Master Lease

THIS MASTER LEASE dated as of April 18, 2000, is entered into by and between The
CIT Group/Equipment  Financing,  Inc. ("Lessor"),  having a place of business at
900 Ashwood  Parkway,  Atlanta,  GA 30338, and QFAC, LLC.  ("Lessee"),  having a
principal place of business at 5501 Tabor Road, Philadelphia, PA 19107.

1. Equipment Leased and Term. Lessor agrees to lease to Lessee and Lessee agrees
to lease from Lessor,  subject to the following  terms and  conditions and those
set forth in Rider A and each Supplement executed by the parties pursuant hereto
(collectively,  as they may be amended or modified,  the  "Lease"),the  personal
property,  together with all attachments,  replacements,  parts,  substitutions,
additions,  repairs and accessories incorporated therein, and/or affixed thereto
(the "Equipment")  described in any Supplement.  Each item of Equipment shall be
subjected to this Lease by the execution by the parties  hereto of a Supplement,
and Lessee's  execution and delivery to Lessor of a Supplement  shall constitute
Lessee's  irrevocable  acceptance  of such item of Equipment for all purposes of
this Lease.  The term of the lease of each item of Equipment  shall  commence on
the Commencement Date specified in the Supplement  pertaining  thereto and shall
continue for the term specified in such  Supplement.  Lessee hereby gives Lessor
authority to insert the  Commencement  Date and the date of first monthly rental
for any item of  Equipment  in any  Supplement  as well as such  items as serial
numbers if such are not already  inserted  when such  Supplement  is executed by
Lessee.

2. Rent;  Net Lease.  The  aggregate  rent  payable with respect to each item of
Equipment shall be in the amount shown on the applicable Supplement and shall be
determined  as set forth in Rider A.  Lessee  shall pay to Lessor the  aggregate
rental for each item of  Equipment  for the full  period and term for which such
Equipment is leased, such rental to be payable at such times and in such amounts
as shown in the applicable Supplement.  Any payment not made when due shall bear
late charges thereon calculated at the rate of 1 1/2% per month, but in no event
greater than the highest rate  permitted  by  applicable  law. All rent shall be
paid at Lessor's  place of business  shown above,  or such other place as Lessor
may designate by written  notice to the Lessee.  ALL RENTS SHALL BE PAID WITHOUT
NOTICE OR DEMAND  AND  WITHOUT  ABATEMENT,  DEDUCTION  OR SET OFF OF ANY  AMOUNT
WHATSOEVER.  THE  OPERATION  AND USE OF THE  EQUIPMENT  SHALL  BE AT THE RISK OF
LESSEE  AND NOT OF LESSOR  AND THE  OBLIGATION  OF LESSEE TO PAY RENT  HEREUNDER
SHALL BE ABSOLUTE AND  UNCONDITIONAL.  This Lease is a net lease and operational
expenses with respect to the  Equipment are to be paid by Lessee.  This Lease is
irrevocable for the full term thereof as set forth in any Supplement and for the
aggregate  rentals set forth therein,  and the rent shall not abate by reason of
termination of Lessee's  right of possession  and/or the taking of possession by
Lessor or for any other reason.

3. Loss or  Damage.  Lessee  agrees to assume  and bear the  entire  risk of any
partial or complete loss with respect to the Equipment  from any and every cause
whatsoever  including theft, loss, damage,  destruction or governmental  taking,
whether  or not such loss is covered by  insurance  or caused by any  default or
neglect of Lessee.  Lessee  agrees to give Lessor prompt notice of any damage to
or loss of any  Equipment,  and unless such loss  constitutes  an Event of Loss,
Lessee shall  promptly  cause the affected  part or parts of the Equipment to be
replaced or restored as required by Section 6 hereof.  If any item of  Equipment
is lost,  totally  destroyed,  damaged beyond repair (as determined by Lessee in
its reasonable judgment,  subject to Lessor's approval) or taken by governmental
action (an "Event of Loss"),  Lessee shall  promptly give Lessor  written notice
thereof,  and Lessee shall pay to Lessor  within  thirty days (the "Loss Payment
Date") of said  Event of Loss an amount  equal to the sum of (i) the  Stipulated
Loss Value of such item of  Equipment  computed as of the rent payment date with
respect to such item of Equipment on or  immediately  preceding the date of such
Event of Loss;  and (ii) all rent and other amounts due and owing  hereunder for
such item of  Equipment on or prior to the Loss  Payment  Date.  Upon payment of
such  amount to  Lessor,  the lease of such item of  Equipment  hereunder  shall
terminate,  and Lessor  will  transfer  to  Lessee,  Lessor's  right,  title and
interest  in and to such  item of  Equipment,  on an  "as-is,  where-is"  basis,
without  recourse and without  representation  or warranty,  express or implied,
other than a warranty  that the Equipment is free and clear of any liens created
by Lessor.  "Stipulated  Loss  Value"  shall mean,  with  respect to any item of
Equipment,  the amount determined by multiplying the total amount paid by Lessor
for such item of  Equipment,  which amount shall be set forth in the  applicable
Supplement  (the  "Lessor's  Cost") by the percentage set forth in Schedule A to
such Supplement opposite the applicable rent payment date.

Except as expressly provided in the immediately  preceding paragraph,  the total
or partial  destruction  of any Equipment or the total or partial loss of use or
possession  thereof to Lessee shall not release or relieve  Lessee from the duty
to  pay  the  rent  herein  provided,   however  Lessor  shall,  upon  receiving
satisfactory  evidence of restoration of the Equipment,  promptly pay Lessee the
proceeds of any  insurance  or  compensation  received by reason of such damage.
Lessor  shall not be  obligated to  undertake  by  litigation  or otherwise  the
collection of any claim against any person for loss or damage to the Equipment.

4. No Warranties by Lessor. (a) LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE
MADE AND LESSEE HEREBY EXPRESSLY WAIVES ANY WARRANTY OR  REPRESENTATION,  EITHER
EXPRESS OR IMPLIED,  AS TO THE EQUIPMENT,  INCLUDING,  WITHOUT  LIMITATION,  ANY
WARRANTY  OR  REPRESENTATION  AS TO THE  DESIGN,  QUALITY  OR  CONDITION  OF THE
EQUIPMENT OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY
PARTICULAR PURPOSE OR AS TO THE TITLE TO OR LESSOR'S OR LESSEE'S INTEREST IN THE
EQUIPMENT  OR AS TO ANY  OTHER  MATTER  RELATING  TO THE  EQUIPMENT  OR ANY PART
THEREOF,  IT BEING  AGREED  THAT THE  EQUIPMENT  IS LEASED BY LESSOR  "AS-IS" TO
LESSEE AND THAT ALL SUCH RISKS,  AS BETWEEN LESSEE AND LESSOR ARE TO BE BORNE BY
LESSEE AT ITS SOLE RISK AND EXPENSE. LESSEE ACCORDINGLY AGREES NOT TO ASSERT ANY
CLAIM WHATSOEVER

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AGAINST LESSOR BASED THEREON. Lessee further agrees, regardless of cause, not to
assert any claim whatsoever  against Lessor for loss of anticipatory  profits or
consequential damages.  Lessor shall have no obligation to install, erect, test,
adjust or service the Equipment.  Lessee shall look to the  manufacturer  and/or
seller for any claims related to the Equipment.

         LESSEE  CONFIRMS  THAT IT HAS  SELECTED  THE  EQUIPMENT  AND EACH  PART
THEREOF ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY  DISCLAIMS  RELIANCE UPON
ANY  STATEMENTS,  REPRESENTATIONS  OR  WARRANTIES  MADE BY  LESSOR,  AND  LESSEE
ACKNOWLEDGES  THAT  LESSOR  IS NOT A  MANUFACTURER  OR VENDOR OF ANY PART OF THE
EQUIPMENT.

         LESSOR   NEITHER   MAKES   NOR   SHALL  BE  DEEMED  TO  HAVE  MADE  ANY
REPRESENTATION OR WARRANTY AS TO THE ACCOUNTING  TREATMENT TO BE ACCORDED TO THE
TRANSACTIONS CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX
TREATMENT THEREOF.

