CO-MARKETING AGREEMENT

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

This Co-Marketing Agreement ("Agreement") is made and entered into

June ___, 1998 ("Effective Date"), by and between GeoCities, a California
corporation located at 1918 Main Street, 3rd Floor, Santa Monica, California
90405-1030 ("GeoCities") and E*TRADE Group, Inc., a Delaware corporation located
at Four Embarcadero Place, 2400 Geng Road, Palo Alto, CA 94303 ("E*TRADE").

1. Definitions.
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a. "E*TRADE Services" means E*TRADE's electronic brokerage

services and related products available at the E*TRADE Site.

b. "E*TRADE Site" means E*TRADE's web site located at

//http://www.etrade.com// (or any replacement or successor address).

c. "GeoCities Services" means GeoCities' on-line Internet content

and information services and related products available through the GeoCities
Site.

d. "GeoCities Site" means GeoCities' web site located at

//http://www.geocities.com// (or any replacement or successor address) and all
third party co-branded or mirrored addresses or sites thereof.

2. Co-Marketing Obligations.
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a. Scope. The parties shall undertake and perform the

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obligations for the marketing and promotion of the GeoCities Services along with
the E*TRADE Services on the GeoCities Site, to the extent specified in Exhibit A
attached hereto. All such promotional activity shall be subject to the prior
approval of both parties, such approval not to be unreasonably withheld.

b. Restrictions. Other than by engaging in the activities

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described in Section 2.a above and Exhibit A, GeoCities and its employees will
not (i) describe E*TRADE's brokerage services (other than disseminating or
posting promotional or advertising materials approved in each case by E*TRADE
pursuant to Section 3 below); (ii) recommend or endorse specific securities
(other than by disseminating publications or information prepared by third
parties that are responsible for such content); (iii) become involved in the
financial services offered by E*TRADE, including, without limitation, by: (A)
opening, maintaining, administering, or closing customer brokerage accounts with
E*TRADE; (B) soliciting, processing, or facilitating securities transactions
relating to customer brokerage accounts with E*TRADE; (C) extending credit to
any customer for the purpose of purchasing securities through, or carrying
securities with, E*TRADE; (D) answering E*TRADE customer inquiries or engaging
in negotiations involving brokerage accounts or securities transactions; (E)
accepting customer securities orders, selecting among broker-dealers or routing
orders to markets for E*TRADE execution; (F) handling funds or securities of
E*TRADE customers, or effecting clearance or settlement of customer securities
trades; or (G) resolving or attempting to resolve any problems, discrepancies,
or disputes involving E*TRADE customer accounts or related

transactions. GeoCities acknowledges that engaging in any of the above

activities may subject GeoCities to broker-dealer registration requirements
under the Securities Exchange Act of 1934 and applicable state law.

3. Licensed Marks.
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a. License to E*TRADE Marks. Subject to all the terms and

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conditions of this Agreement, E*TRADE hereby grants GeoCities a nonexclusive,
non-transferable, non-sublicensable license to use the E*TRADE Marks solely on
the GeoCities Site and solely in connection with the marketing and promotion of
the GeoCities Services and the E*TRADE Services. "E*TRADE Marks" shall mean
solely the E*TRADE name and logo specified in Exhibit B hereto; provided,
however, that E*TRADE, in its sole discretion from time to time, may change the
appearance and/or style of the E*TRADE Marks or add or subtract from the list in
Exhibit B, provided that, unless required earlier by a court order or to avoid
potential infringement liability, GeoCities shall have fourteen (14) days'
notice to implement any such changes. GeoCities hereby acknowledges and agrees
that (i) the E*TRADE Marks are owned solely and exclusively by E*TRADE, (ii)
except as set forth herein, GeoCities has no rights, title or interest in or to
the E*TRADE Marks and (iii) all use of the E*TRADE Marks by GeoCities shall
inure to the benefit of E*TRADE. GeoCities agrees not to apply for registration
of the E*TRADE Marks (or any mark confusingly similar thereto) anywhere in the
world. GeoCities agrees that it shall not engage, participate or otherwise
become involved in any activity or course of action that diminishes and/or
tarnishes the image and/or reputation of any E*TRADE Mark.

