10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2004

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                     to                    

Commission File Number 0-4136

Lifecore Biomedical, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	41-0948334
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
3515 Lyman Boulevard Chaska, Minnesota	55318
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 952-368-4300

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ   No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes þ   No o

The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of November 1, 2004 was 12,943,808 shares.

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

			Page
Part I.		Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets at September 30, 2004 and June 30, 2004		2
		Condensed Consolidated Statements of Operations for Three Months Ended September 30, 2004 and 2003		3
		Condensed Consolidated Statements of Cash Flows for Three Months Ended September 30, 2004 and 2003		4
		Notes to Condensed Consolidated Financial Statements	5 - 9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10 - 13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
	Item 4.	Controls and Procedures		14
Part II.		Other Information
	Item 1.	Legal Proceedings	15 - 16
	Item 6.	Exhibits	17 - 18
Signatures				19
Exhibit Index			20 - 21
Form of Option Agreement for Employees' 1996 Stock Plan
Form of Option Agreement for Directors' 1996 Stock Plan
Form of Change of Control Agreement
Change of Control Agreement
Form of Noncompetition Agreement
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

1

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			June 30,
	2004			2004
ASSETS
Current Assets
Cash and cash equivalents	$	9,126,000		$	8,553,000
Accounts receivable, less allowances		8,408,000			8,626,000
Inventories		10,436,000			9,491,000
Prepaid expenses		923,000			705,000
Total current assets		28,893,000			27,375,000
Property, plant and equipment
Land, building and equipment		45,892,000			45,398,000
Less accumulated depreciation		(22,715,000	)		(22,200,000	)
		23,177,000			23,198,000
Other Assets
Intangibles		4,508,000			4,513,000
Security deposits		7,000			837,000
Inventories		3,300,000			3,891,000
Other		582,000			504,000
		8,397,000			9,745,000
	$	60,467,000		$	60,318,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current maturities of long-term obligations	$	277,000		$	177,000
Accounts payable		1,893,000			2,467,000
Accrued compensation		1,064,000			1,362,000
Accrued expenses		1,700,000			1,677,000
Total current liabilities		4,934,000			5,683,000
Long-term obligations		5,330,000			5,809,000
Shareholders’ equity		50,203,000			48,826,000
	$	60,467,000		$	60,318,000

See accompanying notes to condensed consolidated financial statements.

2

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30,
	2004			2003
Net sales	$	12,195,000		$	9,947,000
Cost of goods sold		4,986,000			4,769,000
Gross profit		7,209,000			5,178,000
Operating expenses
Research and development		848,000			1,259,000
Marketing and sales		3,215,000			3,173,000
General and administrative		1,467,000			1,561,000
		5,530,000			5,993,000
Operating income (loss)		1,679,000			(815,000	)
Other income (expense)
Interest, net		(103,000	)		(149,000	)
Bond retirement expense		(290,000	)		—
Currency transaction gains		85,000			125,000
Other		2,000			(4,000	)
		(306,000	)		(28,000	)
Income (loss) before income taxes		1,373,000			(843,000	)
Provision for income taxes		94,000			—
Net income (loss)	$	1,279,000		$	(843,000	)
Net income (loss) per share
Basic	$	0.10		$	(0.07	)
Diluted	$	0.10		$	(0.07	)
Weighted average shares outstanding
Basic		12,932,606			12,889,113
Diluted		12,965,549			12,889,113

See accompanying notes to condensed consolidated financial statements.

3

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended September 30,
	2004			2003
Cash flows from operating activities:
Net income (loss)	$	1,279,000		$	(843,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		523,000			654,000
Allowance for doubtful accounts		139,000			29,000
Accumulated currency translation adjustment		92,000			(279,000	)
Changes in operating assets and liabilities:
Accounts receivable		78,000			762,000
Inventories		(354,000	)		(45,000	)
Prepaid expenses		(219,000	)		122,000
Accounts payable		(573,000	)		267,000
Accrued liabilities		(275,000	)		219,000
Net cash provided by operating activities		690,000			886,000
Cash flows from investing activities:
Purchases of property, plant and equipment		(493,000	)		(101,000	)
Decrease (increase) in security deposits		830,000			(2,000	)
Decrease (increase) in other assets		(81,000	)		110,000
Net cash provided by investing activities		256,000			7,000
Cash flows from financing activities:
Payments on long-term obligations		(23,000	)		(42,000	)
Issuance of industrial revenue bonds		5,630,000			—
Retirement of industrial revenue bonds		(5,986,000	)		—
Proceeds from stock issuance		6,000			19,000
Net cash used in financing activities		(373,000	)		(23,000	)
Net increase in cash and cash equivalents		573,000			870,000
Cash and cash equivalents at beginning of period		8,553,000			4,211,000
Cash and cash equivalents at end of period	$	9,126,000		$	5,081,000
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	156,000		$	208,000
Taxes		68,000			10,000

See accompanying notes to condensed consolidated financial statements.

4

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

NOTE A – FINANCIAL INFORMATION

Lifecore Biomedical, Inc. (referred to in this report as “Lifecore” or the “Company”) manufactures biomaterials and surgical devices for use in various surgical markets and provides specialized contract aseptic manufacturing services through its two divisions, the Hyaluronan Division and the Oral Restorative Division. The Company’s manufacturing facility is located in Chaska, Minnesota. The Hyaluronan Division markets its products through original equipment manufacturers and contract manufacturing alliances in ophthalmologic, orthopedic surgery, veterinary medicine and gynecologic fields. The Oral Restorative Division markets its products through direct sales in the United States, Italy, Germany and Sweden and through distributors in other foreign countries.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2004, the results of operations for the three month periods ended September 30, 2004 and 2003; and cash flows for the three month periods ended September 30, 2004 and 2003. The results of operations for the three months ended September 30, 2004 are not necessarily indicative of the results for the full year or of the results for any future periods. The unaudited condensed consolidated balance sheet as of June 30, 2004 has been derived from audited financial statements as of that date.

In preparation of the Company’s consolidated financial statements, management is required to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses during the reporting periods. Actual results could differ from the estimates used by management.

NOTE B – INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market. The portion of finished hyaluronan powder inventory not expected to be consumed within the next twelve months is classified as a long-term asset. Finished good inventories include hyaluronan, packaged aseptic, and oral restorative products. Inventories consist of the following:

	September 30,		June 30,
	2004		2004
Raw materials	$	3,385,000	$	2,756,000
Work in progress		490,000		416,000
Finished goods		9,861,000		10,210,000
	$	13,736,000	$	13,382,000

5

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2004

NOTE C – INTANGIBLE ASSETS

The Company does not amortize goodwill. The Company’s customer list was fully amortized as of June 30, 2004 and patents are amortized over their useful lives. On an ongoing basis the Company reviews the valuation of intangibles to determine possible impairment by comparing the carrying value to projected undiscounted future cash flows of the related assets. As a result of such review, there was no impairment recorded for the three month period ended September 30, 2004.

     Intangibles consisted of the following at:

	September 30,			June 30,
	2004			2004
Goodwill	$	8,245,000		$	8,245,000
Customer list		725,000			725,000
Patents		387,000			387,000
Accumulated amortization		(4,849,000	)		(4,844,000	)
	$	4,508,000		$	4,513,000

NOTE D – LINE OF CREDIT

The Company has a $5,000,000 credit facility with a bank which has a maturity date of December 31, 2005. The credit facility agreement allows for advances against eligible accounts receivable, subject to a borrowing base certificate. Interest is accrued at the prime rate, which was 4.75% at September 30, 2004. At September 30, 2004 and June 30, 2004, there were no balances outstanding under the line of credit. The terms of the credit facility agreement require the Company to comply with various financial covenants, including minimum tangible net worth, liabilities to tangible net worth ratio and profitability. At September 30, 2004 and June 30, 2004, the Company was in compliance with all covenants.

6

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2004

NOTE E – STOCK PLAN INFORMATION

The Company has various stock option plans that provide for the granting of stock options to officers, employees and directors. The Company accounts for stock-based compensation using the intrinsic value method whereby the options are granted at market price, and therefore no compensation costs are recognized. If compensation expense for the Company’s various stock option plans had been determined based upon the projected fair values at the grant dates for awards under those plans, the Company’s pro-forma net income (loss), and basic and diluted net income (loss) per common share would have been as follows:

	Three months ended September 30,
	2004			2003
Net income (loss), as reported	$	1,279,000		$	(843,000	)
Deduct: Total stock-based employee compensation expense determined under fair value method for awards, net of related tax effects (no tax effect in 2004 and 2003)		(200,000	)		(90,000	)
Pro forma net income (loss)	$	1,079,000		$	(933,000	)
Net income (loss) per common equivalent share:
Basic — as reported	$	0.10		$	(0.07	)
Diluted — as reported	$	0.10		$	(0.07	)
Basic — pro-forma	$	0.08		$	(0.07	)
Diluted — pro-forma	$	0.08		$	(0.07	)

7

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2004

NOTE F – NET INCOME (LOSS) PER SHARE

The Company’s basic net income (loss) per share amounts have been computed by dividing net income (loss) by the weighted average number of outstanding common shares. The Company’s diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding common shares and common share equivalents relating to stock options, when dilutive. For the three month period ended September 30, 2004, 32,943 shares of common stock equivalents were included in the computation of diluted net income per share. For the three month period ended September 30, 2003, the common share equivalents that would have been included in the computation of diluted net income per share were 32,614 had net income been achieved.

Options to purchase 1,343,978 shares of common stock with a weighted average exercise price of $11.20 for the three-month period ended September 30, 2004 and options to purchase 2,606,332 shares of common stock with a weighted average exercise price of $12.34 for the three-month period ended September 30, 2003 were outstanding but were not included in the calculation of diluted net loss per share because the options’ exercise prices were greater than the average market price of the Company’s common stock during those periods. Although these options were antidilutive for the periods presented, they may be dilutive in future period calculations.

NOTE G – SEGMENT INFORMATION

The Company operates two business segments. The Hyaluronan Division manufactures, markets and sells products containing hyaluronan and provides contract aseptic packaging services. The Oral Restorative Division produces and markets various oral restorative products to the area of implant dentistry. Currently, products containing hyaluronan are sold primarily to customers pursuant to ongoing supply agreements. The Company’s Oral Restorative Division markets products directly to clinicians and dental laboratories in the United States, Germany, Italy and Sweden and primarily through distributorship arrangements in other foreign locations.

Segment assets and the basis of segmentation are consistent with that reported at June 30, 2004. Segment information for sales and income (loss) from operations are as follows:

	Three months ended September 30,
	2004		2003
Net sales
Hyaluronan products	$	4,637,000	$	3,558,000
Oral restorative products		7,558,000		6,389,000
	$	12,195,000	$	9,947,000
Income (loss) from operations
Hyaluronan products	$	1,319,000	$	(574,000	)
Oral restorative products		360,000		(241,000	)
	$	1,679,000	$	(815,000	)

8

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2004

NOTE H – AGREEMENTS

On September 20, 2004, the Company secured worldwide marketing rights to its ferric hyaluronan adhesion prevention product from Ethicon, Inc. Lifecore’s product, which was previously marketed by Gynecare, a division of Ethicon, Inc. (“Gynecare”), under the trademark GYNECARE INTERGEL Adhesion Prevention Solution, was voluntarily withdrawn from the market by Gynecare on March 27, 2003 to assess information obtained from its usage in the treatment of patients. Under the agreement, Gynecare will have no responsibility for any aspect of the future manufacture, marketing, sale or distribution of the product nor will it derive any financial benefit therefrom.

NOTE I – LEGAL PROCEEDINGS

Lifecore is a party in 47 pending lawsuits filed by 43 different plaintiffs, all of which allege that the plaintiffs suffered injuries due to the defective nature of INTERGEL Solution manufactured by Lifecore and marketed by ETHICON. ETHICON is currently defending Lifecore in each of these lawsuits. Lifecore also has products liability insurance that it believes will cover these claims.

9

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions in certain circumstances that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s financial statements. Management bases its estimates and judgments on historical experience, observance of trends in the industry, information provided by customers and other outside sources and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition:

The Company recognizes revenue when the product is shipped, or otherwise accepted by unaffiliated customers, pursuant to customers orders, the price is fixed and collection is reasonably assured. The Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition” provides guidance on the application of generally accepted accounting principles to selected revenue recognition issues. The Company has concluded that its revenue recognition policy is appropriate and in accordance with generally accepted accounting principles and SAB No. 101.

Allowance for Uncollectible Accounts Receivable:

Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The Company extends credit to customers in the normal course of business, but generally does not require collateral or any other security to support amounts due. Management performs on-going credit evaluations of the Company’s customers and bases the estimated allowance on these evaluations.

Inventories:

Inventories are stated at the lower of cost (first-in, first-out method) or market and have been reduced to the lower of cost or market for obsolete, excess or unmarketable inventory. The lower of cost or market adjustment is based on management’s review of inventories on hand compared to estimated future usage and sales.

Goodwill, Intangible and Other Long-Lived Assets:

Intangible and certain other long-lived assets with a definite life are amortized over their useful lives. Useful lives are based on management’s estimates of the period that the assets will generate revenue.

The Company reviews goodwill for impairment on a regular basis, at least annually.

Management has reviewed goodwill and other intangibles for impairment and has concluded that such assets are appropriately valued at the financial statement dates.

10

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Overview

The Company manufactures biomaterials and medical devices for use in various surgical markets and provides related specialized contract aseptic manufacturing services. The Company operates through two business divisions, the Hyaluronan Division and the Oral Restorative Division.

The Company’s performance continues to be positively affected by revenue growth in both the Oral Restorative Division and the Hyaluronan Division. Continued unused manufacturing capacity charges resulting from reduced hyaluronan production levels have negatively impacted the Hyaluronan Division operating results. Further, the financial leverage gained by the reduction of regulatory consulting expenses and the workforce reduction in fiscal 2004 has had a positive impact on operating results. The above factors are applicable to the three month period ended September 30, 2004.

Results of Operations

Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003:

	Hyaluronan					Oral Restorative
	Division					Division					Consolidated
	2004		2003			2004		2003			2004		2003
Net sales	$	4,637,000	$	3,558,000		$	7,558,000	$	6,389,000		$	12,195,000	$	9,947,000
Cost of goods sold		2,086,000		2,369,000			2,900,000		2,400,000			4,986,000		4,769,000
Gross profit		2,551,000		1,189,000			4,658,000		3,989,000			7,209,000		5,178,000
Operating expenses Research and development		604,000		1,019,000			244,000		240,000			848,000		1,259,000
Marketing and sales		92,000		127,000			3,123,000		3,046,000			3,215,000		3,173,000
General and administrative		536,000		617,000			931,000		944,000			1,467,000		1,561,000
		1,232,000		1,763,000			4,298,000		4,230,000			5,530,000		5,993,000
Operating income (loss)	$	1,319,000	$	(574,000	)	$	360,000	$	(241,000	)	$	1,679,000	$	(815,000	)

Net sales for the quarter ended September 30, 2004 increased $2,248,000 or 23% as compared to the same quarter of last fiscal year. Hyaluronan product sales for the current quarter increased $1,079,000 or 30% as compared to the same quarter of last fiscal year due to increased ophthalmic and orthopedic sales. Oral restorative product sales for the current quarter increased $1,169,000 or 18% compared to the same quarter of last fiscal year. Domestic sales increased 24% and international sales increased 12% as compared to the same quarter of last fiscal year. Favorable foreign currency comparisons increased international sales by $132,000 over the same quarter of last fiscal year.

Consolidated gross margin increased to 59% for the current quarter from 52% for the same quarter of last fiscal year. The gross margin for the Hyaluronan Division increased to 55%, from a gross margin of 33%, due to a favorable product mix and decreased unused manufacturing capacity charges associated with increased production. The gross margin for the Oral Restorative Division was 62% for the current quarter, which is comparable to the same quarter of last fiscal year.

11

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Research and development expenses decreased $411,000 or 33% in the current quarter as compared to the same quarter of last fis cal year. The decrease is due to the decline in regulatory consulting and professional fees associated with the market withdrawal of INTERGEL Solution in March 2003.

Marketing and sales expenses increased $42,000 or 1% in the current quarter as compared to the same quarter of last fiscal year due to increased costs associated with expansion of the Oral Restorative Division’s domestic sales force and international operations.

General and administrative expenses decreased $94,000 or 6% for the current quarter as compared to the same quarter of last fiscal year. The decrease resulted from the workforce reduction in the third quarter of fiscal 2004.

Other income (expense), as shown on the Condensed Consolidated Statements of Operations, increased $278,000 for the current quarter as compared to the same quarter of last fiscal year. The increase is due to bond retirement expense of $290,000, which resulted from the refinancing of industrial revenue bonds.

Liquidity and Capital Resources

The Company’s Annual Report on Form 10-K for the year ended June 30, 2004 contains a detailed discussion of Lifecore’s liquidity and capital resources. Investors should read the 2004 Form 10-K in conjunction with this Quarterly Report on Form 10-Q.

For the three month period ended September 30, 2004, the Company had positive cash flow from operations of $690,000. Cash flow from operations was positive in fiscal years 2004, 2003 and 2002. Charges for unused manufacturing capacity associated with the Company’s hyaluronan production have negatively impacted operating results in the current fiscal year. Also, marketing and sales expenses for the oral restorative products are expected to continue at a high level due to continued international expansion and increased personnel costs.

The Company has a $5,000,000 credit facility with a bank which has a maturity date of December 31, 2005. The credit facility agreement allows for advances against eligible accounts receivable, subject to a borrowing base certificate. Interest is accrued at the prime rate which was 4.75% at September 30, 2004. At September 30, 2004 and June 30, 2004, there were no balances outstanding under the line of credit. The terms of the agreement require the Company to comply with various financial covenants, including minimum tangible net worth, liabilities to tangible net worth ratio and profitability. At September 30, 2004 and June 30, 2004, the Company was in compliance with all covenants.

On August 19, 2004, the Company issued variable rate industrial revenue bonds. The proceeds from these bonds were used to retire the existing 10.25% fixed rate industrial revenue bonds on September 1, 2004. The aggregate principal amount of the new bonds is $5,630,000, and the bonds will bear interest at a variable rate set weekly by the bond remarketing agent (1.69% as of September 30, 2004). In addition, the Company will pay an annual remarketing fee equal to .125% and an annual letter of credit fee of 1.0%. The bonds are collateralized by a bank letter of credit which is secured by a first mortgage on the facility. The Company is required to make monthly principal and interest payments to a sinking fund. The terms of the agreement require the Company to comply with various financial covenants including minimum tangible net worth, liabilities to tangible net worth ratio and net income (loss). As of September 30, 2004, the Company was in compliance with all covenants.

12

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I — FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The Company’s ability to generate positive cash flow from operations and achieve ongoing profitability is dependent upon the continued expansion of revenue from its hyaluronan and oral restorative businesses. Growth in the Hyaluronan Division is unpredictable due to the complex governmental regulatory environment for new medical products, the early stage of certain of these markets and the uncertainty associated with the future market status of the Company’s adhesion prevention product. Similarly, expansion of the Company’s Oral Restorative Division sales is also dependent upon increased revenue from new and existing customers, as well as successfully competing in a more mature market. The Company expects its cash generated from anticipated operations and the available funds under the line of credit to satisfy cash flow needs in the near term. No assurance can be given that the Company will maintain positive cash flow from operations. While the Company’s capital resources appear adequate today, the Company may seek additional financing in the future. If additional financing is necessary, no assurance can be given that such financing will be available and, if available, will be on terms favorable to the Company and its shareholders.

The Company does not have any material “off-balance sheet” financing activities.

Cautionary Statement

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-Q, in future filings by the Company with the Securities and Exchange Commission and in the Company’s press releases and oral statements made with the approval of authorized executive officers, that are not historical or current facts, should be considered “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to market acceptance and demand for the Company’s products, future product development plans and timing, the results of clinical trials, FDA clearances and the related timing of such, the potential size of the markets for the Company’s products, future product introductions, future revenues, expense levels and capital needs and the Company’s ability to successfully negotiate acceptable agreements with its corporate partners. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected or in the future could affect the Company’s actual results and could cause its actual financial performance to differ materially from that expressed in any forward-looking statement: (i) obtaining the necessary regulatory approvals for new hyaluronan and oral restorative products; (ii) the Company’s reliance on corporate partners to develop new products on a timely basis and to market the Company’s existing and new hyaluronan products effectively; (iii) intense competition in the markets for the Company’s principal products; and (iv) the uncertainty associated with the future market status of the Company’s adhesion prevention product. Investors are referred to a more detailed discussion of the risks presented in Exhibit 99.1 to the Company’s Annual Report on Form 10-K.

13

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company invests its excess cash in money market mutual funds and highly rated short-term corporate debt securities. All investments are held to maturity. The market risk on such investments is minimal.

Receivables from sales to foreign customers are denominated in U.S. dollars. Transactions at the Company’s foreign subsidiaries are denominated in European Euros at Lifecore Biomedical SpA and Lifecore Biomedical GmbH and are denominated in Swedish Krona at Lifecore Biomedical AB. The Company is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business from sales to its foreign subsidiaries. Because the Company’s products are manufactured or sourced primarily from the United States, a stronger U.S. dollar generally has a negative impact on results from operations outside the United States while a weaker dollar generally has a positive effect. The Company does not use derivative financial instruments to manage foreign currency fluctuation risk.

On August 19, 2004, the Company issued variable rate industrial revenue bonds. The proceeds from these bonds were used to retire the existing 10.25% fixed rate industrial revenue bonds on September 1, 2004. The aggregate principal amount of the new bonds is $5,630,000, and the bonds will bear interest at a variable rate set weekly by the bond remarketing agent (1.69% as of September 30, 2004). A ten percent change in this variable rate would be approximately $10,000 annually.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

(b) Changes in internal control over financial reporting.

During the fiscal period covered by this report, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a – 15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

14

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Lifecore has been named as a defendant in 47 product liability lawsuits filed by 43 different plaintiffs (four plaintiffs have filed more than one case) alleging that the plaintiffs suffered injuries due to the defective nature of INTERGEL Solution manufactured by Lifecore and marketed by ETHICON. Lifecore has been served in the following cases as of November 8, 2004:

1.	Linda Authement and Michael Ray Lavergne v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 8/20/04
2.	Susan Bethers v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
3.	Barbara Black v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 8/16/04
4.	Renee Contratto v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Northern District of California); served 9/15/03
5.	Renee Contratto v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Superior Court of the State of California, County of Alameda); served 2/4/04
6.	Nancy Susan Drinkwitz v. Lifecore Biomedical, Inc., Johnson & Johnson, Ethicon, Inc. and Gynecare Worldwide (Carver County District Court, State of Minnesota); served 8/20/04
7.	April Ferrell and Michael Ferrell, Jr. v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc., (Florida); served 8/20/04
8.	Michelle Frosh Bernard v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 8/20/04
9.	Pamela Gregory and Darrell Gregory v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida);served 8/20/04
10.	Misty Langfitt v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
11.	Kristin Manning v. Johnson & Johnson, Ethicon, Inc., d/b/a Gynecare Worldwide and Lifecore Biomedical, Inc. (D. Kansas); served 1/29/04
12.	Elizabeth M. Manning v. Lifecore Biomedical, Inc., Johnson & Johnson, Ethicon, Inc. and Gynecare Worldwide (Carver County District Court, State of Minnesota) — this case was settled in June 2004
13.	Marie McCabe and Scott McCabe v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); 10/29/04 (A. Complaint)
14.	Antoinette McNeil v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
15.	Lauria Nuccio and Dominic Nuccio Sr. v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04

15

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II — OTHER INFORMATION

16.	Tammy Philibert and Rudolph Philibert v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
17.	Melissa Powers v. Gynecare Through Ethicon, Inc., Johnson & Johnson, Lifecore Biomedical, Inc. and George B. Morris, IV, M.D. (Civil District Court for the Parish of Orleans, State of Louisiana); served 6/3/04
18.	Rebecca J. Rezendes v. Lifecore Biomedical, Inc., Johnson &Johnson, Ethicon, Inc. and Gynecare Worldwide; served 6/4/04
19.	Natalie M. Sanders v. Johnson & Johnson, Inc., Gynecare Worldwide, Ethicon, Inc., and Lifecore Biomedical, Inc. (District of New Jersey); served 5/21/04
20.	Monika Shumbo-Poissant v. Lifecore Biomedical, Inc., et al. (Superior Court of Connecticut); served 7/19/04
21.	Siobhan Sprecace and David Sprecace v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 8/20/04
22.	Heather Strauch v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
23.	Charmaine Wickwire and Michael Steven Wickwire, Sr. v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/3/04
24.	Marisol Suarez Saiz v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/8/04
25.	Dianna Shirley v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/8/04
26.	Stephanie Succar v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/8/04
27.	Joanne Thorpe v. Ethicon, Inc., d/b/a Gynecare Worldwide, Johnson & Johnson, Lifecore Biomedical, Inc. and Vital Pharma, Inc. (Florida); served 11/8/04

     ETHICON is defending Lifecore in the above-listed lawsuits.

     Lifecore has also received claim letters alleging claims similar to the complaints listed above as follows:

1.	Heather Dunne, letter dated October 9, 2003
2.	Margery LeRoux, letter dated September 9, 2003
3.	Kenna Schaller, letter dated July 10, 2003
4.	Julia Smith, letter dated May 10, 2004

     ETHICON is responding to the above-listed claim letters on behalf of Lifecore. In addition to the above-listed claim letters, Lifecore has received a claim letter on behalf of Melody Whitfield, dated October 2, 2003, relating to injuries unrelated to INTERGEL Solution suffered in a second-look surgery as part of a clinical trial. Whitfield is seeking $195,000 in damages. Lifecore has not received any response to its letter dated February 19, 2003 disputing her claim. ETHICON has denied Lifecore’s tender of defense of Whitfield’s claim.

16

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

3.1	Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 19(a) to Amendment No. 1 on Form 8, dated July 13, 1988, to Form 10-Q for the quarter ended December 31, 1987), as amended by Amendment No. 2 (incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended June 30, 1997)
3.2	Amended Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K/A for the year ended June 30, 1995)
3.3	Form of Rights Agreement, dated as of May 23, 1996, between the Company and Norwest Bank Minnesota, National Association (incorporated by reference to Exhibit 1 to the Company’s Form 8- A Registration Statement dated May 31, 1996)
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2 Registration Statement [File No. 33-12970])
10.1	Form of Option Agreement for employees under the Lifecore Biomedical, Inc. 1996 Stock Plan
10.2	Form of Option Agreement for directors under the Lifecore Biomedical, Inc. 1996 Stock Plan
10.3	Form of Change of Control Agreement between the Company and certain executive officers
10.4	Change of Control Agreement, dated as of June 17, 2004, between the Company and Dennis J. Allingham
10.5	Form of Noncompetition Agreement between the Company and certain executive officers
10.6	Loan Agreement, dated as of August 1, 2004, between City of Chaska, Minnesota and the Company (incorporated by reference to Exhibit 10.9 to Form 10-k for the year ended June 30, 2004)
10.7	Remarketing Agreement, dated as of August 1, 2004, between the Company and Northland Securities, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-k for the year ended June 30, 2004)
10.8	Tax Exemption Agreement, dated as of August 1, 2004, between City of Chaska, Minnesota, the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.11 to Form 10-k for the year ended June 30, 2004)
10.9	Irrevocable Letter of Credit, dated as of August 19, 2004, from M&I Marshall & Ilsley Bank to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.12 to Form 10-k for the year ended June 30, 2004)
10.10	Reimbursement Agreement, dated as of August 1, 2004, between the Company and M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.13 to Form 10-k for the year ended June 30, 2004)
10.11	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, dated as of August 1, 2004, from the Company to M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.14 to Form 10-k for the year ended June 30, 2004)
10.12	Security Agreement, dated as of August 1, 2004, from the Company to M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.15 to Form 10-k for the year ended June 30, 2004)

17

LIFECORE BIOMEDICAL, INC. AND SUBSIDIARIES
PART II – OTHER INFORMATION

10.13	Pledge and Security Agreement, dated as of August 1, 2004, between the Company, M&I Marshall & Ilsley Bank and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.16 to Form 10-k for the year ended June 30, 2004)
10.14	Bond Purchase Agreement, dated as of August 19, 2004, by and between City of Chaska, Minnesota, the Company and Northland Securities, Inc. (incorporated by reference to Exhibit 10.17 to Form 10-k for the year ended June 30, 2004)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LIFECORE BIOMEDICAL, INC.
	By:
Dated: November 9, 2004	/s/ Dennis J. Allingham
	Dennis J. Allingham
	President, Chief Executive Officer, Secretary and Director (duly authorized officer)
Dated: November 9, 2004	/s/ David M. Noel
	David M. Noel
	Vice President of Finance and Chief Financial Officer (principal financial and accounting officer)

19

Exhibit Index

3.1	Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 19(a) to Amendment No. 1 on Form 8, dated July 13, 1988, to Form 10-Q for the quarter ended December 31, 1987), as amended by Amendment No. 2 (incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended June 30, 1997)
3.2	Amended Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K/A for the year ended June 30, 1995)
3.3	Form of Rights Agreement, dated as of May 23, 1996, between the Company and Norwest Bank Minnesota, National Association (incorporated by reference to Exhibit 1 to the Company’s Form 8- A Registration Statement dated May 31, 1996)
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to 1987 S-2 Registration Statement [File No. 33-12970])
10.1	Form of Option Agreement for employees under the Lifecore Biomedical, Inc. 1996 Stock Plan
10.2	Form of Option Agreement for directors under the Lifecore Biomedical, Inc. 1996 Stock Plan
10.3	Form of Change of Control Agreement between the Company and certain executive officers
10.4	Change of Control Agreement, dated as of June 17, 2004, between the Company and Dennis J. Allingham
10.5	Form of Noncompetition Agreement between the Company and certain executive officers
10.6	Loan Agreement, dated as of August 1, 2004, between City of Chaska, Minnesota and the Company (incorporated by reference to Exhibit 10.9 to Form 10-k for the year ended June 30, 2004)
10.7	Remarketing Agreement, dated as of August 1, 2004, between the Company and Northland Securities, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-k for the year ended June 30, 2004)
10.8	Tax Exemption Agreement, dated as of August 1, 2004, between City of Chaska, Minnesota, the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.11 to Form 10-k for the year ended June 30, 2004)
10.9	Irrevocable Letter of Credit, dated as of August 19, 2004, from M&I Marshall & Ilsley Bank to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.12 to Form 10-k for the year ended June 30, 2004)
10.10	Reimbursement Agreement, dated as of August 1, 2004, between the Company and M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.13 to Form 10-k for the year ended June 30, 2004)
10.11	Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, dated as of August 1, 2004, from the Company to M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.14 to Form 10-k for the year ended June 30, 2004)
10.12	Security Agreement, dated as of August 1, 2004, from the Company to M&I Marshall & Ilsley Bank (incorporated by reference to Exhibit 10.15 to Form 10-k for the year ended June 30, 2004)
10.13	Pledge and Security Agreement, dated as of August 1, 2004, between the Company, M&I Marshall & Ilsley Bank and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.16 to Form 10-k for the year ended June 30, 2004)

20

10.14	Bond Purchase Agreement, dated as of August 19, 2004, by and between City of Chaska, Minnesota, the Company and Northland Securities, Inc. (incorporated by reference to Exhibit 10.17 to Form 10-k for the year ended June 30, 2004)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

21

EX-10.1

                                                                    EXHIBIT 10.1

                            LIFECORE BIOMEDICAL, INC.
                        INCENTIVE STOCK OPTION AGREEMENT


     THIS OPTION AGREEMENT is made as of the _____ day of _________________
between Lifecore Biomedical, Inc., a Minnesota corporation (hereinafter called
the "Company"), and ______________, an employee of the Company or one or more of
its subsidiaries (hereinafter called the "Optionee").

     WHEREAS, the Company desires, by affording the Optionee an opportunity to
purchase shares of its Common Stock (the "Common Stock"), as hereinafter
provided, to carry out the purpose of the 1996 STOCK PLAN (the "Plan") of the
Company approved by its shareholders.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereby agree as
follows:

1.   Grant of Option. The Company hereby grants to the Optionee the right and
     Option (hereinafter called the "Option") to purchase from the Company all
     or any part of an aggregate amount of _________ shares of the Common Stock
     of the Company on the terms and conditions herein set forth. The Option
     granted hereunder is intended to be an "incentive stock option" within the
     meaning of Section 422 of the Internal Revenue Code of 1986.

2.   Purchase Price. The purchase price of the shares of the Common Stock
     covered by this Option shall be $______ per share.

3.   Term of Option. The term of the Option shall expire on ______________ (the
     "Expiration Date") subject to earlier termination as hereinafter provided.

4.   Exercise of Option. The Option may be exercised as follows:

          (a)  On and after ______________, the Option may be exercised as to
               ________shares.

          (b)  On and after ______________, the Option may be exercised as to
               ________shares.

          (c)  On and after ______________, the Option may be exercised as to
               ________shares.

          (d)  On and after ______________, the Option may be exercised as to
               ________shares.

In no event shall the Option be exercisable after the Expiration Date.

5.   Non-Transferability. The Option shall not be transferable otherwise than by
     will or the laws of descent and distribution, and the Option may be
     exercised, during the lifetime of the Optionee, only by the Optionee.

6.   Termination of Employment. In the event the employment of the Optionee
     shall be terminated for any reason other than Death, Disability, or
     Retirement (as defined in the Plan) any unexercised Option may be exercised
     by the Optionee at any time within ninety (90) days of such termination,
     but only to the extent the Option was exercisable by the Optionee on the
     date of termination; provided, however, that in the event of termination
     for cause, such Option shall terminate immediately upon such termination of
     employment. In no event shall any Option be exercisable after the
     Expiration Date specified in Section 3 hereof. So long as the Optionee
     shall continue to be an employee of the Company or one or more of it
     subsidiaries, the Option shall not be affected by any change of duties or
     position. Nothing in this Option Agreement shall confer upon the Optionee
     any right to continue in the employ of the Company or of any




     of its subsidiaries or interfere in any way with the right of the Company
     or any such subsidiary to terminate the employment of the Optionee at any
     time.

7.   Death, Disability, or Retirement of Optionee. If the Optionee shall Die, or
     shall suffer a Disability, or terminate employment as a result of
     Retirement (as defined in the Plan) while this Option is in effect, the
     Option may be exercised by the person to whom the Option is transferred by
     will or the applicable laws of descent and distribution (in the case of
     Death) or by the Optionee or his or her legal representative (in the case
     of Disability) at any time within twelve (12) months after the Optionee's
     Death or termination of employment as a result of Disability, but in no
     event later than the Expiration Date specified in Section 3 hereof.

8.   Method of Exercising Option. Subject to the terms and conditions of the
     Plan, the Option may be exercised by written notice to the Accounting
     Department at the principal office of the Company. Such notice shall state
     the election to exercise the Option and the number of shares in respect of
     which it is being exercised, and shall be signed by the person so
     exercising the Option. Such notice shall be accompanied by payment of the
     full purchase price of such shares, which payment shall be made in cash or
     by check or bank draft payable to the Company. In the sole discretion of
     the Company, the Optionee may pay the purchase price by delivering shares
     of Common Stock of the Company already owned by the optionee (which in the
     case of stock acquired upon exercise of an option have been owned for more
     than six months on the date of surrender) with a fair market value equal to
     the purchase price or by a combination of cash and such shares, whose fair
     market value shall equal the purchase price. For purposes of this
     paragraph, the "fair market value" of the Common Stock of the Company shall
     be established in the manner set forth in the Plan.

     The certificate or certificates for the shares as to which the Option shall
     have been so exercised shall be registered in the name of the person so
     exercising the Option, or if the Optionee so elects, in the name of the
     Optionee and one other person as joint tenants, and shall be delivered as
     soon as practicable after the notice shall have been received. In the event
     the Option shall be exercised by any person other than the Optionee, such
     notice shall be accompanied by appropriate proof of such right of such
     person to exercise the Option. All shares that shall be purchased upon the
     exercise of the Option as provided herein shall be fully paid and
     nonassessable.

9.   Option Plan. This Option is subject to certain additional terms and
     conditions set forth in the Plan pursuant to which this Option has been
     issued. A copy of the Plan is on file with the Chief Financial Officer of
     the Company and each Option holder by acceptance hereof agrees to and
     accepts this Option subject to the terms of the Plan.

10.  General. The Company shall at all times during the term of the Option
     reserve and keep available such number of shares of Common Stock as will be
     sufficient to satisfy the requirements of this Option Agreement, shall pay
     all original issue and transfer taxes with respect to the issue and
     transfer of shares pursuant hereto and all other fees and expenses
     necessarily incurred by the Company in connection therewith, and will from
     time to time use its best efforts to comply with all laws and regulations
     which, in the opinion of counsel for the company, shall be applicable
     thereto.

11.  Status. Neither the Optionee nor the Optionee's executor, administrator,
     heirs, or legatees, shall be or have any rights or privileges of a
     shareholder of the Company in respect of the shares transferable upon
     exercise of the Option granted hereunder, unless and until certificates
     representing such shares shall be endorsed, transferred, and delivered and
     the transferee has caused the Optionee's name to be entered as the
     shareholder of record on the books of the Company.

12.  Common Authority. The existence of the Option herein granted shall not
     affect in any way the right or power of the Company or its shareholders to
     make or authorize any or all adjustments, recapitalizations,
     reorganizations or other changes in the Company's capital structure or its
     business, or any merger or consolidation of the Company, or any issue of
     bonds, debentures, preferred or prior preference stock ahead of or
     affecting the Common Stock of the Company, or any sale or transfer of all
     or any part of its assets or business, or any other corporate act or
     proceeding, whether of a similar character or otherwise.




13.  Disputes. As a condition of the granting of the Option herein granted, the
     Optionee agrees, for the Optionee and the Optionee's personal
     representatives, that any dispute or disagreement which may arise under or
     as a result of or pursuant to this Agreement shall be determined by the
     Company, in its sole discretion, and that any interpretation by the Company
     of the terms of this Agreement shall be final, binding and conclusive.

14.  Binding Effect. This Agreement shall be binding upon the heirs, executors,
     administrators and successors of the parties hereto.


     This stock option agreement could be construed to imply that Lifecore
expects long term continued financial appreciation in its common stock price in
the public equity marketplace. As such, it constitutes a forward looking
document as defined in the Private Securities Litigation Reform Act of 1995.
Because of numerous risks and uncertainties in Lifecore's business activity, the
Company's actual business results may differ materially from those implied.
Prospective stock option investors are cautioned to refer to more detailed
discussions of Lifecore's specific business risks as presented and updated from
time to time in the Company's reports on Forms 10-Q and 10-K. In addition, even
if Lifecore's business performance does improve, the potential option investor
is cautioned that the public stock marketplace may not reflect those
improvements in an appreciated price for Lifecore's common stock.

     IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the day and year first above written.


                                                      LIFECORE BIOMEDICAL, INC.


                                                     By_________________________

                                                     Its    President & CEO
                                                         ------------------



Optionee____________________________


Date______________

EX-10.2

                                                                    EXHIBIT 10.2

                            LIFECORE BIOMEDICAL, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                 (FOR DIRECTORS)

     THIS OPTION AGREEMENT is made as of the ____ day of ____________ , between
LIFECORE BIOMEDICAL, INC. a Minnesota corporation (the "Company"), and
____________, an employee of, or a consultant to the Company (the "Optionee").

     The Company desires, by affording the Optionee an opportunity to purchase
shares of its Common Stock, of the par value of One Cent ($.01) per share (the
"Common Stock"), as hereinafter provided, to carry out the purpose of the 1996
STOCK PLAN of the Company approved by its shareholders (the "Plan").
     THEREFORE, the parties hereby agree as follows:

     1. Grant of Option. The Company hereby grants to the Optionee the right and
option (hereinafter called the "Option") to purchase from the Company all or any
part of an aggregate amount of _______ shares of the Common Stock of the Company
on the terms and conditions herein set forth.

     2. Purchase Price. The purchase price of the shares of the Common Stock
covered by this Option shall be $_____ per share.

     3. Term of Option. The term of the Option shall expire _____________ (the
"Expiration Date") subject to earlier termination as hereinafter provided.

     4. Exercise of Option. The Option may be exercised as follows:

          (a)  On and after _______________, the Option may be exercised as to
               _____shares.

          (b)  On and after _______________, the Option may be exercised as to
               _____shares.

          (c)  On and after _______________, the Option may be exercised as to
               _____shares.


    5. Non-Transferability. The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Optionee, only by the Optionee, unless the
Board of Directors otherwise determines in accordance with the provisions of the
plan.

     6. Termination of Directorship. If the Optionee's services as a director of
the Company shall terminate for any reason, the Option shall continue to be
exercisable according to its original terms, to the extent that the Optionee
shall have been entitled to exercise the option at the date of the termination
of his or her services as a director. In no event shall any Option be
exercisable after the expiration date of the term specified in paragraph 3
hereof. Any unvested portion of an option at the time of termination of
directorship shall terminate immediately.

     7. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by written notice to the Company
at the principal office of the Company. Such notice shall state the election to
exercise the Option and the number of shares in respect of which it is being
exercised, and shall be signed by the person so exercising




the Option. Such notice shall be accompanied by payment of the full purchase
price of such shares, which payment shall be made by check or bank draft payable
to the Company, or, in the discretion of the Company, by delivery of shares of
Common Stock of the Company with a fair market value equal to the purchase price
or by a combination of cash and such shares, whose fair market value shall equal
the purchase price. For purposes of this paragraph, the "fair market value" of
the Common Stock of the Company shall be established in the manner set forth in
the Plan. In the event the Option shall be exercised by any person other than
the Optionee, such notice shall be accompanied by appropriate proof of such
right of such person to exercise the option.

     8. Option Plan. This Option is subject to certain additional terms and
conditions set forth in the 1996 Stock Plan pursuant to which this Option has
been issued. Optionee acknowledges receipt of a copy of the Plan and related
prospectus on file with the Secretary of the Company and by acceptance hereof
agrees to and accepts this Option subject to the terms of the Plan. Except as
otherwise defined herein, defined terms used in this Agreement shall have the
meaning ascribed thereto in the Plan.

     9. Disputes. As a condition of the granting of the Option herein granted,
the Optionee agrees, for the Optionee and the Optionee's personal
representatives, that any dispute or disagreement which may arise under or as a
result of or pursuant to this agreement shall be determined by the Compensation
Committee of the Board of Directors of the Company, in its sole discretion, and
that any interpretation by said Committee of the terms of this Agreement shall
be final, binding and conclusive.

     10. Binding Effect. This agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

     This stock option agreement could be construed to imply that Lifecore
expects long term continued financial appreciation in its common stock price in
the public equity marketplace. As such, it constitutes a forward looking
document as defined in the Private Securities Litigation Reform Act of 1995.
Because of numerous risks and uncertainties in Lifecore's business activity, the
Company's actual business results may differ materially from those implied.
Prospective stock option investors are cautioned to refer to more detailed
discussions of Lifecore's specific business risks as presented and updated from
time to time in the Company's reports on Forms 10-Q and 10-K. In addition, even
if Lifecore's business performance does improve, the potential option investor
is cautioned that the public stock marketplace may not reflect those
improvements in an appreciated price for Lifecore's common stock.


     IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date and year first above written.


                                                 LIFECORE BIOMEDICAL, INC.

____________________________                     By_____________________________
Optionee                                         Its     President and CEO
                                                         -----------------

EX-10.3

                                                                    EXHIBIT 10.3


                           CHANGE OF CONTROL AGREEMENT


     This Agreement is made as of _________, ____, between Lifecore Biomedical,
Inc. a Minnesota corporation (the "Company"), and _________ ("Employee"),
residing at __________________________________________.

     WITNESSETH THAT:

     WHEREAS, the Company believes that it is in the best interests of the
Company to maintain management capable of protecting and enhancing the best
interests of the Company and its shareholders; and

     WHEREAS, in connection therewith, the Company believes that it is important
for Employee to be available to assist and advise the Company and its board of
directors in the event the Company or its shareholders receives a proposal for
or considers a transfer of control of the Company, without being influenced by
any uncertainties which may exist with regard to Employee's future employment.

     NOW, THEREFORE, to assure the Company that it will have continued access to
the dedicated services of Employee notwithstanding the possibility, threat or
occurrence of a change in control of the Company, and to induce Employee to
remain in the employ of the Company, the Company and Employee agree as follows:

     1. Definitions.

     As used herein, the following terms shall have the meanings set forth
below:

          (i) A "Change in Control" shall mean the occurrence of any of the
     following events:

               (a) a change in control of the Company of a nature required to be
          reported in response to Item 6(e) of Schedule 14A of Regulation 14A
          promulgated under the Securities Exchange Act of 1934, as amended
          ("Exchange Act"), whether or not the Company is then subject to such
          reporting requirement; or

               (b) any "person" (as such term is used in Sections 13(d) and
          14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 promulgated under the Exchange Act), directly or
          indirectly, of securities of the Company representing (a) at least 15%
          but no more than 50% of the combined voting power of the Company's
          then outstanding securities unless the transaction is approved by the
          Board of Directors of the Company in advance of the event, or




          by a majority of the Continuing Directors within 30 days after the
          event, or (b) more than 50% of the combined voting power of the
          Company's then outstanding securities (regardless of any approval of
          the Board of Directors); or

               (c) individuals who at the date hereof constitute the Board of
          Directors of the Company cease to constitute a majority thereof,
          provided that such change is the direct or indirect result of a proxy
          fight and contested election for positions on the Board; or

               (d) the sale, lease, exchange or other transfer, directly or
          indirectly, of all or substantially all of the assets of the Company,
          in one transaction or in a series of related transactions; or

               (e) a merger or consolidation to which the Company is a party if
          the shareholders of the Company immediately prior to the effective
          date of such merger or consolidation have "beneficial ownership" (as
          defined in Rule 13d-3 promulgated under the Exchange Act) immediately
          following the effective date of such merger or consolidation of
          securities of the surviving company representing (a) 50 percent or
          more, but not more than 85 percent, of the combined voting power of
          the surviving corporation's then outstanding securities, unless such
          merger or consolidation has been approved in advance by the Board of
          Directors of the Company in advance of the event, or by a majority of
          the Continuing Directors within 30 days after the event or (b) less
          than 50 percent of the combined voting power of the surviving
          corporation's then outstanding securities (regardless of any approval
          by the continuity directors); or

               (f) the Board of Directors of the Company determines, in its sole
          and absolute discretion, that there has been a change in control of
          the Company.

          (ii) "Continuing Directors" shall include only those directors of the
     Company on the date hereof and those directors, as of a date 30 days prior
     to an event that would otherwise be considered a "Change in Control," who
     were nominated by Continuing Directors and duly elected by shareholders at
     an annual meeting thereof or nominated and elected by directors who were
     "Continuing Directors."

          (iii) "Good Reason" shall mean the occurrence of any of the following
     events:

               (a) the assignment to Employee of responsibilities with the
          Company inconsistent with Employee's status as an executive of the
          Company or a substantial alteration in the nature of Employee's
          responsibilities from those in effect immediately prior to a Change in
          Control;

               (b) a reduction by the Company in Employee's base salary as in
          effect immediately prior to a Change in Control;

               (c) relocation of Employee to an office located more than fifty
          (50) miles of Employee's office location immediately prior to a Change
          in Control, except for requirements of temporary travel on the
          Company's business to an


                                      -2-

          extent substantially consistent with Employee's business travel
          obligations immediately prior to a Change in Control;

               (d) except to the extent otherwise required by applicable law,
          the failure by the Company to continue in effect any material benefit
          or compensation plan in which Employee is participating immediately
          prior to a Change in Control (or plans providing Employee with
          substantially similar benefits), the taking of any action by the
          Company or the Subsidiary which would adversely affect Employee's
          participation in, or materially reduce Employee's benefits under, any
          of such plans or deprive Employee of any material fringe benefit
          enjoyed by Employee immediately prior to such Change in Control, or
          the failure by the Company to provide employee with the number of paid
          vacation days to which Employee is entitled immediately prior to such
          Change in Control in accordance with the Company's vacation policy as
          then in effect; or

               (e) the failure by the Company to obtain, as specified in Section
          5(i) hereof, an assumption of the obligations of the Company to
          perform this Agreement by any successor to the Company.

          Notwithstanding the foregoing, none of the forgoing events shall be
     considered "Good Reason" if it occurs in connection with the Employee's
     death or disability.

          (iv) "Cause" shall mean termination by the Company of Employee's
     employment based upon (a) the willful and continued failure by Employee
     substantially to perform his duties and obligations (other than any such
     failure resulting from his incapacity due to physical or mental illness) or
     (b) the willful misconduct of Employee which is materially injurious to the
     Company or any of its subsidiaries, monetarily or otherwise. For purposes
     of this paragraph, an act, or failure to act, shall be considered "willful"
     if done, or omitted to be done, by Employee in bad faith and without
     reasonable belief that the action or omission was in the best interests of
     the Company.

          (v) "Disability" shall mean any physical or mental condition which
     would qualify Employee for a disability benefit under the long-term
     disability plan of the Company.

     2. Term of Agreement.


     This Agreement shall commence on the date hereof and shall continue in
effect until (i) Employee and the Company mutually agree in writing to terminate
this Agreement, (ii) termination of Employee's employment with the Company in a
manner other than as set forth in Section 3(i) hereof or (iii) Employee reaches
the age of sixty-five (65).

     3. Termination of Employment.


                                      -3-


          (i) Employee shall be entitled to receive the cash payment and other
     benefits provided in Section 4 hereof if any of the following events occur
     following a Change in Control which occurs during the term of this
     Agreement:

               (a) the Company shall have terminated Employee without Cause
          within eighteen (18) months of a Change in Control; or

               (b) Employee shall have voluntarily terminated his employment
          with the Company for Good Reason within eighteen (18) months of a
          Change in Control.

          (ii) Nothing contained herein shall be deemed to constitute a
     guarantee of employment or limit the Company's right to terminate Employee
     prior to a Change in Control or for Cause following a Change in Control.
     Employee's rights upon termination of employment prior to a Change in
     Control or after the expiration of the term of this Agreement or after the
     expiration of the prescribed periods following a Change in Control set
     forth in Section 3(i) shall be governed by the standard employment
     termination policy applicable to Employee in effect at the time of
     termination.

     4. Benefits Upon Termination Under Section 3(i).

     Upon the termination of Employee pursuant to Section 3(i) hereof, Employee
shall be entitled to receive the benefits specified in this Section 4. The
amounts due to Employee under this Section 4 shall be paid to Employee not later
than Employee's last day of employment. All payments to Employee pursuant to
this Section 4 shall be subject to any applicable payroll or other taxes
required by law to be withheld.

          (i) The Company shall pay to Employee (a) the full base salary earned
     by him and unpaid through the effective date of Employee's termination, at
     the rate in effect at the time notice of termination (voluntary or
     involuntary) was given, plus (b) an amount representing credit for any
     vacation earned by him in the current calendar year, but not taken.

          (ii) In lieu of any further base salary payments to Employee for
     periods subsequent to the date that the termination of Employee's
     employment becomes effective, the Company shall pay as severance pay to
     Employee a lump sum amount in cash equal to (i) the product of twelve
     multiplied by Employee's monthly base salary at the highest rate in effect
     during the twelve months immediately preceding the effective date of
     Employee's termination plus (ii) an amount equal to the amount of the most
     recent annual bonus and commission received by Employee.

          (iii) All options to purchase the Company's Common Stock and all other
     incentive awards granted to Employee under the Company's stock option or
     incentive compensation plans adopted by the Company (each, a "Plan" and,
     together, the "Plans") shall become immediately exercisable or vested, as
     the case may be; provided, however, such options or awards shall be
     exercisable or payable, as the case may be, only in a


                                      -4-


     manner consistent with the terms of the Plans and related stock option or
     other agreements, as applicable and as in effect upon the date of
     termination.

          (iv) For the twenty-four (24) month period immediately following the
     date of termination, the Company shall arrange to provide Employee with,
     and shall pay for, life, disability, accident and health insurance coverage
     benefits substantially similar to those the Employee was receiving under
     the Company's health and welfare benefit plans as in effect immediately
     prior to the date of the Change in Control. Benefits otherwise due to
     Employee pursuant to this clause (iv) shall be reduced to the extent
     comparable benefits are actually received from another source during the
     twenty-four (24) month period following the date of termination.

          (v) In addition to all other amounts payable to Employee under this
     Section 4, Employee shall be entitled to receive all benefits payable or
     distributable to Employee under any Company pension plan and any other plan
     or agreement relating to retirement benefits in accordance with the
     policies in respect thereof in effect as of the date of the Change in
     Control.

          (vi) The Company shall pay to Employee all legal fees and expenses
     incurred by Employee in seeking to obtain or enforce any right or benefit
     provided to Employee by this Agreement.

          (vii) The Company shall pay directly all fees and expenses of an
     outplacement service provider for outplacement services to Employee for a
     period of one year following the date of termination.

          Notwithstanding anything contained in this Agreement to the contrary,
the maximum amount to be paid by Company to Employee pursuant to the terms of
this Agreement and this Section 4 shall be limited to an amount which does not
constitute an "excess parachute payment" within the meaning of Section 2806 of
the Internal Revenue Code of 1954, as amended, or any successor provision or
regulations promulgated thereunder.

          Employee shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise. Other
then as provided in Section 4(iv), the amount of any payment or benefit provided
in this Section 4 shall not be reduced by any compensation earned by Employee as
a result of any employment by another employer.

     5. Successors; and Binding Agreement.

          (i) The Company will require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise), to all or
     substantially all of the business and/or assets of the Company, by written
     agreement in form and substance satisfactory to Employee, expressly to
     assume and agree to perform the Company's obligations under this Agreement
     arising out of any such succession in the same manner and to the same
     extent that the Company would be required to perform this Agreement.
     Failure of the


                                      -5-


     Company to obtain such agreement prior to the effectiveness of any such
     succession shall be a breach of this Agreement and shall entitle Employee
     to compensation from the Company in the same amount and on the same terms
     as Employee would be entitled hereunder if Employee terminated his
     employment after a Change in Control for Good Reason, except that for
     purposes of implementing the foregoing, the date on which any such
     succession becomes effective shall be deemed the date of termination. As
     used in this Agreement, "Company" shall mean the Company as hereinbefore
     defined and any successor to its business and/or assets as aforesaid which
     executes and delivers the agreement provided for in this Section 5(i) or
     which otherwise becomes bound by all the terms and provisions of this
     Agreement by operation of law.

          (ii) This Agreement is personal to Employee and Employee may not
     assign or transfer any part of his rights or duties hereunder, or any
     compensation due to him hereunder, to any other person. Notwithstanding the
     foregoing, this Agreement shall inure to the benefit of and be enforceable
     by Employee's personal or legal representatives, executors, administrators,
     heirs, distributees, devisees and legatees.

     6. Modification; Waiver.

        No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in a writing signed
by Employee and such officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of any condition or provision shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

     7. Notice.

        All notices, requests, demands and all other communications required or
permitted by either party to the other party by this Agreement (including,
without limitation, any notice of termination of employment) shall be in writing
and shall be deemed to have been duly given when delivered personally or mailed
by regular, certified or registered mail, return receipt requested, at the
address of the other party, as follows:

                  If to the Company, to:

                  Lifecore Biomedical, Inc.
                  Attn:  Chief Executive Officer
                  3515 Lyman Blvd.
                  Chaska, MN  55318

                  If to Employee, to:

                  [Address]

     8. Severability.


                                      -6-


        If any term or provision of this Agreement or the application hereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

     9. Headings.

        The headings in this Agreement are inserted for convenience or reference
only and shall not be a part of or control or affect the meaning of this
Agreement.

     10. Counterparts.

         This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

     11. Governing Law.

         This Agreement has been executed and delivered in the State of
Minnesota and shall in all respects be governed by, and construed and enforced
in accordance with, the laws of the State of Minnesota, including all matters of
construction, validity and performance, but without giving effect to the choice
of law provisions thereof.

     12. Entire Agreement.

         This Agreement supersedes any and all other oral or written agreements
or policies made relating to the subject matter hereof; provided that, this
Agreement shall not supersede or limit in any way Employee's rights under any
benefit plan, program or arrangements in accordance with their terms.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement all as
of the date set forth in the first paragraph.


                                        LIFECORE BIOMEDICAL, INC.


                                        By _____________________________________
                                           Name:
                                           Title:


                                        EMPLOYEE


                                        ________________________________________
                                        [Employee Name]


                                      -7-

EX-10.4

                                                                    EXHIBIT 10.4


                           CHANGE OF CONTROL AGREEMENT


      This Agreement is made as of June 17, 2004, between Lifecore Biomedial,
Inc. a Minnesota corporation (the "Company"), and Dennis J. Allingham
("Employee").

      WITNESSETH THAT:

      WHEREAS, the Company believes that it is in the best interests of the
Company to maintain management capable of protecting and enhancing the best
interests of the Company and its shareholders; and

      WHEREAS, in connection therewith, the Company believes that it is
important for Employee to be available to assist and advise the Company and its
board of directors in the event the Company or its shareholders receives a
proposal for or considers a transfer of control of the Company, without being
influenced by any uncertainties which may exist with regard to Employee's future
employment.

      NOW, THEREFORE, to assure the Company that it will have continued access
to the dedicated services of Employee notwithstanding the possibility, threat or
occurrence of a change in control of the Company, and to induce Employee to
remain in the employ of the Company, the Company and Employee agree as follows:

      1. Definitions.

      As used herein, the following terms shall have the meanings set forth
below:

            (i) A "Change in Control" shall mean the occurrence of any of the
      following events:

                  (a) a change in control of the Company of a nature required to
            be reported in response to Item 6(e) of Schedule 14A of Regulation
            14A promulgated under the Securities Exchange Act of 1934, as
            amended ("Exchange Act"), whether or not the Company is then subject
            to such reporting requirement; or

                  (b) any "person" (as such term is used in Sections 13(d) and
            14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
            defined in Rule 13d-3 promulgated under the Exchange Act), directly
            or indirectly, of securities of the Company representing (a) at
            least 15% but no more than 50% of the combined voting power of the
            Company's then outstanding securities unless the transaction is
            approved by the Board of Directors of the Company in advance of the
            event, or

            by a majority of the Continuing Directors within 30 days after the
            event, or (b) more than 50% of the combined voting power of the
            Company's then outstanding securities (regardless of any approval of
            the Board of Directors); or

                  (c) individuals who at the date hereof constitute the Board of
            Directors of the Company cease to constitute a majority thereof,
            provided that such change is the direct or indirect result of a
            proxy fight and contested election for positions on the Board; or

                  (d) the sale, lease, exchange or other transfer, directly or
            indirectly, of all or substantially all of the assets of the
            Company, in one transaction or in a series of related transactions;
            or

                  (e) a merger or consolidation to which the Company is a party
            if the shareholders of the Company immediately prior to the
            effective date of such merger or consolidation have "beneficial
            ownership" (as defined in Rule 13d-3 promulgated under the Exchange
            Act) immediately following the effective date of such merger or
            consolidation of securities of the surviving company representing
            (a) 50 percent or more, but not more than 85 percent, of the
            combined voting power of the surviving corporation's then
            outstanding securities, unless such merger or consolidation has been
            approved in advance by the Board of Directors of the Company in
            advance of the event, or by a majority of the Continuing Directors
            within 30 days after the event or (b) less than 50 percent of the
            combined voting power of the surviving corporation's then
            outstanding securities (regardless of any approval by the continuity
            directors); or

                  (f) the Board of Directors of the Company determines, in its
            sole and absolute discretion, that there has been a change in
            control of the Company.

            (ii) "Continuing Directors" shall include only those directors of
      the Company on the date hereof and those directors, as of a date 30 days
      prior to an event that would otherwise be considered a "Change in
      Control," who were nominated by Continuing Directors and duly elected by
      shareholders at an annual meeting thereof or nominated and elected by
      directors who were "Continuing Directors."

            (iii) "Good Reason" shall mean the occurrence of any of the
      following events:

                  (a) the assignment to Employee of responsibilities with the
            Company inconsistent with Employee's status as an executive of the
            Company or a substantial alteration in the nature of Employee's
            responsibilities from those in effect immediately prior to a Change
            in Control;

                  (b) a reduction by the Company in Employee's base salary as in
            effect immediately prior to a Change in Control;

                  (c) relocation of Employee to an office located more than
            fifty (50) miles of Employee's office location immediately prior to
            a Change in Control, except for requirements of temporary travel on
            the Company's business to an


                                      -2-

            extent substantially consistent with Employee's business travel
            obligations immediately prior to a Change in Control;

                  (d) except to the extent otherwise required by applicable law,
            the failure by the Company to continue in effect any material
            benefit or compensation plan in which Employee is participating
            immediately prior to a Change in Control (or plans providing
            Employee with substantially similar benefits), the taking of any
            action by the Company or the Subsidiary which would adversely affect
            Employee's participation in, or materially reduce Employee's
            benefits under, any of such plans or deprive Employee of any
            material fringe benefit enjoyed by Employee immediately prior to
            such Change in Control, or the failure by the Company to provide
            employee with the number of paid vacation days to which Employee is
            entitled immediately prior to such Change in Control in accordance
            with the Company's vacation policy as then in effect; or

                  (e) the failure by the Company to obtain, as specified in
            Section 5(i) hereof, an assumption of the obligations of the Company
            to perform this Agreement by any successor to the Company.

            Notwithstanding the foregoing, none of the forgoing events shall be
      considered "Good Reason" if it occurs in connection with the Employee's
      death or disability.

            (iv) "Cause" shall mean termination by the Company of Employee's
      employment based upon (a) the willful and continued failure by Employee
      substantially to perform his duties and obligations (other than any such
      failure resulting from his incapacity due to physical or mental illness)
      or (b) the willful misconduct of Employee which is materially injurious to
      the Company or any of its subsidiaries, monetarily or otherwise. For
      purposes of this paragraph, an act, or failure to act, shall be considered
      "willful" if done, or omitted to be done, by Employee in bad faith and
      without reasonable belief that the action or omission was in the best
      interests of the Company.

            (v) "Disability" shall mean any physical or mental condition which
      would qualify Employee for a disability benefit under the long-term
      disability plan of the Company.

      2. Term of Agreement.

      This Agreement shall commence on the date hereof and shall continue in
effect until (i) Employee and the Company mutually agree in writing to terminate
this Agreement, (ii) termination of Employee's employment with the Company in a
manner other than as set forth in Section 3(i) hereof or (iii) Employee reaches
the age of sixty-five (65).

      3. Termination of Employment.


                                      -3-

            (i) Employee shall be entitled to receive the cash payment and other
      benefits provided in Section 4 hereof if any of the following events occur
      following a Change in Control which occurs during the term of this
      Agreement:

                  (a) the Company shall have terminated Employee without Cause
            within twenty-four (24) months of a Change in Control; or

                  (b) Employee shall have voluntarily terminated his employment
            with the Company for Good Reason within twenty-four (24) months of a
            Change in Control.

            (ii) Nothing contained herein shall be deemed to constitute a
      guarantee of employment or limit the Company's right to terminate Employee
      prior to a Change in Control or for Cause following a Change in Control.
      Employee's rights upon termination of employment prior to a Change in
      Control or after the expiration of the term of this Agreement or after the
      expiration of the prescribed periods following a Change in Control set
      forth in Section 3(i) shall be governed by the standard employment
      termination policy applicable to Employee in effect at the time of
      termination.

      4. Benefits Upon Termination Under Section 3(i).

      Upon the termination of Employee pursuant to Section 3(i) hereof, Employee
shall be entitled to receive the benefits specified in this Section 4. The
amounts due to Employee under this Section 4 shall be paid to Employee not later
than Employee's last day of employment. All payments to Employee pursuant to
this Section 4 shall be subject to any applicable payroll or other taxes
required by law to be withheld.

            (i) The Company shall pay to Employee (a) the full base salary
      earned by him and unpaid through the effective date of Employee's
      termination, at the rate in effect at the time notice of termination
      (voluntary or involuntary) was given, plus (b) an amount representing
      credit for any vacation earned by him in the current calendar year, but
      not taken.

            (ii) In lieu of any further base salary payments to Employee for
      periods subsequent to the date that the termination of Employee's
      employment becomes effective, the Company shall pay as severance pay to
      Employee a lump sum amount in cash equal to (i) the product of twenty-four
      multiplied by Employee's monthly base salary at the highest rate in effect
      during the twenty-four months immediately preceding the effective date of
      Employee's termination plus (ii) an amount equal to two times the amount
      of the most recent annual bonus and commission received by Employee.

            (iii) All options to purchase the Company's Common Stock and all
      other incentive awards granted to Employee under the Company's stock
      option or incentive compensation plans adopted by the Company (each, a
      "Plan" and, together, the "Plans") shall become immediately exercisable or
      vested, as the case may be; provided, however, such options or awards
      shall be exercisable or payable, as the case may be, only in a


                                      -4-

      manner consistent with the terms of the Plans and related stock option or
      other agreements, as applicable and as in effect upon the date of
      termination.

            (iv) For the twenty-four (24) month period immediately following the
      date of termination, the Company shall arrange to provide Employee with,
      and shall pay for, life, disability, accident and health insurance
      coverage benefits substantially similar to those the Employee was
      receiving under the Company's health and welfare benefit plans as in
      effect immediately prior to the date of the Change in Control. Benefits
      otherwise due to Employee pursuant to this clause (iv) shall be reduced to
      the extent comparable benefits are actually received from another source
      during the twenty-four (24) month period following the date of
      termination.

            (v) In addition to all other amounts payable to Employee under this
      Section 4, Employee shall be entitled to receive all benefits payable or
      distributable to Employee under any Company pension plan and any other
      plan or agreement relating to retirement benefits in accordance with the
      policies in respect thereof in effect as of the date of the Change in
      Control.

            (vi) The Company shall pay to Employee all legal fees and expenses
      incurred by Employee in seeking to obtain or enforce any right or benefit
      provided to Employee by this Agreement.

            (vii) The Company shall pay directly all fees and expenses of an
      outplacement service provider for outplacement services to Employee for a
      period of one year following the date of termination.

      Notwithstanding anything contained in this Agreement to the contrary, the
maximum amount to be paid by Company to Employee pursuant to the terms of this
Agreement and this Section 4 shall be limited to an amount which does not
constitute an "excess parachute payment" within the meaning of Section 2806 of
the Internal Revenue Code of 1954, as amended, or any successor provision or
regulations promulgated thereunder.

      Employee shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise. Other
then as provided in Section 4(iv), the amount of any payment or benefit provided
in this Section 4 shall not be reduced by any compensation earned by Employee as
a result of any employment by another employer.

      5. Successors; and Binding Agreement.

            (i) The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise), to all or
      substantially all of the business and/or assets of the Company, by written
      agreement in form and substance satisfactory to Employee, expressly to
      assume and agree to perform the Company's obligations under this Agreement
      arising out of any such succession in the same manner and to the same
      extent that the Company would be required to perform this Agreement.
      Failure of the


                                      -5-

      Company to obtain such agreement prior to the effectiveness of any such
      succession shall be a breach of this Agreement and shall entitle Employee
      to compensation from the Company in the same amount and on the same terms
      as Employee would be entitled hereunder if Employee terminated his
      employment after a Change in Control for Good Reason, except that for
      purposes of implementing the foregoing, the date on which any such
      succession becomes effective shall be deemed the date of termination. As
      used in this Agreement, "Company" shall mean the Company as hereinbefore
      defined and any successor to its business and/or assets as aforesaid which
      executes and delivers the agreement provided for in this Section 5(i) or
      which otherwise becomes bound by all the terms and provisions of this
      Agreement by operation of law.

            (ii) This Agreement is personal to Employee and Employee may not
      assign or transfer any part of his rights or duties hereunder, or any
      compensation due to him hereunder, to any other person. Notwithstanding
      the foregoing, this Agreement shall inure to the benefit of and be
      enforceable by Employee's personal or legal representatives, executors,
      administrators, heirs, distributees, devisees and legatees.

      6. Modification; Waiver.

      No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in a writing signed
by Employee and such officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of any condition or provision shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

      7. Notice.

      All notices, requests, demands and all other communications required or
permitted by either party to the other party by this Agreement (including,
without limitation, any notice of termination of employment) shall be in writing
and shall be deemed to have been duly given when delivered personally or mailed
by regular, certified or registered mail, return receipt requested, at the
address of the other party, as follows:

               If to the Company, to:

               Lifecore Biomedical, Inc.
               Attn:  Chief Executive Officer
               3515 Lyman Blvd.
               Chaska, MN  55318

               If to Employee, to:

               Dennis J. Allingham
               18759 Farmstead Circle
               Eden Prairie, MN  55347





                                      -6-

      8. Severability.

      If any term or provision of this Agreement or the application hereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.

      9. Headings.

      The headings in this Agreement are inserted for convenience or reference
only and shall not be a part of or control or affect the meaning of this
Agreement.

      10. Counterparts.

      This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      11. Governing Law.

      This Agreement has been executed and delivered in the State of Minnesota
and shall in all respects be governed by, and construed and enforced in
accordance with, the laws of the State of Minnesota, including all matters of
construction, validity and performance, but without giving effect to the choice
of law provisions thereof.

      12. Entire Agreement.

      This Agreement supersedes any and all other oral or written agreements or
policies made relating to the subject matter hereof; provided that, this
Agreement shall not supersede or limit in any way Employee's rights under any
benefit plan, program or arrangements in accordance with their terms.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement all as
of the date set forth in the first paragraph.


                                        LIFECORE BIOMEDICAL, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                        Title:


                                        EMPLOYEE


                                        ----------------------------------------
                                        Dennis J. Allingham



                                      -7-

EX-10.5

                                                                    EXHIBIT 10.5

                  NONCOMPETITION AND NONSOLICITATION AGREEMENT

      This Noncompetition and Nonsolicitation Agreement ("Agreement") is made
effective as of ___________, ____, by and between ____________________
("Executive"), an individual resident of the State of Minnesota, and Lifecore
Biomedical, Inc., ("Lifecore"), a corporation organized under the laws of the
State of Minnesota.

      WHEREAS, Executive is employed as an executive officer of Lifecore; and

      WHEREAS, Lifecore wishes to enter into this noncompetition and
nonsolicitation agreement with Executive in order to protect its business; and

      WHEREAS, in consideration for entering into this Agreement, Lifecore has
agreed to grant to Executive, contingent upon Executive agreeing to the
covenants and restrictions contained herein, options to purchase shares of
common stock of Lifecore, which options shall be fully vested and exercisable on
the date of grant, and shares of restricted stock of Lifecore.

      NOW THEREFORE, in consideration of the foregoing and the mutual
obligations incurred and benefits obtained hereunder, the sufficiency of which
is admitted, Lifecore and Executive agree as follows:

1. Restrictive Covenants. Executive agrees that, due to Executive's employment
with Lifecore, Executive has and will have access to Lifecore's trade secrets
and confidential information, including but not limited to: Lifecore's current
and proposed plans and strategies in sales, marketing, target customers, product
development and pricing; customer-specific information generated and compiled by
Lifecore; Lifecore's national customer management database (MarketForce) which
contains an exhaustive compilation of information regarding Lifecore's customers
and potential customers nationwide; and Lifecore's financial information.
Executive acknowledges that these trade secrets and confidential information are
valuable to Lifecore and, accordingly, agrees to the following provisions:

      1.1 Covenant Not To Compete. During Executive's employment by Lifecore,
and for a period of 24 consecutive months from the date of termination of such
employment for whatever reason (whether occasioned by Executive or Lifecore),
Executive will not, directly or indirectly, in any manner (e.g., as an
executive, agent, consultant, partner, member, manager, officer, director,
shareholder, or otherwise), render services, advice or assistance to any
division, group or part of any corporation, person, organization or other entity
which engages in the marketing, selling, production, design or development of
any product, good, service or procedure which is or may be used as an
alternative to, or which is or may be sold in competition with any product,
good, service or procedure marketed, sold, produced, designed or developed by
Lifecore (including products, goods, services, or procedures currently being
researched or under development by Lifecore) (the "Competitive Business"), in
any geographic location, domestic or foreign, in which Executive performed
services or had responsibility on behalf of Lifecore. It is understood that
Executive may render services, advice or assistance to any separate division,
group or part of any corporation, person, organization or other entity which is
not engaged in a

Competitive Business regardless of whether another separate division, group or
part of such corporation, person, organization or other entity is engaged in a
Competitive Business.

      1.2 Covenant Not To Solicit Business and Customers. During Executive's
employment by Lifecore, and for a period of 24 consecutive months from the date
of termination of such employment for whatever reason (whether occasioned by
Executive or Lifecore), Executive shall not, directly or indirectly, divert,
solicit, or accept business from any client or prospective client of Lifecore
that was solicited or serviced by Lifecore or that Executive supervised,
directly or indirectly, in whole or in part, the solicitation or services
activities related to such clients or prospects or about whom Executive received
or had access to confidential information. Executive shall not, directly or
indirectly, in any way interfere, or attempt to interfere, with Lifecore's
relationships with any of its actual or potential vendors or suppliers.

      1.3 Covenant Not To Solicit For Employment. During Executive's employment
by Lifecore, and for a period of 24 consecutive months from the date of
termination of such employment for whatever reason (whether occasioned by
Executive or Lifecore), Executive shall not, directly or indirectly, induce,
solicit, endeavor to entice or attempt to induce any other officer, employee
consultant or independent contractor of Lifecore to leave the employ of
Lifecore, or to work for, render services or provide advice to, or supply
confidential information of Lifecore to, any third person or entity, or to in
any way adversely interfere with the relationship between any such officer,
consultant or independent contractor and Lifecore.

      1.4 Notification of Employment. If at any time covered by the covenants
contained in this Section 1, Executive accepts new employment or becomes
affiliated with a third party, Executive shall immediately notify Lifecore of
the identity and business of the new employer or affiliation. Without limiting
the foregoing, Executive's obligation to give notice under this Section 1.4
shall apply to any business ventures in which Executive proposes to engage, even
if not with a third-party employer (such as, without limitation, a joint
venture, partnership or sole proprietorship). Executive hereby consents to
Lifecore notifying any such new employer or business venture of the terms of the
covenants in this Section 1.

2. Miscellaneous.

      2.1 Governing Law and Venue Selection. This Agreement is made under and
shall be governed by and construed in accordance with the laws of the State of
Minnesota, without regard to its conflicts of laws principles or those of any
other State.

      2.2 Entire Agreement. This Agreement (including other agreements
specifically mentioned in this Agreement except as terminated herein) contains
the entire agreement of the parties relating to the subject matter hereof and
supersedes, terminates and replaces all prior promises, contracts, agreements
and understandings of any kind, whether express or implied, oral or written,
with respect to such subject matter (including, but not limited to, any promise,
contract or understanding, whether express or implied, oral or written, by and
between Lifecore and Executive), and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein.


                                       2

      2.3 Amendments. No amendment or modification of this Agreement shall be
deemed effective unless made in writing and signed by Executive and Lifecore.

      2.4 No Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel to enforce any provisions of
this Agreement, except by a statement in writing signed by the party against
whom enforcement of the waiver or estoppel is sought. Any written waiver shall
not be deemed a continuing waiver unless specifically stated, shall operate only
as to the specific term or condition waived, and shall not constitute a waiver
of such term or condition for the future or as to any act other than as
specifically set forth in the waiver.

      2.5 Assignment. This Agreement shall not be assignable, in whole or in
part, by any party without the written consent of the other party, except that
Lifecore may, without the consent of Executive, assign its rights and
obligations under this Agreement to any Lifecore affiliate or to any
corporation, firm or other business entity with or into which Lifecore may merge
or consolidate, or to which Lifecore may sell or transfer all or substantially
all of its assets or all or substantially all of the assets of either of
Lifecore's primary business units, or of which 50% or more of the equity
investment and of the voting control is owned, directly or indirectly, by, or is
under common ownership with, Lifecore.

      2.6 Injunctive Relief. Executive acknowledges and agrees that any
violation of Section 1 hereof would be highly injurious to Lifecore, and that it
would be extremely difficult to compensate Lifecore fully for damages for any
such violation. Accordingly, Executive specifically agrees that Lifecore shall
be entitled to temporary and permanent injunctive relief to enforce the
provisions of Section 1 hereof, and that such relief may be granted without the
necessity of proving actual damages and without necessity of posting any bond.
This provision with respect to injunctive relief shall not, however, diminish
the right of Lifecore to claim and recover damages, or to seek and obtain any
other relief available to it at law or in equity, in addition to injunctive
relief.

      2.7 Arbitration. Any dispute arising out of or relating to this Agreement
or the alleged breach of it, or the making of this Agreement, including claims
of fraud in the inducement, shall be discussed between the disputing parties in
a good faith effort to arrive at a mutual settlement of any such controversy. If
such dispute cannot be resolved, such dispute shall be settled by binding
arbitration, except that Lifecore may elect to seek such temporary or
preliminary injunctive relief from an appropriate court pursuant to Section 2.6
as may be necessary to protect its interest prior to arbitration.

Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator shall be a retired state or federal
judge or an attorney who has practiced business or employment litigation for at
least 10 years. If the parties cannot agree on an arbitrator within 20 days,
either party may request that the chief judge of the district court for Hennepin
County, Minnesota, select an arbitrator. If the chief judge does not select an
arbitrator within 30 days of such request, either party may request that the
American Arbitration Association (AAA) designate a panel of five proposed
arbitrators meeting the criteria set forth in


                                       3

this Section, and the parties shall alternate striking members of the panel,
with Executive having the first strike, until an arbitrator is thereby selected.
Arbitration will be conducted pursuant to the provisions of this Agreement, and
the applicable arbitration rules of the AAA, unless such rules are inconsistent
with the provisions of this Agreement, but, unless an arbitrator is selected
through the AAA, without submission of the dispute to the AAA. Each party shall
be permitted reasonable discovery, including the production of relevant
documents by the other party, exchange of witness lists, and a limited number of
depositions, including depositions of any experts who will testify at the
arbitration. The summary judgment procedure applicable in Hennepin County,
Minnesota, District Court shall be available and apply to any arbitration
conducted pursuant to this Agreement. The arbitrator shall have the authority to
award to the prevailing party any remedy or relief that a court of the State of
Minnesota could order or grant, including costs and attorneys' fees. Unless
otherwise agreed by the parties, the place of any arbitration proceedings shall
be Minneapolis, Minnesota.

      2.8 Severability. To the extent any provision of this Agreement shall be
determined to be invalid or unenforceable in any jurisdiction, such provision
shall be deemed to be deleted from this Agreement as to that jurisdiction only,
and the validity and enforceability of the remainder of such provision and of
this Agreement shall be unaffected. In furtherance of and not in limitation of
the foregoing, Executive expressly agrees that should the duration of,
geographical extent of, or business activities covered by, any provision of this
Agreement be in excess of that which is valid or enforceable under applicable
law in a given jurisdiction, then such provision, as to such jurisdiction only,
shall be construed to cover only that duration, extent or activities that may
validly or enforceably be covered. Executive acknowledges the uncertainty of the
law in this respect and expressly stipulates that this Agreement shall be
construed in a manner that renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law
in each applicable jurisdiction.


                                       4

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in the first paragraph.

                                        LIFECORE BIOMEDICAL, INC.


                                        By
                                           -------------------------------------
                                        Name:
                                        Title:

                                        EXECUTIVE

                                        ----------------------------------------
                                        Name:
                                        Title:

                                       5

EX-31.1

                                                                    EXHIBIT 31.1

            CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Dennis J. Allingham, certify that:


1.       I have reviewed this quarterly report on Form 10-Q of Lifecore
         Biomedical, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         -        designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         -        evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         -        disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrants most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         -        all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         -        any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Dated: November 9, 2004          /s/ Dennis J. Allingham
                                 -----------------------------------------
                                 President, Chief Executive Officer, Secretary
                                 and Director
                                 (principal executive officer)

EX-31.2

                                                                    EXHIBIT 31.2

            CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, David M. Noel, certify that:


1.       I have reviewed this quarterly report on Form 10-Q of Lifecore
         Biomedical, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         -        designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         -        evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         -        disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrants most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         -        all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         -        any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Dated: November 9, 2004           /s/ David M. Noel
                                  -----------------------------------
                                  David M. Noel
                                  Vice President of Finance and
                                  Chief Financial Officer
                                  (principal financial and accounting officer)

EX-32.1

                                                                    EXHIBIT 32.1

              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2004, as filed with
the Securities and Exchange Commission (the "Report"), I, Dennis J. Allingham,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and result of operations of
         the Company.

By: /s/ Dennis J. Allingham
- ----------------------------
Dennis J. Allingham
President, Chief Executive Officer, Secretary and Director
(principal executive officer)

November 9, 2004

EX-32.2

                                                                    EXHIBIT 32.2

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lifecore Biomedical, Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2004, as filed with
the Securities and Exchange Commission (the "Report"), I, David M. Noel, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and result of operations of
         the Company.

By:   /s/ David M. Noel
- ------------------------
David M. Noel
Vice President of Finance and Chief Financial Officer
(principal financial and accounting officer)


November 9, 2004