SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM 10-Q
(Mark One)
  [ x ]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended
                                  June 30, 1998

  [   ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         for the transition period from
                            _________ To ___________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03

                     --------------------------------------
<TABLE>
<CAPTION>
                                    CFP HOLDINGS, INC.
                  (Exact Name of Registrant as Specified in Its Charter)
<S>                               <C>                             <C>
           Delaware                           2013                      95-4413619
(State or Other Jurisdiction of   (Primary Standard Industrial       (I.R.S. Employer
 Incorporation or Organization)    Classification Code Number)    Identification Number)

                                     CFP GROUP, INC.
                  (Exact Name of Registrant as Specified in Its Charter)
           Delaware                           2013                      95-4616486      
(State or Other Jurisdiction of   (Primary Standard Industrial       (I.R.S. Employer   
 Incorporation or Organization)    Classification Code Number)    Identification Number)

                                CUSTOM FOOD PRODUCTS, INC.
                  (Exact Name of Registrant as Specified in Its Charter)
         California                           2013                      95-3760291  
(State or Other Jurisdiction of   (Primary Standard Industrial       (I.R.S. Employer   
 Incorporation or Organization)    Classification Code Number)    Identification Number)

                                   QF ACQUISITION CORP.
                  (Exact Name of Registrant as Specified in Its Charter)
           Delaware                            2013                     22-3174301      
(State or Other Jurisdiction of    (Primary Standard Industrial      (I.R.S. Employer   
 Incorporation or Organization)     Classification Code Number)   Identification Number)

</TABLE>
                      ------------------------------------

                             1117 West Olympic Blvd.
                              Montebello, CA 90640
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  213-727-0900
              (Registrant's telephone number, including area code)

                      ------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the registrant was required
to file such reports),  and (2) has been subject to filing  requirements for the
past 90 days.

                       [ x ] YES            [   ] NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                      Class                        Outstanding at July 31, 1998
                      -----                        ----------------------------
  Voting Common Stock - Class A, $.01 par value                14,705 
Non-voting common Stock - Class A, $.01 par value              11,241 
Non-voting common Stock - Class B $.01 par value                3,059 
                                                    
<PAGE>

                        CFP Group, Inc. and Subsidiaries

                                    FORM 10-Q

                                      INDEX

Part I     Financial Information                                          Page #
                                                                          ------
           Item 1.   Financial Statements                                       
                                                                                
                     Consolidated Balance Sheets -                           1  
                         March 31, 1998 and June 30, 1998                       
                                                                                
                     Consolidated Statements of Operations -                 2  
                         Three months ended June 30, 1998 & 1997                
                                                                                
                     Consolidated  Statements  of Cash Flows                 3  
                         Three  months ended June 30, 1998 and 1997             
                                                                                
                     Notes to Consolidated Financial Statements              4  
                                                                                
           Item 2.   Management's Discussion and Analysis of                 7  
                         Financial Condition and Results of Operations          
                                                                                
Part II    Other Information                                                    
                                                                                
           Item 6.   Exhibits and Reports on Form 8-K                       10  
                                                                                
Signatures                                                                      
                                                                          
Exhibit Index

<PAGE>

Part I     Financial Information
           Item 1.  Financial Statements

                        CFP GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                     ASSETS

                                                         March 31,    June 30,
                                                           1998         1998
                                                         ---------    ---------
                                                            (in thousands)
Current assets:                                          $   1,344    $   1,332
   Cash and cash equivalents
   Accounts receivable, net of allowance for doubtful
     accounts of $115,000 and $153,000 at March 31,
     1998 and June 30, 1998, respectively                   12,007       11,104
   Inventories                                              15,718       16,872
   Prepaid expenses and other current assets                   890        1,144
                                                         ---------    ---------
     Total current assets                                   29,959       30,452
Property and equipment, net                                 27,004       27,418
Costs in excess of net assets acquired, net                 68,608       67,755
Intangible and other assets, net                             7,508        6,758
                                                         ---------    ---------
     Total                                               $ 133,079    $ 132,383
                                                         =========    =========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)


