TAX ALLOCATION AGREEMENT



   
       This agreement (the  "Agreement")  dated as of December 1, 1997, is being
entered into by Epitope,  Inc., an Oregon  corporation,  and  Agritope,  Inc., a
Delaware corporation, in connection with a Separation Agreement (the "Separation
Agreement") dated as of December 1, 1997 by and between such parties.
    

                                    RECITALS

       A. Agritope is currently a wholly owned  subsidiary  of Epitope,  and, as
such,  Epitope  and  Agritope  have  joined in filing  consolidated  federal Tax
Returns (as defined below) and certain consolidated,  combined or unitary state,
local, or foreign Tax Returns;

       B.  Pursuant  to the  Separation  Agreement,  Epitope  will,  among other
things, distribute to holders of its common stock all the issued and outstanding
common stock of Agritope,  together with  associated  preferred  stock  purchase
rights (the "Distribution");

       C. Following the  Distribution,  Epitope and Agritope will be operated as
independent  public  companies,  and  Agritope  will no longer be a wholly owned
subsidiary of Epitope; and

       D. Epitope and Agritope  want to provide for the  allocation  between the
Epitope   Group  and  the   Agritope   Group   (both   defined   below)  of  all
responsibilities,  liabilities,  and  benefits  relating to or  affecting  Taxes
(defined  below)  paid or  payable  by either of them for all  taxable  periods,
whether  beginning before or after the Distribution  Date (defined below) and to
provide for certain other matters.

       ACCORDINGLY,  in  consideration of the foregoing and the mutual covenants
and  agreements  contained  in this  Agreement,  Epitope and  Agritope  agree as
follows:

1.    ADDITIONAL DEFINITIONS; CERTAIN TAX PERIODS.

     1.1  ADDITIONAL TAX  DEFINITIONS.  As used in this  Agreement,  capitalized
terms defined  immediately after their use will have the respective  meanings so
provided,  and the following  additional terms will have the following  meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

   
       "Agritope" means Agritope,  Inc., a Delaware  corporation,  the successor
corporation in that certain merger with Agritope,  Inc., an Oregon  corporation,
dated December 1, 1997.
    


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              "Agritope  Group" means Agritope and all of its present and future
subsidiaries.

              "Agritope  Taxes"  means,  subject to Section  1.3,  (i) all Taxes
imposed on, assessed against,  collected with respect to, or measured by the net
or gross income,  profits,  receipts,  assets, equity, or other basis related to
the Agritope Group or its respective  assets or operations  that arise in or are
attributable to any and all  Pre-Closing  Periods and  Post-Closing  Periods and
(ii) all Reserved Taxes.

              "Agritope Tax Returns"  means all Tax Returns filed or required to
be filed by or with respect to any member of the Agritope Group or its assets or
operations (including any consolidated, combined, or unitary Tax Returns).

              "Code"  means the Internal  Revenue Code of 1986,  as amended from
time to time.

              "Distribution  Date" means the date on which  Epitope  distributes
the stock of Agritope in accordance with the Separation Agreement.

   
              "Epitope" means only Epitope,  Inc., an Oregon  corporation,  as a
separate legal entity, excluding all other affiliated corporations.
    

              "Epitope  Group"  means  Epitope and all of its present and future
subsidiaries (excluding members of the Agritope Group).

              "Epitope  Taxes" means,  subject to Section 1.3, all Taxes imposed
on, assessed against, collected with respect to, or measured by the net or gross
income, profits, receipts, assets, equity, or other basis related to the Epitope
Group or its respective  assets or operations that arise in or are  attributable
to any and all Pre-Closing Periods, excluding any Reserved Tax and excluding any
Agritope Taxes.

              "Pre-Closing  Periods" means all taxable  periods (i) ending on or
before  the  Distribution  Date and  (ii)  the  portion,  to and  including  the
Distribution  Date,  of  any  taxable  period  that  begins  on  or  before  the
Distribution Date and ends after the Distribution Date.

