EXHIBIT 10.1

                                                                       EXECUTION


                                 CFP GROUP, INC.
                               CFP HOLDINGS, INC.

                       SECOND AMENDMENT AND LIMITED WAIVER
                    TO AMENDED AND RESTATED CREDIT AGREEMENT


                 This  SECOND  AMENDMENT  AND  LIMITED  WAIVER  TO  AMENDED  AND
RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of February 5, 1998 and
entered  into  by  and  among  CFP  Holdings,   Inc.,  a  Delaware   corporation
("Company"),  CFP Group, Inc., a Delaware corporation ("Parent"),  the financial
institutions  listed on the signature pages hereof  ("Lenders"),  Nationsbank of
Texas,   N.A.,   as   administrative   agent  for  Lenders  (in  such   capacity
"Administrative  Agent"),  and Fleet National Bank, as  documentation  agent (in
such capacity,  "Documentation  Agent"),  and, for purposes of Section 4 hereof,
the Credit  Support  Parties  (as  defined  in  Section 4 hereof)  listed on the
signature  pages hereof,  and is made with reference to that certain Amended and
Restated  Credit  Agreement  dated as of May 15,  1997,  as amended (the "Credit
Agree ment"), by and among Company,  Parent, Lenders,  Administrative Agent, and
Documentation Agent. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

                 WHEREAS,  Company  and  Lenders  desire  to  amend  the  Credit
Agreement to adjust the financial covenants set forth therein,  and make certain
other amendments as set forth below;

                 NOW,  THEREFORE,  in  consideration  of the  premises  and  the
agreements,  provisions and covenants herein contained, the parties hereto agree
as follows:

                 Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT

                 1.1  Amendments  to Section 1:  Provisions  Relating to Defined
Terms

                 Subsection  1.1 of the Credit  Agreement  is hereby  amended by
adding the following defined term in its proper alphabetical position:

                 "Preferred  Stock Issuance Date" means the date, on or prior to
March 31,  1998,  on which  Company  issues its  "Senior  Cumulative  Redeemable
Preferred Stock,"  substantially on the terms described in the private placement
memorandum delivered to the



                                        1

<PAGE>



Lenders prior to February 5, 1998 and otherwise in accordance  with Section 2 of
the Second  Amendment and Limited Waiver to this Agreement  dated as of February
5, 1998.

                 1.2      Amendments to Section 7:  Company's Negative Covenants

                 A.  Prior  to the  Preferred  Stock  Issuance  Date  (or if the
Preferred Stock Issuance Date does not occur on or prior to March 31, 1998), the
following amendments to Section 7 of the Credit Agreement shall apply;  provided
that from and after the Preferred  Stock  Issuance Date the amendments set forth
in this  subsection  1.2A  shall  be  replace  by the  amendments  set  forth in
subsection 1.2B hereof:

                 1.       Minimum Interest Coverage Ratio.

                 Subsection  7.6A of the Credit  Agreement is hereby  amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:


                                                  Minimum Interest       
                  Approximate Date                 Coverage Ratio
          ================================ ==============================
          March 31, 1997                                 1.15:1.00
          June 30, 1997                                  1.25:1.00
          September 30, 1997                             1.25:1.00
          December 31, 1997                              1.15:1.00
          March 31, 1998                                 1.15:1.00
          June 30, 1998                                  1.15:1.00
          September 30, 1998                             1.20:1.00
          December 31, 1998                              1.35:1.00
          March 31, 1999                                 1.40:1.00
          June 30, 1999                                  1.70:1.00
          September 30, 1999                             1.70:1.00
          December 31, 1999                              1.90:1.00
          March 31, 2000                                 1.90:1.00
          June 30, 2000                                  1.90:1.00
          September 30, 2000                             1.90:1.00
          December 31, 2000                              2.00:1.00




