**Exhibit10.2**

February 1, 2007

**Private and Confidential**

Mr. Nic Austin

c/o Accelrys, Inc.

Dear Nic:

**Variationsto Employment Agreement**

I am happy toconfirm that, as requested, your employment with Accelrys, Inc. (the “Company”)has relocated to our Cambridge office in the U.K., with effect from January 1,2007.  Your employment has also transferredto the Company’s U.K. subsidiary, Accelrys, Limited.  The purpose of this letter agreement is torecord the necessary amendments to be made to your Employment Agreement,executed on or about October 26, 2006 (the “Agreement”).  The following changes will take effect fromthe date on which you sign this letter agreement.

English law willprevail if there is any inconsistency between the terms of the Agreement, orthis letter agreement, and English law. Participation in U.S. statutory schemes (including COBRA) will ceasewith effect from the date of your relocation.
| 1.     |   | Your U.K. rate of remuneration will be £120,000 per  annum, Payable monthly by the 24th of each month for the current calendar month  by direct credit transfer to your Bank Account. Cash compensation due to you  under the Agreement will be subject to the appropriate statutory deductions.  We recommend that you seek independent advice as to your tax obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 2.     |   | You are required to be familiar with and comply with  all policies and procedures of the Company. Such policies and procedures are  referred to for guidance only and do not form part of the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 3.     |   | You may terminate your employment with the Company  by giving the Company four weeks’ notice in writing. The Company may  terminate your employment at any time during or after the Term by giving you  U.K. statutory minimum notice in writing (and your employment with Accelrys,  Inc. will count towards your continuous period of employment for that  purpose). Your period of continuous employment for the purposes of your  statutory employment rights is effective from your original date of hire,  April 12, 1990. The Company reserves the right to require you to refrain from  working during the whole or any part of your notice period (whether you or  the Company gave notice) but to remain available to attend the workplace or  answer queries if required (“garden leave”). Should the Company require you  to take garden leave you are entitled during the garden leave to any pay and  any other contractual benefits then enjoyed. During the garden leave period  you are not permitted to work for any other person, firm company or organization  or to carry out work on your own account without the Company’s prior written  permission. Nor are you permitted to contact any customer, employee or  supplier of the Company. The implied duty of good faith and fidelity will  continue during any period of garden leave. |
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| 4.     |   | You agree that any severance or termination  payments, awards or compensation to which you are entitled under English law,  as well as payments made to you during the notice period will be included  within the amount of any contractual severance payments made to you under  Section 4(b) of the Agreement. As indicated in Section 4(b), the  payment of such severance benefits is also contingent upon your continued  compliance with the non-competition provisions set forth in section 7 of the  Agreement, which provisions apply in favor of Accelrys, UK Limited and its  affiliates, and you agree to refund any amounts in excess of any amount to  which you are entitled to under English law in the event you do not comply  with the terms of Section 4(b) and Section 7 of the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 5.     |   | You agree that the limit specified in Regulation 4  (t) of the Working Time Directive 1998 shall not apply in your case and that  you may only withdraw from this agreement to opt out of the 48 hour average  limit, you must give the Company not less than three months’ advance notice  in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 6.     |   | Other than after the occurrence of a Change of  Control, as defined and set forth in the Agreement, the Company can require  you to return to the U.S. on 90 days’ written notice. This letter agreement  will lapse and cease to have any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

 

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|        |   | legal effect upon your return to the U.S., and you  will not be entitled to any benefits under Section 4 of the Employment  Agreement if you refuse to return to the U.S.                                        |
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| 7.     |   | The Agreement and this letter agreement shall be  governed by English law and the Company and you agree to submit any dispute  as to their terms or effect to the exclusive jurisdiction of the English  courts. |

 

**FurtherParticulars**

English law requiresthe Company to provide you with various “particulars of employment”, asfollows:

Absencedue to Sickness or Injury

In addition to theStatutory Sick Pay Scheme for which the qualifying days will be Monday toFriday, the Company operates a discretionary Sick Pay Scheme for employees,details of which are as follows:

0 to45 days of illness or injury          100%of basic pay per annum

46to 90 days of illness or injury        75%of basic pay per annum

The Company sickyear runs from 1st January to 31 December each year and allpayments are inclusive of any Statutory sick Pay entitlement and less any StateSickness Benefit received.

Insurances

The Companyoperates a Permanent Health Insurance plan for all UK based employees.  After 90 days of sickness absence you will beassessed for eligibility under the Scheme. Any payments due will be made at 75% of basic annual salary less anyState Benefits paid.

The Company offersall UK based employees health insurance cover subject to insurer acceptance ona moratorium basis.  Eligible dependentsmay also be included subject to insurer acceptance on a moratorium basis

Life insurance isprovided for all UK based employees at four times basic annual salary.

PensionScheme

The Company offersall UK based employees access to a Group Personal Pension scheme.  The Company will contribute the equivalent of10% of your gross basic annual salary subject to a requirement for you tocontribute a minimum of the equivalent of 5% of gross basic annual salary.

AnnualHoliday

You will beentitled to 25 days annual holiday per annum. The holiday year runs from 1st January to 31 December.  The Working Time Directive stipulates that atleast four weeks of annual holiday must be taken during the leave year and itcannot be replaced by payment in lieu of holiday except when employment ceases.

In addition youwill receive paid holiday in respect of the eight Public Holidays that theCompany recognizes for UK employees.

Payment for allholiday is calculated at the basic rate of pay. Should you leave the Company for whatever reason and holidays takenexceed entitlements then you agree that the Company has the right to deductpayments made in excess from any monies owning to you at the time of leaving.

DataProtection

You are requiredto comply with the provision of the Data Protection Act 1998 and any subsequentmodifying legislation.  By signing thisletter you agree that the Company is permitted to hold personal informationabout you as part of its personnel and other business records and may use suchinformation in the course of the Company’s business.  You agree that the Company may disclose suchinformation to third parties, in the event that in the Company’s view, it isrequired for the proper conduct of the Company’s business.  This clause applied to information held, usedor disclosed in any medium.  Subject tothe Data Protection Acty 1998, by singing this letter, you consent to your databeing held and processed, both during and after employment for purposesconnected with your employment, recruitment and retention.  Furthermore, you consent to your data beingtransferred to other Company offices across international borders.

Disciplineand Grievance

The Company’sdisciplinary and grievance procedures will conform with relevant U.K. guidanceand such written policies as the Company may operate at the relevant time.

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CollectiveAgreement

There is nocollective agreement which directly affects your employment.

All other termsand conditions of your employment stated in the Agreement remain unaltered.

In this letteragreement, the “Company” includes Accelrys, Limited. For the avoidance of doubtall references to a “Change of Control” and the consequences thereof shallcontinue to apply solely to a Change of Control of Accelrys, Inc. as set forthin the Agreement. Words and expressions defined in the Agreement shall have thesame meanings when used herein unless the context requires otherwise.

Please sign, dateand return to me the enclosed duplicate copy of this letter agreement toconfirm your acceptance of its terms.

Yours sincerely,
| /s/ Mark J. Emkjer                                  |   |
|-----------------------------------------------------|--------|
| Mark Emkjer,  President and Chief Executive Officer |
| for and on  behalf of Accelrys, Inc.                |

 

In considerationof the Company’s agreement to my request to relocate to the U.K., I agree tothe above changes to the Agreement.

Signed:
| /s/ Nic Austin |   |
|----------------|--------|
| Nic Austin     |

 

Date: February 1, 2007

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