AMENDED AND RESTATED
                           EMPLOYEE BENEFITS AGREEMENT


                  THIS AMENDED AND RESTATED EMPLOYEE BENEFITS
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 19, 1997.


                                    RECITALS

                  A. The board of directors of Epitope has determined that it is
in the best interests of Epitope and its shareholders to separate the businesses
of Epitope and Agritope.

                  B. In  furtherance  of the plan to  separate  the  businesses,
Epitope and Agritope have entered into that certain  Separation  Agreement dated
December 1, 1997 (the  "Separation  Agreement"),  pursuant to which Epitope will
make a dividend distribution to its shareholders (the "Distribution") of all the
issued and  outstanding  shares of  Agritope  common  stock,  par value $.01 per
share,  including certain preferred stock purchase rights attached thereto, held
by Epitope, on the terms and conditions contained therein.

                  C. In connection with the  Distribution,  Epitope and Agritope
desire to provide for the  allocation  between them of assets,  liabilities  and
responsibilities with respect to certain employee compensation and benefit plans
and programs following 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, or as set forth in the Separation Agreement.

                  401(k) Retirement Plan: A defined contribution plan maintained
pursuant  to  Section  401(k)  or  401(a)  of the Code for  Employees  and their
beneficiaries. The following are specific 401(k) Retirement Plans:

                  (i)      Agritope  401(k)  Plan:  The  Agritope,  Inc.  401(k)
                           Profit  Sharing Plan to be adopted by Agritope  prior
                           to the  Distribution  Date pursuant to Section (a) of
                           this Agreement.

                  (ii)     Epitope 401(k) Plan: The Epitope,  Inc. 401(k) Profit
                           Sharing Plan, in effect as of the date hereof.


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                  Additional   Insurance   Plans:   Insurance   plans  providing
insurance  benefits  other  than  Medical/Dental  Plan  benefits  to  Employees,
including Life Insurance and Accidental Death and Dismemberment Insurance.

                  Agritope Board:  The board of directors of Agritope.

                  Agritope Option Plan: The Agritope, Inc. 1997 Stock Award Plan
to be adopted pursuant to Section of this Agreement.

                  Agritope Stock Distribution Value: See definition in Section .

                  Agritope  Stock  Plans:  The  Agritope  Option  Plan  and  the
Agritope Purchase Plan. Each Agritope Stock Plan will contain  substantially the
same material provisions as the corresponding Epitope Plan.

                  Distribution Date: The effective date of the Distribution,  as
determined by the Epitope board of directors.

                  Distribution  Ratio:  The  number  (which  may be or include a
fraction)  of shares of  Agritope  Stock to be  issued  in the  Distribution  to
Epitope  shareholders  for each  share of  Epitope  Stock as  determined  by the
Epitope Board.

                  Employee:  An individual who, on the Distribution  Date, is an
employee of either Epitope or Agritope or any of its subsidiaries. There will be
two categories of Employees after the Distribution:

                           Agritope Employee:  Any individual who is an employee
                  of Agritope or any of its subsidiaries  immediately  after the
                  Distribution.

                           Epitope  Employee:  Any individual who is an employee
                  of Epitope immediately after the Distribution.

                  Epitope Option Plans: The Epitope, Inc. Incentive Stock Option
Plan and the Epitope, Inc. 1991 Stock Award Plan.

                  ERISA: The Employee Retirement Income Security Act of 1974, as
amended, or any successor legislation.

                  Existing  Agritope Option Plan: The Agritope,  Inc. 1992 Stock
Award Plan.

                  Existing Epitope Option:  Each unexercised  option to purchase
Epitope  Stock  outstanding  as of the close of  business  on the day before the
Distribution  Date,  issued  pursuant to an Epitope  Option Plan or the Existing
Agritope Option Plan.


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<PAGE>


                  Medical/Dental  Plan:  A plan  providing  health  benefits  to
Employees and their dependents, including:

                   (i) Agritope  Medical/Dental  Plans: The Medical/Dental Plans
         to be established by Agritope in accordance with Section hereof and

                   (ii) Epitope Medical/Dental Plans: The Epitope Medical/Dental
         Plans in effect as of the date hereof and  continued  by Epitope  after
         the Distribution Date.

