EXHIBIT 10.14
                              LANDEC CORPORATION
                             CONSULTING AGREEMENT

Richard Dulude
507 Welch Road
Corning, NY 14830

Dear Dick:

      1.   Landec Corporation, a California corporation, (the "Company") wishes 
to obtain your services as a consultant beginning May 1, 1996 on projects agreed
by you and the Company in writing. This letter will constitute an agreement 
between you and the Company and contains all the terms and conditions relating 
to the services you are to provide.

      2.   During this agreement you will make yourself available to provide up 
to three (3) full days of consulting services to the Company per year, which may
be increased upon our mutual consent.

      3.   You will provide Landec with the following services:  (i) advising 
the Company regarding potential U.S. commercial activities for the Company's 
industrial products, (ii) advising the Company regarding its European partner 
strategy and (iii) other areas by mutual agreement.

      4.   As consideration for your services and other obligations, you will 
receive in cash $30,000 per year to be paid at the end of the earlier of the 
second year or the termination of this agreement.  As additional consideration, 
you will be granted a nonstatutory stock option to purchase 4,000 shares of the 
Company's Common Stock at fair market value on the date of grant, which will 
vest at the rate of 1/24th of the shares per month. Vesting of the option will 
continue until this agreement is terminated. The stock option will be subject to
a right of first refusal of the Company with respect to transfers of the 
underlying Common Stock and will have a term of ten years. The stock option will
be in the form of the Company's standard option agreement which will be signed 
by you and the Company.

      5.   The term of this agreement shall be two (2) years. However, either 
party may terminate this agreement at any time for any reason upon thirty (30) 
days written notice. At the end of such two year period, the parties will 
discuss extending the term of this agreement.

      6.   You will be reimbursed for reasonable travel and other out-of-pocket 
expenses incurred by you at the request of the Company in connection with your 
services under this agreement, provided that you provide the Company with 
receipts for such expenses.

      7.   Your relationship with the Company will be that of an independent 
contractor and not that of an employee. You will not be eligible for any 
employee benefits, nor will the Company make deductions from payments made to 
you for taxes, which will be your responsibility. You will have no authority to 
enter into contracts which bind the Company or create obligations on the part of
the Company without the express prior authorization of the Company.

      8.   You will keep in confidence and will not disclose or make available 
to third parties or make any use of any information or documents relating to our
services under this agreement or to the products, methods of manufacture, trade 
secrets, processes, business or affairs or confidential or proprietary 
information of the Company (other than information in the public domain through 
no fault of your own), except with the prior written consent of the Company or 
to the extent necessary in performing tasks assigned to you by the Company. Upon
termination of this agreement you will return to Company all documents, and 
other materials related to the services provided hereunder or furnished to you 
by the Company. Your obligations under this Paragraph 8 will terminate five (5) 
years after termination of this agreement.

      9.   Any amendment to this agreement must be in writing signed by you and 
the Company.

      10.  All notices, requests and other communications called for by this 
agreement will be deemed to have been given if made in writing and mailed, 
postage prepaid, if to you at the address set forth above and if to the Company 
at 3603 Haven Avenue, Menlo Park, California 94025, or to such other addresses 
as either party specifies to the other.

      11.  The validity, performance and construction of this agreement will be 
governed by the laws of the State of California.

      12.  Your obligations under paragraph 8 will survive termination of this 
agreement. This agreement supersedes any prior consulting or other agreements 
between you and the Company with respect to the subject matter hereof.

      If this agreement is satisfactory, you should execute and return the 
original and one copy to us, retaining the third copy for your file.

Dated as of: May 1, 1996
                                 Very truly yours,
                                 /s/ Gary T. Steele
                                 Gary T. Steele
                                 CEO and President

AGREED AND ACCEPTED:

/s/ Richard Dulude
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Richard Dulude