EXHIBIT 10.49


                                            Building:      E-12
                                            Section:       4-A
                                            Square Feet:   16,000
                                            Term:          02/15/99 - 12/31/2002
                                            Option:         1 - Three (3) Year

                           FREEPORT CENTER ASSOCIATES
                                CLEARFIELD, UTAH

                                      LEASE

     This Lease made and entered into this 25th day of January 1999, by and
between FREEPORT CENTER ASSOCIATES, hereinafter called "Landlord", and
GARDENBURGER, INC., hereinafter called "Tenant."

                                   WITNESSETH:

     In consideration of the covenants and agreements of the respective parties
herein contained, the parties hereto do hereby agree as follows:

                                DEMISED PREMISES

     Landlord hereby leases to Tenant, and Tenant hires from Landlord the
premises described on Exhibit "A" annexed hereto as a part hereof, together with
the improvements thereon (hereinafter referred to as the "demised premises" or
"premises") for the term and upon the rental and the covenants and agreements of
the respective parties herein set forth. Said premises are located in the City
of Clearfield, County of Davis, State of Utah.

                                      TERM

     The term of this Lease shall be Forty-Six and One Half Months beginning on
the 15th day of February 1999, and ending on the day 21st day of December 2002,
both dates inclusive, unless sooner terminated as herein provided.

<PAGE>

                          TERMS AND CONDITIONS OF LEASE

     This Lease is made on the following terms and conditions which are
expressly covenanted and agreed to by Landlord and Tenant:

     1. RENT: Tenant agrees to pay as rental to Landlord at the office of
Landlord, Clearfield, Utah, or at such other place as Landlord may from time to
time designate in writing, without any offset or deduction whatsoever, the total
sum of One Hundred Forty-Eight Thousand Eight Hundred and No/100 Dollars
($148,800.00) over the term of this Lease in lawful money of the United States
in monthly installments as follows:

                  02/15/1999  - 02/28/1999           $1,600
                  03/01/1999  - 12/31/2002           $3,200/Month

Rents are due and payable on the first day of each month (the "Rent"). Any other
amounts or expenses payable by Tenant to Landlord under this Lease, including
amounts payable under Paragraphs 13 and 24, shall be payable upon the rendition
of the Landlord's Statement therefor. If Tenant shall fail to pay the Rent
within five (5) days after the first day of the month, or shall fail to pay any
other amounts payable by Tenant pursuant to the provisions of this Lease within
ten (10) days after the rendition of the Landlord's Statement, Tenant shall pay
Landlord interest thereon at the rate of 18% per annum, which interest shall run
from either (a) the day when the Rent was due, (b) the date Landlord's Statement
for certain increases under Paragraph 13 is sent to Tenant, or (c) for any other
amounts or expenses payable by Tenant, the date of Landlord's expenditures.
Notwithstanding the foregoing, Landlord shall have all legal remedies available
for the enforcement of the payment of Rent and other expenses of Tenant
hereunder, including the power to evict for nonpayment of Rent or other expenses
of tenant as provided in Paragraph 24.

     2. AUTHORIZED USE: Tenant shall use the premises for the following purpose
and for no other purpose whatsoever, without the written consent of the Landlord
first had and obtained:

     Storage and distribution of Tenant's products and materials and related
     activities thereto.

     Tenant shall not cause or permit any hazardous or toxic waste or substance,
petroleum product, PCB, dioxin or asbestos (collectively a "Hazardous
Substance") to be manufactured, discharged, leaked or emitted on, in or under
the premises. Tenant shall not store or use any hazardous substance on the
premises without first disclosing such to Landlord and obtaining Landlord's
approval, which will not be unreasonably withheld. Landlord may reasonably
withhold approval if such storage or use would not be in compliance with all
applicable laws and regulations, if Landlord believes in its absolute discretion
that such use or storage will create an unreasonable risk to Landlord or other
tenants, if Landlord is not assured of Tenant's financial ability to be
responsible for any damages and clean-up in the event of a discharge, leak,
emission or other mishap involving such Hazardous Substance, or if the presence
of the Hazardous Substance will increase Landlord's insurance premiums. Tenant
shall not commit any waste on the premises nor permit any noxious odors or loud
noises which interfere with other tenants' use of their premises to emanate from
the premises.

                                      -2-
<PAGE>

     3. INCREASING INSURANCE RISK: Tenant will not permit the demised premises
to be used for any purpose, other than those noted in Paragraph 2, which would
cause an increase in insurance premiums, render the insurance thereon void or
cause cancellation thereof. In the event the insurance is canceled solely
because of a change in Tenant's use of the premises, Tenant will be liable for
any loss or damage to the building occurring before reinstatement or replacement
of that insurance.

     4. CONDITION OF THE PREMISES:

     A. Tenant has inspected the demised premises including all equipment which
is a part thereof and accepts the premises in the condition they are in as of
the date of this Lease subject to Landlord's obligations under this Lease, as
hereinafter defined, and the warranties and representations of Landlord set
forth in subsection B below and elsewhere in this Lease.

     B. Landlord represents and warrants as follows:

          (i) Landlord has no notice of any liens to be assessed against the
     premises;

          (ii) Landlord has no knowledge of any violation of any laws relating
     to the premises;

          (iii) The execution, delivery, and performance of this Lease by
     Landlord will not result in any breach of, or constitute any default under,
     or result in the imposition of, any lien or encumbrance on the premises
     under any agreement or other instrument to which Landlord is a party or by
     which Landlord or the premises might be bound;

          (iv) There are no legal actions, suites, or other legal or
     administrative proceedings, including condemnation cases, pending or
     threatened, against the premises, and Landlord is not aware of any fact
     that might result in any such action, suit, or other proceeding;

          (v) Landlord knows of no fact or condition of any kind or character
     whatsoever that adversely affects the intended use of the premises by
     Tenant;

          (vi) To Landlord's knowledge, without verification, Tenant's intended
     use of the premises will not violate the applicable zoning classification
     of the premises, and Landlord does not have any knowledge of any action or
     proceeding, whether actual, pending, or threatened, relating to zoning or
     use of the premises; and

          (vii) To Landlord's knowledge, without verification there has been no
     leak, spill, realease, discharge, emission or disposal of Hazardous
     Substances on the premises to date; and the premises are free of Hazardous
     Substances in actionable quantities as of the date of this Lease.

All the foregoing statements are true and correct. Landlord shall indemnify and
hold Tenant harmless from and against any and all damage resulting from any
material misrepresentation or breach of warranty. If any claim is asserted

                                      -3-
<PAGE>

against Tenant that would give rise to a claim by Tenant against Landlord for
indemnification under the provisions of this section, then Tenant shall promptly
give written notice to Landlord concerning such claim and Landlord shall, at no
expense to Tenant, defend the claim.

     5. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS: Tenant shall, at Tenant's own
expense, comply in its use of the premises with all present and future laws,
ordinances, regulations or orders of any federal, state, county, municipal or
other public authority affecting the Tenant's use of the premises, including but
not limited to, the Occupational Safety and Health Act ("OSHA"), the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
the Resource Conservation and Recovery Act ("RCRA") the Federal Water Pollution
Control Act, the Clean Air Act, the Hazardous Materials Transportation Act, the
Toxic Substances Control Act, the Safe Drinking Water Act, the Americans With
Disabilities Act ("ADA"), and any similar laws, ordinances and regulations.
Tenant shall promptly correct any non-compliance upon discovery thereof and
Landlord hereby consents to any action reasonably taken by Tenant to correct
such non-compliance.

     6. CARE OF BUILDING BY TENANT: Tenant agrees to keep the interior of the
building and the improvements on the premises inside and outside the building
and the grounds in good condition and repair including proper servicing and
maintenance of all equipment. The equipment and fixtures to be maintained
include without limitation, lighting fixtures, heating and air conditioning
equipment, truck dock bumpers, overhead freight doors (including all repairs
thereto) and electrical wiring and plumbing systems. Tenant agrees to contract
with a qualified heating and air conditioning service company for periodic
maintenance and service of HVAC equipment. Such work by Tenant also includes
cleaning and painting the interior of the premises as Tenant deems necessary in
order to maintain said premises in a clean, attractive and sanitary condition.
Tenant shall keep the vehicular parking areas, pedestrian walkways, entranceways
and docks reasonably free from icicles, ice and snow and shall keep the ground
surrounding the demised premises clean, promptly removing therefrom all trash,
rubbish, cartons or other debris. Tenant shall maintain and repair the floors of
the premises but shall not be responsible for repairing any damage to the floors
that is caused by or results from a structural defect. If the Tenant fails to do
any of the foregoing as herein required Landlord may elect to proceed under one
or more of its remedies as set forth in Paragraph 24 of this Lease after giving
appropriate notice to Tenant.

     7. REPAIR OF BUILDING BY LANDLORD: Landlord agrees for the term of this
Lease to maintain in good condition and repair the exterior walls, foundation,
roof, gutters and downspouts, abutting sidewalks, and other structural
components of the demised premises. Landlord also shall repair any damage to the
floors of the premises that is caused by or results from a structural defect.
Landlord shall not, however, be obligated to make any such repairs until written
notice of the need of repair shall have been given to the Landlord by the
Tenant. After such notice is so given, Landlord shall promptly make such
repairs.

     8. INSTALLATION, ALTERATIONS AND REMOVALS: It is expressly agreed and
understood that the Tenant will make no alterations, additions or betterments
to, or installations ("alterations") upon the leased premises without the prior
written approval of the Landlord which approval shall not be unreasonably
withheld. Such alterations, if approved, shall be made at Tenant's expense. All
such alterations shall become a part of the premises and may not be removed by
Tenant at termination of this Lease unless Landlord gives written notice to
Tenant to remove all or some part of such alterations, in which event Tenant
shall remove such alterations upon termination.

                                      -4-
<PAGE>

     Tenant shall cause drawings and specifications to be prepared for, and
shall cause to be performed, the construction of the alterations or additions in
accordance with all applicable laws, ordinances and regulations of all duly
constituted authorities, including, with limitation, Title III of the Americans
with Disabilities Act of 1990, all regulations issued thereunder and the
Accessibility Guidelines for Buildings and Facilities issued pursuant thereto,
as the same are in effect on the date hereof and may be hereafter modified,
amended or supplemented ("Applicable Laws"). Notwithstanding Landlord's review
of such drawings and specifications, and whether or not Landlord approves or
disapproves such drawings and specifications, Tenant and not Landlord shall be
responsible for compliance of such drawings and specifications for additions or
alterations with all applicable laws.

     9. ERECTION AND REMOVAL OF SIGNS: Subject to the restrictions of this
Paragraph, Tenant may place suitable signs on the leased premises for the
purpose of indicating the nature of the business carried on by the Tenant in
said premises. Such signs shall be approved by the Landlord in writing prior to
their erection, which approval shall not be unreasonably withheld, and shall not
damage the leased premises in any manner. Tenant shall remove all signs prior to
the expiration of the term.

     10. GLASS: Tenant agrees to immediately replace all glass broken or damaged
during the term of this Lease with glass of the same quality as that broken or
damaged.

     11. RIGHT OF ENTRY BY LANDLORD: The Tenant at any time during the term of
this Lease shall permit inspection including environmental sampling or testing
of the demised premises during reasonable business hours by the Land-lord's
agents or representatives for the purpose of ascertaining the condition of the
demised premises and compliance with governmental laws and regulations, and in
order that the Landlord may make such repairs as may be required to be made by
the Landlord under the terms of this Lease. Sixty (60) days prior to the
expiration of this Lease, Landlord may post suitable notices on the demised
premises that the same are "To Let" and may show the premises to prospective
tenants at reasonable times. Landlord shall not, however, thereby unnecessarily
interfere with the use of demised premises by the Tenant.

     12. PAYMENT OF UTILITIES: Tenant shall pay all charges for water, sewer,
natural gas, electricity, telephone and other public utilities used on the
premises.

     13. PAYMENT OF CERTAIN INCREASES IN PROPERTY TAXES AND INSURANCE:

     A. Tenant shall further pay to Landlord any amount by which the real
property taxes on the premises (Building E-12, Section 4-A - 16,000 Square Feet)
for any year during the term of this Lease commencing with the calendar year
1999, exceed those for 1998 (the "base year"). Taxes for the base year on the
premises (land and improvements, which is proportionately allocated among the
several premises contained within each tax parcel) are calculated as follows:

                                      -5-
<PAGE>

----------------------------------------------------------------------------
    0.704          Acres          x       18,868.00            =   13,283.07
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Demised Premise Fair Market Value                              =   38,112.00
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                                                                   51,395.07
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                                                    Tax Rate   =    0.012746
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Base Year Taxes Due on Demised Premises                        =      655.08

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     The same method of calculation shall be used for each subsequent year,
including adjustments for alterations and new improvements made to the premises.

     Landlord will provide Tenant each year with a complete computation of the
taxes for the demised premises and within thirty (30) days thereafter Tenant
will pay Landlord the increase in taxes over the base year taxes.

     Real property taxes include all assessments and other governmental levies,
ordinary and extraordinary, foreseen and unforeseen, which are assessed or
imposed upon the premises or become payable during the term of this Lease. With
respect to any assessment or governmental levy for improvements that may be paid
in installments, Landlord shall elect to pay such assessment or levy in
installments and shall pay the installments that become due and payable after
the term of this Lease expires, and Tenant shall pay all such installments that
become due and payable at any time during the term of this Lease. Landlord
warrants that as of the date this Lease is executed there are no special
assessments taxed or imposed against the premises, and that Landlord has no
knowledge of any planned, proposed, or impending assessments against the
premises.

     All amounts payable by Tenant under the provisions of this Paragraph shall
be prorated during the first and last years of this Lease on the basis of a
360-day year, 30-days allocated to each month.

     Tenant shall also have the right at its own cost and expense, and for its
sole benefit, to initiate and prosecute any proceedings permitted by law for the
purpose of obtaining an abatement of or otherwise contesting the validity or
amount of taxes assessed to or levied upon the demised premises and requested to
be paid by Tenant and to defend any claims for lien that may be asserted against
Landlord's estate, and, if required by law, Tenant may take such action in the
name of the Landlord who shall cooperate with Tenant to such extent as Tenant
may reasonable require, to the end that such proceedings may be brought to a
successful conclusion; provided, however, that Tenant shall fully indemnify and
save Landlord harmless for all loss, cost, damage and expense incurred by or to
be incurred or suffered by Landlord in the premises arising out of such tax
protest.

