LOAN AND PLEDGE AGREEMENT



      THIS LOAN AND PLEDGE AGREEMENT (this "Agreement") dated as of October 30,

1998 is made by Henry E. Blair (the "Borrower"), residing at 275 Mill Way,

Barnstable, Massachusetts 02630, in favor of Dyax Corp. ("Dyax"), a Delaware

corporation with its principal place of business at One Kendall Square, Building

600, Cambridge, Massachusetts 02139.



                                    RECITALS



      A. The Borrower desires to borrow $1,300,000 from Dyax in order to finance

the purchase of (i) shares of stock in the cooperative corporation which owns

the building located at 68 Beacon Street, Boston, Massachusetts, which shares

will entitle the Borrower to occupy an apartment in such building ( the

"Apartment") and (ii) Unit 228 at the Brimmer Street Garage Condominium (the

"Brimmer Street Unit", and together with the Apartment, the "Real Estate").



      B. Dyax is willing to make the Loan (as defined below) upon the condition,

among others, that the Borrower enter into this Agreement and grant the security

interest and pledge hereinafter described to secure the Liabilities (as defined

in Section 16 hereof).



      NOW, THEREFORE, for and in consideration of the premises and the Loan made

by Dyax and other good and valuable consideration, the receipt of which is

hereby acknowledged, and intending to be legally bound hereby, the parties

hereby agree as follows:



      1. Loan. Subject to the terms hereof, Dyax will make, on or after the date

hereof, two loans (severally and collectively referred to herein as the "Loan")

to the Borrower in the aggregate principal amounts of $600,000 and $700,000,

respectively. The Loan shall be payable in full on the fifth anniversary of the

date hereof (the "Maturity Date").



      2. Notes. The Loan shall be evidenced by promissory notes of the Borrower

in the original principal amounts of $600,000 and $700,000, respectively

(severally and collectively referred to herein as the "Notes"), payable to Dyax

with a final maturity date of the Maturity Date, such Notes to be substantially

in the form of Exhibit A and Exhibit B attached hereto. The Notes shall be dated

the date of the Loan and shall have the blanks therein appropriately completed.



      3. Interest Rate. The Loan shall bear interest on the outstanding

principal amount thereof at a percentage rate per annum equal to the Base Rate

of BankBoston, N.A. less one and one half percent (1.5%), but in any event not

less than the applicable federal rate necessary to avoid imputation of interest

under sections 1274 or 7872 of the Internal Revenue Code of 1986 (or

corresponding provisions of subsequent laws), as amended.

{PAGE}



      4. Payments and Prepayments of the Loan. Two monthly payments of Three

Thousand Seven Hundred Ninety Three and 76/100 Dollars ($3,793.76) and Four

Thousand Four Hundred Twenty Six and 05/100 Dollars ($4,426.05), respectively,

shall be due and payable on the first day of each month beginning on December 1,

1998, and such monthly payments shall be applied first to the payment of

interest and any remainder shall be applied to reduce the outstanding principal

amount of the Loan. The balance of any unpaid principal and all accrued and

unpaid interest thereon shall be due and payable on the Maturity Date. The

Borrower may prepay the Loan and the Notes in whole or in part at any time

without premium or penalty, together with all unpaid interest thereon and all

other amounts due hereunder.



      5. Conditions Precedent to Loan. The obligation of Dyax to make the Loan

is subject to the condition precedent that Dyax shall have received, in form and

substance satisfactory to Dyax and its counsel, the following:



      (a) this Agreement and the Notes, duly executed by the Borrower;



      (b) the Pledged Collateral with stock powers for the Pledged Collateral

duly executed by the Borrower;



      (c) a certain Cooperative Pledge Agreement, dated as of the date hereof,

granted by the Borrower in favor of Dyax, which Cooperative Pledge Agreement

grants a security interest in the shares of stock of the cooperative corporation

owning the Apartment, duly executed by the Borrower and the collateral pledged

thereunder with stock powers for such pledged collateral duly executed by the

Borrower;



      (d) a certain Mortgage, dated as of the date hereof, from the Borrower to

Dyax, which Mortgage grants a lien on the Brimmer Street Unit, duly executed by

the Borrower; and



      (e) such other documents, and completion of such other matters, as Dyax

may deem necessary or appropriate.



      6. Security Interest and Pledge. To secure the prompt, punctual, and

faithful performance of all and each of the present and future Liabilities of

the Borrower to Dyax, the Borrower hereby grants to Dyax, a security interest in

and to, and assigns, pledges, and delivers to Dyax certificates representing all

shares of the Class A Preferred Stock of Dyax issued to the Borrower as of the

date hereof or issuable to the Borrower hereafter ("Pledged Securities"),

together with appropriate undated stock powers duly executed in blank, and all

products, proceeds, substitutions, additions, interest, dividends, and other

distributions in respect thereto, as described in Section 7 below (all of which

are referred to hereinafter as the "Collateral").



      7. Stock Dividends, Distributions, Etc. If, while this Agreement is in

effect, the Borrower shall become entitled to receive or shall receive any stock

certificate (including, without limitation, any certificate representing a stock

dividend or a distribution in connection with any reclassification, increase or

reduction of capital, or issued in connection with any reorganization), whether

as an addition to, in substitution of or in exchange for any shares of any

Pledged Securities, or otherwise, the Borrower agrees to accept the same as

agent for Dyax and





                                       2

{PAGE}



to hold the same in trust on behalf of and for the benefit of Dyax and to

deliver the same forthwith to Dyax in the exact form received, with the

indorsement of the Borrower when necessary and/or with appropriate undated stock

powers duly executed in blank, to be held by Dyax as part of the Collateral. In

case any distribution of capital shall be made on or in respect of the Pledged

Securities or any property shall be distributed upon or with respect to the

Pledged Securities pursuant to the recapitalization or reclassification of the

capital of Dyax or pursuant to the reorganization thereof, the property so

distributed shall be delivered to Dyax as Collateral. All sums of money and

property so paid or distributed in respect of the Pledged Securities which are

received by the Borrower shall, until paid or delivered to Dyax, be held by the

Borrower in trust as Collateral.



      8. Cash Dividends; Voting Rights. Unless a Default (as defined in Section

11) has occurred and is continuing, the Borrower shall be entitled to receive

all cash dividends paid in respect of the Pledged Securities, to vote the

Pledged Securities and to give consents, waivers and ratifications, and to take

other action in respect of the Pledged Securities. After the occurrence and

during the continuance of any Default, Dyax shall have the right, upon notice to

the Borrower, to receive all cash dividends paid in respect of the Pledged

Securities and to exercise voting rights as specified in Section 12 below.



      9. Borrower's Representations. The Borrower hereby represents, warrants

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