August 19, 1997







Mr. Roger L. Pringle
Chairman of the Board
Epitope, Inc.
8505 SW Creekside Place
Beaverton, OR  97008

Dear Roger:

          This will confirm my agreement with Epitope, Inc. (the "Company") made
in connection with recent management and strategic changes at the Company:

          1.  Effective  May 30,  1997,  I was  removed as  President  and Chief
Executive  Officer  of the  Company  by action of the Board of  Directors.  This
action   substantially   diminished  my  duties  and  title  and  constituted  a
"termination  without  cause" by the Company within the meaning of Section 5.2.1
of the Amended and  Restated  Employment  Agreement  dated as of January 8, 1991
between the Company and me (the "Employment Agreement").

          2. As a result of such termination, the Company is obligated to pay me
24 months of my regular salary as President and Chief  Executive  Officer of the
Company, as extraordinary compensation under Section 2.3 and Schedule 2.3 of the
Employment  Agreement.  Because I have  agreed to serve as  President  and Chief
Executive Officer of the Company's Agritope,  Inc. subsidiary  ("Agritope"),  we
have agreed that payment of the extraordinary  compensation will commence in the
first month  following  the earlier of (i)  termination  of my  employment  with
Agritope for any reason,  (ii) the closing of a transaction by which the Company
no longer controls Agritope (an "Agritope  Disposition"),  or (iii) the 90th day
(the "Cut-Off Date") after the Company's first public announcement of its intent
to proceed with a specific Agritope Disposition which is subsequently closed. If
payment of  extraordinary  compensation  is to commence under clause (iii),  any
salary  paid me by the  Company or any  subsidiary  for the period  between  the
Cut-Off  Date and the  closing of the  Agritope  Disposition  shall be  credited
against the obligation to pay me extraordinary compensation.


<PAGE>


Mr. Roger L. Pringle
August 19, 1997
Page 2



          3. My services as President  and Chief  Executive  Officer of Agritope
shall include the primary  responsibility  for arranging a transaction  by which
Agritope  can become a  corporation  separate  from the Company  through a sale,
spin-off, initial public offering or other corporate transaction.

          4.  Section  3.1  of the  Employment  Agreement  shall  not  apply  to
Confidential Information (as defined in Section 3.1) of Agritope to which I have
had access during my employment with the Company and Agritope.

          5. Section 4.1 of the Employment Agreement shall not apply to services
that I perform  for or on behalf of  Agritope  either  during  the time in which
Agritope  is owned by the  Company  or after it is no longer  controlled  by the
Company.

          6.  Termination  of my  employment  as President  and Chief  Executive
Officer of the Company  shall not  constitute a termination  of  employment  for
purposes  of any of the stock  option or stock  award  plans of the  Company  or
Agritope under which I now hold options. Any stock options held by me under such
plans,  which by their terms are slated to expire in 1997,  shall be extended or
exchanged  for new  stock  options  with  terms  consistent  with the  Company's
policies for executive compensation.

          7. The  Indemnification  Agreement  dated June 14,  1989  between  the
Company and me shall be amended or replaced by a new  agreement  to provide that
it applies to services  performed by me as a director,  officer and key employee
of Agritope through the date of an Agritope Disposition.

          8. The Company will pay my reasonable attorneys' fees related to these
changes in my employment arrangements not to exceed $2,500.

          9.  This   Agreement   constitutes  an  amendment  to  the  Employment
Agreement. Except as so amended, the terms of the Employment Agreement remain in
full force and effect.



<PAGE>


Mr. Roger L. Pringle
August 19, 1997
Page 2


          Please sign below to indicate  the  agreement  of the Company to these
terms.

                              Very truly yours,


                              /s/ Adolph J. Ferro
                              Adolph J. Ferro



The above terms are agreed to as of the above date:

EPITOPE, INC.



By: /s/ Roger L. Pringle
     Roger L. Pringle
     Chairman of the Board



By: /s/ W. Charles Armstrong
     W. Charles Armstrong
     President and Chief Executive
     Officer