     B. Tenant shall also pay to Landlord any amount by which the property
insurance premiums allocable to the demised premises for any year during the
term of this Lease exceed the annual premium of $155.06 presently paid by
Landlord for the demised premises prior to Tenant's occupancy. In determining
whether increased premiums are allocable to the demised premises, any schedules
or rating procedures, as well as general rate increases, as determined by the
organization issuing the insur-ance shall be conclusive evidence of the several
items and charges which make up the insurance rates and premiums on the demised
premises. Landlord will provide Tenant with a complete computation of any
premium increase on the demised premises and within thirty (30) days thereafter
Tenant will pay Landlord the insurance premium increase as set forth in the
computation in Exhibit D.

                                      -6-
<PAGE>

     C. If this Lease is terminated at other than the end of a calendar year,
all amounts payable by Tenant to Landlord under the provisions of this Paragraph
13 shall be prorated on the basis of a 360-day year, 30 days allocated to each
month.

     14. ASSIGNMENT AND SUBLETTING: Tenant shall not transfer or assign this
Lease or any interest therein nor sublet or otherwise make available
("transfer") to any third party any part of the demised premises without first
notifying Landlord in writing and receiving the written consent of Landlord to
such transfer, which consent will not be unreasonably withheld, delayed, or
qualified. The written notice to Landlord shall describe the area to be
transferred and the rent and other consideration receivable for such transfer. A
transfer by Tenant without the written consent of Landlord first received shall
permit Landlord to terminate this Lease pursuant to Paragraph 24.

     No transfer consented to by Landlord shall relieve Tenant of its
obligations hereunder, and Tenant shall continue to be liable as principal as
though no transfer had been made. It is agreed that a transfer by corporate
merger or to an affiliated corpor-ation shall not be subject to the provisions
of this Paragraph 14 so long as the transferee has a net worth equal to or in
excess of the net worth of Tenant.

     15. DAMAGE OR DESTRUCTION:

     A. If the demised premises or any part thereof shall be damaged or
destroyed by fire or other casualty, Landlord shall promptly repair all such
damage and restore the demised premises without expense to Tenant, subject to
delays due to adjustment of insurance claims, strikes and other causes beyond
Landlord's control. If such damage or destruction shall render the premises
untenable in whole or in part, the rent shall be abated wholly or
proportionately as the case may be until the damage shall be repaired and the
premises restored. If the damage or destruction shall be so extensive as to
require the substantial rebuilding (i.e., expenditure of twenty-five (25%)
percent or more of replacement costs) of any one building included in the
demised premises, or if the leased premises cannot reasonably be rebuilt or
repaired within one hundred twenty (120) days from the date of such damage, or
if the damage occurs within the last twelve (12) months of the term of this
Lease, either party may elect to terminate this Lease by written notice to the
other within thirty (30) days after the occurrence of such damage or
destruction.

     B. Neither Landlord nor Tenant shall be liable to the other (or to the
other's successors or assigns) for any loss or damage caused by fire or any of
the risks enumerated in a standard fire insurance policy with an extended
coverage endorsement, and in the event of insured loss, neither party's
insurance company shall have a subrogated claim against the other. All such
claims for any and all loss, however caused, are hereby waived. Such absence of
liability shall exist whether or not the damage or destruction is caused by the
negligence of Landlord or Tenant or by any of their respective agents, servants,
employees, or sublessees.

                                      -7-
<PAGE>

     16. AUTOMATIC SPRINKLER SYSTEM: Landlord agrees to maintain the Automatic
Sprinkler System to conform with the requirements of the Utah Fire Rating Bureau
for grading the building as an Automatic Sprinklered Building. Tenant agrees to
repair any damage to this system arising out of its occupancy, ordinary wear and
tear excepted, and to hold Landlord free and harmless from damage to or
destruction of any and all property resulting from leakage of said Automatic
Sprinkler System, during the term of this Lease or any extension thereof, or any
holdover occupancy.

     17. INDEMNIFICATIONS:

     A. Tenant shall indemnify Landlord and Landlord's partners, employees, and
agents against and hold harmless and defend them from all claims, costs,
damages, demands, expenses, fines, judgments, liabilities, and losses (including
reasonable attorney fees, paralegal fees, expert witness fees, consultant fees,
and other costs of defense) arising out of or related to any activity of Tenant
or its contractors, agents, employees, invitees, or licensees on the premises or
any condition of the premises in the possession or under the control of Tenant
except to the extent caused by Landlord's negligence or willful misconduct.