              "Post-Closing  Periods"  means all taxable  periods (i)  beginning
after the Distribution  Date and (ii) the portion after the Distribution Date of
any taxable period that begins on or before the Distribution Date and ends after
the Distribution Date.

              "Reserved  Tax"  means  a  Tax  liability  separately  accrued  or
deferred  on the  balance  sheet of any member of the  Agritope  Group as of the
Distribution  Date.  Taxes  will be accrued  on such  balance  sheet in a manner
consistent with past practices.

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<PAGE>

              "Tax"  means any and all  liability  for any taxes  imposed on the
income or assets of a corporation,  including without limitation,  any liability
under the Code and all federal,  state,  local, and foreign income,  alternative
minimum, franchise,  profits, gross receipts, and unitary taxes or similar taxes
or other fees or assessments  imposed with respect to such items irrespective of
the basis on which such  taxes are  measured  and any  interest,  penalties,  or
additions in respect of such tax.

              "Tax Return"  means any return,  report,  information  return,  or
other  documents  (including  any related  supporting  schedules,  statements or
information)   filed  or  required  to  be  filed  with  any  tax  authority  or
governmental  entity  in  connection  with  the  determination,  assessment,  or
collection  of  any  Taxes  of any  party  or the  administration  of any  laws,
regulations, or administrative requirements relating to any such Taxes.

     1.2 TAX  PERIODS  INCLUDING  PRE-CLOSING  PERIOD  AND  POST-CLOSING  PERIOD
ACTIVITY. For purposes of determining Agritope Taxes, for Tax periods that begin
on or before the  Distribution  Date and end after the  Distribution  Date, such
Taxes  will be  determined  on the basis of an  interim  "closing  of the books"
computation as of the end of the Distribution Date, and any net operating losses
(or other tax  attributes)  will be subject to Section 1.3.  With respect to the
Epitope  federal  consolidated  income tax return for the taxable year including
the Distribution Date,  appropriate allocation and cutoff of income or loss will
be made as required in the federal  consolidated  income tax return regulations.
Any subsequent adjustments occurring with respect to such period,  including the
Distribution Date, will be appropriately allocated to the Pre-Closing Period and
the Post-Closing Period based on a simulated Tax Return for each period.

     1.3 PRE-CLOSING PERIOD NET OPERATING LOSSES.

          (a) In accordance with Treasury Regulations Section 1.1502-11(b),  net
operating losses of the Agritope Group will not be used to offset gain or income
recognized by Epitope in connection with the Distribution.

          (b) Subject to the limitations of Section 1.3((a)),  any net operating
losses (or other tax  attributes)  of a member of the Agritope  Group or Epitope
Group that arise in a  Pre-Closing  Period will be available  to offset  taxable
income  of  members  of the  other  group  for  such  Pre-Closing  Period  under
applicable  federal or state law. The  provisions of this Section  1.3((b)) will
apply to any net  operating  losses (or other tax  attributes)  existing  on the
Distribution  Date and such net operating  losses (or tax  attributes)  that may
arise subsequently on audit or examination of any Pre-Closing  Period. No member
of a group  will be liable to a member of the other  group  under  Section 2 for
using net  operating  losses (or other tax  attributes)  generated by members of
such other group.

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2. INDEMNIFICATION AND PAYMENT

     2.1 PAYMENT OF AND INDEMNIFICATION FOR TAXES.

          (a) Epitope will pay when due, without setoff,  and be responsible for
all Epitope Taxes assessed against it by any  jurisdiction,  including any Taxes
incurred by the Epitope Group in connection with the Distribution.  Epitope will
indemnify and hold harmless the Agritope Group against any and all such Taxes.

          (b) Agritope will pay when due, without setoff, and be responsible for
all Agritope Taxes assessed against it by any jurisdiction,  including,  without
limitation,   any  liability   imposed   subsequently  for  Agritope  Taxes  for
Pre-Closing Periods. Agritope will indemnify and hold harmless the Epitope Group
against any such Taxes.

