Exhibit 3.2


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                                    QFAC, LLC


                     (a Delaware Limited Liability Company)








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

                               OPERATING AGREEMENT

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






                                  June 28, 1999



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                                                  OPERATING  AGREEMENT  dated as
                                               of June 28, 1999, of QFAC, LLC, a
                                               Delaware    limited     liability
                                               company  (the  "Company"),  among
                                               the parties listed on Schedule I.

         The parties are entering into this Agreement for the purpose of forming
a limited  liability  company pursuant to the provisions of the Delaware Limited
Liability Company Act, 6 Del. C. ss. 18-101 et seq. (the "Delaware Act").

         ACCORDINGLY,  in  consideration  of the mutual covenants and agreements
contained in this Agreement,  the  sufficiency of which is hereby  acknowledged,
the parties agree as follows:

         1. Definitions; Rules of Construction.

         (a) When used in this Agreement,  the following  capitalized terms have
the meanings ascribed to them below:

                  "Affiliate"  means, with respect to any Person, (i) a director
or  executive  officer  of  such  Person,  (ii) a  spouse,  parent,  sibling  or
descendant  of such Person (or a spouse,  parent,  sibling or  descendant of any
director or executive officer of such Person),  (iii) the estate of such Person,
(iv) any trust for the benefit of Persons  referred  to in clause  (i),  (ii) or
(iii) above and (v) any other Person that, directly or indirectly through one or
more intermediaries  controls,  is controlled by or is under common control with
such Person. The term "control" means the possession, directly or indirectly, of
the power to direct the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "Board of  Managers"  means the board of  managers  designated
pursuant to Section 5.

                  "By-laws"  means the  By-laws of the  Company as amended  from
time to time, which are expressly  incorporated by reference into this Agreement
and the form of which is attached hereto as Annex A.

                  "Capital  Contribution" means, with respect to any Member, the
amount of capital  contributed  by such Member to the Company,  as determined in
accordance with Section 6.

                  "Event of Withdrawal  of a Member" means the death,  insanity,
retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the
occurrence  of any other event that  terminates  the  continued  membership of a
Member in the Company.

                  "Fiscal Year" means the 12-month  period  beginning on April 1
and ending on March 31 of each year.

                  "GAAP" means generally  accepted  accounting  principles as in
effect from time to time.



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                  "Internal  Revenue  Code" means the  Internal  Revenue Code of
1986, as amended, and the regulations promulgated thereunder.

                  "LLC Interest"  means the percentage  ownership  interest of a
Member in the Company,  as adjusted  from time to time in  accordance  with this
Agreement,  consisting  of (a) such  Member's  right to receive a portion of Net
Profits, Net Losses and distributions, in each case as provided herein, (b) such
Member's  right,  if any, to vote or grant or withhold  consents with respect to
Company  matters as provided herein or in the Delaware Act and (c) such Member's
other rights and privileges as herein provided.

                  "Majority  in  Interest of Members"  means,  at any time,  the
Members who hold, in the  aggregate,  greater than fifty (50) percent of the LLC
Interests owned by all the Members at such time.

                  "Manager"   means  a  member  of  the  Board  of  Managers  as
designated in, or selected pursuant to, Section 5.

                  "Member"  means any  Person  holding an LLC  Interest  and any
Person who shall be admitted as an additional or substituted  Member pursuant to
this Agreement  (including an Additional Member), so long as such Person remains
a Member.

                  "Net Profits and Net Losses"  means the net taxable  income or
net taxable loss of the Company,  respectively, as determined for Federal income
tax  purposes,  for each  fiscal  year of the  Company,  plus any income that is
exempt from Federal  income tax and minus  expenses  that are not  deductible in
computing  Federal  taxable  income  and  not  properly  chargeable  to  capital
accounts,  in each case to the extent  such items are not  otherwise  taken into
account in computing Net Profits or Net Losses.

