EMPLOYMENT AGREEMENT
                                    dated as of March 31, 2000, between CFP
                                    GROUP, INC., a Delaware corporation (the
                                    "Company"), and RON GALLO (the "Executive").

                  The  Company  and the  Executive  desire  to enter  into  this
Agreement to continue the  employment  relationship  between the Company and the
Executive from and after the date hereof pursuant to the terms and conditions of
this Agreement.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
obligations hereinafter set forth, the parties agree as follows:

         Section 1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment by the Company upon the terms and conditions
hereinafter set forth.

         Section 2. Term. The employment of the Executive hereunder shall be for
the  period  (the  "Employment  Period")  commencing  on the  date  hereof  (the
"Commencement   Date")  and  ending  on  (a)  March  31,  2003  (the  "Scheduled
Termination Date"), or (b) such earlier date (the "Termination Date") upon which
the  employment  of  the  Executive  shall  terminate  in  accordance  with  the
provisions  hereof. The Employment Period may be extended at the sole discretion
of  the  Company  for  an  additional  90-day  period  to  facilitate   contract
negotiations  in the event the  Company  desires to retain the  services  of the
Executive following the expiration of the Employment Period.

         Section 3. Duties. During the Employment Period, the Executive shall be
employed as Chief  Financial  Officer of the  Company,  CFP  Holdings,  Inc.,  a
wholly-owned subsidiary of the Company ("Holdings"), Custom Food Products, Inc.,
a wholly-owned  subsidiary of Holdings, and QFAC, LLC, a wholly-owned subsidiary
of Holdings ("QFAC"), and shall perform such duties as are consistent therewith.
The  Executive  shall have such other  titles and  duties,  consistent  with the
status of a senior level executive of the Company,  as the Board of Directors of
the Company shall in its sole discretion designate.  The Executive shall use his
best  efforts  to  perform  well  and  faithfully   the  foregoing   duties  and
responsibilities.

         Section  4. Time to be  Devoted to  Employment.  During the  Employment
Period,  the  Executive  shall  devote all of his working  time,  attention  and
energies  to the  business  of the  Company  and its  subsidiaries  (except  for
vacations  to which he is  entitled  pursuant  to  Section  6(b) and  except for
illness or incapacity).  During the Employment  Period,  the Executive shall not
engage in any business activity which, in the reasonable  judgment of the Board,
conflicts  with the  duties  of the  Executive  hereunder,  whether  or not such
activity  is pursued  for gain,  profit or other  pecuniary  advantage.  Nothing
contained in this Section 4 shall  prohibit the Executive  from (a) owning up to
1% of the  outstanding  capital  stock  or  other  class  of  securities  of any
corporation  whose  shares are traded on a national  securities  exchange or are
listed on NASDAQ or (b) making other passive  investments  in entities  which do
not compete in any manner with the Company  after  obtaining  the prior  written
consent of the Board.



<PAGE>

         Section 5.  Compensation;  Bonus.  (a) The Company (or at the Company's
option,  any  subsidiary  or affiliate  thereof)  shall pay to the  Executive an
annual base salary (the "Base Salary") during the Employment  Period of $200,000
per annum,  payable in such installments (but not less often than monthly) as is
generally the policy of the Company with respect to its officers.

                  (b) The Base Salary shall be subject to annual  increases,  if
any,  in the sole  discretion  of the  Compensation  Committee  of the  Board of
Directors of the Company.

                  (c) In addition to the Base  Salary,  the  Executive  shall be
eligible  to  participate  in the  Company's  annual  cash bonus plan based upon
achieving  and  exceeding  the annual  performance  targets  for the  Company as
follows:

                            (i) In  respect  of each of the  2001  through  2003
         fiscal years (each,  a "Bonus  Year"),  the Company  shall award a cash
         bonus (the "Annual Cash Bonus"), if any, of between 35% and 100% of the
         Executive's  Base  Salary,  depending  upon the  percentage  of  Annual
         Budgeted  EBITDA (as  hereinafter  defined)  of the  Company  attained,
         according to the following schedule:

            Annual Budgeted EBITDA
                of the Company                               Cash Bonus as % of
                  % Attained                                    Base Salary
                  ----------                                    -----------
                less than 80%                                        0%
                     80%                                            35%
                     85%                                            40%
                     90%                                            50%
                     95%                                            60%
                     100%                                           70%
                     105%                                           85%
                110% and above                                      100%

                            (ii) As used herein,  the following terms shall have
         the following meanings:

                                    (A) "Annual Budgeted EBITDA" for the Company
                  for the fiscal year ended  March 31,  2001 equals  $30,513,246
                  and for each  subsequent  fiscal  year means the figure set by
                  the Board of Directors of the Company on a yearly basis.

