Exhibit 10.1


                       AMENDMENT AND ASSUMPTION AGREEMENT

         AMENDMENT AND ASSUMPTION  AGREEMENT  ("Agreement") dated as of June __,
1999 by and between QF ACQUISITION CORP., a corporation organized under the laws
of the State of  Delaware  ("QFAC"),  QFAC,  LLC,  a limited  liability  company
organized under the laws of the State of Delaware ("LLC"), CFP HOLDINGS, INC., a
corporation  organized  under  the laws of the State of  Delaware  ("Holdings"),
Custom Food Products,  Inc., a corporation organized under the laws of the State
of California  ("Custom") and FLEET CAPITAL  CORPORATION,  with an office at 200
Glastonbury Boulevard, Glastonbury, Connecticut 06033 ("Lender").


                                   BACKGROUND

     Holdings,  Custom,  QFAC and  Lender  are  parties  to a Loan and  Security
Agreement  dated as of May 5, 1998 (as same has been  amended,  supplemented  or
otherwise  modified from time to time, the "Loan  Agreement")  pursuant to which
Lender provides Holdings, Custom and QFAC with certain financial accommodations.

         Pursuant to the terms of a Merger Agreement ("Merger  Agreement") dated
as of the date hereof  between  QFAC and LLC,  QFAC shall merge with LLC and LLC
shall be the surviving company and LLC shall assume all of QFAC's obligations to
Lender under the Loan Documents (as amended, restated, modified and supplemented
from time to time, the "Assigned Documents").

         In  connection  with  the  transactions   contemplated  by  the  Merger
Agreement,  all of QFAC's rights and  obligations  under the Assigned  Documents
shall automatically  become the rights and obligations of LLC and LLC shall have
the  benefit  of all rights of QFAC and be bound by all  obligations  of QFAC to
Lender under the Assigned  Documents,  in each case on the terms and  conditions
set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and  for  other
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, QFAC, LLC, Holdings, Custom and Lender hereto agree as follows:

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

         2. LLC hereby assumes in full, the payment, discharge, satisfaction and
performance  of all  obligations  of  QFAC  under  the  Loan  Agreement  and all
obligations,  indebtedness  and  liabilities  of QFAC to  Lender  under the Loan
Documents.  LLC  hereby  adopts  all of the  provisions,  terms  and  conditions
contained in the Loan  Agreement as if the Loan Agreement and the Loan Documents
had been entered into by and between LLC and Lender.

         3.  QFAC and LLC  hereby  acknowledge  that each will from time to time
after the  execution  hereof,  upon  request of Lender,  execute  and deliver to
Lender such further



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instruments,  agreements and  documents,  and take such further action as Lender
may request in connection with the transactions herein contemplated.

         4. Subject to  satisfaction  of the  conditions  precedent set forth in
Section  6  below,  Lender  hereby  consents  to the  formation  of LLC  and the
execution of the Merger  Agreement by the parties  thereto and the  transactions
contemplated  therein  and  waives  any  Event  of  Default  arising  out of the
formation  of  LLC or  the  execution  of or  consummation  of the  transactions
contemplated by the Merger Agreement.

         5. The Loan Agreement is hereby amended as follows:

         (a) Section 1 is amended as follows:

                  (i) the following  defined  terms are hereby  amended in their
         entirety as follows:

                           "Borrower"- individually or collectively,  any or all
                  of Holdings, Custom and/or LLC, as the context requires.

                           "Pledge  Agreements"  collectively,  (a)  the  Pledge
                  Agreements  dated the Closing Date and executed and  delivered
                  to Lender by (i) Group with  respect to stock of Holdings  and
                  (ii)  Holdings with respect to the stock of Custom and (b) the
                  Pledge  Agreement  dated as of June __, 1999 by Holdings  with
                  respect to membership interests of LLC.

                           "Voting  Stock"-Securities or membership interests of
                  any class or classes  of a  corporation  or limited  liability
                  company,  as the  case  may  be,  the  holders  of  which  are
                  ordinarily, in the absence of contingencies, entitled to elect
                  a majority of the  corporate or company  directors (or Persons
                  performing similar functions).

                  (ii)  the  following  defined  term  is  hereby  added  in its
         appropriate alphabetical order:

                           "LLC" -  QFAC,  LLC,  a  Delaware  limited  liability
                  company.

         (b) Section 8.1(A) is amended in its entirety as follows:

                                    (A)  Organization  and  Qualification.  Each
         Borrower is a corporation or limited  liability company duly organized,
         validly   existing  and  in  good  standing   under  the  laws  of  the
         jurisdiction  of its  incorporation  or formation,  as the case may be,
         listed on Exhibit 8.1(A) attached  hereto and made a part hereof.  Each
         Borrower has duly  qualified and is authorized to do business and is in
         good standing in each state or  jurisdiction  listed on Exhibit  8.1(A)
         which includes all states and jurisdictions  where the character of its
         Properties  or the  nature of its



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         activities make such qualification necessary,  except where the failure
         to so qualify would not have a Material Adverse Effect.

