EXHIBIT 2.1

                              ASSIGNMENT AGREEMENT


THIS ASSIGNMENT  AGREEMENT (this  "Agreement") is entered into as of January 26,
2004 (the  "Effective  Date") by and  between  Applera  Corporation  through its
Applied Biosystems Group with offices at 850 Lincoln Centre Drive,  Foster City,
CA 94404  (collectively,  "AB") and Xtrana,  Inc.,  with  offices at 590 Burbank
Street,  Suite  205,  Broomfield  CO 80020  ("Xtrana")  (each of AB and Xtrana a
"Party" and, collectively, "Parties").

WHEREAS, AB desires to purchase and subject to the conditions of this Agreement,
Xtrana is willing to assign to AB on the  Closing  Date upon the terms set forth
in this  Agreement,  all of  Xtrana's  right,  title and  interest in and to the
Intellectual Property (defined below); and

WHEREAS,  pursuant to this  Agreement AB is not  acquiring all or any portion of
Xtrana's  business or business  operations  (such as its facilities,  personnel,
inventory  or  other  tangible  assets,   or  financial  assets  such  as  cash,
securities, or accounts receivable), and AB does not intend in any respect to be
a successor to Xtrana's  business or operations,  and is therefore not expressly
or impliedly assuming any of Xtrana's Liabilities (as defined herein); and

WHEREAS,  as part of such  transaction  Xtrana  will  also use its  commercially
reasonable efforts to render certain consulting services to AB.

NOW,  THEREFORE,  in consideration of the foregoing  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties hereby agree as follows.


1.       CERTAIN DEFINITIONS.

         Terms,  when used herein with initial  capital  letters  shall have the
         meanings set forth below or as otherwise defined in this Agreement.

         "Effective  Date"  shall  have the  meaning  set forth in the  preamble
         hereto.

         "knowledge"  "best knowledge," or "to the knowledge of" shall mean with
         respect to Xtrana,  information  which any  director of Xtrana or which
         any of Timothy J. Dahltorp,  Xtrana's  Chief  Executive  Officer,  John
         Gerdes, Xtrana's Chief Scientific Officer or Dennis Lineberry, Xtrana's
         Corporate  Controller  (i) has any actual  knowledge  of or (ii) should
         have knowledge of after a reasonable  inquiry (and if there was no such
         inquiry, then knowledge as if due inquiry were made).

         "Closing  Date"  and  "Closing"  shall  have the  meaning  set forth in
         Section 2(d) below.


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         "Consulting   Agreement"  and  "Consulting  Services"  shall  have  the
         meanings set forth in Section 2(c) below.

         "Fundamental   Representations"   shall   mean   the   representations,
         warranties  and  covenants  set forth in  Section 7 and  Section  8(f);
         except that part (iii) of Section 8(f) as it relates to claims  arising
         after the Closing that AB's use of the Intellectual  Property infringes
         any third  party's  intellectual  property  rights  shall not be deemed
         Fundamental Representation.

         "Intellectual  Property"  shall  mean all  (U.S.  and  foreign)  Xtrana
         patents,   patent   applications  and  all  divisions,   continuations,
         continuations-in-part, reissues, reexaminations, and extensions and all
         foreign equivalents of any of the foregoing, inventions, trade secrets,
         know-how,  manufacturing  processes  and  procedures,  design  history,
         quality  assurance  methods and manual,  software  (including,  without
         limitation,  source code and object code), data and databases and other
         intellectual  property,  all as it exists on the Effective Date and the
         Closing Date,  relating to methods or devices for nucleic acid capture,
         binding, hybridization,  amplification,  extraction,  detection or gene
         expression.  Without  limiting the foregoing,  "Intellectual  Property"
         shall include the following: (a) U.S. patent Nos. 6,291,166; 5,955,351;
         6,153,425;  5,989,813;  6,605,451; 6,063,568, 6,258,543, 6,649,378; and
         foreign  equivalents   thereof;  and  (b)  pending  or  allowed  patent
         applications  relating to or claiming  priority from the foregoing (the
         foregoing  patents and patent  applications  set forth in parts (a) and
         (b), collectively referred to as the "Patents"). The term "Intellectual
         Property" shall exclude Xtrana's  trademarks,  tradenames and logos and
         all goodwill associated therewith.

         "Legal   Requirement"  shall  mean  any  (i)  federal,   state,  local,
         municipal, foreign, international, multinational or other constitution,
         law, ordinance,  principle of common law, code, regulation,  statute or
         treaty,  and (ii) the  terms  and  conditions  of any  permit  or other
         authorization  of any  governmental or similar  authority under which a
         party operates or to which a party is subject.

         "Liability"  shall  mean  any  liability  or  obligation  of any  kind,
         character,  or  description,  whether  known or  unknown,  absolute  or
         contingent, accrued or unaccrued, disputed or undisputed, liquidated or
         unliquidated,  secured or unsecured, joint or several, due or to become
         due,  vested  or  unvested,  executory,  determined,   determinable  or
         otherwise, and whether or not the same is required to be accrued on the
         financial statements of any person or entity.

         "material" or "material  adverse  effect"  shall mean any  information,
         condition  or  effect  that  (i)  impairs  the  value  or  use  of  the
         Intellectual  Property,  or (ii) has or could reasonably be expected to
         have an adverse  impact with a dollar  value or cost of fifty  thousand
         dollars ($50,000) or more.



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         "Order" shall mean any order,  injunction,  judgment,  decree,  ruling,
         assessment   or   arbitration    award   of   any    governmental    or
         quasi-governmental  agency or authority of any nature (federal,  state,
         local, or foreign).

         "Patent  Assignment"  shall have the meaning set forth in Section  2(e)
         below.

         "Proceeding"  shall  mean  any  action,  arbitration,  audit,  hearing,
         investigation,   litigation   or   suit   (whether   civil,   criminal,
         administrative,  judicial or investigative, whether formal or informal,
         whether public or private) commenced, brought, conducted or heard by or
         before, or otherwise involving,  any governmental or quasi-governmental
         agency or authority of any nature (federal,  state,  local, or foreign)
         or arbitrator.

         "Proxy  Statement"  shall have the meaning  set forth in Section  13(c)
         below.

         "Retained Liabilities" shall have the meaning set forth in Section 2(g)
         below.

         "Stockholder Approval" shall have the meaning set forth in Section 7(a)
         below.

         "Tax"  shall  mean  any  income,  gross  receipts,   license,  payroll,
         employment,  excise, severance,  stamp, occupation,  premium, property,
         environmental,  windfall  profit,  customs,  vehicle,  airplane,  boat,
         vessel  or  other  title or  registration,  capital  stock,  franchise,
         employees' income withholding,  foreign or domestic withholding, social
         security,  unemployment,  disability, real property, personal property,
         sales,  use,  transfer,  value added,  alternative,  add-on minimum and
         other tax, fee,  assessment,  levy, tariff,  charge or duty of any kind
         whatsoever  and any interest,  penalty,  addition or additional  amount
         thereon imposed, assessed or collected by or under the authority of any
         governmental  or  quasi-governmental  agency or authority of any nature
         (federal,  state,  local,  or foreign) or payable under any tax-sharing
         agreement or any other contract or agreement.

         Transaction Documents shall have the meaning set forth in Section 7(a).

2.       ASSIGNMENT OF RIGHTS; CLOSING

         (a)      ASSIGNMENT OF RIGHTS TO AB. Effective upon the Closing, Xtrana
                  hereby assigns all of right,  title and interest in and to the
                  Intellectual  Property to AB, together with all accrued causes
                  of action for  infringement  thereof  and the right to sue and
                  recover for past and future  infringement of the  Intellectual
                  Property.   For  the  avoidance  of  doubt,   following   such
                  assignment,  Xtrana  shall  retain no rights  under any of the
                  Intellectual Property.