                  Plan:  Any plan,  policy,  arrangement,  contract or agreement
providing  compensation  or  benefits  for any  group  of  Employees  or for any
individual  Employee or the  dependents or  beneficiaries  of any such Employee,
including  without  limitation any employee welfare and employee pension benefit
plans (as defined in ERISA) and any employee  option  plans.  The term "Plan" as
used in this Agreement does not include any contract, agreement or understanding
entered  into by  Epitope  or  Agritope  relating  to  settlement  of  actual or
potential employee-related litigation claims.

                  Purchase Plan: A stock-based  Plan meeting the requirements of
Section 423 of the Code. The following are specific Purchase Plans:

                           (i) Agritope  Purchase Plan: The Agritope,  Inc. 1997
                  Employee  Stock  Purchase Plan to be adopted by Agritope prior
                  to the Distribution Date pursuant to Section .

                           (ii) Epitope  Purchase Plan:  The Epitope,  Inc. 1993
                  Employee Stock Purchase Plan, as amended,  in effect as of the
                  date hereof.

                  Qualified  Beneficiary:  An individual (or dependent  thereof)
who either (1) experiences a "qualifying event" (as that term is defined in Code
Section   4980B(f)(3)  and  ERISA  Section  603)  while  a  participant  in  any
Medical/Dental  Plan, or (2) becomes a "qualified  beneficiary" (as that term is
defined  in Code  Section  4980B(g)(1)  and  ERISA  Section  607(3))  under  any
Medical/Dental Plan.

                  Service Time: The period taken into account under any Plan for
purposes  of  determining  length of  service or plan  participation  to satisfy
eligibility, vesting, benefit accrual and similar requirements under such Plan.

                  Welfare  Plan:  Any  Plan  that  provides   medical,   health,
disability,  accident,  life  insurance,  death,  dental  or any  other  welfare
benefit, including, without limitation, any post-employment benefit.


                                      - 3 -
<PAGE>


                                    ARTICLE 2
                             EMPLOYMENT AND CREDITS

         2.1  Allocation  of  Responsibilities  on  Distribution  Date.  On  the
Distribution  Date,  except as otherwise  agreed  between the parties,  Agritope
shall retain or assume, as the case may be, sole  responsibility as employer for
Agritope  Employees,  and shall cause any Agritope Employee that is then a party
to any employment,  change in control or other employment-related agreement with
Epitope to  terminate  such  agreement  effective  as of the  Distribution  Date
(except  confidentiality,   indemnification,  and  similar  agreements  relating
primarily  to past  services to Epitope).  Except as otherwise  provided in this
Agreement,  the fact that Agritope assumes or retains responsibility as employer
of Agritope  Employees as of the Distribution  Date shall not, of itself,  cause
such employee to be deemed  terminated  under any Plan  maintained by Epitope or
Agritope.

         2.2 Service Time.  For purposes of  determining  Service Time under any
Welfare Plan,  Agritope shall credit each Agritope Employee with such Employee's
Service Time and original hire date as may be reflected in Epitope's  employment
records  as of the  Distribution  Date.  Such  Service  Time and hire date shall
continue to be maintained for as long as the Employee's employment with Agritope
does not terminate.  Agritope shall be free to make such determinations relating
to  Service  Time  under  any  Agritope  Stock  Plans as  Agritope,  in its sole
discretion, deems appropriate. Subject to the provisions of ERISA, Agritope may,
in its sole discretion, make such decisions as it deems appropriate with respect
to  determining  Service Time for any Agritope  Employee whose  employment  with
Agritope is terminated  following the Distribution  Date but who is subsequently
reemployed by Agritope.

                                    ARTICLE 3
                                  STOCK OPTIONS

         3.1 Amendment of Epitope Option Plans.  Prior to the Distribution Date,
Epitope  shall take all action  necessary and  appropriate  to amend the Epitope
Option Plans and, to the extent necessary and permissible without the consent of
option holders, outstanding options issued under the plans to be consistent with
the terms of this Section .

                  (a)  Effect  of  Employment  by  Agritope.   For  purposes  of
         determining  the period during which  Existing  Epitope  Options remain
         exercisable,  employment  by  Agritope  or any of  its  majority  owned
         subsidiaries following the Distribution Date shall be deemed employment
         by Epitope,  notwithstanding the fact that Agritope will no longer be a
         subsidiary of Epitope  after the  Distribution  Date.  For continued or
         future  vesting and all other  purposes  relating  to Existing  Epitope
         Options,   employment  by  Agritope  or  any  of  its  majority   owned
         subsidiaries after the Distribution Date shall not be deemed employment
         by Epitope.  Accordingly,  any affected  holder of an Existing  Epitope
         Options  granted  under  Epitope  Option  Plans  will be  treated  as a
         terminated  employee and options will continue to vest according to the
         schedule provided in the applicable award agreement.