                                    (B)  "EBITDA"  means the net  income  (after
                  provision  for all  bonuses) of the Company,  determined  on a
                  consolidated  basis  excluding  the  effect of any  Stipulated
                  Items (as hereinafter defined) and before payment or provision
                  for payment of (1) interest expense;  (2) any Federal,  state,
                  local or other taxes based on income; (3) depreciation expense
                  and (4) amortization of goodwill and other tangible assets.

                                    (C)  "Stipulated   Items"  means  income  or
                  expense  items of a  character  significantly  different  from
                  those incurred in the typical or customary

                                      -2-

<PAGE>


                  business   activities   of  the  Company   (determined   on  a
                  consolidated basis) or that would not be considered  recurring
                  factors in any  evaluation  of the ordinary  operations of the
                  business of the Company (determined on a consolidated  basis),
                  including,  but not limited to, (1) the sale or abandonment of
                  a plant or significant  segment of the business of the Company
                  (determined  on a  consolidated  basis);  (2)  the  sale of an
                  investment  not  acquired  for  resale;  (3) the  writeoff  of
                  goodwill  due to  unusual  events or  developments  within the
                  fiscal  year  being   considered;   (4)  the  condemnation  or
                  expropriation  of properties;  (5) certain  adjustments to the
                  reserve  accounts  recorded  by the Company  (determined  on a
                  consolidated  basis);  and (6) any management  fees payable to
                  First Atlantic Capital, Ltd. and its affiliates.

                            (iii) The  Company  shall,  promptly  following  the
         Company's receipt from its certified public  accountants of the audited
         consolidated  financial  statements of the Company for each Bonus Year,
         compute and promptly pay the Annual Cash Bonus based upon the EBITDA of
         the  Company  as  reflected  in  such  audited  consolidated  financial
         statements.

                  (d) In addition to the Base Salary,  in the sole discretion of
the Board of  Directors  of the  Company,  the  Executive  shall be  entitled to
participate in the incentive stock option plan of the Company.

         Section 6.  Business  Expenses;  Benefits.  (a) The Company (or, at the
Company's  option,  any  subsidiary or affiliate  thereof)  shall  reimburse the
Executive, in accordance with the practice from time to time for officers of the
Company,  for all  reasonable  and  necessary  expenses and other  disbursements
incurred by the Executive for or on behalf of the Company in the  performance of
his duties hereunder. The Executive shall provide such appropriate documentation
of expenses and disbursements as may from time to time be reasonably required by
the Company.

                  (b) During  the  Employment  Period,  the  Executive  shall be
entitled to four weeks paid  vacation  during each  twelve-month  period  worked
beginning on the Commencement Date.

                  (c) During the  Employment  Period,  the Company shall provide
the Executive with group health,  hospitalization and other employee benefits in
amounts and with terms  consistent with the policies of the Company with respect
to its officers.

                  (d) During the Employment  Period,  the Company will reimburse
the Executive for  professional  association  fees in an aggregate amount not to
exceed $2,000 per year.

                  (e) During the Employment  Period,  the Company will reimburse
the Executive for costs  incurred by the Executive for  registration  or tuition
fees for  classes or  seminars  attended by the  Executive  in the  metropolitan
Philadelphia,  Pennsylvania  area (or  elsewhere  if  approved in advance by the
Board  of  Directors  of the  Company,  such  approval  not  to be  unreasonably
withheld)  for so long as and to the extent that such  classes or  seminars  are
required by the  American  Institute  of Certified  Public  Accountants  (or its
successor  organization)  in order for the  Executive to maintain his  certified
public accountant's certificate. The aggregate amount payable under this Section
6(e) shall not exceed $2,000 per year.

