereof and of
the interest  thereon by mortgage  upon or pledge,  conveyance  or assignment in
trust of the whole or any part of the  property of the  corporation,  whether at
the time owned or thereafter acquired,  and to sell, pledge or otherwise dispose
of such  bonds  or  other  obligations  of the  corporation  for  its  corporate
purposes.

         To  purchase,   receive,  take  by  grant,  gift,  devise,  bequest  or
otherwise,  lease, or otherwise  acquire,  own, hold,  improve,  employ, use and
otherwise deal in and with real or personal  property,  or any interest therein,
wherever situated,  and to sell convey, lease,  exchange,  transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's  property and
assets, or any interest therein, wherever situated.

         In  general,  to possess  and  exercise  all the powers and  privileges
granted  by the  General  Corporation  Law of  Delaware  or by any  other law of
Delaware  or by this  certificate  of  incorporation  together  with any  powers
incidental  thereto,  so far as such  powers and  privileges  are  necessary  or
convenient  to the conduct,  promotion or attainment of the business or purposes
of the corporation.

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         The business and purposes  specified in the  foregoing  clauses  shall,
except  where  otherwise  expressed,  be in  nowise  limited  or  restricted  by
reference  to,  or  inference  from,  the  terms  of any  other  clause  in this
certificate of incorporation, but the business and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent  business
and purposes.

         4. The total number of shares of stock which the corporation shall have
authority to issue is fifteen million (15,000,000) shares of Common Stock having
a par value of $.01 per share.

         5. The name and mailing address of each incorporator is as follows:

         Name                        Mailing Address
         ----                        ---------------
B.A. Pennington                      100 West Tenth Street
                                     Wilmington, Delaware 19800

W.J. Reif                            100 West Tenth Street
                                     Wilmington, Delaware 19800

R.F. Andrews                         100 West Tenth Street
                                     Wilmington, Delaware 19800


         6. The corporation is to have perpetual existence.

         7. In  furtherance  and not in  limitation  of the powers  conferred by
statute, the board of directors is expressly authorized:

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         To make, alter or repeal the by-laws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To set apart out of any of the funds of the  corporation  available for
dividends a reserve or reserves  for any proper  purpose and to abolish any such
reserve in the manner in which it was created.

         By a majority of the whole board, to designate one or more  committees,
each  committee to consist of one or more of the  directors of the  corporation,
The board may  designate  one or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  The by-laws may provide that in the absence or  disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the board of directors to act at the
meeting  in the  place of any  such  absent  or  disqualified  member,  Any such
committee,  to the extent  provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and  authority of the board of directors in the  management  of the business and
affairs of the  corporation  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the  certificate  of  incorporation,
adopting an agreement of merger or consolidation, recommending to the

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stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation;  and, unless the resolution or by-laws, expressly so
provide,  no such  committee  shall  have the power or  authority  to  declare a
dividend or to authorize the issuance of stock.

         When and as authorized by the  stockholders in accordance with statute,
to sell, lease or exchange all or  substantially  all of the property and assets
of the corporation,  including its good will and its corporate franchises,  upon
such terms and conditions and for such consideration, which may consist in whole
or in part of money or  property  including  shares  of stock in,  and/or  other
securities of, any other corporation or corporations,  as its board of directors
shall deem expedient and for the best interests of the corporation.


         8. Meetings of stockholders  may be held within or without the State of
Delaware,  as the by-laws may provide.  The books of the corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
board of directors or in the by-laws of the corporation.  Elections of directors
need not be by written  ballot  unless the by-laws of the  corporation  shall so
provide.

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         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

         10.  No  Director  of  the  corporation  shall  have  liability  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director  occurring  after  the  date on  which  the  Certificate  of
Amendment  amending the Certificate of  Incorporation to include this Article 10
is filed with the Secretary of State of Delaware;  provided,  however,  that the
foregoing  shall not limit or eliminate the  liability of a director  (i)for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware  General  Corporation  Law or (iv) for any  transaction  from which the
director derived an improper personal benefit.

                                    * * * * *

         4. This Restated  Certificate of Incorporation  was duly adopted by the
Board of Directors of this  corporation  in  accordance  with Section 245 of the
General Corporation Law of the State of Delaware.

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         5. This Restated Certificate of Incorporation shall be effective on the
date this Restated  Certificate of  Incorporation is filed with the Secretary of
State of Delaware.

         IN WITNESS  WHEREOF,  said CHEFS  INTERNATIONAL,  INC.  has caused this
Certificate to be signed by Anthony  Papalia,  its  President,  this 12th day of
March, 1999.

                                             CHEFS INTERNATIONAL, INC.

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

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