NONQUALIFIED STOCK OPTION AWARD
                          GENERAL TERMS AND CONDITIONS

                              - EXECUTIVE OFFICER -


The  Epitope,  Inc.  1991  Stock  Award Plan  ("Plan")  is  administered  by the
executive  compensation committee (the "Committee") of the board of directors of
Epitope.  Capitalized  terms not otherwise  defined  shall have the  definitions
assigned thereto in Section 13 of these  Nonqualified Stock Option Award General
Terms and Conditions ("Agreement Terms").


1                 OPTION TYPE AND TERM.

         1.1               TYPE OF OPTION.  The Option is not  intended to be an
                  incentive  stock option as described in Internal  Revenue Code
                  Section 422.

         1.2               TERM.  The term of the Option shall be ten years from
                  the Grant Date  unless  otherwise  terminated  pursuant to the
                  terms of these Agreement Terms.

         1.3               VESTING.   Except  as  otherwise  provided  in  these
                  Agreement  Terms,  the  Option  shall  be  vested  as to,  and
                  accordingly may be exercised from time to time during the term
                  to  purchase,  Shares up to the  following  limits  during the
                  periods indicated following the Grant Date:

                  (a)  During  the  period  from  the  Grant  Date to the  first
                  anniversary  of the Grant Date (the  "First  Anniversary")  no
                  portion of the Option will be vested;

                  (b)  Effective  as of the First  Anniversary,  the Option will
                  become  vested as to  one-third  (1/3) of the total  number of
                  Shares covered by the Option (the "Option Shares"); and

                  (c)  Effective  as of  the  day  corresponding  to  the  First
                  Anniversary in the calendar month following the month in which
                  the First Anniversary  occurs, and on the corresponding day of
                  each succeeding  calendar month, the Option will become vested
                  as to  one-twenty-fourth  (1/24) of the Option Shares that did
                  not become vested pursuant to the foregoing paragraph (b).


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2                 EMPLOYMENT REQUIREMENT.

         2.1               GENERAL.  Except as  provided  in Sections 3 and 4 of
                  these Agreement  Terms,  the Option shall not be vested unless
                  the recipient of the Option (the "Participant") is employed by
                  Epitope and/or one or more of its Subsidiaries (an "Employer")
                  continuously  for at least  one year  after  the  Grant  Date,
                  unless   employment  is   terminated  by  death,   Disability,
                  Retirement,  or without  "cause" (as defined in  Participant's
                  employment agreement with Epitope).  "Employment" for purposes
                  of the Option shall include periods of illness or other leaves
                  of absence authorized by Employer.

         2.2               NO  EMPLOYMENT  CONTRACT.  Neither  the  Plan nor the
                  Option   shall   constitute  a  contract  of   employment   of
                  Participant by any Employer.

         2.3               EXPIRATION  AFTER   TERMINATION  OF  EMPLOYMENT.   If
                  Participant  ceases  to be an  active  employee,  the right to
                  exercise the Option  shall expire at the end of the  following
                  periods:

                  After Termination
                    On Account Of                              Period
                  -----------------                            ------

                           Death                               1 year
                           Retirement                          5 years
                           Disability                          1 year
                           Any other reason                    1 year

         2.4      EFFECT OF TERMINATION  ON VESTING.  The Shares as to which the
                  Option is  exercisable  under Section 2.3 shall be those as to
                  which the Option is vested as of  termination  of  employment;
                  provided,  however,  that upon  Participant's  termination  of
                  employment  by the  Company  without  "cause"  (as  defined in
                  Participant's employment agreement with Epitope),  Participant
                  shall be  credited  with  vesting  during the period of salary
                  continuation paid by the Company.

3                 ACCELERATION OF EXERCISABILITY. Upon a Change in Control Date,
         the Option shall become immediately and fully vested and exercisable as
         to all Shares covered by the Option.


