Accelrys, Inc. – ‘10-Q’ for 6/30/98 – EX-10.35

As of:  Friday, 8/14/98   ·   For:  6/30/98   ·   Accession #:  1036050-98-1417   ·   File #:  0-27188

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18     88K 
 2: EX-10.19    Employment Agreement                                   3     19K 
 3: EX-10.27.A  Amendment to Employment Agreement                      5     18K 
 4: EX-10.28.A  Amendment to Employment Agreement                      4     17K 
 5: EX-10.35    Joint Venture Agreement                              177    641K 
 6: EX-10.36    Amendement No. 1 to Joint Venture Agreement            4     18K 
 7: EX-10.37    Distributorship Agreement                             60    233K 
 8: EX-10.38    Amendment to Distributorship Agreement                 2±     9K 
 9: EX-10.39    Amendment No. 2 to Distributorship Agreement          42    275K 
10: EX-27.1     Financial Data Schedule                                2     10K 
11: EX-27.2     Financial Data Schedule                                2     10K 

EX-10.35   —   Joint Venture Agreement
Exhibit Table of Contents

EX-10.35
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                                                               EXHIBIT 10.35

JOINT VENTURE AGREEMENT 

February 14, 1992 

between 

POLYGEN CORPORATION 

and 

TEIJIN LIMITED  

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TABLE OF CONTENTS 

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                                                                          Page
                                                                              
ARTICLE 1 - DEFINITIONS..................................................  1  

ARTICLE 2 - EFFECTIVE DATE AND TERM......................................  2  

ARTICLE 3 - SCHEDULE OF EVENTS...........................................  2  

         3.1  Closing....................................................  2  
         3.2  Filing of Incorporation Documents..........................  3  
         3.3  Distributorship Agreement..................................  3  

ARTICLE 4 - ESTABLISHMENT OF THE COMPANY.................................  3  

         4.1  Formation of the Company...................................  3  
         4.2  Articles of Incorporation..................................  3  
         4.3  Name and Principal Office..................................  3  
         4.4  Procedures Involving Japanese Government...................  4  

ARTICLE 5 - PURPOSES OF THE COMPANY......................................  4  

         5.1  Corporate Purposes.........................................  4  
         5.2  Cooperation................................................  4  

ARTICLE 6 - CAPITAL OF THE COMPANY; SHAREHOLDERS AND ASSETS..............  4  

         6.1  Capital Stock..............................................  4  
         6.2  Subscription of Capital Shares.............................  5  
         6.3  Rights; Restrictions.......................................  5  
         6.4  Working Capital Loans......................................  5  
         6.5  Preemptive Rights..........................................  5  
         6.6  Securities.................................................  6  

ARTICLE 7 - BUSINESS YEAR AND ACCOUNTING.................................  6  

         7.1  Business Year..............................................  6  
         7.2  Accountant and Financial Statements........................  6  
         7.3  Access to Books, Records and Facilities....................  7  
         7.4  Records and Books; Internal Reports........................  7  
         7.5  Statutory Auditor..........................................  7  

ARTICLE 8 - OPERATION OF THE COMPANY; ASSISTANCE;                             
            PRODUCT DEVELOPMENT COORDINATION;                                 
            RIGHTS OF FIRST REFUSAL TO PRODUCTS..........................  7  

         8.1  Adoption and Implementation of Operating                        
              Procedures.................................................  7  
         8.2  Assistance to the Company..................................  7  

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         8.3  Product Development Coordination............................................  8 
         8.4  Rights of First Refusal to Teijin's Products................................  8 
         8.5  Right of First Refusal to Teijin Systems                                        
               Technology.................................................................  9 
         8.6  Obligation to Proceed Diligently............................................  9 
         8.7  Company as Exclusive Distributor............................................  9 
         8.8  Duty of Management to Act Impartially....................................... 10 
         8.9  Employee Benefits........................................................... 10 

ARTICLE 9 - SHAREHOLDERS' MEETINGS........................................................ 10 

         9.1 Shareholders' Meetings....................................................... 10 
         9.2 Shareholders' Resolutions.................................................... 10 

ARTICLE 10 - MANAGEMENT OF THE COMPANY.................................................... 11 

         10.1 Board of Directors.......................................................... 11 
         10.2 Election of Directors....................................................... 12 
         10.3 Board of Directors' Meetings................................................ 12 
         10.4 Resolutions of Board of Directors Meetings.................................. 12 
         10.5 Mutual Consultation......................................................... 13 
         10.6 Management.................................................................. 13 

ARTICLE 11 - RESTRICTION ON TRANSFER OF SHARES............................................ 13 

ARTICLE 12 - RIGHT OF FIRST REFUSAL....................................................... 14 

ARTICLE 13 - PROFITS AND DIVIDENDS POLICY................................................. 15 

ARTICLE 14 - SECRECY...................................................................... 15 

         14.1 Obligation of Secrecy....................................................... 15 
         14.2 Obligation Not to Use....................................................... 16 
         14.3 Observance by Company....................................................... 16 
         14.4 Indemnity; Injunctive Relief................................................ 16 

ARTICLE 15 - TERMINATION.................................................................. 17 

         15.1 Termination................................................................. 17 
         15.2 Effect of Termination....................................................... 18 

ARTICLE 16 - DISSOLUTION.................................................................. 18 

         16.1 Events Triggering Dissolution............................................... 18 
         16.2 Management of Company During Winding Up..................................... 18 
         16.3 Distribution of Assets...................................................... 18 
         16.4 Documents and Records....................................................... 19 

ARTICLE 17 - REPRESENTATIONS, WARRANTIES AND COVENANTS.................................... 19 

         17.1 Representations, Warranties and Covenants of PMSI........................... 19 

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         17.2  Representations, Warranties and Covenants of                          
                Teijin........................................................... 20 

ARTICLE 18 - GOVERNING LAW AND LANGUAGE; DISPUTE RESOLUTION...................... 21 

         18.1  Governing Law and Language........................................ 21 
         18.2  Dispute Resolution................................................ 21 

ARTICLE  19 - ENFORCEMENT........................................................ 22 

         19.1  Severability...................................................... 22 
         19.2  Waiver of Obligation.............................................. 22 
         19.3  Specific Performance/Injunctive Relief............................ 22 
         19.4  Rights of Shareholders are Cumulative............................. 23 
         19.5  Third Parties..................................................... 23 

ARTICLE 20 - GENERAL TERMS....................................................... 23 

         20.1  Assignment........................................................ 23 
         20.2  Amendment......................................................... 23 
         20.3  Notices........................................................... 23 
         20.4  Compliance by Company............................................. 24 
         20.5  Entire Agreement.................................................. 24 
         20.6  Force Majeure..................................................... 24 
         20.7  Headings.......................................................... 24 
         20.8  Counterparts...................................................... 24 
         20.9  Export Compliance................................................. 24 
         20.10 Parties Advised by Counsel - No Interpretation                        
                Against Drafter.................................................. 25 

EXHIBITS                                                                        

Exhibit  A:       Distributorship Agreement                   
Exhibit  B:       Common Stock Purchase Agreement             
Exhibit  C:       Corporate License Agreement                 
Exhibit  D-1:     Articles of Incorporation of the Company    
             (Japanese Original not included herein)
Exhibit  D-2:     English translation of Articles of          
Incorporation             

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JOINT VENTURE AGREEMENT 

       THIS JOINT VENTURE AGREEMENT ("Agreement") is made as of the 14th day
of February, 1992 by and between Polygen Corporation (doing business as Polygen 
Molecular Simulations Incorporated), a Delaware corporation, having its         
principal office at 200 Fifth Avenue, Waltham, Massachusetts 02154, U.S.A.      
(hereinafter "PMSI"), and Teijin Limited, a corporation organized under the laws
of Japan, having its principal office at 6-7, Minamihommachi 1-chome, Chuo-ku,  
Osaka 541, Japan (hereinafter "Teijin"). PMSI and Teijin shall hereinafter be   
collectively referred to as the "Shareholders" and individually as a            
"Shareholder".                                                                  

RECITALS

        WHEREAS, the Shareholders desire to enter into a strategic partnership
through the formation of a joint venture corporation in Japan upon the terms and
conditions set forth below for the purposes of marketing, distributing,         
licensing, selling and supporting PMSI's and its subsidiaries' computational    
chemistry software products in the Territory and establishing a strong strategic
business in the Territory which has direct relationships with customers and a   
strong technology base.                                                         

WHEREAS, the Shareholders desire to acquire the stock of such 
corporation, and the Shareholders desire to provide for the consistent and      
uniform management of such corporation.                                         

AGREEMENT 

      NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Shareholders hereby agree as follows:                     

ARTICLE 1 - DEFINITIONS 

       For the purposes of this Agreement, the following terms shall, unless
the context otherwise requires, have the meanings set forth below:              

      1.1   "Company" means the corporation to be organized under the laws
of Japan pursuant to Article 4 hereof.                                          

      1.2   "Territory" means the entire country of Japan, which Territory
may be expanded from time to time by mutual agreement of the Shareholders to    
include other countries in the Asian Pacific Rim such as Korea and Taiwan.      

1.  

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       1.3   "Products" mean those computational chemistry software products
marketed presently or in the future by PMSI or PMSI Subsidiaries as defined in  
the Distributorship Agreement attached hereto as Exhibit A and as to which the  
Company shall have the right to act as a distributor under the Distributorship  
Agreement.                                                                      

       1.4   "Distributorship Agreement" means the distributorship agreement
by and between PMSI and the Company in the form attached hereto as Exhibit A.   

  1.5   "Stock Purchase Agreement" means the common stock purchase
agreement by and between PMSI and Teijin in the form attached hereto as Exhibit 
B, pursuant to which Teijin shall make an equity investment in PMSI through the 
purchase of newly issued PMSI common stock.                                     

 1.6   "Corporate License Agreement" means the corporate license
agreement by and between PMSI and Teijin in the form attached hereto as Exhibit 
C, pursuant to which PMSI shall grant Teijin a non-exclusive corporate license  
to use the Products.                                                            

        1.7   "PMSI Subsidiaries" mean and include any corporation, company or
other corporate entity in the United States or any other country in the world   
whose voting stock is, at any time during the term of this Agreement, fifty     
percent (50%) or more directly owned by PMSI.                                   

ARTICLE 2 - EFFECTIVE DATE AND TERM 

         This Agreement shall become effective on the later to occur of: (i) the
date of execution of this Agreement by the Shareholders, or (ii) the date on    
which all Japanese governmental clearance (whether in the form of an approval,  
notification or otherwise) is obtained with respect to Japanese foreign exchange
and trade control regulations, and shall continue until terminated as provided  
in Article 15 hereof.                                                           

ARTICLE 3 - SCHEDULE OF EVENTS

3.1 Closing. The closing (the "Closing") of the transactions  
contemplated by this Agreement shall take place on March 6, 1992 (the "Closing  
Date"), or such other subsequent date as the Shareholders may agree. The Closing
shall be held at the offices of Teijin in Tokyo, Japan, or at such other place  
as the Shareholders may agree. Prior to or at the Closing, the Shareholders     
shall concurrently execute and enter into this Agreement, the Stock Purchase    
Agreement, the Corporate License Agreement, and any other agreements and/or     
document(s) as they or                                                          

2.  

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their legal counsel may mutually deem necessary or appropriate in the           
circumstances.                                                                  

 3.2   Filing of Incorporation Documents. As soon as practicable
following the execution of this Agreement, the Shareholders shall file or       
arrange for the filing of the incorporation documents for the Company.          

   3.3   Distributorship Agreement. As soon as practicable after the
incorporation of the Company, PMSI and the Company shall enter into the         
Distributorship Agreement whereby the Company shall be appointed as PMSI's      
exclusive distributor with respect to the marketing, distribution, licensing,   
sale and support of the Products in the Territory.                              

ARTICLE 4 - ESTABLISHMENT OF THE COMPANY

  4.1   Formation of the Company. As soon as practicable after the
execution of this Agreement, the Shareholders will cause the Company to be      
organized and incorporated as a joint stock company (Kabushiki Kaisha) under the
laws of Japan. All reasonable costs incurred in connection with the             
incorporation and qualification of the Company in Japan shall be borne by the   
Company to the extent legally permitted under the laws of Japan. The remainder  
of such costs shall be shared equally by the Shareholders.                      

       4.2   Articles of Incorporation. The Articles of Incorporation of the
Company shall be in the form attached hereto as Exhibit D-1 (Japanese original);
the English translation of which is attached hereto as Exhibit D-2. In the event
of any conflict between this Agreement and the Articles of Incorporation, this  
Agreement shall prevail and the Shareholders shall amend the Articles of        
Incorporation of the Company as necessary, to the extent permitted by law, to   
eliminate such conflict. Notwithstanding the foregoing, in the course of        
incorporating the Company, the promoter(s) may revise the Japanese original     
Articles of Incorporation as required or suggested by the Notary Public or      
District Registry in charge to the extent that no conflict between the revised  
Japanese Articles of Incorporation and this Agreement and/or the English        
translation attached hereto as Exhibit D-2 is created as a result of such       
revision.                                                                       

    4.3   Name and Principal Office. The corporate name of the Company
shall be Teijin Molecular Simulations Incorporated in English and [ Japanese    
Translation] in Japanese or, if such name is not available, such other name as  
is acceptable to the Shareholders. The principal place of business of the       
Company shall initially be located at Chiyoda-ku, Tokyo, Japan.                 

3.  

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 4.4   Procedures Involving Japanese Government. Teijin shall be
responsible for completing and/or assisting PMSI in completing any approval     
and/or notification procedures required by law involving the Japanese government
(national and/or local) with respect to the formation of the Company, including 
but not limited to assisting PMSI in filing with the relevant Japanese          
governmental ministries all required notices under the Foreign Exchange and     
Foreign Trade Control Law of Japan, as amended, concerning PMSI's purchase of   
stock in the Company. The Company shall: (i) file any and all reports and       
notices and take any and all other further action as necessary or appropriate to
establish and maintain its existence under the laws of Japan, and (ii) be       
responsible for completing any approval procedures required by law involving the
Japanese government with respect to the importation, marketing, distribution,   
licensing, sale and support of the Products in the Territory.                   

ARTICLE 5 - PURPOSES OF THE COMPANY 

  5.1   Corporate Purposes. The Company shall pursue the following
business purposes:                                                              

               (a)  the importation, marketing, distribution, licensing and sale
of the Products in the Territory through all legitimate channels, including     
direct, through subdistributors and OEMS;                                       

               (b)  the provision of technical support services for the Products
and contract services relating to the Products; and                             

            (c)  other business activities which the Board of Directors of
the Company may from time to time decide.                                       

        5.2   Cooperation. The Shareholders agree to cooperate with each other
in good faith in the fulfillment of the above purposes and activities and       
otherwise in the implementation of the provisions of this Agreement, and shall  
jointly develop a business plan for the Company.                                

ARTICLE 6 - CAPITAL OF THE COMPANY; SHAREHOLDERS AND ASSETS 

 6.1   Capital Stock. The Company shall have one class of shares
designated common stock, to which the rights more particularly defined in       
Section 6.3 hereof shall attach. The total authorized capital of the Company    
shall consist of sixteen thousand (16,000) shares of common stock, with a par   
value of fifty thousand Japanese yen (Y50,000) each.                            

4.  

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6.2   Subscription of Capital Shares.                         

          (a)  The Company shall issue four thousand (4,000) shares of
common stock at the time of its incorporation. The Shareholders shall subscribe 
for such initial shares to be issued by the Company as follows:                 

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Shareholder                Common Shares                Percentage
-----------                -------------                ----------
                                                                  
PMSI                       2,000                        (50%)     
Teijin                     2,000                        (50%)     

         (b)  In consideration for its shares, PMSI shall pay to the
Company, within forty-five (45) days after the date of execution of this        
Agreement and as the Shareholders may agree, the sum of one hundred million     
Japanese yen (Y100,000,000) in cash. In consideration for its shares, Teijin    
shall pay to the Company, within forty-five (45) days after the date of         
execution of this Agreement and as the Shareholders may agree, the sum of one   
hundred million Japanese yen (Y100,000,000) in cash. The obligation of each     
Shareholder to subscribe and pay for shares as above-stated shall be conditioned
upon a subscription and payment, within twenty-four (24) hours, by the other    
Shareholder of its respective portion thereof.                                  

         6.3   Rights; Restrictions. All shares issued by the Company shall have
equal voting and other rights, preferences and restrictions as set forth in the 
Company's Articles of Incorporation attached hereto as Exhibit D-1.             

      6.4   Working Capital Loans. To the extent that funds generated from
the operations of the Company are not sufficient to cover all proper operational
expenses thereof, loans to the Company for working capital purposes in such sums
reasonably determined by the Board of Directors of the Company to be necessary  
to fund such operational expenses ("Operating Loans") shall be obtained and     
shall be severally guaranteed (if necessary) by the Shareholders in proportion  
to their then respective shareholdings in the Company. Use of any Operating     
Loans or other lines of credit by the Company shall be in accordance with a     
budget set by the Board of Directors of the Company.                            

        6.5   Preemptive Rights. The Shareholders shall have preemptive rights
to subscribe and pay for any additional new shares of the Company that are      
issued in the future, in proportion to their then existing respective           
shareholdings in the Company. Each Shareholder shall exercise its preemptive    
rights by sending written notice to the Company of its intent to subscribe for  
the new shares of the Company, within fourteen (14) days of being notified by   
the Company of such capital increase. In each case, the subscription of and     
payment for such new shares                                                     

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shall be consummated within thirty (30) days following receipt by the Company of
the Shareholder's written notice.                                               

  If either Shareholder shall not wish to subscribe for the shares
covering any capital increase, such Shareholder shall immediately notify the    
Company and the other Shareholder thereof in writing, whereupon the preemptive  
right of the first Shareholder shall pass to the other Shareholder and the      
latter shall have the right to subscribe for all or any part of the shares not  
so subscribed, and shall exercise such right in the manner set forth in the     
preceding paragraph.                                                            

       6.6   Securities. Unless otherwise agreed to between the Shareholders
in writing, the Company shall not issue any equity, including convertible bonds,
bonds with warrants or any other type of security, holders of which can acquire 
an equity interest in the Company, without the prior approval of the Board of   
Directors of the Company.                                                       

ARTICLE 7 - BUSINESS YEAR AND ACCOUNTING

        7.1   Business Year. The business and tax year of the Company shall be
from April 1 to March 31 of each calendar year, provided that the first business
and tax year of the Company shall begin on the date of its incorporation and end
on the next occurring March 31.                                                 

         7.2   Accountant and Financial Statements. The Company, at its expense,
shall employ an independent certified public accountant, as agreed to by the    
Board of Directors of the Company, to perform an annual audit of the books and  
records of the Company and to prepare any and all tax returns of the Company    
required under Japanese law. Within sixty (60) days after the close of each     
business year of the Company, an audited balance sheet and profit and loss      
statement of the Company prepared in accordance with generally accepted         
accounting principles in Japan consistently applied, together with a report of  
such accountant shall be prepared in the Japanese language, translated into the 
English language, and sent to each Shareholder. Any services of such accountant 
other than such audit, performed at the request of either Shareholder, shall be 
at the cost of the requesting Shareholder. Within thirty (30) days after the    
close of each month of the business year of the Company, an unaudited balance   
sheet and profit and loss statement of the Company for such month, prepared in  
accordance with generally accepted accounting principles in Japan consistently  
applied and certified by the chief financial officer of the Company to be true, 
correct and complete in all material respects, shall be prepared in the Japanese
language, translated into the English language, and sent to each Shareholder.   

6.  

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7.3   Access to Books, Records and Facilities. Each of the    
Shareholders, at its own expense, shall have full and complete access, through  
an accountant or other agent of its choice, to the books, records and facilities
of the Company during normal business hours for the purpose of inspection,      
making copies, auditing or any other purpose not inconsistent with the best     
interests of the Company. The books and records of the Company will be in the   
Japanese language with a summary of such records to be made available, upon     
request, in the English language. The cost of preparing the English language    
summary shall be borne by the Company.                                          

     7.4   Records and Books; Internal Reports. The types of records and
accounting books which the Company will maintain shall be established by the    
Board of Directors of the Company in accordance with any applicable law and     
shall reflect generally accepted accounting principles in Japan. Such records   
and books shall be maintained at the Company's principal office or, to the      
extent permitted by applicable law, at such other location as the Company's     
Board of Directors shall determine. If either Shareholder shall desire any      
additional information or operating reports to be generated by the Company, such
Shareholder may cause such reports to be prepared at its own expense.           

   7.5   Statutory Auditor. In addition to the independent certified
public accountant to be employed pursuant to Section 7.2 hereof, the Company    
shall have one (1) statutory auditor to be nominated by Teijin and to be elected
by resolution of the General Shareholders' Meeting.                             

ARTICLE 8 - OPERATION OF THE COMPANY; ASSISTANCE; 
       PRODUCT DEVELOPMENT COORDINATION;
         RIGHTS OF FIRST REFUSAL TO PRODUCTS

8.1   Adoption and Implementation of Operating Procedures. All
operating procedures, including, without limitation, pricing policies with      
respect to the licensing/sale of the Products in the Territory, staffing and    
hiring, compensation of employees, supervision of work and marketing of the     
Products, shall be determined under guidelines established by action of the     
Board of Directors of the Company.                                              

        8.2   Assistance to the Company. Teijin will assist the Company in the
development of its business by providing a highly qualified management, staff   
and necessary facilities for the Company's operations, at a reasonable          
compensation. The Company's sales and support staff shall be solely engaged in  
marketing and providing services related to the Products in the Territory. PMSI 
will technically assist and provide initial technical staffing to the Company.  
The salaries, travel, overseas assignment (where applicable) and incidental     
expenses of                                                                     

7.  

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all staff shall be borne by the Company while they are attached to the Company. 

        8.3   Product Development Coordination. Teijin agrees that, during the
term of this Agreement, it will coordinate its product development activities in
the field of computational chemistry with PMSI such that:                       

           (a)  Teijin and its subsidiaries will not, during the term of
this Agreement, engage in the development, licensing, or sale of any product    
(except for "SetPro" which is currently under development and "Materia" which is
currently being sold) that Competes (as such term is defined below) with the    
Products or any other software product under development or planned to be       
developed by PMSI and/or PMSI Subsidiaries which are disclosed to Teijin in     
writing in sufficient detail to enable Teijin to comply with the provisions of  
this Section 8.3(a). For the purposes of this Agreement, two products shall be  
considered to "Compete" with one another if the sale of one product to a        
customer would substantially substitute for the sale of the other product to    
such customer. Without limiting the obligations of the parties hereunder, Teijin
and PMSI shall consult with each other on a yearly basis to determine which     
products are competitive products; and                                          

               (b)  In the event that Teijin and/or any of Teijin's subsidiaries
intends to develop or develops a computational chemistry product (including, if 
appropriate, "SetPro") which could be reasonably interfaced, built upon or      
otherwise combined with software platforms or products of PMSI or those of PMSI 
Subsidiaries, Teijin and/or the Teijin subsidiary in question shall notify PMSI 
in writing and shall develop such product, in consultation with PMSI, to        
integrate or otherwise be compatible with PMSI's and PMSI Subsidiaries' software
platforms or products.                                                          

8.4   Rights of First Refusal to Teijin's Products.           

            (a)  Teijin hereby grants the Company, during the term of this
Agreement, a right of first refusal to market, license, sell or otherwise       
distribute computational chemistry software products developed by Teijin or any 
Teijin subsidiary under the conditions described in Section 8.3(b) above in the 
Territory on an exclusive basis, and upon other terms that are substantially    
equivalent to the terms granted to the Company by PMSI under the Distributorship
Agreement; provided, however, that such right of first refusal shall not extend 
to products that are, as of the date hereof, marketed by Teijin or a Teijin     
subsidiary.                                                                     

8.  

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          (b)  Teijin also hereby grants PMSI, during the term of this
Agreement, a right of first refusal to market, license, sell or otherwise       
distribute computational chemistry products developed by Teijin or any Teijin   
subsidiary in all parts of the world outside of the Territory reserved to the   
Company, on an exclusive basis, and upon other terms that are substantially     
equivalent to the terms of the Distributorship Agreement between PMSI and the   
Company. Teijin agrees to promptly and fully disclose in good faith to PMSI all 
computational chemistry products developed by Teijin or any Teijin subsidiary   
and the parties shall mutually identify those products that are suitable for    
distribution by PMSI pursuant to its right of first refusal hereunder.          

8.5   Right of First Refusal to Teijin Systems Technology [*] 

      8.6   Obligation to Proceed Diligently. If the Company, PMSI, or TST
exercises its right of first refusal to market and distribute products as set   
forth in Sections 8.4(a), 8.4(b) or 8.5 above, as the case may be, it shall     
diligently pursue commercial distribution of such product(s). If the party      
exercising such right of first refusal shall fail to diligently pursue the      
commercial distribution of the product(s) for which it has acquired distribution
rights for a period of ninety (90) consecutive days in any twelve (12)-month    
period after the exercise of such right of first refusal, following notice from 
the other party of the same and a thirty (30)-day period to cure, the party     
which developed or introduced the product(s) shall thereafter have the right to 
market and distribute such product(s) in the territory in question.             

      8.7   Company as Exclusive Distributor. PMSI agrees that, during the
term of this Agreement, the Company shall be PMSI's sole vehicle in the         
Territory for the distribution of the                                           

9.  

* CONFIDENTIAL TREATMENT REQUESTED                                              

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*    CONFIDENTIAL TREATMENT REQUESTED                                           

Products in the Territory as contemplated by the Distributorship Agreement.     

  8.8   Duty of Management to Act Impartially. Notwithstanding the
foregoing provisions, the management of the Company shall at all times act only 
in the best interests of the Company. Each Shareholder hereby assures the other,
and further agrees to be responsible for ensuring, that any management or other 
personnel nominated, appointed or otherwise supplied by it shall abide by the   
terms of this Agreement and the Distributorship Agreement and act impartially   
and in the best interests of the Company, including but not limited to          
transacting on an arms'-length basis with any subdistributor, sub-agent or      
value-added reseller who is directly or indirectly owned or controlled by either
Shareholder.                                                                    

 8.9   Employee Benefits. Employees of the Company shall receive
benefits under the benefit plans as determined under guidelines established by  
action of the Board of Directors of the Company.                                

ARTICLE 9 - SHAREHOLDERS' MEETINGS  

         9.1   Shareholders' Meetings. Shareholders of the Company shall receive
notice in both the Japanese and English languages of each Shareholder's Meeting 
at least fourteen (14) days before the scheduled date of such meeting. The      
Company shall have at least one Ordinary General Meeting of Shareholders each   
calendar year at a time and location determined by the Board of Directors of the
Company. Any Extraordinary or Special Meeting of Shareholders of the Company    
shall be held from time to time at the request of a Shareholder of the Company  
according to applicable law or as called for by a resolution of the Board of    
Directors.                                                                      

        9.2   Shareholders' Resolutions. The quorum for Shareholders' Meetings
shall consist of a majority of the total outstanding shares of the Company.     
Unless otherwise required by applicable law, all resolutions may be passed by an
affirmative vote of a majority of the shares present and entitled to vote;      
provided that in the case of the matters listed below, unless otherwise agreed  
by the Shareholders, such matters shall be submitted to the Shareholders for    
approval by a special resolution of the Shareholders' Meeting, which special    
resolution must be adopted by an affirmative vote of not less than two-thirds   
(2/3) of the shares present and entitled to vote, unless otherwise set forth    
herein:                                                                         

             (a)  Modification or amendment of the Articles of Incorporation
of the Company;                                                                 

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              (b)  Assignment or other transfer of all or an important part of
the business of the Company, or acquisition of all or an important part of the  
business of others;                                                             

(c)  Reduction in capital;                        

               (d)  Dissolution and/or liquidation except as provided in Article
16 below;                                                                       

(e)  Payment of dividends;                        

(f)  Dismissal of Directors of the Company;       

         (g)  Merger or consolidation of the Company, which shall be
adopted by an affirmative vote of not less than two-thirds (2/3) of the shares  
outstanding;                                                                    

      (h)  Change in the business purposes of the Company; and

           (i)  Such other matters as required by law or the Articles of
Incorporation of the Company to be determined by a special resolution of the    
Shareholders' Meeting.                                                          

Notwithstanding the foregoing, if at any time after the third anniversary of the
Effective Date of this Agreement, either Shareholder proposes that any of the   
actions set forth in Section 9.2(b), (d), (g) or (h) above be taken, such       
Shareholder shall send written notice of its proposal (the "Proposal Notice") to
the other and if such action is not adopted by the required vote of the         
Shareholders within thirty (30) days following the date of the Proposal Notice, 
the proposing Shareholder shall have the right to require mutual consultation   
between the senior management of the Shareholders by written notice to the other
in accordance with Section 10.5 hereof.                                         

ARTICLE 10 - MANAGEMENT OF THE COMPANY

      10.1  Board of Directors. The Company shall be managed by a Board of
Directors to be composed of six (6) individuals, three (3) to be nominated by   
each of PMSI and Teijin, respectively; except, however, that, for such period as
shall be mutually agreed to by the Shareholders, the Board of Directors of the  
Company shall consist of four (4) members, two (2) to be nominated by each of   
PMSI and Teijin, respectively. The Company shall have two (2) representative    
directors, one to be appointed from the Directors nominated by PMSI and the     
other from the Directors nominated by Teijin, who shall serve for such period as

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shall be mutually agreed to by the Shareholders. The representative directors   
shall have the authority to act severally on behalf of the Company.             

    10.2  Election of Directors. The Directors of the Company shall be
elected at the Shareholders' Meeting. Each party hereby agrees to vote its      
shares for the candidates so nominated. The Shareholders hereby agree that if   
any of the Directors dies, resigns or leaves office before the expiration of his
term, such vacancy shall be filled promptly and in any event prior to the Board 
of Directors taking any major action and each Shareholder will vote its shares  
so that a new Director, to be selected by the Shareholder who nominated the     
departed Director, shall be elected as his successor. The Shareholders expressly
agree that the voting agreement contained in this Section 10.2 shall be         
specifically enforceable. The maximum amount of compensation to be paid to the  
Directors shall be determined by resolution of the Shareholders' Meeting.       

   10.3  Board of Directors' Meetings. Notice of Board of Directors'
meetings shall be given in both the Japanese and English languages to each      
Director and the statutory auditor at least twenty (20) days before the         
scheduled date of such meeting unless such notice is waived in writing by all of
the Directors and the statutory auditor. The Board of Directors shall meet at   
least once every three (3) months at times and places to be mutually agreed.    

  10.4  Resolutions of Board of Directors Meetings. The quorum for
meetings of the Board of Directors of the Company shall be a majority of the    
total number of Directors in office. The approval of a majority of the Board of 
Directors present at any such meeting shall be required for any of the          
following:                                                                      

            (a)  adoption of the annual business plan (including financial
and operating plans) of the Company and any amendments thereto;                 

(b)  changes in capital;                          

              (c)  appointment and dismissal of executive personnel, including
but not limited to a general manager and officers of the Company, and the       
compensation of such officers;                                                  

             (d)  the entering into of any agreement between the Company and
either of Teijin and PMSI or an affiliate, director or employee of either of    
them;                                                                           

            (e)  the appointment and dismissal of any subdistributor, sub-
agent, value-added reseller or OEM under the Distributorship Agreement and the  
terms of any agreement with any such subdistributor, sub-agent, value-added     
reseller or OEM; and                                                            

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        (f)  the setting of guidelines and approval of any changes
relating to the use of Teijin's name, PMSI's name and/or the Company logo in    
advertising, brochures and related materials.                                   

        As promptly as practicable following the formation of the Company, the
Board of Directors shall pass resolutions defining the extent of authority to be
given to the Company's management in relation to approval by said management of 
(i) indebtedness for borrowed money by the Company (including the guarantee of  
any indebtedness by the Company) and (ii) capital expenditures of the Company.  
The approval authority of the Company's management shall, at a minimum, be      
reviewed by the Board of Directors once a year and, if necessary, adjusted as   
the Board of Directors may deem fit.                                            

         If agreement cannot be reached on any of the matters enumerated in this
Section 10.4 above, with the exception of Section 10.4(f) above, Teijin and PMSI
shall each have the right to give written notice to the other party and request 
mutual consultation between senior management of the Shareholders relating to   
such matter in accordance with Section 10.5 below.                              

    10.5  Mutual Consultation. Within thirty (30) days after notice by
either Shareholder requesting mutual consultation in accordance with the terms  
of this Agreement, the Shareholders, through their respective senior management,
shall commence negotiations and shall negotiate in good faith for a period of   
not less than thirty (30) and not more than ninety (90) days to accomplish a    
mutually agreeable resolution of the matter. Unless otherwise agreed, senior    
management of the Shareholders shall meet at least three (3) times during such  
ninety (90)-day negotiation period. In the event that such matter cannot be so  
resolved, this Agreement shall be terminated and the Company shall be dissolved 
and liquidated in accordance with the procedures set forth in Article 16 hereof 
no later than two hundred and seventy (270) days from the date of the notice    
requesting mutual consultation.                                                 

         10.6  Management. Teijin shall provide the management personnel for the
Company and shall nominate the President of the Company for such period as shall
be mutually agreed to by the Shareholders for approval by the Board of Directors
of the Company.                                                                 

ARTICLE 11 - RESTRICTION ON TRANSFER OF SHARES

       Each of the Shareholders covenants and agrees that it shall not sell,
transfer, assign, convey, pledge, encumber or in any way dispose of or create   
any interest whatsoever in, any or all of its shares in the Company without the 
prior written consent of                                                        

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the other Shareholder, such consent not to be unreasonably withheld; provided,  
however, that either Shareholder may freely transfer its shares in the Company  
to an acquirer or successor-in-interest of all or substantially all its business
without the prior consent of the other Shareholder, subject to the condition    
that the acquirer or transferee of such shares shall expressly agree in writing 
to become bound by the terms of this Agreement, the Distributorship Agreement   
and the Corporate License Agreement. Not less than twenty-two (22) days prior to
a Shareholder entering into a definitive and binding agreement providing for its
acquisition by, or the sale of substantially all its business to, a competitor  
who is located in the territory of the other Shareholder, the Shareholder to be 
acquired shall send written notice of the same to the other Shareholder. The    
Shareholders shall then mutually consult at the senior management level         
concerning the effect of such acquisition or sale on the Company. The purpose of
such consultation shall be to assure that the acquisition of the Shareholder in 
question shall have as little impact on the conduct of the Company's business as
possible and to preserve as much as possible the conduct of the business of the 
Company as it existed prior to such acquisition. The Shareholders shall cause   
the Company to register with the Commercial Registry of Japan, and to have the  
Articles of Incorporation of the Company contain, a statement to the effect that
any transfer of any shares of the Company is subject to the prior approval of   
the Company's Board of Directors. Any transfer or attempted transfer in         
violation of this Article 11 shall be null and void and of no effect.           

ARTICLE 12 - RIGHT OF FIRST REFUSAL 

Except where shares in the Company are to be sold or otherwise
transferred to an acquirer or successor-in-interest of all or substantially all 
of either Teijin's or PMSI's business in accordance with the provisions of      
Article 11 hereof, if either Teijin or PMSI desires to sell or transfer its     
ownership in the Company, in whole or in part, the selling party shall first    
notify the other party in writing (the "Transfer Notice") of the proposed sale  
or transfer (including the price and proposed transferee). The Transfer Notice  
shall be signed by both the selling party and by the proposed transferee and    
shall set forth the number of shares in the Company which the selling party     
proposes to transfer, together with all material terms and conditions of the    
proposed transfer, and must constitute a binding commitment on both such parties
for the transfer of shares subject only to the Right of First Refusal (as       
defined hereafter). The other party shall have a right of first refusal for     
ninety (90) days after the date such notice is delivered to purchase the selling
party's shares in the Company at the proposed sale price (the "Right of First   
Refusal"). The other party shall exercise its Right of First Refusal by giving  
notice                                                                          

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of acceptance in writing to the selling party within the 90-day period provided 
above. If the other party does not exercise this Right of First Refusal within  
the ninety (90)-day period provided, the selling party may conclude a transfer  
of the shares to the proposed transferee on the terms and conditions and for the
price set forth in the Transfer Notice, subject to the prior written consent    
requirement of Article 11 hereof. Any proposed transfer on terms and conditions 
different from those described in the Transfer Notice or to an entity other than
the proposed transferee identified in the Transfer Notice, as well as any       
subsequent proposed transfer by the selling party, shall again be subject to the
Right of First Refusal. The transfer of any stock elected to be acquired        
pursuant to the Right of First Refusal shall be consummated within forty-five   
(45) days following the receipt of the written acceptance of the selling party's
offer. Any sale or transfer of any shares of stock of the Company shall be void 
unless the provisions of this Article have been complied with.                  

ARTICLE 13 - PROFITS AND DIVIDENDS POLICY 

       Unless otherwise agreed by the Shareholders, the whole of the profits
of the Company shall after such provisions and reserves as may be required and  
considered appropriate by the Shareholders and subject to the availability of   
tax credits, be retained by the Company in respect of each business year.       

ARTICLE 14 - SECRECY

       14.1  Obligation of Secrecy. Without the prior written consent of the
supplying Shareholder, no receiving Shareholder, its officers, directors, agents
or employees shall, in the case of Confidential Information (as defined         
hereafter) of a business nature, both during the term of this Agreement and for 
a period of three (3) years after termination of this Agreement, and in the case
of all Confidential Information of a technical nature, both during the term of  
this Agreement and for a period of ten (10) years after termination of this     
Agreement, in any manner whatsoever disclose or communicate such information to 
a third party, except as legally required by any governmental or judicial       
agency, and each Shareholder agrees to keep such Confidential Information       
strictly confidential. For the purpose of this Agreement, the term "Confidential
Information" shall mean and include any and all financial and other information 
relating to the Company, information concerning this Agreement and its terms and
conditions and the relationship of the Shareholders hereto, business and        
financial information of either Shareholder, and technical information relating 
to the Products (including, without limitation, design specifications,          
instructions and know-how) acquired either directly or indirectly by either     
Shareholder                                                                     

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hereunder; provided, however, that all such Confidential Information shall be   
clearly marked as "confidential" and the term "Confidential Information" shall  
not include any information which:                                              

              (a)  has become or entered the public domain through no fault of
the receiving party; or                                                         

            (b)  was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or                                

           (c)  was or has been obtained lawfully from a third party; or

          (d)  has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.                               

This Section 14.1 shall in no way supersede the respective    
confidentiality and non-use provisions of any of the agreements attached as     
Exhibits to this Agreement, and the confidentiality and non-use provisions in   
any such agreement shall prevail over the provisions of this Section 14.1 with  
respect to that agreement.                                                      

        14.2  Obligation Not to Use. Each Shareholder agrees that it shall not
use any Confidential Information obtained from the other Shareholder or from the
Company for any purpose whatsoever except in a manner expressly provided for in 
this Agreement; provided, however, that in the event this Agreement is          
terminated for any reason other than breach by a Shareholder, the Shareholders  
may freely use Confidential Information relating to or of the Company but not of
either Shareholder; provided, further, however, that in the event this Agreement
is terminated for breach by either Shareholder, only the non-breaching          
Shareholder shall be entitled to use Confidential Information relating to or of 
the Company but not of either Shareholder.                                      

       14.3  Observance by Company. Each of the Shareholders agrees to cause
the Company to abide and be bound by the confidentiality and non-use obligations
of Sections 14.1 and 14.2 hereof for the periods specified in Section 14.1 and  
subject to the exceptions set forth in Section 14.2 above.                      

      14.4  Indemnity; Injunctive Relief. Each Shareholder shall indemnify
and hold the other harmless from any loss, liability and expenses suffered by   
the other Shareholder as a result of any unauthorized disclosure, communication 
or use of any Confidential Information by the receiving Shareholder, its        
officers, directors, employees or agents. The Shareholders acknowledge that     
irreparable injury will result to the other in the event of                     

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a breach or threatened breach of any of the provisions of this Article and agree
that in the event of a breach or threatened breach, the complaining Shareholder 
shall be entitled, in addition to any other available remedy, to seek injunctive
and other equitable relief from a court of competent jurisdiction. The          
obligations contained in Sections 14.1, 14.2, 14.3 and 14.4 of this Article     
shall survive the termination of this Agreement.                                

ARTICLE 15 - TERMINATION

     15.1  Termination. This Agreement may be terminated in writing by a
Shareholder in the event of the occurrence of any one or more of the following: 

      (a)  the other Shareholder fails to perform any material
obligation of this Agreement or any of the agreements attached as an Exhibit to 
this Agreement and such default is not cured within sixty (60) days after       
written notice of the default made by the other Shareholder;                    

             (b)  the other Shareholder shall be dissolved or liquidated due
to adverse financial conditions, be declared bankrupt or insolvent, or becomes a
party for more than ninety (90) days to proceedings or arrangements involving   
liquidation, receivership, reorganization or the settlement of its debts, except
for any action instituted by the other Shareholder, and the non-affected        
Shareholder gives written notice to such Shareholder that it wishes to terminate
this Agreement. A Shareholder subject to any of the events described herein     
shall promptly notify the other Shareholder of its occurrence in writing;       

             (c)  mutual consultation between the Shareholders in accordance
with Section 10.5 hereof fails to resolve the matter(s) being negotiated within 
the period specified therein;                                                   

         (d)  the acquisition by either Teijin or PMSI of all of the
shares of the Company;                                                          

           (e)  the Company is declared bankrupt by a court of competent
jurisdiction or is the subject of a final decision for the commencement of      
corporate reorganization procedures;                                            

       (f)  the Shareholders agree that, taking into account all
pertinent market conditions, the performance of the Company does not justify its
continued existence; and                                                        

     (g)  the accumulated deficit of the Company exceeds [*]
and mutual consultation between the Shareholders in the manner set forth in     

17. 

