Credit Agreement - Eden Bioscience Corp. and Stephens Group Inc.



                                CREDIT AGREEMENT



                                 BY AND BETWEEN



                           EDEN BIOSCIENCE CORPORATION



                                       AND



                              STEPHENS GROUP, INC.





                           DATED AS OF AUGUST 16, 2000

   2
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of August 16, 2000, is made and entered
into by and between STEPHENS GROUP, INC. ("Lender") and EDEN BIOSCIENCE
CORPORATION ("Borrower"). Words and phrases with initial capitalized letters
have the meanings assigned in Article I.

                                R E C I T A L S:

         A. Borrower has requested Lender to extend to Borrower a multiple
advance credit facility.

         B. Lender is ready, willing and able to extend such credit facility to
Borrower on the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:

ARTICLE I. DEFINITIONS

         As used herein, the following terms have the meanings set forth below:

         "Agreement" means this credit agreement and includes all amendments to
this Agreement.

         "Applicable Law" means all applicable provisions and requirements of
all (a) constitutions, statutes, ordinances, rules, regulations, standards,
orders and directives of any governmental bodies, and (b) orders, decisions,
decrees, judgments, injunctions and writs of all courts and arbitrators, whether
such Applicable Laws presently exist, or are modified, promulgated or
implemented after the date hereof.

         "Borrower" has the meaning set forth in the introductory paragraph of
this Agreement, and its successors.

         "Borrowing Notice" has the meaning set forth in Section 2.3.

         "Business Day" means any day except a Saturday, Sunday or other day on
which national banks in the state of Washington are authorized or required by
law to close.

         "Commitment Period" means the period commencing on the date of this
Agreement and ending on December 31, 2000.



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   3
         "Default" means any condition or event that constitutes an Event of
Default or with the giving of notice or lapse of time or both would, unless
cured or waived, become an Event of Default.

         "Event of Default" has the meaning set forth in Section 7.1.

         "Lender" has the meaning set forth in the introductory paragraph of
this Agreement, and its successors.

         "Loan" has the meaning set forth in Section 2.1 and includes all
renewals of and amendments to the Loan.

         "Note" has the meaning set forth in Section 2.6 and includes all
renewals and replacements of and amendments to the Note.

         "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, limited liability partnership,
association, trust or other enterprise or any governmental body.

         "Prime Rate" means a rate of interest adjusted as of the first day of
each calendar month and as determined by reference to the Wall Street Journal on
the first Business Day of each such month; provided that in the event the Prime
Rate cannot be determined by reference to the Wall Street Journal, Lender shall
determine the Prime Rate by reference to other sources as reasonably designated
by Lender and adjusted on the first day of each calendar month.

ARTICLE II. THE LOAN

         2.1 LOAN COMMITMENT

         Subject to and upon the terms and conditions set forth herein and in
reliance upon the representations, warranties and covenants of Borrower
contained herein or made pursuant hereto, Lender will make advances to Borrower
from time to time during the Commitment Period, but such advances shall not
exceed, in the aggregate principal amount at any one time outstanding,
$10,000,000 (the "Loan"). Borrower may request and Lender agrees to make
multiple advances under the Loan during the Commitment Period; provided that (a)
the minimum amount of each advance shall be in $1,000,000, and (b) the aggregate
amount of advances shall not exceed $10,000,000. The Loan does not constitute a
revolving credit facility.

         2.2 USE OF PROCEEDS

         The proceeds of the Loan shall be used by Borrower for general business
purposes.



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   4
         2.3 ADVANCES

         Lender hereby commits to make advances within three Business Day of the
date of the receipt by Lender of a written request therefor in the form attached
hereto as Exhibit A ("Borrowing Notice") from the president, chief financial
officer or controller of Borrower, each of whom is authorized to request
advances until written notice by Borrower of the revocation of such authority is
received by Lender. Lender shall make all advances by federal wire transfer of
funds to the following account of Borrower unless otherwise directed in writing
by the president of Borrower:


                           Account Name:  Eden Bioscience Corporation
                           Name of Bank:  Bank of America
                           ABA No.:  125000024
                           Account No.:  70336706

         2.4 INTEREST

                  (a) The outstanding principal balance of the Loan shall bear
interest at the Prime Rate plus 2 percentage point per annum.

                  (b) Upon the occurrence and during the continuance of any
Event of Default, Lender may, at its option by written notice to Borrower, raise
the interest rate charged on the Loan to a rate of up to the Prime Rate plus 4
percent per annum from the date of the occurrence of the Event of Default until
the Event of Default is cured or waived by Lender or, absent cure or waiver,
until the Loan is repaid in full.

                  (c) All computations of interest shall be based on a
365/366-day year for the actual number of days elapsed.

                  (d) In the event that Borrower fails to pay interest on the
Loan when due under the terms of this Agreement, such past due interest shall
bear interest at the interest rate applicable to the Loan.

