EXHIBIT 10.10


               TERMINATION OF MANAGEMENT AGREEMENT


        This    TERMINATION   OF   MANAGEMENT   AGREEMENT   (this
"Termination")  is made as of November 15, 1999  (the  "Effective
Date"),  by  and  between  FOODMASTER  INTERNATIONAL  L.L.C.,   a
Delaware  limited liability company ("Company"),   and  DEVELOPED
TECHNOLOGY RESOURCE, INC., a Minnesota corporation ("Manager").

                      PRELIMINARY STATEMENT

     The  Company and Manager are parties to that certain Amended
and Restated Management Agreement dated as of September 11, 1998,
(the  "Management Agreement").  The Manager was  responsible  for
the  operations, planning and day to day management functions  of
the Company pursuant to the Management Agreement and that certain
Amended and Restated Limited Liability Company Agreement  of  the
Company  dated  September  11, 1998 (the "Operating  Agreement").
Pursuant  to  Section  16,  the  Management  Agreement   may   be
terminated  upon  the  mutual agreement of the  Company  and  the
Manager.

                            AGREEMENT

     The Company and the Manager hereby agree as follows:

       Section   1.                Termination.   The  Management
Agreement is hereby terminated effective as of the date hereof.

     Section 2.               Counterparts.  This Termination may
be  executed in one or more counterparts, each of which shall  be
deemed an original.

      Section  3.               Binding Effect.  This Termination
shall be binding upon and inure to the benefit of the Company and
the   Manager  and  their  respective  successors  and   assigns,
including,  without  limitation, any United States  trustee,  any
debtor-in-possession  or  any trustee appointed  from  a  private
panel.

     Section 4.     General Release.   Except as may be otherwise
provided herein, the Manager, on behalf of itself and its  heirs,
successors and assigns, and the Company, on behalf of itself  and
its  heirs,  successors  and assigns, hereby  fully  and  forever
release and discharge the other party to this Termination and its
respective,  subsidiaries, affiliates, divisions, successors  and
assigns,  together  with  their respective  officers,  directors,
agents  and  employees, from any and all claims,  fees,  demands,
rights, liens, agreements, contracts, covenants, actions,  suits,
causes of action, obligations, debts, costs, expenses, attorneys'
fees,  damages, judgments, orders or liabilities of any  kind  or
nature,  in  law,  equity  or otherwise,  whether  now  known  or
unknown, suspected or unsuspected, which the releasing party  now
owns  or  holds or has at any time heretofore owned  or  held  as
against the other party to this Termination, arising out of or in
any way connected with the duties of the parties hereto under the
Management  Agreement, or the termination of  the  same,  or  any
other  transactions, occurrences, acts of omissions or any  loss,
damage  or  injury  whatsoever, known or  unknown,  suspected  or
unsuspected, resulting from any act or omission by or on the part
of  the parties hereto committed or omitted prior to the date  of
this  Agreement, including, but not limited to any and all claims
for  attorneys' fees and costs under any statute, regulation,  or
judicial  precedent that shifts responsibility to either  of  the
parties  hereto  for  payment of attorney's  fees  and  costs  in
litigation arising out of the Management Agreement.

     Section 5.     Certain Costs and Expenses.

          (a)  The Manager shall be entitled to reimbursement  by
     the  Company  for all of the costs and expenses incurred  by
     the  Manager  for  the performance of its duties  under  the
     Management Agreement up to and including the Effective Date.
     The  manner  and  amount  of  such  reimbursement  shall  be
     governed  by  the  applicable provisions of  the  Management
     Agreement.   The  Manager  hereby covenants  and  agrees  to
     provide  the Company with a statement of all such costs  and
     expenses  within sixty (60) days after the date hereof,  and
     the  Company agrees to pay any undisputed costs and expenses
     within  thirty  (30) days of receipt of the statement.   The
     Company  hereby agrees to provide the Manager  with  written
     notice  of any reasonable objection to any of the costs  and
     expenses  contained  in such statement within  fifteen  (15)
     days of receipt of the statement, which notice shall include
     a specific description of any disputed cost or expense.  Any
     disputed  amount shall be deposited in escrow  according  to
     terms  and  conditions  mutually agreeable  to  the  parties
     hereto,  and  each  of the Company and  the  Manager  hereby
     covenant and agree to use their best efforts to resolve  any
     such dispute in a timely manner.

          (b)   In addition to the costs and expenses payable  by
     the  Company to the Manager pursuant to Section 5(a) of this
     Termination, the Company hereby agrees that, if the  Manager
     is  required to terminate the existing employment  agreement
     between the Manager and Kevin Cuthill or Denis Gablenko (the
     "Employment Agreement") as a result of this Termination, the
     Company  will reimburse the Manager for certain  termination
     expenses  which  may  become  due  and  payable  after   the
     Effective  Date.  Any amounts paid by the Manager  to  Kevin
     Cuthill  or Denis Gablenko as a severance payment, including
     travel  expenses,  pursuant to the terms of  the  Employment
     Agreement  shall be subject to the reimbursement requirement
     of  this Section 5(b).  The Manager will provide the Company
     with  a  written statement which shall include  an  itemized
     list  of the severance expenses, and the Company agrees  pay
     the  Manager an amount equal to the undisputed amount of the
     severance expenses within thirty (30) days of receiving such
     statement    Any disputes with respect to such reimbursement
     shall be settled in the manner provided for in Section  5(a)
     of  this  Termination.  The Manager acknowledges and  agrees
     that  the obligation of the Company to reimburse the Manager
     for the severance expenses contemplated in this Section 5(b)
     shall  in  no manner whatsoever constitute an assumption  by
     the  Company  of any of the obligations or other liabilities
     of  the  Manager  with respect to the Employment  Agreement,
     including, without limitation, any claim, damages  or  other
     liability   of  the  Manager  which  may  arise  under   the
     Employment  Agreement in addition to the obligation  of  the
     Manager to provide a severance payment.

     Section  6.      Operating Agreement.  As of  the  Effective
Date, the Operating Agreement shall be terminated and replaced by
the  Second  Amended  and  Restated Operating  Agreement  of  the
Company,  dated  as of the date hereof, and all  of  the  rights,
duties  and  obligations  of the Manager,  as  a  member  of  the
Company, shall be governed thereby.

     Section  7.      Governing Law.  This Agreement  is  entered
into  and executed in, and shall be construed in accordance  with
the  internal laws of the State of Delaware, USA, without  regard
to the application and effect its conflict of laws principles.

     Section 8.     Entire Agreement.  This Agreement constitutes
the  entire  agreement  concerning the Manager's  employment  and
termination  and  all  other  matters  addressed  herein.    This
Termination supersedes and replaces all prior and contemporaneous
negotiations  and  all agreements proposed or otherwise,  whether
written or oral, concerning all subject matter covered herein.

      Section  9.      Severability.   If  one  or  more  of  the
provisions  of  this  Termination shall for any  reason  be  held
invalid,   illegal   or  unenforceable  in  any   respect,   such
invalidity,  illegality or unenforceability shall not  affect  or
impair  any  other  provisions  of  this  Termination,  but  this
Termination  shall  be construed as if such invalid,  illegal  or
unenforceable provision had not been contained herein.

      Section 10.    No Admission.  The parties are entering into
this  Termination  solely  to effectuate  a  mutually  acceptable
termination  of  the Management Agreement.  The  parties  do  not
believe  that  they have done anything wrong, and the  fact  that
they  are entering into this Termination should not be understood
as  an  admission by either of the parties hereto that they  have
violated  the respective rights of the other party in any  manner
whatsoever, or the rights of any third party.

       The  Company  and  the  Manager  have  entered  into  this
Termination as of the date first above written.

                              FOODMASTER INTERNATIONAL L.L.C., a
                              Delaware limited liability company


                              By:
                              Name:
                              Title:




                              DEVELOPED TECHNOLOGY RESOURCES,
                              INC., a Minnesota corporation




                              By:
                              Name:
                              Title:



                 WRITTEN CONSENT OF THE MEMBERS
                               OF
                 FOODMASTER INTERNATIONAL L.L.C.

     The undersigned, being all of the members of FOODMASTER
INTERANTIONAL L.L.C., a Delaware limited liability company (the
"Company"), acting pursuant to Section 18-302 (d) of the Delaware
Limited Liability Company Act, hereby adopt the following
resolutions by written consent:

     RESOLVED,  that the Company, through its Board of Directors,
is  hereby  authorized  to  terminate that  certain  Amended  and
Restated Management Agreement (the "Management Agreement"), dated
September  11, 1998, by and between the Company and the Developed
Technology Resources; and further

     RESOLVED,  that  Robert H. Peyton is  hereby  authorized  to
execute such documents and take such other and further actions as
may  be  required to carry out the termination of the  Management
Agreement; and further

     RESOLVED, that all actions of the Board of Directors of  the
Company   related  to  said  transaction  are  hereby   ratified,
confirmed and adopted.

     ADOPTED as of the 15th day of November, 1999.

                              DEVELOPED TECHNOLOGY RESOURCE,
                              INC., a Minnesota corporation


                              By:
                              Name:
                              Title:

                              API DAIRY PARTNERS L. P., a
                              Delaware limited partnership
                                 By:  C.I.S. Management Company,
                                 L.L.C., a Delaware limited
                                 liability company


                              By:
                              Name:
                              Title:

                              AGRIBUSINESS PARTNERS INTERNATIONAL
                              L.P. II, a Delaware limited
                              partnership
                                 By:  C.I.S. Management Company,
                                 L.L.C., a Delaware limited
                                 liability company



                              By:
                              Name:
                              Title: