EMPLOYMENT  AGREEMENT
                                             dated as of March 9, 1998,  between
                                             CFP  HOLDINGS,   INC.,  a  Delaware
                                             corporation  (the  "Company"),  and
                                             William    G.     Delchiaro    (the
                                             "Executive").



         The Company  desires to employ the  Executive  as  President  and Chief
Executive  Officer of QF  Acquisition  Corp.,  a subsidiary of the Company doing
business under the name "Quality  Foods"  ("Quality  Foods"),  and the Executive
desires to accept  employment  with the  Company  upon the terms and  conditions
hereinafter set forth.

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations hereinafter set forth, the parties agree as follows:

         SECTION 1. Employment.

         The Company  hereby  employs the  Executive  and the  Executive  hereby
accepts employment by the Company upon the terms and conditions  hereinafter set
forth.

         SECTION 2. Term.

         The employment of the Executive  hereunder shall be for the period (the
"Employment  Period") commencing on March 17, 1998 (the "Commencement Date") and
ending on (a) the third anniversary thereof (the "Scheduled  Termination Date"),
or (b) such earlier date (the  "Termination  Date") upon which the employment of
the Executive shall terminate in accordance with the provisions hereof.

         SECTION 3. Duties.

         Until the first  anniversary  of the  Commencement  Date, the Executive
shall be employed as the President and Chief Executive Officer of Quality Foods.
Thereafter,  the  Executive  shall serve as the  President  and Chief  Executive
Officer of the Company and CFP Group,  Inc., its parent  company.  The Executive
shall perform such duties as are  consistent  with his title and  position,  but
shall have such other titles 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.  The Executive shall report to the Board and shall use his
best  efforts  to  perform  well  and  faithfully   the  foregoing   duties  and
responsibilities.

<PAGE>

         SECTION 4. Time to be Devoted to Employment.

         During the  Employment  Period,  the Executive  shall devote all of his
business  time,  attention  and  energies to the business of the Company and its
affiliates  (except for  vacations  to which he is entitled  pursuant to Section
6(b) and periods of illness or incapacity).  During the Employment  Period,  the
Executive  shall not engage in any business  activity  which,  in the reasonable
judgment of the Board,  conflicts  with the duties of the  Executive  hereunder,
whether or not such  activity  is pursued  for gain,  profit or other  pecuniary
advantage.

         SECTION 5. Compensation.

         (a) The Company (or at the Company's  option,  any  affiliate  thereof)
shall pay or caused to be paid to the Executive an annual base salary (the "Base
Salary")  during the  Employment  Period of $325 000 per annum,  payable in such
installments (but not less often than monthly) as is generally the policy of the
Company with respect to its  officers,  less such  deductions as are required by
applicable  law. The Base Salary shall be subject to annual Board review and may
be increased in the sole discretion of the Board.

         (b) In addition to the Base Salary,  the Executive shall be eligible to
participate in the Company's incentive stock option plan to be formulated by the
Board of Directors of the Company.

         (c)  The  Executive  shall  also  be  eligible  to  participate  in the
Company's  annual  cash bonus plan based upon  achieving  and  exceeding  annual
performance targets as determined by the Board.  Pursuant to such plan, provided
certain minimum performance  thresholds are met, the Executive would be entitled
to receive an annual  bonus of between  30% and 100% of the Base  Salary,  based
upon  achieving  80% to 120% of the  performance  targets  for such year (with a
bonus of 50% of the Base Salary to be payable if 100% of such targets are met).

         (d) Within 30 days of the Commencement  Date, the Company shall pay, or
cause to be paid, to the Executive a one-time  "signing"  bonus in the amount of
$75,000, less such deductions as are required by applicable law.

         SECTION 6. Business Expenses; Benefits.

