Exhibit 10.2

                         PLEDGE AND SECURITY AGREEMENT
                             (Membership Interest)

         This PLEDGE AND  SECURITY  AGREEMENT,  made this ___ day of June,  1999
between  CFP  HOLDINGS,  INC.,  a Delaware  corporation,  ("Pledgor")  and FLEET
CAPITAL CORPORATION ("Lender").


                                   BACKGROUND

         Pledgor, Custom Food Products,  Inc., QFAC, LLC (as successor by merger
to QF Acquisition  Corp.) (each a "Borrower" and collectively,  "Borrowers") and
Lender are parties to a Loan and Security  Agreement dated as of May 5, 1998 (as
amended,  modified and  supplemented  from time to time,  the "Loan  Agreement")
pursuant to which Lender provides certain financial accommodations to Borrowers.
In order to induce Lender to enter into the Loan Agreement,  Pledgor  previously
agreed to pledge and grant to Lender a security  interest in the shares of stock
of QF Acquisition Corp. owned by Pledgor.

         Pledgor as sole  stockholder of QF  Acquisition  Corp. has formed QFAC,
LLC ("LLC")  pursuant to a Certificate  of Formation  dated as of April 15, 1999
and has merged QF Acquisition  Corp. into LLC pursuant to an Agreement of Merger
dated as of June __,  1999.  Pledgor has  entered  into that  certain  Operating
Agreement of LLC ("Operating Agreement") dated as of June __, 1999.

         In order to induce Lender to enter into the Loan Agreement, Pledgor has
agreed to pledge and grant to Lender a security  interest in the  Collateral (as
hereafter defined) of Pledgor on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged,  the parties
hereto agree as follows:

         1. Definitions. All capitalized terms used herein which are not defined
shall have the meanings given to them in the Loan Agreement.

         2. Pledge and Grant of Security Interest.

                  To secure the full and punctual payment and performance of the
(a) Obligations  (except PMSI Loans which are secured by the Equipment  financed
thereby) and (b) all other indebtedness,  obligations and liabilities of Pledgor
or any Borrower to Lender, whether now existing or hereafter arising,  direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether  under,  pursuant  to  or  evidenced  by a  note,  agreement,  guaranty,
instrument or otherwise ((a) and (b) collectively, the "Indebtedness"),  Pledgor
hereby assigns, transfers, pledges, hypothecates and grants to Lender a security
interest in the assets of Pledgor described on Schedule A annexed hereto and all
distributions,  interest,  dividends,  options, warrants, increases, profits and
income received  therefrom,  in all  substitutions  therefor and in all proceeds
thereof in any form (collectively, the "Collateral").



<PAGE>


                  All  certificates,  if any,  representing  or  evidencing  the
Collateral  shall be  delivered  to and held by or on behalf of Lender  pursuant
hereto and shall be  accompanied  by duly  executed  instruments  of transfer or
assignment in blank, all in form and substance  satisfactory to Lender.  Pledgor
hereby  authorizes  LLC upon  demand  by  Lender to  deliver  any  certificates,
instruments  or other  distributions  issued in connection  with the  Collateral
directly  to  Lender,  in each case to be held by  Lender,  subject to the terms
hereof.  Lender shall have the right,  at any time in its discretion and without
notice to the  Pledgor,  to  transfer to or to register in the name of Lender or
any of its nominees any or all of the Collateral. In addition, Lender shall have
the  right  at any  time  to  exchange  certificates  or  instruments,  if  any,
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.

         3. Representations and Warranties of Pledgors.

                  (a)  Pledgor   represents   and  warrants  to  Lender   (which
representations  and warranties shall be deemed to continue to be made until all
of the  Indebtedness  has  been  paid in full and the  Loan  Agreement  has been
irrevocably terminated) that:

                           (i)  The  execution,   delivery  and  performance  by
Pledgor of this  Agreement and the pledge of the  Collateral  hereunder does not
and will not result in any violation of any  agreement,  indenture,  instrument,
license,  judgment, decree, order, law, statute, ordinance or other governmental
rule or regulation applicable to Pledgor.

                           (ii) This Agreement constitutes the legal, valid, and
binding obligation of Pledgor enforceable against Pledgor in accordance with its
terms.

                           (iii)  No  consent  or   approval   of  any   person,
corporation,  limited liability company, governmental body, regulatory authority
or other entity is necessary for the execution, delivery and performance of this
Agreement  by Pledgor or the  exercise by Lender of any rights  provided  for in
this  Agreement  with respect to the Collateral or for the pledge and assignment
of, and the grant of a security interest in, the Collateral hereunder.

