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                                                                    EXHIBIT 10.1

                          RESTATED EMPLOYMENT AGREEMENT

     THIS RESTATED EMPLOYMENT AGREEMENT, made and entered into as of October 15,
1999 (the "EFFECTIVE DATE"), by and between Lexicon Genetics Incorporated, a
Delaware corporation (hereafter "COMPANY"), and Arthur T. Sands, M.D., Ph.D.
(hereafter "Executive"), an individual and resident of Montgomery County, Texas.

                                   WITNESSETH:

     WHEREAS, Company wishes to secure the services of the Executive subject to
the terms and conditions hereafter set forth; and

     WHEREAS, the Executive is willing to enter into this Agreement upon the
terms and conditions hereafter set forth,

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:

     1. EMPLOYMENT. During the Employment Period (as defined in Section 4
hereof), the Company shall employ Executive, and Executive shall serve, as
President and Chief Executive Officer and as a member of the Company's Board of
Directors ("BOARD"). Executive's principal place of employment shall be at the
Company's principal corporate offices in The Woodlands, Texas, or at such other
location for the Company's principal corporate offices during the Employment
Period.

     2. DUTIES AND RESPONSIBILITIES OF EXECUTIVE.

          (a) During the Employment Period, Executive shall devote his services
     full time to the business of the Company and its Affiliates (as defined
     below), and perform the duties and responsibilities assigned to him by the
     Board to the best of his ability and with reasonable diligence. Executive
     agrees to cooperate fully with the Board, and other executive officers of
     the Company, and not to engage in any activity which conflicts with or
     interferes with the performance of his duties hereunder. During the
     Employment Period, Executive shall devote his best efforts and skills to
     the business and interests of Company, do his utmost to further enhance and
     develop Company's best interests and welfare, and endeavor to improve his
     ability and knowledge of Company's business, in an effort to increase the
     value of his services for the mutual benefit of the parties hereto. During
     the Employment Period, it shall not be a violation of this Agreement for
     Executive to (1) serve

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     on any corporate board or committee thereof with the approval of the Board,
     (2) to serve on any civic, or charitable boards or committees (except for
     boards or committees of a Competing Business (as defined in Section 11)
     unless approved by the Board), (3) deliver lectures, fulfill teaching or
     speaking engagements, or (4) manage personal investments; provided,
     however, any such activities must not materially interfere with performance
     of Executive's responsibilities under this Agreement.

          For purposes of this Agreement, "AFFILIATE" means any entity which
     owns or controls, is owned or controlled by, or is under common ownership
     or control with, the Company.

          (b) Executive represents and covenants to Company that he is not
     subject or a party to any employment agreement, noncompetition covenant,
     nondisclosure agreement, or any similar agreement, covenant, understanding,
     or restriction that would prohibit Executive from executing this Agreement
     and fully performing his duties and responsibilities hereunder, or would in
     any manner, directly or indirectly, limit or affect the duties and
     responsibilities that may now or in the future be assigned to Executive
     hereunder.

     3. COMPENSATION.

          (a) During the Employment Period, the Company shall pay to Executive
     an annual base salary of $200,000, in consideration for his services under
     this Agreement, payable on a pro rata basis in not less than monthly
     installments, in conformity with the Company's customary payroll practices
     for executive salaries. Executive's base salary shall be subject to review
     at least annually, and such salary may be adjusted, depending upon the
     performance of the Company and Executive, upon the recommendation of the
     Compensation Committee of the Board (the "COMPENSATION COMMITTEE"). All
     salary, bonus and other compensation payments hereunder shall be subject to
     all applicable payroll and other taxes.

          (b) As promptly as practicable after the end of each Bonus Year during
     the Employment Period, the Compensation Committee shall determine whether
     Executive is entitled to a bonus based on the attainment of performance
     goals during the Bonus Year then ended. The term "Bonus Year" refers to the
     12-month period beginning on October 1 and ending on September 30, with the
     first Bonus Year beginning on October 1, 1998 and ending on September 30,
     1999. Effective for the Bonus Year beginning October 1, 1998, and for each
     Bonus Year thereafter during the Employment Period, the Compensation
     Committee shall establish certain performance goals for the Company and the
     Executive and a targeted annual bonus amount (which annual target bonus
     shall not exceed $50,000 unless otherwise determined by the Compensation
     Committee in its discretion). The target bonus shall be paid to Executive
     within 30 days after completion of the Company's financial statements for
     the applicable Bonus Year (but in no event later than 120 days after the
     end of such Bonus Year unless otherwise agreed by Executive) based on the
     extent to which the performance

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     goals and objectives, in the judgment of the Compensation Committee, for
     the Bonus Year have been achieved. The full amount of the target bonus
     shall be paid if substantially all of the designated performance goals and
     objectives have been achieved for the Bonus Year; if not, the Compensation
     Committee, in its discretion exercised in good faith, may award a target
     bonus to Executive in an amount less than the full target bonus for that
     Bonus Year. The Compensation Committee may also award additional bonuses or
     other compensation to Executive at any time in its complete discretion.

     4. TERM OF EMPLOYMENT. Executive's initial term of employment with the
Company under this Agreement shall be for the four-year period beginning on the
Effective Date and ending at midnight (CST) on December 31, 2002, unless Notice
of Termination pursuant to Section 7 is given by either the Company or Executive
to the other party. The Company and Executive shall each have the right to give
Notice of Termination at will, with or without cause, at any time, subject to
the terms and conditions of this Agreement regarding the rights and duties of
the parties upon termination of employment. The term of employment hereunder
ending on December 31, 2002, shall be referred to herein as the "INITIAL TERM OF
EMPLOYMENT." On December 31, 2002 and on December 31st of each succeeding year
(each such date being referred to as a "RENEWAL DATE"), this Agreement shall
automatically renew and extend for a period of one (1) additional year (the
"RENEWAL TERM") unless written notice of nonrenewal is delivered from one party
to the other at least ninety (90) days prior to the relevant Renewal Date or,
alternatively, the parties may mutually agree to voluntarily enter into a new
employment agreement at any time. The period from the Effective Date through the
date of Executive's termination of employment at any time for whatever reason
shall be referred to herein as the "EMPLOYMENT PERIOD."

     5. BENEFITS. Subject to the terms and conditions of this Agreement, during
the Employment Period, Executive shall be entitled to the following:

          (a) REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall pay or
     reimburse Executive for all reasonable travel, entertainment and other
     expenses paid or incurred by Executive in performing his business
     obligations hereunder. Executive shall provide substantiating documentation
     for expense reimbursement requests as reasonably required by the Company.

