EXHIBIT 10.13


*****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.


                          TECHNICAL SERVICES AGREEMENT

                 BETWEEN UNISYS CORPORATIONS AND INFORMAX, INC.


SUPPORT THE NATIONAL CENTER FOR BIOTECHNOLOGY  INFORMATION (NCBI), A DIVISION OF
THE NATIONAL LIBRARY OF MEDICINE AT THE NATIONAL INSTITUTES OF HEALTH





<PAGE>

                          TECHNICAL SERVICES AGREEMENT

                                      INDEX

ARTICLE  1 - TERM OF AGREEMENT.................................................1
ARTICLE  2 - STATEMENT OF WORK.................................................1
ARTICLE  3 - PERFORMANCE OF WORK/RISK OF LOSS..................................1
ARTICLE  4 - COMPENSATION/PAYMENT/TAXES........................................2
ARTICLE  5 - RELATIONSHIP OF PARTIES...........................................2
ARTICLE  6 - INTELLECTUAL PROPERTY RIGHTS......................................3
ARTICLE  7 - PROPRIETARY INFORMATION...........................................3
ARTICLE  8 - EXPORT CONTROL OF INFORMATION.....................................4
ARTICLE  9 - INDEMNIFICATION AND NOTICE OF INFRINGEMENT........................4
ARTICLE 10 - CONTRACTOR'S WARRANTIES...........................................5
ARTICLE 11 - SERVICES FOR OTHERS...............................................5
ARTICLE 12 - INSURANCE.........................................................5
ARTICLE 13 - HOLD HARMLESS.....................................................6
ARTICLE 14 - NOTICES/ADMINISTRATION............................................6
ARTICLE 15 - ASSIGNMENT........................................................7
ARTICLE 16 - TERMINATION/CANCELLATION..........................................7
ARTICLE 17 - LIMITATION OF LIABILITY...........................................8
ARTICLE 18 - GENERAL PROVISIONS................................................8
ARTICLE 19 - ADDENDA/ATTACHMENTS...............................................9
ARTICLE 20 - SURVIVAL OF PROVISIONS............................................9
ARTICLE 21 - BUSINESS PRACTICE GUIDELINES......................................9
ARTICLE 22 - ENTIRE AGREEMENT.................................................10





ADDENDUM A - STATEMENT OF WORK...............................................A-1
ADDENDUM B - CONTRACTOR'S PERSONNEL AND RATES................................B-1
ADDENDUM C - DATA RIGHTS.....................................................C-1
ADDENDUM D - BUSINESS PRACTICE GUIDELINES....................................D-1
ADDENDUM E - GSA FLOW-DOWN PROVISIONS........................................E-1

<PAGE>

                          TECHNICAL SERVICES AGREEMENT

                               TIME AND MATERIALS

This  Agreement is entered into by and between Unisys  Corporation  (hereinafter
"UNISYS"),  a Delaware corporation,  with offices at 12010 Sunrise Valley Drive,
Reston, VA 20191 and InforMax, Inc. hereinafter ("CONTRACTOR"),  with offices at
6010 Executive Boulevard, Rockville, MD, 20852.

In  consideration  of the mutual  covenants herein contained and intending to be
legally bound by the provisions of this Agreement, the parties agree as follows:

ARTICLE  1 - TERM OF AGREEMENT AND OPTION TO RENEW

The term of this Agreement shall commence on March 23, 2000 and end on March 22,
2001 unless earlier terminated or canceled as provided in Article 16.

Unisys may extend the term of this contract through March 22, 2004 in increments
of not less  than one year at the  rates  specified  in the  Statement  of Work.
Unisys  will  provide  notice of such  extension  not less than thirty (30) days
before the expiration of the current term of this Agreement,

ARTICLE  2 - STATEMENT OF WORK

During the term of this Agreement CONTRACTOR shall perform the work (hereinafter
"WORK")  described in Addendum A,  Statement  of Work,  in  accordance  with the
schedule set forth therein.

ARTICLE  3 - PERFORMANCE OF WORK/RISK OF LOSS

A.   Performance of WORK

     1.   The WORK shall be performed by the  personnel  listed in the Statement
          of Work  Personnel  shall not be added to or removed  from the WORK by
          CONTRACTOR  without the prior written consent of UNISYS.  UNISYS shall
          have the right at any time to require that CONTRACTOR remove personnel
          which UNISYS no longer wants performing the WORK.
     2.   CONTRACTOR shall furnish the deliverables (hereinafter "DELIVERABLES")
          listed in Addendum A no later than the date(s) specified therein.

B.   Risk of Loss

     CONTRACTOR  shall  have the risk of loss,  damage  and  destruction  of all
     DELIVERABLES until received by UNISYS.


                                       1
<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.

ARTICLE  4 - COMPENSATION/PAYMENT/TAXES

A.   Compensation

     1.   The total  compensation  to CONTRACTOR for WORK  performed  during the
          first  year of this  agreement  shall  not  exceed  [*****],  plus any
          authorized  travel and living expenses as specified in Subparagraph A2
          of this Article,  and any applicable sales and/or use tax as specified
          in Paragraph C of this Article. Compensation shall be based upon hours
          worked by  CONTRACTOR'S  personnel  at the hourly  rates  specified in
          Addendum B. Travel time shall not be included as hours worked.
     2.   UNISYS shall  reimburse  CONTRACTOR for  reasonable  travel and living
          expenses  consistent with the policies set forth in the Federal Travel
          Regulations,  provided that  CONTRACTOR has obtained  advance  written
          approval for such travel from UNISYS.
     3.   UNISYS  shall  have  no  obligation  under  any  circumstances  to pay
          CONTRACTOR any money in excess of the amount specified in Subparagraph
          A1 of this  Article,  or to  reimburse  CONTRACTOR  for any travel and
          living  expenses in excess of the amount  specified in Subparagraph A2
          of this Article,  unless  agreed to in writing by the UNISYS  Contract
          Administrator identified in Article 14.

B.   Payment

     The Contractor  shall prepare and submit  timecards for hours to Unisys and
     Unisys  shall  make  payment  to the  Contractor  in  accordance  with  the
     procedures  in the  Statement of Work.  Payment for travel,  training,  and
     other authorized expenditures shall be made by Unisys net 14 days following
     receipt of a proper invoice.

C.   Taxes

     1.   In performing the WORK as an independent contractor,  CONTRACTOR shall
          be  responsible  for the  payment of all taxes  based on  CONTRACTOR'S
          gross income  and/or net income.  Such taxes may include,  but are not
          limited  to,  federal,  state  and local  income  taxes,  U.S.  Social
          Security  tax,  federal  and state  unemployment  taxes or any similar
          taxes.
     2.   CONTRACTOR shall separately state and describe in reasonable detail on
          CONTRACTOR'S  invoices  any state and local  sales tax or similar  tax
          (hereinafter  "Sales Tax") to which the amounts  payable by UNISYS for
          CONTRACTOR'S  performance  of the WORK are subject.  In the event that
          CONTRACTOR  subsequently determines that any invoiced Sales Tax was or
          is not  actually  required  to be paid  by  UNISYS,  CONTRACTOR  shall
          promptly notify UNISYS of such determination and shall promptly refund
          such Sales Tax payment to UNISYS if such payment has already been made
          by UNISYS to CONTRACTOR.