                                      -3-

<PAGE>


                  (f) During  the  Employment  Period,  the  Executive  shall be
entitled to an allowance  for a leased  automobile  not to exceed $750 per month
(inclusive of all maintenance,  gasoline, insurance and other costs and expenses
related to such automobile).

         Section  7.   Involuntary   Termination.   (a)  If  the   Executive  is
incapacitated or disabled by accident, sickness or otherwise so as to render him
mentally or  physically  incapable of  performing  the  services  required to be
performed by him under this Agreement (such condition being hereinafter referred
to as a "Disability")  for a period of 180 consecutive days or longer, or for an
aggregate of 210 days during any  twelve-month  period,  the Company may, at any
time  following  such  180 or 210  day  period  of  Disability,  at its  option,
terminate the employment of the Executive under this Agreement  immediately upon
giving  him  written  notice  to that  effect  (such  termination,  as well as a
termination under Section 7(b), being hereinafter referred to as an "Involuntary
Termination").  Until  the  Executive's  employment  hereunder  shall  have been
terminated in accordance with the foregoing,  the Executive shall be entitled to
receive his compensation notwithstanding any such Disability.

                  (b) If the Executive  dies during the Employment  Period,  his
employment hereunder shall be deemed to cease as of the date of his death.

         Section 8.  Termination  For  Cause.  The  Company  may  terminate  the
employment  of the  Executive  hereunder  at any time for Cause (as  hereinafter
defined)  (such  termination  being  referred  to herein as a  "Termination  For
Cause") by giving the Executive  written notice of such  termination,  effective
immediately  upon the giving of such  notice to the  Executive.  As used in this
Agreement  (a)  "Cause"  means  (i)  the  Executive's  material  breach  of this
Agreement  and,  if such breach is capable of being  cured,  the failure to cure
such breach within 30 days of notice  thereof from the Company to the Executive,
(ii) the  Executive's  past,  present  or future  conduct  which has a  Material
Adverse Effect,  (iii) the Executive's  disregard of lawful  instructions of the
Board that are consistent with the Executive's position, or neglect of duties or
failure to act,  which,  in either case, may reasonably be anticipated to have a
Material  Adverse Effect,  and the continuance of such condition for a period of
30 days after notice thereof from the Company to the Executive,  (iv) alcohol or
drug abuse by the  Executive or (v) the  commission by the Executive of a felony
or an act involving fraud, theft or dishonesty and (b) "Material Adverse Effect"
means  a  material  adverse  effect  on  the  business,  operations,   financial
condition,  results of  operations,  assets,  liabilities  or  prospects  of the
Company or any of its subsidiaries or affiliates.

         Section 9.  Termination  Without  Cause.  The Company may terminate the
employment of the Executive  hereunder  without  Cause (such  termination  being
hereinafter  referred  to  as a  "Termination  Without  Cause")  by  giving  the
Executive written notice of such termination, which notice shall be effective on
the date specified therein but not earlier than the date on which such notice is
given.  For purposes of this Agreement,  "Termination  Without Cause" shall also
include the following:

                  (a) any material reduction,  in the absence of the Executive's
consent, of the Executive's title, duties or responsibilities;

                  (b) any  material  breach by the  Company  of its  obligations
under this Agreement; and

                                      -4-

<PAGE>


                  (c)  the   expiration  of  this  Agreement  at  the  Scheduled
Termination  Date or the failure of the  Executive  or the Company to extend the
term hereof,  after good faith negotiations for a reasonable period of time (not
to exceed 90 days following the Scheduled Termination Date) by the Executive and
the Company to enter into a new employment agreement;

provided,  however, that a Termination Without Cause pursuant to clauses (a) and
(b) of this  Section 9 shall not be deemed to have  occurred  unless,  within 30
days of the occurrence  (or, in the case of an event  described in clause (b) of
this Section 9, the Executive's  actual  knowledge of such occurrence) of any of
the events described in said clauses (a) and (b), the Executive shall have given
the Company  notice,  with reasonable  specificity,  of his intention to claim a
Termination Without Cause pursuant to this Section 9 and the basis therefor, and
the  Company  shall have  failed to cure the act or  omission  described  in the
notice within 30 days of receipt of such notice from the Executive.