         (b)      TRANSFER  OF  KNOW-HOW;  PROSECUTION  FILES.  Within  ten (10)
                  business days of the Closing,  Xtrana shall transfer to AB all
                  of  Xtrana's   trade  secrets  and   know-how,   manufacturing
                  processes and procedures, design history,


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                  quality   assurance   methods  and  manuals,   and  any  other
                  Intellectual  Property  of  Xtrana  that is a Patent  or other
                  registered  item of  Intellectual  Property to the extent that
                  the  foregoing  exist in a tangible  form.  Together  with the
                  foregoing, Xtrana shall also transfer to AB all files relating
                  to  the  prosecution  of  Intellectual   Property  (including,
                  without   limitation,   all  patent  applications  and  office
                  actions),   all  invention   disclosure   statements  and  all
                  laboratory  notebooks of Xtrana's current and former employees
                  relating to such Intellectual Property. Xtrana shall accompany
                  the  foregoing  items  with a written  statement  of its chief
                  executive officer  certifying that Xtrana has delivered all of
                  the Intellectual Property existing in a tangible form, and all
                  prosecution  files  relating  thereto as required  pursuant to
                  this Section 2(b).

         (c)      CONSULTING SERVICES. Without limiting Xtrana's transfer of all
                  Intellectual  Property  upon the Closing  Date,  Xtrana  shall
                  execute the Consulting Agreement referred to below pursuant to
                  which Xtrana shall render, from and after the Closing Date, up
                  to one hundred  (100) hours (in the  aggregate)  of consulting
                  and transition services relating to the Intellectual  Property
                  (collectively,   "Consulting   Services").   The  standard  of
                  performance  for Xtrana with respect to the  rendering of such
                  Consulting Services shall be one of reasonable efforts.  Prior
                  to rendering such Consulting Services, the scientists assigned
                  by Xtrana to render such  Consulting  Services  shall  execute
                  AB's form of consulting agreement,  attached hereto as Exhibit
                  II (the  "Consulting  Agreement").  Such  Consulting  Services
                  shall be rendered as may be  requested  by AB from the Closing
                  Date until ninety (90) days  thereafter.  The payment provided
                  under Section 2(e) includes  consideration for such Consulting
                  Services and no further payment shall be due.

         (d)      CLOSING.   Subject  to  the  satisfaction  of  the  terms  and
                  conditions   herein  set  forth,  and  in  reliance  upon  the
                  respective  representations  and warranties of the parties set
                  forth herein and in any document  delivered  pursuant  hereto,
                  the closing of the assignment of the Intellectual  Property by
                  Xtrana to AB pursuant to Section 2(a) (the  "Closing") will be
                  held at the offices of AB at 850 Lincoln Centre Drive,  Foster
                  City, California at such time, date and place as may be agreed
                  to by AB and Xtrana,  but with such  Closing to occur no later
                  than two business days following  approval of such transfer by
                  the  stockholders  of Xtrana  (the  date on which the  Closing
                  occurs being referred to as the "Closing Date").

         (e)      CLOSING  DELIVERIES AND PAYMENTS.  On the Closing Date, Xtrana
                  will execute and deliver to AB the Patent  assignments  in the
                  form of Exhibit III hereto (the "Patent Assignment").

         (f)      PAYMENTS.  AB will make an aggregate  payment in the amount of
                  four million dollars  ($4,000,000) as follows: (i) one payment
                  of three million


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                  five  hundred  thousand  dollars  ($3,500,000)  will be due at
                  Closing (reflecting the application of the deposit of $100,000
                  previously  paid by AB);  and  (ii) a second  payment  of four
                  hundred  thousand  dollars  ($400,000)  will be due  three (3)
                  months  thereafter,  contingent  upon  Xtrana's  providing the
                  consulting  services as described  in Section 2(c) above.  For
                  the avoidance of doubt, such payment shall be in consideration
                  of Xtrana's  assignment to AB of all right, title and interest
                  in and to the Intellectual Property and the performance of the
                  Consulting   Services   and  any  other   Xtrana   obligations
                  hereunder.

         (g)      RETENTION OF LIABILITIES.  Notwithstanding  anything contained
                  herein to the contrary,  AB is not assuming and shall not have
                  any  responsibility  for any  Liabilities  of or  relating  to
                  Xtrana,  its  predecessors  or its or  their  subsidiaries  or
                  affiliates or the  Intellectual  Property or any claim against
                  any of the  foregoing of any kind,  whether  known or unknown,
                  contingent absolute or otherwise (collectively,  the "Retained
                  Liabilities").  The Retained Liabilities shall remain the sole
                  responsibility of and shall be retained,  paid, performed, and
                  discharged  solely by Xtrana or its  relevant  affiliate.  The
                  Retained Liabilities include, without limitation:

                  (i)      any Liability  arising out of or relating to products
                           or services of Xtrana, its predecessors or affiliates
                           to the  extent  manufactured  or  sold  prior  to the
                           Closing, including, without limitation, any Liability
                           resulting  from claims that such products or services
                           infringe   or   misappropriate   any  third   party's
                           intellectual property rights;

                  (ii)     any Liability arising out of or relating to Liability
                           resulting from claims that Xtrana,  its  predecessors
                           or  affiliates  have  misappropriated  (or  by  their
                           conduct  prior to the  Closing  infringed)  any third
                           party's intellectual property rights;

                  (iii)    any  Liability  for  Taxes,  including  (A) any Taxes
                           arising  as a result  of  Xtrana's  operation  of its
                           business or ownership and license of the Intellectual
                           Property  prior to the  Closing,  (B) any Taxes  that
                           will  arise  as a  result  of  the  transfer  of  the
                           Intellectual  Property  pursuant  to  this  Agreement
                           (other  than Taxes on the net income of AB),  and (C)
                           any deferred Taxes (by Xtrana) of any nature;

                  (iv)     any Liability  under any  contract,  license or other
                           agreement entered into by Xtrana, its predecessors or
                           affiliates   including,   without   limitation,   any
                           Liability  arising  out of or  relating  to  Xtrana's
                           credit  facilities or any security  interest  related
                           thereto;

                  (v)      any  environmental,  health and/or safety Liabilities
                           arising  out  of or  relating  to  the  operation  of
                           Xtrana's  (or  its   predecessors'   or


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                           affiliates')   business  or  leasing,   ownership  or
                           operation of real property;

                  (vi)     any Liability under any Xtrana (or its  predecessors,
                           subsidiaries or affiliates')  employee  benefit plans
                           or  relating  to  Xtrana's  (or  its   predecessors',
                           subsidiaries' or affiliates') payroll, vacation, sick
                           leave, workers' compensation,  unemployment benefits,
                           pension   benefits,    employee   stock   option   or
                           profit-sharing  plans,  health care plans or benefits
                           or any other  employee  plans or benefits of any kind
                           for Xtrana's (or its  predecessors'  or  affiliates')
                           employees or former employees or both;

                  (vii)    any  Liability  under  any   employment,   severance,
                           retention or termination agreement between Xtrana and
                           any employee of Xtrana or any of its  predecessors or
                           affiliates;

                  (viii)   any  Liability  arising  out  of or  relating  to any
                           employee  grievance against Xtrana whether or not the
                           affected employees are hired by AB;

                  (ix)     any Liability of Xtrana to any of its shareholders or
                           affiliates of Xtrana;

                  (x)      any  Liability  to  indemnify,  reimburse  or advance
                           amounts to any officer,  director,  employee or agent
                           of Xtrana;

                  (xi)     any  Liability  to  distribute  to  any  of  Xtrana's
                           shareholders  or  otherwise  apply all or any part of
                           the consideration received hereunder;

                  (xii)    any Liability  arising out of any Proceeding  pending
                           against Xtrana as of the Closing;

                  (xiii)   any Liability arising out of any Proceeding commenced
                           after the  Closing  and arising out of or relating to
                           any  occurrence  or  event  happening  prior  to  the
                           Closing;

                  (xiv)    any  Liability  arising  out  of  or  resulting  from
                           Xtrana's  compliance or noncompliance  with any Legal
                           Requirement or Order; and

                  (xv)     any  Liability of Xtrana based upon  Xtrana's acts or
                           omissions occurring after the Closing.

         For the  avoidance of doubt any claims  arising after Closing that AB's
         use  of  the   Intellectual   Property   infringes  any  third  party's
         intellectual  property rights shall not be deemed a Retained  Liability
         under Section 2(g)(xiii) and Section 2(g)(xiv)


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         to the extent  such claim does not arise or result  from (a) a Retained
         Liability  set forth in Section  2(g)(i) or  Section  2(g)(ii);  or (b)
         Xtrana's breach of a Fundamental Representation.

3.       EXISTING LICENSES. Prior to the Closing Date Xtrana shall, at its cost,
         exercise its  contractual  rights to terminate,  or (if AB so elects by
         providing written notice to Xtrana) assign to AB, the existing licenses
         granted to third parties under the Intellectual Property. Such existing
         licenses are: (1) the Purchase and License  Agreement  between Xtrana's
         predecessor Biopool International, Inc. and Lifecodes, Inc., as amended
         March 2001; and (2) the  Co-Development  and
         License  Agreement  entered into  December 10, 2001 between  Xtrana and
         CUNO Inc.  Notwithstanding  the  foregoing,  it is understood  that the
         foregoing  CUNO-Xtrana  Co-Development  and  License  Agreement  has no
         provision for termination upon the payment of a fixed dollar amount. As
         such, if Xtrana is unable to obtain such termination  without expending
         money or an undue amount of effort, and provided AB does not waive this
         condition,  AB shall not be obligated to  consummate  the  transactions
         contemplated  hereby. If requested by AB, Xtrana shall, without further
         payment,   provide  reasonable   assistance  (including  obtaining  all
         necessary  third party consents) in assigning to AB any agreements with
         third  parties  pursuant to which Xtrana has  obtained a license  under
         such third parties' intellectual property rights.

4.       PROSECUTION.  AB shall  have  the  sole  right  and  obligation  (which
         obligation  it may exercise in its sole  discretion),  at its sole cost
         and expense, for obtaining,  prosecuting,  and maintaining,  throughout
         the  world,  patents  (or  registrations  for  any  other  Intellectual
         Property) claiming the Intellectual Property.

5.       ENFORCEMENT OF PATENTS OR OTHER REGISTERED  INTELLECTUAL  PROPERTY.  AB
         shall  have the sole  right  and  discretion,  at its own  expense,  to
         institute,  control and prosecute suits, or other appropriate  actions,
         for infringement or misappropriation of the Intellectual  Property. All
         recovery or proceeds of  litigation,  enforcement or settlement of such
         infringement or  misappropriation of AB's rights under the Intellectual
         Property shall belong to AB.

6.       FURTHER  ASSURANCES.  Xtrana  will,  and  to  the  extent  that  it can
         reasonably do so, Xtrana shall cause its current  officers,  directors,
         employees and representatives to, provide all reasonable assistance (at
         no  additional  cost)  in  transferring   the   Intellectual   Property
         (including,   without  limitation,   any  trade  secrets,  know-how  or
         invention  disclosures)  to AB. Without  limiting the foregoing  Xtrana
         will disclose to AB all material  facts known by its current  officers,
         directors and employees regarding the Intellectual Property and any and
         all  material  encumbrances,  liens  or  disputes  (including,  without
         limitation,  any infringement or misappropriation claims) regarding the
         Intellectual  Property.  Xtrana  will  and to the  extent  that  it can
         reasonably do so, Xtrana shall cause its current  officers,  directors,
         employees and  representatives to testify in all proceedings,  sign all
         instruments (including, without limitation,  assignment instruments and
         powers of


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         attorney) and other documents and provide such reasonable assistance as
         is  reasonably  necessary  to secure,  maintain and enforce AB's rights
         with respect to the Intellectual Property.

7.       MUTUAL  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE PARTIES. Each
         Party hereby represents,  warrants, and covenants to the other Party as
         of the Effective Date and as of the Closing as follows.

         (a)      Each  Party  (i)  is a  corporation  duly  organized,  validly
                  existing  and  in  good   standing   under  the  laws  of  its
                  jurisdiction of  incorporation,  with full corporate power and
                  authority   to  conduct  its  business  as  it  is  now  being
                  conducted,  to own and use the  properties  and assets that it
                  purports to use and own, and to enter into this  Agreement and
                  to perform its obligations  hereunder,  and (ii) has taken all
                  necessary  action  on  its  part  required  to  authorize  the
                  execution  and  delivery  of  this  Agreement  and  the  other
                  agreements and instruments  contemplated hereby to be executed
                  by such Party (as  relevant  to each Party,  the  "Transaction
                  Documents") and the  performance of its obligations  hereunder
                  and  thereunder,  except that in the case of Xtrana,  Xtrana's
                  performance  under this  Agreement  and the other  Transaction
                  Documents  (including without limitation the assignment of the
                  Intellectual   Property)   is  subject  to  approval  of  this
                  Agreement  by the vote of holders of a majority  of its issued
                  and outstanding common stock (the "Stockholder Approval").

         (b)      The  Agreement  has  been,  and as of the  Closing  the  other
                  Transaction  Documents  will  have  been,  duly  executed  and
                  delivered  on behalf of each Party and,  in the case of Xtrana
                  only subject to the Shareholder  Approval,  constitutes (or in
                  the case of the other  Transaction  Documents,  upon execution
                  and  delivery  will  constitute)  a  legal,   valid,   binding
                  obligation  of such  Party and is (or in the case of the other
                  Transaction  Documents,  upon  execution and delivery will be)
                  enforceable against it in accordance with its terms subject to
                  the  effects  of  bankruptcy,  insolvency,  or  other  laws of
                  general  application  affecting  the  enforcement  of creditor
                  rights and judicial  principles  affecting the availability of
                  specific performance and general principles of equity, whether
                  enforceability is considered a proceeding at law or equity.

         (c)      The  execution  and delivery of this  Agreement  and the other
                  Transaction  Documents  by each Party and the  performance  of
                  each Party's obligations hereunder and thereunder,  do not and
                  will not: (i) conflict with or violate, or require any consent
                  or  approval  under,   any  Legal   Requirement  or  Order  or
                  governmental  authorization or permit applicable to such Party
                  (but specifically excluding any conflict, violation or failure
                  to obtain consent or approval  under any Legal  Requirement or
                  Order or governmental  authorization or permit that relates to
                  products of AB manufactured  or sold after the Closing),  (ii)
                  do not conflict  with or violate any  provision of


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                  articles  of  incorporation,  bylaws  or  limited  partnership
                  agreement  or  other  organizational  documents  or  corporate
                  resolutions of such Party, as applicable,  (ii) conflict with,
                  violate,  or breach or  constitute  a default  under  (with or
                  without the passage of time or delivery of notice), or require
                  (whether or not  express)  any consent or approval  under,  or
                  give any  party the  right to  accelerate  any right or remedy
                  under,  any license or other  contract or  agreement  to which
                  such  Party is a party or by which  such  Party or its  assets
                  (and in the case of Xtrana, including, without limitation, the
                  Intellectual  Property) is bound, (iii) result in the creation
                  of any lien or encumbrance on the Intellectual Property.

8.       ADDITIONAL  XTRANA  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  Xtrana
         represents and warrants as of the Effective Date and as of the Closing,
         and covenants, that:

         (a)      COMPLIANCE WITH LAWS AND CONTRACTS; LEGAL PROCEEDINGS.  Xtrana
                  has not taken any action in violation of any  provision of its
                  certificate  of  incorporation  or bylaws or other  applicable
                  charter documents.  Xtrana is not, and has not received notice
                  from any  person or entity  alleging  that it is, in  material
                  violation  or breach  of,  or in  material  default  under any
                  provision of, any Legal  Requirement or Order,  and Xtrana has
                  not  received  notice  that it is under  investigation  by any
                  governmental  or other  authority  with respect to any alleged
                  violation or breach of any Legal Requirement or Order.  Xtrana
                  is not  subject  to any  Order  that  directly  or  indirectly
                  relates to the Intellectual Property.  Xtrana is not in breach
                  or  default  under  (including  any  circumstances  that would
                  result in a breach or default  with notice or lapse of time or
                  both) of any  contract or  agreement to which it is a party or
                  by  which it or its  assets  are  bound,  and  Xtrana  has not
                  received any notice alleging any such breach or default. There
                  is no Proceeding  pending against or relating to Xtrana or its
                  assets   (including   without   limitation  the   Intellectual
                  Property) and to the knowledge of Xtrana no such Proceeding is
                  threatened  and  no  facts  or  circumstances  exist  or  have
                  occurred that are  reasonably  likely to give rise to or serve
                  as a basis for the commencement of any Proceeding  (other that
                  litigation arising in the ordinary course of Xtrana's business
                  that  does  not   directly   or   indirectly   relate  to  the
                  Intellectual  Property  and which in any case does not involve
                  claims in excess of fifty thousand dollars ($50,000)).  Xtrana
                  has  not  violated  the  Worker   Adjustment   and  Retraining
                  Notification   Act  or  any  similar   state  or  local  Legal
                  Requirement,  and  Xtrana  does not  intend to, and shall not,
                  take any action or omit to take any action in connection  with
                  this  Agreement,  the  other  Transaction  Documents  and  the
                  transactions  contemplated hereby and thereby that would cause
                  it to be subject to such Act or such other Legal Requirements.

         (b)      NO UNDISCLOSED  LIABILITIES.  Xtrana has no Liabilities except
                  for Liabilities  reflected or reserved  against in the balance
                  sheet  contained  in  the  financial  statements  included  in
                  [identify  most  recent   periodic  SEC  filing]  and


                                       9
<PAGE>


                  current  liabilities   incurred  in  the  ordinary  course  of
                  business of Xtrana since the date of such balance sheet.

         (c)      TAXES.  Xtrana  has  filed or  caused  to be filed on a timely
                  basis all tax returns, reports,  statements, and the like with
                  respect  to  Taxes  that  are or  were  required  to be  filed
                  pursuant to applicable  Legal  Requirements.  All such returns
                  and other documents filed by Xtrana were and are true, correct
                  and complete in all  material  respects.  Xtrana has paid,  or
                  made  provision for the payment of, all Taxes that have or may
                  have  become due for all periods  covered by such  returns and
                  other  documents or otherwise,  or pursuant to any  assessment
                  received by Xtrana. No claim has ever been made or is expected
                  to be made by any  governmental  authority  in a  jurisdiction
                  where  Xtrana does not file tax  returns  that it is or may be
                  subject to taxation by that  jurisdiction.  There are no liens
                  or  encumbrances  on any of  Xtrana's  assets  that  arose  in
                  connection  with any failure  (or alleged  failure) to pay any
                  Tax, and Xtrana has no knowledge of any basis for assertion of
                  any  claims   attributable   to  Taxes  which,   if  adversely
                  determined,  would  result  in any such  lien or  encumbrance.
                  Xtrana is not  currently  under audit with  respect to any Tax
                  returns,  statements,  or other  documents filed by it and has
                  not been advised that any of such  documents  will be audited,
                  and  Xtrana  has  not  been  advised  of  any   deficiency  in
                  assessment  or proposed  judgment to its Taxes.  Xtrana has no
                  knowledge  of any  Liability of any Tax to be imposed upon its
                  properties or assets. All Taxes that Xtrana is or was required
                  by Legal Requirements to withhold, deduct or collect have been
                  duly  withheld,  deducted  and  collected  and,  to the extent
                  required,  have been paid to the proper governmental authority
                  or other  entity.  Xtrana  is not a party  to any tax  sharing
                  agreement,  tax allocation agreement, tax indemnity obligation
                  or  similar  written  or  unwritten  agreement,   arrangement,
                  understanding  or  practice  with  respect  to Taxes that will
                  require any payment by Xtrana.

         (d)      EMPLOYEES AND EMPLOYMENT BENEFITS. Xtrana does not have a duty
                  to bargain  with any labor  organization  with  respect to any
                  employees and there is not pending any demand for  recognition
                  or any other request or demand from a labor  organization  for
                  representative  status with respect to any employee of Xtrana.
                  Xtrana is in compliance with all employment, employee benefit,
                  compensation,   change  in   control,   and   similar   plans,
                  agreements, policies, practices,  commitments,  contracts, and
                  understandings (whether qualified or non-qualified,  currently
                  effective or  terminated,  written or  unwritten),  any trust,
                  escrow,  or other  agreement  related  thereto,  and all Legal
                  Requirements  applicable thereto, and has not been notified of
                  any  allegation  to the  contrary.  Neither the Xtrana nor any
                  "ERISA  affiliate"  (as  defined  below) of Xtrana  maintains,
                  contributes to or has any liability  (contingent or otherwise)
                  with respect to a plan (including a  "multiemployer  plan", as
                  defined  below) subject to Title IV of ERISA or Section 412 of
                  the Code (as defined  below).  All employee


                                       10
<PAGE>


                  benefit  plans and  arrangements  (regardless  of whether such
                  plans or arrangements  are covered by ERISA)  maintained by or
                  contributed to by Xtrana or any ERISA  Affiliate of Xtrana are
                  in material compliance with all Legal Requirements,  including
                  any  reporting  requirements.  The  Company  does not have any
                  liability  (contingent or otherwise) with respect to retirees,
                  including retiree death benefits. Neither Xtrana nor any other
                  person or entity,  including any fiduciary, has engaged in any
                  transaction  prohibited by Section 4975 of the Code or Section
                  406 of ERISA which would  subject  Xtrana,  or any entity that
                  Xtrana has an obligation  to indemnify,  to any tax or penalty
                  imposed  under  Section  4975 of the  Code or  Section  502 of
                  ERISA. The transaction  contemplated by this Agreement and the
                  other Transaction  Documents will not involve any transactions
                  prohibited  by  Section  406 of ERISA or  Section  4975 of the
                  Code.  For purposes of this  provision,  (i) "ERISA" means the
                  Employee  Retirement  Income  Security Act of 1974, as amended
                  from time to time;  (ii)  "ERISA  affiliate"  means any entity
                  required to be aggregated  with Xtrana under Sections  414(b),
                  (c), (m) or (o) of the Code;  and (iii)  "multiemployer  plan"
                  means a plan  which is a  "multiemployer  plan" as  defined in
                  Section 4001(a)(3) of ERISA

         (e)      ENVIRONMENTAL  MATTERS.  Xtrana (i) has never violated, and is
                  presently in compliance with, all Legal Requirements  relating
                  to environmental  and health and safety matters  applicable to
                  its  business  and   properties,   (ii)  has  not   generated,
                  manufactured,  refined, transported, treated, stored, handled,
                  disposed of, transferred, produced or processed any pollutant,
                  toxic  substance,   hazardous  waste,   hazardous   substance,
                  hazardous material, oil or petroleum product or other material
                  regulated under any of such Legal Requirements (referred to in
                  this  provision as "hazardous  materials") or any solid waste,
                  and has no  knowledge  of the  release or threat of release of
                  any  hazardous  materials  from its  products,  properties  or
                  facilities,  (iii) has not (A) entered into or been subject to
                  any Order  with  respect  to any  environmental  or health and
                  safety  matter   relating  to  its  business  or  any  of  its
                  properties  or  facilities,  (B)  received  notice  under  the
                  citizen suit  provision of any of such Legal  Requirements  in
                  connection  with  its  business  or any of its  properties  or
                  facilities, (C) received any request for information,  notice,
                  demand  letter,  administrative  inquiry or formal or informal
                  complaint or claim with respect to any environmental or health
                  and  safety  matter  relating  to its  business  or any of its
                  properties  or  facilities  or (D) been  subject  to or to its
                  knowledge   threatened   with  any   governmental  or  citizen
                  enforcement action with respect to any environmental or health
                  and  safety  matter  relating  to its  business  or any of its
                  properties or facilities.  To the knowledge of the Xtrana,  no
                  lien or encumbrance  has been imposed on any of the properties
                  or  facilities  of Xtrana  by any  governmental  authority  in
                  connection with the presence of any hazardous materials.


                                       11
<PAGE>


         (f)      INTELLECTUAL   PROPERTY.   (i)  Xtrana  has  obtained  a  full
                  assignment of all right,  title and interest in and to (and is
                  the owner of) the Intellectual  Property  (including,  without
                  limitation,  the  Patents)  to be  assigned  pursuant  to this
                  Agreement to AB; (ii) the  Intellectual  Property (or Xtrana's
                  use of the  same) is not the  subject  of and has not been the
                  subject of any litigation or dispute with any third party with
                  respect  to   infringement,   misappropriation   or  validity,
                  inventorship  or priority of  invention;  (iii) to the best of
                  its knowledge,  the Intellectual Property (and Xtrana's use or
                  acquisition  of the same) does not infringe or  misappropriate
                  any third party rights and all  Intellectual  Property claimed
                  by any of the  Patents is valid and  enforceable;  (iv) it has
                  received no notice of such  litigation,  disputes or any cease
                  and  desist  letter  or  offers to  license  the  intellectual
                  property  rights of any third  party  which  such  rights  are
                  allegedly necessary to practice the Intellectual Property; (v)
                  except  as set  forth in  Section  3, it has not  granted  any
                  license  under the  Intellectual  Property to any third party;
                  and  (vi)  there  are  no  liens,  encumberances  or  security
                  interests on the Intellectual Property.

         (g)      USE OF PROCEEDS. Xtrana is not entering into this Agreement or
                  the other Transaction Documents as part of a scheme or plan to
                  avoid payment of any Liabilities,  and acknowledges that AB is
                  relying on this representation by Xtrana and Xtrana's covenant
                  in Section 13(g) below in entering into this Agreement and the
                  other  Transaction  Documents and agreeing to  consummate  the
                  transactions contemplated hereby and thereby.

         (h)      NO BROKERS.  Other than Westridge Associates,  LLC, whose fees
                  in the amount of [$250,000]  shall be entirely borne by Xtrana
                  and paid by Xtrana  immediately  upon the Closing,  no broker,
                  finder,  or similar agent, if any, employed by or on behalf of
                  Xtrana  in  connection  with  this  Agreement  and  the  other
                  Transaction Documents and the transactions contemplated hereby
                  and thereby  will be entitled to the payment of any  brokerage
                  commission,   finder's   fee,   or  expenses  or  any  similar
                  compensation  or payment in connection with this Agreement and
                  the  other   Transaction   Documents   and  the   transactions
                  contemplated hereby and thereby.

         (i)      VOTING  AGREEMENT.  The parties executing the Voting Agreement
                  with AB  concurrently  with the execution and delivery of this
                  Agreement hold shares of capital stock of Xtrana representing,
                  in the aggregate,  15.1% of the issued and outstanding  voting
                  capital stock and voting power of Xtrana on the date hereof.

9.       CONFIDENTIALITY. Except as shall be set forth in the Proxy Statement or
         as provided below in this Section, from the Effective Date Xtrana shall
         not disclose to any third party (and shall  contractually  obligate its
         officers, directors,  employees and representatives in the same manner)
         (i) any of the Intellectual Property that is not


                                       12
<PAGE>


         fully  disclosed  in any of the  Patents,  or  otherwise  in the public
         domain;   (ii)  AB's  interest  in  (and  the  subject  matter  of  the
         negotiations  between the  Parties  with  respect to) the  Intellectual
         Property,  or (iii) the existence of, or the terms and  conditions  of,
         this Agreement or the other Transaction Documents, or the status of the
         transactions   contemplated   hereby   and   thereby.   The   foregoing
         nondisclosure  obligation  (A)  shall  not  apply  to  any  disclosures
         required  pursuant to a court order or other  applicable law;  provided
         that  Xtrana  shall  provide  AB with  prompt  written  notice any such
         requirement and a reasonable  opportunity to seek a protective order or
         other injunctive  relief to limit the extent of such disclosure and (B)
         shall not  prohibit  Xtrana  from making  disclosures  of the terms and
         conditions of this Agreement as are necessary to comply with regulatory
         requirements of the United States  Securities and Exchange  Commission,
         provided  that it gives AB  advance  notice of,  and  consults  with AB
         regarding,  any  disclosures  pursuant  to this  sentence to the extent
         practicable under the circumstances.

10.      INDEMNIFICATION.

         (a)      OF AB BY  XTRANA.  From and after the  Closing,  Xtrana  shall
                  indemnify,  defend and hold  harmless  AB and its  affiliates,
                  subsidiaries       and      permitted       assigns,       and
                  successors-in-interest,   and   their   respective   officers,
                  directors,   employees,   agents,  and   representatives   (as
                  applicable)  (the "AB  Indemnitees")  from and against (A) any
                  and  all  liabilities,  losses,  costs,  damages  or  expenses
                  (including   court  costs  and  reasonable   attorneys'  fees)
                  whatsoever  ("Losses")  incurred by the AB  Indemnitees to the
                  extent  arising  from or relating  to  Xtrana's  breach of its
                  covenants,  representations,  warranties, or other obligations
                  hereunder  or any third  party  claims that any of the Patents
                  infringe  an  issued  United  States  patent,  or  any  of the
                  Intellectual  Property,  solely  in the form  assigned  to AB,
                  otherwise   infringes  or  misappropriates   any  intellectual
                  property rights of a third party, and (B) any and all Retained
                  Liabilities  and any and all  Losses  incurred  by AB  arising
                  therefrom or relating thereto.  Notwithstanding the foregoing,
                  in satisfaction of its  indemnification  obligation  hereunder
                  for  infringement  or  misappropriation  claims relates to the
                  Intellectual  Property  assigned  to AB,  Xtrana,  at its sole
                  option,  may  obtain for AB  licenses  (at  Xtrana's  expense)
                  reasonably  satisfactory  to AB from  such  third  parties  as
                  necessary to enable AB to enjoy full use and  enjoyment of any
                  such  Intellectual  Property  that  is  the  subject  of  such
                  infringement or misappropriation claim.

         (b)      OF XTRANA BY AB.  From and after the  Closing  Date,  AB shall
                  indemnify, defend and hold harmless Xtrana and its affiliates,
                  subsidiaries and permitted assigns, successors-in-interest and
                  their  respective   officers,   directors  and  employees  (as
                  applicable)  (the "Xtrana  Indemnitees")  from and against any
                  and all  Losses  incurred  by the  Xtrana  Indemnitees  to the
                  extent   arising   from   AB's   breach   of  its   covenants,
                  representations,  warranties,  or other obligations  herein or


                                       13
<PAGE>


                  any claim that  intellectual  property  of AB,  other than the
                  Intellectual   Property   assigned   to   AB,   infringes   or
                  misappropriates  any  intellectual  property rights of a third
                  party.

         (c)      NOTICE;  LIMITATIONS.  In order for an AB Indemnitee or Xtrana
                  Indemnitee,   as   applicable,   to   be   entitled   to   any
                  indemnification  provided  for under this  Agreement,  such AB
                  Indemnitee or Xtrana  Indemnitee,  as applicable,  must notify
                  the indemnifying  Party in writing,  and in reasonable detail,
                  of the claim as promptly as reasonably  possible after receipt
                  by such AB Indemnitee or Xtrana Indemnitee,  as applicable, of
                  notice of such claim; provided,  however, that failure to give
                  such  notification  on a timely  basis  shall not  affect  the
                  indemnification  provided  hereunder  except to the extent the
                  indemnifying   party  shall  have  been  actually   materially
                  prejudiced  as a result of such  failure.  Thereafter,  the AB
                  Indemnitee  or  Xtrana  Indemnitee,   as  applicable,   shall,
                  promptly  after  the  indemnified   party's  receipt  thereof,
                  deliver to the  indemnifying  party  copies of all notices and
                  documents   (including   court  papers)  received  by  the  AB
                  Indemnitee or Xtrana  Indemnitee,  as applicable,  relating to
                  the claim.  No party  shall be entitled to bring any claim for
                  indemnity  hereunder  until,  and only to the extent  that its
                  aggregate  Losses  exceed  $50,000.  Except  with  respect  to
                  Retained Liabilities or Fundamental Representations,  no Party
                  shall be  entitled  to bring a claim for  indemnity  hereunder
                  unless  notice of such claim has been given under this Section
                  10  within  the date that is  eighteen  (18)  months  from the
                  Closing  Date.  Neither  party  shall  be  liable  for  Losses
                  incurred  by the other  party  under this  Agreement,  whether
                  claimed  by  way  of  indemnification   under  Section  10  or
                  otherwise,  for  any  amount  in  excess  of  $1,000,000  (the
                  "Liability  Cap"),  provided  that the Liability Cap shall not
                  apply to any claims by AB in respect of  Retained  Liabilities
                  or  Fundamental  Representations  and  any  payments  to AB in
                  respect  of such  claims  by AB  shall  not be  considered  in
                  determining  whether the  Liability  Cap has been met. For the
                  avoidance  of  doubt,  Xtrana's  indemnification   obligations
                  pursuant to Section 10 of this  Agreement  with respect to the
                  Retained Liabilities and the Fundamental Representations shall
                  survive Closing and shall not terminate or expire.

         (d)      DEFENSE  OF  CLAIM.  If one or more AB  Indemnitees  or Xtrana
                  Indemnitees, as applicable,  makes a claim for indemnification
                  pursuant  to  Section  10 (a) or (b) above in  respect  of any
                  Proceeding  initiated  against an indemnified party by a third
                  party (a "Third Party Claim"), the indemnifying party shall be
                  entitled to assume the defense  thereof  and, if it so chooses
                  and acknowledges in writing its obligation to indemnify the AB
                  Indemnitees or Xtrana Indemnitees, as applicable, therefor, to
                  assume  the  defense  thereof  with  counsel  selected  by the
                  indemnifying  party  and  reasonably  satisfactory  to  the AB
                  Indemnitees  or  Xtrana  Indemnitees,  as  applicable,  and to
                  settle  such  suit,   action,   claim  or  proceeding  in  its
                  discretion with a full release of the AB Indemnitees or Xtrana
                  Indemnitees,  as  applicable,


                                       14
<PAGE>


                  and no  admission  of  liability;  provided,  that the written
                  consent  of  the  AB  Indemnitees  or  Xtrana  Indemnitee,  as
                  applicable (which shall not be unreasonably withheld) shall be
                  required for any  settlement if as a result thereof the rights
                  of the AB  Indemnitees or Xtrana  Indemnitees,  as applicable,
                  may be  adversely  affected  or the AB  Indemnitees  or Xtrana
                  Indemnitees, as applicable, would become subject to injunctive
                  or other equitable relief or any remedy other than the payment
                  of money by the  indemnifying  Party . Should the indemnifying
                  party so elect to assume the defense of a Third  Party  Claim,
                  the  indemnifying   party  shall  not  be  liable  to  the  AB
                  Indemnitees or Xtrana  Indemnitees,  as applicable,  for legal
                  expenses subsequently incurred by the AB Indemnitees or Xtrana
                  Indemnitees,  as  applicable,  in connection  with the defense
                  thereof  unless  (i) the  indemnifying  party  has  failed  to
                  vigorously  defend,  contest or otherwise  protest in a timely
                  manner  against  Third  Party  Claims,  or (ii) an  actual  or
                  potential  conflict  of  interest  exists  such that  separate
                  representation of the AB Indemnitees or Xtrana Indemnitees, as
                  applicable,  is appropriate or necessary.  If the indemnifying
                  party  assumes  such  defense,  the AB  Indemnitees  or Xtrana
                  Indemnitees,   as   applicable,   shall   have  the  right  to
                  participate in the defense thereof and to employ  counsel,  at
                  their own expense,  separate from the counsel  employed by the
                  indemnifying party. The indemnifying party shall be liable for
                  the reasonable fees and expenses of counsel employed by the AB
                  Indemnitees  or Xtrana  Indemnitees,  as  applicable,  for any
                  period during which the indemnifying party has not assumed the
                  defense  thereof  and for any  period in which a  conflict  of
                  interest  exists such that separate  representation  of one or
                  more of the  Indemnitees is  appropriate or necessary.  If the
                  indemnifying  party  chooses to defend any Third Party  Claim,
                  all the  parties  hereto  shall  cooperate  in the  defense or
                  prosecution  of such Third  Party  Claim at the expense of the
                  indemnifying party.

11.      CONDITIONS  TO  CLOSING  APPLICABLE  TO  AB.  The  obligation  of AB to
         conclude the  transaction at the Closing is subject to the  fulfillment
         to AB's  reasonable  satisfaction  or waiver  of each of the  following
         conditions as of the date of such Closing:

         (a)      REPRESENTATIONS  AND WARRANTIES  CORRECT.  The representations
                  and   warranties    (including,    without    limitation   the
                  representations  and  warranties set forth in Sections 7 and 8
                  hereto)  made by Xtrana  herein shall be true and correct when
                  made,  and shall be true and  correct as of the  Closing as if
                  made at the Closing;  and AB shall have received a certificate
                  signed on behalf of Xtrana by its Chief Executive  Officer and
                  its Chief Financial Officer, in form and substance  reasonably
                  acceptable to AB and its counsel,  confirming  the matters set
                  forth in this paragraph;

         (b)      Xtrana shall have performed all of the convenants  (including,
                  without limitation,  the covenants set forth in Sections 8 and
                  13 hereto)  required to


                                       15
<PAGE>


                  be  performed  and  satisfied  on or prior to Closing;  and AB
                  shall have received a  certificate  signed on behalf of Xtrana
                  by  its  Chief  Executive  Officer  and  its  Chief  Financial
                  Officer, in form and substance reasonably acceptable to AB and
                  its  counsel,   confirming  the  matters  set  forth  in  this
                  paragraph;

         (c)      STOCKHOLDER APPROVAL. The Stockholder Approval shall have been
                  validly  obtained  at a  duly  convened  meeting  of  Xtrana's
                  stockholders,   and  AB  shall  have   received   from  Xtrana
                  documentation  reasonably  requested  by  AB  evidencing  such
                  approval;

         (d)      SECRETARY'S  CERTIFICATE.  Xtrana shall have delivered to AB a
                  certificate of the Secretary of Xtrana,  in form and substance
                  reasonably acceptable to AB and its counsel,  certifying:  (i)
                  Xtrana's   articles  of  incorporation  and  bylaws  and  good
                  standing (including a good standing  certificate  certified by
                  the  relevant  secretary  of state  within 5 days of Closing),
                  (ii) board  resolutions  approving this  Agreement,  the other
                  Transaction  Documents,  and  the  transactions   contemplated
                  hereby and thereby,  (iii) the shareholder vote approving this
                  Agreement,   the   other   Transaction   Documents,   and  the
                  transactions  contemplated hereby and thereby,  along with the
                  number of dissenting  shares,  if any, and (iv) the incumbency
                  of  the  officers  executing  this  Agreement  and  the  other
                  Transaction  Documents  and  the  certificates  referenced  in
                  paragraphs (a) and (b) above.

         (e)      GOVERNMENTAL APPROVAL. Any applicable United States government
                  regulatory  period  shall have expired and Xtrana and AB shall
                  have received all requisite regulatory approvals necessary for
                  the transactions contemplated by this Agreement;

         (f)      OTHER TRANSACTION DOCUMENTS. At the Closing, Xtrana shall have
                  executed  and  delivered to AB the Patent  Assignment  and the
                  Consulting Agreement;

         (g)      EXISTING  LICENSES.  The  agreements  referred to in Section 3
                  above  shall  have been  terminated  as  contemplated  by such
                  Section;

         (h)      LITIGATION.   There  shall  be  no   Proceedings   pending  or
                  threatened  (i) with  respect to or in any way relating to the
                  Intellectual  Property;  (ii)  involving  any challenge to, or
                  seeking  damages  or other  relief in  connection  with,  this
                  Agreement or the other  Transaction  Documents or the transfer
                  of the Intellectual  Property to AB contemplated hereby or the
                  consummation of the other transactions contemplated hereby and
                  thereby;  or (iii)  that  would  otherwise  have the effect of
                  preventing,  delaying, making illegal, imposing limitations or
                  conditions  on  or  otherwise  interfering  with  any  of  the
                  transactions  contemplated  by this  Agreement  and the  other
                  Transaction Documents.


                                       16
<PAGE>


         (i)      NO MATERIAL ADVERSE CHANGE. There shall be no material adverse
                  change in the Intellectual Property.

         (j)      ADDITIONAL  DOCUMENTATION.  AB shall have received from Xtrana
                  such  additional  documentation  as AB may reasonably  request
                  evidencing all corporate and other  proceedings to be taken by
                  Xtrana  in  connection  with  this  Agreement  and  the  other
                  Transaction  Documents  prior to Closing  and  evidencing  the
                  satisfactions  of  the  other  conditions  specified  in  this
                  Section  11,  and  such  documentation   shall  be  reasonably
                  acceptable to AB and its counsel.


12.      CONDITIONS TO CLOSING APPLICABLE TO XTRANA. The obligation of Xtrana to
         conclude the  transaction at the Closing is subject to the  fulfillment
         to Xtrana's reasonable  satisfaction or waiver of each of the following
         conditions as of the date of such Closing:

         (a)      REPRESENTATIONS  AND WARRANTIES  CORRECT.  The representations
                  and warranties  made by AB herein shall be true and correct in
                  all material respects when made, and shall be true and correct
                  in all  material  respects as of the Closing as if made at the
                  Closing.

         (b)      STOCKHOLDER  APPROVAL.  The  assignment  of  the  Intellectual
                  Property by Xtrana to AB shall have been  validly  approved by
                  the  holders  of a  majority  of the stock of Xtrana at a duly
                  convened meeting of its stockholders.

         (c)      LITIGATION.  There shall be no litigation  filed or threatened
                  which would seek to challenge the transfer of the Intellectual
                  Property to AB, or the validity or effect of this Agreement.

13.      ADDITIONAL  COVENANTS.  Upon execution of this Agreement,  and prior to
         (and to the extent intended  below,  including parts (h) and (i) and as
         specified  in parts  (b),  also upon and  following  the  Closing)  the
         Closing, Xtrana covenants and agrees that:

         (a)      Xtrana shall not  (directly or  indirectly  through  agents or
                  representatives) accept, solicit or otherwise entertain offers
                  from  third  parties  or  enter  into  negotiations  of  other
                  discussions  with such third parties directed at conveyance of
                  any rights  under the  Intellectual  Property and Xtrana shall
                  not grant or attempt to grant to any third party any  license,
                  assignment or other right under the Intellectual Property.

         (b)      Xtrana shall operate its business only in the ordinary course,
                  and  shall  not take any  action  which  might  reasonably  be
                  expected to have a material adverse effect on the Intellectual
                  Property, and without limitation of the


                                       17
<PAGE>


                  foregoing  shall  pay and  perform  (both  prior to and  after
                  Closing) all of its debts, obligations,  and other Liabilities
                  as they become due and payable.

         (c)      Xtrana shall use its best efforts to validly convene a meeting
                  of its  stockholders as promptly as practicable  following the
                  execution  of this  Agreement  for the  purpose of seeking the
                  Stockholder  Approval;  and in connection therewith (i) Xtrana
                  shall,  through its Board of Directors,  use its  commercially
                  reasonable  efforts to obtain  the  Stockholder  Approval  and
                  shall  recommend such approval to its  stockholders;  and (ii)
                  Xtrana  provide  AB  promptly  with all  drafts  of the  proxy
                  statement  to be used in  connection  with such  meeting  (the
                  "Proxy   Statement")   and  Xtrana   shall  use   commercially
                  reasonable  efforts  to file the  final  draft  of such  Proxy
                  Statement with the Securities and Exchange Commission no later
                  than five (5) business days after the Effective Date;

         (d)      Xtrana shall preserve the Intellectual  Property,  free of any
                  security interests, liens or encumbrances and shall extinguish
                  all outstanding security interests, liens or encumbrances with
                  respect to the Intellectual Property and shall provide AB with
                  documentations substantiating the same;

         (e)      Xtrana  shall  give AB prompt  written  notice  after  gaining
                  knowledge of the  occurrence  or failure to occur of any event
                  or facts the  occurrence  (or  failure  to occur) of which (i)
                  render any of Xtrana's  representations  and  warranties  made
                  herein as of the Effective  Date  inaccurate  when made,  (ii)
                  could   reasonably  be  expected  to  cause  any  of  Xtrana's
                  representations   or   warranties   herein  to  be  untrue  or
                  inaccurate  if made as of the  Closing;  (iii) could result in
                  Xtrana's  failure to comply with or satisfy the covenants made
                  by it; or (iv) could  reasonably  be  expected  to  materially
                  adversely  affect the  Intellectual  Property or AB's full use
                  and enjoyment thereof after the Closing;

         (f)      Xtrana shall use commercially  reasonable  efforts to take all
                  such actions  necessary or advisable to satisfy the conditions
                  specified herein and consummate the transactions  contemplated
                  by this  Agreement and the other  Transaction  Documents;  and
                  Xtrana  shall not take any  action or omit to take any  action
                  that  would   cause  any  of  Xtrana's   representations   and
                  warranties contained herein to be untrue as of the Closing.

         (g)      The Parties agree to waive  compliance  with the provisions of
                  any and all "bulk sales" and similar laws  applicable  to this
                  Agreement,   the   other   Transaction   Documents,   and  the
                  transactions contemplated hereby and thereby.


                                       18
<PAGE>


         (h)      Xtrana  shall  promptly  pay and fully  discharge  any income,
                  excise, employment,  sales or use taxes of Xtrana arising as a
                  result of the sale, transfer,  conveyance or assignment of the
                  Intellectual Property.

         (i)      Xtrana shall  continue to exist as a corporate  entity in good
                  standing for a period of at least  eighteen  months  following
                  the Closing.  Xtrana agrees that the money paid to it pursuant
                  to Section 2(f) shall not be distributed  to its  stockholders
                  after  Closing  without  (A) first  satisfying  or  adequately
                  providing for all of its outstanding Liabilities as determined
                  by the board of  directors  of Xtrana in the  exercise  of its
                  reasonable business judgment, which determination is evidenced
                  in a formal resolution,  and (B) retaining an adequate reserve
                  for  Xtrana's  payment  of its  then-existing  and  reasonably
                  anticipated   Liabilities  (and  without   limitation  of  the
                  foregoing,  such  reserve  will include a retention of no less
                  than one million  dollars  ($1,000,000)  specifically  for the
                  purpose of potential claims under Section 10 of this Agreement
                  for no less than eighteen (18) months from the Closing  Date),
                  as determined by its board of directors in the exercise of its
                  reasonable   business   judgment  as  evidenced  by  a  formal
                  resolution,  it being the  understanding  of AB that Xtrana is
                  not entering  into this  Agreement  and the other  Transaction
                  Documents as part of a scheme or plan to avoid  payment of any
                  Liabilities.  The foregoing  requirement to maintain a reserve
                  of no less than a one million dollars  ($1,000,000)  shall not
                  prohibit  Xtrana from  distributing to its  stockholders  such
                  reserve  from the money paid to it  pursuant  to Section  2(f)
                  after the date which is eighteen  (18) months from the Closing
                  Date if neither AB nor any other AB Indemnitee has any pending
                  claim under  Section 10 of this  Assignment  Agreement and the
                  board of directors of Xtrana has determined in the exercise of
                  its  reasonable  business  judgment,  which  determination  is
                  evidenced in a formal  resolution,  that no other  Liabilities
                  exist  under  this  Assignment  Agreement.  In the event  that
                  Xtrana intends to effect any  distribution,  then no less than
                  thirty  days  prior  to any  such  distribution  Xtrana  shall
                  deliver to AB a certificate  of its Secretary  notifying AB of
                  such  distribution  and certifying  any of the  aforementioned
                  board  resolutions  that are  required as a condition  to such
                  distribution.

14.      TERMINATION.  This Agreement may be terminated at any time prior to the
         Closing:

         (a)      by AB, in a writing,  should one or more of the conditions set
                  forth in Section 11 (Conditions  to Closing  Applicable to AB)
                  fail to be  satisfied  on or prior to the  Closing  within the
                  time frame set forth in Section  14(c)  below,  provided  that
                  such failure to satisfying  such  conditions is not the result
                  of a breach by AB of its obligations hereunder; or

         (b)      by Xtrana, in a writing,  should one or more of the conditions
                  set forth in Section 12 (Conditions  to Closing  Applicable to
                  Xtrana) fail to be satisfied on or prior to the Closing within
                  the time frame set forth in Section 14(c)


                                       19
<PAGE>


                  below,  provided that such failure to satisfy such  conditions
                  is not the  result of a breach  by  Xtrana of its  obligations
                  hereunder; or

         (c)      by AB or Xtrana,  in a writing,  if the Closing does not occur
                  on or  prior  to (i) the  date  that is two (2)  months  after
                  Xtrana files a definitive  Proxy Statement with the Securities
                  and  Exchange  Commission,  if  the  Securities  and  Exchange
                  Commission does not review Xtrana's Proxy Statement,  and (ii)
                  September 15, 2004 if the Securities  and Exchange  Commission
                  does review Xtrana's Proxy Statement, but a Party may not seek
                  termination  under  this  Section  14(c)  if  the  failure  to
                  consummate  a Closing  by the dates set forth in parts (i) and
                  (ii)  above is a result  of a breach  of a duty or  obligation
                  hereunder of the Party seeking such termination.

         (d)      Automatically  without  further  action  on the part of either
                  Party if Xtrana holds a meeting for purposes of obtaining  the
                  Stockholder  Approval,  and such  Stockholder  Approval is not
                  obtained at that meeting.

         In the event of such termination, no party shall have any obligation or
         liability  to any other in  respect to this  Agreement,  except for any
         liabilities  that may arise from the  conduct of the  parties  prior to
         such termination,  including without  limitation any breach of contract
         or misrepresentation occurring prior to such termination.

15.      EFFECTS OF CLOSING.  Unless expressly  provided herein to the contrary,
         all rights,  obligations,  representation and warranties of the Parties
         shall survive any  investigation  made by the Parties and shall survive
         Closing of this Agreement.

16.      SEVERABILITY.  If any provision hereof should be held invalid,  illegal
         or unenforceable in any respect,  then, to the fullest extent permitted
         by applicable law: (a) all other provisions hereof shall remain in full
         force and effect and shall be liberally construed in order to carry out
         the  intent of the  Parties as nearly as may be  possible,  and (b) the
         Parties agree to use their commercially reasonable efforts to negotiate
         a provision,  in replacement of the provision held invalid,  illegal or
         unenforceable, that is consistent with applicable law and accomplishes,
         as nearly as  possible,  the  original  intention  of the Parties  with
         respect  thereto.  To the fullest extent  permitted by applicable  law,
         each Party  hereby  waives any  provision  of law that would render any
         provision hereof prohibited or unenforceable in any respect.

17.      GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
         accordance  with the laws of the State of  California,  without  giving
         effect  to rules of  conflict  of laws.  The  Parties  hereby  agree to
         designate San Francisco,  California as the  appropriate  venue for any
         litigation relating to this Agreement.


                                       20
<PAGE>


18.      NOTICES.  All  notices or other  communications  that are  required  or
         permitted hereunder shall be in writing and delivered personally,  sent
         by facsimile (and promptly confirmed by personal  delivery,  registered
         or certified mail or overnight courier), sent by  nationally-recognized
         overnight  courier or sent by  registered  or certified  mail,  postage
         prepaid, return receipt requested, addressed as follows:

            If to AB:         Applied Biosystems
                              850 Lincoln Centre Drive
                              Foster City, CA 94404
                              Attention:  Vice President, Intellectual Property,
                              Legal Department
                              Fax No. (650) 638-6677


            If to Xtrana:     Xtrana, Inc.
                              590 Burbank Street, Suite 205
                              Broomfield, Colorado 80020
                              Attention: J. Timothy Dahltorp,
                              Chief Executive Officer
                              Fax No. (303) 466-3323

            With a copy to:   Stubbs Alderton & Markiles, LLP
                              15821 Ventura Blvd., Suite 525
                              Encino, CA  91436
                              Attention: Scott Alderton
                              Fax No. (818) 444-4520

         or to such other address as the Party to whom notice is to be given may
         have  furnished to the other Party in writing in  accordance  herewith.
         Any such  communication  shall be deemed  to have  been  given (i) when
         delivered,  if personally delivered or sent by telecopier on a business
         day,   (ii)  on  the   business   day  after   dispatch,   if  sent  by
         nationally-recognized   overnight  courier,  and  (iii)  on  the  third
         business  day  following  the date of mailing,  if sent by mail.  It is
         understood  and agreed that this  Section is not intended to govern the
         day-to-day  business  communications  necessary  between the Parties in
         performing  their  duties,  in due  course,  under  the  terms  of this
         Agreement.

19.      ENTIRE  AGREEMENT;   MODIFICATIONS.   This  Agreement  sets  forth  and
         constitutes the entire agreement and understanding  between the Parties
         with  respect to the subject  matter  hereof and all prior  agreements,
         understanding,  promises and representations,  whether written or oral,
         with respect thereto are superseded hereby. Each Party confirms that it
         is not relying on any  representations or warranties of the other Party
         except for the representations or warranties  specifically set forth in
         this Agreement. No amendment, modification, release or discharge hereof
         shall be binding upon the Parties  unless in writing and duly  executed
         by authorized representatives of both Parties.


                                       21
<PAGE>


20.      CONSTRUCTION.  Except where the context  otherwise  requires,  wherever
         used, the singular  shall include the plural,  the plural the singular,
         the use of any gender shall be  applicable  to all genders and the word
         "or" is used in the inclusive  sense. The captions and headings of this
         Agreement are for  convenience  of reference only and in no way define,
         describe,  extend or limit the scope or intent of this Agreement or the
         intent of any provision contained in this Agreement.  Both Parties been
         represented by counsel and have  participated  equally in the formation
         of  this  Agreement;  the  language  of  this  Agreement  shall  not be
         presumptively construed against either Party.

21.      RELATIONSHIP  OF THE PARTIES.  It is expressly  agreed that the Parties
         are independent  contractors and that the relationship  between the two
         Parties shall not constitute a partnership, joint venture or agency.

22.      EQUITABLE  RELIEF.  Notwithstanding  anything  herein to the  contrary,
         nothing in this  Agreement  shall  preclude  either  Party from seeking
         interim or provisional  relief, in the form of a temporary  restraining
         order,  preliminary  injunction  or other interim  equitable  relief as
         necessary to protect the interests of such Party.

23.      WAIVER. The waiver by either Party hereto of any right hereunder or the
         failure to perform or a breach by the other Party shall not be deemed a
         waiver of any other right  hereunder  or of any other breach or failure
         by said other Party whether of a similar nature or otherwise.

24.      COUNTERPARTS.  This Agreement may be executed  (including via facsimile
         or other  electronic  means of transmitting  signed copies) in mutliple
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one and the same instrument.

25.      NO BENEFIT TO THIRD PARTIES. Except for the rights in Section 10, which
         are for the express benefit of the indemnitees  identified therein, the
         representations,  warranties,  covenants,  rights and  obligations  set
         forth in this  Agreement  are for the sole  benefit of the  Parties and
         their successors and permitted assigns, and they shall not be construed
         as conferring any rights on any other third parties.

26.      SUCCESSORS  AND  ASSIGNS.  This  Agreement  and the  other  Transaction
         Documents  will apply to, be binding in all respects upon, and inure to
         the benefit of the successors and assigns of the parties.


                                       22
<PAGE>


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the Effective Date.

APPLERA CORPORATION, THROUGH ITS
APPLIED BIOSYSTEMS GROUP                    XTRANA, INC.

BY:      /s/ MICHAEL W. HUNKAPILLER   BY:       /S/ TIMOTHY DAHLTORP
         --------------------------            ---------------------------------
NAME:    Michael W. Hunkapiller       NAME:    Timothy Dahltorp
TITLE:   Senior Vice President        TITLE:   Chief Executive Officer


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