                  "Person"  shall be  construed  broadly  and shall  include  an
individual, a partnership, a corporation, an association, a joint stock company,
a  limited  liability  company,  a trust,  a joint  venture,  an  unincorporated
organization  and a governmental  entity or any department,  agency or political
subdivision thereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
or  any  successor  Federal  statute,  and  the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder, all as the same shall
be in effect from time to time.

                  "Transfer" as to any LLC Interest,  shall be construed broadly
and shall include any sale, assignment, transfer, participation,  gift, bequest,
distribution,  or other disposition  thereof,  whether directly or indirectly by
way of liquidation,  merger,  consolidation or reorganization,  or any pledge or
hypothecation  thereof,  placement  of a lien  thereon  or grant  of a  security
interest  therein or any other  encumbrance  thereon (other than with respect to
the pledge of  collateral  made  pursuant to the Pledge and  Security  Agreement
dated June 28, 1999  between CFP  Holdings,  Inc.,  a Delaware  corporation,  as
Pledgor,  and Fleet  Capital  Corporation,  as  Lender),  in each  case  whether
voluntary or involuntary or arising by operation of law or otherwise and with or
without  compensation,  or any agreement having the purpose of accomplishing any
of the foregoing.



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                  (b) The following terms are defined in the following  Sections
or other locations:

                                                                   Section or
                  Term:                                          other location:
                  -----                                          ---------------
             "Additional Member"                                      16(b)
             "Certificate"                                             2(b)
             "Company"                                                Caption
             "Delaware Act"                                      First Paragraph
             "Encumbrances"                                           13(b)(ii)
             "Tax Matters Partner"                                    14(a)


                  (c) The title of and the  section  and  paragraph  headings in
this  Agreement are for  convenience  of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement.

                  (d) The use herein of the masculine,  feminine or neuter forms
shall also denote the other forms, as in each case the context may require.  The
words  "include,"  "includes" and  "including"  are deemed to be followed by the
phrase "without limitation".

                  (e) Except when the context requires otherwise,  any reference
in this  Agreement  to any  Section,  Clause,  Schedule or Annex shall be to the
Sections and Clauses of, and Schedules and Annex to, this Agreement.

         2. Name; Formation; Issuance of LLC Interests.

                  (a) The name of the  Company  shall be  "QFAC,  LLC",  or such
other name as the Board of Managers may from time to time hereafter designate.

                  (b) The Company was formed  upon the  execution  and filing by
Lincoln L. Ornston  (Lincoln L. Ornston  being  hereby  authorized  to take such
action) with the Secretary of State of the State of Delaware of a certificate of
formation  (the  "Certificate")  of the Company in the form  attached  hereto as
Annex B on April 15, 1999.  The parties hereto hereby (i) ratify and confirm the
filing of the Certificate and (ii) adopt and approve the By-laws.

         3. Purpose.

                  The  purpose of the  Company  shall be to engage in any lawful
business that may be engaged in by a limited  liability  company organized under
the Delaware Act, as such business  activities may be determined by the Board of
Managers from time to time.

4.       Offices.

                  (a) The principal  office of the Company,  and such additional
offices as the Board of Managers may determine to establish, shall be located at
such place or places  inside or outside  the State of  Delaware  as the Board of
Managers may designated from time to time.



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                  (b) The  registered  office  of the  Company  in the  State of
Delaware is located at 32 East Loockerman  Square,  Dover,  Delaware 19901.  The
registered  agent of the Company  for service of process at such  address is The
Prentice-Hall Corporation System, Inc..

         5. Management of the Company; Board of Managers.

                  (a) Subject to the  delegation  of rights and powers  provided
for herein and in the By-laws,  the Board of Managers  shall have the sole right
to manage  the  business  of the  Company  and shall  have all powers and rights
necessary, appropriate or advisable to effectuate and carry out the purposes and
business of the Company.