         (a) The Company (or, at the Company's  option,  any affiliate  thereof)
shall reimburse,  or cause to be reimbursed,  the Executive,  in accordance with
the practice  from time to time for senior  executive  employees of the Company,
for all reasonable and necessary  expenses and other  disbursements  incurred by
the Executive for or on behalf of the Company in the  performance  of his duties
hereunder. The Executive shall

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<PAGE>

provide such appropriate documentation of expenses and disbursements as may from
time to time be reasonably required by the Company.

         (b) During the Employment  Period,  the Executive  shall be entitled to
four weeks of paid vacation during each 12-month period worked  beginning on the
Commencement Date.

         (c) During  the  Employment  Period,  the  Company  shall  provide  the
Executive with group health,  hospitalization and disability insurance and other
employee benefits  consistent with such benefits as are generally made available
from time to time to senior  executive  employees of the Company.  To the extent
the Company is not prohibited  from doing so by contract or applicable  law, the
Company shall make such benefits available to the Executive commencing as of the
Commencement Date.

         (d) During the  Employment  Period,  the Company shall also provide the
Executive with supplemental life and disability insurance, provided the premiums
therefor shall not exceed $5,000 on an annual basis.

         (e) During the Employment Period, the Executive shall be entitled to an
allowance for a leased  automobile not to exceed $1,200 per month  (inclusive of
all  maintenance,  gasoline,  insurance and other costs and expenses  related to
such automobile).

         SECTION 7. Involuntary Termination.

         (a) If the Executive is incapacitated or disabled by accident, sickness
or otherwise so as to render him mentally or physically  incapable of performing
the  services  required  to be  performed  by him  under  this  Agreement  (such
condition being  hereinafter  referred to as a "Disability") for a period of 180
consecutive days, or for an aggregate of 210 days, or longer during any 12-month
period, the Company may, at any time during the continuation of such Disability,
at its option,  terminate the  employment of the Executive  under this Agreement
immediately upon giving him written notice to that effect (such termination,  as
well as a termination  under Section 7(b), being  hereinafter  referred to as an
"Involuntary  Termination").  Until the Executive's  employment  hereunder shall
have been  terminated in accordance  with the foregoing,  the Executive shall be
entitled to receive his compensation notwithstanding any such Disability.

         (b) If the Executive dies during the Employment  Period, his employment
hereunder shall be deemed to cease as of the date of his death.


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<PAGE>


        SECTION 8. Termination For Cause.

         The Company may terminate the employment of the Executive  hereunder at
any time for Cause (as hereinafter  defined) (such termination being referred to
herein as a "Termination  For Cause") by giving the Executive  written notice of
such  termination,  effective  immediately upon the giving of such notice to the
Executive.  As used in this  Agreement  (a)  "Cause"  means (i) the  Executive's
material breach of this Agreement and, if such breach is capable of being cured,
the  failure  to cure such  breach  within 30 days of  notice  thereof  from the
Company to the Executive,  (ii) the Executive's past,  present or future conduct
that has a Material Adverse Effect,  whether or not previously disclosed,  (iii)
the  Executive's  disregard  of  lawful  instructions  of  the  Board  that  are
consistent  with the  Executive's  position,  or neglect of duties or failure to
act,  which,  in any case,  may  reasonably  be  anticipated  to have a Material
Adverse  Effect,  and the  continuance of such condition for a period of 10 days
after  notice  thereof from the Company to the  Executive,  (iv) alcohol or drug
abuse by the  Executive,  (v) the  commission by the Executive of a felony or an
act involving fraud, theft or dishonesty or (vi) the Executive's material breach
of any agreement with the Company or any of its  affiliates  and, if such breach
is capable of being  cured,  the failure to cure such  breach  within 30 days of
notice  thereof  from the Company to the  Executive  and (b)  "Material  Adverse
Effect" means a material adverse effect on the business,  operations,  financial
condition,  results of  operations,  assets,  liabilities  or  prospects  of the
Company or any of its affiliates.

         SECTION 9. Termination Without Cause.