                           (iv) Pledgor is not a party to any pending or, to the
best of Pledgor's knowledge, threatened actions or proceedings before any court,
judicial  body,   administrative   agency  or  arbitrator  which,  if  adversely
determined, could materially adversely affect the Collateral.

                           (v) The Operating  Agreement  contains no restriction
with respect to the pledge of collateral being made pursuant to this Agreement.

                           (vi)  Pledgor owns each item of the  Collateral  and,
except for the pledge and security  interest  granted  hereunder to Lender,  the
Collateral of Pledgor is subject to no prior Lien or to any agreement purporting
to grant to any Person a Lien upon the Collateral.

                           (vii) The pledge and assignment of the Collateral and
the grant of a security  interest under this Agreement vest in Lender all rights
of Pledgor in the Collateral as contemplated by this Agreement.



<PAGE>


                  (b) Pledgor  hereby  represents  and warrants to Lender (which
representations  and warranties shall be deemed to continue to be made until all
of the  Indebtedness  has  been  paid in full and the  Loan  Agreement  has been
irrevocably  terminated),  in addition to the representations and warranties set
forth in Section 3.(a) above that:

                           (i) Pledgor has the requisite  power and authority to
enter into this Agreement,  to pledge the Collateral for the purposes  described
herein and to carry out the transactions contemplated by this Agreement.

                           (ii)  The  execution,  delivery  and  performance  by
Pledgor of this Agreement have been duly and properly authorized.

         4.  Affirmative  Covenants.  Until such time as all of the Indebtedness
has been paid in full and the Loan  Agreement has been  irrevocably  terminated,
Pledgor shall:

                  (a) Defend the  Collateral  against  the claims and demands of
all other parties and keep the Collateral  free from all security  interests and
other  encumbrances,  except for the  security  interest  granted  hereunder  to
Lender.

                  (b) In the event Pledgor comes into  possession of any portion
of the  Collateral in violation of the terms and  provisions of this  Agreement,
hold the same in trust for Lender and deliver to Lender such  Collateral  in the
form so received no later than one (1) Business Day following  Pledgor's receipt
thereof.

                  (c) In the event any  portion of the  Collateral  is held by a
third  party,  take all  action  that  Lender  may  reasonably  request so as to
maintain  the  validity,  enforceability,  perfection  and  priority of Lender's
security interest in the Collateral.

                  (d) Pledgor will promptly  deliver or cause to be delivered to
Lender all (i) notices and  statements  relating to the  Collateral  received by
Pledgor and (ii) all  notices  received  by Pledgor  relating  to the  Operating
Agreement.

                  (e) Notify  Lender  promptly  of any  material  adverse  event
relating to the  Collateral or any material  adverse  change in the value of the
Collateral.

                  (f) At the written request of Lender at any time and from time
to time, at Pledgor's  sole  expense,  promptly take such action and execute and
deliver such  financing  statements  and further  instruments  and  documents as
Lender  may  reasonably  request  in order to more fully  perfect,  evidence  or
effectuate the pledge and assignment hereunder and the security interest granted
hereby and to enable  Lender to exercise  and  enforce  its rights and  remedies
hereunder.  Pledgor  authorizes  Lender to file without the signature of Pledgor
one or more financing or continuation  statements  under the Uniform  Commercial
Code (the "UCC")  relating to Pledgor's  Collateral,  naming  Lender as "secured
party".  In the event  Lender  files a  financing  statement  without  Pledgor's
signature, Lender shall promptly deliver copies thereof to Pledgor.



<PAGE>


                  (g) Furnish to Lender such other  information  relating to the
Collateral as Lender may from time to time reasonably request.

                  (h) Promptly furnish Lender,  all notices delivered by Pledgor
to any third party under the terms and provisions of the Operating Agreement.

         5. Negative  Covenants.  Until such time as the  Indebtedness  has been
paid in full and the Loan  Agreement has been  irrevocably  terminated,  Pledgor
shall not:

                  (a)  Sell,   convey,  or  otherwise  dispose  of  any  of  the
Collateral  or any  interest  therein  or incur or permit  to exist any  pledge,
mortgage,  lien,  charge,  encumbrance or any security interest  whatsoever with
respect to the  Collateral  or the  proceeds  thereof  other  than that  created
hereby.

