SEPARATION AGREEMENT

                                     between

                                  Epitope, Inc.

                                       and

                                 Agritope, Inc.

                             Dated December 1, 1997










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                                TABLE OF CONTENTS

<TABLE>
                                                                                                              PAGE


                                    ARTICLE 1
<S>      <C>                                                                                                   <C>
                                   DEFINITIONS................................................................  1

                                    ARTICLE 2
                          PRE-DISTRIBUTION TRANSACTIONS.......................................................  4
         2.1      Private Placement of Agritope Equity.  .....................................................  4
         2.2      Agritope Corporate Actions..................................................................  5
         2.3      Epitope Approval............................................................................  5
         2.4      Related Agreements..........................................................................  5
         2.5      Securities Law Actions......................................................................  5

                                    ARTICLE 3
                                THE DISTRIBUTION..............................................................  6
         3.1      Discretion of Epitope Board; No Obligation..................................................  6
         3.2      Conditions to the Distribution..............................................................  6
         3.3      The Distribution............................................................................  6
         3.4      Fractional Shares...........................................................................  7

                                    ARTICLE 4
                    INDEMNIFICATION, CLAIMS AND OTHER MATTERS.................................................  7
         4.1      Indemnification by Epitope..................................................................  7
         4.2      Indemnification by Agritope.................................................................  7
         4.3      Insurance Proceeds..........................................................................  8
         4.4      Procedure for Indemnification...............................................................  8
         4.5      Other Claims................................................................................ 10
         4.6      Contribution in Respect of Certain Indemnifiable Losses..................................... 10
         4.7      No Beneficiaries............................................................................ 11

                                    ARTICLE 5
                           CERTAIN ADDITIONAL MATTERS......................................................... 11
         5.1      Construction of Agreements.................................................................. 11
         5.2      Consents and Assignments.................................................................... 11
         5.3      No Representations or Warranties............................................................ 11
         5.4      Officers and Directors...................................................................... 11
         5.5      Existing Intercompany Arrangements.......................................................... 12
         5.6      Termination of Intercompany Accounts........................................................ 12

                                    ARTICLE 6
                 ACCESS TO INFORMATION AND SERVICES; TECHNOLOGY............................................... 12
         6.1      Provision of Corporate Records.............................................................. 12



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         6.2      Access to Information....................................................................... 12
         6.3      Production of Witnesses and Individuals..................................................... 12
         6.4      Retention of Records........................................................................ 13
         6.5      Confidentiality............................................................................. 13
         6.6      Privileged Matters.......................................................................... 14
         6.7      Technology.................................................................................. 15

                                    ARTICLE 7
                                    INSURANCE................................................................. 16
         7.1      Transition.................................................................................. 16
         7.2      Post-Distribution Date Claims............................................................... 16
         7.3      Allocation of Insurance Proceeds............................................................ 16

                                    ARTICLE 8
                               DISPUTE RESOLUTION............................................................. 17
         8.1      Negotiation and Binding Arbitration......................................................... 17
         8.2      Initiation.................................................................................. 17
         8.3      Submission to Arbitration................................................................... 17
         8.4      Equitable Relief............................................................................ 17

                                    ARTICLE 9
                                  MISCELLANEOUS............................................................... 18
         9.1      Entire Agreement............................................................................ 18
         9.2      Expenses.................................................................................... 18
         9.3      Governing Law............................................................................... 18
         9.4      Jurisdiction and Venue...................................................................... 18
         9.5      Notices..................................................................................... 18
         9.6      Modification of Agreement................................................................... 19
         9.7      Termination................................................................................. 19
         9.8      Successors and Assigns...................................................................... 19
         9.9      No Third Party Beneficiaries................................................................ 19
         9.10     Titles and Headings; Interpretation......................................................... 19
         9.11     Exhibits.................................................................................... 20
         9.12     Severability................................................................................ 20
         9.13     No Waiver................................................................................... 20
         9.14     Survival.................................................................................... 20
         9.15     Counterparts................................................................................ 20
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                              SEPARATION AGREEMENT


                  THIS SEPARATION  AGREEMENT (this  "Agreement") is entered into
by and between Epitope, Inc., an Oregon corporation  ("Epitope"),  and Agritope,
Inc., a Delaware corporation ("Agritope"), as of December 1, 1997.

                                    RECITALS

          A.  Agritope is a wholly  owned  subsidiary  of  Epitope,  principally
engaged in research and development of agricultural products using plant genetic
engineering.

          B. The board of directors of Epitope has determined  that it is in the
best interests of the shareholders of Epitope to separate  Agritope from Epitope
by  distributing  as a dividend to holders of Epitope common stock, no par value
("Epitope  Stock"),  all of the issued and outstanding shares of Agritope common
stock,  par value $.01 per share,  including  certain  preferred  stock purchase
rights  attached   thereto  (the  "Agritope   Stock"),   held  by  Epitope  (the
"Distribution"), as provided herein; and

          C.  Epitope and Agritope  have  determined  that it is  necessary  and
desirable to establish the principal corporate  transactions  required to effect
the  separation  of  Agritope  from  Epitope,  and to enter into  certain  other
agreements  governing  matters relating to the Distribution and the relationship
between Epitope and Agritope after the Distribution.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements contained herein,  Epitope and Agritope agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

                  Capitalized  terms  shall  have the  meanings  given  below or
elsewhere in this Agreement.

                  Action:  any  action,  claim,  suit,   arbitration,   inquiry,
subpoena,  discovery request, proceeding or investigation by or before any court
or grand jury, any governmental or other regulatory or administrative  agency or
commission or any arbitration tribunal.

                  Affiliate:  with  respect to any  specified  person,  a person
that, directly or indirectly,  through one or more intermediaries,  controls, or
is  controlled  by,  or is under  common  control  with such  specified  person;
provided,  however, that unless otherwise expressly provided, the Agritope Units
and Epitope  shall not be deemed to be Affiliates of one another for purposes of
this Agreement.


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                  Agent:   ChaseMellon   Shareholder   Services,   L.L.C.,   the
distribution  agent appointed by Epitope and Agritope to distribute the Agritope
Stock in connection with the Distribution.

                  Agritope   Business:   (i)  the   business  of  research   and
development, marketing and sales of novel agricultural products using both plant
genetic  engineering and other modern  methods;  (ii) the businesses of Vinifera
involving  grapevine  plant  propagation  and disease  screening and elimination
programs;  and (iii) any other  business or  operation  conducted by an Agritope
Unit at any time. The Agritope Business does not include the business  conducted
by Andrew and Williamson Sales, Co., a California  corporation formerly owned by
Epitope.

                  Agritope  Employee:  any employee of a Core  Company,  and any
employee  of  Epitope  who is  assigned  to a Core  Company  on or  prior to the
Distribution Date.

                  Agritope  Preferred:  Agritope Series A preferred  stock,  par
value $.01 per share.

                  Agritope Unit:  each Core Company and Related Company.

                  Books and  Records:  books and records  (or true and  complete
copies  thereof),   including  computerized  records,  of  Epitope  that  relate
principally  to any Agritope Unit or the Agritope  Business or decisions made by
Epitope that relate to Agritope,  including,  without limitation,  all books and
records relating to Agritope Employees, the purchase of materials,  supplies and
services by any Agritope Unit,  and the  technologies,  customers,  and business
partners of any Agritope Unit;  and all files  relating to any Action  involving
any Agritope Unit or involving any Agritope Employee or director  (including any
Action that arose when the Agritope Employee was employed by Epitope).

