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                                                                   EXHIBIT 10.54


                          PLEDGE AND SECURITY AGREEMENT


               THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as
of the eighth day of April 1999, by and between Y. DOUGLAS DOLGINOW, M.D., a
Maryland resident (the "Pledgor"), and GENE LOGIC INC., a Delaware corporation
(the "Secured Party").

                                    RECITALS:

               WHEREAS, Pledgor has executed a Promissory Note in favor of the
Secured Party (the "Note") in the aggregate principal amount of $150,000 (the
"Loan");

               WHEREAS, in order to induce the Secured Party to make the Loan to
the Pledgor evidenced by the Note, the Pledgor has agreed to enter into this
Agreement; and

               WHEREAS, unless otherwise defined or the context otherwise
requires, the defined terms used herein shall have the same meanings assigned to
them in the Note;

               NOW, THEREFORE, in consideration of the foregoing and in order to
induce the Secured Party to lend funds as contemplated by the Note, the Pledgor
hereby agrees with the Secured Party as follows:

        1.1 Pledge. As collateral security for the full and prompt payment (not
merely the collection) of all amounts due under or with respect to the Note, and
for the complete and prompt observance and performance of all of the Pledgor's
other obligations thereunder, the Pledgor hereby grants to the Secured Party,
its successors and assigns, a continuing security interest in, and pledges and
transfers to the Secured Party, the following property (collectively, the
"Collateral"):

               (a) Thirty Thousand (30,000) shares of the common stock of the
Secured Party represented by stock certificate no. GL 0257 issued on April 8,
1999 (the "Certificate");

               (b) all cash and non-cash proceeds of the foregoing, including
(without limitation) all dividends and other distributions; and

               (c) any Substitute Collateral, as defined in Section 1.2 below.

               In order continuously to perfect the security interest in the
Certificate granted hereby, the Pledgor has, simultaneously with the execution
hereof, physically delivered to the Secured Party the Certificate accompanied by
appropriate undated stock powers duly executed by the registered owner thereof
in blank. After an Event of Default (defined in Section 2 below) has occurred,
the Secured Party may at any time cause to be transferred into its name or the
name of its nominee or nominees any and all of the Collateral hereunder. The
Secured Party shall at all times have the right to exchange the Certificate for
certificates of smaller or larger denominations.



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               In order continuously to perfect the security interest in any
Substitute Collateral, as defined in Section 1.2 below, granted hereby, the
Pledgor will, immediately before any Collateral is released, physically deliver
to the Secured Party any certificates or other documentation representing said
Substitute Collateral as requested by the Secured Party. After an Event of
Default (defined in Section 2 below) has occurred, the Secured Party may at any
time cause to be transferred into its name or the name of its nominee or
nominees any and all of the Substitute Collateral hereunder.

               The Secured Party shall have all the rights with respect to the
Collateral afforded to it as a secured party under the Maryland Uniform
Commercial Code (the "UCC").

        1.2 Substitute Collateral. If the Pledgor grants, pledges and transfers
to the Secured Party, its successors and assigns, a continuing security interest
in a Cash Equivalent Instrument (defined in Section 1.3 below) equal to no less
than the outstanding principal balance and accrued interest unpaid under the
Note (the "Substitute Collateral") in the manner and in accordance with such
procedures as determined appropriate by the Secured Party in its sole discretion
(including delivery of any documentation as determined appropriate by the
Secured Party), as security for the full and prompt payment (not merely the
collection) of all amounts due under or with respect to the Note, and for the
complete and prompt observance and performance of all of the Pledgor's other
obligations thereunder, and the Secured Party determines in its sole discretion
that such Substitute Collateral is acceptable and adequately secures all amounts
due under the Note, then the Secured Party will release the Certificate to the
Pledgor in accordance with the procedures set forth in Section 18 below, as if
such Certificates constituted Excess Collateral thereunder.

