Certain Factors to Consider in Connection
                         with Forward-Looking Statements

                                  December 1998


From time to time,  Agritope,  Inc.  ("Agritope" or the "Company"),  through its
management,  may make  forward-looking  public  statements  with  respect to the
Company  regarding,  among other things,  expected  future revenues or earnings,
projections,    plans,    future    performance,    product    development   and
commercialization,   and  other  estimates  relating  to  the  Company's  future
operations.  Forward-looking  statements  may be included in reports filed under
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), in press
releases or in oral statements made with the approval of an authorized executive
officer of Agritope.  The words or phrases  "will likely  result," "are expected
to," "intends," "is anticipated," "estimates," "projects" or similar expressions
are  intended to  identify  "forward-looking  statements"  within the meaning of
Section 21E of the Exchange Act and Section 27A of the  Securities  Act of 1933,
as amended, as enacted by the Private Securities Litigation Reform Act of 1995.

Forward-looking  statements are subject to a number of risks and  uncertainties.
The  Company  cautions  you not to place undue  reliance on its  forward-looking
statements,  which speak only as of the date on which they are made.  Agritope's
actual results may differ materially from those described in the forward-looking
statements as a result of various  factors,  including  those listed below.  The
Company does not intend to update its forward-looking statements.

Pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995,  Agritope hereby files the following  cautionary  statements
identifying  certain  factors  that  could  cause its  actual  results to differ
materially from those described in its forward-looking statements.

LIMITED INDEPENDENT OPERATING HISTORY; HISTORY OF LOSSES;  UNCERTAINTY OF FUTURE
PROFITABILITY.  From 1987 to December  1997,  the  Company  operated as a wholly
owned  subsidiary  of  Epitope,  Inc.  ("Epitope").  In December  1997,  Epitope
distributed  all of the  outstanding  capital  stock of the  Company  to Epitope
shareholders as a dividend (the "Spin Off"). Accordingly, Agritope has a limited
operating   history  as  an  independent   company.   Agritope  has  experienced
significant  operating losses since its incorporation  (and since the Spin Off).
As of  September  30,  1998,  it had an  accumulated  deficit of $46.4  million.
Agritope may continue to experience significant operating losses as it continues
its research and development  programs.  Agritope's ability to increase revenues
and achieve profitability and positive cash flows from operations will depend in
part on successful  completion of the development and  commercialization  of its
genetically  engineered  products.  Agritope  has not,  at this  time,  achieved
commercialization  of any of its  products  other  than  grapevines  sold by its
majority  owned  subsidiary,  Vinifera,  Inc.  There  can be no  assurance  that
Agritope's  development  efforts will result in commercially  viable genetically
engineered  products,  that Agritope's  products will obtain required regulatory
clearances  or approvals or that any such  products  will achieve a  significant
level of market acceptance. As a result, there can be no assurance that Agritope
will ever achieve profitability.

FUTURE CAPITAL NEEDS;  UNCERTAINTY OF ADDITIONAL  FUNDING.  The Company believes
that its funds on hand will be sufficient to finance its operations for its 1999
fiscal  year.  However,  because  the  Company's  belief is based on a number of
factors,  many of which are beyond its  control,  it cannot be certain  that its
belief will prove accurate. The actual future liquidity and capital requirements
of Agritope will depend on numerous factors, including: the costs and success of
its development  efforts; the costs and timing of its establishment of sales and
marketing activities;  the success of its current strategic collaborations;  its
success  in  securing  additional  strategic  partners;  the extent to which its
existing and new products gain market  acceptance;  competing  technological and
market  developments;  its product sales and  royalties;  the costs  involved in
preparing,  filing,  prosecuting,  maintaining,  enforcing and defending  patent
claims and other  intellectual  property  rights;  and the availability of third
party funding for its research projects.  In any event,  Agritope may seek or be
required  to raise  substantial  additional  funds  through  public  or  private
financings,  collaborative relationships or other arrangements.  There can be no
assurance that financing will be available to the Company on satisfactory terms,
if at all.  Any  additional  equity  financing  may be  dilutive  to  Agritope's
stockholders, and debt financing, if available, may involve significant interest
expense and restrictive covenants. In addition,  subsequent changes in ownership
due to future equity sales could adversely affect Agritope's  ability to utilize
existing net operating losses. Collaborative arrangements, if necessary to raise
additional funds, may require that Agritope  relinquish its rights to certain of
its technologies,  products or marketing territories. The failure of Agritope to
raise  any  required  capital  likely  would  cause it to scale  back,  delay or
eliminate  certain of its  programs  and have a material  adverse  effect on its
business, financial condition and results of operations.