*  CONFIDENTIAL TREATMENT REQUESTED                                             

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Section 10.5 fails to resolve the deficit issue within ninety (90) days of such 
deficit being incurred.                                                         

         15.2  Effect of Termination. Upon the termination of this Agreement for
any reason, the Distributorship Agreement shall terminate forthwith.            
Notwithstanding the foregoing, PMSI agrees that if this Agreement is terminated 
under Section 15.1(a) for a breach or default by PMSI in its obligations, PMSI  
shall continue to provide technical support and updating services to customers  
of the Company and TST for a minimum period of two (2) years following the date 
of such termination.                                                            

ARTICLE 16 - DISSOLUTION

        16.1  Events Triggering Dissolution. If an event described in Sections
15.1 (a), (b), (c), (e), (f) or (g) occurs, the Shareholders shall effect a     
liquidation of the Company as promptly as possible and the Company shall        
immediately commence to wind up its affairs. Nothing in this Article 16 shall   
relieve a Shareholder who has breached this Agreement from its liability for    
damages incurred by the other Shareholder due to such breach.                   

         16.2  Management of Company During Winding Up. During the period of the
winding up of the affairs of the Company, the rights and obligations of the     
Shareholders set forth herein with respect to the management of the Company     
shall continue. For purposes of winding up, the Shareholders shall continue to  
act as such and shall make all decisions relating to the conduct of any business
or operations during the winding up period and to the sale or other disposition 
of the Company's assets; provided that if the termination of the Company results
from an event described in Sections 15.1(a) (material breach) or 15.1(b)        
(bankruptcy) above (an "Event"), the Shareholder subject to such Event shall    
have no further right to participate in the management or affairs of the Company
or to vote on shareholder decisions but shall nonetheless be bound by all       
decisions made by the non-Event Shareholder. Each Shareholder hereby waives any 
claim it may have against the non-Event Shareholder that may arise out of       
management by such Shareholder of the Company, so long as such Shareholder acts 
in good faith.                                                                  

  16.3  Distribution of Assets. The assets of the Company shall be
applied or distributed upon dissolution in the following order of priority:     

               (a)  First, in payment of debts and obligations of the Company to
third parties which shall include Teijin and/or PMSI as the holder of any       
secured loan;                                                                   

             (b)  Second, in payment of debts and obligations of the Company
to Teijin and/or PMSI;                                                          

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               (c)  Last, the balance, if any, to the Shareholders in proportion
to their respective ownership percentages in the Company.                       

       In the event that the liabilities of the Company exceed its assets at
the time of dissolution under this Article, the Shareholders shall contribute   
such additional capital as necessary to cover any debts, expenses or other      
liabilities of the Company in proportion to their then existing ownership       
interests in the Company.                                                       

       16.4  Documents and Records. All documents and records of the Company
including, without limitation, all financial records, vouchers, cancelled checks
and bank statements, shall be delivered to Teijin upon termination of the       
Company unless the Company has been purchased by PMSI pursuant to Article 12    
hereof, in which case such delivery shall be made to PMSI. Unless otherwise     
agreed, the Shareholders, as appropriate, shall retain such documents and       
records for a period of not less than ten (10) years and shall make such        
documents and records available during normal business hours to the other for   
inspection and copying at such other's cost and expense. In the event any       
Shareholder ("Withdrawing Venturer") for any reason ceases as provided herein to
be a Shareholder at any time prior to termination of the Company, and the       
Company is continued without the Withdrawing Venturer, the other Shareholder    
("Surviving Venturer") agrees that said documents and records of the Company up 
to the date of the termination of the Withdrawing Venturer's interest shall be  
maintained by the Surviving Venturer, its successors and assigns, for a period  
of not less than ten (10) years thereafter; provided, however, that if there is 
an audit or threat of audit, such documents and records shall be retained until 
the audit is completed and any tax liability finally determined. Said documents 
and records shall be available for inspection, examination and copying by the   
Withdrawing Venturer at its expense and upon reasonable written notice.         

ARTICLE 17 - REPRESENTATIONS, WARRANTIES AND COVENANTS

    17.1  Representations, Warranties and Covenants of PMSI. To induce
Teijin to enter into this Agreement, PMSI represents, warrants and covenants    
to Teijin as follows:                                                           

             (a)  PMSI is a corporation duly organized, validly existing and
in good standing under the Laws of the State of Delaware, has the lawful power  
to own its properties and to engage in the business it conducts, and is duly    
qualified and in good standing as a foreign corporation in all jurisdictions    
where failure to qualify would materially adversely affect PMSI in the          
performance of this Agreement. PMSI will take all actions                       

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necessary to maintain this status throughout the term of this Agreement;        

    (b)  The making and performance of this Agreement, the
Distributorship Agreement, and the Corporate License Agreement by PMSI will not 
(with the passage of time, the giving of notice, or both) violate the Articles  
of Incorporation or Bylaw provisions of PMSI, or result in a default under a    
contract, agreement, or instrument to which PMSI is a party or by which PMSI or 
its property is bound;                                                          

               (c)  PMSI has the corporate power and authority to enter into and
perform this Agreement, the Distributorship Agreement, and the Corporate License
Agreement, and to incur the obligations herein and therein provided for, and has
taken all corporate action necessary to authorize the execution, delivery, and  
performance of this Agreement, the Distributorship Agreement, and the Corporate 
License Agreement;                                                              

         (d)  This Agreement, the Distributorship Agreement, and the
Corporate License Agreement when delivered will be valid, binding and           
enforceable in accordance with their respective terms, subject only to          
bankruptcy, insolvency, or other similar laws affecting the enforcement of      
creditor's rights; and                                                          

        (e)  PMSI is acquiring stock in the Company for investment
purposes only and not for distribution.                                         

      17.2  Representations, Warranties and Covenants of Teijin. To induce
PMSI to enter into this Agreement, Teijin represents, warrants and covenants to 
PMSI as follows:                                                                

               (a)  Teijin is a corporation duly organized, validly existing and
in good standing under the laws of Japan, has the lawful power to own its       
properties and to engage in the business it conducts and is duly qualified and  
in good standing as a foreign corporation in all jurisdictions where failure to 
qualify would materially adversely affect Teijin in the performance of this     
Agreement. Teijin will take all actions necessary to maintain this status       
throughout the term of this Agreement;                                          

       (b)  The making and performance of this Agreement and the
Corporate License Agreement by Teijin will not (with the passage of time, the   
giving of notice, or both) violate the Articles of Incorporation of Teijin, or  
result in a default under a contract, agreement, or instrument to which Teijin  
is a party or by which Teijin or its property is bound;                         

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             (c)  Teijin has the corporate power and authority to enter into
and perform this Agreement and the Corporate License Agreement, and to incur the
obligations herein and therein provided for, and has taken all corporate action 
necessary to authorize the execution, delivery, and performance of this         
Agreement and the Corporate License Agreement;                                  

          (d)  This Agreement and the Corporate License Agreement when
delivered will be valid, binding and enforceable in accordance with their       
respective terms, subject only to bankruptcy, insolvency, or other similar laws 
affecting the enforcement of creditor's rights; and                             

          (e)  Teijin is acquiring stock in the Company for investment
purposes only and not for distribution.                                         

ARTICLE 18 - GOVERNING LAW AND LANGUAGE; DISPUTE RESOLUTION 

        18.1  Governing Law and Language. This Agreement is made in accordance
with and shall be governed and construed under the laws of Japan; provided that 
to the extent that any Exhibit hereto contains its own choice of law provision, 
the terms of that choice of law provision shall govern and prevail over this    
provision with respect to any dispute under the Exhibit in question. This       
Agreement has been negotiated and executed in the English language, and the     
rules of construction and definitions of the English language shall be applied  
in interpreting this Agreement. Unless otherwise specifically required          
hereunder, all notices and other communications required or permitted under this
Agreement shall be written in the English language.                             

        18.2  Dispute Resolution. If a dispute arises between the Shareholders
arising out of or in relation to this Agreement, the Shareholders shall use all 
reasonable efforts to resolve the dispute through good faith discussions. If a  
dispute arises between the Company and PMSI arising out of or in relation to    
this Agreement or the Distributorship Agreement, Teijin shall act on behalf of  
the Company in the following dispute resolution process. The senior management  
of each Shareholder commits itself to respond promptly to any and all such      
disputes. In the event that the Shareholders are unable, after exerting all     
reasonable efforts, to resolve the said dispute(s), the said dispute(s) shall be
finally settled through binding arbitration on the following basis:             

             (a)  The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American           
Arbitration Association then in force, by which each Shareholder and the Company
agrees to be bound. Within thirty (30) days after notice of arbitration has been
given, each of the Shareholders shall appoint one (1) arbitrator. The           

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arbitrators appointed by the Shareholders shall then appoint a third arbitrator,
who shall serve as the presiding arbitrator.                                    

          (b)  If demand for arbitration is made by Teijin (either for
itself or on behalf of the Company), the place of arbitration shall be Boston,  
Massachusetts, U.S.A, and if demand for arbitration is made by PMSI, the place  
of arbitration shall be Tokyo, Japan.                                           

               (c)  The language to be used in the arbitration shall be English.

              (d)  Any arbitrator may be of any nationality, and need not be a
lawyer or hold any other professional status or membership.                     

               (e)  The arbitral award shall be rendered in writing, shall state
the reasons for the award, and shall be final and binding upon the Shareholders 
(and the Company, as the case may be). In no event shall the arbitral award     
include a sum for punitive damages.                                             

         (f)  Judgment upon any award may be entered by any court of
competent jurisdiction, or application may be made to such a court for judicial 
acceptance of the award and any appropriate order including enforcement.        

           (g)  Each of the Shareholders shall bear its own expenses and
attorneys' fees (and Teijin shall bear the Company's expenses and attorneys'    
fees in the case where Teijin is acting on behalf of the Company) in connection 
with the arbitration.                                                           

ARTICLE 19 - ENFORCEMENT

        19.1  Severability. In the event that any provision of this Agreement,
or any portion thereof, shall be held invalid, illegal or unenforceable under   
applicable law, the remainder of this Agreement shall remain valid and          
enforceable.                                                                    

       19.2  Waiver of Obligation. Either Shareholder may waive or reduce in
writing any obligation of or restriction upon the other under this Agreement.   

        19.3  Specific Performance/Injunctive Relief. Nothing contained herein
shall bar a Shareholder's right to obtain specific performance of the provisions
of this Agreement and injunctive relief against threatened conduct that will    
cause loss or damages, under customary equity rules, including applicable rules 
for obtaining restraining orders and preliminary injunctions.                   

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       19.4  Rights of Shareholders are Cumulative. The Shareholders' rights
hereunder are cumulative and no exercise or enforcement by a Shareholder of any 
right or remedy hereunder shall preclude the exercise or enforcement by such    
Shareholder of any other right or remedy, hereunder or otherwise, which such    
Shareholder is entitled by law to enforce.                                      

       19.5  Third Parties. Nothing in this Agreement is intended, nor shall
be deemed, to confer any rights or remedies upon any person or legal entity not 
a party hereto.                                                                 

ARTICLE 20 - GENERAL TERMS

 20.1  Assignment. The rights, duties and obligations under this
Agreement shall not be assignable by either Shareholder without the prior       
written consent of the other Shareholder. This Agreement shall be binding upon  
and inure to the benefit of the Shareholders and their respective legal         
representatives, heirs, administrators, executors, successors and permitted     
assigns.                                                                        

  20.2  Amendment. This Agreement may be amended only by a written
instrument signed by duly authorized representatives of each of the             
Shareholders.                                                                   

 20.3  Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing, in the English  
language, and shall be effective when delivered personally, or three (3)        
business days after being properly sent by commercial overnight carrier, or two 
(2) business days after being transmitted by telex or facsimile transmission, or
ten (10) days after being mailed if sent by registered or certified airmail     
postage prepaid and addressed to the Shareholder at its address set forth below,
unless by such notice a different person, address or number shall have been     
designated for giving notice hereunder:                                         

If to PMSI to:                                

Polygen Corporation                           
200 Fifth Avenue                              
Waltham, Massachusetts 02154                  
U.S.A.                                        
Attention:   Michael J. Savage                
President           

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If to Teijin, to:                             

Teijin Limited                                
Iino Building                                 
1-1, Uchisaiwai-cho 2-chome                   
Chiyoda-ku                                    
Tokyo 100                                     
Japan                                         
Attention:   Takehisa Tokunaga                
       Manager, Information System
  Development Department

   20.4  Compliance by Company. Each Shareholder agrees to cause the
Company to perform all acts which may be required of the Company under the      
provisions of this Agreement, including but not limited to the provisions of    
Section 8.5 (Right of First Refusal to TST) and Article 14 (Secrecy) hereof. A  
copy of this Agreement shall be filed in the records of the Company and the     
Shareholders shall cause the Company to be bound by all provisions applicable to
it.                                                                             

        20.5  Entire Agreement. This Agreement, together with all the Exhibits
attached hereto and incorporated herein by reference, constitutes the entire,   
final, complete and exclusive agreement between the parties hereto and          
supersedes all previous agreements, communications and/or representations,      
written or oral, with respect to the subject matter hereof.                     

       20.6  Force Majeure. Neither Shareholder shall be liable to the other
for its failure to perform any of its obligations under this Agreement during   
any period in which such performance is delayed because rendered impractical or 
impossible due to circumstances beyond its reasonable control, provided that the
party experiencing the delay promptly notifies the other of the delay.          

       20.7  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or      
provisions of this Agreement.                                                   

        20.8  Counterparts. This Agreement may be signed in counterparts, each
of which shall be deemed an original but all of which shall constitute one and  
the same instrument.                                                            

      20.9  Export Compliance. The Shareholders acknowledge that each must
comply with rules and laws of their respective governments relating to          
restriction on exports and that their obligations hereunder are conditional upon
such compliance. Each Shareholder agrees to use its best efforts to obtain any  
export license, letters of assurance or other documents necessary in the future 
with respect to the transfer of technology covered by this Agreement and the    
agreements which are Exhibits hereto.                                           

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       20.10 Parties Advised by Counsel - No Interpretation Against Drafter.
This Agreement has been negotiated between unrelated parties who are            
sophisticated and knowledgeable in the matters contained in this Agreement and  
who have acted in their own self interest. In addition, each Shareholder has    
been represented by legal counsel. Accordingly, any rule of law, including      
Section 1654 of the California Civil Code, as well as any other statute, law,   
ordinance, or common law principles or other authority of any jurisdiction of   
similar effect, or legal decision that would require interpretation of any      
ambiguities in this Agreement against the party who has drafted it is not       
applicable and is hereby waived. The provisions of this Agreement shall be      
interpreted in a reasonable manner to effect the purpose of the Shareholders,   
and this Agreement shall not be interpreted or construed against any party to   
this Agreement because that party or any attorney or representative for that    
party drafted this Agreement or participated in the drafting of this Agreement. 

      IN WITNESS WHEREOF, Teijin and PMSI have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first  
written above.                                                                  

                   POLYGEN CORPORATION

                          By:  /s/ MICHAEL J. SAVAGE
                               -------------------------
                       Name:  Michael J.Savage
                Title: President

              Teijan Limited

                       By: /s/ HIROSHI ITAGAKI
                               -------------------------
                      Name:  Hiroshi Itagaki
                    Title: President and
                                     Chief Executive Officer

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LIST OF EXHIBITS  

Exhibit A       Distributorship Agreement                                       

Exhibit B       Common Stock Purchase Agreement                                 

Exhibit C       Corporate License Agreement                                     

Exhibit D-2     English Translation of Articles of Incorporation                
of the Company                                  

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                                                                       Exhibit A

DISTRIBUTORSHIP AGREEMENT 
___________ , 1992  

between 

POLYGEN CORPORATION 

and 

TEIJIN MOLECULAR SIMULATIONS INCORPORATED 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                        Page
                                                                            
1.       DEFINITIONS ..................................................    1
         (a)      "Agreement"..........................................    1
         (b)      "Customer" ..........................................    2
         (c)      "Documentation"......................................    2
         (d)      "End User License Agreement" ........................    2
         (e)      "PMSI Customers" ....................................    2
         (f)      "Software" ..........................................    2
         (g)      "Subdistributor......................................    2
         (h)      "Sublicense" ........................................    2
         (i)      "Territory"..........................................    2
         (j)      "Trademarks" ........................................    2

2.       APPOINTMENT AND GRANT OF LICENSE..............................    2
         (a)      Distributor License..................................    2
         (b)      Limited Demonstration/Training/Support License ......    3
         (c)      Documentation License................................    3
         (d)      Grant of Right to Sublicense ........................    4
         (e)      General License Provisions ..........................    4
         (f)      Exclusivity..........................................    5

3.       ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS ..............    6
         (a)      Orders ..............................................    6
         (b)      Shipping and Delivery................................    6
         (c)      Cancellation of Orders ..............................    7
         (d)      Localization and Shipment from Japan ................    7

4.       PRICES (LICENSING FEES) AND PAYMENT TERMS ....................    7
         (a)      Licensing Fees ......................................    7
         (b)      Taxes................................................    8
         (c)      Payment Schedule ....................................    8
         (d)      Installation Fees....................................    8
         (e)      Maintenance Fees ....................................    8
         (f)      Discounts to Subdistributors and Customers ..........    9
         (g)      Hardware ............................................    9

5.       OBLIGATIONS AND FUNCTIONS OF THE COMPANY......................    9
         (a)      Management and Support of Distribution ..............    9
         (b)      Relationship with Subdistributors....................    9
         (c)      Adequate Company Facilities and Customer Satisfac-        
                  tion ................................................   10
         (d)      Promotion and Marketing..............................   10
         (e)      Contract Services....................................   10
         (f)      Porting..............................................   10

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                                                                [Download Table]
                                                                              
         (g)      OEM Arrangements ....................................... 10 
         (h)      Company's General Businesslike Conduct ................. 11 
         (i)      Technical Support and Other Staff....................... 11 
         (j)      Installation ........................................... 11 
         (k)      Keeping PMSI Informed................................... 11 
         (l)      Reports and Forecasts................................... 11 
         (m)      Competing Representations............................... 11 

6.       OBLIGATIONS OF PMSI ............................................. 12 
         (a)      Availability of Documentation........................... 12 
         (b)      Training ............................................... 12 
         (c)      Developments ........................................... 12 
         (d)      Third Party OEM Arrangements ........................... 12 
         (e)      Maintenance Upon Termination ........................... 12 
         (f)      Bug Fixes............................................... 13 

7.       WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY............. 13 
         (a)      PMSI's Warranty......................................... 13 
         (b)      Warranty Disclaimers and Limitations ................... 13 
         (c)      No Warranty Pass-Through ............................... 13 
         (d)      Limitation of Liability................................. 13 

8.       INDEMNITY ....................................................... 14 
         (a)      Proprietary Rights ..................................... 14 
         (b)      Other Indemnity......................................... 15 

9.       PROPRIETARY RIGHTS............................................... 15 
         (a)      Ownership of Proprietary Rights......................... 15 
         (b)      No Modification......................................... 15 
         (c)      Trademarks and Trade Names ............................. 15 
         (d)      Nondisclosure and Non-Use............................... 16 

10.      COMPLIANCE WITH LAWS............................................. 17 
         (a)      Export Law Compliance................................... 17 
         (b)      Foreign Corrupt Practices Act........................... 18 
         (c)      Licenses and Permits ................................... 18 

11.      EFFECTIVE DATE, TERM, TERMINATION AND EFFECT OF                      
         TERMINATION ..................................................... 18 
         (a)      Effective Date ......................................... 18 
         (b)      Term ................................................... 18 
         (c)      Termination by Either Party............................. 19 
         (d)      Termination by PMSI..................................... 19 
         (e)      No Other Rights Upon Termination ....................... 19 
         (f)      Effect of Termination................................... 19 
         (g)      The Company's Duties Upon Termination................... 20 

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                                                                [Download Table]
                                                                               
12.      GENERAL TERMS....................................................  21 
         (a)      Assignment..............................................  21 
         (b)      Benefits and Binding Nature of Agreement................  21 
         (c)      Entire Agreement........................................  21 
         (d)      Force Majeure ..........................................  21 
         (e)      Notice..................................................  21 
         (f)      Governing Law and Official Language ....................  22 
         (g)      Dispute Resolution......................................  22 
         (h)      Waiver..................................................  23 
         (i)      Severability............................................  23 
         (j)      Rights and Remedies Cumulative..........................  23 
         (k)      No Agency - Independent Contractors ....................  23 
         (l)      Captions and Section References ........................  23 
         (m)      Counterparts............................................  24 
         (n)      No Limitation on Supplier PMSI..........................  24 
         (o)      Parties Advised by Counsel -- No Interpretation              
                  Against Drafter ........................................  24 
         (p)      Authority to Enter Into and Execute Agreement ..........  24 

APPENDICES                                                                      

Appendix A:       Software                                    
Appendix B:       Polygen (PMSI) Standard Software License    
Agreement                 
Appendix C:       Price List                                  
Appendix D:       Wire Transfer (Bank) Information            
Appendix E:       PMSI Trademarks                             

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DISTRIBUTORSHIP AGREEMENT 

       This Distributorship Agreement is made and entered into as of the ___
day of _____, 1992, by and between Polygen Corporation (doing business as       
Polygen Molecular Simulations Incorporated), a Delaware corporation, having its 
principal place of business at 200 Fifth Avenue, Waltham, Massachusetts 02154,  
U.S.A. ("PMSI") and Teijin Molecular Simulations Incorporated, a corporation    
organized under the laws of Japan, with its principal place of business at 1-1, 
Uchisaiwai-cho 2-chome, Chiyoda-ku, Tokyo 100, Japan ("the Company").           

RECITALS

       A. PMSI and Teijin Limited, a corporation organized under the laws of
Japan with its principal office at 6-7, Minamihommachi 1-chome, Chuo-ku, Osaka  
541, Japan ("Teijin") have entered into a Joint Venture Agreement dated as of   
February 14, 1992 (the "Joint Venture Agreement"), pursuant to which the Company
was organized as a joint venture corporation under the laws of Japan.           

         B. PMSI and its subsidiaries are engaged in the design, development and
licensing of proprietary computational chemistry software products and related  
documentation.                                                                  

   C. It was contemplated by PMSI and Teijin under the Joint Venture
Agreement that the Company be appointed as PMSI's exclusive distributor in the  
Territory (as defined below) of the Software (as defined below).                

         D. PMSI is willing to grant to the Company an exclusive right to market
and sublicense the Software and related documentation in the Territory,         
subject to the terms and conditions set forth in this Agreement.                

       THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:                                 

AGREEMENT 

1.       DEFINITIONS.                                                           

       For the purpose of this Agreement, the following terms shall have the
following meanings unless otherwise required by the context:                    

        (a) "Agreement" shall mean this Distributorship Agreement as it may be
amended from time to time.                                                      

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         (b) "Customer" shall mean any third party user to whom the Company has,
in accordance with the terms of this Agreement and the End User License         
Agreement, granted the right to use the Software.                               

    (c) "Documentation" shall mean the standard user documentation and
sales support materials which PMSI has published or may publish during the term 
of this Agreement.                                                              

        (d) "End User License Agreement" shall mean the Company's standard end
user license agreement, pursuant to which Customers are Sublicensed by the      
Company the right to use the Software. Pursuant to Section 2(d)(ii) hereof, the 
End User License Agreement shall contain terms that are substantially the same  
as those found in PMSI's Standard Software License Agreement, a current copy of 
which is attached hereto as Appendix B.                                         

       (e) "PMSI Customers" shall mean any third party user in the Territory
to whom PMSI or PMSI's agent has granted the right to use the Software prior to 
the Effective Date hereof.                                                      

         (f) "Software" shall mean the computational chemistry software products
marketed by PMSI or PMSI's subsidiaries and licensed hereunder, to be provided  
in machine readable (object code) form, and set forth on Appendix A attached    
hereto, as such Appendix A may be amended from time to time by PMSI and the     
Company in accordance with Section 2(a) below.                                  

     (g) "Subdistributor" shall mean any subdistributor, agent or value-
added reseller authorized by the Company to distribute the Software.            

       (h) "Sublicense" shall mean the non-exclusive, non-transferable right
(unless otherwise stated) to sublicense (without the further right to           
sublicense) Software pursuant to the End User License Agreement.                

         (i) "Territory" shall mean the entire country of Japan, which Territory
may be expanded from time to time by mutual agreement of PMSI and Teijin to     
include other countries in the Asian Pacific Rim such as Korea and Taiwan.      

        (j) "Trademarks" shall mean any trademark which PMSI owns or has right
to use as may be designated by PMSI from time to time.                          

2. APPOINTMENT AND GRANT OF LICENSE.                                            

(a) Distributor License. Subject to the terms and conditions  
contained herein, PMSI hereby grants to the Company, and the Company hereby     
accepts, the exclusive, non-transferable and indivisible right to market the    
Software in the Territory during                                                

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the term hereof solely for distribution to Customers located in the Territory.  
The Company shall have no right to assign or otherwise transfer any or all of   
its rights under this Agreement except as may be otherwise provided in Section  
2(d) hereof with respect to the licensing and sublicensing of Customers. It is  
the intention of the parties to amend Appendix A of this Agreement from time to 
time to include within the definition of "Software" under this Agreement, all   
computational chemistry software products that are developed or marketed by PMSI
or its subsidiaries in the future during the term of this Agreement, including  
extensions of, replacements for, or improvements of the software products       
presently enumerated on Appendix A; provided, however, that PMSI may at its     
option exclude from "Software" and the scope of this Agreement, software        
products for which it does not have distribution rights for the Territory due to
limitations or restrictions imposed by the licensor or party providing such     
software products to PMSI. Notwithstanding the grant of exclusivity under this  
Section 2(a), PMSI may, upon prior notice to the Company, license Software to   
third parties outside the Territory who will bundle the Software with hardware  
and distribute those bundled products in the Territory, provided that such      
bundling shall be on an OEM basis.                                              

        (b) Limited Demonstration/Training/Support License. PMSI hereby grants
and the Company hereby accepts, subject to the terms and conditions specified   
herein, an exclusive license, except for licenses to use the Software for       
demonstration and support activities that have been or may be granted by PMSI to
OEM's or computer manufacturers, to use in the Territory, during the term       
hereof, the Software for demonstration and technical support of the Software,   
and for training of Company and Subdistributor personnel on the Software.       

      (c) Documentation License. PMSI hereby grants and the Company hereby
accepts, subject to the terms and conditions specified herein, an exclusive     
license, except for licenses to use the Documentation for demonstration and     
support activities that have been or may be granted by PMSI to OEM's or computer
manufacturers, to use the Documentation in the Territory during the term hereof 
for the purpose of enabling the Company to carry out its sublicensing and       
support obligations to PMSI Customers and Customers under this Agreement. The   
Company may, at its expense, translate, copy and repackage the Documentation as 
is necessary in connection with its Sublicensing of the Software pursuant to    
Section 2(d) hereof. All translations of the Documentation shall, pursuant to   
Section 2(e)(i) hereof, include PMSI copyright and other proprietary rights     
notices. PMSI shall retain title to and ownership of any such translations of   
the Documentation.                                                              

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(d) Grant of Right to Sublicense.                             

             (i) The licenses granted under this Agreement are non-transferable,
except that the Company is hereby authorized to grant Sublicenses to Customers  
of the Company or to Customers of Subdistributors for use of the Software on any
appropriate platform on the terms and conditions set forth below. Sub-licenses  
of the Software may only be granted to Customers who represent that they shall  
not use the Software to provide any service bureau or consulting service to any 
third party, or to re-export the Software without first obtaining written       
permission from PMSI. Software provided to Customers shall be in                
machine-readable (object) code.                                                 

       (ii)   Until termination of this Agreement, the Company shall
Sublicense and provide the Software and Documentation to Customers pursuant only
to the terms of an End User License Agreement. Promptly following the execution 
of this Agreement, the Company shall, at its expense, develop an End User       
License Agreement in the Japanese language, together with an English language   
translation of the same, which End User License Agreement shall contain terms   
that are substantially equivalent to those set forth in PMSI's Standard Software
License Agreement (Appendix B hereto). Without prejudice to the generality of   
the foregoing, and in addition to such terms, the End User License Agreement    
shall expressly provide that: (x) the End User License Agreement (and any       
related software maintenance agreement) between the Customer and the Company    
shall be automatically assigned to PMSI or PMSI's designee in the event of      
termination of this Agreement for any reason, and (y) the terms of the End User 
License Agreement shall govern and control in the event of any inconsistency    
between its terms and those of any purchase order between the Customer and the  
Company. The Company shall provide PMSI with copies of its End User License     
Agreement and the English translation thereof for PMSI's written approval. The  
Company shall not transfer Software to a Customer unless and until the Company  
shall have obtained a signed copy of the End User License Agreement from the    
Customer, and the Company agrees to obtain prior written approval from PMSI to  
any modifications or changes to the pre-approved End User License Agreement.    

            (iii)  The Company agrees to use its reasonable commercial efforts
to ensure that each Customer sublicensed pursuant to this Agreement continues to
comply with the terms of the End User License Agreement. The Company shall      
maintain adequate Customer records which may be inspected by PMSI during regular
business hours upon reasonable prior written notice.                            

      (e) General License Provisions. All licenses granted herein shall be
further subject to the following:                                               

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           (i)   The Software and Documentation and any copies thereof shall
in all cases remain the exclusive property of PMSI. The Company agrees to       
reproduce and include any PMSI copyright notices and other legends both in and  
on every copy of the Software or Documentation in every form, including partial 
copies and modifications of the Software.                                       

       (ii)  Except as expressly set forth in Sections 2(c) and 6(a)
hereof, the Company agrees not to copy, provide, or otherwise make available any
of the Software or Documentation, in whole or in part in any form, to any person
other than employees of the Company, Subdistributors and Customers as provided  
for in this Section 2. The Company agrees to take appropriate action by         
instruction, agreement, or otherwise with the Company's employees or other      
persons permitted access hereunder to the Software or Documentation to satisfy  
its obligations under this Agreement with respect to the use, copying,          
modification, protection, and security of the Software and Documentation.       

             (iii) The Company agrees not to license or ship any Software to any
person in the Territory which the Company knows or has reason to know, based    
upon information provided to it by the licensee at the time of grant of such    
license, will cause or permit the Software ultimately to be shipped, licensed or
used outside of the Territory.                                                  

(f) Exclusivity. The grant by PMSI to the Company of certain  
"exclusive" rights with respect to the Territory shall mean that, unless        
otherwise expressly permitted herein, PMSI shall have no right to, directly or  
indirectly, exercise, or permit third parties to exercise, those rights in the  
Territory. This shall mean, without limitation, that, without the express       
written consent of the Company, PMSI:                                           

           (i)   shall not itself license or ship any Software to any person
in the Territory; and                                                           

            (ii)  shall not license or ship any Software to any person outside
of the Territory which PMSI knows or has reason to know, based upon information 
provided to it by the licensee at the time of grant of such license, will cause 
or permit the Software ultimately to be shipped, licensed or used in the        
Territory;                                                                      

(iii) provided, however, that PMSI may:               

                (x) grant licenses to OEM or computer manufacturers to use
the Software and Documentation for demonstration and support activities; and    

                  (y) grant corporate licenses to third parties outside of the
Territory; provided, however, that in the event                                 

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PMSI grants a corporate license to a third party located outside of the         
Territory that has subsidiaries or facilities in the Territory, and if, at the  
time of entering into such corporate license, PMSI has a reasonable belief that 
a significant level (if any) of licenses will be shipped into the Territory as a
consequence of such corporate license, PMSI and the Company shall determine in  
good faith the manner in which revenues arising from such third party corporate 
license are to be divided between PMSI and the Company. Similarly, in the event 
the Company grants a corporate license to a third party located in the Territory
that has subsidiaries or facilities outside of the Territory, and if, at the    
time of entering into such corporate license, the Company has a reasonable      
belief that a significant level (if any) of licenses will be shipped outside of 
the Territory as a consequence of such corporate license, the Company and PMSI  
shall determine in good faith the manner in which revenues arising from such    
third party corporate license are to be divided between the Company and PMSI.   

PMSI shall cause PMSI's subsidiaries to comply with the foregoing provisions and
limitations with respect to any Software which they have, directly or           
indirectly, licensed to the Company hereunder.                                  

3. ORDER PROCEDURE AND SHIPMENT AND DELIVERY TERMS.                             

  (a) Orders. The Company shall submit written purchase orders for
Software in accordance with the then current order processing procedures of PMSI
as designated from time to time by PMSI. All purchase orders placed with PMSI   
for Software shall be subject to acceptance by PMSI at its principal place of   
business, such acceptance not to be unreasonably withheld. PMSI shall use       
reasonable efforts to meet the resale requirements of the Company and to make   
deliveries in accordance with the delivery date on orders so accepted, but PMSI 
shall not be liable to the Company, any Subdistributor or Customer or to any    
other party, for PMSI's delay in delivery or failure to deliver any products    
that are under development by PMSI at the time an order is received. If the     
Company manufactures and packages Software in Japan by replicating "master"     
copies of the Software and Documentation provided by PMSI, instead of submitting
purchase orders for each copy of the Software and Documentation to PMSI, the    
Company shall, within eight (8) business days of the end of each calendar month,
and in addition to the reports required under Section 5(l) hereof, report to    
PMSI the date of shipment and quantity of such Software shipped during such     
month and the fees for such Software received from PMSI Customers, Customers and
Subdistributors during such month.                                              

(b) Shipping and Delivery. The following shipping and delivery
procedures shall apply to Software and Documentation ordered by the Company from
PMSI pursuant to Section 3(a) above,                                            

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but shall not apply to Software and Documentation that is manufactured and      
packaged by the Company in Japan for shipment directly to PMSI Customers,       
Customers and Subdistributors in the Territory. In the absence of specific      
instructions from the Company, the shipping and packaging method used will be at
the discretion of PMSI. Deliveries shall be made F.O.B. (as defined in Incoterms
1990, Publ. No. 460 of the International Chamber of Commerce) from PMSI's       
warehouse or manufacturing facility, and shall be shipped to the Company's      
address as first set forth in this Agreement. Unless the Company's order        
specifies the name of a carrier, PMSI will select the carrier. PMSI shall bear  
the risk of loss until such time as a shipment has been placed on board the     
carrier, at which time the risk of loss shall be borne by the Company. Any      
claims for damage or loss in transit shall be placed by the Company through the 
carrier. All shipments will be shipped by PMSI freight collect, or if prepaid,  
such freight will be subsequently billed to the Company, and the Company will   
reimburse PMSI for such freight in accordance with Section 4 below. PMSI        
reserves the right to deliver in advance of estimated delivery dates.           

       (c) Cancellation of Orders. The Company may cancel any order (or part
thereof) for Software by giving PMSI written notice of such cancellation.       

       (d) Localization and Shipment from Japan. The Company will as soon as
practical, at its expense, develop a Japanese language version of the           
Documentation and/or manufacture, package and ship the Software to PMSI         
Customers, Customers and Subdistributors from the Company's facilities in Japan 
in accordance with procedures mutually agreed upon between PMSI and the Company.
Following the localization of the Software and Documentation pursuant to this   
Section 3(d), the Company may manufacture and package the Software in Japan and 
ship such Software directly to PMSI Customers, Customers and Subdistributors in 
the Territory. In such case, the Company shall, within eight (8) business days  
of the end of each calendar month, and in addition to the reports required under
Section 5(l) hereof, report to PMSI in English the date of shipment and quantity
of such Software shipped during such month and the fees for such Software       
received from PMSI Customers, Customers and Subdistributors during such month.  

4. PRICES (LICENSING FEES) AND PAYMENT TERMS.                                   

         (a) Licensing Fees. In consideration of the licenses and rights granted
to the Company under this Agreement, the Company agrees to pay PMSI the fees    
specified in PMSI's price list attached to this Agreement as Appendix C (the    
("Price List"), as in effect when each order is accepted by PMSI, less an       
initial discount of [*] of such Price List for the period ending on [*]; such   
discount to be re-negotiated                                                    

*  CONFIDENTIAL TREATMENT REQUESTED                                             

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annually in good faith by PMSI and the Company. Such fees are exclusive of, and 
the Company shall pay, all shipping charges for each order. PMSI agrees to give 
written notice to the Company at least sixty (60) days in advance of the        
effective date of any change in its Price List. Such changes in PMSI's Price    
List shall be made no more frequently than once during each calendar year, shall
be made only after consultation with the Company, and shall be commercially     
reasonable.                                                                     

    (b) Taxes. Any and all fees and other amounts due to PMSI from the
Company under this Agreement are exclusive of, and the Company shall pay and    
shall indemnify and hold PMSI harmless against (i) any liability for, any sales,
use, property, license, value added, withholding, import, excise or similar tax,
federal, state or local, U.S. and non-U.S., that may be imposed upon or with    
respect to the Software products or their delivery, sale, licensing, use,       
ownership or possession, and (ii) any duties, tariffs, customs, import and      
related fees and charges, exclusive of taxes based on PMSI's net income.        
Notwithstanding the foregoing, Japanese income tax may be withheld by the       
Company from the license fees payable to PMSI pursuant to Section 4(a) hereof,  
so long as such withholding is required by Japanese law. The Company shall      
provide PMSI with copies of tax receipts or other documents evidencing that such
taxes withheld have been paid to the Japanese tax authorities. Such evidence    
shall be forwarded to PMSI no later than thirty (30) days after such taxes have 
been paid.                                                                      

         (c) Payment Schedule. PMSI shall invoice the Company each time Software
is shipped in accordance with the Price List attached hereto as Appendix C. The 
Company will make payment to PMSI by the twentieth (20th) of each month for all 
shipments made by the Company or by PMSI in the preceding month in U.S. dollars 
by wire transfer of immediately available funds to such bank account as is      
specified in Appendix D attached hereto, as may be revised from time to time by 
PMSI. Invoices shall be considered paid when PMSI is in receipt of such funds or
upon confirmation of receipt by the bank. From and after the date of any default
of any payment due hereunder, until such default is cured, interest shall accrue
at the rate of two percent (2%) per month on such unpaid amounts, or at the     
maximum rate permitted by Massachusetts law, if less.                           

(d) Installation Fees. The Company may not charge Customers   
installation fees except as set forth in Appendix C or as otherwise approved in 
writing by PMSI.                                                                

  (e) Maintenance Fees. For each Software product, maintenance and
updates shall be provided by the Company, on behalf of PMSI, to PMSI Customers  
and Customers. This maintenance service shall be provided to PMSI Customers and 
Customers in accordance with PMSI's policies and the terms of the Company's     
standard                                                                        

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software maintenance agreement to be entered into between the Company and PMSI  
Customers or Customers, which terms shall be mutually determined and approved by
PMSI and the Company (the "Software Maintenance Agreement"). Unless and until   
the maintenance pricing shall be adjusted by PMSI in accordance with the terms  
of this Agreement, the maintenance pricing to be paid to PMSI for a given       
Software product shall conform to the maintenance pricing schedule shown in     
attached Appendix C, less an initial discount of [*] to be retained by the      
Company for the period ending on [*]; such discount to be re-negotiated annually
in good faith by PMSI and the Company. The fee for the annual maintenance       
contracts and their renewals shall be paid in advance of the effective date or  
renewal date thereof (as the case may be) by the Company to PMSI.               

