CFP GROUP, INC.

                             1998 STOCK OPTION PLAN


1. PURPOSE OF THE PLAN

         The purpose of the CFP GROUP,  INC. 1998 STOCK OPTION PLAN (the "Plan")
is (i) to  further  the  growth  and  success  of CFP  GROUP,  INC.,  a Delaware
corporation  (the "Company"),  and its Subsidiaries (as hereinafter  defined) by
enabling directors and employees of, and independent consultants to, the Company
and any of its  Subsidiaries  to acquire shares of the Class B Nonvoting  Common
Stock, $.01 par value (the "Common Stock"),  of the Company,  thereby increasing
their personal interest in such growth and success,  and (ii) to provide a means
of rewarding  outstanding  performance by such persons to the Company and/or its
Subsidiaries.  Options  granted  under the Plan may be either  "incentive  stock
options"  ("ISOs"),  intended to qualify as such under the provisions of Section
422  of the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"),  or
non-qualified  stock  options  ("NSOs").  For  purposes of this Plan,  the terms
"Parent"  and   "Subsidiary"   mean   "Parent   Corporation"   and   "Subsidiary
Corporation," respectively, as such terms are defined in Sections 424(e) and (f)
of the Code. Unless the context otherwise requires, any ISO or NSO and each Time
Vesting  Option  and  Performance   Option  shall  hereinafter  be  referred  to
individually as an "Option" and collectively, as the "Options".

2.  ADMINISTRATION OF THE PLAN

         (a) Stock Option Committee

         The Plan shall be administered by the Board of Directors of the Company
(the "Board") or a Stock Option Committee (the "Committee") consisting of two or
more Non-  Employee  Directors  (as such term is defined  in Rule  16b-3  ("Rule
16b-3")  promulgated by the Securities and Exchange Commission (the "SEC") under
the  Securities  Exchange Act of 1934, as amended (the "1934 Act")  appointed to
such Committee from time to time by the Board.  The members of the Committee may
be removed by the Board at any time either with or without cause. Any vacancy on

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the Committee,  whether due to action of the Board or any other cause,  shall be
filled by the Board.  The term  "Committee"  shall, for all purposes of the Plan
other  than  this  Section  2, be  deemed  to refer to the Board if the Board is
administering the Plan.

         (b) Procedures

         If the Plan is administered  by a Committee,  the Board shall from time
to time select a Chairman from among the members of the Committee. The Committee
shall adopt such rules and regulations as it shall deem  appropriate  concerning
the holding of meetings  and the  administration  of the Plan. A majority of the
entire  Committee shall constitute a quorum and the actions of a majority of the
members of the Committee  present at a meeting at which a quorum is present,  or
actions approved in writing by all of the members of the Committee, shall be the
actions of the Committee.

         (c) Interpretation

         Except as otherwise expressly provided in the Plan, the Committee shall
have all powers  with  respect  to the  administration  of the Plan,  including,
without limitation,  full power and authority to interpret the provisions of the
Plan and any Option  Agreement (as defined in Section 5(b)),  and to resolve all
questions  arising under the Plan.  All decisions of the Board or the Committee,
as the case may be, shall be conclusive and binding on all  participants  in the
Plan.

3.  SHARES OF STOCK SUBJECT TO THE PLAN

         (a) Number of Shares

         Subject to the  provisions of Section 9 (relating to  adjustments  upon
changes in capital  structure and other corporate  transactions),  the number of
shares of Common  Stock  subject  at any one time to Options  granted  under the
Plan, plus the number of shares of Common Stock theretofore issued and delivered
pursuant to the  exercise of Options  granted  under the Plan,  shall not exceed
5,375 shares (the  "Aggregate  Plan  Shares").  The Aggregate Plan Shares may be
apportioned  among two types of  Options  and those  which may be granted at any
time and which  shall  vest  based  solely  upon the  passage of time (the "Time
Vesting  Options")  and those  which may be  granted  at any time and 

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which vest based upon the Company's  achievement of certain financial objectives
(the "Performance Options"). The Options shall also be subject to the following:

         (i) the number of shares of Common Stock subject at any one time to the
Time  Vesting  Options  plus the  number of shares of Common  Stock  theretofore
issued and delivered  pursuant to the exercise of the Time Vesting Options shall
not exceed 770 shares; and

         (ii) the  number of shares of Common  Stock  subject at any one time to
the  Performance  Options plus the number of shares of Common Stock  theretofore
issued and delivered pursuant to the exercise of the Performance Options granted
hereunder shall not exceed 4,605 shares.

If and to the extent that Options  granted under the Plan  terminate,  expire or
are canceled without having been fully  exercised,  new Options may, at the sole
discretion  of the  Committee,  be  granted  under the Plan with  respect to the
shares of Common Stock covered by the  unexercised  portion of such  terminated,
expired or canceled Options.

         (b) Character of Shares

         The shares of Common Stock  issuable upon exercise of an Option granted
under the Plan shall be (i) authorized but unissued shares of Common Stock, (ii)
shares of Common Stock held in the Company's  treasury or (iii) a combination of
the foregoing.

         (c) Reservation of Shares

         The number of shares of Common Stock  reserved  for issuance  under the
Plan  shall at no time be less than the  maximum  number of shares  which may be
purchased at any time pursuant to outstanding Options.