          (c) No member of the Epitope  Group will be  obligated to indemnify or
hold  harmless  any member of the  Agritope  Group for any  decrease  to any net
operating  loss  carryovers  or  credit  (or the  carryovers  of any  other  tax
attributes)  available  to any  member  of the  Agritope  Group  resulting  from
adjustments  to any item of  income,  deduction,  credit,  or  exclusion  on Tax
Returns for which Epitope is  responsible  (including  the Epitope  Consolidated
Returns, as defined below).

          (d) No member of the Agritope  Group will be obligated to indemnify or
hold  harmless  any  member of the  Epitope  Group for any  increase  to any net
operating  loss  carryovers  or  credit  (or the  carryovers  of any  other  tax
attributes) available to any member of the Agritope Group.

3.    REFUNDS

     3.1 EPITOPE  REFUNDS.  Agritope will promptly assign and remit (or cause to
be promptly  assigned and remitted) to Epitope an amount equal to any refunds of
or credits  against any Taxes  received  and  realized  by  Agritope  (including
interest,  if any) to the extent  attributable  to Epitope  Taxes,  other than a
refund or credit (or the right to a refund or credit)  that is  reflected on the
balance  sheet  of  Agritope  as of the  Distribution  Date  (a  "Balance  Sheet
Refund").

     3.2 AGRITOPE  REFUNDS.  Epitope will promptly assign and remit (or cause to
be promptly  assigned  and  remitted) to Agritope an amount equal to all Balance
Sheet Refunds.

     3.3 CARRYBACK  FROM AN AGRITOPE  POST-CLOSING  PERIOD RETURN TO ANY EPITOPE
SEPARATE,  CONSOLIDATED  OR COMBINED  FEDERAL OR STATE TAX RETURN.  Unless:  (i)
Epitope,  in its sole and  absolute  discretion,  consents to do so or (ii) such
carryback  is  specifically  required by law,  Agritope  will not carry back any
losses or  credits  accruing


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after the Distribution Date in any Post-Closing  Period to any Epitope separate,
consolidated,  or combined  federal or state Tax Return.  Agritope will make any
elections and take all such actions  necessary to avoid and  relinquish any such
carryback  pursuant to Code Section  172(b)(3) and, to the extent feasible,  any
similar provision of any state, local, or foreign law. Even if such carryback is
required by law, the Epitope  Group will make no payment to the Agritope  Group,
and the Agritope  Group will be entitled to no refund to the extent that the use
of such  carryback  prevents the Epitope  Group or its  affiliates  from using a
credit  or loss  that it would  otherwise  use in the year or years to which the
Agritope  credit or loss is carried back. To the extent that the Epitope Group's
utilization  of such loss or  credit  does not have such  effect,  however,  the
Epitope  Group will pay to Agritope an amount equal to the  reduction in its Tax
liability for such year that is attributable to the utilization of such Agritope
Group credit or loss.

4.    TAX RETURNS

     4.1 PREPARATION AND FILING.

          (a)  Epitope  will  file  (upon  execution  of such Tax  Return  by an
authorized  officer of Agritope,  which  authorization  will not be unreasonably
withheld)  all Agritope  Group Tax Returns for  Pre-Closing  Periods  ("Agritope
Group Pre-Closing Returns"),  including,  without limitation, all Agritope Group
Tax Returns  that are (or are a part of) a  consolidated  or combined Tax Return
that includes entities other than members of the Agritope Group, even if the Tax
period with  respect to such other  entities  ends after the  Distribution  Date
("Epitope Consolidated Returns").

          (b) Epitope  will  prepare the  Epitope  Consolidated  Returns (to the
extent they relate to the Agritope  Group or its assets or  operations)  and the
Agritope  Group  Pre-Closing  Returns in a manner that:  (i) is consistent  with
prior practice  (including without limitation as to Tax and accounting  methods,
conventions,  and elections) and (ii) apportions  items equitably from period to
period consistent with Section 1.2. Epitope will cause the Epitope  Consolidated
Returns to include and reflect the activities,  transactions,  and operations of
the Agritope Group for all Pre-Closing Periods.

