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================================================================================
                    U. S. Securities And Exchange Commission
                              Washington, DC 20549

                                   ----------

                                   FORM 10-KSB

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     For the fiscal year ended March 31, 2003

[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ___________ to _____________

                        Commission file number 333-11591

                                   ----------

                              Tice Technology, Inc.
                 (Name of small business issuer in its charter)

            Delaware                                       62-1647888
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

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

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

           Securities registered pursuant to Section 12(b) of the Act:
                                                        Name of each exchange
Title of each class                                      on which registered
-------------------                                     ---------------------
       None                                                     None

          Securities registered pursuant to Section 12(g) of this Act:

                    Common Shares, $0.01 par value per share

                                   ----------

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days.
Yes [X] No [_]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-KSB.                                        [ ]

     The issuer's revenues for its most recent fiscal year (including
discontinued operations) were $3,617,887.

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and asked price of
such common equity, as of June 19, 2003 was $257,374.

     The number of shares outstanding of each of the issuer's classes of common
equity as of June 20, 2003 was: 22,773,329 Common Shares, 750,000 Class B Common
Shares and 0 Class D Common Shares.

                            Exhibit Index on page 62.

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                                TABLE OF CONTENTS

                                                                          PAGE

PART I....................................................................   2
   Item 1.  Description of Business.......................................   2
   Item 2.  Description of Property.......................................  12
   Item 3.  Legal Proceedings.............................................  12
   Item 4.  Submission of Matters to a Vote of Security Holders...........  12

PART II...................................................................  12
   Item 5.  Market For Common Equity and Related Stockholder Matters......  12
   Item 6.  Management's Discussion and Analysis or Plan of Operation.....  14
   Item 7.  Financial Statements..........................................  23
   Item 8.  Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosures..........................  53

PART III..................................................................  53
   Item 9.  Directors,  Executive  Officers,  Promoters and Control
            Persons;  Compliance with Section 16(a) of the Exchange Act...  53
   Item 10. Executive Compensation........................................  55
   Item 11. Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters....................  57
   Item 12. Certain Relationships and Related Transactions................  59
   Item 13. Exhibits and Reports on Form 8-K..............................  62
   Item 14. Controls and Procedures.......................................  63
   Item 15. Principal Accountant Fees and Services........................  64

Signatures................................................................  65

Certifications............................................................  66

                                     PART I

Item 1.  Description of Business.

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

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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. (Tice and its
subsidiaries are sometimes collectively referred to as the "Company.")
Subsequently, as discussed below, the Company sold the MidSouth business as of
March 31, 2003.

     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.

Divestitures, Proposed Divestiture and Acquisition
--------------------------------------------------

     As described in more detail elsewhere herein, 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. The
initial Term Sheet was effective until December 31, 2002, and has been extended
to December 31, 2003. In conjunction with its acquisition of A-G Tech, Tice is
required to divest itself of both the LandOak and MidSouth subsidiaries. Tice
plans to liquidate the majority of LandOak assets and has sold some of the
assets. Tice also sold some of the assets of MidSouth and as of March 31, 2003,
Tice sold the outstanding stock of MidSouth to a former employee. Tice has a
verbal agreement with two of its directors to sell the outstanding stock of
LandOak to them at the closing of the transaction with A-G Tech. However, Tice
plans to retain its TES subsidiary 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. Pursuant to the Term Sheet, Tice
will change its management and name. The Term Sheet is nonbinding (except as to
certain provisions such as 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 more detailed description of the proposed divestitures and
acquisition follows.

Divestiture of Subsidiaries
---------------------------

     Effective March 31, 2003, Tice sold the outstanding stock of MidSouth to a
former employee. The primary business of MidSouth, formerly 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 operated a division called

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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 net loss of $191,090 for fiscal year 2003 and a net loss of
$1,195,000 for fiscal year 2002. As part of the proposed transaction with A-G
Tech, Tice has agreed to divest itself of MidSouth. Prior to the sale of the
stock of MidSouth, and effective 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 with a balloon payment due July 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 provided management services to MidSouth as an
independent contractor.

     National Services Associates, Inc., a Tennessee corporation owned by the
current President of Tice, Charles West, and an unrelated person, purchased
MidSouth's NSA division and the related assets effective August 1, 2002. The
consideration was forgiveness of approximately $278,000 owed by MidSouth to the
purchaser's owners and the purchaser's assumption of the liabilities of $663,644
related to the NSA division. Pat Martin, a director of Tice, and David Camp,
Tice's Chief Financial Officer at the time, 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.

     With respect to the remaining MidSouth business (design, fabrication and
service), the employee who purchased the installation business and related
assets in July 2002 acquired the stock of MidSouth effective March 31, 2003 in
an arrangement where Tice assumed the secured debt of MidSouth to two financial
institutions and advanced $209,000 of working capital to MidSouth. Additionally,
as part of the sale agreement, MidSouth issued a $209,000 note to Tice at a rate
of 6%. The note is secured by the accounts receivable, fixtures and equipment of
MidSouth. Payments will be made over two years based on five year amortization
beginning January 1, 2004 with all remaining principal and interest due at the
end of twenty-four months. Tice is prohibited from competing with MidSouth or
hiring any MidSouth employees for five years from the date of closing.

     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 net loss of $683,124 for fiscal year 2003 and a net loss of
$2,405,446 for fiscal year 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 attempted to locate a buyer for the rental operations but was
unsuccessful.

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     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 three were closed by March 31, 2002 and the
remaining two were closed in April of 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
LandOak liabilities which are expected to be approximately $1,710,910. As part
of the sale, Tice has agreed to pay $626,095 owed by it to LandOak. The buyers
are expected to continue to liquidate the business.

     A meeting of the shareholders is being set and a proxy prepared to ratify
the sale of the stock of MidSouth (and prior sales of certain MidSouth assets)
and to approve the sale of the stock of LandOak. 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 actions.

Proposed Acquisition
--------------------

     As discussed previously, Tice and A-G Tech have evidenced their intent 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, Tice has advanced A-G Tech $1,525,000 to fund a stock
redemption agreement and $797,500 for working capital between the date of the
Term Sheet and March 31, 2003. An additional $170,000 was advanced from March
31, 2003 to June 15, 2003. Unless modified in the definitive agreement, Tice
will issue 87,456,629 Tice Common Shares and 500,000 Tice Class B Common Shares
to A-G Tech at the closing of the transaction. 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.

     In the Term Sheet, Tice 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. Tice
also agrees to cause Pat Martin, the current holder of Class B Common Shares, to
convert 500,000 of his Class B Common Shares to Common Shares leaving him with
250,000 Class B Common Shares so that A-G Tech will be able to elect 75% of the
directors of Tice. If the purchase of A-G Tech is consummated, to induce Mr.
Martin to convert 500,000 of his Class B Common Shares to Common Shares and to
complete the acquisition of A-G Tech, Tice will grant The Lanrick Group, Inc.
(owned by Mr. Martin), or its assignee, the option for three years to purchase
7,142,857 Common Shares at $0.07 per share. Mr. Martin agrees to approve the
issuance of the 500,000 Class B Common Shares to A-G Tech

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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. 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, and such funds are included as advanced by Tice to A-G Tech.

     Prior to closing, the University of Tennessee Research Corporation ("UTRC")
must have approved the proposed transactions with Tice.

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

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

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

     TES was incorporated in 1973 and provided engineering and technical
solutions for the apparel industry by developing new equipment and enhancing
customers' existing equipment. TES generally retained the rights to the design
of products it developed and obtained patents on many of its products. In
addition to marketing the conventional product line, TES spent considerable time
developing new technology and obtained six patents. The focus of the research
efforts since 1993 were centered on the Electronic Gearing Technology. This
technology was initially developed for the double needle belt loop machine and,
by using a computer and servo motors, eliminates approximately 90% of the
mechanical parts as well as certain other technical problems associated with
machines using traditional technology. In 1997, TES granted a major sewing
machine manufacturer, Brother Industries, Ltd. of Nagoya, Japan, a nonexclusive
license to manufacture products incorporating the patented electronic gearing

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technology and know-how. In June 1997, TES began receiving income from royalties
on sales of machines produced under the license. TES did not receive any license
fees in fiscal year 2002 or 2003, but did receive $70,165 in royalties for the
fiscal year ended March 31, 2002 and $130,769 in royalties for the fiscal year
ended March 31, 2003.

LandOak Company, Inc. ("LandOak")
---------------------------------

     LandOak was 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 and completed the process in April 2002. 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
which 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 operations and closed
its five rental centers. As described elsewhere, two shareholders and directors
of Tice, Pat Martin and Mike Atkins, have 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.

     As of March 31, 2003, LandOak employed 1 full-time salaried employee (and 2
part-time as of May 31, 2003). LandOak considers its relationship with its
employees to be good and none of its employees are currently represented by a
union in collective bargaining.

     During fiscal year 2003, LandOak had no major customers that accounted for
revenues in excess of 10% of LandOak's total revenues.

Atmospheric Glow Technologies
-----------------------------

     As discussed in more detail elsewhere herein, Tice has entered into a term
sheet (the "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 which 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

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the University of Tennessee in Knoxville. The acquisition of A-G Tech is
contingent on many events occurring, including Tice successfully raising
$6,500,000 in a private placement, which are described in more detail elsewhere.
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. ("AGT") 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 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:

     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);

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     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 and two issued patents acquired by A-G Tech. During
the past three years, A-G Tech has secured over $5,000,000 in funding, primarily
from Tice and 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. 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 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.

     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 O//2//), 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

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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.

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

     .  air filtration and purification products (currently the primary focus
        of attention)

     .  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 Institutes 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 indoor air streams. A-G Tech has ongoing
negotiations with a number of prospective industry partners regarding the
commercialization of the EPS(TM) System. An offsite test facility has been built
to demonstrate the technology and provide ongoing situational testing.

     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 company
has tested the product 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.

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     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. Initial
market commercialization discussions are underway with a strategic partner for
the PD devices, and prototype testing of the product is being conducted by the
Department of Defense.

     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. A-G Tech is in the discussion stage of application
commercialization with a leading diesel manufacturer.

     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, UTRC has retained the right to grant noncommercial licenses for
educational, research and institutional purposes to UTRC, the University of
Tennessee and the originators of patents and the nonprofit institutions with
which they may be affiliated. The license is also 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 has acquired from one of the
entities its rights with respect to the technology which includes two separate
patents. A-G Tech also has the right of first refusal for additional patents
relating to the Atmospheric Plasma technology in the future during the term of
the license.

                                       11

<PAGE>

     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 which $20,000
was due in September 2002 and was paid in December 2002. In addition, $20,000
will be due to UTRC in September 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.

Item 2.  Description of Property.

     Tice's corporate headquarters and LandOak's administrative offices are
located in approximately 2,500 square feet of office space in Knoxville,
Tennessee which is leased from Pat Martin, a director of Tice, on a
month-to-month basis with no penalty for termination. As of March 31, 2003, all
of LandOak's rental centers had been closed. One center has a ground lease that
continues through August 2003. Leases for the remaining rental centers have been
terminated with no further obligation to LandOak.

Item 3.  Legal Proceedings.

     There is one material pending legal proceedings to which Tice or its
subsidiaries, or to which any of their properties, are subject:

     University Health System, Inc. d/b/a University of Tennessee Medical Center
v. Two Thousand One Systems, Inc. and MidSouth Sign Company, Knox County Circuit
Court. The complaint in this action was filed February 26, 2003. MidSouth Sign
Company, Inc. made a demand against Tice for defense and indemnification for
this action. Tice is honoring the demand. The plaintiff claims a breach of
contract by MidSouth resulting from a faulty installation of a sign and damages
of $350,000 plus prejudgment interest and costs. An answer was filed on behalf
of MidSouth denying that it was the proper party to the suit and requesting
dismissal. MidSouth has denied any liability to the plaintiff and the company
intends to vigorously defend the suit.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of security holders of Tice during the
fourth quarter of Tice's fiscal year ended March 31, 2003.

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matters.

     Trading in Tice's Common Shares is reported on the Electronic Bulletin
Board under the symbol TICE. Reporting commenced on August 28, 1997 but is
sporadic so there is no

                                       12

<PAGE>

established public trading market for Tice's securities. Over-the-counter market
quotations reflect inter-dealer prices without retail mark-up/mark-down or
commission and may not necessarily reflect actual transactions.

     The following table reflects the high and low bid prices for the Common
Shares for each quarter of the fiscal years ended March 31, 2003 and 2002:

                                  Common Shares
                             ------------------------
                                High          Low

4/th/ Quarter, 2003          $     0.19    $     0.00
3/rd/ Quarter, 2003          $     0.35    $     0.00
2/nd/ Quarter, 2003          $     0.40    $     0.24
1/st/ Quarter, 2003          $     0.31    $     0.15

4/th/ Quarter, 2002          $     0.40    $     0.03
3/rd/ Quarter, 2002          $     0.12    $     0.06
2/nd/ Quarter, 2002          $     0.18    $     0.11
1/st/ Quarter, 2002          $     0.30    $     0.15

     The approximate number of holders of Common Shares of Tice as of March 31,
2003 was 1,052 (based upon the number of record holders) excluding shareholders
whose Common Shares are held in nominee or street name by brokers.

     Tice has never paid cash dividends on any of its outstanding securities nor
have any of Tice's subsidiaries paid cash dividends to Tice. Tice does not
anticipate paying cash dividends on any shares in the foreseeable future. Tice
is expected to retain earnings to finance expansion of the business and for
general corporate purposes. The declaration and payment of any dividends on the
Common Shares is at the discretion of the Board of Directors and depends on,
among other things, earnings, financial condition, capital requirements, level
of indebtedness, contractual restrictions with respect to the payment of
dividends and other factors considered relevant by the Board of Directors.

     During the three month period ended March 31, 2003, Tice issued promissory
notes in principal amounts totaling $145,000. The promissory notes, at the
option of the holder, may be converted to Tice Common Shares at a rate of $0.07
per share if Tice's Certificate of Incorporation is amended to increase Tice's
number of authorized Common Shares to 400,000,000. Tice expects to hold the
shareholders' meeting to approve the increase in authorized shares, among other
things, in 2003 and is working on the proxy materials. The notes were issued
privately under Section 506 of Regulation D of the Securities Act of 1933 to
accredited investors and investors who the Company believes either alone or with
their purchaser representatives have such knowledge and experience in financial
and business matters so as to be capable of evaluating the risks of the
investment. Each investor is required to execute a Subscription Agreement on
which the investor makes representations regarding the investor's

                                       13

<PAGE>

financial status and investing experience. LandOak Securities, LLC, a company
owned by two of Tice's directors, acted as placement agent and will receive a 6%
commission on funds raised.

