ADDENDUM

THIS ADDENDUM is made this 27th day of October, 1997, by and between LAS
VEGAS SANDS, INC. ("Landlord") and Blatteis Realty Company ("Broker").

BACKGROUND

WHEREAS, Broker and Landlord are parties to that certain agreement dated
January 23, 1997 (the "Agreement") and;

WHEREAS, the parties desire to amend the Agreement upon the terms and
conditions as set forth below;

NOW, THEREFORE, the parties hereto, in consideration of the mutual

covenants contained herein and in the Agreement, and intending to be
legally bound hereby, agree as follows:

1. Exhibit "B". Exhibit "B" attached to the Agreement shall be hereby

amended to include Laurie Musico as one of Broker's personnel assigned to
the Project. Ms. Musico will principally focus her efforts on "high-end
retail". In consideration thereof, the Broker's fee referenced on paragraph
3 of the Agreement shall be amended to reflect an increase of $4,000 per
month. Landlord reserves the right to terminate this addendum (relating
strictly to Ms. Musico's services) upon thirty (30) days notice to Broker.

2. Other Terms Unchanged. All other terms and conditions of the Agreement
shall remain unchanged.

IN WITNESS HEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, the parties have

executed this Amendment on the dates set forth below.

CONSULTING AND LEASE BROKERAGE AGREEMENT

THIS CONSULTING AND LEASE BROKERAGE AGREEMENT (this "Agreement") is made

this 23rd day of January, 1997, by and between LAS VEGAS SANDS, INC., a
Nevada corporation ("Landlord") and BLATTEIS REALTY CO., a California
corporation ("Broker") with respect to certain consulting and lease
brokerage services to be furnished by Broker to Landlord for portions of
Landlord's contemplated approximately 500,000 square foot mall (the
"Project," a schematic diagram of which is attached hereto as Exhibit "A")
to be located at or about 3355 Las Vegas Boulevard South, Las Vegas, Nevada
and anticipated to be constructed in two phases.

NOW, THEREFORE, the parties agree as follows:

1. Engagement. Landlord hereby engages Broker as its "Retail Lease

Broker and Consultant" during the "Term" (as hereinbelow defined) with
respect to planning, layout, and marketing to prospective tenants of the
Project and with respect to solicitation and negotiation of leases for the
Project (i) with parties that are not "affiliates" (as that term is defined
in Rule 405 of the Securities Act of 1933, as amended) of Landlord; (ii)
for retail sales uses exclusively (the "Conforming Uses"), and not fix any
other uses (e.g., food and beverage) whatsoever unless specifically
authorized in writing by Landlord; and (iii) for space located on the first
floor (the "Primary Premises Space") and the mezzanine (the "Mezzanine
Premises Space") of the second level of the Project (the "Subject
Premises"). The term "Subject Leases" refers to any leases conforming fully
to the foregoing criteria and entered into during the Term, as well as any
such leases entered into during the nine (9) month period (the "Transaction
Completion Term") commencing upon expiration or termination of the Term
where such prospective tenants and Landlord executed a letter of intent
during the Term; Landlord shall have no obligation to make any payment to
Broker for any lease other than a Subject Lease.

2. Duties of Broker. Broker shall use the best efforts to assist

Landlord in planning the layout of the Project and in marketing and leasing
the Project, all in conformity with Landlord's financial objectives. Broker
will use its best efforts to fully lease Phase I of the Project within
twelve (12) months of the date hereof. Broker's obligations include,
without limitation, (i) serving Landlord as a retail and leasing consultant
by advising Landlord and its architects, designers, consultants, and other
agents with respect to the conceptual layout and design of the Project and
the tenant mix and leasing prospects of the Project; (ii) timely
preparation and submission to Landlord of a complete merchandising plan for
the entire Project, which merchandising plan shall be acceptable to
Landlord in its discretion; (iii) timely production and submission to
Landlord of marketing and promotional materials for leases for leasing the
Subject Premises for Conforming Uses, which marketing and promotional
materials shall be acceptable to Landlord in its discretion; (iv) making
available and utilizing the services of the individuals named on Exhibit
"B" attached hereto, for the purposes of faithfully, responsively, and
timely performing Broker's obligations hereunder and achieving Landlord's
objectives with respect to the Project; (v) identification and solicitation
of prospective tenants and negotiation of (but not agreement to or
execution of) Subject Leases with such prospective tenants; and (vi) such
other tasks as Landlord reasonably requests (including advising upon
prospective restaurant leases) in order to assist Landlord in achieving its
projected per square foot rental rates,

percentage rental rents, and common area maintenance charges at the Project
and in achieving its goal of completing all leasing of the first phase of
the Project during 1997. Broker shall not, and has no authority to, execute
any lease or other agreement on behalf of Landlord or in any way incur any
obligation on behalf of, bind, or make any representation or warranty for
Landlord. In negotiating any Subject Leases, Broker shall advise all
prospective tenants that Broker is not an agent of Landlord, and has no
actual or apparent authority to bind Landlord to any lease, agreement, or
other obligations, which can only occur upon the execution by Landlord of a
written Subject Lease.

3. Initial and Monthly Considerations to Broker. Concurrently with

Landlord's and Broker's material execution and delivery hereof, Landlord
shall advance to Broker the sum of $120,000 (the "Initial Advance"), which
Initial Advance shall be treated as an advance against and credited to the
payment of all sums due hereunder, commencing as of December 1, 1996, in
respect of the first six (6) months of payments of the "Consulting Fee" and
the "Commission Advance" (as those terms are defined hereinbelow). During
the Term, on the first day of each month, (i) Landlord shall pay to Broker
monthly the sum of $10,000 in respect of Broker's performance of its duties
described in clauses (i) through (iv) and (vi) of Paragraph 2 hereinabove
(the "Consulting Fee"); and (ii) Landlord shall advance to Broker monthly
the additional refundable sum of $10,000 (the "Commission Advance" and
together with the Initial Advance, the "Advances") in respect of Broker's
performance of its duties described in clause (v) of Paragraph 2
hereinabove, which Commission Advance shall be treated as an advance
against and credited to the payment of commissions required to be paid
under Paragraph 4 hereinbelow.
4. Brokerage Commissions. Landlord shall pay to Broker lease brokerage
commissions ("Commissions") in respect of each Subject Lease in an amount
equal to the sum of $8.00 per leased square foot of Primary Premises Space
leased thereunder plus $4.00 per leased square foot of Mezzanine Premises
Space leased thereunder payable as follows:

a. fifty percent (50%) of each Commission shall be paid five (5) days
after the later to occur of execution of the associated Subject Lease or
the satisfaction of all contingencies to the effectiveness of such Subject
Lease;

b. twenty-five percent (25%) of each Commission shall be paid thirty

(30) days after the tenant under such Subject Lease has opened for
business, to the extent that at such time tenant is in operation and not in
default under the Subject Lease; and

c. the balance of twenty-five percent (25%) of each Commission shall be

paid five (5) months thereafter, to the extent that at such time tenant is
in operation and not in default under the Subject Lease; provided, however,
that all payments of Commission Advances shall be credited to any payments
due hereunder for Commissions (excluding "Co-Brokerage Payments" as
hereinbelow defined) prior to payment hereunder of any sums for
Commissions.

5. Co-Brokerage Payments. Landlord agrees not to pay any other broker

(any such broker other than Broker, a "Co-Broker") in respect of any
Subject
Lease, but Broker shall be responsible for the payment, from its
Commissions, of
any and all commissions to Co-Brokers in respect of Subject Leases, except
to
the extent otherwise agreed to by Landlord in writing.

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<PAGE>

6. Discretionary Bonus. Predicated upon the performance of Broker

and
upon such other matters as Landlord in its sole discretion may determine,
Landlord may, but shall in no event be obligated to, elect to grant to
Broker a
bonus of such type and in such amount as Landlord in its sole discretion
may
determine.

7. Travel Expenses. Landlord shall pay for all travel expenditures

of
personnel of Broker which are directly in furtherance of Broker's
obligations
hereunder and are both outside of Los Angeles and of the respective city
each
such person is based in; provided, however, that all such travel must be
(i) at
the lowest available coach fares, (ii) approved in advance by Landlord; and
(iii) reserved and paid through GWV Travel. Landlord will use its best
efforts
to reimburse such expenses within thirty (30) days of Landlord's receipt of
an
appropriate invoice with acceptable backup documentation attached.

8. Term. The term (the "Term") of this Agreement shall commence as

of
December 1, 1996, and shall continue for a period of eighteen (18) months;
provided, however, that either party hereto may terminate the Term on sixty
(60)
days' prior written notice to the other party. Not later than five (5) days
after any acquisition or termination of the Term, Broker shall furnish to
Landlord a complete list (the parties properly on such list, the
"Identified
Leasing Prospects") of prospective tenants that it is currently negotiating
with
for entry into Subject Leases. Upon any expiration or termination of the
Term,
neither party hereto shall have any further obligations hereunder except
that
(i) Broker shall continue to be subject to the confidentiality obligations
hereof, immediately upon completion of the Transaction Completion Term
Broker
shall be obligated to refund to Landlord any Advances which have not yet
been
credited for the benefit of Landlord pro rata over the portion of the Term
prior
to the effective date of Termination, and immediately upon expiration or
termination of the Term shall deliver or cause to be delivered to Landlord,
as
directed by Landlord, all written materials, software, and other
information
(collectively, "Project Information") in whatever form in its possession
with
respect to the Project other than any such Project Information relating to
any
prospective Subject Lease with an Identified Leasing Prospect, which
material
shall be delivered to Landlord no later than the Transaction Completion
Date;
and (ii) Landlord shall continue to be obligated hereunder to make payments
for
Subject Leases to the extent provided for in this Agreement (i.e., Subject
Leases entered into both during the Term and, with Identified Leasing
Prospects,
during the Transaction Completion Term).

9. Independent Contractor. Broker recognizes that it is engaged as

an
independent contractor and acknowledges that all persons performing
services
hereunder shall be employees or agents of Broker and Landlord will have no
responsibility to provide insurance or other fringe benefits normally
associated
with employee status, Broker hereby agreeing to make its own arrangements
for
any of such benefits as it may desire. Broker shall be solely responsible
for
the payment of all taxes and benefits required by law for such employees or
agents, and shall indemnify and hold Landlord harmless from any and all
liabilities for costs related thereto.

10. Proprietary Interests. Broker agrees that all reports, studies,

plans, models, drawings, and any other written data of any type relating to
its
activities hereunder whether or not any of the same is accepted or rejected
by
the Landlord shall remain the property of Landlord and shall not be used or
published by Broker or any other party without the express prior written
consent
of Landlord. In implementation of the foregoing, Broker hereby grants and
assigns to

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<PAGE>

Landlord all rights and claims of whatever nature and whether now or
hereafter
arising in and to any and all of such plans, reports, studies, models,
drawings,
and other written data and shall cooperate fully with Landlord in any steps
Landlord may take to obtain copyright, trademark, or like protections with
respect thereto. Broker further acknowledges Broker's work on the Project
could
involve material and information of a confidential and proprietary nature,
including material and information identified as such, or which, from the
circumstances, in good faith and good conscience, ought to be treated as
such.
Broker agrees that it will not, and will require that its employees and
agents
not, disclose or divulge any proprietary or confidential information
obtained in
connection with this Agreement except with the express prior written
consent of
Landlord in each instance unless required by law. This provision shall
survive
the termination of this Agreement. Without limitation Broker shall, during
the
Term and thereafter, hold in strict confidence the financial condition,
leasing
and prospective leasing activities, lease rates, tenant and guarantor
information, and marketing plan with respect to the Project and all other
information relating to the Project. Broker agrees that Landlord may on an
ex
parte basis obtain equitable (i.e., injunctive) relief to enforce its
confidentiality rights hereunder.

11. Conflict of Interest. In connection with the Project, Broker

shall
not accept for its own account any trade discounts or contributions, or
deal
with (or recommend that Landlord deal with) any firm in which Broker has
any
financial or other interest, or undertake any activity or employment which
would
or could create a conflict of interest or compromise Broker's professional
judgment or prevent Broker from serving the best interests of Landlord. If
Broker shall become aware of any facts which are or may be in violation of
the
preceding provisions of this Paragraph or shall have any financial or other
interest in any firm with which Landlord is dealing or proposes to deal,
Broker
shall immediately advise Landlord thereof in writing. Broker shall not
undertake
any other leasing projects in the State of Nevada during the Term hereof.

12. Miscellaneous. Broker shall indemnify Landlord for any costs or

losses incurred by Landlord as a result of any breach by Broker of any
provision
hereof. Broker represents that it is a duly licensed California real estate
broker, and is in the process of being licensed in the State of Nevada.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes all prior understandings and
writings
with respect thereto. Each party hereto has reviewed this Agreement and the
rule
of construction to the effect that ambiguities are to be resolved against
the
drafting party will not be employed in the interpretation hereof. This
Agreement
shall be governed by, interpreted under, and enforced in accordance with
Nevada
law, without regard to its principles of conflict of laws, and the
exclusive
forums for adjudication of any dispute between the parties respect hereto
are
the federal and state courts located in Clark County, Nevada.

IN WITNESS WHEREOF, the parties have executed this Agreement on the

date
above.
 SERVICES PROVIDER AGREEMENT

THIS SERVICES PROVIDER AGREEMENT ("this Agreement") is entered into as

of
the 28th day of December 2001 (hereinafter referred to as the effective
date of
the Agreement), by and between GENODYSSEE S.A., a French societe anonyme
with a
share capital of 65,122 euros, having its registered office at Parc
Affaires
Technopolis, 3, avenue du Canada, BP 810 Les Ulis, 91974 Courtaboeuf,
France and
registered with the REGISTRE DU COMMERCE ET DES SOCIETES of Evry under
number
424 796 548 (hereinafter referred to as "GEN") and TRANSGENOMIC, INC., a
corporation organized under the laws of the State of Delaware U.S.A. with
its
principal place of business in Omaha, Nebraska U.S.A. (hereinafter referred
to
as "TBIO") or individually, a "party" or collectively, the "parties."

PREAMBLE

WHEREAS, TBIO wishes to offer and provide to its customers and

prospects
certain analytical services relating to nucleic acids.

WHEREAS, GEN has applicable resources to perform those analytical

services
on behalf of TBIO and its customers.

WHEREAS, GEN and TBIO wish to enter into a strategic alliance to

market and
perform those services.

NOW, THEREFORE, in consideration of the mutual covenants, promises,

representations and warranties set forth herein, the parties agree as
follows:

ARTICLE I

DEFINITIONS

All capitalized terms used in this Agreement shall have the following
meanings
(such meanings to be equally applicable to both the singular and the plural
forms of the terms defined):

"AGREEMENT" shall mean this Services Provider Agreement, including all

exhibits
hereto, as the same may be amended or otherwise modified from time to time.

