EMPLOYMENT AGREEMENT


                  This  Employment  Agreement is entered into as of December --,
1997,  between  Charles E. Bergeron  ("Employee")  and Epitope,  Inc., an Oregon
corporation (the "Company").

                  1. SERVICES.

                           1.1  EMPLOYMENT.  Effective  upon Gilbert N. Miller's
resignation  as Chief  Financial  Officer of the Company,  the Company agrees to
employ  Employee as Chief  Financial  Officer of the  Company.  Until such time,
Company  agrees  to employ  employee  as Vice  President  of  Operations  of the
Company.  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 as may be
provided by the bylaws of the Company and as determined from time to time by the
President and Chief Executive  Officer or the board of directors of the Company.
Subject to the provisions of Section 7.4,  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 President and Chief
Executive Officer or the board of directors.

                           1.3 OUTSIDE  ACTIVITIES.  Employee  shall  obtain the
consent of the President and Chief  Executive  Officer or 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 President and Chief Executive Officer of the Company.

                  2. COMPENSATION AND EXPENSES.

                           2.1 SALARY.  As compensation  for services under this
Agreement, the Company shall pay to Employee a regular salary established by the
President and Chief Executive Officer or the board of directors. Such salary may
be  adjusted  from time to time in the  discretion  of the  President  and Chief
Executive  Officer  or 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 Company.

                           2.2  ADDITIONAL  EMPLOYEE  BENEFITS.  To  the  extent
otherwise eligible, Employee shall also be entitled to receive or participate in
any additional benefits, including without limitation insurance programs, profit
sharing or pension plans, and medical  reimbursement  plans, which may from time
to time be made available by the Company to


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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. 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.

                           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.  The Company shall grant Employee an option
to purchase  30,000  shares of common stock of the Company at an exercise  price
equal to the fair market value of the stock on the date of grant.

                  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.

                           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.


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                           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.

                           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  confirms  the  noncompetition
covenant set forth in his Employment  Agreement dated as of August 31, 1993 (the
"1993  Agreement").  The covenant is restated below to refer to the  appropriate
sections of this Agreement.

                           6.1  COVENANT.  Subject to the  provisions of Section
6.3,  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:

                                    6.1.1  Engage  or  prepare  to engage in any
business that competes with the Company;


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                                    6.1.2 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

                                    6.1.3 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.

                           6.2  ENFORCEMENT.  Employee  acknowledges  and agrees
that  the  time,  scope,  and  other  provisions  of this  Section  6 have  been
specifically   negotiated   by   sophisticated   parties  with  the  advice  and
consultation of counsel and  specifically  hereby agrees that such time,  scope,
and other  provisions are reasonable under the  circumstances.  Employee further
agrees  that if, at any time,  despite  the  express  agreement  of the  parties
hereto, a court of competent jurisdiction holds that any portion of this Section
6 is unenforceable for any reason, the maximum restrictions reasonable under the
circumstances,  as determined by such court,  will be  substituted  for any such
restrictions held unenforceable.

                           6.3  RELEASE  FROM  OBLIGATION.  In  the  event  that
Employee  shall  be  entitled  to  extraordinary  compensation  pursuant  to the
provisions of Section  7.5.2,  Employee may elect to waive all rights to receive
such  compensation  from and after the date of such waiver in  exchange  for the
release of  Employee  from the  obligations  of Sections  6.1.1 and 6.1.3.  Such
waiver  shall be in  writing,  shall state that it is in  consideration  for the
release of Employee  from the  obligations  of Sections  6.1.1 and 6.1.3 of this
Agreement,  and shall be effective  when  delivered to Epitope.  In the event of
such a waiver,  the amounts payable  pursuant to the provisions of Section 7.5.2
shall be prorated  through the period  commencing on the date of  termination of
employment and ending on the date of delivery of the written notice of waiver to
Epitope.  For  example,  if such waiver is delivered to Epitope six months after
the commencement for the  12-month-period  set forth in Section 7.5.2,  Employee
shall  be  paid  one-half  of the  amounts  otherwise  payable  pursuant  to the
provisions of Section 7.5.2; in the event that Employee shall have received more
than  such  pro rata  share of such  compensation,  it shall be a  condition  of
Employee's  rights under this section that he shall have returned to Epitope any
amounts in excess of such pro rata share with the delivery of the waiver  notice
to Epitope.

