AMENDED AND RESTATED UNIT PURCHASE AGREEMENT





                                             Between



AGRITOPE, INC. ("Agritope")                  VILMORIN CLAUSE & CIE ("Purchaser")

        16160 SW Upper Boones Ferry Rd.      Rue Limagrain

        Portland, Oregon  97224              B.P. 1

        Fax: (503) 670-7703                  63720 Chappes

                                             France

                                             Fax (33) 473 63 40 04



         Purchaser  agrees to purchase,  and Agritope agrees to sell, units (the
"Units"),  each Unit consisting of four (4) shares of Series A Preferred  Stock,
$.01 par value per share, of Agritope and one five-year  warrant to purchase one
(1) share of such Series A Preferred  Stock at an exercise  price of U.S.  $7.00
per share, on the terms and conditions stated in this Unit Purchase Agreement:



         1.       NUMBER OF UNITS:  125,000


         2.       TOTAL PURCHASE PRICE AT U.S.$20.00 PER UNIT:  U.S. $2,500,000


         3.       DOMICILE OF PURCHASER:  France

         (Country of organization,  if a corporation or other entity; country of
         residence, if an individual.)



4.       WAIVER  OF  PREEMPTIVE  RIGHTS:  Subsequent  to its  purchase  of Units
         hereunder,  Purchaser  intends  to sell  37,500 of such Units to Hazera
         Quality Seeds Ltd., an Israeli corporation  ("Hazera").  Purchaser,  as
         the current  holder of all issued  shares of Series A Preferred  Stock,
         hereby waives any and all preemptive  rights to the extent the same may
         be  applicable   (including   those  described  in  Section  7  of  the
         Certificate  of  Designation,  Preferences  and  Rights of the Series A
         Preferred  Stock  of  Agritope,  Inc.)  with  respect  to such sales to
         Hazera, and hereby consents to such sale.


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5.       EXHIBITS. The following exhibits are part of this Unit Purchase
         Agreement:



                           Exhibit A:  General Terms

                           Exhibit B:  Certain Definitions under Regulation S

                           Exhibit C:  Rights to Acquire Shares

                           Exhibit D:  Certificate of Designation

                           Exhibit E:  Form of Warrant



6.       THIRD PARTY  BENEFICIARY:  Agritope and Purchaser  specifically  intend
         that  Hazera  shall  benefit  from and have the  right to  enforce  the
         registration  rights  provided  in  Article V of Exhibit A to this Unit
         Purchase Agreement.



         Dated:     September 16, 1999



                                     AGRITOPE, INC.     VILMORIN CLAUSE & CIE

                                          (Agritope)                 (Purchaser)



     By  /s/ Adolph J. Ferro                 By /s/ Pierre Lefebvre
       -----------------------------         -----------------------------------

        Adolph J. Ferro                       Pierre Lefebvre

        Chief Executive Officer               President and Chief Executive
                                              Officer




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<PAGE>



                                    EXHIBIT A

                             UNIT PURCHASE AGREEMENT

                                  GENERAL TERMS




NEITHER  THE  SHARES OF SERIES A  PREFERRED  STOCK NOR THE  WARRANTS  BEING SOLD
PURSUANT TO THIS  AGREEMENT  NOR THE UNITS  THEREOF,  NOR THE SHARES OF SERIES A
PREFERRED  STOCK OR COMMON STOCK ISSUABLE UPON EXERCISE OF SUCH WARRANTS OR UPON
CONVERSION OF THE SERIES A PREFERRED STOCK HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT").  SUCH SHARES,  WARRANTS,
AND UNITS MAY NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED, OR OTHERWISE DISPOSED
OF, IN WHOLE OR IN PART,  DIRECTLY OR  INDIRECTLY,  IN THE UNITED STATES OR TO A
U.S.  PERSON,  AS SUCH  TERMS ARE  DEFINED  IN  REGULATION  S UNDER THE 1933 ACT
("REGULATION  S"), UNLESS (i) THE  TRANSACTION IS REGISTERED  UNDER THE 1933 ACT
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE,  TERRITORY OR POSSESSION OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA  ("STATE  ACT"),  OR (ii) AN EXEMPTION
FROM  REGISTRATION  UNDER THE 1933 ACT AND ANY APPLICABLE STATE ACT IS AVAILABLE
AND THE ISSUER HAS  RECEIVED  AN  OPINION OF COUNSEL TO SUCH  EFFECT  REASONABLY
SATISFACTORY TO IT.




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<PAGE>


                                TABLE OF CONTENTS


ARTICLE I.           PURCHASE AND SALE OF UNITS ...........................    1
       1.1           Sale of Units ........................................    1
       1.2           Payment and Delivery .................................    1

ARTICLE II.          CLOSING ..............................................    2
       2.1.          Closing ..............................................    2
       2.2           Actions at Closing ...................................    2

ARTICLE III.         RESTRICTIONS ON TRANSFER .............................    2
       3.1           General ..............................................    2
       3.2           Certificate Legends ..................................    3

ARTICLE IV.          INVESTMENT MATTERS ...................................    3
       4.1           Investment Representations ...........................    3
       4.2           Certain Restrictions .................................    4
       4.3           Disclosure Documents .................................    4

ARTICLE V.           REGISTRATION RIGHTS ..................................    5
       5.1           Definitions ..........................................    5
       5.2           Requested Registration ...............................    5
       5.3           Registration Procedure ...............................    5
       5.4           Deferral for Material Events .........................    6
       5.5           Furnish Information; Expenses ........................    6
       5.6           Expenses of Registration .............................    6
       5.7           Indemnification ......................................    7

ARTICLE VI.          REPRESENTATIONS AND WARRANTIES OF AGRITOPE ...........    9
       6.1           Organization, Etc. ...................................    9
       6.2           Authority ............................................    9
       6.3           Capitalization .......................................    9
       6.4           Valid Issuance; Title ................................    9
       6.5           Disclosure Documents .................................   10
       6.6           Tax Matters ..........................................   10
       6.7           Assets Needed for Business ...........................   10
       6.8           Litigation and Other Contingent Liabilities ..........   10
       6.9           Absence of Certain Adverse Effects ...................   10
       6.10          No Brokers ...........................................   10
       6.11          Disclosure ...........................................   10


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<PAGE>

ARTICLE VII.         REPRESENTATIONS AND WARRANTIES OF PURCHASER ..........   11
       7.1           Corporate Existence; Execution and Performance of
                     Agreement ............................................   11
       7.2           Binding Obligations; Due Authorization ...............   11
       7.3           No Brokers ...........................................   11
       7.4           Litigation ...........................................   11
       7.5           Disclosure ...........................................   11
       7.6           Access ...............................................   11

ARTICLE VIII.        CONDITIONS ...........................................   12
       8.1           Conditions Precedent to Obligations of Purchaser .....   12
       8.2           Conditions Precedent to Obligations of Agritope ......   13

ARTICLE IX.          OTHER MATTERS ........................................   13
       9.1           Notices ..............................................   13
       9.2           Amendments and Waiver ................................   14
       9.3           Expenses .............................................   14
       9.4           Headings .............................................   14
       9.5           Counterparts .........................................   14
       9.6           Parties in Interest; Assignment ......................   14
       9.7           Entire Agreement .....................................   14
       9.8           Severability .........................................   14
       9.9           Attorney Fees ........................................   15
       9.10          Survival .............................................   15
       9.11          Form of Public Disclosures ...........................   15
       9.12          Cumulative Rights and Remedies .......................   15
       9.13          No Third-Party Beneficiaries .........................   15
       9.14          Dispute Resolution ...................................   15
       9.15          Governing Law ........................................   16


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<PAGE>




                             UNIT PURCHASE AGREEMENT

                                  GENERAL TERMS



                                    RECITALS

         A.       Agritope  is a  publicly-traded  corporation  with  authorized
capital of 30,000,000  shares of common stock  ("Common  Stock") and  10,000,000
shares  of  preferred  stock  subject  to  designation  by  Agritope's  Board of
Directors  pursuant to Agritope's  certificate  of  incorporation.  The Board of
Directors has designated a series of preferred stock having 1,000,000 authorized
shares  pursuant  to the  Certificate  of  Designation  in the form set forth in
Exhibit D to this Unit Purchase Agreement (the "Series A Preferred Stock").

         B.       Purchaser  wishes to  invest in  Agritope  (or,  if  Purchaser
already owns shares in Agritope,  to increase  such  investment)  by  purchasing
Units (the "Unit(s)"),  each consisting of four (4) shares of Series A Preferred
Stock (the "Purchased Shares") and a Warrant to purchase one (1) share of Series
A  Preferred  Stock  (the  "Warrant(s)").  The  number of Units to be  purchased
hereunder is provided in the cover page of the Unit Purchase  Agreement of which
these General Terms are a part. Purchaser intends to hold the Series A Preferred
Stock  purchased  hereunder  or  issuable  upon  exercise of the  Warrants  (the
"Warrant Shares")  (collectively the Purchased Shares and the Warrant Shares are
referred to herein as the  "Preferred  Shares"),  and the shares of Common Stock
issuable upon conversion of the Preferred Shares, for investment.

                                    AGREEMENT

         The parties agree as follows:

                                   ARTICLE I.
                           PURCHASE AND SALE OF UNITS

1.1      SALE OF UNITS

         Upon the terms and conditions of this  Agreement,  Agritope shall issue
and sell the Units to  Purchaser  and  Purchaser  shall  purchase the Units from
Agritope for the total  purchase  price listed on the cover page (the  "Purchase
Price").

