AG BAG INTERNATIONAL LTD
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>

                           CHANGE OF CONTROL AGREEMENT


         This Change of Control Agreement (this "Agreement"), dated April 11,
2000, is between AG-BAG INTERNATIONAL LIMITED, a Delaware corporation (the
"Company"), and _______________________ (the "Executive").

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its stockholders to ensure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined in
Appendix A to this Agreement, which is incorporated herein by this reference) of
the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive arising from the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage the
Executive's full attention and dedication to the Company currently and, in the
event of any threatened or pending Change of Control, to encourage the
Executive's willingness to serve a successor in an equivalent capacity, and to
provide the Executive with reasonable compensation and benefits arrangements in
the event that a Change of Control results in the Executive's loss of equivalent
employment.

         In order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

1.       EMPLOYMENT

         1.1        Certain Definitions

                  (a) "Effective Date" shall mean the first date during the
Change of Control Period (as defined in Section 1.1(b)) on which a Change of
Control occurs.

                  (b) "Change of Control Period" shall mean the period
commencing on the date of this Agreement and ending on the second anniversary of
such date; provided, however, that commencing on the date one year after the
date of this Agreement, and on each annual anniversary of such date (such date
and its successive annual anniversaries shall be referred to as the "Renewal
Date"), the Change of Control Period shall be automatically extended so as to
terminate two years from such Renewal Date unless the Company gives prior notice
to the Executive that the Renewal Date shall not occur and the Change of Control
Period shall not be extended.

         1.2        Employment Period

         The Company hereby agrees to continue the Executive in its employ or in
the employ of its affiliated companies, and the Executive hereby agrees to
remain in the


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employ of the Company or its affiliated companies, in accordance with the terms
of this Agreement, for a period commencing on the Effective Date and ending on
the second anniversary of such date (the "Employment Period").

         1.3        Position and Duties

         During the Employment Period, the Executive's position, authority,
duties and responsibilities shall be at least reasonably commensurate with the
most significant of those held, exercised and assigned at any time during the
90-day period immediately preceding the Effective Date.

         1.4        Location

         During the Employment Period, the Executive's services shall be
performed at the Company's headquarters on the Effective Date or any office
which is subsequently designated as the headquarters of the Company and 40 miles
or less from such location.

         1.5        Employment at Will

         The Executive and the Company acknowledge that, except as may otherwise
be expressly provided under any other written employment agreement between the
Executive and the Company, the employment of the Executive by the Company or its
affiliated companies is "at will" and may be terminated by either the Executive
or the Company or its affiliated companies at any time. Moreover, if prior to
the Effective Date the Executive's employment with the Company or its affiliated
companies terminates, then the Executive shall have no further rights under this
Agreement.

         1.6        Board of Directors

         The Executive is either currently or at some future time may become a
member of the Board. His continuation as such shall be subject to the will of
the Company's stockholders and the Board, as provided in the Company's by-laws
and certificate of incorporation. Removal of the Executive from, or nonelection
of the Executive to, the Board by the Company's stockholders or the Board, as
provided in the Company's by-laws and certificate of incorporation, shall in no
event be deemed a breach of this Agreement by the Company.

2.       ATTENTION AND EFFORT

         During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive will devote all of
his productive time, ability, attention and effort to the business and affairs
of the Company and the discharge of the responsibilities assigned to him
hereunder, and will use his best efforts to perform faithfully and efficiently
such responsibilities. It shall


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not be a violation of this Agreement for the Executive to (a) serve on
corporate, civic or charitable boards or committees, (b) deliver lectures,
fulfill speaking engagements or teach at educational institutions, and (c)
manage personal investments, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities in accordance
with this Agreement. To the extent any such activities have been conducted by
the Executive prior to the Employment Period, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
during the Employment Period shall not thereafter be deemed to interfere with
the performance of the Executive's responsibilities to the Company.

3.       COMPENSATION

         During the Employment Period, the Company agrees to pay or cause to be
paid to the Executive, and the Executive agrees to accept in exchange for the
services rendered hereunder by him, the following compensation:

         3.1        Salary

         The Executive shall receive an annual base salary (the "Annual Base
Salary"), at least equal to the annual salary established by the Board or the
Compensation Committee of the Board (the "Compensation Committee") for the
fiscal year in which the Effective Date occurs. The Annual Base Salary shall be
paid in substantially equal installments and at the same intervals as the
salaries of other officers of the Company are paid.

