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EXHIBIT 10.73

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of July 1, 2001, (the
Effective Date) by MetriGenix, Inc.,a Delaware corporation (the Company),
and [name](the Stockholder).

SECTION 1. Acquisition Of Shares.

(a)       Sale and Purchase. On the terms and conditions set forth in this
Agreement and pursuant to the provisions of the Companys Amended and Restated
Omnibus Stock Plan adopted as of June 14, 2001 (the Plan), the Company agrees
to sell to Stockholder, and the Stockholder agrees to purchase from the
Company, [Number of Shares (figure amount)]shares of Stock. The sale and
purchase shall occur at the offices of the Company on the date set forth above
or at such other place and time as the parties may agree.

(b)       Consideration.The Stockholder agrees to pay $0.30 for each Purchased
Share, for a total of [amount (figure amount)].The Purchase Price is agreed
to be at least 100% of the Fair Market Value of each Purchased Share. Payment
in an amount equal to the Purchase Price of all Purchased Shares shall be made
on the transfer date in cash.

(c)       Stock Restriction Agreement.In consideration of the Companys
willingness to sell Shares to Stockholder, Stockholder agrees to be bound by
the transfer restrictions, Right of Repurchase, Right of First Refusal, Rights
of Second Refusal, Rights of Co-Sale, Market Stand-off, Drag Along Rights and
other terms and conditions herein.

(d)       Defined Terms.Capitalized terms not otherwise defined herein are
defined in Section 13 of this Agreement.

SECTION 2. Restrictions Against Transfer, Right Of Repurchase and Put Right.

(a)      Restrictions Against Transfer.All Purchased Shares initially shall
be Restricted Shares and shall be subject to a right of repurchase by the
Company. The Stockholder shall not transfer, assign, encumber or otherwise
dispose of any Restricted Shares, nor any of the Purchased Shares which have
been held for less than one year from the Effective Date, except as provided in
the following sentence. The Stockholder may transfer Restricted Shares, and/or
any Purchased Shares which have been held for less than one year from the
Effective Date, (i) by beneficiary designation, will or intestate succession or
(ii) to the Purchasers spouse, children or grandchildren or to a trust
established by the Stockholder for the benefit of the Stockholder or the
Stockholders spouse, children or grandchildren, provided in either case that
the Transferee agrees in writing on a form prescribed by the Company to be
bound by all provisions of this Agreement, including without limitation this
Section 2.





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(b)       Condition Precedent to Exercise.The Right of Repurchase shall be
exercisable with respect to Restricted Shares only during the 90-day period
next following the date when the Stockholders Service terminates for any
reason, with or without cause, including (without limitation) death or
disability.

(c)       Lapse of Repurchase Right.The Right of Repurchase shall lapse with
respect to one-fourth (1/4th) of the Restricted Shares on the Effective Date.
The Right of Repurchase shall lapse with respect to an additional one-forty
eighth (1/48th) of the remaining Restricted Shares when the Stockholder
completes each month of continuous Service thereafter. The Right of Repurchase
shall lapse and all of the remaining Restricted Shares shall become vested on
the earlier of the following events: (i) the Company is subject to a Change in
Control; (ii) the Company successfully consummates an initial public offering
of its Stock pursuant to an effective registration statement under the
Securities Act covering a primary sale of Stock of the Company at a public
offering price of at least eight dollars ($8.00) per Share with gross proceeds
of thirty million dollars ($30,000,000) or more or (iii) the Stockholders
Service is terminated at any time during the three (3) month period preceding
or the thirteen (13) month period following the consummation of a Change in
Control of the Companys Parent due to an Involuntary Termination Without Cause
or a Constructive Termination. Any and all Purchased Shares with respect to
which the Right of Repurchase shall have lapsed shall be fully vested in
Stockholder and shall not be Restricted Stock.

(d)       Repurchase Cost.If the Company exercises the Right of Repurchase, it
shall pay the Stockholder an amount equal to the Purchase Price per Share under
Subsection 1(b) above for each of the Restricted Shares being repurchased.

(e)       Exercise of Repurchase Right.The Right of Repurchase shall be
exercisable only by written notice delivered to the Stockholder prior to the
expiration of the 90-day period specified in Subsection (b) above. The notice
shall set forth the date on which the repurchase is to be effected which shall
not be more than thirty (30) days after the date of the notice. The
certificate(s) representing the Restricted Shares to be repurchased shall,
prior to the close of business on the date specified for the repurchase, be
delivered to the Company properly endorsed for transfer. The Company shall,
concurrently with the receipt of such certificate(s), pay to the Stockholder
the Purchase Price determined according to Subsection (d) above. Payment shall
be made in cash or cash equivalents. The Right of Repurchase shall terminate
with respect to any Restricted Shares for which it has not been timely
exercised pursuant to this Subsection (e).

(f)       Additional Shares or Substituted Securities.In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Companys outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which by reason

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of such transaction are distributed with respect to any Restricted Shares
or into which such Restricted Shares thereby become convertible shall
immediately be subject to the Right of Repurchase. Appropriate adjustments to
reflect the distribution of such securities or property shall be made to the
number and/or class of the Restricted Shares. After each such transaction,
appropriate adjustments shall also be made to the price per share to be paid
upon the exercise of the Right of Repurchase in order to reflect any change in
the Companys outstanding securities effected without receipt of consideration
therefor; provided, however, that the aggregate purchase price payable for the
Restricted Shares shall remain the same.

(g)       Termination of Rights as Stockholder.If the Company makes available,
at the time and place and in the amount and form provided in this Agreement,
the consideration for the Restricted Shares to be repurchased in accordance
with this Section 2, then after such time the person from whom such Restricted
Shares are to be repurchased shall no longer have any rights as a holder of
such Restricted Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Restricted Shares shall
be deemed to have been repurchased in accordance with the applicable provisions
hereof, whether or not the certificate(s) therefor have been delivered as
required by this Agreement.