4.  ELIGIBILITY

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         (a) General

         Options  may be  granted  under  the Plan only to (i)  persons  who are
employees  of,  or  independent  consultants  to,  the  Company  or  any  of its
Subsidiaries  and (ii)  persons who are  directors  of the Company or any of its
Subsidiaries.

         Options granted to employees of the Company or any of its  Subsidiaries
shall be, in the discretion of the  Committee,  either ISOs or NSOs, and Options
granted to independent  consultants to or directors of the Company or any of its
Subsidiaries  who are not  employees  of the Company or any of its  Subsidiaries
shall be NSOs.  Notwithstanding  the  foregoing,  Options  may be  conditionally
granted to persons who are prospective employees or directors of, or independent
consultants to, the Company or any of its Subsidiaries;  provided, however, that
any such  conditional  grant of an ISO to a prospective  employee  shall, by its
terms,  become  effective no earlier than the date on which such person actually
becomes an employee.

         (b) Exceptions

         Notwithstanding anything contained in Section 4(a) to the contrary:

         (i) no ISO may be  granted  under  the Plan to an  employee  who  owns,
directly or indirectly  (within the meaning of Sections  422(b)(6) and 424(d) of
the Code),  stock possessing more than 10% of the total combined voting power of
all  classes of stock of the  Company or of its  Parent,  if any,  or any of its
Subsidiaries,  unless (A) the Option  Price (as defined in Section  6(a)) of the
shares of Common Stock subject to such ISO is fixed at not less than 110% of the
Fair Market Value on the date of grant (as determined in accordance with Section
6(b)) of such shares and (B) such ISO by its terms is not exercisable  after the
expiration of five years from the date it is granted; and

         (ii) no Option may be  granted  to a person (A) who has been  appointed
pursuant to Section 2(a) to serve on the Committee effective as of a future date
at any time during the period from the date such appointment is made to the date
such appointment is to become effective or (B) who is serving as a member of the
Committee.

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5.  GRANT OF OPTIONS

         (a) General

         Options may be granted under the Plan at any time and from time to time
on or prior to the  tenth  anniversary  of the  Effective  Date (as  defined  in
Section 11).  Subject to the  provisions of the Plan,  the Committee  shall have
plenary authority, in its discretion, to determine:

         (i) the persons  (from  among the class of persons  eligible to receive
Options under the Plan) to whom Options shall be granted (the "Optionees");

         (ii) the time or times at which Options shall be granted;

         (iii) the number of shares subject to each Option;

         (iv) the Option  Price of the  shares  subject  to each  Option,  which
price,  in the case of ISOs,  shall be not less than the  minimum  specified  in
Section 4(b)(i) or Section 6(a) (as applicable); and

         (v) the time or times when each Option shall become exercisable and the
duration of the exercise period.

         (b) Option Agreements

         Each Option  granted under the Plan shall be designated as an ISO or an
NSO and shall be subject to the terms and  conditions  applicable to ISOs and/or
NSOs (as the case may be) set forth in the  Plan;  provided,  however,  that any
Option deemed by the Committee to be an ISO that for any reason does not qualify
as an incentive  stock option under Section 422 of the Code shall be treated for
all  purposes  under  the Plan as an NSO.  In  addition,  each  Option  shall be
evidenced by a written agreement (an "Option Agreement"),  containing such terms
and conditions not  inconsistent  with the Plan, as the Committee  shall, in its
discretion  provide.  Each Option Agreement shall be executed by the Company and
the Optionee.

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         (c) No Evidence of Employment or Service

         Nothing  contained in the Plan or in any Option  Agreement shall confer
upon any  Optionee  any right  with  respect to the  continuation  of his or her
employment  by or  service  with  the  Company  or any of  its  Subsidiaries  or
interfere  in any way  with  the  right of the  Company  or any such  Subsidiary
(subject to the terms of any separate  agreement to the contrary) at any time to
terminate such employment or service or to increase or decrease the compensation
of the  Optionee  from the  rate in  existence  at the  time of the  grant of an
Option.

         (d) Date of Grant

         The date of grant of an Option  under this Plan shall be the date as of
which the Committee approves the grant;  provided,  however, that in the case of
an ISO, the date of grant shall in no event be earlier than the date as of which
the Optionee becomes an employee of the Company or one of its Subsidiaries.

6.  OPTION PRICE

         (a) General

         Subject  to Section  9, the price  (the  "Option  Price") at which each
share of  Common  Stock  subject  to an  Option  granted  under  the Plan may be
purchased  shall be  determined  by the  Committee  at the time  the  Option  is
granted; provided,  however, that in the case of an ISO, such Option Price shall
in no event be less than 100% of the Fair Market  Value on the date of grant (as
determined in accordance  with Section 6(b)) of such share of Common Stock;  and
provided  further,  however,  that (x) in the case of an NSO granted at any time
after the initial public  offering of the Common Stock,  such Option Price shall
in no event be less than 100% of the Fair Market  Value on the date of grant (as
determined  in accordance  with Section  6(b)) of such Common Stock,  (y) in the
case of any Performance Option, such Option Price shall in no event be less than
the Fair Market Value on the date of grant (as  determined  in  accordance  with
Section  6(b)) or $289.02,  whichever is greater and (z) in the case of any Time
Vesting Option, such Option Price shall in no event be less than the Fair Market
Value on the date of grant (as  determined in  accordance  with Section 6(b)) or
$289.02 whichever is greater.