                  (e) Notwithstanding any provision contained herein, the total
liability of Borrower for payment of interest pursuant hereto shall not exceed
the maximum amount of interest permitted by Applicable Law to be charged,
collected or received from Borrower; and if any payments by Borrower include
interest in excess of that maximum amount, Lender shall apply the excess first
to reduce the unpaid interest on and principal of the Loan, and any excess shall
be returned to Borrower.



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         2.5 REPAYMENT

                  (a) Commencing on the first day of the first month following
the initial advance under the Loan and on the first day of each month
thereafter, Borrower shall pay Lender an amount equal to all accrued interest on
the Loan.

                  (b) Borrower shall pay Lender all outstanding principal,
accrued interest and other charges with respect to the Loan on the earlier of
(i) December 31, 2001, or (ii) the date that Borrower receives any cash proceeds
from the issuance of any equity securities after the date of this Agreement.

                  (c) All sums payable to Lender pursuant to this Agreement
shall be paid directly to Lender in immediately available funds and in the
currency of the United States of America. Whenever any payment to be made
hereunder becomes due and payable on a day that is not a Business Day, such
payment may be made on the next succeeding Business Day.

         2.6 PROMISSORY NOTE

         The obligations of Borrower under the Loan shall be further evidenced
by Borrower's execution and delivery of a promissory note in the form attached
hereto as Exhibit B (the "Note").

         2.7 WBW CREDIT FACILITY

                  (a) The parties acknowledge that Borrower and WBW Trust Number
One have entered into a credit agreement of even date herewith, a copy of which
is attached hereto as Exhibit C, pursuant to which WBW Trust Number One has
agreed to extend a $5,000,000 credit facility to Borrower (the "WBW Credit
Facility"). Borrower agrees that concurrently with requesting any advance under
the Loan pursuant to the terms of this Agreement, Borrower shall concurrently
request an advance under the WBW Credit Facility in an amount equal to 50
percent of the amount of the advance requested under this Agreement. However,
WBW Trust Number One's making an advance under the WBW Credit Facility shall not
constitute a condition to Lender's commitment to make advances under the Loan.

                  (b) Borrower agrees that concurrently with making each
principal payment under the WBW Credit Facility, Borrower shall concurrently
make a principal payment on the Loan such that the amount of such principal
payments to Lender and WBW Trust Number One shall be pro rata based upon the
outstanding principal balance of the Loan and the WBW Credit Facility
immediately prior to such principal reduction payments.

         2.8 LOAN FEE

         Concurrently with the execution of this agreement, Borrower shall pay
Lender a nonrefundable fee for the Loan in the amount of $200,000.



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         2.9 ISSUANCE OF WARRANT

         Concurrently with the execution of this agreement, Borrower shall
execute and deliver to Lender a warrant in the form attached hereto as Exhibit
D.

ARTICLE III. CONDITIONS PRECEDENT

         3.1 INITIAL ADVANCE

         Lender shall not be required to make the initial advance under the Loan
unless or until the following conditions have been fulfilled:

                  (a) Lender shall have received this Agreement and the Note,
duly executed and delivered by Borrower;

                  (b) No Default or Event of Default hereunder shall exist, and
after having given effect to the requested advance, no Default or Event of
Default shall exist;

                  (c) Lender shall have received a certified resolution of the
board of directors of Borrower and incumbency certificate in the form attached
hereto as Exhibit E;

                  (d) There shall not have occurred any material adverse change
in the financial condition or business prospects of Borrower after December 31,
1999; and

                  (e) Lender shall have received an opinion letter from Perkins
Coie LLP in the form attached hereto as Exhibit F.

         3.2 SUBSEQUENT ADVANCES

         Lender shall not be required to make any advances under the Loan after
the initial advance unless or until the following conditions have been
fulfilled:

                  (a) No Default or Event of Default hereunder shall exist, and
after having given effect to the requested advance, no Default or Event of
Default shall exist; and

                  (b) There shall not have occurred any material adverse change
in the financial condition or business prospects of Borrower after December 31,
1999.

ARTICLE IV. AFFIRMATIVE COVENANTS

         Borrower hereby covenants and agrees that so long as this Agreement is
in effect, and until the Loan, together with interest thereon, and all other
obligations incurred hereunder are paid or satisfied in full, Borrower shall:



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         4.1 FINANCIAL DATA

         Keep its books of account in accordance with generally accepted
accounting principles, consistently applied, and furnish to Lender:

                  (a) As soon as practicable and in any event within 45 days
after the close of each fiscal quarter of Borrower, unaudited financial
statements of Borrower for each such quarter, all in reasonable detail and
certified by Borrower to be true and correct: balance sheet, statement of income
and statement of cash flows;

                  (b) As soon as practicable and in any event within 120 days
after the close of each fiscal year of Borrower, audited financial statements of
Borrower for each such year, all in reasonable detail: balance sheet, statement
of income and statement of cash flows; and

                  (c) With reasonable promptness, such other information
regarding the business, operations and financial condition of Borrower as Lender
may from time to time reasonably request.

