EMPLOYMENT AGREEMENT


                  This Employment Agreement is entered into as of March 9, 1998,
between  Edward  V.  Collom,  Jr.  ("Employee")  and  Epitope,  Inc.,  an Oregon
corporation (the "Company").

                  1. SERVICES.

                           1.1 EMPLOYMENT. The Company agrees to employ Employee
as Vice  President  of Sales and  Marketing,  and Employee  hereby  accepts such
employment, in accordance with the terms and conditions of this Agreement.

                           1.2 DUTIES. Employee shall have the position named in
Section 1.1 with such powers and duties appropriate to that office (a) as may be
provided by the bylaws of the Company and (b) as determined from time to time by
the  President  and Chief  Executive  Officer or the board of  directors  of the
Company.  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 of $11,666.67 per
month.  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,  in  accordance  with the  Company's  usual
payroll practices.

                           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 medical, dental, life, and
long-term  disability  insurance programs,  medical  reimbursement  plans, and a
401(k) plan, which may from time to time be made available by the

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Company to  corporate  officers.  The  Company  may change or  discontinue  such
benefits at any time in its sole discretion.

                           2.3 EXPENSES.  The Company shall  reimburse  Employee
for all  reasonable and necessary  expenses  incurred in carrying out his duties
under this Agreement. 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.  The Company  shall  further pay to Employee (a) a one-time  relocation
allowance of $25,000,  which includes moving and relocation expenses;  and (b) a
temporary  housing  allowance  through  August  1998 in the  amount  of the most
economic  rate  reasonably  available.  To  the  extent  the  temporary  housing
allowance  described in this section is  includable  in  Employee's  net taxable
income,  the Company shall pay Employee an additional  amount so that the amount
paid to him under this section,  less taxes at Employee's effective marginal tax
rate, equals the expenses to be reimbursed.

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

                  3. STOCK  OPTIONS.  The Company shall grant Employee an option
to purchase  75,000  shares of common stock of the Company at an exercise  price
equal to the fair market value of the stock on the date of hire. In the event of
a change of control of the Company  while  Employee is employed by the  Company,
Employee's  unvested  stock  options  will  vest on the  date of the  change  of
control, as defined in the option agreement.

                           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.

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                           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.

                           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.

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

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

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

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

                  7. TERMINATION.  Employee's  employment with the Company is at
will.  Employee and the Company  acknowledge that this Agreement does not create
any obligation on Employee's  part to work for the Company,  nor for the Company
to employ Employee,  for any fixed period of time and that Employee's employment
with the Company and this  Agreement  may be  terminated at any time and for any
reason by either  Employee  or the  Company  with or  without  cause and with or
without advance notice.

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

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

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

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

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

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

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

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

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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
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.

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

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


                                       EPITOPE, INC.



/s/ Edward V. Collom, Jr.              By: -------------------------------------
EDWARD V. COLLOM, JR.
                                       Title: ----------------------------------

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