AWARD AGREEMENT
                                    UNDER THE
                                 AGRITOPE, INC.,
                              1992 STOCK AWARD PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT

                               Dated July 26, 1997

Agritope, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97008                                          ("Corporation")

-----------------                                                ("Participant")
-----------------
-----------------

                                    RECITALS

                  A.  Participant  is an  employee of  Corporation.  Corporation
desires to have  Participant  remain in his or her capacity with  Corporation or
Epitope,  and to afford Participant the opportunity to obtain stock ownership in
Corporation so that Participant may have a significant  proprietary  interest in
Corporation's success.

                  B. The board of directors  of  Corporation  (the  "Board") has
granted to Participant a  nonqualified  stock option  pursuant to  Corporation's
1992 Stock Award Plan (the "Plan"),  subject to the terms and conditions of this
Agreement.

                  C. Capitalized  terms not otherwise  defined have the meanings
given in Section 11.
                                    AGREEMENT

                  In  consideration  of services  rendered and to be rendered by
Participant  to Corporation  and of the agreements set forth below,  the parties
agree as follows:

                  1. Grant of Option.  Subject  to the terms and  conditions  of
this  Agreement,  Corporation  grants  to  Participant,  as of the  date of this
Agreement (the  "Effective  Date"),  an option (the "Option") to purchase ------
shares ("Shares") of Corporation's common stock, no par value (the "Stock").

                  2.  Terms of Option.

                  2.1  Price.  The  Option  price per share  shall be $2.98 (the
"Option  Price").  If any reduction (the "Epitope Option  Reduction") is made to
the exercise prices of options  outstanding  under the Epitope,  Inc. 1991 Stock
Award Plan in


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<PAGE>


connection with the Spin-Off, as defined below, the Option price hereunder shall
be reduced by an amount equal to the product of the Epitope Option Reduction and
a factor of .411, without further action of the Corporation.

                  2.2 Term. The term of the Option shall be unlimited; provided,
however, that to the extent not previously exercised, the Option shall terminate
upon the earlier of the following dates:

                  (a)  One  year  after  Participant  ceases  to be a  director,
         officer,  or  employee of  Corporation,  Epitope,  or their  respective
         Subsidiaries  (including  with respect to periods  after the  effective
         date of the  Spin-Off  described  in Section  2.4) for any reason other
         than Participant's Retirement; or

                  (b) Five  years  after  Participant  ceases to be a  director,
         officer,  or  employee of  Corporation,  Epitope,  or their  respective
         Subsidiaries as a result of Participant's Retirement.

                  2.3 Time of  Exercise.  Unless  the  Option is  terminated  as
provided in Section 2.2, the Option shall vest and  accordingly may be exercised
from  time  to  time to  purchase  a  cumulative  total  of up to the  following
percentage of the Shares:

                  [For each Replacement Option, the exercisability schedule will
be the same as the replaced Out-of-the-Money Option.]

                  2.4 Effect of Spin-Off.  In the event the stock of Corporation
is distributed by Epitope to its shareholders in a spin-off  transaction or sale
or other  disposition as a result of which the Corporation is no longer a wholly
owned  subsidiary of Epitope (a  "Spin-Off"),  unless  Participant is, after the
effective  date of the  Spin-Off,  an employee  of  Epitope,  the Option will be
exercisable  only to the extent the Option had become  exercisable  pursuant  to
Section 2.3 as of the 90th day after the  effective  date of the  Spin-Off.  (If
Participant is an Epitope employee after the effective date of the Spin-Off, the
Option  will  continue to vest  pursuant  to Section 2.3 so long as  Participant
remains an employee of Epitope or its Subsidiaries and for 90 days thereafter.)

                  2.5  Acceleration  of  Exercisability.   Notwithstanding   the
provisions  of Sections 2.2 and 2.3, the  exercisability  of the Option shall be
accelerated upon a Change in Control Date occurring after the Registration Date.
Upon such a Change in Control  Date,  the Option  shall become  immediately  and
fully exercisable as to all Shares covered by the Option.

