<PAGE>

                                                                   Exhibit 10.36

[*] =Certain confidential information contained in this exhibit, marked by
brackets with asterisks, has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.

<TABLE>
<CAPTION>
<S>                                       <C>                                                <C>              <C>
AWARD/CONTRACT                            1. THIS CONTRACT IS A RATED   RATING               PAGE             OF PAGES
                                          ORDER UNDER DPAS (15 CFR  350)                     1                23
------------------------------------------------------------------------------------------------------------------------------
CONTRACT (Proc. Inst. Ident.) NO.         3. EFFECTIVE DATE    4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

N01-ES-25497                              09/30/2002           04291
------------------------------------------------------------------------------------------------------------------------------
5. ISSUED BY      CODE                                         6. ADMINISTERED BY (If other than Item 5)   CODE

National Institute of Environmental                            OMB No. 0990-0115
Health Sciences Research Contracts Branch, DERT
P. O. Box 12874(T.W. Alexander Drive, 4401 Bldg.)              ATTN: Jo Ann Lewis
Research Triangle Park, NC  27709
------------------------------------------------------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR (No. street, city, country, State and Zip Code)    8. DELIVERY       DESTINATION

Paradigm Genetics, Inc.                                                              [ ]FOB ORIGIN     [ ]OTHER (See below)
108 Alexander Drive, Bldg 1A
Research Triangle Park, NC  27709
                                                                                     -----------------------------------------
                                                                                     9. DISCOUNT FOR PROMPT PAYMENT

                                                                                     N/A
------------------------------------------------------------------------------------------------------------------------------
CODE                                    FACILITY CODE                                10. SUBMIT INVOICES   ITEM
                                                                                     (4 copies unless
DUNS: 018497029                                                                      otherwise specified   See Section G.,
                                                                                     TO THE ADDRESS        Article G.3.
                                                                                     SHOWN IN:
------------------------------------------------------------------------------------------------------------------------------
11. SHIP TO/MARK FOR                CODE               12. PAYMENT WILL BE MADE BY                 CODE

See Section C., Article C..2.                          See Section G., Article G.3
------------------------------------------------------------------------------------------------------------------------------
13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN       14. ACCOUNTING ND APPROPRIATION DATA
COMPETITION
[ ]10 U.S.C. 2304(c) ( ) [ ]41 U.S.C. 253(c) (  )       CAN: 2-8420826 EIN: 1-562047837-A1  OC: 25.55
                                                        DOC: N1ES25497A  CURR OBLIG. [*****]
------------------------------------------------------------------------------------------------------------------------------
15A. ITEM NO.          15B. SUPPLIES/SERVICES                                      15C. QUANTITY  15D. UNIT   15F. AMOUNT

------------------------------------------------------------------------------------------------------------------------------
TITLE:  National Center for Toxicogenomics Microarray Resources - Gene Expression Analysis
PERIOD OF PERFORMANCE:  September 30, 2002 September 29, 2007
CONTRACT TYPE:  Cost Plus Fixed Fee, Term Form
CURRENT OBLIGATION............................................................................................$[*****]
------------------------------------------------------------------------------------------------------------------------------
                                                                              15G. TOTAL AMOUNT OF CONTRACT.  $23,875,065
------------------------------------------------------------------------------------------------------------------------------
                                                    16. TABLE OF CONTENTS
------------------------------------------------------------------------------------------------------------------------------
 [X]      SEC.              DESCRIPTION                PAGE(S)   [ ]      SEC.     DESCRIPTION                PAGE(S)
------------------------------------------------------------------------------------------------------------------------------
                    PART I - THE SCHEDULE                                        PART II - CONTRACT CLAUSES

  X        A     SOLICITATION/CONTRACT FORM              01       X        1     CONTRACT CLAUSES               16
------------------------------------------------------------------------------------------------------------------------------
  X        B     SUPPLIES OR SERVICES AND                02               PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
                 PRICES/COSTS                                                                  ATTACH
------------------------------------------------------------------------------------------------------------------------------
  X        C     DESCRIPTION/SPECS/WORK STATEMENT        04       X        J     LIST OF ATTACHMENTS            22
------------------------------------------------------------------------------------------------------------------------------
  X        D     PACKAGING AND MARKING                   06               PART IV - REPRESENTATIONS AND INSTRUCTIONS
------------------------------------------------------------------------------------------------------------------------------
  X        E     INSPECTION AND ACCEPTANCE               06       X        K     REPRESENTATIONS,               23
---------------------------------------------------------------                  CERTIFICATIONS AND OTHER     ----------------
  X        F     DELIVERIES OR PERFORMANCE               06                      STATEMENTS OR OFFERORS
------------------------------------------------------------------------------------------------------------------------------
  X        G     CONTRACT, ADMINISTRATION DATA           07                L     INSTRS CONDS AND NOTICES TO
                                                                                 OFFERORS
------------------------------------------------------------------------------------------------------------------------------
  X        H     SPECIAL CONTRACT REQUIREMENTS           10                M     EVALUATION FACTORS FOR AWARD
------------------------------------------------------------------------------------------------------------------------------
                               CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
------------------------------------------------------------------------------------------------------------------------------
[ ]CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required    18. [ ] AWARD (contractor is not required to sign this
to sign this document and return 2  copies to issuing           document).  Your offer on Solicitation Number ___, including
office.)  Contractor agrees to finish and deliver all items     the additions or changes made by you which additions or
or perform all the services set forth or otherwise identified   changes are set forth in full above, is hereby accepted as
above and on any continuation sheets for the consideration      to the items listed above and on any continuation sheets.
sheets for the consideration state herein. The rights and       This award consummates the contract which consists of the
obligations of the parties to this contract shall be subject    following documents: (a) the Government's solicitation and
to and governed by the following documents; (a) this            your offer, and (b) this award/contract.  No further
award/contract, (b) the solicitation, if any, and (c) such      contractual document is necessary.
provisions, representations, certifications, and
specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein).
------------------------------------------------------------------------------------------------------------------------------
19A. NAME and TITLE OF SIGNER (Type or print                    20A. NAME OF CONTRACTING OFFICER
Heinrich Gugger, President & CEO                                Jo Ann Lewis, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR          19C. DATE SIGNED               20B. UNITED STATES OF AMERICA               20C. DATE SIGNED
                                                                   BY /s/ Jo Ann Lewis
                                                                      ----------------------------------
/s/ Heinrich Gugger              9/30/02                              (Signature of Contracting Officer)    9/30/02
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

The objectives of this contract are to provide gene expression analyses for
acquiring high quality gene expression data from chemical treated or
environmentally-stressed biological systems.

ARTICLE B.2. ESTIMATED COST AND FIXED FEE

a.      Base Contract

        (1)     The estimated cost of this contract is $[*****]

        (2)     The fixed fee for this contract is $[*****] The fee shall be
                paid in direct ratio to the level of effort expended; that is,
                the percent of fee paid shall be equal to the percent of total
                effort expended. Payment shall be subject to the withholding
                provisions of the clauses ALLOWABLE COST AND PAYMENT and FIXED
                FEE referenced in the General Clause Listing in Part II, ARTICLE
                1.1. of this contract. Payment of fixed fee shall not be made in
                less than monthly increments.

        (3)     The Government's obligation, represented by the sum of the
                estimated cost plus the fixed fee, is $23,875,065.

        (4)     Total funds currently available for payment and allotted to this
                contract are $[*****], of which $[*****] represents the
                estimated costs, and of which $[*****] represents the fixed fee.
                For further provisions on funding, see the LIMITATION OF FUNDS
                clause referenced in Part II, ARTICLE 1.2. Authorized
                Substitutions of Clauses.

        (5)     It is estimated that the amount currently allotted will cover
                performance of the contract through November 30, 2002. It is
                anticipated that the funds currently allotted will cover
                performance for receipt of a report of integration with the TRC
                components to include the Standard Operating Procedures (SOPs).

        (6)     The Contracting Officer may allot additional funds to the
                contract without the concurrence of the Contractor.

b.      Options

        If the Government exercises its option(s) pursuant to ARTICLE H.5. of
        this contract, the estimated cost and fixed fee will be increased as
        follows:

<TABLE>
<CAPTION>

                               Quantity               Fixed Fee              Estimated Cost
                            Min.       Max.      Min. (1)    Max. (4)      Min. (1)      Max. (4)
<S>                          <C>       <C>      <C>          <C>           <C>           <C>
Optional Studies - Year 1    1         4        [*****]

Optional Studies - Year 2    1         4        [*****]

Optional Studies - Year 3    1         4        [*****]

Optional Studies - Year 4    1         4        [*****]

Optional Studies - Year 5    1         4        [*****]
</TABLE>

                                        2

<PAGE>

                                                      Contract No. N01 -ES-25497

ARTICLE B.3. PROVISIONS APPLICABLE TO DIRECT COSTS

a.      ITEMS UNALLOWABLE UNLESS OTHERWISE PROVIDED

        Notwithstanding the clauses; ALLOWABLE COST AND PAYMENT, and FIXED FEE,
        incorporated in this contract, unless authorized in writing by the
        Contracting Officer, the costs of the following items or activities
        shall be unallowable as direct costs:

        (1)     Acquisition, by purchase or lease, of any interest in real
                property;

        (2)     Special rearrangement or alteration of facilities;

        (3)     Purchase or lease of any item of general purpose office
                furniture or office equipment regardless of dollar value.
                (General purpose equipment is defined as any items of personal
                property which are usable for purposes other than research, such
                as office equipment and furnishings, pocket calculators, etc.);

        (4)     Travel to attend general scientific meetings;

        (5)     Foreign travel;

        (6)     Consultant costs;

        (7)     Subcontracts;

        (8)     Patient care costs;

        (9)     Accountable Government property (defined as both real and
                personal property with an acquisition cost of $1,000 or more and
                a life expectancy of more than two years) and "sensitive items"
                (defined and listed in the Contractor's Guide for Control of
                Government Property), 1990, regardless of acquisition value.

b.      TRAVEL COSTS

(1)      Domestic Travel

                (a)     Total expenditures for domestic travel (transportation,
                        lodging, subsistence, and incidental expenses) incurred
                        in direct performance of this contract shall not exceed
                        $[*****] without the prior written approval of the
                        Contracting Officer.

                (b)     The Contractor shall invoice and be reimbursed for all
                        travel costs in accordance with Federal Acquisition
                        Regulations (FAR) 31.205-46.