                  (b)  Enter  into  any  amendment  of or  modification  to  the
Operating  Agreement  without Lender's prior written consent which consent shall
not be unreasonably withheld.

         6. Events of Default.

                  The term "Event of Default"  wherever  used herein  shall mean
the occurrence of any one of the following events:

                  (a) An "Event of  Default" as such term is defined in the Loan
Agreement shall have occurred;

                  (b) Pledgor's  shall default in its  performance of any of its
obligations under any agreement between Pledgor and Lender,  including,  without
limitation, this Agreement;

                  (c) Any representation,  warranty,  statement or covenant made
or  furnished  to  Lender by or on behalf of  Pledgor  in  connection  with this
Agreement  proves  to have  been  false in any  material  respect  when  made or
furnished or is breached, violated or not complied with;

                  (d)  Pledgor  shall (i) apply  for,  consent  to, or suffer to
exist the appointment of, or the taking of possession by, a receiver, custodian,
trustee,  liquidator  or similar  fiduciary of itself or of all or a substantial
part  of his  property,  (ii)  make a  general  assignment  for the  benefit  of
creditors, (iii) commence a voluntary case under any state or federal bankruptcy
laws  (as now or  hereafter  in  effect),  (iv) be  adjudicated  a  bankrupt  or
insolvent,  (v) file a  petition  seeking  to take  advantage  of any  other law
providing  for  the  relief  of  debtors,  (vi)  acquiesce  to,  or fail to have
dismissed,  within  thirty  (30)  days,  any  petition  filed  against it in any
involuntary  case under such  bankruptcy  laws, or (vii) take any action for the
purpose of effecting any of the foregoing; or

         7. Remedies.

                  Upon the occurrence of an Event of Default and so long as such
Event of Default is continuing Lender may:



<PAGE>


                           (i) Demand, collect, receipt for, settle, compromise,
adjust, sue for, foreclose or realize upon the Collateral (or any part thereof),
as Lender may determine in its sole discretion;

                           (ii) Require that all distributions and other amounts
payable with  respect to the  Collateral  be  delivered to Lender as  additional
collateral security for the Indebtedness; and

                           (iii) Subject to the  requirements of applicable law,
sell,  assign  and  deliver  the  whole  or,  from  time to time any part of the
Collateral  for such  price or  prices  and on such  terms as Lender in its sole
discretion may determine.

                  Pledgor  acknowledges that ten (10) days' prior written notice
of the time and place of any sale of any of the Collateral or any other intended
disposition  thereof shall be reasonable and sufficient notice to Pledgor within
the meaning of the UCC.  Pledgor hereby waives and releases any and all right or
equity of redemption, whether before or after sale hereunder. In addition to the
foregoing,  Lender shall have all of the rights and remedies of a secured  party
under applicable law and the UCC.

         8. Proceeds of Collateral  Agreement.  The proceeds of any  disposition
under this  Agreement of the  Collateral  pledged to Lender by Pledgor  shall be
applied as follows:

                  (a) First,  to the payment of all costs,  expenses and charges
of Lender incurred in connection with the care and safekeeping of the Collateral
(including,   without  limitation,  the  expenses  of  any  sale  or  any  other
disposition of any of the  Collateral),  the expenses of any taking,  reasonable
attorneys'  fees and  expenses,  court  costs,  any other  expenses  incurred or
expenditures  or  advances  made by Lender in  connection  with the  protection,
enforcement  or  exercise  of its rights,  powers or  remedies  hereunder,  with
interest on any such  reimbursement at the rate prescribed in the Loan Agreement
as the Default Rate for Base Rate Loans from the date of payment;

                  (b) Second, to the payment of the Indebtedness, in whole or in
part,  in such order as Lender may elect,  whether or not such  Indebtedness  is
then due;

                  (c)  Third,  to such  persons,  firms  corporations  or  other
entities as required by applicable law including,  without  limitation,  Section
9-504(1)(c) of the UCC; and

                  (d) Fourth,  to the extent of any surplus to the Pledgor or as
a court of competent jurisdiction may direct.