          (c) Agritope will file all Agritope  Group Tax Returns  required to be
filed for all Post-Closing Periods other than Agritope Group Pre-Closing Returns
and Epitope  Consolidated  Returns (the "Agritope Group Post-Closing  Returns").
However,  with respect to an Agritope Group Post-Closing  Return that is for (i)
Taxes of Agritope and (ii) a Tax year with  respect to the  Agritope  Group that
begins  on or before  the  Distribution  Date (an  "Agritope  Overlap  Return"),
Agritope will (a) have a national  "Big 6" accounting  firm prepare the Agritope
Overlap Return consistent with prior practice, including, without limitation, as
to Tax and  accounting  methods,  conventions,  and  elections  and (b)  provide
Epitope  with an  opportunity  to review and comment on such Tax Return at least
four weeks before its due date, including  extensions.  The parties will use all
reasonable  efforts to resolve any  disagreements  with  respect to any such Tax
Return as soon as  possible.  If



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they cannot  resolve the matter  before the due date for such  Agritope  Overlap
Return,  including  extensions,  Agritope may nevertheless file such Tax Return.
Subsequently,  the  parties  will  refer  the  matter to a  mutually  acceptable
accounting  firm (other than the firm that  prepared the returns) of  nationally
recognized  standing  (an  "Independent  Firm")  whose  fees  are to be borne by
Agritope  and Epitope  equally.  The  Independent  Firm will seek to resolve the
matter as soon as practicable.  Upon the Independent  Firm's  determination,  an
amended   Agritope  Overlap  Return  will  be  filed  in  accordance  with  such
determination if it differs materially from the Tax Return filed originally.

          (d) Agritope, upon its request, will be entitled to copies of Agritope
Group Pre-Closing Returns and Epitope  Consolidated Returns following the filing
to the extent they relate to any member of the Agritope Group.

     4.2 TAX  RETURN  PAYMENTS.  Amounts  shown  due on any  Agritope  Group Tax
Returns  will  be  timely  paid by the  party  responsible  for  such  Taxes  as
determined  in accordance  with Section 2 of this  Agreement  (the  "Responsible
Party")  regardless of which party is obligated to prepare or file such Agritope
Group Tax Return under this Section 4. The party  obligated to file a particular
Agritope  Group Tax Return  (the  "Filing  Party")  has the  right,  but not the
obligation  unless it is the  Responsible  Party,  to pay the Tax shown due,  in
which case the Responsible Party will immediately reimburse the Filing Party for
the payment of such Tax.

5.    INFORMATION EXCHANGE AND CONFIDENTIALITY

     5.1  COOPERATION.  Upon  the  reasonable  request  of  any  party  to  this
Agreement,  the other party will promptly provide the requesting party with such
cooperation and assistance,  documents,  and other information as may reasonably
be requested by such party in connection with: (i) the preparation and filing of
any  original  or amended  Tax  Return;  (ii) the  conduct of any audit or other
examination or any judicial or administrative proceeding involving to any extent
Taxes  or Tax  Returns  within  the  scope  of  this  Agreement;  or  (iii)  the
verification by a party of an amount payable to or receivable from another party
under this Agreement (collectively, "Tax Data"). Such cooperation and assistance
will include, without limitation: (i) the provision on demand of books, records,
Tax Returns,  documentation,  or other information  relating to any relevant Tax
Return;  (ii) the  execution of any document that may be necessary or reasonably
helpful in connection  with the filing of any Tax Return or in  connection  with
any audit, proceeding,  suit, or action of the type generally referred to in the
preceding sentence; (iii) the prompt and timely filing of appropriate claims for
refund;  and (iv) the use of reasonable efforts to obtain any documentation from
a  governmental  authority  or a third party that may be necessary or helpful in
connection with the foregoing  (collectively,  "Tax Documentation").  Each party
will make its employees and facilities  available on a mutually convenient basis
to facilitate such cooperation.