ARTICLE B.4. ADVANCE UNDERSTANDINGS

Other provisions of this contract notwithstanding, approval of the following
items within the limits set forth is hereby granted without further
authorization from the Contracting Officer.

a.      INDIRECT COSTS

        (1)     In no event shall the final amount reimbursable for Fringe
                Benefits exceed a ceiling of [*****] of direct labor; Overhead
                exceed a ceiling of [*****] of total direct costs; and General
                and Administrative expense exceed a ceiling of [*****] of total
                direct costs and overhead.

                                        3

<PAGE>

                                                      Contract No. N01 -ES-25497

        (2)     The Government is not obligated to pay any additional amount
                should the final indirect cost rates exceed these negotiated
                ceiling rates. In the event that the final indirect cost rates
                are less than these negotiated ceiling rates, the final
                negotiated ceiling rates shall be reduced to conform to the
                lower rates.

                Any costs over and above this cost ceiling shall not be
                reimbursed under this contract or any other Government contract,
                grant,' or cooperative agreement.

        (3)     The Contractor shall complete all work in accordance with the
                Statement of Work, terms and conditions of this contract.

        (4)     The Contractor shall submit a cost proposal to the Director,
                Division of Financial Advisory Services (See ARTICLE G.4.) for
                negotiating provisional and/or final indirect cost rates no
                later than 60 days from date of contract award.

b.      ACCOUNTING SYSTEM

        The Contractor is required to have an accounting system that segregates
        costs and is acceptable for cost reimbursement type contracts. An
        accounting system review will be performed as part of the negotiation of
        indirect cost rates. The contractor must agree to implement changes
        should their system be determined to be inadequate.

c.      SCIENTIFIC MEETINGS

        Travel to general scientific meetings for two people per year upon
        authorization from the Contracting Officer. Conference fees shall not
        exceed a total of $[*****].

d.      CONFIDENTIAL TREATMENT OF SENSITIVE INFORMATION

        The Contractor shall guarantee strict confidentiality of the
        information/data that it is provided by the Government during the
        performance of the contract. The Government has determined that the
        information/data that the Contractor will be provided during the
        performance of the contract is of a sensitive nature and can not be
        disclosed in any manner.

        Disclosure of the information/data, in whole or in part, by the
        Contractor can only be made after the Contractor receives prior written
        approval from the Contracting Officer. Whenever the Contractor is
        uncertain with regard to the proper handling of information/data under
        the contract, the Contractor shall obtain a written determination from
        the Contracting Officer.

SECTION C - DESCRIPTION/SPECIFICATIONS WORK STATEMENT

ARTICLE C.1. STATEMENT OF WORK

a.      Independently and not as an agent of the Government, the Contractor
        shall furnish all the necessary services, qualified personnel, material,
        equipment, and facilities, not otherwise provided by the Government as
        needed to perform the Statement of Work, SECTION J, ATTACHMENT 1, dated
        September 2002, attached hereto and made a part of this contract

ARTICLE C.2. REPORTING REQUIREMENTS

a.      TECHNICAL REPORTS

        In addition to those reports required by the other terms of this
        contract, the Contractor shall prepare and submit the following reports
        during the period of performance of this contract:

                                        4

<PAGE>

                                                      Contract No. N01 -ES-25497

        (1)     Quarterly Update

                This update shall include a summation of the results of the
                quarter completed, i.e., studies in progress, a list of tissue
                samples prepared.

        (2)     Annual Progress Report

                This report shall include a summation of the results of the
                entire contract work for the period covered. An annual report
                will not be required for the period when the Final Report is
                due.

        (3)     Final Report

                This report shall consist of the work performed and results
                obtained for the entire contract period of performance as stated
                in Section F. of this contract. This report shall be in
                sufficient detail to describe comprehensively the results
                achieved. The Final Report shall be submitted on or before the
                last day of the contract performance period.

b.      Other Reports/Deliverables

<TABLE>
<CAPTION>
                    DESCRIPTION                             QUANTITY                            DUE DATE
--------------------------------------------   ---------------------------------    --------------------------------
<S>                                            <C>                                  <C>
1.     Standard Operating Procedures (SOPs)    One (1) original and three (3)       Within 60 days of contract award
       for critical components of the          copies
       Contractor's gene expression platform
       (Component 1)

2.     Report for the Integration with the     One (1) original                     To be determined by the Project
       TRC components                                                               Officer

3.     Provide microarray analysis             Varies                               For the duration of the contract

4.     Chips that meet the requirements set    Varies                               For the duration of the contract
       forth in the Statement of Work under
       Task I, Component 1, section (a).

5.     Quarterly update                        One (1) original and three (3)       Quarterly
                                               copies Electronic copy
                                               (Text-WordPerfect or Word;
                                               spreadsheet-Excel) submitted on a
                                               CD-R

6.     Annual progress report                  One (1) original and three (3)       Annually
                                               copies Electronic copy
                                               (Text-WordPerfect or Word;
                                               spreadsheet-Excel) submitted on a
                                               CD-R

7.     Final report                            One (1) original and three (3)       On or before contract expiration
                                               copies Electronic copy
                                               (Text-WordPerfect or Word;
                                               spreadsheet-Excel) submitted on a
                                               CD-R
</TABLE>

All reports/deliverables shall be delivered to the Project Officer at the
address cited below. In addition, one copy of the Final Report shall be
delivered to the Contracting Officer at the address cited below:

                                        5

<PAGE>

                                                      Contract No. N01 -ES-25497

            Project Officer                      Contracting Officer
            ---------------                      -------------------
            Stanley Stasiewicz                   Jo Ann Lewis
            Project Officer, NIEHS               Contracting Officer, NIEHS
            P.O. Box 12233                       P.O. Box 12874
            Research Triangle Park, NC 27709     Research Triangle Park NC 27709

c.      SUMMARY OF SALIENT RESULTS

        The Contractor will be required to prepare and submit, with the final
        report, a summary (not to exceed 200 words) of salient results achieved
        during the performance of the contract. This report will be required on
        or before the expiration date of the contract.

SECTION D - PACKAGING, MARKING AND SHIPPING

SECTION E - INSPECTION AND ACCEPTANCE

a.      The Contracting Officer or the duly authorized representative will
        perform inspection and acceptance of materials and services to be
        provided.

b.      For the purpose of this SECTION, the Project Officer (as identified in
        ARTICLE G.1.) is the authorized representative of the Contracting
        Officer.

c.      Inspection and acceptance will be performed at Building 101, National
        Institute of Environmental Health Sciences (NIEHS), 111 T. W. Alexander
        Drive, Research Triangle Park, North Carolina 27709. Acceptance may be
        presumed unless otherwise indicated in writing by the Contracting
        Officer or the duly authorized representative within 30 days of receipt.

d.      This contract incorporates the following clause by reference, with the
        same force and effect as if it were given in full text. Upon request,
        the Contracting Officer will make its full text available.

        FAR Clause No 52.246-8, INSPECTION OF RESEARCH AND DEVELOPMENT - COST
        REIMBURSEMENT (MAY 2001).

SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1. PERIOD OF PERFORMANCE

a.      The period of performance of this contract shall be from September 30,
        2002 through September 29, 2007.

b.      The period of performance encompasses the submission of the final report
        specified in Section C., ARTICLE C.2.

ARTICLE F.2. LEVEL OF EFFORT

a.      During the period of performance of this contract, the Contractor shall
        provide [*****] direct labor hours. The labor hours exclude vacation,
        sick leave, and holiday. These labor hours exclude subcontractor labor
        hours. It is estimated that the labor hours are constituted as specified
        below and will be expended approximately as follows:

                                       6

<PAGE>

                                                      Contract No. N01 -ES-25497

                                         LABOR HOURS

LABOR CATEGORY           YEAR 1     YEAR 2     YEAR 3    YEAR 4    YEAR 5
Professional            [*****]    [*****]    [*****]   [*****]   [*****]
Other Professional      [*****]    [*****]    [*****]   [*****]   [*****]
Totals                  [*****]    [*****]    [*****]   [*****]   [*****]

b.      Option(s) for up to four (4) additional studies in each year of the
        contract. If an option is exercised, the Level of Effort will be
        increased by the following amounts:

                             LABOR HOURS               LABOR HOURS
LABOR CATEGORY               FOR 1 STUDY (MIN)         FOR 4 STUDIES (MAX)
                             -----------------         -------------------
Professional                           [*****]
Other Professional
Totals

c.      The Contractor shall have satisfied the requirement herein if not less
        than [*****] nor more than [*****] of the total direct labor hours
        specified herein are furnished.

d.      In the event fewer hours than the minimum specified number of direct
        labor hours in the total categories are used by the Contractor in
        accomplishing the prescribed work and the Government has not invoked its
        rights under the clause TERMINATION (Cost-Reimbursement) Federal
        Acquisition Registration 52.249-6 incorporated in this contract, these
        parties agree that the fee will be adjusted based solely upon the
        quantity of hours by which the number of direct labor hours furnished is
        less than the number of direct labor hours specified in this ARTICLE.
        The resulting adjustment shall be evidenced by a contract modification.

ARTICLE F3. CLAUSES INCORPORATED BY REFERENCE, FAR 52.252-2 (FEBRUARY 1998)

This contract incorporates the following clause by reference, with the same
force and effect as if it were given in full text. Upon request, the Contracting
Officer will make its full text available. Also, the full text of a clause may
be accessed electronically at this address: http://www.arnet.gov/far/.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:

52.242-15, Stop Work Order (AUGUST 1989) with ALTERNATE I (APRIL 1984).

SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. PROJECT OFFICER

The following Project Officers will represent the Government for the purpose of
this contract:

               NAME                     TITLE                       ROLE
Mr. Stanley Stasiewicz     Project Officer          Technical and Administrative
Dr. Rick Paules            Co-Project Officer       Technical, Microarray
Mr. Jeff Tucker            Co-Project Officer       Technical, Microarray
Dr. Cindy Lawler           Advisor                  Technical

                                        7

<PAGE>

                                                      Contract No. N01 -ES-25497

The Project Officer is responsible for: (1) monitoring the Contractor's
technical progress, including the surveillance and assessment of performance and
recommending to the Contracting Officer changes in requirements; (2)
interpreting the Statement of Work and any other technical performance
requirements; (3) performing technical evaluation as required; (4) performing
technical inspections and acceptances required by this contract; and (5)
assisting in the resolution of technical problems encountered during
performance.

The Co-Project officers are responsible, in coordination with the Project
Officer, for (1) monitoring the Contractor's technical progress, including the
surveillance and assessment of performance; (2) interpreting the Statement of
Work and any other technical performance requirements; (3) performing technical
evaluation as required; (4) performing technical inspections and acceptances
required by this contract; and (5) assisting in the resolution of technical
problems encountered during performance.

The Contracting Officer is the only person with authority to act as agent of the
Government under this contract. Only the Contracting Officer has authority, to:
(1) direct or negotiate any changes in the Statement of Work; (2) modify or
extend the period of performance; (3) change the delivery schedule; (4)
authorize reimbursement to the Contractor any costs incurred during the
performance of this contract; or (5) otherwise change any terms and conditions
of this contract.

The Government may unilaterally change its Project Officer designation.

ARTICLE G.2. KEY PERSONNEL

a.      Pursuant to the Key Personnel clause incorporated in this contract, the
        following individuals are considered to be essential to the work being
        performed hereunder:

                           NAME                             TITLE
                         [*****]                           [*****]
                         [*****]                           [*****]
                         [*****]                           [*****]

b.      When "key personnel" have been identified in this contract, it has been
        determined that such named personnel are necessary for the successful
        performance of this contract; and the Contractor agrees to assign such
        persons to the performance of the work under this contract, and shall
        not reassign or remove any of them without the consent of the
        Contracting Officer in accordance with the procedure outlined in
        paragraph d. below.

c.      In addition, during the first ninety (90) days of performance, the
        Contractor shall make no substitutions of key personnel unless the
        substitution is necessitated by illness, death, or termination of
        employment. The Contractor shall notify the Contracting Officer within
        15 calendar days after the occurrence of any of these events and provide
        the information required by paragraph d. below. After the initial ninety
        (90) day period, the Contractor shall submit the information required by
        paragraph d. to the Contracting Officer at least 15 days prior to making
        any permanent substitutions.

d.      The contractor shall provide a detailed explanation of the circumstances
        necessitating the proposed substitutions, complete resumes for the
        proposed substitutes and additional information requested by the
        Contracting Officer. Proposed substitutes shall have substantially equal
        abilities and qualifications to those of the persons being replaced. The
        Contracting Officer will notify the Contractor within 15 calendar days
        after receipt of all required information of the decision on
        substitutions. This ARTICLE will be modified to reflect any approved
        changes of key personnel.

ARTICLE G.3. INVOICE SUBMISSION/CONTRACT FINANCING REQUEST AND CONTRACT
FINANCIAL REPORT

a.      Invoice/Financing Request Instructions and Contract Financial Reporting
        for NIH Cost-Reimbursement Type Contracts NIH(RC)-4 are attached and
        made part of this contract. The instructions and the following
        directions for the submission of invoices/financing request must be
        followed to meet the requirements of a "proper" payment request pursuant
        to FAR 32.9.

                                        8

<PAGE>

                                                      Contract No. N01 -ES-25497

These instructions also provide for the submission of financial and personnel
reporting required by HHSAR 342.7002.

        (1)     Invoices/financing requests shall be submitted as follows:

        An original and two copies to the following designated billing office:

                Contracting Officer
                Research Contracts Branch
                National Institute of Environmental Health Sciences, NIH
                79 T. W. Alexander Dr., 4401 Research Commons
                P.0. Box 12874
                Research Triangle Park, NC 27709

        (2)     Inquiries regarding payment of invoices should be directed to
                the designated billing office, (919) 541-7894.

e.      The Contractor shall include the following certification on every
        invoice for reimbursable costs incurred with Fiscal Year funds subject
        to the salary rate limitation provisions as specified in ARTICLE H.6. of
        this contract. For billing purposes, certified invoices are required for
        the billing period during which the applicable Fiscal Year funds were
        initially charged through the final billing period utilizing the
        applicable Fiscal Year funds:

        "I hereby certify that the salaries charged in this invoice are in
        compliance with P.L. [cite the applicable Public Law Number for the
        applicable Fiscal Year as stated in ARTICLE H.6.] and ARTICLE H.6. of
        the above referenced contract."

ARTICLE G.4. INDIRECT COST RATES

In accordance with Federal Acquisition Regulation (FAR) (48 CFR Chapter 1)
Clause 52.216-7 (d)(2), Allowable Cost and Payment incorporated by reference in
this contract in Part II, Section I, the cognizant Contracting Officer
representative' responsible for negotiating provisional and/or final indirect
cost rates is identified as follows:

        Director, Division of Financial Advisory Services
        Office of Acquisition Management and Policy
        National Institutes of Health
        6100 Building, Room 6B05
        6100 EXECUTIVE BLVD MSC-7540
        BETHESDA MD 20892-7540

These rates are hereby incorporated without further action of the Contracting
Officer.

ARTICLE G.5. GOVERNMENT PROPERTY

a.      In addition to the requirements of the clause, GOVERNMENT PROPERTY,
        incorporated in SECTION I of this contract, the Contractor shall comply
        with the provisions of DHHS Publication, Contractor's Guide for Control
        of Government Property, 1990, which is incorporated into this contract
        by reference. Among other issues, this publication provides a summary of
        the Contractor's responsibilities regarding purchasing authorizations
        and inventory and reporting requirements under the contract. A copy of
        this publication is available upon request to the Contracts Property
        Administrator.

        Requests for information regarding property under this contract should
        be directed to the following office:

        Division of Personal Property Services, NIH
        6011 Building, Suite 637
        6011 EXECUTIVE BLVE MSC 7670
        BETHESDA MD 20852-7670
        (301) 496-6466

                                        9

<PAGE>

                                                      Contract No. N01 -ES-25497

b.      Notwithstanding the provisions outlined in the DHHS Publication,
        Contractor's Guide for Control of Government Property, 1990 which is
        incorporated in this contract in paragraph a. above, the contractor
        shall use the form entitled, "Report of Government Owned, Contractor
        Held Property" for performing annual inventories required under this
        contract. This form is included as an attachment in SECTION J of this
        contract.

c.      Contractor-Acquired Government Property - Schedule I-B
        Pursuant to the clause, GOVERNMENT PROPERTY, incorporated in this
        contract, the Contractor will be authorized to acquire the property
        listed in the attached Schedule I-B for use in direct performance of the
        contract, following receipt of the Contracting Officer's written
        approval, based on contractor-furnished prices and evidence of
        competition.

ARTICLE G.6. POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a.      Contractor Performance Evaluations

        Interim and final evaluations of contractor performance will be prepared
        on this contract in accordance with FAR 42.15. The final performance
        evaluation will be prepared at the time of completion of work. In
        addition to the final evaluation, interim evaluations will be prepared
        annually to coincide with the anniversary date of the contract.

        Interim and final evaluations will be provided to the Contractor as soon
        as practicable after completion of the evaluation. The Contractor will
        be permitted thirty days to review the document and to submit additional
        information or a rebutting statement. If agreement cannot be reached
        between the parties, the matter will be referred to an individual one
        level above' the Contracting Officer, whose decision will be final.

        Copies of the evaluations, contractor responses, and review comments, if
        any, will be retained as part of the contract file, and may be used to
        support future award decisions.

b.      Electronic Access to Contractor Performance Evaluations

        Contractors that have Internet capability may access evaluations through
        a secure Web site for review and comment by completing the registration
        form that can be obtained at the following address:
                http://ocm.od.nih.gov/cdmp/cps contractor.htm

        The registration process requires the contractor to identify an
        individual that will serve as a primary contact and who will be
        authorized access to the evaluation for review and comment. In addition,
        the contractor will be required to identify an alternate contact who
        will be responsible for notifying the cognizant contracting official in
        the event the primary contact is unavailable to process the evaluation
        within the required 30-day time frame.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.1. REIMBURSEMENT OF COSTS FOR INDEPENDENT RESEARCH AND DEVELOPMENT
PROJECTS

The primary purpose of the Public Health Service (PHS) is to support and advance
independent research within the scientific community. This support is provided
in the form of contracts and grants totaling approximately 7 billion dollars
annually. PHS has established effective, time tested and well recognized
procedures for stimulating and supporting this independent research by selecting
from multitudes of applications those research projects most worthy of support
within the constraints of its appropriations. The reimbursement through the
indirect cost mechanism of independent research and development costs not
incidental to product improvement would circumvent this competitive process.

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                                                      Contract No. N01 -ES-25497

To ensure that all research and development projects receive similar and equal
consideration, all organizations may compete for direct funding of independent
research and development projects they consider worthy of support by submitting
those projects to the appropriate Public Health Service grant office for review.
Since these projects may be submitted for direct funding, the Contractor agrees
that no costs for any independent research and development project, including
all applicable indirect costs, will be claimed under this contract.

ARTICLE H.2. HUMAN SUBJECTS

It is hereby understood and agreed that research involving human subjects shall
not be conducted under this contract, and that no material developed, modified,
or delivered by or to the Government under this contract, or any subsequent
modification of such material, will be used by the Contractor or made available
by the Contractor for use by anyone other than the Government, for experimental
or therapeutic use involving humans without the prior written approval of the
Contracting Officer.

ARTICLE H.3. CONTINUED BAN ON FUNDING OF HUMAN EMBRYO RESEARCH Pursuant to
Public Law(s) cited in paragraph b. , below, NIH is prohibited from using
appropriated funds to support human embryo research. Contract funds may not be
used for (1) the creation of a human embryo or embryos for research purposes; or
(2) research in which a human embryo or embryos are destroyed, discarded, or
knowingly subjected to risk of injury or death greater than that allowed for
research on fetuses in utero under 45 CFR 46.208(a)(2) and Section 498(b) of the
Public Health Service Act (42 U.S.C. 289g(b)). The term "human embryo or
embryos" includes any organism, not protected as a human subject under 45 CFR 46
as of the date of the enactment of this Act, that is derived by fertilization,
parthenogenesis, cloning, or any other means from one or more human gametes or
human diploid cells.
        Additionally, in accordance with a March 4, 1997 Presidential
        Memorandum, Federal funds may not be used for cloning of human beings.

c.      PUBLIC LAW AND SECTION NO.      FISCAL YEAR          PERIOD COVERED

        P.L. 107-116, Section 510       2002                 (10/1/01 - 9/30/02)

ARTICLE H.4. NEEDLE EXCHANGE

a.      Pursuant to Public Law(s) cited in paragraph b., below, contract funds
        shall not be used to carry out any program of distributing sterile
        needles or syringes for the hypodermic injection of any illegal drug.

b.      PUBLIC LAW AND SECTION NO.      FISCAL YEAR,         PERIOD COVERED

        P.L. 107-1 16, Section 505      2002                 (10/1/01 - 9/30/02)

ARTICLE H.5. OPTION PROVISION

Unless the Government exercises its option pursuant to the Option Clause set
forth in ARTICLE 1.3., the contract will consist only the Base Contract of the
Statement of Work as defined in Sections C and F of the contract. Pursuant to
clause 52.217-6 set forth in ARTICLE 1.3. of this contract, the Government may,
by unilateral contract modification, require the Contractor to perform Optional
Studies as described in Section A.(2) of the Statement of Work as also defined
in Sections C and F of the contract. If the Government exercises these options,
notice must be given at least 60 days prior to the expiration date of this
contract, and the estimated cost plus fixed fee of the contract will be
increased as set forth in ARTICLE B.2. and the level of effort will be increased
as set forth in ARTICLE F.2.depending on the number of additional studies
needed.

