CHEFS INTERNATIONAL, INC.

         Revocable Proxy Solicited on Behalf of the Board of Directors

               Annual Meeting of Stockholders - November 7, 1996

      The undersigned, a stockholder of CHEFS INTERNATIONAL, INC.(the "Company")
hereby appoints  Anthony Papalia and Martin Fletcher or either of them, as proxy
or proxies of the undersigned,  with full power of substitution, to vote, in the
name,  place  and stead of the  undersigned,  with all of the  powers  which the
undersigned would possess if personally  present,  on behalf of the undersigned,
all the shares which the  undersigned  is entitled to vote at the Annual Meeting
of the Stockholders of Chefs International,  Inc. to be held at 9:30 A.M. (local
time) on Thursday,  November 7, 1996,  at the  Company's  Jack  Baker's  Lobster
Shanty Restaurant at 2200 South Orlando Avenue,  Cocoa Beach,  Florida 32931 and
at any and all adjournments  thereof. The undersigned directs that this Proxy be
voted as follows:

      1) To elect directors for the ensuing year

                  FOR __ all nominees listed           WITHHOLD AUTHORITY __ to
                                                       vote for all
                  below (except as marked to           nominees listed below
                  the contrary below)

      Nominees:         JAMES FLETCHER, MARTIN FLETCHER, FRANK KOENEMUND, JACK
MARIUCCI, ANTHONY PAPALIA
(Instructions: To withhold authority for an individual nominee, write that
nominee's name on the line provided.)


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      2) To authorize and approve an amendment to the Company's  Certificate  of
Incorporation (a) to reduce the number of authorized shares of Common Stock from
50,000,000 shares of Common Stock, $.01 par value per share ("Old Common Stock")
to  15,000,000  shares of Common  Stock,  $.01 par value per share ("New  Common
Stock"),  and  (b)  to  effect  a  one-for-three  reverse  stock  split  of  the
outstanding  13,466,155  shares of Old Common Stock thereby changing such shares
of Old Common Stock into approximately 4,488,719 shares of New Common Stock.

                  FOR o             AGAINST o         ABSTAIN o

      3) In their discretion, on all other matters as shall properly come before
the meeting

                  AUTHORITY GRANTED o           AUTHORITY WITHHELD o




                  (Continued and To be Signed on the Reverse Side)








      The Board of Directors recommends a vote FOR all of the foregoing.  UNLESS
OTHERWISE  SPECIFIED  AS ABOVE  PROVIDED,  THIS  PROXY  WILL BE VOTED  "FOR" THE
ELECTION OF DIRECTORS  (PROPOSAL ONE) AND "FOR" THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION  AND THE REVERSE STOCK SPLIT (PROPOSAL TWO) AS SET FORTH IN THE
PROXY  STATEMENT.  IN ADDITION,  DISCRETIONARY  AUTHORITY IS CONFERRED AS TO ALL
OTHER  MATTERS  THAT MAY COME  BEFORE  THE  MEETING  UNLESS  SUCH  AUTHORITY  IS
SPECIFICALLY WITHHELD.  Stockholders who are present at the meeting may withdraw
their Proxy and vote in person if they so desire.

      PLEASE  MARK,  SIGN,  DATE AND RETURN YOUR PROXY  PROMPTLY.  No postage is
required if returned in the enclosed  envelope and mailed in the United  States.
Receipt of the Notice of Annual Meeting of Stockholders,  the accompanying Proxy
Statement of the Board of Directors and the Company's Annual Report for the year
ended January 28, 1996 is acknowledged.



Dated:_______________________________________, 1996


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- - - ---------------------------------------------------------
(Signature of Stockholder)

                                                      Please  sign   exactly  as
                                                      name   appears   on   this
                                                      Proxy.   If   shares   are
                                                      registered  in  more  than
                                                      one name,  the  signatures
                                                      of all  such  persons  are
                                                      required.   A  corporation
                                                      should  sign  in its  full
                                                      corporate  name  by a duly
                                                      authorized        officer,
                                                      stating     his     title.
                                                      Trustees,       guardians,
                                                      executors              and
                                                      administrators should sign
                                                      in     their      official
                                                      capacity,   giving   their
                                                      full  title as such.  If a
                                                      partnership,  please  sign
                                                      in  partnership   name  by
                                                      authorized person.



                  PLEASE SIGN AND RETURN THIS PROXY PROMPTLY


 No postage is Required if Returned in the Enclosed Envelope and Mailed in the
United States