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 JEFFREY M. SHAPIRO (hereinafter
referred to as "Shapiro").

         WHEREAS, under the date of March 1, 1988, Michael Foods and Shapiro
entered into an Employment Agreement which expires by its terms on December 31,
1994; and

         WHEREAS, Shapiro has served as Executive Vice President of Michael
Foods since May 1988; and

         WHEREAS, Michael Foods and Shapiro 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 the Employment Agreement dated March 1, 1988
is hereby amended and superseded in its entirety by this Agreement effective as
of January 1, 1995 as follows:

         1. EMPLOYMENT AND DUTIES. Michael Foods shall employ Shapiro to serve
as Executive Vice President and Secretary of Michael Foods and in such capacity
Shapiro shall perform such duties as the Bylaws provide and as the CEO of
Michael Foods may from time to time determine. Shapiro shall also serve, at the
request of Michael Foods, as a Director of each of Michael Foods' subsidiaries.

         2. TERM. This Agreement shall be effective as of January 1, 1995 and
shall continue through December 31, 1999 and shall automatically renew and
extend for additional two year terms unless otherwise terminated in accordance
with the provisions of this agreement.

         3. BASE SALARY. For all services rendered by Shapiro, Michael Foods
agrees to pay to Shapiro an annual Base Salary for each of the calendar years of
this Agreement from January 1, 1998 through December 31, 1999 of at least
$260,000 payable in substantially equal semi-monthly installments.

         4. ADDITIONAL BENEFITS AND WORKING FACILITIES.

         a.       For each calendar year during the term of this Agreement,
                  Shapiro 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 Shapiro with medical insurance and
                  shall permit Shapiro 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.


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

         d.       Michael Foods shall reimburse Shapiro for all reasonable
                  expenses incurred by Shapiro 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 Shapiro hereunder shall
terminate as follows:

                  a. Upon the Incapacity or death of Shapiro;

                  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 Shapiro'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 Shapiro has (i) committed an illegal or dishonest act that directly
reflects upon his fitness to act as Executive Vice President and Secretary; (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 Shapiro is unable to perform his job
responsibilities as Executive Vice President and Secretary as a result of
chronic illness, physical, mental or any other disability for a period of six
(6) months or more.

         If Shapiro's employment is terminated under subsection (a) or by
Michael Foods under subsection (b), Shapiro shall receive as a termination
payment all amounts due under this Agreement as Base Salary, but in any event in
an amount not less than one year's Base Salary, plus Shapiro shall receive fifty
percent (50%) of that Base Salary amount in lieu of any Incentive Compensation
and Options for the remaining term of this Agreement, 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 through the full term of this Agreement or
for twelve (12) months, whichever is later. If Shapiro's employment is
terminated by Shapiro under subsection (b), Shapiro shall receive no termination
payment; however, Shapiro will be entitled to receive any Incentive


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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 Shapiro 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 Shapiro
under subsection (c) above, no amount shall be paid beyond the last day of
service by Shapiro and Shapiro shall not be 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 Shapiro shall become fully vested and not subject to
Shapiro's forfeiture.

         If Shapiro's employment is terminated by Michael Foods under subsection
(d), Shapiro shall receive as a termination payment all amounts due under this
Agreement as Base Salary plus Shapiro shall receive fifty percent (50%) of that
Base Salary amount in lieu of any Incentive Compensation and Options for the
remaining term of this Agreement, but in any event in an amount not less than
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.

         Not withstanding the ambiguity of any provisions herein contained, this
employment agreement shall provide for a maximum termination payment of not more
than 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.

         "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.

<PAGE>


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

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

         (ii) a reduction in Shapiro'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;

         (iii) Michael Foods requiring Shapiro to be based anywhere other than
the geographic location at which Shapiro was based immediately preceding the
Change in Control except for required travel on business to an extent
substantially consistent with the business travel obligations Shapiro
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 Shapiro was participating immediately preceding any
Change in Control; the taking of any action by Michael Foods not required by law
which would adversely affect Shapiro's participation in or materially reduce
Shapiro's benefits under any of such plans or deprive Shapiro of any material
fringe benefit enjoyed by Shapiro 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
Shapiro with the number of paid vacation days, holidays and personal days to
which Shapiro 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:


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

                      Jeffrey M. Shapiro
                      5353 Wayzata Boulevard
                      324 Park National Bank Building
                      Minneapolis, MN  55416

                  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

         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.


<PAGE>


         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/ Jeffrey M. Shapiro
                                       JEFFREY M. SHAPIRO