1.2      PAYMENT AND DELIVERY

         On the Closing  date,  Purchaser  shall pay the Purchase  Price by wire
transfer  in United  States  dollars to  Agritope.  At Closing,  Agritope  shall
deliver to the Purchaser stock  certificates  representing  the Purchased Shares
and a Warrant in the form of Exhibit E to this Unit Purchase Agreement, covering
a number of Warrant Shares equal to the number of Units  purchased  hereunder by
the Purchaser and providing for an Expiration  Date (as defined  therein) on the
fifth anniversary of the Closing date (the "Purchaser's Warrant").


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<PAGE>

                                   ARTICLE II.
                                     CLOSING

2.1.     CLOSING

         The sale of the Units shall be consummated at a closing (the "Closing")
on or before the third  business  day after  Agritope  notifies  Purchaser  that
Agritope  is  prepared to close such sale,  subject to the  satisfaction  of the
conditions  stated in Article  VIII below which are to be satisfied at or before
Closing.

2.2      ACTIONS AT CLOSING

         At the Closing:

                  (a)    The Purchaser  shall pay Agritope the Purchase Price by
         wire transfer in United States dollars.

                  (b)    Agritope shall  deliver to Purchaser stoc  certificates
         representing the Purchased Shares.

                  (c)    Agritope shall  deliver  to Purchaser  the  Purchaser's
         Warrant.

                  (d)    Agritope  shall  deliver  to  Purchaser  an  opinion of
         Agritope's counsel as described in Section 8.1(e) below.

                  (e)    The  parties  shall  take  all  other actions that they
         deem  necessary or desirable to consummate the purchase and sale of the
         Units hereunder.

                                  ARTICLE III.
                            RESTRICTIONS ON TRANSFER

3.1      GENERAL

                  (a)    PURCHASER  SHALL  NOT  SELL, OFFER  TO SELL, PLEDGE, OR
         OTHERWISE  TRANSFER  ANY  PREFERRED  SHARES OR ANY  SHARES OF  AGRITOPE
         COMMON  STOCK  ISSUED  UPON  CONVERSION  OF THE  PREFERRED  SHARES (THE
         "CONVERSION  SHARES") TO ANY OTHER PERSON EXCEPT IN ACCORDANCE WITH THE
         PROVISIONS  OF  REGULATION  S AS IN  EFFECT  ON THE  DATE OF  TRANSFER,
         PURSUANT  TO  REGISTRATION  UNDER  THE  1933  ACT,  OR  PURSUANT  TO AN
         AVAILABLE  EXEMPTION  FROM  REGISTRATION.   AGRITOPE  SHALL  REFUSE  TO
         REGISTER ON ITS BOOKS ANY PURPORTED  TRANSFER MADE IN VIOLATION OF THIS
         SECTION 3.1, AND ANY SUCH PURPORTED TRANSFER SHALL BE VOID.

                  (b)    PURCHASER  SHALL NOT ENGAGE IN ANY HEDGING TRANSACTIONS
         INVOLVING  THE  PREFERRED  SHARES OR THE  CONVERSION  SHARES  UNLESS IN
         COMPLIANCE WITH THE 1933 ACT.

                  (c)    NEITHER  THE PREFERRED SHARES, THE  CONVERSION  SHARES,
         NOR PURCHASER'S  WARRANT HAVE BEEN  REGISTERED  UNDER


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<PAGE>

         THE 1933 ACT. THE PREFERRED  SHARES,  CONVERSION SHARES AND PURCHASER'S
         WARRANT MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE
         DISPOSED OF, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED
         STATES OR TO A U.S.  PERSON (AS SUCH TERMS ARE DEFINED IN  REGULATION S
         UNDER THE 1933 ACT), UNLESS (i) THE TRANSACTION IS REGISTERED UNDER THE
         1933  ACT AND ANY  APPLICABLE  STATE  ACT,  OR (ii) AN  EXEMPTION  FROM
         REGISTRATION  UNDER  THE  1933  ACT AND  ANY  APPLICABLE  STATE  ACT IS
         AVAILABLE  AND THE  ISSUER HAS  RECEIVED  AN OPINION OF COUNSEL TO SUCH
         EFFECT REASONABLY SATISFACTORY TO IT.

                  (d)    Purchaser  agrees to be  bound by and  comply  with all
         restrictions  provided  for  in  this  Agreement  on  transfer  of  the
         Preferred Shares, the Conversion  Shares,  and Purchaser's  Warrant and
         further  agrees  that it shall not  offer,  sell,  transfer,  pledge or
         otherwise  dispose of the Preferred  Shares,  the Conversion  Shares or
         Purchaser's Warrant in violation of any applicable  securities or other
         laws and regulations of a governmental  authority  having  jurisdiction
         over such disposition.

3.2      CERTIFICATE LEGENDS

         Certificates for the Preferred  Shares and the Conversion  Shares shall
bear substantially the following legends:

                  "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES  ACT OF  1933,  AS  AMENDED  ("1933  ACT"),  AND  MAY NOT BE
         OFFERED, SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF, IN WHOLE
         OR IN PART,  DIRECTLY  OR  INDIRECTLY,  UNLESS (i) THE  TRANSACTION  IS
         EFFECTED IN  ACCORDANCE  WITH THE  PROVISIONS OF REGULATION S UNDER THE
         1933 ACT, (ii) THE TRANSACTION IS REGISTERED UNDER THE 1933 ACT AND ANY
         APPLICABLE SECURITIES LAWS OF ANY STATE, TERRITORY OR POSSESSION OF THE
         UNITED STATES OR THE DISTRICT OF COLUMBIA  ("STATE  ACT"),  OR (iii) AN
         EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE
         ACT IS  AVAILABLE  AND THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL TO
         SUCH EFFECT REASONABLY SATISFACTORY TO IT."

                  "HEDGING  TRANSACTIONS  INVOLVING  THESE  SHARES  MAY  NOT  BE
         CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT."

                                   ARTICLE IV.
                               INVESTMENT MATTERS

4.1      INVESTMENT REPRESENTATIONS

         Purchaser represents and warrants to Agritope as follows:

                  (a)    DOMICILE.  PURCHASER IS NOT A U.S. PERSON, AS THAT TERM
         IS DEFINED ON EXHIBIT B.


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<PAGE>


                  (b)    ACCESS TO INFORMATION.  Purchaser  has  been  given,  a
         reasonable time before execution of this Agreement,  the opportunity to
         ask questions and receive answers concerning Agritope and the terms and
         conditions of the offering of the Preferred  Shares and the  Conversion
         Shares,  and  to  obtain  any  additional   information  that  Agritope
         possesses or can acquire without unreasonable effort or expense that is
         necessary to verify the accuracy of information furnished to Purchaser.
         Purchaser has received any such additional  information  that Purchaser
         has requested.

                  (c)    EXPERIENCE.   Purchaser  has  sufficient  knowledge and
         experience  in  financial  and  business   matters  to  be  capable  of
         evaluating  the  merits  and risks of an  investment  in the  Preferred
         Shares  and the  Conversion  Shares,  and has the  ability  to bear the
         economic risk of that investment.

                  (d)    INVESTMENT  INTENT.   Purchaser   is   acquiring    the
         Preferred Shares and the Conversion  Shares for Purchaser's own account
         and not on behalf of any other  person.  Purchaser is not acquiring the
         Preferred  Shares or the Conversion  Shares with a view to distribution
         or with the intent to divide  Purchaser's  participation with others by
         reselling  or  otherwise  distributing  the  Preferred  Shares  or  the
         Conversion Shares,  either directly or indirectly through a sale of its
         own capital stock.

4.2      CERTAIN RESTRICTIONS

         Purchaser acknowledges the following restrictions:

                  (a)    FRANCE.  If this Agreement and  any  related  documents
         are  issued,   circulated,  or  distributed  to  Purchaser  in  France,
         Purchaser hereby  acknowledges that this Agreement has been supplied in
         the context of a private placing and that the placing of the Units, the
         Preferred  Shares  and the  Conversion  Shares  has not  been  effected
         through "demarchage"  (solicitation)  within the meaning of the Law No.
         72-6 of 3 January 1972.  Purchaser hereby undertakes not to transfer or
         assign  directly or indirectly the Units,  the Preferred  Shares or the
         Conversion  Shares in France  subsequent  to their  subscription.  This
         Agreement  and  any  related  documents   (together  with  any  further
         information) are made available to Purchaser on the condition that they
         are  for  use  only  by  Purchaser  in  connection  with  the  proposed
         investment  and shall  neither be passed on by Purchaser to any further
         person nor reproduced in whole or in part.  Purchaser has been notified
         by Agritope to ensure that the terms of this  undertaking  are strictly
         adhered to.

                  (b)    ISRAEL.  If this  Agreement and  any  related documents
         are  issued,   circulated,  or  distributed  to  Purchaser  in  Israel,
         Purchaser hereby  acknowledges that this Agreement has been supplied in
         the context of a private  placing for a  designated  oferee and not for
         solicitation to the public. Purchaser hereby undertakes not to transfer
         or assign directly or indirectly the Preferred Shares or the Conversion
         Shares  in  Israel  subsequent  to  their  subscription,  unless  it is
         permitted  by Israeli law.  This  Agreement  and any related  documents
         (together with any further information) are made available to Purchaser
         on the condition  that they are for use only by Purchaser in connection
         with  the  proposed  investment  and  shall  neither  be  passed  on by
         Purchaser  to any further  person nor  reproduced  in whole or in part.
         Purchaser  has been  notified  by  Agritope to ensure that the terms of
         this undertaking are strictly adhered to.