"CUSTOMER" shall mean a party with whom either TBIO or GEN has entered into
a
contract to provide Services in accordance with the terms of this
Agreement.

"REVENUE SPLIT" shall mean that portion of the gross revenues

(calculated
on a cash basis in accordance with accounting principles generally accepted
in
the United States of America) received from a Customer to which each party
of
this Agreement shall be entitled. The percentage amount of the Revenue
Split to
each party is further outlined in Article III of this Agreement.

"SALES TERRITORY" shall mean the United States of America and its
territories, the nations of the European Union, the United Kingdom,
Switzerland
and Japan.

"SERVICES" shall mean those certain analytic services related to

nucleic
acids to be offered and/or provided to Customers, as more specifically
determined by the parties by mutual agreement from time to time.

All monetary amounts expressed herein are stated in terms of U.S. Dollars.

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<Page>
ARTICLE II

RESPONSIBILITIES

SECTION 2.01. TBIO RESPONSIBILITIES.

(a) SALES AND MARKETING ACTIVITIES. With respect to the strategic

alliance
between TBIO and GEN, TBIO shall be responsible for conducting all sales
and
marketing activities in efforts to enter into contracts for Services with
Customers within the Sales Territory. During the term of this Agreement,
TBIO
will dedicate a minimum of two employees to perform and support sales and
marketing activities for Services. TBIO will also make aware, educate,
inform,
and train the remainder of its marketing and sales staff with regard to: 1)
the
existence of this Agreement; 2) the strategic alliance between the parties;
and
3) the Services.

(b) SALES PROPOSALS. TBIO will present each sales proposal received by
it
(including any outstanding sales proposals made to potential Customers
prior to
the date hereof) in writing to GEN prior to the acceptance thereof by TBIO,
and
will review pricing, the scope and quantity of service work to be
performed, and
other pertinent terms and conditions of such sales proposal with GEN. GEN
will
have a right of first refusal to accept and perform the Services to be
performed
under the terms of each sales proposal. Any sales proposal submitted to a
prospective Customer for which GEN has exercised it right to perform the
Services will identify GEN as the services provider for TBIO and will set
forth
the Services which will be performed by GEN. Should GEN elect not to
participate
in the sales proposal, then TBIO shall have the right to: 1) perform the
work
itself; or 2) work with another individual or entity to perform such
Services.
In the event that any of the material terms of a sales proposal are revised
at
any time subsequent to the exercise by GEN of its right not to perform the
related Services, such sales proposal shall be considered to be a new sales
proposal and TBIO shall represent such sales proposal to GEN for its
consideration according to this clause (b).

(c) CUSTOMER CONTRACTS. In the event GEN elects to provide services to

a
Customer, TBIO will enter into all relevant contracts directly with
Customers
and will directly invoice Customers for the work performed under the
respective
contract. To assist TBIO in its monthly invoicing to Customers, GEN will
provide
TBIO with any requested information related to the work performed by GEN
under
each contract. TBIO will use its commercially reasonable efforts to collect
all
amounts due from the Customers. The foregoing notwithstanding, from time to
time
the parties may determine that it is more practical to have GEN contract
directly with a Customer and/or to have GEN collect amounts due from a
Customer.
In such instances, the parties will mutually agree to the manner in which
such
contracting and/or collection will be handled, including any modification
to the
Revenue Split as provided for herein.

(d) PAYMENTS OF REVENUE SPLITS. TBIO shall remit to GEN its respective
Revenue Split by the 15th day of each month for payments received from any
Customer in the previous calendar month. Should GEN be the direct
contracting
party with the Customer and receive any such payments, then GEN will remit
to
TBIO its respective Revenue Split in the same manner. All payments shall be
made
via wire transfer to such account as may be designated by the receiving
party,
and such payments shall be accompanied by a statement identifying all
payments
received for Services during the previous calendar month and the
calculation of
the Revenue Split. In the event that each party is required to remit a
Revenue
Split payment to the other party with respect to a given calendar month,
the
parties may agree to net such payments, provided that each party shall
provide
the payment information specified in the previous sentence. The payment of
any
Revenue Split from TBIO to GEN hereunder shall be subject to TBIO's right
of
set-off pursuant to that certain Revolving Line of Credit Agreement, dated
as of
the date hereof, between TBIO and GEN, which provisions are incorporated
herein
by reference and made a part hereof.

(e) REMARKETING ASSISTANCE. The parties acknowledge that in order for

GEN
to be able to perform Services in the volume anticipated by the parties,
that
GEN will need to increase its capacity to perform such services, including
the
acquisition of additional WAVE instruments manufactured by TBIO. If, during
the
term of this Agreement, the anticipated volume of Services to be performed
under
this Agreement are not realized by the parties and GEN determines that it
has
excess WAVE instruments, TBIO agrees that it will use its best efforts in
assisting GEN to re-sell such excess WAVE instruments. Nothing in this
Section
2.01 shall obligate TBIO to repurchase any such WAVE instruments for its
own
account.

