AMENDMENT NO. 3

                                       TO

                          CREDIT AND SECURITY AGREEMENT



                  THIS AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT

("Amendment") is made and entered into this 21st day of August 2001, 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 and as further amended by that certain Amendment No. 2 to Credit and

Security Agreement dated as of July 21, 2000 (as so amended, and as may be

hereafter amended from time to time, the "Credit Agreement").



                  B. The Borrower and the Lender desire to amend certain

provisions of the Credit Agreement, to provide for waivers of certain financial

covenant defaults that has occurred under the Credit Agreement, and to provide

for a waiver of certain financial covenants under the Credit Agreement, all on

the terms and conditions set forth herein.



                  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 used herein shall have

the meanings given such terms in the Credit Agreement.



                  2. Waiver.



                           (a) The Borrower agreed, pursuant to Section 7.1 of

                  Supplement A to the Credit Agreement, not to permit the Net

                  Worth of Borrower to be less than: (i) as of April 30, 2001,

                  $52,933,000, and (ii) as of May 31, 2001, $51,000,000, plus

                  50% of the Borrower's cumulative after-tax net income (without

                  deduction for losses) earned on or after July 1, 1998, plus

                  100% of the book value increase resulting from the issuance of

                  any capital stock including, without limitation, any increase

                  in paid-in capital resulting from such issuance. The Borrower

                  has advised the Lender that the Net Worth of the Borrower on

                  such dates was less than the minimum Net Worth requirement for

                  the periods ending on such dates.



                           (b) The Borrower has requested that the Lender waive

                  the Borrower's noncompliance with Section 7.1 of Supplement A

                  to the Credit Agreement by reason of the events and

                  circumstances described in subparagraph 2(a) above and, in

                  reliance upon the accuracy of the description set forth in

                  subparagraph 2(a)





{PAGE}   2

                  above of the events and circumstances necessitating the

                  requested waiver, the Lender hereby waives the Borrower's

                  noncompliance with Section 7.1 of the Credit Agreement by

                  reason of the events and circumstances described in

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