CHANGE OF CONTROL AGREEMENT



                               (BRADLEY S. POWELL)





        This Change of Control Agreement (this "Agreement"), dated as of

August 16, 2000, is between Eden Bioscience Corporation, a Washington

corporation (the "Company"), and Bradley S. Powell (the "Employee").



        The Board of Directors of the Company (the "Board") has determined that

it is in the best interests of the Company and its stockholders to ensure that

the Company will have the continued dedication of the Employee, notwithstanding

the possibility, threat or occurrence of a Change of Control (as defined in

Appendix A to this Agreement, which is incorporated herein by this reference) of

the Company. The Board believes it is imperative to diminish the inevitable

distraction of the Employee arising from the personal uncertainties and risks

created by a pending or threatened Change of Control, to encourage the

Employee's full attention and dedication to the Company currently and in the

event of any threatened or pending Change of Control, to encourage the

Employee's willingness to serve a successor in an equivalent capacity, and to

provide the Employee with reasonable compensation and benefits arrangements in

the event that a Change of Control results in the Employee's loss of equivalent

employment.



        In order to accomplish these objectives, the Board has caused the

Company to enter into this Agreement.



1.      EMPLOYMENT



        1.1     CERTAIN DEFINITIONS



             (a) "Effective Date" shall mean the first date during the Change of

Control Period (as defined in Section 1.1(b)) on which a Change of Control

occurs.



             (b) "Change of Control Period" shall mean the period commencing on

the date of this Agreement and ending on the second anniversary of the date the

Company gives notice to the Employee that the Change of Control Period shall be

terminated.



        1.2     EMPLOYMENT PERIOD



        The Company hereby agrees to continue the Employee in its employ or in

the employ of its affiliated companies, and the Employee hereby agrees to remain

in the employ of the Company or its affiliated companies, in accordance with the

terms and provisions of this Agreement, for the period commencing on the

Effective Date and ending on the second anniversary of such date (the

"Employment Period").





{PAGE}   2



        1.3     POSITION AND DUTIES



        During the Employment Period, the Employee's position, authority, duties

and responsibilities shall be at least reasonably commensurate in all material

respects with the most significant of those held, exercised and assigned at any

time during the 90-day period immediately preceding the Effective Date.



        1.4     EMPLOYMENT AT WILL



        The Employee and the Company acknowledge that, except as may otherwise

be expressly provided under any other written employment agreement between the

Employee and the Company, the employment of the Employee by the Company or its

affiliated companies is "at will" and may be terminated by either the Employee

or the Company or its affiliated companies at any time. Moreover, if prior to

the Effective Date the Employee's employment with the Company or its affiliated

companies terminates, then the Employee shall have no further rights under this

Agreement.



        1.5     BOARD OF DIRECTORS



        The Employee is either currently or at some future time may become a

member of the Board. His continuation as such shall be subject to the will of

the Company's stockholders and the Board, as provided in the Company's by-laws

and certificate of incorporation. Removal of the Employee from, or nonelection

of the Employee to, the Board by the Company's stockholders or the Board, as

provided in the Company's by-laws and articles of incorporation, shall in no

event be deemed a breach of this Agreement by the Company.



2.      ATTENTION AND EFFORT



        During the Employment Period, and excluding any periods of vacation and

sick leave to which the Employee is entitled, the Employee will devote all of

his professional productive time, ability, attention and effort to the business

and affairs of the Company and the discharge of the responsibilities assigned to

him hereunder, and will use his best efforts to perform faithfully and

efficiently such responsibilities.



3.      COMPENSATION



        During the Employment Period, the Company agrees to pay or cause to be

paid to the Employee, and the Employee agrees to accept in exchange for the

services rendered hereunder by him, the following compensation:



        3.1     SALARY



        The Employee shall receive an annual base salary (the "Annual Base

Salary"), at least equal to the annual salary established by the Board or the

Compensation Committee of the Board (the "Compensation Committee") prior to the

Effective Date for the fiscal year in which the Effective Date occurs. The

Annual Base Salary shall be paid in substantially equal







                                      -2-

{PAGE}   3



installments and at the same intervals as the salaries of other officers of the

Company are paid.



        3.2     BONUS



        Employee may be entitled to receive, in addition to the Annual Base

Salary, an annual bonus in an amount to be determined by the Board of Directors

of the Company in its sole discretion.



        3.3     BENEFITS



        During the Employment Period, the Employee shall be entitled to

participate, subject to and in accordance with applicable eligibility

requirements, in such fringe benefit programs as shall be provided to other

employees of the Company and its affiliated companies from time to time during

the Employment Period by action of the Board (or any person or committee

appointed by the Board to determine fringe benefit programs and other

emoluments).



        3.4     EXPENSES



        During the Employment Period, the Employee shall be entitled to receive

prompt reimbursement for all reasonable employment expenses incurred by him in

accordance with the policies, practices and procedures of the Company and its

affiliated companies in effect for the employees of the Company and its

affiliated companies during the Employment Period or pursuant to an applicable

travel policy.



4.      TERMINATION



        Employment of the Employee during the Employment Period may be

terminated as follows but, in any case, the nondisclosure and noncompetition

provisions set forth in Sections 7, 8, 9, 10 and 11 shall survive the

termination of this Agreement and the termination of the Employee's employment

with the Company:



        4.1     BY THE COMPANY OR THE EMPLOYEE



        Upon giving Notice of Termination (as defined below), the Company may

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