         9. No  Waiver.  Any and all of  Lender's  rights  with  respect  to the
pledge,  assignment  and security  interest  granted  hereunder  shall  continue
unimpaired,  and Pledgor shall be and remain  obligated in  accordance  with the
terms hereof,  notwithstanding (a) the bankruptcy,  insolvency or reorganization
of Pledgor,  (b) the release or  substitution  of any item of  Collateral at any
time,  or of any rights or  interests  therein,  or (c) any delay,  extension of
time, renewal,  compromise or other indulgence granted by Lender in reference to
any of the  Obligations.  Pledgor  hereby  waives all notice of any such  delay,
extension, release,  substitution,  renewal, compromise or other indulgence, and
hereby  consents to be bound hereby as fully and  effectively  as if Pledgor had
expressly agreed



<PAGE>


thereto in advance.  No delay or extension of time by Lender in  exercising  any
power of sale,  option or other  right or remedy  hereunder,  and no  failure by
Lender to give notice or make  demand,  shall  constitute a waiver  thereof,  or
limit,  impair or prejudice Lender's right to take any action against Pledgor or
to exercise any other power of sale, option or any other right or remedy.

         10. Expenses.  The Collateral shall secure, and Pledgor shall be liable
for and  shall  pay to  Lender  on  demand,  from  time to  time,  all  expenses
(including  but not  limited  to,  attorneys'  fees and  costs,  taxes,  and all
transfer,  recording,  filing  and other  charges)  of, or  incidental  to,  the
custody,  care,  transfer and  administration  of the Collateral,  or in any way
relating  to the  enforcement,  protection  or  preservation  of the  rights  or
remedies of Lender under this Agreement.

         11.  Lender  Appointed  Attorney-In-Fact  and  Performance  by  Lender.
Pledgor hereby irrevocably constitutes and appoints Lender as Pledgor's true and
lawful   attorney-in-fact,   with  full  power  of  substitution,   to  execute,
acknowledge and deliver any  instruments and to do in Pledgor's name,  place and
stead,  all such acts,  things and deeds for and on behalf of and in the name of
Pledgor,  which  Pledgor  could or might do or which Lender may deem  necessary,
desirable or  convenient  solely to accomplish  the purposes of this  Agreement,
including,  without  limitation,  to execute such  instruments  of assignment or
transfer or orders and to register,  convey or otherwise  transfer  title to the
Collateral into Lender's name;  provided that such power of attorney may only be
exercised by Lender  following the occurrence  and during the  continuance of an
Event  of  Default.   Pledgor  hereby   ratifies  and  confirms  all  that  said
attorney-in-fact  may so do and hereby  declares  this power of  attorney  to be
coupled  with an  interest  and  irrevocable.  If Pledgor  fails to perform  any
agreement  herein  contained,  Lender  may itself  perform or cause  performance
thereof,  and any expenses of Lender  incurred in connection  therewith shall be
paid by Pledgor as provided in Section 10 hereof.

         12.  Distributions.  Unless an Event of Default shall have occurred and
be  continuing,  Pledgor  shall be entitled to collect and receive for Pledgor's
own use distributions and other amounts paid with respect to the Collateral.

         13.  Captions.  All captions in this Agreement are included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.

         14.  Termination.  Upon payment in full of all the  Obligations and the
irrevocable  termination of the Loan  Agreement,  this Agreement shall terminate
and Lender  shall  execute  and  deliver to Pledgor  all such  releases,  deeds,
assignments  and other  instruments  as may be necessary or proper to re-vest in
Pledgor full title to the Collateral,  subject to any disposition  thereof which
may have been made by Lender pursuant hereto.

         15. Miscellaneous.

                  (a) This Agreement  constitutes the entire and final agreement
among the  parties  with  respect to the  subject  matter  hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties.



<PAGE>


                  (b) No  waiver  of any term or  condition  of this  Agreement,
whether by delay,  omission or otherwise,  shall be effective  unless in writing
and signed by the party  sought to be  charged,  and then such  waiver  shall be
effective only in the specific instance and for the purpose for which given.

                  (c) In the event that any  provision of this  Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this  Agreement  shall,  to any extent,  be invalid or  unenforceable  under any
applicable statute,  regulation,  or rule of law, such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held invalid or  unenforceable,  shall not be affected
thereby  nor shall  same  affect the  validity  or  enforceability  of any other
provision of this Agreement.

                  (d) This  Agreement  shall be  binding  upon  Pledgor  and its
administrators, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.

