LEASE AMENDMENT



DATED:            September 8, 1999

BETWEEN:          PACIFIC REALTY ASSOCIATES, L.P.,                      LANDLORD
                  a Delaware limited partnership

AND:              AGRITOPE, INC.,
                  an Oregon corporation                                   TENANT



              Pacific Realty Associates,  L.P., a Delaware limited  partnership,
as Landlord,  and American Show Management,  Inc. ("Original  Tenant"),  entered
into a written lease dated October 4, 1995,  consisting of approximately  11,059
square  feet of office and  warehouse  space  located in  Building  C,  PacTrust
Business  Center,  16160 S.W.  Upper Boones Ferry Road,  Portland,  Oregon 97224
(hereinafter  referred to as "the  Premises").  By Lease Amendment dated June 3,
1996, the Lease was amended.  By Assignment  and  Modification  of Lease,  dated
November 7, 1997,  Original  Tenant  assigned the Lease to Agritope,  Inc.. Such
documents are hereinafter  jointly referred to as "the Lease." The Lease expires
February 28, 2003.

              Tenant  now  wishes  to lease an  additional  approximately  6,801
square feet of office and warehouse space adjacent to and  immediately  north of
the Premises  (hereinafter  referred to as the "First Additional  Space") and as
further described on the attached Exhibits A, B-1, B-2, B-3 and C.

              NOW, THEREFORE, the parties agree as follows:

        1.    The First  Additional  Space shall become subject to  the terms of
the Lease upon  occupancy  by Tenant,  which is estimated to be October 1, 1999.
Tenant's  total leased area shall increase from  approximately  11,059 to 17,860
total square feet of office and warehouse space.

        2.    Base rent shall be according to the following schedule:


<TABLE>
<CAPTION>
                                                                             First           Base Rent
Period                                                    Premises         Additional        Per Month
                                                                             Space

<S>                                                      <C>               <C>              <C>
October 1, 1999 through May 31, 2001                     $10,285.00        $6,325.00        $16,610.00
June 1, 2001 through February 28, 2003                   $11,210.00        $6,894.00        $18,104.00
</TABLE>


        3.    Landlord  shall  construct  improvements  generally  as  shown  on
attached Exhibit B and as further described in a work letter attached as Exhibit
C. Upon execution of this Lease  Amendment,  the attached floor plan (Exhibit B)
and work letter (Exhibit C) shall be deemed approved by Landlord and Tenant.

        4.    Upon completion  of Tenant Improvements,  Tenant  shall  reimburse
Landlord  $29,413.00 for its share of construction  costs. The total cost of the
work is $63,418.00.

        5.    Should the cost  of  such  tenant  improvements,  adjusted  by any
increases  in cost  initiated  by Landlord and Tenant  approved  change  orders,
exceed the  Allowance,  Tenant  shall pay Landlord the amount by which this cost
exceeds the Allowance upon occupancy of the First Additional Space.

        6.    If  not then in  default, Tenant and  only  Tenant, shall have the
first option to renew this Lease for an additional sixty (60) months immediately
following  expiration  of the extended  lease term by giving  Landlord 180 days'
advance  written  notice of its intent to extend.  All  provisions of this Lease
shall apply during the extended  term,  except that rent for the renewal  period
shall be an amount  determined  on a fair market  value basis and agreed upon by
parties at least 90 days prior to commencement of the renewal period,  but in no
case less than that of the preceding  term. In no event shall Landlord grant any
third party the option to extend the term of this Lease.


N-AGRITOPE, INC..DOC / SKB                                                 PBC-C
9/8/99                                                                    193-04
Page 2 of 2                                                         Portland, OR

<PAGE>

        7.    Except as expressly modified  hereby, all terms of the Lease shall
remain in full force and effect and shall continue through the extended term.

IN WITNESS  WHEREOF,  the parties have executed this agreement as of the day and
year first written above.

                                 LANDLORD:

                                 PACIFIC REALTY ASSOCIATES, L.P.,
                                 a Delaware limited partnership

                                 By: PacTrust Realty, Inc.,
                                     a Delaware corporation,
                                     its General Partner


Date: September 9, 1999          By:  /s/ Sam K. Briggs
                                    --------------------------------------------
                                    Sam K. Briggs
                                    Vice President


                                 TENANT:

                                 AGRITOPE, INC.,
                                 an Oregon corporation


Date: September 8, 1999          By:  /s/  Gilbert N. Miller
                                    --------------------------------------------
                                     Name: Gilbert N. Miller
                                     Title: Executive Vice President, CFO


                                 Address for Legal Notices/Invoices to Assignee:

                                 -----------------------------------------------
                                 -----------------------------------------------
                                 -----------------------------------------------
                                 (Note:  Unless a different address is indicated
                                 above, notices to Assignee will be addressed to
                                 the Premises.)

                                 Assignee Employer Identification Number:

                                 -----------------------------------------------



N-AGRITOPE, INC..DOC / SKB                                                 PBC-C
9/8/99                                                                    193-04
Page 2 of 2                                                         Portland, OR