AGREEMENT OF SALE


                                     BETWEEN


                               GOURMET ASSOCIATES,
                        A NEW JERSEY LIMITED PARTNERSHIP,

                                                         SELLER



                                       AND



                            CHEFS INTERNATIONAL, INC.
                             A DELAWARE CORPORATION,
                                                         PURCHASER


                              DATED: AUGUST , 1998



                                       FOR

                             1 ROYAL PALM BOULEVARD
                               VERO BEACH, FLORIDA



PREPARED BY:      ROBERT A. DEL VECCHIO, ESQ.
                  SHANLEY & FISHER, P.C.
                  131 MADISON AVENUE
                  MORRISTOWN, NEW JERSEY 07962-1979


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                                TABLE OF CONTENTS


                                                                      PAGE

PRELIMINARY STATEMENT...............................................    1

ARTICLE 1         SALE OF PROPERTY; PURCHASE PRICE;
                  PAYMENT TERMS; ESCROW.............................    1

                  1.1      Sale of Property.........................    1
                  1.2      Price....................................    1
                  1.3      Payment Terms............................    1
                  1.4      Escrow...................................    2
                  1.5      Federal Tax Identification Number........    4
                  1.6      Continued Representation of Seller.......    4

ARTICLE 2         TITLE TO PROPERTY; DEFECTS........................    5

                  2.1      Title Insurance..........................    5
                  2.2      Right to Pay Off Monetary
                           Encumbrances.............................    6
                  2.3      Affidavits...............................    6

ARTICLE 3         CONTINGENCIES.....................................    7
                  3.1      Bankruptcy Court Approval................    7

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF SELLER;
                  LIMITATION ON SELLER'S REPRESENTATIONS AND
                  WARRANTIES........................................    7

                  4.1      Representations and Warranties...........    7
                  4.2      Survival.................................    9
                  4.3      Limitation on Seller's
                           Representations, Warranties,
                           Covenants and Agreements.................    9

ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF PURCHASER.......    9

                  5.1      Purchaser's Representations and
                           Warranties...............................    9
                  5.2      Survival of Purchaser's
                           Representations and Warranties...........    9
ARTICLE 6         DAMAGE, DESTRUCTION AND CONDEMNATION..............   10

                  6.1      Risk of Loss.............................   10
                  6.2      Condemnation.............................   10

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

                                                                       PAGE

ARTICLE 7         CLOSING DATE AND DELIVERY OF DOCUMENTS, ETC.......    11

                  7.1      Closing Date.............................    11
                  7.2      Closing Costs............................    11
                  7.3      Deliveries by Seller.....................    11
                  7.4      Deliveries by Purchaser..................    12

ARTICLE 8         CLOSING ADJUSTMENTS...............................    13

                  8.1      Adjustment Time..........................    13
                  8.2      Description of Items to be Adjusted......    13
                  8.3      Bulk Transfers...........................    13

ARTICLE 9         DEFAULT; REMEDIES.................................    13

                  9.1      Defaults; Remedies.......................    13

ARTICLE 10 MISCELLANEOUS............................................    14

                  10.1     Brokerage Commission and Finder's Fee....    14
                  10.2     Notices..................................    14
                  10.3     Attorney's Fees..........................    15
                  10.4     Assignment...............................    15
                  10.5     Successors and Assigns...................    16
                  10.6     Governing Law............................    16
                  10.7     Incorporation of Prior Agreements........    16
                  10.8     Modification of Agreement................    16
                  10.9     Further Assurances.......................    16
                  10.10    No Recordation...........................    16
                  10.11    Interpretation...........................    16
                  10.12    Counterparts.............................    17
                  10.13    Acceptance of Deed.......................    17

                                       ii

<PAGE>

                                AGREEMENT OF SALE

         AGREEMENT OF SALE (this  "Agreement"),  dated August __, 1998,  between
GOURMET  ASSOCIATES,  a New  Jersey  limited  partnership  ("Seller")  and CHEFS
INTERNATIONAL, INC., a Delaware corporation ("Purchaser" or "Buyer").


                              PRELIMINARY STATEMENT

         Seller is the owner of land  lying and the  building  and  improvements
thereon located in Indian River County,  Florida, more particularly described on
Exhibit A (the "Property") annexed hereto.

         Seller desires to sell and convey to Purchaser,  and Purchaser  desires
to purchase and acquire from Seller, the Property, subject, nevertheless, to the
contingencies set forth herein.

         NOW,  THEREFORE,  for and in consideration  of the premises,  and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE 1

             SALE OF PROPERTY; PURCHASE PRICE; PAYMENT TERMS; ESCROW

         1.1      SALE OF PROPERTY.  Seller  hereby agrees to sell and convey to
Purchaser,  and  Purchaser  agrees to purchase  and  acquire  from  Seller,  the
Property upon the terms and conditions herein contained.

         1.2      PRICE.   The  purchase   price  for  the  Property   shall  be
$1,100,000.00 (the "Price").

         1.3      PAYMENT TERMS.   The Price shall be payable as follows:

         (a) upon execution of this Agreement by Purchaser, One Hundred Thousand
         Dollars  ($100,000.00)  (the  "Deposit")  shall be paid by Purchaser to
         Shanley & Fisher,  P.C.,  131 Madison  Avenue,  Morristown,  New Jersey
         07962-1979  (the "Escrow Agent") by a certified check or wired funds to
         be held pursuant to the provisions of SECTION 1.4 hereof;

<PAGE>

         (b) on the  Closing  Date,  the balance of the Price (plus or minus any
         net closing  adjustments  provided  herein),  by attorney trust account
         check.