          (b) BENEFITS. Executive shall be entitled to and shall receive all
     other benefits and conditions of employment available generally to
     executives of the Company pursuant to Company plans and programs,
     including, but not limited to, group health insurance benefits, dental
     benefits, life insurance benefits, disability benefits, and pension and
     retirement benefits. The Company shall not be obligated to institute,
     maintain, or refrain from changing, amending, or discontinuing, any such
     employee benefit program or plan, so long as such actions are similarly
     applicable to covered executives generally.

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          Notwithstanding the previous paragraph, Company shall provide
     Executive with long-term disability ("LTD") insurance coverage, at no cost
     to Executive, that provides income replacement benefits to Executive, if he
     should incur a long-term disability covered under such policy, in an amount
     at least equal to 60% of his base salary at the time of such disability,
     which benefits shall begin after a waiting period that does not exceed six
     months. The income replacement benefits described in the previous sentence
     shall remain payable at least until Executive attains the age of 65
     provided that he remains unable to perform the essential functions of his
     occupation for the Company during such period. To the extent that the
     Company's LTD policy which covers employees generally does not provide
     sufficient coverage to Executive, as described in the previous sentence,
     Company agrees to purchase a supplemental LTD policy for Executive from a
     reputable insurer and to pay the premiums on Executive's behalf during the
     Employment Period.

          Notwithstanding the first paragraph of this Section 5(b), the Company
     shall pay for term life insurance coverage on Executive's life, with the
     beneficiary(ies) thereof designated by Executive, with a death benefit in
     an amount not less than twice Executive's base salary (pursuant to Section
     3(a)) as such base salary is set on each January 1 during the Employment
     Period. Upon request, Executive agrees to take any physical exams, and to
     provide such information, which are reasonably necessary or appropriate to
     secure or maintain such term life insurance coverage.

          (c) [INTENTIONALLY OMITTED]

          (d) PAID VACATION. Executive shall be entitled to a paid annual
     vacation of four (4) weeks. Vacation time may be accumulated and carried
     over by Executive into any subsequent year(s); provided, however, Executive
     shall not be permitted to accumulate more than eight weeks of accrued and
     unused vacation. In addition, the Executive shall be allowed up to ten (10)
     days each year to attend professional continuing education meetings or
     seminars; provided, that attendance at such meetings or seminars shall be
     planned for minimum interference with the Company's business.

     6. RIGHTS AND PAYMENTS UPON TERMINATION. Executive's right to compensation
and benefits for periods after the date on which his employment with the Company
and its Affiliates (as defined in Section 2) terminates for whatever reason (the
"TERMINATION DATE") shall be determined in accordance with this Section 6.

          (a) ACCRUED SALARY AND VACATION PAYMENTS. Executive shall be entitled
     to the following payments under this Section 6(a) regardless of the reason
     for termination, in addition to any payments or benefits to which the
     Executive is entitled under the terms of any employee benefit plan or the
     provisions of Section 6(b):

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               (1) his accrued but unpaid salary through his Termination Date;
          and

               (2) his accrued but unpaid vacation pay for the period ending on
          his Termination Date in accordance with Section 5(d) above.

          (b) SEVERANCE PAYMENT.

               (1) At any time prior to a Change in Control (as defined below),
          in the event that:

                    (A) Executive's employment hereunder is terminated by the
                    Company at any time for any reason except (i) for Cause (as
                    defined below) or (ii) due to Executive's death or
                    Disability (as defined below);

                    (B) Executive terminates his own employment hereunder for
                    Good Reason (as defined below); or

                    (C) Company terminates Executive's employment through notice
                    of nonrenewal as of the end of the Initial Term of
                    Employment (pursuant to Section 4) or any one-year Renewal
                    Term,

          then, in any such event, Executive shall be entitled to receive, and
          the Company shall be obligated to pay, Executive's base salary under
          Section 3(a) (without regard to any bonuses or extraordinary
          compensation) then being paid to him on the Termination Date as salary
          continuation (pursuant to the Company's normal payroll procedures) for
          a period of twelve (12) consecutive months following the Termination
          Date. In the event of Executive's death during such salary
          continuation period, the Company shall pay, within 60 days of
          Executive's death, a lump sum equal to the present value of all
          remaining payments (using a 5% interest discount rate) to the
          Executive's surviving spouse, if any, or if there is no surviving
          spouse, to Executive's estate.

               (2) At any time after a Change in Control (as defined below), in
          the event that:

                    (A) Executive's employment hereunder is terminated by the
                    Company at any time for any reason except (i) for Cause (as
                    defined below) or (ii) due to Executive's death or
                    Disability (as defined below);

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                    (B) Executive terminates his own employment hereunder for
                    Good Reason (as defined below in this Section 6(c); or

                    (C) the Company terminates Executive's employment through
                    notice of nonrenewal as of the end of the Initial Term of
                    Employment (pursuant to Section 4) or any one-year Renewal
                    Term,

          then, in any such event, Executive shall be entitled to receive, and
          the Company shall be obligated to pay, Executive's base salary under
          Section 3(a) (without regard to any bonuses or extraordinary
          compensation except as provided below in this paragraph) then being
          paid to him on the Termination Date as salary continuation (pursuant
          to the Company's normal payroll procedures) for a period of twelve
          (12) consecutive months following the Termination Date, plus an
          additional single sum payment equal to Executive's full target bonus
          (pursuant to Section 3(b)) for the Bonus Year in which the termination
          occurred which shall be payable within 30 days from the Termination
          Date. In the event of Executive's death during such salary
          continuation period, the Company, within 60 days of Executive's death,
          shall pay a lump sum equal to the present value of all remaining
          payments (using a 5% interest discount rate) to the Executive's
          surviving spouse, if any, or if there is no surviving spouse, to
          Executive' estate.

               (3) Except as otherwise specifically provided in this Section
          6(b), severance payments shall be in addition to, and shall not reduce
          or offset, any other payments that are due to Executive from the
          Company (or any other source) or under any other agreements, except
          that severance payments hereunder shall offset any severance benefits
          otherwise due to Executive under any severance pay plan or program
          maintained by the Company that covers its employees generally. The
          provisions of this Section 6(b) shall supersede any conflicting
          provisions of this Agreement but shall not be construed to curtail,
          offset or limit Executive's rights to any other payments, whether
          contingent upon a Change in Control (as defined below) or otherwise,
          under this Agreement or any other agreement, contract, plan or other
          source of payment.

