THIS WARRANT AND ANY SHARES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the "1933 ACT"),
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS THE TRANSACTION
IS REGISTERED  UNDER THE 1933 ACT AND APPLICABLE  STATE LAW OR AN EXEMPTION FROM
REGISTRATION REQUIREMENTS IS AVAILABLE.


                                 AGRITOPE, INC.

               Warrant for the Purchase of Shares of Common Stock
               --------------------------------------------------

                                 April 30, 1998


No. 011                                                            83,333 Shares

FOR VALUE RECEIVED,  AGRITOPE,  INC., a Delaware  corporation  (the  "Company"),
hereby  certifies  that VECTOR  SECURITIES  INTERNATIONAL,  INC.,  or  permitted
assigns  thereof  ("Vector"),  is entitled to purchase from the Company,  at any
time or from time to time prior to 5:00 p.m.,  New York City time,  on  December
30, 2000 (the "Expiration Date"),  83,333 fully paid and nonassessable shares of
the common stock, $.01 par value, of the Company, including associated preferred
stock purchase  rights ("Common  Stock"),  upon payment of the purchase price of
$7.343 per share, subject to adjustment pursuant to the terms hereof.

Hereinafter  (i) the shares of Common Stock  purchasable  hereunder or under any
other Warrant (as hereinafter  defined) are referred to as the "Warrant Shares,"
(ii) the aggregate  purchase  price payable  hereunder for the Warrant Shares is
referred to as the "Aggregate  Warrant Price," (iii) the price payable hereunder
for each of the Warrant Shares is referred to as the "Per Share Warrant  Price,"
(iv) this Warrant and all warrants  hereafter issued in exchange or substitution
for this Warrant or such other  warrants are referred to as the  "Warrants"  and
(v) the holder of this Warrant is referred to as the "Holder" and the holders of
this Warrant and all other Warrants are referred to as the "Holders."

1.       Exercise of Warrant
         -------------------

         This  Warrant  may be  exercised,  in whole at any time or in part from
time to time,  prior to the  Expiration  Date by the Holder by the  surrender of
this Warrant to the Company (with the  subscription  form at the end hereof duly
executed)  at the address set forth in Section 10 hereof,  together  with proper
payment of the Aggregate  Warrant Price,  or the  proportionate  part thereof if
this Warrant is exercised in part, and any applicable taxes. Payment for Warrant
Shares shall be made by cashier's check or by wire transfer of funds.

         This Warrant may be  exercised  in part,  and the Holder is entitled to
receive a new Warrant covering the Warrant Shares for which this Warrant has not
been exercised.  Upon such surrender of this Warrant, the Company will (a) issue
a  certificate  in the name of the Holder for the number of whole  shares of the
Common  Stock to which the Holder  shall be  entitled  and,  if this  Warrant is
exercised in whole, in lieu of any fractional share of the Common Stock to which
the Holder shall be  entitled,  pay to the Holder cash in an amount equal to the
fair value of such fractional share (determined in such reasonable manner as the
Board of Directors of the Company  shall  determine),  and (b) deliver the other


<PAGE>

securities and properties  receivable upon the exercise of this Warrant,  or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions  of this  Warrant.  The  Company  shall not be  required  to issue or
deliver any certificate for shares of Common Stock or other  securities upon the
exercise of Warrants evidenced by this Warrant until any applicable transfer tax
and any other taxes or governmental  charges that the Company may be required by
law to collect in respect of such exercise shall have been paid,  such tax being
payable by the Holder of this Warrant at the time of surrender for exercise.

         Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of  business on the  business  day on which this
Warrant shall have been  surrendered  to the Company as provided in this Section
1,  and at such  time,  the  person  or  persons  in  whose  name or  names  any
certificate  or  certificates  for shares of Common Stock shall be issuable upon
such  exercise  shall be deemed to have  become  the holder or holders of record
thereof.

2.       Reservation of Warrant Shares; Listing; Preservation of Rights
         --------------------------------------------------------------

(a)      The Company agrees that,  prior to the expiration of this Warrant,  the
         Company will at all times (i) have authorized and in reserve,  and will
         keep  available,  solely for issuance or delivery  upon the exercise of
         this Warrant,  the shares of the Common Stock and other  securities and
         properties as from time to time shall be  receivable  upon the exercise
         of this Warrant, free and clear of all restrictions on sale or transfer
         and free and clear of all preemptive or similar  contractual rights and
         (ii) use its best  efforts to keep the Warrant  Shares  authorized  for
         quotation  on The  Nasdaq  Stock  Market,  or on  such  other  national
         securities  exchange  or market  upon  which the  Common  Stock is then
         listed.

