EPITOPE, INC.

                   AMENDED AND RESTATED 1991 STOCK AWARD PLAN

                                    ARTICLE 1
                            ESTABLISHMENT AND PURPOSE

                  1.1 Establishment;  Amendment and Restatement.  Epitope,  Inc.
("Corporation"),  hereby  establishes  the Epitope,  Inc., 1991 Stock Award Plan
(the "Plan"),  effective as of January 8, 1991, subject to shareholder  approval
as  provided  in  Article  17.  The Plan was  previously  amended  and  restated
effective March 25, 1991,  December 8, 1992, December 14, 1993, and December 13,
1994, and is further amended and restated as set forth herein effective December
17, 1996.

                  1.2 Purpose. The purpose of the Plan is to promote and advance
the interests of Corporation  and its  shareholders  by enabling  Corporation to
attract,  retain, and reward key employees,  outside advisors,  and directors of
Corporation  and  its  subsidiaries.  It is  also  intended  to  strengthen  the
mutuality of interests  between such  employees,  advisors,  and  directors  and
Corporation's shareholders. The Plan is designed to meet this intent by offering
stock  options and other  equity-based  incentive  awards,  thereby  providing a
proprietary  interest in  pursuing  the  long-term  growth,  profitability,  and
financial success of Corporation.

                                    ARTICLE 2
                                   DEFINITIONS

                  2.1 Defined  Terms.  For purposes of the Plan,  the  following
terms shall have the meanings set forth below:

                  "ADVISOR"   means  a  member  of  an  Advisory   Committee  of
Corporation or a Subsidiary,  or any other consultant selected by the Committee,
who is neither an employee of  Corporation  or a Subsidiary  nor a  Non-Employee
Director.

                  "ADVISORY  COMMITTEE" means a scientific advisory committee to
Corporation or a Subsidiary.

                  "AGRITOPE SHARE" means a share of Agritope Stock.

                  "AGRITOPE STOCK PROPOSAL DATE" means the effective date of the
amendment of  Corporation's  Articles of  Incorporation to create Agritope Stock
and to redesignate  Corporation's  previously  existing  common stock as Medical
Products Stock.

                  "AGRITOPE  STOCK"  means the  Agritope  Common  Stock,  no par
value,  of Corporation or any security of  Corporation  issued in  substitution,
exchange, or in lieu of such stock.

                  "AWARD"  means  an award or  grant  made to a  Participant  of
Options,  Stock Appreciation Rights,  Restricted Awards,  Performance Awards, or
Other Stock-Based Awards pursuant to the Plan.

                  "AWARD  AGREEMENT"  means an agreement as described in Section
6.4.

                  "BOARD" means the Board of Directors of Corporation.


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                  "CODE" means the Internal Revenue Code of 1986, as amended and
in effect from time to time,  or any  successor  thereto,  together  with rules,
regulations,  and interpretations  promulgated thereunder.  Where the context so
requires, any reference to a particular Code section shall be construed to refer
to the successor provision to such Code section.

                  "COMMITTEE"  means  the  committee  appointed  by the Board to
administer the Plan as provided in Article 3 of the Plan.

                  "COMMON  STOCK"  means the  Common  Stock,  no par  value,  of
Corporation or any security of Corporation issued in substitution,  exchange, or
in lieu of such stock.  For all periods after the Agritope  Stock Proposal Date,
references in this Plan to Common Stock include either Agritope  Stock,  Medical
Products Stock, or both, as the context may require.

                  "CONTINUING  RESTRICTION"  means a  Restriction  contained  in
Sections  6.5(h),  16.4,  16.5, and 16.7 of the Plan and any other  Restrictions
expressly  designated  by the  Committee  in an Award  Agreement as a Continuing
Restriction.

                  "CORPORATION" means Epitope,  Inc., an Oregon corporation,  or
any successor corporation.

                  "DEFERRED  COMPENSATION  OPTION" means a  Nonqualified  Option
granted  with an option  price less than Fair Market  Value on the date of grant
pursuant to Section 7.9 of the Plan.

                  "DISABILITY"  means the condition of being  "disabled"  within
the meaning of Section 422(c)(7) of the Code. However,  the Committee may change
the foregoing definition of "Disability" or may adopt a different definition for
purposes of specific Awards.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended and in effect from time to time,  or any  successor  statute.  Where the
context so requires,  any reference to a particular section of the Exchange Act,
or to any rule  promulgated  under the Exchange Act, shall be construed to refer
to successor provisions to such section or rule.

                  "FAIR  MARKET  VALUE"  means with  respect to either  Agritope
Shares or Medical  Products  Shares,  on a particular day, without regard to any
restrictions  (other than a restriction  which, by its terms, will never lapse),
the mean between the reported high and low sale prices,  or, if there is no sale
on such day, the mean between the  reported bid and asked  prices,  of Shares of
the applicable  class on that day or, if that day is not a trading day, the last
prior  trading  day,  on  the  securities   exchange  or  automated   securities
interdealer quotation system on which such Shares shall have been traded.

                  "INCENTIVE  STOCK  OPTION" or "ISO"  means any Option  granted
pursuant to the Plan that is intended to be and is  specifically  designated  in
its Award Agreement as an "incentive stock option" within the meaning of Section
422 of the Code.

                  "MEDICAL  PRODUCTS  SHARE"  means a share of Medical  Products
Stock.

                  "MEDICAL  PRODUCTS STOCK" means the Epitope  Medical  Products
Common Stock, no par value, of Corporation or any security of Corporation issued
in substitution, exchange, or in lieu of such stock.

                  "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not
an employee of Corporation or any Subsidiary.

                  "NONQUALIFIED  OPTION" or "NQO" means any Option,  including a
Deferred  Compensation  Option,  granted  pursuant  to the  Plan  that is not an
Incentive Stock Option.

                  "OPTION"  means an ISO,  an NQO,  or a  Deferred  Compensation
Option.


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                  "OTHER STOCK-BASED AWARD" means an Award as defined in Section
11.1.