        1.3 Cash Equivalent. A Cash Equivalent Instrument shall mean (a) direct
obligations of the United States of America or any agency thereof, or
obligations guaranteed or insured by the United States of America, provided that
in each case such obligations mature within one year from the date of
acquisition thereof, (b) certificates of deposit maturing within one year from
the date of creation thereof issued by any U.S. national or state banking
institution having capital, surplus and undivided profits aggregating at least
$250,000,000 and rated at least A by Standard & Poor's Corporation and A2 by
Moody's Investors Service, Inc., (c) commercial paper with a maturity of 180
days or less issued by a corporation organized under the laws of any state of
the United States or the District of Columbia and rated at least A-1 by Standard
& Poor's Corporation or at least P-1 by Moody's Investors Service, Inc., (d)
repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations issued or unconditionally guaranteed by the United Sates of
America or issued by an agency thereof and backed by the full faith and credit
of the United States of America, in each case maturing within one year from the
date of acquisition; provided that the terms of such agreements comply with the
guidelines set forth in the Federal Financial Agreements of Depository
Institutions with Securities and Others, as adopted by the Comptroller of the
Currency, (e) prime banker's acceptances, (f) money market funds investing in
any of the above, and (g) other investments of equal or greater security and
liquidity as deemed acceptable by the Secured Party in its sole discretion.

        2. Event of Default. The term "Event of Default" shall mean (i) the
failure of Pledgor to pay in full any payment when due under the Note to the
Secured Party, (ii) the breach by Pledgor



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of any provision hereof, or (iii) the termination or ending, with or without
cause, by Pledgor or the Secured Party of Pledgor's employment with the Secured
Party.

        3. Remedies upon Default. If any Event of Default should occur, then the
Secured Party shall be entitled to exercise any one or more of the following
remedies, without first proceeding against any other collateral security
afforded to the Secured Party for any of the obligations secured hereby and
without first asserting a claim against the Pledgor or any guarantor of such
obligations:

               (a) The Secured Party may from time to time take whatever action
at law or in equity may appear necessary or desirable in order to collect the
moneys payable hereunder or secured hereby or to enforce performance and
observance of any obligation, agreement or covenant hereunder.

               (b) The Secured Party may foreclose its security interest in any
of the Collateral in any way permitted by law; and the Secured Party may
thereupon, or at any time thereafter, in its sole discretion, without notice or
demand (except such notice as may be specifically required by law) and with or
without having the Collateral at the time or place of sale, sell or otherwise
dispose of the Collateral, or any part thereof, at one or more public or private
sales, at any time or place, at such price or prices and upon such terms, either
for cash, credit or future delivery, as the Secured Party may elect. In the
exercise of such remedy, the Secured Party may sell all of the Collateral as a
unit even though the sales price thereof may be in excess of the amounts
remaining unpaid on the Note. The Secured Party is authorized at any sale or
other disposition of the Collateral, if it deems it advisable so to do, to
restrict the prospective bidders or purchasers thereof to persons who will
represent and agree that they are purchasing for their own account for
investment, and not with a view to the distribution or resale of any of the
Collateral. At any such public sale the Secured Party may bid for and become the
purchaser of all or any part of the Collateral, and such sale or sales may be
held without demand of performance, notice of intention to sell, the time or
place of sale or any other matter, except for such notice as may be specifically
required by law; and the purchaser at any such sale or other disposition shall
thereafter hold the Collateral sold absolutely free from any claim or right of
the Pledgor of whatsoever kind, including any right of redemption of the
Pledgor, all such rights being hereby expressly waived and released by the
Pledgor to the extent permitted by law.

               (c) The Secured Party may apply for a receiver for the Collateral
and may sell the Collateral pursuant to a judicial sale, and the Pledgor hereby
assents to the passage of a decree for the sale of any of the Collateral by any
court having jurisdiction. The Pledgor hereby authorizes and empowers the
Secured Party to sell its interest in the Collateral in accordance with the
Maryland Rules of Procedure or any other applicable law. Such Collateral or any
interest therein may be sold upon such terms and in as many lots as the person
conducting the sale may, in his sole discretion, elect. No re-advertisements of
any sale shall be required if the sale is adjourned by announcement, at the time
or place set therefor, of the date, time or place to which the same is to be
adjourned.

