EXHIBIT 10.5


TO:      Lorraine Crawford                                      DATE:  5/4/2000

FROM:    Lyle Hubbard

SUBJECT: Senior Team Promotion & Compensation


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It's a pleasure to reconfirm your promotion to the Senior Management Team and
associated compensation adjustments in your role as Controller and Acting Chief
Financial Officer, effective May 1, 2000.

SALARY. You will be compensated at a base salary of $105,000 annually, payable
in the normal bi-weekly payroll periods at $4,038.46.

INCENTIVE COMPENSATION. As a part of the Senior Team, you will be participating
in our Board-directed Management Incentive Program. This plan is targeted to pay
participants for optimal contribution an amount equal to 45% of annual salary.
This portion of your total compensation is based on the accomplishment of
specific financial targets by the Company (75%) and on your personal
contribution to our success and completion of specific goals which I may
establish (25%). All payments under this provision are subject to approval by
the Board of Directors, and no awards will be made until the fiscal year-end
confirmation of results.

Your participation will be made effective January 1, 2000 for the current fiscal
year.

LIFE INSURANCE PROGRAM. Members of the Senior Team are entitled to participate
in a Company-paid life insurance program that provides $500,000 term coverage.
Details about this plan and qualifications for coverage will be provided to you
shortly, and I encourage you to participate.

SEVERANCE ASSISTANCE. In the event that your position is eliminated for reasons
other than cause or Change-In-Control (which were previously outlined in my
February 7, 2000 letter) and you were terminated by the Company, you would be
provided with up to six months' salary continuation. Additionally, if you had
not been able to find suitable employment at the conclusion of the six months'
period, you would be eligible for up to an additional three months' salary
continuation on a month-by-month basis. In no event would salary continuation
extend past a total of nine months.



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LORRAINE CRAWFORD                                                    MAY 4, 2000


This payment would be made to you in the regular bi-weekly payroll process, and
would begin after you had satisfactorily completed the Company's Release and
Waiver of Claims Agreement, and the stipulated waiting period had expired.

o    COBRA GROUP HEALTH BENEFIT. During the period of time that you remain on
     severance, the Company will pay your COBRA group health premium for you.
     This benefit will continue at generally the same level of coverage as was
     in place at the time of your termination. Again, the benefit will be
     continued until the end of the month in which your eligibility for
     severance compensation ends, but in no case will extend past nine months.

o    OUTPLACEMENT ASSISTANCE. Gardenburger will provide you with outplacement
     career services and support for up to one year's time through a
     professional provider of the Company's choice. This total cost for this
     benefit cannot exceed $12,000. You must begin utilizing these services
     within 30 days of your Termination Date in order to be eligible for this
     benefit.

Lorraine, these improvements to your overall compensation and benefits are a
reflection of the value we place on you as a member of our Senior Management
Team. If you should have any questions regarding these, please feel free to
discuss them with Pete Shipp or me. Again, thanks for your continued leadership!