         Section 10. Voluntary Termination. Any termination of the employment of
the Executive hereunder other than as a result of an Involuntary Termination,  a
Termination  For Cause or a  Termination  Without  Cause shall be deemed to be a
"Voluntary  Termination"  (it  being  understood  that  the  resignation  by the
Executive prior to the Scheduled  Termination  Date shall be deemed a "Voluntary
Termination").

         Section 11.  Effect of  Termination.  (a) Upon the  termination  of the
Executive's  employment  hereunder due to a Termination for Cause or a Voluntary
Termination,  neither the Executive nor his beneficiary or estate shall have any
further  rights or claims  against the Company under this  Agreement,  except to
receive  (i) the unpaid  portion,  if any, of the Base  Salary  provided  for in
Section 5(a), computed on a pro rata basis to the Termination Date (based on the
actual  number of days elapsed over a year of 365 or 366 days,  as  applicable),
(ii) any unpaid accrued benefits due the Executive and (iii)  reimbursement  for
any expenses for which the Executive  shall not have been reimbursed as provided
in Section 6(a).

                  (b)  Upon  the  termination  of  the  Executive's   employment
hereunder  due to an  Involuntary  Termination,  neither the  Executive  nor his
beneficiary  or estate  shall  have any  further  rights or claims  against  the
Company  under this  Agreement  except (i) to receive  the  amounts set forth in
Section  11(a) above,  (ii) to continue to receive the Base  Salary,  payable in
such  installments as it was paid to the Executive prior to such  termination of
employment  for a period of six (6)  months,  (iii) the pro rata  portion of the
bonus to which  the  Executive  would be  entitled  for the  fiscal  year of the
Company in which such  termination  occurred,  computed by  multiplying  (A) the
bonus that would have been payable to the  Executive  for the entire year if his
employment had not been terminated by (B) a fraction,  the numerator of which is
the number of days elapsed from the  beginning of such year to and including the
effective  date of such  termination  and the  denominator of which is 365, such
portion  of the  bonus  to be  payable  at such  time and in such  manner  as is
consistent  with the  Company's  historical  practice  regarding  the payment of
bonuses to the Executive or to its officers generally and (iv) to participate in
all group  health and  hospitalization  plans as  contemplated  by Section  6(c)
hereof until the earlier to occur of the Scheduled Termination Date and the date
which is six (6) months after the Termination Date.  Notwithstanding anything to
the contrary  contained  herein,  any such rights under clauses (ii),  (iii) and
(iv) of this Section  11(b) shall be reduced to the extent the  Executive  shall
obtain other employment during the period such payments are required to be made,
by the

                                      -5-

<PAGE>


amount of the salary and benefits  received by the Executive in connection  with
such new employment.

                  (c)  Upon  the  termination  of  the  Executive's   employment
hereunder  due to a  Termination  Without  Cause,  neither the Executive nor his
beneficiary  or estate  shall  have any  further  rights or claims  against  the
Company  under this  Agreement  except (i) to receive  the  amounts set forth in
Section  11(a) above,  (ii) to continue to receive the Base  Salary,  payable in
such  installments as it was paid to the Executive prior to such  termination of
employment,  for a period of 12 months after the  termination of the Executive's
employment  with the Company  (including a termination of such  employment on or
after the Scheduled  Termination Date in  circumstances  contemplated by Section
9(c)  hereof),  (iii) to receive the pro rata  portion of the bonus to which the
Executive  would be  entitled  for the fiscal  year of the Company in which such
termination occurred, computed by multiplying (A) the bonus that would have been
payable to the  Executive  for the entire  year if his  employment  had not been
terminated  by (B) a  fraction,  the  numerator  of which is the  number of days
elapsed from the beginning of such year to and  including the effective  date of
such  termination and the denominator of which is 365, such portion of the bonus
to be  payable  at such  time  and in such  manner  as is  consistent  with  the
Company's  historical practice regarding the payment of bonuses to the Executive
or to its officers  generally  and (iv) to  participate  in all group health and
hospitalization  plans as contemplated by Section 6(c) hereof for a period of 12
months after the  termination  of the  Executive's  employment  with the Company
(including  a  termination  of  such   employment  on  or  after  the  Scheduled
Termination  Date  in  circumstances   contemplated  by  Section  9(c)  hereof).
Notwithstanding anything to the contrary contained herein, any such rights under
clauses  (ii),  (iii) and (iv) of this  Section  11(c)  shall be  reduced to the
extent the  Executive  shall  obtain  other  employment  during the period  such
payments  are  required  to be made,  by the amount of the  salary and  benefits
received by the Executive in connection with such new employment.