(b)      The Company will not, by amendment of its certificate of  incorporation
         or through  any  consolidation,  merger,  reorganization,  transfer  of
         assets, dissolution, issue or sale of securities or any other voluntary
         action,  avoid or seek to avoid the observance or performance of any of
         the terms of this Warrant or the rights represented hereby.

3.       Protection Against Certain Dilution
         -----------------------------------

(a)      In case the Company  shall  hereafter (i) declare a dividend or make a 
         distribution  on  its  capital  stock in shares of  Common  Stock, (ii)
         subdivide its  outstanding shares of Common Stock into a greater number
         of shares,  (iii) combine its  outstanding  shares of Common Stock into
         a smaller number  of shares  or (iv) issue by  reclassification  of its
         Common Stock any shares of capital stock of the Company,  the Per Share
         Warrant  Price  and  the  number  and  kind  of  shares of Common Stock
         receivable  upon exercise of this  Warrant in effect at the time of the
         record  date  for  such  dividend  or  of  the  effective  date of such
         subdivision,  combination or reclassification  shall be proportionately
         adjusted  so  that the Holder of any Warrant upon the  exercise  hereof
         shall be entitled to receive the  number  and  kind of shares of Common
         Stock or other capital  stock of the  Company  which the  Holder  would
         have  received   had  it  exercised  such  Warrant  immediately   prior
         thereto.  An  adjustment  made  pursuant  to  this  Section  3(a) shall
         become  effective immediately  after  the  record date in the case of a
         dividend or  distribution  and shall become effective immediately after
         the  effective  date  in  the  case  of  a subdivision,  combination or


<PAGE>

         reclassification.  If as a  result  of an  adjustment  made pursuant to
         this Section  3(a),  the Holder of  any Warrant  thereafter surrendered
         for exercise  shall  become  entitled to  receive shares of two or more
         classes of capital stock or  shares of Common  Stock  and other capital
         stock of the  Company,  the  Board of  Directors  (whose determination 
         shall be  conclusive  and  shall be  described  in a written  notice to
         the  Holder  of  any  Warrant  promptly  after such  adjustment)  shall
         determine  the  allocation  of  the  adjusted  Per  Share Warrant Price
         between  or among  shares of such  classes  of  capital stock or shares
         of Common  Stock and other capital stock.

(b)      In case the Company  after the date hereof (a) shall  consolidate  with
         or merge  into any other  entity  and shall  not be the  continuing  or
         surviving  corporation of such  consolidation  or merger,  or (b) shall
         permit any other entity to  consolidate  with or merge into the Company
         and the Company  shall be the  continuing  or surviving  entity but, in
         connection with such consolidation or merger, the Common Stock shall be
         changed into or exchanged  for stock or other  securities  of any other
         entity or cash or any other  property,  or (c)  shall  transfer  all or
         substantially  all of its properties or assets to any other entity,  or
         (d) shall effect a capital  reorganization or  reclassification  of the
         Common  Stock or  other  securities  of the  Company  ((a) - (d)  being
         collectively referred to as "Transactions"), the Holder of this Warrant
         shall have the right  thereafter  to exercise such Warrant for the kind
         and amount of securities, cash or other property which the Holder would
         have received or have been entitled to receive  immediately  after such
         Transaction  had this Warrant been exercised  immediately  prior to the
         effective date of such  Transaction and in any such case, if necessary,
         appropriate  adjustment  shall  be  made  in  the  application  of  the
         provisions  set forth in this  Section 3 with respect to the rights and
         interests  thereafter of the Holder of this Warrant to the end that the
         provisions set forth in this Section 3 shall thereafter correspondingly
         be made applicable,  as nearly as may be reasonable, in relation to any
         shares of stock or other  securities  or in  relation  to any shares of
         stock or other  securities or property  thereafter  deliverable  on the
         exercise of this  Warrant.  The above  provisions  of this Section 3(b)
         shall  similarly  apply to successive  Transactions.  The issuer of any
         shares of stock or other securities or property thereafter  deliverable
         on the exercise of this  Warrant  shall be  responsible  for all of the
         agreements and obligations of the Company hereunder. Notice of any such
         transaction  shall be given to the  Holders not less than 30 days prior
         to said event;  provided,  however,  that  issuance of a press  release
         shall constitute such notice.