                                        2

<PAGE>



                                                   Minimum Interest         
                   Approximate Date                 Coverage Ratio
           ================================ ==============================
           March 31, 2001                                2.00:1.00
           June 30, 2001                                 2.00:1.00
           September 30, 2001                            2.00:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                2.00:1.00
           ================================ ==============================

                 2.       Minimum Fixed Charge Coverage Ratio.

                 Subsection  7.6B of the Credit  Agreement is hereby  amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:


                                                    Minimum Fixed
                                                   Charge Coverage
                   Approximate Date                     Ratio
           ================================ ==============================
           March 31, 1997                                      N/A
           June 30, 1997                                 1.00:1.00
           September 30, 1997                            1.00:1.00
           December 31, 1997                             0.75:1.00
           March 31, 1998                                0.75:1.00
           June 30, 1998                                 0.75:1.00
           September 30, 1998                            0.75:1.00
           December 31, 1998                             0.80:1.00
           March 31, 1999                                1.00:1.00
           June 30, 1999                                 1.20:1.00
           September 30, 1999                            1.30:1.00
           December 31, 1999                             1.30:1.00
           March 31, 2000                                1.30:1.00
           June 30, 2000                                 1.30:1.00
           September 30, 2000                            1.30:1.00
           



                                        3

<PAGE>



                                                    Minimum Fixed
                                                   Charge Coverage
                   Approximate Date                     Ratio
           ================================ ==============================
           December 31, 2000                             1.40:1.00
           March 31, 2001                                1.40:1.00
           June 30, 2001                                 1.40:1.00
           September 30, 2001                            1.40:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                1.40:1.00
           ================================ ==============================

                 3.       Maximum Leverage Ratio.

                 Subsection  7.6C of the Credit  Agreement is hereby  amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:


                                                   Maximum Leverage
                   Approximate Date                     Ratio
           ================================ ==============================
           December 31, 1997                             7.15:1.00
           March 31, 1998                                7.60:1.00
           June 30, 1998                                 7.30:1.00
           September 30, 1998                            7.55:1.00
           December 31, 1998                             6.50:1.00
           March 31, 1999                                6.25:1.00
           June 30, 1999                                 5.00:1.00
           September 30, 1999                            5.00:1.00
           December 31, 1999                             4.25:1.00
           March 31, 2000                                4.25:1.00
           June 30, 2000                                 4.25:1.00
           September 30, 2000                            4.25:1.00
           December 31, 2000                             3.50:1.00
           March 31, 2001                                3.50:1.00
           
           
           

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<PAGE>



                                                   Maximum Leverage
                   Approximate Date                     Ratio
           ================================ ==============================
           June 30, 2001                                 3.50:1.00
           September 30, 2001                            3.50:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                3.00:1.00
           ================================ ==============================
           
                 4.       Minimum Consolidated Adjusted EBITDA.

                 Subsection  7.6D of the Credit  Agreement is hereby  amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:


                                                    Minimum Consolidated
                 Approximate Date                     Adjusted EBITDA
           ================================ ==============================
           March 31, 1997                                $ 4,300,000
           June 30, 1997                                 $ 9,000,000
           September 30, 1997                            $14,300,000
           December 31, 1997                             $19,100,000
           March 31, 1998                                $18,600,000
           ================================ ==============================


                 5.  Consolidated  Capital  Expenditures.  Subsection 7.8 of the
         Credit Agreement is hereby amended by deleting the first clause thereto
         and substituting therefor "Parent shall not permit its Subsidiaries to,
         make or incur Consolidated  Capital Expenditures in an aggregate amount
         in excess of  $4,700,000  for the Fiscal  Year ending  March 31,  1998,
         $5,500,000 for the Fiscal Year ending March 31, 1999 and $5,000,000 for
         any Fiscal Year thereafter;"

                 B.  From and after  the  Preferred  Stock  Issuance  Date,  the
amendments  set  forth  in  subsection  1.2A  hereof  shall be  deleted  and the
following amendments to Section 7 of the Credit Agreement shall apply:

                 1.       Minimum Interest Coverage Ratio.

                 Subsection  7.6A of the  Credit  Agreement  shall be amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:




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<PAGE>




                                                   Minimum Interest
                   Approximate Date                 Coverage Ratio
           ================================ ==============================
           March 31, 1997                                1.15:1.00
           June 30, 1997                                 1.25:1.00
           September 30, 1997                            1.25:1.00
           December 31, 1997                             1.15:1.00
           March 31, 1998                                1.15:1.00
           June 30, 1998                                 1.20:1.00
           September 30, 1998                            1.25:1.00
           December 31, 1998                             1.40:1.00
           March 31, 1999                                1.50:1.00
           June 30, 1999                                 1.70:1.00
           September 30, 1999                            1.70:1.00
           December 31, 1999                             1.90:1.00
           March 31, 2000                                1.90:1.00
           June 30, 2000                                 1.90:1.00
           September 30, 2000                            1.90:1.00
           December 31, 2000                             2.00:1.00
           March 31, 2001                                2.00:1.00
           June 30, 2001                                 2.00:1.00
           September 30, 2001                            2.00:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                2.00:1.00
           ================================ ==============================
           
           2.       Minimum Fixed Charge Coverage Ratio.
           
                 Subsection  7.6B  of the  Credit  Agreement  shall  be  further
         amended by deleting  the table set forth  therein in its  entirety  and
         substituting the following therefor:


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<PAGE>




                                                    Minimum Fixed
                                                   Charge Coverage
                   Approximate Date                     Ratio
           ================================ ==============================
           March 31, 1997                                      N/A
           June 30, 1997                                 1.00:1.00
           September 30, 1997                            1.00:1.00
           December 31, 1997                             0.75:1.00
           March 31, 1998                                0.75:1.00
           June 30, 1998                                 0.75:1.00
           September 30, 1998                            0.80:1.00
           December 31, 1998                             0.95:1.00
           March 31, 1999                                1.00:1.00
           June 30, 1999                                 1.20:1.00
           September 30, 1999                            1.20:1.00
           December 31, 1999                             1.30:1.00
           March 31, 2000                                1.30:1.00
           June 30, 2000                                 1.30:1.00
           September 30, 2000                            1.30:1.00
           December 31, 2000                             1.40:1.00
           March 31, 2001                                1.40:1.00
           June 30, 2001                                 1.40:1.00
           September 30, 2001                            1.40:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                1.40:1.00
           ================================ ==============================
           
           3.       Maximum Leverage Ratio.
           
                 Subsection  7.6C of the  Credit  Agreement  shall be amended by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:




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<PAGE>




                                                   Maximum Leverage
                   Approximate Date                     Ratio
           ================================ ==============================
           December 31, 1997                             7.15:1.00
           March 31, 1998                                7.40:1.00
           June 30, 1998                                 7.00:1.00
           September 30, 1998                            7.00:1.00
           December 31, 1998                             6.00:1.00
           March 31, 1999                                5.50:1.00
           June 30, 1999                                 5.00:1.00
           September 30, 1999                            5.00:1.00
           December 31, 1999                             4.25:1.00
           March 31, 2000                                4.25:1.00
           June 30, 2000                                 4.25:1.00
           September 30, 2000                            4.25:1.00
           December 31, 2000                             3.50:1.00
           March 31, 2001                                3.50:1.00
           June 30, 2001                                 3.50:1.00
           September 30, 2001                            3.50:1.00
           December 31, 2001
           and each Fiscal Quarter's
           end thereafter                                3.00:1.00
           ================================ ==============================

                 4.       Minimum Consolidated Adjusted EBITDA.

                 Subsection  7.6D  of  Credit  Agreement  shall  be  amended  by
         deleting the table set forth  therein in its entirety and  substituting
         the following therefor:


                                                 Minimum Consolidated
              Approximate Date                      Adjusted EBITDA
           ================================ ==============================
           March 31, 1997                                $ 4,300,000
           June 30, 1997                                 $ 9,000,000




                                        8

<PAGE>




           September 30, 1997                            $14,300,000
           December 31, 1997                             $19,100,000
           March 31, 1998                                $18,600,000
           ================================ ==============================


                 5.  Consolidated  Capital  Expenditures.  Subsection 7.8 of the
         Credit  Agreement shall be amended by deleting the first clause thereto
         and substituting therefor "Parent shall not permit its Subsidiaries to,
         make or incur Consolidated  Capital Expenditures in an aggregate amount
         in excess of  $4,700,000  for the Fiscal  Year ending  March 31,  1998,
         $5,500,000 for the Fiscal Year ending March 31, 1999 and $5,000,000 for
         any Fiscal Year thereafter;"

                 Section 2.       LIMITED WAIVER

                 A. Subject to the terms and  conditions set forth herein and in
reliance on the representations and warranties of Company and the Credit Support
Parties herein  contained,  Lenders hereby waive and modify  compliance with the
provisions of subsection 2.4B(iii)(d) of the Credit Agreement to the extent that
such  provisions  require that the Net Securities  Proceeds from the issuance of
the Company's "Senior Cumulative  Redeemable  Preferred Stock" be used to prepay
the Loans;  provided that (x) such Senior Cumulative  Redeemable Preferred Stock
is issued prior to March 31, 1998  substantially  on the terms  described in the
private placement  memorandum delivered to the Lenders prior to the date hereof;
(y) the gross proceeds of such issuance does not exceed  $15,000,000 and the Net
Securities  Proceeds of such issuance are used, prior to March 31, 1998, for the
purposes described in such private placement  memorandum;  and (z) to the extent
any  Person  becomes  a  Subsidiary  of  Company  upon  application  of the  Net
Securities  Proceeds in accordance  with the foregoing,  each of Company and the
other Credit Support  Parties shall comply with the provisions of Section 6.8 of
the Credit Agreement and all other applicable provisions of the Loan Documents.

                 B.  Without  limiting  the  generality  of  the  provisions  of
subsection 10.6 of the Credit Agreement,  the waiver set forth in this Section 2
hereof  shall  be  limited  precisely  as  written  and  relates  solely  to the
noncompliance by Company with the provisions of subsections  2.4B(iii)(d) in the
manner  and to the  extent  described  in this  Section  2, and  nothing in this
Amendment  shall be deemed to (a) constitute a waiver of compliance by Borrowers
with respect to (i)  subsection  2.4B(iii)(d)  in any other instance or (ii) any
other  term,  provision  or  condition  of the  Credit  Agreement  or any  other
instrument or agreement referred to therein or (b) prejudice any right or remedy
that Administrative  Agent or any Lender may now have (except to the extent such
right or remedy  was based  upon  existing  defaults  that will not exist  after
giving  effect  to  this  Amendment)  or may  have  in the  future  under  or in
connection  with the  Credit  Agreement  or any other  instrument  or  agreement
referred to herein.

                 Section 3.       CONDITIONS TO EFFECTIVENESS




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<PAGE>



                 Sections 1 and 2 of this Amendment shall become  effective upon
the date hereof (the "Second Amendment  Effective  Date");  provided that if the
following  conditions  subsequent  are not  satisfied on or before  February 13,
1998, then Sections 1 and 2 shall be deemed to never have been effective:

                 A. Each of Company and Parent  shall  deliver to Lenders (or to
Administra tive Agent for Lenders with sufficient  originally  executed  copies,
where appropriate,  for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Second Amendment Effective Date:

                          (i)  Copies  of  its  Certificate  of   Incorporation,
         certified as of the Second  Amendment  Effective  Date by its corporate
         secretary or an assistant secretary as being the true and complete copy
         thereof,  together with a good standing  certificate from the Secretary
         of State of the State of  Delaware,  dated a recent  date  prior to the
         Second Amendment Effective Date;