         4.2 EXISTENCE AND QUALIFICATION

         Maintain and preserve Borrower's existence under the Applicable Laws of
Borrower's state of organization and Borrower's qualification to do business in
all states where the failure to maintain such qualification would be reasonably
likely to have an adverse affect on Borrower.

ARTICLE V. NEGATIVE COVENANTS

         Borrower hereby covenants and agrees that so long as this Agreement is
in effect, and until the Loan, together with interest thereon, and all other
obligations incurred hereunder are paid or satisfied in full, Borrower shall
not:

         5.1 DIVIDENDS

         Declare or pay any cash distributions or dividends or return any
capital to any of Borrower's shareholders; authorize or make any distribution,
payment or delivery of property or cash to any of Borrower's shareholders;
redeem, retire, purchase or otherwise acquire, directly or indirectly, for
consideration, any shares or other interests of Borrower now or hereafter
outstanding; or set aside any funds for any of the foregoing purposes.

         5.2 ADDITIONAL INDEBTEDNESS

         After the date of this Agreement, create, incur or assume indebtedness
for money borrowed or capital leases except (a) indebtedness under the Loan, (b)
indebtedness under the WBW Credit Facility, and (c) additional indebtedness for
borrowed money and capital leases not to exceed an aggregate amount of $500,000
outstanding at any time.



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ARTICLE VI. REPRESENTATIONS AND WARRANTIES

         In order to induce Lender to enter into this Agreement and to make the
Loan as herein provided, Borrower hereby represents and warrants that Borrower
is a corporation, duly organized, validly existing and in good standing under
the Applicable Laws of its state of organization and has the power and authority
to execute, deliver and carry out the terms and provisions of this Agreement.

ARTICLE VII. EVENTS OF DEFAULT; REMEDIES

         7.1 EVENTS OF DEFAULT

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for the Event of Default, whether it shall
relate to one or more of the parties hereto, and whether it shall be voluntary
or involuntary or be pursuant to or affected by operation of Applicable Law):

                  (a) If Borrower fails to pay the principal of the Loan when
due or interest on the Loan within five days after written notice to Borrower
from Lender of such failure to pay; or

                  (b) If any representation or warranty made by Borrower in this
Agreement is false or misleading in any material respect; or

                  (c) If Borrower fails to observe or perform any term, covenant
or agreement (not otherwise specified in this Article VII) to be performed or
observed pursuant to the provisions of this Agreement and such default is not
cured within 10 days of written notice to Borrower from Lender of such default
or, so long as Borrower is diligently pursuing a cure, such longer period of
time as is reasonably necessary to cure such default not to exceed 30 days of
such written notice; or

                  (d) If custody or control of any substantial part of the
property of Borrower is assumed by any governmental body; or

                  (e) If Borrower suspends or discontinues its business, or if
Borrower makes an assignment for the benefit of creditors or a composition with
creditors, is unable or admits in writing its inability to pay its debts as they
mature, files a petition in bankruptcy, becomes insolvent (howsoever such
insolvency may be evidenced), is adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for the appointment of any receiver, liquidator or
trustee of or for it or any substantial part of its property or assets,
commences any proceeding relating to it under any Applicable Law of any
jurisdiction whether now or hereafter in effect relating to bankruptcy,
reorganization, arrangement, readjustment of debt, receivership, dissolution or
liquidation; or if there is commenced against Borrower any such proceeding that
remains undismissed for a period of 90 days or more, or an order, judgment or
decree approving the petition in any such proceeding is entered; or if Borrower
by any act



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or failure to act indicates its consent to, approval of or acquiescence in, any
such proceeding or any appointment of any receiver, liquidator or trustee of or
for it or for any substantial part of its property or assets, suffers any such
appointment to continue undischarged or unstayed for a period of 90 days or
more, or takes any action for the purpose of effecting any of the foregoing; or
if any court of competent jurisdiction assumes jurisdiction with respect to any
such proceeding, or if a receiver or a trustee or other officer or
representative of a court or of creditors, or if any governmental body, under
color of legal authority, takes and holds possession of all or substantially all
of the assets of Borrower; or

                  (f) If any indebtedness of Borrower in excess of $500,000 for
money borrowed or under capital leases becomes or is declared due and payable
(after any applicable grace period) prior to the stated maturity thereof or is
not paid as and when it becomes due and payable; or

                  (g) If there is entered against Borrower a final judgment in
excess $500,000 that is not paid, satisfied or stayed within 30 days of the
entry thereof.

