RESTATED BYLAWS

                                       OF

                                  EPITOPE, INC.

                                    ARTICLE I

                                  Shareholders
                                  ------------

         Section 1. Annual  Meeting.  The annual meeting of the  shareholders of
the  corporation  shall be held each year on a date  designated  by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.  In case of incomplete  financial
or other  information,  unavailability of shareholders,  directors,  officers or
other persons  whose  attendance  at the annual  meeting would be desirable,  or
other similar  circumstances,  the president in his  discretion may postpone the
annual  meeting.  If the annual  meeting is  postponed,  or if the  election  of
directors shall not be held on the day designated  herein for any annual meeting
of the shareholders,  or at any adjournment  thereof, a special meeting shall be
held as soon as may be convenient as determined by the president, either in lieu
of the annual meeting if the annual meeting was postponed or for the election of
directors  if the  election  was  not  held  at  the  annual  meeting  or at any
adjournment thereof. Written or printed notice, stating the place, day, hour and
purpose of the special  meeting  shall be  delivered  not less than ten nor more
than sixty days before the date of the special meeting,  either personally or by
mail, by the president or, at the direction of the  president,  by the secretary
to each shareholder of record entitled to vote at the meeting.  If mailed,  such
notice shall be deemed to be delivered when deposited in the United States mails
addressed to the  shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

         Section 2. Special  Meetings.  Special meetings of the shareholders may
be called for any purpose or purposes by the president,  the Board of Directors,
the holders of not less than one-tenth (1/10) of all the shares entitled to vote
at the meeting or as provided in the Oregon Business  Corporation Act. Notice of
special  meetings  shall be given by the  president  or, at the direction of the
president, by the secretary or assistant secretary to each shareholder of record
entitled to vote at such meetings in the same manner as hereinabove  provided in
Section 1 of this Article.

         Section  3.  Place of  Meeting.  Meetings,  annual or  special,  of the
shareholders  shall be held at such place either  within or without the state of
Oregon as shall be designated  by the Board of  Directors,  or in the absence of
such a designation, at the main office of the corporation.

         Section  4.  Quorum;  Waiver of Notice.  A  proposal  voted upon by the
shareholders,  other than the  election of  directors,  shall be approved if the
votes cast favoring the matter exceed the votes cast opposing the matter, unless
the corporation's articles of incorporation, bylaws, or


                                      - 1 -
<PAGE>


applicable  provisions of the Oregon Business  Corporation Act require a greater
number of affirmative votes. If a quorum be not present at any annual or special
meeting, a majority of the shareholders  present,  either in person or by proxy,
may adjourn to such time and place as may be decided  upon by the holders of the
majority of the shares present, and notice of such adjournment shall be given in
accordance  with  Section  4 of  this  Article;  but  if a  quorum  be  present,
adjournment  may be taken  from day to day or to such  time and  place as may be
decided by the holders of the majority of the shares  present,  and no notice of
such  adjournment need be given. No business shall be transacted at an adjourned
meeting  that  could not have been  transacted  at the  meeting  from  which the
adjournment  was taken.  Whenever any notice is required to be given pursuant to
statute, to the articles of incorporation,  or to these bylaws, a waiver thereof
signed by the shareholder  entitled to notice,  whether before or after the time
stated therein,  shall be deemed equivalent thereto. Any shareholder attending a
meeting without  objection thereof shall be deemed to have waived notice of such
meeting.  Notice  otherwise  complying  with the  terms  hereof  may be given by
prepaid telegram as the equivalent of notice by mail.

         Section 5. Proxies. At all meetings of shareholders,  a shareholder may
vote by proxy executed in writing by the  shareholder or by his duly  authorized
attorney  in  fact.  Such  proxy  shall  be  filed  with  the  secretary  of the
corporation before or at the time of the meeting.  No proxy shall be valid after
11 months  from the date of its  execution,  unless  otherwise  provided  in the
proxy.

                                   ARTICLE II

                               Board of Directors
                               ------------------

         Section  1.  Board  of  Directors.  The  business  and  affairs  of the
corporation shall be managed by a Board of Directors.