(c)      Nothing  in this  Warrant  Agreement  shall be  interpreted  to require
         adjustment in the Per Share Warrant Price upon issuance of shares under
         or grant by the Company of options to employees or directors  under any
         stock  option  plan  or  arrangement  of the  Company  approved  by the
         shareholders  of the Company,  or the issuance of any and all shares of
         Common  Stock upon  exercise  of such  options or upon the  issuance of
         shares under any options, warrants, or convertible securities.

(d)      No adjustment in the Per Share Warrant  Price shall be required  unless
         such adjustment would require an increase or decrease of at least 1% of
         the then existing Per Share Warrant Price; provided,  however, that any
         adjustments which by reason of this Section 3(d) are not required to be
         made shall be carried  forward and taken into account in any subsequent
         adjustment;  provided  further,  however,  that  adjustments  shall  be


<PAGE>

         required and made in accordance  with the  provisions of this Section 3
         (other  than this  Section  3(d))  not  later  than such time as may be
         required in order to preserve the tax-free  nature of a distribution to
         the  Holder of this  Warrant or Common  Stock  issuable  upon  exercise
         hereof.  All  calculations  under  this  Section 3 shall be made to the
         nearest cent or to the nearest share,  as the case may be.  Anything in
         this Section 3 to the contrary  notwithstanding,  the Company  shall be
         entitled to make such  reductions  in the Per Share Warrant  Price,  in
         addition to those  required by this Section 3, as it in its  discretion
         shall  deem  to  be  advisable  in  order  that  any  stock   dividend,
         subdivision  of shares or  distribution  of rights to purchase stock or
         securities  convertible or exchangeable for stock hereafter made by the
         Company to its shareholders shall not be taxable.

(e)      Whenever  the Per Share  Warrant  Price is adjusted as provided in this
         Section  3 and upon  any  modification  of the  rights  of a Holder  of
         Warrants in  accordance  with this Section 3, the Company shall prepare
         and  retain on file a  statement  setting  forth the Per Share  Warrant
         Price and the number of Warrant  Shares  after such  adjustment  or the
         effect of such  modification,  a brief statement of the facts requiring
         such  adjustment or  modification  and the manner of computing the same
         and cause a copy of such  statement  to be mailed to the Holders of the
         Warrants.

(f)      The Company will use  reasonable efforts to notify the Holders at least
         twenty  (20) days prior to (i) any taking by the Company of a record of
         the holders of any class of securities  for the purpose of  determining
         the holders  thereof who are  entitled to receive any dividend or other
         distribution  or any right to  subscribe  for or purchase any shares of
         stock or any other  securities  or (ii) any  voluntary  or  involuntary
         dissolution,  liquidation or winding-up of the Company. Any such notice
         shall  include the date or expected date on which any such record is to
         be taken for the purpose of such dividend,  distribution or right,  and
         the amount and character of such dividend,  distribution or right,  and
         the date or  expected  date on which any  dissolution,  liquidation  or
         winding-up  is to take  place and the  time,  if any such time is to be
         fixed,  as of which the  holders  of record  of Common  Stock  shall be
         entitled to exchange their shares of Common Stock for the securities or
         other  property  deliverable  upon  such  reorganization,  dissolution,
         liquidation or winding-up.

4.       Rights of Holder as Shareholder
         -------------------------------

         No holder of this Warrant shall, as such, be entitled to vote,  receive
dividends,  or  otherwise  be deemed  the  holder  of Common  Stock or any other
securities  of the  Company  that may at any time be  issuable  on the  exercise
hereof  for any  purpose  whatsoever,  nor shall  anything  contained  herein be
construed to confer upon the holder of this Warrant,  as such, any of the rights
of a  shareholder  of the  Company  or any  right  to vote for the  election  of
directors or upon any matter submitted to shareholders at any meeting thereof or
to give or withhold  consent to any  corporate  action  (whether upon any matter
submitted  to  shareholders  at any  meeting  thereof or  otherwise)  including,
without   limitation,   giving   or   withholding   consent   to   any   merger,
recapitalization,  issuance  of stock,  reclassification  of stock,  exchange of
stock,  consolidation  or conveyance,  or to receive notice of meetings or other
actions affecting shareholders or to receive dividends or subscription rights or
other distributions.