                          (ii) Copies of its Bylaws,  certified as of the Second
         Amendment  Effective  Date by its  corporate  secretary or an assistant
         secretary as being a true and complete copy thereof;

                          (iii) Resolutions of its Board of Directors  approving
         and  authorizing  the  execution,  delivery,  and  performance  of this
         Amendment and the performance of the Amended  Agreement (as hereinafter
         defined),  certified as of the Second Amend ment  Effective Date by its
         corporate  secretary or an  assistant  secretary as being in full force
         and effect without modification or amendment; and

                          (iv)  Signature  and  incumbency  certificates  of its
         officers executing this Amendment.

                 B. Lenders and their  respective  counsel  shall have  received
originally  executed  copies  of one  or  more  favorable  written  opinions  of
O'Sullivan,  Graev & Karabell  LLP,  counsel for Company,  in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Second  Amendment  Effective  Date, with respect to the  enforceability  of this
Amendment  and the Amended  Agreement  (as  hereinafter  defined) and as to such
other matters as Administrative Agent acting on behalf of Lenders may reasonably
request.

                 C. Company,  Parent,  Credit Support  Parties and Lenders shall
have  executed a counterpart  of this  Amendment  and  Administrative  Agent and
Company shall have received written or telephonic notification of such execution
and authorization of delivery thereof.

                 D. All corporate and other  proceedings taken or to be taken in
connection  with  the  transactions   contemplated   hereby  and  all  documents
incidental  thereto not previously  found  acceptable by  Administrative  Agent,
acting on behalf of Lenders,  and its counsel shall be  satisfactory in form and
substance to Administrative Agent and such counsel, and



                                       10

<PAGE>



Administrative  Agent and such counsel shall have received all such  counterpart
originals or certified  copies of such  documents  as  Administrative  Agent may
reasonably request.

                 Section 4.       ACKNOWLEDGEMENT AND CONSENT

                 Company  is a  party  to the  Borrower  Pledge  Agreement,  the
Borrower Security Agreement and the Collateral Account Agreement,  in each case,
as amended  through  the Second  Amendment  Effective  Date,  pursuant  to which
Company has created Liens in favor of Administrative Agent on certain Collateral
to secure the Obligations.  Parent is a party to the Parent Guaranty, the Parent
Pledge  Agreement and the Parent  Security  Agreement,  in each case, as amended
through the Second  Amendment  Effective Date,  pursuant to which Parent has (i)
guarantied  the  Obligations  and (ii) created Liens in favor of  Administrative
Agent on certain  Collateral to secure the  Obligations.  Q.F.  Acquisition is a
party  to  the  Subsidiary  Guaranty,  the  Subsidiary  Pledge  Agreement,   the
Subsidiary Security Agreement,  the Subsidiary Trademark Security Agreement, the
Subsidiary Patent Security Agreement, and the Mortgages in each case, as amended
through the Second Amendment Effective Date, pursuant to which Q.F.  Acquisition
has  (i)  guarantied  the  Obligations  and  (ii)  created  Liens  in  favor  of
Administrative  Agent on certain  Collateral to secure the  Obligations.  Custom
Foods is a party to the Subsidiary  Guaranty,  the Subsidiary  Pledge Agreement,
the Subsidiary Security Agreement,  the Subsidiary  Trademark Security Agreement
and the Subsidiary Patent Security  Agreement,  in each case, as amended through
the Second  Amendment  Effective  Date,  pursuant to which  Custom Foods has (i)
guarantied  the  Obligations  and (ii) created Liens in favor of  Administrative
Agent on certain  Collateral to secure the Obligations.  Company,  Parent,  Q.F.
Acquisition and Custom Foods are collectively  referred to herein as the "Credit
Support Parties",  and the Subsidiary Guaranty, the Subsidiary Pledge Agreement,
the Subsidiary Security Agreement,  the Subsidiary Trademark Security Agreement,
the Subsidiary Patent Security Agreement, the Parent Guaranty, the Parent Pledge
Agreement,  the Parent Security Agreement, the Collateral Account Agreement, the
Mortgages, the Borrower Security Agreement and the Borrower Pledge Agreement are
collectively referred to herein as the "Credit Support Documents".

