EXHIBIT 10.32

AWARD AGREEMENT  under the  Gardenburger, Inc.  2001 Stock Incentive Plan    INCENTIVE STOCK OPTION

|Company:     |  | GARDENBURGER, INC.1411 SW Morrison Street
Suite 400
Portland, Oregon 97205 |       
|------------ |  | -------------------------------------------------------------------------- | ------
|Participant: |  |                                                                            |       
|             |  |                                                                            |       
|             |  |                                                                            |       
|             |  |                                                                            |       
|Date:        |  |                                                                            | , 2001
|             |  |                                                                            |       

Company
maintains the Gardenburger, Inc. 2001 Stock Incentive Plan (the "Plan"). The Plan is administered by the Stock-Based Awards Committee (the "Committee") of the Board of
Directors of Company (the "Board").

This
Award Agreement evidences the grant of an Incentive Stock Option (the "Option") to Participant under the Plan.





This
provision will not be deemed to restrict the authority, discretion, or power of the Board, by any action taken in compliance with Company's articles of incorporation and bylaws,
to terminate Participant's employment with Company, with or without Cause. Rather, the foregoing provisions merely define, for purposes of Participant's contractual rights and remedies under this
Agreement, the circumstances in which termination of Participant's employment will constitute termination for Cause.



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"Continuation Period"means a period described in Section 3.7.1 during which the Option continues after termination of
employment.

"Dollars" or "$"refers to United States dollars.

"Employer"means Company or a Subsidiary of Company.

"Good Reason"for all purposes of this Agreement, termination by Participant of Participant's employment with Company for "Good Reason"
means termination based on any of the following:



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"Grant Date"means the date the Option is granted, which is reflected as the date of this Agreement.

"Termination Date"means the date Participant ceases to be a full-time employee of any Employer for any reason, including
death, Disability, and Retirement.

"Voting Securities"means Company's issued and outstanding securities ordinarily having the right to vote at elections of Company's
Board.

Capitalized
terms not otherwise defined in this Agreement have the meanings given them in the Plan.

Subject
to the terms and conditions of this Agreement and the Plan, Company grants to Participant the Option to purchase            Shares of Company's common stock with a
per-share option exercise price of $      .

The
Option will be subject to all applicable provisions of the Plan and to the following terms and conditions:

3.1Incentive Stock Option.The Option is intended to qualify as an incentive stock option meeting the
requirements of IRC § 422.

3.2Term.The term of the Option commenced on the Grant Date and will expire on the tenth anniversary
of the Grant Date unless terminated earlier in accordance with this Agreement.

3.3Exercisability.The Option is initially unexercisable in whole or in part, and unless the
exercisability of the Option is accelerated or the Option is terminated or canceled earlier in accordance with this Agreement, the Option will become exercisable as to 20 percent of the Shares
as of each of the first five anniversaries of the Grant Date.

3.4Effect of Meeting Performance Goals.Notwithstanding the provisions of Section 3.3, if
Company's earnings before interest, taxes, depreciation, and amortization ("EBITDA") for Company's fiscal year ending September 30, 2001, equals or exceeds $      , the Option will
become exercisable as to 20 percent on September 30, 2001, and will become exercisable as to an additional 20 percent as of each of the following four anniversaries of the Grant
Date.

3.5Effect of Death or Disability.Notwithstanding the provisions of Section 3.3, the entire
Option will become fully exercisable upon Participant's death or upon termination of Participant's employment by reason of Disability.

3.6Effect of Change in Control.Notwithstanding the provisions of Section 3.3, the entire
Option will become fully exercisable as of the Termination Date in the event that, at any time following a Change in Control of Company, Participant is terminated by an Employer without Cause or
Participant terminates employment with an Employer for Good Reason.

3.7Effect of Termination of Employment.For purposes of this Agreement, "employment" includes periods
of illness or other leaves of absence authorized by the Employer, and a transfer of Participant's employment from one Employer to another Employer will not be treated as a termination

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of employment. If Participant ceases to be a full-time employee of any Employer for any reason, the effect on the exercisability of the Option will be as set forth in this
Section 3.7.

3.7.1Continuation Period.The Continuation Period for the Option upon a termination
of Participant's employment with an Employer is the period ending on the earlier of the expiration of the original term of the Option or:



3.7.2Continuation of Option.After termination of employment, the term of the Option
will continue for the applicable Continuation Period described in Section 3.7.1. The Option will remain exercisable during the Continuation Period, if at all, only to the extent the Option had
become exercisable pursuant to this Agreement on or prior to the Termination Date. The Option, to the extent not previously exercised, will be canceled automatically at the end of the applicable
Continuation Period.

