SILICON VALLEY BANK
                                3003 Tasman Drive
                             Santa Clara, Ca. 95054
                       (408) 654-1000 - Fax (408) 980-6410

                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

            This Accounts  Receivable  Purchase  Agreement (the  "Agreement") Is
made on this  TWENTIETH  day of MAY 1999,  by and  between  Silicon  Valley Bank
("Buyer")  having  a place  of  business  at the  address  specified  above  and
AGRITOPE, INC., a DELAWARE corporation, ("Seller") having its principal place of
business  and  chief  executive  office  at 16160 SW Upper  Boones  Ferry  Road,
Portland, Oregon 97224.

1. DEFINITIONS.  When used herein,  the following terms shall have the following
meanings.
            1.1.  "Account  Balance"  shall  mean,  on any given day,  the gross
amount of all Purchased Receivables unpaid on that day.
            1.2.  "Account  Debtor"  shall  have the  meaning  set  forth In the
California  Uniform  Commercial  Code and shall Include any person liable on any
Purchased  Receivable,  Including  without  limitation,  any  guarantor  of  the
Purchased  Receivable  and  any  Issuer  of  a  letter  of  credit  or  banker's
acceptance.
            1.3.  "Adjustments" shall mean all discounts,  allowances,  returns,
disputes,  counterclaims,  offsets,  defenses,  rights of recoupment,  rights of
return,  warranty  claims,  or short  payments,  asserted by or on behalf of any
Account Debtor with respect to any Purchased Receivable.
            1.4.  "Administrative  Fee" shall  have the  meaning as set forth In
Section 3.3 hereof.
            1.5.  "Advance"  shall have the  meaning  set forth In  Section  2.2
hereof.
            1.6.  "Collateral"  shall  have the  meaning  set forth In Section 8
hereof.
            1.7.  "Collections" shall mean all good funds received by Buyer from
or on behalf of an Account Debtor with respect to Purchased Receivables.
            1.8.  "Compliance  Certificate" shall mean a certificate,  In a form
provided  by Buyer to Seller,  which  contains  the  certification  of the chief
financial officer of Seller that, among other things,  the  representations  and
warranties  set forth in this Agreement are true and correct as of the date such
certificate is delivered.
            1.9.  "Event of Default" shall have the meaning set forth in Section
9 hereof.
            1.10.  "Finance Charges" shall have the meaning set forth In Section
3.2 hereof.
            1.11.  "Invoice  Transmittal"  shall  mean a  writing  signed  by an
authorized  representative of Seller which accurately identifies the Receivables
which  Buyer,  at its  election,  may  purchase,  and  Includes  for  each  such
receivable the correct amount owed by the Account  Debtor,  the name and address
of the Account  Debtor,  the invoice  number,  the invoice  date and the account
code.
            1.12.    "Obligations"   shall   mean   all   advances,    financial
accommodations,  liabilities,  obligations, covenants and duties owing, arising,
due or  payable  by Seller to Buyer of any kind or  nature,  present  or future,
arising under or in connection  with this Agreement or under any other document,
Instrument  or  agreement,  whether or not  evidenced by any note,  guarantee or
other instrument,  whether arising on account or by overdraft, whether direct or
indirect  (including  those  acquired by  assignment)  absolute  or  contingent,
primary or secondary,  due or to become due, now owing or hereafter arising, and
however acquired;  including, without limitation, all Advances, Finance Charges,
Administrative Fees, interest, Repurchase Amounts, fees, expenses,  professional
fees and attorneys'  fees and any other sums  chargeable to Seller  hereunder or
otherwise.
            1.13.  "Purchased   Receivables"  shall  mean  all  those  accounts,
receivables,  chattel paper, Instruments,  contract rights,  documents,  general
Intangibles,  letters  of credit,  drafts,  bankers  acceptances,  and rights to
payment,  and all proceeds  thereof (all of the foregoing  being  referred to as
'receivables'),  arising out of the invoices and other agreements  identified on
or  delivered  with any Invoice  Transmittal  delivered by Seller to Buyer which
Buyer elects to purchase and for which Buyer makes an Advance.
            1.14.  "Refund"  shall have the  meaning  set forth in  Section  3.7
hereof.
            1.15.  "Reserve"  shall have the  meaning  set forth in Section  2.4
hereof.
            1.16.  "Repurchase  Amount"  shall  have the  meaning  set  forth in
Section 4.2 hereof.
            1.17. "Reconciliation Date" shall mean the last calendar day of each
Reconciliation Period.
            1.18.  "Reconciliation  Period"  shall mean each  calendar  month of
every year.

2. PURCHASE AND SALE OF RECEIVABLES.

            2.1. OFFER TO SELL RECEIVABLES. During the term hereof, and provided
that  there  does not then  exist any Event of  Default  or any event  that with
notice, lapse of time or otherwise would constitute an Event of Default,  Seller
may  request  that  Buyer  purchase  receivables  and  Buyer  may,  in its  sole
discretion,  elect to purchase  receivables.  Seller  shall  deliver to Buyer an
Invoice  Transmittal  with  respect to any  receivable  for which a request  for
purchase is made. An authorized representative of Seller shall sign each Invoice
Transmittal  delivered  to Buyer.  Buyer  shall be  entitled  to rely on all the
Information  provided by Seller to Buyer on or with the Invoice  Transmittal and
to rely on the signature on any Invoice  Transmittal as an authorized  signature
of Seller.