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<PAGE>



                  (b) Adjustment to Exercise Price of Existing  Epitope Options.
         The per share  exercise  price of each Existing  Epitope  Option issued
         under the  Epitope  Option  Plans  shall be  reduced  one day after the
         Distribution Date by subtracting the Agritope Stock  Distribution Value
         (as defined  below) from the stated  exercise  price.  "Agritope  Stock
         Distribution  Value"  is equal to (a) $7,  being the price per share at
         which  foreign  investors  have  agreed  to  purchase  Agritope  Stock,
         multiplied  by (b) the  number  of shares of  Agritope  Stock  that are
         issued in the  Distribution  or that  investors  have  agreed as of the
         Distribution  Date to  purchase,  plus the  214,285  shares of Agritope
         Preferred to be purchased by Vilmorin & Cie,  divided by (c) the number
         of shares of Epitope Stock outstanding on the Record Date.

         3.2  Amendment  of  Existing   Agritope  Option  Plan.   Prior  to  the
Distribution  Date,  Agritope shall take all action necessary and appropriate to
amend the Existing Agritope Option Plan and/or  outstanding Award Agreements (as
defined in the Existing  Agritope  Option Plan) entered into in connection  with
the Plan to be consistent with the terms of this Section .

                  (a) Issuance of Epitope  Stock Upon  Exercise.  Epitope  Stock
         shall be issued  upon  exercise  of Existing  Epitope  Options  granted
         pursuant to the Existing Agritope Option Plan, notwithstanding the fact
         that the  options are  denominated  in shares of  Agritope  Stock.  The
         existing  agreement between Epitope and Agritope providing for issuance
         of  Epitope  Stock upon  exercise  of such  options  will be amended to
         remain in effect following the Distribution.

                  (b)  Effect of the  Distribution.  If the  holder of  Existing
         Epitope Options  granted under the Existing  Agritope Option Plan is an
         Agritope  Employee  after  the  Distribution,  such  holder  shall  for
         continued  or  future  vesting  purposes  be deemed  terminated  on the
         Distribution  Date but, for purposes of determining  the period options
         remain  exercisable,  such holder shall not be deemed  terminated until
         employment by Agritope is  terminated.  Accordingly,  Existing  Epitope
         Options granted under the Existing  Agritope Option Plan shall continue
         to vest  following  the  Distribution  Date  according  to the  vesting
         schedule applicable to terminated employees set forth in the applicable
         Award  Agreement.  If such option holder is an Epitope  Employee,  such
         options shall  continue to vest and be  exercisable as set forth in the
         Existing Agritope Option Plan or outstanding Award Agreements.

                  (c)  Adjustment  to  Exercise  Price of Options  Issued  Under
         Existing  Agritope  Plan. The per share exercise price of each Existing
         Epitope  Option issued under the Existing  Agritope  Option Plan (which
         price is stated in terms of  Agritope  Stock)  shall be reduced one day
         after the  Distribution  Date by subtracting  from the stated  exercise
         price  the  product  of (a)  the  Agritope  Stock  Distribution  Value,
         multiplied  by (b) the number  (which will be a fraction)  of shares of
         Epitope Stock to be issued in lieu of each share of Agritope  Stock for
         which the option is exercised.


                                      - 5 -
<PAGE>


                  (d) No Further  Option  Grants.  Agritope  shall not grant any
         additional options under the Existing Agritope Option Plan.

         3.3 Effect of the Distribution on Change in Control Provisions. Nothing
in this Agreement or in any amendment to the Epitope Option Plans,  the Existing
Agritope  Option Plan or to any award  agreement  issued under any Plan shall be
interpreted to modify the change in control  provisions in any Existing  Epitope
Options. Existing Epitope Options shall continue to become immediately and fully
vested and  exercisable as to all shares covered by such option upon a Change in
Control  Date (as  defined in the terms and  conditions  applicable  to Existing
Epitope Options).

