<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

                        Commission File Number 333-11591

                              Tice Technology, Inc.
        (Exact name of small business issuer as specified in its charter)


              Delaware                                       62-1647888
      (State of incorporation)                              (IRS Employer
                                                       Identification Number)

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


                               10267 Kingston Pike
                           Knoxville, Tennessee 37922
                    (Address of principal executive offices)

                                 (865) 531-0000
                           (Issuer's telephone number)


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


         The number of shares outstanding of each of the registrant's classes of
common stock on August 1, 2002 was 22,773,329 Common Shares, 750,000 Class B
Common Shares and 0 Class D Common Shares.

         Transitional Small Business Disclosure Format:         Yes [_]   No [X]


                            Exhibit Index at page 30.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.      Financial Statements.

                                                                         Page
                                                                         ----

Condensed Consolidated Balance Sheets -- As of June 30, 2002                2
         and March 31, 2002

Condensed Consolidated Statements of Operations -- For the Three Months     4
         Ended June 30, 2002 and 2001

Condensed Consolidated Statements of Cash Flows -- For the Three Months     5
         Ended June 30, 2002 and 2001

Notes to Condensed Consolidated Financial Statements                        6

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                               June 30,                March 31,
                                                                 2002                  2002 (1)
                                                           --------------         ---------------
                                                             (unaudited)
<S>                                                        <C>                    <C>
Assets

Cash and cash equivalents                                  $      219,095         $       131,548
Accounts receivable, net                                          827,503                 785,835
Current portion of financing notes receivable, net                204,972                 218,738
Advances to Atmospheric Glow Technologies, LLC                    269,000                      --
Employee advances receivable                                       53,569                  53,485
Prepaid expenses and other current assets                          63,251                  82,712
Costs and estimated earnings in excess of billings
     on uncompleted contracts                                      95,461                  45,388
Vehicles held for sale, net                                       451,018               1,317,571
Inventory, net                                                    149,754                 203,738
                                                           --------------         ---------------

         Total current assets                                   2,333,623               2,839,015

Property and equipment:
     Leasehold improvements                                        19,813                  26,794
     Furniture, fixtures and equipment                            514,376                 515,753
     Rental and lease vehicles                                    750,748                 818,984
     Building and improvements                                         --                 344,188
     Land                                                              --                 123,000
     Vehicles                                                     191,348                 191,348
                                                           --------------         ---------------

         Total property and equipment                           1,476,285               2,020,067

         Less accumulated depreciation                           (485,231)               (436,636)
                                                           --------------         ---------------

         Property and equipment, net                              991,054               1,583,431

Financing notes receivable, less current portion, net             130,824                 152,666
Patents, net                                                      159,313                 160,822
Debt issuance costs, net                                           10,887                  13,609
Other assets                                                       40,000                      --
                                                           --------------         ---------------

         Total assets                                      $    3,665,701         $     4,749,543
                                                           ==============         ===============
</TABLE>

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

(1)  The March 31, 2002 Condensed Consolidated Balance Sheet was derived from
     the audited balance sheet for the year then ended.

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                            June 30,           March 31,
                                                              2002             2002 (1)
                                                         ---------------    --------------
                                                          (unaudited)
<S>                                                      <C>                <C>
Liabilities and Stockholders' Deficit

Current portion of notes payable                         $     3,722,998    $    3,963,758
Current portion of notes payable to related parties              601,250           681,609
Accounts payable                                               1,345,520         1,454,505
Accrued liabilities                                              713,537           778,594
Current portion of capital lease obligations                      48,803            54,474
Other current liabilities                                        140,126           222,470
                                                         ---------------    --------------

         Total current liabilities                             6,572,234         7,155,410

Notes payable, less current portion, net                       1,472,656         1,313,676
Capital lease obligations, less current portion                   45,868            55,491
Other liabilities                                                 15,098            27,957
                                                         ---------------    --------------

         Total liabilities                                     8,105,856         8,552,534

     Stockholders' deficit                                    (4,440,155)       (3,802,991)
                                                         ---------------    --------------

     Total liabilities and stockholders' deficit         $     3,665,701    $    4,749,543
                                                         ===============    ==============
</TABLE>


 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

(1)    The March 31, 2002 Condensed Consolidated Balance Sheet was derived from
       the audited balance sheet for the year then ended.

                                       3

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                               For the three months
                                                                   ended June 30,
                                                              2002               2001
                                                                              (restated)
                                                           ----------        ------------
                                                                    (unaudited)
<S>                                                        <C>               <C>
Operating revenues:
        Royalties                                          $   30,174        $     25,500
                                                           ----------        ------------
    Total operating revenues                                   30,174              25,500

Operating expenses:
    Selling, general and administrative                       200,913             118,396
                                                           ----------        ------------

    Total operating expenses                                  200,913             118,396
                                                           ----------        ------------

Operating loss                                               (170,739)            (92,896)

Other expense:
    Interest expense                                          (43,287)            (49,381)
    Other expense                                             (50,000)                 --
                                                           ----------        ------------

    Net other expense                                         (93,287)            (49,381)
                                                           ----------        ------------

Loss from continuing operations
        before foreign taxes                                 (264,026)           (142,277)
Provision for foreign taxes                                     3,018               2,550
                                                           ----------        ------------

Loss from continuing operations                              (267,044)           (144,827)

Discontinued operations net of applicable
        income taxes:
    Loss from operations of discontinued subsidiaries        (370,121)           (402,517)
    Loss from disposal of assets                                   --                (179)
                                                           ----------        ------------

Loss from discontinued operations                            (370,121)           (402,696)
                                                           ----------        ------------

Net loss                                                   $ (637,165)       $   (547,523)
                                                           ==========        ============
Loss per share (basic and diluted):
    Continuing operations                                  $    (0.01)       $      (0.01)
                                                           ==========        ============
    Discontinued operations                                $    (0.02)       $      (0.01)
                                                           ==========        ============
    Net loss per share                                     $    (0.03)       $      (0.02)
                                                           ==========        ============
</TABLE>

 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       4

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                        For the three months
                                                                           ended June 30,
                                                                        2002             2001
                                                                   --------------   -------------
                                                                           (unaudited)
<S>                                                                <C>              <C>
Net cash flows from operating activities:
     Net loss                                                      $ (637,165)      $  (547,523)
     Adjustments to reconcile net loss to net
         cash used by operating activities:
         Depreciation                                                 160,757           408,581
         Amortization                                                   9,980            35,994
         Increase in cash surrender value of life insurance                --              (750)
         Change in allowance for doubtful accounts                     (2,300)          (13,023)
         Change in inventory reserve                                       --             6,000
         Loss on sale of property and equipment                            --               179
     Changes in operating assets and liabilities:
         Receivables                                                  (41,752)          365,468
         Prepaid expenses and other assets                            (30,612)           23,182
         Inventory                                                     53,984          (108,510)
         Accounts payable and accrued liabilities                    (174,042)         (196,250)
         Other liabilities                                            (95,203)            7,040
                                                                   ----------       -----------

     Net cash used by operating activities                           (756,353)          (19,612)

Cash flows from investing activities:
     Purchases of property and equipment                               (2,440)       (1,454,945)
     Proceeds from disposal of property and equipment               1,300,613           922,661
     Payments received on financing notes receivable                   37,907            32,809
     Additions to patents                                                  --              (714)
     Advances to Atmospheric Glow Technologies, LLC                  (269,000)               --
     Additions to other assets                                        (40,000)          (11,605)
                                                                   ----------       -----------

     Net cash provided (used) by investing activities               1,027,080          (511,794)

Cash flows from financing activities:
     Proceeds from notes payable and long-term debt                   667,111         1,223,301
     Proceeds from life insurance loan                                     --            20,376
     Principal payments on notes payable to related parties           (80,359)          (13,290)
     Principal payments on notes payable and long-term debt          (754,639)         (750,914)
     Principal payments on capital lease obligations                  (15,293)          (17,532)
     Net change in escrow account                                          --            74,910
                                                                   ----------       -----------

     Net cash (used) provided by financing activities                (183,180)          536,851
                                                                   ----------       -----------

     Net increase in cash and cash equivalents                         87,547             5,445

Cash and cash equivalents, beginning of period                        131,548           173,205
                                                                   ----------       -----------

Cash and cash equivalents, end of period                           $  219,095       $   178,650
                                                                   ==========       ===========
</TABLE>

 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

                                       5

<PAGE>

                      Tice Technology, Inc. & Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)

1.       Condensed Consolidated Financial Statements

         Tice Technology, Inc. & Subsidiaries ("Tice" or "the Company") has two
         operating subsidiaries: MidSouth Sign Company, Inc. provides sign
         fabrication, installation and service products to commercial customers
         and provides program and project management services and signage
         surveys through its National Survey Associates division; and LandOak
         Company, Inc. provides vehicle rental and leasing services and brokered
         equipment leasing services. A third subsidiary, Tice Engineering and
         Sales, Inc. that provided engineering and technical solutions for the
         apparel industry, generally through the development or enhancement of
         equipment, discontinued operations in August of 2001.

         The accompanying condensed consolidated financial statements include
         the accounts of Tice Technology, Inc. ("TTI") and its three wholly
         owned subsidiaries, Tice Engineering and Sales, Inc. ("TES"), MidSouth
         Sign Company, Inc. ("MidSouth") and LandOak Company, Inc. ("LandOak").
         The acquisitions of the MidSouth and LandOak businesses were effective
         January 1, 2001. The condensed consolidated balance sheet and the
         results of operations and cash flows as of and for the three months
         ended June 30, 2001 include the balance sheets and the results of
         operations and cash flows of MidSouth and LandOak for the same period.
         The consolidation of these entities is collectively referred to as the
         Company or Tice. All significant intercompany balances and transactions
         have been eliminated.