(h)       Escrow.Upon issuance, the certificates for Restricted Shares shall
be deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Subsection (f) above shall immediately be delivered
to the Company to be held in escrow, but only to the extent the Purchased
Shares are at the time Restricted Shares. All regular cash dividends on
Restricted Shares (or other securities at the time held in escrow) shall be
paid directly to the Stockholder and shall not be held in escrow. Restricted
Shares, together with any other assets or securities held in escrow hereunder,
shall be (i) surrendered to the Company for repurchase and cancellation upon
the Companys exercise of its Right of Repurchase or (ii) released to the
Stockholder upon the Stockholders request to the extent the Purchased Shares
are no longer Restricted Shares (but not more frequently than once every six
months). In any event, all Purchased Shares that have vested (and any other
vested assets and securities attributable thereto) shall be released as soon as
administratively practicable following the expiration of 90 days after the
earlier of (i) the Stockholders cessation of Service or (ii) the lapse of the
Right of Repurchase as to all Purchased Shares. Notwithstanding this Section
2(h), in the event Stockholder elects to pledge all or part of the Restricted
Shares as contemplated in Section 3(h) below, the certificates for the
Restricted Shares so pledged shall be held pursuant to the terms and conditions
of a Stock Pledge Agreement to be entered into between Parent and the
Stockholder.

(i)       Put Right.During any period in which the Companys Right of
Repurchase is exercisable, the Stockholder or his or her Transferee shall have
a corresponding right to require the Company to purchase all, but not less than
all, of the

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Restricted Shares, which Put Right shall be exercisable only by written
notice delivered to the Company prior to the expiration of such period. The
notice shall set forth the date on which the repurchase is to be effected which
shall not be more than thirty (30) days after the date of the notice. The
certificate(s) representing the Restricted Shares to be repurchased shall,
prior to the close of business on the date specified for the repurchase, be
delivered to the Company properly endorsed for transfer. The Company shall,
concurrently with the receipt of such certificate(s), pay to the Stockholder an
amount equal to the Purchase Price per Share under Subsection 1(b) above for
each of the Restricted Shares being repurchased. Payment shall be made in cash
or cash equivalents. The Put Right shall terminate with respect to any
Restricted Shares for which it has not been timely exercised pursuant to this
Subsection (i).

SECTION 3. Right Of First Refusal.

(a)       Right of First Refusal.In the event that the Stockholder proposes to
sell, pledge or otherwise transfer to a third party any Purchased Shares (which
are not then Restricted Shares and have been held for at least one year), or
any interest in such Purchased Shares, the Company, in the first instance, and
each of the Investors and Parent (collectively, the Investor Stockholders),
in the second instance, shall have the rights of refusal with respect to all or
part of such Purchased Shares as herein set forth. If the Stockholder desires
to transfer such Purchased Shares (which are no longer subject to the
restrictions against transfer in Subsection 2(a)), the Stockholder shall give a
written Transfer Notice to the Company describing fully the proposed transfer,
including the number of such Purchased Shares proposed to be transferred, the
proposed transfer price and the terms of payment, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed
sale or transfer will not violate any applicable federal or state securities
laws (the Initial Transfer Notice). The Initial Transfer Notice shall be
signed both by the Stockholder and by the proposed Transferee and must
constitute a binding commitment of both parties to the transfer of the
Purchased Shares. For a period of thirty (30) calendar days following the
Initial Transfer Notice, the Company shall have the right to purchase all or
part of the Purchased Shares on the terms of the proposal described in the
Initial Transfer Notice (with an equivalent amount of cash being substituted
for proposed payment in any form other than cash) by delivery of a notice of
exercise of the Right of First Refusal within such 30-day period. The Company
shall effect the purchase of any of the Purchased Shares pursuant to the
exercise of the Right of First Refusal, including payment of any portion of the
purchase price required to be paid upon closing and execution of any documents
evidencing any deferred obligation to pay any portion of the purchase price,
not more than thirty (30) calendar days after delivery of the notice of
exercise, and at such time the Stockholder shall deliver to the Company the
certificate(s) representing the Purchased Shares to be purchased by the
Company, each certificate to be properly endorsed for transfer. The Companys
rights under this Subsection (a) shall be freely assignable, in whole or in
part.

(b)       Investor Stockholders Right of Second Refusal.In the event that the
Company does not elect to purchase all of the Purchased Shares pursuant to its
Right of

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First Refusal under Section 3(a) above within the period set forth
therein, the Stockholder shall promptly (and in any event not later than
forty-five (45) calendar days after the Initial Transfer Notice) give a written
Transfer Notice (the Second Transfer Notice) to each of the Investor
Stockholders. The Second Transfer Notice shall set forth the number of
Purchased Shares not purchased by the Company and shall otherwise reflect the
information required in an Initial Transfer Notice pursuant to Section 3(a).
Each Investor Stockholder shall then have the right, exercisable upon written
notice to the Stockholder (a Participation Notice) within fifteen (15)
calendar days after the receipt of the Second Transfer Notice, to purchase its
pro rata share (determined based on each such Investor Stockholders then
percentage ownership in the Company (as determined on an as-if-converted basis)
unless the Investor Stockholders agree upon a different percentage within such
15-day period) of the Purchased Shares subject to the Second Transfer Notice on
the same terms and conditions set forth therein. The Investor Stockholders who
so exercise their rights of second refusal (each such Investor Stockholder a
Participating Investorand collectively, the Participating Investors) shall
effect the purchase of the Purchased Shares, including payment of any portion
of the purchase price required to be paid upon closing and execution of any
documents evidencing any deferred obligation to pay any portion of the purchase
price, not more than fifteen (15) calendar days after delivery of the
Participation Notice, and at such time the Stockholder shall deliver to the
Participating Investors the certificate(s) representing the Purchased Shares to
be purchased by such Participating Investors, each certificate to be properly
endorsed for transfer.

(c)       Right of Co-Sale.

(i)       In the event the Company and the Investor Stockholders fail to
exercise their respective rights to purchase all of the Purchased Shares
subject to Section 3(a) and (b) hereof, following the exercise or expiration of
the rights of purchase set forth therein, the Stockholder shall deliver to each
Investor Stockholder written notice (a Co-Sale Notice) that each Investor
Stockholder shall have the right, exercisable upon written notice (a Co-Sale
Participation Notice) to Stockholder within fifteen (15) calendar days after
receipt of the Co-Sale Notice, to participate in such transfer on the same
terms and conditions as proposed with respect to the Purchased Shares of such
Stockholder. Such Co-Sale Participation Notice shall indicate the number of
shares of capital stock of the Company owned by such Investor Stockholder (the
Investor Stock) that such Investor Stockholder wishes to sell under his or
its right to participate. To the extent one or more of the Investor
Stockholders exercise such right of participation in accordance with the terms
and conditions set forth below, the number of shares of Purchased Shares that
such Stockholder may sell in the transaction shall be correspondingly reduced.