         3.4 Adoption of Agritope Option Plan. Prior to the  Distribution  Date,
Agritope shall take, or cause to be taken,  all action necessary and appropriate
(i) to prepare and ratify the adoption of the Agritope  Option Plan, and (ii) to
present  the  Agritope  Option  Plan to  Epitope,  as the  sole  shareholder  of
Agritope, for approval.  Agritope and Epitope shall cooperate in the adoption of
the Agritope Option Plan and the reservation for issuance under the plan of such
shares of Agritope Stock as are deemed necessary and appropriate by the Agritope
Board.

         3.5 Communication  Regarding Termination Of Employment.  Agritope shall
notify Epitope of the termination of employment of any Agritope Employee holding
an Existing Epitope Option within ten days of such termination. Such notice with
respect to  termination  shall  specify  the date of  termination,  whether  the
termination  was for cause or came as a result  of  retirement,  and such  other
information as Epitope shall reasonably request.

                                    ARTICLE 4
                              STOCK PURCHASE PLANS

         4.1 Epitope  Purchase Plan. The Epitope  Purchase Plan will continue in
full  force and effect in  accordance  with its  terms.  Participants  under the
Epitope Purchase Plan will be eligible to participate in the  Distribution  only
to the extent that, by operation of the Epitope Purchase Plan or otherwise, they
are  shareholders  of  record  on  the  Record  Date;  provided,  however,  that
participants  who are entitled to receive  shares of Epitope  Common Stock under
the  Epitope  Purchase  Plan  as of the  Record  Date  but  have  not  yet  been
mechanically  recorded  as  shareholders  of record on the  Record  Date will be
treated as shareholders of record for purposes of the  Distribution.  Employment
by Agritope or any of its majority-owned subsidiaries following the Distribution
Date shall not be deemed  employment  by Epitope  for  purposes  of the  Epitope
Purchase  Plan and any  Agritope  Employee  shall  be  treated  as a  terminated
employee  under the  Epitope  Purchase  Plan.  For  purposes  of the  continuing
operation of the Epitope Purchase Plan, Epitope will adjust the Maximum Purchase
Price (as defined in the Epitope Purchase Plan) to account for the effect of the
Distribution  by  subtracting  the Agritope  Stock  Distribution  Value from the
Maximum Purchase Price.


                                      - 6 -
<PAGE>


         4.2 Adoption of Agritope Purchase Plan. Prior to the Distribution Date,
Agritope shall take, or cause to be taken,  all action necessary and appropriate
(i) to ratify the adoption of the Agritope  Purchase  Plan,  and (ii) to present
the Agritope Purchase Plan to Epitope, as the sole shareholder of Agritope,  for
approval.

                                    ARTICLE 5
                               OTHER BENEFIT PLANS

         5.1      401(k) Retirement Plans.

                  (a)  Establishment of Agritope 401(k) Plan.  Effective January
         1,  1998,  Agritope  shall  establish  and  thereafter  administer  the
         Agritope  401(k) Plan,  in such form as may be approved by the Agritope
         Board,  which is intended to qualify under Sections 401(a),  501(a) and
         401(k) of the Code and to be in  compliance  with the  requirements  of
         ERISA.  The  Agritope  401(k)  Plan will  provide  credit for  services
         rendered  to  Epitope  or  any  of  its   subsidiaries   prior  to  the
         Distribution Date in determining Service Time.

                  (b)  Continuation  of  Benefits.   Agritope   Employees  shall
         continue to be eligible to participate in the Epitope 401(k) Plan until
         such  time as the  Agritope  401(k)  Plan is  established  and  becomes
         effective.  Effective as of the effective  date of the Agritope  401(k)
         Plan,  which is expected to be January 1, 1998,  Agritope  will provide
         benefits under the Agritope  401(k) Plan to all Agritope  Employees who
         were  participants  in, or otherwise  entitled to benefits  under,  the
         Epitope 401(k) Plan. All Agritope  Employees who wish to participate in
         the  Agritope  401(k) Plan will be  required to enroll in the  Agritope
         401(k) Plan in accordance with its terms.

                  (c) Vesting and Distribution of Accounts.  Agritope  Employees
         shall  become  fully  vested  (if not  already  fully  vested) in their
         Matching Accounts,  as defined under the Epitope 401(k) Plan, as of the
         Distribution Date. Agritope Employees shall be entitled to distribution
         from  the  Epitope  401(k)  Plan  of all of  their  accounts  within  a
         reasonable time after the  Distribution  Date. The Agritope 401(k) Plan
         shall accept a rollover  contribution  from any  Agritope  Employee who
         elects that their  distribution  from the Epitope 401(k) Plan be rolled
         over to the Agritope 401(k) Plan.

