EXHIBIT 10.3


                     PURCHASE AND SALE AGREEMENT AND RECEIPT
                                FOR EARNEST MONEY

                                                         Dated:  October 5, 2000

SELLER:  Gardenburger, Inc.

BUYER:   John M. Hopkins


         Buyer  agrees to buy and Seller agrees to sell, on the following terms,
the real property and all improvements  thereon (the "Property") located at 1005
S.E.  Washington  Street in the City of Portland,  County of Multnomah,  Oregon,
legally described as set forth on Exhibit A hereto and shown on the map attached
hereto as Exhibit B.

          1.  PURCHASE   PRICE.   The  total   purchase  price  is  Six  Hundred
Eighty-Seven  Thousand Five Hundred and No/100 dollars ($687,500) (the "Purchase
Price") payable as follows: CASH AT CLOSING.

          2. EARNEST MONEY  RECEIPT.  Upon  execution of this  Agreement,  Buyer
shall pay $50,000 as earnest money (the "Earnest Money") in the form of /_/ cash
or /X/ check or /_/  promissory  note. The Earnest Money shall be deposited with
First American Title  Insurance  Company of Oregon (the "Title  Company") at the
following branch: 200 S.W. Market Street, Suite 250, Portland, Oregon 97201. The
Earnest  Money  shall be applied to the  payment of the  purchase  price for the
Property  at  closing.  Any  interest  earned  on the  Earnest  Money  shall  be
considered to be part of the Earnest Money.  The Earnest Money shall be returned
to Buyer in the event any  condition  to  Buyer's  obligation  to  purchase  the
Property shall fail to be satisfied or waived through no fault of Buyer.

          3. CONDITIONS TO PURCHASE AND SALE. Buyer's obligation to purchase the
Property is  conditioned  on the  following:  |X| none. In addition to the other
conditions  set  forth  in  the  Agreement,   Seller's  obligations  under  this
Agreement,  including  without  limitation  the  obligation  to deliver the deed
described in Paragraph 8 of this Agreement,  are subject to satisfaction,  by no
later than the Closing Date, of each of the following conditions:

                           (a)      Buyer's  delivery to the Title  Company,  on
         or before the Closing Date, of the Purchase Price and any amount due to
         Seller for the prorations described in Paragraph 9 of this Agreement;

                           (b)  Buyer  having  complied  with,  fulfilled,   and
         performed in all material respects each covenant, term, condition to be
         complied with,  fulfilled,  or performed by him under this Agreement on
         or before the Closing Date;

                           (c)   Seller's   obtaining   the   consent   to  this
         transaction from Banc of America Commercial Finance  Corporation and/or
         Wells Fargo Bank and any other lender, preferred shareholder,  or other
         entity whose consent  Gardenburger  reasonably believes is required for
         this transaction;


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                           (d)  Seller's Board  of Directors  consenting  to and
         approving of this transaction;

                           (e) Seller's  obtaining  and  recording a fulfillment
         deed or other  appropriate  instrument  to reflect the full payment and
         satisfaction  of that  certain real estate  contract  dated on or about
         September  1, 1992,  between  Susanne L.  Lewis,  Trustee of the Family
         Trust as  established  in the Last Will and  Testament  of  Stanley  B.
         Lewis,  as seller  ("Vendor"),  and Wholesome & Hearty Foods,  Inc., as
         purchaser,  a memorandum  of which was recorded  September 10, 1992, in
         Book 2586,  at page 1314, in the Records of Multnomah  County,  Oregon,
         and a release of all of Vendor's right,  title,  and interest in and to
         the Property; and

                           (f) Seller's  obtaining and recording an  appropriate
         instrument effecting the release of BA Leasing & Capital  Corporation's
         interest  in the  Property  as  reflected  by that  certain  Consent to
         Removal of Personal  Property  dated  December 23,  1997,  and recorded
         March 9, 1998, as Fee No. 98036280, in the Records of Multnomah County,
         Oregon.