<PAGE>

5.       Fully Paid Stock
         ----------------

         The Company  will take all such  actions as may be  necessary to assure
that the shares of the Common Stock  represented  by each and every  certificate
for Warrant Shares  delivered on the exercise of this Warrant shall, at the time
of  such  delivery,   be  validly  issued  and   outstanding,   fully  paid  and
nonassessable,  and not subject to preemptive  rights, and the Company will take
all such  actions  as may be  necessary  to assure  that the par value or stated
value,  if any,  per share of the Common  Stock is at all times equal to or less
than the then Per Share Warrant Price.

6.       Registration under Securities Act of 1933
         -----------------------------------------

(a)      Demand  Registration.  At any time prior to December 30, 2002, upon the
         --------------------
         request  of holders  of  Warrants  or  Warrant  Shares  representing  a
         majority of the Warrant Shares  issuable upon exercise of this Warrant,
         the Company agrees that the Company will on two occasions  file,  under
         the 1933 Act a registration  statement on Form S-3 or a successor form,
         if available, covering resale of the Registrable Securities (as defined
         below)  issuable  upon the exercise of this Warrant (the  "Registration
         Statement").  If Form S-3 is not available to the Company at the time a
         request for  registration  is made pursuant to this Section  6(a),  the
         Company will, on one occasion,  effect such registration on Form S-1 or
         other  applicable  form. The Company will use its best efforts to cause
         the  Registration  Statement  to  become  effective  as of the  soonest
         practicable  date following the date of filing and the Company will (i)
         take all other  reasonable  action  necessary  under any federal law or
         regulation  or under the laws of the  state of New York to  permit  all
         Registrable  Securities  to be sold or  otherwise  disposed  of in such
         jurisdictions,  (ii) prepare and file with the  Securities and Exchange
         Commission  such   amendments  and  supplements  to  the   Registration
         Statement and the  prospectus  used in  connection  therewith as may be
         necessary  to keep  the  Registration  Statement  effective  until  the
         earlier to occur of (x) the sale of all of the  Registrable  Securities
         purchasable hereunder and (y) 12 consecutive months after the effective
         date of such registration statement, and (iii) maintain compliance with
         the  federal  securities  laws and  regulations.  For  purposes of this
         Section 6, "Registrable Securities" means (a) any Common Stock or other
         securities issued or issuable upon exercise of this Warrant and (b) any
         securities  issued or issuable with respect to any securities  referred
         to in the foregoing  clause by way of share  dividend or share split or
         in connection with a combination of shares,  recapitalization,  merger,
         consolidation  or  other   reorganization  or  otherwise.   As  to  any
         particular Registrable  Securities,  once issued, such securities shall
         cease to be Registrable  Securities  when (a) a registration  statement
         with respect to the sale of such securities shall have become effective
         under the 1933 Act and such  securities  shall have been disposed of in
         accordance with such registration  statement,  (b) they shall have been
         distributed  to the  public  pursuant  to Rule  144  (or any  successor
         provision)  under the 1933 Act,  or (c) they  shall  have  ceased to be
         outstanding.

(b)      Limits  on Registration Rights.  Notwithstanding any other provision of
         ------------------------------
         this  Section 6, the Company  shall not be  obligated  to register  any
         Warrant Shares if it furnishes the Holder or Holders a written  opinion
         of counsel to the Company  that such Holder or Holders  will be able to
         sell all the  Warrant  Shares that such Holder or Holders in good faith
         wish(es) to sell during any three-month period pursuant to Rule 144 (or
         a  comparable  successor  rule adopted by the  Securities  and Exchange
         Commission).