               (4) A "CHANGE IN CONTROL" of the Company shall be deemed to have
          occurred if any of the following shall have taken place: (A) any
          "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
          Securities Exchange Act of 1934 (the "Exchange Act")) other than
          Gordon Cain and his Affiliates (defined below), taken together, is or
          becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act), or any successor provisions thereto, directly or
          indirectly, of securities of the Company representing thirty-five
          percent (35%) or more of the combined voting power of the Company's
          then-outstanding voting securities; (B) the

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          approval by the stockholders of the Company of a reorganization,
          merger, or consolidation, in each case with respect to which persons
          who were stockholders of the Company immediately prior to such
          reorganization, merger, or consolidation do not, immediately
          thereafter, own or control more than fifty percent (50%) of the
          combined voting power entitled to vote generally in the election of
          directors of the reorganized, merged or consolidated Company's then
          outstanding securities in substantially the same proportion as their
          ownership of the Company's outstanding voting securities prior to such
          reorganization, merger or consolidation; (C) a liquidation or
          dissolution of the Company or the sale of all or substantially all of
          the Company's assets; (D) in the event any person is elected by the
          stockholders of the Company to the Board who has not been nominated
          for election by a majority of the Board or any duly appointed
          committee thereof; or (E) following the election or removal of
          directors, a majority of the Board consists of individuals who were
          not members of the Board two (2) years before such election or
          removal, unless the election of each director who is not a director at
          the beginning of such two-year period has been approved in advance by
          directors representing at least a majority of the directors then in
          office who were directors at the beginning of the two-year period. The
          Board, in its discretion, may deem any other corporate event affecting
          the Company to be a "Change in Control" hereunder.

               An "AFFILIATE" of Gordon Cain shall include (1) any person or
          entity directly or indirectly controlling or controlled by or under
          direct or indirect common control with Gordon Cain, (2) any spouse,
          immediate family member or relative of Gordon Cain, (3) any trust in
          which Gordon Cain or any person described in clause (2) above has a
          beneficial interest, and (4) any trust established by Gordon Cain or
          any person described in clause (2) above, whether or not such person
          has a beneficial interest in such trust. For purposes of this
          definition of "Affiliate," the term "control" means the power to
          direct the management and policies of a person, directly or through
          one or more intermediaries, whether through the ownership of voting
          securities by contract, or otherwise.

               (5) "DISABILITY" means a permanent and total disability which
          entitles Executive to disability income payments under the Company's
          long-term disability plan or policy as then in effect which covers
          Executive pursuant to Section 5(b). If Executive is not covered under
          the Company's long-term disability plan or policy at such time for
          whatever reason or under a supplemental LTD policy provided by the
          Company, then the term "Disability" hereunder shall mean a "permanent
          and total disability" as defined in Section 22(e)(3) of the Code and,
          in this case, the existence of any such Disability shall be certified
          by a physician acceptable to both the Company and Executive. In the
          event that the parties are not able to agree on the choice of a
          physician, each shall select a physician who, in turn, shall select a
          third

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          physician to render such certification. All costs relating to the
          determination of whether Executive has incurred a Disability shall be
          paid by the Company.

               (6) "CODE" means the Internal Revenue Code of 1986, as amended.
          References in this Agreement to any Section of the Code shall include
          any successor provisions of the Code or its successor.

               (7) "CAUSE" means a termination of employment directly resulting
          from (1) the Executive having engaged in intentional misconduct
          causing a material violation by the Company of any state or federal
          laws, (2) the Executive having engaged in a theft of corporate funds
          or corporate assets or in a material act of fraud upon the Company,
          (3) an act of personal dishonesty taken by the Executive that was
          intended to result in personal enrichment of the Executive at the
          expense of the Company, (4) Executive's final conviction (or the entry
          of a plea of nolo contendere or equivalent plea) in a court of
          competent jurisdiction of a felony, or (5) a breach by the Executive
          during the Employment Period of the provisions of Sections 9, 10, and
          11 hereof, if such breach results in a material injury to the Company.
          For purposes of this definition of "Cause", the term "Company" shall
          mean the Company or any of its Affiliates (as defined in Section 2).

               (8) "GOOD REASON" means the occurrence of any of the following
          events without Executive's express written consent:

                    (A) Before a Change in Control (as defined in Section
               6(b)(4)), a five percent (5%) or greater reduction in Executive's
               annual base salary unless any such greater reduction is (i)
               applied across the board to the other senior officers of the
               Company or (ii) specifically agreed to in writing by Executive
               or, after a Change in Control, any reduction in Executive's base
               salary unless agreed to in writing by Executive, provided that in
               either event Executive specifically terminates his employment for
               Good Reason hereunder within 120 days from the date that he has
               actual notice of such reduction; or

                    (B) Before or after a Change in Control, any breach by the
               Company of any material provision of this Agreement, provided
               that Executive specifically terminates his employment for Good
               Reason hereunder within 120 days from the date that he has actual
               notice of such material breach; or

                    (C) Before or after a Change in Control, for any reason
               except on account of Executive's Disability (as defined above), a
               substantial and adverse change in the Executive's duties,
               control, authority, status or

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               position, or the assignment to the Executive of any duties or
               responsibilities which are materially inconsistent with such
               status or position, or a material reduction in the duties and
               responsibilities exercised by Executive, or a loss of title, loss
               of office, loss of significant authority, power or control, or
               any removal of Executive from, or any failure to reappoint or
               reelect him to, his CEO or Board membership positions stated in
               Section 1; provided that Executive specifically terminates his
               employment for Good Reason hereunder within 120 days from the
               date that he has actual notice of such action; or

                    (D) Only after a Change in Control (as defined in Section
               6(b)), any of the following events will constitute Good Reason,
               provided that Executive specifically terminates his employment
               for Good Reason hereunder within six (6) months following his
               receipt of actual notice of an event listed below:

                         (i) the failure by the Company or its successor to
                    expressly assume and agree to continue and perform this
                    Agreement in the same manner and to the same extent that the
                    Company would be required to perform if such Change in
                    Control had not occurred;

                         (ii) the Company or its successor fails to continue in
                    effect any pension, medical, health-and-accident, life
                    insurance, or disability income plan or program in which
                    Executive was participating at the time of the Change in
                    Control (or replacement plans or programs providing
                    Executive with substantially similar benefits), or the
                    taking of any action by the Company or its successor that
                    would adversely affect Executive's participation in or
                    materially reduce his benefits under any such plan or
                    program that was enjoyed by him immediately prior to the
                    Change in Control unless the Company or its successor
                    provides a replacement plan or program with substantially
                    similar benefits.

