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Exhibit 10.78

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE(the "Agreement") is entered into by and between NULAID
FOODS, INC., VALLEY FRESH FOODS, INC., and NULAID NEST-BEST, on the one hand, and NORTH CAROLINA STATE UNIVERSITY ("NCSU") and MICHAEL FOODS, INC. ("Michael Foods"),
on the other hand. The "Effective Date" of this Agreement shall be the date by which the last party executes the agreement and the Pre-Settlement Royalties are paid.

RECITALS

A.  NCSU
is the holder, and Michael Foods is the exclusive licensee, of U.S. Patents Nos. 4,808,425 (the "425 Patent"), 4,957,759 (the "759 Patent"), 4,994,291 (the
"291 Patent"), 5,019,408 (the "408 Patent"), and reissue application, U.S. Serial No. 08/061,985 ("Reissue Application") and the associated re-examination certificates (collectively
the "Patents-In-Suit"), which patents relate to the manufacture of extended shelf life liquid whole egg product (as disclosed in the "425 patent at column 8 lines
45-68) (the "Product").

B.  On
August 12, 1993, Nulaid Foods, Inc. filed a declaratory relief action in the United States District Court, Eastern District of California, Civil
Action No. CIV-S-93-1314 WBS (PAN), seeking a judgment that the Patents-In-Suit are invalid, unenforceable and not infringed by Nulaid
Foods, Inc. NCSU and Michael Foods answered Nulaid Foods, Inc.'s complaint denying the allegations, asserting various affirmative defenses, and asserting a counterclaim against Nulaid
Foods, Inc. for damages and injunctive relief alleging that Nulaid Foods, Inc. infringed the Patents-In-Suit.

C.  On
August 13, 1993, Michael Foods and NCSU filed an action for damages and injunctive relief against Nulaid Foods, Inc. alleging that Nulaid
Foods, Inc. infringed the four Patents-In-Suit. Nulaid Foods, Inc. answered Michael Foods' and NCSU's complaint denying the allegations, asserting various
affirmative defenses, and asserting a counterclaim for declaratory judgment that the Patents-In-Suit are invalid, unenforceable and not infringed by Nulaid Foods, Inc.

D.  The
two actions were consolidated under Case No. CIV-S-93-1314 WBS (PAN) (the "Pending Litigation").

E.  On
or about July 1, 1994, the pleadings were amended to add Valley Fresh Foods and Nulaid Nest-Best as plaintiffs and cross-defendants.

F.  Nulaid
Nest-Best, a general partnership between Nulaid Foods, Inc and Valley Fresh Foods, Inc. was formed on or about February 27, 1994.
Nulaid Nest-Best sold 1,727,144 pounds of the Product. Nulaid Nest-Best ceased doing business, wound-up and dissolved on or about July 31, 1994.

G.  The
parties to this Agreement wish to reach full and final settlement of the disputes noted above.

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AGREEMENT

In consideration of the mutual covenants and promises set forth below, and for good and fair consideration, receipt of which is hereby acknowledged, the
parties agree and stipulate as follows:

1.Warranties and Disclosures



2.Non-exclusive Sublicense.



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Redacted text.

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3.Royalty and Reports.



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Redacted text.

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4.Audit.



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5.Adjustment of Royalties.Royalties shall not be adjusted based on any future license or settlement
absent written consent of each of Nulaid Foods, Inc., Michael Foods and NCSU.

6.Termination of Sublicense.The sublicense terminates automatically on the filing of bankruptcy by
Nulaid Foods, Inc. or upon the assignment of the license or any rights under it to the benefit of creditors or any pledge or hypothecation of the license. Michael Foods shall have the right to
terminate the sublicense granted by this Agreement by giving written notice upon the failure of Nulaid Foods, Inc. to make any payment required under this agreement when due, provided that
Michael Foods shall first have given written notice of said failure to Nulaid Foods, Inc. and Nulaid Foods, Inc. shall have failed to cure the non-payment within thirty
(30) days of receipt of said notice. In order to preserve its right to contest whether a disputed payment is due, Nulaid Foods, Inc. shall have the right to cure any default in payment
by paying Michael Foods under protest.

7.Cooperation.Nulaid Foods, Inc. and Valley Fresh Foods will not aid third parties in
subsequent suits or proceedings where those third parties are trying to prove the Patents-in-Suit, or any of them, are invalid, unenforceable or not infringed, except in
accordance with service of process or court order and after notification to Michael Foods and NCSU.