                  Code: the Internal Revenue Code of 1986, as amended.

                  Commission: the Securities and Exchange Commission.

                  Core Company: each of Agritope,  Vinifera,  and Agrimax Floral
Products, Inc., a Minnesota corporation.

                  Distribution Date: the effective date of the Distribution,  as
determined by the Epitope Board.

                  Distribution Prospectus: the information  statement/prospectus
to  be  distributed  to  holders  of  Epitope  Stock  in  connection   with  the
Distribution.


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                  Employee Benefits Agreement:  the agreement,  substantially in
the form of  Exhibit A hereto,  pursuant  to which  Epitope  and  Agritope  will
provide for certain employee benefit matters.

                  Epitope Board:  the board of directors of Epitope.

                  Form  S-1:  the  Registration  Statement  on Form S-1 filed by
Agritope with the Commission to register the Agritope Stock to be distributed to
holders of Epitope Stock in the Distribution.

                  Indemnifiable   Losses:  with  respect  to  any  claim  by  an
Indemnitee for indemnification  authorized pursuant to Article 4 hereof, any and
all losses,  liabilities,  claims,  damages,  obligations,  payments,  costs and
expenses (including,  without limitation,  the costs and expenses of any and all
Actions, demands, assessments,  judgments,  settlements and compromises relating
thereto and  reasonable  attorney  fees and  expenses in  connection  therewith,
including attorney fees before and at trial and in connection with any appeal or
petition  for review)  suffered by such  Indemnitee  with respect to such claim,
other than those arising out of an individual's service as a director,  officer,
or  employee  of the entity  that would be the  Indemnifying  Party but for this
exclusion.

                  Indemnifying Party: any party who is required to pay any other
person pursuant to Article 4 hereof.

                  Indemnitee:  any party who is entitled to receive payment from
an Indemnifying Party pursuant to Article 4 hereof.

                  Indemnity  Payment:   the  amount  an  Indemnifying  Party  is
required to pay an Indemnitee pursuant to Article 4 hereof.

                  Insurance  Proceeds:  those  monies (i) received by an insured
from an insurance  carrier or (ii) paid by an insurance carrier on behalf of the
insured,   in   either   case  net  of  any   applicable   premium   adjustment,
retrospectively rated premium,  deductible,  retention,  cost or reserve paid or
held by or for the benefit of such insured.

                  Insured Claims: those Liabilities that, individually or in the
aggregate,  are covered  within the terms and conditions of any of the Policies,
whether  or  not  subject  to  deductibles,  co-insurance,  uncollectibility  or
retrospectively-rated  premium  adjustments,  but only to the  extent  that such
Liabilities are within applicable Policy limits, including aggregates.

                  Liabilities:  any and all debts,  liabilities and obligations,
whether accrued,  contingent or reflected on a balance sheet,  known or unknown,
including,  without limitation,  those arising under any law, rule,  regulation,
Action, order or consent decree of any


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governmental  entity  or any  judgment  of any court of any kind or award of any
arbitrator of any kind,  and those  arising  under any  contract,  commitment or
undertaking.

                  Policies:  insurance  policies and insurance  contracts of any
kind, including, without limitation, primary and excess policies,  comprehensive
general  liability  policies,  automobile  and workers'  compensation  insurance
policies, and self-insurance arrangements, together with the rights and benefits
thereunder.

                  Private  Placement:  the sale of  Agritope  Stock or  Agritope
Preferred to certain  private  investors in  transactions  intended to be exempt
from  registration  under  the  Securities  Act  pursuant  to  Regulation  D  or
Regulation S under the Securities Act.

                  Record Date:  the date  determined by the Epitope Board as the
record date for the Distribution.

                  Related   Agreements:   the   Employee   Benefits   Agreement,
Transition Services and Facilities Agreement,  Tax Allocation Agreement, and all
other agreements entered into by Epitope and Agritope pursuant to this Agreement
or otherwise in connection with the Distribution.

                  Related Company: each of UAF, Limited Partnership,  a Delaware
limited  partnership,  Petals USA, Inc., a Minnesota  corporation,  and Superior
Tomato Associates, L.L.C., a Delaware limited liability company.

                  Securities Act: the Securities Act of 1933, as amended.

                  Shared  Policies:  all Policies  owned or  maintained by or on
behalf of Epitope prior to the  Distribution  Date,  relating to both  Epitope's
business and the Agritope Business.

                  Tax Allocation Agreement: the agreement,  substantially in the
form of Exhibit B hereto,  pursuant to which  Epitope and Agritope  will provide
for certain tax matters.

                  Transition Services and Facilities  Agreement:  the agreement,
substantially  in the form of Exhibit C hereto,  pursuant to which  Epitope will
provide certain  transitional  services and facilities to Agritope following the
Distribution Date.

                  Vinifera:  Vinifera, Inc., an Oregon corporation.

                                    ARTICLE 2
                          PRE-DISTRIBUTION TRANSACTIONS

                  2.1 Private  Placement of Agritope Equity.  Agritope shall use
its best efforts to obtain  commitments  in the form of executed  share purchase
agreements from investors


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interested in investing in Agritope in a Private  Placement to occur immediately
following the Distribution. Agritope shall use its best efforts to determine the
aggregate amount of committed investment capital as soon as practicable.

         2.2  Agritope  Corporate  Actions.  Prior  to  the  Distribution  Date,
Agritope will take all corporate action necessary to effect the Distribution and
comply with this Agreement and any Related Agreements, including but not limited
to  authorizing a  recapitalization  such that a sufficient  number of shares of
Agritope  Stock  are  available  to  effect  the  Distribution,   and  approving
appropriate   stock-based   compensation   or  other   plans,   agreements   and
arrangements, as provided for in the Employee Benefits Agreement.

         2.3 Epitope  Approval.  Subject to the business judgment of the Epitope
Board,  Epitope shall  cooperate with Agritope in effecting any actions that are
reasonably necessary or desirable to be taken by Agritope in connection with the
transactions contemplated by this Agreement or any Related Agreements including,
without limitation,  approving or ratifying as sole stockholder of Agritope, the
election  or  appointment  of  directors  of  Agritope  to serve  following  the
Distribution,  appropriate stock-based  compensation or other plans for Agritope
Employees, board members and consultants,  and any recapitalization necessary to
effect the Distribution.

         2.4  Related  Agreements.  Epitope  and  Agritope  will use their  best
efforts to cause,  on or before the Record Date,  the  execution and delivery by
each party of the Related  Agreements and any other agreements  deemed necessary
or  desirable  by the  parties to  establish  and  govern the  post-Distribution
relationship of the parties.

         2.5      Securities Law Actions.

                  (a)  Epitope  and  Agritope  will  prepare,  and file with the
         Commission,  the  Form  S-1,  including  the  Distribution  Prospectus.
         Epitope and Agritope shall use reasonable efforts to cause the Form S-1
         to  become  effective  under  the  Securities  Act,  and,  as  soon  as
         practicable  after  the  Distribution  Date,  Epitope  shall  mail  the
         Distribution  Prospectus  to holders of Epitope  Stock as of the Record
         Date. The joint  obligations of Epitope and Agritope under this Section
         2.4(a) shall not affect their respective obligations of indemnity under
         Article 4 hereof.