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4                 EXERCISE PRIOR TO VESTING PERMITTED

         4.1               CONDITIONS   OF  EARLY   EXERCISE.   Subject  to  the
                  provisions of this Section 4,  Participant  may elect,  at any
                  time prior to  termination  of  Employment  with an  Employer,
                  including  without  limitation a time prior to the date(s) the
                  Option  becomes  vested  pursuant  to  Section  1.3  of  these
                  Agreement Terms, to exercise the Option (an "Early  Exercise")
                  as to all or any portion of the Shares  covered by the Option,
                  provided, however, that:

                  (a) A partial  exercise of the Option shall be deemed to cover
                  first  any  vested  Shares  and  then  the  earliest   vesting
                  installment of unvested Shares;

                  (b)  Participant  must  enter  into an  Early  Exercise  Stock
                  Purchase  Agreement  (a  "Purchase  Agreement")  in  the  form
                  attached to these Agreement Terms with a vesting schedule that
                  will  result in the same  vesting as to the  Shares  purchased
                  pursuant  to the Early  Exercise as if no Early  Exercise  had
                  occurred; and

                  (c) Any  Shares  purchased  pursuant  to Early  Exercise  from
                  installments  that have not vested as of the time of  exercise
                  shall be subject  to a purchase  option in favor of Epitope as
                  described in the Purchase Agreement.

         4.2               EXPIRATION OF EARLY EXERCISE  ELECTION.  The election
                  provided by this  Section 4 to  purchase  Shares upon an Early
                  Exercise  shall  cease  upon   Participant's   termination  of
                  Employment  with an Employer  and may not be  exercised  after
                  such termination.

5                 SERVICE  PERIODS.  The  periods of service as an  employee  in
         connection with the grant of the Option are as follows:

         5.1               FIRST  YEAR.   The  portion  of  the  Option  vesting
                  pursuant to Section  1.3(b) is in connection  with services to
                  be performed in the one-year  period  commencing  on the Grant
                  Date.

         5.2               ADDITIONAL  YEARS. The portions of the Option vesting
                  in  monthly  installments  pursuant  to  Sections  1.3(c)  are
                  respectively  in  connection  with services to be performed in
                  the consecutive monthly


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                  periods ending immediately before each monthly vesting
                  date.

6                 METHOD OF EXERCISE.

         6.1               EXERCISE OF OPTION. The Option, or a portion thereof,
                  may be  exercised,  to the  extent it has  become  exercisable
                  pursuant to the terms of these Agreement Terms, by delivery of
                  written notice to Epitope in the form attached  hereto stating
                  the number of Shares,  form of payment,  and proposed  date of
                  closing.

         6.2               OTHER DOCUMENTS.  Participant  shall furnish Epitope,
                  before  closing  of any  exercise  of the  Option,  such other
                  documents or  representations as Epitope may require to assure
                  compliance with applicable laws and regulations.

         6.3               PAYMENT.  The exercise price for the Shares purchased
                  upon exercise of the Option shall be paid in full at or before
                  closing by one or a combination of the following:

                  (a) Payment in cash;

                  (b) By delivery (in a form  approved by the  Committee)  of an
                  irrevocable direction to a securities broker acceptable to the
                  Committee:

                           (i) To  sell  Shares  subject  to the  Option  and to
                           deliver  all  or a  part  of the  sales  proceeds  to
                           Epitope in  payment of all or a part of the  exercise
                           price and withholding taxes due; or

                           (ii) To pledge  Shares  subject  to the Option to the
                           broker as security for a loan and to deliver all or a
                           part of the loan  proceeds  to  Epitope in payment of
                           all or a part of the exercise  price and  withholding
                           taxes due; or

                  (c)  Delivery  of  previously  acquired  Shares  having a Fair
                  Market Value at least equal to the exercise price.


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         6.4               PREVIOUSLY  ACQUIRED  SHARES.  Delivery of previously
                  acquired Shares  surrendered in full or partial payment of the
                  exercise price of the Option, or any portion thereof, shall be
                  subject to the following conditions:

                  (a) The Shares tendered shall be in good delivery form;

                  (b) The Fair  Market  Value of the Shares,  together  with the
                  amount of cash,  if any,  tendered  shall  equal or exceed the
                  exercise price of the Option;

                  (c) Any  Shares  remaining  after  satisfying  payment  of the
                  exercise  price  shall be  reissued  in the same manner as the
                  Shares tendered; and

                  (d) No  fractional  Shares will be issued and cash will not be
                  paid to Participant for any fractional Share value not used to
                  satisfy payment of the exercise price.

