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                                                                   Exhibit 10.74

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT made and entered into as of the 6th day of August, 1999, by
and between MICHAEL FOODS, INC., a Minnesota corporation (the "Company") and
BILL L. GOUCHER (the "Executive").

     WHEREAS, Executive has served as President of an operating company
subsidiary of Michael Foods, Inc.; and

     WHEREAS, Company and Executive have agreed to enter into this Agreement
effective as of January 1, 1999.

     NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties agree that this Agreement is effective as of January 1,
1999 as follows:

     1. EMPLOYMENT AND DUTIES. Company shall employ Executive to serve as
President of M.G. Waldbaum Company and in such capacity Executive shall perform
such duties as the Bylaws provide and as the CEO of the Company may from time to
time determine.

     2. TERM. This Agreement shall be effective as of January 1, 1999 and shall
continue through December 31, 2000, unless earlier terminated as provided herein
(the "Employment Period"). The Employment Period may be extended thereafter upon
the written agreement of the parties hereto.

     3. ANNUAL BASE SALARY. For all services by Executive, the Company agrees to
pay to Executive an Annual Base Salary for each of the calendar years of this
Agreement from January 1, 1999 through December 31, 2000 of at least $230,000.

     4. ADDITIONAL BENEFITS AND WORKING FACILITIES.

          a. Annual Bonus. For each calendar year during the term of this
     Agreement, Executive shall participate in the Michael Foods, Inc. 1994
     Executive Incentive Plan (and successor plans) (the "IP") and such other
     bonus arrangements as may be approved by the Compensation Committee of the
     Board of Directors (the "Compensation Committee") (the aggregate of all
     payments made under such bonus arrangements being herein referred to as the
     "Annual Bonus").

          b. Other Benefits. Executive shall be entitled to participate in all
     compensation, incentive, employee benefit, welfare and other plans,
     practices, policies and programs and fringe benefits, including vacation
     policy (collectively, "Employee Benefit Plans") on a basis no less
     favorable than that provided to any other executive officer of the Company.

          c. Expenses. The Company shall reimburse Executive for all reasonable
     expenses incurred by Executive in connection with the Company's business,
     including but not

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     limited to, expenses of travel and entertainment, upon presentation of
     itemized statements therefor.

     5. TERMINATION OF EMPLOYMENT.

          a. Death or Disability. The Executive's employment shall terminate
     automatically upon the Executive's death during the Employment Period. If
     the Company determines in good faith that the Disability of the Executive
     has occurred during the Employment Period (pursuant to the definition of
     Disability set forth below), it may give to the Executive written notice in
     accordance with Section 11 of this Agreement of its intention to terminate
     the Executive's employment. In such event, the Executive's employment with
     the Company shall terminate effective on the 30th day after receipt of such
     notice by the Executive (the "Disability Effective Date"), provided that,
     within the 30 days after such receipt, the Executive shall not have
     returned to full-time performance of the Executive's duties. For purposes
     of this Agreement, "Disability" shall mean a determination by the Company
     in its sole discretion that Executive is unable to perform his job
     responsibilities as a result of chronic illness, physical, mental or any
     other disability for a period of six months or more.

          b. With or Without Cause. The Company may terminate the Executive's
     employment during the Employment Period with or without Cause. For purposes
     of this Agreement, "Cause" shall mean:

               (i) the continued failure of the Executive to perform
          substantially the Executive's duties with the Company or one of its
          affiliates (other than any such failure resulting from incapacity due
          to physical or mental illness), after a written demand for substantial
          performance is delivered to the Executive by the Board which
          specifically identifies the manner in which the Board believes that
          the Executive has not substantially performed the Executive's duties,
          or

               (ii) the willful engaging by the Executive in illegal conduct or
          gross misconduct which is materially and demonstrably injurious to the
          Company, or

               (iii) conviction of a felony or guilty or nolo contendere plea by
          the Executive with respect thereto.

