EXHIBIT 10.20

                                PLEDGE AGREEMENT

         PLEDGE  AGREEMENT  dated as of May 5,  1998,  made by CFP  Group,  Inc.
("Pledgor") to Fleet Capital Corporation (the "Pledgee").


                           BACKGROUND TO THE AGREEMENT

         Pledgee and each of Custom Food Products,  Inc., QF  Acquisition  Corp.
and CFP Group,  Inc.  (each a  "Borrower"  and  collectively,  "Borrowers")  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 Pledgee agreed,  subject to the terms and conditions contained therein, to
provide certain financial accommodations to Borrowers.

         In order to induce  Pledgee to  provide  the  financial  accommodations
described  in the Loan  Agreement,  Pledgor  has  agreed to  pledge  and grant a
security interest to Pledgee in the Pledged Collateral (as hereinafter defined).

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable   consideration   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, Pledgor hereby agrees with Pledgee as follows:

SECTION  1.  Defined Terms

         Unless  otherwise  defined herein,  terms defined in the Loan Agreement
shall have such defined meanings when used herein.

SECTION  2.  Pledge

         Pledgor hereby pledges, assigns,  hypothecates,  transfers and grants a
security interest to Pledgee in all of the following (the "Pledged Collateral"):

         (a) the shares of stock set forth next to Pledgor's  name on Schedule A
annexed  hereto and  expressly  made a part hereof (the  "Pledged  Stock"),  the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other  property  or  proceeds  from  time to time  received,  receivable  or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

         (b) all  additional  shares of stock of any issuer of the Pledged Stock
(the "Issuer")  from time to time acquired by Pledgor in any manner,  including,
without  limitation,  stock  dividends or a distribution  in connection with any
increase or reduction of capital, reclassification,  merger, consolidation, sale
of assets,  combination  of shares,  stock split,  spin-off or split-off  (which
shares  shall  be  deemed  to be  part  of  the  Pledged  Collateral),  and  the
certificates  representing  such  additional  shares,  and all dividends,  cash,
instruments  and  other  property  or  proceeds  from  time  to  time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of such shares; and

         (c) all options and rights,  whether as an addition to, in substitution
of or in exchange for any shares of the Pledged  Stock and all  dividends,  cash
and instruments.



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SECTION  3.  Indebtedness Secured

                  This  pledge is made to secure and the Pledged  Collateral  is
security for the payment of (a) all the Obligations (except PMSI Loans which are
secured  by  the  Equipment   financed  thereby)  and  (b)  any  and  all  other
indebtedness,  obligations  and  liabilities of Borrowers to Pledgee 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, other instrument or otherwise ((a) and
(b) collectively, the "Indebtedness").

SECTION  4.  Delivery of Pledged Collateral

                  All certificates  representing or evidencing the Pledged Stock
shall be  delivered to and held by or on behalf of Pledgee  pursuant  hereto and
shall be accompanied  by duly executed  instruments of transfer or assignment in
blank,  all in form  and  substance  satisfactory  to  Pledgee.  Pledgor  hereby
authorizes  each Issuer upon  demand by Pledgee to deliver any  certificates  or
instruments  issued  in  connection  with the  Pledged  Collateral  directly  to
Pledgee, in each case to be held by Pledgee,  subject to the terms hereof. After
the occurrence and during the  continuation of an Event of Default,  upon notice
to Pledgor,  Pledgee  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
Pledgee or any of its  nominees  any or all of the Pledged  Stock.  In addition,
Pledgee shall have the right at any time to exchange certificates or instruments
representing  or evidencing  Pledged Stock for  certificates  or  instruments of
smaller or larger denominations.

SECTION  5.  Representations and Warranties

         Pledgor represents and warrants to Pledgee that:

         (a) Pledgor has the  requisite  power and  authority to enter into this
Agreement, to pledge the Pledged Collateral for the purposes described herein.