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                                                      Contract No. N01 -ES-25497

ARTICLE H.6. SALARY RATE LIMITATION LEGISLATION PROVISIONS

a.      Pursuant to Public Law(s) cited in paragraph b., below, no NIH Fiscal
        Year funds may be used to pay the direct salary of an individual through
        this contract at a rate in excess of applicable amount shown for the
        fiscal year covered. Direct salary is exclusive of fringe benefits,
        overhead, and general and administrative expenses (also referred to as
        "indirect cost" or "facilities and administrative (F&A) costs"). Direct
        salary has the same meaning as the term "institutional base salary." An
        individual's direct salary (or institutional base salary) is the annual
        compensation that the contractor pays for an individual's appointment
        whether that individual's time is spent on research, teaching, patient
        care or other activities. Direct salary (or institutional base salary)
        excludes any income that an individual may be permitted to earn outside
        of duties to the contractor. The per year salary rate limit also applies
        to individuals proposed under subcontracts. It does not apply to fees
        paid to consultants.. If this is a multiple year contract, it may be
        subject to unilateral modifications by the Government if an individual's
        salary rate exceeds any salary rate ceiling established in future HHS
        appropriation acts.

                                                         AMOUNT OF
b.      PUBLIC LAW NO.              FISCAL YEAR          ALARY LIMITATION DOLLAR
        107-116                     FY-02                Executive Level 1*

c.      Direct salaries which will be paid with FY-02 funds are limited to the
        Executive Level I rate which was in effect on the date(s) the expense
        was incurred.

*For contract expenditures using FY-02 funds, the period 10/1/01 - 12/31/01 the
Executive Level I rate is $161,200. Effective 1/1/02, for contract expenditures
using FY-02 funds, the Executive Level! rate is increased to $166,700 and will
remain at that level until such tune as it is determined to raise the Executive
Schedule annual rates. See the web site listed below for Executive Schedule
rates of pay.

FY-02 EXECUTIVE LEVEL SALARIES: http://www .opnz.kov/oca/02tables/ex.pdf

ARTICLE H.7. INFORMATION TECHNOLOGY SYSTEMS SECURITY SPECIFICATIONS

The Contractor agrees to comply with the Information Technology system security
and/or privacy specifications set forth in the Statement of Work, the Computer
Security Act of 1987 Office of Management and Budget (0MB) Circular A-130,
Appendix III, "Security of Federal Automated Information Systems," and the DHHS
Automated Information Systems Security Program Handbook (Release 2.0, dated May
1994). The Contractor further agrees to include this provision in any
subcontract awarded pursuant to this prime contract.

NOTE:   OMB A-130 is accessible via web site:
        http://csrc.ncsl.nist.gov/secplcy/al30app3.txt

        DHHS Automated Information Systems Security Program Handbook is
        accessible via web site: http://irm.cit.nih.gov/policy/aissp.html

ARTICLE H.8. ELECTRONIC AND INFORMATION TECHNOLOGY STANDARDS

Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as
amended by P.L.10S-220 under Title IV (Rehabilitation Act Amendments of 1998)
all Electronic and Information Technology (EIT) developed, procured, maintained
and/or used under this contract shall be in compliance with the "Electronic and
Information Technology Accessibility Standards" set forth by the Architectural
and Transportation Barriers Compliance Board (also referred to as the "Access
Board") in 36 CFR Part 1194. The complete text of Section 508 Final Standards
can be accessed at http://www.access-board.gov/

The standards applicable to this requirement are [identified in the Statement of
Work/listed below]:

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                                                      Contract No. N01 -ES-25497

ARTICLE H.9. ENERGY STAR REQUIREMENTS

Executive Order 13123, "Greening the Government Through Efficient Energy
Management" and FAR 23 .203 require that when Federal Agencies acquire energy
using products, they select, where life-cycle cost-effective, and available,
ENERGY STAR(R) or other energy efficient products.

Unless the Contracting Officer determines otherwise, all energy-using products
acquired under this contract must be either an ENERGY STAR(R) or other energy
efficient product designated by the Department of Energy's Federal Energy
Management Program (FEMP).

        For more information about ENERGY STAR(R) see http://www.energystar.gov/
        For more information about FEMP see
        http://www.eren.doe.gov/femp/procurement

ARTICLE H.10. PUBLICATION AND PUBLICITY

The contractor shall acknowledge the support of the National Institutes of
Health whenever publicizing the work under this contract in any media by
including an acknowledgment substantially as follows:

        "This project has been funded in whole or in part with Federal funds
        from the National Institute of Environmental Health Sciences, National
        Institutes of Health, under Contract No. N01-ES-25497."

ARTICLE H.11. PRESS RELEASES

a.      Pursuant to Public Law(s) cited in paragraph b., below, the contractor
        shall clearly state, when issuing statements, press releases, requests
        for proposals, bid solicitations and other documents describing projects
        or programs funded in whole or in part with Federal money: (1) the
        percentage of the total costs of the program or project which will be
        financed with Federal money; (2) the dollar amount of Federal funds for
        the project or program; and (3) the percentage and dollar amount of the
        total costs of the project or program that will be financed by
        nongovernmental sources.

b.      PUBLIC LAW AND SECTION NO.      FISCAL YEAR          PERIOD COVERED

        P.L. 107-116, Section 507       2002                 (10/1/01 - 9/30/02)

ARTICLE H.12. REPORTING MATTERS INVOLVING FRAUD, WASTE AND ABUSE

Anyone who becomes aware of the existence or apparent existence of fraud, waste
and abuse in NIH funded programs is encouraged to report such matters to the HHS
Inspector General's Office in writing or on the Inspector General's Hotline. The
toll free number is 1-800-HHS-TIPS (1-800-447-8477). All telephone calls will be
handled confidentially. The e-mail address is Htips@os.dhhs.gov and the mailing
address is:

        Office of Inspector General
        Department of Health and Human Services
        TIPS HOTLINE
        P.O. Box 23489
        Washington, D.C. 20026

ARTICLE H.13. YEAR 2000 COMPLIANCE

In accordance with FAR 39.106, Information Technology acquired under this
contract must be Year 2000 compliant as set forth in the following clause(s):

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                                                      Contract No. N01 -ES-25497

1.      SERVICE INVOLVING THE USE OF INFORMATION TECHNOLOGY

        YEAR 2000 COMPLIANCE--SERVICE INVOLVING THE USE OF INFORMATION
        TECHNOLOGY

        The Contractor agrees that each item of hardware, software, and firmware
        used under this contract shall be able to accurately process date data
        (including, but not limited to, calculating, comparing and sequencing)
        from, into and between the twentieth and twenty-first centuries and the
        Year 1999 and the Year 2000 and leap year calculations.

                                 (End of Clause)

2.      NONCOMMERCIAL SUPPLY ITEMS WARRANTY

        YEAR 2000 WARRANTY--NONCOMMERCIAL SUPPLY ITEMS

        The contractor warrants that each noncommercial item of hardware,
        software, and firmware delivered or developed under this contract and
        listed below shall be able to accurately process date data (including,
        but not limited to, calculating, comparing and sequencing) from, into
        and between the twentieth and twenty-first centuries and the Year 1999
        and the Year 2000 and leap year calculations, when used in accordance
        with the item documentation provided by the contractor, provided that
        all listed or unlisted items (e.g., hardware, software and firmware)
        used in combination with such listed item properly exchange date data
        with it. If the contract requires that specific listed items must
        perform as a system in accordance with the foregoing warranty, then that
        warranty shall apply to those listed items as a system. The duration of
        this warranty and the remedies available to the Government for breach of
        this warranty shall be as defined in, and subject to, the terms and
        limitations of any general warranty provisions or this contract provided
        that notwithstanding any provision to the contrary in such warranty
        provision(s), or in the absence of any such warranty provision(s), the
        remedies available to the Government under this warranty shall include
        repair or replacement of any listed item whose noncompliance is
        discovered and made known to the contractor in writing within ninety
        (90) days after acceptance. Nothing in this warranty shall be construed
        to limit any rights or remedies the Government may otherwise have under
        this contract with respect to defects other than Year 2000 performance.

                            YEAR 2000 COMPLIANT ITEMS
                        _____________________________________
                        _____________________________________
                        _____________________________________

                                 (end of clause)

3.      COMMERCIAL SUPPLY PRODUCTS WARRANTY

        YEAR 2000 WARRANTY--COMMERCIAL SUPPLY ITEMS

        The contractor warrants that each hardware, software and firmware
        product delivered under this contract and listed below shall be able to
        accurately process date data (including, but not limited to,
        calculating, comparing, and sequencing) from, into, and between the
        twentieth and twenty-first centuries and the Year 1999 and the Year 2000
        and leap year calculations, when used in accordance with the product
        documentation provided by the contractor, provided that all listed or
        unlisted products (e.g., hardware, software, firmware) used in
        combination with such listed product properly exchange date data with
        it. If the contract requires that specific listed products must perform
        as a system in accordance with the foregoing warranty, then that
        warranty shall apply to those listed products as a system. The duration
        of this warranty and the remedies available to the Government for breach
        of this warranty shall be as defined in, and subject to, the terms and
        limitations of the contractor's standard commercial warranty or
        warranties contained in this contract, provided that notwithstanding any
        provision to the contrary in such commercial warranty or warranties, the
        remedies available to the Government under this warranty shall include
        repair or replacement of any listed product whose non-compliance is
        discovered and made known to the contractor in writing within ninety
        (90) days after acceptance. Nothing in this warranty shall be construed
        to limit any rights or remedies the Government may otherwise have under
        this contract with respect to defects other than Year 2000 performance.

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                            YEAR 2000 COMPLIANT ITEMS
                        _____________________________________
                        _____________________________________
                        _____________________________________
                                 (end of clause)

ARTICLE H.14. OBTAINING AND DISSEMINATING BIOMEDICAL RESEARCH RESOURCES

Unique research resources arising from NIH-funded research are to be shared with
the scientific research community. NIH provides guidance, entitled, "Sharing
Biomedical Research Resources: Principles and Guidelines for Recipients of NIH
Research Grants and Contracts," (Federal Register Notice, December 23, 1999 [64
FR 72090]), concerning the appropriate terms for disseminating and acquiring
these research resources. This guidance, found at:
http://ott.od.nih.gov/NewPages/64FR72090.pdf. is intended to help contractors
ensure that the conditions they impose and accept on the transfer of research
tools will facilitate further biomedical research, consistent with the
requirements of the Bayh-Dole Act and NIH funding policy.