                  2.6 Method of Exercise; Payment. The Option shall be exercised
by  delivery  of  a  written  notice  to  Corporation,  signed  by  Participant,
specifying the


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<PAGE>


number of Shares that Participant then desires to purchase,  together with cash,
certified  check,  or bank draft payable to the order of  Corporation,  or other
form of  payment  acceptable  to  Corporation,  for an amount  of United  States
dollars equal to the aggregate Option Price of such Shares.  If Corporation,  in
its sole  discretion,  elects to allow payment of all or a portion of the Option
Price in installments, Participant shall also deliver a promissory note, in form
satisfactory  to  Corporation,  for the  deferred  portion of the  Option  Price
secured by a pledge, also in form satisfactory to Corporation,  of the Shares of
Stock  purchased  by such  exercise of the Option.  Following  any  Spin-off the
notice of exercise and the exercise  price shall be delivered  to, and any check
or bank draft shall be made payable to,  Epitope unless  otherwise  requested by
Corporation by notice to Participant.

                  2.7 Stock  Certificates.  Promptly after any exercise in whole
or  in  part  of  the  Option  by  Participant,  Corporation  shall  deliver  to
Participant a certificate or certificates, registered in Participant's name, for
the number of shares of Stock for which the Option was so exercised.

                  3. Nontransferability.

                  3.1 Restriction.

                  (a) The Option is not  transferable by Participant  other than
         by  testamentary  will or the laws of  descent  and  distribution  and,
         during Participant's  lifetime, may be exercised only by Participant or
         Participant's guardian or legal representative;

                  (b)  No  assignment   or  transfer  of  the  Option,   whether
         voluntary,  involuntary, or by operation of law or otherwise, except by
         testamentary will or the laws of descent and  distribution,  shall vest
         in the assignee or transferee any interest or right; and

                  (c)  Immediately  upon any attempt to assign or  transfer  the
         Option, the Option shall terminate and be of no force or effect.

                  3.2 Exercise in the Event of Death or Disability. Whenever the
word   "Participant"   is  used  in  any  provision  of  this  Agreement   under
circumstances  when the  provision  should  logically  be  construed to apply to
Participant's guardian, legal representative,  executor,  administrator,  or the
person or persons to whom the Option may be transferred by testamentary  will or
by the laws of descent and distribution,  the word "Participant" shall be deemed
to include such person or persons.

                  4. No Rights as  Shareholder  Prior to  Exercise.  Participant
shall not be deemed for any  purpose to be a  shareholder  of  Corporation  with
respect to any


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<PAGE>


shares  subject to the Option under this  Agreement as to which the Option shall
not have been exercised.

                  5.  Adjustments.

                  5.1 No Effect on Changes in Corporation's  Capital  Structure.
The  existence  of the Option  shall not affect in any way the right or power of
Corporation  or its  shareholders  to make  or  authorize  (a) any  adjustments,
recapitalizations,  reorganization,  or other changes in  Corporation's  capital
structure or its business,  (b) any merger or consolidation of Corporation,  (c)
any issue of bonds,  debentures,  preferred,  or  preference  stocks ahead of or
affecting the Shares, (d) the dissolution or liquidation of Corporation, (e) any
sale or transfer of all or any part of its assets or business,  or (f) any other
corporate act or proceeding, whether of a similar character or otherwise.

                  5.2  Adjustment to Option  Shares.  The Shares  subject to the
Option are Stock as constituted on the date of this Agreement,  but in the event
of any stock split or payment of a dividend on Stock payable in shares of Stock,
the  Shares  of  Stock  then   subject   to  the  Option   shall  be   increased
proportionately  without any change in the aggregate  Option  Price.  If all the
outstanding  shares of Stock shall be changed into or exchanged  for a different
number or class of shares of  Corporation,  or of another  corporation,  through
reorganization, recapitalization, stock split-up, combination of shares, merger,
consolidation,  or otherwise,  then there shall be substituted for each share of
Stock then  subject to the Option the number and class of shares into which each
outstanding share of Stock shall be so exchanged,  all without any change in the
aggregate Option Price for the shares then subject to the Option.  In connection
with any  adjustment  under this Section 5.2  resulting  in a  fractional  share
interest,  such interest  shall,  if less than 0.5 share, be rounded down to the
nearest whole share,  and otherwise be rounded up to the nearest whole share. No
adjustment  shall be made under this Section in connection with any stock split,
stock  dividend,  or other  event  described  in this  Section  that  occurs  in
connection  with a Spin-Off.  In case of any  adjustment  under this Section,  a
corresponding  adjustment  shall be made to the  Exchange  Ratio,  as defined in
Section 9.1.

                  6.  Compliance with Securities Laws.

                  6.1 No Exercise Until  Compliance.  If Corporation at any time
determines that  registration or qualification of the Shares,  the Stock, or the
Option  under  state  or  federal  law,  or  the  consent  or  approval  of  any
governmental regulatory body, is necessary or desirable, then the Option may not
be  exercised,  in whole or in part,  until  such  registration,  qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to Corporation.


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<PAGE>


                  6.2  Investment  Interest.  If required by  Corporation at the
time of any exercise of the Option, as a condition to such exercise, Participant
shall enter into an agreement with  Corporation in form  satisfactory to counsel
for  Corporation by which  Participant  (a) shall  represent that the Shares are
being acquired for  Participant's own account for investment and not with a view
to, or for sale in connection  with, any resale or  distribution of such Shares,
and (b) shall agree that, if  Participant  should decide to sell,  transfer,  or
otherwise  dispose  of any of  such  Shares,  Participant  may do so only if the
Shares are registered  under the  Securities  Act of 1933 and  applicable  state
securities  laws,  unless,  in the  opinion of  counsel  for  Corporation,  such
registration is not required.

                  7.  Termination for Cause: Competition.

                  7.1 The grant of the  Option  governed  by this  Agreement  is
provisional  until  Participant  becomes entitled to a certificate for Shares in
settlement  thereof.  In the event  Participant's  employment  or  service  as a
director is terminated for cause (as defined  below),  any portion of the Option
that is  provisional  shall be annulled as of the date of such  termination  for
cause.  For the purpose of this Section 7.1, the term "for cause" shall have the
meaning set forth in Participant's  employment  agreement,  if any, or otherwise
means any discharge (or removal) for material or flagrant violation of corporate
policies  and  procedures  or for  other  job  performance  or  conduct  that is
materially  detrimental to the best interests of the employer,  as determined by
its board of directors.

                  7.2 If  Participant  ceases to be a director  or  employee  of
Corporation,   Epitope,  or  their  respective  Subsidiaries,   for  any  reason
whatsoever,  and within 18 months after the date thereof accepts employment with
any  competitor of (or otherwise  engages in  competition  with) the employer or
corporation of which Participant was a director, its board of directors,  in its
sole discretion,  may require  Participant to return to Corporation the economic
value of this  Option that is  realized  or  obtained  (measured  at the date of
exercise,  vesting,  or  payment) by  Participant  at any time during the period
beginning  on the date  that is six  months  prior to the date of  Participant's
termination of employment with or service as a director.

                  8. Service  Periods.  The periods of service as an employee or
director in connection with the grant of the Option are as follows:

                  [Conform to the replaced Out-of-the-Money Option.]

                  9.  Epitope Shares.

                  9.1  Mandatory  Issuance.  Upon  any  exercise  of  all or any
portion of the Option,  Participant  shall  receive,  in lieu of shares of Stock
otherwise issuable pursuant to this Option,  fully paid and nonassessable shares
(the "Exchange


                                      - 5 -
<PAGE>


Shares") of Common Stock, no par value, of Epitope (the "Epitope Common Stock"),
based upon a ratio of 2.433  shares of Stock for each  share of  Epitope  Common
Stock (the "Exchange Ratio"). In connection with any issuance under this Section
9.1  resulting in a fractional  share  interest of Epitope  Common  Stock,  such
interest  shall,  if less than 0.5 share,  be rounded down to the nearest  whole
share, and otherwise be rounded up to the nearest whole share. Corporation shall
purchase the  Exchange  Shares from  Epitope  pursuant to a separate  agreement.
Epitope's  obligation to issue the Exchange  Shares  pursuant to such  agreement
shall be a  condition  precedent  to  Participant's  obligation  to  accept  the
Exchange Shares pursuant to this Section 9.1.

                  9.2 Procedure. Upon exercise of the Option,  Corporation shall
cause  Epitope,  pursuant to the  separate  agreement  between  Corporation  and
Epitope described above, to issue a certificate or certificates for the Exchange
Shares in Participant's  name. As promptly as practicable  after exercise of the
Option, Corporation at its expense shall cause to be delivered to Participant:

                  (a) A certificate or certificates for the Exchange Shares;

                  (b) A copy of the prospectus  deliverable  in connection  with
         the registration of the Exchange Shares pursuant to Section 10.2 below,
         if applicable; and

                  (c) A statement  setting forth (A) the aggregate amount of the
         Stock for which the Option is exercised and (B) the  calculation of the
         number of shares of Epitope Common Stock to be issued.

