EXHIBIT 10.16

                     TRADEMARK COLLATERAL SECURITY AGREEMENT

         THIS TRADEMARK  COLLATERAL SECURITY AGREEMENT is made as of the ___ day
of May,  1999, by and between QF ACQUISITION  CORP.  (d/b/a  Quality  Foods),  a
Delaware  corporation  having its chief  executive  office at 5501  Tabor  Road,
Philadelphia,  Pennsylvania  13120  ("Company")  and FLEET CAPITAL  CORPORATION,
having a mailing address at 200 Glastonbury Boulevard, Glastonbury,  Connecticut
06033 ("Lender").


                                   BACKGROUND

         Custom Food  Products,  Inc.,  Company and CFP Holdings,  Inc.  (each a
"Borrower" and  collectively,  "Borrowers")  and Lender have entered into a Loan
and Security Agreement of even date herewith (as amended, modified, restated and
supplemented  from time to time, the "Loan  Agreement")  providing for loans and
advances  by  Lender to  Borrowers.  In order to induce  Lender to  execute  and
deliver the Loan Agreement, Company agreed to execute and deliver to Lender this
Trademark  Collateral  Security  Agreement  (as amended,  modified,  restated or
supplemented  from  time to  time,  the  "Security  Agreement").  This  Security
Agreement,  covering  Trademarks  (as  hereinafter  defined),  is being executed
contemporaneously  with the Loan Agreement  under which Lender is granted a lien
on and  security  interest in, inter alia,  machinery,  equipment  formulations,
manufacturing procedures,  quality control procedures and product specifications
("Other Assets")  relating to products sold under the Trademarks  whereby Lender
shall have the right to  foreclose  on the  Trademarks  and Other  Assets in the
event of the occurrence and  continuation of a default  hereunder or an Event of
Default under the Loan Agreement.

         NOW, THEREFORE,  in consideration of the premises,  Borrower and Lender
hereby agree as follows:

         1. Defined Terms. Unless otherwise defined herein, terms defined in the
Loan  Agreement  shall  have their  defined  meanings  when used  herein and the
following terms shall have the following meanings,  unless the context otherwise
requires:

                  "Code" shall mean the Uniform  Commercial Code as the same may
from time to time be in effect in the State of New York.

                  "Collateral"  shall have the meaning assigned to it in Section
2 of this Security Agreement.

                  "Licenses"  shall mean the  trademark  license  agreements  of
Borrower  designated  on Schedule I hereto,  as any of the same may from time to
time be amended or supplemented.

                  "Proceeds" shall have the meaning assigned to it under Section
9-306 of the Code, and in any event,  shall include,  but not be limited to, (i)
any and all proceeds of any insurance,  indemnity, warranty or guarantee payable
to Borrower  from time to time with respect to any of the  Collateral,  (ii) any
and all  payments (in any form  whatsoever)  made or due and payable to Borrower
from  time  to  time  in   connection   with  any   requisition,   confiscation,
condemnation,  seizure or forfeiture of all or any part of the Collateral by any
governmental body, authority, bureau or agency (or any person acting under color
of  governmental  authority),  and (iii) any and all other  amounts from time to
time paid or payable under or in connection with any



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of the Collateral.

                  "Security  Agreement" shall mean this Security  Agreement,  as
the same may from time to time be amended or supplemented.

                  "Trademarks"  shall  mean  the  U.S.,   Canadian  and  foreign
registered  trademarks,  service  marks and  pending  applications  shown in the
attached  Schedule A, and those trademarks and service marks which are hereafter
adopted or acquired by Company,  and all right,  title and interest  therein and
thereto, and all registrations, applications, and recordings thereof, including,
without  limitation,  applications,  registrations  and recordings in the United
States  Patent and  Trademark  Office or in any similar  office or agency of the
United States, any State thereof,  Canada and any other country, all whether now
owned or hereafter acquired by Company.

