AMENDMENT   NO.   1  dated   as  of
                                             September   15,  1997  between  CFP
                                             HOLDINGS,    INC.,    a    Delaware
                                             corporation  (the  "Company"),  and
                                             DAVID COHEN (the "Executive").


         The Company and the Executive  are parties to an  Employment  Agreement
dated as of December 31, 1996 (the  "Employment  Agreement") and desire to enter
into this  Amendment  No. 1 (the  "Amendment")  to the  Employment  Agreement to
memorialize  their  agreement  to amend  certain  provisions  of the  Employment
Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree:

         A.  Effective as of September  15, 1997,  the  Employment  Agreement is
amended as fo1lows;

         1. Section 2 ("Term") of the Employment  Agreement is hereby amended by
deleting the reference to "third" in subsection (a) thereof and inserting in its
place "fifth".

         2. Section 3 ("Duties") of the  Employment  Agreement is hereby amended
by deleting the first  sentence in  subsection  (a) thereof and inserting in its
place the following:

                  During the Employment  Period, the Executive shal1 be employed
                  as the Vice  Chairman of Quality  Foods and shall at all times
                  report  directly to Robert Gioia  ("Gioia") or, if Gioia shall
                  cease to  serve  as  Chairman,  President  or Chief  Executive
                  Officer of the Company or Quality Foods,  the Executive  shall
                  report directly to the President of the Parent (as hereinafter
                  defined).  The  Executive  shall  perform  such  duties as are
                  consistent with the position of Vice Chairman,  but shall have
                  such other titles

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                  and duties  (including  with respect to  affiliates of Quality
                  Foods)  consistent with the status of a senior level executive
                  of the Company,  as the Board of Directors of the Company (the
                  "Board") shall in its discretion designate.

         3.  Section 4 ("Time to be Devoted to  Employment")  of the  Employment
Agreement is hereby amended by deleting the first sentence thereof and inserting
in its place the following;

                  During the Employment  Period,  the Executive shall devote not
                  less than two nor more  than  three  full days of his  working
                  time,  attention  and  energies to the business of the Company
                  and its  subsidiaries  (except  for  vacations  to which he is
                  entitled  pursuant  to Section  6(b) and except for illness or
                  incapacity).

         4. Section 5  ("Compensation;  Bonus") of the  Employment  Agreement is
hereby amended by:

         (a) deleting the reference to "$240,000" in subsection  (a) thereof and
inserting in its place "$125,000";

         (b)  deleting  subsections  (c),  (d) and (e) thereof and  inserting in
their place the following:

                  (c) In addition to the Base Salary,  in respect of each of the
         1998  through 2001 fiscal years  (each,  a "Bonus  Year"),  the Company
         shall award the Executive cash bonus (the "Annual Cash Bonus") of up to
         100% of the Executive's Base Salary,  depending upon the achievement of
         milestones (the "Annual  Milestones")  established  (and assigned point
         values) by the Board on a yearly basis in advance of the relevant year,
         according to the following schedule:

                    Annual Milestones           Cash Bonus as %
                     Point  Total               of Base  Salary
                    -----------------           ---------------
                     less than 80                        0%
                          80                            30%
                          85                            35%

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                          90                            40%
                          95                            45%
                         100                            50%
                         105                            62.5%
                         110                            75%
                         115                            87.5%
                         120                           100%

         ;provided,  however,  that in each Bonus Year (as long as the  Employee
         has been  continuously  employed  throughout such year),  the Executive
         shall be  entitled  to a cash bonus in the  amount of at least  $50,000
         (the "Minimum Annual  Bonus"),  except that in the event this Agreement
         expires upon the Scheduled  Termination Date without being renewed, the
         Executive  shall be entitled to a pro rata share of such amount for the
         period the Executive was actually  employed during the 2001 Bonus Year.
         The Annual  Milestones and related point values for the 1998 Bonus Year
         shall be as set forth on Schedule I attached hereto.

         ; (c) amending  subsection (h) by deleting the first  sentence  thereof
and inserting in its place the following:

         Upon the Commencement  Date, the Company's parent,  CFP Group,  Inc., a
         Delaware corporation (the "Parent"),  shall grant the Executive options
         to purchase Class B Nonvoting Common Stock,  $.01 par value (the "Class
         B Nonvoting Stock"), of the Parent representing up to 1.07% (determined
         on the  Commencement  Date on a fully diluted  basis) of the issued and
         outstanding Common Stock, $.0l par value, of the Parent.

         ; and (d) relettering subsections (f), (g) and (h) as (d), (e) and (f),
respectively.

         5. Section 10A ("Renewal of Agreement") of the Employment  Agreement is
hereby  amended by deleting  the  reference  to  "second" in the first  sentence
thereof and inserting in its place "fourth".

         6. Section 11 ("Effect of Termination") of the Employment  Agreement is
hereby amended by:

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         (a)  deleting  the  reference  to  "Section  5(f)"  in  clause  (ii) of
subsection (a) thereof and inserting in its place "Section 5(d)";

         (b) deleting  clause (iii) of  subsection  (c) thereof and inserting in
its place "to  receive  the pro rata  portion  (based upon the number of periods
elapsed in the fiscal year up to the  Termination  Date) of the  Minimum  Annual
Bonus and"; and

         (c) deleting the last two sentences of subsection (c) thereof.

         B.  Except  as  specified  herein,  each  provision  of the  Employment
Agreement shall remain in full force and effect.


                            *       *       *      *

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<PAGE>

        IN WITNESS  WHEREOF the parties have duly executed this  Amendment No. 1

as of the date first above written.

                                        CFP HOLDINGS, INC.

                                        By: /s/ James A. Long          
                                            --------------------------
                                            Name:                     
                                            Title:                    
                                        
                                               /s/ David Cohen
                                        ------------------------------
                                                  David Cohen