          Notwithstanding the preceding provisions of this Section 6(b)(8), if
     Executive desires to terminate his employment for Good Reason, he shall
     first give written notice of the facts and circumstances providing the
     basis for Good Reason to the Board or the Compensation Committee, and allow
     the Company thirty (30) days from the date of such notice to remedy, cure
     or rectify the situation giving rise to Good Reason to the reasonable
     satisfaction of Executive.

     7. NOTICE OF TERMINATION. Any termination by the Company or the Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, the term "NOTICE OF TERMINATION" means a written
notice that indicates the specific termination

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provision of this Agreement relied upon and sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.

     8. NO MITIGATION REQUIRED. Executive shall not be required to mitigate the
amount of any payment provided for under this Agreement by seeking other
employment or in any other manner.

     9. CONFLICTS OF INTEREST.

          (a) In keeping with his fiduciary duties to Company, Executive hereby
     agrees that he shall not become involved in a conflict of interest, or upon
     discovery thereof, allow such a conflict to continue at any time during the
     Employment Period. Moreover, Executive agrees that he shall immediately
     disclose to the Board any facts which might involve a conflict of interest
     that has not been approved by the Board.

          (b) Executive and Company recognize and acknowledge that it is not
     possible to provide an exhaustive list of actions or interests which may
     constitute a "conflict of interest." Moreover, Company and Executive
     recognize there are many borderline situations. In some instances, full
     disclosure of facts by the Executive to the Board may be all that is
     necessary to enable Company to protect its interests. In others, if no
     improper motivation appears to exist and Company's interests have not
     demonstrably suffered, prompt elimination of the outside interest may
     suffice. In other serious instances, it may be necessary for the Company to
     terminate Executive's employment for Cause (as defined in Section 6(b)).
     The Board reserves the right to take such action as, in its good faith
     judgment, will resolve the conflict of interest.

          (c) Executive hereby agrees that any direct or indirect interest in,
     connection with, or benefit from any outside activities, particularly
     commercial activities, which interest might adversely affect the Company or
     any of its Affiliates (as defined in Section 2), involves a possible
     conflict of interest. Circumstances in which a conflict of interest on the
     part of Executive would or might arise, and which must be reported
     immediately to the Board, include, but are not limited to, any of the
     following:

               (1) Ownership by the Executive and his immediate family members
          of more than a two percent (2%) interest, on an aggregated basis, in
          any lender, supplier, contractor, customer or other entity with which
          Company or any of its Affiliates does business;

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               (2) Misuse of information, property or facilities to which
          Executive has access in a manner which is demonstrably and materially
          injurious to the interests of Company or any of its Affiliates,
          including its business, reputation or goodwill; or

               (3) Materially trading in products or services connected with
          products or services designed or marketed by or for the Company or any
          of its Affiliates.

     10. CONFIDENTIAL INFORMATION.

          (a) NON-DISCLOSURE OBLIGATION OF EXECUTIVE. For purposes of this
     Section 10, all references to Company shall mean and include its Affiliates
     (as defined in Section 2). Executive hereby acknowledges, understands and
     agrees that all Confidential Information, as defined in Section 10(b),
     whether developed by Executive or others employed by or in any way
     associated with Executive or Company, is the exclusive and confidential
     property of Company and shall be regarded, treated and protected as such in
     accordance with this Agreement. Executive acknowledges that all such
     Confidential Information is in the nature of a trade secret. Failure to
     mark any writing confidential shall not affect the confidential nature of
     such writing or the information contained therein.

          (b) DEFINITION OF CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL
     INFORMATION" shall mean information, whether or not originated by
     Executive, which is used in Company's business and (1) is proprietary to,
     about or created by Company; (2) gives Company some competitive business
     advantage or the opportunity of obtaining such advantage, or the disclosure
     of which could be detrimental to the interests of Company; (3) is
     designated as Confidential Information by Company, known by the Executive
     to be considered confidential by Company, or from all the relevant
     circumstances considered confidential by Company, or from all the relevant
     circumstances should reasonably be assumed by Executive to be confidential
     and proprietary to Company; or (4) is not generally known by non-Company
     personnel. Such Confidential Information includes, but is not limited to,
     the following types of information and other information of a similar
     nature (whether or not reduced to writing or designated as confidential):

               (1) Work product resulting from or related to the research,
          development or production of the programs of the Company including,
          without limitation, OmniBank(TM), homologous recombination, DNA
          sequencing, phenotypic analysis, drug target validation and drug
          discovery;

               (2) Internal Company personnel and financial information, vendor
          names and other vendor information (including vendor characteristics,
          services and agreements), purchasing and internal cost information,
          internal service and

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          operational manuals, and the manner and methods of conducting
          Company's business;

               (3) Marketing, partnering and business and development plans,
          price and cost data, price and fee amounts, pricing and billing
          policies, quoting procedures, marketing techniques and methods of
          obtaining business, forecasts and forecast assumptions and volumes,
          and future plans and potential strategies of the Company which have
          been or are being discussed; and

               (4) Business acquisition and other business opportunities.

          (c) EXCLUSIONS FROM CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL
     INFORMATION" shall not include information publicly known other than as a
     result of a disclosure by Executive in breach of Section 10(a), and the
     general skills and experience gained during Executive's work with the
     Company which Executive could reasonably have been expected to acquire in
     similar work with another company.

          (d) COVENANTS OF EXECUTIVE. As a consequence of Executive's
     acquisition or anticipated acquisition of Confidential Information,
     Executive shall occupy a position of trust and confidence with respect to
     Company's affairs and business. In view of the foregoing and of the
     consideration to be provided to Executive, Executive agrees that it is
     reasonable and necessary that Executive make the following covenants:

               (1) At any time during the Employment Period and within ten (10)
          years after the Employment Period, Executive shall not disclose
          Confidential Information to any person or entity, either inside or
          outside of Company, other than as necessary in carrying out duties on
          behalf of Company, without obtaining Company's prior written consent
          (unless such disclosure is compelled pursuant to court order or
          subpoena, and at which time Executive gives notice of such proceedings
          to Company), and Executive will take all reasonable precautions to
          prevent inadvertent disclosure of such Confidential Information. This
          prohibition against Executive's disclosure of Confidential Information
          includes, but is not limited to, disclosing the fact that any
          similarity exists between the Confidential Information and information
          independently developed by another person or entity, and Executive
          understands that such similarity does not excuse Executive from
          abiding by his covenants or other obligations under this Agreement.