<PAGE>

(c)      Furnishing of Prospectus.  The Company shall,  upon  the  filing of the
         ------------------------
         Registration  Statement  furnish  to  each  Holder  of any  Registrable
         Securities  (and  to each  underwriter,  if  any,  of such  Registrable
         Securities)  such  number  of copies of  prospectuses  and  preliminary
         prospectuses  in conformity  with the  requirements of the 1933 Act and
         such other documents as such Holder may reasonably request, in order to
         facilitate  the public sale or other  disposition  of all or any of the
         Registrable Securities;  provided,  however, that the obligation of the
         Company to deliver copies of prospectuses  or preliminary  prospectuses
         to Holder shall be subject to the receipt by the Company of  reasonable
         assurances  from  the  Holder  that the  Holder  will  comply  with the
         applicable  provisions of the 1933 Act and of such other  securities or
         blue sky laws as may be applicable  in connection  with any use of such
         prospectuses or preliminary prospectuses.

(d)      No Demand in Event of  Withdrawal  of Notice.  No right of the  Holders
         --------------------------------------------
         under  Section  6(a)  shall be deemed to have  been  exercised  if with
         respect  to such  right:  (i) the  requisite  notice  given by  Holders
         pursuant to Section 6(a) is withdrawn  prior to the date of filing of a
         registration  statement  or if a  registration  statement  filed by the
         Company under the 1933 Act pursuant to Section 6(a) is withdrawn  prior
         to its effective date, in either case, by written notice to the Company
         from Holders to be included or which are included in such  registration
         statement  stating  that such  Holders have elected not to proceed with
         the offering contemplated by such registration  statement because (x) a
         development  in the Company's  affairs has occurred or has become known
         to such Holders  subsequent to the date of the notice by the Holders to
         the Company  requesting  registration of the Registrable  Securities or
         the filing of such  registration  statement  which,  in the judgment of
         such  Holders  or  the  managing  underwriter  of the  proposed  public
         offering,  materially  and  adversely  affects the market price of such
         Registrable   Securities  or  the   distribution  of  such  Registrable
         Securities  or  (y) a  registration  statement  filed  by  the  Company
         pursuant to Section 6(a), in the reasonable opinion of counsel for such
         Holders or the managing  underwriter of the proposed  public  offering,
         contains  an untrue  statement  of a material  fact or omits to state a
         material  fact  required to be stated  therein or necessary to make the
         statements  therein not misleading in light of the circumstances  under
         which made (other than any such statement or omission  relating to such
         Holders and based on  information  supplied or failed to be supplied by
         such Holders) and the Company has not,  promptly  after written  notice
         thereof,  corrected  such statement or omission in an amendment to such
         registration statement filed; or (ii) a registration statement pursuant
         to Section 6(a) shall have become effective under the 1933 Act and less
         than eighty-five  percent (85%) of the Registrable  Securities included
         therein shall have been sold as a result of any stop order,  injunction
         or other order or requirement of the Securities and Exchange Commission
         or other governmental agency or court.

(e)      Expenses of Offering.  The Company  shall pay all expenses  incurred in
         --------------------
         connection  with any  registration  or  other  action  pursuant  to the
         provisions  of this Section 6, other than  underwriting  discounts  and
         commissions,  any legal,  accounting,  or  consulting  fees incurred by
         Holders and taxes relating to the Registrable Securities.


<PAGE>

(f)      No Exercise  Requirement.  Nothing contained in this Agreement shall be
         ------------------------
         construed as  requiring a Holder to exercise its Warrants  prior to the
         initial  filing  of any  registration  statement  or the  effectiveness
         thereof.

(g)      Notification  by Company.  The Company shall use reasonable  efforts to
         ------------------------
         notify  each   Holder  of   Registrable   Securities   covered  by  the
         Registration  Statement, at any time when a prospectus relating thereto
         is  required to be  delivered  under the 1933 Act,  upon the  Company's
         discovery  that,  or upon the  happening  of any  event as a result  of
         which, the prospectus included in such registration  statement, as then
         in effect,  includes an untrue statement of a material fact or omits to
         state any material fact  required to be stated  therein or necessary to
         make  the  statements  therein  not  misleading  in  the  light  of the
         circumstances  under  which they were made,  and at the  request of any
         such  Holder  promptly  prepare  and  furnish  to such  Holder and each
         underwriter,  if any, a reasonable  number of copies of a supplement to
         or an amendment  of such  prospectus  as may be  necessary so that,  as
         thereafter  delivered  to  the  purchasers  of  such  securities,  such
         prospectus  shall not include an untrue statement of a material fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading in the light of
         the  circumstances  under which they were made.  The Holders  shall not
         effect sales of Warrant  Shares  after  receipt of such notice from the
         Company until an amendment becomes effective or the supplement has been
         filed. The Company's  obligations  under this Section 6(g) shall expire
         at such time as the  Company  is no longer  required  to  maintain  the
         effectiveness of the Registration Statement.

