ORASURE TECHNOLOGIES INC
NONQUALIFIED STOCK OPTION AGREEMENT - NON-PLAN
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>NONQUALIFIED STOCK OPTION AGREEMENT - NON-PLAN
<TEXT>

                       NONQUALIFIED STOCK OPTION AGREEMENT
                         FOR DISCOUNTED NON-PLAN OPTION


This  Nonqualified  Stock  Option  Agreement  for  Discounted   Non-Plan  Option
("Agreement")  is executed by and between Epitope,  Inc., an Oregon  corporation
("Epitope")  and Robert D. Thompson  ("Participant"),  effective as of the Grant
Date,  as  defined  below.  This  Agreement  and the  Option  evidenced  by this
Agreement are not granted under or subject in any way to the Epitope, Inc., 1991
Stock Award Plan or the Epitope, Inc. 2000 Stock Award Plan (the "Plans").

                                  INTRODUCTION

Capitalized terms not otherwise defined have the definitions assigned in Section
14 of this Agreement.

Participant has been hired by Epitope as its Chief Executive Officer.  As a term
of his employment, the board of directors of Epitope has authorized the grant of
a nonqualified  stock option to  Participant,  so that  Participant  will have a
significant financial interest in Epitope's success.

                                    AGREEMENT

The parties agree as follows:

1.    GRANT OF OPTION.

Subject to the terms and  conditions of this  Agreement,  Epitope has granted to
Participant  as of January 5, 2000 (the  "Grant  Date"),  an Option to  purchase
375,000  Shares (the  "Option  Shares")  from  Epitope at an  exercise  price of
$4.5930 per share.

2.    OPTION TYPE AND TERM.

      2.1 TYPE OF OPTION.  The Option is not intended to be an  incentive  stock
option as described in Internal Revenue Code Section 422.

      2.2 TERM.  The term of the Option  will be ten years from the Grant  Date,
unless earlier terminated pursuant to this Agreement.

      2.3 VESTING.  Except as otherwise  provided in this Agreement,  the Option
shall be vested as to, and accordingly may be exercised from time to time during
the term to  purchase,  Shares up to the  following  limits  during the  periods
indicated following the Grant Date:

            (a) During  the  period  from the Grant Date to January 5, 2001 (the
"First Anniversary"), no portion of the Option will be vested;

            (b)  Effective as of the First  Anniversary,  the Option will become
vested as to one-third (1/3) of the total number of the Option Shares; and

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            (c)  Effective  as of the  5th  day  of  February  2001,  and on the
corresponding  day of each  succeeding  calendar  month,  the Option will become
vested as to  one-twenty-fourth  (1/24) of the Option Shares that did not become
vested pursuant to the foregoing paragraph (b).

      2.4  RIGHTS AS  SHAREHOLDER.  Participant  shall not have any  rights as a
shareholder  with respect to Shares subject to this Agreement  until such Shares
are issued in the name of Participant.

3.    EMPLOYMENT REQUIREMENT.

      3.1 GENERAL. Except as provided in Section 4 of this Agreement, the Option
may not be exercised and shall not be deemed vested  unless the  Participant  is
employed  by Epitope  and/or  one or more of its  Subsidiaries  (an  "Employer")
continuously  for at least one year after the Grant Date,  unless  employment is
terminated by death, Disability, or Retirement. "Employment" for purposes of the
Option shall include periods of illness or other leaves of absence authorized by
Employer.

      3.2 NO EMPLOYMENT CONTRACT.  The Option shall not constitute a contract of
employment of Participant by any Employer.

      3.3 EXPIRATION AFTER TERMINATION OF EMPLOYMENT.  If Participant  ceases to
be an active  employee of any  Employer,  the right to exercise the Option shall
expire at the end of the following periods:

            After Termination
              On Account Of                              Period
              -------------                              ------

              Death                                      1 year
              Retirement                                 5 years
              Disability                                 1 year
              Any other reason                           1 year

      3.4 EFFECT OF TERMINATION  ON VESTING.  Subject to Section 3.1, the Option
shall  continue  vesting in  accordance  with Section 2.3 for 90 days  following
termination of employment  and shall then cease vesting.  The Shares as to which
the  Option  is  exercisable  under  Section  3.3 shall be those as to which the
Option is vested at the time of exercise.

4.    ACCELERATION OF EXERCISABILITY.

Upon a Change in  Control  Date  occurring  while  Participant  is  employed  by
Employer or within 90 days after  termination  of  employment,  the Option shall
become  immediately and fully vested and exercisable as to all Shares covered by
the  Option.  A  Change  in  Control  Date  occurring  more  than 90 days  after
termination  of  employment  shall not cause the  Option to become  vested as to
additional Shares.

