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                                                                 EXHIBIT 10.4

                            SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (the "Security Agreement") is made as of January 
15, 1998, by LIFECORE BIOMEDICAL, INC., a Minnesota corporation, with its 
chief executive office at 3515 Lyman Boulevard, Chaska, Minnesota 55318 
(whether one or more, the "Debtor"), in favor of FIRST BANK NATIONAL 
ASSOCIATION, a national banking association (the "Secured Party").

                                 RECITALS

     WHEREAS, the Debtor and the Secured Party have entered into that certain 
credit agreement dated the date hereof (as may be amended from time to time 
hereafter, the "Credit Agreement") and the Debtor has agreed to secure all of 
its debts, obligations and duties arising under the Credit Agreement to the 
Secured Party pursuant to this Security Agreement and the grant of Collateral 
hereunder.

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged by each of the parties hereto, it 
is agreed as follows:

                               1.   DEFINITIONS

     As used herein, the following terms shall have the meaning set forth:

     "ACCOUNTS" means the Debtor's right to the payment of money from the 
sale, lease or other disposition of goods or other property by the Debtor, 
any franchise now or hereafter at any time held by the Debtor, a rendering of 
services by the Debtor, a loan by the Debtor, the overpayment of taxes or 
other liabilities of the Debtor, or otherwise any contract or agreement, 
whether such right to payment is already earned by performance, and howsoever 
such right to payment may be evidenced, together with all other rights and 
interests (including all liens and security interests) that the Debtor may at 
any time have by law or agreement against any account debtor (as defined in 
the Minnesota Uniform Commercial Code) or other obligor obligated to make any 
such payment or against any of the property of such account debtor or other 
obligor, including, but not limited to, all present and future debt 
instruments, chattel papers, insurance proceeds and accounts of the Debtor.

     "CHATTEL PAPER" means any writing or writings which evidence both a 
monetary obligation and a security interest in, or a lease of, specific goods.

     "COLLATERAL" means all property in which a security interest is granted 
hereunder wherever located.

     "DATA PROCESSING RECORDS AND SYSTEMS" means all of Debtor's now existing 
or hereafter acquired electronic data processing and computer records, 
software, systems, manuals, procedures, disks, tapes and all other storage 
media and memory used by Debtor with respect to Accounts, Chattel Paper and 
Instruments, but excluding all software, systems, manuals and other storage 
media and memory which restricts Debtor's ability to transfer an interest 
therein.

     "DEFAULT" means any event which, with the passage of time, the giving of 
notice, or both, would constitute an Event of Default.

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     "DEPOSIT ACCOUNTS" mean all deposit accounts now existing or hereafter 
arising, maintained for or in Debtor's name and any and all funds at any time 
held therein.

     "EVENT OF DEFAULT" has the meaning specified in SECTION 6 hereof.

     "GOODS" means any tangible personal property or fixtures, including all 
things that are movable, but not including money, documents, Instruments, 
Accounts, Chattel Paper, general intangibles or minerals or the like before 
extraction.

     "INSTRUMENTS" means any negotiable instrument or certificated or 
non-certificated security or any other writing which evidences a right to the 
payment of money and is not itself a security agreement or lease and is of a 
type which is in the ordinary course of business transferred by delivery with 
any necessary endorsement or assignment.

     "LIENS" means any and all mortgages, pledges, security interests, tax 
and other statutory liens, judgment liens, and other encumbrances of any 
nature whatsoever, whether consensual or non-consensual.