                  (b) Epitope and Agritope shall take all such actions as may be
         necessary or  appropriate  under the securities or blue sky laws of the
         various states or other political subdivisions of the United States and
         other  countries in connection  with the  Distribution  and the Private
         Placement.

                  (c)  Agritope  will  prepare  and file,  and will use its best
         efforts to have  approved,  an  application  for  inclusion of Agritope
         Stock on The Nasdaq SmallCap Market.


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                                    ARTICLE 3
                                THE DISTRIBUTION

         3.1 Discretion of Epitope Board; No Obligation.  The Epitope Board will
have the sole  discretion to determine,  by resolution,  the Record Date and all
appropriate procedures in connection with the Distribution. Nothing contained in
this  section  shall be  interpreted  to create  any  obligation  on the part of
Epitope or  Agritope to effect or to seek to effect the  Distribution  or in any
way limit Epitope's right to terminate this Agreement prior to the Record Date.

         3.2 Conditions to the  Distribution.  The  Distribution  will not occur
prior to such time as each of the following  conditions  have been  satisfied or
have been waived by the Epitope Board, in its sole discretion:

                  (a)  Agritope  shall have  received  binding  commitments  for
         financing in an amount the Epitope  Board deems  sufficient  to support
         the  operations  of the Core  Companies  as  businesses  separate  from
         Epitope for a period of not less than two years;

                  (b) any  waivers,  consents,  or  amendments  with  respect to
         agreements or other obligations entered into by or binding upon Epitope
         or any Core Company shall have been executed and received to the extent
         necessary to prevent  Epitope or the Core Company from being in default
         with  respect  to  such   agreements  or   obligations   following  the
         Distribution;

                  (c) an opinion  shall have been  received  from Miller,  Nash,
         Wiener,  Hager & Carlsen LLP in form and substance  satisfactory to the
         Epitope  Board,  with  respect to the federal  income tax status of the
         Distribution under Section 355 of the Code;

                  (d) the Form S-1 shall  have been  declared  effective  by the
         Commission;

                  (e)  any  material   approvals   and  consents   necessary  to
         consummate  the  Distribution  shall have been obtained and shall be in
         full force and  effect,  and no Action  shall be pending or  threatened
         with respect to the Distribution; and

                  (f) no other event or development shall have occurred that, in
         the judgment of the Epitope Board, would have a material adverse effect
         on Epitope or its shareholders.

                  3.3 The Distribution.  On or prior to the Record Date, Epitope
will deliver its  certificate or  certificates  for Agritope Stock to the Agent.
Epitope  will  deliver  to  the  Agent  a  stock   certificate  or  certificates
representing,  in the  aggregate  (and rounded down to the nearest whole share),
the  number  of shares  necessary  so that one  share of  Agritope  Stock may be
distributed to Epitope  shareholders  of record for every five shares of Epitope
Stock


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outstanding on the Record Date. Thereafter,  Epitope shall instruct the Agent to
distribute to holders of record of Epitope  Stock on the Record Date,  one share
of Agritope Stock for every five shares of Epitope  Stock.  All of the shares of
Agritope Stock issued in the Distribution will be fully paid,  nonassessable and
free of preemptive  rights. If the aggregate number of shares held by Epitope or
delivered  to  the  Agent  as of  the  Record  Date  exceeds  the  number  to be
distributed to Epitope shareholders,  Epitope shall return or instruct the Agent
to return the excess  shares to  Agritope  for  cancellation,  as an  additional
contribution to capital.

                  3.4 Fractional  Shares. No certificates or scrip  representing
fractional   shares  of  Agritope  Stock  will  be  issued  as  a  part  of  the
Distribution, and in lieu of receiving fractional shares, each holder of Epitope
Stock who would otherwise be entitled to receive a fractional  share of Agritope
Stock  pursuant to the  Distribution  will  receive  cash from  Epitope for such
fractional share.

                                    ARTICLE 4
                    INDEMNIFICATION, CLAIMS AND OTHER MATTERS

                  4.1 Indemnification by Epitope. Epitope will indemnify, defend
and hold  harmless the  Agritope  Units and each of their  directors,  officers,
employees,  and agents from and against any and all  Indemnifiable  Losses after
the  Distribution  Date arising out of or due to,  directly or  indirectly:  (i)
Liabilities  incurred  in the course of the  business or  operations  of Epitope
exclusive of the Agritope Business; (ii) any claim that the information included
in the Distribution  Prospectus or the Form S-1 under (A) the captions  "Summary
--  Distributing  Corporation  and  Business,"  "-- Financing of Agritope,"  "--
Distribution  Ratio," "-- Record Date," "-- Distribution  Date," "--Shares to be
Distributed,"  "--  Fractional  Share  Interests,"  "-- Primary  Purposes of the
Distribution," "-- Tax Consequences," or "--Relationship  with Epitope after the
Distribution,"  and the  corresponding  information  appearing  elsewhere in the
Distribution  Prospectus,  (B) the captions "The Distribution -- Reasons for the
Distribution," "-- Manner of Effecting the Distribution" and "-- Certain Federal
Income Tax  Consequences,"  or (C) the information  concerning Vector Securities
International,  Inc. is false or misleading with respect to any material fact or
omits to state any material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were  made,  not  misleading;  (iii) any third  party  claim of  failure by
Epitope to perform  under,  or of any  violation by Epitope of, any provision of
this  Agreement or any Related  Agreement,  which is to be performed or complied
with by Epitope; and (iv) breaches of this Agreement or any Related Agreement by
Epitope.

                  4.2  Indemnification  by Agritope.  Agritope  will  indemnify,
defend and hold harmless Epitope and each of its directors, officers, employees,
and  agents  from  and  against  any  and all  Indemnifiable  Losses  after  the
Distribution  Date  arising  out of or  due  to,  directly  or  indirectly:  (i)
Liabilities  incurred  in  the  course  of  the  Agritope  Business,   including
obligations  under any  existing  guaranty  by  Epitope  of  obligations  of any
Agritope Unit; (ii) any claim that any  information  provided in connection with
the Private Placement,  other than the information listed in Section 4.1(ii), is
false or misleading with respect to any material


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fact or omits to state  any  material  fact  required  to be stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under  which they were  made,  not  misleading,  or that the  Private  Placement
otherwise  violated the applicable law of any country;  (iii) any claim that the
information included in the Distribution  Prospectus or Form S-1, other than the
information  listed in  Section  4.1(ii)  hereof,  is false or  misleading  with
respect to any material  fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading;  (iv) any claim by
any person or entity,  other than Epitope or Agritope,  that is a shareholder or
equity owner of an Agritope Unit, relating to such person's or entity's stock or
other equity interest in an Agritope Unit; (v) any third party claims of failure
by an Agritope Unit to perform  under,  or any violation by an Agritope Unit of,
any  provision  of  this  Agreement  or any  Related  Agreement  which  is to be
performed  or  complied  with by an  Agritope  Unit;  and (vi)  breaches of this
Agreement or any Related Agreement by an Agritope Unit.

