FIRST
        AMENDMENT TO AMENDED AND

      RESTATED
        CREDIT AGREEMENT AND WAIVER

       

    

    
      THIS
        FIRST  AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
(this
        “Amendment”)
        is
        entered into as of September 1, 2007, by and among Apio,
        Inc.,
        a
        Delaware corporation (“Borrower”),
        and WELLS
        FARGO BANK, NATIONAL ASSOCIATION
        (“Bank”).

    

     

    Recitals

     

    

      WHEREAS,
        Borrower is currently indebted to Bank pursuant to the terms and conditions
        of
        that certain Amended and Restated Credit Agreement, dated as of November 1,
        2005, by and among Borrower and Bank (as amended, modified and/or supplement
        from time to time, the “Credit
        Agreement”).

    

     

    WHEREAS,
      Borrower has informed Bank that pursuant to that certain Certificate of
      Ownership and Merger executed on August 6, 2007 (the “Merger
      Instrument”)
      by Apio
      Acquisition Corporation, (i) Apio Acquisition Corporation merged into
      Borrower and (ii) Borrower’s Certificate of Incorporation was amended and
      restated.

     

    WHEREAS,
      Borrower is in default of the following covenants in the Credit Agreement due
      to
      the transactions effectuated by the Merger Instrument: (i) Section 6.7
      (Investments and Subsidiaries), (ii) Section 6.20 (Consolidation and
      Merger; Asset Acquisitions) and (iii) Section 6.27 (Constituent
      Documents) (such defaults, collectively, the “Existing
      Defaults”).

     

    WHEREAS,
      Bank
      has agreed to provide waivers of the Existing Defaults and Bank and Borrower
      have agreed to certain changes in the terms and conditions set forth in the
      Credit Agreement and have agreed to amend the Credit Agreement to reflect such
      changes.

     

    

      NOW,
        THEREFORE,
        for
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereto agree that the Credit Agreement shall be
        amended as follows:

    

     

    1. Definitions.
      Each
      capitalized term used and not otherwise defined herein has the meaning ascribed
      thereto in the Credit Agreement.

     

    2. Waiver.
      Subject
      to the satisfaction of the conditions precedent set forth in Section 6
      hereof, Bank hereby agrees that each of the Events of Default under
      Section 7.1(b) of the Credit Agreement directly resulting from the Existing
      Defaults shall be deemed waived.

     

    3. Amendments
      to Credit Agreement.
      Subject
      to the satisfaction of the conditions precedent set forth in Section 6
      hereof, the Credit Agreement is hereby amended as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) Section 6.2(b)
      of the Credit Agreement is hereby amended by changing the timing of delivery
      of
      detailed lists of Borrower’s customers with contact names and addresses from
      semi-annual delivery to delivery upon request of Bank.

     

    (b) Section 6.3
      of the Credit Agreement is hereby amended by amending and restating in its
      entirety such Section as follows:

     

    Section
      6.3. Financial
      Covenants.

     

    (a) [Reserved].

     

    (b) Minimum
      Tangible Net Worth.
      From
      and after May 28, 2007, Borrower, together with the other Companies, will
      maintain, at all times, Tangible Net Worth, determined as of the end of each
      fiscal quarter, at an amount not less than $26,000,000 plus
      75% of
      cumulative Net Income realized since May 2007 up to such fiscal quarter
      end.

     

    (c) Minimum
      Net Income.
      From and
      after May 28, 2007, Borrower, together with the other Companies, will
      achieve (together with the other Companies) during each period described below,
      consolidated Net Income, of not less than the amount set forth in the table
      below opposite such period:

     

    
      	
              Fiscal
                Year to Date Period Ending

            	
              Minimum
                Net Income

            
	
              August 31
                of each year

            	
              $1,000,000

            
	
              November 30
                of each year

            	
              $2,000,000

            
	
              February 28
                or 29, as applicable, 

              of
                each year

            	
              $3,000,000

            
	
              May 31
                of each year

            	
              $4,000,000

            


    

     

    (d) Capital
      Expenditures.
      From
      and after May 28, 2007, Borrower together with the other Companies will not
      incur financed or unfinanced Capital Expenditures of more than $6,000,000 in
      the
      aggregate during any fiscal year.

     

    (e) Maximum
      Leverage.
      From and
      after May 28, 2007, Borrower, together with the other Companies, will
      maintain Total Liabilities divided by Tangible Net Worth, as of the end of
      each
      fiscal quarter, at not greater than 1.00:1.00.

     

    (c) Exhibit C
      to the Credit Agreement is replaced in its entirety with Exhibit C attached
      hereto and all references in the Credit Agreement and the other Loan Documents
      to “Exhibit C” shall be interpreted as references to Exhibit C
      hereto.

     

    
      
        
        

      

      
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    (d) Schedules 5.1,
      5.2, 5.11, 6.4 and 6.5 to the Credit Agreement are each replaced in their
      entirety with the corresponding Schedule attached hereto and all references
      in
      the Credit Agreement and the other Loan Documents to any such Schedule shall
      be
      interpreted as a reference to the corresponding Schedule hereto.

     

    4. Survival
      of Terms; Interpretation.
      Except
      as specifically provided herein, all terms and conditions of the Credit
      Agreement remain in full force and effect, without waiver or modification.
      This
      Amendment and the Credit Agreement shall be read together, as one document.
      The
      Recitals hereto, including the terms defined therein, are incorporated herein
      by
      this reference and acknowledged by Borrower to be true, correct and
      accurate.

     

    5. Representations,
      Warranties and Covenants.
      Borrower hereby remakes all representations and warranties contained in the
      Credit Agreement (except to the extent that such representations and warranties
      relate solely to an earlier date and after giving effect to the amendments
      to
      the Credit Agreement set forth in this Amendment) and reaffirms all covenants
      set forth therein. Borrower further certifies that as of the date of this
      Amendment (after
      giving effect to the waivers set forth in Section 2 hereof) there
      exists no Event of Default as defined in the Credit Agreement, nor any
      condition, act or event which with the giving of notice or the passage of time
      or both would constitute any such Event of Default.

     

    6. Effective
      Date.
      This
      Amendment will become effective as of the date first set forth above (the
“Effective
      Date”),
      provided that all of the following conditions precedent have been satisfied
      on
      or before September 30, 2007: (a) Bank shall have received a duly
      executed original (or, if elected by Bank, an executed facsimile copy, to be
      followed promptly by delivery of an executed original) of this Amendment,
      executed by Borrower; (b) Bank shall have received a duly executed original
      (or, if elected by Bank, an executed facsimile copy, to be followed promptly
      by
      delivery of an executed original) of the Guarantor’s Consent and Reaffirmation
      attached hereto, executed by Landec Corporation; (c) Borrower shall have
      paid to Bank an amendment fee of $5,000.00; and (d) all of the
      representations and warranties contained herein (or incorporated herein by
      reference) are true and correct as of the Effective Date.

     

    7. Counterparts.
      This
      Amendment may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute one and
      the
      same instrument. Delivery of an executed counterpart of a signature page to
      this
      Amendment by telefacsimile shall be as effective as delivery of a manually
      executed counterpart of this Amendment.

     

    8. Severability.
      If any
      term or provision of this Amendment shall be deemed prohibited by or invalid
      under any applicable law, such provision shall be invalidated without affecting
      the remaining provisions of this Amendment or the Credit Agreement.

     

    9. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the internal
      laws of the State of California.

     

    10. Non-Impairment.
      Except
      as expressly provided herein, nothing in this Agreement shall alter or affect
      any provision, condition, or covenant contained in the Loan Documents or affect
      or impair any rights, powers, or remedies of Bank, it being the intent of the
      parties hereto that the provisions of the Loan Documents shall continue in
      full
      force and effect except as expressly modified hereby.

     

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      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Amendment to be executed as of the day and
        year
        first written above.

    

     

    
      
        	
                APIO,
                  INC.

              	 	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 	 	 	 	 
	By:	 	 	By:	 
	 	
                
Kathleen
                Morgan 
                Chief
                  Financial Officer

              	 	 	
                
                  

                

                Tim
                  Palmer

                Vice
                  President

              


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        FIRST
          MODIFICATION TO LINE OF CREDIT NOTE

      

       

      
        THIS
          FIRST MODIFICATION TO LINE OF CREDIT NOTE (this
          “Modification”)
          is
          entered into as of September 1, 2007, by and between Apio,
          Inc.
          (“Borrower”),
          and
Wells
          Fargo bank, national association (“Bank”).

      

      

        RECITALS

      

      


      WHEREAS,
        Borrower is currently indebted to Bank pursuant to the terms and conditions
        of
        that certain Amended and Restated Line of Credit Note in the maximum principal
        amount of $7,000,000.00, executed by Borrower and payable to the order of
        Bank,
        dated as of November 1, 2005 (the “Line
        of Credit Note”),
        which
        Note is subject to the terms and conditions of that certain Amended and Restated
        Credit Agreement between Borrower and Bank dated as of November 1, 2005, as
        amended from time to time (the “Credit
        Agreement”).

      


      WHEREAS,
        Bank
        and Borrower have agreed to certain changes in the terms and conditions set
        forth in the Line of Credit Note, and have agreed to modify the Line of Credit
        Note to reflect such changes.

      


      NOW,
        THEREFORE,
        for
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereto agree that the Line of Credit Note shall
        be
        modified as follows:

      


      1. Paragraph
        (a) Interest
        of the
        Section of the Note titled “INTEREST”
is
        hereby deleted in its entirety and the following substituted
        therefor:

      


      (a) Interest.
        The
        outstanding principal balance of this Note shall bear interest (computed
        on the
        basis of a 360-day year for Libor
        and a
        365/366 day year for Prime Rate, actual days elapsed) either (i) at a
        fluctuating rate per annum three-quarters percent (0.75%) below the Prime
        Rate
        in effect from time to time, or (ii) at a fixed rate per annum determined
        by
        Bank to be one and one-half percent (1.50%) above Libor
        in
        effect on the first day of the applicable Fixed Rate Term. When interest
        is
        determined in relation to the Prime Rate, each change in the rate of interest
        hereunder shall become effective on the date each Prime Rate change is announced
        within Bank. With respect to each Libor
        selection hereunder, Bank is hereby authorized to note the date, principal
        amount, interest rate and Fixed Rate Term applicable thereto and any payments
        made thereon on Bank’s books and records (either manually or by electronic
        entry) and/or on any schedule attached to this Note, which notations shall
        be
        prima facie evidence of the accuracy of the information noted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      2. The
        last
        sentence of Paragraph (a) Borrowing
        and Repayment
        of the
        Section of the Note titled “BORROWING
        AND REPAYMENT”
is
        hereby deleted in its entirety, and the following substituted
        therefor:

      


      The
        outstanding principal balance of this Note shall be due and payable in full
        on
        August 31, 2009.

      


      3. The
        effective date of the changes set forth herein shall be September 1, 2007.
        The effectiveness of this Modification is subject to the satisfaction of
        all
        conditions provided in that certain First Amendment to Amended and Restated
        Credit Agreement, dated as of September 1, 2007, between Borrowers and
        Bank. 

      


      4. Except
        as
        expressly set forth herein, all terms and conditions of the Line of Credit
        Note
        remain in full force and effect, without waiver or modification. All terms
        defined in the Line of Credit Note or the Credit Agreement shall have the
        same
        meaning when used in this Modification. This Modification and the Line of
        Credit
        Note shall be read together, as one document.

      


      5. Borrower
        certifies that as of the date of this Modification there exists no Event
        of
        Default under the Line of Credit Note, nor any condition, act or event which
        with the giving of notice or the passage of time or both would constitute
        any
        such Event of Default. Borrower further certifies that, notwithstanding the
        modifications set forth herein, all of the Collateral securing the Line of
        Credit Note shall remain subject to the lien, charge or encumbrance of the
        deed
        of trust, mortgage, security agreement or other document pursuant to which
        such
        lien, charge or encumbrance is created, and nothing contained herein or done
        pursuant hereto shall affect or be construed to affect the priority of the
        lien,
        charge or encumbrance of any such deed of trust, mortgage, security agreement
        or
        other document over any other liens, charges or encumbrances.

      


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      In
        Witness whereof,
        the
        parties hereto have caused this Modification to be executed as of the day
        and
        year first written above.

       

      
        	
                APIO,
                  INC.

              	 	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 	 	 	 	 
	By:	 	 	By:	 
	 	
                
Kathleen
                Morgan 
                Chief
                  Financial Officer

              	 	 	
                
                  

                

                Tim
                  Palmer

                Vice
                  President