AMENDMENT NO. 3

                                       TO

                           LOAN AND SECURITY AGREEMENT

         THIS  AMENDMENT  NO. 3  ("Amendment")  is entered  into as of June ___,
2000, by and between CFP Holdings,  Inc.,  Custom Food Products,  Inc. and QFAC,
LLC (as assignee of QF Acquisition  Corp.)  (collectively,  the "Borrowers") and
Fleet Capital Corporation ("Lender").

                                   BACKGROUND

         Borrowers and Lender are parties to a Loan and Security Agreement dated
as of May 5, 1998 (as amended, supplemented, restated or otherwise modified from
time to time, the "Loan Agreement")  pursuant to which Lender provides Borrowers
with certain financial accommodations.

         Borrowers  have  requested  that Lender  amend the Loan  Agreement  and
Lender is willing to do so on the terms and conditions hereafter set forth.

         NOW,  THEREFORE,  in  consideration  of any loan or advance or grant of
credit  heretofore  or  hereafter  made to or for the  account of  Borrowers  by
Lender,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.  Definitions.  All  capitalized  terms not otherwise  defined herein
shall have the meanings given to them in the Loan Agreement.

         2.  Amendment  to  Loan  Agreement.  Subject  to  satisfaction  of  the
conditions  precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:

                  2.1.  Section 1.1 of the Loan  Agreement is hereby  amended as
follows:

                           (a) the following defined term is hereby added in its
appropriate alphabetical order:

                           Leverage Ratio - for any fiscal period,  the ratio of
(i) the amount of  Obligations  outstanding  under this  Agreement  (whether for
principal,  interest or premium) as at the date of  determination to (ii) EBITDA
for the four  most  recent  fiscal  quarters  ending  on or prior to the date of
determination.

                           (b) the following  defined term is hereby  amended in
its entirety to provide as follows:

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                           Maximum  Revolving  Credit  Amount - an amount at any
time equal to (a) Forty Five Million Dollars  ($45,000,000) minus (b) the sum of
(i) the aggregate face amount of all outstanding  Letters of Credit at such time
and (ii) the  outstanding  principal  balance of the Term Loan and the Equipment
Loans at such time.

                  2.2. Section 2.2(A) of the Loan Agreement is hereby amended by
inserting the following sentence after the fourth sentence thereof:

                  "The Term  Loan  shall be  payable  in  consecutive  quarterly
installments  of $250,000  each  commencing  on October 1, 2000 and on the first
Business Day of each quarter  thereafter,  with the remaining  unpaid  principal
balance  due and  payable  on the  last day of the  Original  Term,  subject  to
acceleration  upon the  occurrence  of a Default or Event of Default  under this
Agreement or termination of this Agreement and to mandatory prepayments pursuant
to Section 2.2(B) hereof."

                  2.3. The second  sentence of Section 2.7 of the Loan Agreement
is deleted in its entirety and replaced with the following sentence:

                  "The maximum  principal amount of outstanding  Standby Letters
of Credit shall not exceed Eight Million  Dollars  ($8,000,000) in the aggregate
at any time.

                  2.4. A new Section 9.3 is hereby  added in the Loan  Agreement
in the appropriate numerical order to provide as follows:

                  "9.3.  Specific Financial  Covenants.  During the term of this
Agreement,  and thereafter  for so long as there are any  Obligations to Lender,
each  Borrower  covenants  that,  unless Lender has first  consented  thereto in
writing, it shall:

                           (A) Leverage Ratio. Maintain Leverage Ratio as at the
end of each  fiscal  quarter of 2.25 to 1.00  commencing  on the fiscal  quarter
ending June 30, 2000."

         3. Conditions of  Effectiveness.  This Amendment shall become effective
upon receipt by Lender of (a) four (4) copies of this Amendment executed by each
Borrower,  (b) payment of an amendment  fee of $25,000 which shall be charged by
Lender to  Borrowers'  account  as a  Revolving  Credit  Loan and (c) such other
certificates,  instruments, documents, agreements and opinions of counsel as may
be  required  by  Lender  or its  counsel,  each of  which  shall be in form and
substance satisfactory to Lender and its counsel.

         4. Representations and Warranties.  Each Borrower hereby represents and
warrants as follows:

                  (a) This Amendment and the Loan Agreement,  as amended hereby,
constitute  legal,  valid  and  binding  obligations  of each  Borrower  and are
enforceable against each Borrower in accordance with their respective terms.

                                       2

<PAGE>

                  (b) Upon the  effectiveness  of this Amendment,  each Borrower
hereby reaffirms all covenants,  representations and warranties made in the Loan
Agreement to the extent the same are not amended  hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

                  (c) No  Event  of  Default  or  Default  has  occurred  and is
continuing or would exist after giving effect to this Amendment.

                  (d) No Borrower has any defense,  counterclaim  or offset with
respect to the Loan Agreement.

         5. Effect on the Loan Agreement.

                  (a) Upon the  effectiveness of this Amendment,  each reference
in the Loan Agreement to "this Agreement,"  "hereunder,"  "hereof,"  "herein" or
words of like import  shall mean and be a  reference  to the Loan  Agreement  as
amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
Amendment shall not operate as a waiver of any right, power or remedy of Lender,
nor  constitute a waiver of any  provision of the Loan  Agreement,  or any other
documents,  instruments  or agreements  executed  and/or  delivered  under or in
connection therewith.

         6. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors and assigns and
shall be governed by and construed in  accordance  with the laws of the State of
New York.