         (b) Lessor hereby  assigns to Lessee such rights as Lessor may have (to
the extent Lessor may validly assign such rights) under all  manufacturers'  and
suppliers' warranties with respect to the Equipment; provided, however, that the
foregoing  rights shall  automatically  revert to Lessor upon the occurrence and
during the continuance of any Event of Default hereunder,  or upon the return of
the Equipment to Lessor.  Lessee agrees to settle all claims with respect to the
Equipment  directly with the  manufacturers  or suppliers  thereof,  and to give
Lessor prompt notice and the details of any such settlement.

5.  Representations  and  Warranties.  Lessee hereby  represents and warrants to
Lessor  that:  (a)  Lessee  is and  will  be at all  times  a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  under which it is  organized,  and is and will at all time be duly
qualified  to do  business  and in good  standing  in any  State  in  which  the
Equipment will be located and in each other jurisdiction in which the conduct of
its business or the  ownership of its assets  requires such  qualification;  (b)
Lessee has full power, authority and legal right to execute, deliver and perform
this Lease and all  related  documents  (the  "Documents"),  and the  execution,
delivery  and  performance  hereof and thereof has been duly  authorized  by all
necessary  corporate action of Lessee;  (c) this Lease has been duly authorized,
executed and  delivered  by Lessee and  constitutes  a legal,  valid and binding
obligation  of  Lessee  enforceable  in  accordance  with  its  terms;  (d)  the
execution,  delivery  and  performance  of  this  Lease  does  not  require  any
stockholder  approval  or  approval  or consent of any trustee or holders of any
indebtedness  or obligations of Lessee except for those consents which have been
previously obtained,  and will not contravene any law, regulation,  judgment, or
order  applicable to Lessee,  or the certificate of  incorporation  or bylaws of
Lessee,  or contravene  the  provisions  of, or constitute a default  under,  or
result  in the  creation  of any lien  upon any  property  of  Lessee  under any
mortgage,  instrument or other  agreement to which Lessee is a party or by which
Lessee or its assets may be bound or affected;  and no authorization,  approval,
license,  filing  or  registration  with any  court or  governmental  agency  or
instrumentality  is  necessary  in  connection  with  the  execution,  delivery,
performance,  validity  and  enforceability  of  this  Lease  except  for  those
authorizations which have previously been obtained; (e) Lessee is not in default
under any material mortgage,  indenture,  contract, agreement, judgment or other
undertaking to which Lessee is a party; (f) on each  Commencement  Date,  Lessor
shall have good and marketable  title to the items of Equipment  being subjected
to this  Lease on such  date,  free and clear of all  liens,  other  than a duly
perfected  first  priority  security  interest in and lien upon the Equipment in
favor of Lessor;  (g) except as disclosed in writing to Lessor prior to the date
of this Lease, there is no material action, suit, investigation or proceeding by
or before any court,  arbitrator,  administrative  agency or other  governmental
authority  pending  or  threatened  against  or  affecting  Lessee or any of its
assets;  (h) the financial  statements of Lessee heretofore  furnished to Lessor
are complete and correct and fairly  present the  financial  condition of Lessee
and the results of its operations for the respective  periods  covered  thereby,
have been prepared in accordance with generally accepted accounting  principles,
there are no known  contingent  liabilities or  liabilities  for taxes of Lessee
which are not reflected in said financial statements and since the date thereof,
there  has been no  material  adverse  change  in such  financial  condition  or
operations;  (i) Lessee's  principal place of business is located at the address
set forth in the  introductory  paragraph  of this  Lease;  (j)  Lessee  has not
changed its name and has not done business in any name other than that set forth
in the  introductory  paragraph of this Lease; (k) Lessee has filed all Federal,
state and local income tax returns  that are required to be filed,  and has paid
all taxes as shown on said  returns  and all  assessments  received by it to the
extent that such taxes and assessments have become due, and Lessee does not have
any knowledge of any actual or proposed  deficiency or additional  assessment in
connection  therewith,  and the  charges,  accruals and reserves on the books of
Lessee in respect of Federal,  state and local taxes for all open years, and for
the current fiscal year, make adequate  provision for all unpaid tax liabilities
for such  periods;  (l) (i) the  operations  of Lessee  comply  in all  material
respects with all applicable  Environmental Laws; (ii) none of the operations of
Lessee is subject to any  judicial or  administrative  proceeding  alleging  the
violation of any  Environmental  Laws; (iii) none of the operations of Lessee is
the  subject  of a federal  or state  investigation  to  determine  whether  any
remedial action is needed to respond to a release of any Hazardous Material into
the environment;  and (iv) Lessee has no known material contingent  liability in
connection with any release of any Hazardous Material into the environment;  and
(m) to the best of Lessee's  knowledge  PIDC  Financing  Corporation  is the fee
owner of the premises  located at 5501 Tabor Road,  Philadelphia,  Pennsylvania,
which are used by Lessee and on which the  Equipment  will be  located,  and the
only mortgages  encumbering  such premises are held by Fleet Credit  Corporation
and PIDC Local Development Corporation.

6.  Existence;  Maintenance.  (a) Lessee will (i) use the Equipment in a careful
and proper manner,  will comply with and conform to all governmental laws, rules
and regulations relating thereto,  including all applicable  Environmental Laws,
and  will  cause  the   Equipment  to  be  operated  in   accordance   with  the
manufacturer's  or supplier's  instructions or manuals and only by competent and
duly  qualified  personnel;  (ii)  maintain its  existence as a legal entity and
obtain and keep in full force and effect all rights,  franchises,  licenses  and
permits which are necessary to the proper conduct of its business;  (iii) obtain
or cause to be obtained as promptly as possible any governmental, administrative
or agency  approval and make any filing or  registration  therewith which at the
time shall be required with respect to the performance of its obligations  under

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this Lease and the proper  conduct of its  business;  (iv) pay all fees,  taxes,
assessments  and  governmental  charges  or  levies  imposed  upon  any  item of
Equipment; (v) not change its name or its chief place of business; and (vi) will
qualify  to do  business,  and  remain  qualified  in  good  standing,  in  each
jurisdiction in which the Equipment is from time to time located.

         (b) Lessee will, at its own expense, keep and maintain the Equipment in
good repair,  condition and working  order and furnish all parts,  replacements,
mechanisms, devices and servicing required therefor so that the value, condition
and operating  efficiency thereof will at all times be maintained and preserved,
reasonable wear and tear excepted. All such repairs, parts, mechanisms,  devices
and replacements shall immediately,  without further act, become the property of
Lessor and part of the Equipment.

         (c) Lessee will not make or authorize any improvement, change, addition
or alteration to the Equipment  without the prior written approval of Lessor (i)
if such improvement,  change,  addition or alteration will impair the originally
intended  function or use of the  Equipment or impair the value of the Equipment
as it  existed  immediately  prior  to such  improvement,  change,  addition  or
alteration;  or (ii) if any  parts  installed  in or  attached  to or  otherwise
becoming a part of the  Equipment as a result of any such  improvement,  change,
addition or  alteration  shall not be readily  removable  without  damage to the
Equipment.  Any  part  which is added to the  Equipment  without  violating  the
provisions of the immediately  preceding sentence and which is not a replacement
or substitution for any property which was a part of the Equipment, shall remain
the  property  of Lessee  and may be  removed by Lessee at any time prior to the
expiration or earlier termination of the lease term. All such parts shall be and
remain free and clear of any liens.  Any such part which is not so removed prior
to the  expiration  or  earlier  termination  of the lease term  shall,  without
further act, become the property of Lessor.