         (b)  The  execution,  delivery  and  performance  by  Pledgor  of  this
Agreement has been duly and properly authorized and does not and will not result
in any  violation  of any  agreement,  indenture or other  instrument,  license,
judgment,  decree, order, law, statute,  ordinance or other governmental rule or
regulation applicable to Pledgor.

         (c) This Agreement constitutes a legal, valid and binding obligation of
Pledgor enforceable in accordance with its terms except to the extent limited by
applicable  bankruptcy,  insolvency and similar laws affecting creditors' rights
generally or by general principles of equity.

         (d)  Pledgor is the direct  and  beneficial  owner of each share of the
Pledged Stock.

         (e) All of the shares of the Pledged  Stock have been duly  authorized,
validly issued and are fully paid and nonassessable.

         (f) Upon  delivery  of the  Pledged  Stock to  Pledgee  or an agent for
Pledgee,  in the  State of New  York  and  continuous  possession  thereby  this
Agreement  creates  and  grants a valid  first  lien on and  perfected  security
interest in the Pledged Collateral and the proceeds thereof, subject to no prior
Lien, or to any agreement purporting to grant to any third party a Lien upon the
property or assets of Pledgor which would include the Pledged Collateral.



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         (g)  There  are  no  restrictions  on  transfer  of the  Pledged  Stock
contained  in the  Certificate  of  Incorporation  or by-laws of the  Issuers or
otherwise  which have not otherwise been  enforceably  and legally waived by the
necessary parties.

         (h)  None of the  Pledged  Stock  has been  issued  or  transferred  in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

         (i) No consent,  approval,  authorization  or other order of any Person
and no consent, authorization,  approval or other action by, and no notice to or
filing  with,  any  governmental  authority  or  regulatory  body is required by
Pledgor  either (i) for the pledge of the  Pledged  Collateral  pursuant to this
Agreement or for the  execution,  delivery or  performance  of this Agreement or
(ii) for the exercise by the Pledgee of the voting or other rights  provided for
in this Agreement or the remedies in respect of the Pledged Collateral  pursuant
to this Agreement, except as may be required in connection with such disposition
by laws affecting the offering and sale of securities generally.

         (j) No  notification  of the pledge  evidenced  hereby to any Person is
required.

         (k) As of the date  hereof,  there are no existing  options,  warrants,
calls or commitments of any such  character  whatsoever  relating to any Pledged
Stock and no indebtedness or other security convertible into any Pledged Stock.

         (l) The Pledged Stock  constitutes  one hundred  percent  (100%) in the
aggregate,  and  the  indicated  percentage  for  Pledgor,  of  the  issued  and
outstanding shares of capital stock of the Issuers thereof set forth on Schedule
A annexed hereto.

         The  representations  and warranties set forth in this Section 5 (other
than those contained in Section (k)) shall survive the execution and delivery of
this Agreement.

SECTION  6.  Covenants

         Pledgor  covenants that, until the  Indebtedness  shall be satisfied in
full and the Loan Agreement is irrevocably terminated:

         (a) Pledgor  will not sell,  assign,  transfer,  convey,  or  otherwise
dispose of its rights in or to the Pledged  Collateral or any interest  therein;
nor will  Pledgor  create,  incur or permit to exist  any Lien  whatsoever  with
respect to any of the Pledged Collateral or the proceeds thereof other than that
created hereby.

         (b) Pledgor will, at its expense,  defend  Pledgee's  right,  title and
security  interest  in and to the Pledged  Collateral  against the claims of any
Person.

         (c) Pledgor shall at any time, and from time to time,  upon the written
request of Pledgee,  execute  and deliver  such  further  documents  and do such
further acts and things as Pledgee may reasonably request in order to effect the
purposes of this  Agreement  including,  but without  limitation,  delivering to
Pledgee  upon the  occurrence  of an Event of  Default  irrevocable  proxies  in
respect of the Pledged Collateral in form satisfactory to Pledgee. Until receipt
thereof,  this  Agreement  shall  constitute  Pledgor's  proxy to Pledgee or its
nominee to vote all shares of Pledged  Collateral  then  registered in Pledgor's
name.