(ii)       Each Investor Stockholder may sell all or any part of that number of
its shares of capital stock of the Company equal to the product obtained by
multiplying (i) the aggregate number of shares of Stock covered by the Co-Sale
Notice by (ii) a fraction the numerator of which is the number of shares of
Stock owned by such Investor Stockholder at the time of the proposed transfer
(as determined on an as-if-converted

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basis) and the denominator of which is the total number of shares of Stock
of the Company owned by the Stockholder and the Investor Stockholders at the
time of the transfer, without regard to the transfer (as determined on an
as-if-converted basis).

(iii)       Each Investor Stockholder who elects to participate in the transfer
pursuant to this Section 3(c) (a Co-Sale Participant) shall effect its
participation in the transfer by promptly delivering to the Stockholder one or
more certificates, properly endorsed for transfer, which represent the type and
number of shares of capital stock of the Company which such Co-Sale Participant
elects to sell provided, however, that if a Co-Sale Participant owns Preferred
Stock of the Company and the prospective transferee objects to the delivery of
Preferred Stock, such Co-Sale Participant shall convert such Preferred Stock
into Stock and deliver Stock. The Company agrees to make any such conversion
concurrent with the actual transfer of such shares.

(iv)       The stock certificate or certificates that represent the shares which
such Co-Sale Participant elects to sell to the prospective Transferee pursuant
to Section 3(c) shall be transferred by the Stockholder to such Transferee in
consummation of the sale of the Stock pursuant to the terms and conditions
specified in the Co-Sale Notice, and the Transferee shall concurrently
therewith pay to such Co-Sale Participant that portion of the sale proceeds to
which such Co-Sale Participant is entitled by reason of its participation in
such sale. To the extent that any prospective Transferee prohibits such
assignment or otherwise refuses to purchase shares from a Co-Sale Participant
exercising its rights of co-sale hereunder, the Stockholder shall not sell to
such prospective Transferee any Purchased Shares unless and until,
simultaneously with such sale, such Stockholder shall purchase such shares from
such Co-Sale Participant on the same terms and conditions specified in the
Co-Sale Notice.

(v)       If Stockholder has delivered Co-Sale Notices and otherwise has
complied with the provisions of this Section 3, the Stockholder may, not later
than sixty (60) calendar days following delivery to the Investor Stockholders
of the Co-Sale Notices, enter into an agreement providing for the closing of
the transfer of that portion of the Purchased Shares covered by the Co-Sale
Notice and not displaced by participation in the transfer of the Investor
Stockholders as permitted by this Section 3 within thirty (30) calendar days of
such agreement, at the same price per share and on other terms and conditions
not more materially favorable to the Stockholder than those described in the
Co-Sale Notices. Any proposed transfer at a different price per share or on
other terms and conditions materially more favorable than those described in
the Co-Sale Notices, as well as any subsequent proposed transfer of any of the
Purchased Shares of the Stockholder, shall again be subject to the Right of
First Refusal, Rights of Second Refusal and Rights of Co-Sale and shall
require compliance by the Stockholder with the procedures described in this
Section 3. Any Purchased Shares not actually sold or transferred to a proposed
Transferee by the Stockholder within such 30-day period at the price and on the
terms set forth in the Co-Sale Notices shall remain subject to all of the
provisions of this Agreement. Any Purchased Shares which are sold or
transferred to such proposed Transferee by the Stockholder within such 30-day
period shall also remain subject to all of the provisions of this Agreement.
Completion of such sale and transfer

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of the shares on the books and records of the Company will be subject to
the Transferee of such shares executing with the Company a stock restriction
agreement containing the aforementioned provisions.

(d)       Additional Shares or Substituted Securities.In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Companys outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such
transaction distributed with respect to any Purchased Shares subject to this
Section 3 or into which such Purchased Shares thereby become convertible shall
immediately be subject to this Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number
and/or class of Purchased Shares subject to this Section 3.

(e)       Termination and Exception.Any other provision of this Section 3
notwithstanding, the Right of First Refusal, Rights of Second Refusal and
Rights of Co-Sale shall terminate upon the successful consummation of an
underwritten initial public offering by the Company of its Stock pursuant to an
effective registration statement under the Securities Act of 1933, as amended
and shall not apply to a transfer in connection with a Change in Control.

(f)       Permitted Transfers.This Section 3 shall not apply to a transfer by
beneficiary designation, will or intestate succession or (ii) a transfer to the
Stockholders spouse, children or grandchildren or to a trust established by
the Stockholder for the benefit of the Stockholder or the Stockholders spouse,
children or grandchildren, provided in either case that the Transferee agrees
in writing on a form prescribed by the Company to be bound by all the
provisions of this Agreement, including without limitation this Section 3.

(g)       Termination of Rights as Stockholder.If the Company and/or the
Investor Stockholders make available, at the time and place and in the amount
and form provided in this Agreement, the consideration for the Purchased Shares
to be purchased in accordance with this Section 3, then after such time the
person from whom such Purchased Shares are to be purchased shall no longer have
any rights as a holder of such Purchased Shares (other than the right to
receive payment of such consideration in accordance with this Agreement). Such
Purchased Shares shall be deemed to have been purchased in accordance with the
applicable provisions hereof, whether or not the certificate(s) therefor have
been delivered as required by this Agreement.

(h)       Pledge of Purchased Shares to Secure Loan.Notwithstanding anything
to the contrary in Section 2 and this Section 3, the Company, the Investors and
the Parent hereby agree that Stockholder may pledge all or part of the
Purchased Shares to secure a loan from Parent to Stockholder to enable
Stockholder to acquire the Purchased Shares

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hereunder and in connection therewith, each of the Company, the Investors and
Parent waives its rights of refusal and any co-sale rights under this Section 3
with respect to such pledge of Purchased Shares.

SECTION 4. Other Restrictions On Transfer.

(a)       Purchaser Representations.In connection with the issuance and
acquisition of Shares under this Agreement, the Stockholder hereby represents
and warrants to the Company as follows:



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| | (i)      The Stockholder is acquiring and will hold the Purchased Shares
for investment for his or her account only and not with a view to, or for
resale in connection with, any distribution thereof within the meaning
of the Securities Act.



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| | (ii)      The Stockholder understands that the Purchased Shares have not
been registered under the Securities Act by reason of a specific
exemption therefrom and that the Purchased Shares must be held
indefinitely, unless they are subsequently registered under the
Securities Act or the Stockholder obtains an opinion of counsel, in form
and substance satisfactory to the Company and its counsel, that such
registration is not required. The Stockholder further acknowledges and
understands that the Company is under no obligation to register the
Purchased Shares.



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| | (iii)      The Stockholder is aware of the adoption of Rule 144 by the
Securities and Exchange Commission under the Securities Act, which
permits limited public resales of securities acquired in a non-public
offering, subject to the satisfaction of certain conditions, including
(without limitation) the availability of certain current public
information about the issuer, the resale occurring only after the holding
period required by Rule 144 has been satisfied, the sale occurring
through an unsolicited brokers transaction, and the amount of
securities being sold during any three-month period not exceeding
specified limitations. The Stockholder acknowledges and understands that
the conditions for resale set forth in Rule 144 have not been satisfied
and that the Company has no plans to satisfy these conditions in the
foreseeable future.



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| | (iv)      The Stockholder will not sell, transfer or otherwise dispose of
the Purchased Shares in violation of the Securities Act, the Securities
Exchange Act of 1934, or the rules promulgated thereunder, including Rule
144 under the Securities Act. The Stockholder agrees that he or she will
not dispose of the Purchased Shares unless and until he or she has
complied with all requirements of this Agreement applicable to the
disposition of Purchased Shares and he or she has provided the Company
with written assurances, in substance and form satisfactory to the
Company, that (A) the proposed disposition does not require registration
of the Purchased Shares under the Securities Act or all appropriate

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| | action necessary for compliance with the registration requirements of the
Securities Act or with any exemption from registration available under
the Securities Act (including Rule 144) has been taken and (B) the
proposed disposition will not result in the contravention of any transfer
restrictions applicable to the Purchased Shares under applicable state
law.



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| | (v)      The Stockholder has been furnished with, and has had access to,
such information as he or she considers necessary or appropriate for
deciding whether to invest in the Purchased Shares, and the Stockholder
has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the issuance of the
Purchased Shares.



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| | (vi)      The Stockholder is aware that his or her investment in the
Company is a speculative investment that has limited liquidity and is
subject to the risk of complete loss. The Stockholder is able, without
impairing his or her financial condition, to hold the Purchased Shares
for an indefinite period and to suffer a complete loss of his or her
investment in the Purchased Shares.

(b)       Securities Law Restrictions.Regardless of whether the offering and
sale of Shares under this Agreement have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Company at its discretion may impose restrictions upon the sale,
pledge or other transfer of the Purchased Shares (including the placement of
appropriate legends on stock certificates or the imposition of stop-transfer
instructions) if, in the judgment of the Company, such restrictions are
necessary or desirable in order to achieve compliance with the Securities Act,
the securities laws of any state or any other law.

(c)       Market Stand-Off.In connection with the first underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act, the Stockholder shall
not directly or indirectly sell, make any short sale of, loan, hypothecate,
pledge, offer, grant or sell any option or other contract for the purchase of,
purchase any option or other contract for the sale of, or otherwise dispose of
or transfer, or agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Company or its underwriters. The Market Stand-Off shall be in effect for such
period of time following the date of the final prospectus for the offering as
may be requested by the Company or such underwriters. In no event, however,
shall such period exceed 180 days. In the event of the declaration of a stock
dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Companys outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the

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Purchased Shares until the end of the applicable stand-off period. The
Companys underwriters shall be beneficiaries of the agreement set forth in
this Subsection 4(c).

(d)       Rights of the Company.The Company shall not be required to (i)
transfer on its books any Purchased Shares that have been sold or transferred
in contravention of this Agreement or (ii) treat as the owner of Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom Purchased Shares have been transferred in contravention of
this Agreement.

SECTION 5. Drag Along Rights.

(a)       Generally.If at any time the holder(s) of a majority of the shares
of Stock of the Company desire to sell, exchange, convey, or otherwise
transfer, in one or a series of related transactions to an independent third
party, all of the outstanding shares of Stock of the Company (Selling
Holder(s)), then the Selling Holder(s) may require the Stockholder to sell,
exchange, convey, or otherwise transfer, and the Stockholder agrees to sell,
exchange, convey, or otherwise transfer all of the shares of Stock at the same
price per share of Stock (as set forth below) and on the same terms and
conditions, as received by the Selling Holder(s) from the independent third
party for the same class of shares.

(b)       Conditions to Obligation.The Stockholders obligation to sell,
exchange, convey or otherwise transfer the Stock under the provisions of this
Section 5 is subject to the requirements that (i) the Selling Holder(s) shall
give notice to the Stockholder of such sale, exchange, conveyance, or transfer
at least thirty (30) days prior to the proposed date of such event, specifying
the price and terms upon which shares of Stock are to be sold, exchanged,
conveyed, or transferred, and the proposed date of such event, and (ii) upon
the consummation of said sale, exchange, conveyance, or transfer, the
Stockholder will receive the same form and amount of consideration per share of
Stock as received by the Selling Holder(s) for the same class of shares, or, if
the Selling Holder(s) are given an option as to the form and amount of
consideration to be received, the Stockholder will be given the same option.

SECTION 6. Successors And Assigns.

Except as otherwise expressly provided to the contrary, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and inure to the benefit of, and be binding
upon, the Stockholder and the Stockholders legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether or
not any such person has become a party to this Agreement or has agreed in
writing to join herein and to be bound by the terms, conditions and
restrictions hereof.

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SECTION 7. No Retention Rights.

Nothing in this Agreement shall confer upon the Stockholder any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Parent or
Subsidiary employing or retaining the Stockholder), which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and for
any reason, with or without cause.

SECTION 8. Tax Election.

The acquisition of the Purchased Shares may result in adverse tax
consequences that may be avoided or mitigated by filing an election under Code
Section 83(b). Such election may be filed only within 30 days after the date
of purchase. The form for making the Code Section 83(b) election is attached
to this Agreement as an Exhibit. The Stockholder should consult with his or
her tax advisor to determine the tax consequences of acquiring the Purchased
Shares and the advantages and disadvantages of filing the Code Section 83(b)
election. The Stockholder acknowledges that it is his or her sole
responsibility, and not the Companys, to file a timely election under Code
Section 83(b), even if the Stockholder requests the Company or its
representatives to make this filing on his or her behalf.

SECTION 9. Legends.

Legends.All certificates evidencing Purchased Shares shall bear the
following legends:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
SUCH AGREEMENT (i) GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL
UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS
UPON TERMINATION OF SERVICE WITH THE COMPANY, (ii) GRANTS TO CERTAIN
INVESTORS RIGHTS OF FIRST REFUSAL AND CO-SALE RIGHTS UPON AN ATTEMPTED
TRANSFER OF THE SHARES, AND (iii) IMPOSES ON THE HOLDER CERTAIN SO-CALLED
MARKET STAND OFF AND DRAG ALONG REQUIREMENTS. THE SECRETARY OF THE
COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE
HOLDER HEREOF WITHOUT CHARGE.