Current Liabilities:
   Current portion of long-term debt                     $   2,232    $     732
   Accounts payable                                          6,816        6,416
   Accrued expenses and other current liabilities            5,404        8,235
                                                         ---------    ---------
Total current liabilities                                   14,452       15,383
                                                         ---------    ---------
Long term debt                                             141,267      141,835
                                                         ---------    ---------
Commitments and contingencies
Redeemable common stock                                      2,319        2,319
                                                         ---------    ---------
Stockholders' equity (deficiency):
   Preferred stock,  $.01 par value;  6,472 shares
   authorized,  none issued and outstanding
   Voting common stock - Class A, $.01 par value;
   100,000 shares authorized, 14,705 shares
   issued and outstanding                                    3,196        3,196
   Nonvoting common stock - Class A, $.01 par value;
   25,000 shares  authorized, 11,241 (inclusive of
   3,011 shares classified as redeemable
   common stock) shares issued and outstanding               2,204        2,204
   Nonvoting common stock - Class B, $.01 par value;
   25,000 shares authorized, 3,059 shares (inclusive
   of 2,162 shares classified as redeemable common
   stock) issued and outstanding                               623          623
   Stockholders' notes receivable                             (203)        (203)
   Accumulated deficit                                     (30,779)     (32,974)
                                                         ---------    ---------
   Total stockholders' deficiency                          (24,959)     (27,154)
                                                         ---------    ---------
     Total                                               $ 133,079    $ 132,383
                                                         =========    =========

          See accompanying notes to consolidated financial statements.

                                        1

<PAGE>



                        CFP GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                            Three Months Ended

                                                          June 30,      June 30,
                                                            1997         1998
                                                          --------     --------
                                                              (in thousands)

Sales                                                     $ 44,755     $ 44,276

Cost of Sales                                               37,283       36,103
                                                          --------     --------
Gross Profit                                                 7,472        8,173

Selling, general and administrative expenses                 4,126        4,716

Terminated transaction related costs                                        256
                                                          --------     --------
Income from operations                                       3,346        3,201

Interest expense                                             4,150        4,343
                                                          --------     --------
Loss before income taxes and extraordinary item               (804)      (1,142)

Provision for income taxes                                                   50
                                                          --------     --------
Net loss before extraordinary item                            (804)      (1,192)

Extraordinary loss on early extinguishment of debt                       (1,003)
                                                          --------     --------
Net loss                                                  $   (804)    $ (2,195)
                                                          ========     ========

          See accompanying notes to consolidated financial statements.

                                        2

<PAGE>



                        CFP GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                            Three Months Ended
                                                           June 30,    June 30,
                                                             1997        1998
                                                           --------    --------
                                                              (in thousands)

Cash flows from operating activities:                      $   (804)   $ (2,195)
     Net loss
     Adjustments to reconcile net loss to net
       cash provided by operating activities:
       Depreciation and amortization                          1,639       1,584
       Amortization of deferred financing costs and
          original issue discount                               308         300
       Extraordinary loss on early extinguishment of debt                 1,003
       Changes in assets and liabilities:
          Accounts receivable                                   (39)        903
          Inventories                                        (2,913)     (1,154)
          Prepaid expenses and other current liabilities        419        (256)
          Income taxes receivable/payable                                    50
          Accounts payable                                    1,920        (401)
          Accrued expenses and other current liabilities      3,711       2,782
                                                           --------    --------
               Net cash provided by operating activities      4,241       2,616
                                                           --------    --------
Cash flows from investing activities:
     Acquisition of property and equipment                     (613)     (1,145)
     Other assets                                              (245)        (43)
                                                           --------    --------
               Net cash used in investing activities           (858)     (1,188)
                                                           --------    --------
Cash flows from financing activities:
     Borrowings under revolving loan facility                             1,119
     Repayment of revolving loan facilities                    (500)     (2,000)
     Proceeds from issuance of long term-debt                            14,127
     Repayment of long-term debt and capitalized lease
          obligations                                          (144)    (14,177)
     Deferred financing costs                                    (2)       (509)
                                                           --------    --------
               Net cash used in financing activities           (646)     (1,440)
                                                           --------    --------
Net increase (decrease) in cash                               2,737         (12)
Cash, beginning of period                                     2,139       1,344
                                                           --------    --------
Cash, end of period                                        $  4,876    $  1,332
                                                           ========    ========

Supplemental  disclosures of cash flow information:
     Cash paid during the period for:
          Interest                                         $    612    $    900

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                        CFP GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements of CFP Group,
Inc. and its  wholly-owned  subsidiaries  (the  "Company") have been prepared in
accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the period are not
necessarily  indicative  of the results that may be expected for the full fiscal
year. The accompanying  financial  statements  include the results of CFP Group,
Inc.  ("CFP Group") and its  wholly-owned  subsidiary  CFP Holdings,  Inc. ("CFP
Holdings"),  and CFP Holdings'  wholly-owned  subsidiaries Custom Food Products,
Inc.  ("Custom  Foods")  and  QF  Acquisition  Corp.   ("Quality  Foods").   The
consolidated  financial  statements  as  presented  herein  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
March 31, 1998.

