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                                                                    EXHIBIT 10.1

                         WAIVER AND AMENDMENT AGREEMENT


         WHEREAS, the City of Chaska, Minnesota (the "Municipality") and
Lifecore Biomedical, Inc., a Minnesota corporation (the "Borrower") entered into
a certain Loan Agreement dated as of September 1, 1990 (the "Loan Agreement"),
which agreement was assigned by the Municipality to Norwest Bank Minnesota,
National Association, as Trustee (the "Trustee") pursuant to a Trust Indenture
dated as of September 1, 1990 (the "Indenture") in connection with the issuance
and sale by the Municipality of its Industrial Development Revenue Bonds
(Lifecore Biomedical, Inc. Project), Series 1990 (the "Bonds"). Terms not
defined herein shall have the meanings set forth in the Indenture;

         WHEREAS, the Borrower has requested the waiver of the current terms of
Sections 6.09(a)(i) and 6.09(d)(i) of the Loan Agreement and the modification of
Sections 6.09(a)(i) and (ii) and 6.09(d)(i) and (ii) of the Loan Agreement, as
amended most recently by the Waiver and Amendment Agreement dated June 8, 2000.

         WHEREAS, the registered owners of all of the outstanding Bonds (herein
the "Bondholders") are willing to agree to the request of the Borrower and
direct the Trustee to consent thereto based on the Borrower's agreements set
forth herein;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

(1)      Compliance with the current provisions of Section 6.09(a)(i) of the
         Loan Agreement is hereby waived and Sections 6.09(a)(i) and (ii) of the
         Loan Agreement are hereby amended to read as follows:

         Section 6.09 (a) Cash Flow Coverage Test. (i) For the Fiscal Year
ending June 30, 2002, Borrower shall not be subject to a minimum Cash Flow
Coverage Ratio.

         (ii) For each Fiscal Year commencing with the Fiscal Year ending June
30, 2003 ("Fiscal 2003"), the Borrower will, for the twelve-month period ending
at each fiscal quarter, maintain a minimum Cash Flow Coverage Ratio of 2.00:1.
At the Borrower's option, for purposes of computing the Cash Flow Coverage Ratio
for any of the first three quarters of Fiscal 2003, the Borrower shall be
permitted to base such calculation either upon Consolidated Adjusted Net Income
for the preceding twelve-month period or upon the Consolidated Adjusted Net
Income for the preceding six-month period, multiplied by two.

(2)      Compliance with the current provisions of Section 6.09(d)(i) of the
         Loan Agreement is hereby waived and Sections 6.09(d)(i) and (ii) of the
         Loan Agreement are hereby amended to read as follows:


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         Section 6.09 (d) Fixed Charges Coverage Test. (i) For the Fiscal Year
ending June 30, 2002, Borrower shall not be subject to a minimum Fixed Charges
Coverage Ratio.

         (ii) For each Fiscal Year commencing with Fiscal 2003, the Borrower
will, for the twelve-month period ending at each fiscal quarter, maintain a
minimum Fixed Charges Coverage Ratio of 1.30:1. At the Borrower's option, for
purposes of computing the Fixed Charges Coverage Ratio for any of the first
three quarters of Fiscal 2003, the Borrower shall be permitted to base such
calculation either upon Consolidated Adjusted Net Income plus rental payments on
operating leases for the preceding twelve-month period or upon the Consolidated
Adjusted Net Income plus rental payments on operating leases for the preceding
six-month period, multiplied by two.

(3)      Borrower agrees that, through July 1, 2002, it will make advance
         payments of cash into the Bond Fund established pursuant Section 5.01
         of the Indenture. At all times during this period, Borrower shall have
         made advance payments in a sufficient amount to satisfy the next two
         monthly payments payable by Borrower pursuant to the Loan Agreement.

(4)      The Bondholders hereby direct the Trustee, as assignee of the Loan
         Agreement by the Municipality, to consent to the foregoing pursuant to
         Article XII.

         IN WITNESS WHEREOF, the parties have caused this agreement to be signed
on their behalf as of this 24th day of May, 2001.


LIFECORE BIOMEDICAL, INC.                   WELLS FARGO BANK MINNESOTA,
                                              NATIONAL ASSOCIATION, as Trustee

Signature /s/ James W. Bracke               Signature /s/ Martha K. Earley
         --------------------------                  ---------------------------
Print    James W. Bracke                    Print  Martha K. Early
       ----------------------------               ------------------------------
Title   President & CEO                     Title   Assistant Vice President
      -----------------------------                -----------------------------

PUTNAM MANAGED MUNICIPAL                    MINNESOTA TAX EXEMPT INCOME FUND II
  INCOME TRUST

Signature /s/ Blake Anderson                Signature /s/ Blake Anderson
         --------------------------                  ---------------------------
Print  Blake Anderson                       Print  Blake Anderson
      -----------------------------               ------------------------------
Title   VP & MD                             Title   VP & MD
      -----------------------------               ------------------------------

PUTNAM TAX FREE HIGH
  YIELD FUND

Signature /s/ Blake Anderson
          -------------------------
Print  Blake Anderson
      -----------------------------
Title   VP & MD
      -----------------------------