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     5.2  RETENTION.  The Tax Data and the Tax  Documentation  will be  retained
until the later of (i) 90 days after the expiration of the applicable statute of
limitations  (including any waivers or extensions for any Taxes or net operating
loss  carryovers  available  in any tax year);  (ii)  eight (8) years  after the
Distribution Date; and (iii) any retention period required by law or pursuant to
any record retention  agreement;  provided,  however, if an audit,  examination,
investigation,  or other  proceeding is instituted  before the expiration of the
applicable  statute  of  limitations  (or in the event of any claim  under  this
Agreement),  such Tax Data and Tax Documentation will be retained until there is
a final determination and the time for any appeal has expired.

     5.3 EXPENSES.  Subject only to the provisions of Section 6, each party will
cooperate in the manner described in this Section 5 at its own expense.

     5.4 NOTIFICATION OF CARRYOVERS.  Epitope will undertake  reasonable efforts
to notify  Agritope  of (i) any  carryover  of losses or  credits  that could be
partially  or totally  attributed  to and carried  over by Agritope  pursuant to
Treasury  Regulations  Section  1.1502-79 or any similar law, rule or regulation
and (ii) any subsequent adjustment that could affect any such item.

     5.5 NOTIFICATION TO SHAREHOLDERS. Epitope will undertake reasonable efforts
to provide each Epitope  shareholder who receives Agritope Common Stock pursuant
to the  Separation  Agreement  with the  information  necessary  to permit  such
shareholder  to properly  report the receipt of shares of Agritope  stock in the
Distribution for federal income tax purposes.

     5.6  CONFIDENTIALITY.  Except as required by law or with the prior  written
consent  of the other  party,  all (i) Tax  Returns,  (ii) Tax  Data,  (iii) Tax
Documentation, (iv) similar documents, schedules, work papers and items, and (v)
all  information  contained  in such  items  which are  within the scope of this
Agreement will be kept  confidential  by the parties and their  representatives,
will not be disclosed  to any other person or entity,  and will be used only for
the purposes provided in this Agreement.

6.    CONTESTS AND AUDITS

     6.1 NOTICE AND COOPERATION.

          (a) If any claim, demand,  assessment  (including a notice of proposed
assessment),  or other  assertion,  whether  oral or written,  is made for Taxes
("Tax Claim") against a party entitled to  indemnification  with respect to such
Taxes  pursuant  to  this  Agreement  (an  "Indemnitee"),  or if the  Indemnitee
receives any notice, whether oral or written, from any jurisdiction with respect
to any current or future audit,  examination,  investigation or other proceeding
("Proceeding"),  the Indemnitee  will promptly  notify the party obligated to so
indemnify the  Indemnitee  (the  "Indemnitor")  of such Tax Claim or


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notice  of a  Proceeding.  If an  Indemnitor  receives  notice of a Tax Claim or
notice of a  Proceeding,  whether oral or written,  for which the  Indemnitor is
responsible  under this  Agreement,  such  Indemnitor  will promptly  notify the
Indemnitee of such claim,  demand, or assessment if such Tax Claim or Proceeding
could directly or indirectly  affect  (adversely or otherwise)  any  Indemnitee,
determined without regard to this Agreement.

          (b) The party  controlling the defense,  settlement,  or compromise of
any  Proceeding  or any Tax Claim  with  respect  to a Tax Return or any Tax (as
determined  pursuant to Section 6.2) will keep the other party duly  informed of
the progress of such  Proceeding  or Tax Claim to the extent such  Proceeding or
Tax Claim could  directly or indirectly  affect  (adversely  or otherwise)  such
other party, determined without regard to this Agreement.

          (c) If the Indemnitor  controls the defense,  settlement or compromise
of any Proceeding or Tax Claim for which it is responsible,  the Indemnitee will
nevertheless cooperate in such defense,  settlement, or compromise as and to the
extent  reasonably  requested  by  Indemnitor.   Such  cooperation  will  be  at
Indemnitor's expense (on a current basis), including all liabilities, costs, and
expenses  (including  reasonable attorney fees and accounting fees but excluding
in-house legal or tax assistance)  incurred in connection with such  cooperation
and authorized by the Indemnitor.