                  "PARTICIPANT"   means  an   employee  of   Corporation   or  a
Subsidiary, an Advisor, or a Non-Employee Director who is granted an Award under
the Plan.

                  "PERFORMANCE  AWARD"  means an Award  granted  pursuant to the
provisions  of Article 10 of the Plan,  the  Vesting of which is  contingent  on
performance attainment.

                  "PERFORMANCE  CYCLE"  means a  designated  performance  period
pursuant to the provisions of Section 10.3 of the Plan.

                  "PERFORMANCE  GOAL" means a designated  performance  objective
pursuant to the provisions of Section 10.4 of the Plan.

                  "PLAN" means this  Epitope,  Inc.,  1991 Stock Award Plan,  as
amended and restated  and set forth  herein and as it may be  hereafter  amended
from time to time.

                  "REPORTING  PERSON" means a Participant  who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.

                  "RESTRICTED  AWARD" means a  Restricted  Share or a Restricted
Unit granted pursuant to Article 9 of the Plan.

                  "RESTRICTED  SHARE" means an Award described in Section 9.1(a)
of the Plan.

                  "RESTRICTED UNIT" means an Award of units representing  Shares
described in Section 9.1(b) of the Plan.

                  "RESTRICTION"  means a  provision  in the  Plan or in an Award
Agreement which limits the exercisability or  transferability,  or which governs
the  forfeiture,  of an Award or the Shares,  cash,  or other  property  payable
pursuant to an Award.

                  "RETIREMENT" means:

                  (a) For Participants who are employees, retirement from active
         employment with Corporation and its Subsidiaries at or after age 50, or
         such earlier  retirement date as approved by the Committee for purposes
         of the Plan;

                  (b)  For   Participants   who  are   Non-Employee   Directors,
         termination of membership on the Board after  attaining age 50, or such
         earlier  retirement  date as approved by the  Committee for purposes of
         the Plan; and

                  (c) For Participants who are Advisors,  termination of service
         as an Advisor after  attaining age 50, or such earlier  retirement date
         as approved by the Committee for purposes of the Plan.

However,  the Committee may change the foregoing  definition of  "Retirement" or
may adopt a different definition for purposes of specific Awards.

                  "SHARE" means a share of Common  Stock.  For all periods after
the Agritope  Stock  Proposal  Date,  references in this Plan to Shares  include
either Agritope Shares,  Medical  Products  Shares,  or both, as the context may
require.

                  "STOCK  APPRECIATION RIGHT" or "SAR" means an Award to benefit
from the  appreciation  of Common Stock  granted  pursuant to the  provisions of
Article 8 of the Plan.


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                  "SUBSIDIARY"  means a "subsidiary  corporation" of Corporation
within the meaning of Section 425 of the Code,  namely any  corporation in which
Corporation  directly  or  indirectly  controls  50 percent or more of the total
combined voting power of all classes of stock having voting power.

                  "VEST" or "VESTED" means:

                  (a) In the case of an Award that requires  exercise,  to be or
         to  become   immediately   and  fully   exercisable  and  free  of  all
         Restrictions (other than Continuing Restrictions);

                  (b) In the case of an Award that is subject to forfeiture,  to
         be or to become  nonforfeitable,  freely transferable,  and free of all
         Restrictions (other than Continuing Restrictions);

                  (c) In the case of an Award that is  required  to be earned by
         attaining  specified  Performance  Goals, to be or to become earned and
         nonforfeitable,  freely  transferable,  and  free  of all  Restrictions
         (other than Continuing Restrictions); or

                  (d) In the case of any other Award as to which  payment is not
         dependent solely upon the exercise of a right,  election,  exercise, or
         option,  to be  or to  become  immediately  payable  and  free  of  all
         Restrictions (except Continuing Restrictions).

                  2.2 Gender and Number. Except where otherwise indicated by the
context,  any  masculine  or  feminine  terminology  used in the Plan shall also
include the opposite  gender;  and the  definition of any term in Section 2.1 in
the singular shall also include the plural, and vice versa.

                                    ARTICLE 3
                                 ADMINISTRATION

                  3.1 General. Except as provided in Section 3.7, the Plan shall
be administered by a Committee composed as described in Section 3.2.

                  3.2  Composition  of the  Committee.  The  Committee  shall be
appointed  by the  Board  from  among  its  members  in a number  and with  such
qualifications  as will  meet  the  requirements  for  approval  by a  committee
pursuant to Rule 16b-3 under the  Exchange  Act. The Board may from time to time
remove  members  from,  or add  members  to,  the  Committee.  Vacancies  on the
Committee,  however caused, shall be filled by the Board. The initial members of
the  Committee  shall  be  the  members  of  Corporation's   existing  Executive
Compensation  Committee.  The  Board  may  at any  time  replace  the  Executive
Compensation  Committee with another Committee.  In the event that the Executive
Compensation  Committee  shall cease to satisfy the  requirements of Rule 16b-3,
the Board shall appoint another Committee satisfying such requirements.

                  3.3 Authority of the Committee.  The Committee shall have full
power and authority  (subject to such orders or  resolutions as may be issued or
adopted  from  time to time by the  Board)  to  administer  the Plan in its sole
discretion, including the authority to:

                  (a)  Construe and interpret the Plan and any Award Agreement;

                  (b)  Promulgate,  amend,  and  rescind  rules  and  procedures
         relating to the implementation of the Plan;

                  (c) With respect to employees and Advisors:

                           (i) Select the  employees  and  Advisors who shall be
                  granted Awards;

                           (ii)  Determine  the number and types of Awards to be
                  granted to each such Participant;


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                           (iii)  Determine  the  number  of  Shares,  or  Share
                  equivalents,  to be  subject  to each  Award and  whether  the
                  Shares subject to an Award are to be Agritope Shares,  Medical
                  Products Shares, or a combination of both;

                           (iv) Determine the option price, purchase price, base
                  price, or similar feature for any Award; and

                           (v)  Determine  all the terms and  conditions  of all
                  Award  Agreements,  consistent  with the  requirements  of the
                  Plan.

