This Employment Agreement is entered into as of October 6, 1997, between John W. Morgan ("Employee") and
Epitope, Inc., an Oregon corporation (the "Company").
1.1 EMPLOYMENT. The Company agrees to employ Employee as President and Chief Executive Officer of
the Company, and Employee hereby accepts such employment in accordance with the terms and conditions of
this Agreement. Employment shall continue until terminated pursuant to the terms of this Agreement.
1.2 DUTIES. Employee shall have the position named in
Section 1.1 with such powers and duties appropriate to that office (a) as may be provided by the bylaws of the
Company, (b) as otherwise set forth in Exhibit A attached to this Agreement, and (c) as determined by the board
of directors from time to time. Subject to the provisions of Section 7.4 hereof, Employee's position and duties
may be changed from time to time during the term of this Agreement, and Employee's place of work may be
relocated at the sole discretion of the board of directors.
1.3 OUTSIDE ACTIVITIES. Employee shall obtain the consent of the board of directors before he engages,
either directly or indirectly, in any other professional or business activities that may require an appreciable portion
of Employee's time or effort to the detriment of the Company's business.
1.4 DIRECTION OF SERVICES. Employee shall at all times discharge his duties in consultation with and under
the supervision and direction of the board of directors.
2. COMPENSATION AND EXPENSES.
2.1 SALARY. As compensation for services under this Agreement, the Company shall pay to Employee a
regular salary of $20,416.67 per month. Subject to the provisions of Section 7.4 hereof, such salary may be
adjusted from time to time in the discretion of the board of directors. Payment shall be made on a bi-weekly
basis, less all amounts required by law or authorized by Employee to be withheld or deducted, at such times as
shall be determined by the board of directors. The