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         (b) Determination of Fair Market Value

         Subject to the requirements of Section 422 of the Code, for purposes of
the Plan, the "Fair Market Value" of shares of Common Stock shall be equal to:

         (i) if such  shares are  publicly  traded,  (x) the closing  price,  if
applicable, or the average of the last bid and asked prices on the date of grant
or, if lower,  the average of the daily closing prices (or the means between the
last bid and  asked  prices  for days on which no sales  took  place)  of the 30
business days immediately  preceding the date of grant, in the  over-the-counter
market as  reported  by NASDAQ or (y) if the  Common  Stock is then  traded on a
national securities exchange, the average of the high and low prices on the date
of grant or, if lower,  the  average of the daily  closing  prices (or the means
between the last bid and asked  prices for days on which no sales took place) of
the 30 business days  immediately  preceding the date of grant, on the principal
national securities exchange on which it is so traded; or

         (ii) if there is no public  trading  market for such  shares,  the fair
value of such shares on the date of grant as determined by the Committee without
regard in respect to any such determination for any discount,  including without
limitation, for the fact that such share is nonvoting common stock, is held by a
minority stockholder,  that there is no public market for the stock, or if there
were a public market for such stock, such stock would be "restricted" as defined
under Rule 144 promulgated  under the Securities Act of 1933,  after taking into
consideration  all other factors which it deems  appropriate,  including without
limitation,  recent  sale and  offer  prices  of the  Common  Stock  in  private
transactions negotiated at arms' length.

         Notwithstanding  anything  contained in the Plan to the  contrary,  all
determinations  pursuant to Section 6(b)(ii) shall be made without regard to any
restriction other than a restriction which, by its terms, will never lapse.

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         (c) Repricing of NSOs

         Subsequent to the date of grant of any NSO, the  Committee  may, at its
discretion  and with the consent of the  Optionee,  establish a new Option Price
for such NSO so as to increase or decrease the Option Price of such NSO.

7.  VESTING AND EXERCISABILITY OF OPTIONS

         (a) Committee Determination

         Each Option granted under the Plan shall be exercisable at such time or
times,  or upon the  occurrence of such event or events,  and for such number of
shares  subject to the Option,  as shall be  determined by the Committee and set
forth in the Option Agreement evidencing such Option; provided, however, that if
the Company files a registration  statement under the Securities Act of 1933, as
amended  (the  "Securities  Act"),  for  the  initial  public  offering  of  its
securities,  no Option  granted under the Plan shall be  exercisable  during the
270-day period  immediately  following the effective  date of such  registration
statement.  Subject to the proviso of the immediately  preceding sentence, if an
Option is not at the time of grant  immediately  exercisable,  the Committee may
(i) in the Option Agreement evidencing such Option, provide for the acceleration
of the  exercise  date or dates of the  subject  Option upon the  occurrence  of
specified events and/or (ii) at any time prior to the complete termination of an
Option, accelerate the exercise date or dates of such Option.

         (b) Automatic Termination of Option

         The  unexercised  portion  of any Option  granted  under the Plan shall
automatically  terminate  and shall  become  null and void and be of no  further
force or effect upon the first to occur of the following:

         (i) the tenth  anniversary  of the date on which such Option is granted
or, in the case of any ISO granted to a person  described in Section  4(b),  the
fifth anniversary of the date on which such ISO is granted;

         (ii) the  expiration  of three  months from the date that the  Optionee
ceases to be an employee  or  director  of, or  

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independent consultant to, the Company or any of its Subsidiaries (other than as
a result of an Involuntary  Termination (as defined in clause (iii) below)) or a
Termination  For Cause (as defined in clause (iv)  below));  provided,  however,
that if the  Optionee  shall die during  such  three-month  period,  the time of
termination of the unexercised portion of such Option shall be the expiration of
12 months from the date that such Optionee  ceased to be an employee or director
of, or independent consultant to, the Company or any of its Subsidiaries;

         (iii) the  expiration  of six  months  from the date that the  Optionee
ceases to be an employee  or  director  of, or  independent  consultant  to, the
Company  or  any  of its  Subsidiaries,  if  such  termination  is  due to  such
Optionee's  death or  permanent  and total  disability  (within  the  meaning of
Section 22(e)(3) of the Code) (an "Involuntary Termination");

         (iv)  immediately if the Optionee  ceases to be an employee or director
of, or  independent  consultant to, the Company or any of its  Subsidiaries,  if
such  termination is for Cause or is otherwise  attributable  to a breach by the
Optionee  of an  employment,  consulting  or other  similar  agreement  with the
Company or any such Subsidiary (a "Termination For Cause");

         (v) the  expiration  of such period of time or the  occurrence  of such
event as the Committee, in its discretion, may provide in the Option Agreement;

         (vi) on the effective  date of a Corporate  Transaction  (as defined in
Section  9(b)(i))  to  which  Section  9(b)(ii)  (relating  to  assumptions  and
substitutions  of Options)  does not apply;  provided,  however,  subject to the
discretion of the  Committee,  that an  Optionee's  right to exercise any Option
outstanding prior to such effective date shall in all events be suspended during
the period  commencing  10 days  prior to the  proposed  effective  date of such
Corporate  Transaction  and ending on either the actual  effective  date of such
Corporate  Transaction  or upon  receipt of notice  from the  Company  that such
Corporate Transaction will not in fact occur; and

         (vii) except to the extent permitted by Section  9(b)(ii),  the date on
which an Option or any part  thereof or right or privilege  relating  thereto is
transferred  (otherwise  than by will or the laws of descent and  distribution),
assigned,  

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pledged, hypothecated, attached or otherwise disposed of by the Optionee.