<PAGE>

COMPETITION AND TECHNOLOGICAL CHANGE. The plant biotechnology industry is highly
competitive.  Competitors  include  independent  companies  that  specialize  in
biotechnology;   chemical,   pharmaceutical   and  food   companies   that  have
biotechnology  laboratories;  universities;  and  public  and  private  research
organizations.  Agritope believes that many companies,  including companies with
significantly greater financial resources such as Monsanto Company, DNAP Holding
and Zeneca Plant  Sciences,  are engaged in the  development  of  mechanisms  to
control  the  ripening  and   senescence  of  fruit  and   vegetable   products.
Technological   advances  by  others  could  render  Agritope's   products  less
competitive. The Company believes that, despite barriers to new competitors such
as its interest in various  patents and  substantial  research  and  development
lead-time,   competition   will  intensify,   particularly   from   agricultural
biotechnology  firms  and  major  agrochemical,  seed  and food  companies  with
biotechnology laboratories. There can be no assurance that such competition will
not have an adverse  effect on  Agritope's  business,  financial  condition  and
results of operations.

GOVERNMENT  REGULATION.  Regulation  by U.S.  federal,  state  and  local and by
foreign  governments will be a significant  factor in the future  production and
marketing of Agritope's genetically engineered fruit and vegetable products. The
extent of regulation depends on the intended uses of the products,  how they are
derived, and how applicable statutes and regulations are interpreted to apply to
new genetic technologies and the products thereof.

The U.S.  federal  government  has  implemented  a  coordinated  policy  for the
regulation  of  biotechnology  research and  products.  The U.S.  Department  of
Agriculture  ("USDA")  has  primary  federal  authority  for the  regulation  of
specific research,  product  development and commercial  applications of certain
genetically  engineered  plants  and  plant  products.  The U.S  Food  and  Drug
Administration  ("FDA") has principal  jurisdiction over plant products that are
used for human or animal food. The U.S. Environmental  Protection Agency ("EPA")
has  jurisdiction  over the field testing and  commercial  application of plants
genetically  engineered to contain pesticides.  Other U.S. federal agencies have
jurisdiction over certain other classes of products or laboratory research.

The USDA regulates the growing and transportation of most genetically engineered
plants and plant  products.  In May 1992,  the FDA announced its policy on foods
developed  through  genetic  engineering  (the  "FDA  Policy").  The FDA  Policy
provides  that  the FDA  will  apply  the  same  regulatory  standards  to foods
developed  through  genetic  engineering as applied to foods  developed  through
traditional  plant breeding.  Under the FDA Policy,  the FDA will not ordinarily
require   premarket   review  of  genetically   engineered  plant  varieties  of
traditional  foods  unless  their   characteristics   raise  significant  safety
questions,  such as elevated levels of toxicants or the presence of allergens or
food additives.

Currently,  the FDA Policy does not require that genetically engineered products
be labeled as such,  provided  that such  products are as safe and have the same
nutritional characteristics as conventionally developed products. However, there
can be no  assurance  that the FDA will not  reconsider  its  position,  or that
local, state or foreign authorities will not enact labeling requirements, any of
which could have a material  adverse effect on the marketing of products derived
using the tools and techniques of genetic engineering.