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN

-11-



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| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.

If required by the authorities of any state in connection with the issuance of
the Purchased Shares, the legend or legends required by such state authorities
shall also be endorsed on all such certificates.

SECTION 10.      Notice.

Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective (a) upon personal delivery; (b) three (3)
business days after having been sent by registered or certified mail, return
receipt requested, with postage and fees prepaid; or (c) one (1) business day
after having been sent by Federal Express or other similar overnight courier,
with receipt therefor. Notice shall be addressed to the Company at its
principal executive office and to the Stockholder at the address that he or she
most recently provided to the Company.

SECTION 11.      Entire Agreement.

This Agreement constitutes the entire contract between the parties hereto
with regard to the subject matter hereof. It supersedes any other agreements,
representations or understandings (whether oral or written and whether express
or implied) relating to the subject matter hereof.

SECTION 12.      Choice Of Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware, as such laws are applied to contracts entered
into and performed in such State.

SECTION 13.      Definitions.

(a)       Agreementshall mean this Stock Purchase Agreement.

(b)       Board of Directorsshall mean the Board of Directors of the Company,
as constituted from time to time.

(c)       Change in Controlshall mean:



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)       The consummation of a merger or consolidation of the Company or
its Parent with or into another entity or any other corporate
reorganization, if more than 50% of the combined voting power of the
continuing or surviving entitys securities outstanding immediately after
such merger,

-12-



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| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | consolidation or other reorganization is owned by persons who were
not stockholders of the Company or its Parent, as the case may be,
immediately prior to such merger, consolidation or other reorganization;



| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)       The sale, transfer or other disposition of all or substantially
all of the Companys or its Parents assets to an unrelated entity; or



| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)       The sale, transfer or other disposition of eighty percent
(80%) or more of the capital stock of the Company or its Parent in one
transaction or a series of related transactions.

A transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Companys or its Parents incorporation or to create
a holding company that will be owned in substantially the same proportions by
the persons who held the Companys or its Parents securities immediately
before such transaction.

(d)       Codeshall mean the Internal Revenue Code of 1986, as amended.

(e)       Constructive Terminationshall have the meaning ascribed thereto in
the Gene Logic Inc. Executive Severance Plan, as in effect on the date of this
Agreement.

(f)       Consultantshall mean an individual who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

(g)       Drag Along Rightsshall mean the obligation of the Stockholder to
transfer the Purchase Shares pursuant to Section 5 in the event a majority of
the holders of Stock wish to transfer all of the shares of Stock to an
independent third party.

(h)       Employeeshall mean any individual who is a common-law employee of
the Company, or an entity which is a Parent or a Subsidiary on the date of this
Agreement.

(i)       Fair Market Valueshall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall
be conclusive and binding on all persons.

(j)       Investorsshall mean those persons and entities set forth on
Schedule 1 to that certain Stock Purchase and Contribution Agreement, dated as
of July 1, 2001, among the Company, Gene Logic and such persons and entities.

(k)      Involuntary Termination Without Causeshall have the meaning
ascribed thereto in the Gene Logic Inc. Executive Severance Plan, as in effect
on the date of this Agreement.

-13-



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##### 



(l)       Market Stand-Offshall mean the restriction against transfer of the
shares by the Stockholder pursuant to Subsection 4(c) for the 180 day period
following an initial public offering of equity securities by the Company.

(m)       Outside Directorshall mean a member of the Board of Directors who
is not an Employee.

(n)       Parentshall mean Gene Logic, Inc.

(o)       Purchase Priceshall mean the amount for which one Share may be
purchased pursuant to this Agreement, as specified in Section 1(b).

(p)       Purchased Sharesshall mean the Shares purchased by the Stockholder
pursuant to this Agreement.

(q)       Put Rightshall mean the Stockholders Put Right in Section 3.

(r)       Restricted Shareshall mean a Purchased Share that is subject to the
Right of Repurchase in Section 2.

(s)       Right of First Refusalshall mean the Companys right of first
refusal described in Section 3.

(t)       Right of Repurchaseshall mean the Companys right of repurchase
described in Section 2.

(u)       Rights of Co-Saleshall mean the rights of the Parent and Investors
under Section 3 to participate in a transfer of the Purchased Shares under
Section 3.

(v)       Rights of Second Refusalshall mean the Parents and Investors
rights of second refusal in Section 3.

(w)       Securities Actshall mean the Securities Act of 1933, as amended.

(x)       Serviceshall mean service as an Employee, Outside Director or
Consultant.

(y)      Share or Shares shall mean one or more shares of Stock.

(z)       Stockshall mean the Common Stock of the Company, with a par value
of $0.01 per Share.

(aa)       Subsidiaryshall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more

-14-



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##### 



of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

(bb)       Transfereeshall mean any person to whom the Stockholder has
directly or indirectly transferred any Purchased Shares.

(cc)       Transfer Noticeshall mean the notice of a proposed transfer of
Purchased Shares described in Section 3.

WITNESS,the signatures below this 31st day of August, 2001, effective as
of the first date set forth above.

|                                     |  |                                
|------------------------------------ |  | -------------------------------
|PURCHASER:                           |  | METRIGENIX, INC                
|                                    
|                                    
|_____________________________
[name] |  | By:__________________________  
|                                    
|                                     |  | Title:_________________________



-15-



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FULL-RECOURSE PROMISSORY NOTE



|          |  |                       
|--------- |  | ----------------------
|$[amount] |  | August 31, 2001       
|          |  | Gaithersburg, Maryland

FOR VALUE RECEIVED,the undersigned Borrower promises to pay to Gene Logic
Inc. (the Company) at its principal offices at 708 Quince Orchard Boulevard,
Gaithersburg, Maryland 20878, the principal sum of [amount (figure amount)],
together with interest from the date of this Note on the unpaid principal
balance, upon the terms and conditions specified below.

1.     Term.The principal balance of this Note, together with interest
accrued and unpaid to date, shall be due and payable at the close of business
on August 31, 2008.

2.     Rate of Interest.Interest shall accrue under the Note on any unpaid
principal balance at the Long Term Applicable Federal Rate under Section
1274(d) of the Internal Revenue Code of 1986, as amended, on the date of
issuance, compounded semiannually.