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         (d)  Pledgor  will not  consent to or approve  the  issuance of (i) any
additional  shares  of any  class  of  capital  stock  of the  Issuer;  (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the  occurrence  or  nonoccurrence  of any event or condition  into, or any
securities  exchangeable for, any such shares;  or (iii) any warrants,  options,
contracts  or other  commitments  entitling  any person to purchase or otherwise
acquire any such shares.

SECTION  7.  Voting Rights and Dividends

         In addition to  Pledgee's  rights and  remedies  set forth in Section 9
hereof, in case an Event of Default shall have occurred and has been declared by
Pledgee,  Pledgee shall (i) vote the Pledged Collateral (ii) be entitled to give
consents,  waivers  and  ratifications  in  respect  of the  Pledged  Collateral
(Pledgor hereby irrevocably constituting and appointing Pledgee, with full power
of substitution,  the proxy and  attorney-in-fact  of Pledgor for such purposes)
and (iii) be entitled to collect and receive for its own use cash dividends paid
on the Pledged Collateral. Pledgor shall not be permitted to exercise or refrain
from exercising any voting rights or other powers if, in the reasonable judgment
of Pledgee, such action would have a material adverse effect on the value of the
Pledged  Collateral or any part thereof;  and, provided,  further,  that Pledgor
shall give at least five (5) days' written notice of the manner in which Pledgor
intends to exercise,  or the reasons for refraining from exercising,  any voting
rights or other powers other than with respect to any election of directors  and
voting  with  respect  to any  incidental  matters.  After  the  occurrence  and
continuance  of an Event of Default,  upon notice from  Pledgee to Pledgor,  all
dividends  and  all  other  distributions  in  respect  of any  of  the  Pledged
Collateral,  whenever  paid or made,  shall be  delivered  to Pledgee to hold as
Pledged  Collateral and shall, if received by Pledgor,  be received in trust for
the  benefit of  Pledgee,  be  segregated  from the other  property  or funds of
Pledgor, and be forthwith delivered to Pledgee as Pledged Collateral in the same
form as so received (with any necessary endorsement).

SECTION  8.  Event of Default

         An Event  of  Default  shall  be  deemed  to have  occurred  and may be
declared by Pledgee upon the happening of any of the following events:

         (a) An Event of Default shall occur under the Loan Agreement;

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

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

         (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 other  fiduciary of itself or of all or a substantial  part of its
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.



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SECTION  9.  Remedies

         In case an Event of Default  shall have  occurred  and be  declared  by
Pledgee, Pledgee may:

         (a) Transfer  any or all of the Pledged  Collateral  into its name,  or
into the name of its nominee or nominees;

         (b)  Exercise  all  corporate   rights  with  respect  to  the  Pledged
Collateral including,  without limitation,  all rights of conversion,  exchange,
subscription or any other rights, privileges or options pertaining to any shares
of the Pledged  Collateral as if it were the absolute owner thereof,  including,
but without limitation,  the right to exchange, at its discretion, any or all of
the  Pledged   Collateral  upon  the  merger,   consolidation,   reorganization,
recapitalization  or  other  readjustment  of the  Issuer  thereof,  or upon the
exercise by the Issuer of any right,  privilege or option  pertaining  to any of
the Pledged Collateral, and, in connection therewith, to deposit and deliver any
and all of the  Pledged  Collateral  with any  committee,  depository,  transfer
agent,  registrar or other designated agent upon such terms and conditions as it
may determine,  all without  liability  except to account for property  actually
received by it;

         (c) Subject to any  requirement  of applicable  law,  sell,  assign and
deliver the whole or, from time to time,  any part of the Pledged  Collateral at
the time held by Pledgee,  at any  private  sale or at public  auction,  with or
without  demand,  advertisement  or  notice  of the  time  or  place  of sale or
adjournment  thereof or otherwise (all of which are hereby  waived,  except such
notice as is  required  by  applicable  law and cannot be  waived),  for cash or
credit or for other  property  for  immediate or future  delivery,  and for such
price  or  prices  and on such  terms as  Pledgee  in its  sole  discretion  may
determine, or as may be required by applicable law.