     For purposes of this provision, no act or failure to act, on the part of
     the Executive, shall be considered "willful" unless it is done, or omitted
     to be done, by the Executive in bad faith or without reasonable belief
     that the Executive's action or omission was in the best interests of
     the Company. Any act, or failure to act, based upon authority given
     pursuant to a resolution duly adopted by the Board or upon the instructions
     of the Chief Executive Officer (while the Executive does not serve as such)
     or based upon the advice of counsel for the Company shall be conclusively
     presumed to be done, or omitted to be done, by the Executive in good faith
     and in the best interests of the Company. The cessation of employment of
     the Executive shall not be deemed to be for Cause unless and until there
     shall have been delivered to the Executive a copy of a resolution duly
     adopted by the

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     affirmative vote of not less than 75% of the entire membership of the Board
     (excluding the Executive) at a meeting of the Board called and held for
     such purpose (after reasonable notice is provided to the Executive and the
     Executive is given an opportunity, together with counsel, to be heard
     before the Board) finding that, in the good faith opinion of the Board, the
     Executive is guilty of the conduct described in subparagraph (i), (ii) or
     (iii) above, and specifying the particulars thereof in detail.

          c. Good Reason. The Executive's employment may be terminated by the
     Executive for Good Reason. For purposes of this Agreement, "Good Reason"
     shall mean in the absence of a written consent of the Executive:

               (i) upon, or in anticipation of, a Change in Control, the
          assignment to the Executive of any duties inconsistent with the
          Executive's title and position (including status, offices and
          reporting requirements), authority, duties or responsibilities as
          contemplated by Section 1 of this Agreement, or any other action by
          the Company which results in a diminution in such position, authority,
          duties or responsibilities, excluding for this purpose an isolated,
          insubstantial and inadvertent action not taken in bad faith and which
          is remedied by the Company promptly after receipt of notice thereof
          given by the Executive; provided that after a Change in Control the
          Company shall have the flexibility to appoint the Executive to a
          reporting relationship different from that which existed prior to the
          Change in Control, to make an immaterial change in Executive's duties,
          or to change the Executive's title provided that Executive shall not
          have a stature less than that of an operating company President; it is
          understood that equivalent positions may have different titles;

               (ii) any failure by the Company to comply with any of the
          provisions of Section 3 of this Agreement or the failure by the
          Company to increase such Base Salary each year after a Change in
          Control by an amount which at least equals on a percentage basis, the
          mean average percentage increase in base salary for all employees
          similarly situated during the two full calendar years immediately
          preceding a Change in Control, other than an isolated, insubstantial
          and inadvertent failure not occurring in bad faith and which is
          remedied by the Company promptly after receipt of notice thereof given
          by the Executive;

               (iii) the failure of the Company upon a Change in Control to (A)
          continue in effect any employee benefit plan, compensation plan,
          welfare benefit plan or material fringe benefit plan in which
          Executive is participating immediately prior to such Change in Control
          or the taking of any action by the Company which would adversely
          affect Executive's participation in or reduce Executive's benefits
          under any such plan, unless Executive is permitted to participate in
          other plans providing Executive with substantially equivalent
          benefits, or (B) provide Executive with paid vacation in accordance
          with the most favorable past practice of the Company as in effect for
          Executive immediately prior to such Change in Control;

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               (iv) after, or in anticipation of, a Change in Control, any
          purported termination by the Company of the Executive's employment
          otherwise than as expressly permitted by this Agreement for Cause,
          death or Disability;

               (v) any failure by the Company to comply with and satisfy Section
          10(c) of this Agreement; or

               (vi) after, or in anticipation of, a Change in Control, any
          requirement that the Executive (A) be based anywhere more than 50
          miles from the office where the Executive is currently located or (B)
          travel on Company business to an extent substantially greater than the
          Executive's current travel obligations.

     For purposes of this Section, any good faith determination of "Good
     Reason" made by the Executive shall be conclusive.

          d. Notice of Termination. Any termination by the Company or by the
     Executive shall be communicated by Notice of Termination to the other party
     hereto given in accordance with Section 11(b) of this Agreement. For
     purposes of this Agreement, a "Notice of Termination" means a written
     notice which (i) indicates the specific termination provision in this
     Agreement relied upon, (ii) to the extent applicable, sets forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination of the Executive's employment under the provisions so
     indicated and (iii) if the Date of Termination (as defined below) is other
     than the date of receipt of such notice, specifies the termination date
     (which date shall be not more than 30 days after the giving of such
     notice). The failure by the Executive or the Company to set forth in the
     Notice of Termination any fact or circumstance which contributes to a
     showing of Good Reason or Cause shall not waive any right of the Executive
     or the Company, respectively, hereunder or preclude the Executive or the
     Company, respectively, from asserting such fact or circumstance in
     enforcing the Executive's or the Company's rights hereunder.