Decisions of the Committee,  or any delegate as permitted by the Plan,  shall be
final, conclusive, and binding on all Participants.

                  3.4 Action by the Committee.  A majority of the members of the
Committee  shall  constitute a quorum for the  transaction  of business.  Action
approved by a majority  of the members  present at any meeting at which a quorum
is present,  or action in writing by all the members of the Committee,  shall be
the valid acts of the Committee.

                  3.5 Delegation.  Notwithstanding the foregoing,  the Committee
may delegate to one or more officers of  Corporation  the authority to determine
the recipients,  types, amounts, and terms of Awards granted to Participants who
are not Reporting Persons.

                  3.6 Liability of Committee Members. No member of the Committee
shall be liable for any action or determination  made in good faith with respect
to the Plan, any Award, or any Participant.

                  3.7  Awards  to  Non-Employee  Directors.  The Board may grant
Awards  from time to time to  Non-Employee  Directors.  Awards  to  Non-Employee
Directors  shall be governed by and shall be subject to the terms and conditions
set forth in an Award Agreement in a form approved by the Board.

                  3.8 Costs of Plan. The costs and expenses of administering the
Plan shall be borne by Corporation.

                                    ARTICLE 4
               DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN


                  4.1  Duration of the Plan.  The Plan is  effective  January 8,
1991,  subject to approval by Corporation's  shareholders as provided in Article
17. The Plan shall remain in effect until Awards have been granted  covering all
the  available  Shares  or the  Plan  is  otherwise  terminated  by  the  Board.
Termination of the Plan shall not affect outstanding Awards.

                  4.2  Shares Subject to the Plan.

                  4.2.1 General.  The shares which may be made subject to Awards
under the Plan shall be Shares of Common Stock,  which may be either  authorized
and unissued Shares or reacquired  Shares.  No fractional Shares shall be issued
under the Plan. If an Award under the Plan is canceled or expires for any reason
prior to having been fully Vested or exercised by a Participant or is settled in
cash in lieu of Shares or is exchanged for other Awards,  all Shares  covered by
such  Awards  shall  be  made  available  for  future  Awards  under  the  Plan.
Furthermore,  any Shares  used as full or partial  payment to  Corporation  by a
Participant of the option, purchase, or other exercise price of an Award and any
Shares covered by a Stock  Appreciation Right which are not issued upon exercise
shall become available for future Awards.

                  4.2.2 Medical Products  Shares.  The maximum number of Medical
Products  Shares  for  which  Awards  may be  granted  under  the Plan  shall be
3,400,000 Medical Products Shares, plus the number of Shares


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which were available for grant under  Corporation's  Incentive Stock Option Plan
for Key Employees of Epitope,  Inc. (the "ISOP"), on January 8, 1991, subject to
adjustment pursuant to Article 14.

                  4.2.3 Agritope  Shares.  The maximum number of Agritope Shares
for which Awards may be granted under the Plan shall be (i)  1,000,000  Agritope
Shares plus (ii) that number of Agritope  Shares which is one-half of the number
of shares of Epitope  Common Stock  (rounded  down to the nearest  whole number)
subject to  outstanding  Options under the Plan on the Agritope  Stock  Proposal
Date, in each case subject to adjustment pursuant to Article 14.

                  4.2.4  Availability  of Shares for Future Awards.  If an Award
under the Plan or under the ISOP is canceled or expires for any reason  prior to
having been fully Vested or exercised by a Participant  or is settled in cash in
lieu of Shares or is  exchanged  for other  Awards,  all Shares  covered by such
Awards shall be made  available for future  Awards under the Plan.  Furthermore,
any Shares used as full or partial  payment to  Corporation  by a Participant of
the option, purchase, or other exercise price of an Award and any Shares covered
by a Stock  Appreciation  Right which are not issued upon exercise  shall become
available for future Awards.

                                    ARTICLE 5
                                   ELIGIBILITY

                  5.1 Employees  and Advisors.  Officers and other key employees
of Corporation and its Subsidiaries (who may also be directors of Corporation or
a Subsidiary)  and Advisors  who, in the  Committee's  judgment,  are or will be
contributors  to the  long-term  success of  Corporation  shall be  eligible  to
receive Awards under the Plan.

                  5.2 Non-Employee  Directors.  All Non-Employee Directors shall
be eligible to receive Awards as provided in Section 3.7 of the Plan.

                                    ARTICLE 6
                                     AWARDS

                  6.1 Types of Awards.  The types of Awards  that may be granted
under the Plan are:

                  (a)  Options governed by Article 7 of the Plan;

                  (b) Stock  Appreciation  Rights  governed  by Article 8 of the
         Plan;

                  (c)  Restricted Awards governed by Article 9 of the Plan;

                  (d) Performance Awards governed by Article 10 of the Plan; and

                  (e) Other Stock-Based Awards or combination awards governed by
         Article 11 of the Plan.

In the discretion of the Committee,  any Award may be granted alone, in addition
to, or in tandem with other Awards under the Plan.

                  6.2  General.  Subject  to the  limitations  of the Plan,  the
Committee may cause  Corporation to grant Awards to such  Participants,  at such
times,  of such  types,  in such  amounts,  for such  periods,  with such option
prices, purchase prices, or base prices, and subject to such terms,  conditions,
limitations,  and restrictions as the Committee,  in its discretion,  shall deem
appropriate.  Awards may be granted as additional  compensation to a Participant
or in lieu of other compensation to such Participant.  A Participant may receive
more than one Award and more than one type of Award under the Plan.


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                  6.3 Nonuniform Determinations.  The Committee's determinations
under  the  Plan  or  under  one or more  Award  Agreements,  including  without
limitation,  (a) the selection of Participants to receive Awards,  (b) the type,
form,  amount, and timing of Awards, (c) the terms of specific Award Agreements,
and (d)  elections  and  determinations  made by the  Committee  with respect to
exercise  or  payments  of Awards,  need not be  uniform  and may be made by the
Committee selectively among Participants and Awards, whether or not Participants
are similarly situated.