         Pledgor  hereby  waives  and  releases  any and all  right or equity of
redemption,  whether before or after sale  hereunder.  At any such sale,  unless
prohibited by applicable law,  Pledgee may bid for and purchase the whole or any
part of the  Pledged  Collateral  so sold free from any such  right or equity of
redemption.  All moneys received by Pledgee  hereunder  whether upon sale of the
Pledged Collateral or any part thereof or otherwise shall be held by Pledgee and
applied by it as provided in Section 12 hereof.  No failure or delay on the part
of Pledgee in exercising any rights  hereunder  shall operate as a waiver of any
such rights nor shall any single or partial exercise of any such rights preclude
any  other or future  exercise  thereof  or the  exercise  of any  other  rights
hereunder.  Pledgee shall have no duty as to the collection or protection of the
Pledged  Collateral or any income thereon nor any duty as to preservation of any
rights  pertaining  thereto,  except to apply the funds in  accordance  with the
requirements of Section 12 hereof.  Pledgee may exercise its rights with respect
to property held  hereunder  without  resort to other security for or sources of
reimbursement for the Indebtedness.  In addition to the foregoing, Pledgee shall
have all of the rights,  remedies and  privileges  of a secured  party under the
Uniform  Commercial  Code of New York  regardless of the  jurisdiction  in which
enforcement hereof is sought.

SECTION  10.  Registration

         If  Pledgee  shall  exercise  its  right to sell all or any part of the
Pledged  Collateral,  and if, in the  opinion  of  counsel  for  Pledgee,  it is
necessary  to have the  Pledged  Collateral  being  sold  registered  under  the
provisions of the Securities Act of 1933, as amended (the "Securities Act"), (i)
Pledgor  will use its best  efforts to cause the Issuer to execute and  deliver,
and to cause the  directors  and  officers of the Issuer to execute and deliver,
all at Pledgor's expense,  all such instruments and documents and to do or cause
to be done all such other acts and things as may be



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necessary to register the Pledged  Collateral being sold under the provisions of
the Securities Act; (ii) Pledgor shall use  commercially  reasonable  efforts to
cause  any  such  registration  statement  to  become  effective  and to  remain
effective for a period of one year from the date of the first public offering of
the  Pledged  Collateral  being sold and to make all  amendments  thereto and to
related documents which, in the opinion of Pledgee or its counsel, are necessary
or advisable,  all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange  Commission  applicable
thereto;  (iii) Pledgor shall also use commercially  reasonable efforts to cause
the  Issuer  to  comply  with  the  provisions  of  the  "Blue  Sky"  law of any
jurisdiction   which  Pledgee  shall  designate  in  connection  with  any  sale
hereunder; and to cause the Issuer to make available to its security holders, as
soon as practicable,  an earnings statement (which need not be audited) covering
a period of at least twelve months but not more than eighteen months,  beginning
with  the  first  month  after  the  effective  date  of any  such  registration
statement, which earnings statement will satisfy the provisions of Section 11(a)
of the Securities Act; and (iv) Pledgor acknowledges that a breach of any of the
covenants  contained  in this Section may cause  irreparable  injury to Pledgee,
that  Pledgee  will have no adequate  remedy at law with  respect to such breach
and,  as  a  consequence,  such  covenants  of  Pledgor  shall  be  specifically
enforceable against Pledgor.

