CONSULTING AGREEMENT dated
                                    as of June 30, 1998, between ROBERT D. GIOLA
                                    (the "Consultant") and CFP HOLDINGS, INC., a
                                    Delaware corporation (the "Company").

         The Company and the Consultant  are parties to an Employment  Agreement
(the "Employment Agreement") dated as of December 31, 1996 pursuant to which the
Consultant served as President and Chief Executive  Officer of the Company.  The
Consultant and the Company have agreed that the Consultant shall no longer be an
employee  of the  Company  and instead  the  Consultant  shall  provide  certain
consulting  services on the  Company's  behalf  relating to sales and  marketing
activities  and  strategic  planning  for  companies in the food  industry.  The
Consultant  and the Company  agree that it is in their  respective  interests to
enter into a consulting agreement whereby for the consideration specified herein
the Consultant  shall provide such services as an independent  consultant to the
Company.

         ACCORDINGLY,  in consideration of the mutual covenants  hereinafter set
forth, the Company and the Consultant agree as follows:

     1. Retention of Consultant.

     The  Company  retains  the  Consultant,  and the  Consultant  accepts  such
retention, upon the terms and conditions set forth in this agreement.

     2. Term

     This Agreement shall commence on the date hereof (the "Commencement  Date")
and shall continue until December 31, 2001 (the "Scheduled  Termination  Date"),
unless sooner terminated as provided herein (the "Consulting Period").

     3. Duties of Consultant.

         (a) During the  Consulting  Period,  the  Consultant  shall provide the
Company and its present and future affiliates,  including,  without  limitation,
First Atlantic  Capital,  Ltd.,  with consulting  services  relating to the food
business and other related  matters as may reasonably be requested of him by the
Board of Directors of the Company (the "Board") or its designees.

         (b) During the  Consulting  Period,  the  Consultant  shall devote such
time,  attention  and energies to his duties  hereunder  as shall be  reasonably
necessary  to provide the  service  set forth  herein;  provided,  however,  the
Consultant  shall  not be  obligated  to  devote  in  excess of one third of his
business time to providing consulting services hereunder.

         (c)  During  the  Consulting  Period,  the  Company  shall use its best
efforts to ensure that the Consultant  shall be a member of the Board as well as
the Board of Directors of CFP Group,  Inc.,  Custom Food  Products,  Inc. and QF
Acquisition Corp. In addition, if mutually agreed, the Consultant shall serve as
a member of the Board of  Directors  of County Pure Foods,  Inc.  and such other
boards of directors as shall reasonably be requested. The Consultant shall

<PAGE>
use his best  efforts  to attend the  meetings  held by the Board and such other
boards of directors on which he shall be requested to serve as provided herein.

         (d) The  Consultant  shall perform all such services as an  independent
contractor to the Company.  The Consultant hereby acknowledges that he is not an
employee,  agent or  representative  of the  Company  and,  accordingly,  has no
authority to act for or to bind the Company  without its express  prior  written
consent.

         (e) Nothing  contained in this Agreement  shall obligate the Consultant
to relocate to a location other than the  metropolitan  Buffalo,  New York area.
The parties  acknowledge that the discharge of the Consultant's duties hereunder
will require the  Consultant  to travel as necessary  to the  facilities  of the
Company and its  affiliates  and that a  substantial  portion of his duties will
require the  Consultant  to be present at the  facilities of the Company and its
affiliates.  The  Consultant may from time to time also be required to travel to
other  locations to carry out the business of the Company and perform his duties
hereunder.  The Consultant  shall be provided,  at the expense of the Company or
one of its  affiliates,  with an office at the facilities of the Company located
at 5501 Tabor Road, Philadelphia,  Pennsylvania. Subject to the foregoing and to
the extent  consistent with the proper  discharge of his duties  hereunder,  the
Consultant may perform his duties from Buffalo, New York and the Company (or any
of its affiliates)  shall provide the Consultant with an office in Buffalo,  New
York (not to exceed a cost per month of $750).

     4. Compensation: Reimbursement

         (a)  The  Company  (or at  the  Company's  option,  any  subsidiary  or
affiliate thereof) shall pay to the Consultant,  during the Consulting Period, a
consulting fee (the ("Consulting Fee") as follows:

                  (i) Until March 31, 1999, the Consultant  shall be entitled to
         receive a monthly  consulting fee of $27,625 and shall also receive any
         annual  cash bonus to which the  Consultant  would  have been  entitled
         pursuant to Section 5(c) of the Employment  Agreement in respect of the
         fiscal year  ending  March 31,  1999 had there been no  termination  of
         employment.

                  (ii) Thereafter, the Consultant shall be entitled to receive a
         monthly  consulting fee of $10,417,  payable in arrears on the last day
         of each month, and to no other fee or bonus.

         (b) During the Consulting  Period,  upon presentation by the Consultant
to the  Company  of  appropriate  vouchers,  the  Company  shall  reimburse  the
Consultant, in accordance with the Company's policies from time to time, for all
reasonable and necessary expenses and other direct  out-of-pocket  disbursements
incurred by the Consultant for or on behalf of the Company in the performance of
his duties hereunder.

         (c) During  the  Consulting  Period,  the  Company  shall  provide  the
Consultant  with  group  health,   hospitalization   and  disability   insurance
(collectively,  the "Medical  Benefits")  consistent  with such benefits as were
provided to the Consultant  immediately  prior to execution and delivery of this
Agreement.

                                       2
<PAGE>
         (d) During the  Consulting  Period,  the Company shall  reimburse  (the
"Premium  Reimbursement")  the  Consultant for premiums (not to exceed $2,500 in
any  year)  on a  current  supplemental  life  insurance  policy  through  Cigna
Insurance  Company  for a  maximum  amount  of  Five  Hundred  Thousand  Dollars
($500,000).

     5. Involuntary Termination.

         (a) If  the  Consultant  is  incapacitated  or  disabled  by  accident,
sickness or otherwise so as to render him  mentally or  physically  incapable of
performing  the services  required to be  performed by him under this  Agreement
(such condition being herein referred to as a "Disability")  for a period of 180
consecutive days or longer,  or for an aggregate of 210 days during any 12-month
period,  the Company  may, at that time or any time  thereafter,  at its option,
terminate the retention of the Consultant under this Agreement  immediately upon
giving him notice to that effect  (such  termination,  as well as a  termination
under Section 5(b),  being herein referred to as an "Involuntary  Termination").
Until  the  Consultant's  retention  hereunder  shall  have been  terminated  in
accordance with the foregoing,  the Consultant  shall be entitled to receive his
Consulting Fee notwithstanding any such Disability.

         (b) If the Consultant dies during the Consulting  Period, his retention
hereunder shall be deemed to cease as of the date of his death.

     6. Termination For Cause.

         (a) The Company may terminate the retention of the Consultant hereunder
at  any  time  for  Cause  (such  termination  being  herein  referred  to  as a
"Termination For Cause") immediately upon giving him notice to that effect.

         (b) As used in this  Agreement,  the term "Cause" shall mean any of the
following:  (i) any  deliberate  or  intentional  act or omission  undertaken or
omitted by the Consultant causing damage to the Company or any of its affiliates
or any of their  respective  properties,  assets or  business;  (ii) any  fraud,
misappropriation or embezzlement by the Consultant involving properties,  assets
or  funds  of  the  Company  or any of its  affiliates  or a  conviction  of the
Consultant,  or pleading  nolo  contendere  by the  Consultant,  to any crime or
offense  involving  monies  or  other  property  of  the  Company  or any of its
affiliates or any other felony  offense for any crime of gross moral  turpitude;
(iii) the violation by the  Consultant of Section 13, 14 or 15 of the Employment
Agreement,  Sections 10 or 11 of this  Agreement or the  provisions of any other
employment,  consulting,  non-competition or confidentiality  agreement with the
Company or any of its affiliates;  (iv) the Consultant's  material breach of any
agreement to which he is a party with the Company or any of its affiliates;  (v)
any  usurpation by the  Consultant of a corporate  opportunity of the Company or
any of its affiliates;  (vi) the Consultant's  failure or refusal to perform any
of his material duties,  responsibilities  or obligations as a consultant to the
Company; provided,  however, that any action or omission by the Consultant taken
in good faith and in the  reasonable  belief that such action or omission was in
the best interests of the Company shall not constitute "Cause".