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<PAGE>

4.3      DISCLOSURE DOCUMENTS

         Agritope  has  furnished or made  available  to  Purchaser  (whether in
tangible form or  electronically,  such as through EDGAR) complete copies of all
reports or registration  statements filed by Agritope in the last 18 months with
the U.S.  Securities and Exchange  Commission under the United States Securities
Exchange Act of 1934, as amended (the "1934 Act").  Such reports and  statements
are referred to herein as the "Disclosure Documents."

                                   ARTICLE V.
                               REGISTRATION RIGHTS

5.1      DEFINITIONS

                  (a)    "Eligible  Shares"  refers to shares  of  Common  Stock
         issuable upon conversion of Series A Preferred Stock, other than shares
         that  are  not  "restricted   securities"  for  purposes  of  Rule  144
         promulgated under the 1933 Act.

                  (b)    The terms "register," "registered,"  and "registration"
         refer to a registration effected by preparing and filing a registration
         statement or similar  document in compliance  with the 1933 Act and the
         declaration or ordering of effectiveness of such registration statement
         or document.

5.2      REQUESTED REGISTRATION

         If Agritope shall be requested by Purchaser or an affiliated  holder of
Series A Preferred Stock or Eligible  Shares to effect a registration  under the
1933 Act covering the Eligible  Shares,  Agritope  shall  promptly  give written
notice of such  proposed  registration  to all  persons who  purchased  Series A
Preferred Stock from Agritope.  Any holders of Series A Preferred Stock who wish
to participate in the offering must respond within 10 days after receipt of such
notice. Upon such a request, Agritope shall as expeditiously as possible use its
best efforts to file a  registration  statement (the  "Registration  Statement")
under the 1933 Act with respect to the resale of Eligible Shares. If the request
is made at a time when Agritope is not eligible to use Form S-3,  Agritope shall
use its best  efforts to file the  Registration  Statement  with  respect to the
Eligible  Shares  which  Agritope  has been  requested  to register  (a) in such
request and (b) in any response to such notice  received by Agritope,  within 60
days after the date by which holders must respond to Agritope's  notice.  If the
request  is made at a time  when  Agritope  is  eligible  to use Form  S-3,  the
Registration  Statement  shall be filed with respect to all  Eligible  Shares as
expeditiously  as is  practicable.  Agritope  shall have an obligation to file a
Registration  Statement  under this  Section  5.2 only once,  except that if the
Registration  Statement  filed is not on Form S-3, and is not filed with respect
to all Eligible Shares, Agritope shall have an obligation to file a Registration
Statement on Form S-3 with respect to the remaining  Eligible  Shares if a later
request is made under this  section at a time when  Agritope  is entitled to use
Form S-3.

5.3      REGISTRATION PROCEDURE

         If  obligated  to file a  Registration  Statement  under  Section  5.2,
Agritope shall follow the registration procedures set forth in this Section 5.3.
Agritope  shall use its best  efforts  to cause the  Registration  Statement  to
become  effective  under the 1933 Act and to maintain the  effectiveness  of the
Registration Statement for a period of 90 days or, if the Registration Statement
is on Form S-3, two years.  If required to permit resale of the Eligible  Shares
in the state of New York,  Agritope  shall use its best  efforts to  register or
qualify the Eligible Shares covered by the Registration Statement under


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<PAGE>

the blue sky laws of the state of New York,  provided that Agritope shall not be
required in connection  therewith or as a condition precedent thereto to qualify
to do business  or to file a general  consent to service of process in the state
of New York.  If required  by  applicable  law,  Agritope  shall  furnish to the
holders of the registered  Eligible Shares such reasonable number of copies of a
prospectus,  in  conformity  with  the  requirements  of the 1933  Act,  and any
amendments or supplements thereto and such other documents as the holders of the
registered  Eligible  Shares may  reasonably  request in order to facilitate the
disposition of the registered  Eligible Shares after the Registration  Statement
has been declared effective. Agritope shall use reasonable efforts to notify the
holders of the  registered  Eligible  Shares when a  prospectus  relating to the
Eligible  Shares is required to be  delivered  under the 1933 Act, to notify the
holders of the  registered  Eligible  Shares of the  happening of any event as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes 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  then existing,  to file as
promptly as may be  practicable  under the  circumstances  such  amendments  and
supplements  as may be required  on account of such  event,  and to use its best
efforts to cause each such  amendment  to become  effective.  The holders of the
registered  Eligible  Shares  shall not effect  sales of Eligible  Shares  after
receipt  of notice  from  Agritope  that any such  amendment  or  supplement  is
required on account of any such event,  until the amendment becomes effective or
the supplement  has been filed.  Agritope's  obligations  under this Section 5.3
shall  expire at such time as  Agritope is no longer  required  to maintain  the
effectiveness of the Registration Statement as provided for above.

5.4      DEFERRAL FOR MATERIAL EVENTS

         If,  because of a proposed  material  acquisition or any other material
event, the Agritope board of directors reasonably  determines that the filing or
effectiveness of a Registration Statement or of a supplement or amendment to the
prospectus pursuant to this Article V would be detrimental to Agritope, Agritope
may defer such filing or effectiveness  for a period of up to 90 days after such
filing or  effectiveness  would  otherwise  ordinarily  have  occurred.  For the
purposes of the preceding  sentence,  it shall be presumed  that a  Registration
Statement  would  ordinarily  be filed 45 days after  request under Section 5.2,
that a supplement or amendment to the  prospectus  would  ordinarily be filed 10
days after notice referred to in Section 5.3 and that the Registration Statement
or any  amendment to the  prospectus  would  ordinarily  become  effective  five
business days after filing an acceleration request.

5.5      FURNISH INFORMATION; EXPENSES

         It shall be a condition  precedent  to the  obligations  of Agritope in
regard to the Eligible  Shares to be registered  pursuant to Section 5.2 for any
holder of such shares that the holder shall furnish to Agritope such information
regarding  itself,  the Eligible  Shares held by it, and the intended  method of
disposition  of  its  Eligible  Shares  as  shall  be  required  to  effect  the
registration of its Eligible Shares, and shall agree to be bound by the terms of
this Article V if such holder is not already a party to this Agreement.

5.6      EXPENSES OF REGISTRATION

         All expenses  relating to  registration  of the Eligible  Shares (other
than  underwriting  discounts and commissions,  transfer taxes, if any, and fees
and  disbursements of counsel to the holders of the Eligible Shares) incurred in
connection with the registrations, filings or qualifications pursuant to Section
5.3  above,   including  without   limitation  all   registration,   filing  and
qualification  fees, printing and accounting fees, and fees and disbursements of
counsel for Agritope, shall be borne by Agritope.


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<PAGE>

5.7      INDEMNIFICATION

                  (a)    INDEMNIFICATION  BY AGRITOPE.  To the extent permitted
         by law, Agritope shall indemnify and hold harmless the Purchaser,  each
         other holder of Eligible  Shares being  registered,  and the  officers,
         directors,  partners,  agents,  and  employees  of each  holder  or any
         underwriter (as defined in the 1933 Act) of such Eligible  shares,  and
         each person, if any, who controls the Purchaser, each other such holder
         or such underwriter within the meaning of the 1933 Act or the 1934 Act,
         against any losses, claims,  damages, or liabilities (joint or several)
         to which they 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  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 violationor alleged  violation  by
                  Agritope 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.

         Agritope shall  reimburse the Purchaser and each such holder,  officer,
         director,  partner, agent, employee,  underwriter or controlling person
         for  any  legal  or  other  expenses  reasonably  incurred  by  them in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage, liability, or action. The indemnity agreement contained in this
         subsection  5.7(a) 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 Agritope  (which  consent shall not be
         unreasonably  withheld),  nor shall Agritope be liable to the Purchaser
         or such other holder in any such case for any such 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 Purchaser,  such other holder,
         or such underwriter or controlling  person or (B) in the case of a sale
         directly by the  Purchaser or such other holder of the Eligible  Shares
         (including  a sale of such  Eligible  Shares  through  any  underwriter
         retained  by  the  Purchaser  or  such  other  holder  to  engage  in a
         distribution  solely on behalf of the Purchaser or such other  holder),
         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 Purchaser or such
         other  holder  failed  to  deliver  a copy  of  the  final  or  amended
         prospectus at or prior to the  confirmation of the sale of the Eligible
         Shares  to the  person  asserting  any  such  loss,  claim,  damage  or
         liability in any case where such delivery is required by the 1933 Act.


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<PAGE>

                  (b)    INDEMNIFICATION  BY  HOLDERS OF  THE  SHARES.   To  the
         extent  permitted  by law,  the  Purchaser  and each  other  holder  of
         Eligible  Shares being  registered  shall  indemnify  and hold harmless
         Agritope,  each of its directors,  each of its officers who have signed
         the Registration Statement,  each person, if any, who controls Agritope
         within the  meaning of the 1933 Act,  each  agent and  underwriter  for
         Agritope, each other holder of shares selling securities covered by the
         Registration  Statement,  each director,  officer,  partner, agent, and
         employee of such other holder or underwriter,  and each person, if any,
         who  controls  such other  holder or  underwriter,  against any losses,
         claims, damages, or liabilities (joint or several) to which Agritope or
         any such  director,  officer,  partner,  agent,  employee,  controlling
         person, underwriter, or other holder 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 the  Purchaser  or such  other  holder  expressly  for use in
         connection  with such  registration;  and the  Purchaser  or such other
         holder shall reimburse any legal or other expenses  reasonably incurred
         by Agritope or any such director,  officer,  partner,  agent, employee,
         controlling  person,  underwriter,  or other holder, in connection with
         investigating or defending any such loss, claim, damage,  liability, or
         action;  provided,  however,  that the indemnity agreement contained in
         this subsection 5.7(b) 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 the Purchaser or such other holder shall
         be limited  to the  aggregate  public  offering  price of the  Eligible
         Shares  sold by the  Purchaser  or such other  holder  pursuant to such
         registration.

                  (c)    NOTICE, DEFENSE AND COUNSEL.  Promptly after receipt by
         an  indemnified   party  under  this  Section  5.7  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 5.7, 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,  jointly  with any  other
         indemnifying party similarly noticed, 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 5.7 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
         5.7.
                  (d)    SURVIVAL OF RIGHTS AND OBLIGATIONS.  The obligations of
         Agritope, the Purchaser, and any other holders of Eligible Shares under
         this Section 5.7 shall


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<PAGE>

         survive the  completion of any offering of the Eligible  Shares covered
         by the Registration Statement.

                                   ARTICLE VI.
                   REPRESENTATIONS AND WARRANTIES OF AGRITOPE

         To induce  Purchaser to purchase the Shares,  Agritope  represents  and
warrants to Purchaser as follows:

6.1      ORGANIZATION, ETC.

         Agritope is a corporation duly organized and validly existing under the
laws of the state of Delaware.  Agritope has all requisite  corporate  power and
authority to own its properties and carry on its business as now conducted.

6.2      AUTHORITY

         Agritope has all  requisite  corporate  power and authority to execute,
deliver,  and perform this Agreement.  This Agreement has been duly executed and
delivered  by  Agritope  and is the  valid,  legal,  and  binding  agreement  of
Agritope,  enforceable against Agritope in accordance with its terms. No consent
of,  approval by,  filing with, or notice to any  governmental  authority or any
other person or entity is required for Agritope to execute, deliver, and perform
this Agreement, other than those that have been obtained, made, or given.

6.3      CAPITALIZATION

         The  authorized  capital  stock of Agritope as of the Closing Date will
consist of 30,000,000  shares of common stock and 10,000,000 shares of preferred
stock.  Immediately  following the Closing Date, the number of shares of capital
stock  outstanding  shall not be more than 5,800,000,  and shall consist only of
Common Stock and Series A and C Preferred Stock. No right to purchase or acquire
shares of any unissued  capital stock of Agritope or shares  convertible into or
exchangeable for such capital stock is authorized or outstanding,  other than as
set forth on Exhibit C.

6.4      VALID ISSUANCE; TITLE

         When  issued  and  paid  for in  accordance  with  the  terms  of  this
Agreement,  the  Preferred  Shares  will be  validly  issued,  fully  paid,  and
nonassessable.  Upon delivery to Purchaser of the certificates  representing the
Preferred  Shares  pursuant  to this  Agreement  or  pursuant  to an exercise of
Purchaser's Warrant by Purchaser, Purchaser will have valid, marketable title to
the  Preferred  Shares,   free  and  clear  of  all  encumbrances,   other  than
restrictions on transfer described in this Agreement.

6.5      DISCLOSURE DOCUMENTS

         The financial  statements contained in the Disclosure Documents (except
as otherwise  noted  therein) were prepared in  conformity  with U.S.  generally
accepted accounting  principles,  consistently  applied,  and fairly present the
financial position and the results of operations at the date and for the year or
period indicated.


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<PAGE>


6.6      TAX MATTERS

         Agritope has filed all required  federal,  state, and other tax returns
in a timely  fashion and is not  delinquent  with  respect to the payment of any
federal, state, or other taxes.

6.7      ASSETS NEEDED FOR BUSINESS

         Agritope  owns,  leases,  or otherwise  has the right to use all assets
necessary for its present business.

6.8      LITIGATION AND OTHER CONTINGENT LIABILITIES

         There  are  no  actions  or  proceedings  pending  or to  the  best  of
Agritope's  knowledge  threatened  against  Agritope or any of its properties or
assets or outstanding  judgments or orders to which  Agritope is subject,  which
adversely affect Agritope's business,  operations, or financial condition. There
is no  action  or  proceeding  pending  or to the best of  Agritope's  knowledge
threatened  against  Agritope to restrain or prohibit the sale of the  Preferred
Shares to Purchaser.

6.9      ABSENCE OF CERTAIN ADVERSE EFFECTS

         Neither  the  execution   and  delivery  of  this   Agreement  nor  the
consummation  of the  transactions  contemplated  hereby will (a) conflict with,
result in any violation of,  constitute a default under, or give rise to a right
of  acceleration  or  termination  under,  any provision of the  certificate  of
incorporation or bylaws of Agritope or any agreement, mortgage, bond, indenture,
agreement,  franchise,  or other instrument or obligation to which Agritope is a
party or by which it is bound,  (b) result in the  creation  of any  encumbrance
upon any of the assets or  properties  of Agritope,  (c) violate any judgment or
order against, or binding upon,  Agritope or upon the Preferred Shares,  assets,
properties,  or business of Agritope,  or (d) constitute a violation by Agritope
of any law.

6.10     NO BROKERS

         Agritope has not hired any broker or finder or incurred  any  liability
for fees or commissions to any such person in connection with this Agreement.

6.11     DISCLOSURE

         Except  as  disclosed  herein  and  in  the  Disclosure  Documents,  no
representation  or warranty by Agritope  contained  in this  Agreement or in the
Disclosure  Documents contains any untrue statement of a material fact, or omits
to state any material  fact  required to make the  statements  herein or therein
contained not misleading.

                                  ARTICLE VII.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Agritope as follows:

7.1      CORPORATE EXISTENCE; EXECUTION AND PERFORMANCE OF AGREEMENT

         If Purchaser is a corporation,  Purchaser is duly organized and validly
existing  under the laws of the  country  listed  on the cover  page and has all
requisite  corporate power and authority to execute,  deliver,  and perform this
Agreement.  The  execution,  delivery,  and  performance  of this  Agreement  by


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<PAGE>

Purchaser will not conflict with any provision of its articles of  incorporation
or bylaws or similar  charter  documents (if Purchaser is a corporation) or with
any undertaking, agreement, indenture, decree, order, or judgment by which it is
bound and will not violate any law applicable to Purchaser.

7.2      BINDING OBLIGATIONS; DUE AUTHORIZATION

         This Agreement  constitutes the valid, legal, and binding obligation of
Purchaser,  enforceable  against  Purchaser  in  accordance  with its terms.  If
Purchaser is a corporation,  the execution,  delivery,  and  performance of this
Agreement  by  Purchaser  has been duly and validly  authorized  by its board of
directors  and no  other  corporate  proceedings  on the part of  Purchaser  are
necessary  to  authorize  its  execution,  delivery,  and  performance  of  this
Agreement. Purchaser is not required to obtain any consent of or approval by, to
make any filing with,  or to give any notice to, any  governmental  authority or
any other person or entity for Purchaser to execute,  deliver,  and perform this
Agreement.

7.3      NO BROKERS

         Purchaser  has not hired any broker or agent or incurred any  liability
for fees or commissions to any such person in connection with this Agreement.

7.4      LITIGATION

         There  is  no  action  or  proceeding  pending  or  threatened  against
Purchaser before any court, other governmental body or arbitrator to restrain or
prohibit the purchase of the Units or the Preferred Shares.

7.5      DISCLOSURE

         No representation or warranty by Purchaser  contained in this Agreement
contains any untrue statement of a material fact, or omits to state any material
fact required to make the statements herein not misleading.

7.6      ACCESS

         As  of  the  Closing,  Agritope  has  afforded  to  Purchaser  and  its
representatives,  including its counsel and  accountants,  such access to all of
Agritope's properties,  documents,  contracts,  books and records and such other
information  with  respect to  Agritope's  business  affairs and  properties  as
Purchaser has requested.

                                  ARTICLE VIII.
                                   CONDITIONS

8.1      CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

         The  obligation  of  Purchaser  to effect the Closing is subject to the
satisfaction,  or waiver by Purchaser, of each of the following conditions on or
prior to the Closing:

                  (a)    Agritope shall have delivered certificates representing
         the Purchased Shares to the Purchaser.

                  (b)    Agritope shall have delivered  Purchaser's  Warrant  to
         the Purchaser.


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<PAGE>

                  (c)    All   representations   and   warranties  of   Agritope
         contained in this  Agreement  shall be true and correct in all respects
         as of the Closing with the same effect as if such  representations  and
         warranties  had been  made or given at and as of the  Closing,  and all
         agreements, covenants and conditions to be performed or met by Agritope
         on or prior to the Closing  shall have been so  performed or met in all
         respects,  and there shall have been no material  adverse change in the
         financial or business  condition of Agritope.  There shall have been no
         modification  of any material  disclosure  contained in the  Disclosure
         Document since the date of this Agreement.

                  (d)    No action or proceeding shall have been  instituted  or
         threatened before any court,  other governmental body or arbitrator (i)
         to  restrain  or  prohibit  the   transactions   contemplated  by  this
         Agreement,  (ii)  that  might  restrict  the  operation  of  Agritope's
         business  in any  material  respect  if the  purchase  and  sale of the
         Preferred  Shares  hereunder is consummated,  (iii) that might restrict
         the  ownership  of the  Preferred  Shares or the exercise of any rights
         with respect  thereto by  Purchaser,  or (iv) that might subject any of
         the parties hereto,  to any liability,  fine,  forfeiture or penalty on
         the ground that any of the parties  hereto has violated or will violate
         any applicable  law in connection  with the  transactions  contemplated
         hereby.

