EXHIBIT 10.5

                                 INFORMAX, INC.

                      NON-PREFERRED HOLDER RIGHTS AGREEMENT


     THIS  NON-PREFERRED  HOLDER RIGHTS  AGREEMENT (the  "AGREEMENT") is entered
into as of the 29th  day of  March,  2000,  by and  between  INFORMAX,  INC.,  a
Delaware  corporation  (the "COMPANY") and WPG SOFTWARE FUND, L.P., WPG RAYTHEON
SOFTWARE FUND, L.P., WPG INSTITUTIONAL SOFTWARE FUND, L.P., WPG NETWORKING FUND,
L.P., WPG RAYTHEON  NETWORKING  FUND, L.P., WPG  INSTITUTIONAL  NETWORKING FUND,
L.P., AND RAJ MEHRA (the "NON-PREFERRED HOLDERS").

                                    RECITALS

     WHEREAS,  Alexander Titomirov,  Vadim Babenko (together, the "SELLERS") and
the Non-Preferred Holders are parties to a certain Stock Purchase Agreement (the
"PURCHASE  AGREEMENT")  of even date  herewith,  pursuant  to which the  Sellers
propose  to sell to the  Non-Preferred  Holders  Seven  Hundred  Fifty  Thousand
(750,000)  shares of non-voting  common stock of the Company held by the Sellers
(the "NON-VOTING STOCK");

     WHEREAS,  pursuant to, and in consideration of, the Purchase Agreement: (a)
Sellers have  exercised the option to purchase in the aggregate  750,000  shares
from the Corporation  (the "OPTION  SHARES") for an aggregate  purchase price of
Three Hundred Seventy-Five Thousand Dollars ($375,000);  and (b) the Corporation
and Non-Preferred Holders are entering into this Agreement;

     WHEREAS,  the Corporation has granted  certain  registration  rights to the
holders of the Series A Convertible  Preferred Stock of the Corporation pursuant
to that certain Investor Rights Agreement  ("INVESTOR  RIGHTS  AGREEMENT") dated
June 22, 1999,  by and among,  the  Corporation  and the  Investors  (as defined
therein); 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.


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     "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.

     "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 2.10 hereof,  including  the  Non-Preferred
Holders.

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

     "PRINCIPAL  SHAREHOLDERS"  means the parties to that certain  Shareholder's
Agreement by and among the Company and various individuals dated as of September
1, 1990.

     "NON-PREFERRED HOLDERS" means, other than the Preferred Holders (as defined
below),  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 2.10 hereof.

     "PREFERRED  HOLDERS" means any person owning of record  preferred shares of
the  Company  which are  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 of the Preferred  Non-Preferred Holder
Rights  Agreement have been duly assigned in accordance with Section 2.11 of the
Investor Rights Agreement.

     "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;  (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,
and (c)  Registrable  Securities as such term is defined in the Investor  Rights
Agreement.  Notwithstanding  the  foregoing,  Registrable  Securities  shall not
include any


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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 and 2.3 hereof, including,  without limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for the  Company,  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.

     "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 and any expenses
incurred by a  Non-Preferred  Holder in  connection  with a sale of  Registrable
Securities, including any fees of counsel to such Preferred Holder.

     "SHARES" shall mean the Company's  Non-Voting  Stock issued pursuant to the
Purchase  Agreement  and  held by the  Non-Preferred  Holder  and its  permitted
assigns.

SECTION 2. RESTRICTIONS ON TRANSFER; REGISTRATION

     2.1 RESTRICTIONS ON TRANSFER.

     (A) Each Non-Preferred  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  Non-Preferred   Holders  to  refrain  from  making  any  such
     disposition;


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<PAGE>

          (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  Non-Preferred
     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  Non-Preferred  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  Non-Preferred  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  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 A NON-PREFERRED HOLDER RIGHTS


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<PAGE>


          AGREEMENT WHICH CONTAINS  RESTRICTIONS ON TRANSFER OTHER THOSE IMPOSED
          BY  SECURITIES  LAWS.  COPIES  OF  THE  NON-PREFERRED   HOLDER  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.