                  6.4 Award  Agreements.  Each  Award  shall be  evidenced  by a
written  Award  Agreement  between   Corporation  and  the  Participant.   Award
Agreements  may,  subject to the  provisions of the Plan,  contain any provision
approved by the Committee.

                  6.5  Provisions  Governing  All  Awards.  All Awards  shall be
subject to the following provisions:

                  (a) Type of Shares. Each Award Agreement shall specify whether
         the  Award  covers  Agritope  Shares,  Medical  Products  Shares,  or a
         specified combination of both.

                  (b) Alternative  Awards. If any Awards are designated in their
         Award  Agreements as alternative to each other,  the exercise of all or
         part of one Award  automatically shall cause an immediate equal (or pro
         rata)  corresponding  termination  of the  other  alternative  Award or
         Awards.

                  (c)  Rights as  Shareholders.  No  Participant  shall have any
         rights of a  shareholder  with  respect  to Shares  subject to an Award
         until such Shares are issued in the name of the Participant.

                  (d)  Employment  Rights.  Neither the adoption of the Plan nor
         the  granting  of any Award  shall  confer on any  person  the right to
         continued employment with Corporation or any Subsidiary or the right to
         remain  as a  director  of  Corporation  or a  member  of any  Advisory
         Committee,  as the case may be, nor shall it  interfere in any way with
         the right of  Corporation  or a Subsidiary  to terminate  such person's
         employment  or to remove  such person as an Advisor or as a director at
         any time for any reason, with or without cause.

                  (e) Termination Of Employment.  The terms and conditions under
         which an  Award  may be  exercised,  if at all,  after a  Participant's
         termination of employment or service as an Advisor or as a Non-Employee
         Director  shall be  determined  by the  Committee  and specified in the
         applicable Award Agreement.

                  (f) Change in Control. The Committee,  in its discretion,  may
         provide in any Award Agreement that in the event of a change in control
         of  Corporation  (as the  Committee  may define  such term in the Award
         Agreement), as of the date of such change in control:

                           (i) All, or a specified  portion of, Awards requiring
                  exercise  shall  become  fully  and  immediately  exercisable,
                  notwithstanding any other limitations on exercise;

                           (ii) All, or a specified  portion of, Awards  subject
                  to Restrictions shall become fully Vested; and

                           (iii) All, or a specified  portion of, Awards subject
                  to  Performance  Goals  shall be  deemed  to have  been  fully
                  earned.

         The  Committee,  in its  discretion,  may  include  change  in  control
         provisions  in some Award  Agreements  and not in others,  may  include
         different change in control  provisions in different Award  Agreements,
         and may include  change in control  provisions  for some Awards or some
         Participants and not for others.

                  (g) Reporting  Persons.  With respect to all Awards granted to
         Reporting Persons, the Award Agreement shall provide that:


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                           (i)   Awards   requiring   exercise   shall   not  be
                  exercisable until at least six months after the date the Award
                  was granted,  except in the case of the death or Disability of
                  the Participant; and

                           (ii)  Shares  issued  pursuant to any other Award may
                  not be sold by the  Participant  for at least six months after
                  acquisition,  except in the case of the death or Disability of
                  the Participant;

         provided,  however, that (unless an Award Agreement provides otherwise)
         the  limitation  of this  Section  6.5(g) shall apply only if or to the
         extent  required by Rule 16b-3 under the Exchange Act or any applicable
         successor  provision.  Award Agreements for Awards to Reporting Persons
         shall also  comply  with any future  restrictions  imposed by such Rule
         16b-3.

                  (h)  Service  Periods.  At the time of  granting  Awards,  the
         Committee may specify,  by resolution  or in the Award  Agreement,  the
         period or  periods  of  service  performed  or to be  performed  by the
         Participant in connection with the grant of the Award.

                                    ARTICLE 7
                                     OPTIONS

                  7.1 Types of Options. Options granted under the Plan may be in
the form of Incentive Stock Options or Nonqualified  Options (including Deferred
Compensation  Options).  The  grant  of  each  Option  and the  Award  Agreement
governing  each  Option  shall  identify  the Option as an ISO or an NQO. In the
event the Code is amended  to provide  for  tax-favored  forms of stock  options
other than or in addition to Incentive  Stock  Options,  the Committee may grant
Options under the Plan meeting the requirements of such forms of options.

                  7.2  General.  Options  shall  be  subject  to the  terms  and
conditions  set forth in  Article 6 and this  Article 7 and shall  contain  such
additional terms and conditions, not inconsistent with the express provisions of
the Plan, as the Committee (or the Board with respect to Awards to  Non-Employee
Directors) shall deem desirable.

                  7.3 Option Price. Each Award Agreement for Options shall state
the  option  exercise  price  per Share of Common  Stock  purchasable  under the
Option, which shall not be less than:

                  (a) $1  per  share  in the  case  of a  Deferred  Compensation
         Option;

                  (b) 75 percent of the Fair Market Value of a Share on the date
         of grant for all other Nonqualified Options; or

                  (c) 100  percent  of the Fair  Market  Value of a Share on the
         date of grant for all Incentive Stock Options.

                  7.4 Option  Term.  The Award  Agreement  for each Option shall
specify the term of each Option,  which may be unlimited or may have a specified
period during which the Option may be exercised, as determined by the Committee.

                  7.5 Time of  Exercise.  The Award  Agreement  for each  Option
shall specify, as determined by the Committee:

                  (a) The time or times when the Option shall become exercisable
         and whether the Option shall become exercisable in full or in graduated
         amounts over a period specified in the Award Agreement;

                  (b) Such other terms, conditions,  and restrictions as to when
         the Option may be exercised as shall be  determined  by the  Committee;
         and


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                  (c) The  extent,  if any,  to which the  Option  shall  remain
         exercisable after the Participant ceases to be an employee, Advisor, or
         director of Corporation or a Subsidiary.