                  (b) The Board of Managers shall  initially  consist of six (6)
Managers and  thereafter,  from time to time, the number of Managers  comprising
the Board of Managers  may be increased or decreased as provided in the By-laws.
The Board of Managers shall be selected by a Majority in Interest of Members.  A
Manager  that  is  not  an  individual  may  act  through  its  duly  authorized
representative.

                  (c) No  Member,  by  reason of such  Member's  status as such,
shall have any  authority to act for or bind the Company but shall have only the
right to vote on or  approve  the  actions  herein  specified  to be voted on or
approved by such Member.

                  (d) The  officers  of the  Company  shall  be,  and  shall  be
elected, removed and perform such functions, as are provided in the By-laws. The
Board of Managers may appoint,  employ,  or otherwise  contract  with such other
Persons for the transaction of the business of the Company or the performance of
services  for or on  behalf of the  Company  as it shall  determine  in its sole
discretion.  The Board of Managers may delegate to any officer of the Company or
to any such other  Person such  authority to act on behalf of the Company as the
Board of Managers may from time to time deem appropriate in its sole discretion.

                  (e) Except as  otherwise  provided by the Board of Managers or
in the By-laws,  when the taking of such action has been authorized by the Board
of  Managers,  any  officer  of the  Company  or any other  Person  specifically
authorized by the Board of Managers may execute any contract or other  agreement
or  document  on behalf of the Company and may execute and file on behalf of the
Company with the Secretary of State of the State of Delaware any  certificate of
amendment to the Company's  Certificate,  one or more restated  certificates  of
formation and certificate of merger or  consolidation  and, upon the dissolution
and  completion  of winding up of the Company,  at any time when there are fewer
than two Members, or as otherwise provided in the Delaware Act, a certificate of
cancellation canceling the Company's Certificate.

                  (f) In the event a vacancy is created on the Board of Managers
by reason of the death,  removal or  resignation  of any  Manager,  such vacancy
shall be filled by an affirmative vote of a Majority in Interest of Members.

                  (g) Each Member  represents that he or she has not granted and
is  not a  party  to any  proxy,  voting  trust  or  other  agreement  which  is
inconsistent  with or conflicts  with the provisions of this  Agreement,  and no
Member  shall  grant  any  proxy or become  party to any  voting  trust or other
agreement  which is  inconsistent  with or conflicts with the provisions of this
Agreement.


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         6. Capital Contributions; Capital Accounts.

                  (a) Each of the Members entering into this Agreement as of the
date hereof has  contributed  to the Company on the date  hereof,  in cash,  the
amount set forth opposite such Member's name on Schedule II for the LLC Interest
set forth opposite such Member's name on Schedule II.

                  (b) A separate  capital  account  shall be  maintained  on the
books of the Company for each Member, which shall be adjusted (1) as of March 31
of each year, (2)  immediately  prior to the  acquisition of any LLC Interest by
any Person or any change in the LLC  Interest  of any  Person,  (3)  immediately
prior to the date of  dissolution  of the  Company  and (4) at such times as the
Board of Managers shall determine, as follows:

                           (i) the amount of money and the fair market value (as
                  determined by the Board of Managers in good faith) of property
                  (net of any  liabilities  secured  by such  property  that the
                  Company  assumes  or takes  subject  to)  contributed  by such
                  Member  to the  Company  shall be  credited  to such  Member's
                  capital account;

                           (ii) the amount of any  distributions  (including the
                  fair market value (as  determined  by the Board of Managers in
                  good  faith)  of   property   other  than  cash  (net  of  any
                  liabilities  that such Member  assumes or takes  subject  to))
                  distributed to such Member shall be debited from such Member's
                  capital account;

                           (iii) Net  Profits  earned by the  Company  since the
                  last date on which Net  Profits or Net Losses  shall have been
                  allocated  to the Members  shall be  credited to the  Members'
                  capital accounts as follows:

                                    (A) first, to reverse the allocations of Net
                           Losses provided for in Section 6(b)(iv); and

                                    (B)  next,   ratably   based  upon  the  LLC
                           Interests of the Members; and

                           (iv) Net Losses  incurred  by the  Company  since the
                  last date on which Net Losses or Net  Profits  shall have been
                  allocated  to the  Members  shall be debited  to the  Members'
                  capital accounts,  ratably based upon the LLC Interests of the
                  Members;  provided,  that at such time as a  Member's  capital
                  account  shall be  reduced  to zero (0) such  Member  shall be
                  excluded  from the  allocations  made pursuant to this Section
                  6(b)(iv) until such time as such Member's  capital account has
                  a positive balance.