                  (d)  Epitope to Provide  Information.  Epitope  shall  provide
         Agritope,  as soon as practicable  after the Distribution  Date, with a
         list of Agritope Employees who, to the best knowledge of Epitope,  were
         participants  in or  otherwise  entitled to benefits  under the Epitope
         401(k) Plan on the Distribution  Date,  together with a listing of each
         participant's  Service Time under the Epitope 401(k) Plan and a listing
         of each such Agritope  Employee's account balance  thereunder.  Epitope
         shall  provide  Agritope  with  such  additional   information  in  the
         possession of Epitope or Epitope's agent as may be reasonably requested
         by Agritope  related to the  effective  administration  of the Agritope
         401(k) Plan.


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<PAGE>


                  (e)  Cooperation.  Agritope and Epitope  shall,  in connection
         with the plan-to-plan transfer described in , use their best efforts to
         cooperate in the  plan-to-plan  transfer of funds and in making any and
         all  appropriate  filings  required by the  Commission  or the Internal
         Revenue Service,  or required under the Code,  ERISA, or any applicable
         securities laws and the regulations thereunder.

                  (f)  Effect  of  the   Distribution.   The   Distribution  and
         subsequent  transfer  of  account  balances  shall not be  treated as a
         termination  or partial  termination  of the Epitope  401(k) Plan or of
         Agritope Employees under the Epitope 401(k) Plan.

         5.2      Medical/Dental Plan Liability and Coverage.

                  (a) Continuation of Coverages After the Distribution.  Epitope
         shall continue to provide coverage to Agritope  Employees under Epitope
         Medical/Dental Plans after the Distribution Date until such time as new
         medical/dental plans are established by Agritope.  If during the period
         from the Distribution  Date until the establishment of Agritope Medical
         and Dental Plans,  Epitope,  in its reasonable  discretion,  determines
         that   continued   coverage  of  Agritope   Employees   under   Epitope
         Medical/Dental  Plans will have an adverse effect on the business plans
         or strategies of Epitope,  Epitope may, upon 90 days written  notice to
         Agritope,   terminate  such  coverage.  After  the  Distribution  Date,
         Agritope  shall  be  responsible   for  all  costs  under  the  Epitope
         Medical/Dental  Plans attributable to Agritope  Employees,  as shall be
         determined by Epitope in its reasonable discretion.

                  (b)  Agritope   Medical/Dental   Plans.   Unless  the  parties
         otherwise agree, Agritope shall establish Agritope Medical/Dental Plans
         to provide  coverages to Agritope  Employees  substantially  similar to
         those available under the corresponding Epitope Medical/Dental Plans on
         or before  January 1, 1999. In  connection  with the  establishment  of
         Agritope  Medical/Dental  Plans,  Agritope Employees and their eligible
         dependents  and  beneficiaries  shall  have  no  preexisting  condition
         limitation  imposed  other than that which is or was imposed  under the
         plan or plans in which  they were  enrolled  before  the date  Agritope
         Medical/Dental  Plans are established and become effective (the "Cutoff
         Date"),  and  will  be  credited  with  any  expenses  incurred  toward
         deductibles,  out-of-pocket expenses, maximum benefit payments, and any
         benefit usage toward plan limits that would have been applicable  under
         the plan or plans in which they were enrolled before the Cutoff Date.

                  (c)  Responsibility  for  Coverages  after  the  Cutoff  Date.
         Immediately  after the Cutoff Date,  Agritope shall provide coverage to
         Agritope  Employees  under  Agritope   Medical/Dental   Plans.  Epitope
         Medical/Dental  Plans shall continue to be responsible  for claims that
         arise  prior to the  Cutoff  Date  subject  to the  cost  reimbursement
         provisions set forth in Section .


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<PAGE>


                  (d) COBRA. Epitope shall be responsible for complying with the
         requirement  of Code  Section  4980B  and  Part 6 of  Title I of  ERISA
         ("COBRA Requirements") with respect to any Employee in its group health
         plan and their "qualified  beneficiaries"  whose "qualifying event" (as
         such  terms are  defined in Code  Section  4980B)  occurs  prior to the
         Distribution  Date.  After the  Distribution  Date,  Agritope  shall be
         responsible  for  compliance  with COBRA  Requirements  with respect to
         Agritope  Employees  whose  "qualifying  event"  occurs on or after the
         Distribution Date.