          e. Date of Termination. "Date of Termination" means (i) if the
     Executive's employment is terminated by the Company other than for
     Disability, the date of receipt of the Notice of Termination or any later
     date specified therein within 30 days of such notice, (ii) if the
     Executive's employment is terminated by reason of death or Disability, the
     Date of Termination shall be the date of death of the Executive or the
     Disability Effective Date, as the case may be, and (iii) if the Executive's
     employment is terminated by the Executive, the Date of Termination shall be
     30 days after the giving of such notice by the Executive provided that the
     Company may elect to place the Executive on paid leave for all or any part
     of such 30-day period.

          f. Change in Control. "Change in Control" means the occurrence of any
     one of the following events:

               (i) individuals who, on the date hereof, constitute the Board
          (the "Incumbent Directors") cease for any reason to constitute at
          least a majority of the Board, provided that any person becoming a
          director subsequent to the date

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          hereof, whose election or nomination for election was approved by a
          vote of at least two-thirds of the Incumbent Directors then on the
          Board (either by a specific vote or by approval of the proxy statement
          of the Company in which such person is named as a nominee for
          director, without written objection to such nomination) shall be an
          Incumbent Director; provided, however, that no individual initially
          elected or nominated as a director of the Company as a result of an
          actual or threatened election contest (as described in Rule 14a-11
          under the Securities Exchange Act of 1934 (the "Act")) ("Election
          Contest") or other actual or threatened solicitation of proxies or
          consents by or on behalf of any "person" (as such term if defined in
          Section 3(a)(9) of the Act and as used in Sections 13(d)(3) and
          14(d)(2) of the Act) other than the Board ("Proxy Contest"), including
          by reason of any agreement intended to avoid or settle any Election
          Contest or Proxy Contest, shall be deemed an Incumbent Director;

               (ii) any person is or becomes a "beneficial owner" (as defined in
          Rule 13d-3 under the Act), directly or indirectly, of securities of
          the Company representing 20% or more of the combined voting power of
          the Company's then outstanding securities eligible to vote for the
          election of the Board (the "Company Voting Securities"); provided,
          however, that the event described in paragraph (ii) shall not be
          deemed to be a Change in Control of the Company by virtue of any of
          the following acquisitions: (A) by the Company or any subsidiary, (B)
          by any employee benefit plan (or related trust) sponsored or
          maintained by the Company or any subsidiary, (C) by any underwriter
          temporarily holding securities pursuant to an offering of such
          securities, (D) pursuant to a Non-Qualifying Transaction (as defined
          in paragraph (iii)), or (E) pursuant to any acquisition by the
          Executive or any group of persons including the Executive (or any
          entity controlled by the Executive or any group of persons including
          the Executive);

               (iii) the consummation of a merger, consolidation, statutory
          share exchange or similar form of corporate transaction involving the
          Company or any of its subsidiaries that requires the approval of the
          Company's stockholders, whether for such transaction or the issuance
          of securities in the transaction (a "Reorganization"), or sale or
          other disposition of all or substantially all of the Company's assets
          to an entity that is not an affiliate of the Company (a "Sale"),
          unless immediately following such Reorganization or Sale: (A) more
          than 60% of the total voting power of (x) the corporation resulting
          from such Reorganization or the corporation which has acquired all or
          substantially all of the assets of the Company (in either case, the
          "Surviving Corporation"), or (y) if applicable, the ultimate parent
          corporation that directly or indirectly has beneficial ownership of
          100% of the voting securities eligible to elect directors of the
          Surviving Corporation (the "Parent Corporation"), is represented by
          Company Voting Securities that were outstanding immediately prior to
          such Reorganization or Sale (or, if applicable, is represented by
          shares into which such Company Voting Securities were converted
          pursuant to such Reorganization or Sale), and such voting power among
          the holders thereof is in substantially the same proportion as

