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Exhibit 10.10    
    


 
 

MASTER SECURITY AGREEMENT
  dated as of October 3, 2001 ("Agreement")    
    


        THIS AGREEMENT is between General Electric Capital Corporation (together with its
successors and assigns, if any, "Secured Party") and Beyond Genomics, Inc. ("Debtor"). Secured
Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06856. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor's mailing address and chief place of
business is 40 Bear Hill Road, Waltham, MA 02451 


	1.
	CREATION
OF SECURITY INTEREST. 



        Debtor
grants to Secured Party, its successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a
part of this Agreement ("Collateral Schedule"), and in and against all additions, attachments, accessories and accessions to such property, all
substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the  "Collateral"). This security interest is
given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of
Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral
Schedule (collectively "Notes" and each a "Note"), and any renewals, extensions and modifications of
such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "Indebtedness"). Unless otherwise provided by
applicable law, notwithstanding anything to the contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral
("PMSI Collateral"): (i) the PMSI Collateral shall secure only that portion of the Indebtedness which has been advanced by Secured Party to
enable Debtor to purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI Indebtedness"), and (ii) no other Collateral shall
secure the PMSI Indebtedness. 


	2.
	REPRESENTATIONS,
WARRANTIES AND COVENANTS OF DEBTOR. 



        Debtor
represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that: 


        (a)   Debtor's
exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, duly organized, existing and in good standing under the laws
of the State set forth in the preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations; 


        (b)   Debtor
has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in
connection with, any of the Indebtedness (all of the foregoing are called the "Debt Documents"); 


        (c)   This
Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in
accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; 


        (d)   No
approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by Debtor
of any of the Debt Documents, except any already obtained; 


        (e)   The
entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or
regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or
encumbrance on any of Debtor's property (except 










for
liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party; 


        (f)    There
are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the
aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any
such suits or proceedings are threatened; 


        (g)   All
financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles,
and since the date of the most recent financial statement, there has been no material adverse change in Debtors financial condition; 


        (h)   The
Collateral is not, and will not be, used by Debtor for personal, family or household purposes; 


        (i)    The
Collateral is, and will remain, in good condition and repair and Debtor will not be negligent in its care and use; 


        (j)    Debtor
is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest
described in this Agreement; and 


        (k)   The
Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party,
(ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the
Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of
such liens are called "Permitted Liens"). 


	3.
	COLLATERAL.




        (a)   Until
the declaration of any default, Debtor shall remain in possession of the Collateral; except that Secured Party shall have the right to possess (i) any
chattel paper or instrument that constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party's security interest may be perfected only by possession. Secured
Party may inspect any of the Collateral during normal business hours after giving Debtor reasonable prior notice. If Secured Party asks, Debtor will promptly notify Secured Party in writing of the
location of any Collateral. 


        (b)   Debtor
shall (i) use the Collateral only in its trade or business, (ii) maintain all of the Collateral in good operating order and repair, normal wear and
tear excepted, (iii) use and maintain the Collateral only in compliance with manufacturers recommendations and all applicable laws, and (iv) keep all of the Collateral free and clear of
all liens, claims and encumbrances (except for Permitted Liens). 


        (c)   Secured
Party does not authorize and Debtor agrees it shall not (i) part with possession of any of the Collateral (except to Secured Party or for maintenance and
repair), (ii) remove any of the Collateral from the continental United States, or (iii) sell, rent, lease, mortgage, license, grant a security interest in or otherwise transfer or
encumber (except for Permitted Liens) any of the Collateral. 


        (d)   Debtor
shall pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, or on
this Agreement or any of the other Debt Documents. At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and
may pay for the maintenance, insurance and preservation of the Collateral and effect compliance with the terms of this Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured
Party, on demand, all costs and expenses incurred by Secured Party in connection with such payment or performance and agrees that such reimbursement obligation shall constitute Indebtedness. 










        (e)   Debtor
shall, at all times, keep accurate and complete records of the Collateral, and Secured Party shall have the right to inspect and make copies of all of Debtor's
books and records relating to the Collateral during normal business hours, after giving Debtor reasonable prior notice. 


        (f)    Debtor
agrees and acknowledges that any third person who may at any time possess all or any portion of the Collateral shall be deemed to hold, and shall hold, the
Collateral as the agent of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any third person described in the preceding sentence that such third person is holding
the Collateral as the agent of, and as pledge holder for, the Secured Party. 


	4.
	INSURANCE.




        (a)   Debtor
shall at all times bear the entire risk of any loss, theft, damage to, or destruction of, any of the Collateral from any cause whatsoever. 


        (b)   Debtor
agrees to keep the Collateral insured against loss or damage by fire and extended coverage perils, theft, burglary, and for any or all Collateral which are
vehicles, for risk of loss by collision, and if requested by Secured Party, against such other risks as Secured Party may reasonably require. The insurance coverage shall be in an amount no less than
the full replacement value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to Secured Party. Debtor shall deliver to Secured Party policies or certificates of
insurance evidencing such coverage. Each policy shall name Secured Party as a loss payee, shall provide for coverage to Secured Party regardless of the breach by Debtor of any warranty or
representation made therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled or altered by the insurer except upon thirty (30) days prior
written notice to Secured Party. Debtor appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to receive
payment of and execute or endorse all documents, checks or drafts in connection with insurance payments. Secured Party shall not act as Debtor's attorney-in-fact unless Debtor
is in default. Proceeds of insurance shall be applied, at the option of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness. 


	5.
	REPORTS.




        (a)   Debtor
shall promptly notify Secured Party of (i) any change in the name of Debtor, (ii) any change in the state of its incorporation or registration,
(iii) any relocation of its chief executive offices, (iv) any relocation of any of the Collateral, (v) any of the Collateral being lost, stolen, missing, destroyed, materially
damaged or worn out, or (vi) any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of the Collateral. 



        (b)   Debtor
will deliver to Secured Party Debtor's complete financial statements, certified by a recognized firm of certified public accountants, within ninety
(90) days of the close of each fiscal year of Debtor. If Secured Party requests, Debtor will deliver to Secured Party copies of Debtor's quarterly financial reports certified by Debtor's chief
financial officer, within ninety (90) days after the close of each of Debtor's fiscal quarter. Debtor will deliver to Secured Party copies of all Forms 10-K and 10-Q, if
any, within 30 days after the dates on which they are filed with the Securities and Exchange Commission. 


	6.
	FURTHER
ASSURANCES. 





        (a)   Debtor
shall, upon request of Secured Party, furnish to Secured Party such further information, execute and deliver to Secured Party such documents and instruments
(including, without limitation, Uniform Commercial Code financing statements) and shall do such other acts and things as Secured Party may at any time reasonably request relating to the perfection or
protection of the security interest created by this Agreement or for the purpose of carrying out the intent of this Agreement. Without limiting the foregoing, Debtor shall cooperate and do all acts
deemed necessary or advisable by Secured Party to continue in Secured Party a perfected first security interest in the Collateral, and shall obtain and furnish to Secured Party any subordinations,
releases, landlord waivers, 








lessor
waivers, mortgagee waivers, or control agreements, and similar documents as may be from time to time requested by, and in form and substance satisfactory to, Secured Party. 


        (b)   Debtor
authorizes Secured Party to file a financing statement and amendments thereto describing the Collateral and containing any other information required by
the applicable Uniform Commercial Code. Debtor irrevocably grants to Secured Party the power to sign Debtor's name and generally to act on behalf of Debtor to execute and file applications for title,
transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral; this power is coupled with Secured Party's interest in the Collateral. Debtor
shall, if any certificate of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to Secured Party such certificate showing the lien of this Agreement with
respect to the Collateral. Debtor ratifies its prior authorization for Secured Party to file financing statements and amendments thereto describing the Collateral and containing any other information
required by the Uniform Commercial Code if filed prior to the date hereof. 


        (c)   Debtor
shall indemnify and defend the Secured Party, its successors and assigns, and their respective directors, officers and employees, from and against all claims,
actions and suits (including, without limitation, related attorneys' fees) of any kind whatsoever arising, directly or indirectly, in connection with any of the Collateral. 


	7.
	DEFAULT
AND REMEDIES. 



        (a)   Debtor
shall be in default under this Agreement and each of the other Debt Documents if: 



          (i)  Debtor
breaches its obligation to pay when due any installment or other amount due or coming due under any of the Debt Documents; 



         (ii)  Debtor,
without the prior written consent of Secured Party, attempts to or does sell, rent, lease, license, mortgage, grant a security interest in, or otherwise
transfer or encumber (except for Permitted Liens) any of the Collateral; 


        (iii)  Debtor
breaches any of its insurance obligations under Section 4; 


        (iv)  Debtor
breaches any of its other obligations under any of the Debt Documents and fails to cure that breach within thirty (30) days after written notice from
Secured Party; 


         (v)  Any
warranty, representation or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or
misleading in any material respect; 


        (vi)  Any
of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative
proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy,
seizure or confiscation and no bond is posted or protective order obtained to negate such risk; 


       (vii)  Debtor
breaches or is in default under any other agreement between Debtor and Secured Party; 


      (viii)  Debtor
or any guarantor or other obligor for any of the Indebtedness (collectively "Guarantor") dissolves, terminates
its existence, becomes insolvent or ceases to do business as a going concern; 


        (ix)  If
Debtor or any Guarantor is a natural person. Debtor or any such Guarantor dies or becomes incompetent; 



         (x)  A
receiver is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors; 












        (xi)  Debtor
or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or any such petition is filed against Debtor or any Guarantor and is not
dismissed within forty-five (45) days; or 


       (xii)  Debtor's
improper filing of an amendment or termination statement relating to a filed financing statement describing the Collateral. 




        (b)   If
Debtor is in default, the Secured Party, at its option, may declare any or all of the Indebtedness to be immediately due and payable without demand or notice to
Debtor or any Guarantor. The accelerated obligations and liabilities shall bear interest (both before and after any judgment) until paid in full at the lower of eighteen percent (18%) per annum or the
maximum rate not prohibited by applicable law. 


        (c)   After
default, Secured Party shall have all of the rights and remedies of a Secured Party under the Uniform Commercial Code, and under any other applicable law. Without
limiting the foregoing, Secured Party shall have the right to (i) notify any account debtor of Debtor or any obligor on any instrument which constitutes part of the Collateral to make payment
to the Secured Party, (ii) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the
premises, (iii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, or (iv) lease or otherwise dispose of all or part
of the Collateral, applying proceeds from such disposition to the obligations then in default. If requested by Secured Party, Debtor shall promptly assemble the Collateral and make it available to
Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Secured Party may also render any or all of the Collateral unusable at the Debtor's premises
and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Secured Party is required to give to Debtor under the Uniform Commercial Code of the time and
place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given
to the last known address of Debtor at least five (5) days prior to such action. 



        (d)   Proceeds
from any sale or lease or other disposition shall be applied: first, to all costs of repossession, storage, and disposition including without limitation
attorneys', appraisers', and auctioneers' fees; second, to discharge the obligations then in default; third, to discharge any other Indebtedness of Debtor to Secured Party, whether as obligor,
endorser, guarantor, surety or indemnitor; fourth, to expenses incurred in paying or settling liens and claims against the Collateral; and lastly, to Debtor, if there exists any surplus. Debtor shall
remain fully liable for any deficiency. 


        (e)   Debtor
agrees to pay all reasonable attorneys' fees and other costs incurred by Secured Party in connection with the enforcement, assertion, defense or preservation of
Secured Party's rights and remedies under this Agreement, or if prohibited by law, such lesser sum as may be permitted. Debtor further agrees that such fees and costs shall constitute indebtedness. 


        (f)    Secured
Party's rights and remedies under this Agreement or otherwise arising are cumulative and may be exercised singularly or concurrently. Neither the failure nor any
delay on the part of the Secured Party to exercise any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise of that or any other right, power or privilege. SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY
OTHER AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY SECURED PARTY. A waiver on any one occasion shall not be construed as a bar to or waiver
of any right or remedy on any future occasion. 


        (g)   DEBTOR
AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. ANY OF THE OTHER
DEBT DOCUMENTS, ANY OF THE 










INDEBTEDNESS
SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS. AND/OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS
WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 


	8.
	MISCELLANEOUS.




        (a)   This
Agreement, any Note and/or any of the other Debt Documents may be assigned, in whole or in part, by Secured Party without notice to Debtor, and Debtor agrees not to
assert against any such assignee, or assignee's assigns, any defense, set-off, recoupment claim or counterclaim which Debtor has or may at any time have against Secured Party for any
reason whatsoever. Debtor agrees that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all amounts payable under any assigned Debt Documents to such assignee or
as instructed by Secured Party. Debtor also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by Secured Party or assignee. 


        (b)   All
notices to be given in connection with this Agreement shall be in writing, shall be addressed to the parties at their respective addresses set forth in this
Agreement (unless and until a different address may be specified in a written notice to the other party), and shall be deemed given (i) on the date of receipt if delivered in hand or by
facsimile transmission, (ii) on the next business day after being sent by express mail, and (iii) on the fourth business day after being sent by regular, registered or certified mail. As
used herein, the term "business day" shall mean and include any day other than Saturdays, Sundays, or other days on which commercial banks in New York, New York are required or authorized to be
closed. 


        (c)   Secured
Party may correct patent errors and fill in all blanks in this Agreement or in any Collateral Schedule consistent with the agreement of the parties. 


        (d)   Time
is of the essence of this Agreement. This Agreement shall be binding, jointly and severally, upon all parties described as the "Debtor" and their respective heirs,
executors, representatives, successors and assigns, and shall inure to the benefit of Secured Party, its successors and assigns. 


        (e)   This
Agreement and its Collateral Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all
prior understandings (whether written, verbal or implied) with respect to such subject matter. THIS AGREEMENT AND ITS COLLATERAL SCHEDULES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF
CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES. Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of
this Agreement. 


        (f)    This
Agreement shall continue in full force and effect until all of the Indebtedness has been indefensibly paid in full to Secured Party or its assignee. The surrender,
upon payment or otherwise, of any Note or any of the other documents evidencing any of the Indebtedness shall not affect the right of Secured Party to retain the Collateral for such other Indebtedness
as may then exist or as it may be reasonably contemplated will exist in the future. This Agreement shall automatically be reinstated if Secured Party is ever required to return or restore the payment
of all or any portion of the Indebtedness (all as though such payment had never been made). 


        (g)   THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN 










ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE
REGARDLESS OF THE LOCATION OF THE EQUIPMENT. 


        IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Agreement in one or more
counterparts, each of which shall be deemed to be an original, as of the day and year first aforesaid. 



	SECURED PARTY:	 	DEBTOR:
	
General Electric Capital Corporation	
 	

Beyond Genomics, Inc.
	

By:	
 	

/s/  JOHN EDEZ      
	
 	

By:	
 	

/s/  N. STEPHEN OBER      

	

Name:	
 	

John Edez
	
 	

Name:	
 	

N. Stephen Ober

	

Title:	
 	

SVP
	
 	

Title:	
 	

President











AMENDMENT  


        THIS AMENDMENT is made as of the 5th day of October, 2001, between General Electric Capital Corporation ("Secured Party") and Beyond Genomics, Inc.
("Debtor") in connection with that certain Master Security Agreement, dated as of October 3, 2001 ("Agreement"). The terms of this Amendment are hereby incorporated into the Agreement as though
fully set forth therein. Section references below refer to the section numbers of the Agreement. The Agreement is hereby amended as follows: 



	2.
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.




Subsection
(a) is hereby amended and replaced with the following: 



"Debtor
is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, has its chief executive offices at the location
specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations; except when failure would not have a
material adverse effect on Company's business and operations." 




Subsection
(f) is hereby amended and replaced with the following: 



"As
of the date of this Agreement, there are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the
aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any
such suits or proceedings are threatened." 




Subsection
(g) is hereby amended and replaced with the following: 



"All
annual financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of
the most recent financial statement, there has been no material adverse change in Debtors financial condition; All quarterly financial statements delivered to Secured Party in connection with the
Indebtedness have been prepared in accordance with generally accepted accounting principles, and
since the date of the most recent quarterly financial statement, there has been no material adverse change in Debtors financial condition except for footnotes and disclosures or as otherwise noted." 



	3.
	COLLATERAL.




Subsection
(d) is hereby amended and replaced with the following: 



"Debtor
shall pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, or on this Agreement or any of the
other Debt Documents. At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance,
insurance and preservation of the Collateral and effect compliance with the terms of this Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured Party, on demand, all
reasonable costs and expenses incurred by Secured Party in connection with such Subsection (a)(vii) is hereby deleted in its entirety and the remaining subsections are correctly renumbered. 




Subsection
(c) is hereby amended and replaced with the following: 



"After
default, Secured Party shall have all of the rights and remedies of a Secured Party under the Uniform Commercial Code, and under any other applicable law. Without limiting the foregoing,
Secured Party shall have the right to (i) with or without legal process, peacefully enter any premises where the Collateral may be and take possession of and remove the Collateral from the
premises or store it on the premises, (ii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, or 











(iii) lease
or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the obligations then in default. If requested by Secured Party, Debtor shall
promptly assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Secured Party may also render any
or all of the Collateral unusable at the Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Secured Party is required to give to
Debtor under the Uniform Commercial Code of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed
to constitute reasonable notice if such notice is given to the last known address of Debtor at least ten (10) days prior to such action." 





        TERMS
USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT. IF THERE IS ANY CONFLICT BETWEEN THE PROVISIONS OF THE AGREEMENT AND THIS AMENDMENT, THEN THIS AMENDMENT SHALL CONTROL. 



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment simultaneously with the Agreement by signature of their respective
authorized representative set forth below. 



	General Electric Capital Corporation	 	Beyond Genomics Inc.
	

By:	
 	

/s/  JOHN EDEL      
	
 	

By:	
 	

/s/  N. STEPHEN OBER      

	

Name:	
 	

John Edel
	
 	

Name:	
 	

N. Stephen Ober

	

Title:	
 	

SVP
	
 	

Title:	
 	

President












payment
or performance and agrees that such reimbursement obligation shall constitute indebtedness." 



	5.
	REPORTS.






Subsection
(b) is hereby amended and replaced with the following: 



"Debtor
will deliver to Secured Party Debtor's complete financial statements, certified by a recognized firm of certified public accountants, as soon as available but in any event not later than one
hundred twenty (120) days of the close of each fiscal year of Debtor. If Secured Party requests, Debtor will deliver to Secured Party copies of Debtor's quarterly financial reports certified by
Debtor's chief financial officer, within ninety (90) days after the close of each of Debtor's fiscal quarter. If Secured Party requests, Debtor will deliver to Secured Party copies of all Forms
10-K and 10-Q, if any, within 30 days after the dates on which they are filed with the Securities and Exchange Commission." 



	6.
	FURTHER ASSURANCES.




Subsection
(b) is hereby amended and replaced with the following: 



"Debtor
authorizes Secured Party to file a financing statement and amendments thereto describing the Collateral and containing any other information required by the applicable Uniform
Commercial Code. Debtor irrevocably grants to Secured Party the power to sign Debtor's name and generally to act on behalf of Debtor solely to execute and file applications for title, transfers of
title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral; this power is coupled with Secured Party's interest in the Collateral. Debtor shall, if any
certificate of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to Secured Party such certificate showing the lien of this Agreement with respect to the
Collateral. Debtor ratifies its prior authorization for Secured Party to file financing statements and amendments thereto describing the Collateral and containing any other information required by the
Uniform Commercial Code if filed prior to the date hereof." 



	7.
	DEFAULT AND REMEDIES.



Subsection
(a)(iii) is hereby amended and replaced with the following: 



"Debtor
breaches any of its insurance obligations under Section 4 and such breach could result in a reduction or termination of coverage in any material respect;" 




Subsection
(a)(iv) is hereby amended and replaced with the following: 



"Debtor
breaches any of its other material obligations under any of the Debt Documents and fails to cure that breach within thirty (30) days after written notice from Secured Party;" 




Subsection
(a)(v) is hereby amended and replaced with the following: 



"Any
warranty, representation or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect at
the time made;" 















 
 

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS    
    



        The undersigned hereby certifies: (i) that he/she is the Asst. Secretary of Beyond Genomics, Inc., a
Delaware corporation; (ii) that the following is a true, accurate and complete transcript of resolutions duly adopted at a meeting of the Board of Directors of said Corporation duly held on the
1st day of August, 2001, at which a quorum was present, and that the proceedings were in accordance with the Articles and by-laws of said Corporation; and, (iii) that
said resolutions have not been amended or revoked, and are in full force and effect: 


        "RESOLVED, that each of the officers of this Corporation, whose name appears below, or the duly elected or appointed successor in office
of any or all of them, be and hereby is authorized and empowered in the name and on behalf of this Corporation to borrow from General Electric Capital Corporation or its successors and assigns
(hereinafter referred to as "Secured Party") from time to time, such sum or sums of money as in the judgment of such officer or officers the Corporation
may require and to execute on behalf of the Corporation and to deliver to Secured Party in the form required by Secured Party a promissory note or notes of this Corporation evidencing the amount or
amounts borrowed or any renewals and/or extensions thereof, such note or notes to bear such rate of interest and be payable in such installments and on such terms and conditions as such officer may
agree to by his signature thereon. 


        FURTHER RESOLVED, that any of the aforesaid officers, or his duly elected or appointed successor in office, be and hereby is authorized
and empowered to do any acts, including, but not limited to, the mortgage, pledge, or hypothecation from time to time with Secured Party of any or all the assets of this Corporation to secure such
loan or loans and any other indebtedness or obligations, now existing or hereafter arising, of this Corporation to Secured Party, and to execute in the name of and on behalf of this Corporation, any
chattel mortgages, notes, security agreements, financing statements, renewal, extension or consolidation agreements, and any other instruments or agreements deemed necessary or proper by Secured Party
in respect of the collateral securing any indebtedness of this Corporation, and to affix the seal of this Corporation to any mortgage, pledge, or other such instrument if so required or requested by
Secured Party. 


        FURTHER RESOLVED, that each said officer of this Corporation is hereby authorized to do and perform all other acts and deeds that may be
requisite or necessary to carry fully into effect the foregoing resolutions. 


        FURTHER RESOLVED, that the officers referred to in the foregoing resolutions, their names and signatures are as follows: 



	NAME
	 	TITLE
	 	SIGNATURE

	N. Stephen Ober	 	President	 	/s/  N. STEPHEN OBER      





        FURTHER RESOLVED, that Secured Party is authorized to rely upon the aforesaid resolutions until receipt by it of written notice of any
changes, which changes of whatever nature shall not be effective as to Secured Party to the extent that it has theretofore relied upon the aforesaid resolutions in the above form." 


        IN WITNESS WHEREOF, I have set my hand and affixed the seal of said Corporation this 8th day of October 2001. 



	/s/ [Illegible]
 Asst. Secretary	 	 





(CORPORATE
SEAL) 








   MODIFICATION AGREEMENT  


 GE Capital Account Numbers

4121384 - 001, 002, 003, 004, 005, 006, 007.  


        THIS MODIFICATION AGREEMENT ("Modification Agreement") is made and entered into as of this 22nd day of September, 2004, by and between GENERAL
ELECTRIC CAPITAL CORPORATION ("GE Capital") a Delaware corporation with a place of business at Lee Farm Corporate Park, 83 Wooster Heights Road, 5th Floor, Danbury, CT and BEYOND
GENOMICS, INC. (the "Debtor") a Delaware corporation, with a place of business at 40 Bear Hill Road, Waltham, MA 02451. 


RECITALS  


        WHEREAS GE Capital, and Debtor entered into a Master Security Agreement dated October 3, 2001, as amended on October 5, 2001, ("Loan Agreement") for
the purpose of providing equipment financing to Debtor. Debtor and GE Capital entered into seven promissory notes to the Loan Agreement (collectively, the "Equipment Schedules") under which GE Capital
advanced to the Debtor the aggregate sum of Four Million Five Hundred Ninety Three Thousand Two Hundred Three Dollars and Eighty-Seven Cents ($4,593,203.87) with current aggregate monthly payments of
One Hundred Twenty Seven Thousand Eight Hundred Sixty One Dollars and Ten cents ($127,861.10) payable in advance from the commencement date of each Equipment Schedule. Debtor's obligations under the
Loan Agreement are secured by a lien on, all equipment identified on the Equipment Schedules ("Equipment"); 


        WHEREAS
Debtor has requested that GE Capital modify its obligations under the Equipment Schedules; 


        WHEREAS
GE Capital is willing to modify Debtor's obligations as requested subject to the terms and conditions set forth herein; 



        NOW
THEREFORE, in consideration of these premises and the covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties hereby agree as follows: 


	I.
	ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS



        Debtor
does hereby represent, acknowledge, warrant and covenant to GE Capital that: 



	1.
	The
recitals set forth above are true and accurate;



	2.
	Debtor
has duly executed the Loan Agreement, the Equipment Schedules, and all other documents related the financing of the Equipment (the "Loan Documents") and such Loan Documents set
forth continuing obligations of Debtor, enforceable against Debtor in accordance with their respective terms;



	3.
	Debtor
has adequate power and capacity to enter into this Modification Agreement;



	4.
	The
entry into and performance by Debtor of its obligations under this Modification Agreement, and the Loan Documents do not (i) violate any judgment, order, law or regulation
applicable to Debtor; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any unit of
Equipment pursuant to any indenture, financing agreement, deed of trust, bank loan or credit agreement or other instrument to which Debtor is a party;



	5.
	There
are no suits or proceedings pending or, to Debtor's knowledge, threatened in court or before any regulatory commission, board or other administrative governmental agency against
or affecting Debtor, which would reasonably be expected to have a material adverse effect on 



1







 


the
ability of Debtor to fulfill its obligations under this Modification Agreement and the Loan Documents; 



	6.
	The
most recent financial statements of Debtor delivered to GE Capital accurately present the financial position of Debtor as of the date of delivery, and there has been no material
adverse change in the financial condition of Debtor since the date of such financial statements;



	7.
	Notwithstanding
any provision of this Modification Agreement to the contrary, Debtor will continue to fulfill any and all of its duties and obligations under the Loan Documents, except
as those duties and obligations are modified by this Modification Agreement;



	8.
	As
of October 1, 2004, there is an outstanding balance under the Loan Documents of One Million Six Hundred Ninety-Four Thousand One Hundred and Sixteen Dollars and
Sixty-Six Cents ($1,694,116.66) including principal and any accrued and unpaid interest remaining to be paid thereon (the "Account Balance"). The scheduled installments and final payment
dates on the Equipment Schedules are currently due as follows:



	(a)
	The
monthly installment on Equipment Schedule #4121384-001 is Five Thousand Two Hundred Seventy Nine Dollars and Fourteen Cents ($5,279.14) and the next installment is due
and payable on October 1, 2004 with monthly payments on the 1st of each month thereafter with the final payment due on October 1, 2005.



	(b)
	The
monthly installment on Equipment Schedule #4121384-002 is Three Thousand Eight Hundred Forty Two Dollars and Eighty Cents ($3,842.80) and the next installment is due
and payable on October 1, 2004 with monthly payments on the Ist of each month thereafter with the final payment due on October 1, 2004.



	(c)
	The
monthly installment on Equipment Schedule #4121384-003 is Eight Thousand Nine Hundred Sixty Two Dollars and Thirty-Three Cents ($8,962.33) and the next installment is
due and payable on October 1, 2004 with monthly payments on the 1st of each month thereafter with the final payment due on December 1, 2005.



	(d)
	The
monthly installment on Equipment Schedule #4121384-004 is One Thousand Four Hundred Seventy Five Dollars and Twenty-Nine Cents ($1,475.29) and the next
installment is due and payable on October 1, 2004, with monthly payments on the Ist of each month thereafter with the final payment due on December 1, 2004.



	(e)
	The
monthly installment on Equipment Schedule #4121384-005 is Six Thousand Nine Hundred Forty Six and Ninety-Seven Cents ($6,946.97) and the next installment is due and
payable on October 1, 2004, with monthly payments due on the 1st of each month thereafter with the final payment due on March 1, 2006.



	(f)
	The
monthly installment on Equipment Schedule #4121384-006 is Nine Thousand One Hundred Eighty-Nine Dollars and Eight Cents ($9,189.08) and the next
installment is due and payable on October 1, 2004, with monthly payments due on the 1stof each month thereafter with the final payment due on March 1, 2005.



	(g)
	The
monthly installment on Equipment Schedule #4121384-007 is Ninety Two Thousand One Hundred Sixty Five Dollars and Forty-Nine Cents ($92,165.49) and the next
installment is due and payable on October 1, 2004, with monthly payments due on the 1st of each month thereafter with the final payment due on February 1, 2006.









	II.
	GRANT OF SECURITY INTEREST: NEGATIVE PLEDGE



	1.
	Debtor
hereby grants to GE Capital and Oxford Finance Corporation, jointly, a first priority security interest in all of Debtor non-financed assets, excluding cash, cash
equivalents, investments, any accounts receivable, the complete AB 4700 Proteomics Discovery System/with 





2







 


Mascot,
primary serial number 347000141, and intellectual property ("Security Interest"). A listing of the Debtor's non-financed fixed assets subject to the Security Interest is attached
hereto as Exhibit A. 



	2.
	Debtor
will not pledge or create or allow to exist any lien, security interest or encumbrance of any kind on, any of its intellectual property (whether registered or unregistered),
including without limitation all patents, patent rights, trademarks, trade names, service marks, and copyrights, and all technology, know-how and processes necessary for the conduct of its
business ("Negative Pledge").






	III.
	PRINCIPAL DEFERRAL



	1.
	Beginning
on October 1, 2004, and continuing for the next nine monthly payment dates thereafter (the last being June 1, 2005, and the nine month period referred to as the
"Deferral Period"), GE Capital will defer Debtor's obligation to make scheduled principal payments under the Equipment Schedules ("Principal Deferral");  provided, however, that such Principal Deferral is expressly conditioned upon the prior satisfaction of
each of the following:



	(a)
	Debtor
shall have closed a bridge financing facility of least $4,000,000 ("Bridge Financing"); and



	(b)
	Debtor
shall have issued to GE Capital a five-year warrant to purchase 56,471 shares of Debtor's common stock at an exercise price equal to $1.50 per share.






	2.
	During
the Deferral Period Debtor will make interest-only payments on the outstanding principal balance under each of the Equipment Schedules. The Deferral Period shall
expire and payments of principal and interest will resume on the earlier of July 1, 2005 or the 1st day of the month following the closing of the Debtor's next equity financing
equal to or greater than $10,000,000, excluding any converted Bridge Financing notes ("Qualified Equity Financing").



	3.
	Debtor
shall continue to make all regularly scheduled payments of Principal and Interest until the Bridge Financing closes, and if the Bridge Financing does not close on or before
December 31, 2004, then no Principal Deferral shall occur.



	4.
	If
the Bridge Financing closes before December 31, 2004 but after commencement of the Deferral Period, the Principal Deferral shall be effective retroactive to October 1,
2004. Accordingly, per the terms of the preceding paragraph 2, Debtor has made one or more regularly scheduled payments of Principal and Interest during the Deferral Period, GE Capital will
apply any portion of such payments previously applied to principal made to future interest only payments during the remainder of the Deferral Period. If such payments made by the Debtor are greater
than interest due during the Deferral Period, GE Capital will reimburse the Debtor, within 15 days of the closing of the Bridge Financing, for the unapplied payment portion.



	5.
	After
the expiration of the Deferral Period, the monthly payment of principal and interest due under each Equipment Schedule shall be adjusted to provide for payment in full of the
remaining principal balance under each such Equipment Schedule, on a straight-line monthly basis over the then remaining term for each respective note.



	6.
	During
the Deferral Period, the Debtor's obligation to make interest only payments as described in Section III.2. above, shall be in lieu of any payment obligations otherwise
required under the terms of the Loan Documents. 





3







 



	7.
	Debtor
hereby agrees to pay GE Capital a restructure fee in the amount of Eight Thousand Four Hundred Seventy Dollars and Fifty-Eight Cents ($8,470.58), due upon the termination of the
Deferral Period.



	8.
	During
the Deferral Period, any pre-payments of principal, by the Debtor, pursuant to the Equipment Schedules, will not be subject to pre-payment penalties or
premiums as described under the Loan Documents.






	IV.
	REFINANCING



	1.
	If
Debtor secures a Qualified Equity Financing on or before July 1, 2005, GE Capital will seek credit approval to refinance the remaining outstanding principal due to GE Capital
and the remaining outstanding principal balance due to Oxford Finance Corporation, in an amount not to exceed the aggregate outstanding principal balances due under each facility on October 1,
2004, over a period equal to the lesser of (a) twice the Debtor's cash runway as demonstrated by the Debtor and accepted by GE Capital, or (b) 36 months ("New Financing"). The New
Financing would conform to the terms and conditions set forth in the existing Loan Documents between the Debtor and GE Capital and would be secured by a first priority security interest in all
equipment currently financed under the GE Capital and Oxford facilities, respectively. Any approval of New Financing would be preceded by completion of a legal and business due diligence, as well as
collateral and credit review and analysis, all with results satisfactory to GE Capital. Additionally, notwithstanding any prepayment penalties or premiums set forth in the Loan Documents, in the event
that GE Capital does not agree to match the financing terms of another lender on or after Debtor's consummation of a Qualified Financing, Debtor shall be able to prepay all outstanding principal and
accrued but unpaid interest thereon as of such date without incurring any penalties or premiums.



	2.
	If
Debtor consummates a Qualified Equity Financing, on or before July 1, 2005, both the Security Interest and the Negative pledge granted by Debtor in Section II above
shall be released. GE Capital will execute any and all documentation reasonably required by Debtor to evidence such release.






	V.
	REMAINING TERMS TO CONTINUE IN EFFECT



	1.
	Except
as expressly modified herein, conditions and terms of the Loan Documents shall continue in full force and effect in accordance with their original terms and conditions.



	2.
	If
this Modification Agreement is deemed unenforceable in any respect, then and in such case the parties agree that the Loan Documents shall be enforceable in accordance with their
original terms and conditions as if this Modification Agreement had never been executed.



	3.
	It
is the intention of the parties hereto to comply with all applicable usury laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in this Modification
Agreement or the Loan Documents, in no event shall any of the foregoing require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any
such excess interest is contracted for, charged or received thereunder, or in the event that all of the Account Balance shall be prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received under this Modification Agreement or the Loan Documents shall exceed the maximum amount of interest permitted by applicable law, then in such event (a) the
provisions of this Section shall govern and control, (b) neither Debtor nor any other person or entity now or thereafter liable for the payments shall be obligated to pay the amount of such
interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected shall be either applied as a credit
against the then unpaid Account Balance or refunded to the party having paid same, at the option of GE Capital, and (d) the effective rate of interest 





4







 


shall
be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter consulted by the courts having jurisdiction thereof. 



	4.
	GE
Capital may, in its sole discretion, apply any payment received from Debtor at any time against any obligation due and owing by Debtor under the Loan Documents, as amended by this
Modification Agreement, notwithstanding any statement appearing on or referred to in any remittance from Debtor or any prior application of such payment. In the event any bankruptcy proceedings are
instituted by or against Debtor under any applicable bankruptcy law within 90 days after receipt by GE Capital of any such payment, such payment shall be deemed applicable to unpaid obligations
then due hereunder in the inverse order of maturity.



	5.
	This
Modification Agreement shall be binding upon and shall inure to the benefit of all the parties hereto and their respective administrators, successors and permitted assigns. 




        INTENDING
TO BE LEGALLY BOUND, the parties hereto have executed this Modification Agreement and have caused this Modification Agreement to be executed by their respective duly authorized
representatives as of the day first above-written. 


(Remainder
of page intentionally left blank) 


*
* * * 


5







 


	BEYOND GENOMICS, INC.	 	 
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

Vice President, Finance
	
 	

 
	
GENERAL ELECTRIC CAPITAL CORPORATION	
 	

 
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

Senior Vice President
	
 	

 




6








CONFIDENTIAL  


 Beyond Genomics, Inc.

Non-Financed Fixed Asset Summary

As of October 28, 2004  


Summary
of Non-Financed Fixed Assets: 



	 
	 	Acquisition Value
	 
	Description	 	 	 	 
	Computer Hardware	 	$	199,549.41	 
	Computer Software	 	 	61,999.42	 
	Lab Equipment	 	 	1,053,997.60	 
	Leasehold Improvements	 	 	374,370.95	 
	Office Furniture/Equipment	 	 	90,137.68	 
	 	 	
	 
	 	Total Non-financed Fixed Assets	 	 	1,780,055.06	 
	 	 	
	 
	Adjustments	 	 	 	 
	Lab equipment to be sold	 	 	(6,030.62	)
	Leasehold Improvements	 	 	(374,370.95	)
	4700 Proteomics Discovery System with Mascot	 	 	(310,221.94	)
	 	 	
	 
	 	Total Assets to be Secured by Oxford and GE Capital, jointly	 	$	1,089,431.55	 
	 	 	
	 










Exhibit A  









Beyond Genomics, Inc.

Non-Financed Fixed Asset Summary

As of October 28, 2004  


Fixed
Assets—Non Financed 



	 
	 	 
	 	 
	 	 
	 	Acquisition

	Sys. #
	 	Class
	 	Description
	 	Comments
	 	Date
	 	Value

	Computer Hardware	 	 	 	 	 	 	 
	508	 	CH	 	Virtual Tape Library	 	 	 	4/1/2004	 	$	39,200.00
	122	 	CH	 	Various Computer Equipment	 	 	 	1/1/2002	 	 	18,370.39
	130	 	CH	 	IBM Thinkpad T22 (X5)	 	 	 	2/1/2002	 	 	8,750.00
	82	 	CH	 	Inspiron 5000e (SO & KB)	 	 	 	11/1/2000	 	 	6,839.72
	384	 	CH	 	Tape backup	 	 	 	10/1/2002	 	 	6,215.00
	80	 	CH	 	Dell Computers—Pentium III	 	 	 	9/1/2000	 	 	4,517.10
	459	 	CH	 	Dell Poweredge 2650	 	 	 	9/1/2003	 	 	4,119.75
	79	 	CH	 	Laptop—Insprion 5000	 	 	 	8/1/2000	 	 	3,755.85
	83	 	CH	 	Inspiron 5000e (ED)	 	 	 	5/1/2001	 	 	3,550.03
	502	 	CH	 	Apple Powerbook	 	 	 	1/1/2004	 	 	3,367.95
	324	 	CH	 	Laptop	 	 	 	12/1/2002	 	 	2,994.00
	326	 	CH	 	Laptop	 	 	 	12/1/2002	 	 	2,994.00
	221	 	CH	 	Dell Optiplex (X2)	 	 	 	7/1/2002	 	 	2,948.00
	506	 	CH	 	Dell Laptop	 	 	 	4/1/2004	 	 	2,769.40
	507	 	CH	 	Dell Laptop	 	 	 	4/1/2004	 	 	2,769.40
	457	 	CH	 	IBM Thinkpad T30	 	 	 	9/1/2003	 	 	2,738.45
	475	 	CH	 	IBM T40 Laptop	 	 	 	12/1/2003	 	 	2,720.10
	560	 	CH	 	Dell Latitude D600	 	 	 	5/1/2004	 	 	2,637.95
	213	 	CH	 	Dell Power Connect 3080	 	 	 	6/1/2002	 	 	2,598.00
	385	 	CH	 	Computer Hardware	 	 	 	10/1/2002	 	 	2,550.00
	561	 	CH	 	Dell Laptop	 	 	 	6/1/2004	 	 	2,476.45
	562	 	CH	 	Dell Laptop	 	 	 	6/1/2004	 	 	2,476.45
	78	 	CH	 	Laptop—Thinkpad 600X	 	 	 	5/1/2000	 	 	2,394.68
	468	 	CH	 	Thinkpad	 	 	 	10/1/2003	 	 	2,304.75
	452	 	CH	 	IBM T40 Laptop	 	 	 	8/1/2003	 	 	2,095.00
	453	 	CH	 	IBM T40 Laptop	 	 	 	8/1/2003	 	 	2,095.00
	472	 	CH	 	IBM T30	 	 	 	12/1/2003	 	 	1,993.95
	471	 	CH	 	IBM T30	 	 	 	12/1/2003	 	 	1,993.95
	179	 	CH	 	IBM Think pad and Port Reps	 	 	 	3/1/2002	 	 	1,899.00
	192	 	CH	 	IBM Thinkpad and Port Reps	 	 	 	3/1/2002	 	 	1,899.00
	133	 	CH	 	IBM Thinkpad	 	 	 	2/1/2002	 	 	1,840.00
	90	 	CH	 	Smart Array 530/32 controller	 	 	 	4/1/2001	 	 	1,805.45
	241	 	CH	 	Optiplex GX240	 	 	 	8/1/2002	 	 	1,799.00
	127	 	CH	 	Procurve Switch 400M	 	 	 	2/1/2002	 	 	1,740.00
	124	 	CH	 	HP Procurve Switch	 	 	 	1/1/2002	 	 	1,724.00
	451	 	CH	 	Dell Optiplex	 	 	 	7/1/2003	 	 	1,718.95
	118	 	CH	 	Dell Desktop with Monitor	 	 	 	11/1/2001	 	 	1,700.05
	108	 	CH	 	Dell Desktop	 	 	 	8/1/2001	 	 	1,695.85
	460	 	CH	 	Max Display 18IN Dual Display	 	 	 	9/1/2003	 	 	1,689.25
	461	 	CH	 	Max Display 18IN Dual Display	 	 	 	9/1/2003	 	 	1,689.25
	89	 	CH	 	Smart ups 2200 Rackmount	 	 	 	5/1/2001	 	 	1,686.30
	443	 	CH	 	SUN PCI Network Adapter	 	 	 	5/1/2003	 	 	1,634.20
	445	 	CH	 	SUN PCI Network Adapter	 	 	 	5/1/2003	 	 	1,634.20
	260	 	CH	 	PIII 850	 	 	 	9/1/2002	 	 	1,620.00
	110	 	CH	 	HP Laserjet 4100N	 	 	 	8/1/2001	 	 	1,599.00









