AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AGREEMENT made and entered into as of this 31st day of December,
1994, and amended as of the 31st day of December 1995 and amended as of the 31st
day of October 1997 by and between MICHAEL FOODS, INC., a Minnesota corporation
(hereinafter referred to as "Michael Foods") and KEVIN O. KELLY (hereinafter
referred to as "Kelly").

         WHEREAS, Kelly has served as President Michael Foods Sales since June
1992; and

         WHEREAS, Kelly has previously served as an Officer of Crystal Farms
Refrigerated Distribution Company and Kohler Mix Specialties, Inc., each of
which is a wholly-owned subsidiary of Michael Foods, since June 1987; and

         WHEREAS, Michael Foods and Kelly have agreed to enter into this
Agreement effective as of January 1, 1995.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties agree that this Agreement is effective as of January 1,
1995 as follows:

         1. EMPLOYMENT AND DUTIES. Michael Foods shall employ Kelly to serve as
President Michael Foods Sales and in such capacity Kelly shall perform such
duties as the Bylaws provide and as the CEO of Michael Foods may from time to
time determine.

         2. TERM. This Agreement shall be effective as of January 1, 1995 and
shall continue through December 31, 1998, unless earlier terminated as provided
herein. This Agreement may be extended thereafter upon the written agreement of
the parties hereto.

         3. BASE SALARY. For all services rendered by Kelly, Michael Foods
agrees to pay to Kelly an annual Base Salary for each of the calendar years of
this Agreement from January 1, 1998 through December 31, 1998 of at least
$174,000 payable in substantially equal semi-monthly installments.

         4. ADDITIONAL BENEFITS AND WORKING FACILITIES.

                  a. For each calendar year during the term of this Agreement,
         Kelly shall be entitled to participate in the Executive Incentive
         Compensation Plan of Michael Foods. Any Incentive Compensation or
         Options earned under said Plan shall be determined and paid or granted
         in accordance with the Plan.

                  b. Michael Foods shall provide Kelly with medical insurance
         and shall permit Kelly to participate in other fringe benefit plans as
         Michael Foods may from time to time establish for its executive
         officers. The terms of said benefits shall be no less generous than
         those offered to other executive officers of Michael Foods.

                  c. Kelly is entitled to take vacations at reasonable times and
         for customary and reasonable lengths of time consistent with his
         overall responsibilities as President Michael Foods Sales.


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                  d. Michael Foods shall reimburse Kelly for all reasonable
         expenses incurred by Kelly in connection with Michael Foods' business,
         including but not limited to, expenses of travel and entertainment,
         upon presentation of itemized statements therefor.

         5. EVENTS OF TERMINATION. The employment of Kelly hereunder shall
terminate as follows:

                  a. Upon the Incapacity or death of Kelly;

                  b. Upon thirty (30) days' written notice by either party,
         other than as provided in sub-paragraphs c. and d., below;

                  c. Without notice by Michael Foods for Cause; or

                  d. By Michael Foods without Cause if there is a Change in
         Control of Michael Foods and thereafter Kelly's Duties are
         Substantially Reduced or Negatively Altered without his prior written
         consent.

         "CAUSE" for purposes hereof shall mean a determination by Michael Foods
that Kelly has (i) committed an illegal or dishonest act that directly reflects
upon his fitness to act as President Michael Foods Sales; (ii) intentionally
breached his fiduciary obligations to Michael Foods; or (iii) refused or is
unable to perform his duties hereunder, other than as a result of illness or
disability, for a period of thirty (30) days.

         "INCAPACITY" for purposes hereof shall mean a determination by Michael
Foods in its sole discretion that Kelly is unable to perform his job
responsibilities as President Michael Foods Sales as a result of chronic
illness, physical, mental or any other disability for a period of six (6) months
or more.

         If Kelly's employment is terminated under subsection (a) or by Michael
Foods under subsection (b), Kelly shall receive as a termination payment an
amount equal to one year's Base Salary, plus any Incentive Compensation earned
for any year prior to the year of termination which is unpaid at the date of
termination. Such termination payment shall be made in substantially equal
monthly installments beginning on the first day of the month following
termination of employment for twelve (12) months. If Kelly's employment is
terminated by Kelly under subsection (b), Kelly shall receive no termination
payment; however, Kelly will be entitled to receive any Incentive Compensation
earned for any year prior to the year of termination which is unpaid at the date
of termination. Any Incentive Compensation earned for any year prior to the year
of termination which is unpaid at the date of termination shall be due and
payable in full within 15 days of the determination by the Board of Directors of
the amount of Incentive Compensation to which Kelly is entitled to receive, but
in no event shall the date of payment be more than 90 days following termination
of employment. If Michael Foods terminates Kelly under subsection (c) above, no
amount shall be paid beyond the last day of service by Kelly and Kelly shall not
be


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deemed to have earned any Incentive Compensation or Options for the year of
termination. In the case of Incapacity or death, or termination by Michael Foods
without Cause in accordance with sub-paragraphs a., b. and d. above, all options
to purchase common stock previously granted to Kelly shall become fully vested
and not subject to Kelly's forfeiture.

         If Kelly's employment is terminated by Michael Foods under subsection
(d), Kelly shall receive as a termination payment an amount equal to two year's
Base Salary, plus any Incentive Compensation earned for any year prior to the
year of termination which is unpaid at the date of termination. Such termination
payment shall be made in a lump sum within 15 days following termination of
employment.

