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<SEC-DOCUMENT>0000838875-01-500011.txt : 20010911
<SEC-HEADER>0000838875-01-500011.hdr.sgml : 20010911
ACCESSION NUMBER:		0000838875-01-500011
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20010910
EFFECTIVENESS DATE:		20010910

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLAMETTE VALLEY VINEYARDS INC
		CENTRAL INDEX KEY:			0000838875
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				930981021
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-69188
		FILM NUMBER:		1734063

	BUSINESS ADDRESS:	
		STREET 1:		8800 ENCHANTED WAY S E
		CITY:			TURNER
		STATE:			OR
		ZIP:			97392
		BUSINESS PHONE:		5035889463

	MAIL ADDRESS:	
		STREET 1:		8800 ENCHANTED WAY SE
		CITY:			TURNER
		STATE:			OR
		ZIP:			97392
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>wvvs8.txt
<TEXT>
As filed with the Securities and Exchange Commission September 7, 2001
Registration No. _____-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

WILLAMETTE VALLEY VINEYARDS, INC.
(Exact Name of Registrant as Specified in Its Charter)

                 Oregon				    93-0981021
(State or Other Jurisdiction of			(I.R.S. Employer
Incorporation or Organization)			Identification No.)

	8800 Enchanted Way SE, Turner, Oregon 97392
	(Address of Principal Executive Offices, including Zip Code)

	1992 Incentive Stock Plan
	(Full Title of the Plan)

DWT Oregon Corp.
1300 SW Fifth Avenue, Suite 2300
Portland, Oregon  97201
(Name and Address of Agent for Service)

(503) 241-2300
(Telephone Number, Including Area Code, of Agent for Service)
______________________

Copy to:
Michael McArthur-Phillips, Esq.
Davis Wright Tremaine
1300 SW Fifth Avenue, Suite 2300
Portland, Oregon 97201-5682
(503) 241-2300

CALCULATION OF REGISTRATION FEE

Title of     Amount to be    Proposed Maximum   Proposed Maximum   Amount of
Securities   Registered(1)   Offering Price     Aggregate          Registration
to be                        Per Share(2)       Offering Price     Fee
Registered

Common Stock   900,000          2.00              1,800,000        $450.00


(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable upon exercise of options granted under the 1992
Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the outstanding
shares of Common Stock of Willamette Valley Vineyards, Inc.
(2) Estimated solely for the purpose of calculating the registration fee.
The price per share is estimated to be 2.00 based on the average of the high
2.00 and low 2.00 prices reported on NASDAQ for September 5, 2001, according
to Rule 457(c) and within five (5) business days prior to the date of filing
of this Registration Statement.

PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

	The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Willamette Valley Vineyards, Inc.,
an Oregon corporation (the "Registrant") are hereby incorporated by reference
into this Registration Statement:

(a) The Registrant's most recent annual report on Form 10-KSB for the fiscal
year ended December 31, 2000, filed with the Commission on April 4, 2001 (File
No. 000-21522), pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");

(b) The Registrant's quarterly reports on Form 10-QSB for the periods ended
March 31, 2001 and June 30, 2001, filed with the Commission on May 15, 2001
and August 15, 2001, respectively; and

(c) The description of the Common Stock of the Registrant, which is contained
in the Registrant's Regulation A Offering Statement on Form 1-A (File No.
24S-2996), including any amendments or reports filed for the purpose of
updating such description.

	All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents.  Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superceded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
 which also is deemed to be incorporated by such statement.  Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

Item 4.  Description of Securities.

	Not applicable.

Item 5.  Interest of Named Experts and Counsel.

	Not applicable.

Item 6.  Indemnification of Directors and Officers.

	The Registrant's Articles of Incorporation provides that the
Registrant may indemnify to the fullest extent not prohibited by law any
person who was or is a party or is threatened to be made a party to any
Proceeding against all expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person
in connection with such Proceeding.

	Oregon law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, unless the breach involves: (1) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (2)
conduct resulting in a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or (3) conduct
resulting in any other proceeding charging improper personal benefit to the
director in which the director was adjudged liable on the basis that personal
benefit was improperly received by the director.

Item 7.  Exemption from Registration Claimed.

	A total of 19,450 shares of the Registrant's common stock have been
issued to eight individuals.  Six of the recipients are executive officers
and/or directors of the Registrant accordingly.  The issuance of such shares
is exempt under Section 4(2) of the Securities Act of 1933.  The remaining two
recipients are senior level executives who received their shares under Rule
504 of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act").

Item 8.  Exhibits.

	The following Exhibits are filed as a part of this Registration
Statement:

Exhibit
Number       Description

4            1992 Stock Incentive Plan
4.1          Amendment dated July 21, 1996
4.2          Amendment dated July 25, 1998
4.3          Amendment dated April 15, 1999
4.4          Amendment dated July 25, 2000
4.5          Sample Incentive Stock Option Agreement
4.6          Sample Nonqualified Stock Option Agreement
5            Opinion of Davis Wright Tremaine LLP, with respect to the
             legality of securities being registered.
23.1         Consent of Counsel (contained in opinion filed as Exhibit 5).
23.2         Consent of Independent Accountants
24.1         Power of Attorney (see signature page).

Item 9.  Undertakings.

(a)  The Registrant hereby undertakes:
  (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
  (2)  That, for the purposes of determining any liability under the
Securities Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
  (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(b)  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference into this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Turner, State of Oregon, on the
23rd day of August, 2001.