b. Use and Display of E*TRADE Marks. GeoCities acknowledges and

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agrees that the presentation and image of the E*TRADE Marks should be uniform
and consistent with respect to all services, activities and products associated
with the E*TRADE Marks. Accordingly, GeoCities agrees to use the E*TRADE Marks
solely in the manner which E*TRADE shall specify from time to time in E*TRADE's
sole discretion. All usage by GeoCities of the E*TRADE Marks shall include the
registered trademark symbol and shall be in the following form, as appropriate:
[E*TRADE Mark](R). All literature and materials printed, distributed or
electronically transmitted by GeoCities and containing the E*TRADE Marks shall
include the following notice:

[E*TRADE Mark] is a registered trademark

of E*TRADE Group, Inc.

4. Payment; Reports; Audit Rights.

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a. Payment and Reports. Subject to the terms and conditions

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of this Agreement, all payments made under this agreement shall made in
accordance with terms specified in Exhibit C attached hereto.

b. Audit Rights. All records relating to payment obligations

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hereunder, and inspection and audits thereof, shall be kept and made available
in accordance with terms specified in Exhibit C.

5. Ownership. Each party or their respective licensors and third

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party information and content providers retain all rights, title and interest in
and to all of the

information, content, data, designs, materials and all copyrights, patent rights
trademark rights and other proprietary rights thereto provided by it pursuant to
this Agreement. Except as expressly provided herein, no other right or license
with respect to any copyrights, patent rights, trademark rights or other
proprietary rights is granted under this Agreement. All rights not expressly
granted hereunder by a party are expressly reserved to such party and its
licensors and information and content providers.

6. Term and Termination.

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a. This Agreement shall commence on the Effective Date and

shall remain in full force and effect (unless terminated earlier as provided
below) for an initial term of one (1) year which shall be renewable for
additional one (1) year periods upon mutual agreement of the parties as to the
terms of renewal. E*TRADE shall have the right to terminate this Agreement for
any reason at any time after six (6) months after the Effective Date, upon sixty
(60) days' notice to GeoCities.

b. This Agreement may be terminated by a party for cause

immediately by written notice upon the occurrence of any of the following
events:
 i) If the other ceases to do business, or otherwise
terminates its business operations, except as a result of an assignment
permitted under Section 13.a below; or

ii) If the other shall fail to promptly secure or renew any

license, registration, permit, authorization or approval for the conduct of its
business in the manner contemplated by this Agreement or if any such license,
registration, permit, authorization or approval is revoked or suspended and not
reinstated within sixty (60) days; or

iii) If the other materially breaches any material provision

of this Agreement and fails to cure substantially such breach within thirty (30)
days of written notice describing the breach; or

iv) Effective immediately and without notice if the other

becomes insolvent or seeks protection under any bankruptcy, receivership, trust
deed, creditors arrangement, composition or comparable proceeding, or if any
such proceeding is instituted against the other (and not dismissed within ninety
(90) days).

c. Survival. Sections 4.b and 5 through and including 13,

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any accrued payment obligations and, except as otherwise expressly provided
herein, any right of action for breach of this Agreement prior to termination
shall survive any termination of this Agreement. Furthermore, upon termination
or expiration of this Agreement, the licenses and obligations in Sections 2 and
3 shall cease.

7. Warranty Disclaimer. NEITHER PARTY MAKES ANY WARRANTIES TO ANY

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PERSON OR ENTITY WITH RESPECT TO ANY INFORMATION, CONTENT OR OTHER MATERIALS
PROVIDED OR MADE AVAILABLE BY IT HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification. Each party (the "Indemnitor") shall defend or