         The Company may  terminate the  employment  of the Executive  hereunder
without Cause (such termination being hereinafter  referred to as a "Termination
Without  Cause") by giving the  Executive  written  notice of such  termination,
which notice shall be  effective on the date  specified  therein but not earlier
than the date on which such notice is given.

         SECTION 10. Voluntary Termination.

         Any termination of the employment of the Executive hereunder other than
as  a  result  of  an  Involuntary  Termination,  a  Termination  For  Cause,  a
Termination  Without  Cause or a  Termination  For  Nonrenewal  (as  hereinafter
defined) shall be deemed to be a "Voluntary Termination."

        SECTION 11. Termination For Nonrenewal.

         On the second anniversary of the Commencement Date, the Company and the
Executive  shall  enter into good  faith  negotiations  for the  renewal of this
Agreement  following the Scheduled  Termination Date. If the parties are unable,
within 90

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<PAGE>

days  after  commencement  of such  negotiations,  to agree to a renewal of this
Agreement on mutually  acceptable terms, the Executive shall continue to perform
the services required hereunder until the Scheduled  Termination Date, whereupon
a termination  for nonrenewal  (such  termination  being referred to herein as a
"Termination  For  Nonrenewal")  shall be  deemed  to have  occurred;  provided,
however,  that a Termination For Nonrenewal shall not be deemed to have occurred
in the event the Executive and the Company do in fact renew this Agreement prior
to the Scheduled Termination Date.

         SECTION 12. Effect of Termination

         (a) Upon the termination of the Executive's employment hereunder due to
a Termination  for Cause or a Voluntary  Termination,  neither the Executive nor
his  beneficiary  or estate shall have any further  rights or claims against the
Company or any of its affiliates under this Agreement, except to receive (i) the
unpaid  portion,  if any,  of the Base  Salary  provided  for in  Section  5(a),
computed on a pro rata basis to the Termination Date (based on the actual number
of days elapsed over a year of 365 or 366 days, as applicable),  (ii) any unpaid
accrued benefits of the Executive,  and (iii) reimbursement for any expenses for
which the Executive shall not have been reimbursed as provided in Section 6(a).

         (b) Upon the termination of the Executive's employment hereunder due to
an Involuntary Termination,  neither the Executive nor his beneficiary or estate
shall  have any  further  rights or claims  against  the  Company  or any of its
affiliates  under the  Agreement  except (i) to receive the amounts set forth in
Section 12(a) above and (ii) to continue to receive the Base Salary,  payable in
such  installments as it was paid to the Executive prior to such  termination of
employment, for a period of 12 months.

         (c) Upon the termination of the Executive's employment hereunder due to
a Termination Without Cause, neither the Executive nor his beneficiary or estate
shall  have any  further  rights or claims  against  the  Company  or any of its
affiliates  under this Agreement  except (i) to receive the amounts set forth in
Section  12(a) above,  (ii) to continue to receive the Base  Salary,  payable in
such  installments as it was paid to the Executive prior to such  termination of
employment,  for a period of 18 months  and  (iii) to  participate  in all group
health,  hospitalization  and  disability  insurance  plans as  contemplated  by
Section 6(c) hereof for a period of 18 months; provided,  however, that any such
rights under clauses (ii) and (iii) of this Section  12(c) shall be reduced,  to
the extent the Executive  shall obtain other  employment  during the period such
payments  are  required  to be made,  by the amount of the  salary and  benefits
received by the Executive in connection with such new employment.