         2. Grant of Security  Interest.  As collateral  security for the prompt
payment of the Obligations (except PMSI Loans which are secured by the Equipment
financed  thereby),  Company  hereby  grants  and  conveys  to Lender a security
interest in and to (a) the entire  right,  title and interest of Borrower in and
to the Trademarks,  including the  registrations  and  applications  appurtenant
thereto, listed in Schedule A hereto (as the same may be amended pursuant hereto
from time to time), and in and to any and all trademarks,  and registrations and
applications  appurtenant  thereto,  hereafter  acquired  or filed  by  Company,
including without limitation all renewals thereof,  all proceeds of infringement
suits,  the rights to sue for past,  present  and future  infringements  and all
rights corresponding thereto in the United States, Canada and any other country,
and the goodwill of the business to which each of the Trademarks relates and (b)
all of Company's right, title and interest in, to and under the following:

                           (i) all Licenses;

                           (ii)  all  Accounts,   contract  rights  and  General
Intangibles  arising  under or  relating to each and every  License  (including,
without limitation,  (A) all moneys due and to become due under any License, (B)
any  damages  arising  out of or for  breach or  default  in respect of any such
License,  (C) all other  amounts  from time to time paid or payable  under or in
connection with any such License,  and (D) the right of Company to terminate any
such License or to perform and to exercise all remedies thereunder); and,

                           (iii)  to the  extent  not  otherwise  included,  all
Proceeds  and  products  of any or all  of the  foregoing.  All of the  property
referred  to  in  this  paragraph  2  is  hereinafter  collectively  called  the
"Collateral."

provided,  however,  that the  foregoing  grant of a security  interest and Lien
shall not include any rights or interests in the Property  listed on Exhibit 4.1
of the Loan Agreement and any other comparable General Intangibles,  Licenses or
contract  rights or any  Property of Company  that is the subject of a Permitted
Purchase Money Lien securing Permitted Purchase Money Indebtedness if and to the
extent that (a) the terms of the  document or documents  creating or  evidencing
such General  Intangibles or contract rights or Permitted Purchase Money Lien or
Permitted Purchase Money Indebtedness as the case may be, prohibit such grant or
encumbrance  thereof and (b) the term prohibiting such assignment or encumbrance
is effective as a matter of law and (c) the term  prohibiting such assignment or
encumbrance  has not been  waived or the consent of the  necessary  party to the
grant of a security  interest or Lien to Lender has not been obtained;  provided
further,  however,  that (i) if any such  prohibition  is  subsequently  lifted,
terminated  or is otherwise no longer  effective as a matter of law or is waived
or the consent of the necessary party is obtained, the security interest granted
hereby  shall  automatically   include



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such rights or  interests in General  Intangibles  or contract  rights  formerly
subject to such prohibition without any further action on the part of Company or
Lender and (ii) the exclusion in the foregoing  proviso shall not limit,  impair
or otherwise  affect  Lender's  security  interest in any rights or interests of
Company in or to monies due or to become due under any such General  Intangibles
or contract rights (including, without limitation, any Accounts).

         3. Representations and Warranties.  Company covenants and warrants that
as of the date of this Security Agreement:

                  (a) Company is the sole and exclusive  owner of the entire and
unencumbered  right,  title and interest in and to each of the Trademarks,  free
and clear of any liens, charges and encumbrances,  (including without limitation
pledges,  assignments,  licenses,  registered  user  agreements and covenants by
Company not to sue third  persons),  except (i) for the Licenses  referred to in
Schedule I attached hereto, (ii) for any Permitted Liens, and (iii) to an extent
that does not constitute or result in a Material Adverse Effect.

                  (b)  Company  has  used,  and  will  continue  to use  for the
duration of this Security Agreement, proper statutory notice, where appropriate,
in connection with its use of the Trademarks, except where the failure to use or
to continue to use such notice would not have a Material Adverse Effect; and

                  (c)  Company  has  used,  and  will  continue  to use  for the
duration of this  Security  Agreement,  consistent  standards  of quality in its
manufacture of products sold under the  Trademarks,  except where the failure to
use or to  continue  to use such  standards  would not have a  Material  Adverse
Effect.

         4. New Trademarks.  (a) If, before the Obligations shall have been paid
in full,  Company shall obtain rights to any new  trademarks,  the provisions of
paragraph 2 shall  automatically  apply  thereto  and Company  shall give Lender
prompt written notice  thereof.  (b) Company grants Lender a  power-of-attorney,
irrevocable  so long as the Loan  Agreement  is in  existence,  to  modify  this
Security  Agreement  by amending  Schedule A to include  any future  trademarks,
including trademark registrations or applications appurtenant thereto covered by
this Security Agreement.