         "CHANGE IN CONTROL" means a Change in Control of Michael Foods of a
nature that would be required to be reported in response to Item 1(a) of Michael
Food's Current Report on Form 8-K, as in effect on the effective date of this
agreement, pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"); provided that, without limitation, such a Change in Control
shall be deemed to have occurred at such time as any "person" within the meaning
of Section 14(d) of the Exchange Act, other than Michael Foods, a subsidiary of
Michael Foods or any employee benefit plan sponsored by Michael Foods or a
subsidiary of Michael Foods, acquires (1) the power to elect, appoint or cause
the election or appointment of at least a majority of the members of the Board
of Directors of Michael Foods through the acquisition of beneficial ownership of
capital stock of Michael Foods or otherwise, or (2) all, or substantially all,
of the properties and assets of Michael Foods; provided, however, that a Change
in Control shall not be deemed to have occurred if (x) the acquisition of such
power or properties and assets is pursuant to a merger, consolidation, or sale
of properties and assets and (y) by reason of such transaction no person, or
related persons constituting a "group" for purposes of Section 13(d) of the
Exchange Act shall acquire the power to elect, appoint or cause the election or
appointment of a majority of the members of the Board of Directors of such
successor or transferee.

         "DUTIES ARE SUBSTANTIALLY REDUCED OR NEGATIVELY ALTERED" means, after
any Change in Control and without Kelly's express written consent:

         (i) the assignment to Kelly of any duties inconsistent with Kelly's
positions, duties, responsibilities and status with Michael Foods immediately
prior to a Change in Control, or a change in Kelly's reporting responsibilities,
titles or offices as in effect immediately prior to a Change in Control, or any
removal of Kelly from, or any failure to re-elect Kelly to, any of such
positions, except in connection with the termination of Kelly's employment for
Cause, upon the Incapacity or death of Kelly, or upon the voluntary termination
by Kelly;

         (ii) a reduction in Kelly's base salary in effect immediately prior to
any Change in Control; or the failure by Michael Foods 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 (2) full calendar years
immediately preceding a Change in Control;


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         (iii) Michael Foods requiring Kelly to be based anywhere other than the
geographic location at which Kelly was based immediately preceding the Change in
Control except for required travel on business to an extent substantially
consistent with the business travel obligations Kelly experienced immediately
preceding a Change in Control;

         (iv) the failure by Michael Foods to continue in effect benefit and
compensation plans substantially equivalent to the benefit or compensation plans
or arrangements in which Kelly was participating immediately preceding any
Change in Control; the taking of any action by Michael Foods not required by law
which would adversely affect Kelly's participation in or materially reduce
Kelly's benefits under any of such plans or deprive Kelly of any material fringe
benefit enjoyed by Kelly at the time of the Change in Control, but this
provision shall not apply to any stock option plan maintained by Michael Foods
prior to the Change in Control; or the failure by Michael Foods to provide Kelly
with the number of paid vacation days, holidays and personal days to which Kelly
was then entitled in accordance with Michael Foods' normal leave policy in
effect immediately preceding a Change in Control.

         6. ADDITIONAL DOCUMENTS. The parties shall each, without further
consideration, execute such additional documents as may be reasonably required
in order to carry out the purposes and intent of this Agreement and to fulfill
the obligations of the respective parties hereunder.

         7. WAIVER. Any waiver of any term or condition of this Agreement shall
not operate as a waiver of any other breach of such term or condition, or of any
other term or condition, nor shall any failure to enforce a provision hereof
operate as a waiver of such provisions or of any other provision hereof.

         8. NOTICES. All communications with respect to this Agreement shall be
considered given if delivered or sent as follows:

                  a. To Kelly by first class, certified mail, postage prepaid,
         return receipt requested, addressed as follows:

                      Kevin O. Kelly
                      16100 48th Ave. N.
                      Plymouth, MN 55446

                  b. To Michael Foods by first class, certified mail, postage
         prepaid, return receipt requested, addressed as follows:

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


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         or mailed to such other addresses as the parties hereto may designate
         by notice given in like manner. Notice shall be effective three (3)
         days after mailing or upon personal delivery.

         9. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of
the parties hereto with respect to the subject matter hereof and no party shall
be liable or bound to another in any manner by any warranties, representations
or guarantees, except as specifically set forth herein.

         10. MODIFICATIONS, AMENDMENTS AND WAIVERS. The parties hereto at any
time may by written agreement extend or modify this Agreement. This Agreement
shall not be altered or otherwise amended except pursuant to an instrument in
writing executed by the parties hereto.

         11. SEVERABILITY. No finding or adjudication that any provision of this
Agreement is invalid or unenforceable shall affect the validity or
enforceability of the remaining provisions herein, and this Agreement shall be
construed as though such invalid or unenforceable provisions were omitted.

         12. MISCELLANEOUS.

                  a. The terms and conditions of this Agreement shall inure to
         the benefit of and be binding upon the respective legal
         representatives, successors and assigns of the party thereto.

                  b. This Agreement is made pursuant to and shall be construed
         under the laws of the State of Minnesota.

                  c. This Agreement may be executed in one or more counterparts
         and each of such counterparts shall for all purposes be deemed to be an
         original, but all such counterparts shall together constitute one and
         the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement the date
and year above written.

                                       MICHAEL FOODS, INC.

                                       By  /s/ John Reedy
                                       Its Vice President - Finance

                                       /s/ Kevin O. Kelly
                                       KEVIN O. KELLY