TRANSGENOMIC INC
EX-10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a2093216zex-10_3.txt
<DESCRIPTION>EX-10.3
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                                                                    EXHIBIT 10.3

[THE ROYAL BANK OF SCOTLAND PLC LOGO]           Standard Security Guidance Notes

                                STANDARD SECURITY
                                     COMPANY


                                     COMPANY


                                STANDARD SECURITY

                                       BY
                                CRUACHEM LIMITED
                                  IN FAVOUR OF
                         THE ROYAL BANK OF SCOTLAND PLC


                 SECURITY SUBJECTS: 4 Fountain Avenue, Inchinnan


                                     DATED:

                                    RECORDED:

                                   REGISTERED:


                     SOLICITORS: MESSRS. CARRUTHERS GEMMILL,
                                 81 BATH STREET,
                                 GLASGOW. G2 2EH

May 2000                                                                     (1)
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[THE ROYAL BANK OF SCOTLAND PLC LOGO]           Standard Security Guidance Notes
                                                               1.

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE
SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. THIS DOCUMENT SECURES ALL
SUMS DUE OR TO BECOME DUE TO THE BANK BY THE OBLIGANT. IF YOU SIGN AND THE BANK
IS NOT PAID YOU MAY LOSE THE ASSET(S) CHARGED.

WE, CRUACHEM LIMITED, (Company Number: SC93984) incorporated under the Companies
Acts and having our Registered Office at Todd Campus West of Scotland Science
Park, Acre Road, Glasgow (hereinafter referred to as "the Obligant") hereby
undertake to pay to THE ROYAL BANK OF SCOTLAND plc (hereinafter referred to as
"the Bank", which expression includes its successors and assignees whomsoever)
on demand all sums of principal, interest and charges which are now and which
may at any time hereafter become due to the Bank by the Obligant whether solely
or jointly with any other person, corporation, firm or other body and whether as
principal or surety;

DECLARING THAT;

(1)  the interest hereinbefore referred to shall be at the rate(s) agreed
     between the Bank and the Obligant or (failing such agreement) determined by
     the Bank and shall be payable at such dates as may be so agreed or
     determined by the Bank;

(2)  if there shall be any breach of the obligations contained or referred to in
     this document the Bank shall (without prejudice to all other rights and
     powers available to it) be entitled, without notice to the Obligant, to
     withhold further banking facilities from the Obligant and to return without
     making payment thereof, Cheques, Bills of Exchange, Direct Debits and other
     like documents drawn on the Bank by the Obligant or otherwise bearing to be
     payable by the Bank to the Obligant's order;

(3)  if the Bank receives notice of any subsequent charge or other interest
     affecting all or any part of the security subjects as hereinafter defined
     the Bank may open a new account or accounts with the Obligant and, if or
     insofar as the Bank does not open a new account or accounts, it shall
     nevertheless be treated as if it had done so at the time when it received
     such notice and as and from that time all payments made by the Obligant to
     the Bank shall, notwithstanding any instructions by the Obligant to the
     contrary, be credited or treated as having been credited to the new account
     or accounts and shall not operate to reduce the amount due from the
     Obligant to the Bank at the time when it received the notice;

(4)  the sums due by the Obligant shall be conclusively ascertained by a
     statement under the hand of an official or manager of the Bank;

(5)  the Bank may (without releasing, modifying, rendering unenforceable or
     otherwise prejudicing the security and liabilities hereby constituted,
     except insofar as the Bank expressly so agrees) allow any person(s) any
     time or indulgence or enter into, renew, vary or end any arrangement,
     security or guarantee with any person(s);

(6)  if the Obligant is liable under this document for the debts of another the
     Obligant shall not in competition with or in priority to the Bank make any
     claim against that other nor take or share in or enforce any security in
     respect of such debts, until such debts have been paid to the Bank in full,
     nor shall such liability be affected by the existence of any other security
     or guarantee nor by any other security or guarantee being or becoming void
     or unenforceable; and the Bank may place to the credit of a suspense
     account for so long as it considers desirable any moneys received in
     respect of such debts without any obligation to apply them towards payment
     of such debts; and in applying moneys towards payment of such debts the
     Bank may appropriate them towards such part(s) of the debts as it thinks
     fit.