     2.2 PIGGYBACK  REGISTRATIONS.  The Company  shall notify all  Non-Preferred
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 in which one or more of the
Company's   Principal   Shareholders  are  also  offering  securities  for  sale
(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  Non-Preferred  Holder  an  opportunity  to  include  in such  registration
statement  all or part of such  Registrable  Securities  held by such  Preferred
Holder.  Each Non-Preferred  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  Non-Preferred  Holder.  If a
Non-Preferred Holder decides not to include all of its Registrable Securities in
any registration  statement thereafter filed by the Company,  such Non-Preferred
Holder shall nevertheless  continue to have the right to include any Registrable
Securities in any subsequent registration statement in which Company's Principal
Shareholders  also offer securities for sale 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 2.2 is for an underwritten offering, the Company
shall so advise the  Non-Preferred  Holders of Registrable  Securities.  In such
event,  the  right  of  any  such  Non-Preferred  Holder  to  be  included  in a
registration  pursuant  to this  Section  2.2  shall be  conditioned  upon  such
Non-Preferred  Holder's  participation in such underwriting and the inclusion of
such


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Non-Preferred  Holder's Registrable Securities in the underwriting to the extent
provided  herein.  All  Non-Preferred  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  2.2 shall be  allocated,  first,  to the Company and
Preferred  Holders as provided by the terms of Investor  Rights  Agreement;  and
second  to  all  other   shareholders   including   securities   including   the
Non-Preferred  Holders,  on a  pro  rata  basis.  If  any  Non-Preferred  Holder
disapproves of the terms of any such underwriting, such Non-Preferred 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   Non-Preferred   Holder  which  is  a  partnership  or
corporation,   the  partners,   retired   partners  and   shareholders  of  such
Non-Preferred 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  "NON-PREFERRED  HOLDER",  and any  pro  rata
reduction  with respect to such  "NON-PREFERRED  HOLDER" shall be based upon the
aggregate  amount of shares carrying  registration  rights owned by all entities
and  individuals  included  in such  "NON-PREFERRED  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 2.2
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 2.4 hereof.

     2.3 FORM S-3  REGISTRATION.  In case the  Company  shall  receive  from any
Non-Preferred Holder or Non-Preferred Holders of Registrable  Securities holding
at least forty  percent  (40%) of the  Registrable  Securities  (except that for
purposes of  calculating  such number  Registrable  Securities as defined in the
Investor  Rights  Agreement  shall  not be  included  in such  number) 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,  which  notice  shall
specify the manner of distribution of such Registrable  Securities,  the Company
will:

     (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


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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 2.3:

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

          (II) if the  Non-Preferred  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
     Non-Preferred  Holders of the Company's intention to make a public offering
     within ninety (90) days of the Company's notice to the Holders or to file a
     registration  statement upon a request of the Preferred Holders pursuant to
     the Investor Rights Agreement;

          (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 2.3; 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 either (a) one (1) registration
     on Form S-3 for the Non-Preferred  Holders pursuant to this Section 2.3, or
     (b) a  registration  statement  at the  request  of the  Preferred  Holders
     pursuant to the Investor Rights Agreement;

          (VI) if the  Non-Preferred  Holders intend to use an  underwriter  for
     such offering and the holders of sixty-six and two-thirds percent (66 2/3%)
     of the  holders  of the  Registrable  Securities  fail to  consent  to such
     Registriation  within fifteen (15) days of receiving notice provided for in
     Section 2.

          (VII) 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 Non-Preferred Holders.


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     (D)  Notwithstanding  the  foregoing,  the Company shall not be required to
effect a  registration  pursuant  to this  Section  2.3  after the  Company  has
effected  two (2)  registrations  on Form S-3  pursuant to this Section 2.3, and
such registrations have been declared or ordered effective.

     2.4 EXPENSES OF REGISTRATION.  Except as specifically  provided herein, all
Registration Expenses incurred in connection with any registration under Section
2.2 or Section 2.3 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 Section  2.3,  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 Non-Preferred  Holders of
a  majority  of  Registrable  Securities  agree to  forfeit  their  right to one
requested  registration pursuant to Section 2.3 (in which event such right shall
be forfeited by all Non-Preferred  Holders).  If the  Non-Preferred  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 2.3 to a Form S-3 registration.

     2.6   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 sixty (60) 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.

     (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 2.6(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


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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  Non-Preferred
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.

     2.7 TERMINATION OF REGISTRATION  RIGHTS.  All  registration  rights granted
under Section 2.2 or Section 2.3 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 Non-Preferred  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 Non-Preferred Holder (and its affiliates,  partners, former
partners,  members  and  former  members)  may be sold under Rule 144 during any
ninety (90) day period.