If any of the  above-described  conditions are not satisfied or waived by Seller
on or before the Closing Date, Seller may terminate the Agreement, in which case
the Agreement will terminate,  the Earnest Money will be refunded to Buyer,  and
Seller shall have no further liability to Buyer.

          4. PROPERTY  INSPECTION.  Seller shall permit Buyer and its agents, at
Buyer's sole expense and risk, to enter the Property,  at reasonable times after
reasonable prior notice to Seller,  to conduct  inspections,  tests, and surveys
concerning  the  structural  condition  of  the  improvements,  all  mechanical,
electrical, and plumbing systems,  hazardous materials, pest infestation,  soils
conditions,  wetlands,  American with  Disabilities  Act  compliance,  and other
matters  affecting  the  suitability  of the Property  for Buyer's  intended use
and/or otherwise reasonably related to the purchase of the Property. Buyer shall
indemnify,  hold  harmless,  and defend  Seller  from all  claims,  liabilities,
losses,  liens, costs, and expenses,  including  reasonable  attorneys' fees and
experts'  fees,  arising from or relating to Buyer's entry on and  inspection of
the Property.  This  agreement to indemnify,  hold  harmless,  and defend Seller
shall survive the closing or any termination of this Agreement.

          5. SELLER'S  DOCUMENTS.  On or before the Closing  Date,  Seller shall
deliver to Buyer, at Buyer's address shown below, legible and complete copies of
documents and other items relating to the ownership,  operation, and maintenance
of the Property, to the extent (a) such documents are now in existence, (b) such
items are within  Seller's  possession  or  control,  and (c) such items are not
considered by Seller to be confidential, privileged, or proprietary.

          6. TITLE INSURANCE.  Within two days after the Execution Date,  Seller
shall  deliver to Buyer a  preliminary  title report from the Title Company (the
"Preliminary  Commitment"),  together  with  complete and legible  copies of all
documents  shown therein as exceptions to title,  showing the status of Seller's
title to the  Property.  Buyer shall have one day after receipt of a copy of the
Preliminary  Commitment  within which to give notice in writing to Seller of any
objections to such title or to any liens or encumbrances affecting the Property.
Within one day after the date of such notice from Buyer, Seller shall give Buyer


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written  notice of  whether it is  willing  and able to remove  the  objected-to
exceptions.  Within one day after the date of such  notice  from  Seller,  Buyer
shall  elect  whether  to  purchase  the  Property  subject  to the  objected-to
exceptions  which  Seller is not  willing  or able to remove or  terminate  this
Agreement.  On or before the Closing Date (defined  below),  Seller shall remove
all  exceptions  to which Buyer  objects and which Seller is willing and able to
remove.  All remaining  exceptions set forth in the  Preliminary  Commitment and
agreed to by Buyer shall be "Permitted  Exceptions."  The title insurance policy
to be delivered by Seller to Buyer at closing shall contain no exceptions  other
than the Permitted Exceptions and the usual preprinted  exceptions in an owner's
standard form title insurance policy.

          7. DEFAULT;  REMEDIES.  If Buyer fails, through no fault of Seller, to
close the purchase of the Property on or before the Closing Date,  Seller's sole
remedy  shall be to retain the  Earnest  Money  paid by Buyer.  In the event the
conditions  to Seller's  obligation to close this  transaction  are satisfied or
waived by Seller and Seller fails,  through no fault of Buyer, to close the sale
of the Property, Buyer shall be entitled to pursue any remedies available at law
or in equity, including, without limitation, the remedy of specific performance.