An Award  Agreement  for an Option  may,  in the  discretion  of the  Committee,
provide  whether,  and to what extent,  the Option will become  immediately  and
fully  exercisable (i) in the event of the death,  Disability,  or Retirement of
the  Participant,  or (ii)  upon  the  occurrence  of a  change  in  control  of
Corporation.

                  7.6 Method of Exercise.  The Award  Agreement  for each Option
shall  specify the method or methods of payment  acceptable  upon exercise of an
Option.  An Award Agreement may provide that the option price is payable in full
in cash or, at the discretion of the Committee:

                  (a) In  installments on such terms and over such period as the
         Committee shall determine;

                  (b)  In  previously  acquired  Shares  (including   Restricted
         Shares);

                  (c)  By  surrendering   outstanding   Awards  under  the  Plan
         denominated in Shares or in Share-equivalent units;

                  (d) 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 Corporation in
                  payment of all or a part of the option  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  Corporation  in payment of all or a part
                  of the option price and withholding taxes due; or

                  (e) In any  combination  of the foregoing or in any other form
         approved by the Committee.

If Restricted  Shares are  surrendered  in full or partial  payment of an Option
price, a  corresponding  number of the Shares issued upon exercise of the Option
shall be Restricted  Shares subject to the same  Restrictions as the surrendered
Restricted Shares.

                  7.7 Special Rules for Incentive Stock Options.  In the case of
an Option  designated as an Incentive Stock Option,  the terms of the Option and
the Award  Agreement  shall be in conformance  with the statutory and regulatory
requirements specified in Section 422 of the Code, as in effect on the date such
ISO is  granted.  ISOs may be granted  only to  employees  of  Corporation  or a
Subsidiary. ISOs may not be granted under the Plan after January 8, 2001, unless
the ten-year limitation of Section 422(b)(2) of the Code is removed or extended.

                  7.8 Restricted Shares. In the discretion of the Committee, the
Shares  issuable  upon  exercise  of an Option  may be  Restricted  Shares if so
provided in the Award Agreement.

                  7.9 Deferred  Compensation  Options. The Committee may, in its
discretion,  grant Deferred  Compensation Options with an option price less than
Fair  Market  Value to provide a means for  deferral of  compensation  to future
dates. The option price shall be determined by the Committee  subject to Section
7.3(a) of the Plan.  The number of Shares  subject  to a  Deferred  Compensation
Option shall be determined by the Committee, in its discretion,  by dividing the
amount of compensation to be deferred by the difference  between the Fair Market
Value  of a Share  on the date of grant  and the  option  price of the  Deferred
Compensation Option. Amounts of compensation deferred with Deferred Compensation
Options may include  amounts earned under Awards granted under the Plan or under
any other compensation program or arrangement of Corporation as permitted by the
Committee. The Committee shall grant Deferred Compensation Options only if it


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<PAGE>


reasonably  determines  that the recipient of such an Option is not likely to be
deemed to be in constructive receipt for income tax purposes of the income being
deferred.

                  7.10 Reload Options.  The Committee,  in its  discretion,  may
provide in an Award  Agreement  for an Option that in the event all or a portion
of the Option is exercised by the Participant using previously  acquired Shares,
the Participant  shall  automatically  be granted a replacement  Option (with an
option  price  equal  to the  Fair  Market  Value of a Share on the date of such
exercise)  for a number of Shares equal to (or equal to a portion of) the number
of shares  surrendered upon exercise of the Option.  Such reload Option features
may be subject to such terms and  conditions as the Committee  shall  determine,
including without limitation, a condition that the Participant retain the Shares
issued upon exercise of the Option for a specified period of time.

                  7.11 Limitation on Number of Shares Subject to Options.  In no
event may  options  for more than  500,000  Shares be granted to any  individual
under the Plan during any fiscal year period.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

                  8.1 General. Stock Appreciation Rights shall be subject to the
terms and conditions set forth in Article 6 and this Article 8 and shall contain
such additional terms and conditions, not inconsistent with the express terms of
the Plan, as the Committee (or the Board with respect to Awards to  Non-Employee
Directors) shall deem desirable.

                  8.2 Nature of Stock  Appreciation  Right. A Stock Appreciation
Right is an Award  entitling  a  Participant  to receive an amount  equal to the
excess (or if the Committee  shall  determine at the time of grant, a portion of
the excess) of the Fair Market  Value of a Share of Common  Stock on the date of
exercise  of the SAR over the base price,  as  described  below,  on the date of
grant of the SAR,  multiplied  by the number of Shares with respect to which the
SAR  shall  have been  exercised.  The base  price  shall be  designated  by the
Committee in the Award Agreement for the SAR and may be the Fair Market Value of
a Share on the grant date of the SAR or such other  higher or lower price as the
Committee shall determine.

                  8.3 Exercise. A Stock Appreciation Right may be exercised by a
Participant in accordance  with  procedures  established  by the Committee.  The
Committee may also provide that a SAR shall be automatically exercised on one or
more  specified  dates  or  upon  the  satisfaction  of  one or  more  specified
conditions.  In the case of SARs granted to Reporting  Persons,  exercise of the
SAR shall be limited by the Committee to the extent  required to comply with the
applicable requirements of Rule 16b-3 under the Exchange Act.

                  8.4  Form  of  Payment.  Payment  upon  exercise  of  a  Stock
Appreciation Right may be made in cash, in installments,  in Shares, by issuance
of a Deferred Compensation Option, or in any combination of the foregoing, or in
any other form as the Committee shall determine.

                                    ARTICLE 9
                                RESTRICTED AWARDS

                  9.1 Types of  Restricted  Awards.  Restricted  Awards  granted
under the Plan may be in the form of  either  Restricted  Shares  or  Restricted
Units.

