EXHIBIT 10.4


                                 INFORMAX, INC.

                            INVESTOR RIGHTS AGREEMENT


     THIS INVESTOR RIGHTS AGREEMENT (the  "AGREEMENT") is entered into as of the
22nd day of June, 1999, by and among INFORMAX, INC., a Delaware corporation (the
"COMPANY") and the entity(ies) listed on the "Schedule of Investors" attached as
Exhibit  A  hereto   (together,   the  "INVESTORS"  and  each   individually  an
"INVESTOR").

                                    RECITALS

     WHEREAS,  the Company and the Investors  are parties to a certain  Series A
Preferred  Stock  Purchase  Agreement  (the  "PURCHASE  AGREEMENT") of even date
herewith,  pursuant  to which  the  Company  proposes  to sell and  issue to the
Investors up to Two Million One Hundred  Sixty-One  Thousand  Two Hundred  Sixty
Five (2,161,265) shares of the Company's Series A Preferred Stock (the "SERIES A
STOCK");

     WHEREAS,  in order to  induce  the  Investors  to enter  into the  Purchase
Agreement,  the  Company  has  agreed to extend  to the  Investors  registration
rights, information rights and other rights as set forth in this Agreement; and

     WHEREAS,  unless otherwise  defined herein,  capitalized  terms used herein
shall be given the meanings ascribed to such terms in the Purchase Agreement.

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties,  covenants  and  conditions  set forth in this  Agreement and in the
Purchase Agreement, the parties mutually agree as follows:

SECTION 1. GENERAL

     1.1  DEFINITIONS.  As used in this Agreement the following terms shall have
the following respective meanings:

     "COMMON  STOCK" means the  authorized  Voting  Common  Stock and  Nonvoting
Common Stock of the Company.

     "EXCHANGE  ACT" means the Securities  Exchange Act of 1934, as amended,  or
any  similar  federal  statute,  and  the  rules  and  regulations  of  the  SEC
thereunder,  all as the same  shall be in  effect at the  time.  Reference  to a
particular  section  of the  Exchange  Act  shall  include  a  reference  to the
comparable section, if any, of any such similar federal statute.

     "FAMILY MEMBER" means a person who is a spouse, child, parent or sibling of
the Holder or one or more trusts  established for the exclusive  benefit of such
Holder and/or one or more of such persons.


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     "FORM S-3" means  such form  under the  Securities  Act as in effect on the
date  hereof  or any  successor  registration  form  under  the  Securities  Act
subsequently  adopted by the SEC which  permits  inclusion or  incorporation  of
substantial  information  by reference to other  documents  filed by the Company
with the SEC.

     "HOLDER" means any person owning of record Registrable Securities that have
not been sold to the public or  pursuant  to Rule 144 any  assignee of record of
such  Registrable  Securities  to whom  rights  under  Section  2 have been duly
assigned in accordance with Section 2.11 hereof.

     "INITIAL  OFFERING" means the Company's first firm commitment  underwritten
public offering of its Common Stock registered under the Securities Act.

     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a  registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act,  and the  declaration  or  ordering  of  effectiveness  of such
registration statement or document.

     "REGISTRABLE  SECURITIES"  means (a) Common Stock of the Company  issued or
issuable upon conversion of the Shares;  and (b) any Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant,  right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement  of, such  above-described  securities.
Notwithstanding  the  foregoing,  Registrable  Securities  shall not include any
securities  sold by a person to the public or sold  pursuant to Rule 144 or sold
in a  transaction  in which  the  transferor's  rights  under  Section 2 of this
Agreement are not assigned in accordance with this Agreement.

     "REGISTRABLE  SECURITIES  THEN  OUTSTANDING"  shall be the number of shares
determined  by  calculating  the total number of shares of the Common Stock that
are Registrable Securities and either (a) are then issued and outstanding or (b)
are issuable pursuant to then exercisable or convertible securities.

     "REGISTRATION  EXPENSES" shall mean all expenses incurred by the Company in
complying with Sections 2.2, 2.3 and 2.4 hereof, including,  without limitation,
all registration and filing fees,  printing expenses,  fees and disbursements of
counsel for the Company,  reasonable fees and  disbursements of a single special
counsel  for the  Holders,  blue sky fees and  expenses  and the  expense of any
special audits incident to or required by any such  registration  (but excluding
the compensation of regular  employees of the Company which shall be paid in any
event by the Company).

     "RULE  144" means Rule 144 under the  Securities  Act,  as such rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the Commission.

     "SEC" or "COMMISSION"  means the Securities and Exchange  Commission or any
other Federal agency at the time administering the Securities Act.


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     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SELLING  EXPENSES"  shall  mean all  underwriting  discounts  and  selling
commissions applicable to the sale of Registrable Securities.

     "SHARES"  shall mean the  Company's  Series A Stock issued  pursuant to the
Purchase  Agreement  and held by the  Investors  listed on  Exhibit A hereto and
their permitted assigns.

SECTION 2. RESTRICTIONS ON TRANSFER; REGISTRATION

     2.1 RESTRICTIONS ON TRANSFER.

     (A) Each Holder agrees not to make any disposition of all or any portion of
the Shares or Registrable Securities:

          (I) unless and until there is then in effect a registration  statement
     under the  Securities  Act  covering  such  proposed  disposition  and such
     disposition is made in accordance with such registration statement;

          (II) in the event that any underwriting  arrangements described herein
     require the Holders to refrain from making any such disposition;

          (III)  unless  and  until  (A)  the   transferee  of  such  Shares  or
     Registrable  Securities  has agreed with the Company in writing to be bound
     by and comply with the terms of this Agreement,  (B) such Holder shall have
     notified the Company of the proposed  disposition  and shall have furnished
     the Company with a detailed statement of the circumstances  surrounding the
     proposed disposition,  and (C) if reasonably requested by the Company, such
     Holder  shall have  furnished  the  Company  with an  opinion  of  counsel,
     reasonably  satisfactory  to the Company,  that such  disposition  will not
     require registration of such shares under the Securities Act; or

          (IV)  to any  Competitor  of the  Company.  For the  purposes  of this
     Agreement,  the term "COMPETITOR"  means any person,  partnership,  limited
     liability  company,  corporation  or other entity  (other than the Company)
     which is  engaged  as its  principal  line of  business,  in the  Company's
     Business."  For  the  purposes  of  this  Agreement,  the  term  "COMPANY'S
     BUSINESS"  means  the  business  of  [the   development  and  licensing  of
     pharma-informactic software tools of the type developed by the Company].

          (V)  Notwithstanding  the provisions of paragraphs (i) and (iv) above,
     no such  registration  statement  under the  Securities  Act or  opinion of
     counsel  shall be  necessary  for a  transfer  by a  Holder  which is (A) a
     partnership  to  its  partners  or  former   partners  in  accordance  with
     partnership  interests,  (B) a limited  liability company to its members or
     former members in accordance  with their interest in the limited  liability
     company,  or (C) to the Holder's  Family Member or trust for the benefit of
     an individual Holder; provided that in each case the transferee


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will be subject to the terms of this  Agreement to the same extent as if he were
an original Holder hereunder.

