REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is 
entered into as of April 15, 1997, by and among WILLAMETTE VALLEY 
VINEYARDS, INC., an Oregon corporation (the Company), and the 
following holders of the Company's common stock (each a Holder 
and together the Holders):  WILLIAM MALKMUS, WILLIAM FULLER, 
VIRGINIA FULLER, LORAN STEWART, JEWEL HULT, WILLIAM MANNING, PAUL 
TEN DOESSCHATE, BRUCE HERZINGER, JAMES W. BERNAU, DONALD VOORHIES 
and ACQUISITIONS NORTHWEST, INC. (ANI@).  

                           RECITALS

 To (a) induce the Holders (other than James W. Bernau, 
Donald Voorhies and ANI) to exchange their shares of the common 
stock of Tualatin Vineyards, Inc., an Oregon corporation 
(Tualatin), for the shares of the Company pursuant to a Merger 
Agreement, dated as of April 1, 1997 (the Merger Agreement), 
between the Company, the Holders (other than ANI) and certain 
other parties named in the Merger Agreement, (b) induce James W. 
Bernau and Donald Voorhies, as founders and directors of the 
Company, to approve the granting of the rights under this 
Agreement, and (c) induce ANI to accept shares of the Company's 
Common Stock as payment of its broker's fee arising in connection 
with the transactions contemplated by the Merger Agreement, the 
Company has agreed to provide the registration rights as set 
forth in this Agreement.

Therefore, the parties to this Agreement hereby agree as 
follows:

     1.    Definitions.  Unless the context otherwise requires, 
the terms defined in this Section 1 shall have the meanings 
herein specified for all purposes of this Agreement, applicable 
to both the singular and plural forms of any of the terms herein 
defined.  Capitalized terms used but not defined in this 
Agreement shall have the meanings ascribed to them in the Merger 
Agreement.

Affiliate means any Person which directly or indirectly 
controls, is controlled by, or is under common control with, the 
indicated Person.

Agreement means this Registration Rights Agreement.

ANI means Acquisitions Northwest, Inc.


Board means the Board of Directors of the Company.

Common Stock means the Common Stock of the Company.

Commission means the Securities and Exchange Commission 
or any other Federal agency from time to time administering the 
Securities Act.

Company has the meaning assigned to it in the 
introductory paragraph of this Agreement.

Exchange Act means the Securities Exchange Act of 1934, 
as amended.

Holder(s) has the meaning assigned to it in the 
introductory paragraph of this Agreement, including the Holder(s) 
and their respective successors or assigns.

Holders of a Majority of the Registrable Securities 
means the Person or Persons who are the Holders of greater than 
fifty percent (50%) of the shares of Registrable Securities then 
outstanding (which Person or Persons have the authority to 
approve, consent, or object to, or require Willamette to take 
certain actions in connection with, the registration of the 
Registrable Securities pursuant to this Agreement); provided, 
however, that for purposes of this definition only, the term 
Holders shall not include James W. Bernau or Donald Voorhies.  

Managing Underwriter has the meaning assigned to it in 
Section 2(d) hereof.

Merger means the merger of Tualatin into Willamette 
pursuant to the Merger Agreement.

Person includes any natural person, corporation, trust, 
association, company, partnership, joint venture and other entity 
and any government, governmental agency, instrumentality or 
political subdivision.

The terms register, registered and registration refer 
to a registration effected by preparing and filing a registration 
statement in compliance with the Securities Act, and the 
declaration or ordering of the effectiveness of such registration 
statement.

Registrable Securities means (a) all Common Stock now 
or hereafter owned by the Holders and (b) any securities issued 
or issuable with respect to the Common Stock referred to in 
clause (a) above by way of a stock dividend or stock split or in 
connection with a combination of shares, reclassification, 
recapitalization, merger or consolidation or reorganization; 
provided, however, that such shares of Common Stock shall only be 
treated as Registrable Securities if and so long as they have not 
been (i) sold to or through a broker or dealer or underwriter in 
a public distribution or a public securities transaction, or (ii) 
sold in a transaction exempt from the registration and prospectus 
delivery requirements of the Securities Act under Section 4(1) 
thereof so that, upon the consummation of such sale, all transfer 
restrictions and restrictive legends with respect to such Common 
Stock are removed and the seller and purchaser of such Common 
Stock receive an opinion of counsel for the Company, in form and 
content reasonably satisfactory to such seller and  purchaser and 
their respective counsel, to the effect that such Common Stock in 
the hands of the purchaser is freely transferable without 
restriction or registration under the Securities Act in any 
public or private transaction.

Securities Act means the Securities Act of 1933, as 
amended.

 2.  Piggyback Registration Rights.

(a)  Each time the Company determines to prepare and 
file a registration statement under the Securities Act with 
respect to any of its securities (other than  on Form S-4, S-8 or 
a registration statement covering solely an employee benefit 
plan) in connection with the proposed offer and sale for money of 
any of its securities either for its own account or on behalf of 
any other security holder, the Company agrees to give prompt 
written notice of its determination to all Holders of Registrable 
Securities, which notice shall offer to such Holders the 
opportunity to register the number of shares of Registrable 
Securities as each Holder may request.  Upon the written request 
of a Holder of any shares of Registrable Securities given within 
thirty (30) days after the receipt of such written notice from 
the Company, the Company agrees to use its best efforts to cause 
all such Registrable Securities, the Holders of which have so 
requested registration thereof, to be included in such 
registration statement and registered under the Securities Act, 
all to the extent necessary to permit the sale or other 
disposition by the prospective seller or sellers of the 
Registrable Securities to be so registered.  Notwithstanding the 
foregoing, the Holders of Registrable Securities shall have no 
such registration rights under this section 2(a) if the managing 
underwriter of an underwritten public offering advises the 
Company and the Holders of Registrable Securities in writing that 
in its good faith judgment that only securities issued by the 
Company shall be sold in the offering; provided, however, that if 
securities shall be included in such offering other than those 
securities to be issued and sold by the Company, then all of the 
Registrable Securities requested by the Holders to be registered 
shall be included in the registration statement with respect to 
such offering before the securities of any other individual or 
entity.

(b)  If the registration of which the Company gives 
written notice pursuant to Section 2(a) is for a public offering 
involving an underwriting, in whole or in part, the Company 
agrees to so advise the Holders as a part of its written notice. 
 In such event the right of any Holder to registration pursuant 
to this Section 2 shall be conditioned upon such Holder's 
participation in such underwriting and the inclusion of such 
Holder's Registrable Securities in the underwriting to the extent 
provided herein.  All Holders proposing to distribute their 
Registrable Securities through such underwriting agree to enter 
into (together with the Company and the other holders 
distributing their securities through such underwriting) an 
underwriting agreement with the underwriter or underwriters 
selected for such underwriting by the Company, provided that such 
underwriting agreement is in customary form and is reasonably 
acceptable to the Holders of a Majority of the Registrable 
Securities requested to be included in such registration.

(c)  Notwithstanding any other provision of this 
Section 2, if the managing underwriter of an underwritten 
distribution advises the Company and the Holders of the 
Registrable Securities participating in such registration in 
writing that in its good faith judgment the number of shares of 
Registrable Securities together with any other securities of the 
Company requested to be registered exceeds the number of shares 
of Registrable Securities and other securities which can be sold 
in such offering, then (i) the number of shares of Registrable 
Securities and other securities so requested to be included in 
the offering shall be reduced to that number of shares which in 
the good faith judgment of the managing underwriter can be sold 
in such offering (except for shares to be issued by the Company 
in an offering initiated by the Company, which shall have 
priority over the shares of Registrable Securities and other 
securities), and (ii) such reduced number of shares shall be 
allocated first among all participating Holders of Registrable 
Securities in proportion, as nearly as practicable, to the 
respective number of shares of Registrable Securities requested 
to be included in such registration by such Holders and, then, 
among the holders of other securities, in proportion, as nearly 
as practicable, to the respective number of other securities 
requested to be included in such registration by such other 
holders.  All Registrable Securities and other securities which 
are excluded from the underwriting by reason of the underwriter's 
marketing limitation and all other Registrable Securities not 
originally requested to be so included shall not be included in 
such registration and shall be withheld from the market by the 
Holders thereof for a period, not to exceed 120 days, which the 
managing underwriter reasonably determines is necessary to effect 
the underwritten public offering.

3.  Standstill Agreement.  

(a)  Each Holder of a Registrable Security other than 
James W. Bernau and Donald Voorhies, hereby agrees that it shall 
not sell or otherwise transfer or dispose (other than to donees 
who agree to be similarly bound) any Registrable Securities for 
the two-year period following the effective date of the Merger 
except pursuant to a registered offering pursuant to Section 2 of 
this Agreement.

(b)  Notwithstanding the foregoing, each Holder (other 
than a donee) shall be entitled to sell or otherwise transfer or 
dispose of his or her Registrable Securities prior to two years 
from the effective date of the Merger if there is a significant 
change in circumstances, including but not limited to health or 
financial emergencies, upon 20-days' notice to the Company by the 
Holder prior to any such sale.  If the Holder gives proper notice 
to and confers with the Company prior to such sale, the Company 
shall have no right to object to or to prevent such a sale.

4.  Registration on Form S-3.

(a)  Commencing two years after the effective date of 
the Merger, if any Holder requests that the Company file a 
registration statement on Form S-3 for a public offering of 
shares of the Registrable Securities, and the Company is a 
registrant entitled to use Form S-3 to register the Registrable 
Securities for such an offering, the Company shall use its best 
efforts to cause such Registrable Securities to be registered for 
the offering on such form.  The Company will (i) promptly give 
written notice of the proposed registration to all other Holders 
and (ii) as soon as practicable, use its best efforts to effect 
such registration (including, without limitation, the execution 
of an undertaking to file post-effective amendments, appropriate 
qualification under applicable blue sky or other state securities 
laws and appropriate compliance with applicable regulations 
issued under the Securities Act and any other governmental 
requirements or regulations) as may be so requested and as would 
permit or facilitate the sale and distribution of all or such 
portion of such Registrable Securities as are specified in such 
request, together with all or such portion of the Registrable 
Securities of any Holder or Holders joining in such request as 
are specified in a written request received by the Company within 
thirty (30) days after receipt of such written notice from the 
Company.  If the registration is for a public offering involving 
an underwriting, the substantive provisions of Sections 2(b) and 
2(c) shall be applicable to each registration initiated under 
this Section 4.