8.Agreement To Have Preclusive Effect.Nulaid Foods, Inc. and Valley Fresh Foods will not
contest the validity or enforceability of any claim or claims of the Patents-in-Suit in any subsequent suit or proceeding. Nulaid Foods, Inc. and Valley Fresh Foods will
not contest their infringement of the claims of the Patents-in-Suit by its current and previous methods in any subsequent suits or proceedings. The parties intend this
resolution of validity, enforceability, and infringement to be res judicata between the parties and to have preclusive effect so any party is foreclosed from challenging validity, enforceability,
and/or infringement in a subsequent suit under the doctrine of collateral estoppel.

9.Michael Foods' General Release.In consideration of the promises and covenants set forth in this
Agreement, Michael Foods hereby fully releases and forever discharges Nulaid Foods, Inc., Valley Fresh Foods, Nulaid Nest-Best, their successors, assigns, officers, and directors,
from any and all liabilities, claims, demands, contracts, debts, obligations, arbitrations, actions, or causes of action, known or unknown, in law or equity, asserted or unasserted, arising out of, or
in any way connected with, or related to the claims alleged in the Pending Litigation, including but not limited to any claim of liability for any alleged past infringement of the
Patents-in-Suit.

10.NCSU's General Release.In consideration of the promises and covenants set forth in this Agreement,
NCSU hereby fully releases and forever discharges Nulaid Foods, Inc., Valley Fresh Foods, Nulaid Nest-Best, their successors, assigns, officers, and directors, from any and all
liabilities, claims, demands, contracts, debts, obligations, arbitrations, actions, or causes of action, known or unknown, in law or equity, asserted or unasserted, arising out of, or in any way
connected with, or related to the claims alleged in the Pending Litigation, including but not limited to any claim of liability for any alleged past infringement of the
Patents-in-Suit.

11.Nulaid Foods, Inc.'s General Release.In consideration of the promises and covenants set
forth in this Agreement, Nulaid Foods, Inc. hereby fully releases and forever discharges Michael Foods, NCSU, their affiliates, successors, assigns, officers, and directors from any and all
liabilities, claims,

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demands, contracts, debts, obligations, arbitrations, actions, or causes of action, known or unknown, in law or equity, asserted or unasserted, arising out of, or in any way connected with, or related
to the claims alleged in the Pending Litigation, including but not limited to any claims for declaratory relief regarding the validity, infringement, or enforceability of the
Patents-in-Suit.

12.Valley Fresh Foods' General Release.In consideration of the promises and covenants set forth in
this Agreement, Valley Fresh Foods hereby fully releases and forever discharges Michael Foods, NCSU, their affiliates, successors, assigns, officers, and directors from any and all liabilities,
claims, demands, contracts, debts, obligations, arbitrations, actions, or causes of action, known or unknown, in law or equity, asserted or unasserted, arising out of, or in any way connected with, or
related to the claims alleged in the Pending Litigation, including but not limited to any claims for declaratory relief regarding the validity, infringement, or enforceability of the
Patents-in-Suit.

13.Consent Judgment and Dismissal of the Pending Litigation.With the execution of this Agreement,
Nulaid Foods, Inc., Valley Fresh Foods, and a representative for the now defunct entity Nulaid Nest-Best shall execute the Consent Judgement and Injunction in the form of Attachment
A and deliver it to
counsel for Michael Foods and NCSU in the Pending Litigation upon receipt of the Agreement executed by Michael Foods and NCSU. Within two (2) business days of the execution of the consent
judgment, Michael Foods and/or NCSU shall file the executed Consent Judgment and Injunction with the Court for entry.

14.No Other Pending Claims.The parties hereto hereby represent and warrant that they have not filed
or served any claim, demand, suit or legal proceeding against any other party hereto which is now pending, other than the Pending Litigation.

15.No Prior Assignments.The parties hereto represent and warrant that they have not heretofore
assigned or transferred, or purported to assign or transfer, to any other person, entity, firm or corporation whatsoever, any claim, debt, liability, demand, obligation, expense, action or cause of
action herein released.

16.Confidentiality.The parties shall have the right to disclose the existence of this Agreement;
however, the parties, including their counsel and employees, shall keep the specific terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except
(a) with the prior written consent of the other parties; or (b) to any governmental body having jurisdiction to call therefor; or (c) in confidence to their legal counsel,
accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions; or (d) as otherwise may be required by law or legal process,
including to legal and financial advisors in their capacity of advising a party in such matters, except that if disclosure is sought in any legal proceeding, it shall be pursuant to a court-endorsed
protective order.