         1.4      ESCROW.

         (a) The Deposit shall be held in escrow in an interest  bearing account
         by Escrow Agent until delivered as herein provided. Any interest earned
         on the Deposit  shall be paid to whichever  party is entitled  thereto.
         Such interest shall not be credited  against the Aggregate  Price.  The
         Deposit  shall be held and  disbursed by Escrow Agent in the  following
         manner:

                  (i) to Seller at the  Closing  Date upon  consummation  of the
                  closing; or

                  (ii) to  Seller  upon  receipt  of  written  demand  therefor,
                  stating that  Purchaser  has defaulted in the  performance  of
                  Purchaser's obligations under this Agreement and the facts and
                  circumstances underlying such default; provided, however, that
                  Escrow  Agent shall not honor such demand  until at least five
                  (5) days after it has sent a copy of such demand to Purchaser,
                  nor  thereafter  if Escrow Agent shall have  received  written
                  notice of  objection  from  Purchaser in  accordance  with the
                  provisions of clause (b) of this SECTION 1.4; or

                  (iii) to Purchaser  upon receipt of written  demand  therefor,
                  stating that either (x) this Agreement has been terminated and
                  certifying the basis for such  termination,  or (y) Seller has
                  defaulted in performance of Seller's obligations and the facts
                  and circumstances underlying such default or that Purchaser is
                  otherwise entitled to the Deposit under the provisions of this
                  Agreement;  provided,  however,  that  Escrow  Agent shall not
                  honor  such  demand  until at least five (5) days after it has
                  sent a copy of such demand to Seller, nor thereafter if Escrow
                  Agent shall have  received  written  notice of objection  from
                  Seller in accordance with the provisions of clause (b) of this
                  SECTION 1.4.

         (b) Upon  receipt of written  demand for the  Deposit by  Purchaser  or
         Seller pursuant to clause (ii) or (iii) of SECTION 1.4(A), Escrow Agent
         shall promptly send a copy thereof to the other party.  The other party
         shall  have the right to  object  to the  delivery  of the  Deposit  by
         sending  written  notice of such  objection to Escrow

                                       2

<PAGE>

         Agent  within  five (5) days  after  Escrow  Agent  sends a copy of the
         written demand to the objecting party but not  thereafter.  Such notice
         shall set forth the basis for objecting to the delivery of the Deposit.
         Upon receipt of such notice,  Escrow Agent shall  promptly  send a copy
         thereof to the party who made the written demand.

         (c) In the event of any dispute  between the parties,  Escrow Agent, at
         its option,  may disregard all  instructions  received and may hold the
         Deposit  until the dispute is  mutually  resolved  and Escrow  Agent is
         advised of this fact in writing by both Seller and Purchaser, or Escrow
         Agent  is  otherwise  instructed  by a final  judgment  of a  court  of
         competent jurisdiction.

         (d) In the event  Escrow  Agent shall be  uncertain as to its duties or
         rights hereunder or shall receive conflicting  instructions,  claims or
         demands from the parties hereto,  or  instructions  which conflict with
         any of the provisions of this Agreement, Escrow Agent shall be entitled
         (but not  obligated)  to refrain  from taking any action  other than to
         keep  safely  the  Deposit  until  Escrow  Agent  shall  be  instructed
         otherwise in writing signed by both Seller and  Purchaser,  or by final
         judgment of a court of competent jurisdiction.

         (e) Escrow  Agent may rely upon,  and shall be  protected  in acting or
         refraining from acting upon, any written notice, instruction or request
         furnished to it hereunder  and believed by it to be genuine and to have
         been signed or presented by the proper party or parties,  provided that
         any  modification  of this  Agreement  shall be signed by Escrow Agent,
         Purchaser and Seller.

         (f) Seller and Purchaser  shall jointly and severally hold Escrow Agent
         harmless  against any loss,  damage,  liability or expense  incurred by
         Escrow Agent not caused by its willful  misconduct or gross negligence,
         arising out of or in connection  with its entering into this  Agreement
         and the carrying out of its duties  hereunder,  including the costs and
         expenses  of  defending  itself  against  any  claim  of  liability  or
         participating  in any legal  proceeding.  Escrow Agent may consult with
         counsel of its choice,  and shall have full and complete  authorization
         and protection for any action taken or suffered by it hereunder in good
         faith and in accordance with the opinion of such counsel.

                                       3

<PAGE>

         (g) Escrow Agent may resign at will and be  discharged  from its duties
         or   obligations   hereunder  by  giving  notice  in  writing  of  such
         resignation  specifying a date when such resignation shall take effect;
         provided,  however,  that prior to such resignation a substitute escrow
         agent is approved in writing by Seller and  Purchaser,  which  approval
         shall not be unreasonably withheld or delayed.  After such resignation,
         Escrow Agent shall have no further duties or liability hereunder.

         (h) Purchaser and Seller,  together,  shall have the right to terminate
         the  appointment  of Escrow  Agent  hereunder by giving to it notice of
         such termination, specifying the date upon which such termination shall
         take effect and designating a replacement  escrow agent, who shall sign
         a counterpart of this Agreement.  Upon demand of such successor  escrow
         agent, the Deposit shall be turned over and delivered to such successor
         escrow  agent,  who shall  thereupon be bound by all of the  provisions
         hereof.