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<Page>

SECTION 2.02. GEN RESPONSIBILITIES AND RIGHTS.

(a) EXERCISE OF FIRST RIGHT OF REFUSAL. Within a reasonable period of

time
subsequent to TBIO presenting GEN with a sales proposal for Services, GEN
shall
advise TBIO as to whether it intends to exercise its right of first refusal
to
perform such Services.

(b) WORK PERFORMANCE. In the event that GEN elects to provide services
pursuant to clause (a) above, GEN shall: 1) perform the Services with in a
professional and quality manner, in accordance with applicable standards
recognized in the industry; 2) comply fully with the specifications,
standards
and requirements as set forth in any sales proposal; and 3) use its
commercially
reasonable efforts to obtain all necessary consents, licenses, releases or
other
authorizations that may be required in connection with performing the
Services.
GEN will provide to TBIO a status report on a monthly basis of all work
completed under each contract and the remaining work to be performed over
the
remaining term of such contracts.

(c) DEDICATION OF RESOURCES. GEN will hire and assign qualified

personnel
to satisfactorily perform the Services as specified in any sales proposals
which
have been accepted by GEN pursuant to clause 2.02(a), at GEN's sole cost
and
expense (including all wages, benefits and taxes). GEN will also obtain and
maintain all necessary equipment, building facilities, and chemicals
necessary
to satisfactorily perform the Services as specified in such accepted sales
proposals, at GEN's sole cost and expense (including any taxes or fees that
may
be associated therewith).

(d) DIRECT CONTACT WITH CUSTOMERS. So as to allow GEN to adequately

perform
the services under Customer contracts, GEN will have the right to contact
and
work directly with Customers on an ongoing basis.

(e) COMPETITION. In the event that GEN declines to exercise its right
of
first refusal with regard to any sales proposal, GEN shall not provide any
services comparable to or competitive with the Services to the Customer
which
was the subject of the proposal (a "Restricted Customer") for a period of
six
(6) months from the date that GEN notifies TBIO of its intention not to
provide
the Services pursuant to the sales proposal (the "Restricted Period"). In
the
event that GEN provides services comparable to or competitive with the
Services
to a Restricted Customer within the Restricted Period, GEN shall pay to
TBIO an
amount equal to (CONFIDENTIAL TREATMENT REQUESTED) of its gross revenues
from
such Restricted Customer during the Restricted Period. The provisions of
this
Section 2.02(e) shall survive the termination of this Agreement other than
a
termination by GEN for "Cause" (as that term in defined in Section 4.02.)

SECTION 2.03. JOINT RESPONSIBILITIES.

(a) OPERATION PLAN. The parties agree to use their commercially

reasonable
efforts to jointly develop an operation plan that details additional
processes,
procedures, and responsibilities of each party no later than 60 days from
the
date of this Agreement.

(b) MANAGEMENT. Each party shall designate an officer or other senior

person to be responsible for the overall administration of this Agreement
and
shall notify the other thereof.

(c) COMPLIANCE WITH LAW. In performing their duties pursuant to this

Agreement, the parties agree that they shall comply in all material
respects
with any and all applicable laws, regulations and ordinances.

ARTICLE III

REVENUE TARGETS AND REVENUE SHARING

 SECTION 3.01. REVENUE TARGETS.

For the purposes of assisting each party to establish their respective

business plans and budgets, the parties have determined estimated
contracted
sales targets, as outlined in Exhibit A, for each of the three years under
the
initial term of this Agreement. The parties acknowledge and agree that
these
targets are informational only and that no penalties or premiums will be
due to
either party from the other for any shortfalls or excess achievements
against
those targets.

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<Page>

SECTION 3.02. REVENUE SHARING. During the first twelve months of this
Agreement the Revenue Split shall be as follows:

(a) TBIO will receive ** of the gross revenues received in cash

from
Customers under contracts for Services contemplated by this Agreement.

(b) GEN will receive ** of the gross revenues received in cash

from
Customers under contracts for Services contemplated by this Agreement.

So as to assist the parties in determining reasonable profitability

for
their respective efforts, the parties agree to review the Revenue Splits on
an
annual basis and adjust the Revenue Splits accordingly if mutually agreed
upon.
This review will be conducted no later than thirty (30) days after each
anniversary date of this Agreement. If the parties agree to revise the
Revenue
Splits, they will establish an effective date for the revised Revenue
Splits.
The revised Revenue Splits will apply only to any new Customer contracts,
and to
any extension of a then existing Customer contract, entered into, or
extended,
after such effective date and not to existing Customer contracts. If, after
negotiation in good faith, the parties cannot reach a mutual agreement to a
change in the Revenue Splits, then the Revenue Splits will remain at the
levels
previously agreed to by the parties; provided, however, in such case,
either
party may terminate the Agreement upon ninety (90) days prior written
notice to
the other party.

ARTICLE IV

TERM AND TERMINATION

SECTION 4.01. TERM.

