EXHIBIT 10-12

                        LLC INTEREST REDEMPTION AGREEMENT

     This  Agreement  is  entered  into  this 30th day of  December  2002 by and
between   Developed   Technology   Resource,   Inc.,  a  Minnesota   corporation
(hereinafter ODTRO), Peter Joyce, a Wisconsin resident, and Savory Snacks LLC, a
Wisconsin limited liability company (hereinafter the OCompanyO).

                                    RECITALS
                                    --------

A.   DTR and Mr. Joyce are the only members of the Company.

B.   DTR has a 40% ownership interest and Mr. Joyce has a 60% ownership interest
in the Company.

C.   The Company is desirous of redeeming and DTR is desirous of selling the DTR
Interest.

                                    AGREEMENT
                                    ---------

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:

                                    ARTICLE I
                       REDEMPTION OF INTEREST, PRICE, ETC.

2.1  REDEMPTION OF INTEREST.  At the Closing,  the Company will redeem from DTR,
and DTR will  assign,  transfer  and convey to the  Company,  the DTR  Interest,
pursuant to the terms and conditions  hereof by delivery of an Assignment in the
form attached herein as Exhibit B, and such other  documentation  as the Company
may reasonably require.

2.2  REDEMPTION  PRICE. The Redemption Price shall be $1 (one dollar) which will
be paid in cash on the date of this agreement.

                                   ARTICLE II
                         WARRANTIES AND REPRESENTATIONS

3.1  WARRANTIES AND  REPRESENTATIONS  OF DTR. DTR warrants and represents to the
Company, and Mr. Joyce as follows:

     (a)  ORGANIZATION,   POWER  AND  AUTHORITY.   DTR  is  a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state of Minnesota, and has the full power and authority to enter into this
     Agreement and to carry out the transactions provided for herein. All action
     of the Board of Directors and shareholders of DTR required to permit DTR to
     comply with the provisions of this Agreement have been taken.

     (b)  NO  ENCUMBRANCES.  The DTR Interest,  when  transferred  by DTR to the
     Company  under  the  terms of this  Agreement,  will be free of all  liens,
     restrictions and encumbrances,  except those imposed on DTR under the terms
     of the LLC Agreement, and except for restrictions on transfer imposed under
     applicable  state  and  federal  laws  relating  to the  offer  and sale of
     securities.

     (c)  BINDING  EFFECT.  Upon execution and delivery of this Agreement by all
     parties  hereto,  this  Agreement  shall be binding  upon DTR,  enforceable
     against DTR in accordance with its terms, except as such enforceability may
     be limited by applicable bankruptcy, insolvency, reorganization, moratorium
     or other  similar laws  affecting  the  enforcement  of  creditor's  rights
     generally, and by general principals of equity.

     (d)  NO  CONFLICTS.  The  execution,   delivery  and  performance  of  this
     Agreement  by DTR will not (i)  violate  any order,  judgment,  decision or
     decree of any court,  governmental  agency or person  authorized to resolve
     disputes having  jurisdiction or proper authority over or respect to DTR or
     its properties,  or the Articles of  Incorporation  or By-Laws of DTR; (ii)
     result in a material  breach of or constitute  (with due notice or lapse of
     time) a material  default under any agreement to which DTR is a party or by
     which DTR is bound; or (iii) violate any provision of any law applicable to
     DTR; in all cases where such violation, breach or default is likely to have
     a material  adverse effect on the DTR Interest or the  consummation  of the
     transactions provided for herein.

3.2  REPRESENTATIONS  AND  WARRANTIES  OF  COMPANY.   The  Company  warrant  and
represent that the execution,  delivery and performance of this Agreement by the
Company will not violate any order,  judgment,  decision or decree of any court,
governmental agency or person authorized to resolve disputes having jurisdiction
or  proper  authority  over or  respect  to the  Company,  or  their  respective
properties;  the  Certificate  of  Formation,  the LLC  Agreement  or any  other
governing document of the Company.