         7.2 ACCELERATION; REMEDIES

                  (a) If any Event of Default described in Section 7.1(e) shall
occur then immediately and automatically the commitment of Lender under the Loan
to make advances shall terminate, and the Loan (with accrued interest thereon)
and all other amounts owing under this Agreement and the Loan shall become due
and payable.

                  (b) If any Event of Default other than described in Section
7.1(e) shall occur and be continuing, Lender may, by written notice to Borrower,
terminate the commitment of Lender under the Loan to make advances and declare
the entire unpaid principal balance or any portion of the principal balance of
the Loan and interest accrued thereon to be immediately due and payable by the
maker thereof, and such principal and interest shall thereupon become and be
immediately due and payable, without presentation, demand, protest, notice of
protest or other notice of dishonor of any kind, all of which are hereby
expressly waived by Borrower.

ARTICLE VIII. MISCELLANEOUS

         8.1 PAYMENT OF EXPENSES

         If there shall occur any Event of Default, Lender shall be entitled to
recover any costs and expenses incurred in connection with the preservation of
rights under, and enforcement of, this Agreement, whether or not any lawsuit is
commenced, in all such cases, including, without limitation, reasonable
attorneys' fees and costs. Reasonable attorneys' fees shall include, without
limitation, attorneys' fees and costs incurred in connection with any bankruptcy
case or other insolvency proceeding commenced by or against Borrower.



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         8.2 NOTICES

         All notices, requests, consents, demands, approvals and other
communications hereunder shall be deemed to have been duly given, made or served
if made in writing and delivered personally, sent via facsimile or via courier
to the respective parties to this Agreement to the following addresses:


                  (a)      If to Borrower:

                           Eden Bioscience Corporation
                           11816 North Creek Parkway N.
                           Bothell, Washington 98011
                           Attention: Jerry L. Butler, CEO
                           Facsimile No.: (425) 806-7400

                  (b)      If to Lender:

                           Stephens Group, Inc.
                           111 Center Street, Suite 2500
                           Little Rock, Arkansas 72201
                           Attention:  Jackson Farrow, Jr.
                           Facsimile No.:  (501) 377-8027 or (501) 377-3453

The designation of the persons to be so notified or the address of such persons
for the purposes of such notice may be changed from time to time by similar
notice in writing, except that any communication with respect to a change of
address shall be deemed to be given or made when received by the party to whom
such communication was sent.

         8.3 ENTIRE AGREEMENT AND AMENDMENTS

         This Agreement represents the entire agreement between the parties
hereto with respect to the Loan and the transactions contemplated hereunder and,
except as expressly provided herein, shall not be affected by reference to any
other documents. This Agreement, or any provision hereof, may not be changed,
waived, discharged or terminated orally, but only by an instrument in writing,
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.

         8.4 BENEFIT OF AGREEMENT

         This Agreement is binding upon and inures to the benefit of Borrower
and Lender and their successors. Lender and Borrower are precluded from
assigning any of their rights or delegating any of their obligations under this
Agreement without the prior written consent of the other party. Notwithstanding
the foregoing, Lender may assign its rights and delegate its obligations under
this Agreement to any affiliate of Lender without the consent of Borrower,



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provided that in such event, Lender shall remain obligated to make advances to
Borrower pursuant to the terms of this Agreement in the event that Lender's
assignee fails to do so in a timely manner.

         8.5 SEVERABILITY

         If any provision of this Agreement is held invalid under any Applicable
Laws, such invalidity shall not affect any other provision of this Agreement
that can be given an effect without the invalid provision, and, to this end, the
provisions hereof are severable.

         8.7 GOVERNING LAW; JURISDICTION

         This Agreement and the rights and obligations of the parties hereunder
shall be construed in accordance with and shall be governed by the laws of the
state of Washington without regard to the choice of law rules thereof. For the
purpose of enforcing the rights and obligations under this Agreement, the
parties hereby consent to the jurisdiction and venue of the courts of the state
of Washington or of any federal court located in such state including but not
limited to the Superior Court of Washington for King County and the United
States District Court for the Western District of Washington. Each party hereby
waives the right to contest the jurisdiction and venue of courts located in King
County, Washington, on the ground of inconvenience or otherwise and waives any
right to bring any action or proceeding against the other party in any court
outside King County, Washington.

         8.9 STATUTORY NOTICE

         ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

         IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to
be duly executed by the respective, duly authorized signatories as of the date
first above written.


                                  EDEN BIOSCIENCE CORPORATION


                                  By /s/ Bradley S. Powell
                                     ----------------------------------------

                                  Title Secretary and Chief Financial Officer
                                        -------------------------------------


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                                       STEPHENS GROUP, INC.