     "OBLIGATIONS" means:

     a.   That certain Promissory Note dated of even date herewith in the
          original principal amount of Five Million Dollars ($5,000,000)
          executed by Debtor and payable to the order of Secured Party, together
          with each extension, renewal, modification, substitution and change in
          form thereof which may be from time to time and for any term or terms
          effected between the holder(s) and any party primarily obligated
          thereon without notice to other parties;

     b.   All of Debtor's indebtedness, obligations and liabilities under the
          Credit Agreement between, and all other indebtedness, obligations and
          liabilities of the Debtor to Secured Party, including all future loans
          and advances, whether direct or indirect, absolute or contingent,
          joint or several, howsoever owned, held or acquired by the Secured
          Party and howsoever evidenced, presently existing and hereafter
          arising; and

     c.   All amounts expended or incurred by the Secured Party in exercising
          any rights or remedies consequent on any default, including without
          limitation, court costs, attorneys, fees and expenses in connection
          with the enforcement of this Security Agreement whether or not suit 
          has been filed.

     "PERMITTED LIENS" means the Liens permitted pursuant to Section 6.2 of 
the Credit Agreement.

     "PROCEEDS" means whatever is received upon the sale, exchange, 
collection or other disposition of Collateral or Proceeds.

     Other terms defined herein shall have the meaning ascribed to them 
herein. All capitalized terms used herein not specifically defined herein 
shall have the meaning ascribed to them in the Credit Agreement.

                            2.   SECURITY INTERESTS

     2.1  COLLATERAL.  As security for the payment of all Obligations, Debtor 
hereby grants to Secured Party a security interest in all of Debtor's now 
owned or hereafter acquired or arising:

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     a.   Accounts;

     b.   Chattel Paper;

     c.   Data Processing Records and Systems;

     d.   Instruments; and

     e.   Proceeds (whether cash or non-cash Proceeds, including non-cash
          Proceeds of all types including, but not limited to, tangible personal
          property acquired with cash Proceeds).

                  3.   REPRESENTATIONS AND WARRANTIES OF DEBTOR

     Debtor represents, warrants and covenants that:

     3.1  ORGANIZATION, ETC.  The Debtor is a corporation validly organized 
and existing and in good standing under the laws of the state of Minnesota, 
has full power and authority to own its property and conduct its business 
substantially as presently conducted by it and is duly qualified to do 
business and is in good standing as a corporation in each jurisdiction where 
the nature of its business makes such qualification necessary.  The Debtor 
has full power and authority to enter into and perform its obligations under 
this Security Agreement and grant the liens and security interests hereunder.

     3.2  DUE AUTHORIZATION.  The execution, delivery and performance by the 
Debtor of this Security Agreement have been duly authorized by all necessary 
corporate action, do not require any approval or consent of, or any 
registration, qualification or filing with, any governmental agency or 
authority or any approval or consent of any other Person (including, without 
limitation, any stockholder), do not and will not conflict with, result in 
any violation of or constitute any default under, any provision of the 
Debtor's certificate of incorporation, any agreement binding on or applicable 
to the Debtor or any of its property, or any law or governmental regulation 
or court decree or order, binding upon or applicable to the Debtor or of any 
of its property and will not result in the creation or imposition of any Lien 
on any of its property pursuant to the provisions of any agreement binding on 
or applicable to the Debtor or any of its property except pursuant to this 
Security Agreement.

     3.3  VALIDITY OF THIS SECURITY AGREEMENT.  This Security Agreement 
represents a legal, valid and binding obligation of the Debtor enforceable in 
accordance with its terms, subject only to bankruptcy, insolvency, 
reorganization, moratorium or similar laws, rulings or decisions at the time 
in effect affecting the enforceability of rights of creditors generally and 
to general equitable principles which may limit the right to obtain equitable 
remedies.  This Security Agreement grants to Secured Party a valid, first 
priority perfected and enforceable lien on the Collateral.

     3.4  TITLE TO COLLATERAL.  The Debtor is sole owner of, has rights in, 
and has good and marketable title to all of the Collateral and none of the 
Collateral is subject to any Lien except for Permitted Liens and the security 
interest created pursuant to this Security Agreement.