               (2) At any time during or after the Employment Period, Executive
          shall not use, copy or transfer Confidential Information other than as
          necessary in carrying out his duties on behalf of Company, without
          first obtaining Company's prior written consent, and will take all
          reasonable precautions to prevent inadvertent use, copying

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                                       12

<PAGE>

          or transfer of such Confidential Information. This prohibition against
          Executive's use, copying, or transfer of Confidential Information
          includes, but is not limited to, selling, licensing or otherwise
          exploiting, directly or indirectly, any products or services
          (including databases, written documents and software in any form)
          which embody or are derived from Confidential Information, or
          exercising judgment in performing analyses based upon knowledge of
          Confidential Information.

          (e) RETURN OF CONFIDENTIAL MATERIAL. Executive shall promptly turn
     over to the person designated by the Board all originals and copies of
     materials containing Confidential Information in the Executive's
     possession, custody, or control upon request or upon termination of
     Executive's employment with Company. Executive agrees to attend a
     termination interview with the person or persons designated by the Board in
     the Company's offices for a reasonable time period. The purposes of the
     termination interview shall be (1) to confirm turnover of all Confidential
     Information, (2) discuss any questions Executive may have about his
     continuing obligations under this Agreement, (3) answer questions related
     to his duties and on-going projects to allow a temporary or permanent
     successor to obtain a better understanding of the employment position, (4)
     confirm the number of any outstanding stock options, or other long-term
     incentive awards, and their vested percentages and other terms and
     conditions, and (5) any other topics relating to the business affairs of
     Company or its Affiliates as determined by the Company.

          (f) INVENTIONS. Any and all inventions, products, discoveries,
     improvements, copyrightable or patentable works or products, trademarks,
     service marks, ideas, processes, formulae, methods, designs, techniques and
     trade secrets (collectively hereinafter referred to as "INVENTIONS") made,
     developed, conceived or resulting from work performed by Executive (alone
     or in conjunction with others, during regular hours of work or otherwise)
     while he is employed by Company and which may be directly or indirectly
     useful in, or related to, the business of Company (including, without
     limitation, research and development activities of Company), or which are
     made using any equipment, facilities, Confidential Information, materials,
     labor, money, time or other resources of Company, shall be promptly
     disclosed by Executive to the person or persons designated by the Board,
     shall be deemed Confidential Information for purposes of this Agreement,
     and shall be Company's exclusive property. Executive shall, upon Company's
     reasonable request during or after the Employment Period, execute any
     documents and perform all such acts and things which are necessary or
     advisable in the opinion of Company to cause issuance of patents to, or
     otherwise obtain recorded protection of right to intellectual property for,
     Company with respect to Inventions that are to be Company's exclusive
     property under this Section 10, or to transfer to and vest in Company full
     and exclusive right, title and interest in and to such Inventions;
     provided, however, that the expense of securing any such protection of
     right to Inventions shall be borne by Company. In addition, during or after
     the Employment Period, Executive shall, at Company's expense, reasonably
     assist the Company in any reasonable and

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                                       13

<PAGE>

     proper manner in enforcing any Inventions which are to be or become
     Company's exclusive property hereunder against infringement by others.
     Executive shall keep confidential and will hold for Company's sole use and
     benefit any Invention that is to be Company's exclusive property under this
     Section 10 for which full recorded protection of right has not been or
     cannot be obtained.

          (g) PROPERTY RIGHTS. In keeping with his fiduciary duties to Company,
     Executive hereby covenants and agrees that during his Employment Period,
     and for a period of three (3) months following his Termination Date,
     Executive shall promptly disclose in writing to Company any and all
     Inventions, which are conceived, developed, made or acquired by Executive,
     either individually or jointly with others, and which relate to, or are
     useful in, the business, products or services of Company including, without
     limitation, research and development activities of the Company, or which
     are made using any equipment, facilities, Confidential Information,
     material, labor, money, time or other resources of the Company. In
     consideration for his employment hereunder, Executive hereby specifically
     sells, assigns and transfers to Company all of his worldwide right, title
     and interest in and to all such Inventions.

          If during the Employment Period, Executive creates any original work
     of authorship or other property fixed in any tangible medium of expression
     which (1) is the subject matter of copyright (including computer programs)
     and (2) relates to, or is useful in, Company's present or planned business,
     products, or services, whether such property is created solely by Executive
     or jointly with others, such property shall be deemed a work for hire, with
     the copyright vesting in the Company unless the Company otherwise consents
     to the copyright vesting in another person or entity; provided, however,
     the parties agree that, notwithstanding anything herein to the contrary,
     (A) Executive shall retain all copyright and other property rights in
     Executive's personal memoirs (or any fictional or non-fictional derivative
     thereof) which address topics including the founding of the Company and the
     development of the functional genomics field and (B) such memoirs (or any
     fictional or non-fictional derivative thereof) may be published and
     released in any medium of expression at any time subject to the foregoing
     provisions of this Section 10 regarding Confidential Information and
     Inventions.

          Executive hereby agrees to (1) assist Company or its nominee at all
     times in the protection of any property that is subject to this Section 10,
     (2) not to disclose any such property to others without the written consent
     of Company or its nominee, except as required by his employment hereunder,
     and (3) at the request of Company, to execute such assignments,
     certificates or other interests as Company or its nominee may from time to
     time deem desirable to evidence, establish, maintain, perfect, protect or
     enforce its rights, title or interests in or to any such property.

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                                       14

<PAGE>

          (h) EMPLOYEE PROPRIETARY INFORMATION AGREEMENT. The provisions of this
     Section 10 shall not supersede the Employee Proprietary Information
     Agreement (the "Proprietary Agreement") between Employee and the Company
     (or any other agreement of similar intent) which shall remain in full force
     and effect and, moreover, this Agreement, the Proprietary Agreement and any
     such other similar agreement between the parties shall be construed and
     applied as being mutually consistent to the full extent possible.
     Notwithstanding the immediately preceding sentence, the second paragraph of
     Section 10(g) hereof, but only such provisions which address Executive's
     personal memoirs (or any fictional or non-fictional derivative thereof),
     shall control in the event of any conflict or inconsistency between such
     provisions in Section 10(g) and the Proprietary Agreement or any other
     agreement of similar intent.

          (i) REMEDIES. In the event of a breach or threatened breach of any of
     the provisions of this Section 10, Company shall be entitled to an
     injunction ordering the return of all such Confidential Information and
     Inventions, and restraining Executive from using or disclosing, for his
     benefit or the benefit of others, in whole or in part, any Confidential
     Information or Inventions. Executive further agrees that any breach or
     threatened breach of any of the provisions of this Section 10 would cause
     irreparable injury to Company, for which it would have no adequate remedy
     at law. Nothing herein shall be construed as prohibiting Company from
     pursuing any other remedies available to it for any such breach or
     threatened breach, including the recovery of damages.

     11. AGREEMENT NOT TO COMPETE. All references in this Section 11 to
"COMPANY" shall mean and include its Affiliates (as defined in Section 2).

          (a) PROHIBITED EXECUTIVE ACTIVITIES. Executive agrees that except in
     the ordinary course and scope of his employment hereunder during the
     Employment Period, Executive shall not while employed by Company and for a
     period of (i) six (6) months following his Termination Date within the
     continental United States and (ii) twelve (12) months following his
     Termination Date only within the State of Texas:

               (1) Directly or indirectly, engage or invest in, own, manage,
          operate, control or participate in the ownership, management,
          operation or control of, be employed by, associated or in any manner
          connected with, or render services or advice to, any Competing
          Business (as defined below); provided, however, Executive may invest
          in the securities of any enterprise with the power to vote up to two
          percent (2%) of the capital stock of such enterprise (but without
          otherwise participating in the activities of such enterprise) if such
          securities are listed on any national or regional securities exchange
          or have been registered under Section 12(g) of the Securities Exchange
          Act of 1934;

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                                       15

<PAGE>

               (2) Directly or indirectly, either as principal, agent,
          independent contractor, consultant, director, officer, employee,
          employer, advisor (whether paid or unpaid), stockholder, partner or in
          any other individual or representative capacity whatsoever, either for
          his own benefit or for the benefit of any other person or entity,
          solicit, divert or take away, any customers, clients, or business
          acquisition or other business opportunities of Company; or

               (3) Directly or indirectly, either as principal, agent,
          independent contractor, consultant, director, officer, employee,
          advisor (whether paid or unpaid), stockholder, partner or in any other
          individual or representative capacity whatsoever, either for his own
          benefit or for the benefit of any other person or entity, either (A)
          hire, attempt to hire, contact or solicit with respect to hiring any
          employee of Company, (B) induce or otherwise counsel, advise or
          encourage any employee of Company to leave the employment of Company,
          or (C) induce any distributor, representative or agent of Company to
          terminate or modify its relationship with Company.

               "COMPETING BUSINESS" means any individual, business, firm,
          company, partnership joint venture, organization, or other entity
          whose products or services compete, in whole or in part, at any time
          during the Employment Period with the products or services (or planned
          products and services) of Company including, without limitation,
          genomics research, development and products including, without
          limitation, OmniBank(TM), homologous recombination, DNA sequencing,
          phenotypic analysis, drug validation and drug discovery.

          (b) ESSENTIAL NATURE OF NON-COMPETE OBLIGATION. It is acknowledged,
     understood and agreed by and between the parties hereto that the covenants
     made by Executive in this Section 11 are essential elements of this
     Agreement and that, but for the agreement of the Executive to comply with
     such covenants, Company would not have entered into this Agreement.

          (c) NECESSITY AND REASONABLENESS OF NON-COMPETE OBLIGATION. Executive
     hereby specifically acknowledges and agrees that:

               (1) Company has expended and will continue to expend substantial
          time, money and effort in developing its business;

               (2) Executive will, in the course of his employment, be
          personally entrusted with and exposed to Confidential Information (as
          defined in Section 10);

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                                       16

<PAGE>

               (3) Company, during the Employment Period and thereafter, will be
          engaged in its highly competitive business in which many firms,
          including Company, compete;

               (4) Executive could, after having access to Company's financial
          records, contracts, and other Confidential Information and know-how
          and, after receiving training by and experience with the Company,
          become a competitor;

               (5) Company will suffer great loss and irreparable harm if
          Executive terminates his employment and enters, directly or
          indirectly, into competition with Company;

               (6) The temporal and other restrictions contained in this Section
          11 are in all respects reasonable and necessary to protect the
          business goodwill, trade secrets, prospects and other reasonable
          business interests of Company;

               (7) The enforcement of this Agreement in general, and of this
          Section 11 in particular, will not work an undue or unfair hardship on
          Executive or otherwise be oppressive to him; it being specifically
          acknowledged and agreed by Executive that he has activities and other
          business interests and opportunities which will provide him adequate
          means of support if the provisions of this Section 11 are enforced
          after the Termination Date; and

               (8) the enforcement of this Agreement in general, and of this
          Section 11 in particular, will neither deprive the public of needed
          goods or services nor otherwise be injurious to the public.

          (d) JUDICIAL MODIFICATION. Executive agrees that if an arbitrator
     (pursuant to Section 21) or a court of competent jurisdiction determines
     that the length of time or any other restriction, or portion thereof, set
     forth in this Section 11 is overly restrictive and unenforceable, the
     arbitrator or court shall reduce or modify such restrictions to those which
     it deems reasonable and enforceable under the circumstances, and as so
     reduced or modified, the parties hereto agree that the restrictions of this
     Section 11 shall remain in full force and effect. Executive further agrees
     that if an arbitrator or court of competent jurisdiction determines that
     any provision of this Section 11 is invalid or against public policy, the
     remaining provisions of this Section 11 and the remainder of this Agreement
     shall not be affected thereby, and shall remain in full force and effect.