WILLAMETTE VALLEY VINEYARDS, INC.,
an Oregon corporation



By:/s/ James W. Bernau
James W. Bernau
Chairperson of the Board, President

POWER OF ATTORNEY

We, the undersigned officers and directors of Willamette Valley Vineyards,
Inc., hereby severally and individually constitute and appoint James W.
Bernau and Sean M. Cary, and each of them, as true and lawful attorneys in
fact for the undersigned, in any and all capacities, with full power of
substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys in fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys in fact, or any of them, may
lawfully do or cause to be done by virtue of this appointment.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

Signature
Title
Date

__/s/_James W. Bernau___
James W. Bernau
President and Chairperson of Board
August 23, 2001

__/s/ Sean M. Cary____
Sean M. Cary
Controller (Principal Accounting Officer)
August 23, 2001


Signature
Title
Date

___/s/ James L. Ellis_
James L. Ellis
Director and Vice-President and Secretary
August _23_, 2001

___/s/ Betty M. O'Brien__
Betty M. O'Brien
Director
August _23_, 2001

___/s/_Stan G. Turel_____
Stan G. Turel
Director
August _23_, 2001

___/s/ Edwin B. Edwards_
Edwin B. Edwards
Director
August _27_, 2001

___/s/ Delna Jones_______
Delna Jones
Director
August _23_, 2001



	INDEX TO EXHIBITS


Exhibit
Number                 Description               Sequentially
                                                 Numbered Pages
4       1992 Stock Incentive Plan
4.1     Amendment dated July 21, 1996
4.2     Amendment dated July 25, 1998
4.3     Amendment dated April 15, 1999
4.4     Amendment dated July 25, 2001
4.5     Sample Incentive Stock Option Agreement
4.6     Sample Nonqualified Stock Option Agreement
5       Opinion of Davis Wright Tremaine LLP, with      8
        respect to the legality of securities being
        registered.
23.1    Consent of Counsel (contained in opinion        8
        filed as Exhibit 5)
23.2    Consent of Independent Accountants              10
24.1    Power of Attorney (see signature page)          5














MICHAEL MCARTHUR-PHILLIPS
SUITE 2300
TEL (503) 241-2300
Direct (503) 778-5214
1300 SW FIFTH AVENUE
FAX (503) 778-5299
Mcp@dwt.com
PORTLAND, OR  97201-5682
Www.dwt.com

August 17, 2001


Willamette Valley Vineyards, Inc.
8800 Enchanted Way SE
Turner, Oregon 97392

Re:	Share Option Plan

Dear Ladies and Gentlemen:
We have acted as counsel to Willamette Valley Vineyards, Inc., an Oregon
corporation (the "Corporation"), in connection with its Registration Statement
on Form S-8 (the "Registration Statement").  Capitalized terms used herein
that are not otherwise defined have the meanings ascribed thereto as set forth
in the Registration Statement and the exhibits thereto.

We have examined such documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinions hereinafter expressed.  We
have assumed the genuineness of all signatures, the authenticity of documents,
certificates and records submitted to us as originals, the conformity to the
originals of all documents, certificates and records submitted to us as
copies, the legal capacity of all natural persons executing documents,
certificates and records, and the completeness and accuracy as of the date of
this opinion letter of the information contained in such documents,
certificates and records.

Based upon the foregoing, we are of the opinion that:

1.  The Corporation is duly formed and validly existing under the laws of the
State of Oregon.

2.  The Plan, the Shares and the options respecting such Shares have been
duly authorized and, when appropriate certificates have been duly executed by
the proper officers of the Corporation, the Shares will be validly issued,
fully paid and nonassessable.

This opinion is limited to the laws of the State of Oregon and the federal
laws of the United States of the type typically applicable to transactions
contemplated by the Registration Statement.  We express no opinion with
respect to the laws of any other country, state or jurisdiction.

This opinion letter is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated.  This letter
speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretations.  We undertake no
responsibility to update or supplement this letter after the date hereof.

We consent to being named in the Registration Statement as counsel who are
passing upon the validity of the shares of common stock to be issued pursuant
to the Registration Statement.  Subject to the foregoing, this opinion letter
may be relied upon by you only in connection with the Offering and may not be
used or relied upon by you for any other purpose or by any other person for
any purpose whatsoever without, in each instance, our prior written consent.


Sincerely,
Davis Wright Tremaine LLP

/s/ Davis Wright Tremaine LLP



Exhibit 23.2
Consent of Accountants


We consent to the use of our reports incorporated herein by reference, which
reports appear in the Willamette Valley Vineyards, Inc. 2001 Annual Report on
Form 10-K.


/s/ Pricewaterhouse Coopers LLP
Portland, Oregon





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>amd1sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 1 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 1 (the "Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette Valley Vineyards, Inc. (the "Company") is effective
as of July 21, 1996.


     Whereas, the Plan was adopted to enable the Company to provide financial
incentives in the form of equity in the Company to the Company's employees,
directors and consultants.

     Whereas, the Plan was adopted in 1992.

     Whereas, the Plan as adopted has a total of 175,000 shares reserved for
issuance and as of May 31, 1996, 19,000 shares were available for future
grants.

     Whereas, the Board of Directors believes that the availability of stock
incentives is an important factor in the Company's ability to continue to
attract and retain experienced and competent employees and to provide an
incentive to them to exert their best efforts on behalf of the Company and
the Board of Directors  believes that additional shares will be need under
the 1992 Plan to provide appropriate incentives,

     Accordingly, the Board of Directors has approved an amendment to the
1992 Plan, subject to shareholder approval, to reserve an additional 150,000
shares of Common Stock under the 1992 Plan, thereby increasing the total
number of shares reserved under the 1992 Plan from 175,000 shares to 325,000
shares

     Whereas, the 1993 Omnibus Budget Reconciliation Act ("OBRA") became law
in August 1993.  Under the new law publicly-held companies may be limited
regarding to income tax deductions to the extent total remuneration
(including stock option exercises) for certain executive officers exceeds
$1 million in any one year.  However, OBRA provides an exception for
"performance-based " remuneration, including stock options.  The new law
requires that certain actions must be taken by a majority vote of the
shareholders in order for the stock options to qualify as "performance-
based " remuneration.

     Whereas, the 1992 Plan was previously approved by the shareholders,
regulations adopted pursuant to OBRA which establish the requirements for
stock options to be treated as "performance" based remunerations require
stock option plans to set forth the maximum number of options that may be
awarded to any employee in any year.  Accordingly, the Board of Directors,
subject to shareholder approval, approved an amendment to the 1992 Plan to
establish a limitation of 75,000 on the number of options that may be
awarded to any employee under the 1992 Plan in any calendar year.


     Now, therefore, as a result of the ratification and approval of the
Amendment by the Company's shareholders on July 21, 1996, the number of
shares reserved for the Plan shall be increased by 150,000 shares of Common
Stock thereby increasing the total number of shares reserved under the Plan
from 175,000 to 325,000 shares and the number of options awarded to any one
employee in any calendar year shall be limited to 75,000.