                  9.3 Reservation of Stock Issuable Upon Exchange. Epitope shall
at all times  reserve and keep  available  out of its  authorized  but  unissued
shares of Epitope  Common  Stock,  such  number of its shares of Epitope  Common
Stock as shall from time to time be sufficient to effect the  provisions of this
Section 9; and if at any time the number of  authorized  but unissued  shares of
Epitope Common Stock shall not be sufficient to do so, in addition to such other
remedies  as shall be  available  to  Participant,  Epitope  shall  use its best
efforts to take such corporate action as may, in the opinion of its counsel,  be
necessary to increase its authorized but unissued shares of Epitope Common Stock
to such number of shares as shall be sufficient for such purposes.

                  9.4  Ratio Adjustment.

                  (a) Adjustments for Stock Splits and Subdivisions.  If Epitope
should  at any  time or from  time to time  fix a  record  date  for a split  or
subdivision  of  the   outstanding   shares  of  Epitope  Common  Stock  or  the
determination  of holders of Epitope Common Stock entitled to receive a dividend
or other  distribution  payable in additional  shares of Epitope Common Stock or
other securities or rights


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<PAGE>


convertible  into,  or  entitling  the holder  thereof to  receive  directly  or
indirectly,  additional  shares of Epitope Common Stock  ("Epitope  Common Stock
Equivalents")  without  payment  of any  consideration  by such  holder  for the
additional   shares  of  Epitope  Common  Stock  or  the  Epitope  Common  Stock
Equivalents  (including the  additional  shares of Epitope Common Stock issuable
upon conversion or exercise thereof),  then, as of such record date (or the date
of such  dividend,  distribution,  split or  subdivision  if no  record  date is
fixed), the Exchange Ratio shall be appropriately adjusted so that the number of
shares of Epitope  Common Stock  issuable  upon  exercise of the Option shall be
increased in proportion to such increase of outstanding shares.

                  (b)  Adjustments  for Reverse Stock  Splits.  If the number of
shares  of  Epitope  Common  Stock  outstanding  at any time is  decreased  by a
combination of the outstanding  shares of Epitope Common Stock,  then, as of the
record date for such  combination (or the date of such  combination if no record
date is fixed),  the Exchange Ratio shall be appropriately  adjusted so that the
number of shares of Epitope  Common  Stock  issuable  on  exercise of the Option
shall be decreased in proportion to such decrease in outstanding shares.

                  9.5  Holdback   Agreements.   Participant  hereby  agrees,  if
requested by Epitope and an  underwriter  of an offering of Epitope  securities,
that it shall not sell any Epitope  Common Stock for a period of time  specified
by the  underwriter  (not to exceed 90 days)  following the effective  date of a
registration statement pursuant to which Epitope proposes to sell its securities
to the public  generally;  provided,  however,  that all executive  officers and
directors of Epitope  enter into  similar  agreements.  Participant  agrees that
Epitope  shall have sole  discretion  to determine  whether and on what terms to
undertake any public offering of its securities.

                  9.6  Restriction  on Transfer of Shares  Issued.  In the event
that the registration  statement provided for in Section 10.2 below covering the
Exchange Shares has not been declared  effective at the time any Exchange Shares
are issued  under this Section 9, any such  Exchange  Shares shall bear a legend
stating that the Exchange Shares have not been registered under the 1933 Act and
may not be offered,  sold,  transferred,  pledged,  or otherwise disposed of, in
whole or in part,  unless the  transaction is registered  under the 1933 Act and
applicable state securities laws, unless, in the opinion of counsel for Epitope,
such   registration  is  not  required.   Prior  to  the  effectiveness  of  the
registration  statement  covering the Exchange  Shares,  Epitope shall refuse to
register on its books any  purported  transfer  of  Exchange  Shares not made in
accordance with the 1933 Act and this Agreement, and any such purported transfer
shall be void.

                  9.7 No Shareholder Rights. Nothing contained in this Agreement
shall be construed as conferring upon  Participant or any other person the right
to vote on or consent to matters submitted to shareholders, to receive notice as
a shareholder in respect of meetings of shareholders,  to receive dividends,  or
to exercise any


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<PAGE>


other rights  whatsoever as a  shareholder  of Epitope,  until,  and only to the
extent that, Participant shall have received shares of Epitope Common Stock.