4.       BENEFITS

         4.1        Benefit Plans; Vacation

         During the Employment Period, the Executive shall be entitled to
participate, subject to and in accordance with applicable eligibility
requirements, in such fringe benefit programs as shall be provided to other
executives of the Company and its affiliated companies during the Employment
Period, including, without limitation: paid vacations; any incentive, savings
and retirement plan, practice, policy or program; and all welfare benefit plans,
practices, policies and programs (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs).

         4.2        Expenses

         During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable employment expenses incurred by
him in


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accordance with the policies, practices and procedures of the Company and its
affiliated companies then in effect.

5.       TERMINATION

         Employment of the Executive during the Employment Period may be
terminated as follows but, in any case, the nondisclosure and noncompetition
provisions set forth in Section 8 hereof shall survive the termination of this
Agreement and the termination of the Executive's employment with the Company:

         5.1        By the Company or the Executive

         Upon giving Notice of Termination (as defined below), the Company may
terminate the employment of the Executive with or without Cause (as defined
below), and the Executive may terminate his employment for Good Reason (as
defined below) or for any reason, at any time during the Employment Period.

         5.2        Automatic Termination

         This Agreement and the Executive's employment during the Employment
Period shall terminate automatically upon the death or Total Disability of the
Executive. The term "Total Disability" as used herein shall mean the Executive's
inability (with or without such accommodation as may be required by law and
which places no undue burden on the Company), as determined by a physician
selected by the Company and acceptable to the Executive, to perform the duties
set forth in Section 1.3 hereof for a period or periods aggregating 120 calendar
days in any 12-month period as a result of physical or mental illness, loss of
legal capacity or any other cause beyond the Executive's control, unless the
Executive is granted a leave of absence by the Board. The Executive and the
Company hereby acknowledge that the Executive's presence and ability to perform
the duties specified in Section 1.3 hereof is critical to this Agreement.

         5.3        Notice of Termination

         Any termination by the Company or by the Executive during the
Employment Period shall be communicated by Notice of Termination to the other
party given in accordance with Section 10 hereof. The term "Notice of
Termination" shall mean a written notice which (a) indicates the specific
termination provision in this Agreement relied upon and (b) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated. The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company hereunder or preclude the Executive or the Company from


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asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

         5.4        Date of Termination

         During the Employment Period, "Date of Termination" means (a) if the
Executive's employment is terminated by reason of death, at the end of the
calendar month in which the Executive's death occurs, (b) if the Executive's
employment is terminated by reason of Total Disability, immediately upon a
determination by the Company of the Executive's Total Disability, and (c) in all
other cases, five days after the date of mailing of the Notice of Termination.
The Executive's employment and performance of services will continue during such
five-day period; provided, however, that the Company may, upon notice to the
Executive and without reducing the Executive's compensation during such period,
excuse the Executive from any or all of his duties during such period.

6.       TERMINATION PAYMENTS

         In the event of termination of the Executive's employment during the
Employment Period, all compensation and benefits set forth in this Agreement
shall terminate except as specifically provided in this Section 6.

         6.1        Termination by the Company for Other Than
                    Cause or by the Executive for Good Reason

         If the Company terminates the Executive's employment other than for
Cause or the Executive terminates his employment for Good Reason prior to the
end of the Employment Period, the Executive shall be entitled to:

                  (a)      receive payment of the following accrued
obligations (the "Accrued Obligations"):

                           (i)      the Executive's Annual Base Salary
         through the Date of Termination to the extent not theretofore
         paid;

                  (b) for 12 months after the Date of Termination, the Company
shall continue its group health insurance benefits and other group insurance
programs (such as life, disability, etc.) to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with the Company plans that would have been available to
Executive if the Executive's employment had not been terminated; provided,
however, that if the Executive becomes reemployed with another employer and is
eligible to receive health or other group insurance benefits under another
employer-provided plan, the health and other group insurance benefits described
herein shall be secondary to those provided under such other plan


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during such applicable period of eligibility (such continuation of benefits
shall be referred to as the "Welfare Benefit Continuation");

                  (c) as severance pay and in lieu of any other compensation for
periods subsequent to the date of termination, the Company shall pay Executive,
in a regular monthly payment (as normal payroll is processed) after employment
has ceased and eight days have passed following execution of the Release of
Claims in the form attached as Exhibit A without revocation, an amount in cash
equal to one year of Executive's annual base pay at the rate in effect
immediately prior to the Date of Termination, plus a bonus payment of $5,000 per
year for each year of Company service exceeding five years which amounts shall
not be prorated for a partial year; and

                  (d) reasonable, pre-approved Company-paid outplacement
assistance, including job counseling and referral services, for a period of
twelve (12) months following the date of termination of employment at an
aggregate cost of not more than $5,000.