     Except as provided herein, the plan, as amended, shall remain
unchanged and in full force and effect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>amd2sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 2 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 2 (the "Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette Valley Vineyards, Inc. (the "Company") is effective
as of July 25, 1998.


     Whereas, the Plan was adopted to enable the Company to provide financial
incentives in the form of equity in the Company to the Company's employees,
directors and consultants.

     Whereas, the Plan was amended on July 21, 1996.

     Whereas, the Plan as amended has a total of 325,000 shares reserved for
issuance and as of January 1, 1998, 147,000 shares were available for future
grants.

     Whereas, the Board of Directors believes that the availability of stock
incentives is an important factor in the Company's ability to continue to
attract and retain experience and competent employees and to provide an
incentive to them to exert their best efforts on behalf of the Company and
in January of 1998, the Board believed that the amount of shares available
for grants was inadequate to meet the ongoing recruitment and retention of
key employees and to continue to open participation in the plan to as many
qualified employees as possible, therefore the Board, subject to shareholder
approval, voted to reserve and additional 275,000 shares of Common Stock
under the Plan thereby increasing the total number of shares reserved under
the plan from 325,000 to 600,000 shares.  These additional shares gave the
Board the ability to grant stock options to qualified employees in January
and March of 1998 and to provide shares for shares for possible future grants.
On January 13, 1998 the Board approved an option of 75,000 shares to James W.
Bernau, President and CEO, at an exercise price of $1.65.  This grant price
was the closing NASDAQ price on the date of grant adjusted upward by 10%.  On
March 5, 1998, options were granted to additional employees by the Board at a
grant price of $1.75, which was the closing NASDAQ price on the day of grant.


     Now, therefore, subject to ratification and approval of the Amendment by
the Company's shareholders, the number of shares reserved for the Plan shall
be increased by 275,000 shares of Common Stock thereby increasing the total
number of shares reserved under the Plan from 325,000 to 600,000 shares



     Except as provided herein and as previously amended, the plan, as
amended, shall remain unchanged and in full force and effect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>amd3sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 3 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 3 (the Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette Valley Vineyards, Inc. (the "Company") is effective
as of April 15, 1999.


     Whereas, the Plan was adopted to enable the Company to provide financial
incentives in the form of equity in the Company to the Company's employees,
directors and consultants.

     Whereas, the Plan was amended on July 21,1996 and July 25, 1998.

     Whereas, the Plan defines Consultant to be "a person who is engaged by
the Company or any Subsidiary (as defined in the Plan) to render consulting
services and is compensated for such consulting services and any director of
the Company whether compensated for such services or not."

     Whereas, on April 15, 1999, the Board of Directors adopted a plan to
grant up to 250 shares of the Company's common stock to certain distributors
of the Company's products if certain sales criteria are satisfied.

     Whereas, the Company wishes to issue such shares under the Plan and
desires to change the definition of the term "Consultant" thereunder to
accommodate such issuance.

     Now, therefore, subject to ratification and approval of the Amendment by
the Company's shareholders, Section 2(f) of the Plan is amended effective
April 15, 1999 to read as follows:

"Consultant" shall mean (i) any person who is engaged by the Company or any
Subsidiary to render consulting or other services as an independent contractor,
including, without limitation, distributors of the Company's or Subsidiary's
products, (ii) any vendor who provides products to or for the Company or any
Subsidiary and, with respect to both (i) and (ii), is compensated for such
services and/or products, and (iii) any director of the Company, whether or
not compensated for his or her services."




     Except as provided herein and as previously amended, the plan, as
amended, shall remain unchanged and in full force and effect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>amd4sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.
AMENDMENT NO. 4 TO
1992 STOCK INCENTIVE PLAN


     This Amendment No. 4 (the "Amendment") to the 1992 Stock Incentive Plan
(the "Plan") of Willamette valley Vineyards, Inc. (the "Company") is effective
as of July 25, 2001.


     Whereas, the Plan was adopted to enable the Company to provide financial
incentives in the form of equity in the Company to the Company's employees and
consultants.

     Whereas, the Plan was amended in 1996 and 1998.

     Whereas, the Plan, as amended, provides that the maximum number of shares
of common stock that may be issued under the Plan is 600,000 shares;

     Whereas, the Company wishes to increase the number of shares under the
Plan to 900,000.

     Now, therefore, subject to ratification and approval of the Amendment by
the Company's shareholders, Section 3 of the Plan is amended effective July 25,
2001 to read as follows:

"Subject to the provisions of Section 11 of the Plan, the maximum number of
shares which may be optioned and/or Sold under the Plan is 900,000 shares of
Common Stock.  The Shares may be authorized, but unissued, or reacquired
Common Stock."

     Except as provided herein and as previously amended, the plan, as
amended, shall remain unchanged and in full force and effect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>6
<FILENAME>sip.txt
<TEXT>
WILLAMETTE VALLEY VINEYARDS, INC.

1992 STOCK INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and
Consultants of the Company and to promote the success of the Company's
business.
   Options granted hereunder may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"nonqualified stock options," at the discretion of the Board and as reflected
in the terms of the written option agreement. In addition, shares of the
Company's Common Stock may be Sold hereunder independent of any Option grant.

2. Definitions. As used herein, the following definitions shall apply:
   (a) "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no Committee is appointed.

   (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

   (c) "Common Stock" shall mean the Common Stock of the Company.

   (d) "Company" shall mean Willamette Valley Vineyards, Inc., an Oregon
corporation.

   (e) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one
is appointed.

   (f) "Consultant" shall mean any person who is engaged by the Company or
any Subsidiary to render consulting services and is compensated for such
consulting services and any director of the Company whether compensated for
such services or not.

   (g) "Continuous Status as an Employee or Consultant" shall mean the absence
of any interruption or termination of service as an Employee or Consultant.
Continuous Status as an Employee or Consultant shall not be considered
interrupted in the case of sick leave, military leave, or any other leave of
absence approved by the Board; provided that such leave is for a period of not
more than ninety days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

   (h) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

   (i) "Incentive Stock Option" shall mean an option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

   (j) "Nonqualified Stock Option" shall mean an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

   (k) "Option" shall mean a stock option granted pursuant to the Plan.

