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

                  The Company and the  Executive  are parties to the  Employment
Agreement dated as of December 31, 1996 (the "Second Employment Agreement"). The
Company and the Executive desire to terminate the Second Employment Agreement as
of the date  hereof and 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) June 30, 2001 (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.

         Section 3. Duties. During the Employment Period, the Executive shall be
employed as Executive Vice President - Corporate Development of the Company, CFP
Holdings,  Inc., a  wholly-owned  subsidiary  of the Company  ("Holdings"),  and
Custom Food  Products,  Inc., a  wholly-owned  subsidiary  of Holdings  ("Custom
Food"),  and shall perform such duties as are consistent  therewith,  including,
without limitation,  the duties generally described in the Position  Description
attached hereto as Annex I. The Executive shall further serve as a member of the
Board of Directors of the Company  (the  "Board"),  Holdings and Custom Food and
shall have such other titles and duties,  consistent with the status of a senior
level  executive  of the  Company,  as the  Board  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



<PAGE>


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.

         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 $240,000
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) 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 and 2002  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 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 business activities
                  of the Company  (determined on a  consolidated  basis) or that

                                      -2-

<PAGE>


                  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.  Notwithstanding anything to the contrary contained herein,
         the Annual  Cash  Bonus,  if any,  in respect of the fiscal  year ended
         March 31,  2002 shall be  computed  by  multiplying  (A) the bonus that
         would have been  payable to the  Executive  for the entire year had the
         Employment  Period  extended  through March 31, 2002 by (B) a fraction,
         the numerator of which is the number of days elapsed from the beginning
         of such fiscal year to and including the Scheduled Termination Date and
         the denominator of which is 365.

                  (c) In addition to the Base Salary,  in the sole discretion of
the Board, 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 Los
Angeles area (or  elsewhere if approved in advance by the Board,  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

                                      -3-

<PAGE>


(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.

                  (f) During the  Employment  Period,  the Company  will pay the
premiums for a long-term  disability plan for the Executive and a life insurance
policy on the Executive having an aggregate  benefit of $250,000.  The aggregate
cost of the disability plan and life insurance shall not exceed $650 per month.

                  (g) 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

                                      -4-

<PAGE>


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;

                  (c)  the   expiration  of  this  Agreement  at  the  Scheduled
Termination Date; and

                  (d) the Company's relocation of the Executive,  in the absence
of the  Executive's  consent,  to a  location  other than the  metropolitan  Los
Angeles,  California area, provided that the Executive acknowledges that as part
of his duties  hereunder,  it may be necessary for him to make periodic business
trips of short duration  (including,  for example,  trips to attend  meetings of
boards  of  directors  of  which  he is a  member),  which  trips  shall  not be
considered the relocation of the Executive for purposes of this Section 9(d);

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

                                      -5-

<PAGE>


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.

                  (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 Sections  6(c) and 6(f) 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).

                                      -6-

<PAGE>


         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;

                            (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.

                                      -7-

<PAGE>


         Section 14.  Right to  Inventions.  (a) 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:

                            (i) 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;

                            (ii) 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

                            (iii)  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.

                  (b) Any provision of this Agreement requiring the Executive to
assign  his  rights  in any  invention  shall not  apply to an  invention  which
qualifies  fully under the  provisions of Section 2870 of the  California  Labor
Code.  That Section  provides that the requirement to assign "shall not apply to
any  invention  for  which no  equipment,  supplies,  facility  or trade  secret
information  of the  employer was used and which was  developed  entirely on the
employee's  own time,  and (a) which does not relate (i) to the  business of the
employer or (ii) to the employer's actual or demonstrably  anticipated  research
or  development,  or (b) which does not result  from any work  performed  by the
employee for the  employer."  The Executive  understands  that he bears the full
burden of proving to the Company that an invention qualifies fully under Section
2870. By signing this Agreement, the Executive acknowledges receipt of a copy of
this Agreement and of written notification of the provisions of Section 2870.

         Section 15. 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

                                      -8-

<PAGE>


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 16.  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 17.  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
                         Telephone:  (212) 408-2400;

                  if to the Executive, to him at:

                                      -9-

<PAGE>


                         Mr. Eric W. Ek
                         C/O CFP Group, Inc.
                         1117 W. Olympic Blvd.
                         Montebello, CA 90640

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 18. Binding Agreement;  Benefit.  Subject to Section 23 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 19.  Governing  Law.  This  Agreement  will be governed by, and
construed and enforced in accordance  with,  the laws of the State of California
(without giving effect to principles of conflicts of laws).

         Section 20. 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 21. 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, including, without limitation, the Second Employment Agreement.
This  Agreement  may be amended only by an  agreement  in writing  signed by the
parties.

         Section 22. 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 23.  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).

         Section  24.   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.

                                      -10-

<PAGE>


         Section 25.  Gender.  Any  reference to the  masculine  gender shall be
deemed to include the feminine and neuter genders  unless the context  otherwise
requires.

         Section 26. Unlimited Guaranty. As a condition to the execution of this
Agreement and the  performance  by the Executive of its  obligations  hereunder,
Custom Food is  delivering a guaranty to the  Executive in the form of Exhibit A
simultaneously with the execution and delivery hereof.

         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


                                                ________________________________
                                                ERIC W. EK


<PAGE>


                                                                       EXHIBIT A

                               Unlimited Guaranty

         In consideration of the management advice to be obtained by Custom Food
Products,  Inc., a California  corporation  ("CFP"),  pursuant to the Employment
Agreement dated as of March 31, 2000 (the "Employment Agreement"),  between Eric
W.  Ek and CFP  Group,  Inc.,  a  Delaware  corporation  ("Group"),  CFP  hereby
unconditionally  guarantees  the payment and  performance  in full of all of the
obligations of Group arising in connection with the Employment Agreement.

         IN WITNESS WHEREOF,  CFP has caused this Unlimited  Guaranty to be duly
executed as of this 31st day of March 2000.


                                                CUSTOM FOOD PRODUCTS, INC.


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