                                       3
<PAGE>
     7. Termination Without Cause.

     The Company may terminate the retention of the Consultant  hereunder at any
time without Cause (such  termination being herein referred to as a "Termination
Without  Cause") by giving the Consultant  written  notice of such  termination,
which notice shall be effective on the date specified in such notice.

     8. Voluntary Termination.

     The  Consultant  may terminate  his  retention  hereunder at any time (such
termination  being hereunder  referred to as "Voluntary  Termination") by giving
the Company notice of such  termination,  such termination to take effect on the
date specified in such notice.

     8A. Renewal of Agreement.

         On the third anniversary of the Commencement  Date, the Company and the
Consultant  shall  enter into good faith  negotiations  for the  renewal of this
Agreement  following the Scheduled  Termination Date. If the parties are unable,
within 90 days after commencement of such negotiations, to agree to a renewal of
this Agreement on mutually  acceptable  terms,  the Consultant shall continue to
perform the services  required  hereunder until the Scheduled  Termination Date,
whereupon  a  Termination  for  Nonrenewal  shall be  deemed  to have  occurred;
provided,  however,  that a "Termination for Nonrenewal"  shall not be deemed to
have occured in the event the  Consultant  and the Company do in fact renew this
Agreement prior to the Scheduled Termination Date.

     9. Effect of Termination.

         (a) Upon the termination of the Consultant's retention hereunder due to
an  Involuntary   Termination   occuring  after  March  31,  1999,  a  Voluntary
Termination  or  a  Termination  For  Cause,  neither  the  Consultant  nor  his
beneficiaries  or estate  shall have any  further  rights or claims  against the
Company except to receive (i) the unpaid portion, if any, of the Consulting Fee,
computed on a pro rata basis to the date of termination, (ii) any unpaid accrued
Medical Benefits and Premium  Reimbursements  and (iii)  reimbursements  for any
expenses for which the Consultant shall not have been reimburesed as provided in
Section 4(b).

         (b) Upon the termination of the Consultant's retention hereunder due to
an Involuntary  Termination  occuring on or prior to March 31, 1999, neither the
Consultant  nor his  beneficiaries  or estate  shall have any further  rights or
claims against the Company except (i) to receive  payments  described in Section
9(a)  above,  (ii) to continue to receive  $27,625 per month  through  March 31,
1999,  plus a payment (to be made on March 31, 1999) of $50,000 and (iii) in the
case of an Involuntary  Termination  due to  Disability,  to continue to receive
Medical Benefits and Premium  Reimbursements  through March 31, 1999;  provided,
however,  that any such rights under clauses (ii) and (iii) of this Section 9(b)
shall  be  reduced,  to  the  extent  the  Consultant  shall  obtain  employment
(including  retention  as a  consultant)  during the period  such  payments  are
required to be made, by the amount of the compensation and benefits  received by
the  Consultant in connection  with such  employment or consulting  arrangement;
provided  further,  however,  that such rights under clause (ii) of this Section
9(b) shall only be subject to  reduction  in the event (and to the extent)  such
other employment (or consulting) arrangement requires the

                                       4
<PAGE>

Consultant  to devote in excess of two thirds of his  business time to providing
services in connection therewith.