                  (e)    Purchaser shall have received an opinion of  Agritope's
         counsel to the effect that when issued and paid for in accordance  with
         the terms of this  Agreement,  the  Preferred  Shares  will be  validly
         issued, fully paid, and nonassessable.

                  (f)    The Rights Agreement approved  by  Agritope's  board of
         directors  shall  permit  Purchaser  and  other  holders  of  Series  A
         Preferred  Stock to convert such shares to Common Stock  without  being
         deemed  "Acquiring  Persons" for purposes of the Rights  Agreement  and
         Agritope's  board of directors  shall have adopted  resolutions  to the
         effect that such holders are not  "Adverse  Persons" (as defined in the
         Rights  Agreement),  subject to execution of a standstill  agreement in
         form and substance satisfactory to Agritope.

                  (g)    Agritope shall have delivered to Purchaser an officer's
         certificate  confirming the  correctness of Agritope's  representations
         and warranties and satisfaction of the foregoing closing conditions.

8.2      CONDITIONS PRECEDENT TO OBLIGATIONS OF AGRITOPE

         The  obligation  of  Agritope  to effect the  Closing is subject to the
satisfaction,  or waiver by Agritope,  of each of the following conditions on or
prior to the Closing:

                  (a)    Purchaser  shall  have  paid  the  Purchase   Price  in
         immediately available funds to Agritope.

                  (b)    Agritope shall simultaneously close the sale of a total
         of 125,000  Units to Vilmorin  Clause & Cie. and Hazera  Quality  Seeds
         Ltd.,  inclusive  of the  Units  to be sold  to  Purchaser  under  this
         Agreement.

                  (c)    All  representations  and  warranties of  Purchaser and
         Agritope  contained in this Agreement  shall be true and correct in all
         respects  as  of  the   Closing   with  the  same  effect  as  if  such
         representations  and warranties had been made or given


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<PAGE>

         at and as of the Closing, and all agreements,  covenants and conditions
         to be  performed  or met by  Purchaser  on or prior to the Closing have
         been so performed or met in all respects.

                  (d)    No action or proceeding shall have been  instituted  or
         threatened before any court,  other  governmental body or arbitrator to
         restrain or prohibit the transactions contemplated in this Agreement or
         that might subject any of the parties  hereto to any  liability,  fine,
         forfeiture or penalty on the ground that any of the parties  hereto has
         violated or will  violate any  applicable  law in  connection  with the
         transactions contemplated hereby.

                  (e)    The issuance and sale of the  Units  and the  Preferred
         Shares  shall not violate any  applicable  state,  federal,  or foreign
         securities laws.

                                   ARTICLE IX.
                                  OTHER MATTERS

9.1      NOTICES

         Any notice, request, or demand under this Agreement shall be in writing
and  shall be deemed to have been  duly  given and  received  (i) upon  personal
delivery,  (ii) upon fax  transmission to the recipient at the fax number listed
below, provided that a copy of the fax is promptly deposited for delivery by one
of the methods  listed in (iii) or (iv) below,  (iii) ten days after  deposit in
the mails,  if sent  certified or  comparable  form of mail with return  receipt
requested,  addressed to the recipient at the address listed below, or (iv) five
days after deposit if deposited for delivery with a reputable courier or express
service, addressed to the recipient at the address listed below:

                  If to Agritope:           Agritope, Inc.
                                            16160 SW Upper Boones Ferry Rd.
                                            Portland, Oregon 97224
                                            U.S.A.
                                            Attention:  President
                                            Fax:  (503) 670-7703

                  If to Purchaser:          Purchaser's address listed on the
                                            cover page

A party may change its address or fax number for purposes of this Section 9.1 by
giving the other parties notice of the change.

9.2      AMENDMENTS AND WAIVER

         This  Agreement  may be amended or modified  by, and only by, a written
instrument  executed by each of the parties hereto.  The terms of this Agreement
may be waived by,  and only by, a written  instrument  executed  by the party or
parties against whom such waiver is sought to be enforced.

9.3      EXPENSES

         Each party to this  Agreement  shall pay its own  expenses  (including,
without limitation,  the fees and expenses of such party's counsel incidental to
the preparation of and consummation of this Agreement).


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<PAGE>

9.4      HEADINGS

         The  headings  contained  in  this  Agreement  are for  convenience  of
reference only and shall not in any way affect the meaning or  interpretation of
this Agreement.

9.5      COUNTERPARTS

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original and all of which shall  constitute one and the
same  instrument.  A facsimile  transmission of a signed original shall have the
same effect as delivery of the signed original.

9.6      PARTIES IN INTEREST; ASSIGNMENT

         This  Agreement  shall inure to the benefit of and be binding  upon the
parties  hereto and their  respective  successors  and permitted  assigns.  This
Agreement  shall not be assigned by any party hereto  without the prior  written
consent of the other party.

9.7      ENTIRE AGREEMENT

         This  Agreement,  together with all exhibits  hereto,  constitutes  the
entire  agreement and  understanding  between the parties hereto relating to the
subject  matter hereof and supersedes  any prior  agreements and  understandings
relating to such subject matter.

9.8      SEVERABILITY

         If any  restriction  in this  Agreement  exceeds that  permitted  under
applicable law, it shall be deemed  modified to include the maximum  permissible
restriction.   If  any  provision  is  nonetheless  held  unenforceable  in  any
jurisdiction, the enforceability of this Agreement in any other jurisdiction and
the enforceability of the remaining provisions in that jurisdiction shall not be
affected.

9.9      ATTORNEY FEES

         In the  event  any  party  shall  seek  enforcement  of  any  covenant,
warranty,  indemnity,  or other term or provision of this  Agreement,  the party
that prevails in such  enforcement  proceeding shall be entitled to recover such
reasonable  costs and attorney fees which shall be determined by the  arbitrator
or court (including any appellate court).

9.10     SURVIVAL

         All the respective  representations,  warranties,  covenants, and other
agreements of the parties  hereunder or contained in any schedule or certificate
given in connection  herewith or  contemplated  hereby shall survive the Closing
Date, except as they may be fully performed prior to or at the Closing Date.

9.11     FORM OF PUBLIC DISCLOSURES

         Except as  required by  applicable  law,  Purchaser  shall not make any
public  disclosure  concerning this Agreement and the transactions  contemplated
herein unless Agritope has approved in advance the form and substance thereof.


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<PAGE>

9.12     CUMULATIVE RIGHTS AND REMEDIES

         All  the  rights  and  remedies  provided  to the  parties  under  this
Agreement are  cumulative,  and none is exclusive of any other right or remedy a
party may have hereunder or under applicable law.

9.13     NO THIRD-PARTY BENEFICIARIES

         Each party  hereto  intends  that this  Agreement  shall not benefit or
create  any right or cause of  action  in or on  behalf of any  person or entity
other than the parties  hereto and their  respective  successors  and  permitted
assigns.

9.14     DISPUTE RESOLUTION

                  (a)    CONDUCT.  Any dispute arising in  connection  with this
         Agreement  shall be finally  settled  by  arbitration  referred  to and
         conducted in accordance with the International Arbitration Rules of the
         American  Arbitration  Association,  except as such rules may  conflict
         with the  provisions  of this section in which event the  provisions of
         this section shall  control.  Any party may be  represented  by counsel
         therein.  Any such arbitration  shall be conducted by a panel of one or
         more  arbitrators   selected  in  accordance  with  the   International
         Arbitration  Rules  of  the  American  Arbitration   Association.   The
         arbitration shall be conducted in English in Portland, Oregon, U.S.A.

                  (b)    DECISION.  Any  decision  or  award   of  the  arbitral
         tribunal shall be final and binding upon the parties to the arbitration
         proceeding. The arbitral tribunal's decision shall include a reasonably
         detailed statement of the basis for the decision and computation of the
         award,  if any.  The  parties  further  agree to  exclude  any right of
         application  or appeal to any court in connection  with any question of
         law arising in the course of the arbitration. The award may be enforced
         against  the  parties to the  arbitration  proceeding  or their  assets
         wherever  they may be found.  Judgment upon the award may be entered in
         any court having jurisdiction  thereof or an application may be made to
         such  court  for  judicial  acceptance  of the  award  and an  order of
         enforcement, as the case may be.

                  (c)    COSTS.  Except as the arbitral tribunal  may  otherwise
         determine in its discretion,  a party  substantially  prevailing in the
         arbitration  shall be entitled to recover its attorney  fees and costs,
         including  the  costs  and  expenses  of its  witnesses,  and the other
         parties shall pay the fees, costs and expenses of the arbitral tribunal
         and the administering and appointing authority.

9.15     GOVERNING LAW

         This  Agreement  shall be governed by and construed in accordance  with
the substantive law (but not the conflict of law rules) of the state of Oregon.


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<PAGE>


                                    EXHIBIT B

                     CERTAIN DEFINITIONS UNDER REGULATION S


Set forth below is the text of Rule 902(o)  promulgated under the 1933 Act which
defines "U.S. person" as follows:

         (o)      U.S. Person.