     12 REMEDIES. In the event of any pending, threatened or actual breach of
any of the covenants or provisions of Section 9, 10, or 11, it is understood and
agreed by Executive that the remedy at law for a breach of any of the covenants
or provisions of these Sections may be inadequate

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                                       17

<PAGE>

and, therefore, Company shall be entitled to a restraining order or injunctive
relief from any court of competent jurisdiction, in addition to any other
remedies at law and in equity. In the event that Company seeks to obtain a
restraining order or injunctive relief, Executive hereby agrees that Company
shall not be required to post any bond in connection therewith. Should a court
of competent jurisdiction or an arbitrator (pursuant to Section 21) declare any
provision of Section 9, 10, or 11 to be unenforceable due to an unreasonable
restriction of duration or geographical area, or for any other reason, such
court or arbitrator is hereby granted the consent of each of the Executive and
Company to reform such provision and/or to grant the Company any relief, at law
or in equity, reasonably necessary to protect the reasonable business interests
of Company or any of its affiliated entities. Executive hereby acknowledges and
agrees that all of the covenants and other provisions of Sections 9, 10, and 11
are reasonable and necessary for the protection of the Company's reasonable
business interests. Executive hereby agrees that if the Company prevails in any
action, suit or proceeding with respect to any matter arising out of or in
connection with Section 9, 10, or 11, Company shall be entitled to all equitable
and legal remedies, including, but not limited to, injunctive relief and
compensatory damages.

     13 DEFENSE OF CLAIMS. Executive agrees that, during the Employment Period
and for a period of two (2) years after his Termination Date, upon request from
the Company, he will reasonably cooperate with the Company and its Affiliates in
the defense of any claims or actions that may be made by or against the Company
or any of its Affiliates that affect his prior areas of responsibility, except
if Executive's reasonable interests are adverse to the Company or Affiliates in
such claim or action. To the extent travel is required to comply with the
requirements of this Section 13, the Company shall, to the extent possible,
provide Executive with notice at least 10 days prior to the date on which such
travel would be required. The Company agrees to promptly pay or reimburse
Executive upon demand for all of his reasonable travel and other direct expenses
incurred, or to be reasonably incurred, to comply with his obligations under
this Section 13.

     14 DETERMINATIONS BY THE COMPENSATION COMMITTEE.

          (a) TERMINATION OF EMPLOYMENT. Prior to a Change in Control (as
     defined in Section 6(b)), any question as to whether and when there has
     been a termination of Executive's employment, the cause of such
     termination, and the Termination Date, shall be determined by the
     Compensation Committee in its discretion exercised in good faith.

          (b) COMPENSATION. Prior to a Change in Control (as defined in Section
     6(b)), any question regarding salary, bonus and other compensation payable
     to Executive pursuant to this Agreement shall be determined by the
     Compensation Committee in its discretion exercised in good faith.

     15 WITHHOLDINGS: RIGHT OF OFFSET. Company may withhold and deduct from any
benefits and payments made or to be made pursuant to this Agreement (a) all
federal, state, local and

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                                       18

<PAGE>

other taxes as may be required pursuant to any law or governmental regulation or
ruling, (b) all other employee deductions made with respect to Company's
employees generally, and (c) any advances made to Executive and owed to Company.

     16 NONALIENATION. The right to receive payments under this Agreement shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by Executive, his dependents or beneficiaries,
or to any other person who is or may become entitled to receive such payments
hereunder. The right to receive payments hereunder shall not be subject to or
liable for the debts, contracts, liabilities, engagements or torts of any person
who is or may become entitled to receive such payments, nor may the same be
subject to attachment or seizure by any creditor of such person under any
circumstances, and any such attempted attachment or seizure shall be void and of
no force and effect.

     17 INCOMPETENT OR MINOR PAYEES. Should the Board determine that any person
to whom any payment is payable under this Agreement has been determined to be
legally incompetent or is a minor, any payment due hereunder may,
notwithstanding any other provision of this Agreement to the contrary, be made
in any one or more of the following ways: (a) directly to such minor or person;
(b) to the legal guardian or other duly appointed personal representative of the
person or estate of such minor or person; or (c) to such adult or adults as
have, in the good faith knowledge of the Board, assumed custody and support of
such minor or person; and any payment so made shall constitute full and complete
discharge of any liability under this Agreement in respect to the amount paid.

     18 SEVERABILITY. It is the desire of the parties hereto that this Agreement
be enforced to the maximum extent permitted by law, and should any provision
contained herein be held unenforceable by a court of competent jurisdiction or
arbitrator (pursuant to Section 21), the parties hereby agree and consent that
such provision shall be reformed to create a valid and enforceable provision to
the maximum extent permitted by law; provided, however, if such provision cannot
be reformed, it shall be deemed ineffective and deleted herefrom without
affecting any other provision of this Agreement.

     19 TITLE AND HEADINGS; CONSTRUCTION. Titles and headings to Sections hereof
are for the purpose of reference only and shall in no way limit, define or
otherwise affect the provisions hereof. Any and all Exhibits referred to in this
Agreement are, by such reference, incorporated herein and made a part hereof for
all purposes. The words "herein", "hereof", "hereunder" and other compounds of
the word "here" shall refer to the entire Agreement and not to any particular
provision hereof.

     20 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW.

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                                       19

<PAGE>

     21 ARBITRATION.

          (a) ARBITRABLE MATTERS. If any dispute or controversy arises between
     Executive and the Company relating to (1) this Agreement in any way or
     arising out of the parties' respective rights or obligations under this
     Agreement or (2) the employment of Executive or the termination of such
     employment, then either party may submit the dispute or controversy to
     arbitration under the then-current Commercial Arbitration Rules of the
     American Arbitration Association (AAA) (the "RULES"); provided, however,
     the Company shall retain its rights to seek a restraining order or
     injunctive relief pursuant to Section 12. Any arbitration hereunder shall
     be conducted before a panel of three arbitrators unless the parties
     mutually agree that the arbitration shall be conducted before a single
     arbitrator. The arbitrators shall be selected (from lists provided by the
     AAA) through mutual agreement of the parties, if possible. If the parties
     fail to reach agreement upon appointment of arbitrators within twenty (20)
     days following receipt by one party of the other party's notice of desire
     to arbitrate, then within five (5) days following the end of such 20-day
     period, each party shall select one arbitrator who, in turn, shall within
     five (5) days jointly select the third arbitrator to comprise the
     arbitration panel hereunder. The site for any arbitration hereunder shall
     be in Harris County or Montgomery County, Texas, unless otherwise mutually
     agreed by the parties, and the parties hereby waive any objection that the
     forum is inconvenient.

          (b) SUBMISSION TO ARBITRATION. The party submitting any matter to
     arbitration shall do so in accordance with the Rules. Notice to the other
     party shall state the question or questions to be submitted for decision or
     award by arbitration. Notwithstanding any provision of this Section 21,
     Executive shall be entitled to seek specific performance of the Executive's
     right to be paid during the pendency of any dispute or controversy arising
     under this Agreement. In order to prevent irreparable harm, the arbitrator
     may grant temporary or permanent injunctive or other equitable relief for
     the protection of property rights.