         (c) Upon the  termination of the  Consultant's  retention  hereunder by
reason  of  a  Termination  Without  Cause,   neither  the  Consultant  nor  his
beneficiaries  or estate  shall have any  further  rights or claims  against the
Company except (i) to receive the payments described in Section 9(a) above, (ii)
to continue to receive  Medical  Benefits  and  Premium  Reimbursements  through
December 31, 2001 and (iii) (A) if such  Termination  Without Cause occurs on or
before March 31, 1999,  to continue to receive  $27,625 per month  through March
31,  1999,  plus a  payment  (to be made on  March  31,  1999)  of  $50,000  and
thereafter,  to receive  $10,417 per month  through  December 31, 2001 or (B) if
such  Termination  Without Cause occurs after March 31, 1999, to receive $10,417
per month through  December 31, 2001;  provided,  however,  that any such rights
under  clauses  (ii) and (iii) of this  Section  9(c) shall be  reduced,  to the
extent  the  Consultant  shall  obtain  employment  (including  retention  as  a
consultant)  during the period such  payments  are  required to be made,  by the
amount of the compensation and benefits received by the Consultant in connection
with such employment or consulting arrangement;  provided further, however, that
such rights  under  clause  (iii) of this  Section 9(c) shall only be subject to
reduction in the event (and to the extent) such other employment (or consulting)
arrangement  requires  the  Consultant  to devote in excess of two thirds of his
business time to providing services in connection therewith.

         (d) Upon the termination of the Consultant's retention hereunder due to
a Termination  for  Nonrenewal,  neither the Consultant  nor his  beneficiary or
estate  shall have any further  rights or claims  against the Company  under his
Agreement  except (i) to receive the  amounts  set forth in Section  9(a) above;
(ii) to  continue to receive  $10,417 per month for a period of 18 months  after
the  Scheduled  Termination  Date;  and (iii) to  continue  to  receive  Medical
Benefits  and  Premium  Reimbursements  for a  period  of 18  months  after  the
Scheduled  Termination  Date;  provided,  however,  that any such  rights  under
clauses (ii) and (iii) of this Section 9(d) shall be reduced,  to the extent the
Consultant shall obtain employment  (including retention as a consultant) during
the  period  such  payments  are  required  to be  made,  by the  amount  of the
compensation and benefits received by the Consultant in connection with such new
employment or consulting  arrangements;  provided  further,  however,  that such
rights under clause (ii) of this Section 9(d) shall only by subject to reduction
in  the  event  (and  to the  extent)  such  other  employment  (or  consulting)
arrangement  requires  the  Consultant  to devote in excess of two thirds of his
business time to providing services in connection therewith.

     10. Disclosure of Information.

     The  Consultant  agrees that he will not, at any time during the Consulting
Period  or  thereafter,  disclose  to any  person,  firm,  corporation  or other
business  entity,  except  as  required  by  law,  any  non-public   information
concerning the business,  clients or affairs of the Company or any subsidiary or
affiliate  thereof  (or any other  entity for whom or with  respect to which the
Consultant  provides  consulting  services  hereunder) for any reason or purpose
whatsoever  nor  shall  the  Consultant  make  use  of any  of  such  non-public
information  for his  own  purpose  of for  the  benefit  of any  person,  firm,
corporation  or other  business  entity except the Company or any  subsidiary or
affiliate  thereof  (or such  other  entity  for whom  the  Consultant  provides
consulting services hereunder, as the case may be).

                                       5
<PAGE>
     11. No-Competition.