7.  Insurance.  Lessee  shall  maintain  at all times on the  Equipment,  at its
expense,  all-risk  physical damage insurance and  comprehensive  general and/or
automobile (as  appropriate)  liability  insurance  (covering  bodily injury and
property damage exposures including,  but not limited to, contractual  liability
and products  liability) in such amounts,  against such risks,  in such form and
with such insurers as shall be reasonably satisfactory to Lessor; provided, that
the amount of all-risk  physical damage  insurance shall not on any date be less
than the greater of the full  replacement  value of the Equipment or a sum equal
to all the rent due thereon,  plus all rent to become due. Each physical  damage
insurance policy will name Lessor as loss payee. Each liability insurance policy
will name Lessor as additional insured.  Each insurance policy will also require
that the insurer give Lessor at least thirty (30) days prior  written  notice of
any alteration in or  cancellation  of the terms of such policy and require that
Lessor's interests be continued insured regardless of any breach or violation by
Lessee or others of any warranties, declarations or conditions contained in such
insurance  policy.  In no  event  shall  Lessor  be  responsible  for  premiums,
warranties or representations to any insurer or any agent thereof.  Lessee shall
furnish to Lessor a certificate  or other evidence  satisfactory  to Lessor that
such  insurance  coverage  is in effect,  but  Lessor  shall be under no duty to
ascertain the existence or adequacy of such insurance.  The insurance maintained
by Lessee  shall be primary  without any right of  contribution  from  insurance
which may be  maintained  by Lessor.  Lessee shall be liable for all  deductible
portions of all required insurance.  Lessor may, at its own expense, for its own
benefit,  purchase  insurance  in  excess of that  required  under  this  Lease.
Physical  damage  insurance  proceeds shall be applied as set forth in Section 3
hereof.

8. General Tax Indemnity.  Lessee hereby agrees to pay and to indemnify and hold
Lessor harmless from and against,  all fees, taxes (whether sales,  use, excise,
personal property or other taxes), imposts,  duties,  withholdings,  assessments
and other governmental charges of whatever kind or character, however designated
(together with any penalties,  fines or interest thereon),  all of the foregoing
being herein collectively called "Impositions",  which are at any time levied or
imposed against Lessor, Lessee, this Lease, the Equipment or any part thereof by
any federal,  state or local government or taxing authority in the United States
or by any foreign  government or any  subdivision  or taxing  authority  thereof
upon,  with respect to, as a result of or measured by (i) the  Equipment (or any
part thereof),  or this Lease or the interest of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use, operation,
return, sale or other disposition of the Equipment or any part thereof; or (iii)
the rentals,  receipts or earnings payable under this Lease or otherwise arising
from the Equipment or any part thereof;  excluding,  however,  taxes based on or
measured by the net income of Lessor  that are imposed by (1) the United  States
of America,  or (2) any State of the United  States of America or any  political
subdivision of any such State.  Lessor shall pay, and,  promptly upon receipt of
Lessor's  invoice  therefor,  Lessee  shall  reimburse  Lessor for  paying,  the
Impositions,  unless  Lessor and Lessee  shall agree in writing that Lessee will
pay any Impositions  directly.  Any payments made by Lessee under this Section 8
shall be made on an  After-Tax  Basis.  The  obligations  of Lessee  under  this
Section 8 shall survive the expiration or earlier termination of this Lease with
respect to obligations that arise during the term of this Lease.

9.  Lessor's  Title,  Right  of  Inspection,  No  Liens  and  Identification  of
Equipment. Title to the Equipment shall at all times remain in Lessor and Lessee
will at all times protect and defend, at its own cost and expense,  the title of
Lessor from and against all claims,  liens and legal  processes  of creditors of
Lessee and keep all the Equipment free and clear from all such claims, liens and
processes.  Upon the request of Lessor in writing, Lessee shall, at its expense,
attach to each item of  Equipment  a notice  satisfactory  to Lessor  disclosing
Lessor's ownership of such item of Equipment.  The Equipment is and shall remain
personal  property.  Lessor  shall  have  the  right  from  time to time  during
reasonable  business hours to enter upon Lessee's  premises or elsewhere for the
purpose of confirming  the  existence,  condition and proper  maintenance of the
Equipment  and during any period of storage  Lessor shall also have the right to
demonstrate and show the Equipment to others.  The foregoing rights of entry are
subject to any applicable  governmental  laws,  regulations and rules concerning
industrial security.

10. Mandatory Purchase.  Lessee shall purchase all of the Equipment covered by a
Supplement on the expiration date of the lease term of the Equipment  covered by
such Supplement for a cash purchase price equal to the amount set forth in Rider
A plus an amount equal to all taxes (other than income taxes on any gain on such
sale),  costs and expenses  (including legal fees and expenses) incurred or paid
by Lessor in connection  with such sale. Upon payment by Lessee of such purchase
price, and of all other amounts then due and payable by Lessee hereunder, Lessor
shall transfer title to such Equipment to Lessee on an "as-is,  where-is" basis,
without recourse and without  representation or

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warranty  of any kind,  express  or  implied,  other than a  representation  and
warranty that such Equipment is free and clear of any liens created by Lessor.

11. Possession, Use and Changes in Location of Equipment;  Assignment by Lessee.
The Equipment shall be used in the conduct of the lawful business of Lessee, and
no item of Equipment  shall be removed from its location shown on the applicable
Supplement,  without  the prior  written  consent of Lessor.  LESSEE  SHALL NOT,
WITHOUT LESSOR'S PRIOR WRITTEN  CONSENT,  PART WITH POSSESSION OR CONTROL OF THE
EQUIPMENT OR ATTEMPT OR PURPORT TO SUBLEASE, SELL, PLEDGE, MORTGAGE OR OTHERWISE
ENCUMBER  OR SUFFER A LIEN  AGAINST  ANY  INTEREST  IN THIS  LEASE OR ANY OF THE
EQUIPMENT  NOR ASSIGN ITS RIGHTS UNDER THIS LEASE.  LESSEE  AGREES THAT IT SHALL
PROMPTLY, AT ITS EXPENSE,  SATISFY,  DISCHARGE AND OTHERWISE TAKE SUCH ACTION AS
MAY BE NECESSARY TO KEEP THE EQUIPMENT FREE AND CLEAR OF, AND TO DULY DISCHARGE,
ANY LIEN, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE.

_____________ LESSEE MUST INITIAL TO INDICATE  ACKNOWLEDGMENT AND AGREEMENT WITH
PARAGRAPH 11. (Lessee's initials)

12. Performance of Obligations of Lessee by Lessor. In the event that the Lessee
shall fail to promptly  perform any of its  obligations  under the provisions of
Sections 6, 7 and 8 of this Lease,  Lessor may, at its option,  perform the same
for the  account of Lessee  without  thereby  waiving  such  default or Event of
Default, and any amount paid or expense (including  reasonable attorneys' fees),
penalty or other liability incurred by Lessor in such performance, together with
interest at the rate of 1 1/2% per month  thereon (but in no event  greater than
the highest rate  permitted by  applicable  law) until paid by Lessee to Lessor,
shall be payable by Lessee upon demand as additional rent for the Equipment.

13. Events of Default. An Event of Default shall occur if:

         (a)   Lessee  fails to pay when  due any  installment  of rent or other
               amount  when due and such  failure  continues  for a period of 10
               days; or

         (b)   Lessee shall fail to maintain the insurance required by Section 7
               hereof or Lessee  violates the covenants  contained in Section 11
               hereof; or

         (c)   Lessee  shall  fail to perform  or  observe  any other  covenant,
               condition  or  agreement  to  be  performed  or  observed  by  it
               hereunder and such failure shall continue  unremedied for 30 days
               after  the  earlier  of (a) the  date  on  which  Lessee  obtains
               knowledge  of such  failure;  or (b) the  date  on  which  notice
               thereof shall be given by Lessor to Lessee; or

         (d)   any  representation  or warranty  made by Lessee  herein,  by any
               Guarantor  in any  Guaranty  or by  Lessee  or  Guarantor  in any
               document,  certificate  or  financial or other  statement  now or
               hereafter  furnished  Lessor in connection  with this Lease shall
               prove  at any  time to have  been  untrue  or  misleading  in any
               material respect as of the time when made; or

         (e)   Lessee, any Guarantor or any parent or subsidiary of either shall
               (i)  default  in  the  payment  or   performance   of,  or  other
               performance  under,  any obligation for payment or lease (whether
               or not  capitalized)  or any  guarantee  to any  person or entity
               beyond  the  period  of  grace,  if any,  provided  with  respect
               thereto; or

         (f)   Lessee,  any Guarantor or any subsidiary or parent of any of them
               shall be in default  under any other  agreement  now  existing or
               hereafter made with Lessor or with any of Lessor's affiliates, or
               with  Fleet  Capital  Corporation  its  successors,   assigns  or
               replacements;