	462	 	CH	 	Dell Optiplex FX270T	 	 	 	9/1/2003	 	 	1,592.95
	458	 	CH	 	Dell Optiplex	 	 	 	9/1/2003	 	 	1,525.45
	123	 	CH	 	HP Laserjet 4100TN	 	 	 	1/1/2002	 	 	1,491.24
	128	 	CH	 	HP Laserjet 4100TN	 	 	 	2/1/2002	 	 	1,489.00
	235	 	CH	 	HP 4000M Switch	 	 	 	8/1/2002	 	 	1,469.00
	102	 	CH	 	Thinkpad 570e	 	 	 	7/1/2001	 	 	1,458.95
	181	 	CH	 	Procurve 4000	 	 	 	3/1/2002	 	 	1,434.00
	88	 	CH	 	Procurve Switch 10/1000—CARDS	 	 	 	4/1/2001	 	 	1,427.33
	91	 	CH	 	GX 150 Desktop	 	 	 	5/1/2001	 	 	1,415.40
	504	 	CH	 	Lantronix Term Console Server	 	 	 	2/1/2003	 	 	1,369.29
	93	 	CH	 	Thinkpad 570e	 	 	 	6/1/2001	 	 	1,358.01
	242	 	CH	 	Powerconnect	 	 	 	8/1/2002	 	 	1,354.00
	95	 	CH	 	Thinkpad 570e	 	 	 	5/1/2001	 	 	1,341.48
	184	 	CH	 	16 Port ELD Card	 	 	 	3/1/2002	 	 	1,312.50
	289	 	CH	 	Dell 5012 Powerconnect	 	 	 	10/1/2002	 	 	1,311.00
	302	 	CH	 	Dell Optiplex with monitor	 	 	 	11/1/2002	 	 	1,200.00
	303	 	CH	 	Dell Optiplex with monitor	 	 	 	11/1/2002	 	 	1,200.00
	219	 	CH	 	HP 2000 DN Printer	 	 	 	7/1/2002	 	 	1,157.00
	325	 	CH	 	Sunfire V100	 	 	 	12/1/2002	 	 	1,033.99
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	Computer hardware Total	 	 	 	 	 	 	199,549.41
	

Computer Software	
 	

 	
 	

 	
 	
 	

 
	501	 	CS	 	Timecard system	 	 	 	12/31/2003	 	 	10,795.00
	187	 	CS	 	Solomon	 	 	 	3/1/2002	 	 	9,720.03
	141	 	CS	 	Solomon	 	 	 	1/1/2002	 	 	9,718.91
	215	 	CS	 	Mcafee	 	 	 	6/1/2002	 	 	4,799.40
	305	 	CS	 	Matlab	 	 	 	11/1/2002	 	 	4,407.00
	317	 	CS	 	Solomon Projects	 	 	 	7/1/2002	 	 	2,416.88
	306	 	CS	 	Database	 	 	 	11/1/2002	 	 	2,310.00
	307	 	CS	 	Image Processing	 	 	 	11/1/2002	 	 	2,079.00
	308	 	CS	 	Optimization	 	 	 	11/1/2002	 	 	2,079.00
	244	 	CS	 	Solomon (Project Module)	 	 	 	8/1/2002	 	 	2,001.16
	135	 	CS	 	Gene Spring Lite	 	 	 	9/1/2001	 	 	1,995.00
	323	 	CS	 	Wolfram Research	 	 	 	12/1/2002	 	 	1,990.00
	146	 	CS	 	J Builder	 	 	 	2/1/2002	 	 	1,924.95
	139	 	CS	 	Optimization All	 	 	 	10/1/2001	 	 	1,900.00
	309	 	CS	 	Statistics	 	 	 	11/1/2002	 	 	1,386.00
	327	 	CS	 	Forte Fortran Desktop Ed.	 	 	 	12/1/2002	 	 	1,349.09
	286	 	CS	 	Software SB732	 	 	 	10/1/2002	 	 	1,128.00
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	Computer Software	 	 	 	 	 	 	61,999.42
	

Lab Equipment	
 	

 	
 	

 	
 	
 	

 
	563	 	LE	 	4700 Proteomics Discovery System with Masool	 	TO BE FINANCED	 	10/1/2004	 	 	310,221.94
	12	 	LE	 	LCQ	 	 	 	7/1/2001	 	 	262,519.75
	3	 	LE	 	Voyager	 	 	 	8/1/2001	 	 	262,500.00
	6	 	LE	 	Lab Benches, Various Lab Equipment	 	 	 	6/1/2001	 	 	165,000.00
	386	 	LE	 	Lab Equipment	 	 	 	6/1/2002	 	 	5,000.00
	247	 	LE	 	Fraction Collection Kit(3)	 	 	 	8/1/2002	 	 	4,889.50
	36	 	LE	 	Immobiline Drystrip Kit, EPS 3501XL PS, Multiphor II	 	 	 	12/1/2001	 	 	4,780.12
	557	 	LE	 	Waters Alliance	 	 	 	5/1/2004	 	 	4,211.17
	32	 	LE	 	Barcode Machine	 	 	 	10/1/2001	 	 	3,454.44
	27	 	LE	 	Barcode Machine TLP 3742	 	 	 	9/1/2001	 	 	3,400.00










	34	 	LE	 	ICAT Monoplex Starter Kit	 	 	 	11/1/2001	 	 	3,190.00
	45	 	LE	 	Superdex 75, Superdex 200	 	 	 	1/1/2002	 	 	2,320.50
	9	 	LE	 	Micro-Centrifuge C-1200	 	 	 	7/1/2001	 	 	1,847.27
	310	 	LE	 	Pulse Generator Module	 	TO BE SOLD	 	11/1/2002	 	 	1,802.48
	29	 	LE	 	GDM 23 Refrigerator, Triple Deli	 	 	 	10/1/2001	 	 	1,779.55
	2	 	LE	 	Gel Dryer	 	TO BE SOLD	 	7/2/2001	 	 	1,711.50
	162	 	LE	 	Convection Oven	 	 	 	3/1/2002	 	 	1,553.79
	50	 	LE	 	Centrifuge	 	 	 	2/1/2002	 	 	1,553.48
	30	 	LE	 	Mechanical Pump	 	 	 	10/1/2001	 	 	1,535.48
	46	 	LE	 	Z232 Centrifuge	 	 	 	1/1/2002	 	 	1,528.48
	40	 	LE	 	Centrifuge Z232	 	 	 	12/1/2001	 	 	1,507.72
	39	 	LE	 	Centrifuge	 	 	 	12/1/2001	 	 	1,495.00
	159	 	LE	 	Pressure Vessel	 	 	 	3/1/2002	 	 	1,365.00
	160	 	LE	 	AMP8E02	 	TO BE SOLD	 	3/1/2002	 	 	1,337.64
	38	 	LE	 	Protean 11 XL	 	 	 	12/1/2001	 	 	1,299.05
	43	 	LE	 	40 mm active area diameter (column)	 	TO BE SOLD	 	12/1/2001	 	 	1,179.00
	23	 	LE	 	Ultrasonic Cleaner	 	 	 	8/1/2001	 	 	1,014.74
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	Lab equipment	 	 	 	 	 	 	1,053,997.60
	

Leasehold Improvements	
 	

 	
 	

 	
 	
 	

 
	59	 	LH	 	Carpeting, Tile, etc.	 	 	 	6/1/2001	 	 	31,009.00
	74	 	LH	 	34 Bear Hill Road	 	 	 	1/1/2002	 	 	27,544.61
	375	 	LH	 	1365 Main St.	 	 	 	1/1/2003	 	 	26,762.98
	64	 	LH	 	Building Repairs	 	 	 	6/1/2001	 	 	21,791.57
	364	 	LH	 	1365 Main Street	 	 	 	1/1/2003	 	 	20,371.95
	62	 	LH	 	Building Wiring	 	 	 	6/1/2001	 	 	19,424.30
	333	 	LH	 	1365 Main St.	 	 	 	12/1/2002	 	 	15,704.65
	391	 	LH	 	1365 Main St	 	 	 	2/1/2003	 	 	14,476.47
	58	 	LH	 	Painting	 	 	 	6/1/2001	 	 	12,300.00
	66	 	LH	 	Cube Installation	 	 	 	6/1/2001	 	 	10,480.00
	328	 	LH	 	1365 Main St.	 	 	 	12/1/2002	 	 	9,501.94
	176	 	LH	 	Split System Replacement(34)	 	 	 	4/1/2002	 	 	9,500.00
	67	 	LH	 	HVAC System (additional work)	 	 	 	6/1/2001	 	 	8,225.00
	205	 	LH	 	Building 34	 	 	 	6/1/2002	 	 	8,114.50
	174	 	LH	 	Air Conditioning	 	 	 	4/1/2002	 	 	6,850.00
	175	 	LH	 	Air Conditioning	 	 	 	4/1/2002	 	 	6,850.00
	73	 	LH	 	34 Bear Hill Road	 	 	 	12/1/2001	 	 	6,619.83
	72	 	LH	 	34 Bear Hill Road	 	 	 	12/1/2001	 	 	6,619.82
	377	 	LH	 	1365 Main St. Cement	 	 	 	1/1/2003	 	 	6,475.00
	170	 	LH	 	34 Bear Hill Rd	 	 	 	3/1/2002	 	 	6,370.92
	171	 	LH	 	34 Bear Hill Rd	 	 	 	3/1/2002	 	 	6,370.92
	166	 	LH	 	34 Bear Hill Rd	 	 	 	3/1/2002	 	 	6,121.11
	167	 	LH	 	34 Bear Hill Rd	 	 	 	3/1/2002	 	 	6,121.10
	173	 	LH	 	Building 34	 	 	 	4/1/2002	 	 	5,969.69
	63	 	LH	 	Building Wiring	 	 	 	6/1/2001	 	 	5,713.00
	71	 	LH	 	34 Bear Hill Road	 	 	 	12/1/2001	 	 	5,576.74
	70	 	LH	 	34 Bear Hill Road	 	 	 	12/1/2001	 	 	5,576.73
	68	 	LH	 	HVAC System (additional work)	 	 	 	8/1/2001	 	 	5,200.00
	367	 	LH	 	Mannington Vinyl Tile	 	 	 	1/1/2003	 	 	5,200.00
	374	 	LH	 	Painting 1365 Main St	 	 	 	1/1/2003	 	 	5,000.00
	172	 	LH	 	34 & 40 Bear Hill Road	 	 	 	4/1/2002	 	 	4,795.75
	65	 	LH	 	Cube Installation	 	 	 	6/1/2001	 	 	4,392.80
	390	 	LH	 	Painting 1365 Main St	 	 	 	2/1/2003	 	 	4,275.00
	69	 	LH	 	34 Bear Hill Road	 	 	 	12/1/2001	 	 	3,354.31
	 	 	 	 	 	 	 	 	 	 	 	 









	168	 	LH	 	34 Bear Hill Rd.	 	 	 	3/1/2002	 	 	3,354.06
	61	 	LH	 	Building Sign	 	 	 	6/1/2001	 	 	3,156.75
	246	 	LH	 	Bathroom Renovation	 	 	 	8/1/2002	 	 	2,975.00
	155	 	LH	 	34 Bear Hill Rd	 	 	 	2/1/2002	 	 	2,171.82
	245	 	LH	 	Various construction	 	 	 	8/1/2002	 	 	2,113.63
	169	 	LH	 	34 Bear Hill Rd.	 	 	 	3/1/2002	 	 	2,000.00
	75	 	LH	 	34 Bear Hill Road	 	 	 	2/1/2002	 	 	1,765.00
	419	 	LH	 	Painting 1365 Main St	 	 	 	3/1/2003	 	 	1,500.00
	204	 	LH	 	Flaherty Plumbing Regulators	 	 	 	6/1/2002	 	 	1,484.00
	76	 	LH	 	34 Bear Hill Road	 	 	 	2/1/2002	 	 	1,390.00
	418	 	LH	 	Rugs—1365 Main St.	 	 	 	2/1/2003	 	 	1,351.00
	203	 	LH	 	Building 34	 	 	 	6/1/2002	 	 	1,320.00
	376	 	LH	 	1365 Main St. Tile	 	 	 	1/1/2003	 	 	1,100.00
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	Leasehold Improvements	 	 	 	 	 	 	374,370.95
	

Office Furniture	
 	

 	
 	

 	
 	
 	

 
	150	 	OF	 	Office Furniture	 	 	 	6/1/2001	 	 	33,621.85
	151	 	OF	 	Office cubes, Tables, etc.	 	 	 	7/1/2001	 	 	12,500.00
	153	 	OF	 	Furniture for Building 34	 	 	 	1/1/2002	 	 	9,500.00
	450	 	OF	 	Office Furniture	 	 	 	6/1/2003	 	 	8,200.00
	441	 	OF	 	Office Furniture—30 Bear Hill Rd.	 	 	 	2/1/2003	 	 	5,775.00
	152	 	OF	 	Fire Proof File Cabinets	 	 	 	9/1/2001	 	 	5,210.00
	190	 	OF	 	APC Racks(3)	 	 	 	4/1/2002	 	 	3,210.00
	230	 	OF	 	Conference Table & Credenza	 	 	 	7/1/2002	 	 	2,500.00
	444	 	OF	 	Mahogany Conferance Table	 	 	 	5/1/2003	 	 	2,250.00
	216	 	OF	 	Shredder	 	 	 	5/1/2002	 	 	2,053.80
	232	 	OF	 	APC Blk LCD	 	 	 	7/1/2002	 	 	1,863.08
	149	 	OF	 	Office Cubes	 	 	 	7/1/2001	 	 	1,500.00
	217	 	OF	 	K-Cup Brewer	 	 	 	5/1/2002	 	 	1,153.95
	231	 	OF	 	Credenza	 	 	 	7/1/2002	 	 	800.00
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	Office equipment	 	 	 	 	 	 	90,137.68
	

 	
 	

 	
 	
TOTAL	
 	

 	
 	

 	
 	
$	

1,780,055.06










AMENDMENT

TO

MODIFICATION AGREEMENT DATED SEPTEMBER 22, 2004  


 GE Capital Account Numbers

4121384 - 001, 002, 003, 004, 005, 006, 007.  