         The  Board  shall  have  the  power to  determine  what  constitutes  a
Termination  For Cause for  purposes  of the Plan,  and the date upon which such
Termination For Cause shall occur.  All such  determinations  shall be final and
conclusive and binding upon the Optionee.

         Anything contained in the Plan to the contrary notwithstanding,  unless
otherwise  provided in an Option  Agreement,  no Option  granted  under the Plan
shall be affected by any change of duties or position of the Optionee (including
a transfer to or from the Company or one of its  Subsidiaries),  so long as such
Optionee  continues to be an employee or director of, or independent  consultant
to, the Company or one of its Subsidiaries.

         (c) Limitations on Exercise

         Anything contained in the Plan to the contrary notwithstanding,  an ISO
granted  under the Plan to an  Optionee  shall not be  considered  an ISO to the
extent that the aggregate Fair Market Value on the date of grant of such ISO (as
determined in  accordance  with Section 6(b)) of all stock with respect to which
incentive  stock  options are  exercisable  for the first time by such  Optionee
during any calendar  year (under all plans of the Company and its  subsidiaries)
exceeds $100,000, and such portion shall be deemed to be an NSO.

         (d) Vesting of Performance Options

         Each  Performance  Option,  subject  to the  provisions  of the  Option
Agreement covering such Performance Option, shall vest as follows:

         (i) On  each  Vesting  Date a  portion  of the  Options  granted  to an
Optionee,  which  amount  shall be equal to the  Annual  Vesting  Amount for the
preceding  Fiscal  Year,  shall  immediately  become  vested and  available  for
exercise.

         (ii)  In  addition  to any  Options  which  may  vest  pursuant  to the
provisions  of  clause  (i) of this  subsection  (d),  if, on any  Vesting  Date
occurring in 2000, 2001, 2002, and 2003,

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the Actual EBITDA  exceeds  Annual Target EBITDA for the preceding  Fiscal Year,
then an additional  portion of the Options granted to an Optionee,  which amount
shall be equal to the Cumulative  Vesting  Amount for the preceding  Fiscal Year
less all Options  vested up to such Vesting Date  (including  the Annual Vesting
Amount for such  preceding  Fiscal Year),  shall  immediately  become vested and
available for exercise.

         (iii)  Notwithstanding  anything  contained  in the Plan or such Option
Agreement to the contrary,  subject to Section 9 of such Option Agreement,  once
the Option has become  exercisable under clauses (i) and (ii) above with respect
to any  number  of Option  Shares,  such  number  shall  not be  reduced  on any
subsequent Vesting Date.

         (iv) In the event the Company makes any major capital  expenditures not
contemplated by the  projections  upon which Annual Target EBITDA and Cumulative
Target EBITDA are based, or consummates any mergers or acquisitions  (whether of
assets or stock or other  interests) or other  extraordinary  transactions,  the
Board will determine in good faith appropriate  adjustments to the Annual Target
EBITDA  and  Cumulative  Target  EBITDA,  which  adjustments  shall be final and
binding.

         (v) Except as otherwise  provided in Sections 7 and 9, the Option shall
remain  exercisable  as to all such Vested  Shares until the  expiration  of the
Option Term.  Upon a Termination of  Relationship,  the unvested  portion of the
Option  shall  simultaneously  terminate as of the date of such  Termination  of
Relationship.

         (e) Accelerated Vesting of Performance Options

         (i)  In  addition  to  any  Options  which  may  vest  pursuant  to the
subsection  (d) above,  if all or  substantially  all of the  assets,  or all or
substantially  all of the  capital  stock,  whether  pursuant to a stock sale or
merger,  is sold (a "Sale of the Company"),  prior to the Vesting Date occurring
on June 30, 2003, a portion of the Options granted to an Optionee,  which amount
shall  be equal  to the  Accelerated  Vesting  Amount  (as set  forth on Annex I
attached to such Optionee's Option Agreement) for the corresponding Fiscal Year,
shall immediately become vested and available for exercise.

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         (ii) In addition to any Option that may vest  pursuant to clause (i) of
this  subsection  (e),  in the event the Sale of the Company  occurs  within six
months of the end of any Fiscal Year, and EBITDA for the twelve months ending in
the month of the  consummation  of the Sale of the Company (the "LTM EBITDA") is
equal to, or exceeds,  the midpoint of the range  between the Target  EBITDA for
the  immediately  previous Fiscal Year and Target EBITDA for that current Fiscal
Year, then a portion of the Options  granted to an Optionee,  which amount shall
be equal to the  Annual  Vesting  Amount  for the  current  Fiscal  Year,  shall
immediately become vested and available for immediate exercise.  For purposes of
determining  the Annual Vesting Amount  pursuant to this clause (ii), the Annual
Vesting  Ratio  shall equal the lesser of (i) 100% and (ii) the product of (x) 5
and (y) the  positive  difference  between  (A) the LTM  EBITDA  divided  by the
Prorated Annual Target EBITDA and (B) .80.