         (g)   Lessee or any Guarantor ceases doing business as a going concern,
               makes an  assignment  for the  benefit  of  creditors,  admits in
               writing its inability to pay its  respective  obligations as they
               become  due,  files  a  voluntary  petition  in  bankruptcy,   is
               adjudicated a bankrupt or an insolvent,  files a petition seeking
               for  itself   any   reorganization,   arrangement,   composition,
               readjustment,  liquidation,  dissolution  or similar  arrangement
               under any present or future  statute,  law or regulation or files
               an answer admitting the material  allegations of a petition filed
               against  either of them in any such  proceeding,  consents  to or
               acquiesces  in  the  appointment  of  a  trustee,   receiver,  or
               liquidator of it or of all or any substantial  part of its assets
               or properties, or if it or its shareholders shall take any action
               looking to its dissolution or liquidation; or

         (h)   within 60 days after the commencement of any proceedings  against
               Lessee  or any  Guarantor  seeking  reorganization,  arrangement,
               readjustment,  liquidation,  dissolution  or similar relief under
               any  present  or  future   statute,   law  or  regulation,   such
               proceedings  shall not have been dismissed,  or if within 60 days
               after the appointment  without  Lessee's and/or such  Guarantor's
               consent or acquiescence of any trustee, receiver or liquidator of
               it  or  of  all  or  any  substantial  part  of  its  assets  and
               properties, such appointment shall not be vacated; or

         (i)   any  Guarantor  shall  fail  to  observe  any  of  the  terms  or
               conditions  of its  respective  Guaranty,  or any Guaranty  shall
               cease to be in full force and effect or any Guarantor  shall deny
               that such  Guarantor  has any  further  liability  to Lessor with
               respect thereto, or any individual  Guarantor shall die or become
               incompetent; or

         (j)   there  shall occur any default or event of default on the part of
               Lessee,  Custom Food Products,  Inc.,  CFP Holdings,  Inc. or CFP
               Group,  Inc. with respect to any  agreement,  indenture,  note or
               instrument executed in connection with the $115,000,000.00 Senior
               Unsecured  Notes due January 15,  2004,  issued by CFP  Holdings,
               Inc.; and

         (k)   Custom Food Products, Inc. defaults in payments or performance of
               any  obligation  of  indebtedness  of any  kind  or  description,
               whether  direct,  indirect,  absolute  or  contingent,  due or to
               become due, now existing or hereafter  arising owing to Lessor or
               to any of its affiliates.

14. Remedies. (a) If an Event of Default specified in Subsections 13(g) or 13(h)
above shall occur,  then, and in any such event,  this Lease shall,  without any
declaration or any other action by Lessor, be in default, and without any notice
or  declaration  from  Lessor and  without  any action or demand by Lessor,  the
Stipulated  Loss Value of the Equipment as of the rent payment date  immediately
succeeding  the date the last  installment  of rent was  received by Lessor from
Lessee plus all unpaid  rent and other  amounts  owing under or with  respect to
this Lease shall be immediately

                                                                     Page 4 of 9

<PAGE>


due and payable by Lessee to Lessor. If an Event of Default, other than Event of
Default  specified  in  Subsections  13(g) or 13(h)  above,  shall  occur and be
continuing  Lessor may, by notice of default given to Lessee  declare this Lease
to be in default, whereupon the Stipulated Loss Value of the Equipment as of the
Rent Payment Date  immediately  succeeding the date the last installment of rent
was received by Lessor from Lessee  together  with all unpaid rent and all other
amounts payable under or with respect to this Lease shall become immediately due
and payable without  presentment,  demand,  protest or other notice of any kind,
all of which are hereby expressly waived. During the continuance of any Event of
Default hereunder,  Lessor shall have the right to pursue and enforce any of its
rights and remedies under this Section 14.

         (b) If an Event of Default  shall occur and be  continuing,  Lessor may
exercise,  in addition to all other  rights and  remedies  granted to it in this
Lease and in any other instrument or agreement securing,  evidencing or relating
to the  obligations  of Lessee  hereunder,  all rights and  remedies  of secured
parties under the Code or under any other  applicable law.  Without limiting the
generality  of the  foregoing,  Lessee  agrees that in any such  event,  Lessor,
without demand or performance  or other demand,  advertisement  or notice of any
kind (except the notice  specified  below of time and place of public or private
sale) to or upon  Lessee or any  other  person  (all and each of which  demands,
advertisements  and/or  notices  are hereby  expressly  waived),  may  forthwith
collect,  receive,  appropriate  and realize  upon the  Collateral,  or any part
thereof,  and/or may forthwith sell,  lease,  assign,  give option or options to
purchase or otherwise  dispose of and deliver the  Equipment  (or contract to do
so), or any part  thereof,  in one or more  parcels at public or private sale or
sales,  at any  exchange  or  broker's  board or at any of  Lessor's  offices or
elsewhere  at such  prices  as it may deem  best,  for cash or on  credit or for
future delivery without assumption of any credit risk. Lessee further agrees, at
Lessor's  request,  to make the  Equipment  available  to Lessor at places which
Lessor shall select,  whether at Lessee's  premises or  elsewhere.  Lessor shall
apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale (after  deducting all reasonable costs and expenses of every
kind incurred therein or incidental to the care, safekeeping or otherwise of any
or all  of the  Equipment  or in any  way  relating  to  the  rights  or  Lessor
hereunder, including attorney's fees and legal expenses) to the payment in whole
or in part of the obligations of Lessee  hereunder,  in such order as Lessor may
elect and only after so  applying  such net  proceeds  and after the  payment by
Lessor of any other amount  required by any provision of law (including  Section
9-504(1)(c)  of the Code),  need  Lessor  account  for the  surplus,  if any, to
Lessee.  To the extent  permitted by applicable  law,  Lessee waives all claims,
damages,  and demands against Lessor arising out of the repossession,  retention
or sale of the  Equipment.  Lessee agrees that Lessor need not give more than 10
days'  notice  (which  notification  shall be deemed  given when mailed  postage
prepaid,  addressed  to Lessee at its address  set forth  above) of the time and
place of any  public  sale or of the time  after  which a private  sale may take
place and that such notice is reasonable  notification  of such matters.  Lessee
shall be liable  for any and all unpaid  rent and other  amounts  due  hereunder
before or during the exercise of any of the foregoing remedies, and Lessee shall
be liable for any  deficiency if the proceeds of any sale or  disposition of the
Collateral are insufficient to pay all amounts to which Lessor is entitled.

         (c)  Lessor  may  exercise  any  other  right or  remedy  which  may be
available to it under  applicable law or proceed by appropriate  court action to
enforce  the terms  hereof or to recover  damages  for the  breach  hereof or to
terminate this Lease.

         (d)  Lessee  shall be  liable  for any and all  unpaid  rent and  other
amounts due  hereunder  before or during the  exercise  of any of the  foregoing
remedies and for all legal fees and other costs and expenses  incurred by reason
of the  occurrence of any Event of Default or the exercise of Lessor's  remedies
with respect  thereto,  including all costs and expenses  incurred in connection
with the  placing  of the  Equipment  in the  condition  required  by the return
conditions set forth in Section 10 hereof.

         (e)  No  remedy  referred  to in  this  Section  14 is  intended  to be
exclusive  but each shall be  cumulative  and in  addition  to any other  remedy
referred to herein or otherwise available to Lessor at law or in equity; and the
exercise or beginning of exercise by Lessor of any one or more of such  remedies
shall not preclude the  simultaneous  or later  exercise by Lessor of any or all
such other remedies.  Lessor may exercise any other right or remedy which may be
available to it under  applicable law or proceed by appropriate  court action to
enforce  the terms  hereof or to recover  damages  for the  breach  hereof or to
rescind  this  Lease.  No  express  or  implied  waiver by Lessor of an Event of
Default  shall in any way be, or be  construed  to be, a waiver of any future or
subsequent  Event of Default.  To the extent permitted by applicable law, Lessee
hereby  waives any rights now or  hereafter  conferred  by statute or  otherwise
which may require  Lessor to sell,  or lease or otherwise  use the  Equipment in
mitigation of Lessor'  damages or losses or which may otherwise  limit or modify
any of Lessor's rights or remedies under this Lease.