SECTION  11.  Private Sale

         Notwithstanding  anything  contained in Section 10, Pledgor  recognizes
that  Pledgee  may be unable to effect (or to do so only after delay which would
adversely affect the value that might be realized from the Pledged Collateral) a
public  sale of all or part of the  Pledged  Collateral  by  reason  of  certain
prohibitions  contained in the Securities Act, and may be compelled to resort to
one or more  private  sales  to a  restricted  group of  purchasers  who will be
obliged to agree,  among other things,  to acquire such Pledged  Collateral  for
their own account,  for  investment and not with a view to the  distribution  or
resale  thereof.  Pledgor agrees that any such private sale may be at prices and
on terms less favorable to the seller than if sold at public sales and that such
private  sales  shall be deemed to have been made in a  commercially  reasonable
manner.  Pledgor  agrees  that  Pledgee has no  obligation  to delay sale of any
Pledged  Collateral  for the  period of time  necessary  to permit the Issuer to
register the Pledged Collateral for public sale under the Securities Act.

SECTION  12.  Proceeds of Sale

         The  proceeds  of any  collection,  recovery,  receipt,  appropriation,
realization  or sale of the  Pledged  Collateral  shall be applied by Pledgee as
follows:

         (a)  First,  to the  payment  of all  costs,  expenses  and  charges of
Pledgee,  as such, or the reimbursement of Pledgee for the prior payment of such
costs, expenses and charges incurred in connection with the care and safekeeping
of any of the Pledged Collateral (including, without limitation, the expenses of
any sale or other proceeding,  the expenses of any taking, reasonable attorneys'
fees and expenses,  court costs, any other expenses  incurred or expenditures or
advances  made by Pledgee in 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  applicable  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 Pledgee may elect,  whether such  Indebtedness  is then due or not
due.

         (c) Third,  to such Persons as required by  applicable  law  including,
without limitation, Section 9-504(1)(c) of the Uniform Commercial Code.



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

         In the event that the proceeds of any  collection,  recovery,  receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
Pledgor shall be liable for the deficiency together with interest thereon at the
rate  prescribed  in the Loan  Agreement as the Default Rate for Base Rate Loans
plus the  reasonable  fees of any attorneys  employed by Pledgee to collect such
deficiency.

         Pledgee, in its sole and absolute discretion, with or without notice to
Pledgor,  may  deposit  any  proceeds  of  any  collection,  recovery,  receipt,
appropriation or sale of the Pledged  Collateral in a non-interest  bearing cash
collateral deposit account to be maintained as security for the Indebtedness.

SECTION  13.  Information

         Pledgor  will  promptly  give or cause to be given  written  notice  to
Pledgee of any notices or other documents received by it with respect to Pledged
Collateral registered in the name of Pledgor.

SECTION  14.  Termination

         This  Agreement  shall  terminate  and Pledgor shall be entitled to the
return,  at  Pledgor's  expense,  of such of the Pledged  Collateral  as has not
theretofore been sold or otherwise applied pursuant to this Agreement,  together
with any moneys at any time held by Pledgee (pro-rata to Pledgor),  upon payment
in full of the Indebtedness and irrevocable termination of the Loan Agreement.

SECTION  15.  Concerning Pledgee

         The recitals of fact herein shall be taken as statements of Pledgor for
which Pledgee  assumes no  responsibility.  Pledgee makes no  representation  to
anyone as to the value of the Pledged  Collateral  or any part  thereof or as to
the  validity or adequacy  of the  security  afforded or intended to be afforded
thereby or as to the validity of this  Agreement.  Pledgee shall be protected in
relying upon any notice, consent, request or other paper or document believed by
it to be genuine and correct  and to have been  signed by a proper  person.  The
permissive  rights of  Pledgee  hereunder  shall not be  construed  as duties of
Pledgee.  Pledgee  shall be under no  obligation  to take any action  toward the
enforcement  of this  Agreement  or rights or  remedies in respect of any of the
Pledged Collateral.  Pledgee shall not be personally liable for any action taken
or omitted by it in good faith and  reasonably  believed  by it to be within the
power or discretion conferred upon it by this Agreement.