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<PAGE>

         (d) Upon the termination of the Executive's employment hereunder due to
a Termination  For  Nonrenewal,  neither the Executive  nor his  beneficiary  or
estate shall have any further rights or claims against the Company or any of its
affiliates  under this Agreement  except (i) to receive the amounts set forth in
Section  12(a) above,  (ii) to continue to receive the Base  Salary,  payable in
such  installments as it was paid to the Executive prior to such  termination of
employment,  for a period of nine months and (iii) to  participate  in all group
health,  hospitalization  and  disability  insurance  plans as  contemplated  by
Section 6(c) hereof for a period of nine  months;  provided,  however,  that any
such rights under clauses (ii) and (iii) of this Section 12(d) shall be reduced,
to the extent the Executive shall obtain other employment during the period such
payments  are  required  to be made,  by the amount of the  salary and  benefits
received by the Executive in connection with such new employment.

         SECTION 13. Insurance.

         The Company  may,  for its own  benefit,  maintain  "key-man"  life and
disability insurance policies (collectively,  the "Insurance Policies") covering
the  Executive.  The Executive  will cooperate with the Company and provide such
information  or other  assistance  as the  Company  may  reasonably  request  in
connection with the Company's obtaining and maintaining the Insurance Policies.

         SECTION l4. Disclosure of Information.

         The Executive agrees that he will enter into, and comply with the terms
of, the Company's  customary  form of secrecy and  nondisclosure  agreement.  In
addition, and without limitation thereof, the Executive agrees that he will not,
at any time during the Employment Period or thereafter,  disclose to any person,
firm,  corporation  or other  business  entity,  except as required by law,  any
non-public  information  concerning  the  business,  clients  or  affairs of the
Company  or any  subsidiary  or  affiliate  thereof  for any  reason or  purpose
whatsoever  nor  shall  the  Executive  make  use  of  any  of  such  non-public
information  for his  own  purpose  or for  the  benefit  of any  person,  firm,
corporation  or other  business  entity  except  the  Company  or any  affiliate
thereof.

         SECTION 15. Right to Inventions.

         The Executive shall promptly disclose,  grant and assign to the Company
for its sole use and  benefit  any and all marks,  designs,  logos,  inventions,
improvements,  technical  information and suggestions relating in any way to the
business actually conducted by the Company, which he may develop or which may be
acquired by the Executive  during the Employment  Period  (whether or not during
usual working hours), together with all trademarks,

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<PAGE>


patent applications, letters patent, copyrights and reissues thereof that may at
any  time be  granted  for or upon  any  such  mark,  design,  logo,  invention,
improvement or technical information. In connection therewith:

         (a) the  Executive  shall  without  charge,  but at the  expense of the
Company,  promptly at all times hereafter execute and deliver such applications,
assignments, descriptions and other instruments as may be necessary or proper in
the  opinion of the  Company to vest title to any such  marks,  designs,  logos,
inventions,    improvements,    technical   information,    trademarks,   patent
applications,  patents,  copyrights  or  reissues  thereof in the Company and to
enable it to obtain and maintain the entire right and title  thereto  throughout
the world;

         (b) the Executive shall render to the Company at its expense (including
a reasonable  payment for the time involved in case he is not then in its employ
based on his last per diem  earnings)  all such  assistance as it may require in
the  prosecution of applications  for said  trademarks,  patents,  copyrights or
reissues  thereof,  in the prosecution or defense of interferences  which may be
declared involving any said trademarks,  applications, patents or copyrights and
in any  litigation  in which the Company  may be  involved  relating to any such
trademarks, patents, inventions, improvements or technical information; and

         (c) for the avoidance of doubt,  it is hereby agreed that the foregoing
provisions  shall be deemed to  include an  assignment  of future  copyright  in
accordance  with Section 37 of the  Copyright  Act of 1986 and any  amendment or
re-enactment thereof.

         SECTION 16. Restrictive Covenant.