         These financial statements have been prepared by the Company, without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         generally accepted accounting principles have been omitted. The
         condensed consolidated financial statements should be read in
         conjunction with the financial statements and notes thereto included in
         the audited financial statements of the Company as of and for the
         period ended March 31, 2002.

         The information furnished reflects all adjustments which management
         believes are necessary for a fair presentation of the Company's
         financial position as of June 30, 2002 and the results of its
         operations for the three month periods ended June 30, 2002 and 2001.
         All such adjustments are of a normal recurring nature.

         Effective January 1, 2001, Tice acquired substantially all the assets
         and assumed certain liabilities related to the operations of both
         MidSouth and LandOak in exchange for 5,000,000 and 8,000,000 restricted
         Common Shares, respectively. The acquisition was accounted for by the
         purchase method.

                                       6

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

         During fiscal year 2002, TES discontinued operations and management
         decided to sell the MidSouth subsidiary. Additionally, management
         decided to discontinue LandOak's rental operations and began to close
         its rental centers and liquidate its inventory of rental vehicles. The
         results of operations for the three months ended June 30, 2001 have
         been restated in the same format as the three months ended June 30,
         2002.

2.       Results of Operations

         The results of operations for the three months ended June 30, 2002 and
         2001 are not necessarily indicative of the results to be expected for
         the respective full years.

3.       Recognition of Losses on Receivables

         Accounts are reviewed at least quarterly. The allowance for bad debts
         on trade and notes receivable reflects management's best estimate of
         probable losses, including specific allowances for known troubled
         accounts. All accounts deemed to be uncollectible are written off to
         the allowance for losses.

4.       Inventory

         Inventory consists of the following:

<TABLE>
<CAPTION>
                                                       June 30,        March 31,
                                                         2002             2002
                                                      -----------      ----------
                  <S>                                 <C>              <C>
                  Raw materials                       $    34,344      $   58,140
                  Work in process                          62,742          86,575
                  Finished goods                           52,668          59,023
                                                      -----------      ----------
                                                      $   149,754      $  203,738
                                                      ===========      ==========
</TABLE>

5.       Loss per Share

         Basic and diluted loss per share was computed by dividing net loss
         applicable to common stock by the weighted average common shares
         outstanding during each period. Basic and diluted loss per share are
         the same for both classes of TTI common stock (thus they are not
         presented separately) because both have non-cumulative dividend rights
         of which none were available for distribution under the terms of the
         Certificate of Incorporation.

         Following is a reconciliation of the numerators and denominators of the
         basic and diluted loss per share:

                                       7

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

<TABLE>
<CAPTION>
                                                                  Three months
                                                                 Ending June 30,
                                                             2002            2001
                                                          -----------     -----------
                <S>                                       <C>             <C>
                Loss:
                Basic and diluted:
                  Loss available to
                    common stockholders                   $  (637,165)    $  (547,523)

              Shares:
                Basic and diluted:
                  Weighted average common
                    shares outstanding                     23,523,329      22,398,329
</TABLE>

6.       Notes Payable and Long-Term Debt

         Since March 31, 2002, the Company has issued $667,111 of 6%, 180 day
         notes payable to individuals to provide operational financing, funds
         for debt retirement, and to make advances to Atmospheric Glow
         Technologies, LLC as described in greater detail elsewhere herein.
         These notes are convertible into Common Shares of the Company at the
         option of the note holders based on a conversion price of $0.07 per
         share and the conversion is conditional upon Tice amending its
         Certificate of Incorporation to authorize additional shares.

7.       Income Taxes

         The provision for income taxes relates to foreign taxes on TES's
         license fees and royalty income.

8.       Discontinued Operations

         Management attempted but was not able to locate buyers for the TES
         business and/or the majority of TES assets. As a result, on August 13,
         2001, all TES employees were terminated, inventory, property and
         equipment were written down to estimated disposal value, the building
         housing the TES/TTI offices and facilities was vacated and the lease
         was terminated. Additionally, patents not related to licensing
         agreements were written off, certain accruals were adjusted and a
         reserve for continuing expenses related to discontinued operations was
         established including expenses related to the employment contract with
         William A. Tice through the April 30, 2002 expiration date. Under
         agreements by which it licenses patented technology to other
         manufacturers, TES expects to continue to earn royalties and possible
         additional licensing fees.

         LandOak, of which Tice is the sole shareholder, had a loss of $118,009
         for the three months ended June 30, 2002. Management concluded that the
         rental, leasing and financing operations at LandOak could not create
         sufficient cash flow to justify its existence. In January 2002, LandOak
         began closing its rental centers and has been

                                       8

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued

         liquidating the vehicle inventory and paying off the related
         indebtedness. The Company is currently negotiating the sale of the
         stock of LandOak to certain directors of the Company.

         MidSouth, of which Tice is the sole shareholder, had a loss of $252,112
         for the three months ended June 30, 2002. Subsequent to June 30, 2002,
         MidSouth sold its installation business and certain related assets to a
         former MidSouth employee. Subsequent to June 30, 2002, MidSouth sold
         its NSA business and the related assets to the current President of
         Tice and an unrelated person. Additionally, subsequent to June 30,
         2002, the Company entered into an agreement to sell the stock of
         MidSouth to the same person who purchased the installation business.
         This transaction would become effective upon an affirmative vote of the
         shareholders at the next shareholders meeting.

         Revenues, losses from discontinued operations net of applicable income
         taxes, assets and liabilities of discontinued operations are as
         follows:

<TABLE>
<CAPTION>
         Three Months Ended
         June 30, 2002                                             TES      MidSouth    LandOak     Total
           (Amounts in thousands)
         <S>                                                     <C>        <C>         <C>        <C>
         Revenues                                                $    --    $ 1,007     $   202    $ 1,209

         Loss from operations (net of income tax)                $    --    $  (252)    $  (118)   $  (370)

         Total assets                                            $    53    $ 1,339     $ 1,724    $ 3,116

         Total liabilities                                       $   282    $ 1,924     $ 3,492    $ 5,698

         Three Months Ended
         June 30, 2001                                             TES      MidSouth    LandOak     Total
           (Amounts in thousands)
         Revenues                                                $    58    $ 1,737     $   671    $ 2,466

         (Loss) income from operations (net of income tax)       $  (240)   $   164     $  (327)   $  (403)

         Total assets                                            $   706    $ 2,870     $ 7,601    $11,177

         Total liabilities                                       $   312    $ 1,876     $ 6,904    $ 9,092
</TABLE>

9.       Subsequent Events

         In July 2002, the Company sold the MidSouth installation business and
         related assets to a former MidSouth employee.

         In July 2002, the Company entered into a term sheet to acquire the
         assets of Atmospheric Glow Technologies, LLC ("A-G Tech"), including
         the commercialization and market rights held by A-G Tech to the
         patented Atmospheric Plasma technology. The term sheet is non-binding
         except as to repayment, or conversion to equity, of funds advanced
         prior to closing and certain confidentiality and exclusivity provisions
         and is contingent on the execution of a definitive agreement. Under the
         term sheet, the Company is required to advance funds to A-G Tech to
         fund a stock redemption transaction and A-G Tech's continuing
         operations until the closing of the acquisition. Since March 31, 2002,
         the Company has advanced $1,809,000 to A-G Tech. Additionally, as
         required under the

                                       9

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued


         term sheet and to fund the ongoing expenses of TTI and TES, the Company
         is raising capital under a private placement memorandum. In so doing,
         the Company has issued promissory notes to investors. Such notes accrue
         interest at 6%; principal and interest are payable 180 days after the
         investment date; the notes are convertible, at the option of the
         holders, into Common Shares at a rate of $0.07 per share; and interest
         will not accrue if the notes are converted. Since March 31, 2002, the
         Company has issued notes to investors in the amount of $2,835,850 for a
         total of $3,000,000 in notes issued.

         In July 2002, the Company entered into an agreement to sell the stock
         of MidSouth to the same person who purchased the MidSouth installation
         business and related assets. The closing is conditioned upon the
         approval of the sale of MidSouth stock by the shareholders of the
         Company.

         In August 2002, the Company sold MidSouth's NSA business and related
         assets to Charles R. West, the Company's President and CEO, and an
         unrelated person.

         In August 2002, the Company entered into a settlement and release
         agreement with A3 Technologies, Inc. (formerly Glow Products
         Corporation) ("A3") and A-G Tech. This agreement terminated the
         February 27, 2002 letter of intent whereby the Company agreed to
         acquire the assets of A3.

         The Company has received a waiver letter from its primary lender to
         LandOak allowing the Company additional time to meet its obligations
         under the terms and conditions of its loan agreement.

10.      Continuing Operations

         As shown in the accompanying condensed consolidated financial
         statements, the Company has incurred recurring losses from operations
         and has had to incur significant additional borrowings to sustain
         operations. The ability of the Company to continue as a going concern
         is dependent on management's ability to develop profitable operations
         by discontinuing or divesting unprofitable businesses and acquiring
         businesses that are or will become profitable while maintaining
         adequate financing until such time as cash flow from operations is
         sufficient. During fiscal year 2002, operations at TES ceased due to
         the subsidiary's inability to generate positive cash flow and due to
         the cost of investment required to successfully develop the FS 2000
         product line. As a result, TES has ceased substantially all
         expenditures. LandOak has ceased all rental operations, closed its
         rental centers and has ceased all new leasing and financing business
         because of its inability to compete in its market and obtain necessary
         new financing at competitive rates. LandOak is in the process of
         liquidating its rental vehicle inventory and satisfying the related
         indebtedness. The Company is in negotiations and expects to sell the
         remaining business of servicing the existing leases and financing
         contracts and the stock of LandOak as a condition of TTI's agreement to
         acquire A-G Tech. LandOak has substantially reduced its operating costs
         commensurate with its cessation of operations. MidSouth has
         substantially reduced its operating costs as well. Additionally, it has
         sold the NSA division and the unprofitable installation business and
         the Company has entered into an agreement to sell the stock of MidSouth
         as a condition of its agreement to acquire A-G Tech.