                  9.8 Condition Precedent. The Company will use its best efforts
to obtain  approval by Epitope of its  obligations  under this Agreement and the
agreement described in Section 9.1 pursuant to which the Exchange Shares will be
obtained from Epitope.  If the Company  determines  that such approval cannot be
obtained or that such agreement cannot be entered into with Epitope,  the Option
shall terminate on notice to Participant to that effect.

                  10.  Registration Rights.

                  10.1 Definitions.

                  (a) The  terms  "register,"  "registered,  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement  or  similar  document  in  compliance  with  the  1933  Act  and  the
declaration  or ordering of  effectiveness  of such  registration  statement  or
document.

                  (b) The term Registrable Securities means the Exchange Shares.
As to any particular  Registrable  Securities,  such securities will cease to be
Registrable  Securities when (i) they have been effectively registered under the
1933 Act and disposed of in accordance with the registration  statement covering
them,  or  (ii)  they  are  transferred  pursuant  to Rule  144 (or any  similar
provision that is in force) under the 1933 Act.

                  10.2 Epitope  Registration.  As soon as practicable  after the
delivery of this  Agreement to  Participant,  Epitope shall file a  registration
statement on Form S-3 or S-8 or other applicable form (the "Epitope Registration
Statement")  covering  the  Epitope  Common  Stock  for  which  the Stock may be
exchanged  unless  such stock is already  registered,  and prepare and file such
amendments  and  supplements to such  registration  statement and the prospectus
used in connection  therewith as may be necessary to comply with the  provisions
of the 1933 Act with respect to disposition  of all  securities  covered by such
registration statement.  Epitope shall use its best efforts to cause the Epitope
Registration  Statement to become  effective  under the 1933 Act and to maintain
the effectiveness of the Epitope  Registration  Statement for a period ending on
the earlier of (i) one year after the date by which all Stock issuable  pursuant
to the Plan has been  exchanged for Epitope  Common  Stock,  and (ii) such other
date by which the holders of  Registrable  Securities  have sold all the Epitope
Common  Stock into  which the Stock is  exchangeable  or by and after  which the
holders of  Registrable  Securities  may sell the Epitope  Common Stock  without
registration  under the 1933 Act. If required by applicable  law,  Epitope shall
furnish to the  holders of  Registrable  Securities  such  reasonable  number of
copies of a prospectus, in conformity with the requirements of the 1933 Act, and
any amendments or supplements thereto and such other


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<PAGE>


documents as the holders of Registrable  Securities  may  reasonably  request in
order to facilitate the  disposition  of the  Registrable  Securities  after the
Epitope  Registration  Statement has been declared effective.  Epitope shall use
reasonable  efforts  to notify  the  holders of  Registrable  Securities  when a
prospectus relating to Registrable  Securities is required to be delivered under
the 1933 Act, to notify the holders of  Registrable  Securities of the happening
of any  event as a result  of  which  the  prospectus  included  in the  Epitope
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances then existing, to promptly file such amendments and supplements as
may be required on account of such event,  and to use its best  efforts to cause
each such amendment to become effective.  The holders of Registrable  Securities
shall not effect sales of  Registrable  Securities  after receipt of notice from
Epitope that any such amendment or supplement is required on account of any such
event,  until the amendment  becomes effective or the supplement has been filed.
Epitope's obligations under this Section 10.2 shall expire at such time as it is
no longer  required to maintain the  effectiveness  of the Epitope  Registration
Statement as provided for above.

                  10.3  Preparation; Information; Reasonable Investigation.

                  (a) Furnish Information.  It shall be a condition precedent to
Epitope's  obligations  under  Section  10.2  that the  holders  of  Registrable
Securities shall furnish to Epitope such information regarding  themselves,  the
Registrable  Securities  held by them, and the intended method of disposition of
such  securities  as shall be  required  to  effect  the  registration  of their
Registrable Securities, and shall agree to be bound by the terms of this Section
10 if such holders are not already parties to this Agreement.