     B. Landlord shall indemnify Tenant and Tenant's directors, officers,
employees, and agents against and hold harmless and defend them from all claims,
costs, damages, demands, expenses, fines, judgments, liabilities, and losses
(including reasonable attorney fees, paralegal fees, expert witness fees,
consultant fees, and other costs of defense) arising out of or related to any
negligence or willful misconduct of Landlord, or the contractors, agents,
employees, invitees, or licensees of Landlord, in or about the premises either
prior to or during the term of this Lease.

     18. INSURANCE: Tenant agrees to carry adequate Workmen's Compensation
Insurance to comply with the legal requirements of the State of Utah. Tenant
agrees to carry adequate or appropriate Commercial General Liability insurance
insuring against all liability exposure to third parties arising out of Tenant's
operations or use of the premises, in a company or companies authorized to issue
insurance in Utah, and to furnish to the Landlord Certificates of such insurance
which include a thirty (30) day notice to the Landlord prior to any cancellation
or reduction thereof by the company or companies.

     19. SURRENDER OF PREMISES: Tenant agrees to surrender up the demised
premises at the expiration, or sooner termination of this Lease, or any
extension thereof, in the same condition, as when said premises were delivered
to the Tenant, or as altered, pursuant to the provisions of this Lease, ordinary
wear, tear and damage by the elements excepted. Tenant shall also remove all of
its personal property from the demised premises not later than the time of
termination. Tenant specifically covenants that upon termination the premises
will be free of any hazardous waste material that Tenant brought into the
premises.

     20. HOLDOVER: Should Tenant holdover the demised premises or any part
thereof after the expiration of the term of this Lease, unless otherwise agreed
in writing, such holding over shall constitute a tenancy from month-to-month
only, and Tenant shall pay a sum equal to one and one-half (1-1/2) times the
monthly rental provided herein, payable monthly in advance, but otherwise on the
same terms and conditions as herein provided, except as to any provisions
hereof relating to renewals or extensions.

                                      -8-
<PAGE>

     21. QUIET ENJOYMENT: If and so long as the Tenant pays the rents reserved
by this Lease and performs and observes all the covenants and provisions hereof
the Landlord will, throughout the term of this Lease, warrant and defend the
Tenant in the enjoyment and peaceful possession of the demised premises against
all parties claiming a title to the premises superior to Landlord's and against
all parties claiming by through or under Landlord.

     22. WAIVER OF COVENANTS: It is agreed that the waiving of any of the
covenants of this Lease by either party shall be limited to the particular
instance and shall not be deemed to waive any other breaches of such covenant or
any provision herein contained; nor shall waiver of any breach by another tenant
be deemed to waive any breach by Tenant.

     23. DEFAULT PROVISIONS:

     A. The following events shall be considered events of default by Tenant:

          (i) Failure to pay any rent or other sums payable under this Lease or
     any part thereof, within ten (10) days of the date when due, provided that
     the failure to pay rent when due four times in any twelve month period
     shall be an event of default; or

          (ii) Tenant's failure to perform or comply with any of the covenants,
     agreements, terms or provisions contained in this Lease for which it is
     responsible, when such failure shall have continued for a period of thirty
     (30) days after written notice thereof from Landlord to Tenant, except that
     in connection with a default not susceptible of being cured with due
     diligence within thirty days, the time within which Tenant shall cure the
     same shall be extended for such time as may be necessary to cure the same
     with all due diligence, provided Tenant commences within 7 days of the date
     of receipt of such notice to cure the same and proceeds diligently to
     affect such cure; or

          (iii) Abandoning or vacating the leased premises or if Tenant shall be
     dispossessed therefrom by or under any authority other than Landlord.

     B. Upon the occurrence of any such events of default, Landlord shall have
the right to pursue any one or more of the following remedies:

          (i) Make performance for Tenant of any covenant or condition which
     Tenant is in default of and for the purpose advance such amounts as may be
     necessary. Any amounts so advanced or any expense incurred by Landlord by
     reason of the failure of Tenant to comply with any covenant, agreement,
     obligation or provision of this Lease or in defending any action to which
     Landlord may be subjected by reason of any such failure shall be due and
     payable to Landlord on demand, and interest shall accrue thereon from the
     date of expenditure at the rate of 18% per annum.

          (ii) Terminate this Lease and end the term hereof by giving to Tenant
     written notice of such termination, in which event Landlord shall be
     entitled to recover from Tenant the amount of rent and other amounts then
     due in this Lease and damages and attorney's fees; or

                                      -9-
<PAGE>

          (iii) Without retaking possession of the premises or terminating this
     Lease, to sue monthly for and recover all rents, other required payments
     due under this Lease, and other sums, including damages and legal fees, at
     any time and from time to time accruing hereunder; or

