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                                                                  EXHIBIT 10.99

                             EMPLOYMENT AGREEMENT
 

        THIS AGREEMENT made and entered into as of this 31st day of December,
1995, by and between MICHAEL FOODS, INC., a Delaware corporation (hereinafter
referred to as "Michael Foods") and BILL L. GOUCHER (hereinafter referred to
as "Goucher").

        WHEREAS, Goucher has served as President of M. G. Waldbaum Company
since March 1993; and

        WHEREAS, Michael Foods and Goucher have agreed to enter into this
Agreement effective as of January 1, 1996.

        NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties agree that this Agreement is effective as of January 1,
1996 as follows:

        1.  EMPLOYEMENT AND DUTIES.  Michael Foods shall employ Goucher to
        serve as President of M. G. Waldbaum Company and in such capacity
        Goucher 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, 1996 and
        shall continue through December 31, 1997, 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 Goucher, Michael Foods
        agrees to pay to Goucher an annual Base Salary for each of the calendar
        years of this Agreement from January 1, 1996 through December 31, 1997
        of at least $188,000 payable in substantially equal semi-monthly
        installments.

        4.  ADDITIONAL BENEFITS AND WORKING FACILITIES.

            a. For each calendar year during the term of this Agreement,
            Goucher 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 Goucher with medical insurance and
            shall permit Goucher 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. Goucher is entitled to take vacations at reasonable times and
            for customary and reasonable lengths of time consistent with his
            overall responsibilities as President of M. G. Waldbaum Company.

            d. Michael Foods shall reimburse Goucher for all reasonable
            expenses incurred by Goucher in connection with Michael Foods'
            business, including but not limited to,


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            expenses of travel and entertainment, upon presentation of itemized
            statements therefor.

        5. EVENTS OF TERMINATION. The employment of Goucher hereunder shall
        terminate as follows.
  
            a. Upon the Incapacity or death of Goucher;

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

        If Goucher's employment is terminated under subsection (a) or by
        Michael Foods under subsection (b), Goucher 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 Goucher's
        employment is terminated by Goucher under subsection (b), Goucher shall
        receive no termination payment; however, Goucher 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 Goucher 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 Goucher under subsection (c) above, no amount shall be paid
        beyond the last day of service by Goucher and Goucher 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

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        with sub-paragraphs a., b. and d. above, all options to purchase common
        stock previously granted to Goucher shall become fully vested and not
        subject to Goucher's forfeiture.

        If Goucher's employment is terminated by Michael Foods under subsection
        (d), Goucher 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 and Substantially Reduced or Negatively Altered" means, after
        any Change in Control and without Goucher's express written consent:

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

        (ii) a reduction in Goucher'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 Goucher to be based anywhere other than
        the geographic location at which Goucher was based immediately
        preceding the Change

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        in Control except for required travel on business to an extent
        substantially consistent with the business travel obligations Goucher
        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 Goucher was participating
        immediately preceding any Change in Control; the taking of any action
        by Michael Foods not required by law which would adversely affect
        Goucher's participation in or materially reduce Goucher's benefits
        under any of such plans or deprive Goucher of any material fringe
        benefit enjoyed by Goucher at the time of the Change of 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 Goucher with the number of paid vacation days,
        holidays and personal days to which Goucher 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 of 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 Goucher by first class, certified mail, postage prepaid, return
        receipt requested, addressed as follows:

                BILL L. GOUCHER
                3060 Quinwood Ln.
                Plymouth, MN 55441

        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/  Gregg A. Ostrander
                                                    ------------------------
                                                    Its PRESIDENT/CEO
                                                    ------------------------

                                                    /s/  Bill L. Goucher 
                                                    ------------------------
                                                      BILL L. GOUCHER