3.     Prepayment.Prepayment of principal and interest may be made at any
time without penalty.

4.     Events of Acceleration.The entire unpaid principal sum and unpaid
interest under this Note shall become immediately due and payable upon:



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | (a)      The date when the Borrower ceases to be employed by either Gene
Logic, Inc. or MetriGenix, Inc. for any reason;



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)      The failure of the Borrower to pay when due the principal
balance and accrued interest on this Note and the continuation of such
default for more than 10 days;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)      The insolvency of the Borrower, the commission of an act of
bankruptcy by the Borrower, the execution by the Borrower of a general
assignment for the benefit of creditors, or the filing by or against the
Borrower of a petition in bankruptcy or a petition for relief under the
provisions of the federal bankruptcy act or another state or federal law
for the relief of debtors and the continuation of such petition without
dismissal for a period of 90 days or more;



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | (d)      The occurrence of an event of default under the Stock Pledge
Agreement securing this Note or any obligation secured thereby;





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##### 





| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)      Any sale, transfer or other disposition of any shares of Common
Stock of MetriGenix, Inc. (MG) owned by Borrower (including shares of
Common Stock owned as of the date hereof and any acquired hereafter);



| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)      One hundred eighty (180) days following the closing of an
initial public offering of the Common Stock of MG requiring registration
under the Securities Act of 1933, as amended; or



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g)      The occurrence of a Change in Control of MG (as defined in that
certain Stock Purchase Agreement, dated as of even date herewith, between
MG and the Borrower).

5.     Security.Payment of this Note shall be secured by a Stock Pledge
Agreement to be executed and delivered by the Borrower and covering shares of
the Common Stock of MG owned by Borrower. The Borrower, however, shall remain
personally liable for payment of this Note, and assets of the Borrower, in
addition to the collateral under the Stock Pledge Agreement, may be applied to
the satisfaction of the Borrowers obligations hereunder.

6.     Collection.If action is instituted to collect this Note, the Borrower
shall pay all reasonable costs and expenses (including reasonable attorneys
fees) incurred in connection with such action.

7.     Waiver.No previous waiver and no failure or delay by the Company or
the Borrower in acting with respect to the terms of this Note or the Stock
Pledge Agreement shall constitute a waiver of any breach, default or failure of
condition under this Note, the Stock Pledge Agreement or the obligations
secured thereby. A waiver of any term of this Note, the Stock Pledge Agreement
or of any of the obligations secured thereby must be made in writing and signed
by a duly authorized officer of the Company and shall be limited to the express
terms of such waiver.

The Borrower hereby expressly waives presentment and demand for payment at
such time as any payments are due under this Note.

8.      Notice.Any and all notices, requests, demands or other communications
hereunder shall be deemed to have been duly given if in writing and if
transmitted by (i) hand delivery, in which event effective notice shall be
deemed to have been given as of the date of delivery, (ii) Federal Express,
Express Mail or other nationally recognized overnight courier, in which event
effective notice shall be deemed to have been given on the next business day
after being sent, or (iii) by registered or certified mail, postage prepaid,
return receipt requested, in which event effective notice shall be deemed to
have been given three (3) business days after being sent. Notice shall be
addressed to the Company at its principal office and to Borrower at the address
set forth on the signature page of this Note or to such other address as a
party may furnish to the other by notice in accordance with this Section 8.

-2-



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9.     Conflicting Agreements.In the event of any inconsistencies between
the terms of this Note and the terms of any other document related to the loan
evidenced by the Note, the terms of this Note shall prevail.

10.     Governing Law.This note shall be construed in accordance with the
laws of the State of Maryland.



| | BORROWER:
| | ---------



| | _____________________________[name]
| | -----------------------------------



| | Address: ______________________
| | -------------------------------



| | _________________________
| | -------------------------



-3-



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STOCK PLEDGE AGREEMENT

In order to secure payment of the promissory note dated August 31, 2001
(the Note) payable to Gene Logic Inc., a Delaware corporation (the
Company), at its principal offices in the principal amount of [amount, figure
amount], which Note [name] (the Borrower) delivered in connection with a loan
extended to the Borrower by the Company, the Borrower hereby grants the Company
a security interest in, and assigns, transfers and pledges to the Company, the
following securities and other property:

(a)     The [number of shares (figure amount)]shares of the MetriGenix, Inc.
(MG) Common Stock (the Common Stock) delivered to and deposited with the
Company as collateral for the Note; and

(b)     Any and all new, additional or different securities or other property
subsequently distributed with respect to the shares identified in Subsection
(a) above that are to be delivered to and deposited with the Company pursuant
to the requirements of Section 3 of this Agreement;

(c)     Any and all other property and money that is delivered to or comes
into the possession of the Company pursuant to the terms and provisions of this
Agreement; and

(d)     The proceeds of any sale, exchange or disposition of the property and
securities described in Subsection (a), (b) or (c) above.

All securities, property and money to be assigned to, transferred to and
pledged with the Company shall be herein referred to as the Collateral and
shall be accompanied by one or more stock power assignments properly endorsed
by the Borrower. The Company (or its designee, including without limitation
MG) shall hold the Collateral in accordance with the following terms and
provisions:

1.      Representations, Warranties and Covenants of Borrower.Borrower hereby
warrants and represents, and, to the extent relevant, covenants and agrees,
that:

(a)     Borrower has the requisite right, power and authority to enter into,
and perform in accordance with, the terms and conditions of this Stock Pledge
Agreement, and Borrower has the right, power and authority to grant, assign,
transfer and pledge its interest in the Collateral to the Company;

(b)     With the exception of the restrictions upon transfer set forth in that
certain Stock Purchase Agreement, dated as of even date herewith, by and
between the Company and the Borrower, the Collateral is owned legally and
beneficially by Borrower, free and clear of any option, call, contract,
commitment, demand, lien, claim, charge, security interest or encumbrance
whatsoever;





---



##### 



(c)     Borrower shall not, sell, assign, transfer or otherwise dispose of, or
mortgage, pledge, encumber or otherwise hypothecate, all or any portion of the
Collateral;

(d)     This Stock Pledge Agreement shall be construed as absolute, continuing
and unlimited with respect to the covenants, conditions and obligations
contained herein, without regard to regularity, validity, enforceability or any
change, modification or amendment of any liability or obligation of Borrower;
and

(e)     Borrower shall take any steps reasonably deemed necessary or advisable
by the Company to preserve the security interest of the Company in and to the
Collateral.