         (a)  The  Executive   acknowledges   and  recognizes  that  during  the
Employment  Period he will be privy to  non-public  information  critical to the
Company's and its affiliates'  business and further  acknowledges and recognizes
that the Company would find it extremely difficult to replace him.  Accordingly,
in consideration of the premises  contained herein,  and the consideration to be
received  by the  Executive  hereunder,  during  the  Employment  Period and the
Non-Competition  Period (as defined below), the Executive shall not (i) directly
or  indirectly  engage in,  represent  in any way,  or be  connected  with,  any
Competing  Business (as defined below),  whether such engagement  shall be as an
officer,  director, owner, employee,  partner, affiliate or other participant in
any  Competing  Business;  (ii)  assist  others  in  engaging  in any  Competing
Business;  (iii) induce any employee of the Company or any affiliate  thereof to
terminate such  employee's  employment with the Company or any such affiliate or
to engage in any  Competing  Business;  or (iv) induce any entity or person with
which the

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<PAGE>

Company or any  affiliate  thereof has a business  relationship  to terminate or
alter such business  relationship;  provided,  however, that the foregoing shall
not prevent the  Executive  from owning the  securities of or an interest in any
business, provided such ownership of securities or interest represents less than
five  percent (5%) of any class or type of  securities  of, or interest in, such
business.

         (b) The Executive understands that the foregoing restrictions may limit
his ability to earn a  livelihood  in a business  similar to the business of the
Company or any  affiliate  thereof,  but he  nevertheless  believes  that he has
received  and will receive  sufficient  consideration  and other  benefits as an
employee of the Company and as  otherwise  provided  hereunder  and  pursuant to
other  agreements  between the Company and the Executive to justify clearly such
restrictions which, in any event (given his education,  skills and ability), the
Executive does not believe would prevent him from earning a living.

         (c) As used  herein,  "Competing  Business"  shall mean any business in
North  America if such  business  or the  products  sold by it are  competitive,
directly  or  indirectly,  with (i) the  business  of the  Company or any of its
affiliates,  (ii) any of the products  manufactured,  sold or distributed by the
Company  or any of its  affiliates  or (iii)  any  products  or  business  being
developed by the Company or any of its affiliates;  and "Non-Competition Period"
shall  mean  the  period  commencing  on  the  day  immediately   following  the
Termination  Date  and  ending  on the  later  of (A) 18  months  following  the
Termination  Date and (B) if the Executive  owns any  securities  (including the
right to receive any such securities) of the Company or any of its affiliates on
the  Termination  Date,  the date on which  the  Executive  no  longer  owns any
securities  (including the right to receive any such  securities)  issued by the
Company or any of its affiliates; provided, however, that at the election of the
Company at least 30 days prior to the date (the  "Last  Payment  Date") on which
the last  payment  of Base  Salary  would  otherwise  be made  pursuant  to this
Agreement  (including,  without limitation,  as contemplated by Section 12(c) or
Section  12(d)  hereof),  the Company may continue to pay the Executive his Base
Salary  for up to 12 months  beyond  the Last  Payment  Date,  in which case the
Non-Competition  Period shall be extended for the duration of the period  during
which the Company has elected to make such additional payments of Base Salary.

         SECTION 17. Enforcement; Severability; Etc.

         It is the desire and intent of the parties that the  provisions of this
Agreement shall be enforced to the fullest extent permissible under the laws and
public policies  applied in each  jurisdiction  in which  enforcement is sought.
Accordingly,  if any particular provision of this Agreement shall be adjudicated
to be invalid or unenforceable, such provision shall

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<PAGE>

be deemed amended to delete therefrom the portion thus adjudicated to be invalid
or  unenforceable,  such deletion to apply only with respect to the operation of
such  provision in the particular  jurisdiction  in which such  adjudication  is
made.

         SECTION 18. Remedies.

         The Executive  acknowledges and understands that the provisions of this
Agreement  are of a  special  and  unique  nature,  the loss of which  cannot be
adequately  compensated  for in damages by an action at law, and that the breach
or threatened breach of the provisions of this Agreement would cause the Company
irreparable harm. In the event of a breach or threatened breach by the Executive
of the  provisions  of this  Agreement,  the  Company  shall be  entitled  to an
injunction restraining him from such breach. Nothing contained in this Agreement
shall be  construed as  prohibiting  the Company from or limiting the Company in
pursuing any other  remedies  available for any breach or  threatened  breach of
this Agreement.

