## 

Exhibit 10.21

AMENDMENT NO. 1  TO  CREDIT AND SECURITY AGREEMENT AND CONSENT

This AMENDMENT No. 1 TO CREDIT AND SECURITY AGREEMENT AND CONSENT, dated as of February 7, 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 (the "Original Agreement").

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

C.  The
Borrower has requested that the Lender consent to the Borrower's formation of a new subsidiary to be known as Lifecore Biomedical, GmbH.

D.  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:



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.

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.

10.Consent.On the Effective Date, the Lender consents to: (a) the Borrower's formation of its
new Subsidiary, Lifecore Biomedical, GmbH, and (b) the Borrower's initial Investment of approximately $100,000.00 therein, and waives the Borrower's compliance with the provisions of the Loan
Documents which would otherwise limit, restrict or prohibit the Borrower from forming such Subsidiary or making such Investment. Such consent is limited to the specific consent described above, and is
not intended, and shall not be construed, to be a general waiver of any term or provision of the Credit and Security Agreement.

---

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

| |  | LIFECORE BIOMEDICAL, INC.     
| |  | ------------------------------
| |  | By:                           
| |  | Title:                        
| |  | U.S. BANK NATIONAL ASSOCIATION
| |  | By:                           
| |  | Title:                        

---

Schedule 4.1Trade Names, Etc.  to  CREDIT AND SECURITY AGREEMENT  between  US BANK NATIONAL ASSOCIATION ("the Lender")  and
LIFECORE BIOMEDICAL, INC. ("the Borrower")       (Amended 2/00)

Lifecore
Biomedical, Inc.
Lifecore Biomedical SpA (Italy)
Orthomatrix, Inc.
Sustain Systems, Inc.
Implant Support Systems, Inc.
Diagnostic, Inc.
Lifecore Biomedical, GmbH

---

Schedule 4.10Subsidiaries/Ownership  to  CREDIT AND SECURITY AGREEMENT  between  US BANK NATIONAL ASSOCIATION ("the Lender")  and
LIFECORE BIOMEDICAL, INC. ("the Borrower")       (Amended 2/00)

Lifecore
Biomedical SpA (Lifecore Biomedical, Inc. 95%, James W. Bracke 5%)
Sustain Systems, Inc. (Lifecore Biomedical, Inc. 100%)
Implant Support Systems, Inc. (Lifecore Biomedical, Inc. 100%)
Lifecore Biomedical, GmbH (Lifecore Biomedical, Inc. 100%)

---

Schedule 4.12Business Locations  to  CREDIT AND SECURITY AGREEMENT  between  US BANK NATIONAL ASSOCIATION ("the Lender")  and
LIFECORE BIOMEDICAL, INC. ("the Borrower")       (Amended 2/00)

Lifecore
Biomedical, Inc.
3515 Lyman Boulevard
Chaska, MN 55318-3051
(Mortgagee: Norwest Bank Minnesota, NA)

Lifecore
Biomedical SpA
via Pietro Gobetti n. 9
37138 Verona, Italia
(Owner/Lessor: Prof. Vittorio PuchettiAnnamaria Pecchini)

Sustain
Systems, Inc.
3515 Lyman Boulevard
Chaska, MN 55318-3051
(Mortgagee: Norwest Bank Minnesota, NA)

Implant
Support Systems, Inc.
3515 Lyman Boulevard
Chaska, MN 55318-3051
(Mortgagee: Norwest Bank Minnesota, NA)

Lifecore
Biomedical, GmbH

---

Schedule 4.13Collateral Locations  to  CREDIT AND SECURITY AGREEMENT  between  US BANK NATIONAL ASSOCIATION ("the Lender")  and
LIFECORE BIOMEDICAL, INC. ("the Borrower")       (Amended 2/00)

Lifecore
Biomedical, Inc.
3515 Lyman Boulevard
Chaska, MN 55318-3051
(Mortgagee: Norwest Bank Minnesota, NA)

Lifecore
Biomedical SpA
via Pietro Gobetti n. 9
37138 Verona, Italia
(Owner/Lessor: Prof. Vittorio PuchettiAnnamaria Pecchini)

Vital
Pharma, Inc.
1006 West 15th Street
Riviera Beach, FL 33404
(contract vendor for INTERGEL Solution)

Lifecore
Biomedical, GmbH

Numerous
vendors from time to time with respect to ORD raw materials to perform processes such as etching, coating and sterilization.

---

## QuickLinks