                  (c)  Notwithstanding  any  provision of this  Agreement to the
contrary,  each Member's  capital  account  shall be maintained  and adjusted in
accordance  with  the  Internal  Revenue  Code,  including  (i) the  adjustments
permitted or required by Internal Revenue Code Section 704(b) and, to the extent
applicable, the principles expressed in Internal Revenue Code Section 704(c) and
the regulations promulgated thereunder and (ii) adjustments required to maintain
capital accounts in accordance with the  "substantial  economic effect test" set
forth in the regulations promulgated under Internal Revenue Code Section 704(b).



<PAGE>


                  (d) Upon any distribution in kind, the  distribution  shall be
treated as if the property were sold for its fair market value (as determined as
of the immediately preceding day by the Board of Managers in good faith) and the
proceeds therefrom  distributed to the Members.  The deemed gain or loss on such
disposition  shall be included in the calculation of Net Profit and Net Loss for
the  period  in  which  the  distribution  occurred.  For the  purposes  of this
Agreement,  fair market value for such distributions  shall be determined by the
Board  of  Managers  in good  faith  as of the  day  immediately  preceding  the
acquisition or disposition of the relevant property.

                  (e) Any Member,  including any  substitute  Member,  who shall
receive an LLC  Interest  by means of a Transfer to it of a portion of or all of
the LLC Interest of another  Member shall have a capital  account that  reflects
the capital account associated with the transferred LLC Interest.

         7. Distributions.

                  (a) Within  ninety (90) days  following the end of each Fiscal
Year,  the Company  will  distribute  to each Member an amount (if any) equal to
fifty  (50%)  percent of the excess of Net  Profits  over Net Losses  previously
allocated to such  Member's  capital  account for such Fiscal Year and all prior
Fiscal Years pursuant to Section 6, less (i) all distributions  pursuant to this
Section 7(a) and (ii) any distributions made during such Fiscal Year pursuant to
Section 7(b).

                  (b)  Subject  to Section  12(f),  all  distributions  not made
pursuant to Section 7(a) of other  assets of the Company,  whether in cash or in
kind,  shall be made at such times and in such amounts as a Majority in Interest
of Members may determine,  and shall be allocated  among and made to the Members
ratably based upon the LLC Interests of the Members.

         8. Liability for Return of Capital.

                  No Member or Manager  shall have any  liability for the return
of any  Member's  Capital  Contribution,  which  Capital  Contribution  shall be
payable  solely from the assets of the Company at the absolute  discretion  of a
Majority in Interest of Members,  subject to the  requirements  of the  Delaware
Act.

         9. Transfers; Restrictions.

                  (a) No LLC Interest or portion  thereof may be  Transferred by
any Member  without  the prior  approval  of a Majority  in  Interest of Members
(determined  excluding the Member that is seeking to Transfer an LLC Interest or
portion thereof) in their sole discretion.

                  (b) The  restrictions on Transfer  described in this Agreement
shall apply to all LLC  Interests  now owned or hereafter  acquired by a Member,
including   LLC   Interests   acquired  by  reason  of  any  dividend  or  other
distribution,  additional issue of LLC Interests (including upon exercise of any
option,  warrant or other right to acquire LLC  Interests  from the Company) and
acquisition of outstanding LLC Interests from another Person.