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settle at its expense a claim or suit against the other party (the
"Indemnitee"), its sublicensees, distributors, and end users arising out of or
in connection with an assertion that the information, content or other materials
or services provided or made available by the Indemnitor or the use thereof as
specifically authorized by the Indemnitor, infringe any patent, copyright or
trademark rights of any third party, or are a misappropriation of any third
party's trade secret, or contain any libelous, defamatory, disparaging,
pornographic or obscene materials. The Indemnitor shall indemnify and hold
harmless the Indemnitee against and from damages, costs, and attorneys' fees, if
any, incurred in defending and/or resolving such claim or suit; provided that
(a) the Indemnitor is promptly notified in writing of such claim or suit, (b)
the Indemnitor shall have the sole control of the defense and/or settlement
thereof, (c) the Indemnitee furnishes to the Indemnitor, on request, information
available to the Indemnitee for such defense, and (d) the Indemnitee cooperates
in any defense and/or settlement thereof as long as the Indemnitor pays all of
the Indemnitee's reasonable out of pocket expenses and attorneys' fees. The
Indemnitee shall not admit any such claim without prior consent of the
Indemnitor and the Indemnitor shall not enter into any settlement or compromise
which would require the Indemnitee to make any payment or bear any obligation
other than those set forth herein without the Indemnitee's prior written
consent.

9. Limited Liability. EXCEPT AS OTHERWISE PROVIDED BELOW, AND

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NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY
SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT OR UNDER
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY AMOUNT IN EXCESS OF THE AMOUNTS IN
AGGREGATE PAID TO IT (IN THE CASE OF GEOCITIES) OR (IN THE CASE OF E*TRADE) PAID
OR OWED BY IT HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE
THE CLAIM OR CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY AROSE. THE
LIMITATIONS IN THIS SECTION 9 SHALL NOT APPLY TO ANY BREACH OF SECTION 10 OR TO
EITHER PARTY'S OBLIGATIONS OF INDEMNITY UNDER SECTION 8.

10. Confidential Information.

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

a. Each party ("Receiving Party") agrees to keep confidential

and not disclose or use except in performance of its obligations under this
Agreement, confidential or proprietary information related to the other party's
("Disclosing Party") technology or business that the Receiving Party learns in
connection with this Agreement and any other information received from the
other, including without limitation, to the extent previously, currently or
subsequently disclosed to the Receiving Party hereunder or otherwise:
information relating to products or technology of the Disclosing Party or the
properties, composition, structure, use or processing thereof, or systems
therefor, or to the Disclosing Party's business (including, without limitation,
computer programs, code, algorithms, schematics, data, know-how, processes,
ideas,

inventions (whether patentable or not), names and expertise of employees and

consultants, all information relating to customers and customer transactions and
other technical, business, financial, customer and product development plans,
forecasts, strategies and information), all of the foregoing, "Confidential
Information"). Neither party shall disclose the terms of this Agreement to any
third party without the prior written consent of the other party. Each party
shall use reasonable precautions to protect the other's Confidential Information
and employ at least those precautions that such party employs to protect its own
confidential or proprietary information. "Confidential Information" shall not
include information the Receiving Party can document (a) is in or (through no
improper action or inaction by the Receiving Party or any affiliate, agent or
employee) enters the public domain (and is readily available without substantial
effort), or (b) was rightfully in its possession or known by it prior to receipt
from the Disclosing Party, or (c) was rightfully disclosed to it by another
person without restriction, or (d) was independently developed by it by persons
without access to such information and without use of any Confidential
Information of the Disclosing Party. Each party, with prior written notice to
the Disclosing Party, may disclose such Confidential Information to the minimum
extent possible 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, provided that reasonable measures are taken to guard against further
disclosure, including without limitation, seeking appropriate confidential
treatment or a protective order, or assisting the other party to do so.

b. The Receiving Party acknowledges and agrees that due to

the unique nature of the Disclosing Party's Confidential Information, there can
be no adequate remedy at law for any breach of its obligations hereunder, that
any such breach may allow the Receiving Party or third parties to unfairly
compete with the Disclosing Party resulting in irreparable harm to the
Disclosing Party, and therefore, that upon any such breach or any threat
thereof, the Disclosing Party shall be entitled to seek appropriate equitable
relief in addition to whatever remedies it might have at law and to be
indemnified by the Receiving Party from any loss or harm, including, without
limitation, lost profits and attorney's fees, in connection with any breach or
enforcement of the Receiving Party's obligations hereunder or the unauthorized
use or release of any such Confidential Information. The Receiving Party will
notify the Disclosing Party in writing immediately upon the occurrence of any
such unauthorized release or other breach. Any breach of this Section 10 will
constitute a material breach of this Agreement.