                  4.3 Insurance Proceeds. The amount that any Indemnifying Party
is or may be  required  to pay to any  Indemnitee  pursuant  to  Section  4.1 or
Section   4.2  hereof   will  be   reduced   (including,   without   limitation,
retroactively) by any Insurance Proceeds and other amounts actually recovered by
or on behalf of such Indemnitee in reduction of the related  Indemnifiable Loss.
If an  Indemnitee  shall have  received  an  Indemnity  Payment in respect of an
Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or
other amounts in respect of such  Indemnifiable  Loss as specified  above,  then
such Indemnitee will pay to such Indemnifying Party a sum equal to the amount of
such Insurance Proceeds or other amounts actually received.  Notwithstanding the
foregoing,  nothing  in this  section  grants  to an  Indemnitee  any  direct or
indirect rights or benefits to insurance coverage,  nor requires an Indemnifying
Party to make any claim for insurance coverage.

                  4.4      Procedure for Indemnification.

                  (a) If  either  party  shall  receive  notice  of any claim or
         Action brought, asserted,  commenced or pursued by any person or entity
         not a party to this Agreement (hereinafter a "Third Party Claim"), with
         respect  to which the  other  party is or may be  obligated  to make an
         Indemnity Payment, it shall give such other party prompt notice thereof
         (including  any  pleadings  relating   thereto),   specifying  in  such
         reasonable  detail  as is known to it the  nature of such  Third  Party
         Claim and the amount or estimated  amount thereof;  provided,  however,
         that the failure of a party to give notice as provided in this  Section
         4.4  shall  not  relieve   the  other  party  of  its   indemnification
         obligations  under this Article 4, except to the extent that such other
         party is actually prejudiced by such failure to give notice.

                  (b) For any  Third  Party  Claim  concerning  which  notice is
         required to be given, and, in fact, is given under  subparagraph (a) of
         this  Section  4.4,  the  Indemnifying  Party shall  defend in a timely
         manner,  to the extent permitted by law, such Third Party Claim through
         counsel appointed by the Indemnifying  Party and reasonably  acceptable
         to the Indemnitee. Once an Indemnifying Party has commenced


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         its defense of an  Indemnitee,  it cannot  withdraw  from such  defense
         until conclusion of the matter,  unless the Indemnified Party agrees to
         the  withdrawal  or the  Indemnitee is also  defending  the claim.  The
         Indemnitee  shall have the right to  participate  in the defense of the
         Third Party Claim by employing separate counsel at its own expense.

                  (c) If a party  responds to a notice of a Third Party Claim by
         denying  its  obligation  to  indemnify  the  other  party,  or if  the
         Indemnifying   Party  fails  to  defend  in  a  timely  or   reasonably
         satisfactory  manner,  the Indemnitee  shall be entitled to defend such
         Third Party Claim through counsel  appointed by it. In addition,  if it
         is later  determined that such party  wrongfully  denied such claim, or
         the  Indemnifying  Party  failed  to defend  timely or in a  reasonably
         satisfactory  manner,  then the Indemnifying  Party shall (i) reimburse
         the  Indemnitee  for  all  reasonable  costs  and  expenses  (including
         attorney fees before and at trial and in connection  with any appeal or
         petition for review,  but excluding salaries of officers and employees)
         incurred by the Indemnitee in connection with its defense of such Third
         Party Claim; and (ii) be estopped from  challenging a judgment,  order,
         settlement,  compromise,  or consent judgment resolving the Third Party
         Claim entered into in good faith by the  Indemnitee  (if such claim has
         been resolved  prior to the  conclusion of the  proceeding  between the
         Indemnitee  and  Indemnifying  Party).  An  Indemnifying  Party,  after
         initially rejecting a claim for defense or indemnification,  may defend
         and indemnify the  Indemnitee,  at any time prior to the  resolution of
         said  Third  Party  Claim,  for  such  claim,  provided  that  (x)  the
         Indemnifying  Party  reimburses the Indemnitee for all reasonable costs
         and  expenses  (including  attorney  fees  before  and at trial  and in
         connection  with any  appeal or  petition  for  review,  but  excluding
         salaries of officers  and  employees)  incurred  by the  Indemnitee  in
         connection  with its  defense of such Third  Party Claim up to the time
         the  Indemnifying  Party  assumes  control of the defense of such claim
         (including  costs  incurred in the  transition  of the defense from the
         Indemnitee to the  Indemnifying  Party);  and (y) the assumption of the
         defense of the Third Party Claim is not  expected to prejudice or cause
         harm to the Indemnitee.

                  (d)  With   respect  to  any  Third   Party  Claim  for  which
         indemnification  has been claimed hereunder,  no party shall enter into
         any compromise or  settlement,  or consent to the entry of any judgment
         which (i) does not  include as a term  thereof  the giving by the third
         party  of a  release  to the  Indemnitee  from  all  further  liability
         concerning such Third Party Claim on terms no less favorable than those
         obtained by the party  entering  into such  compromise,  settlement  or
         consent;  or (ii) imposes any obligation on the Indemnitee without such
         Indemnitee's   written   consent  (such  consent  not  to  be  withheld
         unreasonably), except an obligation to pay money which the Indemnifying
         Party  has  agreed to pay and has the  ability  to pay on behalf of the
         Indemnitee.  In the  event  that an  Indemnitee  enters  into  any such
         compromise,  settlement or consent  without the written  consent of the
         Indemnifying  Party  (other  than as  contemplated  by  Section  4.4(c)
         hereof),  the entry of such  compromise,  settlement  or consent  shall
         relieve  the  Indemnifying  Party  of  its  indemnification  obligation
         related  to  the  claims  underlying  such  compromise,  settlement  or
         consent.


                                      - 9 -
<PAGE>


                  (e)  Upon  final   judgment,   determination,   settlement  or
         compromise of any Third Party Claim, and unless otherwise agreed by the
         parties in writing, the Indemnifying Party shall pay promptly on behalf
         of the Indemnitee,  or to the Indemnitee in reimbursement of any amount
         theretofore  required  to be  paid by the  Indemnitee,  the  amount  so
         determined by final judgment, determination,  settlement or compromise.
         Upon the payment in full by the Indemnifying  Party of such amount, the
         Indemnifying  Party shall  succeed to the rights of such  Indemnitee to
         the extent not waived in  settlement,  against the third party who made
         such Third Party Claim and any other person who may have been liable to
         the Indemnitee with respect to the indemnified matter.

                  (f) In connection  with defending  against Third Party Claims,
         the  parties  shall  cooperate  with and  assist  each  other by making
         available all employees,  books,  records,  communications,  documents,
         items and matters  within their  knowledge,  possession or control that
         are necessary,  appropriate or reasonably  deemed relevant with respect
         to defense of such  claims;  provided,  however,  that  nothing in this
         subparagraph  (f)  shall  be  deemed  to  require  the  waiver  of  any
         privilege,  including  the  attorney-client  privilege,  or  protection
         afforded by the attorney work product doctrine. In addition, regardless
         of the party actually  defending a Third Party Claim for which there is
         an indemnity  obligation  under Section 4.1 or 4.2 hereof,  the parties
         shall give each other regular  status  reports  relating to such action
         with detail  sufficient to permit the other party to assert and protect
         its rights and obligations under this Agreement.