Note: For the purposes of this Article, the terms, "research tools," "research
materials," and "research resources" are used interchangeably and have the same
meaning.

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                                                      Contract No. N01 -ES-25497

                            PART II- CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

ARTICLE I.1. GENERAL CLAUSES FOR A COST-REIMBURSEMENT RESEARCH AND DEVELOPMENT
CONTRACTS - FAR 52.252-2, CLAUSES INCORPORATED BY REFERENCE (FEBRUARY 1998)

This contract incorporates the following clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available. Also, the full text of
a clause may be accessed electronically at this address:
http://www.arnet.gov/far/.

a.      FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

FAR
CLAUSE NO.         DATE            TITLE
----------         --------        --------------------------------------------

52.202-1           Dec 2001        Definitions

52.203-3           Apr 1984        Gratuities (Over $109,000)

52.203-5           Apr 1984        Covenant Against Contingent Fees
                                   (Over $100,000)

52.203-6           Jul 1995        Restrictions on Subcontractor Sales to the
                                   Government (Over $100,000)

52.203-7           Jul 1995        Anti-Kickback Procedures(Over $100,000)

52.203-8           Jan 1997        Cancellation, Rescission, and Recovery of
                                   Funds for Illegal or Improper Activity
                                   (Over $100,000)

52.203-10          Jan 1997        Price or Fee Adjustment for Illegal or
                                   Improper Activity (Over $100,000)

52.203-12          Jun 1997        Limitation on Payments to Influence Certain
                                   Federal Transactions (Over $100,000)

52.204-4           Aug 2000        Printed or Copied Double-Sided on Recycled
                                   Paper (Over $100,000)

52.209-6           Jul 1995        Protecting the Government's Interests When
                                   Subcontracting With Contractors Debarred,
                                   Suspended, or Proposed for Debarment
                                   (Over $25,000)

52.2 15-2          Jun 1999        Audit and Records - Negotiation
                                   (Over $100,000)

52.2 15-8          Oct 1997        Order of Precedence - Uniform Contract Format

52.215-10          Oct 1997        Price Reduction for Defective Cost or Pricing
                                   Data

52.215-12          Oct 1997        Subcontractor Cost or Pricing Data
                                   (Over $500,000)

52.2 15-14         Oct 1997        Integrity of Unit Prices (Over $100,000)

52.2 15-15         Dec 1998        Pension Adjustments and Asset Reversions

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                                                      Contract No. N01 -ES-25497

52.2 15-18         Oct 1997        Reversion or Adjustment of Plans for
                                   Post-Retirement Benefits (PRB) other than
                                   Pensions

52.215-19          Oct 1997        Notification of Ownership Changes

52.215-21          Oct 1997        Requirements for Cost or Pricing Data or
                                   Information Other Than Cost or Pricing
                                   Data - Modifications

52.216-7           Feb 2002        Allowable Cost and Payment

52.216-8           Mar 1997        Fixed Fee

52.2 19-8          Oct 2000        Utilization of Small Business Concerns
                                   (Over $100,000)

52.2 19-9          Jan 2002        Small Business Subcontracting Plan
                                   (Over $500,000)

52.2 19-16         Jan 1999        Liquidated Damages - Subcontracting Plan
                                   (Over $500,000)

52.222-2           Jul 1990        Payment for Overtime Premium (Over $100,000)
                                   (Note: The dollar amount in paragraph (a)
                                   of this clause is $0 unless otherwise
                                   specified in the contract.)

52.222-3           Aug 1996        Convict Labor

52.222-26          Apr 2002        Equal Opportunity

52.222-35          Dec 2001        Equal Opportunity for Special Disabled
                                   Veterans, Veterans of the Vietnam Era,
                                   and Other Eligible Veterans

52.222-36          Jun 1998        Affirmative Action for Workers with
                                   Disabilities

52.222-37          Dec 2001        Employment Reports on Special Disabled
                                   Veterans, Veterans of the Vietnam Era, and
                                   Other Eligible Veterans

52.223-6           May 2001        Drug-Free Workplace

52.223-14          Oct 2000        Toxic Chemical Release Reporting

52.225-1           May 2002        Buy American Act - Supplies

52.225-13          Jul 2000        Restrictions on Certain Foreign Purchases

52.227-1           Jul 1995        Authorization and Consent, Alternate
                                   I (Apr 1984)

52.227-2           Aug 1996        Notice and Assistance Regarding Patent and
                                   Copyright Infringement (Over $100,000)

52.227-11          Jun 1997        Patent Rights - Retention by the Contractor
                                   (Short Form) (Note: In accordance with
                                   FAR 27.303(a)(2), paragraph (f) is modified
                                   to include the requirements in
                                   FAR 27.303(a)(2)(i) through (iv).
                                   The frequency of reporting in (i) is annual.

52.227.14          Jun 1987        Rights in Data - General

52.232-9           Apr 1984        Limitation on Withholding of Payments

52.232-17          Jun 1996        Interest (Over $100,000)

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                                                      Contract No. N01 -ES-25497

52.232-20          Apr 1984        Limitation of Cost

52.232-23          Jan 1986        Assignment of Claims

52.232-25          Feb 2002        Prompt Payment

52.232-34          May 1999        Payment by Electronic Funds Transfer--Other
                                   Than Central Contractor Registration

52.233-1           Jul 2002        Disputes

52.233-3           Aug 1996        Protest After Award, Alternate I (Jun 1985)

52.242-1           Apr 1984        Notice of Intent to Disallow Costs

52.242-3           May 2001        Penalties for Unallowable Costs
                                   (Over $500,000)

52.242-4           Jan 1997        Certification of Final Indirect Costs

52.242-13          Jul 1995        Bankruptcy (Over $100,000)

52.243-2           Aug 1987        Changes - Cost Reimbursement, Alternate V
                                   (Apr 1984)

52.244-2           Aug 1998        Subcontracts, Alternate II (Aug 1998) *If
                                   written consent to subcontract is required,
                                   the identified subcontracts are listed in
                                   ARTICLE B, Advance Understandings.

52.244-5           Dec 1996        Competition in Subcontracting (Over $100,000)

52.245-5           Jan 1986        Government Property (Cost-Reimbursement, Time
                                   and Material, or Labor-Hour Contract)

52.246-23          Feb 1997        Limitation of Liability (Over $100,000)

52.249-6           Sep 1996        Termination (Cost-Reimbursement)

52.249-14          Apr 1984        Excusable Delays

52.253-1           Jan 1991        Computer Generated Forms


b.      DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR)
        (48 CFR CHAPTER.3) CLAUSES:

HHSAR
CLAUSE N0          DATE            TITLE
-----------        --------        ---------------------------------------------

352.202-1          Jan 2001        Definitions - with Alternate paragraph (h)
                                   (Jan 2001)

352.2 16-72        Oct 1990        Additional Cost Principles

352.228-7          Dec 1991        Insurance - Liability to Third Persons

352.232-9          Apr 1984        Withholding of Contract Payments

352.233-70         Apr 1984        Litigation and Claims

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                                                      Contract No. N01 -ES-25497

352.242-71         Apr 1984        Final Decisions on Audit Findings

352.270-5          Apr 1984        Key Personnel

352.270-6          Jul 1991        Publications and Publicity

352.270-7          Jan 2001        Paperwork Reduction Act

[End of GENERAL CLAUSES FOR A COST-REIMBURSEMENT RESEARCH AND DEVELOPMENT
CONTRACT - Rev. 9/2002].

ARTICLE I.2 AUTHORIZED SUBSTITUTION OF CLAUSES

Contract No. N01-ES-25497 ARTICLE 1.1. of this SECTION is hereby modified as
follows:

FAR Clause 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (JANUARY 2002), and FAR
Clause 52.219-16, LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (JANUARY 1999) are
deleted in their entirety.

FAR Clause 52.232-20, LIMITATION OF COST, is deleted in its entirety and FAR
Clause 52.232-22, LIMITATION OF FUNDS (APRIL 1984) is substituted therefor.
Note: When this contract is fully funded, FAR Clause 52.232-22, LIMITATION OF
FUNDS will no longer apply and FAR Clause 52.232-20, LIMITATION OF COST will
become applicable.

ARTICLE I.3. ADDITIONAL CONTRACT CLAUSES

This contract incorporates the following clauses by reference, with the same
force and effect, as if they were given in full text. Upon request, the
contracting officer will make their full text available.

a.      FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES

        (1)     FAR 52.217-6, Option for Increased Quantity (MARCH 1989).

        "....The Contracting Officer may exercise the option by written notice
        to the Contractor within 15 days

        (2)     FAR 52.2 19-4, Notice of Price Evaluation Preference for HUBZone
                Small Business Concerns (JANUARY 1999).

                "(c)    Waiver of evaluation preference

                [ ] Offeror elects to waive the evaluation preference."

        (3)     FAR 52.219-23, Notice of Price Evaluation Adjustment for Small
                Disadvantaged Business Concerns (MAY 2001).

                "(b)    Evaluation adjustment. (1) The Contracting Officer will
                evaluate offers by adding a factor of 10 percent to the price of
                all offers, except--.."

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                                                      Contract No. N01 -ES-25497

        (4)     FAR 52.223-3, Hazardous Material Identification and Material
                Safety Data (JANUARY 1997), ALTERNATE I (JULY 1995).

        (5)     FAR 52.227-14, Rights in Data - General (JUNE 1987).

        (6)     Alternate I (JUNE 1987), FAR 52.227-14, Rights in Data--General
                (JUNE 1987).

        (7)     Alternate II (JUNE 1987), FAR 52.227-14, Rights in Data--General
                (JUNE 1987).

                Additional purposes for which the limited rights data may be
                used are:

        (8)     Alternate III (JUNE 1987), FAR 52.227-14, Rights in
                Data--General (JUNE 1987).

                Additions to, or limitations on, the restricted rights set forth
                in the Restricted Rights Notice of subparagraph (g)(3) of the
                clause are expressly stated as follows:

        (9)     Alternate V (JUNE 1987), FAR 52.227-14, Rights in Data--General
                (JUNE 1987).

                Specific data items that are not subject to paragraph (j)
                include:

        (10)    FAR 52.227-19, Commercial Computer Software--Restricted Rights
                (JUNE 1987).

        (11)    FAR 52.246-23, Limitation of Liability (FEBRUARY 1997).