2.      Rights and Powers.The Company may, without obligation to do so,
exercise one or more of the following rights and powers with respect to the
Collateral:

(a)     Accept in its discretion, but subject to the applicable limitations of
Section 7, other property of the Borrower in exchange for all or part of the
Collateral and release Collateral to the Borrower to the extent necessary to
effect such exchange, and in such event the money, property or securities
received in the exchange shall be held by the Company as substitute security
for the Note and all other indebtedness secured hereunder;

(b)     Perform such acts as are necessary to preserve and protect the
Collateral and the rights, powers and remedies granted with respect to such
Collateral by this Agreement; and

(c)     Transfer record ownership of the Collateral to the Company or its
nominee and receive, endorse and give receipt for, or collect by legal
proceedings or otherwise, dividends or other distributions made or paid with
respect to the Collateral, but only if there exists at the time an outstanding
event of default under Section 8 of this Agreement.

Any action by the Company pursuant to the provisions of this Section 2 may
be taken without notice to the Borrower. Expenses reasonably incurred in
connection with such action shall be payable by the Borrower and form part of
the indebtedness secured hereunder, as provided in Section 11.

So long as there exists no event of default under Section 8 of this
Agreement, the Borrower may exercise all shareholder voting rights and be
entitled to receive any and all regular cash dividends paid on the Collateral.
Accordingly, until such time as an event of default occurs under this
Agreement, all proxy statements and other shareholder materials pertaining to
the Collateral shall be delivered to the Borrower at the address indicated
below.

Any cash sums that the Company may receive in the exercise of its rights

-2-



---



##### 



and powers under this Section 2 shall be applied to the payment of the Note and
any other indebtedness secured hereunder, in such order of application as the
Company deems appropriate. Any remaining cash shall be paid over to the
Borrower.

3.     Duty to Deliver.Any new, additional or different securities that may
now or hereafter become distributable with respect to the Collateral by reason
of (i) any stock dividend, stock split or reclassification of the capital stock
of MG or (ii) any merger, consolidation or other reorganization affecting the
capital structure of MG shall, upon receipt by the Borrower, be promptly
delivered to and deposited with the Company as part of the Collateral
hereunder. Such securities shall be accompanied by one or more properly
endorsed stock power assignments.

4.     Care of Collateral.The Company shall exercise reasonable care in the
custody and preservation of the Collateral but shall have no obligation to
initiate any action with respect to, or otherwise inform the Borrower of, any
conversion, call, exchange right, preemptive right, subscription right,
purchase offer or other right or privilege relating to or affecting the
Collateral. The Company shall not be obligated to take any action with respect
to the Collateral requested by the Borrower unless the request is made in
writing and the Company determines that the requested action will not
unreasonably jeopardize the value of the Collateral as security for the note
and other indebtedness secured hereunder.

The Company may at any time release and deliver all or part of the
Collateral to the Borrower, and the receipt thereof by the Borrower shall
constitute a complete and full acquittance for the Collateral so released and
delivered. The Company shall accordingly be discharged from any further
liability or responsibility for the Collateral, and the released Collateral
shall no longer be subject to the provisions of this Agreement. However, any
and all releases of the Collateral shall be effected in compliance with the
applicable limitations of Section 7(a) and (c).

5.     Payment of Taxes and Other Charges.The Borrower shall pay, prior to
the delinquency date, all taxes, liens, assessments and other charges against
the Collateral, and in the event of the Borrowers failure to do so, the
Company may at its election pay any or all of such taxes and charges without
contesting the validity or legality thereof. The payments so made shall become
part of the indebtedness secured hereunder and, until paid, shall bear interest
at the minimum per annum rate, compounded semiannually, required to avoid the
imputation of interest income to the Company and compensation income to the
Borrower under the federal tax laws.

6.     Transfer of Collateral.In connection with the transfer or assignment
of the Note (whether by negotiation, discount or otherwise), the Company may
transfer all or any part of the Collateral, and the transferee shall thereupon
succeed to all the rights, powers and remedies granted the Company hereunder
with respect to the Collateral so transferred. Upon such transfer, the Company
shall be fully discharged from all liability and responsibility for the
transferred Collateral.

-3-



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7.     Release of Collateral.Provided (i) all indebtedness secured hereunder
shall at the time have been paid in full or cancelled and (ii) there does not
otherwise exist any event of default under Section 8, the pledged shares of
Common Stock, together with any additional Collateral that may hereafter be
pledged and deposited hereunder, shall be released from pledge and returned to
the Borrower in accordance with the following provisions:

(a)       Upon payment or prepayment of principal under the Note, together with
payment of all accrued interest to date, one or more shares of Common Stock
held as Collateral hereunder shall (subject to the applicable limitations of
Subsection (c) below) be released to the Borrower within three days after such
payment or prepayment. The number of shares to be so released shall be equal
to the number obtained by multiplying (i) the total number of shares of Common
Stock held under this Agreement at the time of the payment or prepayment by
(ii) a fraction, the numerator of which shall be the amount of the principal
paid or prepaid and the denominator of which shall be the unpaid principal
balance of the Note immediately prior to such payment or prepayment. In no
event, however, shall any fractional shares be released. In addition, one or
more shares of Common Stock held as Collateral hereunder shall (subject to the
applicable limitations of Subsection (c) below) be released to a stockbroker
designated in writing by the Borrower and acceptable to the Company for the
sole purpose of effecting an immediate sale of the released shares, provided
that such stockbroker agrees to forward any proceeds (up to the balance of
principal and interest due under the Note) directly to the Company to be used
to satisfy the Note.

(b)       Any additional Collateral that may hereafter be pledged and deposited
with the Company (pursuant to the requirements of Section 3) with respect to
the shares of Common Stock pledged hereunder shall be released at the same time
the particular shares of Common Stock to which the additional Collateral
relates are to be released in accordance with the applicable provisions of
Subsection (a) above. Under no circumstances, however, shall any shares of
Common Stock or any other Collateral be released if previously applied to the
payment of any indebtedness secured hereunder.

(c)       In no event shall any shares of Common Stock be released pursuant to
the provisions of Subsections (a) and (b) above if, and to the extent, the fair
market value of the Common Stock and all other Collateral that would otherwise
remain in pledge hereunder after such release were affected would be less than
the unpaid balance of the Note (principal and accrued interest).

