San Diego, CA July 29, 2002
For value received, the undersigned hereby promises to pay to Discovery Partners International, Inc., a Delaware
corporation, or order (the "Holder") at 9640 Towne Centre Drive, San Diego, CA 92121, the principal amount
of Three Hundred Thousand Dollars ($300,000.00), plus interest accrued thereon.
This Promissory Note shall bear no interest until due (upon maturity or acceleration), and after it is due (upon
maturity or acceleration) shall bear interest at 10 percent per annum.
All principal shall be due and payable in a lump sum on July 29, 2007.
This Promissory Note may be prepaid at any time, without premium or penalty; provided, that any such
prepayment must be of the entire principal amount.
Upon the happening of any of the following events, Holder may, at its option, declare immediately due and
payable the entire unpaid principal amount of this Promissory Note, plus any other amounts payable at the time of
such declaration pursuant to this Promissory Note. Such events are the following: (1) the maker of this
Promissory Note ("Maker") shall admit in writing his inability to pay his debts as they become due, shall make a
general assignment for the benefit of creditors or shall file any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors; or
(2) an involuntary petition shall be filed against Maker under any bankruptcy, reorganization, insolvency or
moratorium law, or any other law or laws for the relief of, or relating to, debtors unless such petition shall be
dismissed or vacated within sixty (60) days of the date thereof; or (3) Maker breaches his promise set forth in the
following paragraph; or (4) Maker dies; or (5) Maker's employment with the Holder shall, for any reason
whatsoever, cease, provided that, in such event, Holder agrees to defer such declaration until the later of (a) the
end of M