11. Relationship of Parties. The parties hereto expressly understand

-----------------------
and agree that each party is an independent contractor in the performance of
each and every part of this Agreement, is solely responsible for all of its
employees and agents and its labor costs and expenses arising in connection
therewith. Neither party nor its agents or employees are the representatives of
the other party for any purpose and neither party has the power or authority as
agent, employee or any other capacity to represent, act for, bind or otherwise
create or assume any obligation on behalf of the other party for any purpose
whatsoever.

12. Notices. Notices under this Agreement shall be sufficient only

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if personally delivered, delivered by a major commercial rapid delivery courier
service or mailed, postage or charges prepaid, by certified or registered mail,
return receipt requested to a party at its addresses set forth on the first page
above or as amended by notice pursuant to this Section. If

not received sooner, notice by mail shall be deemed received five (5) days after
deposit in the U.S. mails.

13. Miscellaneous.
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a. Prohibition Against Assignment. Neither this Agreement

------------------------------
nor any rights, licenses or obligations hereunder, may be assigned by either
party without the prior written approval of the non-assigning party.
Notwithstanding the foregoing, either party may assign this Agreement to any
acquiror of all or of substantially all of such party's equity securities,
assets or business relating to the subject matter of this Agreement. Any
attempted assignment in violation of this Section will be void and without
effect. Subject to the foregoing, this Agreement will benefit and bind the
parties' successors and assigns.

b. Applicable Law; Attorneys' Fees. This Agreement shall be

-------------------------------
governed by and construed in accordance with the laws of the State of California
without reference to conflict of law principles thereof. In any action to
enforce this Agreement the prevailing party will be entitled to costs and
attorneys' fees.

c. Entire Agreement. This Agreement constitutes the entire

----------------
agreement between the parties with respect to the subject matter hereof and
supersedes all prior discussions, documents, agreements and prior course of
dealing, and shall not be effective until signed by both parties.

d. Amendment and Waiver. Except as otherwise expressly

--------------------
provided herein, any provision of this Agreement may be amended or modified and
the observance of any provision of this Agreement may be waived (either
generally or any particular instance and either retroactively or prospectively)
only with the written consent of the parties. The failure of either party to
enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights.

e. Severability. In the event that any of the provisions of

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this Agreement shall be held by a court or other tribunal of competent
jurisdiction to be unenforceable, such provisions shall be limited or eliminated
to the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable.

f. Publicity. Any press releases in connection with this

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Agreement shall be subject to the prior written mutual approval of the parties.

g. Counterparts. This Agreement may be executed in counterparts,

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each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.

h. Third Party Beneficiaries. E*TRADE's third party licensors

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and information providers are intended beneficiaries of this Agreement.

i. Headings. Headings and captions are for convenience only

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and are not to be used in the interpretation of this Agreement.

j. Force Majeure. A party shall not be liable for

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nonperformance or delay in performance (other than of obligations regarding
payment of money or confidentiality) caused by any event reasonably beyond the
control of such party including, but not limited to wars, hostilities,
revolutions, riots, civil commotion, national emergency, strikes, lock-outs,
unavailability of supplies, epidemics, fire, flood, earthquake, force of nature,
explosion, embargo, or any other Act of God, or any law, proclamation,
regulation, ordinance, or other act or order of any court, government or
governmental agency.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

Effective Date. All signed copies of this Agreement shall be deemed originals.

GEOCITIES

By: /s/ Michael Barrett

Name: Michael Barrett

Title: VP Sales

E*TRADE GROUP, INC.