                  7. TERMINATION.

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

                           7.2  TERMINATION BY EMPLOYEE.  Employee may terminate
his employment under this Agreement by 90 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.  "Cause" includes,  but is not limited to: (a) a
material breach of this Agreement by Employee and Employee's failure to promptly
cure such breach after receipt of written  notice thereof from the President and
Chief Executive Officer or the board of directors of the


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Company; (b) Employee's willful refusal or failure, or Employee's inability,  to
comply  with any  policies  or  standards  of the  Company or to perform any job
duties of Employee; (c) any act of fraud, dishonesty,  or misconduct by Employee
in connection with Employee's employment with the Company; (d) the commission of
any  act in  direct  competition  with or  materially  detrimental  to the  best
interests of the Company; or (e) Employee's failure to otherwise comply with the
standards  of behavior  that an employer has the right to expect of an employee.
The Company  reserves the right to determine  the facts giving rise to cause for
termination and whether those facts constitute cause for termination.

                           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 either of the following events as a termination without cause, provided
Employee acts within 60 days of the event:

                                    7.4.1 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.

                                    7.4.2 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
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


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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 Section 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 or 7.4.2
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,  deliver,  and abide by a Separation
Agreement and Release,  substantially  in the form attached as Exhibit A to this
Agreement.  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
6.1.1,  6.1.2,  or 6.1.3  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 and 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 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


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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
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 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 and 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


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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  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


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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 (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  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,  except as set forth in  Section  6 with  respect  to the
noncompetition  covenant in the 1993  Agreement,  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.


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


                                            EPITOPE, INC.



                                            By:
CHARLES E. BERGERON
                                            Title:


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                        EXHIBIT A TO EMPLOYMENT AGREEMENT

                        SEPARATION AGREEMENT AND RELEASE

         A. This  Separation  Agreement  and Release  ("Agreement")  is made and
entered  into as of this  ----- day of  --------------,  -----,  by and  between
Company,  Inc., an Oregon corporation  ("Company"),  and  ----------------------
("--------------")   in  order  to   provide   the  terms  and   conditions   of
--------------'s  termination of employment, to fully and completely resolve any
and all issues that  --------------  may have in connection  with his employment
with Company or the termination of that  employment,  and to promote an amicable
long-term relationship between Company and --------------.

         B. In  consideration  of the mutual  promises and conditions  contained
herein, the parties agree as follows:

                  1. SEPARATION. -------------- has been [is currently] employed
at  Company  as  --------------.   --------------  shall  have  no  further  job
responsibilities  at Company after  --------------,  and his employment shall be
terminated effective as of such date.

                  2.  PAYMENT  TO  --------------.  Pursuant  to the  Employment
Agreement entered into between the parties, Company agrees to provide additional
compensation  to  --------------  in  the  amount  of  ---------------  provided
-------------- executes and does not revoke this Agreement.

                  3. RELEASE OF CLAIMS. In return for the benefits  conferred by
this Agreement (and described in the Employment Agreement), which --------------
acknowledges  Company has no legal obligation to provide if --------------  does
not enter into this  Agreement,  --------------,  on behalf of  himself  and his
heirs,  executors,  administrators,  successors and assigns, hereby releases and
forever  discharges  Company  and  its  past,  present  and  future  affiliates,
subsidiaries,  predecessors,  successors  and  assigns,  and each of their past,
present and future  shareholders,  officers,  directors,  employees,  agents and
insurers,  from  any  and all  claims,  actions,  causes  of  action,  disputes,
liabilities  or damages,  of any kind,  which may now exist or hereafter  may be
discovered,  specifically  including,  but not  limited  to, any and all claims,
disputes,  actions,  causes of action,  liabilities or damages,  arising from or
relating to --------------'s employment with Company, or the termination of such
employment,  except for any claim for  payment or  performance  pursuant  to the
terms of this  Agreement.  This  release  includes,  but is not  limited to, any
claims that  --------------  might have for reemployment or reinstatement or for
additional  compensation  or  benefits  and applies to claims that he might have
under  either  federal,  state or local law dealing with  employment,  contract,
tort,  wage and hour, or civil rights  matters,  including,  but not limited to,
Title VII of the Civil Rights Act of 1964, the Age  Discrimination in Employment
Act, the  Americans  with  Disabilities  Act, the Family and Medical  Leave Act,
similar state laws, and any regulations  under such laws. This release shall not
affect any accrued rights  --------------  may have under any medical insurance,
workers' compensation or retirement plan because of his prior employment with


<PAGE>



Company.  -------------- ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE HE IS
GIVING UP ALL RIGHTS AND  CLAIMS OF EVERY KIND AND NATURE  WHATSOEVER,  KNOWN OR
UNKNOWN,  CONTINGENT  OR  LIQUIDATED,  THAT HE MAY HAVE AGAINST  Company AND THE
OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

                  4.   CONFIDENTIALITY.   --------------  agrees  to  keep  this
Agreement and each of its terms,  specifically  including without limitation the
amount of the  payment  described  in this  Agreement,  and the fact that he has
received payment,  strictly confidential.  -------------- may disclose the terms
of this  Agreement  only to his attorney or  accountant,  or as required by law.
---------------  understands  that Company may be required to publicly  disclose
the terms of this Agreement.