     The  Company's  fiscal  year  is the 52 or 53  week  period  ending  on the
Saturday  nearest to March 31. The  Company's  three month  periods ended on the
Saturday  nearest  June  30,  1998  and 1997  were 13  weeks  in  duration.  For
simplicity of  presentation,  the Company has described the interim  periods and
year end period herein as ending on June 30 and March 31 respectively.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial  Accounting  Standards  Board issued  Financial
Accounting  Standard No. 131,  "Disclosure  about  Segments of an Enterprise and
Related   Information"  ("SFAS  131"),  which  requires  disclosure  of  certain
information  about  operating  segments,  geographic  areas in which the Company
operates,  major customers, and products and services. The Company will evaluate
the effect  that this new  standard  has on the  Company's  financial  statement
presentation,  and the required  information  will be reflected in the financial
statements for the year ended March 31, 1999.

NOTE 3: LOAN AND SECURITY AGREEMENT

     On May 5, 1998, the Company  entered into a $40.0 million loan and security
agreement  (the "Loan and  Security  Agreement")  with a  financial  institution
providing  for  revolving  credit  loans  (the  "Revolver")  and  term  loan and
equipment  loan options.  Maximum  borrowings  under the Revolver  cannot exceed
$40.0  million,  subject to a  borrowing  base and other  limitations  including
amounts outstanding under the term loans,  letters of credit and other borrowing
instruments under the Loan and Security Agreement. Borrowings under the Loan and
Security  Agreement  bear  interest at varying rates as disclosed in Note 5. All
amounts outstanding under the Loan and Security Agreement become due and payable
in May 2002.


                                        4

<PAGE>



     Loans under the Loan and Security  Agreement  are secured by  substantially
all of the  Company's  assets,  including  a pledge of all the stock of  Quality
Foods and Custom Foods,  are  guaranteed by the  Company's  subsidiaries,  which
guarantees  are  secured by  substantially  all of the  assets of the  Company's
subsidiaries,  and are  further  secured  by a  pledge  of all the  stock of CFP
Holdings,  Inc.  The Loan  and  Security  Agreement  and the  indenture  contain
numerous restrictive covenants,  which limit the discretion of the management of
the Company with respect to certain  business  matters.  These  covenants  place
significant  restrictions on, among other things,  the ability of the Company to
incur additional  indebtedness,  to create liens or other  encumbrances,  to pay
dividends  or make  other  restricted  payments,  to make  investments,  to make
capital expenditures, loans and guarantees and to sell or otherwise dispose of a
substantial portion of assets to, or merge or consolidate with, another entity.

     The Company used proceeds from new  borrowings  under the Loan and Security
Agreement  to repay all amounts  outstanding  under its prior  credit  agreement
consisting  of a $10.0  million  term loan and $4.1 million  advanced  under the
Revolver.  In connection with these  repayments,  an  extraordinary  loss on the
extinguishment of debt of approximately  one million dollars was recorded.  This
amount principally consisted of unamortized deferred financing costs.



                                        5

<PAGE>



NOTE 4: INVENTORIES
     Inventories consisted of the following:

                            March 31,               June 30,
                               1998                   1998
                         ----------------       ----------------
Raw materials            $          5,655       $          6,202
Work-in-process                     3,470                  3,929
Finished goods                      6,593                  6,741
                         ----------------       ----------------
Total                    $         15,718       $         16,872
                         ================       ================

NOTE 5: LONG-TERM OBLIGATIONS

                                                         March 31,     June 30,
                                                           1998          1998
                                                         ---------     ---------
Long -term obligations consisted of the following:

Senior notes payable, interest at 11 5/8% payable 
 semiannually, principal due January 2004.                $115,000     $115,000

Term note payable to a bank, interest at a reference 
 rate (8.5% at March 31, 1998) plus 2% or Eurodollar
 rate (5.7% at March 31, 1998) plus 3% payable
 semiannually, principal payable quarterly at 
 $1.0 million increasing to $2.2 million with the 
 remaining balance due in June 2002.                         9,000

Term note payable to a financial institution, interest 
 at a reference rate (8.5% at June 30,  1998) or  
 Eurodollar  rate (5.8% at June 30,  1998) plus  2.25%,
 entire principal balance due in May 2002.                               10,000

Revolving loan payable to a bank, interest at a reference
 rate (8.5% at March 31, 1998) plus 1.25% or Eurodollar
 rate (5.7% at March 31, 1998) plus 2.5% payable
 quarterly, expires June 2002.                               5,000
 