        THIS MODIFICATION AGREEMENT AMENDMENT (this "Amendment"), dated as of April 29, 2005 (the "Effective Date"), is an amendment to that certain Modification
Agreement dated September 22, 2004 (the "Original Modification Agreement"), by and between GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital") a Delaware corporation with a place of business at
Lee Farm Corporate Park, 83 Wooster Heights Road, 5th Floor, Danbury, CT and BG MEDICINE, INC. (f/n/a Beyond Genomics, Inc.) (the "Debtor") a Delaware corporation, with a place of
business at 610N Lincoln Street, Waltham, MA 02451. 


RECITALS  


        WHEREAS GE Capital, and Debtor entered into a Master Loan and Security Agreement dated October 3, 2001 ("Loan Agreement") for the purpose of providing
equipment financing to Debtor. Debtor and GE Capital entered into seven Equipment Schedules to the Loan Agreement (collectively, the "Equipment Schedules") under which GE Capital advanced to the
Debtor the aggregate sum of Four Million Five Hundred Ninety Three Thousand Two Hundred Three Dollars and Eighty-Seven Cents ($4,593,203.87). Debtor's obligations under the Loan Agreement are secured
by a lien on all equipment identified on the Equipment Schedules ("Equipment"), and a joint first priority security interest with Oxford Finance Corporation in all of Debtor
non-financed/leased assets, excluding cash, cash equivalents, investments, any accounts receivable and intellectual property; 


        WHEREAS
Debtor has requested that GE Capital modify its obligations under the Equipment Schedules; 


        WHEREAS
GE Capital is willing to modify Debtor's obligations as requested subject to the terms and conditions set forth herein; 



        NOW
THEREFORE, in consideration of these premises and the covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties hereby agree as follows. 


	I.
	ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS



        Debtor
does hereby represent, acknowledge, warrant and covenant to GE Capital that: 



	1.
	The
recitals set forth above are true and accurate;



	2.
	Debtor
has duly executed the Loan Agreement, the Equipment Schedules and all other documents related to the financing of the Equipment (the "Loan Documents") and such Loan Documents
set forth continuing obligations of Debtor, enforceable against Debtor in accordance with their respective terms;



	3.
	Debtor
has adequate power and capacity to enter into this Amendment;



	4.
	The
entry into and performance by Debtor of its obligations under this Amendment, and the Loan Documents do not (i) violate any judgment, order, law or regulation applicable to
Debtor; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any unit of Equipment pursuant to
any indenture, financing agreement, deed of trust, bank loan or credit agreement or other instrument to which Debtor is a party;



	5.
	There
are no suits or proceedings pending or threatened in court or before any regulatory commission, board or other administrative governmental agency against or affecting Debtor, 










which
might reasonably be expected to have a material adverse effect on the ability of Debtor to fulfill its obligations under this Amendment and the Loan Documents; 



	6.
	The
most recent financial statements of Debtor delivered to GE Capital accurately present the financial position of Debtor as of the date of delivery, and there has been no material
adverse change in the financial condition of Debtor since the date of such financial statements;



	7.
	Notwithstanding
any provision of this Amendment to the contrary, Debtor will continue to fulfill any and all of its duties and obligations under the Loan Documents, except as those
duties and obligations are modified by this Amendment;



	8.
	As
of April 29, 2005, there is an outstanding balance under the Loan Documents of One Million Five Hundred Seventy-Three Thousand Three Hundred Forty Nine Dollars and
Thirty-Nine Cents ($1,573,349.39) including principal and any accrued and unpaid interest remaining to be paid thereon (the "Account Balance"). Such amount is in lieu of and in addition to
any amounts set forth in the Original Modification Agreement.






	II.
	MODIFICATION OF TERMS UNDER THE OXFORD FINANCE LOAN



	1.
	Debtor
will not modify its current amortization of loans due to Oxford Finance, Corporation in a manner that would increase the debt service under such loans.






	III.
	PRINCIPAL DEFERRAL



	1.
	The
provisions of Section III replace in full the provisions of Section III of the Original Modification Agreement.



	2.
	Beginning
on May 1, 2005, and continuing for the next two monthly payment dates thereafter (the last being June 1, 2005, and the two month period referred to as the
"Deferral Period"), GE Capital will defer Debtor's obligation to make scheduled principal payments under the Schedules as outlined in Exhibit A
attached hereto ("Principal Deferral"); provided, however, that such Principal Deferral is expressly
conditioned upon the prior satisfaction of the following:



	(a)
	Debtor
shall have made a payment to GE Capital of at least Two Hundred Fifty Thousand Dollars ($250,000) to be applied as a reduction of the Account Balance.






	3.
	During
the Deferral Period Debtor will make interest-only payments on the outstanding principal balance under each of the Equipment Schedules. The Deferral Period shall
expire and payments of principal and interest will resume on the earlier of July 1, 2005 or the 1st day of the month following the closing of the Debtor's next equity financing
equal to or greater than $10,000,000 ("Qualified Equity Financing").



	4.
	After
the expiration of the Deferral Period, the monthly payment of principal and interest due under each Equipment Schedule shall be consolidated into a single schedule and adjusted
to provide for payment in full of the remaining Account Balance as scheduled in the amortization table presented as Exhibit A attached hereto.



	5.
	During
the Deferral Period, the Debtor's obligation to make interest only payments as described in Section III.2 above, shall be in lieu of any payment obligations otherwise
required under the terms of the Loan Documents.



	6.
	Debtor
hereby agrees to pay GE Capital a restructure fee in the amount of Eight Thousand Four Hundred Seventy Dollars and Fifty-Eight Cents ($8,470.58), due upon the termination of the
Deferral Period.



	7.
	During
the Deferral Period, any pre-payments of principal, by the Debtor, pursuant to the Equipment Schedules, will not be subject to pre-payment penalties or
premiums as described under the Loan Documents. 














	IV.
	REMAINING TERMS TO CONTINUE IN EFFECT



	1.
	Except
as expressly modified herein, conditions and terms of the Loan Documents as modified by the Original Modification Agreement shall continue in full force and effect in accordance
with their original terms and conditions.



	2.
	If
this Amendment is deemed unenforceable in any respect, then and in such case the parties agrees that the Loan Documents shall be enforceable in accordance with their original terms
and conditions as if this Amendment had never been executed.



	3.
	It
is the intention of the parties hereto to comply with all applicable usury laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in this Amendment or
the Loan Documents, in no event shall any of the foregoing require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received thereunder, or in the event that all of the Account Balance shall be prepaid, so that under any of such circumstances the amount of interest contracted
for, charged or received under this Amendment or the Loan Documents shall exceed the maximum amount of interest permitted by applicable law, then in such event (a) the provisions of this
Section shall govern and control, (b) neither Debtor nor any other person or entity now or thereafter liable for the payments shall be obligated to pay the amount of such interest to the extent
that it is in excess of the maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid
Account Balance or refunded to the party having paid same, at the option of GE Capital, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate
allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof.



	4.
	GE
Capital may, in its sole discretion, apply any payment received from Debtor at any time against any obligation due and owing by Debtor under the Loan Documents, notwithstanding any
statement appearing on or referred to in any remittance from Debtor or any prior application of such payment. In the event any bankruptcy proceedings are instituted by or against Debtor under any
applicable bankruptcy law within 90 days after receipt by GE Capital of any such payment, such payment shall be deemed applicable to unpaid obligations then due hereunder in the inverse order
of maturity.



	5.
	This
Amendment shall be binding upon and shall inure to the benefit of all the parties hereto and their respective administrators, successors and permitted assigns.



	6.
	This
Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 








        INTENDING
TO BE LEGALLY BOUND, the parties hereto have executed this Amendment and have caused this Amendment to be executed by their respective duly authorized representatives as of the
day first above-written. 



	BG MEDICINE, INC.
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

President
	
 	

 
	
GENERAL ELECTRIC CAPITAL CORPORATION
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

Sr. Vice President
	
 	

 










Exhibit A  


Revised Amortization Table (including $269,898.54 principal paydown in May 2005) 



	MONTH
 
	 	BEGINNING BAL.
	 	PAYMENT
	 	INTEREST
	 	PRINCIPAL
	 	BALANCE
	 
	5/1/2005	 	$	1,573,349.39	 	$	269,898.54	 	$	0.00	 	$	269,898.54	 	$	1,303,450.85	 
	5/1/2005	 	$	1,303,450.85	 	$	11,829.20	 	$	11,829.22	 	 	—	 	 	1,303,450.85	 
	6/1/2005	 	 	—	 	 	10,862.09	 	 	10,862.09	 	 	—	 	 	1,303,450.85	 
	7/1/2005	 	 	—	 	 	146,128.46	 	 	10,862.09	 	 	135,266.37	 	 	1,168,184.48	 
	8/1/2005	 	 	—	 	 	135,266.37	 	 	9,734.87	 	 	125,531.50	 	 	1,042,652.98	 
	9/1/2005	 	 	—	 	 	135,266.37	 	 	8,688.78	 	 	126,577.59	 	 	916,075.39	 
	10/1/2005	 	 	—	 	 	135,266.37	 	 	7,633.96	 	 	127,632.41	 	 	788,442.98	 
	11/1/2005	 	 	—	 	 	135,266.37	 	 	6,570.36	 	 	128,696.01	 	 	659,746.97	 
	12/1/2005	 	 	—	 	 	135,266.37	 	 	5,497.89	 	 	129,768.48	 	 	529,978.49	 
	1/1/2006	 	 	—	 	 	135,266.37	 	 	4,416.48	 	 	130,849.89	 	 	399,128.60	 
	2/1/2006	 	 	—	 	 	135,266.37	 	 	3,326.08	 	 	131,940.29	 	 	267,188.31	 
	3/1/2006	 	 	—	 	 	135,266.37	 	 	2,226.56	 	 	133,039.81	 	 	134,148.50	 
	4/1/2006	 	 	—	 	 	135,266.40	 	 	1,117.90	 	 	134,148.50	 	 	(0.00	)










General Electric Capital Corporation  


 AMENDMENT TO  


 MASTER SECURITY AGREEMENT DATED OCTOBER 3, 2001  


 BY AND BETWEEN  


 BEYOND GENOMICS, INC., AS DEBTOR  


 AND  


 GENERAL ELECTRIC CAPITAL CORPORATION, AS SECURED PARTY  



        Debtor and Secured Party hereby amend Master Security Agreement dated October 3, 2001, all Collateral Schedules thereunder and all Promissory Notes and
other related documents (herein collectively referred to as the "Agreements") to reflect Debtor's name change from Beyond Genomics, Inc. to BG Medicine, Inc. 


        All
other terms and conditions of the Agreements remain the same. 


        IN
WITNESS WHEREOF, Debtor and Secured Party have each caused this Amendment to be duly executed in their respective names. 



	DEBTOR:
 BG Medicine, Inc.

fka Beyond Genomics, Inc.	 	SECURED PARTY:
 General Electric Capital Corporation
	

By:	
 	

/s/ [Illegible]
	
 	

By:	
 	

/s/ [Illegible]

	

Title:	
 	

Chairman
	
 	

Title:	
 	

SVP

	

Date:	
 	

11/2/04
	
 	

Date:	
 	

11/23/04











SECOND AMENDMENT

TO

MODIFICATION AGREEMENT DATED SEPTEMBER 22, 2004  


 GE Capital Account Numbers

4121384 - 001. 002, 003, 004, 005, 006, 007.  


        THIS SECOND AMENDMENT TO MODIFICATION AGREEMENT—(this "Amendment"), dated as of October 18, 2005 (the "Effective Date"), is an amendment to
that certain Modification Agreement dated September 22, 2004 (the "Original Modification Agreement"), by and between GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital") a Delaware corporation
with a place of business at Lee Farm Corporate Park, 83 Wooster Heights Road, 5th Floor, Danbury, CT and BG MEDICINE, INC. (f/n/a Beyond Genomics, Inc.) (the "Debtor") a Delaware
corporation, with a place of business at 610N Lincoln Street, Waltham, MA 02451. 