(b)  Notwithstanding the foregoing, the Company shall 
not be obligated to take any action pursuant to this Section 4:  
(i) in any particular jurisdiction in which the Company would be 
required to execute a general consent to service of process in 
effecting such registration, qualification or compliance unless 
the Company is already subject to service in such jurisdiction 
and except as may be required by the Securities Act; (ii) if the 
Company, within ten (10) days of the receipt of the request of 
the Holder, gives notice of its bona fide intention to effect the 
filing of a registration statement with the Commission within 
ninety (90) days of receipt of such request (other than with 
respect to a registration statement relating to a Rule 145 
transaction, an offering solely to employees or any other 
registration which is not appropriate for the registration of 
Registrable Securities); (iii) during the period starting with 
the date sixty (60) days prior to the filing of, and ending on a 
date three (3) months following the effective date of, a 
registration statement (other than with respect to a registration 
statement relating to a Rule 145 transaction, an offering solely 
to employees or any other registration which is not appropriate 
for the registration of Registrable Securities), provided that 
the Company is actively employing in good faith all reasonable 
efforts to cause such registration statement to become effective; 
(iv) if the Company has, within the 12-month period preceding the 
date of such request, already effected one such registration on 
Form S-3 for the Holders of a Majority of the Registrable 
Securities pursuant to this Section 4; (v) if the Company has, 
within the 12-month period preceding the date of such request, 
already effected a registration of securities in which the 
Holders of the Registrable Securities requesting registration 
pursuant to this Section 4 were entitled to participate to the 
fullest extent they desired pursuant to Section 2; (vi) if the 
Holders together with holders of any other securities of the 
Company entitled to inclusion in such registration, propose to 
sell Registrable Securities and such other securities, if any, at 
an aggregate price to the public (net of underwriters' discounts 
and commissions) of less than $250,000; or (vii) if the Company 
shall furnish to such Holder a certificate signed by the 
President of the Company stating that in the good faith judgment 
of the Board of Directors it would be seriously detrimental to 
the Company or its stockholders for registration statements to be 
filed in the near future or for any disclosure to be made that, 
in the opinion of the Board of Directors duly advised by counsel, 
is required to be made in connection with the offer or sale of 
Registrable Securities pursuant to such registration, provided 
that the Company's obligation to use its best efforts to file a 
registration statement shall be deferred for a period not to 
exceed ninety (90) days from the receipt of the request to file 
such registration by such Holder, and provided, further, that the 
Company shall not exercise its right under this clause to defer 
such obligation more than once in any twelve-month period.

5.    Registration Procedures.  If  the Company causes the 
registration of Registrable Securities under the Securities Act, 
the Company, at its expense and as expeditiously as possible, 
agrees to:

(a)  In accordance with the Securities Act and all 
applicable rules and regulations, prepare and file with the 
Commission a registration statement with respect to such 
securities and use its best efforts to cause such registration 
statement to become and remain effective until the securities 
covered by such registration statement have been sold, and 
prepare and file with the Commission such amendments and 
supplements to such registration statement and the prospectus 
contained therein as may be necessary to keep such registration 
statement effective and such registration statement and 
prospectus accurate and complete until the securities covered by 
such registration statement have been sold; provided, however, 
that before filing a registration statement or prospectus or any 
amendments or supplements thereto, the Company shall furnish to 
one firm of counsel for the selling security holders, selected by 
the Holders of a Majority of the Registrable Securities covered 
by the registration statement, copies of all documents proposed 
to be filed and shall take into consideration, to the extent 
appropriate, any comments received from such counsel with respect 
to such registration statement, prospectus, amendment or 
supplement;

(b)  If the offering is to be underwritten in whole or 
in part, enter into a written underwriting agreement in form and 
substance reasonably satisfactory to the managing underwriter of 
the public offering and the Holders of a Majority of the 
Registrable Securities participating in such offering;

(c)  Furnish to the Holders of securities participating 
in such registration and to the underwriters of the securities 
being registered such number of copies of the registration 
statement and each amendment and supplement thereto, preliminary 
prospectus, final prospectus and such other documents as such  
underwriters and Holders may reasonably request in order to 
facilitate the public offering of such securities;

(d)  Use its best efforts to register or qualify the 
securities covered by such registration statement under such 
state securities or blue sky laws of such jurisdictions as such 
participating Holders and underwriters may reasonably request 
within  10 days prior to the original filing of such registration 
statement, except that the Company shall not for any purpose be 
required to execute a general consent to service of process or to 
qualify to do business as a foreign corporation in any 
jurisdiction where it is not so qualified;

(e)  Notify the Holders participating in such 
registration, promptly after it shall receive notice thereof, of 
the date and time when such registration statement and each 
post-effective amendment thereto has become effective or a 
supplement to any prospectus forming a part of such registration 
statement has been filed;

(f)  Notify such Holders promptly of any request by the 
Commission for the amending or supplementing of such registration 
statement or prospectus or for additional information;

(g)  Prepare and file with the Commission, promptly 
upon the request of any such Holders, any amendments or 
supplements to such registration statement or prospectus which, 
in the opinion of counsel for such Holders, is required under the 
Securities Act or the rules and regulations thereunder in 
connection with the distribution of the Registrable Securities by 
such Holders;

(h)  Promptly notify each Holder of Registrable 
Securities, at any time when a prospectus relating thereto is 
required to be delivered under the Securities Act, of the 
happening of any event as a result of which such prospectus or 
any other prospectus then in effect contains an untrue statement 
of a material fact or omits to state any material fact required 
to be stated therein or necessary to make the statements therein 
not misleading, and prepare and file promptly with the 
Commission, and promptly notify such Holders of the filing of, 
such amendments or supplements to such prospectus as may be 
necessary so that such prospectus would not contain any untrue 
statement of a material fact or omit to state any material fact 
required to be stated therein or necessary to make the statements 
therein not misleading;