         Section 12. Insurance.  The Company may, for its own benefit,  maintain
"key-man" life and disability insurance policies  (collectively,  the "Insurance
Policies") covering the Executive. The Executive will cooperate with the Company
and provide such  information or other  assistance as the Company may reasonably
request in connection with the Company's obtaining and maintaining the Insurance
Policies.

         Section 13.  Disclosure of  Information.  The Executive  agrees that he
will not, at any time during the Employment  Period or  thereafter,  disclose to
any person,  firm,  corporation or other business entity,  except as required by
law, any non-public information  concerning the business,  clients or affairs of
the Company or any  subsidiary  or  affiliate  thereof for any reason or purpose
whatsoever  nor  shall  the  Executive  make  use  of  any  of  such  non-public
information  for his  own  purpose  or for  the  benefit  of any  person,  firm,
corporation  or other  business  entity except the Company or any  subsidiary or
affiliate  thereof.  For purposes of this Section 13,  "non-public"  information
shall not include any information that:

                            (i) is now, or hereafter becomes,  through no act or
         failure to act on the part of the Executive  that  constitutes a breach
         of this Section 13, generally known or available to the public;

                                      -6-

<PAGE>


                            (ii) is  known to the  Executive  at the time of the
         disclosure of such information;

                            (iii) is hereafter  furnished to the  Executive by a
         third  party,  who, to the  knowledge  of such party,  is not under any
         obligation of  confidentiality to the Company or any of its affiliates,
         without restriction on disclosure;

                            (iv) is disclosed  with the written  approval of the
         party to which such information or materials pertain;

                            (v) is required to be disclosed by law, court order,
         or similar compulsion; provided, however, that such disclosure shall be
         limited to the extent so required or compelled;  and provided  further,
         however,   that  if  the   Executive  is  required  to  disclose   such
         confidential  information,  he shall  give the  Company  notice of such
         disclosure and cooperate in seeking suitable protections; or

                            (vi) is required  to be  provided  pursuant to or in
         connection with any legal proceeding involving the parties hereto.

         Section 14. Right to Inventions. The Executive shall promptly disclose,
grant and assign to the  Company for its sole use and benefit any and all marks,
designs, logos, inventions,  improvements, technical information and suggestions
relating in any way to the business actually conducted by the Company,  which he
may  develop or which may be  acquired by the  Executive  during the  Employment
Period  (whether  or  not  during  normal  working  hours),  together  with  all
trademarks, patent applications, letters patent, copyrights and reissues thereof
that  may at any  time be  granted  for or upon any  such  mark,  design,  logo,
invention, improvement or technical information. In connection therewith:

                  (a) the Executive shall without charge,  but at the expense of
the  Company,   promptly  at  all  times  hereafter  execute  and  deliver  such
applications,   assignments,  descriptions  and  other  instruments  as  may  be
necessary  or proper in the  opinion  of the  Company  to vest title to any such
marks,  designs,  logos,   inventions,   improvements,   technical  information,
trademarks, patent applications,  patents, copyrights or reissues thereof in the
Company  and to enable it to obtain  and  maintain  the  entire  right and title
thereto throughout the world;

                  (b) the  Executive  shall render to the Company at its expense
(including a reasonable  payment for the time involved in case he is not then in
its employ based on his last per diem  earnings)  all such  assistance as it may
require  in the  prosecution  of  applications  for  said  trademarks,  patents,
copyrights or reissues  thereof,  in the prosecution or defense of interferences
which may be declared  involving any said trademarks,  applications,  patents or
copyrights and in any  litigation in which the Company may be involved  relating
to  any  such  trademarks,   patents,  inventions,   improvements  or  technical
information; and

                  (c) for the  avoidance of doubt,  it is hereby agreed that the
foregoing  provisions  shall be  deemed  to  include  an  assignment  of  future
copyright in  accordance  with Section 37 of the  Copyright  Act of 1986 and any
amendment or re-enactment thereof.