         (c) Section 8.1(C) is amended in its entirety as follows:

                           (C)  Power  and  Authority.  Each  Borrower  is  duly
         authorized  and empowered to enter into,  execute,  deliver and perform
         this  Agreement  and each of the other Loan  Documents to which it is a
         party.  The execution,  delivery and  performance of this Agreement and
         each of the other  Loan  Documents  have been  duly  authorized  by all
         necessary  action and do not and will not (i)  require  any  consent or
         approval  of its  shareholders  or  members,  as the case may be;  (ii)
         contravene its charter,  articles or certificate  of  incorporation  or
         certificate of formation, as applicable,  or its operating agreement or
         by-laws,  as applicable;  (iii) violate, or cause any Borrower to be in
         default under, any provision of any law, rule, regulation, order, writ,
         judgment,  injunction,  decree, determination or award in effect having
         applicability to any Borrower; (iv) result in a breach of or constitute
         a default under any indenture or loan or credit  agreement or any other
         agreement,  lease or instrument to which such Borrower is a party or by
         which it or its Properties may be bound or affected;  or (v) result in,
         or  require,  the  creation  or  imposition  of any  Lien  (other  than
         Permitted  Liens)  upon or with  respect to any of the  Properties  now
         owned or hereafter acquired by any Borrower.

         (d) Section 8.1(E) is amended in its entirety as follows:

                           (E) Use of Proceeds.  Borrowers' uses of the proceeds
         of any Loans  pursuant to this  Agreement are, and will continue to be,
         legal and proper  uses,  duly  authorized  by its  respective  Board of
         Directors or Board of Managers,  as the case may be, and such uses will
         not violate in any  material  respect any  applicable  laws  including,
         without limitation, the Foreign Assets Control Regulations, the Foreign
         Funds Control  Regulations and the Transaction  Control  Regulations of
         the United States Treasury  Department (31 CFR,  Subtitle B, Chapter V,
         as amended).

         (e) Section 8.1(I) is amended in its entirety as follows:

                           (I) Capital Structure. Exhibit 8.1(I) attached hereto
         and  made a part  hereof  states  (a) the  correct  name of each of the
         Subsidiaries of each Borrower,  the  jurisdiction of  incorporation  or
         formation,  as the case may be, and the  percentage of its Voting Stock
         owned by such Borrower,  (b) the name of each Borrower's Affiliates and
         the nature of the affiliation, (c) the number, nature and holder of all
         outstanding Securities of Borrowers,  and (d) the number of authorized,
         issued and treasury shares of each Borrower. Holdings has good title to
         all of the shares of stock and  membership  interests,  as the case may
         be, it  purports  to own of Custom and LLC and each  Borrower  has good
         title to all of the  shares of stock or  membership  interests,  as the
         case may be, it purports to own of each of its respective Subsidiaries,
         free and clear in each case of any Lien other than Permitted Liens. All
         such  shares of stock and  membership  interests  have been duly issued
         and, in the case



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         of shares of stock,  are fully paid and  non-assessable.  Except as set
         forth on  Exhibit  8.1(I),  there are not  outstanding  any  options to
         purchase,   or  any  rights  or  warrants  to  subscribe  for,  or  any
         commitments  or  agreements  to issue or sell,  or any  capital  stock,
         Securities,  membership  interests or obligations  convertible into, or
         any powers of attorney  relating to, shares of the capital stock of any
         Borrower.  Except  as set  forth  on  Exhibit  8.1(I),  there  are  not
         outstanding  any  agreements  or  instruments  binding  upon any of any
         Borrower's  shareholders  or members  relating to the  ownership of its
         shares of capital stock or membership interests, as the case may be.

         (f) Section 8.1(DD) is hereby amended in its entirety as follows:

                           (B) True Copies of Charter and Other Documents.  Each
         Borrower  has  furnished  or caused to be  furnished to Lender true and
         complete copies of (a) all charter and other incorporation or formation
         documents (together with any amendments thereto),  with respect to each
         Borrower  and (b) their  respective  by-laws  or  operating  agreements
         (together with any amendments thereto).

         (g) Section 9.1(S) is amended by replacing  subsection (a) and (b) with
         the following:

                           (S) Notice of Amendment to Certain Documents. If (and
         on  each   occasion   that):   (a)  any   Borrower's   Certificate   of
         Incorporation,  Certificate of Formation or any of the charter or other
         incorporation or formation  documents of any Borrower shall at any time
         be modified or amended in any material  respect or if any new filing of
         such  documents  shall at any time take  place;  or (b) any  Borrower's
         by-laws or operating agreement shall at any time be modified or amended
         in any material respect.

         (h)  Section  9.2(U)  is  amended  by adding  the words "or  membership
         interest" after the words "capital stock."

