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                                                                  Exhibit 10.13

[LOGO]      UNIVERSITY OF PITTSBURGH

               Office of Research
                                                  350 Thackeray Hall
                                                  Pittsburgh, Pennsylvania 15260
                                                  412-624-7400
                                                  Fax: 412-624-7409


                                    PREAMBLE

THIS AGREEMENT entered into on this the 5th day of May 1998, by and between the
University of Pittsburgh (hereinafter referred to as University) with a
principal office at 350 Thackeray Hall, Pittsburgh, PA 15260 and Cellomics, Inc.
(hereinafter referred to as Subcontractor); and constituting Agreement Number
100552 under (agency name) NIH Prime Agreement (or Contract depending upon
award) No. 1 P01 CA78039-01 between the Government and University, which
Agreement provides for the project entitled: "Combinatorial Approaches for Novel
Anticancer Agents".

                                WITNESSETH THAT:

WHEREAS, the University is desirous of obtaining the services of the
Subcontractor;

WHEREAS, the Subcontractor represents that Subcontractor has the knowledge,
skill and ability to perform the desired services for the University;

NOW, THEREFORE, the parties hereto, intending to be legally bound, covenant and
agree as follows:

                                    SCHEDULE

ARTICLE 1. Statement of Work

1.1   The Subcontractor shall provide the necessary personnel, supplies,
      equipment and facilities to perform the services specified in the
      Statement of Work attached as Exhibit A, which by this reference is made
      a part hereof.

1.2   For the period of this Agreement, the Subcontractor will utilize
      personnel for the approximate time indicated:


            Personnel                                          Percent of Effort
            ---------                                          -----------------

D. Lansing Taylor, Ph.D. (Principal Investigator)                      5%
Kenneth A. Giuliano (Senior Scientist)                                30%
Joanne Volosky (Research Scientist)                                   30%
Robbin Debiasio (Laboratory Director)                                 30%
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1.3   The Subcontractor agrees to use its best efforts to accomplish all the
      services specified in the Statement of Work referenced above. Its
      obligation will be deemed complete if the services are performed in
      accordance with high standards of scientific and professional skill and
      the approximate time has been substantially applied, except, however, all
      other requirements must be met including delivery of reports and
      materials as may be required under the Agreement. (See ARTICLE 3)

1.4   The University Principal Investigator for the project will advise the
      Subcontractor in the performance of the required services. The designated
      Principal Investigator for the University is Dr. John S. Lazu.

ARTICLE 2. Key Personnel

2.1   The Subcontractor will assign Dr. D. Lansing Taylor to perform services
      under this Agreement and shall not replace said key personnel without the
      prior written approval of the University Principal Investigator and an
      authorized official of the University.

ARTICLE 3. Delivery or Performance Schedule

3.1   The Subcontractor shall furnish and deliver the material and/or perform
      the services required by Exhibit A, Statement of Work.

3.2   The period of performance under this Agreement is specified as May 15,
      1998 through February 28, 1999, for which period funds are available and
      allotted.

ARTICLE 4. Allowable Costs and Payment

4.1   Estimated Cost
      The estimated cost of the performance of this Agreement is $190,000.

4.2   Budget
      A budget which is agreed to by the parties to this Agreement is
      hereby attached as Exhibit B and made a part of this Agreement.

4.3   Allowable Costs
      For the purpose of determining the amounts payable to the Subcontractor
      under this Agreement, allowable costs shall be determined in accordance
      with (a) the cost principles applicable to the Subcontractor, and (b)
      the terms of this Agreement.

      a.  Direct Costs:                    $130,000

      b.  Indirect Costs (Overhead):       $ 60,000

          The indirect cost rates established for the performance period of
          this Agreement are 50% of Direct Costs minus equipment.

          However, any amount to be recovered as indirect cost may not exceed
          the total indirect cost budget unless provided for in the University
          Prior Approval System of the funding agency.

      c.  Payment
          (1) The Subcontractor shall submit invoices, at approximately thirty
              (30) day intervals following commencement of services, in the form
              attached hereto as Exhibit C, to the University for





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              payment of costs incurred during the preceding calendar month.
              Invoices should be sent to the following address:

                                 Jim Kaczynski
                            University of Pittsburgh
                           Department of Pharmacology
                                  W1340 BSTWR
                               200 Lothrop Street
                              Pittsburgh, PA 15213

          (2) Payment for performance under this Agreement shall be made by the
              University to the Subcontractor on a cost reimbursable basis when
              invoiced. Any payments so made shall be in accordance with the
              approved budget referenced above and attached as Exhibit B.

              If required under the Prime Agreement, final Contractor's Release
              and Assignment or Rebates, Refunds and Credits per FAR, Section
              52.232-7(g) documents must be submitted to the University with
              the Final Invoice.

              The Federal government requires a recipient of Federal funds of
              $300,000 or more to provide the University with a copy of its
              most recent annual audit report within thirty (30) days after
              termination date of the Agreement. Accompanying the audit report
              must be a statement or other evidence that corrective action has
              been taken in instances of non-compliance with Federal laws and
              regulations which bear directly on the performance of this
              Agreement.

              Payment of the final invoice will be withheld until the audit
              report is received and all progress payments will be subject to
              return to the University if the audit report and other required
              documentation is not provided or action to correct non-compliance
              with Federal laws and regulations is not taken within six (6)
              months from date of submission of audit report. Subcontractor is
              required to complete Exhibit F, Subcontractor's Compliance with
              A-133, which is attached and made a part hereof.

          (3) Subcontractor shall reimburse the University a sum of money
              equivalent to the amount of any expenditures disallowed should
              the funding agency or the cognizant audit agency rule through
              audit exception or some other appropriate means, that
              expenditures from funds allocated to the Subcontractor for direct
              and/or indirect costs were not made in compliance with the
              regulations of the funding agency or the provisions of this
              Agreement.

          (4) A non-profit recipient of Federal funds that receives $300,000 or
              more under this Agreement is subject to compliance with Office of
              Management and Budget (OMB) Circular A-133 and must meet the
              audit requirements of that circular.

ARTICLE 5. General Provisions

5.1   Independent Contractor
      Nothing contained in this Agreement is to be construed to constitute
      Subcontractor and University as partners or joint venturers of each
      other, or to constitute the employees, agents or representatives of
      either party as the employees, agents or representatives of the other
      party, it being intended that the relationship between Subcontractor and
      University shall at all times be that of independent contractors. Neither
      party hereto shall have any express or implied right or authority to
      assume or create any obligations on behalf of, or in the name of, the
      other party; or to bind the other party to any contract agreement, or
      undertaking of any third party. Subcontractor agrees, warrants and
      represents to University, with the intention that University may rely
      thereon, that University does not now exercise, and will not be permitted
      during the terms of this Agreement to exercise any significant degree of
      control over Subcontractor's method of operation.


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5.2   Records/Reports
      The books of account, documents, papers, files and other records of
      the Subcontractor which are applicable to this Agreement shall at all
      reasonable times be available for inspection, review and audit, if
      required, to determine the proper application and use of all funds paid to
      or for the account or for the benefit of the Subcontractor; in addition,
      the Subcontractor shall provide such special reports as requested by the
      University to permit evaluation of progress of the project.

5.3   Termination
      This Agreement may be terminated by either party upon thirty (30) days
      written notice to the other party, or in accordance with the Prime
      Agreement. In the event of a conflict, the terms of the Prime Agreement
      shall govern.

5.4   Liability
      The University shall not be responsible or liable for any injuries or
      losses which may result from the implementation or use by Subcontractor or
      others of the results from the project or research data generated by
      Subcontractor.

      The Subcontractor shall indemnify, defend and hold harmless University,
      its trustees, officers, agents and employees with respect to any expense,
      claim, liability, loss, damage or costs (including attorneys' fees) in
      connection with or in any way arising out of the negligent acts of the
      Subcontractor's officers, employees, agents and/or contractors involved in
      the Statement of Work.

      The Subcontractor shall be solely responsible for any and all third party
      liability incurred by it in connection with the performance of this
      Agreement.