         (i) Seller and Purchaser shall be jointly and severally responsible for
         the  reimbursement to Escrow Agent of all expenses,  disbursements  and
         advances  (including  reasonable  attorneys'  fees) incurred or made by
         Escrow  Agent  in  connection  with  the  carrying  out of  its  duties
         hereunder.

         (j) Escrow Agent's agreements and obligations hereunder shall terminate
         and  Escrow  Agent  shall  be  discharged   from  further   duties  and
         obligations  hereunder  upon final payment of the Deposit in accordance
         with the  terms  of this  Agreement.

         1.5 FEDERAL TAX IDENTIFICATION  NUMBER.  Purchaser  represents that its
federal  identification  number  is  22-2058515.  Seller  agrees  that  its  tax
identification  number shall be used by the Escrow Agent when the escrow account
is opened.  In the event the interest on the Deposit is paid to  Purchaser,  the
Escrow Agent is authorized and directed to file a revised Form 1099  identifying
Purchaser as the recipient thereof.

         1.6  CONTINUED  REPRESENTATION  OF  SELLER.Notwithstanding  that Escrow
Agent  is  acting  as  an  escrow   agent  for  the   Deposit,   and,   further,
notwithstanding  any subsequent dispute which arises between the parties related
to this Agreement or otherwise,  Purchaser agrees that Escrow Agent may continue
to represent  Seller as legal counsel in connection  with this Agreement and the
transactions   contemplated  hereby  and/or  with  respect  to  any  dispute  or
litigation concerning the same.

                                       4

<PAGE>

                                    ARTICLE 2

                           TITLE TO PROPERTY; DEFECTS

         2.1      TITLE INSURANCE.

         (a) Within  twenty  (20) days after the Date of this  Agreement,  Buyer
shall  obtain,  at  Buyer's  expense,  with a title  insurance  commitment  (the
"Commitment")  committing a title  insurance  company to insure Buyer's title to
the  Subject  Property,  together  with  copies of all  documents  listed in the
Commitment as exceptions or matters  required to be corrected  prior to Closing.
The Commitment and resulting title  insurance  policy (the "Policy") shall be in
the amount of the Purchase  Price.  All costs of the Commitment and Policy shall
be paid by Buyer. The Commitment and Policy shall be in an ALTA standard form as
currently authorized and approved by the Insurance  Commissioner of the State of
Florida.  The Policy shall insure  marketable  title.  The  Commitment  shall be
delivered  to  Seller's  attorney,  unless  Seller  directs  otherwise.  Buyer's
attorney shall have ten (10) business days before Closing to give written notice
to the Seller of any  objections  by the Buyer to the title.  Failure of Buyer's
attorney to deliver such written notice of disapproval to Seller within the said
time period shall be  conclusive  evidence  that the Buyer has approved each and
every  matter  contained in the  Commitment  and that Buyer will accept title in
that condition  subject to the other terms hereof relating to the status of such
title at  Closing.  The Buyer shall not be  required  to make  objection  to the
existence of any mortgage lien,  materialmen or mechanic's lien, assessment lien
or any other lien  encumbering all or any part of the Subject  Property,  all of
which are hereby deemed to be title objections.  After due notice,  Seller shall
have a  reasonable  time,  not to exceed  fifteen  (15) days,  to cure any title
defect  and, if  necessary,  the Closing  shall be delayed for that  period.  If
Seller  fails to cure any title  defect as to which due  notice is given,  Buyer
shall have the option to  terminate  this  Agreement  and to notify  Seller that
Buyer  will not  proceed  with the  purchase,  whereupon  this  Agreement  shall
terminate  and the Buyer shall be  entitled  to the return of the Earnest  Money
deposited with the Escrow Agent. In the alternative,  Buyer shall have the right
to accept the title in its then  existing  condition  and  proceed to Closing as
otherwise provided herein.  Seller agrees to use its best efforts, in good faith
to cure all title defects.

         (b) Within fifteen (15) days prior to the date of Closing,  Buyer shall
deliver to Seller's  attorney a written  endorsement  (the"Endorsement")  to the
Commitment. The Endorsement shall revise the effective date of the Commitment to
a date not earlier than  fifteen (15) days prior to the date of Closing.  If the
Endorsement shows any new exceptions to title, Buyer shall have until Closing to
object  thereto  and in the  event of  objection,  the

                                       5

<PAGE>

preceding terms of this Section 2.1 shall apply. The commitment must be endorsed
at Closing to  provide  that the Policy  will  insure  against  adverse  matters
arising  between the effective  date of the  Commitment and the recording of the
deed given to Buyer.

         2.2 RIGHT TO PAY OFF MONETARY ENCUMBRANCES. Seller shall have the right
to pay off any  monetary  encumbrances  against  the  Properties  on the Closing
Dates, as hereinafter  defined, out of the cash then payable provided recordable
instruments of release or discharge of such  encumbrances  in form and substance
reasonably satisfactory to Purchaser's counsel are then delivered to Purchaser.