         Section 2. Meetings. A regular annual meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual meeting of
shareholders.  No notice of the  annual  meeting  other  than this bylaw need be
given  unless the meeting is to be held at a place other than the main office of
the corporation,  in which case the notice shall be given in the manner provided
in Section 1 of Article I of these restated  bylaws.  The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings  without  other notice than such  resolution.  Special  meetings of the
Board of  Directors  may be called by or at the request of the  president or any
director.  Notice of any special  meeting shall be given at least three (3) days
prior thereto by oral notice given in person, by telephone, or by other means of
oral electronic two-way communication, or by written notice delivered personally
or sent by mail, courier, fax, or similar means to the director's residential or
business  address.  Directors  may  waive  notice  of  meetings  of the Board of
Directors,  and a waiver  thereof  signed by the  director  entitled  to notice,
whether  before or after the time  stated  therein,  shall be deemed  equivalent
thereto.  Attendance  of a director at a meeting  shall  constitute  a waiver of
notice of such  meeting,  except where the director  attends the meeting for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.


                                      - 2 -
<PAGE>


         Section 3.  Quorum and  Voting.  A majority  of the  elected and acting
directors shall  constitute a quorum for the transaction of business.  If at any
meeting of the Board of Directors there shall be less than a quorum  present,  a
majority of the  directors  present may adjourn to such time and place as may be
decided  upon by the  majority  of the  directors  present,  and  notice of such
adjournment shall be given in accordance with Section 2 of this Article;  but if
a quorum be  present,  adjournment  may be taken from day to day or to such time
and place as may be decided by the  majority of the  directors  present,  and no
notice of such  adjournment need be given.  When a quorum exists,  action may be
taken by a majority vote of the directors present.

         Section 4. Notification of Nominations. Nominations for the election of
directors may be made by the Board of Directors or a proxy  committee  appointed
by the Board of Directors or by a  shareholder  entitled to vote in the election
of  directors  generally.  However,  any  shareholder  entitled  to  vote in the
election of directors generally may nominate one or more persons for election as
directors at a meeting only if written  notice of such  shareholder's  intent to
make such nomination or nominations has been given,  either by personal delivery
or by United States mail,  postage prepaid,  to the secretary of the corporation
not later than (a) with  respect to an election to be held at an annual  meeting
of  shareholders,  60 days in advance of the date of the previous  year's annual
meeting of  shareholders,  and (b) with  respect to an  election to be held at a
special  meeting of  shareholders  for the election of  directors,  the close of
business on the seventh day  following  the date on which notice of such meeting
is first given to  shareholders.  Each such notice shall set forth: (i) the name
and address of the  shareholder  who intends to make the  nomination  and of the
person or persons to be nominated; (ii) a representation that the shareholder is
a holder of record of stock of the corporation  entitled to vote at such meeting
and  intends  to appear in person or by proxy at the  meeting  to  nominate  the
person  or  persons  specified  in  the  notice;  (iii)  a  description  of  all
arrangements or understandings  between the shareholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination or nominations are to be made; (iv) such other information  regarding
each nominee proposed by such shareholder as would be required to be included in
a proxy statement filed with the Securities and Exchange  Commission pursuant to
the Securities  Exchange Act of 1934,  and the related proxy  regulations of the
Securities and Exchange Commission promulgated thereunder,  had the nominee been
nominated, or intended to be nominated,  by the Board of Directors;  and (v) the
consent of each nominee to serve as a director of the corporation if so elected.
The  chairman of the meeting may refuse to  acknowledge  the  nomination  of any
person not made in compliance with the foregoing procedure.

                                   ARTICLE III

                               Executive Committee
                               -------------------

         The  majority  of the  Board of  Directors  may  designate  two or more
directors to constitute an executive committee, which committee between meetings
of the Board of Directors  shall have and may exercise all of the  authority and
powers of the Board of Directors in the  management  of the business and affairs
of  the   corporation,   except  that  the  committee  may  not:  (a)  authorize
distributions,  except as permitted by clause (g) below;  (b) approve or propose
to shareholders


                                      - 3 -
<PAGE>


actions  that the Oregon  Business  Corporation  Act  requires to be approved by
shareholders;  (c) fill  vacancies  on the board of  directors  or on any of its
committees; (d) amend the articles of incorporation,  except as permitted by the
Oregon Business Corporation Act; (e) adopt, amend, or repeal bylaws; (f) approve
a plan of merger not requiring  shareholder  approval;  (g) authorize or approve
reacquisition  of  shares,  except  within  limits  prescribed  by the  board of
directors; (h) authorize or approve the issuance or sale or contract for sale of
shares or  determine  the  designation  and  relative  rights,  preferences  and
limitations  of a class or series of shares,  except as  permitted by the Oregon
Business Corporation Act; or (i) appoint or remove officers of the corporation.

                                   ARTICLE IV

                               Officers and Agents
                               -------------------

         Section 1. Executive Officers.