                  (1)    "U.S. person" means:

                         (i)    Any  natural  person  resident  in the
                  United States;

                         (ii)   Any    partnership    or   corporation
                  organized  or  incorporated  under  the  laws of the
                  United States;

                         (iii)  Any  estate  of  which  any   executor
                  or administrator is a U.S. person;

                         (iv)   Any trust of which  any  trustee  is a
                  U.S. person;

                         (v)    Any  agency or  branch  of  a  foreign
                  entity located  in the United States;

                         (vi)   Any   non-discretionary   account   or
                  similar account (other  than  an  estate  or  trust)
                  held by a dealer or other fiduciary  for the benefit
                  or account of a U.S. person;

                         (vii)  Any  discretionary  account or similar
                  account (other  than an  estate  or  trust)  held by
                  a dealer or other fiduciary organized, incorporated,
                  or  (if  an  individual)   resident  in  the  United
                  States; and

                         (viii) Any  partnership  or  corporation  if:
                  (A) Organized or  incorporated under the laws of any
                  foreign  jurisdiction;  and  (B) Formed  by  a  U.S.
                  person principally for the purpose of  investing  in
                  securities  not  registered   under  the  1933  Act,
                  unless it is  organized  or incorporated, and owned,
                  by accredited  investors (as  defined in Rule 501(a)
                  under the Act  (ss.230.501(a)  of this chapter)) who
                  are not natural persons, estates or trusts.

                  (2)    Notwithstanding paragraph (o)(1) of this  section,  any
         discretionary  account  or  similar  account  (other  than an estate or
         trust) held for the benefit or account of a non-U.S. person by a dealer
         or other  professional  fiduciary  organized,  incorporated,  or (if an
         individual)  resident in the United  States shall not be deemed a "U.S.
         person."

                  (3)    Notwithstanding paragraph  (o)(1) of this  section, any
         estate of which  any  professional  fiduciary  acting  as  executor  or
         administrator is a U.S. person shall not be deemed a U.S. person if:


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<PAGE>


                         (i)    An executor  or  administrator of  the
                  estate who is not a U.S. person  has  sole or shared
                  investment  discretion with respect to the assets of
                  the estate; and

                         (ii)   The estate is governed by foreign law.

                  (4)    Notwithstanding  paragraph (o)(1) of this  section, any
         trust of which any  professional  fiduciary acting as trustee is a U.S.
         person shall not be deemed a U.S. person if a trustee who is not a U.S.
         person has sole or shared  investment  discretion  with  respect to the
         trust assets,  and no  beneficiary  of the trust (and no settlor if the
         trust is revocable) is a U.S. person.

                  (5)    Notwithstanding  paragraph (o)(1) of this  section,  an
         employee  benefit plan  established and administered in accordance with
         the law of a  country  other  than  the  United  States  and  customary
         practices and  documentation of such country shall not be deemed a U.S.
         person.

                  (6)    Notwithstanding paragraph (o)(1) of this  section,  any
         agency or branch of a U.S.  person  located  outside the United  States
         shall not be deemed a "U.S. person" if:

                         (i)    The  agency  or  branch  operates  for
                  valid business reasons; and

                         (ii)   The agency or branch is engaged in the
                  business of  insurance  or  banking and  is  subject
                  to   substantive insurance  or  banking  regulation,
                  respectively, in the jurisdiction where located.

                  (7)    The International Monetary Fund, the International Bank
         for  Reconstruction  and Development,  the  Inter-American  Development
         Bank, the Asian  Development  Bank, the African  Development  Bank, the
         United Nations,  and their agencies,  affiliates and pension plans, and
         any  other  similar   international   organizations,   their  agencies,
         affiliates and pension plans shall not be deemed "U.S. persons."

Set forth below is the text of Rule 9.02(p) promulgated under the 1933 Act which
defines "United States" as follows:

         (p)      "United States"  means  the  United  States  of  America,  its
territories and  possessions,  any State of the United States, and  the District
of Columbia.



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<PAGE>


                                    EXHIBIT C

                            RIGHTS TO ACQUIRE SHARES


See the Disclosure Documents for more detailed descriptions of rights.

Preferred   Stock   Purchase   Rights,   as   described   in   the   Information
Statement/Prospectus  included in the  Registration  Statement on Form S-1 filed
with the Securities  and Exchange  Commission  (File No.  333-34597) ( the "Form
S-1").

Options to purchase  Common Stock issued or issuable  under the 1997 Stock Award
Plan,  which provides for issuance of options to purchase up to 2,000,000 shares
of Common Stock.

Rights to purchase  Common Stock under the 1997 Employee  Stock  Purchase  Plan,
which provides for the issuance of up to 250,000 shares of Common Stock.

38,722  shares of Common Stock  reserved for issuance as matching  contributions
under Agritope's 401(k) plan.

Warrants issued to Vector Securities International,  Inc. in connection with the
spin-off of Agritope by Epitope,  Inc. on December 30,  1997,  to purchase up to
83,333  shares of Common  Stock at a price of $7.343 per share,  as described in
the Form S-1.

Warrants  issued  to  American  Equities   Overseas,   Inc.  and  eight  of  its
unaffiliated European designees,  to purchase up to a total of 500,000 shares of
Common Stock at a price of $7.00 per share.

Warrants  granted or to be granted to Purchaser  and other  purchasers of Units,
representing  in the  aggregate,  rights to purchase  125,000 shares of Series A
Preferred Stock at a price of $7.00 per share.

Warrants granted to or to be granted to Rhone-Poulenc,  S.A. to purchase up to a
total of  250,00  shares  of  Series C  Preferred  Stock at a price of $7.00 per
share.




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<PAGE>





                                    EXHIBIT D

                           CERTIFICATE OF DESIGNATION,
                            PREFERENCES AND RIGHTS OF
                          THE SERIES A PREFERRED STOCK
                                       OF
                                 AGRITOPE, INC.



     (Pursuant to Section 151 of the General Corporation Law of the state of
      Delaware)

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

The undersigned officers of Agritope, Inc., a corporation organized and existing
under the General Corporation Law of the state of Delaware (the  "Corporation"),
in accordance with the provisions of Section 103 thereof, do hereby certify:

That,  pursuant  to  authority  conferred  upon the  Board of  Directors  of the
Corporation by its Certificate of Incorporation,  and pursuant to Section 151 of
the  Delaware  General  Corporation  Law , the Board of  Directors  adopted  the
following  resolution  creating a series of 1,000,000 shares of Preferred Stock,
par value $.01 per share, designated as Series A Preferred Stock:

RESOLVED,  that,  pursuant to the authority  vested in the Board of Directors of
the  Corporation  in  accordance  with  the  provisions  of its  Certificate  of
Incorporation,  a new series of Preferred  Stock of the  Corporation  be, and it
hereby is,  created,  and that the designation and amount thereof and the voting
powers,  preferences  and  relative,  participating,  optional and other special
rights of the shares of such  series,  and the  qualifications,  limitations  or
restrictions thereof are as follows:

SERIES A PREFERRED STOCK

         1.       Designation and Amount. The shares of such series of Preferred
Stock  shall be  designated  as "Series A  Preferred  Stock,"  and the number of
shares constituting such series be 1,000,000.

         2.       Par Value.  The par value of  the  Series  A  Preferred  Stock
shall be $.01 per share.

         3.       Dividends and Distributions

                  (a)    The Corporation shall not declare, set aside or pay any
dividends or other  distributions  (as defined  below) on shares of Common Stock
unless  and until  the  Corporation  shall  have  declared,  set aside or paid a
dividend or other  distribution with respect to each share of Series A Preferred
Stock then outstanding in an amount at least equal to the product of (i) the per
share amount,  if any, of the dividends or other  distributions  to be declared,
paid or set aside for the Common  Stock,  multiplied by (ii) the number of whole
shares of Common  Stock into which the  shares of Series A  Preferred  Stock are
then convertible.

                  (b)    For purposes of this  Section  3,  unless  the  context
requires otherwise,  "distribution"  shall mean the transfer of cash or property
without  consideration,  whether by way of dividend or otherwise,  payable other
than in Common Stock, or the purchase or redemption of shares of the Corporation
(other than  repurchases  of Common Stock held by employees or directors  of, or


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<PAGE>


consultants  to,  the  Corporation  upon   termination  of  their  employment or
services  and other  than  redemptions  in  liquidation  or  dissolution  of the
Corporation)  for cash or property,  including  any such  transfer,  purchase or
redemption  by a  subsidiary  of this  Corporation.  All payments due under this
Section 3 shall be made to the nearest cent.

                  (c)    Anything  in   this   Section   3   to   the   contrary
notwithstanding,  stock  dividends on Series A Preferred  Stock shall be made in
shares of Series A Preferred Stock only.

         4.       Liquidation, Dissolution or Winding Up

                  (a)    In  the   event  of   any  voluntary   or   involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation  available for  distribution to its  stockholders,
pari passu with the payment of all amounts  required  to be  distributed  to the
holders of Common Stock,  but before any payment shall be made to the holders of
any other class or series of stock ranking on liquidation junior to the Series A
Preferred Stock.

         5.       Voting

                  (a)    In addition to voting  rights  provided  by the General
Corporation Law of the state of Delaware,  the holders of the Series A Preferred
Stock  voting as one class  shall  have the right to elect one  director  to the
Corporation's Board of Directors  annually,  so long as not less than 214,285 of
the shares of Series A Preferred Stock originally  issued are  outstanding.  The
holders of the Series A Preferred  Stock also shall have  voting  rights for any
other  purpose pari passu with  holders of Common  Stock as one class,  provided
that each share of Series A  Preferred  Stock  shall  entitle the holder to such
number of votes  equal to the number of shares of Common  Stock  (rounded to the
nearest  whole  number)  into  which  the  Series  A  Preferred  Stock  is  then
convertible under the terms provided below.