Equity Compensation Plan Information
------------------------------------

-------------------------------------------------------------------------------
                                                         Number of securities
                          Number of                     remaining available for
                       securities to      Weighted       future issuance under
                       be issued upon      average        equity compensation
                        exercise of    exercise price      plans (excluding
                        outstanding    of outstanding   securities reflected in
 Plan Category            options          options           column (a))
                            (a)             (b)                   (c)
-------------------------------------------------------------------------------
Equity compensation           325,024  $         0.90                     5,000
plans approved by             230,024  $         3.50
security holders              230,023  $         7.00
-------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders                -0-          -0-
-------------------------------------------------------------------------------
   Total                      785,071
-------------------------------------------------------------------------------

Item 6.  Management's Discussion and Analysis or Plan of Operation.

Results of Operations
---------------------

Year Ended March 31, 2003 Compared with Year Ended March 31, 2002
-----------------------------------------------------------------

     Royalty revenue for the fiscal year 2003 increased $60,604 to $130,769 from
$70,165 in fiscal year 2002. This increase was mainly due to higher sales by the
licensee of products that utilize the TES patented Electronic Gearing
Technology.

     Selling, general and administrative ("SG&A") expenses, comprised primarily
of expenses of the holding company, increased in fiscal year 2003 by 79% to
$703,300 from $393,927 in fiscal year 2002, primarily due to increased legal and
accounting fees associated with the proposed acquisition of A-G Tech.
Substantially all of TES's SG&A expenses for fiscal year 2002 are included in
loss from discontinued operations, with only ongoing patent-related costs
included in SG&A expenses for fiscal years 2003 and 2002. Additionally, all of
MidSouth's and LandOak's SG&A expenses for both fiscal years are included in
loss from discontinued operations.

     The operating loss increased during fiscal year 2003 to a loss of $572,531
from a loss of $323,762 in fiscal year 2002. This increased operating loss is
primarily due to increased SG&A expenses in fiscal year 2003.

                                       14

<PAGE>

     Interest expense increased in fiscal year 2003 by 90% to $344,638 from
$181,578 in fiscal year 2003 due to additional borrowing to continue operations
and position the Company for the purchase of the assets of A-G Tech.

     Other expenses of $50,000 for fiscal year 2003 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 report.

     The provision for foreign taxes relates solely to TES's royalty and license
fee income. The provision for foreign taxes in fiscal year 2003 increased to
$13,077 from $7,017 in fiscal year 2002 due to additional royalty and license
fee income in fiscal year 2003. Tice was not able to recognize a tax benefit for
the fiscal year 2003 loss or prior years' losses carried forward.

     Loss from continuing operations increased during fiscal year 2003 to a loss
of $980,246 from a loss of $518,357 in fiscal year 2002 mainly due to the
increased legal, accounting and interest costs associated with the proposed
acquisition of A-G Tech.

     Tice's research and development expenses, related solely to TES, are
included in loss from discontinued operations for fiscal year 2002. No research
and development costs were incurred in fiscal 2003.

     Loss from discontinued operations decreased during fiscal year 2003 to a
loss of $714,035 from a loss of $4,775,066 in fiscal year 2002. The following
tables summarize those losses:
<TABLE>
<CAPTION>

Fiscal Year Ended                                   MidSouth
March 31, 2003                                     Stock Sale       MidSouth        LandOak          Total

<S>                                               <C>             <C>             <C>             <C>
Revenues                                          $         --    $  3,073,189    $    413,930    $  3,487,119
Cost of revenues                                            --      (2,789,379)       (498,269)     (3,287,648)
Selling, general and administrative expenses                --        (724,032)       (464,054)     (1,188,086)
Interest expenses                                           --         (48,125)       (102,261)       (150,386)
Disposal of inventory, property and equipment          160,133         297,303         (32,470)        424,966
                                                  ------------    ------------    ------------    ------------
   Income (loss) from discontinued operation      $    160,133    $   (191,044)   $   (683,124)   $   (714,035)
</TABLE>

<TABLE>
<CAPTION>
Fiscal Year Ended
March 31, 2002                                        TES           MidSouth         LandOak          Total
<S>                                               <C>             <C>             <C>             <C>
Revenues                                          $     74,223    $  5,460,327    $  2,079,835    $  7,614,385
Cost of revenues                                      (214,521)     (5,056,514)     (2,205,884)     (7,476,919)
Research and development expenses                     (180,953)             --              --        (180,953)
Selling, general and administrative expenses           (60,560)     (1,174,453)       (565,936)     (1,800,949)
Interest expenses                                           --         (76,375)       (326,117)       (402,492)
Other                                                   (5,418)             --           2,786        (  2,632)
Reserve for estimated future expenses                 (175,000)             --              --        (175,000)
Disposal of inventory, property and equipment         (486,742)       (289,859)       (135,725)       (912,326)
Goodwill write-off                                          --        (102,303)     (1,335,877)     (1,438,180)
                                                  ------------    ------------    ------------    ------------
   Loss from discontinued operation               $ (1,048,971)   $ (1,239,177)   $ (2,486,918)   $ (4,775,066)
</TABLE>

                                       15

<PAGE>

     Following is a description of the significant components of the loss from
discontinued operations for fiscal years 2003 and 2002:

     Fiscal year 2003 operating revenues of $3,487,119 decreased 54% from fiscal
year 2002 operating revenues of $7,614,385, due to the sale of MidSouth's
install and NSA divisions during the second quarter of fiscal 2003 and the
continued wind-down of operations at LandOak. Gross profit margin of 5.7% in
fiscal 2003 increased from 1.8% in fiscal 2002 due mainly to improved margins at
MidSouth reflecting cost reduction efforts implemented during the year.

     Research and development expenses (related to TES only) of $180,953 in
fiscal year 2002 decreased from $438,535 in fiscal year 2001 due to the
cessation of TES operations in August 2001.

     SG&A expenses of $1,188,086 in fiscal year 2003 decreased from $1,800,949
in fiscal year 200 due mainly to elimination of sales and administrative
positions associated with the sale of MidSouth's install and NSA divisions.

     Interest expense of $150,386 in fiscal year 2003 decreased from $402,492 in
fiscal 2002 reflecting the lower interest costs at LandOak due to the
disposition of the majority of vehicle inventory during fiscal 2003.

     Gain from disposals of $424,966 is comprised mainly of the gain on the sale
MidSouth's install and NSA divisions totaling $297,303 and the gain on the sale
of MidSouth stock of $160,133. Comparably, the costs of disposal of $912,326 in
fiscal year 2002 were comprised of $511,000 of TES inventory write-offs net of
sale proceeds, $297,000 for the write-down of the carrying value of land,
building and installation equipment at MidSouth, $132,000 for the write-down of
the carrying value of vehicles held for sale, equipment and leasehold
improvements at LandOak, and other miscellaneous income and expenses.

Inflation
---------

     Inflation has not had a significant impact on operations to date.

Liquidity and Capital Resources
-------------------------------

     Due to the discontinuance of the majority of Tice's businesses and costs
associated with the proposed acquisition of A-G Tech, cash flows from operations
are not sufficient to fund the Company's current business activities. Net cash
used by operating activities was $1,920,250 in fiscal year 2003 and $131,500 in
fiscal year 2002. This increase of cash used in operations of $1,788,750 was
funded through the issuance of additional long-term debt. The Company expects
that available cash, short-term borrowing and long-term debt will be sufficient
to meet its expected operating requirements, including disposition of the
subsidiaries and preparation for the acquisition of A-G Tech. However, Tice will
need to raise additional funds in connection with the acquisition of A-G Tech
and has made plans to do so which are described in more detail elsewhere herein.

                                       16

<PAGE>

     As of June 1, 2003, management believes that the Company will need
approximately $1,000,000 in additional cash to meet its operational needs, debt
retirement obligations and commitments to A-G Tech under the Term Sheet prior to
the acquisition of A-G Tech. Such funds are expected to be generated primarily
through short-term borrowing. By December 31, 2003, the Company expects to have
completed the equity private placement, at which time all outstanding debts of
the Company would be retired or converted to equity pursuant to existing or
future agreements. If successful in the consummation of the private placement,
the Company will complete the acquisition of A-G Tech and management believes
that the Company as then constituted will have sufficient operating capital (as
required under the Term Sheet) for the near future.

     Net cash used by investing activities was $491,718 in fiscal year 2003
compared to cash provided by investing activities of $1,871,506 in fiscal year
2002. The $2,363,224 change is mainly due to $2,322,500 of advances to A-G Tech
in fiscal 2003. The company will continue to divest itself of assets in its
discontinued operations and is obligated to make additional monthly advances of
$50,000 to A-G Tech.

     Net cash provided by financing activities was $2,351,803 in fiscal year
2003 compared to cash used by financing activities of $1,781,663 in fiscal year
2002. The $4,133,466 change is primarily due to the $3,309,373 increase in
proceeds provided from notes payable and long-term debt during fiscal year 2003
over fiscal year 2002 and $1,005,188 less in principal payments on notes payable
and long-term debt in fiscal 2003. As more fully discussed elsewhere herein, the
company expects to raise additional capital through the issuance of common
stock. These funds will be available for operations upon successful consummation
of the A-G Tech acquisition.

     Tice's principal commitments at March 31, 2003 consist primarily of notes
payable, notes payable to related parties, obligations under capitalized leases,
accounts payable and accrued liabilities. Current notes payable obligations are
expected to be satisfied through a combination of additional borrowing, the
completion of the equity private placement associated with the purchase of A-G
Tech, and the extension of current due dates on certain debt if approved by the
lenders.

     In June and July of 2003, current obligations of the Company totaling
$400,000, $372,499 and $487,000 become due and payable with a lending
institution, another lending institution and private investors, respectively.
Currently, the Company does not have the necessary cash to meet the obligations,
and has entered into negotiations with each party to extend the repayment dates
of the notes.

     In regard to the $400,000 amount with a lending institution, the Company
enjoys a good relationship and has reduced the amount of outstanding debt owed
to that institution by approximately $3.5 million over the past twenty-four
months. Management believes that it will be able to negotiate a favorable
solution and/or extension of the due date. In regard to the $372,499 amount due
another lending institution, the Company enjoys a good relationship and has
cumulatively reduced the amount of outstanding debt owed to that institution by
approximately $500,000 over the past twenty-four months. In both cases, two
directors of the

                                       17

<PAGE>
Company are guarantors of the debt and arrangements with the lending institution
may include payments on behalf of the Company by the directors (guarantors) with
the Company subsequently repaying the directors under terms similar or more
favorable to the Company.

     In regard to the $487,000 due to private investors, these notes were part
of a $1,000,0000 private note placement in June of 1999 to support the Company's
TES subsidiary's development of applications related to the electronic gearing
technology. These notes are secured by the patents and proceeds of the
electronic gearing technology, which is currently earning royalty income from a
Japanese licensee. Note holders representing $513,000 of the $1,000,000 elected
to convert their existing notes to a convertible note issued in conjunction with
a private placement. The remaining $487,000 is due in June 2003, with the
Company having thirty days to cure any default in payment. Currently, the
Company is in negotiations with the note holders to extend the due date of these
notes or seek alternative repayment methods.

     In the event any of the above negotiations are unsuccessful, the Company
would face a default on the listed obligations. In the case of the obligations
to the lending institutions, the institutions would most likely demand payment
on behalf of the Company from the guarantors (Tice directors), who may have
certain demand rights against the Company. In relation to the other notes, if
negotiations to extend the due date of these notes or alternative repayment
methods are not accepted, the Company would seek to assign the royalty and
license fees received from the electronic gearing technology to the note holders
until such time the notes and related interest are paid in full.

     The Company will continue to seek new licensees or possible purchasers of
the electronic gearing technology owned by its subsidiary, TES. However, no
assurances can be made that a new licensee or possible purchasers can be
located. Also, there are no assurances that the Company will continue to earn
royalty income.

Significant Accounting Policies
-------------------------------

     Significant accounting policies are discussed more fully in Note No. 1 to
the consolidated financial statements. During fiscal 2003, the Company adopted
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
which addresses financial accounting and reporting for the impairment or
disposal of long lived assets. The impact of this adoption on the financial
statements was to classify current and long-term assets and liabilities of
discontinued operations as single line items, respectively, on the face of the
balance sheet. Fiscal 2002 amounts were reclassified to conform to fiscal 2003
classifications. Additionally, footnote disclosures were expanded to include
major classes of assets and liabilities of discontinued operations.

Critical Accounting Policies and Estimates
------------------------------------------

     "Management's Discussion and Analysis" is based upon the Company's
consolidated financial statements and the notes thereto, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of these financial statements requires management
to make estimates and judgments that affect the reported amounts of assets

                                       18

<PAGE>

and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported periods. Management bases its estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. There can be no assurances
that actual results will not differ from those estimates. On an ongoing basis,
we evaluate the Company's accounting policies and disclosure practices. In
management's opinion, the critical accounting estimates which are more complex
in nature and require a higher degree of judgment include the collectibility of
accounts and notes receivable, net realizable value of vehicles held for sale,
and income tax assets and liabilities and related valuation allowances. These
accounting policies and estimates are more fully discussed in the notes to the
consolidated financial statements.

Future Operations
-----------------

     Management believes that future revenues are dependent on several factors:

     As described in greater detail elsewhere herein, Tice's management did not
believe that Tice could sustain the operating losses being incurred by its
subsidiaries until they become profitable, and has taken action at each to
reduce costs and losses and to divest itself of MidSouth and LandOak. With
respect to TES, since 1993, substantial investment had been made 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 the
FS-2000 machine. In August 2001, TES ceased operations and liquidated its assets
other than its Electronic Gearing Technology patents and related licenses from
which it expects to continue to earn royalties and possible license fees for
several more years. Tice 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 or license fees will continue to be earned.

     At LandOak, the inability to effectively compete in its 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 overhead expenses. 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 Tice to acquire the
stock of LandOak in conjunction with their role as guarantors for LandOak's
major indebtedness with three lending institutions. The sale of the LandOak
stock is conditioned upon the approval of the shareholders of Tice at its next
shareholders' meeting.

     At MidSouth, strong competition and the recent weak economy adversely
affected revenues and the profitability of the sign fabrication and installation
business. The slow

                                       19

<PAGE>

economy also limited MidSouth's NSA contract opportunities for major national
image rebranding programs. As a result, Tice has divested itself of 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 A-G Tech and entered into the Term Sheet relating to
the acquisition of the assets of A-G Tech described in more detail elsewhere
herein. This Term Sheet was modified on January 1, 2003 and the term of the
agreement was extended first to June 30, 2003 and then to December 31, 2003. 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(TM)") developed
at the University of Tennessee Research Center in Knoxville and privatized by
A-G Tech.

     Upon successful consummation of the A-G Tech acquisition, Tice will devote
all of its resources and attention to the final development and
commercialization of OAUGDP(TM). Under the Term Sheet, 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 future success in the final development and the
commercialization of OAUGDP(TM) and the various applications it intends to
create. In the interim, Mr. Reddoch's services have been retained by Tice to
assist with the acquisition of A-G Tech and provide operational consulting to
A-G Tech. Mr. West, the current President and CEO of Tice, will become the CFO
of Tice 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 will 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(TM), 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 repaid to Tice or can be converted into a membership interest
in A-G Tech at Tice's discretion using a pre-money valuation of $5 million. This
note is due from A-G Tech on December 31, 2003 in the event the acquisition has
not been consummated by that date, however, repayment may be extended at the
discretion of Tice.

     Management believes that Tice's future results of operations will be
influenced by a number of factors including general economic conditions, the
ability of Tice to secure necessary funding, dependence on new management to
successfully develop and market new technologies

                                       20

<PAGE>

and, ultimately, the market acceptance of the applications based on the
OAUGDP(TM) technology. Because of these factors as well as other factors,
historical results should not be relied on as an indicator of future
performance.

Special Considerations
----------------------

     This section captioned "Special Considerations" and other parts of this
Annual Report on Form 10-KSB 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-KSB. See "Other Factors Relating to
Forward-Looking Statements" below.

     Acquisition. Tice has decided to seek new 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.

     Divestiture of Existing Businesses. Tice has divested itself of MidSouth
and intends to divest itself of LandOak, and must do so prior to closing of the
purchase of A-G Tech. There are no assurances that current negotiation to sell
LandOak will be successful in order to meet the requirements of the Term Sheet.

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

     Key Management and Technical Staff. Tice 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 Tice's acquisition of A-G Tech and its future
operations are dependent on its ability to raise sufficient capital for these
needs. There are no assurances that Tice can raise these funds.

Other Factors Relating to Forward-Looking Statements
----------------------------------------------------

     Statements contained in this Form 10-KSB 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

                                       21

<PAGE>

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.

     There can be no assurance that Tice will be able to raise any additional
financing 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.

     .  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(TM) 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(TM) technology;

        .  the shortage of qualified and competent engineers, scientists or
           biologists and the risk that Tice 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 Tice'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;

                                       22

<PAGE>

        .  the dependence on patents and the ability to protect proprietary
           products, the potential that existing patents or future patents
           obtained by Tice 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.

Item 7.  Financial Statements.

                                       23

<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
Tice Technology, Inc. & Subsidiaries

We have audited the accompanying consolidated balance sheets of Tice Technology,
Inc. and Subsidiaries as of March 31, 2003 and 2002, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Tice
Technology, Inc. and Subsidiaries at March 31, 2003 and 2002, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 24 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency, which raises substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters are described in Note 24. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

May 9, 2003


/s/  Coulter & Justus, P.C.
---------------------------
Knoxville, Tennessee


                                       24

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Balance Sheets
As of March 31, 2003 and 2002

                                                       2003            2002
Assets

Cash and cash equivalents                          $     11,003    $     47,345
Accounts receivable                                      30,178          13,500
Advances to Atmospheric Glow Technologies, LLC        2,322,500              --
Employee advances receivable                                 --          13,500
Prepaid expenses and other current assets                    --          50,000
Assets of discontinued operations                       593,591       2,714,670
                                                   ------------    ------------
   Total current assets                               2,957,272       2,839,015
Restricted cash                                          50,000              --
Note receivable                                         209,000              --
Patents (less accumulated amortization
 of $34,917 in 2003 and $28,878 in 2002)                154,784         160,822
Other assets                                              2,722          13,609
Assets of discontinued operations                        12,105       1,736,097
                                                   ------------    ------------
   Total assets                                    $  3,385,883    $  4,749,543
                                                   ============    ============

   The accompanying notes are an integral part of these consolidated financial
                                   statements.

                                       25

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Balance Sheets, Continued
As of March 31, 2003 and 2002

                                                       2003            2002
Liabilities and Stockholders' Deficit

Current portion of notes payable                   $  4,328,659    $    237,900
Current portion of notes payable to related
 parties                                                926,250         114,112
Accounts payable                                        161,382         149,314
Accrued liabilities                                     455,954         261,992
Liabilities of discontinued operations                2,980,444       6,392,092
                                                   ------------    ------------
      Total current liabilities                       8,852,689       7,155,410
Notes payable, less current portion, net of
 discount of $30,249 at March 31, 2002                       --         969,751
Liabilities of discontinued operations                   30,466         427,373
                                                   ------------    ------------
      Total liabilities                               8,883,155       8,552,534

Stockholders' deficit:

   Common Shares, par value $.01; 30,000,000
    shares authorized; 22,773,329  shares
    issued and outstanding at March 31, 2003
    and 2002                                            227,733         227,733
   Class B Common Shares, convertible, par
    value $.01; 5,000,000 shares authorized;
    750,000 shares issued and outstanding at
    March 31, 2003 and 2002                               7,500           7,500
   Class D Common Shares, convertible, par
    value $.01; 600,000 shares authorized;
    none issued or outstanding at March 31,
    2003 and 2002                                            --              --
   Preferred Shares, par value $.01;
    10,000,000 shares authorized; none issued
    or outstanding at March 31, 2003 and 2002                --              --
   Additional paid in capital                         6,447,096       6,447,096
   Accumulated deficit                              (12,179,601)    (10,485,320)
                                                   ------------    ------------
      Total stockholders' deficit                    (5,497,272)     (3,802,991)
                                                   ------------    ------------
      Total liabilities and stockholders'
       deficit                                     $  3,385,883    $  4,749,543
                                                   ============    ============

   The accompanying notes are an integral part of these consolidated financial
                                   statements.

                                       26

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Statements of Operations
For the years ended March 31, 2003 and 2002

                                                       2003            2002

Operating revenues:
   Royalties                                       $    130,769    $     70,165
                                                   ------------    ------------
   Total operating revenues                             130,769          70,165

Operating expenses:
   Selling, general and administrative                  703,300         393,927
                                                   ------------    ------------
   Total operating expenses                             703,300         393,927
                                                   ------------    ------------

Operating loss                                         (572,531)       (323,762)

Other expense:
   Interest expense                                    (344,638)       (181,578)
   Other expense                                        (50,000)         (6,000)
                                                   ------------    ------------
   Net other expense                                   (394,638)       (187,578)
                                                   ------------    ------------
Loss from continuing operations before
 foreign taxes                                         (967,169)       (511,340)
Provision for foreign taxes                              13,077           7,017
                                                   ------------    ------------

Loss from continuing operations                        (980,246)       (518,357)

Discontinued operations net of applicable
 income taxes:
   Loss from operations of discontinued
    subsidiaries                                     (1,139,001)     (2,424,560)
   Gain (loss) from disposal of assets                  424,966        (912,326)
   Loss from goodwill write-off                              --      (1,438,180)
                                                   ------------    ------------

Loss from discontinued operations                      (714,035)     (4,775,066)
                                                   ------------    ------------

Net loss                                           $ (1,694,281)   $ (5,293,423)
                                                   ============    ============

Loss per share (basic and diluted):
   Continuing operations                           $      (0.04)   $      (0.02)
   Discontinued operations                         $      (0.03)   $      (0.21)
   Net loss per share                              $      (0.07)   $      (0.23)
                                                   ============    ============

   The accompanying notes are an integral part of these consolidated financial
                                   statements.

                                       27

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
For the years ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      Class B       Additional                      Total Stock-
                                                      Common          Common          Paid In       Accumulated   holders' Equity
                                                      Shares          Shares          Capital         Deficit         (Deficit)
<S>                                                <C>             <C>             <C>             <C>              <C>
Balances, April 1, 2001                            $    216,483    $      7,500    $  5,928,476    $  (5,191,897)   $    960,562
   Conversion of related-party debt and accrued
    interest into 1,125,000 Common  Shares               11,250              --         518,620               --         529,870
   Net loss                                                  --              --              --       (5,293,423)     (5,293,423)
                                                   ------------    ------------    ------------    -------------    ------------
Balances, March 31, 2002                                227,733           7,500       6,447,096      (10,485,320)     (3,802,991)
   Net loss                                                  --              --              --       (1,694,281)     (1,694,281)
                                                   ------------    ------------    ------------    -------------    ------------
Balances, March 31, 2003                           $    227,733    $      7,500    $  6,447,096    $ (12,179,601)   $ (5,497,272)
                                                   ============    ============    ============    =============    ============
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       28

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended March 31, 2003 and 2002
                                                       2003            2002

Net cash flows from operating activities:
   Net loss                                        $ (1,694,281)   $ (5,293,423)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation                                      382,409       1,234,577
      Amortization                                       39,917         147,094
      Change in cash surrender value of
       life insurance                                        --            (979)
      Change in provision for doubtful
       accounts receivable                              291,905         188,501
      Change in inventory reserve                            --           8,000
      Loss from disposal of assets                       32,470         250,584
      Reserve for continuing expenses for
       discontinued subsidiary                               --         175,000
      Loss from goodwill write-off                           --       1,438,180
      (Gain) loss from sale of divisions and
       subsidiary                                      (457,436)        661,742
   Changes in operating assets and liabilities
    net of the effect of sale of divisions and
    subsidiary:
      Receivables                                      (140,836)        923,136
      Prepaid expenses and other assets                 119,088          18,126
      Inventory                                          72,800          12,810
      Accounts payable and accrued liabilities         (322,116)        104,346
      Other liabilities                                (244,170)            806
                                                   ------------    ------------
   Net cash used in operating activities             (1,920,250)       (131,500)

Cash flows from investing activities:
   Proceeds from disposal of property and
    equipment                                         1,712,733       3,659,274
   Purchases of property and equipment                  (34,640)     (1,761,652)
   Payments received on financing notes
    receivables                                         232,583          80,333
   Advances to Atmospheric Glow
    Technologies, LLC                                (2,322,500)             --
   Issuance of note receivable                          (40,000)             --
   Payment received from disposal of subsidiary          10,106              --
   Additions to other assets                            (50,000)       (106,449)
                                                   ------------    ------------
   Net cash (used in) provided by investing
    activities                                         (491,718)      1,871,506

Cash flows from financing activities:
   Proceeds from life insurance loan                         --          20,376
   Proceeds from notes payable and
    long-term debt                                    2,847,715         725,980
   Proceeds from notes payable to related
    parties                                           1,778,000         590,362
   Principal payments on notes payable and
    long-term debt                                   (2,140,531)     (3,194,025)
   Principal payments on capital lease
    obligations                                         (53,022)        (67,774)
   Principal payments on notes payable to
    related parties                                     (80,359)        (32,053)
   Net change in escrow account                              --         175,471
                                                   ------------    ------------
   Net cash provided by (used in) financing
    activities                                        2,351,803      (1,781,663)
                                                   ------------    ------------
   Net decrease in cash and cash equivalents            (60,165)        (41,657)
Cash and cash equivalents, beginning of year            131,548         173,205
                                                   ------------    ------------
Cash and cash equivalents, end of year             $     71,383    $    131,548
                                                   ============    ============

Cash and cash equivalents - continuing
 operations                                        $     11,003    $     47,345
Cash and cash equivalents - discontinued
 operations                                              60,380          84,203
                                                   ------------    ------------
Cash and cash equivalents, end of year             $     71,383    $    131,548
                                                   ============    ============

   The accompanying notes are an integral part of these consolidated financial
                                   statements.

                                       29

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
For the years ended March 31, 2003 and 2002

Supplemental cash flow information:
                                                       2003            2002

Cash paid for interest                             $    260,632    $    520,243
Noncash investing and financing activities:
   Conversion of accrued expenses to notes
    payable to related parties                               --          37,997
   Conversion of notes payable to related
    parties to Common Shares                                 --         529,870

   During 2003, Tice sold assets of the Install division of MidSouth totaling
   $129,243 in exchange for a note receivable of $139,500. A gain of $10,257 was
   recognized on the transaction.

   During 2003, Tice sold the NSA division of MidSouth. The purchaser assumed
   $662,285 of payables and debt in exchange for $375,239 of assets. A gain of
   $287,046 was recognized on the transaction.

   On March 31, 2003, Tice sold the stock of its MidSouth subsidiary. In the
   transaction, the purchaser obtained $655,469 of assets and $815,602 of
   liabilities. A gain of $160,133 was recognized on the transaction.

   The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       30

<PAGE>
TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements

1.   Summary of Significant Accounting Policies and Other Disclosures

     General Information - Tice Technology, Inc. & Subsidiaries ("Tice" or "the
     Company") has two subsidiaries. These subsidiaries, LandOak Company, Inc.,
     which provided vehicle rental and leasing services and brokered equipment
     leasing services, and Tice Engineering and Sales, Inc., which provided
     engineering and technical solutions for the apparel industry, generally
     through the development or enhancement of equipment, discontinued
     operations during fiscal 2002. Tice sold the installation and survey
     divisions of its former subsidiary, MidSouth Sign Company, Inc., in July
     and August of 2003, respectively. The stock of MidSouth Sign Company, Inc.,
     which included its remaining sign fabrication and service products
     divisions, was sold on March 31, 2003.

     Consolidated Financial Statements - The accompanying consolidated financial
     statements include the accounts of Tice Technology, Inc. ("TTI") and its
     two wholly owned subsidiaries, Tice Engineering and Sales, Inc. ("TES") and
     LandOak Company, Inc. ("LandOak"). The accounts of its former subsidiary,
     MidSouth Sign Company, Inc. ("MidSouth".), are included in the consolidated
     financial statements through the date of disposition. The consolidation of
     these entities is collectively referred to as the Company or Tice. All
     significant intercompany balances and transactions have been eliminated.

     Cash and Cash Equivalents - The Company considers all highly liquid debt
     instruments purchased with an original maturity of three months or less as
     cash equivalents.

     Restricted Cash - Restricted cash as of March 31, 2003 consists of a
     $50,000 deposit with the Company whose future use is restricted to the
     issuance of stock

     Accounts Receivable - Accounts receivable of the Company are not
     collateralized and are due under terms stated to the customer. The Company
     performs periodic credit evaluations of its customer's financial condition.
     The Company's royalty revenues is derived from one customer. The Company
     establishes an allowance for doubtful accounts based upon factors
     surrounding the credit risk of specific customers, historical trends and
     other information. Credit risk with respect to accounts receivable is
     subject to the financial security of each customer.

     Notes Receivable - Financing notes receivable and notes receivable are
     collateralized and due under terms stated to the customer. Interest income
     on all types of notes is accrued based upon the outstanding principal
     amounts. Interest accrued is discontinued when it appears that future
     collection of principal or interest according to the contractual terms may
     be doubtful. Financing notes receivable are included in assets held for
     disposition.

     Fair Value of Financial Instruments - The Company's financial instruments
     consisted of cash, accounts receivable, financing notes receivable,
     short-term borrowings and long-

                                       31

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

1.   Summary of Significant Accounting Policies and Other Disclosures
     (continued)

     term debt. The fair value of these financial instruments approximated the
     carrying amounts reported in the Consolidated Balance Sheets.

     Inventories - No inventories remain at March 31, 2003. At March 31, 2002,
     inventories are included in assets held for disposition and are stated at
     lower of cost or market net of reserves for obsolescence.

     Vehicles Held for Sale - Vehicles held for sale are included in assets held
     for disposition and consist of certain vehicles previously used in
     LandOak's leasing operations. The Company expects to sell these vehicles in
     fiscal year 2004 and all rental vehicles as a result of the Company's
     decision to cease rental operations and liquidate the rental vehicles.
     Management believes the carrying value of these vehicles approximates their
     fair value.

     Property and Equipment - At March 31, 2003 Tice has minimal property and
     equipment remaining. MidSouth and LandOak property and equipment that was
     acquired on January 1, 2001 was stated at values estimated by management.
     Specifically, the LandOak rental vehicles were valued based on a percentage
     of the retail value as determined by the N.A.D.A. Official Used Car Guide
     with reserves for estimated losses on resale of certain vehicles. All
     remaining vehicles are now classified as vehicles held for sale. Property
     and equipment acquired since January 1, 2001 was stated at cost.

     Depreciation was computed using straight-line and accelerated methods over
     the estimated useful lives of the assets ranging between three and forty
     years. Leasehold improvements were amortized over the lesser of the related
     lease term or the useful life. Routine repair and maintenance costs are
     expensed as incurred. Costs of major additions, replacements and
     improvements were capitalized. No gains and losses from disposals are
     included in operating results.

     Patents - Certain legal and other direct expenses incurred by TES to obtain
     patents on designed and manufactured parts and equipment have been
     capitalized at their cost to the Company. Amortization is calculated using
     the straight-line method over the estimated useful lives of the patents,
     primarily seventeen and twenty years. Amortization expense totaled $6,038
     and $6,236 during fiscal years 2003 and 2002, respectively. Amortization is
     expected to approximate $6,000 in each of the next five fiscal years.

     Due to the discontinuance of operations at TES, during fiscal year 2002 the
     Company wrote off $41,771 of patent costs (net of accumulated amortization)
     for all patents other than the patents related to the ongoing license
     agreement for which it receives royalty income.

                                       32

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

1.   Summary of Significant Accounting Policies and Other Disclosures
     (continued)

     Goodwill - The Company formed the subsidiaries MidSouth Sign Company, Inc.
     and LandOak Company, Inc. during fiscal year 2001 and purchased
     substantially all the assets and assumed certain liabilities of the
     predecessor companies effective January 1, 2001. In connection with the
     acquisitions, the Company recorded goodwill (the excess of cost over net
     assets acquired) of $79,338 and $1,467,999 for MidSouth and LandOak,
     respectively. During fiscal year 2002, the Company recorded an additional
     $35,402 of goodwill at MidSouth representing additional liabilities that
     were assumed by MidSouth under the asset purchase agreement.

     The Company's policy is to evaluate the excess of cost over the net assets
     of businesses acquired based on an evaluation of such factors as the
     environment in which the business operates or if the expected net flows
     (undiscounted and without interest) would become less than the carrying
     amount of the assets. An impairment loss would be recorded in the period
     such determination is made based on the fair market value of the related
     businesses. Due to significant operating losses and other factors, in 2002
     management decided to discontinue the operations of its LandOak and
     MidSouth subsidiaries. Management recognized an impairment of goodwill at
     both MidSouth and LandOak. As a result, the Company wrote off the entire
     carrying value of goodwill net of accumulated amortization as of March 31,
     2002 and recognized losses of $1,335,877 from LandOak and $102,303 from
     MidSouth.

     Impairment of Long-Lived Assets - In fiscal 2003, the Company adopted
     Financial Accounting Standards Board (FASB) Statement of Financial
     Accounting Standards (SFAS) No. 144, Accounting for the Impairment or
     Disposal of Long-Lived Assets which requires that long-lived assets be held
     for sale be measured at the lower of the carrying amount or the fair value
     less cost to sell. The Statement requires the long-lived assets and
     liabilities of a disposal group classified as held for sale be presented
     separately in the statement of financial position.

     Revenue Recognition and Deferred Revenue - The Company, through its
     subsidiaries TES and LandOak, generally recognizes revenue at the time
     related products are shipped or at the time services are rendered. License
     fees and related royalties are recognized as earned based on sales of
     equipment as reported by the licensee.

     MidSouth recognized sales and related expenses on the date the sign is
     installed or when product title otherwise passes to the customer.

     Revenues from MidSouth's NSA survey contracts were recognized on the
     percentage-of-completion method, measured by the percentage of costs
     incurred to date to estimated total costs for each contract. This method
     was used because management considered it to

                                       33

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

1.   Summary of Significant Accounting Policies and Other Disclosures
     (continued)

     be the best available measure of progress on the survey contracts. No such
     contracts remain at March 31, 2003.

     Advertising Costs - Advertising costs are expensed as incurred.

     Research and Development Costs - Research and development ("R&D") costs,
     including work performed under contracts to perform R&D for others
     (development agreements) are expensed as incurred, net of reimbursements.

     Income Taxes - The asset and liability method is used in accounting for
     income taxes, whereby deferred tax assets and liabilities are determined
     based upon the differences between financial reporting and tax bases of
     assets and liabilities and are measured based on enacted tax rates and laws
     when the differences are expected to reverse.

     Accounting for Stock-Based Compensation - The Company sponsors a
     stock-based employee compensation plan, which is described more fully in
     Note 20. As permitted by SFAS 148 and 123, the Company has chosen to apply
     the intrinsic value method provided for by APB Opinion 25, Accounting for
     Stock Issued to Employees, and related interpretations in accounting for
     stock-based compensation awarded to employees.

     Had compensation expense for the Company's plan been determined based on
     the fair value at the grant dates for awards under the plan consistent with
     the method of SFAS 123, the Company's net loss and loss per share would
     have been increased to the pro forma amounts as follows:

                                                       2003            2002

     Net loss as reported                          $ (1,694,281)   $ (5,293,423)
     Net loss under fair value method              $ (1,699,006)   $ (5,411,889)

     Stock based compensation cost as reported     $         --    $         --
     Stock based compensation cost under
      fair value method                            $      4,725    $    118,466

     Loss per share as reported                    $      (0.07)   $      (0.23)
     Loss per share under fair value method        $      (0.07)   $      (0.23)

     Transactions with Related Parties - The Company has entered into
     transactions with related parties. Debt, lease and disposition transactions
     with related parties are more fully discussed in Note 6, Note 8 and Note
     17, respectively.

                                       34

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

1.   Summary of Significant Accounting Policies and Other Disclosures
     (continued)

     The Company has a $102,104 unsecured note receivable from a company owned
     by a director. The note bears interest at 10% and is payable on demand.
     This note is classified with assets of discontinued operations.

     During fiscal 2003, the Company retained the services of a director to
     provide acquisition and operational consulting. The Company recognized
     $99,426 of cost under this agreement during fiscal 2003 of which $26,900
     was accrued and unpaid at March 31, 2003.

     The Company leases office space on a month-to-month basis from one of its
     directors. Rent expense is approximately $45,000 each year.

     Comprehensive Income (Loss) - SFAS No. 130, Reporting Comprehensive Income,
     establishes standards for reporting comprehensive income (loss) and its
     components in financial statements. Comprehensive income (loss), as
     defined, includes all changes in equity during a period from non-owner
     sources. The Company has no items of other comprehensive income and,
     therefore, the comprehensive loss equals the net loss.

     Estimates - The preparation of financial statements in conformity with
     accounting principles generally accepted in the United States of America
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     Reclassifications - Certain amounts in fiscal year 2002 have been
     reclassified to conform to fiscal year 2003 classifications. Assets and
     liabilities of discontinued operations in fiscal year 2002 have been
     reclassified to comply with SFAS No. 144 as more fully described in Note
     22.

     Effect of New Accounting Pronouncements - In April 2002, the FASB issued
     SFAS No. 145 "Recission of FASB Statements No. 4, 44, and 64, Amendment of
     FASB Statement No. 13, and Technical Corrections" which eliminates an
     inconsistency between the required accounting for sale-leaseback
     transactions and the required accounting for certain lease modifications
     that have economic effects similar to sale-leaseback transactions in
     addition to technical corrections to other statements. Management believes
     this statement has not had a material impact on the Company's financial
     position or results of operations.

     In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
     Compensation - Transition and Disclosure - an amendment of FASB Statement
     No. 123"

                                       35

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

1.   Summary of Significant Accounting Policies and Other Disclosures
     (continued)

     which amends the disclosure requirements of Statement 123 to require
     prominent disclosures in both annual and interim financial statements about
     the method of accounting for stock-based employee compensation and the
     effect of the method used on reported results. The Company adopted SFAS No.
     148 in the current year.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
     Variable Interest Entities" ("FIN 46"), which clarifies the application of
     Accounting Research Bulletin No. 51, "Consolidated Financial Statements,"
     to certain entities in which equity investors do not have the
     characteristics of a controlling financial interest or do not have
     sufficient equity at risk for the entity to finance its activities without
     additional subordinated financial support from other parties. FIN 46 is
     applicable immediately for variable interest entities created after January
     31, 2003. For variable interest entities created prior to January 31, 2003,
     the positions of FIN 46 are applicable no later than July 1, 2003. The
     Company does not expect this interpretation to have an effect on the
     consolidated financial statements.

2.   Costs and Estimated Earnings on Uncompleted and Unbilled Contracts

     The Company used the percentage-of-completion method of accounting for the
     MidSouth NSA survey contracts in progress as of the balance sheet date. The
     difference between the estimated revenues as calculated on the contracts in
     progress at the end of the period and the amounts billed on those contracts
     before the end of the period results in an asset for those contracts with
     estimated earnings in excess of billings and a liability for those
     contracts with billings in excess of estimated earnings. As the Company
     sold MidSouth's NSA division during fiscal year 2003, no such contracts
     remain at March 31, 2003. As of March 31, 2002, the resulting asset has
     been classified as assets of discontinued operations calculated as follows:

                                                                    2002

     Estimated revenues on uncompleted and
      unbilled contracts                                        $    213,098
     Less: billings to date                                          167,710
                                                                ------------
     Costs and estimated earnings in
      excess of billings on uncompleted contracts               $     45,388
                                                                ============

3.   Leases with Company as Lessor

     LandOak's short-term and long-term vehicle leases are accounted for as
     operating leases. These leases generally have terms of between seven and
     forty-eight months. At March 31, 2003, the carrying amount of vehicles used
     in the rental and leasing operations (excluding vehicles held for sale) was
     $217,368 (net of accumulated depreciation of

                                       36

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

3.   Leases with Company as Lessor (Continued)

     $214,550). At March 31, 2002, the carrying amount of vehicles used in the
     rental and leasing operations (excluding vehicles held for sale) was
     $582,580 (net of accumulated depreciation of $236,404).

     As of March 31, 2003, future minimum lease payments to be received under
     these leases were as follows:

     2004                                    $   90,387
     2005                                        60,895
     2006                                        30,633
                                             ----------
     Total                                   $  181,915
                                             ==========

4.   Notes Receivable

     Notes Receivable - On March 31, 2003, the Company issued a $209,000 note
     receivable related to the sale of its MidSouth stock. The note bears
     interest at 6% and is payable in monthly installments of $4,222 beginning
     January 2004 through December 2005, with a final balloon payment of
     $138,794 due December 2005.

     On July 1, 2002, the Company issued a $139,500 note receivable related to
     the sale of its install division of MidSouth Sign. This note was assumed on
     March 31, 2003 by the purchaser of MidSouth stock.

     Financing Notes Receivable - Financing notes are classified as assets of
     discontinued operations. Financing notes receivable were generated from
     LandOak's sale and financing of vehicles that were no longer used in its
     rental and leasing operations. These notes generally have terms of up to
     forty-eight months and bear interest at annual rates of between 15% and
     21%. The vehicles that are sold secure these notes. The balance of
     financing notes receivable were $48,591 (net of $0 allowance for doubtful
     accounts) and $371,404 (net of $60,000 allowance for doubtful accounts) at
     March 31, 2003 and 2002, respectively.

5.   Inventories

     Inventory balances are classified as assets of discontinued operations. The
     Company sold its entire inventory during fiscal 2003 and no inventory
     balances remain at March 31, 2003. Inventories at March 31, 2002 consist
     of:

                                       37

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

5.   Inventories (continued)
                                                2002

     Raw materials                         $       58,140
     Work in process                               86,575
     Finished goods                                59,023
                                           --------------
     Inventory, net                        $      203,738
                                           ==============

     During fiscal year 2002, as a result of discontinued operations, TES
     incurred a $510,729 loss on disposal of inventory, which was included in
     loss from discontinued operations.

6.   Notes Payable to Related Parties

     Notes payable to related parties consist of the following at March 31:

                                                       2003             2002

     Unsecured  note  payable to an immediate
      family member of a former officer;
      interest at 10% due monthly; principal
      due on demand.                               $     50,000    $     50,000

     Unsecured note payable to the wife of a
      director of the Company;interest at 6%;
      principal and interest due December 31,
      2003.  Note is convertible at option of
      holder into Common Shares at $0.07 per
      share, subject to the approval of
      additional authorized shares by
      the shareholders of Tice.                          26,250          26,250

     Unsecured note payable to a company
      owned by a director of the Company;
      interest at 6%; principal and interest
      due December 31, 2003.  Note is
      convertible at option of holder into
      Common Shares at $0.07 per share,
      subject to the approval of additional
      authorized shares by the shareholders
      of Tice.                                          850,000              --

     Unsecured note payable to two directors
      of the Company; interest at 6%;
      principal and interest due January 2004;
      convertible at the option of the holders
      into Common Shares at $0.07 per share,
      subject to the approval of additional
      authorized shares by the shareholders of
      Tice.                                           1,300,000         500,000

     Other notes payable to related parties                  --         105,359
                                                   ------------    ------------
     Total                                            2,226,250         681,609

     Less liabilities of discontinued operations      1,300,000         567,497
                                                   ------------    ------------
     Notes payable to related parties, less
      amounts included in liabilities of
      discontinued operations                      $    926,250    $    114,112
                                                   ============    ============

                                       38

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

6.   Notes Payable to Related Parties (Continued)

     During fiscal years 2003 and 2002, the Company incurred $70,995 and
     $49,353, respectively, in interest expense on notes payable to related
     parties.

     Subsequent to year end, the Company issued an additional $185,000 of notes
     payable convertible at the option of the individual holders into Common
     Shares at $0.07 per share, subject to the approval of additional authorized
     shares by the shareholders of Tice.

7.   Notes Payable

     Notes payable consist of the following at March 31:

                                                        2003            2002

     Notes payable to a financial institution;
      due March 2001 and extended to June 2003
      by a loan modification agreement in
      January 2003; principal reductions of
      $100,000 in March 2003, $400,000 in June
      2003.If these payments are made and two
      directors execute a $400,000 promissory
      note to the financial institution, then
      the remaining unpaid principal of
      approximately $600,000 will be forgiven
      by the financial institution. Interest
      due monthly at the LIBOR rate plus 2.3%
      (3.64% at March 31, 2003) payable
      monthly; collateralized by certain
      LandOak vehicles and leases; guaranteed
      by two directors of the Company. The
      Company made its March 2003 payment on
       April 15, 2003.                             $  1,501,528    $  2,822,606

     Revolving line of credit from a financial
      institution up to $200,000; due July
      2003; interest at the institution's
      prime rate plus 3% (6.25% at March 31,
      2003) payable monthly; guaranteed by two
      directors of the Company.                         199,986         199,986

     Notes payable to investors, net of $7,257
      and $30,249 discount at March 31, 2003
      and 2002, respectively; principal due
      June 2003; interest accrued at 10%
      payable quarterly; collateralized by
      certain TES patents.                              479,743         969,751

     Note payable to a financial institution;
      due July 2003; interest at 6%;
      guaranteed by two directors of the
      Company.                                          172,513         201,807

                                       39

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

7.   Notes Payable (Continued)
                                                         2003           2002

     Note payable to an investor; due April 5,
      2001; interest accrued at 12%; principal
      and interest payable at maturity;
      extended month-to-month and payable on
      demand; collateralized by TES accounts
      receivable and inventory.                         100,000         100,000

     Unsecured notes payable to various
      investors; interest accrued at 6%;
      principal and interest due September
      2002 and extended to December 31, 2003.
      Notes are convertible at option of the
      individual holders into Common Shares at
      $0.07 per share, subject to the approval
      of additional authorized shares by the
      shareholders of Tice.                           3,326,416         137,900

     Other notes payable                                 43,687         845,384
                                                   ------------    ------------

     Total                                            5,823,873       5,277,434

     Less:

     Notes payable classified as liabilities
      of discontinued operation                       1,495,214       4,069,783
     Current portion of notes payable                 4,328,659         237,900
                                                   ------------    ------------
                                                      5,823,873       4,307,683
                                                   ------------    ------------
     Notes payable, less current portion           $         --    $    969,751
                                                   ============    ============

     Subsequent to year end, the Company issued an additional $58,000 of notes
     payable convertible at the option of the individual holders into Common
     Shares at $0.07 per share, subject to the approval of additional authorized
     shares by the shareholders of Tice

8.   Lease Obligations

     The Company leases a piece of equipment under an agreement that is
     classified as capital lease. The agreement expires January 2006. According
     to the terms of the agreement, the Company is required to pay all personal
     property taxes, maintenance and insurance costs related to the leased
     equipment. This lease is classified with liabilities of discontinued
     operations. The Company incurred interest expense related to capital leases
     totaling $7,558 and $16,830 during fiscal years 2003 and 2002,
     respectively.

     The Company leases certain equipment under lease agreements classified as
     operating leases that expire in 2004. The Company leases office space from
     a company under common control on a month to month basis for $3,500 per
     month. Total lease and rental

                                       40

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

8.   Lease Obligations (continued)

     expense under all operating leases was $162,314 and $198,761 for fiscal
     years 2003 and 2002, respectively.

     Future minimum payments for leases, by year and in the aggregate, consist
     of the following as of March 31, 2003:
                                                    Operating        Capital

     2004                                          $      5,353    $     19,608
     2005                                                    --          19,608
     2006                                                    --          14,706
                                                   ------------    ------------
     Total minimum lease payments                  $      5,353          53,922
                                                   ============
     Amount representing interest                                         8,962
                                                                   ------------
     Present value of minimum lease payments
      (including $14,494 classified as current)
      both of which are included as
      liabilities of discontinued operations.                      $     44,960
                                                                   ============

     The Company is contingently liable on a phone lease that has been
     transferred to but not formally assumed by a third party. As of March 31,
     2003, the amount of the contingent liability was $10,500. Future minimum
     payments under this lease are not included above.

     Assets under this agreement are no longer used in operations and were
     written off in fiscal 2003.

9.   Income Taxes

     For tax purposes, as of March 31, 2003, the Company has net operating loss
     and foreign tax credit carryovers available to offset future income taxes.
     These carryovers expire as follows:

               Net Operating Loss                  Foreign Tax Credit
       Year         Year of                     Year      Year of
     Generated    Expiration     Amount       Generated  Expiration  Amount
     -------------------------------------   --------------------------------
       1997          2017     $    149,268      1999       2004     $  14,174
       1998          2018          515,167      2000       2005        20,975
       1999          2019          472,518      2001       2006        47,161
       2000          2020        1,176,870      2002       2007        13,618
       2001          2021        1,243,911      2003       2008        13,077
       2002          2022        2,103,907
       2003          2023        4,041,257
                              ------------                          ---------
                              $  9,702,898                          $ 109,005
                              ============                          =========

                                       41

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

9.   Income Taxes (continued)

     Significant components of the Company's deferred tax assets and liabilities
     as of March 31, 2003 and 2002 are as follows:

                                                       2003            2002
                                                   ------------    ------------
     Deferred tax assets:

        Capitalized inventory                      $         --    $     30,557
        Accrued vacation                                     46          13,856
        Accrued salaries                                  7,658         104,306
        Vehicle reserves                                  7,058          56,508
        Allowance for doubtful accounts                      --         143,869
        Warrants                                         34,461          34,164
        Property and equipment write-down                 6,120         171,479
        Goodwill                                        518,249         552,271
        Patents                                          16,477          15,856
        Depreciation                                         38              --
        Net operating loss carryovers                 3,715,240       2,516,517
        Foreign tax credit carryovers                   109,005          89,597
                                                   ------------    ------------

        Total deferred tax assets                     4,414,352       3,728,980
        Valuation allowance for deferred tax
         assets                                      (4,386,266)     (3,693,588)
                                                   ------------    ------------
     Net deferred tax assets                             28,086          35,392

     Deferred tax liabilities:
        Depreciation                                     26,648          32,400
        Prepaid expenses                                  1,438           2,992
                                                   ------------    ------------

     Total deferred tax liabilities                      28,086          35,392
                                                   ------------    ------------

     Net deferred tax assets                       $         --    $         --
                                                   ============    ============

     During 2003 and 2002, the Company increased its valuation allowance by
     $692,678 and $1,969,812, respectively. If the Company implements its
     current plan, as described in Note 23, to acquire Atmospheric Glow
     Technologies, LLC, there will be a change in control as defined by the
     Internal Revenue Code, which will limit use of net operating loss
     carryovers in future periods. Management is unable to currently assert that
     it is more likely than not that the net deferred tax asset will be
     realized.

     The Company's provision for income taxes is made up entirely of foreign
     taxes paid. The reconciliation of income taxes computed at the U.S. federal
     statutory tax rates (34% in 2003 and 2002) to the provision for income
     taxes is as follows:

                                       42

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

9.   Income Taxes (continued)
                                                       2003            2002
                                                   ----------------------------

     Tax benefit at U. S. statutory rates          $   (572,330)   $ (1,797,378)
     State income taxes, net of federal tax
      benefit                                           (72,215)       (209,342)
     Foreign taxes paid                                  13,077           7,017
     Permanent differences                                4,195           5,035
     Change in valuation allowance                      692,678       1,969,812
     Change in valuation allowance due to change
      in rates used                                     (31,330)             --
     Other                                              (20,998)         31,873
                                                   ------------    ------------
                                                   $     13,077    $      7,017
                                                   ============    ============

10.  Segment Information

     The Company has three segments: TES, which manufactured and sold equipment
     and services in the industrial sewing machine market, discontinued
     operations in August of 2001. The Company will continue to own the TES
     subsidiary which has indebtedness under which it incurs interest expense.
     Additionally, TES owns certain patents and expects to earn royalties and
     licensing fees under existing licensing agreements. MidSouth manufactures,
     installs and services signs and provides sign surveys and project
     management services in the sign industry. During fiscal year 2002, the
     Company decided to divest the MidSouth subsidiary and sold it on March 31,
     2003. Also, during fiscal year 2002, the Company decided to discontinue the
     LandOak rental operations and began to liquidate the inventory of vehicles.
     Additionally, the Company decided to divest the LandOak subsidiary. As a
     result the operations of the three subsidiaries are classified as
     discontinued operations except for TES's royalty and licensing fee income,
     patent amortization expense, interest expenses and foreign taxes. The
     operations of TTI are classified as continuing operations. The following is
     a summary of certain financial information relating to the three segments
     for fiscal years 2003 and 2002

     <TABLE>
     <CAPTION>
                                           Continuing               Discontinued Operations
     Fiscal Year Ended                     Operations     --------------------------------------------
     March 31, 2003                         TTI/TES        Stock Sale       MidSouth         LandOak         Total
         (Amounts in thousands)

     <S>                                  <C>             <C>             <C>             <C>             <C>
     Revenues from external customers     $        131    $         --    $      3,073    $        414    $      3,618
     Intersegment revenues                          --              --              --              --              --
     Depreciation expense                           --              --              80             302             382
     Interest expense                              345              --              48             102             495
     Income (loss) after income taxes             (980)            160            (191)           (683)         (1,694)
     Segment assets                              2,780              --              --             606           3,386
     Segment liabilities                         5,872              --              --           3,011           8,883
     </TABLE>

                                       43

<PAGE>

     TICE TECHNOLOGY, INC. & SUBSIDIARIES
     Notes to Financial Statements, Continued

     10.  Segment Information (continued)

     <TABLE>
     <CAPTION>
                                           Continuing               Discontinued Operations
     Fiscal Year Ended                     Operations     --------------------------------------------
     March 31, 2002                         TTI/TES        Stock Sale       MidSouth         LandOak         Total
         (Amounts in thousands)

     <S>                                  <C>             <C>             <C>             <C>             <C>
     Revenues from external customers     $         70    $         74    $      5,460    $      2,080    $      7,684
     Intersegment revenues                          --              --              14              21              35
     Depreciation expense                           --              --             141           1,094           1,235
     Interest expense                              182              --              76             326             584
     Loss after income taxes                      (518)         (1,049)         (1,239)         (2,487)         (5,293)
     Segment assets                                299              40           1,877           2,534           4,750
     Segment liabilities                         1,733             315           2,298           4,207           8,553
     </TABLE>

11.  Major Customers

     The Company had no major customers in fiscal year 2003 and two customers
     (at MidSouth) that represented 16% and 15%, of the Company's consolidated
     product and service revenues in fiscal year 2002.

12.  Research and Development Costs and Joint Development Agreement

     During fiscal 2003, the Company incurred no research and development costs.
     For fiscal 2002, research and development costs consist of the following
     approximate amounts:

                                                                    2002

     Salaries, benefits and payroll taxes                      $    154,000
     Travel                                                          17,000
     Insurance                                                        1,000
     Telephone                                                        1,000
     Utilities                                                        2,000
     Depreciation                                                     2,000
     Other                                                            4,000
                                                               ------------
                                                               $    181,000
                                                               ============

     Due to the cessation of TES operations during fiscal year 2002, R&D
     expenses are included in loss from discontinued operations.

13.  License and Royalty Agreement

     In June 1996, TES entered into a nonexclusive license and royalty agreement
     with a sewing machine manufacturer to use the electronic gearing sewing
     machine technology developed and patented by TES. Under the terms of the
     agreement, the licensee is to pay TES $250,000 upon the sale of the first
     class of machine built by the licensee using the

                                       44

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

13.  License and Royalty Agreement (continued)

     technology. In addition, the licensee is to pay TES an additional $250,000
     plus royalties of 1.75% to 2% of the sales price for sales of each class of
     sewing machine produced and sold by the licensee using TES's technology,
     and also pay TES $250,000 when licensee sales of each class of machine
     reach a $30,000,000 sales milestone by the licensee. The licensee has no
     obligation to apply TES's technology to additional classes of industrial
     sewing machines. Royalty income from the sale of the machines produced
     under this agreement was $130,769 and $70,165, respectively, in fiscal
     years 2003 and 2002.

14.  401(k) and Simple IRA Plans

     TES terminated its 401(k) plan in August 2001 when it ceased operations.
     TES made contributions of $5,824 in fiscal years 2002.

     MidSouth had a Savings Incentive Match Plan for Employees of Small
     Employers (SIMPLE) ("the Plan") covering employees that receive at least
     $5,000 in compensation for the calendar year. Employees could contribute up
     to $6,000 to the plan. The Company made a matching contribution equal to
     each participating employee's contributions up to a limit of 3% of the
     employee's compensation for the year, subject to certain restrictions. All
     contributions were fully vested and non-forfeitable. During fiscal year
     2003 and 2002, the Company made contributions of $20,480 and $41,578,
     respectively.

     LandOak does not have an employee retirement or savings plan.

15.  Stock Warrants

     On June 25, 1999, the Company issued 100,000 warrants to holders of notes
     payable issued in a private placement transaction. The warrants, each of
     which entitles the holder to purchase one Common Share of the Company, have
     an exercise price of $.50 and expire June 25, 2003. As of March 31, 2003 no
     warrants had been exercised.

16.  Private Placement Transactions

     In fiscal 2002, in a private placement transaction, the Company converted
     $529,870 of notes payable to William A. Tice (notes payable to related
     party) to 1,125,000 restricted Tice Common Shares.

17.  Dispositions

     On July 1, 2002, the Company sold its MidSouth installation division to a
     former MidSouth employee for a note receivable of $139,500 due in
     installments with full

                                       45

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

17.  Dispositions (continued)

     payment due within one year. The Company recognized a $10,257 gain on the
     sale of fixed assets with a net book value of $129,243.

     On August 1, 2002, the Company sold its MidSouth surveying division to
     Charles R. West, the Company's President and CEO, and an unrelated person.
     Under the terms of the transaction, the purchaser assumed $662,285 in
     accounts payable, notes payable and accrued liabilities in exchange for
     $375,239 of accounts receivable, other assets and fixed assets. The Company
     recognized a $287,046 gain on this sale.

     On March 31, 2003, the stock of MidSouth Sign Company, Inc., which included
     its remaining sign fabrication and service products divisions, was sold to
     the same former employee who purchased the install division for a note
     receivable of $209,000. The Company recognized a gain of $160,133 on the
     sale.

     These dispositions were facilitated through the issuance of $348,500 of
     notes receivable as follows:

     Assets sold:
        Cash deficit                                           $    (10,106)
        Accounts receivable                                         533,396
        Notes receivable                                            123,579
        Inventory                                                   130,938
        Property and equipment                                      480,214
        Other assets                                                110,930

     Liabilities sold:
        Accounts payable and accrued expenses                    (1,129,167)
        Notes payable and long-term debt                           (336,737)
        Capital lease obligation                                    (11,983)

     Gain on transactions                                           457,436
                                                               ------------
     Notes receivable issued                                   $    348,500
                                                               ============

     In April 2002, the Company sold the land and building owned by MidSouth.
     The March 31, 2002 values of the land and building were written down to
     $450,000 to reflect the proceeds received on the sale and the Company took
     write-down losses of $205,812 on the building and $77,000 on the land
     during fiscal year 2002.

     During the second quarter of 2002, the Company disposed of substantially
     all of the assets of TES. The Company recognized losses of $486,742 on the
     disposal of these assets and $175,000 for estimated continuing expenses.

                                       46

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

18.  Contingent Liabilities

     The Company is subject to claims in the ordinary course of business.
     Management believes the ultimate resolution of these matters will have no
     material impact on the financial position, results of operations or cash
     flows of the Company.

19.  Loss Per Share

     Basic and diluted loss per share was computed by dividing the net loss
     applicable to common stock by the weighted average common shares
     outstanding during each period. Potential common shares are not included in
     the computation of diluted per share amounts in periods when the Company
     reports a loss. There were no potentially dilutive common equivalent shares
     for fiscal years 2003 and 2002. Basic and diluted loss per share are the
     same for all classes of the Company's common stock (thus they are not
     presented separately) because they 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:

                                                        2003           2002

     Loss:
        Basic and diluted:
           Loss available to common stockholders   $ (1,694,281)   $ (5,293,423)
     Shares:
        Basic and diluted:
           Weighted average common shares
            outstanding                              23,523,329      22,718,877

20.  Stock Options

     The Company established a stock option plan in fiscal year 1999 as a means
     to attract, retain and motivate its employees, non-employee board members
     and independent contractors. Management determines eligible persons. Each
     option granted under the plan is exercisable only during a fixed term from
     the date of grant as specified by management, but generally not to exceed
     10 years. Vesting requirements of the options are determined by management,
     but are generally not less than one year from the date of grant. The
     exercise prices of the options are at least fair market value on the date
     of grant. The stockholders approved the issuance of up to 100,000 options
     to acquire Common Shares. During fiscal year 2000, options to purchase
     60,000 shares were granted, in fiscal year 2001 options to purchase 20,000
     shares were granted, no options were granted during fiscal year 2002, and
     in fiscal year 2003 options to purchase 10,000 shares expired and options
     to purchase 25,000 shares were granted. Under the plan, options can be
     granted until 2008.

                                       47

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

20.  Stock Options (continued)

     In fiscal year 2000, the Company established an incentive stock option plan
     in conjunction with the appointment of a new President and Chief Executive
     Officer. The Company granted the employee options to purchase 690,071
     Common Shares of the Company. Under the plan, options to purchase 230,024
     shares vested on the first anniversary and are exercisable at a price of
     $1.00 per share, options to purchase 230,024 shares vested on the second
     anniversary and are exercisable at a price of $3.50 per share, and the
     remaining options to purchase 230,023 shares vest on the third anniversary
     and will be exercisable at a price of $7.00 per share. All options under
     the plan must be exercised within five years of vesting or they will
     expire.

     No compensation expense was recognized in fiscal years 2003 and 2002. A
     summary of options outstanding as of March 31, 2003 and changes during
     fiscal years 2002 through 2003 is presented below:

     <TABLE>
     <CAPTION>
                                                       Weighted        Weighted                       Weighted
                                                      Average of       Average         Stock           Average
                                          Common       Exercise       Grant Date       Options         Exercise
                                          Shares        Prices        Fair Value     Exercisable        Price

     <S>                                  <C>        <C>             <C>             <C>             <C>
     Under option at April 1, 2001        781,071                                         321,024    $       3.49
        Options granted                        --
        Options exercised                      --
        Options forfeited                 (11,000)   $       1.00
                                          -------

     Under option at March 31, 2002       770,071                                         540,048    $       3.53
        Options granted                    25,000    $        .20    $        .19
        Options exercised                      --
        Options forfeited                 (10,000)   $        .94
                                          -------

     Under option at March 31, 2003       785,071                                         785,071    $       3.45
     </TABLE>

     The following table summarizes information about stock options at March 31,
          2003:
     <TABLE>
     <CAPTION>
                                   Options Outstanding               Options Exercisable
                    -----------------------------------------   -----------------------------
                                   Weighted
                                   Average          Weighted                      Weighted
     Range of        Number       Remaining         Average        Number          Average
     Exercise      Outstanding    Contractual       Exercise     Exercisable      Exercise
       Price       at 3/31/03    Life (months)       Price       at 3/31/03         Price

     <S>           <C>           <C>               <C>           <C>              <C>
     $.20 - 1.00       325,024           25.50    $       .90         325,024    $        .90
     $      3.50       230,024           38.00    $      3.50         230,024    $       3.50
     $      7.00       230,023           50.00    $      7.00         230,023    $       7.00
     </TABLE>

     The weighted average remaining contractual life of outstanding options at
     March 31, 2003 was 2.13 years. The fair value of each option granted is
     estimated on the date of

                                       48

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

20.  Stock Options (continued)

     grant using the Black-Scholes option-pricing model with the following
     weighted-average assumptions:

                                          2003           2002

     Dividend growth rate                   0.00%             0.00%
     Expected volatility                    14.7%            18.70%
     Risk-free interest rate                4.41%             4.41%
     Expected lives                      5 years      2 to 5 years

21.  Capital Stock

     Classes of stock: The total number of shares which Tice is authorized to
     issue is 45,600,000 shares and all shares have a par value of $0.01 per
     share. There are 30,000,000 Common Shares authorized of which 22,773,329
     were issued and outstanding as of March 31, 2003. There are 5,000,000 Class
     B Common Shares authorized of which 750,000 were issued and outstanding as
     of March 31, 2003. There are 600,000 Class D Common Shares authorized of
     which none were issued and outstanding as of March 31, 2003. There are
     10,000,000 Preferred Shares authorized of which none were issued and
     outstanding as of March 31, 2003. The Common Shares and the Class B Common
     Shares are identical in all respects and have equal rights and privileges
     except as noted below. There are no cumulative voting or any preferential
     or preemptive rights for any of Tice's classes of stock except that holders
     of Class B Common Shares have preemptive rights with respect to the
     issuance of Class B Common Shares only. The Board of Directors has the
     authority to issue, in one or more series, Preferred Shares, having such
     preferences, rights and limitations as established by the Board of
     Directors. However, the voting rights of Preferred Shares may not exceed
     the voting rights of Common Shares.

     Dividends: Tice may not pay dividends during any fiscal year to holders of
     Class B Common Shares: (1) unless the holders of Common Shares are first
     paid a dividend of at least $0.05 per share, and (2) such Class B Common
     dividends per share do not exceed the dividends per share paid to holders
     of Common Shares. The dividend preference for Common Shares is not
     cumulative.

     Stock combinations or splits: Combinations or splits of either Common
     Shares or Class B Common Shares require a proportionate combination or
     split of the shares of the other class.

     Voting (election of directors): Holders of Common Shares together with the
     holders of Class D Common Shares and voting Preferred Shares voting
     together as a separate class elect 25% of the directors. Holders of Class B
     Common Shares voting as a separate class elect the remaining directors.

                                       49

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

21.  Capital Stock (continued)

     Conversion: Class B Common Shares can be converted into Common Shares at
     the rate of one Common Share for each Class B Common Share. Class D Common
     Shares can be converted into Common Shares at the rate authorized by the
     Board of Directors at the time of issuance of the shares. Such rate cannot
     exceed 10 Common Shares for each Class D Common Share.

     Transfer: Class D Common Shares are non-transferable.

     Liquidation: Holders of Common Shares have preference over the Class B
     Common Shares upon liquidation to the extent of the par value of such
     Common Shares. Holders of Common Shares receive no further distribution
     until holders of Class B Common Shares have received the par value of their
     shares.

     As of March 31, 2003, Common Shares have been reserved as follows:

     Stock options                                  785,071
     Warrants                                       100,000
     Conversion of Class B Common
      Shares to Common Shares                       750,000
                                                  ---------
                                                  1,635,071
                                                  =========

22.  Discontinued Operations

     On August 13, 2001, the Company discontinued sales, manufacturing, research
     and development activities at TES. Under agreements by which it licenses
     patented technology to other manufacturers, TES expects to continue to earn
     royalties and possible additional licensing fees.

     Management 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 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. During fiscal year 2002, the Company
     reflected charges of $486,742 and $175,000 for asset disposal and estimated
     continuing expenses, respectively, related to the discontinuance of TES
     operations.

     LandOak, of which Tice is the sole shareholder, had a loss of $683,123 and
     $2,486,918 for fiscal years 2003 and 2002, respectively. Management
     concluded that the rental,

                                       50

<PAGE>
TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

22.  Discontinued Operations (continued)

     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 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.
     During fiscal year 2002, the Company reflected charges of $135,725 and
     $1,335,877 for asset disposal and write-off of goodwill, respectively,
     related to the discontinuance of LandOak operations. During fiscal 2003,
     the Company recognized $32,470 on the disposal of discontinued assets.

     As discussed in Note 17, during fiscal year 2003, the Company sold
     MidSouth's installation and surveying divisions and ultimately all the
     issued and outstanding stock of MidSouth.

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

     <TABLE>
     <CAPTION>
     Fiscal Year Ended
     March 31, 2003                                            Stock Sale       MidSouth        LandOak          Total
     (Amounts in thousands)
     <S>                                                      <C>             <C>             <C>             <C>
     Revenues                                                 $         --    $      3,073    $        414    $      3,487
     Income (loss) from operations (net of income tax)                  --            (488)           (651)         (1,139)
     Gain (loss) from disposal of assets (net of income tax)           160             297             (32)            425
                                                              ------------    ------------    ------------    ------------
        Net income (loss) from discontinued operations                 160            (191)           (683)           (714)

     Major classes of assets and liabilities are as follows:
     Vehicles held for sale                                                                   $        328    $        328
     Notes payable - current                                                                         1,502           1,502
     Notes payable - related party                                                                   1,300           1,300
     </TABLE>

     <TABLE>
     <CAPTION>
     Fiscal Year Ended
     March 31, 2002                                                TES           MidSouth        LandOak          Total
     (Amounts in thousands)

     <S>                                                      <C>             <C>             <C>             <C>
     Revenues                                                 $         74    $      5,460    $      2,080    $      7,614
     Loss from operations (net of income tax)                         (562)           (847)         (1,016)         (2,425)
     Loss from disposal of assets (net of income tax)                 (487)           (290)           (135)           (912)
     Loss from goodwill write-off (net of income tax)                   --            (102)         (1,336)         (1,438)
                                                              ------------    ------------    ------------    ------------
        Net loss from discontinued operations                       (1,049)         (1,239)         (2,487)         (4,775)

     Major classes of assets and liabilities are as follows:
     Accounts receivable                                                --    $        640    $        132    $        772
     Vehicles held for sale                                             --              --           1,318           1,318
     Property, plant and equipment, net                                 --             976             607           1,583
     Accounts payable                                                   56           1,036             205           1,297
     Notes payable - current                                            --             375           3,351           3,726
     Notes payable - related party                                      --              67             500             567
     </TABLE>

                                       51

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

23.  Advances to Atmospheric Glow Technologies, LLC

     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. Under the term sheet, the Company is
     required to advance funds to A-G Tech to purchase commercialization rights
     and to fund A-G Tech's continuing operations until the closing of the
     acquisition. As of March 31, 2003, the Company has advanced $2,322,500 to
     A-G Tech. Since March 31, 2003, the Company has advanced an additional
     $170,000 to A-G Tech.

24.  Continuing Operations

     As shown in the accompanying 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. 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. Additionally, during fiscal
     2003 all of the assets and stock of MidSouth were sold.

     The Company has entered into a letter of intent 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 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 was 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, 2003. The Company completed this first phase. The second
     phase is the issuance of the Company's Common Shares through a private
     placement, expected to be completed no later than December 2003. Due to the
     timing of this phase, the Company has also continued to obtain short-term
     borrowings to provide interim cash for operational needs, debt

                                       52

<PAGE>

TICE TECHNOLOGY, INC. & SUBSIDIARIES
Notes to Financial Statements, Continued

24.  Continuing Operations (continued)

     retirement and commitments to A-G Tech under the Term Sheet. Based on the
     successful results of the first phase of funding, the ability to obtain
     short-term borrowings as necessary and its successful 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, the divestitures of the existing businesses and the
     acquisition of A-G Tech will ultimately lead to future profitability and
     positive cash flow such that the Company will be able to continue as a
     going concern.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosures.

     Not applicable.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

     The following are the executive officers and directors of Tice. Brief
descriptions of their experience follow.

     Name                      Position

     Charles R. West           President, Chief Executive Officer, Director (1)
     Sharon Draper             Chief Accounting Officer
     Michael A. Atkins         Director (2)
     Patrick L. Martin         Director (2)
     Thomas W. Reddoch         Director (3)

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

(1)  Upon the acquisition of A-G Tech, Mr. West is expected to become Chief
     Financial Officer and Secretary/Treasurer of Tice.

(2)  In connection with their purchase of shares on April 30, 1999 and the
     private placement of debt and equity completed in June 1999, William A.
     Tice (the controlling shareholder at the time) agreed to elect two
     designees of the initial investors in the private placement (Michael A.
     Atkins, Patrick L. Martin and LandOak Securities, LLC. of which Mr. Atkins
     and Mr. Martin are members) for so long as they, together with the initial
     investors under the private placement, own at least 10% of Tice's
     outstanding Common

                                       53

<PAGE>

     Shares. In addition, if the 10% requirement is no longer met, as long as
     such persons own at least 5% of Tice's outstanding Common Shares or the
     promissory notes sold in the private placement remain outstanding, Mr. Tice
     agreed to elect one of their designees as a director. Mr. Atkins and Mr.
     Martin are the initial designees.

(3)  Upon the acquisition of A-G Tech, Mr. Reddoch is expected to become
     President and Chief Executive Officer of Tice.

     Charles R. West, age 46, was elected President, Chief Executive Officer and
a director of Tice Technology, Inc. effective May 1, 1999. From August 1995 to
April 1999, Mr. West was a managing partner of Venture Alliance, LLC, a venture
capital firm in Knoxville, Tennessee, during which time he oversaw the launch of
three of the firm's eight start-up businesses. In each of the three, he acted as
Chief Executive Officer until permanent management was installed. Prior to
Venture Alliance, LLC, from 1986 to 1995, Mr. West was President and Chief
Executive Officer of MasterCraft Boat Company in Vonore, Tennessee. He was
Executive Vice President and General Manager of that company from 1985 to 1986
and Vice President - Finance from 1982 to 1985. Mr. West is a certified public
accountant and received a B.S. in Business Administration from The University of
Tennessee in Knoxville in 1979.

     Sharon Draper, age 47, was elected Chief Accounting Officer of Tice in
October 2002. She is also the Chief Financial Officer for LandOak (Tice's
subsidiary) and has held that position since January 2001. Prior to that, she
was the Chief Financial Officer of The LandOak Company, LLC (the company from
which Tice purchased the LandOak assets in 2001) from June 2000 to December
2000. In these capacities she was charged with overseeing all internal
accounting procedures and control functions. Previously, Ms. Draper was a
Managing Partner with Venture Alliance, LLC, a Knoxville based venture
development firm. There she was responsible for all financial and administrative
areas, including accounting, human resources, purchasing, leasing and management
information systems of Venture Alliance and the eight businesses launched by it.
Prior to joining Venture Alliance, Ms. Draper served as the Executive Vice
President of Finance for Whittle Communications, L.P. and its successor Channel
One Communications in which position she was responsible for the daily finance
and administration service areas of the company. Ms Draper received a B.S. in
Business Administration from the University of Tennessee in 1978.

     Michael A. Atkins, age 42, was elected a director of Tice Technology, Inc.
in May 1999. Beginning January 1, 2001, Mr. Atkins has served as an outside
consultant to the LandOak Company, Inc. since its purchase by Tice. Since March
of 1983, Mr. Atkins had been employed by The Lanrick Group, Inc. in Knoxville,
Tennessee where he provides financial planning and services. Mr. Atkins received
a B.S. from Auburn University in Auburn, Alabama in 1982 and a Masters in
Financial Planning from The College of Financial Planning in Denver, Colorado in
1994.

     Patrick L. Martin, age 50, was elected a director of Tice Technology, Inc.
in May 1999. Since August of 1981, Mr. Martin has been employed by The Lanrick
Group, Inc. in Knoxville, Tennessee where he provides financial planning and
services. Mr. Martin received a B.A. from the University of Tennessee in
Knoxville in 1974 and a Masters in Financial Planning from The College of
Financial Planning in Denver, Colorado in 1995.

                                       54

<PAGE>

     Thomas W. Reddoch, age 57, was elected a director of Tice Technology, Inc.
in December 2001. Mr. Reddoch currently serves as President of Container
Technologies, Inc. in Helenwood, Tennessee and has held this position since
December 1999. Mr. Reddoch previously served as President of Format Industries,
Inc. from 1996 to 1999, was a management consultant from 1994 to 1996 and was
Executive Vice President of Electrotek, Concepts, Inc. from 1984 to 1994. Mr.
Reddoch received his B.S. in Electrical Engineering in 1967 and his M.S. in
Electrical Engineering in 1969 from Lamar University in Beaumont, Texas and a
Ph.D. in Electrical Engineering from Louisiana State University in Baton Rouge,
Louisiana in 1973. Mr. Reddoch also serves as a director for Atmospheric Glow
Technologies, LLC in Rockford, Tennessee and is the President and member of the
Board of Directors of Tennessee Center for Research and Development in
Knoxville, Tennessee.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Tice's directors, officers and persons who
beneficially own more than ten percent of the Common Shares (each, a "Reporting
Person") to file reports of ownership and changes of ownership with the SEC.
Copies of all filed reports are required to be furnished to the issuer pursuant
to the Exchange Act. Based solely upon a review of the forms and amendments
thereto furnished to Tice during the fiscal year ended March 31, 2003, we
believe that each Reporting Person complied with all applicable filing
requirements during such fiscal year, except that William A. Tice made late
filings with respect to four transactions that occurred during the fiscal year
ended March 31, 2003.

Item 10. Executive Compensation.

     Effective on May 1, 1999, Tice entered into employment agreements with
William A. Tice to serve as its Chairman of the Board and Executive Vice
President and Charles R. West to serve as President and Chief Executive Officer.
Both agreements are for a term beginning May 1, 1999 and ending April 30, 2002
with automatic one-year renewal terms unless terminated on three-months notice
by either party after the initial term. The agreements may be earlier terminated
in the event of the death, permanent disability or, upon sixty-days notice, the
gross misconduct, material dishonesty or felony conviction of the employee. Mr.
Tice left employment in October 2001, but continued to receive his salary under
the employment agreement through April 2002 when the employment agreement with
Mr. Tice expired. The employment agreement with Mr. West was automatically
renewed for an additional one-year terms ending April 30, 2003 and April 30,
2004.

     Compensation under both agreements, in addition to benefits commensurate to
those provided to other key employees, reimbursement of certain expenses and
provision of an automobile or automobile allowance, is a base salary of $150,000
(subject to annual reviews and increases by the Board of Directors) and,
beginning in the fiscal year ending March 31, 2001, a target bonus of up to 50%
of base salary payable in accordance with achievement of annual goals and
objectives set by the Board of Directors. Both agreements also provide that if
the employee is terminated without cause, he will be entitled to receive
severance pay equal to one year of his then current base salary plus the target
bonus of 50% of base pay, payable in a lump sum within

                                       55

<PAGE>

fifteen days of termination. Benefits and perquisites continue for one year
after termination without cause.

     In addition to the compensation described above, Mr. West received
incentive stock options to purchase Common Shares in an amount that will, if
fully exercised, together with shares he received in payment of a loan to Tice,
bring his cumulative ownership to approximately 3% of the current fully diluted
outstanding Common Shares of Tice. The options allow for purchases of up to
690,071 Common Shares. One-third of the options vested on the first anniversary
of employment and have an exercise price of $1.00 per share, one-third vested on
the second anniversary with an exercise price of $3.50 per share and the
remainder vested on the third anniversary with an exercise price of $7.00 per
share. The options are exercisable for five years from the date they vest.

     The following table sets forth the compensation of the current President
and Chief Executive Officer, Mr. West, and the former Executive Vice President,
Mr. Tice, for the fiscal years ended March 31, 2003, 2002 and 2001:

                           Summary Compensation Table
                           --------------------------
                                                                      Long Term
                                                                    Compensation
                                      Annual Compensation              Awards
                             -------------------------------------  ------------
                                                                     Securities
                                                      Other Annual   Underlying
Name and                     Fiscal   Salary   Bonus  Compensation    Options /
Principal Position            Year    ($)(1)    ($)      ($)(2)       SARs (#)

Charles R. West, President,   2003   150,000    -0-      12,000          -0-
Chief Executive Officer       2002   150,000    -0-      18,522          -0-
                              2001   150,000    -0-      17,862          -0-

William A. Tice (3)           2003    25,000    -0-      12,000          -0-
                              2002   150,000    -0-      16,843          -0-
                              2001   150,000    -0-      16,650          -0-

(1)  The salary listed for fiscal year 2001 includes $116,117 of salary accrued
     but not paid to Mr. West and $116,210 of salary accrued but not paid to Mr.
     Tice. The salary listed for fiscal 2002 includes $63,000 of salary accrued,
     but not paid to Mr. Tice. Mr. Tice received payroll advances of $31,250 in
     fiscal year 2002 and $24,500 in fiscal year 2001 that were advanced against
     accrued salaries. The balance of Mr. Tice's accrued salaries was paid in
     fiscal year 2003. The obligation to pay the accrued salary of $116,117 owed
     Mr. West for fiscal year 2001 was assumed by the purchaser of the assets of
     MidSouth's NSA division in August 2002.

(2)  Other annual compensation includes for Mr. West an automobile allowance
     ($12,000 for fiscal years 2003, 2002 and 2001 of which $5,000, $12,000 and
     $3,000, respectively, were accrued but not paid), health insurance premiums
     (none for fiscal year 2003, $5,207

                                       56

<PAGE>

     for fiscal year 2002 and $4,881 for fiscal year 2001) and 401(k) Plan
     company matching contributions (none for fiscal year 2003, $1,315 for
     fiscal year 2002 and $981 for fiscal year 2001) which were based on the
     same percentage of employer matching contribution available to other
     employees. Not included in compensation disclosed above, Mr. West earned
     interest of $147 and $4,087 on loans to Tice (notes payable to related
     parties) during fiscal years 2002 and 2001, respectively. For Mr. Tice,
     other annual compensation includes an automobile allowance ($12,000 for
     fiscal year 2003, $12,000 for fiscal year 2002 of which $7,000 was paid and
     $5,000 was accrued and paid in fiscal year 2003, and $12,000 for fiscal
     year 2001), health insurance premiums (none for fiscal year 2003, $3,883
     for fiscal year 2002 and $3,669 for fiscal year 2001) and 401(k) Plan match
     (none for fiscal year 2003, $960 for fiscal year 2002 and $981 for fiscal
     year 2001) which is the same percentage of employer contribution match
     offered to other employees. Mr. Tice also received interest on certain
     notes reflecting funds loaned to Tice as subordinate debt. In fiscal year
     2001, all such interest was accrued and added to the balance of the notes.

(3)  Mr. Tice was Executive Vice President and Chief Technology Officer of Tice
     from May 1999 until he left employment in October 2001, but he continued to
     receive his salary under the employment agreement through April 2002 when
     the employment agreement expired.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

     The following table sets forth information with respect to the beneficial
ownership of stock of Tice by management and 5% or greater shareholders as of
June 1, 2003. A person is considered a beneficial owner of securities if such
person, directly or indirectly, has voting power or investment power over the
securities.

-------------------------------------------------------------------------------
                                                     Total Number of   Percent
                                                    Securities Owned     of
     Name and Address           Title of Class        Beneficially    Class (1)
-------------------------------------------------------------------------------
William A. Tice (1)          Common Shares                 6,059,245         27%
5315 Kesterbrooke Blvd.
Knoxville, TN
-------------------------------------------------------------------------------
Michael A. Atkins (2)        Common Shares                13,391,387         59%
1033 Spyglass Way
Knoxville, TN
-------------------------------------------------------------------------------
Patrick L. Martin (3)        Common Shares                14,111,838         60%
30 Rivendell                 Class B Common Shares           750,000        100%
Knoxville, TN
-------------------------------------------------------------------------------
Charles R. West (4)          Common Shares                   791,222          3%
3516 Navigator Place
Knoxville, TN

                                       57

<PAGE>

-------------------------------------------------------------------------------
                                                     Total Number of   Percent
                                                    Securities Owned     of
     Name and Address           Title of Class        Beneficially    Class (1)
-------------------------------------------------------------------------------
Joseph B. Baker (5)          Common Shares                 5,000,000         22%
8501 Old Town Court
Knoxville, TN
-------------------------------------------------------------------------------
Herman Larry Garner (5)      Common Shares                 5,050,000         22%
2622 Hill Court
Maryville, TN
-------------------------------------------------------------------------------
TLC Rental and Leasing, LLC  Common Shares                 8,000,000         35%
10267 Kingston Pike
Knoxville, TN
-------------------------------------------------------------------------------
AMBG Holding, LLC            Common Shares                 5,000,000         22%
10267 Kingston Pike
Knoxville, TN
-------------------------------------------------------------------------------
Directors and Officers       Common Shares                15,294,447         63%
  As a Group (6)             Class B Common Shares           750,000        100%
-------------------------------------------------------------------------------

1.   Mr. Tice is former Chairman of the Board, Executive Vice President and
     director of Tice. The number of Common Shares listed for Mr. Tice includes
     10,000 Common Shares held for his daughter. During fiscal year 2002, Mr.
     Tice transferred 750,000 Class B Common Shares to Mr. Martin in a financing
     transaction.

2.   Mr. Atkins is a director of Tice. The number of Common Shares listed for
     Mr. Atkins includes 363,572 Common Shares owned by his wife, 8,000,000
     Common Shares owned by TLC Rental and Leasing, LLC (formerly The LandOak
     Company, LLC) in which Mr. Atkins holds a 50% membership interest and
     5,000,000 Common Shares owned by AMBG Holdings, LLC (formerly MidSouth Sign
     Company, LLC) in which Mr. Atkins holds a 25% membership interest.

3.   Mr. Martin is a director of Tice. The number of Common Shares listed for
     Mr. Martin includes 8,000,000 Common Shares owned by TLC Rental and
     Leasing, LLC (formerly The LandOak Company, LLC), in which Mr. Martin holds
     a 50% membership interest, 5,000,000 Common Shares owned by AMBG Holdings,
     LLC (formerly MidSouth Sign Company, LLC), in which Mr. Martin holds a 25%
     membership interest, and 750,000 Common Shares that he would receive if he
     converted his Class B Common Shares which he acquired from William Tice
     during fiscal year 2002 in a financing transaction.

4.   Mr. West is President, Chief Executive Officer and a director of Tice. The
     number of Common Shares listed for Mr. West includes the 690,071 Common
     Shares he would receive if he exercised his stock options which have
     vested.

5.   The number of Common Shares listed for Mr. Baker and Mr. Garner includes
     5,000,000 Common Shares owned by AMBG Holding, LLC in which Mr. Baker and
     Mr. Garner each hold a 25% membership interest.

6.   The number of Common Shares listed for directors and officers as a group
     include the 750,000 Common Shares that Mr. Martin would receive if he
     converted his Class B Common Shares, the 690,071 Common Shares that Mr.
     West would receive if he

                                       58

<PAGE>

     exercised his options which have vested, 363,572 Common Shares for Mr.
     Atkins owned by his wife, 8,000,000 Common Shares for Mr. Martin and Mr.
     Atkins because of their ownership of TLC Rental and Leasing, LLC and
     5,000,000 Common Shares for Mr. Martin and Mr. Atkins because of their
     ownership of AMBG Holdings, LLC.

     If the acquisition of A-G Tech is consummated, there will be a change of
control of Tice. A-G Tech will receive 87,456,629 Tice Common Shares and 500,000
Tice Class B Common Shares. A-G Tech will then own approximately 36% of the
outstanding Tice Common Shares, assuming Tice issues the entire 114,000,000 in
the private placement which is to occur as a condition to the acquisition. The
500,000 Class B Common Shares will constitute 67% of the outstanding Class B
Common Shares as A-G Tech has required and Mr. Martin has agreed to convert
500,000 of his Class B Common Shares to Common Shares in connection with the
acquisition leaving him with 250,000 Class B Common Shares so that A-G Tech will
be able to elect 75% of the directors of Tice. In order to induce Mr. Martin to
convert the Class B Common Shares and to consummate the transaction with A-G
Tech, Tice has agreed to issue to The Lanrick Group, Inc., which is owned by Mr.
Martin, options to acquire 7,142,857 Tice Common Shares at a price of $0.07 per
share for three years. The estimated fair value of the options is $214,286. Mr.
Martin has also agreed to vote his Class B Common Shares to elect one designee
of A-G Tech to the board after the closing.

Item 12. Certain Relationships and Related Transactions.

     Management believes that all of the transactions listed below are at least
as fair as a similar transaction with an unaffiliated third party would have
been.

     During fiscal years 1996 through 1999, William A. Tice made loans to TES
covered by promissory notes that accrued interest at an annual rate of 10%. A
portion of the interest was accrued and was added to the principal balance. In
December 2001, in a private placement transaction, Tice converted the total
balance of notes payable to Mr. Tice in the amount of $529,870 ($491,872 in
principal and $37,998 in accrued interest reflected in notes payable to related
party) to 1,125,000 Tice Common Shares. Mr. Tice is former Chairman of the
Board, Executive Vice President and director of Tice. In 1998, the company
issued a $50,000 note payable to Mr. Tice's mother, Daisy Tice, that carries an
interest rate of 10% and has been continued from month-to-month by agreement.

     During fiscal year 2002, Mr. West loaned the Company $9,112 at an interest
rate of 10% per annum. The loan was repaid with interest in April 2002.
Additionally, Mr. West loaned the Company $25,000 at an interest rate of 10% per
annum with principal and interest due April 2002. This loan and the accrued
interest on the loan were assumed by Mr. West and an unrelated associate as a
condition of Mr. West's and the associate's August 2002 purchase of the assets
of MidSouth's NSA division.

     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 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. Mr. Atkins and Mr. Martin (directors of Tice) control and are two
of the

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<PAGE>

owners of MidSouth Sign Company, LLC (which subsequently changed its name to
AMBG Holding, LLC) and control and are all of the owners of The LandOak Company,
LLC (which subsequently changed its name to TLC Rental and Leasing, LLC). In
addition, TLC Rental and Leasing, LLC had at the time 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 agreed to
indemnify Tice with respect to such notes. Additionally, Mr. Atkins and Mr.
Martin have agreed to continue to personally guarantee certain bank indebtedness
that was assumed by Tice in both the LandOak and MidSouth acquisitions.

     Related to the MidSouth acquisition, Tice has agreed to make principal and
interest payments to a financial institution for the benefit of Mr. Martin and
Mr. Atkins (both directors of Tice) who are obligors under a loan agreement for
which the seller, MidSouth Sign Company, LLC, received the loan proceeds. Prior
to the acquisition, MidSouth Sign Company, LLC was making the principal and
interest payments to the financial institution. Mr. Martin and Mr. Atkins owned
at the time of purchase, and continue to own, a portion of MidSouth Sign
Company, LLC (which subsequently changed its name to AMBG Holding, LLC).
Interest has accrued at the prime rate plus 1% and Tice had made quarterly
principal and interest payments of $15,000. The principal balance as of March
31, 2002 was $42,497 and the principal and interest were paid in full in June
2002.

     During fiscal year 2002, Viatical I LLC, a limited liability company owned
by Mr. Atkins and Mr. Martin (both directors of Tice), loaned Tice $30,000 at an
interest rate of 10% per annum. The principal balance at March 31, 2002 was
$28,750. The principal and accrued interest were paid in full in April 2002.

     During fiscal year 2002, The Lanrick Group, Inc., owned by Pat Martin (a
director of Tice), loaned the Company $50,000 at an interest rate of 6% per
annum. The principal and accrued interest were paid in full in March 2002. Also
during fiscal year 2002, TES sold a telephone system to The Lanrick Group, Inc.
as part of the liquidation of assets and indebtedness of TES. The Lanrick Group,
Inc. assumed the related capital lease obligation which exceeded the net book
value of the equipment, resulting in a gain of $2,073 for Tice. Related to this
transaction, Tice is contingently liable for future lease payments of $10,500 as
of March 31, 2003.

     Upon consummation of the acquisition of A-G Tech, The Lanrick Group, Inc.,
a Tennessee corporation wholly owned by Pat Martin, a director and shareholder
of Tice, will receive options to acquire 7,142,857 Tice Common Shares for
$500,000 ($0.07 per share) for three years following the closing of the
acquisition. As part of the acquisition, A-G Tech required that it receive
500,000 Class B Common Shares and that the current sole Class B shareholder, Mr.
Martin, convert two-thirds of his Class B Common Shares to Common Shares at
which point A-G Tech would be able to elect 75% of the directors of Tice. Tice
believes that the transaction with A-G Tech should be consummated and has agreed
to issue to The Lanrick Group these option to induce Mr. Martin to convert
500,000 lass B Common Shares to Common Shares. The estimated fair value of the
options is $214,286. If the private placements by Tice described in this proxy
statement are closed, LandOak Securities, LLC, a Tennessee limited liability
company, owned 75% by Pat Martin and 25% by Mike Atkins, both directors and

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<PAGE>

shareholders of Tice, will receive a 6% commission on the amount raised in such
private placements as placement agent for the offerings.

     During fiscal year 2002, Sherry Lynn Turner, Mike Atkin's wife, loaned Tice
$26,250 at an interest rate of 6% per annum with principal and interest due
September 2002; the loan has subsequently been extended on a month-to-month
basis. The note is convertible at the option of the holder into Common Shares in
conjunction with a private placement at a rate of $.07 per Common Share. The
note is secured by an equity interest in A-G Tech pursuant to the Term Sheet
whereby, if the transaction is consummated, Tice will acquire the assets of A-G
Tech as described in greater detail elsewhere herein. Mr. Atkins is a director
of Tice.

     In March 2002, Mr. Martin and Mr. Atkins agreed to loan the Company
$1,300,000 as part of Tice's negotiations with LandOak's senior lender. The
proceeds of this loan are to be used to retire indebtedness with the lender. The
notes bear interest at 6% per annum, are due December 31, 2003 and are
convertible at the option of the holders into 18,571,429 Tice Common Shares at a
rate of $.07 per Common Share, conditioned on the approval of the Tice
shareholders of the increase in the number of authorized Common Shares. As of
March 31, 2003, Mr. Martin and Mr. Atkins had advanced all of the $1,300,000
commitment.

     During fiscal year 2003, Tice sold the NSA division of MidSouth to National
Survey Associates, Inc., a Tennessee corporation owned by Charles West, the
President of Tice, and an unrelated person. The consideration was forgiveness of
approximately $278,000 owed by MidSouth to the purchaser's owners and the
purchaser's assumption of the liabilities of $663,644 related to the NSA
division. Pat Martin, a director of Tice, and David Camp, Tice's Chief Financial
Officer at the time, 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.

     In July 2001, LandOak Capital, LLC, a company run by and owned by LandOak
Management, LLC which is owned by Mr. Martin and Mr. Atkins, filed for
protection and reorganization under Chapter 11 of the United States Bankruptcy
Code. LandOak Capital, LLC provided capital to Cherokee Rental, Inc., a
predecessor to The LandOak Company, LLC (which was purchased by Tice in 2001).
LandOak Capital, LLC is not an operating company in the traditional sense. The
purpose of filing for reorganization was to protect the rights of holders of
notes issued by LandOak Capital, LLC against claims of certain of the note
holders who were attempting to force LandOak Capital, LLC into an involuntary
bankruptcy. The bankruptcy is still pending.

     Mr. Reddoch, who currently is a director of Tice and is expected to become
President and Chief Executive Officer of Tice, is a governor of A-G Tech which
is expected to sell its assets to Tice in exchange for Tice Common Shares and
other consideration which is described in more detail elsewhere herein. Mr.
Reddoch was the President of Tennessee Center for Research and Development
("TCRD") until August 2002 and continues to serve as a director. TCRD is a 16%
owner of A-G Tech and has loaned $250,000 to A-G Tech. The loan will be
converted to Tice

                                       61

<PAGE>

Common Shares at a rate of $0.07 per share. During fiscal 2003, the Company
retained Mr. Reddoch to provide acquisition and operational consulting services.
The Company recognized $99,426 of cost for Mr. Reddoch's services of which
$26,900 was accrued but unpaid at March 31, 2003.

Item 13. Exhibits and Reports on Form 8-K.

     (a) Exhibits Index

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                Exhibit      Page
                                                                              Table Number  Number
--------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
I.   Plan of Acquisition, Reorganization, Arrangement, Liquidation or              2
     Succession
--------------------------------------------------------------------------------------------------
     (i)   Asset Purchase Agreement Between Tice LOC, Inc. a Wholly Owned                     *
           Subsidiary of Tice Technology, Inc., and The LandOak Company, LLC
--------------------------------------------------------------------------------------------------
     (ii)  Asset Purchase Agreement Among Tice MSS, Inc., a Wholly Owned                      *
           Subsidiary of Tice Technology, Inc., MidSouth Sign Company, LLC
           and Tice Technology, Inc.
--------------------------------------------------------------------------------------------------
     (iii) Term Sheet between Tice Technology, Inc. and Atmospheric Glow                      75
           Technologies, LLC
--------------------------------------------------------------------------------------------------
     (iv)  Asset Purchase and Supply Agreement between MidSouth Sign                          83
           Company, Inc. and Jerry Dunlap, dba MidSouth Sign Erectors, LLC
--------------------------------------------------------------------------------------------------
     (v)   Stock Purchase Agreement between Tice Technology, Inc. and Jerry                   87
           Dunlap
--------------------------------------------------------------------------------------------------
     (vi)  Asset Purchase Agreement between MidSouth Sign Company, Inc. and                   99
           National Services Associates, Inc.
--------------------------------------------------------------------------------------------------
II.  Articles of Incorporation and Bylaws                                          3
--------------------------------------------------------------------------------------------------
     (i)   Certificate of Incorporation of Tice Technology, Inc.                              +
--------------------------------------------------------------------------------------------------
     (ii)  Bylaws of Tice Technology, Inc.                                                    +
--------------------------------------------------------------------------------------------------
III. Instruments Defining the Rights of Security Holders                           4
--------------------------------------------------------------------------------------------------
     (i)   Form of Promissory Note Issued in Connection with Private                          #
           Placement Closed on June 25, 1999
--------------------------------------------------------------------------------------------------
     (ii)  Warrant Agreement relating to Rights to Purchase up to 100,000                     #
           Common Shares of Tice Technology, Inc. Received by Holders of
           the Promissory Notes
--------------------------------------------------------------------------------------------------
     (iii) Security Agreement Pledging Patents as Security for Promissory                     #
           Notes
</TABLE>

                                       62

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                Exhibit      Page
                                                                              Table Number  Number
--------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
     (iv)  Registration Rights Agreement Giving Purchasers under the                          #
           Private Placement Closed on June 25, 1999 Certain Demand and
           Piggyback Registration Rights
--------------------------------------------------------------------------------------------------
     (v)   Option Agreement Relating to Option to Purchase Up to 50,000                       #
           Common Shares of Tice Technology, Inc. Granted to Finder
--------------------------------------------------------------------------------------------------
     (vi)  Incentive Stock Option Plan and Agreement between Charles R.                       #
           West and Tice Technology, Inc.
--------------------------------------------------------------------------------------------------
IV.  Material Contracts                                                           10
--------------------------------------------------------------------------------------------------
     (i)   Employment Agreement Between Charles R. West and Tice                              #
           Technology, Inc.
--------------------------------------------------------------------------------------------------
V.   Subsidiaries of the Registrant                                               21          X
--------------------------------------------------------------------------------------------------
VI.  Additional Exhibits                                                          99
--------------------------------------------------------------------------------------------------
     (i)   Certifications - Chief Executive Officer, Charles R. West                          65
--------------------------------------------------------------------------------------------------
     (ii)  Certifications - Chief Accounting Officer, Sharon Draper                           66
--------------------------------------------------------------------------------------------------
     (iii) Certification -Section 906 - Chief Executive Officer, Charles R.
           West                                                                               67
--------------------------------------------------------------------------------------------------
     (iv)  Certification -Section 906 - Chief Accounting Officer,
           Sharon Draper                                                                      68
--------------------------------------------------------------------------------------------------
<FN>
<F1>
x    Previously filed as an exhibit to Form 10-K of Tice Technology, Inc. for
     the period ended March 31, 2001.
<F2>
*    Previously filed as an exhibit to Form 8-K filed by Tice Technology, Inc.
     on February 9, 2001.
<F3>
+    Previously filed with Pre-Effective Amendment No. 1 to the Registration
     Statement and incorporated by reference herein.
<F4>
#    Previously filed with Form 10-K of Tice Technology, Inc. for the period
     ended March 31, 1999.
</FN>
</TABLE>

(b)  The registrant did not file any Form 8-K during the fourth quarter of
     fiscal year 2003.

Item 14. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     Within the ninety days prior to the date of this report, Tice's Chief
Executive Officer and Chief Accounting Officer carried out an evaluation of the
effectiveness of the design and operations of Tice's disclosure controls and
procedures. Disclosure controls and procedures are designed to ensure that
information required to be disclosed by the company in its periodic SEC filings
is recorded, processed and reported within the time periods specified in the
SEC's rules

                                       63

<PAGE>

and forms. Based upon that evaluation, the Chief Executive Officer concluded
that Tice's disclosure controls and procedures are effective in timely alerting
him to material information relating to the company (including its consolidated
subsidiaries) required to be included in the company's periodic SEC filings.

Changes in Internal Controls

     There were no significant changes in Tice's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

Item 15. Principal Accountant Fees and Services.

Audit Fees
----------

     The aggregate fees billed for professional services rendered for the audit
of Tice's annual financial statements for the 2003 and 2002 fiscal years and the
review of the financial statements included in Tice's Forms 10-QSB for such
fiscal years were $93,000 and $63,000, respectively.

Audit - Related Fees
--------------------

     During fiscal year 2003, Tice paid Coulter & Justus, P.C. $11,545 for audit
related fees which were for services in connection with the preparation of
Tice's Proxy Statement. There were no fees paid for audit related services in
fiscal year 2002.

Tax Fees
--------

     In fiscal years 2003 and 2002, Tice paid $19,257 and $20,932, respectively,
in fees for tax advice and planning services.

All Other Fees
--------------

     Other than those described above, Tice did not pay its auditors any other
fees in fiscal years 2003 and 2002.

                                       64

<PAGE>

                                   SIGNATURES
                                   ----------

     In accordance with Section 13 or 15(d) 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                                    on June 26, 2003
   ----------------------------------------------------------
   Charles R. West, President, Chief Executive Officer


     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


/s/  Charles R. West                                         on June 26, 2003
-------------------------------------------------------------
Charles R. West, President, Chief Executive Officer, Director


/s/  Sharon Draper                                           on June 26, 2003
-------------------------------------------------------------
Sharon Draper, Chief Accounting Officer


/s/ Michael A. Atkins                                        on June 26, 2003
-------------------------------------------------------------
Michael A. Atkins, Director


/s/ Patrick L. Martin                                        on June 26, 2003
-------------------------------------------------------------
Patrick L. Martin, Director


/s/ Thomas Reddoch                                           on June 26, 2003
-------------------------------------------------------------
Thomas Reddoch, Director


#279329 v1 - Form 10-KSB-Tice '03

                                       65