SECTION  16.  Notices

         Any notice or request  hereunder  may be given to Pledgor or to Pledgee
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,  (c) telex
or telegram,  subsequently  confirmed by  registered  or certified  mail, or (d)
telex 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
telephone communication to a duly authorized



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officer of the recipient  confirming  its receipt as  subsequently  confirmed by
registered  or certified  mail.  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  to 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 Pledgee, at:        Fleet Capital Corporation
                                         200 Glastonbury Boulevard
                                         Glastonbury, Connecticut 06033
                                         Telephone:        (860) 659-3200
                                         Telecopier:       (860) 657-7759
                                         Attention: Northeast Loan
                                                    Administration Manager

           with a copy to:               Hahn & Hessen LLP
                                         350 Fifth Avenue
                                         New York, New York 10118-0075
                                         Attention: Daniel J. Krauss, Esq.
                                         Telephone:  (212) 736-1000
                                         Telecopier:  (212) 594-7167


           (B) If to Pledgor, at:        CFP Holdings, Inc.
                                         1117 West Olympic Boulevard
                                         Montebello, California 90640
                                         Attention:  Chief Financial Officer
                                         Telephone:        (213) 727-0900
                                         Telecopier:       (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

SECTION  17.  Governing Law.

         This  Agreement  and all  rights  and  obligations  hereunder  shall be
governed by and construed in  accordance  with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.

SECTION  18.  Waivers.

         (a) PLEDGOR AND PLEDGEE 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



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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
PLEDGEE EACH HEREBY AGREE AND CONSENT 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 TO TRIAL
BY JURY.

         (b)  Pledgee  may at any time and from time to time,  either  before or
after the maturity  thereof,  without  notice to or further  consent of Pledgor,
extend the time of payment of,  exchange or surrender any collateral  for, renew
or extend any of the  Indebtedness  or increase or decrease  the  interest  rate
thereon,  and may also make any agreement with Borrowers or with any other party
to or person liable on any of the Indebtedness,  or interested therein,  for the
extension, renewal, payment, compromise,  discharge or release thereof, in whole
or in part,  or for any  modification  of the terms  thereof or of any agreement
between  Pledgee and  Borrowers  or any such other party or person,  or make any
election of rights Pledgee may deem desirable under the United States Bankruptcy
Code,  as amended,  or any other  federal or state  bankruptcy,  reorganization,
moratorium  or  insolvency  law  relating to or  affecting  the  enforcement  of
creditors'  rights  generally  without in any way  impairing or  affecting  this
Agreement.

         (c) Pledgor waives any rights to interpose any defense, counterclaim or
offset  of any  nature  and  description  which it may have or which  may  exist
between and among  Pledgee,  Borrowers  and/or Pledgor with respect to Pledgor's
obligations  under  this  Agreement,  or  which  Borrowers  may  assert  on  the
underlying debt,  including but not limited to failure of consideration,  breach
of  warranty,   fraud,   payment  (other  than  cash  payment  in  full  of  the
Indebtedness),  statute of frauds, bankruptcy,  infancy, statute of limitations,
accord and satisfaction, and usury.

         (d)  Pledgor  further  waives  (i) notice of the making of any loans or
extensions of credit by Pledgee to Borrowers,  and of all notices and demands of
any kind to which Pledgor may be entitled, including, without limitation, notice
of adverse  change in any  Borrower's  financial  condition or of any other fact
which might materially increase the risk of Pledgor;  and (ii) presentment to or
demand of payment from anyone  whomsoever  liable upon any of the  Indebtedness,
protest,  notices of presentment,  non-payment or protest and notice of any sale
of collateral security or any default of any sort.