(i)  In case any of such Holders or any underwriter for 
any such Holders is required to deliver a prospectus at a time 
when the prospectus then in circulation is not in compliance with 
the Securities Act or the rules and regulations of the 
Commission, prepare promptly upon request such amendments or 
supplements to such registration statement and such prospectus as 
may be necessary in order for such prospectus to comply with the 
requirements of the Securities Act and such rules and 
regulations;

(j)  Advise such Holders, promptly after it shall 
receive notice or obtain knowledge thereof, of the issuance of 
any stop order by the Commission suspending the effectiveness of 
such registration statement or the initiation or threatening of 
any proceeding for that purpose and promptly use its best efforts 
to prevent the issuance of any stop order or to obtain its 
withdrawal if such stop order should be issued;

(k)  Not file any registration statement or prospectus 
or any amendment or supplement to such registration statement or 
prospectus to which the Holders of a Majority of the Registrable 
Securities included or to be included in a registration have 
reasonably objected on the grounds that such registration 
statement or prospectus or amendment or supplement thereto does 
not comply in all material respects with the requirements of the 
Securities Act or the rules and regulations thereunder, after 
having been furnished with a copy thereof at least five (5) 
business days prior to the filing thereof; provided, however, 
that the failure of such Holders or their counsel to review or 
object to any registration statement or prospectus or any 
amendment or supplement to such registration statement or 
prospectus shall not affect the rights of such Holders or their 
respective officers, directors, partners, legal counsel, 
accountants or controlling Persons or any underwriter or any 
controlling Person of such underwriter under Section 7 hereof;

(l)  Make available for inspection upon request by any 
Holder of Registrable Securities covered by such registration 
statement, by any managing underwriter of any distribution to be 
effected pursuant to such registration statement and by any 
attorney, accountant or other agent retained by any such Holder 
or any such underwriter, all financial and other records, 
pertinent corporate documents and properties of the Company, and 
cause all of the Company's officers, directors and employees to 
supply all information reasonably requested by any such Holder, 
underwriter, attorney, accountant or agent in connection with 
such registration statement;

(m)  At the request of any Holder of Registrable 
Securities covered by such registration statement, furnish to 
such Holder on the effective date of the registration statement 
or, if such registration includes an underwritten public 
offering, at the closing provided for in the underwriting 
agreement, (i) an opinion dated such date of the counsel 
representing the Company for the purposes of such registration, 
addressed to the underwriters, if any, and to the Holder or 
Holders making such request, covering such matters with respect 
to the registration statement, the prospectus and each amendment 
or supplement thereto, proceedings under state and federal 
securities laws, other matters relating to the Company, the 
securities being registered and the offer and sale of such 
securities as are customarily the subject of opinions of issuer's 
counsel provided to underwriters in underwritten public 
offerings, and such opinion of counsel shall additionally cover 
such legal and factual matters with respect to the registration 
as such requesting Holder or Holders may reasonably request, and 
(ii) letters dated each of such effective date and such closing 
date, from the independent certified public accountants of the 
Company, addressed to the underwriters, if any, and to the Holder 
or Holders making such request, stating that they are independent 
certified public accountants within the meaning of the Securities 
Act and dealing with such matters as the underwriters may request 
or, if the offering is not underwritten, that in the opinion of 
such accountants the financial statements and other financial 
data of the Company included in the registration statement or the 
prospectus or any amendment or supplement thereto comply in all 
material respects with the applicable accounting requirements of 
the Securities Act, and additionally covering such other 
accounting and financial matters, including information as to the 
period ending not more than five (5) business days prior to the 
date of such letter with respect to the registration statement 
and prospectus, as such requesting Holder or Holders may 
reasonably request;

(n)  Cause all such Registrable Securities to be listed 
on each securities exchange on which similar securities issued by 
the Company are then listed and, if not so listed, to be listed 
on such an exchange or on the NASD automated quotation system, 
use its best efforts to secure NASDAQ authorization for such 
Registrable Securities and, without limiting the generality of 
the foregoing, to arrange for at least two market makers to 
register as such with respect to such Registrable Securities with 
the NASDAQ;

(o)  Appoint a transfer agent and registrar for all 
such Registrable Securities not later than the effective date of 
such registration statement;

(p)  Enter into such customary agreements (including 
underwriting agreements in customary form) and take all such 
other actions as the Holders of a Majority of the Registrable 
Securities being sold or the underwriters, if any, reasonably 
request in order to expedite or facilitate the disposition of 
such Registrable Securities;

(q)  Otherwise use its best efforts to comply with all 
applicable rules and regulations of the Commission;

(r)  Permit any Holder of Registrable Securities which 
Holder might be deemed to be an underwriter or a controlling 
person of the Company, to participate, to the extent reasonable, 
in the preparation of such registration or comparable statement 
and to require the insertion therein of material, furnished to 
the Company in writing, which in the reasonable judgment of such 
Holder and its counsel should be included; and

(s)  Use its best efforts to cause such Registrable 
Securities covered by such registration statement to be 
registered with or approved by such other governmental agencies 
or authorities as may be necessary to enable the sellers thereof 
to consummate the disposition of such Registrable Securities.