                  (e) No Qualifying  Event.  The  Distribution  described in the
         Separation Agreement shall not, by itself,  create a "qualifying event"
         (as described in Code Section 4980B(f)(3) and ERISA Section 603).

                  (f) Refunds.  In the event that subsequent to the Cutoff Date,
         refunds  are  received  from  carriers   providing  medical  or  dental
         insurance,   such  refunds  will  belong  to  Epitope,  to  the  extent
         attributable to Epitope Employees.  Agritope shall receive such refunds
         to  the  extent  attributable  to  Agritope  Employees,   as  shall  be
         determined by Epitope in its reasonable discretion.

         5.3      Life Insurance/Accidental Death and Dismemberment Coverages.

                  (a) Continuation of Coverages After the Distribution.  Epitope
         shall  continue  to  provide  coverage  to  Agritope   Employees  under
         Epitope's  Additional Insurance Plans after the Distribution Date until
         such time as Additional Insurance Plans are established by Agritope. If
         during the period from the Distribution Date until the establishment by
         Agritope of Additional  Insurance  Plans,  Epitope,  in its  reasonable
         discretion,  determines that continued  coverage of Agritope  Employees
         under Epitope's  Additional Insurance Plans will have an adverse effect
         on the business  plans or strategies  of Epitope,  Epitope may, upon 90
         days' written notice to Agritope,  terminate  such coverage.  After the
         Distribution  Date,  Agritope shall be responsible  for all costs under
         Epitope's   Additional   Insurance   Plans   attributable  to  Agritope
         Employees,  as  shall  be  determined  by  Epitope  in  its  reasonable
         discretion.

                  (b) Agritope's  Additional Insurance Plans. Unless the parties
         otherwise agree, Agritope shall establish Additional Insurance Plans to
         provide coverages to Agritope Employees  substantially similar to those
         available under Epitope's  corresponding  Additional Insurance Plans on
         or before January 1, 1999.

                  (c) Responsibility for Coverages. Immediately after Agritope's
         Additional  Insurance Plans become effective,  Agritope shall be solely
         responsible   for  providing  all  coverages   relating  to  Additional
         Insurance Plans to Agritope Employees.


                                      - 9 -
<PAGE>



         5.4 Vacation And Sick Pay  Liabilities.  Effective on the  Distribution
Date, Epitope shall retain, as to Epitope  Employees,  and Agritope shall assume
or  retain,  as the case  may be,  as to  Agritope  Employees,  all  liabilities
(whether  vested or unvested,  and whether  funded or unfunded) for vacation and
sick  leave  accrued  as of the  Distribution  Date.  Agritope  shall be  solely
responsible for the payment of such vacation or sick leave to Agritope Employees
after the  Distribution  Date. Each of Epitope and Agritope shall provide to its
own Employees on the Distribution  Date the same vested and unvested balances of
vacation  and sick leave as  credited to such  Employee  on the Epitope  payroll
systems  as of the  Distribution  Date.  Nothing  in  this  Agreement  shall  be
construed  to limit  the right of  either  Epitope  or  Agritope  to change  its
vacation or sick leave policies as it deems appropriate.

         5.5 Flexible Spending Accounts.  Effective as of the Distribution Date,
Agritope shall establish  Flexible Spending Account Plans that are substantially
equivalent to those currently provided by Epitope. Spending account balances for
Agritope  Employees  will  not  be  transferred  by  Epitope  to the  new  plans
established  by  Agritope.  Agritope  Employees  will  have  90 days  after  the
Distribution  Date to make  claims  for  payment  from their  existing  spending
account balances.

                                    ARTICLE 6
                                 RELATED MATTERS

         6.1 Notice of Costs.  Epitope and Agritope acknowledge that Epitope and
Agritope may have incurred or may incur costs and expenses,  including,  but not
limited to, contributions to Plans and the payment of insurance premiums arising
from or related to any of the Plans  that are,  as set forth in this  Agreement,
the responsibility of the other party hereto. Accordingly,  Epitope and Agritope
shall (i) give notice to the other party of the costs and  expenses  incurred or
the costs and expenses to be incurred  and (ii) demand that the other party,  if
it has the obligation to pay, pay or reimburse the cost and expense.