                  (b) Preparation;  Reasonable Investigation. In connection with
the  preparation  and filing of any  registration  statement  under the 1933 Act
pursuant to Section 10.2 above,  Epitope  shall give the holders of  Registrable
Securities registered under such registration statement, their underwriters, and
their  respective  counsel and accountants the opportunity to participate in the
preparation of such registration statement,  each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement thereto,  and shall
give each of them such access to its books and records and such opportunities to
discuss  Epitope's  business  with  its  officers  and  the  independent  public
accountants  who have certified its financial  statements as shall be necessary,
in the opinion of such holders' and such underwriters'  respective  counsel,  to
conduct a reasonable investigation within the meaning of the 1933 Act.

                  10.4  Expenses  of  Registration.  All  expenses  relating  to
Registrable  Securities  (other than  underwriting  discounts  and  commissions,
transfer taxes, if any, and fees and  disbursements of counsel to the holders of
Registrable


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<PAGE>


Securities)   incurred  in  connection  with  the   registrations,   filings  or
qualifications  pursuant to Section 10.2 above, including without limitation all
registration,  filing and qualification  fees, printing and accounting fees, and
fees and disbursements of counsel for Epitope, shall be borne by Epitope.

                  10.5 Indemnification.  In the event any Registrable Securities
are included in a registration statement under this Section 10:

                  (a)  Registering  Corporation  Indemnification.  To the extent
         permitted by law, Epitope shall indemnify and hold harmless each holder
         of Registrable Securities, the officers,  directors,  partners, agents,
         and employees of each holder or any underwriter (as defined in the 1933
         Act) for such holder, and each person, if any, who controls such holder
         or  underwriter  within the  meaning of the 1933 Act or the  Securities
         Exchange Act of 1934, as amended (the "1934 Act"),  against any losses,
         claims,  damages,  or liabilities  (joint or several) to which they may
         become  subject  under the 1933 Act, the 1934 Act, or other  federal or
         state law, insofar as such losses, claims,  damages, or liabilities (or
         actions in respect  thereof)  arise out of or are based upon any of the
         following statements, omissions or violations (a "Violation"):

                           (i) any untrue  statement or alleged untrue statement
                  of a material fact contained in such  registration  statement,
                  including  any  preliminary  prospectus  or  final  prospectus
                  contained therein or any amendments or supplements thereto,

                           (ii)  the  omission  or  alleged  omission  to  state
                  therein a  material  fact  required  to be stated  therein  or
                  necessary to make the statements therein not misleading, or

                           (iii) any  violation or alleged  violation by Epitope
                  of the 1933 Act,  the 1934 Act, any state  securities  law, or
                  any rule or  regulation  promulgated  under the 1933 Act,  the
                  1934 Act, or any state securities law.

         Epitope shall reimburse each such holder, officer,  director,  partner,
         agent,  employee,  underwriter or  controlling  person for any legal or
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim, damage,  liability, or
         action. The indemnity agreement contained in this section 10.5(a) shall
         not apply to amounts paid in  settlement  of any loss,  claim,  damage,
         liability,  or action if such settlement is effected without  Epitope's
         consent (which consent shall not be unreasonably withheld),


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<PAGE>


         nor shall  Epitope  be liable to a holder in any such case for any such
         loss,  claim,  damage,  liability,  or action (A) to the extent that it
         arises out of or is based upon a  Violation  which  occurs in  reliance
         upon and in conformity with written information furnished expressly for
         use in  connection  with  such  registration  by or on  behalf  of such
         holder,  underwriter or controlling person or (B) in the case of a sale
         directly by a holder of  Registrable  Securities  (including  a sale of
         such Registrable  Securities  through any underwriter  retained by such
         holder to engage in a distribution solely on behalf of such holder), if
         such  untrue  statement  or alleged  untrue  statement  or  omission or
         alleged  omission  was  contained  in  a  preliminary   prospectus  and
         corrected in a final or amended  prospectus,  and such holder failed to
         deliver a copy of the final or  amended  prospectus  at or prior to the
         confirmation  of the sale of the  Registrable  Securities to the person
         asserting any such loss,  claim,  damage or liability in any case where
         such delivery is required by the 1933 Act.