         (f) Lessee hereby waives  presentment,  demand,  protest or any notice,
except as  hereinabove  provided  in this  Section (to the extent  permitted  by
applicable law) of any kind in connection with this Lease or any collateral.

15.  Indemnity.  Whether or not any item of  Equipment  has been  subjected to a
Supplement, Lessee assumes liability for, and shall indemnify, protect, save and
keep harmless Lessor and its agents, servants,  successors and assigns (each, an
"Indemnitee")  from and against any and all  liabilities,  obligations,  losses,
damages, disbursements,  penalties, claims, judgments, actions, suits, costs and
expenses,  including  legal expenses,  of whatever kind and nature,  imposed on,
incurred  by or  asserted  against  any  Indemnitee,  in any way  relating to or
arising  out  of  the   execution,   delivery,   enforcement,   performance   or
administration  of  this  Lease,  Lessor's  interest  in  the  Equipment  or the
manufacture,   purchase,  acceptance,  rejection,  ownership,  possession,  use,
selection,  delivery,  lease,  operation,   condition,  sale,  return  or  other
disposition of the Equipment or any part thereof (including, without limitation,
latent or other  defects,  whether  or not  discoverable  by Lessee or any other
person,  any  claim in tort for  strict  liability  and any  claim  for  patent,
trademark or copyright infringement) including,  without limitation, as a direct
or  indirect  result of the  violation  or  alleged  violation  by Lessee of any
Environmental  Law or any  law or  regulation  relating  to  Hazardous  Material
treatment,  storage,  disposal,  generation and  transportation,  air, water and
noise pollution,  soil or ground water contamination,  the handling,  storage or
release into the environment of Hazardous Materials, or with respect to, or as a
direct or indirect result of the presence on or under,  or the escape,  seepage,
leakage, spillage,  discharge,  emission or release from, properties utilized by
Lessee in the conduct of its business into or upon any land, the atmosphere,  or
any watercourse, body of water or wetland, of any Hazardous Materials; provided,
however,  that Lessee shall not be required to

                                                                     Page 5 of 9

<PAGE>


indemnify any Indemnitee for loss or liability arising from acts or events which
occur after the Equipment  has been  returned to Lessor in accordance  with this
Lease, or for loss or liability  resulting from the willful  misconduct or gross
negligence of such Indemnitee. Any payments made by Lessee under this Section 15
shall be made on an After-Tax  Basis.  The  provisions  of this Section 15 shall
survive the expiration or earlier termination of this Lease.

16.  Assignment,  Notices  and  Waivers.  This  Lease  and all  rights of Lessor
hereunder  shall be assignable by Lessor without  Lessee's  consent,  but Lessee
shall not be obligated to any assignee of Lessor except after written  notice of
such assignment from Lessor.  Following such assignment,  solely for the purpose
of determining assignee's rights hereunder, the term "Lessor" shall be deemed to
include or refer to Lessor's assignee.  All notices to Lessor or Lessee shall be
in writing, and shall be deemed to have been given or made when deposited in the
United States mail, first class postage prepaid, addressed as set forth above or
to such  other  address  as any of the  parties  hereto  may  from  time to time
designate in writing to the other party hereto.

17. Mandatory  Termination.  A Prohibited  Transaction (as defined below) may be
consummated only with Lessor's prior written consent, which consent shall not be
unreasonably withheld. Not less than twenty (20) business days prior to the date
the proposed Prohibited Transaction is expected to be consummated,  Lessee shall
give Lessor written notice of the proposed Prohibited Transaction.  In the event
Lessor does not consent to the  consummation of such Prohibited  Transaction and
the Prohibited Transaction is nonetheless to be consummated,  Lessor may, at its
sole option,  terminate the Lease and require that Lessee  purchase all items of
Equipment on or prior to the later of the date the Prohibited  Transaction is to
be consummated or the Notice Date (as defined below) (the "Mandatory Termination
Date")  for the  Stipulated  Loss  Value  thereof  as of the Rent  Payment  Date
immediately  preceding  the date Lessor gave Lessee  written  notice of Lessor's
election  to  terminate  the  Lease  (the  "Notice  Date").  On or  prior to the
Mandatory  Termination Date, Lessee shall pay to Lessor,  the Stipulated Loss as
of the rent payment date  immediately  preceding the Notice Date,  together with
all other  amounts  then due and owing under the Lease,  including  all rent and
late charges, if any, due on or prior to the Mandatory Termination Date, and all
taxes (other than income taxes on any gain on such sale),  and reasonable  costs
and expenses  (including legal fees and expenses)  incurred or paid by Lessor in
connection  with such sale.  On receipt of the foregoing  amounts,  Lessor shall
transfer title to the Equipment to Lessee on an "AS-IS, WHERE-IS" BASIS, WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT
LIMITATION,  ANY  REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS OF
THE EQUIPMENT FOR ANY PARTICULAR  PURPOSE, OR ANY WARRANTY OF TITLE EXCEPT FOR A
WARRANTY THAT THE EQUIPMENT IS FREE AND CLEAR OF ANY LESSOR'S LIEN.

         A  "Prohibited  Transaction"  shall be one in which:  (i) Lessee enters
into any  transaction of merger or  consolidation  where (x) it shall not be the
surviving  corporation or (y) if it is the surviving  corporation,  after giving
effect to such merger or consolidation  its tangible net worth does not equal or
exceed that which existed prior to such merger or consolidation;  or (ii) Lessee
sells,  transfers or otherwise  disposes of all or any  substantial  part of its
assets;  or (iii) any Person or group of Persons acting together for the purpose
of  changing  or  influencing  the  control of Lessee or any  Parent  Company of
Lessee,   becomes  or  agrees  to  become  the  beneficial  owner  (directly  or
indirectly) of 25% or more of Lessee's or any Parent  Company's shares of voting
stock; or (iv) Lessee changes the form of organization of its business.

18.  Financial  Statements.  Lessee  will  furnish  to  Lessor  (i) as  soon  as
available, but in any event not later than 120 days after the end of each fiscal
year of CFP Group, Inc., a consolidated balance sheet of CFP Group, Inc. and its
subsidiaries as at the end of such fiscal year, and  consolidated  statements of
income and consolidated  statements of cash flow and all footnotes of CFP Group,
Inc for such fiscal year, all in reasonable detail,  prepared in accordance with
generally  accepted  accounting  principles  applied  on  a  basis  consistently
maintained  throughout  the period  involved  and  audited by  certified  public
accountants  acceptable to Lessor;  (ii) as soon as available,  but in any event
not  later  than 90 days  after  the end of each of the  first  three  quarterly
periods of each fiscal year of CFP Group,  Inc, a consolidated  balance sheet of
CFP Group,  Inc. and its subsidiaries as at the end of such quarterly period and
a consolidated  statement of income and  consolidated  statement of cash flow of
CFP Group,  Inc.  and its  subsidiaries  for such  quarterly  period and for the
portion of the fiscal year then ended,  all in  reasonable  detail,  prepared in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistently  maintained  throughout  the period  involved and  certified by the
chief financial officer of CFP Group,  Inc; and (iii) promptly,  such additional
financial  and  other  information  as Lessor  may from time to time  reasonably
request.

19.  Grant of  Security  Interest.  As  collateral  security  for the prompt and
complete  payment  and  performance  when due of all the  obligations  of Lessee
hereunder  and under  Rider A hereto  and any  Supplements  hereto and any other
indebtedness and obligations of any kind whatsoever of Lessee to Lessor, whether
now existing or hereafter incurred,  and in order to induce Lessor to enter into
this Lease, Lessee hereby grants to Lessor, a continuing first priority security
interest in and to, all of its present and future right,  title and interest in,
to and under the  Equipment  and all  Proceeds  thereof.  In the event that this
Lease is deemed to create a security  interest under the Code, any transfer from
Lessor to  Lessee of title to any  Equipment  deemed to result  therefrom  shall
obligate  Lessee to pay to Lessor the  purchase  price of such  Equipment  which
shall be  computed  as  follows:  (a) at any time  prior to the end of the lease
term, such purchase price shall equal the sum of (i) all accrued and unpaid rent
for such Equipment, (ii) the Stipulated Loss Value of such Equipment computed as
of the rent payment date on or  immediately  preceding  the date of such payment
and (iii) all other amounts then due under this Lease;  or (b) at the end of the
lease term,  such purchase  price shall equal the sum of (i) all unpaid rent for
such equipment,  (ii) the purchase  option price and all other amounts  provided
for in Rider A and the  applicable  Supplement  and (iii) all other amounts then
due under this Lease. Until Lessee has paid to Lessor the purchase price of such
Equipment as described above, the obligations of Lessee which are collateralized
by this Section 19 shall include,  without limitation,  the obligation of Lessee
to pay to Lessor the purchase price of such Equipment as described in Section 10
hereof.

