Form Of Indemnification Agreement For Directors

AGRITOPE, INC.


AGREEMENT CONCERNING INDEMNIFICATION AND RELATED MATTERS
(DIRECTORS)


This Agreement is made as of October , 1997, by and between AGRITOPE, INC., an Oregon corporation (the "Corporation"), and ____________ (the "Director"), a director of the Corporation.


WHEREAS, it is essential to the Corporation to retain and attract as directors of the Corporation the most capable persons available and persons who have significant experience in business, corporate and financial matters; and


WHEREAS, the Corporation has identified the Director as a person possessing the background and abilities desired by the Corporation and desires the Director to serve as a director of the Corporation; and


WHEREAS, the substantial increase in corporate litigation may, from time to time, subject directors to burdensome litigation, the risks of which frequently far outweigh the advantages of serving in such capacity; and


WHEREAS, in recent times the cost of liability insurance has increased and the availability of such insurance is, from time to time, severely limited; and


WHEREAS, the Corporation and the Director recognize that serving as a director of a corporation at times calls for subjective evaluations and judgments upon which reasonable persons may differ and that, in that context, it is anticipated and expected that directors of corporations will and do from time to time commit actual or alleged errors or omissions in the good faith exercise of their corporate duties and responsibilities; and


WHEREAS, it is the express policy of the Corporation to indemnify its directors to the fullest extent permitted by law; and


WHEREAS, the Restated Articles of Incorporation of the Corporation permit, and the Restated Bylaws of the Corporation require, indemnification of the directors of the Corporation to the fullest extent permitted by law, including but not limited to the Oregon Business Corporation Act (the "Act"), and the Act expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Corporation and its directors with respect to indemnification; and


WHEREAS, the Corporation and the Director desire to articulate clearly in contractual form their respective rights and obligations with regard to the Director's service on behalf of the Corporation as a director and with regard to claims for loss, liability, expense or damage which, directly or indirectly, may arise out of or relate to such service.


NOW THEREFORE, the Corporation and the Director agree as follows:


1. Agreement to Serve.


The Director shall serve as a director of the Corporation for so long as the Director is duly elected or until the Director tenders a resignation in writing. This Agreement creates no obligation on either party to continue the service of the Director for a particular term or any term.


2. Definitions.


As used in this Agreement:


(a) The term "Proceeding" shall include any threatened,
pending or completed action, suit or proceeding, whether formal or
informal, whether brought by or in the right of the Corporation or
otherwise, and whether of a civil, criminal, administrative or
investigative nature, in which the Director may be or may have been
involved as a party, witness or otherwise, by reason of the fact that the
Director is or was a director of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, whether or not serving in such capacity at the
time any liability or expense is incurred for which exculpation,
indemnification or reimbursement can be provided under this Agreement.


(b) The term "Expenses" includes, without limitation thereto,
expenses of investigations, judicial or administrative proceedings or
appeals, attorney, accountant and other professional fees and
disbursements and any expenses of establishing a right to indemnification
under Section 12 of this Agreement, but shall not include amounts paid in
settlement by the Director or the amount of judgments or fines against the
Director.


(c) References to "other enterprise" include, without
limitation, employee benefit plans; references to "fines" include, without
limitation, any excise taxes assessed on a person with respect to any
employee benefit plan; references to "serving at the request of the
Corporation" include, without limitation, any service as a director,
officer, employee or agent which imposes duties on, or


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involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants, or its
beneficiaries; and a person who acted in good faith and in a manner such
person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the Corporation" as
referred to in this Agreement.


(d) References to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer or employee of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Agreement with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.


(e) For purposes of this Agreement, the meaning of the phrase
"to the fullest extent permitted by law" shall include, but not be limited
to:


(i) to the fullest extent authorized or permitted by any
amendments to or replacements of the Act adopted after the date of
this Agreement that increase the extent to which a corporation may
indemnify or exculpate its directors; and


(ii) to the fullest extent permitted by the provision of
the Act that authorizes or contemplates additional indemnification
by agreement, or the corresponding provision of any amendment to or
replacement of the Act.


3. Limitation of Liability.


(a) To the fullest extent permitted by law, the Director shall
have no monetary liability of any kind or nature whatsoever in respect of
the Director's errors or omissions (or alleged errors or omissions) in
serving the Corporation or any of its subsidiaries, their respective
shareholders or any other enterprise at the request of the Corporation, so
long as such errors or omissions (or alleged errors or omissions), if any,
are not shown by clear and convincing evidence to have involved:


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(i) any breach of the Director's duty of loyalty to such
corporations, shareholders or enterprises;


(ii) any act or omission not in good faith or which
involved intentional misconduct or a knowing violation of law;


(iii) any unlawful distribution under Section 60.367 of
the Act (including, without limitation, dividends, stock repurchases
and stock redemptions);


(iv) any transaction from which the Director derived an
improper personal benefit; or


(v) profits made from the purchase and sale by the
Director of securities of the Corporation within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provision of any state statutory law or common law.


(b) Without limiting the generality of subparagraph (a) above
and to the fullest extent permitted by law, the Director shall have no
personal liability to the Corporation or any of its subsidiaries, their
respective shareholders or any other person claiming derivatively through
the Corporation, regardless of the theory or principle under which such
liability may be asserted, for:


(i) punitive, exemplary or consequential damages;


(ii) treble or other damages computed based upon any
multiple of damages actually and directly proved to have been
sustained;


(iii) fees of attorneys, accountants, expert witnesses
or professional consultants; or


(iv) civil fines or penalties of any kind or nature
whatsoever.


4. Indemnity in Third-Party Proceedings.


The Corporation shall indemnify the Director in accordance with the provisions of this Section 4 if the Director was or is a party to, or is threatened to be made a party to, any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, ...