            2.2.  ACCEPTANCE OF  RECEIVABLES.  Buyer shall have no obligation to
purchase any receivable listed on an Invoice Transmittal. Buyer may exercise its
sole discretion In approving the credit of each Account Debtor before buying any
receivable.  Upon acceptance by Buyer of all or any of the receivables described
on any Invoice Transmittal,  Buyer shall pay to Seller 80(%) percent of the face
amount of each receivable  Buyer desires to purchase.  Such payment shall be the
"Advance" with respect to such receivable.  Buyer may, from time to time, In its
sole discretion,  change the percentage of the Advance.  Upon Buyer's acceptance
of the  receivable and payment to Seller of the Advance,  the  receivable  shall
become a  "Purchased  Receivable."  It shall be a condition to each Advance that

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(i) all of the  representations  and  warranties  set forth In Section 6 of this
Agreement  be true  and  correct  on and as of the date of the  related  Invoice
Transmittal  and on and as of the date of such  Advance as though made at and as
of each such date,  and (ii) no Event of Default or any event or condition  that
with notice,  lapse of time or otherwise  would  constitute  an Event of Default
shall have  occurred  and be  continuing,  or would  result  from such  Advance.
Notwithstanding  the  foregoing,  in no event shall the aggregate  amount of all
Purchased  Receivables  outstanding at any time exceed FIVE HUNDRED THOUSAND AND
NO/100******** Dollars ($500,000.00).

            2.3.  EFFECTIVENESS OF SALE TO BUYER. Effective upon Buyer's payment
of an Advance, and for and in consideration therefor and in consideration of the
covenants of this  Agreement,  Seller  hereby  absolutely  sells,  transfers and
assigns to Buyer,  all of  Seller's  right,  title and  interest  In and to each
Purchased  Receivable  and all  monies  due or which may  become  due on or with
respect to such Purchased Receivable.  Buyer shall be the absolute owner of each
Purchased Receivable. Buyer shall have, with respect to any goods related to the
Purchased Receivable,  all the rights and remedies of an unpaid seller under the
California  Uniform  Commercial  Code and other  applicable  law,  including the
rights of replevin, claim and delivery, reclamation and stoppage In transit.


            2.4.  ESTABLISHMENT OF A RESERVE. Upon the purchase by Buyer of each
Purchased Receivable,  Buyer shall establish a reserve. The reserve shall be the
amount by which the face amount of the Purchased  Receivable exceeds the Advance
on that Purchased Receivable (the "Reserve"); provided, the Reserve with respect
to all Purchased Receivables  outstanding at any one time shall be an amount not
less than 20(%) percent of the Account  Balance at that time and may be set at a
higher  percentage  at Buyer's  sole  discretion.  The  reserve  shall be a book
balance maintained on the records of Buyer and shall not be a segregated fund.

3.  COLLECTIONS, CHARGES AND REMITTANCES.

            3.1. COLLECTIONS. Upon receipt by Buyer of Collections,  Buyer shall
promptly credit such  Collections to Seller's  Account Balance on a daily basis;
provided,  that if Seller is in default under this Agreement,  Buyer shall apply
all  Collections  to Sellers  Obligations  hereunder in such order and manner as
Buyer may  determine.  If an item of collection is not honored or Buyer does not
receive  good funds for any reason,  the amount shall be included in the Account
Balance as if the  Collections  had not been received and Finance  Charges under
Section 3.2 shall accrue thereon.

            3.2. FINANCE CHARGES.  On each  Reconciliation Date Seller shall pay
to Buyer a finance  charge in an amount  equal to 2.00 (%)  percent per month of
the  average   daily  Account   Balance   outstanding   during  the   applicable
Reconciliation  Period (the "Finance  Charges").  Buyer shall deduct the accrued
Finance Charges from the Reserve as set forth In Section 3.7 below.

            3.3.  ADMINISTRATIVE  FEE. On each  Reconciliation Date Seller shall
pay to Buyer an  Administrative  Fee equal to .65 (%) percent of the face amount
of each Purchased  Receivable first purchased during that Reconciliation  Period
(the  "Administrative  Fee").  Seller shall pay to Buyer an  additional  .50 (%)
percent  Administrative  Fee on Purchased  Receivables whose Account Debtors are
Government Agencies.  Buyer shall deduct the Administrative Fee from the Reserve
as set forth in Section 3.7 below.

            3.4.  FACILITY FEE. A fully earned,  non-refundable  facility fee of
$1,000.00 shall be due upon execution of this Agreement

            3.5. PREPAYMENT FEE. A fully earned,  non-refundable  prepayment fee
of  $5,000.00  shall be due upon  voluntary  or  involuntary  payment in full of
Seller's  Obligations if the Obligations are paid in full within one year of the
date of this Agreement.