For which sums the Obligant hereby grants a Standard Security in favour of the
Bank over ALL and WHOLE the subjects known as Four Fountain Avenue, Inchinnan,
which subjects are registered under Title Number: REN 100891 in the Land
Register of Scotland which subjects hereinbefore described are herein referred
to as "the security subjects";

May 2000                                                                     (2)
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[THE ROYAL BANK OF SCOTLAND PLC LOGO]           Standard Security Guidance Notes

The Standard Conditions specified in Schedule 3 to the Conveyancing and Feudal
Reform (Scotland) Act 1970, and any lawful variation thereof operative for the
time being, shall apply;

And the Standard Conditions shall be varied to the effect that

(FIRST)   The Definitions in the said Schedule 3 shall have the effect also for
          the purposes of the following variations;

(SECOND)  The insurance to be effected in terms of Standard Condition 5(a) shall
          provide cover to the extent of the reinstatement value of the security
          subjects and not the market value thereof;

(THIRD)   All policies of insurance affording cover in respect of the security
          subjects shall be disclosed to the Bank by the debtor in order that
          they may be written or endorsed for the interests of the Bank and the
          debtor as the Bank may require and shall in other respects be deemed
          for the purpose of this Standard Security to have been effected under
          Standard Condition 5(a). All rights and claims under policies effected
          or deemed to have been effected under Standard Condition 5(a) are
          hereby assigned by the debtor to the Bank and all moneys becoming
          payable under any such policies shall be applied in making good the
          loss or damage in respect of which such moneys become payable or, if
          the Bank so requires, in or towards the discharge of the sums secured
          by this Standard Security;

(FOURTH)  It shall be an obligation on the debtor not to create or agree to
          create a subsequent security over the security subjects or any part
          thereof or convey or assign the same or any part thereof or make
          directly or indirectly any application for planning permission in
          relation to the security subjects or any part thereof or make
          application for an improvement grant or other grant in respect of the
          security subjects or any part thereof, without the prior consent in
          writing of the Bank in each case which consent if granted may be so
          granted subject to such conditions as the Bank may see fit to impose;

(FIFTH)   If the Bank shall enter into possession of the security subjects the
          Bank shall be entitled (if it thinks fit) at the expense and risk of
          the debtor to remove, store, sell or otherwise deal with any
          furniture, goods, equipment or other moveable property left in or upon
          the security subjects and not removed within fourteen days of the Bank
          entering into possession, without the Bank being liable for any loss
          or damage occasioned by the exercise of this power. The Bank shall
          however be subject to an obligation to account for the proceeds of any
          such sale after deducting all expenses incurred by the Bank in
          relation to such furniture, goods, equipment or other moveable
          property.

If the warrandice is subject to
a prior security or there is
any other qualification of
absolute warrandice insert
before the warrandice
"subject to................." and give
details.

May 2000                                                                     (3)
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[THE ROYAL BANK OF SCOTLAND PLC LOGO]           Standard Security Guidance Notes
                                                                              4.

The Obligant grants warrandice: And the Obligant consents to registration of
these presents and of the said statement for execution: IN WITNESS WHEREOF these
presents consisting of this and the preceding pages are subscribed on behalf of
the Obligant

At GLASGOW

on the  13th day of

AUGUST 2002


/s/ John Ackroyd
---------------------------
Director

/s/ Douglas Walker
---------------------------
Secretary


REGISTER on behalf of the within named THE ROYAL BANK OF SCOTLAND plc in the
REGISTER of the COUNTY of

                                                            Agents

May 2000                                                                     (4)

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