The FDA is considering  modifying its policy on foods developed  through genetic
engineering to include a Premarket  Notification ("PMN") procedure.  This policy
modification could require a company that develops genetically  engineered foods
to inform the FDA that its safety  evaluation of an engineered  food is complete
and that the company intends to commercialize the product.  The objective of the
PMN is to make the FDA and the public  aware of all new  genetically  engineered
food products entering the market.  Agritope  believes that a PMN procedure,  if
enacted,  should not delay its plans to commercialize its genetically engineered
fruit and vegetable products.

Agritope's complete range of agribusiness and plant biotechnology activities are
subject  to  general  FDA  food  regulations  and  are,  or may be,  subject  to
regulation under various other U.S. laws and regulations. These include, but are
not limited to, the  Occupational  Safety and Health Act,  the Toxic  Substances
Control Act, the National  Environmental  Policy Act, other U.S.  federal water,
air and environmental quality statues and import/export control legislation.  At
the present time, most states  generally defer to federal agencies (USDA or EPA)
for the approval of genetically  engineered plant field trials,  although states
are  provided a review  period  prior to the  issuance of a federal  field trial
permit.  Failure to comply with applicable regulatory  requirements could result
in enforcement action,  including  withdrawal of marketing approval,  seizure or
recall of products, injunction or criminal prosecution.

International  regulatory  policies for genetically  engineered plants and plant
products are not complete.  Consequently,  it is possible that additional  data,
labeling or other  requirements  will be required in  countries  where  Agritope
intends  to grow  and/or  commercialize  its  genetically  engineered  products.
Foreign regulatory  authorities could require Agritope to conduct further safety
assessments  and  potentially  delay its  product  development  programs  or the
commercialization of any resulting products.

<PAGE>

No assurance  can be given that  Agritope can obtain in a timely  manner,  if at
all, any required regulatory approvals,  exemptions, permits or other clearances
either for its research or commercial activities.

DEPENDENCE ON STRATEGIC PARTNERS.  Agritope relies on its strategic partners for
access to proprietary  plant varieties.  In addition,  Agritope does not have or
plan to have  the  capability  to grow  and  distribute  genetically  engineered
products  in  commercial  quantities.  Agritope  expects  some  or  all  of  the
development,  manufacturing  and  marketing  of  certain of its  products  to be
performed  or paid  for by  other  parties,  primarily  agricultural  companies,
through   license   agreements,    joint   ventures   or   other   arrangements.
Commercialization   of  Agritope's  products  will  require  the  assistance  of
Agritope's  current  strategic  partners  and may require  that  Agritope  enter
additional strategic  partnerships with businesses  experienced in the breeding,
developing,  producing,  marketing and  distributing of  agricultural  products.
Agritope's  future  revenues  will  be  dependent  on the  success  of  products
developed  pursuant  to  such  collaborative  relationships.  There  can  be  no
assurance  that  Agritope  will  be  able  to  establish   additional  strategic
relationships  or maintain  its current  strategic  relationships,  or that such
relationships  will be on terms  sufficiently  favorable  to permit  Agritope to
operate profitably. Furthermore, conflicts may arise between the Company and its
partners or among these third  parties that could  discourage  them from working
cooperatively with the Company.  Agritope's commercial success will be dependent
in part upon the performance of its strategic partners.

UNCERTAINTIES  RELATING TO PATENTS AND  PROPRIETARY  INFORMATION.  Agritope  has
obtained certain patents,  has license rights under other patents, and has filed
a number of patent applications. Agritope anticipates filing patent applications
for protection of its future products and technology.  There can be no assurance
that Agritope will obtain any patent for which it applies, that existing patents
to which Agritope has rights will not be  challenged,  or that the issuance of a
patent  will give  Agritope  any  material  advantage  over its  competitors  in
connection  with  any of  its  products.  Competitors  may be  able  to  produce
products,  which compete with a patented Agritope product without  infringing on
Agritope's patent rights.  The issuance of a patent to Agritope or to a licensor
is not conclusive as to validity or the  enforceable  scope of the claims of the
patent.  The  validity  and  enforceability  of a patent  can be  challenged  by
litigation  after its issuance and, if the outcome of the  litigation is adverse
to the owner of the patent, the owner's rights could be diminished or withdrawn.