By: /s/ E*TRADE

Title: SVP.
 INTERCEPT
GENERAL MARKETING AGENT AGREEMENT

INTERCEPT SYSTEMS, INC., a Georgia Corporation ("Servicer") and the undersigned

("Agent"), in consideration of their obligations in this Agreement and intending
to be legally bound, agree as follows:

1. Definitions: For purposes of this Agreement:

a. "End-User" shall mean, an end-user bank or savings bank that meets the
qualifications and criteria applicable to such offering establishment by
servicer for solicitation by Agent from time to time.
b. "Master Electronic Funds Transfer Services Agreement" shall mean the
contract in the form, and containing the terms and conditions (including
price and payment terms), established by Servicer from time to time for the
electronic funds transfer ("EFT") services provided to an End-User.
c. A Master Electronic Funds Transfer Services Agreement shall be "obtained
from an End-User" if, and only if, (1) the End-User is located within the
Territory; and (2) the Master Electronic Funds Transfer Services Agreement
has been executed by an authorized representative of the End-User.
d. "Territory" shall mean the states or locations identified on Exhibit "A"
hereto.
e. "Term" shall mean that period commencing on the date hereof and lasting for
a period of twelve complete months and any subsequent twelve month renewal
period.

2. Appointment: Subject to the terms of this Agreement, Servicer engages

Agent to solicit End-Users to enter into Master Electronic Funds Transfer
Services Agreements with Servicer for Its EFT services. Agent may solicit End-
Users only with respect to their proposed installation and use of the EFT
services in the Territory. Servicer reserves the right, to change the terms and
conditions of its Master Electronic Funds Transfer Services Agreement at any
time, and Servicer agrees to provide 30 days notice to Agent of any substantive
change. Agent acknowledges that this Agreement does not confer on Agent
exclusive rights in any other territory. Agent represents and warrants to
Servicer that it has the authority to enter into this Agreement and to perform
its terms fully.

3. Nature of Relationship: Agent shall be an independent contractor. Nothing

in this Agreement shall be construed to create any other relationship. Agent is
hereby advised that, as an independent contractor, it has certain
responsibilities under the federal and state tax laws.

4. Responsibilities of Agent: The duties of Agent shall be to:

a. Use its best efforts to solicit End-Users to enter into Master Electronic
Transfer Services Agreement;
b. Conduct its business so as to maintain and increase the goodwill and
reputation of Servicer;
c. Pay all expenses incurred by Agent in the performance of its duties under
this Agreement, including (1) dues and fees for membership in any local,
state, or national trade association or attendance at seminars or
conventions; (2) local and long distance transportation expenses; and (3)
expenses in connection with the solicitation of End-Users and the operation
of Agent's business, including telephone, delivery, entertainment, and
promotional expenses; and
d. Use only promotional material mutually agreed upon for purposes of
promotion of the Servicer's business.

5. Limits of Authority: Agent shall not, without prior written approval from
an authorized representative of Servicer, take any of the following actions:
a. Incur any expense or obligation in the name of the Servicer;
b. Disseminate any printed material regarding the Licensed Products or
Servicer's business; or
c. Use Servicer's advertising and promotional guidelines.

6. Payment of Commissions: Agent shall be compensated by Servicer for its EFT

services solely on the basis of commissions earned on any Master Electronic
Funds Transfer Services Agreements for End-Users located within the Territory.
Commissions shall be set forth in a Commission Schedule attached hereto as
Exhibit "B". The payment of any commissions to Agent shall be subject to all of
the terms and conditions of this Agreement.
<PAGE>

7. Statements: Servicer shall mail Agent a monthly statement showing

commissions earned. At no time shall Servicer be obligated to reimburse Agent
for any expenses unless it agrees to do so in writing.

8. Sales Support: Servicer shall provide sales support to agent including

promotional materials and sales representative in Territory as reasonably
required by agent.

9. Voluntary Termination: Prior to completion of the initial Term or any

renewal Term, either Servicer or Agent may terminate this agreement at any time
without cause by giving the other party one hundred twenty days prior written
notice. The payment of commissions shall continue through the term of any
Master Electronic Funds Transfer Service Agreement entered into pursuant to this
Agreement between Servicer and an End-User in the event of any termination other
than involuntary termination by either party.

10. Involuntary Termination: Either party may terminate this Agreement

immediately, without notice to either party for just cause. A termination shall
be deemed "for just cause" if the other party:

a. Breaches any provision of this Agreement;

b. Violates any law or regulation; or
c. Commits any willful or dishonest act that could injure the other party.