          (c) ARBITRATION PROCEDURES. The arbitrator shall set the date, time
     and place for each hearing, and shall give the parties advance written
     notice in accordance with the Rules. Any party may be represented by
     counsel or other authorized representative at any hearing. The arbitration
     shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 et.
     seq. (or its successor). The arbitrator shall apply the substantive law
     (and the law of remedies, if applicable) of the State of Texas to the
     claims asserted to the extent that the arbitrator determines that federal
     law is not controlling.

          (d) COMPLIANCE WITH AWARD.

               (1) Any award of an arbitrator shall be final and binding upon
          the parties to such arbitration, and each party shall immediately make
          such changes in its

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                                       20

<PAGE>

          conduct or provide such monetary payment or other relief as such award
          requires. The parties agree that the award of the arbitrator shall be
          final and binding and shall be subject only to the judicial review
          permitted by the Federal Arbitration Act.

               (2) The parties hereto agree that the arbitration award may be
          entered with any court having jurisdiction and the award may then be
          enforced as between the parties, without further evidentiary
          proceedings, the same as if entered by the court at the conclusion of
          a judicial proceeding in which no appeal was taken. The Company and
          the Executive hereby agree that a judgment upon any award rendered by
          an arbitrator may be enforced in other jurisdictions by suit on the
          judgment or in any other manner provided by law.

          (e) COSTS AND EXPENSES. Each party shall pay any monetary amount
     required by the arbitrator's award, and the fees, costs and expenses for
     its own counsel, witnesses and exhibits, unless otherwise determined by the
     arbitrator in the award. The compensation and costs and expenses assessed
     by the arbitrator(s) and the AAA shall be split evenly between the parties
     unless otherwise determined by the arbitrator in the award. If court
     proceedings to stay litigation or compel arbitration are necessary, the
     party who opposes such proceedings to stay litigation or compel
     arbitration, if such party is unsuccessful, shall pay all associated costs,
     expenses, and attorney's fees which are reasonably incurred by the other
     party as determined by the arbitrator.

     22 BINDING EFFECT; THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, personal representatives, successors and permitted
assigns hereunder, but otherwise this Agreement shall not be for the benefit of
any third parties.

     23 ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the entire
agreement of the parties with respect to Executive's employment and the other
matters covered herein; moreover, this Agreement supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the
parties hereto concerning the subject matter hereof. This Agreement may be
amended, waived or terminated only by a written instrument executed by both
parties hereto.

     24 SURVIVAL OF CERTAIN PROVISIONS. Wherever appropriate to the intention of
the parties hereto, the respective rights and obligations of said parties,
including, but not limited to, the rights and obligations set forth in Sections
6 through 14 and 21 hereof, shall survive any termination or expiration of this
Agreement.

     25 WAIVER OF BREACH. No waiver by either party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this

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                                       21

<PAGE>

Agreement to be performed by such other party, will operate or be construed as a
waiver of any subsequent breach by such other party or any similar or dissimilar
provision or condition at the same or any subsequent time. The failure of either
party hereto to take any action by reason of any breach will not deprive such
party of the right to take action at any time while such breach continues.

     26 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the Company and its Affiliates (as defined in Section 2), and
upon any successor to the Company following a Change in Control (as defined in
Section 6(b)); provided, however, any such assignment by the Company shall not
relieve Company of its obligations hereunder unless such successor to the
Company has fully and expressly assumed the obligations of the Company to the
Executive under this Agreement. Any reference herein to "Company" shall mean the
Company as first written above, as well as any successor or successors thereto.

     This Agreement is personal to Executive, and Executive may not assign,
delegate or otherwise transfer all or any of his rights, duties or obligations
hereunder without the consent of the Board. Any attempt by the Executive to
assign, delegate or otherwise transfer this Agreement, any portion hereof, or
his rights, duties or obligations hereunder without the prior approval of the
Board shall be deemed void and of no force and effect.

     27 NOTICES. Notices provided for in this Agreement shall be in writing and
shall be deemed to have been duly received (a) when delivered in person or sent
by facsimile transmission, (b) on the first business day after it is sent by air
express overnight courier service, or (c) on the third business day following
deposit in the United States mail, registered or certified mail, return receipt
requested, postage prepaid and addressed, to the following address, as
applicable:

          (1)  If to Company, addressed to:

               Lexicon Genetics Incorporated
               4000 Research Forest Drive
               The Woodlands, Texas 77381
               Attention: Corporate Secretary

          (2)  If to Executive, addressed to the address set forth below his
               name on the execution page hereof;

or to such other address as either party may have furnished to the other party
in writing in accordance with this Section 27.

     28 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party, but together signed by both parties hereto.

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                                       22

<PAGE>

     29 EXECUTIVE ACKNOWLEDGMENT; NO STRICT CONSTRUCTION. The Executive
represents to Company that he is knowledgeable and sophisticated as to business
matters, including the subject matter of this Agreement, that he has read the
Agreement and that he understands its terms and conditions. The parties hereto
agree that the language used in this Agreement shall be deemed to be the
language chosen by them to express their mutual intent, and no rule of strict
construction shall be applied against either party hereto. Executive also
represents that he is free to enter into this Agreement including, without
limitation, that he is not subject to any other contract of employment or
covenant not to compete that would conflict in any way with his duties under
this Agreement. Executive acknowledges that he has had the opportunity to
consult with counsel of his choice, independent of Employer's counsel, regarding
the terms and conditions of this Agreement and has done so to the extent that
he, in his unfettered discretion, deemed to be appropriate.

     30 SUPERSEDING AGREEMENT. This Employment Agreement shall supersede any
prior employment agreement entered into between the Company and Executive.

              [Intentionally left blank -- signature page follows]

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                                       23

<PAGE>

     IN WITNESS WHEREOF, the Executive has hereunto set his hand, and Company
has caused this Agreement to be executed in its name and on its behalf, to be
effective as of the Effective Date first above written.

                                        EXECUTIVE:


                                        Signature:
                                                   -----------------------------

                                        Date:
                                              ----------------------------------

                                        Address for Notices:
                                                             -------------------

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

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

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


                                        LEXICON GENETICS INCORPORATED


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Date:
                                              ----------------------------------

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                                       24