8.     Events of Default.The occurrence of one or more of the following
events shall constitute an event of default under this agreement:

(a)       The failure of the Borrower to pay the principal and accrued interest
when due under the Note;

(b)       The failure of the Borrower to perform an obligation imposed upon

-4-



---



##### 



the Borrower by reason of this Agreement;

(c)       The breach of any representation, warranty or covenant of the Borrower
contained in this Agreement; or

(d)       Any default by Borrower in the performance of any provision under this
Stock Pledge Agreement.

Upon the occurrence of any such event of default, the Company may, at its
election, declare the Note and all other indebtedness secured hereunder to
become immediately due and payable and may exercise any or all of the rights
and remedies granted to a secured party under the provisions of the Maryland
Uniform Commercial Code (as now or hereafter in effect), including (without
limitation) the power to dispose of the Collateral by public or private sale or
to accept the Collateral in full payment of the Note and all other indebtedness
secured hereunder.

Any proceeds realized from the disposition of the Collateral pursuant to
the foregoing power of sale shall be applied first to the payment of reasonable
expenses incurred by the Company in connection with the disposition, then to
the payment of the Note and finally to any other indebtedness secured
hereunder. Any surplus proceeds shall be paid over to the Borrower. However,
in the event such proceeds prove insufficient to satisfy all obligations of the
Borrower under the Note, then the Borrower shall remain personally liable for
the resulting deficiency.

9.     Other Remedies.The rights, powers and remedies granted to the Company
and the Borrower pursuant to the provisions of this Agreement shall be in
addition to all rights, powers and remedies granted to the Company and the
Borrower under any statute or rule of law. Any forbearance, failure or delay
by the Company or the Borrower in exercising any right, power or remedy under
this Agreement shall not be deemed to be a waiver of such right, power or
remedy. Any single or partial exercise of any right, power or remedy under
this Agreement shall not preclude the further exercise thereof, and every
right, power and remedy of the Company and the Borrower under this Agreement
shall continue in full force and effect, unless such right, power or remedy is
specifically waived by an instrument executed by the Company or the Borrower,
as the case may be.

10.     General Authority.Borrower hereby irrevocably appoints the Company
as Borrowers true and lawful attorney, with full power of substitution, in the
name of Borrower, for the sole use and benefit of the Company to the extent
permitted by law, to exercise, at any time and from time to time while any
default has occurred and is continuing hereunder, all or any of the following
powers with respect to all or any of the Collateral:

(a)       To receive, take, endorse, assign and deliver any and all checks,
notes, drafts, documents and other negotiable and non-negotiable instruments
and chattel paper taken or received by the Company in connection therewith;

-5-



---



##### 



(b)       To settle, compromise, compound, prosecute or defend any action or
proceeding with respect thereto;

(c)       To sell, transfer, assign or otherwise deal in or with the Collateral
or the proceeds or avails thereof as fully and effectually as if the Company
was the absolute owner thereof; and

(d)       To discharge any taxes, liens, security interests or other
encumbrances at any time placed thereon,

provided, that the Company shall give the Borrower not less than five (5) days
prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral. The Company and the Borrower agree that
such notice constitutes reasonable notification under applicable sections of
the Uniform Commercial Code in effect in the State of Maryland.

11.     Costs and Expenses.All reasonable costs and expenses (including
reasonable attorneys fees) incurred by the Company in the exercise or
enforcement of any right, power or remedy granted it under this Agreement shall
become part of the indebtedness secured hereunder and shall constitute a
personal liability of the Borrower payable immediately upon demand and bearing
interest until paid at the Companys bank interest rate then being earned by
the Company on its deposits.

12.     Applicable Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland and shall be binding upon the
executors, administrators, heirs and assigns of the Borrower.

13.     Arbitration.Any controversy between the parties hereto involving the
construction or application of any terms, covenants or conditions of this
Agreement or the Note, or any claims arising out of or relating to this
Agreement or the Note, or the breach hereof or thereof, will be submitted to
and settled by final and binding arbitration in Baltimore, Maryland, in
accordance with the rules of the American Arbitration Association then in
effect, and judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. In the event of any arbitration
under this Agreement or the Note, the prevailing party shall be entitled to
recover from the losing party reasonable expenses, attorneys fees and costs
incurred therein or in the enforcement or collection of any judgment or award
rendered therein. The prevailing party means the party determined by the
arbitrator to have most nearly prevailed, even if such party did not prevail in
all matters, not necessarily the one in whose favor a judgment is rendered.

14.     Severability.If any provision of this Agreement is held to be
invalid under applicable law, then such provision shall be ineffective only to
the extent of such invalidity, and neither the remainder of such provision nor
any other provisions of this

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Agreement shall be affected thereby.

15.     Notice.Any and all notices, requests, demands or other
communications hereunder shall be deemed to have been duly given if in writing
and if transmitted by (i) hand delivery, in which event effective notice shall
be deemed to have been given as of the date of delivery, (ii) Federal Express,
Express Mail or other nationally recognized overnight courier, in which event
effective notice shall be deemed to have been given on the next business day
after being sent, or (iii) by registered or certified mail, postage prepaid,
return receipt requested, in which event effective notice shall be deemed to
have been given three (3) business days after being sent. Notice shall be
addressed to the Company at its principal office and to Borrower at the address
set forth on the signature page of this Stock Pledge Agreement or to such other
address as a party may furnish to the other by notice in accordance with this
Section 15.

IN WITNESS WHEREOF,this Agreement has been executed by the Borrower on
this 31st day of August, 2001.



| | BORROWER:
| | ---------



| | ___________________________[name]
| | ---------------------------------



| | Address: ____________________
| | -----------------------------



| | _______________________
| | -----------------------

Agreed to and Accepted by:

Gene Logic Inc.

By:___________________________

Printed Name:___________________Title:__________________________

Dated: August 31, 2001



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INDIVIDUAL AMOUNTS

|                                |                  |                |         |  |  |   |        | 
|------------------------------- | ---------------- | -------------- | ------- |  |  | - | ------ | 
|Named Executive Officer         | Number of Shares | Purchase Price
|Michael J. Brennan, M.D., Ph.D. |                  |                | 100,000 |  |  | $ | 30,000 | 
|Y. Douglas Dolginow, M.D.       |                  |                | 20,000  |  |  | $ | 6,000  | 
|Eric M. Eastman, Ph.D.          |                  |                | 20,000  |  |  | $ | 6,000  | 
|Mark D. Gessler                 |                  |                | 125,000 |  |  | $ | 37,500 | 
|David S. Murray                 |                  |                | 50,000  |  |  | $ | 15,000 |