The patent laws of other  countries  may differ from those of the U.S. as to the
patentability  of Agritope's  products and  processes.  Moreover,  the degree of
protection afforded by foreign patents may be different from that of U.S.
patents.

The  technologies  used by Agritope  may  infringe  the  patents or  proprietary
technology of others. The cost of enforcing Agritope's patent rights in lawsuits
that it may bring against infringers or of defending itself against infringement
charges by other patent holders may be high and could  interfere with Agritope's
operations.

Trade secrets and confidential  know-how are important to Agritope's  scientific
and  commercial  success.  Although  Agritope  seeks to protect its  proprietary
information  through  confidentiality  agreements  and  appropriate  contractual
provisions, there can be no assurance that others will not develop independently
the same or  similar  information  or  otherwise  gain  access to the  Company's
proprietary information.

DEPENDENCE ON KEY PERSONNEL. Agritope depends to a large extent on the abilities
and continued  participation of its principal  executive officers and scientific
personnel.  The loss of key personnel  could have a material  adverse  effect on
Agritope's  business and results of operations.  Competition  for management and
scientific  staff  in  the  agricultural  biotechnology  field  is  intense.  No
assurance  can be given that  Agritope  will be able to  continue to attract and
retain personnel with sufficient experience and expertise to satisfy its needs.

UNCERTAINTY OF PRODUCT DEVELOPMENT.  Agritope's  genetically engineered products
are at various stages of development.  There are difficult scientific objectives
to be achieved in certain product development  programs before the technological
or commercial  feasibility  of the products can be  demonstrated.  Even the more
advanced programs could encounter  technological problems that may significantly
delay or prevent product  development or product  introduction.  There can be no
assurance that any of Agritope's  products under development,  if and when fully
developed and tested, will perform in accordance with its expectations,  that it
will obtain  necessary  regulatory  approvals in a timely manner,  if at all, or
that its products can be successfully and profitably  produced,  distributed and
sold.

NEED FOR PUBLIC ACCEPTANCE OF GENETICALLY  ENGINEERED  PRODUCTS.  The commercial
success of  Agritope's  genetically  engineered  products will depend in part on
public  acceptance of the cultivation and consumption of genetically  engineered
plants and plant  products.  Public  attitudes  may be influenced by claims that
genetically  engineered  plant  products  are unsafe for  consumption  or pose a
danger to the environment. There can be no assurance that Agritope's genetically
engineered products will gain public acceptance.

<PAGE>

VOLATILITY  OF SHARE PRICE.  The market price of the  Company's  Common Stock is
volatile.  Announcements regarding technical innovations, the development of new
products, the status of corporate collaborations and supply arrangements, public
concern  as  to  the  safety  or  other  implications  of  products,  regulatory
approvals,  patent or proprietary rights or other developments by the Company or
its  competitors  could have a  significant  impact on the  market  price of the
Common Stock. Further, due to one or more of the foregoing or other factors, the
Company's  results  of  operations  in any  future  quarter  may  not  meet  the
expectations  of  securities  analysts or investors.  In such event,  the market
price of the Company's Common Stock could be materially and adversely  affected.
In addition,  the stock markets have recently experienced  significant price and
volume  fluctuations  seemingly  unrelated  to  the  performance  of  individual
companies.  Broad market  fluctuations as well as general economic and political
conditions may also adversely affect the market price of the Common Stock.

NO ASSURANCE AS TO CONTINUED  LISTING OF COMMON STOCK ON NASDAQ SMALLCAP MARKET.
In order to  maintain  the  listing of its Common  Stock on The Nasdaq  SmallCap
Market,  Agritope is required to comply with certain Nasdaq listing  maintenance
standards   including  minimum  tangible  asset  value  amounts,   public  float
requirements  and minimum stock prices.  There can be no assurance that Agritope
will  continue to comply with the listing  maintenance  standards  of The Nasdaq
SmallCap Market as in effect from time to time.