         2.3  AFFIDAVITS.  At  Closing,  Seller  shall  provide  Buyer  with  an
Affidavit of No Lien and such  additional  documentation  as is required in such
form as is  necessary  to  enable  the  Title  Insurance  Company  issuing  said
Commitment  to remove the mechanics  lien and parties in  possession  exceptions
thereto,  which  affidavit  shall (i) run to the benefit of Buyer and said Title
Insurance  Company,  (ii) be in form acceptable to Buyer and the Title Insurance
Company and (iii) contain without limitation the following information:

         (a) That  there  are no  outstanding  unrecorded  contracts  for  sale,
         option, lease or other arrangement with respect to the Subject Property
         to any person other than Buyer.

         (b) That the Subject Property is being conveyed unencumbered except for
         the Permitted Exceptions.

         (c) That no  construction  or repairs  have been made by Seller nor any
         work done to or on the Subject  Property by Seller  which have not been
         fully paid for,  nor any contract  entered  into nor anything  done the
         consequence  of which  would  result in a lien or a claim of lien to be
         made  against the Subject  Property  pursuant to Chapter  713,  Florida
         Statutes or otherwise.

         (d) That there are no parties in  possession  of the  Subject  Property
         being conveyed other than Seller or Buyer.

         (e) That there are no filings in the office of the Clerk of the Circuit
         Court  of  Indian  River  County,  Florida,  nor in the  office  of the
         Secretary of State, State of Florida, which indicate a lien or security
         interest  in,  on or  under  the  Subject  Property  which  will not be
         released or terminated at Closing.

                                       6

<PAGE>

                                    ARTICLE 3

                                  CONTINGENCIES

         3.1. BANKRUPTCY COURT APPROVAL.This Agreement is contingent upon Seller
obtaining  approval from the United  States  Bankruptcy  Court,  District of New
Jersey as part of the  existing  case titled "In re Robert E.  Brennan,  Debtor"
(the  "Brennan  Estate")  currently  pending as a Chapter 11  proceeding  in the
United States Bankruptcy Court, District of New Jersey, Case No. 95-35502 (KCF).

                                    ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF SELLER;
              LIMITATION ON SELLER'S REPRESENTATIONS AND WARRANTIES

         4.1  REPRESENTATIONS  AND WARRANTIES.  As an inducement to Purchaser to
enter into this Agreement, Seller represents and warrants to Purchaser that:

         (a) Seller is a limited partnership duly organized and validly existing
         under the laws of the State of New Jersey and  authorized  to  transact
         business in the State of Florida,  has the power and authority to enter
         into  this  Agreement  and  to  consummate  the   transactions   herein
         contemplated and the execution and delivery hereof, and the performance
         by Seller of its  obligations  hereunder will not violate or constitute
         an event of default  under the terms or  provisions  of any  agreement,
         document or other  instrument to which Seller is a party or by which it
         or the Property is bound;

         (b) the execution and delivery of this  Agreement and the  consummation
         of the transaction contemplated hereby have been duly authorized by the
         general  partner of Seller and this  Agreement  constitutes a valid and
         binding obligation of Seller enforceable in accordance with its terms;

         (c) the execution, delivery and performance of this Agreement by Seller
         and the  consummation of the  transactions  contemplated  hereby in the
         manner  contemplated  herein  will not violate  any  provision  of law,
         statute, rule or regulation to which Seller or the Property is subject,
         or violate any judgment, order, writ, injunction or decree of any court
         applicable to Seller or the Property;

                                       7

<PAGE>

         (d) Seller is not a "foreign  person"  under the Foreign  Investment in
         Real Property Tax Act of 1980  ("FIRPTA") and upon  consummation of the
         transaction  contemplated  hereby,  Purchaser  will not be  required to
         withhold from the Price any withholding tax;

         (e) there are no leases or tenancies  which affect the Property  except
         Purchaser's tenancy;

         (f) That the Seller has good,  insurable  and  marketable  title to the
         Property,  free and clear of all liens,  encumbrances  and  restrictive
         covenants, except as otherwise set forth herein;

         (g) That there are no special  assessments  against or  relating to the
         Property;

         (h) That  Seller has not entered  into any  outstanding  agreements  of
         sale,  options or other rights of third  parties to acquire an interest
         in the Property;

         (i) That  there  are no  encroachments  upon  the  Property  except  as
         disclosed in Buyer's Commitment;

         (j) That Seller has full power to sell, convey, transfer and assign the
         Property on behalf of all parties having an interest therein;

         (k)  That  there is  access  for  ingress  and  egress  to and from the
         Property to the public roads,  streets,  highways and avenues, in front
         of or adjoining all or any part of the Property;

         (l) That all  utilities,  including but not limited to,  sewer,  water,
         telephone  and  electricity,  are  available  to the  perimeter  of the
         Property in such  quantities and  capacities as to permit  operation of
         the Property;

         (m) That the Property has never been used as a garbage dump,  landfill,
         or hazardous waste dump and is not in violation of any federal or state
         environmental  law or  regulation,  including,  but not  limited  to 42
         U.S.C. ss.9601 ET Seq. (CERCLA) and 42 U.S.C. ss.6901 ET seq. (RCRA);

         (n) That  there are no pending or  threatened  condemnation  or similar
         proceedings  affecting the  Property;  Seller shall notify Buyer of any
         changes affecting this representation prior to the Closing.

