EXHIBIT 10.12

*****Confidential  Treatment  has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of  this  agreement  has
been filed separately with the Securities and Exchange Commission.


                               131 Park Street, NE
                           Vienna, Virginia 22180-4607
                              Phone: (703) 281-7440
                               FAX: (703) 281-7636



July 9, 1999                      LETTER AGREEMENT



InforMax
6010 Executive Blvd.
Suite 501
North Bethesda, MD 20852 USA


Attention:     Ms. Kimberly B. Durazo
               Director of Operations, InforMax, Inc.

Dear Mrs. Durazo,

In response  to the  proposal  provided  by  InforMax on July 2, 1999  regarding
contract  NO1-LM-5-3530  for the year  1999-2000,  the  following  agreement and
specified terms will supercede the prior sub-contract  arrangement  currently in
place. Each line item referenced below for this  fixed-priced  agreement will be
implemented  on  July  15,  1999.  Any  liabilities  from  the  prior  agreement
Subcontract No.: 1489-9601, will cease under this new agreement.

Contract is a FIRM-FIXED COST for one year, from July 15, 1999 to July 12, 2000.

The  following  labor  categories  and  rates  have  been  agreed  to by MSD and
InforMax:

One  Senior  Bio-Informatics  Software  Engineer  at an  annual  hourly  rate of
[*****].

Two Bio-Informatics Software Engineers at an annual hourly rate of [*****].

Three Bio-Informatics Software Engineers at an annual hourly rate of [*****].

Software  Engineer rates  increase with the start of the new contract  effective
July 15, 1999.

The total FIRM-FIXED cost for the one year contract will not exceed [*****].

MSD payments will be made to INFORMAX,  INC. within 30 days from date of receipt
for the period worked. An invoice will be submitted by INFORMAX to MSD via email
on the first of every month.  MSD and INFORMAX will meet on a quarterly basis to
ensure that hours and billings are maintained to satisfy the terms  specified in
the agreement.

INFORMAX will provide monthly to MSD, copies of signed  employee  timesheets,  a
summary  report of actual hours worked to date by each  employee and an employee
job status report.  This  agreement is for [*****] hours in accordance  with the
rates above for a fixed price annual total of [*****].

<PAGE>

Please execute two signed  originals of this agreement.  MSD will then sign both
and return one original for your files. MSD looks forward to continuing  or long
standing  partnership  with  InforMax with this  agreement.  Please feel free to
contact  myself  or Jim Fox (703)  281-7440  x124  regarding  any  questions  or
clarifications to this agreement.

Very truly yours,


Haley Esser
MSD Program Manager

/s/ James A. Fox                                   7/12/99
------------------                                 ---------
James A Fox                                         Date
MSD, Vice President

/s/ Joseph Lehnen                                  7/9/99
-------------------                                ---------
Joseph Lehnen                                       Date
INFORMAX, Chief Financial Officer


<PAGE>


*****Certain information on this page has been omitted and filed separately with
the  Securities  and  Exchange   Commission.   Confidential  Treatment  has been
requested with respect to the omitted portions.

November 22, 1999

InforMax
6010 Executive Blvd. 10th Floor
Suite 501
North Bethesda, MD 20852 USA

Attention:     Ms. Kimberly B. Durazo
               Director of Operations, InforMax, Inc.

Dear Mrs. Durazo,

This  addendem is submitted  in support of the proposal  provided by InforMax on
July 2,  1999  regarding  contract  NO1-LM-5-3530  for the year  1999-2000.  The
following  agreement  and  specified  terms are subject to the Letter  Agreement
referenced above.

Contract is a FIRM-FIXED  COST for one year,  from  November 8, 1999 to November
5th, 2000.

One  Senior  Bio-Informatics  Software  Engineer  at an  annual  hourly  rate of
[*****].

The total FIRM-FIXED cost for the one-year contract will not exceed [*****].

MSD payments will be made to INFORMAX,  INC. within 30 days from date of receipt
for the period worked. An invoice will be submitted by INFORMAX to MSD via email
on the first of every  month.  THIS  INVOICE  SHALL  REFERENCE  MSD ORDER NUMBER
#1986.  MSD and INFORMAX will meet on a quarterly basis to ensure that hours and
billings are maintained to satisfy the terms specified in the agreement.

INFORMAX will provide monthly to MSD, copies of signed  employee  timesheets,  a
summary  report of actual hours worked to date by each  employee and an employee
job status report.  This  agreement is for [*****] hours in accordance  with the
rates above for a fixed price annual total of [*****].

Please feel free to contact  myself or Jim Fox (703) 281-7440 x124 regarding any
changes or clarifications to this agreement.

Very truly yours,

/s/ Haley Esser

Haley Esser
MSD Program Manager

<PAGE>

James A. Fox                                       11/22/99
------------------                                 ---------
James A Fox                                         Date
MSD, Vice President

Joseph Lehnen                                      11/29/99
-------------------                                --------
Joseph Lehnen                                       Date
INFORMAX, Chief Financial Officer

<PAGE>

[GRAPHIC OMITTED]


*****Certain information on this page has been omitted and filed separately with
the  Securities  and  Exchange   Commission.   Confidential  Treatment  has been
requested with respect to the omitted portions.


November 22, 1999


InforMax
6010 Executive Blvd. 10th Floor
North Bethesda, MD 20852 USA

Attention:   Ms. Kimberly B. Durazo
             Director of Operations, InforMax, Inc.

Dear Ms. Durazo,

This  addendum is submitted  in support of the proposal  provided to InforMax on
July 9,  1999  regarding  contract  NO1-LM-5-3530  for the year  1999-2000.  The
following  agreement  and  specified  terms are subject to the Letter  Agreement
referenced above.

Contract is a FIRM-FIXED COST for one year, from September 20, 1999 to September
17, 2000.

One  Senior  Bio-Informatics  Software  Engineer  at an  annual  hourly  rate of
[*****].

The total FIRM-FIXED cost for the one-year contract will not exceed [*****].

MSD  payments  will be made to  INFORMAX,  INC.  within 30 days from the date of
receipt for the period  worked.  An invoice will be submitted by INFORMAX to MSD
via email on the first of every month.  This invoice  shall  reference MSD order
number  #2029.  MSD and INFORMAX  will meet on a quarterly  basis to ensure that
hours  and  billings  are  maintained  to  satisfy  the terms  specified  in the
agreement.

INFORMAX will provide monthly to MSD, copies of signed  employee  timesheets,  a
summary  report of actual hours worked to date by each  employee and an employee
job status report.  This  agreement is for [*****] hours in accordance  with the
rates above for a fixed price annual total of [*****].

Please feel free to contact  myself or Jim Fox (703) 281-7440 x124 regarding any
changes or clarifications to this agreement.

Very truly yours,

/s/ Haley Esser

Haley Esser
MSD Program Manager
<PAGE>

Addendum #1

/s/ James A. Fox                        11/22/99
---------------------------------       --------
MSD, Vice President                     Date


/s/ Joseph Lehnen                       11/27/99
---------------------------------       --------
INFORMAX, Chief Financial Officer       Date