 This Agreement will be effective as of the date set forth above and
the
initial term shall expire three (3) years from the date hereof unless
otherwise
terminated earlier as set forth herein. This Agreement shall be
automatically
renewed for successive one-year periods unless either party gives written
notice
of termination to the other party at least ninety (90) days before the date
of
expiration of the initial term or additional term.

SECTION 4.02. TERMINATION. This Agreement may be terminated prior to

the
expiration of its term:

(a) By either party as provided in Section 3.02 hereof;

(b) By either party in the event the other party materially

defaults
in the performance of its respective obligations hereunder, and fails
to
substantially cure such default within thirty (30) days after
receiving
written notice from the party not in default specifying the default;
or

(c) Automatically if either party becomes insolvent or enters,

voluntarily or involuntarily, into bankruptcy, suspension of payment,
moratorium, reorganization or any other proceeding that relates to
insolvency or protection of creditors rights.

Any termination pursuant to paragraphs (b) or (c) of this Section 4.02

being
referred to as termination for "Cause."

SECTION 4.03 EFFECT OF TERMINATION. In the event this Agreement

expires as
of the end of its term (or any extension thereof) or is terminated pursuant
to
Section 4.02 hereof, then the rights and obligations of the parties
hereunder
will terminate, except as specifically stated elsewhere in this Agreement.
Notwithstanding the termination of this Agreement, each party will be
required
to remit to the other party any Revenue Splits relating to Services
provided to
Customers prior to the date of termination. In addition, unless this
Agreement
is terminated by GEN pursuant to paragraph (b) or (c) of Section 4.02 on
the
ground of Cause, TBIO may, at its option and in its sole discretion,
immediately
upon notice of termination or at any time thereafter:

4
<Page>
 (a) direct that GEN cease providing Services to Customers
pursuant to
this Agreement and TBIO may either provide such Services itself or
appoint
an alternate service provider to provide such Services; or

(b) direct and require that GEN continue to provide Services to

existing Customers pursuant to this Agreement for a period not to
exceed
three (3) months following the effective date of the termination, in
which
case the parties will continue to be remit to each other (as the case
may
be) Revenue Splits from such Services in accordance with this
Agreement
through the date GEN ceases to provide such Services.

ARTICLE V

RELATIONSHIP OF THE PARTIES

Nothing herein contained shall be construed to imply a joint venture,

partnership or principal-agent relationship between the parties, and
neither
party shall have the right, power, or authority to obligate or bind the
other in
any manner whatsoever, except as otherwise agreed to in writing. The
parties do
not contemplate sharing of profits relating to the services as to create a
separate taxable entity, nor co-ownership of a business or property as to
create
a separate partnership under the laws of any jurisdiction. Accordingly for
tax,
property, and liability purposes each party will perform its services, each
on a
professional basis and as an independent contractor of the other. Revenue
and
expenses relating to the services shall be reported separately by the
parties
for tax purposes. During the performance of any of the services TBIO's
employees
will not be considered employees of GEN, and vice versa, within the meaning
or
the application of any federal, state, or local laws or regulations
including,
but not limited to, laws or regulations covering unemployment insurance,
old age
benefits, workers' compensation, industrial accident, labor, or taxes of
any
kind. TBIO personnel who are to perform the TBIO services or additional
services
to be provided by TBIO shall be under the employment, and ultimate control,
management, and supervision of TBIO, and TBIO shall have sole
responsibility for
the acts and omissions of such personnel. TBIO and GEN personnel who are to
perform the Services or any other services to be provided hereunder shall
be
under the employment and ultimate control, management, and supervision of
TBIO
and GEN, respectively, and such respective employer shall have sole
responsibility for the acts and omissions of such personnel. It is
understood
and agreed that GEN's employees shall not be considered TBIO's employees
within
the meaning or application of TBIO's employee benefit programs, and vice
versa.

ARTICLE VI

INDEMNIFICATION AND INSURANCE

Each party at its own expense shall indemnify, defend, and hold the
other,
its partners, shareholders, directors, officers, employees, and agents
harmless
from and against any and all third party suits, actions, investigations,
and
proceedings, and related costs and expenses (including reasonable
attorneys'
fees) resulting solely and directly from the indemnifying party's
negligence or
willful misconduct. Neither party shall be required hereunder to defend,
indemnify, or hold harmless the other and/or its partners, shareholders,
directors, officers, employees and agents, or any of them from liability
resulting from the negligence or wrongful acts of the party seeking
indemnification or of any third party. Each party agrees to give the other
party
prompt written notice of any claim or other matter as to which it believes
this
indemnification provision is applicable. The indemnifying party shall have
the
right to defend against any such claim with counsel of its own choosing and
to
settle and/or compromise such claim as it deems appropriate. Each party
further
agrees to cooperate with the other in the defense of any such claim or
other
matter. Additionally, throughout the term of this Agreement each party
shall
maintain general liability insurance coverage in such amounts and on such
terms
as are commercially reasonable.