3.8Method of Exercise.The Option, or any portion thereof, may be exercised, to the extent it has
become exercisable pursuant to this Agreement, by delivery to Company of a written Notice of Exercise in the form attached to this Agreement as Appendix A stating the number of Shares and form
of payment and tendering full payment of the option exercise price for such Shares. Within a reasonable time after its receipt of Participant's Notice of Exercise, Company will deliver to Participant
a certificate for the Shares purchased pursuant to such exercise of the Option.

3.9Other Documents.Upon any exercise of the Option, Participant must furnish Company before the
closing of such exercise such other documents or representations as Company may require to assure compliance with applicable laws and regulations.

3.10Payment.The exercise price for the Shares purchased upon exercise of the Option must be paid in
full at or before closing by one or a combination of the following:



3.11Transferability.The Option is not transferable other than by will or the laws of descent and
distribution and may be exercised during the lifetime of Participant only by Participant or, in the case Participant becomes legally incompetent, by Participant's guardian or legal representative.

Participant
agrees to pay to Company an amount sufficient to provide for any withholding or similar tax liability imposed on Company in connection with or with respect to any exercise
of the Option.

5.1Acceptance of Option.By executing this Agreement, Participant accepts the Option and agrees to be
bound by the terms and conditions of this Agreement and the Plan.

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5.2Tax Consequences.Participant acknowledges that exercise of the Option and the sale of the Shares
purchased pursuant to exercise of the Option will have income tax consequences for which Participant should seek individual advice from Participant's own tax advisors.

5.3Indemnification by Participant.Participant agrees to indemnify and hold the Company harmless from
any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claim against the Company resulting from a breach by Participant of the
representations, warranties or provisions contained in this Agreement.

5.4No Right to Continued Relationship.Participant acknowledges that nothing in the Plan or in this
Agreement will confer upon Participant the right to continue as an officer or employee of Company or any Employer or affect any right that Company or any Employer may have to terminate its
relationship with Participant.

5.5Rights as Shareholder.Participant acknowledges that Participant will have no rights as a
shareholder of Company on account of the Option or on account of the Shares subject to the Option until such time as Company has issued and delivered stock certificates to Participant following an
exercise of the Option by Participant.

5.6Further Assurances.From time to time and upon request by Company, Participant agrees to execute
such additional documents as Company may reasonably require in order to effect the purposes of the Plan and this Agreement.

No
waivers, alterations or modifications of this Agreement will be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or
modification is sought. The failure of any party to enforce any rights against the other party for breach of any of the terms of this Agreement will not be construed a waiver of such rights as to any
continued or subsequent breach.

This
Agreement will be governed by the laws of the State of Oregon.

Company
will use its best efforts to obtain approval of the Plan and this Option by any state or federal agency or authority that Company determines has jurisdiction. Without limiting
the foregoing, Company
will not be required to issue any Shares upon exercise of all or any portion of the Option until Company has taken all action required to comply with all applicable federal and state securities laws.

The
grant of the Option governed by this Agreement is provisional until Participant becomes entitled to a certificate for Shares in settlement of the Option. In the event the
employment of Participant is terminated by an Employer for Cause, any portion of the Option that is provisional will be annulled as of the date of such termination for Cause.

Subject
to restrictions on transferability set forth in Section 3.11, this Agreement will be binding upon and benefit the parties, their successors and assigns.

Any
notices under this Option must be in writing and will be effective when actually delivered personally or, if mailed, when deposited as registered or certified mail directed to the
address of the parties set forth above or to such other address as a party may certify by notice to the other party.

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Any
dispute or claim that arises out of or that relates to this Agreement or to the interpretation, breach, or enforcement of this Agreement, must be resolved by mandatory arbitration
in accordance with the then effective arbitration rules of Arbitration Service of Portland, Inc., and any judgment upon the award rendered pursuant to such arbitration may be entered in any
court having jurisdiction thereof.

In
the event of any suit or action or arbitration proceeding to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party will be
entitled to recover, in addition to other costs, reasonable attorneys' fees in connection with such suit, action, or arbitration, and in any appeal. The determination of who is the prevailing party
and the amount of reasonable attorneys' fees to be paid to the prevailing party will be decided by the arbitrator or arbitrators (with respect to attorneys' fees incurred prior to and during the
arbitration proceedings) and by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided, including the court that hears any exceptions made to an
arbitration award submitted to it for confirmation as a judgment (with respect to attorneys' fees incurred in such confirmation proceedings).

| |  | Gardenburger, Inc.
| |  | ------------------
| |  | By                
| |  |                   
| |  | Its               
| |  |                   
| |  | Participant       

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