                  (a) Number: The officers of the corporation shall consist of a
         chairman of the board, president,  chief executive officer, that number
         of vice  presidents  which the Board of Directors may from time to time
         determine and with such designations and seniority as the directors may
         assign,  a secretary  and a  treasurer.  Any two or more offices may be
         held by one person.

                  (b) Election and Tenure: The officers of the corporation shall
         be elected at the organizational meeting and thereafter at each regular
         annual meeting. In the event of a failure to hold the annual meeting as
         herein  provided,  officers may be elected at any time  thereafter at a
         special  meeting of  directors  called for that  purpose.  Each officer
         shall  hold  office  for the term of one year and until  his  successor
         shall be elected except where  expressly  provided to the contrary in a
         contract authorized by the Board of Directors.  All officers and agents
         shall be subject  to  removal at any time by the vote of a majority  of
         the entire Board of Directors whenever in the judgment of the directors
         the best interests of the  corporation  will be served by such removal,
         without  prejudice,  however,  to any contract  rights of the person so
         removed.

                  (c) Vacancies:  A vacancy in any office shall be filled by the
         Board of Directors at any regular  meeting,  or at any special  meeting
         called for that purpose.

                  (d) Additional Officers and Agents: The Board of Directors may
         also elect one or more  assistant  secretaries,  one or more  assistant
         treasurers, and such other officers or agents as it may deem necessary,
         with such  authority  and duties as from time to time may be prescribed
         by the Board of Directors.

         Section 2. Chairman of the Board.  The chairman of the board, if one is
elected by the Board of Directors,  shall preside at and conduct all meetings of
the shareholders and


                                      - 4 -
<PAGE>


directors. The chairman of the board may designate another officer to preside at
and conduct any such  meeting in his  absence.  The  chairman of the board shall
exercise  such other powers and perform such other duties as shall be prescribed
by the directors from time to time.

         Section 3. Chief Executive  Officer.  The chief executive officer shall
have  general  and  active  charge  of  the  business  and   management  of  the
corporation, subject to control by the Board of Directors. In the absence of the
chairman of the board or another officer designated by the chairman of the board
at any meeting of the shareholders or the directors, the chief executive officer
or another officer  designated by the chief  executive  officer shall preside at
the meeting.  The chief executive officer is authorized to sign all certificates
of stock, and all deeds, leases, notes, mortgages and contracts, including those
in any way  affecting  real  property or interests  therein,  as the same may be
required in the regular course of the corporation's  business. He shall have the
power to appoint and discharge agents and employees,  subject to approval of the
Board of Directors.

         Section 4.  President.  The  president  shall  exercise such powers and
perform  such duties as may be  prescribed  by the Board of  Directors or by the
chief  executive  officer.  In the absence or incapacity of the chief  executive
officer,  and at the  direction of the Board of  Directors,  he is authorized to
sign all  certificates of stock,  and all deeds,  leases,  notes,  mortgages and
contracts,  including  those in any way  affecting  real  property or  interests
therein,  as the same may be required in the regular course of the corporation's
business.

         Section  5.  Vice  Presidents.  The vice  presidents,  in the  order of
seniority  as  designated  by the Board of  Directors,  shall in the  absence or
disability  of the  president  exercise the powers and perform the duties of the
president. Each vice president shall also exercise such other powers and perform
such other duties as shall be prescribed by the  directors,  and such powers and
duties of the president as may be designated by the president.

         Section 6. Secretary. The secretary shall give such notices of meetings
of the  shareholders and of the Board of Directors as required by these restated
bylaws,  and shall keep a record of the  proceedings of all such meetings.  Such
record shall be kept at the principal or registered  office of the  corporation.
He shall have custody of all books and records and papers of the company  except
those which are in the care of the treasurer or some other person  authorized to
have custody and possession thereof by resolution of the Board of Directors.  He
shall, with the president, sign all certificates of stock of the corporation and
shall affix the seal of the  corporation to such  certificates  of stock.  He is
authorized  to sign  with the  president  or vice  president  in the name of the
corporation all deeds, notes, mortgages and contracts including those in any way
affecting  real  property or  interests  therein and shall affix the seal of the
corporation  thereto when required in the regular  course of business.  He shall
submit such  reports to the Board of  Directors as may be requested by them from
time to time.

         Section 7. Assistant  Secretary.  The assistant secretary shall, in the
absence or  disability  of the  secretary,  exercise  the powers and perform the
duties of the  secretary.  He shall also  exercise such other powers and perform
such other duties as may be prescribed by the


                                      - 5 -
<PAGE>


Board of  Directors  and such  powers  and  duties  of the  secretary  as may be
designated by the president or secretary.