                                       10

<PAGE>

Notes to Condensed Consolidated Financial Statements (unaudited), continued


         The Company has entered into a term sheet to acquire Atmospheric Glow
         Technologies, LLC, which management believes will provide the mechanism
         for the Company to secure future funding and to develop a profitable
         line of business. The Company is currently engaged in the process of
         raising new capital for the completion of the acquisition of A-G Tech,
         such funding to be completed in two phases. The first phase is $3.2
         million of short-term capital necessary to allow the Company to operate
         and meet its pre-closing obligations under the letter of intent with
         A-G Tech. This is being done by issuing short-term notes that are
         convertible to Common Shares valued at $0.07 per share at a future
         date, such conversion expected to be no later than December 31, 2002.
         The Company has collected $3 million of such funds. The second phase is
         the issuance of the Company's Common Shares through a private
         placement, expected to be completed no later than December 2002. Based
         on the successful results to date of the first phase of funding and its
         negotiations for the divestitures of both LandOak and MidSouth,
         management is optimistic that the Company will raise the necessary
         capital and meet the other necessary conditions to complete the
         acquisition of A-G Tech. Management believes that these actions will
         lead to future profitability and positive cash flow such that the
         Company will be able to continue as a going concern.

Item 2.    Management's Discussion and Analysis or Plan of Operation.

The Company

         Tice Technology, Inc. ("Tice") is a Delaware corporation that was
formed in 1996 to acquire and hold the issued and outstanding stock of Tice
Engineering and Sales, Inc. ("TES"). During 1997, Tice acquired all of the
issued and outstanding stock of TES in exchange for 5,450,220 Common Shares and
750,000 Class B Common Shares. Upon completion of the exchange, TES became a
wholly owned subsidiary of Tice.

         Effective January 1, 2001, Tice purchased substantially all of the
assets of MidSouth Sign Company, LLC in exchange for 5,000,000 of its Common
Shares and the assumption of certain liabilities. Also effective on January 1,
2001, Tice purchased substantially all of the assets of The LandOak Company, LLC
in exchange for 8,000,000 of its Common Shares and the assumption of certain
liabilities. Tice formed two subsidiaries, MidSouth Sign Company, Inc.
("MidSouth") and LandOak Company, Inc. ("LandOak"), in which to operate the
businesses purchased.

         Two of Tice's directors, Mike Atkins and Pat Martin, control and are
two of the owners of AMBG Holdings, LLC (formerly MidSouth Sign Company, LLC)
and control and are all of the owners of TLC Rental and Leasing, LLC (formerly
The LandOak Company, LLC). In addition, TLC Rental and Leasing, LLC had
approximately $24,500,000 in outstanding notes payable and accrued interest
payable to investors that were not assumed by Tice. TLC Rental and Leasing, LLC
and its owners have indemnified Tice with respect to such notes. In addition,
Mr. Atkins and Mr. Martin have agreed to continue to personally guarantee
certain bank debt which was assumed by Tice in both the LandOak and the MidSouth
acquisitions.

                                       11

<PAGE>

Proposed Divestitures and Acquisition

         Tice has entered into a term sheet (the "Term Sheet") with Atmospheric
Glow Technologies, LLC ("A-G Tech") evidencing Tice's intent to acquire
substantially all of the assets and assume certain liabilities of A-G Tech in
exchange for cash and Tice Common Shares. In conjunction with its acquisition of
A-G Tech, Tice plans to liquidate the majority of LandOak assets and sell some
of the assets of MidSouth prior to selling the stock of the two subsidiaries.
However, Tice plans to retain its subsidiary TES which ceased business in August
2001, but which holds certain patents including the patent on the Electronic
Gearing Technology (implemented in products for the sewing industry) and a
licensing agreement under which it receives royalties and may receive license
fees. Pursuant to the Term Sheet, Tice will change its management and name. The
Term Sheet is nonbinding (except as to certain provisions such as the return of
advances made by Tice to A-G Tech, confidentiality and exclusive dealing) and
the proposed acquisition is contingent on several conditions, including, but not
limited to, approval by the shareholders of Tice of the sale or liquidation of
the existing Tice subsidiaries (other than TES) and the increase in the number
of authorized shares. The acquisition is also contingent on the completion of a
private placement. A description of the proposed divestitures and acquisition
follows.

Divestiture of Subsidiaries

         LandOak, of which Tice is the sole shareholder, is primarily in the
automobile and light truck rental, leasing, financing and sales business.
LandOak had a loss of $118,009 for the three months ended June 30, 2002.
Management explored a variety of opportunities to expand LandOak's rental
operations and determined that LandOak cannot effectively compete in its market.
The lack of financing has limited LandOak's ability to acquire additional
vehicles further impeding LandOak's ability to compete. Management concluded
that the rental, leasing and financing operations at LandOak could not create
sufficient cash flow to justify its existence. Management has attempted to
locate a buyer for the rental operations but has been unsuccessful to date.

         LandOak operated five rental centers around the east Tennessee area
from Kingsport, Tennessee to Knoxville, Tennessee. In January 2002, LandOak
began closing its rental centers of which all five were closed by June 30, 2002.
Additionally, LandOak is in the process of liquidating the vehicle inventory and
paying off the related indebtedness. LandOak operates a leasing division where
it services internally financed vehicle leases and sales contracts, but has
ceased executing new contracts. As part of the proposed transaction with A-G
Tech, Tice plans to sell the stock of LandOak to two related parties, Pat Martin
and Mike Atkins, who are directors and shareholders of Tice in return for the
buyers' assumption of the LandOak liabilities. The buyers are expected to
continue to liquidate the business.

         The primary business of MidSouth, a wholly owned subsidiary of Tice, is
the design, fabrication, installation and service of metal and vinyl signage,
primarily for customers in the southeastern United States. In addition, MidSouth
operates a division called National Survey Associates ("NSA") that has been
providing sign survey, project management and other services to customers on a
national basis since 1995.

         MidSouth had a loss of $252,112 for the three months ended June 30,
2002. As part of the proposed transaction with A-G Tech, Tice has agreed to
divest itself of MidSouth. Effective

                                       12

<PAGE>

July 1, 2002, MidSouth sold its installation business and certain related assets
to a former MidSouth employee for $139,500 payable monthly through June 1, 2003.
The asset purchase agreement included a supply agreement whereby MidSouth
granted the purchaser the exclusive right to supply installation services for
twelve months. The purchaser also agreed not to compete with MidSouth for
business in certain areas or hire MidSouth's employees that are not listed in
the agreement as available to purchaser.

     National Services Associates, Inc., a Tennessee corporation owned by the
current President of Tice, Charles West, and an unrelated person, purchased the
NSA division and the related assets effective August 1, 2002. The consideration
was forgiveness of approximately $275,000 owed by MidSouth to the purchasers and
the purchaser's assumption of the liabilities related to the NSA division. Pat
Martin, a director of Tice, negotiated the transaction on behalf of Tice as it
involved a purchase by the existing President of Tice. MidSouth agreed not to
compete with the purchaser in the area of national signage surveys and not to
solicit customers listed in the agreement for twenty-four months following the
closing. In consideration of the agreement, the purchaser agreed to pay MidSouth
a fee of 5% of receipts from the customers listed on the exhibit. MidSouth also
agreed not to offer employment to NSA employees for twelve months. Additional
information about MidSouth's business is presented elsewhere herein. The
transaction will result in a gain on sale of assets for MidSouth.

     With respect to the remaining MidSouth business (design, fabrication and
service), the employee who purchased the installation business and related
assets in July 2002 has agreed to acquire the stock of MidSouth, provided that
Tice pays off the MidSouth secured debt to two financial institutions prior to
the closing with A-G Tech and provided that Tice advances $250,000 of working
capital to MidSouth. Payment of these amounts will satisfy amounts owed by Tice,
TES and LandOak to MidSouth and the excess of such payments to MidSouth will be
a loan from Tice to MidSouth which will be secured by MidSouth's assets. The
loan is not expected to exceed $300,000 and will bear interest at 6%. As of
August 15, 2002, the Company had advanced MidSouth $250,000 as part of this
agreement, but had not retired the debt to the two financial institutions.
Repayments by MidSouth to Tice will be made over two years based on five year
amortization with all remaining principal and interest due at the end of
twenty-four months. Tice will be prohibited from competing with MidSouth or
hiring any MidSouth employees for five years from the date of closing. Tice has
the option for $1 for ten years to acquire up to 10% of the outstanding stock of
MidSouth. MidSouth must notify Tice at least thirty days in advance of any sale
of the stock or substantially all assets of MidSouth.

     As this sale (and the sale of the stock of LandOak) is a sale of
substantially all assets of Tice, Tice's shareholders must approve the sale. A
meeting is being set and a proxy prepared. Shareholders holding in excess of 51%
of the issued and outstanding Common Shares of Tice have agreed to vote their
shares in favor of the sale.

Proposed Acquisition

     As discussed previously, Tice and A-G Tech have evidenced their interest to
effect Tice's acquisition of A-G Tech by way of the Term Sheet. The Term Sheet
is not binding on the parties except with respect to certain confidentiality and
exclusivity provisions and the return or conversion to equity of certain funds
advanced or to be advanced by Tice prior to the completion of the acquisition.
Under the Term Sheet, if not changed in the definitive agreement, Tice will
advance A-G Tech $1,500,000 to fund a stock redemption agreement and $50,000
each 30 days

                                       13

<PAGE>

between the date of the Term Sheet and the closing of the acquisition (with
$1,809,000 having been advanced through August 2002), and will issue 87,456,629
Tice Common Shares and 500,000 Tice Class B Common Shares to A-G Tech. The
shares would be nontransferable (except in the case of dissolution of A-G Tech
when they could be transferred to A-G Tech's owners) for twelve months. A-G
Tech, as well as two of Tice's current directors (Mike Atkins and Pat Martin)
will receive piggyback registration rights for twelve months beginning after the
end of the twelve-month restriction on sale. Tice must amend its Certificate of
Incorporation to authorize additional shares and to change its name. Tice's
shareholders must approve the amendment to the Certificate of Incorporation.

     Tice also agrees to increase the number of its Board of Directors to nine.
Six directors will be elected by holders of Class B Common Shares and three
directors will be elected by holders of Common Shares. In connection with the
acquisition, Pat Martin, the current holder of Class B Common Shares, will agree
to convert 500,000 of his Class B Common Shares to Common Shares leaving him
with 250,000 Class B Common Shares. He agrees to approve the issuance of the
500,000 Class B Common Shares to A-G Tech and to enter into a voting agreement
requiring him to vote his Class B Common Shares to elect a designee of A-G Tech
to the Board of Directors for three years after the closing of the acquisition.
A-G Tech will agree to elect Kimberly Kelly-Wintenberg and Thomas Reddoch to the
Tice Board of Directors for three years after the acquisition.

     Tice agrees to raise $6,500,000 of cash or conversion of outstanding debt
in return for no more than 115,000,000 of its Common Shares. The Lanrick Group,
owned by Pat Martin, or its assignees will have the right to invest an
additional $500,000 in Tice at a purchase price of $0.07 per Common Share for a
period of three years from the closing. Tice will divest itself of LandOak and
MidSouth and not negotiate to acquire, or acquire, any other businesses prior to
the closing. Tice will terminate all of its employees and enter into employment
agreements reasonably acceptable to it with key employees of A-G Tech.
Additionally, Tice agreed to assist A-G Tech in obtaining financing to purchase
certain testing equipment costing $225,000. This financing has been completed
with a loan from the Tennessee Center for Research and Development ("TCRD") to
A-G Tech. In connection with the loan, TCRD had the right to convert the debt to
Tice Common Shares at $0.07 per share that it has exercised.

     If successfully consummated, this major shift in business strategy by the
company will also result in an anticipated change in the company's name. Closing
for this transaction is anticipated by September 30, 2002, but no later than
December 31, 2002, unless otherwise agreed by the parties.

     Prior to closing, A-G Tech must enter into a definitive agreement with the
University of Tennessee Research Corporation ("UTRC") amending the existing
license relating to the Atmospheric Plasma technology and UTRC must have
approved the proposed transactions with Tice.

     A description of each of the subsidiaries and the proposed subsidiary
follows:

Tice Engineering and Sales, Inc. ("TES")

     Due to continuing losses and cash flow issues, in August 2001, the Company
discontinued sales, manufacturing, research and development activities at TES.
Management

                                       14

<PAGE>

attempted but was not able to locate buyers for the TES business and/or the
majority of TES assets. As a result, during the quarter ended September 30,
2001, all TES employees were terminated, inventory, property and equipment were
written down to estimated disposal value, the building housing the Tice and TES
offices and facilities was vacated and the lease was terminated. Additionally,
patents not related to licensing agreements were written off, certain accruals
were adjusted and a reserve for estimated continuing expenses was established.
Under agreements by which it licenses patented technology to other
manufacturers, TES expects to continue to earn royalties and possible additional
licensing fees. It is expected that Tice will retain the TES patents upon the
acquisition of A-G Tech described in further detail elsewhere herein.

MidSouth Sign Company, Inc. ("MidSouth")

     MidSouth's primary business is the design, fabrication, installation and
service of metal and vinyl signage, primarily for customers in the southeastern
United States. In addition, MidSouth operated a division called National Survey
Associates ("NSA") which has been sold that provides sign survey, project
management and other services to customers on a national basis. In April 2002,
MidSouth sold the land and building that houses its sign facility in Knoxville,
Tennessee and entered into a leaseback agreement. Effective July 1, 2002,
MidSouth sold its installation business and certain related assets to a former
MidSouth employee. Effective August 1, 2002, National Services Associates, Inc.,
a Tennessee corporation owned by Charles R. West, Tice's President, and an
unrelated party, acquired the NSA division and related assets which acquisition
is described elsewhere. As part of the terms of the acquisition of A-G Tech,
Tice has agreed to sell or liquidate the MidSouth subsidiary. On August 1, 2002,
Tice entered into an agreement to sell the stock (and therefore the remaining
assets) of MidSouth to the purchaser of the installation business. The terms of
this sale are further described elsewhere herein.

LandOak Company, Inc. ("LandOak")

     LandOak is primarily in the automobile and light truck rental, leasing,
financing, lease brokering and vehicle sales business. Initially, LandOak
operated five rental centers in the east Tennessee area from Kingsport,
Tennessee to Knoxville, Tennessee. In January 2002, LandOak began closing its
rental centers. In addition, LandOak operates a financing and leasing division
where it has offered internally financed as well as brokered automobile leasing
for individual and commercial clients.

     LandOak has incurred substantial debt to finance its rental fleet. LandOak
acquired a portion of its vehicles through manufacturer residual value programs
that repurchase or guarantee the resale value of the program vehicles at the end
of the rental cycle. The program vehicles and the related repurchase commitments
of the manufacturer are used as collateral for fleet financing.

     Management explored a variety of opportunities to expand LandOak's rental
operations and determined that LandOak cannot effectively compete in its market.
The lack of financing has limited its ability to acquire additional vehicles
that has further impeded LandOak's competitiveness. Management concluded that
the rental and leasing operations at LandOak cannot create sufficient cash flow
to justify its existence. Therefore, LandOak ceased rental

                                       15

<PAGE>

operations and closed its five rental centers. As described elsewhere, two
shareholders and directors of Tice, Pat Martin and Mike Atkins, have tentatively
agreed to purchase the stock of LandOak in return for their assumption of the
LandOak liabilities. As required by the A-G Tech Term Sheet, the sale of LandOak
must close prior to the closing of the acquisition of A-G Tech. LandOak
continues to service internally financed vehicle leases and sales contracts but
has ceased executing new contracts and no longer offers lease-brokering
services.

Atmospheric Glow Technologies

     As discussed in more detail elsewhere herein, Tice has entered into a Term
Sheet to acquire the assets of Atmospheric Glow Technologies, LLC ("A-G Tech").
In connection with the acquisition, Tice plans to form a new subsidiary that
will acquire the assets of A-G Tech. A-G Tech has licenses for the patented One
Atmospheric Uniform Glow Discharge Plasma (OAUGDP(TM) or Atmospheric Plasma)
technology developed by scientists at the University of Tennessee in Knoxville.
The acquisition of A-G Tech is contingent on many things including Tice
successfully raising $6,500,000 in a private placement. If the acquisition
occurs, the following is a description of the possible applications of the
technology and management's general plan to develop it.

     Management believes that the OAUGDP(TM) technology offers capabilities that
prior plasma technologies could not provide. Because of its differentiating
features, OAUGDP(TM) costs less to generate than earlier technologies. Moreover,
the OAUGDP(TM) technology expands the applicability of plasma which management
believes provides new opportunities to create value. A-G Tech, founded in
January 2000, emerged from the laboratories of the Departments of Electrical
Engineering, Microbiology, Physics and Textiles at the University of Tennessee
when a multi-disciplinary group of scientists recognized the potential market
value of this technology. With the acquisition of A-G Tech, a new integrated
enterprise, Atmospheric Glow Technologies, Inc. ("A-G Tech") will be formed as a
Tice subsidiary that will combine the science capability of A-G Tech with an
enhanced commercialization team from Tice.

     Atmospheric Plasma - as distinguished from blood plasma - is the fourth
state of matter and is a technology in its infancy. As a fundamental science
unto itself, Atmospheric Plasma is a potential source for a multitude of
applications and products. Fundamental technology forms such as transistors,
lasers and related innovations have provided a basis for revolutionary
advancements in applications and products. Tice management believes that
Atmospheric Plasma technology can follow a similar path.

     Management believes that the OAUGDP(TM) technology lends itself to the
development of products in a number of areas. These areas include: (1) air
filtration; (2) biotechnology; (3) chemical and biological decontamination; (4)
sterilization technology; (5) disinfection of food, beverage and pharmaceutical
fermentation processes; and (6) reduction of hydrocarbon based pollutants and
volatile organic compounds (such as diesel soot) to substances such as water and
carbon dioxide.

     The mission is to apply the proprietary OAUGDP(TM) technology to
innovatively satisfy unmet customer needs, create customer value and build a
profitable customer base. The plan is to work to accomplish this mission, and,
in turn, create shareholder value, by:

                                       16

<PAGE>

  1) Forming teams for (a) research and development, (b) application specific
     product and business development, and (c) market and product-specific
     business;

  2) Expanding internal technical and business management capabilities through
     retaining and hiring quality employees with relevant industry knowledge,
     functional skills and technology savvy for the application;

  3) Establishing strategic alliances and outsourcing relationships with select
     corporations and institutions to lower costs and accelerate technical and
     product development (including technical measurements, testing and product
     evaluations);

  4) Establishing business alliances (including manufacturing, marketing and
     sales distribution contract relationships, joint ventures and licensing
     agreements) with select corporations to lower costs, reduce risks and
     accelerate roll-out of product commercialization to maximize profitability;
     and

  5) Leveraging investments and maximizing shareholder value by obtaining
     funding from government grants and contracts and corporate contracts for
     technology advancement and product development and commercialization.

     To date, A-G Tech has identified more than fifteen potential product
applications for its Atmospheric Plasma technology. A-G Tech therefore
anticipates entering and exiting multiple markets as it further develops the
technology. From an operating perspective, A-G Tech plans to pursue joint
ventures, partnerships and third-party relationships in order to speed business
development, maximize flexibility and mitigate risks.

     The Atmospheric Plasma platform technology is in part the result of an
investment of more than $5,000,000 and ten years of research by the University
of Tennessee. The technology platform is encompassed in a portfolio of eight
issued patents held by UTRC. During the past two years, A-G Tech has secured
over $2,000,000 in funding, primarily from government contracts, and has
advanced this university laboratory technology by extending it to an industrial
setting. A-G Tech has filed three additional patent applications/disclosures.
A-G Tech also holds a license (with rights to sub-license) for certain UTRC
patents and is in the process of amending the license with UTRC to clarify and
enhance its position. It is also in the process of acquiring the rights to two
patents on air filtration from an unrelated entity to enhance A-G Tech's
intellectual property position. A-G-Tech is in default under the license with
UTRC but is negotiating a waiver of such default. The acquisition by Tice is
contingent on the execution of the amendment and the waiver. A-G Tech expects to
file additional patent applications as the technology is further developed.

     The OAUGDP(TM) platform technology generates plasma, the fourth state of
matter, in air under standard pressures at ambient temperatures without the need
for either a vacuum or non-atmospheric gas (e.g., compressed helium or argon).
Atmospheric Plasma technology therefore minimizes the need for special
equipment, reduces operating costs and, in turn, increases the applicability of
plasma. Importantly, based upon testing performed to date, Atmospheric Plasma
technology does not produce measurable harmful byproducts and has not had any
deleterious effects on sensitive materials. Oak Ridge National Laboratories has
tested the Atmospheric Plasma for specific gaseous byproducts and found it
compliant with existing OSHA and Environmental Protection Agency ("EPA")
guidelines.

                                       17

<PAGE>

     OAUGDP(TM) is formed by generating an electronic field by applying high
voltage audio frequency currents across two insulated metallic electrodes. This
configuration establishes uniform glow discharge which electronically breaks
down air into short-lived reactive "oxygen-based" chemicals as gases. These
"oxygen-based" chemicals consist of single oxygen atoms (O-normal oxygen in air
is O2), various nitrogen oxides and other oxygen radicals. Upon creation, these
active gases begin attaching to other atoms and the resulting chemistry serves
to alter otherwise stable molecular structures. When organic-based substances,
which can include warfare agents and microorganisms (like bacterial viruses and
molds) are exposed to these active gases, drastic and rapid changes occur in
their structures that result in their destruction or render them harmless. For
example, Atmospheric Plasma has been shown to neutralize the surrogates for such
chemical and biological warfare agents as sarin, mustard gas, smallpox and
anthrax.

     In October 2001, A-G Tech received the US SBA Roland Tibbits Award, a
national award recognizing model innovative high tech small businesses. A-G Tech
was also featured at the 2002 annual meeting of the EPA in Washington, DC for
the unique advances of the plasma technology through its SBIR program.

     Currently A-G Tech is focused on developing five general applications that
are discussed below:

     .  air filtration and purification products

     .  DNA/RNA extraction products

     .  diesel emission-reducing products

     .  portable decontamination products

     .  medical and dental instrument sterilization products

Each general application area has the potential for multiple product
development. Prototypes have been developed for each of these applications.

     Four of these applications have received funding from the federal
government's Small Business Innovation Research ("SBIR") program through the
Department of Defense, the EPA and the National Institute of Health. These
included both Phase I and Phase II funding cycles. The DNA/RNA extraction device
has been internally funded. Management of A-G Tech believes that federal funding
will continue over the next five years as an important ongoing source of revenue
for product development in currently identified areas and application of the
technology in new areas.

     Air Filtration and Purification Products. Indoor air quality is recognized
as a major source of health related problems contributing to lost earnings due
to illness. In part, the growth of this market is driven by changes in federal,
state and local government policies. A-G Tech's initial product offering is the
Enhanced Plasma Sterilized Filter System, or the EPS(TM) System. Developed in
part with EPA SBIR Phase I and II funds to combat sick building syndrome, the
EPS(TM) System provides a safe, efficient and cost effective means of improving
Indoor Air Quality (IAQ). The system is designed to remove and render harmless
many types of bacteria, spores (including anthrax), mold, viruses, disease and
contaminating microorganisms present in

                                       18

<PAGE>

indoor air streams. A-G Tech has begun negotiations with a number of prospective
industry partners regarding the commercialization of the EPS(TM) System.

     DNA/RNA Extraction. The APR 510, A-G Tech's inaugural product, is designed
to help molecular biologists reduce the cost, complexity and time required to
extract/isolate DNA through a rapid, broad spectrum, dry process. The product
has been tested with bacteria, bacterial endspores, fungi, fungal endspores,
viruses and yeast, and found it can prepare DNA for further analysis in minutes
rather than hours or, in some cases, days. In tests monitored by independent
third parties, the device has successfully "prepared" DNA from a mixture of six
microorganisms. Several independent laboratories are currently evaluating the
product and there have been limited sales of the product to date.

     Portable Decontamination ("PD") Devices. PD devices are mobile
decontamination devices developed in part with funding from the Department of
Defense. These devices are designed to provide a safe, non-destructive
decontamination capability for battlefield deployment and for office
environments. It is anticipated that PD devices will provide a method for
dealing with chemical and biological warfare agents as well as commercial
cleanups involving mold removal and treatment. Initial target markets include
military and government agencies and environmental remediation firms.

     Regenerative Diesel Exhaust ("RDE") Filter Systems. Emissions from diesel
engines are associated with significant environmental damage including materials
corrosion, crop damage and acid rain. The EPA recently issued a mandate to
reduced smog-causing nitrogen oxides from diesel vehicles by 95% and soot by
90%. Also proposed was a significantly reduced particulate matter emission
standard for new heavy-duty engines in engine model year 2007. The RDE Filter
System significantly reduces the particulate matter (soot) and volatile organic
compound ("VOC") emissions of diesel engines and is designed to help diesel
engine operators/manufacturers meet the aggressive soot and VOC reduction
standards established by the EPA. Similar standards take effect in the European
Union in 2005. A-G Tech has developed a working prototype for small diesel
engines and received SBIR Phase II funding from the EPA which began in June
2002. The National Transportation Research Center which is affiliated with Oak
Ridge National Laboratories will participate in the EPA phase II work as an
independent test facility.

     Sterilization of Medical and Dental Instruments. Today's hospitals are
performing sophisticated surgeries with a limited supply of complex instruments
that have proven difficult to sterilize. High capital cost, lengthy turnaround
time and increasingly stringent federal regulation are making sterilization of
instruments with ethylene oxide impractical. A-G Tech has developed an
atmospheric plasma device that it believes eradicates over 99% of microorganisms
and biofilms in seconds to minutes with no detectable damage to the instrument.
Unlike similar sterilization systems currently on the market, there is no
requirement for an expensive vacuum system.

     OAUGDP(TM) is protected by multiple patents and A-G Tech has a license
under which it has the right to commercially develop the technology in
territories in which patents exist. The license is subject to certain rights
held by or restrictions imposed by the United States or agencies of the United
States which arose as a result of the receipt of government funding. In
addition, the license is subject to prior rights in several entities, most of
which Tice believes to have been abandoned and which belief will be confirmed
prior to closing. A-G Tech is

                                       19

<PAGE>

negotiating with one of the entities to obtain its rights with respect to the
technology. Several fields of use are excluded from the existing license. In
addition, UTRC has retained the right to grant research licenses and additional
commercial licenses. The exclusions and the right to grant additional commercial
licenses are expected to be deleted in the amendment to the license. A-G Tech is
also negotiating to obtain a right of first refusal for additional patents
relating to the Atmospheric Plasma technology in the amendment.

     Under the license, A-G Tech must pay UTRC royalties of 3% of net sales. A-G
Tech also is required to pay an annual license maintenance fee of $20,000 in
September 2002 and 2003, $40,000 in September 2004 and 2005 and $50,000 in
September of each following year. Any royalties paid during the twelve month
period prior to the payment due date (September 30) are credited against the
annual license maintenance fee. A-G Tech must also pay UTRC 10% of the first
$100,000 received by A-G Tech in other payments relating to the technology and
patents (excluding royalties), 20% of the second $100,000 and 30% of amounts in
excess of $200,000.

Results of Operations

     The following analysis of the consolidated financial condition and results
of operations of Tice Technology, Inc. and its subsidiaries, Tice Engineering
and Sales, Inc., MidSouth Sign Company, Inc. and LandOak Company, Inc.,
collectively referred to as "Tice" or the "Company," should be read in
conjunction with the unaudited condensed consolidated financial statements and
notes thereto included herein and the audited financial statements and notes
thereto for the year ended March 31, 2002.

     The Company's revenues historically have been generated primarily from the
sales of its products and services at its TES subsidiary, with service revenues
representing less than 1% of such revenues. Since TES obtained a patent on its
Electronic Gearing Technology in 1995 and in 1997 began licensing the
non-exclusive rights to manufacture equipment using the technology to other
manufacturers, TES has been receiving license fees and royalties. The
accompanying financial statements reflect the recording of revenues due from
royalties on two categories of machines sold by the licensee during the period.
Management expects that will be a smaller portion of total revenues for the
Company due to the acquisition described in more detail elsewhere. On January 1,
2001, the Company acquired the assets and operations of two additional
businesses, MidSouth and LandOak. MidSouth revenues are generated from the sale
of its products and services, and LandOak revenues are generated primarily from
the rental and leasing of vehicles. As described elsewhere, the Company is
divesting itself of LandOak and MidSouth in connection with the acquisition of
A-G Tech.

Three Months Ended June 30, 2002 and June 30, 2001

     The results of operations and cash flows for the three months ended June
30, 2002 and June 30, 2001 include the results of operations and cash flows of
both MidSouth and LandOak as a result of the Company's acquisition of these
businesses as of January 1, 2001. Due to the cessation of operations at TES in
August 2001, the discontinuance of LandOak's rental operations during fiscal
year 2002, the sale of the MidSouth installation and NSA businesses and related
assets to two buyers, the agreement to sell the stock of MidSouth and the
decision to sell the stock of LandOak, Tice's results of operations for fiscal
years 2003 and 2002 reflect the results of operations for TES, MidSouth and
LandOak in loss from discontinued operations

                                       20

<PAGE>

except for TES's royalty and license fee income, a minor amount of ongoing
general and administrative expenses, interest expense and provision for foreign
taxes, all of which are classified as continuing operations. All of the results
of operations of the holding company are reflected as continuing operations.

     Total operating revenues for the three months ended June 30, 2002,
consisting of royalty income at TES, increased to $30,174 from $25,500 in the
same period of the previous fiscal year. Due to the discontinuance of the
operations of TES and the subsequent sale of LandOak and MidSouth, the revenues
for those subsidiaries in period ended June 30, 2002, other than TES royalties
described above, are included in the loss from discontinued operations.

     Tice had no cost of revenues from continuing operations during the periods
ended June 30, 2002 or June 30, 2001 due to the discontinuance of the TES,
LandOak and MidSouth subsidiaries. The costs of revenues for those subsidiaries
are included in loss from discontinued operations.

     Tice's research and development expenses, related solely to TES, are
included in loss from discontinued operations for the period ended June 30,
2001. Tice had no research and development expenses for the period ended June
30, 2002.

     Selling, general and administrative ("S,G&A") expenses, comprised primarily
of expenses of the holding company, increased in the three months ended June 30,
2002 by 69% to $200,913 from $118,396 in the three months ended June 30, 2001,
primarily reflecting increases in the holding company's management salaries and
benefits due to allocation of resources and legal and accounting fees related to
the company's audit and acquisition activities. Substantially all of TES's SG&A
expenses for both periods are included in loss from discontinued operations,
with only ongoing patent-related costs included in SG&A expenses. Additionally,
all of MidSouth's and LandOak's SG&A expenses for both periods are included in
loss from discontinued operations.

     Interest expense for the three months ended June 30, 2002 decreased 12% to
$43,287 from $49,381 in the three months ended June 30, 2001, primarily
reflecting lower borrowings at Tice and TES. Interest expense related to
MidSouth and LandOak for both fiscal periods are included in loss from
discontinued operations.

     Other expenses of $50,000 during the three months ended June 30, 2002
reflect the one-time write off of advances to Glow Products Corporation, Inc. in
settlement of the termination of a letter of intent and as part of the Company's
proposed acquisition of A-G Tech described in detail elsewhere in this quarterly
report.

     The loss from continuing operations increased by 84% to $267,044 in the
three months ended June 30, 2002 from $144,827 in the three months ended June
30, 2001. This increase was primarily the result of increased S,G&A expenses
related to increases in the holding company's management and salaries and
benefits due to allocation of resources, increased legal and accounting fees
related to the Company's audit and acquisition activities, and higher other
expenses related to the write-off of advances to Glow Products Corporation,
Inc., offset somewhat by lower interest expense.

                                       21

<PAGE>

     The loss from discontinued operations decreased 8% to $370,121 in the three
months ended June 30, 2002 from $ 402,696 in the three months ended June 30,
2001. Operating revenues and expenses for TES, LandOak and MidSouth for the
periods ended June 30, 2002 and 2001, excluding royalty income and certain S,G&A
expenses of TES, have been restated from continuing operations due to the
decision by the Company to discontinue the operations of TES and to sell LandOak
and MidSouth.

<TABLE>
<CAPTION>
Three Months Ended
June 30, 2002                                          TES          MidSouth      LandOak        Total
<S>                                                <C>          <C>           <C>          <C>
Revenues                                           $       --    $  1,006,826   $  202,014   $  1,208,840
Cost of revenues                                           --      (1,040,773)    (237,787)    (1,278,560)
Selling, general and administrative expenses               --        (208,501)     (50,437)      (258,938)
Interest expenses                                          --          (9,664)     (31,799)       (41,463)
                                                   ----------    ------------   ----------   ------------
     Total loss from discontinued operation        $       --    $   (252,112)  $ (118,009)  $   (370,121)
                                                   ==========    ============   ==========   ============
<CAPTION>
Three Months Ended
June 30, 2001                                          TES          MidSouth      LandOak        Total
<S>                                                <C>          <C>           <C>          <C>
Revenues                                           $   57,693    $  1,737,943   $  670,856   $  2,466,492
Cost of revenues                                     (136,610)     (1,301,199)    (760,214)    (2,198,023)
Research and development expenses                    (116,990)             --           --       (116,990)
Selling, general and administrative expenses          (40,000)       (265,307)    (134,623)      (439,930)
Interest expense                                           --         (21,805)    (126,765)      (148,570)
Other                                                  (4,915)         15,250       24,169         34,504
Disposal of property and equipment                         --            (179)          --           (179)
                                                   ----------    ------------   ----------   ------------
     Total loss from discontinued operation        $ (240,822)   $    164,703   $ (326,577)  $   (402,696)
                                                   ==========    ============   ==========   ============
</TABLE>

     Following is a description of the significant components of the loss from
discontinued operations for the three months ended June 30, 2002 and June 30,
2001:

     MidSouth's operating revenues for the three months ended June 30, 2002
decreased 42% to $1,006,826 from $1,737,943 in the three months ended June 30,
2001, mainly due to the adverse effect of the weak economy and strong
competition on MidSouth's fabrication and installation business. Additionally,
due to the lack of major national rebranding programs amongst major national
companies during the three months ended June 30, 2002, MidSouth's NSA division
had smaller, less profitable contracts as compared to the same period in the
previous fiscal year. As a result, MidSouth had lower margins for the three
months ended June 30, 2002. MidSouth had a negative gross profit of $33,947 in
the three months ended June 30, 2002 compared to a gross profit of $436,744 in
the three months ended June 30, 2001.

     LandOak's operating revenues decreased 70% to $202,014 in the three months
ended June 30, 2002 from $670,856 in the three months ended June 30, 2001,
reflecting management's decision to close its rental center operations. During
the three months ended June 30, 2002, the Company had closed four of its five
rental centers, and the fifth center was closed on June 30, 2002. Remaining
operating revenues were the result of lease and finance contracts being serviced
by LandOak. LandOak also began liquidating its rental vehicle fleet during the
three months ended June 30, 2002. The decision to close the rental centers and
liquidate the rental vehicle fleet were driven by LandOak's inability to compete
in the markets in which it operated, reflected in the negative gross margin of
$35,773 in the three months ended June 30, 2002 and the negative gross margin of
$89,358 in the three months ended June 30, 2001.

                                       22

<PAGE>

     Due to the cessation of operations of TES during fiscal year 2002, the
Company recorded no revenues, cost of revenues or research and development costs
in the three months ended June 30, 2002 as compared to $57,693, $136,610 and
$116,990, respectively, in the three months ended June 30, 2001.

     S,G&A expenses decreased 41% to $258,938 in the three months ended June 30,
2002 from $439,930 due to reductions at TES as a result of the discontinuance of
operations and reductions at MidSouth and LandOak due to management's actions to
reduce costs based on declining operating revenues at both subsidiaries.

     Interest expense at the discontinued operations decreased 72% to $41,463 in
the three months ended June 30, 2002 from $148,570 in the three months ended
June 30, 2001, primarily due to vehicle liquidations and subsequent debt
retirements at LandOak.

Liquidity and Capital Resources

     Since its inception, Tice has financed its operations through a combination
of cash flow from operations, bank borrowings, borrowings from individuals and
the sale of common stock. Capital requirements have arisen primarily in
connection with operating losses and purchases of fixed and intangible assets.
Tice (through its wholly owned subsidiary, TES) historically made significant
expenditures for research and development and marketing of new technology,
particularly in fiscal years 2001 and 2002, related to the FS-2000 felling
machine and the dual-sew lockstitch machine. In fiscal year 2001, Tice acquired
substantially all the assets and assumed certain liabilities associated with two
businesses, MidSouth and LandOak. In connection with these acquisitions, Tice
incurred operating losses and significantly increased the amount of its
liabilities, increasing the need for capital to meet debt obligations, working
capital requirements and investment in property and equipment. In addition, Tice
will have additional capital needs as it pursues other acquisitions, including
the acquisition of A-G Tech for which Tice has entered into a Term Sheet
outlining proposed terms of the acquisition. Tice's cash flow was affected by
the MidSouth and LandOak businesses during only the fourth quarter of fiscal
year 2001 and the entirety of fiscal year 2002.

     Net cash used by operating activities was $1,025,353 and $19,612 in the
three months ended June 30, 2002 and 2001, respectively. The primary uses of the
cash from operating activities in the three months ended June 30, 2002 were the
net loss of $637,165, the increase in amounts receivable of $310,752 made up
primarily of advances to Atmospheric Glow Technologies, LLC under the Term
Sheet, the reduction of accounts payables and accrued liabilities of $174,042,
and other increases and decreases in working capital items, reduced somewhat by
the adjustment of depreciation and other non-cash items totaling $173,037. The
primary uses of cash from operating activities in the three months ended June
30, 2001 were the net loss of $547,523, offset somewhat by the adjustment of
depreciation and other non-cash items totaling $436,981, the decrease in
accounts payable of $196,250 and the decrease of inventory of $108,510, offset
by the decrease of accounts receivable of $365,468 and other changes in working
capital items.

     Net cash provided by investing activities was $1,296,080 in the three
months ended June 30, 2002 and net cash used by investing activities was
$511,794 in the three months ended June

                                       23

<PAGE>

30, 2001. The primary sources of cash from investing activities in the three
months ended June 30, 2002 was $1,300,613 of proceeds from the disposal of
property and equipment (primarily rental and lease vehicle dispositions at
LandOak) and payments received on financing notes receivable of $37,907,
partially offset by the additions to other assets of $40,000 and other items.
Net cash used by investing activities in the three months ended June 30, 2001
was primarily the purchase of property and equipment of $1,454,945 (mainly
vehicles at LandOak), offset somewhat by the proceeds from the disposal of
property and equipment of $922,661 (primarily the sale of vehicles at LandOak)
and other items.

     Net cash used by financing activities in the three months ended June 30,
2002 was $183,180 and net cash provided by financing activities in the three
months ended June 30, 2001 was $536,851. The primary uses of funds by financing
activities in the three months ended June 30, 2002 were $754,639 of principal
payments on notes payable and long-term debt (primarily LandOak's payment of
indebtedness upon the sale of vehicles which collateralize the indebtedness),
$15,293 of principal payments on capital lease obligations and $80,359 of
principal payments on notes payable to related parties, partially offset by
proceeds from notes payable of $667,111 (primarily short term borrowings at Tice
to fund operational needs, debt retirement and advances to Atmospheric Glow
Technologies, LLC in accordance with the Term Sheet described elsewhere herein).

     Cash provided by financing activities in the three months ended June 30,
2001 was from $1,223,301 of proceeds from notes payable (primarily borrowings at
LandOak to finance the purchase of vehicles), the reduction of the escrow
account of $74,910 at LandOak and the proceeds of a loan from a life insurance
policy of $20,376 at TES, offset somewhat by principal payments on notes payable
and long term debts of $750,914 (primarily principal reductions at LandOak on
vehicle loans), principal payments of $13,290 on notes from related parties for
working capital purposes, and principal payments of $17,532 on capital lease
obligations.

     In a related party transaction in December 2001, LandOak sold forty-five
vehicles to TLC Financial Services, LLC ("TLC") to facilitate a short term lease
contract whereby TLC leases the vehicles to a major LandOak customer. Two
directors of Tice own TLC. TLC issued a promissory note to the company for the
purchase of twelve of the vehicles in the amount of $145,625 with interest
payable monthly. The note was collateralized by the vehicles and the lease
contract. Pursuant to the agreement between the company and TLC, TLC pays lease
management fees to the company each month. The note was paid in full in June
2002. Management believes that this transaction was beneficial to the company
and that the terms are competitive and are similar to terms that would be
negotiated with an unrelated third party.

     The Company's principal commitments at June 30, 2002 consisted primarily of
notes payable, notes payable to related parties, obligations under capitalized
leases, accounts payable, accrued liabilities and other liabilities which are
primarily customer deposits.

     Notes payable at June 30, 2002, including both the short term and long term
portions, were $5,195,654. Of this balance, $2,701,428 represents notes payable
to three financial institutions, is related to the financing of LandOak's rental
and lease vehicles and $1,407,928 is classified as current portion of notes
payable; $261,446 is term debt from financial institutions and is related to the
purchase of equipment and financing working capital needs, of which $88,976 is
classified as current portion of notes payable; $199,986 is indebtedness under a

                                       24

<PAGE>

working capital line of credit with a financial institution, all of which is
classified as current portion of notes payable; $975,499 is notes payable to
investors related to the 1999 private placement, is due June 2003 and is
classified as short term debt; $805,012 are short term notes used for the
operations of the Company, debt retirement and advances to Atmospheric Glow
Technologies, LLC in accordance with a Term Sheet described elsewhere herein;
$100,000 is a note payable to an investor for working capital purposes, has
matured but has been extended month-to-month by the investor and is classified
as current portion of notes payable; and $152,283 are notes payable to
businesses and individuals for the purchase of equipment and for working capital
purposes, of which $145,597 is classified as current portion of notes payable.

     At June 30, 2002, notes payable to related parties were $601,250 of which
the entire amount is classified as current portion of notes payable to related
parties. Of this balance, $50,000 is a note payable to a related party
individual that matures quarterly but is expected to be renewed each quarter by
the holder as it has been in the past; $500,000 is a note payable to two
directors of Tice, the proceeds of which were used in payment of LandOak
indebtedness to a financial institution as part of a loan modification
agreement; $26,250 is to the wife of a director of the Company and $25,000 is a
note payable to a related party individual for working capital at MidSouth.

     Tice and the predecessor companies to LandOak and MidSouth have used the
proceeds of indebtedness to provide working capital for operations, for the
continuing development of the Electronic Gearing Technology and related patents,
to finance vehicle purchases in the rental and leasing operations at LandOak, to
finance the purchase of property and equipment used in the operations, primarily
at MidSouth, to fund the costs of license and royalty agreement negotiations and
for the registration of securities. Some of the notes have been extended to
retain working capital.

     At June 30, 2002, obligations under capital leases were $94,671 of which
$48,803 is classified as current portion of capital lease obligations. The
capital lease obligations were incurred in the acquisition of office and
manufacturing equipment at all three subsidiaries and in the acquisition of
transportation and installation equipment at MidSouth. Tice and its subsidiaries
also lease certain real property, office, computer, manufacturing and
transportation equipment under various operating leases.

     Tice has incurred operating losses for fiscal years 2002 and 2001 that have
resulted in a significant use of working capital and the addition of
indebtedness to fund working capital and equipment requirements. Additionally,
the acquisitions of LandOak and MidSouth have added significant liabilities to
the company.

     Management believes that future revenues are dependent on several factors:

     As described in greater elsewhere herein, Tice's management no longer
believes that Tice can sustain the operating losses currently being incurred by
its operating subsidiaries until they become profitable, and has taken action at
each to reduce costs and losses. Since 1993, substantial investment had been
made by the company to develop new applications for its patented Electronic
Gearing Technology including the FS-2000 felling machine. Due to the dramatic
changes that have occurred in the apparel market during the past several years,
including closure of domestic sewing facilities by apparel makers, TES was not
able to successfully market

                                       25

<PAGE>

the FS-2000 machine. In August 2001, the company ceased operations at TES and
liquidated its assets other than its Electronic Gearing Technology patents and
related licenses from which it expects to continue to earn royalties for several
more years. The company will continue to seek new licensees or possible
purchasers of the technology. However, no assurances can be made that a new
licensee or possible purchasers can be located. Also, there are no assurances
that royalty income will continue to be earned by the company.

     At LandOak, the inability to effectively compete in the local market due to
strong competition and the lack of competitive vehicle financing adversely
affected revenues and profitability. As a result, LandOak has closed its rental
centers, is in the process of liquidating its fleet of rental vehicles and
paying related indebtedness and has reduced its corporate overhead. Although
LandOak continues to maintain and service its existing lease and finance
portfolio, it is not entering into any new financing transactions. Two of Tice's
directors, Mr. Martin and Mr. Atkins, are negotiating with the company to
acquire the stock of LandOak in conjunction with their role as guarantors for
LandOak's major indebtedness with three lending institutions.

     At MidSouth, the winter seasonal downturn and the recent weak economy have
adversely affected revenues and the profitability of the sign fabrication and
installation business. The slow economy has also limited MidSouth's NSA contract
opportunities for major national image rebranding programs. As a result,
MidSouth has dramatically reduced its overhead expenses in all areas, has sold
some of the installation business and equipment to a former manager and has
entered into an agreement with the former manager to provide installation
services on a contract basis. Subsequently, the former manager has agreed to
purchase 100% of the outstanding stock of MidSouth, subject to the approval of
the shareholders of Tice at a future shareholder meeting and certain financial
conditions on the Company to retire debts to two financial institutions. The
former manager has entered into a management services agreement to provide daily
management for the Company until the approval of the shareholders of Tice is
obtained. Two directors of the Company, who control in excess of 51% of the
common shares directly or indirectly, have agreed to vote affirmatively for the
sale of the MidSouth stock to the former manager. In a related transaction, the
President of Tice and an unrelated person have purchased the NSA business,
resulting in a gain for MidSouth.

     In view of these factors, the Board of Directors believed Tice needed to
shift its business strategy and seek new acquisitions capable of growth,
generation of cash flow and creation of shareholder value. Management believes
such a candidate exists in Atmospheric Glow Technology, LLC ("A-G Tech"). On
July 3, 2002, Tice entered into the Term Sheet relating to the acquisition of
the assets of A-G Tech. If a final definitive agreement is consummated, Tice
will acquire substantially all the assets and contract rights of A-G Tech,
including the commercialization and market rights held by A-G Tech to the
patented Atmospheric Plasma technology known as One Atmospheric Uniform Glow
Discharge Plasma ("OAUGDP") developed at the University of Tennessee Research
Center in Knoxville. As a condition to the acquisition, Tice must raise $6.5
million of new capital through a private placement. Tice must also meet several
other conditions for the successful consummation of the transaction, including,
but not limited to, obtaining shareholder approval for the increase in the
number of authorized Tice Common Shares, divestiture of Tice's current
subsidiaries, LandOak and MidSouth, conversion of 500,000 of the 750,000
outstanding Class B Common Shares to Common Shares, and the issuance of 500,000
new Class B Common Shares to the principals of A-G Tech thereby effecting a
change in control of the company.

                                       26

<PAGE>

     Upon successful consummation of the A-G Tech acquisition, the company will
devote all of its resources and attention to the final development and
commercialization of OAUGDP. Under the Term Sheet entered into on July 3, 2002
with A-G Tech, Tice will name a new President and CEO, who is expected to be
Thomas W. Reddoch. Mr. Reddoch is currently a member of the boards of directors
of both Tice and A-G Tech. Mr. Reddoch's expertise in the areas of technology
and development are considered critical to the company's future success in the
final development and the commercialization of OAUGDP and the various
applications it intends to create. Mr. West, the current President and CEO of
Tice, will become the CFO of the company and other key management members will
be recruited. Currently, A-G Tech has one product being marketed and four other
applications being developed and readied for commercialization. Several other
potential applications have been identified and it is expected that initial
research will be performed to determine marketability.

     To consummate the transaction with A-G Tech, Tice must raise $6,500,000 of
capital, of which up to $1,000,000 may be the conversion of existing Tice
long-term notes. This new capital will be used for acquisition costs, costs of
the further development and commercialization of OAUGDP, retirement of existing
Tice indebtedness and general corporate working capital. It is expected that the
funding will be in two phases: (1) short term notes convertible into Tice Common
Shares and, once the initial threshold is met, (2) an equity investment in
exchange for Tice Common Shares. Management believes that this new capital can
be obtained, but it can provide no assurances that the minimum levels can be
met. In the event minimum levels are not met, funds advanced to A-G Tech prior
to closing will be due back to Tice or can be converted into a membership
interest in A-G Tech at Tice's discretion.

     Management believes that Tice's future results of operations will be
influenced by a number of factors including general economic conditions, the
ability of the company to secure necessary funding, dependence on new management
to successfully develop and market new technologies and, ultimately, the market
acceptance of the applications based on the OAUGDP technology. Because of these
factors as well as other factors, historical results should not be relied on as
an indicator of future performance.

FACTORS RELATING TO FORWARD-LOOKING STATEMENTS

     This section captioned "Special Considerations" and other parts of this
Quarterly Report on Form 10-QSB include certain forward-looking statements
within the meaning of the federal securities laws. Actual results and the
occurrence or timing of certain events could differ materially from those
described in any of such forward-looking statements due to a number of factors,
including those set forth below and elsewhere in this Form 10-QSB. See "Other
Factors Relating to Forward-Looking Statements" below.

     Acquisition. Tice has decided to seek opportunities through acquisition.
Management believes that the acquisition of the assets of A-G Tech, with
sufficient capital and the right management, can lead to creation of long term
value. There is no assurance that Tice will be able to meet the conditions
necessary to consummate the agreement with A-G Tech, or that it will be able to
obtain sufficient capital for the successful development and commercialization
of the new technology, or that the market and general economic conditions will
allow for successful commercialization of new applications.

                                       27

<PAGE>

     Divestiture of Existing Businesses. Tice intends to divest itself of both
LandOak and MidSouth, and must do so prior to closing of the purchase of A-G
Tech. There are no assurances that current negotiations to sell LandOak or all
conditions under the MidSouth sale agreement will be successfully met in order
to satisfy the requirements of the Term Sheet of A-G Tech.

     Product Development. If the A-G Tech acquisition is successfully
consummated, the key to future success will be the company's ability to develop
and commercialize new applications using the OAUGDP technology. There are no
assurances that the company can successfully develop or commercialize new
applications of the OAUGDP technology.

     Key Management and Technical Staff. The company must be able to identify,
recruit and retain key management and technical staff. There are no assurances
such individuals can be identified, hired or retained.

     New Capital. The success of the company's acquisition of A-G Tech and its
future operations are dependent on the company's ability to raise sufficient
capital for these needs. There are no assurances that the company can raise
these funds.

Other Factors Relating to Forward-Looking Statements

     Statements contained in this Form 10-QSB that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In addition, words such as
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements or events, or timing of events, to
differ materially from any future results, performance or achievements or
events, or timing of events, expressed or implied by such forward-looking
statements. We cannot assure that we will be able to anticipate or respond
timely to the changes that could adversely affect our operating results in one
or more fiscal quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods. Fluctuations
in operating results may result in fluctuations in the price of our securities.

     In the event Tice needs additional financing, there can be no assurance
that any such financing will be available on acceptable terms. If such financing
is not available on satisfactory terms, Tice may be unable to expand its
business or develop new customers as desired and our operating results may be
adversely affected. Debt financing will increase expenses and must be repaid
regardless of operating results. Equity financing could result in dilution to
existing stockholders.

     Some of the more prominent known risks and uncertainties of Tice's business
are set forth below. However, this section does not discuss all possible risks
and uncertainties to which Tice and its businesses are subject, nor can it be
assumed that there are not other risks and uncertainties which may be more
significant.

     Such other factors include, among others, those described in the "Business"
section and elsewhere in "Management's Discussion and Analysis" and those
factors listed below. Some of those factors will change with the sale of the
operations described elsewhere herein.

                                       28

<PAGE>

     .    the inability to consummate the acquisition of A-G Tech, and if
          successful, the following factors will apply;

     .    the lack of working capital needed to further develop and apply the
          OAUGDP technology and management's ability to find acceptable
          financing to supply such working capital;

     .    the potential failure to successfully negotiate licensing agreements,
          or find strategic partners to further develop, or potential buyers
          for, the OAUGDP technology;

     .    the shortage of qualified and competent engineers, scientists or
          biologists and the risk that the company will be unable to retain key
          employees and managers;

     .    dependence on start-up technologies and applications and the ability
          to continue to successfully obtain government contracts which are
          expected to generate most of the company's revenue for some time after
          the acquisition;

     .    the unanticipated expense of new product development, the potential
          failure to complete new products on a timely and cost effective basis,
          and the failure of any such products to achieve substantial market
          acceptance;

     .    the dependence on patents and the ability to protect proprietary
          products, the potential that existing patents or future patents
          obtained by the company TES will not be enforceable, the risk that the
          products will infringe on patents held by others or the risk that
          competitors will develop similar or functionally similar products; and

     .    the potential adverse effect of competition, the potential failure to
          provide competitive timely designs of cost-effective solutions,
          products or services and the potential adverse effect of technological
          change with which we are unable to keep pace.

                                       29

<PAGE>

                           PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

(a)  Exhibits Index

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
                                                                        Exhibit           Page
                                                                      Table Number       Number
                                                                      ------------       ------
     -------------------------------------------------------------------------------------------
     <S>                                                              <C>                <C>
      II.   Articles of Incorporation and Bylaws                            3
     -------------------------------------------------------------------------------------------
      (i)   Certificate of Incorporation of Tice Technology, Inc.                          +/-
     -------------------------------------------------------------------------------------------
      (ii)  Bylaws of Tice Technology, Inc.                                                +/-
     -------------------------------------------------------------------------------------------

      III.  Instruments Defining Rights of Security Holders                 4
     -------------------------------------------------------------------------------------------
      (i)   Form of Promissory Note Issued in Connection with                              #
      Private Placement Closed on June 25, 1999
     -------------------------------------------------------------------------------------------
      (iii) Warrant Agreement relating to Rights to Purchase                               #
      up to 100,000 Common Shares of Tice Technology, Inc.
      Received by Holders of the Promissory Notes
     -------------------------------------------------------------------------------------------
      (iv)  Security Agreement Pledging Patents as Security                                #
      for Promissory Notes
     -------------------------------------------------------------------------------------------
      (v)   Registration Rights Agreement Giving Purchasers                                #
      under the Private Placement Closed on June 25, 1999
      Certain Demand and Piggyback Registration Rights
     -------------------------------------------------------------------------------------------
      (vi)  Option Agreement Relating to Option to Purchase                                #
      Up to 50,000 Common Shares of Tice Technology, Inc.
      Granted to Finder
     -------------------------------------------------------------------------------------------
      (vii) Incentive Stock Option Plan and Agreement                                      #
      Between Charles R. West and Tice Technology, Inc.
     -------------------------------------------------------------------------------------------
</TABLE>

+/-  Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
     Registration Statement on Form S-1 of Tice Technology, Inc. that became
     effective August 1, 1997.

#    Previously filed as an exhibit to Form 10-K for the year ended March 31,
     2000.

(b)  There were no reports on Form 8-K filed during the quarter ended June 30,
     2002.

                                       30

<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     Tice Technology, Inc.



                                     By: /s/ Charles R. West
                                         --------------------------------------
                                         Charles R. West, President and
                                         Chief Executive Officer

                                         Date: September 12, 2002

                                     By: /s/ David G. Camp
                                         --------------------------------------
                                         David G. Camp, Chief Financial Officer

                                         Date: September 12, 2002

                                       31