17.Advice of Counsel.The parties hereto have made such investigation of the facts pertaining to the
settlement and this Agreement, and all matters pertaining thereto, as they deem necessary. The parties represent that: (1) they are represented by the attorneys of their choice;
(2) prior to the execution of this Agreement each party's attorney reviewed this Agreement, made all desired changes, and approved this Agreement as to substance and form; (3) the terms
of this Agreement and its consequences (including risks, complications, and costs) have been fully explained to them by their attorneys; (4) they fully understand the terms and consequences of
this Agreement; (5) they are not relying upon any representation or statement made by any other party hereto, or by such other party's employees, agents, representatives or attorneys regarding
this Agreement or its preparation except to the extent such representations are expressly and explicitly incorporated herein; (6) they are not relying upon a legal duty, if one exists, on the
part of any other party, or upon the part of such other party's employees, agents, representatives or attorneys, to disclose any information in connection with the execution of this Agreement or its
preparation; and (7) they have freely signed this Agreement. It is

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expressly understood that no party shall ever assert any failure to disclose information by any other party as a ground for challenging this Agreement.

18.Construction.The language used in this Agreement shall be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

19.Captions.The parties acknowledge, agree and understand that the captions of the various portions
of this Agreement are for convenience and organization only, are not intended to constitute the substance of this Agreement, and are not intended to be referred to in construing or interpreting any
provision contained in this Agreement.

20.Terms.The terms of this Agreement are contractual in nature and not a mere recital.

21.Authority.Each signer of this Agreement hereby represents and covenants that he or she is
authorized to execute this Agreement on behalf of the party for which he or she is signing and that all necessary approvals have been obtained.

22.Successors Bound.

This
Settlement Agreement is binding upon and inures to the benefit of Michael Foods and NCSU, as well as their successors, assigns, officers, directors, agents, servants, employees,
and representatives.

23.Severability.If any provision of this Agreement is found to be unenforceable in any respect, such
unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the unenforceable provision had not been contained herein.

24.Integrated Agreement.This Agreement supersedes all prior agreements, if any, whether oral or
written, pertaining to all or any portion of its provisions. This Agreement may not be changed, modified, altered, interlineated, or supplemented, nor may any covenant, representation, warranty, or
other provision be waived, except by agreement in writing signed by the party against whom enforcement of the change, modification, alteration, interlineation, supplementation or waiver is charged.

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25.Notices.All notices required under this Agreement must be in writing, and may be given either
personally or by registered or certified (return receipt requested) mail as follows:

For Nulaid:

Chief Executive Officer
Nulaid Foods, Inc.
200 W. Fifth St.
Ripon, CA 95366For Valley Fresh Foods:

Chief Executive Officer
Valley Fresh Foods, Inc.
P.O. Box 910
Turlock, CA 95381For Michael Foods:

Chief Executive Officer
Michael Foods, Inc.
324 Park National Bank Bldg.
5353 Wayzata Blvd.
Minneapolis, MN 55416For NCSU:

Associate Vice Chancellor for Technology Transfer
North Carolina State University
Box 7003
Raleigh, North Carolina 27695-7003With copy to:
Office of Legal Affairs
North Carolina State University
Box 7008
Raleigh, North Carolina 27695-7008


26.Choice of Law and Forum Selection.This Agreement shall be governed by and interpreted pursuant to
North Carolina law. The parties hereto submit to venue and personal jurisdiction in North Carolina for any enforcement action under this Agreement.

Any
action for violation of the Consent Judgement and Injunction is subject to the full enforcement powers of the Federal Court for the Eastern District of California.

27.Attorneys Fees and Costs.The parties agree that they will each bear their own attorneys' fees and
cost related to the Pending Agreement and this Agreement. In the event of any dispute under this Agreement in which either the claimed amount or the award is less than One Hundred Thousand dollars
($100,000), the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, costs of investigation, expert expenses, and other related expenses.

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28.Counterparts.This Agreement may be executed in one or more counterparts, including by facsimile
copies, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

|DATED: August  , 2000  |  | NULAID NEST-BEST,a California partnership
By Nulaid Foods, Inc. Its General Partner
|---------------------- |  | -----------------------------------------------------------------------------------
|                       |  | By                                                                                 
|                       |  | Its                                                                                
|DATED: August  , 2000. |  | NULAID FOODS, INC.                                                                 
|                       |  | By                                                                                 
|                       |  | Its                                                                                
|DATED: August  , 2000. |  | VALLEY FRESH FOODS, INC.                                                           
|                       |  | By                                                                                 
|                       |  | Its                                                                                
|DATED: August  , 2000. |  | MICHAEL FOODS, INC.                                                                
|                       |  | By                                                                                 
|                       |  | Its                                                                                
|DATED: August  , 2000. |  | NORTH CAROLINA STATE UNIVERSITY                                                    
|                       |  | By                                                                                 
|                       |  | Its                                                                                

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