         5.  Covenants.  Company  covenants and agrees with Lender that from and
after the date of this Security  Agreement and until the  Obligations  are fully
satisfied:

                  (a) Maintenance of Trademarks. Company will not do any act, or
omit to do any act,  whereby the Trademarks or any  registration  or application
appurtenant thereto, may become abandoned, invalidated,  unenforceable, avoided,
avoidable,  or will otherwise diminish in value, except where the failure to act
or omit to do any act would not have a Material Adverse Effect, and shall notify
Lender immediately if it knows of any reason or has reason to know of any ground
under which this result may occur.  Company shall take appropriate action at its
expense to halt the  infringement of the Trademarks and shall properly  exercise
its duty to control the nature and quality of the goods offered by any licensees
in connection with the Licenses set forth in Schedule I except where the failure
to do so would not have a Material Advance Effect.

                  (b)  Indemnification.  (A) Company assumes all  responsibility
and  liability  arising  from  the use of the  Trademarks,  and  Company  hereby
indemnifies  and holds Lender harmless from and against any claim,  suit,  loss,
damage  or  expense  (including  reasonable  attorneys'  fees)  arising  out  of
Company's operations of its business from the use of the



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Trademarks.  (B) In any suit,  proceeding or action  brought by Lender under any
License  for any sum owing  thereunder,  or to enforce  any  provisions  of such
License,  Company will  indemnify and keep Lender  harmless from and against all
expense,   loss  or  damage  suffered  by  reason  of  any  defense,   set  off,
counterclaim,  recoupment  or reduction or liability  whatsoever  of the obligee
thereunder,  arising out of a breach of Company of any obligation  thereunder or
arising out of any other agreement,  indebtedness or liability at any time owing
to or in favor of such  obligee or its  successors  from  Company,  and all such
obligations of Company shall be and remain enforceable  against and only against
Company and shall not be enforceable against Lender.

         6. Lender's Appointment as Attorney-in-Fact.

                  (a) Company hereby irrevocably constitutes and appoints Lender
and any officer or agent thereof,  with full power of substitution,  as its true
and lawful  attorney-in-fact  with full  irrevocable  power and authority in the
place and stead of Company  and in the name of Company or in its own name,  from
time to time in Lender's discretion,  for the purposes of carrying out the terms
of this Security  Agreement,  upon the occurrence and continuance of an Event of
Default  to take  any and all  appropriate  action  and to  execute  any and all
documents and instruments  which may be necessary or desirable to accomplish the
purposes of this Security  Agreement and, without limiting the generality of the
foregoing,  hereby gives Lender the power and right, on behalf of Company, to do
the following:

                           (i) Upon the occurrence  and  continuance of an Event
of Default, to ask, demand, collect,  receive and give acquittances and receipts
for any and all moneys due and to become due under any License  and, in the name
of Company or its own name or otherwise,  to take  possession of and endorse and
collect any checks,  drafts,  notes,  acceptances or other  instruments  for the
payment  of moneys  due under any  License  and to file any claim or to take any
other action or  proceeding  in any court of law or equity or  otherwise  deemed
appropriate  by Lender for the purpose of collecting any and all such moneys due
under any License whenever payable; and

                           (ii) Upon the occurrence and  continuance of an Event
of  Default,  (A) to direct any party  liable for any  payment  under any of the
Licenses to make payment of any and all moneys due and to become due  thereunder
directly  to Lender or as Lender  shall  direct;  (B) to receive  payment of and
receipt for any and all moneys,  claims and other  amounts due and to become due
at any time in respect of or arising out of any Collateral;  (C) to commence and
prosecute any suits,  actions or proceedings at law or in equity in any court of
competent  jurisdiction  to collect the  Collateral  or any part  thereof and to
enforce  any other right in respect of any  Collateral;  (D) to defend any suit,
action or proceeding brought against Company with respect to any Collateral; (E)
to settle,  compromise, or adjust any suit, action or proceeding described above
and, in connection therewith,  to give such discharges or releases as Lender may
deem  appropriate;  and (F)  generally  to  sell,  transfer,  pledge,  make  any
agreement  with respect to or otherwise deal with any of the Collateral as fully
and  completely  as  though  Lender  were the  absolute  owner  thereof  for all
purposes,  and to do, at Lender's  option all acts and things which Lender deems
necessary  to protect,  preserve or realize  upon the  Collateral  and  Lender's
security  interest  therein,  in order to effect  the  intent  of this  Security
Agreement, all as fully and effectively as Company might do.