         (i)  Exhibits  4.6,8.1(A),  8.1(B),  8.1(H),  8.1(I),  8.1(P),  8.1(Q),
         8.1(EE),  8.1(FF),  9.2(H),  9.2(P) to the Loan  Agreement are replaced
         with the corresponding schedules and exhibits to this Agreement.

         (j) All  references in the Loan Agreement to QFAC are hereby amended to
         read LLC.

         6. This  Agreement  shall become  effective  upon  satisfaction  of the
following conditions precedent:

                           (i) Lender shall have  received in form and substance
         satisfactory  to Lender four (4) copies of this Agreement duly executed
         by QFAC, Custom, Holdings and LLC;



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                           (ii) Lender shall have received in form and substance
         satisfactory  to Lender executed  copies of the Merger  Agreement,  the
         Operating Agreement of LLC and the Certificate of Formation of LLC;

                           (iii) Each document  (including,  without limitation,
         any Uniform  Commercial  Code  financing  statements)  required by this
         Agreement or under law or  reasonably  requested by Lender to be filed,
         registered  or  recorded  in order to  create,  in favor of  Lender,  a
         perfected security interest in or lien upon the Collateral owned by LLC
         shall  have  been  properly  filed,  registered  or  recorded  in  each
         jurisdiction in which the filing,  registration or recordation  thereof
         is so  required  or  requested,  and  Lender  shall  have  received  an
         acknowledgment copy, or other evidence satisfactory to it, of each such
         filing,  registration or recordation and  satisfactory  evidence of the
         payment of any necessary fee, tax or expense relating thereto;

                           (iv)  Lender  shall  have  received  a  copy  of  the
         resolutions in form and substance reasonably satisfactory to Lender, of
         the Board of Directors of LLC authorizing  (x) the execution,  delivery
         and  performance of the  Agreement,  and (y) the granting by LLC of the
         Liens upon the  Collateral  certified by the  Secretary or an Assistant
         Secretary  of  LLC  as  of  the  date  of  this  Agreement;  and,  such
         certificate shall state that the resolutions thereby certified have not
         been  amended,  modified,  revoked or  rescinded as of the date of such
         certificate;

                           (v) Lender shall have received a copy of the Articles
         or  Certificate  of  Formation  of  LLC,  and all  amendments  thereto,
         certified by the  Secretary of State or other  appropriate  official of
         its jurisdiction of  incorporation  together with copies of the by-laws
         or operating agreement of LLC certified as accurate and complete by the
         Secretary or an Assistant Secretary of LLC;

                           (vi) Lender shall have  received  the executed  legal
         opinion  of  O'Sullivan  Graev &  Karabell,  LLP in form and  substance
         satisfactory to Lender regarding the due authorization,  enforceability
         and  validity  of  this  Agreement  and the  transactions  contemplated
         herein;

                           (vii)  Lender   shall  have   received  in  form  and
         substance  satisfactory  to Lender,  certified  copies of LLC' casualty
         insurance policies, together with loss payable endorsements on Lender's
         standard  form of loss payee  endorsement  naming Lender as loss payee,
         and certified  copies of LLC' liability  insurance  policies,  together
         with endorsements naming Lender as a co-insured;

                           (viii)  Lender  shall have  received a duly  executed
         agreement  establishing  a  Dominion  Account  for LLC  with  financial
         institutions  reasonably  acceptable  to Lender for the  collection  or
         servicing of the Accounts and proceeds of the Collateral of LLC;



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                           (ix)   Lender   shall   have   received   such  other
         certificates,  instruments,  documents and agreements as may reasonably
         be required by Lender in connection with this Agreement or its counsel,
         each of which shall be in form and substance satisfactory to Lender and
         its counsel.

         7. Except as expressly  provided  herein,  all of the  representations,
warranties, terms, covenants and conditions contained in the Loan Agreement, the
Loan Documents and the Mortgage shall remain  unamended and shall continue to be
and shall remain in full force and effect in  accordance  with their  respective
terms.  The  amendment to the Loan  Agreement  set forth herein shall be limited
precisely  as  provided  for  herein  and  shall  not  be  deemed  a  waiver  or
modification  of, or an  amendment  to, any other term or  provision of the Loan
Agreement.

         8. This  Agreement  shall be governed and construed in accordance  with
the laws of the State of New York.

         9. This Agreement may be executed in one or more  counterparts  each of
which taken together shall constitute one and the same instrument. Any signature
delivered by a party via facsimile shall be deemed an original signature hereto.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year specified at the beginning hereof.


                                            QF ACQUISITION CORP

                                            By: ________________________________

                                            Its: _______________________________


                                            QFAC, LLC

                                            By: ________________________________

                                            Its: _______________________________


                                            CFP HOLDINGS, INC.

                                            By: ________________________________

                                            Its: _______________________________


                                            CUSTOM FOOD PRODUCTS, INC.

                                            By: ________________________________

                                            Its: _______________________________


                                            FLEET CAPITAL CORPORATION

                                            By: ________________________________

                                            Its: _______________________________