     (B) Each certificate  representing  Shares or Registrable  Securities shall
(unless  otherwise  permitted by the  provisions of the Agreement) be stamped or
otherwise  imprinted  with legends  substantially  similar to the  following (in
addition to any legend required under applicable state securities laws):

          THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
          AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE
          "ACT") OR ANY APPLICABLE  STATE SECURITIES LAWS. SUCH SHARES SHALL NOT
          BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  ASSIGNED,  PLEDGED  OR
          HYPOTHECATED  UNLESS AND UNTIL  REGISTERED UNDER THE ACT OR UNLESS THE
          COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
          AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED

          THE TRANSFER OF SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          THE  RESTRICTIONS  SET FORTH IN AN  INVESTOR  RIGHTS  AGREEMENT  WHICH
          CONTAINS  RESTRICTIONS  ON TRANSFER  OTHER THOSE IMPOSED BY SECURITIES
          LAWS.  COPIES OF THE INVESTORS  RIGHTS AGREEMENT MAY BE OBTAINED AT NO
          COST  BY  WRITTEN  REQUEST  MADE  BY THE  HOLDER  OF  RECORD  OF  THIS
          CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE COMPANY'S PRINCIPAL
          PLACE OF BUSINESS.

     (C)  The  Company  shall  be  obligated  to  reissue  promptly   unlegended
certificates  at the  request  of any holder  thereof  if the holder  shall have
obtained an opinion of counsel  (which  counsel  may be counsel to the  Company)
reasonably  acceptable to the Company to the effect that the securities proposed
to  be  disposed  of  may  lawfully  be so  disposed  of  without  registration,
qualification or legend.

     (D) Any legend  endorsed  on an  instrument  pursuant to  applicable  state
securities  laws  and  the  stop-transfer  instructions  with  respect  to  such
securities  shall be  removed  upon  receipt  by the  Company of an order of the
appropriate blue sky authority authorizing such removal.


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     2.2 DEMAND REGISTRATION.

     (A) Subject to the  conditions  of this Section  2.2, if the Company  shall
receive a written request from the Holders of not less than thirty percent (30%)
of the Registrable  Securities then outstanding (the "INITIATING  HOLDERS") that
the Company file a registration  statement under the Securities Act covering the
registration  of  Registrable  Securities  then  outstanding,  and such offering
provides  for an  anticipated  aggregate  offering  price,  net of  underwriting
discounts and commissions, of not less than Twenty Million Dollars ($20,000,000)
(a "QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days
of the receipt thereof,  give written notice of such request to all Holders and,
subject to the limitations of this Section 2.2 and the  registration  procedures
set forth in Section  2.7  hereof,  use its best  efforts to effect,  as soon as
practicable,  to register under the Securities  Act all  Registrable  Securities
that the Holders request to be registered.

     (B)  If  the  Initiating  Holders  intend  to  distribute  the  Registrable
Securities  covered by their request by means of an underwriting,  they shall so
advise the Company as a part of their  request made pursuant to this Section 2.2
or any  request  pursuant  to Section 2.4 and the  Company  shall  include  such
information  in the  written  notice  referred  to in Section  2.2(a) or Section
2.4(a),  as  applicable.  In such event,  the right of any Holder to include its
Registrable  Securities  in such  registration  shall be  conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders proposing to distribute their securities through such underwriting shall
enter into an  underwriting  agreement in customary form with the underwriter or
underwriters  selected  for such  underwriting  by a majority in interest of the
Initiating  Holders  (which  underwriter  or  underwriters  shall be  reasonably
acceptable to the Company).  Notwithstanding any other provision of this Section
2.2 or Section  2.4,  if the  underwriter  advises the  Company  that  marketing
factors  require a limitation  of the number of  securities  to be  underwritten
(including Registrable  Securities) then the Company shall so advise all Holders
of Registrable Securities which would otherwise be underwritten pursuant hereto,
and the  number of shares  that may be  included  in the  underwriting  shall be
allocated  to the  Holders of such  Registrable  Securities  on a pro rata basis
based  on  the  number  of  Registrable  Securities  held  by all  such  Holders
(including the Initiating Holders); provided, however, that the number of shares
of Registrable  Securities to be included in such  underwriting and registration
shall not be  reduced  unless  all other  securities  of the  Company  are first
entirely  excluded  from the  underwriting  and  registration.  Any  Registrable
Securities  excluded or withdrawn from such underwriting shall be withdrawn from
the registration.

     (C)  Notwithstanding  the  foregoing,  the Company shall not be required to
effect a registration pursuant to Section 2.2(a):

          (I) prior to the earlier of (A) the third  anniversary  of the date of
     this Agreement or (B) one hundred eighty (180) days following the effective
     date of the registration statement pertaining to the Initial Offering;


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          (II) after the Company has effected two (2) registrations  pursuant to
     Section  2.2(a),  and such  registrations  have been  declared  or  ordered
     effective;

          (III)  during  the  period  starting  with the date of filing  of, and
     ending on the date one hundred  eighty (180) days  following  the effective
     date of the  registration  statement  pertaining  to the Initial  Offering;
     provided that the Company makes reasonable good faith efforts to cause such
     registration statement to become effective;

          (IV) if within  thirty (30) days of receipt of a written  request from
     Initiating  Holders pursuant to Section 2.2(a), the Company gives notice to
     the Holders of the Company's  intention to file its Initial Offering within
     ninety (90) days of such Company notice to the Holders;

          (V) if the Company shall furnish to Holders  requesting a registration
     statement  pursuant  to this  Section  2.2,  a  certificate  signed  by the
     Chairman of the Board stating that in the good faith  judgment of the Board
     of  Directors  of the Company,  it would be  seriously  detrimental  to the
     Company and its shareholders for such registration statement to be effected
     at such time, in which event the Company shall have the right to defer such
     filing for a period of not more than ninety (90) days after  receipt of the
     request  of the  Initiating  Holders;  provided  that such right to delay a
     request  shall be exercised by the Company not more than once in any twelve
     (12) month period; or

          (VI) if the  Initiating  Holders  propose  to  dispose  of  shares  of
     Registrable  Securities  that  may be  immediately  registered  on Form S-3
     pursuant to a request made pursuant to Section 2.4 below.

     2.3  PIGGYBACK  REGISTRATIONS.  The  Company  shall  notify all  Holders of
Registrable Securities in writing at least fifteen (15) days prior to the filing
of any registration  statement under the Securities Act for purposes of a public
offering  of  securities  of  the  Company  (including,   but  not  limited  to,
registration  statements  relating to secondary  offerings of  securities of the
Company,  but excluding  registration  statements  relating to employee  benefit
plans or with respect to corporate  reorganizations  or other transactions under
Rule 145 of the Securities  Act) and will afford each such Holder an opportunity
to  include  in such  registration  statement  all or  part of such  Registrable
Securities  held by such  Holder.  Each  Holder  desiring to include in any such
registration  statement all or any part of the Registrable Securities held by it
shall,  within  fifteen  (15) days  after the  above-described  notice  from the
Company, so notify the Company in writing.  Such notice shall state the intended
method of disposition of the Registrable  Securities by such Holder. If a Holder
decides not to include all of its  Registrable  Securities  in any  registration
statement  thereafter  filed by the  Company,  such  Holder  shall  nevertheless
continue  to have  the  right  to  include  any  Registrable  Securities  in any
subsequent  registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities,  all upon the terms and
conditions set forth herein.