         This power of attorney is a power coupled with an interest and shall be
irrevocable.  Notwithstanding  the foregoing,  Company further agrees to execute
any additional documents which Lender may require in order to confirm this power
of  attorney,  or which  Lender may deem  necessary to enforce any of its rights
contained in this Security Agreement.



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                  (b) The powers  conferred  on Lender  hereunder  are solely to
protect its interests in the Collateral and shall not impose any duty upon it to
exercise any such powers.  Lender shall be accountable  only for amounts that it
actually  receives as a result of the exercise of such powers and neither it nor
any of its  officers,  directors,  employees or agents shall be  responsible  to
Company for any act or failure to act,  except for its own gross  negligence  or
willful misconduct.

                  (c) Company also authorizes  Lender to execute,  in connection
with the sale  provided for in paragraph  8(b) of this Security  Agreement,  any
endorsements,  assignments  or other  instruments of conveyance or transfer with
respect to the Collateral.

         7. Execution of Power of Attorney.  Concurrently with the execution and
delivery hereof,  Company is executing and delivering to Lender,  in the form of
Schedule  II  hereto,  five  (5)  originals  of a  Power  of  Attorney  for  the
implementation  of the  assignment,  sale or other  disposal  of the  Trademarks
pursuant to this Agreement or the Loan Agreement. Notwithstanding the provisions
of such Power of  Attorney,  Lender  shall not  exercise  its rights  thereunder
except upon the occurrence and during the continuation of an Event of Default.

         8. Remedies, Rights Upon Event of Default.

                  (a) If an Event of Default shall occur and be continuing,  all
payments  received by Company under or in connection  with any of the Collateral
shall be held and applied as provided in the Loan Agreement.

                  (b) If any Event of  Default  shall  occur and be  continuing,
Lender may exercise in addition to all other  rights and remedies  granted to it
in this Security  Agreement and in any other  instrument or agreement  securing,
evidencing or relating to the Obligations,  all rights and remedies of a secured
party under the Uniform  Commercial  Code.  Company  shall remain liable for any
deficiency  if the proceeds of any sale or  disposition  of the  Collateral  are
insufficient to pay all amounts to which Lender is entitled.

         9. Termination.  At such time as Borrowers shall completely pay in full
all of the  Obligations  and the Loan  Agreement is  terminated,  this  Security
Agreement  shall  terminate  and Lender shall execute and deliver to Company all
such releases,  deeds,  assignments and other instruments as may be necessary or
proper to  re-vest  in  Company  full  title to the  Trademarks,  subject to any
disposition thereof which may have been made by Lender pursuant hereto.

         10.  Notices.  Any notice to Lender or Company  shall be deemed to have
been duly given when  delivered in the manner and to the  addresses set forth in
the Loan Agreement.

         11. No Waiver. No course of dealing between Company and Lender, nor any
failure to exercise,  nor any delay in  exercising,  on the part of Lender,  any
right, power or privilege hereunder or under the Loan Agreement shall operate as
a waiver thereof;  nor shall any single or partial exercise of any right,  power
or privilege  hereunder  or  thereunder  preclude any other or further  exercise
thereof or the exercise of any other right, power or privilege.

         12.  Cumulative  Remedies.  All of Lender's  rights and  remedies  with
respect to the Collateral,  whether established hereby or by the Loan Agreement,
or by any other  agreements or by law,  shall be cumulative and may be exercised
singularly or concurrently.

         13.  Severability.  The  provisions  of  this  Security  Agreement  are
severable,   and  if  any  clause  or  provision   shall  be  held  invalid  and
unenforceable in whole or in part in any



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jurisdiction,  then such invalidity or  unenforceability  shall affect only such
clause or provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such clause or provision in any other  jurisdiction,  or any other
clause or provision of this Agreement in any jurisdiction.

         14. No  Modification  Except in Writing.  This  Security  Agreement  is
subject  to  modification  only by a writing  signed by the  parties,  except as
provided in paragraphs 4 and 6.

         15.  Successors and Assigns.  The benefits and burdens of this Security
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and permitted assigns of the parties.  This Security  Agreement shall
not be assigned by either party except in connection with a permitted assignment
of the Loan Agreement.