         7. Headings. Section headings in this Amendment are included herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

         8.  Counterparts.  This Amendment may be executed by the parties hereto
in one or more  counterparts,  each of which shall be deemed an original and all
of  which  taken  together  shall  be  deemed  to  constitute  one and the  same
agreement.  Any signature delivered by a party via facsimile  transmission shall
be deemed to be an original signature hereto.

                                       3

<PAGE>

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.

                              CFP HOLDINGS, INC.
                              CUSTOM FOOD PRODUCTS, INC.
                              QFAC, LLC

                              By:___________________________________
                                   Name:   Ron Gallo
                                   Title:  Senior Vice President and CFO of each
                                           of the foregoing entities

                              FLEET CAPITAL CORPORATION

                              By:___________________________________
                                   Name:   Thomas Maiale
                                   Title:  Vice President

                                       4


<PAGE>

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$45,000,000                                                 As of June ___, 2000

                  This Amended and Restated  Revolving Credit Note (this "Note")
is the  Revolving  Credit Note  referred to in, and is issued  pursuant to, that
certain Loan and Security  Agreement dated as of May 5, 1998 between each of the
undersigned  (each a "Borrower" and collectively  "Borrowers") and Fleet Capital
Corporation ("Fleet" or "Lender") (as same may be amended, restated, modified or
supplemented from time to time, the "Loan Agreement"), and is entitled to all of
the benefits  and security of the Loan  Agreement.  All  capitalized  terms used
herein,  unless  otherwise  specifically  defined in this  Note,  shall have the
meanings ascribed to them in the Loan Agreement. All of the terms, covenants and
conditions of the Loan  Agreement and the Loan  Documents are hereby made a part
of this Note and are deemed incorporated herein in full.

                  FOR VALUE RECEIVED, each of the undersigned hereby jointly and
severally  promises to pay to the order of Fleet in such coin or currency of the
United  States  which  shall be legal  tender in  payment of all debts and dues,
public and  private,  at the time of payment,  the  principal  sum of FORTY FIVE
MILLION AND 00/100 DOLLARS ($45,000,000) or, if different from such amount, such
amount of the  Revolving  Credit  Loans as may be due and  owing  under the Loan
Agreement,  payable in accordance  with the provisions of the Loan Agreement and
subject to  acceleration  upon the  occurrence  of an Event of Default under the
Loan  Agreement or earlier  termination  of the Loan  Agreement  pursuant to the
terms  thereof,  together  with  interest  from and after the date hereof on the
unpaid  principal  balance  outstanding at the applicable rates set forth in the
Loan Agreement  which shall be payable in accordance  with the provisions of the
Loan Agreement.

                  Upon the occurrence of an Event of Default,  Lender shall have
all of the rights and remedies set forth in Section 11 of the Loan Agreement.

                  Time is of the  essence of this Note.  To the  fullest  extent
permitted  by  applicable   law,  each  Borrower,   for  itself  and  its  legal
representatives,  successors and assigns, expressly waives presentment,  demand,
protest, notice of dishonor,  notice of non-payment,  notice of maturity, notice
of protest,  presentment for the purpose of accelerating maturity,  diligence in
collection, and the benefit of any exemption or insolvency laws.

                  Wherever  possible,  each  provision  of this  Note  shall  be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Note  shall  be  prohibited  or  invalid  under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity  without  invalidating the remainder of such provision
or remaining  provisions of this Note. No delay or failure on the part of Lender
in the  exercise  of any right or remedy  hereunder  shall  operate  as a waiver
thereof,  nor as an acquiescence in any default, nor shall any single or partial
exercise  by Lender of any right or remedy  preclude  any other right or remedy.
Lender,  at its option,  may enforce its rights against any collateral  securing
this Note without enforcing its rights against  Borrowers,  any guarantor of the
indebtedness  evidenced  hereby or any other property or indebtedness  due or to
become due to  Borrowers.  Each  Borrower  agrees  that,  without  releasing  or
impairing any Borrower's  liability  hereunder,  Lender

<PAGE>

may at any time  release,  surrender,  substitute  or  exchange  any  collateral
securing  this  Note  and  may  at any  time  release  any  party  primarily  or
secondarily liable for the indebtedness evidenced by this Note.

                  This Note amends and  restates in its entirety and is given in
substitution  for,  but not in  satisfaction  of, and  supersedes  that  certain
Revolving  Credit Note dated as of May 5, 1998 issued by  Borrowers  in favor of
Lender in the original principal amount of $40,000,000.

                  This Note shall be governed by, and  construed and enforced in
accordance with, the laws of the State of New York.

                  IN WITNESS  WHEREOF,  each Borrower has caused this Note to be
duly executed and delivered on the date first above written.

                          CFP HOLDINGS, INC.
                          CUSTOM FOOD PRODUCTS, INC.
                          QFAC, LLC (as assignee of QF Acquisition Corp.)


                          By:___________________________________
                               Name:   Ron Gallo
                               Title:  Senior Vice President and CFO of each of
                                       the foregoing entities

                                      -2-

<PAGE>

STATE OF ____________)
                    : ss.:
COUNTY OF ___________)


                  On this ____ day of June, 2000, before me personally came Eric
W. Ek, to me known,  who, being by me duly sworn,  did depose and say that he is
the Vice President and CFO of CFP Holdings, Inc., Custom Food Products, Inc. and
QFAC,  LLC,  the  entities   described  in  and  which  executed  the  foregoing
instrument;  and that he  signed  his  name  thereto  by  order of the  board of
directors or managers, as the case may be, of each such entities.

                                       ------------------------------
                                       Notary Public