                  (c) Any Transfer or attempted  Transfer of any LLC Interest in
violation of any the provisions of this Section 9 shall be void, and the Company
shall not record such Transfer on its books or treat any purported transferee of
such LLC Interest as the owner of such LLC  Interest



<PAGE>


for any purpose.  The Board of Managers  shall amend Schedule I hereto from time
to time to reflect  Transfers made in accordance  with, and as permitted  under,
this Section 9.

         10. Certain Members.

                  Each  Member that is an entity that was formed for the purpose
of acquiring an LLC  Interest or that has no  substantial  assets other than its
LLC Interests or any interest in any LLC Interest  agrees that (a) shares of its
common stock or other  instruments  reflecting  equity  interests in such entity
(and the  shares  of  common  stock or other  equity  interests  in any  similar
entities  controlling such entity) will note the restrictions  contained in this
Agreement  on the  Transfer of LLC  Interests  as if such common  stock or other
equity  interests  were LLC  Interests and (b) no shares of such common stock or
other equity  interests may be issued or Transferred to any Person other than in
accordance  with the terms and  provisions  of this  Agreement as if such common
stock or other equity interests were LLC Interests.

         11. Withdrawal.

                  No Member  shall have the right to  withdraw  from the Company
except with the consent of all of the Members  (excluding  the Member seeking to
withdraw) and upon such terms and conditions as may be specifically  agreed upon
between the Company  and the  withdrawing  Member.  The  provisions  hereof with
respect to distributions  upon withdrawal are exclusive,  and no Member shall be
entitled to claim any further or different  distribution  upon withdrawal  under
Section 18-604 of the Delaware Act or otherwise.

         12. Dissolution.

                  (a) Subject to the  provisions of Section  12(b),  the Company
shall be dissolved  and its affairs  wound up and  terminated  upon the first to
occur of the following:

                           (i) the  determination of the Board of Managers and a
                  Majority in Interest of Members to dissolve the Company; or

                           (ii) the  occurrence  of an Event of  Withdrawal of a
                  Member or any other event causing a dissolution of the Company
                  under Section 18-801 of the Delaware Act.

                  (b) Notwithstanding  the provisions of Section 12(a)(ii),  the
occurrence  of an Event of Withdrawal of a Member shall not dissolve the Company
if within ninety (90) days after the occurrence of such Event of Withdrawal of a
Member the  business  of the Company is  continued  by a Majority in Interest of
Members remaining after such Event of Withdrawal of a Member.

                  (c) Upon  dissolution  of the Company,  the Company's  affairs
shall be promptly wound up in accordance with the provisions of this Section 12.
The Company shall engage in no further  business except as may be necessary,  in
the reasonable discretion of the Board of Managers, to preserve the value of the
Company's assets during the period of dissolution and liquidation.

                  (d) Distributions to the Members in liquidation may be made in
cash or in kind,  or partly in cash and  partly in kind,  as  determined  by the
Board of Managers.



<PAGE>


                  (e) The Net Profits  and Net Losses of the Company  during the
period of dissolution  and  liquidation  shall be allocated among the Members in
accordance with the provisions of Section 6.

                  (f) The assets of the  Company  (including  proceeds  from the
sale or other  disposition  of any assets during the period of  dissolution  and
liquidation) shall be applied as follows:

                           (i) First, to repay any  indebtedness of the Company,
                  whether to third  parties or to the  Members,  in the order of
                  priority required by law;

                           (ii)  Next,  to  any  reserves  which  the  Board  of
                  Managers   reasonably   deems   necessary  for  contingent  or
                  unforeseen  liabilities  or  obligations of the Company (which
                  reserves when they become  unnecessary shall be distributed in
                  accordance with the provisions of (iii) below); and

                           (iii)  Next,  to the Members  ratably  based upon the
                  positive  capital account balance of each Member (after taking
                  into account all adjustments to the Members'  capital accounts
                  required under Section 12(e)).