            3.6.  ACCOUNTING.  Buyer shall  prepare and send to Seller after the
close  of  business  for  each  Reconciliation  Period,  an  accounting  of  the
transactions  for  that  Reconciliation  Period,  including  the  amount  of all
Purchased Receivables,  all Collections,  adjustments,  Finance Charges, and the
Administrative Fee. The accounting shall be deemed correct and conclusive unless
Seller makes written  objection to Buyer within thirty (30) days after the Buyer
mails the accounting to Seller.

            3.7.  REFUND TO SELLER.  Provided  that there does not then exist an
Event of Default or any event or condition  that with  notice,  lapse of time or
otherwise would constitute an Event of Default,  Buyer shall refund to Seller by
check after the  Reconciliation  Date,  the amount,  if any, which Buyer owes to
Seller  at the end of the  Reconciliation  Period  according  to the  accounting
prepared  by Buyer for that  Reconciliation  Period (the  "Refund").  The Refund
shall be an amount equal to:

                    (A)  (1) The  Reserve   as  of   the   beginning   of  that
                         Reconciliation Period, PLUS
                         (2) the Reserve  created for each Purchased  Receivable
                         purchased during that Reconciliation Period, MINUS

                    (B) The total for that Reconciliation Period of:
                         (1) the Administrative Fee;
                         (2) Finance Charges;
                         (3) Adjustments;

                         (4) Repurchase  Amounts, to the extent Buyer has agreed
                         to accept payment thereof by deduction from the Refund;
                         (5) the Reserve for the Account Balance as of the first
                         day  of  the  following  Reconciliation  Period  in the
                         minimum percentage set forth in Section 2.4 hereof; and

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                         (6) all amounts due,  including  professional  fees and
                         expenses, as set forth In Section 12 for which oral or

written  demand  has been made by Buyer to  Seller  during  that  Reconciliation
Period to the extent  Buyer has agreed to accept  payment  thereof by  deduction
from the Refund.  In the event the formula set forth in this Section 3.7 results
in an amount due to Buyer from  Seller,  Seller  shall make such  payment in the
same manner as set forth in Section 4.3 hereof for  repurchases.  If the formula
set forth in this  Section  3.7  results in an amount due to Seller  from Buyer,
Buyer shall make such payment by check,  subject to Buyer's rights under Section
4.3 and Buyer's rights of offset and recoupment.

4.  RECOURSE AND REPURCHASE OBLIGATIONS.

            4.1.  RECOURSE.  Buyer's  acquisition of Purchased  Receivables from
Seller shall be with full recourse  against Seller.  In the vent the Obligations
exceed the amount of  Purchased  Receivables  and  Collateral,  Seller  shall be
liable for any deficiency.

            4.2. SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer
on  demand,  the full face  amount,  or any  unpaid  portion,  of any  Purchased
Receivable:

                    (A) which remains unpaid ninety (90) calendar days after the
                    Invoice date; or
                    (B) which is owed by any  Account  Debtor who has filed,  or
                    has had filed against it, any  bankruptcy  case,  assignment
                    for the benefit of  creditors,  receivership,  or insolvency
                    proceeding  or who has become  insolvent  (as defined in the
                    United  States  Bankruptcy  Code)  or who Is  generally  not
                    paying its debts as such debts become due; or
                    (C) with  respect  to which  there  has been any  breach  of
                    warranty or representation  set forth in Section 6 hereof or
                    any breach of any covenant contained in this Agreement; or
                    (D) with  respect to which the  Account  Debtor  asserts any
                    discount, allowance, return, dispute, counterclaim,  offset,
                    defense,  right of  recoupment,  right of  return,  warranty
                    claim, or short payment;

together with all reasonable  attorneys' and professional  fees and expenses and
all court costs incurred by Buyer in collecting such Purchased Receivable and/or
enforcing its rights under,  or collecting  amounts owed by Seller in connection
with, this Agreement (collectively, the "Repurchase Amount").

            4.3.  SELLER'S PAYMENT OF THE REPURCHASE AMOUNT OR Other AMOUNTS Due
BUYER.  When any  Repurchase  Amount or other amount owing to Buyer becomes due,
Buyer shall Inform  Seller of the manner of payment which may be any one or more
of THE following IN Buyer's sole DISCRETION:  (a) IN CASH  LIYIIIIEDLATELY  upon
DEMAND  therefor;  (b)  by  dellvety  of  substitute  Invoices  and  an  Invoice
Transmittal   acceptable  to  Buyer  which  shall  thereupon   become  Purchased
Receivables;  (c) by adjustment  to the Reserve  pursuant to Section 3.7 hereof;
(d) by deduction from or offset  against the Refund that would  otherwise be due
and payable to Seller-,  (e) by deduction from or offset against the amount that
otherwise  would be forwarded to Seller In respect of any further  Advances that
may be made by Buyer;  or (o by any  combination  of the  foregoing as Buyer may
from time to time choose.