(h)      Compliance with SEC Rules and Regulations.  The Company shall otherwise
         -----------------------------------------
         use  its  best  efforts  to  comply  with  all  applicable   rules  and
         regulations of the Securities and Exchange  Commission and will furnish
         to each Holder of Registrable  Securities  included in any registration
         statement at least five (5) business days prior to the filing thereof a
         copy of any amendment or supplement to such  registration  statement or
         prospectus  and shall not file any amendment or  supplement  thereof to
         which any such  Holder  shall have  reasonably  objected on the grounds
         that such  amendment  or  supplement  does not  comply in all  material
         respects  with  the  requirements  of the  1933  Act or  the  rules  or
         regulations thereunder.

(i)      Deferral  Period.  If, because of a  proposed  material  acquisition or
         ----------------
         any other  material  event,  (i) the Company  would,  in the reasonable
         opinion of its counsel,  be required to disclose  material  information
         which,  in the good faith judgment of the Company,  would not be in the
         best interests of the Company and its  shareholders to disclose at that
         time or (ii) the filing or effectiveness of a Registration Statement or
         of a supplement or amendment to the prospectus pursuant to this Section
         6 would impede,  delay or interfere with any material financing,  offer
         or sale of securities,  acquisition,  corporate reorganization or other
         transaction  involving the Company or any affiliate of the Company, the
         Company may defer such filing or  effectiveness  for a specified period
         of up to 90 days after such  filing or  effectiveness  would  otherwise
         ordinarily  have  occurred.  The  Company  may  only  request  deferral
         pursuant to this section twice during any calendar year.


<PAGE>

(j)      Holdback  Agreement.  The Holder,  if  requested  by the Company and an
         -------------------
         underwriter  of the  Company's  securities,  shall agree not to sell or
         otherwise  transfer or dispose of any  Warrant or Warrant  Shares for a
         specified  period of time not to exceed 90 days after any  underwritten
         registration  statement  pursuant to which the Company proposes to sell
         its securities to the public generally has become effective;  provided,
         however, that all executive officers and directors of the Company enter
         into similar  agreements.  In the event the Company  should make such a
         request,  the 12-month period  mentioned in 6(a) shall be extended by a
         number of days equal to the actual duration of the holdback period.

7.       Indemnification
         ---------------

(a)      Indemnification  by the Company.  The Company shall  indemnify and hold
         -------------------------------
         harmless  each Holder,  each of its officers and  directors,  its legal
         counsel,  and each person,  if any, who controls the Holder  within the
         meaning  of  the  1933  Act  against  any  losses,   claims,   damages,
         liabilities  (joint or  several),  or expenses to which they may become
         subject  under the 1933 Act, the  Securities  Exchange Act of 1934,  as
         amended (the "1934  Act"),  or other  federal or state law,  insofar as
         such losses, claims,  damages,  expenses, or liabilities (or actions in
         respect  thereof)  arise out of or are based upon any of the  following
         statements, omissions or violations (a "Violation"):

                  (i) any untrue  statement  or alleged  untrue  statement  of a
                  material  fact  contained  in  the   Registration   Statement,
                  including  any  preliminary  prospectus  or  final  prospectus
                  contained therein or any amendments or supplements thereto,

                  (ii) the  omission  or  alleged  omission  to state  therein a
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein not misleading, or

                  (iii) any violation or alleged violation by the Company of the
                  1933 Act, the 1934 Act, any state  securities law, or any rule
                  or regulation promulgated under the 1933 Act, the 1934 Act, or
                  any state securities law.