8.  PROCEDURE FOR EXERCISE

         (a) Payment

         At the time an Option is granted under the Plan,  the Committee  shall,
in its  discretion,  specify one or more of the following forms of payment which
may be used by an Optionee upon exercise of his Option:

         (i) cash or personal or  certified  check  payable to the Company in an
amount equal to the  aggregate  Option Price of the shares with respect to which
the Option is being exercised;

         (ii) stock  certificates  (in negotiable form)  representing  shares of
Common Stock  having a Fair Market Value on the date of exercise (as  determined
in  accordance  with  Section  6(b) as if the date of exercise  were the date of
grant) equal to the  aggregate  Option Price of the shares with respect to which
the Option is being exercised;

         (iii) a  promissory  note  payable to the Company in an amount equal to
the  aggregate  Option  Price of the shares with  respect to which the Option is
being  exercised  secured by the shares  issued upon  exercise  the Option being
exercised; or

         (iv) a  combination  of the methods set forth in clauses (i),  (ii) and
(iii).

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<PAGE>

         (b) Notice

         An  Optionee  (or other  person,  as  provided  in  Section  10(b)) may
exercise  an  Option  granted  under  the Plan in whole or in part  (but for the
purchase of whole shares only), as provided in the Option  Agreement  evidencing
his Option,  by delivering a written  notice (the  "Notice") to the Secretary of
the Company. The Notice shall:

         (i) state that the Optionee elects to exercise the Option;

         (ii)  state the  number of shares  with  respect to which the Option is
being exercised (the "Optioned Shares");

         (iii) state the method of payment for the Optioned Shares (which method
must  be  available  to the  Optionee  under  the  terms  of  his or her  Option
Agreement);

         (iv) state the date upon which the Optionee  desires to consummate  the
purchase  (which  date must be prior to the  termination  of such  Option and no
later than 30 days from the delivery of such Notice);

         (v) include a copy of any election  filed by the  Optionee  pursuant to
Section 83(b) of the Code;

         (vi) if the Option is received  pursuant to Section 10(b) by any person
other than the Optionee,  include  evidence to the satisfaction of the Committee
of the right of such person to exercise the Option; and

         (vii) include such further  provisions  consistent with the Plan as the
Committee may from time to time require.

         The  exercise  date of an Option shall be the date on which the Company
receives the Notice from the Optionee.

         (c) Issuance of Certificates

         The Company shall issue a stock certificate in the name of the Optionee
(or such other person exercising the Option in accordance with the provisions of
Section 10(b)) for the Optioned  Shares as soon as practicable  after receipt of
the Notice and 

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payment of the aggregate Option Price for such shares.  Neither the Optionee nor
any person  exercising  an Option in accordance  with the  provisions of Section
10(b) shall have any  privileges as a stockholder of the Company with respect to
any shares of stock  subject to an Option  granted under the Plan until the date
of issuance of a stock certificate pursuant to this Section 8(c).

9.  ADJUSTMENTS

         (a) Changes in Capital Structure

         Subject to Section  9(b), if the Common Stock is changed by reason of a
stock  split,  reverse  stock  split,  stock  dividend or  recapitalization,  or
converted  into or  exchanged  for  other  securities  as a result  of a merger,
consolidation  or  reorganization,  the Committee shall make such adjustments in
the  number and class of shares of stock with  respect to which  Options  may be
granted  under the Plan as shall be equitable and  appropriate  in order to make
such  Options,  as  nearly as may be  practicable,  equivalent  to such  Options
immediately prior to such change. A corresponding adjustment changing the number
and class of shares  allocated  to,  and the  Option  Price of,  each  Option or
portion  thereof  outstanding at the time of such change shall likewise be made.
Notwithstanding  anything contained in the Plan to the contrary,  in the case of
ISOs,  no  adjustment  under  this  Section  9(a) shall be  appropriate  if such
adjustment  (i) would  constitute a  modification,  extension or renewal of such
ISOs within the meaning of Sections 422 and 424 of the Code, and the regulations
promulgated by the Treasury Department thereunder,  or (ii) would, under Section
422 of the Code  and the  regulations  promulgated  by the  Treasury  Department
thereunder,  be considered as the adoption of a new plan  requiring  stockholder
approval.

         (b) Corporate Transactions

         The following  rules shall apply in connection  with the dissolution or
liquidation of the Company,  a reorganization,  merger or consolidation in which
the Company is not the surviving corporation,  or a sale of all or substantially
all of the assets of the Company to another  person or entity (each a "Corporate
Transaction"):

         (i) each  holder of an Option  outstanding  at such time shall be given
(A) written notice of such  Corporate  Transaction 

                                      -14-
<PAGE>

at least 20 days prior to its  proposed  effective  date (as  specified  in such
notice) and (B) an  opportunity,  during the period  commencing with delivery of
such  notice  and  ending 10 days  prior to such  proposed  effective  date,  to
exercise  the  Option to the full  extent to which such  Option  would have been
exercisable  by the  Optionee at the  expiration  of such 20-day  period,  which
exercise may at the option of the holder be conditioned upon consummation of the
Corporate  Transaction;  provided,  however,  that  upon  the  occurrence  of  a
Corporate  Transaction,  all Options granted under the Plan and not so exercised
shall automatically terminate; and

         (ii)  notwithstanding  anything  contained in the Plan to the contrary,
Section 9(b)(i) shall not be applicable if provision shall be made in connection
with such Corporate Transaction for the assumption of outstanding Options by, or
the  substitution  for such  Options of new options  covering  the stock of, the
surviving,  successor  or  purchasing  corporation,  or a parent  or  subsidiary
thereof,  with appropriate  adjustments as to the number, kind and option prices
of shares subject to such options; provided,  however, that in the case of ISOs,
the Board shall, to the extent not  inconsistent  with the best interests of the
Company or its Subsidiaries  (such best interests to be determined in good faith
by the Board in its sole  discretion),  use its best  efforts to ensure that any
such assumption or substitution will not constitute a modification, extension or
renewal  of the ISOs  within the  meaning of Section  424(h) of the Code and the
regulations promulgated by the Treasury Department thereunder.