         6.2      Payroll Reporting And Withholding.

                  (a) Agritope and Epitope hereby adopt the "standard procedure"
         for  preparing and filing IRS Forms W-2 (Wage and Tax  Statements)  and
         W-3 (Transmittal of Income and Tax Statements), as described in Section
         4 of Revenue Procedure 96-60 ("Rev. Proc. 96-60"). Under this procedure
         Epitope  must  perform  all  reporting  duties  for the wages and other
         compensation it has paid to Employees prior to the  Distribution  Date,
         including the furnishing and filing of Forms W-2 and W-3. Agritope will
         be  responsible  for all  reporting  duties  for the  wages  and  other
         compensation it pays to Agritope Employees.

                  (b)  Epitope  will  keep on file  all  Forms  W-4  (Employee's
         Withholding  Allowance  Certificate)  and  W-5  (Earned  Income  Credit
         Advance Payment Certificate)  provided by Agritope Employees.  Agritope
         Employees must provide Agritope with new Forms W-4 and W-5 for the year
         in which the Distribution occurs.


                                     - 10 -
<PAGE>


                  (c) With respect to Agritope Employees with garnishments,  tax
         levies,  child support orders,  qualified medical child support orders,
         and wage assignments in effect with Epitope on the  Distribution  Date,
         Agritope  shall be  responsible  for honoring  such  payroll  deduction
         authorizations  or court or governmental  orders applicable to Agritope
         Plans, and will continue to make payroll deductions and payments to any
         authorized payee, as specified by the court or governmental  order that
         was filed  with  Epitope.  Epitope  shall  provide  Agritope  with full
         information about any such matters before the Distribution Date.

                  (d) Unless  otherwise  prohibited  by law or  provided by this
         Agreement  or another  agreement  entered into in  connection  with the
         Distribution, or by a Plan document, with respect to Agritope Employees
         with  authorizations  for payroll  deductions in effect with Epitope on
         the Distribution  Date,  Agritope as the successor  employer will honor
         such  payroll  deduction   authorizations  relating  to  each  Agritope
         Employee,  and shall not require that such Agritope  Employee  submit a
         new  authorization to the extent that the type of deduction by Agritope
         does not differ from that made by Epitope.  Any such payroll  deduction
         in favor of Epitope  shall  continue to be  withheld  by  Agritope  for
         Epitope's benefit.

         6.3 Access to Records and  Confidentiality.  Epitope  shall  retain all
employment records,  personnel files, and other information  relating to Epitope
Employees and payroll  records  relating to Agritope  Employees.  Agritope shall
take possession of all personnel and employment records, except payroll records,
relating to Agritope Employees after the Distribution Date. Agritope and Epitope
will make  available  to the other  party  such  records,  documents,  and other
information  relating to employment  matters  involving  Agritope  Employees and
other  matters  covered in this  Agreement as may be reasonably  requested.  The
parties  shall  cooperate  in  providing  any  information   necessary  for  the
resolution  of any dispute  that may arise  between  Epitope or Agritope and any
third party arising out of subject matter  covered by this  Agreement  after the
Distribution  Date.  Epitope and Agritope will each,  upon  adequate  notice and
reasonable  request,  make its employees and  facilities  available to the other
party  and  shall  permit  the other  party to copy at its own  expense  records
relating to Agritope Employees as necessary and appropriate.  Except as required
by law or with the prior written  consent of Epitope and any affected  Employee,
all records,  documents,  and other information  provided to Agritope by Epitope
related to Agritope  Employees and other matters covered in this Agreement shall
be kept  confidential  by  Agritope  and its  representatives  and  shall not be
disclosed to any other person or entity.

                                    ARTICLE 7
                               EMPLOYMENT MATTERS

         7.1  Separate  Employers.  After the  Distribution  Date,  Epitope  and
Agritope will be separate and independent employers.


                                     - 11 -
<PAGE>



         7.2 Employment  Policies And Practices.  Epitope and Agritope may adopt
such employment  policies,  compensation  practices,  retirement plans,  welfare
benefit  plans,  and other  employee  benefit  plans or  policies of any kind or
description,  as each may determine,  in its sole discretion,  are necessary and
appropriate,  in  addition to those  required  under this  Agreement.  Except as
otherwise  expressly  provided  herein,  no provision of this Agreement shall be
construed  as a  limitation  on the right of  Epitope  or  Agritope  to amend or
terminate any policies, practices, or Plan.