                  4.5 Other Claims.  Any claim for an  Indemnifiable  Loss which
does not result from a Third  Party  Claim  shall be asserted by written  notice
from the Indemnitee to the Indemnifying  Party within 120 days of first learning
thereof.  All such claims that are not timely asserted  pursuant to this section
shall be deemed to be forever  waived.  The  Indemnitee's  written  notice shall
contain such  information as the  Indemnitee  has regarding the alleged  breach.
Such  Indemnifying  Party shall have a period of 120 days (or such  shorter time
period as may be required by law as indicated by the  Indemnitee  in the written
notice) within which to respond  thereto.  If such  Indemnifying  Party does not
respond within such 120-day period (or lesser period),  such Indemnifying  Party
shall be deemed to have accepted  responsibility  to make payment for the amount
of Indemnifiable Loss and shall have no further right to contest the validity of
such claim.  If such  Indemnifying  Party does  respond  within such 120-day (or
lesser) period and rejects such claim in whole or in part, such Indemnitee shall
be free to pursue such  remedies as may be  available  under  applicable  law or
under this Agreement.

                  4.6 Contribution in Respect of Certain  Indemnifiable  Losses.
If the  indemnification  provided  for in this  Article 4 is  unavailable  to an
Indemnitee in respect of any  Indemnifiable  Loss arising out of, or related to,
information contained in the Distribution  Prospectus or the related Form S-1 or
used in connection with the Private Placement,  the Indemnifying  Party, in lieu
of indemnifying such Indemnitee,  shall contribute to the amount paid or payable
by such Indemnitee as a result of such Indemnifiable Loss, in such proportion as
is  appropriate  to reflect  the  relative  fault of  Agritope,  its  directors,
officers,


                                     - 10 -
<PAGE>


employees or agents,  on the one hand,  and Epitope,  its  directors,  officers,
employees or agents,  on the other hand,  in connection  with the  statements or
omissions which resulted in such Indemnifiable  Loss. The relative fault of such
respective  groups  shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by either such group.

                  4.7 No Beneficiaries.  Except to the extent expressly provided
otherwise in this Article 4, the indemnification  provided for by this Article 4
shall  not inure to the  benefit  of any third  party or  parties  and shall not
relieve any insurer who would  otherwise  be  obligated  to pay any claim of the
responsibility  with respect thereto or, solely by virtue of the indemnification
provisions hereof,  provide any such subrogation rights with respect thereto and
each party agrees to waive such rights  against the other to the fullest  extent
permitted.

                                    ARTICLE 5
                           CERTAIN ADDITIONAL MATTERS

                  5.1  Construction  of  Agreements.  Notwithstanding  any other
provisions  in this  Agreement to the  contrary,  in the event and to the extent
that  there is a conflict  between  the  provisions  of this  Agreement  and the
provisions of any Related  Agreement,  the provisions of such Related  Agreement
shall control.

                  5.2 Consents and  Assignments.  Epitope and Agritope shall use
reasonable efforts to obtain,  either before or after the Distribution Date, any
consent,  approval or amendment  required to novate and/or assign to an Agritope
Unit or to Epitope, as appropriate,  all agreements,  leases, licenses and other
rights of any nature whatsoever relating solely to that party's business.

                  5.3 No Representations or Warranties. Agritope understands and
agrees that Epitope is not, in this  Agreement,  or in any Related  Agreement or
any other agreement or document contemplated by this Agreement,  representing or
warranting in any way as to the businesses and Liabilities retained, transferred
or assumed in  connection  with the  Distribution,  or that the obtaining of the
consents or approvals, the execution and delivery of any ancillary or amendatory
agreements or the making of the filings and  applications  contemplated  by this
Agreement  will  satisfy the  provisions  of all  applicable  agreements  or the
requirements of all applicable laws or judgments, it being understood and agreed
that, subject to Section 5.2 hereof,  Agritope shall bear the economic and legal
risk of the business and Liabilities  retained or assumed hereunder by Agritope,
and the legal and economic risk that any necessary consents or approvals are not
obtained or that any  requirements  of law or judgments are not complied with or
satisfied.

                  5.4 Officers and  Directors.  Agritope and Epitope  shall take
all  necessary  actions to elect or otherwise  appoint,  as of the  Distribution
Date,  individuals  to be directors  or officers  (or both) of Agritope,  as set
forth in the Form S-1, and to cause the resignation of


                                     - 11 -
<PAGE>


individuals  as officers and directors of each so that there are only two common
directors  of  Agritope  and Epitope as of the  Distribution  Date and no common
officers.

                  5.5 Existing  Intercompany  Arrangements.  Except as otherwise
provided in this Agreement, any and all agreements, arrangements, commitments or
understandings,  whether or not in writing, between Epitope and Agritope will be
terminated  and of no  further  force and  effect as of the  Distribution  Date.
Following  the  Distribution  Date,  the parties shall discuss in good faith the
provision of any  services  and products to be provided by the other,  but which
inadvertently  were not the  subject  of this  Agreement  or any  other  Related
Agreement.

                  5.6 Termination of Intercompany Accounts.  Except as described
in Section 9.2, any intercompany receivable, payable or loan between Epitope and
Agritope  outstanding on the  Distribution  Date will be deemed  terminated as a
result of the  consummation of the  transactions  contemplated in this Agreement
and will be treated as a capital contribution.

                                    ARTICLE 6
                 ACCESS TO INFORMATION AND SERVICES; TECHNOLOGY


                  6.1 Provision of Corporate Records. Following the Distribution
Date, all Books and Records will remain the property of Epitope but will be made
available upon  reasonable  notice and during normal  business hours to Agritope
for review and  duplication  until the earlier of (i) notice from  Agritope that
such Books and Records  are no longer  needed by  Agritope,  or (ii) the seventh
anniversary of the Distribution Date.

                  6.2  Access to  Information.  From and after the  Distribution
Date,  Epitope  and  Agritope  will  afford to each  other  and to each  other's
authorized  accountants,  legal  counsel  and other  designated  representatives
reasonable access and duplicating  rights (with copying costs to be borne by the
requesting  party)  during  normal  business  hours to all Books and Records and
documents,   communications,   items  and  matters,   including   computer  data
(collectively,  "Information")  within each  other's  knowledge,  possession  or
control,  relating to the Agritope Units or Agritope Employees,  insofar as such
access is reasonably  required by Epitope or Agritope (and shall use  reasonable
efforts  to  cause  persons  or firms  possessing  Information  to give  similar
access).  Information  may be requested  under this Article 6 for any legitimate
business purpose  including,  without  limitation,  audit,  accounting,  claims,
Actions,  litigation  and tax  purposes,  as well as for purposes of  fulfilling
disclosure and reporting obligations, but not for competitive purposes.

                  6.3  Production of Witnesses and  Individuals.  From and after
the Distribution  Date, Epitope and Agritope will use reasonable efforts to make
available  to each other,  upon  written  request,  their  respective  officers,
directors,  employees and agents for fact finding,  consultation  and interviews
and as witnesses to the extent that any such person may  reasonably  be required
in connection with any Actions in which the requesting party may


                                     - 12 -
<PAGE>


from time to time be  involved.  Epitope and Agritope  agree to  reimburse  each
other for  reasonable  out-of-pocket  expenses  (but not labor charges or salary
payments)  incurred by the other in connection  with providing  individuals  and
witnesses pursuant to this Section 6.3.

