SECOND AMENDMENT TO

                  TECHNOLOGY DEVELOPMENT AND SERVICES AGREEMENT





This Second Amendment ("Second Amendment") to the Technology Development and

Services Agreement dated October 2, 1995, as amended through May 1, 1998 (the

"Agreement") is made and entered into as of March 1, 1999 by LYNX THERAPEUTICS,

INC., a Delaware corporation, for itself and its wholly-owned subsidiaries,

including SPECTRAGEN, INC., (collectively referred to as "Lynx"), Hoechst Marion

Roussel, Inc., a Delaware corporation, for itself and its affiliates other than

AgrEvo ("HMRI") and Hoechst Schering AgrEvo GmbH, a German corporation and an

affiliate of HMRI (referred to as "AgrEvo").



                                    RECITALS



        WHEREAS, HMRI has the right under the Agreement to secure nonexclusive

access to Lynx's library analysis and other subscription services for itself and

all of its affiliates in accordance with the terms of the Agreement at any time

up to [ * ];



        WHEREAS, HMRI and AgrEvo desire to partially exercise such right in

order to enable AgrEvo to activate a subscription for Lynx's services for use in

its agricultural research programs;



        WHEREAS, the parties wish to enter into this Second Amendment for the

purpose of enabling such partial activation by AgrEvo.



        NOW THEREFORE, in consideration of the foregoing premises and the

covenants and promises contained in this Second Amendment, the parties agree as

follows:



                                    ARTICLE 1



                                   DEFINITIONS



        Capitalized terms used in this Second Amendment shall have the meanings

ascribed to them in the Agreement unless otherwise defined in or amended by this

Second Amendment.



        1.1    No amendment is made to Section 1.1.



        1.2    No amendment is made to Section 1.2.



        1.3    No amendment is made to Section 1.3.



        1.4 "Analysis" means (i) the activities of Lynx leading to the

generation of a MPSS Library Analysis and/or (ii) any other analysis using Lynx

Technology uncovering, for example,



{PAGE}   2



differences in gene expression or genomic composition, offered by Lynx to its

subscription service customers (including HMRI as described in Article 2).



        1.5 "Lynx Technology" means Lynx's proprietary technologies for solid

phase cloning on beads of genomic DNA or cDNA and their analytical applications,

such as library comparisons using bead-based sorting or signature sequencing on

beads, as existing on the date hereof and as developed or improved by Lynx

during the term of the Agreement.



        1.6 "AgrEvo Field" shall mean the analysis of genomes and gene

expression of plants, or of plant pathogens or plant pests, for the purpose of

developing and commercializing products solely for use in commercial

agricultural applications, including, without limitation, food and feed and

other downstream applications.



                                    ARTICLE 2



                         DEVELOPMENT OF MPSS TECHNOLOGY



        2.1    No amendment is made to Section 2.1.



        2.2 No amendment is made to Section 2.2, but Lynx agrees to provide

copies of its reports to HMRI to AgrEvo.



        2.3    No amendment is made to Section 2.3.



        2.4 PAYMENTS TO LYNX. Lynx acknowledges that Hoechst has paid to Lynx

Three Million U.S. Dollars (US$3,000,000), in part, for Lynx's commitment to

undertake the development of technologies that may be useful to HMRI. Lynx

agrees that no additional payment by HMRI to Lynx shall be required for Lynx's

continued development of Lynx Technology. AgrEvo, having determined that such

technologies are currently useful to AgrEvo, agrees to pay to Lynx on or before

[ * ] a technology access fee of [ * ] in respect of the activation of a

subscription for Lynx's Analysis services for use in the AgrEvo Field for the

benefit solely of AgrEvo. If Lynx is able to establish to HMRI's satisfaction

that the Analysis services offered or to be offered by Lynx to its subscription

customers are applicable for HMRI's purposes and fulfill HMRI's needs as

determined by HMRI at its sole discretion, then HMRI will pay to Lynx an

additional technology access fee to be negotiated but of not more than [ * ]

within thirty (30) days of such determination in order to activate a

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