     2.8 DELAY OF REGISTRATION; FURNISHING INFORMATION.

     (A) No  Non-Preferred  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 or 2.3 that the selling  Holders shall
furnish to the Company


                                       9
<PAGE>


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 2.3 if, due to the  operation of Section  2.3(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 2.3.

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


     (A) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless each Non-Preferred 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 2.9(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 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  Non-Preferred  Holder will,  if
Registrable  Securities  held by such  Non-Preferred  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 Non-Preferred


                                       10
<PAGE>


Holder selling securities under such registration statement or any of such other
Non-Preferred  Holder's  partners,  directors  or  officers  or any  person  who
controls  such  Non-Preferred  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 Non-Preferred Holder, or
partner,  director,  officer or controlling  person of such other  Non-Preferred
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
Non-Preferred  Holder under an instrument  duly  executed by such  Non-Preferred
Holder  and  stated  to  be  specifically   for  use  in  connection  with  such
registration;  and each such Non-Preferred Holder will pay as incurred any legal
or other  expenses  reasonably  incurred  by the  Company or any such  director,
officer,  controlling  person,  underwriter or other  Non-Preferred  Holder,  or
partner,  officer,  director or controlling  person of such other  Non-Preferred
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  2.9(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  Non-Preferred  Holder,  which consent shall not be  unreasonably
withheld;  provided  further,  that in no event shall any  indemnity  under this
Section  2.9  exceed  the  net  proceeds  from  the  offering  received  by such
Non-Preferred Holder.

     (C) Promptly after receipt by an  indemnified  party under this Section 2.9
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 2.9, 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 ability to defend such action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  2.9,  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 2.9.

     (D) If the  indemnification  provided  for in this Section 2.9 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


                                       11
<PAGE>


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  Non-Preferred  Holders under this
Section 2.9 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  Non-Preferred
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.

     2.10 ASSIGNMENT OF REGISTRATION  RIGHTS. The rights to cause the Company to
register Registrable  Securities pursuant to this Section 2 may be assigned by a
Non-Preferred 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 Non-Preferred Holder;  provided,  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  Non-Preferred  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
Section 2.3 of this Agreement.

     2.11 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


                                       12
<PAGE>


Non-Preferred  Holders  holding at least  sixty six and  two-thirds  percent (66
2/3%) of the Registrable  Securities then outstanding (excluding any Registrable
Securities as defined in the Investor Rights Agreement). Any amendment or waiver
effected in accordance  with this Section 2.11 shall be binding upon each Holder
and  the  Company.   By  acceptance  of  any  benefits  under  this  Section  2,
Non-Preferred Holders of Registrable  Securities hereby agree to be bound by the
provisions hereunder.

     2.12 AGREEMENT TO FURNISH INFORMATION.  Each Non-Preferred 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 of the
Company's  securities  pursuant  to a  registration  statement  filed  under the
Securities Act. The  obligations  described in this Section 2.12 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.

2.13 MARKET STAND-OFF.

     (a) Each  Non-Preferred  Holder  agrees  that,  without  the prior  written
consent of the representative designated by the underwriters any Public Offering
(the  "REPRESENTATIVE"),  such  Non-Preferred  Holder  will not,  during the one
hundred  eighty (180) day period  following the effective date of a registration
statement of the Company  relating to each of the Initial Offering and the first
Public  Offering   subsequent  to  the  Initial  Offering  (the  "SECOND  PUBLIC
OFFERING"),  (1)  offer,  pledge,  sell,  contract  to sell,  sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase,  or otherwise  transfer or dispose of, directly or
indirectly,  any shares of Common Stock or any  securities  convertible  into or
exercisable or exchangeable  for any shares of Common Stock (whether such shares
or any  such  securities  are now  owned  by the  undersigned  or are  hereafter
acquired),  or (2) enter into any swap or other  arrangement  that  transfers to
another,  in whole or in part, any of the economic  consequences of ownership of
Common Stock, whether any such transaction  described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other  securities,  in cash
or  otherwise;  provided,  however,  this  Section  2.13(a)  shall not limit the
ability of any Non-Preferred  Holder to participate as a selling  stockholder in
any Public Offering to the extent a Non-Preferred  Holder holds any registration
rights  or is  otherwise  permitted  to  sell  stock  by  the  Company  and  the
Representative  in  a  Public  Offering.   Notwithstanding  the  preceding,  the
Non-Preferred  Holders  may  transfer as  permitted  by and in  accordance  with
Section  2.10. In  furtherance  of the  foregoing,  the Company and any transfer
agent are hereby authorized by each Non-Preferred  Holder to decline to make any
transfer of securities if such transfer  would  constitute a violation or breach
of this Section 2.13(a).


