10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2003

Or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to 

Commission file number:  000-30975

TRANSGENOMIC, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	911789357 (I.R.S. Employer Identification No.)
12325 Emmet Street, Omaha, Nebraska (Address of principal executive offices)	68164 (Zip Code)

(402) 452-5400
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

As of July 28, 2003, the number of shares of common stock outstanding was 23,558,839 consisting of 24,053,443 shares issued less 494,604 shares of Treasury Stock.

TRANSGENOMIC INC.

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002	1
	Consolidated Statements of Operations for the Three and Six Months ended June 30, 2003 and 2002	2
	Consolidated Statements of Cash Flows for the Six Months ended June 30, 2003 and 2002	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II.	OTHER INFORMATION	17
Item 1.	Legal Proceedings	17
Item 2.	Changes in Securities and Use of Proceeds	17
Item 4.	Submission of Matters to a Vote of Securities Holders	17
Item 6.	Exhibits and Reports on Form 8-K	17
Signatures		19
Exhibit 31	Certification of Principal Executive Officer
Exhibit 31	Certification of Principal Financial Officer
Exhibit 32	Certification of Principal Executive Officer
Exhibit 32	Certification of Principal Financial Officer

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

Transgenomic, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(In thousands except share and per share data)

	June 30,  2003			December 31,  2002
ASSETS
Current Assets
Cash and cash equivalents	$	3,045			$	9,735
Short term investments	—				3,612
Accounts receivable—net	10,177				11,058
Inventories	12,507				12,448
Prepaid expenses and other current assets	2,156				2,274
Total current assets	27,885				39,127
Property and Equipment
Buildings and Equipment	21,071				18,872
Furniture and fixtures	8,324				5,849
Total property and equipment	29,395				24,721
Less: accumulated depreciation	10,532				9,069
Net property and equipment	18,863				15,652
Goodwill	15,275				15,275
Intangible and other assets	3,701				3,981
Total assets	$	65,724			$	74,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	4,595			$	4,917
Accrued expenses and other liabilities	3,672				4,928
Accrued compensation	942				1,113
Current portion of long-term debt	63				63
Line of credit	1,337				—
Total current liabilities	10,609				11,021
Long-term Liabilities
Long-term debt	1,539				1,499
Total liabilities	12,148				12,520
Stockholders’ Equity
Preferred stock $.01 par value, 15,000,000 shares authorized, none outstanding	—				—
Common stock $.01 par value, 60,000,000 shares authorized, 24,026,653 and 23,933,725 issued in 2003 and 2002	241				240
Additional paid-in capital	114,023				113,934
Unearned compensation	(8		)		(78		)
Accumulated other comprehensive income	546				378
Accumulated deficit	(58,038		)		(49,771		)
	56,764				64,703
Less: Treasury stock, at cost, 494,604 shares	(3,188		)		(3,188		)
Total stockholders’ equity	53,576				61,515
Total liabilities and stockholders’ equity	$	65,724			$	74,035

The accompanying notes are an integral part of these financial statements.

1

Transgenomic, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(In thousands except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Net sales	$	8,481		$	9,424		$	17,986		$	19,255
Cost of goods sold	5,925			4,562			11,739			9,285
Gross profit	2,556			4,862			6,247			9,970
Operating expenses:
Selling, general and administrative	4,215			5,923			8,823			11,822
Research and development	2,362			2,964			4,688			5,736
Restructuring and restructuring related charges (Note J)	474			—			738			—
Stock based compensation expense	50			35			85			60
	7,101			8,922			14,334			17,618
Loss from operations	(4,545		)	(4,060		)	(8,087		)	(7,648		)
Other income (expense)
Interest income	12			171			46			423
Interest expense	(51		)	(10		)	(93		)	(10		)
Other expense, net	(76		)	(6		)	(109		)	(8		)
	(115		)	155			(156		)	405
Loss before income taxes	(4,660		)	(3,905		)	(8,243		)	(7,243		)
Income tax expense	10			76			24			97
Net loss	$	(4,670	)	$	(3,981	)	$	(8,267	)	$	(7,340	)
Basic and diluted weighted average shares outstanding	23,540,979			23,699,047			23,529,858			23,673,084
Net loss per common share—basic and diluted	$	(0.20	)	$	(0.17	)	$	(0.35	)	$	(0.31	)

The accompanying notes are an integral part of these financial statements.

2

Transgenomic, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
(In thousands)

	Six  Months Ended June 30,
	2003			2002
Cash Flows from Operating Activities
Net loss	$	(8,267	)	$	(7,340	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization	1,762			1,803
Non-cash restructuring and restructuring related charges	364			—
Non-cash compensation expense	85			60
Changes in operating assets and liabilities:
Accounts receivable	995			580
Inventories	326			(5,560		)
Prepaid expenses and other current assets	(188		)	(822		)
Accounts payable	(522		)	1,015
Accrued expenses	(1,304		)	(122		)
Net cash flows from operating activities	(6,749		)	(10,386		)
Cash Flows from Investing Activities
Purchase of property and equipment	(4,886		)	(4,461		)
Proceeds from the maturities and sale of available for sale securities	3,612			24,285
Purchase of available for sale securities	—			(19,088		)
Increase in Notes receivable	—			(1,885		)
Change in other assets	147			(2,193		)
Net cash flows from investing activities	(1,127		)	(3,342		)
Cash Flows from Financing Activities
Issuance of common stock and common stock warrants	75			528
Purchase of treasury stock	—			(437		)
Line of credit	1,337			—
Net cash flows from financing activities	1,412			91
Effect of foreign currency exchange rates on cash	(226		)	382
Net change in cash and cash equivalents	(6,690		)	(13,255		)
Cash and cash equivalents at beginning of period	9,735			19,613
Cash and cash equivalents at end of period	$	3,045		$	6,358

The accompanying notes are an integral part of these financial statements.

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Transgenomic, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
(In thousands except share and per share data)

A.   CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of Transgenomic, Inc. and Subsidiaries (the “Company”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. In the opinion of management of the Company, all adjustments (consisting of only normal and recurring accruals) have been made to present fairly the financial positions, the results of operations and cash flows for the periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these financial statements should be read in conjunction with the consolidated financial statements for the period ended December 31, 2002, that are included in the Company’s Annual Report on Form 10-K.

Stock Based Compensation.

The Company accounts for its employee stock option grants under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, which utilizes the intrinsic value method. Accordingly, compensation cost for stock options is measured as the excess, if any, of the deemed fair market value of the Company’s common stock at the date of grant over the stock option exercise price. Stock option grants to nonemployees are accounted for using the fair value method of accounting in accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, using the Black-Scholes model.

The following table illustrates the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock based employee compensation.

	Three Months Ended				Six Months Ended
	June 30, 2003		June 30, 2002		June 30, 2003		June 30, 2002
Net Loss:
As reported	$(4,670	)	$(3,981	)	$(8,267	)	$(7,340	)
Pro forma	(5,211	)	(4,575	)	(9,187	)	(8,438	)
Basic and diluted loss per share:
As reported	(0.20	)	(0.17	)	(0.35	)	(0.31	)
Pro forma	(0.22	)	(0.19	)	(0.39	)	(0.36	)

B.   SHORT TERM INVESTMENTS

The Company had no short-term investments at June 30, 2003. At December 31, 2002, short-term investments consisted of the following:

December 31, 2002	Amortized			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Corporate debt		3,611			1			—		3,612
Total securities available-for-sale		$	3,611		$	1		$	—	$	3,612

Maturities of short-term investments were due within one year.

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Transgenomic, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
(In thousands except share and per share data) (Continued)

C.   INVENTORIES

At June 30, 2003 and December 31, 2002, inventories consisted of the following:

	June 30, 2003			December 31, 2002
Finished goods	$	6,105			$	6,400
Raw materials and work in progress	6,173				5,904
Demonstration inventory	358				325
	12,636				12,629
Less long-term demonstration inventory	(129		)		(181		)
	$	12,507			$	12,448

D.   OTHER ASSETS

At June 30, 2003 and December 31, 2002, finite lived intangible assets and other assets consist of the following:

	June 30, 2003						December 31, 2002
	Cost		Accumulated Reserve			Net Book Value	Cost		Accumulated Reserve			Net Book Value
Capitalized software	$	2,132		$	402	$1,730	$	2,132		$	24	$2,108
Intellectual property	725			123		602	545			90		455
Patents	900			162		738	883			150		733
Other	764			133		631	799			114		685
Total	$	4,521		$	820	$3,701	$	4,359		$	378	$3,981

Amortization expense for intangible assets was $201,000 and $418,000 during the three and six months ended June 30, 2003, respectively.  Amortization expense for intangible assets was $42,000 and $70,000 during the three and six months ended June 30, 2002, respectively.  The Company expects amortization expense for intangible assets to be approximately $393,000 for the balance of 2003, $919,000 in fiscal 2004, $916,000 in fiscal 2005, $214,000 in fiscal 2006, $250,000 in fiscal 2007 and $74,000 in fiscal 2008.

E.   GOODWILL

At June 30, 2003 and December 31, 2002, goodwill by operating segment consisted of the following:

	Biosystems operating segment			Nucleic Acids operating segment			Total
Net balance December 31, 2002		$	638		$	14,637	$	15,275
Adjustments		—			—
Net balance June 30, 2003		$	638		$	14,637	$	15,275

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Transgenomic, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
(In thousands except share and per share data) (Continued)

F.   STOCKHOLDERS’ EQUITY AND STOCK OPTIONS

Other Comprehensive Income.Results of operations for the Company’s foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rate in effect on the balance sheet dates. These translation adjustments, along with unrealized gains and losses on available-for-sale securities, are the Company’s only components of other comprehensive income.

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Net loss	$	(4,670	)	$	(3,981	)	$	(8,267	)	$	(7,340	)
Unrealized loss on available for sale securities	—			18			—			(25		)
Currency translation adjustments	746			380			168			288
Total comprehensive loss	$	(3,924	)	$	(3,583	)	$	(8,099	)	$	(7,077	)

Stock Options.During the six months ended June 30, 2003, the Company granted 831,000 options with exercise prices of $1.30 per share to $1.98 per share. The following table summarizes activity under the 1997 Stock Option Plan during the six months ended June 30, 2003.

	Number of Options	Weighted Average Exercise Price
Balance at December 31, 2002	5,144,910		$	6.62
Granted	831,000		$	1.54
Exercised	—		—
Canceled	177,092		$	7.97
Balance at June 30, 2003	5,798,818		$	5.85
Exercisable at June 30, 2003	3,747,728		$	6.30

The weighted average fair value of options granted was $1.12 for the first six months of fiscal 2003. At June 30, 2003, the weighted average remaining contractual life of options outstanding was 6 years. The fair value of each stock option granted is estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for options granted in the first six months of fiscal 2003: no common stock dividends; risk-free interest rate of 3.6% to 3.9%; 85% volatility; and an expected option life of 3 years.

G.   INCOME TAXES

Due to the Company’s cumulative losses in recent years, expected losses in future years and inability to utilize any additional losses as carrybacks, the Company has not provided for an income tax benefit during the three and six months ended June 30, 2003, based on management’s determination that it was more likely than not that such benefits would not be realized. The Company will continue to assess the recoverability of deferred tax assets and the related valuation allowance. To the extent the Company begins to generate income in future periods and it determines that such valuation allowance is no longer

6

Transgenomic, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
(In thousands except share and per share data) (Continued)

G.   INCOME TAXES (Continued)

required, the tax benefit of the remaining deferred tax assets will be recognized at such time. During the three and six months ended June 30, 2003, the Company recorded current tax expense related to its foreign branch operations.

As of June 30, 2003 and December 31, 2002, the Company’s deferred tax assets were offset by a valuation allowance of approximately $26.4 million and $23.2 million, respectively, due to the Company’s cumulative losses in recent years, expected losses in future years and inability to utilize any additional losses as carrybacks.

H.   OPERATING SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s operations are managed based upon the nature of the products and services provided. Accordingly, the Company has determined that it operates in two segments, BioSystems and Nucleic Acids. Operations for these segments are evaluated based upon specific identification of revenues and expenses associated with the business activities resulting in segment operating income. Expenses that cannot be directly identified to an operating activity or are considered corporate overhead are not allocated to the segments in arriving at operating income for the segment. Generally, decisions regarding asset allocation, financing, or other items impacting the Company’s balance sheet are made at the corporate level and, accordingly, balance sheet information is not typically reviewed by operating segment.

The BioSystems operating segment generates revenue from the sale of automated instrument systems and associated consumable products and services. This segment’s products are based upon separations chemistries and enzymology. Specifically, this segment’s main products are the WAVE System, related bioconsumables and research services.

The Nucleic Acids operating segment generates revenue from the sale of products and services based upon nucleic acid chemistries, separations chemistries and enzymology. Specifically, this segment’s main products are nucleic acid building blocks or phosphoramidites, oligonucleotides, fluorescent markers, dyes and associated reagents and novel chemistry and process development services.

The following is information for net sales and operating income by segment.

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Sales
BioSystems	$	6,660		$	5,609		$	13,599		$	11,733
Nucleic Acids	1,821			3,815			4,387			7,522
Total	$	8,481		$	9,424		$	17,986		$	19,255
Income/(loss) from operations
BioSystems	$	(625	)	$	(2,544	)	$	(1,288	)	$	(4,658	)
Nucleic Acids	(1,871		)	236			(2,757		)	442
Corporate	(2,049		)	(1,752		)	(4,042		)	(3,432		)
Total	$	(4,545	)	$	(4,060	)	$	(8,087	)	$	(7,648	)

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Transgenomic, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Unaudited)
(In thousands except share and per share data) (Continued)

H.   OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Continued)

Fixed asset additions during the six months ended June 30, 2003 were mainly in the Nucleic Acid operating segment. The net book value of fixed assets in this segment was $12.5 million at June 30, 2003 and $8.9 million at December 31, 2002.

I.   LINE OF CREDIT

In June 2003 the Company entered into a loan agreement with a financial institution for a secured line of credit up to a maximum of $5.0 million. Collateral for the line of credit consists of all assets of Transgenomic, Inc. Funds available under the line are equal to 80% of eligible accounts receivable balances. The amount outstanding on the line of credit was approximately  $1.3 million as of June 30, 2003. The total additional funds available on the line of credit, based upon eligible accounts receivable balances, as of June 30, 2003, were approximately $900,000.  The term of the agreement is 1 year carrying an interest rate of 2.25% over prime.

J.   CORPORATE RESTRUCTURING

The Company has historically experienced net losses and negative cash flows from operations. As a result, management formulated a restructuring plan designed to reduce expenses thereby better aligning the Company’s expense structure with current business prospects. The plan includes employee terminations, office closures, and termination of collaborations and write-offs of abandoned intellectual property. A significant portion of the plan was executed in the fourth quarter of 2002 resulting in the recording of $3.3 million in restructuring charges. Restructuring and restructuring related activities continued in the current year resulting in additional restructuring charges of $474,636 and $738,302 for the three and six months ended June 30, 2003.  These charges consist of employee severance costs and the write-off of a note receivable related to the abandonment of product development collaboration.  The write-off of the note receivable accounted for $364,000 of the second quarter and year-to-date charges.  The Company had accrued expenses and other liabilities associated with the restructuring activities of approximately $460,000 at June 30, 2003 and $1.4 million at December 31, 2002. The accrued expenses at June 30, 2003 were related to office closures. The accrued expenses at December 31, 2002 were primarily related to office closures and employee severance.

8

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes included elsewhere in this filing.

Overview

We provide innovative products and services for the synthesis, purification and analysis of nucleic acids. Our products and services include automated instrument systems, associated consumables, nucleic acid chemical building blocks, nucleic acid synthesis products, novel chemistry development for nucleic acids, process development services and genetic variation discovery services. Our technologies center around three core competencies: separation chemistries, enzymology, and nucleic acid chemistries. We develop, assemble, manufacture and market our products and services to the life sciences industry to be used in research focused on molecular genetics of humans and other organisms. Such research could lead to development of new diagnostics and therapeutics. Our products can be used to analyze DNA or RNA at the molecular level, amplify, separate, and isolate nucleic acid fragments of particular interest and synthesize conventional or chemically-modified nucleic acid molecules. These capabilities are central to research seeking to discover and understand variations in the genetic code, the relationship of these variations to disease and, ultimately, to develop diagnostics and therapeutics based on this understanding. Our business plan is to participate in the value chain associated with these activities by providing key technology, tools, consumables, and biochemical reagents to those entities engaged in basic biomedical research and the development of diagnostics and therapeutic agents.

The Company’s operations are managed based upon the nature of the products and services provided. Accordingly, the Company has determined that it operates in two segments, BioSystems and Nucleic Acids. Operations for these segments are evaluated based upon specific identification of revenues and expenses associated with the business activities resulting in a segment operating income. Expenses that cannot be directly identified to an operating activity or are considered corporate overhead are not allocated to the segments in arriving at operating income for the segment.

The BioSystems operating segment generates revenue from the sale of automated instrument systems and associated consumable products and services. This segment’s products are based upon separations chemistries and enzymology. Specifically, this segment’s main products are the WAVE System, related bioconsumables and research services. Since the WAVE System product introduction in 1997, we have sold over 1,000 instruments to customers in over 30 countries.

The Nucleic Acids operating segment generates revenue from the sale of products and services based upon nucleic acid chemistries, separations chemistries and enzymology. Specifically, this segment’s main products are nucleic acid building blocks or phosphoramidites, oligonucleotides, fluorescent markers, dyes and associated reagents and novel chemistry and process development services.

We have incurred significant losses resulting principally from costs incurred in research and development and selling, general and administrative costs associated with our operations. At June 30, 2003, we had an accumulated deficit of $58.0 million. We expect to continue to incur substantial research and development and selling, general and administrative costs.

Critical Accounting Policies

Accounting policies used in the preparation of the consolidated financial statements may involve the use of management judgments and estimates. Certain of the Company’s accounting policies are considered critical as they are both important to the portrayal of the Company’s financial statements and they require significant or complex judgments on the part of management. Our judgments and estimates are based on experience and assumptions that we believe are reasonable under the circumstances. Further, we evaluate

9

our judgments and estimates from time to time as circumstances change. Actual financial results based on judgment or estimates may vary under different assumptions or circumstances.

The Company considers its critical accounting policies to be:

ŸAllowance For Doubtful Accounts

ŸInventories

ŸDepreciation and Amortization of Long-lived Assets

ŸImpairment of Long-lived Assets

ŸRevenue Recognition.

For additional discussion of these critical accounting policies, see the “Management Discussion and Analysis” section of the Company’s 2002 Annual Report on Form 10-K.

Results of Operations

Three Months Ended June 30, 2003 and 2002

Net Sales.Net sales decreased 10% to $8.5 million in 2003 from $9.4 million in 2002. Sales in our BioSystems operating segment increased 19% to $6.7 million in 2003 from $5.6 million in 2002. Total revenues from sales of WAVE Systems increased 16% to $4.9 million in 2003 from $4.2 million in 2002. Bioconsumable product sales included in this operating segment increased 28% to $1.8 million in 2003 from $1.4 million in 2002. Sales of WAVE Systems increased mainly due to strong sales in Europe and the Far East offset by lower sales volumes to our North American customer base. Sales of WAVE-related consumable products increased as the installed base of WAVE Systems has increased. Sales in our Nucleic Acid operating segment decreased 52% to $1.8 million in 2003 from $3.8 million in 2002. The decrease in nucleic acid product sales is attributable largely to declines in demand for pharmaceutical grade chemical building blocks. Part of our business strategy is to position ourselves as a unique partner to biopharmaceutical and pharmaceutical companies in the early stages of their efforts to develop genomic-based diagnostics and therapeutics. As part of this strategy we are focusing our sales efforts on large consumers of our Synthetic Nucleic Acid products who are willing to commit to long-term supply agreements. While we expect to see increased sales of these products based upon this strategy, we also may see varying demand depending on the success of the biopharmaceutical and pharmaceutical companies on which we are targeting our sales efforts. Therefore, we may see large variations in quarterly revenue flows for these products. We have experienced a decline in demand from these biopharmaceutical and pharmaceutical companies due in part to these companies experiencing varying degrees of success in their product development cycle.

Cost of Goods Sold.Cost of goods sold increased 30% to $5.9 million in 2003 from $4.6 million in 2002, representing 70% of net sales in 2003 and 48% of net sales in 2002. Cost of goods sold in our BioSystems segment remains within historical ranges at 40% in 2003 compared to 36% in 2002. During the remainder of 2003 we anticipate that our cost of goods sold for our BioSystems products will remain within historical ranges. Currently our Nucleic Acid products are sold at lower margins compared to our Biosystems products. The margins in our Nucleic Acids operating segment have been negatively impacted by higher manufacturing costs due largely to our plant expansion efforts in Glasgow, Scotland and Boulder, Colorado and declining sales resulting in the allocation of our fixed manufacturing costs across a smaller base. Cost of goods sold in our Nucleic Acid segment was 165% in 2003 compared to 65% in 2002. We expect margins in 2003 for our Nucleic Acid unit to remain under pressure due largely to underutilization of manufacturing capacity. Both total cost of goods sold and cost of goods sold as a percent of sales increased year over year due to additional manufacturing costs and underutilization of Nucleic Acid manufacturing capacity. After 2003, we anticipate that the overall cost of goods sold percentage will

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improve based upon actions currently being taken. These actions include refining our systems configurations potentially reducing material costs, improving production methods in our Nucleic Acid operating segment which currently result in higher overall manufacturing costs and increasing product revenues thereby spreading our fixed production costs over a larger revenue base.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased 29% to $4.2 million in 2003 from $5.9 million in 2002. This decrease is primarily the result of our restructuring activities that have reduced personnel and personnel-related expenses, outside services, advertising, sales promotions and meeting expenses by approximately $1.9 million. A lower level of recorded foreign currency transaction exchange rate gains offset these expense reductions during the quarter by approximately $300,000. Total selling, general and administrative expenses represented 50% of net sales in 2003 versus 63% of net sales in 2002. It is expected that, as a result of our restructuring activities described below, our selling, general and administrative expenses will decrease from 2002 levels.

Research and Development Expenses.Research and development expenses decreased 20% to $2.4 million in 2003 from $3.0 million in 2002. Research and development expenses consist of salaries and related personnel costs of researchers and software developers, material costs for prototypes and test units, legal expenses relating to intellectual property research and application development activities, testing and enhancement of our products, and amortization of intellectual property. We expense our research and development costs in the year in which they are incurred with the exception of certain capitalized software development costs. The decrease is primarily the result of our restructuring activities that have reduced personnel and personnel-related expenses, outside services, supplies and travel related costs by approximately $870,000. These decreased expenses were offset by a decline in the amount of capitalized software development costs of approximately $370,000. Total research and development expenses represented 28% of net sales in 2003 versus 32% of net sales in 2002. It is expected that, as a result of our restructuring activities discussed below, our research and development expenses will decrease from 2002 levels.

Stock Based Compensation. Stock based compensation expense was $50,000 in 2003 as compared to $35,000 in 2002. This expense represents the amortization of deferred compensation related to stock options issued.

Restructuring and Restructuring Related Charges. During the fourth quarter of 2002 management formulated and executed a significant portion of a restructuring plan. The plan was developed to reduce expenses thereby better aligning the Company’s expense structure with current business prospects. The plan included employee terminations, office closures, and termination of collaborations and write-offs of abandoned intellectual property. We continued to execute upon the plan during the second quarter of 2003. As a result, $474,000 in restructuring and restructuring related charges was recorded and is included in operating expenses. These charges consisted of employee severance costs and the write-off of a note receivable related to the abandonment of product development collaboration. The note receivable write-off was a non-cash charge totaling $364,000. We expect that, as a result of the restructuring, our total operating expenses for 2003 will be 20% to 25% below 2002 levels. Further restructuring activities may occur in the second half of 2003.

Other Income (Expense).Other income and expense, which consists mainly of net interest income and expense, decreased to an expense of $115,000 in 2003 from income of $155,000 in 2002. Interest income for the quarter was $12,000 as compared to $161,000 in 2002. Interest expense for the quarter was $52,000 as compared to none in 2002. The decrease in interest income is a result of declining interest rates on investments and reductions in our short-term investment balances. Interest expense will increase in 2003 due to the long-term debt obtained by the Company during 2002 and our line of credit.

Income Taxes.Income tax expense during the quarter was $10,000 while in 2002 income tax expense was $76,000. During the quarter the Company recorded current tax expense related to its foreign

11

operations. Our deferred tax assets as of June 30, 2003 were $26.4 million and were offset by a valuation allowance of $26.4 million. Our deferred tax assets as of December 31, 2002 were $23.2 million and were offset by a valuation allowance of $23.2 million. No further tax benefits are being recorded due to our cumulative losses in recent years, expected losses in future years and the uncertainty as to whether we will be able to utilize any additional losses as carrybacks. We will continue to assess the recoverability of deferred tax assets and the related valuation allowance. We expect to continue to incur losses and expect to continue to provide valuation allowances against deferred tax assets. To the extent we begin to generate income in future years and it is determined that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized.

Six Months Ended June 30, 2003 and 2002

Net Sales.Net sales decreased 7% to $18.0 million in 2003 from $19.3 million in 2002. Sales in our BioSystems operating segment increased 17% to $13.6 million in 2003 from $11.6 million in 2002. Total revenues from sales of WAVE Systems increased 12% to $10.2 million in 2003 from $9.1 million in 2002. Bioconsumable product sales included in this operating segment increased 36% to $3.4 million in 2003 from $2.5 million in 2002. Sales of WAVE Systems increased mainly due to strong sales in Europe and the Far East offset by lower sales volumes to our North American customer base. Sales of WAVE-related consumable products increased as the installed base of WAVE Systems has increased. Sales in our Nucleic Acid operating segment decreased 43% to $4.4 million in 2003 from $7.7 million in 2002. The decrease in nucleic acid product sales is attributable largely to declines in demand for pharmaceutical grade chemical building blocks. Part of our business strategy is to position ourselves as a unique partner to biopharmaceutical and pharmaceutical companies in the early stages of their efforts to develop genomic-based diagnostics and therapeutics. As part of this strategy we are focusing our sales efforts on large consumers of our Synthetic Nucleic Acid products who are willing to commit to long-term supply agreements. While we expect to see increased sales of these products based upon this strategy, we also may see varying demand depending on the success of the biopharmaceutical and pharmaceutical companies on which we are targeting our sales efforts. Therefore, we may see large variations in quarterly revenue flows for these products. We have experienced a decline in demand from these biopharmaceutical and pharmaceutical companies due in part to these companies experiencing varying degrees of success in their product development cycle.

Cost of Goods Sold.Cost of goods sold increased 26% to $11.7 million in 2003 from $9.3 million in 2002, representing 65% of net sales in 2003 and 48% of net sales in 2002. Cost of goods sold in our BioSystems segment was within historical ranges at 43% in 2003 compared to 39% in 2002. During the remainder of 2003 we anticipate that our cost of goods sold for our BioSystems products will remain within historical ranges. Currently our Nucleic Acid products are sold at lower margins compared to our Biosystems products. The margins in our Nucleic Acids operating segment have been negatively impacted by higher manufacturing costs due largely to our plant expansion efforts in Glasgow, Scotland and Boulder, Colorado and by declining sales resulting in the allocation of our fixed manufacturing costs across a smaller base. Cost of goods sold in our Nucleic Acid segment was 135% in 2003 compared to 64% in 2002. We expect margins in 2003 for our Nucleic Acid unit to remain under pressure due largely to underutilization of manufacturing capacity. Both total cost of goods sold and cost of goods sold as a percent of sales increased year over year due additional manufacturing costs and underutilization of Nucleic Acid manufacturing capacity. After 2003, we anticipate that the overall cost of goods sold percentage will improve based upon actions currently being taken. These actions include refining our systems configurations potentially reducing material costs, improving production methods in our Nucleic Acid operating segment which currently result in higher overall manufacturing costs and increasing product revenues thereby spreading our fixed production costs over a larger revenue base.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased 25% to $8.8 million in 2003 from $11.8 million in 2002. This decrease is primarily the result of our

12

restructuring activities that have reduced personnel and personnel-related expenses, outside services, advertising, sales promotions and travel expenses by approximately $1.9 million. A higher level of recorded foreign currency transaction exchange rate gains of approximately $170,000 further benefited these expense reductions. Total selling, general and administrative expenses represented 49% of net sales in 2003 versus 61% of net sales in 2002. It is expected that, as a result of our restructuring activities described below, our selling, general and administrative expenses will decrease from 2002 levels.

Research and Development Expenses.Research and development expenses decreased 18% to $4.7 million in 2003 from $5.7 million in 2002. Research and development expenses consist of salaries and related personnel costs of researchers and software developers, material costs for prototypes and test units, legal expenses relating to intellectual property research and application development activities, testing and enhancement of our products, and amortization of intellectual property. We expense our research and development costs in the year in which they are incurred with the exception of certain capitalized software development costs. The decrease is primarily the result of our restructuring activities that have reduced personnel and personnel-related expenses, outside services, supplies and travel related costs by approximately $1.6 million. These decreased expenses were offset by a decline in the amount of capitalized software development costs of approximately $790,000. Total research and development expenses represented 26% of net sales in 2003 versus 30% of net sales in 2002. It is expected that, as a result of our restructuring activities discussed below, our research and development expenses will decrease from 2002 levels.

Stock Based Compensation.Stock based compensation expense was $85,000 in 2003 as compared to $60,000 in 2002. This expense represents the amortization of deferred compensation related to stock options issued.

Restructuring and Restructuring Related Charges.During the fourth quarter of 2002 management formulated and executed a significant portion of a restructuring plan. The plan was developed to reduce expenses thereby better aligning the Company’s expense structure with current business prospects. The plan included employee terminations, office closures, and termination of collaborations and write-offs of abandoned intellectual property. We continued to execute upon the plan during the first half of 2003. As a result, $738,000 in restructuring and restructuring related charges was recorded and is included in operating expenses. These charges consisted mainly of employee severance costs and the write-off of a note receivable related to the abandonment of a product development collaboration. The note receivable write-off was a non-cash charge totaling $364,000. We expect that, as a result of the restructuring, our total operating expenses for 2003 will be 20% to 25% below 2002 levels. Further restructuring activities may occur in the second half of 2003.

Other Income (Expense).Other income and expense, which consists mainly of net interest income and expense, decreased to an expense of $156,000 in 2003 from income of $405,000 in 2002. Interest income was $46,000 in 2003 as compared to $423,000 in 2002. Interest expense was $93,000 in 2003 as compared to none in 2002. The decrease in interest income is a result of declining interest rates on investments and reductions in our short-term investment balances. Interest expense will increase in 2003 due to the long-term debt obtained by the Company during 2002 and our line of credit.

Income Taxes.Income tax expense during the first half of 2003 was $24,000 while in 2002 income tax expense was $97,000. During the quarter the Company recorded current tax expense related to its foreign operations. Our deferred tax assets as of June 30, 2003 were $26.4 million and were offset by a valuation allowance of $26.4 million. Our deferred tax assets as of December 31, 2002 were $23.2 million and were offset by a valuation allowance of $23.2 million. No further tax benefits are being recorded due to our cumulative losses in recent years, expected losses in future years and the uncertainty as to whether we will be able to utilize any additional losses as carrybacks. We will continue to assess the recoverability of deferred tax assets and the related valuation allowance. We expect to continue to incur losses and expect to

13

continue to provide valuation allowances against deferred tax assets. To the extent we begin to generate income in future years and it is determined that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized.

Liquidity and Capital Resources

We have historically experienced net losses and negative cash flows. As a result, we had an accumulated deficit of $58.0 million as of June 30, 2003. As of June 30, 2003, and December 31, 2002, we had approximately $3.0 million and $9.7 million, respectively, in cash and cash equivalents. In addition, as of December 31, 2002, we had approximately $3.6 million in short-term investments for total cash and short-term investments of approximately $13.3 million.

During the six months ended June 30, 2003 our major cash expenditures were the funding of our operations and capital projects. Cash and investments decreased by a total of approximately $10.3 million with approximately $6.7 million used to fund our operations and $4.9 million used for capital projects offset by $1.3 million provided by advances on our line of credit. Major capital projects during the quarter included facility build-out, expansion and improvement at our two nucleic acid production facilities in Boulder, Colorado and Glasgow, Scotland. The Boulder facility project is designed to be a cGMP (Good Manufacturing Practices) facility for the synthesis of oligonucleotides. This facility began non-GMP production operations during the first quarter of 2003 and cGMP production in the second quarter of 2003. The Glasgow facility project, which produces nucleic acid building blocks, included the upgrading of equipment and processes at the current production facility and the build-out of a new facility that will include significant capacity expansion along with further equipment and process improvements. The current production facility improvements were completed during 2002 and the first production line, or pilot line, in the new facility is expected to be completed in 2003.

Our operating activities resulted in net outflows of $6.7 million in 2003 and $10.4 million in 2002. The operating cash outflows for these periods resulted mainly from our operating losses. Significant investments in manufacturing operations, research and development and sales and marketing contributed to the operating losses. The operating cash outflows for 2003 are lower than those in the prior year due in large part to more effective management of working capital offset by higher operating losses. Specifically, inventory levels were consistent in the current year as compared to a significant increase in inventory levels of approximately $6.1 million in 2002.

Net cash used by investing activities was $1.1 million in 2003 as compared to $3.3 million for 2002. The investing cash flow in 2003 is due primarily to the investment in property, plant and equipment offset by the maturity of short-term investment funds. Cash used in investing activities in 2002 was due primarily to increases in notes receivables, long-term assets and investments in property, plant and equipment offset by the net maturity of funds in short-term investments.

Net cash provided by financing activities was $1.4 million in 2003 and $91,000 for 2002. The financing cash inflows were the result of proceeds from the sale of common stock and advances on our line of credit.

We are party to a number of lease agreements mainly for office, research and development and production facilities. Such lease agreements expire at various dates through 2007, with future minimum annual lease payments of approximately $3.0 million in 2003 declining to less than $1.0 million in 2007.

We expect to devote substantial capital resources to continue our research and development efforts, to support our marketing and sales and customer support activities, and for other general corporate activities. Our capital requirements for operations depend on a number of factors, including sales levels, the level of our research and development activities, market acceptance of our products and services, the resources we devote to developing and supporting our products and services, normal capital expenditures and other factors. The restructuring plan developed in 2002 is expected to reduce our operating expenses and thereby reduce the cash needed to fund our operations. Additionally, our capital budget includes

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expenditures for the completion of our facility expansion projects in Glasgow, Scotland, and Boulder, Colorado and for general facility and equipment improvements. Additional expansion projects for the Glasgow and Boulder production facilities may be incurred over the next 2 to 3 years as business demand dictates. During the second quarter 2003 our major capital projects were substantially completed and we expect our capital expenditures to decrease significantly in the second half of 2003. Our original capital expenditures budget for 2003 was approximately $8.4 million. We have revised the budget downward. We now expect capital expenditures for the full year to be in the range of $6.2 million to $6.9 million.

In June 2003, we entered into a loan agreement with a financial institution for up to a $5.0 million secured line of credit. Collateral for the line consists of all assets held by Transgenomic, Inc. The term of the agreement is 1 year carrying a variable interest rate of 2.25% over prime. Funds available under the line are equal to 80% of eligible accounts receivable balances. As of June 30, 2003, we had an outstanding balance on our line of credit of approximately $1.3 million. At that date we estimate that an additional $900,000 was available for advances on our line of credit based upon our eligible accounts receivable. We believe that our base of eligible accounts receivable will expand as total sales increase and as we more fully utilize Credit Insurance on our foreign accounts receivable. As our eligible accounts receivable expand we will be able to more fully utilize the credit available on our line. Additionally, we are actively pursuing a sale/leaseback transaction for one our manufacturing facilities in an effort to utilize a significant asset to provide additional liquidity.

Based upon our current projections, we expect to meet our cash needs for the remainder of 2003 from existing cash as of June 30, 2003 of $3.0 million, additional cash generated from our working capital, additional funds available to us under our $5.0 million credit facility and the proceeds of the proposed sale/leaseback transaction net of debt repayment costs. These projections may or may not be realized based upon actual operating results and capital project requirements. Thus, during or after this period, if our existing cash balances, cash generated by our working capital, and available borrowings under credit agreements is insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities, or obtain additional credit arrangements. We cannot assure you that any financing arrangement will be available in amounts or on terms acceptable to us. Our failure to raise additional capital, if needed, would harm our financial condition, results of operations and our business. We are monitoring our liquidity position and are prepared to take appropriate measures, as needed, to address liquidity. Such measures may include, but are not limited to, further expense reductions, an expansion of our line of credit, asset sales and the placement of equity or debt. We are currently evaluating capital transaction options for up to an additional $5.0 million. Our objective is to secure such additional capital in 2003.

Impact of Inflation

We do not believe that price inflation had a material adverse effect on our financial condition or results of operations during the periods presented.

Foreign Currency Rate Fluctuations

Historically approximately 50% of our net sales have been to customers outside the United States. Most of these sales are completed by our wholly owned subsidiaries, Transgenomic, Ltd. and Cruachem, Ltd., and are made in their operating currency, the British Pounds Sterling, or the Euro. Results of operations for the Company’s foreign subsidiaries are translated using the average exchange rate during the period. Assets and liabilities are translated at the exchange rate in effect on the balance sheet dates. To further limit our exposure to exchange rate risk all sales quotes issued by Transgenomic, Ltd. are based upon the United States dollar pricing converted at prevailing exchange rates at the time of the quote. Additionally, such quotes have short expiration dates. As a result, although we are

15

subject to exchange rate risk based largely upon the levels of outstanding accounts receivables, management feels we do not have a material exposure to foreign currency rate fluctuations at this time.

Forward-looking Information

This report contains a number of “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Many of these forward-looking statements refer to our plans, objective, expectations and intentions, as well as our future financial results. You can identify these forward-looking statements by forward-looking words such as “expects,” anticipates,” “intends,” “plans,” “may,” “will,” “believes,” “feels”, “seeks,” “estimates,” and similar expressions. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Such factors would include the growth of the markets for DNA analysis technology and consumable products, the acceptance of our technology, our ability to continue to improve our products, the development of competing technologies, and our ability to protect our intellectual property rights.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We recently obtained a secured line of credit that carries a variable interest rate. This line of credit will expose us to interest rate risk in 2003. If the prime lending rate in the United States were to increase we would experience higher interest costs. Based upon our total available credit of $5 million, a 1% increase in the prime rate would increase our annual interest expense by approximately $50,000. We no longer have short-term investments that subject us to the market risks described in our most recent Annual Report on Form 10-K.

Item 4.    Controls and Procedures

A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO and CFO concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective. There have been no significant changes in the Company’s internal controls subsequent to the date of their evaluation. There were no significant material weaknesses identified in the course of such review and evaluation and, therefore, no corrective measures were taken by the Company.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

We are not a party to, and none of our assets or properties are subject to, any material legal proceedings.

Item 2.    Changes in Securities and Use of Proceeds

d)The amount of net proceeds from our initial public offering was approximately $69.9 million. Approximately $3.5 million of these net offering proceeds was used to repay outstanding indebtedness and approximately $4.6 million was used to acquire notes evidencing loans made by a bank to the Company owned by one of our directors that purchased the assets of our non-life sciences product line in May 2000. Through June 30, 2003, we used approximately $25.2 million of the net proceeds for capital expenditures. Such expenditures were made for general infrastructure investments (i.e. computer equipment, software and leasehold improvements) and production facility improvements and expansion. The remainder of the net proceeds has been used to fund operating losses and for general working capital needs.

Item 4.    Submission of Matters to a Vote of Security Holders

Our annual shareholder’s meeting was held on May 21, 2003 for the purpose of electing two Class III directors, and ratifying the appointment of Deloitte & Touche LLP as our independent accountants for the fiscal year ending December 31, 2003.

A total of 23,532,049 shares of our common stock were entitled to vote at the meeting and a total of 15,329,034 shares (65.14%) were represented at the meeting, in person or by proxy. The following sets for the results of the voting at the annual meeting:

1.Election of Directors

Gregory J. Duman	For—14,537,886	Withheld—791,148
Roland J. Santoni	For—15,139,566	Withheld—189,468

2.Ratification of the appointment of Deloitte & Touche LLP as independent auditors for the year ended December 31, 2003

For—15,002,534 Against—292,225 Abstain—34,275 Broker non-vote—0

Further information regarding these matters is contained in our Proxy Statement dated April 18, 2003.

Item 6.    Exhibits and Reports on Form 8-K

(a)Exhibits

(2.1)	Asset Purchase Agreement, dated May 16, 2000 between the Registrant and SD Acquisition Inc. (incorporated by reference to Exhibit 2 to Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on May 17, 2000)
(2.2)	Agreement and Plan of Merger, dated as of April 30, 2001 among Transgenomic, Inc., TBIO Nebraska, Inc., TBIO, Inc. and Annovis, Inc. (incorporated by reference to Exhibit 2.1 to Report on Form 8-K (Registration No. 000-30975) as filed on May 31, 2001)

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(2.3)	Addendum to Agreement and Plan of Merger, dated as of May 18, 2001 among Transgenomic, Inc., TBIO Nebraska, Inc., TBIO, Inc. and Annovis, Inc. (incorporated by reference to Exhibit 2.2 to Report on Form 8-K (Registration No. 000-30975) as filed on May 31, 2001)
(3.1)	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 2 to Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on May 17, 2000)
(3.2)	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on March 10, 2000)
(4)	Form of Certificate of the Registrant’s Common Stock (incorporated by reference to Exhibit 4 to Registration Statement on Form S-1 (Registration No. 333-32174) as filed on March 10, 2000)
(10.1)	Accounts Receivable Financing Agreement, date June 17, 2003, between Silicon Valley Bank and the Registrant.
(10.2)	License Amendment Agreement, dated June 2, 2003, by and between Geron Corporation and the Registrant. Certain confidential portions of this Exhibit were omitted by means of redacting a portion of the text. This Exhibit has been filed separately with the Secretary of the Commission with the redacted text pursuant to the Registrant’s Application Requesting Confidential Treatment under Rule 24b-2 of the Securities Exchange Act.
(10.3)	Employment Agreement, dated May 21, 2003, between Michael J. Draper and the Registrant.
(31)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
(32)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

(b)Reports on Form 8-K

The Registrant filed a Report on Form 8-K on May 12, 2003, reporting the announcement of its results of operations for the quarter ended March 31, 2003 pursuant to Items 9 and 12 of Form 8-K.

The Registrant filed a Report on Form 8-K on May 30, 2003, reporting the announcement of changes in management responsibilities including the appointment of Michael J. Draper as its Chief Financial Officer pursuant to Item 7 of Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRANSGENOMIC, INC.
August 12, 2003	By:	/s/ Michael J. Draper
		Michael J. Draper, Chief Financial Officer (authorized officer and principal financial officer)

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EX-10.1

                                                                    EXHIBIT 10.1

                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                     ACCOUNTS RECEIVABLE FINANCING AGREEMENT

        This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of the Effective Date is between Silicon Valley Bank, Specialty Finance Division
("Bank"), and Transgenomic, Inc., a Delaware corporation, ("Borrower"), whose
address is 12325 Emmet St., Omaha, Nebraska 68164 and with a FAX number of
402-452-5447.

1.      DEFINITIONS. In this Agreement:

        "Account Debtor" is defined in the California Uniform Commercial Code
and shall include any person liable on any Financed Receivable, such as, a
guarantor of the Financed Receivable and any issuer of a letter of credit or
banker's acceptance.

        "Adjustments" are all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor for any Financed Receivable.

        "Advance" is defined in Section 2.2.

        "Advance Rate" is 80%, or another percentage as Bank may establish from
time to time by giving notice thereof to Borrower.

        "Applicable Rate" is a rate per annum equal to the "Prime Rate" plus
2.25 percentage points.

        "Borrower's Books" are all Borrower's books and records including
ledgers, records regarding Borrower's assets or liabilities, the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.

        "Code" is the California Uniform Commercial Code.

        "Collateral" is attached as Exhibit "A".

        "Collateral Handling Fee" is defined in Section 3.4.

        "Collections" are all funds received by Bank from or on behalf of an
Account Debtor for Receivables.

        "Compliance Certificate" is attached as Exhibit "B".

        "Domestic Receivables" are Receivables for which the Account Debtor has
its principal place of business in the United States.

        "Early Termination Fee" is defined in Section 3.5.

        "Effective Date" is the date in which the Bank executes this Agreement.

        "Event of Default" is defined in Section 9.

        "Facility" is an extension of credit by Bank to Borrower in order to
finance receivables with an aggregate Financed Receivable Balance not exceeding
the Facility Amount.



        "Facility Amount" is $6,250,000.00.

        "Facility Period" is the period beginning on the Effective Date and
continuing until the Maturity Date, unless the period is terminated sooner
pursuant to the terms of this Agreement or extended pursuant to Section 4.3.

        "Finance Charges" is defined in Section 3.2.

        "Financed Receivables" are all Receivables, which Bank has accepted and
against which Bank has made an Advance. A Financed Receivable stops being a
Financed Receivable (but remains Collateral) when the Advance made against the
Financed Receivable has been paid in full.

        "Financed Receivable Balance" is the total outstanding amount, at any
time, of all Financed Receivables.

        "Foreign Receivables" are Receivables for which the Account Debtor does
not have its principal place of business in the United States but are: (1)
covered by credit insurance satisfactory to Bank, less any deductible; or (2)
supported by letter(s) of credit acceptable to Bank; or (3) that Bank approves
in writing.

        "Good Faith Deposit" is described in Section 3.8.

        "Guarantor" means any guarantor of the Obligations.

        "Ineligible Receivable" is any Receivable:

        (a) with regard to any Domestic Receivable, that is unpaid sixty (60)
calendar days after the due date of the invoice; or

        (b) with regard to any Foreign Receivable, that is unpaid ninety (90)
calendar days after the due date of the invoice; or

        (c) that is owed by an Account Debtor that has filed, or has had filed
against it, any bankruptcy case, assignment for the benefit of creditors,
receivership, or Insolvency Proceeding or who has become insolvent (as defined
in the United States Bankruptcy Code) or who is generally not paying its debts
as they become due; or

        (d) for which there has been any breach of warranty or representation in
Section 6 or any breach of any covenant in this Agreement; or

        (e) for which the Account Debtor asserts any Adjustment in excess of ten
percent (10%) of the value of the Receivable.

        "Insolvency Proceeding" are proceedings by or against any person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

        "Invoice Transmittal" shows a Receivable which Bank may finance and, for
each Receivable, includes the Account Debtor's, name, address, invoice amount,
invoice date and invoice number and is signed by Borrower's authorized
representative.

        "Lockbox" is described in Section 3.9.

        "Maturity Date" is June 9, 2004, or each subsequent anniversary date
subject to Section 4.3, or the date of acceleration by Bank following an Event
of Default.



        "Obligations" are all advances, liabilities, obligations, covenants and
duties owing, arising, due or payable by Borrower to Bank now or later under
this Agreement or any other document, instrument or agreement, associated
herewith (including those acquired by assignment) primary or secondary, such as
all Advances, Finance Charges, interest, fees, expenses, professional fees and
attorneys' fees or other.

        "Permitted Indebtedness" is:

        (a) Borrower's indebtedness to Bank under this Agreement;

        (b) Indebtedness existing on the Effective Date and shown on the
Schedule 1;

        (c) Subordinated Debt;

        (d) Indebtedness to trade creditors incurred in the ordinary course of
business;

        (e) Indebtedness secured by Permitted Liens, and

        (f) Extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (e) above,
provided that, without the express consent of Bank, the principal amount thereof
is not increased or the terms thereof are not modified to impose more burdensome
terms upon Borrower.

        "Permitted Liens" are:

        (a) Liens existing on the Effective Date and shown on Schedule 1 or
arising under this Agreement;

        (b) Liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its Books;

        (c) Purchase money liens (i) on equipment acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the equipment, or
(ii) existing on equipment when acquired, if the lien is confined to such
equipment and the proceeds of the equipment;

        (d) Leases or subleases and licenses or sublicenses granted in the
ordinary course of Borrower's business, if the leases, subleases, licenses and
sublicenses permit granting Bank a security interest;

        (e) Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by liens described in (a) through (d), but any extension,
renewal or replacement lien must be limited to the property encumbered by the
existing lien and the principal amount of the indebtedness may not increase.

        "Person" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

        "Prime Rate" is the higher of (a) Bank's most recently announced "prime
rate," even if it is not Bank's lowest rate, or (b) 4.25%.

        "Receivables" are all existing and later arising accounts receivable,
chattel paper, contract rights, rights to payment and other obligations owed to
Borrower in connection with its sale or lease of goods (including licensing
software and other technology) or provision of services, along with all credit
insurance, guaranties, letters of credit or other security associated therewith
and all merchandise returned or reclaimed by Borrower relating to any of the
foregoing and any proceeds therefrom.



        "Reconciliation Day" is the last calendar day of each month.

        "Reconciliation Period" is each calendar month.

        "Subordination Agreement" is a written agreement, in form and substance
acceptable to Bank in Bank's sole discretion, under which a security interest
that Borrower has granted in any Collateral in order to secure indebtedness to
any third party creditor is expressly subordinated to the Bank's senior security
interest in such Collateral.

        "Subordinated Debt" is debt incurred by Borrower that is subject to a
Subordination Agreement.

        "Subsidiary" is for any Person, a joint venture, or any other business
entity of which more than 50% of the voting stock or other equity interests is
owned or controlled, directly or indirectly, by the Person or one or more
Affiliates of the Person.

        "Tangible Net Worth" is, on any date, the consolidated total assets of
Borrower and its Subsidiaries minus, (i) any amounts attributable to (a)
goodwill, (b) intangible items such as unamortized debt discount and expense,
patents, trade and service marks and names, copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already
deducted from assets, and (ii) Total Liabilities.

        "Total Liabilities" is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet, including
all indebtedness and Subordinated Debt.

2.      FINANCING OF RECEIVABLES.

2.1.    Request for Advances. During the Facility Period and as long as there
has been no Event of Default, Borrower may offer any and all Receivables to Bank
and request an Advance against such Receivables by delivery to Bank of an
Invoice Transmittal for each Receivable it offers. Bank may rely on information
on or with the Invoice Transmittal.

2.2.    Acceptance of Receivables; Advances. Bank is not obligated to finance
any Receivable. Bank may approve any Account Debtor's credit before accepting
any Receivable. When Bank accepts a Receivable, Bank will lend to Borrower an
amount equal to the Advance Rate times the face amount of the Receivable (the
"Advance"). Bank may, in its discretion, change the percentage of the Advance
Rate. When Bank makes an Advance, the Receivable becomes a "Financed
Receivable." All representations and warranties in Section 6 must be true as of
the date of the Invoice Transmittal and of the Advance and no Event of Default
exists or would occur as a result of the Advance. The Financed Receivable
Balance outstanding at any time may not exceed the Facility Amount.

2.3.    Conditions Precedent to Initial Advance. Bank's obligation to make the
initial Advance is subject to the condition precedent that it receive the
agreements, documents and fees it requires, including: (a) a Subordination
Agreement from General Electric Capital Corporation acknowledging Bank's first
lien position against all of the Collateral, except such specific equipment and
fixed assets as identified on Schedule 2 attached hereto, and (b) with regard to
any and all additional outstanding notes or credit facilities, either (i) a
Subordination Agreement or (ii) evidence satisfactory to Bank that such
outstanding note or credit facility has been terminated.

3.      COLLECTIONS, FINANCE CHARGES, REMITTANCES AND FEES. The Obligations
shall be subject to the following fees and Finance Charges. Fees and Finance
Charges may, in Bank's discretion, be charged as an Advance, and shall
thereafter accrue fees and Finance Charges as described below. Bank may, in its
discretion, charge fee and Finance Charges to Borrower's deposit account
maintained with Bank.



3.1.    Collections. Collections of each Financed Receivable will be credited by
Bank within one business day of its receipt against the Advance made with
respect to such Financed Receivable. As long as there is not an Event of Default
or an event that with notice of lapse of time will be an Event of Default,
within three (3) business days of Bank's receipt of any Collections, Bank will
use its best efforts to remit to Borrower the difference of (i) the amount of
Collections in excess of the amount for which Bank has made an Advance to
Borrower for such Financed Receivable, plus any amount received for Receivables
other than Financed Receivables, minus (ii) any amount then due and owing to
Bank hereunder, such as outstanding fees, expenses or otherwise. This Section
does not impose any affirmative duty on Bank to do any act other than to turn
over amounts. All Receivables and Collections are Collateral and if an Event of
Default occurs, Bank need not remit Collections of Collateral and may apply them
to the Obligations.

3.2.    Finance Charges. In computing Finance Charges on the Obligations, all
Collections received by Bank shall be deemed applied by Bank on account of the
Obligations within one business day after receipt of the Collections. Borrower
will pay a finance charge (the "Finance Charge") of (i) the Applicable Rate
times (ii) the number of days in the Reconciliation Period divided by 360 days
times (iii) the outstanding average daily Financed Receivable Balance for that
Reconciliation Period. After an Event of Default, Obligations accrue interest at
5 percent above the Applicable Rate effective immediately before the Event of
Default.

3.3.    Commitment Fee. A fully earned, non-refundable commitment fee of $62,500
was paid March 31, 2003,and receipt is hereby acknowledged.

3.4.    Collateral Handling Fee. On each Reconciliation Day, Borrower will pay
to Bank a collateral handling fee, equal to $3,000 (the "Collateral Handling
Fee").

3.5.    Early Termination Fee. A fully earned, non-refundable early termination
fee of 1% of the Facility Amount (the "Early Termination Fee") is due upon
voluntary full payment of the Obligations and termination of this Facility by
Borrower prior to June 9, 2004, unless the Obligations are paid in full from
borrowings under a loan agreement with Bank.

3.6.    Accounting. After each Reconciliation Period, Bank will provide an
accounting of the transactions for that Reconciliation Period, including the
amount of all Financed Receivables, all Collections, Adjustments, Finance
Charges, and the Collateral Handling Fee. If Borrower does not object to the
accounting in writing within 30 days it is considered correct. All Finance
Charges and other interest and fees calculated on the basis of a 360 day year
and actual days elapsed.

3.7.    Deductions. Bank may deduct fees, finance charges and other amounts due
from any Advances made or Collections received by Bank.

3.8.    Good Faith Deposit. Borrower has paid to Bank a good faith deposit of
$10,000 to initiate Banks due diligence review process (the "Good Faith
Deposit"). Any portion of the Good Faith Deposit not utilized to pay expenses
will be refunded to Borrower.

3.9.    Account Collection Services; Lockbox. Borrower shall notify and direct
all of the Borrower's Account Debtors to make all payments for Borrower's
Receivables to a lockbox account established with the Bank ("Lockbox") or to
wire transfer payments to a cash collateral account that Bank controls.
Notwithstanding the foregoing, Bank shall have the right to notify and direct
all of Borrower's Account Debtors to make payments to the Lockbox. It will be
considered an immediate Event of Default if the Lockbox is not set-up and
operational within 45 days from the date of this Agreement. Until such time as
the Lockbox is set-up and operational, Borrower shall provide Bank by the close
of business on each Friday a detailed cash receipts journal detailing the
amounts collected on any Financed Receivable. In addition, if any amount is
collected by Borrower with respect to a Receivable after the date the Lockbox is
operational, such amount will be held in constructive trust by the Borrower for
the Bank and will be promptly deposited by Borrower into the Lockbox.



4.      REPAYMENT OF OBLIGATIONS.

4.1.    Repayment on Maturity. Borrower will repay each Advance on the earliest
of: (a) payment of the Financed Receivable in respect which the Advance was
made, (b) the Financed Receivable becomes an Ineligible Receivable, (c) when any
Adjustment is made to the Financed Receivable (but only to the extent of the
Adjustment if the Financed Receivable does not become an Ineligible Receivable
as a result of such Adjustment), or (d) the Maturity Date. Each payment will
also include all accrued Finance Charges on the Advance and all other amounts
due hereunder.

4.2.    Repayment on Event of Default. When there is an Event of Default,
Borrower will, if Bank demands (or, in an Event of Default under Section 9(B),
immediately without notice or demand from Bank) repay all of the Advances. The
demand may, at Bank's option, include the Advance for each Financed Receivable
then outstanding and all accrued Finance Charges, attorneys and professional
fees, court costs and expenses, and any other Obligations.

4.3.    Extension Option. Borrower shall have the right to extend the Facility
Period for additional twelve (12) month periods subject to the following terms
and conditions:

        (A)    Borrower shall request the extension, if at all, by written
notice to Bank not more than one hundred twenty (120) days, and not less than
thirty (30) days, prior to the Maturity Date. Bank shall acknowledge in writing
with thirty (30) days of receipt of such notice whether such requested extension
shall be granted.

        (B)    At the time of the request, and at the time of the extension,
there shall not exist any Event of Default.

        (C)    Current financial statements regarding Borrower and any Guarantor
and all other financial statements and other information as may be required
hereunder shall have been submitted to Bank within the time periods prescribed
hereunder.

        (D)    Whether or not the extension becomes effective, Borrower shall
pay all out-of-pocket costs and expenses incurred by Bank in connection with the
proposed extension (pre-and post-closing), including, without limitation,
appraisal fees and legal fees; all such costs and expenses incurred up to the
time of Bank's written instrument confirming such extension shall be due and
payable prior to Bank's execution of that instrument (or if the proposed
extension does not become effective, then upon demand by Bank), and any failure
to pay such amounts shall constitute a default hereunder. Upon request, Bank
will provide Borrower with an itemization of all expenses that are due in
connection with such extension.

        (E)    Not later than the Maturity Date, (i) the extension shall have
been documented to Bank's satisfaction by Borrower, Guarantors, Bank, and all
other parties deemed necessary by Bank; and (ii) Bank and Borrower shall agree
as to the amount of the Early Termination Fee to apply during such extension
period.

5.      POWER OF ATTORNEY. Borrower irrevocably appoints Bank and its successors
and assigns as Borrower's attorney-in-fact and authorizes Bank to:

        (A)    Regardless of whether there has been an Event of Default:

               (1) prepare, file and sign Borrower's name on any notice, claim,
assignment, demand, draft, or notice of or satisfaction of lien or mechanics'
lien or similar document;

               (2) notify all Account Debtors to pay Receivables to Bank
directly;

               (3) receive, open, and dispose of mail addressed to Borrower;



               (4) endorse Borrower's name on checks or other instruments;

               (5) execute on Borrower's behalf any instruments, documents, or
financing statements to perfect Bank's interests in the Financed Receivables and
Collateral; and

               (6) do all acts and things necessary or expedient in connection
with the foregoing.

        (B)    After the occurrence of an Event of Default:

               (1) sell, assign, transfer, pledge, compromise, or discharge all
or any part of the Financed Receivables; and

               (2) demand, collect, sue, and give releases to any Account Debtor
for monies due and compromise, prosecute, or defend any action, claim, case or
proceeding about the Financed Receivables, including filing a claim or voting a
claim in any bankruptcy case in Bank's or Borrower's name, as Bank chooses.

6.      REPRESENTATIONS, WARRANTIES AND COVENANTS.

6.1.    Representations and Warranties. Borrower represents and warrants for
each Financed Receivable:

        (A)    Borrower is the owner with legal right to sell, transfer and
assign such Financed Receivable;

        (B)    The correct amount is shown on the Invoice Transmittal relating
thereto and is not disputed;

        (C)    Payment is not contingent on any unperformed obligation or
contract and Borrower has fulfilled all obligations necessary to its right to
receive payment as of the Invoice Transmittal date;

        (D)    Such Financed Receivable is based on an actual sale and delivery
of goods and/or services rendered, is due to Borrower, is not past due or in
default, has not been previously sold, assigned, transferred, or pledged and is
free of any liens, security interests and encumbrances, other than those created
hereby;

        (E)    There are no defenses, offsets, counterclaims or agreements for
which the Account Debtor may claim any deduction or discount;

        (F)    Borrower reasonably believes that the Account Debtor is solvent
and not subject to any Insolvency Proceedings;

        (G)    Bank has the right to endorse and/ or require Borrower to endorse
all payments received on Financed Receivables and all proceeds of other
Collateral.

6.1.1   Additional Representations and Warranties. Borrower represents and
warrants as follows:

        (A)    Borrower is duly existing and in good standing in its state of
formation and qualified and licensed to do business in, and in good standing in,
any state in which the conduct of its business or its ownership of property
requires that it be qualified. The execution, delivery and performance of this
Agreement has been duly authorized, and does not conflict with Borrower's
organizational documents, nor constitute an Event of Default under any material
agreement by which Borrower is bound. Borrower is not in default under any
agreement to which or by which it is bound.



        (B)    Borrower has good title to the Collateral. All inventory is in
all material respects of good and marketable quality, free from material
defects.

        (C)    Borrower is not an "investment company" or a company "controlled"
by an "investment company" under the Investment Company Act. Borrower is not
engaged as one of its important activities in extending credit for margin stock
(under Regulations G, T and U of the Federal Reserve Board of Governors).
Borrower has complied with the Federal Fair Labor Standards Act. Borrower has
not materially violated, in Bank's discretion, any laws, ordinances or rules.
None of Borrower's properties or assets have been used by Borrower, to the best
of Borrower's knowledge, by previous persons, in disposing, producing, storing,
treating, or transporting any hazardous substance other than legally. Borrower
has timely filed all required tax returns and paid, or made adequate provision
to pay, all taxes. Borrower has obtained all consents, approvals and
authorizations of, made all declarations or filings with, and given all notices
to, all government authorities that are necessary to continue its business as
currently conducted.

        (D)    Borrower will maintain its primary depository and operating
accounts with Bank, all of which such accounts will be established within 45
days of document execution. In the event any accounts, excluding foreign
accounts, consisting in the aggregate of more than 15% of Borrower's total
deposits continue to exist after 45 days of document execution, Borrower shall
execute and deliver to Bank an account control agreement in form and content
acceptable to Bank in Bank's sole discretion.

        (E)    Borrower has not filed or had filed against it Insolvency
Proceedings and does not anticipate any filing.

        (F)    No representation, warranty or other statement of Borrower in any
certificate or written statement given to Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statement contained in the certificates or statement not misleading.

        (G)    Within 60 days from the Effective Date, Borrower shall deliver to
Bank a Landlord's Consent in the form attached hereto as Exhibit C from the
landlord of Borrower's corporate offices in Omaha, Nebraska and of Borrower's
warehouse facilities located in Omaha, Nebraska, Boulder, Colorado and San Jose,
California.

6.2.    Affirmative Covenants. Borrower will do all of the following:

        (A)    Maintain its corporate existence and good standing in its
jurisdictions of incorporation and maintain its qualification in each
jurisdiction necessary to Borrower's business or operations.

        (B)    Give Bank at least 10 days prior written notice of changes to its
name, organization, chief executive office or location of records.

        (C)    Pay all its taxes including gross payroll, withholding and sales
taxes when due and will deliver satisfactory evidence of payment if requested.

        (D)    Give Bank copies of all Forms 10-K, 10-Q and 8-K (or equivalents)
within 5 days of filing with the Securities and Exchange Commission, while any
Obligation is outstanding.

        (E)    Execute any further instruments and take further action as Bank
requests to perfect or continue Bank's security interest in the Collateral or to
effect the purposes of this Agreement.

        (F)    Provide Bank with a Compliance Certificate no later than 5 days
following each quarter end or as requested by Bank.

        (G)    Provide Bank with, as soon as available, but no later than 30
days following each Reconciliation Period, a company prepared balance sheet and
income statement, prepared under GAAP,



consistently applied, covering Borrower's operations during the period, an aged
listing of accounts receivable and accounts payable and a deferred revenue
listing.

        (H)    Immediately notify, transfer and deliver to Bank all Collections
Borrower receives for Financed Receivables.

        (I)    Borrower will allow Bank to audit Borrower's Collateral,
including but not limited to Borrower's Receivables and Borrower's Books, at
Borrower's expense, no later than 90 days after the execution of this Agreement
and annually thereafter. Bank may audit Borrower's Collateral, including but not
limited to Borrower's Receivables and Borrower's Books at Bank's sole discretion
and without notification and authorization from Borrower.

        (J)    Borrower shall maintain at all times a Tangible Net Worth of no
less than $25,000,000.

6.3.    Negative Covenants. Borrower will not do any of the following without
Bank's prior written consent:

        (A)    Grant, or permit any lien or security interest in the Collateral,
other than Permitted Liens.

        (B)    Convey, sell, lease, transfer or otherwise dispose of the
Collateral, except in the ordinary course of business.

        (C)    Create, incur, assume, or be liable for any indebtedness, except
for Permitted Indebtedness.

        (D)    Become an "investment company" or a company controlled by an
"investment company," under the Investment Company Act of 1940 or undertake as
one of its important activities extending credit to purchase or carry margin
stock, or use the proceeds of any Advance for that purpose; fail to meet the
minimum funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair
Labor Standards Act or materially violate, in Bank's discretion, any other law
or regulation, or permit any of its subsidiaries to do so.

7.      ADJUSTMENTS. If any Account Debtor asserts a claim for an Adjustment or
if Borrower breaches any of the representations, warranties or covenants set
forth in Section 6, Borrower will promptly advise Bank. Borrower will resell any
rejected, returned, returned, or recovered personal property, at Borrower's
expense, and pay proceeds to Bank.

8.      SECURITY INTEREST. Borrower grants to Bank a continuing security
interest in all presently and later acquired Collateral to secure all
Obligations and the performance of each of Borrower's duties hereunder. Any
security interest will be a first priority security interest in the Collateral,
except as otherwise allowed herein with respect to Permitted Liens.

9.      EVENTS OF DEFAULT. Any one or more of the following is an Event of
Default.

        (A)    Borrower fails to satisfy or pay any Obligation to Bank when due;

        (B)    Borrower files or has filed against it any Insolvency Proceedings
or any assignment for the benefit of creditors, or appointment of a receiver or
custodian for any of its assets;

        (C)    Borrower becomes insolvent or is generally not paying its debts
as they become due or is left with unreasonably small capital;



        (D)    Any involuntary lien, garnishment, attachment attaches to the
Financed Receivables or any other Collateral;

        (E)    Borrower breaches any covenant, agreement, warranty, or
representation;

        (F)    Borrower is in default under any document, instrument or
agreement evidencing any debt, obligation or liability in favor of Bank its
affiliates or vendors regardless of whether the debt, obligation or liability is
direct or indirect, primary or secondary, or fixed or contingent;

        (G)    An event of default occurs under any Guaranty of the Obligations
or any material provision of any Guaranty is not valid or enforceable or a
Guaranty is repudiated or terminated;

        (H)    A material default or Event of Default occurs under any agreement
between Borrower and any creditor of Borrower that signed a Subordination
Agreement with Bank;

        (I)    Any creditor that has signed a Subordination Agreement with Bank
breaches any terms of the Subordination Agreement; or

        (J)    (i)     A material impairment in the perfection or priority of
the Bank's security interest in the Collateral; (ii) a material adverse change
in the business, operations, or conditions (financial or otherwise) of the
Borrower occurs; or (iii) a material impairment of the prospect of repayment of
any portion of the Advances occurs.

10.     REMEDIES.

10.1.   Remedies Upon Default. When an Event of Default occurs, (1) Bank may
stop financing Receivables or extending credit to Borrower; (2) at Bank's option
and on demand, all or a portion of the Obligations or, for an Event of Default
described in Section 9(B), automatically and without demand, are due and payable
in full; (3) Bank may apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or
the account of Borrower; and (4) Bank may exercise all rights and remedies under
this Agreement and the law, including those of a secured party under the Code,
power of attorney rights in Section 5 for the Collateral, and the right to
collect, dispose of, sell, lease, use, and realize upon all Financed Receivables
and Collateral in any commercial manner. Borrower agrees that any notice of sale
required to be given to Borrower is deemed given if at least ten (10) days
before the sale may be held.

10.2.   Demand Waiver. Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guaranties held by Bank on which Borrower is
liable.

10.3.   Default Rate. If any Obligation is not paid when due, the amount of such
unpaid Obligation bears interest at the Applicable Rate plus five percent until
the earlier of (a) payment in good funds or (b) entry of a final judgment when
the principal amount of any money judgment will accrue interest at the highest
rate allowed by law.

11.     FEES, COSTS AND EXPENSES. The Borrower will pay on demand all fees,
costs and expenses (including attorneys' and professionals' fees with costs and
expenses) that Bank incurs from: (a) preparing, negotiating, administering, and
enforcing this Agreement or any related agreement, including any amendments,
waivers or consents, (b) any litigation or dispute relating to the Financed
Receivables, the Collateral, this Agreement or any other agreement, (c)
enforcing any rights against Borrower or any guarantor, or any Account Debtor,
(d) protecting or enforcing its interest in the Financed Receivables or other
Collateral, (e) collecting the Financed Receivables and the Obligations, and (f)
any bankruptcy case



or insolvency proceeding involving Borrower, any Financed Receivable, the
Collateral, any Account Debtor, or any Guarantor.

12.     CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER.

12.1.   Choice of Law, Choice of Venue. This Agreement shall be governed by, and
construes in accordance with, the internal laws of the State of California,
without regard to principles of conflicts of law. Borrower accepts for itself
and in connection with its properties, unconditionally, the exclusive
jurisdiction of Santa Clara County, State of California in any action, suit, or
proceeding of any kind against it which arises out of or by reason of this
Agreement. Borrower acknowledges that this Agreement has been applied for and
accepted in the State of California. Additionally, Borrower acknowledges that
any and all Advances hereunder shall be made from the Bank's offices in
California and any and all payments to be made by Borrower hereunder shall be
delivered to Bank's offices in California.

        ___________Borrower's Initials

12.2.   JURY TRAIL WAIVER. BORROWER AND BANK EACH WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF ANY OF THIS
AGREEMENT OR ANY CONTEMPLATED TRANSACTIONS. EACH PARTY RECOGNIZES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES IT JURY TRAIL RIGHTS.

        ____________ Borrower's Initials

12.3.   Counter Signature. This Agreement shall become effective only when it
shall have been executed by Borrower and Bank (provided, however, in no event
shall this Agreement become effective until signed by an officer of Bank in
California).

13.     NOTICES. Notices or demands by either party about this Agreement must be
in writing and personally delivered or sent by an overnight delivery service, by
certified mail postage prepaid return receipt requested, or by FAX to the
addresses listed at the beginning of this Agreement. A party may change notice
address by written notice to the other party.

14.     GENERAL PROVISIONS.

14.1.   Successors and Assigns. This Agreement binds and is for the benefit of
successors and permitted assigns of each party. Borrower may not assign this
Agreement or any rights under it without Bank's prior written consent which may
be granted or withheld in Bank's discretion. Bank may, without the consent of or
notice to Borrower, sell, transfer, or grant participation in any part of Bank's
obligations, rights or benefits under this Agreement.

14.2.   Indemnification. Borrower will indemnify, defend and hold harmless Bank
and its officers, employees, and agents against: (a) obligations, demands,
claims, and liabilities asserted by any other party in connection with the
transactions contemplated by this Agreement; and (b) losses or expenses
incurred, or paid by Bank from or consequential to transactions between Bank and
Borrower (including reasonable attorneys fees and expenses), except for losses
caused by Bank's gross negligence or willful misconduct.

14.3.   Time of Essence. Time is of the essence for performance of all
obligations in this Agreement.



14.4.   Severability of Provision. Each provision of this Agreement is severable
from every other provision in determining the enforceability of any provision.

14.5.   Amendments in Writing, Integration. All amendments to this Agreement
must be in writing. This Agreement is the entire agreement about this subject
matter and supersedes prior negotiations or agreements.

14.6.   Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts and when executed
and delivered are one Agreement.

14.7.   Survival. All covenants, representations and warranties made in this
Agreement continue in force while any Obligation remains outstanding. Borrower's
indemnification obligations survive until all statutes of limitations for
actions that may be brought against Bank have run.

14.8.   Confidentiality. Bank will use the same degree of care handling
Borrower's confidential information that it uses for its own confidential
information, but may disclose information; (i) to its subsidiaries or affiliates
in connection with their business with Borrower, (ii) to prospective transferees
or purchasers of any interest in the Agreement, (iii) as required by law,
regulation, subpoena, or other order, (iv) as required in connection with an
examination or audit and (v) as it considers appropriate exercising the remedies
under this Agreement. Confidential information does not include information that
is either: (a) in the public domain or in Bank's possession when disclosed, or
becomes part of the public domain after disclosure to Bank; or (b) disclosed to
Bank by a third party, if Bank does not know that the third party is prohibited
from disclosing the information.

14.9.   Other Agreements. This Agreement may not adversely affect Bank's rights
under any other document or agreement. If there is a conflict between this
Agreement and any agreement between Borrower and Bank, Bank may determine in its
sole discretion which provision applies. Borrower acknowledges that any security
agreements, liens and/or security interests securing payment of Borrower's
Obligations also secure Borrower's Obligations under this Agreement and are not
adversely affected by this Agreement. Additionally, (a) any Collateral under
other agreements or documents between Borrower and Bank secures Borrower's
Obligations under this Agreement and (b) a default by Borrower under this
Agreement is a default under agreements between Borrower and Bank.

BORROWER: TRANSGENOMIC, INC., a Delaware corporation


By   /s/ Mitchell L. Murphy
   -----------------------------------------

Title   VP, Secretary & Treasurer
      ------------------------------------------

BANK: SILICON VALLEY BANK


By   /s/ Illegible
     ----------------------------------

Title  Vice President
       -----------------------------------

Effective Date:    6-17-2003
               ------------------------



                                    EXHIBIT A

        The Collateral consists of all of Borrower's right, title and interest
in and to the following:

        All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

        All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above;

        All contract rights and general intangibles (as such definitions may be
amended from time to time according to the Code), now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, servicemarks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

        All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Borrower
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Borrower (as such definitions may be amended from time
to time according to the Code) whether or not earned by performance, and any and
all credit insurance, insurance (including refund) claims and proceeds,
guaranties, and other security therefor, as well as all merchandise returned to
or reclaimed by Borrower;

        All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, letter of credit rights, certificates of deposit, instruments
and chattel paper and electronic chattel paper now owned or hereafter acquired
and Borrower's Books relating to the foregoing;

        All copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work thereof,
whether published or unpublished, now owned or hereafter acquired; all trade
secret rights, including all rights to unpatented inventions, know-how,
operating manuals, license rights and agreements and confidential information,
now owned or hereafter acquired; all mask work or similar rights available for
the protection of semiconductor chips, now owned or hereafter acquired; all
claims for damages by way of any past, present and future infringement of any of
the foregoing; and

        All Borrower's Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions for, additions
and accessions to and proceeds thereof.



                                   EXHIBIT "B"

                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                             COMPLIANCE CERTIFICATE

I, as authorized officer of Transgenomic, Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement") between Borrower and
Silicon Valley Bank ("Bank") as follows.

BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:

        Borrower is the owner of the Financed Receivable with legal right to
sell, transfer and assign such Financed Receivable;

        The correct amount of the Financed Receivable is shown on the Invoice
Transmittal relating thereto and is not disputed;

        Payment of any Financed Receivable is not contingent on any unperformed
obligation or contract and Borrower has fulfilled all obligations necessary to
its right to receive payment as of the Invoice Transmittal date;

        Such Financed Receivable is based on an actual sale and delivery of
goods and/or services rendered, is due to Borrower, is not past due or in
default, has not been previously sold, assigned, transferred, or pledged and is
free of any liens, security interests and encumbrances, other than those created
by the Agreement;

        There are no defenses, offsets, counterclaims or agreements for which
the Account Debtor may claim any deduction or discount;

        Borrower reasonably believes that the Account Debtor is solvent and not
subject to any Insolvency Proceedings;

        Bank has the right to endorse and/ or require Borrower to endorse all
payments received on Financed Receivables and all proceeds of other Collateral.

        Additionally, Borrower represents and warrants as follows:

        Borrower is duly existing and in good standing in its state of formation
and qualified and licensed to do business in, and in good standing in, any state
in which the conduct of its business or its ownership of property requires that
it be qualified. The execution, delivery and performance of the Agreement has
been duly authorized, and does not conflict with Borrower's formations
documents, nor constitute an Event of Default under any material agreement by
which Borrower is bound. Borrower is not in default under any agreement to which
or by which it is bound.

        Borrower has good title to the Collateral. All inventory is in all
material respects of good and marketable quality, free from material defects.

        Borrower is not an "investment company" or a company "controlled" by an
"investment company" under the Investment Company Act. Borrower is not engaged
as one of its important activities in extending credit for margin stock (under
Regulations G, T and U of the Federal Reserve Board of Governors). Borrower has
complied with the Federal Fair Labor Standards Act. Borrower has not materially
violated, in Bank's discretion, any laws, ordinances or rules. None of
Borrower's properties or assets has been used by Borrower, to the best of
Borrower's knowledge, by previous persons, in disposing, producing, storing,
treating, or transporting any hazardous substance other than legally.



        Borrower has timely filed all required tax returns and paid, or made
adequate provision to pay, all taxes.

        Borrower has obtained all consents, approvals and authorizations of,
made all declarations or filings with, and given all notices to, all government
authorities that are necessary to continue its business as currently conducted.

        Borrower has not filed or had filed against it Insolvency Proceedings
and does not anticipate any filing;

        No representation, warranty or other statement of Borrower in any
certificate or written statement given to Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statement contained in the certificates or statement not misleading.

        All representations and warranties in the Agreement are true and correct
in all material respects on this date.

Sincerely,

- -----------------------------------------

- -----------------------------------------
TITLE:
      -----------------------------------
DATE:
      -----------------------------------



                                   EXHIBIT "C"

                           FORM OF LANDLORD'S CONSENT

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

SILICON VALLEY BANK
3003 Tasman Drive
Santa Clara, CA 95054
Attn: Loan Services

                     CONSENT TO REMOVAL OF PERSONAL PROPERTY

KNOW ALL PERSONS BY THESE PRESENTS:

(a)     The undersigned has an interest as owner and landlord in the following
described real property (the "Real Property"): SEE ATTACHMENT 1 ATTACHED HERETO
FOR FULL LEGAL DESCRIPTION, commonly known as:

(b)     Transgenomic, Inc., a Delaware corporation, ("Borrower"), has entered
into or will enter into an Accounts Receivable Financing Agreement with Silicon
Valley Bank ("Bank") dated as of the Effective Date (as defined therein) (as
amended and supplemented from time to time, the "Financing Agreement"). As a
condition to entering into the Financing Agreement, Bank requires that the
undersigned consent to the removal by Bank of the equipment and other assets
covered by the Financing Agreement (hereinafter called "Equipment") from the
Real Property.

NOW, THEREFORE, the undersigned consents to the placing of the Equipment on the
Real Property, and agrees with Bank as follows:

        1.     The undersigned waives and releases each and every right which
undersigned now has, under applicable law or by virtue of the lease for the Real
Property now in effect, to levy or distrain upon for rent, in arrears, in
advance or both, or to claim or assert title to the Equipment that is already on
said Real Property, or may hereafter be delivered or installed thereon.

        2.     The Equipment shall be considered to be personal property and
shall not be considered part of the Real Property regardless of whether or by
what means it is or may become attached or affixed to the Real Property.

        3.     The undersigned will permit Bank, or its agent or representative,
to enter upon the Real Property for the purpose of exercising any right they may
have under the terms of the Financing Agreement or otherwise, including, without
limitation, the right to remove the Equipment; provided, however, that if Bank,
in removing the Equipment damages any improvements of the undersigned on the
Real Property, Bank will, at its expense, cause same to be repaired.

        4.     This agreement shall be binding upon the heirs, successors and
assigns of the undersigned and shall inure to the benefit of each Bank and its
respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this instrument at _________,
this day of ___________, 200__.

By:
   ---------------------------------------

Title:
      --------------------------------------

EX-10.2

                                                                    EXHIBIT 10.2

Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

                           LICENSE AMENDMENT AGREEMENT

This License Amendment Agreement (the "Agreement") is made by and between Geron
Corporation, a Delaware corporation having a principal place of business at 230
Constitution Drive, Menlo Park, California 94025 ("Geron"), and Transgenomic,
Inc., a Delaware corporation having a principal place of business at 12325 Emmet
Street, Omaha, NE 68164, ("Transgenomic"), effective June 2, 2003.

WHEREAS, effective June 15, 1998, Lynx Therapeutics, Inc. ("Lynx") and Cruachem
Inc. ("Cruachem") entered into a License Agreement (the "License Agreement")
under which Lynx granted to Cruachem a license under certain patents owned by
Lynx (the "Lynx Patents") and certain patents owned by Northwestern University
and licensed exclusively to Lynx (the "Northwestern Patents"); and

WHEREAS, Lynx has assigned to Geron all Lynx's rights in the Lynx Patents and
the License Agreement, and granted to Geron an exclusive sublicense (subject to
the License Agreement) to the Northwestern Patents; Geron has assumed all Lynx's
obligations under the License Agreement; and Transgenomic is the successor in
interest to Cruachem with regard to the License Agreement; and

WHEREAS, Transgenomic and Geron now wish to amend the License Agreement to
broaden the scope of Transgenomic's license rights with respect to Licensed
Products (as such term is defined in the License Agreement) covered by the Lynx
Patents, as set forth herein; and

                                       -1-


WHEREAS, Geron is willing to grant Transgenomic an option to amend the License
Agreement similarly with respect to Licensed Products covered by the
Northwestern Patents.

NOW, THEREFORE, Transgenomic and Geron hereby agree as follows:

     1. AMENDMENT OF LICENSE AGREEMENT. The License Agreement is amended as
indicated in the Amended License Agreement attached as Attachment A to this
Agreement. Added language is indicated by underlining (E.G., Added); deleted
language is indicated by strikethrough (E.G., Deleted). As amended, the License
Agreement remains in full force and effect.

     2. CONSIDERATION FOR AMENDMENT. In consideration for Geron's agreement to
amend the License Agreement as described in Section 1, Transgenomic agrees to
pay Geron, in cash, the sum of {***} Dollars (${***}) and to purchase three
hundred and ten thousand shares (310,000) shares of Geron's Common Stock, at a
price equal to the closing price on the date of issue of such shares, on the
terms and conditions of the Stock Purchase Agreement attached as Attachment B to
this Agreement, to be executed simultaneously with this Agreement.

     3. OPTION FOR FURTHER AMENDMENT. Transgenomic shall have the option (the
"Option") to further amend the License Agreement to revise the definition of
"Field of Use" to delete the phrase "(for the Lynx Patents only)" before the
words "Therapeutic Uses." The Option shall be exercisable by written notice to
Geron given at any time before {***}, provided that at such time the License
Agreement is in full force and effect and Transgenomic is in full compliance
with all its terms, and further provided that Transgenomic pays to Geron, in
consideration for the amendment, the sum of {***} Dollars (${***}) in cash, or
other equivalent consideration as may be mutually agreed upon between the
parties.

                                       -2-


The parties to this Amendment, having read and understood the foregoing,
acknowledge their legally binding acceptance of this Agreement by the signatures
of their respective authorized representatives below.

NOTE: For purposes of EDGAR filing, Attachment A is the License Agreement as
amended, but not marked to show additions or deletions.

{***} Confidential Portion has been filed separately with the Securities and
Exchange Commission.

Accepted And Agreed:


GERON CORPORATION                           TRANSGENOMIC, INC.


/s/ David L. Greenwood                      /s/ Mitchell L. Murphy
- ---------------------------------------     ------------------------------------
David L. Greenwood                          Name:  Mitchell L. Murphy

Chief Financial Officer and Senior Vice     Title:  Vice President,  Secretary
President, Corporate Development            and Treasurer
6/20/03                                     20 Jun 2003
- ---------------------------------------     ------------------------------------
Date                                        Date

                                       -3-


                                  ATTACHMENT A

                            AMENDED LICENSE AGREEMENT

     This License Agreement ("Agreement") is effective as of the 15th day of
June, 1998 ("Effective Date"), by and between Transgenomic, Inc., a Delaware
corporation having its principal office at 12325 Emmet Street, Omaha, NE 68164
as successor to Cruachem, Inc., ("Licensee"), and Geron Corporation, a Delaware
corporation having its principal office at 230 Constitution Drive, Menlo Park,
CA 94025, as assignee of Lynx Therapeutics, Inc., ("Licensor").

                                    RECITALS

     WHEREAS, Licensor owns and is an exclusive licensee of proprietary
technology relating to oligonucleotide N3'->P5' phosphoramidates, their
manufacture, and their uses in a variety of fields ("Amidate Technology");

     WHEREAS, Licensee has expertise in nucleic acid chemistry and is in the
business of manufacturing, marketing, selling, and distributing nucleic acid
compounds; and

     WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires to
grant to Licensee in exchange for the consideration described below the right to
use Licensor's Amidate Technology to manufacture, market, sell, and
commercialize oligonucleotide N3'-->P5' phosphoramidates in the Field of Use.

     NOW, THEREFORE, in view of the foregoing premises and in consideration of
the mutual promises and covenants contained in the Agreement, Licensor and
Licensee agree as follows:

ARTICLE 1.     DEFINITIONS.

     1.1 "Affiliate" means a corporation, partnership, entity, person, firm,
company or joint venture that controls, is controlled by or is under the common
control with the referenced Party. For the purposes of this definition the word
"control" (including, with correlative meaning, the

                     ATTACHMENT A--Amended License Agreement
                                    Page A-4


terms "controlled by" or "is under the common control with") means the power to
direct or cause the direction of the management and policies of such entity, or
the ownership of at least fifty percent (50%) of the voting stock of such
entity.

     1.2 "Licensed Product" shall mean any product(s) whose manufacture, use, or
sale in any country would, but for this Agreement, comprise an infringement,
including contributory infringement, of one or more Valid Claims, including,
without limitation, Monomer Licensed Products and Oligonucleotide Licensed
Products, as defined below.

     1.3 "Monomer Licensed Product" shall mean a Licensed Product which is a
monomer used in the synthesis of an oligonucleotide N3'--->P5' phosphoramidate.

     1.4 "Net Sales" means the total amount invoiced or otherwise charged by
Licensee or its Affiliates or its sublicensee on account of the final or end
product sale of a Licensed Product to a non-Affiliate, less the following
deductions to the extent actually incurred or allowed based upon the sale of
such Licensed Product:

     (a) credits, allowances, discounts and rebates to, and chargebacks from the
account of, such non-Affiliate for spoiled, damaged, out dated and returned
Licensed Product;
     (b) freight and insurance costs for transporting such Licensed Product, to
the extent invoiced to the purchaser;
     (c) sales, value-added and other direct taxes on the sale of the Licensed
Product;
     (d) customs duties, surcharges and other governmental charges incurred in
connection with the exportation or importation of such Licensed Product;
     (e) trade, cash, and quantity discounts off of the invoiced price and
similar promotional discounts (such as management fees required by hospital
buying groups) off the invoiced price, all to the extent consistent with normal
practice in the industry;
     (f) amounts reflecting retroactive price adjustments on sale of Licensed
Products, to the extent not previously deducted from Net Sales; and
     (g) rebates or chargebacks made on the sale of such Licensed Product, to
the extent consistent with the normal practice in the industry, and provided
that any and all of the foregoing are calculated in accordance with generally
accepted accounting principles applicable to the

                     ATTACHMENT A--Amended License Agreement
                                    Page A-5


locality where the invoices are prepared and consistently applied.

     1.5 "Oligonucleotide Licensed Product" shall mean a Licensed Product which
is an oligonucleotide N3'--->P5' phosphoramidate.

     1.6 "Patent Rights" shall mean the patents and patent applications listed
in Exhibit A (consisting of the patents and patent applications listed in
Exhibit A-1 (the "Lynx Patents") and the patents and patent applications listed
in Exhibit A-2 (the "Northwestern Patents")); and with respect to U.S. patents
and applications, all foreign equivalents thereof; and patents issuing on said
foreign and U.S. patent applications. "Patent Rights" shall also include any
divisional, continuation, reissue, reexamination or extension of the
above-described patent applications and resulting patents, along with any
extended or restored term, and any confirmation patent, registration patent, or
patent of addition.

     1.7 "Field of Use " shall mean Research Uses only for all of the Patent
Rights and both Research and Therapeutic Uses for the Lynx Patents.

     1.8 "Valid Claim" means any claim(s) in an unexpired patent or pending in a
patent application included within the Patent Rights which has not been held
unenforceable, unpatentable, or invalid by a decision of a court or other
governmental agency of competent jurisdiction, unappealable or unappealed within
the time allowed for appeal, and which has not been admitted to be invalid or
unenforceable through reissue or disclaimer.

     1.9 "Research Uses" shall mean all uses which are neither Therapeutic Uses,
as defined below, nor Prohibited Uses, as defined below.

     1.10 "Therapeutic Uses" shall mean the prevention, diagnosis or treatment
of any human disease or medical condition, through the use of any product,
service or application, including, without limitation, human clinical trials of
a product, service or application; provided that Therapeutic Uses excludes
Prohibited Uses.

                     ATTACHMENT A--Amended License Agreement
                                    Page A-6


     1.11 "Prohibited Uses" means any use or application to upregulate,
downregulate, inhibit or modulate the function, activity or expression of
telomerase or any subunit, fragment or component thereof, including telomerase
reverse transcriptase ("hTERT"), telomerase RNA (hTR) or other components or
regulators of the telomerase enzyme complex.

ARTICLE 2.     GRANT.

     2.1 Subject to all the terms and limitations of this Agreement, Licensor
hereby grants to Licensee and its Affiliates a worldwide non-exclusive
royalty-bearing license, without the right to sublicense, under the Patent
Rights to make, use, and sell Licensed Products in the Field of Use.

     2.2 Licensee covenants that it will not make, use, or sell Licensed
Products outside the Field of Use, nor shall Licensee or any of its Affiliates
promote the use, marketing, distribution, or sale of Licensed Products outside
the Field of Use.

     2.3 Licensee will promptly disclose and hereby grants back to Licensor a
worldwide, royalty-free, sublicensable license of a scope that permits Licensor
to fully exploit any improvement made in the manufacture, purification, or
quality control of oligonucleotide N3'--->P5' phosphoramidates or monomers used
in the synthesis of oligonucleotide N3'--->P5' phosphoramidates during the term
of this Agreement; provided that such improvements would be covered by or within
the scope of a Valid Claim of a patent or patent application licensed hereunder.
For other improvements made in the manufacture, purification, or quality control
of oligonucleotide N3'--->P5' phosphoramidates during the term of this Agreement
that are not covered by or within the scope of a Valid Claim of a patent or
patent application licensed hereunder, Licensee hereby grants Licensor an option
to a worldwide royalty-bearing license, with right to Sublicense, to make, use,
and sell such improvements under reasonable terms.

ARTICLE 3. ROYALTIES.

     3.1   (a)   ROYALTY PAYMENTS. In consideration of the rights and
licenses herein granted to it, Licensee shall pay to Licensor a royalty of

     (i)   {***} percent ({***}%) on the Net Sales of Licensed Products sold by
     Licensee

                     ATTACHMENT A--Amended License Agreement
                                    Page A-7


     or its Affiliates for Research Uses; and

     (ii)  {***} percent ({***}%) of Net Sales of Licensed Products sold by
     License or its Affiliates for Therapeutic Uses. Royalties on Net Sales of
     Licensed Products are payable by Licensee until the last of the Valid
     Claims in the Patent Rights expires.

           (b) MINIMUM ANNUAL ROYALTY. From and after the first anniversary of
the Effective Date of the Agreement, Licensee shall pay to Licensor a minimum
annual royalty of {***} dollars (U.S.${***}) (the "Minimum Annual Payment"), as
follows: if the royalties payable pursuant to Section 3.1(a) for such period are
less than the Minimum Annual Payment, then Licensee shall, within thirty (30)
days after the end of such year, pay Geron the difference between the Minimum
Annual Payment and the amounts previously paid to Geron pursuant to Section
3.1(a) for such year.

     3.2 Payments of royalties on Net Sales of Licensed Products (other than the
minimum annual royalties whose payment schedule is set forth above) under this
Article are to be made to Licensor within forty-five (45) days of the end of
each December and June for sales invoiced in the six month period prior to the
end of each of those months. Royalties shall be accompanied by a statement that
shall include for each country in which sales of products occurred: the gross
sales and Net Sales in each country's currency; the royalty rate; the related
amounts payable in each country's currency; the applicable exchange rate to
convert from each country's currency to U.S. dollars; and the amounts payable in
U.S. dollars. Royalties shall first be calculated in the currency of the country
in which sales took place and then directly converted to U.S. Dollars using the
exchange rate as reported in the Wall Street Journal for the last business day
of the calendar quarter of sales. All payments hereunder shall be made to
Licensor in U.S. dollars by bank wire transfer in immediately available funds to
such account designated by Licensor. The paying party shall provide notice at
least five (5) business days prior to the wire transfer date of the amount of
payment, the nature of the payment (with reference to the applicable section of
the subject agreement) and the date of receipt of good funds. Such notice should
be given to the Controller of Licensor at the address set forth at the beginning
of this Agreement or such other address directed by Licensor.

     3.3 Any payment under this Article not paid by the payment due date shall
bear interest at the rate which is the lesser of ten percent (10%) per annum or
the maximum rate permitted by

                     ATTACHMENT A--Amended License Agreement
                                    Page A-8


applicable law, calculated on the number of days such payment is delinquent.

     3.4 The payments under this Article shall be free and clear of any taxes,
duties, levies, fees or charges, except for withholding taxes (to the extent
applicable). The paying party shall make any withholding payments due on behalf
of Licensor and shall promptly provide Licensor with written documentation of
any such payment sufficient to satisfy the reasonable requirements of an
appropriate tax authority concerning an application by Licensor for a foreign
tax credit for such payment or for similar treatment. The paying party agrees to
take such reasonable and lawful steps as Licensor may request to minimize the
amount of tax to which the payments to Licensor are subject.

ARTICLE 4.     DUE DILIGENCE.

     4.1 Licensee shall at its expense:

     (a) use its best efforts to promote the sale of the Licensed Products and
to satisfy market demand for them;

     (b) engage in advertising and sales promotion of Licensed Products; and

     (c) maintain an active and suitably trained sales force to carry out such
efforts.

     4.2 Licensee's due diligence obligation shall be deemed satisfied hereunder
by documented expenditures of at least {***} dollars (${***}) on sales promotion
and marketing of Licensed Products in the following amounts in the following
periods:



Sale promotion & marketing expenses         Period during which amount is expended

- ------------------------------------------------------------------------------------------
                                         
     $ {***}.                               From Effective Date to 1st anniversary thereof
     $ {***}.                               From 1st anniversary to 2nd anniversary
     $ {***}.                               From 2nd anniversary to 3rd anniversary


ARTICLE 5.     QUALITY ASSURANCE.

                     ATTACHMENT A--Amended License Agreement
                                    Page A-9


     5.1 Licenses shall use its best efforts to make Licensed Products of the
highest quality for their intended use. Licensee shall make Licensed Products
with the minimal purity standards set forth in Exhibit B.

ARTICLE 6.     BOOKS AND RECORDS.

     6.1 Licensee shall keep, for at least three (3) years, records of all sales
of products in sufficient detail to permit Licensor to confirm the accuracy of
Licensee's payment calculations. Once a year, at the request and the expense of
Licensor, upon at least five (5) days prior written notice, Licensee shall
permit a nationally recognized, independent, certified public accountant,
appointed by Licensor and acceptable to Licensee, access to these records during
regular business hours solely to the extent necessary to verify such
calculations, provided that such an accountant has entered into a
confidentiality agreement with Licensee with terms substantially similar to the
confidentiality provisions of this Agreement, limiting the use and disclosure of
such information to purposes germane to this section. Results of any such
examination shall be made available to both parties to this Agreement. If such
examination reveals an underpayment of amounts by five percent (5%) or more,
Licensee shall pay all costs of such examination. In the event such accountant
concludes that additional payments are owed, the additional payments shall be
paid within thirty (30) days of the date Licensor delivers to Licensee the
accountant's written report reflecting such conclusion. This section shall
survive any termination of this Agreement for ten (10) years.

ARTICLE 7.     TERM AND TERMINATION.

     7.1 Unless otherwise terminated by operation of law or by acts of the
parties in accordance with the terms of this Agreement, this Agreement shall be
in force from the Effective Date and shall remain in effect for the life of the
last-to-expire patent licensed under this Agreement, or until the last patent
application licensed under this Agreement is abandoned.

     7.2 Any termination of this Agreement will not affect the rights and
obligations set forth in the following Articles:

                     ATTACHMENT A--Amended License Agreement
                                    Page A-10


            Article 3. Royalties
            Article 6. Books and Records
            Article 10. Indemnification
            Article 11. Confidentiality
            Article 12. Use of Names

     7.3 If Licensee should violate or fail to perform any material term or
covenant of this Agreement, then Licensor may give written notice of such
default ("Notice of Default") to Licensee. If Licensee should fail to repair
such default within sixty (60) days after the date of such Notice of Default,
Licensor shall have the right to terminate this Agreement and the licenses
herein by a second written notice ("Notice of Termination") to Licensee. If a
Notice of Termination is sent to Licensee, this Agreement shall automatically
terminate on the date such notice takes effect. Such termination shall not
relieve Licensee of its obligation to pay any royalty or license fees owing at
the time of such termination and will not impair any accrued right of Licensor.
Material terms under this Agreement include, but are not limited to, Article 2
(Grant), Article 3 (Royalties), Article 4 (Due Diligence), Article 5 (Quality
Assurance), Article 6 (Books and Records), and Article 10 (Indemnification).

     7.4 Licensee shall have the right at any time to terminate this Agreement
by giving notice in writing to Licensor. Such Notice of Termination shall be
effective sixty (60) days after the date thereof.

     7.5 Any termination pursuant to the above paragraph shall not relieve
Licensee of any obligation or liability accrued hereunder prior to such
termination or rescind anything done by Licensee or any payments made to
Licensor hereunder prior to the time such termination becomes effective, and
such termination shall not affect in any manner rights of Licensor arising under
this Agreement prior to such termination.

ARTICLE 8.     REPRESENTATIONS AND WARRANTIES.

     8.1 Licensor warrants and represents to Licensee that it has the lawful
right to grant the

                     ATTACHMENT A--Amended License Agreement
                                    Page A-11


license under this Agreement and that the Licensor has made all filings and paid
all fees and done all such other things as to maintain the Patent Rights in good
standing.

     8.2 This license and the associated inventions are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT
THE INVENTION OR LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR OTHER
PROPERTY RIGHT.

     8.3 Nothing in this Agreement shall be construed as: (a) a warranty or
representation by Licensor as to the validity, enforceability, or scope of any
of the Patent Rights hereunder, or elsewhere; (b) a warranty or representation
that anything made, used, sold, or otherwise disposed of under any license
granted in this Agreement is or will be free from infringement of patents of
third parties; (c) an obligation to bring or prosecute actions or suits against
third parties for patent infringement, except as provided in Article 11; (d)
conferring by implication, estoppel, or otherwise, any license or rights under
any patents or patent applications of Licensor other than those of the Patent
Rights as defined herein; or (e) an obligation to furnish to Licensee any
know-how or other information relating to the Patent Rights.

ARTICLE 9.     LIMITATION OF LIABILITY.

     9.1 In no event shall Licensor be liable for any incidental, special, or
consequential damages resulting from exercise of the license granted herein or
the use of any invention described in any of the Patent Rights or the use of any
Licensed Products.

ARTICLE 10.    INDEMNIFICATION.

     10.1 Licensee will indemnity hold harmless, and defend Licensor, its
officers, employees, and agents against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of exercise of
this license. This indemnification will include, but will not be limited to, any
product liability.

                     ATTACHMENT A--Amended License Agreement
                                    Page A-12


     10.2 Licensor will indemnity, hold harmless, and defend Licensee, its
officers, employees, and agents against any and all claims, suits, losses,
damage, costs, fees, and expenses resulting from or arising out of acts or
omissions which are the sole responsibility of Licensor. This indemnification
will include, but will not be limited to, any product liability.

ARTICLE 11.    CONFIDENTIALITY.

     11. 1 Licensee and Licensor respectively will treat and maintain the
proprietary business, patent prosecution, software, engineering drawings,
process and technical information, and other proprietary information
("Proprietary Information") of the other party in confidence using at least the
same degree of care as that party uses to protect its own proprietary
information of a like nature for a period from the date of disclosure until five
years after the date of termination of this Agreement.

     11.2 All Proprietary Information will be labeled or marked confidential or
as otherwise similarly appropriate by the disclosing party, or if the
Proprietary Information is orally disclosed, it will be reduced to writing or
some other physically tangible form, marked and labeled as set forth above by
the disclosing party, and delivered to the receiving party within 30 days after
the oral disclosure as a record of the disclosure and the confidential nature
thereof Notwithstanding the foregoing, Licensee and Licensor may use and
disclose Proprietary Information to its employees, agents, consultants,
contractors, provided that any such parties are bound by a like duty of
confidentiality.

     11.3 Nothing contained herein will in any way restrict or impair the right
of Licensee or Licensor to use, disclose, or otherwise deal with any Proprietary
Information:

     11.3a that recipient can demonstrate by written records was previously
known to it;

     11.3b that is now, or becomes in the future, public knowledge other than
through acts or omissions by recipient.

                     ATTACHMENT A--Amended License Agreement
                                    Page A-13


     11.3c that is lawfully obtained without restrictions by recipient from
sources independent of the disclosing party;

     11.3d that is required to be disclosed to a governmental entity or agency
in connection with seeking any governmental or regulatory approval, or pursuant
to the lawful requirement or request of a governmental entity or agency; or

     11.3e that is furnished to a third party by the recipient with similar
confidentiality restrictions imposed on such third party, as evidenced in
writing.

11.4 Upon termination of this Agreement, Licensee and Licensor will destroy or
return to the disclosing party proprietary information received from the other
in its possession within 15 days following the effective date of termination.
Licensee and Licensor will provide each other, within 30 days following
termination, with a written notice that Proprietary Information has been
returned or destroyed. Each party may, however, retain one copy of Proprietary
Information for archival purposes in non-working files.

ARTICLE 12.    USE OF NAMES.

     12.1 Neither party shall use the name or trademarks of the other party
without the prior written consent of the other party. Notwithstanding the
previous sentence, Licensee shall prominently display in catalogues, brochures,
or other advertisements or materials describing Licensed Products, Licensor's
name in association with such products.

ARTICLE 13.    NOTICES.

     13.1 Any notice or payment required to be given to either party will be
deemed to have been properly given and to be effective (a) on the date of
delivery if delivered in person or (b) five days after mailing if mailed by
first-class certified mail, postage paid, to the respective addresses given
below, or to another address as it may designate by written notice given to the

                     ATTACHMENT A--Amended License Agreement
                                    Page A-14


other party.

                         As to Licensor:             Geron Corporation
                         230 Constitution Drive
                         Menlo Park, CA 94025
                         Attention: General Counsel

                         As to Licensee:             Transgenomic, Inc.
                         12325 Emmet Street
                         Omaha, NE 68164
                         Attention: _________

ARTICLE 14.    ASSIGNABILITY.

     14.1 Neither this Agreement nor any rights or benefits hereunder shall be
assignable or transferable by Licensee without the prior written consent of
Licensor, except that Licensee may assign its rights and obligations under this
Agreement as a part of the sale or transfer of its entire business.

ARTICLE 15.    GOVERNING LAWS.

     15.1 This Agreement shall be considered to have been made in the United
States, and shall be interpreted in accordance with the laws of the State of
California.

ARTICLE 16.    MISCELLANEOUS.

     16.1 Headings. The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

     16.2 Entire Agreement. This Agreement embodies the entire understanding of
the parties and will supersede all previous communication, representations or
understandings, either oral or

                     ATTACHMENT A--Amended License Agreement
                                    Page A-15


written, between the parties relating to the subject matter hereof. No amendment
or modification hereof will be valid or binding upon the parties unless made in
writing and signed on behalf of each party.

     16.3 Severability. In case any of the provisions contained in the Agreement
are held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability will not affect any other provisions
hereof, but this Agreement will be construed as if such invalid or illegal or
unenforceable provisions had never been contained herein.

     16.4 Waiver. It is agreed that no waiver by either party hereto of any
breach or default of any of the covenants or agreements herein set forth will be
deemed a waiver as to any subsequent and /or similar breach or default.

     16.5 No Agency. Nothing herein shall be deemed to create an agency, joint
venture, or partnership relationship between Licensee and Licensor.

     16.7 Export Control Laws. Licensee will observe all applicable United
States and foreign laws with respect to the transfer of Licensed Products and
related technical data to foreign countries, including, without limitation, the
International Traffic in Arms Regulations (ITAR) and the Export Administration
Regulations.

     16.8 Patent Marking. Licensee will mark all Licensed Products made,
distributed, or sold under the terms of this Agreement, or their containers, in
accordance with the applicable patents marking laws. Licensee shall prominently
display in catalogues, brochures, or other advertisements or materials
describing Licensed Products, a label license statement with the following, or
comparable, restriction:

     Purchase of this product is accompanied by a license under U.S. patents
     5,599,922; 5,591,607; 5,631,135; 5,726,297; 5,476,925; 5,646,260; their
     foreign counterparts, and other pending patents, owned or exclusively
     licensed by Geron Corporation

                     ATTACHMENT A--Amended License Agreement
                                    Page A-16


     In Witness Whereof, Licensee and Licensor have caused this Agreement to be
duly executed by their duly authorized representatives as of the date first
shown herein.


{***} Confidential Portion has been filed separately with the Securities and
Exchange Commission.

GERON CORPORATION, AS ASSIGNEE OF LYNX      TRANSGENOMIC, INC., AS SUCCESSOR TO
THERAPEUTICS, INC.                          CRUACHEM, INC

By:                                         By:
   -------------------------------------       ---------------------------------
Title:                                      Title:
      ----------------------------------          ------------------------------

                     ATTACHMENT A--Amended License Agreement
                                    Page A-17


                                   EXHIBIT A.

                                 PATENT RIGHTS.

                                       A-1
                                  LYNX PATENTS



Docket No.          Subject Matter                       (m-d-y)           Ser. No.             Date        Pat. No.
- ------------     ------------------------------------   ----------      --------------        ----------   ----------
                                                                                            
005              meth enhancing nuclease resist.        3-18-94         08/214,599            2-4-97       5,599,922
005-01           ss-100% amidates 4-50-mers             6-6-95          08/477,306
005-02           amidate triplexes                      6-6-95          08/478,470            1-7-97       5,591,607
005-03           meth enhancing hybrid/diag kits        6-6-95          08/473,015            5-20-97      5,631,135
005-05us         PCT nat'l--incl. LR3280 seq, etc.      3-20-95         08/700,448            10-12-99     5,965,720
005-06           amidate duplexes                       9-3-97          08/923,386            01-01-02     6,169,170
005-05wo                                                3-20-95         PCT/US95/03575
005-05au                                                3-20-95         21900/95              08-05-99        704549
005-05ca                                                                2,184,375
005-05cz                                                                PV 2745-96
005-05ep                                                                95914800.8
005-05fi                                                9-11-96         963581
005-05hu                                                3-20-95         P9602549
005-05jp                                                3-20-95         7-524793
005-05kr                                                9-17-96         96-705131
005-05no                                                9-17-96         P963891
005-05pl                                                9-17-96         P 316434
006-01           ss amidate compounds; hairpins         6-5-95          08/465368             3-10-98      5,726,297

035-01           amidate synth. via amidite Xfer        6-14-96         08/663,918            07-14-96     5,824,793
035wo            amidate synth. via amidite Xfer        6-14-96         PCT/US9610418
035-02           add G monomer & example                12-20-96        08/771,789            12-20-96     5,859,233
038              hydrophob. prot/amidate synth          9-15-97         08/929,620


                                       A-2
                              NORTHWESTERN PATENTS



Docket No.          Subject Matter                       (m-d-y)           Ser. No.             Date        Pat. No.
- ------------     ------------------------------------   ----------      --------------        ----------   ----------
                                                                                            
9213             oligos w/1-4 amidate linkages          1-23-95         08/376,291            12-19-95     5,476,925
9213A            oligos w/3'-terminal amine             6-6-95          08/465,961
9213B            chimeric amidates w/thio&diester       6-6-95          08/471,248            7-8-97       5,646,260
9213C            meth synth oligo w/3'term amine        6-6-95          08/467,219            7-15-97      5,648,480
9213E            meth synth amidates via AT oxid.       6-7-96          08/659,924            08-03-99     5,932,718


                     ATTACHMENT A--Amended License Agreement
                                    Page A-18


                                   EXHIBIT B.

                           MINIMUM QUALITY ASSURANCE.

I. Oligonucleotide N3'-->P5' phosphoramidates:

     Minimum purity of {***} percent ({***}%) as measured by ion exchange
     chromatography or capillary electrophoresis.

II. Monomers:

     Minimum purity of {***}percent ({***}%) as measured by reverse phase HPLC.

{***} Confidential Portion has been filed separately with the Securities and
Exchange Commission.

                     ATTACHMENT A--Amended License Agreement
                                    Page A-19


                                  ATTACHMENT B

                            STOCK PURCHASE AGREEMENT


                      ATTACHMENT B-Stock purchase agreement
                                    Page B-1

EX-10.3

                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made effective as of May 21, 2003, by and between
Transgenomic, Inc., a Delaware corporation (the "Company"), and Michael J.
Draper ("Employee").

     The Company and Employee desire to enter into an Employment Agreement (this
"Agreement"). Accordingly, the Company and Employee agree as follows:

     Section 1. EFFECTIVE DATE; POSITION; TERM. This Agreement shall become
effective on May 21, 2003 (the "Effective Date"). The Company shall employ
Employee as Chief Financial Officer. The initial term of the Agreement will be
for a minimum of three (3) years from the Effective Date, and the Agreement may
be extended upon mutual consent of the parties.

     Section 2. POSITION AND DUTIES. During the Employment Period:

             (a)  Employee shall have the normal responsibilities, duties and
     authorities of Chief Financial Officer to be defined prior to the Effective
     Date.

             (b)  Employee shall report to the Chief Executive Officer of the
     Company, or his/her designee, and Employee shall perform faithfully the
     executive duties assigned to him to the best of his ability in a diligent,
     trustworthy, businesslike and efficient manner and will devote his full
     business time and attention to the business and affairs of the Company and
     its Subsidiaries and Affiliates; provided, however, that Employee may serve
     as a director of or a consultant to other corporations which do not compete
     with the Company, nonprofit corporations, civic organizations, professional
     groups and similar entities.

             (c)  For purposes of this Agreement, "Subsidiary" shall mean any
     corporation or other entity of which securities having a majority of the
     voting power in electing directors or comparable management are, at the
     time of determination, owned by the Company, directly or through one or
     more Subsidiaries.

             (d)  For purposes of this Agreement, "Affiliate" of any particular
     person means any other person controlling, controlled by or under common
     control with such particular person.



     Section 3. BASIC COMPENSATION.

             (a)  BASE SALARY. As compensation for his services hereunder, the
     Company shall pay to Employee during the Employment Period an initial base
     salary of $135,000.00 per year.

             Base Salary shall be payable in equal installments in arrears on a
     biweekly basis or as otherwise may be mutually agreed upon.

     The salary shall be increased over the previous year's salary as mutually
     agreed to.

     Section 4. BONUS. In addition to the Base Salary, Employee shall be
eligible to receive an annual bonus based on Employee's performance in
conjunction with specific mutually agreed goals and objectives defined prior to
such calendar year payable at such time or times during or following each
calendar year as shall be determined by the Chief Executive Officer and the
Board of Directors (the "Board") or a committee thereof in its sole discretion
and based on formulas to be determined each year by the Board or such committee
in its sole discretion for the Company's management bonus plan.

     Section 5. PARTICIPATION IN EMPLOYEE BENEFIT PLANS. Employee will be
entitled to participate in all Company salaried employee benefit plans and
programs, subject to the terms and conditions of each such employee benefit plan
or program and to the extent commensurate with his position as Chief of
Operations.

     Section 6. OTHER BENEFITS.

             (a)  VACATION. Employee shall initially be entitled to three weeks'
     paid vacation each year.

             (b)  INSURANCE. The Company shall make available to Employee health
     and dental insurance (including dependent coverage), and other benefits
     from time to time provided to employees.

     Section 7. BUSINESS EXPENSES. The Company shall reimburse Employee for all
reasonable expenses incurred by him in the course of performing his duties under
this Agreement which are consistent with the Company's policies in effect from
time to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to report and documentation
of such expenses.

     Section 8. STOCK OPTIONS AND OPTION SHARES. All unvested options will vest
upon the Company being acquired or merged into another entity.

     Section 9. TERMINATION OF EMPLOYMENT.

             (a)  EVENTS OF TERMINATION AND SEVERANCE PAYMENT. In the event
     that, during the term of this Agreement, Employee is discharged for any
     reason other than for Just



     Cause (as defined below), Employee shall be entitled to receive certain
     payment (the "Severance Payment") following termination of employment.
     Severance Payment will be made at the Employees then current base salary
     for an amount equal to 12 (twelve) months' salary.

             (b)  "Just Cause" being defined as any criminal act (felony) being
     committed by employee, if employee commits fraud or dishonesty toward the
     Company, other significant activities materially harmful to the reputation
     of the Company as reasonably defined by the Company, willful refusal to
     perform or substantial disregard of the duties properly assigned,
     significant violation of any statutory or common law or a material
     violation of Section 11 or 12 below, or intentionally takes any other
     action materially inimical to the best interests of the Company

             (c)  EFFECT OF BREACH OF NONCOMPETITION PROVISIONS. In the event
     Employee breaches or otherwise fails to comply with the provisions of
     Section 11 or 12 below, then, in addition to any other remedies provided
     herein or at law or in equity, the Company shall have the right to require
     return of any severance payment made to the Employee. Return of such
     Severance Payment pursuant to the preceding sentence shall not relieve
     Employee's obligations pursuant to Section 11 or 12 below.

     Section 10. ASSIGNMENT AND SUCCESSION.

             (a)  The rights and obligations of the Company under this Agreement
     shall inure to the benefit of and be binding upon its respective successors
     and assigns, and Employee's rights and obligations hereunder shall inure to
     the benefit of and be binding upon his successors and permitted assigns,
     whether so expressed or not.

             (b)  Employee acknowledges that the services to be rendered by him
     hereunder are unique and personal. Accordingly, Employee may not pledge or
     assign any of his rights or delegate any of his duties or obligations under
     this Agreement without the express prior written consent of the Company.

             (c)  The Company may not assign its interest in or obligations
     under this Agreement without the prior written consent of Employee.

     Section 11. CONFIDENTIAL INFORMATION.

             (a)  COMPANY INFORMATION. Employee agrees at all times during the
     term of his Relationship with the Company and thereafter, to hold in
     strictest confidence, and not to use, except for the benefit of the
     Company, or to disclose to any person, firm, corporation or other entity
     without written authorization of the Board of Directors of the Company, any
     Confidential Information of the Company which Employee obtains or creates,
     by whatever means. Employee further agrees not to make copies of such
     Confidential Information except as authorized by the Company. Employee
     understands that "CONFIDENTIAL INFORMATION" means any Company proprietary
     information, technical data, trade secrets or know-how, including, but not
     limited to, research. product plans,



     products, services, suppliers, customer lists and customers (including, but
     not limited to, customers of the Company on whom Employee called or with
     whom Employee became acquainted during the Relationship), prices and costs,
     markets, software, developments, inventions, laboratory notebooks,
     processes, formulas, technology, designs, drawings, engineering, hardware
     configuration information, marketing, licenses, finances, budgets or other
     business information disclosed to Employee by the Company either directly
     or indirectly in writing, orally or by drawings or observation of parts or
     equipment or created by Employee during the period of the Relationship,
     whether or not during working hours. Employee understands that
     "CONFIDENTIAL INFORMATION" includes, but is not limited to, information
     pertaining to any aspects of the Company's business which is either
     information not known by actual or potential competitors of the Company or
     is proprietary information of the Company or its customers or suppliers,
     whether of a technical nature or otherwise. Employee further understands
     that "CONFIDENTIAL INFORMATION" does not include any of the foregoing items
     which have become publicly and widely known and made generally available
     through no wrongful act of Employee's or of others who were under
     confidentiality obligations as to the item or items involved.

             (b)  FORMER EMPLOYER INFORMATION. Employee represents that as an
     employee of the Company, he has not breached and will not breach any
     agreement to keep in confidence proprietary information, knowledge or data
     acquired by Employee in confidence or trust prior or subsequent to the
     commencement of Employee's Relationship with the Company, and Employee will
     not disclose to the Company, or induce the Company to use, any inventions,
     confidential or proprietary information or material belonging to any
     previous employer or any other party.

             (c)  THIRD PARTY INFORMATION. Employee recognizes that the Company
     has received and in the future will receive confidential or proprietary
     information from third parties subject to a duty on the Company's part to
     maintain the confidentiality of such information and to use it only for
     certain limited purposes. Employee agrees to hold all such confidential or
     proprietary information in the strictest confidence and not to disclose it
     to any person, firm or corporation or to use it except as necessary in
     carrying out Employee's work for the Company consistent with the Company's
     agreement with such third party.

     Section 12. RETURN OF COMPANY DOCUMENTS. Employee agrees that, at the time
of termination of his Relationship with the Company, he will deliver to the
Company (and will not keep in his possession, recreate or deliver to anyone
else) any and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, laboratory
notebooks, materials, flow charts; equipment, other documents or property, or
reproductions of any aforementioned items developed by Employee pursuant to the
Relationship or otherwise belonging to the Company, its successors or assigns.
Employee further agrees that any property situated on the Company's premises and
owned by the Company, including disks and other storage media, filing cabinets
or other work areas, is subject to inspection by Company personnel at any time
with or without notice. In the event of the termination of the Relationship,



Employee agrees to sign and deliver the "Termination Certification" attached
hereto as Exhibit "A."

     Section 13. NONCOMPETITION. Independent of any obligation under any other
contract or agreement between Employee and the Company, for a period of one (1)
year following the termination of Employee's employment relationship with the
Company, Employee shall not, directly or indirectly, whether as an individual
for his own account, or for or with any other person, firm, corporation,
partnership, joint venture, association, or other entity whatsoever, which is or
intends to be engaged in biotechnology business and, more particularly, that
provides technologies for DNA/RNA analysis and purification utilization DHPLC
technologies (provided, however, that the restrictions set forth in this clause
shall not apply to involvement that consists solely of "beneficially owning," as
such term is used in Rule 13d-3 promulgated under the Exchange Act 2% or less of
the outstanding securities of any class of securities issued by a
publicly-traded entity):

             (a)  Solicit, interfere with, or endeavor to entice away from the
     Company, any person, firm, corporation, partnership, or entity of any kind
     whatsoever, which was or is a client or licensor of the Company, for which
     the Company performed services, with respect to any business, product or
     service that is competitive to the products or services offered by the
     Company, or under development by the Company, as of the date of the
     termination of Employee's relationship with the Company. This restriction
     shall apply only to such clients or licensors of the Company as were
     serviced or solicited by Employee at any time during the one (1) year prior
     to the separation of Employee's relationship with the Company, either as an
     independent contractor or as an employee of the Company;

             (b)  Solicit or endeavor to induce any of the Company's employees
     or consultants to terminate their relationship with the Company, or take
     away such employees or consultants, or attempt to solicit, induce, recruit,
     encourage or take away employees or consultants of the Company, either for
     Employee or for any other person or entity;

             (c)  Induce or attempt to induce any supplier, licensee or other
     business relation of the Company to cease doing business with the Company,
     or in any way interfere with the relationship between any such supplier,
     licensee or business relation and the Company.

     Section 14. BUSINESS OPPORTUNITY. Employee represents and acknowledges that
the foregoing restrictions will not prevent him from obtaining gainful
employment in his field of expertise or cause him undue hardship; and that there
are numerous other employment opportunities available to him that are not
affected by the foregoing restrictions. Employee further acknowledges that the
foregoing restrictions are reasonable and necessary, in order to protect the
Company's legitimate interests, and that any violation thereof would result in
irreparable injury to the Company.

     Section 15. CONFLICTS OF INTEREST POLICIES. Employee shall diligently
adhere to the Company's Conflict of Interest Policy as adopted by the Board and
in effect from time to



time.

     Section 16. ARBITRATION AND EQUITABLE REMEDIES.

             a)   Except as provide in Section 16 (b) hereof, the parties agree
     that any dispute or controversy arising out of, relating to, or concerning
     the interpretation, construction, performance or breach of this Agreement,
     shall be settled by arbitration to be held in Nebraska, in accordance with
     the Employment Dispute Resolution rules of the American Arbitration
     Association then in effect. The arbitrator may grant injunctions or other
     relief in such dispute or controversy and the decision of the arbitrator
     shall be final, conclusive and binding on the parties to the arbitration.
     Judgment may be entered on the arbitrator's decision in any court having
     jurisdiction. The Company and Employee shall each pay one-half of the costs
     and expenses of such arbitration, and each shall separately pay the fees
     and expenses of their respective legal counsel.

             THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO
        A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO
        ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP.

        (b)  Notwithstanding paragraph (a) of this Section 16, the parties agree
     that, in the event of the breach or threatened breach of Sections 11, 13 or
     14 of this Agreement by Employee, monetary damages alone would not be an
     adequate remedy to the Company and its Subsidiaries for the injury that
     would result from such breach, and that the Company and its Subsidiaries
     shall be entitled to apply to any court of competent jurisdiction for
     specific performance and/or injunctive relief (without posting bond or
     other security) in order to enforce or prevent any violation of such
     provisions of this Agreement. Employee further agrees that any such
     injunctive relief obtained by the Company or any of its Subsidiaries shall
     be in addition to monetary damages.

     Section 17. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless Employee for any and all actions taken by Employee in carrying out his
duties under this Agreement.

     Section 18. ENTIRE AGREEMENT. This Agreement represents the entire
agreement between the parties relating to the subject matters covered hereby and
shall supersede any prior understandings, agreements or representations by or
between the parties, written or oral, which may have related to the subject
matter hereof in any way and shall not be amended or waived except in a writing
signed by the parties hereto.

     Section 19. NOTICES. Any notice or request required or permitted to be
given hereunder shall be in writing and will be deemed to have been given (i)
when delivered personally, sent by telecopy (with hard copy to follow) or
overnight express courier or (ii) five days following mailing by certified or
registered mail, postage prepaid and return



receipt requested, to the addresses below unless another address is specified by
such party in writing:

             To the Company:             Transgenomic, Inc.
                                         12325 Emmet Street
                                         Omaha, NE  68164
                                         Attention: Chief Executive Officer
                                         Telephone: (402) 452-5433
                                         Telecopy: (402) 452-5447

             To the Employee:            Michael J. Draper
                                         2114 South 181st Circle
                                         Omaha, NE. 68130

     Section 20. HEADINGS. The article and section headings herein are for
convenience of reference only and shall not define or limit the provisions
hereof.

     Section 21. APPLICABLE LAW. The corporate law of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement shall be governed by the internal laws of the
State of Nebraska.

     Section 22. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held prohibited by,
invalid or unenforceable in any respect under applicable law, such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

     Section 23. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Company and
Employee.

     Section 24. NO STRICT CONSTRUCTION. The language used in this Agreement
will be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
party hereto.

     Section 25. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

     Section 26. EMPLOYEE REPRESENTATIONS. Employee hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Employee does not and will not conflict with, breach, violate or
cause a default under any



contract, agreement, instrument, order, judgment or decree to which Employee is
a party or by which he is bound, (ii) Employee is not a party to or bound by any
employment agreement, noncompete agreement or confidentiality agreement with any
other person or entity and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of Employee, enforceable in accordance with its terms.

     Section 27. SURVIVAL. Sections 8, 11, 12 and 15 shall survive and continue
in full force in accordance with their terms notwithstanding any termination of
the Employment Period.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer and Employee has signed this Agreement.

                                 TRANSGENOMIC, INC.


                                 By /s/ Collin D'Silva
                                    --------------------------------------------
                                    Name:  Collin D'Silva
                                    Title: Chief Executive Officer

                                 EMPLOYEE


                                 /s/ Michael J. Draper
                                 -----------------------------------------------
                                 Name: Michael J. Draper

EX-31

Exhibit 31

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Collin J. D’Silva, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Transgenomic, Inc. (the Registrant);

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 12, 2003	/s/ Collin J. D’Silva
	Collin J. D’Silva, Chief Executive Officer

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Michael J. Draper, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Transgenomic, Inc. (the Registrant);

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 12, 2003	/s/ Michael J. Draper
	Michael J. Draper, Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, I, Collin J. D’Silva, Chairman of the Board, President and Chief Executive Officer of Transgenomic, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)such Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of Transgenomic, Inc.

/s/ Collin J. D’Silva

Collin J. D’Silva
Chairman of the Board, President and
Chief Executive Officer

Date: August 12, 2003

A signed original of this written statement required by Section 906 has been provided to Transgenomic, Inc. and will be retained by Transgenomic, Inc. and furnished to the Securities Exchange Commission or its staff upon request.

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, I, Michael J. Draper, Chief Financial Officer of Transgenomic, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)such Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such Quarterly Report on Form 10-Q of Transgenomic, Inc. for the quarter ended June 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of Transgenomic, Inc.

/s/ Michael J. Draper

Michael J. Draper,
Chief Financial Officer

Date: August 12, 2003

A signed original of this written statement required by Section 906 has been provided to Transgenomic, Inc. and will be retained by Transgenomic, Inc. and furnished to the Securities Exchange Commission or its staff upon request.