         (c) Special Rules

         The following rules shall apply in connection with Section 9(a) and (b)
above:

         (i) no  fractional  shares  shall be  issued  as a  result  of any such
adjustment,  and any fractional shares resulting from the computations  pursuant
to  Section  9(a) or (b)  shall be  eliminated  without  consideration  from the
respective Options;

         (ii) no adjustment  shall be made for cash dividends or the issuance to
stockholders  of rights to subscribe for  additional  shares of capital stock of
the Company or other securities; and


                                      -15-
<PAGE>
         (iii) any adjustments  referred to in Section 9(a) or (b) shall be made
by the Board or Committee (as the case may be) in its sole  discretion and shall
be conclusive and binding on all persons holding Options granted under the Plan.


10.  RESTRICTIONS ON OPTIONS AND OPTIONED SHARES

         (a) Compliance With Securities Laws

         No  Options  shall be granted  under the Plan,  and no shares of Common
Stock shall be issued and delivered  upon the exercise of Options  granted under
the Plan,  unless and until the Company  and/or the Optionee shall have complied
with all applicable Federal or state registration,  listing and/or qualification
requirements  and all other  requirements  of law or of any regulatory  agencies
having jurisdiction.

         The Committee in its discretion  may, as a condition to the exercise of
any Option  granted  under the Plan,  require an Optionee  (i) to  represent  in
writing that the shares of Common Stock  received upon exercise of an Option are
being acquired for investment  and not with a view to  distribution  and (ii) to
make such other  representations and warranties as are deemed appropriate by the
Company.  Stock certificates  representing  shares of Common Stock acquired upon
the exercise of Options that have not been  registered  under the Securities Act
shall,  if  required  by the  Committee,  bear  the  following  legend  and such
additional  legends as may be  required  by the Option  Agreement  evidencing  a
particular Option:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  THE SHARES
         HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  ONLY  AND  MAY  NOT BE  PLEDGED,
         HYPOTHECATED,  SOLD  OR  TRANSFERRED  IN THE  ABSENCE  OF AN  EFFECTIVE
         REGISTRATION  STATEMENT  FOR THE SHARES  UNDER THE ACT OR AN OPINION OF
         COUNSEL  TO THE  ISSUER  THAT SUCH  REGISTRATION  IS NOT  REQUIRED.  IN
         ADDITION, THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
         RESTRICTED PURSUANT TO THE TERMS OF AN INCENTIVE STOCK OPTION AGREEMENT
         BETWEEN THE ISSUER AND THE ORIGINAL  HOLDER OF SUCH

                                      -16-
<PAGE>

         SHARES.  COPIES OF THE INCENTIVE STOCK OPTION AGREEMENT MAY BE OBTAINED
         WITHOUT CHARGE FROM THE SECRETARY OF THE ISSUER."

         (b) Nonassignability of Option Rights

         No Option  granted  under this Plan shall be  assignable  or  otherwise
transferable  by the  Optionee  except  by will or by the  laws of  descent  and
distribution  or, in the case of an NSO,  with the  consent of the  Company.  An
Option  may be  exercised  during  the  lifetime  of the  Optionee  only  by the
Optionee. If an Optionee dies, his or her Option shall thereafter be exercisable
during the period specified in Section 7(b)(ii) or (iii), as the case may be, by
his or her executors or  administrators  to the full extent to which such Option
was exercisable by the Optionee at the time of his or her death.

11.  EFFECTIVE DATE OF PLAN

         This Plan shall become effective on the date (the "Effective  Date") of
its  adoption  by  the  Board;  provided,  however,  that  no  Option  shall  be
exercisable by an Optionee unless and until the Plan shall have been approved by
the  stockholders  of the  Company  in  accordance  with the  provisions  of its
Certificate of Incorporation and By-laws,  which approval shall be obtained by a
simple majority vote of stockholders,  voting either in person or by proxy, at a
duly held stockholders' meeting, or by written consent,  within 12 months before
or after the adoption of the Plan by the Board.

12.  EXPIRATION AND TERMINATION OF THE PLAN

         Except with respect to Options then outstanding,  the Plan shall expire
on the first to occur of (i) the tenth anniversary of the date on which the Plan
is  adopted by the Board,  (ii) the tenth  anniversary  of the date on which the
Plan is  approved  by the  stockholders  of the Company and (iii) the date as of
which  the  Board,  in its sole  discretion,  determines  that  the  Plan  shall
terminate (the "Expiration  Date"). Any Options outstanding as of the Expiration
Date shall remain in effect until they have been exercised or terminated or have
expired by their respective terms.