Revolving loan payable to a financial institution, interest
 at a reference rate (8.5% at June 30, 1998) or Eurodollar
 rate (5.8% at June 30, 1998) plus 2.25%, expires May 2002.               3,246

Debt assumed in connection with the acquisition of 
Quality Foods:

 Revenue bond  payable to a  government  financing  
    authority,  interest  at a reference rate (5.8% at 
    June 30, 1998) not to exceed 18% payable  monthly,
    principal payable annually at $100,000 increasing 
    to $400,000 through December 2014.                       4,200        4,200

 Notes Payable to a government agency, interest at 
    2%, payable with principal monthly through 
    April 2012, collateralized in a second 
    position on the Company's Philadelphia facility.         1,955        1,904

 Note payable to a government agency, interest at 0.5% 
    payable monthly beginning April 1999 through
    October 2005, principal and interest payable in
    equal monthly installments from November 2005 
    through April 2010, collateralized in a shared third 
    position on the Company's Philadelphia facility.         1,000        1,000

 Notes payable to a government agency, interest at 5.25% 
    payable monthly with principal through February 2012, 
    collateralized in a shared third position on the
    Company's Philadelphia facility.                           710          710

Capital lease obligations payable in varying monthly  
 installments through 2021, collateralized by buildings 
 and equipment with a net book value of $6,317,000 and 
 $6,184,000, at March 31, 1998, and 
 June 30, 1998 respectively.                                 6,634        6,510
                                                          --------     --------
Total                                                      143,499      142,567

Less current portion                                        (2,232)        (732)
                                                          --------     --------
Long-term debt                                            $141,267     $141,835
                                                          ========     ========

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
                                       6

<PAGE>
of Operations.

General

     The  following  is   management's   discussion   and  analysis  of  certain
significant  factors which have affected the  Company's  financial  position and
operating  results during the periods included in the accompanying  consolidated
financial statements.

Results of Operations

Three months ended June 30, 1998 compared to three months ended June 30, 1997.

     Net Sales.  Net sales  decreased by 1% to $44.3 million for the three month
period  ended June 30,  1998 from $44.8  million  for the period  ended June 30,
1997.  Total pounds sold by the company  decreased by 2% to 25.6 million  pounds
for the three months ended June 30, 1998 from 26.0 million  pounds for the three
months  ended  June 30,  1997.  The small  quarterly  decrease  in net sales was
primarily  due to a decrease  in non value  added  product  sales.  Sales of the
Company's  higher  margin value added  products  were  virtually  unchanged as a
decline  in sales to one of the  Company's  largest  customers  were  offset  by
increases in sales to other value added product  customers.  The net sales price
increased to $1.73 per pound from $1.72 per pound primarily as a result of sales
mix variations.

     Gross Profit.  Gross profit  increased to $8.2 million for the three months
ended June 30, 1998 from $7.5  million for the three months ended June 30, 1997.
This $0.7 million  increase was primarily due to  efficiencies  in operations as
well as favorable raw material  prices.  The gross margin increased to 18.5% for
the three  months ended June 30, 1998 from 16.7% for the three months ended June
30, 1997 for the same reasons.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased  to $4.7  million for the three months ended
June 30,  1998 from $4.1  million  for the three  months  ended  June 30,  1997,
primarily due to strategic staffing additions.

     Terminated  Transaction  Related Costs.  In the three months ended June 30,
1998, the Company  expensed  $256,000 in  transaction  costs  associated  with a
potential acquisition which has been terminated.

     Income from Operations.  Income from operations decreased minimally to $3.2
million for the three months ended June 30, 1998 from $3.3 million for the three
months ended June 30, 1997.

     Interest Expense.  Interest expense increased minimally to $4.3 million for
the three  months  ended June 30, 1998  compared  to $4.2  million for the three
months ended June 30, 1997.

                                       7
<PAGE>



     Provision for Income Taxes. Provision for income taxes increased to $50,000
for the three  months  ended June 30, 1998 from zero for the three  months ended
June 30, 1997, to provide for various  state income taxes.  For the three months
ended June 30, 1998 the expected  income tax benefit based on the statutory rate
was reduced to zero because the company provided a valuation  allowance  related
to the net operating loss carry forward.

     Extraordinary Loss. The Company used proceeds from new borrowings under the
Loan and  Security  Agreement to repay all amounts  outstanding  under its prior
credit agreement. In connection with these repayments,  an extraordinary loss on
the  extinguishment  of debt of approximately  one million dollars was recorded.
This amount principally consisted of unamortized deferred financing costs.