            4.4.  SELLER'S  AGREEMENT TO REPURCHASE  ALL PURCHASED  RECEIVABLES.
Upon and after the occurrence of an Event of Default,  Seller shall, upon Buyers
demand (or, in the case of an Event of Default under  Section 9(B),  immediately
without notice or demand from Buyer)  repurchase  all the Purchased  Receivables
then outstanding,  or such portion thereof as Buyer may demand. Such demand may,
at Buyer's  option,  Include  and  Seller  shall pay to Buyer  Immediately  upon
demand,  cash In an amount equal to the Advance  with respect to each  Purchased
Receivable  then   outstanding   together  with  all  accrued  Finance  Charges,
Adjustments,  Administrative Fees, attorney's and professional fees, court costs
and expenses as provided for herein, and any other Obligations.  Upon receipt of
payment In full of the  Obligations,  Buyer shall  Immediately  Instruct Account
Debtors to pay Seller  directly,  and return to Seller any Refund due to Seller.
For the  purpose of  calculating  any Refund due under this  Section  only,  the
Reconciliation  Date  shall be deemed to be the date Buyer  receives  payment In
good funds of all the Obligations as provided in this Section 4.4.

            5. POWER OF ATTORNEY.  Seller does hereby irrevocably  appoint Buyer
and its successors and assigns as Seller's true and lawful attorney in fact, and
hereby  authorizes  Buyer,  regardless  of  whether  there  has been an Event of
Default, (a) to sell, assign,  transfer,  pledge,  compromise,  or discharge the
whole or any part of the Purchased Receivables; (b) to demand, collect, receive,
sue,  and give  releases to any  Account  Debtor for the monies due or which may
become due upon or with respect to the Purchased  Receivables and to compromise,
prosecute,  or defend any  action,  claim,  case or  proceeding  relating to the
Purchased  Receivables,  including  the  filing of a claim or the voting of such
claims In any bankruptcy case, all in Buyer's name or Sellers name, as Buyer may
choose;  (c) to  prepare,  file and sign  Seller's  name on any  notice,  claim,
assignment,  demand,  draft,  or notice of or satisfaction of lien or mechanics'
lien or similar  document with respect to Purchased  Receivables;  (d) to notify
all Account  Debtors  with  respect to the  Purchased  Receivables  to pay Buyer
directly;  (e) to receive, open, and dispose of all mail addressed to Seller for
the purpose of collecting  the Purchased  Receivables;  (f) to endorse  Seller's
name on any checks or other forms of payment on the Purchased  Receivables;  (g)
to  execute on behalf of Seller any and all  instruments,  documents,  financing
statements  and  the  like  to  perfect  Buyer's   interests  In  the  Purchased
Receivables  and  Collateral;  and (h) to do all acts and  things  necessary  or
expedient,  in furtherance  of any such  purposes.  If Buyer receives a check or
item which is payment for both a Purchased  Receivable  and another  receivable,
the funds shall  first be applied to the  Purchased  Receivable  and, so long as
there does not exist an Event of Default or an event that with notice,  lapse of
time or  otherwise  would  constitute  an Event of Default,  the excess shall be
remitted to Seller. Upon the occurrence and continuation of an

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Event of Default, all of the power of attorney rights granted by Seller to Buyer
hereunder shall be applicable with respect to all Purchased  Receivables and all
Collateral.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS.

            6.1.  RECEIVABLES'  WARRANTIES,  REPRESENTATIONS  AND COVENANTS.  To
induce Buyer to buy receivables  and to render its services to Seller,  and with
full  knowledge  that the truth and accuracy of the  following  are being relied
upon by the Buyer in  determining  whether to accept  receivables  as  Purchased
Receivables, Seller represents,  warrants, covenants and agrees, with respect to
each  Invoice  Transmittal  delivered  to Buyer  and each  receivable  described
therein, that:

                    (A)  Seller is the  absolute  owner of each  receivable  set
                    forth in the Invoice Transmittal and has full legal right to
                    sell, transfer and assign such receivables;
                    (B) The correct amount of each receivable Is as set forth In
                    the Invoice Transmittal and is not In dispute;
                    (C) The payment of each  receivable is not  contingent  upon
                    the  fulfillment  of any  obligation  or  contract,  past or
                    future and any and all  obligations  required  of the Seller
                    have  been   fulfilled   as  of  the  date  of  the  Invoice
                    Transmittal;
                    (D) Each receivable set forth on the Invoice  Transmittal is
                    based  on an  actual  sale  and  delivery  of  goods  and/or
                    services  actually  rendered,  is presently due and owing to
                    Seller,  Is  not  past  due  or In  default,  has  not  been
                    previously sold, assigned,  transferred,  or pledged, and Is
                    free  of  any  and  all  liens,   security   interests   and
                    encumbrances   other  than  liens,   security  Interests  or
                    encumbrances  In favor of Buyer  or any  other  division  or
                    affiliate of Silicon Valley Bank;
                    (E) There are no defenses, offsets, or counterclaims against
                    any of the receivables, and no agreement has been made under
                    which  the  Account   Debtor  may  claim  any  deduction  or
                    discount,   except  as  otherwise   stated  in  the  Invoice
                    Transmittal;
                    (F) Each Purchased  Receivable  shall be the property of the
                    Buyer and shall be collected by Buyer, but if for any reason
                    it should be paid to Seller,  Seller shall  promptly  notify
                    Buyer of such  payment,  shall hold any checks,  drafts,  or
                    monies so received  in trust for the  benefit of Buyer,  and
                    shall promptly transfer and deliver the same to the Buyer;
                    (G) Buyer shall have the right of endorsement,  and also the
                    right to  require  endorsement  by Seller,  on all  payments
                    received in connection  with each  Purchased  Receivable and
                    any proceeds of Collateral;
                    (H) Seller,  and to Seller's  best  knowledge,  each Account
                    Debtor set forth in the Invoice  Transmittal,  are and shall
                    remain  solvent as that term is defined In the United States
                    Bankruptcy Code and the California  Uniform Commercial Code,
                    and no such Account Debtor has filed or had filed against it
                    a voluntary  or  involuntary  petition  for relief under the
                    United States Bankruptcy Code;
                    (I) Each  Account  Debtor  named on the Invoice  Transmittal
                    will not object to the  payment  for,  or the quality or the
                    quantity of the  subject  matter of, the  receivable  and is
                    liable for the amount set forth on the Invoice Transmittal;
                    (J) Each Account  Debtor shall  promptly be notified,  after
                    acceptance by Buyer, that the Purchased  Receivable has been
                    transferred to and is payable to Buyer, and Seller shall not
                    take or permit any action to countermand such  notification;
                    and
                    (K) All receivables forwarded to and accepted by Buyer after
                    the date hereof, and thereby becoming Purchased Receivables,
                    shall  comply  with  each  and  every  one of the  foregoing
                    representations,   warranties,   covenants  and   agreements
                    referred to above in this Section 6.1.

6.2. ADDITIONAL  WARRANTIES,  REPRESENTATIONS AND COVENANTS.  In addition to the
foregoing  warranties,  representations  and  covenants,  to induce Buyer to buy
receivables  and to render its  services to Seller,  Seller  hereby  represents,
warrants, covenants and agrees that:

                    (A) Seller will not assign,  transfer,  sell,  or grant,  or
                    permit  any  lien  or  security  interest  in any  Purchased
                    Receivables or Collateral to or in favor of any other party,
                    without Buyer's prior written consent;
                    (B) The Sellers name, form of organization,  chief executive
                    office,  and the place  where  the  records  concerning  all
                    Purchased  Receivables  and Collateral are kept is set forth
                    at the  beginning of this  Agreement,  Collateral is located
                    only at the  location  set  forth in the  beginning  of this
                    Agreement, or, if located at any additional location, as set
                    forth on a schedule  attached to this Agreement,  and Seller
                    will give  Buyer at least  thirty  (30) days  prior  written
                    notice if such name, organization, chief executive office or
                    other   locations  of  Collateral   or  records   concerning
                    Purchased  Receivables or Collateral is changed or added and
                    shall  execute any  documents  necessary to perfect  Buyer's
                    interest in the Purchased Receivables and the Collateral;
                    (C) Seller shall (i) pay all of Its normal gross payroll for
                    employees, and all federal and state taxes, as and when due,
                    including  without  limitation  all payroll and  withholding
                    taxes and state sales  taxes;  (ii)  deliver at any time and
                    from time to time at Buyers request,  evidence  satisfactory
                    to Buyer that all such  amounts have been paid to the proper
                    taxing authorities; and (iii) If requested by Buyer, pay its
                    payroll and related taxes  through a bank or an  Independent
                    payroll s6rvice acceptable to Buyer.
                    (D) Seller has not, as of the time Seller  delivers to Buyer
                    an Invoice Transmittal, or as of the time Seller accepts any
                    Advance  from Buyer,  filed a voluntary  petition for relief
                    under the United States Bankruptcy Code or had filed against
                    it an involuntary petition for relief;
                    (E) If  Seller  owns,  holds  or has any  interest  in,  any
                    copyrights (whether registered, or unregistered), patents or
                    trademarks,  and  licenses  of any of  the  foregoing,  such
                    interest  has been  disclosed  to Buyer and is  specifically
                    listed and identified on a schedule to this  Agreement,  and
                    Seller shall  immediately  notify Buyer if Seller  hereafter
                    obtains any Interest In any additional copyrights,  patents,
                    trademarks or licenses that are  significant in value or are
                    material to the conduct of its business; and

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                    (F) Seller shall provide Buyer with a Compliance Certificate
                    (i) on a  quarterly  basis to be  received by Buyer no later
                    than the fifth calendar day following each calendar quarter,
                    and;  (ii)  on a more  frequent  or  other  basis  if and as
                    requested by Buyer.