         (a) The Consultant hereby acknowledges and recognizes that he has been,
and during the  Consulting  Period he will  continue to be, privy to  non-public
information  critical to the Company's and its affiliates'  business and further
acknowledges  and recognizes that the Company would find it extremely  difficult
to replace the  services he is required to provide  hereunder.  Accordingly,  in
consideration  of the premises  contained  herein and the  consideration  he has
received and to be received by the Consultant  hereunder,  during the Consulting
Period and the Stipulated Period (as hereinafter defined),  the Consultant shall
not (i) directly or indirectly  engage in, represent in any way, or be connected
with, any Competing Business (as hereinafter  defined),  whether such engagement
shall be as an officer,  director, owner, employee,  partner, affiliate or other
participant  in any  Competing  Business,  (ii) assist others in engaging in any
Competing Business,  (iii) induce any entity or person with which the Company or
an  affiliate  thereof (or any other  entity or  affiliate  thereof for whom the
Consultant provides  consulting services hereunder) has a business  relationship
to  terminate  or alter  such  business  relationship;  provided,  however,  the
foregoing  shall not prevent the Consultant  from owning the securities of or an
interest in any  business,  provided  such  ownership of  securities or interest
represents less than five percent (5%) of any class or type of securities of, or
interest  in, such  business  or (iv) induce any  employee of the Company or any
affiliate  thereof  (or any  other  entity  or  affiliate  thereof  for whom the
Consultant  provides  consulting  services  hereunder)  to terminate  his or her
employment  with the Company or any such affiliate  thereof (or any other entity
or  affiliate  thereof  for whom the  Consultant  provides  consulting  services
hereunder) or engage in any Competing Business.

         (b) The  Consultant  understands  that the foregoing  restrictions  may
limit his ability to earn a livelihood in a business  similar to the business of
the Company or an affiliate  thereof (or any other  entity or affiliate  thereof
for  whom  the  Consultant  provides  consulting  services  hereunder),  but  he
nevertheless  believes  that he has received and will receive as a consultant to
the Company and its affiliates  sufficient  consideration and other benefits, as
provided hereunder,  and otherwise,  to justify clearly such restrictions which,
in any event (given his education,  skills and ability), the Consultant does not
believe would prevent him from earning a living.

         (c) As used  herein,  the  term  "Competing  Business"  shall  mean any
business  in North  America  if such  business  or the  products  sold by it are
competitive, directly or indirectly, with (i) the business of the Company or any
of its  affiliates  or any other  entity  for whom or with  respect to which the
Consultant  provides  consulting  services  hereunder,  (ii) any of the products
manufactured, sold or distributed by the Company or any of its affiliates or any
other  entity  for  whom  or with  respect  to  which  the  Consultant  provides
consulting  services hereunder or (iii) any products or business being developed
by the  Company or any of its  affiliates  or any other  entity for whom or with
respect to which the Consultant provides consulting services hereunder.  As used
herein, the term "Stipulated Period" shall mean the period commencing on the day
immediately  following the date on which the  Consulting  Period  terminates and
ending upon the later of (A) the date on which the Consultant (and his Group, as
defined in the Stockholders'  Agreement,  as hereinafter defined) no longer owns
any  securities  (including  options  therefor)  of  the  Company  or any of its
affiliates and (B) expiration of 18 months following such termination date.

                                       6
<PAGE>
     12. Notices.

     All  notices,  requests  and other  communications  required  or  permitted
hereunder  will be in writing and will be deemed  given  either  when  delivered
personally  or one  day  after  being  sent by  nationally-recognized  overnight
courier, when confirmed by telecopy or five days after being mailed by certified
or registered U.S. mail, return receipt requested, postage prepaid, addressed as
follows:

                  If to the Consultant to:

                         Robert D. Gioia
                         369 Franklin St.
                         Buffalo, NY  14209

                  with a copy to:

                         Saperston & Day, P.C.
                         110 M&T Center
                         Three Fountain Plaza
                         Buffalo, NY  14203-1486
                         Attention: Gary L. Mucci, Esq.
                         Telecopier:  (716) 856-0139

                  If to the Company, to:

                         CFP Holdings, Inc.
                         1117 West Olympic Boulevard
                         Montebello, California  90640
                         Attention: President
                         Telecopier: (213) 727-0412

                  with a copy to:

                         First Atlantic Capital, Ltd.
                         135 East 57th Street
                         New York, New York  10022
                         Attention: James A. Long
                         Telecopier:  (212) 750-0954

                         O'Sullivan Graev and Karabell, LLP
                         30 Rockerfeller Plaza
                         41st Floor
                         New York, New York  10112
                         Attention: Lawrence G. Graev, Esq.
                         Telecopier:  (212) 408-2420


                                       7
<PAGE>

;  provided  that a party by giving  notice to the other  party may  change  the
address for notice set forth above.