          (iv) Upon notice to all interested parties, re-enter and take
     possession of the premises or any part thereof and repossess the same as of
     Landlord's former estate and expel Tenant and those claiming through or
     under Tenant and remove the effects of both or either (with use of
     reasonable force) without liability for trespass and without prejudice to
     any remedies for arrears of Rent and the Rent for the balance of the term
     of this Lease. Landlord may relet the premises or any part thereof for such
     term or terms and at such rental or rentals and upon such other terms and
     conditions as Landlord may deem advisable with the right to make
     alterations and repairs to the premises. Such re-entry or taking of
     possession of the premises by Landlord shall not be construed as an
     election on Landlord's part to terminate this Lease unless a written notice
     of termination be given to Tenant or unless the termination thereof be
     decreed by a court of competent jurisdiction. In the event of Landlord's
     election to proceed under this subparagraph, then such repossession shall
     not relieve Tenant of its obligations and liabilities under this Lease, all
     of which shall survive such repossession, and Landlord shall be entitled to
     recover the following amounts as damages:

               (a) The loss of rental from the date of default until the date on
          which a new tenant is, or with the exercise of reasonable efforts
          could have been, secured and paying rent (the "New Tenant Date").

               (b) The reasonable costs of reentry and reletting including
          without limitation the cost of any cleanup, refurbishing, removal of
          Tenant's property and fixtures, or any other expense occasioned by
          Tenant's default including but not limited to, any remodeling or
          repair costs, attorney fees, court costs, and broker commissions.

               (c) The difference between the Rent reserved in this Lease for
          the balance of the Lease term after the New Tenant Date and the fair
          rental value of the premises for the same period, both discounted as
          of the New Tenant Date at a rate equal to the prime loan rate of major
          Utah banks in effect at the time of the award.

          (v) Use of any of the foregoing remedies shall not preclude pursuit of
     any of the other remedies provided for herein. Failure by Landlord to
     enforce one or more of the remedies herein provided upon an event of
     default shall not be deemed or construed to constitute a waiver of such
     default, or of any other violation or breach of any of the terms,
     provisions and covenants herein contained.

     24. BANKRUPTCY OR INSOLVENCY:

     A. No election by Tenant's trustee or the debtor-in-possession to assume
this Lease, whether under Chapter 7 or chapter 11, shall be effective unless all
defaults under this Lease have been cured and Landlord has received adequate
assurance that it will be compensated for any actual pecuniary loss incurred by
Landlord arising from the default of Tenant.

                                      -10-
<PAGE>

     B. When, pursuant to the Bankruptcy Code, Tenant's trustee or the
debtor-in-possession shall be obliged to pay reasonable use and occupancy
charges for the use of the premises, such charges shall not be less than the
Rent payable by Tenant under this Lease.

     25. ATTORNEY'S FEES: In the event either party shall sue or bring an action
or proceeding in connection with any controversy arising out of this Lease, the
prevailing party shall be entitled to recover from the losing party the
reasonable costs and reasonable attorney fees incurred by the prevailing party
prior to and at trial and on any appeal.

     26. FAILURE TO PERFORM COVENANT: Except for Tenant's obligation to pay Rent
and to pay other monies including maintenance of insurance, any failure on the
part of either party to perform any obligation hereunder, and any delay in doing
any act required hereby shall be excused if such failure or delay is caused by
any strike, lockout or governmental restriction to the extent and for the period
that such continues.

     27. RIGHTS OF SUCCESSORS AND ASSIGNS: The covenants and agreements
contained in this Lease shall apply to, inure to the benefit of, and be binding
upon the parties hereto and upon their respective successors in interest and
legal representatives.

     28. TIME: Time is of the essence of this Lease and every term, covenant
and condition herein contained.

     29. LIENS: Tenant agrees not to permit any lien for monies owing by Tenant
to remain against the premises for a period of more than thirty (30) days
following discovery of the same by Tenant; provided, however, that nothing
herein contained shall prevent Tenant, in good faith and for good cause, from
contesting in the courts the claim or claims of any person, firm or corporation
growing out of Tenant's operation of the demised premises or costs of
improvements by Tenant on the said premises, and the postponement of payment of
such claim or claims, until such contest shall finally be decided by the courts,
shall not be a violation of this Lease or any covenant hereof. Should any such
lien be filed and not released or discharged or action not commenced to declare
the same invalid within thirty (30) days after discovery of same by Tenant,
Landlord may at Landlord's option (but without any obligation so to do) pay or
discharge such lien and may likewise pay and discharge any taxes, or other
charges against the premises which Tenant is obligated hereunder to pay and
which may or might become a lien on said premises. Tenant agrees to repay any
sums so paid by the Landlord upon demand therefor, together with interest at the
rate of eighteen (18%) percent per annum from the date any such payment is made.

     30. LIMITATION OF LANDLORD'S LIABILITY: The obligations of Landlord under
this Lease do not constitute personal obligations of the individual partners of
Landlord and Tenant shall look solely to the real property known as the Freeport
Center and to no other assets of the Landlord for satisfaction of any liability
in respect of this Lease and will not seek recourse against the individual
partners of Landlord or any of their personal assets for such satisfaction.