                                   ARTICLE IV
                        CLOSING AND CLOSING TRANSACTIONS

4.1  CLOSING. The event at which the DTR Interest is assigned and transferred to
the

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Company,  and the Redemption Price is paid by the Company to DTR, is referred to
herein as the  OClosing,O and the time said Closing occurs is referred to herein
as the OTime of Closing.O The Closing shall take place at the Company on Russell
Avenue, Madison, Wisconsin, at 10:00 a.m. Central Standard Time, on December 30,
2002, or at such other place and time as DTR and the Company may mutually agree.

4.2  DELIVERIES  BY DTR. DTR shall  deliver,  or cause to be  delivered,  to the
Company at or prior to the Closing, the following:

     (i)  An Assignment,  duly executed by DTR, in the form  attached  hereto as
Exhibit A; and

     (ii) Such other documents or instruments as may be reasonably  necessary to
carry out the transactions contemplated hereby.

4.3  DELIVERIES  BY THE  COMPANY.  The  Company  shall  deliver,  or cause to be
delivered, to DTR, at or prior to the Closing, the following:

     (i)  $1 in cash;
     (ii) such other documents or instruments as may be reasonably  necessary to
          carry out the transactions contemplated hereby.

                                    ARTICLE V
                         OTHER AGREEMENTS OF THE PARTIES

5.1  RELIEF FROM LLC AGREEMENT.  Upon the  transfer  of the DTR  Interest to the
Company,  DTR shall no longer be a member of the Company and will no longer be a
party to, or be bound under the terms of, the LLC Agreement.

                                   ARTICLE VI
               SURVIVAL, INDEMNIFICATION, INJUNCTIVE RELIEF, ETC.

6.1  SURVIVAL.  All  representations,   warranties,   covenants  and  agreements
contained in this Agreement, and all representations and warranties contained in
any document  delivered  pursuant hereto,  shall be deemed to be material and to
have been relied upon by the parties  hereto  (unless  otherwise  stated in such
document), and shall survive the Closing until all cash payments have been paid.

6.2  INDEMNIFICATION  BY THE COMPANY.  The Company shall  indemnify,  defend and
hold harmless DTR from and against any and all loss,  damage (except  incidental
and

<PAGE>

consequential  damages),  expense (including court costs,  reasonable attorneys'
fees,  interest  expenses and amounts paid in compromise or settlement),  suits,
actions, claims, penalties, liabilities or obligations (collectively,  OLossesO)
related to, caused by, arising from or on account of any  misrepresentation,  or
breach of any  representation,  warranty,  covenant or agreement of the Company,
made or contained in this Agreement.

6.3  INDEMNIFICATION  BY DTR. DTR shall indemnify,  defend and hold harmless the
Company from and against any and all Losses  related to, caused by, arising from
or on  account  of any  misrepresentation,  or breach  of any  misrepresentation
warranty, covenant or agreement of DTR, made or contained in this Agreement.

6.4  INDEMNIFICATION - GENERAL. Promptly after discovery by an indemnified party
under Section 6.2 or 6.3 of any facts or circumstances  which form the basis for
a claim of  indemnification,  such indemnified party will, if a claim in respect
thereof is to be made against any  indemnifying  party under Section 6.2 or 6.3,
notify in writing the  indemnifying  party of such facts or  circumstances.  The
omission of the indemnified party to promptly notify the indemnifying party will
not  relieve the  indemnifying  party from any  liability  or  obligation  under
Section 6.2 or 6.3 as to the particular item for which  indemnification  is then
being sought,  unless such omission materially impairs the indemnifying  party's
ability to adequately remedy such facts or circumstances, or to defend any third
party action based in whole or part  thereon.  In case any third party action is
brought against any indemnified  party and it seeks  indemnification  hereunder,
the  indemnifying  party will be entitled to  participate  therein,  and, to the
extent that it may wish, to assume the defense thereof with counsel who shall be
to the reasonable  satisfaction of such indemnified party. After notice from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party  under  Section  6.2 or 6.3 for any legal or other  expenses  subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. Any such indemnifying party shall not be
liable to any such  indemnified  party on account of any settlement with a third
party of any claim or action effected  without the consent of such  indemnifying
party.  An  indemnified  party shall have the right to employ its own counsel in
any matter  with  respect to which  indemnity  may be sought by the  indemnified
party  against an  indemnifying  party in which  event the fees and  expenses of
separate counsel shall be borne by the indemnified party.

                                   ARTICLE VII
                             VENUE AND JURISDICTION

7.1  With respect to any action  brought by or against any party with respect to
this

<PAGE>

Agreement,  or any controversy arising out of this Agreement,  each party hereto
submits and consents to the jurisdiction of the Wisconsin District Court.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.1  AMENDMENT  AND WAIVER.  No  amendment  or waiver of any  provision  of this
Agreement  shall in any event be effective,  unless the same shall be in writing
and signed by the  parties  hereto,  and then such  waiver or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

8.2  NOTICES. To be effective, all notices or other  communications  required or
permitted hereunder shall be in writing. A written notice or other communication
shall be deemed to have been given  hereunder (i) if delivered by hand, when the
notifying party delivers  telecopier or overnight delivery service, on the first
business  day  following  the  date  such  notice  or  other   communication  is
transmitted by telecopier or timely delivered to the overnight courier, or (iii)
if delivered by mail, on the fourth  business day following the date such notice
or other  communication is deposited in the U.S. mail by certified or registered
mail  addressed  to  the  other  party,  whichever  occurs  earlier.  Mailed  or
telecopied  communications shall be directed as follows unless written notice of
a change of address or telecopier number has been given in writing in accordance
with this paragraph:

To the Company      Savory Snacks, LLC
                    320 Russell Street
                    Madison, WI  53704-5313
                    Facsimile No.: (608) 245-0668


To DTR:             John Hupp
                    Developed Technology Resource, Inc.
                    5223 Edina Industrial Boulevard
                    Edina, MN 55439
                    Facsimile No.:  (952) 831-0652

Copy to:            Roger H. Frommelt
                    Felhaber, Larson, Fenlon & Vogt, P.A.
                    225 South Sixth Street, Suite 4200
                    Minneapolis, MN 55402
                    Facsimile No.: (612) 338-0535

8.3  PARTIES IN INTEREST.  This  Agreement  shall inure to the benefit of and be
binding upon

<PAGE>

the parties  named  herein and their  respective  successors  and  assigns.  Any
assignment of this  Agreement or the rights  hereunder by a party hereto without
the prior written consent of the other parties shall be void.

8.4  ENTIRE  TRANSACTION.  This  Agreement and the other  documents  referred to
herein shall contain the entire  understanding among the parties with respect to
the  transactions  contemplated  hereby and shall supersede all other agreements
and understandings among the parties.

8.5  APPLICABLE  LAW.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the state of Wisconsin.

8.6  COOPERATION.  Subsequent  to the Closing,  the parties  hereto will execute
such  documents and take such actions as are  reasonably  requested by any other
party to carry out the intent of this Agreement.

8.7  HEADINGS.  The  Article,  Section  and  other  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

8.8  COUNTERPARTS.  This Agreement may be executed simultaneously in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute on and the same Agreement.

The parties hereof have executed this Agreement as of the date set forth above.


Developed Technology Resource, Inc.         Savory Snacks LLC.

/s/ LeAnn Hitchcock                         /s/ Peter Joyce
---------------------------------           ------------------------------------
By:  LeAnn Hitchcock                        By:  Peter Joyce
Its CEO, President & CFO                    Its President


                                            /s/ Peter Joyce
                                            ------------------------------------
                                            Peter Joyce

<PAGE>

                                   ASSIGNMENT

     For  valuable  consideration,  receipt  of  which is  hereby  acknowledged,
Developed Technology Resource,  Inc., a Minnesota corporation (herein "Seller"),
hereby  assigns and  transfers  all of its right,  title and  interest in Savory
Snacks,  LLC, a Wisconsin  limited  liability  company (herein "Savory Snacks"),
including Seller's right as a member thereof, to Savory Snacks.

     This assignment is made by Seller without warranty or representation of any
kind, express or implied.

     From and after the date hereof, Seller shall duly perform such further acts
and  duly  execute,  acknowledge  and  deliver  all  such  further  assignments,
transfers,   conveyances  and  assurances  as  may  be  reasonably  required  to
effectively convey to Savory Snacks, Seller's interest in Savory Snacks.


                                        Developed Technology Resource, Inc.


                                        By /s/ LeAnn Hitchcock
                                           -------------------------------------