     3.5  SURVIVAL OF REPRESENTATIONS.  All representations and warranties 
contained in this SECTION 3 shall survive the delivery of this Security 
Agreement and any investigation at any time made by or on behalf of Secured 
Party shall not diminish its rights to rely thereon.

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                        4.   COVENANTS OF THE DEBTOR

     4.1  DISPOSITION OR ENCUMBRANCE OF COLLATERAL.  Debtor will not 
encumber, sell or otherwise transfer or dispose of the Collateral without the 
prior written consent of Secured Party.  

     4.2  VALIDITY OF ACCOUNTS.  The Debtor warrants that all Accounts, 
Chattel Paper and Instruments will be bona fide existing obligations created 
by the sale and actual delivery of Goods or the rendition of services to 
customers in the ordinary course of business, which the Debtor then owns free 
and clear of any Liens other than the security interest created by this 
Security Agreement and Permitted Liens and which are then unconditionally 
owing to Debtor without defenses, offset or counterclaim known to Borrower, 
and that all shipping or delivery receipts, invoice copies and other 
documents furnished to Secured Party in connection therewith will be genuine, 
and that the unpaid principal amount of any Chattel Paper or Instrument and 
any security therefor is and will be as represented to Secured Party on the 
date of the delivery thereof to the Secured Party.  Upon the request of the 
Secured Party, Debtor shall furnish to the Secured Party, from time to time, 
a list of the Debtor's Accounts, including without limitation, the name and 
address of each account debtor and the amount owed.

     4.3  NOTATION ON CHATTEL PAPER.  For purposes of the security interest 
granted pursuant to this Security Agreement, Secured Party has been granted a 
direct security interest in all Chattel Paper and such Chattel Paper is not 
claimed merely as Proceeds of inventory.  Upon Secured Party's request, 
Debtor will deliver to Secured Party the originals of all Chattel Paper.  
Debtor will not execute any copies of Chattel Paper other than those which 
are clearly marked as a copy.  Secured Party may stamp any such Chattel Paper 
with a legend reflecting Secured Party's security interest therein.

     4.4  INSTRUMENTS AS PROCEEDS.  Notwithstanding any other provision in 
this Security Agreement concerning Instruments, Debtor covenants that 
Instruments constituting cash Proceeds (for example, money and checks) shall 
be deposited in deposit accounts with Secured Party containing only Proceeds 
to the extent required under SECTION 5.2.

     4.5  PROTECTION OF COLLATERAL.  All costs of keeping the Collateral free 
of any Liens prohibited by this Security Agreement and of removing the same 
if they should arise, and any and all excise, property, sales and use taxes 
imposed by any state, federal or local authority on any of the Collateral or 
in respect of the sale thereof, shall be borne and paid by Debtor and if 
Debtor fails to promptly pay any thereof when due, Secured Party may, at its 
option, but shall not be required to, pay the same whereupon the same shall 
constitute Obligations and shall bear interest at the highest annual rate 
specified in the Obligations (the "Default Rate") and shall be secured by the 
security interest granted hereunder.

     4.6  COMPLIANCE WITH LAW.  Debtor will not use the Collateral, or 
knowingly permit the Collateral to be used, for any unlawful purpose or in 
violation of any federal, state or municipal law.

     4.7  BOOKS AND RECORDS; ACCESS.

     a.   Debtor will permit Secured Party, upon reasonable notice to Debtor, to
          examine Debtor's books and records (including Data Processing Records
          and Systems) with respect to the Collateral and make extracts
          therefrom and copies thereof at any time and from time to time, and
          Debtor will furnish such information and reports to Secured Party
          regarding the Collateral as Secured Party may from time to time
          request.  Debtor will also permit Secured Party, upon reasonable
          notice to Debtor, to inspect the Collateral at any time and from time
          to time as Secured Party may reasonably request.