         The Company shall  reimburse  each Holder and its officers,  directors,
         legal counsel or  controlling  persons for any legal or other  expenses
         reasonably  incurred  by  them  in  connection  with  investigating  or
         defending any such loss,  claim,  damage,  liability,  or action.  This
         indemnity  agreement  shall not apply to amounts paid in  settlement of
         any loss,  claim,  damage,  liability,  or action if such settlement is
         effected without the consent of the Company (which consent shall not be
         unreasonably  withheld),  nor shall the Company be liable to the Holder
         in any case for any loss, claim,  damage,  liability,  or action (A) to
         the extent  that it arises out of or is based  upon a  Violation  which
         occurs in reliance  upon and in  conformity  with  written  information
         furnished  expressly for use in connection with such registration by or
         on behalf of the Holder or such  controlling  person or (B) in the case
         of a sale  directly  by the Holder  (including  a sale of such  Warrant
         Shares  through  any  underwriter  retained by the Holder or Holders to
         engage  in a  distribution  solely  on  behalf  of  the  Holder  or the
         Holders),  if such untrue  statement  or alleged  untrue  statement  or
         omission or alleged omission was contained in a preliminary  prospectus
         and corrected in a final or amended  prospectus,  and the Holder failed
         to deliver a copy of the final or amended prospectus at or prior to the
         confirmation of the sale of the Warrant Shares to the person  asserting
         any such  loss,  claim,  damage or  liability  in any case  where  such
         delivery is required by the 1933 Act.


<PAGE>

(b)      Indemnification  by  Holders  of  Warrant  Shares.  Each  Holder  shall
         -------------------------------------------------
         severally but not jointly indemnify and hold harmless the Company, each
         of its officers and directors,  its legal counsel,  and each person, if
         any,  who  controls  the  Company  within the  meaning of the 1933 Act,
         against any losses, claims, damages, liabilities (joint or several), or
         expenses  to which the  Company or any such  director,  officer,  legal
         counsel, or controlling person may become subject,  under the 1933 Act,
         the 1934 Act, or other  federal or state law,  insofar as such  losses,
         claims,  damages or liabilities  (or actions in respect  thereto) arise
         out of or are based upon any Violation, in each case to the extent (and
         only to the extent) that such Violation  occurs in reliance upon and in
         conformity with written  information  furnished by or on behalf of such
         Holder expressly for use in connection with such registration; and such
         Holder shall reimburse any legal or other expenses  reasonably incurred
         by the Company or any such director,  officer, or controlling person in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability,  or action;  provided,  however, that the indemnity
         agreement  contained  in this Section 7 shall not apply to amounts paid
         in settlement of any such loss, claim, damage,  liability, or action if
         such settlement is effected  without the consent of such Holder,  which
         consent shall not be unreasonably withheld; and provided, further, that
         the  indemnification  obligation of such Holder shall be limited to the
         aggregate  public  offering  price of the  Warrant  Shares sold by such
         Holder pursuant to such registration.


<PAGE>

(c)      Notice, Defense and Counsel.  Promptly after receipt by an  indemnified
         ---------------------------
         party under this Section 7 of notice of the  commencement of any action
         (including any governmental action), such indemnified party shall, if a
         claim in respect thereof is to be made against any  indemnifying  party
         under this  Section  7,  deliver  to the  indemnifying  party a written
         notice of the  commencement  thereof and the  indemnifying  party shall
         have the right to participate  in, and, to the extent the  indemnifying
         party so desires to assume and control the defense thereof with counsel
         mutually  satisfactory  to the  parties;  provided,  however,  that  an
         indemnified party shall have the right to retain its own counsel,  with
         the  fees  and  expenses  to be  paid  by the  indemnifying  party,  if
         representation of such indemnified party by the counsel retained by the
         indemnifying  party would be  inappropriate  due to actual or potential
         differing  interests between such indemnified party and any other party
         represented by such counsel in such proceeding.  The failure to deliver
         written notice to the  indemnifying  party within a reasonable  time of
         the  commencement of any such action,  if prejudicial to its ability to
         defend  such  action,  shall  relieve  such  indemnifying  party of any
         liability to the  indemnified  party under this Section 7 to the extent
         of such prejudice, but the omission so to deliver written notice to the
         indemnifying  party shall not relieve it of any  liability  that it may
         have to any indemnified party otherwise than under this Section 7.

8.       Loss etc. of Warrant
         --------------------

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction or mutilation of this Warrant,  and of indemnity  reasonably
satisfactory to the Company,  if lost,  stolen or destroyed,  and upon surrender
and  cancellation of this Warrant,  if mutilated,  the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor and denomination.