          8. CLOSING OF SALE.  The sale shall be closed on or before October 17,
2000 (the "Closing  Date"),  in escrow at the Title  Company.  The sale shall be
"closed" when the document  conveying  title is recorded and funds are disbursed
to Seller. At closing, Buyer and Seller shall deposit with the Title Company all
documents and funds  required to close the  transaction  in accordance  with the
terms of this Agreement.  At closing,  Seller shall deliver a certification in a
form  approved  by Buyer that  Seller is not a "foreign  person" as such term is
defined in the Internal  Revenue Code and the Treasury  Regulations  promulgated
under  the  Internal  Revenue  Code.  If Seller  is a  foreign  person  and this
transaction is not otherwise exempt from FIRPTA  regulations,  the Title Company
shall be  instructed  by the parties to withhold and pay the amount  required by
law to the Internal Revenue Service. At closing,  Seller shall convey fee simple
title to the  Property  to Buyer  by  statutory  warranty  deed  subject  to the
Permitted  Exceptions.  At closing,  Seller shall pay for and deliver to Buyer a
standard  form owner's  policy of title  insurance in the amount of the Purchase
Price  insuring fee simple  title to the  Property in Buyer  subject only to the
Permitted  Exceptions and the standard preprinted  exceptions in a standard form
policy.

          9. CLOSING COSTS; PRORATES. Seller shall pay the premium for the title
insurance  policy  which  Seller is  required  to deliver  pursuant to the above
paragraph.  Seller and Buyer shall each pay  one-half of the escrow fees charged
by the Title  Company,  and  one-half of any excise tax or transfer  tax.  Buyer
shall pay all recording  fees. Real property taxes for the tax year in which the
transaction  is  closed,  rents on  existing  tenancies  paid  for the  month of
closing,  and utilities shall be prorated as of the Closing Date. Prepaid rents,
security  deposits,   and  other  unearned  refundable  deposits  regarding  the
tenancies shall be assigned and delivered to Buyer at closing. The Property does
not qualify for a special tax assessment or deferral program.

          10. POSSESSION. Buyer shall be entitled to exclusive possession of the
Property immediately after the closing.

          11. CONDITION OF PROPERTY. Seller represents that Seller has no actual
knowledge of any pending or threatened  notices of violation of any laws, codes,

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rules, or regulations  applicable to the Property  ("Laws").  Subject to Buyer's
indemnification  obligation set forth in Paragraph 4 of this Agreement,  risk of
loss or damage to the Property  shall be Seller's  until  closing and Buyer's at
and  after  closing.  No agent of  Seller  nor any  agent of Buyer  has made any
representations  regarding the Property. The real estate licensees named in this
Agreement have made no  representations  to any party regarding the condition of
the Property,  the  operations  on or income from the  Property,  or whether the
Property  or  the  use  thereof   complies   with  Laws.   Except  for  Seller's
representation  set forth in this Paragraph 11, Buyer shall acquire the Property
"AS  IS"  with  all  faults  and  Buyer  shall  rely on the  results  of his own
inspection  and  investigation  in Buyer's  acquisition  of the Property;  Buyer
acknowledges that his decision to purchase the Property is based solely and only
upon his own  judgment  and  determination.  It shall be a condition  of Buyer's
obligation  to close,  and of Seller's  right to retain the Earnest  Money as of
closing, that all of the Seller's  representations and warranties stated in this
Agreement  are  materially  true  and  correct  on the  Closing  Date.  Seller's
representations  and warranties  stated in this Agreement shall survive closing.
References to Seller's  "actual  knowledge" in this  Paragraph 11 shall mean the
actual knowledge of Peter W. Shipp.

          12.  PERSONAL  PROPERTY.  This sale  includes  the  personal  property
presently  located on the  Property  and owned by  Seller,  which  Seller  shall
itemize in a schedule.  Seller shall deliver to Buyer such schedule at least one
day prior to the Closing  Date.  Seller  represents  and warrants it is the true
owner of all personal property and equipment on the property excepting therefrom
a certain water heater or boiler on the exterior of the building which shall not
be included in this  transaction.  At or prior to closing,  Seller will  provide
Buyer with a bill of sale for the  personal  property  pursuant to which  Seller
will  transfer its interest in the personal  property to Buyer.  Seller will use
reasonable  efforts  to  obtain,  prior to  closing,  releases  of all  security
interests and other  encumbrances in or against the personal  property that will
be transferred to Buyer.