               (d) The Secured Party may exercise any and all rights of
conversion, exchange or subscription and any other rights, privileges or options
pertaining to any of the Collateral, as if



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the Secured Party were the absolute owner thereof, including (without
limitation) the right to exchange, at its discretion, any and all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Pledgor or upon the exercise by or on behalf of the
Pledgor or the Secured Party of any right, privilege or option pertaining to any
of the Collateral.

               (e) The Secured Party may take possession of the Collateral
pursuant hereto without legal process and without incurring liability to the
Pledgor therefor for the purpose of exercising its rights hereunder.

               (f) The Secured Party may exercise any other right or remedy with
respect to any of the Collateral given to secured parties under the UCC or other
applicable law.

               (g) Any notification required by Section 9-504 of the UCC shall
be deemed reasonably and properly given if mailed, certified or registered mail,
postage prepaid, to the Pledgor, at least ten (10) days before any sale or
disposition of any of the Collateral which is subject to the UCC. Any
advertisement of the sale or other disposition of such Collateral shall be
deemed to be reasonable if such advertisement is placed in a newspaper of
general circulation in or about the location of the Pledgor's residence, the
chief executive offices or principal place of business of the Pledgor or the
location of the sale at least once in each of the two (2) calendar weeks
immediately preceding the sale.

               (h) Any proceeds received from the exercise of any remedy
hereunder, after deducting therefrom any and all costs and expenses incurred in
securing possession of any Collateral, in shipping and storing the Collateral,
in preparing the Collateral for sale or otherwise dealing with Collateral prior
to any sale or other disposition thereof and in connection with the sale or
other disposition thereof (including, without limitation, attorneys' and
accountants' fees and brokers' commissions), shall be applied toward the payment
of any and all amounts due under or with respect to the Note, including
interest, and all other costs and expenses incurred by the Secured Party in
connection with this Agreement or the Note which are then due and payable, in
such order and amounts as the Secured Party, in its sole discretion, may elect.
If such net proceeds should be insufficient to pay the same and a deficiency
shall result, the Pledgor shall nevertheless remain liable for such deficiency;
and if such proceeds should be more than sufficient to pay the same, then in
case of a surplus, such surplus shall be accounted for and, if any amounts due
under the Note remain outstanding, retained by the Secured Party, who shall hold
the same as security for the payment of the Note; otherwise, such surplus shall
be paid over to the Pledgor or to whomsoever a court of competent jurisdiction
shall determine to be entitled thereto.

        4. Representations and Warranties. The Pledgor hereby represents and
warrants to the Secured Party as follows:

               (a) The Pledgor is and will remain the true and lawful owner of
all the Collateral and, except for the security interest created hereunder, he
has and will continue to have good and marketable title thereto, free and clear
of all liens, charges and encumbrances whatsoever.



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               (b) The Pledgor has and will continue to have full legal power
and right to pledge and grant the security interest conveyed hereby in the
Collateral and every part thereof; the making of such pledge and the granting of
such security interest do not and will not violate the provisions of any law,
regulation, contract, agreement, restrictive covenant or legend, order of court,
corporate charter or bylaw, stockholders agreement or other instrument binding
upon him or any part of the Collateral; and no consent or approval of any
governmental body or regulatory authority, or any securities exchange, was or is
necessary to the validity or effectiveness thereof.

        5. Preservation of Collateral. The Pledgor will pay promptly when due
all taxes, assessments and governmental charges and levies upon or against the
Collateral, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith by appropriate proceedings. The Secured Party may, at its option,
make any payments or take any other action it may reasonably deem necessary or
desirable to cure any Event of Default, to remove or discharge any liens,
attachments or levies, whether voluntary or involuntary, or otherwise to
conserve, protect or further perfect its interest in the Collateral. The Pledgor
shall, promptly upon demand, reimburse the Secured Party for all such advances
or expenses incurred by the Secured Party, together with interest at the
Applicable Federal Rate plus two percent (2%), calculated from and including the
date of advance or payment to and including the date of reimbursement.