   (f) Discounts to Subdistributors and Customers. Nothing contained
herein shall prevent or otherwise limit the Company's ability to grant          
additional discounts to Subdistributors and/or Customers; provided, however,    
that all such discounts are and shall be borne entirely by the Company or its   
Subdistributor.                                                                 

        (g) Hardware. PMSI shall sell to the Company workstations manufactured
by Silicon Graphics Inc. ("SGI") at [*] of the Japanese list                    
price for the period ending on March 31, 1993. Thereafter, PMSI shall use       
reasonable commercial efforts to extend or continue its existing relationships  
with SGI and other value-added reseller hardware vendors in order to offer and  
sell such hardware to the Company at a favorable price. The Company agrees to   
purchase such hardware from PMSI as long as PMSI is able to offer such hardware 
at prices equal to or more favorable than prices available to the Company from  
other sources.                                                                  

5. OBLIGATIONS AND FUNCTIONS OF THE COMPANY.                                    

  (a) Management and Support of Distribution. The Company shall be
responsible for managing and supporting the distribution of the Software in the 
Territory, including the management of Subdistributors and value-added reseller 
relationships.                                                                  

(b) Relationship with Subdistributors. The Company may, in its
reasonable discretion, appoint and authorize Subdistributors to subdistribute   
the Software in the Territory. In doing so, the Company shall enter into        
agreements or arrangements with such Subdistributors that maximize, and shall   
act to the best interests of, the distribution and support of the Software in   
the Territory. The Company shall use reasonable commercial efforts to ensure    
compliance by such Subdistributors with all of the Company's obligations under  
this Agreement, and at all times transact with such Subdistributors on an       
arms'-length basis.                                                             

*CONFIDENTIAL TREATMENT REQUESTED                                               

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        (c) Adequate Company Facilities and Customer Satisfaction. The Company
will establish, staff, equip and maintain such place or places of business in   
such location or locations in the Territory as may be necessary to provide good 
customer service and support and marketing coverage in the Territory. The       
Company shall use its best efforts to ensure customer satisfaction including    
maintaining a qualified sales force to promote the sale/Sublicensing of the     
Software.                                                                       

         (d) Promotion and Marketing. The Company agrees to use its best efforts
to market, distribute, Sublicense and support the Software throughout the       
Territory and further agrees that its marketing and advertising efforts will be 
of high quality, in good taste, and will preserve the professional image and    
reputation of PMSI and the Software. The Company agrees to include in all       
related advertising materials all applicable proprietary rights' notices and any
other notices of PMSI as they appear on or in the Software. PMSI may provide, at
its option, a reasonable amount of advertising material in English, as requested
by the Company, for use in the Company's efforts to market the Software. All    
such material shall remain the property of PMSI and, upon request, the Company  
agrees to return same to PMSI without cost to PMSI. If required by Customer     
demand, the Company shall translate all such materials into the Japanese        
language or other language necessary for proper marketing of the Software in the
Territory and provide such materials to PMSI for review. PMSI shall retain title
to and ownership of any such translations. The Company agrees to refrain from   
making any claim or representation concerning the Software in excess of those   
made by PMSI.                                                                   

         (e) Contract Services. The Company may enter into application contracts
with PMSI Customers or Customers whereby the Company will provide services to   
address customer problems related to the use of the Software in the Territory.  
The Company may also act as PMSI's agent with respect to the development or     
establishment of strategic technology partner (STP) relationships with major    
Customers and PMSI Customers in the Territory.                                  

    (f) Porting. The Company shall act as PMSI's agent with respect to
establishing and managing porting contracts with computer companies in the      
Territory. PMSI agrees to use its best commercial efforts to supply information 
necessary to complete porting that is reasonably requested by the Company.      

    (g) OEM Arrangements. The Company shall endeavour to establish OEM
arrangements with third parties in the Territory, and PMSI agrees to use its    
best commercial efforts to supply information necessary to establish such       
arrangements.                                                                   

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      (h) Company's General Businesslike Conduct. The Company shall at all
times conduct its business in a businesslike manner and will not engage in any  
deceptive, misleading, illegal or unethical business practice or any practice   
that will reflect unfavorably on PMSI or the Software.                          

       (i) Technical Support and Other Staff. The Company agrees to develop,
maintain and train or otherwise provide a competent technical and scientific    
support organization for the Software that will be responsible for the          
installation and on-site servicing of the Software, the provision of remote     
telephone support services, and the provision of training and application       
development to PMSI Customers, Customers and Subdistributors. The Company shall 
at all times have a sufficient number of competent office, sales, service and   
other employees to carry out its obligations under this Agreement.              

         (j) Installation. The Company shall be responsible for the installation
of the Software at Customers' facilities, either directly or through            
Subdistributors.                                                                

       (k) Keeping PMSI Informed. The Company agrees to use its best efforts
to keep PMSI fully informed of all governmental, commercial and industrial      
activities and plans which affect, or could affect, the Software in the         
Territory. The Company shall consult with PMSI regarding any advertising or     
trade practice which might affect the good name, trademarks, goodwill, or       
reputation of PMSI or the Software.                                             

 (l) Reports and Forecasts. The Company shall furnish to PMSI in
English: (i) within eight (8) business days after the end of each calendar      
month, a report on the monthly sales and Sublicensing of the Software in the    
Territory for the preceding month, identifying the Software shipped by the      
Company or Subdistributors to Customers and the respective locations and contact
persons of such Customers, and showing the price and national currency involved 
in which the Software was sold/Sublicensed and for which services relating      
thereto were provided, and (ii) a rolling six (6)-month forecast of sales on a  
monthly basis. The Company shall also furnish PMSI with such other reports as   
PMSI may reasonably require from time to time.                                  

         (m) Competing Representations. In consideration for the license granted
to the Company under Section 2 above, the Company agrees that during the term of
this Agreement, the Company shall not develop, contract to develop, manufacture,
sell, license, lease or otherwise distribute or exploit in any manner any       
product that is directly competitive with the Software in the Territory. For the
purposes of this Agreement, a product shall be considered to be competitive with
the Software if the sale of that product could result in lower sales of the     
Software.                                                                       

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6. OBLIGATIONS OF PMSI.                                                         

        (a) Availability of Documentation. PMSI shall provide the Company with
one (1) copy of all Documentation in the English language including sales       
literature, training manuals, operator manuals, graphic materials, and other    
documentation relating to the Software. The Company may translate, copy, and    
repackage the Documentation as is necessary in accordance with the terms of     
Section 2(c) above.                                                             

     (b) Training. PMSI will provide intensive training for a reasonable
number of the Company's personnel at PMSI's facilities in the U.S.A., for a     
reasonable number of days per year. The Company shall pay all travel, living and
incidental expenses of its personnel. PMSI shall also provide technical         
instructors for seminars to be held in Japan on a periodic basis, subject to the
availability and reasonable schedules of such instructors. All travel, living   
and incidental expenses of such instructors shall be borne by the Company.      

    (c) Developments. During the term of this Agreement, PMSI will use
reasonable commercial efforts to provide the Company with full and complete     
information concerning all improvements, updates, enhancements, and             
modifications to the Software and will provide the Company with such            
improvements, updates, enhancements and modifications for distribution to       
Customers at the same time as PMSI makes any such improvement, update,          
enhancement or modification generally available to its other customers. In      
addition, if there is any software product which is under development by PMSI   
which may be added to the definition of "Software" pursuant to Section 2(a)     
hereof, PMSI shall use its reasonable commercial efforts to provide the Company,
on a regular basis as it becomes available, with full and complete information  
concerning such product, including, but not limited to, the projected           
development and shipping schedule, beta release, documentation and other        
information that would assist with pre-marketing preparation.                   

         (d) Third Party OEM Arrangements. In the event that PMSI enters into an
OEM arrangement with a third party relating to the manufacture and distribution 
of bundled PMSI software and third party hardware products (as contemplated     
under Section 2(a) hereof), which arrangement includes distribution by such     
third party in the Territory being served by the Company, PMSI agrees to        
negotiate in good faith with the Company to have the Company provide technical  
support for such bundled products in the Territory (if necessary). PMSI shall   
give advance written notice to the Company of such OEM arrangements if support  
by the Company is necessary.                                                    

(e) Maintenance Upon Termination. Upon the termination of this
Agreement and provided that the relevant End User License                       

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Agreements and Software Maintenance Agreements have been assigned to PMSI or its
designee in accordance with Section 11(f)(iii) hereof, PMSI shall use its best  
efforts to arrange for the continued maintenance and support of PMSI Customers, 
Customers and the Software in the Territory.                                    

   (f) Bug Fixes. PMSI will use its reasonable commercial efforts to
notify the Company in writing of any outstanding bugs or other defects in the   
Software and will endeavour to correct such bugs and defects and supply such    
corrections to the Company in accordance with PMSI's reasonable commercial      
procedures.                                                                     

7. WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY.                        

       (a) PMSI's Warranty. All Software is warranted as provided in Section
10 of the current form of PMSI's Standard Software License Agreement attached   
hereto as Appendix B, the provisions of which are made a part hereof by         
reference.                                                                      

       (b) Warranty Disclaimers and Limitations. THE WARRANTIES DESCRIBED IN
7(a) ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF               
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The     
warranties shall apply only if PMSI's examination discloses to PMSI's           
satisfaction that alleged defects actually exist and were not caused by misuse, 
unauthorized modifications, neglect, improper installation or testing, attempts 
to repair, or the like, or by accident, fire, power surge or failure, or other  
hazard.                                                                         

         (c) No Warranty Pass-Through. The Company shall not pass through to its
Customers or any other third party the warranties made by PMSI under this       
Section 7, shall make no other representations to its Customers or any other    
third party on behalf of PMSI, and shall expressly indicate to its Customers    
that they must look solely to the Company in connection with any problems,      
warranty, claim or other matters concerning the Software. No warranty,          
representation or agreement herein shall be deemed to be made for the benefit of
any Customer or any other third party. Notwithstanding the foregoing, the       
Company may pass through only to Customers only those warranties specified in   
Section 10 of the attached PMSI Standard Software License Agreement (Appendix B 
hereto). Repair or replacement of code or other items does not extend the       
warranty period beyond the initial warranty period which shall begin on the date
of installation of the Software at the Customer's facilities.                   

       (d) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS  
OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, 
WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE    

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OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH     
DAMAGES. PMSI'S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE AMOUNTS ACTUALLY PAID BY THE COMPANY TO PMSI UNDER THIS AGREEMENT.   
SOME STATES AND JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW THE     
LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR   
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. THE  
COMPANY ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS       
AGREEMENT ARE BASED ON, AND THE LICENSE FEES UNDER THIS AGREEMENT WOULD BE      
GREATER IN THE ABSENCE OF, THE LIMITATIONS DESCRIBED ABOVE.                     

8. INDEMNITY.                                                                   

      (a) Proprietary Rights. PMSI will defend the Company against a claim
that the Software furnished and used within the scope of this Agreement         
infringes any third party patent, copyright or other intellectual property right
("Claim"), and PMSI will indemnify the Company for any damages finally awarded  
by a court of competent jurisdiction based upon a Claim, or any amount that is  
paid to finally settle a Claim, so long as PMSI has approved the settlement in  
writing, provided that: (i) the Company notifies PMSI in writing within thirty  
(30) days of any Claim, (ii) PMSI has sole control of the defense and all       
related settlement negotiations, and (iii) the Company provides PMSI with the   
assistance, information and authority necessary to perform the above. Reasonable
out-of-pocket expenses incurred by the Company in providing such assistance will
be reimbursed by PMSI.                                                          

         (i) Notwithstanding the foregoing, PMSI shall have no liability for any
claim of patent or copyright infringement based on: (A) a modification by the   
Company of the Software or the use of a superseded or altered release of the    
Software if such infringement would have been avoided by the use of current or  
unaltered releases of the Software that PMSI provides to Distributor, or (B) the
combination, operation or use of the Software furnished under this Agreement    
with products or data not furnished by PMSI if such infringement would have been
avoided by the use of the Software without such products or data.               

  (ii) In the event the Software is held or is believed by PMSI to
infringe, PMSI shall have the option, at its expense, to (A) modify the Software
to be non-infringing, (B) obtain for the Company the right to continue using and
distributing the Software, or (C) terminate this Agreement with respect to the  
infringing Software and refund the fees paid for such Software, to the extent   
each Customer, if any, requests a corresponding refund, but in any event the    
amount of the refund shall equal [*].                                           

14. 

*  CONFIDENTIAL TREATMENT REQUESTED                                             

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   (iii) This Section 8(a) states the Company's exclusive remedy and
PMSI's entire liability for any infringement.                                   

 (b) Other Indemnity. The Company shall be responsible and shall
indemnify and hold PMSI harmless for any and all losses, liability or damages   
arising out of or incurred in connection with (i) Company's, Subdistributors' or
Customers' marketing, distribution, use or Sublicensing of the Software, except 
for valid warranty claims under Section 7 above and valid third party           
infringement Claims under Section 8(a) above, and (ii) any unauthorized         
representation, warranty or agreement, express or implied, made by Company, any 
Subdistributor or Customer to or with any other Customers or any third party    
with respect to the Software.                                                   

9. PROPRIETARY RIGHTS.                                                          

   (a) Ownership of Proprietary Rights. PMSI shall retain all of its
rights, title and interest in and to and ownership of all copyrights,           
trademarks, trade secrets, patents, mask works and all other industrial and     
intellectual property embodied in the Software including any improvements,      
updates, enhancements or modifications to the Software. Except as otherwise     
expressly provided in this Agreement, the Company has no right, title or        
interest in the Software or any industrial or intellectual property relating to 
the Software and shall not copy, reproduce, reverse engineer, decompile,        
disassemble, or otherwise use, in whole or in part, the Software. The Company   
shall keep each and every item to which PMSI retains title free and clear of all
claims, liens, and encumbrances except those of PMSI, and any act of the        
Company, voluntary or involuntary, purporting to create a claim, lien, or       
encumbrance on such item shall be void.                                         

        (b) No Modification. Except as required under Section 3(d) hereof, the
Company shall distribute the Software only in the form shipped by PMSI, and the 
Company shall not alter, modify, or change the Software or its package or use in
relation to any product or any trademark of the Company or any third parties    
without the prior written consent of PMSI.                                      

(c) Trademarks and Trade Names.                               

         (i) In connection with the distribution or advertising of the Software,
the Company may use such trade names or Trademarks of PMSI listed in Appendix E,
as may be amended from time to time by PMSI. The Company acknowledges the       
validity of such Trademarks and trade names and PMSI's ownership thereof. All   
such marks and names and any additional marks of which PMSI may in the future be
the proprietor will bear the designation (TM) or the designation (R) as         
specified by PMSI. The Company agrees to submit to PMSI any published material  
not previously reviewed by                                                      

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PMSI containing references to the Software for PMSI's approval prior to the     
publication or release of such published material, such approval shall not be   
unreasonably withheld. The Company shall not challenge PMSI's rights to use the 
Trademarks or trade names which PMSI may apply to or use in connection with the 
Software. If the Company in the course of its business in the distribution of   
the Software acquires any goodwill or reputation in any of the Trademarks or    
trade names of PMSI applied thereto, then at the expiration or termination of   
this Agreement all such goodwill or reputation automatically shall vest in PMSI 
without any separate payment or other consideration of any kind to Distributor, 
and the Company agrees to take all such actions necessary to effect such        
vesting.                                                                        

     (ii) The Company shall, at the request and expense of PMSI, do such
acts or things as PMSI may reasonably require for the purpose of obtaining,     
maintaining, enforcing and preserving any of the Trademarks, trade names or     
other proprietary rights of PMSI in the Territory; provided, however, that the  
Company agrees that only PMSI has the right to enjoin any infringement or       
registration by a third party of the trademarks, trade names or similar rights. 
In the event that any unlawful copying of the Software, infringement of PMSI's  
rights in the Software, or infringement or registration by a third party of     
the trademarks, trade names or other property rights of PMSI in the Territory   
comes to the attention of the Company, the Company shall immediately inform PMSI
in writing, stating the full facts of the infringement or registration known to 
it, including the identity of the suspected infringer or registrant, the place  
of the asserted infringement or registration and evidence thereof. The Company  
agrees to cooperate fully with PMSI at the expense of PMSI if PMSI sues to      
enjoin such infringements or to oppose or invalidate any such registration.     
Notwithstanding the foregoing, in the event that PMSI refuses in writing to     
enjoin such infringements or to oppose or invalidate any such registration      
following a written request by the Company to do so, the Company may, at its    
expense, sue to enjoin or otherwise oppose any such infringement of PMSI's      
proprietary rights.                                                             

       (iii) Except as permitted herein, the Company shall not (nor shall it
attempt to) adopt, use, or register any acronym, Trademark, trade names or other
marketing name of PMSI or any confusingly similar work or symbol as part of the 
Company's own name or the name of any of its affiliates or the names of the     
products it markets.                                                            

(d) Nondisclosure and Non-Use.                                

  (i) Without the prior written consent of the supplying party, no
receiving party, its officers, directors, agents or employees shall, in the case
of Confidential Information (as defined hereafter) of a business nature, both   
during the term of                                                              

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this Agreement and for a period of three (3) years after termination of this    
Agreement, and in the case of Confidential Information of a technical nature,   
both during the term of this Agreement and for period of ten (10) years after   
the termination of this Agreement, in any manner whatsoever disclose or         
communicate such information to a third party, except as legally required by a  
governmental or judicial agency, and each party agrees to keep such Confidential
Information strictly confidential. For the purpose of this Agreement, the term  
"Confidential Information" shall mean and include any and all financial and     
other information relating to PMSI's or the Company's business and their        
respective relationships with Teijin, the Software, the Documentation,          
information relating to the Software (including but not limited to technical    
information such as design specifications, instructions, and know-how) acquired 
either directly or indirectly by either party hereunder; provided, however, that
all such Confidential Information shall be clearly marked as "confidential" and 
the term "Confidential Information" shall not include any information which:    

                (1) has become or entered the public domain through no fault
of the receiving party; or                                                      

                 (2) was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or                                

                (3) was or has been obtained lawfully from a third party; or

               (4) has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.                               

    (ii) Each party agrees, during the term of this Agreement, that it
shall not use any Confidential Information obtained from the other for any      
purpose whatsoever except in a manner expressly provided for in this Agreement. 
The provisions of this Section 9(d) shall survive the termination of this       
Agreement.                                                                      

10. COMPLIANCE WITH LAWS.                                                       

        (a) Export Law Compliance. The Company understands and recognizes that
the Software and other materials made available to it hereunder may be subject  
to the export administration regulations of the United States Department of     
Commerce and other United States government regulations related to the export of
technical data and equipment and products produced therefrom. The Company       
represents that it is familiar with and agrees to comply with all such          
regulations, including any future modifications thereof, in connection with the 
distribution of the Soft-                                                       

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ware. The Company agrees that it will not export or re-export outside the       
Territory, directly or indirectly, any Software or technical data relating to   
the Software without the prior written consent of PMSI and without complying    
with all applicable regulations. The Company agrees to obtain the same agreement
from each of its Subdistributors and Customers. The Company hereby agrees to    
indemnify and hold PMSI harmless from any breach of this Section 10(a) by it,   
any Subdistributor and/or Customer.                                             

         (b) Foreign Corrupt Practices Act. The Company hereby agrees to refrain
from making any payments to third parties which could cause PMSI to violate the 
U.S. Foreign Corrupt Practices Act. The Company hereby agrees to indemnify and  
hold PMSI harmless from any breach of this Section 10(b).                       

(c) Licenses and Permits. The Company shall be responsible for
obtaining at its own expense, and shall use its best efforts to obtain, any and 
all required non-U.S. governmental authorizations, including without limitation 
any import licenses and foreign exchange permits. The Company shall provide     
proof of compliance with required non-U.S. governmental authorization to PMSI   
upon request. PMSI shall not be liable if any authorization is delayed, denied, 
revoked, restricted or not renewed. The Company shall bear all such risks and   
costs caused thereby. In addition, if this Agreement is terminated due to a     
default of the Company, PMSI or its designee shall be exclusively entitled,     
free-of-charge, to any rights the Company may have acquired as a result of, or  
in, governmental approvals, authorizations or permits. If this Agreement is     
terminated due to a default of PMSI, PMSI shall pay the Company a reasonable sum
to be mutually agreed upon for the exclusive transfer to PMSI or its designee of
any such rights the Company may have acquired as a result of, or in, said       
governmental approvals, authorizations or permits. The Company agrees to use its
best efforts to effect the transfer of interest in the foregoing approvals,     
authorizations or permits to PMSI or to any third party so identified by PMSI.  

11. EFFECTIVE DATE, TERM, TERMINATION AND EFFECT OF TERMINATION.                

        (a) Effective Date. This Agreement shall become effective on the later
to occur of: (i) the date of execution of this Agreement by the parties, or (ii)
the date on which Japanese governmental clearance (whether in the form of an    
approval, notification or otherwise) is obtained with respect to Japanese       
foreign exchange and trade control regulations (the "Effective Date")           

         (b) Term. This Agreement shall commence on the Effective Date and shall
remain in full force and effect until the dissolution of the Company pursuant to
the terms of the Joint Venture Agreement or unless the parties otherwise agree. 

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   (c) Termination by Either Party. Notwithstanding anything in this
Agreement to the contrary, either party shall have the right, in addition and   
without prejudice to any other rights or remedies, to terminate this Agreement  
immediately upon written notice to the other party if the other party commits   
any material breach of any of the terms of this Agreement which, in the case of 
a breach capable of remedy, shall not have been remedied within thirty (30) days
of the receipt by the party in default of notice specifying the breach and      
requiring its remedy.                                                           

     (d) Termination by PMSI. PMSI shall have the right, in addition and
without prejudice to any other rights or remedies, to terminate this Agreement: 

        (i)  upon the termination of the Joint Venture Agreement for any
reason, unless otherwise mutually agreed between PMSI and Teijin where all the  
shares of the Company are acquired by either Teijin or PMSI pursuant to Section 
12 of the Joint Venture Agreement; or                                           

    (ii) upon written notice at any time for breach of Section 9
hereof (Proprietary Rights).                                                    

      (e) No Other Rights Upon Termination. It is expressly understood and
agreed that the rights of termination as provided in this Agreement are absolute
and that both parties hereto have considered the making of expenditures in      
preparing for performance as contemplated by this Agreement and possible losses 
and damages incident and resulting to them that may result in the event of its  
termination. Therefore, in agreeing to said terms of termination it is with the 
full knowledge of such possibilities and except as provided herein neither party
hereto shall be responsible to the other for compensation, damages or otherwise 
by reason of such termination of this Agreement at any time. Further, no        
payments in the nature of severance payments shall be due either party upon     
termination of this Agreement at any time. Without limiting the generality of   
the foregoing, the Company understands and acknowledges that any contracts or   
other arrangements it enters into with any third parties with respect to the    
Software will be subject and subordinate to the rights of termination set forth 
in this Agreement. The Company will indemnify and hold PMSI harmless from any   
and all liability, loss, damages, costs or expenses incurred by PMSI in         
connection with claims by any such third party made because of the termination  
of this Agreement.                                                              

        (f) Effect of Termination. Termination or expiration of this Agreement
shall not affect any other rights of either party which may have accrued up to  
the date of such termination or expiration and the Company shall not be relieved
of any obligation for any sums due to PMSI for the Software or services covered 
by purchase orders accepted prior to termination or expi-                       

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ration or any confidentiality obligations of the Company under Section 9(d) of  
this Agreement. Upon termination:                                               

         (i)   the due date of all outstanding invoices to the Company for
the Software shall automatically be accelerated to become due and payable by    
immediate wire transfer on the effective date of termination, even if longer    
terms have been previously agreed to;                                           

          (ii)  all orders or portions thereof remaining unshipped as of the
effective date of termination shall automatically be cancelled; and             

   (iii) all executed End User License Agreements and Software
Maintenance Agreements between Customers and the Company then in effect, and all
rights and obligations thereunder, shall immediately be assigned by the Company 
to PMSI or its designee.                                                        

    (g) The Company's Duties Upon Termination. Upon the termination or
expiration of this Agreement, the Company agrees to do the following:           

          (i)   refrain thereafter from representing itself as a distributor
of PMSI or using any trademarks or trade names of PMSI;                         

       (ii)  immediately return to PMSI or immediately destroy (A) all
Confidential Information of PMSI including but not limited to advertising matter
and (B) all other printed material in its possession or under its control       
containing or bearing any trademark or trade names of PMSI;                     

            (iii) take all appropriate steps to remove and cancel its listing in
telephone books, directories, public records or elsewhere, which state or       
indicate that the Company is a distributor of PMSI;                             

     (iv)  make available to PMSI for a period of one (1) year for
inspection and copying all books and records of the Company that pertain to the 
Company's performance of and compliance with its obligations, warranties and    
representations under this Agreement; and                                       

          (v)   immediately cease using the applicable Software, and certify
in writing to PMSI within thirty (30) days after such termination that the      
Company has either destroyed, permanently erased or returned to PMSI the        
Software, all related Documentation and all copies. This requirement applies to 
copies in all forms, partial and complete, in all types of media and computer   
memory and storage, and whether or not modified or merged into other programs or
materials.                                                                      

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12. GENERAL TERMS.                                                              

(a) Assignment. Except in connection with the sale of all or  
substantially all of PMSI's assets, or its business (by merger or otherwise), or
any similar transfer by PMSI, any attempted assignment of the rights or         
delegation of the obligations under this Agreement shall be void without the    
prior written consent of the non-assigning or non-delegating party.             

  (b) Benefits and Binding Nature of Agreement. In the case of any
permitted assignment or transfer of or under this Agreement, this Agreement or  
the relevant provisions shall be binding upon, and inure to the benefit of, the 
successors, executors, heirs, representatives, administrators and assigns of the
parties hereto.                                                                 

    (c) Entire Agreement. This Agreement, together with the Appendices
attached hereto and incorporated herein by reference, embodies the final,       
complete and exclusive understanding between the parties, and replaces and      
supersedes all previous agreements, understandings or arrangements between the  
parties with respect to its subject matter. No modification or waiver of any    
terms or conditions hereof, nor any representations or warranties shall be of   
any force or effect unless such modification or waiver is in writing and signed 
by an authorized officer of each party hereto. It is expressly agreed that any  
of the terms and conditions of the Company's purchase order or the like shall be
superseded by the terms and conditions of this Agreement.                       

       (d) Force Majeure. Neither party shall be liable to the other for its
failure to perform any of its obligations under this Agreement, except for      
payment obligations, during any period in which such performance is delayed     
because rendered impracticable or impossible due to circumstances beyond its    
reasonable control, including but not limited to fire, flood, earthquake,       
explosion, acts of God, labor trouble or shortage, inability to obtain or       
shortage of materials, equipment or transportation, insurrections, riots, war,  
acts or requirements of the governments in any state, provided that the party   
experiencing the delay promptly notifies the other of the delay. Any            
installation, warranty, technical support, consulting services and other        
services to be performed at the Company's facility may not be performed if PMSI 
reasonably believes conditions at such facility represent a safety or health    
hazard to any PMSI employee.                                                    

       (e) Notice. All notices concerning this Agreement shall be written in
the English language and shall be deemed to have been received (i) ten (10) days
after being properly airmailed, postage prepaid, (ii) three (3) business days   
after being properly sent by commercial overnight courier, or (iii) two (2)     
business days after being transmitted by confirmed telecopy, in each case       
addressed to the relevant party at its address first                            

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set forth in this Agreement to the attention of Michael J. Savage, President, in
the case of PMSI, and to the attention of ______________________________________
in the case of the Company.                                                     

    (f) Governing Law and Official Language. This Agreement is made in
accordance with and shall be governed and construed under the laws of the State 
of Massachusetts, U.S.A., as applied to agreements executed and performed       
entirely in Massachusetts by Massachusetts residents and in no event shall this 
Agreement be governed by the United Nations Convention on Contracts for the     
International Sale of Goods; provided, however, that the provisions of this     
Agreement relating to dispute resolution, as set forth in Section 12(g) below,  
shall be governed exclusively by the United States Arbitration Act (9 U.S.C.    
Section et. seq.) notwithstanding any different or contrary provision of state  
law. The official text of this Agreement and any Appendix or any notice given or
accounts or statements required by this Agreement shall be in English. In the   
event of any dispute concerning the construction or meaning of this Agreement,  
reference shall be made only to this Agreement as written in English and not to 
any other translation into any other language.                                  

         (g) Dispute Resolution. If a dispute arises between the parties arising
out of or in relation to this Agreement, the parties shall use all reasonable   
efforts to resolve the dispute through good faith discussions. The senior       
management of each of PMSI and the Company commits itself to respond promptly to
any such dispute. In the event that PMSI and the Company are unable, after      
exerting all reasonable efforts, to resolve the said dispute, the said dispute  
shall be finally settled through binding arbitration on the following basis:    

(i) The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American           
Arbitration Association then in force, by which each of PMSI and the Company    
agrees to be bound. Within thirty (30) days after notice of arbitration has been
given, each of PMSI and the Company shall appoint one (1) arbitrator. The       
arbitrators appointed by the parties shall then appoint a third arbitrator, who 
shall serve as the presiding arbitrator.                                        

     (ii) If demand for arbitration is made by the Company, the place of
arbitration shall be Boston, Massachusetts, U.S.A, and if demand for arbitration
is made by PMSI, the place of arbitration shall be Tokyo, Japan.                

    (iii) The language to be used in the arbitration shall be English.

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         (iv)  Any arbitrator may be of any nationality, and need not be a
lawyer or hold any other professional status or membership.                     

          (v)   The arbitral award shall be rendered in writing, shall state
the reasons for the award, and shall be final and binding upon the parties. In  
no event shall the arbitral award include a sum for punitive damages.           

    (vi)  Judgment upon any award may be entered by any court of
competent jurisdiction, or application may be made to such a court for judicial 
acceptance of the award and any appropriate order including enforcement.        

          (vii) Each of PMSI and the Company shall bear its own expenses and
attorneys' fees in connection with the arbitration.                             

    (h) Waiver. Any waiver (express or implied) by either party of any
default or breach of this Agreement shall not constitute a waiver of any other  
or subsequent default or breach.                                                

     (i) Severability. In the event that any provision of this Agreement
shall be unenforceable or invalid under any applicable law or be so held by     
applicable court decision, such unenforceability or invalidity shall not        
render this Agreement unenforceable or invalid as a whole, and, in such event,  
such provision shall be changed and interpreted so as to best accomplish the    
objectives of such unenforceable or invalid provision within the limits of      
applicable law or applicable court decisions.                                   

  (j) Rights and Remedies Cumulative. Except as expressly provided
herein, the rights and remedies provided in this Agreement shall be cumulative  
and not exclusive of any other rights and remedies provided by law or otherwise.

      (k) No Agency - Independent Contractors. The Company shall act as an
independent contractor under the terms of this Agreement. The Company is not,   
and shall not be deemed to be, an employee, agent, partner or legal             
representative of PMSI for any purpose. The Company shall not be entitled to    
enter into any contracts in the name of, or on behalf of PMSI, nor shall the    
Company be entitled to pledge the credit of PMSI in any way or hold itself out  
as having authority to do so.                                                   

        (l) Captions and Section References. The section headings appearing in
this Agreement are inserted only as a matter of convenience and in no way       
define, limit, construe or describe the scope or extent of such section or in   
any way affect such section.                                                    

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       (m) Counterparts. This Agreement may be executed in counterparts with
the same force and effect as if each of the signatories had executed the same   
instrument.                                                                     

        (n) No Limitation on Supplier PMSI. Nothing in this Agreement shall be
construed so as to preclude PMSI from selling or otherwise marketing any of the 
Software to (i) any Customer outside the Territory, (ii) any value added        
reseller or original equipment manufacturers outside the Territory, or (iii) any
other distributors outside the Territory.                                       

      (o) Parties Advised by Counsel -- No Interpretation Against Drafter.
This Agreement has been negotiated between unrelated parties who are            
sophisticated and knowledgeable in the matters contained in this Agreement and  
who have acted in their own self interest. In addition, each party has been     
represented by legal counsel. Accordingly, any rule of law, including Section   
1654 of the California Civil Code, as well as any other statute, law, ordinance,
or common law principles or other authority of any jurisdiction of similar      
effect, or legal decision that would require interpretation of any ambiguities  
in this Agreement against the party who has drafted it is not applicable and is 
hereby waived. The provisions of this Agreement shall be interpreted in a       
reasonable manner to effect the purpose of the parties, and this Agreement shall
not be interpreted or construed against any party to this Agreement because that
party or any attorney or representative for that party drafted this Agreement or
participated in the drafting of this Agreement.                                 

 (p) Authority to Enter Into and Execute Agreement. Both parties
represent and warrant to each other that they have the right and lawful         
authority to enter into this Agreement for the purposes herein and that there   
are no other outstanding agreements or obligations inconsistent with the terms  
and provisions hereof.                                                          

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Appendix A

SOFTWARE

(attached)

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APPENDIX B  

POLYGEN (PMSI) STANDARD SOFTWARE LICENSE AGREEMENT  

(attached)  

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        IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be signed and delivered by their duly authorized representatives as of the   
date first set forth above.                                                     

                 POLYGEN CORPORATION

                       By: /s/ MICHAEL J. SAVAGE
               President

                                       TEIJIN MOLECULAR SIMULATIONS INCORPORATED

                        By: ______________________
   Name:
    Title:

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Appendix A: Software  

POLYGEN/MOLECULAR SIMULATIONS 

MOLECULAR MODELING PRODUCTS PRICE LIST  

PRICING SUMMARY 

JAPAN END-USER BUNDLED PRICE LIST 

EFFECTIVE JANUARY 01, 1992  

--------------------------------------------------  
PRICES ARE VALID ONLY WHEN PURCHASED WITH HARDWARE  
--------------------------------------------------  

Prices include software documentation, but do not include 
hardware, installation, training, or continuing license fees. 

                                                        [Enlarge/Download Table]

SYSTEM SOFTWARE                                                                                                 DESKTOP
-----------------------------------------------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
XGBEXX          BIOGRAF (Indigo)                  2.2               Now       Yen 5,250,000    Yen 2,265,000       4320
XGNMEXX         NMRgraf (Indigo)                  2.2               Now       Yen 3,500,000    Yen 1,750,000       2880
POLEXX          Polaris (Indigo)                  3.0               Now       Yen 2,625,000    Yen 1,312,500       2160
XGPGEXX         POLYGRAF (Indigo)                 2.2               Now       Yen 7,000,000    Yen 3,500,000       5760
QNTXX           QUANTA (Indigo)                   3.2               Now       Yen 3,750,000    Yen 1,875,000       3600
QINORGXX        Inorganic Solids Modeling         3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QPOLYXX         Polymer Dynamics                  3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QPROTXX         Protein Modeling                  3.2               Now       Yen 3,750,000    Yen 1,875,000       2550
QSTARXX         X-Ray Structure Analysis          3.2               Now       Yen 3,750,000    Yen 1,875,000       2550

   NOTE: If QUANTA is purchased, at least one copy of networked CHARMm
must be available for use.                                                      

                                                        [Enlarge/Download Table]

SYSTEM SOFTWARE                                                                                                PERSONAL
-----------------------------------------------------------------------------------------------------------------------
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
XGBEXX          BIOGRAF (SGI/IBM)                 2.2               Now       Yen  7,000,000   Yen 3,500,000       5760
XGNMEXX         NMRgraf (SGI/IBM)                 2.2               Now       Yen  5,250,000   Yen 2,625,000       4320
POLEXX          Polaris (SGI)                     3.0               Now       Yen  4,375,000   Yen 2,187,500       3600
XGPGEXX         POLYGRAF (SGI/IBM)                2.2               Now       Yen 10,500,000   Yen 5,250,000       8640
QNTXX           QUANTA (SGI/IBM)                  3.2               Now       Yen  6,240,000   Yen 3,120,000       6000
QINORGXX        Inorganic Solids Modeling         3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QPOLYXX         Polymer Dynamics                  3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QPROTXX         Protein Modeling                  3.2               Now       Yen  4,992,000   Yen 2,496,000       3400
QSTARXX         X-Ray Structure Analysis          3.2               Now       Yen  4,992,000   Yen 2,496,000       3400

   NOTE: If QUANTA is purchased, at least one copy of networked CHARMm
must be available for use.                                                      

--------------------------------------
PRICE PER SERVICE UNIT (SU) 
--------------------------------------
             Level 1     Level 2
Commercial      Yen 220     Yen 265   
Academic        Yen  35     Yen 105   
--------------------------------------

Proprietary and Confidential Polygen/Molecular Simulations Japan Price List     
                                                              January 30, 1992

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       System Software                                  Professional/Power
________________________________________________________________________________

                                                        [Enlarge/Download Table]

PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
                                                                                                               
XGBHXX          BIOGRAF (SGI/IBM)              2.2         Now          Yen10,500,000   Yen5,250,000      8640 
XGNMHXX         NMRgraf (SGI/IBM)              2.2         Now          Yen 8,750,000   Yen4,375,000      7200 
POLHXX          Polaris (Stardent/SGI)         3.0         Now          Yen 6,125,000   Yen3,062,500      5040 
XGPGHXX         POLYGRAF (SGI/IBM)             2.2         Now          Yen15,750,000   Yen7,875,000      2960 
QNTXX           QUANTA (SGI/IBM)               3.2         Now          Yen 6,240,000   Yen3,120,000      6000 
QINORGXX        Inorganic Solids Modeling      3.2         Now          Yen 4,992,000   Yen2,496,000      3400 
QPOLYXX         Polymer Dynamics               3.2         Now          Yen 4,992,000   Yen2,496,000      3400 
QPROTXX         Protein Modeling               3.2         Now          Yen 4,992,000   Yen2,496,000      3400 
QSTARXX         X-Ray Structure Analysis       3.2         Now          Yen 4,992,000   Yen2,496,000      3400 

        Note: If QUANTA is purchased, at least one copy of networked CHARMm must be available for use.         

        QUANTA Options                                                                                 SGI/IBM 
_______________________________________________________________________________________________________________

PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
                                                                                                               
QBDSXX          Brownian Dynamics Sim          3.2         Now          Yen 2,500,000   Yen1,250,000      1705 

        Note: Purchase of Brownian Dynamics requires purchase of UHBD.                                         

QCRYSTXX        Crystal Modeling               3.2         Now          Yen 2,125,000   Yen1,062,500      1450 
QHELIXXX        Helix Modeling                 3.2         Now          Yen 2,125,000   Yen1,062,500      1450 
QMM2XX          MM2 Interface                  3.2         Now          Yen 1,250,000   Yen  625,000       850 
QPBEXX          Poisson-Boltzmann Electro      3.2         Now          Yen 2,125,000   Yen1,062,500      1450 

        Note: Purchase of Poisson-Boltmann Electrostatics requires purchase of UHBD.                           

QOPINTXX        QUANTA Open Interface          3.2         Now          Yen 5,000,000   Yen2,500,000      3410 
QQMIXX          Quantum Mechanics Interface    3.2         Now          Yen 2,500,000   Yen1,250,000      1705 
QNMRSXX         NMR Structure                  3.2      Dec, 1991       Yen 4,992,000   Yen2,496,000      2400 

        QUANTA NMR Software                                                                            SGI/IBM 
_______________________________________________________________________________________________________________

PART NUMBER     DESCRIPTION                  REVISION   AVAILABILITY    COMMERCIAL      ACADEMIC        ANN. SU
_______________________________________________________________________________________________________________
                                                                                                               
QMADXX          MADNMR                          x          Now          Yen 3,750,000   Yen1,825,000      2555 
QMADPXX         MADNMR+                         x          Now          Yen 6,250,000   Yen3,125,000      4260 
QDISNOEXX       DISCON/NOESYSIM                 x          Now          Yen 2,500,000   Yen1,250,000      1705 

  __________________________________
                        
                                                                [Download Table]
                                  
    PRICE PER SERVICE UNIT(SU)    
__________________________________
                                  
                                  
                Level 1   Level 2 

 Commercial     Yen 220   Yen 265 
 Academic       Yen  35   Yen 105 
                                                        
  __________________________________

Polygen/Molecular Simulations Japan Price List
January 30, 1992                                    Proprietary and Confidential

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        CERIUS SOFTWARE                                                SGI/IBM
------------------------------------------------------------------------------- 

                                                        [Enlarge/Download Table]

Part Number          Description                     Revision  Availability  Commercial    Academic      Ann.SU
---------------      ------------------------------  --------  ------------  ------------  ------------  ------
                                                                                                               
BUILDER MODULES                                                                                                
CSVSXX               Visualizer (required for all)      2.3        Now       Yen  437,500  Yen  218,750    400 
CSCRXX               Crystals                           2.3        Now       Yen1,312,500  Yen  656,250   1200 
CSCLRXX              Surfaces                           2.3     Mar., 1992   Yen  437,500  Yen  218,750    400 
CSINTXX              Interfaces                         3.0     Mar., 1992   Yen  437,500  Yen  218,750    400 
CSPLXX               Polymers                           2.3        Now       Yen  437,500  Yen  218,750    400 

CALCULATION MODULES                                                                                            
CSOF1XX              Open Force Field MM/MD(1)          3.0     Mar., 1992   Yen6,562,500  Yen3,281,500   6000 
CSOF2XX              Open Force Field MM/MD(2)          3.0     Mar., 1992        TBD           TBD       TBD  
CSSRPXX              Sorption                           2.3        Now       Yen2,187,500  Yen1,093,750   2000 
CSPCKXX              Crystal Packer                     2.3        Now       Yen1,312,500  Yen  656,250   1200 
CSMPXX               MopacU1                            2.3        Now       Yen  875,000  Yen  437,500    800 
CSSMXX               Statmech                           2.3        Now       Yen2,625,000  Yen1,312,500   2400 
CSDLSXX              DLS-UI                             2.3        Now       Yen1,093,750  Yen  546,875   1000 
CSDF1XX              Diffraction I                      2.3        Now       Yen2,625,000  Yen1,312,500   2400 
CSDF2XX              Diffraction II                     2.3        Now       Yen1,750,000  Yen  875,000   1600 
CSDF3XX              Diffraction III                    2.3        Now       Yen1,093,750  Yen  546,875   1000 
CSDF4XX              Diffraction IV                     2.3        Now       Yen2,625,000  Yen1,312,500   2400 
CSRTVXX              Rietveld                           3.0     Mar., 1992   Yen1,750,000  Yen  875,000   1600 
CSHRXX               HRTEM                              2.3        Now       Yen2,625,000  Yen1,312,500   2400 

NOTE: PRICES INCLUDE FIRST YEAR MAINTENANCE                     
NOTE: DLS-UI, Sorption, Diffraction I, Diffraction III, HRTEM,  
 Surfaces, Interfaces, Crystal Packer, and Rietveld require CERIUS
Crystals.                                                       
NOTE: StatMech requires CERIUS Polymers.                        
     NOTE: When quoting Open Force Field MM/MD, all Builder Modules should
be included in the quote.                                       
   NOTE: Open Force Field MM/MD) (1) is for Desktop and Personal/Entry
       machines only. Open Force Field MM/MD (2) is for Professional and Power
machine only.                                                   

AVS CHEMISTRYVIEWER                                             
------------------------------------------------------------------------------- 

                                                        [Enlarge/Download Table]

Part Number      Description                     Revision  Availability  Commercial    Academic      Ann.SU
---------------  ------------------------------  --------  ------------  ------------  ------------  ------
                                                                                                           
                 Chemistry Viewer alone                                  Yen1,312,500  Yen  656,250    720 
                 Chemistry Viewer with AVS                               Yen1,750,000  Yen  875,000   1440 

      NOTE: First year maintenance is required with AVS and Chemistry Viewer

------------------------------
Price per Service Unit (SU) 
------------------------------
             Level 1   Level 2
Commercial   Yen220    Yen265 
Academic     Yen 35    Yen105 
------------------------------

Proprietary    Polygen/Molecular Simulations Japan Price List   January 30, 1992
and                                                                             
Confidential                                                                    

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                        CHARMm                                                                          ALL PLATFORMS 
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
CDESKXX        Desktop CHARMm                   21.3        Now        Yen 3,750,000*       Yen 1,875,000*        2550
CPERSXX        Personal CHARMm                  21.3        Now        Yen 5,990.000*       Yen 2,995.000*        4085
CPROFXX        Professional CHARMm              21.3        Now        Yen10,500.000*       Yen 5,250.000*        7160
CPARLXX        Power CHARMm                     21.3        Now        Yen18,000.000*       Yen 9,000.000*       12270

      NOTE: At least one copy of networked CHARMm must be available for use.
           Above prices (*) effective only at time of purchase with QUANTA
          and include standard discounts. For individual CHARMm pricing,
see pricing below.                                  

