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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 by the Waiver and Amendment Agreement dated August 3, 
1992, as further amended by the Waiver and Amendment Agreement dated July 28, 
1994, as further amended by the Waiver and Amendment Agreement dated July 27, 
1995 and as further amended by the Waiver and Amendment Agreement dated 
July 8, 1996;

     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, 1998, 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, 1999 ("Fiscal 1999"), 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 1999, 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:

     Section 6.09 (d) FIXED CHARGES COVERAGE TEST.  (i) For the Fiscal Year 
ending June 30, 1998, Borrower shall not be subject to a minimum Fixed 
Charges Coverage Ratio.

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     (ii) For each Fiscal Year commencing with Fiscal 1999, 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 1999, 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, 1998, 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 1st day of July, 1997.

LIFECORE BIOMEDICAL, INC.                  NORWEST BANK MINNESOTA,
                                            NATIONAL ASSOCIATION,
                                            as Trustee

Signature  /s/ James W. Bracke             Signature   /s/ Paula Hecht
          ----------------------                    ----------------------
Print  James W. Bracke                     Print  Paula Hecht
       -------------------------                  ------------------------
Title  President & CEO                     Title  Corporate Trust Officer
       -------------------------                  ------------------------

PUTNAM MANAGED MUNICIPAL                   MINNESOTA TAX EXEMPT INCOME 
 INCOME TRUST                              FUND II

Signature  /s/ Richard P. Wyke             Signature  /s/ Leslie J. Burke
          ----------------------                     ---------------------
Print   Richard P. Wyke                    Print    Leslie J. Burke
        ------------------------                   -----------------------
Title   V.P.                               Title    Vice President
        ------------------------                   -----------------------

PUTNAM TAX FREE HIGH
 YIELD FUND


Signature  /s/ Triet Nguyen
          ----------------------
Print  Triet Nguyen
       -------------------------
Title  Sr. VP
       -------------------------