                                       8

<PAGE>

         4.2 SURVIVAL.  The  representations  or warranties set forth in SECTION
4.1 shall not survive the closing of title.

         4.3 LIMITATION ON SELLER'S REPRESENTATIONS,  WARRANTIES,  COVENANTS AND
AGREEMENTS.  PURCHASER  ACKNOWLEDGES  AND AGREES THAT,  EXCEPT AS EXPRESSLY  SET
FORTH IN THIS AGREEMENT,  NEITHER  SELLER,  NOR ANY AGENT OR  REPRESENTATIVE  OF
SELLER HAS MADE,  AND SELLER IS NOT  LIABLE OR  RESPONSIBLE  FOR OR BOUND IN ANY
MANNER  BY,  ANY  EXPRESS OR  IMPLIED  REPRESENTATIONS,  WARRANTIES,  COVENANTS,
AGREEMENTS,  OBLIGATIONS,  GUARANTEES,  STATEMENTS,  INFORMATION  OR INDUCEMENTS
PERTAINING TO THE PROPERTY OR ANY PART THEREOF,  THE TITLE OR PHYSICAL CONDITION
THEREOF, THE QUANTITY,  FITNESS AND QUALITY THEREOF, THE VALUE AND PROFITABILITY
THEREOF,  THE USES  WHICH  CAN BE MADE  THEREOF  OR ANY  OTHER  MATTER  OR THING
WHATSOEVER WITH RESPECT THERETO. PURCHASER ACKNOWLEDGES,  AGREES, REPRESENTS AND
WARRANTS THAT IT HAS HAD SUCH ACCESS TO THE PROPERTY AS PURCHASER HAS CONSIDERED
NECESSARY,   PRUDENT,   APPROPRIATE  OR  DESIRABLE  FOR  THE  PURPOSES  OF  THIS
TRANSACTION AND,  WITHOUT LIMITING THE FOREGOING,  THAT PURCHASER AND ITS AGENTS
AND  REPRESENTATIVES  HAVE  INDEPENDENTLY  INSPECTED,  EXAMINED,   INVESTIGATED,
ANALYZED  AND  APPRAISED  ALL OF SAME  INCLUDING  THE  CONDITION,  ENVIRONMENTAL
CONDITION,  VALUE AND  PROFITABILITY  THEREOF.  WITHOUT  LIMITING THE FOREGOING,
PURCHASER  ACKNOWLEDGES  AND AGREES THAT,  EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT,  SELLER IS NOT  LIABLE OR  RESPONSIBLE  FOR OR BOUND IN ANY MANNER BY
(AND  PURCHASER  HAS  NOT  RELIED  UPON)  ANY  VERBAL  OR  WRITTEN  OR  SUPPLIED
REPRESENTATIONS,  WARRANTIES,  COVENANTS, AGREEMENTS,  OBLIGATIONS,  GUARANTEES,
STATEMENTS,  INFORMATION OR  INDUCEMENTS  PERTAINING TO THE PROPERTY OR ANY PART
THEREOF. WITHOUT LIMITING THE FOREGOING,  PURCHASER ACKNOWLEDGES AND AGREES THAT
PURCHASER IS PURCHASING THE PROPERTY "AS IS" AT THE DATE HEREOF.

                                    ARTICLE 5

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         5.1 PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES.  As an inducement to
Seller to enter into this Agreement, Purchaser represents and warrants that:

         (a) Purchaser is a duly  organized and validly  existing under the laws
         of the State of Delaware,  is in good  standing,  and has the power and
         authority to enter into this Agreement, is authorized to do business in
         Florida and to consummate the transactions herein contemplated, and the
         execution and delivery  hereof and the  performance by Purchaser of its
         obligations  hereunder  will  not  violate  or  constitute  an event of
         default  under the terms or provisions  of any  agreement,  document or
         other instrument to which Purchaser is a party or by which it is bound;

                                       9

<PAGE>

         (b) the  execution,  delivery  and  performance  of this  Agreement  by
         Purchaser and the consummation of the transactions  contemplated hereby
         in the manner  contemplated  herein will not violate any  provisions of
         any legal  requirement  to which  Purchaser is subject,  or violate any
         judgment,  order, writ, injunction or decree of any court applicable to
         Purchaser; and

         (c)  no  consent,  authorization,   license,  permit,  registration  or
         approval of, or exemption or other action by any governmental or public
         body,  commission  or  authority  is  required in  connection  with the
         execution  and  delivery  by  Purchaser  of this  Agreement  except  as
         otherwise stated herein.

         (d) Purchaser  shall not sell or lease the Property for a period of six
         months after the closing of the sale of the Brennan Estate's  1,766,557
         shares of  Purchaser's  common  stock but not to exceed  one year after
         Closing.

         5.2  SURVIVAL  OF  PURCHASER'S   REPRESENTATIONS  AND  WARRANTIES.  The
representations,  warranties  and covenants set forth in SECTION 5.1 (a) through
(c) shall not survive the closing.


                                    ARTICLE 6

                      DAMAGE, DESTRUCTION AND CONDEMNATION

         6.1 RISK OF LOSS. In the event of loss or damage to the Property  prior
to Closing by either  fire or other  casualty,  the Buyer,  at its  option,  may
rescind its  obligations  to close on this  Agreement  and receive an  immediate
refund of the Deposit or,  Buyer may elect to close on this  Agreement  and take
title to the Property together with whatever insurance proceeds accrue by virtue
of said loss or damage.