     Net Loss.  A net loss of $1.2  million was  incurred  for the three  months
ended June 30,  1998 versus a net loss of $804,000  for the three  months  ended
June 30, 1997 due to the net impact of the foregoing items.

Year 2000

     The Company is in the process of selecting a new Enterprise Wide System and
currently  expects to have a new system  selected and  implemented by July 1999.
The company  believes  that  implementation  of the new system will  address its
major "year 2000 issues", which arise in cases where the computer systems or any
equipment  with computer chips use two-digit  fields that recognize  dates using
the assumption that the first two digits are "19". On January 1, 2000, any clock
or date recording mechanism including date sensitive software that uses only two
digits to  represent  the year may  recognize a date using "00" as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations,  causing disruption of operations, including among other things
a  temporary  inability  to process  transactions,  send  invoices  or engage in
similar activities.

     The Company is currently  engaged in a review of its  computer  systems and
applications,  including packaged software used by the Company, that will not be
addressed  by the new  system.  The  Company  expects to make any  modifications
required to resolve year 2000 issues in a timely manner and leave  adequate time
to assess and correct any significant  issues that may materialize.  The Company
is also expecting to initiate formal  communications  with selected  vendors and
customers to determine  the extent to which the Company is  vulnerable  to those
third parties' failure to remediate their own year 2000 issues.  The Company can
give no guarantee  that the systems of other  companies  on which the  Company's
systems  rely will be  converted  on time or that  failure to convert by another
company or a conversion  that is incompatible  with the Company's  systems would
not have a material  adverse effect on the Company.  The Company is taking steps
to reduce the likelihood  that such failures could affect the Company's  systems
through any electronic communications.

     The  Company  does not expect that the review and  modifications  described
above,  excluding the cost of implementing the new system, will require material
expenditures.  If the Company is unable to successfully implement the new system
sufficiently in advance

                                        8
<PAGE>



of the year 2000,  however,  additional  expenditures could be required and such
expenditures  could be  substantial.  If  modification  required  to address the
Company's year 2000 issues are not made, or are not timely, the year 2000 issues
could  have a  material  impact on the  operations  and  financial  results  and
conditions of the Company.

Liquidity and Financial Resources

     The Company's total  consolidated  indebtedness  was $142.6 million at June
30, 1998. Interest payments on the 11 5/8% Senior Notes and anticipated interest
and  principal  payments  under  the  Loan  and  Security  Agreement   represent
significant  obligations  of the  Company.  The 11  5/8%  Senior  Notes  require
semi-annual  interest payments of approximately  $6.7 million which commenced in
July 1997.  Borrowings  under the Loan and Security  Agreement  bear interest at
floating  rates.  Approximately  $5.0  million of the  Revolver  is  reserved to
provide  letters of credit  supporting  the  industrial  revenue bond issue with
respect to Quality Foods' Philadelphia facility and other obligations.

     The Company's  primary  sources of liquidity are cash flows from operations
and borrowings under the Revolver.  At June 30, 1998 approximately $11.4 million
was  available  to the Company for  borrowings  under the  Revolver,  subject to
inventory  and accounts  receivable  levels.  The Company  anticipates  that its
working capital requirements, capital expenditures and debt service requirements
for the next twelve months will be satisfied  through a combination of cash flow
from operations and funds available under the Loan and Security Agreement.

Forward Looking Statements

This report includes "forward looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that such  expectations  will  prove to have  been  correct.
Important  factors that could cause actual results to differ materially from the
Company's expectations are detailed periodically in the Company's SEC filings on
Forms 10-K and 10-Q. All subsequent written and oral forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

                                        9
<PAGE>



Part II       Other Information

Item 6.       Exhibits and Reports on Form 8-K

              No reports on Form 8-K have been filed  during the  quarter  ended
              June 30, 1998. Reference is made to the Company's Annual Report on
              Form 10-K and the exhibits filed therewith.  The exhibits filed as
              part of this form are listed below:



              Exhibit No.                  Description
              -----------                  -----------
              27                           Financial Data Schedule




                                       10

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                                 CFP Group, Inc.
                                                              CFP Holdings, Inc.
                                                      Custom Food Products, Inc.
                                                            QF Acquisition Corp.

                                                         /s/ Eric W. Ek
August 7, 1998                               -----------------------------------
                                             Eric W. Ek
                                             Vice President,
                                               Chief Financial Officer and
                                               Secretary of CFP Group, Inc.
                                               And CFP Holdings, Inc. and
                                               its subsidiaries