                  6.4  Retention  of  Records.  Except  when a longer  retention
period  is  otherwise  required  by law or  agreed to in  writing,  Epitope  and
Agritope will retain,  for seven years  following  the  Distribution  Date,  all
material  Information  relating to Agritope.  Notwithstanding the foregoing,  in
lieu of  retaining  any specific  Information,  Epitope or Agritope may offer in
writing  to deliver  such  Information  to the other  and,  if such offer is not
accepted  within 90 days, the offered  Information may be destroyed or otherwise
disposed of at any time.  If a recipient of such offer  requests in writing that
any of the  Information  proposed to be destroyed or disposed of be delivered to
such  requesting  party,  the party  proposing the  destruction or disposal will
promptly  arrange for the delivery of the requested  Information (at the cost of
the requesting party).

                  6.5 Confidentiality.  During the period that Agritope has been
a wholly  owned  subsidiary  of Epitope,  employees of both Epitope and Agritope
have become  aware of a wide  variety of  otherwise  confidential  business  and
technical  information  of the other party.  Such  information of Epitope or the
Agritope  Units (the  "Disclosing  Party") shall be protected by the other party
(the "Recipient") as follows:

                  (a)  "Confidential  Information"  means nonpublic  information
         concerning the Disclosing Party's business,  business plans,  products,
         or technology, whether disclosed before or after the Distribution Date,
         including but not limited to strategic and long-range plans,  financial
         and operating results, identities of principal customers and suppliers,
         plans for capital  expenditures,  plans for expansion into new markets,
         research projects and results, and trade secrets.

                  (b) "Confidential  Information" for purposes of this agreement
excludes:

                           (i)   information   which  is  or  becomes   publicly
                  available through no act of the Recipient,  from and after the
                  date of public availability;

                           (ii)  information  disclosed  to the  Recipient  by a
                  third  party,   provided:   (A)  under  the  circumstances  of
                  disclosure   the   Recipient   does   not   have  a  duty   of
                  non-disclosure owed to such third party; (B) the third party's
                  disclosure does not violate a duty of  non-disclosure  owed to
                  another,   including  the  Disclosing   Party;   and  (C)  the
                  disclosure by the third party is not otherwise unlawful; and

                           (iii)   information   developed   by  the   Recipient
                  independent of any confidential  information of the Disclosing
                  Party which is known by the Recipient on the Distribution Date
                  and/or disclosed by the Disclosing Party thereafter.


                                     - 13 -
<PAGE>


                  (c) The  Recipient  will hold,  and will  cause its  officers,
         employees,  agents,  consultants,  advisors and  Affiliates to hold, in
         strict confidence, and not to disclose, unless compelled to disclose by
         judicial  or   administrative   process  or,  in  the  opinion  of  its
         independent   legal  counsel,   by  other   requirements  of  law,  all
         Confidential Information of the Disclosing Party.

                  (d) The Recipient  shall protect  Confidential  Information of
         the Disclosing Party by using the same degree of care, but no less than
         a reasonable degree of care, to prevent unauthorized  disclosure as the
         Recipient  uses to protect its own  confidential  information of a like
         nature.

                  (e) The Recipient may disclose Confidential Information of the
         Disclosing Party to its employees, Affiliates, sublicensees, agents and
         advisors (such as attorneys,  accountants  and other  consultants)  who
         need to know the information and are obligated by policy,  agreement or
         otherwise to avoid  unauthorized  use and  disclosure  of  Confidential
         Information.

                  (f) The  foregoing  restrictions  shall expire ten years after
         the later of the  Distribution  Date or the date of disclosure,  unless
         and to the extent Epitope and Agritope agree to a longer period for the
         foregoing   restrictions   with  respect  to  specific   categories  of
         Confidential Information.

                  6.6      Privileged Matters.

                  (a) Epitope and  Agritope  will each  maintain,  preserve  and
         assert all privileges,  including, without limitation, any privilege or
         protection   arising   under  or   relating   to  any   attorney-client
         relationship  (including,  without limitation,  the attorney-client and
         work product  privileges),  that existed prior to the Distribution Date
         in favor of the other  party  ("Privilege"  or  "Privileges").  Neither
         party will waive any Privilege that could be asserted under  applicable
         law by the other  party  (the  "Privileged  Party")  without  the prior
         written  consent of the Privileged  Party.  The rights and  obligations
         created by this paragraph apply to all information as to which, but for
         the  Distribution,  a party  would have been  entitled to assert or did
         assert the protection of a Privilege ("Privileged Information").

                  (b) Upon receipt by either party or any of its  Affiliates  of
         any subpoena,  discovery or other  request that arguably  calls for the
         production or disclosure of Privileged  Information of the other party,
         or if a party  obtains  knowledge  that any of its  current  or  former
         employees has received any  subpoena,  discovery or other request which
         arguably   calls  for  the   production  or  disclosure  of  Privileged
         Information  of the other  party,  the party will  promptly  notify the
         Privileged  Party of the  existence of the request and will provide the
         Privileged Party a reasonable opportunity to review the information and
         to assert any rights it may have under this Section 6.6 or otherwise to
         prevent the production or disclosure of Privileged Information. Neither
         party will produce or disclose  any  information  it should  reasonably
         expect to be covered by a


                                     - 14 -
<PAGE>


         Privilege  under this Section 6.6 unless (i) the  Privileged  Party has
         provided its express  written consent to such production or disclosure;
         or  (ii) a  court  of  competent  jurisdiction  has  entered  a  final,
         non-appealable  order finding that the  information  is not entitled to
         protection under any applicable privilege.

                  (c)  Either  party's  provision  of  information  to the other
         party,  and  either  party's  agreement  to permit  the other  party to
         possess copies of Privileged  Information  occurring or generated prior
         to the Distribution Date, are made in reliance on the agreement, as set
         forth  in  this  Section  6.6,  to  maintain  the   confidentiality  of
         Privileged  Information  and to  assert  and  maintain  all  applicable
         Privileges.  Any actions taken by either party in  connection  with the
         Distribution and this Separation Agreement shall not be deemed a waiver
         of any  Privilege  that has been or may be asserted by either party nor
         shall they operate to reduce,  minimize or condition the rights granted
         to either  party in, or the  obligations  imposed upon either party by,
         this Section 6.6.

                  (d) Agritope shall cause the Core Companies to comply with the
         restrictions imposed on it under this Section 6.6.

                  6.7      Technology.

                  (a) On or before the Distribution  Date,  Epitope shall assign
         to Agritope,  or as applicable Agritope shall assign to Epitope,  those
         patents,  patent applications,  trademarks or service marks and related
         applications, copyrights, trade secrets, licenses, or agreements listed
         on Schedule 1, which specifies the current owner or named party and the
         party to which they are to be  assigned.  Epitope  and  Agritope  shall
         cooperate  fully with each other to effect  the  assignments  and cause
         them to be made of record.  The assignee shall pay any recording costs,
         counsel fees, or similar charges incurred to cause the assignment to be
         made of record.

                  (b) After the Distribution Date, Epitope, on the one hand, and
         the Agritope  Units,  on the other,  may use the  patented  inventions,
         trademarks,   service  marks,  copyrighted  works,  trade  secrets,  or
         internally  developed or licensed  technology of the Agritope Units and
         of  Epitope,  respectively,  only to the  extent  permitted  by this or
         another written agreement.