                                       By Jackson Farrow, Jr.
                                          -------------------------------------

                                       Title Counsel, Special Investments
                                             ----------------------------------



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                                    EXHIBIT A
                                BORROWING NOTICE


Stephens Group, Inc.
111 Center Street, Suite 2400
Little Rock, Arkansas 72201
Attention:___________________


         Reference is made to that certain Credit Agreement dated as of August
15, 2000, entered into by and between Eden Bioscience Corporation ("Borrower")
and Stephens Group, Inc. ("Lender"). Borrower hereby requests Lender to advance
$_____________ on Loan proceeds to Borrower in accordance with Section 2.3 of
the Credit Agreement.

                                       EDEN BIOSCIENCE CORPORATION


                                       By _____________________________________

                                       Title __________________________________



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                                    EXHIBIT B

                                 PROMISSORY NOTE

$10,000,000                                                      August 15, 2000

         For value received, the undersigned, EDEN BIOSCIENCE CORPORATION
("Borrower"), promises to pay to the order of STEPHENS GROUP, INC. ("Lender"),
at 111 Center Street, Suite 2500, Little Rock, Arkansas 72201, or such other
place or places as the holder hereof may designate in writing, the principal sum
of Ten Million Dollars ($10,000,000) or so much thereof as advanced by Lender in
lawful, immediately available money of the United States of America, in
accordance with the terms and conditions of that certain Credit Agreement of
even date herewith by and between Borrower and Lender (together with all
supplements, exhibits, amendments and modifications thereto, the "Credit
Agreement"). Borrower also promises to pay interest on the unpaid principal
balance hereof, commencing as of the first date of an advance hereunder, in like
money in accordance with the terms and conditions, and at the rate or rates
provided in the Credit Agreement.

         Borrower and all endorsers, sureties and guarantors hereof jointly and
severally waive presentment for payment, demand, notice of nonpayment, notice of
protest and protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, dishonor or enforcement of the
payment of this Note except such notices as are specifically required by this
Note or by the Credit Agreement, and they agree that the liability of each of
them shall be unconditional without regard to the liability of any other party
and shall not be in any manner affected by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Lender. Borrower and
all endorsers, sureties and guarantors hereof, if any, (1) consent to any and
all extensions of time, renewals, waivers or modifications that may be granted
by Lender with respect to the payment or other provisions of this Note and the
Credit Agreement; (2) consent to the release of any property now or hereafter
securing this Note with or without substitution; and (3) agree that additional
makers, endorsers, guarantors or sureties may become parties hereto without
notice to them and without affecting their liability hereunder.

         This Note is the Note referred to in the Credit Agreement and as such
is entitled to all of the benefits and obligations specified in the Credit
Agreement. Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
repayment of this Note and the acceleration of the maturity hereof.

                                       EDEN BIOSCIENCE CORPORATION


                                       By _____________________________________

                                       Title __________________________________



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NEITHER THE SECURITY EVIDENCED BY THIS WARRANT NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE LAW, AND NO INTEREST HEREIN OR THEREIN MAY
BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
(B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF SAID
SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


No. 7                                                       WARRANT TO PURCHASE
ISSUED:  August __, 2000                                 SHARES OF COMMON STOCK
VOID AFTER: August __, 2005


                           EDEN BIOSCIENCE CORPORATION

                          COMMON STOCK PURCHASE WARRANT

         THIS IS TO CERTIFY that, for value received and subject to the terms
and conditions hereof, Stephens Group, Inc., or such person to whom this Warrant
is transferred pursuant to Section 11 hereof (the "Holder"), is entitled, at any
time during the Exercise Period (as defined below), to purchase at the Exercise
Price (as defined below) up to the number of fully paid and nonassessable shares
of the common stock, $.0025 par value (the "Warrant Stock"), of EDEN BIOSCIENCE
CORPORATION, a Washington corporation (the "Company"), that equals the quotient
obtained by dividing 2,000,000 by the Exercise Price (as defined below) (such
number of shares being subject to adjustment as provided herein).

         This Warrant is subject to the following additional terms and
conditions:

1. EXERCISE PRICE

         The exercise price for the Warrant Stock (the "Exercise Price") shall
be (a) the per share price of the equity securities sold at the closing of the
Company's first underwritten public offering of the Company's capital stock
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "IPO"); or (b) if the IPO does not occur prior to the
closing of the Company's next private transaction or series of related private
transactions in which the Company sells equity securities (the "Next



                                                                               1
   16
Private Equity Financing"), the per share price (on an as converted to common
stock basis) of the equity securities sold in the Next Private Equity Financing;
or (c) if neither the IPO nor the Next Private Equity Financing has occurred by
the first anniversary of the date hereof, ten dollars ($14.00) (such Exercise
Price being subject to adjustment as provided herein).

