


                                  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
your 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.
<PAGE>

         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
--------------------
Richard Dulude