                                      -17-
<PAGE>

13.  AMENDMENT OF PLAN

         The Board may,  at any time prior to the  Expiration  Date,  modify and
amend the Plan in any  respect;  provided,  however,  that the  approval  of the
holders  of a majority  of the votes  that may be cast by all of the  holders of
shares of common stock and preferred stock of the Company,  if any,  entitled to
vote (voting as a single  class) shall be obtained  prior to any such  amendment
becoming effective if such approval is required by law or is necessary to comply
with  regulations  promulgated by the SEC under Section 16(b) of the 1934 Act or
with  Section 422 of the Code or the  regulations  promulgated  by the  Treasury
Department thereunder.

14.  CAPTIONS

         The use of captions in this Plan is for  convenience.  The captions are
not intended to provide substantive rights.

15.  DISQUALIFYING DISPOSITIONS

         If Optioned  Shares  acquired by exercise of an ISO granted  under this
Plan are disposed of within two years  following the date of grant of the ISO or
one year  following  the  issuance  of the  Optioned  Shares to the  Optionee (a
"Disqualifying   Disposition"),   the  holder  of  the  Optioned  Shares  shall,
immediately  prior to such  Disqualifying  Disposition,  notify  the  Company in
writing of the date and terms of such Disqualifying Disposition and provide such
other  information  regarding the  Disqualifying  Disposition as the Company may
reasonably require.

16.  WITHHOLDING TAXES

         Whenever  under the Plan shares of Common  Stock are to be delivered by
an Optionee upon exercise of an NSO, the Company shall be entitled to require as
a condition of delivery that the Optionee remit or, in appropriate  cases, agree
to remit when due, an amount  sufficient  to satisfy  all  current or  estimated
future Federal,  state and local withholding tax and employment tax requirements
relating thereto. At the time of a Disqualifying Disposition, the Optionee shall
remit to the  Company in cash the amount of any  applicable  Federal,  state and
local withholding taxes and employment taxes.

                                      -18-
<PAGE>

17.  DEFINITIONS

         As used herein the  following  terms shall have the  meanings set forth
below:

                  "Affiliate"  of any Person means any other Person  directly or
         indirectly  controlled  by,  controlling,  or under common control with
         such Person.

                  "Annual Actual EBITDA" means, with respect to any Fiscal Year,
         the actual  EBITDA for the  12-month  period  ending on the last day of
         such Fiscal Year.

                  "Annual Target EBITDA" means, with respect to any Fiscal Year,
         the number set forth in the Table on Annex I attached hereto in the row
         labelled 'Annual Target EBITDA' for such Fiscal Year.

                  "Annual  Vesting  Amount" means,  with respect to any Optionee
         for any Fiscal  Year,  the  greater of (i) zero and (ii) the product of
         the Maximum Annual Vesting Amount (as set forth in the table on Annex I
         attached to such  Optionee's  Option  Agreement) and the Annual Vesting
         Ratio applicable to such Fiscal Year.

                  "Annual   Vesting   Ratio"  means   (except  in  the  case  of
         accelerated vesting pursuant to Section 7(e)(ii)),  with respect to any
         Fiscal  Year,  the lesser of (i) 100% and (ii) the product of (x) 5 and
         (y) the positive difference between (A) Annual Actual EBITDA divided by
         Annual Target EBITDA and (B) .80.

                  "Cause" shall mean (A) as to any Optionee who has entered into
         an  employment  agreement  with the  Company or any of its  Affiliates,
         "cause"  as  defined  therein  or (B)  in  addition,  as to  all  other
         Optionees,  resignation or any of the following:  (i) any deliberate or
         intentional  act or  omission  undertaken  or omitted by such  Optionee
         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 such Optionee involving properties,
         assets or funds of the Company or any of its affiliates or a conviction
         of such Optionee,  or pleading nolo contendere by such Optionee, to any
         crime or 

                                      -19-
<PAGE>

         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 such  Optionee of the  provisions of
         any employment,  non-competition or confidentiality  agreement with the
         Company or any of its affiliates;  (iv) such Optionee's material breach
         of any  agreement to which he is a party with the Company or any of its
         affiliates;  (v)  any  usurpation  by  such  Optionee  of  a  corporate
         opportunity  of  the  Company  or  any of  its  affiliates;  (vi)  such
         Optionee's  failure or refusal to perform any of his  material  duties,
         responsibilities   or  obligations  as  an  employee  of  the  Company;
         provided,  however,  that any action or omission by such Optionee 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";
         and provided further,  however, that such Optionee shall be entitled to
         cure any action or inaction that unintentionally  violates clause (iii)
         hereof or any  violation  of clause  (iv)  hereof,  in each case within
         thirty  (30) days of his  receipt of written  notice  thereof  from the
         Company.

                  "Cumulative  Actual EBITDA" means,  with respect to any Fiscal
         Year, the actual EBITDA for the period  commencing on April 1, 1998 and
         ending on the last day of such  Fiscal  Year  (with such  period  being
         treated as one accounting period for such purposes).

                  "Cumulative  Target EBITDA" means,  with respect to any Fiscal
         Year,  the number set forth in the table on Annex I attached  hereto in
         the row labelled 'Cumulative Target EBITDA' for such Fiscal Year.

                  "Cumulative   Vesting  Amount"  means,  with  respect  to  any
         Optionee  for any  Fiscal  Year,  the  greater of (i) zero and (ii) the
         product of the Maximum  Cumulative  Vesting Amount (as set forth in the
         table on Annex I attached to such Optionee's  Option Agreement) and the
         Cumulative Vesting Ratio for such Fiscal Year.