6.   Expenses.

(a)  With respect to each inclusion of shares of 
Registrable Securities in a registration statement pursuant to 
this Agreement, the Company agrees to bear all fees, costs and 
expenses of and incidental to such registration and the public 
offering in connection therewith; provided, however, that 
security holders participating in any such registration agree to 
bear their pro rata share of the underwriting discount and 
commissions, and provided further that with respect to any 
registration on Form S-3 pursuant to Section 4 of this Agreement, 
the Company shall only be required to bear all fees, costs and 
expenses of such registration once in any 12-month period.  

(b)  The fees, costs and expenses of registration to be 
borne as provided in paragraph (a) above, shall include, without 
limitation, all registration, filing, NASD and listing fees, 
printing expenses, fees and disbursements of counsel and 
accountants for the Company, fees and disbursements of counsel 
for the underwriter or underwriters of such securities (if the 
Company and/or selling security holders are otherwise required to 
bear such fees and disbursements), all legal fees and 
disbursements and other expenses of complying with state 
securities or blue sky laws of any jurisdictions in which the 
securities to be offered are to be registered or qualified, 
reasonable fees and disbursements of one firm of counsel for the 
selling security holders, selected by the Holders of a Majority 
of the Registrable Securities to be included in such 
registration, and the premiums and other costs of policies of 
insurance against liability to the Company, its directors and/or 
officers arising out of such public offering.

7.   Indemnification.

(a)  The Company hereby agrees to indemnify and hold 
harmless each Holder of Registrable Securities which are included 
in a registration statement pursuant to the provisions of this 
Agreement and each of such Holder's officers, directors, 
partners, employees, Affiliates, legal counsel and accountants, 
and each Person who controls such Holder within the meaning of 
the Securities Act and any underwriter (as defined in the 
Securities Act) for such Holder, and any Person who controls such 
underwriter within the meaning of the Securities Act, from and 
against, and agrees to reimburse such Holder, its officers, 
directors, partners, employees, Affiliates, legal counsel, 
accountants and controlling Persons and each such underwriter and 
controlling Person of such underwriter with respect to, any and 
all claims, actions (actual or threatened), demands, losses, 
damages, liabilities, costs and expenses to which such Holder, 
its officers, directors, partners, employees, Affiliates, legal 
counsel, accountants or controlling Persons, or any such 
underwriter or controlling Person of such underwriter may become 
subject under the Securities Act or otherwise, insofar as such 
claims, actions, demands, losses, damages, liabilities, costs or 
expenses arise out of or are based upon any untrue statement or 
alleged untrue statement of any material fact contained in such 
registration statement, any prospectus contained therein, or any 
amendment or supplement thereto, or arise out of or are based 
upon 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; provided, however, that the 
Company will not be liable in any such case to the extent that 
any such claim, action, demand, loss, damage, liability, cost or 
expense is caused by an untrue statement or alleged untrue 
statement or omission or alleged omission so made in strict 
conformity with written information furnished by such Holder, 
such underwriter or such controlling Person specifically for use 
in the preparation thereof.

(b)  Each Holder of shares of Registrable Securities 
which are included in a registration statement pursuant to the 
provisions of this Agreement hereby agrees, severally and not 
jointly, to indemnify and hold harmless the Company, its 
officers, directors, employees, Affiliates, legal counsel and 
accountants and each Person who controls the Company within the 
meaning of the Securities Act, from and against, and agrees to 
reimburse the Company, its officers, directors, employees, 
Affiliates, legal counsel, accountants and controlling Persons 
with respect to, any and all claims, actions, demands, losses, 
damages, liabilities, costs or expenses to which the Company, its 
officers, directors, employees, Affiliates, legal counsel, 
accountants or such controlling Persons may become subject under 
the Securities Act or otherwise, insofar as such claims, actions, 
demands, losses, damages, liabilities, costs or expenses are 
caused by any untrue or alleged untrue statement of any material 
fact contained in such registration statement, any prospectus 
contained therein or any amendment or supplement thereto, or are 
caused by the omission or the alleged omission to state therein a 
material fact required to be stated therein or necessary to make 
the statements therein, in light of the circumstances in which 
they were made, not misleading, in each case to the extent, but 
only to the extent, that such untrue statement or alleged untrue 
statement or omission or alleged omission was so made in reliance 
upon and in strict conformity with written information furnished 
by such Holder specifically for use in the preparation thereof.  
Notwithstanding the foregoing, no Holder of Registrable 
Securities shall be obligated hereunder to pay more than the net 
proceeds realized by it upon its sale of Registrable Securities 
included in such registration statement.