NOTE: Desktop CHARMm is only available for the SGI Indigo.      

                                                        [Enlarge/Download Table]
                                                                                         
CPERSXX   Personal Stand-alone CHARMm      21.3  Now  Yen11,980,000  Yen 5,990,000   8165
CPROFXX   Professional Stand-alone CHARMm  21.3  Now  Yen15,000.000  Yen 7,500.000  10225
CPARLXX   Power Batch stand-alone CHARMm   21.3  Now  Yen22,500.000  Yen11,250.000  15340
CSUPRXX   Super stand-alone CHARMm         21.3  Now  Yen55,000.000  Yen27,500.000  37500
CSUPRLXX  Ltd. License Super CHARMm        21.3  Now  Yen33,000.000  Yen16,500.000  22500
CSRCXX    CHARMm Source Code               21.3  Now  Yen12,500.000  Yen 6,250.000   8520

NOTE: CHARMm source code may only be purchased in addition to a 
standard CHARMm object license.                     

                                                        [Enlarge/Download Table]

                        X-PLOR                                                                          ALL PLATFORMS 
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
XPERSXX        Personal X-PLOR                  2.11        Now        Yen 7,488,000        Yen 3,744,000         5105
XPROFXX        Professional X-PLOR              2.11        Now        Yen11,000.000        Yen 5,500.000         7500
XPARLXX        Power X-PLOR                     2.11        Now        Yen16,000.000        Yen 8,000.000        10900
XSUPRXX        Super X-PLOR                     2.11        Now        Yen33,500,000        Yen16,750,000        22840
XSUPRLXX       Ltd. License Super X-PLOR        2.11        Now        Yen19,500.000        Yen 9,750.000        13295
XSRCXX         X-PLOR Source Code               2.11        Now        Yen12,500.000        Yen 6,250.000         8250

NOTE: X-PLOR source code may only be purchased in addition to a 
standard X-PLOR object license.                     

                                                        [Enlarge/Download Table]

                        UHBD                                                                             ALL PLATFORMS
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
UPERSXX        Personal UHBD                    2.2         Now        Yen10,000,000        Yen 5,000,000         6820
UPROFXX        Professional UHBD                2.2         Now        Yen11,250.000        Yen 5,625.000         7670
UPARLXX        Power UHBD                       2.2         Now        Yen12,500.000        Yen 6,250.000         8250

                                                        [Enlarge/Download Table]

                     GRAF Batch                                                                         ALL PLATFORMS 
----------------------------------------------------------------------------------------------------------------------
PART NUMBER    DESCRIPTION                    REVISION  AVAILABILITY    COMMERCIAL            ACADEMIC         ANN. SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
GRAFBXX        Alliant version                              Now        Yen10,500,000        Yen 5,250,000         8640
GRAFBXX        DEC version                                  Now        Yen 8,750.000        Yen 4,375.000         7200
GRAFBXX        Convex version                               Now        Yen14,000.000        Yen 7,000.000        11520
GRAFBXX        Cray version                                 Now        Yen17,500.000        Yen 8,750.000        14400

                                  Polygen/Molecular Simulations Japan Price List
January 30, 1992                                                                
Proprietary and Confidential                                                    

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING PRODUCTS PRICE LIST  

HARDWARE CONFIGURATION SUMMARY  

EFFECTIVE OCTOBER 01, 1991  

                                                        [Enlarge/Download Table]

----------------------------------------------------------                                                                         
                      SILICON GRAPHICS                                                                               IRIS 4D SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER   
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Indigo                  Desktop                           xx     xx       16    432/54        1/4" cartridge     4.0.0    Note 2   
4D/25 G/TG              Personal/Entry                    xx     xx       16    380/54        1/4" cartridge     3.3.3    Note 2   
4D/35 G/TG              Personal/Entry                    xx     xx       16    380/54        1/4" cartridge     3.3.3    Note 2   
4D/310 GTX/VGX          Professional/High-End             xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/320 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/340 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/380 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/420 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/440 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   
4D/480 GTX/VGX          Power/High-End                    xx     xx       16    780/54        1/4" cartridge     3.3.3    Note 2   

                                                        [Enlarge/Download Table]

----------------------------------------------------------                                                                         
                         IBM                                                                                RISC SYSTEM/6000 SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER   
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Series 320              Personal/Entry                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 520              Professional/Entry                xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 530              Personal/Entry                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 540              Power/High-End                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3
Series 550              Power/High-End                    xx     xx       16    320/54        1/4" cartridge     3.1.5    Notes 2.3

                                                        [Enlarge/Download Table]

----------------------------------------------------------                                                                         
                   EVANS & SUTHERLAND                                                                                    ESV SERIES
-----------------------------------------------------------------------------------------------------------------------------------
MACHINE                 CATEGORY                        MFLOPS  MIPS    MEMORY  DISK(1)           TAPE            O/S      OTHER   
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
ESV-5                   Entry                             4.0             xx    xx/xx              xx              xx              
All others              High-End                          4.0             xx    xx/xx              xx              xx              

Proprietary and Confidential      Polygen/Molecular Simulations Japan Price List
                                                                January 30, 1992

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--------------------------------------------------------------------------------
BATCH PROCESSORS                                                                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

Machine                 Category        MFLOPS  MIPS    Memory  Disk(1)     Tape                O/S     Other 
------------------------------------------------------------------------------------------------------------- 
                                                                                                              

Alliant FX40,80         Power/Batch     xx      xx      xx      xx        mm cartridge         2.1.02         
Alliant FX2800          Power/Batch     xx      xx      xx      xx        mm cartridge         2.1.02         
Convex C-1              Power/Batch     xx      xx      xx      xx       Reel-to-reel             xx    Note 4
Convex C-2              Power/Batch     xx      xx      xx      xx       Reel-to-reel             xx          
Cray X,Y-MP             Super/Batch     xx      xx      xx      xx       Reel-to-reel            6.0          
Cray 2                  Super/Batch     xx      xx      xx      xx       Reel-to-reel            6.0          
DEC                     Batch           xx      xx      xx      xx       Reel-to-reel             xx    Note 4
IBM 3090 MVS            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5
IBM 3090 VM.            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5
IBM 3090 AIX            Super           xx      xx      xx      xx       Reel-to-reel             xx    Note 5


------------------------------------------------------------------------------- 
HARDWARE NOTES                                                                  
------------------------------------------------------------------------------- 

1.      Under the Disk column, the first number is the minimum total disk space 
required while the second number is the minimum swap space required.            

2.      FORTRAN is required for the QUANTA Open Interface.                      

3.      The following IBM RS/6000 hardware configuration is required for        
QUANTA/CHARMm software: 24-bit 3D graphics, 24-bit Z-buffer, Ethernet           
LAN adaptor, and the FORTRAN 2.01 run-time libraries (xlfrte 02.01).            

4.      CHARMm, X-PLOR, and UHBD are not supported on the Convex C-1.           

5.      GRAF Batch is not supported on the IBM 3090.                            

------------------------------------------------------------------------------  
PART NUMBERS                                                                    
------------------------------------------------------------------------------- 

                                                        [Enlarge/Download Table]

Replace XX in all software part numbers with the following machine codes:                                     
--------------------------------------------------------------------------------------------------------------
                                                                                                              
4D      All SGI 4D series except Indigo         DT      SGI Indigo                      ST      Stardent Titan

ES      E&S ESV                                 RS      All IBM RS/6000 series                                

FX      Alliant                                 C1      Convex C-1                      C2      Convex C-2    

CX      Cray X-MP                               CY      Cray Y-MP                       CR      Cray 2        

MV      IBM 3090 MVS                            VM      IBM 3090 VM/CMS                 AX      IBM 3090 AIX  

VS      DEC VMS                                                                                               

January 30, 1992        Polygen/Molecular Simulations Japan Price List          
                                                    Proprietary and Confidential

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CONTINUING LICENSE/MAINTENANCE                                                  

                                                        [Enlarge/Download Table]


Part Number     Description                     Academic Price/S.U.     Commercial Price/S.U.
---------------------------------------------------------------------------------------------
                                                                                             
SL1SS           Level 1 (Standard Support)            Yen35                     Yen220       
                    Provides the following services:                                         
                    Continuing license fee                                                   
                    Upgrade of existing software                                             
                    Hotline support of products: Calls returned within 4 hours of receipt    

SL2SS           Level 2 (Scientific Support) .        Yen105                    Yen265       
                    Provides the following services:                                         
                    Continuing license fee                                                   
                    Upgrade of existing software                                             
                    Hotline support of products: Calls returned within 1 hour of receipt     
                    Monthly status calls from senior scientific staff members                
                    Monthly report of software problems                                      
                    Scientific support for modeling problems                                 

SCIENTIFIC PROGRAMS                                                             

                                                                [Download Table]


Part Number     Description                     Cost/Time Period   
----------------------------------------------------------------   
                                                                   
SSCON           Scientific Consulting           Yen175,000 per day 

SPMDL           Molecular Design Lab            Yen700,000 per week
                    Seat in Introductory Molecular Modeling Course 
                    Use of software on a dedicated machine         
                    Access to Polygen and Harvard scientists       

           NOTE: A minimum of two weeks is required.               

TRAINING PROGRAMS                                                               

                                                                [Download Table]


Part Number     Description                             Cost/Time Period 
------------------------------------------------------------------------ 
                                                                         
                Introductory Molecular Modeling         Yen175,000/3 days

                Advanced CHARMm                         Yen262,500/2 days

                Advanced Protein Modeling               Yen262,500/2 days

                Advanced Polymer Modeling               Yen262,500/2 days

                                                        [Enlarge/Download Table]
                                                                                              
                              Polygen/Molecular Simulations Japan Price List                  
Proprietary and Confidential                                                  January 30, 1992

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING SOFTWARE PRODUCTS
POLICIES AND PROCEDURES 

EFFECTIVE JANUARY 01, 1992

TITLE                                                                           

All right, title and interest in and to the software licensed and any related   
documentation and any copies thereof which may be made by licensee are and shall
remain the exclusive property of licensor or licensor's licensor, as to software
sublicensed by licensor to licensee; licensor and its licensors are collected   
referred to as the software owners. Any third party software designated in the  
applicable price list as subject to a separate license agreement is subject to  
the terms of the agreement accompanying such software. Each software owner shall
have the right to enforce this agreement against licensee as to such software   
owner's software.                                                               

SOFTWARE LICENSE FEES                                                           

Use of the software by licensee shall be subject to the licensee signing the    
Polygen/Molecular Simulations Standard Software License Agreement.              

UNBUNDLED FEE                                                                   

In the instance where software is not purchased with hardware, the software list
price shall be increased by an additional amount equal to twenty percent (20%)  
of such software list price (the unbundled fee).                                

PAYMENT TERMS                                                                   

Unless otherwise arranged, Polygen/Molecular Simulations will invoice purchaser 
at the time of shipment of each installment on payment terms of each on         
delivery, except where open account credit is established and maintained to     
Polygen/Molecular Simulations' satisfaction, in which case payment terms shall  
be net 30 days from date of shipment. Purchaser shall make all payments as      
provided without regard to whether purchaser has made or may make any inspection
or use of any goods delivered. Any invoiced amount which is not paid when due   
shall bear interest at the rate of 2% per month or the highest rate then        
permitted by law, whichever is less.                                            

WARRANTY                                                                        

The software as delivered and installed on the designated system will conform   
substantially to licensor's then current published program specifications.      
Licensee acknowledges, however, that the software is of such complexity that it 
may have inherent or latent defects and agrees that as licensee's sole remedy   
licensor will exercise its best efforts to correct documented program errors    
which licensors's analysis indicates are caused by a defect in the unaltered    
version of the delivered software as installed on an unaltered designated       
system. Licensor does not guarantee the results of any such services or         
represent or warrant that any such error will be corrected. The foregoing       
warranty extends only to licensee and is not applicable to any transferee of the
software license.                                                               

LICENSE TRANSFER POLICY                                                         

All computers and software are expected to be written off over four years.      
Customers will be able to transfer their current software license to a faster   
computer (at the same site) and receive a credit equal to 25% of the lower of   
the price actually paid or the current price for the license for each year left 
in the four years since shipment to the customer by Polygen/Molecular           
Simulations. To receive this credit, the customer must be current on            
maintenance.                                                                    

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TERMS AND CONDITIONS                                                            

Software orders must be accompanied by the software quotation with standard     
quote terms and conditions and a standard software license agreement. Loaners   
must be accompanied by a standard software loaner agreement. Any software       
purchase or loaner which does include the above documents or which documents    
deviate from standard terms must be approved in advance.                        

QUOTE VALIDITY                                                                  

Software quotes are valid for 30 days only.                                     

SOFTWARE LOANER PERIOD                                                          

Unless otherwise arranged; software to commercial organizations may only be     
loaned for a period of 15 days: software to academic institutions may only be   
loaned for a period of 30 days.                                                 

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APPENDIX B

POLYGEN (PMSI) STANDARD SOFTWARE LICENSE AGREEMENT                              

       This Software License Agreement (the "Agreement") is made and entered
into as of _________________, 19__ by and between Polygen Corporation having a  
principal place of business at 200 Fifth Avenue, Waltham, MA 02154 ("LICENSOR") 
and ______________________________________________ having a principal place of  
business at _____________________________________________ ("LICENSEE").         

1. DEFINITIONS.                                                                 

     A. "Software" shall mean each computer program, in machine readable
form, furnished by LICENSOR to LICENSEE hereunder, including related supporting 
materials and all updates thereto, if any.                                      

       B. "Designated System" shall mean the computer hardware identified by
the serial number(s) and located at the address set forth below.                

2. GRANT OF LICENSE.                                                            

        Subject to the terms and conditions of this Agreement, LICENSOR hereby
grants to LICENSEE a non-exclusive, non-transferable license to use the Software
to operate and run solely on a Designated System for the term of this Agreement.

3. REPRODUCTION.                                                                

  LICENSEE may make no more than three (3) copies of each Software
program for LICENSEE's own use on the Designated System for back-up purposes    
only. Except as provided in this paragraph 3, LICENSEE shall make no additional 
copies of, nor allow others to copy any of the Software without LICENSOR's prior
written consent. LICENSE shall duplicate the copyright notice and any           
proprietary rights legend on all Software copies hereunder.                     

4. TITLE.                                                                       

         All right, title and interest in and to the Software licensed hereunder
and any related documentation, and any copies thereof which may be made by      
LICENSEE are and shall remain the exclusive property of LICENSOR or LICENSOR's  
licensor, as to Software sublicensed by LICENSOR to LICENSEE hereunder (LICENSOR
and its licensors are collectively referred to as the "Software Owners"). Any   
third party Software designated in the applicable                               

1.

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price list as subject to a separate license agreement is subject to the terms of
the agreement accompanying such Software. Each Software Owner shall have the    
right to enforce this Agreement against Licensee as to such Software Owner's    
Software.                                                                       

5. PROTECTION OF LICENSED SOFTWARE.                                             

      The Software is acknowledged by LICENSEE to include confidential and
proprietary information and trade secrets of the Software Owners in which       
LICENSEE has no rights other than as granted by this Agreement. LICENSEE        
acknowledges that unauthorized copying or disclosure of the Software will cause 
irreparable injury to the Software Owners and that the Software Owners shall be 
entitled to, among other things, enjoin such activities. LICENSEE agrees not to 
provide or otherwise make available any Software in any form without LICENSOR's 
prior written consent. LICENSEE agrees that the Software is being licensed      
hereunder for LICENSEE's internal use and that LICENSEE may not make the        
Software available to third parties in connection with any form of time-sharing 
service. LICENSEE agrees not to create source code for the Software nor to      
translate the Software into any other computer or natural language, nor to      
attempt to do so or provide assistance to others to do so. LICENSEE further     
agrees to take appropriate action to satisfy its obligations hereunder with     
respect to use, copying , modification and protection of the Software by        
suitable instructions to its employees or other persons who are permitted access
to the Software, or to any documentation describing or disclosing the same.     

        LICENSEE shall have no liability under this paragraph 5 for disclosure
of information supplied by LICENSOR if and to the extent that: (a) LICENSEE     
establishes that the information was already known to LICENSEE, without         
obligation to keep it confidential, at the time of its receipt from LICENSOR, as
disclosure, (b) LICENSEE establishes that the information was received by       
LICENSEE in good faith from a third party lawfully in possession thereof and    
having no obligation to keep such information confidential, or (c) LICENSEE     
establishes that the information was publicly known at the time of its receipt  
by LICENSEE from LICENSOR or has become publicly known other than by a breach of
the Agreement or other action by LICENSEE.                                      

6. SOFTWARE INSTALLATION/ACCEPTANCE.                                            

      Unless otherwise agreed in writing, Software installation shall take
place following execution of this Agreement upon Designated System(s) which     
LICENSEE has notified LICENSOR in writing are operational and available for     
installation during normal working hours on normal working days, excepting      
LICENSEE or LICENSOR-observed holidays. LICENSEE shall pay to LICENSOR an       
installation fee in the amount indicated in the Quotation of                    

2.  

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which this Agreement forms a part. LICENSEE shall allow LICENSOR full access to 
the installation site during Software installation and shall provide reasonable 
working facilities and scratch media as required in order to effect             
installation, all without charge. LICENSOR installation personnel shall subject 
the Software as installed on a Designated System to LICENSOR's then current     
standard published software acceptance test procedure, and LICENSEE agrees to   
provide written confirmation of successful completion of such test procedure on 
demand. LICENSEE's use of the Software for any purpose other than testing or    
training purposes shall be deemed to constitute acceptance.                     

7. SOFTWARE LICENSE FEES.                                                       

    Use of the Software by LICENSEE shall be subject to the payment of
Initial and Quarterly License Fees for each Software product on each Designated 
System in the amounts specified on the Quotation of which this Agreement forms a
part. Initial License Fees shall be due and payable as of the date on which     
LICENSEE accepts or is deemed to accept the Software ("Acceptance Date"), and   
Quarterly License fees shall be due and payable commencing on the first day of  
the month which is the same as or first follows the Acceptance Date, inclusive  
of a pro rata amount for the period between the Acceptance Date and the first   
payment date, and on the first day of every third month thereafter. All license 
fees shall be due and payable in United States Dollars.                         

 Quarterly License Fee rates shall remain in effect for four (4)
consecutive quarters. Subject to the foregoing, LICENSOR shall have the right to
increase such rates prospectively on an annual basis in a uniform manner with   
respect to all LICENSEEs upon three (3) months advance written notice to take   
effect with the quarter which first commences following the expiration of such  
notice period.                                                                  

8. TERM AND TERMINATION.                                                        

  A. This Agreement is effective from the date first written above
("Commencement Date") until termination as provided herein. Upon termination,   
LICENSEE shall cease all use of the Software and shall return to LICENSOR the   
original(s) and any and all copies of the Software made or furnished hereunder. 

      B. This Agreement may be terminated by LICENSEE by written notice to
LICENSOR given no later than sixty (60) days prior to any anniversary of the    
Commencement Date, to take effect as of such anniversary date.                  

 C. This Agreement may be terminated by LICENSOR sixty (60) days
following the giving of written notice to LICENSEE upon the occurrence of the   
following:                                                                      

3.  

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       (a) Upon failure of LICENSEE to perform any of its existing or future
obligations hereunder if such breach shall continue for a period of fifteen (15)
days after receipt by LICENSEE of written notice from LICENSOR specifying such  
breach;                                                                         

  (b) In the event (i) LICENSEE makes a general assignment for the
benefit of creditors, or transfers all or substantially all of its assets to a  
receiver or a trustee in bankruptcy, (ii) a proceeding is commenced against     
LICENSEE for relief under bankruptcy or similar laws and such proceeding is not 
dismissed within thirty (30) days, or (iii) LICENSEE is adjudged insolvent or   
bankrupt; or                                                                    

         (c) Upon any attempt by LICENSEE to assign this Agreement or any rights
or obligations hereunder without LICENSOR's prior written consent.              

9. INDEMNITY.                                                                   

        LICENSOR will defend at its own expense any action against LICENSEE to
the extent it is based on a claim of direct infringement of a United States     
patent, trademark or copyright by the LICENSOR Software licensed hereunder, and 
pay those damages and costs finally awarded against LICENSEE in such action     
which are attributable to such claim, provided LICENSEE notifies LICENSOR       
promptly in writing of any such action and all prior related claims and gives   
LICENSOR (at LICENSOR's expense) sole control of the defense of same and all    
negotiations for its settlement or compromise. Should any such Software become, 
or in LICENSOR's opinion be likely to become, the subject of a claim of         
infringement, LICENSEE shall permit LICENSOR, at its option and expense, to     
either: (a) procure for LICENSEE the right to continue using the Software, or   
(b) replace or modify the Software to become noninfringing. Notwithstanding the 
foregoing, LICENSOR shall have no liability for any claim of infringement based 
upon (a) the operation or use of the Software in combination with any other     
hardware or software not supplied by LICENSOR, or (b) LICENSEE's modification to
the Software if such claim could have been avoided by the absence of such       
modification.                                                                   

THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO           
INFRINGEMENT OF ANY PROPERTY RIGHT OF A THIRD PARTY BY THE SOFTWARE OR ANY      
PORTION THEREOF ALONE OR IN COMBINATION WITH ANY OTHER PRODUCT.                 

10. WARRANTY.                                                                   

        For each item of Software, LICENSOR warrants for thirty (30) days from
the date such Program is installed at LICENSEE's facilities (the "Installation  
Date"), that such Software, unless modified by LICENSEE, will perform the       
functions described in the                                                      

4.  

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documentation provided by LICENSOR to LICENSEE when properly operated on the    
Designated System and LICENSOR will undertake to correct any reported,          
reproducible and repeatable error condition in accordance with LICENSOR's       
then-prevailing Software Support Policies. LICENSOR does not warrant that the   
operation of the Software will be uninterrupted or error-free, that all Program 
errors will be corrected, that the Software will satisfy LICENSEE's             
requirements, or that the Software will operate in the combinations which       
LICENSEE may select for use. For any breach of the above warranties, LICENSEE's 
exclusive remedy, and LICENSOR's entire liability, shall be the exercise of best
efforts by LICENSOR to correct (including suitable workarounds) the Software    
errors.                                                                         

11. LIMITATION OF LIABILITY.                                                    

        EXCEPT FOR THE EXPRESS WARRANTY IN PARAGRAPH 10 ABOVE, LICENSOR GRANTS
NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, EXCLUDING
HEREBY ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR    
PURPOSE. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR           
OBLIGATIONS OF LICENSOR FOR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE   
DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE.                                   

  LICENSEE agrees that LICENSOR's liability hereunder for damages,
including but not limited to liability for infringement, shall not exceed the   
charges paid by LICENSEE for the particular Software involved. LICENSEE further 
agrees that LICENSOR will not be liable for any lost profit, or for any claim or
demand against LICENSEE by any other party, except a claim for patent, trademark
or copyright infringement as provided herein.                                   

       IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.                   

12. ASSIGNMENT.                                                                 

        This Agreement, including all rights and obligations hereunder, is not
assignable without the prior written consent of LICENSOR. Notwithstanding the   
foregoing, upon any sale of the Designated System by LICENSEE to a third party, 
LICENSEE shall require such party to enter into a License Agreement with        
LICENSOR on LICENSOR's then current standard terms.                             

13. TAXES.                                                                      

     All license fees and amounts payable to LICENSOR under the terms of
this Agreement and the Quotation of which it forms a part are not of and shall  
not be reduced by any tax, including, but not by way of limitation, any use,    
sales, property, import, duty, export, withholding, gross receipts, or          
value-added tax or                                                              

5.  

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other tax or charge of similar nature imposed by any governmental authority upon
or with respect to LICENSOR or LICENSEE, this license, or the license fees      
payable hereunder, excepting only a tax on LICENSOR's net business income.      
LICENSEE agrees to indemnify and hold LICENSOR harmless from any such taxes and 
to pay the same promptly on presentation of LICENSOR's invoice for the same.    

14. GENERAL.                                                                    

     The provisions of the Agreement shall control over the terms of any
present or future agreement except to the extent such agreement expressly       
provides otherwise.                                                             

   This Agreement supersedes all prior agreements and understandings
between the parties related to the subject matter herein and is intended by the 
parties as the complete and exclusive statement of the terms of this Agreement. 
If any of the provisions of this Agreement are invalid under any applicable     
statute or rule of law they are, to the extent they are invalid, deemed omitted,
and the remainder of this Agreement shall remain in full force and effect. This 
Agreement is made in the Commonwealth of Massachusetts, and shall be construed, 
and the legal relations between the parties hereto determined, in accordance    
with the laws applicable to contracts made by Massachusetts residents in, and to
be performed in, Massachusetts. The parties hereto consent to personal          
jurisdiction before and venue in any court of Boston, Massachusetts with respect
to any dispute arising under this Agreement. If either party fails to perform   
any term of this Agreement and the other party does not enforce that term,      
failure to enforce on that occasion shall not prevent enforcement on later      
occasions.                                                                      

15. MODIFICATION.                                                               

         Any deviations from or additions to the terms of this Agreement must be
in writing and will not be valid unless confirmed in writing by duly authorized 
officers of LICENSOR and LICENSEE.                                              

16. NOTICES.                                                                    

      All notices, requests, and demands given to or made upon LICENSOR or
LICENSEE hereunder shall be in writing and delivered or mailed to the address   
first indicated above, or to such other                                         

6.  

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address as LICENSOR or LICENSEE shall designate in writing from time to time.   

                                                POLYGEN CORPORATION ("LICENSOR")

                                                By:_____________________________

                                                Name: __________________________

                                                       _________________________

                        LICENSEE

                                                By:_____________________________

                                                Name:___________________________

                                                     ___________________________

7.  

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SERIAL NUMBERS AND LOCATION OF DESIGNATED SYSTEM(S)                             

Software________________________________    Software_________________________   

System Type___________________0/S_______    System Type_____________0/S______   

Serial No. _____________________________    Serial No. ______________________   

________________________________________    _________________________________   

________________________________________    _________________________________   

Software________________________________    Software_________________________   

System Type_______________ 0/S__________    System Type_________0/S__________   

Serial No. _____________________________    Serial No. ______________________   

________________________________________    _________________________________   

________________________________________    _________________________________   

8.  

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APPENDIX C  

PRICE LIST  

(attached)  

28. 

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APPENDIX C: PRICE LIST  

POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING PRODUCTS PRICE LIST  

PRICING SUMMARY 

JAPAN END-USER BUNDLED PRICE LIST 

EFFECTIVE JANUARY 01, 1992  

--------------------------------------------------
PRICES ARE VALID ONLY WHEN PURCHASED WITH HARDWARE
--------------------------------------------------

PRICES INCLUDE SOFTWARE AND DOCUMENTATION, BUT DO NOT INCLUDE 
HARDWARE, INSTALLATION, TRAINING, OR CONTINUING LICENSE FEES. 

                                                        [Enlarge/Download Table]


-------------------------------------------------------------                                                           
                  SYSTEM SOFTWARE                                                                                Desktop
------------------------------------------------------------------------------------------------------------------------
Part Number     Description                      Revision  Availability     Commercial            Academic        Ann.SU
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
XGBEXX          BIOGRAF (Indigo)                   2.2         Now         Yen5,250,000         Yen2,265,000       4320 
XGNMEXX         NMRgraf (INdigo)                   2.2         Now         Yen3,500,000         Yen1,750,000       2880 
POLEXX          Polaris (Indigo)                   3.0         Now         Yen2,625,000         Yen1,312,500       2160 
XGPGEXX         POLYGRAF (Indigo)                  2.2         Now         Yen7,000,000         Yen3,500,000       5760 
QNTXX           QUANTA (Indigo)                    3.2         Now         Yen3,750,000         Yen1,875,000       3600 
QINORGXX        Inorganic Solids Modeling          3.2         Now         Yen3,750,000         Yen1,875,000       2550 
QPOLYXX         Polymer Dynamics                   3.2         Now         Yen3,750,000         Yen1,875,000       2550 
QPROTXX         Protein Modeling                   3.2         Now         Yen3,750,000         Yen1,875,000       2550 
QSTARXX         X-Ray Structure Analysis           3.2         Now         Yen3,750,000         Yen1,875,000       2550 

NOTE: IF QUANTA is purchased, at least one copy of
networked CHARMm must be available for use. 

                                                        [Enlarge/Download Table]


-------------------------------------------------------------                                                           
                  SYSTEM SOFTWARE                                                                               Personal
-------------------------------------------------------------===========================================================
Part Number     Description                      Revision  Availability     Commercial            Academic        Ann.SU
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
XGBEXX          BIOGRAF (SGI/IBM)                  2.2         Now         Yen7,000,000         Yen3,500,000       5760 
XGNMEXX         NMRgraf (SGI/IBM)                  2.2         Now         Yen5,250,000         Yen2,625,000       4320 
POLEXX          Polaris (SGI)                      3.0         Now         Yen4,375,000         Yen2,187,500       3600 
XGPGEXX         POLYGRAF (SGI/IBM)                 2.2         Now        Yen10,500,000         Yen5,250,000       8640 
QNTXX           QUANTA (SGI/IBM)                   3.2         Now         Yen6,240,000         Yen3,120,000       6000 
QINORGXX        Inorganic Solids Modeling          3.2         Now         Yen4,992,000         Yen2,496,000       3400 
QPOLYXX         Polymer Dynamics                   3.2         Now         Yen4,992,000         Yen2,496,000       3400 
QPROTXX         Protein Modeling                   3.2         Now         Yen4,992,000         Yen2,496,000       3400 
QSTARXX         X-Ray Structure Analysis           3.2         Now         Yen4,992,000         Yen2,496,000       3400 

NOTE: IF QUANTA is purchased, at least one copy of
networked CHARMm must be available for use. 

                                                                [Download Table]


---------------------------------------------------------
            Price per Service Unit (SU)                  
---------------------------------------------------------
                          Level 1              Level 2   
                          -------              -------   
                                                         
   Commercial             Yen220               Yen265    
   Academic               Yen 35               Yen105    
---------------------------------------------------------
                                                        [Enlarge/Download Table]
                                                                                              
                              Polygen/Molecular Simulations Japan Price List                  

Proprietary and Confidential                                                  January 30, 1992

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                                                        [Enlarge/Download Table]


                SYSTEM SOFTWARE                              PROFESSIONAL POWER                                       
-------------------------------------------------------------------------------                                       
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY  COMMERCIAL       ACADEMIC        ANN.SU 
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
XGBHXX          BIOGRAF (SGI/IBM)               2.2             Now           Yen10,500,000     Yen5,250,000     8640 
XGNMHXX         NMRgraf(SGI/IBM)                2.2             Now           Yen 8,750,000     Yen4,375,000     7200 
POLHXX          Polaris(Stardent/SGI)           3.0             Now           Yen 6,125,000     Yen3,062,500     5040 
XGPGHXX         POLYGRAF (SGI/IBM)              2.2             Now           Yen15,750,000     Yen7,875,000    12960 
QNTXX           QUANTA (SGI/IBM)                3.2             Now           Yen 6,240,000     Yen3,120,000     6000 
QINORGXX        Inorganic Solids Modeling       3.2             Now           Yen 4,992,000     Yen2,496,000     3400 
QPOLYXX         Polymer Dynamics                3.2             Now           Yen 4,992,000     Yen2,496,000     3400 
QPROTXX         Protein Modeling                3.2             Now           Yen 4,992,000     Yen2,496,000     3400 
QSTARXX         X-Ray Structure Analysis        3.2             Now           Yen 4,992,000     Yen2,496,000     3400 

        Note: If QUANTA is purchased, at least one copy of networked CHARMm must be available for use.                

                                                        [Enlarge/Download Table]

                QUANTA OPTIONS                                          SGI/IBM                                       
-------------------------------------------------------------------------------                                       
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN.SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
QBDSXX          Brownian Dynamics Sim           3.2             Now             Yen2,500,000    Yen1,250,000     1705 
        Note: Purchase of Brownian Dynamics requires purchase of UHBD                                                 
QCRYSTXX        Crystal Modeling                3.2             Now             Yen2,125,000    Yen1,062,500     1450 
QHELIXXX        Helix Modeling                  3.2             Now             Yen2,125,000    Yen1,062,500     1450 
QMM2XX          MM2 Interface                   3.2             Now             Yen1,250,000    Yen  625,000      850 
QPBEXX          Poisson-Bolzmann Electro        3.2             Now             Yen2,125,000    Yen1,062,500     1450 
        Note: Purchase of Poisson-Boltmann Electrostatics requires purchase of UHBD                                   
QOPINTXX        QUANTA Open Interface           3.2             Now             Yen5,000,000    Yen2,500,000     3410 
QQMIXX          Quantum Mechanics Interface     3.2             Now             Yen2,500,000    Yen1,250,000     1705 
QNMRSXX         NMR Structure                   3.2             Dec, 1991       Yen4,992,000    Yen2,496,000     2400 

                                                        [Enlarge/Download Table]

                QUANTA NMR SOFTWARE                                     SGI/IBM                                       
-------------------------------------------------------------------------------                                       
PART NUMBER     DESCRIPTION                     REVISION        AVAILABILITY    COMMERCIAL      ACADEMIC        ANN.SU
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
QMADXX          MADNMR                          x               Now             Yen3,750,000     Yen1,825,000     2555
QMADPXX         MADNMR+                         x               Now             Yen6,250,000     Yen3,125,000     4260
QDISNOEXX       DISCON/NOESYSIM                 x               Now             Yen2,500,000     Yen1,250,000     1705

              ----------------------------------------------------------
                 PRICE PER SERVICE UNIT (SU)
              ----------------------------------------------------------
                                            Level 1            Level 2
                     Commercial              Yen220             Yen265
                     Academic                Yen 35             Yen105
              ----------------------------------------------------------

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CERIUS SOFTWARE                                 SGI/IBM                         

                                                        [Enlarge/Download Table]


Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Builder Modules                                                                                                        
CSVSXX          Visualizer (required for all)   2.3                Now          Yen   437,500    Yen  218,750       400
CSCRXX          Crystals                        2.3                Now          Yen 1,312,500    Yen  656,250      1200
CSCLRXX         Surfaces                        2.3             Mar., 1992      Yen   437,500    Yen  218,750       400
CSINTXX         Interfaces                      3.0             Mar., 1992      Yen   437,500    Yen  218,750       400
CSPLXX          Polymers                        2.3                Now          Yen   437,500    Yen  218,750       400

Calculation Modules                                                                                                    
CSOF1XX         Open Force Field MM/MD (1)      3.0             Mar., 1992      Yen 6,562,500    Yen3,281,500      6000
CSOF2XX         Open Force Field MM/MD (2)      3.0             Mar., 1992          TBD               TBD           TBD
CSSRPXX         Sorption                        2.3                Now          Yen 2,187,500    Yen1,093,750      2000
CSPCKXX         Crystal Packer                  2.3                Now          Yen 1,312,500    Yen  656,250      1200
CSMPXX          MopacUI                         2.3                Now          Yen   875,000    Yen  437,500      .800
CSSMXX          Statmech                        2.3                Now          Yen 2,625,000    Yen1,312,500      2400
CSDLSXX         DLS-UI                          2.3                Now          Yen 1,093,750    Yen  546,875      1000
CSDF1XX         Diffraction I                   2.3                Now          Yen 2,625,000    Yen1,312,500      2400
CSDF2XX         Diffraction II                  2.3                Now          Yen 1,750,000    Yen  875,000      1600
CSDF3XX         Diffraction III                 2.3                Now          Yen 1,093,750    Yen  546,875      1000
CSDF4XX         Diffraction IV                  2.3                Now          Yen 2,625,000    Yen1,312,500      2400
CSRTVXX         Rietveld                        3.0             Mar., 1992      Yen 1,750,000    Yen  875,000      1600
CSHRXX          HRTEM                           2.3                Now          Yen 2,625,000    Yen1,312,500      2400

NOTE: PRICES INCLUDE FIRST YEAR MAINTENANCE                     

        NOTE: DLS-UI, Sorption, Diffraction I, Diffraction III, HRTEM, Surfaces,
             Interfaces, Crystal Packer, and Rietveld require CERIUS Crystals.

NOTE: StatMech requires CERIUS Polymers.                        

        NOTE: When quoting Open Force Field MM/MD, all Builder Modules should be
included in the quote.                              

  NOTE: Open Force Field MM/MD (1) is for Desktop and Personal/Entry
             machines only. Open Force Field MM/MD (2) is for Professional and
Power machine only.                                 

AVS CHEMISTRYVIEWER                             ALL PLATFORMS                   

                                                        [Enlarge/Download Table]


Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU
---------------------------------------------------------------------------------------------------------------
                                                                                                               
                ChemistryViewer alone                                   Y1,312,500      Y656,250         720   
                ChemistryViewer with AVS                                Y1,750,000      Y875,000        1440   

     NOTE: First year maintenance is required with AVS and ChemistryViewer

---------------------------------------                                         
PRICE PER SERVICE UNIT (SU)                                         
---------------------------------------                                         

                                                                [Download Table]


                Level 1         Level 2
                                       
Commercial      Yen 220         Yen 265
Academic        Yen  35         Yen 105

Proprietary and Confidential    Polygen/Molecular Simulations Japan Price List  
January 30, 1992

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CHARMm                                                             ALL PLATFORMS

                                                        [Enlarge/Download Table]

Part Number     Description                     Revision        Availability    Commercial        Academic         Ann. SU
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
CDESKXX         Desktop CHARMm                   21.3            Now             Yen 3,750,000*    Yen 1,875,000*     2550
CPERSXX         Personal CHARMm                  21.3            Now             Yen 5,990,000*    Yen 2,995,000*     4085
CPROFXX         Professional CHARMm              21.3            Now             Yen10,500,000*    Yen 5,250,000*     7160
CPARLXX         Power CHARMm                     21.3            Now             Yen18,000,000*    Yen 9,000,000*    12270

                NOTE: At least one copy of networked CHARMm must be available for use. Above prices(*) effective          
                      only at time of purchase with QUANTA and include standard discounts. For individual CHARMm          
                      pricing, see pricing below.                                                                         

                NOTE: Desktop CHARMm is only available for the SGI Indigo.                                                

CPERSXX         Personal Stand-alone CHARMm      21.3            Now             Yen11,980,000     Yen 5,990,000      8165
CPROFXX         Professional Stand-alone CHARMm  21.3            Now             Yen15,000,000     Yen 7,500,000     10225
CPARLXX         Power Batch stand-alone CHARMm   21.3            Now             Yen22,500,000     Yen11,250,000     15340
CSUPRXX         Super Stand-alone CHARMm         21.3            Now             Yen55,000,000     Yen27,500,000     37500
CSUPRLXX        Ltd. License Super CHARMm        21.3            Now             Yen33,000,000     Yen16,500,000     22500
CSRCXX          CHARMm Source Code               21.3            Now             Yen12,500,000     Yen 6,250,000      8520

NOTE: CHARMm source code may only be purchased in addition to a 
standard CHARMm object license.                     

X-PLOR                                                            ALL PLATFORMS 

                                                        [Enlarge/Download Table]


Part Number     Description                     Revision        Availability    Commercial        Academic         Ann. SU
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
XPERSXX         Personal X-PLOR                 2.11            Now             Yen 7,488,000     Yen 3,744,000       5105
XPROFXX         Professional X-PLOR             2.11            Now             Yen11,000,000     Yen 5,500,000       7500
XPARLXX         Power X-PLOR                    2.11            Now             Yen16,000,000     Yen 8,000,000      10900
XSUPRXX         Super X-PLOR                    2.11            Now             Yen33,500,000     Yen16,750,000      22840
XSUPRLXX        Ltd. License Super X-PLOR       2.11            Now             Yen19,500,000     Yen 9,750,000      13295
XSRCXX          X-PLOR Source Code              2.11            Now             Yen12,500,000     Yen 6,250,000       8520

        NOTE: X-PLOR source code may only be purchased in addition to a standard
X-PLOR object license.                              