                  (e) Any notice or request hereunder may be given to Pledgor or
to Lender at their respective addresses set forth below or at such other address
as may  hereafter be specified in a notice  designated  as a notice of change of
address under this Section.  Any notice or request  hereunder  shall be given by
(a) hand delivery,  (b) registered or certified mail, return receipt  requested,
or (c)  telecopy  to the  number  set out  below  (or such  other  number as may
hereafter be specified in a notice  designated as a notice of change of address)
with  electronic  confirmation  of  receipt.  Any notice or other  communication
required or permitted  pursuant to this Agreement shall be deemed given (a) when
personally delivered to any officer of the party to whom it is addressed, (b) on
the  earlier  of actual  receipt  thereof  or three (3) days  following  posting
thereof by certified or registered  mail,  postage  prepaid,  or (c) upon actual
receipt thereof when sent by a recognized overnight delivery service or (d) upon
actual  receipt  thereof when sent by  telecopier  or the number set forth below
with telephone  communication  confirming receipt and subsequently  confirmed by
registered,  certified or overnight mail to the address set forth below, in each
case  addressed  to each party at its  address  set forth below or at such other
address as has been furnished in writing by a party to the other by like notice:

                  (A)  If to Lender:    Fleet Capital Corporation
                                        200 Glastonbury Boulevard
                                        Glastonbury, Connecticut
                                        Telephone: 860-659-3200
                                        Telecopy:  860-657-7759
                                        Attention: Northeast Loan Administration
                                                   Manager



<PAGE>


                       with a copy to:  Hahn & Hessen LLP
                                        350 Fifth Avenue, Suite 3700
                                        New York, New York 10118
                                        Attention: Daniel J. Krauss, Esq.
                                        Telephone: 212-736-1000
                                        Telecopy:  212-594-7167

                  (B)  If to Pledgor:   CFP Holdings, Inc.
                                        117 West Olympia Boulevard
                                        Montebello, California 90640
                                        Attention: Chief Financial Officer
                                        Telephone: (213) 727-0900
                                        Telecopy:  (213) 727-0412

                       with a copy to:  O'Sullivan Graev & Karabell
                                        30 Rockefeller Plaza
                                        New York, New York 10112
                                        Attention: Stewart Kagan, Esq.
                                        Telephone: (212) 408-2400
                                        Telecopier:(212) 408-2420


                  (f) This  Agreement  shall be  governed by and  construed  and
enforced in all  respects in  accordance  with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.

                  (g) PLEDGOR AND LENDER EACH HEREBY EXPRESSLY WAIVE ANY AND ALL
RIGHTS  TO A TRIAL  BY JURY IN ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF THIS
AGREEMENT OR IN ANY WAY CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE  TRANSACTIONS  RELATING HERETO OR THERETO,  IN EACH CASE WHETHER
NOW EXISTING OR  HEREAFTER  ARISING AND WHETHER  SOUNDING IN  CONTRACT,  TORT OR
OTHERWISE;  AND PLEDGOR AND LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH
ACTIONS OR  PROCEEDINGS  SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
EITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY TO THE WAIVER OF ITS
RIGHT BY TRIAL BY JURY.

                  (h) PLEDGOR  EXPRESSLY  CONSENTS TO THE JURISDICTION AND VENUE
OF THE SUPREME  COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK,  AND OF THE
UNITED  STATES  DISTRICT  COURT FOR THE  SOUTHERN  DISTRICT  OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL  PROCEEDING BY PLEDGOR
AGAINST LENDER INVOLVING,  DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF,  RELATED TO OR CONNECTED  WITH THIS  AGREEMENT  SHALL BE



<PAGE>


BROUGHT ONLY IN THE SUPREME  COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK
OR THE UNITED  STATES  DISTRICT  COURT FOR THE  SOUTHERN  DISTRICT  OF NEW YORK.
PLEDGOR FURTHER  CONSENTS THAT ANY SUMMONS,  SUBPOENA OR OTHER PROCESS OR PAPERS
(INCLUDING,  WITHOUT  LIMITATION,  ANY NOTICE OR MOTION OR OTHER  APPLICATION TO
EITHER  OF THE  AFOREMENTIONED  COURTS  OR A JUDGE  THEREOF)  OR ANY  NOTICE  IN
CONNECTION  WITH ANY PROCEEDINGS  HEREUNDER,  MAY BE SERVED INSIDE OR OUTSIDE OF
THE STATE OF NEW YORK OR THE  SOUTHERN  DISTRICT  OF NEW YORK BY  REGISTERED  OR
CERTIFIED MAIL,  RETURN RECEIPT  REQUESTED,  OR BY PERSONAL  SERVICE  PROVIDED A
REASONABLE  TIME FOR APPEARANCE IS PERMITTED,  OR IN SUCH OTHER MANNER AS MAY BE
PERMISSIBLE  UNDER THE RULES OF SAID  COURTS.  PLEDGOR  WAIVES ANY  OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE  BASED  ON LACK OF  JURISDICTION  OR  VENUE  OR  BASED  UPON  FORUM  NON
CONVENIENS.