(c)  Promptly after receipt by a party indemnified 
pursuant to the provisions of subsection (a) or (b) of this 
Section 7 of notice of the commencement of any action involving 
the subject matter of the foregoing indemnity provisions, such 
indemnified party will, if a claim therefor is to be made against 
the indemnifying party pursuant to the provisions of subsection 
(a) or (b), notify the indemnifying party of the commencement 
thereof; but the omission so to notify the indemnifying party 
will not relieve it from any liability which it may have to an 
indemnified party otherwise than under this Section 7 and shall 
not relieve the indemnifying party from liability under this 
Section 7 unless such indemnifying party is prejudiced by such 
omission.  In case any such action is brought against any 
indemnified party, and it notifies the indemnifying party of the 
commencement thereof, the indemnifying party will be entitled to 
participate therein and, to the extent that it may wish, jointly 
with any other indemnifying parties similarly notified, to assume 
the defense thereof, with counsel satisfactory to such 
indemnified party; provided, however, that if the defendants in 
any such action include both the indemnified party and the 
indemnifying party and the indemnified party shall have 
reasonably concluded that there may be legal defenses available 
to it and/or other indemnified parties which are different from 
or additional to those available to the indemnifying party, the 
indemnified party or parties shall have the right to select 
separate counsel (in which case the indemnifying party shall not 
have the right to direct the defense of such action on behalf of 
the indemnified party or parties).  Upon the permitted assumption 
by the indemnifying party of the defense of such action, and 
approval by the indemnified party of counsel, the indemnifying 
party shall not be liable to such indemnified party under 
subsection (a) or (b) for any legal or other expenses 
subsequently incurred by such indemnified party in connection 
with the defense thereof (other than reasonable costs of 
investigation) unless (i) the indemnified party shall have 
employed separate counsel in connection with the assertion of 
legal defenses in accordance with the proviso to the next 
preceding sentence, (ii) the indemnifying party shall not have 
employed counsel satisfactory to the indemnified party to 
represent the indemnified party within a reasonable time, 
(iii)the indemnifying party and its counsel do not actively and 
vigorously pursue the defense of such action, or (iv) the 
indemnifying party has authorized the employment of counsel for 
the indemnified party at the expense of the indemnifying party.  
No indemnifying party shall be liable to an indemnified party for 
any settlement of any action or claim without the consent of the 
indemnifying party and no indemnifying party may unreasonably 
withhold its consent to any such settlement.  No indemnifying 
party will consent to entry of any judgment or enter into any 
settlement which does not include as an unconditional term 
thereof the giving by the claimant or plaintiff to such 
indemnified party of a release from all liability with respect to 
such claim or litigation.  To the extent that James W. Bernau or 
Donald Voorhies and any other Holder are together either the 
indemnifying parties or the undemnified party, then any action to 
be taken or decisions to be made by such group under this Section 
7(c) shall be approved by the Holders of a Majority of the 
Registrable Securities participating in such group.  

(d)  If the indemnification provided for in subsection 
(a) or (b) of this Section 7 is held by a court of competent 
jurisdiction to be unavailable to a party to be indemnified with 
respect to any claims, actions, demands, losses, damages, 
liabilities, costs or expenses referred to therein, then each 
indemnifying party under any such subsection, in lieu of 
indemnifying such indemnified party thereunder, hereby agrees to 
contribute to the amount paid or payable by such indemnified 
party as a result of such claims, actions, demands, losses, 
damages, liabilities, costs or expenses in such proportion as is 
appropriate to reflect the relative fault of the indemnifying 
party on the one hand and of the indemnified party on the other 
in connection with the statements or omissions which resulted in 
such claims, actions, demands, losses, damages, liabilities, 
costs or expenses, as well as any other relevant equitable 
considerations.  The relative fault of the indemnifying party and 
of the indemnified party shall be determined by reference to, 
among other things, whether the untrue or alleged untrue 
statement of a material fact or the omission or alleged omission 
to state a material fact relates to information supplied by the 
indemnifying party or by the indemnified party and the parties' 
relative intent, knowledge, access to information and opportunity 
to correct or prevent such statement or omission.  
Notwithstanding the foregoing, the amount any Holder of 
Registrable Securities shall be obligated to contribute pursuant 
to this subsection (d) shall be limited to an amount equal to the 
per share public offering price (less any underwriting discount 
and commissions) multiplied by the number of shares of 
Registrable Securities sold by such Holder pursuant to the 
registration statement which gives rise to such obligation to 
contribute (less the aggregate amount of any damages which such 
Holder has otherwise been required to pay in respect of such 
claim, action, demand, loss, damage, liability, cost or expense 
or any substantially similar claim, action, demand, loss, damage, 
liability, cost or expense arising from the sale of such 
Registrable Securities).
No person guilty of fraudulent misrepresentation 
(within the meaning of Section 11(f) of the Securities Act) shall 
be entitled to contribution hereunder from any person who was not 
guilty of such fraudulent misrepresentation.

(e)  In addition to its other obligations under this 
Section 7, the Company further agrees to reimburse each Holder of 
Registrable Securities included in a registration statement 
pursuant to this Agreement (and each of such Holder's controlling 
Persons, officers, directors, parties, employees, Affiliates, 
legal counsel, accountants and underwriters (and controlling 
Persons of such underwriters)) on a monthly basis for all 
reasonable legal fees and other expenses incurred in connection 
with investigating or defending any claim, action, investigation, 
inquiry or other proceeding arising out of or based upon any 
statement or omission, or any alleged statement or admission, 
described in subsection (a) of this Section 7, notwithstanding 
the possibility that such payments might later be field to be 
improper.  To the extent that any payment is ultimately held to 
be improper, each Person receiving such payment shall promptly 
refund such payment.