20.  Further  Assurances.  Lessee  shall  execute  and  deliver to Lessor,  upon
Lessor's  request such  instruments  and  assurances as Lessor deems

                                                                     Page 6 of 9

<PAGE>


reasonably  necessary or advisable  for the  confirmation  or perfection of this
Lease and Lessor's rights  hereunder.  Lessee hereby  authorizes  Lessor to file
this  Lease or any  financing  statements  with  respect  to the  Lease  and the
Equipment.  Lessee  agrees to execute and deliver any  statements  requested  by
Lessor for such purpose.

21.  Conditions  Precedent.  (a)  Lessor  shall not be  obligated  to accept and
execute  the first  Supplement  or to lease any  Equipment  to Lessee  hereunder
unless:

         (i) Lessor shall have  received a copy of  resolutions  of the Board of
Directors  of Lessee,  certified by the  Secretary or an Assistant  Secretary of
Lessee as of the date of the this Lease, authorizing the execution, delivery and
performance by Lessee of this Lease and the Supplements;

         (ii) Lessor shall have received an incumbency and signature certificate
of Lessee,  dated the date of this Lease and in form and substance  satisfactory
to Lessor,  setting  forth the names and  signatures  of each  officer of Lessee
authorized to sign this Lease,  the  Supplements  and all other  instruments and
documents  relating thereto,  which certificate may be relied on by Lessor until
it receives written notice to the contrary;

         (iii) Lessor shall have received the Guaranty;

         (iv) Lessor shall have received a copy of  Resolutions  of the Board of
Directors of each Guarantor,  certified by the Secretary or Assistant  Secretary
of such  Guarantor as of the date of the Guaranty,  authorizing  the  execution,
delivery and performance by such Guarantor of the Guaranty;

         (v) Lessor shall have received an incumbency and signature  certificate
of each  Guarantor,  dated the date of the  Guaranty  and in form and  substance
satisfactory  to Lessor,  setting forth the names and signatures of each officer
of Guarantor authorized to sign the Guaranty, which certificate may be relied on
by Lessor until it receives written notice to the contrary;

         (vi) Lessor shall have  received a  satisfactory  bank  reference  from
Lessee's and/or each Guarantor's bank; and

         (vii) Lessor shall have received evidence  satisfactory to it as to the
due compliance by Lessee with the provisions  regarding  insurance  contained in
Section 7 hereof.

         (b) Lessor shall not be obligated to accept and execute any  Supplement
or to lease the items of Equipment described therein to Lessee hereunder unless:

         (i)  Lessor  shall  have  received  good and  marketable  title to such
Equipment, free and clear of Liens;

         (ii) Lessor shall have received  evidence  satisfactory to it as to the
proper calculation of the amount of Lessor's Cost of such items of Equipment and
shall be  satisfied  that all amounts  included in Lessor's  Cost have been,  or
concurrently with Lessor's acceptance of such Supplement will be, paid in full;

         (iii) Such Uniform  Commercial  Code financing  statements and landlord
and/or mortgagee waivers or disclaimers and/or severance agreements with respect
to the items of  Equipment  covered  by such  Supplement  as Lessor  shall  deem
necessary  or desirable  in order to perfect and protect its  interests  therein
shall have been duly  executed and filed,  at Lessee's  expense,  in such public
offices as Lessor shall direct;

         (iv) All  representations  and warranties of Lessee contained herein or
in any document or certificate  furnished to Lessor in connection herewith shall
be true and correct on and as of the date of such Supplement with the same force
and  effect as if made on and as of such date;  no Event of Default  shall be in
existence  on such date or shall occur as a result of the lease by Lessee of the
Equipment specified in such Supplement;

         (v) In the sole  judgment of Lessor,  there shall have been no material
adverse  change in the  financial  condition  or business of Lessee or Guarantor
from January 22, 2000;

         (vi) All  proceedings to be taken in connection  with the  transactions
contemplated  by this Lease,  and all  documents  incidental  thereto,  shall be
satisfactory in form and substance to Lessor and its counsel;

         (vii) Lessor shall have  received  from Lessee,  in form and  substance
satisfactory  to it,  such  other  documents  and  information  as Lessor  shall
reasonably request;

         (viii)  All  legal   matters  in  connection   with  the   transactions
contemplated by this Lease shall be satisfactory to Lessor's counsel; and

         (ix) Lessor has inspected and appraised all used Equipment and found it
satisfactory in value and condition.

                                                                     Page 7 of 9

<PAGE>


22 Software.  Lessee and Lessor  acknowledge  that the  Equipment may contain or
include certain software ("Software") in which neither Lessor or Lessee have any
ownership or other proprietary  rights.  Where required by the Software owner or
manufacturer,  Lessee shall enter into a license or other  agreement for the use
of the Software.  Any Software agreement shall be separate and distinct from the
Lease, and Lessor shall not have obligations  thereunder.  In the event the rent
on a Supplement  includes an amount  attributable  to the financing by Lessor of
Lessee's fee for the use of the Software,  Lessee agrees that such amounts shall
be deemed rent and subject to all of the provisions of the Lease.

23.  Counterpart  Supplements.  One  originally  executed copy of the Supplement
shall be denominated  "Originally  Executed Copy No. 1 of 1 originally  executed
copies" and such copy shall be retained by Lessor.  If more than one copy of the
Supplement  is  executed by Lessor and Lessee,  all such other  copies  shall be
numbered  consecutively with numbers greater than 1. Only transfer of possession
by Lessor of the originally executed copy denominated  "Originally Executed Copy
No. 1" shall be  effective  for  purposes  of  perfecting  an  interest  in such
Supplement by possession.

24. Article 2A of the Uniform  Commercial Code. Lessee agrees that if Article 2A
- Leases of the Uniform Commercial Code applies to the Lease, the Lease shall be
considered a "finance lease" as that term is defined in Article 2A. By executing
the Lease,  Lessee  agrees that  either:  (i) Lessee has  received a copy of the
contract  by which  Lessor  acquired  the  Equipment,  or (ii) that  Lessor  has
informed  Lessee of the  identity of the vendor,  that Lessee is entitled to the
promises and  warranties  provided by the vendor to Lessor,  and that Lessee may
contact the vendor for a description of those promises and warranties.