         13.  Members;   Representations  of  Members;  Representations  of  the
Company.

                  (a) The name and  business,  mailing or residence  address and
LLC  Interest  of each of the  Members  of the  Company  as of the  date of this
Agreement  are set forth on Schedule I. Schedule I shall be amended from time to
time to reflect the names and  business,  mailing or  residence  address and LLC
Interest  of each  Person who shall  become a Member  after the date  hereof and
changes to such information for existing Members.

                  (b) Upon the acquisition of an LLC Interest,  each Member,  in
each case  severally  as to himself or itself (and not as to any other  Person),
makes the following  representations  and warranties to the Company with respect
to this Agreement and such LLC Interest:

                  (i) Such Member has full legal right,  power and  authority to
enter into this Agreement and to perform its  obligations  under this Agreement.
The  execution,  delivery and  performance by such Member of this Agreement have
been duly  authorized by all requisite  action on the part of such Member.  This
Agreement  has been duly  executed and delivered by such Member and is the valid
and  binding  obligation  of such  Member,  enforceable  against  such Member in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
insolvency,  moratorium,  and similar laws affecting creditors' rights generally
and subject to general principles of equity  (regardless of whether  enforcement
is sought in a proceeding in equity or at law).

                           (ii) The execution,  delivery and performance by such
                  Member of this Agreement, the consummation of the transactions
                  contemplated  hereby,  and the  compliance by such Member with
                  the provisions hereof, will not (i) violate,  conflict with or
                  constitute  (with  notice  or lapse of time or both) a default
                  (or give rise to any  right of  termination,  cancellation  or
                  acceleration)   under,  or  result  in  the  creation  of  any
                  Encumbrance  upon such Member's  properties or assets pursuant
                  to, the terms,  conditions



<PAGE>


                  or  provisions  of  any  agreement  or  other   instrument  or
                  obligation  to which  such  Member is a party or by which such
                  Member or such  Member's  properties  or assets are bound,  or
                  (ii) violate any provision of law, statute,  rule, regulation,
                  order, judgment,  award, writ, injunction or decree applicable
                  to such Member or any of such  Member's  properties or assets.
                  As  used  herein,  "Encumbrances"  means  security  interests,
                  mortgages,    liens,    pledges,    charges,     reservations,
                  restrictions,  equities, rights of first refusal and all other
                  encumbrances,  whether or not  relating  to the  extension  of
                  credit or the borrowing of money.

                           (iii) No permit,  authorization,  consent or approval
                  of or by,  or  notification  of or  filing  with,  any  Person
                  (governmental  or private) is required in connection  with the
                  execution,  delivery  or  performance  by such  Member of this
                  Agreement, other than filings contemplated by this Agreement.

                           (iv) Such Member (A) has been  furnished  with or has
                  had access to the  information  such Member has requested from
                  the  Company,  (B) has had the  opportunity  to  discuss  with
                  management of the Company the intended  business and financial
                  affairs  of  the  Company  and  (C)  has  such  knowledge  and
                  expertise in financial  and business  matters and with respect
                  to  investments in securities of privately held companies that
                  he  or  it  is  capable  of  utilizing  the  information  made
                  available to him or it, to evaluate the merits and risks of an
                  investment  in the Company and to make an informed  investment
                  decision with respect  thereto.  Such Member is aware that his
                  or its purchase of such LLC Interest is highly speculative and
                  he or it is  able,  without  impairing  his or  its  financial
                  condition,  to hold such LLC Interest for an indefinite period
                  of  time  and  to  suffer  a  complete  loss  of  his  or  its
                  investment.

                           (v) Such Member  recognizes that an investment in the
                  Company  involves certain risks, and has taken full cognizance
                  of, and  understands  all of, the risk factors  related to the
                  purchase of such LLC Interest.  Such Member has consulted with
                  his or its  professional,  tax and legal advisors with respect
                  to  the  Federal,   state,   local  and  foreign   income  tax
                  consequences  of his or its  participation  as a Member of the
                  Company.

                           (vi) Such Member is  acquiring  such LLC Interest for
                  his or its own  account  and not with a view to the  resale or
                  further  distribution  thereof, nor with any present intent of
                  distributing  the  same,  in any  such  case in  violation  of
                  Federal or state securities laws.

