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                                                           EXHIBIT 10.39

                     AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of July 9, 1997, by and between GENE LOGIC INC., a Delaware
Corporation (the "Company"), and DANIEL R. PASSERI ("Executive").

     WHEREAS, the Company and Executive previously entered into an Employment
Agreement dated February 17, 1997 (the "Employment Agreement") which, among
other things, provides for the automatic vesting of all outstanding options
to purchase the Company's Common Stock held by the Executive upon a change of
control of the Company (the "Vesting Provision"); and

     WHEREAS, the Company and Executive desire to amend the Employment
Agreement to amend and restate the Vesting Provision.

     NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements set forth below, hereby agree to amend the Employment
Agreement as follows:

     1.   RESTATEMENT OF VESTING PROVISION.  Section 3 of the Employment
Agreement shall be amended and restated to read in its entirety as follows:

          "3   INCENTIVE STOCK OPTIONS.  Upon commencement of the term of
     employment engaged by this Agreement, the Company shall grant to Passeri
     incentive stock options to purchase 50,000 shares of the Company's Common
     Stock at a purchase price per share of $0.15 per share (the "Initial
     Option").  The Initial Option will be subject to vesting over a 4 year
     period with 10,000 shares vesting upon commencement of employment and the
     remaining 40,000 shares vesting at a rate of 1/48th each month for 48
     months.  The Company will grant additional incentive stock options to
     Passeri in each year during which this Agreement remains in force, in
     numbers consistent with Passeri's position as Vice President, Business
     Development and Intellectual Property Management of the Company.  Such
     incentive stock options shall become exercisable according to the schedule
     established by the Board of Directors for the Company's Incentive Stock
     Option Plan.  In the event of:  (i) a merger or consolidation of the
     Company with another corporation, not including any merger or consolidation
     if immediately thereafter the stockholders of the Company immediately
     before such transaction own shares representing more than 50% of the
     outstanding voting securities of the surviving corporation, (ii) a sale of
     shares by the stockholders of the Company if immediately thereafter the
     stockholders of the Company immediately before such sale own shares
     representing less than 50% of the outstanding voting securities of the
     surviving corporation, or (iii) a sale of all or substantially all of
     the Company's

                                       1.

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     assets, 10,000 unvested shares under the Initial Option and any other
     options to purchase Common Stock of the Company held by Passeri that
     have not previously vested under the terms of the applicable Option
     Agreements shall vest immediately upon the closing of such transaction.
     In the event of an underwritten initial public offering of the Company's
     Common Stock, to the extent at least 80% of the aggregate of the shares
     subject to outstanding options to purchase Common Stock of the Company
     held by Passeri (other than any such options granted immediately prior
     to and in contemplation of such initial public offering) have not
     previously vested under the terms of the applicable Option Agreements,
     then the vesting of such options shall be accelerated such that 80% of
     the shares subject to each such option shall be vested as of the closing
     of such initial public offering and the remaining 20% of the shares
     subject to each such option shall vest 180 days from the closing of such
     initial public offering.  If, in the event of an underwritten initial
     public offering of the Company's Common Stock, 80% or more of the
     aggregate of the shares subject to outstanding options to purchase
     Common Stock of the Company held by Passeri (other than any such options
     granted immediately prior to and in contemplation of such initial public
     offering) have previously vested, then any remaining unvested shares
     subject to such options shall vest 180 days from the closing of such
     initial public offering.

     2.   EFFECTIVE DATE.  This Amendment shall be effective as of the date of
the Employment Agreement.  Except as amended herein, or as otherwise agreed to
in writing by the Company and Executive, all terms of the Employment Agreement
shall remain in full force and effect.

                                      2.

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     IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written.


THE COMPANY:                             EXECUTIVE:

GENE LOGIC INC.
a Delaware Corporation

By: /s/ MICHAEL J. BRENNAN               /s/ DANIEL R. PASSERI
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Title: President and CEO                 Daniel R. Passeri
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                                       3.