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          the voting power of such Company Voting Securities among the holders
          thereof immediately prior to the Reorganization or Sale, (B) no person
          (other than any employee benefit plan (or related trust) sponsored or
          maintained by the Surviving Corporation or the Parent Corporation), is
          or becomes the beneficial owner, directly or indirectly, of 20% or
          more of the total voting power of the outstanding voting securities
          eligible to elect directors of the Parent Corporation (or, if there is
          no Parent Corporation, the Surviving Corporation) and (C) at least a
          majority of the members of the board of directors of the Parent
          Corporation (or, if there is no Parent Corporation, the Surviving
          Corporation) following the consummation of the Reorganization or Sale
          were Incumbent Directors at the time of the Board's approval of the
          execution of the initial agreement providing for such Reorganization
          or Sale (any Reorganization or Sale which satisfies all of the
          criteria specified in (A), (B) and (C) above shall be deemed to be a
          "Non-Qualifying Transaction"); or

               (iv) the stockholders of the Company approve a plan of complete
          liquidation or dissolution of the Company.

     Notwithstanding the foregoing, a Change in Control of the Company shall not
     be deemed to occur solely because any person acquires beneficial ownership
     of more than 20% of the Company Voting Securities as a result of the
     acquisition of Company Voting Securities by the Company which reduces the
     number of Company Voting Securities outstanding; provided, that if after
     such acquisition by the Company such person becomes the beneficial owners
     of additional Company Voting Securities that increases the percentage of
     outstanding Company Voting Securities beneficially owned by such person, a
     Change in Control of the Company shall then occur.

     6. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          a. Death or Disability. If, during the Employment Period the
     Executive's employment shall terminate on account of death or Disability:

               (i) the Company shall pay to the Executive or his estate in a
          lump sum in cash within 30 days after the Date of Termination the sum
          of (x) the Executive's Annual Base Salary through the Date of
          Termination to the extent not theretofore paid, and (y) the product of
          (1) the Target Bonus and (2) a fraction, the numerator of which is the
          number of whole and partial months in the fiscal year in which the
          Date of Termination occurs through the Date of Termination and the
          denominator of which is 12, to the extent not theretofore paid (the
          sum of the amounts described in clauses (x) and (y) shall be
          hereinafter referred to as the "Accrued Obligations");

               (ii) to the extent not theretofore paid or provided, the Company
          shall timely pay or provide to the Executive or his estate or
          beneficiaries any other amounts or benefits required to be paid or
          provided or which the Executive is eligible to receive under any plan,
          program, policy or practice or contract or

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          agreement of the Company and its affiliated companies through the Date
          of Termination (such other amounts and benefits shall be hereinafter
          referred to as the "Other Benefits");

               (iii) the Company shall pay to the Executive or his estate in a
          lump sum in cash within 30 days after the Date of Termination an
          amount equal to the Executive's current Annual Base Salary, and

               (iv) all stock options shall vest and remain exercisable for the
          remainder of their term and all restricted stock awards and other
          awards shall vest and become immediately payable.

          b. By the Company for Cause; By the Executive Other than for Good
     Reason. If the Executive's employment is terminated for Cause or the
     Executive terminates his employment without Good Reason during the
     Employment Period, this Agreement shall terminate without further
     obligations to the Executive other than the obligation to pay to the
     Executive (i) his Annual Base Salary through the Date of Termination to the
     extent theretofore unpaid and (ii) the Other Benefits.

          c. By the Company Other than for Cause, Death or Disability. If,
     during the Employment Period but prior to a Change in Control, the
     Executive's employment is terminated by the Company other than for Cause,
     Death or Disability:

               (i) the Company shall pay to the Executive in a lump sum in cash
          within 30 days after the Date of Termination the sum of:

                    (A) the amount of Executive's Annual Base Salary through the
               Date of Termination to the extent not theretofore paid; and

                    (B) an amount equal to the Executive's current Annual Base
               Salary.

               (ii) the Company shall provide the Executive with the Other
          Benefits.