RECITALS  


        WHEREAS GE Capital, and Debtor entered into a Master Loan and Security Agreement dated October 3, 2001 ("Loan Agreement") for the purpose of providing
equipment financing to Debtor. Debtor and GE Capital entered into seven Equipment Schedules to the Loan Agreement (collectively, the "Equipment Schedules") under which GE Capital advanced to the
Debtor the aggregate sum of Four Million Five Hundred Ninety Three Thousand Two Hundred Three Dollars and Eighty-Seven Cents ($4,593,203.87). Debtor's obligations under the Loan Agreement are secured
by a lien on all equipment identified on the Equipment Schedules ("Equipment"), and a joint first priority security interest with Oxford Finance Corporation in all of Debtor
non-financed/leased assets, excluding cash, cash equivalents, investments, any accounts receivable and intellectual property; 


        WHEREAS
Debtor has requested that GE Capital modify its obligations under the Equipment Schedules; 


        WHERAS
GE Capital agreed to modify Debtor's obligations as requested subject to the terms and conditions set forth within the Original Modification Agreement; 


        WHEREAS
on April 22, 2005, GE Capital and Debtor amended the Original Modification Agreement subject to the terms and conditions set forth under the Amendment to the Modification
Agreement ("Amendment 1"); 


        WHEREAS
GE Capital is willing to modify Debtor's obligations as requested subject to the terms and conditions set forth herein; 



        NOW
THEREFORE, in consideration of these premises and the covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties hereby agree as, follows: 


	I.
	ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS



Debtor
does hereby represent, acknowledge, warrant and covenant to GE Capital that: 



	1.
	The
recitals set forth above are true and accurate;



	2.
	Debtor
has duly executed the Loan Agreement, the Equipment Schedules and all other documents related to the financing of the Equipment (the "Loan Documents") and such Loan Documents
set forth continuing obligations of Debtor, enforceable against Debtor in accordance with their respective terms;



	3.
	Debtor
has adequate power and capacity to enter into this Amendment;



	4.
	Debtor
has incurred Eighteen Thousand Nine Hundred Eighty Seven and 08/100 Dollars ($18,987.08) of late fees due October 18, 2005; 











	5.
	Debtor
has paid to GE Capital Seventy Thousand and 00/100 Dollars ($70,000) since September 1, 2005, representing a partial payment of Debtor's obligations owing for September
and October of 2005. GE Capital has agreed to apply such partial payment to the Account Balance upon execution of this Amendment; provided,  however, that
GE Capital's acceptance of such partial payment shall not be deemed to constitute an agreement by GE Capital to modify the terms of this
Amendment or a waiver by GE Capital of any of the obligations of Debtor under the Loan Documents (as modified by this Amendment).



	6.
	The
entry into and performance by Debtor of its obligations under this Amendment, and the Loan Documents do not (i) violate any judgment, order, law or regulation applicable to
Debtor; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any unit of Equipment pursuant to
any indenture, financing agreement, deed of trust, bank loan or credit agreement or other instrument to which Debtor is a party;



	7.
	There
are no suits or proceedings pending or threatened in court or before any regulatory commission, board or other administrative governmental agency against or affecting Debtor,
which might reasonably be expected to have a material adverse effect on the ability of Debtor to fulfill its obligations under this Amendment and the Loan Documents;



	8.
	The
most recent financial statements of Debtor delivered to GE Capital accurately present the financial position of Debtor as of the date of delivery, and there has been no material
adverse change in the financial condition of Debtor since the date of such financial statements;



	9.
	Notwithstanding
any provision of this Amendment to the contrary, Debtor will continue to fulfill any and all of its duties and obligations under the Loan Documents, except as those
duties and obligations are modified by this Amendment;



	10.
	As
of October 18, 2005, there is an outstanding balance under the Loan Documents of One Million Fifty Eight Thousand Nine Hundred Seventy Five Dollars and
Seventy-Two Cents ($1,058,975.72) including principal and any accrued and unpaid interest remaining to be paid thereon (the "Account Balance"). Such amount is in lieu of and in addition to
any amounts set forth in the Original Modification Agreement.






	II.
	MODIFICATION OF TERMS UNDER THE OXFORD FINANCE LOAN



	1.
	This
Agreement is contingent upon the execution of a second Loan Modification Agreement between the Debtor and Oxford Finance Corporation (the "Oxford Loan Restructure"). The Oxford
Loan Restructure shall consist of Five (5) monthly principal and interest payments of Forty-Five Thousand Dollars ($45,000) beginning November 1, 2005 and ending
March 1, 2006 at which point the remaining loan balance as of March 30, 2006 shall be amortized on a straight-line basis through August 1, 2007. Except for any
supplemental payments to debt service resulting from success fees related to Debtor's corporate service contracts or the sale of Equipment assets, Debtor will not modify the Oxford Loan Restructure in
manner that would increase the debt service greater than the amortization set forth herein.






	III.
	MODIFIED AMORTIZATION



The
provisions of Section III replace in full the provisions of Section III of the Original Modification Agreement. 



	1.
	GE
Capital will modify Debtor's obligation to make scheduled principal and interest payments under the Schedules as outlined in Exhibit A attached hereto ("Modified
Amortization").



	2.
	Proceeds
resulting from the sale of Equipment assets will be applied to the Account Balance by shortening the term remaining under the Modified Amortization with no reduction in
monthly payments as stated therein;



	3.
	Debtor
will pay to GE Capital 2% of success fees resulting from Debtor's corporate service contracts during the term of the Modified Amortization ("GE Capital's Share of Success 










Fees");
provided, however, that no fee shall be due under this paragraph 3 for any success fees earned after ninety (90) days from the date the Debtor has prepaid the Account Balance as
set forth in paragraph 4 below. As Debtor receives success fees, 50% of GE Capital's Share of Success Fees will be applied to the Account Balance, with the remainder applied as earned income.
If, however, by June 30, 2006, the Debtor has not obtained at least one of the following validations of its strategic direction: a) the AstraZeneca success fee or a similar success fee
has been earned by Debtor, b) the Debtor has entered into additional contracted success fees of at least Five Million Dollars ($5,000,000), c) the Debtor has otherwise demonstrated
reasonable business development progress as determined by GE in its sole reasonable discretion, or d) the Debtor has obtained continued investor support sufficient to extend Debtor's cash
runway to March 31, 2007 or later, then the Debtor shall be in Default of the Loan Agreement and the then outstanding balance under the Loan Documents will become due in full; 



	4.
	Debtor
may prepay the Account Balance upon payment of the then outstanding Account Balance plus an additional sum as a premium equal to 5% of the prepaid Account Balance. Any amounts
prepaid will be applied to the Account Balance by shortening the term remaining under the Modified Amortization with no reduction in monthly payments as stated therein.






	IV.
	GRANT OF SECURITY INTEREST; NEGATIVE PLEDGE



	1.
	In
addition to the Security Interest pledged under the Original Modification, Debtor hereby grants to GE Capital a joint first priority security interest with Oxford Finance
Corporation in all of Debtor's cash, cash equivalents, investment property, and accounts, and authorizes GE Capital to take all actions required to perfect such security interest, including without
limitation the preparation and filing of appropriate financing statements and/or amendments to existing financing statements.



	2.
	Debtor
will not pledge or create or allow to exist any lien, security interest or encumbrance of any kind on, any of its intellectual property (whether registered or unregistered),
including without limitation all patents, patent rights, trademarks, trade names, service marks, and copyrights, and all technology, know-how and processes necessary for the conduct of its
business.






	V.
	REMAINING TERMS TO CONTINUE IN EFFECT; MISCELLANEOUS



	1.
	Except
as expressly modified herein, conditions and terms of the Loan Documents as modified by the Original Modification Agreement and Amendment 1 shall continue in full force and
effect in accordance with their original terms and conditions.



	2.
	If
this Amendment is deemed unenforceable in any respect, then and in such case the parties agree that the Loan Documents shall be enforceable in accordance with their original terms
and conditions as if this Amendment had never been executed.



	3.
	It
is the intention of the parties hereto to comply with all applicable usury laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in this Amendment or
the Loan Documents, in no event shall any of the foregoing require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received thereunder, or in the event that all of the Account Balance shall be prepaid, so that under any of such circumstances the amount of interest contracted
for, charged or received under this Amendment or the Loan Documents shall exceed the maximum amount of interest permitted by applicable law, then in such event (a) the provisions of this
Section shall govern and control, (b) neither Debtor nor any other person or entity now or thereafter liable for the payments shall be obligated to pay the amount of such interest to the extent
that it is in excess of the maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid
Account Balance or refunded to the party having 













paid
same, at the option of GE Capital, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. 



	4.
	GE
Capital may, in its sole discretion, apply any payment received from Debtor at any time against any obligation due and owing by Debtor under the Loan Documents, notwithstanding any
statement appearing on or referred to in any remittance from Debtor or any prior application of such payment. In the event any bankruptcy proceedings are instituted by or against Debtor under any
applicable bankruptcy law within 90 days after receipt by GE Capital of any such payment, such payment shall be deemed applicable to unpaid obligations then due hereunder in the inverse order
of maturity.



	5.
	This
Amendment shall be binding upon and shall inure to the benefit of all the parties hereto and their respective administrators, successors and permitted assigns.



	6.
	This
Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 




        INTENDING
TO BE LEGALLY BOUND, the parties hereto have executed this Amendment and have caused this Amendment to be executed by their respective duly authorized representatives as of the
day first above-written. 



	BG Medicine, Inc.
	

By:	
 	

/s/ [Illegible]

	

Title:	
 	

President

	
General Electric Capital Corporation
	

By:	
 	

/s/ [Illegible]

	

Title:	
 	

Duly Authorized Signatory











Exhibit A  


MODIFIED AMORTIZATION 



	date
	 	starting balance
	 	debt service
	 	interest
	 	principal
	 	remaining balance
	 
	9/1/2005	 	1,042,652.98	 	35,500.00	 	8,688.77	 	26,811.23	 	1,015,841.75	 
	10/1/2005	 	1,015,841.75	 	35,500.00	 	8,465.35	 	27,034.65	 	988,807.10	 
	11/1/2005	 	988,807.10	 	35,500.00	 	8,240.06	 	27,259.94	 	961,547.16	 
	12/1/2005	 	961,547.16	 	35,500.00	 	8,012.89	 	27,487.11	 	934,060.05	 
	1/1/2006	 	934,060.05	 	35,500.00	 	7,783.84	 	27,716.16	 	906,343.89	 
	2/1/2006	 	906,343.89	 	35,500.00	 	7,552.86	 	27,947.14	 	878,396.75	 
	3/1/2006	 	878,396.75	 	35,500.00	 	7,319.98	 	28,180.02	 	850,216.73	 
	4/1/2006	 	850,216.73	 	53,846.69	 	7,085.14	 	46,761.55	 	803,455.18	 
	5/1/2006	 	803,455.18	 	53,846.69	 	6,695.46	 	47,151.23	 	756,303.95	 
	6/1/2006	 	756,303.95	 	53,846.69	 	6,302.53	 	47,544.16	 	708,759.79	 
	7/1/2006	 	708,759.79	 	53,846.69	 	5,906.33	 	47,940.36	 	660,819.43	 
	8/1/2006	 	660,819.43	 	53,846.69	 	5,506.83	 	48,339.86	 	612,479.57	 
	9/1/2006	 	612,479.57	 	53,846.69	 	5,104.00	 	48,742.69	 	563,736.88	 
	10/1/2006	 	563,736.88	 	53,846.69	 	4,697.80	 	49,148.89	 	514,587.99	 
	11/1/2006	 	514,587.99	 	53,846.69	 	4,288.24	 	49,558.45	 	465,029.54	 
	12/1/2006	 	465,029.54	 	53,846.69	 	3,875.24	 	49,971.45	 	415,058.09	 
	1/1/2007	 	415,058.09	 	53,846.69	 	3,458.82	 	50,387.87	 	364,670.22	 
	2/1/2007	 	364,670.22	 	53,846.69	 	3,038.92	 	50,807.77	 	313,862.45	 
	3/1/2007	 	313,862.45	 	53,846.69	 	2,615.52	 	51,231.17	 	262,631.28	 
	4/1/2007	 	262,631.28	 	53,846.69	 	2,188.60	 	51,658.09	 	210,973.19	 
	5/1/2007	 	210,973.19	 	53,846.69	 	1,758.11	 	52,088.58	 	158,884.61	 
	6/1/2007	 	158,884.61	 	53,846.69	 	1,324.03	 	52,522.66	 	106,361.95	 
	7/1/2007	 	106,361.95	 	53,846.69	 	886.35	 	52,960.34	 	53,401.61	 
	8/1/2007	 	53,401.61	 	53,846.63	 	445.02	 	53,401.61	 	(0.00	)











 
 

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS    
    



        The undersigned hereby certifies: (i) that he/she is the Secretary of BG Medicine, Inc., a Dalaware
corporation; (ii) that the following is a true, accurate and complete transcript of resolutions duly adopted at a meeting of the Board of Directors of said Corporation duly held on the
8th day of December, 2005, at which a quorum was present, and that the proceedings were in accordance with the Articles and by-laws of said Corporation, and (iii) that
said resolutions have not been amended or revoked, and are in full force and effect. 


        "RESOLVED, that each of the officers of this Corporation, whose name appears below, or the duly elected or appointed successor in office
of any or all of them, be and hereby is authorized and empowered in the name and on behalf of this Corporation to borrow from General Electric Capital Corporation or its successors and assigns
(hereinafter referred to as "Secured Party") from time to time, such sum or sums of money as in the judgment of such officer or officers the Corporation
may require and to execute on behalf of the Corporation and to deliver to Secured Party in the form required by Secured Party a promissory note or notes of this Corporation evidencing the amount or
amounts borrowed or any renewals and/or extensions thereof, such note or notes to bear such rate of interest and be payable in such installments and on such terms and conditions as such officer may
agree to by his signature thereon. 


