TRANSITION SERVICES AND FACILITIES AGREEMENT


   
          This TRANSITION SERVICES AND FACILITIES  AGREEMENT (this "Agreement"),
dated as of December 1, 1997, is between  EPITOPE,  INC., an Oregon  corporation
("Epitope"), and AGRITOPE, INC., a Delaware corporation ("Agritope").
    

          Agritope  desires to engage  Epitope to provide  certain  services and
facilities  for  Agritope,  and Epitope  desires to provide  such  services  and
facilities for Agritope, on the terms and conditions set forth herein.

   
          Capitalized  terms not otherwise defined shall have the meanings given
in Section 6.
    

          Epitope and Agritope agree as follows:

          1. Services.  Agritope hereby engages  Epitope to provide  Services to
Agritope  at such  times as  Agritope  may  reasonably  request.  In  performing
Services,  Epitope  shall use the same degree of care that it uses in connection
with its own  business.  Nothing  in this  Agreement  shall  require  Epitope to
provide  Services at a time or in a manner that would  interfere with the normal
conduct of Epitope's business.

          2. Facilities. Epitope hereby agrees to provide Facilities to Agritope
until such time as Agritope  relocates  its office and research and  development
operation to other leased Facilities.

          3.  Subcontractors.  With  Agritope's  consent,  which  shall  not  be
unreasonably  withheld,  Epitope may engage  third  parties to provide  Services
under this Agreement to Agritope.  Epitope may do so without  Agritope's consent
for Services usually provided to Epitope by third parties.

          4. Payments for Services and Facilities.

               4.1 Services  Payments.  Agritope shall reimburse Epitope for all
Services Costs.  After the end of each month or such other period as the parties
may agree,  Epitope  shall  submit an invoice to  Agritope  for  Services  Costs
incurred  during the  period.  Any delay in  delivering  the  invoice  shall not
relieve Agritope of its reimbursement obligations. Agritope shall pay the amount
of each invoice  within 10 days after  receiving  it.  Amounts not paid when due
shall, at Epitope's  option,  accrue late charges at the rate of 1.5 percent per
month.



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               4.2  Calculation  of  Services  Costs.  "Services  Costs" are all
direct and indirect  costs  incurred by Epitope in providing  Services,  whether
paid or accrued.  Services Costs shall be determined  using  Epitope's  internal
cost  accounting  system.  Epitope shall allocate costs of personnel who provide
services to both Epitope and  Agritope,  and indirect  costs such as general and
administrative  costs, on a reasonable basis consistent with Epitope's  internal
cost accounting  system.  Upon reasonable notice to Epitope,  Agritope personnel
shall have the right to review Epitope  records to verify the  determination  of
Services Costs.

   
               4.3 Facilities Payment.  Agritope shall pay Epitope a monthly fee
of $15,945 for use of the Facilities on the first day of each month.


          5.   Term and Termination.

               5.1 Initial Term and Renewals. The initial term of this Agreement
shall expire on December 31, 1997, but this  Agreement  shall continue in effect
for successive  one-month terms  thereafter  unless either party gives the other
written notice of termination at least 15 days before expiration of any term.

               5.2  Termination.  Either  party  may  terminate  this  Agreement
effective immediately upon written notice to the other party if such other party
fails to perform any of its material  obligations  under this Agreement and such
failure  continues  for a period of 60 days, or 10 days in the case of a failure
to make payment, after written notice thereof from the non-breaching party.

          6.  Definitions.  Capitalized  terms  not  otherwise  defined  in this
Agreement shall have the respective meanings set forth below:

               6.1  "Affiliate"  of a Person  means a Person that  directly,  or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person.

               6.2 "Agritope  Personnel"  means  Agritope,  its  successors  and
assigns, and the directors, officers, employees, and agents thereof.


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               6.3 "Facilities"  means the portion of Epitope's office space and
research  and  development  facilities  in  Beaverton,   Oregon,  consisting  of
approximately  6,300 square feet of office,  manufacturing  and laboratory space
currently used by Agritope and the related fixtures and furniture.