         Section 8.  Treasurer.  The treasurer shall from time to time make such
reports to the officers, Board of Directors and shareholders as may be required,
and shall perform such other duties as the Board of Directors shall from time to
time delegate to him.

         Section 9. Assistant  Treasurer.  The assistant treasurer shall, in the
absence or  disability  of the  treasurer,  exercise  the powers and perform the
duties of the  treasurer.  He shall also  exercise such other powers and perform
such other duties as may be prescribed by the Board of Directors and such powers
and duties of the treasurer as may be designated by the president or treasurer.

                                    ARTICLE V

         Section 1. Right to  Indemnification.  The corporation  shall indemnify
any director or former  director of the  corporation  or any person who may have
served at its  request as a director  of  another  corporation  in which it owns
shares  of  capital  stock or of which it is a  creditor  against  expenses  and
liability actually and necessarily  incurred by such director in connection with
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or investigative  and whether formal or informal,  in
which such director is a party by reason of being or having been such  director,
except in relation to matters as to which  indemnification  is prohibited by the
Oregon  Business  Corporation  Act as it shall be amended from time to time (the
"Act");  but such  indemnification  shall not be deemed  exclusive  of any other
rights to which such  director  may be  entitled,  under any  bylaw,  agreement,
general or specific  action of the Board of Directors,  vote of  shareholders or
otherwise.  As  used  herein,  "expenses"  shall  include,  without  limitation,
expenses of investigations, arbitrations, mediations, judicial or administrative
proceedings  or appeals,  attorney  fees and  disbursements  and any expenses of
establishing  a  right  to   indemnification.   "Liability"  shall  include  the
obligation to pay a judgment, settlement, penalty, fine, including an excise tax
assessed  with  respect to an employee  benefit  plan,  or  reasonable  expenses
incurred with respect to an arbitration,  mediation,  action, suit or proceeding
in which a director is entitled to indemnification hereunder.

         Section 2. Procedure for  Indemnification.  After the final disposition
of any threatened, pending or completed arbitration,  mediation, action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, in which a director may be entitled to indemnification, such
director may send to the corporation a written request for indemnification.  The
corporation  shall,  in accordance  with the provisions of the Act regarding the
determination and authorization of  indemnification,  make a finding whether the
indemnification  requested  is  permitted  by the laws of the state of Oregon no
later than 60 days following  receipt by the  corporation  of such request.  The
corporation shall cause the indemnification  requested to be authorized and paid
unless  the  corporation  finds  that the  indemnification  requested  is not so
permitted. The director shall be given an opportunity to be heard and to present
evidence  in  connection  with  the   consideration  of  the  party  or  parties
determining the right to indemnification  under the Act. If the corporation does
not authorize


                                      - 6 -
<PAGE>


indemnification   hereunder,   the  director   shall  have  the  right  to  seek
court-ordered  indemnification  in accordance with the provisions of the Act. In
any such action,  neither the making of, nor the failure to make, any finding by
the corporation that  indemnification of the director is proper or not proper in
the circumstances shall be a defense to such action or create a presumption that
the director has not met the standard of conduct  required by the Act. In making
its determination  and in any court  proceeding,  the corporation shall have the
burden  of  proving  that the  director  has not met the  standards  of  conduct
required by the Act to authorize indemnification.

         Section 3. Procedure for Advancement of Expenses. The corporation shall
pay for or reimburse the reasonable  expenses incurred by a director as a result
of being party to a  threatened,  pending or completed  arbitration,  mediation,
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative and whether formal or informal, in advance of final disposition of
such arbitration, mediation, action, suit or proceeding promptly upon receipt of
a written  request  for  payment of such  expenses  that is in  accordance  with
requirements of the Act for such written statement. Such written statement shall
also include or be accompanied by  documentation  of the expenses  incurred and,
when available,  such documentation of expenses shall include copies of bills or
statements  evidencing  the  expenses  incurred.  If the  requirements  of  this
provision  are met,  the  corporation  shall pay the amount  requested  promptly
notwithstanding   the  absence  of  a  final  disposition  of  the  arbitration,
mediation, action, claim or proceeding.

         Section 4.  Indemnification  of  Officers,  Employees  and Agents.  The
corporation may, by action of its Board of Directors from time to time,  provide
indemnification  and pay  expenses  in  advance  of the final  disposition  of a
proceeding  to officers,  employees  and agents of the  corporation  to the same
extent  and  effect  as  provided   in  this   Article   with   respect  to  the
indemnification  and  advancement of expenses of directors of the corporation or
pursuant to rights granted pursuant to, or provided by, the Act or otherwise.