UHBD                                                              ALL PLATFORMS 

                                                        [Enlarge/Download Table]


Part Number     Description                     Revision        Availability    Commercial       Academic           Ann. SU
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
UPERSXX         Personal UHBD                   2.2             Now             Yen10,000,000     Yen 5,000,000       6820 
UPROFXX         Professional UHBD               2.2             Now             Yen11,250,000     Yen 5,625,000       7670 
UPARLXX         Power UHBD                      2.2             Now             Yen12,500,000     Yen 6,250,000       8520 

GRAF BATCH                                                        ALL PLATFORMS 

                                                        [Enlarge/Download Table]


Part Number     Description                     Revision        Availability    Commercial       Academic         Ann. SU 
------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                          
GRAFBXX         Alliant version                                 Now             Yen10,500,000     Yen 5,250,000       8640
GRAFBXX         DEC version                                     Now             Yen 8,750,000     Yen 4,375,000       7200
GRAFBXX         Convex version                                  Now             Yen14,000,000     Yen 7,000,000      11520
GRAFBXX         Cray version                                    Now             Yen17,500,000     Yen 8,750,000      14400

January 30, 1992        Polygen/Molecular Simulations Japan Price List          
Proprietary and Confidential    

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING PRODUCTS PRICE LIST

HARDWARE CONFIGURATION SUMMARY

EFFECTIVE OCTOBER 01, 1991

SILICON GRAPHICS                                                  IRIS 4D SERIES

                                                        [Enlarge/Download Table]

Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Indigo            Desktop                      xx     xx       16      432/54     1/4" cartridge     4.0.0     Note 2
4D/25 G/TG        Personal/Entry               xx     xx       16      380/54     1/4" cartridge     3.3.3     Note 2
4D/35 G/TG        Personal/Entry               xx     xx       16      380/54     1/4" cartridge     3.3.3     Note 2
4D/310 GTX/VGX    Professional/High-End        xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/320 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/340 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/380 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/420 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/440 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2
4D/480 GTX/VGX    Power/High-End               xx     xx       16      780/54     1/4" cartridge     3.3.3     Note 2

IBM                                                      RISC SYSTEM/6000 SERIES

                                                        [Enlarge/Download Table]

Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Series 320        Personal/Entry               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 520        Professional/Entry           xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 530        Professional/Entry           xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 540        Power/High-End               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3
Series 550        Power/High-End               xx     xx       16      320/54     1/4" cartridge     3.1.5     Notes 2.3

EVANS & SUTHERLAND                                                   ESV SERIES 

                                                        [Enlarge/Download Table]

Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
ESV-5             Entry                        4.0             xx      xx/xx         xx              xx                 
All others        High-End                     4.0             xx      xx/xx         xx              xx                 

Polygen/Molecular Simulations Japan Price List
Proprietary and Confidential                                   January 30, 1992 

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BATCH PROCESSORS                                                                

                                                        [Enlarge/Download Table]

Machine           Category                   MFLOPS   MIPS   Memory    Disk(1)      Tape            O/S        Other 
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Alliant FX40,80   Power/Batch                  xx     xx       xx        xx       8mm cartridge      2.1.02          
Alliant FX2800    Power/Batch                  xx     xx       xx        xx       8mm cartridge      2.1.02          
Convex C-1        Power/Batch                  xx     xx       xx        xx       Reel-to-reel       xx       Note 4 
Convex C-2        Power/Batch                  xx     xx       xx        xx       Reel-to-reel       xx              
Cray X,Y-MP       Super/Batch                  xx     xx       xx        xx       Reel-to-reel       6.0             
Cray 2            Super/Batch                  xx     xx       xx        xx       Reel-to-reel       6.0             
DEC               Batch                        xx     xx       xx        xx       Reel-to-reel       xx       Note 4 
IBM 3090 MVS      Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5 
IBM 3090 VM       Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5 
IBM 3090 AIX      Super                        xx     xx       xx        xx       Reel-to-reel       xx       Note 5 

HARDWARE NOTES                                                                  

1:  Under the Disk column, the first number is the minimum total disk space     
required while the second number is the minimum swap space required.            

2:  FORTRAN is required for the QUANTA Open Interface.                          

3:  The following IBM RS/6000 hardware configuration is required for            
QUANTA/CHARMm software: 24-bit 3D graphics, 24-bit Z-buffer, Ethernet LAN       
adaptor, and the FORTRAN 2.01 run-time libraries (xlfrte 02.01).                

4:  CHARMm, X-PLOR, and UHBD are not supported on the Convex C-1.               

5:  GRAF Batch is not supported on the IBM 3090.                                

PART NUMBERS                                                                    

Replace XX in all software part numbers with the following machine codes:       

                                                                [Download Table]
                                                                                   
4D  All SGI 4D sereis except Indigo  DT  SGI Indigo              ST  Stardent Titan
ES  E&S ESV                          RS  All IBM RS/6000 series                    
FX  Alliant                          C1  Convex C-1              C2  Convex C-2    
CX  Cray X-MP                        CY  Cray Y-MP               CR  Cray 2        
MV  IBM 3090 MVS                     VM  IBM 3090 VM/CMS         AX  IBM 3090 AIX  
VS  DEC VMX                                                                        

Polygen/Molecular Simulations Japan Price List
January 30, 1992                                    Proprietary and Confidential

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Prices are valid only when purchased with hardware                  Page 7 of 9 

CONTINUING LICENSE/MAINTENANCE                                                  

                                                        [Enlarge/Download Table]

Part Number    Description                              Academic Price/S.U.    Commercial Price/S.U.
----------------------------------------------------------------------------------------------------
                                                                                                    
SL1SS          Level 1 (Standard Support)                      Y 35                  Y220           
                  Provides the following services:                                                  
                  Continuing license fee                                                            
                  Upgrade of existing software                                                      
                  Hotline support of products: Calls returned within 4 hours of receipt             

SL2SS          Level 2 (Scientific Support)                    Y105                 Y265            
                  Provides the following services:                                                  
                  Continuing license fee                                                            
                  Upgrade of existing software                                                      
                  Hotline support of products: Calls returned within 1 hour of receipt              
                  Monthly status calls from senior scientific staff members                         
                  Monthly report of software problems                                               
                  Scientific support for modeling problems                                          

SCIENTIFIC PROGRAMS                                                             

                                                        [Enlarge/Download Table]

Part Number    Description                              Cost/Time Period                            
----------------------------------------------------------------------------------------------------
                                                                                                    
SSCON          Scientific Consulting                    Y175,000 per day                            
SPMDL          Molecular Design Lab                     Y700,000 per week                           
                  Seat in Introductory Molecular Modeling Course                                    
                  Use of software on a dedicated machine                                            
                  Access to Polygen and Harvard scientists                                          

     NOTE: A minimum of two weeks is required.                                                      

TRAINING PROGRAMS                                                               

                                                        [Enlarge/Download Table]

Part Number    Description                              Cost/Time Period                            
----------------------------------------------------------------------------------------------------
                                                                                                    
               Introductory Molecular Modeling          Y175,000/3 days                             
               Advanced CHARMm                          Y262,500/2 days                             
               Advanced Protein Modeling                Y262,500/2 days                             
               Advanced Polymer Modeling                Y262,500/2 days                             

Polygen/Molecular Simulations Japan Price List
Proprietary and Confidential                                   January 30, 1992 

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING SOFTWARE PRODUCTS
POLICIES AND PROCEDURES 

EFFECTIVE JANUARY 01, 1992

TITLE                                                                           

All right, title and interest in and to the software licensed and any related   
documentation and any copies thereof which may be made by licensee are and shall
remain the exclusive property of licensor or licensor's licensor, as to software
sublicensed by licensor to licensee; licensor and its licensors are collected   
referred to as the software owners. Any third party software designated in the  
applicable price list as subject to a separate license agreement is subject to  
the terms of the agreement accompanying such software. Each software owner shall
have the right to enforce this agreement against licensee as to such software   
owner's software.                                                               

SOFTWARE LICENSE FEES                                                           

Use of the software by licensee shall be subject to the licensee signing the    
Polygen/Molecular Simulations Standard Software License Agreement.              

UNBUNDLED FEE                                                                   

In the instance where software is not purchased with hardware, the software list
price shall be increased by an additional amount equal to twenty percent (20%)  
of such software list price (the unbundled fee).                                

PAYMENT TERMS                                                                   

Unless otherwise arranged, Polygen/Molecular Simulations will invoice purchaser 
at the time of shipment of each installment on payment terms of each on         
delivery, except where open account credit is established and maintained to     
Polygen/Molecular Simulations' satisfaction, in which case payment terms shall  
be net 30 days from date of shipment. Purchaser shall make all payments as      
provided without regard to whether purchaser has made or may make any inspection
or use of any goods delivered. Any invoiced amount which is not paid when due   
shall bear interest at the rate of 2% per month or the highest rate then        
permitted by law, whichever is less.                                            

WARRANTY                                                                        

The software as delivered and installed on the designated system will conform   
substantially to licensor's then current published program specifications.      
Licensee acknowledges, however, that the software is of such complexity that    
it may have inherent or latent defects and agrees that as licensee's sole remedy
licensor will exercise its best efforts to correct documented program errors    
which licensors's analysis indicates are caused by a defect in the unaltered    
version of the delivered software as installed on an unaltered designated       
system. Licensor does not guarantee the results of any such services or         
represent or warrant that any such error will be corrected. The foregoing       
warranty extends only to licensee and is not applicable to any transferee of the
software license.                                                               

LICENSE TRANSFER POLICY                                                         

All computers and software are expected to be written off over four years.      
Customers will be able to transfer their current software license to a faster   
computer (at the same site) and receive a credit equal to 25% of the lower of   
the price actually paid or the current price for the license for each year left 
in the four years since shipment to the customer by Polygen/Molecular           
Simulations. To receive this credit, the customer must be current on            
maintenance.                                                                    

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TERMS AND CONDITIONS                                                            

Software orders must be accompanied by the software quotation with standard     
quote terms and conditions and a standard software license agreement. Loaners   
must be accompanied by a standard software loaner agreement. Any software       
purchase or loaner which does include the above documents or which documents    
deviate from standard terms must be approved in advance.                        

QUOTE VALIDITY                                                                  

Software quotes are valid for 30 days only.                                     

SOFTWARE LOANER PERIOD                                                          

Unless otherwise arranged, software to commercial organizations may only be     
loaned for a period of 15 days: software to academic institutions may only be   
loaned for a period of 30 days.                                                 

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APPENDIX D

WIRE TRANSFER (BANK) INFORMATION

Bank:         Shawmut Bank, NA              
  One Federal Street
Boston, MA 02211

Routing No.:   ABA 011000206                  

Account No.:   20-103-394-4                   

29. 

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APPENDIX E

PMSI TRADEMARKS 

POLYGRAF

NMRgraf 

BIOGRAF 

CERIUS

X-PLOR

Polaris 

MADNMR

UHBD

The Company may use the foregoing Trademarks which have not been registered in  
Japan. PMSI intends to file applications for registration of these Trademarks   
with the assistance of the Company.                                             

Applications for the following Trademarks are pending before the Patent Office  
of Japan, and upon the approval and registration of such Trademarks in Japan,   
the Company may use such Trademarks in connection with the distribution and     
advertising of the Software:                                                    

CHARMm

QUANTA

 30.

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Exhibit B 

COMMON STOCK PURCHASE AGREEMENT 
February 14, 1992 

between 

POLYGEN CORPORATION 

and 

TEIJIN LIMITED

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                     Page
                                                                     ----
                                                                         
1.       AUTHORIZATION AND SALE; CLOSING...........................    1 
         1.1   Authorization and Sale .............................    1 
         1.2   Closing and Delivery ...............................    1 

2.       REPRESENTATIONS AND WARRANTIES OF PMSI ...................    1 
         2.1      Organization.....................................    1 
         2.2      Subsidiaries.....................................    2 
         2.3      Capitalization...................................    2 
         2.4      Authority Relative to this Agreement.............    2 
         2.5      Shares...........................................    3 
         2.6      Compliance with Law .............................    3 
         2.7      No Conflicts.....................................    3 
         2.8      Governmental Consents ...........................    3 
         2.9      Financial Statements.............................    3 
         2.10     Absence of Certain Changes.......................    4 
         2.11     Employee Plans...................................    5 
         2.12     Properties, Liens, etc. .........................    5 
         2.13     Litigation.......................................    6 
         2.14     Major Contracts .................................    6 
         2.15     Taxes ...........................................    7 
         2.16     Absence of Undisclosed Liabilities...............    7 
         2.17     Governmental Authorizations and Regulations .....    7 
         2.18     Intellectual Property Rights.....................    7 
         2.19     Insurance .......................................    7 
         2.20     Full Disclosure .................................    8 

3.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...........    8 

         3.1      Organization; Authority Relative to this               
                  Agreement .......................................    8 
         3.2      No Conflicts.....................................    8 
         3.3      Governmental Consents ...........................    8 
         3.4      General Investment Representations...............    9 
         3.5      No Public Market.................................    9 

4.       ADDITIONAL AGREEMENTS.....................................    9 

         4.1      Cooperation; Information.........................    9 
         4.2      Legal Conditions.................................   10 
         4.3      Expenses.........................................   10 
         4.4      Additional Actions...............................   10 

i.  

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                                                                [Download Table]
                                                                          
5.       CONDITIONS PRECEDENT ........................................ 10 
         5.1      Conditions of Obligations of PMSI .................. 10 
         5.2      Conditions of Obligations of the Purchaser.......... 11 

6.       TERMINATION.................................................. 11 
         6.1      Termination ........................................ 11 
         6.2      Effect of Termination .............................. 12 

7.       GENERAL PROVISIONS .......................................... 12 
         7.1      Survival of Representations, Warranties and             
                  Agreements.......................................... 12 
         7.2      Notices ............................................ 12 
         7.3      Interpretation...................................... 12 
         7.4      Amendment .......................................... 12 
         7.5      Counterparts........................................ 13 
         7.6      Miscellaneous ...................................... 13 
         7.7      Governing Law ...................................... 13 
         7.8      Dispute Resolution.................................. 13 

EXHIBITS                                                                        

Exhibit  A:       PMSI Disclosure Schedule                    
Exhibit  B:       Certificate of Incorporation of PMSI        
Exhibit  C:       Bylaws of PMSI                              
  Exhibit  D:       Amendment to the Amended and Restated Investor
Rights Agreement          
Exhibit  E:       Opinion of Counsel                          

ii. 

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COMMON STOCK PURCHASE AGREEMENT                                                 

  This Common Stock Purchase Agreement ("Agreement") is made as of
February 14, 1992 between Polygen Corporation, a Delaware corporation, with its 
principal office at 200 Fifth Avenue, Waltham, MA 02154 ("PMSI"), and Teijin    
Limited, a corporation organized under the laws of Japan, with its principal    
office at 6-7, Minamihommachi 1-chome, Chuo-ku, Osaka 541, Japan (the           
"Purchaser").                                                                   

1.       AUTHORIZATION AND SALE; CLOSING.                                       

       1.1 Authorization and Sale. PMSI has authorized the issuance and sale
of an aggregate of Two Million Seven Hundred Sixty-Six Thousand Eight Hundred   
and Twenty-Seven (2,766,827) shares (the "Shares") of its Common Stock pursuant 
to this Agreement. Subject to the terms and conditions hereof, PMSI shall issue 
and sell to the Purchaser, and the Purchaser shall purchase from PMSI, at the   
Closing (defined below), the Shares at a purchase price of $0.8132059 per Share 
for a total of Two Million Two Hundred Fifty Thousand United States Dollars     
(U.S.$2,250,000) (the "Purchase Price").                                        

       1.2 Closing and Delivery. The closing of the issuance and sale of the
Shares under this Agreement (the "Closing") shall be held at 10:00 a.m. on March
6, 1992 (the "Closing Date"), at the offices of Cooley Godward Castro Huddleson 
& Tatum, Palo Alto, California, U.S.A., or at such other time and place as PMSI 
and the Purchaser may agree. At the Closing, subject to the terms and conditions
of this Agreement, PMSI shall deliver to the Purchaser a certificate            
representing the Shares against payment of the Purchase Price by means of a     
check drawn on a U.S. bank or a wire transfer to an account designated by PMSI. 

2.       REPRESENTATIONS AND WARRANTIES OF PMSI                                 

 Except as disclosed or excepted on the PMSI Disclosure Schedule
attached hereto as Exhibit A, PMSI represents and warrants to the Purchaser as  
follows:                                                                        

 2.1 Organization. PMSI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, has all  
requisite corporate power and authority to own, operate or lease its properties 
and assets and to carry on its business as it is now being conducted, and is    
duly qualified to do business and is in good standing in each jurisdiction where
the failure to be so qualified would have a material adverse effect upon its    
business as presently conducted. True and complete copies of PMSI's Certificate 
of Incorporation and Bylaws as in effect on the date hereof are attached hereto 
as Exhibits B and C, respectively.                                              

1.  

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       2.2 Subsidiaries. PMSI does not presently own or control, directly or
indirectly, any equity interest in any corporation, association or business     
entity. PMSI is not, directly or indirectly, a participant in any joint venture 
or partnership.                                                                 

      2.3 Capitalization. The authorized capital stock of PMSI consists of
Eighty Million (80,000,000) shares of Common Stock, par value $.0001, Forty-Two 
Million Five Hundred Seventy Thousand Three Hundred and Fourteen (42,570,314)   
shares of which are currently outstanding. There are Nine Million Six Hundred   
Twenty-Six Thousand Nine Hundred and Forty-Seven (9,626,947) shares of Common   
Stock currently reserved for issuance upon the exercise of stock options under  
PMSI's employee stock option plan (the "PMSI Plan"). All of the outstanding     
shares of the capital stock of PMSI were, and any shares of PMSI Common Stock   
issued upon exercise of options under the PMSI Plan, and any securities issuable
upon the exercise of outstanding warrants to purchase PMSI securities, will be, 
validly issued and are fully paid, nonassessable and not subject to preemptive  
rights created by statute, the Certificate of Incorporation or the Bylaws of    
PMSI or any agreement to which PMSI is a party or is bound, and such capital    
stock, warrants and options have been issued in full compliance with all        
applicable federal and state securities laws. Except for the shares identified  
above as issuable pursuant to the PMSI Plan, except for Three Hundred           
Seventy-Two Thousand Four Hundred and Thirty-Nine (372,439) shares of Common    
Stock issuable upon exercise of outstanding warrants and except as contemplated 
by this Agreement, there are no options, warrants, calls, rights, commitments or
agreements of any character to which PMSI is a party or by which it is bound    
obligating PMSI to issue, deliver or sell additional shares of the capital stock
of PMSI or obligating PMSI to grant, extend or enter into any such option,      
warrant, call, right, commitment or agreement.                                  

  2.4 Authority Relative to this Agreement. PMSI has all requisite
corporate power and authority to enter into, deliver and perform this Agreement 
and to carry out its obligations under this Agreement. The execution and        
delivery of this Agreement and the consummation of the transactions contemplated
hereunder have been duly authorized by its Board of Directors and no other      
corporate proceedings on the part of PMSI are necessary to authorize this       
Agreement or the transactions contemplated hereunder. This Agreement is the     
valid and binding obligation of PMSI enforceable against PMSI in accordance with
its terms, except as limited by applicable bankruptcy, insolvency,              
reorganization, moratorium or other laws of general application relating to or  
affecting enforcement of creditor's rights and by rules of law governing        
specific performance, injunctive relief or other equitable remedies.            

2.  

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       2.5 Shares. The Shares, when issued and delivered to the Purchaser in
accordance with this Agreement, will be duly and validly authorized and issued, 
fully paid and nonassessable.                                                   

         2.6 Compliance with Law. PMSI is in compliance in all material respects
with all laws and regulations applicable to its operations or with respect to   
which compliance is a condition of engaging in its business, except for failures
to comply, which, in the aggregate, would not have a material adverse effect on 
PMSI's business as presently conducted.                                         

      2.7 No Conflicts. Neither the execution, delivery and performance of
this Agreement by PMSI, the consummation of the transactions contemplated by    
this Agreement, nor compliance by PMSI with any of the provisions of this       
Agreement will (i) violate, conflict with or result in a breach of any terms,   
conditions or provisions of the Certificate of Incorporation or the Bylaws of   
PMSI or any material agreement, instrument or obligation to which PMSI is a     
party or by which PMSI may be bound, or give rise to a right of termination,    
cancellation or acceleration of any obligation or to loss of a material benefit 
under, or result in the creation of a material lien or encumbrance on any of the
properties or assets of PMSI under any such material agreement, instrument or   
obligation, except for such violations, breaches, terminations, accelerations,  
losses or impositions of liens which would not, in the aggregate, have a        
material adverse effect on PMSI's business as presently conducted, or (ii) to   
the best of PMSI's knowledge, violate or threaten to violate any judgment,      
ruling, order, writ, injunction, decree, statute, rule or regulation applicable 
to PMSI or any of its properties or assets.                                     

         2.8 Governmental Consents. No consent, approval or authorization of, or
registration or filing with, any court, administrative agency or commission or  
other governmental authority or instrumentality (a "Governmental Entity") is    
required by or with respect to PMSI in connection with the execution and        
delivery of this Agreement by PMSI or the consummation by PMSI of the           
transactions contemplated hereby, except for such consents, approvals, orders,  
authorizations, registrations, declarations and filings as shall have been made 
or obtained prior to the Closing.                                               

2.9      Financial Statements.                                

         (a) PMSI has delivered to the Purchaser copies of its
unaudited balance sheet at December 31, 1991 and its unaudited income           
statement for the year then ended (the financial statements referred to in this 
Section 2.9(a) are hereinafter collectively referred to as the "PMSI Financial  
Statements").                                                                   

3.  

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         (b) The PMSI Financial Statements have been prepared in accordance with
generally accepted accounting principles and applied on a consistent basis      
throughout the periods indicated, except as otherwise set forth in such         
financial statements and the notes thereto; provided, however, that the         
unaudited financial statements are subject to normal, recurring year-end audit  
adjustments which will not, individually or in the aggregate, be material,      
except as may be indicated in the footnotes thereto. Such Financial Statements  
present fairly the financial position of PMSI as of the date thereof and the    
results of operations of PMSI for the period indicated therein (subject, in the 
case of unaudited statements, to normal, recurring audit adjustments). Except as
and to the extent reflected or reserved against in such balance sheet (including
the notes thereto), PMSI does not have any liabilities or obligations (absolute 
or contingent) of a nature required to be or customarily reflected in a balance 
sheet (or the notes thereto) prepared in accordance with generally accepted     
accounting principles consistently applied.                                     

2.10 Absence of Certain Changes. Since December 31, 1991, there has not 
occurred or arisen any of the following:                                        

    (a) any change in the nature of the business, prospects, financial
condition, or manner of conducting the business of PMSI, other than changes in  
the ordinary course of business, none of which has had, or may reasonably be    
expected to have, a material adverse effect on PMSI's business as presently     
conducted; or                                                                   

     (b) any damage or casualty loss (including, without limitation, any
occurrence affecting the soil or groundwater condition of any real property     
presently or formerly owned, operated or leased by PMSI), whether covered by    
insurance or not, having a material adverse effect on PMSI's business as        
presently conducted; or                                                         

         (c) any declaration, setting aside or payment of a dividend (whether in
cash, stock or property) in respect of, or repurchase or redemption of, the     
capital stock of PMSI; or                                                       

         (d) any actual or, to the knowledge of PMSI, threatened strike (whether
asserted or unasserted) or other labor trouble or dispute involving employees of
PMSI that has had or is having a material adverse affect on PMSI's business as  
presently conducted; or                                                         

         (e) any borrowing or lending of money or guarantee of any obligation by
PMSI, except in the ordinary course of business not involving any employee or   
director of PMSI; or                                                            

4.  

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      (f) any disposition of any material properties or assets used in the
business of PMSI, except sales from inventory made in the ordinary course of    
business; or                                                                    

      (g) any violation of or conflict with any applicable laws, statutes,
orders, rules or regulations promulgated or judgment entered by any court,      
Government Entity or other competent authority which, individually or in the    
aggregate, has had or could reasonably be expected to have a material adverse   
effect on PMSI's business as presently conducted; or                            

  (h) any notice of any violation, inquiry or investigation by any
Governmental Entity that has had or could reasonably be expected to have a      
material adverse effect on PMSI's business as presently conducted; or           

   (i) any disposal or lapse of any patent, trademark, trade name or
service mark registration, copyright, copyright registration or any application 
therefor; or                                                                    

  (j) any increase in the compensation of any of PMSI's employees,
officers or directors; or                                                       

  (k) any agreement or arrangement by PMSI to do any of the things
described in this Section 2.10.                                                 

       2.11 Employee Plans. PMSI does not maintain, administer or contribute
to or have any liability under any oral or written pension, profit sharing,     
bonus, incentive, deferred compensation, stock purchase, stock option, group    
insurance (or self-insured program) providing life, health, accident, disability
or other similar coverage, severance pay, retirement or other employee benefit  
plan, agreement or arrangement other than the PMSI Plan.                        

        2.12 Properties, Liens, etc. Except as reflected in the PMSI Financial
Statements or in the notes thereto and except for statutory mechanic's and      
materialmen's liens, liens for current taxes not yet delinquent or liens or     
encumbrances which do not confer upon the secured parties rights to property    
which are material to PMSI, PMSI owns, free and clear of any liens, claims,     
charges, options or other encumbrances, all of its tangible and intangible      
property, real and personal, whether or not reflected in the PMSI Financial     
Statements, except that sold or disposed of in the ordinary course of business  
since December 31, 1991, and all such property acquired since such date, and    
PMSI is not aware of any violation by it of any law, regulation or ordinance    
(including without limitation, laws, regulations or ordinances relating to      
zoning, environmental, city planning or similar matters) relating to PMSI's     
properties or PMSI's business which may reasonably be expected to have a        
material adverse effect on PMSI's business as presently conducted. There are no 
proceedings affecting any of such properties pending or, to the best of         

5.  

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PMSI's knowledge, overtly threatened which may reasonably be expected to        
curtail, materially and adversely, the use of such property for the purpose for 
which it was acquired or the purpose for which it is used.                      

    2.13 Litigation. There is no private or governmental litigation or
proceeding or, to the best of PMSI's knowledge, investigation or claim against  
PMSI pending or, to the knowledge of PMSI, threatened which, if determined      
adversely, may reasonably be expected to have a material adverse effect on      
PMSI's business as presently conducted, and there are no judgments, decrees or  
orders enjoining PMSI in respect of, or the effect of which is to prohibit, any 
business practice or the acquisition of any property or the conduct of business 
in any area which is material to its business as presently conducted.           

2.14 Major Contracts. PMSI is not a party to or bound by any: 

       (a) Union contract or any material employment contract or arrangement
providing for future compensation with any officer, consultant, director or     
employee which is not terminable by it on thirty (30) days' notice or less      
without penalty or obligation to make payments related to such termination;     

    (b) Joint venture contract or arrangement or any similar agreement
which involves a sharing of profits with other parties;                         

     (c) Instrument evidencing indebtedness for borrowed money by way of
direct loan, sale of debt securities, purchase money obligation, conditional    
sale, guarantee, or otherwise, except for trade indebtedness incurred in the    
ordinary course of business and except as disclosed in the PMSI Financial       
Statements;                                                                     

         (d) Contract containing covenants purporting to limit PMSI's freedom to
compete in any line of business in any geographic area;                         

(e) Material license agreement, either as licensor or licensee
(excluding non-exclusive software licenses granted to customers or end-users in 
the ordinary course of business).                                               

 All agreements, instruments, etc. listed in the PMSI Disclosure
Schedule pursuant to this Section 2.14 are valid and in full force and effect   
and PMSI has not, nor to the knowledge of PMSI has any other party thereto,     
breached any material provision of, or is in default in any material respect    
under the terms of, any such agreement, instrument, etc., which breach or       
default may reasonably be expected to have a material adverse effect on         

6.  

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PMSI's business as presently conducted. PMSI is not in default under any        
material lease to which it is a party.                                          

       2.15 Taxes. PMSI has filed all federal, foreign and state tax returns
required to be filed, and has paid, or has made adequate provision or set up an 
adequate accrual or reserve for the payment of, all taxes required to be paid in
respect of the periods for which returns are due (except in any case in an      
amount not material), and in its opinion it has no material liability for taxes 
in excess of the amount so paid or accruals or reserves so established. PMSI is 
not delinquent in the payment of any material tax, assessment or governmental   
charge and is not delinquent in the filing of any tax returns, and no material  
deficiencies for any tax, assessment or governmental charge have been           
threatened, claimed, proposed or assessed. PMSI's federal, foreign and state    
income tax returns have never been audited by the Internal Revenue Service or   
comparable state or foreign agencies. For purposes of this Agreement, the term  
"tax" shall include all federal, state, local and foreign taxes and related     
governmental charges.                                                           

         2.16 Absence of Undisclosed Liabilities. PMSI has no material liability
or obligation, either accrued, absolute, contingent or otherwise which, either  
singly or in the aggregate, exceeds One Hundred Thousand United States Dollars  
(U.S.$100,000) except as reflected in the PMSI Financial Statements.            

 2.17 Governmental Authorizations and Regulations. All licenses,
franchises, permits and other governmental authorizations held by PMSI that are 
material in connection with its business are valid and sufficient for its       
business as presently conducted. PMSI's business is not being conducted in      
violation of any law, ordinance or regulation of any Governmental Entity, except
for such violations that either singularly or in the aggregate do not and will  
not have a material adverse effect on PMSI's business as presently conducted.   

  2.18 Intellectual Property Rights. PMSI has sufficient title and
ownership of, or rights as a licensee under, all patents, trademarks, service   
marks, trade names, copyrights, trade secrets and information (collectively, the
"Proprietary Rights") necessary for its business as now conducted and as        
proposed to be conducted without any conflict with or infringement of the rights
of others, and no other person has made any claim that PMSI is in violation of  
or infringing any Proprietary Rights of any third party, which violation or     
infringement could have a material adverse effect on PMSI's business as         
presently conducted.                                                            

         2.19 Insurance. PMSI maintains valid and enforceable insurance policies
for the assets and operations of PMSI in amounts deemed adequate by PMSI, in    
each case issued by insurers                                                    

7.  

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of recognized national standing. The PMSI Disclosure Schedule lists all claims  
outstanding under such policies, if any, with respect to which PMSI has notified
its respective insurance carriers.                                              

        2.20 Full Disclosure. No statement by PMSI contained in this Agreement
or any written statement or certificate furnished or to be furnished to the     
Purchaser pursuant hereto or in connection with the transactions contemplated   
hereby (when read together) contains any untrue statement of a material fact or 
omits to state a material fact necessary in order to make the statements        
contained herein or therein not misleading in light of the circumstances under  
which they were made.                                                           

3.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.                       

  The Purchaser hereby represents and warrants to PMSI as follows:

       3.1 Organization; Authority Relative to this Agreement. The Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of Japan and has all requisite corporate power and authority to enter into,
deliver and perform this Agreement and to carry out its obligations under this  
Agreement. The execution and delivery of this Agreement and the consummation of 
the transactions contemplated hereunder have been duly authorized by Purchaser's
Board of Directors and no other corporate proceedings on the part of Purchaser  
are necessary to authorize this Agreement or the transactions contemplated      
hereunder. This Agreement is the valid and binding obligation of the Purchaser  
enforceable in accordance with its terms, except as limited by applicable       
bankruptcy, insolvency, reorganization, moratorium or other laws of general     
application relating to or affecting enforcement of creditor's rights and by    
rules of law governing specific performance, injunctive relief or other         
equitable remedies.                                                             

      3.2 No Conflicts. Neither the execution, delivery and performance of
this Agreement by the Purchaser nor the consummation of the transactions        
contemplated hereby will violate or result in a breach of any of the terms,     
conditions or provisions of the Purchaser's Articles of Incorporation or any    
material agreement, instrument or obligation to which the Purchaser is a party  
or by which it is bound or violate any judgment, ruling, order, writ,           
injunction, decree, statute, rule, or regulation applicable to the Purchaser.   

      3.3 Governmental Consents. No consent, approval or authorization of,
or registration or filing with any Governmental Entity is required by or with   
respect to the Purchaser in connection with the execution and delivery of this  
Agreement or the consummation of the transactions contemplated hereby, except   
for                                                                             

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such consents, approvals, orders, authorizations, registrations, declarations   
and filings as shall have been made or obtained prior to the Closing.           

3.4 General Investment Representations.                       

       (a) The Purchaser is acquiring the Shares for its own account, not as
         nominee or agent, for investment and not with a view to, or for
        resale in connection with, any distribution or public offering
      thereof within the meaning of the Securities Act of 1933, as
amended (the "1933 Act").                             

 (b) The Purchaser understands that (i) the Shares have not been
         registered under the 1933 Act by reason of a specific exemption
         therefrom, that the Shares must be held by it indefinitely, and
            that the Purchaser must, therefore, bear the economic risk of such
             investment indefinitely, unless a subsequent disposition thereof is
            registered under the 1933 Act or is exempt from such registration;
             (ii) each certificate representing the Shares will be endorsed with
            a legend in substantially the form specified in Section 2.3 of the
             Amended and Restated Investor Rights Agreement (and may be endorsed
      with any other legend that may be required by any applicable
             securities law) and (iii) PMSI will instruct any transfer agent not
             to register the transfer of any of the Shares unless the conditions
specified in such legend are satisfied.               

       (c) The Purchaser has been furnished with such materials and has been
         given access to such information relating to PMSI as it and its
     representatives have requested and it has been afforded the
            opportunity to ask questions regarding PMSI and the Shares, all as
         it has found necessary to make an informed investment decision.

       (d) By reason of the Purchaser's business or financial experience, or
          the business or financial experience of its advisors, it has the
       capacity to protect its own interests in connection with this
transaction.                                          

        (e) The Purchaser was not formed for the specific purpose of acquiring
the Shares offered hereunder.                         

       3.5 No Public Market. The Purchaser understands that no public market
            now exists for any of the securities issued by PMSI and that there
      is no assurance that a public market will ever exist for the
Shares.                                               

4.       ADDITIONAL AGREEMENTS.                                                 

       4.1 Cooperation; Information.  PMSI and the Purchaser shall cooperate
 in good faith toward the end that the transactions con-

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templated in this Agreement shall be consummated in accordance with this        
Agreement.                                                                      

       4.2 Legal Conditions. PMSI and the Purchaser will take all reasonable
actions necessary to comply promptly with all legal requirements which may be   
imposed on it with respect to the transactions contemplated in this Agreement   
and will promptly cooperate with and furnish information to the other party in  
connection with any such requirements imposed upon the other party in connection
with the transactions contemplated in this Agreement. Each party to this        
Agreement will take all reasonable actions to obtain (and to cooperate with the 
other party in obtaining) any consent, authorization, order or approval of, or  
any exemption by, any Governmental Entity, or other third party, required to be 
obtained or made by such party or the other party in connection with the        
transactions contemplated in this Agreement.                                    

         4.3 Expenses. Each party shall bear its own costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby      
including, without limitation, legal and accounting fees.                       

     4.4 Additional Actions. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all reasonable efforts to   
take, or cause to be taken, all reasonable action and to do, or cause to be     
done, all things reasonably necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the transactions contemplated  
by this Agreement.                                                              

5.       CONDITIONS PRECEDENT.                                                  

      5.1 Conditions of Obligations of PMSI. The obligations of PMSI under
this Agreement are subject to the satisfaction on or prior to the Closing Date  
of the following conditions, unless waived by PMSI:                             

                (a) Government Approvals. All authorizations, consents, orders
or approvals of, or declarations or filings with any Governmental Entity        
necessary for the consummation of the transactions contemplated by this         
Agreement shall have been filed, occurred or been obtained.                     

             (b) Representations and Warranties. The representations and
warranties of the Purchaser set forth in this Agreement shall be true and       
correct in all material respects as of the date of this Agreement and as of the 
Closing Date as though made on and as of the Closing Date.                      

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                  (c) Performance of Obligations of the Purchaser. The Purchaser
shall have performed in all material respects all obligations required to be    
performed by it under this Agreement prior to the Closing Date.                 

           (d) Investor Rights Agreement. The Purchaser shall have
executed and delivered to PMSI the Amendment to the Amended and Restated        
Investor Rights Agreement attached hereto as Exhibit D.                         

        5.2 Conditions of Obligations of the Purchaser. The obligations of the
Purchaser pursuant to this Agreement are subject to the satisfaction on or prior
to the Closing Date of the following conditions, unless waived by the Purchaser:

                  (a) Government Approvals. All authorizations, consents, orders
or approvals of, or declarations or filings with any Governmental Entity        
necessary for the consummation of the transactions contemplated by this         
Agreement shall have been filed, occurred or been obtained.                     

               (b) Representations and Warranties. The representations and
warranties of PMSI set forth in this Agreement shall be true and correct in all 
material respects as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date.                                      

           (c) Performance of Obligations of PMSI. PMSI shall have
performed all obligations required to be performed by it under this Agreement   
prior to the Closing Date.                                                      

               (d) Investor Rights Agreement. PMSI and not less than sixty
percent (60%) of PMSI's stockholders who are parties to the Amended and Restated
Investor Rights Agreement shall have executed and delivered to the Purchaser the
Amendment to the Amended and Restated Investor Rights Agreement attached hereto 
as Exhibit D.                                                                   

            (e) Opinion of Counsel. PMSI shall have delivered to the
Purchaser the written opinion of PMSI's counsel, Cooley Godward Castro Huddleson
& Tatum, in the form attached hereto as Exhibit E, dated as of the Closing Date.

6.       TERMINATION.                                                           

        6.1 Termination. This Agreement may be terminated at any time prior to
the Closing Date:                                                               

       (a) by mutual consent of the Purchaser and PMSI; or

                  (b) by either party if the Closing has not taken place by June
30, 1992.                                                                       

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6.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 6.1, this Agreement shall forthwith become void
and there shall be no liability or obligation on the part of any party or their 
respective officers or directors except that nothing set forth herein shall     
relieve a party hereto from liability for its breach of this Agreement.         

7.       GENERAL PROVISIONS.                                                    

 7.1 Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements in this Agreement or in any related  
instrument shall survive the Closing.                                           

         7.2 Notices. All notices and other communications hereunder shall be in
writing in the English language and shall be deemed to have been given (i) ten  
(10) days after being sent by registered or certified airmail, postage prepaid, 
(ii) three (3) business days after being sent by commercial overnight courier,  
or (iii) two (2) business days after being transmitted by confirmed telecopy to 
the parties at the addresses set forth below (or at such other address for a    
party as shall be specified by like notice):                                    

(a)      if to PMSI, to:                                      

Polygen Corporation                         
200 Fifth Avenue                            
Waltham, Massachusetts 02154                
U.S.A.                                      
Attention: Michael J. Savage, President     

(b)      if to the Purchaser, to:                             

Teijin Limited                              
Iino Building                               
1-1, Uchisaiwai-cho 2-chome                 
Chiyoda-ku                                  
Tokyo 100, Japan                            
Attention: Takehisa Tokunaga, Manager,      
        Information System Development
Department            

     7.3 Interpretation. The table of contents and headings contained in
this Agreement are for reference purposes only and shall not affect in any way  
the meaning or interpretation of this Agreement.                                

7.4 Amendment. This Agreement may not be amended except by an 
instrument in writing signed on behalf of each of the parties hereto.           

12. 

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 7.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be considered one and the same agreement and  
shall become effective when one or more counterparts have been signed and       
delivered by each of the parties, it being understood that all parties need not 
sign the same counterpart.                                                      

         7.6 Miscellaneous. This Agreement and the documents and instruments and
other agreements among the parties hereto (a) constitute the entire agreement   
among the parties with respect to the subject matter hereof and supersede all   
prior agreements and understandings, both written and oral, among the parties   
with respect to the subject matter hereof; (b) are not intended to confer upon  
any other person any rights or remedies hereunder; and (c) shall not be assigned
by operation of law or otherwise except as otherwise specifically provided      
herein.                                                                         

        7.7 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware as applied to contracts entered into and      
performed entirely within Delaware; provided, however, that the provisions of   
this Agreement relating to dispute resolution, as set forth in Section 7.8      
below, shall be governed exclusively by the provisions of the United States     
Arbitration Act (9 U.S.C. Section 1 et. seq.) notwithstanding any different or  
contrary provision of state law.                                                

        7.8 Dispute Resolution. If a dispute arises between the parties hereto
arising out of or in relation to this Agreement, the parties shall use all      
reasonable efforts to resolve the dispute through good faith discussions. The   
senior management of each of the Purchaser and PMSI commits itself to respond   
promptly to any such dispute. In the event that the Purchaser and PMSI are      
unable, after exerting all reasonable efforts, to resolve the said dispute, the 
said dispute shall be finally settled through binding arbitration on the        
following basis:                                                                

                  (a) The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American           
Arbitration Association then in force, by which each of the Purchaser and PMSI  
agrees to be bound. Within thirty (30) days after notice of arbitration has been
given, each of the Purchaser and PMSI shall appoint one (1) arbitrator. The     
arbitrators appointed by the parties shall then appoint a third arbitrator who  
shall serve as the presiding arbitrator.                                        

               (b) If demand for arbitration is made by the Purchaser, the
place of arbitration shall be Boston, Massachusetts, U.S.A., and if demand for  
arbitration is made by PMSI, the place of arbitration shall be Tokyo, Japan.    