   (l) "Optioned Stock" shall mean the Common Stock subject to an Option.

   (m) "Optionee" shall mean an Employee or Consultant who receives an Option.

   (n) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 425 (e) of the Code.

   (o) "Plan" shall mean this Stock Incentive Plan.

   (p) "Sale" or "Sold" shall include, with respect to the sale of Shares
under the Plan, the sale of Shares for consideration in the form of cash or
notes, as well as a grant of Shares without consideration, except past or
future services.

   (q) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

   (r) "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 425 (f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the
Plan, the maximum aggregate number of shares which may be optioned and/or Sold
under the Plan is 175,000 shares of Common Stock. The Shares may be authorized,
but unissued, or reacquired Common Stock.
   If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available
for future Option grants and/or Sales under the Plan. If Shares Sold under the
Plan are repurchased by the Company pursuant to restrictions applicable to
such Shares, the number of Shares repurchased shall, unless the Plan shall
have been terminated, become available for future option grants and/or Sales
under the Plan.

4. Administration of the Plan.
   (a) Procedure. The Plan shall be administered by the Board of Directors of
theCompany.
     (i) Subject to subparagraph (ii), the Board of Directors may appoint a
Committee consisting of not less than three (3) members of the Board of
10:41 AM 8/30/2001 Directors to administer the Plan on behalf of the Board of
Directors, subject to such terms and conditions as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board of Directors. From time to time the Board of
Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer the Plan.
     Members of the Board who are either eligible for Options and/or Sales or
have been granted Options or Sold Shares may vote on any matters affecting the
administration of the Plan or the grant of any Options or Sale of any Shares
pursuant to the Plan, except that no such member shall act upon the granting
of an Option or Sale of Shares to himself, but any such member may be counted
in determining the existence of a quorum at any meeting of the Board during
which action is taken with respect to the granting of Options or Sale of
Shares to him.
     (ii) Notwithstanding the foregoing subparagraph (i), if and in any event
the Company registers any class of any equity security pursuant to Section 12
of the Securities Exchange Act of 1934, from the effective date of such
registration until six (6) months after the termination of such registration,
any grants of options to officers or directors shall only be made by the
Board; provided, however, that if any member of the Board has received an
option grant or stock award under this Plan or any other stock option or other
stock plan of the Company, or any of its affiliates, at any time within the
preceding year, any grants of options to officers or directors must be made by,
or only in accordance with the recommendation of, a Committee consisting of
two or more persons, each of whom must be a member of the Board of Directors
of the Company, appointed by the Board and having full authority to act in the
matter, and none of whom has received any option grant or stock award under
this Plan or any other stock option or other stock plan of the Company, or any
of its affiliates at any time within the preceding year.

   (b) Powers of the Board. Subject to the provisions of the Plan, the Board
shall have the authority, in its discretion:
     (i) to grant Incentive Stock Options in accordance with Section 422 of
the Code, or nonqualified stock Options; (ii) to authorize Sales of Shares of
Common Stock hereunder; (iii) to determine, upon review of relevant
information and in accordance with Section 8(b) of the Plan, the fair market
value of the Common Stock; (iv) to determine the exercise/purchase price per
share of Options to be granted or Shares to be Sold, which exercise/purchase
price shall be determined in accordance with Section 8(a) of the Plan; (v) to
determine the Employees or Consultants to whom, and the time or times at which,
Options shall be granted and the number of Shares to be represented by each
Option; (vi) to determine the Employees or Consultants to whom, and the time
or times at which, Shares shall be Sold and the number of Shares to be Sold;
(vii) to interpret the Plan; (viii) to prescribe, amend and rescind rules and
regulations relating to the Plan; (ix) to determine the terms and provisions
of each Option granted (which need not be identical) and, with the consent of
the holder thereof, modify or amend each option; (x) to determine the terms
and provisions of each Sale of Shares (which need not be identical) and, with
the consent of the purchaser thereof, modify or amend each Sale; (xi) to
accelerate or defer (with the consent of the Optionee) the exercise date of
any option, consistent with the provisions of Section 9 of the Plan; (xii) to
accelerate or defer (with the consent of the Optionee or purchaser of Shares)
the vesting restrictions applicable to Shares Sold under the Plan or pursuant
to Options granted under the Plan; (xiii) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Option or Sale of Shares previously granted or authorized by the Board; (xiv)
to determine the restrictions on transfer, vesting restrictions, repurchase
rights, or other restrictions applicable to Shares issued under the Plan;
(xv) to effect, at any time and from time to time, with the consent of the
affected Optionees, the cancellation of any or all outstanding Options under
the Plan and to grant in substitution therefor new Options under the Plan
covering the same or different numbers of Shares, but having an Option price
per Share consistent with the provisions of Section 8 of this Plan as of the
date of the new Option grant; and (xvi) to make all other determinations
deemed necessary or advisable for the administration of the Plan.

   (c) Effect of Boards Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan or Shares Sold under
the Plan.

5. Eligibility.
   (a) Persons Eligible. Options may be granted and/or Shares Sold only to
Employees and Consultants. Incentive Stock options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Sold
Shares may, if he is otherwise eligible, be granted an additional Option or
Options or Sold additional Shares.
   (b) ISO Limitation. No Incentive Stock Option may be granted to an Employee
which, when aggregated with all other Incentive Stock Options granted to such
Employee by the Company or any Parent or Subsidiary, would result in Shares
having an aggregate fair market value (determined for each Share as of the
date of grant of the Option covering such Share) in excess of $100,000
becoming first available for purchase upon exercise of one or more Incentive
Stock Options during any calendar year.
   (c) Section 5(b) Limitations. Section 5(b) of the Plan shall apply only to
an Incentive Stock Option evidenced by an "Incentive Stock Option Agreement"
which sets forth the intention of the Company and the Optionee that such
Option shall qualify as an Incentive Stock Option. Section 5(b) of the Plan
shall not apply to any Option evidenced by a "Nonqualified Stock Option
Agreement" which sets forth the intention of the Company and the Optionee that
such Option shall be a Nonqualified Stock Option.
   (d) No Right to Continued Employment. The Plan shall not confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with his
right or the Company's right to terminate his employment or consulting
relationship at any time.