         7.3 Funding Of Plans.  Any claims by or on behalf of  Employees  or any
federal,  state or local  government  agency  for  alleged  underfunding  of, or
failure to make payments to, health and welfare funds based on acts or omissions
occurring on or before the  Distribution  Date or arising from or in  connection
with the Distribution,  will be the sole  responsibility of each party as to its
own employees (i.e., Epitope with respect to Epitope Employees and Agritope with
respect to Agritope Employees).

         7.4 Employment Tax Rates. Agritope shall comply with ORS Chapter 657 in
determining  whether to assume the state  unemployment tax experience of Epitope
for purposes of establishing its own unemployment tax experience rates.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1  Indemnification.  Each party to this  Agreement  shall  indemnify,
defend, and hold harmless the other party against losses incurred as a result of
claims  relating to matters  covered in this Agreement to the extent provided in
the Separation Agreement. In addition, subject to the indemnification procedures
set forth in the Separation Agreement:

                  (a)  Indemnification  by  Epitope.  Epitope  shall  indemnify,
         defend,  and  hold  harmless  Agritope  and its  subsidiaries  from and
         against any  liabilities  incurred  as a result of claims made  against
         Agritope by Epitope Employees  relating to or arising out of employment
         of Epitope Employees by Epitope after the Distribution  Date,  employee
         benefits provided to Epitope Employees after the Distribution  Date, or
         termination  in connection  with the  Distribution  of any Employee who
         becomes or remains an  Epitope  Employee  on or after the  Distribution
         Date; and

                  (b)  Indemnification  by Agritope.  Agritope shall  indemnify,
         defend,  and hold harmless Epitope and any future subsidiary of Epitope
         from and  against any  liabilities  incurred as a result of claims made
         against  Epitope by  Agritope  Employees  relating to or arising out of
         employment  of Agritope  Employees by Agritope  after the  Distribution
         Date,  employee  benefits  provided  to  Agritope  Employees  after the
         Distribution  Date, or termination in connection with the  Distribution
         of any Employee who becomes or remains an Agritope Employee on or after
         the Distribution Date.


                                     - 12 -
<PAGE>


         8.2 No Third-Party Beneficiaries.  No provision of this Agreement shall
be construed to create a right in any Employee,  or dependent or  beneficiary of
such Employee,  including  without  limitation any right under a Plan which such
person  would  not  otherwise  have  under the  terms of the Plan  itself.  This
Agreement is 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.

         8.3  Attorney-Client  Privilege.  Consistent  with  the  provisions  of
Section 6.6 of the Separation  Agreement,  provisions  requiring either party to
this  Agreement  to  cooperate  shall  not  be  deemed  to be a  waiver  of  the
attorney/client  privilege for either party nor shall they require  either party
to waive its attorney/client privilege.

         8.4 Dispute Resolution. Any disputes between the parties arising out of
or related to this  Agreement  shall be  resolved or decided as set forth in the
Separation Agreement.

         8.5 Relationship of the Parties. Neither party is an agent of the other
party and neither party has any authority to bind the other party,  transact any
business in the other  party's  name or on its behalf,  or make any  promises or
representations  on behalf  of the other  party  unless  otherwise  agreed to in
writing.  Each party will perform all of its respective  obligations  under this
Agreement as an independent contractor.

         8.6 Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written or oral agreements between the parties with respect to the subject
matter hereof,  including the Employee  Benefits  Agreement  between the parties
dated as of December 1, 1997.

         8.7 Governing Law. This  Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the state of Oregon.

         8.8  Jurisdiction and Venue.  Subject to the arbitration  provisions of
the Separation  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.

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


                                     - 13 -
<PAGE>



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

                  If to Agritope:           Agritope, Inc.
                                            8505 S.W. Creekside Place
                                            Beaverton, Oregon  97008
                                            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.

         8.10 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.

         8.11  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto 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.

         8.12  Titles  and  Headings.  Titles  and  headings  included  are  for
convenience  and are not  intended  to  constitute  a part of or to  affect  the
meaning or interpretation of this Agreement.

         8.13 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.

         8.14 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.

         8.15 Survival. All covenants and agreements of the parties contained in
this Agreement will survive for five years following the Distribution Date.


                                     - 14 -
<PAGE>


         8.16 Counterparts.  This Agreement may be executed in 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 and delivered as of the date first written above.

EPITOPE, INC.


By:
Its:


AGRITOPE, INC.


By:
Its:



                                     - 15 -