8.   Reporting Requirements Under the Exchange Act.  The 
Company agrees to keep effective the registration of its Common 
Stock under Section 12 of the Exchange Act and to file timely 
such information, documents and reports as the Commission may 
require or prescribe under Section 13 of the Exchange Act.  The 
Company agrees to file timely such information, documents and 
reports as the Commission may require or prescribe under Section 
13 or 15(d) (whichever is applicable) of the Exchange Act.  The 
Company forthwith on request agrees to furnish to any Holder of 
Registrable Securities (a) a written statement by the Company 
that it has complied with such reporting requirements, (b) a copy 
of the most recent annual or quarterly report of the Company and 
(c) such other reports and documents filed by the Company with 
the Commission as such Holder may reasonably request in availing 
itself of an exemption for the sale of Registrable Securities 
without registration under the Securities Act.  The Company 
acknowledges and agrees that the purposes of the requirements 
contained in this Section 8 are (a) to enable any such Holder to 
comply with the current public information requirement contained 
in paragraph (c) of Rule 144 under the Securities Act should such 
Holder ever wish to dispose of any of the securities of the 
Company acquired by it without registration under the Securities 
Act in reliance upon Rule 144 (or any other similar exemptive 
provision) and (b) to qualify the Company for the use of 
registration statements on Form S- 3.  In addition, the Company 
agrees to take such other measures and file such other 
information, documents and reports, as shall be required of it 
hereafter by the Commission as a condition to the availability of 
Rule 144 under the Securities Act (or any similar exemptive 
provision hereafter in effect) and the use of Form S-3.  The 
Company also covenants to use its best efforts, to the extent 
that it is reasonably within its power to do so, to qualify for 
the use of Form S-3.

9.   Stockholder Information.  The Company may request each 
Holder of Registrable Securities as to which any registration is 
to be effected pursuant to this Agreement to furnish the Company 
with such information with respect to such Holder and the 
distribution of such Registrable Securities as the Company may 
from time to time reasonably request in writing and as shall be 
required by law or by the Commission in connection therewith, and 
each Holder of Registrable Securities as to which any 
registration is to be effected pursuant to this Agreement agrees 
to furnish the Company with such information.

10.   Forms.  All references in this Agreement to particular 
forms of registration statements are intended to include, and 
shall be deemed to include, references to all successor forms 
which are intended to replace, or to apply to similar 
transactions as, the forms herein referenced.

11.  Miscellaneous.

11.1 Waivers and Amendments.  With the written consent 
of the Holders of a Majority of the Registrable Securities, the 
obligations of the Company and the rights of all Holders under 
this Agreement, including James W. Bernau and Donald Voorhies, 
may be waived (either generally or in a particular instance, 
either retroactively or prospectively and either for a specified 
period of time or indefinitely), and with the same consent the 
Company, when authorized by resolution of its Board, may enter 
into a supplementary agreement for the purpose of adding any 
provisions to or changing in any manner or eliminating any of the 
provisions of this Agreement or of any supplemental agreement or 
modifying in any manner the rights and obligations hereunder of 
the Holders and the Company; provided, however, that no such 
waiver or supplemental agreement shall preclude James W. Bernau 
or Donald Voorhies from exercising their registration rights in 
Sections 2 and 4 or reduce the aforesaid proportion of 
Registrable Securities, the Holders of which are required to 
consent to any waiver or supplemental agreement, without the 
consent of the Holders of all of the Registrable Securities. Upon 
the effectuation of each such waiver, consent or agreement of 
amendment or modification, the Company agrees to give prompt 
written notice thereof to the Holders of the Registrable 
Securities who have not previously consented thereto in writing. 
 Neither this Agreement nor any provision hereof may be changed, 
waived, discharged or terminated orally or by course of dealing, 
but only by a statement in writing signed by the party against 
which enforcement of the change, waiver, discharge or termination 
is sought, except to the extent provided in this Section 11.1.  
Specifically, but without limiting the generality of the 
foregoing, the failure of any Holder at any time or times to 
require performance of any provision hereof by the Company shall 
in no manner affect the right of any Holder at a later time to 
enforce the same.  No waiver by any party of the breach of any 
term or provision contained in this Agreement, in any one or more 
instances, shall be deemed to be, or construed as, a further or 
continuing waiver of any such breach, or a waiver of the breach 
of any other term or covenant contained in this Agreement.

11.2 Notices.  All notices, requests, consents and 
other communications required or permitted hereunder shall be in 
writing and shall be delivered, or mailed first class postage 
prepaid, registered or certified mail,

(a)  If to any Holder of Registrable Securities, 
addressed to such Holder either at its address shown on 
Annex A hereto or as it may appear on the records of the 
Company, or at such other address as such Holder may specify 
by written notice to the Company, or

(b)  If to the Company, at 8800 Enchanted Way SE, 
Turner, Oregon 97392, or at such other address as the 
Company may specify by written notice to the  Holders of 
Registrable Securities, with a copy also sent to Jack W. 
Schifferdecker, Jr., at Ater Wynne Hewitt Dodson & Skerritt, 
LLP, 222 SW Columbia Street, Suite 1800, Portland, Oregon 
97201, and each such notice, request, consent and other 
communication shall for all purposes of the Agreement be 
treated as being effective or having been given when 
delivered, if delivered personally, or, if sent by mail, at 
the earlier of its actual receipt or 3 days after the same 
has been deposited in a regularly maintained receptacle for 
the deposit of  U.S. mail, addressed and postage prepaid as 
aforesaid.

11.3 Severability.  Should any one or more of the 
provisions of this Agreement or of any agreement entered into 
pursuant to this Agreement be determined to be illegal or 
unenforceable, all other provisions of this Agreement and of each 
other agreement entered into pursuant to this Agreement, shall be 
given effect separately from the provision or provisions 
determined to be illegal or unenforceable and shall not be 
affected thereby.