            7.   ADJUSTMENTS.   In  the   event  of  a  breach  of  any  of  the
representations,  warranties,  or covenants  set forth in Section 6.1, or In the
event any Adjustment or dispute is asserted by any Account Debtor,  Seller shall
promptly advise Buyer and shall,  subject to the Buyer's approval,  resolve such
disputes and advise  Buyer of any  adjustments.  Unless the  disputed  Purchased
Receivable  is  repurchased  by Seller and the full  Repurchase  Amount is paid,
Buyer shall  remain the  absolute  owner of any  Purchased  Receivable  which is
subject to Adjustment or repurchase under Section 4.2 hereof,  and any rejected,
returned,  or recovered  personal  property,  with the right to take  possession
thereof  at any time.  If such  possession  is not taken by Buyer,  Seller is to
resell it for Buyer's account at Seller's expense with the proceeds made payable
to Buyer. While Seller retains  possession of said returned goods,  Seller shall
segregate said goods and mark them "property of Silicon Valley Bank."

            8. SECURITY  INTEREST.  To secure the prompt payment and performance
to Buyer of all of the  Obligations,  Seller hereby grants to Buyer a continuing
lien upon and  security  interest  in all of Settees now  existing or  hereafter
arising rights and interest in the  following,  whether now owned or existing or
hereafter created, acquired, or arising, and wherever located (collectively, the
"Collateral"):
                    (A) All  accounts,  receivables,  contract  rights,  chattel
                    paper,  instruments,  documents,  letters of credit, bankers
                    acceptances,  drafts, checks, cash, securities,  and general
                    Intangibles  (including,  without  limitation,  all  claims,
                    causes of action,  deposit accounts,  guaranties,  rights in
                    and claims under  insurance  policies  (including  rights to
                    premium  refunds),   rights  to  tax  refunds,   copyrights,
                    patents, trademarks, rights in and under license agreements,
                    and all other intellectual property);
                    (B) All inventory, Including Seller's rights to any returned
                    or rejected  goods,  with  respect to which Buyer shall have
                    all the rights of any unpaid seller, including the rights of
                    replevin, claim and delivery,  reclamation,  and stoppage in
                    transit;
                    (C) All  monies,  refunds  and  other  amounts  due  Seller,
                    including, without limitation, amounts due Seller under this
                    Agreement   (including   Seller's   right  of   offset   and
                    recoupment);
                    (D)  All  equipment,  machinery,   furniture,   furnishings,
                    fixtures, tools, supplies and motor vehicles;
                    (E) All farm products,  crops, timber, minerals and the like
                    (including oil and gas);
                    (F) All accessions to,  substitutions  for, and replacements
                    of, all of the foregoing;
                    (G)  All  books  and  records   pertaining  to  all  of  the
                    foregoing; and
                    (H) All proceeds of the foregoing,  whether due to voluntary
                    or involuntary disposition, including insurance proceeds.

                    Seller  is not  authorized  to  sell,  assign,  transfer  or
otherwise convey any Collateral  without Buyer's prior written  consent,  except
for the sale of finished  Inventory  In the Sellers  usual  course of  business.
Seller agrees to sign UCC financing  statements,  in a form acceptable to Buyer,
and any other Instruments and documents requested by Buyer to evidence, perfect,
or protect the Interests of Buyer In the Collateral. Seller agrees to deliver to
Buyer the originals of all instruments,  chattel paper and documents  evidencing
or related to Purchased Receivables and Collateral.

9. DEFAULT.  The occurrence of any one or more of the following shall constitute
an Event of Default hereunder.
                    (A) Seller falls to pay any amount owed to Buyer as and when
                    due;
                    (B)  There  shall be  commenced  by or  against  Seller  any
                    voluntary  or  Involuntary  case  under  the  United  States
                    Bankruptcy  Code,  or any  assignment  for  the  benefit  of
                    creditors, or appointment of a receiver or custodian for any
                    of its assets;
                    (C)  Seller  shall  become  insolvent  in that its debts are
                    greater  than the fair  value of its  assets,  or  Seller is
                    generally not paying its debts as they become due or is left
                    with unreasonably small capital;
                    (D) Any  involuntary  lien,  garnishment,  attachment or the
                    like  is  issued   against  or  attaches  to  the  Purchased
                    Receivables or any Collateral;

                    (E) Seller shall breach any covenant,  agreement,  warranty,
                    or  representation  set  forth  herein,  and the same is not
                    cured to Buyers  satisfaction  within  ten (10)  days  after
                    Buyer has  given  Seller  oral or  written  notice  thereof;
                    provided, that if such breach is incapable of being cured it
                    shall constitute an immediate default hereunder;

                    (F) Seller is not in  compliance  with,  or  otherwise is in
                    default  under,  any  term of any  document,  instrument  or
                    agreement evidencing a debt,  obligation or liability of any
                    kind or character of Seller, now or hereafter  existing,  in
                    favor of Buyer  or any  division  or  affiliate  of  Silicon
                    Valley Bank,  regardless of whether such debt, obligation or
                    liability  is  direct or  Indirect,  primary  or  secondary,
                    joint, several or joint and several, or fixed or contingent,
                    together  with any and all renewals and  extensions  of such
                    debts, obligations and liabilities, or any part thereof;