        FURTHER RESOLVED, that any of the aforesaid officers, or his duly elected or appointed successor in office, be and hereby is authorized
and empowered to do any acts, including, but not limited to, the mortgage, pledge, or hypothecation from time to time with Secured Party of any or all the assets of this Corporation to secure such
loan or loans and any other indebtedness or obligations, now existing or hereafter arising, of this Corporation to Secured Party, and to execute in the name of and on behalf of this Corporation, any
chattel mortgages, notes, security agreements, financing statements, renewal, extension or consolidation agreements, and any other instruments or agreements deemed necessary or proper by Secured Party
in respect of the collateral securing any indebtedness of this Corporation, and to affix the seal of this Corporation to any mortgage, pledge, or other such instrument if so required or requested by
Secured Party. 


        FURTHER RESOLVED, that each said officer of this Corporation is hereby authorized to do and perform all other acts and deeds that may be
requisite or necessary to carry fully into effect the foregoing resolutions. 


        FURTHER RESOLVED, that the officers referred to in the foregoing resolutions, their names and signatures are as follows: 



	NAME
	 	TITLE
	 	SIGNATURE

	Pieter Muntendam	 	President & CEO	 	/s/ PIETER MUNTENDAM





        FURTHER RESOLVED, that Secured Party is authorized to rely upon the aforesaid resolutions until receipt by it of written notice of any
change, which changes of whatever nature shall not be effective as to Secured Party to the extent that it has theretofore relied upon the aforesaid resolutions in the above form. 


        IN WITNESS WHEREOF, I have set my hand and affixed the seal of said Corporation this 8th day of December, 2005. 



	/s/ WILLIAM T. WHELAN
 Secretary William T. Whelan	 	 





(CORPORATE
SEAL) 









 
 

AMENDMENT NO. 3    
    


        THIS AMENDMENT NO. 3 is made as of the 27th day of December 2006, between General Electric Capital Corporation ("Secured Party") and BG
Medicine, Inc. ("Debtor") in connection with that certain Master Security Agreement, dated as of October 3, 2001 as amended by Amendments dated as of October 5, 2001 and
November 2, 2004 ("Agreement"). The terms of this Amendment No. 3 are hereby incorporated into the Agreement as though fully set forth therein. Secured Party and Debtor mutually desire
to amend the Agreement as set forth below. Section references below refer to the section numbers of the Agreement. 


        Sections
2(1) is hereby added and read as follows: 



"(I) Debtor
agrees that it shall not, and shall not allow any of its subsidiaries to, directly or indirectly, create, incur, assume, permit to exist, guarantee or otherwise become or remain
directly or indirectly liable with respect to, any Debt (as hereinafter defined), except for (i) Debt of Debtor to Secured Party, (ii) Debt existing on the date hereof and set forth on
Schedule A to this Agreement, and (iii) Debt not to exceed $500,000 in the aggregate in any fiscal year of Debtor secured by liens described in clause (k) of the definition of
Permitted Liens and provided such Debt does not exceed the lesser of cost or fair market value of the equipment financed with such Debt. The term "Debt"
shall mean, with respect to any person, at any date, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds,
debentures, notes or other similar instruments, or upon which interest payments are customarily made, (c) all obligations of such person to pay the deferred purchase price of property or
services incurred in the ordinary course of business if the purchase price is due more than six (6) months from the date the obligation is incurred, (d) all capital lease obligations of
such person, (e) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product, (f) all obligations of such person to purchase securities (or other property) which arise out of or in connection with the issuance or sale of the same or substantially
similar securities (or property), (g) all contingent or non-contingent obligations of such person to reimburse any bank or other person in respect of amounts paid under a letter of
credit or similar instrument, (h) all Indebtedness secured by a lien on any asset of such person, whether or not such Debt is otherwise an obligation of such person, (i) all obligations
of such person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that
person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, and (j) all obligations or liabilities of other guaranteed by such person; and
(m) all obligations of such person to trade creditors incurred in the ordinary course of business and more than one hundred twenty (120) days past due." 




        TERMS
USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT. IF THERE IS ANY CONFLICT BETWEEN THE PROVISIONS OF THE AGREEMENT AND THIS AMENDMENT NO. 3, THEN THIS AMENDMENT NO. 3 SHALL CONTROL. 


        IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the 27th day of December 2006
by signature of their respective authorized representative set forth below. 



	General Electric Capital Corporation	 	BG Medicine, Inc.
	

By:	
 	

/s/  JOHN EDEL      
	
 	

By:	
 	

/s/  PIETER MUNTENDAM      

	

Name:	
 	

John Edel
	
 	

Name:	
 	

Pieter Muntendam

	

Title:	
 	

SVP
	
 	

Title:	
 	

President






Amendment
to Master Security Agreement 








        No
variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid unless in writing and signed by an authorized representative of Maker and
Payee. Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 



        Any
provision in this Note or any Security Agreement which is in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto. 



	 	 	BG Medicine, Inc.
	

 	
 	

By:	
 	

/s/  PIETER MUNTENDAM      
	
 (Witness)	 	 	 	

	

 	
 	

Name:	
 	

Pieter Muntendam
	
 (Print name)	 	 	 	

	

 	
 	

Title:	
 	

President
	
 (Address)	 	 	 	






	 	 	Federal Tax ID #:	 	043506204

	

 	
 	

Address: 610 Lincoln Street North, Waltham, MA 02451











 
 

PROMISSORY NOTE    
    
    December 27, 2006
  (Date)    
    



        FOR VALUE RECEIVED, BG Medicine, Inc. a corporation located at the address stated below
("Maker") promises, jointly and severally if more than one, to pay to the order of General Electric Capital Corporation or any subsequent holder hereof
(each, a "Payee") at its office located at 83 Wooster Heights Road, 5th Floor, Danbury, CT
06810 or at such other place as Payee or the holder hereof may designate, the principal sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), with interest on the
unpaid principal balance, from the date hereof through and including the dates of payment, at a fixed interest rate of Eleven and Thirty-Eight Hundredths percent
(11.38%) per annum, to be paid in lawful money of the United States, in Eight (8) consecutive monthly installments of principal and interest as follows: 



	Periodic Installment
 
	 	Amount

	(7) Seven	 	$	65,196.56






each
("Periodic Installment") and a final installment which shall be in the amount of the total outstanding principal and interest. The first Periodic Installment shall be due and payable on 2/1/07
and the following Periodic Installments and the final installment shall be due and payable on the same day of each succeeding month (each, a "Payment Date"). Such installments have been calculated on
the basis of a 360 day year of twelve 30-day months. Each payment may, at the option of the Payee, be calculated and applied on an assumption that such payment would be made on its
due date. 


        The
acceptance by Payee of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Payee's right to receive payment in
full at such time or at any prior or subsequent time. 


        The
Maker hereby expressly authorizes the Payee to insert the date value is actually given in the blank space on the face hereof and on all related documents pertaining hereto. 


        This
Note may be secured by a security agreement, chattel mortgage, pledge agreement or like instrument (each of which is hereinafter called a "Security
Agreement"). 


        Time
is of the essence hereof. If any installment or any other sum due under this Note or any Security Agreement is not received within ten (10) days after its due date, the Maker
agrees to pay, in addition to the amount of each such installment or other sum, a late payment charge of five percent (5%) of the amount of said installment or other sum, but not exceeding any lawful
maximum. If (i) Maker fails to make payment of any amount due hereunder within ten (10) days after the same becomes due and payable; or (ii) Maker is in default under, or fails to
perform under any material term or condition contained in any Security Agreement, then the entire principal sum remaining unpaid, together with all accrued interest thereon and any other sum payable
under this Note or any Security Agreement, at the election of Payee, shall immediately become due and payable, with interest thereon at the lesser of eighteen percent (18%) per annum or the highest
rate not prohibited by applicable law from the date of such accelerated maturity until paid (both before and after any judgment). 


        In
the event Maker (a) sells, leases, exchanges or transfers all or substantially all of the property, assets or business of Maker or, (b) is involved with an initial
public offering of its shares or (c) is a party to any merger or consolidation, then Maker may prepay in full, but not in part, its entire indebtedness hereunder upon payment of the entire
indebtedness plus an additional sum as a premium equal to the following percentages of the original principal balance for the indicated period: 



Prior
to the first annual anniversary date of this Note: Not Applicable. 


Thereafter
and prior to the second annual anniversary date of this Note: five percent (5%) 


Thereafter
and prior to the third annual anniversary date of this Note: four percent (4%) 












Thereafter
and prior to the fourth annual anniversary date of this Note: three percent (3%) 


and
zero percent (0%) thereafter, plus all other sums due hereunder or under any Security Agreement. 




        It
is the intention of the parties hereto to comply with the applicable usury laws; accordingly, its is agreed that, notwithstanding any provision to the contrary in this Note or any
Security Agreement, in no event shall this Note or any Security Agreement require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any
such excess interest is contracted for, charged or received under this Note or any Security Agreement, or if all of the principal balance shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged or received under this Note or any Security Agreement on the principal balance shall exceed the maximum amount of interest permitted by applicable law, then
in such event (a) the provisions of this paragraph shall govern and control, (b) neither Maker nor any other person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected
shall be either applied as a credit against the then unpaid principal balance or refunded to Maker, at the option of the Payee, and (d) the effective rate of interest shall be automatically
reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the
foregoing, all calculations of the rate of interest contracted for, charged or received under this Note or any Security Agreement which are made for the purpose of determining whether such rate
exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full
stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from Maker or otherwise by Payee in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended state law or the law of the United States of America. 


        The
Maker and all sureties, endorsers, guarantors or any others (each such person, other than the Maker, an "Obligor") who may at any time
become liable for the payment hereof jointly and severally consent hereby to any and all extensions or time, renewals, waivers or modifications of, and all substitutions or releases of, security or of
any party primarily or secondarily liable on this Note or any Security Agreement or any term and provision of either, which may be made, granted or consented to by Payee, and agree that suit may be
brought and maintained against any one or more of them, at the election of Payee without joinder of any other as a party thereto, and that Payee shall not be required first to foreclose, proceed
against, or exhaust any security hereof in order to enforce payment of this Note. The Maker and each Obligor hereby waives presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting this Note or enforcing any of the security
hereof, and agrees to pay (if permitted by law) all expenses incurred in collection, including Payee's actual attorneys' fees. Maker and each Obligor agrees that fees not in excess of twenty percent
(20%) of the amount then due shall be deemed reasonable. 


        THE
MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE, ANY OF THE RELATED
DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND
PAYEE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT 









CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 


        This
Note and any Security Agreement constitute the entire agreement of the Maker and Payee with respect to the subject matter hereof and supercedes all prior understandings, agreements
and representations, express or implied. 







        *LOAN3009*



COLLATERAL SCHEDULE NO. 013  


        THIS COLLATERAL SCHEDULE NO. 013 is annexed to and made a part of that certain Master Security Agreement dated as
of October 3, 2001 between General Electric Capital Corporation, together with its successors and assigns, if any, as Secured Party and BG Medicine, Inc. as Debtor and describes
collateral in which Debtor has granted Secured Party a security interest in connection with the Indebtedness (as defined in the Security Agreement) including without limitation that certain Promissory
Note dated 12/27/06 in the original principal amount of $500,000.00. 



	Quantity
	 	Manufacturer
	 	Serial Number
	 	Year/Model and Type of Equipment

	    	 	 	 	 	 	 





SEE
EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF 


and
including all additions, attachments, accessories and accessions thereto, and any and all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof. 


        Debtor
is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling
interest in or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"),
Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under
Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and
(ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. 



	SECURED PARTY:	 	DEBTOR:
	
General Electric Capital Corporation	
 	

BG Medicine, Inc.
	

By:	
 	

/s/ JOHN EDEL
	
 	

By:	
 	

/s/ PIETER MUNTENDAM

	

Name:	
 	

John Edel
	
 	

Name:	
 	

Pieter Muntendam

	

Title:	
 	

SVP
	
 	

Title:	
 	

President

	

Date:	
 	

12/27/06
	
 	

Date:	
 	

12/28/06











EXHIBIT A

BG Medicine, Inc.

Acct # 4121384-013  


BG Medicine, Inc.