     13. Binding Agreement; Benefit.

     This  Agreement  shall bind and inure to the  benefit of any heirs or legal
representatives  of the  Consultant and any assigns of the Company or successors
of the Company by way or reorganization, transfer of all or substantially all of
its assets,  merger,  consolidation or otherwise;  but because this Agreement is
personal  in  nature  the  Consultant  may  not  assign  it (or  any  rights  or
obligations under it) without the Company's prior written consent.

     14. Government Law.

     This  Agreement  shall be  governed  by,  and  construed  and  enforced  in
accordance  with,  the laws of the State of New York  (without  giving effect to
principles of conflicts of laws).

     15. Headings.

     Section  headings are used for convenience  only and shall in no way affect
the construction of this Agreement.

     16. Entire Agreement: Amendments.

     This  Agreement  contains  the entire  understanding  of the  parties  with
respect  to  its  subject  matter  and   supersedes  all  prior   agreements  or
understandings between the parties with respect thereto; provided, however, that
Section 13, 14, 15 and 16 of the  Employment  Agreement  shall not be superseded
and shall continue to be applicable to the parties hereto and provided  further,
however,  that for  purposes of Section 16 ("Right to Sell  Securities")  of the
Employment  Agreement,  a "Trigger  Effect"  shall be deemed to be defined as a
"Termination  Without Cause",  "Involuntary  Termination"  or  "Termination  for
Nonrenewal," in each case as defined in this  Agreement.  Neither this Agreement
nor  any  part  of it may in any  way be  altered,  amended,  extended,  waived,
discharged or terminated except by a written agreement signed by each of them.

     17. Remedies.

     The Consultant  acknowledges  and  understands  that the provisions of this
Agreement  are of a  special  and  unique  nature,  the loss of which  cannot be
adequately  compensated  for in damages by an action at law, and that the breach
or threatened breach of the provisions of this Agreement would cause the Company
irreparable  harm.  In  the  event  of a  breach  of  threatened  breach  by the
Consultant of the provisions of this Agreement, the Company shall be entitled to
an  injunction  restraining  him from such  breach.  Nothing  contained  in this
Agreement  shall be  construed as  prohibiting  the Company from or limiting the
Company in pursuing any other  remedies  available  for any breach or threatened
breach of this Agreement.

                                       8

<PAGE>

     18. Release.

     In consideration of the premises  contained  herein,  the Consultant hereby
releases the Comany and each of its affiliates  from any claim arising under the
Employment Agreement, except as expressly contemplated by Section 16 hereof.

     19. Repurchase Rights under Stockholders' Agreement.

         For  purposes  of the  provisions  of Section  6 of  the  Stockholders'
Agreement (the  "Stockholders'  Agreement")  dated as of December 31, 1996 among
CFP Group,  Inc. ("CFP Group") and the Stockholders  named therein,  the parties
hereby  agree that no  Termination  of  Relationship  (within the meaning of the
Stockholders'  Agreement)  shall be deemed to have occurred until the Consulting
Period shall have terminated pursuant to this Agreement, whereupon CFP Group (or
its  designee)  shall be entitled to exercise  the  repurchase  rights  provided
pursuant to said Section 6.

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Consulting
Agreement as of the date first above written.

                                        CFP HOLDINGS, INC.


                                        By: /s/ James A. Long
                                           ------------------------
                                            James A. Long
                                            Chairman


                                            /s/ Robert D. Gioia
                                           ------------------------
                                            Robert D. Gioia

                                       9