                    (G) An event of  default  shall  occur  under  any  guaranty
                    executed by any  guarantor of the  Obligations  of Seller to
                    Buyer under this Agreement, or any material provision of any
                    such  guaranty  shall  for any  reason  cease to be valid or
                    enforceable  or any such  guaranty  shall be  repudiated  or
                    terminated, Including by operation of law;

                    (H) A default  or event of  default  shall  occur  under any
                    agreement between Seller and any creditor of Seller that has
                    entered into a subordination agreement with Buyer; or

                    (I) Any  creditor  that  has  entered  into a  subordination
                    agreement with Buyer shall breach any of the terms of or not
                    comply with such subordination agreement.

10.  REMEDIES UPON  DEFAULT.  Upon the  occurrence  of an Event of Default,  (1)
without  implying  any  obligation  to buy  receivables,  Buyer may cease buying
receivables or extending any financial  accommodations  to Seller;  (2) all or a

                                                                               5
<PAGE>

portion of the Obligations  shall be, at the option of and upon demand by Buyer,
or with respect to an Event of Default described in Section 9(B),  automatically
and without notice or demand,  due and payable in full; and (3) Buyer shall have
and may  exercise  all the rights and remedies  under this  Agreement  and under
applicable  law,  including the rights and remedies of a secured party under the
California  Uniform  Commercial Code, all the power of attorney rights described
in Section 5 with respect to all Collateral,  and the right to collect,  dispose
of,  sell,  lease,  use,  and realize  upon all  Purchased  Receivables  and all
Collateral in any commercial  reasonable manner. Seller and Buyer agree that any
notice of sale  required to be given to Seller shall be deemed to be  reasonable
if given five (5) days prior to the date on or after which the sale may be held.
In the event  that the  Obligations  are  accelerated  hereunder,  Seller  shall
repurchase all of the Purchased Receivables as set forth in Section 4.4.

11. ACCRUAL OF INTEREST. IF any amount owed by Seller hereunder Is not paid when
due, Including,  without  limitation,  amounts due under Section 3.7, Repurchase
Amounts,  amounts due under Section 12, and any other Obligations,  such amounts
shall  bear  Interest  at a per annum  rate  equal to the per annum  rate of the
Finance  Charges until the earlier of (I) payment in good funds or (ii) entry of
a final  judgment  thereof,  at which  time the  principal  amount  of any money
judgment remaining unsatisfied shall accrue interest at the highest rate allowed
by applicable law.

12.  FEES,  COSTS AND  EXPENSES;  INDEMNIFICATION.  The Seller will pay to Buyer
immediately  upon  demand  all  fees,  costs  and  expenses  (including  fees of
attorneys and  professionals  and their costs and expenses) that Buyer incurs or
may from  time to time  impose  in  connection  with any of the  following:  (a)
preparing, negotiating, administering, and enforcing this Agreement or any other
agreement executed in connection herewith, Including any amendments,  waivers or
consents In connection with any of the foregoing,  (b) any litigation or dispute
(whether instituted by Buyer, Seller or any other person) In any way relating to
the Purchased Receivables, the Collateral, this Agreement or any other agreement
executed In connection  herewith or 'Herewith,  (d) enforcing any rights against
Seller or any guarantor,  or any Account Debtor, (e) protecting or enforcing Its
Interest in the Purchased  Receivables  or the  Collateral,  (f)  collecting the
Purchased  Receivables and the Obligations,  and (g) the representation of Buyer
in  connection  with any  bankruptcy  case or  Insolvency  proceeding  Involving
Seller,  any Purchased  Receivable,  the Collateral,  any Account Debtor, or any
guarantor.  Seller shall  Indemnify and hold Buyer harmless from and against any
and all claims, actions, damages, costs, expenses, and liabilities of any nature
whatsoever arising in connection with any of the foregoing.

13. SEVERABILITY,  WAIVER, AND CHOICE OF LAW. In the event that any provision of
this  Agreement  is deemed  Invalid  by reason of law,  this  Agreement  will be
construed as not  containing  such  provision and the remainder of the Agreement
shall remain in full force and effect.  Buyer retains all of its rights, even if
it makes an  Advance  after an Event of  Default.  If Buyer  waives  an Event of
Default,  it may enforce a later Event of Default.  Any consent or waiver under,
or amendment of, this Agreement must be in writing. Nothing contained herein, or
any action  taken or not taken by Buyer at any time,  shall be  construed at any
time to be indicative of any  obligation or  willingness on the part of Buyer to
amend  this  Agreement  or to grant to Seller  any  waivers  or  consents.  This
Agreement has been  transmitted by Seller to Buyer at Buyers office in the State
of  California  and has been  executed  and  accepted  by Buyer in the  State of
California.  This Agreement  shall be governed by and  interpreted in accordance
with the internal laws of the State of California.