                  "Cumulative  Vesting Ratio" means,  with respect to any Fiscal
         Year,  the lesser of (i) 100% and (ii) the product of (x) 5 and (y) the
         positive  difference  between (A) 

                                      -20-
<PAGE>

         Cumulative  Actual EBITDA  divided by Cumulative  Target EBITDA and (B)
         .80.

                  "EBITDA"  means the net income of the  Company  excluding  the
         effect of any  Stipulated  Items (as  hereinafter  defined)  and before
         payment or  provision  for payment of (i)  interest  expense;  (ii) any
         Federal,   state,   local  or  other  taxes  based  on  income;   (iii)
         depreciation  expense;  and (iv)  amortization  of  goodwill  and other
         intangible assets.

                  "Option  Shares"  has the  meaning  ascribed  to such  term in
         Section 3 of each Option Agreement.

                  "Person"  means  any  individual,  partnership,   corporation,
         group, trust or other legal entity.

                  "Prorated Annual Target EBITDA" means for any Fiscal Year, the
         sum of (i) the  Annual  Target  EBITDA  for the  immediately  preceding
         Fiscal Year and (ii) the product of (A) the number of months which have
         elapsed  during  such  Fiscal  Year and (B) the  quotient  obtained  by
         dividing (1) the  difference  between the Annual  Target EBITDA for the
         current  Fiscal Year and the Annual Target  EBITDA for the  immediately
         preceding Fiscal Year by (2) 12.

                  "Securities  Purchase Agreement" means the Securities Purchase
         Agreement dated as of December 31, 1996, among Quality Foods, L.P., the
         partners of Quality Foods, L.P.,  certain additional  beneficial owners
         of Quality Foods,  L.P., the stockholders of QF Acquisition  Corp., the
         stockholders of QF Management Corp., and CFP Holdings, Inc.

                  "Shares" means (i) the presently issued and outstanding shares
         of capital  stock of the  Company,  any  options or stock  subscription
         warrants  exercisable  therefor  (which  options and warrants  shall be
         deemed to be that number of outstanding  shares of stock for which they
         are  exercisable),  (ii) any additional  shares of capital stock of the
         Company  hereafter  issued  and  outstanding  and (iii)  any  shares of
         capital stock of the Company into which such shares may be converted or
         for which they may be exchanged or exercised.

                  "Stipulated   Items"  means  income  or  expense  items  of  a
         character significantly different from those incurred

                                      -21-
<PAGE>

         in  the  typical  or  customary  business  activities  of  the  Company
         conducted  in the  ordinary  course  or that  would  not be  considered
         recurring  factors in any evaluation of the ordinary  operations of the
         business of the Company, including, but not limited to, (i) the sale or
         abandonment  of a plant or  significant  segment of the business of the
         Company;  (ii) the sale of an investment not acquired for resale; (iii)
         the writeoff of goodwill due to unusual events or  developments  within
         the  fiscal   year  being   considered;   (iv)  the   condemnation   or
         expropriation of properties; and (v) certain adjustments to the reserve
         accounts  recorded by the Company;  (vi) any management fees payable to
         First Atlantic Capital,  Ltd. or any of its affiliates;  and (vii) fees
         and  expenses   relating  to  the   consummation  of  the  transactions
         contemplated  by the  Securities  Purchase  Agreement and the Rule 144A
         debt offering of senior notes of the Company.

                  "Stockholder" means any Person owning Shares.

                  "Termination  of  Relationship"  means the  termination of the
         employment by or relationship  with the Company of any Optionee for any
         reason  whatsoever,  including,  but not  limited  to,  termination  by
         resignation,  discharge (with or without cause), retirement, disability
         or non-renewal of an employment agreement between the Company or any of
         its successors and such Optionee for any reason whatsoever, including a
         termination  of  employment  pursuant  to the  terms of any  employment
         agreement  between  the  Company  or  any of its  successors  and  such
         Optionee.

                  "Unvested  Shares"  means the Option  Shares  with  respect to
         which the Option is not exercisable at any particular time.

                  "Vested  Shares" means the Option Shares with respect to which
         the Option is exercisable at any particular time.

                  "Vesting Date" means June 30 of each of 1999, 2000, 2001, 2002
         and 2003.

18.  OTHER PROVISIONS

                                      -22-
<PAGE>

         Each Option  granted  under the Plan may  contain  such other terms and
conditions not inconsistent with the Plan as may be determined by the Committee,
in its sole discretion.  Notwithstanding  the foregoing,  each ISO granted under
the Plan shall include those terms and conditions which are necessary to qualify
the ISO as an "incentive  stock option" within the meaning of Section 422 of the
Code  and the  regulations  thereunder  and  shall  not  include  any  terms  or
conditions which are inconsistent therewith.


                                      -23-
<PAGE>



19.  NUMBER AND GENDER

         With  respect  to words  used in this  Plan,  the  singular  form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

20.  GOVERNING LAW

         The  validity  and  construction  of  this  Plan  and  the  instruments
evidencing the Options  granted  hereunder  shall be governed by the laws of the
State of Delaware.


As adopted by the Board of Directors
of CFP GROUP, INC.
on July __, 1998.

                                      -24-