7                 TRANSFERABILITY.

         7.1               RESTRICTION.   Except  for  Permitted  Transfers,  as
                  defined in Section 7.2:

                  (a) The Option is not  transferable by Participant  other than
                  by testamentary  will or the laws of descent and  distribution
                  and, during Participant's  lifetime,  may be exercised only by
                  Participant or Participant's guardian or legal representative;

                  (b)  No  assignment   or  transfer  of  the  Option,   whether
                  voluntary,  involuntary,  or by operation of law or otherwise,
                  except  by  testamentary  will  or the  laws  of  descent  and
                  distribution,  shall vest in the  assignee or  transferee  any
                  interest or right; and

                  (c)  Immediately  upon any attempt to assign or  transfer  the
                  Option,  the  Option  shall  terminate  and be of no  force or
                  effect.

         7.2               PERMITTED TRANSFERS.  Participant may transfer all or
                  any portion of the Option,  without payment of  consideration,
                  to  Participant's  family  members,  trusts  for  such  family
                  members, or a partnership or limited liability


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                  company of which  Participant  and  members  of  participant's
                  family are the only partners or members.

         7.3               EXERCISE  IN  THE  EVENT  OF  DEATH  OR   DISABILITY.
                  Whenever the word  "Participant"  is used in any  provision of
                  this Agreement under  circumstances  when the provision should
                  logically  be construed  to apply to  Participant's  guardian,
                  legal representative,  executor,  administrator, or the person
                  or  persons  to  whom  the  Option  may  be   transferred   by
                  testamentary  will or by the laws of descent and distribution,
                  the word "Participant"  shall be deemed to include such person
                  or persons.

8                 SECURITIES  LAWS.  Epitope shall not be required to distribute
         any Shares upon exercise of the Option,  or any portion thereof,  until
         Epitope  shall  have  taken any  action  required  to  comply  with the
         provisions of the Securities  Act of 1933 or any other then  applicable
         federal or state securities laws.

9                 TAX REIMBURSEMENT. In the event any withholding or similar tax
         liability is imposed on Epitope in  connection  with or with respect to
         the  exercise of the Option  governed by these  Agreement  Terms or the
         disposition by Participant of the Shares  acquired upon exercise of the
         Option,  Participant  agrees to pay to Epitope an amount  sufficient to
         satisfy such tax liability.

10                CONDITIONS  PRECEDENT.  Epitope  will use its best  efforts to
         obtain any  required  approvals of the Plan and the Option by any state
         or  federal   agency  or   authority   that  Epitope   determines   has
         jurisdiction.  If Epitope  determines that any required approval cannot
         be obtained,  all Awards to  Participant  shall  terminate on notice to
         Participant  to that effect  (provided  that nothing  contained in this
         Section 10 shall impair any rights Participant may have with respect to
         the  Option  pursuant  to  Participant's   employment   agreement  with
         Epitope).

11                TERMINATION FOR CAUSE; COMPETITION.

         11.1              ANNULMENT OF AWARDS. The grant of the Option governed
                  by these  Agreement  Terms is  provisional  until  Participant
                  becomes  entitled to a  certificate  for Shares in  settlement
                  thereof.  In  the  event  the  employment  of  Participant  is
                  terminated  for cause (as defined  below),  any portion of the
                  Option which is  provisional  shall be annulled as of the date
                  of such termination for cause. For the purpose of this Section
                  11.1, the term "for


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                  cause"  shall  have the  meaning  set  forth in  Participant's
                  employment agreement with Epitope.

         11.2              ENGAGING IN COMPETITION WITH EPITOPE.  If Participant
                  terminates  employment  with Epitope or a  Subsidiary  for any
                  reason whatsoever, and within 12 months after the date thereof
                  accepts  employment  with  any  competitor  of  (or  otherwise
                  engages in competition  with) Epitope,  the Committee,  in its
                  sole discretion,  may require Participant to return to Epitope
                  the  economic  value of any Award that is realized or obtained
                  (measured at the date of exercise) by  Participant at any time
                  during  the  period  beginning  on the date that is six months
                  prior to the date of  Participant's  termination of employment
                  with Epitope.

