Amendment To Employment Agreement - Adolph Ferro

August 19, 1997


Mr. Roger L. Pringle Chairman of the Board Epitope, Inc. 8505 SW Creekside Place Beaverton, OR 97008


Dear Roger:


This will confirm my agreement with Epitope, Inc. (the "Company") made in connection with recent management and strategic changes at the Company:


1. Effective May 30, 1997, I was removed as President and Chief Executive Officer of the Company by action of the Board of Directors. This action substantially diminished my duties and title and constituted a "termination without cause" by the Company within the meaning of Section 5.2.1 of the Amended and Restated Employment Agreement dated as of January 8, 1991 between the Company and me (the "Employment Agreement").


2. As a result of such termination, the Company is obligated to pay me 24 months of my regular salary as President and Chief Executive Officer of the Company, as extraordinary compensation under Section 2.3 and Schedule 2.3 of the Employment Agreement. Because I have agreed to serve as President and Chief Executive Officer of the Company's Agritope, Inc. subsidiary ("Agritope"), we have agreed that payment of the extraordinary compensation will commence in the first month following the earlier of (i) termination of my employment with Agritope for any reason, (ii) the closing of a transaction by which the Company no longer controls Agritope (an "Agritope Disposition"), or (iii) the 90th day (the "Cut-Off Date") after the Company's first publ ...