     31. EMINENT DOMAIN:

     A. In the event any power of eminent domain shall ever be used by any
government authority, federal, state, county or municipal, or by any other party

                                      -11-
<PAGE>

vested by law with such power, for the taking of the premises or any
substantial portion thereof, or if such taking shall materially prevent the use
and enjoyment of the premises by Tenant for the purposes set forth herein,
Tenant shall have the right thereupon to terminate this Lease by giving written
notice to Landlord. Rent shall abate from the date of such taking, and any
prepaid Rent and other charges for any period beyond such date shall be returned
to Tenant.

     B. In the event of the taking of a substantial portion less than the whole
of the premises, Tenant may elect, in lieu of exercising its right of
termination, to continue in possession, under the terms of this Lease, of the
portion of the premises not so taken, and the Rent hereunder shall be abated by
such proportion as the number of square feet of area taken bears to the total
number of square feet of area included in the premises. In such event, if any
portion of any building or buildings comprising the premises shall have been
taken, Landlord shall restore such building or buildings by repairing and
enclosing the same to the extent necessary and possible to provide an integral
and complete building suitable for the purposes set forth in Paragraph 3 of this
Lease, giving effect to the reduced size of the premises. During the restoration
period, Rent and other charges shall abate for the period during which the
premises are not suitable for Tenant's business needs.

     C. In the event of a taking that does not affect a substantial portion of
the premises or materially prevent the use and enjoyment of the premises of
Tenant for the purposes set forth herein, this Lease shall not terminate but
Landlord shall, at its sole cost and expense, with due diligence, restore the
premises as speedily as practical to its condition before the taking including
without limitation any tenant improvements constructed by Landlord. During the
restoration period, the Rent and other charges shall abate for the period during
which the premises are not suitable for Tenant's business needs. The Rent and
other charges shall abate proportionately based upon the portion of the premises
that are not suitable for Tenant's business needs.

     D. Any award or compensation for damages, whether resulting by judgment
or verdict after trial or by agreement under threat of condemnation, applying to
the leasehold interest created hereby, shall be paid to Landlord, and Tenant
hereby authorizes Landlord as attorney-in-fact of Tenant to enter into any
agreement or compromise, execute any instrument of transfer or assignment or
otherwise, and do any other acts in connection with such leasehold interest and
such eminent domain proceedings as Landlord, in its discretion, shall determine;
provided, however, Landlord shall hold the proceeds of any such compensation,
award or settlement (other than severance damages which may be awarded to
Landlord by reason of the severance of the premises or a portion thereof from
other lands owned by Landlord) in trust for the benefit of Landlord, Tenant any
mortgagee as their interests may appear.

     E. When Tenant claims an interest in any such proceeds, Tenant's leasehold
interest for purposes of measuring Tenant's interest in such proceeds shall be
deemed limited to the remainder of the term of this Lease then in effect, and
no future right of extension or renewal at Tenant's option shall be construed
to enlarge Tenant's leasehold interest for such purposes.

     32. SUBORDINATION OF LEASE TO MORTGAGES ON THE DEMISED PREMISES: This Lease
shall be subject and subordinate to any mortgage (or trust deed) now existing or
hereafter placed on the demised premises given to secure a loan made by a lender
to Landlord, and to any renewals, replacements, extensions or consolidations

                                      -12-
<PAGE>

thereof, which shall contain a provision that, so long as Tenant shall not be in
default in the performance of its obligations under this Lease in such manner
and after such notice as would entitle Landlord to terminate this Lease, the
holder of such mortgage or trust deed shall not disturb the possession of Tenant
or terminate this Lease. Landlord shall obtain and deliver to Tenant from any
future mortgagee or trust deed beneficiary a written subordination and
nondisturbance agreement in recordable form providing that so long as Tenant
performs all of the terms, covenants and conditions of this Lease and agrees to
attorn to the mortgagee or beneficiary of the deed of trust, Tenant's rights
under this Lease shall not be disturbed and shall remain in full force and
effect for the term of this Lease and Tenant shall not be joined by the holder
of any mortgage or deed of trust in any action or proceeding to foreclose
thereunder. Landlord represents and warrants that, as of the date hereof, the
only mortgage or trust deed existing against the premises is a deed of trust in
the original principal amount of $30,750,000 in favor of Northwestern Mutual
Life Insurance Company.

     33. REPRESENTATIONS: Tenant acknowledges that the Landlord has made no
agreement or promise concerning the alteration, improvement, adaptation or
repair of any part of the premises which has not been set forth herein, and that
this Lease contains all the agreements made and entered into between the Tenant
and the Landlord.

     34. LIGHTS ON EXTERIOR OF BUILDING: Tenant shall burn the lights affixed to
the exterior of any building it occupies from one (1) hour after sunset to one
(1) hour before sunrise nightly.