2. EXERCISE PERIOD

         This Warrant shall be exercisable in whole or in part as follows: (a)
at any time after the expiration of the lock-up period, if any, to which the
Company agrees to be subject in connection with the IPO (which is currently
contemplated to be the 180th day after the effective date of the Company's
registration statement on Form S-1 relating to the IPO); or (b) if the IPO does
not occur prior to the closing of the Next Private Equity Financing, at any time
on or after the date of the closing of the Next Private Equity Financing; or (c)
if neither the IPO nor the Next Private Equity Financing has occurred by the
first anniversary of the date hereof, at any time on or after the first
anniversary of the date hereof. Notwithstanding the above, this Warrant shall
terminate at 5:00 p.m., Seattle time, on August __, 2005 (the "Exercise
Period").

3. METHOD OF CASH EXERCISE

         This Warrant may be exercised in whole or in part by delivering to the
Company (a) the form of Notice of Cash Exercise attached hereto as Exhibit A
duly completed and executed by the Holder, (b) this Warrant certificate, and (c)
a bank check payable to the Company in the amount of the Exercise Price
multiplied by the number of shares for which this Warrant is being exercised
(the "Purchase Price").

4. NET ISSUANCE RIGHT

         Notwithstanding the payment provisions set forth above, the Holder may
elect to convert this Warrant into shares of Warrant Stock by surrendering this
Warrant to the Company and delivering to the Company the Notice of Net Issuance
Exercise attached as Exhibit B duly completed and executed by the Holder, in
which case the Company shall issue to the Holder the number of shares of Warrant
Stock of the Company equal to the result obtained by (a) subtracting B from A,
(b) multiplying the difference by C, and (c) dividing the product by A as set
forth in the following equation:

X = (A - B) x C where:
    -----------
         A

                  X   =    the number of shares of Warrant Stock issuable upon
                           net issuance exercise pursuant to the provisions of
                           this Section 4.

                  A   =    the Fair Market Value (as defined below) of one
                           share of Warrant Stock on the date of net issuance
                           exercise.



                                                                               2
   17
                  B   =    the Exercise Price for one share of Warrant Stock
                           under this Warrant.

                  C   =    the number of shares of Warrant Stock as to which
                           this Warrant is exercisable pursuant to the
                           provisions of this Warrant.

         If the foregoing calculation results in a negative number, then no
shares of Warrant Stock shall be issued upon net issuance exercise pursuant to
this Section 4.

         "Fair Market Value" of a share of Warrant Stock shall mean:

         (a) if the net issuance exercise is in connection with a transaction
specified in Section 7, the value of the consideration (determined, in the case
of noncash consideration, in good faith by the Company's Board of Directors) to
be received pursuant to such transaction by the holder of one share of Warrant
Stock;

         (b) if the net issuance exercise is in connection with the initial
public offering of the Company's Common Stock (the "Common Stock"), the initial
public offering price (before deducting commission, discounts or expenses) at
which the Common Stock is sold in such offering;

         (c) if the net issuance exercise is after the occurrence of the initial
public offering of the Company's Common Stock:

                  (i) if the Company's Common Stock is traded on an exchange or
is quoted on the Nasdaq National Market, the average of the closing or last sale
price reported for the ten (10) business days immediately preceding the date of
net issuance exercise;

                  (ii) if the Company's Common Stock is not traded on an
exchange or on the Nasdaq National Market, but is traded in the over-the-counter
market, the mean of the closing bid and asked prices reported for the ten (10)
market days immediately preceding the date of net issuance exercise; and

         (d) In all other cases, the fair value as determined in good faith by
the Company's Board of Directors; provided that if the net issuance exercise
occurs within 30 days after a private transaction in which the Company sells
equity securities, the fair value shall be the price at which such equity
securities were sold in such private transaction.

         Upon net issuance exercise in accordance with this Section 4, the
Holder shall be entitled to receive from the Company a stock certificate in
proper form representing the number of shares of Warrant Stock determined in
accordance with the foregoing.



                                                                               3
   18
5. DELIVERY OF STOCK CERTIFICATE

         Within twenty days after the exercise of this Warrant (in full or in
part) and payment of the Purchase Price, the Company shall issue in the name of
and deliver to the Holder (a) a certificate or certificates for the number of
fully paid and nonassessable shares of Warrant Stock to which the Holder shall
be entitled upon such exercise and (b) a new Warrant of like tenor to purchase
up to that number of shares of Warrant Stock, if any, not previously purchased
by the Holder. The Holder shall for all purposes be deemed to have become the
holder of record of such shares of Warrant Stock on the date on which this
Warrant was surrendered and payment of the Purchase Price was made, irrespective
of the date of delivery of the certificate or certificates representing the
Warrant Stock; provided that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall
be deemed to have become the holder of record of such shares of Warrant Stock at
the close of business on the next succeeding date on which the stock transfer
books are open.

6. RESERVATION OF WARRANT STOCK

         The Company covenants and agrees that the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.