           (c) The language to be used in the arbitration shall be
English.                                                                        

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        (d) Any arbitrator may be of any nationality, and need not be a lawyer
or hold any other professional status or membership.                            

      (e) The arbitral award shall be rendered in writing, shall state the
reasons for the award, and shall be final and binding upon the parties hereto.  
In no event shall the arbitral award include a sum of punitive damages.         

      (f) Judgment upon any award may be entered by any court of competent
jurisdiction, or application may be made to such a court for judicial acceptance
of the award and any appropriate order including enforcement.                   

    (g) Each of the Purchaser and PMSI shall bear its own expenses and
attorneys' fees in connection with the arbitration.                             

       IN WITNESS WHEREOF, PMSI and the Purchaser have signed this Agreement
or caused this Agreement to be signed by their respective agents thereunto duly 
authorized, all as of the date first written above.                             

                         POLYGEN CORPORATION

                                By:  /s/ MICHAEL J. SAVAGE
                                              ----------------------------------
                                        Michael J. Savage, President

                    TEIJIN LIMITED

                              By:  /s/ HIROSHI ITAGAKI
                                              ----------------------------------
                              Name:    Hiroshi Itagaki
                            Title:   President and
                                               Chief Executive Officer

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EXHIBIT B 

Exhibit 1 
to the Agreement  
of Merger 

CERTIFICATE OF INCORPORATION OF 
POLYGEN CORPORATION 

ARTICLE I 

The name or this corporation is Polygen Corporation.          

ARTICLE II

         The address of the registered office of the corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of        
Wilmington, County of New Castle. The name of its registered agent at such      
address is The Corporation Trust Company.                                       

ARTICLE III 

       The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized 
under the General Corporation Law of Delaware.                                  

ARTICLE IV

  This corporation is authorized to issue one class of stock to be
designated "Common Stock". The total number of shares which the corporation is  
authorized to issue is eighty million (80,000,000) shares, par value $0.0001 per
share.                                                                          

ARTICLE V 

       Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board 
of Directors is expressly authorized to make, repeal, alter, amend and rescind  
any or all of the Bylaws of the corporation.                                    

ARTICLE VI

        The number of directors of the corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors or  
by the stockholders.                                                            

ARTICLE VII 

        Elections of directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.                                            

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ARTICLE VIII

     A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General Corporation   
Law, or (iv) for any transaction from which the director derived any improper   
personal benefit. If the Delaware General Corporation Law is amended after      
approval by the stockholders of this Article to authorize corporation action    
further eliminating or limiting the personal liability of directors then the    
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as so amended. 

        Any repeal or modification of the foregoing provisions of this Article
VIII by the stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of such     
repeal or modification.                                                         

ARTICLE IX

      The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now 
or hereafter prescribed by statute, and all rights conferred upon stockholders  
herein are granted subject to this reservation.                                 

ARTICLE X 

 The name and address of the sole incorporator of Polygen Merger
Corporation (now known as Polygen Corporation) is as follows:                   

Peter F. Stone                                                                  
Cooley, Godward, Castro,                                                        
Huddleson & Tatum                                                               
Five Palo Alto Square                                                           
Suite 400                                                                       
Palo Alto, California 94306                                                     

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EXHIBIT C 

AMENDED BYLAWS OF 

POLYGEN CORPORATION 

(as amended as of January 22, 1992) 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                     Page
                                                                     ----
                                                                         
ARTICLE I Offices...................................................   1 
         Section 1.  Registered Office .............................   1 
         Section 2.  Other Offices .................................   1 

ARTICLE II Corporate Seal...........................................   1 
         Section 3.  Corporate Seal.................................   1 

ARTICLE III Stockholders' Meetings .................................   1 
         Section 4.  Place of Meetings..............................   1 
         Section 5.  Annual Meeting ................................   2 
         Section 6.  Special Meetings ..............................   2 
         Section 7.  Notice of Meetings ............................   2 
         Section 8.  Quorum ........................................   2 
         Section 9.  Adjournment and Notice of Adjourned                 
                      Meetings .....................................   3 
         Section 10. Voting Rights..................................   3 
         Section 11. Joint Owners of Stock..........................   3 
         Section 12. List of Stockholders ..........................   4 
         Section 13. Action without Meeting ........................   4 
         Section 14. Organization ..................................   5 

ARTICLE IV Directors ...............................................   5 
         Section 15. Number and Term of Office .....................   5 
         Section 16. Powers.........................................   5 
         Section 17. Vacancies .....................................   6 
         Section 18. Resignation ...................................   6 
         Section 19. Removal .......................................   6 
         Section 20. Meetings.......................................   6 
              (a)  Annual Meetings .................................   6 
              (b)  Regular Meetings.................................   7 
              (c)  Special Meetings.................................   7 
              (d)  Telephone Meetings...............................   7 
              (e)  Notice of Meetings...............................   7 
              (f)  Waiver of Notice.................................   7 
         Section 21. Quorum and Voting..............................   8 
              (a)  Quorum...........................................   8 
              (b)  Majority Vote ...................................   8 
         Section 22. Action without Meeting ........................   8 
         Section 23. Fees and Compensation..........................   8 

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                                                                [Download Table]
                                                                          
         Section 24.  Committees ....................................   8 
                 (a)  Executive Committee............................   8 
                 (b)  Other Committees ..............................   9 
                 (c)  Term ..........................................   9 
                 (d)  Meetings ......................................   9 
         Section 25.  Organization ..................................  10 

ARTICLE V Officers ..................................................  10 
         Section 26.  Officers Designated............................  10 
         Section 27.  Tenure and Duties of Officers..................  11 
                 (a)  General........................................  11 
                 (b)  Duties of Chairman of the Board of Directors...  11 
                 (c)  Duties of President............................  11 
                 (d)  Duties of Vice Presidents......................  11 
                 (e)  Duties of Secretary............................  12 
                 (f)  Duties of Treasurer............................  12 
         Section 28.  Resignations ..................................  12 
         Section 29.  Removal........................................  13 

ARTICLE VI Execution of Corporate Instruments and Voting                  
         of Securities Owned by the Corporation......................  13 
         Section 30.  Execution of Corporate Instruments ............  13 
         Section 31.  Voting of Securities Owned by the                   
                       Corporation ..................................  13 

ARTICLE VII Shares of Stock..........................................  14 
         Section 32.  Form and Execution of Certificates ............  14 
         Section 33.  Lost Certificates..............................  14 
         Section 34.  Transfers......................................  14 
         Section 35.  Fixing Record Dates............................  15 
         Section 36.  Registered Stockholders........................  15 

ARTICLE VIII Other Securities of the Corporation ....................  15 
         Section 37.  Execution of Other Securities..................  15 

ARTICLE IX Dividends ................................................  16 
         Section 38.  Declaration of Dividends ......................  16 
         Section 39.  Dividend Reserve ..............................  16 

ARTICLE X Fiscal Year................................................  17 
         Section 40.  Fiscal Year....................................  17 

ARTICLE XI Indemnification of Officers,                                   
         Directors, Employees and Agents ............................  17 
         Section  42. Indemnification in Derivative Actions .........  17 
         Section  43. Indemnification upon Successful Defense .......  18 
         Section  45. Authority to Advance Expenses .................  18 
         Section  46. Provisions Nonexclusive .......................  19 

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                                                                [Download Table]
                                                                        
Section 47.  Authority to Insure.................................... 19 
Section 48.  Definition of Corporation.............................. 19 
Section 49.  Severability .......................................... 19 
ARTICLE XII Notices ................................................ 20 
         Section 50.  Notices ...................................... 20 
         (a)  Notice to Stockholders................................ 20 
         (b)  Notice to Directors .................................. 20 
         (C)  Address Unknown ...................................... 20 
         (d)  Affidavit of Mailing.................................. 20 
         (e)  Time Notices Deemed Given ............................ 20 
         (f)  Methods of Notice.... ................................ 21 
         (g)  Failure to Receive Notice ............................ 21 
         (h)  Notice to Person with Whom Communication Is               
              Unlawful.............................................. 21 
ARTICLE XIII Amendments ............................................ 21 
         Section 51.  Amendments.................................... 21 

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BYLAWS

OF

POLYGEN CORPORATION 
(a Delaware corporation)
(as amended as of January 22, 1992) 

ARTICLE I 

Offices 

        Section 1. Registered Office. The registered office of the corporation
in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of its registered agent at   
such address is The Corporation Trust Company.                                  

        Section 2. Other Offices. The corporation shall also have and maintain
an office or principal place of business in Waltham, Massachusetts, at such     
place as may be fixed by the Board of Directors, and may also have offices at   
such other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.                                                                        

ARTICLE II

Corporate Seal

      Section 3. Corporate Seal. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate             
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.                                

ARTICLE III 

Stockholders' Meetings

   Section 4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of  
Delaware, as may be designated from time to time by the Board of Directors, or, 
if not so designated, then at the office of the corporation required to be      
maintained pursuant to Section 2 hereof.                                        

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      Section 5. Annual Meeting. The annual meeting of the stockholders of
the corporation for the purpose of election of Directors and for such other     
business as may lawfully come before it shall be held on such date and at such  
time as may be designated from time to time by the Board of Directors.          

      Section 6. Special Meetings. Special meetings of the stockholders of
the corporation may be called, for any purpose or purposes, by the President or 
the Board of Directors at any time. Upon written request of any stockholder or  
stockholders holding in the aggregate twenty percent (20%) of the voting power  
of all stockholders delivered in person or sent by registered mail to the       
President or Secretary, the Secretary shall call a special meeting of           
stockholders to be held at the office of the corporation required to be         
maintained pursuant to Section 2 hereof at such time as the Secretary may fix,  
such meeting to be held not fewer than ten (10) nor more than sixty (60) days   
after the receipt of such request, and if the Secretary shall neglect or refuse 
to call such meeting, within seven (7) days after the receipt of such request,  
the stockholder making such request may do so.                                  

       Section 7. Notice of Meetings. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not fewer than ten (10) nor more than sixty (60) days before the 
date of the meeting to each stockholder entitled to vote at such meeting, such  
notice to specify the place, date and hour and purpose or purposes of the       
meeting. Notice of the time, place and purpose of any meeting of stockholders   
may be waived in writing, signed by the person entitled to notice thereof,      
either before or after such meeting, and will be waived by any stockholder by   
his attendance thereat in person or by proxy, except when the stockholder       
attends a meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not lawfully 
called or convened. Any stockholder so waiving notice of such meeting shall be  
bound by the proceedings of any such meeting in all respects as if due notice   
thereof had been given.                                                         

  Section 8. Quorum. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by     
these Bylaws, the presence, in person or by proxy duly authorized, of the       
holders of a majority of the outstanding shares of stock entitled to vote shall 
constitute a quorum for the transaction of business. Any shares, the voting of  
which at said meeting has been enjoined, or which for any reason cannot be      
lawfully voted at such meeting, shall not be                                    

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counted to determine a quorum at such meeting. In the absence of a quorum any   
meeting of stockholders may be adjourned, from time to time, by vote of the     
holders of a majority of the shares represented thereat, but no other business  
shall be transacted at such meeting. The stockholders present at a duly called  
or convened meeting, at which a quorum is present, may continue to transact     
business until adjournment, notwithstanding the withdrawal of enough            
stockholders to leave less than a quorum. Except as otherwise provided by law,  
the Certificate of Incorporation or these Bylaws, all action taken by the       
holders of a majority of the voting power represented at any meeting at which a 
quorum is present shall be valid and binding upon the corporation.              

         Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time by  
the vote of a majority of the shares, the holders of which are present either in
person or by proxy. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are    
announced at the meeting at which the adjournment is taken. At the adjourned    
meeting, the corporation may transact any business which might have been        
transacted at the original meeting. If the adjournment is for more than thirty  
(30) days, or if after the adjournment a new record date is fixed for the       
adjourned meeting, a notice of the adjourned meeting shall be given to each     
stockholder of record entitled to vote at the meeting.                          

 Section 10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as     
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of     
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every   
person entitled to vote or execute consents shall have the right to do so either
in person or by an agent or agents authorized by a written proxy executed by    
such person or his duly authorized agent, which proxy shall be filed with the   
Secretary at or before the meeting at which it is to be used. An agent so       
appointed need not be a stockholder. No proxy shall be voted on after three (3) 
years from its date of creation unless the proxy provides for a longer period.  
All elections of Directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation.                                            

         Section 11. Joint Owners of Stock. If shares or other securities having
voting power stand of record in the names of                                    

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two (2) or more persons, whether fiduciaries, members of a partnership, joint   
tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2)
or more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary is given written notice to the contrary and is furnished   
with a copy of the instrument or order appointing them or creating the          
relationship wherein it is so provided, their acts with respect to voting shall 
have the following effect: (a) if only one (1) votes, his act binds all; (b) if 
more than one (1) votes, the act of the majority so voting binds all; (c) if    
more than one (1) votes, but the vote is evenly split on any particular matter, 
each faction may vote the securities in question proportionally, or may apply to
the Delaware Court of Chancery for relief as provided in Section 217(b) of the  
General Corporation Law of Delaware. If the instrument filed with the Secretary 
shows that any such tenancy is held in unequal interests, a majority or         
even-split for the purpose of this subsection (c) shall be a majority or        
even-split in interest.                                                         

         Section 12. List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of 
the stockholders entitled to vote at said meeting, arranged in alphabetical     
order, showing the address of each stockholder and the number of shares         
registered in the name of each stockholder. Such list shall be open to the      
examination of any stockholder, for any purpose germane to the meeting, during  
ordinary business hours, for a period of at least ten (10) days prior to the    
meeting, either at a place within the city where the meeting is to be held,     
which place shall be specified in the notice of the meeting, or, if not         
specified, at the place where the meeting is to be held. The list shall be      
produced and kept at the time and place of meeting during the whole time        
thereof, and may be inspected by any stockholder who is present.                

      Section 13. Action without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required by statute to be taken at any 
annual or special meeting of the stockholders, or any action which may be taken 
at any annual or special meeting of the stockholders, may be taken without a    
meeting, without prior notice and without a vote, if a consent in writing,      
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary  
to authorize or take such action at a meeting at which all shares entitled to   
vote thereon were present and voted. Prompt notice of the taking of the         
corporate action without a meeting by less than unanimous written               

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consent shall be given to those stockholders who have not consented in writing. 

 Section 14. Organization. At every meeting of stockholders, the
chairman of the Board of Directors, or, if a Chairman has not been appointed or 
is absent, the President, or, if the President is absent, the most senior Vice  
President present, or in the absence of any such officer, a chairman of the     
meeting chosen by a majority in interest of the stockholders entitled to Vote,  
present in person or by proxy, shall act as chairman. The Secretary, or, in his 
absence, an Assistant Secretary directed to do so by the President, shall act as
secretary of the meeting.                                                       

ARTICLE IV

Directors 

      Section 15. Number and Term of Office. The number of Directors which
shall constitute the whole of the Board of Directors shall be not fewer than two
(2) nor more than ten (10). The precise number of Directors shall be fixed by   
the Board of Directors and the Board may change such number from time to time   
within the limits set forth in this Section 15; provided, however, that a       
resolution of the Board reducing the number of Directors shall not affect the   
tenure of any Director then in office, each of whom shall continue to serve     
until the earliest of the expiration of his term, his resignation or his removal
in the manner provided in these Bylaws. Except as provided in Section 17, the   
Directors shall be elected by the stockholders at their annual meeting in each  
year and shall hold office until the next annual meeting and until their        
successors shall be duly elected and qualified. Directors need not be           
stockholders unless so required by the Certificate of Incorporation. If for any 
cause, the Directors shall not have been elected at an annual meeting, they may 
be elected as soon thereafter as convenient at a special meeting of the         
stockholders called for that purpose in the manner provided in these Bylaws.    

       Section 16. Powers. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,   
except as may be otherwise provided by statute or by the Certificate of         
Incorporation. The Board of Directors may delegate the management of the        
day-to-day operation of the business of the Corporation to a management company 
or other person, provided that the business and affairs                         

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of the corporation shall be managed and all corporate powers shall be exercised 
under the ultimate direction of the Board of Directors .                        

        Section 17. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any     
increase in the authorized number of Directors may be filled by a majority of   
the Directors then in office, although less than a quorum, or by a sole         
remaining Director, and each Director so elected shall hold office for the      
unexpired portion of the term of the Director whose place shall be vacant and   
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail  
at any meeting of stockholders at which Directors are to be elected (including  
any meeting referred to in Section 19 below) to elect the number of Directors   
then constituting the whole Board of Directors.                                 

 Section 18. Resignation. Any Director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made, 
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more Directors shall resign from the Board of Directors, effective at a      
future date, a majority of the Directors then in office, including those who    
have so resigned, shall have power to fill such vacancy or vacancies, the vote  
thereon to take effect when such resignation or resignations shall become       
effective, and each Director so chosen shall hold office for the unexpired      
portion of the term of the Director whose place shall be vacated and until his  
successor shall have been duly elected and qualified.                           

      Section 19. Removal. At a special meeting of stockholders called for
the purpose in the manner hereinabove provided, the Board of Directors, or any  
individual Director, may be removed from office, with or without cause, and a   
new Director or Directors elected by a vote of stockholders holding a majority  
of the outstanding shares entitled to vote at an election of Directors .        

Section 20.  Meetings.                                        

           (a) Annual Meetings. The annual meeting of the Board of
Directors shall be held immediately after the annual                            

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meeting of stockholders and at the place where such meeting is held. No notice  
of an annual meeting of the Board of Directors shall be necessary and such      
meeting shall be held for the purpose of electing officers and transacting such 
other business as may lawfully come before it.                                  

         (b) Regular Meetings. Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the           
corporation required to be maintained pursuant to Section 2 hereof. Unless      
otherwise restricted by the Certificate of Incorporation, regular meetings of   
the Board of Directors may also be held at any place within or without the State
of Delaware which has been designated by resolution of the Board of Directors or
the written consent of all Directors.                                           

         (c) Special Meetings. Unless otherwise restricted by the Certificate of
Incorporation, special meetings of the Board of Directors may be held at any    
time and place within or without the State of Delaware whenever called by the   
President or a majority of the Directors.                                       

         (d) Telephone Meetings. Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating 
in the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.                            

     (e) Notice of Meetings. Written notice of the time and place of all
regular and special meetings of the Board of Directors shall be given at least  
one (1) day before the date of the meeting. Notice of any meeting may be waived 
in writing at any time before or after the meeting and will be waived by any    
Director by attendance thereat, except when the Director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the       
transaction of any business because the meeting is not lawfully called or       
convened.                                                                       

         (f) Waiver of Notice. The transaction of all business at any meeting of
the Board of Directors, or any committee thereof, however called or noticed, or 
wherever held, shall be as valid as though had at a meeting duly held after     
regular call and notice, if a quorum be present and if, either before or after  
the meeting, each of the Directors not present shall sign a written waiver of   
notice, or a consent to holding such meeting, or an approval of the minutes     
thereof. All such                                                               

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waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.                                           

Section 21.  Quorum and Voting.                               

        (a) Quorum. Unless the Certificate of Incorporation requires a greater
number, a quorum of the Board of Directors shall consist of a majority of the   
exact number of Directors fixed from time to time in accordance with Section 15 
of these Bylaws, but not fewer than one (1); provided, however, at any meeting  
whether a quorum be present or otherwise, a majority of the Directors present   
may adjourn from time to time until the time fixed for the next regular meeting 
of the Board of Directors, without notice other than by announcement at the     
meeting.                                                                        

         (b) Majority Vote. At each meeting of the Board of Directors at which a
quorum is present all questions and business shall be determined by a vote of a 
majority of the Directors present, unless a different vote be required by law,  
the Certificate of Incorporation or these Bylaws.                               

        Section 22. Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted  
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or     
committee, as the case may be, consent thereto in writing, and such writing or  
writings are filed with the minutes of proceedings of the Board of Directors or 
committee.                                                                      

    Section 23. Fees and Compensation. Directors shall not receive any
stated salary for their services as Directors, but by resolution of the Board of
Directors a fixed fee, with or without expense of attendance, may be allowed for
attendance at each meeting and at each meeting of any Committee of the Board of 
Directors. Nothing herein contained shall be construed to preclude any Director 
from serving the corporation in any other capacity as an officer, agent,        
employee, or otherwise and receiving compensation therefor.                     

Section 24.  Committees.                                      

          (a) Executive Committee. The Board of Directors may by
resolution passed by a majority of the whole Board of Directors, appoint an     
Executive Committee to consist of one (1) or more members of the Board of       
Directors. The Executive Committee, to the extent permitted by law and          
specifically                                                                    

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granted by the Board of Directors, shall have and may exercise when the Board of
Directors is not in session all powers of the Board of Directors in the         
management of the business and affairs of the corporation, including, without   
limitation, the power and authority to declare a dividend or to authorize the   
issuance of stock, except such committee shall not have the power or authority  
to amend the Certificate of Incorporation, to adopt an agreement of merger or   
consolidation, to recommend to the stockholders the sale, lease or exchange of  
all or substantially all of the corporation's property and assets, to recommend 
to the stockholders of the corporation a dissolution of the corporation or a    
revocation of a dissolution or to amend these Bylaws.                           

        (b) Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, from time to time appoint such   
other committees as may be permitted by law. Such other committees appointed by 
the Board of Directors shall consist of one (1) or more members of the Board of 
Directors, and shall have such powers and perform such duties as may be         
prescribed by the resolution or resolutions creating such committees, but in no 
event shall such committees have the powers denied to the Executive Committee in
these Bylaws.                                                                   

         (c) Term. The members of all committees of the Board of Directors shall
serve a term coexistent with that of the Board of Directors which shall have    
appointed such committee. The Board of Directors, subject to the provisions of  
subsections (a) or (b) of this Section 24, may at any time increase or decrease 
the number of members of a committee or terminate the existence of a committee. 
The membership of a committee member shall terminate on the date of his death or
voluntary resignation. The Board of Directors may at any time for any reason    
remove any individual committee member and the Board of Directors may fill any  
committee vacancy created by death, resignation, removal or increase in the     
number of members of the committee. The Board of Directors may designate one or 
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members 
thereof present at any meeting and not disqualified from voting, whether or not 
he or they constitute a quorum, may unanimously appoint another member of the   
Board of Directors to act at the meeting in the place of any such absent or     
disqualified member.                                                            

      (d) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive                                               

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Committee or any other committee appointed pursuant to this Section 24 shall be 
held at such times and places as are determined by the Board of Directors, or by
any such committee, and when notice thereof has been given to each member of    
such committee, no further notice of such regular meetings need be given        
thereafter. Special meetings of any such committee may be held at the principal 
office of the corporation required to be maintained pursuant to Section 2       
hereof, or at any place which has been designated from time to time by          
resolution of such committee or by written consent of all members thereof, and  
may be called by any Director who is a member of such committee, upon written   
notice to the members of such committee of the time and place of such special   
meeting given in the manner provided for the giving of written notice to members
of the Board of Directors of the time and place of special meetings of the Board
of Directors. Notice of any special meeting of any committee may be waived in   
writing at any time before or after the meeting and will be waived by any       
Director by attendance thereat, except when the Director attends such special   
meeting for the express purpose of objecting, at the beginning of the meeting,  
to the transaction of any business because the meeting is not lawfully called or
convened. A majority of the authorized number of members of any such committee  
shall constitute a quorum for the transaction of business, and the act of a     
majority of those present at any meeting at which a quorum is present shall be  
the act of such committee.                                                      

  Section 25. Organization. At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or 
is absent, the President, or if the President is absent, the most senior Vice   
President, or, in the absence of any such officer, a chairman of the meeting    
chosen by a majority of the Directors present, shall preside over the meeting.  
The Secretary, or in his absence, an Assistant Secretary directed to do so by   
the President, shall act as secretary of the meeting.                           

ARTICLE V 

Officers

        Section 26. Officers Designated. The officers of the corporation shall
be the Chairman of the Board of Directors, the President, one or more Vice      
Presidents, the Secretary and the Treasurer, all of whom shall be elected at the
annual meeting of the Board of Directors. The order of the seniority of the Vice
Presidents shall be in the order of their nomination, unless otherwise          
determined by the Board of Directors. The Board of                              

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Directors may also appoint one or more Assistant Secretaries, Assistant         
Treasurers, and such other officers and agents with such powers and duties as it
shall deem necessary. The Board of Directors may assign such additional titles  
to one or more of the officers as it shall deem appropriate. Any one person may 
hold any number of offices of the corporation at any one time unless            
specifically prohibited therefrom by law. The salaries and other compensation of
the officers of the corporation shall be fixed by or in the manner designated by
the Board of Directors.                                                         

Section 27.  Tenure and Duties of Officers.                   

    (a) General. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and  
qualified, unless sooner removed. Any officer elected or appointed by the Board 
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the  
Board of Directors.                                                             

       (b) Duties of Chairman of the Board of Directors. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the          
stockholders and the Board of Directors. The Chairman of the Board of Directors 
shall perform other duties commonly incident to his office and shall also       
perform such other duties and have such other powers as the Board of Directors  
shall designate from time to time.                                              

         (c) Duties of President. The President shall preside at all meetings of
the stockholders and at all meetings of the Board of Directors, unless the      
Chairman of the Board of Directors has been appointed and is present. The       
President shall be the chief executive officer of the corporation and shall,    
subject to the control of the Board of Directors, have general supervision,     
direction and control of the business and officers of the corporation. The      
President shall perform other duties commonly incident to his office and shall  
also perform such other duties and have such other powers as the Board of       
Directors shall designate from time to time.                                    

     (d) Duties of Vice Presidents. The Vice Presidents, in the order of
their seniority, may assume and perform the duties of the President in the      
absence or disability of the President or whenever the office of President is   
vacant. The Vice Presidents shall perform other duties commonly incident to     
their office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.   

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           (e) Duties of Secretary. The Secretary shall extend all
meetings of the stockholders and of the Board of Directors, and shall record all
acts and proceedings thereof in the minute book of the corporation. The         
Secretary shall give notice in conformity with these Bylaws of all meetings of  
the stockholders, and of all meetings of the board of directors and any         
committee thereof requiring notice. The secretary shall perform all other duties
given him in these Bylaws and other duties commonly incident to his office and  
shall also perform such other duties and have such other powers as the Board of 
Directors shall designate from time to time. The President may direct any       
Assistant Secretary in the absence or disability of the Secretary, and each     
Assistant Secretary shall perform the duties of the Secretary to assume and     
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the        
President shall designate from time to time.                                    

                 (f) Duties of Treasurer. The Treasurer shall keep or cause to
be kept the books of account of the corporation in a thorough and proper manner,
and shall render statements of the financial affairs of the corporation in such 
form and as often as required by the Board of Directors or the President. The   
Treasurer, subject to the order of the Board of Directors, shall have the       
custody of all funds and securities of the corporation. The Treasurer shall     
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the        
President shall designate from time to time. The President may direct any       
Assistant Treasurer to assume and perform the duties of the Treasurer in the    
absence or disability of the Treasurer, and each Assistant Treasurer shall      
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the        
President shall designate from time to time.                                    

        Section 28. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the          
Secretary. Any such resignation shall be effective when received by the person  
or persons to whom such notice is given, unless a later time is specified       
therein, in which event the resignation shall become effective at such later    
time. Unless otherwise specified in such notice, the acceptance of any such     
resignation shall not be necessary to make it effective.                        

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    Section 29. Removal. Any officer may be removed from office at any
time, either with or without cause, by the vote or written consent of a majority
of the Directors in office at the time, or by any committee or superior officers
upon whom such power of removal may have been conferred by the Board of         
Directors.                                                                      

ARTICLE VI

Execution of Corporate Instruments and Voting 
of Securities Owned by the Corporation

        Section 30. Execution of Corporate Instruments. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation   
the corporate name without limitation, or to enter into contracts on behalf of  
the corporation, except where otherwise provided by law or these Bylaws, and    
such execution or signature shall be binding upon the corporation.              

       Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock     
owned by the corporation, shall be executed, signed or endorsed by the Chairman 
of the Board of Directors, or the President or any Vice President, and by the   
Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All   
other instruments and documents requiring the corporate signature, but not      
requiring the corporate seal, may be executed as aforesaid or in such other     
manner as may be directed by the Board of Directors.                            

        All checks and drafts drawn on banks or other depositories on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.                                                                             

      Section 31. Voting of Securities Owned by the Corporation. All stock
and other securities of other corporations owned or held by the corporation for 
itself, or for other parties in any capacity, shall be voted, and all proxies   
with respect thereto shall be executed, by the person authorized so to do by    
resolution of the Board of Directors, or, in the                                

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absence of such authorization, by the Chairman of the Board of Directors, the   
President, or any Vice President.                                               

ARTICLE VII 

Shares of Stock 

      Section 32. Form and Execution of Certificates. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with  
the Certificate of Incorporation and applicable law. Every holder of stock in   
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President  
or any Vice President and by the Treasurer or Assistant Treasurer or the        
Secretary or Assistant Secretary, certifying the number of shares owned by him  
in the corporation. Where such certificate is countersigned by a transfer agent 
other than the corporation or its employee, or by a registrar other than the    
corporation or its employee, any other signature on the certificate may be a    
facsimile. In case any officer, transfer agent, or registrar who has signed or  
whose facsimile signature has been placed upon a certificate shall have ceased  
to be such officer, transfer agent, or registrar before such certificate is     
issued, it may be issued with the same effect as if he were such officer,       
transfer agent, or registrar at the date of issue. Each certificate shall state 
upon the face or back thereof, in full or in summary, all of the designations,  
preferences, limitations, restrictions on transfer and relative rights of the   
shares authorized to be issued.                                                 

        Section 33. Lost Certificates. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the 
corporation alleged to have been lost, stolen, or destroyed, upon the making of 
an affidavit of that fact by the person claiming the certificate of stock to be 
lost, stolen, or destroyed. The corporation may require, as a condition         
precedent to the issuance of a new certificate or certificates, the owner of    
such lost, stolen, or destroyed certificate or certificates, or his legal       
representative, to advertise the same in such manner as it shall require or to  
give the corporation a surety bond in such form and amount as it may direct as  
indemnity against any claim that may be made against the corporation with       
respect to the certificate alleged to have been lost, stolen, or destroyed.     

     Section 34. Transfers. Transfer of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in person 
or by attorney duly authorized,                                                 

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and upon the surrender of a properly endorsed certificate or certificates for a 
like number of shares.                                                          

    Section 35. Fixing Record Dates. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of   
stockholders or any adjournment thereof, or to express consent to corporate     
action in writing without a meeting, or entitled to receive payment of any      
dividend or other distribution or allotment of any rights, or entitled to       
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in  
advance, a record date, which shall not be more than sixty (60) nor fewer than  
ten (10) days before the date of such meeting, nor more than sixty (60) days    
prior to any other action. If no record date is fixed: (a) the record date for  
determining stockholders entitled to notice of or to vote at a meeting of       
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on  
the day next preceding the day on which the meeting is held; (b) the record date
for determining stockholders entitled to express consent to corporate action in 
writing without a meeting, when no prior action by the Board of Directors is    
necessary, shall be the day on which the first written consent is expressed; and
(c) the record date for determining stockholders for any other purpose shall be 
at the close of business on the day on which the Board of Directors adopts the  
resolution relating thereto. A determination of stockholders of record entitled 
to notice of or to vote at a meeting of stockholders shall apply to any         
adjournment of the meeting; provided, however, that the Board of Directors may  
fix a new record date for the adjourned meeting.                                

        Section 36. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the     
owner of shares to receive dividends, and to vote as such owner, and shall not  
be bound to recognize any equitable or other claim to or interest in such share 
or shares on the part of any other person whether or not it shall have express  
or other notice thereof, except as otherwise provided by the laws of Delaware.  

ARTICLE VIII

Other Securities of the Corporation 

      Section 37. Execution of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates,   
may be signed by the Chairman of                                                

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the Board of Directors, the President or any Vice President, or such other      
person as may be authorized by the Board of Directors, and the corporate seal   
impressed thereon or a facsimile of such seal imprinted thereon and attested by 
the signature of the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer; provided, however, that where any such bond, debenture or  
other corporate security shall be authenticated by the manual signature of a    
trustee under an indenture pursuant to which such bond, debenture or other      
corporate security shall be issued, the signature of the persons signing and    
attesting the corporate seal on such bond, debenture or other corporate security
may be the imprinted facsimile of the signatures of such persons. Interest      
coupons appertaining to any such bond, debenture or other corporate security,   
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an 
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of 
such person. In case any officer who shall have signed or attested any bond,    
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer    
before the bond, debenture or other corporate security so signed or attested    
shall have been delivered, such bond, debenture or other corporate security     
nevertheless may be adopted by the corporation and issued and delivered as      
though the person who signed the same or whose facsimile signature shall have   
been used thereon had not ceased to be such officer of the corporation.         

ARTICLE IX

Dividends 

        Section 38. Declaration of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of             
Incorporation, if any, may be declared by the Board of Directors pursuant to law
at any regular or special meeting. Dividends may be paid in cash, in property,  
or in shares of the capital stock, subject to the provisions of the Certificate 
of Incorporation.                                                               

         Section 39. Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such   
sum or sums as the Board of Directors from time to time, in their absolute      
discretion, think proper as a reserve or reserves to meet contingencies, or for 
equalizing dividends, or for repairing or maintaining any property of the       
corporation, or for such other purpose as the                                   

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Board of Directors shall think conducive to the interests of the corporation,   
and the Board of Directors may modify or abolish any such reserve in the manner 
in which it was created.                                                        

ARTICLE X 

Fiscal Year 

     Section 40.  Fiscal Year.  The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.                               

ARTICLE XI

Indemnification of Officers,
Directors, Employees and Agents 

        Section 41. General Right to Indemnification. Any person who was or is
a party or is threatened to be made a party to any threatened, pending or       
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by   
reason of the fact that he is or was a Director, officer, employee or agent of  
the corporation, or is or was serving at the request of the corporation, or is  
or was serving at the request of the corporation as a director, officer,        
employee or agent of another corporation, partnership, joint venture, trust or  
other enterprise, shall be indemnified by the corporation against expenses      
(including attorneys' fees), judgments, fines and amounts paid in settlement    
actually and reasonably incurred by him in connection with such action, suit or 
proceeding if he acted in good faith and in a manner he reasonably believed to  
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his    
conduct was unlawful. Each such person shall be indemnified to the fullest      
extent permitted by Delaware law. The termination of any action, suit or        
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo   
contendere or its equivalent, shall not, of itself, create a presumption that   
the person did not act in good faith and in a manner which he reasonably        
believed to be in or not opposed to the best interests of the corporation, and, 
with respect to any criminal action or proceeding, had reasonable cause to      
believe that his conduct was unlawful.                                          

       Section 42. Indemnification in Derivative Actions. Any person who was
or is a party or is threatened to be made a party to any threatened, pending or 
completed action or suit by                                                     

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or in the right of the corporation to procure a judgment in its favor by reason 
of the fact that he is or was a Director, officer, employee or agent of the     
corporation or is or was serving at the request of the corporation as a         
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise shall be indemnified by the corporation      
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he   
acted in good faith and in a manner he reasonably believed to be in or not      
opposed to the best interests of the corporation and except that no             
indemnification shall be made in respect of any claim, issue or matter as to    
which such person shall have been adjudged to be liable for negligence or       
misconduct in the performance of his duty to the corporation unless and only to 
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the          
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which   
the Delaware Court of Chancery or such other court shall deem proper.           

         Section 43. Indemnification upon Successful Defense. To the extent that
a Director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 41 and 42 above, or in the defense of any claim, issue or matter    
therein, he shall be indemnified against expenses (including attorneys' fees)   
actually and reasonably incurred by him in connection therewith.                

Section 44. Determination of Right to Indemnification. Any    
indemnification under Sections 41 and 42 (unless ordered by a court) shall be   
made by the corporation only as authorized in the specific case upon a          
determination that indemnification of the Director, officer, employee or agent  
is proper in the circumstances because he has met the applicable standard of    
conduct set forth in Sections 41 and 42. Such determination shall be made (a) by
the Board of Directors by a majority vote of a quorum consisting of Directors   
who were not parties to such action, suit or proceeding, or (b) if such a quorum
is not obtainable, or even if obtainable a quorum of disinterested Directors so 
directs, by independent legal counsel in a written opinion, or (c) by a majority
vote of a quorum of the stockholders.                                           

 Section 45. Authority to Advance Expenses. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the     
corporation in advance of the final                                             

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disposition of such action, suit or proceeding as authorized by the Board of    
Directors in the specific case upon receipt of any undertaking by or on behalf  
of the Director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the           
corporation as authorized in this Article.                                      

      Section 46. Provisions Nonexclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any bylaw, agreement, vote of     
stockholders or disinterested Directors or otherwise, both as to action in his  
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a Director, officer,     
employee or agent and shall inure to the benefit of the heirs, executors and    
administrators of such a person.                                                

   Section 47. Authority to Insure. The corporation is authorized to
purchase and maintain insurance on behalf of any person who is or was a         
Director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of     
another corporation, partnership, joint venture, trust or other enterprise      
against any liability asserted against him and incurred by him in any such      
capacity, or arising out of his status as such, whether or not the corporation  
would have the power to indemnify him against such liability under the          
provisions of this Article.                                                     

         Section 48. Definition of Corporation. For the purposes of this Article
XI, references to "the corporation" include any constituent corporation         
(including any constituent of a constituent) absorbed in a consolidation or     
merger which, if its separate existence had continued, would have had authority 
to indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent        
corporation or is or was serving at the request of such constituent corporation,
partnership, joint venture, trust or other enterprise shall stand in the same   
position under the provisions of this Article XI with respect to the resulting  
or surviving corporation as he would have with respect to such constituent      
corporation if its separate existence had continued.                            

     Section 49. Severability. The invalidity or unenforceability of any
provision of this Article XI shall not                                          

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affect the validity or enforceability of the remaining provisions of this       
Article.                                                                        

ARTICLE XII 

Notices 

Section 50. Notices.                                          

                 (a) Notice to Stockholders. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be    
given in writing, timely and duly deposited in the United States mail, postage  
prepaid, and addressed to his last known post office address as shown by the    
stock record of the corporation or its transfer agent.                          

               (b) Notice to Directors. Any notice required to be given to
any Director may be given by the method stated in subsection (a), or by         
telegram, except that such notice other than one which is delivered personally  
shall be sent to such address as such Director shall have filed in writing with 
the Secretary, or, in the absence of such filing, to the last known post office 
address of such Director.                                                       

          (c) Address Unknown. If no address of a stockholder or
Director to be known, notice may be sent to the office of the corporation       
required to be maintained pursuant to Section 2 hereof.                         

                  (d) Affidavit of Mailing. An affidavit of mailing, executed by
a duly authorized and competent employee of the corporation or its transfer     
agent appointed with respect to the class of stock affected, specifying the name
and address or the names and addresses of the stockholder or stockholders, or   
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the     
statements therein contained.                                                   

                (e) Time Notices Deemed Given. All notices given by mail, as
above provided, shall be deemed to have been given as at the time of mailing and
all notices given by telegram shall be deemed to have been given as at the      
sending time recorded by the telegraph company transmitting the notices.        

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                  (f) Methods of Notice. It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but one        
permissible method may be employed in respect of any one or more, and any other 
permissible method or methods may be employed in respect of any other or others.