        6. Dividends. All dividends paid upon or in respect of the Collateral
and all stock or property representing stock or liquidating dividends or a
distribution or return of capital upon or in respect of the Collateral or any
part thereof or resulting from a split-up, revision or reclassification of the
Collateral or any part thereof or received in addition to, in substitution of or
in exchange for the Collateral or any part thereof as a result of a merger,
consolidation, recapitalization or otherwise, shall be paid, delivered or
transferred, as appropriate, directly to the Secured Party immediately upon the
receipt thereof by the Pledgor in precisely the form received, and may, in the
case of cash, be applied at the Secured Party's option to the payment of the
Note (in whatever order and priority it may, in its sole discretion, elect),
whether or not the same may then be due or otherwise adequately secured, and
shall, in the case of all other property, together with any cash received by the
Secured Party and not applied as aforesaid, be held by the Secured Party
pursuant hereto as part of the Collateral pledged under and subject to the terms
of this Agreement.

        7. Voting Rights. Upon the occurrence and during the continuation of any
Event of Default, the Secured Party may exercise all voting rights and all other
rights conferred on the owner of any shares of stock included among the
Collateral. So long as no Event of Default shall have occurred and be
continuing, the Pledgor shall have the right to vote its shares of voting stock
in the Secured Party on all corporate matters arising in the ordinary course of
business. Under any circumstances and as to any matters not governed by the
foregoing provisions of this Section 7, the Pledgor may only exercise its voting
rights with respect to the Collateral with the prior consent of the Secured
Party.

        8. Power of Attorney. The Pledgor does hereby irrevocably constitute and
appoint the Secured Party his true and lawful attorney, with full power of
substitution, for him and in his name, place and stead, after an Event of
Default has occurred, to ask, demand, collect, receive,



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receipt for, sue for, compound or give acquittance for any and all sums or
properties which may be or become due, payable or distributable on or in respect
of the Collateral or which constitute a part thereof, with full power to settle,
adjust or compromise any claim thereunder or therefor as fully as the Pledgor
could itself do, and to endorse or sign the name of the Pledgor on all
commercial paper given in payment or in part payment thereof and on all
documents of satisfaction, discharge or receipt required or requested in
connection therewith, and in its discretion, to file any claim or take any other
action or proceeding, either in its own name or in the name of the Pledgor, or
otherwise, which the Secured Party may deem necessary or appropriate to collect
or otherwise realize upon any and all of the Collateral, or to effect a transfer
thereof, or which may be necessary or appropriate to protect and preserve the
right, title and interest of the Secured Party in and to the Collateral and the
security intended to be afforded hereby. The foregoing power of attorney, being
coupled with an interest, is irrevocable during the term of this Agreement.

        9. Term. This Agreement shall terminate at such time as the Note has
been paid in full.

        10. Possession. (a) The Secured Party shall maintain the Collateral
prior to sale, as well as any part of the Collateral which is not so sold, in a
place of safe-keeping under its control. Upon termination of this Agreement in
accordance with its terms, the Secured Party shall promptly deliver possession
of any of the Collateral then remaining in its possession to the Pledgor. The
Pledgor hereby releases the Secured Party from any liability for any act or
omission relating to the Collateral or this Agreement, except for actual losses
resulting solely from the Secured Party's willful misconduct.

               (b) The Secured Party shall permit the Pledgor or his
representatives to inspect the Collateral, upon reasonable notice and at such
times as the Collateral is reasonably accessible during regular business hours,
either before or after the occurrence of an Event of Default hereunder.

        11. Perfection. The Pledgor will execute and deliver to the Secured
Party such financing statements, amendments to financing statements,
continuation statements, stock certificates, stock powers and other documents,
certificates, instruments and agreements as the Secured Party deems necessary or
advisable to accomplish or facilitate the transactions contemplated hereby and
will pay all filing, recordation and registration fees and taxes incurred in
connection therewith.