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     b.   Secured Party shall have authority, at any time, to place, or require
          Debtor to place, upon Debtor's books and records relating to Accounts,
          Chattel Paper, Instruments and other rights to payment covered by the
          security interest granted hereby a notation or legend stating that
          such Accounts, Chattel Paper, Instruments and other rights to payment
          are subject to a security interest of Secured Party.

     4.8  ADDITIONAL DOCUMENTATION.  Debtor will execute, from time to time, 
such financing statements, assignments, and other documents covering the 
Collateral, including Proceeds, as Secured Party may reasonably request in 
order to create, evidence, perfect, maintain or continue its security 
interest in the Collateral (including additional Collateral acquired by the 
Debtor after the date hereof), and Debtor will pay the cost of filing the 
same in all public offices in which Secured Party may deem filing to be 
appropriate.  Upon request, Debtor will deliver to Secured Party all Debtor's 
Instruments and Chattel Paper.

     4.9  CHIEF EXECUTIVE OFFICE.  The location of the chief executive office 
of Debtor is set forth in the preamble hereto and will not be changed without 
thirty (30) days' prior written notice to Secured Party.  Debtor warrants 
that its books and records concerning its Accounts and Chattel Paper are 
located at its chief executive office.

     4.10 NAME OF DEBTOR.  Debtor's true name is as set forth in the preamble 
hereto.  Debtor has not used any other name within the past five (5) years. 
Neither Debtor nor any predecessor in title to any of the Collateral has 
executed any financing statements or security agreements presently effective 
as to the Collateral except those permitted under the Credit Agreement.  
Debtor shall not change its name or use any trade or assumed name without 
giving Secured Party thirty (30) days prior written notice.

     4.11 POWER OF ATTORNEY.  The Debtor appoints Secured Party, or any other 
person, whom Secured Party may from time to time designate, as Debtor's 
attorney with power, after the occurrence and during the continuance of an 
Event of Default, to endorse Debtor's name on any checks, notes, acceptances, 
drafts, or other forms of payment or security that may come into Secured 
Party's possession, to sign Debtor's name on any invoice or bill of lading 
relating to any Collateral, on drafts against customers, on schedules and 
confirmatory assignments of Accounts, Chattel Paper, Instruments or other 
Collateral, on notices of assignment, financing statements under the Uniform 
Commercial Code (the "Code") and other public records, on verifications of 
Accounts and on notices to customers, to notify the post office authorities 
to change the address for delivery of Debtor's mail to an address designated 
by Secured Party, to receive and open all mail addressed to Debtor, to send 
requests for verification of Accounts, Chattel Paper, Instruments or other 
Collateral to customers, make any compromise or settlement, and take any 
action it deems advisable with respect to the Collateral, and to do all 
things necessary to carry out this Security Agreement.  The Debtor ratifies 
and approves all acts of the attorney taken within the scope of the authority 
granted.  Neither Secured Party nor the attorney will be liable for any acts 
of commission or omission nor for any error in judgment or mistake of fact or 
law other than those acts, errors or mistakes arising from gross negligence 
or willful misconduct by Secured Party.  This power, being coupled with an 
interest, is irrevocable so long as any Obligation remains unpaid.  The 
Debtor waives presentment and protest of all instruments and notice thereof, 
notice of default and dishonor and all other notices to which Debtor may 
otherwise be entitled, except as otherwise provided herein or in any other 
Loan Document.

                                  5.   COLLECTIONS

     5.1  COLLECTION OF ACCOUNTS.  Except as otherwise provided in this 
SECTION 5, the Debtor shall continue to collect at its own expense, all 
amounts due or to become due to the Debtor, under the 

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Accounts.  In connection with such collections, the Debtor may take (and, at 
the Secured Party's direction, shall take) such action as the Debtor or the 
Secured Party, after the occurrence and during the continuance of an Event of 
Default, may deem necessary or advisable to enforce collection of the 
Accounts; provided, however, that the Secured Party, after the occurrence and 
during the continuance of an Event of Default, shall have the right to notify 
the account debtors under any Accounts of the assignment of such Accounts to 
the Secured Party and to direct such account debtors to make payment of all 
amounts due or to become due to the Debtor thereunder directly to the Secured 
Party.  Upon such notification and at the expense of Debtor, the Secured 
Party shall have the right to enforce collection of such Accounts and to 
adjust, settle, or compromise the amount or payment thereof in the same 
manner and to the same extent as the Debtor might have done. The Secured 
Party shall apply all collections hereunder in accordance with SECTION 7.7.