9.       Amendment
         ---------

         These Warrants may be amended only by written  mutual  agreement of the
Company and the Holders of a majority of the then outstanding Warrants.

10.      Communication
         -------------

         No notice or other  communication under this Warrant shall be effective
unless,  but any notice or other  communication  shall be effective and shall be
deemed  to  have  been  given  if,  the  same is in  writing  and is  mailed  by
first-class mail, postage prepaid, addressed as set forth below:

         If to the Company:         Agritope, Inc
         -----------------
                                    16160 S.W. Upper Boones Ferry Road
                                    Portland, Oregon 97224-7744
                                    Attention:       Gilbert N. Miller
                                                     Executive Vice President
                                                     and Chief Financial Officer


<PAGE>

or such other address as the Company has designated in writing to the Holder.

         If to the Holder:      Vector Securities International,  Inc.
         ----------------
                                1751 Lake Cook Road
                                Deerfield, Illinois 60013
                                Attention:  Chairman and Chief Executive Officer

or such other address as the Holder has designated in writing to the Company.

11.      Headings
         --------

         The  headings  of this  Warrant  have  been  inserted  as a  matter  of
convenience and shall not affect the construction hereof.

12.      Applicable Law
         --------------

         This Warrant shall be governed by and construed in accordance  with the
laws of the State of Oregon without giving effect to the principles of conflicts
of laws thereof.

13.      Assignment
         ----------

         The Holder may assign or transfer  this  Warrant in whole or in part by
completing and delivering to the Company the applicable  document of assignment,
duly  executed,  in the  form  attached  hereto.  Upon any  such  assignment  or
transfer,  the term  "Holder"  shall be deemed to include  any such  assignee or
transferee of the original Holder.

14.      Severability
         ------------

         If one or more  provisions  of this Warrant are held to be  enforceable
under applicable law, such provision shall be excluded from this Warrant and the
balance  of the  warrant  shall be  interpreted  as if such  provisions  were so
excluded and the balance shall be enforceable in accordance with its terms.

         IN WITNESS WHEREOF, Agritope, Inc. has caused this Warrant to be signed
by its President and Chief Executive Officer on the date stated above.


                                    /S/ Adolph J. Ferro, Ph.D.
                                    --------------------------------------------
                                    Name:  Adolph J. Ferro, Ph.D.
                                    Title: President and Chief Executive Officer
ATTEST:


/S/ Gilbert N. Miller
-------------------------------------------
Gilbert N. Miller, Executive Vice President,
  Chief Financial Officer and Secretary


<PAGE>

                                  SUBSCRIPTION
                                  ------------


The  undersigned,                      ,  pursuant  to  the  provisions  of  the
                   --------------------
foregoing  Warrant,  hereby agrees to subscribe for and purchase       shares of
                                                                 -----
the Common Stock of Agritope,  Inc.  covered by said Warrant,  and makes payment
therefor at the price per share provided by said Warrant.


Dated:                                    Signature:
        ---------------------------                 ----------------------------


                                          Address:
                                                  ------------------------------


<PAGE>

                                   ASSIGNMENT
                                   ----------


FOR VALUE RECEIVED                      hereby sells, assigns and transfers unto
                   --------------------
                     the foregoing Warrant and all rights evidenced thereby, and
--------------------
does  irrevocably  constitute  and  appoint                     ,  attorney,  to
                                             -------------------
transfer said Warrant on the books of Agritope, Inc.


Dated:                                    Signature:
        ---------------------------                 ----------------------------


                                          Address:
                                                  ------------------------------


<PAGE>

                               PARTIAL ASSIGNMENT
                               ------------------


FOR VALUE  RECEIVED                       hereby  assigns  and  transfers  unto
                     --------------------
                      the right to purchase        shares of the Common Stock of
--------------------                         -----
Agritope, Inc. by the foregoing Warrant and a proportionate part of said Warrant
and the rights evidenced  hereby,  and does  irrevocably  constitute and appoint
                ,  attorney,  to transfer that part of said Warrant on the books
----------------
of Agritope, Inc.


Dated:                                    Signature:
        ---------------------------                 ----------------------------


                                          Address:
                                                  ------------------------------