7. EFFECT OF REORGANIZATION

         Upon a merger, consolidation, acquisition of all or substantially all
of the property or stock, liquidation or other reorganization of the Company
(collectively, a "Reorganization") during the Exercise Period, as a result of
which the shareholders of the Company receive cash, stock or other property in
exchange for their shares of Warrant Stock, lawful provision shall be made so
that the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of securities of the successor corporation
resulting from such Reorganization (and cash and other property) to which a
holder of the Warrant Stock issuable upon exercise of this Warrant would have
been entitled in such Reorganization if this Warrant had been exercised
immediately prior to such Reorganization. In any such case, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant with respect
to the rights and interest of the Holder after the Reorganization to the end
that the provisions of this Warrant (including adjustments of the Exercise Price
and the number and type of securities purchasable pursuant to the terms of this
Warrant) shall be applicable after that event, as near as reasonably may be, in
relation to any shares deliverable after that event upon the exercise of this
Warrant.



                                                                               4
   19
8. ADJUSTMENT TO WARRANT

         8.1 ADJUSTMENT TO NUMBER OF SHARES

         Upon each adjustment in the Exercise Price pursuant to this Section 8,
the number of shares of Warrant Stock purchasable hereunder shall be adjusted,
to the nearest whole share, to the product obtained by multiplying such number
of shares purchasable immediately prior to such adjustment in the Exercise Price
by a fraction, the numerator of which shall be the Exercise Price immediately
prior to such adjustment and the denominator of which shall be the Exercise
Price immediately thereafter.

         8.2 ADJUSTMENTS FOR STOCK SPLIT, ETC.

         If the Company shall issue any shares of its common stock as a stock
dividend or subdivide the number of outstanding shares of common stock into a
greater number of shares, then, in either such case, the Exercise Price in
effect before such dividend or subdivision shall be proportionately reduced and
the number of shares of Warrant Stock at that time purchasable pursuant to this
Warrant shall be proportionately increased; and, conversely, if the Company
shall contract the number of outstanding shares of common stock by combining
such shares into a smaller number of shares, then the Exercise Price in effect
before such combination shall be proportionately increased and the number of
shares of Warrant Stock at that time purchasable pursuant to this Warrant shall
be proportionately decreased.

9. OTHER ADJUSTMENTS AND RESTRICTIONS

         9.1 ADJUSTMENTS FOR CORPORATE FINANCING RULE

         If the Holder believes that all or any portion of this Warrant or of
any securities or other property to be issued or transferred to Holder upon
exercise of this Warrant would constitute underwriting compensation pursuant to
NASD Rule 2710 (or any successor or substitute for said rule) (the "Corporate
Financing Rule"), then Holder, at Holder's sole option, may, by giving written
notice thereof to the Company, increase the Exercise Price for exercise of this
Warrant to an increased Exercise Price determined by Holder or decrease the
number of Shares (or other securities or the amount of other property) subject
to this Warrant to such decreased number of Shares (or other securities or
amount of other property) determined by Holder, or both.

         9.2 RESTRICTIONS PURSUANT TO CORPORATE FINANCING RULE

         If Holder serves as an underwriter for any public offering for the
Company for which the NASD determines that this Warrant is wholly or partially
included as underwriting compensation for Holder in connection with such
underwriting, then this Warrant and any Shares or other securities subject to
this Warrant shall not be sold, transferred, assigned, pledged or hypothecated,
except as permitted by the Corporate Financing Rule, for a period of one (1)
year following the effective date of the offering,



                                                                               5
   20
and any certificates hereafter issued representing this Warrant or any Shares or
other securities subject to this Warrant shall bear an appropriate legend
describing this restriction and stating the time period for which this
restriction is applicable.

10. FRACTIONAL SHARES

         No fractional shares shall be issued upon the exercise of this Warrant.
In lieu of fractional shares, the Company shall pay the Holder a sum in cash
equal to the fair market value of the fractional shares (as determined by the
Company's Board of Directors) on the date of exercise.

11. RESTRICTIONS ON TRANSFER

         Neither this Warrant nor any securities purchased upon exercise of this
Warrant may be transferred unless (a) such transfer is registered under the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities or blue sky laws, (b) the Company has received a legal opinion
reasonably satisfactory to the Company to the effect that the transfer is exempt
from the prospectus delivery and registration requirements of the Securities Act
and any applicable state securities or blue sky laws, or (c) the Company
otherwise satisfies itself that such transfer is exempt from registration.

12. LEGEND

         A legend setting forth or referring to the above restrictions shall be
placed on this Warrant, any replacement hereof and any certificate representing
a security issued pursuant to the exercise hereof, and a stop transfer
restriction or order shall be placed on the books of the Company and with any
transfer agent until such securities may be legally sold or otherwise
transferred.

13. HOLDER AS OWNER

         The Company may deem and treat the Holder of this Warrant as the
absolute owner hereof for all purposes regardless of any notice to the contrary.

