0001104659-04-024562 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties • Utah

THIS AGREEMENT is entered into as of February 24, 2004 by and between GARDENBURGER, INC. an Oregon Corporation (the “Company”) and Scott Wallace (the “Executive”). In consideration of the mutual covenants and the other terms and conditions set forth in this Agreement, the parties agree as follows:

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FIFTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • August 16th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of April 8, 2004 (this “Amendment”), is entered into by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders under the Agreement referenced below (“Agent”), the Lenders party thereto, and GARDENBURGER, INC., an Oregon corporation (“Borrower”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

AMENDMENT NO. 3 TO STOCK OPTION AGREEMENT
Stock Option Agreement • August 16th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

Agreement: Paul F. Wenner Stock Option Agreement dated effective as of January 20, 1992, as previously amended in June 2001, and by Amendment No. 2 dated December 22, 2003

LICENSING AGREEMENT
Licensing Agreement • August 16th, 2004 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties • California

This Licensing Agreement (this “Agreement”) is effective as of May 12, 2004 (the “Effective Date”), by and between Gardenburger, Inc., an Oregon corporation (the “Company”), and Paul F. Wenner, an individual (“Mr. Wenner”).

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