Oxford Financed Assets

As of 10/1/06  



	Description
 
	 	Serial #
	 	Ext. Price

	Peek six column selector	 	8408	 	3,510.00
	Peek six column selector	 	8409	 	3,510.00
	Peek six column selector (custom)	 	8476	 	3,044.70
	Peek six column selector (custom)	 	8477	 	3,044.70
	Marathon Centrifuge	 	64660672	 	10,025.00
	Scotsman AFE 400 Ice Flaker	 	605931-02D	 	3,000.00
	

TOTAL SCHEDULE 1	
 	

 	
 	

26,134.40
	

IBM Thinkpad T30	
 	

78CPZ47	
 	

2,252.00
	Dell Optiplex	 	4R33C11	 	2,147.00
	Dell Powerconnect 3248	 	36SK511	 	1,424.00
	Dell Powerconnect 3248	 	D5SK511	 	1,424.00
	ATEN 16 Port KVM Switch	 	03\270086AG0018	 	2,395.00
	Thinkpad P31GHZ	 	78-AYCZR	 	1,803.23
	Thinkpad P31GHZ	 	78-AYDBT	 	1,803.23
	Dell Poweredge 1650	 	C8JKM11	 	4,917.00
	Okidata 9200N	 	109A1000119	 	4,995.00
	IBM X24	 	FX-GH278	 	2,229.00
	Twin LCD Display	 	18133302122, 18133302121	 	2,534.00
	Poweredge 6650	 	6WF5Y11	 	21,140.00
	IBM Thinkpad T30	 	78CPB07/78CPA59	 	4,545.00
	Network Appliance F840 data storage [Illegible]	 	1032236	 	188,123.09
	Compiler	 	N/A	 	2,086.00
	C++ Math Library	 	N/A	 	2,086.00
	ML Graphics Library	 	N/A	 	2,086.00
	Dl 650 Copier	 	6531002504	 	19,407.52
	Office Pro Air Conditioner	 	05020003600	 	9,870.00
	Cisco PIX 515E Firewall	 	88806383134	 	6,128.85
	Cisco PIX 515E Firewall	 	88806381897	 	2,299.50
	Veritas Backup	 	N/A	 	9,052.31
	Freight—Alltech	 	 	 	84.16
	Freight—Alltech	 	 	 	49.34
	Tax—Fisher	 	 	 	501.25
	Freight—Cambridge Scientific	 	 	 	150.00
	

TOTAL SCHEDULE 2	
 	

 	
 	

295,532.47
	

Q Tof Ultima API	
 	

UH032	
 	

512,660.00
	Q Tof Ultima API	 	UH069	 	512,660.00
	MM CapLC	 	L02MCP 308N	 	62,928.00
	MM CapLC	 	L02MCP 306N	 	62,928.00
	(Autosampler)	 	20145	 	 
	Fraction Coll II	 	D02WFC 497M	 	25,650.00
	M25 STD 115/60 PD1	 	102296025	 	2,235.00
	M25 STD 115/60 PD1	 	102296031	 	2,235.00
	 	 	 	 	 









	Nitrogen Generator	 	N22030-1009	 	29,651.00
	Air Compressor	 	AII137437	 	8,915.00
	

TOTAL SCHEDULE 3	
 	

 	
 	

1,219,862.00
	

Hugin Developer	
 	

N/A	
 	

5,225.00
	SUN DSVI—Basic Unit (L180)	 	3.68E+11	 	26,047.65
	SUN DSVI—LTO Fibre Channel Drive	 	471300014561,471300014570,4713000145	 	33,207.33
	SUN DSVI—UpGrade Card	 	NSN24197	 	3,259.38
	SUN Ten LTO 100gb cartridges	 	NSN24197-01 through NSN24197-08	 	9,254.08
	SUN PCI Single FC Network Adapter	 	S036305,S036296	 	2,738.97
	Veritas NetBackup	 	NSN24197	 	3,703.88
	Veritas NetBackup	 	NSN24197	 	1,026.38
	Veritas NetBackup	 	NSN24197-01 through NSN24197-04	 	8,550.15
	SUN Fire V480	 	233V02C0	 	18,799.36
	SUN PCI Dual FC Network Adapter	 	S018355,S018739	 	4,557.75
	SUN Gigabitethernet/p Adapter	 	S095599,S093169	 	2,301.44
	SUN Solaris and SUN Trunking	 	NSN104438	 	879.96
	SUN StorEdge	 	236H2633-1	 	51,983.24
	SUN 3240GB Sun StorEdge	 	236H2633	 	48,761.02
	Servepoint NAS	 	NSN104438	 	15,907.50
	GeneLinker Platinum System	 	N/A	 	17,900.00
	SAS	 	N/A	 	7,260.00
	Freight—Thermo neslab	 	N/A	 	151.00
	Freight—Parker Hannifin	 	N/A	 	201.76
	Freight—Air Power	 	N/A	 	122.51
	

TOTAL SCHEDULE 4	
 	

 	
 	

261,838.36
	

Analytical Flowcell	
 	

A4974-010	
 	

1,595.00
	6-column selector low profile	 	9735	 	3,383.00
	Model C2 microbore 6 port valve	 	03N-0230H,03N-0231H	 	2,220.00
	(Valve)	 	EM2M10004	 	 
	(Controller)	 	EM2C08786	 	 
	(Power Supply)	 	299133192	 	 
	(Valve)	 	EM2M09945	 	 
	(Controller)	 	EM2C08800	 	 
	(Power Supply)	 	299133813	 	 
	Maldi Mass Spectrometer	 	DAA009	 	478,800.00
	Pico View 300 Ion Source	 	N/A	 	10,244.06
	Maldiprep Module 115 V	 	F0MP1018M	 	29,136.80
	

TOTAL SCHEDULE 5	
 	

 	
 	

525,378.86
	

Dell 24 Port Switch	
 	

TW-03N359-70420-2CS-0025	
 	

1,914.00
	IBM Thinkpad T30	 	78H5627	 	2,475.00
	IBM Thinkpad T30	 	78H5645	 	2,475.00
	IBM Thinkpad T30	 	78H5651	 	2,475.00
	IBM Thinkpad T30	 	78H5523	 	2,475.00
	HumanPSD Research Database	 	N/A	 	34,000.00
	FAS960 Storage Server	 	1033250	 	140,358.07
	NetApp SW Subscription FAS960	 	 	 	30,432.77
	Transpath/Transfac Professional [Illegible]	 	N/A	 	29,000.00
	Freight—Applied Biosystems	 	 	 	14.35
	Freight—Alltech	 	 	 	61.90
	Freight—Alltech	 	 	 	33.35
	 	 	 	 	 









	Freight—VICI	 	 	 	38.20
	

TOTAL SCHEDULE 6	
 	

 	
 	

245,752.64
	

Select Pro 6 Column Selector	
 	

9130	
 	

3,900.00
	Waters	 	A03XY6 284M	 	30,788.00
	Waters	 	A03XY6 282M	 	30,788.00
	Waters	 	A03APC 205A	 	6,794.00
	Waters	 	A036CF 799T	 	7,998.00
	Waters	 	A036CF 802T	 	7,998.00
	Waters	 	A03APC 213M	 	6,794.00
	Waters	 	A03487 465M	 	8,772.00
	Waters	 	A0360F 643M	 	7,998.00
	Waters	 	A0360F 640M	 	7,998.00
	Waters	 	Fumehood	 	1,548.00
	Waters	 	Fumehood	 	1,548.00
	Waters	 	OTHER	 	22,245.30
	Manifold VM1000	 	BK01245	 	2,930.00
	Vacuum Pump	 	027570758	 	2,123.80
	Freezone 6L Freeze Dry System	 	30300100	 	7,736.00
	Chamber, Drying 16-Port	 	N/A	 	1,660.50
	Centrivap w/heat boost	 	030290101F	 	3,132.40
	Vacuum Pump	 	027532575	 	2,123.80
	APC 5000 Smart Ups	 	WS0239150287	 	2,239.00
	APC 5000 Smart Ups	 	WS0247251556	 	2,239.00
	Dell Blade Server A	 	2p2jb21	 	17,210.00
	Dell Blade Server B	 	2p2jb21	 	7,140.84
	Sonicwall Pro 300	 	004010145CAA	 	2,379.00
	

TOTAL SCHEDULE 7	
 	

 	
 	

196,083.64
	

Microplate Rotor	
 	

N/A	
 	

1,158.63
	Beckman TL-100 Bench-top Ultra [Illegible]	 	TG741	 	14,500.00
	Beckman Rotor Type 75i	 	748	 	3,000.00
	Beckman Rotor TLV100K	 	341	 	2,500.00
	10 Column Stainless Selector	 	EMMM05491	 	2,350.00
	10 Column Stainless Selector	 	EMMM07320	 	2,350.00
	APC Symmetra	 	CA0308120702	 	10,400.00
	APC Symmetra	 	CA0307121595	 	10,400.00
	APC Symmetra	 	CA0306121961	 	10,400.00
	APC Symmetra	 	CA0308121112	 	10,400.00
	

TOTAL SCHEDULE 8	
 	

 	
 	

67,458.63
	

SUN Fire V880 server	
 	

301V00D7	
 	

49,417.53
	SUN 2Gb Memory Expansion	 	NSN25690-01 to NSN25690-08	 	12,992.82
	SUN DSVI ONLY—SCOPETOOL	 	0302117550, 030117548	 	19,020.74
	Veritas NetBackup	 	NSN025690	 	1,795.88
	Veritas NetBackup	 	NSN025690	 	6,246.55
	Veritas Database Edition for Oracle	 	NSN025690	 	5,438.17
	NEC LT240 Projector	 	3200117FR	 	2,783.95
	Freight—Fischer	 	 	 	34.75
	Freight—Valco	 	 	 	14.31
	Freight—Valco	 	 	 	53.80
	Tax—GHA	 	 	 	2,080.00
	 	 	 	 	 









	Freight—GHA	 	 	 	749.00
	

TOTAL SCHEDULE 9	
 	

 	
 	

100,627.50
	

Back up generator	
 	

BY05J554	
 	

125,703.77
	Fuel tank	 	21204	 	 
	Cabinet	 	N/A	 	2,369.68
	Refrigerated Bath Circulator	 	103150029	 	2,120.00
	Profile 6 Column Selector	 	10648	 	3,410.88
	Profile 6 Column Selector	 	10647	 	3,410.88
	

TOTAL SCHEDULE 10	
 	

 	
 	

137,015.20
	

Microfuge	
 	

MHB03G030	
 	

4,664.00
	Rotor	 	03D 1043	 	1,122.00
	Fixed Angle Rotor	 	02U3612	 	6,970.00
	Kodak Image Station 2000R	 	114679	 	28,000.00
	Lock Spray for Qtof Micro	 	7040	 	13,674.00
	Metabolynx Processing Automation	 	 	 	7,654.00
	

TOTAL SCHEDULE 11	
 	

 	
 	

62,084.00
	

OKI Data Color Printer	
 	

N31063A	
 	

3,495.00
	Dell Poweredge 2650	 	HRZTV31	 	5,171.25
	Dell Poweredge 2650	 	JRZTV31	 	5,171.25
	Microsoft Win2003 Enterprise Edition	 	N/A	 	2,214.45
	Microsoft Win2003 Enterprise Edition	 	N/A	 	2,214.45
	Microsof Exchange 2003 Enterprise [Illegible]	 	N/A	 	3,793.65
	Tape drives (Sun Scopetool)	 	1110060986	 	11,506.08
	Tape drives (Sun Scopetool)	 	11100s7348	 	11,506.08
	Power supply	 	NSN21292	 	4,093.41
	Veritas NetBackup	 	 	 	2,539.82
	Veritas NetBackup	 	 	 	2,539.82
	Net App DS14 Shelf	 	 	 	50,138.41
	Universal FC Disk Drive	 	 	 	10,305.21
	FC HBA for Disk	 	 	 	3,459.40
	Wall Botz 310C	 	0002D302940F	 	1,134.04
	Wall Botz 310C	 	0002D3029413	 	1,134.04
	Extreme Switch—Summit 5i	 	0342M-01542	 	8,311.80
	Extreme Switch—Summit 48si	 	03211-00581	 	3,775.80
	Extreme Switch—Summit 48si	 	03371-00032	 	3,775.80
	Extreme Switch—Summit 48si	 	03231-01206	 	3,775.80
	Extreme Switch—Summit 5i	 	0342M-01538	 	8,311.80
	Extreme Switch—Summit 5i	 	0342M-01539	 	8,311.80
	Insurance—Beckman	 	 	 	20.91
	Freight—Beckman	 	 	 	8.75
	

TOTAL SCHEDULE 12	
 	

 	
 	

156,708.83











*LOAN3007* 


Date
December 22, 2006 


General Electric Capital Corporation

83 Wooster Heights Road

Danbury, CT 06810  


Gentlemen: 


        You
are hereby irrevocably authorized and directed to deliver and apply the proceeds of your loan to the undersigned evidenced by that Note
dated                        and secured by that
Security Agreement or Chattel Mortgage dated October 3, 2001, as follows: 



	BG Medicine, Inc.	 	610 Lincoln Street, Waltham, MA 02451	 	$	499,367.78
	General Electric [Interim Interest]	 	83 Wooster Heights Road, Danbury, CT 06810	 	$	632.22





        This
authorization and direction is given pursuant to the same authority authorizing the above-mentioned borrowing: 



	 	 	Very truly yours,
	

 	
 	
BG Medicine, Inc.
	

 	
 	

By:	
 	

/s/  PIETER MUNTENDAM      

	

 	
 	

Name:	
 	

Pieter Muntendam

	

 	
 	

Title:	
 	

President












EXHIBIT C 


DISCLOSURE
SCHEDULE 







BG
Medicine 4121384-013 


Rate:
11.38% 



	MONTH
 
	 	PAYMENT
	 	INTEREST
	 	PRINCIPAL
	 	BALANCE
	 
	12/27/06	 	$	0.00	 	$	0.00	 	$	0.00	 	$	500,000.00	 
	01/01/07	 	$	632.22	 	$	632.22	 	$	0.00	 	$	500,000.00	 
	02/01/07	 	$	65,196.56	 	$	4,741.67	 	$	60,454.89	 	$	439,545.11	 
	03/01/07	 	$	65,196.56	 	$	4,168.35	 	$	61,028.21	 	$	378,516.90	 
	04/01/07	 	$	65,196.56	 	$	3,589.60	 	$	61,606.96	 	$	316,909.94	 
	05/01/07	 	$	65,196.56	 	$	3,005.37	 	$	62,191.19	 	$	254,718.75	 
	06/01/07	 	$	65,196.56	 	$	2,415.58	 	$	62,780.98	 	$	191,937.77	 
	07/01/07	 	$	65,196.56	 	$	1,820.21	 	$	63,376.35	 	$	128,561.42	 
	08/01/07	 	$	65,196.56	 	$	1,219.19	 	$	63,977.37	 	$	64,584.05	 
	09/01/07	 	$	65,196.52	 	$	612.47	 	$	64,584.05	 	$	(0.00	)






        Please
note that the above amortization schedule has been provided to you as a courtesy. The above amortization schedule has been prepared using standard amortization software. You may
want to submit a copy of this schedule along with the contract documents to your CPA firm so they can verify the calculations and that your accounting records comply with generally accepted accounting
principles. 











QuickLinks



Exhibit 10.10


MASTER SECURITY AGREEMENT dated as of October 3, 2001 ("Agreement")



CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS


CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS


AMENDMENT NO. 3


PROMISSORY NOTE December 27, 2006 (Date)