ARTICLE  5 - RELATIONSHIP OF PARTIES

In performing the WORK,  CONTRACTOR is acting as an  independent  contractor and
not as an  employee,  agent,  or  representative  of UNISYS.  CONTRACTOR  has no
authority to


                                       2
<PAGE>

transact  any  business  in the name of or on  account  of UNISYS  or  otherwise
obligate  UNISYS in any manner.  CONTRACTOR  hereby  acknowledges,  on behalf of
itself and its personnel, that neither CONTRACTOR nor its personnel are entitled
to any of the benefits  provided by UNISYS to its active  employees,  including,
but not limited to medical  benefits,  pension benefits and group life insurance
benefits.

ARTICLE  6 - INTELLECTUAL PROPERTY RIGHTS

Intellectual  Property rights shall be in accordance with NLM(RC)-RIGHTS IN DATA
- SPECIAL WORKS, Attachment C hereto.

ARTICLE  7 - PROPRIETARY INFORMATION

A.   Proprietary   Information   shall   include  all  business  and   technical
     information relating to the WORK which is furnished to CONTRACTOR by UNISYS
     and all other  information  which is either  furnished  by one party to the
     other  in   tangible   form   marked   as   "restricted",   "confidential",
     "proprietary",  or other  appropriate  legend, or disclosed by one party to
     the other in  nontangible  form with notice of its  proprietary  nature and
     subsequently  described in writing  delivered to the receiving party within
     seven (7 ) days after disclosure by the furnishing party.

B.   The WORK and DELIVERABLES are deemed to be Proprietary Informatio of UNISYS
     as  though  they  were  Proprietary  Information  furnished  by  UNISYS  to
     CONTRACTOR, and shall be so treated by CONTRACTOR and its personnel.

C.   Title,  or the right to possess  Proprietary  Information,  as between  the
     parties shall,  except as otherwise  provided  herein,  remain in the party
     which  furnishes  it to the other  party.  No rights are  granted by either
     party to the  other  with  respect  to  Proprietary  Information  except as
     expressly  stated herein.  Neither party shall use or copy any  Proprietary
     Information of the other party except for the purposes of and to the extent
     necessary for performance  under this Agreement.  Each party shall exercise
     reasonable care with respect to Proprietary  Information of the other party
     to preclude  disclosure  thereof to any third  party and permit  disclosure
     only to its  personnel  who are  involved  in the WORK and have  agreed  in
     writing to be bound consistent with the provisions of this Agreement.  Each
     party  shall  have the  obligations  stated  in this  Article  7  regarding
     Proprietary  Information both during and after the expiration,  termination
     or  cancellation  of  this  Agreement  and  shall  be  released  from  such
     obligations only as to Proprietary Information which is:

     1.   at any  time in the  public  domain  other  than by a  breach  of this
          Agreement on the part of the receiving party;
     2.   at any time rightfully received from a third party which has the right
          and  transmits it to the  receiving  party  without any  obligation of
          confidentiality;
     3.   independently  developed by personnel of the receiving  party who have
          not had access to Proprietary Information of the other party; or
     4.   rightfully  known to the receiving party without any limitation on use
          or disclosure  prior to receipt thereof from the furnishing  party, as


                                       3
<PAGE>

          substantiated  by  tangible  evidence  antedating  disclosure  by  the
          furnishing party to the receiving party.

D.   Neither party is restricted from disclosing Proprietary  Information of the
     other  party  pursuant to a judicial or  governmental  order,  but any such
     disclosure  shall be made only to the extent so ordered and  provided  only
     that the party  receiving an order:  (a) timely notifies the other party so
     that it may  intervene in response to such order,  or (b) if timely  notice
     cannot be given then seeks to obtain a  protective  order from the court or
     government for such information.

E.   Each party  shall  promptly  cease using and shall  return or destroy  (and
     certify destruction of) all Proprietary  Information furnished by the other
     party  along with all copies  thereof in its  possession  including  copies
     stored  in any  computer  memory or  storage  medium  upon the  expiration,
     termination,  or cancellation  of this  Agreement,  whichever first occurs;
     provided,  however, that UNISYS may retain copies of CONTRACTOR'S materials
     for the purpose of the license rights as set forth in Article 6 hereof.

ARTICLE  8 - EXPORT CONTROL OF INFORMATION

CONTRACTOR shall comply with applicable United States laws and regulations which
prohibit the export of technical data that  originates in the United States,  or
any product directly based on such data, without prior written  authorization as
may be required from appropriate agencies of the United States Government.  Such
compliance obligates CONTRACTOR not to export UNISYS Proprietary  Information or
make it available in the United States to aliens.

ARTICLE  9 - INDEMNIFICATION AND NOTICE OF INFRINGEMENT

A.   CONTRACTOR   agrees  to  indemnify  and  hold   harmless   UNISYS  and  its
     subsidiaries,  affiliates,  third  parties,  and end users  from any claim,
     liability,   damage,  or  expense  (including  without  limitation,   legal
     expenses)  of  whatever  kind,  for or on account  of patent  infringement,
     copyright infringement,  misappropriation of trade secrets, or violation of
     other   proprietary   rights  in   connection   with  or  relating  to  the
     reproduction, use, or other disposition of any item furnished by CONTRACTOR
     and WORK performed by CONTRACTOR under this Agreement. CONTRACTOR agrees to
     defend or settle, at its expense,  all suits or proceedings  arising out of
     any of the  foregoing,  provided  that UNISYS has given  CONTRACTOR  prompt
     written notice of all such suits or threats of suit.

     In any event, UNISYS at its own expense and through its own counsel,  shall
     have the right to participate in  CONTRACTOR'S  defense of any such action.
     In the event that CONTRACTOR  fails,  after notice, to adequately defend or
     settle  any action  which it is  obligated  to defend or settle  under this
     Article 9, UNISYS shall have the right of  prosecuting  and defending  such
     action  or  actions  and  to  recover  its  resultant  costs  and  expenses
     (including  attorney's  fees) from  CONTRACTOR  and shall  further have the
     right to charge CONTRACTOR with any and all awards


                                       4
<PAGE>

     of damages  and court  costs in such  action or actions  and to collect the
     amount of such awards from CONTRACTOR.

     If any item is held to be an  infringement  or  misappropriation  for which
     UNISYS  is to be  indemnified  by  CONTRACTOR,  and  its  use is  enjoined,
     CONTRACTOR shall, at its option and expense, either:
     1.   procure for UNISYS the right and  license to continue to utilize  such
          item; or
     2.   replace or modify  such item in such a way that it shall not  continue
          to constitute such infringement.