        (12)    FAR 52.25 1-1, Government Supply Sources (APRIL 1984),

b.      DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION REGULATION (HHSAR)
        (48 CHAPTER 3) CLAUSES:

        (1)     HHSAR 352.223-70, Safety and Health (JANUARY 2001). [This clause
                is provided in full text in SECTION J -ATTACHMENTS.]

        (2)     HHSAR 352.270-I, Accessibility of Meetings, Conferences and
                Seminars to Persons with Disabilities (JANUARY 2001).

c.      NATIONAL INSTITUTES OF HEALTH (NIH) RESEARCH CONTRACTING (RC) CLAUSES:

        The following clauses are attached and made a part of this contract:

        (1)     NIH (RC)-7, Procurement of Certain Equipment (APRIL 1984) (0MB
                Bulletin 8 1-16).

ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clauses in full text.

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                                                      Contract No. N01 -ES-25497

FEDERAL ACQUISITION REGULATION (FAR)(48 CFR CHAPTER 1) CLAUSES:

a.      FAR Clause 52.244-6, SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002)

        (a)     Definitions. As used in this clause-- Commercial item, has the
                meaning contained in the clause at 52.202-1, Definitions.

                Subcontract, includes a transfer of commercial items between
                divisions, subsidiaries, or affiliates of the Contractor or
                subcontractor at any tier.

        (b)     To the maximum extent practicable, the Contractor shall
                incorporate, and require its subcontractors at all tiers to
                incorporate, commercial items or nondevelopmental items as
                components of items to be supplied under this contract.

        (c)     (1) The Contractor shall insert the following clauses in
        subcontracts for commercial items:

                (i)     52.2 19-8, Utilization of Small Business Concerns (OCT
                        2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts
                        that offer further subcontracting opportunities. If the
                        subcontract (except subcontracts to small business
                        concerns) exceeds $500,000 ($1,000,000 for construction
                        of any public facility), the subcontractor must include
                        52.2 19-8 in lower tier subcontracts that offer
                        subcontracting opportunities.

                (ii)    52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).

                (iii)   52.222-35, Equal Opportunity for Special Disabled
                        Veterans, Veterans of the Vietnam Era, and Other
                        Eligible Veterans (DEC 2001) (38 U.S.C. 42 12(a)).

                (iv)    52.222-36, Affirmative Action for Workers with
                        Disabilities (JUN 1998) (29 U.S.C. 793).

                (v)     52.247-64, Preference for Privately Owned U.S.-Flag
                        Commercial Vessels (JUN 2000) (46 U.S.C. Appx 1241)
                        (flowdown not required for subcontracts awarded
                        beginning May 1, 1996).

                (2)     While not required, the Contractor may flow down to
                        subcontracts for commercial items a minimal number of
                        additional clauses necessary to satisfy its contractual
                        obligations.

        (d)     The Contractor shall include the terms of this clause, including
                this paragraph (d), in subcontracts awarded under this contract.

                                       21

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                                                      Contract No. N01 -ES-25497

                                    PART III

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

1.      Statement of Work, Ttoxicogenomics Microarray Resource, dated 9/02, 5
        pages.

2.      Invoice/Financing Request and Contract Financial Reporting Instructions
        for NIH Cost-Reimbursement Type Contracts, NIH(RC)-4, (5/97), 5 pages.

3.      Safety and Health, HHSAR Clause 352.223-70, (1/01), 1 page.

4.      Government Property - Schedule I-B, dated 9/20, 1 pages.

5.      Report of Government Owned, Contractor Held Property, 1 page.

6.      Procurement of Certain Equipment, NIH(RC)-7, 4/1/84, 1 page.

                                       22

<PAGE>

                                                      Contract No. N01 -ES-25497

                                     PART IV

                 SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

1.      Representations and Certifications, dated January 8, 2002.

                               END of the SCHEDULE
                                   (CONTRACT)

                                       23

<PAGE>

                                                      Contract No. N01 -ES-25497

                                                                    Attachment 1

         STATEMENT OF WORK FOR NATIONAL CENTER FOR TOXICOGENOMICS (NCT)
                               MICROARRAY RESOURCE

                            GENE EXPRESSION ANALYSIS

                                 SEPTEMBER 2002

The major objective of this contract are to provide gene expression analyses for
acquiring high quality gene expression data from chemical treated or
environmentally-stressed biological systems.

A.      Gene Expression Analysis

        The Contractor shall provide gene expression analysis for obtaining high
        quality gene expression profiles derived from toxicant treated or
        environmentally-stressed biological samples. With the rapid advance of
        genomic information for multiple organisms, this platform must be highly
        flexible to change and grow through the course of the contract. The
        Contractor shall provide a validated, state-,of-the-art mRNA microarray
        expression methodology.

        The goal of this objective is to conduct initial pilot studies with the
        NIEHS Microarray Center (NMC) to validate the Contractor's methodology
        and to establish a baseline for merging data from the current NIEHS gene
        expression database with the prototype database generated in this
        contract. Over the term of this contract, it is expected that the number
        of investigators supported by the service of this contract will grow in
        order to increase the rate at which gene expression profile information
        may be accumulated. The details and phasing are provided below:

        (1)     Component 1 - Establishment of a gene expression platform that
                demonstrates utility and validity through data generation and
                exchange with the NCT.

                The NCT has been conducting gene expression experiments with
                rat, mouse or human cell lines through the NIEHS Microarray
                Center (NMC) using an in-house generated cDNA microarray
                platform for hybridizations. It is the desire of the NCT to
                build on the expertise already existing at the NMC to lay the
                groundwork for the development of a prototype toxicological
                microarray gene expression database. In order to facilitate
                this, the following objectives have been set:

                (a)     Provision of critical components of the Contractor's
                        gene expression platform to the NCT.

                        Designated members of the NCT (i.e., members of the NMC)
                        will serve to validate the work of the Contractor.
                        Therefore the Contractor shall provide the NMC the
                        critical components of its gene expression platform.
                        This will include microarray chips (details discussed in
                        the following paragraph), protocols and any, specialized
                        supplies or tools for labeling and hybridizing RNA to
                        these chips, array analysis tools, and training and
                        support in the use of these components as well as
                        support in production of

                                       24

<PAGE>

                                                      Contract No. N01 -ES-25497

                        appropriate files/formats for integration into the
                        image. analysis software and databases being used by the
                        NMC. It is anticipated that this activity will occur
                        during months 1 to 6 after the contract award.

                        The Contractor shall provide high quality genomic
                        resources for the generation of sufficient number of
                        chips for replicate analysis of these samples. In the
                        case of a cDNA-based platform, all clones shall be fully
                        sequence verified (greater than 95%) and clones shall be
                        provided upon request for further validation. In the
                        case of an oligonucleotide-based platform, sequences of
                        a length and number appropriate for optimal and specific
                        hybridization of each gene shall be provided by the
                        Contractor, and information on the accuracy of the
                        sequences on the chip shall be assessed and provided.
                        High quality control measures/information should be
                        documented and provided. Regardless of the platform, it
                        is anticipated that the chips shall contain sequences to
                        provide gene expression information on a minimum of
                        20,000 genes/chip. This number may be increased,
                        decreased, or the genes represented may be modified as
                        the situation requires. The addition of other species
                        (i.e., yeast or Drosophila may be required in later
                        stages of the contract). In addition, appropriate and
                        flexible chip layouts must be allowed to adapt to the
                        scanning/image analysis capabilities of the NCT
                        consortium members. Provision of chip layouts and gene
                        annotation of data files should be made. Finally, chips
                        that represent the entire genome of an organism may be
                        required when possible. Each chip shall contain DNA
                        sequences that serve as positive and negative controls
                        as well as sequences that may be used for normalization
                        of one array to another. Adequate numbers of replicate
                        analyses to get reliable interpretation of significant
                        gene expression changes will be performed.

                (b)     Conduct of proof-of-principle experiments to validate
                the gene expression platform.

                        It is anticipated that the NMC for the NCT will conduct
                        up to four (4) large proof-of-principle experiments
                        focused on the examination of chemical or environmental
                        stress effects on model organisms. RNA samples will be
                        generated by the NMC or a contractor. It is expected
                        that a subset of the samples from these studies will be
                        split between the NMC and the Contractor for the purpose
                        of validation of the microarray methods and analysis at
                        each location.

                        In the first component of this project it is anticipated
                        that each experiment will consist of approximately 200
                        RNA samples to be analyzed in replicates (up to 4 chips
                        per sample) that may be derived from rat, mouse, or
                        human cell models. (Time frame month 7 - 12).

                (c)     Exchange of information between the Contractor and the
                NMC.

                        An area of focus is the comparison, validation and
                        quality assessment of the Contractor platform. Data
                        generated at both the NCT and the Contractor's site will
                        be shared. Data generated in Section (b) and in other

                                       25

<PAGE>

                                                      Contract No. N01 -ES-25497

                        gene expression studies conducted by the NMC on their
                        current cDNA microarray platform as well as on the
                        Contractor's platform will be deposited for use by NCT
                        personnel into a prototype gene expression database
                        possibly developed by the Contractor (according to the
                        criteria below), through another contract or on site at
                        NIEHS. It is anticipated that this activity will occur
                        during months 7 to 60 after the contract award.

        (2)     COMPONENT 2 - DEVELOPMENT OF STANDARDS AND PRACTICES FOR
                INCORPORATION OF DATA FROM NIEHS EXTRAMURALLY SUPPORTED
                CONSORTIA.

                In order to develop consistency between the NMC and the
                extramural laboratories, up to four (4) validation baseline
                toxicology experiments involving rat, mouse, or human cell lines
                will be performed. These experiments may be conducted in rat,
                mouse or human models. It is anticipated that some of the
                extramural laboratories and the NMC will perform identical
                experiments. In general, these experiments will take the
                following format. (Time frame month 7-24).

                (a)     First multiple hybridization experiments on several RNA
                        extractions from various cell lines grown in normal
                        logarithmic stage will be compared among all platforms.

                (b)     These cell lines will be perturbed by several known
                        physiological or other type of stresses or known
                        toxicants to provide specific toxicant signatures.

                (c)     Several unknown compounds to provide comparisons to the
                        known library.

                (d)     These experiments will generate as many as 2400
                        biological samples in the first 24 months. Once
                        baselines have been set between the Contractor, the NMC
                        and extramural laboratories, and preliminary validation,
                        proof-of-principle experiments have been conducted, all
                        contract services will be provided under the direction
                        of the Project Officer for conducting gene expression
                        analysis on studies.