                                      -7-

<PAGE>


         Section 15. Restrictive  Covenant.  (a) The Executive  acknowledges and
recognizes  that  during the  Employment  Period he will be privy to  non-public
information  critical to the Company's and its affiliates'  business and further
acknowledges  and recognizes that the Company would find it extremely  difficult
to replace him. Accordingly,  in consideration of the premises contained herein,
and the consideration to be received by the Executive hereunder and the granting
of certain stock options to the Executive,  during the Employment Period and the
Non-Competition  Period (as defined below), the Executive shall not (i) directly
or  indirectly  engage in,  represent  in any way,  or be  connected  with,  any
Competing  Business (as defined below),  whether such engagement  shall be as an
officer,  director, owner, employee,  partner, affiliate or other participant in
any  Competing  Business;  (ii)  assist  others  in  engaging  in any  Competing
Business;  (iii) induce any employee of the Company or any affiliate  thereof to
terminate such  employee's  employment with the Company or any such affiliate or
to engage in any  Competing  Business;  or (iv) induce any entity or person with
which the  Company  or any  affiliate  thereof  has a business  relationship  to
terminate  or alter such  business  relationship;  provided,  however,  that the
foregoing  shall not prevent the Executive  from owning the  securities of or an
interest in any  business,  provided  such  ownership of  securities or interest
represents less than five percent (5%) of any class or type of securities of, or
interest in, such business.

                  (b) The Executive understands that the foregoing  restrictions
may limit his ability to earn a livelihood in a business similar to the business
of the Company or any affiliate  thereof,  but he nevertheless  believes that he
has received and will receive sufficient  consideration and other benefits as an
employee of the Company and as  otherwise  provided  hereunder  and  pursuant to
other  agreements  between the Company and the Executive to justify clearly such
restrictions which, in any event (given his education,  skills and ability), the
Executive does not believe would prevent him from earning a living.

                  (c) As  used  herein,  "Competing  Business"  shall  mean  any
business  in North  America  if such  business  or the  products  sold by it are
competitive, directly or indirectly, with (i) the business of the Company or any
of its affiliates for which the Executive has direct managerial  responsibility,
(ii) any of the products manufactured, sold or distributed by the Company or any
of its affiliates for which the Executive has direct  managerial  responsibility
or (iii) any products or business  being  developed by the Company or any of its
affiliates  for which the Executive  has direct  managerial  responsibility  and
"Non-Competition Period" shall mean the period commencing on the day immediately
following  the  Termination  Date and ending  upon the  expiration  of 12 months
following  the  Termination  Date.  For  purposes  of this  paragraph  (c),  the
Executive  shall be  deemed to have  direct  managerial  responsibility  for the
business of the Company, Holdings, Custom Food Products, Inc. and QFAC.

                                      -8-

<PAGE>


         Section 16. Enforcement; Severability; Etc. It is the desire and intent
of the parties that the  provisions of this  Agreement  shall be enforced to the
fullest extent  permissible  under the laws and public policies  applied in each
jurisdiction  in which  enforcement  is sought.  Accordingly,  if any particular
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
such  provision  shall be deemed  amended to delete  therefrom  the portion thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such  provision in the  particular  jurisdiction  in
which such adjudication is made.

         Section 17.  Remedies.  The Company and the Executive  acknowledge  and
understand  that the  provisions  of this  Agreement are of a special and unique
nature, the loss of which cannot be adequately  compensated for in damages by an
action at law, and that the breach or  threatened  breach of the  provisions  of
this Agreement would cause the Company or the Executive irreparable harm. In the
event of a breach or  threatened  breach by the Company or the  Executive of the
provisions of this Agreement,  the Company or the Executive shall be entitled to
an injunction restraining such party from such breach. Nothing contained in this
Agreement shall be construed as prohibiting the Company or the Executive from or
limiting the Company or the Executive in pursuing any other  remedies  available
for any breach or threatened breach of this Agreement.