          (d) If the  Indemnitor  does not control the defense,  settlement,  or
compromise of any Proceeding or Tax Claim for which it is  responsible,  it will
nevertheless  (i) cooperate at its own expense in such defense,  settlement,  or
compromise to the extent reasonably requested by Indemnitee,  and (ii) indemnify
(on a current basis) the Indemnitee against any reasonable  liabilities,  costs,
and expenses  (including  reasonable  attorney and accounting fees but excluding
in-house legal or tax  assistance)  arising out of or incident to the Proceeding
or Tax Claim,  including without  limitation,  those incurred in connection with
the defense, settlement, or compromise of such Proceeding or Tax Claim.

     6.2 CONTROL.

          (a) Except as otherwise  provided in Section  6.2((b)) or Section 6.3,
the  Indemnitor  will have the right to  control  the  defense,  settlement,  or
compromise  of any  Proceeding  or Tax Claim to the extent that it may be liable
under Section 2 of this Agreement.

          (b) Notwithstanding the provisions of Section 6.2((a)) (and subject to
the provisions of Section 6.3):

               (1) an Indemnitee (in lieu of the Indemnitor) will have the right
(but not the  obligation) to control the defense,  compromise,  or settlement of
any  Proceeding  or Tax Claim if the  Indemnitor  fails to do so or requests the
Indemnitee to do so;

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               (2) an Indemnitee (in lieu of the Indemnitor) will have the right
(but not the  obligation) to control the defense,  compromise,  or settlement of
any  Proceeding or Tax Claim if the Indemnitor is (a) the subject of a voluntary
bankruptcy,  (b) an adjudicated  bankrupt,  or (c) the subject of an involuntary
petition  in  bankruptcy  that has been filed and which has not been  discharged
within 90 days;

               (3) Epitope will control the defense,  settlement,  or compromise
of any Proceeding or Tax Claim with respect to any Epitope  Consolidated  Return
and any Agritope Group Pre-Closing Return; and

               (4) Agritope will control the defense,  settlement, or compromise
of any Proceeding or Tax Claim with respect to any Agritope  Group  Post-Closing
Return,  including any Agritope  Overlap  Return (but  exclusive of any Agritope
Group  Pre-Closing  Return).  With respect to Agritope Overlap Returns,  Epitope
may, at its own expense, attend meetings or conferences with the Tax authorities
and receive copies of all relevant correspondence.

6.3    APPROVAL.

          (a) The Indemnitee will not settle or compromise any Proceeding or Tax
Claim without the prior  consent of the  Indemnitor  (which  consent will not be
unreasonably  withheld)  if such  settlement  or  compromise  will  result in an
obligation of the Indemnitor pursuant to this Agreement.

          (b) Agritope will not settle or compromise any Proceeding or Tax Claim
with respect to an Agritope  Group  Post-Closing  Return  (including an Agritope
Overlap Return)  involving a Tax period beginning  before the Distribution  Date
without the prior  consent of Epitope,  which  consent will not be  unreasonably
withheld.

          (c) A party  receiving a request for consent  pursuant to this Section
6.3 will  respond  as soon as  practicable  and in no event  after the tenth day
preceding the  expiration  of the period for appealing the  assessment or claim.
The  parties  will seek to resolve any  dispute  with  respect to such matter as
quickly as possible.  However, if the parties are unable to resolve such dispute
promptly, the matter will be referred to an Independent Firm for resolution.

7.    MISCELLANEOUS

     7.1 EFFECTIVENESS AND TERM. This Agreement will be effective from and after
the Distribution  Date and will survive until the later of (i) 90 days after the
expiration of any applicable  statute of  limitations  (including any waivers or
extensions)  related  to any  Taxes or  carryovers  of net  operating  losses or
credits to any  taxable  year or (ii) the final  conclusion  of any  Proceeding,
including  any  applicable  litigation  and appeals of any  liability for Taxes;
provided,  however,  that  this  Agreement  will  terminate  immediately  upon a
termination of the Separation Agreement.