         6.2  CONDEMNATION.  In the event any  proceedings or  negotiations  are
instituted  which do or may result in a taking by condemnation or eminent domain
of the Property or any portion  thereof,  Seller shall promptly notify Purchaser
thereof,  describing  the  nature  and  extent  thereof.  In the  event  of such
condemnation  or eminent domain  proceedings,  Purchaser shall have the right on
notice to Seller to terminate  this  Agreement,  whereupon,  except as expressly
provided herein, neither party shall have and further rights hereunder.  If this
Agreement is not so terminated,  Purchaser shall close title on the Closing Date
and shall pay the entire  Price,  but  Purchaser  shall be  entitled to a credit
against

                                       10

<PAGE>

the Price for the amount of any condemnation award received by Seller on account
of such  proceedings.  If the award  has not been paid to Seller on the  Closing
Date,  Seller shall then assign to Purchaser  all of Seller's  right,  title and
interest in and to all awards payable by reason thereof.


                                    ARTICLE 7

                  CLOSING DATE AND DELIVERY OF DOCUMENTS, ETC.

         7.1 CLOSING DATE. The closing of the  transaction  contemplated  hereby
(the "Closing")  shall occur on or before  September 30, 1998 at 4:00 p.m. local
time at the offices of Shanley a Fisher,  P.C.,  or at such other time and place
as the parties shall mutually agree (the "Closing Date"). The parties agree that
time shall be of the essence with respect to the Closing  Date. In the event the
Closing does not occur by the Closing  Date,  Purchaser  shall have the right to
cancel this Agreement and receive a return of the Deposit.

         7.2      CLOSING COSTS.

         (a) SELLER:  Seller will pay all costs of (i) documentary  stamps to be
         affixed to the Warranty Deed;  (ii)  preparation and recordation of any
         instruments  necessary to correct title; and (iii) Seller's  attorney's
         fee's.

         (b) BUYER:  Buyer will pay all costs of (i)  recording  Warranty  Deed;
         (ii)  documentary  stamps,  intangible  tax  and  recording  fee on any
         purchase  money note and mortgage;  (iii) the Title  Insurance  premium
         based on the Price; and (iv) Buyer's attorney's fees.

         7.3  DELIVERIES  BY SELLER.  At the time of Closing,  the Sellers shall
execute and  delivered or cause to be delivered to Buyer  executed  originals of
the following documents:

         (a) Statutory General Warranty Deed.

         (b) Affidavit of Lien as required by Article 5.02 above.

         (c) FIRPTA Affidavit in compliance with the Foreign  Investment in Real
         Property tax Act of 1980, as amended ("FIRPTA").

         (d)  Such  other  documents  as  may be  required  to be  executed  and
         delivered to complete the transaction contemplated hereunder.

                                       11

<PAGE>

         (e)  Originals  of all  leases  (and any  amendments  thereto)  and all
         records and correspondence relating thereto covering any portion of the
         Property,  any security deposits relating thereto,  and a duly executed
         and  acknowledged  assignment of leases in the form attached  hereto as
         Exhibit C.

         (f)  An  assignment  of  all  subsisting   assignable   guaranties  and
         warranties  issued in connection  with the  construction,  improvement,
         alteration and repair of the buildings and improvements  located on the
         Property, and the purchase and repairs of the personal property located
         thereon, together with the original of each such guaranty and warranty.

         (g) Any  and all  municipal,  county  and  state  permits  or  licenses
         necessary  for the use or  occupancy  of the  buildings  located on the
         Property,   including  without  limitation,   a  final  certificate  of
         occupancy or its equivalent.

         Seller shall deliver copies of all documents to be delivered at Closing
to Buyer's attorney not less than seven (7) days prior to Closing.

         In the event any mortgage or lien encumbers the Property,  Seller shall
provide to Buyer, prior to Closing, an estoppel certificate and/or payoff letter
from such  mortgagee or lien holder  stating the present  unpaid  balance of the
lien, including accrued interest to the proposed date of Closing, and the amount
required to satisfy and release the lien as the proposed Closing date.

         7.4  DELIVERIES BY PURCHASER.  At the time of Closing,  Buyer shall pay
the Price to Seller and shall  execute and deliver or cause to be  delivered  to
Seller,  executed  originals  of any and all  documents as may be required to be
executed and delivered to complete the transaction contemplated hereunder.

         Buyer shall deliver  copies of all documents to be delivered at Closing
to Seller's attorney not less than seven (7) days prior to Closing.

                                       12

<PAGE>

                                    ARTICLE 8

                               CLOSING ADJUSTMENTS

         8.1 ADJUSTMENT TIME. All  apportionments  and adjustments shall be made
as of 12:00 midnight on the day  immediately  preceding the Closing Date for the
applicable property (all such apportionments and adjustments being herein called
the "Closing Adjustment").

         8.2 DESCRIPTION OF ITEMS TO BE ADJUSTED.  The following  apportionments
and adjustments shall be made:

         (a) Real estate taxes  payable in  connection  with the Property  based
upon the calendar year.  Real estate taxes shall be prorated on the basis of the
fiscal year for which the Property has last been  assessed.  If the Closing Date
shall occur before the tax rate is fixed,  the  apportionment  of taxes shall be
upon the basis of the tax rate for the next preceding year applied to the latest
assessed evaluation. The parties agree that upon receipt of the actual tax bill,
real property taxes shall be reprorated and readjusted  within ten (10) business
days after a written request from the party seeking readjustment; and

         (b) Certified,  confirmed and ratified  special  assessment liens as of
the date of  Closing  shall be paid by Seller.  Pending  liens as of the date of
Closing  shall  be  assumed  by  Buyer;   provided,   however,  that  where  the
improvements have been substantially  completed as of the date of Closing,  such
pending liens shall be deemed  certified,  confirmed and ratified and Seller, at
Closing, shall be charged an amount equal to the amount of such assessment.