     (A)  UNDERWRITING.  If the  registration  statement under which the Company
gives notice under this Section 2.3 is for an underwritten offering, the Company
shall so advise


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the Holders of  Registrable  Securities.  In such  event,  the right of any such
Holder to be included in a  registration  pursuant to this  Section 2.3 shall be
conditioned  upon  such  Holder's  participation  in such  underwriting  and the
inclusion of such Holder's  Registrable  Securities in the  underwriting  to the
extent provided herein.  All Holders  proposing to distribute their  Registrable
Securities through such underwriting shall enter into an underwriting  agreement
in  customary  form  with the  underwriter  or  underwriters  selected  for such
underwriting  by  the  Company.  Notwithstanding  any  other  provision  of  the
Agreement,  if the underwriter  determines in good faith that marketing  factors
require a limitation of the number of shares to be  underwritten,  the number of
shares  that may be included in the  underwriting  pursuant to this  Section 2.3
shall be allocated,  first, to the Company; second, to the Holders on a pro rata
basis based on the total number of Registrable  Securities  held by the Holders;
and third, to any shareholder of the Company (other than a Holder) on a pro rata
basis.  No such  reduction  shall reduce the amount of securities of the selling
Holders  included in the  registration  below  twenty-five  percent (25%) of the
total amount of securities  included in such registration,  unless such offering
is the Initial  Offering and such  registration  does not include  shares of any
other  selling  shareholders,  in  which  event  any or  all of the  Registrable
Securities  of the Holders may be excluded in  accordance  with the  immediately
preceding sentence.  In no event will shares of any other selling shareholder be
included in such registration  which would reduce the number of shares which may
be included by Holders  without the written  consent of Holders of not less than
sixty-six  and  two-thirds  percent  (66  2/3%)  of the  Registrable  Securities
proposed to be sold in the offering.  If any Holder  disapproves of the terms of
any such  underwriting,  such Holder may elect to withdraw  therefrom by written
notice to the Company and the underwriter,  delivered at least ten (10) business
days prior to the effective date of the registration statement.  Any Registrable
Securities  excluded or withdrawn from such  underwriting  shall be excluded and
withdrawn  from the  registration.  For any  Holder  which is a  partnership  or
corporation,  the partners, retired partners and shareholders of such Holder, or
the estates and Family Members of any such partners and retired partners and any
trusts for the benefit of any of the  foregoing  person  shall be deemed to be a
single "HOLDER",  and any pro rata reduction with respect to such "HOLDER" shall
be based upon the aggregate amount of shares carrying  registration rights owned
by all entities and  individuals  included in such  "HOLDER," as defined in this
sentence.

     (B) RIGHT TO TERMINATE  REGISTRATION.  The Company  shall have the right to
terminate  or withdraw any  registration  initiated by it under this Section 2.3
prior to the  effectiveness of such  registration  whether or not any Holder has
elected to include securities in such registration. The Registration Expenses of
such  withdrawn  registration  shall be borne by the Company in accordance  with
Section 2.5 hereof.

     2.4 FORM S-3  REGISTRATION.  In case the  Company  shall  receive  from any
Holder or Holders of Registrable  Securities a written  request or requests that
the Company effect a registration  on Form S-3 (or any successor to Form S-3) or
any similar short-form  registration  statement and any related qualification or
compliance with respect to all or a part of the Registrable  Securities owned by
such Holder or Holders, the Company will:


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     (A) promptly  give written  notice of the  proposed  registration,  and any
related  qualification  or  compliance,  to all  other  Holders  of  Registrable
Securities; and

     (B)  as  soon  as  practicable,  effect  such  registration  and  all  such
qualifications  and  compliances  as may be so requested  and as would permit or
facilitate the sale and  distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request,  together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such  request as are  specified  in a written  request  given  within
fifteen  (15) days  after  receipt  of such  written  notice  from the  Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.4:

          (I) if Form S-3 (or any  successor to Form S-3) is not  available  for
     such offering by the Holders;

          (II) if the Holders, together with the holders of any other securities
     of the Company entitled to inclusion in such registration,  propose to sell
     Registrable  Securities and such other  securities (if any) at an aggregate
     price to the public of less than Five Hundred Thousand dollars ($500,000);

          (III) if within  thirty  (30) days of receipt of a written  request to
     effect such Form S-3 registration,  the Company gives notice to the Holders
     of the  Company's  intention to make a public  offering  within ninety (90)
     days of the Company's notice to the Holders;

          (IV) if the Company shall furnish to the Holders a certificate  signed
     by the Chairman of the Board of  Directors  of the Company  stating that in
     the good faith judgment of the Board of Directors of the Company,  it would
     be seriously  detrimental to the Company and its shareholders for such Form
     S-3  registration  to be effected at such time,  in which event the Company
     shall  have the  right to defer  the  filing  of the Form S-3  registration
     statement  for a period of not more than ninety (90) days after  receipt of
     the request of the Holder or Holders under this Section 2.4; provided, that
     such right to delay a request  shall be  exercised  by the Company not more
     than once in any twelve (12) month period;

          (V) if the Company has, within the twelve (12) month period  preceding
     the date of such request, already effected one (1) registration on Form S-3
     for the Holders pursuant to this Section 2.4; or

          (VI) in any  particular  jurisdiction  in which the  Company  would be
     required  to qualify  to do  business  or to  execute a general  consent to
     service  of  process  in  effecting  such  registration,  qualification  or
     compliance.

     (C)  Subject  to  the  foregoing,   the  Company  shall  file  a  Form  S-3
registration  statement covering the Registrable Securities and other securities
so  requested  to be  registered  as soon as  practicable  after  receipt of the
request or requests of the Holders. Registrations effected


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pursuant to this Section 2.4 shall not be counted as demands for registration or
registrations effected pursuant to Sections 2.2 or 2.3, respectively.

     (D)  Notwithstanding  the  foregoing,  the Company shall not be required to
effect a  registration  pursuant  to this  Section  2.4  after the  Company  has
effected  three (3)  registrations  on Form S-3 pursuant to this Section 2.4 (or
four  (4)  registrations  on  Form  S-3 if  the  Holders  have  not  demanded  a
registration pursuant to Section 2.2), and such registrations have been declared
or ordered effective.

     2.5 NO  REGISTRATION  OF  SERIES A STOCK.  The  registration  rights of the
Holders  set  forth in this  Agreement  apply  only to the  Common  Stock of the
Company and nothing in this Agreement shall obligate the Company to register any
of the Series A Stock.

     2.6 EXPENSES OF REGISTRATION.  Except as specifically  provided herein, all
Registration   Expenses   incurred   in   connection   with  any   registration,
qualification or compliance  pursuant to Section 2.2 or any  registration  under
Section 2.3 or Section  2.4 herein  shall be borne by the  Company.  All Selling
Expenses incurred in connection with any registrations hereunder, shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.  The Company shall not, however,  be required to
pay for the expenses of any  registration  proceeding begun pursuant to Sections
2.2 or 2.4,  the  request  of  which  has  been  subsequently  withdrawn  by the
Initiating  Holders,  unless (a) the  withdrawal is based upon material  adverse
information  concerning  the Company of which the Company was aware and of which
the  Initiating  Holders were not aware at the time of such request;  or (b) the
Holders of a majority of Registrable  Securities agree to forfeit their right to
one requested registration pursuant to Section 2.2 or Section 2.4, as applicable
(in which event such right shall be  forfeited by all  Holders).  If the Holders
are required to pay the Registration  Expenses,  such expenses shall be borne by
the holders of securities  (including  Registrable  Securities)  requesting such
registration  in proportion to the number of shares for which  registration  was
requested.  If the  Company is required  to pay the  Registration  Expenses of a
withdrawn  offering  pursuant to clause (a) above,  then the  Holders  shall not
forfeit  their  rights  pursuant  to  Section  2.2 or  Section  2.4 to a  demand
registration.