      This obligation to defend and indemnify University shall survive the
      termination of this Agreement.

5.5   Severability
      If any provision of this Agreement as applied to either party shall be
      adjudged by a court to be void or unenforceable, the same shall not have
      any effect on any other provision of this Agreement or the validity or
      enforceability of this Agreement.

5.6   Insurance
      The Subcontractor shall provide the necessary employment related insurance
      coverage, including but not limited to, Worker's Compensation and
      Employer's Liability insurance, for its employees involved in this project
      in amounts consistent with the laws of its place of business or the
      jurisdiction where the Work will be performed.

5.7   Taxes
      The Subcontractor agrees that it is responsible for withholding and paying
      to appropriate taxing bodies, all taxes that are applicable to
      Subcontractor's personnel to be supported under this Agreement.

5.8   Governing Law
      This Agreement shall be deemed to be a contract under, and shall be
      governed by, construed and enforced in accordance with the laws of the
      COMMONWEALTH OF PENNSYLVANIA.

5.9   Forum/Jurisdiction
      The parties agree that all claims, disputes, and controversies arising out
      of or relating to this Agreement shall be litigated in and before a court
      in Pittsburgh, Pennsylvania and hereby consent and submit to jurisdiction
      therein.


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5.10    Assignment
        This Agreement may not be assigned in whole or in part without the
        prior consent of the University.

5.11    Changes
        This Agreement may not be and shall not be construed to have been
        modified, amended, rescinded, canceled or waived, in whole or in part,
        except in writing signed by the parties hereto and making specific
        reference to this Agreement.

ARTICLE 6. Special Provisions

6.1     Equipment
        The University shall retain title to equipment purchased by the
        Subcontractor pursuant to the terms of this Agreement, and the equipment
        shall be returned to the University upon the termination of this
        Agreement, unless other disposition is mutually agreed upon and
        permitted under terms of the Prime Agreement. If requested under the
        Prime Agreement, property inventory listings must be submitted to the
        University.

6.2     Patents and Inventions
        If required under the Prime Agreement, Patent and Invention Reports must
        be submitted to the University within thirty (30) days after the
        termination date of the Agreement.

6.3     Subcontractor Certifications
        The Subcontractor is required to complete and mail to the appropriate
        address Exhibit F, Subcontractor Certifications, which is attached and
        made a part hereof.

6.4     Cost Accounting Standards
        This Agreement is subject to the Cost Accounting Standards as they apply
        to Educational Institutions (FAR 52.230-5) and OMB Circular A-21.
        Alternatively, if the Subcontractor is subject to other Cost Accounting
        Standards as set forth in FAR 52.230-2, those standards will take
        precedence.

ARTICLE 7. Incorporation of Applicable Provisions of Prime Agreement

7.1     All applicable provisions contained in the Prime Agreement between the
        University and the funding agency shall be binding upon the
        Subcontractor, and the Subcontractor hereby agrees to comply with same.
        A copy of the Prime Agreement is attached to this Agreement as Exhibit
        D and made a part hereof by this reference.

7.2     As used in the aforesaid applicable provisions as modified and
        supplemented, the term "Contracting Officer" and "Government" shall mean
        either the "University or the Government Contracting Officer" who has
        cognizance over the University's Prime Agreement and either the
        "University or Government" as may be applicable and determined by the
        University. Copies of all notices or reports required to be furnished
        shall be furnished to the University.

ARTICLE 8. Entire Understanding

8.1     This Agreement contains the entire understanding with respect to the
        subject matter hereof and supersedes all prior agreements or
        understandings, written or oral, prior to the execution of this
        Agreement.




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IN WITNESS WHEREOF, the parties hereto execute this Agreement.

UNIVERSITY OF PITTSBURGH                CELLOMICS, INC.

By                                      By
   -------------------------------         -------------------------------

Typed Name Michael M. Crouch            Typed Name
           -----------------------                 -----------------------

Title Director, Office of Research      Title
      ----------------------------            ----------------------------

Date                                    Date
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