         8.3 BULK TRANSFERS.  In that event that this transaction is affected by
Chapter 676, FL. STAT. Bulk Transfers,  or any similar  legislation shall effect
this transaction, Seller shall comply with all applicable provisions thereon and
shall  indemnify,  defend and hold Buyer  harmless  from and against any and all
loss or damage  suffered by Buyer as a result of the failure of Seller to comply
therewith.


                                    ARTICLE 9

                                DEFAULT; REMEDIES

         9.1 DEFAULTS;  REMEDIES.  In the event this  transaction does not close
solely as a consequence of the default of Purchaser, Seller shall have the right
to retain the Deposit as liquidated  damages. In the event this transaction does
not close solely as a consequence of a default by Seller,  Purchaser  shall have
the right

                                       13

<PAGE>

to  terminate  this  Agreement  and receive a return of the  Deposit.  Purchaser
acknowledges  and  agrees  that  the  foregoing  remedy  shall  be its  sole and
exclusive  remedy.  Under no  circumstances  shall  Purchaser be entitled to any
damages,  costs  or  expenses  (including,  but not  limited  to,  consequential
damages) in the event of a default by Seller.


                                   ARTICLE 10

                                  MISCELLANEOUS

         10.1 BROKERAGE COMMISSION AND FINDER'S FEE. The parties agree that they
have dealt with each other and not through any real  estate  broker,  investment
banker,  person,  firm or entity who would by reason of such dealings be able to
claim a real estate brokerage, business opportunity brokerage or finder's fee as
the procuring cause of this transaction. Each of the parties agrees to indemnify
the  other  and hold the  other  harmless  of and from any and all  loss,  cost,
damage,  injury or expense arising out of, or in any way related to, assertions,
by any  other  person,  firm or  entity,  of a claim to real  estate  brokerage,
business opportunity brokerage or finder's fee based on alleged contacts between
the claiming party and the  indemnifying  party which have resulted in allegedly
providing the claiming party the right to claim such commission or finder's fee.
The provisions of this SECTION 10.1 shall survive the closing of title.

         10.2 NOTICES. All notices or other communications required or permitted
to be given  hereunder  shall be given in writing  and  delivered  either by (a)
certified  mail,  postage  prepaid,  (b)  a  reputable  messenger  service  or a
nationally  recognized  priority  delivery service such as Federal  Express,  or
facsimile  or other  telecopy  transmission  (followed  by a hard  copy  sent as
provided in clause (b) above), addressed as follows:

         To Seller:

                  Gourmet Associates
                  c/o Druker, Rahl & Fein
                  200 Canal Pointe Boulevard
                  Princeton, New Jersey 08540-5998
                  Attention:  Donald F. Conway
                              Chapter 11 Trustee
                  Fax # (609) 243-9799

                                       14

<PAGE>

         copy to:

                  Robert K. Malone, Esq.
                  Shanley & Fisher, P.C.
                  131 Madison Avenue
                  Morristown, New Jersey 07962-1979
                  Fax # (973) 539-6960

         To Purchaser:

                  Chefs International, Inc.
                  62 Broadway
                  Point Pleasant Beach, New Jersey 08742
                  Attention: Anthony Papalia, President
                  Fax # (732) 295-4514

         copy to:

                  Roger A. Tolins, Esq.
                  Tolins & Lowenfels, P.C.
                  12 East 49th Street
                  New York, New York 10017
                  Fax # (212) 888-7706

The foregoing  addresses may be changed or  supplemented by written notice given
as above  provided.  Any such  notice  sent by mail shall be deemed to have been
received by the addressee on the third  business day after posting in the United
States mail, or, if transmitted by messenger or a priority delivery service,  on
the first business day after transmittal,  or, if transmitted by facsimile, upon
receipt,  provided  receipt  occurs  before 5:00 P.M.  on a business  day in the
jurisdiction of the recipient.  Counsel for a party may give notice to the other
party with the same effect as if given by a party.

         10.3  ATTORNEY'S  FEES.  In the  event  any  action  or  proceeding  is
commenced to obtain a declaration of rights hereunder,  to enforce any provision
hereof, or to seek rescission of this Agreement for default contemplated herein,
whether  legal  or  equitable,  the  prevailing  party in such  action  shall be
entitled  to recover  its  reasonable  attorney's  fees in addition to all other
relief to which it may be entitled therein.  All indemnities provided for herein
shall include, but without limitation, the obligation to pay costs of defense in
the form of court costs and attorneys' fees.

         10.4  ASSIGNMENT.  Purchaser  may not  assign its  interest  under this
Agreement to any person or entity  without the prior  written  consent of Seller
which shall not be unreasonably  withheld provided,  however, that Purchaser may
assign its interest  under

                                       15

<PAGE>

this  Agreement to an entity owned or controlled by it or owning or  controlling
it. Purchaser agrees to notify Seller in writing of any such assignment at least
fourteen (14) days prior to the Closing Date.