     2.7   OBLIGATIONS  OF  THE  COMPANY.   Whenever   required  to  effect  the
registration of any Registrable Securities,  the Company shall, as expeditiously
as reasonably possible:

     (A) Prepare and file with the SEC a registration  statement with respect to
such  Registrable  Securities  and use all  reasonable  efforts  to  cause  such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable  Securities  registered  thereunder,  keep such
registration  statement  effective  for up to thirty  (30) days or, if  earlier,
until the Holder or Holders have completed the distribution related thereto. The
Company shall not be required to file, cause to become effective or maintain the
effectiveness of any registration  statement that contemplates a distribution of
securities  on a delayed  or  continuous  basis  pursuant  to Rule 415 under the
Securities Act.


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<PAGE>


     (B) Prepare and file with the SEC such  amendments and  supplements to such
registration   statement  and  the  prospectus  used  in  connection  with  such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for the period set forth in Section 2.7(a) above.

     (C) Furnish to the Holders such number of copies of a prospectus, including
a preliminary prospectus,  in conformity with the requirements of the Securities
Act,  and such  other  documents  as they  may  reasonably  request  in order to
facilitate the disposition of Registrable Securities owned by them.

     (D) Use its reasonable  best efforts to register and qualify the securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders;
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions.

     (E) In the  event  of any  underwritten  public  offering,  enter  into and
perform its obligations under an underwriting  agreement, in usual and customary
form,  with  the  managing   underwriter(s)   of  such  offering.   Each  Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

     (F)  Notify  each  Holder  of  Registrable   Securities   covered  by  such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

     (G) Use its best  efforts  to  furnish,  on the date that such  Registrable
Securities are delivered to the  underwriters  for sale, if such  securities are
being sold through underwriters,  (i) an opinion,  dated as of such date, of the
counsel representing the Company for the purposes of such registration,  in form
and substance as is customarily given to underwriters in an underwritten  public
offering,  addressed to the underwriters,  if any, and (ii) a letter dated as of
such date, from the independent  certified public accountants of the Company, in
form and  substance as is  customarily  given by  independent  certified  public
accountants to underwriters in an underwritten  public offering addressed to the
underwriters.

     2.8 TERMINATION OF REGISTRATION  RIGHTS.  All  registration  rights granted
under Section 2.2 shall terminate and be of no further force and effect five (5)
years after the date of the Company's Initial Offering.  In addition, a Holder's
registration  rights  shall  expire  if  (a)  such  Holder  (together  with  its
affiliates,  partners and former partners) holds less than 1% of the Registrable
Securities,  or (b) all  Registrable  Securities  held by and  issuable  to such
Holder  (and its  affiliates,  partners,  former  partners,  members  and former
members) may be sold under Rule 144 during any ninety (90) day period.


                                       10
<PAGE>


     2.9 DELAY OF REGISTRATION; FURNISHING INFORMATION.

     (A) No  Holder  shall  have  any  right  to  obtain  or seek an  injunction
restraining  or otherwise  delaying any such  registration  as the result of any
controversy   that  might   arise  with   respect  to  the   interpretation   or
implementation of this Section 2.

     (B) It shall be a condition  precedent to the obligations of the Company to
take any action  pursuant to Sections  2.2, 2.3 or 2.4 that the selling  Holders
shall  furnish  to  the  Company  such  information  regarding  themselves,  the
Registrable  Securities  held by them and the intended  method of disposition of
such  securities  as shall be  required  to  effect  the  registration  of their
Registrable Securities.

     (C) The Company shall have no obligation  with respect to any  registration
requested  pursuant to Section 2.2 or Section  2.4 if, due to the  operation  of
Section 2.2(b), the number of shares or the anticipated aggregate offering price
of the Registrable  Securities to be included in the registration does not equal
or exceed the  anticipated  aggregate  offering  price  required  to trigger the
Company's  obligation to initiate such  registration as specified in Section 2.2
or Section 2.4, as applicable.

     2.10 INDEMNIFICATION.  In the event any Registrable Securities are included
in a registration statement under Sections 2.2, 2.3 or 2.4:

     (A) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless each Holder,  the partners,  officers and directors of each Holder, any
underwriter  (as defined in the Securities Act) for such Holder and each person,
if any,  who  controls  such  Holder or  underwriter  within the  meaning of the
Securities  Act or the Exchange Act,  against any losses,  claims,  damages,  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the  following  statements,  omissions or violations
(collectively a "VIOLATION") by the Company: (i) any untrue statement or alleged
untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto,  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any state  securities  law in  connection  with the offering
covered by such registration statement;  and the Company will pay as incurred to
each such Holder, partner, officer, director,  underwriter or controlling person
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided however, that the indemnity agreement contained in this Section 2.10(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for


                                       11
<PAGE>


any such loss, claim,  damage,  liability or action to the extent that it arises
out of or is  based  upon a  Violation  which  occurs  in  reliance  upon and in
conformity with written  information  furnished  expressly for use in connection
with such registration by such Holder, partner, officer,  director,  underwriter
or controlling person of such Holder.

     (B) To the extent  permitted  by law,  each  Holder  will,  if  Registrable
Securities  held by such Holder are included in the  securities as to which such
registration qualifications or compliance is being effected,  indemnify and hold
harmless the Company,  each of its directors,  its officers and each person,  if
any,  who  controls the Company  within the meaning of the  Securities  Act, any
underwriter  and any other Holder  selling  securities  under such  registration
statement or any of such other Holder's  partners,  directors or officers or any
person  who  controls  such  Holder,  against  any  losses,  claims,  damages or
liabilities  (joint or  several)  to which  the  Company  or any such  director,
officer,  controlling  person,  underwriter  or other such  Holder,  or partner,
director,  officer or controlling person of such other Holder may become subject
under the  Securities  Act,  the  Exchange  Act or other  federal  or state law,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereto)  arise  out of or are  based  upon any  Violation,  in each case to the
extent (and only to the extent) that such Violation  occurs in reliance upon and
in  conformity  with  written  information  furnished  by such  Holder  under an
instrument duly executed by such Holder and stated to be specifically for use in
connection with such registration; and each such Holder will pay as incurred any
legal or other expenses reasonably  incurred by the Company (including,  without
limitation,  any expenses payable by the Company pursuant to Section 2.6 hereof)
or any such director, officer,  controlling person, underwriter or other Holder,
or partner,  officer,  director or  controlling  person of such other  Holder in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability  or  action  if it is  judicially  determined  that  there  was such a
Violation;  provided,  however,  that the indemnity  agreement contained in this
Section  2.10(b) shall not apply to amounts paid in settlement of any such loss,
claim,  damage,  liability or action if such settlement is effected  without the
consent  of the  Holder,  which  consent  shall  not be  unreasonably  withheld;
provided  further,  that in no event shall any indemnity under this Section 2.10
exceed the net proceeds from the offering received by such Holder.

     (C) Promptly after receipt by an indemnified  party under this Section 2.10
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any  indemnifying  party under this Section  2.10,  deliver to the  indemnifying
party a written notice of the commencement  thereof and the  indemnifying  party
shall have the right to  participate  in,  and,  to the extent the  indemnifying
party so desires,  jointly with any other  indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties;
provided,  however, that an indemnified party shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if materially prejudicial to its


                                       12
<PAGE>


ability to defend such  action,  shall  relieve such  indemnifying  party of any
liability to the indemnified  party under this Section 2.10, but the omission so
to deliver written notice to the  indemnifying  party will not relieve it of any
liability that it may have to any  indemnified  party  otherwise than under this
Section 2.10.

     (D) If the  indemnification  provided for in this Section 2.10 is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any losses,  claims,  damages or liabilities  referred to herein, the
indemnifying  party, in lieu of indemnifying  such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid or
payable by such  indemnified  party as a result of such loss,  claim,  damage or
liability in such  proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by  reference  to, among other  things,  whether the untrue or
alleged untrue  statement of a material fact or the omission to state a material
fact  relates  to  information  supplied  by the  indemnifying  party  or by the
indemnified  party  and the  parties'  relative  intent,  knowledge,  access  to
information  and  opportunity  to correct or prevent such statement or omission;
provided,  that in no event shall any  contribution by a Holder hereunder exceed
the net proceeds from the offering received by such Holder.

     (E) The  obligations  of the Company and Holders  under this  Section  2.10
shall  survive  completion  of  any  offering  of  Registrable  Securities  in a
registration  statement and the termination of this  Agreement.  No indemnifying
party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  indemnified  party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such indemnified  party of a release from
all liability in respect to such claim or litigation.

     (F) The  foregoing  indemnity  agreements  of the  Company  and Holders are
subject to the condition that, insofar as they relate to any Violation made in a
preliminary  prospectus but eliminated or remedied in the amended  prospectus on
file with the SEC at the time the  registration  statement  in question  becomes
effective  or the  amended  prospectus  filed with the SEC  pursuant to SEC Rule
424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the
benefit of any person if a copy of the Final  Prospectus  was  furnished  to the
indemnified  party  and was not  furnished  to the  person  asserting  the loss,
liability,  claim or damage at or prior to the time such  action is  required by
the Securities Act.

     2.11 ASSIGNMENT OF REGISTRATION  RIGHTS. The rights to cause the Company to
register Registrable  Securities pursuant to this Section 2 may be assigned by a
Holder to a  transferee  or assignee of  Registrable  Securities  which (a) is a
subsidiary, parent, general partner, limited partner, retired partner, member or
retired  member of a Holder,  (b) is a Holder's  Family  Member or trust for the
benefit of an individual  Holder,  or (c) acquires at least twenty percent (20%)
of the  shares of  Registrable  Securities  (as  adjusted  for stock  splits and
combinations); provided,


                                       13
<PAGE>


however,  (i) the  transferor  shall,  within ten (10) days after such transfer,
furnish to the Company written notice of the name and address of such transferee
or assignee and the securities  with respect to which such  registration  rights
are being  assigned  and (ii) such  transferee  shall agree in writing  with the
Company  to be  subject  to  all  restrictions  set  forth  in  this  Agreement.
Notwithstanding  the  foregoing,  the rights to cause the  Company  to  register
Registrable  Securities  pursuant  to this  Section 2 may not be  assigned  by a
Holder  to a  transferee  or  assignee  who  is a  Competitor  of  the  Company.
Notwithstanding anything to the contrary, no transfer of shares will require the
Company  to effect a  registration  of shares in excess of the  limitations  set
forth in Sections 2.2, 2.3 and 2.4 of this Agreement.

     2.12 AMENDMENT OF REGISTRATION  RIGHTS. Any provision of this Section 2 may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent  of the  Company  and the  Holders  of at least  sixty  six and
two-thirds percent (66 2/3%) of the Registrable Securities then outstanding. Any
amendment  or waiver  effected in  accordance  with this  Section  2.12 shall be
binding upon each Holder and the Company.  By acceptance  of any benefits  under
this Section 2, Holders of  Registrable  Securities  hereby agree to be bound by
the provisions hereunder.

     2.13 LIMITATION ON SUBSEQUENT  REGISTRATION  RIGHTS. After the date of this
Agreement,  the  Company  shall not,  without the prior  written  consent of the
Holders  of sixty  six and  two-thirds  percent  (66  2/3%)  of the  Registrable
Securities  then  outstanding,  enter  into any  agreement  with any  holder  or
prospective holder of any securities of the Company that would grant such holder
registration  rights  pari  passu or  senior  to those  granted  to the  Holders
hereunder.

     2.14 "MARKET STAND-OFF" AGREEMENT;  AGREEMENT TO FURNISH INFORMATION.  Each
Holder hereby agrees that such Holder shall not sell, pledge, transfer, make any
short sale of,  grant any option for the  purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any Common Stock
(or other  securities)  of the  Company  held by such  Holder  (other than those
included in the  registration)  for a period specified by the  representative of
the  underwriters  of Common Stock (or other  securities)  of the Company not to
exceed  one  hundred  eighty  (180)  days  following  the  effective  date  of a
registration  statement of the Company filed under the Securities Act;  provided
that (i) such agreement shall apply only to the Company's Initial Offering;  and
(ii) the  Company  shall  have used its  reasonable  best  efforts  to cause all
Holders of the Company's voting securities to enter into similar agreements; and
(iii) all  officers  and  directors  of the  Company and holders of at least one
percent (1%) of the Company's voting securities enter into similar agreements.

     Each Holder  agrees to execute and deliver such other  agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the  foregoing  or which  are  necessary  to give  further  effect  thereto.  In
addition,  if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, each Holder shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such  representative  in connection with the completion of any public
offering


                                       14
<PAGE>


of the Company's securities pursuant to a registration statement filed under the
Securities Act. The  obligations  described in this Section 2.14 shall not apply
to a registration  relating solely to employee benefit plans on Form S-1 or Form
S-8 or similar forms that may be  promulgated  in the future,  or a registration
relating  solely to a  Commission  Rule 145  transaction  on Form S-4 or similar
forms  that  may  be  promulgated   in  the  future.   The  Company  may  impose
stop-transfer  instructions with respect to the shares of Common Stock (or other
securities)  subject  to  the  foregoing  restriction  until  the  end  of  said
one-hundred eighty (180) day period.

     2.15 RULE 144 REPORTING. With a view to making available to the Holders the
benefits of certain rules and  regulations  of the SEC which may permit the sale
of the Registrable  Securities to the public without  registration,  the Company
agrees to use its best efforts to:

     (A)  Make  and keep  public  information  available,  as  those  terms  are
understood  and  defined  in SEC  Rule  144 or any  similar  or  analogous  rule
promulgated  under the Securities  Act, at all times after the effective date of
the first registration filed by the Company for an offering of its securities to
the general public;

     (B) File with the SEC, in a timely manner,  all reports and other documents
required of the Company under the Exchange Act; and

     (C) So long as a Holder owns any  Registrable  Securities,  furnish to such
Holder  forthwith  upon  request:  a written  statement by the Company as to its
compliance  with the reporting  requirements  of said Rule 144 of the Securities
Act, and of the  Exchange  Act (at any time after it has become  subject to such
reporting requirements); a copy of the most recent annual or quarterly report of
the Company;  and such other  reports and  documents as a Holder may  reasonably
request in availing  itself of any rule or  regulation of the SEC allowing it to
sell any such securities without registration.

SECTION 3. COVENANTS OF THE COMPANY

     3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

     (A) The Company  will  maintain  true books and records of account in which
full and correct entries will be made of all its business  transactions pursuant
to a system of  accounting  established  and  administered  in  accordance  with
generally accepted  accounting  principles  consistently  applied,  and will set
aside on its books all such proper  accruals  and  reserves as shall be required
under generally accepted accounting principles consistently applied.

     (B) As soon  as  practicable  after  the  end of  each  fiscal  year of the
Company,  and in any event within ninety (90) days thereafter,  the Company will
furnish  each  Investor a balance  sheet of the  Company,  as at the end of such
fiscal  year,  and a statement  of income and a  statement  of cash flows of the
Company,  for such year,  all prepared in  accordance  with  generally  accepted
accounting  principles  consistently  applied and setting  forth in each case in
comparative  form the figures for the previous  fiscal year,  all in  reasonable
detail. Such financial statements


                                       15
<PAGE>


shall be  accompanied  by a report and  opinion  thereon by  independent  public
accountants of national standing selected by the Company's Board of Directors.

     (C) The Company will furnish each Investor,  as soon as  practicable  after
the end of each month,  and in any event within twenty (20) days  thereafter,  a
balance  sheet of the Company as of the end of each such monthly  period,  and a
statement of income and a statement of cash flows of the Company for such period
and for the current fiscal year to date,  prepared in accordance  with generally
accepted  accounting  principles,  with  the  exception  that no  notes  need be
attached to such  statements  and year-end audit  adjustments  may not have been
made.

     (D) So long as an Investor  (with its  affiliates)  shall own not less than
one hundred thousand (100,000) shares of Registrable Securities (as adjusted for
stock splits and  combinations) (a "MAJOR  INVESTOR"),  the Company will furnish
each such Major Investor at least sixty (60) days prior to the beginning of each
fiscal year an annual operating plan and budget, prepared on a monthly basis for
the  ensuing  fiscal  year,  and  on  a  basis  consistent  with  prior  periods
(including, among other items, appropriate reserves, accruals and provisions for
income  taxes) and  representing  the best  estimate of the  Company  based upon
available  information.  The Company shall also furnish to such Major  Investor,
within a reasonable time of its preparation, amendments to the annual budget, if
any. Such budget shall include  underlying  assumptions and a brief  qualitative
description of the Company's plan by the Chief  Executive  Officer in support of
that budget.

     (E) The Company will notify each Investor,  as soon as practicable,  and in
any event within ten (10) days of discovery, of (i) any event (including pending
or threatened  litigation)  which could have a material  adverse effect upon the
financial  condition or results of operations  of the Company  considered in the
aggregate;  (ii) any change in any material fact or circumstance  represented or
warranted in this  Agreement,  (iii) a default or any event or occurrence  which
with the  lapse of time or  notice  or both  could  become a  default  under the
Purchase  Agreement and (iv) a material default or any event or occurrence which
with the lapse of time or notice or both could become a default under any of the
Company's material  agreements.  Such notice shall contain a reasonably detailed
statement outlining such default or event, and the Company's proposed response.

     (F) In the event the  Company  fails to provide  the  reports or  financial
statements  required  by this  Section  3.1,  the Major  Investors  may give the
Company notice  requesting  immediate  delivery of such reports.  If the Company
fails to deliver such reports upon receipt of such notice, then any of the Major
Investors shall have the right and authority,  at the Company's sole expense, to
request an audit by a single  accounting firm of its or their choice,  such that
the  reports  or  financial  statements  are  produced  to  its  or  their  sole
satisfaction.

     3.2  INSPECTION  RIGHTS.  Each Major Investor shall have the right to visit
and inspect any of the properties of the Company or any of its subsidiaries, and
to discuss  the  affairs,  finances  and  accounts  of the Company or any of its
subsidiaries with its officers,  and to review such information as is reasonably
requested all at such reasonable times and as often as may be


                                       16
<PAGE>


reasonably requested; provided, however, that the Company shall not be obligated
under this  Section  3.2 with  respect to a  competitor  of the  Company or with
respect to information which the Board of Directors  determines in good faith is
confidential and should not, therefore, be disclosed.

     3.3 CONFIDENTIALITY OF RECORDS. Each Investor agrees to use, and to use its
best efforts to insure that its authorized  representatives use, the same degree
of care as such Investor  uses to protect its own  confidential  information  to
keep confidential any information  furnished to it which the Company  identifies
as being  confidential or proprietary (so long as such information is not in the
public  domain),  except that such  Investor may disclose  such  proprietary  or
confidential  information to any partner,  subsidiary or parent of such Investor
for the  purpose of  evaluating  its  investment  in the Company as long as such
partner,  subsidiary  or parent is advised  of, and agrees to comply  with,  the
confidentiality provisions of this Section 3.3.

     3.4  RESERVATION OF SHARES.  The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon  conversion  of the Preferred
Stock,  shares of Common Stock  sufficient to effectuate  the  conversion of all
such shares of the Series A Preferred  Stock at the then  applicable  conversion
rate.

     3.5 STOCK  VESTING.  Unless  otherwise  approved by the Board of  Directors
(including the approval of the director designated by holders of the Shares (the
"Series A Board Designee"), all stock options and other stock equivalents issued
pursuant to agreements  executed by the Company,  except for agreements executed
prior to, or agreements executed based on offers made prior to, the date of this
Agreement to employees,  directors,  consultants,  and other  service  providers
shall be subject to vesting as follows:  (a)  twenty-five  percent (25%) of such
stock shall vest at the end of the first year  following the earlier of the date
of issuance or such person's services  commencement  date with the company,  and
(b) seventy-five percent (75%) of such stock shall vest over the remaining three
(3) year period  subsequent  to the end of the one (1) year period  described in
subsection (a) above.  With respect to any shares of stock purchased by any such
person,  the Company's  repurchase  option shall provide that upon such person's
termination  of employment or service with the Company,  with or without  cause,
the  Company  or its  assignee  (to  the  extent  permissible  under  applicable
securities  laws and other  laws)  shall have the option to purchase at cost any
unvested shares of stock held by such person.

     3.6  OPTION  POOL.  Unless  otherwise  approved  by the Board of  Directors
(including  the approval of the Series A Board  Designee),  the Company will not
increase the number of shares  reserved  under the  Company's  equity  incentive
plan.

     3.7 KEY MAN  INSURANCE.  Subject to the approval of the Board of Directors,
the Company  will use its best  efforts to obtain and maintain in full force and
effect term life insurance in the amount of Two Million Dollars  ($2,000,000) on
the lives of each of Alex  Titomirov  and Vadim  Babenko;  naming the Company as
beneficiary.

     3.8 OBSERVATION  RIGHTS. In the event FBR Technology  Venture Partners,  LP
("FBR") (i) does not have a designee elected to the Company's Board of Directors
and (ii) is a


                                       17
<PAGE>


Major Investor, the Company shall allow one representative  designated by FBR to
attend all meetings of the Company's Board of Directors in a nonvoting capacity,
and in connection  therewith,  the Company shall give such representative copies
of all notices, minutes,  consents and other materials,  financial or otherwise,
which the Company provides to its Board of Directors;  provided,  however,  that
the Company reserves the right to exclude such representative from access to any
material or meeting or portion  thereof if the company  believes  upon advice of
counsel  that such  exclusion is  reasonably  necessary to preserve the attorney
client privilege, to protect highly confidential  proprietary information or for
other similar reasons.

     3.9  PROPRIETARY  INFORMATION AND INVENTIONS  AGREEMENT.  The Company shall
require all  employees  and  consultants  to execute  and deliver a  Proprietary
Information and Inventions  Agreement in substantially  the form attached to the
Purchase Agreement.

     3.10 ASSIGNMENT OF RIGHT OF FIRST REFUSAL.  In the event the Company elects
not to exercise  any right of first  refusal or right of first offer the Company
may have on a proposed  transfer  of any of the  Company's  outstanding  capital
stock pursuant to the Company's charter documents, by contract or otherwise, the
Company  shall assign such right of first refusal or right of first offer to the
Major Investors. In the event of such assignment, each Major Investor shall have
a right to purchase  its pro rata  portion  (as  defined in Section  4.1) of the
capital stock proposed to be transferred.

     3.11 AFFILIATED TRANSACTIONS. The Company shall not without the approval of
a majority of the Board of Directors, with only non-interested Directors voting,
authorize  or enter  into any  transactions,  with any  director  or  management
employee, or such director's or employee's immediate family, provided,  however,
that with  respect to any  transaction  with a  Director  who is a member of the
Company's management (other than transactions related to compensation  including
salary, stock options, and bonuses),  the Company shall not without the approval
of a majority of the outside  directors of the Company,  authorize or enter into
such transaction.

     3.12 DIRECTORS' EXPENSES.  Except for the agreement with Lawrence Levy, the
Company shall not pay any  compensation  to any member of the Company's Board of
Directors  in  connection  with the  performance  of their duties as a Director;
provided,  however,  the Company  will  reimburse  reasonable  expenses of Board
members  incurred in attending  Board  meetings or any other  activities  (e.g.,
meetings,  trade shows) which are required  and/or  requested by the Company and
that involve expenses.

     3.13 DIRECTORS' LIABILITY AND INDEMNIFICATION. The Company's Certificate of
Incorporation  and Bylaws shall provide (a) for  elimination of the liability of
director to the maximum extent permitted by law and (b) for  indemnification  of
directors for acts on behalf of the Company to the maximum  extent  permitted by
law.


                                       18
<PAGE>


     3.14 ISSUANCE OF CAPITAL  STOCK.  The Company shall not,  without the prior
approval of a majority  of the Board of  Directors,  issue any capital  stock or
securities convertible into capital stock.

     3.15  CAPITAL  EXPENDITURES.  The  Company  shall  not,  without  the prior
approval of a majority of the Board of Directors  (including  the Series A Board
Designee),  make capital expenditures  (including expenditures under capitalized
leases) in excess of $250,000 in the  aggregate in any fiscal year or any single
capital expenditure exceeding $100,000.

     3.16  INDEBTEDNESS.  The Company shall not, without the prior approval of a
majority  of the Board of  Directors  (including  the Series A Board  Designee),
directly or indirectly create,  incur, assume,  suffer to exist, or be or remain
liable with respect to, any indebtedness or obligation other than the following:

     (A) Current accounts payable and similar current  liabilities,  incurred in
the ordinary course of business of the Company;

     (B)   Indebtedness   incurred   upon  the  purchase  of  equipment   (which
indebtedness  may be secured by a security  interest  or any other lien or title
retention agreement relating to such equipment), and equipment lease obligations
of any character;

     (C)  Obligations  under present or future leases of real estate used in the
ordinary course of business; or

     (D) Any other  indebtedness  which would not increase the  Company's  total
indebtedness by more than Two Million Dollars ($2,000,000) in any fiscal year.

     Notwithstanding  the  foregoing,  the Company shall not,  without the prior
approval of the Holders of at least  sixty-six and two-thirds  percent (66 2/3%)
of the Registrable Securities,  incur any indebtedness or provide any guaranties
in excess of Two Million Dollars ($2,000,000) in any fiscal year.

     3.17 BOARD MEETINGS.  Until such time as the Board of Directors shall elect
to meet less often,  the Company  shall cause the Board of  Directors to meet at
least once every two months.

     3.18  SUBSIDIARIES  OR JOINT VENTURES.  The Company shall not,  without the
prior  approval of a majority of the Board of Directors  (including the Series A
Board Designee), establish or invest in any subsidiary or joint venture.

     3.19 USE OF  PROCEEDS.  The Company  shall use the  proceeds of the sale of
shares of the Series A Stock for working capital purposes.

     3.20  TERMINATION OF COVENANTS.  All covenants of the Company  contained in
this Section 3 of the  Agreement  shall expire and terminate as to each Investor
upon the earlier to


                                       19
<PAGE>


occur of (i) the effective date of the registration  statement pertaining to the
Initial  Offering,  which  results in the Series A Stock  being  converted  into
Common  Stock;  (ii) upon (a) the  sale,  lease or other  disposition  of all or
substantially  all of the  assets of the  Company or (b) an  acquisition  of the
Company  by  another  corporation  or entity by  consolidation,  merger or other
reorganization  in which the holders of the Company's  outstanding  voting stock
immediately  prior to such transaction own,  immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation  or other entity  surviving  such  transaction,  provided  that this
Section 3.20 shall not apply to a merger effected exclusively for the purpose of
changing  the  domicile  of the  Company (a "CHANGE IN  CONTROL");  or (iii) the
termination of this Agreement.

SECTION 4. RIGHTS OF FIRST REFUSAL

     4.1 SUBSEQUENT OFFERINGS. Each Investor shall have a right of first refusal
to purchase its pro rata share of all Equity Securities,  as defined below, that
the Company may, from time to time,  propose to sell and issue after the date of
this Agreement, other than the Equity Securities excluded by Section 4.6 hereof.
The  Investor's pro rata share is equal to the ratio of (a) the number of shares
of the Company's  Common Stock  (including  all shares of Common Stock issued or
issuable  upon  conversion  of the Shares)  which the Investor is deemed to be a
holder  immediately  prior to the issuance of such Equity  Securities to (b) the
total number of shares of the Company's  outstanding Common Stock (including all
shares of Common Stock issued or issuable upon  conversion of the Shares or upon
the exercise of any outstanding  warrants or options)  immediately  prior to the
issuance of the Equity Securities.  For the purposes of this Agreement, the term
"EQUITY  SECURITIES"  shall mean (i) any Common  Stock,  Series A Stock or other
security  of the  Company,  (ii)  any  security  convertible,  with  or  without
consideration,  into  any  Common  Stock,  Series  A  Stock  or  other  security
(including  any  option to  purchase  such a  convertible  security),  (iii) any
security  carrying  any warrant or right to  subscribe to or purchase any Common
Stock, Series A Stock or other security or (iv) any such warrant or right.

     4.2  EXERCISE  OF  RIGHTS.  If the  Company  proposes  to issue any  Equity
Securities,  it  shall  give  the  Investor  written  notice  of its  intention,
describing the Equity  Securities,  the price and the terms and conditions  upon
which the Company  proposes to issue the same.  The  Investor  shall have thirty
(30) days from the giving of such notice to agree to purchase its pro rata share
of the  Equity  Securities  for the  price  and upon the  terms  and  conditions
specified  in the notice by giving  written  notice to the  Company  and stating
therein the quantity of Equity Securities to be purchased.  Notwithstanding  the
foregoing,  the  Company  shall not be  required  to offer or sell  such  Equity
Securities  to the  Investor if it would cause the Company to be in violation of
applicable federal securities laws by virtue of such offer or sale.

     4.3 ISSUANCE OF EQUITY  SECURITIES TO OTHER PERSONS.  If the Investors fail
to exercise in full the rights of first  refusal,  the Company shall have ninety
(90) days  thereafter  to sell the  Equity  Securities  in  respect of which the
Investor's  rights were not  exercised,  at a price and upon  general  terms and
conditions materially no more favorable to the purchasers thereof than


                                       20
<PAGE>


specified  in the  Company's  notice to the  Investors  pursuant  to Section 4.2
hereof.  If the Company has not sold such Equity  Securities  within ninety (90)
days of the notice  provided  pursuant to Section  4.2,  the  Company  shall not
thereafter  issue or sell any Equity  Securities,  without  first  offering such
securities to the Investors in the manner provided above.

     4.4 TERMINATION AND WAIVER OF RIGHTS OF FIRST REFUSAL.  The rights of first
refusal  established  by this Section 4 shall not apply to, and shall  terminate
upon the earlier of (i) effective date of the registration  statement pertaining
to the  Company's  Initial  Offering or (ii) a Change in Control.  The rights of
first  refusal  established  by this Section 4 may be amended,  or any provision
waived with the written consent of the Investor or as permitted by Section 5.6.

     4.5 TRANSFER OF RIGHTS OF FIRST REFUSAL. The rights of first refusal of the
Investor under this Section 4 may be transferred to the same parties, subject to
the same restrictions as any transfer of registration rights pursuant to Section
2.11.

     4.6 EXCLUDED  SECURITIES.  The rights of first refusal  established by this
Section 4 shall have no application to any of the following Equity Securities:

     (A) up to an aggregate amount of Five Hundred Thousand  (500,000) shares of
Common Stock (and/or  options,  warrants or other Common Stock  purchase  rights
issued  pursuant to such options,  warrants or other rights) as adjusted for any
stock dividends,  combinations, splits, recapitalizations and the like issued or
to be  issued  after  the  Original  Issue  Date (as  defined  in the  Company's
Certificate  of  Designation)  to  employees,   officers  or  directors  of,  or
consultants  or  advisors to the  Company or any  subsidiary,  pursuant to stock
purchase or stock  option plans or other  arrangements  that are approved by the
Board  of  Directors  (or  the  Equity  Incentive  Compensation  Plan  Committee
thereof);

     (B) stock issued pursuant to any rights or agreements outstanding as of the
date of this Agreement,  options and warrants outstanding as of the date of this
Agreement;  and stock issued  pursuant to any such rights or agreements  granted
after the date of this  Agreement;  provided  that the  rights of first  refusal
established  by this Section 4 applied with respect to the initial sale or grant
by the Company of such rights or agreements;

     (C) any Equity Securities issued for consideration other than cash pursuant
to a merger, consolidation, acquisition or similar business combination approved
by the Board of Directors including the representative  designated by the holder
of the Shares;

     (D) shares of Common Stock issued in connection with any stock split, stock
dividend or recapitalization by the Company;

     (E) shares of Common Stock issued upon conversion of the Shares;

     (F) any Equity  Securities issued pursuant to any equipment leasing or loan
arrangement,  or debt  financing  from a bank or  similar  financial  or lending
institution  approved by the Board of  Directors,  including  the Series A Board
Designee;


                                       21
<PAGE>


     (G) any Equity  Securities  that are issued by the  Company  pursuant  to a
registration statement filed under the Securities Act; and

     (H)  shares  of the  Company's  Common  Stock or  Series A Stock  issued in
connection with strategic transactions involving the Company and other entities,
including  (i)  joint   ventures,   manufacturing,   marketing  or  distribution
arrangements or (ii) technology transfer or development  arrangements;  provided
that such strategic  transactions  and the issuance of shares therein,  has been
approved  by the  Company's  Board of  Directors,  including  the Series A Board
Designee.

SECTION 5. MISCELLANEOUS

     5.1 GOVERNING LAW. This Agreement  shall be governed by and construed under
the laws of the State of  Delaware  as  applied  to  agreements  among  Delaware
residents  entered into and to be performed  entirely within  Delaware  (without
regard to the conflicts of laws principles thereof).

     5.2 SURVIVAL.  The  representations,  warranties,  covenants and agreements
made herein shall survive any  investigation  made by any Holder and the closing
of the transactions  contemplated  hereby.  All statements as to factual matters
contained in any  certificate or other  instrument  delivered by or on behalf of
the Company  pursuant  hereto in connection with the  transactions  contemplated
hereby  shall be deemed to be  representations  and  warranties  by the  Company
hereunder solely as of the date of such certificate or instrument.

     5.3 SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors,  assigns, heirs, executors, and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of Registrable  Securities from time to time; provided,  however,  that
prior to the receipt by the Company of adequate  written  notice of the transfer
of any  Registrable  Securities  specifying  the full  name and  address  of the
transferee of such  Registrable  Securities,  the Company may deem and treat the
person listed as the holder of such shares in its records as the absolute  owner
and holder of such shares for all  purposes,  including the payment of dividends
or any redemption price.

     5.4 ENTIRE  AGREEMENT.  This Agreement,  the Exhibits and Schedules hereto,
the  Purchase  Agreement  and the other  documents  delivered  pursuant  thereto
constitute the full and entire  understanding  and agreement between the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.

     5.5  SEVERABILITY.  In the  event  one or  more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.


                                       22
<PAGE>


     5.6 AMENDMENT AND WAIVER.

     (A) Except as otherwise expressly  provided,  this Agreement may be amended
or modified  only upon the written  consent of the Company and the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities.

     (B) Except as otherwise expressly provided,  the obligations of the Company
and the rights of the Holders  under this  Agreement may be waived only with the
written consent of the holders of at least sixty-six and two-thirds  percent (66
2/3%) of the Registrable Securities.

     (C) Notwithstanding the foregoing,  this Agreement may be amended with only
the written consent of the Company to include additional purchasers of Shares as
"INVESTORS," "HOLDERS" and parties hereto.

     5.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise
any right, power, or remedy accruing to any Holder, upon any breach,  default or
noncompliance  of the Company under this Agreement  shall impair any such right,
power,  or remedy,  nor shall it be construed to be a waiver of any such breach,
default or noncompliance, or any acquiescence therein, or of any similar breach,
default or  noncompliance  thereafter  occurring.  It is further agreed that any
waiver,  permit,  consent,  or approval of any kind or character on any Holder's
part of any breach,  default or noncompliance  under the Agreement or any waiver
on such Holder's part of any  provisions or conditions of this Agreement must be
in writing and shall be effective only to the extent  specifically  set forth in
such writing.  All remedies,  either under this Agreement,  by law, or otherwise
afforded to Holders, shall be cumulative and not alternative.

     5.8  NOTICES.  All notices  required  or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified,  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (c) five (5) days after having been sent by registered  or certified  mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally  recognized overnight courier,  specifying next day delivery,  with
written  verification of receipt.  All communications shall be sent to the party
to be  notified  at the address as set forth on the  signature  pages  hereof or
Exhibit A hereto or at such other  address as such  party may  designate  by ten
(10) days advance written notice to the other parties hereto.

     5.9 ATTORNEYS'  FEES. In the event that any suit or action is instituted to
enforce any provision in this  Agreement,  the prevailing  party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys and accountants,  which shall include,  without limitation,  all fees,
costs and expenses of appeals.

     5.10 TITLES AND  SUBTITLES.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.


                                       23
<PAGE>


     5.11  ADDITIONAL  INVESTORS.   Notwithstanding  anything  to  the  contrary
contained  herein,  if the Company shall issue additional shares of the Series A
Stock pursuant to the Purchase Agreement, any purchaser of such shares of Series
A Stock may become a party to this  Agreement by  executing  and  delivering  an
additional  counterpart  signature page to this Agreement and shall be deemed an
"INVESTOR" hereunder.

     5.12  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       24
<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this INVESTOR RIGHTS
AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                                     INVESTOR:

INFORMAX, INC.                               FBR TECHNOLOGY VENTURE
                                             PARTNERS II, LP

                                             By:  FBR VENTURE CAPITAL
                                             MANAGERS, L.P., its General Partner

By: /s/ Alexander Titomirov                  By: /s/ Hooks K. Johnston
   -----------------------------------          ------------------------------

Name:  Alexander Titomirov                   Name: Hooks K. Johnston
     ---------------------------------            ----------------------------

Title: CEO and President                     Title: Managing Director
      --------------------------------             ---------------------------





<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF INVESTORS




FBR Technology Venture Partners II, LP