B.   CONTRACTOR  shall give UNISYS prompt written notice of any claim by a third
     party that WORK performed by CONTRACTOR  under this Agreement  infringes or
     misappropriates intellectual property rights of the third party.

ARTICLE 10 - CONTRACTOR'S WARRANTIES

CONTRACTOR makes the following warranties to UNISYS:

1.   CONTRACTOR  has expertise in the field covered by this  Agreement and shall
     commit time and resources to attain the stated goal and complete the WORK.
2.   In  performing  the WORK  CONTRACTOR  shall not infringe any trade  secret,
     copyright or patent of any third party.
3.   CONTRACTOR shall not divulge or furnish to UNISYS any trade secret or other
     proprietary  information of any third party which  CONTRACTOR does not have
     the right to divulge or furnish.
4.   This  Agreement is not in conflict  with any other  agreement or obligation
     which CONTRACTOR has with any third party.

ARTICLE 11 - SERVICES FOR OTHERS

CONTRACTOR and its personnel  assigned to perform WORK shall not engage directly
or  indirectly  in any  undertaking  which  creates any legal  impediment  to or
conflicts  with rights  granted to UNISYS by  CONTRACTOR  under this  Agreement.
CONTRACTOR  shall not undertake,  during the term of this Agreement,  to perform
similar  services  for any third party which would  compromise  the value of the
WORK or DELIVERABLES to UNISYS.

ARTICLE 12 - INSURANCE

CONTRACTOR  shall  maintain  Worker's   Compensation  and  Employer's  Liability
Insurance upon its employees as required by law.  CONTRACTOR shall also maintain
Comprehensive Liability Insurance for all operations necessary and incidental to
the conduct of this Agreement including coverage of all automobile exposure, all
property liability exposure and contractual liability exposure. CONTRACTOR shall
maintain insurance to at least the following minimum amounts:
1.   Worker's Compensation with limit of statutory amount;
2.   Employer's  Liability  Insurance with limit of one hundred thousand dollars
     ($100,000);


                                       5
<PAGE>

3.   Comprehensive Automobile Liability Insurance,  with a combined single limit
     of one million dollars  ($1,000,000)  for bodily injury,  death or property
     damage arising from any one occurrence; and
4.   Comprehensive  General  Liability  including  Broad  Form  Contractual  and
     Completed  Operations,  with a combined single limit of one million dollars
     ($1,000,000)  for bodily injury,  death or property damage arising from any
     one occurrence.

Such  policies  shall name UNISYS as an  additional  insured  and  provide  that
coverage  may not be  canceled  without  ten (10) days prior  written  notice to
UNISYS.  Such  insurance  shall not be deemed a limitation  of any  liability of
CONTRACTOR,  but CONTRACTOR shall furnish the UNISYS Contract Administrator with
certificates  of  insurance  in a form  acceptable  to  UNISYS  and prior to the
furnishing of services under this Agreement.

Such insurance shall be primary,  not  contributing  with, and not in excess of,
coverage  which  UNISYS may carry.  The  insurance  afforded  by these  policies
applies  separately  to  each  insured  against  whom  claim  is made or suit is
brought,  in the same  manner as such  insured  would be  covered  if the policy
insured only such party.  The  inclusion of such  additional  insured  shall not
increase the policy limits.

ARTICLE 13 - HOLD HARMLESS

Notwithstanding any of the insurance requirements set forth in this Agreement or
limits of liability  set forth  therein,  CONTRACTOR  shall  indemnify  and hold
harmless UNISYS, any third party and their agents,  servants, and employees from
and against all claims,  damages, losses and expenses with respect to the death,
injury or disability of any persons and damage to or destruction of any property
(including loss of use),  arising out of, resulting from or connected in any way
with the performance of this Agreement by CONTRACTOR or CONTRACTOR'S  employees,
subcontractors,  or  their  agents,  servants  and  employees.  At  CONTRACTOR'S
expense,  CONTRACTOR  shall  defend all suits or claims  (whether  or not false,
fraudulent  or  groundless)  alleging  such  injury or damage  and shall pay all
charges of  attorneys,  court costs,  awards and all other costs and expenses in
connection  therewith.  This  provision  shall survive  after the  expiration or
termination of this Agreement.

ARTICLE 14 - NOTICES/ADMINISTRATION

All notices  shall be in writing  and shall be sent by  certified  mail,  return
receipt requested,  or by wire communications  (e.g., telex, twx, or facsimile),
to the respective  Contract  Administrator,  at the addresses noted below, or as
the same may be changed from time to time by notice similarly given:

A.   For UNISYS
     1.   General  administration and liaison shall be performed by Felton Jones
          (referred to herein as "UNISYS Contract Administrator"), 12010 Sunrise
          Valley  Drive,   Reston,   Virginia  20191,  or  his/her  designee  or
          successor.
     2.   Technical  administration  and  liaison  shall be  performed  by David
          Kelley (referred to herein as "UNISYS Technical Administrator"),  1700
          North


                                       6
<PAGE>

          Moore  Street,  Suite 1025,  Arlington,  Virginia,  22209,  or his/her
          designee or successor.

B.   For CONTRACTOR

     Liaison shall be performed by Kim Durazo or his/her  designee or successor,
     6010 Executive Boulevard, Rockville, MD 20852.

C.   The Unisys Technical  Administrator may clarify,  explain,  provide further
     details,  handle necessary technical matters,  implement technical aspects,
     and  develop  administrative  procedures,  but shall have no  authority  to
     affect or change any of the terms and  conditions  of this  Agreement.  The
     exercise of UNISYS rights of termination or  cancellation  and the exercise
     of  other  general  rights  of  UNISYS  are  reserved  to  UNISYS  Contract
     Administrator.

ARTICLE 15 - ASSIGNMENT

CONTRACTOR  shall not assign this Agreement or any rights  hereunder or delegate
the WORK or any of CONTRACTOR'S  other obligations  hereunder to any third party
without prior written consent of UNISYS and any assignment  without such consent
shall be void. Any legal  representative  or successor in interest of CONTRACTOR
shall be bound by the provisions of this Agreement.  UNISYS shall have the right
to assign this Agreement and its rights and duties hereunder to any successor in
interest by acquisition, merger, operation of law or otherwise.

ARTICLE 16 - TERMINATION/CANCELLATION

A.   Termination for Convenience

     UNISYS shall have the right to terminate  this  Agreement or the WORK to be
     performed hereunder,  in whole or in part, for its convenience at any time.
     Any  such  termination  shall  become  effective  thirty  (30)  days  after
     transmittal  of written  notice of  termination  by UNISYS,  and CONTRACTOR
     shall  terminate  the WORK as quickly as possible  upon  receiving  notice.
     UNISYS shall have no liability to CONTRACTOR  based on any such termination
     except to pay all amounts due  CONTRACTOR up to the date of  termination in
     accordance with the compensation  provisions of Article 4. CONTRACTOR shall
     promptly  deliver to UNISYS  all work  product,  whether or not  completed,
     which is in  CONTRACTOR's  possession on the  termination  date  containing
     information related to the WORK, including a final report to be prepared by
     CONTRACTOR describing results of the WORK up to the date of termination.