14. ACCOUNT COLLECTION  SERVICES.  Certain Account Debtors may require or prefer
that all of Seller's  receivables be paid to the same address  and/or party,  or
Seller and Buyer may agree that all receivables  with respect to certain Account
Debtors  be paid to one  party.  In such  event  Buyer and Seller may agree that
Buyer  shall  collect  all  receivables  whether  owned by  Seller  or Buyer and
(provided  that there does not then exist an Event of Default or event that with
notice,  lapse or time or otherwise  would  constitute an Event of Default,  and
subject to Buyer's rights In the Collateral) Buyer agrees to remit to Seller the
amount of the  receivables  collections  it receives with respect to receivables
other than  Purchased  Receivables.  It is understood  and agreed by Seller that
this Section does not Impose any  affirmative  duty on Buyer to do any act other
than to turn  over  such  amounts.  All such  receivables  and  collections  are
Collateral and In the event of Seller's default  hereunder,  Buyer shall have no
duty to remit  collections of Collateral  and may apply such  collections to the
obligations  hereunder  and Buyer shall have the rights of a secured party under
the California Uniform Commercial Code.

15. NOTICES.  All notices shall be given to Buyer and Seller at the addresses or
faxes set forth on the first page of this  Agreement and shall be deemed to have
been  delivered  and  received:  (a) if mailed,  three (3)  calendar  days after
deposited in the United States mail, first class, postage pre-paid,  (b) one (1)
calendar day after deposit with an overnight mail or messenger  service;  or (c)
on the same date of confirmed  transmission if sent by hand delivery,  telecopy,
telefax or telex.

16. JURY TRIAL.  SELLER AND BUYER EACH HEREBY (a) WAIVE THEIR RESPECTIVE  RIGHTS
TO A JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,  ANY  RELATED  AGREEMENTS,  OR ANY OF THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY; (b) RECOGNIZE AND AGREE THAT THE FOREGOING WAIVER CONSTITUTES
A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT; AND (c) REPRESENT AND
WARRANT  THAT IT HAS  REVIEWED  THIS  WAIVER,  HAS  DETERMINED  FOR  ITSELF  THE
NECESSITY  TO  REVIEW  THE SAME  WITH  ITS  LEGAL  COUNSEL,  AND  KNOWINGLY  AND
VOLUNTARILY WAIVES ALL RIGHTS TO A JURY TRIAL.

17. TERM AND  TERMINATION.  The term of this Agreement shall be for one (1) year
from the date hereof,  and from year to year  thereafter  unless  terminated  in
writing  by Buyer or  Seller.  Seller  and  Buyer  shall  each have the right to
terminate  this  Agreement  at any  time.  Notwithstanding  the  foregoing,  any
termination of this Agreement shall not affect Buyers  security  interest in the
Collateral  and  Buyer's  ownership  of  the  Purchased  Receivables,  and  this
Agreement  shall  continue  to be  effective,  and Buyer's  rights and  remedies
hereunder shall survive such  termination,

                                                                               6
<PAGE>

until all  transactions  entered Into and Obligations  Incurred  hereunder or in
connection herewith have been completed and satisfied in full,

18. TITLES AND SECTION HEADINGS. The titles and section headings used herein are
for convenience only and shall not be used in interpreting this Agreement.






19. OTHER  AGREEMENTS.  The terms and  provisions  of this  Agreement  shall not
    adversely  affect the rights of Buyer or any other  division or affiliate of
    Silicon Valley Bank under any other document,  instrument or agreement.  The
    terms of such other  documents,  instruments and agreements  shall remain in
    full force and effect  notwithstanding  the execution of this Agreement.  In
    the event of a conflict  between any  provision  of this  Agreement  and any
    provision of any other document,  Instrument or agreement  between Seller on
    the one hand, and Buyer or any other division or affiliate of Silicon Valley
    Bank on the other hand,  Buyer shall determine In Its sole discretion  which
    provision shall apply.  Seller  acknowledges  specifically that any security
    agreements,  liens and/or security  interests  currently securing payment of
    any  obligations of Seller owing to Buyer or any other division or affiliate
    of  Silicon  Valley  Bank  also  secure  Seller's   obligations  under  this
    Agreement,  and are valid and subsisting  and are not adversely  affected by
    execution  of this  Agreement.  Seller  further  acknowledges  that  (a) any
    collateral under other  outstanding  security  agreements or other documents
    between  Seller  and Buyer or any other  division  or  affiliate  of Silicon
    Valley Bank secures the obligations of Seller under this Agreement and (b) a
    default by Seller under this  Agreement  constitutes  a default  under other
    outstanding  agreements  between  Seller and Buyer or any other  division or
    affiliate of Silicon Valley Bank.

    IN  WITNESS  WHEREOF,  Seller and Buyer have executed this  Agreement on the
    day and year above written.

     SELLER:      AGRITOPE, INC.



By      /s/ Gilbert N. Miller
------------------------------------------
            Gilbert N. Miller
Title       Executive Vice President
------------------------------------------


BUYER: SILICON VALLEY BANK


By    /s/ Don Chandler
------------------------------------------
          Don Chandler

Title     Vice President
------------------------------------------