Re: Secured Convertible Termrrowing Note

Exhibit 10.2

March 24, 2005

Via Telecopier (402) 452-5401

Transgenomic, Inc.

12325 Emmet Street

Omaha, Nebraska 68164

Attention: Chief Financial Officer

Re: Secured Convertible Termrrowing Note

Dear Mr. Summers:

Reference is hereby made to that certain Secured Convertible Term Note dated February 19, 2004 as amended dated April 15, 2004 made by Laurus Master Fund, Ltd. (“Laurus”) to Transgenomic, Inc. (the “Company”) (as amended, modified or supplemented from time to time, the “Note”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Note.

Laurus and the Company hereby agree that notwithstanding the Fixed Conversion Price of $1.00 per share that is currently in effect