                  (c)  For  a  period  not  to  exceed   two  years   after  the
         Distribution Date, Agritope may continue to use the E design registered
         trademark,  Reg. Nos. 1,770,765 and 1,805,488, in connection with goods
         and  services  of a quality  comparable  to those it provides as of the
         Distribution  Date.  Agritope shall use  reasonable  efforts to adopt a
         substitute  corporate  logo  within six months  after the  Distribution
         Date,  and  shall  phase out use of the E design  trademark  as soon as
         practicable.

                  (d) Epitope and Agritope will each make their  employees  (and
         employees of the Core Companies) reasonably available to cooperate with
         the other party in


                                     - 15 -
<PAGE>


         connection  with any patent  application  filed after the  Distribution
         Date if such employees have knowledge  relevant to the application.  If
         an employee of Epitope,  on the one hand, or the Agritope Units, on the
         other,  is an inventor of an invention  assigned to an Agritope Unit or
         to  Epitope,   respectively,   the  employer  will  make  the  employee
         reasonably  available to sign patent applications or related documents,
         testify in connection with patent interference or similar  proceedings,
         and take other actions  reasonably  requested by the assignee to obtain
         or maintain  patent or other rights in the  invention.  Nothing in this
         paragraph  requires the  assignment  of any invention to Epitope or the
         Agritope Units.

                                    ARTICLE 7
                                    INSURANCE

                  7.1  Transition.  Agritope  shall use  reasonable  efforts  to
obtain by and after  the  Distribution  Date  such  insurance  policies  for the
Agritope Business as the Agritope board of directors deems advisable,  and shall
keep Epitope  informed of all new insurance  policies  obtained by Agritope that
replace  Shared  Policies.  Epitope may have the Agritope Units removed as named
insureds from each Shared Policy  covering  losses of a type for which  Agritope
obtains its own insurance policy,  regardless of differences in the limits under
the Shared  Policy and the policy  obtained  by  Agritope.  Epitope may have the
Agritope  Units removed as named  insureds on each Shared Policy at the time the
Shared Policy next comes due for renewal.  For any period after the Distribution
Date  during  which an  Agritope  Unit  remains a named  insured  under a Shared
Policy,  Agritope  shall  pay  Epitope  a  pro  rata  portion  of  the  premiums
attributable to the period.

                  7.2  Post-Distribution  Date  Claims.  If,  subsequent  to the
Distribution Date, any person, corporation,  firm or entity shall assert a claim
against an Agritope Unit with respect to any injury, loss, liability,  damage or
expense incurred or claimed to have been incurred in, or in connection with, the
conduct of the  Agritope  Business  or, to the extent any claim is made  against
Agritope,  Epitope's  business,  and which injury,  loss,  liability,  damage or
expense may arise out of insured or insurable occurrences or events under one or
more of the Shared Policies, Epitope shall at the time such claim is asserted be
deemed to assign, without need of further documentation, to Agritope any and all
rights of an insured party under the applicable Shared  Policy(ies) with respect
to such  asserted  claim,  specifically  including  rights of indemnity  and the
right(s)  to be  defended  by or at the  expense  of the  insurer(s);  provided,
however,  that nothing in this  sentence is intended to  effectuate  or shall be
deemed to constitute or reflect the assignment of the Shared Policies, or any of
them, to Agritope.

                  7.3  Allocation  of  Insurance  Proceeds.  Insurance  Proceeds
received with respect to claims,  costs and expenses  under the Shared  Policies
shall be paid to Agritope with respect to Agritope's  Liabilities and to Epitope
with  respect to Epitope's  Liabilities.  Payment of the  allocable  portions of
indemnity costs of Insurance Proceeds resulting from the liability policies will
be made to the appropriate party upon receipt from the insurance carrier. In the
event that the aggregate limits on any of the Shared Policies are exceeded,  the
parties agree


                                     - 16 -
<PAGE>


to provide an equitable  allocation  of Insurance  Proceeds  received  after the
Distribution  Date based upon their  respective  bona fide  claims.  The parties
shall use their best efforts to cooperate with respect to insurance matters.

                                    ARTICLE 8
                               DISPUTE RESOLUTION

                  8.1 Negotiation and Binding  Arbitration.  Except with respect
to matters involving Section 6.6 hereof  (Privileged  Matters) and except as may
expressly be provided in any other  agreement  between the parties  entered into
pursuant hereto, if a dispute, controversy or claim (collectively,  a "Dispute")
between  Epitope  and  Agritope  arises out of or relates to this  Agreement,  a
Related  Agreement  or any  other  agreement  entered  into  pursuant  hereto or
thereto, including,  without limitation, the breach,  interpretation or validity
of any such agreement or any matter involving an Indemnifiable Loss, Epitope and
Agritope agree to use the following procedures, in lieu of either party pursuing
other  available  remedies and as the sole remedy (except as provided in Section
8.4 below), to resolve the Dispute.

                  8.2  Initiation.  A party  seeking to initiate the  procedures
will give written  notice to the other party,  briefly  describing the nature of
the Dispute.  A meeting  will be held between the parties  within 30 days of the
receipt of such notice,  attended by individuals with decision-making  authority
regarding the Dispute, to attempt in good faith to negotiate a resolution of the
Dispute.

                  8.3  Submission  to  Arbitration.  If,  not later than 30 days
after such meeting,  the parties have not succeeded in  negotiating a resolution
of the Dispute,  they will agree to submit the Dispute to binding arbitration in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association,  by a sole arbitrator selected by the parties. The arbitration will
be held in  Portland,  Oregon,  and governed by the Federal  Arbitration  Act, 9
U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrator may
be entered by any court having  jurisdiction  thereof.  The costs of arbitration
will be apportioned between Epitope and Agritope as determined by the arbitrator
in such manner as the  arbitrator  deems  reasonable,  taking  into  account the
circumstances of the Dispute,  the conduct of the parties during the proceeding,
and the result of the arbitration.

                  8.4 Equitable  Relief.  Nothing  herein will  preclude  either
party from seeking  equitable relief to prevent any immediate,  irreparable harm
to its interests,  including multiple breaches of this Agreement or the relevant
Related Agreement by the other party. Otherwise,  these procedures are exclusive
and will be fully exhausted  prior to the initiation of any  litigation.  Either
party may seek specific  enforcement  of any  arbitrator's  decision  under this
Article. The arbitrator may consolidate an arbitration under this Agreement with
any arbitration arising under or relating to the Related Agreements or any other
agreement  between the parties entered into pursuant hereto, as the case may be,
if the subjects of the Disputes thereunder arise out of or relate essentially to
the same set of facts or transactions.  The  determination of issues relating to
consolidation and the determination of any such


                                     - 17 -
<PAGE>


consolidated  arbitration will be determined by the arbitrator appointed for the
arbitration proceeding that was commenced first in time.

                                    ARTICLE 9
                                  MISCELLANEOUS

                  9.1 Entire Agreement.  This Agreement,  including the Exhibits
and the agreements and other documents referred to herein,  shall constitute the
entire agreement between Epitope and Agritope with respect to the subject matter
hereof and shall supersede all previous  negotiations,  commitments and writings
with respect to such subject matter.