25.  Miscellaneous.  This  Lease,  together  with  Rider A and any  Supplements,
constitutes the entire agreement between the parties with respect to the subject
matter hereof,  supersedes all prior negotiations,  writings and agreements with
respect thereto and may not be amended except in writing signed by an officer of
Lessor and Lessee.  The Lease shall be binding  upon and inure to the benefit of
Lessor and Lessee's  permitted  assigns and  successors.  Any  provision of this
Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such  unenforceability  without invalidating the
remaining  provisions hereof, and any such  unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  The captions set forth herein are for convenience  only and shall
not define or limit any of the terms hereof.  Lessee agrees,  whether or not the
contemplated  transactions are  consummated,  (A) to pay or reimburse Lessor for
(i) all expenses of Lessor in connection with the  documentation  thereof;  (ii)
all fees,  taxes and expenses of whatever nature incurred in connection with the
creation,  preservation  and  protection  of Lessor's  security  interest in the
Collateral,  including,  without  limitation,  all filing and lien search  fees,
payment  or  discharge  of any  taxes or  liens  upon,  or in  respect  to,  the
Collateral,  and all other fees and expenses in  connection  with  protecting or
maintaining  the Collateral or in connection  with defending or prosecuting  any
actions,  suits,  or proceedings  arising out of, or related to, the Collateral;
and  (iii)  all  costs  and  expenses  (including   reasonable  legal  fees  and
disbursements)  of Lessor in connection with the enforcement of this Lease. THIS
LEASE SHALL BE  GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE
STATE OF NEW YORK. LESSEE HEREBY IRREVOCABLY  CONSENTS AND AGREES THAT ANY LEGAL
ACTION IN  CONNECTION  WITH THIS  LEASE MAY BE  INSTITUTED  IN THE COURTS OF THE
STATE OF NEW YORK OR IN THE COUNTY OF NEW YORK,  OR THE UNITED STATES COURTS FOR
THE SOUTHERN  DISTRICT OF NEW YORK,  AS LESSOR MAY ELECT,  AND BY EXECUTION  AND
DELIVERY OF THIS LEASE,  LESSEE HEREBY  IRREVOCABLY  ACCEPTS AND SUBMITS TO, FOR
ITSELF  AND IN RESPECT  OF ITS  PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE
NON-EXCLUSIVE  JURISDICTION  OF ANY SUCH COURT,  AND TO ALL  PROCEEDINGS IN SUCH
COURTS.  LESSOR AND LESSEE IN ANY LITIGATION  RELATING TO OR IN CONNECTION  WITH
THIS LEASE IN WHICH THEY SHALL BE ADVERSE PARTIES WAIVE TRIAL BY JURY. IF AT ANY
TIME THIS TRANSACTION WOULD BE USURIOUS UNDER APPLICABLE LAW, THEN REGARDLESS OF
ANY  PROVISION  CONTAINED  IN  THIS  LEASE  OR IN ANY  OTHER  AGREEMENT  MADE IN
CONNECTION HEREWITH,  IT IS AGREED THAT (A) THE TOTAL OF ALL CONSIDERATION WHICH
CONSTITUTES  INTEREST UNDER  APPLICABLE LAW THAT IS CONTRACTED  FOR,  CHARGED OR
RECEIVED  UPON  THIS  LEASE  OR  ANY  SUCH  OTHER   AGREEMENT   SHALL  UNDER  NO
CIRCUMSTANCES  EXCEED THE MAXIMUM RATE OF INTEREST  AUTHORIZED BY APPLICABLE LAW
AND ANY  EXCESS  SHALL  BE  CREDITED  TO  LESSEE  AND (B) IF  LESSOR  ELECTS  TO
ACCELERATE  THE  MATURITY  OF, OR IF LESSOR  PERMITS  LESSEE TO PREPAY  THE RENT
DESCRIBED  IN THIS  LEASE,  ANY  AMOUNTS  WHICH  BECAUSE  OF SUCH  ACTION  WOULD
CONSTITUTE  INTEREST  MAY NEVER  INCLUDE  MORE THAN THE MAXIMUM RATE OF INTEREST
AUTHORIZED BY APPLICABLE LAW AND ANY EXCESS  INTEREST,  IF ANY,  PROVIDED FOR IN
THIS LEASE OR  OTHERWISE,  SHALL BE CREDITED TO LESSEE  AUTOMATICALLY  AS OF THE
DATE OF ACCELERATION OR PREPAYMENT.

                                                                     Page 8 of 9

<PAGE>


         IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be
duly executed as of the day and year first above written.

THE CIT GROUP/EQUIPMENT FINANCING, INC.            QFAC, LLC


By: __________________________                     By:__________________________

Title:________________________                     Title: ______________________

                                                                     Page 9 of 9

<PAGE>


                                     Rider A
                   to Master Lease dated as of April 18, 2000
           between The CIT Group/Equipment Financing, Inc. ("Lessor")
                            and QFAC,LLC. ("Lessee")

1. Definitions.  As used in the Master Lease, the following terms shall have the
following  defined  meanings  (applicable  to both  singular and plural  forms),
unless the context otherwise requires:

         "After-Tax  Basis" shall mean, with respect to any payment  received or
deemed  to have  been  received  by any  Person,  the  amount  of  such  payment
supplemented  by a  further  payment  to that  Person so that the sum of the two
payments,  after  deduction of all taxes and other  charges  resulting  from the
receipt (actual or constructive) of such two payments imposed under any Federal,
state or local law or of any taxing  authority or  government  subsidiary of any
foreign country or by any governmental  authority or any taxing authority of any
thereof,  shall  be  equal to such  payment  received  or  deemed  to have  been
received;  provided,  that for  purposes  of  determining  the  amount  of taxes
required  to be paid by the  recipient  of any payment in respect of the receipt
thereof, it shall be assumed that Federal,  state and local taxes are payable by
the recipient at the highest marginal statutory rates in effect for the relevant
period.

         "Basic Rent" shall have the meaning set forth in paragraph 7 hereof.

         "Bill of Sale" shall mean a bill of sale  acceptable to Lessor  whereby
certain items of Equipment may be sold by Lessee to Lessor.

         "Business  Day": a day other than a Saturday,  Sunday or legal  holiday
under the laws of the State of New York.

         "Code":  the Uniform  Commercial Code as from time to time in effect in
any applicable jurisdiction.

         "Collateral": the Equipment and the Proceeds thereof.

         "Commencement  Date":  the date  specified  in each  Supplement  as the
Commencement Date.

         "Current  Treasury  Rate":  the rate per  annum  equal to the  yield to
maturity  for the U.S.  Treasury  Security  having a remaining  term to maturity
closest  to  three  (3)  years as at (and  shall  be  fixed as of) the  close of
business on the second  (2nd)  Business  Day prior to the making of such Loan as
reported  on page 5 ("U.S.  Treasury  and  Money  Markets")  of the  information
ordinarily provided by Telerate Systems Incorporated.

         "Environmental  Laws": the Resource  Conservation and Recovery Act, the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  any
so-called  "Superfund" or "Superlien" law, the Toxic Substances  Control Act, or
any  other  federal,  state  or  local  statute,  law,  ordinance,  code,  rule,
regulation,  order or decree  regulating,  relating to, or imposing liability or
standards  of conduct  concerning,  any  hazardous,  toxic or  dangerous  waste,
substance or material, as now or at any time hereafter in effect.

         "Fair Market Value" shall, at any time with respect to any item of used
Equipment,  be equal to the sale value of such item of Equipment  which would be
obtained in an arm's-length  transaction  between an informed and willing seller
under no compulsion to sell and an informed and willing buyer-user (other than a
lessee  currently  in  possession  or a used  equipment  or scrap  dealer).  For
purposes  hereof,  Fair  Market  Value  shall be  determined  by an  independent
appraiser (at Lessee's expense) selected by Lessor.

         "Guarantor":  shall  mean  Custom  Food  Products,  Inc.  a  California
corporation,  CFP Holdings,  Inc., a Delaware  corporation and CFP Group, Inc. a
Delaware corporation.

         "Guaranty": an agreement, in form and substance satisfactory to Lessor,
made by Guarantor in favor of Lessor,  guaranteeing  the payment and performance
of any and all Obligations.

         "Hazardous Materials":  any pollutant or contaminant defined as such in
(or for the purposes of) any Environmental  Laws including,  but not limited to,
petroleum, any radioactive material, and asbestos in any form or condition.

         "Lessor's  Cost" shall mean, with respect to any item of new Equipment,
the total amount paid by Lessor for such item of Equipment  (excluding  all soft
costs such as sales tax, freight,  installation,  etc.), and with respect to any
item of used  Equipment,  the  amount  of the Fair  Market  Value  of such  used
Equipment,  which amount,  in either case,  shall be set forth in the Supplement
pertaining to such Equipment.

         "Obligations"  shall mean all present and future  obligations of Lessee
to be paid or performed to Lessor, whether direct or indirect, joint or several,
absolute or contingent,  secured or unsecured,  matured or unmatured and whether
originally contracted with Lessor or acquired by Lessor.


<PAGE>


         "Person":    an   individual,    partnership,    corporation,    trust,
unincorporated  association,  joint  venture,  governmental  authority  or other
entity of whatever nature.