        12. Exercise of Rights. Any delay on the part of any party hereto in
exercising any power, option, privilege or right hereunder shall not operate as
a waiver thereof, and no single or partial exercise of any power, option,
privilege or right hereunder shall preclude other or future exercise thereof, or
the exercise of any other power, option, privilege or right. The waiver by the
Secured Party of any Event of Default shall not constitute a waiver of any
subsequent default, but shall be restricted to the default so waived. If any
part of this Agreement should be contrary to any law which the Secured Party
might seek to apply or enforce, or be otherwise defective, the other provisions
of this Agreement shall not be affected thereby, but shall continue in full
force and effect. All rights, remedies and powers of the Secured Party hereunder
are irrevocable and cumulative, and not alternative or exclusive, and shall be
in addition to all other rights, remedies



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and powers given hereunder or in or by any other instrument or any law now
existing or hereafter made or enacted. The Pledgor shall, upon demand, reimburse
the Secured Party for all expenses incurred by it in connection with the
exercise of any remedies granted hereunder, which sums shall be secured by the
security interest granted hereunder.

        13. Assignment. The Secured Party may assign or transfer the whole or
any part of the indebtedness of the Pledgor secured hereunder, and the Secured
Party may assign and transfer as collateral security therefor its security
interest in the whole or any part of any collateral security provided by the
Pledgor under this Agreement or otherwise. Such transferee(s) of the Secured
Party shall have the same rights and powers with reference to such security
interest, the obligations of the Pledgor and the benefit of this Agreement and
the Collateral conveyed hereunder as are herein given to the Secured Party.

        14. Notices. Any notice, request, claim, demand, waiver, consent,
approval or other communication which is required or permitted hereunder shall
be in writing and shall be deemed given if delivered personally, or if sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows:

               If to the Secured Party to:

               Gene Logic Inc.
               708 Quince Orchard Road
               Gaithersburg, Maryland 20878

               attn: Mark Gessler

               with a required copy to:

               Mr. Wallace Christner
               Venable
               1201 New York Ave., N.W.
               Suite 1000
               Washington, DC 20005

               If to the Pledgor to:

               Doug Dolginow
               12307 Stoney Creek Road
               Pototmac, MD 20854

or to such other address as the person to whom notice is to be given may have
specified in a notice duly given to the sender as provided herein.

        15. Binding Nature. This Agreement, and all of the terms and conditions
hereof, shall be binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns, and shall inure to the benefit
of the parties hereto and the transferees, successors and assigns of the Secured
Party, but shall not inure to the benefit of any other person.



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        16. Construction. When used herein, the singular may also refer to the
plural, and vice versa; and the use of any gender shall be applicable to all
genders. All representations, warranties, covenants, undertakings, obligations,
waivers and other agreements of the Pledgor herein shall survive the effective
date hereof and shall continue in effect throughout the term of this Agreement.

        17. Governing Law. The laws of the State of Maryland shall govern the
construction of this Agreement. The Pledgor hereby consents to the jurisdiction
and venue of any proceeding to enforce any of his obligations under this
Agreement which is brought in any state or federal court in the State of
Maryland.

        18. Release. Upon the full and final payment, performance and
satisfaction of all of the obligations under the Note, the Secured Party shall
execute and deliver to the Pledgor such releases, termination statements and
estoppel certificates as the Pledgor may reasonably request; provided that all
such documents shall be prepared, reviewed and filed or recorded at the
Pledgor's sole cost and expense (including, without limitation, the reasonable
fees of counsel to the Secured Party).

               At such time when a payment is made on the Note in the manner
described in the Note, and only if in the Secured Party's sole and reasonable
discretion it finds that the value of the Collateral exceeds the outstanding
principal balance, accrued interest and all other amounts due under the Note by
a minimum of $5,000 (the "Excess Collateral"), then if requested by Pledgor, the
Secured Party will release the Excess Collateral to the Pledgor in the manner
described in this section.


                                    * * * * *


               IN WITNESS WHEREOF, the parties have caused this Pledge Agreement
to be duly executed under seal, intending it to be a sealed instrument, as of
the day and year first above written.


 ATTEST or WITNESS:                                  PLEDGOR



/s/ Al Lichtenstein                    /s/ D. Dolginow                (SEAL)
---------------------------            ---------------------------
                                       Y. DOUGLAS DOLGINOW, M.D.


                                       SECURED PARTY,
                                       GENE LOGIC INC.



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/s/ Diane Holland                      By: /s/ Mark D. Gessler        (SEAL)
---------------------------            ---------------------------
                                           Name: Mark D. Gessler
                                           Title: President & COO


















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