                  9.2 Expenses.  Except as otherwise  expressly provided in this
Agreement,  any Related  Agreement  or any other  agreement  being  entered into
between  Epitope and Agritope in  connection  with this  Agreement,  Epitope and
Agritope shall each pay their own costs and expenses incurred in connection with
the Distribution  and the consummation of the transactions  contemplated by this
Agreement. Agritope shall also pay the expenses of the Private Placement and the
expenses described on Schedule 2. Beginning December 1, 1997, Agritope shall pay
all costs and  expenses  incurred  in the course of the  Agritope  Business.  In
addition,  commencing  December  1, 1997,  Epitope  shall  furnish  services  to
Agritope,  and  Agritope  shall pay Epitope for such  services,  pursuant to the
Transition  Services and  Facilities  Agreement and "Shared  Services"  shall no
longer be allocated by Epitope to Agritope.  To the extent  expenses that are to
be borne by Agritope are advanced by Epitope,  Agritope shall reimburse  Epitope
for such  expenses,  without  interest,  within  five  business  days  after the
Distribution.

                  9.3 Governing Law. This Agreement,  the Related Agreements and
any other agreement entered into in connection with the  Distribution,  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
state of  Oregon  (regardless  of the laws that  might  otherwise  govern  under
applicable principles of conflict of laws).

                  9.4  Jurisdiction  and  Venue.   Subject  to  the  arbitration
provisions of this Agreement,  each party consents to the personal  jurisdiction
of the state and federal courts located in the state of Oregon and hereby waives
any argument that venue in any such forum is not convenient or proper.

                  9.5  Notices.  All  notices,   requests,   demands  and  other
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly  given (i) on the date of  service  if served  personally  on the
party to whom  notice  is  given;  (ii) on the day of  transmission  if sent via
facsimile  transmission to the facsimile number given below, provided telephonic
confirmation of receipt is obtained  promptly after  completion of transmission;
(iii) on the business day after delivery to an overnight  courier service or the
express mail service  maintained by the United States Postal  Service,  provided
receipt of delivery has been confirmed;  or (iv) on the fifth day after mailing,
provided receipt of delivery is confirmed, if mailed to the party to whom notice
is to be given, by registered or


                                     - 18 -
<PAGE>


certified  mail,   postage  prepaid,   properly   addressed  and  return-receipt
requested, to the party as follows:

                  If to Epitope:            Epitope, Inc.
                                            8505 S.W. Creekside Place
                                            Beaverton, Oregon 97008
                                            Attn:  President
                                            Facsimile No. (503) 641-8665

                  If to Agritope:           Agritope, Inc.
                                            8505 S.W. Creekside Place
                                            Beaverton, Oregon 97008
                                            Attn:  President
                                            Facsimile No. (503) 520-6196

Any party may change its address and facsimile  number by giving the other party
written  notice of its new address and facsimile  number in the manner set forth
above.

                  9.6 Modification of Agreement.  No modification,  amendment or
waiver of any  provision of this  Agreement  shall be effective  unless the same
shall be in  writing  and  signed by each of the  parties  hereto  and then such
modification,  amendment  or  waiver  shall be  effective  only in the  specific
instance and for the purpose for which given.

                  9.7  Termination.  This  Agreement may be  terminated  and the
Distribution  abandoned at any time prior to the Record Date by, and in the sole
discretion  of, Epitope  without the approval of Agritope.  In the event of such
termination,  neither party (or any of its directors of officers) shall have any
liability of any kind to the other party.

                  9.8  Successors  and Assigns.  This  Agreement  and all of the
provisions  hereof shall be binding upon and inure to the benefit of the parties
and  their  respective  successors  and  permitted  assigns,  but  neither  this
Agreement nor any of the rights,  interests or  obligations  hereunder  shall be
assigned by either party without the prior  written  consent of the other party,
and such consent shall not be unreasonably withheld.

                  9.9 No Third Party  Beneficiaries.  Except for certain parties
entitled  to  indemnification  under  Sections  4.1 and 4.2  hereof  and  listed
therein,  this  Agreement is solely for the benefit of the parties hereto and is
not  intended to confer  upon any other  person  except the  parties  hereto any
rights or remedies hereunder.

                  9.10  Titles  and  Headings;  Interpretation.  The  titles and
headings to  articles  and  sections  herein are  inserted  for  convenience  of
reference  only and are not  intended to  constitute  a part of or to affect the
meaning or interpretation of this Agreement.


                                     - 19 -
<PAGE>


                  9.11  Exhibits.  The exhibits and schedules to this  Agreement
shall be construed  with and as an integral  part of this  Agreement to the same
extent as if the same had been set forth verbatim herein.

                  9.12  Severability.  In case any one or more of the provisions
contained in this Agreement  should be invalid,  illegal or  unenforceable,  the
enforceability  of the  remaining  provisions  hereof  shall  not in any  way be
affected or impaired thereby.

                  9.13 No Waiver.  Neither the failure nor any delay on the part
of any party hereto to exercise any right under this Agreement  shall operate as
a waiver thereof, nor shall any single or partial exercise of any right preclude
any other or  further  exercise  of the same or any other  right,  nor shall any
waiver of any right with respect to any  occurrence  be construed as a waiver of
such right with respect to any other occurrence.

                  9.14  Survival.  All covenants  and  agreements of the parties
contained  in  this  Agreement   will  survive  for  ten  years   following  the
Distribution Date, except for the covenants and agreements  contained in Section
6.6, which shall continue indefinitely.

                  9.15  Counterparts.  This  Agreement may be executed in two or
more counterparts,  all of which shall be considered one and the same agreement,
and shall become a binding  agreement when a counterpart has been signed by each
party and delivered to the other party.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed  delivered on their behalf as of the date first written
above.


                                       EPITOPE, INC.

                                       By     /s/ John W. Morgan

                                       Title  President and CEO


                                       AGRITOPE, INC.

                                       By     /s/ Adolph J. Ferro

                                       Title  Chairman, President and CEO





                                     - 20 -
<PAGE>


                  The undersigned  consent to and agree to be bound by the terms
of this Agreement.

                                       VINIFERA, INC.

                                       By     /s/ Gilbert N. Miller

                                       Title  Exec Vice President


                                       AGRIMAX FLORAL PRODUCTS, INC.

                                       By     /s/ Gilbert N. Miller

                                       Title  Exec Vice President






                                     - 21 -
<PAGE>


                                   SCHEDULE 1

                      INTELLECTUAL PROPERTY TO BE ASSIGNED

NONE



                                     - 22 -

<PAGE>



                                   SCHEDULE 2

                            CERTAIN AGRITOPE EXPENSES

         1. Miller Nash fees and expenses for  Agritope  Stock  Purchase and R&D
Agreements of $12,408.

         2. All Tonkon Torp fees and expenses

         3. Travel  expenses for Dr. Ferro and Mr.  Miller for June,  September,
and  November  trips to Europe made in  connection  with  private  placement  of
Agritope Stock Purchase and R&D Agreements.

         4.       Capital Asset Acquisitions

                  - Precision Computers -- Pentium PC          $  2,734
                  - Computer System, CD Player                      699
                  - HP Gas Chromatograph                         21,208
                  - APCO Technologies Grafting Machine           10,000

         5.       Prepaid rent on new Agritope facility        $ 21,445
         ==                                                    ========





                                     - 23 -
<PAGE>


                                    EXHIBIT A

                          [EMPLOYEE BENEFITS AGREEMENT]


                                    EXHIBIT B

                           [TAX ALLOCATION AGREEMENT]


                                    EXHIBIT C

                 [TRANSITION SERVICES AND FACILITIES AGREEMENT]




                                     - 24 -