                  (b) Holder  Indemnification.  To the extent  permitted by law,
         each holder of Registrable Securities shall indemnify and hold harmless
         Epitope,  each of its  directors,  each of its officers who have signed
         the registration  statement,  each person, if any, who controls Epitope
         within the meaning of the 1933 Act, each agent and any  underwriter for
         Epitope,  and  any  other  holder  of  Registrable  Securities  selling
         securities  in such  registration  statement  or any of its  directors,
         officers,  partners,  agents,  or  employees or any person who controls
         such holder or underwriter,  against any losses,  claims,  damages,  or
         liabilities  (joint or several) to which Epitope or any such  director,
         officer,  controlling  person,  agent,  or  underwriter  or other  such
         holder,  director,  officer or controlling  person may become  subject,
         under  the 1933 Act,  the 1934  Act,  or other  federal  or state  law,
         insofar as such losses,  claims,  damages or liabilities (or actions in
         respect thereto) arise out of or are based upon any Violation,  in each
         case to the extent (and only to the extent) that such Violation  occurs
         in reliance upon and in conformity with written  information  furnished
         by or on behalf of such holder  expressly  for use in  connection  with
         such  registration;  and each such holder shall  reimburse any legal or
         other  expenses  reasonably  incurred by Epitope or any such  director,
         officer,  controlling  person,  agent or  underwriter  or other holder,
         officer,  director,  partner,  agent, employee or controlling person in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability,  or action;  provided,  however, that the indemnity
         agreement  contained in this Section 10.5(b) shall not apply to amounts
         paid in  settlement  of any such loss,  claim,  damage,  liability,  or
         action if such  settlement  is  effected  without  the  consent  of the
         holder,  which consent shall not be  unreasonably  withheld nor, in the
         case of a sale directly by Epitope of


                                     - 11 -
<PAGE>


         its  securities  (including  a sale  of  such  securities  through  any
         underwriter  retained by Epitope to engage in a distribution  solely on
         behalf of  Epitope),  shall the holder be liable to Epitope in any case
         in which such untrue  statement or alleged untrue statement or omission
         or alleged  omission was  contained  in a  preliminary  prospectus  and
         corrected  in a final or  amended  prospectus,  and  Epitope  failed to
         deliver a copy of the final or  amended  prospectus  at or prior to the
         confirmation of the sale of the securities to the person  asserting any
         such loss,  claim,  damage or liability in any case where such delivery
         is  required  by  the  1933  Act;  and  provided,   further,  that  the
         indemnification  obligation  of each  holder  shall be  limited  to the
         aggregate  public offering price of the Registrable  Securities sold by
         such holder pursuant to such registration.

                  (c) Notice, Defense, and Counsel. Promptly after receipt by an
         indemnified party under this Section 10.5 of notice of the commencement
         of any action  (including any  governmental  action),  such indemnified
         party  shall,  if a claim in respect  thereof is to be made against any
         indemnifying party under this Section 10.5, deliver to the indemnifying
         party a written notice of the commencement thereof and the indemnifying
         party  shall have the right to  participate  in, and, to the extent the
         indemnifying  party so  desires,  jointly  with any other  indemnifying
         party similarly noticed, to assume and control the defense thereof with
         counsel mutually satisfactory to the parties;  provided,  however, that
         an  indemnified  party shall have the right to retain its own  counsel,
         with the fees and  expenses to be paid by the  indemnifying  party,  if
         representation of such indemnified party by the counsel retained by the
         indemnifying  party would be  inappropriate  due to actual or potential
         differing  interests between such indemnified party and any other party
         represented by such counsel in such proceeding.  The failure to deliver
         written notice to the  indemnifying  party within a reasonable  time of
         the  commencement of any such action,  if prejudicial to its ability to
         defend  such  action,  shall  relieve  such  indemnifying  party of any
         liability  to the  indemnified  party  under this  Section  10.5 to the
         extent of such prejudice, but the omission so to deliver written notice
         to the indemnifying party shall not relieve it of any liability that it
         may have to any  indemnified  party  otherwise  than under this Section
         10.5.

                  (d) Survival of Rights and  Obligations.  The  obligations  of
         Epitope and the holders of  Registrable  Securities  under this Section
         10.5 shall  survive  the  completion  of any  offering  of  Registrable
         Securities in a registration  statement whether under this Section 10.5
         or otherwise.


                                     - 12 -
<PAGE>


                  11.  Defined Terms.

                  When used in this  Agreement,  the following  terms shall have
the meanings specified below:

                  11.1  "Acquiring  Person"  shall  mean,  from  and  after  the
Registration  Date,  any  person or  related  person or  related  persons  which
constitute a "group" for purposes of Section 13(d) and Rule 13d-5 under the 1934
Act, as such  Section  and Rule are in effect as of the date of this  Agreement;
provided,  however, that the term Acquiring Person shall not include (a) Epitope
or any of its  Subsidiaries,  (b) any employee benefit plan of Epitope or any of
its  Subsidiaries,  (c) any entity holding voting capital stock of Epitope or of
any its  Subsidiaries  for or pursuant to the terms of any such employee benefit
plan, or (d) any person or group solely  because such person or group has voting
power with respect to capital  stock of  Corporation  or Epitope  arising from a
revocable  proxy or  consent  given in  response  to a public  proxy or  consent
solicitation made pursuant to the 1934 Act.

