SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement") is between Epitope, Inc., an Oregon corporation
("Epitope"), Keith R. Andrew and Kevin S. Andrew as cotrustees under the Fred W. and Virginia S. Andrew
1990 Revocable Living Trust (collectively, the "Trustees"), Keith R. Andrew individually ("K. Andrew"), Fred L.
Williamson ("Williamson, Sr."), Fred M. Williamson ("Williamson, Jr."), and Andrew and Williamson Sales, Co.,
a California corporation ("A&W") (collectively, the "Parties").
Epitope acquired all of the outstanding capital stock of A&W on December 12, 1996 (the "Acquisition Date"),
from Fred W. Andrew ("F. Andrew"), K. Andrew, Williamson, Sr., and Williamson, Jr. (collectively with the
Trustees, the "Former Owners"), pursuant to an Acquisition and Merger Agreement among Epitope, Thamscoe,
Inc., A&W, F. Andrew, K. Andrew, Williamson, Sr., and Williamson, Jr., dated November 6, 1996 (the
"Acquisition Agreement"). As part of the acquisition, the number of outstanding shares of A&W common stock
was reduced from 20,000 to 100 (the "A&W Shares"). Following the acquisition, Epitope made a $2.2 million
subordinated loan to A&W (the "First Loan") and a subsequent $3.5 million loan to A&W (the "Second Loan").
On February 28, 1997, Agritope, Inc., purchased A&W's membership interest in Superior Tomato Associates,
L.L.C., a Delaware limited liability company ("STA"), for $25,032, representing A&W's investment in STA and
its share of losses through the purchase date, and assumed all ongoing obligations of such membership. Agritope,
Inc., an Oregon corporation, is a wholly-owned subsidiary of Epitope.
Epitope has filed a complaint against F. Andrew, K. Andrew, Williamson, Sr., and Williamson, Jr. in the United
States District Court for the District of Oregon, Civil No. CV 97-506 (the "Complaint"), seeking damages and
rescission of the A&W acquisition. The Former Owners have not yet answered the complaint, but dispute the
allegations made by Epit