         "Proceeds":  the meaning  assigned to it in the Code, and in any event,
including,  without  limitation,  (i)  any and all  proceeds  of any  insurance,
indemnity, warranty or guaranty payable to Lessee from time to time with respect
to any of the Equipment; (ii) any and all payments made, or due and payable from
time to time, in connection with any  requisition,  confiscation,  condemnation,
seizure or forfeiture  of all or any part of the Equipment by any Person;  (iii)
any and all accounts arising out of, or chattel paper evidencing a lease of, any
of the  Equipment;  and (iv) any and all other rents or profits or other amounts
from time to time paid or payable in connection with any of the Equipment.

2. Maximum  Lessor's  Cost of Equipment  to be leased  hereunder:  $1,728,672.66
(Consisting of  $427,337.26  with respect to computer  equipment  leased over 24
months as set forth on Supplement No. 01; and $1,301,335.40 with respect to food
processing equipment leased over 36 months as set forth on Supplement No. 02).

3. Expiration of Lessor's  Commitment to lease Equipment pursuant hereto:  April
30, 2000.

4. General Equipment Description: Used food processing and computer equipment.

5.  Lease  Term:   Twenty-four  (24)  months  (computer  equipment),   with  the
Commencement  Date and  Expiration  Date set forth in  Supplement  No.  01,  and
Thirty-six (36) months (food processing  equipment),  with the Commencement Date
and Expiration Date set forth in Supplement No. 02.

6.  Mandatory  Purchase  Amount:  At the end of the Lease  Term for each item of
Equipment on a Supplement, Lessee shall purchase all such items of Equipment for
$1.00.

7. Rent.  Lessee  shall pay to Lessor rent for each item of  Equipment in twenty
four (24) and thirty six (36) consecutive  monthly  installments as set forth on
the applicable  Supplement,  with the first  installment of rent with respect to
such  item of  Equipment  being  due on the day of the  Commencement  Date  with
respect to such item of Equipment and succeeding  installments  being due on the
same  date  of  each  month  thereafter,  all as  set  forth  in the  applicable
Supplement.  Each  installment  of rent with  respect to the items of  Equipment
specified  in a  Supplement  shall be  payable  at such  address  as Lessor  may
designate.  The rent shall be specified in the applicable  Supplement.  The rent
payment in the Supplement shall be determined as of the  Commencement  Date. The
rate of interest used in  determining  the rent shall be calculated on an annual
basis (360 day year) and shall be the sum of 380 basis  points  plus the Current
Treasury Rate.  Such interest rate shall be used to determine the rent, and then
converted to an equivalent monthly rate factor which shall then be multiplied by
Lessor's Cost of Equipment.

         IN WITNESS WHEREOF,  Lessor and Lessee have each caused this Rider A to
be duly executed as of the day and year first above written.

The CIT Group/equipment Financing, Inc.            QFAC, LLC


By: __________________________                     By:

Title:________________________                     Title:


<PAGE>


                       Originally Executed Copy No. 1 of 1

                          ACCEPTANCE SUPPLEMENT NO. 01

                            TO MASTER LEASE NO. ____

Commencement Date: April 25 , 2000
Expiration Date: April 25, 2002
First Rent Payment Date: April 25, 2000
Last Rent Payment Date: March 25, 2002
No. of Consecutive Monthly Rent Payments: 24
Lessor's Cost of Equipment: $427,337.26
Rent Payment: $19,579.81


         THIS  ACCEPTANCE  SUPPLEMENT  is  executed  and  delivered  by The  CIT
Group/Equipment Financing, Inc., ("Lessor") and QFAC, LLC ("Lessee") pursuant to
and in  accordance  with the Master  Lease  dated as of April 18,  2000  between
Lessor and Lessee (the "Lease", the defined terms therein being used herein with
their defined meanings).

         1. The Equipment  covered by this  Supplement (i) consists of the items
described in the Exhibit A attached  hereto,  and (ii) has been installed at the
following locations(s): 5501 Tabor Road, Philadelphia, PA 19107.

         2. Lessee  hereby:  (i) confirms  that the items of  Equipment  covered
hereby have been inspected by Lessee,  have been delivered in good working order
and condition and are of the size, design,  capacity and manufacture selected by
it and meet the  provisions of the purchase  orders with respect  thereto;  (ii)
confirms  that no Event of Default is in existence as of the  Commencement  Date
set forth above,  nor shall any Event of Default  occur as a result of the lease
by  Lessee  of  the  Equipment   specified  herein;   (iii)  confirms  that  all
representations  and  warranties  of  Lessee  contained  in the  Lease or in any
document or certificate  furnished Lessor in connection  herewith,  are true and
correct  as of the  Commencement  Date set forth  above  with the same force and
effect as if made on such  date;  and (iv)  irrevocably  accepts  said  items of
Equipment "as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above.

         3. All of the terms,  provisions and conditions of the Lease are hereby
incorporated  herein and made a part  hereof as if such  terms,  provisions  and
conditions  were set forth in full in this  Supplement.  By their  execution and
delivery of this  Supplement,  the  parties  hereto  reaffirm  all of the terms,
provisions and conditions of the Lease.


<PAGE>


               IN WITNESS WHEREOF,  Lessee has caused this Acceptance Supplement
to be duly executed by its duly authorized  officer as of the Commencement  Date
set forth above.


                                                   QFAC, LLC

                                                   By:  ________________________

                                                   Title:  _____________________


ACCEPTED AS OF THE COMMENCEMENT DATE SET FORTH ABOVE.


THE CIT GROUP/EQUIPMENT
FINANCING, INC.

By: ________________________

Title: _____________________



<PAGE>


                       Originally Executed Copy No. 1 of 1

                          ACCEPTANCE SUPPLEMENT NO. 02

                            TO MASTER LEASE NO. ____

Commencement Date: April 25, 2000
Expiration Date: April 25, 2003
First Rent Payment Date: April 25, 2000
Last Rent Payment Date: March 25, 2003
No. of Consecutive Monthly Rent Payments: 36
Lessor's Cost of Equipment: $1,301,335.40
Rent Payment: $41,717.74


         THIS  ACCEPTANCE  SUPPLEMENT  is  executed  and  delivered  by The  CIT
Group/Equipment Financing, Inc., ("Lessor") and QFAC, LLC ("Lessee") pursuant to
and in  accordance  with the Master  Lease  dated as of April 18 , 2000  between
Lessor and Lessee (the "Lease", the defined terms therein being used herein with
their defined meanings).

         1. The Equipment  covered by this  Supplement (i) consists of the items
described in the Exhibit A attached  hereto,  and (ii) has been installed at the
following locations(s): 5501 Tabor Road, Philadelphia, PA 19107.

         2. Lessee  hereby:  (i) confirms  that the items of  Equipment  covered
hereby have been inspected by Lessee,  have been delivered in good working order
and condition and are of the size, design,  capacity and manufacture selected by
it and meet the  provisions of the purchase  orders with respect  thereto;  (ii)
confirms  that no Event of Default is in existence as of the  Commencement  Date
set forth above,  nor shall any Event of Default  occur as a result of the lease
by  Lessee  of  the  Equipment   specified  herein;   (iii)  confirms  that  all
representations  and  warranties  of  Lessee  contained  in the  Lease or in any
document or certificate  furnished Lessor in connection  herewith,  are true and
correct  as of the  Commencement  Date set forth  above  with the same force and
effect as if made on such  date;  and (iv)  irrevocably  accepts  said  items of
Equipment "as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above.

         3. All of the terms,  provisions and conditions of the Lease are hereby
incorporated  herein and made a part  hereof as if such  terms,  provisions  and
conditions  were set forth in full in this  Supplement.  By their  execution and
delivery of this  Supplement,  the  parties  hereto  reaffirm  all of the terms,
provisions and conditions of the Lease.


<PAGE>


         IN WITNESS WHEREOF,  Lessee has caused this Acceptance Supplement to be
duly executed by its duly  authorized  officer as of the  Commencement  Date set
forth above.


                                                   QFAC, LLC

                                                   By:  ________________________

                                                   Title:  _____________________


ACCEPTED AS OF THE COMMENCEMENT DATE SET FORTH ABOVE.


THE CIT GROUP/EQUIPMENT
FINANCING, INC.

By: ________________________

Title: _____________________