                  (a)  Restricted  Shares.  A  Restricted  Share  is an Award of
         Shares  transferred  to  a  Participant   subject  to  such  terms  and
         conditions  as the  Committee  deems  appropriate,  including,  without
         limitation,  restrictions on the sale,  assignment,  transfer, or other
         disposition  of such  Restricted  Shares and may include a  requirement
         that the Participant forfeit such Restricted Shares back to Corporation
         upon termination of Participant's employment (or service as an Advisor)
         for specified  reasons within a specified  period of time or upon other
         conditions,  as set forth in the Award  Agreement  for such  Restricted
         Shares. Each Participant receiving a Restricted Share shall be issued a
         stock certificate in


                                     - 10 -
<PAGE>


         respect of such Shares, registered in the name of such Participant, and
         shall  execute  a stock  power  in blank  with  respect  to the  Shares
         evidenced  by  such  certificate.   The  certificate   evidencing  such
         Restricted  Shares  and the stock  power  shall be held in  custody  by
         Corporation until the Restrictions thereon shall have lapsed.

                  (b) Restricted  Units. A Restricted  Unit is an Award of units
         (with each unit having a value  equivalent  to one Share)  granted to a
         Participant subject to such terms and conditions as the Committee deems
         appropriate, and may include a requirement that the Participant forfeit
         such Restricted Units upon termination of Participant's  employment (or
         service as an Advisor) for specified  reasons within a specified period
         of time or upon other  conditions,  as set forth in the Award Agreement
         for such Restricted Units.

                  9.2 General.  Restricted  Awards shall be subject to the terms
and conditions of Article 6 and this Article 9 and shall contain such additional
terms and conditions,  not inconsistent with the express provisions of the Plan,
as the Committee (or the Board with respect to Awards to Non-Employee Directors)
shall deem desirable.

                  9.3 Restriction  Period.  Restricted Awards shall provide that
such Awards, and the Shares subject to such Awards, may not be transferred,  and
may  provide  that,  in order  for a  Participant  to Vest in such  Awards,  the
Participant  must  remain  in  the  employment  (or  remain  as an  Advisor)  of
Corporation or its Subsidiaries,  subject to relief for reasons specified in the
Award Agreement,  for a period commencing on the date of the Award and ending on
such later date or dates as the Committee may designate at the time of the Award
(the "Restriction Period"). During the Restriction Period, a Participant may not
sell,  assign,  transfer,  pledge,  encumber,  or  otherwise  dispose  of Shares
received under or governed by a Restricted  Award grant.  The Committee,  in its
sole  discretion,  may provide  for the lapse of  restrictions  in  installments
during the Restriction  Period.  Upon  expiration of the applicable  Restriction
Period  (or  lapse of  Restrictions  during  the  Restriction  Period  where the
Restrictions  lapse  in  installments)  the  Participant  shall be  entitled  to
settlement  of the  Restricted  Award or  portion  thereof,  as the case may be.
Although Restricted Awards shall usually Vest based on continued  employment (or
service as an Advisor) and  Performance  Awards under  Article 10 shall  usually
Vest based on attainment of Performance Goals, the Committee, in its discretion,
may condition Vesting of Restricted Awards on attainment of Performance Goals as
well as  continued  employment  (or service as an  Advisor).  In such case,  the
Restriction Period for such a Restricted Award shall include the period prior to
satisfaction of the Performance Goals.

                  9.4 Forfeiture.  If a Participant  ceases to be an employee or
Advisor of Corporation  or a Subsidiary  during the  Restriction  Period for any
reason other than reasons which may be specified in an Award  Agreement (such as
death,  Disability,  or  Retirement)  the Award  Agreement  may require that all
non-Vested  Restricted Awards previously granted to the Participant be forfeited
and returned to Corporation.

                  9.5  Settlement of Restricted Awards.

                  (a)  Restricted  Shares.  Upon Vesting of a  Restricted  Share
Award,  the legend on such Shares will be removed  and the  Participant's  stock
power will be returned and the Shares will no longer be Restricted  Shares.  The
Committee may also, in its discretion,  permit a Participant to receive, in lieu
of unrestricted Shares at the conclusion of the Restriction  Period,  payment in
cash,  installments,  or by issuance of a Deferred  Compensation Option equal to
the Fair Market Value of the Restricted  Shares as of the date the  Restrictions
lapse.

                  (b) Restricted Units. Upon Vesting of a Restricted Unit Award,
a Participant  shall be entitled to receive  payment for Restricted  Units in an
amount equal to the  aggregate  Fair Market Value of the Shares  covered by such
Restricted Units at the expiration of the Applicable Restriction Period. Payment
in  settlement  of a  Restricted  Unit  shall  be made  as  soon as  practicable
following  the  conclusion  of the  applicable  Restriction  Period in cash,  in
installments,  in Shares equal to the number of Restricted Units, by issuance of
a Deferred  Compensation  Option,  or in any other manner or combination of such
methods as the Committee, in its sole discretion, shall determine.


                                     - 11 -
<PAGE>


                  9.6 Rights as a Shareholder.  A Participant  shall have,  with
respect to unforfeited  Shares received under a grant of Restricted  Shares, all
the rights of a  shareholder  of  Corporation,  including  the right to vote the
shares, and the right to receive any cash dividends. Stock dividends issued with
respect to Restricted  Shares shall be treated as additional  Shares  covered by
the grant of Restricted Shares and shall be subject to the same Restrictions.

                                   ARTICLE 10
                               PERFORMANCE AWARDS

                  10.1 General. Performance Awards shall be subject to the terms
and conditions set forth in Article 6 and this Article 10 and shall contain such
other terms and conditions not inconsistent  with the express  provisions of the
Plan,  as the  Committee  (or the Board with  respect to Awards to  Non-Employee
Directors) shall deem desirable.

                  10.2 Nature of Performance  Awards. A Performance  Award is an
Award of units (with each unit having a value  equivalent to one Share)  granted
to a Participant  subject to such terms and  conditions  as the Committee  deems
appropriate, including, without limitation, the requirement that the Participant
forfeit  such  Performance  Award or a portion  thereof  in the event  specified
performance criteria are not met within a designated period of time.