              (g) Failure to Receive Notice. The period or limitation of
time within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may   
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
to him in the manner above provided, shall not be affected or extended in any   
manner by the failure of such stockholder or such Director to receive such      
notice.                                                                         

             (h) Notice to Person with Whom Communication Is Unlawful.
Whenever notice is required to be given, under any provision of law or of the   
Certificate of Incorporation or Bylaws of the corporation, to any person with   
whom communication is unlawful, the giving of such notice to such person shall  
not be required and there shall be no duty to apply to any governmental         
authority or agency for a license or permit to give such notice to such person. 
Any action or meeting which shall be taken or held without notice to any such   
person with whom communication is unlawful shall have the same force and effect 
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any         
provision of the Delaware General Corporation Law, the certificate shall state, 
if such is the fact and if notice is required, that notice was given to all     
persons entitled to receive notice except such persons with whom communication  
is unlawful.                                                                    

ARTICLE XIII

Amendments

  Section 51. Amendments. These Bylaws may be repealed, altered or
amended or new Bylaws adopted by the stockholders. The Board of Directors shall 
also have the authority, if such authority is conferred upon the Board of       
Directors by the Certificate of Incorporation, to repeal, alter or amend these  
Bylaws or adopt new Bylaws (including, without limitation, the amendment of any 
new Bylaw setting forth the number of Directors who shall constitute the whole  
Board of Directors) subject to the power of the stockholders to change or repeal
such Bylaws and provided that the Board of Directors shall not make or alter any

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Bylaws fixing the qualifications, classifications, term of office or            
compensation of Directors.                                                      

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EXHIBIT D 

AMENDMENT TO AMENDED AND RESTATED 
INVESTOR RIGHTS AGREEMENT 

       This Amendment to Amended and Restated Investor Rights Agreement (the
"Amendment") is made pursuant to Paragraph 3.3 of the Amended and Restated      
Investor Rights Agreement dated as of October 18, 1991 (the "Agreement") by and 
among POLYGEN CORPORATION, a Delaware corporation (the "Company") and various   
investors in the Company as listed on Exhibit A and B to the Agreement. All     
terms capitalized herein shall have the meanings ascribed to them in the        
Agreement. The undersigned securityholders hereby agree as of February ___, 1992
as follows:                                                                     

RECITALS

     WHEREAS, on October 18, 1991, certain of the securityholders listed
below (the "Securityholders") and the Company entered into the Agreement to     
provide for certain registration, information and other rights set forth therein
for such Securityholders;                                                       

WHEREAS, Section 1.16 of the Agreement provides for an        
agreement for the election of the Company's Board of Directors;                 

     WHEREAS, recently the Board of Directors of the Company approved an
amendment to Section 1.16 of the Agreement to provide for an agreement with     
respect to Board of Directors' representation;                                  

      WHEREAS, the Company and the undersigned Securityholders desire that
such Section 1.16 be amended as set forth herein;                               

    WHEREAS, the Board of Directors also recently approved the sale of
certain shares of the Company's Common Stock to Teijin Limited pursuant to that 
certain Common Stock Purchase Agreement dated on or about February ___, 1992    
(the "Purchase Agreement") ;                                                    

       WHEREAS, in connection with the issuance and sale of such shares, the
Company, Teijin Limited and the undersigned Securityholders desire that Teijin  
Limited be granted the rights                                                   

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as well as the obligations of a Securityholder as set forth in the Agreement;   

      WHEREAS, the Amendment to the Agreement requires the approval of the
Company and the Holders of at least 60% of the Registrable Securities.          

      NOW, THEREFORE, BE IT RESOLVED, for good and valuable consideration,
receipt of which is hereby acknowledged, the Company, Teijin Limited and the    
undersigned Securityholders hereby agree that the Agreement shall be amended by 
this Amendment as follows:                                                      

       1. Section 1.16 of the Agreement shall be deleted in its entirety and
shall read as follows:                                                          

               "1.16 Board of Directors. Each of the undersigned Investors
       agrees until December 31, 1992 to vote its shares of capital stock in
        favor of (a) each of the nine members of the Board of Directors of the
   Company (as constituted immediately after the consummation of the
     Merger, or any successor Director to any of such nine Directors, if
any, if such Director shall have been selected by the Board of
Directors to fill a vacancy on the Board of Directors after a 
        Director's death or resignation) and (b) the tenth member of the Board
  of Directors elected by the Board of Directors to fill the newly
  created vacancy as of January 22, 1992 (or any successor to such
     Director, if such Director shall have been selected by the Board of
Directors to fill a vacancy on the Board after such Director's
resignation or death.)"                                       

      2. Upon the issuance of the shares of Common Stock of the Company to
Teijin Limited pursuant to the Purchase Agreement, Teijin Limited shall be      
deemed to be a party to the Agreement as if an original signatory thereto and   
shall be entitled to all of the rights and agrees to be bound by all of the     
obligations of an "Investor," a "Holder," a "Holder of Registrable Securities"  
and a "Holder of Restricted Securities," as each such term is defined in the    
Agreement.                                                                      

       3. Notwithstanding the foregoing, Teijin Limited shall not be subject
in any way to the terms of the Merger Agreement and Section 2.1 of the Agreement
shall apply to Teijin Limited as if it read as follows:                         

2.  

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             2.1 Restrictions on Transferability. The shares of Common
         Stock of the Company held by the Holders (as hereinafter defined) shall
   not be transferable, except upon the conditions specified in this
        Section 2, which conditions are intended to ensure compliance with the
   provisions of the Securities Act, or, in the case of Section 2.15
        hereof, to assist in an orderly distribution, as the case may be. Each
        holder will cause any proposed transferee of Restricted Securities (as
    hereinafter defined) held by that holder to agree to take and hold
    those securities subject to the provisions and upon the conditions
specified in this Section 2.                                  

      4. The paragraph entitled "Registrable Securities" of Section 2.2 of
the Agreement shall be deleted in its entirety and shall read as follows:       

          ""Registrable Securities" shall mean (i) shares of the
       Company's Common Stock issued upon the automatic conversion of shares
    of each of the Series A, Series B, Series C and Series D Preferred
Stock of the Company pursuant to an amendment to the Company's
        Certificate of Incorporation concurrently with the consummation of the
        Merger; (ii) shares of the Company's Common Stock issued to MSI common
    stockholders pursuant to the Merger Agreement; (iii) shares of the
    Company's Common Stock issuable upon the exercise of the Company's
     Common Stock purchase warrants issued to Technology Funding Secured
         Investors II ("TFSI"); (iv) shares of the Company's Common Stock issued
         to Teijin Limited pursuant to the Purchase Agreement; (v) shares of the
   Company's Common Stock issuable upon the exercise of common stock
         options and common stock purchase warrants issued by MSI to and held by
    the former MSI optionholders and MSI warrantholders assumed by the
   Company in connection with the Merger; and (vi) any shares of the
        Company's Common Stock issued in respect of the Common Stock set forth
     in clauses (i) - (v) immediately above pursuant to any stock split,
stock dividend, recapitalization or similar event."           

       5. Except as otherwise amended herein, the other terms and provisions
of the Agreement shall remain in full force and effect.                         

       6. This Amendment may be executed in any number of counterparts, each
of which may be executed by less that all of                                    

3.  

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the parties hereto and each of which shall constitute one and the same          
instrument.                                                                     

       IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first above written.                                             

                                                 POLYGEN CORPORATION

                                                       By:   ___________________
                                                       Name: ___________________
                                                       Title:___________________

                                            SECURITYHOLDER

                                                       By: _____________________
                                                       Print Name: _____________

                                            TEIJIN LIMITED

                                                       By: _____________________
                                                       Name:    ________________
                                                       Title: __________________

4.  

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EXHIBIT E 

(On Cooley Godward letterhead)

February __, 1992                                                               
[to be dated as of the Closing]                                                 

Teijin Limited                                                                  
6-7, Minamihommachi 1-chome                                                     
Chuo-ku, Osaka 541                                                              
Japan                                                                           

Ladies and Gentlemen:                                                           

We have acted as counsel for Polygen Corporation, a Delaware corporation (the   
"Company"), in connection with the issuance and sale of Two Million Seven       
Hundred Sixty-Six Thousand Eight Hundred and Twenty-Seven (2,766,827) shares of 
the Company's Common Stock ("Shares"), to Teijin Limited (the "Purchaser") under
the Common Stock Purchase Agreement dated as of February __, 1992 (the "Purchase
Agreement") and the Amendment to the Amended and Restated Investor Rights       
Agreement attached thereto as Exhibit D (collectively, the "Agreements"). We are
rendering this opinion pursuant to Section 5.2(e) of the Purchase Agreement.    
Except as otherwise defined herein, capitalized terms used but not defined      
herein have the respective meanings given to them in the Purchase Agreement.    

In connection with this opinion, we have examined and relied upon the           
representations and warranties as to factual matters contained in and made      
pursuant to the Purchase Agreement by the various parties and originals or      
copies certified to our satisfaction, of such records, documents, certificates, 
opinions, memoranda and other instruments as in our judgment are necessary or   
appropriate to enable us to render the opinion expressed below. Where we render 
an opinion "to the best of our knowledge" or concerning an item "known to us" or
our opinion otherwise refers to our knowledge, it is based solely upon (i) an   
inquiry of attorneys within this firm who perform legal services for the        
Company, (ii) receipt of a certificate executed by an officer of the Company    
covering such matters, and (iii) such other investigation, if any, that we      
specifically set forth herein.                                                  

In rendering this opinion, we have assumed: the genuineness and authenticity of 
all signatures on original documents; the authenticity of all documents         
submitted to us                                                                 

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Teijin Limited                                                                  
Page 2                                                                          

as originals; the conformity to originals of all documents submitted to us as   
copies; the accuracy, completeness and authenticity of certificates of public   
officials; and the due authorization, execution and delivery of all documents   
(except the due authorization, execution and delivery by the Company of the     
Agreements), where authorization, execution and delivery are prerequisites to   
the effectiveness of such documents. We have also assumed: that all individuals 
executing and delivering documents had the legal capacity to so execute and     
deliver; that you have received all documents you were to receive under the     
Agreements; that the Agreements are obligations binding upon you; if you are a  
corporation or other entity, that you have filed any required California        
franchise or income tax returns and have paid any required California franchise 
or income taxes; and that there are no extrinsic agreements or understandings   
among the parties to the Agreements that would modify or interpret the terms of 
the Agreements or the respective rights or obligations of the parties           
thereunder.                                                                     

Our opinion is expressed only with respect to the federal laws of the United    
States of America, the laws of the State of California and the General          
Corporation Law of the State of Delaware. We express no opinion as to whether   
the laws of any particular jurisdiction apply, and no opinion to the extent that
the laws of any jurisdiction other than those identified above are applicable to
the subject matter hereof. We are not rendering any opinion as to compliance    
with any antifraud law, rule or regulation relating to securities, or to the    
sale or issuance thereof.                                                       

With regard to our opinion in paragraph 3 below, we have relied on the opinion  
of Brobeck, Phleger & Harrison, dated October 18, 1991, as to capitalization of 
the Company as of the closing of the Company's merger with Molecular Simulations
Incorporated effective as of October 18, 1991.                                  

With regard to the second sentence of our opinion in paragraph 3 below, we have 
examined and relied upon a certificate executed by an officer of the Company, to
the effect that the consideration for all outstanding shares of capital stock of
the Company was received by the Company in accordance with the provisions of the
applicable Board of Directors resolutions and any plan or agreement relating to 
the issuance of such shares, and we have undertaken no independent verification 
with respect thereto.                                                           

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Teijin Limited                                                                  
Page 3                                                                          

On the basis of the foregoing, in reliance thereon and with the foregoing       
qualifications, and subject to the exceptions set forth in the PMSI Disclosure  
Schedule from the Company to the Purchaser dated February ___, 1992, we are of  
the opinion that:                                                               

1. The Company has been duly incorporated and is a validly existing corporation 
in good standing under the laws of the State of Delaware, has the requisite     
corporate power to own, operate and lease its properties and assets and to      
conduct its business as it is currently being conducted and, to the best of our 
knowledge, is qualified as a foreign corporation to do business and is in good  
standing in each jurisdiction in the United States in which the ownership of its
properties or the conduct of its business requires such qualification and where 
any statutory fines or penalties or any corporate disability imposed for the    
failure to qualify would materially and adversely affect the Company, its       
assets, financial condition or operations.                                      

2. The Agreements have been duly and validly authorized, executed and delivered 
by the Company and constitute valid and binding obligations of the Company      
enforceable against the Company in accordance with their respective terms,      
except as rights to indemnity may be limited by applicable laws and except as   
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting creditors' rights, and  
subject to general equity principles and to limitations on availability of      
equitable relief, including specific performance.                               

3. The Company's authorized capital stock consists of Eighty Million            
(80,000,000) common shares of which (excluding the Shares to be issued at the   
Closing) Forty-Two Million Five Hundred Seventy Thousand Three Hundred and      
Fourteen (42,570,314) shares are issued and outstanding. The outstanding shares 
have been duly authorized and validly issued and are fully paid and             
nonassessable. The Shares have been duly authorized, and upon issuance and      
delivery against payment therefor in accordance with the terms of the Purchase  
Agreement, the Shares will be validly issued, outstanding, fully paid and       
nonassessable. To the best of our knowledge, there are no options, warrants,    
conversion privileges, preemptive rights or other rights presently              

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Teijin Limited                                                                  
Page 4                                                                          

outstanding to purchase any of the authorized but unissued capital stock of the 
Company, other than rights created in connection with the transactions          
contemplated by the Agreements, shares reserved for issuance under the PMSI     
Plan, and up to an additional Three Hundred Seventy-Two Thousand Four Hundred   
and Thirty-Nine (372,439) shares of common stock under reserve for issuance upon
exercise of outstanding warrants.                                               

4. To the best of our knowledge, there is no action, proceeding or investigation
pending or overtly threatened against the Company before any court or           
administrative agency that questions the validity of the Agreements or might    
result, either individually or in the aggregate, in any material adverse change 
in the assets, financial condition, or operations of the Company.               

5. All consents, approvals, authorizations, or orders of, and filings,          
registrations, and qualifications with any regulatory authority or governmental 
body in the United States required for the consummation by the Company of the   
transactions contemplated by the Agreements, have been made or obtained, except 
for the filing of a Notice of Transaction Pursuant To Section 25102(f) of the   
California Corporate Securities Law of 1968.                                    

6. The offer and sale of the Shares is exempt from the registration requirements
of the Securities Act of 1933, as amended.                                      

This opinion is intended solely for your benefit and is not to be made available
to or be relied upon by any other person, firm, or entity without our prior     
written consent.                                                                

Very truly yours,                                                               

COOLEY GODWARD CASTRO                                                           
HUDDLESON & TATUM                                                               

By _____________________                                                        
James C. Kitch                                                                  

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Exhibit C 

CORPORATE LICENSE AGREEMENT 

February 14, 1992 

between 

POLYGEN CORPORATION 

and 

TEIJIN LIMITED

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TABLE OF CONTENTS 

                                                                      Page
1.       PROGRAM LICENSE . . . . . . . . . . . . . . . . . . . . . . . .   1    

     1.1.     Rights Granted . . . . . . . . . . . . . . . . . . . .   1
     1.2.     Documentation. . . . . . . . . . . . . . . . . . . . .   2
     1.3.     Shipment of Existing Programs. . . . . . . . . . . . .   2

2.       SUPPORT SERVICES. . . . . . . . . . . . . . . . . . . . . . . .   2    

     2.1.     Technical Support Services . . . . . . . . . . . . . .   2
     2.2.     Maintenance Fees . . . . . . . . . . . . . . . . . . .   3
     2.3.     Incidental Expenses. . . . . . . . . . . . . . . . . .   3

3.       EFFECTIVE DATE; TERM AND TERMINATION. . . . . . . . . . . . . .   3    

     3.1.     Effective Date . . . . . . . . . . . . . . . . . . . .   3
     3.2.     Term . . . . . . . . . . .    . . . . . . . . .    . .   3
     3.3.     Termination . . . . . . . . . . . . . .    . . . . . .   3
     3.4.     Return of Programs Upon Termination of License . . . .   4
3.5.     Retention of Programs Upon Termination of Joint      
              Venture. . . . . . . . . . . . . . . . . . . . . . . .   4

4.       WARRANTIES, REMEDIES, LIMITATION OF LIABILITY . . . . . . . . .   5    

     4.1.     Infringement Indemnity . . . . . . . . . . . . . . . .   5
     4.2.     Warranties, Exclusive Remedies and Disclaimers . . . .   5
     4.3.     Limitation of Liability. . . . . . . . . . . . . . . .   6

5.       PAYMENT PROVISIONS. . . . . . . . . . . . . . . . . . . . . . .   7    

     5.1.     License Fee. . . . . . . . . . . . . . . . . . . . . .   7
5.2.     Invoicing and Payment of Technical Support and       
              Other Fees . . . . . . . . . . . . . . . . . . . . . .   7
     5.3.     Taxes . . . . . . . . . . . . . . .    . . . . . . . .   7

6.       STRATEGIC TECHNOLOGY PARTNERSHIP. . . . . . . . . . . . . . . .   8    

     6.1.     Beta Releases. . . . . . . . . . . . . . . . . . . . .   8
     6.2.     Evaluation and Feedback. . . . . . . . . . . . . . . .   8
     6.3.     Product Development Coordination . . . . . . . . . . .   8
     6.4.     Independent Contractors. . . . . . . . . . . . . . . .   9

7.       GENERAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . .   9    

     7.1.     Nondisclosure and Non-Use. . . . . . . . . . . . . . .   9
     7.2.     Governing Law; Official Language . . . . . . . . . . .  10
     7.3.     Dispute Resolution . . . . . . . . . . . . . . . . . .  10
     7.4.     Notice . . . . . . . . . . . . . . . . . . . . . . . .  11
     7.5.     Severability and Waiver. . . . . . . . . . . . . . . .  12

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    7.6.     Export Administration . . . . . . . . . . . . . . . .  12
    7.7.     Entire Agreement. . . . . . . . . . . . . . . . . . .  12
    7.8.     Nonassignability and Binding Effect . . . . . . . . .  12
    7.9.     Force Majeure . . . . . . . . . . . . . . . . . . . .  13
    7.10.    Survival. . . . . . . . . . . . . . . . . . . . . . .  13
7.11.    Parties Advised by Counsel - No Interpretation       
             Against Drafter . . . . . . . . . . . . . . . . . . .  13

Appendices                                                                      

Appendix A        PMSI Japanese Price List                    

ii. 

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CORPORATE LICENSE AGREEMENT 

        This CORPORATE LICENSE AGREEMENT ("Agreement") is made as of this 14th
day of February, 1992, by and between Polygen Corporation (doing business as    
Polygen Molecular Simulations Incorporated), a Delaware corporation, having its 
principal place of business at 200 Fifth Avenue, Waltham, Massachusetts 02154,  
U.S.A. ("PMSI"), and Teijin Limited, a corporation organized under the laws of  
Japan, having its principal place of business at 6-7, Minamihommachi 1-chome,   
Chuo-ku, Osaka 541, Japan ("Teijin").                                           

    Under the following terms of this Agreement, Teijin will receive a
license from PMSI for all proprietary computational chemistry software programs 
of PMSI, in object code form only, presently marketed by PMSI or PMSI's         
subsidiaries that are described in PMSI's current Japanese price list (the      
"Price List") attached hereto as Appendix A (the "Existing Programs") and any   
new computational chemistry software programs that may be marketed by PMSI or   
PMSI's subsidiaries and distributed in Japan by Teijin Molecular Simulations    
Incorporated (the "JV Company") pursuant to that certain Distributorship        
Agreement dated as of ______________, 1992 to be entered into by and between    
PMSI and the JV Company, together with new versions, revisions, updates,        
maintenance releases and the like to such programs as may be made available from
time to time by PMSI (the Existing Programs, new programs, new versions,        
revisions, updates and maintenance releases are hereinafter collectively        
referred to as the "Programs"). For the purposes of this Agreement, the term    
"Subsidiary" or "Subsidiaries" shall mean any corporation, company or other     
corporate entity in Japan or any other country in the world whose voting stock  
is, at any time during the term of this Agreement, fifty percent (50%) or more  
directly owned by Teijin, and the term "Authorized Subsidiary" or "Authorized   
Subsidiaries" shall mean a Subsidiary that has been authorized by Teijin in     
writing to use the Programs as specified in this Agreement.                     

1.       PROGRAM LICENSE                                                        

1.1.     Rights Granted.                                      

                (a) PMSI hereby grants to Teijin a non-exclusive and, except
as expressly permitted hereunder, non-transferable corporate license to use, and
to authorize each of its Subsidiaries to use, the Programs solely for Teijin's  
and each Subsidiary's own respective internal operations. The parties           
acknowledge and agree, however, that the grant of licenses to Subsidiaries      
located outside of Japan is and shall be conditioned upon prior written notice  
by Teijin to PMSI and the payment of maintenance                                

1.  

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fees for such Programs by Teijin or its Authorized Subsidiaries to PMSI or      
PMSI's agents in such locations.                                                

          (b) As soon as practicable after the execution of this
Agreement, Teijin shall furnish PMSI with a list in the English language of all 
its Authorized Subsidiaries, and Teijin agrees to provide PMSI with updates of  
such list from time to time, upon PMSI's request. Teijin agrees to cause each of
its Authorized Subsidiaries to fully abide by all the terms, conditions,        
obligations and agreements imposed on or undertaken by Teijin under this        
Agreement which apply to its Authorized Subsidiaries, including but not limited 
to those set forth in this Section 1, and Sections 3.4, 4.1, 5.2, 5.3, 6.3, 7.1,
7.2, 7.3, 7.6, and 7.8 hereof. Teijin hereby agrees to indemnify and hold PMSI  
harmless from any breach by its Authorized Subsidiaries of the foregoing        
Sections.                                                                       

                  (c) Teijin agrees not to engage in, nor to cause or permit any
Subsidiary or any other party to engage in, the reverse engineering,            
disassembly, decompilation or any similar manipulation of the Programs.         

             (d) By operation of and performance under this Agreement,
Teijin and its Authorized Subsidiaries acquire only the right to use the        
Programs as specified herein and do not acquire any rights of ownership. All    
rights, title and interest in the Programs shall at all times remain the        
property of PMSI or PMSI's licensors .                                          

       1.2. Documentation. PMSI will provide Teijin with one (1) copy of the
applicable Program user's manual plus any documentation normally shipped to     
customers of PMSI for each CPU on which the Program is installed.               

        1.3. Shipment of Existing Programs. PMSI shall use its best efforts to
ship to Teijin the "MSI Programs" identified on the Price List attached hereto  
as Appendix A on or before April 15, 1992, and the "Polygen Programs" identified
on said Price List on or before July 15, 1992. PMSI shall invoice Teijin for    
such Existing Programs upon shipment of the same, and Teijin agrees to pay PMSI 
the license fee set forth in Section 5.1 hereof upon shipment and in the manner 
set forth in Section 5.1 hereof.                                                

2.       SUPPORT SERVICES                                                       

    2.1. Technical Support Services. The JV Company will, on behalf of
PMSI, provide Teijin and its Authorized Subsidiaries in Japan with technical    
support services, subject to the payment to the JV Company of the maintenance   
fees described in Section 2.2 below and otherwise in accordance with the terms  
of the JV Company's standard form of software maintenance agreement then in     
effect (the "Software Maintenance Agreement"). Technical support                

2.

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for Authorized Subsidiaries located outside of Japan shall be contracted        
directly with PMSI or PMSI's local representative at the prevailing commercial  
rate.                                                                           

 2.2. Maintenance Fees. For the technical support services to be
rendered in Japan by the JV Company to Teijin, Teijin agrees to pay the JV      
Company such maintenance fees as would normally be charged under the JV         
Company's Software Maintenance Agreement for a comparable usage of the Programs 
in Japan, or such other amount as may be negotiated and agreed upon between     
Teijin and the JV Company and approved by PMSI in writing.                      

        2.3. Incidental Expenses. The JV Company shall be reimbursed by Teijin
for all reasonable travel, out-of-pocket and related expenses incurred by the JV
Company for all on-site services requested by Teijin or any Authorized          
Subsidiary. All such amounts shall be invoiced and paid to the JV Company in    
accordance with the terms of the applicable Software Maintenance Agreement in   
effect between Teijin and the JV Company.                                       

3.       EFFECTIVE DATE; TERM AND TERMINATION                                   

         3.1. Effective Date. This Agreement shall become effective on the later
to occur of: (a) the date of first shipment of any of the Existing Programs by  
PMSI, or (ii) the date on which Japanese governmental clearance (whether in the 
form of an approval, notification or otherwise) is obtained with respect to     
Japanese foreign exchange and trade control regulations (the Effective Date").  

      3.2. Term. The term of this Agreement and each license granted under
this Agreement shall commence on the Effective Date and be perpetual unless and 
until terminated as provided in Section 3.3 hereof.                             

3.3. Termination.                                             

                (a) Either party may terminate this Agreement or any license
granted under this Agreement in writing for any material breach of this         
Agreement by the other which is not cured within sixty (60) days following      
notice from the non-breaching party to the breaching party specifying such      
breach. Such termination shall be effective at the end of such sixty (60) days. 
Except as expressly provided herein, the parties acknowledge and agree that     
Teijin's failure to pay the maintenance fees specified in Section 2.2 above     
shall not be deemed to be material breach of this Agreement. The parties further
agree that if Teijin fails to pay such maintenance fees (i) the JV Company shall
no longer be obligated to provide technical support services to Teijin, and (ii)
Teijin shall no longer be entitled to receive any new versions, revisions,      
updates or maintenance releases of any Programs or any new programs marketed by 
PMSI or PMSI's                                                                  

3.  

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subsidiaries. The parties furthermore agree that in the event Teijin or an      
Authorized Subsidiary fails to pay maintenance fees to PMSI or PMSI's agent with
respect to licenses granted outside of Japan to said Authorized Subsidiary, as  
required under Section 1.1(a) above, and does not cure such failure within the  
sixty (60)-day period set forth above, such license and Teijin's right to grant 
any further licenses outside of Japan to said Authorized Subsidiary shall       
terminate, but such termination shall have no effect upon licenses granted to   
Teijin and its Authorized Subsidiaries in the Territory.                        

                (b) Termination of this Agreement shall be without prejudice
to or limitation on any other remedies or any accrued obligations of either     
party.                                                                          

   3.4. Return of Programs Upon Termination of License. If a license
granted under this Agreement is terminated, Teijin shall, and Teijin shall cause
each Authorized Subsidiary to, (a) immediately cease using the applicable       
Programs, and (b) certify in writing to PMSI within sixty (60) days after such  
termination that it has either destroyed, permanently erased or returned to PMSI
the Programs, all related documentation and all copies. This requirement applies
to copies in all forms, partial and complete, in all types of media and computer
memory and storage, and whether or not modified or merged into other programs or
materials.                                                                      

3.5. Retention of Programs Upon Termination of Joint Venture. 
Notwithstanding the provisions of Section 3.4 hereof, in the event that the     
joint venture between PMSI and Teijin is terminated and the JV Company is       
dissolved or otherwise ceases to be jointly owned by PMSI and Teijin, Teijin may
elect to retain the use of Programs on any or all of the CPUs on which the      
Programs have been installed as of the date of termination of the joint venture.
Teijin shall notify PMSI of its election in writing, specifying the CPUs        
involved, within thirty (30) days following the termination of the joint        
venture. For the sake of clarification, the parties acknowledge and agree that  
in the event Teijin elects not to retain PMSI or its designee to provide        
technical support services for the retained Programs at PMSI's then-prevailing  
standard commercial maintenance rate, Teijin shall no longer be entitled to     
receive any new versions, revisions, updates or maintenance releases of any     
Programs or any new programs marketed by PMSI or PMSI's subsidiaries.           

4.

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4.       WARRANTIES, REMEDIES, LIMITATION OF LIABILITY                          

4.1.     Infringement Indemnity.                              

               (a) PMSI will defend Teijin and its Authorized Subsidiaries
against a claim that the Existing Programs furnished and used within the scope  
of this Agreement infringe any third party patent or copyright or other         
intellectual property right ("Claim"), and PMSI will indemnify Teijin and its   
Authorized Subsidiaries for any damages finally awarded or any final settlement 
amount paid based upon a Claim, provided that: (i) Teijin or an Authorized      
Subsidiary notifies PMSI in writing of the details of a Claim within thirty (30)
days after its occurrence, (ii) PMSI has sole control of the defense and all    
related settlement negotiations, and (iii) Teijin and its Authorized            
Subsidiaries provide PMSI (at PMSI's expense for reasonable out-of-pocket-      
expenses) with the assistance, information and authority necessary to perform   
the above.                                                                      

              (b) Notwithstanding any other provision of this Agreement,
PMSI shall have no liability for any Claim based on: (i) a modification by      
Teijin or any Authorized Subsidiary of the Existing Programs, (ii) use of a     
superseded or altered release of the Existing Programs if such Claim would have 
been avoided by use of current or unaltered releases of the Existing Programs   
that PMSI provides hereunder, or (iii) the combination, operation or use of any 
of the Existing Programs furnished under this Agreement with programs or data   
not furnished by PMSI if such Claim would have been avoided by use of the       
Existing Programs without such programs or data.                                

          (c) In the event the Existing Programs are held or are
believed by PMSI to infringe, PMSI shall have the option, at its expense, to (i)
modify the Existing Programs to be non-infringing, (ii) obtain for Teijin a     
license to continue using the Existing Programs, (iii) substitute the Existing  
Programs with other software reasonably suitable to Teijin, or (iv) terminate   
the license for the infringing Existing Programs and refund a pro-rata portion  
of the license fees paid for those Existing Programs, determined by amortizing  
the license fees set forth in the Price List and paid for such infringing       
Existing Programs on a straight-line basis over a five-year period from the     
Effective Date of this Agreement. This Section 4.1 states Teijin's and each     
Authorized Subsidiary's exclusive remedy and PMSI's entire liability for any    
infringement.                                                                   

4.2.     Warranties, Exclusive Remedies and Disclaimers.      

              (a) Warranties. For each Program, PMSI warrants for thirty
(30) days from the date such Program is installed at Teijin's or an Authorized  
Subsidiary's facilities, as the case may be (the "Installation Date"), that such
Program, unless modi-                                                           

5.

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fied by Teijin or an Authorized Subsidiary, will perform the functions described
in the documentation provided by PMSI under Section 1.2 when properly operated  
on the designated hardware and operating system and PMSI will undertake to      
correct any reported, reproducible and repeatable error condition in accordance 
with PMSI's then-prevailing Software Support Policies. PMSI does not warrant    
that the operation of the Programs will be uninterrupted or error-free, that all
Program errors will be corrected, that the Programs will satisfy Teijin's or any
Authorized Subsidiary's requirements, or that the Programs will operate in the  
combinations which Teijin or any Authorized Subsidiary may select for use. For  
any breach of the above warranties, Teijin's and each Authorized Subsidiary's   
exclusive remedy, and PMSI's entire liability, shall be the exercise of best    
efforts by PMSI to correct (including suitable workarounds) the Program errors. 

           (b) Limitations on Warranties. THE WARRANTIES ABOVE ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,      
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR   
PURPOSE AND NON-INFRINGEMENT. The warranties above shall apply only if PMSI's   
examination discloses to PMSI's satisfaction that alleged defects actually exist
and were not caused by Teijin's or any Authorized Subsidiary's misuse,          
unauthorized modifications, neglect, improper installation or testing, attempts 
to repair, or the like, or by accident, fire, power surge or failure, or other  
hazard. Repair or replacement of a part, code or other item does not extend the 
warranty period beyond the initial warranty period which shall begin on the     
respective Installation Date.                                                   

        4.3. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS       
AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER 
PARTY OR ANY SUBSIDIARY OR OTHER THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT  
OR TORT OR BASED ON A WARRANTY, WHETHER OR NOT THE OTHER PARTY OR ANY OTHER     
PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PMSI'S LIABILITY FOR
DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY
TEIJIN UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM TEIJIN'S AND/OR ANY
AUTHORIZED SUBSIDIARY'S USE OF THE PROGRAMS, SUCH LIABILITY SHALL BE LIMITED TO 
A REFUND OF A PRO-RATA PORTION OF THE LICENSE FEES PAID HEREUNDER, DETERMINED BY
AMORTIZING THE LICENSE FEES PAID HEREUNDER ON A STRAIGHT-LINE BASIS OVER A      
FIVE-YEAR PERIOD FROM THE EFFECTIVE DATE OF THIS AGREEMENT. SOME STATES AND     
JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW THE LIMITATION OR       
EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL   
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. TEIJIN ACKNOWLEDGES
THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS AGREEMENT ARE BASED ON, AND
THE LICENSE FEES UNDER THIS AGREEMENT WOULD BE GREATER IN THE ABSENCE OF, THE   
LIMITATIONS DESCRIBED ABOVE.                                                    

6.  

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5.       PAYMENT PROVISIONS                                                     

       5.1. License Fee. In consideration of the licenses and rights granted
to Teijin and its Authorized Subsidiaries under this Agreement, Teijin agrees to
pay PMSI the sum of [*] by wire transfer to the bank account designated by PMSI;
Teijin shall pay [*] of such amount upon the shipment of the "MSI Programs" to  
Teijin pursuant to Section 1.3 hereof, and the balance [*] upon the shipment of 
the "Polygen Programs" to Teijin pursuant to Section 1.3 hereof.                

        5.2. Invoicing and Payment of Technical Support and Other Fees. Except
as otherwise provided in the applicable Software Maintenance Agreement, invoices
for the payment of maintenance fees, technical support and all other applicable 
charges, reimbursed expenses, and the like shall be payable in full in Japa-    
nese yen to the JV Company within (30) days of Teijin's receipt of the invoice  
for same. All amounts shall be paid to the JV Company at a place of its choosing
as specified on the invoice. All overdue amounts shall bear interest at the rate
of two percent (2%) per month or the maximum legal rate, if less; provided that 
nothing herein shall limit PMSI's right to terminate this Agreement under       
Section 3.3 hereof; provided, further, that, except as provided in Section      
3.3(a) above, Teijin's failure to pay the maintenance fees specified in Section 
2.2 shall not, in and of itself, entitle PMSI to terminate this Agreement or the
licenses hereunder.                                                             

        5.3. Taxes. The fees and amounts described or listed in this Agreement
or the Price List do not include, and Teijin shall be responsible for, any      
taxes, documentary stamps or duties, whether withholding or otherwise, or any   
similar assessments that may be applicable under the laws of Japan or any other 
applicable law. If PMSI is required to pay sales, use, property, transfer,      
value-added, or other federal, state, national, local or foreign taxes or duties
based on the licenses granted under this Agreement, the services provided under 
this Agreement, or on Teijin's or its Authorized Subsidiaries' use of the       
Programs, then such taxes and duties shall be billed to and paid by Teijin. This
provision shall not apply to taxes based on PMSI's net income. Notwithstanding  
the foregoing, Japanese income tax may be withheld by Teijin from the license   
fee payable to PMSI pursuant to Section 5.1 hereof, so long as such withholding 
is required by Japanese law. Teijin shall provide PMSI with copies of tax       
receipts or other documents evidencing that such taxes withheld have been paid  
to the Japanese tax authorities. Such evidence shall be forwarded to PMSI no    
later than thirty (30) days after such taxes have been paid.                    

7.  

*  CONFIDENTIAL TREATMENT REQUESTED                                             

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6.       STRATEGIC TECHNOLOGY PARTNERSHIP                                       

       6.1. Beta Releases. The parties acknowledge that this Agreement shall
serve as the basis of a strategic technology partnership between Teijin and     
PMSI, for as long as the JV Company continues to be jointly owned by Teijin and 
PMSI, whereby Teijin shall receive beta releases from PMSI regarding future     
products of PMSI at the same time as such releases are made available to other  
strategic technology partners of PMSI. PMSI agrees to provide such beta releases
to Teijin as described in the preceding sentence, and agrees that no end user in
Japan shall receive software products from PMSI earlier than the same is        
received by Teijin (if Teijin so elects to receive such software products).     

  6.2. Evaluation and Feedback. In return for receipt of such beta
releases from PMSI, Teijin agrees to evaluate and provide written feedback to   
PMSI on the performance and functionability of such beta releases. All beta     
releases and other related information provided to Teijin pursuant to this      
Section 6 shall be subject to the confidentiality provisions of Section 7.1     
hereof.                                                                         

        6.3. Product Development Coordination. Teijin agrees that, for as long
as the JV Company continues to be jointly owned by Teijin and PMSI, it will     
coordinate its product development activities in the field of computational     
chemistry with PMSI such that:                                                  

                (a) Teijin and its Subsidiaries will not, for as long as the
JV Company is in existence, engage in the development, licensing, or sale of any
product (except for "SetPro" which is currently under development and "Materia" 
which is currently being sold) that Competes (as such term is defined below)    
with the Programs or any other software product under development or planned to 
be developed by PMSI and/or PMSI's subsidiaries which are disclosed to Teijin in
writing in sufficient detail to enable Teijin to comply with the provisions of  
this Section 6.3(a). For the purposes of this Agreement, two products shall be  
considered to "Compete" with one another if the sale of one product would       
substantially substitute for the sale of the other product to such customer.    
Without limiting the obligations of the parties hereunder, Teijin and PMSI shall
consult with each other on a yearly basis to determine which products are       
competitive products; and                                                       

               (b) In the event that Teijin and/or any of its Subsidiaries
intends to develop or develops a computational chemistry product (including, if 
appropriate, "SetPro") which could be reasonably interfaced, built upon or      
otherwise combined with software platforms or products of PMSI or those of      
PMSI's subsidiaries, Teijin and/or the Subsidiary in question shall             

8.  

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notify PMSI in writing and shall develop such product, in consultation with     
PMSI, to integrate or otherwise be compatible with PMSI's and PMSI's            
subsidiaries' software platforms or products .                                  

           (c) PMSI grants to Teijin the royalty-free right to use
chemistry backplane and other similar software platforms of PMSI for Teijin to  
develop products in accordance with Section 6.3(b) above for sublicense and     
distribution through the JV Company and PMSI, and PMSI further grants Teijin the
right to use, but not to sublicense or distribute, products of PMSI developed or
to be developed on chemistry backplane or other similar software platforms of   
PMSI in connection therewith.                                                   

In the event that the joint venture between PMSI and Teijin is
terminated and the JV Company is dissolved or otherwise ceases to be jointly    
owned by PMSI and Teijin, the respective obligations of PMSI and Teijin and     
grant of rights to Teijin under Sections 6.1, 6.2 above and this Section 6.3    
shall terminate.                                                                

  6.4. Independent Contractors. Notwithstanding the foregoing, the
relationship of the parties hereto is that of independent contractors and       
nothing contained in this Section or Agreement shall be deemed to create a      
partnership or agency relationship between them.                                

7.       GENERAL TERMS                                                          

      7.1. Nondisclosure and Non-Use. Without the prior written consent of
the supplying party, no receiving party, its officers, agents or employees (and 
in the case of Teijin, its Authorized Subsidiaries' officers, agents and        
employees) shall, in the case of Confidential Information (as defined below) of 
a business nature, both during the term of this Agreement and for a period of   
three (3) years after termination of this Agreement and of all licenses granted 
hereunder for any reason, and in the case of all Confidential Information of a  
technical nature, both during the term of this Agreement and for a period of ten
(10) years after termination of this Agreement for any reason, in any manner    
whatsoever disclose or communicate such information to a third party, except as 
legally required by any governmental or judicial agency, and each party agrees  
to keep such Confidential Information strictly confidential. For the purpose of 
this Agreement, the term "Confidential Information" shall mean and include any  
and all financial and other business information of either party, the Programs, 
the documentation related to the Programs, information related to the Programs  
(including but not limited to technical information such as design              
specifications, instructions and know-how), acquired either directly or         
indirectly by either party hereunder; provided, however, that all such          
Confidential Information shall be clearly marked as                             

9.  

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"confidential" and the term "Confidential Information" shall not include any    
information which:                                                              

                (a) has become or entered the public domain through no fault
of the receiving party; or                                                      

                 (b) was in the demonstrable possession of the receiving party
prior to or at the time of receipt hereunder; or                                

                (c) was or has been obtained lawfully from a third party; or

               (d) has been independently developed by the receiving party
without violation of its obligations under this Agreement, and which independent
development is properly documented by such party.                               

Each party agrees that it shall not use any Confidential Information obtained   
from the other for any purpose whatsoever except in a manner expressly provided 
for in this Agreement. Teijin agrees to cause each of its Authorized            
Subsidiaries to perform the acts required under and to otherwise abide by the   
terms and conditions of this Section 7.1.                                       

  7.2. Governing Law; Official Language. This Agreement is made in
accordance with and shall be governed and construed under the laws of the State 
of Massachusetts, U.S.A., as applied to agreements executed and performed       
entirely in Massachusetts by Massachusetts residents and in no event shall this 
Agreement be governed by the United Nations Convention on Contracts for the     
International Sale of Goods; provided, however, that the provisions of this     
Agreement relating to dispute resolution, as set forth in Section 7.3 below,    
shall be governed exclusively by the provisions of the United States Arbitration
Act (9 U.S.C. Section 1 et. seq.) notwithstanding any different or contrary     
provision of state law. The official text of this Agreement and any Appendix or 
any notice given or accounts or statements required by this Agreement shall be  
in English. In the event of any dispute concerning the construction or meaning  
of this Agreement, reference shall be made only to this Agreement as written in 
English and not to any other translation into any other language.               

         7.3. Dispute Resolution. If a dispute arises between the parties hereto
arising out of or in relation to this Agreement, the parties shall use all      
reasonable efforts to resolve the dispute through good faith discussions. The   
senior management of each of PMSI and Teijin commits itself to respond promptly 
to any such dispute. In the event that PMSI and Teijin are unable, after        
exerting all reasonable efforts, to resolve the said dispute, the said dispute  
shall be finally settled through binding arbitration on the following basis:    

10. 

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                  (a) The arbitration shall be conducted by a panel of three (3)
arbitrators under the International Arbitration Rules of the American           
Arbitration Association then in force, by which each of PMSI and Teijin agrees  
to be bound. Within thirty (30) days after notice of arbitration has been given,
each of PMSI and Teijin shall appoint one (1) arbitrator. The arbitrators       
appointed by the parties shall then appoint a third arbitrator, who shall serve 
as the presiding arbitrator.                                                    

                 (b) If demand for arbitration is made by Teijin, the place of
arbitration shall be Boston, Massachusetts, U.S.A., and if demand for           
arbitration is made by PMSI, the place of arbitration shall be Tokyo, Japan.    

           (C) The language to be used in the arbitration shall be
English.                                                                        

                 (d) Any arbitrator may be of any nationality, and need not be
a lawyer or hold any other professional status or membership .                  

