[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                   EXHIBIT 10.69

December 22, 2003

Amphora Discover Corp.
800 - 4 Capitola Drive
Durham, NC  27713
Attention: Dr. Martin Haslanger

RE:      The Modification Agreement, dated December 12, 2002, by and between
         Caliper Technologies Corp. ("Caliper") and Amphora Discovery Corp.
         ("Amphora") (the "Agreement")

Dear Dr. Haslanger:

Pursuant to recent discussions between Caliper and Amphora, this letter
agreement (the "Letter Agreement") sets forth certain terms and conditions which
shall amend and supercede the Agreement. Capitalized terms used but not defined
in this Letter Agreement shall have the meanings assigned to them in the
Agreement.

Amphora and Caliper hereby agree:

1.       Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following:

     "Pursuant to Section 2.2.2 of the LabChip Solutions Agreement, Amphora is
     obligated, among other things, to purchase an additional eleven Instrument
     Systems prior to December 31, 2002. Prior to the date of this Agreement,
     Amphora has purchased ten of such Instrument Systems. Upon the
     effectiveness of this Agreement pursuant to Section 8 below, Amphora's
     obligation to purchase the one remaining Instrument System shall be
     converted to an obligation to purchase, by no later than June 30, 2004,
     Products (as defined in the LabChip Solutions Agreement) from Caliper with
     an aggregate invoice price of no less than [ * ]. As part of its
     fulfillment of the foregoing obligation, Amphora shall purchase one "beta"
     version 300 Instrument System WITH [ * ]. The price for such instrument
     shall be [ * ]."

2.       Except as set forth in this Letter Agreement, the Agreement remains
unmodified and in full force and effect and is hereby ratified and affirmed;
provided however, that in the event of any conflict or inconsistency between any
term of this Letter Agreement and the Agreement, the terms of this Letter
Agreement shall control.



Please indicate your agreement to the terms of this Letter Agreement by signing
where indicated below.

Sincerely,

CALIPER TECHNOLOGIES CORP.

By: /s/ Stephen Creager
    -------------------------------
    Name: Stephen Creager
    Title: Vice President & General Counsel

ACCEPTED AND AGREED
as of the date first set forth above:

AMPHORA DISCOVERY CORP.

By: /s/ Martin F. Haslanger
    -------------------------------------
     Name: Martin F. Haslanger, Ph.D.
     Title: President and CEO

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.