                  11.2  "Change in Control" shall mean:

                  (a) A change in control  of Epitope of a nature  that would be
         required to be  reported  in  response to Item 6(e) of Schedule  14A of
         Regulation 14A as in effect on the date of this  Agreement  pursuant to
         the 1934  Act;  provided  that,  without  limitation,  such a change in
         control  shall be deemed to have occurred at such time as any Acquiring
         Person  hereafter  becomes the  "beneficial  owner" (as defined in Rule
         13d-3  under the 1934 Act),  directly or  indirectly,  of 30 percent or
         more of the combined voting power of Voting Securities; or

                  (b)  During  any  period of 12  consecutive  calendar  months,
         individuals who at the beginning of such period  constitute the Epitope
         board of  directors  cease  for any  reason  to  constitute  at least a
         majority  thereof unless the election,  or the nomination for election,
         by  Corporation's  shareholders  of each new director was approved by a
         vote of at least a majority of the  directors  then still in office who
         were directors at the beginning of the period; or

                  (c) There shall be consummated (i) any consolidation or merger
         of  Epitope  in  which  Epitope  is not  the  continuing  or  surviving
         corporation or pursuant to which Voting  Securities  would be converted
         into  cash,  securities,  or other  property,  other  than a merger  of
         Epitope in which the holders of Voting Securities  immediately prior to
         the merger  have the same,  or  substantially  the same,  proportionate
         ownership  of common  stock of the  surviving  corporation  immediately
         after the merger, or (ii) any sale, lease,  exchange, or other transfer
         (in


                                     - 13 -
<PAGE>



         one transaction or a series of related transactions) of all, or
         substantially all, of the assets of Epitope; or

                  (d)  Approval  by the  shareholders  of Epitope of any plan or
         proposal for the liquidation or dissolution of Epitope.

                  11.3  "Change  in  Control  Date"  shall  mean the first  date
following the date of this Agreement on which a Change in Control has occurred.

                  11.4 "Effective Date" has the meaning assigned in Section 1.

                  11.5 "Epitope" means Epitope, Inc., an Oregon corporation.

                  11.6  "Option" has the meaning assigned in Section 1.

                  11.7  "Voting  Securities"  shall  mean  Epitope's  issued and
outstanding  securities  ordinarily  having the right to vote at  elections  for
Epitope's board of directors.

                  11.8 Capitalized terms not otherwise defined in this Agreement
have the meanings given them in the Plan.

                  12.  Miscellaneous.

                  12.1   Violation.   Notwithstanding   any  provision  of  this
Agreement to the contrary,  the Option shall not be  exercisable at any time, in
whole or in part, if issuance and delivery of the Stock or Exchange Shares would
violate any law or regulation.

                  12.2  Tax  Reimbursement.  In the  event  any  withholding  or
similar tax liability is imposed on Corporation or Epitope in connection with or
with  respect  to the  exercise  of the  Option,  Participant  agrees  to pay to
Corporation or Epitope an amount sufficient to provide for such tax liability.

                  12.3  Disputes.  Any  dispute or  disagreement  that may arise
under or as a result of this Agreement, or any question as to the interpretation
of  this  Agreement,  may be  determined  by  Corporation  in its  absolute  and
uncontrolled discretion, and any such determination shall be final, binding, and
conclusive on all affected persons.


                                     - 14 -
<PAGE>


                  12.4  Notices.  Any  notice  that a party may be  required  or
permitted  to  give to the  other  shall  be in  writing,  and may be  delivered
personally or by certified or registered mail,  postage prepaid,  at the address
set forth above, or at such other address as either party may designate by

                                           AGRITOPE, INC.


                                           By ----------------------------------
                                           Title: ------------------------------


                                           -------------------------------------
                                           Participant

Agreed to for purposes
of Sections 9.3 and 10

EPITOPE, INC.


By -----------------------------------
Title:



                                     - 15 -