     5.2  COLLECTION OF OTHER COLLATERAL PROCEEDS.  Upon request of Lender, 
following and during the continuance of an Event of Default, the Debtor shall 
deposit into a collection account (the "Collection Account") maintained with 
the Secured Party immediately upon receipt all Proceeds of Collateral, other 
than accounts, in the original form such payments are received, except for 
endorsement where necessary.  The Secured Party is hereby authorized and 
directed promptly to apply all such collected funds to the payment of the 
Obligations in the manner and in the priority determined by the Secured Party 
in the exercise of its discretion.  Such funds shall be applied in accordance 
with SECTION 7.7.

                                 6.   EVENTS OF DEFAULT

     The occurrence of any Event of Default as defined in the Credit 
Agreement shall constitute an Event of Default hereunder ("Event of Default")

                           7.   RIGHTS AND REMEDIES ON DEFAULT

     Upon the occurrence of an Event of Default, and at any time thereafter 
until such Event of Default is cured to the satisfaction of Secured Party or 
waived by the Secured Party, and in addition to the rights granted to Secured 
Party under SECTION 5 hereof or under any other document, agreement or other 
instrument evidencing, securing or otherwise relating to any of the 
Obligations, Secured Party may exercise any one or more of the following 
rights and remedies:

     7.1  ACCELERATION OF OBLIGATIONS.  Declare any and all Obligations to be 
immediately due and payable as provided in the Credit Agreement, and the same 
shall thereupon become immediately due and payable without further notice or 
demand.

     7.2  RIGHT OF OFFSET.  Offset any deposits, including unmatured time 
deposits, then maintained by Debtor with Secured Party, whether or not then 
due, against any indebtedness then owed by Debtor to Secured Party whether or 
not then due.

     7.3  DEAL WITH COLLATERAL.  In the name of Debtor or otherwise, demand, 
collect, receive and receipt for, compound, compromise, settle and give 
acquittance for and prosecute and discontinue any suits or proceedings in 
respect of any or all of the Collateral.

     7.4  REALIZE ON COLLATERAL.  Take any action which Secured Party may 
deem necessary or desirable in order to realize on the Collateral, including, 
without limitation, the power to foreclose any security interest, to perform 
any contract, to endorse in the name of Debtor any checks, drafts, notes, or 
other instruments or documents received in payment of or on account of the 
Collateral.

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     7.5  ACCESS TO PROPERTY.  Enter upon and into and take possession of all 
or such part or parts of the properties of Debtor, including lands, plants, 
buildings, machinery, equipment, Data Processing Records and Systems and 
other property as may be necessary or appropriate in the judgment of Secured 
Party, to permit or enable Secured Party to store, lease, sell or otherwise 
dispose of or collect all or any part of the Collateral, and use and operate 
said properties for such purposes and for such length of time as Secured 
Party may deem necessary or appropriate for said purposes without the payment 
of any compensation to Debtor therefor.  Debtor shall provide Secured Party 
with all information and assistance requested by Secured Party to facilitate 
the storage, leasing, assembly, sale or other disposition or collection of 
the Collateral after an Event of Default, and make such Collateral available 
to Secured Party on Secured Party's demand.