PRODUCT  LIABILITY  AND  RECALL  RISK.  Agritope  could be subject to claims for
personal  injury or other  damages  resulting  from its  products or services or
product recalls. Agritope carries liability insurance against the negligent acts
of  certain of its  employees  and a general  liability  insurance  policy  that
includes  coverage  for  product  liability,  but not  for  product  recall.  In
addition,  Agritope  may require  increased  product  liability  coverage as its
products are  commercially  developed.  Such  insurance is expensive and, in the
future, may not be available on acceptable terms, if at all. No assurance can be
given  that any  product  liability  claim  or  product  recall  will not have a
material adverse effect on Agritope's business,  financial condition and results
of operations.

TERMS FOR  COMMERCIALIZATION  OF CERTAIN  VEGETABLE AND FLOWER CROPS.  Under the
terms of the research and development  agreement  between  Agritope and Vilmorin
Clause & Cie (the "Vilmorin Research  Agreement"),  if the parties are unable to
reach  agreement,  the  terms of  agreements  for  commercializing  any  covered
vegetable and flower crops  resulting from Agritope  research funded by Vilmorin
are  to be  determined  by  "baseball"  style  arbitration.  In  this  style  of
arbitration,  the arbitrator  must choose all terms proposed by one party or the
other, without modification or compromise. Although "baseball" style arbitration
is intended to encourage the parties to make reasonable offers and to compromise
their  differences,  there can be no assurance that it will do so.  Accordingly,
Agritope  may not  control  the  terms on  which  some of its  research  will be
commercialized,  and there can be no  assurance  that the terms  selected  by an
arbitrator would be favorable to Agritope or allow it to operate profitably.
Omit?]

POSSIBILITY  OF  SUBSTANTIAL  SALES OF COMMON  STOCK.  Any sales of  substantial
amounts of Common Stock in the public market,  or the perception that such sales
might occur,  could  materially  adversely affect the market price of the Common
Stock.] [Warrants;  Stock Plan;  Regulation S flow back;  Conversion of Series A
Preferred; Omit?]

ANTI-TAKEOVER CONSIDERATIONS. Agritope's Certificate of Incorporation and Bylaws
may have the  effect  of making an  acquisition  of  control  of  Agritope  in a
transaction not approved by the Company's board of directors more difficult. For
example,  the Certificate of  Incorporation  and Bylaws provide for a classified
board,  prohibit the removal of directors  except for "cause," limit the ability
of the  stockholders  and directors to change the size of the board, and require
advance notice before stockholders are permitted to nominate directors or submit
other proposals at stockholder  meetings.  In November 1997, the Company's board
of directors adopted a stockholder  rights plan, which may limit the unsolicited
acquisition of the Company's  Common Stock. In addition,  subject to limitations
prescribed  by  Delaware  law,  the  board has the  authority  to issue up to 10
million  shares  of  Agritope  Preferred  and to fix  the  rights,  preferences,
privileges and  restrictions  of those shares,  and to issue up to a total of 30
million shares of the Company's  Common Stock, all without any vote or action by
Agritope's stockholders,  except as may be required by law or any stock exchange
or automated securities  interdealer  quotation system on which the Common Stock
may then be listed or quoted.  Agritope is also  subject to  Delaware  statutory
provisions governing business combinations with persons deemed to be "interested
stockholders."  Finally,  awards made under the Company's  1997 Stock Award Plan
may vest in full  immediately in the event of a change in control of Agritope or
similar event. The potential  issuance of additional  shares of Agritope capital
stock and other considerations  referenced above may have the effect of delaying
or  preventing a change in control of Agritope,  may  discourage  offers for the
Common Stock,  and may adversely  affect the market price of, and the voting and
other rights of the holders of the Common Stock.