                  10.3  Performance  Cycles.  For each  Performance  Award,  the
Committee shall designate a performance period (the "Performance  Cycle") with a
duration to be  determined  by the  Committee  in its  discretion  within  which
specified Performance Goals are to be attained. There may be several Performance
Cycles in existence at any one time and the duration of  Performance  Cycles may
differ from each other.

                  10.4   Performance   Goals.   The  Committee  shall  establish
Performance  Goals for each Performance  Cycle on the basis of such criteria and
to  accomplish  such  objectives  as the Committee may from time to time select.
Performance  Goals  may be based on  performance  criteria  for  Corporation,  a
Subsidiary,  or an  operating  group,  or  based on a  Participant's  individual
performance.  Performance Goals may include  objective and subjective  criteria.
During any Performance Cycle, the Committee may adjust the Performance Goals for
such  Performance  Cycle as it deems  equitable  in  recognition  of  unusual or
nonrecurring  events  affecting  Corporation,  changes in applicable tax laws or
accounting principles, or such other factors as the Committee may determine.

                  10.5 Determination of Awards. As soon as practicable after the
end of a Performance  Cycle,  the Committee  shall determine the extent to which
Performance  Awards have been earned on the basis of  performance in relation to
the established Performance Goals.

                  10.6  Timing  and  Form  of  Payment.   Settlement  of  earned
Performance Awards shall be made to the Participant as soon as practicable after
the expiration of the Performance Cycle and the Committee's  determination under
Section 10.5, in the form of cash,  installments,  Shares, Deferred Compensation
Options,  or any  combination  of the  foregoing  or in any  other  form  as the
Committee shall determine.

                                   ARTICLE 11
                    OTHER STOCK-BASED AND COMBINATION AWARDS

                  11.1 Other  Stock-Based  Awards.  The  Committee (or the Board
with respect to Awards to  Non-Employee  Directors) may grant other Awards under
the Plan  pursuant  to which  Shares  are or may in the future be  acquired,  or
Awards  denominated in or measured by Share equivalent  units,  including Awards
valued  using  measures  other  than the  market  value of  Shares.  Such  Other
Stock-Based  Awards may be granted  either  alone,  in addition to, or in tandem
with, any other type of Award granted under the Plan.

                  11.2 Combination  Awards.  The Committee may also grant Awards
under the Plan in tandem or  combination  with other  Awards or in  exchange  of
Awards, or in tandem or combination with, or as


                                     - 12 -
<PAGE>


alternatives  to, grants or rights under any other employee plan of Corporation,
including the plan of any acquired entity.  No action authorized by this section
shall  reduce  the  amount of any  existing  benefits  or  change  the terms and
conditions thereof without the Participant's consent.

                                   ARTICLE 12
                               DEFERRAL ELECTIONS

                  The  Committee  may  permit  a  Participant  to elect to defer
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such  Participant by virtue of the exercise,  earn-out,  or Vesting of an
Award made under the Plan.  If any such  election is  permitted,  the  Committee
shall establish rules and procedures for such payment deferrals,  including, but
not limited to: (a) payment or crediting of reasonable interest on such deferred
amounts  credited in cash, (b) the payment or crediting of dividend  equivalents
in respect of deferrals  credited in Share equivalent  units, or (c) granting of
Deferred Compensation Options.

                                   ARTICLE 13
                              DIVIDEND EQUIVALENTS

                  Any Awards  may,  at the  discretion  of the  Committee,  earn
dividend  equivalents.  In respect of any such Award which is  outstanding  on a
dividend  record date for Common Stock,  the Participant may be credited with an
amount equal to the amount of cash or stock  dividends that would have been paid
on the Shares  covered by such Award,  had such  covered  Shares been issued and
outstanding  on such dividend  record date. The Committee  shall  establish such
rules and procedures governing the crediting of dividend equivalents,  including
the  timing,  form of  payment,  and  payment  contingencies  of  such  dividend
equivalents, as it deems are appropriate or necessary.

                                   ARTICLE 14
                ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

                  14.1 Plan Does Not Restrict Corporation.  The existence of the
Plan and the Awards  granted  hereunder  shall not affect or restrict in any way
the right or power of the Board or the  shareholders  of  Corporation to make or
authorize any adjustment,  recapitalization,  reorganization, or other change in
Corporation's capital structure or its business,  any merger or consolidation of
the Corporation,  any issue of bonds, debentures,  preferred or prior preference
stocks ahead of or affecting  Corporation's capital stock or the rights thereof,
the  dissolution or liquidation of Corporation or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding.

                  14.2 Adjustments by the Committee.  In the event of any change
in  capitalization  affecting the Common Stock of  Corporation,  such as a stock
dividend,  stock  split,  recapitalization,   merger,  consolidation,  split-up,
combination or exchange of shares or other form of reorganization,  or any other
change affecting the Common Stock, such  proportionate  adjustments,  if any, as
the  Committee,  in its sole  discretion,  may deem  appropriate to reflect such
change,  shall be made with respect to the aggregate  number of Shares for which
Awards in respect  thereof may be granted under the Plan,  the maximum number of
Shares  which may be sold or  awarded to any  Participant,  the number of Shares
covered  by each  outstanding  Award,  and the  price per  Share in  respect  of
outstanding  Awards.  The Committee may also make such adjustments in the number
of Shares covered by, and price or other value of any outstanding  Awards in the
event of a spin-off or other distribution (other than normal cash dividends), of
Corporation assets to shareholders.

                                   ARTICLE 15
                            AMENDMENT AND TERMINATION

                  Without further  approval of Corporation's  shareholders,  the
Board may at any time  terminate  the Plan, or may amend it from time to time in
such  respects as the Board may deem  advisable,  except that the Board may not,
without approval of the  shareholders,  make any amendment that would materially
increase the


                                     - 13 -
<PAGE>


aggregate  number of shares of Common  Stock  that may be issued  under the Plan
(except for  adjustments  pursuant to Article 14 of the Plan).  Without  further
shareholder approval,  the Board may amend the Plan to take into account changes
in applicable  securities,  federal income tax laws, and other  applicable laws.
Further,  should the provisions of Rule 16b-3, or any successor rule,  under the
Exchange Act be amended,  the Board, without further shareholder  approval,  may
amend the Plan as necessary to comply with any modifications to such rule.