               6.4 "Force Majeure" means any act of nature, accident, explosion,
fire, storm,  earthquake,  flood, drought, peril of the sea, riot, embargo, war,
foreign,  federal,  state or municipal  order of general  application,  seizure,
requisition,  allocation,  failure  or  delay  of  transportation,  shortage  of
supplies,  equipment,  fuel or labor, or other  circumstance or event beyond the
reasonable control of affected party.

               6.5.  "Services"  means the  services  listed in  Schedule  A, as
amended from time to time,  and any other  services  requested by Agritope  that
Epitope agrees to provide.

               6.6. "Services Costs" has the meaning given in Section 4.2.

          7.   General.

               7.1 Amendments.  Any  modification of this Agreement or waiver of
terms must be in writing and signed by the party to be bound.

               7.2 Assignment. Except as provided below or in Section 3, neither
may assign its rights or delegate its obligations  under this Agreement  without
the  written  consent  of the other  party.  Epitope  may  assign its rights and
delegate its obligations to an Affiliate or a successor to Epitope's business if
the  Affiliate or  successor  assumes all of  Epitope's  obligations  under this
Agreement.

               7.3 Attorney Fees. In any litigation  concerning  this Agreement,
the  prevailing  party shall be entitled to recover all  reasonable  expenses of
litigation,  including  reasonable  attorney  fees at trial and on any appeal or
petition for review.

               7.4 Execution in Counterparts.  This Agreement may be executed in
counterparts which together shall constitute one instrument.

               7.5  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  and  understanding  between the parties  with  respect to its subject
matter and supersedes any prior agreement or understanding.


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               7.6 Force Majeure.  Neither party shall be liable for any failure
or delay in performing its obligations,  other than payment obligations,  caused
by Force  Majeure.  The other party may,  however,  terminate  this Agreement as
permitted  in Section 5.2 if such  failure or delay  continues  for more than 60
days.

               7.7  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance with Oregon law.

               7.8 Headings. Headings in this Agreement are for convenience only
and shall not affect its meaning.

               7.9 No Agency. Nothing in this Agreement creates any partnership,
employment or agency relationship between the parties.  Neither party shall have
the right to act on behalf of or bind the  other,  and  neither  shall  take any
action that could lead a third party to believe it has the right to do so.

               7.10 Notices.  Notices under this Agreement  shall be in writing,
shall refer specifically to this Agreement,  and shall be personally  delivered,
sent by electronic facsimile transmission promptly confirmed by mail, or sent by
registered or certified mail, return receipt requested, postage prepaid, in each
case to the  respective  address or facsimile  number  specified  below (or such
other address or number as may be specified by notice to the other party):
    

               Epitope, Inc.
               8505 S.W. Creekside Place
               Beaverton, Oregon 97008
               Attention:  President
               Fax:  (503) 641-8665

   
               Agritope, Inc.
               8505 S.W. Creekside Place
               Beaverton, Oregon  97008
               Attention:  President
               Fax:  (503) 520-6196

Any notice or communication  given in conformity with this Section 7.10 shall be
deemed to be effective when received by the  addressee,  if delivered by hand or
electronic facsimile transmission, or three days after mailing, if mailed.

               7.11  Severability.  If any  provision of this  Agreement is held
invalid or  unenforceable  in any  jurisdiction,  then,  to the  fullest  extent
permitted  by law,  (a) the  affected  provision  shall remain in full force and
effect in all other jurisdictions, (b) all other provisions shall remain in full


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force and effect,  and (c) the parties  will use their best  efforts to find and
employ other means to achieve the same or substantially  the same result as that
contemplated by the provision held invalid or unenforceable.
    

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

                                  EPITOPE, INC.


                                  By /s/ John W. Morgan
                                    President and Chief
                                    Executive Officer

                                  AGRITOPE, INC.


   
                                  By /s/ Adolph J. Ferro
                                    Chairman, President and Chief
                                    Executive Officer
    





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                                   SCHEDULE A
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     1.Management  information  services  consisting  of  software  support  and
hardware maintenance at the rate of $1,690 per month.

     2. Telephone services based on third-party billings.

     3. Equipment maintenance, other than computer hardware, on call at the rate
of $25 per hour.

     4. Front desk receptionist services at no charge (Agritope will provide its
own telephone receptionist services).