Exhibit 2

                                                  AGREEMENT  OF MERGER  dated as
                                               of  June  28,  1999,  between  QF
                                               ACQUISITION   CORP.,  a  Delaware
                                               corporation  ("QFAC"),  and QFAC,
                                               LLC, a Delaware limited liability
                                               company ("LLC").

         CFP  Holdings,  Inc.,  a Delaware  corporation  ("Holdings"),  owns 100
percent  of the  outstanding  capital  stock  of  QFAC  and 100  percent  of the
outstanding  limited  liability  company  interests  ("LLC  Interests")  of LLC.
Holdings has approved the terms and  provisions of this  Agreement in accordance
with the General  Corporation  Law of the State of Delaware (the "DGCL") and the
Limited  Liability  Company  Act of the State of Delaware  (the "LLC Act").  The
board of  directors  of QFAC and the board of managers of LLC have duly  adopted
and  approved  this  Agreement  pursuant  to the  DGCL and the  By-laws  of LLC,
respectively.

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
from this Agreement, the parties hereby agree as follows:


                                   ARTICLE I

                                   THE MERGER

1.1 The Merger.  In accordance with the provisions of this Agreement and the LLC
Act, QFAC shall be merged (the "Merger") with and into LLC,  which, at and after
the  Effective  Time  shall be,  and is  sometimes  herein  referred  to as, the
"Surviving  Company".  QFAC  and LLC are  sometimes  herein  referred  to as the
"Constituent Entities".

1.2  Effective  Time of the  Merger.  The Merger  shall  become  effective  (the
"Effective  Time")  upon the  filing  of a  certificate  of  merger  in the form
attached  hereto  as  Exhibit  A with the  Secretary  of  State of the  State of
Delaware.

1.3 Effect of Merger.  At the  Effective  Time,  the separate  existence of QFAC
shall cease and QFAC shall be merged with and into the  Surviving  Company,  and
the Surviving  Company  shall  continue in existence and the Merger shall in all
respects have the effects provided for by the LLC Act. Upon  consummation of the
Merger,  all  previously  issued and  outstanding  shares of stock of QFAC shall
automatically  be  cancelled.  At the  Effective  Time,  all of the  assets  and
liabilities of QFAC shall automatically become the assets and liabilities of the
Surviving  Company,  which shall have the benefit of all rights, and be bound by
all  obligations,  of QFAC, as if the Surviving  Company had originally been the
beneficiary  or  obligor  with  respect  to  such  rights  or  obligations,   as
applicable.

1.4 Charter and By-Laws of Surviving Company. From and after the Effective Time,
(a) the  Certificate  of Formation of LLC shall be the  Certificate of Formation
(the  "Surviving  Certificate")  of the  Surviving  Company,  unless  and  until
altered,  amended  or  repealed  as  provided  in the LLC Act or such  Surviving
Certificate,  and (b) the by-laws of LLC shall be the  by-laws of the  Surviving
Company (the "Surviving By-Laws"), unless and until altered, amended or repealed
as provided in the LLC Act, the Surviving Certificate or the Surviving By-Laws.

1.5  Directors and Officers of Surviving  Company.  From and after the Effective
Time,  the managers  and  officers of LLC shall be the  managers  and  officers,
respectively, of the Surviving



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Company,  unless and until removed,  or until their  respective  terms of office
shall have expired,  in accordance  with the LLC Act, the Surviving  Certificate
and the Surviving By-Laws, as applicable.


                                   ARTICLE II

           EFFECT OF THE MERGER ON THE CAPITAL STOCK AND LLC INTERESTS
                         OF THE CONSTITUENT CORPORATIONS

2.1 Total  Consideration;  Effect on  Capital  Stock and LLC  Interests.  At the
Effective  Time,  subject  and  pursuant  to the  terms and  conditions  of this
Agreement,  by virtue of the  Merger and  without  any action on the part of the
Constituent  Entities  or the holders of the  capital  stock of the  Constituent
Entities:

         (a) Capital Stock of QFAC. Each issued and outstanding share of Class A
Common Stock, $.01 par value, of QFAC, Class B Common Stock, $.01 par value, and
Preferred  Stock,  $.01 par  value,  of QFAC  shall be  canceled.  All shares of
treasury stock of QFAC shall be canceled and retired.

         (b) LLC  Interests of LLC.  Each  member's  percentage  interest in LLC
immediately prior to the Effective Date shall remain the percentage  interest of
such member and shall continue to be outstanding, unimpaired by the Merger.


                                  ARTICLE III

                             APPROVAL OF AGREEMENT;
                                 FILING THEREOF

3.1  Approval.  The holders of all shares of QFAC and all LLC  Interests of LLC,
respectively,  entitled to vote thereon have approved,  by written consent,  the
Merger  and this  Agreement.  The  board of  directors  of QFAC and the board of
managers of LLC have,  by  resolutions  duly adopted,  unanimously  approved and
adopted the Merger and this Agreement.


                                   ARTICLE IV

                                  MISCELLANEOUS

4.1 Amendment.  This Agreement may be amended by the  Constituent  Entities,  by
action taken by their  respective  boards of directors or managers,  as the case
may be, at any time  prior to the  Effective  Time.  This  Agreement  may not be
amended  except  by an  instrument  in  writing  signed on behalf of each of the
Constituent Entities.

4.2 Entire  Agreement.  This Agreement  contains the entire  agreement among the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby  and
supersedes  all prior  arrangements  or  understandings,  written or oral,  with
respect thereto.

4.3 Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered  personally or sent by
nationally-recognized



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overnight  courier or by registered or certified mail,  postage prepaid,  return
receipt  requested  or  by  telecopier,  with  confirmation  as  provided  above
addressed as follows:

                               (a) if to QFAC, to:

                                   QF Acquisition Corp.
                                   5501 Tabor Road
                                   Philadelphia, PA  19107
                                   Attention:  President

                               (b) if to LLC, to:

                                   QFAC, LLC
                                   5501 Tabor Road
                                   Philadelphia, PA  19107
                                   Attention:  President

or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other party in writing in accordance herewith. All such notices
or  communications  shall be deemed to be  received  (i) in the case of personal
delivery  or  telecopy,  on the  date of  such  delivery,  (ii)  in the  case of
nationally-recognized overnight courier, on the next business day after the date
when sent and (iii) in the case of mailing,  on the third business day following
the date on which the piece of mail containing such communication was posted.

4.4  Counterparts.  This Agreement may be executed in any number of counterparts
by original or facsimile  signature,  each such counterpart shall be an original
instrument, and all such counterparts together shall constitute one and the same
agreement.

4.5 Benefits of Agreement.  All the terms and provisions of this Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors  and  permitted  assigns.  This  Agreement  shall  not be
assignable by any party hereto without the consent of the other party hereto.

4.6  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  applicable to contracts made
and to be performed wholly therein.

4.7 Descriptive  Headings.  Descriptive  headings are for  convenience  only and
shall not control or affect the meaning or construction of any provision of this
Agreement.


                                     * * * *


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         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  of Merger to be executed  and  delivered on its behalf as of the date
first above written.


                                            QF ACQUISITION CORP.


                                            By: ________________________________
                                                Name:
                                                Title:


                                            QFAC, LLC


                                            By: ________________________________
                                                Name:
                                                Title: