EMPLOYMENT AGREEMENT


                  This  Employment  Agreement  is entered  into as of October 6,
1997,  between  John  W.  Morgan  ("Employee")  and  Epitope,  Inc.,  an  Oregon
corporation (the "Company").

                  1. SERVICES.

                           1.1 EMPLOYMENT. The Company agrees to employ Employee
as President and Chief  Executive  Officer of the Company,  and Employee  hereby
accepts such  employment  in  accordance  with the terms and  conditions of this
Agreement.  Employment shall continue until terminated  pursuant to the terms of
this Agreement.

                           1.2 DUTIES. Employee shall have the position named in
Section 1.1 with such powers and duties appropriate to that office (a) as may be
provided by the bylaws of the Company,  (b) as otherwise  set forth in Exhibit A
attached to this Agreement, and (c) as determined by the board of directors from
time to time.  Subject to the  provisions  of  Section  7.4  hereof,  Employee's
position  and duties may be  changed  from time to time  during the term of this
Agreement,  and Employee's place of work may be relocated at the sole discretion
of the board of directors.

                           1.3 OUTSIDE  ACTIVITIES.  Employee  shall  obtain the
consent  of the  board of  directors  before  he  engages,  either  directly  or
indirectly, in any other professional or business activities that may require an
appreciable  portion  of  Employee's  time or  effort  to the  detriment  of the
Company's business.

                           1.4  DIRECTION  OF  SERVICES.  Employee  shall at all
times  discharge his duties in  consultation  with and under the supervision and
direction of the board of directors.

                  2. COMPENSATION AND EXPENSES.

                           2.1 SALARY.  As compensation  for services under this
Agreement,  the Company shall pay to Employee a regular salary of $20,416.67 per
month.  Subject to the  provisions  of Section  7.4  hereof,  such salary may be
adjusted from time to time in the discretion of the board of directors.  Payment
shall  be made  on a  bi-weekly  basis,  less  all  amounts  required  by law or
authorized  by Employee to be  withheld or  deducted,  at such times as shall be
determined by the board of directors.  The board of directors may also authorize
payment to  Employee  of  bonuses  at such  times and in such  amounts as may be
determined by the board of directors.

                           2.2 ADDITIONAL  EMPLOYEE BENEFITS.  The Company shall
provide  for  Employee  life  insurance  in the amount of $1 million  payable to
Employee's  designated  beneficiary,  provided  the cost to the Company does not
exceed $10,000 per year. To the extent otherwise  eligible,  Employee shall also
be entitled to receive or participate in any additional


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benefits,  including without limitation  medical and dental insurance  programs,
profit sharing or pension plans, and medical reimbursement plans, which may from
time to time be made available by the Company to corporate officers. The Company
may change or discontinue such benefits at any time in its sole discretion.

                           2.3 EXPENSES.  The Company shall  reimburse  Employee
for all  reasonable and necessary  expenses  incurred in carrying out his duties
under  this  Agreement.   The  Company  shall  further  reimburse  Employee  for
reasonable and necessary expenses incurred as follows: (a) Employee's reasonable
expenses  incurred in moving himself,  his family,  and his household goods from
Alpharetta,  Georgia to the Portland,  Oregon  metropolitan  area; (b) up to two
months  (which time period may be extended by the Company in its  discretion  at
Employee's  request) of  temporary  housing at a cost of up to $1,000 per month;
(c) one  round-trip,  coach  airline  ticket per month for  Employee  for travel
between Atlanta,  Georgia and Portland,  Oregon until Employee has relocated his
residence to the Portland,  Oregon  metropolitan  area; and (d) one  round-trip,
coach airline ticket for Employee's  spouse for travel between Atlanta,  Georgia
and  Portland,  Oregon for purposes of locating and obtaining a new residence in
the Portland,  Oregon  metropolitan area.  Employee shall present to the Company
from time to time an  itemized  account of such  expenses in such form as may be
required by the Company.  In  addition,  regarding  the  expenses  listed as (a)
above,  Employee shall obtain bids from at least two national  moving  companies
and select the  company  with the lowest  bid.  To the extent the  reimbursement
payments under this section are includable in Employee's net taxable income, the
Company shall pay Employee an  additional  amount so that the amount paid to him
under this section, less taxes at Employee's effective marginal tax rate, equals
the expenses to be reimbursed.

                           2.4 FEES. All compensation earned by Employee,  other
than pursuant to this Agreement,  as a result of services performed on behalf of
the Company or as a result of or arising out of any work done by Employee in any
way related to the scientific or business activities of the Company shall belong
to the Company.  Employee shall pay or deliver such  compensation to the Company
promptly upon receipt. For the purposes of this provision,  "compensation" shall
include,  but is not  limited to, all  professional  and  nonprofessional  fees,
lecture fees, expert testimony fees, publishing fees, royalties, and any related
income,  earnings,  or other  things  of  value;  and  "scientific  or  business
activities of the Company" shall include,  but not be limited to, any project or
projects  in which the  Company  is  involved  and any  subject  matter  that is
directly or indirectly researched,  tested, developed,  promoted, or marketed by
the Company.

                  3. STOCK  OPTIONS.  Employee has been granted a  non-qualified
option to purchase  350,000 shares of common stock of the Company at an exercise
price equal to 75 percent of the fair  market  value of the stock on the date of
grant.


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                  4. CONFIDENTIAL INFORMATION.

                           4.1  DEFINED.   "Confidential   Information"  is  all
nonpublic  information relating to the Company or its business that is disclosed
to Employee,  that Employee produces,  or that Employee otherwise obtains during
employment.  "Confidential  Information" also includes information received from
third parties that the Company has agreed to treat as confidential.  Examples of
Confidential Information are:

                           4.1.1 Marketing plans.

                           4.1.2 Customer lists.

                           4.1.3 Product design and manufacturing information.

                           4.1.4 Financial information.

"Confidential  Information" does not include information which (a) is or becomes
generally  available  to the public  other than as a result of a  disclosure  by
Employee;  (b) becomes available to Employee on a  nonconfidential  basis from a
source other than the Company or its representatives,  provided that such source
is not known by Employee  to be bound by a  confidentiality  agreement  with the
Company or its  representatives  or otherwise  prohibited from  transmitting the
information to Employee by a contractual,  legal, or fiduciary  obligation;  (c)
can be demonstrated  by written  evidence or other  convincing  evidence to have
been known by Employee on a  nonconfidential  basis prior to its  disclosure  to
Employee  by  the  Company  or  one  of  its  representatives;  or  (d)  can  be
demonstrated by written or other  convincing  evidence to have been developed by
Employee in good faith and independent of Confidential Information.

                           4.2 ACCESS TO INFORMATION. Employee acknowledges that
in the course of his employment he will have access to Confidential Information,
that  such  information  is a  valuable  asset  of the  Company,  and  that  its
disclosure or unauthorized use will cause the Company substantial harm.

                           4.3  OWNERSHIP.   Employee   acknowledges   that  all
Confidential  Information  shall  continue to be the  exclusive  property of the
Company (or the third party that  disclosed it to the  Company),  whether or not
prepared  in  whole or in part by  Employee  and  whether  or not  disclosed  to
Employee or entrusted to his custody in  connection  with his  employment by the
Company.

                           4.4  NONDISCLOSURE  AND NONUSE.  Unless authorized or
instructed  in writing  by the  Company,  or  required  by  legally  constituted
authority,  Employee will not, except as required in the course of the Company's
business,  during  or  after  his  employment,  disclose  to  others  or use any
Confidential  Information,  unless and until,  and then only to the extent that,
such items become available to the public through no fault of Employee.


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                           4.5 RETURN OF CONFIDENTIAL INFORMATION.  Upon request
by the  Company  during  or after  his  employment,  and  without  request  upon
termination  of  employment  pursuant to this  Agreement,  Employee will deliver
immediately  to  the  Company  all  written  or  tangible  materials  containing
Confidential Information without retaining any excerpts or copies.

                           4.6  DURATION.  The  obligations  set  forth  in this
Section 4 will continue beyond the term of employment of Employee by the Company
and for so long as Employee possesses Confidential Information.

                  5. MATERIALS  PREPARED AND INVENTIONS MADE DURING  EMPLOYMENT.
The  Company  shall be the  exclusive  owner  of all  materials,  concepts,  and
inventions Employee prepares,  develops, or makes (whether alone or jointly with
others) within the scope of his employment, and of all related rights (including
copyrights,   trademarks,   and  patents)  and  proceeds.   Without  limitation,
materials, concepts, and inventions that (a) relate to the Company's business or
actual or demonstrably  anticipated research or development,  or (b) result from
any work performed by Employee for the Company,  shall be considered  within the
scope of  Employee's  employment.  Employee  shall  promptly  disclose  all such
materials,  concepts,  and  inventions to the Company.  Employee  shall take all
action reasonably  requested by the Company to vest ownership of such materials,
consents,  and  inventions  in the  Company  and to permit the Company to obtain
copyright, trademark, patent, or similar protection in its name.

                  6.       NONCOMPETITION.

                           Employee covenants that Employee will not, throughout
the United  States,  either  individually  or as a director,  officer,  partner,
employee, agent,  representative,  or consultant with any business,  directly or
indirectly during the term of employment and for one year thereafter:

                           6.1 Engage or prepare to engage in any business  that
sells  products or services  competing  with those sold by the Company as of the
date of Employee's termination of employment with the Company;

                           6.2  Induce or attempt to induce any person who is an
employee of the Company  during the term of this covenant to leave the employ of
the Company; or

                           6.3 Solicit, divert, or accept orders for products or
services that are  substantially  competitive with the products or services sold
by the Company from any customer of the Company.

                  7. TERMINATION.

                           7.1  TERMINATION  UPON DEATH.  This  Agreement  shall
terminate immediately upon Employee's death.


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                           7.2  TERMINATION BY EMPLOYEE.  Employee may terminate
his employment under this Agreement by 60 days' written notice to the Company.

                           7.3 TERMINATION BY THE COMPANY FOR CAUSE. The Company
may terminate Employee's  employment under this Agreement for cause at any time,
with or without advance notice.  For purposes of this Agreement,  "cause" means:
(a) a material breach of this Agreement by Employee;  (b) any willful or grossly
negligent  act by  Employee  which  causes  material  harm to the  Company;  (c)
Employee's refusal,  failure, or inability to perform any material job duties of
Employee;  (d) any act of fraud on the  Company,  any  criminal  act, or any act
involving moral  turpitude by Employee;  (e) the commission of any act in direct
competition with or materially detrimental to the best interests of the Company;
or (f)  excessive  absenteeism  by Employee.  The Company  reserves the right to
determine the facts giving rise to cause for termination and whether those facts
constitute cause for termination.  Notwithstanding the foregoing, Employee shall
not be deemed to have been  terminated  for cause  unless and until  there shall
have been delivered to Employee a copy of a resolution duly adopted by the board
of directors at a meeting of the board of directors (after  reasonable notice to
Employee  and an  opportunity  for  Employee  to be heard  before  the  board of
directors)  called and held for the purpose of finding whether in the good faith
opinion of the board of directors  Employee has engaged in conduct  constituting
cause as defined in this section.

                           7.4  TERMINATION BY THE COMPANY  WITHOUT  CAUSE.  The
Company may terminate  Employee's  employment under this Agreement without cause
by written notice to Employee. Employee may (but shall not be required to) elect
to treat any of the following  events as a termination  without cause,  provided
Employee acts within 60 days of the event:

                                    7.4.1 A material breach of this Agreement by
the Company and a failure by the Company to cure the breach within 30 days after
Employee has given written notice of the breach to the board of directors.

                                    7.4.2 A reduction in Employee's salary below
the amount  stated in Section  2.1  (except  as part of and in  proportion  to a
reduction in all executive  officers'  salaries) or a substantial  diminution in
Employee's duties or title below those or that stated in this Agreement.

                                    7.4.3  A  requirement  by the  Company  that
Employee  regularly  report other than to the board of directors or the chairman
of the board.

                                    7.4.4 A  relocation  by the  Company  of the
principal place where  Employee's  duties are to be performed to a place outside
of the Portland metropolitan area.

                                    7.4.5 A "Change of Control" of the  Company.
For  purposes of this  Agreement,  a "Change of Control"  shall mean a change of
control 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 hereof  pursuant
to the  Securities  Exchange Act of 1934 (the  "Exchange  Act");  provided that,
without limitation, such a change of control shall be deemed to have occurred at


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such time as (i) 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;  (ii) 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 the Company'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;  (iii) there shall be consummated  (a)
any  consolidation  or merger of the  Company  in which the  Company  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
the Company 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 (b)
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 the
Company;  or (iv)  approval  by the  shareholders  of the Company of any plan or
proposal for the liquidation or dissolution of the Company. For purposes of this
Agreement,  "Acquiring  Person"  means  any  person  or  related  persons  which
constitute  a "group"  for  purposes  of Section  13(d) and Rule 13d-5 under the
Exchange  Act,  as such  Section  and Rule are in  effect as of the date of this
Agreement;  provided, however, that the term Acquiring Person shall not include:
(i) the Company or any of its  subsidiaries;  (ii) any employee  benefit plan of
the Company or any of its subsidiaries;  (iii) any entity holding voting capital
stock of the Company for or pursuant to the terms of any such  employee  benefit
plan; or (iv) any person or group solely because such person or group has voting
power with  respect to capital  stock of the  Company  arising  from a revocable
proxy or consent  given in  response to a public  proxy or consent  solicitation
made  pursuant to the  Exchange  Act. For  purposes of this  Agreement,  "Voting
Securities"  means the Company's  issued and outstanding  securities  ordinarily
having the right to vote at elections for the Company's board of directors.

                           7.5 COMPENSATION UPON TERMINATION.

                                    7.5.1 TERMINATION UNDER SECTION 7.1, 7.2, OR
7.3. In the event of a termination of Employee's  employment under Sections 7.1,
7.2, or 7.3,  Employee's regular  compensation  pursuant to Section 2.1 shall be
prorated and payable until the date of termination.

                                    7.5.2  TERMINATION UNDER SECTION 7.4. In the
event of a termination of Employee's  employment by the Company without cause as
provided in Section 7.4,  Employee shall continue to be paid the salary provided
in  Section  2.1 for 12 months  from the date of notice of such  termination  of
employment,  in the manner and at the times at which  regular  compensation  was
paid to Employee during the term of his employment under this Agreement,  except
that if Employee elects to treat an event  described in Sections  7.4.1,  7.4.2,
7.4.3,  7.4.4, or 7.4.5 as a termination without cause but continues to work for
the Company or any of its  subsidiaries,  then any amounts Employee  receives as
compensation  during the 12- month period shall be credited  against the amounts
payable to  Employee  under this  section.  Unless  Employee  elects to continue
working for the Company or any of its subsidiaries, as a condition to receipt of
the compensation described in the preceding sentence Employee shall sign


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and  deliver a release  agreement,  in form and  substance  satisfactory  to the
Company,  releasing all claims related to Employee's  employment.  The Company's
obligation to pay the amounts stated in this section shall terminate if Employee
engages,  either  individually  or as a director,  officer,  partner,  employee,
agent,  representative,  or consultant with any business, directly or indirectly
in any of the  activities  listed in Section  6.1,  6.2, or 6.3  anywhere in the
United States within one year after termination of employment.

                  8. REMEDIES.  The respective  rights and duties of the Company
and Employee  under this Agreement are in addition to, and not in lieu of, those
rights  and  duties  afforded  to and  imposed  upon  them by law or at  equity.
Employee  acknowledges  that  breach of Sections 4 or 6 of this  Agreement  will
cause  irreparable  harm to the  Company  and agrees to the entry of a temporary
restraining   order  and   permanent   injunction  by  any  court  of  competent
jurisdiction  to  prevent  breach or further  breach of  Sections 4 or 6 of this
Agreement. Such remedy shall be in addition to any other remedy available to the
Company at law or in equity.

                  9.   SEVERABILITY  OF  PROVISIONS.   The  provisions  of  this
Agreement  are  severable,  and if any  provision  hereof  is  held  invalid  or
unenforceable,  it shall be enforced to the maximum extent permissible,  and the
remaining provisions of the Agreement shall continue in full force and effect.

                  10.  ATTORNEY  FEES. In the event a suit or action is filed to
enforce  Sections  4 or 6 of this  Agreement,  the  prevailing  party  shall  be
reimbursed by the other party for all costs and expenses  incurred in connection
with the suit or action,  including without limitation  reasonable attorney fees
at trial or on appeal.

                  11.  NONWAIVER.  Failure of the Company at any time to require
performance of any provision of this Agreement  shall not limit the right of the
Company to enforce the  provision.  No  provision  of this  Agreement  or breach
thereof may be waived by either party except by a writing  signed by that party.
A waiver of any  breach of a  provision  of this  Agreement  shall be  construed
narrowly and shall not be deemed to be a waiver of any succeeding breach of that
provision or a waiver of that provision itself or of any other provision.

                  12. ARBITRATION.

                           12.1  CLAIMS  COVERED.  All claims or  controversies,
except for those excluded by Section 12.2 ("claims"), whether or not arising out
of Employee's employment (or its termination), that the Company may have against
the  Employee  or that  Employee  may have  against  the  Company or against its
officers,  directors,  employees  or  agents,  in  their  capacity  as  such  or
otherwise,  shall be resolved as provided in this Section 12. Claims  covered by
this  Section 12  include,  but are not  limited  to,  claims for wages or other
compensation  due;  claims for breach of any  contract or  covenant  (express or
implied); tort claims; claims for discrimination (including, but not limited to,
race, sex, sexual orientation,  religion,  national origin, age, marital status,
or disability); claims for benefits (except where an employee benefit or pension
plan  specifies  that its claims  procedure  shall  culminate in an  arbitration
procedure


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different  from this one),  and claims for violation of any federal,  state,  or
other governmental law, statute, regulation, or ordinance, except as provided in
Section 12.2.

                           12.2  NON-COVERED  CLAIMS.   Claims  arising  out  of
Sections 4 or 6 of this  Agreement  and workers'  compensation  or  unemployment
compensation  benefits  are not covered by this Section 12.  Non-covered  claims
include but are not limited to claims by the Company for injunctive and/or other
equitable  relief for  unfair  competition  and/or  the use and/or  unauthorized
disclosure of trade secrets or  confidential  information,  as to which Employee
understands  and agrees that the Company may seek and obtain relief from a court
of competent jurisdiction.

                           12.3  REQUIRED  NOTICE OF ALL CLAIMS  AND  STATUTE OF
LIMITATIONS.  Company  and  Employee  agree that the  aggrieved  party must give
written  notice of any claim to the other party  within one year of the date the
aggrieved  party  first has  knowledge  of the event  giving  rise to the claim;
otherwise  the claim shall be void and deemed  waived even if there is a federal
or state statute of  limitations  which would have given more time to pursue the
claim.  The written  notice shall identify and describe the nature of all claims
asserted and the facts upon which such claims are based.

                           12.4 HEARING OR MEDIATION.  Prior to any  arbitration
proceeding  taking place  pursuant to this section,  Company or Employee may, at
its respective option, elect to submit the claim to non-binding mediation before
a mutually agreeable mediation tribunal or mediator, in which event both parties
shall execute a suitable  confidentiality  agreement and abide by the procedures
specified by the mediation tribunal or mediator.

                           12.5 ARBITRATION PROCEDURES. Any arbitration shall be
conducted in  accordance  with the  then-current  Model  Employment  Arbitration
Procedures  of  the  American  Arbitration  Association  ("AAA"),   modified  to
substitute for AAA actions,  the United States Arbitration and Mediation Service
("USA&MS"), before an arbitrator who is licensed to practice law in the state of
Oregon (the "Arbitrator"). The arbitration shall take place in or near Portland,
Oregon.

                                    12.5.1  SELECTION OF ARBITRATOR.  The USA&MS
shall  give  each  party  a list of 11  arbitrators  drawn  from  its  panel  of
labor-management  dispute  arbitrators.  Each  party may strike all names on the
list it deems unacceptable.  If only one common name remains on the lists of all
parties, that individual shall be designated as the Arbitrator. If more than one
common name remains on the lists of all parties,  the parties shall strike names
alternately  until only one  remains.  The party who did not  initiate the claim
shall strike first.  If no common name remains on the lists of all parties,  the
USA&MS  shall  furnish  an  additional  list or  lists  until an  Arbitrator  is
selected.

                                    12.5.2  APPLICABLE LAW. The Arbitrator shall
apply the substantive law (and the law of remedies,  if applicable) specified in
this Agreement or federal law, or both, as applicable to the claim(s)  asserted.
The Oregon Rules of Evidence shall apply.  The Arbitrator,  and not any federal,
state, or local court or agency, shall have exclusive


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authority to resolve any dispute relating to the interpretation,  applicability,
enforceability or formation of this Agreement,  including but not limited to any
claim  that  all or any  part  of  this  Agreement  is  void  or  voidable.  The
arbitration  shall be final and binding upon the parties,  except as provided in
this Agreement.

                                    12.5.3 AUTHORITY.  The Arbitrator shall have
jurisdiction to hear and rule on pre-hearing  disputes and is authorized to hold
pre-hearing  conferences  by  telephone  or in  person as the  Arbitrator  deems
necessary.  The  Arbitrator  shall have the  authority  to entertain a motion to
dismiss  and/or a motion for  summary  judgment by any party and shall apply the
standards governing such motions under the Federal Rules of Civil Procedure. The
Arbitrator  shall render an award and opinion in the form typically  rendered in
labor arbitrations.

                                    12.5.4  REPRESENTATION.  Any  party  may  be
represented by an attorney or other representative selected by the party.

                                    12.5.5 DISCOVERY.  Each party shall have the
right to take the deposition of one individual and any expert witness designated
by another  party.  Each party  also shall have the right to make  requests  for
production of documents to any party.  The subpoena right  specified below shall
be applicable to discovery pursuant to this paragraph.  Additional discovery may
be had only where the Arbitrator  selected pursuant to this Agreement so orders,
upon a showing of substantial need. At least 30 days before the arbitration, the
parties must exchange lists of witnesses,  including any experts,  and copies of
all exhibits  intended to be used at the arbitration.  Each party shall have the
right to subpoena witnesses and documents for the arbitration.

                                    12.5.6   REPORTER.   Either  party,  at  its
expense,  may  arrange  for and pay the cost of a court  reporter  to  provide a
stenographic record of proceedings.

                                    12.5.7  POST-HEARING  BRIEFS.  Either party,
upon  request  at  the  close  of  hearing,  shall  be  given  leave  to  file a
post-hearing  brief.  The  time  for  filing  such a brief  shall  be set by the
Arbitrator.

                           12.6 ENFORCEMENT. Either party may bring an action in
any court of competent  jurisdiction to compel  arbitration under this Agreement
and to  enforce an  arbitration  award.  Except as  otherwise  provided  in this
Agreement,  both the Company and Employee  agree that neither shall  initiate or
prosecute  any lawsuit or  administrative  action  (other than for a non-covered
claim)  in any way  related  to any claim  covered  by this  Agreement.  A party
opposing enforcement of an award may not do so in an enforcement proceeding, but
must bring a separate action in any court of competent jurisdiction to set aside
the award,  where the  standard of review will be the same as that applied by an
appellate court reviewing a decision of a trial court sitting without a jury.

                           12.7 ARBITRATION FEES AND COSTS. Company and Employee
shall  equally  share  the fees and costs of the  Arbitrator.  Each  party  will
deposit funds or post other


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appropriate  security  for its share of the  Arbitrator's  fee, in an amount and
manner  determined by the  Arbitrator,  10 days before the first day of hearing.
Each party shall pay for its own costs and  attorneys'  fees,  if any,  provided
that the Arbitrator,  in its sole  discretion,  may award reasonable fees to the
prevailing party in a proceeding.

                  13. GENERAL TERMS AND CONDITIONS.  This Agreement  constitutes
the entire  understanding  of the parties relating to the employment of Employee
by the Company,  and  supersedes  and  replaces all written and oral  agreements
heretofore made or existing by and between the parties  relating  thereto.  This
Agreement shall be construed in accordance with the laws of the state of Oregon,
without  regard to any conflicts of laws rules  thereof.  This  Agreement  shall
inure to the benefit of any  successors or assigns of the Company.  All captions
used herein are intended solely for convenience of reference and shall in no way
limit any of the provisions of this  Agreement.  Employee  acknowledges  that he
signed this Agreement upon his initial employment with the Company.

                  The parties have executed this Employment  Agreement as of the
date stated above.


                                       EPITOPE, INC.



/s/ John W. Morgan                     By: /s/ Roger L. Pringle
JOHN W. MORGAN
                                       Title:  Chairman, Board of Directors


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                        EXHIBIT A TO EMPLOYMENT AGREEMENT

      SPECIFIC DUTIES OF EMPLOYEE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER


                  Employee as the President and Chief  Executive  Officer of the
Company shall be responsible  for directing all phases of the operations and the
overall  management  of the  Company,  subject  to  direction  by the  board  of
directors,  as such positions are more  particularly  described in Article IV of
the bylaws of the Company.  As President and Chief Executive  Officer,  Employee
shall report directly to the Chairman of the Board. In such capacities, Employee
shall be the key executive  responsible for formulating and directing  execution
of Company strategy in all phases of operations,  development,  and planning. As
Chief Executive Officer,  Employee shall be the Company's principal spokesperson
and  will  serve  as a  director  on the  board of  directors  and as  operating
management's principal liaison to the board of directors.

                  Pending the  spin-off of the  Company's  subsidiary  Agritope,
Inc.  ("Agritope"),  the President and Chief Executive Officer of Agritope shall
report to the Chairman of the Board of the Company, rather than to Employee.