     7.6  OTHER RIGHTS.  Exercise any and all other rights and remedies 
available to it by law, in equity or by agreement, including rights and 
remedies under the Minnesota Uniform Commercial Code or any other applicable 
law, or under the Credit Agreement and, in connection therewith, Secured 
Party may require Debtor to assemble the Collateral and make it available to 
Secured Party at a place to be designated by Secured Party, and any notice of 
intended disposition of any of the Collateral required by law shall be deemed 
reasonable if such notice is mailed or delivered to Debtor at its address as 
shown on Secured Party's records at least ten (10) days before the date of 
such disposition.  The Secured Party may sell or otherwise dispose of any or 
all of the Collateral in a single unit or in multiple units and the Secured 
Party may be the purchaser at such sale or other disposition.  The Debtor 
shall remain liable for any deficiency remaining after any such sale or other 
disposition of the Collateral.

     7.7  APPLICATION OF PROCEEDS.  All proceeds of Collateral shall be 
applied in accordance with Minnesota Statute Section 336.9-504 and such 
proceeds applied toward the Obligations shall be applied in such order as the 
Secured Party may elect.

                                  8.   MISCELLANEOUS

     8.1  NO LIABILITY ON COLLATERAL.  It is understood that Secured Party 
does not in any way assume any of the Debtor's obligations under any of the 
Collateral and does not intend to create any third party beneficiary rights 
by taking or omitting any action herein.  Debtor hereby agrees to indemnify 
Secured Party against all liability arising in connection with or on account 
of any of the Collateral, except for any such liabilities arising on account 
of Secured Party's gross negligence or willful misconduct.

     8.2  NO WAIVER.  Secured Party shall not be deemed to have waived any of 
its rights hereunder or under any other agreement, instrument or paper signed 
by Debtor unless such waiver be in writing and signed by Secured Party.  No 
delay or omission on the part of Secured Party in exercising any right shall 
operate as a waiver of such right or any other right.  A waiver on any one 
occasion shall not be construed as a bar to or waiver of any right or remedy 
on any future occasion.

     8.3  REMEDIES CUMULATIVE.  All rights and remedies of Secured Party 
shall be cumulative and may be exercised singularly or concurrently, at its 
option, and the exercise or enforcement of any one such right or remedy shall 
not bar or be a condition to the exercise or enforcement of any other.

     8.4  GOVERNING LAW/JURISDICTION.  This Security Agreement shall be 
construed and enforced in accordance with, and the rights of the parties 
shall be governed by, the laws of the State of Minnesota. Debtor hereby 
consents to the personal jurisdiction of the state and federal courts of the 
State of Minnesota in connection with any controversy related to this 
Security Agreement, waives any argument 

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that venue in any such forum is not convenient and agrees that any litigation 
initiated by Debtor against Secured Party shall be venued in the State or 
Federal District Courts of Minnesota.

     8.5  EXPENSES.  Debtor agrees to pay all costs, fees and expenses 
incurred by Secured Party in the exercise of any right or remedy available to 
it under this Security Agreement, whether or not suit is commenced, 
including, without limitation, attorneys' fees and legal expenses of counsel 
for the Secured Party incurred in connection with any appeal of a lower 
court's order or judgment, and any appraisal or survey fees, completion 
costs, storage and transportation charges.

     8.6  SUCCESSORS AND ASSIGNS.  This Security Agreement shall be binding 
upon and inure to the benefit of the successors and assigns of Debtor and 
Secured Party.

     8.7  RECITALS.  The above Recitals are true and correct as of the date 
hereof and constitute a part of this Security Agreement.

     8.8  COPY OF SECURITY AGREEMENT AS FINANCING STATEMENT.  The Secured 
Party may file a reproduced copy or photostatic copy or other reproduction of 
this Security Agreement as a Financing Statement.

     8.9  MULTIPLE COUNTERPARTS.  This Security Agreement may be executed in 
one or more counterparts, each of which shall be deemed to be an original, 
and all of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the Debtor has caused the execution of this Security 
Agreement by its duly authorized representative as of the date 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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