         For the purpose of the continuation health coverage required under
Section 4980B of the Internal Revenue Code ("COBRA"), the date of the
"qualifying event" giving rise to Executive's COBRA election period (and that of
his "qualifying beneficiaries") shall be the last date on which the Executive
receives Welfare Benefit Continuation.

         6.2        Termination for Cause or Other Than for Good
                    Reason

         If the Executive's employment is terminated by the Company for Cause or
by the Executive for other than Good Reason during the Employment Period, this
Agreement shall terminate without further obligation to the Executive other than
the obligation to pay to the Executive his Annual Base Salary through the Date
of Termination.

         6.3        Termination Because of Death or Total
                    Disability

         If the Executive's employment is terminated by reason of the
Executive's death or Total Disability during the Employment Period, this
Agreement shall terminate automatically without further obligation to the
Executive or his legal representatives under this Agreement, other than for
payment of Accrued Obligations (which shall be paid to the Executive's estate or
beneficiary, as applicable in the case of the Executive's death), and the timely
payment or provision of the Welfare Benefit Continuation.





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<PAGE>
         6.4        Payment Schedule and Limitation

         All payments under this Section 6 shall be made to the Executive at the
same intervals as such payments were made to him immediately prior to
termination.

         If either the Company or the Executive receives confirmation from the
Company's certified public accounting firm that any payment by the Company under
this Section 6 would be considered to be an "excess parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or
any successor statute then in effect, then the aggregate payments by the Company
pursuant to this Section 6 shall be reduced to an amount which is $1.00 less
than the smallest sum which would be deemed to be such an "excess parachute
payment" and, if permitted by applicable law, such reduction shall be made to
the last payment due hereunder; provided, further, that, if permitted by
applicable law, no such adjustment shall be made in any year in which the
Executive authorizes a reduction in the payment otherwise due the Executive
hereunder by an amount equal to any loss to be incurred by the Company because
such payments would not be deductible by the Company as a business expense for
income tax purposes for the reason that such payments constitute an "excess
parachute payment" in that year.

         6.5        Cause

         "Cause" means the occurrence of one or more of the following events:

                  (a)      Any act of dishonesty by Executive intended to
result in substantial gain or personal enrichment of the Executive;

                  (b)      Executive personally engaging in knowing and
intentional illegal conduct which is injurious to the reputation of the
Company or its affiliates;

                  (c) Executive's continued failure to substantially perform the
duties and obligations of his employment which are not remedied within thirty
(30) days after notice thereof from the Company;

                  (d)      Executive's conviction of a felony, or
commission of an act of dishonesty or fraud against, or the
misappropriation of property belonging to, the Company or its affiliates;

                  (e)      Executive engaging in repeated substance abuse
which impairs his ability to perform the duties and obligations of
Executive's employment or impairs the reputation of the Company;

                  (f)      Executive engaging in any act of moral turpitude
that impairs the reputation of the Company;



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                  (g) Executive knowingly and intentionally breaching in any
material respect the terms of this Agreement (or any confidentiality agreement
or invention or proprietary information agreement with the Company);

                  (h)      Executive's commencement of employment with
another employer while he is an employee of the Company; or

                  (i) Any material breach by Executive of any material provision
of this Agreement which continues uncured for thirty (30) days following notice
thereof.

         6.6        Good Reason

         "Good Reason" means the occurrence of any of the following events or
conditions and the failure of the Company to cure such event or condition within
30 days after receipt of written notice by the Executive:

                  (a) a change in the Executive's status, title, position or
responsibilities that, in the Executive's reasonable judgment, represents a
substantial reduction in his status, title, position or responsibilities; the
assignment to the Executive of any duties or responsibilities that, in the
Executive's reasonable judgment, are materially inconsistent with his status,
title, position or responsibilities; or any removal of the Executive from or
failure to reappoint or reelect the Executive to any position (other than as a
member of the board of directors), except in connection with the termination of
the Executive's employment for Cause, for Disability or as a result of his or
her death, or by the Executive other than for Good Reason;

                  (b)      a reduction in the Executive's annual base
salary;

                  (c) the Company's requiring the Executive (without the
Executive's consent) to be based at any place outside a 40-mile radius of his or
her place of employment prior to a Change of Control, except for reasonably
required travel on the Company's business that is not materially greater than
such travel requirements prior to the Change of Control;

                  (d) the Company's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof) in
which the Executive was participating at the time of a Change of Control, or
(ii) provide the Executive with compensation and benefits substantially
equivalent (in terms of benefit levels and/or reward opportunities) to those
provided for under each material employee benefit plan, program and practice as
in effect immediately prior to the Change of Control;





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<PAGE>
                  (e)      any material breach by the Company of its
obligations to the Executive under this Agreement; or

                  (f) any termination of the Executive's employment or services
for Cause by the Company that does not comply with the terms of this Agreement.

         6.7        No Duty to Mitigate

         The Executive shall not be required to mitigate the amount of any
payment contemplated by this Agreement, nor shall any such payment be reduced by
any earnings that the Executive may receive from any other source.

7.       REPRESENTATIONS, WARRANTIES AND OTHER CONDITIONS

         In order to induce the Company to enter into this Agreement, the
Executive represents and warrants to the Company as follows:

         7.1        Health

         The Executive is in good health and knows of no physical or mental
disability which, with or without any accommodation which may be required by law
and which places no undue burden on the Company, would prevent him from
fulfilling his obligations hereunder. The Executive agrees, if the Company
requests, to submit to periodic medical examinations by a physician or
physicians designated by, paid for and arranged by the Company. The Executive
agrees that the examination's medical report shall be provided to the Company.

         7.2        No Violation of Other Agreements

         The Executive represents that neither the execution nor the performance
of this Agreement by the Executive will violate or conflict in any way with any
other agreement by which the Executive may be bound.

8.       NONDISCLOSURE; NONCOMPETITION; RETURN OF MATERIALS

         Executive agrees that at no time during the Employment Period or within
one year thereafter will Executive become involved in any activity or with any
business entity anywhere which directly or indirectly competes with any product
or service of the Company or its affiliates. Violation of this Section 8 shall
constitute a material breach of this Agreement.

         All documents, records, notebooks, notes, memoranda, drawings or other
documents relating the Company and/or its business made or compiled by the



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Executive at any time, or in his possession, including any and all copies
thereof, shall be the property of the Company and shall be held by the Executive
in trust and solely for the benefit of the Company, and shall be delivered to
the Company by the Executive upon termination of employment or at any other time
upon request by the Company.

         The Executive understands that the Company will rely on this Agreement
in continuing the Executive's employment, paying him compensation, granting him
any promotions or raises, or entrusting him with any information which helps the
Company compete with others.

9.       NOTICE AND CURE OF BREACH

         Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than a breach of clauses (b), (c) or (d) of Section 6.6
hereof, before such action is taken, the party asserting the breach of this
Agreement shall give the other party at least ten days' prior written notice of
the existence and the nature of such breach before taking further action
hereunder and shall give the party purportedly in breach of this Agreement the
opportunity to correct such breach during the ten-day period.

10.      FORM OF NOTICE

         Every notice required by the terms of this Agreement shall be given in
writing by serving the same upon the party to whom it was addressed personally
or by registered or certified mail, return receipt requested, at the address set
forth below or at such other address as may hereafter be designated by notice
given in compliance with the terms hereof:

         If to the Executive:
                                                 ---------------------------
                                                 ---------------------------
                                                 ---------------------------


         If to the Company:                      Ag-Bag International Limited
                                                 2320 S.E. Ag-Bag Lane
                                                 Warrenton, Oregon 97146

or such other address as shall be provided in accordance with the terms hereof.
Except as set forth in Section 5.4 hereof, if notice is mailed, such notice
shall be effective upon mailing.





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11.      ASSIGNMENT

         This Agreement is personal to the Executive and may not be assigned by
the Executive. The Company may assign its rights hereunder to (a) any
corporation resulting from any merger, consolidation or other reorganization to
which the Company is a party or (b) any corporation, partnership, association or
other person to which the Company may transfer all or substantially all of the
assets and business of the Company existing at such time. All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns.

         The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean Ag-Bag International Limited and any successor
to its business and/or assets.

12.      WAIVERS

         No delay or failure by any party to exercise, protect or enforce any of
its rights, titles, interests or remedies hereunder, and no course of dealing or
performance, shall constitute a waiver thereof. The express waiver by a party of
any right, title, interest or remedy in a particular instance or circumstance
shall not constitute a waiver in any other instance or circumstance. All rights
and remedies shall be cumulative and not exclusive.

13.      AMENDMENTS IN WRITING

         No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, nor consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged, and signed by the
Company and the Executive, and each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which given. No provision of this Agreement shall
be varied, contradicted or explained by any oral agreement, course of dealing or
performance, or any other matter not set forth in an agreement in writing and
signed by the Company and the Executive.





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<PAGE>

14.      APPLICABLE LAW

         This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the State of Oregon, without regard to
any rules governing conflicts of laws.

15.      SEVERABILITY

         If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent
permitted by law, (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.

16.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Company and
the Executive with respect to the subject matter hereof, and all prior or
contemporaneous oral or written communications, understandings or agreements
between the Company and the Executive with respect to such subject matter are
hereby superseded and nullified in their entirety.

17.      WITHHOLDING

         The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

18.      COUNTERPARTS

         This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





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<PAGE>

         IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement on the date set forth above.


                                               EXECUTIVE


                                               ---------------------------
                                               [Executive]



                                               AG-BAG INTERNATIONAL LIMITED


                                               By
                                                 -------------------------------
                                                 Its
                                                    ----------------------------


































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                                  APPENDIX A TO

                       CHANGE OF CONTROL AGREEMENT BETWEEN

                AG-BAG INTERNATIONAL LIMITED AND [EXECUTIVE]



         "Change of Control" shall mean:

         (a) A "Board Change" which shall have occurred if a majority (excluding
vacant seats) of the seats on the Company's Board are occupied by individuals
who were neither (i) nominated by a majority of the Incumbent Directors nor (ii)
appointed by directors so nominated. An "Incumbent Director" is a member of the
Board who has been either (i) nominated by a majority of the directors of the
Company then in office or (ii) appointed by directors so nominated, but
excluding, for this purpose, any individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person (as
hereinafter defined) other than the Board; or

         (b) The acquisition by any Person (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 20% or more of
either (A) the then outstanding shares of Common Stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"), in the case
of either (A) or (B) of this clause (i), which acquisition is not approved in
advance by a majority of the Incumbent Directors, or (ii) 33% or more of either
(A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting
Securities, in the case of either (A) or (B) of this clause (ii), which
acquisition is approved in advance by a majority of the Incumbent Directors;
provided, however, that the following acquisitions shall not constitute a Change
of Control: (x) any acquisition by the Company, (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied;
or


<PAGE>
         (c) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, unless, immediately following such
reorganization, merger or consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportion as
their ownership immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding the
Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger or consolidation and any
Person beneficially owning, immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 33% or more of the Outstanding Company
Common Stock or the Outstanding Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 33% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors, and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization, merger
or consolidation were the Incumbent Directors at the time of the execution of
the initial agreement providing for such reorganization, merger or
consolidation; or

         (d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other disposition
of all or substantially all the assets of the Company, other than to a
corporation with respect to which immediately following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 33% or more of
the Outstanding


                                      -2-
<PAGE>
Company Common Stock or the Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 33% or more of, respectively,
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (C) at least a
majority of the members of the board of directors of such corporation were
approved by a majority of the Incumbent Directors at the time of the execution
of the initial agreement or action of the Board providing for such sale or other
disposition of assets of the Company.
























                                      -3-
<PAGE>
                                    EXHIBIT A

                                RELEASE OF CLAIMS


1.       PARTIES

         The parties to Release of Claims (hereinafter "Release") are __________
____________________ and the Company, as hereinafter defined.

         1.1        Executive

         For the purposes of this Release, "Executive" means ________________
____________________, and his or her attorneys, heirs, executors,
administrators, assigns, and spouse.

         1.2        The Company

         For purposes of this Release, the "Company" means Ag-Bag International
Limited, a Delaware corporation, its predecessors and successors, corporate
affiliates, and all of each corporation's officers, directors, employees,
insurers, agents, or assigns, in their individual and representative capacities.