                           (vii) Such Member  understands and acknowledges  that
                  the offering of such LLC Interest has not been  considered  or
                  approved by any governmental or other entity.

                           (viii)  Such  Member  understands  that  there  is no
                  public   market   for   such   LLC   Interest   and  that  the
                  transferability of such LLC Interest is restricted.

                           (ix) Such Member  understands  that such LLC Interest
                  has not  been  registered  or  qualified  for sale  under  the
                  Securities  Act or otherwise  (including  under any applicable
                  state  securities  laws) and that such LLC Interest  cannot be
                  offered  for sale or sold by such  Member or by anyone  acting
                  for such Member's  account or on such



<PAGE>


                  Member's behalf without the  registration of such LLC Interest
                  and/or the fulfillment of other regulatory requirements.

                           (x) Such Member  understands  that the exemption from
                  registration afforded by Rule 144 (the provisions of which are
                  known to such Investor)  promulgated  under the Securities Act
                  depends on the satisfaction of various conditions and that, if
                  applicable, Rule 144 may only afford the basis for sales under
                  certain circumstances only in limited amounts.

         14. Administrative Matters.

                  (a) The Company hereby  designates  CFP Holdings,  Inc. as the
"Tax Matters Partner" for purposes of Internal Revenue Code Section 6231 and the
regulations  promulgated  thereunder.  The Tax Matters  Partner  shall  promptly
advise  each  Member of any audit  proceedings  proposed  to be  conducted  with
respect to the Company.

                  (b) It is the  intention of the Members that the Company shall
be taxed as a  "partnership"  for Federal,  state,  local and foreign income tax
purposes. The Members shall take all reasonable actions, including the amendment
of this  Agreement and the execution of other  documents,  as may  reasonably be
required  in order for the  Company to  qualify  for and  receive  "partnership"
treatment for Federal, state, local and foreign income tax purposes.

                  (c) The fiscal year of the Company shall be the calendar year.
The books and records of the Company shall be maintained in accordance with GAAP
and  Internal  Revenue  Code  Section  704(b)  and the  regulations  promulgated
thereunder.

         15. Limitation on Liability.

                  The debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise,  shall be solely the debts,  obligations
and liabilities of the Company, and no Member or Manager of the Company shall be
obligated  personally for any such debt,  obligation or liability of the Company
solely by reason of being a Member or Manager.

         16. Additional Members; Changes in LLC Interests.

                  (a) The Board of  Managers  shall  have the right to cause the
Company to issue additional LLC Interests and to admit  Additional  Members upon
the acquisition of such LLC Interests upon such terms and conditions  (including
but not limited to whether such LLC Interests shall be voting or nonvoting),  at
such time or times, and for such capital contributions as shall be determined in
good  faith by the Board of  Managers.  If,  at any time  after the date of this
Agreement,  an  Additional  Member is admitted to the  Company  such  Additional
Member shall,  as a condition to its ownership of an LLC Interest,  become party
to this Agreement by executing a counterpart hereof.

                  (b) If the Company issues an LLC Interest to a Person not then
a Member (an  "Additional  Member"),  or if the LLC  Interest of a then  current
Member is  increased  (in either  case other than to the extent of a Transfer of
all or a portion  of the LLC  Interest  to  another  Member in  accordance  with
Section  9),  then the LLC  Interest  then held by each  other  Member



<PAGE>


shall be decreased by the number of  percentage  points equal to the  percentage
interest  represented by the LLC Interest issued to the Additional Member or the
number of percentage points by which the LLC Interest of the then current Member
is  increased,  as the case may be. Each other  Member's  pro rata share of such
decrease shall be the percentage amount determined by multiplying (x) the number
of  percentage  points equal to such new LLC Interest or such  increase,  as the
case may be, by (y) a fraction  the  numerator  of which is the LLC  Interest of
such  other  Member  immediately  prior to such  issuance  or  increase  and the
denominator  of which is the  aggregate  of the LLC  Interests of all such other
Members at such time. For the purposes of the immediately preceding sentence, in
any case in which a Member's  LLC Interest is  increasing,  such Member shall be
treated  as an other  Member to the extent of his or her LLC  Interest  prior to
such increase.  Any adjustment pursuant to this Section 16(b) shall be made on a
fully diluted  basis,  assuming  that all warrants,  options and other rights to
acquire LLC Interests have been exercised.