     35. OUTSIDE STORAGE: Tenant shall not store any personal property outside
the building on the premises except for self-propelled vehicles, containers used
for trash and garbage collection and disposal, and items required to support the
premises' utility systems. Other items may be stored only with Landlord's
consent, which will not be unreasonable withheld or delayed.

     36. SECURITY DEPOSIT:

          Delete

     37. GARBAGE COLLECTION: Cost of garbage collection shall be borne by
Tenant. Arrangement for such service shall be made by Tenant, subject to
approval of Landlord which approval shall not be unreasonably withheld, delayed,
or qualified.

     38. RULES AND REGULATIONS: Landlord has found it necessary to post
vehicular traffic control signs on streets and may from time to time impose
certain traffic and parking rules and regulations at Freeport Center. Tenant
agrees to comply with, and use reasonable efforts to cause its employees and
other personnel, to comply with such posted signs and rules and regulations, and
Tenant shall be responsible for causing its employees to park in designated
areas and to operate their motor vehicles within posted speed limits and in
accordance with other traffic signs.

     39. CONSTRUCTION OF LEASE: Words of any gender used in this Lease shall be
held to include any other gender, and words in the singular number shall be held
to include the plural when the sense requires. Interpretation, construction and
performance of this Lease shall be governed by the laws of Utah.

                                      -13-
<PAGE>

     40. PARAGRAPH HEADINGS: The paragraph headings as to the contents of
particular paragraphs herein are inserted only for convenience and are in no way
to be construed as part of such paragraph or as a limitation on the scope of the
particular paragraph to which they refer.

     41. NOTICES: Any notice required or permitted to be given hereunder shall
be deemed sufficient if given by communication in writing by hand-delivery,
express over-night mail, by public or private carrier, postage prepaid and
certified, and addressed as follows:

     If to the Landlord, at the following address:

                           FREEPORT CENTER ASSOCIATES
                        P.O. BOX 160466 - FREEPORT CENTER
                              CLEARFIELD, UT 84016

     If to the Tenant, at the following address:

                               GARDENBURGER, INC.
                    1411 S.W. MORRISON STREET - FOURTH FLOOR
                               PORTLAND, OR 97205


     42. OPTION: Provided that Tenant is not in default of the terms of this
Lease at the time of notification or the effective date of the extended term of
this Lease, Tenant shall have the right to renew and extend the term of this
Lease for one successive three-year period, which right shall be exercised by
Tenant delivering to Landlord written notice of its exercise of such option to
renew at least ninety (90) days prior to the expiration of the Lease. Such
renewed and extended term shall be subject to the conditions set forth in this
Lease except the rent shall be as set forth below:

         01/01/2003  - 12/31/2005           $ 3,500/Month


     IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the day and year first above written.

TENANT:                                     LANDLORD:

GARDENBURGER, INC.                          FREEPORT CENTER ASSOCIATES


By  /s/James W. Linford                     By  /s/Gordon Olch
    ----------------------------------          --------------------------------
Its V.P. Operations                         Its Partner


                                      -14-
<PAGE>

                                   Exhibit "A"

                                    PREMISES



     16,000 square feet of floor space, more or less, in Building Number E-12,
Section 4-A together with the underlying and immediately adjacent land and such
use of the surrounding walls and roof as may be necessary for use of the space
for the purposes herein set out, such land and building being more completely
delineated on a map entitled "General Plan", Revised attached hereto as Exhibit
"B" and made a part hereof, and the location of such floor space within such
building being more completely delineated on a drawing entitled Building E-12,
attached hereto as Exhibit "C" and made a part hereof.

     Together with the necessary rights of ingress and egress and the right to
use in common with other tenants of Freeport Center, all of the roadways serving
the above described buildings to the extent necessary to enable the Tenant to
utilize the property for the purposes herein set forth.
















                                   Exhibit "A"
<PAGE>

                                   Exhibit B


                         [Map of Demised Premises]
















                                  Exhibit "B"
<PAGE>

                                  Exhibit "C"


                         [Floor Plan of Building E-12]











                                  Exhibit "C"
<PAGE>

                                    Exhibit D


================================================================================

                         PROPERTY INSURANCE CALCULATION

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
100% Insurance Values              07/01/1998 - 06/30/1999             73,902.00
--------------------------------------------------------------------------------
100% Insurance Values Insurance                                   160,472,060.00
--------------------------------------------------------------------------------
                  Insurance Cost Attributable to Building E-12
--------------------------------------------------------------------------------
                  Total Premium                     E-12 Premium
                  -------------         =           -------------
                  Total Value                       E-12 Value
                  -----------------------------------------------
                     73,902                               X
                  -------------         =           -------------
                   160,472,060                        2,520,000
                  -----------------------------------------------
                        X =            1163         Annual Premium
--------------------------------------------------------------------------------
Building E-12 (16,000/120,000 Square Feet)                               $155.06
--------------------------------------------------------------------------------





================================================================================


                                  Exhibit "D"