         Section 5. Insurance.  The  corporation  may, but shall not be required
to,  purchase and keep in force a policy or policies of  liability  insurance on
behalf of its officers and directors  against liability and expenses incurred in
any arbitration, mediation, action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.

         Section  6.  Nonexclusivity;  Nature  of  Rights.  The  indemnification
provided  herein shall not be deemed  exclusive  of any other rights  consistent
with the laws of the state of Oregon to which a director  may be entitled  under
the corporation's articles of incorporation, bylaws or any other agreement, vote
of  shareholders,  or otherwise,  both as to action in the  director's  official
capacity and as to action in another  capacity while holding  office,  and shall
continue  notwithstanding that the director may have ceased to be connected with
the  corporation.  The right of  indemnification  provided  for herein  shall be
deemed  to  create   contractual  rights  in  favor  of  directors  entitled  to
indemnification  hereunder and shall be applicable to claims commenced after the
adoption  hereof,  whether  arising from acts or omissions  occurring  before or
after the adoption hereof. The right of indemnification  provided for herein may
not be amended or


                                      - 7 -
<PAGE>


repealed so as to limit in any way the indemnification  provided for herein with
respect  to any acts or  omissions  occurring  prior to any  such  amendment  or
repeal.

                                   ARTICLE VI

                            Action Without a Meeting
                            ------------------------

         Section 1. Written  Consent.  Any action  required to be taken or which
may be taken at a meeting of the  shareholders or directors may be taken without
a meeting  if a consent in writing  setting  forth the action so taken  shall be
signed  by all of the  shareholders  or  directors  entitled  to vote;  and such
consent  shall  have the same  force  and  effect  as a  unanimous  vote of such
shareholders or directors.

         Section 2. Electronic  Communications.  The Board of Directors,  or any
committee designated by the directors,  may hold any meeting of the directors or
committee,  by  means  of  a  conference  telephone  or  similar  communications
equipment  by  means of which  all  persons  participating  in the  meeting  can
simultaneously hear each other. Participation in such a meeting shall constitute
presence in person at the meeting.

                                   ARTICLE VII

         Section 1.  Certificates.  Shares of stock of the corporation  shall be
represented by stock  certificates which shall be in a form adopted by the Board
of Directors, provided all such stock certificates within one series of the same
class of stock shall be  consecutively  numbered,  and shall  express upon their
face the number  thereof,  the date of issuance,  the number of shares for which
and the person to whom issued and the class and series, if any, thereof, and all
such stock certificates shall be signed by the president or a vice president and
by the  secretary or assistant  secretary  and may be sealed with the  corporate
seal, if any. In addition, each certificate shall express upon its face that the
corporation  is  organized  under the laws of the state of Oregon and shall also
express the par value of the shares  represented  by the  certificate,  or shall
state  that the shares  are  without  par  value,  as may be  appropriate.  Each
certificate  shall state upon the face or back  thereof,  in full or in summary,
all of the designations,  preferences, limitations, restrictions on transfer and
relative rights of the shares of each class and series  authorized to be issued,
or shall indicate where such information may be found.

         Section  2.  Subscriptions.  Subscriptions  for  shares of stock of the
corporation  shall be paid in full at such time, or in such  installments and at
such times,  as the Board of Directors may determine.  In case of default in the
payment  of any  installment  or call when  such  payment  is due,  the Board of
Directors may declare the shares and all previous payments thereon forfeited for
the use of the  corporation,  in the manner  prescribed  by the Oregon  Business
Corporation Act.

         Section 3.  Transfer of Shares.  Transfer of shares of the  corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer, or by his attorney


                                      - 8 -
<PAGE>


thereunto  authorized  by power of  attorney  duly  executed  and filed with the
secretary  of  the  corporation,  and  on  surrender  for  cancellation  of  the
certificate for such shares.  The person in whose name shares stand on the books
of the  corporation  shall be deemed by the  corporation to be owner thereof for
all purposes. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former  certificate
for a like number of shares shall have been  surrendered  and  canceled,  except
that in case of a lost,  destroyed  or  mutilated  certificate  a new one may be
issued therefor upon such terms and indemnity to the corporation as the Board of
Directors may  prescribe.  The record of  shareholder  and stock  transfer books
shall be kept at the principal or registered office of the corporation or at the
office of its transfer agent or registrar, if any.

                                  ARTICLE VIII

                                   Amendments
                                   ----------

         Bylaws may be adopted,  altered,  amended or  repealed,  in whole or in
part, at any regular or special meeting of the Board of Directors.

         Approved by the Board of Directors December 17, 1996.

         Amended April 28, 1997.


                                      - 9 -