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ARTICLE VII

CONFIDENTIALITY

Each party acknowledges that the parties and their clients may
disclose
confidential and proprietary information developed, acquired by or licensed
to
the disclosing party regarding such party's respective business, products
and
services. Each party will take all reasonable precautions necessary to
safeguard
the confidentiality of such information, including, but not limited to, (i)
those taken by the receiving party to protect its own confidential
information,
and (ii) those which the disclosing party or its authorized representative
may
reasonably request from time to time. Neither party will disclose, in whole
or
in part, any items of information that have been designated as confidential
by
the disclosing party to any individual, entity or other person, except to
those
of its employees or agents who have a need to know such information in
order for
the receiving party to perform its rights and obligations under this
Agreement.
Each party acknowledges that any unauthorized use or disclosure of the
other
party's confidential information may cause irreparable damage to the
disclosing
party and its licensors and Customers. Neither party will have any
confidentiality obligation with respect to any portion of such information
that
(i) the receiving party knew or independently developed before receiving
such
information from the disclosing party under this Agreement, (ii) the
receiving
party lawfully obtained from a third party under no confidentiality
obligation
to the disclosing party, (iii) became available to the public other than as
a
result of any act or omission by the receiving party or any of its
employees or
agents, or (iv) the receiving party is obligated under law to disclose.

ARTICLE VIII

INTELLECTUAL PROPERTY

(a) TBIO acknowledges that all right, title, and interest to the
Services
and all related processes, formulas or other intellectual property is owned
by
GEN (other than to the extent rights to the results of the Services may be
granted to the Customer pursuant to contract) and that TBIO gains no rights
in
or to such by virtue of this Agreement.

(b) Information received from the Customer or work performed on

engagements
pursuant to this Agreement by either party shall be the exclusive property
of
the Customer. All underlying methodology utilized by either party to
perform the
engagements pursuant to this Agreement which was created or developed by
either
party before the Agreement shall not become the property of the other.

ARTICLE IX
 ASSIGNMENT

Neither party shall assign, delegate or otherwise transfer this

Agreement
or any of its rights or obligations hereunder without the other party's
prior
written consent, which consent shall not be unreasonably withheld or
delayed.
This Agreement shall be binding upon and inure to the benefit of each
party's
rightful successors and assigns.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. LINE OF CREDIT AGREEMENT.

Under a separate Revolving Line of Credit Agreement, dated as of the

date
hereof, TBIO has agreed to provide GEN a line of credit of up to $1,000,000
during the initial three year term of this Agreement. The line of credit
will be
utilized by GEN to assist GEN in managing its cash flow and working capital
needs to perform Services under contracts

6
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relating to this Agreement. Any default under the terms of such Revolving
Line
of Credit Agreement, or the associated promissory note, shall be deemed a
default under this Agreement.

SECTION 10.02. NOTICES.

All notices or other communications to be given hereunder shall be

given in
writing and delivered by (a) certified mail, return receipt requested, (b)
personal delivery, (c) facsimile or (d) express carrier addressed as
follows:

If to the TBIO: Transgenomic, Inc.

12325 Emmet Street
Omaha, Nebraska 68164
U.S.A.
Attention: Gregory J. Duman
Email: gduman@transgenomic.com
Telephone: (402) 452-5400
Telecopy: (402) 452-5447

If to GEN: Genodyssee S.A.

3 avenue du Canada
Batiment Alpha - BP810
Les Ulis - 91974 Courtaboeuf Cedex
France
Attention: Jean-Louis Escary
Email: escary@genodyssee.com
Telephone: (33)(0) 1 69 29 80 55
 Telecopy: (33)(0) 1 69 29 80 79

or to such other address furnished by any party to the other in writing at

any
time and from time to time for such notice purposes. Any notice served by
either
party on the other shall be deemed effective upon receipt of return receipt
following deposit in the mail if sent by certified mail, return receipt
requested, when received, if delivered personally, upon machine
confirmation if
sent by facsimile, or upon confirmation of delivery by express carrier.

SECTION 10.03. AMENDMENTS AND WAIVERS; NONEXCLUSIVE RIGHTS.

No amendment, modification or waiver of any provision of this shall be

effective unless the same shall be in writing and signed by an authorized
officer of both parties.

SECTION 10.04. SURVIVAL OF CERTAIN AGREEMENTS.

The provisions of Sections 2.02(e) and 4.02 and the agreements and
covenants in Articles VI, VII and VIII shall survive the termination of
this
Agreement.

SECTION 10.05. SEVERABILITY.

If any provision of this Agreement is held invalid or unenforceable,

or
which is prohibited under Law for any reason, the invalidity shall not
affect
the validity of the remaining provisions of this Agreement, and the parties
shall substitute for the invalid provision a valid provision which most
closely
approximates the intent and economic effect of the invalid provision.

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SECTION 10.06. GOVERNING LAW; ARBITRATION; NO THIRD-PARTY RIGHTS.

(a) This Agreement and the rights and obligations of the parties
hereunder
shall be governed by and construed and interpreted in accordance with the
laws
of the United States and State of New York applicable to contracts made and
to
be performed wholly within such State, without regard to any choice or
conflict
of laws rules.

