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                                                                  Exhibit 2(iii)

                                   TERM SHEET

    (Tice Technology, Inc. Acquisition of Atmospheric Glow Technologies, LLC)
                                  July 3, 2002

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1)   Acquisition. Atmospheric Glow Technologies, LLC, a Tennessee Limited
     Liability Company ("A-GTech") will transfer all of its non-cash assets and
     intellectual property to Tice Technology, Inc., a Delaware corporation
     ("Tice"), in exchange for stock of Tice in a transaction qualifying under
     Section 351 of the Internal Revenue Code of 1986, as amended, provided
     however, if and to the extent A-GTech has cash on hand in excess of $25,000
     at closing, A-GTech agrees to transfer its cash in excess of $25,000 to
     Tice as a part of this transaction. A-GTech.

2)   Assumption of Liabilities. Tice shall assume the liabilities of A-GTech
     listed on Exhibit "A" to this Term Sheet.

3)   Assignment of Contracts. If the consent or approval of any third party is
     required for Tice to assume any of A-GTech's contract rights, then A-GTech
     shall obtain the consent or approval of any such party for the assignment
     of such contract.

4)   Purchase Price. Tice shall issue to A-GTech a total of 87,456,629 of Tice's
     Common Shares and 500,000 of Tice's Class B Common Shares, further
     described in Section 8 hereof (the "Acquired Shares"), and will advance
     $1,500,000 in cash prior to the Closing (as defined below) to allow A-GTech
     to fulfill a stock redemption and acquisition agreement with A3
     Technologies, Inc. ("A3") and its shareholders, as consideration for
     A-GTech's assets pursuant to this asset acquisition.

5)   Restriction of Transferability. A-GTech shall not transfer or assign the
     Acquired Shares for a period of 12 months following the Closing or as
     otherwise prohibited by applicable federal and state securities laws (the
     "Restriction Period"). However, the Acquired Shares may be distributed to
     A-GTech's members in the event that A-GTech dissolves.

6)   Piggyback Registration Rights. Beginning at the end of the Restriction
     Period and continuing for additional twelve months, Mike Atkins and Pat
     Martin (up to 18 million shares) and A-GTech (as to all of its shares)
     shall have piggyback registration rights as permitted under applicable
     federal and state securities laws. Tice shall have no obligation to begin
     or complete a registration of its securities.

7)   Conversion of Class B Common Shares. At the Closing, Pat Martin agrees to
     convert all but 250,000 of his Tice Class B Common Shares to Tice Common
     Shares.

8)   Issuance of Class B Common Shares. At the Closing, Tice shall issue a total
     of 500,000 Class B Common Shares, to A-GTech. Additionally, Mr. Martin, the
     holder

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     of 250,000 Class B Common Shares agrees to approve the issuance of the
     Class B Common Shares described in this section as required by Tice's
     Certificate of Incorporation. Mr. Martin and A-GTech agree to enter into a
     voting agreement that will require Mr. Martin to vote his Class B Common
     Shares to elect one designee of A-GTech to the Tice Board of Directors
     during the three years subsequent to the Closing. A-GTech agrees to appoint
     Kimberly Kelly-Wintenberg and Thomas Reddoch as two of their 5 designees to
     the board during this three-year period.

9)   Post Closing Board of Directors. In conjunction with the transactions
     contemplated hereby, Tice's Board of Directors shall adopt a resolution
     increasing the number of directors to nine, of which six directors will be
     elected by the holder(s) of Class B Common Shares and three directors will
     be elected by the holder(s) of Common Shares.

10)  Tice Private Placement. Tice shall complete a private placement, prior to
     or simultaneously with the Closing, of a minimum of $6,500,000 of cash,
     some of which may be the conversion of currently outstanding Tice debt into
     Common Shares (the "Private Placement"). In conjunction with the Private
     Placement, Tice shall not issue more than 115,000,000 Common Shares.

11)  Lanrick Option: The Lanrick Group, owned by Pat Martin, or its assignees,
     shall have the right to invest an additional $500,000 in Tice for period of
     three years from the Closing, such investment being in exchange for Tice
     Common Shares at a purchase price of $0.07 per share.

12)  Divestiture of Certain Assets. Prior to Closing and as soon as practical,
     Tice shall sell, transfer or assign all assets, stock or any ownership
     interest of any type, and extinguish all liabilities, guarantees or
     obligations of any type, associated with its ownership and acquisition of
     LandOak Company, Inc, and MidSouth Sign Company, Inc. unless otherwise
     agreed by A-GTech prior to the Closing.

13)  No Additional  Acquisitions.  Tice shall not acquire,  enter into a
     contract to acquire or enter into negotiations to acquire, any other
     business or company prior to the Closing, without the consent of A-GTech.

14)  License Agreement with Brother. Tice shall not sell, transfer or assign any
     right, contract, license, royalty or other agreement, that entitles it to
     receive royalties, commissions, license payments, fees or other
     consideration for the use of any of Tice intellectual property (including
     all patents and other intellectual property or process of any type) by
     Brother Industries, Ltd.

15)  Name Change. Subsequent to or in conjunction with the Closing, Tice will
     change its name to a name more reflective of the new line of business
     acquired from A-GTech.

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16)  Employment Agreements. Prior to Closing and effective upon Closing, Tice
     shall enter into employment, non-compete, non-solicitation, non-raid and
     confidentiality agreements with key employees of A-GTech (the "Employment
     Agreements").

17)  Termination of Tice's Employees. Prior to Closing, Tice shall terminate all
     of its employees and extinguish any liability under any employment
     agreement with any terminated employee, except as approved by A-GTech.

18)  UTRC Approval. A-GTech shall obtain the approval of the University of
     Tennessee Research Corporation ("UTRC") to the transactions contemplated
     hereby, if required or considered prudent by Tice.

19)  Restriction on William A. Tice Sale of Stock. Tice has entered into an
     agreement with William A. Tice, which is hereby approved by A-GTech, that
     restricts Mr. Tice's ability to sell Tice stock in the marketplace.

20)  Bridge Funding. Tice shall provide A-GTech with $50,000 on July 15, 2002,
     and an additional $50,000 each 30 days until the Closing (the "Bridge
     Funding"). It is acknowledged that Tice has advanced A-GTech a total of
     $283,000 as of June 30, 2002. Additionally, $1,500,000 of cash is to be
     advanced prior to the Closing to allow A-GTech fulfill a stock redemption
     and acquisition agreement with A3 Technologies, Inc and its shareholders.

21)  Testing Equipment. Prior to July 31, 2002 Tice shall obtain or arrange
     financing for A-GTech to acquire testing equipment costing $225,000.

22)  TCRD Funding of the Testing Equipment. If the Tennessee Center for Research
     and Development ("TCRD") funds the testing equipment contemplated by
     Section 21, then TCRD shall have the right to invest in the early round of
     the Private Placement described in Section 10. TCRD shall have the right to
     convert its Promissory Note (up to the lesser of the outstanding balance as
     of the date of Closing or $225,000) into shares of Tice valued at seven
     cents ($0.07) per share, but only in the event TCRD provides written notice
     to Tice of its desire to convert its debt to stock prior to August 1, 2002.
     The conversion, if any, shall be effective at Closing. The conversion right
     shall be non-assignable.

23)  Due Diligence. Each party shall be permitted to engage in due diligence to
     its sole satisfaction, and require the delivery of such documents and other
     items as may be reasonably necessary to complete such due diligence, as
     follows:

     a) A-GTech shall:
        i) permit Tice to inspect all books, records, contracts, leases and
           other documents and items as may be reasonably necessary for Tice to
           complete its due diligence (provided that A-GTech shall only be
           required to make such items available during regular hours of
           business operations); and

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        ii) deliver all regularly prepared financial statements to Tice as soon
            as such statements are available.

     b) Tice shall:
        i)  permit A-GTech to inspect all books, records, contracts, leases and
            other documents and items as may be reasonably necessary for A-GTech
            to complete its due diligence (provided that Tice shall only be
            required to make such items available during regular hours of
            business operations); and
        ii) deliver audited financial statements for the fiscal year ending
            March 31, 2002, as soon as possible (but no later than the Closing).
            With regard to the audit, Tice agrees that:
            (1) the auditor shall be engaged to search for contingencies and
                unrecorded liabilities as part of the audit;
            (2) A-GTech shall agree upon the audit procedures to be utilized;
                and
            (3) A-GTech shall approve the form of engagement letter and the
                accounting firm engaged to perform the audit, if other than
                Coulter & Justice.

24) Warranties and Representations by A-GTech. A-GTech shall warrant and
    represent to Tice at the time of Closing:
    a)  that director, governor and/or member approval for the transactions
        contemplated hereby to the extent required has been obtained;
    b)  that there has been no material adverse change in A-GTech's financial
        position or operations prior to Closing; and
    c)  such other warranties and representations as are customary for
        transactions of this size and type.

25) Warranties and Representations by Tice.  Tice shall warrant and represent to
    A-GTech at the time of Closing:
    a)  that director and/or shareholder approval for the transactions
        contemplated hereby to the extent required has been obtained;
    b)  that, except for the divestitures which are described herein and of
        which A-GTech is aware, there has been no material adverse change in
        Tice's financial position or operations prior to Closing;
    c)  that there will be no more than 255,000,000 of Tice Common Shares issued
        and outstanding immediately subsequent to the Closing;
    d)  that there will be 400,000,000 Tice Common Shares authorized immediately
        subsequent to the Closing;
    e)  that there will be 750,000 of Tice Class B Common Shares issued and
        outstanding immediately subsequent to the Closing;
    f)  that there are no agreements, except as otherwise disclosed, to issue
        any additional shares of Tice stock or other security other than those
        agreements specifically contemplated by the transactions contemplated by
        this Term Sheet
    g)  that it has net current assets including at least $5,000,000 in cash,
        advances to A-GTech and cash equivalents;

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     h)   that it has a net operating loss carry forward of at least $4,000,000,
          which can be used to offset any future income or capital gains of
          Tice, assuming no change in existing law;
     i)   that it has a Federal income tax credit of at least $100,000 available
          to offset any future income or capital gains of Tice, assuming no
          change in existing law;
     j)   that Tice has no liabilities except for those expressly approved by
          A-GTech and listed on Exhibit "B";
     k)   that Tice is not involved in any litigation, and that Tice does not
          know of any potential litigation against it, as of the Closing;
     l)   that all requirements under applicable federal and state securities
          laws have been fully satisfied, including, but not limited to, Tice's
          compliance with all required filings with the Securities and Exchange
          Commission;
     m)   all other standard representations and warranties regarding compliance
          with federal and state securities laws;
     n)   that Tice has no contingent liabilities that have not been disclosed,
          in writing, to A-GTech and listed on Exhibit "B";
     o)   such other warranties and representations as are customary for
          transactions of this size and type; and
     p)   all third party indemnifications of Tice and guarantees of Tice's
          obligations (until paid) will remain in effect.

26)  Indemnification. Each party shall indemnify the other at the Closing as
     follows:

     a)   A-GTech shall indemnify and hold Tice harmless from:
          i)   any and all liabilities incurred which do not arise out of its
               ordinary course of business, liabilities incurred in the ordinary
               course of business exceeding a total of $ 50,000 or which are not
               incurred in the ordinary course of business and which are not
               disclosed on Exhibit "A";
          ii)  any and all liabilities arising from any negligent or fraudulent
               act on the part of A-GTech; and
          iii) such other items as are customary in transactions of this size
               and type.

     b)   Tice shall indemnify and hold A-GTech harmless from:
          i)   any and all liabilities incurred which do not arise out of its
               ordinary course of business, liabilities incurred in the ordinary
               course of business exceeding a total of $50,000 or which are not
               incurred in the ordinary course of business and which are not
               disclosed on Exhibit "B";
          ii)  any and all liabilities arising from any negligent or fraudulent
               act on the part of Tice; and
          iii) such other items as are customary in transactions of this size
               and type.

27)  Federal, State and Regulatory Approval. Each party shall use its best
     efforts to obtain all necessary federal, state and regulatory approval for
     the transactions contemplated hereby.

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28)  Closing. The closing of the transactions contemplated hereby shall take
     place by September 30, 2002, in Knoxville, Tennessee (the "Closing"). The
     Closing shall, in no event, take place later than December 31, 2002, unless
     otherwise agreed in writing by the parties.

29)  Closing Documents. A-GTech and Tice will enter into an Agreement to
     transfer assets and other documents necessary to consummate the
     transactions contemplated by this Term Sheet (the "Closing Documents"),
     pursuant to which each party thereto will make various representations and
     warranties as well as covenants described herein and which are typical for
     asset purchases and which are not described herein. The Closing Documents
     shall be prepared by Tice's counsel, and shall be circulated to A-GTech as
     soon as possible for its review and comments. The Closing Documents shall
     be reasonably approved by the parties.

30)  Failure to Close. If this transaction fails to close for any reason, then
     the Bridge Funding, the funds advanced to date by Tice to A-GTech and the
     $1,500,000, if paid, shall be either repaid or converted into an ownership
     interest in A-GTech based on a pre-money value of A-GTech of $5,000,000,
     solely at the option of Tice.

31)  Public Disclosure. Information regarding the transactions contemplated
     hereby may be disclosed by Tice and A-GTech to their respective boards,
     members, shareholders, creditors, senior management personnel and legal,
     accounting and financial advisors on a "need to know" basis only. If Tice
     in good faith makes a determination that Tice should publicly disclose
     information about the contemplated transactions under federal securities
     laws, Tice need not seek permission from A-GTech for such disclosure. In
     addition, to avoid any potential conflict of interest situations, full
     disclosure of Mr. Tom Reddoch's (a director of Tice) involvement in both
     Tice and A-GTech will be fully disclosed.

32)  Confidentiality. Unless and until the proposed transactions are
     consummated, neither party shall disclose, and shall cause its directors,
     officers, governors, members, shareholders, employees, agents and advisors
     not to disclose, without the disclosing party's consent, any Confidential
     Information obtained from the other party in the course of such
     investigations, except as may be required by law or as described in Section
     32 hereof. "Confidential information" means any information about a party,
     its assets or business clearly marked "confidential" or identified in
     writing as such to a party by the disclosing party upon disclosure, unless
     (a) such information is already known to the receiving party or its
     representatives or to others not bound by a duty of confidentiality or such
     information becomes publicly available through no fault of the receiving
     party or its representatives, (b) the use of such information is necessary
     or appropriate in making any filing or obtaining any consent or approval
     required for the consummation of the contemplated transactions, or (c) the
     furnishing or use of such information is required by or necessary or
     appropriate in connection with legal proceedings. The existence and terms
     of this Term Sheet and the proposed transactions shall be considered
     Confidential Information.

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33)  Exclusivity. If this proposal is accepted, Tice expects to devote
     significant time and expense pursuing the proposed transactions. Therefore,
     until the transactions proposed in this letter are consummated or until
     they are abandoned, A-GTech and its owners agree that they, either directly
     or through a representative or agent, will not solicit or negotiate any
     offers or proposals from any party (other than Tice) for the sale of any of
     A-GTech assets (other than sales in the ordinary course of business) or for
     the sale of any ownership interest in A-GTech or merger or consolidation of
     A-GTech with or into another entity unrelated to Tice. However, this
     provision shall not prevent A-GTech from entering into agreements, forming
     joint ventures and entering into strategic alliances in furtherance of
     A-GTech's business plan, with approval by Tice which shall not be
     unreasonably withheld. A-GTech will immediately notify Tice regarding any
     contact between A-GTech or its owners, representatives or agents regarding
     any such offer or proposal or related inquiry.

34)  Binding Effect. Except as expressly provided below, this is a non-binding
     expression of the terms and conditions under which Tice is willing to
     acquire the assets of A-GTech, and nothing in this Term Sheet shall be
     construed to obligate Tice to purchase the assets or provide funds to
     A-GTech. If this Term Sheet is accepted by both A-GTech and Tice by July 1,
     2002, such acceptance shall signify an intent by each of them to negotiate
     in good faith a comprehensive Asset Purchase Agreement which agreement will
     incorporate both the terms and provisions stated in this Term Sheet as well
     as terms and provisions not stated in this Term Sheet, but which would
     customarily be included in an asset purchase agreement for a transaction of
     this scope and complexity. Sections 1 through 29 of this Term Sheet do not
     create, and are not intended to create, any binding legal or contractual
     obligations on the part of either Tice or A-GTech, but are intended to
     merely reflect the intention of the parties to negotiate in good faith for
     the preparation, execution and delivery of the Closing Documents. Sections
     30 through 35 of this letter are intended to create binding legal and
     contractual obligations upon the parties with respect to the matters
     undertaken pursuant thereto, and upon the breach by a party of its
     obligations under any of Sections 30 through 35 in any material respect,
     the injured party shall have such rights and remedies with respect thereto
     as are available generally for breach of contract.

35)  Governing Law. The interpretation and enforceability of this Term Sheet
     shall be governed by the laws of the State of Tennessee.

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This Term Sheet is agreed to and accepted as of this 3rd day of July 2002.

Atmospheric Glow Technologies, LLC           Tice Technology, Inc.

By:   /s/ Kimberly Kelly-Wintenberg          By:  /s / Charles R. West
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Kimberly Kelly-Wintenberg                    Charles R. West
Chief Manager                                President and CEO

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