AGREEMENT AND IRREVOCABLE PROXY



     AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of May 7, 1998,

by and between Gordon A. Cain (the "Cain") and William A. McMinn ("McMinn").



     WHEREAS, concurrently with the execution and delivery of this Agreement,

Lexicon Genetics Incorporated (the "Company") is entering into that certain

Series A Preferred Stock Purchase Agreement (the "Purchase Agreement"), pursuant

to which the Company will issue and sell up to 4,244,644 shares of its Series A

Preferred Stock, par value $0.01 per share (the "Preferred Stock"), to a group

of investors led by the funds managed by Patricof & Company Ventures, Inc. and

Apax Partners & Co. Ventures Ltd. (the "Investors"); and



     WHEREAS, Cain holds shares of the Company's common stock, par value $0.001

per share (the "Common Stock"); and



     WHEREAS, Cain and the Company's other stockholders are parties to that

certain Stockholders Agreement dated September 14, 1995, and will, together with

the Investors, be party to that certain Amended and Restated Stockholders

Agreement (the "Stockholders Agreement") dated of even date herewith and to that

certain Amended and Restated Registration Rights Agreement dated of even date

herewith (the "Registration Rights Agreement"); and



     WHEREAS, as a condition to their willingness to enter into the Purchase

Agreement, the Investors have requested that Cain grant McMinn an irrevocable

proxy (the "Proxy") with respect to the shares of Common Stock owned by Cain, on

the terms and subject to the conditions hereof.



     NOW, THEREFORE, in order to induce the Investors to enter into the Purchase

Agreement and in consideration of the representations, warranties, covenants and

agreements set forth herein and in the Purchase Agreement (including the

benefits that the parties expect to derive from the Purchase Agreement), and for

other good and valuable consideration, the receipt and sufficiency of all of

which are hereby acknowledged by the parties, the parties agree as follows:



     1. Cain hereby revokes all previous proxies granted with respect to any

shares of the Company's Common Stock owned by the Cain.



     2. Cain hereby irrevocably makes, constitutes and appoints McMinn,

individually, as his true and lawful proxy and attorney-in-fact, with full power

of substitution, for, on behalf of, and in the name, place and stead of Cain, to

attend any and all meetings of the stockholders of the Company and any

adjournments or postponements thereof, to execute any and all written consents

of stockholders of the Company, and to vote all shares of Company Common Stock

and all shares of any other class of capital stock of the Company presently or

at any future time



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owned beneficially or of record by Cain, including any and all securities having

voting rights issued or issuable in respect thereof, which Cain is entitled to

vote (all of the foregoing being collectively referred to as the "Shares"), and

to represent and otherwise act as Cain could act, in the same manner and with

the same effect as if Cain were personally present, at any annual, special or

other meeting of the stockholders of the Company, and at any adjournment or

postponement thereof (a "Meeting"), or pursuant to any written consent in lieu

of meeting or otherwise; provided, however, that the Proxy hereby granted to

McMinn shall be exercisable by McMinn solely in the event of (i) Cain's

incapacity (mental, physical or otherwise) to give any such vote or consent, or

(ii) Cain's death. McMinn is hereby authorized to vote the Shares in accordance

with the terms of this Agreement.



     3. Cain hereby covenants and agrees that Cain will not, and will not agree

to, directly or indirectly, sell, transfer, assign, pledge, hypothecate, cause

to be redeemed or otherwise dispose of any of the Shares, or grant any proxy,

power-of-attorney or other authorization or interest in or with respect to any

of the Shares, or deposit any of the Shares into a voting trust or enter into a

voting agreement (except for the Stockholders Agreement) or arrangement with

respect to any of the Shares unless and until Cain shall have taken all actions

(including, without limitation, the endorsement of a legend on the certificates

evidencing such Shares) reasonably necessary to ensure that such Shares shall at

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