12                SUCCESSORSHIP.  Subject to the restrictions on transferability
         of the Option set forth in these Agreement Terms and in the Plan, these
         Agreement  Terms shall be binding upon and benefit the  parties,  their
         successors, and assigns.

13                DEFINED  TERMS.  When  used  in  these  Agreement  Terms,  the
         following terms shall have the meanings specified below:

         13.1              "ACQUIRING  PERSON"  shall mean any person or related
                  person or  related  persons  which  constitute  a "group"  for
                  purposes of Section 13(d) and Rule 13d-5 under the  Securities
                  Exchange Act of 1934 (the "Exchange Act"), as such Section and
                  Rule are in effect as of the date of the Agreement;  provided,
                  however, that the term Acquiring Person shall not include:

                  (a) Epitope or any of its Subsidiaries;

                  (b)  Any  employee  benefit  plan  of  Epitope  or  any of its
                  Subsidiaries;

                  (c) Any entity  holding voting capital stock of Epitope for or
                  pursuant to the terms of any such employee benefit plan, or

                  (d) Any person or group  solely  because  such person or group
                  has  voting  power with  respect  to capital  stock of Epitope
                  arising from a revocable proxy or consent given


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<PAGE>


                  in response to a public proxy or consent solicitation made
                  pursuant to the Exchange Act.

         13.2              "AGREEMENT"  shall mean the  agreement  evidencing an
                  Option governed by these Agreement Terms.

         13.3              "CHANGE IN CONTROL" shall mean:

                  (a) A change in control  of Epitope of a nature  that would be
                  required  to be  reported in response to Item 6(e) of Schedule
                  14A  of  Regulation  14A  as in  effect  on  the  date  of the
                  Agreement pursuant to the Exchange Act; provided that, without
                  limitation,  such a change in control  shall be deemed to have
                  occurred  at  such  time  as any  Acquiring  Person  hereafter
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act),  directly or  indirectly,  of 30 percent or
                  more of the combined voting power of Voting Securities; or

                  (b)  During  any  period of 12  consecutive  calendar  months,
                  individuals who at the beginning of such period constitute the
                  board of directors cease for any reason to constitute at least
                  a majority thereof unless the election,  or the nomination for
                  election,  by Epitope's  shareholders of each new director was
                  approved  by a vote of at least a  majority  of the  directors
                  then still in office who were  directors  at the  beginning of
                  the period; or

                  (c) There shall be consummated (i) any consolidation or merger
                  of Epitope in which Epitope is not the continuing or surviving
                  corporation  or pursuant to which Voting  Securities  would be
                  converted into cash, securities, or other property, other than
                  a merger of Epitope in which the holders of Voting  Securities
                  immediately   prior  to  the   merger   have  the   same,   or
                  substantially  the  same,  proportionate  ownership  of common
                  stock  of the  surviving  corporation  immediately  after  the
                  merger, or (ii) any sale, lease,  exchange,  or other transfer
                  (in one  transaction or a series of related  transactions)  of
                  all, or substantially all, of the assets of Epitope; or

                  (d)      Approval by the shareholders of Epitope of any
                  plan or proposal for the liquidation or dissolution of
                  Epitope.


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         13.4     "CHANGE IN CONTROL  DATE" shall mean the first date  following
                  the date of the  Agreement  on which a Change in  Control  has
                  occurred.

         13.5     "GRANT  DATE"  means the date of the  Agreement,  which is the
                  date the Option is granted to Participant.

         13.6     "OPTION"  means  the  Nonqualified  Stock  Option  granted  to
                  Participant evidenced by the Agreement.

         13.7     "VOTING   SECURITIES"   shall   mean   Epitope's   issued  and
                  outstanding  securities ordinarily having the right to vote at
                  elections for Epitope's board of directors.

         13.8     Capitalized  terms not  otherwise  defined in these  Agreement
                  Terms have the meanings given them in the Plan.

14                NOTICES.  Any notices regarding the Option shall be in writing
         and  shall be  effective  when  actually  delivered  personally  or, if
         mailed,  when deposited as registered or certified mail directed to the
         address  maintained in Epitope's  records or to such other address as a
         party may certify by notice to the other party.



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                     EARLY EXERCISE STOCK PURCHASE AGREEMENT

                  THIS AGREEMENT is made by and between EPITOPE, INC., an Oregon
corporation ("Epitope"), and ---------------------------- ("Purchaser").

                                    RECITALS

                  A.  Purchaser  holds a stock option (the "Option") to purchase
shares of Epitope's  common stock  ("Shares")  pursuant to Epitope's  1991 Stock
Award Plan (the "Plan") which Purchaser desires to exercise; and

                  B.  Purchaser  wishes to take  advantage of the early exercise
provision of the Option and therefore to enter into this Agreement.

                                    AGREEMENT

                  1. (a) Pursuant to an early exercise of the Option,  Purchaser
agrees to  purchase  from  Epitope,  and  Epitope  agrees to sell to  Purchaser,
-------------- Shares for an exercise price of $------ per Share (total exercise
price: $---------) payable as follows:

                        Cash at Closing                   $------

                        Value of Previously
                         Owned Shares1                    $------

                        Total Exercise Price              $------

                  (b) The  closing  shall occur at the offices of Epitope on the
date of this  Agreement  or at such  other  time and  place as the  parties  may
mutually agree upon in writing.

                  (c) At the closing, Purchaser shall deliver to Epitope a stock
assignment  in the form of  Exhibit  B, duly  endorsed  (with date and number of
shares left blank) and the total exercise price (including endorsed certificates
representing the appropriate  number of previously owned Shares tendered for all
or a portion of the total exercise price).

                  (d) At the closing or as soon thereafter as practical, Epitope
shall cause share  certificates for all the Shares that are to be subject to the
Purchase  Option (as  defined  in  Section 2 below) to be issued in  Purchaser's
name, and Epitope shall retain those certificates, together with the blank stock
assignments until the Purchase Option is exercised or expires

----------------

         1  Shares  tendered  as  part  of the  exercise  price  must  meet  the
requirements of the Option and the Plan.


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<PAGE>


pursuant to this  Agreement,  and shall deliver share  certificates to Purchaser
for all the Shares, if any, that are not to be subject to the Purchase Option.

                  2. The Shares to be purchased  by  Purchaser  pursuant to this
Agreement shall be subject to the following option ("Purchase Option"):

                  (a) In the event that  Purchaser  ceases to be an  employee of
         Epitope and/or any of its  subsidiaries  (an "Employer") for any reason
         (including Purchaser's death), or no reason, with or without cause, the
         Purchase  Option may be exercised.  Epitope shall have the right at any
         time  within  the  90-day  period  after  Purchaser's   termination  of
         Employment  (as defined in the Agreement  Terms for the Option) with an
         Employer  or such  longer  period as may be agreed  to by  Epitope  and
         Purchaser (for example,  for purposes of satisfying the requirements of
         Section  1202(c)(3)  of the  Internal  Revenue  Code) to purchase  from
         Purchaser  or his personal  representative,  as the case may be, at the
         price per Share paid by Purchaser  pursuant to this Agreement  ("Option
         Price"),  up to but not  exceeding  the  number of Shares  set forth on
         Exhibit  A to this  Agreement  which  is  incorporated  herein  by this
         reference.

                  (b) The  Purchase  Option  shall  lapse  at the  same  rate as
         Purchaser's  Option  would have vested had  Purchaser  not entered into
         this Agreement (e.g., vesting shall accelerate upon a Change in Control
         Date).

                  (c) This  Agreement is not an employment  contract and nothing
         in this  Agreement  shall be deemed to create in any way whatsoever any
         obligation  on the part of  Purchaser  to  continue  in the  employ  of
         Epitope,  or of  Epitope  to  continue  Purchaser  in the  employ of an
         Employer.

                  3. The  Purchase  Option may be  exercised  by giving  written
notice of  exercise  delivered  or  mailed  as  provided  in  paragraph  9. Upon
providing  of such notice and payment or tender of the purchase  price,  Epitope
shall become the legal and  beneficial  owner of the Shares being  purchased and
all rights and interests therein or related thereto.