                 Each  Credit  Support  Party  hereby  acknowledges  that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the  amendment  of the Credit  Agreement  effected  pursuant to this
Amendment.  Each Credit  Support Party hereby  confirms that each Credit Support
Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guaranty or secure,  as the case may be, to the fullest
extent  possible the payment and performance of all  "Obligations,"  "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document),  including without
limitation the payment and  performance of all such  "Obligations,"  "Guarantied
Obligations"  or  "Secured  Obligations,"  as the case may be, in respect of the
Obligations  of Company  now or  hereafter  existing  under or in respect of the
Amended Agreement and the Notes defined therein.

                 Each Credit Support Party  acknowledges  and agrees that any of
the Credit  Support  Documents to which it is a party or  otherwise  bound shall
continue  in full force and effect  and that all of its  obligations  thereunder
shall be valid and enforceable and shall not be



                                       11

<PAGE>



impaired or limited by the execution or  effectiveness  of this Amendment.  Each
Credit  Support  Party  represents  and warrants  that all  representations  and
warranties  contained in the Amended  Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true,  correct and complete in all
material  respects on and as of the Second Amendment  Effective Date to the same
extent  as  though  made on and as of  that  date,  except  to the  extent  such
representations and warranties  specifically relate to an earlier date, in which
case they were true,  correct and complete in all material respects on and as of
such earlier date.

                 Each Credit Support Party (other than Company) acknowledges and
agrees that (i)  notwithstanding  the conditions to  effectiveness  set forth in
this  Amendment,  such Credit  Support Party is not required by the terms of the
Credit  Agreement or any other Loan Document to consent to the amendments to the
Credit  Agreement  effected  pursuant to this  Amendment and (ii) nothing in the
Credit  Agreement,  this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.

                 Section 5.       COMPANY'S AND PARENT'S
                                  REPRESENTATIONS AND WARRANTIES

                 In order to induce  Lenders to enter into this Amendment and to
amend the Credit  Agreement in the manner  provided  herein,  Company and Parent
represent  and warrant to each Lender that the  following  statements  are true,
correct and complete:

                 A. Corporate  Power and Authority.  Company and Parent have all
requisite  corporate  power and  authority to enter into this  Amendment  and to
carry  out the  transactions  contemplated  by,  and  perform  their  respective
obligations  under,  the Credit  Agreement  as amended  by this  Amendment  (the
"Amended Agreement").

                 B.  Authorization of Agreements.  The execution and delivery of
this  Amendment  and the  performance  of the Amended  Agreement  have been duly
authorized by all necessary corporate action on the part of Company and Parent.

                 C. No  Conflict.  The  execution  and  delivery  by Company and
Parent of this  Amendment  and the  performance  by  Company  and  Parent of the
Amended  Agreement  do not and will not (i) violate any  provision of any law or
any  governmental  rule  or  regulation  applicable  to  Parent  or  any  of its
Subsidiaries,  the Certificate or Articles of  Incorporation or Bylaws of Parent
or any of its  Subsidiaries  or any  order,  judgment  or decree of any court or
other agency of government  binding on Parent or any of its  Subsidiaries,  (ii)
conflict with,  result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Parent or any of its
Subsidiaries,  (iii) result in or require the creation or imposition of any Lien
upon any of the  properties or assets of Parent or any of its  Subsidiaries,  or
(iv)  require any  approval of  stockholders  or any  approval or consent of any
Person under any Contractual Obligation of Parent or any of its Subsidiaries.