6. Term of Plan. The Plan shall become effective upon the earlier to occur of
its adoption by the Board of Directors or its approval by the stockholders of
the Company as described in Section 17 of the Plan. It shall continue in
effect for a term of. ten (10) years, unless sooner terminated under Section
13 of the Plan.

7. Term of Option. The term of each Incentive Stock Option shall be ten (10)
years from the date of grant thereof or such shorter term as may be provided
in the Stock Option Agreement. The term of each Nonqualified Stock Option
shall be ten (10) years and one (1) day from the date of grant thereof or
such shorter term as may be provided in the Stock Option Agreement. However,
in the case of an Option granted to an Optionee who, at the time the option
is granted, owns stock representing more than ten percent (10t) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary,
(a) if the Option is an Incentive Stock option, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter time as may
be provided in the Stock Option Agreement, or (b) if the Option is a
Nonqualified Stock Option, the term of the Option shall be five (5) years and
one (1) day from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement.

8. Exercise/Purchase Price and Consideration.
   (a) Exercise/Purchase Price. The per-Share exercise/purchase price for the
Shares to be issued pursuant to exercise of an Option or a Sale (other than a
Sale which is a grant for which no purchase price is payable) shall be such
price as is determined by the Board, but shall be subject to the following:
     (i) In the case of an Incentive Stock Option
       (A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than ten percent (1O%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than one hundred ten
percent (110%) of the fair market value per Share on the date of the grant.
       (B) granted to any other Employee, the per Share exercise price shall
be no less than one hundred percent (100%) of the fair market value per Share
on the date of grant.

     (ii) In the case of a Nonqualified Stock Option or Sale.
       (A) granted or Sold to a person who, at the time of the grant of such
Option or authorization of such Sale, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per-Share exercise/purchase price shall be no
less than one hundred ten percent (110%) of the fair market value per Share
on the date of the grant or authorization of Sale.

       (B) granted or Sold to any other person, the per Share exercise /
purchase price shall be no less than eighty-five percent (85%) of the fair
market value per Share on the date of grant or authorization of Sale.

     (iii) In the case of an Option granted or Sale authorized on or after the
effective date of registration of any class of equity security of the Company
pursuant to Section 12 of the Exchange Act and prior to six (6) months after
the termination of such registration, the per Share exercise/purchase price
shall be no less than one hundred percent (100%) of the fair market value per
Share on the date of grant or authorization of Sale.
   (b) Fair Market Value. The fair market value per Share shall be determined
by the Board in its discretion; provided, however, that where there is a
public market for the Common Stock, the fair market value per Share shall be
the mean of the bid and asked prices of the Common Stock for the date of grant
or authorization of Sale, as reported in The Wall Street Journal (or, if not
so reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotation (NASDAQ) System) or, in the event the Common Stock
is listed on a stock exchange (including NASDAQ), the fair market value per
Share shall be the closing price on such exchange on the date of grant of the
option or authorization of Sale, as reported in The Wall Street Journal.
   (c) Consideration. The consideration to be paid for the Shares to be issued
upon exercise of an Option or pursuant to a Sale, including the method of
payment, shall be determined by the Board and may consist entirely of cash,
check, promissory note, other Shares of Common Stock having a fair market
value on the date of surrender equal to the aggregate exercise/purchase price
of the Shares as to which said option shall be exercised or Sale consummated,
or any combination of such methods of payment for the issuance of Shares.

9. Exercise of Option.
   (a) Procedure for Exercise; Rights as a Stockholder. Any option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of
the Plan.

   An Option may not be exercised for a fraction of a Share.

   An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the option and full payment for the
Shares with respect to which the option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.
Each Optionee who exercises an Option shall, upon notification of the amount
due (if any) and prior to or concurrent with delivery of the certificate
representing the Shares, pay to the Company amounts necessary to satisfy
applicable federal, state and local tax withholding requirements. An Optionee
must also provide a duly executed copy of any stock transfer agreement then in
effect and determined to be applicable by the Board. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the optioned Stock, notwithstanding
the exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 11 of the Plan.

   Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

   (b) Termination of Status as an Employee or Consultant. If an Employee or
Consultant ceases to serve as an Employee or Consultant (as the case may be),
he may, but only within three (3) months (or with respect to Nonqualified
Stock Options, such other period of time not exceeding the limitations of
Section 7 above as is determined by the Board at the time of grant of the
Nonqualified Stock option) after the date he ceases to be an Employee or
Consultant (as the case may be) of the Company, exercise his Option to the
extent that he was entitled to exercise it at the date of such termination.
To the extent that he was not entitled to exercise the Option at the date of
such termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.
(c) Disability of Optionee. Notwithstanding the provisions of Section 9(b)
above, in the event an Employee or Consultant is unable to continue his
employment or consulting relationship (as the case may be) with the Company as
a result of his total and permanent disability (as defined in Section 22(e)(3)
of the Code), he may, but only within twelve (12) months (or with respect to
Nonqualified Stock Options, such other period of time not exceeding the
limitations of Section 7 above as is determined by the Board at the time of
grant of the Nonqualified Stock Option) from the date of termination, exercise
his Option to the extent he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the Option at
the date of termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the option shall
terminate.
(d) Death of Optionee. In the event of the death of an Optionee during the
term of the Option who is at the time of his death an Employee or Consultant
of the Company and who shall have been in Continuous Status as an Employee or
Consultant since the date of grant of the Option, the Option may be exercised,
at any time within twelve (12) months (or such other period of time not
exceeding the limitations of Section 7 above as is determined by the Board at
the time of grant of the Option) following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise as
of the date of death.

10. Nontransferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of the Optionee only by the Optionee.

11. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no options have yet been granted or sales made or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.