2.       BACKGROUND AND PURPOSE

         Executive was employed by Company. Executive's employment is ending
effective __________ following a Change in Control as defined in the Change of
Control Agreement between the Company and Executive dated April 11, 2000
("Agreement"). Executive has elected pursuant to the terms of the Agreement to
receive payments under Section 6.1 of the Agreement.

         The purpose of this Release is to settle, and the parties hereby
settle, fully and finally, any and all claims Executive may have against
Company, whether asserted or not, known or unknown, including, but not limited
to, claims arising out of or related to Executive's employment, any claim for
reemployment, or any other claims whether asserted or not, known or unknown,
past or future, that relate to Executive's employment, reemployment, or
application for reemployment.

3.       RELEASE

         Except as reserved in paragraphs 3 or 3.1, Executive waives, acquits
and forever discharges Company from any obligations Company has and all claims
Executive may have including but not limited to obligations and/or claims
arising from the Agreement or any other document or oral agreement relating to
employment

<PAGE>
compensation, benefits severance or post-employment issues. Except as reserved
in Paragraph 3.1, Executive hereby releases Company from any and all claims,
demands, actions, or causes of action, whether known or unknown, arising from or
related in any way to any employment of or past or future failure or refusal to
employ Executive by Company, or any other past or future claim (except as
reserved by this Release or where expressly prohibited by law) that relates in
any way to Executive's employment, compensation, benefits, reemployment, or
application for employment, with the exception of any claim Executive may have
against Company for enforcement of this Release. This release includes any and
all claims, direct or indirect, which might otherwise be made under any
applicable local, state or federal authority, including but not limited to any
claim arising under the Oregon statutes dealing with employment, discrimination
in employment, Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1991, the Americans With Disabilities Act, the Family and Medical Leave Act
of 1993, the Equal Pay Act of 1963, Executive Order 11246, the Rehabilitation
Act of 1973, the Uniformed Services Employment and Reemployment Rights Act of
1994, the Age Discrimination in Employment Act, the Fair Labor Standards Act,
Oregon wage and hour statutes, all as amended, any regulations under such
authorities, and any applicable contract, tort, or common law theories.

         3.1        Reservations of Rights

         This Release shall not affect any rights which Executive may have under
any medical insurance, disability plan, workers' compensation, unemployment
compensation, applicable company stock incentive plan(s) or indemnifications.

         3.2        No Admission of Liability

         It is understood and agreed that the acts done and evidenced hereby and
the release granted hereunder is not an admission of liability on the part of
Executive or Company, by whom liability has been and is expressly denied.

4.       CONSIDERATION TO EXECUTIVE

         After receipt of this Release fully endorsed by Executive, and the
expiration of the seven- (7) day revocation period provided by the Older Workers
Benefit Protection Act without Executive's revocation, Company shall pay:

         a) monthly, with the Company's normal payroll processing, (and
continuing until expiration as defined in this agreement) the sum of
________________ DOLLARS ($__________) to Executive (less proper withholding)
for severance; and



                                      -2-
<PAGE>
         b) Company will pay up to $5,000 directly to the third party
outplacement firm selected by Executive for up to one year's outplacement
services as needed.

5.       NO DISPARAGEMENT

         Executive agrees that henceforth Executive will not disparage or make
false or adverse statements about Company. The Company should report to
Executive any actions or statements that are attributed to Executive that the
Company believes are disparaging. The Company may take actions consistent with
breach of this Release should it determine that Executive has disparaged or made
false or adverse statements about Company. The Company agrees to follow the
applicable policy(ies) regarding release of employment reference information.

6.       CONFIDENTIALITY, PROPRIETARY, TRADE SECRET AND
         RELATED INFORMATION

         Executive acknowledges the duty and agrees not to make unauthorized use
or disclosure of any confidential, proprietary or trade secret information
learned as an employee about Company, its products, customers and suppliers, and
covenants not to breach that duty. Moreover, Executive acknowledges that,
subject to the enforcement limitations of applicable law, the Company reserves
the right to enforce the terms of Executive's Employment Agreement with Company
and any paragraph(s) therein. Should Executive, Executive's attorney or agents
be requested in any judicial, administrative, or other proceeding to disclose
confidential, proprietary or trade secret information Executive learned as an
employee of Company, Executive shall promptly notify the Company of such request
by the most expeditious means in order to enable the Company to take any
reasonable and appropriate action to limit such disclosure.

