EXHIBIT 10.2








	
		





 




 









AMERICAN

PROPERTY MANAGEMENT




2154

N.E. Broadway Portland, Oregon 97232




Mailing

Address: P.O. Box 12127, Portland, Oregon 97212




Phone

503-281-7779 Fax 503-460-2616




 




 




FIFTH AMENDMENT TO LEASE 
LEASE EXTENSION




 




January

10, 2003




 




AMERICAN PROPERTY MANAGEMENT Account

#C-02/296/8923-02




 




It is mutually agreed that the Lease

Agreement dated October 29, 1996, the First Amendment to Lease dated December

9, 1997, the Lease Extension dated September 11, 1998, the Third Amendment to

Lease dated August 1, 2000, and the Fourth Amendment to Lease dated August 27,

2002 (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 consisting

of approximately 18,850 square feet (this measurement includes a load factor

for the building of 0%) (“Premises”) in the Morrison Plaza Office Building

located at 1411 SW Morrison St. in Portland, Oregon (“Building”) is hereby

modified as follows:




 




 




Article 1                 FOURTH AMENDMENT TO LEASE




 




Upon the full execution of this Fifth

Amendment to Lease, the Fourth Amendment to Lease shall become null and void

and of no further cause or effect.




 




Article 2                 EXTENSION

TERM




 




Page One of the LEASE shall be amended with

the addition of the following:




 




Commencing January 10, 2003 the Lease term

shall be extended for a period of one (1) year and terminate December 31, 2003

(“Extension Term”).




 




Article 3                 INITIAL BASE

RENTAL




 




Page One of the LEASE shall be amended with

the addition of the following:




 




Commencing January 10, 2003 the initial base

rental for the Extension Term shall be $16,310.84 per month.




 




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Article 4                 SURRENDER




 




Section 18.1 of the LEASE, “Surrender,” shall

be amended with the addition of the following:




 




Commencing July 1, 2003, LESSOR shall have

the right to market the Premises.




 




Article

5                 LESSOR AGREED TENANT IMPROVEMENTS




 




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-4” Space Plan and Exhibit

“C-4”  Interior Space Work

Agreement, incorporated herein by reference.




 




If any provisions contained in this Exhibit

“C-4”  Interior Space Work

Agreement are inconsistent with any other provisions contained in this LEASE

(ie: Exhibit “B-4” Space Plan), the provisions contained in this Exhibit “C-4”

Interior Space Work Agreement shall control.




 




Article 6                 OPTION

TO RENEW




 




Section  49.1

of the LEASE, “Option to Renew,” is hereby deleted in its entirety.




 




Article 7                 SPECIAL

PROVISION




 




Section 51.1 of the LEASE, “Confidentiality,”

shall be added to the LEASE as follows:




 




LESSEE agrees to keep the terms and

conditions of this Fifth Amendment to Lease confidential, and LESSEE further

agrees to advise LESSEE’S employees and agents not to disclose the terms and

conditions of this Fifth Amendment to Lease to other Landlords, Tenants or

Brokers with the exception and understanding that the LESSEE is a publicly held

company and that this confidentiality arrangement will not apply to any

financial reporting that needs to be done to meet the financial reporting

requirements of a publicly held company.




 




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Article

8                 EXPIRATION OF OFFER




 




This offer to extend LESSEE’S LEASE shall

expire at the sole option of the LESSOR if this Fifth Amendment to Lease

is not signed and delivered to the LESSOR with no changes and accompanied by

appropriate pre-paid monies by January 10, 2003 at 5:00 p.m.




 




The signing of this Fifth Amendment to Lease

by the parties hereto constitutes a Lease between them incorporating all of the

terms and conditions contained in the original LEASE heretofore made between LESSEE

and LESSOR, or LESSOR’S predecessor in interest, except as modified by the

terms of this Fifth Amendment to Lease. If any provisions contained in this

Fifth Amendment to Lease are inconsistent with any other provisions of the

original LEASE, the provisions in this Fifth Amendment to Lease shall control.

This Fifth Amendment to Lease is to be attached to the original LEASE, which is

to be deemed a part of it. This Fifth 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 original LEASE above described.




 




 




IN WITNESS WHEREOF, the respective parties

have executed this  instrument in

duplicate on this, the day, the month, and the year hereinbelow written, any

corporation signature being by authority of its Board of Directors.




 




	

  LESSOR:


  AMERICAN PROPERTY MANAGEMENT CORP.


  	

  LESSEE: 


  GARDENBURGER, INC., 


  
	

  as agent for and on behalf

  of


  	

  an Oregon corporation


  
	

  WESTON HOLDING CO., L.L.C.


  	

   


  
	

   


  	

   


  
	

  X


  	

  /s/ Douglas D.Lindholm


  	

   


  	

  X


  	

  /s/ Lorraine Crawford


  	

   


  
	

   


  	

  Douglas D.Lindholm


  	

   


  	

  Lorraine Crawford


  
	

   


  	

  Vice President of

  Commercial Property


  	

   


  	

  Vice President of Finance


  
	

   


  	

   


  
	

   


  	

   


  
	

  DATE:

  1-10-03


  	

   


  	

  DATE: 1-10-03


  	

   


  
								





 




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