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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.

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