<PAGE>


         16.  Governing  Law. The validity and  interpretation  of this Security
Agreement and the rights and obligations of the parties shall be governed by the
laws of the State of New York (without  giving effect to principles of conflicts
of laws).

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


                                        QF ACQUISITION CORP.
                                        (d/b/a quality Foods)

                                        By:__________________________________
                                           Name:    Eric Ek
                                           Title:   Vice President and CFO



                                        FLEET CAPITAL CORPORATION

                                        By:___________________________
                                           Name:
                                           Title:



<PAGE>


                                   SCHEDULE A

Schedule A to a Trademark  Collateral  Security Agreement dated May __, 1999, by
and  between QF  ACQUISITION  CORP.  (d/b/a  Quality  Foods)  and FLEET  CAPITAL
CORPORATION.


Reg. No. or                                       State or           Reg. or
Application No.           Mark                    Country           Issue Date
---------------           ----                    -------           ----------
1528471                   TASTY CHEF               U.S.A              3/7/89



<PAGE>


STATE OF ____________      )
                           : ss.:
COUNTY OF ___________      )


         Before me, the undersigned,  on this ____ day of May, 1999,  personally
appeared Eric Ek to me known personally, and who being by me duly sworn, deposes
and says that he is the Vice  President  and CFO of QF  ACQUISITION  CORP.,  the
corporation described in and which executed the above instrument and that he was
authorized to sign said instrument on behalf of said corporation.


                                                ________________________________
                                                Notary Public



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


         Before me, the undersigned,  on this ____ day of May, 1999,  personally
appeared  __________,  to me known  personally,  and who being by me duly sworn,
deposes and says 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 said instrument on behalf of said corporation.


                                                ________________________________
                                                Notary Public


<PAGE>


                                   SCHEDULE I



                                      None





<PAGE>


                            SPECIAL POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that QF  ACQUISITION  CORP.  (d/b/a
Quality  Foods),  a corporation  formed under the laws of Delaware  ("Company"),
with its chief executive office at 5501 Tabor Road,  Philadelphia,  Pennsylvania
13120,  pursuant to a Trademark  Collateral Security  Agreement,  dated the date
hereof (the "Security Agreement"), hereby appoints and constitutes a Connecticut
corporation, with offices at 200 Glastonbury Boulevard, Glastonbury, Connecticut
06033, in its capacity as lender ("Lender") under a Loan and Security  Agreement
dated the date  hereof  among  Company,  CFP  Holdings,  Inc.  and  Custom  Food
Products, Inc., and Lender (the "Loan Agreement"), its true and lawful attorney,
with full power of  substitution,  and with full power and  authority to perform
the following acts on behalf of Company:

         Assigning,  selling or  otherwise  disposing  of all  right,  title and
         interest  of Company in and to the  Trademarks  listed on Schedule A of
         the Security Agreement,  and including those trademarks which are added
         to the same subsequent  hereto,  and all  registrations  and recordings
         thereof, and all pending applications  therefor, and for the purpose of
         the recording,  registering and filing of, or  accomplishing  any other
         formality with respect to the foregoing, and to execute and deliver any
         and all  agreements,  documents,  instruments  of  assignment  or other
         papers necessary or advisable to effect such purpose;

         This power of attorney  is made  pursuant  to the  Security  Agreement,
dated the date hereof,  between  Company and Lender and may not be revoked until
the  payment  in full of all  Obligations  as defined  in,  and the  irrevocable
termination of, the Loan Agreement.


Dated: May __, 1998
                                     QF ACQUISITION CORP. (d/b/a Quality Foods)

                                     By: _______________________________________
                                         Name:    Eric Ek
                                         Title:   Vice President and
                                                  Chief Financial Officer



<PAGE>


STATE OF ___________       )
                           :  ss.:
COUNTY OF ___________      )

         On this ____ day of May, 1999, before me personally came Eric Ek, to me
known,  who,  being by me duly  sworn,  did  depose  and say that he is the Vice
President and Chief Financial  Officer of QF Acquisition  Corp., the corporation
described  in and  which  executed  the  foregoing  instrument;  and that he was
authorized to sign his name thereto by on behalf of said corporation.


                                                ________________________________
                                                Notary Public