          13. AGENCY  DISCLOSURE.  The following agency  relationship(s) in this
transaction is (are) hereby consented to and acknowledged:

                           (a) The Stalick  Company is the agent of (check one):
         /X/ Buyer  exclusively as an agent of Buyer; /_/ Seller  exclusively as
         an  agent  of  Seller;  /_/  both  Seller  and  Buyer as set out in the
         in-company agreement.

                           (b)  Trammell Crow is the agent of (check one):
         /X/ Seller  exclusively as Seller's agent; /_/ both Seller and Buyer as
         set out in the in-company agreement.

Seller will pay a brokerage  commission  to Trammel  Crow in  accordance  with a
separate  agreement  between  Seller and  Trammell  Crow.  Seller  shall have no
further or separate  obligation  for payment of any  commissions  or fees to any
other broker or finder.  Buyer agrees to indemnify and hold Seller harmless from
and against any claims or  liability,  including  reasonable  attorney  fees, in
connection with a claim for commissions or fees asserted by any broker or finder
claiming by, through, or under Buyer.

          14.  NOTICES.  Unless  otherwise  specified,  any notice  required  or
permitted in, or related to, this  Agreement  must be in writing.  Any notice or

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payment will be deemed given when personally delivered or delivered by facsimile
transmission (with electronic confirmation of delivery), or will be deemed given
on the day following  delivery of the notice by reputable  overnight  courier or
through mailing in the U.S. mails,  postage prepaid,  by the applicable party to
the  address of the other party  shown in this  Agreement,  unless that day is a
Saturday,  Sunday, or legal holiday,  in which event it will be deemed delivered
on the next  following  business day. If the deadline  under this  Agreement for
delivery of a notice or payment is a Saturday,  Sunday,  or legal holiday,  such
last day will be deemed extended to the next following business day.

          15. ASSIGNMENT.  Buyer may assign his rights under this Agreement upon
giving  Seller prior written  notice of such  assignment,  and Buyer's  assignee
shall hold all rights of Buyer under this  Agreement  provided that the assignee
expressly assumes the obligations of Buyer under this Agreement and demonstrates
to  Seller's  reasonable  satisfaction  that it has  the  financial  ability  to
perform.  Notwithstanding the foregoing,  no such assignment shall relieve Buyer
from his  liability  under  this  Agreement,  including  but not  limited to his
liability under Paragraph 4 of this Agreement.

          16. ATTORNEY FEES. In the event a suit, action,  arbitration, or other
proceeding of any nature whatsoever, including without limitation any proceeding
under the U.S.  Bankruptcy  Code, is instituted,  or the services of an attorney
are retained,  to interpret or enforce any  provision of this  Agreement or with
respect to any dispute relating to this Agreement, the prevailing party shall be
entitled to recover from the losing party the reasonable  fees of the prevailing
party's attorneys,  paralegals,  accountants,  and other experts,  and all other
fees,  costs,  and  expenses  actually  incurred  and  reasonably  necessary  in
connection  therewith.  In the  event of  suit,  action,  arbitration,  or other
proceeding,  the amount  thereof shall be determined by the judge or arbitrator,
shall include fees and expenses  incurred on any appeal or review,  and shall be
in addition to all other a mounts provided by law.