         (e) Until the  Indebtedness is paid in full,  Pledgor  expressly waives
any  and all  rights  of  subrogation,  reimbursement,  indemnity,  exoneration,
contribution  or any other claim which Pledgor may now or hereafter have against
Borrowers  or  any  other  person  directly  or  contingently   liable  for  the
Indebtedness,  or against or with respect to any Borrower's property (including,
without limitation,  property collateralizing Pledgor's obligations to Pledgee),
arising from the existence or performance of this Agreement. In furtherance, and
not in limitation,  of the preceding waiver,  Pledgor agrees that any payment to
Pledgee by Pledgor  pursuant to this Agreement shall be deemed a contribution to
the capital of Borrowers or any other obligated party and any such payment shall
not constitute Pledgor a creditor of any such party.

SECTION  19.  Litigation.

         PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF THE SUPREME
COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK,



<PAGE>


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 PLEDGEE INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN
ANY WAY ARISING OUT OF,  RELATED TO OR CONNECTED  WITH THIS  AGREEMENT  SHALL BE
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.

SECTION  20.  No Waiver; Cumulative Remedies.

         No  failure  on the  part of  Pledgee  to  exercise,  and no  delay  in
exercising,  any  right,  power or remedy  hereunder  shall  operate as a waiver
thereof nor shall any single or partial  exercise  of any such  right,  power or
remedy by Pledgee preclude any other or further exercise thereof or the exercise
of any right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.

SECTION  21.  Severability.

         In case any security  interest or other right of Pledgee  shall be held
to  be  invalid,  illegal  or  unenforceable,  such  invalidity,  illegality  or
unenforceability  shall not affect any other  security  interest or other right,
privilege or power granted under this Agreement.

SECTION  22.  Counterparts.

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an  original  and all of which when taken  together  shall
constitute one and the same instrument.

SECTION  23.  Miscellaneous

         Neither  this  Agreement  nor any term hereof may be  changed,  waived,
discharged or terminated orally, but only by an instrument in writing, signed by
Pledgee and Pledgor.  The provisions of this Agreement shall be binding upon the
successors and assigns of Pledgor.  The term  "Pledgee",  as used herein,  shall
include any  successor or assign of Pledgee at the time  entitled to the pledged
interest in the Pledged  Collateral.  The  headings  in this  Agreement  are for
purposes of reference only and shall not limit or define the meaning hereof.

SECTION  24.  Captions

         The  captions at various  places in this  Agreement  are  intended  for
convenience



<PAGE>


only  and do not  constitute  and  shall  not be  interpreted  as  part  of this
Agreement.

SECTION  25.  Recapture

         Anything in this Agreement to the contrary notwithstanding,  if Pledgee
receives any payment or payments on account of the  Indebtedness,  which payment
or payments or any part  thereof are  subsequently  invalidated,  declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver,  or any other  party  under the  United  States  Bankruptcy  Code,  as
amended, or any other federal or state bankruptcy, reorganization, moratorium or
insolvency  law relating to or affecting the  enforcement  of creditors'  rights
generally,  common law or equitable doctrine,  then to the extent of any sum not
finally  retained  by  Pledgee,   Pledgor's  obligations  to  Pledgee  shall  be
reinstated  and this  Agreement  shall  remain in full  force and  effect (or be
reinstated)  until payment shall have been made to Pledgee,  which payment shall
be due on demand.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the 5th day of May, 1998.


                                            CFP GROUP, INC.

                                            By:_________________________________
                                               Name:      Eric Ek
                                               Title:     Vice President



                                            FLEET CAPITAL CORPORATION

                                            By:_________________________________
                                               Name:
                                               Title:



<PAGE>


                                                    SCHEDULE A


<TABLE>
                                                   PLEDGED STOCK
                                              ISSUER: CFP GROUP, INC.

<CAPTION>
        Issuer                Class of Stock            Stock Certificate             Par Value          Number of
                                                              Number                                      Shares
<S>                       <C>                                   <C>                      <C>              <C>
CFP Holdings, Inc.        Voting Common                         10                       .01              14,705
                          Non-Voting Common                     14                       .01               6,398
                          Series A Preferred                    10                       .01               3,528
</TABLE>