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Exhibit 10.22

AMENDMENT NO. 2  TO  CREDIT AND SECURITY AGREEMENT

This AMENDMENT No. 1 TO CREDIT AND SECURITY AGREEMENT, dated as of July 21, 2000 (the
"Amendment"), between Lifecore Biomedical, Inc. (the "Borrower") and U.S. Bank National 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 and Consent dated as of February 7, 2000 (as so amended, the "Original Agreement").

B.  The
Borrower has requested that the Lender amend a certainSectionof the Original Agreement.

C.  Subject
to the terms and conditions of this Amendment, the Lender will agree to the foregoing requests of the Borrower.

NOW, THEREFORE,the parties agree as follows:

1.Defined Terms.All capitalized terms used in this Amendment shall, except where the context otherwise requires, have
the meanings set forth in the Original Agreement as amended hereby.

2.Amendments.The Original Agreement is further amended as follows:



3.Conditions to Effectiveness.This Amendment shall become effective on the date (the "Effective
Date") when, and only when, the Lender shall have received:



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4.Representations and Warranties.To induce the Lender to enter into this Amendment, the Borrower
represents and warrants to the Lender as follows:



5.Reference to and Effect on the Loan Documents.



6.Costs, Expenses and Taxes.The Borrower agrees to pay on demand all costs and expenses of the Lender
in connection with the preparation, reproduction, execution and delivery of this Amendment and the other documents to be delivered hereunder or thereunder, including their reasonable attorneys' fees
and legal expenses. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or
recording of this Amendment and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to, or
resulting from, any delay in the Borrower's paying or omission to pay, such taxes or fees.

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7.Governing Law.This Amendment shall be governed by and construed in accordance with the laws of the
State of Minnesota.

8.Headings.Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.

9.Counterparts.This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above.

| |  | LIFECORE BIOMEDICAL, INC.
| |  | -------------------------
| |  | By:                      
| |  | Title:                   

Signed
and sworn to before me this
21 day of July, 2000.

/s/COLLEEN M. OLSON

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Notary Public

| |  | U.S. BANK NATIONAL ASSOCIATION
| |  | ------------------------------
| |  | By:                           
| |  | Title:                        

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SUPPLEMENT A (Amended 7/2000)  to  CREDIT AND SECURITY AGREEMENT  Between  U.S. BANK NATIONAL ASSOCIATION (the "Lender")  and  LIFECORE BIOMEDICAL, INC. (the "Borrower")

1.Credit Agreement Reference.This Supplement A, as it may be amended or
modified from time to time, is a part of the Credit and Security Agreement, dated as of December 29, 1998, between the Borrower and the Lender (together with all amendments, modifications and
supplements thereto, the "Credit Agreement"). Capitalized terms used herein which are defined in the Credit Agreement shall have the meanings given such
terms in the Credit Agreement unless the context otherwise requires.

2.Definitions.



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3.Interest; Fees.



4.Eligible Account Receivable Requirements.The Account Receivable, other than
an Installment Account Receivable, cannot be payable in installments. The Account Receivable, other than an Installment Account Receivable, must not be unpaid on the date that is the earlier of
91 days after the date of the invoice evidencing such Account Receivable or 60 days after the original due date stated in such invoice or, if such unpaid, such Account Receivable shall
cease to be an Eligible Account Receivable. If any installment on any Installment Account Receivable remains unpaid more than 31 days past its original due date, then such Installment Account
Receivable shall cease to be an Eligible Account Receivable in its entirety. If 10% or more of the unpaid net amount of all Accounts Receivable from any one Account Debtor cease to be Eligible
Accounts Receivable pursuant to this Section 4 where such percentage is calculated based on all of such Account Debtor's Accounts Receivable regardless of type, then all of such Account
Debtor's Accounts Receivable shall cease to be Eligible Accounts Receivable.

5.Eligible Inventory Requirements.Inclusion of hyaluronate powder in the
Borrowing Base is conditioned upon the existence of a contract between the Borrower and Alcon requiring Alcon to purchase hyaluronate powder.

6.Eligible Equipment Requirements.Intentionally Deleted.

7.Additional Covenants.From the date of this Supplement A and thereafter
until all of the Borrower's Obligations under the Credit Agreement are paid in full, the Borrower agrees that, unless

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the Lender shall otherwise consent in writing, it will not, and will not permit any Subsidiary to, do any of the following:



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Fiscal Quarter End

Minimum FCC Ratio

FCC Calculation PeriodJune 30, 2000

1.05:1.00

12 monthsSeptember 30,2000

1.05:1.00

3 monthsDecember 31, 2000

0.85:1.00

6 monthsMarch 31, 2001

1.10:1.0

9 monthsJune 30, 2001 and any subsequent fiscal quarter end

1.10:1.0

12 months


|Borrower's Initials: |  | DJA                 |  | 
|-------------------- |  | ------------------- |  | 
|                     |  |                     |  | 
|Lender's Initials:   |  | KAC                 |  | 
|                     |  |                     |  | 
|Date:                |  | As of July 21, 2000

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