14. NO SHAREHOLDER RIGHT

         This Warrant shall not entitle the Holder to any voting rights or any
other rights as a shareholder of the Company or to any other rights whatsoever
except the rights stated herein; and no dividend or interest shall be payable or
shall accrue in respect of this Warrant or the Warrant Stock purchasable
hereunder unless, until and to the extent that this Warrant shall be exercised.

15. CONSTRUCTION

         The validity and interpretation of the terms and provisions of this
Warrant shall be governed by the laws of the State of Washington. The
descriptive headings of the several



                                                                               6
   21
sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions thereof.

16. EXPIRATION

         This Warrant shall be void and all rights represented thereby shall
cease unless exercised during the Exercise Period. All restrictions set forth
herein on the shares of capital stock issued upon exercise of any rights
hereunder shall survive such exercise and expiration of the rights granted
hereunder.

17. EXCHANGE OF WARRANT

         This Warrant is exchangeable upon the surrender hereof by the Holder at
the office of the Company for new Warrants of like tenor representing in the
aggregate the rights to subscribe for and purchase the number of shares which
may be subscribed for and purchased hereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall
be designated by the Holder at the time of such surrender.

18. LOST WARRANT CERTIFICATE

         If this Warrant is lost, stolen, mutilated or destroyed, the Company
shall issue a new Warrant of like denomination, tenor and date as this Warrant,
subject to the Company's right to require the Holder to give the Company a bond
or other satisfactory security sufficient to indemnify the Company against any
claim that may be made against it (including any expense or liability) on
account of the alleged loss, theft, mutilation or destruction of this Warrant or
the issuance of such new Warrant.

19. WAIVERS AND AMENDMENTS

         This Warrant or any provision hereof may be changed, waived, discharged
or terminated only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.

20. NOTICES

         All notices or other communications required or permitted hereunder
shall be in writing and shall be delivered by personal delivery, reputable
overnight courier service, telecopier or mailed by United States mail,
first-class postage prepaid, or by registered or certified mail with return
receipt requested, addressed as follows:

        If to the Holder:

                 To the address last furnished in writing to the Company by the
                 Holder.



                                                                               7
   22
        If to the Company:

                 Eden Bioscience Corporation
                 11816 North Creek Parkway North
                 Bothell, WA  98011-8205


         Each of the foregoing parties shall be entitled to specify a different
address by giving five days' advance written notice as aforesaid to the other
parties.

21. INVESTMENT INTENT

         By accepting this Warrant, the Holder represents that it is acquiring
this Warrant for investment and not with a view to, or for sale in connection
with, any distribution thereof.

         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                       EDEN BIOSCIENCE CORPORATION



                                       By: ____________________________________
                                                Jerry L. Butler, President



                                                                               8
   23
                                    EXHIBIT A

                             NOTICE OF CASH EXERCISE


TO EDEN BIOSCIENCE CORPORATION


         The undersigned hereby irrevocably elects to purchase __________ shares
of common stock issuable upon the exercise of the Warrant delivered herewith and
requests that certificates for such shares be issued in the name of and
delivered to the undersigned at the address stated below, and, if said number of
shares shall not be all the shares which may be purchased pursuant to the
Warrant, the new Warrant evidencing the right to purchase the balance of such
shares shall be registered in the name of, and delivered to, the undersigned at
the address stated below. The undersigned hereby agrees with and represents to
the Company that said shares of common stock are acquired for investment and not
with a view to, or for sale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act of 1933, as amended,
and agrees that the exercise of the Warrant and the issuance and transfer of the
common stock to be purchased are subject to Sections 11 and 12 of the Warrant.

         Payment is enclosed in the amount of $____________________

         Dated:  ___________ __, 200__


                                       ________________________________________



                                       By: ____________________________________

                                       Title: _________________________________


ADDRESS:

__________________________________

__________________________________

__________________________________

EIN: _____________________________

PHONE: ___________________________

FACSIMILE: _______________________



                                                                               9
   24
                                    EXHIBIT B

                         NOTICE OF NET ISSUANCE EXERCISE

To: EDEN BIOSCIENCE CORPORATION

         The undersigned hereby irrevocably elects to convert the attached
Warrant into such number of shares of Common Stock of EDEN Bioscience
Corporation (the "Company") as is determined pursuant to Section 4 of the
attached Warrant. The undersigned requests that certificates for such net
issuance shares be issued in the name of and delivered to the address of the
undersigned, at the address stated below. The undersigned hereby agrees with and
represents to the Company that said shares of common stock are acquired for
investment and not with a view to, or for sale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended, and agrees that the exercise of the Warrant and the
issuance and transfer of the common stock to be purchased are subject to
Sections 11 and 12 of the Warrant.

         Dated:  ___________ __, 200__



                                       ________________________________________



                                       By: ____________________________________

                                       Title: _________________________________


ADDRESS:

__________________________________

__________________________________

__________________________________

EIN: _____________________________

PHONE: ___________________________

FACSIMILE: _______________________