                        The Contractor, under direction of the Project Officer,
                        shall provide chips and/or perform RNA gene expression
                        analysis (labeling and hybridizations to their
                        chips-details for chips outlined in (1)(b)) for specific
                        experiments. These experiments may include, but not be
                        limited to: additional experiments with cell lines,
                        analysis of tissues following treatment of animals with
                        specific toxicants, environmental stresses, or the study
                        of developmental changes within an organism. It is
                        anticipated that the RNA will be extracted by the
                        specific performing members at their home sites and
                        simultaneous RNA analysis will be performed by the NMC
                        on site as well as by the Contractor at the Contractor's
                        site. (Time frame month 7-60).

                        The Contractor shall:

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<PAGE>

                                                      Contract No. N01 -ES-25497

                (a)     provide DNA chips and associated information of the
                        quality outlined in (1) (b) to the NMC and the
                        extramural laboratories to allow multi-center analysis
                        of hybridization protocols and standards.

                (b)     provide RNA extraction procedures and protocols to the
                        NMC and the extramural laboratories for reproducible
                        hybridizations.

                (c)     provide an adequate number of replicate microarray
                        analyses of the same quality as outlined in (1)(b) for
                        establishing a protocol for standardization of
                        microarray expression data.

                (d)     provide a standard, quality source of RNA to be used for
                        establishing baseline quality of data.

                (e)     provide microarray analysis on RNA supplied by the NMC
                        and the extramural laboratories using the Contractor
                        provided microarray chips. Some of the RNA will also be
                        analyzed on site with the NMC or the extramural
                        laboratory platforms.

                (f)     provide informatics support of chip layouts and gene
                        specifications

                In addition, besides the core studies listed above, there may up
                to four (4) optional studies per year encompassing up to a total
                of 2400 samples. The NMC will coordinate compiling purified RNA
                samples for processing by the contractor for the National
                Toxicology Program (NIP) or other collaborators. These samples
                will require processing from RNA through scanning/image
                processing steps. The optional studies will be activated as
                needed.

                                       27

<PAGE>

                                                      Contract No. N01 -ES-25497

B       TRAVEL

        It is anticipated that at least two members of the contractor's group
        will be required to travel to the NIEHS up to three times per year, up
        to three days per visit for discussions. In addition, travel for two
        people to one scientific meeting per year may be authorized.

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                                                      Contract No. N01 -ES-25497

          INVOICING/FINANCING REQUEST AND CONTRACT FINANCIAL REPORTING
          INSTRUCTIONS FOR NIH COST-REIMBURSEMENT CONTRACTS, NIH(RC)-4

General: The contractor shall submit claims for reimbursement in the manner and
format described herein and as illustrated in the sample invoice/financing
request.

Format: Standard Form 1034, "Public Voucher for Purchases and Services Other
Than Personal," and Standard Form 1035, "Public Voucher for Purchases and
Services Other Than Personal-- Continuation Sheet," or reproduced copies of such
forms marked ORIGINAL should be used to submit claims for reimbursement. In lieu
of SF-1O34 and SF1035, claims may be submitted on the payee's letter-head or
self-designed form provided that it contains the information shown on the sample
invoice/financing request.

Number of Copies: As indicated in the Invoice Submission Clause in the contract.

Frequency: Invoices/financing requests submitted in accordance with the Payment
Clause shall be submitted monthly unless otherwise authorized by the contracting
officer.

Cost Incurrence Period: Costs incurred must be within the contract performance
period or covered by precontract cost provisions.

Billing of Costs Incurred: If billed costs include: (1) costs of a prior billing
period, but not previously billed; or (2) costs incurred during the contract
period and claimed after the contact period has expired, the amount and month(s)
in which such costs were incurred shall be cited.

Contractor's Fiscal Year: Invoices/financing requests shall be prepared in such
a manner that costs claimed can be identified with the contractor's fiscal year.

Currency: All NIH contracts are expressed in United States dollars. When
payments are made in a currency other than United States dollars, billings on
the contract shall be expressed, and payment by the United States Government
shall be made, in that other currency at amounts coincident with actual costs
incurred. Currency fluctuations may not be a basis of gain or loss to the
contractor. Notwithstanding the above, the total of all invoices paid under this
contract may not exceed the United States dollars authorized.

Costs Requiring Prior Approval: Costs requiring the contracting officer's
approval, which are not set forth in an Advance Understanding in the contract
shall be so identified and reference the Contracting Officer's Authorization
(COA) Number. In addition, any cost set forth in an Advance Understanding shall
be shown as a separate line item on the request.

Invoice/Financing Request Identification: Each invoice/financing request shall
be identified as either:

        (a)     Interim Invoice/Contract Financing Request - These are interim
                payment requests submitted during the contract performance
                period.

        (b)     Completion Invoice - The completion invoice is submitted
                promptly upon completion of the work; but no later than one year
                from the contract completion date, or within 120 days after
                settlement of the final indirect cost rates covering the year in
                which this contract is physically complete (whichever date is
                later).

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<PAGE>

                                                      Contract No. N01 -ES-25497

                The completion invoice should be submitted when all costs have
                been assigned to the contract and all performance provisions
                have been completed.

        (c)     Final Invoice - A final invoice may be required after the
                amounts owed have been settled between the Government and the
                contractor (e.g., resolution of all suspensions and audit
                exceptions).

Preparation and Itemization of the Invoice/Financing Request: The contractor
shall furnish the information set forth in the explanatory notes below. These
notes are keyed to the entries on the sample invoice/financing request.

        (a)     Designated Billing Office Name and Address - Enter the
                designated billing office and address, identified in the Invoice
                Submission Clause of the contract, on all copies of the
                invoice/financing request.

        (b)     Invoice/Financing Request Number - Insert the appropriate serial
                number of the invoice/financing request.

        (c)     Date Invoice/Financing Request Prepared - Insert the date the
                invoice/financing request is prepared.

        (d)     Contract Number and Date - Insert the contract number and the
                effective date of the contract.

        (e)     Payee's Name and Address - Show the contractor's name (as it
                appears in the contract), correct address, and the title and
                phone number of the responsible official to whom payment is to
                be sent. When an approved assignment has been made by the
                contractor, or a different payee has been designated, then
                insert the name and address of the payee instead of the
                contractor.

        (f)     Total Estimated Cost of Contract - Insert the total estimated
                cost of the contract, exclusive of fixed-fee. For incrementally
                funded contracts, enter the amount currently obligated and
                available for payment.

        (g)     Total Fixed-Fee - Insert the total fixed-fee (where applicable).
                For incrementally funded contracts, enter the amount currently
                obligated and available for payment.

        (h)     Billing Period - Insert the beginning and ending dates (month,
                day, and year) of the period in which costs were incurred and
                for which reimbursement is claimed. ,-

        (i)     Incurred Cost - Current - Insert the amount billed for the major
                cost elements, adjustments, and adjusted amounts for the current
                period.

        (j)     Incurred Cost - Cumulative - Insert the cumulative amounts
                billed for the major cost elements and adjusted amounts claimed
                during this contract.

        (k)     Direct Costs - Insert the major cost elements. For each element,
                consider the application of the paragraph entitled "Costs
                Requiring Prior Approval" on page 1 of these instructions.

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<PAGE>

                                                      Contract No. N01 -ES-25497

                (1)     Direct Labor - Include salaries and wages paid (or
                        accrued) for direct performance of the contract. For Key
                        Personnel, list each employee on a separate line. List
                        other employees as one amount unless otherwise required
                        by the contract.

                (2)     Fringe Benefits - List any fringe benefits applicable to
                        direct labor and billed as a direct cost. Fringe
                        benefits included in indirect costs should not be
                        identified here.

                (3)     Accountable Persona! Property - Include permanent
                        research equipment and general purpose equipment having
                        a unit acquisition cost of $1,000 or more and having an
                        expected service life of more than two years, and
                        sensitive property regardless of cost (see the DHHS
                        Contractor`s Guide for Control of Government Property).
                        Show permanent research equipment separate from general
                        purpose equipment. Prepare and attach Form HHS-565,
                        "Report of Accountable Property," in accordance with the
                        following instructions:

                        List each item for which reimbursement is requested. A
                        reference shall be made to the following (as
                        applicable):

                        .       The item number for the specific piece of
                                equipment listed in the Property Schedule.

                        .       The Contracting Officer's Authorization letter
                                and number, if the equipment is not covered by
                                the Property Schedule.

                        .       Be preceded by an asterisk (*) if the equipment
                                is below the approval level.

                (4)     Materials and Supplies - Include equipment with unit
                        costs of less than $1,000 or an expected service life of
                        two years or less, and consumable material and supplies
                        regardless of amount.

                (5)     Premium Pay - List remuneration in excess of the basic
                        hourly rate.

                (6)     Consultant Fee - List fees paid to consultants. Identify
                        consultant by name or category as set forth in the
                        contract's Advance Understanding or in the COA letter,
                        as well as the effort (i.e., number of hours, days,
                        etc.) and rate being billed.

                (7)     Travel - Include domestic and foreign travel. Foreign
                        travel is travel outside of Canada, the United States
                        and its territories and possessions. However, for an
                        organization located outside Canada, the United States
                        and its territories and possessions, foreign travel
                        means travel outside that country. Foreign travel must
                        be billed separately from domestic travel.

                (8)     Subcontract Costs - List subcontractor(s) by name and
                        amount billed.

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                                                      Contract No. N01 -ES-25497

                (9)     Other - List all other direct costs in total unless
                        exceeding $1,000 in amount. If over $1,000, list cost
                        elements and dollar amounts separately. If the contract
                        contains restrictions on any cost element, that cost
                        element must be listed separately.

        (l)     Cost of Money (COM) - Cite the CQM factor and base in effect
                during the time the cost was incurred and for which
                reimbursement is claimed.

        (m)     Indirect Costs--Overhead - Identify the cost base, indirect cost
                rate, and amount billed for each indirect cost category.

        (n)     Fixed-Fee Earned - Cite the formula or method of computation for
                the fixed-fee (if any). The fixed-fee must be claimed as
                provided for by the contract.

        (o)     Total Amounts Claimed - Insert the total amounts claimed for the
                current and cumulative periods.

        (p)     Adjustments - Include amounts conceded by the contractor,
                outstanding suspensions, and/or disapprovals subject to appeal.

        (q)     Grand Totals

The contracting officer may require the contractor to submit detailed support
for costs claimed on one or more interim invoices/financing requests.

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<PAGE>

                                                      Contract No. N01 -ES-25497

FINANCIAL REPORTING INSTRUCTIONS:

Contract No. N01-ES-25497

FINANCIAL REPORTING INSTRUCTIONS:

These instructions are keyed to the Columns on the sample invoice/financing
request.

Column A--Expenditure Category - Enter the expenditure categories required by
the contract.