(b) The parties to this Agreement shall act in good faith to resolve
any
dispute or other controversy arising under this Agreement. Absent agreement
resolving a dispute within 20 days after written notice of the dispute has
been
delivered from one party to the other, any party shall have the right to
seek to
settle the matter by arbitration to the exclusion of any other form of
dispute
resolution. Any arbitration shall be conducted according to the applicable
rules
of the American Arbitration Association and shall take place in New York,
New
York. Such arbitration shall be heard by a single arbitrator, who shall be
jointly designated by TBIO and GEN if the parties are unable to agree
within ten
(10) days after the dispute is submitted to arbitration, by the American
Arbitration Association. The decision of the arbitrator shall be final and
binding upon the parties hereto. The each party in any arbitration
proceeding
shall pay its own costs in connection therewith, including attorneys' fees.

(c) This Agreement is solely for the benefit of the parties hereto and
their respective successors and assigns, and no other Person shall have any
right, benefit, priority or interest under, or because of the existence of,
this
Agreement.

SECTION 10.07. HEADINGS; INTERPRETATION.

The section headings are for convenience only and shall not affect the
interpretation or construction of this Agreement. The Exhibits referred to
throughout this Agreement are attached to this Agreement and are
incorporated
into this Agreement. Unless the context clearly indicates, words used in
the
singular include the plural, words in the plural include the singular and
the
word "including" means "including but not limited to."

SECTION 10.08. WAIVER.

The failure of either party at any time to require performance by

the
other party of any provision of this Agreement shall not affect in any way
the
full right to require the performance at any subsequent time. The waiver by
either party of a breach of any provision of this Agreement shall not be
taken
or held to be a waiver of the provision itself. Any course of performance
shall
not be deemed to amend or limit any provision of this Agreement.

SECTION 10.09. SECTION REFERENCES.

References to "Sections," "Subsections" and "Exhibits" shall be to

Sections, Subsections, Exhibits and Schedules, respectively, of this
Agreement
unless otherwise specifically provided.

SECTION 10.10. ENTIRE AGREEMENT.

This Agreement, including the Exhibits attached hereto, sets forth all
of
the promises, agreements, conditions and understandings between the parties
respecting the subject matter hereof and supersedes all negotiations,
conversations, discussions, correspondence, memorandums and agreements
between
the parties concerning the subject matter.
 SECTION 10.11. DISCLAIMER OF WARRANTY.

EACH PARTY ACKNOWLEDGES THAT (I) THE OTHER PARTY'S PRODUCTS AND
SERVICES
MAY NOT SATISFY ALL CUSTOMER REQUIREMENTS AND (II) THE USE OF SUCH PRODUCTS
AND
SERVICES MAY NOT BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR ANY EXPRESS
WARRANTIES SET FORTH HEREIN, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS,
INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS OR SERVICES OF
EITHER
PARTY, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR
WRITTEN
STATEMENTS BY THE PARTIES, THEIR AGENTS OR OTHERWISE (INCLUDING, BUT NOT
LIMITED
TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) ARE
HEREBY
OVERRIDDEN, EXCLUDED AND DISCLAIMED.

8
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SECTION 10.12. NO CONSEQUENTIAL DAMAGES; LIMITATION ON TOTAL DAMAGES.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY

CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND
WHATSOEVER, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON EACH
OTHER'S CLAIMS OR THOSE OF ITS CUSTOMERS OR VENDORS (INCLUDING BUT NOT
LIMITED
TO, CLAIMS FOR LOST REVENUE, LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL,
LOSS
OF USE OF MONEY OR USE OF SERVICES, INTERRUPTION IN THE USE OR AVAILABILITY
OF
DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF
BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS
SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW
SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND
LIMITATION.
THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR DAMAGES (OTHER
THAN
DAMAGES DESCRIBED ABOVE FOR WHICH THE PARTIES HAVE NO LIABILITY) IN
CONNECTION
THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL COMPENSATION
RECEIVED
BY OR DUE TO THE LIABLE PARTY HEREUNDER.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly

executed
and delivered by their proper and duly authorized officers as of the day
and
year first above written.

TRANSGENOMIC, INC., a Delaware corporation

By /s/ Collin J. D'Silva

-------------------------------------
 Collin J. D'Silva, President and Chief Executive Officer

GENODYSSEE S.A., a French societe

anonyme

By /s/ Jean-Louis Escary

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

Jean-Louis Escary, President du Conseil d' Administration

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SERVICES PROVIDER AGREEMENT

EXHIBIT A
REVENUE TARGETS

INITIAL 3 YEAR TERM. GROSS REVENUE TARGET

2002 **
2003 **
2004 **

These targets are calculated based on the total gross revenues projected
over
the term of contracts signed during each year of this Agreement, without
discount for present value and before revenue splits between the two
parties.
These amounts are for budgetary purpose only and no premiums will be
provided
for exceeding the minimum, nor penalties being applied if the minimums are
not
obtained. The parties understand that actual amounts may differ from the
above
amounts.