   In the event of the proposed dissolution or liquidation of the Company; the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company,
or the merger of the Company with or into another corporation, the Option
shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
 unless the Board determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution,. that the Optionee shall have the
right to exercise the Option as to all of the Optioned Stock, including Shares
as to which the Option would not otherwise be exercisable. If the Board makes
an Option fully exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify the Optionee that the
Option shall be fully exercisable for a period of thirty (30) days from the
date of such notice or such shorter period as the Board may specify in the
notice, and the Option will terminate upon the expiration of such period.

12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee or
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.

13. Amendment and Termination of the Plan.
   (a) Amendment and Termination. The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable; provided
that, the following revisions or amendments shall require approval of the
stockholders of the Company in the manner described in Section 17 of the Plan:
     (i) any increase in the number of Shares subject to the Plan, other than
in connection with an adjustment under Section 11 of the Plan;
     (ii) any change in the designation of the class of Employees or
Consultants eligible to be granted Options; or
     (iii) if the Company has a class of equity security registered under
Section 12 of the Exchange Act at the time of such revision or amendment, any
material increase in the benefits accruing to participants under the Plan.
   (b) Stockholder Approval. If any amendment requiring stockholder approval
under Section 13(a) of the Plan is made subsequent to the first registration
of any class of equity security by the Company under Section 12 of the
Exchange Act, such stockholder approval shall be solicited as described in
Section 17(a) of the Plan.
   (c) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted, and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the
Board, which agreement must be in writing and signed by the Optionee and the
Company.

14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option or a Sale unless the exercise of such Option or
consummation of the Sale and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, applicable state
securities laws, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.

   As a condition to the exercise of an Option or a Sale, the Company may
require the person exercising such Option or to whom Shares are being Sold to
represent and warrant at the time of any such exercise or Sale that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant.
provisions of law.

15. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

   Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

16. Option Agreement. Options shall be evidenced by written option agreements
in such form as the Board shall approve.

17. Stockholder Approval. Continuance of the Plan shall be subject to approval
by the stockholders of the Company within twelve months before or after the
date the Plan is adopted. If such stockholder approval is obtained at a duly
held stockholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the. Company, such holders
being present or represented and entitled to vote thereon. If and in the event
that the Company registers any class of any equity security pursuant to
Section 12 of the Exchange Act, the approval of such stockholders of the
Company shall be:
   (a) Solicitation.
     (i) solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder, or
     (ii) solicited after the Company has furnished in writing to the holders
entitled to vote substantially the same information concerning the Plan as
that which would be required by the rules and regulations in effect under
Section 14(a) of the Exchange Act at the time such information is furnished;
and
   (b) Time.  Obtained at or prior to the first annual meeting of stockholders
held subsequent to the first registration of any class of equity securities of
the Company under Section 12 of the Exchange Act.

   If such stockholder approval is obtained by written consent, it must be
obtained by the written consent of stockholders of the Company in compliance
with the requirements of applicable state law.

Adopted by the Board of Directors of the Company on June 1, 1992.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>7
<FILENAME>isoex.txt
<TEXT>
	Willamette Valley Vineyards, Incorporated

	Incentive Stock Option Agreement
	Number 92I - ---



Date of Grant
Optionee:	("Optionee")
Shares Subject to Option: xxxxxx	("Shares")
Exercise Price: $xxxxxxx	("Exercise Price")


		Willamette Valley Vineyards, Inc., an Oregon corporation (the
 "Company"), hereby grants to Optionee an option to purchase the Shares, at
the Exercise Price (the "Option"), subject to the terms, definitions and
provisions of the Company's 1992 Stock Incentive Plan (the "Plan"), a copy of
which is attached hereto as Exhibit A and incorporated herein by reference.
The terms defined in the Plan shall have the same defined meanings herein.


1. Nature of the Option.  This Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

2. Exercise Price.  The Exercise Price is not less than the fair market value
per share of Common Stock on the date of grant, as determined by the Board of
Directors of the Company.

3. Exercise of Option.  This Option shall be exercisable during its term in
accordance with the provisions of Section 9 of the Plan as follows:

   a. Right to Exercise.
     (1) Subject to subsections 3(a)(2) and (3) below, this Option shall be
exercisable in accordance with the exercise schedule set forth on Schedule 1
(the "Exercise Schedule").  The Shares issued shall be subject to the terms of
the Shareholder Agreement attached hereto as Exhibit B (the "Shareholder
Agreement").  The Optionee agrees to execute a copy of the Shareholder
Agreement at the time of exercise, but acknowledges that the restrictions set
forth therein shall be binding upon the Optionee notwithstanding the
Optionee's failure to execute a copy of the Shareholder Agreement.
     (2) This Option may not be exercised for a fraction of a Share.
     (3) In the event of the Optionee's death, disability or other termination
of employment, the exercisability of this Option is governed by Sections 6, 7
and 8 below.
   b. Method of Exercise.  This Option shall be exercisable by written notice
in the form attached hereto as Exhibit C, as amended from time to time.  Such
written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the President, Secretary or Chief Financial
Officer of the Company.  The written notice shall be accompanied by payment of
the exercise price.  The exercise price must be paid in cash or, with the
consent of the Board, by a promissory note or delivery of other Shares having
a fair market value on the date of surrender equal to the aggregate exercise
price.  The Optionee must also deliver a duly executed copy of the Shareholder
Agreement.  This Option shall be deemed to be exercised upon receipt by the
Company of such written notice accompanied by the exercise price and an
executed copy of the Shareholder Agreement.

   No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.

4. The Optionee's Representations.  By receipt of this Option, by its
execution and by its exercise in whole or in part, the Optionee represents to
the Company that the Optionee understands that:
   a. both this Option and any Shares purchased upon its exercise are
securities, the issuance by the Company of which requires compliance with
federal and state securities laws;
   b. these securities are made available to the Optionee only on the
condition that the Optionee makes the representations contained in this
Section 4 to the Company;
   c. the Optionee has made a reasonable investigation of the affairs of the
Company sufficient to be well informed as to the rights and the value of these
securities;
   d. the Optionee understands that the securities have not been registered
under the Securities Act of 1933 (the "Act") in reliance upon a specific
exemption contained in that Act which depends upon the Optionee's bona fide
investment intention in acquiring these securities; that the Optionee's
intention is to hold these securities for the Optionee's own benefit for an
indefinite period; that the Optionee has no present intention of selling or
transferring any part thereof (recognizing that the Option is not
transferable) and that there may be certain restrictions on transfer of the
Shares subject to the Option;
   e. the Optionee understands that the Shares subject to the Option, in
addition to other restrictions on transfer, must be held indefinitely unless
subsequently registered under the Act, or unless an exemption from
registration is available; that Rule 144, the usual exemption from
registration, is only available after the satisfaction of certain conditions,
including a required holding period; and that otherwise it will be necessary
that the Shares be sold pursuant to another exemption from registration which
may be difficult to satisfy; and
   f. the Optionee understands that the certificate representing the Shares
will bear a legend prohibiting their transfer in the absence of their
registration or an opinion of counsel acceptable to counsel for the Company
that registration is not required.