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5.    SERVICE PERIODS.

The periods of service as an employee in connection with the grant of the Option
are as follows:

      5.1 FIRST  YEAR.  The  portion of the Option  vesting  pursuant to Section
2.3(b) is in  connection  with  services to be performed in the one-year  period
commencing on the Grant Date.

      5.2  ADDITIONAL  YEARS.  The  portions  of the  Option  vesting in monthly
installments  pursuant to Section  2.3(c) are  respectively  in connection  with
services to be performed in the consecutive  monthly periods ending  immediately
before each monthly vesting date.

6.    METHOD OF EXERCISE.

      6.1  EXERCISE  OF  OPTION.  The  Option,  or a  portion  thereof,  may  be
exercised, to the extent it has become exercisable pursuant to the terms of this
Agreement,  by delivery of written notice to Epitope in the form attached hereto
stating the number of Shares, form of payment, and proposed date of closing.

      6.2 OTHER DOCUMENTS.  Participant shall furnish Epitope, before closing of
any exercise of the Option,  such other documents or  representations as Epitope
may require to assure compliance with applicable laws and regulations.

      6.3 PAYMENT.  The exercise price for the Shares purchased upon exercise of
the Option shall be paid in full at or before closing by one or a combination of
the following:

            (a) Payment in cash;

            (b)  By  delivery  (in a  form  approved  by  the  Committee)  of an
      irrevocable direction to a securities broker acceptable to the Committee:

                  (i) To sell Shares subject to the Option and to deliver all or
            a part of the sales  proceeds to Epitope in payment of all or a part
            of the exercise price and withholding taxes due; or

                  (ii) To pledge  Shares  subject to the Option to the broker as
            security  for a loan  and to  deliver  all  or a  part  of the  loan
            proceeds  to Epitope  in  payment  of all or a part of the  exercise
            price and withholding taxes due; or

            (c)  Delivery of  previously  acquired  Shares  having a Fair Market
      Value at least equal to the exercise price.

                                      -3-
<PAGE>

      6.4 PREVIOUSLY  ACQUIRED  SHARES.  Delivery of previously  acquired Shares
surrendered in full or partial  payment of the exercise price of the Option,  or
any portion thereof, shall be subject to the following conditions:

            (a) The Shares tendered shall be in good delivery form;

            (b) The Fair Market Value of the Shares, together with the amount of
      cash,  if any,  tendered  shall equal or exceed the exercise  price of the
      Option;

            (c) Any Shares  remaining after  satisfying  payment of the exercise
      price shall be reissued in the same manner as the Shares tendered; and

            (d) No fractional Shares will be issued and cash will not be paid to
      Participant for any fractional  Share value not used to satisfy payment of
      the exercise price.

7.    TRANSFERABILITY.

      7.1 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.

      7.2  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.

8.    SECURITIES LAWS.

Epitope  shall not be required  to  distribute  any Shares upon  exercise of the
Option,  or any  portion  thereof,  until  Epitope  shall  have taken any action
required  to comply with the  provisions  of the  Securities  Act of 1933 or any
other then applicable federal or state securities laws.

                                      -4-
<PAGE>

9.    TAX REIMBURSEMENT.

In the event any  withholding  or similar tax liability is imposed on Epitope in
connection  with or with respect to the exercise of the Option  governed by this
Agreement or the disposition by Participant of the Shares acquired upon exercise
of the  Option,  Participant  agrees to pay to Epitope an amount  sufficient  to
satisfy such tax liability.

10.   CONDITIONS PRECEDENT.

Epitope will use its best efforts to obtain any required approvals of the Option
by any  state or  federal  agency  or  authority  that  Epitope  determines  has
jurisdiction.  If  Epitope  determines  that any  required  approval  cannot  be
obtained, the Option will terminate on notice to Participant to that effect.

11.   TERMINATION FOR CAUSE; COMPETITION.

      11.1  ANNULMENT  OF  AWARDS.  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 the  employment of  Participant  is
terminated  for cause (as defined  below),  any  portion of the Option  which is
provisional  shall be annulled as of the date of such termination for cause. For
the purpose of this Section 9.1, 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 the policies and
procedures  of  Epitope  or for  other  job  performance  or  conduct  which  is
materially  detrimental to the best  interests of Epitope,  as determined by the
Committee.

      11.2 ENGAGING IN  COMPETITION  WITH  EPITOPE.  If  Participant  terminates
employment with Epitope or a Subsidiary for any reason whatsoever, and within 18
months after the date thereof  accepts  employment  with any  competitor  of (or
otherwise  engages in  competition  with) Epitope,  the  Committee,  in its sole
discretion,  may require  Participant to return to Epitope the economic value of
the Option that is realized or obtained  (measured  at the date of  exercise) 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 the
Employer.

12.   SUCCESSORSHIP.

Subject to the restrictions on  transferability  of the Option set forth in this
Agreement,  this Agreement shall be binding upon and benefit the parties,  their
successors, and assigns.

13.   ADJUSTMENTS BY COMMITTEE.

In the event of any  change in  capitalization  affecting  the  common  stock of
Epitope,  such as a  stock  dividend,  stock  split,  recapitalization,  merger,
consolidation,  split-up,  combination  or  exchange  of shares or other form of
reorganization,   or  any  other  change   affecting  the  common  stock,   such
proportionate adjustments, if any, as the Committee, in its sole discretion, may
deem appropriate to reflect such change, will be made with respect to the shares
covered by the  Option  granted  by this  Agreement,  and the price

                                      -5-
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per Share in respect of the Option. The Committee may also make such adjustments
in the  number of Shares  covered  by,  and price or value of, the Option in the
event of a spin-off or other distribution  (other than normal cash dividends) of
Epitope assets to shareholders.

14.   DEFINED TERMS.

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

      14.1 "ACQUIRING PERSON" shall mean any person or related person or related
persons which  constitute a "group" for purposes of Section 13(d) and Rule 13d-5
under the Securities  Exchange Act of 1934 (the "Exchange Act"), as such Section
and Rule are in effect as of the date of the 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  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 Epitope  arising  from a
      revocable  proxy or consent given in response to a public proxy or consent
      solicitation made pursuant to the Exchange Act.

      14.2 "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 the Agreement  pursuant to the
      Exchange 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 Exchange 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 board of  directors
      cease for any reason to constitute at least a majority  thereof unless the
      election,  or the nomination for election,  by Epitope'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

                                      -6-
<PAGE>

      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 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.

      14.3 "CHANGE IN CONTROL DATE" shall mean the first date following the date
of the Agreement on which a Change in Control has occurred.

      14.4 "COMMITTEE"  shall mean the executive  compensation  committee of the
board of directors of Epitope.

      14.5 "COMMON STOCK" shall mean the Common Stock,  no par value, of Epitope
or any security of Epitope issued in substitution,  exchange, or in lieu of such
stock.

      14.6 "DISABILITY"  shall mean the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Internal Revenue Code.

      14.7 "FAIR  MARKET  VALUE" shall mean,  with  respect to the Shares,  on a
particular  day, the mean between the reported high and low sale prices,  or, if
there is no sale on such  day,  the mean  between  the  reported  bid and  asked
prices,  of Shares of the applicable class on that day, or, if that day is not a
trading  day,  the  last  prior  trading  day,  on the  securities  exchange  or
authorized interdealer quotation system on which such Shares have been traded.

      14.8 "OPTION" means the  Nonqualified  Stock Option granted to Participant
evidenced by the Agreement.

      14.9  "RETIREMENT"  shall mean  retirement  from  active  employment  with
Epitope and its Subsidiaries at or after age 50, or such earlier retirement date
as approved by the Committee.

      14.10 "SHARE" shall mean a share of Common Stock.

      14.11 "SUBSIDIARY"  shall mean a subsidiary  corporation of Epitope within
the meaning of Section 425 of the Internal Revenue Code,  namely any corporation
in which Epitope directly or indirectly controls 50 percent or more of the total
combined voting power of all classes of stock having voting power.

      14.12 "VOTING  SECURITIES"  shall mean  Epitope's  issued and  outstanding
securities  ordinarily having the right to vote at elections for Epitope's board
of directors.

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<PAGE>

15.   NOTICES.

Any notices regarding the Option shall be in writing and shall be effective when
actually  delivered  personally  or, if mailed,  when deposited as registered or
certified  mail directed to the address  maintained  in Epitope's  records or to
such other address as a party may certify by notice to the other party.

16.   GOVERNING LAW.

Except  with  respect to  references  to the  Internal  Revenue  Code or federal
securities laws, this Agreement shall be governed by and construed in accordance
with the laws of the state of Oregon.

17.   DETERMINATION BY COMMITTEE.

The  Committee  shall have  authority to construe and interpret any provision of
this  Agreement.   Decisions  of  the  Committee  as  to  the  construction  and
interpretation  of this  Agreement  will be final,  conclusive,  and  binding on
Epitope and Participant.

Epitope, Inc.


By:    /s/ Charles Bergeron                /s/ Robert D. Thompson
       -------------------------------     ---------------------------------
Title: Chief Finanical Officer             Robert D. Thompson





Attachment:  Exercise Form


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