11.4 Parties in Interest.  All the terms and provisions 
of this Agreement shall be binding upon and inure to the benefit 
of and be enforceable by the respective successors and assigns of 
the parties hereto, whether so expressed or not and, in 
particular, shall inure to the benefit of and be enforceable by 
the Holder or Holders at the time of any of the Registrable 
Securities.  Subject to the immediately preceding sentence, this 
Agreement shall not run to the benefit of or be enforceable by 
any Person other than a party to this Agreement and its 
successors and assigns.

11.5 Headings.  The headings of the sections, 
subsections and paragraphs of this Agreement have been inserted 
for convenience of reference only and do not constitute a part of 
this Agreement.

11.6 Dispute Resolution.  If a dispute arises out of or 
relates to this Agreement or the breach of this Agreement, and if 
such dispute cannot be settled through direct discussions, the  
Holders and the Company agree to first endeavor to settle the 
dispute in an amicable manner by mediation to be held in 
Portland, Oregon under the Commercial Mediation Rules of the 
American Arbitration Association, before resorting to 
arbitration.  Thereafter, any unresolved controversy or claim 
arising out of or relating to this Agreement, or breach of this 
Agreement, shall be settled by arbitration to be held in 
Portland, Oregon.  The arbitration will be governed by the 
Commercial Arbitration Rules of the American Arbitration 
Association, and the parties shall be allowed discovery in 
accordance with the Federal Rules of Civil Procedure.  If 
Willamette and the Holders cannot jointly select a single 
arbitrator to determine the matter, one arbitrator shall be 
chosen by each of Willamette and the Holders of a Majority of the 
Registrable Securities (or, if a party fails to make a choice, by 
the American Arbitration Association on behalf of such party) and 
the two arbitrators so chosen will select a third.  The decision 
of the single arbitrator jointly selected by Willamette and the 
Holders of a Majority of the Registrable Securities, or, if three 
arbitrators are selected, the decision of any two of them, will 
be final and binding on the parties and the judgment of a court 
of competent jurisdiction may be entered on such decision.  Fees 
of the arbitrators and costs of arbitration shall be borne by 
Willamette and the Holders in such manner as shall be determined 
by the arbitrators.

11.7 Governing Law.  This Agreement shall be construed 
under and governed by the laws of the State of Oregon, exclusive 
of choice of law or conflicts of law rules and principles.

11.8 Expenses.  The Company agrees to pay and hold the 
Holders of the Registrable Securities harmless from liability for 
the payment of, (i) the fees and expenses incurred in connection 
with any requested waiver of the right of any Holder or the 
consent of any Holder to contemplated acts of the Company not 
otherwise permissible by the terms of this Agreement, (ii) the 
fees and expenses incurred with respect to any amendment to this 
Agreement proposed by the Company (whether or not the same 
becomes effective), (iii) the fees and expenses incurred in 
respect of the enforcement of the rights granted under this 
Agreement, and (iv) all costs of the Company's performance of and 
compliance with this Agreement.

11.9 Counterparts.  This Agreement may be execu4ted in 
any number of counterparts and by different parties hereto in 
separate counterparts, with the same effect as if all parties had 
signed the same document.  All such counterparts shall be deemed 
an original, shall be construed together and shall constitute one 
and the same instrument.




IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be 
executed personally or by a duly authorized representative thereof as of the day
and year first above written.

WILLAMETTE VALLEY VINEYARDS, INC..



By:     /s/ J. W. Bernau    
James W. Bernau
President

By:     /s/ Kevin Chambers   
Kevin Chambers
Vice President/General Manager



HOLDERS:


/s/ William Malkmus   
William Malkmus


/s/ William Malkmus, Attorney-in-Fact    
William Fuller


/s/ William Malkmus, Attorney-in-Fact  
Virginia Fuller


/s/ William Malkmus, Attorney-in-Fact    
Loran Stewart


/s/ William Malkmus, Attorney-in-Fact    
Jewel Hult


/s/ William Malkmus, Attorney-in-Fact    
William Manning

/s/ William Malkmus, Attorney-in-Fact    
Paul Ten Doesschate


/s/ William Malkmus, Attorney-in-Fact    
Bruce Herzinger


/s/ J. W. Bernau    
James W. Bernau


/s/ Donald Voorhies   
Donald Voorhies



ACQUISITIONS NORTHWEST, INC.


B
                                                           by: /s/ Cordell Berge
     Name:  Cordell Berge
     Title:  President


                                                      ANNEX A

Name of Holder                                                Address of Holder

William Malkmus                                             415 Manzanita Way
Woodside, CA  94062

William Fuller                                            Tualatin Vineyards
10850 NW Seavey Road
Forest Grove, OR  97116

Virginia Fuller                                          1870 NW 138th Street
Portland, OR  97229

Loran Stewart                                        107 Oakway Center, Suite E
Eugene, OR  97440

Jewel Hult                                                       PO Box 1341
Eugene, OR  97440

William Manning                                              1863 Paros Circle
Costa Mesa, CA  92626

Paul Ten Doesschate                                          759 Tiburon Blvd.
Tiburon, CA  94920

Bruce Herzinger                                                61 TROON
Hattiesburg, MS  39401

James W. Bernau                        c/o Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, OR  97392

Kevin Chambers                         c/o Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, OR  97392

Acquisitions Northwest, Inc.                      210 SW Morrison, Suite 600
Portland, OR  97204
 Status:  DOCUMENT CONVERTED TO FINAL ON April 14, 1997.  
DATES MAY BE DATE CODES AND NOT HARD DATES.


PDX4-49164.4   75100-0005


3
PDX4-49164.4   75100-0005