         Section 18.  Notices.  All  notices,  claims,  certificates,  requests,
demands  and other  communications  hereunder  shall be in writing  and shall be
deemed to have been duly given and delivered if personally  delivered or if sent
by  nationally-recognized  overnight courier,  by telecopy,  or by registered or
certified  mail,  return  receipt  requested and postage  prepaid,  addressed as
follows:

                  if to the Company, to it at:

                         5501 Tabor Road
                         Philadelphia, Pennsylvania  19120
                         Attention:  President
                         Telecopier: (215) 288-5804
                         Telephone:  (800) 275-8902;

                  with a copy to:

                         First Atlantic Capital, Ltd.
                         135 East 57th Street
                         New York, New York  10022
                         Attention:  Mr. James A. Long
                         Telecopier: (212) 750-0954
                         Telephone:  (212) 750-0300; and

                         O'Sullivan Graev & Karabell, LLP
                         30 Rockefeller Plaza
                         New York, New York  10112
                         Attention:  Lawrence G. Graev, Esq.
                         Telecopier: (212) 408-2467

                                      -9-

<PAGE>


                         Telephone:  (212) 408-2400;

                  if to the Executive, to him at:

                         Mr. Ron Gallo
                         c/o CFP Group, Inc.
                         5501 Tabor Road

                         Philadelphia, Pennsylvania  19120
                         Telecopier: (215) 288-5804
                         Telephone:  (800) 275-8902

or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other party or parties in writing in accordance  herewith.  Any
such notice or  communication  shall be deemed to have been  received (a) in the
case of  personal  delivery,  on the date of such  delivery,  (b) in the case of
nationally-recognized overnight courier, on the next business day after the date
when sent, (c) in the case of telecopy  transmission,  when received, and in the
case of mailing,  on the third business day following that on which the piece of
mail containing such communication is posted.

         Section 19. Binding Agreement;  Benefit.  Subject to Section 24 hereof,
the  provisions of this  Agreement  will be binding upon,  and will inure to the
benefit of, the respective heirs, legal representatives,  successors and assigns
of the parties.

         Section 20.  Governing  Law.  This  Agreement  will be governed by, and
construed  and enforced in  accordance  with,  the laws of the State of New York
(without giving effect to principles of conflicts of laws).

         Section 21. Waiver of Breach. The waiver by either party of a breach of
any provision of this  Agreement  must be in writing and shall not operate or be
construed as a waiver of any other breach.

         Section 22. Entire Agreement;  Amendments.  This Agreement contains the
entire  agreement  between the parties with respect to the subject matter hereof
and supersedes all prior agreements or  understandings  between the parties with
respect  thereto.  This Agreement may be amended only by an agreement in writing
signed by the parties.

         Section 23. Headings.  The section headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 24.  Assignment.  This  Agreement is personal in its nature and
the parties shall not, without the consent of the other, assign or transfer this
Agreement or any rights or obligations  hereunder;  provided,  however, that the
Company may assign this Agreement to any of its  subsidiaries and affiliates and
the provisions of this  Agreement  shall inure to the benefit of, and be binding
upon, each successor of the Company, whether by merger, consolidation,  transfer
of all or  substantially  all of its assets,  or otherwise  (no such  assignment
shall relieve the Company from its obligations hereunder).

                                      -10-

<PAGE>


         Section  25.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  and each  such  counterpart  shall be  deemed  to be an  original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

         Section 26.  Gender.  Any  reference to the  masculine  gender shall be
deemed to include the feminine and neuter genders  unless the context  otherwise
requires.

         Section 27.  Attorney  Fees.  In  connection  with any action,  suit or
proceeding  arising under or in connection with this  Agreement,  the prevailing
party in such action,  suit or  proceeding  shall be entitled to the  reasonable
attorneys' fees incurred in connection with such action, suit or proceeding.

                                     * * * *

                                      -11-

<PAGE>


                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Employment Agreement as of the date first written above.


                                                CFP GROUP, INC.


                                                By: ____________________________
                                                    Name:  William G. Del Chiaro
                                                    Title: President


                                                ________________________________
                                                RON GALLO

                                      -12-