B.   Cancellation for Nonperformance
     1.   UNISYS  shall have the right to cancel this  Agreement in the event of
          any  material  breach by  CONTRACTOR  which  CONTRACTOR  fails to cure
          within thirty (30) days after written notice of breach from UNISYS. If
          CONTRACTOR  fails to cure the breach  within the thirty  (30) day cure
          period,  cancellation shall become effective  immediately upon receipt
          by CONTRACTOR of a written cancellation notice from UNISYS.  Notice of
          cancellation  rightfully  given  by  UNISYS  for  material  breach  by


                                       7
<PAGE>

          CONTRACTOR  which is not timely cured shall excuse  UNISYS from paying
          for any WORK  performed  by  CONTRACTOR  after  the date of  notice of
          material  breach  given by UNISYS.  UNISYS  shall have the option upon
          cancellation  either to obtain  delivery  and retain title and license
          rights,  as  provided  herein,  in  and to all  WORK  completed  or in
          preparation on the date of  cancellation in exchange for payments made
          and owed as of such date or to  relinquish  all such title and license
          rights and obtain a refund of all  amounts  paid to  CONTRACTOR  under
          this Agreement.
     2.   CONTRACTOR  shall have the right to cancel  this  Agreement  if UNISYS
          fails to cure any  deficiency  in making any payment  due  CONTRACTOR,
          which is not in good faith dispute between the parties,  within thirty
          (30) days after receiving written notice of such deficiency.

C.   Additional Rights and Remedies
     UNISYS and CONTRACTOR shall retain all rights and remedies available at law
     or equity, to the extent they are not inconsistent with this Agreement,  in
     the event of any termination or cancellation of this Agreement.

ARTICLE 17 - LIMITATION OF LIABILITY

EXCEPT  AS  PROVIDED  IN  ARTICLE  9,  NEITHER  PARTY  SHALL BE  LIABLE  FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL OR  CONSEQUENTIAL  DAMAGES,  INCLUDING,  BUT NOT
LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

ARTICLE 18 - GENERAL PROVISIONS

A.   Federal Regulations and Governing Law
     This Agreement  represents a subcontract  relationship under Prime Contract
     No. GS-35F-0343J for the performance of Order No.  467-F2-000985  issued by
     the National  Institutes to Support National  Library of  Medicine/National
     Center for Biotechnology  Information.  Except as may be in conflict of the
     Prime, this Agreement shall be shall be construed, governed and interpreted
     in accordance  with the laws,  but not the rules  relating to the choice of
     law, of the Virginia.

B.   Captions/Headings
     The captions and headings of the Articles, clauses and paragraphs contained
     herein have been inserted for the  convenience of the parties and shall not
     be construed as a part of or modifying any provisions of this Agreement.

C.   Waiver
     The failure of either party to insist,  in any one or more instances,  upon
     the  performance  of any of the  terms,  covenants  or  conditions  of this
     Agreement or to exercise any right  hereunder,  shall not be construed as a
     waiver of the future performance of any such term, covenant or condition or
     the future exercise of such right.


                                       8
<PAGE>

D.   Severability
     If any court should find any particular  provision of this Agreement  void,
     illegal,  or  unenforceable,  then  that  provision  shall be  regarded  as
     stricken  from this  Agreement and the  remainder of this  Agreement  shall
     remain in full force and effect.

E.   Publicity
     CONTRACTOR  shall  not,  except  as may  be  required  by  law  or  federal
     regulation, or except with the prior written permission of UNISYS, publicly
     advertise this Agreement or disclose its contents.

F.   Compliance with Law
     The parties  shall in the  performance  of this  Agreement  comply with all
     applicable  laws,   executive  orders,   regulations,   ordinances,   rules
     proclamations,  demands and requisitions of national  governments or of any
     state,  local or other  governmental  authority  which may now or hereafter
     govern  performance  hereunder  including,  without  limitation,  all laws,
     executive  orders,   regulations,   ordinances,   rules  and  proclamations
     regarding Equal Employment  Opportunity,  the exporting of technology,  and
     withholding of income taxes.

ARTICLE 19 - ADDENDA/ATTACHMENTS

All Addenda,  attachments and other documents  referred to in this Agreement and
all  specifications,  drawings  and  documents  referenced  therein  are  hereby
incorporated in and made part of this Agreement.

ARTICLE 20 - SURVIVAL OF PROVISIONS

In addition to the rights and  obligations  which survive as expressly  provided
for elsewhere in this Agreement,  the Articles and Addenda which by their nature
should survive, shall survive and continue after any termination or cancellation
of this Agreement, and specifically Article 7 shall survive.

ARTICLE 21 - BUSINESS PRACTICE GUIDELINES

CONTRACTOR  acknowledges that it has received a copy of UNISYS Business Practice
Guidelines (Addendum D) and has read and shall act in accordance with them.


                                        9
<PAGE>

ARTICLE 22 - ENTIRE AGREEMENT

This Agreement states the entire  agreement  between the parties with respect to
the  subject  matter  hereof  and  shall   supersede  all  previous   proposals,
negotiations,  representations,  commitments,  writings,  agreements  and  other
communications,  both oral and written,  between the parties. This Agreement may
not be released,  discharged,  changed or modified  except by an  instrument  in
writing signed by a duly authorized representative of each of the parties.

This Agreement has been duly signed by authorized representatives of the parties
and shall become effective as of the latest date set forth below (the "Effective
Date").

(CONTRACTOR)                                UNISYS CORPORATION

By: /s/ Joseph E. Lehnen                   By: /s/ Felton Jones
   ___________________________________        ________________________________

   Joseph E. Lehnen                           Felton Jones
   ___________________________________        ________________________________
             (Printed/typed name)                    (Printed/typed name)

Title: Chief Financial Officer             Title: Manager, Contracts
      ________________________________           _____________________________

Date: 4/18/00                              Date: 4-10-00
     ________________________________            ____________________________


                                       10
<PAGE>
                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM A


                               UNISYS CORPORATION

                                   4/7/2000


                                STATEMENT OF WORK


                                 INFORMAX, INC.
                        6010 EXECUTIVE BLVD., 10TH FLOOR
                            NORTH BETHESDA, MD 20852


                                   TO SUPPORT
             THE NATIONAL CENTER FOR BIOTECHNOLOGY INFORMATION (NCB)
                                A DIVISION OF THE
                          NATIONAL LIBRARY OF MEDICINE
                                     AT THE
                       NATIONAL INSTITUTES OF HEALTH (NIH)