11. Confidentiality: Agent acknowledges that Servicer has a proprietary

interest in the association of its agents and personnel and the business of the
customers with whom such agents and personnel interact. Accordingly, Agent
shall provide Servicer with the full benefit of all work and contacts relevant
to the business of Servicer throughout the term of this Agreement. Agent shall
maintain in strict confidence, and shall not use or disclose except to its
regulatory authorities, as required by law or legal process, and as required to
perform its duties for Servicer, all Trade Secrets of Servicer. This obligation
shall apply during and after the term of this Agreement for so long as the
pertinent information or data remain Trade Secrets, and shall apply regardless
of whether the Trade Secrets are in written or tangible form. For purposes of
this Agreement, a Trade Secret is defined to consist of legally protected rights
in confidential information. Without limiting the generality of the foregoing,
Trade Secrets of Servicer include nonpublic information regarding the Servicer,
account invoices, training and educational manuals, administrative manuals, and
prospective customer leads developed by Servicer regardless of whether computer
or electronically accessible "on-line". However, Trade Secrets do not include
information Agent possesses or acquires independently of Agent's activities or
duties as an agent of Servicer. The foregoing obligation shall continue to
apply for two years after termination of this Agreement.

12. Return of Materials: Upon the request of Servicer and, in any event, upon
the termination of Agent's engagement, Agent shall deliver to Servicer all
memoranda, notes, records, drawings, manuals, disks, or other documents and
media pertaining to Servicer's business or Agent's activities or duties as a
Servicer agent, including all copies, extracts, summaries, and analyses thereof.
This obligation shall not apply to publicity distributed documentation, or
internal business or personal records of Agent's own creation that do not
contain Servicer Trade Secrets.
13. Remedies: In the event of any breach by either party identified in Section
10 of this Agreement, the resulting injuries to the other party would be
difficult or impossible to estimate accurately, but it is certain that injury or
damages will result to the business of the other party. Both parties agree
that, in the event of any such breach, the non-breaching party shall be
entitled, in addition to any available legal or equitable remedies or damages,
to an injunction to restrain the violation or anticipated violation thereof.
Should the non-breaching party have any basis to seek such legal or equitable
action, the breaching party shall pay any and all attorney fees and court costs
that the other party may incur. The non-breaching party's rights under this
section shall be in addition to every other remedy (equitable, statutory, legal
or contractual) to which the non-breaching party may be entitled.

14. Miscellaneous: No assignment by Agent or Servicer of this Agreement or any

commissions due hereunder shall be valid unless approved in advance by an
authorized officer of Servicer or Agent, as the case may be. No modification or
waiver of any provision of this Agreement shall be binding on Servicer unless
made in writing and signed by an authorized officer of Servicer. This Agreement
is governed by the laws of the State of Georgia as it

2
<PAGE>

applies to a contract executed, delivered, and performed in such state. This

Agreement supersedes and replaces any agreement previously entered into between
Agent and Servicer. Servicer's failure to enforce any provision of this
Agreement shall not constitute a waiver of any provision of this Agreement. The
provisions of this Agreement shall be deemed severable. In the event that any
provision of this Agreement is determined to be unenforceable or invalid, such
provision shall nonetheless be enforced to the fullest extent permitted by
applicable law, and such determination shall not affect the validity and
enforceability of any other remaining provisions of this Agreement. This
Agreement, together with all schedules attached hereto and all writings
incorporated herein by reference, constitutes the entire agreement between Agent
and Servicer with respect to the subject matter of this Agreement.

SERVICER: INTERCEPT AGENT:

By:_________________________________________ By:___________________________

Title: President and CEO Title:

Date: Date:

3
<PAGE>

EXHIBIT A
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[Territory]

EXHIBIT B
---------
[Commission Schedule]

4
 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.

LAS VEGAS SANDS, INC.

By: /s/ W.P. Weidman

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

BLATTEIS REALTY CO.

By: /s/ Daniel J. Blatteis

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

<PAGE>

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,

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<PAGE>

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.

LANDLORD: BROKER:

LAS VEGAS SANDS, INC., a Nevada BLATTEIS REALTY CO., a California

corporation corporation

By: /s/ Robert G. Goldstein By: /s/ Daniel J. Blatteis

-------------------------- ----------------------------
Its: Senior Vice President Its: Co-Chairman
--------------------- -----------------------

-4-
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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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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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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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:

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<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

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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.

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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.

10