         17. Severability.

                  If any provision of this  Agreement  shall be determined to be
illegal or unenforceable by any court of law, the remaining  provisions shall be
severable and enforceable in accordance with their terms.

         18. Notices.

                  All  notices,  requests,  consents  and  other  communications
hereunder  to any party  shall be  deemed to be  sufficient  if  contained  in a
written   instrument   delivered   in   person  or  by   telecopy   or  sent  by
nationally-recognized  overnight  courier or first class registered or certified
mail, return receipt requested,  postage prepaid, addressed to such party at the
address set forth below or at such other  address as may hereafter be designated
in writing by such party to the other parties:

                  (a) if to the Company, to:

                      QFAC, LLC
                      5501 Tabor Road
                      Philadelphia, PA  19107
                      Attn: President and Chief Executive Officer
                      Telephone:  (800) 275-8902
                      Telecopier: (215) 743-8485


                  (b) if to the Members, to their respective addresses set forth
on Schedule I hereto.

                  All such notices, requests,  consents and other communications
shall be deemed to have been  delivered and received (i) in the case of personal
delivery or delivery by telecopy, on the date of such delivery, (ii) in the case
of dispatch by nationally-recognized overnight courier, on the next business day
following such dispatch and (iii) in the case of mailing,  on the fifth business
day after the posting thereof.



<PAGE>


         19. Modification.

                  Except as otherwise  provided  herein,  neither this Agreement
nor any  provisions  hereof can be modified,  changed,  discharged or terminated
except by an instrument in writing signed by a Majority in Interest of Members.

         20. Entire Agreement.

                  This  Agreement  and the  other  writings  referred  to herein
contain  the entire  agreement  among the  parties  hereto  with  respect to the
subject matter hereof and supersede all prior agreements and understandings with
respect thereto.

         21. Counterparts.

                  This Agreement may be executed in any number of  counterparts,
and each such counterpart  hereof shall be deemed to be an original  instrument,
but all such counterparts together shall constitute but one agreement.

         22. Governing Law.

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



<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned has duly executed this Operating
Agreement as of the date first written above.


                                            CFP Holdings, Inc.

                                            By: ________________________________
                                                Name:
                                                Title:



<PAGE>


                              SCHEDULES AND ANNEXES


Schedules

Schedule I  - Schedule of Members

Schedule II - Schedule of Initial Contributions



Annexes

Annex A - By-laws of the Company

Annex B - Certificate of Formation of the Company



<PAGE>


                                                                   SCHEDULE I TO
                                                             OPERATING AGREEMENT
                                                             -------------------


                                     Members
                                     -------

         Name and Address
         ----------------

CFP Holdings, Inc.
1117 West Olympia Boulevard
Montebello, CA  90640


<PAGE>


                                                                  SCHEDULE II TO
                                                             OPERATING AGREEMENT
                                                             -------------------


                              Initial Contributions
                              ---------------------

                               Initial
Members                      LLC Interest                  Initial Contribution
-------                      ------------                  --------------------

CFP Holdings, Inc.              100%                                $100



<PAGE>


                                                                      ANNEX A TO
                                                             OPERATING AGREEMENT
                                                             -------------------


                             By-laws of the Company
                             ----------------------


                                 (See Attached)



<PAGE>


                                                                      ANNEX B TO
                                                             OPERATING AGREEMENT
                                                             -------------------


                            Certificate of Formation
                            ------------------------


                                 (See Attached)