                  (b)    The Corporation shall not  amend,  alter or repeal  the
preferences,  special rights or other powers of the Series A Preferred  Stock so
as to affect adversely the Series A Preferred Stock, without the written consent
or affirmative vote of the holders of a majority of the then outstanding  shares
of Series A  Preferred  Stock,  given in writing  or by vote at a  meeting.  The
number of authorized  shares of Series A Preferred  Stock may be decreased  (but
not  below the  number  of shares  then  outstanding)  by the  directors  of the
Corporation  pursuant to the General  Corporation  Law of  Delaware,  but may be
increased  (other than increases  necessary to issue stock dividends of Series A
Preferred Stock on the outstanding  shares of Series A Preferred  Stock) only by
the affirmative vote of the holders of a majority of the then outstanding shares
of Series A Preferred Stock, voting as a single class.

         6.       Optional  Conversion.  The holders of the Series  A  Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

                  (a)    Right to Convert.  Each  share  of  Series A  Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time,  and without the payment of additional  consideration  by the
holder  thereof,  into such  number of fully  paid and  nonassessable  shares of
Common  Stock as is  determined  by  dividing  (i)  $7.00  by (ii) the  Series A
Conversion  Price, in each instance as such Conversion Price is in effect at the
time of conversion.  The "Series A Conversion  Price"  initially shall be $7.00.
The rate at which  shares of Series A  Preferred  Stock  may be  converted  into
shares of Common Stock shall be subject to  adjustment as provided  below;  such
adjusted Conversion Price and rate of conversion  thereafter shall be applicable
to the


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<PAGE>

outstanding  shares of Series A Preferred  Stock and any newly issued  shares of
such series (as, for example, the result of a stock dividend).

                  In  the event of a  liquidation,  dissolution or winding up of
the Corporation,  the Conversion Rights shall terminate at the close of business
on the fifth  business  day  preceding  the date  fixed for the  payment  of any
amounts distributable on liquidation to the holders of Series A Preferred Stock.

                  (b)    Fractional   Shares.  No  fractional  shares  of Common
Stock shall be issued upon  conversion of Series A Preferred  Stock.  In lieu of
any  fractional  shares to which the holder would  otherwise  be  entitled,  the
Corporation  shall  pay  cash  equal  to such  fraction  multiplied  by the then
effective Conversion Price.

                  (c)    Mechanics of Conversion

                         (i) In order  for a holder of Series A Preferred  Stock
to convert shares of Series A Preferred Stock into shares of Common Stock,  such
holder shall surrender the certificate or certificates for such shares of Series
A Preferred Stock, at the office of the Corporation's  transfer agent (or at the
principal  office  of the  Corporation  if the  Corporation  serves  as its  own
transfer agent), together with written notice that such holder elects to convert
all or any number of the shares of the Series A Preferred  Stock  represented by
such certificate or certificates.  Such notice shall state such holder's name or
the names of the  nominees  in which  such  holder  wishes  the  certificate  or
certificates  for  shares of  Common  Stock to be  issued.  If  required  by the
Corporation,  certificates  surrendered  for  conversion  shall be  endorsed  or
accompanied  by a  written  instrument  or  instruments  of  transfer,  in  form
satisfactory to the Corporation,  duly executed by the registered  holder or the
holder's  attorney  duly  authorized  in  writing.  The date of  receipt of such
certificates  and notice to the  transfer  agent (or to the  Corporation  if the
Corporation  serves as its own transfer agent) shall be the conversion date (the
"Conversion  Date").  The Corporation  shall,  as soon as practicable  after the
Conversion  Date,  issue and  deliver at such  office to such holder of Series A
Preferred Stock, or to the holder's nominees,  a certificate or certificates for
the number of shares of Common  Stock to which such  holder  shall be  entitled,
together with cash in lieu of any fraction of a share.

                         (ii)   The  Corporation  shall  at  all  times when any
Series A Preferred Stock shall be outstanding, reserve and keep available out of
its authorized but unissued  stock,  for the purpose of effecting the conversion
of such Series A Preferred Stock,  such number of its duly authorized  shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all outstanding shares of such Series A Preferred Stock.

                         (iii)  Upon any such  conversion,  no adjustment to the
Conversion  Price shall be made for any declared or accrued but unpaid dividends
on any Series A Preferred  Stock  surrendered  for  conversion  or on the Common
Stock delivered upon conversion.

                         (iv)   All shares  of  Series A  Preferred  Stock which
shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding  and all rights with respect to such shares,  including
the rights,  if any, to receive notices and to vote, shall immediately cease and
terminate on the Conversion  Date,  except only the right of the holders thereof
to receive shares of Common Stock (and cash in lieu of any fractional  share) in
exchange therefor and payment of any dividends declared but unpaid thereon.  Any
shares of Series A Preferred  Stock so  converted  shall be retired and canceled
and shall not be reissued, and the Corporation (without the


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<PAGE>

need for stockholder action) may from time to time take such appropriate action
as may be necessary to reduce the authorized Series A Preferred Stock
accordingly.

                         (v)    The  Corporation  shall  pay  any and all  issue
and other  taxes that may be payable in respect of any  issuance  or delivery of
shares of Common  Stock upon  conversion  of shares of Series A Preferred  Stock
pursuant to this Section 6. The Corporation shall not,  however,  be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issuance  and  delivery  of shares of Common  Stock in a name other than that in
which the shares of the Series A Preferred  Stock so converted were  registered,
and no such  issuance or  delivery  shall be made unless and until the person or
entity  requesting  such issuance has paid to the  Corporation the amount of any
such tax or has established,  to the satisfaction of the Corporation,  that such
tax has been paid.

                  (d)    Adjustment for  Stock Splits and  Combinations.  If the
Corporation  shall,  at any time or from time to time  after the date on which a
share of Series A Preferred  Stock was first issued (the "Original Issue Date"),
effect a subdivision of the outstanding  Common Stock, the Conversion Price then
in  effect   immediately   before  that  subdivision  shall  be  proportionately
decreased.  If the Corporation  shall at any time or from time to time after the
Original  Issue  Date  combine  the  outstanding  shares  of Common  Stock,  the
Conversion  Price then in effect  immediately  before the  combination  shall be
proportionately  increased.  Any adjustment  under this  paragraph  shall become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

                  (e)    Adjustment for  Certain  Dividends  and  Distributions.
In the  event  the  Corporation,  at any  time or from  time to time  after  the
Original  Issue  Date,  shall  make  or  issue,  or fix a  record  date  for the
determination  of holders of Common  Stock  entitled to  receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event the Conversion Price for Series A Preferred Stock then in effect
shall be  decreased  as of the time of such  issuance  or, in the  event  such a
record  date shall have been  fixed,  as of the close of business on such record
date, by multiplying the Conversion Price then in effect by a fraction:

                         (1)    the numerator of which shall be the total number
         of shares of Common Stock issued and outstanding  immediately  prior to
         the time of such issuance or the close of business on such record date,
         and

                         (2)    the denominator  of  which  shall  be the  total
         number of shares of Common  Stock  issued and  outstanding  immediately
         prior to the time of such  issuance  or the close of  business  on such
         record  date plus the  number of shares  of Common  Stock  issuable  in
         payment of such dividend or distribution;

provided,  however,  if such record date shall have been fixed and such dividend
is not fully  paid or if such  distribution  is not fully made on the date fixed
therefor,  the Conversion Price for Series A Preferred Stock shall be recomputed
accordingly  as of the close of business on such record date and  thereafter the
Conversion Price for Series A Preferred Stock shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

         Notwithstanding the foregoing, the shares of Common Stock issuable upon
conversion of the Series A Preferred  Stock shall be deemed  outstanding for all
calculations under this Subsection 6(e).

                  (f)    Adjustments for Other Dividends and  Distributions.  In
the event the  Corporation,  at any time or from time to time after the Original
Issue Date for Series A Preferred  Stock,  shall make or issue,  or fix a record
date for the  determination  of holders of Common Stock


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<PAGE>

entitled to receive, a dividend or other  distribution  payable in securities of
the Corporation  other than shares of Common Stock,  then and in each such event
provision  shall be made so that the holders of Series A  Preferred  Stock shall
receive upon conversion  thereof,  in addition to the number of shares of Common
Stock  receivable  thereupon,  the amount of securities of the Corporation  that
they would have received had such Series A Preferred  Stock been  converted into
Common  Stock on the date of such  event and had  thereafter,  during the period
from the date of such event to and including the conversion date,  retained such
securities   receivable  by  them  as  aforesaid  during  such  period,   giving
application  to all  adjustments  called  for  during  such  period  under  this
paragraph with respect to the rights of the holders of Series A Preferred Stock.

                  (g)    Adjustment    for    Reclassification,    Exchange   or
Substitution.  If the Common  Stock  issuable  upon the  conversion  of Series A
Preferred  Stock shall be changed into the same or a different  number of shares
of  any  class  or  classes  of  stock,   whether  by  capital   reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for above, or a reorganization, merger, consolidation
or sale of assets provided for below), then and in each such event the holder of
each such share of Series A Preferred  Stock shall have the right  thereafter to
convert  such  share  into the kind and  amount  of  shares  of stock  and other
securities and property receivable upon such reorganization, reclassification or
other change, by holders of the number of shares of Common Stock into which such
shares of Series A Preferred Stock might have been converted  immediately  prior
to such  reorganization,  reclassification  or  change,  all  subject to further
adjustment as provided herein.