         10.5 SUCCESSORS AND ASSIGNS. Subject to the provisions of SECTION 10.4,
the terms,  covenants and conditions  herein contained shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.

         10.6 GOVERNING LAW. This Agreement shall be governed by,  construed and
enforced in accordance with the laws of the State of New Jersey.

         10.7  INCORPORATION OF PRIOR  AGREEMENTS.  This Agreement  contains the
entire  understanding  of the parties  hereto with respect to the subject matter
hereof,  and no  prior  or  other  written  or  oral  agreement  or  undertaking
pertaining to any such matter shall be effective for any purpose.

         10.8  MODIFICATION  OF  AGREEMENT.Agreement   may  not  be  amended  or
modified,  nor  may any  obligation  hereunder  be  waived  orally,  and no such
amendment,  modification  or waiver shall be effective for any purpose unless it
is in writing, signed by the party against whom enforcement thereof is sought.

         10.9 FURTHER  ASSURANCES.  After the Closing Date Seller shall execute,
acknowledge and deliver,  for no further  consideration,  all such  assignments,
transfers,  documents  as  Purchaser  may  reasonably  request  to vest title in
Purchaser.

         10.10 NO RECORDATION. Neither this Agreement nor any memorandum thereof
shall be recorded by Purchaser and any such recording or attempt to record shall
be deemed to be a material breach hereof by Purchaser.  Purchaser  hereby waives
any right to file a LIS PENDENS or other form of attachment against the Property
in connection with this Agreement or the transactions  contemplated  hereby.  To
the extent any such filing is made in  violation  of this  provision,  Purchaser
shall indemnify and hold Seller  harmless from and against any damages  incurred
by Seller in connection therewith.

         10.11  INTERPRETATION.  This Agreement shall be construed reasonably to
carry out its intent without presumption against or in favor of either party. If
any  provision  hereof  shall  be  declared  invalid  by  any  court  or in  any
administrative  proceedings,  then the  provisions  of this  Agreement  shall be
construed in such manner so as to preserve the validity hereof and the substance
of the transaction herein contemplated to the extent possible.  The captions and
paragraph  headings are provided for purposes of

                                       16

<PAGE>

convenience  of reference  only and are not intended to limit,  define the scope
of, or aid in interpretation of any of the provisions hereof.

         10.12  COUNTERPARTS.  This  Agreement  may be executed and delivered in
several  counterparts,  each of which,  when so executed  and  delivered,  shall
constitute an original, fully enforceable counterpart for all purposes.

         10.13 ACCEPTANCE OF DEED. The acceptance of the deed to the Property by
Purchaser shall be deemed an  acknowledgment  by Purchaser that Seller has fully
complied  with all of its  obligations  hereunder  and that Seller is discharged
from all obligations  hereunder,  except for those  obligations  which expressly
survive the closing.


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth above.


WITNESS:                                    GOURMET ASSOCIATES



___________________________                 By:_________________________________
                                            Name:
                                            Title



WITNESS:                                    CHEFS INTERNATIONAL, INC.



___________________________                 By: /s/ ANTHONY PAPALIA
                                               ---------------------------------
                                            Name:   Anthony Papalia
                                            Title:  President

                                            ESCROW AGENT:

                                            SHANLEY & FISHER, P.C.



                                            By:_________________________________
                                            Name:
                                            Title:


                                       17

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION

All that certain tract or parcel of Land lying and being located in Indian River
County, State of Florida and more particularly described as follows:


PARCEL 1

Lots 1 and 2, Block 1, VERO ISLES SUBDIVISION,  according to the plat thereof as
recorded  in Plat  Book 31 Page 18,  Public  Records  of  Indian  River  County,
Florida.


PARCEL 2

The Northeasterly one-half of Lot 3, 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, 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  Easternmost  corner of
said Lot; thence run  Northeasterly a distance of 48.5 feet to said  Easternmost
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,  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  20E24'00"  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 line of Lot 2 and East
half of Lot 3 of said

<PAGE>

Vero Isles Subdivision on a curve being concave to the Southeast having a radius
of 1342.69 feet, a central angle of 7E29'20",  an arc distance of 175.50 feet to
the mid-point of the North line of said Lot 3; thence run North  36E53'20"  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 7E29'20",  an arc
distance of 178.11 feet to the Point of Beginning.

<PAGE>

                                    EXHIBIT B

                              PERMITTED EXCEPTIONS

1.       Notice of Commencement  recorded May 30, 1997, in Official Records Book
         1154, Page 2619, of the Public Records of Indian River County, Florida.

2.       Order  by the  Board  of  Adjustment  for the  City of Vero  Beach,  as
         recorded  October 15, 1996, in Official Records Book 1125, Page 777, of
         the Public Records of Indian River County, Florida.

3.       Order  by the  Board  of  Adjustment  for the  City of Vero  Beach,  as
         recorded  October 15, 1996, in Official Records Book 1125, Page 780, of
         the Public Records of Indian River County, Florida.

4.       Satisfaction of Mortgage recorded January 28, 1992, in Official Records
         Book 922,  Page 355,  of the  Public  Records of Indian  River  County,
         Florida.

5.       Affidavit of Operators Using Trade Name, by Chef's International - Palm
         Beach, Inc.,  recorded May 19, 1981, in Official Records Book 622, Page
         2946, of the Public Records of Indian River County, Florida.