                 D. Governmental Consents. The execution and delivery by Company
and Parent of this  Amendment and the  performance  by Company and Parent of the
Amended



                                       12

<PAGE>



Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other  action to, with or by, any  federal,  state or other
governmental authority or regulatory body.

                 E. Binding Obligation. This Amendment and the Amended Agreement
have been duly  executed and delivered by Company and Parent and are the legally
valid and binding obligations of each of Company and Parent, enforceable against
each of Company and Parent in accordance with their respective terms,  except as
may be limited by bankruptcy, insolvency, reorganization,  moratorium or similar
laws  relating  to or  limiting  creditors'  rights  generally  or by  equitable
principles relating to enforceability.

                 F. Incorporation of Representations  and Warranties From Credit
Agreement.  The  representations  and  warranties  contained in Section 5 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the Second Amendment  Effective Date to the same extent as
though made on and as of that date,  except to the extent  such  representations
and warranties  specifically  relate to an earlier date, in which case they were
true,  correct and complete in all  material  respects on and as of such earlier
date.

                 G. Absence of Default.  No event has occurred and is continuing
or will result from the  consummation of the  transactions  contemplated by this
Amendment  that would  constitute  an Event of Default or a  Potential  Event of
Default.

                 Section 6.  MISCELLANEOUS

                 A.  Reference  to and  Effect on the Credit  Agreement  and the
Other Loan Documents.

                 (i) On and after the  Second  Amendment  Effective  Date,  each
         reference  in the Credit  Agreement to "this  Agreement",  "hereunder",
         "hereof",  "herein"  or words of like  import  referring  to the Credit
         Agreement,  and each  reference  in the  other  Loan  Documents  to the
         "Credit  Agreement",  "thereunder",  "thereof"  or words of like import
         referring to the Credit  Agreement shall mean and be a reference to the
         Amended Agreement.

                 (ii)  Except as  specifically  amended by this  Amendment,  the
         Credit  Agreement  and the other Loan  Documents  shall  remain in full
         force and effect and are hereby ratified and confirmed.

                 (iii) The execution, delivery and performance of this Amendment
         shall not, except as expressly provided herein,  constitute a waiver of
         any provision of, or operate as a waiver of any right,  power or remedy
         of  Administrative  Agent or any Lender under,  the Credit Agreement or
         any of the other Loan Documents.

                 B. Fees and Expenses. Company acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative


                                       13

<PAGE>



Agent and its counsel  with  respect to this  Amendment  and the  documents  and
transactions contemplated hereby shall be for the account of Company.

                 C. Headings.  Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

                 D.   Applicable   Law.  THIS   AMENDMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                 E.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed and  delivered  shall be deemed an  original,  but all
such  counterparts  together shall  constitute but one and the same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document.



                  [Remainder of page intentionally left blank]



                                       14

<PAGE>



                 IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be duly  executed  and  delivered  by  their  respective  officers
thereunto duly authorized as of the date first written above.

                              CFP HOLDINGS, INC.



                              By:_________________________________________
                                    Name:
                                    Title:



                              CFP GROUP, INC.



                              By:_________________________________________
                                    Name:
                                    Title:



                              Q.F. ACQUISITION CORP. (for purposes of
                              Section 4 only), as a Credit Support Party



                              By:_________________________________________
                                    Name:
                                    Title:



                              CUSTOM FOOD PRODUCTS, INC. (for
                              purposes of Section 4 only), as a Credit Support
                              Party



                              By:_________________________________________
                                    Name:
                                    Title:





                                       S-1

<PAGE>


                              NATIONSBANK OF TEXAS, N.A., individually
                              and as Administrative Agent



                              By:_________________________________________
                                    Name:
                                    Title:


                              FLEET NATIONAL BANK, individually and
                              as Documentation Agent



                              By:_________________________________________
                                    Name:
                                    Title:



                                       S-2