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     7.2 ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement among
the parties with respect to the subject  matter.  This Agreement  terminates and
supersedes,  on a prospective  basis only, all Tax  agreements  (other than this
Agreement)  between  the  Epitope  Group  and the  Agritope  Group (or any other
predecessor).  However,  nothing in the preceding  sentence will limit or reduce
(i) the obligation of Agritope for Reserved  Taxes as separately  accrued on the
balance  sheet of the  Agritope  Group as of the  Distribution  Date or (ii) the
right of the Agritope Group to any Balance Sheet Refund.

     7.3  GOVERNING  LAW. This  Agreement  will be governed by and construed and
enforced in accordance  with the laws of the State of Oregon  (regardless of the
laws that might  otherwise  govern under  applicable  principles  of conflict of
laws) as to all matters,  including,  without  limitation,  matters of validity,
construction, effect, performance, and remedies.

     7.4  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 waives any argument
that venue in any such forum is not convenient or proper.

     7.5 NOTICES.  Notices under this Agreement  will be in writing,  will refer
specifically  to this  Agreement,  and  will 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):

              If to Epitope:

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

              If to Agritope:

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

              Any notice or communication  given in conformity with this Section
7.5 will 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.

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     7.6 MODIFICATION OF AGREEMENT. No modification, amendment, or waiver of any
provision of this  Agreement  will be effective  unless in writing and signed by
each of the parties  and then such  modification,  amendment,  or waiver will be
effective only in the specific instance and for the purpose for which given.

     7.7 SUCCESSORS AND ASSIGNS.  A party's  rights and  obligations  under this
Agreement may not be assigned or transferred  without the prior written  consent
of the other party.  Subject to the  foregoing,  this  Agreement will be binding
upon and inure to the benefit of the parties,  the Epitope  Group,  the Agritope
Group,  and their respective  successors and permitted  assigns and will survive
any acquisition,  disposition,  or other corporate  restructuring or transaction
involving either party.

     7.8 NO THIRD-PARTY BENEFICIARIES.  This Agreement is solely for the benefit
of the parties to this  Agreement  and should not be deemed to confer upon third
parties any remedy, claim, liability,  reimbursement,  claim of action, or other
right in excess of those existing without this Agreement.

     7.9 TITLES AND  HEADINGS.  The titles and headings to Sections are inserted
for  convenience  of reference only and are not intended to constitute a part of
or to affect the meaning or interpretation  of this Agreement.  Unless otherwise
indicated, Section references are to the relevant Sections in this Agreement.

     7.10 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 will in no way be affected or impaired.  If any such
term,  provision,  covenant,  or  restriction  is held to be invalid,  void,  or
unenforceable,  the  parties  will use their  best  efforts  to find and  employ
another  means to  achieve  the same or  substantially  the same  result as that
contemplated by such term, provision, covenant, or restriction.

     7.11 NO WAIVER.  Neither the failure nor any delay on the part of any party
to exercise any right under this  Agreement  will operate as a waiver,  nor will
any  single or  partial  exercise  of any right  preclude  any other or  further
exercise of the same or any other  right,  nor will any waiver of any right with
respect to any occurrence be construed as a waiver of such right with respect to
any other occurrence.

     7.12 SURVIVAL OF OBLIGATIONS. Notwithstanding anything in this Agreement or
the  Separation  Agreement  to the  contrary,  this  Agreement  will survive the
consummation of the  transactions  contemplated by the Separation  Agreement and
will continue throughout the period ending on the later of (i) 90 days after the
expiration of all applicable  statutes of limitation  (including  extensions) or
(ii) the final  determination  of (and the expiration of the time to appeal) any
Proceeding relating to Taxes or Tax matters covered by (or any claim under) this
Agreement and the payment of any corresponding obligation.

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     7.13  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which will be considered one and the same  agreement,  and
will become a binding  agreement when one or more  counterparts have been signed
by each party and delivered to the other party.

       As evidence of their agreement, the parties have caused this Agreement to
be executed and delivered as of the date first written above.



EPITOPE, INC.                                   AGRITOPE, INC.

By: /s/ John W. Morgan                          By: /s/ Adolph J. Ferro
Its: President and                              Its: Chairman, President and
      Chief Executive Officer                         Chief Executive Officer




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