          17.  STATUTORY  LAND USE  DISCLAIMER.  THE PROPERTY  DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT  PROTECTING  STRUCTURES.
THE  PROPERTY IS SUBJECT TO LAND USE LAWS AND  REGULATIONS,  WHICH,  IN FARM AND
FOREST ZONES, MAY NOT AUTHORIZE  CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH
LIMIT LAWSUITS  AGAINST FARMING OR FOREST  PRACTICES AS DEFINED IN ORS 30.930 IN
ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE
TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE  CITY OR COUNTY PLANNING
DEPARTMENT  TO VERIFY  APPROVED USES AND THE  EXISTENCE OF FIRE  PROTECTION  FOR
STRUCTURES.

          18.  MISCELLANEOUS.  Time is of the  essence  of this  Agreement.  The
facsimile  transmission of any signed document including this Agreement shall be
the same as delivery of an original.  At the request of either party,  the party
delivering  a document by  facsimile  will  confirm  facsimile  transmission  by
signing and  delivering a duplicate  original  document.  This  Agreement may be
executed in two or more counterparts, each of which shall constitute an original
and all of which together  shall  constitute  one and the same  Agreement.  This
Agreement  contains the entire  agreement and  understanding of the parties with
respect to the subject  matter of this  Agreement and  supersedes  all prior and
contemporaneous  agreements between them with respect thereto.  Without limiting
the  provisions  of  Paragraph 15 of this  Agreement,  this  Agreement  shall be

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binding upon and shall inure to the benefit of the parties and their  respective
successors and assigns. The person signing this Agreement on behalf of Buyer and
the  person  signing  this  Agreement  on  behalf  of  Seller  each  represents,
covenants,  and warrants  that such person has full right and authority to enter
into  this  Agreement  and to bind the party for whom  such  person  signs  this
Agreement to the terms and provisions of this  Agreement.  This Agreement  shall
not be construed as if it had been prepared by one of the parties, but rather as
if both parties had prepared it. This Agreement shall not be recorded unless the
parties otherwise agree.

          19.  EXECUTION  DATE. The Execution Date is the later of the two dates
shown beneath the parties' signatures below.

          20.  GOVERNING LAW. This Agreement is made and executed under,  and in
all respects shall be governed and construed by the laws of the State of Oregon.

CONSULT YOUR  ATTORNEY,  THIS DOCUMENT HAS BEEN PREPARED FOR  SUBMISSION TO YOUR
ATTORNEY FOR REVIEW AND APPROVAL PRIOR TO SIGNING.  NO REPRESENTATION IS MADE BY
THE REAL ESTATE LICENSEES NAMED IN THIS AGREEMENT AS TO THE LEGAL SUFFICIENCY OR
TAX CONSEQUENCES OF THIS AGREEMENT.


BUYER:                                SELLER:

                                      GARDENBURGER, INC.


    /s/ John M. Hopkins               By:      /s/ Peter W. Shipp
--------------------------------          ------------------------------------
        John M. Hopkins
                                      Name:    Peter W. Shipp
Date:          10/06/00
                                      Title:   Sr. VP/Chief Admin. Officer
                                               -------------------------------
Address:    424 NW Skyline Blvd.
            Portland, OR  97229                Date:        10/10/00

                                      Address: Suite 400
                                               1411 S.W. Morrison Street
                                               Portland, Oregon 97205

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                    EXHIBIT A TO PURCHASE AND SALE AGREEMENT
                          AND RECEIPT FOR EARNEST MONEY

                                LEGAL DESCRIPTION


PARCEL I:
--------

Lots 1, 2, 3, 4 and the West 50 feet of Lots 5 and 6, Block 221, EAST  PORTLAND,
in the City of Portland, County of Multnomah and State of Oregon.


PARCEL II:
---------

The North 27 feet of the East half of Lot 6, Block 221,  EAST  PORTLAND,  in the
City of Portland, County of Multnomah and State of Oregon.


PARCEL III:
----------

The East  one-half of Lot 5 and the South 23 feet of the East one-half of Lot 6,
Block 221, EAST PORTLAND, in the City of Portland, County of Multnomah and State
of Oregon.




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                    EXHIBIT B TO PURCHASE AND SALE AGREEMENT


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