                  5.  NON-DISPARAGEMENT.   --------------  shall  not  make  any
disparaging or derogatory  remarks of any nature  whatsoever about Company,  its
officers, directors or employees, or its products, either publicly or privately,
unless required by law.

                  6.  NON-ADMISSION  OF LIABILITY.  This Agreement  shall not be
construed as an admission of liability or  wrongdoing  by Company.  Neither this
Agreement  nor  any  of its  terms,  provisions,  or  conditions  constitute  an
admission of liability or  wrongdoing  or may be offered or received in evidence
in any  action or  proceeding  as  evidence  of an  admission  of  liability  or
wrongdoing.

                  7.  EMPLOYMENT  AGREEMENT.   --------------  acknowledges  and
reaffirms his  obligations  under Sections 4 and 6 of the  Employment  Agreement
executed by him in conjunction with his employment at Company. The terms of such
Employment  Agreement  are  hereby  incorporated  herein and made a part of this
Agreement.  --------------  agrees to  strictly  comply  with such  terms of the
Employment Agreement.

                  8.  RETURN OF  PROPERTY.  --------------  agrees to and hereby
represents  that he has  returned to Company all of  Company's  property and all
materials  containing  confidential  information  of  Company,  that were in his
possession or under his control.

                  9. MISCELLANEOUS.

                           9.1 ENTIRE AGREEMENT.  This document  constitutes the
entire,  final,  and complete  agreement and  understanding  of the parties with
respect to the subject matter hereof and supersedes and replaces all written and
oral  agreements and  understandings  heretofore made or existing by and between
the  parties  or their  representatives  with  respect  thereto,  other than the
Employment   Agreement  executed  between  the  parties.   There  have  been  no
representations or commitments by Company to make any payment or perform any act
other than those expressly stated herein.


                                      - 2 -
<PAGE>



                           9.2  WAIVER.  No  waiver  of any  provision  of  this
Agreement shall be deemed,  or shall constitute a wavier of any other provision,
whether or not similar,  nor shall any waiver constitute a continuing waiver. No
waiver  shall be binding  unless  executed in writing by the parties  making the
waiver.

                           9.3  BINDING  EFFECT.  All  rights,   remedies,   and
liabilities  herein given to or imposed upon the parties  shall extend to, inure
to the benefit of and bind, as the  circumstances  may require,  the parties and
their representative heirs, personal representatives, administrators, successors
and assigns.

                           9.4  AMENDMENT.   No  supplement,   modification   or
amendment of this  Agreement  shall be valid,  unless the same is in writing and
signed by both parties.

                           9.5 RECOVERY OF ATTORNEY FEES BY PREVAILING PARTY. If
it  becomes  necessary  to  enforce  this  Agreement,  or any part  hereof,  the
prevailing  party shall be entitled to recover its reasonable  attorney fees and
costs incurred therein, including all attorney fees and costs on appeal.

                           9.6 GOVERNING  LAW. This  Agreement and the rights of
the parties  hereunder  shall be governed,  construed and enforced in accordance
with the laws of the state of  Oregon,  without  regard to its  conflict  of law
principles.  Any  suit or  action  arising  out of or in  connection  with  this
Agreement,  or any breach hereof, shall be brought and maintained in the Circuit
Court of the State of Oregon for the County of  Multnomah.  The  parties  hereby
irrevocably  submit to the  jurisdiction  of such court for the  purpose of such
suit or action and hereby expressly and irrevocably waive, to the fullest extent
permitted  by law, any claim that any such suit or action has been brought in an
inconvenient forum.

                           9.7   --------------   GIVEN  21  DAYS  TO   CONSIDER
AGREEMENT.  --------------  acknowledges  that Company advised him in writing to
consult with an attorney  before  signing this  Agreement and that he has had at
least 21 days to consider whether to execute this Agreement.

                           9.8  REVOCATION.   --------------   may  revoke  this
Agreement by written  notice  delivered  to the  President  and Chief  Executive
Officer  of the  Company  within  seven  days  following  the date he signed the
Agreement.  If not revoked under the preceding sentence,  this Agreement becomes
effective and enforceable after the seven-day period has expired.


                                      - 3 -
<PAGE>


                           9.9 MISCELLANEOUS.  --------------  acknowledges that
he  has  freely  and  voluntarily  executed  this  Agreement,  with  a  complete
understanding of its terms and present and future effects.


[NAME OF EMPLOYEE]                               EPITOPE, INC.



                                                 By:

Date:                                            Title:

                                                 Date:



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