              (e) The arbitral award shall be rendered in writing, shall
state the reasons for the award, and shall be final and binding upon the parties
hereto. In no event shall the arbitral award include a sum of punitive damages. 

              (f) Judgment upon any award may be entered by any court of
competent jurisdiction, or application may be made to such a court for judicial 
acceptance of the award and any appropriate order including enforcement.        

               (g) Each of PMSI and Teijin shall bear its own expenses and
attorneys' fees in connection with the arbitration.                             

        7.4. Notice. All notices concerning this Agreement shall be written in
the English language and shall be deemed to have been received (a) ten (10) days
after being properly airmailed, postage prepaid, (b) three (3) business days    
after being properly sent by commercial overnight courier, or (c) two (2)       
business days after being transmitted by confirmed telecopy, in each case       
addressed to the parties at the addresses set forth below (or at such other     
address for a party as shall be specified by like notice):                      

                 if to PMSI, to:

                     Polygen Corporation
                  200 Fifth Avenue
                    Waltham, MA  02154
        U.S.A.
                                         Attention: Michael J. Savage, President

11. 

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if to Teijin, to:                     

Teijin Limited                        
Iino Building                         
1-1, Uchisaiwai-cho 2-chome           
Chiyoda-ku, Tokyo 100                 
Japan                                 
Attention: Takehisa Tokunaga, Manager 
                         Information System Development Department

  7.5. Severability and Waiver. In the event any provision of this
Agreement is held to be invalid or unenforceable, the valid or enforceable      
portion thereof and the remaining provisions of this Agreement will remain in   
full force and effect. Any waiver (express or implied) by either party of any   
default or breach of this Agreement shall not constitute a waiver of any other  
or subsequent default or breach.                                                

        7.6. Export Administration. Teijin hereby acknowledges and agrees that
it will not export or permit or cause the export of any of the Programs, related
documentation or technical data (which includes, among other things, any        
technical information relating to the Programs, written or otherwise), or any   
product incorporating any Program, related documentation or PMSI technical data,
except to its Authorized Subsidiaries as expressly permitted under Section 1.1  
of this Agreement, and will otherwise comply with applicable export             
administration regulations of the U.S. Department of Commerce and other United  
States government regulations pertaining to the export of technical data and    
equipment and products produced therefrom. Teijin agrees to notify each of its  
Authorized Subsidiaries of all export administration regulations applicable to  
the Programs, related documentation and technical data, and to cause each such  
Authorized Subsidiary to comply with such regulations.                          

   7.7. Entire Agreement. This Agreement, together with the Appendix
attached hereto, constitutes the entire, final, complete and exclusive agreement
between the parties hereto and supersedes all previous agreements or            
representations, written or oral, with respect to the Programs, the services    
specified herein, and the licensing and providing of same under this Agreement. 
This Agreement may not be modified or amended except in a writing signed by a   
duly authorized representative of each party hereto.                            

   7.8. Nonassignability and Binding Effect. Except (a) as expressly
permitted in this Agreement, and (b) in connection with the sale of all or      
substantially all of PMSI's assets, or its business (by merger or otherwise), or
any similar transfer by PMSI, any attempted assignment of the rights or         
delegation of the obligations of either party under this Agreement shall be void
without the prior written consent of the non-assigning or non-                  

12. 

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delegating party. In the case of any permitted assignment or transfer of or     
under this Agreement, this Agreement or the relevant provisions shall be binding
upon, and inure to the benefit of, the successors, executors, heirs,            
representatives, administrators and assigns of each of the parties hereto.      

        7.9. Force Majeure. Neither party shall be liable to the other for its
failure to perform any of its obligations under this Agreement or any Appendix, 
except for payment obligations, during any period in which such performance is  
delayed because rendered impracticable or impossible due to circumstances beyond
its reasonable control, including but not limited to fire, flood, earthquake,   
acts of God, labor or materials trouble or shortage, riots, war, acts or        
requirements of the government in any state or applicable jurisdiction, provided
that the party experiencing the delay promptly notifies the other of the delay. 

   7.10. Survival. The provisions of Sections 3.4, 3.5 and 7.1 shall
survive the termination of this Agreement.                                      

       7.11. Parties Advised by Counsel - No Interpretation Against Drafter.
This Agreement has been negotiated between unrelated parties who are            
sophisticated and knowledgeable in the matters contained in this Agreement and  
who have acted in their own self interest. In addition, each party has been     
represented by legal counsel. Accordingly, any rule of law, including Section   
1654 of the California Civil Code, as well as any other statute, law, ordinance,
or common law principles or other authority of any jurisdiction of similar      
effect, or legal decision that would require interpretation of any ambiguities  
in this Agreement against the party who has drafted it is not applicable and is 
hereby waived. The provisions of this Agreement shall be interpreted in a       
reasonable manner to effect the purpose of the parties, and this Agreement shall
not be interpreted or construed against the party to this Agreement because that
party or any attorney or representative for that party drafted this Agreement or
participated in the drafting of this Agreement.                                 

13. 

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        IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be signed and delivered by its duly authorized representative as of the date 
first set forth above.                                                          

                                       POLYGEN CORPORATION

                                              By:  /s/ MICHAEL J. SAVAGE
                                                     ---------------------------
                                              Name:    Michael J. Savage
                                      Title:   President

                                  TEIJIN LIMITED

                                           By: /s/ HIROSHI ITAGAKI
                                                     ---------------------------
                                            Name:    Hiroshi Itagaki
                                                       -------------------------
                                          Title:   President and
                                                        ------------------------
                                                       Chief Executive Officer
                                                        ------------------------

14. 

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APPENDIX A  

PMSI JAPANESE PRICE LIST  

A.       MSI PROGRAMS:                                                          
License Fee:        
Y428,241,000        

B.       POLYGEN PROGRAMS:                                                      
License Fee:        
Y170,625,000        

TOTAL AMOUNT:        Y598,866,000                             

15. 

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APPENDIX A: PMSI JAPANESE PRICE LIST

Prices are valid only when purchased with hardware              Page 1 of 9     

POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING PRODUCTS PRICE LIST

PRICING SUMMARY 
JAPAN END-USER BUNDLED PRICE LIST 

EFFECTIVE JANUARY 01, 1992

PRICES ARE VALID ONLY WHEN PURCHASED WITH HARDWARE

Prices include software and documentation, but do not include 
hardware, installation, training, or continuing license fees. 

SYSTEM SOFTWARE                                                         DESKTOP 

                                                        [Enlarge/Download Table]

Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
XGBEXX          BIOGRAF (Indigo)                2.2             Now             Y 5,250,000     Y2,265,000      4320   
XGNMEXX         NMRgraf (Indigo)                2.2             Now             Y 3,500,000     Y1,750,000      2880   
POLEXX          Polaris (Indigo)                3.0             Now             Y 2,625,000     Y1,312,500      2160   
XGPGEXX         POLYGRAF (Indigo)               2.2             Now             Y 7,000,000     Y3,500,000      5760   
QNTXX           QUANTA (Indigo)                 3.2             Now             Y 3,750,000     Y1,875,000      3600 P 
QINORGXX        Inorganic Solids Modeling       3.2             Now             Y 3,750,000     Y1,875,000      2550 P 
QPOLYXX         Polymer Dynamics                3.2             Now             Y 3,750,000     Y1,875,000      2550 P 
QPROTXX         Protein Modeling                3.2             Now             Y 3,750,000     Y1,875,000      2550 P 
QSTARXX         X-Ray Structure Analysis        3.2             Now             Y 3,750,000     Y1,875,000      2550 P 

   NOTE: If QUANTA is purchased, at least one copy of networked CHARMm
must be available for use.                          

SYSTEM SOFTWARE                                                        PERSONAL 

                                                        [Enlarge/Download Table]


Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
XGBEXX          BIOGRAF (SGI/IBM)               2.2             Now             Y 7,000,000     Y3,500,000      5760   
XGNMEXX         NMRgraf (SGI/IBM)               2.2             Now             Y 5,250,000     Y2,625,000      4320   
POLEXX          Polaris (SGI)                   3.0             Now             Y 4,375,000     Y2,187,500      3600   
XGPGEXX         POLYGRAF (SGI/IBM)              2.2             Now             Y10,500,000     Y5,250,000      8640   
QNTXX           QUANTA (SGI/IBM)                3.2             Now             Y 6,240,000     Y3,120,000      6000 P 
QINORGXX        Inorganic Solids Modeling       3.2             Now             Y 4,992,000     Y2,496,000      3400 P 
QPOLYXX         Polymer Dynamics                3.2             Now             Y 4,992,000     Y2,496,000      3400 P 
QPROTXX         Protein Modeling                3.2             Now             Y 4,992,000     Y2,496,000      3400 P 
QSTARXX         X-Ray Structure Analysis        3.2             Now             Y 4,992,000     Y2,496,000      3400 P 

        NOTE: If QUANTA is purchased, at least one copy of networked CHARMm must
be available for use.                               

  NOTE: Items marked with a "P" are Polygen products; all others are
MSI products.                                       

--------------------------------------                                          
PRICE PER SERVICE UNIT (SU)                                         
--------------------------------------                                          

                                                                [Download Table]

                Level 1        Level 2
                                      
Commercial       Y220            Y265 
Academic         Y 35            Y105 

Proprietary and Confidential    Polygen/Molecular Simulations Japan Price List  
January 27, 1992

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SYSTEM SOFTWARE                                              PROFESSIONAL/POWER 

                                                        [Enlarge/Download Table]

Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU
---------------------------------------------------------------------------------------------------------------
                                                                                                               
XGBHXX         BIOGRAF(SGI/IBM)            2.2           Now          Yen10,500,000    Yen5,250,000      8640  
XGNMHXX        NMRgraf(SGI/IBM)            2.2           Now          Yen 8,750,000    Yen4,375,000      7200  
POLHXX.        Polaris (Stardent/SGI)      3.0           Now          Yen 6,125,000    Yen3,062,500      5040  
XGPGHXX        POLYGRAF(SGI/IBM)           2.2           Now          Yen15,750,000    Yen7,875,000     12960  
QNTXX          QUANTA(SGI/IBM)             3.2           Now          Yen 6,240,000    Yen3,120,000     6000P  
QINORGXX       Inorganic Solids Modeling   3.2           Now          Yen 4,992,000    Yen2,496,000     3400P  
QPOLYXX.       Polymer Dynamics            3.2           Now          Yen 4,992,000    Yen2,496,000     3400P  
QPROTXX.       Protein Modeling            3.2           Now          Yen 4,992,000    Yen2,496,000     3400P  
QSTARXX.       X-Ray Structure Analysis    3.2           Now          Yen 4,992,000    Yen2,496,000     3400P  

Note: If QUANTA is purchased, at least one copy of networked CHARMm must be     
available for use.                                                              

QUANTA OPTIONS                                                          SGI/IBM 

                                                        [Enlarge/Download Table]

Part Number     Description                  Revision  Availability    Commercial      Academic        Ann. SU 
---------------------------------------------------------------------------------------------------------------
                                                                                                               
QBDSXX          Brownian Dynamics Sim         3.2       Now            Yen2,500,000    Yen1,250,000       1705P

                NOTE: Purchase of Brownian                                                                     
                Dynamics requires purchase                                                                     
                of UHBD.                                                                                       

QCRYSTXX        Crystal Modeling              3.2       Now               2,125,000    Yen1,062,500       1450P
QHELIXXX        Helix Modeling                3.2       Now               2,125,000    Yen1,062,500       1450P
QMM2XX          MM2 Interface                 3.2       Now               1,250,000    Yen  625,000        850P
QPBEXX          Poisson-Boltzmann Electro     3.2       Now               2,125,000    Yen1,062,500       1450P

                Note: Purchase of Poisson-                                                                     
                Boltman Electrostatics                                                                         
                requires purchase of UHBD                                                                      

QOPINTXX        QUANTA Open Interface         3.2       Now             Yen5,000,000   Yen2,500,000     3410P  
QQMIXX          Quantum Mechanics Interface   3.2       Now             Yen2,500,000   Yen1,250,000     1705P  
QNMRSXX         NMR Structure                 3.2       Dec, 1991       Yen4,992,000   Yen2,496,000     2400P  

QUANTA NMR SOFTWARE                                                     SGI/IBM 

                                                        [Enlarge/Download Table]

Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU 
--------------------------------------------------------------------------------------------------------------- 
                                                                                                                
QMADXX           MADNMR                  x               Now            Yen3,750,000    Yen1,825,000       2555P
QMADPXX          MADNMR+                 x               Now            Yen6,250,000    Yen3,125,000       4260P
QDISNOEXX        DISCON/NOESYSIM         x               Now            Yen2,500,000    Yen1,250,000       1705P

------------------------------------                                            
PRICE PER SERVICE UNIT (SU)                                             
------------------------------------                                            

                                                                [Download Table]

              Level 1   Level 2
                               
Commerical   Yen220      Yen265
Academic     Yen 35      Yen105

Polygen/Molecular Simulations Japan Price List

January 27, 1992                                    Proprietary and Confidential

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CERIUS SOFTWARE                                                         SGI/IBM 

                                                        [Enlarge/Download Table]

Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU 
----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                        
Builder Modules                                                                                                         
CSVSXX          Visualizer (required for all)   2.3                Now          Y  437,500      Y  218,750       400    
CSCRXX          Crystals                        2.3                Now          Y1,312,500      Y  656,250      1200    
CSCLRXX         Surfaces                        2.3             Mar., 1992      Y  437,500      Y  218,750       400    
CSINTXX         Interfaces                      3.0             Mar., 1992      Y  437,500      Y  218,750       400    
CSPLXX          Polymers                        2.3                Now          Y  437,500      Y  218,750       400    

Calculation Modules                                                                                                     
CSOF1XX         Open Force Field MM/MD (1)      3.0             Mar., 1992      Y6,562,500      Y3,281,500      6000    
CSOF2XX         Open Force Field MM/MD (2)      3.0             Mar., 1992          TBD             TBD          TBD    
CSSRPXX         Sorption                        2.3                Now          Y2,187,500      Y1,093,750      2000    
CSPCKXX         Crystal Packer                  2.3                Now          Y1,312,500      Y  656,250      1200    
CSMPXX          MopacUI                         2.3                Now          Y  875,000      Y  437,500       800    
CSSMXX          Statmech                        2.3                Now          Y2,625,000      Y1,312,500      2400    
CSDLSXX         DLS-UI                          2.3                Now          Y1,093,750      Y  546,875      1000    
CSDF1XX         Diffraction I                   2.3                Now          Y2,625,000      Y1,312,500      2400    
CSDF2XX         Diffraction II                  2.3                Now          Y1,750,000      Y  875,000      1600    
CSDF3XX         Diffraction III                 2.3                Now          Y1,093,750      Y  546,875      1000    
CSDF4XX         Diffraction IV                  2.3                Now          Y2,625,000      Y1,312,500      2400    
CSRTVXX         Rietveld                        3.0             Mar., 1992          Y1,750,000      Y  875,000      1600
CSHRXX.         HRTEM                           2.3                Now          Y2,625,000      Y1,312,500      2400    

NOTE: PRICES INCLUDE FIRST YEAR MAINTENANCE                     

        NOTE: DLS-UI, Sorption, Diffraction I, Diffraction III, HRTEM, Surfaces,
             Interfaces, Crystal Packer, and Rietveld require CERIUS Crystals.

NOTE: StatMech requires CERIUS Polymers.                        

        NOTE: When quoting Open Force Field MM/MD, all Builder Modules should be
included in the quote.                              

  NOTE: Open Force Field MM/MD (1) is for Desktop and Personal/Entry
         machines only. Open Force Field MM/MD (2) is for Professional
and Power machine only.                             

AVS CHEMISTRYVIEWER                                                ALL PLATFORMS

                                                        [Enlarge/Download Table]

Part Number     Description                     Revision        Availability    Commercial      Academic        Ann. SU
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
                ChemistryViewer alone                                           Y1,312,500      Y656,250         720   
                ChemistryViewer with AVS                                        Y1,750,000      Y875,000        1440   

     NOTE: First year maintenance is required with AVS and ChemistryViewer

                                                                [Download Table]

-------------------------------------
    PRICE PER SERVICE UNIT (SU)      
-------------------------------------
              Level 1         Level 2
                                     
Commercial      Y220            Y265 
Academic        Y 35            Y105 

Proprietary and Confidential    Polygen/Molecular Simulations Japan Price List  
January 27, 1992

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CHARMm                                                          ALL PLATFORMS   

                                                        [Enlarge/Download Table]

Part Number  Description                                    Revision  Availability  Commercial       Academic           Ann. SU
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
CDESKXX       Desktop CHARMm                                 21.3      Now          Yen 3,750,000*   Yen1,875,000*       2550P 
CPERSXX       Personal CHARMm                                21.3      Now          Yen 5,990,000*   Yen2,995,000*       4085P 
CPROFXX       Professional CHARMm                            21.3      Now          Yen10,500,000*   Yen5,250,000*       7160P 
CPARLXX       Power CHARMm                                   21.3      Now          Yen18,000,000*   Yen9,000,000*      12270P 

              NOTE:  At least one copy of networked CHARMm                                                                     
              must be available for use. Above prices (*)                                                                      
              effective only at time of purchase with QUANTA                                                                   
              and include standard discounts. For individual                                                                   
              CHARMm pricing, see pricing below.                                                                               

              NOTE: Desktop CHARMm is only available for the                                                                   
              SGI Indigo.                                                                                                      

CPERSXX       Personal Stand-alone CHARMm                    21.3      Now       Yen11,980,000   Yen 5,990,000    8165P        
CPROFXX       Professional Stand-alone CHARMm                21.3      Now       Yen15,000,000   Yen 7,500,000   10225P        
CPARLXX       Power Batch stand-alone CHARMm                 21.3      Now       Yen22,500,000   Yen11,250,000   15340P        
CSUPRXX       Super Stand-alone CHARMm                       21.3      Now       Yen55,000,000   Yen27,500,000   37500P        
CSUPRLXX      Ltd. License Super CHARMm                      21.3      Now       Yen33,000,000   Yen16,500,000   22500P        
CSRCXX        CHARMm Source Code                             21.3      Now       Yen12,500,000   Yen 6,250,000    8520P        

           NOTE: CHARMm source code may only be purchased in addition to a
standard CHARMm object license.                     

X-PLOR                                                           ALL PLATFORMS  

                                                        [Enlarge/Download Table]

Part Number   Description                                   Revision   Availability   Commercial   Academic      Ann. SU  
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
XPERSXX        Personal X-PLOR                               2.11       Now         Yen 7,488,000  Yen 3,744,000    5105P 
XPROFXX        Professional X-PLOR                           2.11       Now         Yen11,000,000  Yen 5,500,000    7500P 
XPARLXX        Power X-PLOR                                  2.11       Now         Yen16,000,000  Yen 8,000,000   10900P 
XSUPRXX        Super X-PLOR                                  2.11       Now         Yen33,500,000  Yen16,750,000   22840P 
XSUPRLXX       Ltd. License Super X-PLOR                     2.11       Now         Yen19,500,000  Yen 9,750,000   13295P 
XSRCXX         X-PLOR Source code                            2.11       Now         Yen12,500,000  Yen 6,250,000    8520P 

NOTE: X-PLOR source code may only be purchased    
in addition to a standard X-PLOR object license.  

UHBD                                                              ALL PLATFORMS 

                                                        [Enlarge/Download Table]

Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU 
--------------------------------------------------------------------------------------------------------------- 
                                                                                                                
UPERSXX          Personal UHBD           2.2             Now            Yen10,000,000   Yen5,000,000       6820P
UPROFXX          Professional UHBD       2.2             Now            Yen11,250,000   Yen5,625,000       7670P
UPARLXX          Power UHBD              2.2             Now            Yen12,500,000   Yen6,250,000       8520P

GRAF BATCH                                                      ALL PLATFORMS   

                                                        [Enlarge/Download Table]


Part Number     Description             Revision        Availability    Commercial      Academic        Ann. SU
---------------------------------------------------------------------------------------------------------------
                                                                                                               
GRAFBXX          Alliant version                         Now            Yen10,500,000   Yen5,250,000      8640 
GRAFBXX          DEC version                             Now            Yen 8,750,000   Yen4,375,000      7200 
GRAFBXX          Convex version                          Now            Yen14,000,000   Yen7,000,000     11520 
GRAFBXX          Cray version                            Now            Yen17,500,000   Yen8,750,000     14400 

Polygen/Molecular Simulations Japan Price List

January 27, 1992                                    Proprietary and Confidential

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING PRODUCTS PRICE LIST

HARDWARE CONFIGURATION SUMMARY

EFFECTIVE OCTOBER 01, 1991

SILICON GRAPHICS                                                IRIS 4D SERIES  

                                                        [Enlarge/Download Table]

Machine                 Category                MFLOPS  MIPS    Memory  Disk(1)              Tape               0/S     Other 
----------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                              
Indigo                  Desktop                 xx      xx      16      432/54          1/4" cartridge          4.0.0   Note 2
4D/25 G/TG              Personal/Entry          xx      xx      16      380/54          1/4" cartridge          3.3.3   Note 2
4D/35 G/TG              Personal/Entry          xx      xx      16      380/54          1/4" cartridge          3.3.3   Note 2
4D/310 GTX/VGX          Professional/High-End   xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/320 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/340 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/380 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/420 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/440 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2
4D/480 GTX/VGX          Power/High-End          xx      xx      16      780/54          1/4" cartridge          3.3.3   Note 2

IBM                                                    RISC SYSTEM/6000 SERIES  

                                                        [Enlarge/Download Table]

Machine                 Category                MFLOPS  MIPS    Memory  Disk (1)            Tape          O/S        Other   
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
Series 320              Personal/Entry          xx      xx      16      320/54          1/4" cartridge  .3.1.5      Notes 2,3
Series 520              Professional/Entry      xx      xx      16      320/54          1/4" cartridge  .3.1.5      Notes 2,3
Series 530              Professional/Entry      xx      xx      16      320/54          1/4" cartridge  .3.1.5      Notes 2,3
Series 540              Power/High-End          xx      xx      16      320/54          1/4" cartridge  .3.1.5      Notes 2,3
Series 550              Power/High-End          xx      xx      16      320/54          1/4" cartridge  .3.1.5      Notes 2,3

EVANS & SUTHERLAND                                                  ESV SERIES  

                                                        [Enlarge/Download Table]

Machine                 Category                MFLOPS  MIPS    Memory  Disk (1)           Tape          O/S         Other   
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
ESV-5                   Entry                   4.0             xx      xx/xx           xx              xx                   
All others              High-End                4.0             xx      xx/xx           xx              xx                   

Proprietary and Confidential    Polygen/Molecular Simulations Japan Price List  
January 27, 1992

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BATCH PROCESSORS                                                                

                                                        [Enlarge/Download Table]

Machine                 Category        MFLOPS  MIPS    Memory  Disk (1)            Tape        O/S     Other 
------------------------------------------------------------------------------------------------------------- 
                                                                                                              
Alliant FX40,80         Power/Batch     xx      xx      xx      xx            8 mm cartridge    2.1.02        
Alliant FX2800          Power/Batch     xx      xx      xx      xx            8 mm cartridge    2.1.02        
Convex C-1              Power/Batch     xx      xx      xx      xx            Reel-to-reel        xx    Note 4
Convex C-2              Power/Batch     xx      xx      xx      xx            Reel-to-reel        xx          
Cray X, Y-MP            Super/Batch     xx      xx      xx      xx            Reel-to-reel      .6.0          
Cray 2                  Super/Batch     xx      xx      xx      xx            Reel-to-reel      .6.0          
DEC                     Batch           xx      xx      xx      xx            Reel-to-reel        xx    Note 4
IBM 3090 MVS            Super           xx      xx      xx      xx            Reel-to-reel        xx    Note 5
IBM 3090 VM             Super           xx      xx      xx      xx            Reel-to-reel        xx    Note 5
IBM 3090 AIX            Super           xx      xx      xx      xx            Reel-to-reel        xx    Note 5

HARDWARE NOTES                                                                  

1.      Under the Disk column, the first number is the minimum total disk space 
    required while the second number is the minimum swap space required.

2.      FORTRAN is required for the QUANTA Open Interface.                      

3.      The following IBM RS/6000 hardware configuration is required for        
     QUANTA/CHARMm software: 24-bit 3D graphics, 24-bit Z-buffer, Ethernet
    LAN adaptor, and the FORTRAN 2.01 run-time libraries (xlfrte 02.01).

4.      CHARMm, X-PLOR, and UHBD are not supported on the Convex C-1.           

5.      GRAF Batch is not supported on the IBM 3090.                            

PART NUMBERS                                                                    

Replace XX in all software part numbers with the following machine codes:       

                                                                [Download Table]

                                                                                   
4D  All SGI 4D series except Indigo  DT  SGI Indigo              ST  Stardent Titan

ES  E&S ESV                          RS  All IBM RS/6000 series                    

FX  Alliant                          C1  Convex C-1              C2  Convex C-2    

CX  Cray X-MP                        CY  Cray Y-MP               CR  Cray 2        

MV  IBM 3090 MVS                     VM  IBM 3090 VM/CMS         AX  IBM 3090 AIX  

VS  DEC VMS                                                                        

January 27, 1992        Polygen/Molecular Simulations Japan Price List          
Proprietary and Confidential    

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CONTINUING LICENSE/MAINTENANCE                                                  

                                                        [Enlarge/Download Table]

Part Number     Description                                      Academic Price/S.U.     COMMERCIAL PRICE/S.U. 
---------------------------------------------------------------------------------------------------------------
                                                                                                               
SL1SS           Level 1 (Standard Support                        Y35                         Y220              

                   Provides the following services:                                                            
                   Continuing license fee                                                                      
                   Upgrade of existing software                                                                
                   Hotline support of products: Calls returned                                                 
                     within 4 hours of receipt                                                                 

SL2SS           Level 2 (Scientific Support)                      Y105                        Y265             

                   Provides the following services:                                                            
                   Continuing license fee                                                                      
                   Upgrade of existing software                                                                
                   Hotline support of products:  Calls returned                                                
                      within 1 hour of receipt                                                                 
                   Monthly status calls from senior scientific                                                 
                      staff members                                                                            
                   Monthly report of software problems                                                         
                   Scientific support for modeling problems                                                    

SCIENTIFIC PROGRAMS                                                             

                                                        [Enlarge/Download Table]

Part Number     Description                                           Cost/Time Period                         
---------------------------------------------------------------------------------------------------------------
                                                                                                               
SSCON            Scientific Consulting                                 Y175,000 per day                        
SPMDL            Molecular Design Lab                                  Y700,000 per week                       

                    Seat in Introductory Molecular Modeling Course                                             
                    Use of software on a dedicated machine                                                     
                    Access to Polygen and Harvard scientists                                                   

                 NOTE:  A minimum of two weeks is required.                                                    

TRAINING PROGRAMS                                                               

                                                        [Enlarge/Download Table]

Part Number     Description                                            Cost/Time Period                        
---------------------------------------------------------------------------------------------------------------
                                                                                                               
                 Introductory Molecular Modeling                       Y175,000/3 days                         
                 Advanced CHARMm                                       Y262,500/2 days                         
                 Advanced Protein Modeling                             Y262,500/2 days                         
                 Advanced Polymer Modeling                             Y262,500/2 days                         

Polygen/Molecular Simulations Japan Price List

Proprietary and Confidential                                    January 27, 1992

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POLYGEN/MOLECULAR SIMULATIONS 
MOLECULAR MODELING SOFTWARE PRODUCTS
POLICIES AND PROCEDURES 

EFFECTIVE JANUARY 01, 1992

TITLE                                                                           

All right, title and interest in and to the software licensed and any related   
documentation and any copies thereof which may be made by licensee are and shall
remain the exclusive property of licensor or licensor's licensor, as to software
sublicensed by licensor to licensee; licensor and its licensors are collected   
referred to as the software owners. Any third party software designated in the  
applicable price list as subject to a separate license agreement is subject to  
the terms of the agreement accompanying such software. Each software owner shall
have the right to enforce this agreement against licensee as to such software   
owner's software.                                                               

SOFTWARE LICENSE FEES                                                           

Use of the software by licensee shall be subject to the licensee signing the    
Polygen/Molecular Simulations Standard Software License Agreement.              

UNBUNDLED FEE                                                                   

In the instance where software is not purchased with hardware, the software list
price shall be increased by an additional amount equal to twenty percent (20%)  
of such software list price (the unbundled fee).                                

PAYMENT TERMS                                                                   

Unless otherwise arranged, Polygen/Molecular Simulations will invoice purchaser 
at the time of shipment of each installment on payment terms of each on         
delivery, except where open account credit is established and maintained to     
Polygen/Molecular Simulations' satisfaction, in which case payment terms shall  
be net 30 days from date of shipment. Purchaser shall make all payments as      
provided without regard to whether purchaser has made or may make any inspection
or use of any goods delivered. Any invoiced amount which is not paid when due   
shall bear interest at the rate of 2% per month or the highest rate then        
permitted by law, whichever is less.                                            

WARRANTY                                                                        

The software as delivered and installed on the designated system will conform   
substantially to licensor's then current published program specifications.      
Licensee acknowledges, however, that the software is of such complexity that it 
may have inherent or latent defects and agrees that as licensee's sole remedy   
licensor will exercise its best efforts to correct documented program errors    
which licensors's analysis indicates are caused by a defect in the unaltered    
version of the delivered software as installed on an unaltered designated       
system. Licensor does not guarantee the results of any such services or         
represent or warrant that any such error will be corrected. The foregoing       
warranty extends only to licensee and is not applicable to any transferee of the
software license.                                                               

LICENSE TRANSFER POLICY                                                         

All computers and software are expected to be written off over four years.      
Customers will be able to transfer their current software license to a faster   
computer (at the same site) and receive a credit equal to 25% of the lower of   
the price actually paid or the current price for the license for each year left 
in the four years since shipment to the customer by Polygen/Molecular           
Simulations. To receive this credit, the customer must be cur-                  

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rent on maintenance.                                                            

TERMS AND CONDITIONS                                                            

Software orders must be accompanied by the software quotation with standard     
quote terms and conditions and a standard software license agreement. Loaners   
must be accompanied by a standard software loaner agreement. Any software       
purchase or loaner which does include the above documents or which documents    
deviate from standard terms must be approved in advance.                        

QUOTE VALIDITY                                                                  

Software quotes are valid for 30 days only.                                     

SOFTWARE LOANER PERIOD                                                          

Unless otherwise arranged, software to commercial organizations may only be     
loaned for a period of 15 days; software to academic institutions may only be   
loaned for a period of 30 days.                                                 

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Exhibit D-2 

English Translation of Articles of Incorporation  

CHAPTER I 

GENERAL 

Article 1 - Corporate Name                                                      

         The name of the company shall be [Japanese Translation of Company Name]
("Company").  In English, the Company shall be called Teijin Molecular          
Simulations Incorporated.                                                       

Article 2 - Purpose                                                             

The objects and purposes of the Company shall be as follows:  

  (1)  to market, distribute, license, and sell software products;

(2)  to sell computer hardware; and                           

   (3)  to engage in any other business related to or connected with
the activities described above.                     

Article 3 - Location of Principal Office                                        

   The Company shall have its principal office in Chiyoda-ku, Tokyo.

Article 4 - Method of Public Notice                                             

      All public notices by the Company shall be published in the Japanese
Official Gazette.                                                               

CHAPTER II  

SHARES  

Article 5 - Number of Shares Authorized to be Issued and Their Par Value        

      The total number of shares authorized to be issued by the Company is
sixteen thousand (16,000) shares, having a par value of fifty thousand yen      
(Y50,000) per share.                                                            

Article 6 - Types of Shares                                                     

    The Company may issue one type of shares, Common Shares.

Article 7 - Preemptive Rights                                                   

        Upon issuance by the Company of any of its unissued authorized shares,
the holders of the existing Common Shares                                     

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shall have the preemptive right to acquire such number of the newly issued      
shares as shall be consistent with their respective proportionate ownership     
interest in the Company.                                                        

Article 8 - Voting Rights                                                       

   Except as otherwise provided by law, each Common Share issued and
outstanding shall have one vote.                                                

Article 9 - Types of Share Certificates                                         

         All share certificates shall be issued in denominations of one (1), ten
(10), one hundred (100), and one thousand (1,000) shares.                       

Article 10 - Restriction on Transfer of Shares                                  

      Any transfer of Common Shares is subject to consent of the Company's
Board of Directors.                                                             

Article 11 - Registration of Shareholders                                       

        1. Shareholders (including trustees) and holders of pledges of shares,
or their legal representatives, shall register their names, addresses and seal  
impressions on forms provided by the Company.                                   

         2. Any changes or alterations of any of the foregoing shall likewise be
registered.                                                                     

       3. Foreign nationals who are not accustomed to impressing their seals
may use their signatures for the above purpose.                                 

Article 12 - Suspension of Shareholders' Registration                           

         1. Entries in the Shareholders' Register will be suspended from the day
following the last day of each business year until the close of the ordinary    
general meeting of shareholders pertaining to said business year.               

     2. In addition to the case provided for in the preceding paragraph,
temporary suspension of any new entry in the Shareholders' Register may be      
effected by a resolution of the Board of Directors, when necessary, for a period
not exceeding three (3) months by giving not less than two (2) weeks prior      
public notice thereof.                                                          

CHAPTER III 

GENERAL MEETINGS OF SHAREHOLDERS  

Article 13 - Convening of General Meetings of Shareholders

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         1. An ordinary general meeting of shareholders shall be convened within
three (3) months after the close of each business year.                         

     2. An extraordinary general meeting of shareholders may be convened
whenever necessary.                                                             

Article 14 - Authority to Convene General Meetings of                           
Shareholders                                          

       Except as otherwise provided by law, general meetings of shareholders
shall be convened by the President of the Company in accordance with a          
resolution of the Board of Directors; and if the President is unable to convene 
a general meeting of shareholders; another director of the Company, according to
the order previously determined by the Board of Directors, may convene the      
meeting.                                                                        

Article 15 - Location of General Meetings of Shareholders                       

      General meetings of shareholders of the Company shall be held at the
place where principal office of the Company is located.                         

Article 16 - Notice of General Meetings of Shareholders                         

       1. Notice of the convening of a general meeting of shareholders shall
be dispatched to each shareholder listed in the Shareholders' Register not less 
than two (2) weeks prior to the date of such meeting.                           

  2. The period of notice may be shortened or dispensed with for a
particular meeting by the unanimous consent of the shareholders listed in the   
Shareholders' Register if all of the shareholders listed in the Shareholders'   
Register are present at the meeting and waive the notice requirement.           

3. The notice shall set forth the agenda of the meeting.      

4. Any such notice shall be in both English and Japanese.     

Article 17 - Person to Preside at General Meetings of                           
Shareholders                                          

       The President of the Company shall preside as chairman at all general
meetings of shareholders; and if the President is unable to preside at a general
meeting, a director, according to the order previously determined by the Board  
of Directors, may preside at the general meeting.                               

Article 18 - Resolutions of General Meetings of Shareholders                    

            Except as otherwise provided by law or these Articles of
Incorporation, resolutions of general meetings of shareholders

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shall be adopted by the affirmative vote of a majority of the voting shares     
which are present or represented at general meetings of shareholders at which   
shareholders owning a majority of all the issued and outstanding shares entitled
to vote are present or are represented by proxy.                                

Article 19 - Proxy Voting                                                       

1. A shareholder may exercise his vote by proxy.              

       2. The proxyholder need not be a shareholder, but he shall present to
the Company for each general meeting attended a document of proxy evidencing his
appointment as proxy.                                                           

Article 20 - Minutes of General Meetings of Shareholders                        

Minutes of all general meetings of shareholders of the        
Company shall be prepared and shall be verified by the printed names and seals  
or the signatures of the chairman and all the directors present, and all such   
minutes shall be preserved for ten (10) years at the principal office of the    
Company and a copy thereof for five (5) years at each branch office of the      
Company.                                                                        

Article 21 - Compensation of Directors and Statutory Auditors                   

    Compensation, if any, of directors and statutory auditors shall be
separately determined by a resolution of a general meeting of shareholders.     

CHAPTER IV  

DIRECTORS AND BOARD OF DIRECTORS  

Article 22 - Number of Directors                                                

The Company shall have three (3) or more directors.           

Article 23 - Election of Directors; No Cumulative Voting                        

        All directors shall be elected by a general meeting of shareholders at
which a quorum of shareholders is present as described in Article 18 hereof.    
Cumulative voting shall not apply in the election of directors.                 

Article 24 - Terms of Office of Directors                                       

     1. The term of office of a director shall be until the close of the
ordinary general meeting of shareholders concerning the last settlement of      
accounts occurring within two (2) years after his assumption of office.         

  2. The term of office of a director elected to fill a vacancy or
elected due to an increase in the number of directors shall be concurrent with  
the term of office of the directors in office at that time.                     

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Article 25 - Board of Directors                                                 

         The Board of Directors shall decide such matters as are required by law
or by these Articles of Incorporation.                                          

Article 26 - Authority to Convene Meetings of the Board of Directors            

       Meetings of the Board of Directors shall be convened by the President
of the Company; and if the President is unable or unwilling to convene a        
meeting of the Board of Directors, another director of the Company, according to
the order previously determined by the Board of Directors, may convene the      
meeting.                                                                        

Article 27 - Notice of Meetings of the Board of Directors                       

         1. A notice in Japanese and English convening a meeting of the Board of
Directors shall be dispatched to each director and statutory auditor at least   
twenty (20) days prior to the date of such meeting.                             

       2. Notice may be shortened or dispensed with by the unanimous written
consent of all the directors and the statutory auditors.                        

Article 28 - Person to Preside at Meetings of the Board of Directors            

         The Chairman of the Board of Directors shall preside at all meetings of
the Board of Directors, and if the Chairman is unable to preside at a meeting,  
another director, according to the order previously determined by the Board of  
Directors, may preside at the meeting.                                          

Article 29 - Representative Directors                                           

      1. The Board of Directors shall elect one (1) or more representative
directors from among the members of the Board of Directors.                     

   2. The Board of Directors shall elect a President, who shall be a
representative director, from among its members.                                

Article 30 - Resolutions of Meetings of the Board of Directors                  

Except as otherwise provided by law or by these Articles of   
Incorporation, resolutions of the Board of Directors shall be adopted by the    
affirmative vote of a majority of all the directors present at the meeting, who 
shall constitute in number a majority of the directors.                         

Article 31 - Minutes of Meetings of the Board of Directors                      

         Minutes of all meetings of the Board of Directors shall be prepared and
shall be verified by the printed names and                                      

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seals or by the signatures of the chairman and all the directors present and the
statutory auditors, if present, and all such minutes shall be preserved at the  
principal office of the Company for ten (10) years.                             

CHAPTER V 

STATUTORY AUDITOR 

Article 32 - Number of Statutory Auditors and Method of Election                

1. The Company shall have one (1) statutory auditor.          

   2. The statutory auditor shall be elected at a general meeting of
shareholders at which a quorum of shareholders is present as described in       
Article 18 hereof.                                                              

Article 33 - Term of Office of the Statutory Auditor                            

         The term of office of the statutory auditor shall be until the close of
the ordinary general meeting of shareholders concerning the last settlement of  
accounts occurring within two (2) years after his assumption of office.         

CHAPTER VI  

ACCOUNTING  

Article 34 - Business Year                                                      

     The business year of the Company shall commence on the first day of
April of each year and end on the last day of March of the next year.           

Article 35 - Pavement of Dividends                                              

 1. Dividends shall be paid to shareholders of record (including
registered pledgees) as of the last day of the business year for which the      
dividends are declared. Dividends shall not yield interest.                     

       2. If three (3) full years have passed without a dividend having been
received by a particular shareholder after a particular dividend payment date,  
the Company shall be released from its obligation to effect such payment.       

CHAPTER VII 

SUPPLEMENTARY PROVISIONS  

Article 36 - Number of Shares to be Issued at Time of Incorporation             

         The total number of shares to be issued at the time of incorporation of
the Company shall be four thousand (4,000)                                      

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Common Shares having a par value of fifty thousand yen (Y50,000) per share and  
an issue price of fifty thousand Yen (Y50,000) per share.                       

Article 37 - Initial Term of Office                                             

         Notwithstanding the provisions of Article 24 and 33, the term of office
of the initial directors and statutory auditor shall be until the close of the  
ordinary general meeting of shareholders concerning the last settlement of      
accounts occurring within one (1) year after their assumption of office.        

Article 38 - First Business Year                                                

  The first business year of the Company shall be from the date of
incorporation of the Company to the last day of March, 1992.                    

Article 39 - Names and Addresses of the Promoter and Number of Shares to be     
Subscribed                                            

        The names and addresses of the promoters of the Company and the number
of shares subscribed are as follows:                                            

 Name                       Address                     Number of Shares
 ----                       -------                     ----------------
Teijin Limited        6-7, Minamihommachi 1-chome,                2,000         
Chuo-ku, Osaka 541, Japan           
Representative Director             
Hiroshi Itagaki                     

In order to establish [Japanese Translation of Company Name]  
(Teijin Molecular Simulations Incorporated) and in witness whereof, the         
above-named promoter has executed these Articles of Incorporation.              

Dated:   February 14, 1992                                                      

Promoter: Teijin Limited                          
Representative Director       
Hiroshi Itagaki               

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