7.       SCOPE OF RELEASE

         The provisions of this Release shall be deemed to obligate, extend to,
and inure to the benefit of the parties; Company's parents, subsidiaries,
affiliates, successors, predecessors, assigns, directors, officers, and
employees; and each parties insurers, transferees, grantees, legatees, agents
and heirs, including those who may assume any and all of the above-described
capacities subsequent to the execution and effective date of this Release.

8.       OPPORTUNITY FOR ADVICE OF COUNSEL

         Executive acknowledges that Executive has been encouraged to seek
advice of counsel with respect to this Release and has had the opportunity to do
so.



                                      -3-
<PAGE>
9.       ENTIRE RELEASE

         This Release contains the entire agreement and understanding between
the parties and, except as reserved in paragraph 3 and 3.1, supersede and
replace all prior agreements written or oral, prior negotiations and proposed
agreements, written or oral. Executive and Company acknowledge that no other
party, nor agent nor attorney of any other party, has made any promise,
representation, or warranty, express or implied, not contained in this Release
concerning the subject matter of this Release to induce this Release, and
Executive and Company acknowledge that they have not executed this Release in
reliance upon any such promise, representation, or warranty not contained in
this Release.

10.      SEVERABILITY

         Every provision of this Release is intended to be severable. In the
event any term or provision of this Release is declared to be illegal or invalid
for any reason whatsoever by a court of competent jurisdiction or by final and
unappealed order of an administrative agency of competent jurisdiction, such
illegality or invalidity should not affect the balance of the terms and
provisions of this Release, which terms and provisions shall remain binding and
enforceable.

11.      PARTIES MAY ENFORCE RELEASE

         Nothing in this Release shall operate to release or discharge any
parties to this Release or their successors, assigns, legatees, heirs, or
personal representatives from any rights, claims, or causes of action arising
out of, relating to, or connected with a breach of any obligation of any party
contained in this Release.

12.      COSTS AND ATTORNEY'S FEES

         The parties each agree to bear their own costs and attorneys' fees
which have been or may be incurred in connection with any matters released
herein or in connection with the negotiation and consummation of this Release.
In the event of any administrative or civil action to enforce the provisions of
this Release, the prevailing party shall be entitled to attorney fees and costs
through trial and/or on appeal. Because this Release follows a Change of
Control, reasonable attorneys' fees which have been or may be incurred in
connection with any matters released herein or in connection with the
negotiation and consummation of this Release shall be paid by Company. In the
event of any administrative or civil action to enforce the provisions of this
Release, the Company shall pay Executive's reasonable attorneys' fees through
trial and/or on appeal.



                                      -4-
<PAGE>
13.      ACKNOWLEDGMENTS

         Executive acknowledges that the Release provides severance pay and
benefits which the Company would otherwise have no obligation to provide.

         Executive acknowledges that Company has provided the following
information: (a) the class or group of employees offered the opportunity to
obtain severance benefits similar to those in the Release, (b) the eligibility
factors required to obtain severance benefits similar to those in the Release,
(c) the time limits required to obtain severance benefits similar to those in
the Release, (d) the job titles and ages of employees eligible or selected for
severance benefits similar to those in the Release, and (e) the ages of
employees in the same classification either not eligible or not selected.

14.      REVOCATION

         As provided by the Older Workers Benefit Protection Act, Executive is
entitled to have forty-five (45) days to consider this Release. For a period of
seven (7) days from execution of this Release, Executive may revoke this
Release. Upon receipt of Executive's signed Release and the end of the
revocation period, payment by Company as described in paragraph 4 above will be
forwarded by mail in a timely manner as provided herein.

                                                 Dated:  __________ __, 20__

[Executive]

STATE OF OREGON                     )
                                    ) ss.
County of ____________              )

         Personally appeared the above named ___________________________ and
acknowledged the foregoing instrument to be his or her voluntary act and deed.

                                   Before me:


                                               ---------------------------------
                                               Notary Public for My commission
                                               expires:
                                               ----------------



Ag-Bag International Limited

                                      -5-
<PAGE>

By:
   -------------------------------------
Its:                                           Dated:
    ------------------------------------             ---------------------------
On Behalf of the "Company"








































                                      -6-
</TEXT>
</DOCUMENT>
