AMENDMENT NO. 4

                                       TO

                          CREDIT AND SECURITY AGREEMENT



                  THIS AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT

("Amendment") is made and entered into this 25th day of January 2002, by and

between LIFECORE BIOMEDICAL, INC., a Minnesota corporation (the "Borrower"), and

U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Lender").





                                    RECITALS:



                  A. The Borrower and the Lender are parties to that certain

Credit and Security Agreement dated as of December 29, 1998, as amended by that

certain Amendment No. 1 to Credit and Security Agreement dated as of February 7,

2000, as further amended by that certain Amendment No. 2 to Credit and Security

Agreement dated as of July 21, 2000, and as further amended by that certain

Amendment No. 3 to Credit and Security Agreement dated as of August 21, 2001 (as

so amended, and as may be hereafter further amended from time to time, the

"Credit Agreement").



                  B. The Borrower and the Lender desire to amend certain

provisions of the Credit Agreement on the terms and subject to the conditions

set forth herein.



                                   AGREEMENTS:



                  NOW, THEREFORE, in consideration of the foregoing recitals and

for other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereby agree as follows:



                  1. Definitions. All capitalized terms not otherwise defined

herein shall have the meanings given such terms in the Credit Agreement.



                  2. Amendments.



                  (a) The defined terms "Eligible Inventory", "Inventory

         Availability" and "Inventory Availability Sublimit" are hereby deleted

         in their entirety from Section 1.1 of the Loan Agreement.



                  (b) The parenthetical reference "(whether or not Eligible

         Inventory)" is hereby deleted in its entirety from subsection (c) of

         Section 3.1 of the Credit Agreement.



                  (c) The Borrowing Base Certificate attached as Exhibit A to

         the Credit Agreement is hereby amended and restated in its entirety to

         conform to the Borrowing Base Certificate attached to this Amendment as

         Exhibit A.



                  (d) The Compliance Certificate attached as Exhibit B to the

         Credit Agreement is hereby amended and restated in its entirety to

         conform to the Compliance Certificate attached to this Amendment as

         Exhibit B.

{PAGE}



                  (e) Supplement A to the Credit Agreement is hereby amended and

         restated in its entirety to conform to Supplement A (Amended 1/2002)

         attached hereto.



                  3. Conditions Precedent. The amendments contained in this

Amendment shall become effective upon delivery by the Borrower of the following:



                  (a) This Amendment duly executed by the Borrower.



                  (b) A copy of the resolutions of the Board of Directors of the

         Borrower authorizing the execution, delivery and performance of this

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