MG Waldbaum S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 10.13

First Amendment of Management Agreement

This First Amendment of Management Agreement, effective June 30, 2010, modifies the Management Agreement dated June 29, 2010 among Goldman, Sachs & Co., THL Managers V, LLC, and MFI Holding Corporation.

1. Michael Foods, Inc. hereby takes the place of MFI Holding Corporation as a party to the Management Agreement. All references to “Company” in the Management Agreement shall refer to Michael Foods, Inc.

2. Paragraph 9 of the Management Agreement (Notices) is hereby amended as to notices to the Company:

To the Company:	Michael Foods, Inc.
	301 Carlson Parkway – Suite 400
	Minnetonka, MN 55305
	Facsimile:	(952) 258-4911
	Attention:	James E. Dwyer, Jr.
		Mark Westphal
With a copy to:	General Counsel’s Office
	Michael Foods, Inc.
	301 Carlson Parkway – Suite 400
	Minnetonka, MN 55305
	Facsimile:	(952) 258-4208
	Attention:	Carolyn V. Wolski

MFI HOLDING CORPORATION		MICHAEL FOODS, INC.
By:	/s/ James E. Dwyer, Jr.	By:	/s/ James E. Dwyer, Jr.
	James E. Dwyer, Jr.		James E. Dwyer, Jr.
	Chief Executive Officer & President		Chief Executive Officer & President

ACCEPTED AND AGREED BY:

GOLDMAN, SACHS & CO.		THL MANAGERS V, LLC
		By:	Thomas H. Lee Partners, L.P., its Managing Member
		By:	THL Equity Advisors V, L.P., its General Partner
By:	/s/ Goldman, Sachs & Co.	By:	/s/ Kent R. Weldon
	Adrian Jones		Kent R. Weldon
	Managing Director		Managing Director