Exhibit 4.1





                               CFP HOLDINGS, INC.,

                                     Issuer,

                                 CFP GROUP, INC.


                           CUSTOM FOOD PRODUCTS, INC.

                                       and

                                    QFAC, LLC

                                   Guarantors


                                       and


                                  United States
                            Trust Company of new york


                                     Trustee




                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of ______ __, 1999

                         ______________________________

                                  $115,000,000
                    11 5/8% Senior Guaranteed Notes Due 2004
                11 5/8% Series B Senior Guaranteed Notes Due 2004


This First Supplemental  Indenture  supplements an Indenture dated as of January
28, 1997.


<PAGE>


                          FIRST SUPPLEMENTAL INDENTURE

         THIS FIRST  SUPPLEMENTAL  INDENTURE,  dated as of _______ __, 1999 (the
"First  Supplemental  Indenture"),  is  by  and  among  CFP  HOLDINGS,  INC.,  a
corporation  duly organized and existing under the laws of the State of Delaware
(herein  called the  "Company"),  QFAC,  LLC, a limited  liability  company duly
organized  and  existing  under the laws of the State of  Delaware,  and  UNITED
STATES TRUST  COMPANY OF NEW YORK, a bank and trust  company duly  organized and
existing under the laws of the State of New York (herein called the "Trustee").


                              W I T N E S S E T H:

         WHEREAS, capitalized terms used herein but not otherwise defined herein
will be  deemed  to have the  respective  meanings  given  to such  terms in the
Indenture, dated as of January 28, 1997 (the "Indenture"), among the Company, as
issuer,  the Parent  Guarantor,  the Subsidiary  Guarantors and the Trustee,  as
trustee, regarding the issuance of the Company's 11 5/8% Senior Guaranteed Notes
Due 2004 and 11 5/8% Series B Senior Guaranteed Notes Due 2004;

         WHEREAS,  the  Company  desired to change the  organization  of Quality
Foods, a Subsidiary Guarantor, from a corporation incorporated under the General
Corporation Law of the State of Delaware to a limited  liability  company formed
under the Limited  Liability Company Act of the State of Delaware (the "Delaware
LLC Act");

         WHEREAS, in order to effectuate such organizational change, the Company
caused to be formed QFAC, LLC under the Delaware LLC Act and, after  designating
QFAC,  LLC  as a  "Restricted  Subsidiary"  (as  such  term  is  defined  in the
Indenture)  by  resolution  duly  adopted  by  written  consent  of the Board of
Directors of the Company, Quality Foods was merged with and into QFAC, LLC, with
QFAC,  LLC as the surviving  Subsidiary  having the same assets and  liabilities
that Quality Foods had prior to the merger;

         WHEREAS,  pursuant  to Section  1308 of the  Indenture,  the Company is
obligated to cause each Person that becomes a Subsidiary  to become a Subsidiary
Guarantor with respect to the Indenture Obligations;

         WHEREAS, Section 9.01(h) of the Indenture provides that the Company and
the Trustee may enter into a Supplemental  Indenture  without the consent of any
Holders to add a Subsidiary Guarantor pursuant to Section 1308 of the Indenture;
and

         WHEREAS,  in  order  to  effectuate  the  addition  of  QFAC,  LLC as a
Subsidiary  Guarantor  in  compliance  with  the  terms  and  provisions  of the
Indenture,  the Company and the Trustee have agreed to supplement  the Indenture
as provided by this First Supplemental Indenture;



<PAGE>


         NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL
INDENTURE WITNESSETH:

                  For  and in  consideration  of  the  mutual  covenants  herein
exchanged,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged by the parties hereto, the Company,
QFAC, LLC and the Trustee hereby agree as follows:

         Section 1. Additional Subsidiary Guarantor. Pursuant to Section 1308 of
the  Indenture  and upon the  merger of Quality  Foods with and into QFAC,  LLC,
QFAC,  LLC hereby  succeeds to, and shall be  substituted  for, and may exercise
every right and power, and shall be bound by the obligations,  of Quality Foods,
under the  Indenture  with the same effect as if QFAC,  LLC had been  originally
named as a Subsidiary Guarantor in the Indenture.

         Section 2. Miscellaneous.

                  (a) The Trustee  accepts the trusts  created by the Indenture,
as  supplemented  hereby,  and  agrees  to  perform  the same upon the terms and
conditions of the Indenture.

                  (b) In case any provision in this First Supplemental Indenture
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

                  (c) Nothing in this First Supplemental  Indenture,  express or
implied,  shall  give to any  Person,  other than the  parties  hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.

                  (d) If any  provision  of this  First  Supplemental  Indenture
limits,  qualifies  or  conflicts  with a provision  of the TIA that is required
under the TIA to be part of and govern this First  Supplemental  Indenture,  the
statutorily mandated provision shall control.

                  (e) This First Supplemental Indenture shall be governed by and
construed in accordance  with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether in the
State of New York or any other jurisdiction) that would cause the application of
laws of any jurisdiction other than the State of New York.

                  (f) All provisions of this First Supplemental  Indenture shall
be deemed to be  incorporated  in,  and made a part of, the  Indenture;  and the
Indenture, as supplemented by this First Supplemental Indenture,  shall be read,
taken and construed as one and the same instrument.

                  (g) The Trustee makes no  representation as to the validity or
sufficiency of this First Supplemental Indenture.

                  This  First  Supplemental  Indenture  may be  executed  in any
number of counterparts, each of which when so executed shall be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                     * * * *

<PAGE>


         IN  WITNESS   WHEREOF,   the  undersigned   have  executed  this  First
Supplemental Indenture as of the date first written above.


                                            CFP HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Title:


                                            QFAC, LLC

                                            By: ________________________________
                                                Name:
                                                Title:


                                            UNITED STATES TRUST COMPANY OF
                                            NEW YORK, as Trustee

                                            By: ________________________________
                                                Name:
                                                Title: