EXHIBIT 10.8


                         AMERICAN PROPERTY MANAGEMENT
                    2154 N.E. BROADWAY PORTLAND, OREGON 97232
             MAILING ADDRESS: P.O. BOX 12127, PORTLAND, OREGON 97212
                     PHONE (503) 284-2147 FAX (503) 287-1587


                            THIRD AMENDMENT TO LEASE
                                 LEASE EXTENSION

                                 AUGUST 1, 2000

AMERICAN PROPERTY MANAGEMENT Account #C-02-296-8923-02

It is mutually  agreed that the original Lease dated October 29, 1996, The First
Amendment  dated December 9, 1997 and The Lease  Extension  dated  September 11,
1998,  collectively the "LEASE",  between AMERICAN PROPERTY  MANAGEMENT CORP. as
agent  for  and  on  behalf  of  WESTON  HOLDING  CO.  L.L.C.,  ("LESSOR"),  and
GARDENBURGER, INC. an Oregon corporation ("LESSEE"), for Suite #400 ("Premises")
in the Morrison Plaza Office Building  ("Building") at 1411 SW Morrison  Street,
in  Portland,  Oregon,  consisting  of  approximately  18,850  square feet (this
measurement includes a load factor for the building of 0%) is hereby modified as
follows:

ARTICLE  1 Page One of the  LEASE  shall be  amended  with the  addition  of the
following:

The LEASE  term shall be  extended  for a period of two (2)  year(s)  commencing
January 1, 2001 and terminating December 31, 2002 ("Extension Term").


ARTICLE  2 Page One of the  LEASE  shall be  amended  with the  addition  of the
following:

Commencing  January 1, 2001 the initial Base Rental for the Extension Term shall
be  determined by increasing  the  preceding  Base Rent of $21,842.44  per month
based upon the  increase  between the  consumer  price  index for the U.S.  city
average (all urban consumer)  October 1999 which was 168.2 and the same consumer
price index as of October 2000.


ARTICLE 3 Section 4.1 of the original  Lease,  "Lease  Consideration",  shall be
amended with the addition of the following:

The LESSEE shall submit with this signed Third Amendment to Lease, an additional
Lease  Consideration  Deposit of  ($1,814.73)  which shall be held by the LESSOR
together  with the Lease  Consideration  Deposit  currently  deposited  with the
LESSOR  under the  original  Lease  ($22,266.56).  The new  Lease  Consideration
Deposit equal to the estimated last month base rent  ($24,081.29)  shall be held
by the Lessor in accordance with the provisions of the original  Lease,  Section
4.1.

                                  Page 1 OF 7
<PAGE>

ARTICLE 4 Section 38.1 and 38.2 of the original Lease,  "Rental  Adjustment" and
"Rental Adjustment Dates" shall be replaced with the following:

The Base  Rental  will be  adjusted  January 1, 2002  based upon the  percentage
increase in the yearly  Consumer  Price Index for U.S.  City  average (all urban
consumer),  between October 2000 and the same Consumer Price Index as of October
2001. Such information will be secured from the U.S. Bureau of Labor Statistics.
Said increase shall be subject to a minimum annual  increase of 3% and a maximum
annual increase of 5%.


ARTICLE 5  Shower Facility

The privileges described in Article 7 of the Lease Extension dated September 11,
1998 shall be extended through December 31, 2002


ARTICLE 6 Section  42.1 of the  LEASE,  "Interior  Design &  Modification",  and
Section 43.1 of the LEASE, "Lessor Agreed Tenant Improvements", shall be amended
with the following:

See Exhibit "B-2" Space Plan and Exhibit "C-2" Interior Space Work Agreement.

If any provisions  contained in this Exhibit "C-2" Interior Space Work Agreement
are inconsistent with any other provisions  contained in this LEASE (ie: Exhibit
"B", "B-1" or "B-2" Space Plan) the  provisions  contained in this Exhibit "C-2"
Interior Space Work Agreement shall control.


ARTICLE 7 Section 44.1 of the original Lease, "Lessee Agreed Improvements" shall
be amended with the following:

1)   Subject to Section 10.1 of the original Lease, "Alterations",  and provided
     the  LESSOR  approves  plans  in  writing  and the work is  completed  by a
     licensed and bonded  contractor  under the proper  building permit from the
     City of Portland,  LESSEE may install one (1) unisex  shower with  changing
     area  adjacent to the women's  restroom at LESSEE's  sole cost and expense.
     Upon  written  approval of plans by LESSOR,  the plans shall be attached as
     Exhibit "D" and become part of the LEASE hereto.

2)   In  addition,   and  subject  to  Section  10.1  of  the  original   LEASE,
     "Alterations",  LESSEE  shall  have the right to  install an all glass door
     where indicated "(1)", on the attached Exhibit "B-2" Space Plan, subject
     to LESSOR  approving the final  schematic  drawing which includes  material
     specifications. LESSEE agrees to use a licensed and bonded contractor under
     proper  building  permit  from  the  City of  Portland.  After  the work is
     completed,  approved by LESSOR and LESSEE provides the LESSOR with invoice,
     the LESSOR shall pay for said work based on the actual amount paid,  not to
     exceed  $7,500.00,  in the form of a rental credit to be applied to January
     2001 rent only.

                                  Page 2 of 7

<PAGE>

ARTICLE 8  Termination

Only in the event LESSEE is acquired by another  organization  and LESSEE is not
in default, LESSEE will have a one-time right to terminate the LEASE on December
31, 2001 ("Early  Termination  Date") by  providing  LESSOR with at least ninety
(90) days written notice prior to Early  Termination  Date (on or before October
2,  2001),  accompanied  by a fee equal to three (3) months  rent  ("Termination
Fee") at the then current  monthly Base Rental amount.  The Termination Fee will
not be applied to Base  Rental and the  monthly  Base Rent will  continue to the
Early Termination Date of December 31, 2001.


ARTICLE 9 Section  49.1,  "Option  to Renew",  of the  original  Lease  shall be
deleted in its entirety and replaced with the following:

LESSEE  shall be entitled to one (1) option to renew the LEASE for a term of two
(2)  years  commencing  January  1,  2003  under  the  current  LEASE  terms and
conditions with the following exceptions;  1.) the Base Rent will be at the then
prevailing  market rate; and 2.) the LESSEE will not have the right to terminate
the LEASE during the renewal term; and 3.) there will not be a rent  concession;
and 4.) no tenant improvements will be performed unless mutually agreed upon.

(a)  LESSEE  shall have no right to  exercise  an  Option,  notwithstanding  any
provision  in the  grant of  Option  to the  contrary;  (i)  during  the  period
commencing  with the  giving of any  notice of Default  under  Section  17.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due LESSOR from LESSEE is unpaid  (without  regard to
whether notice  thereof is given to LESSEE),  or (iii) during the time LESSEE is
in Breach of this  LEASE,  or (iv) in the event the  LESSOR  has given to LESSEE
three (3) or more  notices of  separate  Defaults  during the twelve  (12) month
period  immediately  preceding  the  exercise of the Option,  whether or not the
defaults are cured.

(b) The Option granted to LESSEE in the LEASE is personal to the original LESSEE
named on Page 1 hereof and cannot be  voluntarily or  involuntarily  assigned or
exercised  by any person or entity  other than said  original  LESSEE  while the
original LESSEE is in full and actual possession of the Premises and without the
intention of thereafter  assigning or  subletting.  The Option herein granted to
LESSEE  is not  assignable,  either as a part of an  assignment  of the LEASE or
separately or apart therefrom,  and no Option may be separated from the LEASE in
any manner, by reservation or otherwise.  However,  if this LEASE is assigned to
an acquiring  company the Option shall remain in full force and effect,  pending
the provisions of paragraph (a) above.

ARTICLE 10

In addition to the rent credit  described  in Article 7, the LESSOR will provide
the LESSEE a rent concession valued at $5,000.00, which shall also be applied as
a rental credit to January 2001 rent only.

                                  Page 3 of 7
<PAGE>

ARTICLE 11

The signing of this Third Amendment to Lease by the parties hereto constitutes a
Lease between them  incorporating  all of the terms and conditions  contained in
the LEASE heretofore made between LESSEE and LESSOR, or LESSOR'S  predecessor in
interest,  except as modified by the terms of this Third  Amendment to Lease. If
any provisions  contained in this Third Amendment to Lease are inconsistent with
any other  provisions of the LEASE,  the  provisions in this Third  Amendment to
Lease shall control, unless otherwise provided in this Third Amendment to Lease.
This Third  Amendment  to Lease is to be attached  to the LEASE,  which is to be
deemed a part of it. This Third  Amendment  to Lease shall not be binding at the
sole option of the LESSOR if, as of the commencement  date of the extension term
herein,  the LESSEE is in default under any of the provisions of the LEASE above
described.

ARTICLE 12

This  offer to extend  LESSEE'S  LEASE  shall  expire at the sole  option of the
LESSOR if this  Third  Amendment  to Lease is not signed  and  delivered  to the
LESSOR with no changes and accompanied by appropriate  pre-paid monies by August
7, 2000 at 12 p.m.

IN WITNESS  WHEREOF,  the  respective  parties have executed this  instrument in
duplicate on this, the day, the month,  and the year  hereinbelow  written,  its
corporate signature by authority of its Board of Directors.


LESSOR:                                      LESSEE:
AMERICAN PROPERTY MANAGEMENT CORP.           GARDENBURGER, INC.
as agent for and on behalf of                an Oregon corporation
WESTON HOLDING CO. L.L.C.,

X/s/ Douglas D. Lindholm                     By: /s/ Peter W. Shipp
 -----------------------------------            -------------------
 Douglas D. Lindholm                         Name:  Peter W. Shipp
 Vice President of Commercial Property       Title:  Sr. VP/CAO

DATE:  August 9, 2000                        DATE:  August 2, 2000



                                  Page 4 of 7

<PAGE>

                            EXHIBIT "B-2" SPACE PLAN
                    GARDENBURGER, INC., an Oregon corporation
                          1411 SW Morrison, Suite #400
                             Portland, Oregon 97205
                           Account # C-02-296-8923-02





                             [Map of Office Space]












Any changes to this Exhibit  "B-2" Space Plan are subject to LESSOR's  approval.
Any changes to this plan shall be at LESSEE's  sole cost and expense,  shall not
delay lease commencement, and may delay LESSEE's occupancy.


                                  Page 5 of 7
<PAGE>



                   EXHIBIT "C-2" INTERIOR SPACE WORK AGREEMENT

                LESSEE: GARDENBURGER, INC., an Oregon corporation
           ACCOUNT #:C-02-296-8923-02 BUILDING/SUITE #: Morrison/#400
<TABLE>
<CAPTION>
                                ACCEPTED                       AGREED                        LESSOR               LESSEE
ITEM                              AS-IS                     IMPROVEMENTS                     EXPENSE              EXPENSE
----                              -----                     ------------                     -------              -------
<S>                               <C>                       <C>                              <C>                  <C>
PAINTING:                          X                            None                          _____                _____
                                 ------                       ---------
(Building Standard Color)

FLOORCOVERING:                      X                           None                          _____                _____
                                   ---                        ---------
(Building Standard Carpet
Color/Cove Base Color)

VINYL FLOORCOVERING:                X                           None                          _____                _____
                                   ---                        --------
(Building Standard Vinyl)

LIGHTING:                           X                          None                           _____                _____
                                   ---                        ---------
(Building Standard Fixtures)

ELECTRICAL:                         X                           None                          _____                _____
                                   ---                        ---------
(Building Standard 110 Volt)

CEILING:                            X                          None                           _____                _____
                                   ---                        ---------
(Building Standard Acoustical Tile)

PARTITIONS:                         X                          None                           _____                _____
                                   ---                         ------
(Building Standard Sheetrock)

DOORS/FRAMES                       X                            None                          _____                _____
                                 -----                          ----
(Building Standard Quality)

LOCKS/HARDWARE                      X                           None                          _____                _____
                                   ---                          ----
(Building Standard Quality)

RELIGHTS:                          X                            None                          _____                _____
                                 ------                         ----
(Building Standard Interior)

WINDOWCOVERING:                    X                           None                           _____                _____
                                 ------                      ----------
(Building Standard Exterior)

TELEPHONE:                         X                            None                          _____                _____
                                 ------                       ---------
(Building Standard Mud Rings)

PLUMBING:                           X                           None                          _____                _____
                                  ------                      ---------
</TABLE>

If LESSEE is modifying  their existing space layout,  or expanding  their leased
premises,  it is understood and agreed that all Lessor Agreed Tenant Improvement
work may be performed  during normal business hours and will not be deemed as an
interruption of LESSEE'S  business and that AMERICAN  PROPERTY  MANAGEMENT CORP.
assumes no liability for damage to any existing hidden electrical located in the
walls,  ceiling  and/or floors (i.e.,  electrical  for phones,  fax,  computers,
office  equipment,  etc.) that is not indicated on this agreement and brought to
the attention of AMERICAN PROPERTY  MANAGEMENT CORP. prior to the office remodel
or is not equipped with an appropriate power surge protection device.

                                  Page 6 of 7
<PAGE>


                                   EXHIBIT "D"
                           LESSEE AGREED IMPROVEMENTS
                    GARDENBURGER, INC., an Oregon corporation
                          1411 SW Morrison, Suite #400
                             Portland, Oregon 97205
                           Account # C-02-296-8923-02








                   [TO BE ATTACHED IF LESSEE INSTALLS A SHOWER]

                                 (SEE ARTICLE 7)




                                  Page 7 of 7