                  (h)    Adjustment for Merger or  Reorganization,  etc. In case
of any  consolidation  or  merger  of  the  Corporation  with  or  into  another
corporation,  or the  sale  of all or  substantially  all of the  assets  of the
Corporation to another  corporation each share of Series A Preferred Stock shall
thereafter be convertible  (or shall be converted into a security which shall be
convertible)  into the kind and amount of shares of stock or other securities or
property  to which a holder of the  number  of  shares  of  Common  Stock of the
Corporation  deliverable  upon conversion of Series A Preferred Stock would have
been  entitled  upon such  consolidation,  merger or sale;  and,  in such  case,
appropriate  adjustment  (as determined in good faith by the Board of Directors)
shall be made in the  application  of the provisions in this Section 6 set forth
with  respect to the rights and interest  thereafter  of the holders of Series A
Preferred  Stock,  to the end that the  provisions  set forth in this  Section 6
(including  provisions  with respect to changes in and other  adjustments of the
Conversion  Price) shall  thereafter be applicable,  as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter  deliverable
upon the conversion of Series A Preferred Stock.

                  (i)    No  Impairment.   The   Corporation    will  not,    by
amendment of its  Certificate of  Incorporation  or through any  reorganization,
transfer  of  assets,  consolidation,  merger,  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 to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 6 and in the taking of all such action as may
be necessary or  appropriate  in order to protect the  Conversion  Rights of the
holders of Series A Preferred Stock against impairment.

                  (j)      Certificate as to  Adjustments.  Upon the  occurrence
of each  adjustment or  readjustment  of the  Conversion  Price pursuant to this
Section 6, the Corporation at its expense shall promptly compute such adjustment
or  readjustment  in accordance with the terms hereof and furnish to each holder
of Series A Preferred  Stock a certificate,  signed by the  Corporation's  chief
financial officer,  setting forth such adjustment or readjustment and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
Corporation  shall, upon the written request at any time of any


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<PAGE>

holder of Series A Preferred  Stock,  furnish or cause to be  furnished  to such
holder  a  similar   certificate   setting  forth  (i)  such   adjustments   and
readjustments, (ii) the Conversion Price then in effect, and (iii) the number of
shares of Common  Stock and the  amount,  if any, of other  property  which then
would be received upon the conversion of Series A Preferred Stock.

                  (k)    Notice of Record Date. In the event:

                         (i)    that   the   Corporation   declares  a
         dividend (or  any other  distribution)  on  its Common  Stock
         payable  in  Common   Stock   or   other  securities  of  the
         Corporation;

                         (ii)   that  the  Corporation  subdivides  or
         combines its outstanding shares of Common Stock

                         (iii)  of  any reclassification of the Common
         Stock  of  the  Corporation  (other  than  a  subdivision  or
         combination  of its outstanding  shares of  Common Stock or a
         stock  dividend  or  stock distribution  thereon), or of  any
         consolidation  or  merger  of  the Corporation  into or  with
         another corporation,  or of the sale of all or  substantially
         all of the assets of the Corporation; or

                         (iv)   of   the   involuntary  or   voluntary
         dissolution, liquidation or winding  up  of  the Corporation;

then the Corporation  shall cause to be filed at its principal  office and shall
cause to be mailed to the  holders  of Series A  Preferred  Stock at their  last
addresses as shown on the records of the  Corporation or its transfer  agent, at
least 10 days  prior to the date  specified  in (A) below or 20 days  before the
date specified in (B) below, a notice stating

                         (A)    the record date of such  dividend, distribution,
         subdivision  or  combination,  or, if a record is not to be taken,  the
         date as of which the  holders of Common  Stock of record to be entitled
         to such dividend,  distribution,  subdivision or combination  are to be
         determined, or

                         (B)    the   date  on  which   such   reclassification,
         consolidation,  merger sale, dissolution,  liquidation or winding up is
         expected to become  effective,  and the date as of which it is expected
         that  holders of Common  Stock of record  shall be entitled to exchange
         their  shares  of  Common  Stock  for   securities  or  other  property
         deliverable upon such  reclassification,  consolidation,  merger, sale,
         dissolution or winding up.

         7.       Preemptive Rights.

                  (a)    Subject to the provisions of Section 7(f), in  case  of
the proposed  issuance or granting by the  Corporation of shares of any class of
capital stock  (whether  heretofore or hereafter  authorized)  or notes,  bonds,
debentures or other securities convertible into, or carrying options or warrants
to purchase shares of any class of capital stock (all of which are  collectively
referred to herein as "equity securities"), the Corporation shall afford to each
holder of  Series A  Preferred  Stock the  preemptive  right to  subscribe  for,
purchase or receive such  securities,  in such proportion as would, as nearly as
practicable,  preserve such holder's  relative equity position on a Common Stock
equivalent  basis  arising  from such  holder's  ownership of shares of Series A
Preferred


[29020-0401/10K_99 Ex 10.30 VCC Unit Purch.doc]    -24-

<PAGE>

Stock then held by such stockholder), on the terms and conditions provided in
Sections 7(b) through 7(f), inclusive.

                  (b)    Notice.  Written  notice  of  the proposed  issuance or
granting of  securities  within the scope of Section 7(a) shall be given to each
holder of Series A Preferred  Stock not less than 30 days prior to the  proposed
date of issuance or granting,  setting forth the principal  terms and conditions
of the  proposed  issuance  or  granting,  including  the  aggregate  number  of
securities to be issued or granted, the price therefor, and, if a security other
than shares or authorized  capital stock,  the  significant  terms thereof,  the
proportionate  amount of such securities  which such holder shall have the right
to purchase pursuant to Section 7(a) and the price to be paid by and other terms
offered to the holder  therefor,  which price and  principal  terms shall be not
less favorable than the price and terms at which such securities are proposed to
be offered for sale to others.

                  (c)    Subscription.  A   shareholder  of  Series  A Preferred
Stock by written notice given to the  Corporation not less than 15 days prior to
the  proposed  date of  issuance  or  granting,  may  subscribe  for or agree to
purchase  up to  the  entire  amount  of  securities  covered  by  the  holder's
proportionate right at the price and upon the terms set forth in said notice.

                  (d)    Enforceability.  Upon giving  notice to the  Company in
accordance  with Section 7(c),  such holder of Series A Preferred Stock shall be
obligated as if the holder had executed a subscription  agreement containing the
price and terms  stated in the notice  given  pursuant  to Section  7(a) and the
Corporation  thereafter may enforce such agreement pursuant to the provisions of
Delaware law; provided, however, that a stockholder's obligation to purchase any
securities  hereunder shall be conditioned  upon the issuance or granting by the
Corporation  of the  securities at the price and on the terms and conditions set
forth in the  Corporation's  notice given to the  stockholder in accordance with
Section 7(b).

                  (e)    Free Period.  If a holder of Series  A Preferred  Stock
shall not exercise  such holder's  preemptive  rights in the manner and time set
forth in Section 7(c),  then the  Corporation  may  thereafter  for a period not
exceeding 120 days  following the  expiration of said time period issue,  grant,
sell or subject to rights or options (upon the terms and  conditions  and at the
price or prices set forth in the Corporation's  notice) the securities described
in the notice given to such  stockholder by the  Corporation in accordance  with
Section 7(b), which such stockholder would have been entitled to purchase,  free
of the stockholder's  preemptive rights herein provided; any such securities not
so issued, granted, sold or subjected to rights or options of others during such
120-day  period  shall  thereafter  again be  subject to the  preemptive  rights
provided in Section 7(a).

                  (f)    Exempt  Transactions.   Shares   of  capital   stock or
other securities  proposed to be issued or granted by the Corporation  shall not
be subject to preemptive  rights under  Section 7(a) if they (a) are  securities
issued by the Corporation to effect a merger,  consolidation or acquisition of a
business  or  company  on a  stock-for-stock  or  stock-for-assets  basis or are
offered or subject to rights or  options  for  consideration  other than cash as
part of such acquisition; (b) are to be issued to satisfy conversion,  option or
contingent  Common Stock  issuances or warrant rights  heretofore  authorized or
granted  by the  Corporation;  (c) are sold,  issued or  granted  to  employees,
directors or consultants pursuant to a plan or agreement approved by vote of the
Corporation's stockholders;  (d) are treasury shares; (e) are to be issued under
a plan of  reorganization  approved in a proceeding  under any applicable act of
Congress  relating  to  reorganization  of  corporations;   (f)  are  issued  in
connection with a registered public offering of the Corporation's  securities on
behalf  of the  Corporation  pursuant  to an  effective  Registration  Statement
pursuant  to the  Securities  Act of  1933,  as  amended;  (g)  are  granted  in
transactions  not to exceed,  in each case,  an amount equal to 5 percent of the
total of outstanding  shares


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<PAGE>

of Common  Stock as at the date of such  transaction  with (i)  underwriters  in
connection with the public offering of the Corporation's securities on behalf of
the Corporation pursuant to an effective  Registration Statement pursuant to the
Securities Act of 1933, as amended; (ii) finders or brokers in connection with a
private placement or public offering of the  Corporation's  securities on behalf
of the Corporation;  or (iii) financial institutions (including, but not limited
to, banks, trust companies, investment companies, insurance companies or pension
or  profit-sharing  trusts)  in  connection  with  financing  furnished  to  the
Corporation,  if such financing is in the form of loans or non-convertible  debt
or is  approved  by the  Corporation's  stockholders;  or (h)  are  issuable  in
connection  with the  exercise  of rights  under the  Corporation's  stockholder
rights plan.

         IN WITNESS  WHEREOF,  we have executed and attested this Certificate of
Designation  on behalf of the  Corporation  this 1st day of December,  1997.  We
further declare under penalty of perjury under the laws of the state of Delaware
that the matters set forth herein are, to our knowledge, true and correct.

                                 AGRITOPE, INC.


                                 By /s/ Adolph J. Ferro
                                   ----------------------------------------
                                 Adolph J. Ferro
                                 Chairman, President and Chief Executive Officer

Attest:

 /s/ Gilbert N. Miller
--------------------------------
Gilbert N. Miller, Secretary