                      UNISYS U.S. FEDERAL GOVERNMENT GROUP

                                 PURCHASE ORDER
                               ARLINGTON, VIRGINIA

<PAGE>

                                TABLE OF CONTENTS

SECTION                                                                     PAGE
--------------------------------------------------------------------------------
1.      INTRODUCTION...........................................................2

   1.1     PROGRAM PLAN........................................................2

   1.2     TECHNICAL INTERCHANGE MEETING.......................................2

   1.3     MONTHLY STATUS REPORTS..............................................2

   1.4     SOFTWARE DEVELOPMENT PLANNING.......................................2

   1.5     SOFTWARE/SYSTEM SUPPORT DOCUMENTATION...............................2

   1.6     SOURCE CODE AND SOFTWARE DEVELOPMENT ENVIRONMENT....................2

   1.7     CONTRACTOR TEST SUPPORT.............................................2

   1.8     CONCEPT VALIDATION..................................................2

2.      SUPPORTING INFORMATION.................................................2

   2.1     PLACE OF PERFORMANCE................................................2

   2.2     PERIOD OF PERFORMANCE...............................................2

   2.3     GOVERNMENT FURNISHED PROPERTY.......................................2

   2.4     DELIVERABLES........................................................2

3.      REPORTING AND INVOICING PROCEDURES.....................................2

4.      TRAVEL EXPENSE REIMBURSEMENT...........................................2


                                       ii
<PAGE>



1.   INTRODUCTION

This statement of work is created by the Contractor  (Unisys) and is directed to
the Subcontractor (InforMax, Inc.).

1.1  PROGRAM PLAN

The Contractor shall provide support in the following areas:

     1.   Design and develop Web-based search services for new and existing NCBI
          databases.
     2.   Design and develop  interfaces  and/or  links to non-NCBI  systems and
          databases.
     3.   Refine existing code to implement new middleware,  algorithms,  search
          engines, etc.
     4.   Maintain heritage software and databases.
     5.   Design and develop  utility  programs to support data entry,  database
          quality  checking,  data retrieval,  batch  processes,  and parsing of
          foreign data sources.
     6.   Design and develop software to meet NCBI security requirements.
     7.   Support the development,  maintenance,  integration,  population,  and
          access to NCBI  biotechnology  databases and other textual  scientific
          databases.
     8.   Support database conversion.
     9.   Provide database administration.

1.2  TECHNICAL INTERCHANGE MEETING

Technical  Interchange  Meetings shall be conducted  monthly,  or as coordinated
with the NCBI project officer to discuss progress against milestones,  technical
issues  and  support  requirements  that may arise  during  the  development  of
software changes and enhancements.

1.3  MONTHLY STATUS REPORTS

A Monthly  Status  Report  will be  prepared  each month to  describe  progress,
technical issues, and financial and contract status.

1.4  SOFTWARE DEVELOPMENT PLANNING

The Contractor  shall plan,  manage,  and execute the development of corrections
and enhancements to existing software, development of new subsystems, components
and  databases  in  accordance  with  guidelines  provided  by the NCBI  Project
Officer.

1.5  SOFTWARE/SYSTEM SUPPORT DOCUMENTATION

Documentation  for projects  described in the Program Plan shall be developed in
accordance with industry standards.  The contractor shall tailor these standards
to the  appropriate  level of content and detail to minimize  the  inclusion  of
irrelevant information.


                                       1
<PAGE>

1.6  SOURCE CODE AND SOFTWARE DEVELOPMENT ENVIRONMENT

The  Contractor  shall  deliver to the NCBI all software  source code,  software
executable code, and software development environment, to include Computer-Aided
Software Engineering (CASE) Tools, interpreters,  compilers, and assemblers, for
all software developed under this contract.

1.7  CONTRACTOR TEST SUPPORT

Test plans and  procedures  shall be developed for use during the conduct of the
required  tests.  The  Contractor's  test shall address the  verification of all
software developed as part of this SOW

Regression testing shall be accomplished if the software is changed to ensure no
inadvertent errors are introduced.

All formal tests shall be conducted under the supervision of the NCBI COTR.

1.8  CONCEPT VALIDATION

The Contractor  shall validate the design,  the  applicability  and  suitability
development  tools through the use of test beds. The performance of the test bed
applications and the development tools shall be demonstrated to the NCBI Project
Officer and discussed at the monthly Technical Interchange Meeting.

2.   SUPPORTING INFORMATION

2.1  PLACE OF PERFORMANCE

All  work  will be  performed  at NCBI  facilities  on the NIH  main  campus  in
Bethesda, Maryland.

2.2  PERIOD OF PERFORMANCE

The period of  performance  shall be 03/22/2000 - 03/21/2001.  Three  additional
options years are contemplated  provided the NIH exercises its options to extend
performance on the Prime Contract.

2.3  GOVERNMENT FURNISHED PROPERTY

The NCBI shall provide the workspace,  office equipment, PCs, Unix workstations,
server access,  network  connectivity and development  tools required to perform
software design, development and test. The GFE will include the Unix programming
environment,  TCP/IP  network  programming  environment,  C and C++  development
environments, and development add-ons and such as CGI and FastCGI to support Web
server programming.


                                       2
<PAGE>

2.4  DELIVERABLES

The  following  deliverable  items  will be  prepared  as  required  by the NCBI
Officers:

<TABLE>
<CAPTION>
   ITEM     DELIVERABLE                                                       QTY            DATE REQUIRED
<S>         <C>                                                                <C>           <C>
     1.     Software Design Description                                        1             Per Project
     2.     Software Design Document (Draft)                                   1             Per Project
     3.     Software Design Document (Final)                                   1             Per Project
     4.     Technical Interchange Meetings                                     1             Monthly
     5.     Monthly Status Reports                                             1             Monthly
     6.     Developmental Testing, Plan, Procedures, Reports                   1             Per Project
     7.     Operational Testing, Plans, Procedures, Reports                    1             Per Project
     8.     Source Code/Software Development Environment                       1             Per Project
</TABLE>

3.   REPORTING AND INVOICING PROCEDURES

The following are procedures for reporting labor hours performed and invoicing:

     o    Weekly timesheet(s) are a requirement.

     o    Labor hours are to be reported via standard InforMax timesheet(s). The
          standard work week is assumed to be 40.0 hours. Work in excess of 40.0
          hours a week will not be  invoiced  without  the consent of the Unisys
          Program Manager.

     o    InforMax will fax the timesheet(s) to Karen Veno at (703) 312-9026, by
          0900 each Friday.  These  timesheets must be signed by the appropriate
          subcontractor and approved by their supervisor.  Earlier submittal may
          be required on special  occasions that is, when Friday is a government
          holiday.

     o    Once  the   InforMax   timesheet(s)   are  entered   into  the  Unisys
          Subcontractor Labor system, the autopay system will take approximately
          10 days from time of input to payment. InforMax, Inc. should receive a
          check for each week of service.


                                       3
<PAGE>

4.   TRAVEL EXPENSE REIMBURSEMENT

The following are procedures for reporting labor hours performed and invoicing:

     o    All travel will be pre-approved by Unisys through electronic mail.

     o    All travel  arrangements  will be prepared and  processed by InforMax,
          Inc.  InforMax will invoice Unisys separately for travel expenses with
          approval  form and all  travel  expense  information  and  itineraries
          attached.

     o    All  travel  expenses  shall  be in  compliance  with  Federal  Travel
          Regulation (FTR) guidelines and corporate travel policy.



                                       4

<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.

                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM B

                         CONTRACTOR PERSONNEL AND RATES
                            INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2000 - 03/21/2001

<TABLE>
<CAPTION>
LAST NAME        FIRST NAME     START DATE      RATE      HOURS            DOLLARS
----------------------------------------------------------------------------------
<S>              <C>            <C>           <C>         <C>        <C>
[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2000    [*****]       [*****]      [*****]

[*****]            [*****]          14/19/2000    [*****]       [*****]      [*****]

[*****]            [*****]          14/19/2000    [*****]       [*****]      [*****]

[*****]            [*****]          14/19/2000    [*****]       [*****]      [*****]

[*****]            [*****]          14/19/2000    [*****]       [*****]      [*****]


----------------------------------------------------------------------------------
TOTAL                                                     [*****]      [*****]
==================================================================================
</TABLE>


                                       1
<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.


                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM B

                         CONTRACTOR PERSONNEL AND RATES
                            INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2001 - 03/21/2002

<TABLE>
<CAPTION>
LAST NAME        FIRST NAME     START DATE      RATE      HOURS            DOLLARS
----------------------------------------------------------------------------------
<S>              <C>            <C>           <C>         <C>        <C>
[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2001    [*****]       [*****]      [*****]


----------------------------------------------------------------------------------
TOTAL                                                     [*****]      [*****]
==================================================================================
</TABLE>


                                       2
<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.


                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM B

                         CONTRACTOR PERSONNEL AND RATES
                            INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2002 - 03/21/2003

<TABLE>
<CAPTION>
LAST NAME        FIRST NAME     START DATE      RATE      HOURS            DOLLARS
----------------------------------------------------------------------------------
<S>              <C>            <C>           <C>         <C>        <C>
[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2002    [*****]       [*****]      [*****]


----------------------------------------------------------------------------------
TOTAL                                                     [*****]      [*****]
==================================================================================
</TABLE>


                                       3

<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.

                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM B

                         CONTRACTOR PERSONNEL AND RATES
                            INFORMAX PURCHASE ORDER
PERIOD OF PERFORMANCE: 03/22/2003 - 03/21/2004

<TABLE>
<CAPTION>
LAST NAME        FIRST NAME     START DATE      RATE      HOURS            DOLLARS
----------------------------------------------------------------------------------
<S>              <C>            <C>           <C>         <C>        <C>
[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]

[*****]            [*****]          03/22/2003    [*****]       [*****]      [*****]


----------------------------------------------------------------------------------
TOTAL                                                     [*****]      [*****]
==================================================================================
</TABLE>


                                       4

<PAGE>

                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM C

                               DATA RIGHTS CLAUSE

<PAGE>

               NLM(RC)-RIGHTS IN DATA - SPECIAL WORKS (11-30-88)

(a)  Definitions

     "Data," as used in this clause means  recorded  information  regardless  of
     form or the medium on which it may be recorded. The term includes technical
     data  and  computer  software.   The  term  does  not  include  information
     incidental to contract administration,  such as financial,  administrative,
     cost or pricing or management information.

     "Unlimited  rights,"  as  used  in  this  clause  means  the  right  of the
     Government  to  use,   disclose,   reproduce,   prepare  derivative  works,
     distribute copies to the public, and perform publicly and display publicly,
     in any manner and for any purpose whatsoever,  and to have or permit others
     to do so.

(b)  Allocation of Rights.

       (1)    The Government shall have-

              (i)    (a)  Unlimited  rights  in all data  delivered  under  this
                     contract except as provided in paragraph (c) of this clause
                     for  copyright.  (b)  Sole  ownership  of  all  data  first
                     produced  in the  performance  of this  contract  except as
                     provided in paragraph (c) of this clause for copyright.

              (ii)   The right to limit  exercise  of claim to copyright in data
                     first produced in the performance of this contract,  and to
                     obtain assignment of copyrights in such data, in accordance
                     with subparagraph (c)(1) of this clause.

              (iii)  The right to limit the release  and use of certain  data in
                     accordance with paragraph (d) of this clause.

       (2) The  Contractor  shall have,  to the extent  permission is granted in
       accordance  with  subparagraph  (c)(1)  of  this  clause,  the  right  to
       establish  claim to copyright  subsisting  in data first  produced in the
       performance of the contract.

(c)    Copyright.

       (1)    Data first produced in the performance of this contract.

              (i)    The   Contractor   agrees  in  perpetuity  not  to  assert,
                     establish, or authorize others to assert or establish,  any
                     claim to copyright subsisting in any data first produced in
                     the  performance  of this  contract  without  prior written
                     permission  of  the  Contracting  Officer.  When  claim  to
                     copyright  is  made,   the   Contractor   shall  affix  the
                     appropriate  copyright  notice of 17 U.S.C.  401 or 402 and
                     acknowledgment   of   Government   sponsorship   (including
                     contract  number)  to  such  data  when  delivered  to  the
                     Government, as well as when the data are


                                       1
<PAGE>

                     published or deposited for  registration  as published work
                     in the U.S.  Copyright Office. The Contractor grants to the
                     Government, a paid-up nonexclusive,  irrevocable, worldwide
                     license  for  all  such  data  to  have,  use,   reproduce,
                     disclose,  or dispose of in any manner and for any  purpose
                     whatsoever, and have or permit others to do so.

              (ii)   If the Government desires to obtain copyright in data first
                     produced in the performance of this contract and permission
                     has not been granted as set forth in subdivision  (c)(1)(i)
                     of this  clause,  the  Contracting  Officer  may direct the
                     Contractor to establish, or authorize the establishment of,
                     claim to  copyright  in such data and to assign,  or obtain
                     the  assignment of, such copyright to the Government or its
                     designated assignee.

       (2)    Data not first produced in the  performance of this contract.  The
              Contractor  shall not,  without  prior  written  permission of the
              Contracting  Officer,  incorporate  in data  delivered  under this
              contract any data not first  produced in the  performance  of this
              contract and which contain the copyright  notice of 17 U.S.C.  401
              or 402,  unless the Contractor  clearly marks and identifies  such
              data at the time of  delivery  and  grants to the  Government,  or
              acquires on its behalf by the time of  delivery,  a license of the
              same scope as set forth in subparagraph (c)(1) of this clause.

(d)    Release and use restrictions.  Except as otherwise  specifically provided
       for in this  contract,  the  Contractor  shall not use for purposes other
       than the performance of this contract,  nor shall the Contractor release,
       reproduce,  distribute,  or  publish  any  data  first  produced  in  the
       performance  of this  contract,  nor authorize  others to do so,  without
       written permission of the Contracting Officer.

(e)    Indemnity.   The  Contractor  shall  indemnify  the  Government  and  its
       officers,  agents,  and employees  acting for the Government  against any
       liability,  including  costs and expenses,  incurred as the result of the
       violation of trade secrets, copyrights, or right of privacy or publicity,
       arising out of the creation,  delivery,  publication,  or use of any data
       furnished  under this contract;  or any libelous or other unlawful matter
       contained  in such data.  The  provisions  of the  paragraph do not apply
       unless  the  Government  provides  notice  to the  Contractor  as soon as
       practicable  of any claim or suit,  affords the Contractor an opportunity
       under  applicable  laws,  rules,  or  regulations  to  participate in the
       defense thereof,  and obtains the Contractor's  consent to the settlement
       of any suit or claim other than as required by final decree of a court of
       competent  jurisdiction;  nor  do  these  provisions  apply  to  material
       furnished to the Contractor by the Government and incorporated in data to
       which this clause applies.

(f)    Nothing  contained in this clause shall imply a license to the Government
       under any patent or be construed as affecting the scope of any license or
       other right otherwise granted to the Government under any patent.


                                       2
<PAGE>

(g)    Marking and  identification.  The contractor  shall mark all Subject Data
       with  the  number  of this  contract  and the  name  and  address  of the
       contractor or subcontractor  who generated the data. The contractor shall
       not affix any  restrictive  markings upon any Subject  Data,  and if such
       markings are affixed,  the Government  shall have the right, at any time,
       to modify, remove, obliterate, or ignore any such markings.

(h)    Subcontractor  data.  Whenever any Subject Data is to be obtained  from a
       subcontractor  under this contract,  the  contractor  shall use this same
       clause in the  Subcontractor,  without  alteration,  and no other  clause
       shall be used to  enlarge or  diminish  the  Government's  rights in that
       subcontractor Subject Data.

       (i)    Deferred  ordering and delivery of data. The Government shall have
              the right to order,  at any time  during the  performance  of this
              contract,  or within 2 years from either  acceptance  of all items
              (other  than  data),  to  be  delivered  under  this  contract  or
              termination of this contract, whichever is later, any Subject Data
              and any data not called for in the  schedule of this  contract but
              generated in performance of the contract, and the contractor shall
              promptly  prepare  and  deliver  such data as is  ordered.  If the
              principal   investigator   is  no  longer   associated   with  the
              contractor,  the  contractor  shall  exercise  its best efforts to
              prepare and  deliver  such data as is  ordered.  The  Government's
              ownership  or  right  to  use  data  delivered  pursuant  to  this
              paragraph  (i) shall be the same as the rights in Subject  Data as
              provided in paragraphs (b) and (c) above.  The contractor shall be
              relieved of the  obligation to furnish data  pertaining to an item
              obtained from a subcontractor  upon the expiration of 2 years from
              the date it accepts  such  items.  When data,  other than  Subject
              Data, is delivered  pursuant to this paragraph (i),  payment shall
              be made, by equitable adjustment or otherwise,  for converging the
              data into the prescribed form,  reproducing it or preparing it for
              delivery.


                                       3



<PAGE>

                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM D

                          BUSINESS PRACTICE GUIDELINES

A.   Business Ethics

     CONTRACTOR  shall perform the WORK under this Agreement in accordance  with
     applicable law and high ethical  standards.  CONTRACTOR,  in performing the
     WORK,  shall not attempt to influence  present or prospective  customers of
     UNISYS in the public or private  sector  through  making or  receiving  any
     payments  not  otherwise  specified  in  this  Agreement  or in  any  other
     contractual  arrangement between CONTRACTOR or UNISYS and a third party and
     shall not  maintain  slush  funds or make  political  contributions  in any
     manner  which  would  imply that such  illegal  payments  are made by or on
     behalf  of  UNISYS,  including  its  subsidiaries,   affiliates,  officers,
     directors  and  employees,  or in  relation  to  the  WORK.  In  the  event
     CONTRACTOR breaches any of these provisions, UNISYS shall have the right to
     cancel  this  Agreement  and obtain a full refund of all  payments  made to
     CONTRACTOR hereunder.

B.   Political Contributions

     No contribution in cash,  services,  or otherwise shall be made directly or
     indirectly  by  CONTRACTOR or any  individual  or  organization  related to
     CONTRACTOR on behalf of UNISYS,  its  subsidiaries,  affiliates,  officers,
     directors or employees, to any political campaign or candidate,  whether or
     not the  contribution  could  otherwise  be  lawfully  made in the  country
     concerned.  Neither  CONTRACTOR nor any individual or organization  related
     thereto  shall be  reimbursed,  directly  or  indirectly,  by  UNISYS,  its
     subsidiaries,  affiliates,  officers,  directors or employees  for any such
     contribution to a political campaign or candidate.

     Neither CONTRACTOR nor any individual or organization related thereto shall
     solicit  on behalf  of  UNISYS,  its  subsidiaries,  affiliates,  officers,
     directors or employees from any one or more other such directors,  officers
     or employees any contribution to any political campaign or candidate with a
     view  toward  transmission  of the  amounts  collected  to a  candidate  or
     campaign  fund as  contributions  on behalf of  CONTRACTOR  or UNISYS,  its
     subsidiaries, affiliates, officers, directors or employees.

     Nothing  in this  statement  of  UNISYS  Business  Practice  Guidelines  is
     intended in any way to restrict lawful personal contributions by CONTRACTOR
     or any  individual  or  organization  related  thereto.  The intent of this
     policy as it relates to political contributions is to prevent the inference
     that the  contribution  is being  made by or on  behalf of  UNISYS,  or any
     subsidiary,  affiliate,  officer, director or employee of UNISYS, singly or
     as a group.


                                       1

<PAGE>



                          TECHNICAL SERVICES AGREEMENT

                                   ADDENDUM E

                            GSA FLOWDOWN PROVISIONS

























                                       1

<PAGE>


                                   ADDENDUM E

                        GENERAL SERVICES ADMINISTRATION
                                CONTRACT CLAUSES
                           CONTRACT NO. GS-35F-3314D


     SELLER agrees to comply with all applicable Federal,  State and local laws,
executive orders, rules and regulations applicable to its performance under this
Agreement.  SELLER  agrees  to comply  with the  following  Federal  Acquisition
Regulation clauses, which shall be deemed incorporated by reference:

     The following  clauses,  as amended and modified  below,  are applicable to
this   order/subcontract.   Without   limiting  any  other   provisions  of  the
order/subcontract,   the  clauses  are   incorporated  by  reference  into  this
order/subcontract  with the same  force and  effect as though  set forth in full
text.  The dates of the clauses  incorporated  by reference  are the same as the
corresponding  clause in the prime  contract  or higher  tier  subcontract.  The
following definitions shall apply to this order/subcontract  except as otherwise
specifically provided.

     "BUYER" - Means legal entity issuing this Order/Subcontract.

     "CONTRACTING OFFICER" - Means Buyer's authorized  representative who signed
     this Order/Subcontract or is identified elsewhere in this Order/Subcontract
     and will mean Contracting Officer,  whenever  appropriate,  where indicated
     elsewhere in these terms and conditions.

     "CONTRACTOR" - Means Seller.

     "SELLER" - means Legal entity which contracts with the Buyer.

     "CONTRACT" or "SCHEDULE" - Means this Order/Subcontract.

     "SUBCONTRACTOR" - Means Seller's subcontractors.

     "GOVERNMENT" - Means Buyer and will mean Government,  whenever appropriate,
where indicated elsewhere in these terms and conditions.

<TABLE>
<CAPTION>
CLAUSE                     TITLE
------                     -----
<S>                       <C>
52.202-1                   DEFINITIONS (OCT 1995)
52.203-3                   GRATUITIES (APR 1995)
52.203-6                   RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
                             (JUL 1995)
52.203-10                  PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
                             ACTIVITY (SEP 1990)
52.203-13                  PROCUREMENT INTEGRITY - SERVICE CONTRACTING
                             (APR 1984)
52.204-2                   SECURITY REQUIREMENTS (APR 1984)
52.209-6                   PROTECTING THE GOVERNMENT'S INTEREST WHEN
                             SUBCONTRACTING WITH CONTRACTORS DEBARRED,
                             SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
52.211-15                  DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
                             (SEP 1990)
52.215-2                   AUDIT AND RECORDS - NEGOTIATION (AUG 1996)
52.215-22                  PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
                             (OCT 1995)
52.215-23                  PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-
                             MODIFICATIONS (OCT 1995)
52.215-24                  SUBCONTRACTOR COST OR PRICING DATA
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>
CLAUSE                     TITLE
------                     -----
<S>                       <C>
                             (OCT 1995)
52.215-25                  SUBCONTRACTOR COST OR PRICING DATA- MODIFICATIONS
                             (OCT 1995)
52.215-26                  INTEGRITY OF UNIT PRICES (OCT 1995)
52-215-27                  TERMINATION OF DEFINED BENEFIT PENSION PLANS
                             (MAR 1996)
52.215-31                  WAIVER OF FACILITIES CAPITAL COST OF MONEY
                             (SEP 1987)
52.215-33                  ORDER OF PRECEDENCE (JAN 1986)
52.215-39                  REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT
                             BENEFITS OTHER THAN PENSIONS (OCT 1996)
52.215-40                  NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995)
52.216-18                  ORDERING (OCT 1995)
52.216-22                  INDEFINITE QUANTITY (APR 1984)
52.217-8                   OPTION TO EXTEND SERVICES (AUG 1989)
52.219-2                   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL
                             BUSINESS SUBCONTRACTING PLAN
52.219-8                   UTILIZATION OF SMALL, SMALL DISADVANTAGED AND
                             WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 1995)
52.219-16                  LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (OCT 1995)
52.222-1                   NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)
52.222-3                   CONVICT LABOR (APR 1984)
52.222-26                  EQUAL OPPORTUNITY (APR 1984)
52.222-28                  EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS
                             (OVER $1,000,000)(APR 1984)
52.222-35                  AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM
                             ERA VETERANS (APR 1994)(DEVIATION)
52.222-36                  AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
52.222-37                  EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND
                             VETERANS OF THE VIETNAM ERA (JAN 1988)
52.222-41                  SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)
52.222-43                  FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT -
                             PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION
                             CONTRACTS)(MAY 1989)
52.222-46                  EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES
                             (FEB 1993)
52.223-3                   HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY
                             DATA (NOV 1991)
52.224-1                   PRIVACY ACT NOTIFICATION (APR 1984)
52.224-2                   PRIVACY ACT (APR 1984)
52.225-11                  RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)
52.225-14                  INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION
                             OF CONTRACT (AUG 1989)
52.227-2                   NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
                             INFRINGEMENT (AUG 1996)
52.227-3                   PATENT INDEMNITY (APR 1984)
52.227-14                  RIGHTS IN DATA - GENERAL (JUN 1987)
52.227-19                  COMMERCIAL COMPUTER SOFTWARE - RESTRICTED
</TABLE>


                                       2

<PAGE>

<TABLE>
<CAPTION>
CLAUSE                     TITLE
------                     -----
<S>                       <C>
                             RIGHTS (JUN 1987)
52.229-1                   STATE AND LOCAL TAXES (APR 1984)
52.229-3                   FEDERAL, STATE, AND LOCAL TAXES (OVER $100,000)
                             (JAN 1991)
52.229-5                   TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR
                             PUERTO RICO (APR 1984)
52.230-2                   COST ACCOUNTING STANDARDS (AUG 1992)
52.230-3                   DISCLOSURE AND CONSISTENCY OF COST COST ACCOUNTING
                             PRACTICES (AUG 1993)
52.230-4                   CONSISTENCY IN COST ACCOUNTING PRACTICES (AUG 1993)
52.230-6                   ADMINISTRATION OF COST ACCOUNTING STANDARDS
                             (APR 1996)
52.232-1                   PAYMENTS (APR 1984)
52.232-11                  EXTRAS (APR 1984)
52.232-23                  ASSIGNMENT OF CLAIMS (JAN 1986)
52.232-25                  PROMPT PAYMENT (MAR 1994)
52.232-28                  ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989)
52.233-1                   DISPUTES (OCT 1995)
52.233-3                   PROTEST AFTER AWARD (OCT 1995)
52.237-2                   PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND
                             VEGETATION (APR 1984)
52.237-3                   CONTINUITY OF SERVICES (JAN 1991)
52.239-1                   PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
52.242-13                  BANKRUPTCY (OVER $100,000)(JUL 1995)
52.243-1                   CHANGES - FIXED PRICE (AUG 1987)
52.244-1                   SUBCONTRACTS (FIXED PRICE CONTRACTS)(FEB 1995)
52.244-5                   COMPETITION IN SUBCONTRACTING (JAN 1995)
52.246-2                   INSPECTION OF SUPPLIES - FIXED PRICE (AUG 1996)
52.246-4                   INSPECTION OF SERVICES - FIXED PRICE (AUG 1996)
52.246-16                  RESPONSIBILITY FOR SUPPLICES (APR 1984)
52.247-63                  PREFERENCE FOR U.S. - FLAG AIR CARRIERS (APR 1984)
52.247-64                  PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL
                             VESSELS
52.249-2                   TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
                             (FIXED-PRICE)(APR 1984)
52.249-8                   DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)(OVER
                             $100,000)(APR 1984)
</TABLE>




                                       3