5. Restrictions on Exercise.  This Option may not be exercised if the issuance
of such Shares upon such exercise or the method of payment of consideration
for such Shares would constitute a violation of any applicable federal or
state securities or other law or regulation.  As a condition to the exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.

6. Termination of Status as an Employee.  If the Optionee is an Employee and
ceases to serve as an Employee, then the Optionee may, but only within 3
months after the date the Employee ceases to be an Employee, exercise this
Option to the extent that the Employee was entitled to exercise it at the date
of such termination pursuant to the Exercise Schedule.  To the extent that the
Optionee was not entitled to exercise this Option at the date of such
termination, or if the Employee does not exercise this Option within the time
specified herein, this Option shall terminate.

7. Disability of the Optionee.  Notwithstanding the provisions of Section 6
above, if the Optionee is unable to continue the Employee's employment with
the Company as a result of the Employee's permanent and total disability (as
defined in Section 22(e)(3) of the Code), the Employee may, but only within 12
months from the date of termination of employment, exercise this Option to the
extent the Employee was entitled to exercise it at the date of such
termination pursuant to the Exercise Schedule.  To the extent that the
Employee was not entitled to exercise this Option at the date of termination,
or if the Employee does not exercise such Option (which the Employee was
entitled to exercise) within the time specified herein, this Option shall
terminate.

8. Death of the Optionee.  In the event of the death of the Optionee during
the term of this Option and while an Employee of the Company and having been
in continuous status as an Employee since the date of grant of this Option,
this Option may be exercised, at any time within 12 months following the date
of death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent the
Employee was entitled to exercise it at the date of the Employee's death
pursuant to the Exercise Schedule.

9. Nontransferability of Option.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

10. Term of Option.  Notwithstanding Section 9, this Option may not be
exercised more than 10 years from the date of grant of this Option and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.

11. Early Disposition of Stock.  Optionee understands that if the Employee
disposes of any Shares received under this Option within two years after the
date of this Agreement or within one year after such Shares were transferred
to him, the Employee will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount
generally measured by the difference between the exercise price and the lower
of the fair market value of the Shares at the date of the exercise or the fair
market value of the Shares at the date of disposition.  Optionee hereby agrees
to notify the Company in writing within 30 days after the date of such
disposition.  Optionee understands that if the Employee disposes of such
Shares at any time after the expiration of such two-year and one-year holding
periods, any gain on such sale will be taxed as long-term capital gain.

12. Miscellaneous.  The Optionee acknowledges that the Company has no
additional obligation to issue or sell securities to the Optionee.




     Willamette Valley Vineyards, Inc.


     By:______________________________

     Title:___________________________

   The Optionee acknowledges receipt of a copy of the Plan and represents that
the Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option, subject to all of the terms and provisions thereof.  The
Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company upon any
questions arising under the Plan.


     Dated:________________________.


Optionee
Street Address
City  State  Zip

Social Security Number

Exercise Schedule for Option Holders of Willamette Valley Vineyards, Inc.
("the Company")

Name of Optionee:

Number of Shares subject to the Incentive Stock Option Agreement (i.e., the
number of shares of common stock of the Company issuable upon Optionee's
exercise of  Incentive Stock Option Agreement Number 92I-   ):

The number of shares which may be purchased by Optionee under his or her
option, shall be determined in accordance with the following schedule:


Exercise Date     Vesting

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>8
<FILENAME>nqex.txt
<TEXT>
	Willamette Valley Vineyards

	Nonqualified Stock Option Agreement

	Number  92N-

Date of Grant:
Optionee (s):	("Optionee")
Shares Subject to Option:	("Shares")
Exercise Price:	("Exercise Price")


Willamette Valley Vineyards, Inc., an Oregon corporation (the "Company"),
hereby grants to Optionee an option to purchase the Shares, at the Exercise
Price (the "Option"), subject to the terms, definitions and provisions of the
Company's 1992 Stock Incentive Plan (the "Plan"), a copy of which is attached
hereto as Exhibit A and incorporated herein by reference.  The terms defined
in the Plan shall have the same defined meanings herein.


1. Nature of the Option.  This Option is not intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").1.	Nature of the Option.  This Option is
not intended to qualify as an Incentive Stock Option as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").

2. Exercise Price.  The Exercise Price is not less than the fair market value
per share of Common Stock on the date of grant, as determined by the Board of
Directors of the Company.

3. Exercise of Option.  This Option shall be exercisable during its term in
accordance with the provisions of Section 9 of the Plan as follows:3.
Exercise of Option.  This Option shall be exercisable during its term in
accordance with the provisions of Section 9 of the Plan as follows:

   a. Right to Exercise.
     (1) Subject to subsections 3(a)(2) and (3) below, this Option shall be
exercisable in accordance with the exercise schedule set forth on Schedule 1
(the "Exercise Schedule").  The Shares issued shall be subject to the terms of
the Shareholder Agreement attached hereto as Exhibit B (the "Shareholder
Agreement").  The Optionee agrees to execute a copy of the Shareholder
Agreement at the time of exercise, but acknowledges that the restrictions set
forth therein shall be binding upon the Optionee notwithstanding the
Optionee's failure to execute a copy of the Shareholder Agreement.
     (2) This Option may not be exercised for a fraction of a Share.
     (3) In the event of the Optionee's death, disability or other termination
of employment, the exercisability of this Option is governed by Sections 6, 7
and 8 below.
   b. Method of Exercise.  This Option shall be exercisable by written notice
in the form attached hereto as Exhibit C, as amended from time to time.  Such
written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the President, Secretary or Chief Financial
Officer of the Company.  The written notice shall be accompanied by payment of
the exercise price.  The exercise price must be paid in cash or, with the
consent of the Board, by a promissory note or delivery of other Shares having
a fair market value on the date of surrender equal to the aggregate exercise
price.  The Optionee must also deliver a duly executed copy of the Shareholder
Agreement.  This Option shall be deemed to be exercised upon receipt by the
Company of such written notice accompanied by the exercise price and an
executed copy of the Shareholder Agreement.