         SECTION 19. Notices.

         All  notices,  claims,   certificates,   requests,  demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly   given   and   delivered   if   personally   delivered   or  it   sent  by
nationally-recognized  overnight  courier,  by  telecopy,  or by  registered  or
certified  mail,  return  receipt  requested and postage  prepaid,  addressed as
follows:

        if to the Company, to it at:

        1205 West Olympic Boulevard
        Montebello, California 90640
        Attention: President
        Telecopier: (213) 727-0412
        Telephone: (213) 727-0900;

        with a copy to:

        First Atlantic Capital, Ltd.
        135 East 57th Street
        New York, New York 10022
        Attention: Mr. James A. Long
        Telecopier: (212) 750-0954
        Telephone: (212) 750-0300; and

        O'Sullivan Graev & Karabell, LLP
        30 Rockefeller Plaza
        New York, New York 10112
        Attention: Lawrence G. Graev, Esq.
        Telecopier: (212) 408-2420
        Telephone: (212) 408-2400;

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<PAGE>

        if to the Executive, to him at:

        c/o QF Acquisition Corp.
        5501 Tabor Road
        Philadelphia, Pennsylvania 19120
        Telecopier: (215) 288-5804
        Telephone: (800) 275-8902

or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other party or parties in writing in accordance  herewith.  Any
such notice or  communication  shall be deemed to have been  received (a) in the
case of  personal  delivery,  on the date of such  delivery,  (b) in the case of
nationally-recognized overnight courier, on the next business day after the date
when sent, (c) in the case of telecopy  transmission,  when received, and in the
case of mailing,  on the third business day following that on which the piece of
mail containing such communication is posted.

         SECTION 20. Successors and Assigns.

         Subject to Section 25 hereof,  the provisions of this Agreement will be
binding  upon,  and will inure to the benefit of, the  respective  heirs,  legal
representatives, successors and permitted assigns of the parties.

         SECTION 21. Governing Law.

         This  Agreement  will be governed  by, and  construed  and  enforced in
accordance  with,  the laws of the State of New York  (without  giving effect to
principles of conflicts of laws).

         SECTION 22. Waiver of Breach.

         The  waiver  by  either  party of a  breach  of any  provision  of this
Agreement  must be in writing and shall not operate or be  construed as a waiver
of any other breach.

         SECTION 23. Entire Agreement; Amendments.

         This Agreement and the agreements referred to herein contain the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersede  all prior  agreements  or  understandings  between the  parties  with
respect  thereto.  This Agreement may be amended only by an agreement in writing
signed by the parties.

         SECTION 24. Headings.

         The section  headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

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<PAGE>

         SECTION 25. Assignment.

         This  Agreement  is personal  in its nature and the parties  shall not,
without  the  consent of the other,  assign or transfer  this  Agreement  or any
rights or obligations hereunder;  provided, however, that the Company may assign
this  Agreement to any of its  affiliates  and the  provisions of this Agreement
shall  inure to the  benefit  of, and be binding  upon,  each  successor  of the
Company, whether by merger, consolidation,  transfer of all or substantially all
of its assets, or otherwise.

         SECTION 26. Counterparts.

         This  Agreement  may  be  executed  in  counterparts,   and  each  such
counterpart  shall  be  deemed  to be  an  original  instrument,  but  all  such
counterparts together shall constitute but one agreement.

         SECTION 27. Gender.

         Any  reference to the  masculine  gender shall be deemed to include the
feminine and neuter genders unless the context otherwise requires.

                            *       *       *      *

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<PAGE>

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Employment
Agreement as of the date first written above

                                        CFP HOLDINGS, INC.

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

                                            /s/ William G. Delchiaro
                                        ------------------------------
                                               William G. Delchiaro

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