                                   ARTICLE 16
                                  MISCELLANEOUS

                  16.1  Tax Withholding.

                  16.1.1  General.  Corporation  shall  have the right to deduct
from any settlement, including the delivery or vesting of Shares, made under the
Plan any  federal,  state,  or local  taxes  of any kind  required  by law to be
withheld  with  respect to such  payments or to take such other action as may be
necessary  in the  opinion of  Corporation  to satisfy all  obligations  for the
payment of such taxes.  The recipient of any payment or  distribution  under the
Plan shall make arrangements satisfactory to Corporation for the satisfaction of
any such withholding tax obligations.  Corporation shall not be required to make
any such  payment or  distribution  under the Plan until  such  obligations  are
satisfied.

                  16.1.2  Stock   Withholding.   The  Committee,   in  its  sole
discretion, may permit a Participant to satisfy all or a part of the withholding
tax  obligations  incident to the  settlement of an Award  involving  payment or
delivery of Shares to the Participant by having  Corporation  withhold a portion
of the Shares that would otherwise be issuable to the  Participant.  Such Shares
shall be valued based on their Fair Market Value on the date the tax withholding
is required to be made. Any stock withholding with respect to a Reporting Person
shall be subject to such  limitations as the Committee may impose to comply with
the requirements of the Exchange Act.

                  16.2 Unfunded Plan. The Plan shall be unfunded and Corporation
shall  not be  required  to  segregate  any  assets  that  may at  any  time  be
represented by Awards under the Plan. Any liability of Corporation to any person
with  respect  to any  Award  under  the Plan  shall be  based  solely  upon any
contractual  obligations  that may be  effected  pursuant  to the Plan.  No such
obligation  of  Corporation  shall be deemed to be  secured by any pledge of, or
other encumbrance on, any property of Corporation.

                  16.3  Payments to Trust.  The Committee is authorized to cause
to be established a trust agreement or several trust  agreements  whereunder the
Committee may make payments of amounts due or to become due to  Participants  in
the Plan.

                  16.4 Annulment of Awards. Any Award Agreement may provide that
the  grant of an Award  payable  in cash is  provisional  until  cash is paid in
settlement  thereof or that grant of an Award  payable in Shares is  provisional
until the Participant becomes entitled to the certificate in settlement thereof.
In the event the  employment  (or  service as an Advisor  or  membership  on the
Board) of a Participant  is terminated for cause (as defined  below),  any Award
which is provisional  shall be annulled as of the date of such  termination  for
cause. For the purpose of this Section 16.4, the term "for cause" shall have the
meaning  set  forth  in the  Participant's  employment  agreement,  if  any,  or
otherwise means any discharge (or removal) for material or flagrant violation of
the policies and  procedures  of  Corporation  or for other job  performance  or
conduct which is materially detrimental to the best interests of Corporation, as
determined by the Committee.

                  16.5  Engaging  in  Competition  With  Corporation.  Any Award
Agreement  may  provide  that,  if  a  Participant  terminates  employment  with
Corporation  or a  Subsidiary  for any reason  whatsoever,  and within 18 months
after the date thereof  accepts  employment with any competitor of (or otherwise
engages in competition with) Corporation, the Committee, in its sole discretion,
may require such  Participant to return to Corporation the economic value of any
Award that is realized or obtained  (measured at the date of exercise,  Vesting,
or


                                     - 14 -
<PAGE>


payment) by such Participant at any time during the period beginning on the date
that is six  months  prior  to the  date of such  Participant's  termination  of
employment with Corporation.

                  16.6 Other  Corporation  Benefit  and  Compensation  Programs.
Payments  and other  benefits  received  by a  Participant  under an Award  made
pursuant  to the Plan  shall  not be deemed a part of a  Participant's  regular,
recurring  compensation  for purposes of the termination  indemnity or severance
pay law of any state or country and shall not be included in, or have any effect
on, the  determination  of benefits  under any other  employee  benefit  plan or
similar arrangement  provided by Corporation or a Subsidiary unless expressly so
provided  by such  other plan or  arrangements,  or except  where the  Committee
expressly  determines that an Award or portion of an Award should be included to
accurately reflect  competitive  compensation  practices or to recognize that an
Award has been made in lieu of a portion of cash compensation.  Awards under the
Plan may be made in combination  with or in tandem with, or as alternatives  to,
grants,  awards,  or payments under any other  Corporation or Subsidiary  plans,
arrangements,  or  programs.  The  Plan  notwithstanding,   Corporation  or  any
Subsidiary   may  adopt  such  other   compensation   programs  and   additional
compensation  arrangements as it deems necessary to attract,  retain, and reward
employees and directors for their service with Corporation and its Subsidiaries.

                  16.7  Securities Law  Restrictions.  No Shares shall be issued
under the Plan  unless  counsel for  Corporation  shall be  satisfied  that such
issuance  will be in compliance  with  applicable  federal and state  securities
laws.  Certificates  for Shares  delivered under the Plan may be subject to such
stop-transfer  orders and other restrictions as the Committee may deem advisable
under the rules,  regulations,  and other  requirements  of the  Securities  and
Exchange  Commission,  any stock  exchange  upon which the Common  Stock is then
listed,  and any applicable  federal or state  securities law. The Committee may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

                  16.8 Governing  Law.  Except with respect to references to the
Code or federal securities laws, the Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the state of Oregon.

                                   ARTICLE 17
                              SHAREHOLDER APPROVAL

                  The amendment and restatement of the Plan is expressly subject
to the approval of the Plan by the  shareholders  at the 1997 annual  meeting of
Corporation's shareholders.


                                     - 15 -