No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.


4. The Optionee's Representations.  By receipt of this Option, by its
execution and by its exercise in whole or in part, the Optionee represents to
the Company that the Optionee understands that:4.	The Optionee's
Representations.  By receipt of this Option, by its execution and by its
exercise in whole or in part, the Optionee represents to the Company that the
Optionee understands that:
   a. both this Option and any Shares purchased upon its exercise are
securities, the issuance by the Company of which requires compliance with
federal and state securities laws;a.	both this Option and any Shares
purchased upon its exercise are securities, the issuance by the Company of
which requires compliance with federal and state securities laws;
   b. these securities are made available to the Optionee only on the
condition that the Optionee makes the representations contained in this
Section 4 to the Company;b.	these securities are made available to the
Optionee only on the condition that the Optionee makes the representations
contained in this Section 4 to the Company;
   c. the Optionee has made a reasonable investigation of the affairs of the
Company sufficient to be well informed as to the rights and the value of these
securities;
   d. the Optionee understands that the securities have not been registered
under the Securities Act of 1933 (the "Act") in reliance upon a specific
exemption contained in that Act which depends upon the Optionee's bona fide
investment intention in acquiring these securities; that the Optionee's
intention is to hold these securities for the Optionee's own benefit for an
indefinite period; that the Optionee has no present intention of selling or
transferring any part thereof (recognizing that the Option is not
transferable) and that there may be certain restrictions on transfer of the
Shares subject to the Option;
   e. the Optionee understands that the Shares subject to the Option, in
addition to other restrictions on transfer, must be held indefinitely unless
subsequently registered under the Act, or unless an exemption from
registration is available; that Rule 144, the usual exemption from
registration, is only available after the satisfaction of certain
conditions, including a required holding period; and that otherwise it will be
necessary that the Shares be sold pursuant to another exemption from
registration which may be difficult to satisfy; and
   f. the Optionee understands that the certificate representing the Shares
will bear a legend prohibiting their transfer in the absence of their
registration or the opinion of counsel acceptable to counsel for the Company
that registration is not required.

5. Restrictions on Exercise.  This Option may not be exercised if the issuance
of such Shares upon such exercise or the method of payment of consideration
for such Shares would constitute a violation of any applicable federal or
state securities or other law or regulation.  As a condition to the exercise
of this Option, the Company may require the Optionee to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.

6. Termination of Status as an Employee or Consultant.  If the Optionee is an
Employee and ceases to serve as an Employee or if the Optionee is a Consultant
and ceases to serve as a Consultant, then the Optionee may, but only within 3
months after the date he ceases to be an Employee or Consultant (as the case
may be), exercise this Option to the extent that he was entitled to exercise
it at the date of such termination pursuant to the Exercise Schedule.  To the
extent that he was not entitled to exercise this Option at the date of
termination, or if he does not exercise this Option within the time specified
herein, this Option shall terminate.

7. Disability of the Optionee.  Notwithstanding the provisions of Section 6
above, if the Optionee is unable to continue his employment or consulting
relationship with the Company as a result of his permanent and total
disability (as defined in Section 22(e)(3) of the Code), he may, but only
within twelve months from the date of termination of employment or consulting
relationship, exercise this Option to the extent he was entitled to exercise
it at the date of such termination pursuant to the Exercise Schedule.  To the
extent that he was not entitled to exercise this Option at the date of
termination, or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, this Option shall terminate.

8. Death of the Optionee.  In the event of the death of the Optionee during
the term of this Option and while an Employee or Consultant of the Company and
having been in continuous status as an Employee or Consultant since the date
of grant of this Option, this Option may be exercised, at any time within
twelve months following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent he was entitled to exercise it at the date of his death
pursuant to the Exercise Schedule.

9. Nontransferability of Option.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

10. Term of Option.  Notwithstanding Section 9, this Option may not be
exercised more than 10 years and 1 day from the date of grant of this Option
and may be exercised during such term only in accordance with the Plan and the
terms of this Option.

11. Taxation Upon Exercise of Option.  The Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an
amount equal to the excess of the then fair market value of the Shares over
the exercise price.  The Company will be required to withhold tax from the
Optionee's current compensation with respect to such income.  To the extent
that the Optionee's current compensation is insufficient to satisfy the
withholding tax liability, the Company may require the Optionee to make a cash
payment to cover such liability as a condition of exercise of this Option.
Upon a resale of such shares by the Optionee, any difference between the sale
price and the fair market value of the Shares on the date of exercise of the
Option will be treated as capital gain or loss.

12. Miscellaneous.  The Optionee acknowledges that the Company has no
additional obligation to issue or sell securities to the Optionee.

Willamette Valley Vineyards

By:_____________________________
Title:___________________________

Acknowledgment

The Optionee acknowledges receipt of a copy of the Plan and represents that
the Optionee is familiar with the terms and provisions thereof and hereby
accepts this Option, subject to all of the terms and provisions thereof.
The Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors of the Company upon
any questions arising under the Plan.


Dated:________________________




Optionee




Street Address
City  State  Zip



EXHIBIT A	Social Security Numbers





	Exercise Schedule for Option Holders of Willamette Valley Vineyards,
Inc. ("the Company")

Name of Optionee:

Number of Shares subject to the Nonqualified Stock Option Agreement
(i.e., the number of shares of common stock of the Company issuable upon
Optionee's exercise of Nonqualified Stock Option Agreement
Number 92N-      :   shares

The number of shares which may be purchased by Optionee under his or her
option, shall be determined in accordance with the following schedule:


Exercise Date		Vesting Percentage

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