                  4. If from time to time during the term of the Purchase Option
there is any stock  dividend or  liquidating  dividend or  distribution  of cash
and/or  property,  stock split or other change in the character or amount of any
of the outstanding  securities of Epitope, then, in such event, any and all new,
substituted  or additional  securities or other  property to which  Purchaser is
entitled by reason of his ownership of Shares will be immediately subject to the
Purchase  Option and be included in the word  "Shares"  for all  purposes of the
Purchase Option with the same force and effect as the Shares then subject to the
Purchase  Option.  While the total Option Price shall remain the same after each
such event,  the Option  Price per Share upon  exercise of the  Purchase  Option
shall be appropriately adjusted.


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                  5.  Purchaser  may not  sell  or  transfer  any of the  Shares
subject to the Purchase  Option or any  interest  therein so long as such Shares
are subject to the Purchase Option.

                  6. Epitope  shall not be required (i) to transfer on its books
any Shares which shall have been sold or  transferred in violation of any of the
provisions  set forth in this Agreement or (ii) to treat as owner of such Shares
or to  accord  the  right  to vote  as such  owner  or to pay  dividends  to any
transferee to whom such Shares shall have been so transferred.

                  7.  Subject to the  provisions  of  paragraphs  5 and 6 above,
Purchaser  (but not any  unapproved  transferee)  may,  during  the term of this
Agreement,  exercise all rights and  privileges of a shareholder of Epitope with
respect to the Shares.

                  8. The parties agree to execute such further  instruments  and
to take such  further  action as  reasonably  may be  necessary to carry out the
intent of this Agreement.

                  9. Any notice  required or permitted  hereunder shall be given
in writing and shall be deemed  effectively given upon personal delivery or upon
deposit in any United States Post Office Box, by  registered  or certified  mail
with  postage  and fees  prepaid,  addressed  to the other  party  hereto at his
address  hereinafter  shown below his signature or at such other address as such
party may designate by ten (10) days' advance  written notice to the other party
hereto.

                  10. This Agreement  shall bind and inure to the benefit of the
successors and assigns of Epitope and,  subject to the  restrictions on transfer
herein set forth,  inure to the benefit of and be binding  upon  Purchaser,  his
heirs, executors, administrators,  successors, and assigns. Without limiting the
generality of the foregoing,  the Purchase Option of Epitope  hereunder shall be
assignable by Epitope at any time or from time to time, in whole or in part.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the --- day of --------------, 19----.

                                  EPITOPE, INC.

                                  By -------------------------------------------

                                  Address:     8505 S.W. Creekside Place
                                               Beaverton, Oregon  97008


                                  ----------------------------------------------
                                  Purchaser

                                  Address: -------------------------------------


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                                  ----------------------------------------------



ATTACHMENTS:

Exhibit A         Vesting Schedule
Exhibit B         Assignment Separate from Certificate



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<PAGE>


                                    EXHIBIT A

                                VESTING SCHEDULE

                                          Number of Shares
                                             Subject to
If Cessation of Employment Occurs:        Purchase Option
----------------------------------        ----------------





<PAGE>


                                    EXHIBIT B

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


                  FOR VALUE RECEIVED and pursuant to that certain Early Exercise
Stock Purchase  Agreement  between the undersigned and Epitope,  Inc., an Oregon
corporation ("Epitope") dated as of ---------------, 1997 (the "Agreement"), the
undersigned    hereby    sells,    assigns   and    transfers    unto    Epitope
----------------------------   (------)  shares  of  common  stock  of  Epitope,
standing  in the  undersigned's  name on the  books of  Epitope  represented  by
Certificate  No. ------  herewith,  and does hereby  irrevocably  constitute and
appoint  ----------------  attorney to  transfer  the said stock on the books of
Epitope with full power of substitution in the premises.  This Assignment may be
used only in  accordance  with and  subject to the terms and  conditions  of the
Agreement, in connection with the repurchase of shares of Common Stock issued to
the  undersigned  pursuant  to the  Agreement  and only to the extent  that such
shares remain subject to Epitope's Purchase Option under the Agreement.

Dated: ----------------------------



                                   ---------------------------------------------
                                   [Signature]



                                   ---------------------------------------------
                                   [Print Name]

[INSTRUCTION:  Please do not fill in any blanks other than the  signature  line.
The purpose of this  Assignment is to enable  Epitope to exercise its repurchase
option set forth in the Agreement without requiring additional signatures on the
part of Purchaser.]