EXHIBIT 10.17

                      PATENT COLLATERAL SECURITY AGREEMENT

         THIS PATENT 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

         Company,  Custom Food  Products,  Inc. and CFP Holdings,  Inc.  (each a
"Borrower" and  collectively,  the  "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 Patent Collateral  Security Agreement (as amended,  modified,  restated and
supplemented  from  time to  time,  the  "Security  Agreement").  This  Security
Agreement,   covering  Patents  (as  hereinafter  defined),  is  being  executed
contemporaneously  with the Loan Agreement  under which Lender is granted a lien
on and security interest in the Patents,  whereby Lender shall have the right to
foreclose on the Patents 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,  Company and
Lender hereby agree as follows:

         1. Defined Terms. As used in this Security Agreement,  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 patent license agreements of Company
designated  on  Schedule  I hereto,  as any of the same may from time to time be
amended or supplemented.

                  "Patents"  shall mean all right,  title and interest in and to
the U.S.,  Canadian  and foreign  patent  applications  and U.S.,  Canadian  and
foreign  patents  shown in the attached  Schedule A and those  patents which are
hereafter  obtained or acquired by Company and all  registrations,  applications
and recordings thereof, including, without limitation, all reissues,  divisions,
continuations,  renewals, extensions and continuations-in-part  thereof, and all
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.

                  "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



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insurance, indemnity, warranty or guarantee payable to Company 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 Company 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 of the Collateral.

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

         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 Company in and to
the Patents,  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  patents,  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  all  reissues,   divisions,   continuations,   renewals,   extensions   and
continuations-in-part  thereof,  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  hereafter   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  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



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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 Patents,  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  items  disclosed  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 Patents,  except where the failure to use or
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 Patents,  except where the failure to use
or continue to use such standards would not have a Material Adverse Effect.

         4. New Patents.  (a) If, before the Obligations shall have been paid in
full,  Company shall obtain rights to any new Patents or become  entitled to the
benefit  of  any  patent  application  or  patent  for  any  reissue,  division,
continuation,  renewal,  extension, or continuation-in-part of any Patent or any
improvement  on any Patent,  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  Patents,  including  Patent  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 Patents.  Company will not do any act, or
omit to do any act,  whereby  the  Patents 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 Patents 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 when the failure to
do so would not have a Material Adverse Effect.

                  (b)  Indemnification.  (A) Company assumes all  responsibility
and  liability  arising  from  the  use  of  the  Patents,  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 Patents.  (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,



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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 License 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 shall 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.

                  (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  recklessness  or
willful misconduct.



<PAGE>


                  (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 Patents 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  Patents,  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  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.



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

                    STATE OR        ISSUE OR
PATENT NO.          COUNTRY        FILING DATE               TITLE
----------          -------        -----------               -----

4,975,294           U.S.A.           12/4/90           Process for making a
                                                       restructured meat product



<PAGE>


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

         Before me, the undersigned,  on this ____ day of May, 1999,  personally
appeared Erik 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,  with its chief
executive  office  at  5501  Tabar  Road,   Philadelphia,   Pennsylvania   13120
("Company"),  pursuant  to a Patent  Collateral  Security  Agreement  ("Security
Agreement"),  hereby  appoints and  constitutes  FLEET  CAPITAL  CORPORATION,  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  Patents  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 here
         of, 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 the Loan Agreement.


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

                                               By:______________________________
                                                  Name:   Erik Ek
                                                  Title:  Vice President and CFO


<PAGE>



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

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


                                           _____________________________________
                                           Notary Public