Column B--Cumulative Percentage of Effort/Hrs.-Negotiated - Enter the percentage
of effort or number of hours agreed to doing contract negotiations for each
employee or labor category listed in Column A.

Column C--Cumulative Percentage of Effort/Hrs.-Actual - Enter the percentage of
effort or number of hours worked by each employee or labor category listed in
Column A.

Column D--Incurred Cost-Current - Enter the costs, which were incurred during
the current period.

Column E--Incurred Cost-Cumulative - Enter the cumulative cost to date.

Column F--Cost at Completion - Enter data only when the contractor estimates
that a particular expenditure category will vary from the amount negotiated.
Realistic estimates are essential.

Column G-- Contract Amount - Enter the costs agreed to during contract
negotiations for all expenditure categories listed in Column A.

Column H--Variance (Over or Under) - Show the difference between the estimated
costs at completion (Column F) and negotiated costs (Column 0) when entries have
been made in Column F. This column need not be filled in when Column F is blank.
When a line item varies by plus or minus 10 percent, i.e., the percentage
arrived at by dividing Column F by Column G, an explanation of the variance
should be submitted. In the case of an overrun (net negative variance), this
submission shall not be deemed as notice under the Limitation of Cost (Funds)
Clause of the contract.

Modifications: Any modification in the amount negotiated for an item since the
preceding report should be listed in the appropriate cost category.

Expenditures Not Negotiated: An expenditure for an item for which no amount was
negotiated (e.g., at the discretion of the contractor in performance of its
contract) should be listed in the appropriate cost category and all columns
filled in, except for 0. Column H will of course show a 100 percent variance and
will be explained along with those identified under H above.

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<PAGE>

                                                      Contract No. N01 -ES-25497

         SAMPLE INVOICE/FINANCING REQUEST AND CONTRACT FINANCIAL REPORT
<TABLE>
<CAPTION>
<S>                                                          <C>
(a)  Billing Office Name and Address                         (b) Invoice/Financing Request
     NATIONAL INSTITUTES OF HEALTH                           No.______________________________
     National Institute of Environmental Health Sciences
     RCB                                                     (c) Date Invoice Prepared________
     79 T. W. Alexander Dr. (4401 Research Building)
(e)  Payee's Name and Address                                (d) Contract No._________________
     ABC CORPORATION
     100 Main Street                                                  Effective Date__________
     Anywhere, USA zip code
Attn: Name, Title, & Phone Number of Official to Whom        (f)      Total Estimated Cost____
     Payment is Sent
                                                             (g)      Total Fixed Fee__________

(h)     This invoice/financing request represents reimbursable costs for the
        period from ___ to ___
</TABLE>

<TABLE>
<CAPTION>
                              Cumulative Percentage
                                 of Effort/Hrs.              Incurred Cost
                            ------------------------- ---------------------------
       Expenditure                                         (i)          (j)           Cost at     Contract
        Category*             Negotiated     Actual      Current     Cumulative     Completion     Amount    Variance
           A                      B           C             D             E              F            G         H
--------------------------- ------------ ------------ ------------ -------------- ------------- ------------ ---------
<S>                         <C>          <C>          <C>          <C>            <C>           <C>          <C>
(k) Direct Costs:

  (1) Direct Labor

  (2) Fringe Benefits

  (3) Accountable
Property (attach HHS-565)

  (4) Materials & Supplies

  (5)  Premium Pay

  (6) Consultant Fees

  (7) Travel

  (8) Subcontracts

  (9) Other

Total Direct Costs

(l) Cost of Money

(m) Overhead

         G&A

(n) Fixed Fee

(o) Total Amount Claimed

(p) Adjustments

(q) Grand Totals

</TABLE>

                                       34

<PAGE>

                                                      Contract No. N01 -ES-25497

I certify that all payments are for appropriate purposes and in accordance with
the contract.


------------------                  -------
(Name of Official)                  (Title)

* Attach details as specified in the contract

                                       35

<PAGE>

                                                      Contract No. N01 -ES-25497

HHSAR 352.223-70 SAFETY AND HEALTH (JANUARY 2001)

(a)     To help ensure the protection of the life and health of all persons, and
        to help prevent damage to property, the Contractor shall comply with all
        Federal, State and local laws and regulations applicable to the work
        being performed under this contract. These laws are implemented and/or
        enforced by the Environmental Protection Agency, Occupational Safety and
        Health Administration and other agencies at the Federal, State and local
        levels (Federal, State and local regulatory/enforcement agencies).

(b)     Further, the Contractor shall take or cause to be taken additional
        safety measures as the Contracting Officer in conjunction with the
        project or other appropriate officer, determines to be reasonably
        necessary. If compliance with these additional safety measures results
        in an increase or decrease in the cost or time required for performance
        of any part of work under this contract, an equitable adjustment will be
        made in accordance with the applicable "Changes" Clause set forth in
        this contract.

(c)     The Contractor shall maintain an accurate record of, and promptly report
        to the Contracting Officer, all accidents or incidents resulting in the
        exposure of persons to toxic substances, hazardous materials or
        hazardous operations; the injury or death of any person; and/or damage
        to property incidental to work performed under the contract and all
        violations for which the Contractor has been cited by any Federal, State
        or local regulatory/enforcement agency. The report shall include a copy
        of the notice of violation and the findings of any inquiry or
        inspection, and an analysis addressing the impact these violations may
        have on the work remaining to be performed. The report shall also state
        the required action(s), if any, to be taken to correct any, violation(s)
        noted by the Federal, State or local regulatory/enforcement agency and
        the time frame allowed by the agency to accomplish the necessary
        corrective action.

(d)     If the Contractor fails or refuses to comply promptly with the Federal,
        State or local regulatory/enforcement agency's directive(s) regarding
        any violation(s) and prescribed corrective action(s), the Contracting
        Officer may issue an order stopping all or part of the work until
        satisfactory corrective action (as approved by the Federal, State or
        local regulatory/enforcement agencies) has been taken and documented to
        the Contracting Officer. No part of the time lost due to any stop work
        order shall be subject to a claim for extension of time or costs or
        damages by the Contractor.

(e)     The Contractor shall insert the substance of this clause in each
        subcontract involving toxic substances, hazardous materials, or
        operations. Compliance with the provisions of this clause by
        subcontractors will be the responsibility of the Contractor.

                                 (End of clause)

                                       36

<PAGE>

                                                      Contract No. N01 -ES-25497

<TABLE>
<CAPTION>
                         GOVERNMENT PROPERTY - SCHEDULE

                         Item                                        Quantity        Unit Cost        Total
-------------------------------------------------------------        --------      ------------    -----------
<S>                                                                  <C>           <C>             <C>
Agilent Microarray Scanner Bundle w/50 slide holders (G2565AA        1             $    107,919    $   107,919

2100 Bioanalyzer Multi-Instrument System (G2942BA)                   1             $     23,242    $    23,242

Hybridization oven (1040-60-lAG)                                     I             $      3,556    $     3,556

NanoDrop ND-1000 Spectrophotomer                                     2             $      7,932    $    15,864

DYMO Label Writer 330 Label Printer                                  2             $        270    $       540

Dell-C510 Laptop PC (for NanoDrop)                                   2             $      1,727    $    3,2454

Dell Pentium 4 Workstation w/21" Monitor                             I             $      4,101    $     4,101
</TABLE>

                                       37

<PAGE>

                                                      Contract No. N01 -ES-25497

<TABLE>
<CAPTION>
                                  REPORT OF GOVERNMENT OWNED, CONTRACTOR HELD PROPERTY
-------------------------------------------------------- ----------------------------------------------------------------
<S>                                                      <C>
CONTRACTOR:                                              CONTRACT NUMBER

-------------------------------------------------------- ----------------------------------------------------------------
ADDRESS                                                  REPORT DATE:

                                                         ----------------------------------------------------------------
                                                         FISCAL YEAR:

                                                         ----------------------------------------------------------------

                                                         ----------------------------------------------------------------

<CAPTION>
-------------------------------------------------------- ----------------------------------------------------------------
CLASSIFICATION                  BEGINNING OF PERIOD                    ADJUSTMENTS                    END OF PERIOD
--------------------------- ---------------------------- ---------------------------------------- -----------------------
                                #ITEMS         VALUE       CFP ADDED     CAP ADDED    DELETIONS     #ITEMS      VALUE
--------------------------- ---------------- ----------- -------------- ------------ ------------ ----------- -----------
<S>                         <C>              <C>          <C>           <C>          <C>          <C>         <C>
LAND*$25K

LAND**$25K

OTHER REAL*$25K

OTHER REAL**$25K

PROPERTY UNDER CONST*$25K

PROPERTY UNDER CONST**$25K

PLANT EQUIP*$25K

PLANT EQUIP**$25K

SPECIAL TOOLING*$25K

SPECIAL TOOLING*$25K

SPECIAL TEST EQUIP*$25K

SPECIAL TEST EQUIP**$25K

AGENCY PECULIAR*$25K

AGENCY PECULIAR**$25K

MATERIAL*$25K
</TABLE>

*  Greater than or equal to
** Less than or equal to

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<PAGE>

                                                      Contract No. N01 -ES-25497

<TABLE>
<CAPTION>
(CUMULATIVE)
<S>                         <C>              <C>         <C>            <C>          <C>          <C>         <C>
PROPERTY UNDER MFR*$25K

PROPERTY UNDER MFR**$25K

SIGNED BY:                                                                      DATE SIGNED:
</TABLE>

*  Greater than or equal to
** Less than or equal to

                                       39

<PAGE>

                                                      Contract No. N01 -ES-25497

                        PROCUREMENT OF CERTAIN EQUIPMENT

Notwithstanding any other clause in this contract, the Contractor will not be
reimbursed for the purchase, lease, or rental of any item of equipment listed in
the following Federal Supply Groups, regardless of the dollar value, without the
prior written approval of the Contracting Officer.

         67 -     Photographic Equipment
         69 -     Training Aids and Devices
         70 -     General  Purpose ADP Equipment,  Software,
                  Supplies and Support  (Excluding  7045-ADP  Supplies and
                  Support
                  Equipment.)
         71 -     Furniture
         72 -     Household and Commercial Furnishings and Appliances
         74 -     Office Machines and Visible Record Equipment
         77 -     Musical Instruments, Phonographs, and Home-type Radios
         78 -     Recreational and Athletic Equipment

When equipment in these Federal Supply Groups is requested by the Contractor and
determined essential by the Contracting Officer, the Government will endeavor to
fulfill the requirement with equipment available from its excess personal
property sources, provided the request is made under a contract. Extensions or
renewals of approved existing leases or rentals for equipment in these Federal
Supply Groups are excluded from the provisions of this article.

                                       40