EMPLOYMENT AGREEMENT


                  This  Employment  Agreement is entered into as of December --,
1997, between J. Richard George, Ph.D. ("Employee") and Epitope, Inc., an Oregon
corporation (the "Company").

                  1. SERVICES.

                           1.1 EMPLOYMENT. The Company agrees to employ Employee
as Vice President of Scientific Affairs - Epitope Medical Products, and Employee
hereby  accepts such  employment in accordance  with the terms and conditions of
this Agreement. Employment shall continue until terminated pursuant to the terms
of this Agreement.

                           1.2 DUTIES. Employee shall have the position named in
Section 1.1 with such powers and duties appropriate to that office (a) as may be
provided by the bylaws of the Company,  (b) as otherwise  set forth in Exhibit A
attached  to this  Agreement,  and (c) as  determined  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 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. TERMINATION.

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

                           6.2  TERMINATION BY EMPLOYEE.  Employee may terminate
his employment under this Agreement by 90 days' written notice to the Company.

                           6.3 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; (b) Employee's refusal,  failure,
or inability to comply with any policies or


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standards of the Company or to perform any job duties of  Employee;  (c) any act
of fraud,  dishonesty,  or misconduct by Employee; (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.

                           6.4  TERMINATION BY THE COMPANY  WITHOUT  CAUSE.  The
Company may terminate  Employee's  employment under this Agreement without cause
by written notice to Employee.

                           6.5 COMPENSATION UPON TERMINATION.

                                    6.5.1 TERMINATION UNDER SECTION 6.1, 6.2, OR
6.3. In the event of a termination of Employee's  employment  under Section 6.1,
6.2, or 6.3,  Employee's regular  compensation  pursuant to Section 2.1 shall be
prorated and payable until the date of termination.

                                    6.5.2  TERMINATION UNDER SECTION 6.4. In the
event of a termination of Employee's  employment by the Company without cause as
provided in Section 6.4,  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.  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 B to this Agreement. The Company's
obligation to pay the amounts stated in this section shall terminate if Employee
either  individually  or  as a  director,  officer,  partner,  employee,  agent,
representative, or consultant with any business, directly or indirectly anywhere
in the United States within one year after termination of employment (a) engages
or  prepares to engage in any  business  that  competes  with the  Company;  (b)
induces or  attempts  to induce any person who is an  employee of the Company to
leave the employ of the Company; or (c) solicits, diverts, or accepts 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. 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 Section 4 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.

                  8.   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


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the maximum extent  permissible,  and the remaining  provisions of the Agreement
shall continue in full force and effect.

                  9.  ATTORNEY  FEES.  In the event a suit or action is filed to
enforce Section 4 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.

                  10.  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.

                  11. ARBITRATION.

                           11.1  CLAIMS  COVERED.  All claims or  controversies,
except for those excluded by Section 11.2 ("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  11.  Claims  covered by this  Section 11
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 11.2.

                           11.2  NON-COVERED  CLAIMS.   Claims  arising  out  of
Section  4  of  this  Agreement  and  workers'   compensation   or  unemployment
compensation  benefits  are not covered by this Section 11.  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.

                           11.3  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.


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                           11.4 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.

                           11.5 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.

                           11.5.1 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.

                           11.5.2 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.

                           11.5.3   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.

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

                                    11.5.5 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


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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.

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

                                    11.5.7  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.

                           11.6 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.

                           11.7 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.

                  12. 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.


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


                                              EPITOPE, INC.



                                              By:
J. RICHARD GEORGE, PH.D.
                                              Title:


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                        EXHIBIT A TO EMPLOYMENT AGREEMENT

                SPECIFIC DUTIES OF EMPLOYEE AS VICE PRESIDENT OF
                  SCIENTIFIC AFFAIRS - EPITOPE MEDICAL PRODUCTS

[Specify any relevant duties.]







<PAGE>



                        EXHIBIT B 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


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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 Section 4 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.


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                           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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