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                                                                  EXHIBIT 10.3

                           REVOLVING CREDIT NOTE

$5,000,000                                              MINNEAPOLIS, MINNESOTA

DUE: OCTOBER 31, 1998                                         JANUARY 15, 1998

     LOAN AMOUNT AND INTEREST RATE.  FOR VALUE RECEIVED, LIFECORE BIOMEDICAL, 
INC., a Minnesota corporation ("Maker") promises to pay to the order of FIRST 
BANK NATIONAL ASSOCIATION, a national banking association ("Lender"), its 
successors and assigns, at its office at 300 Prairie Center Drive, Eden 
Prairie, Minnesota 55344, or such other place as the holder hereof may 
designate in writing from time to time, the principal sum of Five Million and 
no/100 Dollars ($5,000,000), or so much thereof as may be advanced from time 
to time pursuant to that certain Credit Agreement dated of even date herewith 
between the Maker and the Lender, as the same may be amended, modified, 
restated or replaced from time to time as agreed upon in writing by the 
Lender ("Credit Agreement"), in lawful money of the United States, together 
with interest from the date hereof on the unpaid balance hereof from time to 
time outstanding at the variable rate of interest established from time to 
time pursuant to the Credit Agreement. Interest hereon shall be computed on 
the actual number of days elapsed and a 360-day year.

     1.   PAYMENT SCHEDULE.  This Note shall be payable in the following manner:

     1.1  Accrued interest hereon shall be due and payable on the first day of
          each calendar month, commencing February 1, 1998, until all
          indebtedness evidenced hereby is paid in full. All outstanding
          principal and accrued and unpaid interest shall be due and payable on
          October 31, 1998.

     1.2  Each payment made under this Note shall be applied, first, to the
          amount then due for any expenses, costs or other expenditures incurred
          by the Lender in connection with this Note and payable by the Maker,
          and then applied to any accrued interest then due under this Note, and
          any balance thereafter remaining shall be applied against principal
          outstanding hereunder.

     1.3  Any payment due on any non-Business Day of the Lender shall be due
          upon (and interest shall accrue to) the next Business Day.

     2.   CREDIT AGREEMENT.  This Note is the Revolving Credit Note issued 
pursuant to the terms and provisions of the Credit Agreement and this Note 
and the holder hereof are entitled to all of the benefits provided for in the 
Credit Agreement, or referred to therein.  Reference is made to the Credit 
Agreement for a statement of the terms and conditions under which this 
indebtedness was incurred and is to be repaid and under which the due date of 
this Note may be accelerated.  The provisions of the Credit Agreement are 
hereby incorporated by reference with the same force and effect as if fully 
set forth herein.)

     3.   SECURITY.  This Note is secured by, INTER ALIA, security interests 
granted by Maker in favor of Lender pursuant to the Security Agreement and 
the Pledge Agreement (as defined in the Credit Agreement).

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     4.   DEFAULT AND ACCELERATION.  If an Event of Default, as defined in 
the Credit Agreement or any other agreement made by any party in connection 
with this Note, shall occur, or if any portion of the indebtedness evidenced 
hereby is not paid when due, the Lender or other holder of this Note may, as 
provided in the Credit Agreement, declare the indebtedness evidenced hereby 
and all other indebtedness and obligations of the Maker to the Lender or 
holder hereof immediately due and payable and the Lender or other holder 
hereof may, without notice, immediately exercise any right of setoff and 
enforce any lien or security interest securing payment hereof.  The foregoing 
shall be in addition to the rights of acceleration that may be provided in 
any loan agreement, security agreement, mortgage and/or other writing 
relating to the indebtedness evidenced hereby.  If this Note is placed with 
any attorney(s) for collection upon any default, the Maker agrees to pay to 
the Lender or holder, its reasonable attorneys' fees and all lawful costs and 
expenses of collection, whether or not a suit is commenced.

     5.   WAIVER.  Time is of the essence.  No delay or omission on the part 
of the Lender or other holder hereof in exercising any right or remedy 
hereunder shall operate as a waiver of such right or of any other right or 
remedy under this Note or any other document or agreement executed in 
connection herewith. All waivers by the Lender must be in writing to be 
effective and a waiver on any occasion shall not be construed as a bar to or 
a waiver of any similar right or remedy on a future occasion.  The makers, 
endorsers, sureties, guarantors and all other persons liable for all or any 
part of the indebtedness evidenced by this Note jointly and severally waive 
presentment for payment, protest and notice of nonpayment.  Such parties 
hereby consent without affecting their liability to any extension or 
alteration of the time or terms of payment hereon, any renewal, any release 
of all or any part of the security given for the payment hereof, any 
acceptance of additional security of any kind, and any release of, or resort 
to any party liable for payment hereof and such parties shall remain bound in 
the same capacities as prior thereto upon each such event.

     6.   ADDITIONAL SECURITY.  As additional security for this Note, the 
Maker and any other party to this Note hereby grant to the Lender a security 
interest in any deposits or other sums at any time credited by or due from 
the Lender to any maker, endorser or guarantor hereof and any securities or 
other property of any maker, endorser or guarantor hereof in the possession 
of the lender or other holder of this Note.  The Lender or other holder 
hereof may apply or set off such property deposits or other sums against the 
obligations hereunder at any time in case of makers, but only with respect to 
matured liabilities in the case of endorsers or guarantors.

     7.   JURISDICTION.   This Note represents a loan negotiated, executed 
and to be performed in the State of Minnesota and shall be construed, 
interpreted and governed by the law of said state.  The Maker hereby consents 
to the personal jurisdiction of the state and federal courts located in the 
State of Minnesota in connection with any controversy related to this Note, 
waives any argument that venue in such forums is not convenient and agrees 
that any litigation instigated by the Maker against the Lender in connection 
with this Note shall be venued in the federal or state court that has 
jurisdiction over matters arising in Minneapolis, Minnesota.

     8.   INTEREST LIMITATION.  All agreements between the Maker and the 
Lender are hereby expressly limited so that in no contingency or event 
whatsoever, whether by reason of acceleration of maturity of the indebtedness 
evidenced or secured thereby or otherwise, shall the rate of interest charged 
or agreed to be paid the Lender for the use, forbearance, loaning or 
detention of such indebtedness exceed the maximum permissible interest rate 
under applicable law ("Maximum Rate").  If for any reason or in any 
circumstance whatsoever fulfillment of any provision of this Note, any 
document securing or executed in connection with this Note, or any other 
agreement between the Maker and the Lender, at any time shall require or 
permit the interest rate applied thereunder to exceed the Maximum Rate, then 
the interest rate shall automatically be reduced to the Maximum Rate, and if 
the 

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Lender should ever receive interest at a rate that would exceed the Maximum 
Rate, the amount of interest received which would be in excess of the amount 
receivable after applying the Maximum Rate to the balance of the outstanding 
obligation shall be applied to the reduction of the principal balance of the 
outstanding obligation for which the amount was paid and not to the payment 
of interest thereunder.  This provision shall control every other provision 
of any and all agreements between the Maker and the Lender and shall also be 
binding upon and available to any subsequent holder of this Note.

     IN WITNESS WHEREOF, the Maker has executed and delivered this Note to 
the Lender as of the day and year first above written.

                                     LIFECORE BIOMEDICAL, INC.,
                                     a Minnesota corporation
     
                                     By:  /s/ Dennis J. Allingham
                                         -------------------------------------
                                     Name: Dennis J. Allingham
                                     Title: Executive Vice President and Chief
                                             Financial Officer
     
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