                  (i)  This   Agreement   may  be   executed   in  one  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
agreement. Any signature delivered by telecopy shall be deemed to be an original
signature hereunder.



<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.


                                            CFP HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Its:


                                            FLEET CAPITAL CORPORATION

                                            By: ________________________________
                                                Name:
                                                Its:



<PAGE>


STATE OF _________________          )
                                    :  ss.:
COUNTY OF ________________          )

         On the _______ day of May, 1999, before me personally came ___________,
to me  known,  who being by me duly  sworn,  did  depose  and say that he is the
___________________________  of CFP HOLDINGS, INC., the corporation described in
and which  executed the above  instrument and that he signed his name thereto by
like order of the board of directors of said corporation.


                                                 _______________________________
                                                          Notary Public



<PAGE>


                                   SCHEDULE A

                            Description of Collateral

         All of Pledgor's now owned and hereafter  acquired rights and interests
in QFAC, LLC and its successors (the "Company"),  including, without limitation,
all distributions,  interest,  dividends,  options, warrants, increases, profits
and income from the Company.



<PAGE>


STATE OF NEW YORK          )
                           )  ss.:
COUNTY OF NEW YORK         )

         On  the  ____  day  of   June,   1999   before   me   personally   came
__________________, to me known, who, being by me duly sworn, did depose and say
that he is  the_____________  of  FLEET  CAPITAL  CORPORATION,  the  corporation
described in and which executed the above instrument; and that he was authorized
to sign his name thereto on behalf of said corporation.


                                                 _______________________________
                                                 Notary Public


<PAGE>


                                  June __, 1999


QFAC, LLC



         Re: Security Interest in Membership Interests

Gentlemen:

         The  undersigned  has  pledged  and  granted a security  interest  (the
"Lien")  to Fleet  Capital  Corporation,  ("Lender"),  in all of its  respective
right,  title and interest in and to the assets  described on Schedule A annexed
hereto, together with all distributions, interest, dividends, options, warrants,
increases, profits and income received therefrom, all substitutions therefor and
all proceeds thereof (the "Collateral").

         QFAC,  LLC (the  "Company") is hereby  authorized  and  directed,  upon
notice to the Company by Lender, to remit to Lender all distributions  under the
Operating  Agreement  dated as of June __, 1999  entered into by Pledgor as sole
member of the Company  and all other  amounts  payable  from time to time by the
Company  to  the  undersigned.  Lender  is  hereby  irrevocably  authorized  and
empowered to ask,  demand,  receive and give acquittance for any and all amounts
which may be or become due or payable, or remain unpaid at any time and times to
the  undersigned  by the  Company,  and to endorse any  checks,  drafts or other
orders for the payment of money payable to the  undersigned in payment  thereof,
and in Lender's  discretion  to file any claims or take any action or  institute
any proceeding,  either in its own name or in the name of any of the undersigned
or otherwise,  which Lender may deem  necessary or advisable in order to collect
all distributions and all other amounts payable from time to time by the Company
to the  undersigned.  The Company is hereby  authorized  to  recognize  Lender's
claims to rights hereunder without investigating any reason for any action taken
by Lender or the  application  to be made by Lender of any of the  amounts to be
paid to Lender  hereunder  and the  undersigned  releases  the Company  from all
liability  in  connection  therewith.  Checks  for all or any  part of the  sums
payable  under this letter  agreement  shall be drawn to the sole and  exclusive
order of Lender.



<PAGE>


         The foregoing  instructions,  being coupled with an interest,  shall be
irrevocable.


                                            Very truly yours,

                                            CFP HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Its:


ACCEPTED AND AGREED TO:


QFAC, LCC


By: ________________________

Its: _______________________


<PAGE>


                                   SCHEDULE A

                            Description of Collateral

         All of CFP Holdings, Inc.'s now owned and hereafter acquired rights and
interests in QFAC, LLC and its successors (the  "Company"),  including,  without
limitation,   all  distributions,   interest,   dividends,   options,  warrants,
increases, profits and income from the Company.