                                       13
<PAGE>

     (b) The provisions of Section  2.13(a) shall  terminate upon the earlier to
occur of (i) 180 days following the  consummation of the Second Public Offering,
or (ii) June 30, 2009.

SECTION 3. COVENANTS OF THE COMPANY

     3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

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

     3.2  CONFIDENTIALITY OF RECORDS.  Each Non-Preferred  Holder agrees to use,
and to use its best efforts to insure that its authorized  representatives  use,
the same  degree of care as such  Non-Preferred  Holder  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  Non-Preferred
Holder may disclose such proprietary or confidential information to any partner,
subsidiary or parent of such Non-Preferred  Holder 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 3.2.

     3.3  CONVERSION  OF SHARES.  If the Company  converts  any other  shares of
Nonvoting  Common Stock into shares of Voting Common Stock,  each  Non-Preferred
Holder  will  have the  right to have  its  shares  of  Nonvoting  Common  Stock
converted into fully paid and assessable  shares of Voting Common Stock,  on the
same terms and conditions as are  applicable to such  conversion of other shares
of Nonvoting Common Stock.

     3.4  TERMINATION  OF COVENANTS.  All covenants of the Company  contained in
this  Section  3 of  the  Agreement  shall  expire  and  terminate  as  to  each
Non-Preferred  Holder upon the earlier to occur of (i) the effective date of the
registration  statement  pertaining to the Initial  Offering;  (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 3.4 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. MISCELLANEOUS


                                       14
<PAGE>


     4.1 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).

     4.2  SURVIVAL.  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.

     4.3 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.

     4.4 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.

     4.5  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.

     4.6 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
held by the Non-Preferred Holders.

     (B) Except as otherwise expressly provided,  the obligations of the Company
and the rights of the  Non-Preferred  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.


                                       15
<PAGE>


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

     4.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise
any right,  power,  or remedy  accruing to any  Non-Preferred  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.

     4.8  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.

     4.9 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.

     4.10 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.

     4.11  ADDITIONAL  NON-PREFERRED  HOLDER.  Notwithstanding  anything  to the
contrary contained herein, if the Company,  any holder of Common Stock may, with
the consent of the Company,  become a party to this  Agreement by executing  and
delivering an additional  counterpart signature page to this Agreement and shall
be deemed an "NON-PREFERRED HOLDER" hereunder.

     4.12  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.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>


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

                             COMPANY:

                             INFORMAX, INC.


                             By: /s/ Alexander Titomirov
                                -------------------------------------------

                             Name: Alexander Titomirov
                                  -----------------------------------------

                             Title: CEO and President
                                   ----------------------------------------



                             NON-PREFERRED HOLDERS:

                             WPG SOFTWARE FUND, L.P.,
                             BY ITS GENERAL PARTNER

                             By: /s/ Benjamin Taylor BT/RM
                                -------------------------------------------
                                Benjamin Taylor, in his individual capacity


                             WPG RAYTHEON SOFTWARE FUND,
                             L.P., BY ITS GENERAL PARTNER


                             By: /s/ Benjamin Taylor BT/RM
                                -------------------------------------------
                                Benjamin Taylor, in his individual capacity


                             WPG INSTITUTIONAL SOFTWARE
                             FUND, L.P., BY ITS GENERAL PARTNER


                             By: /s/ Benjamin Taylor BT/RM
                                 -------------------------------------------
                                Benjamin Taylor, in his individual capacity


                             WPG NETWORKING FUND, L.P., BY ITS
                             GENERAL PARTNER


<PAGE>

                             By: /s/ Raj Mehra
                                -------------------------------------------
                                Raj Mehra, in his individual capacity


                             WPG RAYTHEON NETWORKING FUND,
                             L.P., BY ITS GENERAL PARTNER


                             By: /s/ Raj Mehra
                                -------------------------------------------
                                Raj Mehra, in his individual capacity


                             WPG INSTITUTIONAL NETWORKING
                             FUND, L.P., BY ITS GENERAL PARTNER


                             By: /s/ Raj Mehra
                                -------------------------------------------
                                Raj Mehra, in his individual capacity


                             RAJ MEHRA

                             /s/ Raj Mehra
                             ----------------------------------------------