               (iii) all stock options shall vest and remain exercisable for the
          remainder of their term and all restricted stock awards shall vest and
          become immediately payable.

          d. After, or in Anticipation of a Change in Control By the Company
     Other than for Cause or By the Executive for Good Reason. If the
     Executive's employment shall be terminated by the Company other than for
     Cause or the Executive terminates his employment for Good Reason in
     anticipation of or within two years following a Change in Control:

               (i) the Company shall pay to the Executive in a lump sum in cash
          within 30 days after the Date of Termination the sum of:

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                    (A) the Accrued Obligations;

                    (B) an amount equal to the product of (x) two (2) and (y)
               the sum of (1) the Executive's current Annual Base Salary; and

                    (C) any compensation previously deferred by Executive other
               than pursuant to a tax-qualified plan (together with any earnings
               and interest thereon).

               (ii) the Company shall provide the Executive with the Other
          Benefits.

               (iii) all stock options shall vest and remain exercisable for the
          remainder of their term and all restricted stock awards and other
          awards shall vest and become immediately payable.

     7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
and for which the Executive may qualify, nor shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company or any of its affiliated companies. Amounts which are
vested benefits or which the Executive is otherwise entitled to receive under
any plan, policy, practice or program of or any contract or agreement with the
Company or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly modified by this
Agreement; provided that the Executive shall not be eligible for severance
benefits under any other program or policy of the Company.

     8. FULL SETTLEMENT. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement, and such amounts shall
not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) pursued or defended against in
good faith by the Executive regarding the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any
delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Code.

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     9. SUCCESSORS.

          a. This Agreement is personal to the Executive and without the prior
     written consent of the Company shall not be assignable by the Executive
     otherwise than by will or the laws of descent and distribution. This
     Agreement shall inure to the benefit of and be enforceable by the
     Executive's legal representatives.

          b. This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

          c. The Company will require any successor (whether direct or indirect,
     by purchase, merger, consolidation or otherwise) to all or substantially
     all of the business and/or assets of the Company to assume expressly and
     agree to perform this Agreement in the same manner and to the same extent
     that the Company would be required to perform it if no such succession had
     taken place. As used in this Agreement, "Company" shall mean the Company as
     hereinbefore defined and any successor to its business and/or assets as
     aforesaid.

     10. MISCELLANEOUS.

          a. This Agreement shall be governed by and construed in accordance
     with the laws of the State of Minnesota, without reference to principles of
     conflict of laws. The captions of this Agreement are not part of the
     provisions hereof and shall have no force or effect. This Agreement may not
     be amended or modified otherwise than by a written agreement executed by
     the parties hereto or their respective successors and legal
     representatives.

          b. All notices and other communications hereunder shall be in writing
     and shall be given by hand delivery to the other party or by registered or
     certified mail, return receipt requested, postage prepaid, addressed as
     follows:

                                    If to the Executive:

                                    MR. BILL L. GOUCHER
                                    3060 Quinwood Lane
                                    Plymouth, MN  55441

                                    If to the Company:

                                    Michael Foods, Inc.
                                    5353 Wayzata Boulevard
                                    324 Park National Bank Building
                                    Minneapolis, Minnesota 55416

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     or to such other address as either party shall have furnished to the
     other in writing in accordance herewith. Notice and communications
     shall be effective when actually received by the addressee.

          c. The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement.

          d. The Company may withhold from any amounts payable under this
     Agreement such Federal, state, local or foreign taxes as shall be required
     to be withheld pursuant to any applicable law or regulation.

          e. The Executive's or the Company's failure to insist upon strict
     compliance with any provision of this Agreement or the failure to assert
     any right the Executive or the Company may have hereunder, including,
     without limitation, the right of the Executive to terminate employment for
     Good Reason pursuant to Section 5(c) of this Agreement, shall not be deemed
     to be a waiver of such provision or right or any other provision or right
     of this Agreement.

          f. From and after the Effective Date this Agreement shall supersede
     any other employment agreement between the parties with respect to the
     subject matter hereof.

          g. Subject to the provisions of 5(d), there shall be no limitation on
     the ability of the Company to terminate the Executive at any time with or
     without Cause.

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                          /s/ Bill L. Goucher
                                          --------------------------------------

                                          MICHAEL FOODS, INC.

                                          By: Gregg A. Ostrander
                                              ----------------------------------

                                          Title: President/CEO






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